Common use of Improvements Clause in Contracts

Improvements. 2.3.1 Landlord shall deliver the Premises to Tenant on the Tender Date in a vacant, clean condition with all physical injury or damage to the Premises (exclusive of normal wear and tear or damage to carpeting or cosmetic elements of the Premises) repaired and all property from previous occupants removed (unless otherwise approved in advance by Tenant), without (a) any obligation on Landlord’s part to undertake any improvements or alterations therein; or (b) any representations or warranties regarding the condition thereof. Notwithstanding the foregoing, Tenant shall, at Tenant’s sole cost and expense, subject to application of the Tenant Improvement Allowance, construct in the Premises the Tenant Improvements described in the Work Agreement in accordance with the terms of the Work Agreement. In the event that Landlord and Tenant have not finally agreed upon the scope and details of the Tenant Improvements as of the date of execution of this Lease, Tenant’s submissions to Landlord of plans and specifications detailing such work shall be subject to Landlord’s written approval in accordance with the Work Agreement. The Tenant Improvements shall be subject to Landlord’s prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed, except to the extent that any component of the Tenant Improvements is structural in nature or affects, or involves a change that materially affects the base Building or any of the base Building systems (including without limitation the plumbing, electric, HVAC, mechanical or life safety systems) therein, which Tenant Improvements shall be approved or rejected by Landlord in its sole discretion. The Tenant Improvements shall comply with all applicable building codes, laws and regulations (including, without limitation, Access Laws), shall not require any changes to or modifications of any of the mechanical, electrical, plumbing or other systems of the Building, and shall otherwise be constructed in strict accordance with the terms of the Work Agreement.

Improvements. 2.3.1 Landlord shall deliver the Premises to Tenant on the Tender Date in a vacant, clean condition with all physical injury or damage to the Premises (exclusive of normal wear and tear or damage to carpeting or cosmetic elements of the Premises) repaired and all property from previous occupants removed (unless otherwise approved in advance by Tenant), without (a) any obligation on Landlord’s part to undertake any improvements or alterations therein; or (b) any representations or warranties regarding the condition thereof. Notwithstanding the foregoing, Tenant shall, at Tenant’s Landlord's sole cost and expense, subject to application complete Landlord's Work which shall be of the Tenant Improvement Allowancespecifications, construct in materials, design, finish and color of the standard adopted by Landlord for the Building. Any improvements and other work done to the Premises which in any manner exceed, change or are in addition to Landlord's Work shall be referred to as "Tenant's Work" and shall be constructed by contractors chosen by Tenant and approved by Landlord, who may be, but shall not necessarily be, the Tenant Improvements described same as Landlord's contractor. All of Landlord's Work shall be completed in the Work Agreement in substantial accordance with the terms Plans, as in Exhibit "B". Complete architectural and mechanical plans and specifications ("Landlord's Plans") shall be prepared by the architect and/or engineers designated by Landlord. The Plans for Landlord's Work shall be prepared at Landlord's expense. The Plans for Tenant's Work ("Tenant's Plans") shall be prepared by Tenant's architect at Tenant's expense. Both the Plans for Landlord's Work and the Plans for Tenant's Work are hereafter collectively referred to as "Plans". The Plans shall be consistent with the design, construction and equipment of the Work AgreementBuilding and in conformity with its standards and shall show the location and extent of any excess floor loading, all special requirements for air conditioning, plumbing and electricity and the estimated total electrical load. Tenant's Plans, both before and during construction, are subject to the written approval of Landlord, which consent cannot be unreasonably withheld. All design, construction and installation shall conform to the requirements of any and all authorities having jurisdiction thereof. Tenant shall submit Tenant's Plans within ninety (90) days after the execution of this Lease by both parties. Landlord shall respond within twenty (20) days of receipt of complete Tenant's Plans. In the event that Tenant falls to submit such information within said time period, then Landlord shall have the right to proceed as it deems appropriate in Landlord's sole discretion. In the event that any work so done by Landlord thereafter requires changes, then said changes shall be at Tenant's sole cost and expense. Notwithstanding the foregoing or anything to the contrary contained herein this Lease, the parties acknowledge and agree that Tenant have not finally agreed upon currently occupies the scope entire Premises and details that no Landlord's Work or Tenant's Work shall be required in connection with the commencement of the Tenant Improvements as of the date of execution Term of this Lease, Tenant’s submissions to Landlord of plans and specifications detailing such work shall be subject to Landlord’s written approval in accordance with the Work Agreement. The Tenant Improvements shall be subject to Landlord’s prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed, except to the extent that any component of the Tenant Improvements is structural in nature or affects, or involves a change that materially affects the base Building or any of the base Building systems (including without limitation the plumbing, electric, HVAC, mechanical or life safety systems) therein, which Tenant Improvements shall be approved or rejected by Landlord in its sole discretion. The Tenant Improvements shall comply with all applicable building codes, laws and regulations (including, without limitation, Access Laws), shall not require any changes to or modifications of any of the mechanical, electrical, plumbing or other systems of the Building, and shall otherwise be constructed in strict accordance with the terms of the Work Agreement.

Improvements. 2.3.1 Landlord shall deliver the Premises to Tenant on the Tender Date in a vacantshall, clean condition with all physical injury or damage at Landlord’s expense, complete those certain improvements to the Premises Expansion Space as shown on Exhibits A and A-1 attached hereto (exclusive the “Tenant Improvements”). If Tenant makes any revision to the space plan after such space plan has been approved by both Landlord and Tenant, then Tenant shall pay all additional costs and expenses incurred as a result of normal wear such revisions, including Landlord’s construction supervision fee of ten percent (10%) to manage and tear or damage oversee the work to carpeting or cosmetic elements be done on Tenant’s behalf. Tenant agrees to pay to Landlord, promptly upon being billed therefor, all costs and expenses incurred in connection with the changes requested by Tenant. Such costs and expenses shall include all amounts charged by the contractor performing the work (the “Contractor”) for performing such work and providing such materials (including the Contractor’s general conditions, overhead and profit). Tenant will be billed for such costs and expenses as follows: (i) forty-five percent (45%) of such costs and expenses shall be due and payable upon Tenant’s approval of the Premisescost estimates for the Tenant Improvements; (ii) repaired forty-five percent (45%) of such costs and all property from previous occupants removed expenses shall be due and payable when such work is fifty percent (unless otherwise 50%) completed; (iii) ten percent (10%) (i.e., the outstanding balance) of such costs and expenses shall be due and payable upon substantial completion. If unpaid within thirty (30) days after receipt of invoice, then the outstanding balance shall accrue interest at the rate of one percent (1%) per month until paid in full. The Expansion Space shall be deemed to be substantially complete when the work to be performed by Landlord pursuant to the plans approved in advance by Tenant)Landlord and Tenant (the “Plans”) has been completed, without (a) any obligation on as certified by Landlord’s part to undertake any improvements or alterations therein; or architect, except for items of work and adjustment of equipment and fixtures that can be completed after the Expansion Space are occupied without causing material interference with Tenant’s use of the Expansion Space (b) any representations or warranties regarding the condition thereofi.e, “punch list items”). Notwithstanding the foregoing, Tenant shall, at Tenant’s sole cost and expense, subject to application The Expansion Commencement Date shall remain the date specified in Section 1 hereinabove regardless of any delays in the substantial completion of the Tenant Improvement Allowance, construct work. Landlord covenants and agrees that all work performed in connection with the Premises construction of the Tenant Improvements described Expansion Space shall be performed in the Work Agreement a good and workmanlike manner and in accordance with the terms final approved Plans. Landlord agrees to exercise due diligence in completing the construction of the Work AgreementExpansion Space. In Landlord agrees to repair and correct any work or materials installed by Landlord or its Contractor in the event Expansion Space that prove defective as a result of faulty materials, equipment, or workmanship and that first appear within three hundred sixty (360) days after the date of occupancy of the Expansion Space. Notwithstanding the foregoing, Landlord and shall not be responsible to repair or correct any defective work or materials installed by Tenant have not finally agreed upon the scope and details or any contractor other than Landlord’s Contractor, or any work or materials that prove defective as a result of any act or omission of Tenant or any of its employees, agents, invitees, licensees, subtenants, customers, clients, or guests. During construction of the Tenant Improvements as in the Expansion Space with the approval of the date of execution of this LeaseLandlord, Tenant’s submissions to Landlord of plans and specifications detailing such work Tenant shall be subject to Landlord’s written approval in accordance with the Work Agreement. The Tenant Improvements shall be subject to Landlord’s prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed, except permitted reasonable access to the extent that any component Expansion Space, as long as such access does not interfere with or delay construction work on the Expansion Space for the purposes of the Tenant Improvements is structural in nature or affectstaking measurements, or involves a change that materially affects the base Building or any of the base Building systems (including without limitation the plumbingmaking plans, electric, HVAC, mechanical or life safety systems) therein, which Tenant Improvements shall be approved or rejected by Landlord in its sole discretion. The Tenant Improvements shall comply with all applicable building codes, laws and regulations (including, without limitation, Access Laws), shall not require any changes to or modifications of any of the mechanical, electrical, plumbing or other systems of the Buildinginstalling trade fixtures, and shall otherwise doing such other work as may be constructed appropriate or desirable to enable Tenant eventually to assume possession of and operate in strict accordance with the terms of the Work AgreementExpansion Space.

Improvements. 2.3.1 Landlord will, at its sole expense and using contractors of its ------------ choice, make improvements ("Improvements") to the Premises as specified in Exhibit C attached hereto and incorporated herein by this reference. Tenant --------- has delivered to Landlord, and Landlord has approved, its final plans with detailed specifications and listing of finish materials, all of which have been approved by Tenant. Notwithstanding anything in this Lease to the contrary, if Tenant fails to provide Landlord with such final plans, specifications, and finish material approved by Tenant on or before the date specified for such delivery, or if Tenant changes any of the plans, specifications or finish materials then the Commencement Date shall be the Anticipated Completion Date as hereafter set forth, or the date of Landlord's notification to Tenant of Substantial Completion (as hereinafter defined) of the Improvements, or the date on which Tenant takes possession of the Premises, whichever shall first occur. Upon Landlord's approval (which shall not be unreasonably withheld or delayed) of such final plans and specifications including finish materials approved by Tenant, and upon Landlord's approval of the same, Landlord shall deliver diligently undertake to construct the Improvements in accordance with such final plans, specifications and finish materials as approved by Landlord and Tenant (collectively referred to as "Final Plans"). All such construction shall be performed with due diligence and in substantial accordance with the Final Plans. Landlord agrees to use all commercially reasonable efforts to substantially complete the Improvements by April 24, 1995 ("Anticipated -------------- Completion Date"), but without any warranty as to when such Improvements shall be substantially completed.Should Landlord not so substantially complete the Improvements by May 31, 1995 and Tenant has not made any changes to Final Plans after March 15, 1995, then Tenant may cancel this Lease by providing Landlord within (10)days written notice. Landlord's obligation to construct the Improvements is specifically subject to any changes or other requirements of or imposed by all applicable governmental body(ies), agency(ies) and/or utility(ies); Landlord shall notify Tenant of any such changes and/or requirements promptly after Landlord becomes aware of the same. Any improvements to the Premises not expressly shown or stated in the Final Plans shall be made by Tenant at its sole cost and expense in accordance with Paragraph 11 of this Lease; provided, however, that notwithstanding anything in this Lease to the contrary, any delay in Landlord's construction of the Improvements caused in whole by Tenant and which are not caused by Tenant within one (1) day of written notice thereof by Landlord including, but not limited to, delays caused by additional improvements made or any changes requested by Tenant, shall not delay the Commencement Date of this Lease, and Substantial Completion, as hereinafter defined, for purposes of determining the Commencement Date of this Lease, shall be at such time as the Improvements would have been Substantially Complete absent such additional improvements made or changes requested by Tenant. It is understood that the Final Plans and the exact location of doors, walks, lighting, plumbing and all other facilities and improvements are subject to such minor changes as Landlord, or Landlord's architect or general contractor in charge of the construction of the improvements, determine to be necessary desirable in the course of construction of or to the Premises, and no such changes shall affect this Lease or constitute a breach by Landlord hereunder. If, upon substantial completion of Improvements and tender of the Premises to Tenant on the Tender Date in a vacantfor occupancy, clean condition with all physical injury or damage such Improvements do not conform exactly to the Premises (exclusive of normal wear Final Plans, but the general appearance, structural integrity and tear or damage to carpeting or cosmetic elements Tenant's use and occupancy of the Premises) repaired , the Building and all property from previous occupants removed (unless otherwise approved in advance such Improvements are not materially or unreasonably affected by Tenantsuch deviation(s), without (a) any obligation on Landlord’s part to undertake any improvements or alterations therein; or (b) any representations or warranties regarding it is agreed that the condition thereof. Notwithstanding the foregoing, Tenant shall, at Tenant’s sole cost and expense, subject to application of the Tenant Improvement Allowance, construct in the Premises the Tenant Improvements described in the Work Agreement in accordance with the terms of the Work Agreement. In the event that Landlord and Tenant have not finally agreed upon the scope and details of the Tenant Improvements as of the date of execution shall be deemed "Substantially Complete" for purposes of this Lease, and Tenant’s submissions 's obligation to Landlord of plans and specifications detailing such work shall be subject to Landlord’s written approval in accordance with the Work Agreement. The Tenant Improvements shall be subject to Landlord’s prior written approval, which approval pay Rent hereunder shall not be unreasonably withheldaffected by such deviation(s). In such event, conditioned Tenant agrees to accept the Premises and such Improvements as so constructed by Landlord. However, notwithstanding the above, Tenant shall have twenty (20) days from the date of Substantial Completion to provide Landlord with a list of items requiring repair or delayedreplacement. Upon Landlord's receipt of such list, except Landlord shall proceed to correct such "punch list" items with due diligence and in a manner designed to cause the extent that any component least possible interruption to Tenant and Tenant's use of the Tenant Improvements is structural in nature or affects, or involves a change that materially affects the base Building or any of the base Building systems (including without limitation the plumbing, electric, HVAC, mechanical or life safety systems) therein, which Tenant Improvements shall be approved or rejected by Landlord in its sole discretion. The Tenant Improvements shall comply with all applicable building codes, laws and regulations (including, without limitation, Access Laws), shall not require any changes to or modifications of any of the mechanical, electrical, plumbing or other systems of the Building, and shall otherwise be constructed in strict accordance with the terms of the Work AgreementPremises.

