Common use of Tenant Improvement Plans Clause in Contracts

Tenant Improvement Plans. Landlord shall provide all building plans in its possession to Tenant. On or before the date specified in the Construction Schedule (such Construction Schedule is to be hereafter prepared and approved by both parties and deemed incorporated herein pursuant to the terms of Paragraph 7 below), Tenant shall submit to Landlord the plan which shows the location of the proposed walls and doors and room descriptions for the Tenant Improvements (the “Space Plan”). The Space Plan is subject to Landlord’s approval, which shall not be unreasonably withheld, conditioned, or delayed. Tenant and Landlord agree to work together to mutually agree on the Space Plan on or before the date specified in the Construction Schedule. The date that the Space Plan has been approved by Landlord and Tenant shall be the “Space Plan Approval Date”. The approved Space Plan will be attached to this Work Letter as EXHIBIT “C-1”. Tenant and Landlord acknowledge that the approved Space Plan will be preliminary and will need to be refined and finalized in order to provide for the final Tenant Improvements to be made in the Leased Premises. After the Space Plan Approval Date, Tenant shall be responsible for the development and preparation of the final plans and specifications for the Tenant Improvements (the “Tenant Improvements Plans and Specifications”), which plans and specifications shall be (i) generally in accordance with the Space Plan as modified by such changes as may be reasonably acceptable to both parties in their reasonable opinion, (ii) in accordance with the Building Standard Materials and Specifications attached to this Work Letter, and (iii) in accordance with the applicable City of Plano building codes and ordinances. To complete the Tenant Improvements Plans and Specifications, Landlord and Tenant agree that Xxxxxxxx, Xxxxx & Hills will serve as architect (the “Architect”) for preparation of the Tenant Improvements Plans and Specifications (unless the parties mutually agree otherwise). The Tenant Improvements Plans and Specifications will also include, to the extent necessary, electrical and plumbing drawings sealed by a registered State of Texas engineer to be prepared by NELCO, which is the engineering firm designated by Tenant (the “Electric and Plumbing Engineer”). Tenant agrees to contract with and Landlord agrees to pay a reasonable market fee to the Architect and Electric and Plumbing Engineer for the Tenant Improvements Plans and Specifications preparation. The mechanical plans for the HVAC System for the Leased Premises shall be prepared by 24 Hour Inc. or an alternate Mechanical Engineer approved by Landlord and Tenant. Interior design, furniture selection and placement design, telecommunication planning and wiring design, move coordination and special finishes are the separate responsibility of Tenant and are not included in the Tenant Improvements Plans and Specifications. The costs for preparation of the Space Plan, the Tenant Improvements Plans and Specifications and the electrical and plumbing drawings are considered “Architect’s Fees”. The Architect shall also provide normal and customary construction administration services in its capacity as Architect as part of the Architect’s Fees. The Architect’s Fees will be paid by Landlord out of the Tenant Improvement Allowance and/or, if applicable, the Additional TI Allowance (hereinafter, the “Tenant Allowance” shall collectively refer to the Tenant Improvement Allowance and, if the additional Tenant improvement allowance option is exercised by Tenant as set forth in Section 6.02 of the Lease, the Additional TI Allowance) in accordance with the terms and provisions of this Work Letter. A list of the final Tenant Improvements Plans and Specifications as agreed upon by Tenant and Landlord shall be initialed by both parties and attached hereto as Exhibit “C-2”, and made a part hereof. Such final, approved plans and specifications shall be called the “Tenant Improvements Plans and Specifications”. In the event the Tenant Improvements Plans and Specifications have not been finalized in form and substance sufficient to obtain all applicable building and other permits for the Tenant Improvements on or prior to the date set forth on the Construction Schedule (as hereinafter defined) due to any direct action or inaction of Tenant only, then such failure shall constitute a “Tenant Delay” as hereinafter defined. If the failure to finalize such Tenant Improvements Plans and Specifications on or prior to the date set forth on the Construction Schedule is due to any direct action or inaction of Landlord only, then such failure shall constitute a “Landlord Delay” as hereinafter defined. Any changes to the final Tenant Improvements Plans and Specifications shall be handled in accordance with the provisions of Paragraph 3(b) below.

Tenant Improvement Plans. Tenant, at Tenant's sole cost and expense, shall retain an interior architect ("Architect") to prepare plans and outline specifications to be attached as Exhibit "D" ("Tenant Improvement Plans and Specifications") with respect to the construction of the improvements with the Buildings ("Tenant Improvements") necessary for Tenant's use and occupancy thereof. Landlord shall provide all building plans in its possession to Tenant. On or before the date specified in the Construction Schedule (such Construction Schedule is cause Tenant Improvements to be hereafter prepared constructed by Devcon Construction ("General Contractor"), in accordance with the Tenant Improvement Plans and approved Specifications. The Tenant Improvement Plans and Specifications shall be completed for all aspects of the work by both parties April 1, 2001. The Tenant Improvement Plans and deemed incorporated herein pursuant Specifications shall include all detail necessary for submittal to the terms City of Paragraph 7 below), Tenant shall submit to Landlord Fremont for issuance of building permits and for the plan which shows the location construction of the proposed walls Tenant Improvements, and doors and room descriptions for shall include any information required by the relevant agencies regarding Tenant's use of Hazardous Materials if applicable. The Tenant Improvements (shall consist of all items not included within the “Space Plan”)scope of the Building Shell. The Space Plan is All Tenant Improvements shall be subject to Landlord’s 's approval, which approval which shall not be unreasonably withheld, conditioned, conditioned or delayed. The Tenant Improvement Plans and Specifications shall be prepared in sufficient detail to allow the General Contractor to construct the Tenant Improvements. The Tenant Improvements shall not be removed or altered by Tenant without the prior written consent of Landlord agree as provided in Section 7. Tenant shall have the right to work together to mutually agree on the Space Plan on or before the date specified depreciate and claim and collect any investment tax credits in the Construction ScheduleTenant Improvements paid for by Tenant. The date that Upon expiration of the Space Plan has been approved by Lease Term or any earlier termination of the Lease, the Tenant Improvements shall become the property of Landlord and Tenant shall remain upon and be surrendered with the “Space Plan Approval Date”Premises, and title thereto shall automatically vest in Landlord without any payment therefor, except as otherwise expressly provided in Section 15 (with respect to insurance proceeds) and Section 16 (with respect to any condemnation award). The approved Space Plan will be attached Landlord shall use its reasonable best efforts to this Work Letter as EXHIBIT “C-1”. Tenant and Landlord acknowledge that obtain a building permit from the approved Space Plan will be preliminary and will need to be refined and finalized in order to provide for the final Tenant Improvements to be made in the Leased Premises. After the Space Plan Approval Date, Tenant shall be responsible for the development and preparation City of the final plans and specifications Fremont for the Tenant Improvements (as soon as possible after submittal of the “Tenant Improvements Improvement Plans and Specifications”), which plans and specifications thereafter to cause the General Contractor to Substantially Complete the Building, including the Tenant Improvements therein. Each Building shall be deemed "Substantially Complete" (and "Substantial Completion" shall occur) when: (i) generally Tenant Improvements have both been substantially completed in accordance with the Space Plan Tenant Improvement Plans and Specifications, as modified evidenced by such changes as may be reasonably acceptable to both parties in their reasonable opinionthe issuance of a certificate of occupancy or a temporary certificate of occupancy or its equivalent by the appropriate governmental authority, (ii) Tenant's Architect has certified that the Tenant Improvements have been completed in accordance with the Tenant Improvement Plans and Specifications, and Landlord's Architect has certified to Tenant that the Building Shell has been completed, and all necessary elements of the Project needed for beneficial occupancy of the Building have been completed, all in accordance with the Building Standard Materials Shell Plans and Specifications attached to this Work Letter, Specifications; and (iii) in accordance with the applicable City of Plano building codes Building systems including, but not limited to, mechanical, electrical and ordinances. To complete the Tenant Improvements Plans and Specificationsplumbing, Landlord and Tenant agree that Xxxxxxxx, Xxxxx & Hills will serve as architect (the “Architect”) for preparation of the Tenant Improvements Plans and Specifications (unless the parties mutually agree otherwise). The Tenant Improvements Plans and Specifications will also include, are operational to the extent necessarynecessary to service the Premises, electrical and plumbing drawings sealed by Tenant has use of substantially all parking spaces called for under this Lease. Installation of (x) Tenant's data and phone cabling, (y) Tenant's furniture, or (z) the exterior landscaping shall not be required in order to deem a registered State of Texas engineer to be prepared by NELCO, which is the engineering firm designated by Tenant (the “Electric and Plumbing Engineer”)Building Substantially Complete. Tenant agrees to contract with and Landlord agrees to pay provide Tenant a reasonable market fee permit which allows Tenant to occupy the Architect and Electric and Plumbing Engineer for Premises from the Tenant Improvements Plans and Specifications preparation. The mechanical plans for City of Fremont (or its equivalent) within sixty (60) days following the HVAC System for the Leased Premises shall be prepared by 24 Hour Inc. or an alternate Mechanical Engineer approved by Landlord and Tenant. Interior design, furniture selection and placement design, telecommunication planning and wiring design, move coordination and special finishes are the separate responsibility of Tenant and are not included in the Tenant Improvements Plans and Specifications. The costs for preparation of the Space Plan, the Tenant Improvements Plans and Specifications and the electrical and plumbing drawings are considered “Architect’s Fees”. The Architect shall also provide normal and customary construction administration services in its capacity as Architect as part of the Architect’s Fees. The Architect’s Fees will be paid by Landlord out of the Tenant Improvement Allowance and/or, if applicable, the Additional TI Allowance (hereinafter, the “Tenant Allowance” shall collectively refer to the Tenant Improvement Allowance and, if the additional Tenant improvement allowance option is exercised by Tenant as set forth in Section 6.02 of the Lease, the Additional TI Allowance) in accordance with the terms and provisions of this Work Letter. A list of the final Tenant Improvements Plans and Specifications as agreed upon by Tenant and Landlord shall be initialed by both parties and attached hereto as Exhibit “C-2”, and made a part hereof. Such final, approved plans and specifications shall be called the “Tenant Improvements Plans and Specifications”. In the event the Tenant Improvements Plans and Specifications have not been finalized in form and substance sufficient to obtain all applicable building and other permits for the Tenant Improvements on or prior to the date set forth on the Construction Schedule (as hereinafter defined) due to any direct action or inaction of Tenant only, then such failure shall constitute a “Tenant Delay” as hereinafter defined. If the failure to finalize such Tenant Improvements Plans and Specifications on or prior to the date set forth on the Construction Schedule is due to any direct action or inaction of Landlord only, then such failure shall constitute a “Landlord Delay” as hereinafter defined. Any changes to the final Tenant Improvements Plans and Specifications shall be handled in accordance with the provisions of Paragraph 3(b) belowCommencement Date.

Tenant Improvement Plans. Landlord Any work proposed by Tenant (the “Tenant Improvements”) shall provide all building plans be subject to Landlord’s reasonable prior approval and shall be subject to the other terms and conditions of this Exhibit C. Tenant shall be responsible for reviewing the City of Seattle Master Use Permit (“MUP”) for the Building and complying with the MUP to the extent applicable to the Tenant Improvements, including but not limited to the requirement to maintain a transparent view way from the N. 34th St. sidewalk through the central entry area of the Building out to Lake Union and downtown as shown in its possession to the issued MUP plans. Exhibit C All architectural, engineering and other design fees shall be paid by Tenant. On Tenant shall use its architect, engineers and other design professionals, all of whom shall comply with any applicable licensing or before governmental requirements of the date specified in City of Seattle and the Construction Schedule (such Construction Schedule is State of Washington. Any structural design work shall be completed by Xxxxxxxxx Klemenic Associates. Prior to be hereafter prepared and approved by both parties and deemed incorporated herein pursuant to the terms execution of Paragraph 7 below)this Lease, Tenant caused its architect (“Tenant’s Architect”) to prepare the Space Plans attached as Exhibit C-3. Tenant’s Architect shall submit to Landlord the plan which shows the location of the proposed walls prepare 100% complete architectural and doors engineering drawings and room descriptions specifications for the Tenant Improvements Improvements, and Tenant’s Architect shall compile a fully coordinated set of architectural, structural, mechanical, electrical, plumbing working drawings in sufficient detail to obtain all applicable permits and to fully construct the improvements (the “Space PlanWorking Drawings”)) and shall submit the proposed Working Drawings to Landlord for the latter’s approval in a time period to allow Tenant to timely complete its Tenant Improvements under this Lease, but in no event later than February 22nd 2016. The Space Plan is Working Drawings shall be subject to Landlord’s approval, which Landlord agrees shall not be unreasonably withheld, conditioned, conditioned or delayed. Landlord shall not be deemed to have acted unreasonably if it withholds its approval thereof because, in Landlord’s reasonable opinion, the work, as described in any such item: (i) is likely to adversely affect the Building Systems, the structure of the Building or the safety of the Building and/or their occupants; (ii) impairs the provision of services to Tenant or other tenants in the Building; (iii) would materially increase the cost of operating the Building; (iv) would violate any governmental laws, rules or ordinances (or interpretations thereof); (v) contains or uses hazardous or toxic materials or substances; (vi) would materially affect the appearance of the Building; (vii) adversely affects another tenant’s premises; or (viii) is prohibited by any ground lease affecting the Building or any mortgage, trust deed or other instrument encumbering the Building. Landlord shall deliver to Tenant any written objections, questions or comments of Landlord with regard to the Working Drawings, within ten (10) business days of Landlord’s receipt of the Working Drawings. Tenant shall cause the Working Drawings to be revised to address such written comments and shall resubmit said Working Drawings to Landlord agree for approval. If Landlord fails to work together notify Tenant that it disapproves of the Working Drawings within such ten (10) business day period, Tenant may deliver a second notice. If Landlord fails to mutually agree on respond within three (3) business days of the second notice, the Landlord shall be deemed to have approved such Working Drawings. Subject to the terms of this Lease, Landlord may, when approving the Working Drawings, elect to require Tenant to remove any Non-Standard Improvements which are being made to the Premises. If Landlord so elects, Tenant shall, at its own cost, restore the Premises to the condition designated by Landlord in its election, before the last day of the Term. Such process shall continue until Landlord has approved the Working Drawings. Landlord’s approval of the Space Plan on and/or the Working Drawings shall not be deemed any representation or before the date specified in the Construction Schedule. The date warranty that the Space Plan has been approved by Landlord and Tenant shall be the “Space Plan Approval Date”. The approved Space Plan will be attached to this Work Letter as EXHIBIT “C-1”. Tenant and Landlord acknowledge that the approved Space Plan will be preliminary and will need to be refined and finalized in order to provide for the final Tenant Improvements to be made in the Leased Premises. After the Space Plan Approval Date, Tenant shall be responsible for the development and preparation of the final plans and specifications for the Tenant Improvements (the “Tenant Improvements Plans and Specifications”), which plans and specifications shall be (i) generally in accordance same comply with the Space Plan as modified by such changes as may be reasonably acceptable to both parties in their reasonable opinion, (ii) in accordance with the Building Standard Materials and Specifications attached to this Work Letter, and (iii) in accordance with the applicable City of Plano building codes and ordinances. To complete the Tenant Improvements Plans and Specifications, Landlord and Tenant agree that Xxxxxxxx, Xxxxx & Hills will serve as architect (the “Architect”) for preparation of the Tenant Improvements Plans and Specifications (unless the parties mutually agree otherwise). The Tenant Improvements Plans and Specifications will also include, to the extent necessary, electrical and plumbing drawings sealed by a registered State of Texas engineer to be prepared by NELCO, which is the engineering firm designated by Tenant (the “Electric and Plumbing Engineer”). Tenant agrees to contract with and Landlord agrees to pay a reasonable market fee to the Architect and Electric and Plumbing Engineer for the Tenant Improvements Plans and Specifications preparation. The mechanical plans for the HVAC System for the Leased Premises shall be prepared by 24 Hour Inc. or an alternate Mechanical Engineer approved by Landlord and Tenant. Interior design, furniture selection and placement design, telecommunication planning and wiring design, move coordination and special finishes are the separate responsibility of Tenant and are not included in the Tenant Improvements Plans and Specifications. The costs for preparation of the Space Plan, the Tenant Improvements Plans and Specifications and the electrical and plumbing drawings are considered “Architect’s Fees”. The Architect shall also provide normal and customary construction administration services in its capacity as Architect as part of the Architect’s Fees. The Architect’s Fees will be paid by Landlord out of the Tenant Improvement Allowance and/or, if applicable, the Additional TI Allowance (hereinafter, the “Tenant Allowance” shall collectively refer to the Tenant Improvement Allowance and, if the additional Tenant improvement allowance option is exercised by Tenant as set forth in Section 6.02 of the Lease, the Additional TI Allowance) in accordance with the terms and provisions of this Work Letter. A list of the final Tenant Improvements Plans and Specifications as agreed upon by Tenant and Landlord shall be initialed by both parties and attached hereto as Exhibit “C-2”, and made a part hereof. Such final, approved plans and specifications shall be called the “Tenant Improvements Plans and Specifications”. In the event the Tenant Improvements Plans and Specifications have not been finalized in form and substance sufficient to obtain all applicable building and other permits for the Tenant Improvements on or prior to the date set forth on the Construction Schedule (as hereinafter defined) due to any direct action or inaction of Tenant only, then such failure shall constitute a “Tenant Delay” as hereinafter defined. If the failure to finalize such Tenant Improvements Plans and Specifications on or prior to the date set forth on the Construction Schedule is due to any direct action or inaction of Landlord only, then such failure shall constitute a “Landlord Delay” as hereinafter defined. Any changes to the final Tenant Improvements Plans and Specifications shall be handled in accordance with the provisions of Paragraph 3(b) belowcodes.

