Common use of Initial Tenant Improvements Clause in Contracts

Initial Tenant Improvements. 11.1 Tenant has provided Landlord with all necessary information regarding Tenant’s space planning needs in connection with its use of the Premises. Based upon such information supplied by Tenant, space plans and specifications have been prepared (the “Plans and Specifications”) for the layout of Tenant’s leasehold improvements to the Premises (“Initial Tenant Improvements”). The Initial Tenant Improvements shall not include Tenant’s furniture, trade fixtures, equipment and personal property and are limited to the fit-up construction, as generally laid out and specified on the Plans and Specifications. Tenant acknowledges that the Initial Tenant Improvements, except as expressly provided in the Plans and Specifications, will be designed and constructed to the general quality of the design and construction of the Building and in accordance with Landlord’s building standards for the Building. Tenant has approved and agreed to the Plans and Specifications. The Plans and Specifications are attached hereto as Exhibit H. 11.2 Tenant agrees that Landlord shall have no obligation to make any changes to the Plans and Specifications requested by Tenant, provided, however, to the extent Landlord agrees to any such changes, Tenant agrees that any additional cost resulting from such approved changes shall be the responsibility of Tenant and shall be paid in full by Tenant to Landlord within ten (10) business days of billing therefor by Landlord; and Tenant agrees that if any such changes do result in delay in Substantial Completion, same shall be deemed a Tenant Delay (as defined below). 11.3 Landlord shall proceed, using reasonable efforts, to obtain all necessary permits and approvals for the construction of the Initial Tenant Improvements, to engage a contractor or construction manager to perform or supervise the construction and to proceed to construct the Initial Tenant Improvements in substantial conformance with the Plans and Specifications. Landlord reserves the right to make changes and substitutions to the Plans and Specifications in connection with the construction of the Initial Tenant Improvements, provided same do not materially adversely modify the Plans and Specifications. Subject to matters of Force Majeure, Landlord agrees to use commercially reasonable efforts to deliver the Premises to Tenant by the Target Term Commencement Date. 11.4 The Initial Tenant Improvements shall be deemed “Substantially Complete” on the date (the “Substantial Completion Date”) Tenant receives notice from Landlord that Landlord has received a certificate of occupancy (temporary or permanent) or a fully-signed off building permit for the Premises issued by the Town of Lexington (the “Certificate of Occupancy”). Any of the Initial Tenant Improvements not fully completed (of which Tenant shall give Landlord notice as provided below) on the Term Commencement Date shall thereafter be so completed with reasonable diligence by Landlord, but in any event within thirty (30) days after the Term Commencement Date until such items cannot reasonably be completed within such time frame. Notwithstanding the foregoing, if any delay in the Substantial Completion of the Initial Tenant Improvements by Landlord is due to Tenant Delays, then the Substantial Completion Date shall be deemed to be the date (as set forth in a written notice from Landlord to Tenant) the Initial Tenant Improvements would have been Substantially Complete, if not for such Tenant Delays, as reasonably determined by Landlord. “Tenant Delays” shall mean delays caused by: (i) changes to the Plans and Specifications requested by Tenant that do not conform to Landlord’s building standards for office build-out, or which contain long lead-time or non-standard items requested by Tenant; (ii) any material change in the Plans and Specifications requested by Tenant and agreed to by Landlord; (iii) any request by Tenant for a delay in the commencement or completion of the Initial Tenant Improvements for any reason; or (iv) any other act or omission of Tenant or its employees, agents or contractors which reasonably inhibits the Landlord from timely completing the Initial Tenant Improvements. The Premises shall not be deemed to be unavailable if only minor or insubstantial details of construction, decoration or mechanical adjustments remain to be done. If as a result of Tenant Delays the Premises are deemed ready for Tenant’s occupancy, pursuant to the foregoing (and the term shall have commenced by reason thereof), but the Premises are not in fact actually ready for Tenant’s occupancy, Tenant shall not (except with Landlord’s consent not to be unreasonably withheld, conditioned or delayed) be entitled to take possession of the Premises for the Permitted Use until the Premises are in fact actually ready for such occupancy.

Initial Tenant Improvements. 11.1 11.01 Tenant has provided Landlord with all necessary information regarding Tenant’s space planning needs in connection with its use of the Premises. Based upon such information supplied by Tenant, space plans and specifications have been prepared (the “Plans and Specifications”) for the layout of Tenant’s leasehold improvements to the Premises (“Initial Tenant Improvements”). The Initial Tenant Improvements shall not include Tenant’s furniture, trade fixtures, equipment and personal property and are limited to the fit-up construction, as generally laid out and specified on the Plans and Specifications. Tenant acknowledges that the Initial Tenant Improvements, except as expressly provided in the Plans and Specifications, will be designed and constructed at Landlord’s sole cost and expense (except as otherwise provided herein), in compliance with all applicable law and to the general quality of the design and construction of the Building and in accordance with Landlord’s building standards for the Building. Tenant has approved and agreed to the Plans and Specifications. The Plans and Specifications are attached hereto as Exhibit H.E. 11.2 11.02 Tenant agrees that Landlord shall have no obligation to make any changes to the Plans and Specifications requested by Tenant, provided, however, to the extent Landlord agrees to any such changes, Tenant agrees that any additional cost resulting from such approved changes shall be the responsibility of Tenant and shall be paid in full by Tenant to Landlord within ten (10) business days of billing therefor by Landlord; and Tenant agrees that if any such changes do result in delay in Substantial Completion, same shall be deemed a Tenant Delay (as defined below). 11.3 11.03 Landlord shall proceed, using reasonable efforts, to obtain all necessary permits and approvals for the construction of the Initial Tenant Improvements, to engage a contractor or construction manager to perform or supervise the construction and to proceed to construct the Initial Tenant Improvements in substantial conformance with the Plans and Specifications. Landlord reserves the right to make changes and substitutions to the Plans and Specifications in connection with the construction of the Initial Tenant Improvements, provided (i) same do not materially adversely modify the Plans and Specifications; and (ii) such changes and substitutions will not adversely affect Tenant’s operations in the Premises. Subject Landlord hereby agrees to matters notify Tenant of Force Majeure, such changes and substitutions before implementing the same. Landlord agrees to use commercially reasonable efforts to Substantially Complete the Initial Tenant Improvements in a good and workmanlike manner by August 10, 2017, but in no event shall Landlord be liable to Tenant for any failure to deliver the Premises on any specified date, nor shall such failure give rise to any default or other remedies under this Lease or at law or equity; provided that in the event the Initial Tenant Improvements are not completed by October 10, 2017 (the “Abatement Date”), and provided that such failure to complete is not due to Tenant Delay (as defined below), Tenant shall receive a rent abatement of Base Rent on a day for day basis for each day after the Abatement Date that such work has not been Substantially Completed. Except for the Initial Tenant Improvements and any repairs expressly required to be made by Landlord under this Lease, Landlord shall have no obligation to perform any work or construction to make the Target Term Commencement DatePremises fit for use and occupation or for Tenant’s particular purpose or to make them acceptable to Tenant. 11.4 11.04 The Initial Tenant Improvements shall be deemed “Substantially Complete” on the date (the “Substantial Completion Date”) Tenant receives notice from Landlord that Landlord has received a certificate of occupancy (temporary or permanent) or a fully-signed off building permit for the Premises issued by the Town of Lexington (the “Certificate of Occupancy”). Any of ) and a letter from Landlord’s contractor that the Initial Tenant Improvements not fully completed (of which Tenant shall give Landlord notice as provided below) on the Term Commencement Date shall thereafter be so completed with reasonable diligence by Landlord, but in any event within thirty (30) days after the Term Commencement Date until such items cannot reasonably be completed within such time frame. Notwithstanding the foregoing, if any delay in the Substantial Completion of the Initial Tenant Improvements by Landlord is due to Tenant Delays, then the Substantial Completion Date shall be deemed to be the date (as set forth in a written notice from Landlord to Tenant) the Initial Tenant Improvements would have been Substantially Complete, if not for such Tenant Delays, as reasonably determined by Landlord. “Tenant Delays” shall mean delays caused by: (i) changes to the Plans and Specifications requested by Tenant that do not conform to Landlord’s building standards for office build-out, or which contain long lead-time or non-standard items requested by Tenant; (ii) any material change in the Plans and Specifications requested by Tenant and agreed to by Landlord; (iii) any request by Tenant for a delay in the commencement or completion of the Initial Tenant Improvements for any reason; or (iv) any other act or omission of Tenant or its employees, agents or contractors which reasonably inhibits the Landlord from timely completing the Initial Tenant Improvements. The Premises shall not be deemed to be unavailable if only minor or insubstantial details of construction, decoration or mechanical adjustments remain to be done. If as a result of Tenant Delays the Premises are deemed ready for Tenant’s occupancy, pursuant to the foregoing (and the term shall have commenced by reason thereof), but the Premises are not in fact actually ready for Tenant’s occupancy, Tenant shall not (except with Landlord’s consent not to be unreasonably withheld, conditioned or delayed) be entitled to take possession of the Premises for the Permitted Use until the Premises are in fact actually ready for such occupancy.Substantially