Improvements. 2.3.1 Landlord shall deliver Sublessee acknowledges that it is renting the Premises to Tenant on the Tender Date in a vacantan "as is" condition and shall provide all improvements that it deems necessary or desirable, clean condition with all physical injury or damage provided, however, that no material improvements shall be made to the Premises without Sublessor's prior written consent. In the event Sublessee desires to make a material improvement, Sublessee shall submit a plan to Sublessor outlining such proposed change at least thirty (exclusive of normal wear and tear 30) days prior to any proposed construction. If said plans are acceptable to the Sublessor, written consent will be given to the Sublessee. Any permission given by the Sublessor to make structural changes or damage to carpeting or cosmetic elements of alterations shall be on the Premises) repaired and all property from previous occupants removed (condition that the work shall be at Sublessee's expense, unless otherwise approved agreed in advance by Tenant)writing, without (a) any obligation on Landlord’s part to undertake any improvements or alterations therein; or (b) any representations or warranties regarding the condition thereof. Notwithstanding the foregoing, Tenant shall, at Tenant’s sole cost and expense, subject to application of the Tenant Improvement Allowance, construct in the Premises the Tenant Improvements described in the Work Agreement shall be in accordance with the terms building code and zoning laws of the Work AgreementLexington Metro. In All necessary approvals, consents, and licenses necessary to perform the event that Landlord and Tenant have not finally agreed upon proposed improvements shall be the scope and details responsibility of the Tenant Improvements as Sublessee, performed at the cost of the date Sublessee; and shall be performed by licensed contractors. All additions, fixtures and improvements upon said Premises by the Sublessee shall thereafter be the property of execution the Sublessor. Sublessee may, at any time during the Term of this LeaseSublease or at its termination, Tenant’s submissions to Landlord sever and remove all of plans its mechanical equipment and specifications detailing other personal property owned by it or placed on Premises by Sublessee during the Term of this Sublease, provided, that (i) such work removal shall be subject done so as not to Landlord’s written approval in accordance with the Work Agreement. The Tenant Improvements shall be subject to Landlord’s prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed, except cause damage to the extent that any component of the Tenant Improvements is structural in nature or affects, or involves a change that materially affects the base Building or any of the base Building systems (including without limitation the plumbing, electric, HVAC, mechanical or life safety systems) therein, which Tenant Improvements shall be approved or rejected by Landlord in its sole discretion. The Tenant Improvements shall comply with all applicable building codes, laws and regulations (including, without limitation, Access Laws), shall not require any changes to or modifications of any of the mechanical, electrical, plumbing or other systems of the BuildingPremises, and (ii) at such time all rental payments due to Sublessor are paid in full. Sublessee shall otherwise be constructed in strict accordance with repair, at Sublessee's expense, any damages to the terms of the Work AgreementPremises caused by such removal.

Improvements. 2.3.1 Landlord shall deliver the Premises to Tenant on the Tender Date in a vacant, clean its “as-is” condition with all physical injury or damage to the Premises (exclusive of normal wear and tear or damage to carpeting or cosmetic elements of the Premises) repaired and all property from previous occupants removed (unless otherwise approved in advance by Tenant), without (aA) any obligation on Landlord’s part to undertake or, except for the Improvement Allowance (as defined in the Work Agreement (hereinafter defined)) to be provided by Landlord pursuant to the Work Agreement, pay for, any improvements or alterations therein; or (bB) except as otherwise expressly set forth herein, any representations or warranties regarding the condition thereof. Notwithstanding the foregoing, Tenant shall, at Tenant’s sole cost and expense, subject to the application of the Tenant Improvement Allowance, construct in the Premises the Tenant Improvements (as defined in the Work Agreement) described in the Work Agreement attached hereto as Exhibit B (the “Work Agreement”), in substantial accordance with the terms and conditions of the Work Agreement. In the event that Landlord and Tenant have not finally agreed upon the scope and details of the Tenant Improvements as of the date of execution of this LeaseEffective Date, Tenant’s submissions to Landlord of plans and specifications detailing such work shall be subject to Landlord’s written approval in accordance with the Work Agreement. The Tenant Improvements shall be subject to Landlord’s prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed, except to the extent that any component of the Tenant Improvements is structural in nature or affects, or involves a change that materially affects the base Building or any of the base Building systems (including without limitation the plumbing, electric, HVAC, mechanical or life safety systems) therein, which Tenant Improvements shall be approved or rejected by Landlord in its sole discretion. The Tenant Improvements shall comply with all applicable building codes, laws and regulations (including, without limitation, Access Lawsthe Americans with Disabilities Act, as amended (the “ADA”)), shall not require any changes to or modifications of any of the mechanical, electrical, plumbing or other systems of the Building, and shall otherwise be constructed in strict accordance with the terms of the Work Agreement. The cost of all design, architectural and engineering work, demolition costs, construction costs, construction supervision, contractors’ overhead and profit, licenses and permits, and all other costs and expenses incurred in connection with the Tenant Improvements shall be at Tenant’s sole cost and expense, subject to the application of the Improvement Allowance pursuant to the terms and conditions of the Work Agreement. Landlord shall disburse the Improvement Allowance as provided in the Work Agreement. All costs incurred with respect to the Tenant Improvements in excess of the Improvement Allowance shall be paid by Tenant as provided in the Work Agreement. Any portion of the Improvement Allowance not expended by Tenant in undertaking the Tenant Improvements within nine (9) months after the Effective Date shall be retained by Landlord.

Improvements. 2.3.1 A. Landlord agrees that Tenant may (at Tenant's own cost and expense and after giving Landlord at least twenty (20) days' prior notice in writing of its intention to do so, including with such notice a copy of any and all plans, specifications and working drawings therefore (except that no plans, specifications and working drawings shall deliver be required for any purely decorative or non-structural alteration costing less than $100,000)) make such improvements, alterations, additions, and changes in and to the interior of the Demised Premises (except those of a structural nature) as it may find necessary or convenient for its purposes, provided that the value of the Premises to is not thereby diminished, and provided further that Tenant on the Tender Date in a vacantmay not make any improvements, clean condition with all physical injury alterations, additions or damage changes to the Demised Premises without first procuring the prior written consent of Landlord to such improvements, alterations, additions or changes (exclusive except that no such consent shall be required for any purely decorative or non-structural alteration costing less than $100,000, and no consent shall be required for replacements and upgrades of normal wear Tenant's personal property and tear or damage to carpeting or cosmetic elements of the Premises) repaired and all property from previous occupants removed (unless otherwise approved in advance by Tenant), without (a) any obligation on Landlord’s part to undertake any improvements or alterations therein; or (b) any representations or warranties regarding the condition thereof. Notwithstanding the foregoing, Tenant shall, at Tenant’s sole cost and expense, subject to application of the Tenant Improvement Allowance, construct trade fixtures made in the ordinary course of Tenant's business operations). All structural and/or exterior alterations to the Demised Premises the Tenant Improvements described in the Work Agreement in accordance with the terms of the Work Agreement. In the event that Landlord and Tenant have not finally agreed upon the scope and details of the Tenant Improvements as of the date of execution of this Lease, Tenant’s submissions to Landlord of plans and specifications detailing such work shall be subject to or any portion thereof require Landlord’s written approval in accordance with the Work Agreement. The Tenant Improvements shall be subject to Landlord’s 's prior written approvalconsent, which approval shall not be unreasonably withheld, conditioned or delayeddelayed provided that plans, except specifications and working drawings for such structural and/or exterior alterations shall have been delivered to Landlord, together with such other information reasonably requested by Landlord, in order to enable Landlord to evaluate Tenant's request for consent. If Tenant's actions are otherwise in compliance with this Article 9, all improvements, fixtures and/or equipment which Tenant may install or place in or about the Demised Premises, and all improvements, alterations, repairs or changes to the extent that any component of Demised Premises, and all signs installed in, on or about the Tenant Improvements is structural in nature or affectsDemised Premises, or involves a change that materially affects the base Building or any of the base Building systems (including without limitation the plumbingfrom time to time, electric, HVAC, mechanical or life safety systems) therein, which Tenant Improvements shall be approved at the sole cost of Tenant and shall be and become the property of Landlord (without lien or rejected by lease thereon). Landlord shall be without any obligation in its sole discretionconnection therewith. The Tenant Improvements shall comply with all applicable building codeshereby indemnifies and holds Landlord and Landlord's Affiliates harmless from any liability, laws and regulations (includingcost, without limitationobligation, Access Laws)expense or claim of lien in any manner relating to the installation, shall not require any changes to placement, removal or modifications financing of any of such improvements, alterations, repairs, changes, improvements, fixtures and/or equipment in, on or about the mechanical, electrical, plumbing or other systems of the Building, and shall otherwise be constructed in strict accordance with the terms of the Work AgreementDemised Premises.

Improvements. 2.3.1 Landlord shall deliver CABOSA/SU agrees to preserve, develop, and maintain the Premises to Tenant on the Tender Date in a vacant, clean condition Cargill Parks exclusively for recreational purposes as determined by CABOSA/SU with all physical injury or damage to the Premises (exclusive of normal wear and tear or damage to carpeting or cosmetic elements of the Premises) repaired and all property from previous occupants removed (unless otherwise approved in advance by Tenant), without (a) any obligation on Landlord’s part to undertake any improvements or alterations therein; or (b) any representations or warranties regarding the condition thereof. Notwithstanding the foregoing, Tenant shall, at Tenant’s sole cost and expensesoccer as its primary use, subject to application the review and approval by SPAR (the “Soccer Facilities”). CABOSA/SU shall be responsible for the planning, development, design, and construction of the Tenant Improvement AllowanceSoccer Facilities at Cargill Parks. CABOSA/SU shall develop and adopt a Master Site Development Plan for the Soccer Facilities at Cargill Parks following CITY and SPAR policies. CABOSA further agrees that it shall follow the Master Site Development Plan, construct and that during the term of the AGREEMENT, all development of the Soccer Facilities at Cargill Parks shall follow the Master Site Development Plan as updated and amended from time to time by CABOSA/SU, subject to the review and approval by CITY and SPAR.. No development or major construction work will be undertaken without prior consultation with the CABOSA/SU Board of Directors. All improvements made by CABOSA/SU in the Premises Cargill Parks are the Tenant Improvements described property of CABOSA/SU during the Initial Term, and all Renewal Terms of this AGREEMENT. All improvements made by CABOSA/SU in the Work Agreement Cargill Parks shall become the property of CITY without charge upon termination of this Agreement. CABOSA/SU may undertake development or maintenance projects in accordance the Cargill Parks only with the terms prior written approval of CITY and SPAR, subject to the Work Agreementreview and approval by CITY and SPAR. In SPAR and CABOSA/SU may choose to execute a separate Cooperative Endeavor Agreement for each CABOSA/SU project other than the event that Landlord Soccer Facilities at the Cargill Parks. CABOSA/SU shall provide to CITY, through SPAR, detailed development and Tenant have not finally agreed upon construction plans as well as a detailed budget for the scope and details of the Tenant Improvements as of the date of execution of this Lease, Tenant’s submissions to Landlord of plans and specifications detailing such work proposed construction. Prior written approval shall be subject obtained from SPAR before any construction may begin at the Cargill Parks. All Park development must follow the Master Site Development Plan as updated and amended from time to Landlord’s written approval in accordance with the Work Agreement. The Tenant Improvements shall be subject to Landlord’s prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed, except to the extent that any component of the Tenant Improvements is structural in nature or affects, or involves a change that materially affects the base Building or any of the base Building systems (including without limitation the plumbing, electric, HVAC, mechanical or life safety systems) therein, which Tenant Improvements shall be approved or rejected by Landlord in its sole discretion. The Tenant Improvements shall comply with all applicable building codes, laws and regulations (including, without limitation, Access Laws), shall not require any changes to or modifications of any of the mechanical, electrical, plumbing or other systems of the Buildingtime, and CABOSA/SU shall otherwise be constructed ensure that all federal, state, and local laws, regulations, and ordinances are complied with. All improvements made by CABOSA/SU in strict accordance with the terms Cargill Parks shall become the property of the Work CITY without charge upon termination of said separate Agreement.

