Common use of Tenant Improvement Work Clause in Contracts

Tenant Improvement Work. Subject to Paragraph 4 below and to the attached Exhibit B and further subject to compliance by Landlord with its repair and maintenance obligations in the Lease, Tenant accepts the Must-Take CB Space for the Term in its “AS-IS” condition. Tenant acknowledges that (a) no representations, express or implied, regarding the condition of the Must- Take CB Space have been made by Landlord to Tenant; all implied warranties with respect to the Must-Take CB Space, including but not limited to those of merchantability and fitness for a particular purpose, are expressly negated and waived, and (b) Landlord shall not be required to perform any demolition work or tenant finish work in the Premises or to provide any allowances therefor, except as expressly set forth in Paragraph 4 below and in the attached Exhibit B. Tenant shall be responsible for performance of any Tenant required improvement work to the Must-Take CB Space on the terms of the attached Exhibit B. Tenant shall be allowed early entry into the Must-Take CB Space for the performance of the TI Work (as defined in Exhibit B) provided that such early entry shall not interfere with or delay the progress of Landlord’s Work (as defined in Paragraph 4 below). If Substantial Completion (as defined in Exhibit B) of the TI Work occurs prior to August 1, 2010, then provided that Tenant has given to Landlord a copy of Tenant’s certificate of occupancy for Suite 160 (to include the Must-Take CB Space), Tenant shall be allowed early entry, use and occupancy of the Must-Take CB Space for the commencement of business therefrom subject to all the provisions of the Lease including the insurance requirements in Article 11 of the Lease, but excluding liability to pay rent during such early entry period, other than payment by Tenant of utility costs including electric costs associated with the Must-Take CB Space). Said early possession shall not advance the scheduled Lease Term expiration date of October 31, 2013.

Tenant Improvement Work. Subject (1) Tenant shall submit to Paragraph 4 below Landlord for ----------------------- Landlord's approval a space plan for the build-out of the Premises ("Tenant's -------- Space Plans"), by the respective date(s) for each phase shown on the ----------- construction schedule set forth in Exhibit E-1 hereto, prepared by Tenant's ----------- architect showing the interior layout of the Premises and its integration with Building systems, core areas and the building shell improvements in sufficient detail to permit Landlord a reasonable opportunity to review and provide preliminary approval or comments regarding Tenant's proposed interior design. Landlord shall review and approve or disapprove of Tenant's Space Plans as to the First Phase Premises and Second Phase Premises by the date set forth on the attached construction schedule set forth in Exhibit B and further subject to compliance by Landlord with its repair and maintenance obligations in the LeaseE-1 hereto, Tenant accepts the Must-Take CB Space for the Term in its “AS-IS” condition. Tenant acknowledges that (a) no representations, express or implied, regarding the condition of the Must- Take CB Space have been made by Landlord to Tenant; all implied warranties with respect to the Must-Take CB Space, including but not limited to those of merchantability and fitness for a particular purpose, are expressly negated and waived, and (b) Landlord which approval ----------- shall not be unreasonably withheld, conditioned or delayed, except or to the extent such plans affect the structure of the Building or the Building's systems, in which case, Landlord may withhold such approval in its sole discretion. Landlord shall endeavor to adhere to a similar construction schedule, review periods and level of cooperation with Tenant as to the planning, approving and completion of the Third Phase Premises thereafter. If Landlord disapproves, either in whole or in part, of Tenant's Space Plans, Landlord shall provide to Tenant with reasonable specificity Landlord's reasons for its disapproval, which shall be commercially reasonable to the extent required in the preceding sentence. Tenant shall promptly correct or otherwise address all disapproved items identified by Landlord. The work shown in Tenant's Space Plans shall be deemed "Tenant Improvement Work." (2) Landlord ----------------------- and Tenant hereby covenant and agree that Rent pursuant to the Lease shall commence for each phase of construction upon substantial completion of all Tenant Improvement Work ("Substantial Completion") as defined pursuant to ---------------------- Section (L) below so that Tenant could obtain its Certificate of Occupancy and occupy each phase of the Premises then intended for occupancy. For every day after March 1, 2000 that such First Phase Premises are not Substantially Complete, absent any delay on the part of the Tenant or any occurrence of Force Majeure, Landlord shall pay to Tenant as a fixed and agreed upon sum and not as a penalty, an amount equal to one (1) day's rent for the First Phase Premises for each day after March 1, 2000 that the Tenant is unable to occupy the First Phase Premises because the same is not Substantially Complete. Notwithstanding the foregoing, there shall be no Force Majeure condition excusing Landlord from its obligation to pay the damages specified herein if Landlord is delayed due to its inability to procure sufficient labor, either for its general contractor, its subcontractors, its Construction Manager, or any other