Common use of Improvements and Alterations Clause in Contracts

Improvements and Alterations. (a) The Premises are delivered to Tenant as a turn-key build-out inclusive space, and Tenant hereby accepts the Premises in its AS-IS, WHERE-IS condition. (b) Landlord will cooperate with Tenant in enforcing the warranties of workmanship and materials which Landlord received with respect to construction of the Premises to the extent that the repair thereof is Tenant’s responsibility hereunder. (i) Tenant shall not make any alterations, additions or improvements without the prior written consent of Landlord. Any such alterations, additions or improvements (except movable furniture, business equipment and trade fixtures) shall at once become a part of the realty and belong to Landlord. The same shall be made by Tenant, at Tenant’s sole cost and expense. Unless directed otherwise by Landlord in writing, upon termination of this Lease, Tenant shall upon demand by Landlord, at Tenant’s sole cost and expense, forthwith remove any alterations, additions or improvements. (ii) Notwithstanding the provisions of Section 8(c)(i) or (d) to the contrary, Landlord’s consent shall not be required with respect to non-material, nonstructural interior alterations, additions or improvements to the Premises and Landlord will not unreasonably withhold its consent to any material non-structural interior alterations, additions or improvements to the Premises and/or to any structural alterations, additions or improvements to the Premises, provided notice is first given in writing by Tenant to Landlord and written approval by Landlord is required for any alteration, addition or improvement that would materially affect any mechanical or electrical system. For purposes of this Section 8(c), demising walls, but not interior office walls, are deemed structural. (iii) Landlord acknowledges that Tenant’s furniture, trade fixtures, business equipment and personalty shall not be deemed alterations, additions or improvements which become Landlord’s property pursuant to the terms hereof. (d) Any repairs made pursuant to Section 7(b) hereof or alterations and improvements made pursuant to this Section 8 by Tenant as required and permitted hereunder shall be made and performed (i) as Landlord may designate on a reasonable basis, (ii) in accordance with all applicable rules and regulations of Landlord and governmental authorities having jurisdiction, (iii) in the case of new construction in keeping with plans and specifications theretofore having been approved in advance by Landlord, (iv) using mechanics and contractors having been approved by Landlord which approval shall not be unreasonably withheld; provided, however, that Landlord, at Tenant’s sole cost and expense, shall do all such work affecting the structural portions of the Building and the mechanical and electrical systems thereof, and (v) in a reasonable fashion to minimize noise, litter and/or odors resulting therefrom. The work performed by Landlord affecting the structural portions of the Building and the mechanical and electrical systems thereof shall be at reasonable and competitive cost. Tenant shall reimburse Landlord for Landlord’s reasonable costs of third party review of Tenant’s proposed structural alterations or those to the mechanical or electrical systems. (e) Landlord shall have the right at any time to change the arrangement and/or location of entrances or passageways, doors and doorways and corridors, elevators, stairs, toilets or other public parts of the Building and to change the name, number or designation by which the Building is commonly known. Landlord shall have the right at any time to change the arrangement and/or location of the parking and common areas of the Development. In exercising its rights pursuant to this Section 8(e), Landlord shall not unreasonably interfere with Tenant’s access to the Premises or its operations therein.

Improvements and Alterations. All improvements in and to the Premises, including any Alterations (adefined in Section 9.03) The Premises are delivered to Tenant as a turn-key build-out inclusive space(collectively, and Tenant hereby accepts “Leasehold Improvements”) shall remain upon the Premises in its AS-IS, WHERE-IS condition. (b) Landlord will cooperate with Tenant in enforcing at the warranties of workmanship and materials which Landlord received with respect to construction end of the Premises Term without compensation to the extent Tenant, provided that the repair thereof is Tenant’s responsibility hereunder. (i) Tenant shall not make any alterations, additions or improvements without the prior written consent of Landlord. Any such alterations, additions or improvements (except movable furniture, business equipment and trade fixtures) shall at once become a part of the realty and belong to Landlord. The same shall be made by Tenant, at its expense, removes any Required Removables (as hereinafter defined), in compliance with the National Electric Code or other applicable Law. Landlord, by written notice to Tenant at least thirty (30) days prior to the Expiration Date, may require Tenant, at its expense, to remove any Alterations that, in Landlord’s reasonable judgment, are of a nature that would require removal and repair costs that are materially in excess of the removal and repair costs associated with standard office improvements (such items collectively are referred to as “Required Removables”). Required Removables shall include, without limitation, Tenant’s sole cost personal property and expense. Unless directed otherwise by Landlord merchandise, interior and exterior signage, internal stairways, raised floors, personal baths and showers, vaults, rolling file systems and structural alterations and modifications and, notwithstanding anything to the contrary in writing, upon termination of this Lease, Tenant shall have an obligation to remove the Required Removables specifically enumerated in this sentence upon demand the expiration or earlier termination of this Lease whether or not Landlord delivers notice to Tenant requiring removal of the same as contemplated by Landlordthe immediately preceding sentence. The Required Removables shall be removed by Tenant before the Expiration Date or earlier termination of this Lease. Tenant shall repair damage caused by the installation or removal of Required Removables. If Tenant fails to perform its obligations in a timely manner, Landlord may perform such work at Tenant’s sole cost expense. Tenant, at the time it requests approval for a proposed Alteration, may request in writing that Landlord advise Tenant whether the Alteration is a Required Removable. Within ten (10) days after receipt of Tenant’s request, Landlord shall advise Tenant in writing as to which portions of the Alteration are Required Removables. If a Default has occurred and expenseremains uncured at the Expiration Date, forthwith remove any alterations, additions or improvements. (ii) Notwithstanding the provisions of Section 8(c)(i) or (d) to the contrary, Landlord’s consent Tenant shall not be required with respect entitled to non-materialremove any of its personal property or merchandise, nonstructural interior alterations, additions or improvements to without the Premises and Landlord will not unreasonably withhold its consent to any material non-structural interior alterations, additions or improvements to the Premises and/or to any structural alterations, additions or improvements to the Premises, provided notice is first given in writing by Tenant to Landlord and express written approval by Landlord is required for any alteration, addition or improvement that would materially affect any mechanical or electrical system. For purposes of this Section 8(c), demising walls, but not interior office walls, are deemed structural. (iii) Landlord acknowledges that Tenant’s furniture, trade fixtures, business equipment and personalty shall not be deemed alterations, additions or improvements which become Landlord’s property pursuant to the terms hereof. (d) Any repairs made pursuant to Section 7(b) hereof or alterations and improvements made pursuant to this Section 8 by Tenant as required and permitted hereunder shall be made and performed (i) as Landlord may designate on a reasonable basis, (ii) in accordance with all applicable rules and regulations of Landlord and governmental authorities having jurisdiction, (iii) in the case of new construction in keeping with plans and specifications theretofore having been approved in advance by Landlord, (iv) using mechanics and contractors having been approved by Landlord which approval shall not be unreasonably withheld; provided, however, that Landlord, at Tenant’s sole cost and expense, shall do all such work affecting the structural portions of the Building and the mechanical and electrical systems thereof, and (v) in a reasonable fashion to minimize noise, litter and/or odors resulting therefrom. The work performed by Landlord affecting the structural portions of the Building and the mechanical and electrical systems thereof shall be at reasonable and competitive cost. Tenant shall reimburse Landlord for Landlord’s reasonable costs of third party review of Tenant’s proposed structural alterations or those to the mechanical or electrical systems. (e) Landlord shall have the right at any time all rights therein as are then available to change the arrangement and/or location of entrances or passageways, doors and doorways and corridors, elevators, stairs, toilets or other public parts of the Building and to change the name, number or designation Landlord by which the Building is commonly known. Landlord shall have the right at any time to change the arrangement and/or location of the parking and common areas of the Development. In exercising its rights pursuant to this Section 8(e), Landlord shall not unreasonably interfere with Tenant’s access to the Premises or its operations thereinlaw.

Improvements and Alterations. (a) The Premises are delivered to Tenant Landlord’s sole construction obligation under this Lease is set forth in the Work Letter attached hereto as a turn-key build-out inclusive space, and Tenant hereby accepts the Premises in its AS-IS, WHERE-IS condition.Exhibit B. (b) Landlord will cooperate with Any alterations, additions, or improvements made by or on behalf of Tenant in enforcing the warranties of workmanship and materials which Landlord received with respect to construction of the Premises (“Alterations”) shall be subject to Landlord’s prior written consent. Notwithstanding the foregoing sentence to the extent that contrary, Tenant need not obtain Landlord’s consent for any minor, cosmetic non-structural Alterations totaling less than $50,000 in any calendar year during the repair thereof is Tenant’s responsibility hereunder. (i) Lease Term, provided Tenant otherwise complies with the provisions of this Paragraph 4 in installing such Alterations. Tenant shall not make cause, at its sole cost and expense, all Alterations to comply with insurance requirements and with Laws and shall construct, at its sole cost and expense, any alterations, additions alteration or improvements without the prior written consent modification required by Laws as a result of Landlordany Alterations. Any such alterations, additions or improvements (except movable furniture, business equipment and trade fixtures) shall at once become a part of the realty and belong to Landlord. The same All Alterations shall be made by Tenant, constructed at Tenant’s sole cost and expense. Unless directed otherwise expense and in a good and workmanlike manner by Landlord in writing, upon termination of this Lease, Tenant shall upon demand by Landlord, at Tenant’s sole cost and expense, forthwith remove any alterations, additions or improvements. (ii) Notwithstanding the provisions of Section 8(c)(i) or (d) to the contrary, Landlord’s consent shall not be required with respect to non-material, nonstructural interior alterations, additions or improvements to the Premises and Landlord will not unreasonably withhold its consent to any material non-structural interior alterations, additions or improvements to the Premises and/or to any structural alterations, additions or improvements to the Premises, provided notice is first given in writing by Tenant contractors reasonably acceptable to Landlord and written approval by Landlord is required only good grades of materials shall be used. All plans and specifications for any alterationAlterations shall be submitted to Landlord for its approval, addition or improvement that would materially affect any mechanical or electrical system. For purposes of this Section 8(c), demising walls, but not interior office walls, are deemed structural. (iii) Landlord acknowledges that Tenant’s furniture, trade fixtures, business equipment and personalty shall which approval will not be deemed alterationsunreasonably withheld, additions delayed or improvements which become conditioned. Landlord may monitor construction of the Alterations. Landlord’s property pursuant right to the terms hereof. (d) Any repairs made pursuant review plans and specifications and to Section 7(b) hereof or alterations and improvements made pursuant to this Section 8 by Tenant as required and permitted hereunder monitor construction shall be made solely for its own benefit, and performed Landlord shall have no duty to see that such plans and specifications or construction comply with applicable laws, codes, rules and regulations. Landlord shall have the right, in its sole discretion, to instruct Tenant to remove those improvements or Alterations from the Premises which (i) as Landlord may designate on a reasonable basis, (ii) in accordance with all applicable rules and regulations of Landlord and governmental authorities having jurisdiction, (iii) in the case of new construction in keeping with plans and specifications theretofore having been were not approved in advance by Landlord, (ivii) using mechanics were not built in material conformance with the plans and contractors having been specifications approved by Landlord, or (iii) Landlord which approval specified during its review of plans and specifications for Alterations would need to be removed by Tenant upon the expiration of this Lease. If Landlord approved the construction of Alterations, then Tenant shall not be obligated to remove such Alterations at the expiration of this Lease. Landlord shall not unreasonably withheld; providedwithhold, howevercondition or delay its approval with respect to what improvements or Alterations Landlord may require Tenant to remove at the expiration of the Lease. If upon the termination of this Lease Landlord requires Tenant to remove any or all of such Alterations from the Premises, that Landlordthen Tenant, at Tenant’s sole cost and expense, shall do promptly remove such Alterations and improvements and Tenant shall repair and restore the Premises to its original condition as of the Commencement Date, reasonable wear and tear excepted. Any Alterations remaining in the Premises following the expiration of the Lease Term or following the surrender of the Premises from Tenant to Landlord, shall become the property of Landlord unless Landlord notifies Tenant otherwise. Tenant shall provide Landlord with the identities and mailing addresses of all persons performing work or supplying materials, prior to beginning such construction, and Landlord may post on and about the Premises and record any notices of non-responsibility pursuant to applicable law. Tenant shall assure payment for the completion of all work affecting free and clear of liens and shall provide certificates of insurance for worker’s compensation and other coverage in amounts and from an insurance company reasonably satisfactory to Landlord protecting Landlord against liability for bodily injury or property damage during construction. Tenant shall pay to Landlord, as additional rent, the structural portions actual and reasonable costs of Landlord’s engineers and other consultants (but not Landlord’s on-site management personnel) for review of all plans, specifications and working drawings for the Alterations and for the incorporation of such Alterations in the Landlord’s master Building drawings, within ten (10) business days after Tenant’s receipt of invoices either from Landlord or such consultants. In addition to such costs, Tenant shall pay to Landlord, within ten (10) business days after completion of any Alterations, the actual, reasonable costs incurred by Landlord for services rendered by Landlord’s management personnel and engineers to coordinate and/or supervise any of the Alterations to the extent such services are provided in excess of or after the normal on-site hours of such engineers and management personnel. (c) Tenant shall keep the Premises, the Building and the mechanical Project free from any and electrical systems thereofall liens arising out of any Alterations, and work performed, materials furnished, or obligations incurred by or for Tenant. In the event that Tenant shall not, within twenty (v20) days following the imposition of any such lien, cause the same to be released of record by payment or posting of a bond in a reasonable fashion form and issued by a surety acceptable to minimize noiseLandlord, litter and/or odors resulting therefrom. The work performed Landlord shall have the right, but not the obligation, to cause such lien to be released by Landlord affecting such means as it shall deem proper (including payment of or defense against the structural portions of the Building and the mechanical and electrical systems thereof shall be at reasonable and competitive cost. claim giving rise to such lien); in such case, Tenant shall reimburse Landlord for all reasonable and actual amounts so paid by Landlord in connection therewith, together with all of Landlord’s reasonable and actual costs and expenses, with interest thereon at the Default Rate (defined below). Tenant agrees to indemnify, defend and hold Landlord, the Premises and the Project, harmless from all claims (including all costs and expenses of third party review defending against such claims) arising or alleged to arise from any act or omission of Tenant or Tenant’s proposed structural alterations agents, employees, contractor, subcontractors, suppliers, materialmen, architects, designers, surveyors, engineers, consultants, laborers, or those invitees, or arising from any bodily injury or property damage occurring or alleged to have occurred incident to any of the work to be performed by Tenant or its contractors or subcontractors with respect to the mechanical Premises, including the Tenant Improvements as set forth in Exhibit B to this Lease. Tenant’s indemnification of Landlord contained in this Paragraph shall survive the expiration or electrical systemsearlier termination of this Lease. Such rights of Landlord shall be in addition to all other remedies provided herein or by law. (ed) Landlord shall have the right at any time to change the arrangement and/or location of entrances or passagewaysNOTICE IS HEREBY GIVEN THAT LANDLORD SHALL NOT BE LIABLE FOR ANY LABOR, doors and doorways and corridorsSERVICES OR MATERIALS FURNISHED OR TO BE FURNISHED TO TENANT, elevatorsOR TO ANYONE HOLDING THE PREMISES THROUGH OR UNDER TENANT, stairsAND THAT NO MECHANICS’ OR OTHER LIENS FOR ANY SUCH LABOR, toilets or other public parts of the Building and to change the name, number or designation by which the Building is commonly known. Landlord shall have the right at any time to change the arrangement and/or location of the parking and common areas of the Development. In exercising its rights pursuant to this Section 8(e), Landlord shall not unreasonably interfere with Tenant’s access to the Premises or its operations thereinSERVICES OR MATERIALS SHALL ATTACH TO OR AFFECT THE INTEREST OF LANDLORD IN THE PREMISES.

Improvements and Alterations. (a) The Premises are delivered Tenant acknowledges that it has thoroughly and adequatly inspected the Premises, is satisfied with the condition thereof and accepting the same in its AS IS condition. Landlord shall be under no obligation to Tenant as a turn-key build-out inclusive spacemake any alterations, and Tenant hereby accepts improvements or otherwise perform any other work to the Premises in its AS-IS, WHERE-IS conditionor any other portion of the Property. (b) Landlord will cooperate with Any alterations, additions, or improvements made by or on behalf of Tenant in enforcing the warranties of workmanship and materials which Landlord received with respect to construction of the Premises (“Alterations”) shall be subject to the extent that the repair thereof is TenantLandlord’s responsibility hereunder. (i) prior written consent. Tenant shall not make cause, at its sole cost and expense, all Alterations to comply with insurance requirements and with Laws and shall construct, at its sole cost and expense, any alterations, additions alteration or improvements without the prior written consent modification required by Laws as a result of Landlordany Alterations. Any such alterations, additions or improvements (except movable furniture, business equipment and trade fixtures) shall at once become a part of the realty and belong to Landlord. The same All Alterations shall be made by Tenant, constructed at Tenant’s sole cost and expense. Unless directed otherwise expense and in a good and workmanlike manner by Landlord in writing, upon termination of this Lease, Tenant shall upon demand by Landlord, at Tenant’s sole cost and expense, forthwith remove any alterations, additions or improvements. (ii) Notwithstanding the provisions of Section 8(c)(i) or (d) to the contrary, Landlord’s consent shall not be required with respect to non-material, nonstructural interior alterations, additions or improvements to the Premises and Landlord will not unreasonably withhold its consent to any material non-structural interior alterations, additions or improvements to the Premises and/or to any structural alterations, additions or improvements to the Premises, provided notice is first given in writing by Tenant contractors reasonably acceptable to Landlord and written approval by Landlord is required only good grades of materials shall be used. All plans and specifications for any alterationAlterations shall be submitted to Landlord for its approval, addition or improvement that would materially affect any mechanical or electrical system. For purposes of this Section 8(c), demising walls, but not interior office walls, are deemed structural. (iii) Landlord acknowledges that Tenant’s furniture, trade fixtures, business equipment and personalty shall which approval will not be deemed alterationsunreasonably withheld, additions delayed or improvements which become conditioned. Landlord may monitor construction of the Alterations. Landlord’s property pursuant right to the terms hereof. (d) Any repairs made pursuant review plans and specifications and to Section 7(b) hereof or alterations and improvements made pursuant to this Section 8 by Tenant as required and permitted hereunder monitor construction shall be made solely for its own benefit, and performed Landlord shall have no duty to see that such plans and specifications or construction comply with applicable laws, codes, rules and regulations. Landlord shall have the right, in its sole discretion, to instruct Tenant to remove those improvements or Alterations from the Premises which (i) as Landlord may designate on a reasonable basis, (ii) in accordance with all applicable rules and regulations of Landlord and governmental authorities having jurisdiction, (iii) in the case of new construction in keeping with plans and specifications theretofore having been were not approved in advance by Landlord, (ivii) using mechanics were not built in conformance with the plans and contractors having been specifications approved by Landlord, or (iii) Landlord which approval specified during its review of plans and specifications for Alterations would need to be removed by Tenant upon the expiration of this Lease. If Landlord approved the construction of Alterations, then Tenant shall not be obligated to remove such Alterations at the expiration of this Lease. Landlord shall not unreasonably withheld; providedwithhold or delay its approval with respect to what improvements or Alterations Landlord may require Tenant to remove at the expiration of the Lease. If upon the termination of this Lease Landlord requires Tenant to remove any or all of such Alterations from the Premises, however, that Landlordthen Tenant, at Tenant’s sole cost and expense, shall do promptly remove such Alterations and improvements and Tenant shall repair and restore the Premises to its original condition as of the Commencement Date, reasonable wear and tear excepted. Any Alterations remaining in the Premises following the expiration of the Lease Term or following the surrender of the Premises from Tenant to Landlord, shall become the property of Landlord unless Landlord notifies Tenant otherwise. Tenant shall provide Landlord with the identities and mailing addresses of all persons performing work or supplying materials, prior to beginning such construction, and Landlord may post on and about the Premises notices of non-responsibility pursuant to applicable law. Tenant shall assure payment for the completion of all work free and clear of liens and shall provide certificates of insurance for worker’s compensation and other coverage in amounts and from an insurance company reasonably satisfactory to Landlord protecting Landlord against liability for bodily injury or property damage during construction. Upon completion of any Alterations and upon Landlord’s reasonable request, Tenant shall deliver to Landlord: (i) sworn statements setting forth the names of all contractors and subcontractors who did work on the Alterations;(ii) final lien waivers from all such work affecting contractors and subcontractors; (iii) a complete set of “As-Built” building plans (if applicable); and (iv) a Certificate of Occupancy for the structural portions of Premises (if applicable). (c) Tenant shall keep the Premises, the Building and the mechanical Project free from any and electrical systems thereofall liens arising out of any Alterations, and work performed, materials furnished, or obligations incurred by or for Tenant. In the event that Tenant shall not, within ten (v10) days following the imposition of any such lien, cause the same to be released of record by payment or posting of a bond in a reasonable fashion form and issued by a surety acceptable to minimize noiseLandlord, litter and/or odors resulting therefrom. The work performed Landlord shall have the right, but not the obligation, to cause such lien to be released by Landlord affecting such means as it shall deem proper (including payment of or defense against the structural portions of the Building and the mechanical and electrical systems thereof shall be at reasonable and competitive cost. 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 all of Landlord’s reasonable costs and expenses, with interest thereon at the Default Rate (defined below) and Tenant shall indemnify each and all of third party review the Landlord Indemnitees (defined below) against any damages, losses or costs arising out of any such claim. Tenant’s proposed structural alterations indemnification of Landlord contained in this Paragraph shall survive the expiration or those to the mechanical or electrical systems. (e) earlier termination of this Lease. Such rights of Landlord shall have the right at any time be in addition to change the arrangement and/or location of entrances all other remedies provided herein or passageways, doors and doorways and corridors, elevators, stairs, toilets or other public parts of the Building and to change the name, number or designation by which the Building is commonly known. Landlord shall have the right at any time to change the arrangement and/or location of the parking and common areas of the Development. In exercising its rights pursuant to this Section 8(e), Landlord shall not unreasonably interfere with Tenant’s access to the Premises or its operations thereinlaw.

Improvements and Alterations. 9.1.1 Tenant, its employees, agents, licensees, or contractors shall not make or install any alterations, improvements, additions, or fixtures (acollectively, “Improvements”) The that affect the exterior or interior of the Premises are delivered or any structural, mechanical, or electrical component of the Premises, or ▇▇▇▇, paint, drill, or in any way deface any floors, walls, ceilings, partitions, or any wood, stone, or iron work, without Landlord’s consent, which shall not be unreasonably withheld, conditioned or delayed. No construction or installation pursuant to this Section 9.1.1 shall be commenced by Tenant until Landlord has granted approval. All Improvements to the Premises will be at Tenant’s option (subject to Landlord’s consent as provided in this Section 9.1.1) and at Tenant’s sole cost other as provided in Section 9.3 below. Tenant shall indemnify and defend Landlord for all liens, claims, or damages caused by such Improvements by Tenant. In no event shall Landlord's consent be required for any refurbishment of the Premises by Tenant (including, but not limited to, recarpeting, repainting or similar cosmetic alterations) or for any single nonstructural alteration project costing less than Twenty Thousand Dollars ($20,000.00) or for the installation or removal of decorations. 9.1.2 Tenant shall give Landlord not less than ten (10) business days’ advanced written notice of the date of commencement of any construction work on the Premises so that Landlord can post notices of nonresponsibility. 9.1.3 Any and all Improvements effected by Tenant shall be constructed, installed or performed in a turn-key build-out inclusive spaceprofessional workmanlike manner, by licensed contractors retained by Tenant, in compliance with all applicable Laws, and Tenant hereby accepts the Premises or Tenant’s contractors shall obtain all permits and approvals of government agencies required by applicable Laws in its AS-IS, WHERE-IS conditionconnection therewith. 9.1.4 All Improvements (b) Landlord will cooperate with Tenant in enforcing the warranties of workmanship and materials which Landlord received with respect to construction of the Premises to the extent that the repair thereof is except Tenant’s responsibility hereunder. (i) Tenant shall not make any alterations, additions or improvements without the prior written consent of Landlord. Any such alterations, additions or improvements (except movable furniture, business equipment and trade fixtures) that may be made or installed upon Premises by either Landlord or Tenant and that in any manner are attached to the floors, walls, or ceilings, shall be the property of Landlord, and, at once become the termination of this Lease, shall remain upon and be surrendered with the Premises as a part of the realty and belong Premises, without disturbance or injury unless Landlord, by written notice provided to Landlord. The same Tenant at the time Landlord approves of such Improvements (which notice Landlord shall be made obligated to provide at such time), requires same to be removed or returned to their original condition prior to the Improvements. Tenant shall repair any damage to the Premises occasioned by the removal of its trade fixtures. If Landlord notifies Tenant in writing at the time that it gives its consent to any Improvements requested by Tenant that Tenant must remove such Improvements or restore the Premises to its original condition at the end of the Term, Tenant shall remove and/or restore the same, at Tenant’s expense, upon the termination of this Lease, and Tenant shall, forthwith and with all due diligence at Tenant’s sole cost and expense. Unless directed otherwise by Landlord in writingexpense remove such Improvements, upon termination of this Lease, Tenant shall upon demand by Landlord, at Tenant’s sole cost and expense, forthwith remove any alterations, additions or improvements. (ii) Notwithstanding the provisions of Section 8(c)(i) or (d) to the contrary, Landlord’s consent shall not be required with respect to non-material, nonstructural interior alterations, additions or improvements to restore the Premises and Landlord will not unreasonably withhold its consent to any material non-structural interior alterations, additions or improvements to the Premises and/or to any structural alterations, additions or improvements to the Premises, provided notice is first given in writing by Tenant to Landlord and written approval by Landlord is required for any alteration, addition or improvement that would materially affect any mechanical or electrical system. For purposes of this Section 8(c), demising walls, but not interior office walls, are deemed structural. (iii) Landlord acknowledges that Tenant’s furniture, trade fixtures, business equipment and personalty shall not be deemed alterations, additions or improvements which become Landlord’s property pursuant to the terms hereof. (d) Any repairs made pursuant to Section 7(b) hereof or alterations and improvements made pursuant to this Section 8 by Tenant as required and permitted hereunder shall be made and performed (i) as Landlord may designate on a reasonable basis, (ii) in accordance with all applicable rules and regulations of Landlord and governmental authorities having jurisdiction, (iii) in the case of new construction in keeping with plans and specifications theretofore having been approved in advance by Landlord, (iv) using mechanics and contractors having been approved by Landlord which approval shall not be unreasonably withheld; provided, however, that Landlord, at Tenant’s sole cost and expense, shall do all such work affecting the structural portions of the Building and the mechanical and electrical systems thereoftheir original condition, and (v) in a reasonable fashion to minimize noise, litter and/or odors resulting therefrom. The work performed by Landlord affecting the structural portions of the Building and the mechanical and electrical systems thereof shall be at reasonable and competitive cost. Tenant shall reimburse Landlord for Landlord’s reasonable costs of third party review of Tenant’s proposed structural alterations or those to the mechanical or electrical systems. (e) Landlord shall have the right at repair any time to change the arrangement and/or location of entrances or passageways, doors and doorways and corridors, elevators, stairs, toilets or other public parts of the Building and to change the name, number or designation by which the Building is commonly known. Landlord shall have the right at any time to change the arrangement and/or location of the parking and common areas of the Development. In exercising its rights pursuant to this Section 8(e), Landlord shall not unreasonably interfere with Tenant’s access damage to the Premises or its operations thereinBuilding caused by such removal or restoration.

Improvements and Alterations. (a) The Premises are delivered to Tenant as a turn-key build-out inclusive space, and Tenant hereby accepts TENANT shall have the Premises in its AS-IS, WHERE-IS condition. (b) Landlord will cooperate with Tenant in enforcing right during the warranties of workmanship and materials which Landlord received with respect to construction of the Premises to the extent that the repair thereof is Tenant’s responsibility hereunder. (i) Tenant shall not make any alterations, additions or improvements without the prior written consent of Landlord. Any such alterations, additions or improvements (except movable furniture, business equipment and trade fixtures) shall at once become a part of the realty and belong to Landlord. The same shall be made by Tenant, at Tenant’s sole cost and expense. Unless directed otherwise by Landlord in writing, upon termination continuance of this Lease, Tenant shall upon demand by Landlord, at Tenant’s sole cost Lease to make improvements and expense, forthwith remove any alterations, additions or improvements. (ii) Notwithstanding alterations on the provisions Leased Premises as may be proper and necessary for the conduct of Section 8(c)(i) or (d) to the contrary, Landlord’s consent shall not be required with respect to non-material, nonstructural interior alterations, additions or improvements to the Premises and Landlord will not unreasonably withhold its consent to any material non-structural interior alterations, additions or improvements to the Premises and/or to any structural alterations, additions or improvements to the Premises, provided notice is first given in writing by Tenant to Landlord and written approval by Landlord is required for any alteration, addition or improvement that would materially affect any mechanical or electrical system. For purposes of this Section 8(c), demising walls, but not interior office walls, are deemed structural. (iii) Landlord acknowledges that Tenant’s furniture, trade fixtures, business equipment and personalty shall not be deemed alterations, additions or improvements which become Landlord’s property pursuant to the terms hereof. (d) Any repairs made pursuant to Section 7(b) hereof or alterations and improvements made pursuant to this Section 8 by Tenant as required and permitted hereunder shall be made and performed (i) as Landlord may designate on a reasonable basis, (ii) in accordance with all applicable rules and regulations of Landlord and governmental authorities having jurisdiction, (iii) in the case of new construction in keeping with plans and specifications theretofore having been approved in advance by Landlord, (iv) using mechanics and contractors having been approved by Landlord which approval shall not be unreasonably withheldTENANT'S business; provided, however, that LandlordTENANT obtains the written consent of LANDLORD for any alterations or improvements, which consent will not be unreasonably withheld. At the sole option of LANDLORD, any such improvements and alterations shall become the property of LANDLORD at Tenant’s sole cost and expensethe termination of this Lease. If LANDLORD elects not to take such improvements, shall do all such work affecting TENANT agrees to restore the structural portions premises to their condition at the time of the Building beginning of this Lease. Except as otherwise provided, furnishings and trade fixtures installed on the mechanical Leased Premises by TENANT and electrical systems thereofpaid for by TENANT, including, without limitation, any cranes and crane ways and any other fixtures installed by TENANT (vother than the capitalized equipment shown on Schedule A which shall deemed to be the property of LANDLORD) shall remain the property of TENANT and may be removed upon the termination of this Lease, provided: a) that any of such as are fixed to the Leased Premises and require severance may be removed only if TENANT shall repair any damage caused by such removal to restore the Leased Premises in a reasonable fashion to minimize noise, litter and/or odors resulting therefrom. The work substantially the same condition as that when rented; and b) that TENANT shall have fully performed by Landlord affecting the structural portions all of the Building covenants and agreements to be performed under the mechanical and electrical systems thereof provisions of this Lease. It is further agreed that TENANT shall be at reasonable and competitive cost. Tenant shall reimburse Landlord for Landlord’s reasonable costs of third party review of Tenant’s proposed structural alterations or those to return the mechanical or electrical systems. (e) Landlord shall have Leased Premises in as good a condition as that on the right at any time to change the arrangement and/or location of entrances or passageways, doors and doorways and corridors, elevators, stairs, toilets or other public parts initial date of the Building and to change the name, number or designation by which the Building is commonly known. Landlord shall have the right at any time to change the arrangement and/or location term of the parking lease including repainting, repairing and common areas cleaning up of the Development. In exercising its rights pursuant to this Section 8(e), Landlord shall not unreasonably interfere with Tenant’s access to the Premises or its operations thereinLeased Premises.

Improvements and Alterations. (a) The Lessee shall have the right to make its own expense, with the prior consent of the lessor, which consent shall not be unreasonably withheld, additions, alterations and changes in and to the Leased Premises are delivered to Tenant as a turn-key build-out inclusive spaceprovides however, that no structural alterations and Tenant hereby accepts the Premises in its AS-IS, WHERE-IS condition. (b) Landlord will cooperate with Tenant in enforcing the warranties of workmanship and materials which Landlord received with respect to no construction of the Premises to the extent that the repair thereof is Tenant’s responsibility hereunder. (i) Tenant new or additional buildings or structures shall not make any alterations, additions or improvements without be commenced except with the prior written consent of Landlord. Any Lessor and except or complies with the following conditions (such alterations, additions structural alterations and construction of new or improvements additional building or structures being here in after referred to as the "work"): (except movable furniture, business equipment i) Lessee shall furnish to the Lessor plans and trade fixturesspecification showing in reasonably complete detail the work proposed to be carried out and the estimated cost there of and Lessor shall approve or reject such plans and specifications within thirty (30) shall at once become a part days after receipt of the realty same. If such plans and belong to Landlord. The same specifications are approved, all work shall be made by Tenant, at Tenant’s sole cost and expense. Unless directed otherwise by Landlord carried out in writing, upon termination of this Lease, Tenant shall upon demand by Landlord, at Tenant’s sole cost and expense, forthwith remove any alterations, additions or improvementscompliance with the same. (ii) Notwithstanding The value of the provisions Leased Premises shall not, as a result or any worked proposed to be carried out by Lessee, be less than the value of Section 8(c)(i) or (d) to the contrary, Landlord’s consent Leased Premises before the commencement of such work and Lessor shall not be required with respect to non-material, nonstructural interior alterations, additions or improvements to the Premises and Landlord will not unreasonably withhold its consent to any material non-structural interior alterations, additions or improvements to the Premises and/or to any structural alterations, additions or improvements to the Premises, provided notice is first given in writing by Tenant to Landlord and written approval by Landlord is required for any alteration, addition or improvement that would materially affect any mechanical or electrical system. For purposes sole judge of this Section 8(c), demising walls, but not interior office walls, are deemed structuralsuch value. (iii) Landlord acknowledges that Tenant’s furnitureAll work shall be carried out with reasonable dispatch and in good workmanship manner and in compliance with all applicable permits authorization and building and zoning by-laws and within all regulations and requirements of all competent authorities having jurisdiction over the Leased Premises. (iv) Lessor's building shall at all times be free of all conditional bills of sale, trade fixturespledges, business equipment registered privileges, workmanship and personalty suppliers' liens and other similar liens and charges. Lessee shall obtain prior to commencement of any work, from all work▇▇▇, ▇▇ntractors, builders, suppliers and architects, waivers and renunciations of privilege. (v) If the cost of any work shall be in excess of Five Thousand Dollars ($5,000.00) as reasonably estimated by Lessee, Lessor may require Lessee to furnish security satisfactory to Lessor guaranteeing the completion of the work and the payment of the cost thereof free and clear of all conditional bills of sale, pledges, privileges, work▇▇▇'▇ ▇▇▇ suppliers' liens and other similar liens and charges. (vi) Lessee shall maintain Workmen's Compensation Insurance covering all persons employed in connection with the work and shall produce evidence of such insurance to Lessor and shall also maintain such general liability insurance for the protection of Lessor and Lessee as Lessor may require. (vii) All work, when competed shall be comprised in, and form part of the Leased Premises and shall be subject to all the provisions of this Lease and Lessee shall not have any right to claim compensation therefore and the same shall not be deemed alterations, additions or improvements which become Landlord’s property pursuant to the terms hereofremoved by Lessee termination of this Lease. (dviii) Any repairs made pursuant In carrying out the Lessee undertakes not to Section 7(b) hereof or alterations and improvements made pursuant to this Section 8 by Tenant as required and permitted hereunder shall be made and performed (i) as Landlord may designate on a reasonable basis, (ii) in accordance with all applicable rules and regulations of Landlord and governmental authorities having jurisdiction, (iii) disturb other Lessees in the case of new construction building and shall hold Lessor harmless from any and all claims or auctions instituted by other Leases in keeping with plans and specifications theretofore having been approved in advance by Landlord, (iv) using mechanics and contractors having been approved by Landlord which approval shall not be unreasonably withheld; provided, however, that Landlord, at Tenant’s sole cost and expense, shall do all such work affecting the structural portions building against Lessor related to or arising out of the Building and the mechanical and electrical systems thereof, and (v) in a reasonable fashion to minimize noise, litter and/or odors resulting therefrom. The work performed by Landlord affecting the structural portions of the Building and the mechanical and electrical systems thereof shall be at reasonable and competitive cost. Tenant shall reimburse Landlord for Landlord’s reasonable costs of third party review of Tenant’s proposed structural alterations or those to the mechanical or electrical systemssaid work. (e) Landlord shall have the right at any time to change the arrangement and/or location of entrances or passageways, doors and doorways and corridors, elevators, stairs, toilets or other public parts of the Building and to change the name, number or designation by which the Building is commonly known. Landlord shall have the right at any time to change the arrangement and/or location of the parking and common areas of the Development. In exercising its rights pursuant to this Section 8(e), Landlord shall not unreasonably interfere with Tenant’s access to the Premises or its operations therein.

Improvements and Alterations. (a) The Premises are delivered Tenant shall have the right, at its sole cost and expense, to Tenant as a turn-key build-out inclusive space, and Tenant hereby accepts the Premises in its AS-IS, WHERE-IS condition. (b) Landlord will cooperate with Tenant in enforcing the warranties of workmanship and materials which Landlord received with respect to construction of the Premises make changes or alterations to the extent premises; provided, however, that in all cases any such changes or alterations shall be made subject to the repair thereof is Tenant’s responsibility hereunder.following conditions, which ▇▇▇▇▇▇ agrees to observe and perform: (i) a. Tenant shall not make any alterations, no alterations in or additions or improvements to the premises without first obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld; and ▇▇▇▇▇▇ shall notify Landlord at least ten (10) business days in advance of any alterations in or additions to the premises which ▇▇▇▇▇▇ proposes to make. Any Tenant shall post notice pursuant to the Colorado Mechanics Lien Act so that any lien recorded against the property of which the premises are a part does not attach to Landlord’s interest. b. If Landlord permits persons requested by Tenant to perform any alterations, repairs, modifications or additions to the premises, then prior to the commencement of any such work, Tenant shall deliver to Landlord certificates issued by insurance companies qualified to do business in Colorado evidencing that workers’ compensation insurance, public liability insurance and property damage insurance, all in amounts, with companies and on forms satisfactory to Landlord, are in force and maintained by all such contractors and subcontractors engaged by Tenant to perform such work. All such policies shall name Landlord as an additional insured and shall provide that the same may not be canceled or modified without thirty (30) days prior written notice to Landlord. c. All such alterations, additions or improvements (except movable furniture, business equipment and trade fixtures) shall at once become a part of the realty and belong to Landlord. The same shall be made by Tenant, at Tenant’s sole cost and expenseexpense and, except for the furniture and trade fixtures or except as otherwise provided herein, shall become the property of Landlord and shall be surrendered with the premises, as a part thereof, at the end of the term hereof. Unless directed otherwise Landlord and Tenant agree to walk through the premises on a date which is not more than forty- five (45) days prior to the end of the term, to examine the improvements and alterations made by Tenant in the premises. Landlord in writing, upon termination may within ten (10) days after such examination of this Lease, the premises by written notice to Tenant require Tenant to remove all or any part of the improvements or alterations installed by Tenant and to repair any damage to the premises resulting from such removal. Tenant shall construct such improvements or alterations in conformance with any and all applicable rules and regulations of any federal, state, or municipal code or ordinance. At least ten (10) days before the commencement of any such work, ▇▇▇▇▇▇ agrees to provide Landlord with lien waivers from all persons performing such work and materialmen providing materials used in connection therewith, which waivers may be conditioned upon demand by Landlordpayment. d. Tenant shall, at Tenant’s sole cost and expense, forthwith remove be responsible for any alterations, additions or improvements. (ii) Notwithstanding the provisions of Section 8(c)(i) or (d) to the contrary, Landlord’s consent shall not be required with respect to non-material, nonstructural interior alterations, additions modifications or improvements to the Premises premises, and Landlord will not unreasonably withhold its consent to the acquisition of any material non-structural interior auxiliary aids, required under Title III of the Americans With Disabilities Act (“ADA”), including all alterations, additions modifications, or improvements to the Premises and/or to any structural alterations, additions or improvements to the Premises, provided notice is first given in writing by Tenant to Landlord and written approval by Landlord is required for any alteration, addition or improvement that would materially affect any mechanical or electrical system. For purposes of this Section 8(c), demising walls, but not interior office walls, are deemed structural. (iii) Landlord acknowledges that Tenant’s furniture, trade fixtures, business equipment and personalty shall not be deemed alterations, additions or improvements which become Landlord’s property pursuant to the terms hereof. (d) Any repairs made pursuant to Section 7(b) hereof or alterations and improvements made pursuant to this Section 8 by Tenant as required and permitted hereunder shall be made and performed required: (i) as Landlord may designate on a reasonable basis, result of Tenant being a “Public Accommodation” (as defined in the ADA); (ii) as a result of the premises being a “Commercial Facility” (as defined in accordance with all applicable rules and regulations of Landlord and governmental authorities having jurisdiction, the ADA); (iii) in as a result of any leasehold improvements made to the case of new construction in keeping with plans and specifications theretofore having been approved in advance by premises by, or on behalf of, Tenant (whether or not Landlord, ’s consent to such leasehold improvements was obtained); or (iv) using mechanics and contractors having been approved by Landlord which approval shall not be unreasonably withheld; provided, however, that Landlord, at Tenant’s sole cost and expense, shall do all such work affecting the structural portions as a result of the Building and the mechanical and electrical systems thereof, and (v) in employment by Tenant of any individual with a reasonable fashion to minimize noise, litter and/or odors resulting therefrom. The work performed by Landlord affecting the structural portions of the Building and the mechanical and electrical systems thereof shall be at reasonable and competitive cost. Tenant shall reimburse Landlord for Landlord’s reasonable costs of third party review of Tenant’s proposed structural alterations or those to the mechanical or electrical systemsdisability. (e) Landlord shall have the right at any time to change the arrangement and/or location of entrances or passageways, doors and doorways and corridors, elevators, stairs, toilets or other public parts of the Building and to change the name, number or designation by which the Building is commonly known. Landlord shall have the right at any time to change the arrangement and/or location of the parking and common areas of the Development. In exercising its rights pursuant to this Section 8(e), Landlord shall not unreasonably interfere with Tenant’s access to the Premises or its operations therein.