Improvements. 2.3.1 Landlord shall deliver the Premises to Tenant on the Tender Date in a vacant, clean condition with all physical injury or damage make (i) such modifications to the Premises as are required by the Americans With Disability Act of 1990 (exclusive of normal wear and tear or damage to carpeting or cosmetic elements of the Premises"Act") repaired and all property from previous occupants removed (unless otherwise approved in advance by Tenant), without (a) any obligation on Landlord’s part to undertake any improvements or alterations therein; or (b) any representations or warranties regarding the condition thereof. Notwithstanding the foregoing, Tenant shall, at Tenant’s sole cost and expense, subject to application of the Tenant Improvement Allowance, construct in the Premises the Tenant Improvements described in the Work Agreement in accordance with the terms of the Work Agreement. In the event that Landlord and Tenant have not finally agreed upon the scope and details of the Tenant Improvements as of the date of this Lease; provided, however, that Tenant shall be responsible for any and all modifications required under the Act as the result of Tenant alterations or improvements made as part of Tenant's Work and subsequent to the Tenant's Work, and (ii) such modifications to the Premises as are required above the ceiling by local and state code; provided, however, that Tenant shall be responsible for (1) all code compliance work below the ceiling of the Premises, other than as specified above with respect to the Act, and (2) any and all modifications required by code as the result of Tenant alterations or improvements made subsequent to Tenant's Work. Landlord's obligations under the preceding sentence are hereinafter referred to as "Landlord's Work". Landlord's Work shall be provided at Landlord's cost, without contribution by Tenant through the Tenant Allowance (as hereinafter defined), Operating Expenses or otherwise, subject to the other provisions of this Paragraph 2. With the exception of Landlord's Work and the Tenant's Work to be provided pursuant to the below provisions of this Paragraph 2, the Premises are leased to Tenant "as is" without any obligation of Landlord to make improvements or alterations of any kind. Promptly after full execution of this Lease, Landlord shall obtain all permits necessary for construction of the Tenant’s submissions 's Work, and thereafter shall cause Tenant's Work (as hereinafter defined) to Landlord of plans be constructed in a good and specifications detailing such work shall be subject to Landlord’s written approval workmanlike manner, lien free, and in accordance with the plans which have been approved by Landlord and Tenant and are attached hereto as Exhibit D (the "Approved Plans") and all legal requirements. Landlord shall exercise reasonable efforts to cause the Tenant's Work Agreement. The Tenant Improvements shall to be subject to Landlord’s prior written approvalcompleted by the commencement of the Term, which approval but Landlord shall not be unreasonably withheld, conditioned or delayed, except liable for the failure to the extent that any component achieve said date (beyond abatement of the Tenant Improvements rent where said abatement is structural in nature or affects, or involves a change that materially affects the base Building or any of the base Building systems (including without limitation the plumbing, electric, HVAC, mechanical or life safety systems) therein, which Tenant Improvements shall be approved or rejected by Landlord in its sole discretion. The Tenant Improvements shall comply with all applicable building codes, laws and regulations (including, without limitation, Access Laws), shall not require any changes to or modifications of any of the mechanical, electrical, plumbing or other systems of the Building, and shall otherwise be constructed in strict accordance with the terms of the Work Agreement.provided for under

Improvements. 2.3.1 Landlord Tenant shall deliver improve the Premises to Tenant on the Tender Date in a vacant, clean condition accordance with all physical injury or damage to the Premises (exclusive of normal wear plans and tear or damage to carpeting or cosmetic elements of the Premises) repaired and all property from previous occupants removed (unless otherwise specifications approved in advance by TenantLandlord (the “Plans”), without (a) any obligation on Landlord’s part to undertake any improvements or alterations therein; or (b) any representations or warranties regarding the condition thereof. Notwithstanding the foregoing, Tenant shall, at Tenant’s sole cost and expense, subject to application of the Tenant Improvement Allowance, construct in the Premises the Tenant Improvements described in the Work Agreement in accordance with the terms of the Work Agreement. In the event that Landlord and Tenant have not finally agreed upon the scope and details of the Tenant Improvements as of the date of execution of this Lease, Tenant’s submissions to Landlord of plans and specifications detailing such work shall be subject to Landlord’s written approval in accordance with the Work Agreement. The Tenant Improvements shall be subject to Landlord’s prior written approval, which approval shall not be unreasonably withheldwithheld or delayed (such improvements are referred to herein as the (“Improvements”). Tenant shall perform the Improvements at its own cost, conditioned or delayed, except subject to the extent that Landlord’s Contribution (hereinafter defined). Tenant shall cause the Plans to be prepared, at Tenant’s cost. Tenant shall cause any component plans for any mechanical, electrical and plumbing work to be prepared by Landlord’s engineers. Tenant shall furnish the initial draft of the Plans to Landlord for its review and approval. Landlord shall within seven (7) days after receipt either provide comments to such Plans or approve the same and Xxxxxxxx’s failure to timely respond shall be deemed approval. If Landlord provides Tenant Improvements is structural in nature or affects, or involves a change that materially affects with comments to the base Building or any initial draft of the base Building systems Plans, Tenant shall provide revised Plans to Landlord incorporating Landlord’s comments within seven (including without limitation 7) days after receipt of Landlord’s comments. Landlord shall within seven (7) days after receipt then either provide comments to such revised Plans or approve such Plans. The process described above shall be repeated, if necessary, until the plumbing, electric, HVAC, mechanical or life safety systems) therein, which Tenant Plans have been finally approved by Landlord. The Improvements shall be approved performed by a contractor (the “Contractor”) reasonably acceptable to Landlord, which approval shall not be unreasonably withheld or rejected by Landlord in its sole discretiondelayed. The Tenant hereby agrees that the Plans for the Improvements shall comply with all applicable building codes, laws and regulations (including, without limitation, Access Laws), shall not require any changes to or modifications regulations. Xxxxxxxx’s approval of any of the mechanical, electrical, plumbing Plans (or other systems any modifications or changes thereto) shall not impose upon Landlord or its agents or representatives any obligation with respect to the design of the Building, Improvements or the compliance of such Improvements or the Plans with applicable laws and regulations. All Improvements shall otherwise be constructed in strict accordance a good and workmanlike manner, and only good grades of material shall be used. All Improvements shall be performed in such a fashion and by such means as necessary to maintain a professional work environment in the areas surrounding the space to be improved. Tenant shall only use labor that will work in peace and harmony with other contractors and workers serving the terms Building in constructing the Improvements. Tenant shall avoid actions which interfere with or delay the activities of other contractors serving the Work AgreementBuilding and other tenants. Tenant shall permit Landlord to observe and monitor all Improvements.

Improvements. 2.3.1 Tenant shall not make or allow to be made any alterations or physical additions in or to the Leased Premises without first obtaining the written consent of Landlord. Any permanently attached alterations, physical additions or improvements to the Leased Premises made by Tenant shall at once become the property of Landlord and shall deliver be surrendered to Landlord upon the expiration or termination of this Lease; provided, however, Landlord, at its option and, pursuant to written notice given to Tenant before the installation of such improvements, may require Tenant to remove any physical additions and/or repair any alterations in order to restore the Leased Premises to the condition existing at the time Tenant on took possession, all costs of removal and/or alterations to be borne by Tenant. This clause shall not apply to moveable or removable equipment or furniture owned by Tenant, which may be removed by Tenant at the Tender Date end of the Term if Tenant is not then in a vacant, clean condition with all physical injury or damage default. With respect to the construction work (not related to the tenant improvement work of Landlord) to be performed in the Leased Premises, Tenant shall be allowed to undertake both "building standard" and "non-building standard" leasehold improvements within the Leased Premises (exclusive except where the same relate to base building structural and/or mechanical work) through outside contractors of normal wear and tear or damage to carpeting or cosmetic elements of the Premises) repaired and all property from previous occupants removed (unless otherwise approved in advance by Tenant), without (a) any obligation on Landlord’s part to undertake any improvements or alterations therein; or (b) any representations or warranties regarding the condition thereof. Notwithstanding the foregoing, Tenant shall, at Tenant’s sole cost and expenseits own choosing, subject to application Landlord's approval, and subject to Tenant providing to Landlord the necessary proof of the Tenant Improvement Allowanceinsurances reasonably required to be carried by such outside contractors, construct provided the entry and work on the part of such outside contractors (i) shall be in the Premises the Tenant Improvements described in the Work Agreement in accordance harmony with the terms Landlord's contractors and their subcontractors and (ii) shall not unreasonably interfere with or delay completion of the Work Agreement. In the event that Landlord and Tenant have not finally agreed upon the scope and details of the Tenant Improvements as of the date of execution of this Lease, Tenant’s submissions work to Landlord of plans and specifications detailing such work shall be subject to Landlord’s written approval in accordance with the Work Agreement. The Tenant Improvements shall be subject to Landlord’s prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed, except to the extent that any component of the Tenant Improvements is structural in nature or affects, or involves a change that materially affects the base Building or any of the base Building systems (including without limitation the plumbing, electric, HVAC, mechanical or life safety systems) therein, which Tenant Improvements shall be approved or rejected performed by Landlord in the Leased Premises or elsewhere in the Building. Tenant shall indemnify and hold harmless Landlord, its sole discretion. The Tenant Improvements shall comply with agents, officers, directors, employees, contractors, and any mortgagee of Landlord from and against any and all applicable building codeslosses, laws damages, costs (including costs of suit and regulations (including, without limitation, Access Lawsattorney's fees), shall not require any changes liabilities or causes of action for injury to or modifications death of any of the mechanicalperson, electricalfor damage to any property, plumbing and for mechanic's, materialmen's or other systems liens or claims arising out of the Building, and shall otherwise be constructed or in strict accordance connection with the terms of work done by the Work AgreementTenant.

Improvements. 2.3.1 Landlord, at its sole cost and expense, will re-pave and re-stripe the parking facilities of the Building using Building Standard quality and quantities of materials and paint (the “Landlord’s Work”), the cost of which shall not be included in Operating Expenses. Landlord shall deliver use commercially reasonable efforts to substantially complete the Landlord’s Work on or before the Commencement Date, subject to delays attributable to Force Majeure or the acts or omissions of Tenant, or Tenant’s agents, employees or contractors. Tenant acknowledges and agrees that Tenant is currently in possession of the Premises under the “Existing Sublease” (as hereinafter defined) and will continue to Tenant on the Tender Date in a vacant, clean condition with all physical injury or damage to occupy the Premises (exclusive while Landlord performs the Landlord’s Work. Tenant agrees to reasonably cooperate with Landlord to facilitate the substantial completion of normal wear the Landlord’s Work in an expeditious manner. Landlord shall use reasonable efforts to perform the Landlord’s Work with minimal disruption and tear or damage interference to carpeting or cosmetic elements Tenant’s use of the Premises) repaired and all property from previous occupants removed (unless otherwise approved in advance by Tenant), without (a) any obligation on Landlord’s part to undertake any improvements or alterations therein; or (b) any representations or warranties regarding the condition thereof. Notwithstanding the foregoing, Tenant shall, at Tenant’s sole cost and expense, subject to application of the Tenant Improvement Allowance, construct in the Premises the Tenant Improvements described in the Work Agreement in accordance with the terms of the Work Agreement. In the event acknowledges that Landlord and Tenant have not finally agreed upon will perform the scope and details of the Tenant Improvements as of the date of execution of this Lease, Tenant’s submissions to Landlord of plans and specifications detailing such work shall be subject to Landlord’s written approval in accordance with the Work Agreementduring Normal Building Hours. The Tenant Improvements shall be subject to Landlord’s prior written approval, which approval Landlord shall not be unreasonably withheldobligated to perform such work outside of Normal Building Hours. However, conditioned Landlord may, in its discretion, perform portions of such work outside of Normal Building Hours. Except for the Landlord’s Work and Landlord’s maintenance and repair obligations hereunder, Landlord shall have no obligation to make any improvements or delayed, except modifications to the extent that Premises. Neither Landlord nor Landlord’s agents have made any component of representations, warranties or promises with respect to the Tenant Improvements is structural in nature or affectsProject, or involves a change that materially affects the base Building or any of the base Building systems (including without limitation the plumbing, electric, HVAC, mechanical or life safety systems) therein, which Tenant Improvements shall be approved or rejected by Landlord in its sole discretion. The Tenant Improvements shall comply with all applicable building codes, laws and regulations (including, without limitation, Access Laws), shall not require any changes to or modifications of any of the mechanical, electrical, plumbing or other systems physical condition of the Building, and shall otherwise be constructed the Land or the Premises, or any matter or thing affecting or related to the Premises, except as expressly set forth in strict accordance with the terms of the Work Agreementthis Lease.