Tenant Improvement Plans. Landlord (a) Within a reasonable time following execution of the Lease, Tenant’s architect shall provide all building plans in its possession to prepare Space Plans for the Premises and, after approval by Tenant. On or before the date specified in the Construction Schedule (such Construction Schedule is to , said Space Plans shall be hereafter prepared and approved by both parties and deemed incorporated herein pursuant to the terms of Paragraph 7 below), Tenant shall submit submitted to Landlord the plan which shows the location of the proposed walls and doors and room descriptions for the Tenant Improvements (the “Space Plan”). The Space Plan is subject to Landlord’s approval, which approval shall not be unreasonably withheld, conditioned, or delayed. If Landlord desires modifications to the Space Plans, Landlord shall notify Tenant and Landlord agree in writing within ten (10) business days following its receipt thereof, the parties shall promptly confer to work together to mutually agree reach agreement on the Space Plan on or before Plans. Tenant’s 75 day period for submission of the date specified in the Construction Schedule. The date that Working Drawings shall be tolled during Landlord’s period of review of the Space Plan has been approved by Plans. If Landlord and fails to notify Tenant of any objections to the Space Plans within the 10 business day period, Tenant may deliver a notice to Landlord requesting a response to Tenant’s Space Plans. If Landlord fails to respond to that notice within three (3) business days, Landlord shall be the “deemed to have approved said Space Plan Approval Date”Plans. The approved Space Plan will be attached to this Work Letter as EXHIBIT “C-1”. Tenant and Landlord acknowledge that the approved Space Plan will be preliminary and will need to be refined and finalized in order to provide for the final Tenant Improvements to be made in the Leased Premises. After Within fifteen (15) days after approval or deemed approval of the Space Plan Approval DatePlans by both parties, Landlord shall provide Tenant shall be responsible for the development and preparation with a reasonably detailed breakdown of Landlord’s estimate of the final plans total costs to design and specifications for construct the Tenant Improvements (the “Tenant Improvements Plans and SpecificationsLandlord’s Cost Estimate”). If Tenant shall disapprove of Landlord’s Cost Estimate within five (5) business days after receipt of the same, which plans Tenant shall revise the Space Plans to decrease the cost of the work, and specifications shall be (i) generally resubmit the same to Landlord for review and approval in accordance with the Space Plan as modified by process set forth above. Any time that any such changes as may re-submittals and approvals shall take shall be reasonably acceptable to both parties in their reasonable opinion, (ii) in accordance with the Building Standard Materials and Specifications attached to this Work Letter, and (iii) in accordance with the applicable City of Plano building codes and ordinances. To complete the considered Tenant Improvements Plans and Specifications, Landlord and Tenant agree that Xxxxxxxx, Xxxxx & Hills will serve as architect (the “Architect”) for preparation of the Tenant Improvements Plans and Specifications (unless the parties mutually agree otherwise). The Tenant Improvements Plans and Specifications will also include, to the extent necessary, electrical and plumbing drawings sealed by a registered State of Texas engineer to be prepared by NELCO, which is the engineering firm designated by Tenant (the “Electric and Plumbing Engineer”)Delay. Tenant agrees shall not be entitled to contract with and Landlord agrees revise its Space Plans more than four (4) times in response to pay a reasonable market fee Landlord’s Cost Estimate, If Tenant fails to the Architect and Electric and Plumbing Engineer for the Tenant Improvements Plans and Specifications preparation. The mechanical plans for the HVAC System for the Leased Premises timely reject Landlord’s Cost Estimate, Tenant’s approval shall be prepared by 24 Hour Inc. or an alternate Mechanical Engineer approved by Landlord and Tenant. Interior design, furniture selection and placement design, telecommunication planning and wiring design, move coordination and special finishes are the separate responsibility of Tenant and are not included in the Tenant Improvements Plans and Specifications. The costs for preparation of the Space Plan, the Tenant Improvements Plans and Specifications and the electrical and plumbing drawings are considered “Architect’s Fees”. The Architect shall also provide normal and customary construction administration services in its capacity as Architect as part of the Architect’s Fees. The Architect’s Fees will be paid by Landlord out of the Tenant Improvement Allowance and/or, if applicable, the Additional TI Allowance (hereinafter, the “Tenant Allowance” shall collectively refer to the Tenant Improvement Allowance and, if the additional Tenant improvement allowance option is exercised by Tenant as set forth in Section 6.02 of the Lease, the Additional TI Allowance) in accordance with the terms and provisions of this Work Letter. A list of the final Tenant Improvements Plans and Specifications as agreed upon by Tenant and Landlord shall be initialed by both parties and attached hereto as Exhibit “C-2”, and made a part hereof. Such final, approved plans and specifications shall be called the “Tenant Improvements Plans and Specifications”. In the event the Tenant Improvements Plans and Specifications have not been finalized in form and substance sufficient to obtain all applicable building and other permits for the Tenant Improvements on or prior to the date set forth on the Construction Schedule (as hereinafter defined) due to any direct action or inaction of Tenant only, then such failure shall constitute a “Tenant Delay” as hereinafter defined. If the failure to finalize such Tenant Improvements Plans and Specifications on or prior to the date set forth on the Construction Schedule is due to any direct action or inaction of Landlord only, then such failure shall constitute a “Landlord Delay” as hereinafter defined. Any changes to the final Tenant Improvements Plans and Specifications shall be handled in accordance with the provisions of Paragraph 3(b) belowdeemed granted.

Tenant Improvement Plans. Landlord Tenant, at Tenant's sole cost and expense, shall provide all building retain an interior architect ("Architect") to prepare plans in its possession to Tenant. On or before the date specified in the Construction Schedule (such Construction Schedule is and outline specifications to be hereafter prepared attached as Exhibit "C" ("Tenant Improvement Plans and approved by both parties and deemed incorporated herein pursuant Specifications") with respect to the terms construction of Paragraph 7 below), initial interior improvements to the Premises ("Tenant shall submit to Landlord the plan which shows the location of the proposed walls and doors and room descriptions for the Tenant Improvements (the “Space Plan”Improvements"). The Space Plan is Tenant Improvement Plans and Specifications shall be completed for all aspects of the work (either in one package or in phases as provided below) by June 30, 2001 with all detail necessary for submittal to the city, within three (3) days thereafter, for issuance of building permits and for construction, and shall include any information required by the relevant agencies regarding Tenant's use of Hazardous Materials if applicable. The Tenant Improvements shall: (i) be reasonably compatible with (and not damaging to) the structural, mechanical, electrical, plumbing and other systems of the Building, (ii) not materially adversely impact (in Landlord's reasonable judgment) the exterior appearance or operations of the Building, the currently existing interior improvements in the Building, or the appearance or operations of the public areas of the Building and (iii) comply with all any law, statute, ordinance, order, rule, regulation or requirement of any governmental or quasi-governmental authority. All Tenant Improvements shall be subject to Landlord’s 's reasonable approval, which shall not be unreasonably withheld, conditioned, withheld or delayed. Tenant and Landlord agree to work together to mutually agree on the Space Plan on or before the date specified in the Construction Schedule. The date that the Space Plan has been approved by Landlord and Tenant shall be the “Space Plan Approval Date”. The approved Space Plan will be attached to this Work Letter as EXHIBIT “C-1”. Tenant and Landlord acknowledge that the approved Space Plan will be preliminary and will need to be refined and finalized in order to provide for the final Tenant Improvements to be made in the Leased Premises. After the Space Plan Approval Date, Tenant shall be responsible for the development and preparation delayed beyond five (5) business days following receipt of the final plans and specifications for the Tenant Improvements (the “Tenant Improvements Plans and Specifications”), which plans and specifications shall be (i) generally in accordance with the Space Plan as modified by such changes as may be reasonably acceptable to both parties in their reasonable opinion, (ii) in accordance with the Building Standard Materials and Specifications attached to this Work Letter, and (iii) in accordance with the applicable City of Plano building codes and ordinances. To complete the Tenant Improvements Tenant's Plans and Specifications, Landlord provided the above conditions are met. Landlord's failure to approve, or reasonably disapprove, the Tenant Improvement Plans and Specifications (or revised Plans and Specifications) within five (5) business days following Landlord's receipt thereof shall be deemed Landlord's approval. The Tenant agree that XxxxxxxxImprovement Plans and Specifications shall include all detail required by the City of Santa Clara necessary to obtain a Certificate of Occupancy. Construction of xxx Tenant Improvements shall be performed by a general contractor ("General Contractor") selected by Tenant, Xxxxx & Hills will serve subject to Landlord's reasonable approval. Tenant shall not be required to use union labor as architect (a condition of receiving Landlord's approval hereunder. The Tenant Improvement Plans and Specifications shall be prepared in sufficient detail to allow General Contractor to construct the “Architect”) Tenant Improvements. The Tenant shall contract directly with General Contractor for preparation construction of the Tenant Improvements and shall cause the General Contractor to construct the Tenant Improvements in accordance with all Tenant Improvement Plans and Specifications (unless Specifications. Tenant shall have no obligation to remove the parties mutually agree otherwise)Tenant Improvements at the expiration or earlier termination of the Lease. The Tenant Improvements Plans (other than Tenant's trade fixtures, equipment and Specifications will also include, furnishings and other personal property of Tenant that can be removed without permanent damage to the extent necessary, electrical and plumbing drawings sealed by a registered State of Texas engineer to Premises) shall not be prepared by NELCO, which is the engineering firm designated removed or altered by Tenant (without the “Electric and Plumbing Engineer”)prior written consent of Landlord as provided in Section 7. Tenant agrees shall have the right to contract with depreciate and Landlord agrees to pay a reasonable market fee to the Architect claim and Electric and Plumbing Engineer for the Tenant Improvements Plans and Specifications preparation. The mechanical plans for the HVAC System for the Leased Premises shall be prepared by 24 Hour Inc. or an alternate Mechanical Engineer approved by Landlord and Tenant. Interior design, furniture selection and placement design, telecommunication planning and wiring design, move coordination and special finishes are the separate responsibility of Tenant and are not included collect any investment tax credits in the Tenant Improvements Plans and Specificationsduring the Lease Term. The costs for preparation Upon expiration of the Space Plan, the Tenant Improvements Plans and Specifications and the electrical and plumbing drawings are considered “Architect’s Fees”. The Architect shall also provide normal and customary construction administration services in its capacity as Architect as part of the Architect’s Fees. The Architect’s Fees will be paid by Landlord out of the Tenant Improvement Allowance and/or, if applicable, the Additional TI Allowance (hereinafter, the “Tenant Allowance” shall collectively refer to the Tenant Improvement Allowance and, if the additional Tenant improvement allowance option is exercised by Tenant as set forth in Section 6.02 Lease Term or any earlier termination of the Lease, the Additional TI AllowanceTenant Improvements (other than Tenant's trade fixtures, equipment and furnishings and other personal property of Tenant that can be removed without permanent damage to the Premises) in accordance shall become the property of Landlord and shall remain upon and be surrendered with the terms and provisions of this Work Letter. A list of the final Tenant Improvements Plans and Specifications as agreed upon by Tenant and Landlord shall be initialed by both parties and attached hereto as Exhibit “C-2”Premises, and made a part hereof. Such final, approved plans and specifications title thereto shall be called the “Tenant Improvements Plans and Specifications”. In the event the Tenant Improvements Plans and Specifications have not been finalized automatically vest in form and substance sufficient to obtain all applicable building and other permits for the Tenant Improvements on or prior to the date set forth on the Construction Schedule (as hereinafter defined) due to Landlord without any direct action or inaction of Tenant only, then such failure shall constitute a “Tenant Delay” as hereinafter defined. If the failure to finalize such Tenant Improvements Plans and Specifications on or prior to the date set forth on the Construction Schedule is due to any direct action or inaction of Landlord only, then such failure shall constitute a “Landlord Delay” as hereinafter defined. Any changes to the final Tenant Improvements Plans and Specifications shall be handled in accordance with the provisions of Paragraph 3(b) belowpayment therefore.

Tenant Improvement Plans. Landlord shall provide all building plans in cause its possession space planner, architect and engineers to Tenant. On or before the date specified in the Construction Schedule (such Construction Schedule is to be hereafter prepared and approved by both parties and deemed incorporated herein pursuant to the terms of Paragraph 7 below), Tenant shall submit to Landlord the plan which shows the location of the proposed walls and doors and room descriptions for the Tenant Improvements (the “Space Plan”). The Space Plan is subject to Landlord’s approval, which shall not be unreasonably withheld, conditioned, or delayed. Tenant and Landlord agree to work together to mutually agree on convert the Space Plan on or before the date specified in the Construction Schedule. The date that the Space Plan has been approved by Landlord into final working drawings and specifications ("Tenant shall be the “Space Plan Approval Date”. The approved Space Plan will be attached to this Work Letter as EXHIBIT “C-1”. Tenant and Landlord acknowledge that Improvement Plans") consistent with the approved Space Plan Plan. The Tenant Improvement Plans will be preliminary include all architectural, mechanical and will need to be refined and finalized in order to provide electrical engineering plans required for the final Tenant Improvements to be made in issuance of permits and the Leased Premises. After the Space Plan Approval Date, Tenant shall be responsible for the development and preparation completion of the final Tenant Improvements, including complete detailed plans and specifications for Tenant's partition layout, reflected ceiling, heating and air conditioning, electrical outlets and switches, telephone outlets, plumbing, fire sprinklers and finish specifications. Tenant's failure to reasonably disapprove the Tenant Improvements Improvement Plans by written notice to Landlord (specifying the “Tenant Improvements Plans and Specifications”), which plans and specifications shall be (i) generally in accordance with the Space Plan as modified by such changes as may be reasonably acceptable to both parties in their reasonable opinion, (ii) in accordance with the Building Standard Materials and Specifications attached to this Work Letter, and (iii) in accordance with the applicable City of Plano building codes and ordinances. To complete the Tenant Improvements Plans and Specifications, Landlord and Tenant agree that Xxxxxxxx, Xxxxx & Hills will serve as architect (the “Architect”) for preparation of the Tenant Improvements Plans and Specifications (unless the parties mutually agree otherwise). The Tenant Improvements Plans and Specifications will also include, to the extent necessary, electrical and plumbing drawings sealed by a registered State of Texas engineer to be prepared by NELCO, which is the engineering firm designated by Tenant (the “Electric and Plumbing Engineer”). Tenant agrees to contract with and Landlord agrees to pay a reasonable market fee to the Architect and Electric and Plumbing Engineer for the Tenant Improvements Plans and Specifications preparation. The mechanical plans for the HVAC System for the Leased Premises shall be prepared by 24 Hour Inc. or an alternate Mechanical Engineer approved by Landlord and Tenant. Interior design, furniture selection and placement design, telecommunication planning and wiring design, move coordination and special finishes are the separate responsibility of Tenant and are not included items in the Tenant Improvements Improvement Plans and Specifications. The costs for preparation of the Space Plandisapproved by Tenant, the Tenant Improvements Plans and Specifications changes required to make the items acceptable, and the electrical and plumbing drawings are considered “Architect’s Fees”. The Architect shall also provide normal and customary construction administration services in its capacity as Architect as part of the Architect’s Fees. The Architect’s Fees will be paid by Landlord out reasonable basis for Tenant's disapproval) within three business days after Tenant's receipt of the Tenant Improvement Allowance and/or, if applicable, Plans shall be deemed to constitute Tenant's approval of the Additional TI Allowance proposed Tenant Improvement Plans (hereinafter, the “Tenant Allowance” shall collectively refer to or Tenant's approval of all items in the Tenant Improvement Allowance and, if the additional Plans that Tenant improvement allowance option is exercised by Tenant as set forth in Section 6.02 of the Lease, the Additional TI Allowance) does not disapprove in accordance with this Section 4). Tenant may not disapprove any item in the terms and provisions of Tenant Improvement Plans that is consistent with the approved Space Plan. If Tenant reasonably disapproves any items in the Tenant Improvement Plans in accordance with this Work Letter. A list Section 4, Landlord shall submit revised Tenant Improvement Plans to Tenant, subject to Tenant's approval of the final revisions of those items in the Tenant Improvements Improvement Plans previously disapproved by Tenant. Tenant's failure to reasonably disapprove such revised items in the Tenant Improvement Plans by written notice to Landlord (which notice shall specify in detail the changes required to make the items acceptable and Specifications as agreed upon by Tenant and the reasonable basis for Tenant's disapproval) within three business days after receipt from Landlord shall be initialed by both parties and attached hereto as Exhibit “C-2”, and made a part hereofdeemed to constitute Tenant's approval of such items in the Tenant Improvement Plans. Such final, approved plans and specifications This procedure shall be called the “Tenant Improvements Plans and Specifications”. In the event repeated until the Tenant Improvements Improvement Plans and Specifications have not been finalized in form and substance sufficient to obtain all applicable building and other permits for the Tenant Improvements on are approved (or prior to the date set forth on the Construction Schedule (as hereinafter defineddeemed approved) due to any direct action or inaction of Tenant only, then such failure shall constitute a “Tenant Delay” as hereinafter defined. If the failure to finalize such Tenant Improvements Plans and Specifications on or prior to the date set forth on the Construction Schedule is due to any direct action or inaction of Landlord only, then such failure shall constitute a “Landlord Delay” as hereinafter defined. Any changes to the final Tenant Improvements Plans and Specifications shall be handled in accordance with the provisions of Paragraph 3(b) belowby Tenant.

Tenant Improvement Plans. Landlord Tenant, at Tenant's sole cost and expense, shall retain an interior architect ("Architect") to prepare plans and outline specifications to be attached as Exhibit "D" ("Tenant Improvement Plans and ----------- Specifications") with respect to the construction of the balance of the improvements to the interior premises ("Tenant Improvements") necessary for Tenant's use and occupancy of the Building. Tenant shall have the right to defer construction of Tenant Improvements for and initially occupy only a portion of the Building, provided that it initially constructs Tenant Improvements for and occupies at least fifty percent (50%) of the Building. The Tenant Improvement Plans and Specifications for that portion of the Building which Tenant initially plans to occupy shall be completed for all aspects of the work by August 30, 1999 with all detail necessary for submittal to the city, within three (3) days thereafter, for issuance of building permits and for construction, and shall include any information required by the relevant agencies regarding Tenant's use of Hazardous Materials if applicable. The Tenant Improvements shall consist of all items not included within the scope of the Office Building Shell. The Tenant Improvement Plans shall provide for a minimum buildout in all building plans in its possession to Tenant. On or before the date specified in the Construction Schedule (such Construction Schedule is to be hereafter prepared and approved by both parties and deemed incorporated herein pursuant to the terms of Paragraph 7 below), Tenant shall submit to Landlord the plan which shows the location areas of the proposed walls and doors and room descriptions for the Premises occupied by Tenant Improvements (the “Space Plan”). The Space Plan is subject to Landlord’s approval, which shall not be unreasonably withheld, conditioned, or delayed. Tenant and Landlord agree to work together to mutually agree on the Space Plan on or before the date specified in the Construction Schedule. The date that the Space Plan has been approved by Landlord and Tenant shall be the “Space Plan Approval Date”. The approved Space Plan will be attached to this Work Letter as EXHIBIT “C-1”. Tenant and Landlord acknowledge that the approved Space Plan will be preliminary and will need to be refined and finalized in order to provide for the final Tenant Improvements to be made in the Leased Premises. After the Space Plan Approval Date, Tenant shall be responsible for the development and preparation of the final plans and specifications for the Tenant Improvements (the “Tenant Improvements Plans and Specifications”), which plans and specifications shall be consisting of: (i) generally in accordance with the Space Plan as modified by such changes as may be reasonably acceptable to both parties in their reasonable opinionfire sprinklers, (ii) floor coverings, (iii) t-bar suspended ceiling (iv) distribution of the HVAC system, (v) 2 x 4 drop-in accordance with the Building Standard Materials and Specifications attached to this Work Letterflorescent lighting, and (iiivi) in accordance with any other work required by the applicable City of Plano building codes and ordinancesMountain View necessary to obtain a Certificate of Occupancy. To complete the Tenant Improvements Plans and Specifications, Landlord and Tenant agree that Xxxxxxxx, Xxxxx & Hills will serve as architect (the “Architect”) for preparation Construction of the Tenant Improvements Plans and Specifications shall be performed by a general contractor selected by Tenant, subject to Landlord's reasonable approval (unless the parties mutually agree otherwise"General Contractor"). The Tenant Improvements Improvement Plans and Specifications will also include, to the extent necessary, electrical and plumbing drawings sealed by a registered State of Texas engineer to shall be prepared by NELCO, which is in sufficient detail to allow General Contractor to construct the engineering firm designated by Tenant (the “Electric and Plumbing Engineer”)Improvements. The Tenant agrees to shall contract directly with and Landlord agrees to pay a reasonable market fee to the Architect and Electric and Plumbing Engineer General Contractor for construction of the Tenant Improvements and shall cause the General Contractor to construct the Tenant Improvements in accordance with all Tenant Improvement Plans and Specifications preparationSpecifications. As an inducement to Tenant to enter into this Lease, Landlord has agreed to provide Tenant a work allowance to be utilized by Tenant for the construction of Tenant Improvements ("Work Allowance") in the amount of Two Million Six Hundred Twenty Eight Thousand Five Hundred Seventy Five and No/100 Dollars ($2,628,575.00), which equates to Twenty Five Dollars ($25.00) per Building square foot. The mechanical plans for the HVAC System for the Leased Premises Work Allowance shall be prepared by 24 Hour Inc. or an alternate Mechanical Engineer approved paid by Landlord to Tenant as payments become due pursuant to Section 5.C below. The Tenant Improvements shall not be removed or altered by Tenant without the prior written consent of Landlord as provided in Section 7. Tenant shall have the right to depreciate and Tenant. Interior design, furniture selection claim and placement design, telecommunication planning and wiring design, move coordination and special finishes are the separate responsibility of Tenant and are not included collect any investment tax credits in the Tenant Improvements Plans and Specificationsduring the Lease Term. The costs for preparation Upon expiration of the Space Plan, the Tenant Improvements Plans and Specifications and the electrical and plumbing drawings are considered “Architect’s Fees”. The Architect shall also provide normal and customary construction administration services in its capacity as Architect as part of the Architect’s Fees. The Architect’s Fees will be paid by Landlord out of the Tenant Improvement Allowance and/or, if applicable, the Additional TI Allowance (hereinafter, the “Tenant Allowance” shall collectively refer to the Tenant Improvement Allowance and, if the additional Tenant improvement allowance option is exercised by Tenant as set forth in Section 6.02 Lease Term or any earlier termination of the Lease, the Additional TI Allowance) in accordance Tenant Improvements shall become the property of Landlord and shall remain upon and be surrendered with the terms and provisions of this Work Letter. A list of the final Tenant Improvements Plans and Specifications as agreed upon by Tenant and Landlord shall be initialed by both parties and attached hereto as Exhibit “C-2”Premises, and made a part hereof. Such final, approved plans and specifications title thereto shall be called the “Tenant Improvements Plans and Specifications”. In the event the Tenant Improvements Plans and Specifications have not been finalized automatically vest in form and substance sufficient to obtain all applicable building and other permits for the Tenant Improvements on or prior to the date set forth on the Construction Schedule (as hereinafter defined) due to Landlord without any direct action or inaction of Tenant only, then such failure shall constitute a “Tenant Delay” as hereinafter defined. If the failure to finalize such Tenant Improvements Plans and Specifications on or prior to the date set forth on the Construction Schedule is due to any direct action or inaction of Landlord only, then such failure shall constitute a “Landlord Delay” as hereinafter defined. Any changes to the final Tenant Improvements Plans and Specifications shall be handled in accordance with the provisions of Paragraph 3(b) belowpayment therefore.