Improvements and Alterations. (a) The Premises are delivered to Tenant Landlord’s sole construction obligation under this Lease is set forth in the Work Letter attached hereto as a turn-key build-out inclusive space, and Tenant hereby accepts the Premises in its AS-IS, WHERE-IS condition.Exhibit B. (b) Landlord will cooperate with Any alterations, additions, or improvements made by or on behalf of Tenant in enforcing the warranties of workmanship and materials which Landlord received with respect to construction of the Premises after the Tenant Improvements are substantially completed by Landlord (“Alterations”) shall be subject to Landlord’s prior written consent. Notwithstanding the extent that foregoing, provided Tenant otherwise complies with the repair thereof is Tenantprovisions of this ▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇’s responsibility hereunder. (i) consent shall not be required for any Alterations costing less than $30,000. Tenant shall not make cause, at its sole cost and expense, all Alterations to comply with insurance requirements and with Laws and shall construct, at its sole cost and expense, any alterations, additions alteration or improvements without the prior written consent modification required by Laws as a result of Landlordany Alterations. Any such alterations, additions or improvements (except movable furniture, business equipment and trade fixtures) shall at once become a part of the realty and belong to Landlord. The same All Alterations shall be made by Tenant, constructed at Tenant’s sole cost and expense. Unless directed otherwise expense and in a good and workmanlike manner by Landlord in writing, upon termination of this Lease, Tenant shall upon demand by Landlord, at Tenant’s sole cost and expense, forthwith remove any alterations, additions or improvements. (ii) Notwithstanding the provisions of Section 8(c)(i) or (d) to the contrary, Landlord’s consent shall not be required with respect to non-material, nonstructural interior alterations, additions or improvements to the Premises and Landlord will not unreasonably withhold its consent to any material non-structural interior alterations, additions or improvements to the Premises and/or to any structural alterations, additions or improvements to the Premises, provided notice is first given in writing by Tenant contractors reasonably acceptable to Landlord and written approval by Landlord is required only good grades of materials shall be used. All plans and specifications for any alterationAlterations shall be submitted to Landlord for its approval, addition or improvement that would materially affect any mechanical or electrical system. For purposes of this Section 8(c), demising walls, but not interior office walls, are deemed structural. (iii) Landlord acknowledges that Tenant’s furniture, trade fixtures, business equipment and personalty shall which approval will not be deemed alterationsunreasonably withheld, additions delayed or improvements which become conditioned. Landlord may monitor construction of the Alterations. Landlord’s property pursuant right to the terms hereof. (d) Any repairs made pursuant review plans and specifications and to Section 7(b) hereof or alterations and improvements made pursuant to this Section 8 by Tenant as required and permitted hereunder monitor construction shall be made solely for its own benefit, and performed Landlord shall have no duty to see that such plans and specifications or construction comply with applicable laws, codes, rules and regulations. Landlord shall have the right, in its sole discretion, to instruct Tenant to remove those improvements or Alterations from the Premises which (i) as Landlord may designate on a reasonable basis, (ii) in accordance with all applicable rules and regulations of Landlord and governmental authorities having jurisdiction, (iii) in the case of new construction in keeping with plans and specifications theretofore having been were not approved in advance by Landlord, (ivii) using mechanics were not built in conformance with the plans and contractors having been specifications approved by Landlord, or (iii) Landlord which approval specified during its review of plans and specifications for Alterations would need to be removed by Tenant upon the expiration of this Lease. If Landlord approved the construction of Alterations, then Tenant shall not be obligated to remove such Alterations at the expiration of this Lease. Landlord shall not unreasonably withheld; providedwithhold or delay its approval with respect to what improvements or Alterations Landlord may require Tenant to remove at the expiration of the Lease. If upon the termination of this Lease Landlord requires Tenant to remove any or all of such Alterations from the Premises, however, that Landlordthen Tenant, at Tenant’s sole cost and expense, shall do promptly remove such Alterations and improvements and Tenant shall repair and restore the Premises to its original condition as of the Commencement Date, reasonable wear and tear excepted. Any Alterations remaining in the Premises following the expiration of the Lease Term or following the surrender of the Premises from Tenant to Landlord, shall become the property of Landlord unless Landlord notifies Tenant otherwise. Tenant shall provide Landlord with the identities and mailing addresses of all persons performing work or supplying materials, prior to beginning such construction, and Landlord may post on and about the Premises notices of non-responsibility pursuant to applicable law. Tenant shall assure payment for the completion of all work free and clear of liens and shall provide certificates of insurance for worker’s compensation and other coverage in amounts and from an insurance company reasonably satisfactory to Landlord protecting Landlord against liability for bodily injury or property damage during construction. Upon completion of any Alterations and upon Landlord’s reasonable request, Tenant shall deliver to Landlord: (i) sworn statements setting forth the names of all contractors and subcontractors who did work on the Alterations;(ii) final lien waivers from all such work affecting contractors and subcontractors; (iii) a complete set of “As-Built” building plans (if applicable); and (iv) a Certificate of Occupancy for the structural portions of Premises (if applicable). (c) Tenant shall keep the Premises, the Building and the mechanical Project free from any and electrical systems thereofall liens arising out of any Alterations, and work performed, materials furnished, or obligations incurred by or for Tenant. In the event that Tenant shall not, within ten (v10) days following the imposition of any such lien, cause the same to be released of record by payment or posting of a bond in a reasonable fashion form and issued by a surety acceptable to minimize noiseLandlord, litter and/or odors resulting therefrom. The work performed Landlord shall have the right, but not the obligation, to cause such lien to be released by Landlord affecting such means as it shall deem proper (including payment of or defense against the structural portions of the Building and the mechanical and electrical systems thereof shall be at reasonable and competitive cost. 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 all of Landlord’s reasonable costs and expenses, with interest thereon at the Default Rate (defined below) and Tenant shall indemnify each and all of third party review the Landlord Indemnitees (defined below) against any damages, losses or costs arising out of any such claim. Tenant’s proposed structural alterations indemnification of Landlord contained in this Paragraph shall survive the expiration or those to the mechanical or electrical systems. (e) earlier termination of this Lease. Such rights of Landlord shall have the right at any time be in addition to change the arrangement and/or location of entrances all other remedies provided herein or passageways, doors and doorways and corridors, elevators, stairs, toilets or other public parts of the Building and to change the name, number or designation by which the Building is commonly known. Landlord shall have the right at any time to change the arrangement and/or location of the parking and common areas of the Development. In exercising its rights pursuant to this Section 8(e), Landlord shall not unreasonably interfere with Tenant’s access to the Premises or its operations thereinlaw.

Improvements and Alterations. (a) The Premises are delivered Landlord hereby delivers to Tenant as a turn-key build-out inclusive spaceTenant, and Tenant hereby accepts from Landlord, the Premises in its existing “AS-IS”, “WHERE-IS IS” and “WITH ALL FAULTS” condition, and Tenant acknowledges that Landlord shall have no obligation to refurbish or otherwise improve the Premises after the Date of this Lease. (b) Landlord will cooperate with Any alterations, additions, or improvements made by or on behalf of Tenant in enforcing the warranties of workmanship and materials which Landlord received with respect to construction of the Premises (“Alterations”) shall be subject to the extent that the repair thereof is TenantLandlord’s responsibility hereunder. (i) prior written consent. Tenant shall not make cause, at its sole cost and expense, all Alterations to comply with insurance requirements and with Laws and shall construct, at its sole cost and expense, any alterations, additions alteration or improvements without the prior written consent modification required by Laws as a result of Landlordany Alterations. Any such alterations, additions or improvements (except movable furniture, business equipment and trade fixtures) shall at once become a part of the realty and belong to Landlord. The same All Alterations shall be made by Tenant, constructed at Tenant’s sole cost and expenseexpense and in a good and workmanlike manner by contractors reasonably acceptable to Landlord and only good grades of materials shall be used. Unless directed otherwise All plans and specifications for any Alterations shall be submitted to Landlord for its approval. Landlord may monitor construction of the Alterations. Landlord’s right to review plans and specifications and to monitor construction shall be solely for its own benefit, and Landlord shall have no duty to see that such plans and specifications or construction comply with applicable Laws. Without limiting the other grounds upon which Landlord may refuse to approve any contractor or subcontractor, Landlord may take into account the desirability of maintaining harmonious labor relations at the Project. Landlord may also require that all life safety related work and all mechanical, electrical, plumbing and roof related work be performed by contractors designated by Landlord. Landlord shall have the right, in writingits sole discretion, to instruct Tenant to remove any improvements or Alterations from the Premises at the expiration or earlier termination of the Lease. If, upon the termination of this Lease, Landlord requires Tenant shall upon demand by Landlord, at Tenant’s sole cost and expense, forthwith to remove any alterations, additions or improvements. (ii) Notwithstanding the provisions all of Section 8(c)(i) or (d) to the contrary, Landlord’s consent shall not be required with respect to non-material, nonstructural interior alterations, additions or improvements to the Premises and Landlord will not unreasonably withhold its consent to any material non-structural interior alterations, additions or improvements to the Premises and/or to any structural alterations, additions or improvements to such Alterations from the Premises, provided notice is first given in writing by Tenant to Landlord and written approval by Landlord is required for any alteration, addition or improvement that would materially affect any mechanical or electrical system. For purposes of this Section 8(c), demising walls, but not interior office walls, are deemed structural. (iii) Landlord acknowledges that then Tenant’s furniture, trade fixtures, business equipment and personalty shall not be deemed alterations, additions or improvements which become Landlord’s property pursuant to the terms hereof. (d) Any repairs made pursuant to Section 7(b) hereof or alterations and improvements made pursuant to this Section 8 by Tenant as required and permitted hereunder shall be made and performed (i) as Landlord may designate on a reasonable basis, (ii) in accordance with all applicable rules and regulations of Landlord and governmental authorities having jurisdiction, (iii) in the case of new construction in keeping with plans and specifications theretofore having been approved in advance by Landlord, (iv) using mechanics and contractors having been approved by Landlord which approval shall not be unreasonably withheld; provided, however, that Landlord, at Tenant’s sole cost and expense, shall do promptly remove such Alterations and improvements and Tenant shall repair and restore the Premises to its original condition as of the Commencement Date, reasonable wear and tear excepted. Any Alterations remaining in the Premises following the expiration of the Lease Term or following the surrender of the Premises from Tenant to Landlord, shall become the property of Landlord unless Landlord notifies Tenant otherwise. Tenant shall provide Landlord with the identities and mailing addresses of all persons performing work or supplying materials, prior to beginning such construction, and Landlord may post on and about the Premises and record any notices of non-responsibility pursuant to applicable law. Tenant shall assure payment for the completion of all work free and clear of liens and shall provide certificates of insurance for worker’s compensation and other coverage in amounts and from an insurance company reasonably satisfactory to Landlord protecting Landlord against liability for bodily injury or property damage during construction. Upon completion of any Alterations and upon Landlord’s reasonable request, Tenant shall deliver to Landlord sworn statements setting forth the names of all contractors and subcontractors who did work on the Alterations and final lien waivers from all such work affecting contractors and subcontractors. Tenant shall pay to Landlord, as Additional Rent, the structural reasonable costs of Landlord’s engineers and other consultants (but not Landlord’s on-site management personnel) for review of all plans, specifications and working drawings for the Alterations and for the incorporation of such Alterations in the Landlord’s master Building drawings, within ten (10) business days after Tenant’s receipt of invoices either from Landlord or such consultants together with (in any event) an administrative charge of ten percent (10%) of the actual costs of such work. In addition to such costs, Tenant shall pay to Landlord, within ten (10) business days after completion of any Alterations, the actual, reasonable costs incurred by Landlord for services rendered by Landlord’s management personnel and engineers to coordinate and/or supervise any of the Alterations to the extent such services are provided in excess of or after the normal on-site hours of such engineers and management personnel. Together with Tenant’s request for approval of any Alterations and the plans and specifications submitted to Landlord therefor, Tenant may expressly request in writing (in bold upper case letters (in 16 point font or larger) that Landlord specify whether the Alterations (or portions thereof) must be removed from the Premises upon the expiration or earlier termination of the Lease Term (the “Removal Request”), in which case Landlord shall specify such Alterations (or portions thereof) together with Landlord’s written approval thereof (if such approval is granted in accordance with the terms hereof). If Tenant delivers a Removal Request to Landlord with the information regarding the Alterations required herein, and Landlord delivers to Tenant written approval of such Alterations, and together with such approval Landlord specifies that such Alterations (or any portions thereof) are not required to be removed upon the expiration or earlier termination of this Lease, then Tenant shall not be required to remove such Alterations. Notwithstanding the foregoing, Landlord shall have the right, in its sole discretion, to instruct Tenant to remove from the Premises those Alterations that (i) were not approved in writing and in advance by Landlord, (ii) were not built in conformance with the plans and specifications approved in writing by Landlord, or (iii) Landlord specified during its review of the applicable plans and specifications would need to be removed by Tenant upon the expiration or earlier termination of this Lease. However, Tenant will have no obligation to remove, replace or modify any tenant improvements existing as of the Date of this Lease nor will Tenant be obligated to restore the Premises to a condition pre-existing the Date of this Lease. (c) Tenant shall keep the Premises, the Building and the mechanical Project free from any and electrical systems thereofall liens arising out of any Alterations, and work performed, materials furnished, or obligations incurred by or for Tenant. In the event that Tenant shall not, within ten (v10) days following the imposition of any such lien, cause the same to be released of record by payment or posting of a bond in a reasonable fashion form and issued by a surety acceptable to minimize noiseLandlord, litter and/or odors resulting therefrom. The work performed Landlord shall have the right, but not the obligation, to cause such lien to be released by Landlord affecting such means as it shall deem proper (including payment of or defense against the structural portions of the Building and the mechanical and electrical systems thereof shall be at reasonable and competitive cost. 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 all of Landlord’s reasonable costs and expenses, with interest thereon at the Default Rate (defined below) and Tenant shall indemnify and defend each and all of third party review the Landlord Indemnitees (defined below) against any damages, losses or costs arising out of any such claim. Tenant’s proposed structural alterations indemnification of Landlord contained in this Paragraph shall survive the expiration or those earlier termination of this Lease. Such rights of Landlord shall be in addition to the mechanical all other remedies provided herein or electrical systemsby law. (ed) Landlord shall have the right at any time to change the arrangement and/or location of entrances or passagewaysNOTICE IS HEREBY GIVEN THAT LANDLORD SHALL NOT BE LIABLE FOR ANY LABOR, doors and doorways and corridorsSERVICES OR MATERIALS FURNISHED OR TO BE FURNISHED TO TENANT, elevatorsOR TO ANYONE HOLDING THE PREMISES THROUGH OR UNDER TENANT, stairsAND THAT NO MECHANICS’ OR OTHER LIENS FOR ANY SUCH LABOR, toilets or other public parts of the Building and to change the name, number or designation by which the Building is commonly known. Landlord shall have the right at any time to change the arrangement and/or location of the parking and common areas of the Development. In exercising its rights pursuant to this Section 8(e), Landlord shall not unreasonably interfere with Tenant’s access to the Premises or its operations thereinSERVICES OR MATERIALS SHALL ATTACH TO OR AFFECT THE INTEREST OF LANDLORD IN THE PREMISES.

Improvements and Alterations. (a) Lessor agrees to furnish the demised premises to the Lessee at the fixturing date with those improvements set forth as Lessor's Improvements in Schedule "C" attached hereto. The Premises are delivered Lessee agrees to Tenant as a turn-key build-out inclusive spacebe responsible for the installation at the fixturing date at its sole risk, cost and Tenant hereby accepts the Premises in its AS-IS, WHERE-IS condition. (b) Landlord will cooperate with Tenant in enforcing the warranties of workmanship and materials which Landlord received with respect to construction expense of the Premises to Lessee's Improvements in accordance with the extent that rules and regulations as set forth in Schedule "D" attached hereto. Should the repair thereof is Tenant’s responsibility hereunder. (i) Tenant shall not make Lessee require any alterations, additions improvements, partitions, or improvements changes of whatsoever kind to or in the demised premises after the Lessee has taken possession thereof, the Lessee will make and install the same at its own expense; PROVIDED HOWEVER, that no repairs, alterations, improvements, partitions, or changes of whatsoever kind shall be made without the written consent of the Lessor first had and obtained, such consent not to be unreasonably withheld; PROVIDED FURTHER, that any such repairs, alterations, improvements, partitions, or changes of whatsoever kind shall be made in a good and workmanlike manner with new, first-class materials and shall be carried out and the plans relating thereto shall be prepared by such tradesman, engineers or consultants as are approved by the Lessor. All alterations, improvements, partitions and changes made in or to the demised premises at any time before or after the taking of possession by the Lessee, by the Lessee or the Lessor, shall immediately become the property of the Lessor and form part of the demised premises and the building and shall remain upon the demised premises; PROVIDED ALWAYS that the Lessor may at the expiration or sooner termination of this Lease for any reason whatsoever require that the Lessee restore the demised premises in whole or in part to the same condition in which they were at the time of the entering into of this Lease, the exceptions to the Lessee's repair obligations only excepted. The Lessee shall not remove any furniture, leasehold improvements, fixtures, chattels of any kind from the demised premises without the prior written consent of Landlordthe Lessor and until all rents and other monies due are fully paid. Any such alterations, additions 34 No signs shall be installed in or improvements (except movable furniture, business equipment and trade fixtures) shall at once become a part on the demised premises or the building or the lands without the prior consent of the realty Lessor, and, in any event, all signs shall conform to building standard as to size and belong to Landlord. The same design, shall be made installed by Tenantthe Lessee and, at Tenant’s sole cost and expense. Unless directed otherwise by Landlord in writing, upon the termination of this Lease, Tenant shall upon demand be removed by Landlordthe Lessee and any damage caused by such removal shall be repaired, all at Tenant’s the expense of the Lessee. All such signs shall require the written consent of the Lessor as to location and design before their installation and the Lessee shall be responsible at its sole cost and expense, forthwith remove any alterations, additions for obtaining all appropriate municipal or improvementsregulatory approvals. (ii) Notwithstanding the provisions of Section 8(c)(i) or (d) to the contrary, Landlord’s consent shall not be required with respect to non-material, nonstructural interior alterations, additions or improvements to the Premises and Landlord will not unreasonably withhold its consent to any material non-structural interior alterations, additions or improvements to the Premises and/or to any structural alterations, additions or improvements to the Premises, provided notice is first given in writing by Tenant to Landlord and written approval by Landlord is required for any alteration, addition or improvement that would materially affect any mechanical or electrical system. For purposes of this Section 8(c), demising walls, but not interior office walls, are deemed structural. (iii) Landlord acknowledges that Tenant’s furniture, trade fixtures, business equipment and personalty shall not be deemed alterations, additions or improvements which become Landlord’s property pursuant to the terms hereof. (d) Any repairs made pursuant to Section 7(b) hereof or alterations and improvements made pursuant to this Section 8 by Tenant as required and permitted hereunder shall be made and performed (i) as Landlord may designate on a reasonable basis, (ii) in accordance with all applicable rules and regulations of Landlord and governmental authorities having jurisdiction, (iii) in the case of new construction in keeping with plans and specifications theretofore having been approved in advance by Landlord, (iv) using mechanics and contractors having been approved by Landlord which approval shall not be unreasonably withheld; provided, however, that Landlord, at Tenant’s sole cost and expense, shall do all such work affecting the structural portions of the Building and the mechanical and electrical systems thereof, and (v) in a reasonable fashion to minimize noise, litter and/or odors resulting therefrom. The work performed by Landlord affecting the structural portions of the Building and the mechanical and electrical systems thereof shall be at reasonable and competitive cost. Tenant shall reimburse Landlord for Landlord’s reasonable costs of third party review of Tenant’s proposed structural alterations or those to the mechanical or electrical systems. (e) Landlord shall have the right at any time to change the arrangement and/or location of entrances or passageways, doors and doorways and corridors, elevators, stairs, toilets or other public parts of the Building and to change the name, number or designation by which the Building is commonly known. Landlord shall have the right at any time to change the arrangement and/or location of the parking and common areas of the Development. In exercising its rights pursuant to this Section 8(e), Landlord shall not unreasonably interfere with Tenant’s access to the Premises or its operations therein.

Improvements and Alterations. (a) The Subject to those express representations and warranties by Landlord expressly set forth herein, Landlord shall deliver the Premises are delivered to Tenant as a turn-key build-out inclusive spaceTenant, and Tenant hereby accepts agrees to accept the Premises from Landlord in its existing “AS-IS”, “WHERE-IS IS” and “WITH ALL FAULTS” condition, and Landlord shall have no obligation to refurbish or otherwise improve the Premises throughout the Lease Term; provided, however, and notwithstanding the foregoing to the contrary, Landlord agrees (i) to perform the Renovation Work, (ii) to deliver the Premises vacant, in broom clean condition and with all data cabling and movable furniture removed therefrom, and (iii) to provide the Tenant Improvement Allowances set forth in Item 18 of the Basic Lease Provisions which shall be disbursed in accordance with the terms and conditions of Exhibits ▇-▇, ▇-▇, and B-3. (b) Tenant shall make no alterations, changes or additions in or to the Premises (collectively, “Alterations”) without Landlord’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, and if reasonably disapproved, Landlord will cooperate with shall advise Tenant of any additional changes which may be required to obtain Landlord’s approval. If Landlord disapproves of any proposed Alterations, Landlord shall respond, in enforcing writing, stating the warranties grounds for such disapproval, within ten (10) Business Days after receipt of workmanship and materials which Tenant’s request for approval of the proposed Alterations, provided that, if Landlord received with respect fails to construction respond, Landlord shall be deemed to have approved the proposed Alterations. Notwithstanding the foregoing, Tenant may perform non-structural improvements to the interior of the Premises (such as painting, carpeting and wall covering) without Landlord’s prior consent but with prior notice to the extent that the repair thereof is Tenant’s responsibility hereunder. Landlord, provided that: (i) the improvements do not impact or affect the structural integrity, the roof of the Building, the building systems (including, without limitation, the HVAC, electric, mechanical, plumbing, fire, or life safety systems) (the “Building Systems”) or the operation of the Building; (ii) such improvements do not cost in excess of $50,000 per floor or $500,000 in the aggregate in any one (1) calendar year; and (iii) Tenant shall, prior to the commencement of the work, deliver to Landlord proofs of contractor insurance, in form reasonably acceptable to Landlord, from all contractors performing such work and plans indicating the nature of the proposed improvements. In installing or constructing any Alterations, Tenant shall not make only use contractors reasonably approved by Landlord in writing. Without limiting the other grounds upon which Landlord may refuse to approve any alterationscontractor or subcontractor, additions or improvements without Landlord may take into account the prior written consent desirability of maintaining harmonious labor relations at the Project in approving such contractors. For any Alterations that require Landlord. Any such alterations’s approval, additions or improvements (except movable furnitureTenant shall submit to Landlord fully detailed and dimensioned plans and specifications pertaining to the Alterations in question, business equipment to be prepared and trade fixtures) shall submitted by Tenant at once become a part of the realty and belong to Landlord. The same shall be made by Tenant, at Tenant’s its sole cost and expense. Unless directed otherwise by Landlord in writing, upon termination of this Lease, Tenant shall upon demand at its sole cost and expense obtain all necessary approvals and permits pertaining to any Alterations approved by Landlord. Tenant hereby indemnifies, defends and agrees to hold Landlord free and harmless from all liens and claims of lien, and all other liability, claims and demands arising out of any work done or material supplied to the Premises by or at the request of Tenant in connection with any Alterations, unless any such liability, claim or demand is the result of the negligence or willful misconduct of Landlord or its agent, employee or contractor. Following the (i) Phase I Premises Delivery Dates as set forth in the tables located in Item 9 of the Basic Lease Provisions for the Phase I Premises, (ii) Phase II Premises Delivery Dates as set forth in the tables located in Item 9 of the Basic Lease Provisions for the Phase II Premises, and (iii) Phase III Premises Delivery Dates as set forth in the tables located in Item 9 of the Basic Lease Provisions for the Phase III Premises, any and all costs attributable to or related to the applicable building codes of the city in which the Project is located (or any other authority having jurisdiction over the Project) arising from Tenant’s plans, specifications, improvements, alterations or otherwise shall be paid by Tenant at its sole cost and expense, forthwith remove any alterations, additions or improvements. (c) With regard to repairs, Alterations or any other work arising from or related to this ▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇ shall be entitled to receive an administrative/supervision fee equal to (i) One Hundred Fifty Dollars ($150) per hour for every hour reasonably and actually spent by Landlord’s construction management and/or property management personnel supervising or overseeing the Alterations, plus (ii) Notwithstanding the provisions actual cost of Section 8(c)(iany materials expended by such construction management and/or property management personnel. Landlord shall provide reasonable documentation of the calculation of its administration/supervision fee as part of its submission to Tenant. After the initial five (5) or (d) to years of the contraryLease Term, the foregoing hourly fee shall be reasonably adjusted based on market conditions. Landlord’s consent right to review plans and specifications and to monitor construction of Alterations shall not be required solely for its own benefit, and Landlord shall have no duty to see that such plans and specifications or construction comply with respect to non-materialapplicable laws, nonstructural interior alterationscodes, additions or rules and regulations. The construction of initial improvements to the Premises shall be governed by the terms of the Phase I Premises Work Letter, Phase II Premises Work Letter, and Landlord will Phase III Premises Work Letter (each, a “Work Letter”) and not unreasonably withhold its consent to any material non-structural interior alterations, additions or improvements to the Premises and/or to any structural alterations, additions or improvements to the Premises, provided notice is first given in writing by Tenant to Landlord and written approval by Landlord is required for any alteration, addition or improvement that would materially affect any mechanical or electrical system. For purposes terms of this Section 8(c), demising walls, but not interior office walls, are deemed structural. (iii) Landlord acknowledges that Tenant’s furniture, trade fixtures, business equipment and personalty shall not be deemed alterations, additions or improvements which become Landlord’s property pursuant to the terms hereofParagraph 4. (d) Any repairs made pursuant Notwithstanding anything in this Paragraph 4 to Section 7(b) hereof or alterations and improvements made pursuant to this Section 8 by Tenant as required and permitted hereunder shall be made and performed the contrary, (i) as concurrently with Landlord’s approval of any Alterations and/or improvements installed by Tenant, Landlord may designate on a reasonable basisshall notify Tenant in writing which, if any, of such Alterations and/or improvements need to be removed by Tenant from the Premises upon the expiration or earlier termination of the Lease (“Alterations Removal Notice”), and (ii) in accordance with all applicable rules Tenant shall not have any obligation to remove any Alteration and/or improvement (x) for which Landlord’s approval was requested and regulations of Landlord and governmental authorities having jurisdiction, did not give Tenant such notice or (iiiy) which is not a Specialty Improvement. Unless otherwise set forth in the case Alterations Removal notice, Tenant shall remove all Specialty Improvements from the Premises upon the expiration or earlier termination of new construction the Lease Term and Tenant shall repair any damage to the Premises (as expressly stated herein) caused by such removal. As used in keeping with plans this Lease “Specialty Improvements” means any of the following: any server racks, security system, card access systems, key pad door hardware, heat pumps, high density filing systems, data centers, classrooms, courtrooms, cafeteria, fitness center (including showers and specifications theretofore having been approved other amenities for the fitness center), internal stairwells, raised floors, voice, data and other cabling, libraries, any areas requiring floor reinforcement or enhanced systems requirements, supplemental HVAC equipment or systems or components thereof, and supplemental systems and equipment used on connection therewith. In addition, notwithstanding anything in advance by Landlordthis Paragraph 4 to the contrary, (iv) using mechanics and contractors having been approved by Landlord which approval Tenant shall not be unreasonably withheld; provided, however, that Landlord, at Tenant’s sole cost and expense, shall do all such work affecting the structural portions required to remove any of the Building and Alterations and/or improvements which exist in the mechanical and electrical systems thereof, and (v) in a reasonable fashion Premises at the time that Landlord delivers the Premises to minimize noise, litter and/or odors resulting therefrom. The work performed by Landlord affecting the structural portions Tenant or any of the Building and the mechanical and electrical systems thereof shall be at reasonable and competitive costTenant Improvements. Tenant shall reimburse Landlord for Landlord’s reasonable costs of third party review of Tenant’s proposed structural alterations or those to the mechanical or electrical systems. (e) Landlord shall have the right at any time to change the arrangement and/or location of entrances or passageways, doors and doorways and corridors, elevators, stairs, toilets or other public parts of the Building and to change the name, number or designation by which the Building is commonly known. Landlord shall have the right at any time to change the arrangement and/or location of the parking and common areas of the Development. In exercising its rights pursuant to this Section 8(e), Landlord shall not unreasonably interfere withhold or delay its approval with Tenant’s access respect to what improvements or Alterations Landlord may require Tenant to remove at the Premises or its operations thereinexpiration of the Lease.

Improvements and Alterations. (a) The Premises are delivered Simultaneously with the execution of this Lease, Landlord has conveyed the Improvements to Tenant as a turn-key build-out inclusive spaceby separate instrument, including the existing building located thereon (the "Building"). Tenant agrees that Tenant will not make any structural or exterior changes to the Building without first obtaining Landlord's written consent in accordance with the provisions of subparagraph (b) herein. In the event Tenant desires to make structural or exterior changes or modifications to the Building, Tenant shall submit to Landlord plans and specifications for such changes, including front, rear and side elevations (collectively, the "Plans"), said Plans to be submitted and authorization obtained prior to any structural or exterior work being performed. The Improvements on the Leased Premises and any additions thereto made during the term of the Lease or any extension thereof, shall remain the property of the Tenant until the expiration or termination of the Lease and Tenant shall have the right to remove any of Tenant's personal property, trade fixtures or furnishings, and exterior signage at any time during the term of this Lease or at its expiration or other termination, subject to the terms and conditions of the Lease. Tenant hereby accepts the Premises may, without Landlord's consent, obtain financing for such improvements and insure its interest in its AS-IS, WHERE-IS conditionsame. Landlord does not agree to subordinate any of Landlord's rights to any financing institution of Tenant. (b) Landlord will cooperate with Tenant in enforcing the warranties of workmanship and materials which Landlord received with respect to construction of the Premises to the extent agrees that the repair thereof is consent required by subparagraph (a) above will not be unreasonably withheld or delayed. Unless within thirty (30) days from receipt by Landlord of any Plans submitted by Tenant’s responsibility hereunder, Landlord has furnished Tenant written approval or disapproval of same, said Plans shall be deemed approved. Should Landlord disapprove said Plans or any part thereof, Landlord shall specifically set forth the reason forming the basis of such disapproval. (ic) Tenant In no event shall not make exterior changes to the Building be deemed to mean or include signs, logos or similar identifying structures and symbols, or decorative improvements. A structural change shall mean any alterations, additions enlargement in or improvements without the prior written consent of Landlord. Any such alterations, additions or improvements (except movable furniture, business equipment and trade fixtures) shall at once become a part reduction of the realty and belong to Landlord. The same shall be made by Tenant, at Tenant’s sole cost and expense. Unless directed otherwise by Landlord in writing, upon termination of this Lease, Tenant shall upon demand by Landlord, at Tenant’s sole cost and expense, forthwith remove any alterations, additions or improvements. (ii) Notwithstanding the provisions of Section 8(c)(i) or (d) to the contrary, Landlord’s consent shall not be required with respect to non-material, nonstructural interior alterations, additions or improvements to the Premises and Landlord will not unreasonably withhold its consent to any material non-structural interior alterations, additions or improvements to the Premises and/or to any structural alterations, additions or improvements to the Premises, provided notice is first given in writing by Tenant to Landlord and written approval by Landlord is required for any alteration, addition or improvement that would materially affect any mechanical or electrical system. For purposes of this Section 8(c), demising walls, but not interior office walls, are deemed structural. (iii) Landlord acknowledges that Tenant’s furniture, trade fixtures, business equipment and personalty shall not be deemed alterations, additions or improvements which become Landlord’s property pursuant to the terms hereof. (d) Any repairs made pursuant to Section 7(b) hereof or alterations and improvements made pursuant to this Section 8 by Tenant as required and permitted hereunder shall be made and performed (i) as Landlord may designate on a reasonable basis, (ii) in accordance with all applicable rules and regulations of Landlord and governmental authorities having jurisdiction, (iii) in the case of new construction in keeping with plans and specifications theretofore having been approved in advance by Landlord, (iv) using mechanics and contractors having been approved by Landlord which approval shall not be unreasonably withheld; provided, however, that Landlord, at Tenant’s sole cost and expense, shall do all such work affecting the structural portions size of the Building and or any modification to or in the mechanical and electrical systems thereof, and (v) in a reasonable fashion to minimize noise, litter and/or odors resulting therefrom. The work performed by Landlord affecting roof or load bearing walls which affects the structural portions of the Building and the mechanical and electrical systems thereof shall be at reasonable and competitive cost. Tenant shall reimburse Landlord for Landlord’s reasonable costs of third party review of Tenant’s proposed structural alterations or those to the mechanical or electrical systemsintegrity thereof. (e) Landlord shall have the right at any time to change the arrangement and/or location of entrances or passageways, doors and doorways and corridors, elevators, stairs, toilets or other public parts of the Building and to change the name, number or designation by which the Building is commonly known. Landlord shall have the right at any time to change the arrangement and/or location of the parking and common areas of the Development. In exercising its rights pursuant to this Section 8(e), Landlord shall not unreasonably interfere with Tenant’s access to the Premises or its operations therein.

Improvements and Alterations. (a) The 7.1. Without the prior written consent of Landlord, there shall be no alterations, additions, or improvements in, on or to the Premises are delivered to or the Project or any part thereof, except for free-standing furniture and floor coverings. 7.2. Any alterations, additions or improvements desired by Tenant as a turn-key build-out inclusive spaceshall be made by Landlord or contractors selected by Landlord for Tenant's account, and Tenant hereby accepts shall pay the cost thereof (including contractor's overhead and customary profit) to Landlord prior to Landlord's contracting for such work. 7.3. Landlord may impose as a condition to its consent to alterations, additions or improvements desired by Tenant such requirements as Landlord may deem necessary in its sole discretion, including (without limitation) requirements relating to the manner in which the work is done and the times during which it is to be accomplished. All such work shall be performed by Landlord's contractor. At Landlord's request Tenant, at Tenant's sole cost and expense, shall remove at the expiration of this Lease any and all improvements or additions to the Premises caused to be installed by Tenant. Any damage done to the Premises in its AS-ISconnection with such removal shall be repaired by Landlord's contractor at Tenant's sole cost and expense. Landlord may, WHERE-IS conditionin connection with any such removal which might damage the Premises, require that such removal be performed by Landlord's contractor. (b) Landlord will cooperate with Tenant in enforcing the warranties of workmanship and materials which Landlord received with respect to construction of the Premises to the extent that the repair thereof is Tenant’s responsibility hereunder. (i) 7.4. Notwithstanding any contrary provision herein, Tenant shall not not, in any event, make any alterations, additions or improvements without which might or could affect the prior written consent structure of Landlordthe Building or the mechanical or electrical systems of the Building or which interfere with or disrupt other tenants in the Building or with any work then being carried out therein by Landlord or its contractors. Any such alterations, additions or improvements (except movable furniture, business equipment and trade fixtures) shall at once become a part of the realty and belong to Landlord. The same desired by Tenant shall be made by Tenant, at Tenant’s 's sole cost and expenseexpense in accordance with plans and specifications, and pursuant to governmental permits, approved in advance by Landlord. Unless directed otherwise by Landlord in writing, upon termination of this Lease, Tenant shall upon demand by utilize only Landlord, at Tenant’s sole cost and expense, forthwith remove any alterations, additions or improvements's contractor to perform work. (ii) Notwithstanding the provisions of Section 8(c)(i) or (d) to the contrary, Landlord’s consent shall not be required with respect to non-material, nonstructural interior 7.5. Any alterations, additions or improvements to the Premises and Landlord will not unreasonably withhold its consent to any material non-structural interior alterations, additions or improvements to the Premises and/or to any structural alterations, additions or improvements to the Premises, provided notice is first given in writing by Tenant to Landlord and written approval by Landlord is required for any alteration, addition or improvement that would materially affect any mechanical or electrical system. For purposes of this Section 8(c), demising walls, but not interior office walls, are deemed structural. (iii) Landlord acknowledges that Tenant’s furniture, trade fixtures, business equipment and personalty shall not be deemed alterations, additions or improvements which become Landlord’s property pursuant to the terms hereof. (d) Any repairs made pursuant to Section 7(b) hereof or alterations and improvements made pursuant to this Section 8 by Tenant as required and permitted hereunder shall be made completed in a good, workmanlike, diligent, prompt and performed (i) as Landlord may designate on a reasonable basis, (ii) expeditious manner in accordance compliance with all applicable rules and regulations laws. Landlord's approval of Landlord and governmental authorities having jurisdiction, (iii) in the case of new construction in keeping with Tenant's plans and specifications theretofore having been approved in advance by Landlord, (iv) using mechanics and contractors having been approved by Landlord which approval shall not be unreasonably withheld; provided, however, that Landlord, at Tenant’s sole cost and expense, shall do all such work affecting the structural portions constitute a representation or warranty of the Building and the mechanical and electrical systems thereof, and (v) in a reasonable fashion to minimize noise, litter and/or odors resulting therefrom. The work performed by Landlord affecting the structural portions of the Building and the mechanical and electrical systems thereof shall be at reasonable and competitive cost. Tenant shall reimburse Landlord for Landlord’s reasonable costs of third party review of Tenant’s proposed structural alterations or those as to the mechanical adequacy thereof or electrical systemscompliance thereof with applicable laws. (e) Landlord shall have the right at any time to change the arrangement and/or location of entrances or passageways, doors and doorways and corridors, elevators, stairs, toilets or other public parts of the Building and to change the name, number or designation by which the Building is commonly known. Landlord shall have the right at any time to change the arrangement and/or location of the parking and common areas of the Development. In exercising its rights pursuant to this Section 8(e), Landlord shall not unreasonably interfere with Tenant’s access to the Premises or its operations therein.

Improvements and Alterations. (a) The Premises are delivered Tenant shall not have the right to Tenant as a turn-key build-out inclusive spaceexecute any changes, alterations, additions, erections, leasehold improvements, repairs and Tenant hereby accepts the Premises in its AS-IS, WHERE-IS condition. (b) Landlord will cooperate with Tenant in enforcing the warranties of workmanship and materials which Landlord received with respect to construction of the Premises installations to the extent that Leased Premises (hereinafter the repair thereof is Tenant’s responsibility "Work"), unless it has obtained Landlord's prior written consent, which will not be unreasonably withheld or delayed. In the event Landlord consents to such Work, then Tenant undertakes to conform to the conditions stipulated hereunder. (i) Tenant shall not make any alterations, additions or improvements without the prior written consent of Landlord. Any such alterations, additions or improvements (except movable furniture, business equipment and trade fixtures) shall at once become a part of the realty and belong to Landlord. The same All Work shall be made by Tenantcarried out with reasonable dispatch and in a good workmanlike manner and in compliance with all applicable permits, at Tenant’s sole cost authorizations, building and expense. Unless directed otherwise by Landlord in writing, upon termination zoning by-laws and with all regulations and requirements of this Lease, Tenant shall upon demand by Landlord, at Tenant’s sole cost and expense, forthwith remove any alterations, additions or improvements.all competent authorities having jurisdiction over the Leased Premises; (ii) Notwithstanding the provisions The Property shall at all times be free of Section 8(c)(i) or (d) to the contraryall pledges, Landlord’s consent shall not be required with respect to non-material, nonstructural interior alterations, additions or improvements to the Premises registered privileges and Landlord will not unreasonably withhold its consent to any material non-structural interior alterations, additions or improvements to the Premises and/or to any structural alterations, additions or improvements to the Premises, provided notice is first given in writing by Tenant to Landlord and written approval by Landlord is required for any alteration, addition or improvement that would materially affect any mechanical or electrical system. For purposes of this Section 8(c), demising walls, but not interior office walls, are deemed structural.other encumbrances; (iii) Landlord acknowledges that Tenant’s furniture, trade fixtures, business equipment and personalty shall not be deemed alterations, additions or improvements which become Landlord’s property pursuant to If the terms hereof. (d) Any repairs made pursuant to Section 7(b) hereof or alterations and improvements made pursuant to this Section 8 by Tenant as required and permitted hereunder cost of any Work shall be made and performed in excess of five thousand dollars (i$5,000.00) as reasonably estimated by Landlord, [ILLEGIBLE] covering all persons employed in connection with the Work and shall produce evidence of such insurance to Landlord may designate on a reasonable basis, (ii) in accordance with all applicable rules and regulations Tenant shall also maintain such general liability insurance for the protection of Landlord and governmental authorities having jurisdictionTenant upon the terms Landlord may reasonably require, (iii) in the case of new construction in keeping as well as contractor's protective liability insurance. Tenant shall further comply with plans and specifications theretofore having been approved in advance by Landlord, (iv) using mechanics and contractors having been approved by Landlord which approval shall not be unreasonably withheld; provided, however, that Landlord, at Tenant’s sole cost and expense, shall do all such work affecting the structural portions of the Building and stipulations of the mechanical and electrical systems thereof, and Article entitled "CSST" (Commission de la Sante et de la Securite au Travail du Quebec); (v) The Tenant shall promptly pay for all materials supplied and work done in a reasonable fashion to minimize noise, litter and/or odors resulting therefrom. The work performed by Landlord affecting the structural portions respect of the Building Leased Premises in order to ensure that no privilege is registered against any portion of the Property. If a privilege is registered or filed, the Tenant shall forthwith discharge it at its expense, failing which the Landlord may, at its option, discharge the same by paying the amount claimed to be due into court or directly to any such privilege claimant and the mechanical amount so paid and electrical systems thereof all expenses of the Landlord including any judicial and extrajudicial costs and attorney's fees incurred by the Landlord shall be at reasonable paid by the Tenant to the Landlord within five (5) days after demand. It is agreed and competitive cost. understood that no Work by or on behalf of Tenant shall reimburse Landlord for be permitted which, in Landlord’s 's reasonable costs of third party review of Tenant’s proposed structural alterations judgement, may weaken or those to endanger the mechanical structure or electrical systems. (e) Landlord shall have adversely affect the right at any time to change the arrangement and/or location of entrances condition or passageways, doors and doorways and corridors, elevators, stairs, toilets or other public parts operation of the Building and to change Leased Premises and/or the name, number Property or designation by which diminish the Building is commonly known. Landlord shall have the right at any time to change the arrangement and/or location of the parking and common areas of the Development. In exercising its rights pursuant to this Section 8(e), Landlord shall not unreasonably interfere with Tenant’s access to the Premises value thereof or its operations thereinrestrict or reduce Landlord's coverage for insurance purposes.