Improvements. 2.3.1 Landlord Tenant shall deliver improve the 10th Floor Premises to Tenant on the Tender Date in a vacant, clean condition accordance with all physical injury or damage to the Premises (exclusive of normal wear plans and tear or damage to carpeting or cosmetic elements of the Premises) repaired and all property from previous occupants removed (unless otherwise specifications approved in advance by TenantLandlord (the “Plans”), without (a) any obligation on Landlord’s part to undertake any improvements or alterations therein; or (b) any representations or warranties regarding the condition thereof. Notwithstanding the foregoing, Tenant shall, at Tenant’s sole cost and expense, subject to application of the Tenant Improvement Allowance, construct in the Premises the Tenant Improvements described in the Work Agreement in accordance with the terms of the Work Agreement. In the event that Landlord and Tenant have not finally agreed upon the scope and details of the Tenant Improvements as of the date of execution of this Lease, Tenant’s submissions to Landlord of plans and specifications detailing such work shall be subject to Landlord’s written approval in accordance with the Work Agreement. The Tenant Improvements shall be subject to Landlord’s prior written approval, which approval shall not be unreasonably withheld, conditioned conditioned, or delayeddelayed (such improvements are referred to herein as the “Improvements”). Tenant shall perform the Improvements at its own cost, except subject to the extent that Landlord’s Contribution (hereinafter defined). Tenant shall cause the Plans to be prepared, at Tenant’s cost. Tenant shall cause any component plans for any mechanical, electrical and plumbing work to be submitted and approved in advance by Landlord’s engineers. Tenant shall furnish the initial draft of the Plans to Landlord for its review and approval. Landlord shall within seven (7) days after receipt either provide comments to such Plans or approve the same. If Landlord provides Tenant Improvements is structural in nature or affects, or involves a change that materially affects with comments to the base Building or any initial draft of the base Building systems Plans, Tenant shall provide revised Plans to Landlord incorporating Landlord’s comments within seven (including without limitation 7) days after receipt of Landlord’s comments. Landlord shall within seven (7) days after receipt then either provide comments to such revised Plans or approve such Plans. The process described above shall be repeated, if necessary, until the plumbing, electric, HVAC, mechanical or life safety systems) therein, which Tenant Plans have been finally approved by Landlord. The Improvements shall be approved or rejected performed by a contractor reasonably acceptable to Landlord in its sole discretion(the “Contractor”). The Tenant hereby agrees that the Plans for the Improvements shall comply with all applicable building codes, laws and regulations (including, without limitation, Access Laws), shall not require any changes to or modifications regulations. Landlord’s approval of any of the mechanical, electrical, plumbing Plans (or other systems any modifications or changes thereto) shall not impose upon Landlord or its agents or representatives any obligation with respect to the design of the BuildingImprovements or the compliance of such Improvements or the Plans with applicable laws and regulations. The contractor Tenant chooses to perform the construction of the Improvements shall be subject to the approval of Landlord, and which approval shall otherwise not be unreasonably withheld, conditioned, or delayed. All Improvements shall be constructed in strict accordance a good and workmanlike manner, and only good grades of material shall be used. All Improvements shall be performed in such a fashion and by such means as necessary to maintain a professional work environment in the areas surrounding the space to be improved. Tenant shall only use labor that will work in peace and harmony with other contractors and workers serving the terms Building in constructing the Improvements. Tenant shall avoid actions which interfere with or delay the activities of other contractors serving the Work AgreementBuilding and other tenants. Tenant shall permit Landlord to observe and monitor all Improvements.

Improvements. 2.3.1 The parties acknowledge and agree that the Landlord work shall be performed by contractors chosen and under contracts (the "Landlord Work Contracts") executed and performed by Landlord as owner of the Premises. As a condition to Landlord's performance of its obligations under this Lease including in particular the initiation, undertaking or completion of the Landlord Work, Tenant agrees to fully advance and reimburse Landlord for all costs incurred by Landlord in undertaking the Landlord Work. Tenant acknowledges and agrees that prior to Landlord's execution or undertaking of any Landlord Work Contracts, Tenant shall advance and deposit with Landlord all reasonably anticipated costs of performing such Landlord Work Contracts. Landlord shall deliver provide Tenant with notice of such costs and Tenant shall remit the same to Landlord within ten (10) calendar days from and after the date of such notice. Tenant hereby authorizes Landlord to expend all such funds held on deposit hereunder under and in accordance with all applicable Landlord Work Contracts. In the event excess or unexpected costs are incurred under any Landlord Work Contracts, Landlord shall notify Tenant of the same and within five (5) calendar days thereafter, Tenant shall advance the full amount thereof to Landlord provided, that such advance shall in all events be made prior to the date on which the work giving rise to such excess or unexpected costs is performed. Tenant's failure to timely provide any or all funds required hereunder to Landlord shall (i) constitute a default by Tenant hereunder which default shall be the same as Tenant's failure to pay Rent hereunder, (ii) relieve Landlord from all responsibility with respect to the performance of the Landlord Work hereunder, and (iii) relieve Landlord from all responsibility with respect to delivery of the Premises to Tenant on in the Tender Date condition and at the times contemplated hereunder, and (iv) result in a vacant, clean condition with all physical injury or damage Landlord's ability to the Premises (immediately terminate this Lease and enjoy immediate and exclusive of normal wear and tear or damage to carpeting or cosmetic elements possession of the entire Premises) repaired and all property from previous occupants removed (unless otherwise approved in advance by Tenant), including without limit the Warehouse Space, without (a) any further obligation on Landlord’s part to undertake any improvements or alterations therein; or (b) any representations or warranties regarding the condition thereof. Notwithstanding the foregoing, Tenant shall, at Tenant’s sole cost and expense, subject to application of the Tenant Improvement Allowance, construct in the Premises the Tenant Improvements described in the Work Agreement in accordance with the terms of the Work Agreement. In the event that Landlord and Tenant have not finally agreed upon the scope and details of the Tenant Improvements as of the date of execution of this Lease, Tenant’s submissions to Landlord of plans and specifications detailing such work shall be subject to Landlord’s written approval in accordance with the Work Agreement. The Tenant Improvements shall be subject to Landlord’s prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed, except to the extent that any component of the Tenant Improvements is structural in nature or affects, or involves a change that materially affects the base Building or any of the base Building systems (including without limitation the plumbing, electric, HVAC, mechanical or life safety systems) therein, which Tenant Improvements shall be approved or rejected by Landlord in its sole discretion. The Tenant Improvements shall comply with all applicable building codes, laws and regulations (including, without limitation, Access Laws), shall not require any changes to or modifications of any of the mechanical, electrical, plumbing or other systems of the Building, and shall otherwise be constructed in strict accordance with the terms of the Work Agreementhereunder.

Improvements. 2.3.1 The improvements to be constructed by Landlord shall deliver for Tenant's use in the Premises to Tenant Promises are set forth in detail on the Tender Date in a vacant, clean condition with all physical injury or damage to the Premises (exclusive of normal wear and tear or damage to carpeting or cosmetic elements of the Premises) repaired and all property from previous occupants removed (unless otherwise approved in advance by Tenant), without (a) any obligation on Landlord’s part to undertake any improvements or alterations therein; or (b) any representations or warranties regarding the condition thereof. Notwithstanding the foregoing, Tenant shall, at Tenant’s sole cost and expense, subject to application of the Tenant Improvement Allowance, construct in the Premises the Tenant Improvements described in the Work Agreement in accordance with the terms of the Work Agreementattached Exhibit "C". In the event of changes to any of the work set forth in Exhibit "C" (whether such changes are required by any public agency, or by reason of any error or omission in plans because of information provided to Landlord by Tenant, or because requested in writing by Tenant and accepted in writing by Landlord), Tenant shall pay to Landlord Landlord's costs related to such changes before work in regard to such changes is commenced; provided, however, in no ever, shall Landlord's failure to demand such payment before commencement of work in regard to such changes, or Tenant's failure to pay for the same before commencement of work in regard to such changes, be deemed to be a waiver of Landlord's right to require or enforce collection of such payment for changes at any time thereafter. Landlord's costs related to the changes shall include, without limitation, all architectural, contractor and engineering expenses, and the cost of all building and other permits, and inspection fees. Tenant acknowledges that Landlord and or a person or entity related to and/or controlled by Landlord may serve as Landlord's architect, engineer and/or contractor in regard to the above-described work and, in the event of any changes, Landlord's costs shall be deemed to include architect, engineering and/or contractor expenses at the rates charged to third parties by Landlord and/or such related person or entity for such services, when performed independently of any lease agreement. Since any construction work performed on the Premises by Tenant have not finally agreed upon the scope and details prior to substantial completion of the Tenant Improvements as work required of Landlord pursuant to this Paragraph 2.2 may interfere with the date work required of execution Landlord or with Landlord's ability to obtain a Certificate of this LeaseCompletion therefor, Tenant’s submissions to Landlord of plans and specifications detailing any such work by Tenant shall be subject to Landlord’s written approval in accordance with the Work Agreement. The Tenant Improvements shall be subject to Landlord’s prior written approvalprovisions of Paragraph 12.1 hereof, which approval shall not be unreasonably withheld, conditioned or delayed, except to the extent that any component of the Tenant Improvements is structural in nature or affects, or involves a change that materially affects the base Building or any of the base Building systems (including without limitation the plumbing, electric, HVAC, mechanical or life safety systems) therein, which Tenant Improvements shall be approved or rejected by and Landlord may in its sole discretion. The Tenant Improvements shall comply with all applicable building codes, laws and regulations (including, without limitation, Access Laws), shall not require discretion withhold its consent to any changes to or modifications of any of the mechanical, electrical, plumbing or other systems of the Building, and shall otherwise be constructed in strict accordance with the terms of the Work Agreementsuch work by Tenant.

Improvements. 2.3.1 Landlord As soon as reasonably practicable after execution of this Lease, Lessor shall deliver commence the Premises to Tenant on the Tender Date in a vacant, clean condition with all physical injury or damage to the Premises (exclusive of normal wear and tear or damage to carpeting or cosmetic elements of the Premises) repaired and all property from previous occupants removed (unless otherwise approved in advance by Tenant), without (a) any obligation on Landlord’s part to undertake any improvements or alterations therein; or (b) any representations or warranties regarding the condition thereof. Notwithstanding the foregoing, Tenant shall, at Tenant’s sole cost and expense, subject to application of the Tenant Improvement Allowance, construct in the Premises the Tenant Improvements described in the Work Agreement Letter, Exhibit X. Xxxxxx shall make all Improvements in the Work Letter, the cost allocation of which is as set forth in Exhibit B, using properly licensed, insured and bonded contractors, in accordance with the terms of the Work Agreement. In the event that Landlord and Tenant have not finally agreed upon the scope and details of the Tenant Improvements as of the date of execution of this Lease, Tenant’s submissions to Landlord of plans and specifications detailing such work shall be subject to Landlord’s written approval in accordance with approved by the Work AgreementCharter School, PSFA, and all other required governmental authorities. The Tenant Improvements shall be subject based on the Plans and Specifications which are designed and constructed to Landlord’s prior written approvalmeet all requirements for Educational Occupancy (“E-Occupancy”) in the International Building Code, which approval shall not be unreasonably withheld, conditioned or delayed, except and to the extent that any component of the Tenant Improvements is structural in nature or affects, or involves a change that materially affects the base Building or any of the base Building systems (including without limitation the plumbing, electric, HVAC, mechanical or life safety systems) therein, which Tenant meet all applicable Statewide Adequacy Requirements. The Improvements shall be approved or rejected constructed by Landlord in its sole discretionthe date set forth on Exhibit B, ready for certification for Charter School’s occupancy by all required authorities. The Tenant Upon completion of the Improvements and issuance of a Certificate of Occupancy, the Charter School shall comply with take possession of the Improvements and all applicable building codesconstruction warranties shall be assigned to the Charter School. XXXXXX ACKNOWLEDGES AND AGREES THAT THE PLANS AND SPECIFICATIONS WILL BE PREPARED JOINTLY WITH XXXXXX, laws and regulations AND THAT IT HAS BEEN AFFORDED THE FULL OPPORTUNITY TO COMMENT ON AND APPROVE THE PLANS AND SPECIFICATIONS. WITH REGARD TO THE IMPROVEMENTS DESCRIBED IN EXHIBIT B AND CONSTRUCTED BY LESSOR, LESSEE WAIVES ITS RIGHT TO RECOVER FROM, AND FOREVER RELEASES AND DISCHARGES THE LESSOR PARTIES (includingDEFINED BELOW) FROM ANY AND ALL CLAIMS (DEFINED BELOW) THAT MAY ARISE ON ACCOUNT OF OR IN ANY WAY BE CONNECTED WITH THE CONSTRUCTION OF THE BUILDING OR IMPROVEMENTS IN ACCORDANCE WITH THE PLANS AND SPECIFICATIONS, without limitationINCLUDING, Access LawsBY WAY OF EXAMPLE ONLY AND WITHOUT LIMITATION, THAT THE BUILDING, IMPROVEMENTS OR PROPERTY OR ANY PART THEREOF (A) IS NOT IN COMPLIANCE WITH ANY RULE OR REGULATION IMPOSED BY THE PSFA AT THE TIME OF CONSTRUCTION, (B) DOES NOT MEET EDUCATIONAL OCCUPANCY REQUIREMENTS OF THE GOVERNMENTAL AUTHORITIES WITH JURISDICTION AND THE STATEWIDE ADEQUACY STANDARDS FOR NEW MEXICO PUBLIC SCHOOLS AS CONTEMPLATED BY NMSA 1978, §22-8B-4.2(D)(2), shall not require any changes to or modifications of any of the mechanical, electrical, plumbing or other systems of the Building, and shall otherwise be constructed in strict accordance with the terms of the Work Agreement.AT THE TIME OF CONSTRUCTION (C) DOES NOT MEET ALL E-OCCUPANCY REQUIREMENTS OR

Improvements. 2.3.1 Landlord shall deliver the Premises to Tenant on the Tender Date in a vacant, clean its "as-is" condition with all physical injury or damage to the Premises (exclusive of normal wear and tear or damage to carpeting or cosmetic elements of the Premises) repaired and all property from previous occupants removed (unless otherwise approved in advance by Tenant), without (a) any obligation on Landlord’s 's part to (A) undertake any improvements or alterations therein; (B) except for the Improvement Allowance (as defined in the Work Agreement [hereinafter defined]) to be provided by Landlord pursuant to the Work Agreement, pay for, any improvements or alterations therein; or (bC) make any representations or warranties regarding the condition thereofof the Premises; provided, however, that as of the Possession Date (hereinafter defined), the Building shall comply with the Base Building Shell Definition attached as Exhibit F hereto. Notwithstanding the foregoing, Tenant shall, at Tenant's sole cost and expense, subject to the application of the Improvement Allowance, construct in the Premises the Tenant Improvements (as defined in the Work Agreement) described in the Work Agreement attached hereto as Exhibit B (the "Work Agreement"), in accordance with the terms and conditions of the Work Agreement. The cost of all design, architectural and engineering work, demolition costs, construction costs, construction supervision, contractors’ overhead and profit, licenses and permits, and all other costs and expenses incurred in connection with the Tenant Improvements shall be at Tenant’s sole cost and expense, subject to the application of the Tenant Improvement Allowance, construct . Landlord shall disburse the Improvement Allowance as provided in the Premises the Tenant Improvements described in the Work Agreement in accordance with the terms of the Work Agreement. In All costs incurred with respect to the event that Landlord and Tenant have not finally agreed upon Improvements in excess of the scope and details Improvement Allowance shall be paid by Tenant as provided in the Work Agreement. Any delay by Tenant in the completion of the Tenant Improvements as of the date of execution of this Lease, Tenant’s submissions to Landlord of plans and specifications detailing such work shall be subject to Landlord’s written approval in accordance with the Work Agreement. The Tenant Improvements shall be subject to Landlord’s prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed, except to the extent that any component of the Tenant Improvements is structural in nature or affectsdelay, or involves a change that materially affects otherwise affect, the base Building Possession Date or any of the base Building systems (including without limitation the plumbing, electric, HVAC, mechanical or life safety systems) therein, which Tenant Improvements shall be approved or rejected by Landlord in its sole discretion. The Tenant Improvements shall comply with all applicable building codes, laws and regulations (including, without limitation, Access Laws), shall not require any changes to or modifications of any of the mechanical, electrical, plumbing or other systems of the Building, and shall otherwise be constructed in strict accordance with the terms of the Work AgreementCommencement Date.