Initial Tenant Improvements. 11.1 Tenant has provided Landlord with all necessary information regarding Tenant’s space planning needs in connection with its use shall construct the initial --------------------------- tenant improvements during the first three months of the Premises. Based upon such information supplied by Term (those improvements completed during the first three months of the Term are herein called the "Initial Improvements") and the Secondary Work in accordance with -------------------- Section 6.(a) and Exhibit B, at Tenant, space plans and specifications have been prepared (the “Plans and Specifications”) for the layout of Tenant’s leasehold improvements to the Premises (“Initial Tenant Improvements”). The Initial Tenant Improvements shall not include Tenant’s furniture, trade fixtures, equipment and personal property and are limited to the fit-up construction, as generally laid out and specified on the Plans and Specifications. Tenant acknowledges that the Initial Tenant Improvements's expense, except as expressly provided in below. --------- (1) Tenant shall bear the Plans and Specifications, will be designed and constructed entire cost of performing the Work (defined below) relating to the general quality Initial Improvements and Secondary Work (including, without limitation, design of the design Initial Improvements and construction Secondary Work and preparation of the Building Working Drawings, costs of construction labor and materials, electrical usage during construction, additional janitorial services, general tenant signage, related taxes and insurance costs relating thereto, all of which costs are herein collectively called the "Total Construction Costs") in accordance with Landlord’s building standards excess of the Initial Construction Allowance ------------------------- and the Secondary Work Allowance. Upon approval of the Working Drawings for the Building. Initial Improvements and Secondary Work and selection of a contractor, Tenant has approved shall promptly execute a work order agreement prepared by Landlord which identifies such drawings, itemizes the Total Construction Costs and agreed sets forth the Initial Construction Allowance and the Secondary Work Allowance. (2) Provided no Event of Default exists, Landlord shall provide to Tenant a construction allowance for the Initial Improvements (the "Initial ------- Construction Allowance") equal to the Plans and Specificationslesser of (A) the Total Construction ---------------------- Costs incurred for the Initial Improvements or (B) $286,000. The Plans and Specifications are attached hereto as Exhibit H. 11.2 Tenant agrees that Landlord shall have no obligation provide to make any changes to the Plans and Specifications requested by Tenant, provided, however, to the extent Landlord agrees to any such changes, Tenant agrees that any additional cost resulting from such approved changes shall be the responsibility of Tenant and shall be paid in full by Tenant to Landlord within ten (10) business days of billing therefor by Landlord; and Tenant agrees that if any such changes do result in delay in Substantial Completion, same shall be deemed a Tenant Delay (as defined below). 11.3 Landlord shall proceed, using reasonable efforts, to obtain all necessary permits and approvals construction allowance for the construction of the mezzanine level and first floor buildout of any warehouse space in the Building (the "Secondary Work") equal to $104,000 plus the lesser of (i) -------------- the amount by which the Total Construction Costs for the Secondary Work exceeds $104,000 or (ii) the positive difference, if any, obtained by subtracting the Initial Improvements' Total Construction Costs from $286,000 (the "Secondary Work Allowance"). The Secondary Work Allowance shall be paid to ------------------------ Tenant Improvementsafter Tenant has paid Base Rent for 12 consecutive months (following abatements for any Abatement Period), Tenant has delivered to engage a contractor or construction manager Landlord evidence of the cost thereof, and no Event of Default exists. If Tenant fails to perform or supervise commence work on the Secondary Work within 13 months after the Commencement Date or, after beginning such work, fails to complete the Secondary Work within 18 months after the Commencement Date Landlord's obligation to provide the Secondary Work Allowance shall terminate. To the extent Tenant is entitled to receive such allowances, the construction allowances shall be disbursed in monthly advances based on the costs of the work incurred. Tenant shall submit to Landlord (but not more frequently than once per month) construction allowance requests accompanied by all invoices from contractors, subcontractors, and to proceed to construct suppliers evidencing the cost of performing the Work for which the request is being submitted, together with lien waivers from such parties. Provided that no Event of Default exists, Landlord shall make advances of the construction allowances within ten days after its receipt of the advance request accompanied by the appropriate documentation; however, the final draw of the applicable allowance (i.e., the Initial Tenant Improvements in substantial conformance with Construction Allowance or the Plans and Specifications. Landlord reserves the right to make changes and substitutions to the Plans and Specifications in connection with the construction Secondary Work Allowance), which shall not be less than 10% of the Initial Tenant Improvementsamount of such allowance, provided same do shall not materially adversely modify the Plans and Specifications. Subject to matters of Force Majeure, Landlord agrees to use commercially reasonable efforts to deliver the Premises to Tenant by the Target Term Commencement Date. 11.4 The Initial Tenant Improvements shall be deemed “Substantially Complete” on the date (the “Substantial Completion Date”) Tenant receives notice from Landlord that disbursed until Landlord has received final lien waivers from all persons performing work or supplying materials for the Initial Improvements or Secondary Work, as applicable, and a certificate of occupancy (temporary or permanent) or a fully-signed off building permit from the appropriate governmental authority, if applicable to the Work for the Premises issued by the Town Initial Improvements and Secondary Work, or, if applicable, evidence of Lexington (the “Certificate of Occupancy”). Any governmental inspection and approval of the Initial Tenant Improvements not fully completed (of which Tenant shall give Landlord notice as provided below) on the Term Commencement Date shall thereafter be so completed with reasonable diligence by Landlord, but in any event within thirty (30) days after the Term Commencement Date until such items cannot reasonably be completed within such time frame. Notwithstanding the foregoing, if any delay in the Substantial Completion of Work for the Initial Tenant Improvements by Landlord is due to Tenant Delays, then the Substantial Completion Date shall be deemed to be the date (as set forth in a written notice from Landlord to Tenant) the Initial Tenant Improvements would have been Substantially Complete, if not for such Tenant Delays, as reasonably determined by Landlord. “Tenant Delays” shall mean delays caused by: (i) changes to the Plans and Specifications requested by Tenant that do not conform to Landlord’s building standards for office build-out, or which contain long lead-time or non-standard items requested by Tenant; (ii) any material change in the Plans and Specifications requested by Tenant and agreed to by Landlord; (iii) any request by Tenant for a delay in the commencement or completion of the Initial Tenant Improvements for any reason; or (iv) any other act or omission of Tenant or its employees, agents or contractors which reasonably inhibits the Landlord from timely completing the Initial Tenant Improvements. The Premises shall not be deemed to be unavailable if only minor or insubstantial details of construction, decoration or mechanical adjustments remain to be done. If as a result of Tenant Delays the Premises are deemed ready for Tenant’s occupancy, pursuant to the foregoing (and the term shall have commenced by reason thereof), but the Premises are not in fact actually ready for Tenant’s occupancy, Tenant shall not (except with Landlord’s consent not to be unreasonably withheld, conditioned or delayed) be entitled to take possession of the Premises for the Permitted Use until the Premises are in fact actually ready for such occupancySecondary Work.