entity, required to perform any demolition work complete the First Phase or tenant finish work the Second Phase. Landlord shall pay to Tenant such amounts in immediately available U.S. funds monthly at the end of each month unless and until the First Phase Premises or to provide any allowances therefor, except as expressly set forth in Paragraph 4 below and in the attached Exhibit B. Tenant shall be responsible for performance of any Tenant required improvement work to the Must-Take CB Space on the terms of the attached Exhibit B. Tenant shall be allowed early entry into the Must-Take CB Space for the performance of the TI Work (as defined in Exhibit B) provided that such early entry shall not interfere with or delay the progress of Landlord’s Work (as defined in Paragraph 4 below). If Substantial Completion (as defined in Exhibit B) of the TI Work occurs prior to August 1, 2010, then provided that Tenant has given to Landlord a copy of Tenant’s certificate of occupancy for Suite 160 (to include the Must-Take CB Space), Tenant shall be allowed early entry, use and occupancy of the Must-Take CB Space for the commencement of business therefrom subject to all the provisions of the Lease including the insurance requirements in Article 11 of the Lease, but excluding liability to pay rent during such early entry period, other than payment by Tenant of utility costs including electric costs associated with the Must-Take CB Space). Said early possession shall not advance the scheduled Lease Term expiration date of October 31, 2013are Substantially Complete.

Tenant Improvement Work. Subject Following the Commencement Date, Tenant shall commence to Paragraph 4 below install Tenant's Equipment and other improvements on the Premises in accordance with the plans and specifications dated , prepared by , Tenant's architect or engineer, which have been approved by City (such work is called the "Tenant Improvement Work" or "Tenant Improvements" and such plans and specifications are called the "Approved Plans"). A copy of the Approved Plans is attached hereto as Exhibit C. The Approved Plans may be altered, subject to the attached Exhibit B prior written and reasonable approval of City, if required in order for Tenant to obtain any permits or approvals necessary for construction of the Tenant Improvements. Tenant shall be responsible, at its cost, for performing the Tenant Improvement Work in accordance with the Approved Plans and otherwise in compliance with the standards contained in Section 8.1 (Tenant's Alterations). Tenant shall further subject be responsible, at its cost, for obtaining all permits and licenses required in connection with the Tenant Improvements and satisfy any conditions or mitigation measures approved in connection therewith. No Tenant Improvement Work shall commence until Tenant has first obtained all necessary permits and approvals for Tenant to compliance by Landlord with its repair be legally entitled to construct the Tenant Improvements and maintenance obligations in has provided a copy of those permits and approvals to the LeaseSFMTA. Tenant shall not: (i) alter, Tenant accepts the Must-Take CB Space replace, modify, or add to any of Tenant’s Equipment, or (ii) make a request to City’s Planning Department for the Term any zoning, design and environmental approvals needed from City, in its regulatory capacity, for such proposed modifications (“AS-IS” conditionPlanning Department Approvals”), without City’s prior written consent, which may be withheld or conditioned in City’s sole discretion. Tenant acknowledges that (a) no representations, express or implied, regarding the condition City’s approval of any proposed modification of the Must- Take CB Space have been made Tenant Equipment requested by Landlord Tenant pursuant to Tenant; all implied warranties with respect this Lease may be conditioned on, among other requirements, changes to improve the design or reduce the impact of the proposed modifications to the Must-Take CB Space, including but not limited to those of merchantability and fitness for a particular purpose, are expressly negated and waivedsurrounding environment, and (b) Landlord shall not be required conditioned on written evidence that City’s Planning Department has granted the Planning Department Approvals for such proposed modification. If Tenant wishes to perform make any demolition work exchange or tenant finish work replacement of Tenant’s Equipment within the Premises that requires City’s written consent, City shall have the right to condition its approval of such requested exchange or replacement on and increase in the Base Rent, in accordance with the Equipment Schedule attached hereto as Exhibit E and incorporated herein by this reference. Tenant acknowledges that City shall have the sole discretion in deciding whether to approve any proposed addition to the Tenant’s Equipment within the Premises or to provide any allowances therefor, except as expressly set forth in Paragraph 4 below and in the attached Exhibit B. Tenant shall be responsible for performance of any Tenant required improvement work to the Must-Take CB Space on the terms proposed exchange or replacement of the attached Exhibit B. Tenant shall be allowed early entry into the Must-Take CB Space for the performance Tenant’s Equipment that would result in any expansion of the TI Work (as defined Premises, including the right to condition such approval on an increase in Exhibit B) provided that such early entry shall not interfere with Base Rent. Notwithstanding the foregoing, Tenant may perform any maintenance, repairs, like-for-like