Improvements. 2.3.1 Using Building standard materials, components and finishes, Landlord shall deliver cause the Premises to Tenant on installation and/or construction of the Tender Date improvements in a vacant, clean condition with all physical injury or damage to the Premises (exclusive the “Improvements”) pursuant to that certain space plan attached to this Lease as Exhibit A (the “Space Plan”). Other than as expressly contemplated by Section 3.1 below, Tenant shall make no changes, additions or modifications to the Improvements or the Space Plan or require the installation of normal wear and tear any “Non-Conforming Improvements” (as that term is defined in Article 2, below), without the prior written consent of Landlord, which consent may be withheld in Landlord’s sole discretion if such change or damage modification would directly or indirectly delay the “Substantial Completion” (as that term is defined in Section 5.1, below) of the Improvements or impose any additional costs. Notwithstanding the foregoing or any contrary provision of this Lease, all Improvements shall be deemed Landlord’s property under the terms of this Lease. Notwithstanding any provision to carpeting or cosmetic elements the contrary contained in this Work Letter Agreement, in no event shall the cost of the Improvements exceed a total amount equal to […***…] Dollars ($[…***…]) (i.e., […***…] Dollars ($[…***…]) per each of the rentable square feet of the Premises) repaired and all property from previous occupants removed (unless otherwise approved the “Landlord Contribution Amount”). All costs in excess of the Landlord Contribution Amount shall be paid to Landlord by Tenant in advance within five (5) days following Tenant’s receipt of a request therefor. All such funds provided by Tenant), without (a) any obligation on Landlord’s part Tenant shall be disbursed by Landlord and exhausted prior to undertake any improvements or alterations therein; or (b) any representations or warranties regarding disbursement of the condition thereofLandlord Contribution Amount. Notwithstanding any provision to the foregoingcontrary contained in this Lease or this Work Letter, Tenant shallbut except as expressly provided in Section 6.8 below, at Tenant’s sole cost and expense, subject in no event shall the Landlord be obligated to application of pay (via the Tenant Improvement Allowance, construct in the Premises the Tenant Improvements described in the Work Agreement in accordance Landlord Contribution Amount or otherwise) for any moving costs or expenses or any costs or expenses associated with the terms of the Work Agreement. In the event that Landlord and Tenant have not finally agreed upon the scope and details of the Tenant Improvements as of the date of execution of this Leasepurchase, Tenant’s submissions to Landlord of plans and specifications detailing such work shall be subject to Landlord’s written approval in accordance with the Work Agreement. The Tenant Improvements shall be subject to Landlord’s prior written approvalinstallation, which approval shall not be unreasonably withheld, conditioned operation or delayed, except to the extent that any component of the Tenant Improvements is structural in nature or affects, or involves a change that materially affects the base Building or any of the base Building systems (including without limitation the plumbing, electric, HVAC, mechanical or life safety systems) therein, which Tenant Improvements shall be approved or rejected by Landlord in its sole discretion. The Tenant Improvements shall comply with all applicable building codes, laws and regulations (including, without limitation, Access Laws), shall not require any changes to or modifications maintenance of any of the mechanicalfurniture, electricalfixtures, plumbing or other systems of the Buildingequipment, and shall otherwise be constructed in strict accordance with the terms of the Work Agreement.art, cabling, audio/visual equipment, access controls, security equipment and/or office signage. *** Confidential Treatment Requested EXHIBIT B

Improvements. 2.3.1 (i) Landlord shall deliver the Premises to Tenant on the Tender Date in a vacant, clean condition with all physical injury or damage to the Premises (exclusive of normal wear and tear or damage to carpeting or cosmetic elements of the Premises) repaired and all property from previous occupants removed (unless otherwise approved in advance by Tenant)its “as-is” condition, without (aA) any obligation on Landlord’s part to undertake or pay for any improvements or alterations therein, except as expressly provided below; or (bB) any representations or warranties regarding the condition thereof. Notwithstanding the foregoing, Landlord shall construct a demising wall in the Premises in the location shown on Exhibit A-1 attached hereto (the “Demising Wall”). Landlord shall (1) construct the Demising Wall using Building standard materials selected by Landlord; (2) be obligated to paint the interior surface of the Demising Wall within the Premises; and (3) not be obligated to construct the Demising Wall prior to the Commencement Date. Tenant shall, at Tenant’s sole cost and expenseexpense subject, subject however, to application of the Tenant Improvement AllowanceAllowance (as defined in the Work Agreement (hereinafter defined)), construct in the Premises the Tenant Improvements (as defined in the Work Agreement) described in the Work Agreement attached hereto as Exhibit B (the “Work Agreement”) in accordance with the terms and conditions of the Work Agreement. In the event that Landlord and Tenant have not finally agreed upon the scope and details of the Tenant Improvements as of the date of execution of this LeaseEffective Date, Tenant’s submissions to Landlord of plans and specifications detailing such work shall be subject to Landlord’s written approval in accordance with the Work Agreement. The Tenant Improvements shall be subject to Landlord’s prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed, except to the extent that any component of the Tenant Improvements is structural in nature or affects, or involves a change that materially affects the base Building or any of the base Building systems (including without limitation the plumbing, electric, HVAC, mechanical or life safety systems) therein, which Tenant Improvements shall be approved or rejected by Landlord in its sole discretion. The Tenant Improvements shall comply with all applicable building codes, laws and regulations (including, without limitation, Access Lawsthe Americans with Disabilities Act), shall not require any changes to or modifications of any of the mechanical, electrical, plumbing or other systems of the Building, and shall otherwise be constructed in strict accordance with the terms of the Work Agreement. The cost of all design, architectural and engineering work, construction costs, construction supervision, contractors’ overhead and profit, licenses and permits, and all other costs and expenses incurred in connection with the Tenant Improvements shall be at Tenant’s sole cost and expense, subject to the application of the Improvement Allowance as more fully set forth in the Work Agreement. Landlord shall disburse the Improvement Allowance as provided in the Work Agreement. All costs incurred in respect of the Tenant Improvements in excess of the Improvement Allowance shall be paid by Tenant as provided in the Work Agreement.

Improvements. 2.3.1 Landlord shall deliver Sublessee accepts the Subleased Premises to Tenant on the Tender Date in a vacant, clean an "as is" condition and acknowledges that no representation with all physical injury or damage respect to the Premises (exclusive condition thereof has been made to it and that Sublessor has no responsibility of normal wear and tear or damage to carpeting or cosmetic elements of improving the Premises) repaired and all property from previous occupants removed (unless otherwise approved in advance by Tenant), without (a) any obligation on Landlord’s part to undertake any improvements or alterations therein; or (b) any representations or warranties regarding the condition thereofspace for Sublessee. Notwithstanding the foregoing, Tenant shall, at Tenant’s sole cost Sublessor shall provide Sublessee with an allowance of up to Five and expense, subject 00/100 Dollars ($5.00) per rentable square feet (the "Allowance") which shall be applied towards the improvements which Sublessee is to application of the Tenant Improvement Allowance, construct in the Subleased Premises in order to prepare the Tenant Improvements described same for its occupancy (hereafter the "Sublessee Improvements"). The amount of the Allowance which is used by Sublessee for the Sublessee Improvements, shall be amortized into the Base Rent over the Term of the Sublease at an interest rate of ten percent (10%). Any construction in and to the Work Agreement Subleased Premises, to be performed by Sublessee, in order to prepare the same for its occupancy, shall be done in accordance with the terms and conditions of Section 1 (c) (INCORPORATION BY REFERENCE) hereof, and in a good and workmanlike manner by Sublessee or its contractors or subcontractors and shall be performed and comply at the time of completion, with all applicable laws, ordinances, regulations and orders of the Work Agreementfederal, state, county or other governmental authorities having jurisdiction thereof Sublessee shall indemnify and hold Sublessor and Master Landlord harmless from any and all cost, expenses, injury, loss, damages, claims, demands or liability (including reasonable attorney fees) which may arise out of Sublessee's construction of any such improvements. Sublessee shall be solely responsible for any permits and licenses in order to complete the same. Sublessor shall make payment to Sublessee within thirty (30) days of receipt of invoices evidencing the same. Once all of the Sublessee Improvements have been completed, Sublessee shall notify Sublessor in writing and an amendment to this Sublease shall be drafted modifying the Base Rent in order to incorporate the actual used portion of the Sublessee Allowance (in the method describe above) for the Term of the Sublease. Sublessee's construction of the Sublessee Improvements shall in no way delay the Sublease Commencement Date as set forth in this Sublease. Notwithstanding anything contained herein to the contrary, Sublessee may have access to the Subleased Premises as of June 1, 1997 (provided that this Sublease is fully executed between the parties), in order to prepare the same for its occupancy. In the event that Landlord Sublessee occupies the Subleased Premises prior to the Sublease Commencement Date, as set forth herein, all terms and Tenant have not finally agreed upon the scope and details of the Tenant Improvements as of the date of execution conditions of this LeaseSublease shall apply, Tenant’s submissions to Landlord both parties, except for the payment of plans Base Rent and specifications detailing such work shall be subject to Landlord’s written approval in accordance with the Work Agreement. The Tenant Improvements shall be subject to Landlord’s prior written approvalany other sums due hereunder, which approval and Sublessor shall not be unreasonably withheld, conditioned obligated to furnish any services (or delayedrequest the provision thereof by Master Landlord) to the Subleased Premises until the actual Sublease Commencement Date, except to the extent required in order for Sublessee to install its trade fixtures. In the event that any component of Sublessee commences its business operations on the Tenant Improvements is structural in nature or affectsSubleased Premises prior to the Sublease Commencement Date, or involves a change that materially affects the base Building or any of the base Building systems (including without limitation the plumbing, electric, HVAC, mechanical or life safety systems) therein, which Tenant Improvements Sublease Commencement Date shall be approved or rejected by Landlord in its sole discretiondeemed to have occurred as of such time, and Sublessee shall be obligated to commence all rent payments as of such date. The Tenant Improvements shall comply with all applicable building codes, laws Sublessee agrees to employ contractors and regulations (including, without limitation, Access Laws), subcontractors who will guarantee to use first-class materials and workmanship and Sublessee shall not require permit any changes lien to or modifications of be placed on record with respect to any of the mechanical, electrical, plumbing or other systems part of the Building, and or Subleased Premises for work or materials furnished or obligations incurred by or for Sublessee. Sublessee shall otherwise be constructed in strict accordance with the terms discharge any such lien by payment, bond or otherwise, within ten (10) days of recordation of the Work Agreementsame.