Initial Tenant Improvements. 11.1 Upon the date Landlord notifies Tenant has provided Landlord with all necessary information regarding Tenant’s space planning needs in connection with its use of Landlord's delivery of possession of the Premises. Based upon such information supplied by Building to Tenant, space plans and specifications have been prepared (Tenant may to the “Plans and Specifications”) for extent not already completed by Landlord, undertake the layout of Tenant’s leasehold improvements Improvements to the Premises (“Initial Tenant Improvements”)which are required to adapt it to Tenant's use. The Initial Tenant Provided however, that such Improvements shall not include Tenant’s furniture, trade fixtures, equipment and personal property and are limited to be in accordance with the fit-up construction, as generally laid out and specified on the Approved Plans and Specificationsshall be in compliance with such Applicable Laws. Any and all change orders, which involve appearance or structural changes from the Approved Plans, shall require the approval of Landlord, which shall not be unreasonably withheld. If said approval, or disapproval which specifies the items and reasons for which Landlord is objecting, is not received by Tenant within five (5) business days after receipt of said changes by the Landlord, Tenant may deem the changes approved and proceed. Tenant acknowledges shall be responsible for obtaining any and all permits required for the commencement of such construction and occupancy of the areas upon completion thereof. Tenant agrees that the Initial Tenant Improvements, except as expressly provided in the Plans any and Specifications, all construction will be designed done in a good and constructed workmanlike manner, diligently prosecuted to the general quality of the design and construction of the Building completion, and in accordance with all Applicable Laws and the approved plans therefor. During the course of construction of the Tenant Improvements and any subsequent permitted Alterations pursuant to Paragraph 6A above, Tenant or its contractor shall maintain in effect a policy of "builder's all risk" insurance covering such work, in such form and amounts, and such other insurance, as may be reasonably required by Landlord’s building standards . Following completion of the Tenant Improvements and any subsequent permitted Alterations pursuant to Paragraph 6A above, Tenant shall (i) record a notice of completion in accordance with Applicable Laws, if applicable, and (ii) deliver to Landlord a set of ''as built" plans and specifications for the BuildingPremises. Tenant has approved and agreed to Except for the Plans and Specifications. The Plans and Specifications are attached hereto as Exhibit H. 11.2 Tenant agrees that Landlord shall have no obligation to make any changes to the Plans and Specifications requested by Tenant, provided, however, to the extent Landlord agrees to any such changesnegligent acts of Landlord, Tenant agrees that to indemnify, defend and hold Landlord harmless from and against any additional cost resulting from such approved changes shall be the responsibility of Tenant loss, damage, claim, liability or expense (including, without limitation, attorneys' fees and shall be paid in full by Tenant to Landlord within ten (10expenses) business days of billing therefor by Landlord; and Tenant agrees that if any such changes do result in delay in Substantial Completion, same shall be deemed a Tenant Delay (as defined below). 11.3 Landlord shall proceed, using reasonable efforts, to obtain all necessary permits and approvals for the construction of the Initial Tenant Improvements, to engage a contractor or construction manager to perform or supervise the construction and to proceed to construct the Initial Tenant Improvements in substantial conformance with the Plans and Specifications. Landlord reserves the right to make changes and substitutions to the Plans and Specifications whatsoever in connection with the construction performance of the Initial Tenant Improvements, provided same do not materially adversely modify the Plans and Specifications. Subject to matters of Force Majeure, Landlord agrees to use commercially reasonable efforts to deliver the Premises to Tenant by the Target Term Commencement Date. 11.4 The Initial such Tenant Improvements or Alterations construction work and if Landlord shall be deemed “Substantially Complete” on the date (the “Substantial Completion Date”) Tenant receives notice from Landlord that Landlord has received named as a certificate party of occupancy (temporary or permanent) or a fully-signed off building permit for the Premises issued by the Town of Lexington (the “Certificate of Occupancy”). Any of the Initial Tenant Improvements not fully completed (of which Tenant shall give Landlord notice as provided below) on the Term Commencement Date shall thereafter be so completed with reasonable diligence by Landlord, but in any event within thirty (30) days after the Term Commencement Date until such items cannot reasonably be completed within such time frame. Notwithstanding the foregoing, if any delay in the Substantial Completion of the Initial Tenant Improvements by Landlord is due to Tenant Delays, then the Substantial Completion Date shall be deemed to be the date (as set forth in a written notice from Landlord to Tenant) the Initial Tenant Improvements would have been Substantially Complete, if not for such Tenant Delays, as reasonably determined by Landlord. “Tenant Delays” shall mean delays caused by: (i) changes to the Plans and Specifications requested by Tenant that do not conform to Landlord’s building standards for office build-out, or which contain long lead-time or non-standard items requested by Tenant; (ii) any material change in the Plans and Specifications requested by Tenant and agreed to by Landlord; (iii) any request by Tenant for a delay in the commencement or completion of the Initial Tenant Improvements for any reason; or (iv) any other act or omission of Tenant or its employees, agents or contractors which reasonably inhibits the Landlord from timely completing the Initial Tenant Improvements. The Premises shall not be deemed to be unavailable if only minor or insubstantial details of construction, decoration or mechanical adjustments remain to be done. If litigation brought as a result of any acts or omissions of Tenant Delays the Premises are deemed ready for Tenant’s occupancy, pursuant relating to the foregoing (and the term shall have commenced by reason thereof), but the Premises are not in fact actually ready for Tenant’s occupancysaid construction, Tenant shall not (except with Landlord’s consent not agrees to be unreasonably withheldlikewise indemnify, conditioned or delayed) be entitled to take possession of the Premises defend and hold harmless Landlord in such action and reimburse Landlord for the Permitted Use until the Premises are all costs and expenses, including reasonable attorneys' fees and expenses, incurred by Landlord in fact actually ready for such occupancyconnection therewith.

Initial Tenant Improvements. 11.1 Tenant has provided The Landlord with all necessary information regarding Tenant’s space planning needs in connection with shall, at its use of sole cost and expense, make the Premises. Based upon such information supplied by Tenant, space plans and specifications have been prepared (the “Plans and Specifications”) for the layout of Tenant’s leasehold improvements to the Premises which are set forth in the work letter and plans and specifications listed in Exhibit C (the “Initial Landlord’s Work”) in accordance with both such work letter and plans and specifications listed in Exhibit C and all Legal Requirements. (i) Landlord shall comply in all material respects with all Legal Requirements applicable to the construction of the Landlord’s Work, including obtaining all permits and approvals and any costs and expense thereof shall be Landlord’s responsibility. (ii) All work to the Premises not included in Landlord’s Work (the “Tenant’s Work”) shall be Tenant’s responsibility and all costs related thereto shall be borne solely by Tenant Improvements(the “Tenant Costs”), provided that Landlord will reimburse Tenant for material increases in Tenant Costs to the extent Tenant can demonstrate that the increased Tenant Costs are third party costs and such increase is a result of a delay by Landlord that persists beyond the Grace Period (as defined in Section 17.4(b)) in the performance of Landlord’s Work. The Initial Tenant Improvements Costs shall be funded by Tenant, at Tenant’s option, either directly or through payment of “Tenant Improvement Rent.” “Tenant Improvement Rent” shall be calculated as an amount payable monthly and sufficient to amortize the Tenant Costs over the Original Term at an annual interest rate of [***] percent ([***]%). Tenant Improvement Rent may be prepaid at any time, with interest calculated as follows: (A) as to the Tenant Improvement Rent for the Phase I Premises, interest shall be calculated from the Phase I Rent Commencement Date through the date of prepayment, (B) as to the Tenant Improvement Rent for the Phase II Premises, interest shall be calculated from the Phase II Rent Commencement Date to the date of prepayment, and (C) as to the Tenant Improvement Rent for the Phase III Premises, interest shall be calculated from the Phase III Rent Commencement Date through the date of prepayment. (iii) Landlord shall provide basic design programming for the Premises using the services of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ Associates, Inc. for base building, architectural, mechanical, electrical and plumbing design, but shall not include provide Tenant programming, interior design, selection of Tenant specialties, finishes, signage, branding or exterior improvements beyond those described in Exhibit C. All such costs beyond those described in Exhibit C shall be borne by Tenant. General contracting for Tenant’s furnitureWork shall be by Struever Bros. Eccles & ▇▇▇▇▇, trade fixturesInc., equipment with general conditions and personal property fee to be calculated at [***] percent ([***]%) of the cost of Tenant’s Work. (iv) Except as set forth in Exhibit C, Landlord shall use new building standard materials, quantities and are limited procedures to construct and complete the Landlord’s Work, and shall perform all work in a good and workmanlike manner. Landlord, at Landlord’s sole cost and expense, shall complete the Punch List items in accordance with Section 10.1(a)(vi) hereof, including Landlord’s obligation to pay for any applicable general conditions in connection with the completion of the Punch List. Landlord shall (A) provide Tenant with full and complete information on all warranties and guaranties relating to the fit-up constructionLandlord’s Work, and (B) promptly after written notice thereof given within the one (1) year period after Substantial Completion of the Landlord’s Work as generally laid out to the applicable phase of the Premises, cure any and specified all defects in the Landlord’s Work at Landlord’s sole cost and expense. This is in addition to any obligation on Landlord under this Lease to make repairs. (v) Tenant shall review and either approve or notify Landlord of its proposed changes, if any, to the Plans work letter and Specificationsplans and specifications listed in Exhibit C within seven (7) days of Tenant’s receipt thereof. Any proposed changes must be accompanied by a good faith estimate of the costs related thereto. If the Tenant fails to respond within such seven (7) day period, such work letter and plans and specifications shall be deemed approved. Landlord shall make any reasonable changes to such work letter and/or plans and specifications timely requested by the Tenant and necessary to make the plans and specifications conform to Exhibit C or the work letter as the case may be. Tenant agrees to deliver the design development drawings and construction drawings for the Premises in accordance with that certain schedule as set forth on Exhibit E (the “Schedule of Deliveries”). Tenant acknowledges that the Initial if Tenant Improvements, except as expressly provided in the Plans and Specifications, will be designed and constructed to the general quality of the design and construction of the Building and in accordance with Landlord’s building standards for the Building. Tenant has approved and agreed to the Plans and Specifications. The Plans and Specifications are attached hereto as Exhibit H. 11.2 Tenant agrees that Landlord shall have no obligation fails to make any changes to the Plans and Specifications requested by Tenant, provided, however, to the extent Landlord agrees to any such changes, Tenant agrees that any additional cost resulting from such approved changes shall be the responsibility of Tenant and shall be paid in full by Tenant deliveries to Landlord within ten the times specified as set for on the Schedule of Deliveries, delivery of the Premises may be delayed and Landlord shall not be responsible to Tenant for costs incurred by Tenant resulting from a delay in delivery of the Premises. (10vi) Within five (5) business days after Landlord has notified Tenant that Landlord has achieved Substantial Completion of billing therefor by the Landlord; ’s Work (whether or not Tenant is then in possession of some or all of the Premises), Landlord and Tenant agrees that if any such changes do result in delay in shall prepare the Punch List. Landlord shall immediately commence to complete or correct the items on the Punch List. Landlord shall complete all Punch List items within three (3) months following Substantial Completion, same shall be deemed a Tenant Delay (as defined below). 