exchanges or delay the progress of Landlord’s Work (as defined in Paragraph 4 below). If Substantial Completion (as defined in Exhibit B) of the TI Work occurs prior to August 1, 2010, then provided that Tenant has given to Landlord a copy similar replacements of Tenant’s certificate Equipment and may make modifications within the interior of occupancy for Suite 160 any of Tenant’s Equipment without prior approval of City so long as the like-for-like exchanges or similar replacements of Tenant’s Equipment do not pose any greater danger to the Building than the Tenant’s Equipment to be so exchanged or replaced, will comply with Section 12.3 (to include the Must-Take CB SpaceFloor Load), and Tenant shall be allowed early entryobtains all regulatory approvals required for such exchanges, use and occupancy of the Must-Take CB Space for the commencement of business therefrom subject to all the provisions of the Lease including the insurance requirements in Article 11 of the Leasereplacement, but excluding liability to pay rent during such early entry period, other than payment by Tenant of utility costs including electric costs associated with the Must-Take CB Space). Said early possession shall not advance the scheduled Lease Term expiration date of October 31, 2013or modifications.

Tenant Improvement Work. Subject Tenant has retained and will continue to Paragraph 4 below retain M&F and AHA for design, architectural and MEPFP services for Tenant Improvement Work. Landlord has retained and will continue to the attached Exhibit B retain M&F and further subject AHA for design, architectural and MEPFP services for Base Building Work. If either Landlord or Tenant wishes to compliance change such service providers, they shall do so only by Landlord with its repair and maintenance obligations in the Leasemutual agreement which each party agrees, Tenant accepts the Must-Take CB Space for the Term in its “AS-IS” condition. Tenant acknowledges that (a) no representationsgood cause, express or implied, regarding the condition of the Must- Take CB Space have been made by Landlord to Tenant; all implied warranties with respect to the Must-Take CB Space, including but not limited to those of merchantability and fitness for a particular purpose, are expressly negated and waived, and (b) Landlord shall not be required to perform any demolition work unreasonably withheld, conditioned or delayed. Tenant is currently having the Construction Documents for the interior finish and other tenant finish work in the Premises or to provide any allowances therefor, except as expressly set forth in Paragraph 4 below and in the attached Exhibit B. Tenant shall be responsible for performance of any Tenant required improvement work improvements to the Must-Take CB Retained Premises prepared in accordance with: (i) the Space on the terms of the attached Exhibit B. Tenant shall be allowed early entry into the Must-Take CB Space for the performance of the TI Work Plan (as defined above in this Exhibit BC-1); and (ii) information provided to the architect, M&F, or engineer, AHA. Tenant agrees to design the laboratory portions of the Retained Premises, exclusive of the animal research facility, office and other non-laboratory portions of the Retained Premises and except as otherwise consented to by Landlord, such that such early entry the laboratory areas will be generally re-usable by other laboratory users. Tenant shall not interfere with prepare or delay cause the progress of final Construction Documents to be prepared by M&F and AHA and will submit the same to Landlord for Landlord’s Work review and approval no later than ninety (90) days after the date of this Amendment, subject to delays due to Force Majeure. As soon as defined in Paragraph 4 below). If Substantial Completion (as defined in Exhibit B) practicable after receipt of the TI Work occurs prior proposed Construction Documents but in no event more than five (5) business days after receipt thereof, Landlord shall return the proposed Construction Documents to August 1Tenant with Landlord’s suggested modifications and/or approval noted thereon. If, 2010upon receipt of the Landlord’s suggested modifications to the Construction Documents, then provided that if any, Tenant has given wishes to take exception to Landlord’s modifications, Tenant may do so within five (5) business days after the date upon which Tenant receives Landlord’s modifications to the Construction Documents. Landlord and Tenant shall negotiate in good faith to promptly resolve any disagreements and make modifications to the Construction Documents which are acceptable to Landlord a copy and Tenant. The parties shall attempt to reach agreement as soon as possible, and in all events within ten (10) business days after the date upon which Tenant receives Landlord’s proposed modifications to the Construction Documents. Upon resolution of Tenant’s certificate of occupancy for Suite 160 (to include the Must-Take CB Space)any issues, Tenant shall revise the Construction Documents to reflect the applicable changes, and the same shall be allowed early entryresubmitted to Landlord for final approval within seven (7) business days after resolution of any issues and Landlord shall grant its approval or disapproval thereto, and/or state any further objections or proposed modifications, within three (3) business days after receipt thereof. After the first submission and resubmission, Landlord and Tenant agree to restrict further objections or disputes only to matters which have been previously raised but not previously been agreed upon or accepted by the other