Improvements. 2.3.1 Tenant shall pay the Plan Review Fee to Landlord in connection with Landlord's review of Tenant's Plans for Improvements (including the initial construction of the Premises). The Plan Review Fee shall deliver be payable concurrently with Tenant's submittal of Tenant's Plans to Landlord. The "Plan Review Fee" shall initially be an amount equal to Two Thousand Five Hundred Dollars ($2,500) and shall be increased in accordance with the CPI Adjustment Procedures. The Base Month shall be the month in which the Rent Commencement Date occurs; the Month of Adjustment shall be the month in which the anniversary of the Rent Commencement Date occurs during each year of the Lease Term thereafter. Tenant shall certify to Landlord Tenant's actual cost of constructing its Improvements within thirty (30) days after Landlord's request therefor. After the initial construction of the Premises to by Tenant, Tenant on the Tender Date in a vacant, clean condition with all physical injury or damage shall not make further Improvements to the Premises (exclusive of normal wear and tear without Landlord's prior consent, which consent may be withheld in Landlord's sole discretion with respect to Improvements to the mechanical or damage electrical systems, to carpeting the exterior walls or cosmetic elements roof of the Premises, or to any storefront or area of the Premises within three feet (3') repaired of the storefront; the addition of any mezzanine or Improvements that increase the size of any existing mezzanine; and all property from previous occupants removed any penetration into or through the roof, ceiling or floor of the Premises (unless otherwise approved in advance by Tenantcollectively, "RESTRICTED ALTERATIONS"), without (a) any obligation on Landlord’s part to undertake any improvements or alterations therein; or (b) any representations or warranties regarding the condition thereof. Notwithstanding the foregoing, Tenant shallmay, at Tenant’s 's sole cost and expense, subject and after giving Landlord notice of Tenant's intention to application do so, which notice shall be provided at least ten (10) business days prior to Tenant's commencement of such work, make non-structural alterations, additions, improvements, and changes to the interior of the Premises, such as installing or replacing flooring, trade fixtures, paint or other decorations (collectively referred to herein as "COSMETIC ALTERATIONS") but not Restricted Alterations, as Tenant Improvement Allowancemay find necessary or convenient for Tenant's purposes. Tenant may, construct at Tenant's sole cost and expense, after giving Landlord notice of Tenant's intention to do so, which notice shall be provided at least ten (10) business days prior to Tenant's commencement of such work, make alterations, additions, improvements, and changes (collectively referred to herein as "MATERIAL ALTERATIONS"; as used in the Premises the Tenant Improvements described in the Work Agreement in accordance with the terms of the Work Agreement. In the event that Landlord and Tenant have not finally agreed upon the scope and details of the Tenant Improvements as of the date of execution of this Lease, Cosmetic Alterations and Material Alterations are referred to herein as "ALTERATIONS") in and to the interior of the Premises (except Restricted Alterations) as Tenant may find necessary or convenient for Tenant’s submissions 's purposes. In no event may Alterations costing in excess of Fifty Thousand Dollars ($50,000.00) be made without first procuring the prior written consent of Landlord. All Alterations to Landlord the Premises by Tenant after the initial construction of plans and specifications detailing such work the Premises shall be subject to the terms and conditions for the performance of Tenant's Work as set forth in EXHIBIT C. In the event Landlord establishes a blade sign program at any time during the Lease Term, upon notice from Landlord’s written approval , Tenant, at its sole cost and expense, shall either (i) purchase and install a blade sign on its storefront in compliance with Landlord's criteria for such signs and in accordance with plans approved by Landlord, or (ii) reimburse Landlord for Landlord's cost to purchase and install a blade sign on the Work Agreement. The Tenant Improvements shall be subject to Landlord’s prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed, except to the extent that any component storefront of the Tenant Improvements is structural in nature or affects, or involves a change that materially affects the base Building or any of the base Building systems (including without limitation the plumbing, electric, HVAC, mechanical or life safety systems) therein, which Tenant Improvements shall be approved or rejected by Landlord in its sole discretion. The Tenant Improvements shall comply with all applicable building codes, laws and regulations (including, without limitation, Access Laws), shall not require any changes to or modifications of any of the mechanical, electrical, plumbing or other systems of the Building, and shall otherwise be constructed in strict accordance with the terms of the Work AgreementPremises.

Improvements. 2.3.1 Landlord shall deliver the Premises to Tenant on the Tender Date in a vacant, clean condition with all physical injury or damage to the Premises (exclusive of normal wear and tear or damage to carpeting or cosmetic elements of the Premises) repaired and all property from previous occupants removed (unless otherwise approved in advance by Tenant), without (a) any obligation Tenant is already occupying the Premises and accepts the same in its “as-is” condition for the Extension Term, except as expressly provided herein and subject to the terms and conditions of the Lease, including but not limited to the parties’ maintenance, repair and replacement obligations under the Lease. Landlord will, at its sole cost and expense (except as set forth below and without regard to estimated costs set forth on Landlord’s part to undertake any improvements Exhibit “C” or alterations therein; or “D”), which costs and expenses shall include all costs for architectural and engineering planning and documents, complete construction of the Premises in accordance with Space Plan 1 (b) any representations or warranties regarding showing new construction), Space Plan 2 (showing demolition work), the condition thereofScope of Work, Xxxxxx’x Mechanical HVAC Equipment Survey, and Fiberplus Quote for Richmond Location Access Control, attached hereto as Exhibits “A”, “A-1,” “B,” “C” and “D” respectively and incorporated herein by this reference (collectively, the “Improvements”). Notwithstanding As set forth in the foregoingScope of Work, Tenant Landlord shall, at Tenant’s its sole cost and expenseexpense (except as set forth below and without regard to estimated costs set forth on Exhibit “C” or “D”), subject replace the HVAC units identified as Unit Numbers 31, 32, and 35 with similarly sized comparable units and perform all work associated with the installation of data, telephone and security systems serving the Premises. Notwithstanding any provision of this Amendment to application the contrary, if Tenant requests any changes to the Space Plans, the Scope of Work, the approved drawings and specifications or any additional work (the “Tenant Changes”), Tenant must present Landlord with revised drawings and specifications. As a condition of its approval, Landlord shall require that Tenant pay for the cost of the Tenant Improvement AllowanceChanges. If Landlord approves the Tenant Changes, construct Landlord will incorporate such changes in the Premises the Tenant Improvements described in the Work Agreement in accordance with the terms of the Work AgreementImprovements. In the event that Landlord and Tenant have not finally agreed upon the scope and details The cost of the Tenant Improvements as of the date of execution of this Lease, Tenant’s submissions Changes shall be deemed additional rent and shall be paid by Tenant to Landlord within ten (10) days following receipt or refusal of plans and specifications detailing such work shall be subject to Landlord’s written approval in accordance with an invoice from Landlord regarding the Work Agreement. The Tenant Improvements shall be subject to Landlord’s prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed, except to the extent that any component of the Tenant Improvements is structural in nature or affects, or involves a change that materially affects the base Building or any of the base Building systems (including without limitation the plumbing, electric, HVAC, mechanical or life safety systems) therein, which Tenant Improvements shall be approved or rejected by Landlord in its sole discretion. The Tenant Improvements shall comply with all applicable building codes, laws and regulations (including, without limitation, Access Laws), shall not require any changes to or modifications of any of the mechanical, electrical, plumbing or other systems of the Building, and shall otherwise be constructed in strict accordance with the terms of the Work Agreementsame.

Improvements. 2.3.1 Landlord Lessor has established or may establish specifications for certain Building standard components to be used in the construction of the “Improvements” (as that term is defined below) in the Premises. The quality of the Improvements shall deliver be materially consistent with the Premises quality of such Building standards, provided that Lessor may, at Lessor’s option, require the Improvements to Tenant on the Tender Date in a vacantcomply with certain Building standards. Lessor may make changes to said specifications for Building standards from time to time, clean condition with all physical injury or damage which changes shall only be applicable to the Premises (exclusive of normal wear and tear or damage to carpeting or cosmetic elements after the completion of the PremisesImprovements. Using Building standard materials, components and finishes, in a good and workmanlike manner, Lessor shall cause the installation and/or construction of the improvements in the Premises (the “Improvements”) repaired pursuant to that certain space plan and all property from previous occupants removed basis of design attached to this Second Amendment as Exhibit B (unless otherwise approved the “Space Plan”). Lessee shall make no changes, additions or modifications to the Improvements or the Space Plan or require the installation of any “Non-Conforming Improvements” (as that term is defined in advance by TenantArticle 2 of this Work Letter), without the prior written consent of Lessor, which consent may be withheld in Lessor’s sole discretion if such change or modification would directly or indirectly delay the substantial completion of the Improvements or impose any additional costs (a) any obligation on Landlord’s part unless Lessee agrees to undertake any improvements or alterations therein; or (b) any representations or warranties regarding the condition thereofbear such additional costs). Notwithstanding the foregoingforegoing or any contrary provision of this Second Amendment, Tenant shallall Improvements shall be deemed Lessor’s property under the terms of the Lease (as amended) and Lessee shall neither be required to remove the Improvements nor any other Alterations or Utility Installations that are currently within the Premises at the expiration or earlier termination of the Lease. In addition, to the extent that any code compliance upgrades are required in the Premises or Common Areas in order to allow Lessee to obtain a certificate of occupancy, or its legal equivalent, for the Premises for research and development and related laboratory, office, and administrative uses assuming normal and customary office occupancy density, Lessor, at TenantLessor’s sole cost and expenseexpense (i.e., subject not to application of be included in Operating Expenses) shall cause the Tenant Improvement Allowance, construct in Common Areas and the Premises the Tenant Improvements described in the Work Agreement in accordance to comply with the terms of the Work Agreement. In the event that Landlord applicable building codes and Tenant have not finally agreed upon the scope other governmental laws and details of the Tenant Improvements ordinances, and regulations related to handicap access, which were enacted and enforced as of the date of execution of this Lease, Tenant’s submissions to Landlord of plans and specifications detailing such work shall be subject to Landlord’s written approval in accordance with the Work Agreement. The Tenant Improvements shall be subject to Landlord’s prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed, except to the extent that any component of the Tenant Improvements is structural in nature or affects, or involves a change that materially affects the base Building or any of the base Building systems (including without limitation the plumbing, electric, HVAC, mechanical or life safety systems) therein, which Tenant Improvements shall be approved or rejected by Landlord in its sole discretion. The Tenant Improvements shall comply with all applicable building codes, laws and regulations (including, without limitation, Access Laws), shall not require any changes to or modifications of any of the mechanical, electrical, plumbing or other systems of the Building, and shall otherwise be constructed in strict accordance with the terms of the Work AgreementSecond Amendment.

Improvements. 2.3.1 Landlord shall deliver the Premises to Tenant on the Tender Date in a vacantwill, clean condition with all physical injury or damage at its sole expense and using contractors of its choice, make improvements ("Improvements") to the Premises as specified in Exhibit C attached hereto and incorporated herein by this reference. On or before June 1. 2000, Tenant shall deliver to Landlord, for Landlord's approval, its final construction drawings and specifications plans with detailed listing of finish materials, all of which have been approved by Tenant and all of which shall have been prepared by Landlord's Architect (exclusive Architopia). Tenant agrees to provide its written comments to Landlord within five (5) days from receipt of normal wear said draft construction documents and tear three (3) days following the receipt of any revision to the construction documents. Notwithstanding anything in this Lease to the contrary, if Tenant fails to provide Landlord with such final construction documents and specifications plans and finish materials approved by Tenant on or damage before June 1. 2000, or if Tenant changes any of the construction documents and specifications or finish materials subsequent to carpeting such date or cosmetic elements if Tenant fails to provide Landlord within the time periods specified above, with its approval of the construction documents or if Tenant makes changes to the construction documents after such timeframes specified above, or if Tenant should delay Landlord's contractor from timely completing the construction of the Improvements, then the Commencement Date shall be the Anticipated Completion Date as hereinafter set forth, or the date of Landlord's notification to Tenant of Substantial Completion (as hereinafter defined) of the Improvements, or the date on which Tenant takes possession of the Premises, whichever shall first occur. Upon Landlord's approval (which shall not be unreasonably withheld or delayed) repaired of such final construction documents and all property from previous occupants removed (unless otherwise specifications including finish materials approved in advance by Tenant, Landlord shall cause Landlord's contractor to diligently undertake to construct the Improvements in accordance with such final plans, specifications and finish materials as approved by Landlord and Tenant (collectively referred to as "Final Plans"). All such construction shall be performed with due diligence and in substantial accordance with the Final Plans. Landlord agrees to use all commercially reasonable efforts to substantially complete the Improvements by March 1, 2001 ("Anticipated Completion Date"), but without (aany warranty as to when such Improvements shall be substantially completed. Landlord's obligation to construct the Improvements is specifically subject to any changes or other requirements of or imposed by all applicable governmental body(ies), agency(ies) and/or utility(ies); Landlord shall notify Tenant of any obligation such changes and/or requirements promptly after Landlord becomes aware of the same. Any improvements to the Premises not expressly shown or stated in the Final Plans shall be made by Landlord on Landlord’s part to undertake any improvements or alterations therein; or (b) any representations or warranties regarding the condition thereof. Notwithstanding the foregoing, behalf of Tenant shall, at Tenant’s 's sole cost and expense, subject to application of the Tenant Improvement Allowance, construct in the Premises the Tenant Improvements described in the Work Agreement expense in accordance with Paragraph 11 of this Lease; provided, however, that notwithstanding anything in this Lease to the terms contrary, any delay in Landlord's construction of the Work Agreement. In Improvements caused in whole or in part by Tenant including, but not limited to, delays caused by additional improvements made or any changes requested by Tenant, shall not delay the event that Landlord and Tenant have not finally agreed upon the scope and details of the Tenant Improvements as of the date of execution Commencement Date of this Lease, and Substantial Completion, as hereinafter defined, for purposes of determining the Commencement Date of this Lease, shall be at such time as the Improvements would have been Substantially Complete absent such additional improvements made or changes requested by Tenant’s submissions . The Landlord's Architect shall determine this date of Substantial Completion by giving written notice thereof to Landlord of plans and specifications detailing such work Tenant, which notice shall be deemed a part of this Lease, Landlord and Tenant agree to accept such date as determined by Landlord's Architect. Landlord will allow Tenant to have access to the Premises beginning seven (7) days in advance of the estimated date for Substantial Completion in order for Tenant to perform Tenant's fit-up work, provided that neither Tenant nor its vendors shall interfere with or delay the performance of work by Landlord's contractors, vendors, inspectors and the like. It is understood that the Final Plans and the exact location of doors, walks, lighting, plumbing and all other facilities and improvements are subject to such minor changes (for example: Schlage lock set can be replaced with like kind alternate) as Landlord’s written approval , or Landlord's architect or general contractor in accordance with charge of the Work Agreementconstruction of the Improvements, determine to be necessary desirable in the course of construction of or to the Premises, and no such changes shall affect this Lease or constitute a breach by Landlord hereunder. The Tenant Improvements shall be subject Landlord agrees to Landlord’s prior written approvalnot materially deviate from the Final Plans without Tenant's consent, which approval consent shall not be unreasonably withheld, conditioned withheld or delayed, except to the extent that any component of the Tenant Improvements is structural in nature or affects, or involves a change that materially affects the base Building or any of the base Building systems (including without limitation the plumbing, electric, HVAC, mechanical or life safety systems) therein, which Tenant Improvements shall be approved or rejected by Landlord in its sole discretion. The Tenant Improvements shall comply with all applicable building codes, laws and regulations (including, without limitation, Access Laws), shall not require any changes to or modifications of any of the mechanical, electrical, plumbing or other systems of the Building, and shall otherwise be constructed in strict accordance with the terms of the Work Agreement.