11.3 Landlord shall proceed, using reasonable efforts, to obtain all necessary permits and approvals for the construction of the Initial Tenant Improvements, to engage a contractor or construction manager to perform or supervise the construction and to proceed to construct the Initial Tenant Improvements in substantial conformance with the Plans and Specifications. Landlord reserves the right to make changes and substitutions to the Plans and Specifications in connection with the construction of the Initial Tenant Improvements, provided same do not materially adversely modify the Plans and Specifications. Subject to matters of Force Majeure, Landlord agrees to use commercially reasonable efforts to deliver the Premises to Tenant by the Target Term Commencement Date. 11.4 The Initial Tenant Improvements shall be deemed “Substantially Complete” on the date (the “Substantial Completion Date”unless such item(s) Tenant receives notice from Landlord that Landlord has received a certificate of occupancy (temporary or permanent) or a fully-signed off building permit for the Premises issued by the Town of Lexington (the “Certificate of Occupancy”). Any of the Initial Tenant Improvements not fully completed (of which Tenant shall give Landlord notice as provided below) on the Term Commencement Date shall thereafter be so completed with reasonable diligence by Landlord, but in any event within thirty (30) days after the Term Commencement Date until such items cannot reasonably be completed within such time frameframe because of its nature, or as a result of a force majeure event, in which case the Landlord shall notify Tenant in writing of such uncompleted items and diligently work to complete such item(s) within a reasonable time thereafter. Notwithstanding Failure to complete the foregoingPunch List items within three (3) months, if unless excused per the prior sentence, will entitle Tenant to withhold, until such work is completed, Base Rent equal to [***] percent ([***]%) of Tenant’s estimate of the cost required to complete the Punch List items. If after an additional three (3) months, Punch List items not otherwise excused or properly deferred have not been completed, Tenant may at any delay time perform such work on its own and use the withheld Base Rent in full payment therefore. Upon request of either party, the foregoing procedure for establishing a Punch List and completing the Punch List items may be applied to one or more phases of the Premises as each is Substantial Completed. Tenant’s taking possession of the Premises and acceptance of the Premises shall not constitute a waiver of any warranty or of any defect in regard to Landlord’s Work (“construction defect”). All work and equipment included in Landlord’s Work shall be warranted by Landlord for a period of one (1) year after Substantial Completion of the Initial Tenant Improvements Landlord’s Work as to the applicable phase of the Premises. Landlord shall be responsible for causing the correction or remedy of any construction defects covered by such warranty or warranties within the one (1) year period after Substantial Completion of the Landlord’s Work as to the applicable phase of the Premises. In addition, Landlord is due will assign to Tenant Delays, then the Substantial Completion Date shall be deemed to be the date (as set forth in a written notice from Landlord to Tenant) the Initial Tenant Improvements would have been Substantially Complete, if not any manufacturer’s warranties associated with equipment forming part of Landlord’s Work but only for such equipment that Tenant Delays, as reasonably determined by Landlord. “Tenant Delays” shall mean delays caused by: (i) changes to the Plans is responsible for maintaining and Specifications requested by Tenant that do not conform to Landlord’s building standards for office build-out, or which contain long lead-time or non-standard items requested by Tenant; (ii) any material change in the Plans and Specifications requested by Tenant and agreed to by Landlord; (iii) any request by Tenant for a delay in the commencement or completion of the Initial Tenant Improvements for any reason; or (iv) any other act or omission of Tenant or its employees, agents or contractors which reasonably inhibits the Landlord from timely completing the Initial Tenant Improvements. The Premises shall not be deemed to be unavailable if only minor or insubstantial details of construction, decoration or mechanical adjustments remain to be done. If as a result of Tenant Delays the Premises are deemed ready for Tenant’s occupancy, repairing pursuant to the foregoing (and the term shall have commenced by reason thereof), but the Premises are not in fact actually ready for Tenant’s occupancy, Tenant shall not (except with Landlord’s consent not to be unreasonably withheld, conditioned or delayed) be entitled to take possession terms of the Premises for the Permitted Use until the Premises are in fact actually ready for such occupancythis Lease.

Initial Tenant Improvements. 11.1 11.01. Tenant has provided Landlord with all necessary information regarding Tenant’s space planning needs in connection with its use of the Premises. Based upon such information supplied by Tenant, space plans and specifications have been prepared (the “Plans and Specifications”) for the layout of Tenant’s leasehold improvements to the Premises (“Initial Tenant Improvements”). , The Initial Tenant Improvements shall not include Tenant’s furniture, trade fixtures, equipment and personal property and are limited to the fit-up construction, as generally laid out and specified on the Plans and Specifications. , Tenant acknowledges that the Initial Tenant Improvements, except as expressly provided in the Plans and Specifications, will be substantially designed and constructed to the general quality of the design and construction of the Building and in accordance with Landlord’s building standards for the Building. Tenant has approved and agreed to the Plans and Specifications. The Plans and Specifications are attached hereto as Exhibit H. 11.2 11.02. Tenant agrees that Landlord shall have no obligation to make any material changes to the Plans and Specifications requested by Tenant, provided, however, to the extent Landlord agrees to any such changeschanges whether material or immaterial, Tenant agrees that any additional actual cost to Landlord, in excess of the Improvement Allowance and the Additional Allowance, if applicable, resulting from such approved changes shall be the responsibility of Tenant and shall be paid in full by Tenant to Landlord within ten (10) business days of billing therefor by Landlord; and Tenant agrees that if any such changes do result in delay in Substantial Completion, same shall be deemed a Tenant Delay (as defined below). 11.3 11.03. Landlord shall proceed, using reasonable efforts, to obtain all necessary permits and approvals for the construction of the Initial Tenant Improvements, to engage a contractor or construction manager to perform or supervise the construction and to proceed to construct the Initial Tenant Improvements in substantial conformance with the Plans and Specifications. Landlord reserves the right to make changes and substitutions to the Plans and Specifications in connection with the construction of the Initial Tenant Improvements, provided same do not materially adversely modify the Plans and SpecificationsSpecifications or the schedule or delivery of the Initial Tenant Improvements. Subject to matters of Force Majeure, Landlord agrees to use commercially reasonable efforts to Substantially Complete the Initial Tenant Improvements in a good and workmanlike manner by the Anticipated Term Commencement Date, but in no event shall Landlord be liable to Tenant for any failure to deliver the Premises on any specified date, nor shall such failure give rise to any default or other remedies under this Lease or at law or equity; provided, however, in the event Landlord has failed to Substantially Complete the Initial Tenant Improvements on or before the date that is sixty (60) days after the Anticipated Term Commencement Date (as such date shall be extended due to Tenant by Delay (as defined herein) or Force Majeure), then Tenant shall be entitled to a credit against Base Rent first due under the Target Lease in an amount equal to one day of Base Rent for each day after such sixtieth (60th) day until the Initial Tenant Improvements is Substantially Complete. Such rent credit shall be applied against the Base Rent obligations beginning on the Term Commencement DateDate until such credit has been exhausted. 11.4 The Initial Tenant 11.04. Tenant’s Improvements shall be deemed “Substantially Complete” on the date (the “Substantial Completion Date”) Tenant receives notice from Landlord that Landlord has received a certificate of occupancy (temporary or permanent) or a fully-signed off building permit for the Premises issued by the Town of Lexington (the “Certificate of Occupancy”). Any of the Initial Tenant Improvements not fully completed (of which Tenant shall give Landlord notice as provided below) on the Term Commencement Date shall thereafter be so completed with reasonable diligence by Landlord, but in any event within thirty (30) days after the Term Commencement Date until such items cannot reasonably be completed within such time frame. Notwithstanding the foregoing, if any delay in the Substantial Completion of the Initial Tenant Improvements by Landlord is due to Tenant Delays, then the Substantial Completion Date shall be deemed to be the date (as set forth in a written notice from Landlord to Tenant) the Initial Tenant Improvements would have been Substantially Complete, if not for such Tenant Delays, as reasonably determined by Landlord. “Tenant Delays” ”, shall mean delays caused by: (i) changes to requirements of the Plans and Specifications requested by Tenant that do not conform to Landlord’s building standards for office build-out, or which contain long lead-time or non-standard items requested by Tenant; (ii) any material change in the Plans and Specifications requested by Tenant and agreed to by Landlord; (iii) any request by Tenant for a delay in the commencement or completion of the Initial Tenant Improvements for any reason; or (iv) any other act or omission of Tenant or its employees, agents or contractors which reasonably inhibits the Landlord from timely completing the Initial Tenant Improvements. The Premises shall not be deemed to be unavailable if only minor or insubstantial details of construction, decoration or mechanical adjustments remain to be done. If as a result of Tenant Delays the Premises are deemed ready for Tenant’s occupancy, pursuant to the foregoing (and the term shall have commenced by reason thereof), but the Premises are not in fact actually ready for Tenant’s occupancy, Tenant shall not (except with Landlord’s consent not to be unreasonably withheld, conditioned or delayed) be entitled to take possession of the Premises for the Permitted Use permitted use until the Premises premises are in fact actually ready for such occupancy.