Tenant Improvement Plans. Landlord Tenant shall provide all building plans in cause its possession to Tenant. On or before the date specified in the Construction Schedule (such Construction Schedule is to be hereafter prepared and architect, as approved by both parties and deemed incorporated herein pursuant to the terms of Paragraph 7 belowLandlord (which approval will not be unreasonably withheld, conditioned or delayed), Tenant shall submit to Landlord convert the plan which shows the location of the proposed walls and doors and room descriptions for the Tenant Improvements (the “Space Plan”). The Space Plan is subject to into final working drawings and specifications (“Architectural Plans”) consistent with the applicable approved Space Plan(s) (or with (a) any changes that are approved by Landlord’s approval, which approval shall not be unreasonably withheld, conditionedconditioned or delayed or (b) any minor changes [such as eliminating or changing the sizes of a few offices] necessitated by commercially reasonable value engineering) and sufficiently detailed to support an application for all building permits required to perform the Tenant Improvement Work. Landlord hereby approves MBH Architects to serve as Tenant’s architect and Xxxxx Xxxx LaSalle to serve as Tenant’s construction manager. Tenant shall also retain engineering consultants or design-build engineers, also approved (which will not be unreasonably withheld, conditioned or delayed. Tenant and Landlord agree to work together to mutually agree on the Space Plan on or before the date specified in the Construction Schedule. The date that the Space Plan has been approved ) by Landlord to prepare all plans and Tenant shall be engineering working drawings relating to the “Space Plan Approval Date”. The approved Space Plan will be attached to this Work Letter as EXHIBIT “C-1”. Tenant structural, mechanical, electrical, plumbing, HVAC and Landlord acknowledge that the approved Space Plan will be preliminary and will need to be refined and finalized in order to provide for the final Tenant Improvements to be made in the Leased Premises. After the Space Plan Approval Date, Tenant shall be responsible for the development and preparation life safety work of the final plans Tenant Improvement Work (“Mechanical and specifications for Engineering Plans”, and, together with the Tenant Improvements (Architectural Plans, the “Tenant Improvements Plans and Specifications”), which plans and specifications shall be (i) generally in accordance with the Space Plan as modified by such changes as may be reasonably acceptable to both parties in their reasonable opinion, (ii) in accordance with the Building Standard Materials and Specifications attached to this Work Letter, and (iii) in accordance with the applicable City of Plano building codes and ordinances. To complete the Tenant Improvements Plans and Specifications, Landlord and Tenant agree that Xxxxxxxx, Xxxxx & Hills will serve as architect (the “Architect”) for preparation of the Tenant Improvements Plans and Specifications (unless the parties mutually agree otherwise). The Tenant Improvements Plans and Specifications will also include, to the extent necessary, electrical and plumbing drawings sealed by a registered State of Texas engineer to be prepared by NELCO, which is the engineering firm designated by Tenant (the “Electric and Plumbing EngineerImprovement Plans”). Tenant agrees shall submit the Tenant Improvement Plans to contract Landlord for Landlord’s approval, which approval will not be unreasonably withheld, conditioned or delayed. Within five business days of Tenant’s submittal to Landlord, Landlord will either approve or disapprove the plans and specifications; provided that any such disapproval must be accompanied by Landlord’s written specification of the reasons for withholding approval and any changes or revisions necessary to obtain Landlord’s approval, if applicable; and if Landlord fails to provide a response in such five business day period, Tenant may provide Landlord with and Landlord agrees a written notice (the “Approval Notice”) stating that Landlord’s failure to pay a reasonable market fee respond to the Architect and Electric and Plumbing Engineer for Tenant Improvement Plans within two business days of Landlord’s receipt of the Tenant Improvements Plans and Specifications preparation. The mechanical plans for the HVAC System for the Leased Premises Approval Notice shall be prepared by 24 Hour Inc. or an alternate Mechanical Engineer approved by Landlord and Tenant. Interior design, furniture selection and placement design, telecommunication planning and wiring design, move coordination and special finishes are the separate responsibility of Tenant and are not included in the Tenant Improvements Plans and Specifications. The costs for preparation of the Space Plan, the Tenant Improvements Plans and Specifications and the electrical and plumbing drawings are considered “Architectdeemed Landlord’s Fees”. The Architect shall also provide normal and customary construction administration services in its capacity as Architect as part of the Architect’s Fees. The Architect’s Fees will be paid by Landlord out approval of the Tenant Improvement Allowance and/orPlans. If Landlord fails to provide a response to the Approval Notice within two business days of Landlord’s receipt of the Approval Notice, if applicable, the Additional TI Allowance (hereinafter, the “Tenant Allowance” Landlord shall collectively refer be deemed to have approved the Tenant Improvement Allowance andPlans. This procedure shall be repeated until the Tenant Improvement Plans are approved by Landlord, if except that the additional periods of time for Landlord’s review of revised Tenant improvement allowance option is exercised Improvement Plans and deemed approval following an Approval Notice shall be three business days and one business day, respectively. Approved Tenant Improvement Plans are not a representation by Tenant as set forth Landlord that they are in Section 6.02 of the Lease, the Additional TI Allowance) in accordance compliance with the terms requirements of governing authorities, and provisions of this Work Letter. A list of the final Tenant Improvements Plans and Specifications as agreed upon by Tenant and Landlord it shall be initialed by both parties Tenant’s sole responsibility to meet and attached hereto as Exhibit “C-2”, and made a part hereof. Such final, approved plans and specifications shall be called the “Tenant Improvements Plans and Specifications”. In the event the Tenant Improvements Plans and Specifications have not been finalized in form and substance sufficient to obtain comply with all applicable building and other permits for the Tenant Improvements on or prior to the date set forth on the Construction Schedule (as hereinafter defined) due to any direct action or inaction of Tenant only, then such failure shall constitute a “Tenant Delay” as hereinafter definedLaws. If the failure to finalize such Tenant Improvements Plans and Specifications on or prior to the date set forth on the Construction Schedule is due to any direct action or inaction of Landlord only, then such failure shall constitute a “Landlord Delay” as hereinafter defined. Any No changes to the final approved Tenant Improvements Improvement Plans and Specifications (other than any changes required by applicable laws) shall be handled in accordance with made without the provisions written consent of Paragraph 3(b) belowLandlord, which consent shall not be unreasonably delayed, conditioned or withheld.

Tenant Improvement Plans. Tenant, at Tenant's sole cost and expense, shall retain an interior architect ("Architect") to prepare plans and outline specifications to be attached as Exhibit "D" ("Tenant Improvement Plans and ----------- Specifications") with respect to the construction of the balance of the improvements to the interior of the premises ("Tenant Improvements") necessary for Tenant's use and occupancy of the Building. Landlord shall provide all building plans in its possession to Tenant. On or before the date specified in the Construction Schedule (such Construction Schedule is cause Tenant Improvements to be hereafter prepared constructed by the Devcon Construction ("General Contractor"), in accordance with Tenant Improvement Plans and approved Specifications. The Tenant Improvement Plans and Specifications shall be completed for all aspects of the work by both parties and deemed incorporated herein pursuant (i) February 14, 2000 with all detail necessary for submittal to the terms city for issuance of Paragraph 7 below)building permits, and (ii) March 6, 2000 with all detail necessary for construction and shall include any information required by the relevant agencies regarding Tenant's use of Hazardous Materials if applicable. The Tenant Improvements shall submit to Landlord consist of all items not included within the plan which shows the location scope of the proposed walls and doors and room descriptions for the Office Building Shell. All Tenant Improvements (the “Space Plan”). The Space Plan is shall be subject to Landlord’s 's approval, which approval which shall not be unreasonably withheld, conditioned, conditioned or delayed. The Tenant Improvement Plans and Landlord agree to work together to mutually agree on the Space Plan on or before the date specified in the Construction Schedule. The date that the Space Plan has been approved by Landlord and Tenant Specifications shall be the “Space Plan Approval Date”. The approved Space Plan will be attached to this Work Letter as EXHIBIT “C-1”. Tenant and Landlord acknowledge that the approved Space Plan will be preliminary and will need to be refined and finalized in order to provide for the final Tenant Improvements to be made a minimum build-out in the Leased Premises. After the Space Plan Approval Date, Tenant shall be responsible for the development and preparation all areas of the final plans and specifications for the Tenant Improvements (the “Tenant Improvements Plans and Specifications”), which plans and specifications shall be Premises consisting of: (i) generally in accordance with the Space Plan as modified by such changes as may be reasonably acceptable to both parties in their reasonable opinionfire sprinklers, (ii) floor coverings, (iii) t-bar suspended ceiling (iv) distribution of the HVAC system, (v) 2' x 4' drop-in accordance with the Building Standard Materials and Specifications attached to this Work Letterflorescent lighting, and (iiivi) in accordance with any other work required by the applicable City of Plano building codes and ordinancesSanta Xxxxx necessary to obtain a Certificate of Occupancy. To complete Tenant shall not have the Tenant Improvements Plans and Specifications, Landlord and Tenant agree that Xxxxxxxx, Xxxxx & Hills will serve as architect (right to delay the “Architect”) for preparation completion of the foregoing minimum Tenant Improvements Improvement build-out. The Tenant Improvement Plans and Specifications (unless shall be prepared in sufficient detail to allow the parties mutually agree otherwise)General Contractor to construct the Tenant Improvements. The Tenant Improvements Plans and Specifications will also include, to the extent necessary, electrical and plumbing drawings sealed by a registered State of Texas engineer to shall not be prepared by NELCO, which is the engineering firm designated removed or altered by Tenant (without the “Electric and Plumbing Engineer”)prior written consent of Landlord as provided in Section 7. Tenant agrees shall have the right to contract with depreciate and Landlord agrees to pay a reasonable market fee to the Architect claim and Electric and Plumbing Engineer for the Tenant Improvements Plans and Specifications preparation. The mechanical plans for the HVAC System for the Leased Premises shall be prepared by 24 Hour Inc. or an alternate Mechanical Engineer approved by Landlord and Tenant. Interior design, furniture selection and placement design, telecommunication planning and wiring design, move coordination and special finishes are the separate responsibility of Tenant and are not included collect any investment tax credits in the Tenant Improvements Plans and Specificationspaid for Tenant. The costs for preparation Upon expiration of the Space Plan, the Tenant Improvements Plans and Specifications and the electrical and plumbing drawings are considered “Architect’s Fees”. The Architect shall also provide normal and customary construction administration services in its capacity as Architect as part of the Architect’s Fees. The Architect’s Fees will be paid by Landlord out of the Tenant Improvement Allowance and/or, if applicable, the Additional TI Allowance (hereinafter, the “Tenant Allowance” shall collectively refer to the Tenant Improvement Allowance and, if the additional Tenant improvement allowance option is exercised by Tenant as set forth in Section 6.02 Lease Term or any earlier termination of the Lease, the Additional TI AllowanceTenant Improvements shall become the property of Landlord and shall remain upon and be surrendered with the Premises, and title thereto shall automatically vest in Landlord without any payment therefore. Landlord shall use its reasonable best efforts to obtain a building permit from the City of Santa Xxxxx for the Tenant Improvements as soon as possible after submittal of the Tenant Improvement Plans and Specifications, and thereafter to cause the General Contractor to Substantially Complete the Tenant Improvements. The Tenant Improvements shall be deemed substantially complete when: (i) Tenant Improvements have both been substantially completed in accordance with the terms and provisions of this Work Letter. A list of the final Tenant Improvements Plans and Specifications as agreed upon by Tenant and Landlord shall be initialed by both parties and attached hereto as Exhibit “C-2”, and made a part hereof. Such final, approved plans and specifications shall be called the “Tenant Improvements Improvement Plans and Specifications”. In , as evidenced by the event issuance of a certificate of occupancy or its equivalent by the appropriate governmental authority, (ii) Tenant's Architect has certified that the Tenant Improvements Plans and Specifications have not been finalized in form and substance sufficient to obtain all applicable building and other permits for the Tenant Improvements on or prior to the date set forth on the Construction Schedule (as hereinafter defined) due to any direct action or inaction of Tenant only, then such failure shall constitute a “Tenant Delay” as hereinafter defined. If the failure to finalize such Tenant Improvements Plans and Specifications on or prior to the date set forth on the Construction Schedule is due to any direct action or inaction of Landlord only, then such failure shall constitute a “Landlord Delay” as hereinafter defined. Any changes to the final Tenant Improvements Plans and Specifications shall be handled completed in accordance with the provisions Tenant Improvement Plans and Specifications, and Landlord's Architect has certified to Tenant that the Office Building Shell and Project have been completed in accordance with the Office Building Shell Plans and Specifications; and (iii) the Building systems including, but not limited to, mechanical, electrical and plumbing, are operational to the extent necessary to service the Premises, and Tenant has use of Paragraph 3(bsubstantially all parking spaces called for under this Lease. Installation of (i) belowTenant's data and phone cabling, (ii) Tenant's furniture, or (iii) the exterior landscaping shall not be required in order to deem the Tenant Improvements Substantially Complete. Landlord agrees to provide Tenant a Certificate of Occupancy from the City of Santa Xxxxx (or its equivalent) within sixty (60) days following the Commencement Date.

Tenant Improvement Plans. Tenant has met with Landlord's architect and/or space planner for the purpose of preparing a space plan for the layout of the Premises prior to lease execution. Based upon such space plan, Landlord's architect shall prepare final working drawings and specifications for the Tenant Improvements. Such final working drawings and specifications may be referred to herein as the "Tenant Improvement Plans" or "Approved Plans". The Tenant Improvements Plans must be consistent with Landlord's standard specifications (the "Standards") for tenant improvements for the Building, as the same may be changed from time to time by Landlord. Immediately after the execution of the Lease, Landlord shall provide all building plans in its possession cause the space planner and Landlord's engineer to Tenant. On or before prepare detailed construction drawings and specifications (the date specified in the Construction Schedule (such Construction Schedule is to be hereafter prepared and approved by both parties and deemed incorporated herein pursuant to the terms of Paragraph 7 below), Tenant shall submit to Landlord the plan which shows the location of the proposed walls and doors and room descriptions "Working Drawings") for the Tenant Improvements based strictly upon the Preliminary Plans. Upon delivery of the Working Drawings by Landlord or its representative to Tenant, Tenant shall have five (5) business days in which to given written notice to Landlord of Tenant's acceptance or rejection of the “Space Plan”Working Drawings. Unless Landlord receives Tenant's written rejection within said five (5) business day period, the drawings shall be deemed approved by Tenant ("Approved Plans"). The Space Plan is subject to Landlord’s approval, which Such Approved Plans shall not be unreasonably withheld, conditioned, create no responsibility or delayed. Tenant and Landlord agree to work together to mutually agree on the Space Plan on or before the date specified liability in the Landlord for the completeness of such plans, their design sufficiency or compliance with applicable statutes, ordinances or regulations. Within a reasonable period after Tenant's approval or deemed approval of the Approved Plans, Landlord will furnish to Tenant a final work cost based upon the Approved Plans ("Final Cost Quotation") and an estimated Tenant Improvement Construction Schedule. The date that final cost quotation shall include without limitation, costs of standard and non-standard work, architectural and engineering fees, governmental agency fees, Landlord's general contractor's overhead and supervision fees, and landlord's administrative fees. If the Final Cost Quotation is not greater than the Tenant Improvement Allowance, Landlord shall authorize construction to commence, subject to the Tenant's payment of the Construction Payment as defined below. Landlord has a pre-approved selected contractor to perform work in the Building. If the Final Cost Quotation is greater than the approved Tenant Improvement Allowance, Tenant shall have two (2) business days in which to give written notice to Landlord's Construction Manager of Tenant's acceptance or rejection of the Final Cost Quotation. If Tenant rejects the Final Cost Quotation, Tenant shall meet with Landlord, the Space Plan Planner and Landlord's contractor within two (2) business days to make revisions. All costs of Tenant initiated changes requiring such revisions including charges for attending the meeting shall be included in the cost of Tenant Improvements. Following such revisions, Landlord shall submit to Tenant, as soon as reasonably practicable, a new Final Cost Quotation, and the same procedure will be followed as set forth above until Tenant has been approved by Landlord the Approved Plans and the Final Cost Quotation, Tenant shall be forthwith deposit with Landlord an amount (the “Space Plan Approval Date”. The approved Space Plan will be attached "Construction Payment") equal to this Work Letter as EXHIBIT “C-1”. Tenant the difference between the Tenant's Allowance and Landlord acknowledge that the approved Space Plan Final Cost Quotation. Landlord shall not authorize construction to commence until Landlord has received the Construction Payment. Any time consumed in revising the Working Drawings or revising the Final Cost Quotation shall be considered a Tenant Delay and shall not delay the Commencement Date of the Lease. Landlord, through its agent, will be preliminary provide construction management and will need to be refined charge a reasonable supervision fee of five (5%) percent of the construction costs against the tenant improvements allowance of ________________________________ Dollars ($[illegible]) and finalized in order to provide for any change orders initiated by the Tenant after the Tenant has approved the approved plans and the final Tenant Improvements to cost quotation. All supervision of construction and subcontractors shall be made in performed by the Leased Premisesgeneral contractor. After the Space Plan Approval Date, Tenant shall be responsible for the development any and preparation of the final plans and specifications for the Tenant Improvements (the “Tenant Improvements Plans and Specifications”), which plans and specifications shall be (i) generally in accordance all change orders required to comply with the Space Plan as modified by such changes as may be reasonably acceptable to both parties in their reasonable opinion, (ii) in accordance with the Building Standard Materials and Specifications attached to this Work Letter, and (iii) in accordance with the applicable City of Plano building codes and ordinances. To complete the Tenant Improvements Plans and Specifications, Landlord and Tenant agree that Xxxxxxxx, Xxxxx & Hills will serve as architect (the “Architect”) for preparation of the Tenant Improvements Plans and Specifications (unless the parties mutually agree otherwise). The Tenant Improvements Plans and Specifications will also include, to the extent necessary, electrical and plumbing drawings sealed by a registered State of Texas engineer to be prepared by NELCO, which is the engineering firm designated by Tenant (the “Electric and Plumbing Engineer”). Tenant agrees to contract with and Landlord agrees to pay a reasonable market fee to the Architect and Electric and Plumbing Engineer for the Tenant Improvements Plans and Specifications preparation. The mechanical plans for the HVAC System for the Leased Premises shall be prepared by 24 Hour Inc. or an alternate Mechanical Engineer approved by Landlord and Tenant. Interior design, furniture selection and placement design, telecommunication planning and wiring design, move coordination and special finishes are the separate responsibility of Tenant and are not included in the Tenant Improvements Plans and Specifications. The costs for preparation of the Space Plan, the Tenant Improvements Plans and Specifications and the electrical and plumbing drawings are considered “Architect’s Fees”. The Architect shall also provide normal and customary construction administration services in its capacity as Architect as part of the Architect’s Fees. The Architect’s Fees will be paid by Landlord out of the Tenant Improvement Allowance and/or, if applicable, the Additional TI Allowance (hereinafter, the “Tenant Allowance” shall collectively refer to the Tenant Improvement Allowance and, if the additional Tenant improvement allowance option is exercised by Tenant as set forth in Section 6.02 of the Lease, the Additional TI Allowance) in accordance with the terms and provisions of this Work Letter. A list of the final Tenant Improvements Plans and Specifications as agreed upon by Tenant and Landlord shall be initialed by both parties and attached hereto as Exhibit “C-2”, and made a part hereof. Such final, approved plans and specifications shall be called the “Tenant Improvements Plans and Specifications”. In the event the Tenant Improvements Plans and Specifications have not been finalized in form and substance sufficient to obtain all applicable building and other permits for the Tenant Improvements on or prior to the date set forth on the Construction Schedule (as hereinafter defined) due to any direct action or inaction of Tenant only, then such failure shall constitute a “Tenant Delay” as hereinafter defined. If the failure to finalize such Tenant Improvements Plans and Specifications on or prior to the date set forth on the Construction Schedule is due to any direct action or inaction of Landlord only, then such failure shall constitute a “Landlord Delay” as hereinafter defined. Any changes to the final Tenant Improvements Plans and Specifications shall be handled in accordance with the provisions of Paragraph 3(b) belowgovernmental and/or code requirements.