Improvements. 2.3.1 Landlord shall deliver 5.1 Following the Premises waiver of all Tenant's rights to terminate this Lease, the Tenant agrees to construct on the Tender Date in leased premises a vacant, clean condition Bank Building with all physical injury or damage to drive through teller service facilities (the Premises (exclusive of normal wear and tear or damage to carpeting or cosmetic elements of the Premises"Approved Business") repaired and all property from previous occupants removed (unless otherwise approved in advance by Tenant), without (a) any obligation on Landlord’s part to undertake any improvements or alterations therein; or (b) any representations or warranties regarding the condition thereof. Notwithstanding the foregoing, Tenant shall, at Tenant’s sole cost and expense, subject to application of the Tenant Improvement Allowance, construct in the Premises the Tenant Improvements described in the Work Agreement in accordance with the terms of the Work Agreement. In the event that Landlord and Tenant have not finally agreed upon the scope and details of the Tenant Improvements as of the date of execution of this Lease, Tenant’s submissions to Landlord of prototype plans and specifications detailing such work (the "Plans") forwarded to Landlord and incorporated by reference. The Approved Business will be constructed pursuant to the construction contract entered into by Tenant with a reputable and bondable general construction contractor ("Contractor"); provided, however, if the Contractor shall use union employees on the job it will be subject to the approval of Landlord’s written approval . Tenant covenants and agrees to pursue construction of the Approved Business to its completion with all reasonable diligence subject to extension for any event of Force Majeure as provided in accordance with the Work AgreementSection 4 hereof. The Tenant Improvements Approved Business shall be subject to Landlord’s constructed in a good and workmanlike manner in compliance with all applicable permits, authorizations, building codes, and all other applicable laws, ordinances, rules and regulations of any governmental authorities having jurisdiction. The Approved Business shall be the building described in the Plans and no material alterations of the height and architectural design of the Approved Business or signage shall be made without the prior written approval, consent of Landlord which approval consent shall not be unreasonably withheld, conditioned withheld or delayed. Tenant shall have no right, except authority, or power to bind Landlord, or any interest of Landlord in the leased premises, for any claim for labor or material or for any other charge or expense incurred in the construction of the Approved Business or any change, alteration, or addition thereto, or any replacement or substitution therefor, nor to render the Landlord's interest in the leased premises liable to any lien or right of lien for any labor or material and Tenant shall in no manner be considered as the agent of Landlord in the construction, erection, or operation of the Approved Business or any replacement or substitution therefor. If any involuntary liens for labor and materials supplied or claimed to have been supplied to the extent that any component of the Tenant Improvements is structural in nature or affects, or involves a change that materially affects the base Building or any of the base Building systems (including without limitation the plumbing, electric, HVAC, mechanical or life safety systems) therein, which Tenant Improvements leased premises shall be approved filed, Tenant shall promptly pay or rejected by bond such liens to Landlord's reasonable satisfaction or otherwise obtain the release or discharge thereof and Tenant shall indemnify and hold Landlord in its sole discretion. The Tenant Improvements shall comply with all applicable building codes, laws and regulations (including, without limitation, Access Laws), shall not require any changes to or modifications of any of harmless from the mechanical, electrical, plumbing or other systems of the Building, and shall otherwise be constructed in strict accordance with the terms of the Work Agreementpayment thereof.

Improvements. 2.3.1 4. Landlord shall deliver the Leased Premises to the Tenant on the Tender Date in a vacant“ready for occupancy” condition, clean condition with all physical injury or damage to the Premises (exclusive of normal wear and tear or damage to carpeting or cosmetic elements of the Premises) repaired and all property from previous occupants removed (unless otherwise approved in advance by Tenant), without (a) any obligation on Landlord’s part to undertake any improvements or alterations therein; or (b) any representations or warranties regarding the condition thereof. Notwithstanding the foregoing, Tenant shallwhich shall mean that landlord has performed, at Tenant’s its sole cost and expense, subject the “Initial Landlord Improvements” outlined on Exhibit C attached hereto. Tenant shall provide to application Landlord, within six months from the date hereof a list of desired “Additional Landlord Improvements” relating to carpeting, painting, reconfiguration of walls, etc., which shall be designed, provided and installed by Landlord at Landlord’s expense and which Landlord will not unreasonably withhold, condition or delay, provided that all such Additional landlord Improvements shall be completed by Landlord within 90 days of Landlord’s acceptance of Tenant’s request. Tenant and Landlord agree that the total budget for all such improvements requested by Tenant shall be $250,000, which amount shall be reduced by up to a maximum amount of up to $100,000 for the cost of the Tenant Improvement Allowance, construct in the Premises the Tenant Improvements described in the Work Agreement in accordance with the terms acquisition and installation of the Work Agreementmake-up air HVAC system as set forth in Section 41 hereof (with any costs incurred by Landlord in excess of $100,000 for the HVAC system being at Landlord’s sole expense and such expense shall not be reduced from the initial $250,000 budget). In the event Landlord represents that Landlord and Tenant have not finally all agreed upon the scope work shall be completed in a good and details of the workmanlike manner and in compliance with all laws and regulations. All improvements to be provided by Tenant Improvements as of the date of execution of this Lease, shall be provided at Tenant’s submissions to Landlord of plans sole expense and specifications detailing such work shall be subject to Landlord’s written approval in accordance with the Work Agreement. The Tenant Improvements shall be subject to Landlord’s prior written 's approval, which approval shall not to be unreasonably withheld, conditioned delayed or delayed, except to the extent that any component of the Tenant Improvements is structural in nature or affects, or involves a change that materially affects the base Building or any of the base Building systems (including without limitation the plumbing, electric, HVAC, mechanical or life safety systems) therein, which Tenant Improvements shall be approved or rejected by Landlord in its sole discretionconditioned. The Tenant Improvements shall comply with all applicable building codes, laws and regulations (including, without limitation, Access Laws), shall not require any changes to or modifications of any of the mechanical, electrical, plumbing or other systems of the Building, and shall otherwise be constructed in strict accordance with the terms of the Work Agreement.Common Areas

Improvements. 2.3.1 Landlord shall deliver None. Tenant accepts the Premises to Tenant on in the Tender Date in a vacantcondition existing as of the Effective Date. All other improvements, clean condition with all physical injury or damage alterations and additions to the Premises (exclusive of normal wear and tear or damage to carpeting or cosmetic elements of the Premises) repaired and all property from previous occupants removed (unless otherwise approved in advance desired by Tenant), without (a) any obligation on Landlord’s part to undertake any improvements or alterations therein; or (b) any representations or warranties regarding the condition thereof. Notwithstanding the foregoing, Tenant shall, shall be made only at Tenant’s sole cost and 's expense, subject to application of the Tenant Improvement Allowance, construct in the Premises the Tenant Improvements described in the Work Agreement good and workmanlike manner and in accordance with the terms of the Work Agreement. In the event that Landlord and Tenant have not finally agreed upon the scope and details of the Tenant Improvements as of the date of execution of this Lease, Tenant’s submissions to Landlord of plans and specifications detailing such work shall be subject to Landlord’s written approval which have been previously approved in accordance with writing by the Work Agreement. The Tenant Improvements shall be subject to Landlord’s prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed, except to the extent that any component of the Tenant Improvements is structural in nature or affects, or involves a change that materially affects the base Building or any of the base Building systems (including without limitation the plumbing, electric, HVAC, mechanical or life safety systems) therein, which Tenant Improvements shall be approved or rejected by Landlord in its sole discretion. The Tenant Improvements and shall comply with all applicable building statues, ordinances, regulations and codes. Landlord's approval of the plans, laws specifications and working drawings for Tenant's alterations and/or Landlord's approval of Tenant's plans for Landlord's work shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authorities. Landlord reserves the right to approve Tenant's contractor, and to require adequate lien waivers, bonds, permits, licenses and insurance. Any and all work performed by Tenant or its contractors shall be with workmen and contractors approved in advance in writing by Landlord and shall be performed in a manner and upon terms and conditions satisfactory to and approved in advance in writing by Landlord. Prior to and at all times during the performance of the work by any of Tenant's contractors or subcontractors, Tenant shall require such contractors to provide insurance coverage reasonably satisfactory to Landlord. Tenant shall require that such contractors' Workers' Compensation Insurance and Commercial General Liability Insurance shall be endorsed specifically to name Landlord, its Affiliates and Agents as Additional Insured parties.. Evidence of such specific endorsements shall be furnished to Landlord prior to commencement of any such work in the Demised Premises. Tenant shall not make any alterations, repair or installation, or perform any other work to or in the Premises unless prior to the commencement thereof Tenant's contractor shall have furnished to Landlord evidence of public liability and workmen's compensation insurance to cover every contractor to be employed and shall deliver duplicate originals or certificates of the policies to Landlord which certificates shall name Landlord, its agent and property manager as additional insureds. The policies shall be non-cancelable without ten (including10) days notice to Landlord and shall be carried with companies, and in coverage limits, reasonably satisfactory to Landlord. All improvements and additions made by or for the Tenant and permanently attached to the Premises, including without limitationlimitation all partitions, Access Laws)carpets, lighting fixtures, doors, hardware, shelves, cabinets and ceilings, shall not require any changes remain in the Premises and shall be surrendered to Landlord at the Expiration Date or modifications earlier termination of any this Lease, unless the Landlord, by notice given to the Tenant no later than thirty (30) days prior to the end of the mechanicalterm, electricalshall elect to have the Tenant remove such alterations, plumbing additions, or other systems of the Buildingimprovements, and Tenant shall otherwise be constructed in strict accordance with thereupon accomplish such removal at its sole cost and repair any damage to the terms of the Work AgreementPremises caused by such removal.

Improvements. 2.3.1 The parties have agreed that Tenant shall bear the cost of the improvements to the Premises as described herein, and for expediency and efficiency, the parties have further agreed that Landlord shall deliver not require that Landlord's contractor be used, or that Landlord be paid a construction management fee. Instead, Tenant shall, through its contractor (who shall be subject to Landlord's reasonable approval), cause to be constructed improvements to the Premises and the common areas of the Project in accordance with plans and specifications approved by Landlord and Tenant. The Premises shall be delivered to Tenant in their present condition and Tenant shall bear all costs (except as provided below) pertaining to improvements to the Premises to Tenant on make the Tender Date in a vacantPremises suitable for Tenant's use (collectively, clean condition with all physical injury or damage of the work to be performed to the Premises (exclusive of normal wear interior and tear or damage to carpeting or cosmetic elements of the Premises) repaired and all property from previous occupants removed (unless otherwise approved common areas shall be referred to in advance by Tenantthe Lease as hereby amended as the "Tenant Improvements"), without including certain common area work ("Common Improvements") for (a) any obligation remodeling restrooms in compliance with current requirements of the Americans with Disabilities Act, (b) painting and remodeling the lobby, and (c) painting the exterior of the Building. The Tenant Improvements and the Common Improvements shall be made in accordance with plans and specifications approved by Landlord and Tenant, and completed by Tenant through a contractor who shall be subject to Landlord's reasonable approval, in a good and workmanlike manner and in accordance with all applicable laws, rules and regulations. Tenant shall not be required to pay to Landlord a construction management fee, but shall reimburse Landlord for the actual cost (without mark-xx) of professional services rendered to Landlord by Landlord's architect and/or contractor (collectively "Landlord's Consultant") to review and approve the plans and specifications for the above-described work on Landlord’s part to undertake 's behalf. Landlord shall not be liable for the costs or construction of any improvements or alterations therein; to the Premises or the Project, except as provided hereinbelow. In the event the actual cost of construction of the Common Improvements exceeds $150,000, Tenant shall be reimbursed such excess amount (bthe "Excess Common Cost"). The Excess Common Cost shall be reimbursed to Tenant upon completion of the Tenant Improvements in accordance with the Final Plans, and Landlord's receipt of (i) any representations or warranties regarding a certificate of occupancy from the condition thereofCity of Menlo Park, (ii) unconditional lien waivers from all contractors and subcontractors, and (iii) copies of all invoices pertaining to the work. Landlord's Consultant shall in good faith determine the costs allocable to the Tenant Improvements and to the Common Improvements. Should Tenant disagree with the determination by Landlord's Consultant ("Landlord's Determination"), Tenant shall have the right to dispute such determination by providing written notice within five (5) days after receipt of Landlord's Determination that Tenant elects to have such dispute arbitrated. If Tenant fails to give such notice, Tenant shall be deemed to have accepted Landlord's Determination. If Tenant elects to have the matter arbitrated, the matter shall be arbitrated in accordance with Paragraph (e) below. Notwithstanding the foregoing, Landlord shall not be responsible for any, and Tenant shallshall bear the responsibility for all costs associated with, at alterations and improvements required due to Tenant’s sole cost and expense, subject to application 's particular business or particular use of the Premises. Upon completion of the Tenant Improvement AllowanceImprovements, construct in the Premises the Tenant Improvements described in the Work Agreement in accordance with the terms shall provide to Landlord a full set of the Work Agreement. In the event that Landlord and Tenant have not finally agreed upon the scope and details as-built plans depicting all of the Tenant Improvements as Improvements. Tenant shall guarantee lien-free completion of the date of execution of this Lease, Tenant’s submissions to Landlord of plans and specifications detailing all such work shall be subject to Landlord’s written approval in accordance with the Work Agreement. The Tenant Improvements shall be subject to Landlord’s prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed, except to the extent that any component of the Tenant Improvements is structural in nature or affects, or involves a change that materially affects the base Building or any of the base Building systems (including without limitation the plumbing, electric, HVAC, mechanical or life safety systems) therein, which Tenant Improvements shall be approved or rejected by Landlord in its sole discretion. The Tenant Improvements shall comply with all applicable building codes, laws and regulations (including, without limitation, Access Laws), shall not require any changes to or modifications of any of the mechanical, electrical, plumbing or other systems of the Building, and shall otherwise be constructed in strict accordance with the terms of the Work Agreementimprovements.