Initial Tenant Improvements. 11.1 Landlord shall deliver the Premises to Tenant has provided Landlord with on the Prior Occupancy Date, and all necessary information regarding Tenant’s space planning needs in connection with its use of the Premises. Based upon such information supplied by Tenantalterations and furnishings described in the “Preliminary Plans” and “Specifications” attached hereto as Exhibits C and D, space plans and specifications have been prepared respectively (the “Plans and Specifications”) for the layout of Tenant’s leasehold improvements to the Premises (“Initial Tenant Improvements”). The Initial Tenant Improvements , shall not include Tenant’s furniture, trade fixtures, equipment and personal property and are limited to the fit-up construction, as generally laid out and specified on the Plans and Specifications. Tenant acknowledges that the Initial Tenant Improvements, except as expressly provided be installed in the Plans and Specifications, will be designed and constructed to the general quality of the design and construction of the Building and in accordance with Premises at Landlord’s building standards for the Building. Tenant has approved and agreed to the Plans and Specifications. The Plans and Specifications are attached hereto as Exhibit H. 11.2 Tenant agrees that Landlord shall have no obligation to make any changes to the Plans and Specifications requested by Tenant, provided, however, to the extent Landlord agrees to any such changes, Tenant agrees that any additional cost resulting from such approved changes shall be the responsibility of Tenant and shall be paid in full by Tenant to Landlord within ten (10) business days of billing therefor by Landlord; and Tenant agrees that if any such changes do result in delay in Substantial Completion, same shall be deemed a Tenant Delay (as defined below)sole expense. 11.3 Landlord shall proceed, using reasonable efforts, (a) Prior to obtain all necessary permits and approvals for the construction of the Initial Tenant Improvements, Tenant shall have the opportunity to engage a contractor select or construction manager to perform or supervise the construction and to proceed to construct reject certain alternate components of the Initial Tenant Improvements listed on Exhibit D, attached hereto (“Alternate Items”), the cost of which exceed Landlord’s budget for the Initial Tenant Improvements. Tenant shall reimburse Landlord for the cost of such Alternate Items by payment of the Tenant Improvement Expense pursuant to Section 3.2, above. In addition to selecting or rejecting the Alternate Items listed on Exhibit D, after the Lease Date Tenant shall also select the cubicles to be installed in the Premises by choosing to (i) approve the cubicles designated on Exhibit D (Specifications), in which case no adjustments will be made to Tenant’s payment obligations hereunder; (ii) elect to have Landlord install more expensive cubicles, in which case (1) Landlord shall pay up to $146,564.00 for such cubicles and any expenses to acquire and install such cubicles in excess of $146,564.00 shall be included in the cost of Alternate Items for the purpose of calculating the Tenant Improvement Expense, and (2) Landlord shall own such cubicles throughout the Term and thereafter, without any obligation to pay for such cubicles beyond the initial $146,564.00 paid by Landlord; or (iii) acquire and install cubicles at its sole expense, in which case (1) Tenant shall be entitled to a reduction in Monthly Base Rent equal to $.09 cents per square foot per month ($1,596.60 per month), and (2) installation of the cubicles shall not be a condition to Substantial Completion (as defined in Exhibit E) of the Initial Tenant Improvements and the occurrence of the Prior Occupancy Date. Tenant shall make its election with respect to Alternate Items and cubicles within three (3) days after written notice from Landlord that the Tenant’s selection of the foregoing items must be finalized in order to avoid any delays in the Construction Schedule (based on the advice of Landlord’s Representative). (b) Prior to substantial conformance completion of the Initial Tenant Improvements and without causing the Prior Occupancy Date to occur, Tenant and its agents shall be entitled to enter the Premises for the purposes of performing certain work (anticipated to consist primarily of installation of Tenant’s server equipment in the server room) so long as such work does not interfere with the Plans and Specifications. Landlord reserves the right to make changes and substitutions to the Plans and Specifications in connection with the construction or delay substantial completion of the Initial Tenant Improvements, provided same do not materially adversely modify the Plans and Specifications. Subject to matters of Force Majeure, . (c) Landlord agrees to use commercially shall make reasonable efforts to deliver the Premises to Tenant by on or before August 13, 2004, but Landlord shall not be liable to Tenant if the Target Term Commencement Date. 11.4 Prior Occupancy Date occurs on a later date. The Initial Tenant Improvements shall be deemed “Substantially Complete” on constructed by Landlord in a good and workmanlike manner, using new materials and shall be constructed in compliance with all applicable Laws. The Initial Tenant Improvements shall be covered by Landlord’s warranty set forth in Section 7.1, below. Landlord and Tenant’s rights and responsibilities with respect to the date (the “Substantial Completion Date”) Tenant receives notice from Landlord that Landlord has received a certificate of occupancy (temporary or permanent) or a fully-signed off building permit for the Premises issued by the Town of Lexington (the “Certificate of Occupancy”). Any construction of the Initial Tenant Improvements not fully completed (of which Tenant shall give Landlord notice as provided below) on the Term Commencement Date shall thereafter be so completed with reasonable diligence by Landlord, but in any event within thirty (30) days after the Term Commencement Date until such items cannot reasonably be completed within such time frame. Notwithstanding the foregoing, if any delay in the Substantial Completion of the Initial Tenant Improvements by Landlord is due to Tenant Delays, then the Substantial Completion Date shall be deemed to be the date (as set forth in a written notice from Landlord to Tenant) the Initial Tenant Improvements would have been Substantially Complete, if not for such Tenant Delays, as reasonably determined by Landlord. “Tenant Delays” shall mean delays caused by: (i) changes subject to the Plans and Specifications requested by Tenant that do not conform to Landlord’s building standards for office build-out, or which contain long lead-time or non-standard items requested by Tenant; (ii) any material change in the Plans and Specifications requested by Tenant and agreed to by Landlord; (iii) any request by Tenant for a delay in the commencement or completion of the Initial Tenant Improvements for any reason; or (iv) any other act or omission of Tenant or its employees, agents or contractors which reasonably inhibits the Landlord from timely completing the Initial Tenant Improvements. The Premises shall not be deemed to be unavailable if only minor or insubstantial details of construction, decoration or mechanical adjustments remain to be done. If “Work Letter” attached hereto as a result of Tenant Delays the Premises are deemed ready for Tenant’s occupancy, pursuant to the foregoing (and the term shall have commenced by reason thereof), but the Premises are not in fact actually ready for Tenant’s occupancy, Tenant shall not (except with Landlord’s consent not to be unreasonably withheld, conditioned or delayed) be entitled to take possession of the Premises for the Permitted Use until the Premises are in fact actually ready for such occupancy.Exhibit E.