party. The parties shall, in all events, act with due diligence and in good faith and use all reasonable efforts to reach agreement as soon as possible, and occupancy in all events within twenty (20) business days after the date upon which Tenant first receives the applicable modifications from Landlord which are in issue. The process of submissions and resubmissions shall continue thereafter until final agreement is reached, and in such process, the parties shall thereafter adhere to the three (3) business day response time required after the second resubmission. Each party agrees that its failure to respond to a submission or resubmission within the above-referenced time frames shall constitute such party’s acceptance of the Must-Take CB Space submission or resubmission in question. Upon Landlord and Tenant’s final approval of the Construction Documents, the same shall constitute the “Construction Documents.” The work shown on the Construction Documents shall be deemed the “Tenant Improvement Work” unless otherwise noted thereon. At the times set forth for obtaining varying phases of building permits in the Phasing Schedule and following final approval of the Construction Documents, Landlord agrees to have the GMP Contractor apply to the Town of Xxxxxxx Building Department for a building permit for the commencement construction of business therefrom the Tenant Improvement Work and upon issuance thereof, to cause, subject to all Tenant’s payment for the provisions portions thereof for which Tenant is responsible, the Tenant Improvement Work to be completed, installed or performed, as the case may be, in accordance therewith, subject only to minor variations and/or variations necessitated by the unavailability of the Lease including the insurance requirements specified materials and equipment in Article 11 of the Lease, but excluding liability to pay rent during such early entry period, other than payment by Tenant of utility costs including electric costs associated accordance with the Must-Take CB Space)Construction Documents. Said early possession Except as above provided, no deviation from the Construction Documents shall be made by either party except by written Change Order approved by the other party, which approval shall not advance the scheduled Lease Term expiration date of October 31be unreasonably withheld, 2013conditioned or delayed.

Tenant Improvement Work. Subject to Paragraph 4 below Tenant Acknowledges that it has previously inspected the Premises and to Tenant is accepting the attached Exhibit B and further subject to compliance by Landlord with its repair and maintenance obligations Premises in the Lease, Tenant accepts the Must-Take CB Space for the Term in its “AS-IS” "As Is" condition. Tenant further acknowledges that (a) no representationscertain improvements presently exists or serve the Premises, express such as elevators, windows, air supply equipment, fire sprinklers, and stubbing out of electrical and telephone services to the floor. Tenant agrees that any repair or implied, regarding renovation to any such items or any equipment in the condition Premises to restore same to good working order shall be part of the Must- Take CB Tenant Improvement Work. Tenant shall have a space plan ("Space have been made Plan") prepared by Landlord to Tenant; all implied warranties with respect to the Must-Take CB Space, including but not limited to those of merchantability and fitness for a particular purpose, are expressly negated and waivedSlack Alvarez Associates, and submitted to Landlord for its written approval (b) Landlord which approval shall not be required unreasonably withheld or delayed); which Space Plan shall be prepared at Tenant's expense. Tenant shall submit the space plan to perform Landlord for its approval on or before thirty (30) days after the date of this Lease. Landlord shall approve or request revisions to the Space Plan within five (5) business days after submittal to Landlord and Tenant shall revise the Space Plan (if so requested by the Landlord) and submit such revised Space Plant to Landlord for approval as provided above within (10) days after Landlord so requests. Tenant shall cause its architect and Xxxxxx-Xxxxxx Engineers to promptly prepare or have prepared "Construction Documents" reflecting the final architectural and engineering design consisting of working drawings with detailed plans and specifications substantially in accordance with the approved Space Plan. The Construction Documents shall be delivered to the Landlord for its approval which shall not be unreasonably withheld or delayed within ten (10) days after approval of the Space Plan. The Space Plan and Construction Documents (including architectural) design, engineering specifications, detailed plans and specifications, and final working drawings), are collectively and severally referred to herein as the "Plans". The Plans shall be subject to the review and reasonable approval of Landlord (provided that any demolition work approvals given by Landlord hereunder shall be for Landlord's benefit only with no other party or tenant finish work in person being entitled to rely thereon). Approval of Plans shall not be unreasonably withheld or delayed. In the event of a conflict or inconsistency between the Construction Documents and the Space Plan, the Construction Documents shall control. Tenant shall cause the approved Contractor who is awarded the job to Substantially Complete, build out and improve the Premises or to provide any allowances thereforsubstantially in accordance with building standard finishes, except together