Improvements and Alterations. (a) The Premises are delivered Landlord's sole construction obligation under this Lease with respect to Tenant as a turn-key build-out inclusive space, and Tenant hereby accepts the Premises is set forth in its AS-IS, WHERE-IS condition.the Work Letter attached hereto as Exhibit "B" (b) Landlord will cooperate with Tenant in enforcing the warranties of workmanship and materials which Landlord received with respect to construction of the Premises to the extent that the repair thereof is Tenant’s responsibility hereunder. (i) Tenant shall not make any alterations, additions or improvements to the Premises (collectively, "Alterations") without (i) the prior written consent of Landlord not to be unreasonably withheld or delayed, and (ii) compliance with such nondiscriminatory requirements concerning such Alterations as may be imposed by Landlord from time to time. Notwithstanding the foregoing, Tenant shall be permitted to repaint and or re-carpet the Premises without obtaining Landlord's prior written consent. Any such alterationsWithout limiting the foregoing, additions or improvements (except movable furnitureLandlord may require, business equipment and trade fixtures) shall at once become a part of minimum, compliance with the realty and belong to Landlordrequirements set forth in Exhibit "C" attached hereto. The same All Alterations shall be made by Tenant, at Tenant’s Tenants sole cost and expense, and shall be diligently prosecuted to completion. The cost of any modifications of Project improvements outside or inside of the Premises required by any governmental agency as a condition or the result of Tenants Alterations shall be borne by Tenant. Any contractor or person making such Alterations shall first be approved in writing by Landlord. Upon the expiration or earlier termination of this Lease, Landlord may elect to have Tenant either (i) surrender with the Premises any or all of such Alterations as Landlord shall determine (except trade fixtures not attached to the Premises), in which case, such Alterations shall become the property of Landlord, or (ii) promptly remove any or all of such Alterations designated by Landlord to be removed, in which case, Tenant shall repair and restore the Premises to its original condition as of the date of substantial completion of the Tenant Work, reasonable wear and tear excepted. Notwithstanding the foregoing, Tenant shall have the right, at any time it requests Landlord's prior written consent to an Alteration, to further request that Landlord elect whether the Alterations for which consent is requested be allowed to remain or be required to be removed upon the expiration or earlier termination of this Lease. Unless directed Landlord responds in writing to Tenant at the time of granting such consent that any such Alterations may remain upon the Premises upon the expiration or earlier termination of this Lease, then Tenant shall be required to remove such Alterations in accordance herewith. Tenant shall have the right to install a passive video surveillance system in the Premises and an antennae on the roof of the Building solely for Tenants use, provided that (1) such installations shall be at the sole cost and expense of Tenant and otherwise in compliance with this Paragraph 4, (2) Tenant shall comply with the requirements of any and all applicable laws, rules, CC&Rs, and governmental agencies regarding such installations, (3) the location, specifications and other physical aspects of such installations shall be pre-approved by Landlord in writing, upon termination of this Lease, Tenant shall upon demand by Landlord, at Tenant’s sole cost and expense, forthwith remove any alterations, additions or improvements. (ii) Notwithstanding the provisions of Section 8(c)(i) or (d) such approval to the contrary, Landlord’s consent shall not be required with respect to non-material, nonstructural interior alterations, additions or improvements to the Premises and Landlord will not unreasonably withhold its consent to any material non-structural interior alterations, additions or improvements to the Premises and/or to any structural alterations, additions or improvements to the Premises, provided notice is first given in writing by Tenant to Landlord and written approval by Landlord is required for any alteration, addition or improvement that would materially affect any mechanical or electrical system. For purposes of this Section 8(c), demising walls, but not interior office walls, are deemed structural. (iii) Landlord acknowledges that Tenant’s furniture, trade fixtures, business equipment and personalty shall not be deemed alterations, additions or improvements which become Landlord’s property pursuant to the terms hereof. (d) Any repairs made pursuant to Section 7(b) hereof or alterations and improvements made pursuant to this Section 8 by Tenant as required and permitted hereunder shall be made and performed (i) as Landlord may designate on a reasonable basis, (ii) in accordance with all applicable rules and regulations of Landlord and governmental authorities having jurisdiction, (iii) in the case of new construction in keeping with plans and specifications theretofore having been approved in advance by Landlord, (iv) using mechanics and contractors having been approved by Landlord which approval shall not be unreasonably withheld; provided, however, that Landlordand (4) Tenant shall be responsible, at Tenant’s sole cost and Tenants expense, shall do all for the maintenance and repair of such work affecting the structural items (including without limitation any repairs to other portions of the Building and or Project damaged arising out of the mechanical and electrical systems thereofinstallation or maintenance of such items), and (v5) in a reasonable fashion to minimize noiseat Landlord's discretion, litter and/or odors resulting therefrom. The work performed by Landlord affecting Tenant shall remove such installations upon the structural portions expiration or earlier termination of the Lease at Tenants sole expense and repair any damage caused thereby. (c) Tenant shall keep the Premises, the Building and the mechanical Project free from any and electrical systems thereof all liens arising out of any 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 such lien, cause the same to be at reasonable released of record by payment or posting of a bond in a form and competitive cost. 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 all of Landlord’s reasonable 's costs and expenses, with interest thereon at the Default Rate (defined below). Such rights of third party review of Tenant’s proposed structural alterations or those to the mechanical or electrical systems. (e) Landlord shall have the right at any time be in addition to change the arrangement and/or location of entrances all other remedies provided herein or passageways, doors and doorways and corridors, elevators, stairs, toilets or other public parts of the Building and to change the name, number or designation by which the Building is commonly known. Landlord shall have the right at any time to change the arrangement and/or location of the parking and common areas of the Development. In exercising its rights pursuant to this Section 8(e), Landlord shall not unreasonably interfere with Tenant’s access to the Premises or its operations thereinlaw.

Improvements and Alterations. (a) The Premises are delivered Lessee shall have the right to Tenant as a turn-key build-out inclusive spacemake at its own expense, and Tenant hereby accepts the Premises in its AS-IS, WHERE-IS condition. (b) Landlord will cooperate with Tenant in enforcing the warranties of workmanship and materials which Landlord received with respect subject to construction of the Premises to the extent that the repair thereof is Tenant’s responsibility hereunder. (i) Tenant shall not make any alterations, additions or improvements without the prior written consent of Landlordthe Lessor, whose consent may not be unreasonably withheld, additions, alterations and changes in and to the Leased Premises provided however, that no such work shall be commenced except with the prior written consent of Lessor and except on compliance with the following conditions: a) Lessee shall furnish to Lessor plans and specifications showing in reasonable complete detail the work proposed to be carried out and the estimated cost thereof and Lessor shall approve or reject such plans and specifications within thirty (30) days after receipt of the same. Any If such alterationsplans and specifications are approved, additions or improvements (except movable furnitureall work shall be carried out in compliance with the same; b) The value of the Leased Premises shall not, business equipment as a result of any work proposed to be carried out by Lessee, be less than the value of the Leased Premises before the commencement of such work and trade fixturesLessor shall be the sole judge of such value; c) All work shall be carried out with reasonable dispatch and in a good workmanlike manner and in compliance with all applicable permits, authorizations and building and zoning by-laws and with all regulations and requirements of all competent authorities having jurisdiction over the Leased Premises; d) In all events, Lessee shall be required to use Lessor's mechanical, electrical and plumbing trades for Lessee's mechanical, electrical and plumbing requirements, which shall be coordinated by Lessor at Lessee's expense; e) The Leased Premises shall at once become a all times be free of all conditional bills of sale, pledges, registered privileges, workmen's and suppliers' liens and other similar liens and charges. Lessor may require Lessee to furnish security satisfactory to Lessor guaranteeing the completion of the work and the payment of the cost thereof free and clear of all conditional bills of sale, pledges, privileges, workmen's and suppliers' liens and other similar liens and charges, as well as for the replacement of the Leased Premises to their former state, as specified in clause 21 below; f) Lessee shall maintain Worker's Compensation insurance covering all persons employed in connection with the work and shall produce evidence of such insurance to Lessor and shall also maintain such general liability insurance for the protection of Lessor and Lessee as Lessor may require. g) All work, when completed, shall be comprised in, and form part of the realty Leased Premises and belong shall be subject to Landlord. The all the provisions of this Lease and Lessee shall not have any right to claim compensation therefor and the same shall not be made removed by Tenant, at Tenant’s sole cost and expense. Unless directed otherwise by Landlord in writing, upon Lessee on termination of this Lease, Tenant unless the Lessor requests that part or all of it be removed, in which case the Lessee shall upon demand by Landlordcomply and shall repair any damage related thereto or caused thereby. h) Should the Lessee, after having obtained written consent from the Lessor, effect changes in the partitions or otherwise modify the Leased Premises, and accordingly had to relocate or modify the heating and, if applicable, the air conditioning equipment, such changes and/or modifications would have to be effected at Tenant’s the sole cost and expense, forthwith remove any alterations, additions or improvements. (ii) Notwithstanding the provisions of Section 8(c)(i) or (d) to the contrary, Landlord’s consent shall not be required with respect to non-material, nonstructural interior alterations, additions or improvements to the Premises and Landlord will not unreasonably withhold its consent to any material non-structural interior alterations, additions or improvements to the Premises and/or to any structural alterations, additions or improvements to the Premises, provided notice is first given in writing by Tenant to Landlord and written approval by Landlord is required for any alteration, addition or improvement that would materially affect any mechanical or electrical system. For purposes of this Section 8(c), demising walls, but not interior office walls, are deemed structural. (iii) Landlord acknowledges that Tenant’s furniture, trade fixtures, business equipment and personalty shall not be deemed alterations, additions or improvements which become Landlord’s property pursuant to the terms hereof. (d) Any repairs made pursuant to Section 7(b) hereof or alterations and improvements made pursuant to this Section 8 by Tenant as required and permitted hereunder shall be made and performed (i) as Landlord may designate on a reasonable basis, (ii) in accordance with all applicable rules and regulations of Landlord and governmental authorities having jurisdiction, (iii) in the case of new construction in keeping with plans and specifications theretofore having been approved in advance by Landlord, (iv) using mechanics and contractors having been approved by Landlord which approval shall not be unreasonably withheld; provided, however, that Landlord, at Tenant’s sole cost and expense, shall do all such work affecting the structural portions risk of the Building and the mechanical and electrical systems thereof, and (v) in a reasonable fashion to minimize noise, litter and/or odors resulting therefrom. The work performed by Landlord affecting the structural portions of the Building and the mechanical and electrical systems thereof shall be at reasonable and competitive cost. Tenant shall reimburse Landlord for Landlord’s reasonable costs of third party review of Tenant’s proposed structural alterations or those to the mechanical or electrical systemsLessee. (e) Landlord shall have the right at any time to change the arrangement and/or location of entrances or passageways, doors and doorways and corridors, elevators, stairs, toilets or other public parts of the Building and to change the name, number or designation by which the Building is commonly known. Landlord shall have the right at any time to change the arrangement and/or location of the parking and common areas of the Development. In exercising its rights pursuant to this Section 8(e), Landlord shall not unreasonably interfere with Tenant’s access to the Premises or its operations therein.

Improvements and Alterations. (a) The Premises are delivered to Tenant as a turn-key build-out inclusive spaceAlterations, installations, additions, and Tenant hereby accepts improvements ("Improvements") to the Premises in its AS-IS, WHERE-IS condition. (b) Landlord will cooperate with Tenant in enforcing the warranties of workmanship and materials which Landlord received with respect to construction of the Premises to the extent that the repair thereof is Tenant’s responsibility hereunder. (i) Tenant shall not make any alterations, additions or improvements without the prior written consent of Landlord. Any such alterations, additions or improvements (except movable furniture, business equipment and trade fixtures) shall at once become a part of the realty and belong to Landlord. The same shall be made by Tenant, at Tenant’s sole cost and expense. Unless directed otherwise by Landlord in writing, only upon termination the written approval of this Lease, Tenant shall upon demand by Landlord, at Tenant’s sole cost and expense, forthwith remove any alterations, additions or improvements. (ii) Notwithstanding the provisions of Section 8(c)(i) or (d) to the contrary, Landlord’s consent shall not be required with respect to non-material, nonstructural interior alterations, additions or improvements to the Premises and Landlord will not unreasonably withhold its consent to any material non-structural interior alterations, additions or improvements to the Premises and/or to any structural alterations, additions or improvements to the Premises, provided notice is first given in writing by Tenant to Landlord and written approval by Landlord is required for any alteration, addition or improvement that would materially affect any mechanical or electrical system. For purposes of this Section 8(c), demising walls, but not interior office walls, are deemed structural. (iii) Landlord acknowledges that Tenant’s furniture, trade fixtures, business equipment and personalty shall not be deemed alterations, additions or improvements which become Landlord’s property pursuant to the terms hereof. (d) Any repairs made pursuant to Section 7(b) hereof or alterations and improvements made pursuant to this Section 8 by Tenant as required and permitted hereunder shall be made and performed (i) as Landlord may designate on a reasonable basis, (ii) in accordance with all applicable rules and regulations of Landlord and governmental authorities having jurisdiction, (iii) in the case of new construction in keeping with plans and specifications theretofore having been approved in advance by Landlord, (iv) using mechanics and contractors having been approved by Landlord which approval shall not be unreasonably withheld. Notwithstanding the foregoing, Landlord's approval shall not be required for (a) any Improvements that are not of a structural nature and that cost less than $10,000 or (b) any rewiring of the building by Tenant for the telecommunications, e-mail, video and other electrical demands it may have. Improvements by Tenant shall be made at Tenant's sole cost and expense and any contractor or person selected by Tenant to make Improvements must first be approved in writing by Landlord. All Improvements, together with all repairs required to be made by Tenant, shall be made in a good and workmanlike manner and in compliance with all governmental requirements and rating bureau recommendations, and shall be performed by competent workmen. Tenant shall obtain all necessary permits from governmental authorities and provide Landlord with copies thereof prior to commencing construction of any Improvements Tenant shall promptly repair any damage and perform any necessary cleanup to the Premises resulting from any Improvements made by Tenant. AU Improvements, temporary or permanent (except trade fixtures, furniture and equipment belonging to Tenant which are removable) in or upon the Premises, whether placed there by Tenant or Landlord, shall be Landlord's property and shall remain upon the Premises (except to the extent Landlord requires such Improvements to be removed as provided in section 24), all without compensation, allowance or credit to Tenant and shall not constitute Additional Rent or payment in lieu of Base Rent or Additional Rent. Tenant agrees not to create, incur, impose, permit or suffer to exist any lien or other obligation against the Premises or Landlord by reason of any 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 such lien claim. At its expense, Tenant shall cause to be discharged, within ten days of the filing thereof, any construction lien claim filed against the Premises for work claimed to have been done for, or materials claimed to have been furnished to, or on behalf of Tenant; provided, however, that Landlord, at Tenant’s sole cost and expense, shall do all such work affecting in the structural portions event of the Building and the mechanical and electrical systems thereof, and (v) in a reasonable fashion to minimize noise, litter and/or odors resulting therefrom. The work performed good faith dispute by Landlord affecting the structural portions of the Building and the mechanical and electrical systems thereof shall be at reasonable and competitive cost. Tenant shall reimburse Landlord for Landlord’s reasonable costs of third party review of Tenant’s proposed structural alterations or those as to the mechanical or electrical systems. (e) Landlord validity of such lien, Tenant shall have the right at right, in lieu of discharging said lien, to furnish Landlord within such ten day period, with a bond satisfactory to Landlord, indemnifying Landlord against loss by reason of any time to change the arrangement and/or location of entrances or passageways, doors and doorways and corridors, elevators, stairs, toilets or other public parts of the Building and to change the name, number or designation by which the Building is commonly known. Landlord shall have the right at any time to change the arrangement and/or location of the parking and common areas of the Development. In exercising its rights pursuant to this Section 8(e), Landlord shall not unreasonably interfere with Tenant’s access to the Premises or its operations thereinsuch lien.

Improvements and Alterations. (a) The Premises are delivered to Tenant Landlord's sole construction obligation under this Lease is set forth in the Work Letter attached hereto as a turn-key build-out inclusive space, and Tenant hereby accepts the Premises in its AS-IS, WHERE-IS condition.Exhibit B. (b) Landlord will cooperate with Any alterations, additions, or improvements made by or on behalf of Tenant in enforcing the warranties of workmanship and materials which Landlord received with respect to construction of the Premises made on or after the Commencement Date ("Alterations") shall be subject to the extent that the repair thereof is Tenant’s responsibility hereunder. (i) Tenant shall not make any alterations, additions or improvements without the Landlord's prior written consent of Landlordwhich shall not be unreasonably withheld or delayed. Any such alterationsCosmetic Alterations that do not affect the building mechanical or electrical systems and do not exceed $50,000 in the aggregate, additions or improvements (except movable furniture, business equipment and trade fixtures) shall at once become a part of the realty and belong to Landlordnot require Landlord consent. The same Tenant shall be made by Tenantcause, at Tenant’s sole cost and expense. Unless directed otherwise by Landlord in writing, upon termination of this Lease, Tenant shall upon demand by Landlord, at Tenant’s its sole cost and expense, forthwith remove all Alterations to comply with insurance requirements and with Laws and shall construct, at its sole cost and expense, any alterations, additions alteration or improvements. (ii) Notwithstanding the provisions modification required by Laws as a result of Section 8(c)(i) or (d) to the contrary, Landlord’s consent any Alterations. All Alterations shall not be required with respect to non-material, nonstructural interior alterations, additions or improvements to the Premises constructed at Tenant's sole cost and Landlord will not unreasonably withhold its consent to any material non-structural interior alterations, additions or improvements to the Premises and/or to any structural alterations, additions or improvements to the Premises, provided notice is first given expense and in writing a good and workmanlike manner by Tenant contractors reasonably acceptable to Landlord and written approval by Landlord is required only good grades of materials shall be used. All plans and specifications for any alterationAlterations shall be submitted to Landlord for its approval, addition or improvement that would materially affect any mechanical or electrical system. For purposes of this Section 8(c), demising walls, but not interior office walls, are deemed structural. (iii) Landlord acknowledges that Tenant’s furniture, trade fixtures, business equipment and personalty shall which approval will not be deemed alterationsunreasonably withheld, additions delayed or improvements which become conditioned. Landlord may monitor construction of the Alterations. Landlord’s property pursuant 's right to the terms hereof. (d) Any repairs made pursuant review plans and specifications and to Section 7(b) hereof or alterations and improvements made pursuant to this Section 8 by Tenant as required and permitted hereunder monitor construction shall be made solely for its own benefit, and performed Landlord shall have no duty to see that such plans and specifications or construction comply with applicable laws, codes, rules and regulations. Landlord shall have the right, in its sole discretion, to instruct Tenant to remove those improvements or Alterations from the Premises which (i) as Landlord may designate on a reasonable basis, (ii) in accordance with all applicable rules and regulations of Landlord and governmental authorities having jurisdiction, (iii) in the case of new construction in keeping with plans and specifications theretofore having been were not approved in advance by Landlord, (ivii) using mechanics were not built in material conformance with the plans and contractors having been specifications approved by Landlord, or (iii) Landlord which approval specified during its review of plans and specifications for Alterations would need to be removed by Tenant upon the expiration of this Lease. If Landlord approved the construction of Alterations, then Tenant shall not be obligated to remove such Alterations at the expiration of this Lease. Landlord shall not unreasonably withheld; providedwithhold or delay its approval with respect to what improvements or Alterations Landlord may require Tenant to remove at the expiration of the Lease. If upon the termination of this Lease Landlord requires Tenant to remove any or all of such Alterations from the Premises, however, that Landlordthen Tenant, at Tenant’s 's sole cost and expense, shall do promptly remove such Alterations and improvements and Tenant shall repair and restore the Premises to its original condition as of the Commencement Date, reasonable wear and tear excepted. Any Alterations remaining in the Premises following the expiration of the Lease Term or following the surrender of the Premises from Tenant to Landlord, shall become the property of Landlord unless Landlord notifies Tenant otherwise. Tenant shall provide Landlord with the identities and mailing addresses of all persons performing work or supplying materials, prior to beginning such construction, and Landlord may post on and about the Premises notices of non-responsibility pursuant to applicable law. Tenant shall assure payment for the completion of all work free and clear of liens and shall provide certificates of insurance for worker's compensation and other coverage in amounts and from an insurance company reasonably satisfactory to Landlord protecting Landlord against liability for bodily injury or property damage during construction. Upon completion of any Alterations and upon Landlord's reasonable request, Tenant shall deliver to Landlord sworn statements setting forth the names of all contractors and subcontractors who did work on the Alterations and final lien waivers from all such work affecting contractors and subcontractors. (c) Tenant shall keep the structural portions of Premises, the Building and the mechanical Project free from any and electrical systems thereofall liens arising out of any Alterations, and work performed, materials furnished, or obligations incurred by or for Tenant. In the event that Tenant shall not, within ten (v10) days following the imposition of any such lien, cause the same to be released of record by payment or posting of a bond in a reasonable fashion form and issued by a surety acceptable to minimize noiseLandlord, litter and/or odors resulting therefrom. The work performed Landlord shall have the right, but not the obligation, to cause such lien to be released by Landlord affecting such means as it shall deem proper (including payment of or defense against the structural portions of the Building and the mechanical and electrical systems thereof shall be at reasonable and competitive cost. 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 all of Landlord’s reasonable 's costs and expenses, with interest thereon at the Default Rate (defined below) and Tenant shall indemnify each and all of third party review the Landlord Indemnitees (defined below) against any damages, losses or costs arising out of any such claim. Tenant’s proposed structural alterations 's indemnification of Landlord contained in this Paragraph shall survive the expiration or those to the mechanical or electrical systems. (e) earlier termination of this Lease. Such rights of Landlord shall have the right at any time be in addition to change the arrangement and/or location of entrances all other remedies provided herein or passageways, doors and doorways and corridors, elevators, stairs, toilets or other public parts of the Building and to change the name, number or designation by which the Building is commonly known. Landlord shall have the right at any time to change the arrangement and/or location of the parking and common areas of the Development. In exercising its rights pursuant to this Section 8(e), Landlord shall not unreasonably interfere with Tenant’s access to the Premises or its operations thereinlaw.

Improvements and Alterations. (a) The Premises are delivered to Tenant as a turn-key build-out inclusive space, and Tenant hereby accepts the Premises Landlord’s sole construction obligation under this Lease is set forth in its AS-IS, WHERE-IS conditionSection 19(aa) of this Lease. (b) Landlord will cooperate with Tenant in enforcing the warranties of workmanship and materials which Landlord received with respect to construction of the Premises to the extent that the repair thereof is Tenant’s responsibility hereunder. (i) Tenant shall not make any alterations, additions or improvements without the prior written consent of Landlord. Any such no alterations, additions or improvements (except movable furniture“Alterations”) on or behalf of Tenant to the Premises or the Project without obtaining Landlord’s prior written consent, business equipment such consent not to be unreasonably withheld or delayed. Notwithstanding anything herein to the contrary, Tenant, may, without Landlord’s prior written consent, but with prior written notice to Landlord and trade fixtures) shall at once become a part provided that Tenant complies with all Building rules and regulations affecting Alterations promulgated in accordance with Section 19(t), install cosmetic, non-structural alterations to the interior of the realty and belong Premises costing $50,000.00 or less in any calendar year, provided the same do not affect the Building systems, including, without limitation, the mechanical, electrical, plumbing, HVAC or life-safety systems of the Building. Tenant shall make no Alterations to the Premises, including, without limitation any Alterations (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 (subject to Addendum Four, excluding Tenant’s generators), or (iv) which will result in the penetration or puncturing of the roof, without first obtaining Landlord. The same ’s prior written consent or approval to such Alterations (which consent or approval shall be made by Tenant, in the Landlord’s reasonable discretion and shall not be unreasonably delayed. All Alterations shall be constructed at Tenant’s sole cost and expense. Unless directed otherwise expense and in a good and workmanlike manner by Landlord in writing, upon termination of this Lease, Tenant shall upon demand by Landlord, at Tenant’s sole cost and expense, forthwith remove any alterations, additions or improvements. (ii) Notwithstanding the provisions of Section 8(c)(i) or (d) to the contrary, Landlord’s consent shall not be required with respect to non-material, nonstructural interior alterations, additions or improvements to the Premises and Landlord will not unreasonably withhold its consent to any material non-structural interior alterations, additions or improvements to the Premises and/or to any structural alterations, additions or improvements to the Premises, provided notice is first given in writing by Tenant contractors reasonably acceptable to Landlord and written only good grades of materials shall be used. All plans and specifications for any Alterations shall be submitted to Landlord for its approval, which approval will not be unreasonably withheld, delayed or conditioned. Landlord may monitor construction of the Alterations. Landlord’s right to review plans and specifications and to monitor construction shall be solely for its own benefit, and Landlord shall have no duty to see that such plans and specifications or construction comply with applicable laws, codes, rules and regulations. Landlord shall have the right, in its reasonable discretion, to instruct Tenant to remove those improvements or Alterations from the Premises (but not the Tenant Improvements which were approved by Landlord is required for any alteration, addition or improvement that would materially affect any mechanical or electrical system. For purposes of this Section 8(c), demising walls, but not interior office walls, are deemed structural. (iiias set forth in the Final Plans) Landlord acknowledges that Tenant’s furniture, trade fixtures, business equipment and personalty shall not be deemed alterations, additions or improvements which become Landlord’s property pursuant to the terms hereof. (d) Any repairs made pursuant to Section 7(b) hereof or alterations and improvements made pursuant to this Section 8 by Tenant as required and permitted hereunder shall be made and performed (i) as Landlord may designate on a reasonable basis, (ii) in accordance with all applicable rules and regulations of Landlord and governmental authorities having jurisdiction, (iii) in the case of new construction in keeping with plans and specifications theretofore having been were not approved in advance by Landlord, (ivii) using mechanics were not built in conformance with the plans and contractors having been specifications approved by Landlord, or (iii) Landlord which approval specified during its review of plans and specifications for Alterations would need to be removed by Tenant upon the expiration of this Lease. If Landlord approved the construction of Alterations, then Tenant shall not be obligated to remove such Alterations at the expiration of this Lease, unless Landlord specified to Tenant at the time of such approval that Tenant would be required to remove such Alterations upon the expiration of the Lease Term. Landlord shall not unreasonably withheld; providedwithhold or delay its approval with respect to what improvements or Alterations Landlord may require Tenant to remove at the expiration of the Lease. If upon the termination of this Lease Landlord requires Tenant to remove any or all of such Alterations from the Premises, however, that Landlordthen Tenant, at Tenant’s sole cost and expense, shall do promptly remove such Alterations and improvements and Tenant shall repair and restore the Premises to its original condition as of the Commencement Date, reasonable wear and tear excepted. Any Alterations remaining in the Premises following the expiration of the Lease Term or following the surrender of the Premises from Tenant to Landlord, shall become the property of Landlord unless Landlord notifies Tenant otherwise. Tenant shall not be entitled to any compensation, reimbursement or other payment at the termination of the Lease or otherwise for any Alterations to the Premises. Tenant shall assure payment for the completion of all work free and clear of liens and shall provide certificates of insurance for worker’s compensation and other coverage in amounts and from an insurance company reasonably satisfactory to Landlord protecting Landlord against liability for bodily injury or property damage during construction. Upon completion of any Alterations and upon Landlord’s reasonable request, Tenant shall deliver to Landlord final lien waivers from all such work affecting contractors and subcontractors. Notwithstanding anything herein to the structural portions contrary, in no event shall Tenant be required to remove any of the initial Tenant Improvements constructed in the Premises in accordance with Exhibit B hereto. (c) Tenant shall keep the Premises, the Building and the mechanical Project free from any and electrical systems thereofall liens arising out of the construction of the Tenant Improvements, and any Alterations, work performed, materials furnished, or obligations incurred by or for Tenant. In the event that Tenant shall not, within ten (v10) days following the imposition of any such lien, cause the same to be released of record by payment or posting of a bond in a reasonable fashion form and issued by a surety acceptable to minimize noiseLandlord, litter and/or odors resulting therefrom. The work performed Landlord shall have the right, but not the obligation, to cause such lien to be released by Landlord affecting such means as it shall deem proper (including payment of or defense against the structural portions of the Building and the mechanical and electrical systems thereof shall be at reasonable and competitive cost. 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 all of Landlord’s reasonable costs and expenses, with interest thereon at the Default Rate (defined below) and Tenant shall indemnify each and all of third party review the Landlord Indemnitees (defined below) against any damages, losses or costs arising out of any such claim. Tenant’s proposed structural alterations indemnification of Landlord contained in this Paragraph shall survive the expiration or those to the mechanical or electrical systems. (e) earlier termination of this Lease. Such rights of Landlord shall have the right at any time be in addition to change the arrangement and/or location of entrances all other remedies provided herein or passageways, doors and doorways and corridors, elevators, stairs, toilets or other public parts of the Building and to change the name, number or designation by which the Building is commonly known. Landlord shall have the right at any time to change the arrangement and/or location of the parking and common areas of the Development. In exercising its rights pursuant to this Section 8(e), Landlord shall not unreasonably interfere with Tenant’s access to the Premises or its operations thereinlaw.

Improvements and Alterations. (a) The During the Term of this Lease and following completion of Tenant's Work, Tenant, at its own expense, may make non-structural alterations, additions and improvements (including, without limitation, interior painting and decorating) to the interior of the Premises which are delivered to Tenant as a turn-key build-out inclusive spacenecessary or appropriate for the conduct of Tenant's business with Landlord's prior written consent and in accordance with detailed working drawings and specifications describing such work which have been submitted in advance to, and Tenant hereby accepts approved in writing by, Landlord and with a contractor approved by Landlord. Landlord's consent to such alterations and approval of Tenant's contractor shall not be unreasonably withheld or delayed. During the Premises in its AS-ISTerm of this Lease, WHERE-IS condition. (b) Landlord will cooperate with Tenant in enforcing Tenant, at Tenant's own expense, may alter the warranties existing curtain wall on any of workmanship and materials which Landlord received with respect to construction the facades of the Premises to the extent that the repair thereof is install louvers for additional outside air and/or exhaust air, at Tenant’s responsibility hereunder. 's option, but subject to Landlord's prior written consent (isuch consent not to be unreasonably withheld) and in accordance with detailed working drawings and specifications which have been submitted in advance to and approved in writing by Landlord. Tenant shall not make any pay all costs of preparing plans, drawings and specifications. Such alterations, additions or improvements without the prior written consent of Landlord. Any such alterations, additions or and improvements (except specifically excluding movable furniturepersonal property installed by Tenant) are hereinafter collectively called the "Improvements". All the Improvements, business equipment and trade fixtures) shall at once become a whether placed in or attached to or made part of the realty Premises prior to or during the Term of this Lease, shall become and belong to be Landlord. The same 's property and, unless Landlord otherwise elects, shall be made and remain part of the Premises as of the expiration or earlier termination of the Lease. Landlord shall notify Tenant in writing at the time Landlord approves Tenant's plans for Improvements of its election to require Tenant to remove any or all of its Improvements upon the expiration or earlier termination of this Lease. Construction of the Improvements shall be performed diligently and in a good and workmanlike manner and shall be expeditiously completed in compliance with all laws, ordinances, orders, rules, regulations and requirements. All work done in connection with the Improvements shall comply with all requirements of insurance policies maintained by Landlord and Tenant. Tenant, at Tenant’s sole cost its expense, shall procure all permits and expenselicenses required by any governing authority having jurisdiction over the Premises and the business to be conducted in the Premises. Unless directed otherwise by Landlord Tenant shall promptly pay all costs and expenses of the Improvements and shall furnish indemnification bonds against performance, liens, costs, damages and expenses in writingforms and amounts reasonably satisfactory to Landlord, upon in connection with all alterations and Improvements. At the expiration or earlier termination of this Lease, Tenant shall upon demand by remove all of this personal property other than the Improvements, and, at the option of Landlord, at Tenant’s sole cost and expense, forthwith Tenant shall remove any alterationsor all of the Improvements. If Landlord elects to have Tenant remove the Improvements, additions or improvements. (ii) Notwithstanding the provisions of Section 8(c)(i) or (d) to the contrary, Landlord’s consent Landlord shall not require removal of pipes, wires and the like from walls, ceilings or floors provided that Tenant properly cuts, caps and disconnects such pipes and wires and seals them off in a safe and lawful manner flush with the applicable wall, floor or ceiling and redecorates the area consistent with the remainder of the Premises. Tenant shall maintain the Improvements in a first class manner during the Term -of the Lease, as extended, and shall be required with respect to non-material, nonstructural interior alterations, additions or improvements to the Premises responsible for any and Landlord will not unreasonably withhold its consent to any material non-structural interior alterations, additions or improvements to the Premises and/or to any structural alterations, additions or improvements all damages to the Premises, provided notice is first given the fixtures, appurtenances and equipment of Landlord or the Building caused by the installation, malfunction or removal of the Improvements or Tenant's Property as defined in writing Section 9 below. (b) In order to protect the historical and architectural integrity and appearance of the Building, Tenant shall not install any signs on the exterior of the Building or Premises or in the interior of the Premises if visible from the exterior of the Premises except as permitted by this paragraph or as approved in the Plans and Specifications. All signs or lettering, if any, visible from the exterior of the Building or from the lobby, public corridors or in any other common area or public place must be submitted by Tenant to Landlord and for prior written approval by Landlord is required for any alterationof the size, addition color, design, and location of such signs or improvement that would materially affect any mechanical lettering before installation. Tenant may hang its own window blinds or electrical system. For purposes of this Section 8(c), demising walls, but not interior office walls, are deemed structural. (iii) Landlord acknowledges that Tenant’s furniture, trade fixtures, business equipment and personalty shall not be deemed alterations, additions or improvements which become Landlord’s property pursuant to the terms hereof. (d) Any repairs made pursuant to Section 7(b) hereof or alterations and improvements made pursuant to this Section 8 by Tenant as required and permitted hereunder shall be made and performed (i) as Landlord may designate on a reasonable basis, (ii) in accordance with all applicable rules and regulations of Landlord and governmental authorities having jurisdiction, (iii) curtains in the case of new construction in keeping with plans and specifications theretofore having been approved in advance by Premises subject to Landlord, (iv) using mechanics and contractors having been approved by Landlord which approval shall not be unreasonably withheld; provided, however, that Landlord, at Tenant’s sole cost and expense, shall do all such work affecting the structural portions of the Building and the mechanical and electrical systems thereof, and (v) in a reasonable fashion to minimize noise, litter and/or odors resulting therefrom. The work performed by Landlord affecting the structural portions of the Building and the mechanical and electrical systems thereof shall be at reasonable and competitive cost. Tenant shall reimburse Landlord for Landlord’s reasonable costs of third party review of Tenant’s proposed structural alterations or those to the mechanical or electrical systems's prior written approval. (e) Landlord shall have the right at any time to change the arrangement and/or location of entrances or passageways, doors and doorways and corridors, elevators, stairs, toilets or other public parts of the Building and to change the name, number or designation by which the Building is commonly known. Landlord shall have the right at any time to change the arrangement and/or location of the parking and common areas of the Development. In exercising its rights pursuant to this Section 8(e), Landlord shall not unreasonably interfere with Tenant’s access to the Premises or its operations therein.

Improvements and Alterations. (a) The Premises are delivered to Tenant as a turn-key build-out inclusive space, and Tenant hereby accepts the Premises in its AS-IS, WHERE-IS condition. (b) Landlord will cooperate with Tenant in enforcing the warranties of workmanship and materials which Landlord received with respect to construction of the Premises to the extent that the repair thereof is Tenant’s responsibility hereunder. (i) Tenant shall not make or suffer to be made any alterations, additions or improvements without the prior written consent of Landlord. Any such alterations, additions to or improvements (except movable furniture, business equipment and trade fixtures) shall at once become a part of the realty and belong to Landlord. The same shall be made by TenantPremises or any part thereof, at Tenant’s sole cost and expense. Unless directed otherwise by Landlord in writingor attach any fixtures or equipment thereto, upon termination of this Lease, Tenant shall upon demand by Landlord, at Tenant’s sole cost and expense, forthwith remove any alterations, additions or improvements. (ii) Notwithstanding the provisions of Section 8(c)(i) or (d) to the contrary, Landlord’s consent without first obtaining Akzo Nobel's written approval which approval shall not be required with respect to non-material, nonstructural interior unreasonably withheld. Any alterations, additions or improvements to the Premises consented to by Akzo Nobel shall be made by Tenant at Tenant's sole cost and Landlord will not unreasonably withhold its consent to expense, and any material non-structural interior alterations, additions contractor or improvements to the Premises and/or to any structural alterations, additions or improvements to the Premises, provided notice is first given in writing other person selected by Tenant to Landlord and make the same shall be subject to Akzo Nobel's prior written approval by Landlord is required for any alteration, addition or improvement that would materially affect any mechanical or electrical system. For purposes of this Section 8(c), demising walls, but not interior office walls, are deemed structural. (iii) Landlord acknowledges that Tenant’s furniture, trade fixtures, business equipment and personalty shall not be deemed alterations, additions or improvements which become Landlord’s property pursuant to the terms hereof. (d) Any repairs made pursuant to Section 7(b) hereof or alterations and improvements made pursuant to this Section 8 by Tenant as required and permitted hereunder shall be made and performed (i) as Landlord may designate on a reasonable basis, (ii) in accordance with all applicable rules and regulations of Landlord and governmental authorities having jurisdiction, (iii) in the case of new construction in keeping with plans and specifications theretofore having been approved in advance by Landlord, (iv) using mechanics and contractors having been approved by Landlord which approval shall not be unreasonably withheld; provided. At Akzo Nobel's option, howeverall alterations, that Landlordadditions, fixtures and improvements (exclusive of Tenant's office furniture, business machinery, and trade fixtures), whether temporary or permanent in character, made in or upon the Premises either by Tenant, or by Akzo Nobel on behalf of Tenant, shall immediately become Akzo Nobel's property and, at the end of the Term hereof, shall remain on the Premises without compensation to Tenant. Akzo Nobel upon written notice to Tenant at the expiration or other termination of this Lease shall have the option to require Tenant to remove any additions, improvements, alterations, fixtures and/or installations made by Tenant, or by Akzo Nobel on behalf of Tenant, at Tenant’s 's sole cost and expense, expense and shall do all such work affecting restore the structural portions Premises to their original condition as delivered to Tenant by Akzo Nobel at the commencement of the Building Lease, ordinary wear and tear, damage thereto by fire, earthquake, Act of God excepted. If Tenant should fail to restore the mechanical Premises to their original condition after notice from Akzo Nobel, then Akzo Nobel may, at Akzo Nobel's option, restore the Premises to their original condition and electrical systems thereofTenant shall promptly reimburse Akzo Nobel for the cost of such work. Tenant may remove any of Tenant's office furniture, and (v) in a reasonable fashion business machinery, or trade fixtures from the Premises which can be removed without damage to minimize noise, litter and/or odors resulting therefrom. The work performed by Landlord affecting the structural portions of the Building and the mechanical and electrical systems thereof shall be at reasonable and competitive costPremises. Tenant shall reimburse Landlord for Landlord’s reasonable costs of third party review of promptly repair, at Tenant’s proposed structural alterations or those to the mechanical or electrical systems. (e) Landlord shall have the right at 's expense, any time to change the arrangement and/or location of entrances or passageways, doors and doorways and corridors, elevators, stairs, toilets or other public parts of the Building and to change the name, number or designation by which the Building is commonly known. Landlord shall have the right at any time to change the arrangement and/or location of the parking and common areas of the Development. In exercising its rights pursuant to this Section 8(e), Landlord shall not unreasonably interfere with Tenant’s access damage to the Premises caused by the removal of such office furniture, business machinery, or its operations thereintrade fixtures. Notwithstanding anything to the contrary above (i) Tenant will not be required or permitted to remove Landlord's Work and (ii) if Tenant seeks to make any improvements to the Premises, Akzo Nobel must advise Tenant at the time it approves Tenant's plans, whether Akzo Nobel will require the improvements to be removed at the end of the Lease.