Initial Tenant Improvements. 11.1 Tenant has provided (a) Landlord with all necessary information regarding Tenant’s space planning needs shall construct, or cause to be constructed, in connection with its use of the Premises. Based upon such information supplied by Tenanta good and workmanlike manner, space plans and specifications have been prepared (the “Plans and Specifications”) for the layout of Tenant’s leasehold certain improvements to the Demised Premises as provided for in the Tenant’s Plans (as hereinafter defined). The work described in the Tenant’s Plans is hereinafter referred to as the “Initial Tenant Improvements”). The . (b) Landlord and Tenant have attached hereto the initial plans (the “Initial Tenant Improvements shall not include Tenant’s furniture, trade fixtures, equipment and personal property and are limited to the fit-up construction, as generally laid out and specified on the Plans and Specifications. Tenant acknowledges that Plans”) for the Initial Tenant Improvements, except as expressly provided in the Plans and Specifications, will be designed and constructed to the general quality consisting of the design and construction of the Building and in accordance with Landlord’s building standards for the Building. Tenant has approved and agreed to the Plans and Specifications. The Plans and Specifications are space plan attached hereto as Exhibit H. 11.2 Tenant agrees that Landlord shall have no obligation to make any changes to the Plans and Specifications requested by Tenant, provided, however, to the extent Landlord agrees to any such changes, Tenant agrees that any additional cost resulting from such approved changes shall be the responsibility of Tenant and shall be paid in full by Tenant to Landlord within ten (10) business days of billing therefor by Landlord; and Tenant agrees that if any such changes do result in delay in Substantial Completion, same shall be deemed a Tenant Delay (as defined below). 11.3 Landlord shall proceed, using reasonable efforts, to obtain all necessary permits and approvals for the construction of the Initial Tenant Improvements, to engage a contractor or construction manager to perform or supervise the construction and to proceed to construct the Initial Tenant Improvements in substantial conformance with the Plans and Specifications. Landlord reserves the right to make changes and substitutions to the Plans and Specifications in connection with the construction of the Initial Tenant Improvements, provided same do not materially adversely modify the Plans and Specifications. Subject to matters of Force Majeure, Landlord agrees to use commercially reasonable efforts to deliver the Premises to Tenant by the Target Term Commencement Date. 11.4 The Initial Tenant Improvements shall be deemed “Substantially CompleteB” on the date (the “Substantial Completion DateSpace Plan”) Tenant receives notice from Landlord that Landlord has received a certificate of occupancy (temporary or permanent) or a fully-signed off building permit for and the Premises issued by the Town of Lexington construction standards attached hereto as Exhibit “B-1” (the “Certificate of OccupancyConstruction Standards”). Any Tenant shall provide to Landlord any reasonable information required by Landlord for preparation of the Initial Tenant Improvements not fully completed Construction Drawings (of which Tenant shall give Landlord notice as provided belowhereinafter defined), including, without limitation, Tenant’s finish selections, mechanical loads, electrical loads and locations, furniture plans and special lighting and use requirements, if any (collectively, the “Construction Information”) on or before the Term Commencement Date shall thereafter be so completed with reasonable diligence Construction Information Submission Date. In the event additional or supplemental Construction Information is required by Landlord, but in any event Tenant shall, within five (5) days after Landlord's request therefor, provide to Landlord such Construction Information. Landlord, no later than thirty (30) days after the Term Commencement Date Construction Information Date, shall prepare and deliver to Tenant for Tenant’s approval, a complete and coordinated set of working, finished and detailed construction and engineering drawings and specifications for the Initial Tenant Improvements (the "Construction Drawings"), which shall (i) be prepared in conformity with the Initial Plans, (ii) comply with all legal requirements and Building and Construction Standards, and (iii) be sealed by a licensed architect and suitable for the issuance of any required building permit. If Tenant does not provide Landlord with a written response within five (5) business days of Landlord’s delivery of the Construction Drawings to Tenant, the Construction Drawings shall be deemed approved by Tenant. In the event Tenant does not approve of the Construction Drawings, then within five (5) business days after Landlord’s delivery of the Construction Drawings to Tenant (the “Approval Period”), Tenant shall provide good faith detailed written reasons for such disapproval (the “Detail Notice”); provided, that Tenant shall use commercially reasonable good faith efforts to provide the Detail Notice as soon as possible after the commencement of the Approval Period, but in no event later than the expiration of the Approval Period. Within an additional ten (10) days after the receipt of the Detail Notice, Landlord shall resubmit the Construction Drawings to Tenant, and the process shall be repeated until the Construction Drawings have been approved, or deemed approved, by Tenant; except Tenant shall not comment on any portion of the Construction Drawings which previously were not timely disapproved in the manner set forth above. Landlord or Landlord's agent, at no additional charge to Tenant, shall act as construction manager with respect to the Initial Tenant Improvements. Landlord shall apply to the appropriate governmental authorities for any building permit(s) that shall be required in connection with Landlord's performance of the Initial Tenant Improvements. Landlord shall diligently prosecute the Initial Tenant Improvements to completion, using building standard materials and finishes as set forth in Exhibit B-1. Landlord shall perform the Initial Tenant Improvements in accordance with the Tenant’s Plans, in compliance with all legal requirements, and otherwise in a good and workmanlike manner. Landlord reserves the right however, (i) to make substitutions of material of equivalent grade and quality when and if any specified material shall not be readily and reasonably available, and (ii) to make changes necessitated by conditions met in the course of construction, provided that Tenant's approval of any substantial change shall first be obtained (which approval shall not be unreasonably withheld or delayed so long as there shall be general conformity with the Tenant’s Plans). Landlord shall arrange for any inspections, and shall, at its sole cost and expense, apply for and obtain any temporary or final Certificate of Occupancy, required by any governmental authority. (c) The Initial Plans and the Construction Drawings, as finally approved by all applicable governmental authorities, are hereinafter collectively referred to as the “Tenant’s Plans”. Notwithstanding anything to the contrary contained herein, if the final Construction Drawings, as finally approved by all applicable governmental authorities, contain any work which was not included in, is different than or otherwise exceeds the requirements of, the Initial Plans, then the same shall constitute a change order requested by Tenant (a “Tenant Change Order”) and Tenant shall pay any increase in the cost attributable to or resulting from such Tenant Change Order (including, without limitation, additional Architect’s fees and additional costs of constructing the Initial Tenant Improvements, as well as Landlord’s additional administrative costs and engineering review fees). Any delay in the date of Substantial Completion (as hereinafter defined) by reason of any such Tenant Change Order shall constitute a Tenant Delay as hereinafter defined. Without limiting the foregoing, and unless otherwise specifically agreed by Landlord and Tenant or otherwise specifically detailed in the Initial Plans approved by Landlord, all materials, finishes, quality levels, quantities and the like applicable to the Initial Tenant Improvements as depicted in the Initial Plans shall be consistent with the “building standard” items cangenerally provided by Landlord for comparable tenancies in the Building. (d) Tenant Change Orders shall not be permitted without the prior written approval of Landlord, which approval shall not be unreasonably withheld, conditioned or delayed by Landlord so long as the Tenant Change Order does not delay Substantial Completion or materially increase the cost of the Initial Tenant Improvements. If Landlord approves any Tenant Change Order then, notwithstanding anything to the contrary contained herein, Tenant shall pay any increase in the cost of constructing the Initial Tenant Improvements resulting from such Tenant Change Order within ten (10) days after receipt of Landlord’s invoice therefor. As a condition to Landlord’s approval of any Tenant Change Order, Landlord may require that, prior to Landlord’s commencement of any work related to such Tenant Change Order, Tenant shall pay to Landlord fifty percent (50%) of the amount estimated by Landlord to become due to Landlord with respect to such Tenant Change Order and the remaining fifty percent (50%) when the work under the Tenant Change Order has been substantially completed and ready for Tenant’s use and occupancy. (e) Upon Substantial Completion of the Initial Tenant Improvements, Landlord shall notify Tenant and Tenant shall inspect the Demised Premises with Landlord within three (3) business days after Tenant’s receipt of Landlord’s notice. Within two (2) business days of completion of the inspection, it shall be presumed that all work theretofore performed by or on behalf of Landlord was satisfactorily performed in accordance with, and meeting the requirements of, this Lease, excepting, however: (i) required work not actually completed by Landlord and which is identified at the time of the inspection on a list prepared by the construction representatives of Landlord and Tenant (“Punchlist Items”), or (ii) to latent defects in such work which could not reasonably have been discovered at the time of the inspection provided that Tenant notifies Landlord in writing of such defects within one (1) year after the Commencement Date. Landlord shall substantially complete the Punchlist Items within sixty (60) days of the inspection, except for any Long Lead Items as set forth herein. (f) Landlord’s work in constructing the Initial Tenant Improvements shall be deemed to be “Substantially Completed”, and “Substantial Completion” shall