with specified upgrades, as expressly set forth in Paragraph 4 below and in the attached Exhibit B. Plans (collectively the "Tenant Improvement Work") which Tenant Improvement Work shall be responsible for performance of any Tenant required improvement work to include without limitation, the Must-Take CB Space on the terms of the attached Exhibit B. Tenant shall be allowed early entry into the Must-Take CB Space for the performance of the TI Work (as defined in Exhibit B) provided that such early entry shall not interfere with or delay the progress of Landlord’s Work (as defined in Paragraph 4 below). If Substantial Completion (as defined in Exhibit B) of the TI Work occurs prior to August 1, 2010, then provided that Tenant has given to Landlord a copy of Tenant’s certificate of occupancy for Suite 160 (to include the Must-Take CB Space), Tenant shall be allowed early entry, use and occupancy of the Must-Take CB Space for the commencement of business therefrom subject to all the provisions of the Lease including the insurance requirements in Article 11 of the Lease, but excluding liability to pay rent during such early entry period, other than payment by Tenant of utility costs including electric costs associated with the Must-Take CB Space). Said early possession shall not advance the scheduled Lease Term expiration date of October 31, 2013.following:

Tenant Improvement Work. Subject Tenant shall be solely responsible for managing the Tenant Design Work in accordance with the provisions of this Section 4.3(B). Tenant shall cause Tenant’s Architect to Paragraph 4 below prepare Tenant Plans for the Tenant Improvement Work. Landlord shall obtain a LEED certification of the Property and Xxxxxx agrees to design the Tenant Improvement Work in a manner which is consistent with obtaining the Required LEED Certification. Tenant shall submit to Landlord for Landlord’s approval the following plans on or before the applicable Tenant’s Plan Submission Dates set forth in Exhibit B-2 (subject to Force Majeure and Landlord Delay, as defined in Section 4.4): an initial set of schematic design plans (“Tenant Schematic Plans”), a set of design development plans (“Tenant DD Plans”) and a full set of construction drawings (as said construction drawings may thereafter be modified by any Change Orders which are approved by Landlord and Tenant, the “Tenant Construction Plans”) for Tenant Improvement Work (collectively, the “Tenant Plans”). The Tenant Construction Plans shall contain at least the information required by, and shall conform to the attached requirements of, Exhibit B and further subject to compliance by B-1. Landlord with shall not unreasonably withhold or delay its repair and maintenance obligations in the Lease, Tenant accepts the Must-Take CB Space for the Term in its “AS-IS” condition. Tenant acknowledges that (a) no representations, express or implied, regarding the condition approval of the Must- Take CB Space have been made by Landlord to Tenant; all implied warranties Tenant Schematic Plans, the Tenant DD Plans, or the Tenant Construction Plans, except that the standard for Landlord’s approval with respect to aesthetic matters relating to elements shown on the MustTenant Plans which are visible outside the Premises shall be Landlord’s bona fide business judgment. Landlord shall, in good faith, advise Tenant of any Long-Take CB SpaceLead Items at the time that Landlord approves any Tenant Plans showing such Long-Lead Items. Xxxxxxxx agrees to respond in writing to any Tenant Schematic Plans, including but not limited Tenant DD Plans or Tenant Construction Plans within the following time periods: Tenant Schematic Plans: Fifteen (15) business days from receipt by Landlord Tenant DD Plans: Twenty (20) business days from receipt by Landlord Tenant Construction Plans: Twenty-five (25) business days from receipt by Landlord Landlord will use reasonable efforts to those of merchantability and fitness for a particular purposeidentify any material changes that Landlord will require to the applicable Tenant Plans as soon as possible during the aforesaid review periods, are expressly negated and waived, and (b) Landlord provided that Landlord’s failure to do so shall not be required deemed to perform any demolition work or tenant finish work in the Premises or to provide any allowances therefor, except as expressly set forth in Paragraph 4 below and in the attached Exhibit B. Tenant shall be responsible for performance of any Tenant required improvement work to the Must-Take CB Space on the terms of the attached Exhibit B. Tenant shall be allowed early entry into the Must-Take CB Space for the performance of the TI Work a Landlord Delay (as defined in Exhibit BSection 4.4(H) provided that such early entry shall not interfere with or delay the progress of Landlord’s Work (as defined in Paragraph 4 below). If Substantial Completion (as defined in Exhibit B) of the TI Work occurs prior to August 1, 2010, then provided that Tenant has given to Landlord a copy of Tenant’s certificate of occupancy for Suite 160 (to include the Must-Take CB Space), Tenant shall be allowed early entry, use and occupancy of the Must-Take CB Space for the commencement of business therefrom subject to all the provisions of the Lease including the insurance requirements in Article 11 of the Lease, but excluding liability to pay rent during such early entry period, other than payment by Tenant of utility costs including electric costs associated with the Must-Take CB Space). Said early possession shall not advance the scheduled Lease Term expiration date of October 31, 2013.