Improvements and Alterations. (a) The Premises are delivered to Tenant as a turn-key build-out inclusive space, Landlord shall have no construction obligation under this Lease and Tenant shall and does hereby accepts accept the Premises in its current "AS-IS, WHERE-IS condition" condition without any improvements or modifications. (b) Landlord will cooperate with Tenant in enforcing shall have the warranties right, at any time, and without any liability to Tenant, to change the arrangement and/or location of workmanship entrances or passageways, doors and materials which Landlord received with respect to construction doorways, and corridors, elevators, stairs, toilets, and other public parts of the Premises Building and upon giving Tenant reasonable notice thereof, to change the extent that name, number or designation by which the repair thereof Building is Tenant’s responsibility hereundercommonly known. (ic) Tenant shall not make any alterations, additions or improvements without the prior written consent of Landlord. Any Subject to Landlord approval of specific plans and specifications, Landlord acknowledges Tenant's intent to install, at Tenant's sole cost, a dedicated server room of approximately 100 square feet in size with dedicated twenty-four (24) hour HVAC in a mutually agreed location within the Premises. All such alterations, additions and improvements shall be made in conformity with plans therefor approved by Landlord in writing prior to the commencement of such work and shall be performed by a tenant improvements contractor designated by Landlord. All such alterations, additions and improvements (except movable furniture, furnishings and trade fixtures) shall become the property of Landlord and shall be surrendered with the Premises, as a part thereof, at the expiration or earlier termination of the term hereof. All such alterations, additions or improvements (except movable furnitureshall, business equipment and trade fixtures) shall at once become a part of the realty and belong to Landlord. The same shall however, be made by Tenant at Tenant's sole expense. Upon termination of the Lease, or, at Tenant’s sole cost and expense. Unless directed otherwise by Landlord in writingLandlord's option, upon termination within thirty (30) days prior to the expiration of this Leasethe Lease term, Tenant shall shall, upon demand by Landlord, at Tenant’s 's sole cost and expense, forthwith remove any alterations, additions or improvements. improvements (iiexcept those made initially at the commencement of Tenant's possession of the Premises) made by Tenant and designated by Landlord to be removed, and repair and restore the Premises to their original condition, reasonable wear and tear excepted. Notwithstanding the provisions of Section 8(c)(i) or (d) to the contraryforegoing, Landlord’s consent Tenant shall not be required to restore the dedicated server room. Any personal property left on or in the Premises at the expiration or earlier termination of this Lease shall be disposed of by Landlord in the manner provided by law, including, without limitation, California Civil Code Section 1980 et seq. Tenant releases Landlord of and from any and all claims and liability for damage to or destruction or loss of property left by Tenant upon the Premises at the expiration or other termination of this Lease and Tenant hereby indemnifies Landlord against any and all claims and liability with respect thereto. Tenant further waives all claims to non-material, nonstructural interior alterations, additions or improvements to all property (and the Premises and Landlord will not unreasonably withhold its consent to any material non-structural interior alterations, additions or improvements to the Premises and/or to any structural alterations, additions or improvements to the Premises, provided notice is first given in writing proceeds thereof) abandoned by Tenant to Landlord and written approval retained or disposed of by Landlord is required for Landlord. (d) Tenant shall not commence work on any alteration, addition or improvement until and unless Landlord has received at least ten (10) days notice that would materially such work is to commence. Tenant shall immediately reimburse Landlord for any expense incurred by Landlord in reviewing and approving the plans and specifications for such work or by reason of any faulty work done by Tenant or Tenant's contractors, or by reason of delays caused by such work, or by reason of inadequate cleanup, or which is otherwise incurred by Landlord to review the plans and specifications, and monitor and inspect the progress of such work. Tenant or its contractors will in no event be allowed to make any improvements to the Premises which could possibly affect any mechanical of the Building systems or electrical systemto make any structural modification to the Building without first obtaining Landlord's consent, which Landlord can withhold in its sole and absolute discretion. For purposes All work by Tenant shall be scheduled through Landlord and shall be diligently and continuously pursued from the date of this Section 8(c)its commencement through its completion. In addition to the foregoing, demising wallsand at Landlord's option, but Tenant shall obtain a completion and/or performance bond in a form and by a surety acceptable to Landlord and in an amount not interior office wallsless than one and one-half (1½) times the estimated cost of such alterations, are deemed structuraladditions or improvements. (e) All alterations, additions and improvements to the Premises made by Tenant shall comply with both ADA as defined in Paragraph 8 of this Lease and the plans therefor approved in advance by Landlord; provided, however, Landlord's approval or consent to any such work shall not impose any liability upon Landlord nor shall such approval infer that Landlord has expressed any opinion or made any warranty regarding the adequacy, sufficiency or legality of any such improvements. Such plans and any specifications associated therewith shall be prepared by an architect or interior designer approved in advance by Landlord. No such work shall proceed without Landlord's prior approval of (i) Tenant's contractor(s); (ii) certificates of insurance from a company or companies approved by Landlord, furnished to Landlord by Tenant's contractor, for combined single limit bodily injury and property damage insurance covering comprehensive general liability and automobile liability, in an amount not less than One Million Dollars ($1,000,000) per occurrence and endorsed to show Landlord as an additional named insured, and for workers' compensation as required by law (provided, however, nothing in this subparagraph shall release Tenant of its other insurance obligations hereunder); and (iii) detailed plans and specifications for such work. All such work by Tenant shall be done in a first-class workmanlike manner and in conformity with all applicable governmental requirements, with valid building permit(s) and/or all other permits or licenses when and where required, copies of which shall be furnished to Landlord acknowledges that before the work is commenced, and any work not acceptable to any governmental authority or agency having or exercising jurisdiction over such work, or not reasonably satisfactory to Landlord, shall be promptly replaced and corrected at Tenant’s furniture's expense. All such work shall comply with all rules and regulations established by Landlord to ensure the safety, trade fixturescleanliness and good order of the Building and its occupants, business equipment including but not limited to those relating to usage of elevators and personalty shall not be deemed loading docks, establishment of off-Premises staging areas, disposal of refuse and the hours of performing operations which result in the creation of noise, dust and odors. No such alterations, additions or improvements which become Landlord’s property pursuant to the terms hereofby Tenant shall incorporate therein any hazardous materials, as defined in Paragraph 9. (df) Any repairs made pursuant to Section 7(b) hereof No antenna, satellite dish, microwave receiver or alterations and improvements made pursuant to this Section 8 other receiving or transmission equipment shall be installed by Tenant as required and permitted hereunder in or on the roof of or about the Building or elsewhere in the common areas except with the prior written consent of Landlord. Any such installation by Tenant shall be made and performed (i) as Landlord may designate on a reasonable basis, (ii) in accordance with all applicable rules and regulations of Landlord and governmental authorities having jurisdiction, (iii) in only the case of new construction in keeping with plans and specifications theretofore having been approved in advance by Landlord, (iv) using mechanics and contractors having been particular equipment specifically approved by Landlord which approval and any such installation shall not be unreasonably withheld; provided, however, that limited to the manner and location approved by Landlord, at Tenant’s sole cost . Any such installation shall be subject to such terms and expense, shall do all such work affecting the structural portions of the Building and the mechanical and electrical systems thereof, and (v) in a reasonable fashion to minimize noise, litter and/or odors resulting therefrom. The work performed conditions as are provided by Landlord affecting to Tenant at the structural portions of the Building and the mechanical and electrical systems thereof shall be at reasonable and competitive cost. Tenant shall reimburse time Landlord for Landlord’s reasonable costs of third party review of Tenant’s proposed structural alterations or those to the mechanical or electrical systemsapproves such installation. (e) Landlord shall have the right at any time to change the arrangement and/or location of entrances or passageways, doors and doorways and corridors, elevators, stairs, toilets or other public parts of the Building and to change the name, number or designation by which the Building is commonly known. Landlord shall have the right at any time to change the arrangement and/or location of the parking and common areas of the Development. In exercising its rights pursuant to this Section 8(e), Landlord shall not unreasonably interfere with Tenant’s access to the Premises or its operations therein.

Improvements and Alterations. (a) The Landlord shall deliver the Premises are delivered to Tenant as a turn-key build-out inclusive spaceTenant, and Tenant hereby accepts ▇▇▇▇▇▇ agrees to accept the Premises from Landlord in its existing “AS-IS”, “WHERE-IS IS” and “WITH ALL FAULTS” condition, and Landlord shall have no obligation to refurbish or otherwise improve the Premises throughout the Lease Term. (b) Landlord will cooperate with Any alterations, additions, or improvements made by or on behalf of Tenant in enforcing the warranties of workmanship and materials which Landlord received with respect to construction of the Premises (“Alterations”) shall be subject to the extent that the repair thereof is TenantLandlord’s responsibility hereunder. (i) prior written consent. Tenant shall not make cause, at its sole cost and expense, all Alterations to comply with insurance requirements and with Laws and shall construct, at its sole cost and expense, any alterations, additions alteration or improvements without the prior written consent modification required by Laws as a result of Landlordany Alterations. Any such alterations, additions or improvements (except movable furniture, business equipment and trade fixtures) shall at once become a part of the realty and belong to Landlord. The same All Alterations shall be made by Tenant, constructed at Tenant’s sole cost and expenseexpense and in a good and workmanlike manner by contractors reasonably acceptable to Landlord and only good grades of materials shall be used. Unless directed otherwise All plans and specifications for any Alterations shall be submitted to Landlord for its approval. Landlord may monitor construction of the Alterations. Tenant shall reimburse Landlord for all out-of-pocket sums, if any, paid by Landlord in writing, upon termination for third party examination of this LeaseTenant’s plans and specifications for any Alterations. In addition, Tenant shall be obligated to pay Landlord a coordination fee equal to ten percent (10%) of the actual costs of any of such Alterations, which coordination fee shall be paid to Landlord promptly following the completion of the construction of the Alterations. Landlord’s right to review plans and specifications and to monitor construction shall be solely for its own benefit, and Landlord shall have no duty to see that such plans and specifications or construction comply with applicable laws, codes, rules and regulations. Without limiting the other grounds upon demand which ▇▇▇▇▇▇▇▇ may refuse to approve any contractor or subcontractor, Landlord may take into account the desirability of maintaining harmonious labor relations at the Project. Landlord may also require that all life safety related work and all mechanical, electrical, plumbing and roof related work be performed by contractors designated by Landlord. Landlord shall have the right, at Tenant’s in its sole cost and expensediscretion, forthwith to instruct Tenant to remove any alterations, additions those improvements or improvements. (ii) Notwithstanding the provisions of Section 8(c)(i) or (d) to the contrary, Landlord’s consent shall not be required with respect to non-material, nonstructural interior alterations, additions or improvements to Alterations from the Premises and Landlord will not unreasonably withhold its consent to any material non-structural interior alterations, additions or improvements to the Premises and/or to any structural alterations, additions or improvements to the Premises, provided notice is first given in writing by Tenant to Landlord and written approval by Landlord is required for any alteration, addition or improvement that would materially affect any mechanical or electrical system. For purposes of this Section 8(c), demising walls, but not interior office walls, are deemed structural. (iii) Landlord acknowledges that Tenant’s furniture, trade fixtures, business equipment and personalty shall not be deemed alterations, additions or improvements which become Landlord’s property pursuant to the terms hereof. (d) Any repairs made pursuant to Section 7(b) hereof or alterations and improvements made pursuant to this Section 8 by Tenant as required and permitted hereunder shall be made and performed (i) as Landlord may designate on a reasonable basis, (ii) in accordance with all applicable rules and regulations of Landlord and governmental authorities having jurisdiction, (iii) in the case of new construction in keeping with plans and specifications theretofore having been were not approved in advance by Landlord, (ivii) using mechanics were not built in conformance with the plans and contractors having been specifications approved by Landlord, or (iii) Landlord which approval specified during its review of plans and specifications for Alterations would need to be removed by Tenant upon the expiration of this Lease. Except as set forth in the preceding sentence, Tenant shall not be obligated to remove such Alterations at the expiration of this Lease. Landlord shall not unreasonably withheld; providedwithhold or delay its approval with respect to what improvements or Alterations Landlord may require Tenant to remove at the expiration of the Lease. If, howeverupon the termination of this Lease, that LandlordLandlord requires Tenant to remove any or all of such Alterations from the Premises, then Tenant, at Tenant’s sole cost and expense, shall do promptly remove such Alterations and improvements and Tenant shall repair and restore the Premises to its original condition as of the Commencement Date, reasonable wear and tear excepted. Any Alterations remaining in the Premises following the expiration of the Lease Term or following the surrender of the Premises from Tenant to Landlord, shall become the property of Landlord unless Landlord notifies Tenant otherwise. Tenant shall provide Landlord with the identities and mailing addresses of all persons performing work or supplying materials, prior to beginning such construction, and Landlord may post on and about the Premises and record any notices of non-responsibility pursuant to applicable law. Tenant shall assure payment for the completion of all work free and clear of liens and shall provide certificates of insurance for worker’s compensation and other coverage in amounts and from an insurance company reasonably satisfactory to Landlord protecting Landlord against liability for bodily injury or property damage during construction. Upon completion of any Alterations and upon Landlord’s reasonable request, Tenant shall deliver to Landlord sworn statements setting forth the names of all contractors and subcontractors who did work on the Alterations and final lien waivers from all such work affecting contractors and subcontractors. Tenant shall pay to Landlord, as additional rent, the structural portions reasonable costs of Landlord’s engineers and other consultants (but not Landlord’s on-site management personnel) for review of all plans, specifications and working drawings for the Alterations and for the incorporation of such Alterations in the Landlord’s master Building drawings, within ten (10) business days after ▇▇▇▇▇▇’s receipt of invoices either from Landlord or such consultants together with (in any event) an administrative charge of ten percent (10%) of the actual costs of such work. In addition to such costs, Tenant shall pay to Landlord, within ten (10) business days after completion of any Alterations, the actual, reasonable costs incurred by Landlord for services rendered by ▇▇▇▇▇▇▇▇’s management personnel and engineers to coordinate and/or supervise any of the Alterations to the extent such services are provided in excess of or after the normal on-site hours of such engineers and management personnel. (c) Tenant shall keep the Premises, the Building and the mechanical Project free from any and electrical systems thereofall liens arising out of any Alterations, and work performed, materials furnished, or obligations incurred by or for Tenant. In the event that Tenant shall not, within ten (v10) days following the imposition of any such lien, cause the same to be released of record by payment or posting of a bond in a reasonable fashion form and issued by a surety acceptable to minimize noiseLandlord, litter and/or odors resulting therefrom. The work performed Landlord shall have the right, but not the obligation, to cause such lien to be released by Landlord affecting such means as it shall deem proper (including payment of or defense against the structural portions of the Building and the mechanical and electrical systems thereof shall be at reasonable and competitive cost. 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 all of Landlord’s reasonable costs and expenses, with interest thereon at the Default Rate (defined below) and Tenant shall indemnify and defend each and all of third party review of Tenant’s proposed structural alterations or those to the mechanical or electrical systems. (e) Landlord shall have the right at any time to change the arrangement and/or location of entrances or passageways, doors and doorways and corridors, elevators, stairs, toilets or other public parts of the Building and to change the name, number or designation by which the Building is commonly known. Landlord shall have the right at any time to change the arrangement and/or location of the parking and common areas of the Development. In exercising its rights pursuant to this Section 8(e), Landlord shall not unreasonably interfere with Tenant’s access to the Premises or its operations therein.the

Improvements and Alterations. (a) The Premises are delivered Except to the extent provided to the ---------------------------- contrary herein, the Tenant as a turn-key build-out inclusive space, and Tenant hereby accepts shall take the Premises in its AS-IS, WHERE-IS their "ASIS" condition. (b) Landlord will cooperate with Tenant in enforcing the warranties of workmanship and materials which Landlord received with respect to construction of the Premises to the extent that the repair thereof is Tenant’s responsibility hereunder. (i) . The Tenant shall not make or suffer to be made any alterations, additions or improvements without to or of the prior written consent of LandlordPremises or any part thereof, except as expressly provided in this paragraph 10. Any Tenant may cause such alterations, additions or improvements (except movable furniture, business equipment and trade fixtures) shall at once become a part of the realty and belong to Landlord. The same shall be made only upon the following conditions: (a) By a contractor reasonably approved in writing by Tenant, at Tenant’s sole cost and expense. Unless directed otherwise by the Landlord in writing, upon termination of this Lease, Tenant shall upon demand by Landlord, at Tenant’s sole cost and expense, forthwith remove any alterations, additions or improvements.advance; (iib) Notwithstanding the provisions Tenant submits plans, specifications and cost estimates of Section 8(c)(i) such work prepared by a competent architect in accordance with existing building ordinances of federal, state or (d) local laws or orders to the contrary, Landlord for the Landlord’s consent 's approval which Landlord shall not unreasonably withhold. Default by the Tenant in the payment of any sums agreed to be required paid by the Tenant to Landlord for or in connection with respect to non-material, nonstructural interior alterations, additions or improvements to the Premises and shall entitle the Landlord will not unreasonably withhold its consent to any material non-structural interior all the same remedies as for nonpayment of Rent hereunder. Any alterations, additions or improvements to or of the Premises and/or shall at once become the property of the Landlord. Movable furniture, equipment and trade fixtures shall remain the property of the Tenant. The Landlord shall indicate to any structural the Tenant when Landlord's approval of the above plans and specifications is sought which alterations, additions or improvements made for or by the Tenant will be required to be removed from the Premises at the termination of this Lease. If the Landlord so elects, the Tenant shall restore the Premises to the Premises, provided notice is first given in writing by Tenant condition of same prior to Landlord and written approval by Landlord is required for any alteration, addition or improvement that would materially affect any mechanical or electrical system. For purposes the making of this Section 8(c), demising walls, but not interior office walls, are deemed structural. (iii) Landlord acknowledges that Tenant’s furniture, trade fixtures, business equipment and personalty shall not be deemed such alterations, additions or improvements which become Landlord’s property pursuant are so required to be removed at the terms hereof. (d) Any repairs made pursuant to Section 7(b) hereof or alterations termination of this lease; said work of removal and improvements made pursuant to this Section 8 by Tenant as required and permitted hereunder restoration shall be made and performed performed, at the Landlord's sole election, either (i) as Landlord may designate on a reasonable basis, (ii) in accordance with all applicable rules and regulations of Landlord and governmental authorities having jurisdiction, (iii) in by the case of new construction in keeping with plans and specifications theretofore having been approved in advance by Landlord, (iv) using mechanics and contractors having been approved by Landlord which approval shall not be unreasonably withheld; provided, however, that LandlordTenant, at the Tenant’s 's sole cost and expense, shall do all such work affecting or (ii) by the structural portions Landlord at the expense of the Building and Tenant and, in the mechanical and electrical systems thereoflatter election, and (v) in a reasonable fashion the Tenant shall pay to minimize noisethe Landlord, litter and/or odors resulting therefrom. The work performed by Landlord affecting promptly upon the structural portions Landlord's demand, the amount of the Building Landlord's reasonable cost of such removal and the mechanical and electrical systems thereof shall be at reasonable and competitive costrestoration. Tenant shall reimburse Landlord for Landlord’s reasonable costs of third party review of Tenant’s proposed structural alterations or those Prior to the mechanical commencement of Landlord' 5 removal and or electrical systems. (e) restoration work, Landlord shall submit the cost estimate to Tenant and Tenant shall have the right at to reasonably approve such estimate and any time amendments thereto. In the event that, as a result of any such alterations, additions or improvements, it shall be necessary for the Landlord to change make other improvements (including, but not limited to, upgrading of installations of life safety systems or compliance with standards for handicapped persons) in the arrangement and/or location Building, whether within or without the Premises, then the Tenant agrees to pay the cost of entrances such other improvements if they are a condition of the building permit; provided however, that Tenant shall not be responsible for any costs or passageways, doors and doorways and corridors, elevators, stairs, toilets improvements (i) made necessary as a result of the failure of Landlord or other public parts any occupant of the Building and to change obtain building permits, where required and/or (ii) to comply with any Laws (a) applicable thePremises as of the name, number or designation date the construction of Tenant's tenant improvements are completed by which Landlord and/or (b) applicable to the Building is commonly knownas of the Tenth floor Commencement Date. Landlord shall have be responsible for those costs and improvements that are not the right at any time to change the arrangement and/or location responsibility of the parking and common areas of the Development. In exercising its rights pursuant to this Section 8(e), Landlord shall not unreasonably interfere with Tenant’s access to the Premises or its operations therein.

Improvements and Alterations. (a) Landlord shall improve the Premises using standard Building materials equal to or of better quality than those materials currently used in the Premises and finishes in accordance with a space plan being prepared by Treieschmann Dumala Architectural Group (the “Architect”), a draft of which is dated October 17, 2018 (the “Space Plan”), and attached hereto as Exhibit “B.” Within ten (10) days from the date hereof, Tenant shall submit an updated Space Plan for Landlord’s review and approval, provided however, Tenant shall have no right to request any changes to the Space Plan that would materially alter the exterior appearance or basic nature of the Building or the Building systems. Landlord shall have three (3) business days after receipt of the updated Space Plan to review and to give Tenant written notice of Landlord’s approval of the updated Space Plan or its requested changes thereto. If Landlord requests any changes to the updated Space Plan, then Tenant shall make those changes and re-submit within three (3) business days thereof the further revised Space Plan to Landlord for approval. Landlord and Tenant shall continue such process until Tenant addresses Landlord’s comments and Landlord issues written approval of the Space Plan (the “Final Space Plan”). Within fifteen (15) days after the date of the Final Space Plan, Tenant shall cause the Architect to prepare and submit construction drawings to Landlord for approval based on the Final Space Plan and in accordance with the same procedure set forth above. Landlord shall not be required to install any partition or improvements which are not in conformity with the Final Space Plan. The Premises are delivered improvements referenced in this Paragraph shall be referred to as the “Tenant Improvements.” Notwithstanding any provision in this Lease to the contrary, the Tenant Improvements shall be completed in a good and workmanlike manner and shall comply with all laws. In addition to (and not in lieu of) Landlord’s obligations under this Lease, Landlord shall cause the general contractor performing the Tenant Improvements to provide a warranty in favor of Tenant against defects in workmanship and materials for a period of twelve (12) months after the Commencement Date. If Tenant notifies Landlord of any such defects within such twelve (12) month period, then Landlord will cause to be repaired, the defects as soon as practicable and shall use commercially reasonable efforts to repair the defects with minimal disruption and interference to Tenant’s use of the Premises. At any time after the expiration such twelve (12) month period, Landlord will promptly, upon written request of Tenant, assign to Tenant as a turn-key build-out inclusive space(to the extent assignable, available and without warranty or representation by Landlord) all rights which Landlord may have under the contract for the construction of the Tenant hereby accepts Improvements against the Premises contractor respecting defects in its AS-IS, WHERE-IS conditionworkmanship and materials. (b) Except as expressly provided herein and described in the Space Plan, Landlord will cooperate with shall not be responsible for any other renovation, construction or installation of any improvements relating to the Premises. Tenant in enforcing the acknowledges that Landlord has not made any representations or warranties of workmanship and materials which Landlord received with respect to construction the condition of the Premises and neither Landlord nor any assignee of Landlord shall be liable for any latent defect therein. The taking of possession of the Premises by Tenant shall be conclusive evidence that the Premises were in good and satisfactory condition at the time such possession was taken. Landlord, through its designated contractor (the “Contractor”), will perform and complete the Tenant Improvements as described in the Space Plan. All costs related to change-orders, alterations and additions to the extent that the repair thereof is Tenant’s responsibility hereunder. (i) Tenant shall not make any alterations, additions or improvements without the prior written consent of Landlord. Any such alterations, additions or improvements (except movable furniture, business equipment and trade fixtures) shall at once become a part of the realty and belong to Landlord. The same shall be made by Tenant, at Tenant’s sole cost and expense. Unless directed otherwise by Landlord in writing, upon termination of this Lease, Tenant shall upon demand by Landlord, at Tenant’s sole cost and expense, forthwith remove any alterations, additions or improvements. (ii) Notwithstanding the provisions of Section 8(c)(i) or (d) to the contrary, Landlord’s consent shall not be required with respect to non-material, nonstructural interior alterations, additions or improvements to the Premises and Landlord will not unreasonably withhold its consent to any material non-structural interior alterations, additions or improvements to the Premises and/or to any structural alterations, additions or improvements to the Premises, provided notice is first given in writing Space Plan requested by Tenant to Landlord and written approval by Landlord is required for any alteration, addition or improvement that would materially affect any mechanical or electrical system. For purposes of this Section 8(c), demising walls, but not interior office walls, are deemed structural. (iii) Landlord acknowledges that Tenant’s furniture, trade fixtures, business equipment and personalty shall not be deemed alterations, additions or improvements which become Landlord’s property pursuant to the terms hereof. (d) Any repairs made pursuant to Section 7(b) hereof or alterations and improvements made pursuant to this Section 8 by Tenant as required and permitted hereunder shall be made and performed (i) as Landlord may designate on a reasonable basis, (ii) in accordance with all applicable rules and regulations of Landlord and governmental authorities having jurisdiction, (iii) in the case of new construction in keeping with plans and specifications theretofore having been approved in advance by Landlord, (iv) using mechanics and contractors having been approved by Landlord which approval increase the cost of the Tenant Improvements above the Tenant Allowance shall be borne by Tenant. All work will be scheduled by Landlord in such a manner as to not be unreasonably withheld; providedinconvenience other tenants in the Building. Landlord and its Contractor assume no liability for Tenant’s equipment, however, that furniture or other personal property located at the Premises during the construction of the Tenant Improvements and Tenant shall hold Landlord, at its contractors and their respective agents and employees (“Landlord’s Indemnified Parties”) harmless and indemnify same from and against any damage or injury relating to Tenant’s sole cost and expenseequipment, shall do all such work affecting furniture or personal property left in the structural portions Premises during the construction of the Building and the mechanical and electrical systems thereof, and (v) in a reasonable fashion to minimize noise, litter and/or odors resulting therefromTenant Improvements. The work performed by Landlord affecting the structural portions of the Building and the mechanical and electrical systems thereof Tenant hereby acknowledges that Tenant shall be at reasonable solely responsible for the installation and competitive cost. Tenant shall reimburse Landlord for Landlord’s reasonable any other associated costs of third party review of Tenant’s proposed structural alterations or those relating to the mechanical or electrical systemsuse of low voltage wiring, card readers and telephone cabling in the Premises. (e) Landlord shall have the right at any time to change the arrangement and/or location of entrances or passageways, doors and doorways and corridors, elevators, stairs, toilets or other public parts of the Building and to change the name, number or designation by which the Building is commonly known. Landlord shall have the right at any time to change the arrangement and/or location of the parking and common areas of the Development. In exercising its rights pursuant to this Section 8(e), Landlord shall not unreasonably interfere with Tenant’s access to the Premises or its operations therein.

Improvements and Alterations. (a) The Premises are delivered Tenant at its cost shall have the right to Tenant as a turn-key build-out inclusive spacemake, without Landlord’s consent, alterations and Tenant hereby accepts the Premises in its AS-IS, WHERE-IS condition. (b) Landlord will cooperate with Tenant in enforcing the warranties of workmanship and materials which Landlord received with respect to construction of the Premises improvements to the extent that the repair thereof is Tenant’s responsibility hereunder. (i) Tenant shall not make premises. In making any alterations, additions alterations or improvements without the prior written consent of Landlord. Any such alterations, additions or improvements (except movable furniture, business equipment and trade fixtures) shall at once become a part of the realty and belong to Landlord. The same shall be made by Tenant, at Tenant’s sole cost and expense. Unless directed otherwise by Landlord in writing, upon termination of this Leaseimprovements, Tenant shall upon demand by Landlord, comply with the following: 1. Tenant shall submit reasonably detailed final plans and specifications and working drawings of the proposed alterations and improvements and the name of its contractor at Tenant’s sole cost and expense, forthwith remove any least 30 days before the date it intends to commence the alterations, additions or improvements. (ii) Notwithstanding the provisions of Section 8(c)(i) or (d) to the contrary, Landlord’s consent 2. The alterations shall not be required commenced until 15 days after Landlord has received notice from Tenant stating the date the installation of the alterations and improvements are to commence so that Landlord can post and record an appropriate notice of nonresponsibility. 3. The alterations and improvements shall be approved by all appropriate government agencies, and all applicable permits and authorizations shall be obtained before commencement of the alterations. 4. All alterations and improvements shall be completed with respect due diligence in compliance with the plans and specifications and working drawings and all applicable laws. 5. Before commencing the alterations and improvements and at all times during construction, Tenant’s contractor shall maintain insurance as herein provided. 6. If the estimated cost of the alterations and improvements exceeds $10,000, before the commencement of the alterations Tenant at its cost shall furnish to non-material, nonstructural interior alterations, additions or improvements Landlord a performance and completion bond issued by an insurance company qualified to do business in Nevada in a sum equal to the Premises cost of the alterations and Landlord will not unreasonably withhold improvements (as determined by the construction contract between Tenant and its consent to any material non-structural interior alterationscontractor) guaranteeing the completion of the alterations and improvements free and clear of all liens and other charges, additions or improvements to and in accordance with the Premises and/or to any structural alterations, additions or improvements to the Premises, provided notice is first given in writing by Tenant to Landlord plans and written approval by Landlord is required for any alteration, addition or improvement that would materially affect any mechanical or electrical system. For purposes of this Section 8(c), demising walls, but not interior office walls, are deemed structuralspecifications. (iii) Landlord acknowledges that Tenant’s furniture, trade fixtures, business equipment and personalty shall not be deemed alterations, additions or improvements which become Landlord’s property pursuant to the terms hereof. (d) 7. Any repairs made pursuant to Section 7(b) hereof or alterations and improvements made pursuant shall remain on and be surrendered with the premises on expiration or termination of the term, except that Landlord can elect within 90 days before the expiration of the term, or within 10 days after termination of the term, to this Section 8 by require Tenant to remove any alterations and improvements, whether underground or above ground, that Tenant has made to the premises and restore the same to their original condition as required and permitted hereunder a paved, street-level parking area. If landlord so elects, Tenant at its cost shall be made and performed (i) as Landlord may designate on a reasonable basis, (ii) in accordance with all applicable rules and regulations of Landlord and governmental authorities having jurisdiction, (iii) in restore the case of new construction in keeping with plans and specifications theretofore having been approved in advance by Landlord, (iv) using mechanics and contractors having been approved premises to the condition designated by Landlord which approval shall not be unreasonably withheld; providedin its election, however, that Landlord, at Tenant’s sole cost and expense, shall do all such work affecting before the structural portions last day of the Building and the mechanical and electrical systems thereofterm, and (v) in a reasonable fashion to minimize noiseor within 30 days after notice of election is given, litter and/or odors resulting therefrom. The work performed by Landlord affecting the structural portions of the Building and the mechanical and electrical systems thereof shall be at reasonable and competitive cost. Tenant shall reimburse Landlord for Landlord’s reasonable costs of third party review of Tenant’s proposed structural alterations or those to the mechanical or electrical systemswhichever is later. (e) Landlord shall have the right at any time to change the arrangement and/or location of entrances or passageways, doors and doorways and corridors, elevators, stairs, toilets or other public parts of the Building and to change the name, number or designation by which the Building is commonly known. Landlord shall have the right at any time to change the arrangement and/or location of the parking and common areas of the Development. In exercising its rights pursuant to this Section 8(e), Landlord shall not unreasonably interfere with Tenant’s access to the Premises or its operations therein.

Improvements and Alterations. (a) The Premises are delivered to Tenant Landlord's sole initial construction obligation under this Lease is set forth in the Work Letter attached hereto as a turn-key build-out inclusive space, and Tenant hereby accepts the Premises in its AS-IS, WHERE-IS condition.Exhibit B. (b) Landlord will cooperate with Any alterations, additions, or improvements made by or on behalf of Tenant in enforcing the warranties of workmanship and materials which Landlord received with respect to construction of the Premises ("Alterations") shall be subject to Landlord's prior written consent, such consent not to be unreasonably withheld or delayed. Notwithstanding the foregoing to the extent that the repair thereof is Tenant’s responsibility hereunder. (i) contrary, Tenant shall not make (i) any structural alterations, improvements or additions to the Premises, or (ii) any alterations, improvements or additions to the Premises which (a) will adversely impact the Building's mechanical, electrical or improvements without heating, ventilation or air conditioning systems, or (b) will adversely impact the structure of the Building, or (c) are visible from the exterior of the Premises, or (d) which will result in the penetration or puncturing of the roof or floor, without, in each case, first obtaining Landlord's prior written consent of or approval to such Alterations (which consent or approval shall be in the Landlord's sole and absolute discretion). Any such alterationsNotwithstanding anything herein to the contrary, additions or improvements (except movable furnitureTenant, business equipment may, without Landlord's prior consent, but with prior written notice to Landlord and trade fixtures) shall at once become a part provided that Tenant complies with all Building rules and regulations affecting Alterations promulgated in accordance with Section 19(t), install cosmetic, non-structural alterations to the interior of the realty and belong to LandlordPremises costing $25,000.00 or less in any calendar year, provided the same do not affect the Building systems, including, without limitation, the mechanical, electrical, plumbing or life-safety systems of the Building. The same Tenant shall be made by Tenantcause, at Tenant’s sole cost and expense. Unless directed otherwise by Landlord in writing, upon termination of this Lease, Tenant shall upon demand by Landlord, at Tenant’s its sole cost and expense, forthwith remove all Alterations to comply with insurance requirements and with Laws and shall construct, at its sole cost and expense, any alterationsalteration or modification required by Laws as a result of any Alterations, additions or improvements. (ii) Notwithstanding the provisions of Section 8(c)(i) or (d) to the contrary, unless such compliance with Laws is otherwise Landlord’s consent 's obligation under this Lease. All Alterations shall not be required with respect to non-material, nonstructural interior alterations, additions or improvements to the Premises constructed at Tenant's sole cost and Landlord will not unreasonably withhold its consent to any material non-structural interior alterations, additions or improvements to the Premises and/or to any structural alterations, additions or improvements to the Premises, provided notice is first given expense and in writing a good and workmanlike manner by Tenant contractors reasonably acceptable to Landlord and written approval by Landlord is required only good grades of materials shall be used. If the improvements or Alterations require the issuance of a building permit, then all plans and specifications for any alterationAlterations shall be submitted to Landlord for its approval, addition or improvement that would materially affect any mechanical or electrical system. For purposes of this Section 8(c), demising walls, but not interior office walls, are deemed structural. (iii) Landlord acknowledges that Tenant’s furniture, trade fixtures, business equipment and personalty shall which approval will not be unreasonably withheld, delayed or conditioned. If Landlord does not notify Tenant in writing of any specific obligations thereto within twenty (20) days after Landlord's receipt of such plans and specifications, Landlord will be deemed alterations, additions or improvements which become to have approved such plans and specifications as submitted. Landlord may monitor construction of the Alterations. Landlord’s property pursuant 's right to the terms hereof. (d) Any repairs made pursuant review plans and specifications and to Section 7(b) hereof or alterations and improvements made pursuant to this Section 8 by Tenant as required and permitted hereunder monitor construction shall be made solely for its own benefit, and performed Landlord shall have no duty to see that such plans and specifications or construction comply with applicable laws, codes, rules and regulations. Landlord shall have the right, in its sole discretion, to instruct Tenant to remove those improvements or Alterations from the Premises which (i) as were required to be consented to by Landlord may designate on a reasonable basis, (ii) in accordance with all applicable rules and regulations of Landlord and governmental authorities having jurisdiction, (iii) in the case of new construction in keeping with plans and specifications theretofore having been but were not approved in advance by Landlord, (ivii) using mechanics N/A or (iii) Landlord specified in writing during its review of plans and contractors having been approved specifications that such Alterations would need to be removed by Tenant upon the expiration of this Lease. If upon the termination of this Lease Landlord which approval shall not be unreasonably withheld; providedrequires Tenant to remove any or all of such Alterations from the Premises, however, that Landlordthen Tenant, at Tenant’s 's sole cost and expense, shall do promptly remove such Alterations and improvements and Tenant shall repair and restore the Premises to its original condition after completion of the Tenant Improvements and not including subsequent improvements that Tenant is not required to remove, reasonable wear and tear, repairs which are the responsibility of Landlord, repairs which are covered by Landlord's insurance and damage due to fire or other casualty or condemnation excepted. Any Alterations remaining in the Premises following the expiration of the Lease Term or following the surrender of the Premises from Tenant to Landlord, shall become the property of Landlord. Tenant shall provide Landlord with the identities and mailing addresses of all persons performing work or supplying materials, prior to beginning such construction, and Landlord may post on and about the Premises notices of non-responsibility pursuant to applicable law. Tenant shall assure payment for the completion of all work free and clear of liens and shall provide certificates of insurance for worker's compensation and other coverage in amounts and from an insurance company reasonably satisfactory to Landlord protecting Landlord against liability for bodily injury or property damage during construction. Upon completion of any Alterations and upon Landlord's reasonable request, Tenant shall deliver to Landlord sworn statements setting forth the names of all contractors and subcontractors who did work on the Alterations and final lien waivers from all such work affecting contractors and subcontractors. (c) Tenant shall keep the structural portions of Premises, the Building and the mechanical Project free from any and electrical systems thereofall liens arising out of any Alterations, and work performed, materials furnished, or obligations incurred by or for Tenant. In the event that Tenant shall not, within thirty (v30) in a reasonable fashion to minimize noise, litter and/or odors resulting therefrom. The work performed by days following written notice from Landlord affecting the structural portions of the Building and imposition of any such lien, cause the mechanical and electrical systems thereof same to be released of record by payment or posting of a bond, Landlord shall have the right, but not the obligation, to cause such lien to be at reasonable and competitive cost. released by such means as it shall reasonably deem proper (including payment of or defense against the claim giving rise to such lien); in such case, Tenant shall reimburse Landlord for all reasonable amounts so paid by Landlord in connection therewith, together with all of Landlord’s 's reasonable costs and expenses, with interest thereon at the Default Rate (defined below) and Tenant shall indemnify each and all of third party review the Landlord Indemnitees (defined below) against any damages, losses or costs arising out of any such claim. Tenant’s proposed structural alterations 's indemnification of Landlord contained in this Paragraph shall survive the expiration or those to the mechanical or electrical systems. (e) earlier termination of this Lease. Such rights of Landlord shall have the right at any time be in addition to change the arrangement and/or location of entrances all other remedies provided herein or passageways, doors and doorways and corridors, elevators, stairs, toilets or other public parts of the Building and to change the name, number or designation by which the Building is commonly known. Landlord shall have the right at any time to change the arrangement and/or location of the parking and common areas of the Development. In exercising its rights pursuant to this Section 8(e), Landlord shall not unreasonably interfere with Tenant’s access to the Premises or its operations thereinlaw.