mean, when: (i) the work to be performed by Landlord shown on the Tenant’s Plans has been completed within except for minor or insubstantial details of construction, mechanical adjustments, or finishing touches like plastering or painting, which items shall not materially and adversely affect Tenant’s conduct of its ordinary business activities in the Demised Premises, and (ii) the issuance of a temporary or final Certificate of Occupancy by the municipality so that Tenant may lawfully occupy the Demised Premises for its ordinary business activities (except to the extent that such time framelawful occupancy is conditioned on remaining installations, work or improvements to be performed by Tenant). Notwithstanding the foregoing, if any delay in the event that Substantial Completion of the Initial Tenant Improvements is delayed, in whole or in part, by acts or omissions of Tenant, and which delay is not within the control of Landlord is due to (a “Tenant DelaysDelay”), including, without limitation, for the reasons set forth in subparagraphs (i) through (iv) below, then Tenant’s obligation to pay Rent hereunder shall not be affected or deferred on account of such delay and, for purposes of establishing the Substantial Completion Delivery Date hereunder, the “Delivery Date” shall be deemed to be occur on the Estimated Delivery Date (or such later date (as may result from delays in Substantial Completion that are not attributable to Tenant Delay, subject to the limitations set forth in a written notice from Landlord to TenantSection 4(a) the Initial Tenant Improvements would have been Substantially Complete, if not for such Tenant Delays, as reasonably determined by Landlord. “Tenant Delays” shall mean delays caused by: (i) changes to the Plans and Specifications requested by Tenant that do not conform to Landlord’s building standards for office build-out, or which contain long lead-time or non-standard items requested by Tenant; (ii) any material change in the Plans and Specifications requested by Tenant and agreed to by Landlord; (iii) any request by Tenant for a delay in the commencement or completion of the Initial Tenant Improvements for any reason; or (iv) any other act or omission of Tenant or its employees, agents or contractors which reasonably inhibits the Landlord from timely completing the Initial Tenant Improvements. The Premises shall not be deemed to be unavailable if only minor or insubstantial details of construction, decoration or mechanical adjustments remain to be done. If as a result of Tenant Delays the Premises are deemed ready for Tenant’s occupancy, pursuant to the foregoing (and the term shall have commenced by reason thereof), but the Premises are not in fact actually ready for Tenant’s occupancy, Tenant shall not (except with Landlord’s consent not to be unreasonably withheld, conditioned or delayed) be entitled to take possession of the Premises for the Permitted Use until the Premises are in fact actually ready for such occupancy.below):

Initial Tenant Improvements. 11.1 The Tenant, at the Tenant’s expense, shall commence within seven (7) days after obtaining all applicable building permits and the Landlord’s approval of the Plans but in no event later than August 15, 2012, to construct the Tenant has provided Improvements to the Premises more particularly described in the attached Exhibit D. Prior to the commencement of the Tenant Improvements, the Authority shall be permitted to post notices of non-responsibility at the Premises in accordance with California Civil Code Section 3094. Within one hundred and twenty (120) days after the Commencement Date, Tenant shall deliver to Landlord for its written approval two (2) set each of fully dimensioned one-quarter inch (1/4”) scale drawings (the “Plans”) all in conformity with the Tenant Improvements, as described in Exhibit D, showing a complete floor plan of the Premises, including, but not limited to, the location of all utilities, lighting and electrical outlets, partitions, store front, trade fixtures plans and any other specifications which would affect the construction or design of the demised Premises. In addition, the Tenant shall provide interior elevators showing placement of displays, fixtures, mirrors and other wall treatments and a layout of the interior décor, which shall include furniture, equipment, materials and color schemes. The Landlord shall have fifteen (15) days within which to approve or disapprove the Tenant’s Plans. If the Plans are disapproved, the Tenant shall make reasonable changes to the Plans as are required by the Landlord and shall again submit two (2) sets to the Landlord for approval. The foregoing procedure shall be followed until a mutually satisfactory set of Plans is approved by the Landlord. Upon the Landlord’s approval of the Plans, the Tenant shall thereupon immediately proceed with due diligence, at its own expense (other than the Tenant Improvements Allowance), to install thereon the Tenant Improvements, and shall, upon final completion of the Tenant Improvements, furnish the Landlord with all necessary information regarding Tenant’s space planning needs in connection with its use of certificates and approvals relating to any work or installations done by the Premises. Based upon such information supplied Tenant that may be required by Tenant, space plans and specifications have been prepared (the “Plans and Specifications”) for the layout of Tenant’s leasehold improvements to the Premises (“Initial Tenant Improvements”)any governmental or insurance requirements. The Initial Tenant Improvements shall not include Tenant’s furniture, trade fixtures, equipment and personal property and are limited to the fit-up construction, as generally laid out and specified on the Plans and Specifications. Tenant acknowledges that the Initial Tenant Improvements, except as expressly provided in the Plans and Specifications, will be designed and constructed to the general quality of the design and construction of the Building and in accordance with Landlord’s building standards for the Building. Tenant has approved and agreed to the Plans and Specifications. The Plans and Specifications are attached hereto as Exhibit H. 11.2 Tenant agrees that Landlord shall have no obligation responsibility for any loss of or damage to make any changes of the Tenant’s property so installed or left on the Premises. At all times during the Term, the Tenant shall maintain or cause the Tenant’s contractor(s) to maintain in effect insurance complying with this Lease. During the construction of the Tenant Improvements, the Tenant shall not materially impair the Structural Integrity of the Building without the Landlord’s prior written consent, which shall be granted only upon the Owner consenting to such work pursuant to the Plans and Specifications requested by Tenant, provided, however, to the extent Landlord agrees to any such changes, Master Lease. The Tenant agrees that any additional cost resulting from such approved changes shall be the responsibility of Tenant responsible for obtaining all required approvals, permits, and shall be paid in full by Tenant to Landlord within ten (10) business days of billing therefor by Landlord; and Tenant agrees that if any such changes do result in delay in Substantial Completion, same shall be deemed a Tenant Delay (as defined below). 11.3 Landlord shall proceed, using reasonable efforts, to obtain all necessary permits and approvals licenses from required governmental authorities for the construction of the Initial Tenant Improvements, to engage a contractor or . The Tenant shall cause construction manager to perform or supervise of the construction and to proceed to construct the Initial Tenant Improvements in substantial conformance with the Plans to be substantially completed no later than September 15, 2012 and Specifications. Landlord reserves the right to make changes and substitutions shall, upon completion, deliver to the Plans and Specifications in connection with Landlord a copy of the certificate of occupancy issued by the City on completion of the construction of the Initial Tenant Improvements. For the purposes of this Lease, provided same do not materially adversely modify the Plans and Specifications. Subject to matters of Force Majeure, Landlord agrees to use commercially reasonable efforts to deliver the Premises to Tenant by the Target Term Commencement Date. 11.4 The Initial Tenant Improvements shall be deemed “Substantially Complete” on to have completed the date (construction of the “Substantial Completion Date”) Tenant receives notice from Landlord that Landlord has received Improvements upon the City’s issuance of a certificate of occupancy (temporary or permanent) or a fully-signed off building permit for the Premises issued by Premises. Promptly following the Town of Lexington (the “Certificate of Occupancy”). Any of the Initial Tenant Improvements not fully completed (of which Tenant shall give Landlord notice as provided below) on the Term Commencement Date shall thereafter be so completed with reasonable diligence by Landlord, but in any event within thirty (30) days after the Term Commencement Date until such items cannot reasonably be completed within such time frame. Notwithstanding the foregoing, if any delay in the Substantial Completion of the Initial Tenant Improvements by Landlord is due to Tenant Delays, then the Substantial Completion Date shall be deemed to be the date (as set forth in a written notice from Landlord to Tenant) the Initial Tenant Improvements would have been Substantially Complete, if not for such Tenant Delays, as reasonably determined by Landlord. “Tenant Delays” shall mean delays caused by: (i) changes to the Plans and Specifications requested by Tenant that do not conform to Landlord’s building standards for office build-out, or which contain long lead-time or non-standard items requested by Tenant; (ii) any material change in the Plans and Specifications requested by Tenant and agreed to by Landlord; (iii) any request by Tenant for a delay in the commencement or completion of the Initial Tenant Improvements for any reason; or (iv) any other act or omission of Tenant or its employees, agents or contractors which reasonably inhibits the Landlord from timely completing the Initial Tenant Improvements. The Premises shall not be deemed to be unavailable if only minor or insubstantial details of construction, decoration or mechanical adjustments remain to be done. If as a result of Tenant Delays the Premises are deemed ready for Tenant’s occupancy, pursuant to the foregoing (and the term shall have commenced by reason thereof), but the Premises are not in fact actually ready for Tenant’s occupancy, Tenant shall not (except with Landlord’s consent not to be unreasonably withheld, conditioned or delayed) be entitled to take possession of use and occupy the Premises for the Permitted Use until the Premises are in fact actually ready for such occupancyUse.