Tenant Improvement Plans. Tenant, at Tenant's sole cost and expense, shall hire a licensed architect selected by Tenant and reasonably approved by Landlord ("Architect") to prepare plans and outline specifications which upon completion shall provide all building plans be attached as Exhibit "E" ("Tenant Improvement ----------- Plans and Specifications") with respect to the construction of improvements to the interior premises ("Tenant Improvements"). The General Contractor (as defined below) shall assist the Architect in its possession identifying any coordination issues relative to Tenantthe Building Shell and/or Building Shell Plans. On or before the date specified in the Construction Schedule (such Construction Schedule is to be hereafter prepared and approved by both parties and deemed incorporated herein pursuant to the terms of Paragraph 7 below)January 19, 1998, Tenant shall submit deliver to Landlord specifications for the plan which shows elevator systems and controls. On or before February 16, 1998, Tenant shall deliver to Landlord specifications for the location transformer, switchgear and rooftop HVAC units. The Tenant Improvement Plans and Specifications shall be completed for all other aspects of the proposed walls work by March 16, 1998 with sufficient detail necessary for submittal to the city and doors for construction and room descriptions for shall include any information required by the relevant agencies regarding Tenant's use of Hazardous Materials if applicable. The Tenant Improvements shall consist of all items not included within the scope of the Building Shell Definition. Except as otherwise provided in Section 5.N, the Tenant Improvements Improvement Plans and Specifications shall provide for a minimum buildout in all areas of the Premises consisting of: (i) fire sprinklers, (ii) floor coverings, (iii) t-bar suspended ceiling (iv) distribution of the “Space Plan”). The Space Plan is subject HVAC system, (v) 2 x 4 drop-in florescent lighting, and (vi) any other work required by the City of San Xxxx necessary to Landlord’s approvalobtain a Certificate of Occupancy, which work shall not be unreasonably withheld, conditioned, or delayed. Tenant and Landlord agree to work together to mutually agree on the Space Plan on or before the date specified in the Construction Schedule. The date that the Space Plan has been approved completed by Landlord and Tenant as set forth in this Lease. Landlord shall be the “Space Plan Approval Date”. The approved Space Plan will be attached to this Work Letter as EXHIBIT “C-1”. Tenant and Landlord acknowledge that the approved Space Plan will be preliminary and will need to be refined and finalized in order to provide for the final cause Tenant Improvements to be made in constructed by independent contractors to be employed by and under the Leased Premises. After the Space Plan Approval Datesupervision of Landlord's affiliated construction company, Tenant shall be responsible for the development and preparation of the final plans and specifications for the Tenant Improvements Sobrato Construction Corporation (the “Tenant Improvements Plans and Specifications”), which plans and specifications shall be (i) generally in accordance with the Space Plan as modified by such changes as may be reasonably acceptable to both parties in their reasonable opinion, (ii"General Contractor") in accordance with the Building Standard Materials and Specifications attached to this Work Letter, and (iii) in accordance with the applicable City of Plano building codes and ordinances. To complete the all Tenant Improvements Plans and Specifications, Landlord and Tenant agree that Xxxxxxxx, Xxxxx & Hills will serve as architect (the “Architect”) for preparation of the Tenant Improvements Plans and Specifications (unless the parties mutually agree otherwise). The Tenant Improvements Plans and Specifications will also include, to the extent necessary, electrical and plumbing drawings sealed by a registered State of Texas engineer to be prepared by NELCO, which is the engineering firm designated by Tenant (the “Electric and Plumbing Engineer”). Tenant agrees to contract with and Landlord agrees to pay a reasonable market fee to the Architect and Electric and Plumbing Engineer for the Tenant Improvements Plans and Specifications preparation. The mechanical plans for the HVAC System for the Leased Premises shall be prepared by 24 Hour Inc. or an alternate Mechanical Engineer approved by Landlord and Tenant. Interior design, furniture selection and placement design, telecommunication planning and wiring design, move coordination and special finishes are the separate responsibility of Tenant and are not included in the Tenant Improvements Improvement Plans and Specifications. The costs for preparation of the Space Plan, the Tenant Improvements Improvement Plans and Specifications shall be prepared in sufficient detail to allow General Contractor to construct the Tenant Improvements. As an inducement to Tenant to enter into this Lease, Landlord has agreed to provide Tenant a work allowance to be utilized by Tenant for the construction of Tenant Improvements ("Work Allowance") in the amount of Three Million Eight Hundred Eighty Thousand Eight Hundred Thirty- Five and the electrical and plumbing drawings are considered “Architect’s Fees”No/100 Dollars ($3,880,835.00). The Architect Work Allowance shall also provide normal and customary construction administration services in its capacity as Architect as part of the Architect’s Fees. The Architect’s Fees will be paid by Landlord out to Tenant as payments become due to General Contractor pursuant to Section 5.G below. The Tenant Improvements shall not be removed or altered by Tenant without the prior written consent of Landlord if required as provided in Section 7. Tenant shall have the right to depreciate and claim and collect any investment tax credits in the Tenant Improvements during the Lease Term. Upon expiration of the Tenant Improvement Allowance and/or, if applicable, the Additional TI Allowance (hereinafter, the “Tenant Allowance” shall collectively refer to the Tenant Improvement Allowance and, if the additional Tenant improvement allowance option is exercised by Tenant as set forth in Section 6.02 Lease Term or any earlier termination of the Lease, the Additional TI Allowance) in accordance Tenant Improvements shall become the property of Landlord and shall remain upon and be surrendered with the terms and provisions of this Work Letter. A list of the final Tenant Improvements Plans and Specifications as agreed upon by Tenant and Landlord shall be initialed by both parties and attached hereto as Exhibit “C-2”Premises, and made a part hereof. Such final, approved plans and specifications title thereto shall be called the “Tenant Improvements Plans and Specifications”. In the event the Tenant Improvements Plans and Specifications have not been finalized automatically vest in form and substance sufficient to obtain all applicable building and other permits for the Tenant Improvements on or prior to the date set forth on the Construction Schedule (as hereinafter defined) due to Landlord without any direct action or inaction of Tenant only, then such failure shall constitute a “Tenant Delay” as hereinafter defined. If the failure to finalize such Tenant Improvements Plans and Specifications on or prior to the date set forth on the Construction Schedule is due to any direct action or inaction of Landlord only, then such failure shall constitute a “Landlord Delay” as hereinafter defined. Any changes to the final Tenant Improvements Plans and Specifications shall be handled in accordance with the provisions of Paragraph 3(b) belowpayment therefor.

Tenant Improvement Plans. Landlord Tenant, at Tenant's sole cost and expense, shall provide all building retain an interior architect ("Architect") to prepare plans in its possession to Tenant. On or before the date specified in the Construction Schedule (such Construction Schedule is and outline specifications to be hereafter prepared attached as Exhibit "C" ("Tenant Improvement Plans and approved by both parties and deemed incorporated herein pursuant Specifications") with respect to the terms construction of Paragraph 7 below), initial interior improvements to the Premises ("Tenant shall submit to Landlord the plan which shows the location of the proposed walls and doors and room descriptions for the Tenant Improvements (the “Space Plan”Improvements"). The Space Plan is Tenant Improvement Plans and Specifications shall be completed for all aspects of the work (either in one package or in phases as provided below) by June 30, 2001 with all detail necessary for submittal to the city, within three (3) days thereafter, for issuance of building permits and for construction, and shall include any information required by the relevant agencies regarding Tenant's use of Hazardous Materials if applicable. The Tenant Improvements shall: (i) be reasonably compatible with (and not damaging to) the structural, mechanical, electrical, plumbing and other systems of the Building, (ii) not materially adversely impact (in Landlord's reasonable judgment) the exterior appearance or operations of the Building, the currently existing interior improvements in the Building, or the appearance or operations of the public areas of the Building and (iii) comply with all any law, statute, ordinance, order, rule, regulation or requirement of any governmental or quasi-governmental authority. All Tenant Improvements shall be subject to Landlord’s 's reasonable approval, which shall not be unreasonably withheld, conditioned, withheld or delayed. Tenant and Landlord agree to work together to mutually agree on the Space Plan on or before the date specified in the Construction Schedule. The date that the Space Plan has been approved by Landlord and Tenant shall be the “Space Plan Approval Date”. The approved Space Plan will be attached to this Work Letter as EXHIBIT “C-1”. Tenant and Landlord acknowledge that the approved Space Plan will be preliminary and will need to be refined and finalized in order to provide for the final Tenant Improvements to be made in the Leased Premises. After the Space Plan Approval Date, Tenant shall be responsible for the development and preparation delayed beyond five (5) business days following receipt of the final plans and specifications for the Tenant Improvements (the “Tenant Improvements Plans and Specifications”), which plans and specifications shall be (i) generally in accordance with the Space Plan as modified by such changes as may be reasonably acceptable to both parties in their reasonable opinion, (ii) in accordance with the Building Standard Materials and Specifications attached to this Work Letter, and (iii) in accordance with the applicable City of Plano building codes and ordinances. To complete the Tenant Improvements Tenant's Plans and Specifications, Landlord provided the above conditions are met. Landlord's failure to approve, or reasonably disapprove, the Tenant Improvement Plans and Specifications (or revised Plans and Specifications) within five (5) business days following Landlord's receipt thereof shall be deemed Landlord's approval. The Tenant agree that XxxxxxxxImprovement Plans and Specifications shall include all detail required by the City of Santa Clara necessary to obtain a Certificate of Occupancy. Construction ox xxx Tenant Improvements shall be performed by a general contractor ("General Contractor") selected by Tenant, Xxxxx & Hills will serve subject to Landlord's reasonable approval. Tenant shall not be required to use union labor as architect (a condition of receiving Landlord's approval hereunder. The Tenant Improvement Plans and Specifications shall be prepared in sufficient detail to allow General Contractor to construct the “Architect”) Tenant Improvements. The Tenant shall contract directly with General Contractor for preparation construction of the Tenant Improvements and shall cause the General Contractor to construct the Tenant Improvements in accordance with all Tenant Improvement Plans and Specifications (unless Specifications. Tenant shall have no obligation to remove the parties mutually agree otherwise)Tenant Improvements at the expiration or earlier termination of the Lease. The Tenant Improvements Plans (other than Tenant's trade fixtures, equipment and Specifications will also include, furnishings and other personal property of Tenant that can be removed without permanent damage to the extent necessary, electrical and plumbing drawings sealed by a registered State of Texas engineer to Premises) shall not be prepared by NELCO, which is the engineering firm designated removed or altered by Tenant (without the “Electric and Plumbing Engineer”)prior written consent of Landlord as provided in Section 7. Tenant agrees shall have the right to contract with depreciate and Landlord agrees to pay a reasonable market fee to the Architect claim and Electric and Plumbing Engineer for the Tenant Improvements Plans and Specifications preparation. The mechanical plans for the HVAC System for the Leased Premises shall be prepared by 24 Hour Inc. or an alternate Mechanical Engineer approved by Landlord and Tenant. Interior design, furniture selection and placement design, telecommunication planning and wiring design, move coordination and special finishes are the separate responsibility of Tenant and are not included collect any investment tax credits in the Tenant Improvements Plans and Specificationsduring the Lease Term. The costs for preparation Upon expiration of the Space Plan, the Tenant Improvements Plans and Specifications and the electrical and plumbing drawings are considered “Architect’s Fees”. The Architect shall also provide normal and customary construction administration services in its capacity as Architect as part of the Architect’s Fees. The Architect’s Fees will be paid by Landlord out of the Tenant Improvement Allowance and/or, if applicable, the Additional TI Allowance (hereinafter, the “Tenant Allowance” shall collectively refer to the Tenant Improvement Allowance and, if the additional Tenant improvement allowance option is exercised by Tenant as set forth in Section 6.02 Lease Term or any earlier termination of the Lease, the Additional TI AllowanceTenant Improvements (other than Tenant's trade fixtures, equipment and furnishings and other personal property of Tenant that can be removed without permanent damage to the Premises) in accordance shall become the property of Landlord and shall remain upon and be surrendered with the terms and provisions of this Work Letter. A list of the final Tenant Improvements Plans and Specifications as agreed upon by Tenant and Landlord shall be initialed by both parties and attached hereto as Exhibit “C-2”Premises, and made a part hereof. Such final, approved plans and specifications title thereto shall be called the “Tenant Improvements Plans and Specifications”. In the event the Tenant Improvements Plans and Specifications have not been finalized automatically vest in form and substance sufficient to obtain all applicable building and other permits for the Tenant Improvements on or prior to the date set forth on the Construction Schedule (as hereinafter defined) due to Landlord without any direct action or inaction of Tenant only, then such failure shall constitute a “Tenant Delay” as hereinafter defined. If the failure to finalize such Tenant Improvements Plans and Specifications on or prior to the date set forth on the Construction Schedule is due to any direct action or inaction of Landlord only, then such failure shall constitute a “Landlord Delay” as hereinafter defined. Any changes to the final Tenant Improvements Plans and Specifications shall be handled in accordance with the provisions of Paragraph 3(b) belowpayment therefore.

Tenant Improvement Plans. Landlord shall provide all building plans in its possession to Tenant. On or before the date specified in the Construction Schedule (such Construction Schedule is to be hereafter prepared and approved by both parties and deemed incorporated herein pursuant to the terms of Paragraph 7 below), The Tenant shall submit to Landlord the plan which shows the location of the proposed walls and doors and room descriptions for the Tenant Improvements (the “Space Plan”). The Space Plan is subject to Landlord’s approval, which shall not be unreasonably withheld, conditioned, or delayed. Tenant and Landlord agree to work together to mutually agree on the Space Plan on or before the date specified in the Construction Schedule. The date that the Space Plan has been approved by Landlord and Tenant shall be the “Space Plan Approval Date”. The approved Space Plan will be Improvement Plans attached to this Work Letter as EXHIBIT “C-1”. Tenant and Landlord acknowledge that the approved Space Plan will be Exhibit C-2 are preliminary and will need to be refined and finalized in order to provide for the final Tenant Improvements to be made in the Leased Premises. After the Space Plan Approval Date, Tenant shall be responsible for the development and preparation of the final plans and specifications for the Tenant Improvements (the “Tenant Improvements Plans and Specifications”), which plans and specifications shall be (i) generally in accordance with the Space Plan as modified by such changes as may be reasonably acceptable to both parties in their reasonable opinion, (ii) in accordance with the Building Standard Materials and Specifications attached to this Work Letter, and (iii) in accordance with the applicable City of Plano building codes and ordinances. To complete the Tenant Improvements Plans and Specifications, Landlord and Tenant agree that Xxxxxxxx, Xxxxx & Hills will serve as architect (the “Architect”) for preparation construction of the Tenant Improvements Improvements. These Tenant Improvement Plans and Specifications (unless the parties mutually agree otherwise). The Tenant Improvements Plans and Specifications will also include, to the extent necessary, electrical and plumbing drawings sealed by a registered State of Texas engineer to be prepared by NELCO, which is the engineering firm designated by Tenant (the “Electric and Plumbing Engineer”). Tenant agrees to contract with and Landlord agrees to pay a reasonable market fee to the Architect and Electric and Plumbing Engineer for the Tenant Improvements Plans and Specifications preparation. The mechanical plans for the HVAC System for the Leased Premises shall be prepared by 24 Hour Inc. or an alternate Mechanical Engineer are hereby approved by Landlord and Tenant. Interior designFollowing the final execution of this Work Letter, furniture selection Tenant will cause to be prepared and placement designdelivered to Landlord periodic progress prints and, telecommunication planning on or before May 1, 2001, final plans and wiring designspecifications and working drawings for the construction of the Tenant Improvements that will include structural, move coordination fire protection, life safety, mechanical and special finishes are electrical working drawings, and final architectural drawings for the separate responsibility Tenant Improvements (collectively, Tenant Improvement Working Drawings). The Tenant Improvement Working Drawings will substantially conform to Tenant Improvement Plans as well as the Base Building Improvements Plans and shall not adversely affect the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems of the Building, the Base Building Improvements or the structure or exterior appearance of the Building. No later than five (5) business days following Landlord's receipt thereof, Landlord shall either approve the Tenant and are Improvement Working Drawings or set forth in reasonable detail (which may be a xxxx-up of the plans) any changes necessary to bring the Tenant Improvement Working Drawings into substantial conformity with the Base Building Improvement Plans or Tenant Improvement Plans. Any modification to the Base Building Improvements required by the Tenant Improvement Working Drawings shall be identified by Landlord as a Change Order (defined herein). Landlord will not included unreasonably object to any items in the Tenant Improvement Working Drawings necessitated by applicable law or City of Sunnyvale requirements, provided that any increased cost or delay resulting from such change, which would not be applicable to the Base Building Improvements except for the design of Tenant's Tenant Improvements, shall be a Tenant Cost and/or a Tenant Delay. Upon receipt of Landlord's comments, Tenant shall undertake such revisions as are reasonable and prepare final Tenant Improvement Working Drawings. Tenant shall resubmit any disapproved plan to Landlord for approval within five (5) business days which shall be reviewed by Landlord to confirm that Landlord's response to the proposed Tenant Improvement Working Drawings has been incorporated into the final Tenant Improvement Working Drawings and that the final Tenant Improvement Working Drawings conform to the Base Building Improvements Plans and Specificationswith such changes as Tenant may have determined. The costs for preparation of the Space Plan, above process will be repeated until the Tenant Improvements Plans and Specifications and the electrical and plumbing drawings Improvement Working Drawings are considered “Architect’s Fees”approved by Landlord. The Architect shall also provide normal and customary construction administration services in its capacity as Architect as part of the Architect’s Fees. The Architect’s Fees will be paid by Landlord out Upon approval of the Tenant Improvement Allowance and/or, if applicableWorking Drawings by Landlord and Tenant, the Additional TI Allowance (hereinafter, final drawings and specifications will be referred to as the “Tenant Allowance” shall collectively refer to the Approved Tenant Improvement Allowance and, if the additional Working Drawings. Tenant improvement allowance option is exercised by Tenant as set forth in Section 6.02 of the Lease, the Additional TI Allowance) in accordance with the terms and provisions of this Work Letter. A list of the final Tenant Improvements Plans and Specifications as agreed acknowledges that Landlord shall review Tenant's drawings for Landlord's sole benefit which cannot be relied upon by Tenant and with respect to the adequacy of such plans or their conformance with applicable law. Failure of Tenant to prepare Tenant Improvement Working Drawings which are approved by Landlord shall be initialed by both parties and attached hereto as Exhibit “C-2”, and made a part hereof. Such final, approved plans and specifications shall be called the “Tenant Improvements Plans and Specifications”. In the event the Tenant Improvements Plans and Specifications have not been finalized in form and substance sufficient to obtain all applicable building and other permits for the Tenant Improvements on or prior to the date set forth on the Construction Schedule (as hereinafter defined) due to any direct action or inaction of Tenant onlybefore May 1, then such failure 2001 shall constitute a “Tenant Delay” as hereinafter defined. If the failure to finalize such Tenant Improvements Plans and Specifications on or prior to the date set forth on the Construction Schedule is due to any direct action or inaction of Landlord only, then such failure shall constitute a “Landlord Delay” as hereinafter defined. Any changes to the final Tenant Improvements Plans and Specifications shall be handled in accordance with the provisions of Paragraph 3(b) belowDelay hereunder.