Improvements and Alterations. (a) The Premises are delivered Landlord covenants that it shall deliver sole and vacant possession of the Property to Tenant, free and clear of all tenancies and parties in possession within ten (10) days after Tenant notifies Landlord that all conditions precedent of this Lease have been satisfied. In the event Landlord fails to deliver vacant possession to Tenant on a timely basis, Tenant, at its option, may take such action as a turn-key build-out inclusive spacemay be necessary to obtain such vacant possession and the costs therefor shall be deducted from Tenant's Rent, or Tenant may terminate this Lease and Tenant hereby accepts thereafter the Premises in its AS-ISparties shall be released from further liability and this Lease shall be null, WHERE-IS conditionvoid and of no effect. (b) Landlord will cooperate with After delivery of Vacant Possession, Tenant in enforcing shall be responsible, at Tenant's expense, for the warranties of workmanship and materials which Landlord received with respect to construction renovation of the Premises 3 story portion of the existing building and demolition and removal of the one story addition to that building and/or other improvements on the extent that Property (including pavement, if any) in accordance and in compliance with all local, state and federal building, demolition, environmental codes, laws and ordinances and the repair thereof is Tenant’s responsibility hereundersite plan approval by Landlord on , 2015. (ic) Tenant shall not make any alterations, additions or improvements without From and after the prior written consent of Landlord. Any such alterations, additions or improvements (except movable furniture, business equipment and trade fixtures) shall at once become a part of the realty and belong to Landlord. The same shall be made by Tenant, at Tenant’s sole cost and expense. Unless directed otherwise by Landlord in writing, upon termination of this LeaseEffective Date, Tenant shall upon demand by Landlord, at Tenant’s sole cost and expense, forthwith remove any alterations, additions or improvements. (ii) Notwithstanding the provisions of Section 8(c)(i) or (d) to the contrary, Landlord’s consent shall not be required with respect to non-material, nonstructural interior alterations, additions or improvements to the Premises and Landlord will not unreasonably withhold its consent to any material non-structural interior alterations, additions or improvements to the Premises and/or to any structural alterations, additions or improvements to the Premises, provided notice is first given in writing by Tenant to Landlord and written approval by Landlord is required for any alteration, addition or improvement that would materially affect any mechanical or electrical system. For purposes of this Section 8(c), demising walls, but not interior office walls, are deemed structural. (iii) Landlord acknowledges that Tenant’s furniture, trade fixtures, business equipment and personalty shall not be deemed alterations, additions or improvements which become Landlord’s property pursuant to the terms hereof. (d) Any repairs made pursuant to Section 7(b) hereof or alterations and improvements made pursuant to this Section 8 by Tenant as required and permitted hereunder shall be made and performed (i) as Landlord may designate on a reasonable basis, (ii) in accordance with all applicable rules and regulations of Landlord and governmental authorities having jurisdiction, (iii) in the case of new construction in keeping with plans and specifications theretofore having been approved in advance by Landlord, (iv) using mechanics and contractors having been approved by Landlord which approval shall not be unreasonably withheld; provided, however, that Landlord, at Tenant’s sole cost and expense, shall do all such work affecting the structural portions of the Building and the mechanical and electrical systems thereof, and (v) in a reasonable fashion to minimize noise, litter and/or odors resulting therefrom. The work performed by Landlord affecting the structural portions of the Building and the mechanical and electrical systems thereof shall be at reasonable and competitive cost. Tenant shall reimburse Landlord for Landlord’s reasonable costs of third party review of Tenant’s proposed structural alterations or those to the mechanical or electrical systems. (e) Landlord shall have the right at any from time to time to construct a building and/or other improvements upon the Property and to alter, renovate, add, remodel, modify, or change the arrangement building and/or location other improvements upon the Property as Tenant may deem desirable and in accordance with Landlords ordinances. Specifically, Tenant may only demolish the one-story building upon the Property. The three-story building shall not be demolished but will be substantially renovated and rehabbed in accordance with the rehabilitation standards for historic rehabilitation tax credits. The building and/or other improvements upon the Property shall be and remain the property of entrances or passageways, doors Tenant during the Term and doorways and corridors, elevators, stairs, toilets any Extensions of the Lease. Tenant shall not remove the building or other public parts improvements upon the Property and after the expiration of such period shall be deemed to be an abandonment thereof, whereby title shall become vested in the Building and to change the name, number or designation by which the Building is commonly known. Landlord shall have the right at any time to change the arrangement and/or location of the parking and common areas of the Development. In exercising its rights pursuant to this Section 8(e), Landlord shall not unreasonably interfere with Tenant’s access to the Premises or its operations thereinLandlord.

Improvements and Alterations. (a) The Except as expressly set forth in this Lease, including without limitation, the Work Letter, Landlord shall deliver the Premises are delivered to Tenant as a turn-key build-out inclusive spaceTenant, and Tenant hereby accepts agrees to accept the Premises from Landlord in its existing “AS-IS”, “WHERE-IS” and “WITH ALL FAULTS” condition, and Landlord shall have no obligation to refurbish or otherwise improve the Premises throughout the Lease Term; provided, however, and notwithstanding the foregoing to the contrary, to the extent not already completed as of the Effective Date of this Lease, Landlord’s sole construction obligations with respect to the Premises shall be to complete those items of Landlord’s Work set forth in Exhibit H attached hereto and incorporated herein for all purposes and those obligations of Landlord set forth in the Work Letter attached hereto as Exhibit B and any obligations expressly set forth in Paragraph 19(hh) below. Subject to Landlord’s reasonable regulations, restrictions and guidelines and applicable laws and subject to Landlord’s reasonable approval with respect to location and specifications, Tenant may core drill between the floors of the Premises (including the floor of the fourth floor of the Building) to install and service wire, conduit and cable that serve Tenant’s equipment in the Premises in its AS-ISaccordance with, WHERE-IS conditionand subject to, the other terms and provisions of this Lease and Landlord’s rights hereunder with respect to such areas. Tenant shall be responsible for restoring any such core drills at the expiration or earlier termination of the Lease. Subject to applicable laws, codes ordinances and regulations and Landlord’s prior written reasonable approval, Tenant shall be permitted to use the internal stairwells in the Building between the floors of the Premises (including the right to install security on those doors such as card readers, provided that (i) such security installation is in compliance with all applicable laws, codes and ordinances, (ii) Landlord approves the plans and specifications with respect to such security systems, (iii) Tenant being obligated to provide Landlord with access cards for such security systems, and (iv) upon the expiration or earlier termination of the Lease Tenant shall be required to remove such security systems and restore the Building to the condition existing prior to such installation). Any costs associated with investigating code requirements and/or making improvements or alterations required by code in order for Tenant to utilize the internal stairways and install security equipment shall be paid for by Tenant. (b) Landlord will cooperate with Any alterations, additions, or improvements made by or on behalf of Tenant in enforcing to the warranties of workmanship Premises (“Alterations”) shall be subject to Landlord’s prior written consent, which consent shall not be unreasonably withheld or conditioned and materials which Landlord received shall be granted or denied within fifteen (15) business days. Landlord’s consent shall be reasonably withheld with respect to proposed Alterations that (i) fail to comply with all applicable laws, ordinances, rules and regulations; (ii) are not compatible with the Building and its mechanical, electrical, HVAC and life safety systems; (iii) will interfere with the use and occupancy of any other portion of the Building by any other tenant or their invitees; (iv) adversely affects the structural portions of the Building; or (v) requires the construction of any other improvements or alteration that is visible from the exterior of the Premises (collectively, a “Design Problem”). Notwithstanding, Tenant shall have the right, without Landlord’s consent but upon fifteen (15) business days’ prior notice to Landlord, to make non-structural additions and alterations (“Non-Consent Alterations”) to the Premises, provided that such Non-Consent Alterations do not create a Design Problem and do not cost more than $75,000 in the aggregate in any calendar year. Tenant shall also have the right without prior notice at any time to install phone, computer and telecommunications lines and cabling that do not affect the Building systems and are located entirely within the Premises. The construction of the initial improvements to the Premises shall be governed by the terms of the Work Letter and not the terms of this Paragraph 4 unless otherwise expressly set forth in this Paragraph 4. In connection with the initial Tenant Improvements, Landlord hereby approves the space plan dated May 15, 2015 (the “Initial Space Plan”) that was furnished by Tenant to Landlord prior to the execution of this Lease and agrees that Tenant shall not be required to restore any of the Tenant Improvements shown on such Initial Space Plan; provided, however, except as otherwise provided in subparagraph (xi) of Exhibit H, Tenant hereby acknowledges and agrees that Tenant shall be solely responsible for all costs associated with or arising from the amount of occupants (or deemed occupancy per Laws) located on each floor of the Premises to the extent that such costs result from an occupancy (or deemed occupancy) in excess of five (5) persons per 1,000 rentable square feet, including without limitation, those required by applicable Laws including ingress/egress requirements (whether such exiting requirements arise within the repair thereof is TenantPremises or outside the Premises) except for item (xi) under Exhibit H which shall be Landlord’s responsibility hereunder. responsibility, restroom upgrades (i) including, but not limited to, additional fixtures), and any other upgrades or modifications made to the Building, Common Areas and base building systems (e.g., HVAC). In no event does Landlord make any representation or warranty with respect to the suitability of the Initial Space Plan or if such Initial Space Plan complies with applicable Laws. Tenant shall not make any alterations, additions or improvements without the prior written consent of Landlord. Any such alterations, additions or improvements (except movable furniture, business equipment and trade fixtures) shall at once become a part of the realty and belong to Landlord. The same shall be made by Tenantcause, at Tenant’s its sole cost and expense, all Alterations to comply with commercially reasonable insurance requirements and with Laws and shall construct, at its sole cost and expense, any alteration or modification required by Laws as a result of any Alterations. Unless directed otherwise by Landlord in writing, upon termination of this Lease, Tenant All Alterations shall upon demand by Landlord, be constructed at Tenant’s sole cost and expense, forthwith remove any alterationsin a first class and good and workmanlike manner by contractors reasonably acceptable to Landlord, additions or improvements. (ii) Notwithstanding the provisions of Section 8(c)(i) or (d) to the contrary, Landlord’s which consent shall not be required with respect to non-material, nonstructural interior alterations, additions unreasonably withheld or improvements to the Premises conditioned and Landlord will not unreasonably withhold its consent to any material non-structural interior alterations, additions or improvements to the Premises and/or to any structural alterations, additions or improvements to the Premises, provided notice is first given in writing by Tenant to Landlord and written approval by Landlord is required for any alteration, addition or improvement that would materially affect any mechanical or electrical system. For purposes of this Section 8(c), demising walls, but not interior office walls, are deemed structural. (iii) Landlord acknowledges that Tenant’s furniture, trade fixtures, business equipment and personalty shall not be deemed alterations, additions or improvements which become Landlord’s property pursuant to the terms hereof. (d) Any repairs made pursuant to Section 7(b) hereof or alterations and improvements made pursuant to this Section 8 by Tenant as required and permitted hereunder shall be made granted or denied within fifteen (15) business days, and performed (i) as Landlord may designate on a reasonable basis, (ii) in accordance only good grades of materials shall be used consistent with all applicable rules and regulations the quality of Landlord and governmental authorities having jurisdiction, (iii) in the case of new construction in keeping with Building. All plans and specifications theretofore having been approved in advance by Landlordfor any Alterations shall be submitted to Landlord for its approval, (iv) using mechanics and contractors having been approved by Landlord which approval shall not be unreasonably withheldwithheld or denied within fifteen (15) business days. Landlord may monitor construction of the Alterations and Tenant shall reimburse Landlord for its actual out-of-pocket costs incurred in connection with such monitoring as Landlord is required to pay in connection with its then existing contractual relationship with its property management or construction manager. Landlord’s right to review plans and specifications and to monitor construction shall be solely for its own benefit, and Landlord shall have no duty to see that such plans and specifications or construction comply with applicable laws, codes, rules and regulations. Without limiting the other grounds upon which Landlord may refuse to approve any contractor or subcontractor, Landlord may take into account the desirability of maintaining harmonious labor relations at the Project; provided, however, Landlord agrees that Tenant shall have the right to cure any disharmony through maintenance of a duel gate system. Tenant shall not be required to engage union labor in connection with the Tenant Improvements or any Alterations; provided, however, if the identity of Tenant’s contractor creates any labor disharmony at the Building or Project, then Landlord may require Tenant to cease its construction activities until such labor disharmony is resolved; provided, however, Landlord agrees that Tenant shall have the right to cure any disharmony through maintenance of a dual gate system. Landlord may require that all life safety related work and mechanical, electrical and plumbing (ARC is hereby approved by Landlord) and roof related work to be performed by contractors reasonably designated by Landlord; provided, however, if such Landlord designated contractors are not providing commercially reasonable prices or are not reasonably available, then Landlord agrees to consult with such contractors in order to resolve such issues. Landlord shall have the right, in its sole discretion, to instruct Tenant to remove those improvements or Alterations from the Premises which (i) were not approved in advance by Landlord (except for Non-Consent Alterations, provided, however, such Non-Consent Alterations shall not be specialized to Tenant otherwise Landlord can require their removal), or (ii) were not built in substantial conformance with the plans and specifications approved by Landlord, as applicable. Furthermore, Landlord may, by written notice to Tenant at the time of consent and only for Alterations requiring Landlord’s consent (or with respect to any specialized Non-Consent Alterations), require Tenant, at Tenant’s expense, to remove any Alterations in the Premises and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to the condition existing prior to Tenant’s installation of the subject Alteration and/or fixture; provided, however, that (i) in no event shall Tenant be obligated to remove any general office Alterations or general office Tenant Improvements, and (ii) Landlord shall make such designation, if at all, concurrently with Landlord’s approval (if applicable) of the subject Alteration or Tenant Improvement (not shown on the Initial Space Plan). Landlord may only require the removal of any Alterations and/or initial Tenant improvements not shown on the Initial Space Plan to the extent the same consist of non-typical general office use improvements (the “Non-General Office Improvements”). For purposes of this Paragraph 4(b), the following is a non-exhaustive list of examples of non-typical general office use improvements that Landlord can require Tenant to remove and restore: personal baths and showers, rolling file systems, structural alterations, core drilled holes, server racks, security system, card access system, key pad door hardware, raised floor, heat pump, racking systems, classrooms, internal stairwell, high density filing systems, relocating call buttons, built-in workstations, supplemental HVACs, safe and vault areas, and audio/visual studio/stage. Except as set forth in the proceeding sentences, Tenant shall not be obligated to remove such Alterations at the expiration of this Lease. If at the time of consent to an Alteration and/or Tenant Improvement not shown on the Initial Space Plan, Landlord requires Tenant to remove such Alteration and/or Tenant Improvement not shown on the Initial Space Plan from the Premises, then Tenant, at Tenant’s sole cost and expense, shall do promptly remove such Alteration and/or Tenant Improvement not shown on the initial Space Plan upon the termination of this Lease and Tenant shall repair and restore the Premises to its original condition as of the Commencement Date (or as of delivery with respect to any Tenant Improvements not shown on the Initial Space Plan), reasonable wear and tear and casualty excepted. Any Alterations remaining in the Premises following the expiration of the Lease Term or following the surrender of the Premises from Tenant to Landlord, shall become the property of Landlord. If such Alterations will involve the use of or disturb Hazardous Materials existing in the Premises, Tenant shall comply with Landlord’s reasonable non-discriminatory rules and regulations concerning such Hazardous Materials. Tenant shall provide Landlord with the identities and mailing addresses of all persons performing work or supplying materials, prior to beginning such construction, and Landlord may post on and about the Premises notices of non-responsibility pursuant to applicable law. Tenant shall assure payment for the completion of all work free and clear of liens and shall provide certificates of insurance for worker’s compensation and other coverage in amounts and from an insurance company reasonably satisfactory to Landlord and consistent with the requirements of landlords of Comparable Buildings, protecting Landlord against liability for bodily injury or property damage during construction. Upon completion of any Alterations and upon Landlord’s reasonable request, Tenant shall deliver to Landlord final lien waivers from all such work affecting contractors and subcontractors. Additionally, upon completion of any Alteration, Tenant shall provide Landlord, at Tenant’s expense, with a complete set of plans in reproducible form and specifications reflecting the structural portions actual conditions of the Alterations, together with a copy of such plans on diskette in the AutoCAD format or such other format as may then be in common use for computer assisted design purposes. Tenant shall pay to Landlord, as additional rent, the reasonable third party costs of Landlord’s engineers and other consultants (but not Landlord’s in- house personnel) for any required technical review of all plans, specifications and working drawings for the Alterations, within thirty (30) days after Tenant’s receipt of invoices either from Landlord or such consultants. In addition to such costs, Tenant shall pay to Landlord, within thirty (30) days after completion of any Alterations, the actual, reasonable extra costs incurred by Landlord for services rendered by Landlord’s management personnel and engineers to coordinate and/or supervise any of the Alterations to the extent such services are provided in excess of or after the normal on-site hours of such engineers and management personnel. (c) Tenant shall keep the Premises, the Building and the mechanical Project free from any and electrical systems thereofall liens arising out of any Alterations or Tenant Improvements, and work performed, materials furnished, or obligations incurred by or for Tenant. In the event that Tenant shall not, within ten (v10) business days following notice from Landlord of the imposition of any such lien, cause the same to be released of record by payment or posting of a bond in a reasonable fashion form and issued by a surety reasonably acceptable to minimize noiseLandlord, litter and/or odors resulting therefrom. The work performed Landlord shall have the right, but not the obligation, to cause such lien to be released by Landlord affecting such means as it shall deem proper (including payment of or defense against the structural portions of the Building and the mechanical and electrical systems thereof shall be at reasonable and competitive cost. 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 all of Landlord’s reasonable costs and expenses, with interest thereon at the Default Rate (defined below) and Tenant shall indemnify and defend each and all of third party review the Landlord Indemnitees (defined below) against any damages, losses or costs arising out of any such claim. Tenant’s proposed structural alterations indemnification of Landlord contained in this Paragraph shall survive the expiration or those earlier termination of this Lease. Such rights of Landlord shall be in addition to the mechanical all other remedies provided herein or electrical systemsby law. (ed) Landlord shall have the right at any time to change the arrangement and/or location of entrances or passagewaysNOTICE IS HEREBY GIVEN THAT LANDLORD SHALL NOT BE LIABLE FOR ANY LABOR, doors and doorways and corridorsSERVICES OR MATERIALS FURNISHED OR TO BE FURNISHED TO TENANT, elevatorsOR TO ANYONE HOLDING THE PREMISES THROUGH OR UNDER TENANT, stairsAND THAT NO MECHANICS’ OR OTHER LIENS FOR ANY SUCH LABOR, toilets or other public parts of the Building and to change the name, number or designation by which the Building is commonly known. Landlord shall have the right at any time to change the arrangement and/or location of the parking and common areas of the Development. In exercising its rights pursuant to this Section 8(e), Landlord shall not unreasonably interfere with Tenant’s access to the Premises or its operations thereinSERVICES OR MATERIALS SHALL ATTACH TO OR AFFECT THE INTEREST OF LANDLORD IN THE PREMISES.

Improvements and Alterations. (a) The Premises are delivered to Tenant Landlord’s sole construction obligation under this Lease is set forth in the Work Letter attached hereto as a turn-key build-out inclusive space, and Tenant hereby accepts the Premises in its AS-IS, WHERE-IS condition.Exhibit B. (b) Landlord will cooperate with Any alterations, additions, or improvements made by or on behalf of Tenant in enforcing the warranties of workmanship and materials which Landlord received with respect to construction of the Premises (“Alterations”) shall be subject to the extent that the repair thereof is TenantLandlord’s responsibility hereunder. (i) prior written consent. Tenant shall not make cause, at its sole cost and expense, all Alterations to comply with insurance requirements and with Laws and shall construct, at its sole cost and expense, any alterations, additions alteration or improvements without the prior written consent modification required by Laws as a result of Landlordany Alterations. Any such alterations, additions or improvements (except movable furniture, business equipment and trade fixtures) shall at once become a part of the realty and belong to Landlord. The same All Alterations shall be made by Tenant, constructed at Tenant’s sole cost and expenseexpense and in a good and workmanlike manner by contractors reasonably acceptable to Landlord and only good grades of materials shall be used. Unless directed otherwise All plans and specifications for any Alterations shall be submitted to Landlord for its approval, which approval will not be unreasonably withheld, delayed or conditioned. Landlord may monitor construction of the Alterations. Tenant shall reimburse Landlord for all out-of-pocket sums, if any, paid by Landlord in writing, upon termination for third party examination of this LeaseTenant’s plans and specifications for any Alterations. In addition, Tenant shall upon demand by Landlordbe obligated to pay Landlord a coordination fee equal to five percent (5%) of the actual costs of any of such Alterations, at Tenant’s sole cost and expense, forthwith remove any alterations, additions or improvements. (ii) Notwithstanding which coordination fee shall be paid to Landlord promptly following the provisions completion of Section 8(c)(i) or (d) to the contrary, construction of the Alterations. Landlord’s consent right to review plans and specifications and to monitor construction shall not be required solely for its own benefit, and Landlord shall have no duty to see that such plans and specifications or construction comply with respect applicable laws, codes, rules and regulations. Landlord shall have the right, in its sole discretion, to non-material, nonstructural interior alterations, additions instruct Tenant to remove those improvements or improvements to Alterations from the Premises and Landlord will not unreasonably withhold its consent to any material non-structural interior alterations, additions or improvements to the Premises and/or to any structural alterations, additions or improvements to the Premises, provided notice is first given in writing by Tenant to Landlord and written approval by Landlord is required for any alteration, addition or improvement that would materially affect any mechanical or electrical system. For purposes of this Section 8(c), demising walls, but not interior office walls, are deemed structural. (iii) Landlord acknowledges that Tenant’s furniture, trade fixtures, business equipment and personalty shall not be deemed alterations, additions or improvements which become Landlord’s property pursuant to the terms hereof. (d) Any repairs made pursuant to Section 7(b) hereof or alterations and improvements made pursuant to this Section 8 by Tenant as required and permitted hereunder shall be made and performed (i) as Landlord may designate on a reasonable basis, (ii) in accordance with all applicable rules and regulations of Landlord and governmental authorities having jurisdiction, (iii) in the case of new construction in keeping with plans and specifications theretofore having been were not approved in advance by Landlord, (ivii) using mechanics were not built in conformance with the plans and contractors having been specifications approved by Landlord, or (iii) Landlord which approval specified during its review of plans and specifications for Alterations would need to be removed by Tenant upon the expiration of this Lease. If Landlord approved the construction of Alterations, then Tenant shall not be obligated to remove such Alterations at the expiration of this Lease. Landlord shall not unreasonably withheld; providedwithhold or delay its approval with respect to what improvements or Alterations Landlord may require Tenant to remove at the expiration of the Lease. If upon the termination of this Lease, howeverLandlord requires Tenant to remove any or all of such Alterations from the Premises, that Landlordthen Tenant, at Tenant’s sole cost and expense, shall do promptly remove such Alterations and improvements and Tenant shall repair and restore the Premises to its original condition as of the Commencement Date, reasonable wear and tear excepted. Any Alterations remaining in the Premises following the expiration of the Lease Term or following the surrender of the Premises from Tenant to Landlord, shall become the property of Landlord unless Landlord notifies Tenant otherwise. 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 disposition. Tenant shall provide Landlord with the identities and mailing addresses of all persons performing work or supplying materials, prior to beginning such construction, and Landlord may post on and about the Premises notices of non-responsibility pursuant to applicable law. Tenant shall assure payment for the completion of all work free and clear of liens and shall provide certificates of insurance for worker’s compensation and other coverage in amounts and from an insurance company reasonably satisfactory to Landlord protecting Landlord against liability for bodily injury or property damage during construction. Upon completion of any Alterations and upon Landlord’s reasonable request, Tenant shall deliver to Landlord sworn statements setting forth the names of all contractors and subcontractors who did work on the Alterations and final lien waivers from all such work affecting contractors and subcontractors. (c) Tenant shall keep the structural portions of Premises, the Building and the mechanical Project free from any and electrical systems thereofall liens arising out of any Alterations, and work performed, materials furnished, or obligations incurred by or for Tenant. In the event that Tenant shall not, within ten (v10) days following the imposition of any such lien, cause the same to be released of record by payment or posting of a bond in a reasonable fashion form and issued by a surety acceptable to minimize noiseLandlord, litter and/or odors resulting therefrom. The work performed Landlord shall have the right, but not the obligation, to cause such lien to be released by Landlord affecting such means as it shall deem proper (including payment of or defense against the structural portions of the Building and the mechanical and electrical systems thereof shall be at reasonable and competitive cost. 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 all of Landlord’s reasonable costs and expenses, with interest thereon at the Default Rate (defined below) and Tenant shall indemnify each and all of third party review the Landlord Indemnitees (defined below) against any damages, losses or costs arising out of any such claim. Tenant’s proposed structural alterations indemnification of Landlord contained in this Paragraph shall survive the expiration or those to the mechanical or electrical systems. (e) earlier termination of this Lease. Such rights of Landlord shall have the right at any time be in addition to change the arrangement and/or location of entrances all other remedies provided herein or passageways, doors and doorways and corridors, elevators, stairs, toilets or other public parts of the Building and to change the name, number or designation by which the Building is commonly known. Landlord shall have the right at any time to change the arrangement and/or location of the parking and common areas of the Development. In exercising its rights pursuant to this Section 8(e), Landlord shall not unreasonably interfere with Tenant’s access to the Premises or its operations thereinlaw.

Improvements and Alterations. (a) The Premises are delivered to Tenant as a turn-key build-out inclusive space, and Tenant hereby accepts the Premises in its AS-IS, WHERE-IS condition. (b) Landlord will cooperate with Tenant in enforcing the warranties of workmanship and materials which Landlord received with respect to construction of the Premises installations to the extent that Leased Premises (hereinafter the repair thereof is Tenant’s responsibility "Work"), unless it has obtained Landlord's prior written consent, which will not be unreasonably withheld or delayed. In the event Landlord consents to such Work, then Tenant undertakes to conform to the conditions stipulated hereunder. (i) Tenant shall not make any alterations, additions or improvements without the prior written consent of Landlord. Any such alterations, additions or improvements (except movable furniture, business equipment and trade fixtures) shall at once become a part of the realty and belong to Landlord. The same All Work shall be made by Tenantcarried out with reasonable dispatch and in a good workmanlike manner and in compliance with all applicable permits, at Tenant’s sole cost authorizations, building and expense. Unless directed otherwise by Landlord in writing, upon termination zoning bylaws and with all regulations and requirements of this Lease, Tenant shall upon demand by Landlord, at Tenant’s sole cost and expense, forthwith remove any alterations, additions or improvements.all competent authorities having jurisdiction over the Leased Premises; (ii) Notwithstanding the provisions The Property shall at all times be free of Section 8(c)(i) or (d) to the contraryall pledges, Landlord’s consent shall not be required with respect to non-material, nonstructural interior alterations, additions or improvements to the Premises registered privileges and Landlord will not unreasonably withhold its consent to any material non-structural interior alterations, additions or improvements to the Premises and/or to any structural alterations, additions or improvements to the Premises, provided notice is first given in writing by Tenant to Landlord and written approval by Landlord is required for any alteration, addition or improvement that would materially affect any mechanical or electrical system. For purposes of this Section 8(c), demising walls, but not interior office walls, are deemed structural.other encumbrances; (iii) If the cost of any Work shall be in excess of five thousand dollars ($5,000.00) as reasonably estimated by Landlord, Landlord acknowledges may require Tenant to furnish security reasonably satisfactory to Landlord guaranteeing the completion of the Work, the payment of the cost thereof and that Tenant’s furniturethe Property is free and clear of all pledges, trade fixtures, business equipment registered privileges and personalty shall not be deemed alterations, additions or improvements which become Landlord’s property pursuant to the terms hereof.any other encumbrances; (div) Any repairs made pursuant Tenant shall maintain workmen's compensation insurance covering all persons employed in connection with the Work and shall produce evidence of such insurance to Section 7(b) hereof or alterations Landlord and improvements made pursuant to this Section 8 by Tenant as required and permitted hereunder shall be made and performed (i) as Landlord may designate on a reasonable basis, (ii) in accordance with all applicable rules and regulations also maintain such general liability insurance for the protection of Landlord and governmental authorities having jurisdictionTenant upon the terms Landlord may reasonably require, (iii) in the case of new construction in keeping as well as contractor's protective liability insurance. Tenant shall further comply with plans and specifications theretofore having been approved in advance by Landlord, (iv) using mechanics and contractors having been approved by Landlord which approval shall not be unreasonably withheld; provided, however, that Landlord, at Tenant’s sole cost and expense, shall do all such work affecting the structural portions of the Building and stipulations of the mechanical and electrical systems thereof, and Article entitled "CSST" (Commission de la Sante et de la Securite au Travail du Quebec); (v) The Tenant shall promptly pay for all materials supplied and work done in a reasonable fashion to minimize noise, litter and/or odors resulting therefrom. The work performed by Landlord affecting the structural portions respect of the Building Leased Premises in order to ensure that no privilege is registered against any portion of the Property. If a privilege is registered or filed, the Tenant shall forthwith discharge it at its expense, failing which the Landlord may, at its option, discharge the same by paying the amount claimed to be due into court or directly to any such privilege claimant and the mechanical amount so paid and electrical systems thereof all expenses of the Landlord including any judicial and extrajudicial costs and attorney's fees incurred by the Landlord shall be at reasonable paid by the Tenant to the Landlord within five (5) days after demand. It is agreed and competitive cost. understood that no Work by or on behalf of Tenant shall reimburse Landlord for be permitted which, in Landlord’s 's reasonable costs of third party review of Tenant’s proposed structural alterations judgement, may weaken or those to endanger the mechanical structure or electrical systems. (e) Landlord shall have adversely affect the right at any time to change the arrangement and/or location of entrances condition or passageways, doors and doorways and corridors, elevators, stairs, toilets or other public parts operation of the Building and to change Leased Premises and/or the name, number Property or designation by which diminish the Building is commonly known. Landlord shall have the right at any time to change the arrangement and/or location of the parking and common areas of the Development. In exercising its rights pursuant to this Section 8(e), Landlord shall not unreasonably interfere with Tenant’s access to the Premises value thereof or its operations thereinrestrict or reduce Landlord's coverage for insurance purposes.

Improvements and Alterations. Tenant may not make alterations or improvements (a“Improvements”) The Premises are delivered to Tenant as a turn-key build-out inclusive space, and Tenant hereby accepts the Premises in its AS-IS, WHERE-IS condition. (b) Landlord will cooperate with Tenant in enforcing the warranties of workmanship and materials which Landlord received with respect to construction of the Premises to the extent that the repair thereof is Tenant’s responsibility hereunder. (i) Tenant shall not make any alterationsPremises, additions or improvements except for non-structural Improvements costing less than $15,000.00 per project, without the prior written consent of Landlord, which consent shall not be unreasonably withheld. Any such alterations, additions or improvements (except movable furniture, business equipment and trade fixtures) shall at once become a part of the realty and belong to Landlord. The same Improvements shall be made by Tenant, at Tenant’s sole cost and expense. Unless directed otherwise by Landlord in writing, upon termination of this Lease, Tenant shall upon demand any contractor must first be approved by Landlord, at Tenant’s sole cost and expense, forthwith remove any alterations, additions or improvements. (ii) Notwithstanding the provisions of Section 8(c)(i) or (d) to the contrary, Landlord’s consent shall not be required with respect to non-material, nonstructural interior alterations, additions or improvements to the Premises and Landlord will not unreasonably withhold its consent to any material non-structural interior alterations, additions or improvements to the Premises and/or to any structural alterations, additions or improvements to the Premises, provided notice is first given in writing by Tenant to Landlord and written approval by Landlord is required for any alteration, addition or improvement that would materially affect any mechanical or electrical system. For purposes of this Section 8(c), demising walls, but not interior office walls, are deemed structural. (iii) Landlord acknowledges that Tenant’s furniture, trade fixtures, business equipment and personalty shall not be deemed alterations, additions or improvements which become Landlord’s property pursuant to the terms hereof. (d) Any repairs made pursuant to Section 7(b) hereof or alterations and improvements made pursuant to this Section 8 by Tenant as required and permitted hereunder shall be made and performed (i) as Landlord may designate on a reasonable basis, (ii) in accordance with all applicable rules and regulations of Landlord and governmental authorities having jurisdiction, (iii) in the case of new construction in keeping with plans and specifications theretofore having been approved in advance by Landlord, (iv) using mechanics and contractors having been approved by Landlord which approval shall not be unreasonably withheld; provided. Tenant shall obtain all necessary permits and provide Landlord with copies. Tenant shall promptly repair any damage and perform any necessary cleanup resulting from any Improvements. All Improvements (except trade fixtures, furniture and equipment belonging to Tenant which are removable without causing damage to the Premises) shall be Landlord’s property and shall remain upon the Premises upon the expiration or other termination of this Lease, all without compensation to Tenant. Landlord may elect, however, that Landlordsuch election to be expressed in writing to Tenant at the time Tenant requests L▇▇▇▇▇▇▇’s consent to make a particular Improvement, to require Tenant to remove at Tenant’s sole cost expense such Improvement upon the expiration or other termination of this Lease and expenserestore the Premises to the condition existing before the construction of such Improvement. All Improvements made by Tenant shall comply with all applicable laws, shall do all such work affecting the structural portions of the Building and the mechanical and electrical systems thereofcodes, and (v) in a reasonable fashion ordinances. T▇▇▇▇▇ agrees not to minimize noisecreate, litter and/or odors resulting therefrom. The work performed by Landlord affecting the structural portions of the Building and the mechanical and electrical systems thereof shall be at reasonable and competitive cost. Tenant shall reimburse Landlord for Landlord’s reasonable costs of third party review of Tenant’s proposed structural alterations incur, impose, or those to the mechanical or electrical systems. (e) Landlord shall have the right at permit any time to change the arrangement and/or location of entrances or passageways, doors and doorways and corridors, elevators, stairs, toilets or other public parts of the Building and to change the name, number or designation by which the Building is commonly known. Landlord shall have the right at any time to change the arrangement and/or location of the parking and common areas of the Development. In exercising its rights pursuant to this Section 8(e), Landlord shall not unreasonably interfere with Tenant’s access to lien against the Premises or Landlord by reason of any Improvement and T▇▇▇▇▇ agrees to hold Landlord harmless from and against any such lien claim. At its operations thereinexpense, Tenant shall cause to be discharged, within fifteen (15) days of the filing thereof, any construction lien claim filed against the Premises for work claimed to have been done for, or materials claimed to have been furnished to, or on behalf of Tenant. Tenant may contest any such lien in a manner prescribed by law after posting security for the benefit of Landlord in an amount reasonably determined by Landlord, but in no event not less than 150% of the amount claimed by such lien, or by posting security with a Court of competent jurisdiction in connection with an Order that releases the Premises from the lien.

Improvements and Alterations. (a) The Landlord shall deliver the Premises are delivered to Tenant as a turn-key build-out inclusive spaceTenant, and Tenant hereby accepts agrees to accept the Premises from Landlord in its existing “AS-IS”, “WHERE-IS IS” and “WITH ALL FAULTS” condition., and Landlord shall have no obligation to refurbish or otherwise improve the Premises throughout the Lease Term; provided, however, and notwithstanding the foregoing to the contrary, Landlord’s sole construction obligation under this Lease is set forth in the Work Letter attached hereto as Exhibit B. (b) Any alterations, additions, or improvements made by or on behalf of Tenant to the Premises (“Alterations”) shall be subject to Landlord’s prior written consent. Notwithstanding anything herein to the contrary, Tenant, may, without Landlord’s prior consent, but with prior written notice to Landlord will cooperate and provided that Tenant complies with Tenant in enforcing all Building rules and regulations affecting Alterations, install cosmetic, non-structural Alterations which do not affect the warranties of workmanship and materials which Landlord received with respect to construction HVAC, plumbing or electrical systems of the Premises to Building, which are not visible from the extent that exterior of the repair thereof is Tenant’s responsibility hereunder. (i) Premises, which do not require the issuance of a permit, and which cost $25,000 or less in any calendar year. Tenant shall not make cause, at its sole cost and expense, all Alterations to comply with insurance requirements and with Laws and shall construct, at its sole cost and expense, any alterations, additions alteration or improvements without the prior written consent modification required by Laws as a result of Landlordany Alterations. Any such alterations, additions or improvements (except movable furniture, business equipment and trade fixtures) shall at once become a part of the realty and belong to Landlord. The same All Alterations shall be made by Tenant, constructed at Tenant’s sole cost and expenseexpense and in a good and workmanlike manner by contractors reasonably acceptable to Landlord and only good grades of materials shall be used. Unless directed otherwise All plans and specifications for any Alterations shall be submitted to Landlord for its approval. Landlord may monitor construction of the Alterations. Tenant shall reimburse Landlord for all out-of-pocket sums, if any, paid by Landlord in writing, upon termination for third party examination of this LeaseTenant’s plans and specifications for any Alterations. In addition, Tenant shall be obligated to pay Landlord a coordination fee equal to four percent (4%) of the actual costs of any of such Alterations, which coordination fee shall be paid to Landlord promptly following the completion of the construction of the Alterations. Landlord’s right to review plans and specifications and to monitor construction shall be solely for its own benefit, and Landlord shall have no duty to see that such plans and specifications or construction comply with applicable laws, codes, rules and regulations. Without limiting the other grounds upon demand which Landlord may refuse to approve any contractor or subcontractor, Landlord may take into account the desirability of maintaining harmonious labor relations at the Project. Landlord may also require that all life safety related work and all mechanical, electrical, plumbing and roof related work be performed by contractors designated by Landlord. Landlord shall have the right, at Tenant’s in its sole cost and expensediscretion, forthwith to instruct Tenant to remove any alterations, additions those improvements or improvements. (ii) Notwithstanding the provisions of Section 8(c)(i) or (d) to the contrary, Landlord’s consent shall not be required with respect to non-material, nonstructural interior alterations, additions or improvements to Alterations from the Premises and Landlord will not unreasonably withhold its consent to any material non-structural interior alterations, additions or improvements to the Premises and/or to any structural alterations, additions or improvements to the Premises, provided notice is first given in writing by Tenant to Landlord and written approval by Landlord is required for any alteration, addition or improvement that would materially affect any mechanical or electrical system. For purposes of this Section 8(c), demising walls, but not interior office walls, are deemed structural. (iii) Landlord acknowledges that Tenant’s furniture, trade fixtures, business equipment and personalty shall not be deemed alterations, additions or improvements which become Landlord’s property pursuant to the terms hereof. (d) Any repairs made pursuant to Section 7(b) hereof or alterations and improvements made pursuant to this Section 8 by Tenant as required and permitted hereunder shall be made and performed (i) as Landlord may designate on a reasonable basis, (ii) in accordance with all applicable rules and regulations of Landlord and governmental authorities having jurisdiction, (iii) in the case of new construction in keeping with plans and specifications theretofore having been were not approved in advance by Landlord, (ivii) using mechanics were not built in conformance with the plans and contractors having been specifications approved by Landlord, or (iii) Landlord which approval specified during its review of plans and specifications for Alterations would need to be removed by Tenant upon the expiration of this Lease. Except as set forth in the preceding sentence, Tenant shall not be obligated to remove such Alterations at the expiration of this Lease. Landlord shall not unreasonably withheld; providedwithhold or delay its approval with respect to what improvements or Alterations Landlord may require Tenant to remove at the expiration of the Lease. If, howeverupon the termination of this Lease, that LandlordLandlord requires Tenant to remove any or all of such Alterations from the Premises, then Tenant, at Tenant’s sole cost and expense, shall do promptly remove such Alterations and improvements and Tenant shall repair and restore the Premises to its original condition as of the Commencement Date, reasonable wear and tear excepted. Any Alterations remaining in the Premises following the expiration of the Lease Term or following the surrender of the Premises from Tenant to Landlord, shall become the property of Landlord unless Landlord notifies Tenant otherwise. Tenant shall provide Landlord with the identities and mailing addresses of all persons performing work or supplying materials, prior to beginning such construction, and Landlord may post on and about the Premises and record any notices of non-responsibility pursuant to applicable law. Tenant shall assure payment for the completion of all work free and clear of liens and shall provide certificates of insurance for worker’s compensation and other coverage in amounts and from an insurance company reasonably satisfactory to Landlord protecting Landlord against liability for bodily injury or property damage during construction. Upon completion of any Alterations and upon Landlord’s reasonable request, Tenant shall deliver to Landlord sworn statements setting forth the names of all contractors and subcontractors who did work on the Alterations and final lien waivers from all such work affecting contractors and subcontractors. Tenant shall pay to Landlord, as additional rent, the structural portions reasonable costs of Landlord’s engineers and other consultants (but not Landlord’s on-site management personnel) for review of all plans, specifications and working drawings for the Alterations and for the incorporation of such Alterations in the Landlord’s master Building drawings, within ten (10) business days after Tenant’s receipt of invoices either from Landlord or such consultants together with (in any event) an administrative charge of ten percent (10%) of the actual costs of such work. In addition to such costs, Tenant shall pay to Landlord, within ten (10) business days after completion of any Alterations, the actual, reasonable costs incurred by Landlord for services rendered by Landlord’s management personnel and engineers to coordinate and/or supervise any of the Alterations to the extent such services are provided in excess of or after the normal on-site hours of such engineers and management personnel. (c) Tenant shall keep the Premises, the Building and the mechanical Project free from any and electrical systems thereofall liens arising out of any Alterations, and work performed, materials furnished, or obligations incurred by or for Tenant. In the event that Tenant shall not, within ten (v10) days following the imposition of any such lien, cause the same to be released of record by payment or posting of a bond in a reasonable fashion form and issued by a surety acceptable to minimize noiseLandlord, litter and/or odors resulting therefrom. The work performed Landlord shall have the right, but not the obligation, to cause such lien to be released by Landlord affecting such means as it shall deem proper (including payment of or defense against the structural portions of the Building and the mechanical and electrical systems thereof shall be at reasonable and competitive cost. 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 all of Landlord’s reasonable costs and expenses, with interest thereon at the Default Rate (defined below) and Tenant shall indemnify and defend each and all of third party review the Landlord Indemnitees (defined below) against any damages, losses or costs arising out of any such claim. Tenant’s proposed structural alterations indemnification of Landlord contained in this Paragraph shall survive the expiration or those earlier termination of this Lease. Such rights of Landlord shall be in addition to the mechanical all other remedies provided herein or electrical systemsby law. (ed) Landlord shall have the right at any time to change the arrangement and/or location of entrances or passagewaysNOTICE IS HEREBY GIVEN THAT LANDLORD SHALL NOT BE LIABLE FOR ANY LABOR, doors and doorways and corridorsSERVICES OR MATERIALS FURNISHED OR TO BE FURNISHED TO TENANT, elevatorsOR TO ANYONE HOLDING THE PREMISES THROUGH OR UNDER TENANT, stairsAND THAT NO MECHANICS’ OR OTHER LIENS FOR ANY SUCH LABOR, toilets or other public parts of the Building and to change the name, number or designation by which the Building is commonly known. Landlord shall have the right at any time to change the arrangement and/or location of the parking and common areas of the Development. In exercising its rights pursuant to this Section 8(e), Landlord shall not unreasonably interfere with Tenant’s access to the Premises or its operations thereinSERVICES OR MATERIALS SHALL ATTACH TO OR AFFECT THE INTEREST OF LANDLORD IN THE PREMISES.