Initial Tenant Improvements. 11.1 Tenant has shall construct the initial tenant improvements following the Possession Date and during the first 18 months of the Term (those improvements completed during such period are herein called the "INITIAL IMPROVEMENTS") in accordance with Exhibit B, at Tenant's expense, except as provided below. (1) Tenant shall bear the entire cost of performing the Work (defined below) relating to the Initial Improvements (including, without limitation, design of the Initial Improvements and preparation of the Working Drawings, costs of construction labor and materials, electrical usage during construction, additional janitorial services, general tenant signage, related taxes and insurance costs relating thereto, all of which are herein collectively called the ("TOTAL CONSTRUCTION COSTS") in excess of the Construction Allowance. Upon the approval of the Working Drawings for the Initial Improvements and selection of a contractor, Tenant shall promptly execute a mutually agreeable work order agreement prepared by Landlord with all necessary information regarding Tenant’s space planning needs in connection with its use which identifies such drawings, itemizes the Total Construction Costs and sets forth the Construction Allowance. (2) Provided no Event of Default exists, Landlord shall provide to Tenant a construction allowance for the Initial Improvements the "CONSTRUCTION ALLOWANCE") equal to the lesser of (A) the Total Construction Costs incurred for the Initial Improvements or (B) $624,000, of which a minimum of $520,000 of the Construction Allowance must be utilized to improve the Premises. Based upon The Construction Allowance shall be disbursed in monthly advances based on the cost of work incurred. Tenant shall submit to Landlord (but not more frequently than once per month) Construction Allowance requests accompanied by all invoices from contractors, subcontractors, and suppliers evidencing the cost of performing the Work for which the request is being submitted, together with lien waivers from such information supplied parties. Provided that no Event of Default exists, Landlord shall make advances of the Construction Allowance within 30 days after its receipt of the advance request accompanied by Tenantthe appropriate documentation; however, space plans and specifications have been prepared (the “Plans and Specifications”) for final draw of the layout amount of Tenant’s leasehold improvements the applicable allowance utilized to improve the Premises (“Initial Tenant Improvements”). The Initial Tenant Improvements Premises, which shall be 10% of the amount of such allowance allocated to improvement, shall not include Tenant’s furniture, trade fixtures, equipment and personal property and are limited to the fit-up construction, as generally laid out and specified on the Plans and Specifications. Tenant acknowledges that the Initial Tenant Improvements, except as expressly provided in the Plans and Specifications, will be designed and constructed to the general quality of the design and construction of the Building and in accordance with Landlord’s building standards for the Building. Tenant has approved and agreed to the Plans and Specifications. The Plans and Specifications are attached hereto as Exhibit H. 11.2 Tenant agrees that Landlord shall have no obligation to make any changes to the Plans and Specifications requested by Tenant, provided, however, to the extent Landlord agrees to any such changes, Tenant agrees that any additional cost resulting from such approved changes shall be the responsibility of Tenant and shall be paid in full by Tenant to Landlord within ten (10) business days of billing therefor by Landlord; and Tenant agrees that if any such changes do result in delay in Substantial Completion, same shall be deemed a Tenant Delay (as defined below). 11.3 Landlord shall proceed, using reasonable efforts, to obtain all necessary permits and approvals for the construction of the Initial Tenant Improvements, to engage a contractor or construction manager to perform or supervise the construction and to proceed to construct the Initial Tenant Improvements in substantial conformance with the Plans and Specifications. Landlord reserves the right to make changes and substitutions to the Plans and Specifications in connection with the construction of the Initial Tenant Improvements, provided same do not materially adversely modify the Plans and Specifications. Subject to matters of Force Majeure, Landlord agrees to use commercially reasonable efforts to deliver the Premises to Tenant by the Target Term Commencement Date. 11.4 The Initial Tenant Improvements shall be deemed “Substantially Complete” on the date (the “Substantial Completion Date”) Tenant receives notice from Landlord that disbursed until Landlord has received a final lien waivers from all persons performing work or supplying materials for the Initial Improvements and certificate of occupancy (temporary or permanent) or a fully-signed off building permit from the appropriate governmental authority, if applicable to the Work for the Premises issued by Initial Improvements or, if applicable, evidence of governmental inspection and approval of the Town of Lexington (Work for the “Certificate of Occupancy”)Initial Improvements. Any amount of the Initial Tenant Improvements not fully completed (of Construction Allowance above the minimum which Tenant must be utilized to improve the Premises shall give Landlord notice as provided below) on be credited against Tenant's Rent during the Term Commencement Date shall thereafter be so completed with reasonable diligence by Landlord, but in any event within thirty (30) days after the Term Commencement Date until such items cannot reasonably be completed within such time frame. Notwithstanding the foregoing, if any delay in the Substantial Completion first year of the Initial Tenant Improvements by Landlord is due to Tenant Delays, then the Substantial Completion Date shall be deemed to be the date (as set forth in a written notice from Landlord to Tenant) the Initial Tenant Improvements would have been Substantially Complete, if not for such Tenant Delays, as reasonably determined by Landlord. “Tenant Delays” shall mean delays caused by: (i) changes to the Plans and Specifications requested by Tenant that do not conform to Landlord’s building standards for office build-out, or which contain long lead-time or non-standard items requested by Tenant; (ii) any material change in the Plans and Specifications requested by Tenant and agreed to by Landlord; (iii) any request by Tenant for a delay in the commencement or completion of the Initial Tenant Improvements for any reason; or (iv) any other act or omission of Tenant or its employees, agents or contractors which reasonably inhibits the Landlord from timely completing the Initial Tenant Improvements. The Premises shall not be deemed to be unavailable if only minor or insubstantial details of construction, decoration or mechanical adjustments remain to be done. If as a result of Tenant Delays the Premises are deemed ready for Tenant’s occupancy, pursuant to the foregoing (and the term shall have commenced by reason thereof), but the Premises are not in fact actually ready for Tenant’s occupancy, Tenant shall not (except with Landlord’s consent not to be unreasonably withheld, conditioned or delayed) be entitled to take possession of the Premises for the Permitted Use until the Premises are in fact actually ready for such occupancyTerm.

Initial Tenant Improvements. 11.1 Allowance. The leasehold improvements to be constructed by Tenant has provided Landlord with all necessary information regarding (the "Initial Tenant Improvements)", at Tenant’s space planning needs 's sole cost and expense (except for the hereinbelow described "Allowance", are generally described in connection with its use of the Premises. Based upon such information supplied by Tenant, space preliminary plans and specifications have been prepared (the “Plans "Preliminary Plans") identified on Attachment 1 to this Addendum and Specifications”) for the layout of Tenant’s leasehold improvements to the Premises (“Initial Tenant Improvements”). The Initial Tenant Improvements shall not include Tenant’s furniture, trade fixtures, equipment and personal property and are limited to the fit-up construction, as generally laid out and specified on the Plans and Specifications. Tenant acknowledges that the Initial Tenant Improvements, except as expressly provided in the Plans and Specifications, will be designed and constructed to the general quality of the design and construction of the Building and in accordance with the Final Plans to be submitted by Tenant and reviewed and approved by Landlord in accordance with the provisions of Paragraph (b) of this Addendum. Note: Landlord’s building standards for , at Landlord's sole cost and expense, shall construct the Building. Tenant has approved and agreed following improvements without regard to the Plans tenant improvement maximum as stated below: - repair cracks and Specificationsprotrusions in warehouse floor - remove, cap, and back-fill existing floor drains in warehouse - reinstall two rows of fluorescent warehouse lighting (not to exceed six two- bulb 8' chain hung fluorescent fixtures per row) - remove inoperable electrical service panel/disconnect at exterior of electrical service room on interior of premises. The Plans and Specifications are attached hereto as Exhibit H. 11.2 Tenant agrees that Landlord shall have no obligation to make any changes construct or to the Plans and Specifications requested by Tenant, provided, however, to the extent Landlord agrees to any such changes, Tenant agrees that any additional cost resulting from such approved changes shall be the responsibility of Tenant and shall be paid in full by Tenant to Landlord within ten (10) business days of billing therefor by Landlord; and Tenant agrees that if any such changes do result in delay in Substantial Completion, same shall be deemed a Tenant Delay (as defined below). 11.3 Landlord shall proceed, using reasonable efforts, to obtain all necessary permits and approvals pay for the construction of the Initial Tenant Improvements. However, in addition to engage a contractor or construction manager Landlord's obligation to perform or supervise the Landlord's Improvements in accordance with Addendum 1 above, Landlord agrees to contribute toward the cost of construction and to proceed to construct of the Initial Tenant Improvements in substantial conformance with the Plans cash sum of up to $72,750 (the "Allowance"). The construction costs that may be reimbursed from the Allowance shall Include only the following: costs of labor, equipment, supplies and Specifications. Landlord reserves the right to make changes and substitutions to the Plans and Specifications in connection with the materials furnished for construction of the Initial Tenant Improvements; governmental fees and charges for required permits, provided same do not materially adversely modify plan checks, and inspections for the Plans Initial Tenant Improvements; charges for Tenant's design professionals; and Specificationscharges for Landlord's design professionals for review of plans and monitoring of construction or installation of the Initial Tenant Improvements. Subject to matters No other costs, fees or expenses of Force Majeure, Landlord agrees to use commercially reasonable efforts to deliver the Premises to Tenant by the Target Term Commencement Date. 11.4 The Initial Tenant Improvements shall be deemed “Substantially Complete” on the date (the “Substantial Completion Date”) Tenant receives notice from Landlord that Landlord has received a certificate of occupancy (temporary or permanent) or a fully-signed off building permit for the Premises issued by the Town of Lexington (the “Certificate of Occupancy”). Any reimbursable out of the Initial Tenant Improvements not fully completed (of which Tenant shall give Landlord notice as provided below) on the Term Commencement Date shall thereafter be so completed with reasonable diligence by Landlord, but in any event within thirty (30) days after the Term Commencement Date until such items cannot reasonably be completed within such time frame. Notwithstanding the foregoing, if any delay in the Substantial Completion of the Initial Tenant Improvements by Landlord is due to Tenant Delays, then the Substantial Completion Date shall be deemed to be the date (as set forth in a written notice from Landlord to Tenant) the Initial Tenant Improvements would have been Substantially Complete, if not for such Tenant Delays, as reasonably determined by Landlord. “Tenant Delays” shall mean delays caused by: (i) changes to the Plans and Specifications requested by Tenant that do not conform to Landlord’s building standards for office build-out, or which contain long lead-time or non-standard items requested by Tenant; (ii) any material change in the Plans and Specifications requested by Tenant and agreed to by Landlord; (iii) any request by Tenant for a delay in the commencement or completion of the Initial Tenant Improvements for any reason; or (iv) any other act or omission of Tenant or its employees, agents or contractors which reasonably inhibits the Landlord from timely completing the Initial Tenant Improvements. The Premises shall not be deemed to be unavailable if only minor or insubstantial details of construction, decoration or mechanical adjustments remain to be done. If as a result of Tenant Delays the Premises are deemed ready for Tenant’s occupancy, pursuant to the foregoing (and the term shall have commenced by reason thereof), but the Premises are not in fact actually ready for Tenant’s occupancy, Tenant shall not (except with Landlord’s consent not to be unreasonably withheld, conditioned or delayed) be entitled to take possession of the Premises for the Permitted Use until the Premises are in fact actually ready for such occupancyAllowance.