Tenant Improvement Plans. Landlord shall provide all building Tenant, at Tenant's sole cost and expense, has hired an architect to prepare plans in its possession to Tenant. On or before the date specified in the Construction Schedule and outline specifications (such Construction Schedule is to be hereafter prepared "Tenant Improvement Plans and approved by both parties and deemed incorporated herein pursuant Specifications") with respect to the terms construction of Paragraph 7 belowimprovements to the interior premises ("Tenant Improvements"), Tenant shall submit to Landlord the . A rough plan which shows the location of the proposed walls and doors and room descriptions specification list for the Tenant Improvements is attached hereto as Exhibit "E", which rough plan and specifications are acceptable to Landlord. Final Tenant Improvement Plans and Specifications will be developed which will be natural derivations of Exhibit "E". Landlord shall approve the final Tenant Improvement Plans and Specifications or give Landlord's reasons for disapproval, within ten (the “Space Plan”)10) days after delivery of same to Landlord. The Space Plan is subject Tenant Improvements shall consist of all those items described in the Tenant Improvement Plans and Specifications. The Tenant Improvement Plans and Specifications shall be prepared in sufficient detail to allow General Contractor to construct the Tenant Improvements. Landlord shall cause General Contractor to construct the Tenant Improvements in accordance with the final Tenant Improvement Plans and Specifications. Landlord shall provide Tenant a work allowance to be utilized by Tenant for the construction of Tenant Improvements ("Work Allowance") in the amount of $30.00 (thirty dollars) per gross rentable square foot of the Building. The Work Allowance shall be paid by Landlord to Tenant (or to the General Contractor at the request of Tenant) pursuant to Article 7.G below. In addition, the Work Allowance may be used by Tenant for architectural fees and other costs of construction not generated by General Contractor. The Tenant Improvements shall become the property of Tenant upon installation and shall not be removed or altered by Tenant without the prior written consent of Landlord’s approval, which shall not be unreasonably withheld, conditioned, or delayedas provided in paragraph 10. Tenant shall have the right to depreciate and Landlord agree to work together to mutually agree on the Space Plan on or before the date specified claim and collect any investment tax credits in the Construction Schedule. The date that the Space Plan has been approved by Landlord and Tenant shall be the “Space Plan Approval Date”. The approved Space Plan will be attached to this Work Letter as EXHIBIT “C-1”. Tenant and Landlord acknowledge that the approved Space Plan will be preliminary and will need to be refined and finalized in order to provide for the final Tenant Improvements to be made in the Leased Premises. After the Space Plan Approval Date, Tenant shall be responsible for the development and preparation of the final plans and specifications for the Tenant Improvements (during the “Tenant Improvements Plans and Specifications”), which plans and specifications shall be (i) generally in accordance with the Space Plan as modified by such changes as may be reasonably acceptable to both parties in their reasonable opinion, (ii) in accordance with the Building Standard Materials and Specifications attached to this Work Letter, and (iii) in accordance with the applicable City of Plano building codes and ordinances. To complete the Tenant Improvements Plans and Specifications, Landlord and Tenant agree that Xxxxxxxx, Xxxxx & Hills will serve as architect (the “Architect”) for preparation of the Tenant Improvements Plans and Specifications (unless the parties mutually agree otherwise)Lease Term. The Tenant Improvements Plans shall become the property of Landlord and Specifications will also include, title thereto shall automatically vest in Landlord upon expiration of the initial Lease Term or any earlier termination or extension of the Lease without any payment therefore and shall remain upon and be surrendered with the Premises at Lease termination. The Base Monthly Rent was determined based on the assumption that the cost of fees and permits paid to the extent necessary, electrical and plumbing drawings sealed by a registered State of Texas engineer to be prepared by NELCO, which is the engineering firm designated by Tenant (the “Electric and Plumbing Engineer”). Tenant agrees to contract with and Landlord agrees to pay a reasonable market fee to the Architect and Electric and Plumbing Engineer governmental agencies required for the Tenant Improvements Plans and Specifications preparation. The mechanical plans for the HVAC System for the Leased Premises shall be prepared by 24 Hour Inc. or an alternate Mechanical Engineer approved by Landlord and Tenant. Interior design, furniture selection and placement design, telecommunication planning and wiring design, move coordination and special finishes are the separate responsibility of Tenant and are not included in the Tenant Improvements Plans and Specifications. The costs for preparation construction of the Space Plan, the Tenant Improvements Plans and Specifications and the electrical and plumbing drawings are considered “Architect’s Fees”. The Architect shall also provide normal and customary construction administration services in its capacity as Architect as part of the Architect’s Fees. The Architect’s Fees will be paid by Landlord out of the Tenant Improvement Allowance and/or, if applicable, the Additional TI Allowance (hereinafter, the “Tenant Allowance” shall collectively refer to the Tenant Improvement Allowance and, if the additional Tenant improvement allowance option is exercised by Tenant as set forth in Section 6.02 of the Lease, the Additional TI Allowance) in accordance with the terms and provisions of this Work Letter. A list of the final Tenant Improvements Plans and Specifications as agreed upon by Tenant and Landlord shall be initialed by both parties and attached hereto as Exhibit “C-2”, and made a part hereof. Such final, approved plans and specifications shall be called the “Tenant Improvements Plans and Specifications”Building would equal $500,000. In the event that the Tenant Improvements Plans actual total cost of fees and Specifications have not been finalized in form and substance sufficient permits paid to obtain all applicable building and other permits governmental agencies required for the Tenant Improvements on or prior construction of the Building is greater than $500,000, the Work Allowance shall be decreased by the amount that such actual total costs exceed $500,000. In the event that the actual total cost of the fees and permits paid to governmental agencies required for the construction of the Building is less than $500,000, the Work Allowance shall be increased by the amount such actual total costs are less than $500,000. The cost of offsite improvements that are mandated by the City of Santa Xxxxx in connection with the construction of the Building shall be paid by Landlord, and a corresponding amount shall be deducted from the Work Allowance (to the date set forth on extent such offsite improvements solely benefit the Construction Schedule (as hereinafter defined) due to any direct action or inaction of Tenant only, then such failure shall constitute a “Tenant Delay” as hereinafter defined. If the failure to finalize such Tenant Improvements Plans and Specifications on or prior to the date set forth on the Construction Schedule is due to any direct action or inaction of Landlord only, then such failure shall constitute a “Landlord Delay” as hereinafter defined. Any changes to the final Tenant Improvements Plans and Specifications shall be handled in accordance with the provisions of Paragraph 3(b) belowBuilding).

Tenant Improvement Plans. Landlord Tenant shall provide all building plans in cause its possession to Tenant. On or before the date specified in the Construction Schedule (such Construction Schedule is to be hereafter prepared and architect, as approved by both parties and deemed incorporated herein pursuant to the terms of Paragraph 7 belowLandlord (which approval will not be unreasonably withheld, conditioned or delayed), Tenant shall submit to Landlord convert the plan which shows the location of the proposed walls and doors and room descriptions for the Tenant Improvements (the “Space Plan”). The Space Plan is subject to into final working drawings and specifications (“Architectural Plans”) consistent with the approved Space Plan (or with (a) any changes that are approved by Landlord’s approval, which approval shall not be unreasonably withheld, conditionedconditioned or delayed or (b) any minor changes [such as eliminating or changing the sizes of a few offices] necessitated by commercially reasonable value engineering) and sufficiently detailed to support an application for all building permits required to perform the Tenant Improvements. Landlord hereby approves MBH Architects to serve as Tenant’s architect and Xxxxx Lang LaSalle to serve as Tenant’s construction manager. Tenant shall also retain engineering consultants, also approved (which will not be unreasonably withheld, conditioned or delayed. Tenant and Landlord agree to work together to mutually agree on the Space Plan on or before the date specified in the Construction Schedule. The date that the Space Plan has been approved ) by Landlord and Tenant shall be the “Space Plan Approval Date”. The approved Space Plan will be attached to this Work Letter as EXHIBIT “C-1”. Tenant and Landlord acknowledge that the approved Space Plan will be preliminary and will need to be refined and finalized in order to provide for the final Tenant Improvements to be made in the Leased Premises. After the Space Plan Approval Date, Tenant shall be responsible for the development and preparation of the final prepare all plans and specifications for engineering working drawings relating to the structural, mechanical, electrical, plumbing, HVAC and life safety work of the Tenant Improvements (“Mechanical and Engineering Plans”, and, together with the Architectural Plans, the “Tenant Improvements Plans and Specifications”), which plans and specifications shall be (i) generally in accordance with the Space Plan as modified by such changes as may be reasonably acceptable to both parties in their reasonable opinion, (ii) in accordance with the Building Standard Materials and Specifications attached to this Work Letter, and (iii) in accordance with the applicable City of Plano building codes and ordinances. To complete the Tenant Improvements Plans and Specifications, Landlord and Tenant agree that Xxxxxxxx, Xxxxx & Hills will serve as architect (the “Architect”) for preparation of the Tenant Improvements Plans and Specifications (unless the parties mutually agree otherwise). The Tenant Improvements Plans and Specifications will also include, to the extent necessary, electrical and plumbing drawings sealed by a registered State of Texas engineer to be prepared by NELCO, which is the engineering firm designated by Tenant (the “Electric and Plumbing EngineerImprovement Plans”). Tenant agrees shall submit the Tenant Improvement Plans to contract Landlord for Landlord’s approval, which approval will not be unreasonably withheld, conditioned or delayed. Within five business days of Tenant’s submittal to Landlord, Landlord will either approve or disapprove the plans and specifications; provided that any such disapproval must be accompanied by Landlord’s written specification of the reasons for withholding approval and any changes or revisions necessary to obtain Landlord’s approval, if applicable; and if Landlord fails to provide a response in such five business day period, Tenant may provide Landlord with and Landlord agrees a written notice (the “Approval Notice”) stating that Landlord’s failure to pay a reasonable market fee respond to the Architect and Electric and Plumbing Engineer for Tenant Improvement Plans within two business days of Landlord’s receipt of the Tenant Improvements Plans and Specifications preparation. The mechanical plans for the HVAC System for the Leased Premises Approval Notice shall be prepared by 24 Hour Inc. or an alternate Mechanical Engineer approved by Landlord and Tenant. Interior design, furniture selection and placement design, telecommunication planning and wiring design, move coordination and special finishes are the separate responsibility of Tenant and are not included in the Tenant Improvements Plans and Specifications. The costs for preparation of the Space Plan, the Tenant Improvements Plans and Specifications and the electrical and plumbing drawings are considered “Architectdeemed Landlord’s Fees”. The Architect shall also provide normal and customary construction administration services in its capacity as Architect as part of the Architect’s Fees. The Architect’s Fees will be paid by Landlord out approval of the Tenant Improvement Allowance and/orPlans. If Landlord fails to provide a response to the Approval Notice within two business days of Landlord’s receipt of the Approval Notice, if applicable, the Additional TI Allowance (hereinafter, the “Tenant Allowance” Landlord shall collectively refer be deemed to have approved the Tenant Improvement Allowance andPlans. This procedure shall be repeated until the Tenant Improvement Plans are approved by Landlord, if except that the additional periods of time for Landlord’s review of revised Tenant improvement allowance option is exercised Improvement Plans and deemed approval following an Approval Notice shall be three business days and one business day, respectively. Approved Tenant Improvement Plans are not a representation by Tenant as set forth Landlord that they are in Section 6.02 of the Lease, the Additional TI Allowance) in accordance compliance with the terms requirements of governing authorities, and provisions of this Work Letter. A list of the final Tenant Improvements Plans and Specifications as agreed upon by Tenant and Landlord it shall be initialed by both parties Tenant’s sole responsibility to meet and attached hereto as Exhibit “C-2”, and made a part hereof. Such final, approved plans and specifications shall be called the “Tenant Improvements Plans and Specifications”. In the event the Tenant Improvements Plans and Specifications have not been finalized in form and substance sufficient to obtain comply with all applicable building and other permits for the Tenant Improvements on or prior to the date set forth on the Construction Schedule (as hereinafter defined) due to any direct action or inaction of Tenant only, then such failure shall constitute a “Tenant Delay” as hereinafter definedLaws. If the failure to finalize such Tenant Improvements Plans and Specifications on or prior to the date set forth on the Construction Schedule is due to any direct action or inaction of Landlord only, then such failure shall constitute a “Landlord Delay” as hereinafter defined. Any No changes to the final approved Tenant Improvements Improvement Plans and Specifications (other than any changes required by applicable laws) shall be handled in accordance with made without the provisions written consent of Paragraph 3(b) belowLandlord, which consent shall not be unreasonably delayed, conditioned or withheld.

Tenant Improvement Plans. Tenant, at Tenant's sole cost and expense, shall hire a licensed architect selected by Tenant and reasonably approved by Landlord ("Architect") to prepare plans and outline specifications which upon completion shall provide all building plans be attached as Exhibit "E" ("Tenant Improvement ----------- Plans and Specifications") with respect to the construction of improvements to the interior premises ("Tenant Improvements"). The General Contractor (as defined below) shall assist the Architect in its possession identifying any coordination issues relative to Tenantthe Building Shell and/or Building Shell Plans. On or before the date specified in the Construction Schedule (such Construction Schedule is to be hereafter prepared and approved by both parties and deemed incorporated herein pursuant to the terms of Paragraph 7 below)January 19, 1998, Tenant shall submit deliver to Landlord specifications for the plan which shows elevator systems and controls. On or before February 16, 1998, Tenant shall deliver to Landlord specifications for the location transformer, switchgear and rooftop HVAC units. The Tenant Improvement Plans and Specifications shall be completed for all other aspects of the proposed walls work by March 16, 1998 with sufficient detail necessary for submittal to the city and doors for construction and room descriptions for shall include any information required by the relevant agencies regarding Tenant's use of Hazardous Materials if applicable. The Tenant Improvements shall consist of all items not included within the scope of the Building Shell Definition. Except as otherwise provided in Section 5.N, the Tenant Improvements Improvement Plans and Specifications shall provide for a minimum buildout in all areas of the Premises consisting of: (i) fire sprinklers, (ii) floor coverings, (iii) t-bar suspended ceiling (iv) distribution of the “Space Plan”). The Space Plan is subject HVAC system, (v) 2 x 4 drop-in florescent lighting, and (vi) any other work required by the City of San Xxxx necessary to Landlord’s approvalobtain a Certificate of Occupancy, which work shall not be unreasonably withheld, conditioned, or delayed. Tenant and Landlord agree to work together to mutually agree on the Space Plan on or before the date specified in the Construction Schedule. The date that the Space Plan has been approved completed by Landlord and Tenant as set forth in this Lease. Landlord shall be the “Space Plan Approval Date”. The approved Space Plan will be attached to this Work Letter as EXHIBIT “C-1”. Tenant and Landlord acknowledge that the approved Space Plan will be preliminary and will need to be refined and finalized in order to provide for the final cause Tenant Improvements to be made in constructed by independent contractors to be employed by and under the Leased Premises. After the Space Plan Approval Datesupervision of Landlord's affiliated construction company, Tenant shall be responsible for the development and preparation of the final plans and specifications for the Tenant Improvements Sobrato Construction Corporation (the “Tenant Improvements Plans and Specifications”), which plans and specifications shall be (i) generally in accordance with the Space Plan as modified by such changes as may be reasonably acceptable to both parties in their reasonable opinion, (ii"General Contractor") in accordance with the Building Standard Materials and Specifications attached to this Work Letter, and (iii) in accordance with the applicable City of Plano building codes and ordinances. To complete the all Tenant Improvements Plans and Specifications, Landlord and Tenant agree that Xxxxxxxx, Xxxxx & Hills will serve as architect (the “Architect”) for preparation of the Tenant Improvements Plans and Specifications (unless the parties mutually agree otherwise). The Tenant Improvements Plans and Specifications will also include, to the extent necessary, electrical and plumbing drawings sealed by a registered State of Texas engineer to be prepared by NELCO, which is the engineering firm designated by Tenant (the “Electric and Plumbing Engineer”). Tenant agrees to contract with and Landlord agrees to pay a reasonable market fee to the Architect and Electric and Plumbing Engineer for the Tenant Improvements Plans and Specifications preparation. The mechanical plans for the HVAC System for the Leased Premises shall be prepared by 24 Hour Inc. or an alternate Mechanical Engineer approved by Landlord and Tenant. Interior design, furniture selection and placement design, telecommunication planning and wiring design, move coordination and special finishes are the separate responsibility of Tenant and are not included in the Tenant Improvements Improvement Plans and Specifications. The costs for preparation of the Space Plan, the Tenant Improvements Improvement Plans and Specifications shall be prepared in sufficient detail to allow General Contractor to construct the Tenant Improvements. As an inducement to Tenant to enter into this Lease, Landlord has agreed to provide Tenant a work allowance to be utilized by Tenant for the construction of Tenant Improvements ("Work Allowance") in the amount of Three Million Nine Hundred Sixty-Eight Thousand Three Hundred Thirty- Five and the electrical and plumbing drawings are considered “Architect’s Fees”No/100 Dollars ($3,968,335.00). The Architect Work Allowance shall also provide normal and customary construction administration services in its capacity as Architect as part of the Architect’s Fees. The Architect’s Fees will be paid by Landlord out to Tenant as payments become due to General Contractor pursuant to Section 5.G below. The Tenant Improvements shall not be removed or altered by Tenant without the prior written consent of Landlord if required as provided in Section 7. Tenant shall have the right to depreciate and claim and collect any investment tax credits in the Tenant Improvements during the Lease Term. Upon expiration of the Tenant Improvement Allowance and/or, if applicable, the Additional TI Allowance (hereinafter, the “Tenant Allowance” shall collectively refer to the Tenant Improvement Allowance and, if the additional Tenant improvement allowance option is exercised by Tenant as set forth in Section 6.02 Lease Term or any earlier termination of the Lease, the Additional TI Allowance) in accordance Tenant Improvements shall become the property of Landlord and shall remain upon and be surrendered with the terms and provisions of this Work Letter. A list of the final Tenant Improvements Plans and Specifications as agreed upon by Tenant and Landlord shall be initialed by both parties and attached hereto as Exhibit “C-2”Premises, and made a part hereof. Such final, approved plans and specifications title thereto shall be called the “Tenant Improvements Plans and Specifications”. In the event the Tenant Improvements Plans and Specifications have not been finalized automatically vest in form and substance sufficient to obtain all applicable building and other permits for the Tenant Improvements on or prior to the date set forth on the Construction Schedule (as hereinafter defined) due to Landlord without any direct action or inaction of Tenant only, then such failure shall constitute a “Tenant Delay” as hereinafter defined. If the failure to finalize such Tenant Improvements Plans and Specifications on or prior to the date set forth on the Construction Schedule is due to any direct action or inaction of Landlord only, then such failure shall constitute a “Landlord Delay” as hereinafter defined. Any changes to the final Tenant Improvements Plans and Specifications shall be handled in accordance with the provisions of Paragraph 3(b) belowpayment therefor.