Improvements. 2.3.1 Landlord shall use reasonable diligence to deliver possession of the Demised Premises to Tenant ready for Tenant’s occupancy on the Tender Commencement Date in a vacantsubject, clean condition with all physical injury or damage however, to the terms, conditions and covenants set forth in the work letter (“Work Letter”) attached hereto as Exhibit “B” and made a part thereof (the facilities, material and work, if any, to be furnished, installed and performed in the Demised Premises (exclusive by Landlord at its expense under the terms of normal wear Exhibit “B” are hereinafter and tear or damage in Exhibit “B” referred to carpeting or cosmetic elements of the Premises) repaired and all property from previous occupants removed (unless otherwise approved in advance by Tenant), without (a) any obligation on as “Landlord’s part Work” and the improvements being installed pursuant to undertake any improvements the Work Letter being referred to as the “Tenant Improvements”). Such other installations, materials and work, if any, as may be undertaken by or alterations therein; or (b) any representations or warranties regarding for the condition thereof. Notwithstanding account of Tenant to complete, equip, decorate and furnish the foregoing, Tenant shall, at Demised Premises for Tenant’s sole cost occupancy, are hereinafter and expensein Exhibit “B” referred to as “Tenant’s Work”). Improvements, subject if any, to application of be made to the Tenant Improvement Allowance, construct in the Demised Premises the Tenant Improvements described by Landlord are specifically set forth in the Work Agreement in accordance with Letter and there are no others. All improvements made to the terms Demised Premises, whether by Landlord or Tenant, will become the property of Landlord when attached to or incorporated into the Work AgreementDemised Premises. In Such property will remain the event that property of Landlord and Tenant have not finally agreed upon the scope and details of the Tenant Improvements as of the date of execution termination of this Lease, Tenant’s submissions to except for improvements that Landlord of plans and specifications detailing such work shall be subject to Landlord’s written approval in accordance with the Work Agreementrequires that Tenant remove, as provided for herein. The taking of possession by Tenant Improvements shall be subject to Landlord’s prior written approval, which approval shall not be unreasonably withheld, conditioned (or delayed, except to the extent that any component permitted assignee or subtenant of Tenant) of all or any portion of the Demised Premises for the conduct of business will be deemed to mean that Tenant Improvements is structural in nature or affects, or involves a change that materially affects has found the base Building or any of the base Building systems (including without limitation the plumbing, electric, HVAC, mechanical or life safety systems) therein, which Tenant Improvements shall be approved or rejected by Landlord in its sole discretion. The Tenant Improvements shall comply with all applicable building codes, laws and regulations (including, without limitation, Access Laws), shall not require any changes to or modifications of any of the mechanical, electrical, plumbing or other systems of the BuildingDemised Premises, and shall otherwise be constructed in strict accordance with the terms all of the Work Agreementtheir fixtures and equipment, acceptable.

Improvements. 2.3.1 Landlord Except for the Sublandlord Improvements, Subtenant acknowledges that Subtenant shall deliver the Premises to Tenant on the Tender Date in a vacant, clean condition with all physical injury or damage be solely liable for constructing improvements to the Premises (exclusive of normal wear and tear or damage Sublease Premises. Except for the Sublandlord Improvements, Sublandlord is not obligated to carpeting or cosmetic elements of the Premises) repaired and all property from previous occupants removed (unless otherwise approved in advance by Tenant), without (a) any obligation on Landlord’s part to undertake make any improvements to the Sublease Premises. Prior to commencing the construction of any work or alterations therein; or (b) any representations or warranties regarding in the condition thereof. Notwithstanding Sublease Premises, if any, Subtenant will deliver to Sublandlord full, complete working drawings and specifications for the foregoing, Tenant shall, at Tenant’s sole cost improvements and expense, subject alterations Subtenant desires to application of the Tenant Improvement Allowance, construct in the Premises Sublease Premises, as well as the Tenant Improvements described in the Work Agreement in accordance with the terms names, addresses, and qualifications of all prospective architects, engineers, and licensed, insured and bonded contractors which Subtenant intends to use for performance of the Work AgreementSublease Premises improvements (collectively, the “TI Materials”). In the event that Landlord All such construction, including such drawings and Tenant have not finally agreed upon the scope specifications, design professionals, and details of the Tenant Improvements as of the date of execution of this Leasecontractors, Tenant’s submissions to Landlord of plans and specifications detailing such work shall be are subject to Prime Landlord’s prior written approval in accordance with Prime Landlord’s requirements as may be included in the Work Agreement. The Tenant Improvements shall be Prime Lease or otherwise, and further subject to LandlordSublandlord’s prior written approval. Sublandlord has no control over the approval process and Prime Landlord’s decision to approve the TI Materials, which Plans and Specifications, Subtenant Improvements, and the Contractor(s) is solely at its discretion; further, Sublandlord’s decision to approve the TI Materials, Plans and Specifications, Subtenant Improvements, and the Contractor(s) shall be solely at Sublandlord’s discretion. For purposes of this Sublease, the approved (by Prime Landlord and by Sublandlord) working drawings and specifications are referred to as the “Plans and Specifications,” the improvements shown thereon are referred to as the “Subtenant Improvements,” and the approved (by Prime Landlord and by Sublandlord) general contractor is referred to as the “Contractor.” Before commencing any Subtenant Improvements, Subtenant will deliver to Sublandlord certificates evidencing proof of insurance of the type required below, as well as copies of all necessary permits and licenses and anything else required by Sublandlord. Throughout the performance and construction of the Subtenant Improvements, Subtenant shall maintain in full force and effect builder's “all risk” insurance and general liability insurance in amounts, types, and with carriers reasonably acceptable to Prime Landlord and to Sublandlord, as well as workers' compensation coverage as required by law. Such insurance policies shall name Prime Landlord, Sublandlord and such additional parties as Prime Landlord and Sublandlord may reasonably request, provided such beneficiary designation is allowed under the Prime Lease, as additional insureds. In all events, Subtenant shall cause the Subtenant Improvements to be constructed (a) promptly by the approved Contractor, (b) in a good and workmanlike manner, (c) in compliance with all Applicable Laws (hereafter defined), permits, licenses and insurance requirements, (d) in full compliance with all of the reasonable rules and regulations applicable to third party contractors and suppliers performing work at the Property, (e) in compliance with any security requirements of Sublandlord or Prime Landlord, (f) subject to the approval of Sublandlord and Prime Landlord, (g) in compliance with the Prime Lease and in exact conformance with the Plans and Specifications, and (h) entirely at Subtenant's sole cost and expense. Sublandlord and Prime Landlord may, but are not required to, oversee and/or inspect the construction of the Subtenant Improvements. Immediately after completing the Subtenant Improvements, Subtenant shall furnish Sublandlord and Prime Landlord with a certificate of occupancy, Contractor affidavits as required by Applicable Laws (hereafter defined) and Sublandlord, full and final lien waivers (sufficient under Texas law to extinguish all lien rights), and receipted bills covering all labor and materials expended and used in connection with the Subtenant Improvements. Subtenant hereby releases and will indemnify, protect, defend (with counsel reasonably acceptable to Sublandlord), and hold harmless Sublandlord, Prime Landlord, and their respective agents and employees from and against any and all claims, damages, causes of action, liabilities, or expenses in any manner relating to or arising out of any work performed, materials furnished, or obligations incurred by or for Subtenant or any person or entity claiming by, through, or under Subtenant, in connection with all Subtenant Improvements. Notwithstanding Prime Landlord’s or Sublandlord’s approval or acceptance of any TI Materials, Plans and Specifications, Contractor(s), or Subtenant Improvements, such approval or acceptance shall not constitute nor be unreasonably withhelddeemed a release of the responsibility and liability of Subtenant, conditioned its owners, officers, employees, professional consultants, contractors, representatives, and agents for the accuracy and competency of the same and the services provided or delayedthe work performed, except nor shall such approval or acceptance be deemed to be an assumption of or an indemnification for such responsibility or liability by Prime Landlord or by Sublandlord for any defect, error or omission in the same, it being understood that Sublandlord shall be and remain at all times fully responsible and liable for the same. In connection with Subtenant's Improvements to the extent Sublease Premises, at the Expiration Date or upon the earlier termination of this Sublease, Sublandlord may require that Subtenant remove any component or all of such Subtenant’s Improvements and restore the Sublease Premises to the condition existing prior to the making of the Tenant Improvements is structural in nature or affects, or involves a change that materially affects the base Building or any of the base Building systems (including without limitation the plumbing, electric, HVAC, mechanical or life safety systems) therein, which Tenant Improvements shall be approved or rejected by Landlord in its sole discretionsame. The Tenant Improvements provisions of this paragraph shall comply with all applicable building codes, laws and regulations (including, without limitation, Access Laws), shall not require any changes to survive the expiration or modifications termination of any of the mechanical, electrical, plumbing or other systems of the Building, and shall otherwise be constructed in strict accordance with the terms of the Work Agreementthis Sublease.

Improvements. 2.3.1 Landlord shall deliver be responsible for the Premises to Tenant on the Tender Date in a vacant, clean condition with all physical injury or damage to the Premises (exclusive cost of normal wear and tear or damage to carpeting or cosmetic elements preparation of the Premises) repaired initial floor plan for Tenant's Improvements prepared by Dacon and all property from previous occupants removed (unless otherwise approved in advance by Tenant), without (a) any obligation on Landlord’s part to undertake any improvements or alterations therein; or (b) any representations or warranties regarding the condition thereofcost breakdown of the floorplan. Notwithstanding the foregoing, Tenant shallmay not make structural or non-structural Improvements to the Premises (or create additional access points to common areas in the Building) without Landlord's prior written consent which consent with respect to non-structural Improvements shall not be unreasonably withheld or delayed. Landlord may require, without limitation, that Tenant submit to Landlord in advance for Landlord's approval detailed plans and specifications describing Tenant's Improvements. Landlord shall present any objection to such plans and specifications within thirty (30) days after their receipt by Landlord. Upon approval of such plans and specifications by Landlord, Tenant shall construct Tenant's Improvements. All work by Tenant shall be done at Tenant’s sole 's own cost and expense, (subject to application of the Tenant Improvement AllowanceSection 3.5 hereof), construct in the Premises the Tenant Improvements described in the Work Agreement a good and workmanlike manner, using first-class materials and in accordance with all Laws and Insurance Regulations, and any work which affects the terms structure of the Work AgreementBuilding or the Building systems shall be performed so as not, in Landlord's sole judgment, to adversely affect same. In Tenant shall pay when due all charges for labor and materials in connection with any work on the event that Landlord Premises. Tenant shall furnish indemnification bonds against performance, liens, costs, damages and Tenant have not finally agreed upon expenses in form and amount satisfactory to Landlord. Tenant's Improvements shall be deemed Improvements. At the scope and details end of the Tenant Improvements as of the date of execution Term of this Lease, Tenant shall, at the option of Landlord, remove any and all of Tenant’s submissions 's Improvements and restore the Premises to Landlord of plans their original configuration and specifications detailing such work shall be subject to Landlord’s written approval in accordance with the Work Agreement. The Tenant Improvements shall be subject to Landlord’s prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed, except condition (reasonable wear and tear excepted) to the extent that any component installation of the Tenant Tenant's Improvements is structural in nature or affects, or involves a change that materially affects the base Building or any of the base Building systems (including without limitation the plumbing, electric, HVAC, mechanical or life safety systems) therein, which Tenant Improvements shall be approved or rejected by Landlord in its sole discretion. The Tenant Improvements shall comply with all applicable building codes, laws and regulations (including, without limitation, Access Laws)cutting, shall not require any changes to capping and disconnecting pipes and wires constituting Tenant's Improvements and sealing them off in a safe and lawful manner flush with the applicable wall, floor or modifications of any of the mechanical, electrical, plumbing or other systems of the Buildingceiling, and shall otherwise be constructed in strict accordance redecorating the area consistent with the terms of Improvements in the Work AgreementPremises.