Improvements and Alterations. (a) The Premises are delivered A. Except as otherwise provided in Article 8 of this Lease, CAC shall not make any alterations to Tenant as the building and improvements on the Premises. Approval of the repairs or replacements described in Article 8 may be conditioned upon the receipt by CITY of a turn-key build-out inclusive space, set of plans and Tenant hereby accepts specifications for the Premises in its AS-IS, WHERE-IS condition. (b) Landlord will cooperate with Tenant in enforcing alterations no later than 30 days prior to the warranties of workmanship and materials which Landlord received with respect to scheduled construction of the alterations. CAC will indemnify, defend and hold harmless CITY for all liens, claims, or damages caused by remodeling, improvements, additions, alterations, and major repairs. CITY agrees, when requested by CAC, to execute and deliver any applications, consents, or other instruments required to permit CAC to do this work or to obtain permits for the work; provided, that CITY retains all rights in its governmental capacity to review and approve or deny or conditionally approve such permits. B. All alterations and improvements made to the Premises shall become the property of CITY and shall remain on and be surrendered with the Premises at the expiration or sooner termination of this Lease, including any renewals or extensions. C. At least 10 days before any construction commences or materials are delivered for any repairs, replacements, alterations or improvements CAC is making to the Premises, CAC shall give written notice to CITY as to when the construction is to commence or the materials are to be delivered. CITY shall then have the right to protect CITY and CITY’s interest in making the repairs, replacements, alterations or improvements; provided, that it shall be CAC’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 Premises at the request of CAC. D. CAC will not at any time permit any mechanics’, laborers', or material men’s liens to stand against the Premises for any labor or material furnished to CAC or claimed to have been furnished to CAC or CAC’s agents, contractors, or sub-contractors, 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 CAC; provided, that CAC shall have the right to contest the validity or amount of any lien or claimed lien, upon giving to CITY a letter executed by CAC assuring the lien or claimed lien will be paid, when and to the extent that the repair thereof lien is Tenantfinally determined to be valid and owing. CAC’s responsibility hereunder. (i) Tenant right, however, to contest any lien shall not make any alterations, additions or improvements without extend beyond the prior written consent of Landlord. Any such alterations, additions or improvements (except movable furniture, business equipment and trade fixtures) shall at once become a part of the realty and belong to Landlord. The same shall be made by Tenant, at Tenant’s sole cost and expense. Unless directed otherwise by Landlord in writing, upon termination of this Lease, Tenant shall upon demand by Landlord, at Tenant’s sole cost and expense, forthwith remove any alterations, additions or improvements. (ii) Notwithstanding the provisions of Section 8(c)(i) or (d) to the contrary, Landlord’s consent shall not be required with respect to non-material, nonstructural interior alterations, additions or improvements point where CITY's title to the Premises and Landlord could be lost. On final determination of the lien or claim of lien, CAC will not unreasonably withhold its consent to immediately pay any material non-structural interior alterationsfinal judgment rendered, additions or improvements to the Premises and/or to any structural alterations, additions or improvements to the Premises, provided notice is first given in writing by Tenant to Landlord and written approval by Landlord is required for any alteration, addition or improvement that would materially affect any mechanical or electrical system. For purposes of this Section 8(c), demising walls, but not interior office walls, are deemed structural. (iii) Landlord acknowledges that Tenant’s furniture, trade fixtures, business equipment and personalty shall not be deemed alterations, additions or improvements which become Landlord’s property pursuant to the terms hereof. (d) Any repairs made pursuant to Section 7(b) hereof or alterations and improvements made pursuant to this Section 8 by Tenant as required and permitted hereunder shall be made and performed (i) as Landlord may designate on a reasonable basis, (ii) in accordance with all applicable rules property costs and regulations of Landlord and governmental authorities having jurisdiction, (iii) in the case of new construction in keeping with plans and specifications theretofore having been approved in advance by Landlord, (iv) using mechanics and contractors having been approved by Landlord which approval shall not be unreasonably withheld; provided, however, that Landlord, at Tenant’s sole cost and expense, shall do all such work affecting the structural portions of the Building and the mechanical and electrical systems thereofcharges, and (v) in a reasonable fashion to minimize noise, litter and/or odors resulting therefrom. The work performed by Landlord affecting the structural portions of the Building and the mechanical and electrical systems thereof shall be at reasonable and competitive cost. Tenant shall reimburse Landlord for Landlord’s reasonable costs of third party review of Tenant’s proposed structural alterations or those to the mechanical or electrical systems. (e) Landlord shall have the right lien released or judgment satisfied at CAC’s own expense. If CAC fails to pay the judgment promptly or otherwise fails to prevent any time to change the arrangement and/or location of entrances sale, foreclosure, or passageways, doors and doorways and corridors, elevators, stairs, toilets or other public parts forfeiture of the Building and to change the namePremises because of a lien, number or designation by which the Building is commonly known. Landlord then CITY shall have the right at any time right, upon five-days’ written notice to change CAC, to pay or prevent that action, and the arrangement and/or location of the parking amount paid by CITY shall be immediately due and common areas of the Development. In exercising its rights pursuant payable to this Section 8(e), Landlord shall not unreasonably interfere with Tenant’s access to the Premises or its operations thereinCITY.

Improvements and Alterations. (a) The Premises are delivered 7.1 Initial improvements to Tenant as a turn-key build-out inclusive space, and Tenant hereby accepts the Premises (including, without limitation, the ATM) shall be governed by the provisions of Exhibit “C” attached hereto and hereby made a part hereof (the “Work Agreement”) and the other provisions of this Lease not in its AS-IS, WHERE-IS conditionconflict therewith. (b) Landlord will cooperate with Tenant in enforcing the warranties of workmanship and materials which Landlord received with respect to construction 7.2 After completion of the Premises initial improvements to the extent that the repair thereof is Tenant’s responsibility hereunder. (i) Premises referred to in Section 7.1 above, Tenant shall not, without the prior written consent of Landlord, not to be unreasonably withheld, make or permit to be made any alterations, additions or improvements in, on or to the Premises or the Project or any part thereof, except for interior, nonstructural alterations to the Premises not exceeding Ten Thousand Dollars ($10,000) in cumulative costs per job (inclusive of all costs for work being performed by various contractors at or about the same time). Notwithstanding any contrary provision herein, Tenant shall not, in any event, make any alterations, additions or improvements without which affect structural portions, mechanical, electrical, plumbing or fire sprinkler systems of the prior written consent Building or which are visible from the exterior of Landlordthe Premises or which interfere with or disrupt other tenants in the Building or with any work then being carried out therein by Landlord or its contractors. Any such alterations, additions or improvements (except movable furniture, business equipment and trade fixtures) shall at once become a part of the realty and belong to Landlord. The same desired by Tenant shall be made by Tenant, at Tenant’s sole cost and expenseexpense in compliance with Section 9 below and in accordance with plans and specifications, and pursuant to governmental permits, reasonably approved in advance by Landlord. Unless directed otherwise Any contractor selected by Tenant to make same must be bondable and licensed and be reasonably approved in advance by Landlord in writingand must provide insurance coverage acceptable to Landlord. Such work shall be performed by union labor if required by applicable laws. At Landlord’s option, upon termination of this Leaseany alterations, additions or improvements desired by Tenant which Landlord has consented to shall be made by Landlord (or its contractors) for Tenant’s account, and Tenant shall upon demand pay the cost thereof to Landlord prior to Landlord’s contracting for such work; provided, however, that the bid obtained by Landlord shall not exceed the lowest bona fide bid, from a contractor reasonably satisfactory to Landlord, at Tenant’s sole cost theretofore obtained by Tenant and expense, forthwith remove communicated to Landlord. Upon completion of any alterations, additions or improvements. , Tenant shall furnish to Landlord a set of “as built” plans and specifications therefor, and, within ten (ii10) Notwithstanding the provisions days after such completion, Tenant shall cause an appropriate notice of Section 8(c)(i) completion to be duly recorded. Tenant shall cause all such alterations, additions and improvements to be completed in a good, workmanlike, diligent, prompt and expeditious manner in compliance with all applicable laws. Landlord’s approval of Tenant’s plans and specifications shall not constitute a representation or (d) warranty of Landlord as to the contraryadequacy thereof or compliance thereof with applicable laws. Tenant shall pay to Landlord, in addition to reasonable out-of-pocket costs incurred by Landlord, a fee equal to the greater of $250 or ten percent (10%) of the total cost of the subject work for reviewing Tenant’s plans and specifications and Landlord’s coordination, scheduling and review of the subject work, regardless of whether Landlord or Tenant contracts for such work, and supervision and coordination by Landlord of Tenant’s contractors, not to exceed $2,500 per week while work being performed is supervised by Landlord; provided, that such supervision fee shall be waived if Tenant uses Landlord’s then designated general contractor(s). Tenant shall not be obligated to use union labor (other than Air-Tec, Landlord’s consent shall not be required with respect to non-material, nonstructural interior alterations, additions or improvements to the Premises and Landlord will not unreasonably withhold its consent to any material non-structural interior alterations, additions or improvements to the Premises and/or to any structural alterations, additions or improvements to the Premises, provided notice is first given in writing by Tenant to Landlord and written approval by Landlord is required HVAC contractor) for any alteration, addition or improvement that would materially affect any mechanical or electrical system. For purposes of this Section 8(c), demising walls, but not interior office walls, are deemed structuralalterations costing less than $1,000,000.00. (iii) Landlord acknowledges that Tenant’s furniture, trade fixtures, business equipment and personalty shall not be deemed alterations, additions or improvements which become Landlord’s property pursuant to the terms hereof. (d) Any repairs made pursuant to Section 7(b) hereof or alterations and improvements made pursuant to this Section 8 by Tenant as required and permitted hereunder shall be made and performed (i) as Landlord may designate on a reasonable basis, (ii) in accordance with all applicable rules and regulations of Landlord and governmental authorities having jurisdiction, (iii) in the case of new construction in keeping with plans and specifications theretofore having been approved in advance by Landlord, (iv) using mechanics and contractors having been approved by Landlord which approval shall not be unreasonably withheld; provided, however, that Landlord, at Tenant’s sole cost and expense, shall do all such work affecting the structural portions of the Building and the mechanical and electrical systems thereof, and (v) in a reasonable fashion to minimize noise, litter and/or odors resulting therefrom. The work performed by Landlord affecting the structural portions of the Building and the mechanical and electrical systems thereof shall be at reasonable and competitive cost. Tenant shall reimburse Landlord for Landlord’s reasonable costs of third party review of Tenant’s proposed structural alterations or those to the mechanical or electrical systems. (e) Landlord shall have the right at any time to change the arrangement and/or location of entrances or passageways, doors and doorways and corridors, elevators, stairs, toilets or other public parts of the Building and to change the name, number or designation by which the Building is commonly known. Landlord shall have the right at any time to change the arrangement and/or location of the parking and common areas of the Development. In exercising its rights pursuant to this Section 8(e), Landlord shall not unreasonably interfere with Tenant’s access to the Premises or its operations therein.

Improvements and Alterations. (a) The Premises are delivered to Tenant as a turn-key build-out inclusive spaceWithout the prior written consent of Landlord, and Tenant hereby accepts the Premises in its AS-IS, WHERE-IS condition. (b) Landlord will cooperate with Tenant in enforcing the warranties of workmanship and materials which Landlord received with respect to construction of the Premises to the extent that the repair thereof is Tenant’s responsibility hereunder. (i) Tenant shall not make or permit to be made any alterations, additions or improvements without in, on or to the Premises or the Project or any part thereof. Tenant shall provide Landlord with at least ten (10) days prior written consent notice of commencement of alterations, additions or improvements so that Landlord can post notices of nonresponsibility. Notwithstanding any contrary provisions herein, Tenant shall not, in any event, make any alterations, additional or improvements which affect structural portions of the Building or Building systems or which are visible from the exterior of the Premises or which interfere with or disrupt other tenants in the Building or with any work then being carried out therein by Landlord or its contractors. Any alterations, additions or improvements desired by Tenant shall be made at Tenant's sole cost and expense in compliance with Section 10 below and in accordance with plans and specifications, and pursuant to governmental permits, approved in advance by Landlord. Any contractor selected by Tenant to make same must be bondable and licensed and be approved in advance by Landlord and must provide insurance coverage acceptable to Landlord (including, without limitation, a lien-free completion bond). At Landlord's option, any alterations, additions or improvements desired by Tenant shall be made by Landlord (or its contractors) for Tenant's account, and Tenant shall pay the cost thereof to Landlord prior to Landlord's contracting for such work; provided, however, that the bid obtained by Landlord shall not exceed the lowest bona fide bid, from a contractor reasonably satisfactory to Landlord, theretofore obtained by Tenant and communicated to Landlord. Upon completion of any alterations, additions or improvements, Tenant shall furnish to Landlord a set of "as built" plans and specifications therefor, and, within ten (10) days after completion, Tenant shall cause an appropriate notice of completion to be recorded in the Official Records of Orange County, California. Tenant shall cause all such alterations, additions or improvements to be completed in good, workmanlike, diligent, prompt and expeditious manner in compliance with all applicable laws. Landlord's approval of Tenant's plans and specifications shall not constitute a representation or warranty of Landlord as to the adequacy thereof or compliance thereof with applicable laws. With respect to any alterations, conditions and/or improvements the cost of which exceeds Fifty Thousand Dollars (except movable furniture, business equipment and trade fixtures$50,000) shall at once become a part of in the realty and belong to Landlord. The same shall be made by Tenant, at Tenant’s sole cost and expense. Unless directed otherwise by Landlord in writing, upon termination of this Leaseaggregate, Tenant shall upon demand by Landlord, at Tenant’s sole cost and expense, forthwith remove any alterations, additions or improvements. (ii) Notwithstanding the provisions of Section 8(c)(i) or (d) to the contrary, Landlord’s consent shall not be required with respect to non-material, nonstructural interior alterations, additions or improvements to the Premises and Landlord will not unreasonably withhold its consent to any material non-structural interior alterations, additions or improvements to the Premises and/or to any structural alterations, additions or improvements to the Premises, provided notice is first given in writing by Tenant pay to Landlord and written approval by Landlord is required a fee equal to five percent (5%) of the total cost of the subject work in excess of Fifty Thousand Dollars ($50,000) for any alteration, addition or improvement that would materially affect any mechanical or electrical system. For purposes of this Section 8(c), demising walls, but not interior office walls, are deemed structural. (iii) Landlord acknowledges that reviewing Tenant’s furniture, trade fixtures, business equipment and personalty shall not be deemed alterations, additions or improvements which become Landlord’s property pursuant to the terms hereof. (d) Any repairs made pursuant to Section 7(b) hereof or alterations and improvements made pursuant to this Section 8 by Tenant as required and permitted hereunder shall be made and performed (i) as Landlord may designate on a reasonable basis, (ii) in accordance with all applicable rules and regulations of Landlord and governmental authorities having jurisdiction, (iii) in the case of new construction in keeping with 's plans and specifications theretofore having been approved in advance by and Landlord's coordination, (iv) using mechanics scheduling and contractors having been approved by Landlord which approval shall not be unreasonably withheld; provided, however, that Landlord, at Tenant’s sole cost and expense, shall do all such work affecting the structural portions review of the Building and the mechanical and electrical systems thereofsubject work, and (v) in a reasonable fashion to minimize noise, litter and/or odors resulting therefrom. The work performed by regardless of whether Landlord affecting the structural portions of the Building and the mechanical and electrical systems thereof shall be at reasonable and competitive cost. or Tenant shall reimburse Landlord contracts for Landlord’s reasonable costs of third party review of Tenant’s proposed structural alterations or those to the mechanical or electrical systemssuch work. (e) Landlord shall have the right at any time to change the arrangement and/or location of entrances or passageways, doors and doorways and corridors, elevators, stairs, toilets or other public parts of the Building and to change the name, number or designation by which the Building is commonly known. Landlord shall have the right at any time to change the arrangement and/or location of the parking and common areas of the Development. In exercising its rights pursuant to this Section 8(e), Landlord shall not unreasonably interfere with Tenant’s access to the Premises or its operations therein.

Improvements and Alterations. (a) The Premises are delivered to Tenant as a turn-key build-out inclusive space, and Tenant hereby accepts the Premises in its AS-IS, WHERE-IS condition. (b) Landlord will cooperate with Tenant in enforcing the warranties of workmanship and materials which Landlord received with respect to construction of the Premises to the extent that the repair thereof is Tenant’s responsibility hereunder. (i) Tenant Subtenant shall not make any alterations, additions or improvements to the Subleased Premises (“Alterations”) without the prior written consent of Landlord. Any such alterations, additions or improvements (except movable furniture, business equipment and trade fixtures) shall at once become a part approval of the realty and belong to Landlord. The same shall be made by Tenant, at Tenant’s sole cost and expense. Unless directed otherwise by Landlord in writing, upon termination of this Lease, Tenant shall upon demand by Landlord, at Tenant’s sole cost and expense, forthwith remove any alterations, additions or improvements. (ii) Notwithstanding the provisions of Section 8(c)(i) or (d) to the contrary, Landlord’s consent shall not be required with respect to non-material, nonstructural interior alterations, additions or improvements to the Premises and Landlord will not unreasonably withhold its consent to any material non-structural interior alterations, additions or improvements to the Premises and/or to any structural alterations, additions or improvements to the Premises, provided notice is first given in writing by Tenant to Landlord and written approval by Landlord is required for any alteration, addition or improvement that would materially affect any mechanical or electrical system. For purposes of this Section 8(c), demising walls, but not interior office walls, are deemed structural. (iii) Landlord acknowledges that Tenant’s furniture, trade fixtures, business equipment and personalty shall not be deemed alterations, additions or improvements which become Landlord’s property pursuant to the terms hereof. (d) Any repairs made pursuant to Section 7(b) hereof or alterations and improvements made pursuant to this Section 8 by Tenant as required and permitted hereunder shall be made and performed (i) as Landlord may designate on a reasonable basis, (ii) in accordance with all applicable rules and regulations of Landlord and governmental authorities having jurisdiction, (iii) in the case of new construction in keeping with plans and specifications theretofore having been approved in advance therefor by Landlord(a) Sublandlord, (iv) using mechanics and contractors having been approved by Landlord which approval consent shall not be unreasonably withheld; provided, howeverconditioned or delayed provided that (1) no Subtenant Default exists, that Landlord, at Tenant’s sole cost (2) the Alterations in question comply with the terms and expense, shall do all such work affecting the structural portions conditions of the Building Prime Lease and (3) the mechanical and electrical systems thereofAlterations in question would not be required to be removed at the expiration or termination of this Sublease (unless Subtenant agrees to remove any such Alterations at its expense as a condition of Sublandlord’s consent), and (vb) in Landlord if Landlord’s consent is required under the Prime Lease. In addition to any other reasonable basis upon which Sublandlord may deny, withhold or condition consent to any proposed Alterations, Subtenant agrees that any denial, withholding or conditioning of consent by Landlord shall be deemed a reasonable fashion basis upon which Sublandlord may deny, withhold or condition its consent to minimize noisethe proposed Alterations. Sublandlord agrees to submit to Landlord any request for Landlord consent and approval of plans and specifications and to reasonably cooperate with Subtenant, litter and/or odors resulting therefromat no cost to Sublandlord, in obtaining any such consent from Landlord. The work performed by Landlord affecting Any Alterations to the structural portions Subleased Premises shall be undertaken in accordance with Section 4 of the Building Prime Lease. Sublandlord may require any noisy or disruptive work, or work that emits offensive odors, that Subtenant intends to perform be performed outside of the Business Hours set forth in Exhibit C of the Prime Lease. Subtenant shall indemnify, defend and hold harmless Sublandlord for any claims of Landlord or any third parties (including, without limitation, lien claims) arising out of any Alterations made by or by third parties on behalf of Subtenant (or its permitted sub-subtenants or assignees). Any costs or expenses required to be paid pursuant to the mechanical Prime Lease relating to any request for consent from Landlord in connection with any such Alterations (including, without limitation, costs and electrical systems thereof expenses relating to Landlord’s review of space plans and working drawings) or otherwise relating to such Alterations (including, without limitation, any administrative fee or construction management fee required to be paid pursuant to the Prime Lease and any additional real estate taxes resulting from such Alterations) shall be at reasonable and competitive costpaid by Subtenant within the time period set forth in the Prime Lease for payment of such costs or expenses. Tenant In addition, Subtenant shall reimburse Landlord Sublandlord within EMF_US 83351163v7 thirty (30) days after written demand by Sublandlord for all actual reasonable out-of-pocket costs incurred by Sublandlord in connection with reviewing any space plans and working drawings, in obtaining Landlord’s reasonable costs of third party review of Tenant’s proposed structural alterations and consent to such Alterations, or those otherwise in any way related to the mechanical or electrical systemssuch Alterations. (e) Landlord shall have the right at any time to change the arrangement and/or location of entrances or passageways, doors and doorways and corridors, elevators, stairs, toilets or other public parts of the Building and to change the name, number or designation by which the Building is commonly known. Landlord shall have the right at any time to change the arrangement and/or location of the parking and common areas of the Development. In exercising its rights pursuant to this Section 8(e), Landlord shall not unreasonably interfere with Tenant’s access to the Premises or its operations therein.

Improvements and Alterations. 9.1.1 Tenant, its employees, agents, licensees, or contractors shall not make or install any alterations, improvements, additions, or fixtures (acollectively, “Improvements”) The Premises are delivered to Tenant as a turn-key build-out inclusive space, and Tenant hereby accepts that affect the Premises in its AS-IS, WHERE-IS condition. (b) Landlord will cooperate with Tenant in enforcing the warranties of workmanship and materials which Landlord received with respect to construction exterior or interior of the Premises to or any structural, mechanical, or electrical component of the extent that the repair thereof is TenantPremises, or ▇▇▇▇, paint, drill, or in any way deface any floors, walls, ceilings, partitions, or any wood, stone, or iron work, without Landlord’s responsibility hereunder. (i) consent, which shall not be unreasonably withheld, conditioned or delayed. Tenant shall not make any alterationsemploy all reasonably necessary design professionals, additions or improvements without the prior written consent of Landlord. Any such alterations, additions or improvements (except movable furniture, business equipment “Architects” and/or “Engineers”) and trade fixturesresponsible licensed California contractor(s) shall at once become a part of the realty and belong (“Contractor”) (subject to Landlord. The same shall ’s commercially reasonably approval which may be made by Tenantnonunion), at Tenant’s sole cost to construct its Tenant Improvements, subject to applicable code requirements and expense. Unless directed otherwise by Landlord in writing, upon termination of this Lease, Tenant shall upon demand by Landlord, at Tenant’s sole cost local regulations and expense, forthwith remove any alterations, additions or improvements. (ii) Notwithstanding the provisions of Section 8(c)(i) or (d) subject to the contrary, Landlord’s consent which shall not be unreasonably withheld, conditioned, or delayed except that no such consent shall be required with respect for Tenant to conduct minor, non-materialstructural Improvements costing not more than $10,000. Landlord shall have the right to review and approve, nonstructural interior alterationswhich shall not be unreasonably withheld, additions conditioned, or delayed, all improvements made to the Premises as part of any Tenant Improvements, including being provided at no cost with proposed and Landlord will not unreasonably withhold its consent to any material nonfinal as-structural interior alterationsbuilt detailed plans, additions or improvements to the Premises and/or to any structural alterations, additions or improvements to the Premises, provided notice is first given in writing by Tenant to Landlord and written approval by Landlord is required for any alteration, addition or improvement that would materially affect any mechanical or electrical system. For purposes of this Section 8(c), demising walls, but not interior office walls, are deemed structural. (iii) Landlord acknowledges that Tenant’s furniture, trade fixtures, business equipment and personalty shall not be deemed alterations, additions or improvements which become Landlord’s property pursuant to the terms hereof. (d) Any repairs made pursuant to Section 7(b) hereof or alterations and improvements made pursuant to this Section 8 by Tenant as required and permitted hereunder shall be made and performed (i) as Landlord may designate on a reasonable basis, (ii) in accordance with all applicable rules and regulations of Landlord and governmental authorities having jurisdiction, (iii) in the case of new construction in keeping with plans and specifications theretofore having been approved in advance by Landlord, (iv) using mechanics and contractors having been approved by Landlord which approval shall not be unreasonably withheld, conditioned, or delayed. Before commencing any work on the Premises and/or in or on the Building, Tenant’s contractor shall obtain construction liability insurance in a form and policy amount reasonably acceptable to Landlord and shall name Landlord as an additional insured on each applicable policy of insurance. All subcontractors retained by Tenant’s contractor shall obtain construction liability insurance naming Landlord as additional insured on each applicable policy of insurance. All subcontractors retained by Tenant’s contractor shall obtain worker’s compensation insurance consistent with the type and form of insurance required to be procured by Tenant as provided in Section 10. Additionally, at the conclusion of all Improvements made to the Premises, Tenant shall cause its Architect and Contractor to update all working drawings as necessary to reflect all changes made to the working drawings during the course of construction of Tenant’s Improvements, to certify to the best of their knowledge that the “record-set” of drawings are true and correct, which certification shall survive the expiration or termination of this Lease, and to deliver to Landlord one (1) set of CAD “record-set” drawings within 90 days following issuance of a certificate of occupancy for the Premises, and (b) Tenant shall deliver to Landlord a copy of all warranties, guaranties, and operating manuals and information relating to the improvements. 9.1.2 All Improvements to the Premises will be at Tenant’s option (subject to Landlord’s consent as provided in this Section 9.1.1) and at Tenant’s sole cost other than Landlord’s Work described in the Special Lease Terms and as provided in Sections 9.3 and 9.4 below. Tenant will indemnify and defend Landlord for all liens, claims, or damages caused by such Improvements by Tenant, but not in connection with any of Landlord’s Work. Tenant will and hereby agrees to indemnify, defend (with counsel reasonably acceptable to Landlord), and hold harmless Landlord Indemnified Parties (as defined in Section 20.1 below) from and against all liabilities, damages, claims, losses, penalties, judgments, charges, and expenses (including reasonable attorneys’ fees, costs of court, and expenses necessary in the prosecution or defense of any litigation including the enforcement of this provision) arising from or in any way related to, directly or indirectly, (a) any act of negligence or failure of Tenant to comply with the terms of this Section of the Lease; providedand (b) any lien, howeverclaim, or damage caused by the Tenant Improvements, except as due to the gross negligence or willful misconduct of Landlord or its representatives. The parties agree that the obligations of this Section of the Lease shall survive the expiration or earlier termination of the Lease. 9.1.3 Tenant shall give Landlord not less than ten (10) days’ advanced written notice of the date of commencement of any construction work on the Premises so that Landlord can post notices of nonresponsibility. 9.1.4 Any and all Improvements effected by Tenant shall be constructed, installed or performed in a professional workmanlike manner, by licensed contractors retained by Tenant, in compliance with all applicable statutes, codes, rules and regulations, and Tenant or Tenant’s contractors shall obtain all permits and approvals of government agencies required by applicable laws in connection therewith. 9.1.5 All Improvements (except Tenant’s trade fixtures, furniture, personalty and equipment) that may be made or installed upon Premises by either Landlord or Tenant and that in any manner are attached to the floors, walls, or ceilings, shall be the property of Landlord, and, at the termination of this Lease, shall remain upon and be surrendered with the Premises as a part of the Premises, without disturbance or injury unless Landlord, by written notice provided to Tenant at the time Landlord approves of such Improvements (which notice Landlord shall be obligated to provide at such time), requires same to be removed or returned to their original condition prior to the Improvements (reasonable wear and tear excepted and damage due to casualty for which Landlord is responsible excepted). Tenant shall repair any damage to the Premises occasioned by the removal of its trade fixtures. If Landlord notifies Tenant at the time that it gives its consent to any Improvements requested by Tenant that Tenant must remove such Improvements or restore the Premises to its original condition at the end of the Term (reasonable wear and tear excepted and damage due to casualty for which Landlord is responsible excepted), Tenant shall remove and/or restore the same, at Tenant’s expense, upon the termination of this Lease, and Tenant shall, forthwith and with all due diligence at Tenant’s sole cost and expenseexpense remove such Improvements, shall do all such work affecting restore the structural portions of the Building Premises to their original condition (reasonable wear and the mechanical tear excepted and electrical systems thereofdamage due to casualty for which Landlord is responsible excepted), and (v) in a reasonable fashion to minimize noise, litter and/or odors resulting therefrom. The work performed by Landlord affecting the structural portions of the Building and the mechanical and electrical systems thereof shall be at reasonable and competitive cost. Tenant shall reimburse Landlord for Landlord’s reasonable costs of third party review of Tenant’s proposed structural alterations or those to the mechanical or electrical systems. (e) Landlord shall have the right at repair any time to change the arrangement and/or location of entrances or passageways, doors and doorways and corridors, elevators, stairs, toilets or other public parts of the Building and to change the name, number or designation by which the Building is commonly known. Landlord shall have the right at any time to change the arrangement and/or location of the parking and common areas of the Development. In exercising its rights pursuant to this Section 8(e), Landlord shall not unreasonably interfere with Tenant’s access damage to the Premises or its operations thereinBuilding caused by such removal or restoration. Notwithstanding anything to the contrary specified herein and for the avoidance of doubt, Tenant shall not be responsible for or obligated to remove and/or restore any of Landlord’s Work or any of the Initial Tenant Improvements at the end of the Term.

Improvements and Alterations. (a) The Premises are delivered Tenant shall be required to lease from Landlord and Landlord shall be required to lease to Tenant as a turnthe Second Must-key buildTake Space. The Second Must-out inclusive space, and Tenant hereby accepts the Premises in its AS-IS, WHERE-IS condition. (b) Landlord will cooperate with Tenant in enforcing the warranties of workmanship and materials which Landlord received with respect to construction of the Premises Take Deli very Date shall be delayed to the extent that Landlord fails to deliver possession of the repair thereof is Tenant’s responsibility hereunder. (i) Tenant shall Second Must-Take Space for any reason, including but not make any alterationslimited to, additions or improvements without the holding over by prior written consent of Landlordoccupants. Any such alterations, additions delay in the Second Must-Take Delivery Date shall not subject Landlord to any liability for any loss or improvements (except movable furniture, business equipment and trade fixtures) damage resulting therefrom. The Second Must-Take Space shall at once become a part of the realty Premises and belong to Landlord. The same shall be made by Tenant, at Tenant’s sole cost the terms and expense. Unless directed otherwise by Landlord in writing, upon termination conditions of this the Lease, Tenant shall upon demand by Landlord, at Tenant’s sole cost and expense, forthwith remove any alterations, additions or improvements. (ii) Notwithstanding the provisions of Section 8(c)(i) or (d) apply to the contrarySecond Must-Take Space, Landlord’s consent shall not be required with respect to non-material, nonstructural interior alterations, additions or improvements to the Premises and Landlord will not unreasonably withhold its consent to any material non-structural interior alterations, additions or improvements to the Premises and/or to any structural alterations, additions or improvements to the Premises, provided notice is first given in writing by Tenant to Landlord and written approval by Landlord is required for any alteration, addition or improvement that would materially affect any mechanical or electrical system. For purposes of this Section 8(c), demising walls, but not interior office walls, are deemed structural. (iii) Landlord acknowledges that Tenant’s furniture, trade fixtures, business equipment and personalty shall not be deemed alterations, additions or improvements which become Landlord’s property pursuant to the terms hereof. (d) Any repairs made pursuant to Section 7(b) hereof or alterations and improvements made pursuant to this Section 8 by Tenant as required and permitted hereunder shall be made and performed (i) as Landlord may designate on a reasonable basis, (ii) in accordance with all applicable rules and regulations of Landlord and governmental authorities having jurisdiction, (iii) in the case of new construction in keeping with plans and specifications theretofore having been approved in advance by Landlord, (iv) using mechanics and contractors having been approved by Landlord which approval shall not be unreasonably withheld; provided, however, that Landlordthat, at subject to the remaining terms and conditions of this Section 35.1, Tenant’s sole cost obligation to pay Base Rent and expenseTenant’s Percentage Share of Escalation Rent with respect to the Second Must-Take Space shall commence on the date that is one-hundred fifty-seven (157) days following the Second Must-Take Effective Date (as defined in Section 35.2 below) [such one hundred fifty seven (157) day period being referred to herein as the “Second Must-Take Space Construction Period’’. The Second Must-Take Space Construction Period shall be extended on a day-for-day basis for each day that Tenant’s construction of Tenant Improvements in the Second Must-Take Space is delayed by Landlord Delay. Notwithstanding the foregoing, in the event Tenant occupies or commences its business operation in the Second Must-Take Space, including prior to the Second Must-Take Effective Date, Tenant’s obligation to pay Base Rent and Tenant’s Percentage Share of Escalation Rent with respect to the Second Must-Take Space shall do all such work affecting commence on the structural portions earlier of: (i) the date of the Building commencement of Tenant’s business operations in the Second Must-Take Space and in such event the mechanical and electrical systems thereofSecond Must-Take Space Construction Period shall be deemed to have expired as of such date, and (vii) in a reasonable fashion to minimize noise, litter and/or odors resulting therefrom. The work performed by Landlord affecting the structural portions expiration of the Building and the mechanical and electrical systems thereof shall be at reasonable and competitive cost. Tenant shall reimburse Landlord for Landlord’s reasonable costs of third party review of Tenant’s proposed structural alterations or those to the mechanical or electrical systemsSecond Must-Take Space Construction Period. (e) Landlord shall have the right at any time to change the arrangement and/or location of entrances or passageways, doors and doorways and corridors, elevators, stairs, toilets or other public parts of the Building and to change the name, number or designation by which the Building is commonly known. Landlord shall have the right at any time to change the arrangement and/or location of the parking and common areas of the Development. In exercising its rights pursuant to this Section 8(e), Landlord shall not unreasonably interfere with Tenant’s access to the Premises or its operations therein.

Improvements and Alterations. (a) The Premises are delivered Tenant shall not make any alterations or repairs to Tenant as a turn-key build-out inclusive spacethe Leased Premises, and Tenant hereby accepts the Premises in its AS-IS, WHERE-IS condition. (b) Landlord will cooperate with Tenant in enforcing the warranties of workmanship and materials which Landlord received with respect to construction or any other part of the Premises Building, or wires, pipes or other services to be run into the Building without first obtaining the written consent of the Landlord, which consent shall not be unreasonably withheld or delayed. Any amounts owing under the terms of this Article shall be payable on demand as additional rent. However in the event that the Landlord shall grant permission to the extent that Tenant to execute the repair thereof is Tenant’s responsibility hereunder.said work for its own account (which permission shall be reasonably determined by the Landlord), then the said work shall be subject to the following conditions: (i) Tenant shall not make furnish to Landlord plans and specifications showing in reasonably complete detail the work proposed to be carried out and the estimated cost thereof and Landlord shall approve or reject such plans and specifications within fifteen (15) days after receipt of the same. If such plans and specifications are approved, all work shall be carried out in compliance therewith. (ii) The value of the Leased Premises shall not, as a result of any alterationswork proposed to be carried out by Tenant, additions or improvements without be less than the prior written consent value of Landlord. Any the Leased Premises before the commencement of such alterationswork and Landlord shall be the sole judge of such value. (iii) All work shall be carried out with reasonable dispatch and in a good workmanlike manner and in compliance with all applicable permits, additions or improvements authorizations and building and zoning by-laws and with all regulations and requirements of all competent authorities having jurisdiction over the Leased Premises. (except movable furniture, business equipment iv) The Leased Premises and trade fixtures) the Building shall at once become a all times be free of all legal hypothecs (construction) and any charges whatsoever. (v) If the cost of any work shall be in excess of Five thousand dollars ($5,000.00) as reasonably estimated by Tenant, Landlord may require Tenant to furnish security satisfactory to Landlord guaranteeing the completion of the work and the payment of the cost thereof free and clear of all privileges and charges of any nature whatsoever. (vi) Tenant shall maintain Workmen's Compensation insurance covering all persons employed in connection with the work and shall produce evidence of such insurance to Landlord and shall also maintain such general liability insurance for the protection of Landlord and Tenant as Landlord may require. All work whether executed by the Landlord or the Tenant, whether structural or not, when completed, shall be comprised in, and form part of the realty Leased Premises and belong to Landlord. The same shall be made by Tenant, at Tenant’s sole cost subject to all the provisions of this Lease and expenseTenant shall not have any right to claim compensation therefore. Unless directed otherwise by Landlord in writing, upon termination At the expiration of this Lease, Tenant shall upon demand by Landlord, at Tenant’s sole cost and expense, forthwith remove be required to repair any alterations, additions or improvements. (ii) Notwithstanding the provisions of Section 8(c)(i) or (d) damage to the contraryLeased Premises caused by removing any of its personal property, Landlord’s consent shall not be required with respect to non-material, nonstructural interior alterations, additions or improvements to the Premises reasonable wear and Landlord will not unreasonably withhold its consent to any material non-structural interior alterations, additions or improvements to the Premises and/or to any structural alterations, additions or improvements to the Premises, provided notice is first given in writing by Tenant to Landlord tear and written approval by Landlord is required for any alteration, addition or improvement that would materially affect any mechanical or electrical system. For purposes of this Section 8(c), demising walls, but not interior office walls, are deemed structuralcasualty damage excepted. (iii) Landlord acknowledges that Tenant’s furniture, trade fixtures, business equipment and personalty shall not be deemed alterations, additions or improvements which become Landlord’s property pursuant to the terms hereof. (d) Any repairs made pursuant to Section 7(b) hereof or alterations and improvements made pursuant to this Section 8 by Tenant as required and permitted hereunder shall be made and performed (i) as Landlord may designate on a reasonable basis, (ii) in accordance with all applicable rules and regulations of Landlord and governmental authorities having jurisdiction, (iii) in the case of new construction in keeping with plans and specifications theretofore having been approved in advance by Landlord, (iv) using mechanics and contractors having been approved by Landlord which approval shall not be unreasonably withheld; provided, however, that Landlord, at Tenant’s sole cost and expense, shall do all such work affecting the structural portions of the Building and the mechanical and electrical systems thereof, and (v) in a reasonable fashion to minimize noise, litter and/or odors resulting therefrom. The work performed by Landlord affecting the structural portions of the Building and the mechanical and electrical systems thereof shall be at reasonable and competitive cost. Tenant shall reimburse Landlord for Landlord’s reasonable costs of third party review of Tenant’s proposed structural alterations or those to the mechanical or electrical systems. (e) Landlord shall have the right at any time to change the arrangement and/or location of entrances or passageways, doors and doorways and corridors, elevators, stairs, toilets or other public parts of the Building and to change the name, number or designation by which the Building is commonly known. Landlord shall have the right at any time to change the arrangement and/or location of the parking and common areas of the Development. In exercising its rights pursuant to this Section 8(e), Landlord shall not unreasonably interfere with Tenant’s access to the Premises or its operations therein.