Tenant Improvement Plans. Landlord shall provide all building plans in its possession to Tenant. On or before Within five (5) business days after execution of the date specified in the Construction Schedule (such Construction Schedule is to be hereafter prepared and approved by both parties and deemed incorporated herein pursuant to the terms of Paragraph 7 below)Lease, Tenant shall submit agrees to Landlord the plan which shows the location of the proposed walls and doors and room descriptions meet with Landlord's architect or space planner for the Tenant Improvements purpose of promptly preparing a space plan (the “"Space Plan”"). The Space Plan will provide a partition layout depicting the configuration of the Premises. If Tenant fails to deliver to Landlord Tenant's written disapproval of the Space Plan within five (5) business days after the date the Space Plan, or any revised Space Plan, is subject first received by Tenant, such failure shall constitute a Tenant Delay and the Commencement Date shall be accelerated one day for each day of such Tenant Delay. Within fifteen (15) business days after the Space Plan is approved by Tenant pursuant to Landlord’s approval, this Paragraph (which approval shall not be unreasonably withheld), conditionedLandlord's architect or space planner will prepare a design/development plan ("D/D Plan") from which initial pricing for the Tenant Improvements will be prepared. If Tenant fails to deliver to Landlord Tenant's written disapproval of the D/D Plan within five (5) business days after the date the D/D Plan, or delayedany revised D/D Plan, is first received by Tenant, such failure shall constitute a Tenant Delay and the Commencement Date shall be accelerated one day for each day of such Tenant Delay. Tenant and Landlord agree to work together to mutually agree on If the Space Plan on or before D/D Plan, or any revised Space Plan or D/D Plan, is timely disapproved by Tenant pursuant to this Paragraph, Tenant shall provide to Landlord a written explanation of the date specified in the Construction Schedule. The date reason(s) for such disapproval concurrently with that disapproval, and the Space Plan has been or D/D Plan, as appropriate, shall be promptly revised and resubmitted to Tenant for approval. If Tenant fails to provide a written explanation as and when required by this Paragraph, such failure shall constitute a Tenant Delay and the Commencement Date shall be accelerated one day for each day of such Tenant Delay. Within fifteen (15) business days after the D/D Plan is approved by Tenant pursuant to this Paragraph, Landlord's architect or space planner shall promptly prepare final working drawings and specifications for the Tenant Improvements. Those working drawings and specifications are referred to herein as the "Tenant Improvement Plans" and shall be approved by Landlord and Tenant shall be the “Space Plan Approval Date”. The approved Space Plan will be attached pursuant to this Work Letter as EXHIBIT “C-1”. Tenant and Landlord acknowledge that the approved Space Plan will be preliminary and will need to be refined and finalized in order to provide for the final Tenant Improvements to be made in the Leased Premises. After the Space Plan Approval Date, Tenant shall be responsible for the development and preparation of the final plans and specifications for the Tenant Improvements (the “Tenant Improvements Plans and Specifications”), which plans and specifications shall be (i) generally in accordance with the Space Plan as modified by such changes as may be reasonably acceptable to both parties in their reasonable opinion, (ii) in accordance with the Building Standard Materials and Specifications attached to this Work Letter, and (iii) in accordance with the applicable City of Plano building codes and ordinances. To complete the Tenant Improvements Plans and Specifications, Landlord and Tenant agree that Xxxxxxxx, Xxxxx & Hills will serve as architect (the “Architect”) for preparation of the Tenant Improvements Plans and Specifications (unless the parties mutually agree otherwise)Paragraph 5 below. The Tenant Improvements Improvement Plans and Specifications will also include, to the extent necessary, electrical and plumbing drawings sealed by a registered State of Texas engineer to must be prepared by NELCO, which is the engineering firm designated by Tenant consistent with Landlord's standard specifications (the “Electric and Plumbing Engineer”). Tenant agrees to contract with and Landlord agrees to pay a reasonable market fee to the Architect and Electric and Plumbing Engineer "Standards") for tenant improvements for the Tenant Improvements Plans and Specifications preparation. The mechanical plans for Building, as the HVAC System for the Leased Premises shall same may be prepared changed from time to time by 24 Hour Inc. or an alternate Mechanical Engineer approved by Landlord and Tenant. Interior design, furniture selection and placement design, telecommunication planning and wiring design, move coordination and special finishes are the separate responsibility of Tenant and are not included in the Tenant Improvements Plans and Specifications. The costs for preparation of the Space Plan, the Tenant Improvements Plans and Specifications and the electrical and plumbing drawings are considered “Architect’s Fees”. The Architect shall also provide normal and customary construction administration services in its capacity as Architect as part of the Architect’s Fees. The Architect’s Fees will be paid by Landlord out of the Tenant Improvement Allowance and/or, if applicable, the Additional TI Allowance (hereinafter, the “Tenant Allowance” shall collectively refer to the Tenant Improvement Allowance and, if the additional Tenant improvement allowance option is exercised by Tenant as set forth in Section 6.02 of the Lease, the Additional TI Allowance) in accordance with the terms and provisions of this Work Letter. A list of the final Tenant Improvements Plans and Specifications as agreed upon by Tenant and Landlord shall be initialed by both parties and attached hereto as Exhibit “C-2”, and made a part hereof. Such final, approved plans and specifications shall be called the “Tenant Improvements Plans and Specifications”. In the event the Tenant Improvements Plans and Specifications have not been finalized in form and substance sufficient to obtain all applicable building and other permits for the Tenant Improvements on or prior to the date set forth on the Construction Schedule (as hereinafter defined) due to any direct action or inaction of Tenant only, then such failure shall constitute a “Tenant Delay” as hereinafter defined. If the failure to finalize such Tenant Improvements Plans and Specifications on or prior to the date set forth on the Construction Schedule is due to any direct action or inaction of Landlord only, then such failure shall constitute a “Landlord Delay” as hereinafter defined. Any changes to the final Tenant Improvements Plans and Specifications shall be handled in accordance with the provisions of Paragraph 3(b) belowLandlord.

Tenant Improvement Plans. Landlord shall provide all building Tenant, at Tenant’s sole cost and expense, will hire an interior architect (“Interior Architect”) to prepare plans in its possession to Tenant. On or before the date specified in the Construction Schedule (such Construction Schedule is and outline specifications to be hereafter prepared attached as Exhibit “F” (“Tenant Improvement Plans and approved by both parties and deemed incorporated herein pursuant Specifications”) with respect to the terms construction of Paragraph 7 below), improvements to the interior premises (“Tenant shall submit to Landlord the plan which shows the location of the proposed walls and doors and room descriptions for the Tenant Improvements (the “Space PlanImprovements”). The Space Plan is Tenant Improvement Plans and Specifications plans shall be completed for all aspects of the work by October 1, 1999 with all detail necessary for submittal to the city and for construction and shall include any information required by the relevant agencies regarding Tenant’s use of Hazardous Materials if applicable. The Tenant Improvements shall consist of all items not included within the scope of the Building Shell Definition. All Tenant Improvements affecting or otherwise related to the Building Core will be subject to Landlord’s reasonable approval. The “Building Core” shall include those items typically associated in the industry with an office building core including elevators, restrooms, fire sprinklers, HVAC and electrical systems distributed to each floor, exiting stair finishes and a finished building lobby. As to the balance of the Tenant Improvements, Landlord shall not have rights of approval, which however, Tenant Improvement Plans shall not be unreasonably withheld, conditioned, or delayed. Tenant and Landlord agree to work together to mutually agree on the Space Plan on or before the date specified in the Construction Schedule. The date that the Space Plan has been approved by Landlord and Tenant shall be the “Space Plan Approval Date”. The approved Space Plan will be attached to this Work Letter as EXHIBIT “C-1”. Tenant and Landlord acknowledge that the approved Space Plan will be preliminary and will need to be refined and finalized in order to provide for the final Tenant Improvements to be made creation of finished office space ready for occupancy with a minimum buildout in the Leased Premises. After the Space Plan Approval Date, Tenant shall be responsible for the development and preparation all areas of the final plans and specifications for the Tenant Improvements (the “Tenant Improvements Plans and Specifications”), which plans and specifications shall be Premises consisting of: (i) generally in accordance with the Space Plan as modified by such changes as may be reasonably acceptable to both parties in their reasonable opinionfire sprinklers, (ii) in accordance with floorcoverings, (iii) overhead ceiling system (iv) distribution of the Building Standard Materials and Specifications attached to this Work LetterHVAC system, (v) overhead florescent lighting, and (iiivi) in accordance with any other work required by the applicable City of Plano building codes and ordinancesSan Mateo necessary to obtain a Certificate of Occupancy. To complete Tenant shall have the Tenant Improvements Plans and Specifications, Landlord and Tenant agree that Xxxxxxxx, Xxxxx & Hills will serve as architect (the “Architect”) for preparation right to defer installation of the Tenant Improvements not associated with the Building Core in up to twenty percent (20%) of the rentable square footage of the Building. Except as provided in the preceding sentence, Tenant shall have no rights or ability to delay installation of any of the Tenant Improvements. The Tenant Improvement Plans and Specifications (unless shall be prepared in sufficient detail to allow General Contractor to construct the parties mutually agree otherwise)Tenant Improvements. The Tenant Improvements Plans and Specifications will also include, to the extent necessary, electrical and plumbing drawings sealed by a registered State of Texas engineer to be prepared by NELCO, which is the engineering firm designated by Tenant (the “Electric and Plumbing Engineer”). Tenant agrees to contract with and Landlord agrees to pay a reasonable market fee to the Architect and Electric and Plumbing Engineer for General Contractor shall construct the Tenant Improvements Plans and Specifications preparation. The mechanical plans for the HVAC System for the Leased Premises shall be prepared by 24 Hour Inc. or an alternate Mechanical Engineer approved by Landlord and Tenant. Interior design, furniture selection and placement design, telecommunication planning and wiring design, move coordination and special finishes are the separate responsibility of in accordance with all Tenant and are not included in the Tenant Improvements Improvement Plans and Specifications. The costs for preparation Tenant Improvements shall not be removed or altered by Tenant without the prior written consent of Landlord as provided in Section 7. Tenant shall have the Space Plan, right to depreciate and claim and collect any investment tax credits in the Tenant Improvements Plans and Specifications and during the electrical and plumbing drawings are considered “Architect’s Fees”Lease Term. The Architect Tenant shall also provide normal and customary construction administration services further retain the right to encumber its leasehold interest with a first priority security interest, provided such lienholder has no right to remove any Tenant Improvements installed by Tenant pursuant to this Lease in its capacity as Architect as part the event of a default by Tenant under such encumbrance. Upon expiration of the Architect’s Fees. The Architect’s Fees will be paid by Landlord out of the Tenant Improvement Allowance and/or, if applicable, the Additional TI Allowance (hereinafter, the “Tenant Allowance” shall collectively refer to the Tenant Improvement Allowance and, if the additional Tenant improvement allowance option is exercised by Tenant as set forth in Section 6.02 Lease Term or any earlier termination of the Lease, the Additional TI Allowance) in accordance Tenant Improvements shall become the property of Landlord and shall remain upon and be surrendered with the terms and provisions of this Work Letter. A list of the final Tenant Improvements Plans and Specifications as agreed upon by Tenant and Landlord shall be initialed by both parties and attached hereto as Exhibit “C-2”Premises, and made a part hereof. Such final, approved plans and specifications title thereto shall be called the “Tenant Improvements Plans and Specifications”. In the event the Tenant Improvements Plans and Specifications have not been finalized automatically vest in form and substance sufficient to obtain all applicable building and other permits for the Tenant Improvements on or prior to the date set forth on the Construction Schedule (as hereinafter defined) due to Landlord without any direct action or inaction of Tenant only, then such failure shall constitute a “Tenant Delay” as hereinafter defined. If the failure to finalize such Tenant Improvements Plans and Specifications on or prior to the date set forth on the Construction Schedule is due to any direct action or inaction of Landlord only, then such failure shall constitute a “Landlord Delay” as hereinafter defined. Any changes to the final Tenant Improvements Plans and Specifications shall be handled in accordance with the provisions of Paragraph 3(b) belowpayment therefore.

Tenant Improvement Plans. Any work proposed by Tenant (the “Tenant Improvements”) shall be subject to Landlord’s reasonable prior approval and shall be subject to the other terms and conditions of this Exhibit C; provided that it will be reasonable for Landlord to withhold its approval or consent (as and when applicable under this Exhibit C) if Landlord’s Mortgagee has not consented to the matter that is the subject of such approval or consent. All architectural, engineering and other design fees shall be paid by Tenant. Tenant shall use its architect, engineers and other design professionals, all of whom shall comply with any applicable licensing or governmental requirements of the City of Seattle and the State of Washington; Tenant’s architect shall be approved by Landlord (“Tenant’s Architect”), which approval shall not be unreasonably withheld, conditioned or delayed. Landlord shall provide all building plans in its possession also be entitled to receive a copy of the agreement between Tenant and Tenant’s Architect (the “Architect Agreement”). On or before the date specified in the Construction Schedule (such Construction Schedule is to be hereafter prepared and approved by both parties and deemed incorporated herein pursuant to the terms of Paragraph 7 below), Tenant shall submit cause Tenant’s Architect to Landlord the prepare a draft space plan which shows the location of the proposed walls and doors and room descriptions for the Tenant Improvements (the “Space Plan”)) for the Tenant Improvements and shall submit the proposed Space Plan to Landlord for the latter’s approval (not to be unreasonably withheld) in a time period to allow Tenant to timely complete its Tenant Improvements under this Lease. Landlord shall deliver to Tenant any written objections, questions or comments of Landlord with regard to the Space Plan within ten (10) business days of receipt; Landlord’s consent thereto shall be deemed given if not denied in writing within said ten (10) business day period. If Landlord denies its approval, it shall specify the reasons for doing so in detail. Tenant shall cause the Space Plan to be revised to address such written comments and shall resubmit said Space Plan to Landlord for approval. Such process shall continue until Landlord has approved the Space Plan. Tenant’s Architect shall then prepare working drawings and specifications for the Tenant Improvements, including architectural, structural, plumbing, mechanical, electrical, and fire protection drawings as required, suitable for permit application (the “Working Drawings”) and shall submit the proposed Working Drawings to Landlord for the latter’s approval in a time period to allow Tenant to timely complete its Tenant Improvements under this Lease. The Space Plan is and Working Drawings shall be subject to Landlord’s approval, which Landlord agrees shall not be unreasonably withheld, conditioned, or delayed. Landlord shall not be deemed to have acted unreasonably if it withholds its approval thereof because, in Landlord’s reasonable opinion, the work, as described in any such item: (i) is likely to adversely affect Building Systems, the structure of the Building or the safety of the Building and/or their occupants; (ii) might impair Landlord’s ability to furnish services to Tenant or other tenants in the Building; (iii) would materially increase the cost of operating the Building; (iv) would violate any governmental laws, rules or ordinances (or interpretations thereof); (v) contains or uses hazardous or toxic materials or substances; (vi) would negatively affect the appearance of the Building; (vii) is reasonably likely to adversely affect another tenant’s premises; or (viii) is prohibited by any ground lease affecting the Building or any mortgage, trust deed or other instrument encumbering the Building. Landlord shall deliver to Tenant any written objections, questions or comments of Landlord with regard to the Working Drawings, within ten (10) business days of Landlord’s receipt of the Working Drawings; Landlord’s consent thereto shall be deemed given if not denied in writing within said ten (10) business day period. If Landlord denies its approval, it shall specify the reasons for doing so in detail. Tenant shall cause the Working Drawings to be revised to address such written comments and shall resubmit said Working Drawings to Landlord agree for approval. Landlord may, when approving the Tenant Improvement Plans, elect to work together require Tenant to mutually agree on remove any Non-Standard Improvements which are made to the Premises. If Landlord so elects, Tenant shall, at its own cost, restore the Premises to the condition designated by Landlord in its election, before the last day of the Term. Such process shall continue until both parties have approved the Working Drawings. Landlord’s approval of the Space Plan on and/or the Working Drawings shall not be deemed any representation or before the date specified in the Construction Schedule. The date warranty that the Space Plan has been approved by Landlord and Tenant shall be the “Space Plan Approval Date”. The approved Space Plan will be attached to this Work Letter as EXHIBIT “C-1”. Tenant and Landlord acknowledge that the approved Space Plan will be preliminary and will need to be refined and finalized in order to provide for the final Tenant Improvements to be made in the Leased Premises. After the Space Plan Approval Date, Tenant shall be responsible for the development and preparation of the final plans and specifications for the Tenant Improvements (the “Tenant Improvements Plans and Specifications”), which plans and specifications shall be (i) generally in accordance same comply with the Space Plan as modified by such changes as may be reasonably acceptable to both parties in their reasonable opinion, (ii) in accordance with the Building Standard Materials and Specifications attached to this Work Letter, and (iii) in accordance with the applicable City of Plano building codes and ordinances. To complete the Tenant Improvements Plans and Specifications, Landlord and Tenant agree that Xxxxxxxx, Xxxxx & Hills will serve as architect (the “Architect”) for preparation of the Tenant Improvements Plans and Specifications (unless the parties mutually agree otherwise). The Tenant Improvements Plans and Specifications will also include, to the extent necessary, electrical and plumbing drawings sealed by a registered State of Texas engineer to be prepared by NELCO, which is the engineering firm designated by Tenant (the “Electric and Plumbing Engineer”). Tenant agrees to contract with and Landlord agrees to pay a reasonable market fee to the Architect and Electric and Plumbing Engineer for the Tenant Improvements Plans and Specifications preparation. The mechanical plans for the HVAC System for the Leased Premises shall be prepared by 24 Hour Inc. or an alternate Mechanical Engineer approved by Landlord and Tenant. Interior design, furniture selection and placement design, telecommunication planning and wiring design, move coordination and special finishes are the separate responsibility of Tenant and are not included in the Tenant Improvements Plans and Specifications. The costs for preparation of the Space Plan, the Tenant Improvements Plans and Specifications and the electrical and plumbing drawings are considered “Architect’s Fees”. The Architect shall also provide normal and customary construction administration services in its capacity as Architect as part of the Architect’s Fees. The Architect’s Fees will be paid by Landlord out of the Tenant Improvement Allowance and/or, if applicable, the Additional TI Allowance (hereinafter, the “Tenant Allowance” shall collectively refer to the Tenant Improvement Allowance and, if the additional Tenant improvement allowance option is exercised by Tenant as set forth in Section 6.02 of the Lease, the Additional TI Allowance) in accordance with the terms and provisions of this Work Letter. A list of the final Tenant Improvements Plans and Specifications as agreed upon by Tenant and Landlord shall be initialed by both parties and attached hereto as Exhibit “C-2”, and made a part hereof. Such final, approved plans and specifications shall be called the “Tenant Improvements Plans and Specifications”. In the event the Tenant Improvements Plans and Specifications have not been finalized in form and substance sufficient to obtain all applicable building and other permits for the Tenant Improvements on or prior to the date set forth on the Construction Schedule (as hereinafter defined) due to any direct action or inaction of Tenant only, then such failure shall constitute a “Tenant Delay” as hereinafter defined. If the failure to finalize such Tenant Improvements Plans and Specifications on or prior to the date set forth on the Construction Schedule is due to any direct action or inaction of Landlord only, then such failure shall constitute a “Landlord Delay” as hereinafter defined. Any changes to the final Tenant Improvements Plans and Specifications shall be handled in accordance with the provisions of Paragraph 3(b) belowcodes.

Tenant Improvement Plans. Landlord shall provide all building plans in its possession to Tenant. On or before Immediately after the date specified in execution of the Construction Schedule (such Construction Schedule is to be hereafter prepared and approved by both parties and deemed incorporated herein pursuant to the terms of Paragraph 7 below)Lease, Tenant shall submit agrees to Landlord meet with Landlord's architect (the "Architect") and/or space planner for the purpose of promptly preparing a space plan which shows for the location layout of the proposed walls and doors and room descriptions for the Tenant Improvements (the “Space Plan”). The Space Plan is subject to Landlord’s approval, which shall not be unreasonably withheld, conditioned, or delayed. Tenant and Landlord agree to work together to mutually agree on the Space Plan on or before the date specified in the Construction Schedule. The date that the Space Plan has been approved by Landlord and Tenant shall be the “Space Plan Approval Date”. The approved Space Plan will be attached to this Work Letter as EXHIBIT “C-1”. Tenant and Landlord acknowledge that the approved Space Plan will be preliminary and will need to be refined and finalized in order to provide for the final Tenant Improvements to be made in the Leased Premises. After the Space Plan Approval DateBased upon such space plan, Tenant Architect shall be responsible for the development and preparation of the prepare final plans working drawings and specifications for the Tenant Improvements (the “Tenant Improvements Plans and Specifications”), which plans Improvements. Such final working drawings and specifications shall are referred to herein as the "Tenant Improvement Plans." The Tenant Improvement Plans must be consistent with Landlord's standard specifications (iherein referred to as the "Standards" or "Building Standards") generally in accordance with for tenant improvements for the Space Plan Building, as modified by such changes as the same may be reasonably acceptable changed from time to both parties in their reasonable opinion, (ii) in accordance with the Building Standard Materials and Specifications attached to this Work Letter, and (iii) in accordance with the applicable City of Plano building codes and ordinances. To complete the Tenant Improvements Plans and Specifications, Landlord and Tenant agree that Xxxxxxxx, Xxxxx & Hills will serve as architect (the “Architect”) for preparation of the Tenant Improvements Plans and Specifications (unless the parties mutually agree otherwise). The Tenant Improvements Plans and Specifications will also include, to the extent necessary, electrical and plumbing drawings sealed by a registered State of Texas engineer to be prepared by NELCO, which is the engineering firm designated by Tenant (the “Electric and Plumbing Engineer”). Tenant agrees to contract with and Landlord agrees to pay a reasonable market fee to the Architect and Electric and Plumbing Engineer for the Tenant Improvements Plans and Specifications preparation. The mechanical plans for the HVAC System for the Leased Premises shall be prepared by 24 Hour Inc. or an alternate Mechanical Engineer approved time by Landlord and are subject to Landlord's final approval. Tenant will at all times cooperate with the Architect, furnishing all reasonable information and material concerning Tenant. Interior design's organization, furniture selection staffing, growth expectations, physical facility needs (including, without limitation, needs arising by reason of the provisions of the Texas Architectural Barriers Act, the American With Disabilities Act of 1990, and placement designinterpretations or regulations promulgated thereunder and/or amendments thereto, telecommunication planning together with any successor statutes or similar enactment's or governmental requirements (collectively, the "Disability Acts"), equipment, inventory, etc., necessary for the Architect to efficiently and wiring design, move coordination and special finishes are the separate responsibility of Tenant and are not included in expeditiously prepare the Tenant Improvements Plans and SpecificationsImprovement Plans. The costs for preparation Within ten (10) business days following the date of the Space Plan, the Tenant Improvements Plans and Specifications and the electrical and plumbing drawings are considered “Architect’s Fees”. The Architect shall also provide normal and customary construction administration services in its capacity as Architect as part of the Architect’s Fees. The Architect’s Fees will be paid by Landlord out Landlord's receipt of the Tenant Improvement Allowance and/orPlans, if applicable, the Additional TI Allowance (hereinafter, the “Landlord will advise Tenant Allowance” shall collectively refer to of Landlord's approval or disapproval of the Tenant Improvement Allowance and, if the additional Tenant improvement allowance option is exercised by Tenant as set forth in Section 6.02 Plans. If Landlord disapproves any aspect of the LeaseTenant Improvement Plans, Landlord shall so notify Tenant and specify the Additional TI Allowance) reasons for such disapproval (including, without limitation, any change in accordance with the terms and provisions of this Work Letter. A list nature or scope of the final Tenant Improvements Plans and Specifications as agreed upon work contemplated by Tenant and the preliminary space plan). Landlord shall may also specify how any such disapproved item may be initialed by both parties and attached hereto as Exhibit “C-2”made reasonably acceptable to Landlord, and made a part hereof. Such finalTenant shall, approved plans and specifications shall be called within five (5) business days thereafter, deliver to Landlord revised Tenant Improvement Plans incorporating the “Tenant Improvements Plans and Specifications”. In the event the Tenant Improvements Plans and Specifications have not been finalized in form and substance sufficient to obtain all applicable building and other permits for the Tenant Improvements on or prior to the date set forth on the Construction Schedule (as hereinafter defined) due to any direct action or inaction of Tenant only, then such failure shall constitute a “Tenant Delay” as hereinafter defined. If the failure to finalize such Tenant Improvements Plans and Specifications on or prior to the date set forth on the Construction Schedule is due to any direct action or inaction of Landlord only, then such failure shall constitute a “Landlord Delay” as hereinafter defined. Any changes to the final Tenant Improvements Plans and Specifications shall be handled in accordance with the provisions of Paragraph 3(b) belowrevisions required by Landlord.

Tenant Improvement Plans. Landlord Tenant shall provide all building plans in cause its possession to Tenant. On or before the date specified in the Construction Schedule (such Construction Schedule is to be hereafter prepared and architect, as approved by both parties and deemed incorporated herein pursuant to the terms of Paragraph 7 belowLandlord (which approval will not be unreasonably withheld, conditioned or delayed), Tenant shall submit to Landlord convert the plan which shows the location of the proposed walls and doors and room descriptions for the Tenant Improvements (the “Space Plan”). The Space Plan is subject to into final working drawings and specifications (“Architectural Plans”) consistent with the approved Space Plan (or with (a) any changes that are approved by Landlord’s approval, which approval shall not be unreasonably withheld, conditionedconditioned or delayed or (b) any minor changes [such as eliminating or changing the sizes of a few offices] necessitated by commercially reasonable value engineering) and sufficiently detailed to support an application for all building permits required to perform the Tenant Improvements. Landlord hereby approves MBH Architects to serve as Tenant’s architect and Xxxxx Xxxx LaSalle to serve as Tenant’s construction manager. Tenant shall also retain engineering consultants, also approved (which will not be unreasonably withheld, conditioned or delayed. Tenant and Landlord agree to work together to mutually agree on the Space Plan on or before the date specified in the Construction Schedule. The date that the Space Plan has been approved ) by Landlord and Tenant shall be the “Space Plan Approval Date”. The approved Space Plan will be attached to this Work Letter as EXHIBIT “C-1”. Tenant and Landlord acknowledge that the approved Space Plan will be preliminary and will need to be refined and finalized in order to provide for the final Tenant Improvements to be made in the Leased Premises. After the Space Plan Approval Date, Tenant shall be responsible for the development and preparation of the final prepare all plans and specifications for engineering working drawings relating to the structural, mechanical, electrical, plumbing, HVAC and life safety work of the Tenant Improvements (“Mechanical and Engineering Plans”, and, together with the Architectural Plans, the “Tenant Improvements Plans and Specifications”), which plans and specifications shall be (i) generally in accordance with the Space Plan as modified by such changes as may be reasonably acceptable to both parties in their reasonable opinion, (ii) in accordance with the Building Standard Materials and Specifications attached to this Work Letter, and (iii) in accordance with the applicable City of Plano building codes and ordinances. To complete the Tenant Improvements Plans and Specifications, Landlord and Tenant agree that Xxxxxxxx, Xxxxx & Hills will serve as architect (the “Architect”) for preparation of the Tenant Improvements Plans and Specifications (unless the parties mutually agree otherwise). The Tenant Improvements Plans and Specifications will also include, to the extent necessary, electrical and plumbing drawings sealed by a registered State of Texas engineer to be prepared by NELCO, which is the engineering firm designated by Tenant (the “Electric and Plumbing EngineerImprovement Plans”). Tenant agrees shall submit the Tenant Improvement Plans to contract Landlord for Landlord’s approval, which approval will not be unreasonably withheld, conditioned or delayed. Within five business days of Tenant’s submittal to Landlord, Landlord will either approve or disapprove the plans and specifications; provided that any such disapproval must be accompanied by Landlord’s written specification of the reasons for withholding approval and any changes or revisions necessary to obtain Landlord’s approval, if applicable; and if Landlord fails to provide a response in such five business day period, Tenant may provide Landlord with and Landlord agrees a written notice (the “Approval Notice”) stating that Landlord’s failure to pay a reasonable market fee respond to the Architect and Electric and Plumbing Engineer for Tenant Improvement Plans within two business days of Landlord’s receipt of the Tenant Improvements Plans and Specifications preparation. The mechanical plans for the HVAC System for the Leased Premises Approval Notice shall be prepared by 24 Hour Inc. or an alternate Mechanical Engineer approved by Landlord and Tenant. Interior design, furniture selection and placement design, telecommunication planning and wiring design, move coordination and special finishes are the separate responsibility of Tenant and are not included in the Tenant Improvements Plans and Specifications. The costs for preparation of the Space Plan, the Tenant Improvements Plans and Specifications and the electrical and plumbing drawings are considered “Architectdeemed Landlord’s Fees”. The Architect shall also provide normal and customary construction administration services in its capacity as Architect as part of the Architect’s Fees. The Architect’s Fees will be paid by Landlord out approval of the Tenant Improvement Allowance and/orPlans. If Landlord fails to provide a response to the Approval Notice within two business days of Landlord’s receipt of the Approval Notice, if applicable, the Additional TI Allowance (hereinafter, the “Tenant Allowance” Landlord shall collectively refer be deemed to have approved the Tenant Improvement Allowance andPlans. This procedure shall be repeated until the Tenant Improvement Plans are approved by Landlord, if except that the additional periods of time for Landlord’s review of revised Tenant improvement allowance option is exercised Improvement Plans and deemed approval following an Approval Notice shall be three business days and one business day, respectively. Approved Tenant Improvement Plans are not a representation by Tenant as set forth Landlord that they are in Section 6.02 of the Lease, the Additional TI Allowance) in accordance compliance with the terms requirements of governing authorities, and provisions of this Work Letter. A list of the final Tenant Improvements Plans and Specifications as agreed upon by Tenant and Landlord it shall be initialed by both parties Tenant’s sole responsibility to meet and attached hereto as Exhibit “C-2”, and made a part hereof. Such final, approved plans and specifications shall be called the “Tenant Improvements Plans and Specifications”. In the event the Tenant Improvements Plans and Specifications have not been finalized in form and substance sufficient to obtain comply with all applicable building and other permits for the Tenant Improvements on or prior to the date set forth on the Construction Schedule (as hereinafter defined) due to any direct action or inaction of Tenant only, then such failure shall constitute a “Tenant Delay” as hereinafter definedLaws. If the failure to finalize such Tenant Improvements Plans and Specifications on or prior to the date set forth on the Construction Schedule is due to any direct action or inaction of Landlord only, then such failure shall constitute a “Landlord Delay” as hereinafter defined. Any No changes to the final approved Tenant Improvements Improvement Plans and Specifications (other than any changes required by applicable laws) shall be handled in accordance with made without the provisions written consent of Paragraph 3(b) belowLandlord, which consent shall not be unreasonably delayed, conditioned or withheld.

Tenant Improvement Plans. Landlord Sublandlord shall provide all building plans in its possession to Tenant. On or before Subtenant with a tenant improvement allowance for the date specified in the Construction Schedule (such Construction Schedule is to be hereafter prepared permitting and approved by both parties and deemed incorporated herein pursuant to the terms construction of Paragraph 7 below), Tenant shall submit to Landlord the plan which shows the location of the proposed walls and doors and room descriptions for the Tenant Improvements and the fees payable to Subtenant's tenant improvement architect, engineers and design professionals in the amount of five hundred thousand dollars (the “Space Plan”$500,000.00) ("Work Allowance"). The Space Plan is subject to Landlord’s approval, which shall not be unreasonably withheld, conditioned, or delayed. Tenant and Landlord agree to work together to mutually agree on the Space Plan on or before the date specified in the Construction Schedule. The date that the Space Plan has been approved by Landlord and Tenant shall be the “Space Plan Approval Date”. The approved Space Plan will be attached to this Work Letter as EXHIBIT “C-1”. Tenant and Landlord acknowledge that the approved Space Plan will be preliminary and will need to be refined and finalized in order to provide for the final Tenant Improvements to be made in the Leased Premises. After the Space Plan Approval Date, Tenant shall be responsible for the development and preparation of the final Final plans and specifications for the tenant improvements to be installed by Subtenant in the Sublease Premises ("Tenant Improvements Improvements") are described on Exhibit "F" (the “"Final Tenant Improvements Plans and Specifications”Improvement Plans"), which plans Final Tenant Improvement Plans are acceptable to Sublandlord and specifications Subtenant. Sublandlord agrees that it shall not require Subtenant to remove any of the Tenant Improvements from the Sublease Premises at the end of the Sublease Term, unless Master Landlord has required removal of such Tenant Improvements. Subtenant shall cause the Tenant Improvements to be (i) generally constructed by Subtenant's contractor in accordance with the Space Plan as modified by such changes as Final Tenant Improvement Plans, which may be reasonably acceptable modified in an immaterial manner. Material changes in the Final Tenant Improvement Plans (i.e. changes costing $100,000 or more in construction costs) shall be subject to both parties in their reasonable opinionthe prior approval of Sublandlord. Sublandlord shall give its approval, or detailed reasons for disapproval, within twenty (ii20) in accordance days after delivery to Sublandlord of the request for same. If Sublandlord fails to respond within the twenty (20) day period, Sublandlord shall be deemed to have given Sublandlord's approval. If Subtenant submits to Sublandlord requests for reimbursement from the Work Allowance accompanied by an invoice from a third party or agency together with the Building Standard Materials and Specifications attached any such appropriate lien waivers, which relates to this Work Letter, and (iii) in accordance with the applicable City of Plano building codes and ordinances. To complete the Tenant Improvements Plans and SpecificationsImprovements, Landlord and within thirty (30) days after Sublandlord's receipt of the above items, Sublandlord shall pay Subtenant the amount requested up to the aggregate amount of the Work Allowance but only to the extent that there are sufficient monies in the Work Allowance to cover the costs of constructing the Tenant agree that Xxxxxxxx, Xxxxx & Hills will serve as architect Improvements. Any shortfall (the “Architect”"Shortfall") for preparation between the $500,000.00 Work Allowance and the actual cost of construction of the Tenant Improvements Plans and Specifications (unless the parties mutually agree otherwise). The Tenant Improvements Plans and Specifications will also include, to the extent necessary, electrical and plumbing drawings sealed by a registered State of Texas engineer to be prepared by NELCO, which is the engineering firm designated by Tenant (the “Electric and Plumbing Engineer”). Tenant agrees to contract with and Landlord agrees to pay a reasonable market fee to the Architect and Electric and Plumbing Engineer for the Tenant Improvements Plans and Specifications preparation. The mechanical plans for the HVAC System for the Leased Premises shall be prepared by 24 Hour Inc. or an alternate Mechanical Engineer approved by Landlord and Tenant. Interior design, furniture selection and placement design, telecommunication planning and wiring design, move coordination and special finishes are the separate responsibility of Tenant and are not included in the Tenant Improvements Plans and Specifications. The costs for preparation of the Space Plan, the Tenant Improvements Plans and Specifications and the electrical and plumbing drawings are considered “Architect’s Fees”. The Architect shall also provide normal and customary construction administration services in its capacity as Architect as part of the Architect’s Fees. The Architect’s Fees will be paid by Landlord out of the Tenant Improvement Allowance and/or, if applicable, the Additional TI Allowance (hereinafter, the “Tenant Allowance” shall collectively refer to the Tenant Improvement Allowance and, if the additional Tenant improvement allowance option is exercised by Tenant as set forth in Section 6.02 of the Lease, the Additional TI Allowance) in accordance with the terms and provisions of this Work Letter. A list of the final Tenant Improvements Plans and Specifications as agreed upon by Tenant and Landlord shall be initialed by both parties and attached hereto as Exhibit “C-2”, and made a part hereof. Such final, approved plans and specifications shall be called the “Tenant Improvements Plans and Specifications”. In the event the Tenant Improvements Plans and Specifications have not been finalized in form and substance sufficient to obtain all applicable building and other permits for the Tenant Improvements on or prior to the date set forth on the Construction Schedule (as hereinafter defined) due to any direct action or inaction of Tenant only, then such failure shall constitute a “Tenant Delay” as hereinafter defined. If the failure to finalize such Tenant Improvements Plans and Specifications on or prior to the date set forth on the Construction Schedule is due to any direct action or inaction of Landlord only, then such failure shall constitute a “Landlord Delay” as hereinafter defined. Any changes to the final Tenant Improvements Plans and Specifications shall be handled in accordance with the provisions of Paragraph 3(b) belowSubtenant.

Tenant Improvement Plans. Tenant shall deliver preliminary working drawings and specifications (“Preliminary Drawings”) to Landlord within five (5) business days of the date of the Lease. Landlord shall have five (5) days to provide all building plans in its possession to Tenantcomments on the Preliminary Drawings. On or before If no Landlord comments are received within said period, the date specified in Preliminary Drawings will be deemed the Construction Schedule approved Tenant Improvement Plans. Within ninety (such Construction Schedule is to be hereafter prepared and approved by both parties and deemed incorporated herein pursuant 90) days of receipt of Landlord’s comments Tenant shall incorporate Landlord’s comments (to the terms of Paragraph 7 below), Tenant shall extent reasonably possible and practicable) and submit to Landlord the plan which shows the location of the proposed walls final working drawings and doors specifications. Such final working drawings and room descriptions for the Tenant Improvements (the “Space Plan”). The Space Plan is specifications shall be subject to Landlord’s approval, not to be unreasonably withheld of delayed, which shall be given within ten (10) business days, and once approved by Landlord they shall be known as the “Tenant Improvement Plans.” The “Tenant Improvement Plans” must be consistent with Landlord’s’ standard specifications (the “Standards”) for tenant improvements for the Building, as the same may be changed from time to time by Landlord. Tenant and Landlord shall confirm the Standards prior to commencement of final working drawings and specifications. Tenant, with Landlord’s cooperation, shall not cause changes to be made in the Tenant Improvement Plans except only as necessary to obtain the building permit. Except as otherwise specifically authorized herein, no further material changes to the Tenant Improvement Plans may be made without the prior written approval from both Landlord and Tenant, which such approvals shall not be unreasonably withheld, conditioned, or delayed. Tenant and Landlord agree to work together to mutually agree on the Space Plan on or before the date specified in the Construction Schedule. The date that the Space Plan has been approved by Landlord and Tenant shall be the “Space Plan Approval Date”. The approved Space Plan will be attached to this Work Letter as EXHIBIT “C-1”. Tenant and Landlord acknowledge that the approved Space Plan will be preliminary and will need to be refined and finalized in order to provide for the final Tenant Improvements to be made in the Leased Premises. After the Space Plan Approval Date, Tenant shall be responsible for the development and preparation of the final plans and specifications for the Tenant Improvements (the “Tenant Improvements Plans and Specifications”), which plans and specifications shall be (i) generally in accordance with the Space Plan as modified by such changes as may be reasonably acceptable to both parties in their reasonable opinion, (ii) in accordance with the Building Standard Materials and Specifications attached to this Work Letter, and (iii) in accordance with the applicable City of Plano building codes and ordinances. To complete the Tenant Improvements Plans and Specifications, Landlord and Tenant agree that Xxxxxxxx, Xxxxx & Hills will serve as architect (the “Architect”) for preparation of the Tenant Improvements Plans and Specifications (unless the parties mutually agree otherwise). The Tenant Improvements Plans and Specifications will also include, to the extent necessary, electrical and plumbing drawings sealed by a registered State of Texas engineer to be prepared by NELCO, which is the engineering firm designated by Tenant (the “Electric and Plumbing Engineer”). Tenant agrees to contract with and Landlord agrees to pay a reasonable market fee to the Architect and Electric and Plumbing Engineer for the Tenant Improvements Plans and Specifications preparation. The mechanical plans for the HVAC System for the Leased Premises shall be prepared by 24 Hour Inc. or an alternate Mechanical Engineer approved by Landlord and Tenant. Interior design, furniture selection and placement design, telecommunication planning and wiring design, move coordination and special finishes are the separate responsibility of Tenant and are not included in the Tenant Improvements Plans and Specifications. The costs for preparation of the Space Plan, the Tenant Improvements Plans and Specifications and the electrical and plumbing drawings are considered “Architect’s Fees”. The Architect shall also provide normal and customary construction administration services in its capacity as Architect as part of the Architect’s Fees. The Architect’s Fees will be paid by Landlord out of the Tenant Improvement Allowance and/or, if applicable, the Additional TI Allowance (hereinafter, the “Tenant Allowance” shall collectively refer to the Tenant Improvement Allowance and, if the additional Tenant improvement allowance option is exercised by Tenant as set forth in Section 6.02 Upon termination of the Lease, the Additional TI Allowance) in accordance with the terms and provisions Tenant shall deliver to Landlord a full set of this Work Letter. A list of the final Tenant Improvements Plans and Specifications as agreed upon by Tenant and Landlord shall be initialed by both parties and attached hereto as Exhibit “C-2”, and made a part hereof. Such final, approved plans and specifications shall be called the “Tenant Improvements Plans and Specifications”. In the event the Tenant Improvements Plans and Specifications have not been finalized in form and substance sufficient to obtain all applicable building and other permits for the Tenant Improvements on or prior to the date set forth on the Construction Schedule (as hereinafter defined) due to any direct action or inaction of Tenant only, then such failure shall constitute a “Tenant Delay” as hereinafter defined. If the failure to finalize such Tenant Improvements Plans and Specifications on or prior to the date set forth on the Construction Schedule is due to any direct action or inaction of Landlord only, then such failure shall constitute a “Landlord Delay” as hereinafter defined. Any changes to the final Tenant Improvements Plans and Specifications shall be handled in accordance with the provisions of Paragraph 3(b) belowconstruction drawings.