Improvements and Alterations. (a) a. The Premises are delivered Tenant agrees not to Tenant as a turn-key build-out inclusive space, and Tenant hereby accepts the Premises in its AS-IS, WHERE-IS condition. (b) Landlord will cooperate with Tenant in enforcing the warranties of workmanship and materials which Landlord received with respect to construction of the Premises to the extent that the repair thereof is Tenant’s responsibility hereunder. (i) Tenant shall not make any alterations, additions or improvements in or to the Premises without obtaining the Landlord's prior written consent of Landlordand all such work shall be done only by contractors or tradesmen or mechanics approved in writing by the Landlord and at the Tenant's sole expense and at such times and in such manner as the Landlord may approve. Any such In case any alterations, additions or improvements (except movable furnitureare made to the Premises by the Tenant, the Tenant shall at the expiration or sooner termination of this Lease restore the Premises to a reasonable state of repair, reason- able wear and tear excepted, or, if the Landlord would prefer that such alterations, additions and improvements shall remain, in which case no compensation shall be allowed to the Tenant for the same, the Landlord may require the Tenant to restore the Premises to such extent as the Landlord may deem expedient although retaining as far as possible the alterations, additions and improvements, without in any case any compensation to the Tenant therefore; b. All articles of personal property and all business equipment and trade fixtures) , machinery and equipment and furniture owned by the Tenant or installed by the Tenant in the Premises at the Tenants expense shall at once become a part remain the property of the realty Tenant and belong to Landlord. The same shall may be made removed by Tenant, the Tenant at Tenant’s sole cost and expense. Unless directed otherwise by Landlord in writing, upon termination any time during the Term of this Lease, provided that the Tenant at its own expense shall repair any damage to the Premises or to the Building caused by such removal or by the original installation. The Landlord may require the Tenant to remove all or any part of such prop" at the expiration or sooner termination of this Lease and such removal shall be done at the Tenant's expense and the Tenant shall upon demand by Landlord, at Tenant’s sole cost and expense, forthwith remove its own expense repair any alterations, additions or improvements. (ii) Notwithstanding the provisions of Section 8(c)(i) or (d) damage to the contraryPremises or the Building caused by such removal or by the original installation. If the Tenant does not remove its property forthwith after written notice by the Landlord to that effect, such property shall, if the Landlord elects, be deemed to become the Landlord’s consent 's prop" or the Landlord may remove the same at the expense of the Tenant and the cost of such removal and any necessary storage charges shall be paid by the Tenant forthwith to the Landlord on demand. The Landlord shall not be required responsible for any loss or damage to such prop" because of such removal; and c. The Tenant covenants with the Landlord that the Tenant shall promptly pay all charges incurred by the Tenant for any work, materials or services that may be done, supplied or performed in respect to non-material, nonstructural interior alterations, additions or improvements to the Premises and Landlord will not unreasonably withhold its consent to shall forthwith discharge any material non-structural interior alterations, additions or improvements to the Premises and/or to any structural alterations, additions or improvements to the Premises, provided notice is first given in writing by Tenant to Landlord and written approval by Landlord is required for any alteration, addition or improvement that would materially affect any mechanical or electrical system. For purposes of this Section 8(c), demising walls, but not interior office walls, are deemed structural. (iii) Landlord acknowledges that Tenant’s furniture, trade fixtures, business equipment and personalty shall not be deemed alterations, additions or improvements which become Landlord’s property pursuant to the terms hereof. (d) Any repairs made pursuant to Section 7(b) hereof or alterations and improvements made pursuant to this Section 8 by Tenant as required and permitted hereunder shall be made and performed (i) as Landlord may designate on a reasonable basis, (ii) in accordance with all applicable rules and regulations of Landlord and governmental authorities having jurisdiction, (iii) in the case of new construction in keeping with plans and specifications theretofore having been approved in advance by Landlord, (iv) using mechanics and contractors having been approved by Landlord which approval shall not be unreasonably withheld; provided, however, that Landlord, at Tenant’s sole cost and expense, shall do all such work affecting the structural portions of the Building and the mechanical and electrical systems thereof, and (v) in a reasonable fashion to minimize noise, litter and/or odors resulting therefrom. The work performed by Landlord affecting the structural portions of the Building and the mechanical and electrical systems thereof shall be at reasonable and competitive cost. Tenant shall reimburse Landlord for Landlord’s reasonable costs of third party review of Tenant’s proposed structural alterations or those to the mechanical or electrical systems. (e) Landlord shall have the right liens at any time filed against and keep the lands and Building of which the Premises form a part free from liens and in the event that the Tenant fails to change do so, the arrangement and/or location Landlord may, but shall be under no obligation to, obtain a discharge of entrances any such lien in the name of the Tenant by payment or passageways, doors by giving security and doorways any amount so paid together with all disbursements and corridors, elevators, stairs, toilets costs in respect of such proceedings on a solicitor and client basis shall be forthwith due and payable by the Tenant to the Landlord as additional rent. The Tenant shall allow the Landlord to post and keep posted on the Premises any notices that the Landlord may desire to post under the provisions of the Builders Uien Act or other public parts of the Building and to change the name, number or designation by which the Building is commonly known. Landlord shall have the right at any time to change the arrangement and/or location of the parking and common areas of the Development. In exercising its rights pursuant to this Section 8(e), Landlord shall not unreasonably interfere with Tenant’s access to the Premises or its operations thereinlegislation.

Improvements and Alterations. (a) The Premises are delivered to Tenant as a turn-key build-out inclusive space, and Tenant hereby accepts the Premises in its AS-IS, WHERE-IS condition. (b) Landlord will cooperate with Tenant in enforcing the warranties of workmanship and materials which Landlord received with respect to construction of the Premises to the extent that the repair thereof is Tenant’s responsibility hereunder. (i) Tenant shall not have the right to make any alterations, additions or improvements without the prior written consent of Landlord. Any such alterations, additions or and improvements (except movable furniturecollectively, business equipment and trade fixtures) shall at once become a part of the realty and belong to Landlord. The same shall be made by Tenant, at Tenant’s sole cost and expense. Unless directed otherwise by Landlord in writing, upon termination of this Lease, Tenant shall upon demand by Landlord, at Tenant’s sole cost and expense, forthwith remove any alterations, additions or improvements. (ii) Notwithstanding the provisions of Section 8(c)(i) or (d"ALTERATIONS") to the contrary, Landlord’s consent shall not be required with respect to non-material, nonstructural interior alterations, additions or improvements to the Leased Premises and Landlord will not unreasonably withhold its consent to any material non-structural interior alterations, additions or improvements to the Premises and/or to any structural alterations, additions or improvements to the Premises, provided notice is first given in writing by as Tenant to Landlord and written approval by Landlord is required for any alteration, addition or improvement that would materially affect any mechanical or electrical system. For purposes of this Section 8(c), demising walls, but not interior office walls, are deemed structural. (iii) Landlord acknowledges that Tenant’s furniture, trade fixtures, business equipment and personalty shall not be deemed alterations, additions or improvements which become Landlord’s property pursuant to the terms hereof. (d) Any repairs made pursuant to Section 7(b) hereof or alterations and improvements made pursuant to this Section 8 by Tenant as required and permitted hereunder shall be made and performed (i) as Landlord may designate on a reasonable basis, (ii) in accordance with all applicable rules and regulations of Landlord and governmental authorities having jurisdiction, (iii) in the case of new construction in keeping with plans and specifications theretofore having been approved in advance by Landlord, (iv) using mechanics and contractors having been approved by Landlord which approval shall not be unreasonably withhelddeem desirable; provided, however, that if the exterior appearance, or structural elements of the Building, or Building systems will be affected by such Alterations, or if such Alterations will cost more than $25,000, Tenant shall give written notice and complete plans and specifications to Landlord of the proposed Alterations and Landlord shall have 30 days after the receipt of such notice to consent to or disapprove the Alterations. If Landlord disapproves such Alterations, Landlord shall detail the reasons for such disapproval. Any Alterations constructed upon the Leased Premises by Tenant shall be and remain the property of Tenant during the Term. At Landlord's request (unless at the time of Tenant's request for Landlord's approval Tenant shall have requested and Landlord shall have agreed that removal of such installations by Tenant will not be required), or upon Tenant's election (notwithstanding any request otherwise by Tenant made at the time of Landlord's approval), Tenant shall remove the Alterations upon expiration or earlier termination of this Lease and repair any damage caused by such removal.. All Alterations shall be accomplished by Tenant using adequately insured and bonded contractors reasonably approved by Landlord, at Tenant’s sole cost in a good, expeditious, quality and expenseworkmanlike manner, shall do all such work affecting in conformity with applicable laws, regulations, ordinances and orders and any covenants, conditions and restrictions encumbering the structural portions of the Building and the mechanical and electrical systems thereofLeased Premises, and (v) in a reasonable fashion to minimize noise, litter and/or odors resulting therefrom. The work performed accordance with the plans and specifications approved by Landlord affecting the structural portions of the Building and the mechanical and electrical systems thereof shall be at reasonable and competitive costas provided above. Tenant shall reimburse Landlord pay when due all claims for Landlord’s reasonable costs of third party review of Tenant’s proposed structural alterations or those labor and materials related to all Alterations and will not allow any lien to attach to the mechanical or electrical systems. (e) Landlord shall have Leased Premises, unless Tenant is diligently contesting the right at any time to change the arrangement and/or location removal of entrances or passageways, doors such lien and doorways and corridors, elevators, stairs, toilets has provided a bond or other public parts security required under applicable law to avoid forfeiture of the Building and Leased Premises, or as may otherwise be reasonably acceptable to change the name, number or designation by which the Building is commonly knownLandlord. Landlord may enter upon the Leased Premises for the purpose of inspecting the work and for posting appropriate notices with respect to any Alterations, including but not limited to notices of non-responsibility. The conveyor systems and related components purchased by Tenant from Footstar shall have the right at be removed by Tenant and any time to change the arrangement and/or location damage caused by such removal shall be repaired by Tenant upon expiration or earlier termination of the parking and common areas of the Development. In exercising its rights pursuant to this Section 8(e), Landlord shall not unreasonably interfere with Tenant’s access to the Premises or its operations thereinLease.

Improvements and Alterations. (a) The Premises are delivered Tenant, at its own expense, may make ---------------------------- alterations, additions and improvements with Landlord's prior written consent to Tenant as a turn-key build-out inclusive space, and Tenant hereby accepts the Premises in its AS-IS, WHERE-IS condition. (b) Landlord will cooperate with Tenant in enforcing the warranties of workmanship and materials which Landlord received with respect to construction interior of the Premises which are necessary or appropriate for the conduct of Tenant's business in accordance with detailed working drawings and specifications describing such work which have been submitted in advance to and approved in writing by Landlord along with the extent that identity of the repair thereof contractor. Such consent or approval shall not be unreasonably withheld or delayed in the case of any proposed work of a non- structural nature which does not affect the common areas or facilities of the Property and is Tenant’s responsibility hereunder. (i) not visible from the exterior of the Premises. In addition, Tenant shall not make be required to obtain Landlord's consent to interior painting and similar work of a purely decorative nature so long as the quality thereof conforms to any standard Building criteria established by Landlord. Tenant shall pay all costs of preparing plans, drawings and specifications. Such alterations, additions or improvements without the prior written consent of Landlord. Any such alterations, additions or and improvements (except specifically excluding movable furniturepersonal property installed by Tenant) made after the date hereof are hereinafter collectively called the "Improvements." All the Improvements, business equipment and trade fixtures) shall at once become whether placed in or attached or made to or a part of the realty Premises prior to or during the Term of this Lease, shall, unless Landlord otherwise elects and belong to except in the case of customary trade fixtures, become and be Landlord. The same 's property and shall be made and remain part of the Premises as of the termination of the Term. Landlord shall notify Tenant in writing at the time Landlord approves Tenant's plans for Improvements of its election to require Tenant to remove any or all of its Improvements upon the expiration or earlier termination of the Term. Construction of the Improvements shall be performed diligently and in a good and workmanlike manner and shall be expeditiously completed in compliance with all laws, ordinances, orders, rules, regulations and requirements. All work done in connection with the Improvements shall comply with all requirements of insurance policies maintained by Landlord and Tenant. Tenant, at Tenant’s sole cost its own expense, shall procure all permits and expenselicenses for the Improvements required by any governing authority having jurisdiction over the Premises and the business to be conducted in the Premises. Unless directed otherwise by Tenant shall promptly pay all costs and expenses of the Improvements, and Tenant shall indemnify the Landlord against performance liens, costs, damages and expenses in writing, upon termination connection with all Improvements. In case of damage or destruction of any Improvements which Landlord elected not to be a portion of the Premises during the Term of this Lease, Tenant shall upon demand by Landlordhave the right to recover its loss from any insurance company with which it has insured the same. At the end of the Term of this Lease, at Tenant’s sole cost and expenseif not then in default hereunder, forthwith Tenant shall remove any alterationsall of its personal property other than the Improvements (except those Improvements which Landlord elected to require Tenant to remove). If Landlord elects to have Tenant remove the Improvements, additions or improvements. (ii) Notwithstanding the provisions of Section 8(c)(i) or (d) to the contrary, Landlord’s consent Landlord shall not require removal of pipes, wires and the like from walls, ceilings or floors, provided that Tenant properly cuts, caps and disconnects such pipes and wires and seals them off in a safe and lawful manner flush with the applicable wall, floor and ceiling and redecorates the area in a manner substantially consistent with the remainder of the Premises. Tenant shall maintain the Improvements in accordance with Section 10 during the Term of the Lease and shall be required with respect to non-material, nonstructural interior alterations, additions or improvements to the Premises responsible for any and Landlord will not unreasonably withhold its consent to any material non-structural interior alterations, additions or improvements to the Premises and/or to any structural alterations, additions or improvements all damage to the Premises, provided notice is first given the fixtures, appurtenances and equipment of Landlord or the Building caused by the installation, malfunction or removal of the Improvements or Tenant's Property, as defined in writing by Tenant to Landlord and written approval by Landlord is required for any alteration, addition or improvement that would materially affect any mechanical or electrical system. For purposes of this Section 8(c), demising walls, but not interior office walls, are deemed structural9. (iiib) Landlord acknowledges that Tenant’s furnitureTo protect the historical and architectural integrity and appearance of the Building, trade fixtures, business equipment and personalty Tenant shall not be deemed alterations, additions install any signs on the exterior of the Building or improvements which become Landlord’s property pursuant to the terms hereof. (d) Any repairs made pursuant to Section 7(b) hereof Premises or alterations and improvements made pursuant to this Section 8 by Tenant as required and permitted hereunder shall be made and performed (i) as Landlord may designate on a reasonable basis, (ii) in accordance with all applicable rules and regulations of Landlord and governmental authorities having jurisdiction, (iii) in the case interior of new construction the Premises if visible from the exterior of the Premises except as permitted by this paragraph. All signs or lettering, if any, visible from the exterior of the Building or from the lobby, public corridors or in keeping with plans any other common area or public place must be submitted to Landlord for written approval of the size, color, design and specifications theretofore having been approved in advance by Landlordlocation of such signs or lettering before installation, (iv) using mechanics and contractors having been approved by Landlord which approval shall not be unreasonably withheld; providedwithheld or delayed. Tenant may hang its own window blinds or curtains in the Premises, howeversubject to Landlord's prior written approval, that Landlordwhich approval shall not be unreasonably withheld or delayed. Landlord shall include Tenant's name and the floor location of the Premises in any directory maintained by Landlord in the lobby of the Building. (c) Subject to the provisions hereof otherwise applicable to the making of alterations, at Tenant’s sole cost additions and expenseimprovements in the Premises together with such additional requirements as Landlord may reasonably prescribe, shall do all such work affecting the structural portions Tenant may install cabling and wiring through vertical shafts of the Building and in order to service equipment located in the mechanical and electrical systems thereof, and (v) in a reasonable fashion to minimize noise, litter and/or odors resulting therefromPremises. The work performed by Landlord affecting Notwithstanding the structural portions of the Building and the mechanical and electrical systems thereof shall be at reasonable and competitive cost. Tenant shall reimburse Landlord for Landlord’s reasonable costs of third party review of Tenant’s proposed structural alterations or those to the mechanical or electrical systems. (e) Landlord shall have the right at any time to change the arrangement and/or location of entrances or passageways, doors and doorways and corridors, elevators, stairs, toilets or other public parts of the Building and to change the name, number or designation by which the Building is commonly known. Landlord shall have the right at any time to change the arrangement and/or location of the parking and common areas of the Development. In exercising its rights pursuant to this Section 8(e)foregoing, Landlord shall not neither unreasonably interfere with Tenant’s access withhold or delay any consent required in the case of, nor obligate Tenant to the Premises or its operations thereinfurnish detailed working drawings and specifications describing, such installations.

Improvements and Alterations. (a) The Premises are delivered Tenant shall not make any alterations or repairs to Tenant as a turn-key build-out inclusive spacethe Leased Premises, and Tenant hereby accepts the Premises in its AS-IS, WHERE-IS condition. (b) Landlord will cooperate with Tenant in enforcing the warranties of workmanship and materials which Landlord received with respect to construction or any other part of the Premises Building, or wires, pipes or other services to be run into the Building without first obtaining the written consent of the Landlord, which consent shall not be unreasonably withheld or delayed. Any amounts owing under the terms of this Article shall be payable on demand as additional rent. However in the event that the Landlord shall grant permission to the extent that Tenant to execute the repair thereof is Tenant’s responsibility hereunder.said work for its own account (which permission shall be reasonably determined by the Landlord), then the said work shall be subject to the following conditions: (i) Tenant shall not make furnish to Landlord plans and specifications showing in reasonably complete detail the work proposed to be carried out and the estimated cost thereof and Landlord shall approve or reject such plans and specifications within fifteen (15) days after receipt of the same. If such plans and specifications are approved, all work shall be carried out in compliance therewith. (ii) The value of the Leased Premises shall not, as a result of any alterationswork proposed to be carried out by Tenant, additions or improvements without be less than the prior written consent value of Landlord. Any the Leased Premises before the commencement of such alterationswork and Landlord shall be the sole judge of such value. (iii) All work shall be carried out with reasonable dispatch and in a good workmanlike manner and in compliance with all applicable permits, additions or improvements authorizations and building and zoning by-laws and with all regulations and requirements of all competent authorities having jurisdiction over the Leased Premises. (except movable furniture, business equipment iv) The Leased Premises and trade fixtures) the Building shall at once become a all times be free of all legal hypothecs (construction) and any charges whatsoever. (v) If the cost of any work shall be in excess of Five thousand dollars ($5,000.00) as reasonably estimated by Tenant, Landlord may require Tenant to furnish security satisfactory to Landlord guaranteeing the completion of the work and the payment of the cost thereof free and clear of all privileges and charges of any nature whatsoever. (vi) Tenant shall maintain Workmen’s Compensation insurance covering all persons employed in connection with the work and shall produce evidence of such insurance to Landlord and shall also maintain such general liability insurance for the protection of Landlord and Tenant as Landlord may require. All work whether executed by the Landlord or the Tenant, whether structural or not, when completed, shall be comprised in, and form part of the realty Leased Premises and belong to Landlord. The same shall be made by Tenant, at Tenant’s sole cost subject to all the provisions of this Lease and expenseTenant shall not have any right to claim compensation therefore. Unless directed otherwise by Landlord in writing, upon termination At the expiration of this Lease, Tenant shall upon demand by Landlord, at Tenant’s sole cost and expense, forthwith remove be required to repair any alterations, additions or improvements. (ii) Notwithstanding the provisions of Section 8(c)(i) or (d) damage to the contraryLeased Premises caused by removing any of its personal property, Landlord’s consent shall not be required with respect to non-material, nonstructural interior alterations, additions or improvements to the Premises reasonable wear and Landlord will not unreasonably withhold its consent to any material non-structural interior alterations, additions or improvements to the Premises and/or to any structural alterations, additions or improvements to the Premises, provided notice is first given in writing by Tenant to Landlord tear and written approval by Landlord is required for any alteration, addition or improvement that would materially affect any mechanical or electrical system. For purposes of this Section 8(c), demising walls, but not interior office walls, are deemed structuralcasualty damage excepted. (iii) Landlord acknowledges that Tenant’s furniture, trade fixtures, business equipment and personalty shall not be deemed alterations, additions or improvements which become Landlord’s property pursuant to the terms hereof. (d) Any repairs made pursuant to Section 7(b) hereof or alterations and improvements made pursuant to this Section 8 by Tenant as required and permitted hereunder shall be made and performed (i) as Landlord may designate on a reasonable basis, (ii) in accordance with all applicable rules and regulations of Landlord and governmental authorities having jurisdiction, (iii) in the case of new construction in keeping with plans and specifications theretofore having been approved in advance by Landlord, (iv) using mechanics and contractors having been approved by Landlord which approval shall not be unreasonably withheld; provided, however, that Landlord, at Tenant’s sole cost and expense, shall do all such work affecting the structural portions of the Building and the mechanical and electrical systems thereof, and (v) in a reasonable fashion to minimize noise, litter and/or odors resulting therefrom. The work performed by Landlord affecting the structural portions of the Building and the mechanical and electrical systems thereof shall be at reasonable and competitive cost. Tenant shall reimburse Landlord for Landlord’s reasonable costs of third party review of Tenant’s proposed structural alterations or those to the mechanical or electrical systems. (e) Landlord shall have the right at any time to change the arrangement and/or location of entrances or passageways, doors and doorways and corridors, elevators, stairs, toilets or other public parts of the Building and to change the name, number or designation by which the Building is commonly known. Landlord shall have the right at any time to change the arrangement and/or location of the parking and common areas of the Development. In exercising its rights pursuant to this Section 8(e), Landlord shall not unreasonably interfere with Tenant’s access to the Premises or its operations therein.

Improvements and Alterations. (a) The Premises are delivered After occupance by Tenant pursuant to the terms of this Sublease, Tenant as a turn-key build-out inclusive spaceshall make no alterations, and Tenant hereby accepts additions, or improvements in or to the Premises in its AS-IS, WHERE-IS condition. (b) Landlord will cooperate with Tenant in enforcing the warranties of workmanship and materials which Landlord received with respect to construction of the Premises to the extent that the repair thereof is Tenant’s responsibility hereunder. (i) Tenant shall not make any alterations, additions or improvements without the prior written consent of Landlord, which shall not be withheld unreasonably. Landlord may require Tenant to provide a Completion Bond and a Bond against liens in connection with the construction of any such improvements. Tenant shall be solely responsible for any alterations required to bring the Leased Premises into compliance with, or maintain such compliance with any applicable State or Federal law or regulation, including, without limitation, the Americans With Disabilities Act, except to the extent that they relate to matters required by environmental laws as to conditions preceding this Sublease. Any such permitted alterations, additions or improvements prior to Tenant's occupancy or after occupancy shall be at Tenant's sole expense. Tenant shall secure any and all governmental permits required in connection with any such work, and shall hold Landlord harmless from any and all liability (including reasonable attorney' s fees) resulting therefrom. All alterations, additions and improvements (except movable furniture, business equipment and trade fixtures) , appliances and equipment which shall at once become not be deemed a part of the realty Premises), shall immediately become the property of Landlord without any obligation to pay Tenant therefor and belong to Landlordshall not be removed by Tenant except as hereinafter provided. The same Upon the expiration or sooner termination of the term hereof, Tenant shall, upon written demand by Landlord which shall be made by Tenantgiven at least ten (10) days prior to the end of the term, at Tenant’s 's sole cost and expense. Unless directed otherwise by Landlord in writing, upon termination of this Lease, Tenant shall upon demand by Landlord, at Tenant’s sole cost expense forthwith and expense, forthwith with all due diligence remove any alterations, additions or improvements. (ii) Notwithstanding the provisions of Section 8(c)(i) or (d) to the contraryimprovements made by Tenant which are designated by Landlord for removal, Landlord’s consent shall not be required with respect to non-material, nonstructural interior alterations, additions or improvements repair any damage to the Premises and Landlord will not unreasonably withhold its consent to any material non-structural interior alterationscaused by such removal and, additions or improvements to the Premises and/or to any structural alterations, additions or improvements to the Premises, provided notice is first given in writing by Tenant to Landlord and written approval by Landlord is required for any alteration, addition or improvement that would materially affect any mechanical or electrical system. For purposes of this Section 8(c), demising walls, but not interior office walls, are deemed structural. (iii) Landlord acknowledges that Tenant’s furniture, trade fixtures, business equipment and personalty shall not be deemed alterations, additions or improvements which become Landlord’s property pursuant to the terms hereof. (d) Any repairs made pursuant to Section 7(b) hereof or alterations and improvements made pursuant to this Section 8 by Tenant as required and permitted hereunder shall be made and performed (i) as Landlord may designate on a reasonable basis, (ii) in accordance with all applicable rules and regulations of Landlord and governmental authorities having jurisdiction, (iii) in the case of new construction in keeping with plans and specifications theretofore having been approved in advance if requested by Landlord, (iv) using mechanics and contractors having been approved by Landlord which approval shall not be unreasonably withheld; provided, however, that Landlord, at Tenant’s sole cost and expense, shall do all such work affecting restore the structural portions of the Building and the mechanical and electrical systems thereof, and (v) in a reasonable fashion altered Premises to minimize noise, litter and/or odors resulting therefrom. The work performed by Landlord affecting the structural portions of the Building and the mechanical and electrical systems thereof shall be at reasonable and competitive cost. Tenant shall reimburse Landlord for Landlord’s reasonable costs of third party review of Tenant’s proposed structural alterations or those to the mechanical or electrical systemsits original condition. (e) Landlord shall have the right at any time to change the arrangement and/or location of entrances or passageways, doors and doorways and corridors, elevators, stairs, toilets or other public parts of the Building and to change the name, number or designation by which the Building is commonly known. Landlord shall have the right at any time to change the arrangement and/or location of the parking and common areas of the Development. In exercising its rights pursuant to this Section 8(e), Landlord shall not unreasonably interfere with Tenant’s access to the Premises or its operations therein.

Improvements and Alterations. (a) The Premises are delivered to At the end of the term of this ------------ ---------------------------- Lease, Tenant as a turn-key build-out inclusive spaceshall remove its trade fixtures, equipment and other personal property, and Tenant hereby accepts shall have the Premises in right, provided it notifies Landlord of its AS-ISintent to remove at the time of approval or notice as provided herein, WHERE-IS condition. (b) Landlord will cooperate with but not the obligation, to remove any of Tenant's Work, provided that Tenant in enforcing the warranties of workmanship repairs any damage from such removal and materials which Landlord received with respect to construction of returns the Premises to such condition as exists on the extent that Commencement Date, reasonable wear and tear and damage by fire, other casualty and eminent domain excepted. In the repair thereof is Tenant’s responsibility hereunder. (i) Tenant shall not make any alterationscase of damage or destruction of such trade fixtures, additions or improvements without the prior written consent of Landlord. Any such alterations, additions or improvements (except movable furniture, business equipment and trade fixtures) shall at once become a part of other personal property and Tenant's Work during the realty and belong to Landlord. The same shall be made by Tenant, at Tenant’s sole cost and expense. Unless directed otherwise by Landlord in writing, upon termination term of this Lease, Tenant shall upon demand by have the right to recover its loss from any insurance company with which it has insured the same, notwithstanding that any of such things might be considered part of the Premises at the end of the term. At the option of Landlord, which option Landlord may exercise only at the time Landlord approves any Plans and Specifications for any Tenant’s sole cost 's Work or upon receipt of notice from Tenant for alterations and expenseimprovements which do not require Landlord's approval, forthwith Tenant shall remove any alterationsor all of Tenant's Work and alterations and improvements at the end of the term, additions or improvements. (ii) Notwithstanding the provisions of Section 8(c)(i) or (d) to the contrary, Landlord’s consent but Landlord shall not require Tenant to remove any of Tenant's Work completed in connection with the initial preparation of each area of the Premises for Tenant's use and occupancy. Landlord may not require removal of pipes, wires and the like from the walls, ceilings or floors, provided that the Tenant properly cuts, caps and disconnects such pipes and wires and seals them off in a safe and lawful manner flush with the applicable wall, floor or ceiling and redecorates the area consistent with the remainder of the Premises. Tenant shall be required with respect to non-material, nonstructural interior alterations, additions or improvements responsible for any damage to the Premises and Landlord will not unreasonably withhold caused by the malfunction of its consent to any material non-structural interior alterations, additions equipment or improvements to the Premises and/or to any structural alterations, additions or improvements to the Premises, provided notice is first given in writing by Tenant to Landlord and written approval by Landlord is required for any alteration, addition or improvement that would materially affect any mechanical or electrical system. For purposes removal of this Section 8(c), demising walls, but not interior office walls, are deemed structuralits property as aforesaid. (iii) Landlord acknowledges that Tenant’s furniture, trade fixtures, business equipment and personalty shall not be deemed alterations, additions or improvements which become Landlord’s property pursuant to the terms hereof. (d) Any repairs made pursuant to Section 7(b) hereof or alterations and improvements made pursuant to this Section 8 by Tenant as required and permitted hereunder shall be made and performed (i) as Landlord may designate on a reasonable basis, (ii) in accordance with all applicable rules and regulations of Landlord and governmental authorities having jurisdiction, (iii) in the case of new construction in keeping with plans and specifications theretofore having been approved in advance by Landlord, (iv) using mechanics and contractors having been approved by Landlord which approval shall not be unreasonably withheld; provided, however, that Landlord, at Tenant’s sole cost and expense, shall do all such work affecting the structural portions of the Building and the mechanical and electrical systems thereof, and (v) in a reasonable fashion to minimize noise, litter and/or odors resulting therefrom. The work performed by Landlord affecting the structural portions of the Building and the mechanical and electrical systems thereof shall be at reasonable and competitive cost. Tenant shall reimburse Landlord for Landlord’s reasonable costs of third party review of Tenant’s proposed structural alterations or those to the mechanical or electrical systems. (e) Landlord shall have the right at any time to change the arrangement and/or location of entrances or passageways, doors and doorways and corridors, elevators, stairs, toilets or other public parts of the Building and to change the name, number or designation by which the Building is commonly known. Landlord shall have the right at any time to change the arrangement and/or location of the parking and common areas of the Development. In exercising its rights pursuant to this Section 8(e), Landlord shall not unreasonably interfere with Tenant’s access to the Premises or its operations therein.

Improvements and Alterations. (a) The Premises are delivered to Tenant as a turn-key build-out inclusive spaceAny and all alterations, installations, additions, and Tenant hereby accepts improvements (“Improvements”) to the Premises in its AS-IS, WHERE-IS condition. (b) Landlord will cooperate with Tenant in enforcing the warranties of workmanship and materials which Landlord received with respect to construction of the Premises to the extent that the repair thereof is Tenant’s responsibility hereunder. (i) Tenant shall not make any alterations, additions or improvements without the prior written consent of Landlord. Any such alterations, additions or improvements (except movable furniture, business equipment and trade fixtures) shall at once become a part of the realty and belong to Landlord. The same shall be made only upon the written approval of Landlord, which approval may be withheld in Landlord’s sole discretion. Improvements by Tenant, or on behalf of Tenant shall be made at Tenant’s sole cost and expense. Unless directed otherwise expense and any contractor or person selected by Landlord in writing, upon termination of this Lease, Tenant shall upon demand by Landlord, at Tenant’s sole cost and expense, forthwith remove any alterations, additions or improvements. (ii) Notwithstanding the provisions of Section 8(c)(i) or (d) to the contrary, Landlord’s consent shall not make Improvements must first be required with respect to non-material, nonstructural interior alterations, additions or improvements to the Premises and Landlord will not unreasonably withhold its consent to any material non-structural interior alterations, additions or improvements to the Premises and/or to any structural alterations, additions or improvements to the Premises, provided notice is first given approved in writing by Tenant to Landlord and written approval by Landlord is required for any alteration, addition or improvement that would materially affect any mechanical or electrical system. For purposes of this Section 8(c), demising walls, but not interior office walls, are deemed structural. (iii) Landlord acknowledges that Tenant’s furniture, trade fixtures, business equipment and personalty shall not be deemed alterations, additions or improvements which become Landlord’s property pursuant to the terms hereof. (d) Any repairs made pursuant to Section 7(b) hereof or alterations and improvements made pursuant to this Section 8 by Tenant as required and permitted hereunder shall be made and performed (i) as Landlord may designate on a reasonable basis, (ii) in accordance with all applicable rules and regulations of Landlord and governmental authorities having jurisdiction, (iii) in the case of new construction in keeping with plans and specifications theretofore having been approved in advance by Landlord, (iv) using mechanics and contractors having been approved by Landlord which approval shall not be unreasonably withheld; provided, however, that Landlord, at Tenant’s sole cost and expense, shall do all such work affecting the structural portions of the Building and the mechanical and electrical systems thereof, and (v) in a reasonable fashion to minimize noise, litter and/or odors resulting therefrom. The work performed by Landlord affecting the structural portions of the Building and the mechanical and electrical systems thereof shall be at reasonable and competitive cost. Tenant shall reimburse Landlord for the reasonable cost of any third party engaged by Landlord to review specifications for and/or supervise any material Improvements. All Improvements, together with all repairs required to be made by Tenant, shall be made in a good and workmanlike manner and in compliance with all governmental requirements and rating bureau recommendations, and shall be performed by competent and qualified persons or entities. Tenant shall obtain all necessary permits from governmental authorities and provide Landlord with copies thereof prior to commencing construction of any Improvements. Tenant shall promptly repair any damage and perform any necessary cleanup to the Premises resulting from any Improvements made by Tenant. All Improvements, temporary or permanent (except trade fixtures, furniture and equipment belonging to Tenant which are removable) in or upon the Premises, whether placed there by Tenant or Landlord, shall be Landlord’s reasonable costs of third party review of Tenant’s proposed structural alterations or those property and shall remain upon the Premises (except to the mechanical extent Landlord requires such Improvements to be removed), all without compensation, allowance or electrical systems. (e) Landlord credit to Tenant and shall have the right at not constitute Additional Rent or payment in lieu of Rent. Tenant agrees not to create, incur, impose, permit, or suffer to exist any time to change the arrangement and/or location of entrances or passageways, doors and doorways and corridors, elevators, stairs, toilets lien or other public parts obligation against the Premises or Landlord by reason of the Building and any Improvement or any repair or decoration permitted or required to change the name, number or designation be made by which the Building is commonly known. Landlord shall have the right at any time to change the arrangement and/or location of the parking and common areas of the Development. In exercising its rights Tenant pursuant to this Section 8(e)Lease, and ▇▇▇▇▇▇ agrees to indemnify, defend, and hold harmless Landlord from and against any such lien claim. Nothing herein shall not unreasonably interfere with Tenant’s access be deemed to create the relationship of principal and agent between Landlord and Tenant or authorize any contractor, subcontractor, or material supplier to place any lien against the Premises, Building or Property. At its expense, Tenant shall cause to be discharged, within ten (10) days of the filing thereof, any construction lien claim filed against the Premises for work claimed to have been done for, or its operations thereinmaterials claimed to have been furnished to, or on behalf of Tenant.

Improvements and Alterations. (aA) The Premises are delivered to Tenant Landlord's sole construction obligation under this Lease is as a turn-key build-out inclusive space, set forth in the Work Letter attached hereto as Exhibit "B-1" and Tenant hereby accepts the Premises in its AS-IS, WHERE-IS conditionincorporated herein by reference. (b) Landlord will cooperate with Tenant in enforcing the warranties of workmanship and materials which Landlord received with respect to construction of the Premises to the extent that the repair thereof is Tenant’s responsibility hereunder. (i) Tenant shall not make any alterations, additions or improvements without the prior written consent of Landlord. Any such alterations, additions or improvements (except movable furniture, business equipment and trade fixtures) shall at once become a part of the realty and belong to Landlord. The same shall be made by Tenant, at Tenant’s sole cost and expense. Unless directed otherwise by Landlord in writing, upon termination of this Lease, Tenant shall upon demand by Landlord, at Tenant’s sole cost and expense, forthwith remove any alterations, additions or improvements. (ii) Notwithstanding the provisions of Section 8(c)(i) or (d) to the contrary, Landlord’s consent shall not be required with respect to non-material, nonstructural interior alterations, additions or improvements to the Premises and Landlord will not unreasonably withhold its consent to any material non-structural interior alterations, additions or improvements to the Premises and/or to any structural alterations, additions or improvements to the Premises, provided notice is first given in writing by Tenant to Landlord and written approval by Landlord is required for any alteration, addition or improvement that would materially affect any mechanical or electrical system. For purposes of this Section 8(c), demising walls, but not interior office walls, are deemed structural. (iii) Landlord acknowledges that Tenant’s furniture, trade fixtures, business equipment and personalty shall not be deemed alterations, additions or improvements which become Landlord’s property pursuant to the terms hereof. (d) Any repairs made pursuant to Section 7(b) hereof or alterations and improvements made pursuant to this Section 8 by Tenant as required and permitted hereunder shall be made and performed (i) as Landlord may designate on a reasonable basis, (ii) in accordance with all applicable rules and regulations of Landlord and governmental authorities having jurisdiction, (iii) in the case of new construction in keeping with plans and specifications theretofore having been approved in advance by Landlord, (iv) using mechanics and contractors having been approved by Landlord which approval shall not be unreasonably withheld; provided, however, that Landlord, at Tenant’s sole cost and expense, shall do all such work affecting the structural portions of the Building and the mechanical and electrical systems thereof, and (v) in a reasonable fashion to minimize noise, litter and/or odors resulting therefrom. The work performed by Landlord affecting the structural portions of the Building and the mechanical and electrical systems thereof shall be at reasonable and competitive cost. Tenant shall reimburse Landlord for Landlord’s reasonable costs of third party review of Tenant’s proposed structural alterations or those to the mechanical or electrical systems. (eB) Landlord shall have the right at any time to change the arrangement and/or location of entrances or passageways, doors and doorways doorways, and corridors, elevators, stairs, toilets toilets, or other public parts of the Building or Project, and upon giving Tenant reasonable notice thereof, to change the name, number or designation by which the Building or the Project is commonly known, provided such change(s) shall not inhibit Tenant's use within the Premises. (C) The alterations, additions or improvements to or of the Premises or any part thereof referred to in this subparagraph-(6)(C) do not include the initial tenant -improvements. Tenant shall not make or cause to be made any alterations, additions or improvements to or of the Premises or any part thereof, or attach any fixtures or equipment thereto, without first obtaining Landlord's prior written consent. Any such alterations, additions or improvements to the Premises consented to by Landlord shall at Landlord's option be made by Landlord for Tenant's account and Tenant shall pay Landlord for the costs thereof (including reasonable charge for Landlord's overhead) within ten (10) days after receipt of Landlord's statement. All such alterations, additions and improvements shall (without compensation to Tenant) at Landlord's option become Landlord's property (except movable furniture and trade fixtures including computer, telephone, and-power conditioning equipment which have not been permanently fastened to the right at any time to change the arrangement and/or location walls, floors or ceilings or made part of the parking existing Building's systems) and common areas at the end of the Developmentterm hereof, shall remain on the Premises unless Landlord elects by notice to Tenant to have Tenant remove same, in which event Tenant shall promptly restore the Premises to their condition prior to the installation of (i) such alterations, additions and improvements, and (ii) equipment of any nature. Further, Landlord may elect by notice to Tenant to have Tenant remove not only Tenant's alterations, additions and improvements, but also any items of Tenant's equipment including but not limited to movable furniture, trade fixtures, office equipment and any cafeteria equipment. Any such equipment not removed from the Premises at the end of the term hereof shall at the option of the Landlord become Landlord's property without payment of any consideration therefor. The removal of any such equipment and any alterations, additions and improvements which Landlord elects Tenant to remove will be accomplished by Tenant prior to the expiration of the term of this Lease and if not done, Tenant will be deemed a tenant at sufferance pursuant to Paragraph 26. If Tenant does not perform such removal, Landlord may remove, destroy, store or otherwise dispose of such alterations, additions, improvements and equipment, whether or not Landlord takes title thereto. In exercising its rights addition, Tenant will pay (i) all Landlord's costs of removing, disposing or destroying any such alterations, additions, improvements and equipment whether or not Landlord takes title thereto, that Tenant is supposed to remove, which Tenant does not remove, and (ii) 'Landlord's cost to restore the Premises to their condition prior to the installation of any alterations, additions, improvements and equipment of any nature referred to in subdivision (i) of this sentence. Such costs will include Landlord's fees and expenses in collecting such costs and interest on such costs at the rate of fourteen (14%) percent per annum. Tenant will pay to Landlord Landlord's costs of storage of any equipment which Tenant is supposed to remove pursuant to this Section 8(e)paragraph that Tenant does not remove. Further, Landlord reserves and shall not unreasonably interfere with Tenant’s have right of access to the Premises or its operations thereinat any time with prior notice within ninety (90) days prior to any projected termination of this Lease to inspect the Premises to determine alterations, additions, improvements and equipment Landlord desires Tenant to remove. This right of access is in addition to Landlord's right of access set forth in Paragraph 16 hereof.

Improvements and Alterations. (a) The Premises are delivered to Tenant as a turn-key build-out inclusive space, covenants and Tenant hereby accepts agrees that it will construct the Premises in its AS-IS, WHERE-IS condition. (b) Landlord will cooperate with Tenant in enforcing the warranties of workmanship Facility and materials which Landlord received with respect to construction of the Premises to the extent that the repair thereof is Tenant’s responsibility hereunder. (i) Tenant shall not make any alterationsother improvements, changes, installations, renovations, additions or alterations in and about the Demised Premises in accordance with the terms and provisions of the Agreement and this lease. Tenant shall provide Landlord with "as built" plans for any work completed by Tenant pursuant to this section 17. After Tenant constructs the Facility and if Tenant installs or makes any other improvements, additions, installations, renovations, changes or alterations to the Demised Premises, such improvements without shall be the prior written consent property of LandlordTenant as provided in section 3.2 hereof. Any such alterationsThe Facility and all other improvements, additions changes, additions, installations, renovations or improvements alterations (except movable furniture, business including all equipment and movable trade fixturesfixtures necessary to maintain the Facility as an ongoing operating Facility) shall at once become a part be subject to purchase by Landlord, in accordance with the terms and provisions of the realty Agreement, subject to the lien of the mortgage, if then outstanding, in favor of the leasehold mortgagee as contemplated by the Credit Agreement, which mortgage shall remain a lien on the Facility and belong any such improvements until all obligations of Tenant to Landlordsuch leasehold mortgagee are satisfied in full or discharged. The same shall be made by Tenant, at Tenant’s sole cost and expense. Unless directed otherwise by If Landlord in writinghas not exercised such right to purchase, upon termination Landlord's giving 6 months advance notice to Tenant before the Termination Date or upon Landlord's giving 30 days advance notice before or after Tenant's removal from or abandonment of this Leasethe Demised Premises, whichever is applicable, Tenant shall upon demand by Landlordremove forthwith the Facility and all other improvements, at Tenant’s sole cost and expenseadditions, forthwith remove any installations, renovations, changes or alterations, additions or level the land to grade level and thereafter pave the Demised Premises with six inches of concrete as a parking lot. if Tenant exercises any of its options to purchase the Demised Premises described in section 39 hereunder, any improvements. (ii) Notwithstanding the provisions of Section 8(c)(i) or (d) to the contrary, Landlord’s consent shall not be required with respect to non-materialadditions, nonstructural interior alterations, additions installations, renovations or improvements to changes not already the Premises and Landlord will not unreasonably withhold its consent to any material non-structural interior alterations, additions or improvements to property of Tenant shall become the Premises and/or to any structural alterations, additions or improvements to property of Tenant upon the Premises, provided notice is first given in writing by Tenant to Landlord and written approval by Landlord is required for any alteration, addition or improvement that would materially affect any mechanical or electrical system. For purposes of this Section 8(c), demising walls, but not interior office walls, are deemed structural. (iii) Landlord acknowledges that Tenant’s furniture, trade fixtures, business equipment and personalty shall not be deemed alterations, additions or improvements which become Landlord’s property pursuant to the terms hereof. (d) Any repairs made pursuant to Section 7(b) hereof or alterations and improvements made pursuant to this Section 8 by Tenant as required and permitted hereunder shall be made and performed (i) as Landlord may designate on a reasonable basis, (ii) in accordance with all applicable rules and regulations of Landlord and governmental authorities having jurisdiction, (iii) in the case of new construction in keeping with plans and specifications theretofore having been approved in advance by Landlord, (iv) using mechanics and contractors having been approved by Landlord which approval shall not be unreasonably withheld; provided, however, that Landlord, at Tenant’s sole cost and expense, shall do all such work affecting the structural portions closing of the Building and the mechanical and electrical systems thereof, and (v) in a reasonable fashion to minimize noise, litter and/or odors resulting therefrom. The work performed by Landlord affecting the structural portions purchase of the Building and the mechanical and electrical systems thereof shall be at reasonable and competitive cost. Tenant shall reimburse Landlord for Landlord’s reasonable costs of third party review of Tenant’s proposed structural alterations or those to the mechanical or electrical systemsDemised Premises. (e) Landlord shall have the right at any time to change the arrangement and/or location of entrances or passageways, doors and doorways and corridors, elevators, stairs, toilets or other public parts of the Building and to change the name, number or designation by which the Building is commonly known. Landlord shall have the right at any time to change the arrangement and/or location of the parking and common areas of the Development. In exercising its rights pursuant to this Section 8(e), Landlord shall not unreasonably interfere with Tenant’s access to the Premises or its operations therein.