Tenant Improvement Plans. Landlord shall provide all building Tenant’s specifications and plans in its possession to Tenant. On or before the date specified in the Construction Schedule (such Construction Schedule is to be hereafter prepared and approved by both parties and deemed incorporated herein pursuant to the terms of Paragraph 7 below), Tenant shall submit to Landlord the plan which shows the location of the proposed walls and doors and room descriptions for the Tenant Improvements shall be prepared by Tenant’s architect and provided to Landlord not later than January 30, 2017, and Landlord’s approval or denial of such plans to be communicated to Tenant within ten (the “Space Plan”)10) business days of such delivery. The Space Plan tenant improvement plans will be prepared in commercially reasonable sufficient detail to permit Tenant or Landlord to construct the Tenant Improvements, and shall include partition layout (dimensioned), door location and door schedule including hardware, reflected ceiling plan, telephone and electrical outlets with locations (dimensioned), special electrical, HVAC and/or plumbing work, mechanicals, special loading requirements, such as the location of file cabinets and special equipment, openings in the walls or floors, all necessary sections and details for special equipment and fixtures, furniture layout and finishes including, without limitation, carpentry and millwork, floor coverings, wall coverings, color schedules, and any other special finishes. The tenant improvement plans shall be prepared in accordance with applicable laws and code requirements. Landlord shall not unreasonably withhold, condition or delay its approval of the tenant improvement plans. Any comments or suggested changes of Landlord shall be in writing and may be noted on the applicable drawings and plans provided they are legible and sufficiently detailed as warranted under the circumstances, including specific references and notations on applicable drawings and plans to highlight areas in which changes are requested. Tenant shall respond to any comments or suggested changes within five (5) business days of receipt from Landlord. Any comments or suggested changes of Tenant shall be in writing and may be noted on the applicable drawings and plans provided they are legible and sufficiently detailed as warranted under the circumstances, including specific references and notations on applicable drawings and plans to highlight areas in which changes are requested. Landlord shall then have five (5) business days to approve or deny such plans. This procedure shall be repeated with the parties working in good faith to resolve any differences until the Tenant construction plans are finally approved by Landlord and written approval has been delivered to and received by Tenant. A “Tenant Review Day” is subject to any full business day during which the tenant improvement plans awaits review, approval, and/or comments from Tenant following Landlord’s submission to Tenant for review. After the eleventh (11th) total Tenant Review Day, each such subsequent Tenant Review Day shall constitute a Tenant Delay. Upon approval by Landlord, the tenant improvement plans shall become final and shall not be changed except as set forth herein and without Landlord’s and Tenant’s further approval, which shall not be unreasonably withheld, conditionedconditioned or delayed (as finally approved, or delayed. Tenant and Landlord agree to work together to mutually agree on the Space Plan on or before the date specified in the Construction Schedule. The date that the Space Plan has been approved by Landlord and Tenant shall be the “Space Plan Approval Date”. The approved Space Plan will be attached to this Work Letter as EXHIBIT “C-1”. Tenant and Landlord acknowledge that the approved Space Plan will be preliminary and will need to be refined and finalized in order to provide for the final Tenant Improvements to be made in the Leased Premises. After the Space Plan Approval Date, Tenant shall be responsible for the development and preparation of the final plans and specifications for the Tenant Improvements (the “Tenant Improvements Plans and Specifications”), which plans and specifications shall be (i) generally in accordance with the Space Plan as modified by such changes as may be reasonably acceptable to both parties in their reasonable opinion, (ii) in accordance with the Building Standard Materials and Specifications attached to this Work Letter, and (iii) in accordance with the applicable City of Plano building codes and ordinances. To complete the Tenant Improvements Plans and Specifications, Landlord and Tenant agree that Xxxxxxxx, Xxxxx & Hills will serve as architect (the “Architect”) for preparation of the Tenant Improvements Plans and Specifications (unless the parties mutually agree otherwise). The Tenant Improvements Plans and Specifications will also include, to the extent necessary, electrical and plumbing drawings sealed by a registered State of Texas engineer to be prepared by NELCO, which is the engineering firm designated by Tenant (the “Electric and Plumbing EngineerImprovement Plans”). Tenant agrees to contract with and Landlord agrees to pay a reasonable market fee to the Architect and Electric and Plumbing Engineer for the Tenant Improvements Plans and Specifications preparation. The mechanical plans for the HVAC System for the Leased Premises shall be prepared by 24 Hour Inc. or an alternate Mechanical Engineer approved by Landlord and Tenant. Interior design, furniture selection and placement design, telecommunication planning and wiring design, move coordination and special finishes are the separate responsibility of Tenant and are not included in the Tenant Improvements Plans and Specifications. The costs for preparation of the Space Plan, the Tenant Improvements Plans and Specifications and the electrical and plumbing drawings are considered “Architect’s Fees”. The Architect shall also provide normal and customary construction administration services in its capacity as Architect as part of the Architect’s Fees. The Architect’s Fees will be paid by Landlord out Upon approval of the Tenant Improvement Allowance and/orPlans, if applicable, Landlord shall specify those Tenant Improvements (including laboratory improvements) which Tenant must remove from the Additional TI Allowance (hereinafter, the “Tenant Allowance” shall collectively refer to the Tenant Improvement Allowance and, if the additional Tenant improvement allowance option is exercised by Tenant as set forth in Section 6.02 Premises upon termination of the Lease, the Additional TI Allowance) in accordance with the terms and provisions of this Work Letter. A list of the final Tenant Improvements Plans and Specifications as agreed upon by Tenant and Landlord shall be initialed by both parties and attached hereto as Exhibit “C-2”, and made a part hereof. Such final, approved plans and specifications shall be called the “Tenant Improvements Plans and Specifications”. In the event the Tenant Improvements Plans and Specifications have not been finalized in form and substance sufficient to obtain all applicable building and other permits for the Tenant Improvements on or prior to the date set forth on the Construction Schedule (as hereinafter defined) due to any direct action or inaction of Tenant only, then such failure shall constitute a “Tenant Delay” as hereinafter defined. If the failure to finalize such Tenant Improvements Plans and Specifications on or prior to the date set forth on the Construction Schedule is due to any direct action or inaction of Landlord only, then such failure shall constitute a “Landlord Delay” as hereinafter defined. Any changes to the final Tenant Improvements Plans and Specifications shall be handled in accordance with the provisions of Paragraph 3(b) below.

Tenant Improvement Plans. Landlord Any work proposed by Tenant at the Premises or Building (the “Tenant Improvements”) shall provide all building plans in its possession be subject to Tenant. On or before the date specified in the Construction Schedule (such Construction Schedule is to Landlord’s reasonable prior approval and shall be hereafter prepared and approved by both parties and deemed incorporated herein pursuant subject to the other terms and conditions of Paragraph 7 belowthis Exhibit, which approval shall not be unreasonably withheld or delayed except for good cause shown. All architectural, engineering and other design fees shall be paid by Tenant, provided that, of the total Tenant Improvement Allowance, up to Five and No/100 Dollars (S5.00) per rentable square foot of the Premises of such fees may be subject to reimbursement under the Tenant Improvement Allowance. Tenant shall use its architect, engineers and other design professionals, all of whom shall comply with any applicable licensing or governmental requirements of the City of Santa Xxxxx and the State of California. Tenant shall cause its architect, who shall be subject to Landlord’s prior approval (“Tenant’s Architect”), Tenant which approval shall submit not be unreasonably withheld or delayed except for good cause shown, to Landlord the prepare a draft space plan which shows the location of the proposed walls and doors and room descriptions for the Tenant Improvements (the “Space Plan”)) for the Tenant Improvements and shall submit the proposed Space Plan to Landlord for the latter’s approval (not to be unreasonably withheld or delayed) within twenty-one (21) days following mutual execution of the Lease. (If available upon mutual execution of this Lease, a mutually-approved preliminary space plan for the Tenant Improvements has been attached hereto as Exhibit C-1.) Landlord shall deliver to Tenant any written objections, questions or comments of Landlord with regard to the Space Plan, and Tenant shall cause the Space Plan to be revised to address such written comments and shall resubmit said Space Plan to Landlord for approval within five (5) business days thereafter. Such process shall continue until Landlord has approved the Space Plan. Tenant’s Architect shall then prepare working drawings and specifications for the Tenant Improvements, including architectural, structural, plumbing, mechanical, electrical, and fire protection drawings as required, suitable for permit application (the “Working Drawings”) and shall submit the proposed Working Drawings to Landlord for the latter’s approval within sixty (60) days following Landlord’s approval of the final Space Plan. The Space Plan is and Working Drawings shall be subject to Landlord’s approval, which Landlord agrees shall not be unreasonably withheld, conditioned, withheld or delayed. Landlord shall not be deemed to have acted unreasonably if it withholds its approval thereof because, in Landlord’s reasonable opinion as supported by statement or reports from licensed engineers, the work, as described in any such item: (i) will adversely affect Building systems, the structure of the Building or the safety of the Building and/or their occupants; (ii) will materially impair Landlord’s ability to furnish services to Tenant or other tenants at the Project; (iii) would materially increase the cost of operating the Building; (iv) would violate any governmental laws, rules or ordinances (or interpretations thereof); (v) contains or uses hazardous or toxic materials or substances not permitted under Applicable Laws; (vi) would affect the external appearance of the Building; (vii) would materially and adversely affect another tenant’s premises at the Project: or (viii) is prohibited by any mortgage, trust deed or other instrument encumbering the Building or Project. Landlord agree shall deliver to work together Tenant any written objections, questions or comments of Landlord with regard to mutually agree on the Working Drawings, and Tenant shall cause the Working Drawings to be revised to address such written comments and shall resubmit said Working Drawings to Landlord for approval within ten (10) business days thereafter. Such process shall continue until Landlord has approved the Working Drawings. Landlord’s approval of the Space Plan on and/or the Working Drawings shall not be deemed any representation or before the date specified in the Construction Schedule. The date warranty that the Space Plan has been approved by Landlord and Tenant shall be the “Space Plan Approval Date”. The approved Space Plan will be attached to this Work Letter as EXHIBIT “C-1”. Tenant and Landlord acknowledge that the approved Space Plan will be preliminary and will need to be refined and finalized in order to provide for the final Tenant Improvements to be made in the Leased Premises. After the Space Plan Approval Date, Tenant shall be responsible for the development and preparation of the final plans and specifications for the Tenant Improvements (the “Tenant Improvements Plans and Specifications”), which plans and specifications shall be (i) generally in accordance same comply with the Space Plan as modified by such changes as may be reasonably acceptable to both parties in their reasonable opinion, (ii) in accordance with the Building Standard Materials and Specifications attached to this Work Letter, and (iii) in accordance with the applicable City of Plano building codes and ordinances. To complete the Tenant Improvements Plans and Specifications, Landlord and Tenant agree that Xxxxxxxx, Xxxxx & Hills will serve as architect (the “Architect”) for preparation of the Tenant Improvements Plans and Specifications (unless the parties mutually agree otherwise). The Tenant Improvements Plans and Specifications will also include, to the extent necessary, electrical and plumbing drawings sealed by a registered State of Texas engineer to be prepared by NELCO, which is the engineering firm designated by Tenant (the “Electric and Plumbing Engineer”). Tenant agrees to contract with and Landlord agrees to pay a reasonable market fee to the Architect and Electric and Plumbing Engineer for the Tenant Improvements Plans and Specifications preparation. The mechanical plans for the HVAC System for the Leased Premises shall be prepared by 24 Hour Inc. or an alternate Mechanical Engineer approved by Landlord and Tenant. Interior design, furniture selection and placement design, telecommunication planning and wiring design, move coordination and special finishes are the separate responsibility of Tenant and are not included in the Tenant Improvements Plans and Specifications. The costs for preparation of the Space Plan, the Tenant Improvements Plans and Specifications and the electrical and plumbing drawings are considered “Architect’s Fees”. The Architect shall also provide normal and customary construction administration services in its capacity as Architect as part of the Architect’s Fees. The Architect’s Fees will be paid by Landlord out of the Tenant Improvement Allowance and/or, if applicable, the Additional TI Allowance (hereinafter, the “Tenant Allowance” shall collectively refer to the Tenant Improvement Allowance and, if the additional Tenant improvement allowance option is exercised by Tenant as set forth in Section 6.02 of the Lease, the Additional TI Allowance) in accordance with the terms and provisions of this Work Letter. A list of the final Tenant Improvements Plans and Specifications as agreed upon by Tenant and Landlord shall be initialed by both parties and attached hereto as Exhibit “C-2”, and made a part hereof. Such final, approved plans and specifications shall be called the “Tenant Improvements Plans and Specifications”. In the event the Tenant Improvements Plans and Specifications have not been finalized in form and substance sufficient to obtain all applicable building and other permits for the Tenant Improvements on or prior to the date set forth on the Construction Schedule (as hereinafter defined) due to any direct action or inaction of Tenant only, then such failure shall constitute a “Tenant Delay” as hereinafter defined. If the failure to finalize such Tenant Improvements Plans and Specifications on or prior to the date set forth on the Construction Schedule is due to any direct action or inaction of Landlord only, then such failure shall constitute a “Landlord Delay” as hereinafter defined. Any changes to the final Tenant Improvements Plans and Specifications shall be handled in accordance with the provisions of Paragraph 3(b) belowcodes.

Tenant Improvement Plans. Tenant, at Tenant's sole cost and expense, shall retain an interior architect ("Architect") to prepare plans and outline specifications to be attached as Exhibit "D" ("Tenant Improvement Plans and Specifications") with respect to the construction of the improvements with the Buildings ("Tenant Improvements") necessary for Tenant's use and occupancy thereof. Landlord shall provide all building plans in its possession to Tenant. On or before the date specified in the Construction Schedule (such Construction Schedule is cause Tenant Improvements to be hereafter prepared constructed by Devcon Construction ("General Contractor"), in accordance with the Tenant Improvement Plans and approved Specifications. The Tenant Improvement Plans and Specifications shall be completed for all aspects of the work by both parties April 1, 2001. The Tenant Improvement Plans and deemed incorporated herein pursuant Specifications shall include all detail necessary for submittal to the terms City of Paragraph 7 below), Tenant shall submit to Landlord Fremont for issuance of building permits and for the plan which shows the location construction of the proposed walls Tenant Improvements, and doors and room descriptions for shall include any information required by the relevant agencies regarding Tenant's use of Hazardous Materials if applicable. The Tenant Improvements (shall consist of all items not included within the “Space Plan”)scope of the Building Shell. The Space Plan is All Tenant Improvements shall be subject to Landlord’s 's approval, which approval which shall not be unreasonably withheld, conditioned, conditioned or delayed. The Tenant Improvement Plans and Specifications shall be prepared in sufficient detail to allow the General Contractor to construct the Tenant Improvements. The Tenant Improvements shall not be removed or altered by Tenant without the prior written consent of Landlord agree as provided in Section 7. Tenant shall have the right to work together to mutually agree on the Space Plan on or before the date specified depreciate and claim and collect any investment tax credits in the Construction ScheduleTenant Improvements paid for by Tenant. The date that Upon expiration of the Space Plan has been approved by Lease Term or any earlier termination of the Lease, the Tenant Improvements shall become the property of Landlord and Tenant shall remain upon and be surrendered with the “Space Plan Approval Date”Premises, and title thereto shall automatically vest in Landlord without any payment therefor, except as otherwise expressly provided in Section 15 (with respect to insurance proceeds) and Section 16 (with respect to any condemnation award). The approved Space Plan will be attached Landlord shall use its reasonable best efforts to this Work Letter as EXHIBIT “C-1”. Tenant and Landlord acknowledge that obtain a building permit from the approved Space Plan will be preliminary and will need to be refined and finalized in order to provide for the final Tenant Improvements to be made in the Leased Premises. After the Space Plan Approval Date, Tenant shall be responsible for the development and preparation City of the final plans and specifications Fremont for the Tenant Improvements (as soon as possible after submittal of the “Tenant Improvements Improvement Plans and Specifications”), which plans and specifications thereafter to cause the General Contractor to Substantially Complete the Building, including the Tenant Improvements therein. Each Building shall be deemed "Substantially Complete" (and "Substantial Completion" shall occur) when: (i) generally Tenant Improvements have both been substantially completed in accordance with the Space Plan Tenant Improvement Plans and Specifications, as modified evidenced by such changes as may be reasonably acceptable to both parties in their reasonable opinionthe issuance of a certificate of occupancy or a temporary certificate of occupancy or its equivalent by the appropriate governmental authority, (ii) Tenant's Architect has certified that the Tenant Improvements have been completed in accordance with the Tenant Improvement Plans and Specifications, and Landlord's Architect has certified to Tenant that the Building Shell has been completed, and all necessary elements of the Project needed for beneficial occupancy of the Building have been completed, all in accordance with the Building Standard Materials Shell Plans and Specifications attached to this Work Letter, Specifications; and (iii) the Building systems including, but not limited to, mechanical, electrical and plumbing, are operational to the extent necessary to service the Premises, and Tenant has use of substantially all parking spaces called for under this Lease. Installation of (x) Tenant's data and phone cabling, (y) Tenant's furniture, or (z) the exterior landscaping shall not be required in accordance with order to deem a Building Substantially Complete. Landlord agrees to provide Tenant a permit which allows Tenant to occupy the applicable Premises from the City of Plano building codes and ordinancesFremont (or its equivalent) within sixty (60) days following the Commencement Date. To complete Pricing: Within ten (10) days after completion of the Tenant Improvements Plans and Specifications, Landlord and shall cause the General Contractor to submit to Tenant agree that Xxxxxxxxcopies of competitive bids (including a schedule of values for each bid) from at least three (3) subcontractors (at least one of which such subcontractors may be specified by Tenant, Xxxxx & Hills will serve as architect (the “Architect”subject to Landlord's reasonable approval) for preparation each aspect of the work in excess of Five Thousand and No/100 Dollars ($5,000.00) related to the Tenant Improvements. The foregoing notwithstanding, Tenant shall have the right to sole-source to designated subcontractors (subject to Landlord's reasonable approval) for specialty rooms. General Contractor shall not do any self-performed work over $10,000.00 without first providing Tenant with 3 bids for comparison purposes. Landlord shall cause the General Contractor to utilize the low bid in each case unless Tenant approves or directs General Contractor's use of another subcontractor, and the cost of the Tenant Improvements Plans shall be based upon construction expenses equal to (i) the bid amounts as approved by Tenant, and Specifications (unless ii) the parties mutually agree otherwisegeneral contractor fee specified in Section 5.H below ("Tenant Improvement Budget"). The Tenant Improvements Plans and Specifications will also include, to the extent necessary, electrical and plumbing drawings sealed by a registered State of Texas engineer to be prepared by NELCO, which is the engineering firm designated by Tenant (the “Electric and Plumbing Engineer”). Tenant agrees to contract with and Landlord agrees to pay a reasonable market fee to the Architect and Electric and Plumbing Engineer for the Tenant Improvements Plans and Specifications preparation. The mechanical plans for the HVAC System for the Leased Premises shall be prepared by 24 Hour Inc. or an alternate Mechanical Engineer approved by Landlord and Upon Tenant. Interior design, furniture selection and placement design, telecommunication planning and wiring design, move coordination and special finishes are the separate responsibility of Tenant and are not included in the Tenant Improvements Plans and Specifications. The costs for preparation of the Space Plan, the Tenant Improvements Plans and Specifications and the electrical and plumbing drawings are considered “Architect’s Fees”. The Architect shall also provide normal and customary construction administration services in its capacity as Architect as part of the Architect’s Fees. The Architect’s Fees will be paid by Landlord out 's written approval of the Tenant Improvement Allowance and/orBudget, if applicablewhich approval shall not be unreasonably withheld or delayed, Landlord and Tenant shall be deemed to have given their respective approvals of the Additional TI Allowance (hereinafterfinal Tenant Improvement Plans and Specifications on which the cost estimate was made, and Landlord shall cause the “Tenant Allowance” shall collectively refer General Contractor to proceed with the construction of the Tenant Improvement Allowance and, if the additional Tenant improvement allowance option is exercised by Tenant as set forth in Section 6.02 of the Lease, the Additional TI Allowance) Improvements in accordance with the terms and provisions of this Work LetterSection 5.G below. A list of If Tenant does not specifically approve or disapprove the final bids within seven (7) days, Tenant Improvements Plans and Specifications as agreed upon by Tenant and Landlord shall be initialed by both parties and attached hereto as Exhibit “C-2”, and made a part hereof. Such final, deemed to have approved plans and specifications shall be called the “Tenant Improvements Plans and Specifications”. In the event the Tenant Improvements Plans and Specifications have not been finalized in form and substance sufficient to obtain all applicable building and other permits for the Tenant Improvements on or prior to the date set forth on the Construction Schedule (as hereinafter defined) due to any direct action or inaction of Tenant only, then such failure shall constitute a “Tenant Delay” as hereinafter defined. If the failure to finalize such Tenant Improvements Plans and Specifications on or prior to the date set forth on the Construction Schedule is due to any direct action or inaction of Landlord only, then such failure shall constitute a “Landlord Delay” as hereinafter defined. Any changes to the final Tenant Improvements Plans and Specifications shall be handled in accordance with the provisions of Paragraph 3(b) belowbids.