Improvements and Alterations. (a) The Landlord shall deliver the Premises are delivered to Tenant as a turn-key build-out inclusive spaceTenant, and Tenant hereby accepts agrees to accept the Premises from Landlord in its existing “AS-IS”, “WHERE-IS conditionIS” condition subject to Landlord’s performing its ongoing janitorial and maintenance obligations and Landlord’s obligations to complete the Building Enhancements identified on Exhibit B attached hereto. To the extent Landlord does not complete the Building Enhancements by the time periods set forth on Exhibit B, as such time period may be extended due to Force Majeure (as defined in Paragraph 24(x)), then the parties acknowledge that Landlord shall be in default of its obligations hereunder and Tenant shall have the rights and remedies set forth in Paragraph 17(b) below. Landlord shall have no obligation to refurbish or otherwise improve the Premises throughout the Lease Term; provided, however, and notwithstanding the foregoing to the contrary, Landlord’s sole construction obligation under this Lease is set forth in the enhancements to the Building specifically set forth on Exhibit B. Notwithstanding the forgoing, Landlord represents that to the best of its knowledge, as of the Effective Date, the Building complies with applicable local, state and federal regulations, including compliance with the Americans with Disabilities Act with respect to all Common Areas. (b) Commencing on the Effective Date, Landlord will cooperate shall provide Tenant an allowance (the “Tenant Improvement Allowance”) equal to Nine Million Eighty Thousand Six Hundred Eighty Dollars ($9,080,680.00) (which amount is based on the product of (A) Seventy and 00/100 Dollars ($70.00) multiplied by (B) the number of square feet of Rentable Area in the Premises). The Tenant Improvement Allowance is provided in order to help Tenant finance the hard costs associated with Tenant’s construction of the physical tenant improvements actually installed in the Premises (“Tenant Improvements”); provided, however, that notwithstanding anything to the contrary, Tenant shall have the right to apply up to fifteen percent (15%) of the Tenant Improvement Allowance to Tenant’s architectural and engineering design fees, telephone and data cabling, project management fees, and furniture and equipment purchases. Tenant shall pay all of its costs and expenses incurred in connection with such Tenant Improvements. Within thirty (30) days after receipt of a written request from Tenant, but in no event more than one (1) time during any calendar month, Landlord shall reimburse Tenant for (or, at Tenant’s request, pay directly to any contractor of Tenant pursuant to approved invoices received from Tenant) the expenses incurred by Tenant in enforcing the warranties of workmanship and materials which Landlord received with respect to construction of constructing such Tenant Improvements in the Premises to the extent of the Tenant Improvement Allowance not previously funded or applied by Landlord under this Paragraph 4(b), provided: (1) such request is accompanied by reasonably acceptable supporting documentation indicating that such expenses have been incurred and paid (or are currently payable) by Tenant; (2) the work and materials for which payment is requested shall be performed pursuant to all applicable provisions of the Lease; (3) Tenant is not in default under the Lease; and (4) such request is accompanied by lien waivers from the party under contract with Tenant for such Tenant Improvements, which lien waivers must cover all Tenant Improvements performed as of the date of such request for which payment is then being requested, but may be conditioned on such payment being received. Tenant shall have no right to utilize any unused portion of the Tenant Improvement Allowance for any invoice received on or after the date (the “Outside Date”) that is the earlier of (1) the date Tenant notifies Landlord in writing that all of the Tenant Improvements intended to be done by Tenant in the Premises have been completed (“Completion Notice”), or (2) December 31, 2014. Landlord and Tenant acknowledge and agree that the repair thereof is Tenant’s responsibility hereunder.Tenant Improvements may be conducted and completed in stages and in different parts of the Premises at different times prior to the Outside Date. If Tenant fails to timely utilize the entire Tenant Improvement Allowance for such improvements as aforesaid, then Tenant shall not be entitled to any credit, cash or otherwise, therefor; provided, however, if any portion of the Tenant Improvement Allowance remains after the Outside Date, Tenant shall have the right to credit the lesser of (i) the remaining balance of the Tenant shall not make Improvement Allowance, or (ii) fifteen percent (15%) of the total Tenant Improvement Allowance, to the Base Rent first due and owing in the first calendar year following the year in which Tenant notifies Landlord in writing that the Tenant Improvements have been completed and makes its final draw request for payment of hard and soft costs associated with the Tenant Improvements. (c) All Tenant Improvements and any subsequent alterations, additions, or improvements made by or on behalf of Tenant to the Premises excluding cosmetic alterations, additions or improvements without the (“Alterations”) shall be subject to Landlord’s prior written consent, which consent of Landlord. Any shall not be unreasonably delayed, conditioned or denied, unless such alterations, additions or improvements (except movable furniture, business equipment and trade fixtures) shall at once become a part adversely affect the structure of the realty Building or operating systems of the Building, in which case Landlord may withhold, condition or delay its consent in its sole discretion. Landlord’s consent shall not be unreasonably withheld with respect to proposed Tenant Improvements or Alterations that (i) comply with all applicable laws, ordinances, rules and belong regulations; (ii) are compatible with the Building’s mechanical, electrical, HVAC and life safety systems; (iii) will not interfere in a material manner with the use and occupancy of any other portion of the Building by any other tenant or their invitees; (iv) do not affect the structural portions of the Building; and, (v) do not and will not, whether alone or taken together with other improvements, require the construction of any other improvements or alterations within the Building. To the extent Tenant requires access to Landlordriser space and telephone communications closets, Landlord shall provide such access as necessary in connection with the Alterations. The same Tenant shall be made by Tenantcause, at Tenant’s its sole cost and expense, all Tenant Improvements or Alterations to comply with insurance requirements and with Laws and shall construct, at its sole cost and expense, any alteration or modification required by Laws as a result of any Tenant Improvements or Alterations. Unless directed otherwise by Landlord in writing, upon termination of this Lease, All Tenant Improvements or Alterations shall upon demand by Landlord, be constructed at Tenant’s sole cost and expense, forthwith remove any alterations, additions or improvements. (ii) Notwithstanding the provisions of Section 8(c)(i) or (d) to the contrary, Landlord’s consent shall not be required with respect to non-material, nonstructural interior alterations, additions or improvements to the Premises in a first class and Landlord will not unreasonably withhold its consent to any material non-structural interior alterations, additions or improvements to the Premises and/or to any structural alterations, additions or improvements to the Premises, provided notice is first given in writing good and workmanlike manner by Tenant contractors reasonably acceptable to Landlord and written approval by Landlord is required for any alteration, addition or improvement that would materially affect any mechanical or electrical system. For purposes only good grades of this Section 8(c), demising walls, but not interior office walls, are deemed structural. (iii) Landlord acknowledges that Tenant’s furniture, trade fixtures, business equipment and personalty shall not be deemed alterations, additions or improvements which become Landlord’s property pursuant to the terms hereof. (d) Any repairs made pursuant to Section 7(b) hereof or alterations and improvements made pursuant to this Section 8 by Tenant as required and permitted hereunder materials shall be made and performed (i) as Landlord may designate on a reasonable basis, (ii) in accordance with all applicable rules and regulations of Landlord and governmental authorities having jurisdiction, (iii) in the case of new construction in keeping with used. All plans and specifications theretofore having been approved in advance by for any Tenant Improvements or Alterations requiring Landlord’s approval shall be submitted to Landlord for its approval, (iv) using mechanics and contractors having been approved by Landlord which approval shall not be unreasonably withhelddelayed, conditioned or denied. Landlord shall approve or disapprove the proposed Alterations in writing within thirty (30) days after receipt of a description of the proposed Alterations from Tenant. If Landlord fails to approve or request modifications to the proposed Alterations within said thirty (30) day period, Landlord shall be deemed to have approved said Alterations. Landlord may monitor construction of the Tenant Improvements or Alterations, and Tenant shall reimburse Landlord for any reasonable third party costs incurred by Landlord in monitoring such construction (which supervision and monitoring costs must be reasonable and may not exceed one percent (I%) of hard construction costs; provided, however, that such costs shall be funded out of the Tenant Improvement Allowance and shall not count towards the 15% soft cost limitation set forth above. Landlord’s right to review plans and specifications and to monitor construction shall be solely for its own benefit, and Landlord shall have no duty to see that such plans and specifications or construction comply with applicable laws, codes, rules and regulations. Landlord may also require that all life safety related work and all mechanical, electrical, plumbing and roof related work be performed by contractors designated by Landlord. Landlord shall have the right, in its sole discretion, to instruct Tenant to remove those Tenant Improvements or Alterations from the Premises which (i) were not approved in advance by Landlord and for which Landlord’s approval is required, (ii) were not built in conformance with the plans and specifications approved by Landlord, or (iii) Landlord specified during its review of plans and specifications for Tenant Improvements or Alterations would need to be removed by Tenant upon the expiration of this Lease. Except as set forth in the proceeding sentence, Tenant shall not be obligated to remove such Tenant Improvements or Alterations at the expiration of this Lease. If upon the termination of this Lease Landlord requires Tenant to remove any or all of such Tenant Improvements or Alterations from the Premises, then Tenant, at Tenant’s sole cost and expense, shall do promptly remove such Tenant Improvements or Alterations and improvements and Tenant shall repair and restore the Premises to its original condition as of the Commencement Date, reasonable wear and tear excepted. The parties hereby acknowledge and agree that in no event shall Tenant be required to remove any improvements which are existing as of the Commencement Date, including, without limitation, the internal staircase. Any Tenant Improvements or Alterations remaining in the Premises following the expiration of the Lease Term or following the surrender of the Premises from Tenant to Landlord, shall become the property of Landlord unless otherwise agreed to by Landlord and Tenant at the time of Landlord’s approval of the Tenant Improvements. Tenant shall provide Landlord with the identities and mailing addresses of all persons performing work or supplying materials, prior to beginning such construction, and Landlord may post on and about the Premises notices of non-responsibility pursuant to applicable law. Tenant shall assure payment for the completion of all work free and clear of liens and shall provide certificates of insurance for worker’s compensation and other typical construction related coverage in amounts and from an insurance company reasonably satisfactory to Landlord protecting Landlord against liability for bodily injury or property damage during construction. Upon completion of any Tenant Improvements or Alterations and upon Landlord’s reasonable request, Tenant shall deliver to Landlord sworn statements setting forth the names of all contractors and major subcontractors who did work on the Tenant Improvements or Alterations and final lien waivers from all such work affecting contractors and subcontractors. Additionally, upon completion of any Tenant Improvements or Alterations, Tenant shall provide Landlord, at Tenant’s expense, with a complete set of plans in reproducible form and specifications reflecting the structural portions actual conditions of the Tenant Improvements or Alterations, together with a copy of such plans on diskette in the AutoCAD format or such other format as may then be in common use for computer assisted design purposes. Tenant shall pay to Landlord, as additional rent, the reasonable costs (not to exceed together with the monitoring fees referenced above one percent (1%) of hard construction costs) of Landlord’s third party engineers and other outside consultants (but not Landlord’s on-site management personnel) for review of all plans, specifications and working drawings for the Tenant Improvements or Alterations within ten (10) business days after Tenant’s receipt of invoices from Landlord; provided, however, that such costs shall be funded out of the Tenant Improvement Allowance and shall not count towards the 15% soft cost limitation set forth above. (d) Tenant shall have the right to use and upgrade the external stairs, also known as the fire stairs, between the second and third floors (and any other floors occupied by Tenant, provided, however, that if Tenant occupies less than an entire floor, Tenant shall only be entitled to use and upgrade on a non—exclusive basis, the fire stairs which a located closest to Tenant’s space on that floor) of the Building for Tenants use during the Term (the “Premises External Stairs”); provided, that, any and all Alterations in connection with the Premises External Stairs are in compliance with Laws and any incremental increases in costs resulting from such use of the Premises External Stairs shall be borne solely by Tenant. (e) Tenant shall keep the Premises, the Building and the mechanical Project free from any and electrical systems thereofall liens arising out of any Tenant Improvements or Alterations, and work performed, materials furnished, or obligations incurred by or for Tenant. In the event that Tenant shall not, within thirty (v30) days following the imposition of any such lien, cause the same to be released of record by payment or posting of a bond or insurance coverage in a reasonable fashion form and issued by a surety reasonably acceptable to minimize noiseLandlord, litter and/or odors resulting therefrom. The work performed Landlord shall have the right, but not the obligation, to cause such lien to be released by Landlord affecting such means as it shall deem proper (including payment of or defense against the structural portions of the Building and the mechanical and electrical systems thereof shall be at reasonable and competitive cost. claim giving rise to such lien); in such case, Tenant shall reimburse Landlord for all reasonable amounts so paid by Landlord in connection therewith, together with all of Landlord’s reasonable out-of-pocket costs and expenses, with interest thereon at the Default Rate (defined below). This Paragraph shall survive the expiration or earlier termination of third party review this Lease. Such rights of Tenant’s proposed structural alterations Landlord shall be in addition to all other remedies provided herein or those to the mechanical or electrical systemsby law. (ef) NOTICE IS HEREBY GIVEN THAT LANDLORD SHALL NOT BE LIABLE FOR ANY LABOR, SERVICES OR MATERIALS FURNISHED OR TO BE FURNISHED TO TENANT, OR TO ANYONE HOLDING THE PREMISES THROUGH OR UNDER TENANT, AND THAT NO MECHANICS’ OR OTHER LIENS FOR ANY SUCH LABOR, SERVICES OR MATERIALS SHALL ATTACH TO OR AFFECT THE INTEREST OF LANDLORD IN THE PREMISES. (g) The parties hereby acknowledge that Landlord shall have provide The Carlyle Group, L.P. (“Original Tenant”) the right at any time Tenant Improvement Allowance commencing as early as January 1, 2010, which is prior to change the arrangement and/or location of entrances or passageways, doors Commencement Date. The parties further acknowledge that the use and doorways and corridors, elevators, stairs, toilets or other public parts distribution of the Building Tenant Improvement Allowance which shall be made available to Tenant pursuant to the Twelfth Amendment (hereinafter defined) shall be governed by Paragraph 4(b) hereof. To the extent Original Tenant uses the Tenant Improvement Allowance and to change there is any conflict between the name, number or designation by which the Building is commonly known. Landlord shall have the right at any time to change the arrangement and/or location terms of the parking that certain Twelfth Amendment to Commercial Lease dated on or about the date hereof (“Twelfth Amendment”) by and common areas between Landlord and Original Tenant and this Lease regarding the use of the DevelopmentTenant Improvement Allowance, the terms of this Lease shall control. In exercising its rights To the extent Original Tenant does not use any portion of the Tenant Improvement Allowance it shall remain available for use by Tenant pursuant to this Section 8(e), Landlord shall not unreasonably interfere with Tenant’s access to the Premises or its operations thereinterms hereof.

Improvements and Alterations. (a) The Premises are delivered to Tenant as a turn-key build-out inclusive space, and Tenant hereby accepts the Premises in its AS-IS, WHERE-IS condition. (b) Landlord will cooperate with Tenant in enforcing the warranties of workmanship and materials which Landlord received with respect to construction of the Premises to the extent that the repair thereof is Tenant’s responsibility hereunder. (i) Tenant shall not make any alterations, additions or improvements without the prior written consent of Landlord. Any such alterations, additions or improvements (except movable furniture, business equipment and trade fixtures) shall at once become a part of the realty and belong to Landlord. The same shall be made by Tenant, at Tenant’s sole cost and expense. Unless directed otherwise by Landlord in writing, upon termination of this Lease, Tenant shall upon demand by Landlord, at Tenant’s sole cost and expense, forthwith remove any alterations, additions or improvements. (ii) Notwithstanding the provisions of Section 8(c)(i) or (d) to the contrary, Landlord’s consent shall not be required with respect to non-material, nonstructural interior alterations, additions or improvements to the Premises and Landlord will not unreasonably withhold its consent to any material non-structural interior alterations, additions or improvements to the Premises and/or to any structural alterations, additions or improvements to the Premises, provided notice is first given in writing by Tenant to Landlord and written approval by Landlord is required for any alteration, addition or improvement that would materially affect any mechanical or electrical system. For purposes of this Section 8(c), demising walls, but not interior office walls, are deemed structural. (iii) Landlord acknowledges that Tenant’s furniture, trade fixtures, business equipment and personalty shall not be deemed alterations, additions or improvements which become Landlord’s property pursuant to the terms hereof. (d) Any repairs made pursuant to Section 7(b) hereof or alterations and improvements made pursuant to this Section 8 by Tenant as required and permitted hereunder shall be made and performed (i) as Landlord may designate on a reasonable basis, (ii) in accordance with all applicable rules and regulations of Landlord and governmental authorities having jurisdiction, (iii) in the case of new construction in keeping with plans and specifications theretofore having been approved in advance by Landlord, (iv) using mechanics and contractors having been approved by Landlord which approval shall not be unreasonably withheld; provided, however, that Landlord, at Tenant’s sole cost and expense, shall do all such work affecting the structural portions of the Building and the mechanical and electrical systems thereof, and (v) in a reasonable fashion to minimize noise, litter and/or odors resulting therefrom. The work performed by Landlord affecting the structural portions of the Building and the mechanical and electrical systems thereof shall be at reasonable and competitive cost. Tenant shall reimburse Landlord for Landlord’s reasonable costs of third party review of Tenant’s proposed structural alterations or those to the mechanical or electrical systems. (e) A. Landlord shall have the right at any time to change the arrangement arrangement, location and/or location size of entrances or passageways, doors and doorways doorways, and corridors, elevators, stairs, toilets or other public parts of the Building and Project and, upon giving Tenant reasonable notice thereof, to change the name, number or designation by which the Building Building, Project, or Complex is commonly known. B. Tenant shall not make any alterations, repairs, additions or improvements in, to or about the Premises (collectively “Tenant Alterations”) without the prior written consent of Landlord. Landlord shall have the right at any time to change the arrangement and/or location of the parking and common areas of the Development. In exercising its rights pursuant to this Section 8(e)If such consent is given, Landlord shall not unreasonably interfere with be allowed to: (i) approve all plans, (ii) require satisfactory insurance, (iii) require satisfactory security for construction obligations, (iv) require a suitable completion schedule, and (v) approve the contractor. Should Landlord’s consent be granted, any such Tenant Alterations shall be at Tenant’s access sole cost and expense including Landlord’s reasonable costs associated with such Tenant Alterations. Tenant agrees to make application and to receive building permits from applicable local municipal authorities, state and federal agencies necessary to make such Tenant Alterations. All Tenant Alterations (except movable furniture and trade fixtures) shall become the property of Landlord, and shall be surrendered with the Premises, as a part there of, at the expiration or earlier termination of the Lease; provided, however, that Landlord may, by written notice to Tenant delivered at the time Landlord grants its approval to construct or install such Tenant Alterations, require Tenant to remove any Tenant Alterations and to restore the Premises or its operations thereinto their condition prior to installation of the Tenant Alterations, at Tenant’s expense.

Improvements and Alterations. (aA) The Premises are delivered to Tenant Landlord's sole construction obligation under this Lease is as a turn-key build-out inclusive space, set forth in the Work Letter attached hereto as Exhibit “B-1” and Tenant hereby accepts the Premises in its AS-IS, WHERE-IS conditionincorporated herein by reference. (b) Landlord will cooperate with Tenant in enforcing the warranties of workmanship and materials which Landlord received with respect to construction of the Premises to the extent that the repair thereof is Tenant’s responsibility hereunder. (i) Tenant shall not make any alterations, additions or improvements without the prior written consent of Landlord. Any such alterations, additions or improvements (except movable furniture, business equipment and trade fixtures) shall at once become a part of the realty and belong to Landlord. The same shall be made by Tenant, at Tenant’s sole cost and expense. Unless directed otherwise by Landlord in writing, upon termination of this Lease, Tenant shall upon demand by Landlord, at Tenant’s sole cost and expense, forthwith remove any alterations, additions or improvements. (ii) Notwithstanding the provisions of Section 8(c)(i) or (d) to the contrary, Landlord’s consent shall not be required with respect to non-material, nonstructural interior alterations, additions or improvements to the Premises and Landlord will not unreasonably withhold its consent to any material non-structural interior alterations, additions or improvements to the Premises and/or to any structural alterations, additions or improvements to the Premises, provided notice is first given in writing by Tenant to Landlord and written approval by Landlord is required for any alteration, addition or improvement that would materially affect any mechanical or electrical system. For purposes of this Section 8(c), demising walls, but not interior office walls, are deemed structural. (iii) Landlord acknowledges that Tenant’s furniture, trade fixtures, business equipment and personalty shall not be deemed alterations, additions or improvements which become Landlord’s property pursuant to the terms hereof. (d) Any repairs made pursuant to Section 7(b) hereof or alterations and improvements made pursuant to this Section 8 by Tenant as required and permitted hereunder shall be made and performed (i) as Landlord may designate on a reasonable basis, (ii) in accordance with all applicable rules and regulations of Landlord and governmental authorities having jurisdiction, (iii) in the case of new construction in keeping with plans and specifications theretofore having been approved in advance by Landlord, (iv) using mechanics and contractors having been approved by Landlord which approval shall not be unreasonably withheld; provided, however, that Landlord, at Tenant’s sole cost and expense, shall do all such work affecting the structural portions of the Building and the mechanical and electrical systems thereof, and (v) in a reasonable fashion to minimize noise, litter and/or odors resulting therefrom. The work performed by Landlord affecting the structural portions of the Building and the mechanical and electrical systems thereof shall be at reasonable and competitive cost. Tenant shall reimburse Landlord for Landlord’s reasonable costs of third party review of Tenant’s proposed structural alterations or those to the mechanical or electrical systems. (eB) Landlord shall have the right at any time to change the arrangement and/or location of entrances or passageways, doors and doorways doorways, and corridors, elevators, stairs, toilets toilets, or other public parts of the Building or Project, and upon giving Tenant reasonable notice thereof, to change the name, number or designation by which the Building or the Project is commonly known. (C) The alterations, additions or improvements to or of the Premises or any part thereof referred to in this subparagraph (6)(C) do not include the Landlord Work. Tenant shall not make or cause to be made any alterations, additions or improvements to or of the Premises or any part thereof, or attach any fixtures or equipment thereto, without first obtaining Landlord's prior written consent (For the avoidance of doubt, Tenant may perform minimus decorative work at the Premises, such as painting or decorating the Premises, without first obtaining Landlord’s consent. In no event shall improvements or alterations which require a permit or inspections from the Township of Plainsboro be deemed de minimus for the purposes of this Article 6). Any such alterations, additions or improvements to the Premises consented to by Landlord shall have at Landlord's option be made by Landlord for Tenant's account and Tenant shall pay Landlord for the right costs thereof (including reasonable charge for Landlord's profit and overhead which shall in no event exceed 10% for profit and 5% for overhead) within ten (10) days after receipt of Landlord's statement. All such alterations, additions and improvements shall (without compensation to Tenant) at any time to change Landlord's option become Landlord's property (except movable furniture and trade fixtures) and at the arrangement and/or location end of the parking term hereof, shall remain on the Premises unless Landlord elects by notice to Tenant in connection with Tenant’s request for Landlord’s consent to the improvement or alteration to have Tenant remove same, in which event Tenant shall promptly restore the Premises to their condition prior to the installation of (i) such alterations, additions and common areas improvements, and (ii) equipment of any nature. Further, Landlord may elect by notice to Tenant to have Tenant remove not only Tenant's alterations, additions and improvements, but also any items of Tenant's equipment including but not limited to movable furniture, trade fixtures, office equipment and any cafeteria equipment. Any such equipment not removed from the Premises at the end of the DevelopmentTerm hereof or earlier termination of this Lease shall at the option of the Landlord become Landlord's property without payment of any consideration therefor. The removal of any such equipment and any alterations, additions and improvements which Landlord elects Tenant to remove will be accomplished by Tenant prior to the expiration of the term of this Lease and if not done, Tenant will be deemed a tenant at sufferance pursuant to Article 26. If Tenant does not perform such removal, Landlord may remove, destroy, store or otherwise dispose of such alterations, additions, improvements and equipment, whether or not Landlord takes title thereto. In exercising its rights addition, Tenant will pay (i) all Landlord's costs of removing, disposing or destroying any such alterations, additions, improvements and equipment whether or not Landlord takes title thereto, that Tenant is supposed to remove, which Tenant does not remove, and (ii) Landlord's cost to restore the Premises to their condition prior to the installation of any alterations, additions, improvements and equipment of any nature referred to in subdivision (i) of this sentence. Such costs will include Landlord's fees and expenses in collecting such costs and interest on such costs at the rate of fourteen (14%) percent per annum. Tenant will pay to Landlord Landlord's costs of storage of any equipment which Tenant is supposed to remove pursuant to this Section 8(e)paragraph that Tenant does not remove. Further, Landlord reserves and shall not unreasonably interfere with Tenant’s have right of access to the Premises or its operations thereinat any time within ninety (90) days prior to any projected termination of this Lease to inspect the Premises to determine alterations, additions, improvements and equipment Landlord desires Tenant to remove. This right of access is in addition to Landlord's right of access set forth in Article 16 hereof.

Improvements and Alterations. (a) The Premises are delivered to Tenant as a turn-key build-out inclusive space, Landlord shall deliver and Tenant hereby accepts shall accept the Premises in its their then current "AS-IS" condition. Landlord shall have no obligation to construct, WHERE-IS conditionrenovate, change, modify or improve the Premises in any way prior to delivery to Tenant. Tenant shall bear all obligations concerning any modifications to the Premises, all of which shall be conducted in accordance with the provisions of this Lease. (b) Landlord will cooperate with Tenant in enforcing the warranties of workmanship and materials which Landlord received with respect to construction of the Premises to the extent that the repair thereof is Tenant’s responsibility hereunder. (i) Tenant shall not make any alterations, additions or improvements without the prior written consent of Landlord. Any such alterations, additions or improvements (except movable furniture, business equipment and trade fixtures) shall at once become a part of the realty and belong to Landlord. The same shall be made by Tenant, at Tenant’s sole cost and expense. Unless directed otherwise by Landlord in writing, upon termination of this Lease, Tenant shall upon demand by Landlord, at Tenant’s sole cost and expense, forthwith remove any alterations, additions or improvements. (ii) Notwithstanding the provisions of Section 8(c)(i) or (d) to the contrary, Landlord’s consent shall not be required with respect to non-material, nonstructural interior alterations, additions or improvements to the Premises and Landlord will not unreasonably withhold its consent to any material non-structural interior alterations, additions or improvements to the Premises and/or to any structural alterations, additions or improvements to the Premises, provided notice is first given in writing by Tenant to Landlord and written approval by Landlord is required for any alteration, addition or improvement that would materially affect any mechanical or electrical system. For purposes of this Section 8(c), demising walls, but not interior office walls, are deemed structural. (iii) Landlord acknowledges that Tenant’s furniture, trade fixtures, business equipment and personalty shall not be deemed alterations, additions or improvements which become Landlord’s property pursuant to the terms hereof. (d) Any repairs made pursuant to Section 7(b) hereof or alterations and improvements made pursuant to this Section 8 by Tenant as required and permitted hereunder shall be made and performed (i) as Landlord may designate on a reasonable basis, (ii) in accordance with all applicable rules and regulations of Landlord and governmental authorities having jurisdiction, (iii) in the case of new construction in keeping with plans and specifications theretofore having been approved in advance by Landlord, (iv) using mechanics and contractors having been approved by Landlord which approval shall not be unreasonably withheld; provided, however, that Landlord, at Tenant’s sole cost and expense, shall do all such work affecting the structural portions of the Building and the mechanical and electrical systems thereof, and (v) in a reasonable fashion to minimize noise, litter and/or odors resulting therefrom. The work performed by Landlord affecting the structural portions of the Building and the mechanical and electrical systems thereof shall be at reasonable and competitive cost. Tenant shall reimburse Landlord for Landlord’s reasonable costs of third party review of Tenant’s proposed structural alterations or those to the mechanical or electrical systems. (e) Landlord shall have the right right, at any time time, and without any liability to Tenant, to change the arrangement and/or location of entrances or passageways, doors and doorways doorways, and corridors, elevators, stairs, toilets or toilets, and other public parts of the Building so long as such changes do not have an adverse effect upon Tenant's use and enjoyment of the Premises including, without limitation, access to the Premises, and subject to Paragraph 35, and upon giving Tenant reasonable notice thereof, to change the name, number or designation by which the Building is commonly known. . (c) Tenant, at Tenant's sole cost and expense, upon ten (10) days' notice to Landlord shall have the right at any time to change the arrangement and/or location make alterations, additions or improvements upon receipt of the parking and common areas prior written consent of Landlord, which consent will not be withheld, conditioned or delayed unless the making or installation of the Development. In exercising its rights pursuant to this Section 8(ealterations, additions, or improvements (i) adversely affects the Building Structure, (ii) adversely affects the Building Systems, (iii) affects the exterior appearance of the Building, (iv) do not comply with Applicable Laws (as defined in Paragraph 8 below), Landlord shall not or (v) unreasonably interfere with the normal and customary business operations of the other tenants in the Building (individually and collectively a "Design Problem"). All such alterations, additions and improvements shall be made in conformity with plans therefor approved by Landlord in writing prior to the commencement of such work and shall be performed by a tenant improvements contractor reasonably approved by Landlord. All such alterations, additions and improvements (except movable furniture, furnishings, equipment and trade fixtures) shall become the property of Landlord upon installation. All such alterations, additions or improvements shall, however, be made by Tenant at Tenant’s access 's sole expense. Landlord may, as a condition to the installation thereof and if such request is made concurrently with the approval of the plans and specifications therefore, require Tenant to remove any such alterations, additions or improvements at its sole cost and expense, it being agreed and understood that in no event will Tenant have any obligation to remove any such alterations unless, in Landlord's reasonable judgment, they do not qualify as standard office-type tenant improvements and notifies Tenant of such determination at the time Landlord approves Tenant's plans with respect to same. Notwithstanding anything to the contrary set forth herein, Tenant shall not be required to obtain Landlord's prior consent with respect to any strictly cosmetic work performed within the Premises by Tenant, such as the installation of wall coverings or floor coverings. Such alterations, additions, and improvements to the Premises made by or for Tenant following the date on which Tenant first occupies the Premises are collectively called "Alterations." All such Alterations shall be made in conformity with the --------------------------------- Landlord's Tenant's Initials Initials --------------------------------- --------------------------------- requirements of Paragraph 6 below. Once the Alterations have been completed, such Alterations shall thereafter be included in the designation of Tenant Improvements and shall be treated as Tenant Improvements. Upon termination of the Lease, or, at Landlord's option, within thirty (30) days prior to the expiration of the Lease term, Tenant shall, upon demand by Landlord, at Tenant's sole cost and expense, forthwith remove any alterations, additions or improvements (except those existing as of the Commencement Date of this Lease) made by Tenant and designated by Landlord to be removed concurrently with the approval of the plans and specifications thereof (to the extent the same do not qualify as standard office-type tenant improvements), and repair and restore the Premises to their original condition, reasonable wear and tear excepted. Any personal property left on or in the Premises at the expiration or earlier termination of this Lease shall be disposed of by Landlord in the manner provided by law, including, without limitation, California Civil Code Section 1980 et seq. Tenant releases Landlord of and from any and all claims and ------- liability for damage to or destruction or loss of property left by Tenant upon the Premises at the expiration or other termination of this Lease and Tenant hereby indemnifies Landlord against any and all claims and liability with respect thereto. Tenant further waives all claims to all property (and the proceeds thereof) abandoned by Tenant and retained or disposed of by Landlord. (d) Tenant shall not commence work on any alteration, addition or improvement until and unless Landlord has received at least ten (10) days notice that such work is to commence. Tenant shall reimburse Landlord for any actual, reasonable and documented out-of-pocket expense incurred by consultants on behalf of Landlord in reviewing and approving the plans and specifications for such work or by reason of any faulty work done by Tenant or Tenant's contractors or by reason of inadequate cleanup. Tenant or its contractors will in no event be allowed to make any improvements to the Premises which could possibly adversely affect any of the Building Systems or Building Structure without first obtaining Landlord's consent, which Landlord can withhold in its sole and absolute discretion. All work by Tenant shall be scheduled through Landlord and shall be diligently and continuously pursued from the date of its commencement through its completion. In addition to the foregoing, and at Landlord's option, Tenant shall obtain a completion and/or performance bond in a form and by a surety acceptable to Landlord and in an amount not less than one and one-half (1 1/2) times the estimated cost of such alterations, additions or improvements. (e) All alterations, additions and improvements to the Premises made by Tenant shall comply with both ADA as defined in Paragraph 8 of this Lease and with the plans therefor approved in advance by Landlord; provided, however, Landlord's approval or consent to any such work shall not impose any liability upon Landlord nor shall such approval imply that Landlord has expressed any opinion or made any warranty regarding the adequacy, sufficiency or legality of any such improvements. Such plans and any specifications associated therewith shall be prepared by an architect or interior designer reasonably approved in advance by Landlord. No such work shall proceed without Landlord's prior approval of (i) Tenant's contractor(s); (ii) certificates of insurance from a company or companies approved by Landlord, furnished to Landlord by Tenant's contractor, for combined single limit bodily injury and property damage insurance covering comprehensive general liability and automobile liability, in an amount not less than One Million Dollars ($1,000,000) per occurrence and endorsed to show Landlord as an additional named insured, and for workers' compensation as required by law (provided, however, nothing in this subparagraph shall release Tenant of its other insurance obligations hereunder) and the normal and customary contingent liability and builders risk insurance; and (iii) detailed plans and specifications for such work. All such work by Tenant shall be done in a first-class workmanlike manner and in conformity with all applicable governmental requirements, with valid building permit(s) and/or all other permits or licenses when and where required, copies of which shall be furnished to Landlord before the work is commenced, and any work not acceptable to any governmental authority or agency having or exercising jurisdiction over such work, or not reasonably satisfactory to Landlord, shall be promptly replaced and corrected at Tenant's expense. All such work shall comply with all rules and regulations reasonably established by Landlord to ensure the safety, cleanliness and good order of the Building and its occupants, including but not limited to those relating to usage of elevators and loading docks, establishment of off-Premises staging areas, disposal of -------------------------- Landlord's Tenant's Initials Initials -------------------------- -------------------------- refuse and the hours of performing operations thereinwhich result in the creation of noise, dust and odors. No such alterations, additions or improvements by Tenant shall incorporate therein any Hazardous Materials, as defined in Paragraph 9. (f) No antenna, satellite dish, microwave receiver or other receiving or transmission equipment shall be installed by Tenant in or on the roof of or about the Building or elsewhere in the common areas except with the prior written consent of Landlord, which consent may be given or withheld by Landlord in its sole and absolute discretion. Any such installation by Tenant shall be only the particular equipment specifically approved by Landlord and any such installation shall be limited to the manner and location approved by Landlord. Any such installation shall be subject to such terms and conditions as are provided by Landlord to Tenant at the time Landlord approves such installation.

Improvements and Alterations. (a) The Premises are delivered Landlord covenants that it shall deliver sole and vacant possession of the Property to Tenant, free and clear of all tenancies and parties in possession within ten (10) days after Tenant notifies Landlord that all conditions precedent of this Lease have been satisfied. In the event Landlord fails to deliver vacant possession to Tenant on a timely basis, Tenant, at its option, may take such action as a turn-key build-out inclusive spacemay be necessary to obtain such vacant possession and the costs therefor shall be deducted from Tenant's Rent, or Tenant may terminate this Lease and Tenant hereby accepts thereafter the Premises in its AS-ISparties shall be released from further liability and this Lease shall be null, WHERE-IS conditionvoid and of no effect. (b) Landlord will cooperate with After delivery of Vacant Possession, Tenant in enforcing shall be responsible, at Tenant's expense, for the warranties of workmanship and materials which Landlord received with respect to construction renovation of the Premises 3 story portion of the existing building and demolition and removal of the one story addition to that building and/or other improvements on the extent that Property (including pavement, if any) in accordance and in compliance with all local, state and federal building, demolition, environmental codes, laws and ordinances and the repair thereof is Tenant’s responsibility hereundersite plan approval by Landlord on , 2015. (ic) Tenant shall not make any alterations, additions or improvements without From and after the prior written consent of Landlord. Any such alterations, additions or improvements (except movable furniture, business equipment and trade fixtures) shall at once become a part of the realty and belong to Landlord. The same shall be made by Tenant, at Tenant’s sole cost and expense. Unless directed otherwise by Landlord in writing, upon termination of this LeaseEffective Date, Tenant shall upon demand by Landlord, at Tenant’s sole cost and expense, forthwith remove any alterations, additions or improvements. (ii) Notwithstanding the provisions of Section 8(c)(i) or (d) to the contrary, Landlord’s consent shall not be required with respect to non-material, nonstructural interior alterations, additions or improvements to the Premises and Landlord will not unreasonably withhold its consent to any material non-structural interior alterations, additions or improvements to the Premises and/or to any structural alterations, additions or improvements to the Premises, provided notice is first given in writing by Tenant to Landlord and written approval by Landlord is required for any alteration, addition or improvement that would materially affect any mechanical or electrical system. For purposes of this Section 8(c), demising walls, but not interior office walls, are deemed structural. (iii) Landlord acknowledges that Tenant’s furniture, trade fixtures, business equipment and personalty shall not be deemed alterations, additions or improvements which become Landlord’s property pursuant to the terms hereof. (d) Any repairs made pursuant to Section 7(b) hereof or alterations and improvements made pursuant to this Section 8 by Tenant as required and permitted hereunder shall be made and performed (i) as Landlord may designate on a reasonable basis, (ii) in accordance with all applicable rules and regulations of Landlord and governmental authorities having jurisdiction, (iii) in the case of new construction in keeping with plans and specifications theretofore having been approved in advance by Landlord, (iv) using mechanics and contractors having been approved by Landlord which approval shall not be unreasonably withheld; provided, however, that Landlord, at Tenant’s sole cost and expense, shall do all such work affecting the structural portions of the Building and the mechanical and electrical systems thereof, and (v) in a reasonable fashion to minimize noise, litter and/or odors resulting therefrom. The work performed by Landlord affecting the structural portions of the Building and the mechanical and electrical systems thereof shall be at reasonable and competitive cost. Tenant shall reimburse Landlord for Landlord’s reasonable costs of third party review of Tenant’s proposed structural alterations or those to the mechanical or electrical systems. (e) Landlord shall have the right at any from time to time to construct a building and/or other improvements upon the Property and to alter, renovate, add, remodel, modify, or change the arrangement building and/or location other improvements upon the Property as Tenant may deem desirable and in accordance with Landlords ordinances. Specifically, Tenant may only demolish the one-story building upon the Property. The three-story building shall not be demolished but will be substantially renovated and rehabbed in accordance with the standards for historic rehabilitation tax credits. The building and/or other improvements upon the Property shall be and remain the property of entrances or passageways, doors Tenant during the Term and doorways and corridors, elevators, stairs, toilets any Extensions of the Lease. Tenant shall not remove the building or other public parts improvements upon the Property and after the expiration of such period shall be deemed to be an abandonment thereof, whereby title shall become vested in the Building and to change the name, number or designation by which the Building is commonly known. Landlord shall have the right at any time to change the arrangement and/or location of the parking and common areas of the Development. In exercising its rights pursuant to this Section 8(e), Landlord shall not unreasonably interfere with Tenant’s access to the Premises or its operations thereinLandlord.