Tenant Improvement Work. Subject Tenant, at Tenant's sole cost and ----------------------- expense (except for Landlord's obligation to Paragraph 4 below pay to Tenant the Tenant Improvement Allowance described below), shall construct certain tenant improvements and complete certain work (collectively, the "Tenant Improvement Work") in the Premises, as more particularly described herein. The Tenant Improvement Work shall be performed by Tenant's Contractor (defined below) in accordance with plans and specifications (the "Plans and Specifications") prepared by Tenant's Architect (defined below) and approved by Landlord in writing, which approval shall not be unreasonably withheld or delayed. At Landlord's election, Tenant shall arrange for Tenant's Architect to prepare working drawings (the "Working Drawings") of the proposed improvements based upon the Plans and Specifications and submit the Working Drawings to Landlord for its review and approval. The Tenant Improvement Work performed in the Building shall conform to Landlord's Building specifications for interior improvements. The Tenant Improvement Work shall include (i) replacing the carpet in the aisle ways and lunch area of the Building, (ii) inspecting the existing heating, ventilation and air conditioning units (the "HVAC Units") and systems (the "HVAC Systems"), (iii) adding heat to those HVAC Units that currently do not provide heat and, to the attached Exhibit B extent necessary, repairing and/or replacing the inoperable or deficient HVAC Units and/or portions of the HVAC Systems, (iv) refurbishing the landscaping on the Lot in accordance with a landscaping plan prepared by Tenant and further subject to compliance approved by Landlord with its repair and maintenance obligations Landlord, (v) upgrading all of the lights in the Lease, Tenant accepts Building and on the Must-Take CB Space for the Term in its “AS-IS” condition. Tenant acknowledges that (a) no representations, express or implied, regarding the condition of the Must- Take CB Space have been made by Landlord to Tenant; all implied warranties with respect to the Must-Take CB Space, including but not limited to those of merchantability and fitness for a particular purpose, are expressly negated and waivedLot, and (bvi) Landlord other miscellaneous items of deferred maintenance to the Building and Lot selected by Tenant. Landlord, at its election, shall not be required have the right to perform any demolition work or tenant finish work in the Premises or reasonably employ consultants to provide any allowances therefor, except as expressly set forth in Paragraph 4 below review Tenant's Plans and in the attached Exhibit B. Specifications and Working Drawings and Tenant shall be responsible reimburse Landlord for performance of any Tenant required improvement work to the Must-Take CB Space on the terms of the attached Exhibit B. reasonable cost incurred by Landlord for such consultants within ten (10) days after Landlord's written request therefor. Tenant shall be allowed early entry into complete the Must-Take CB Space for Tenant Improvement Work within one (1) year after the performance date of the TI Work (as defined this Amendment in Exhibit B) provided that such early entry shall not interfere with or delay the progress of Landlord’s Work (as defined in Paragraph 4 below). If Substantial Completion (as defined in Exhibit B) of the TI Work occurs prior to August 1, 2010, then provided that Tenant has given to Landlord a copy of Tenant’s certificate of occupancy for Suite 160 (to include the Must-Take CB Space), Tenant shall be allowed early entry, use and occupancy of the Must-Take CB Space for the commencement of business therefrom subject to all the provisions of the Lease including the insurance requirements in Article 11 of the Lease, but excluding liability to pay rent during such early entry period, other than payment by Tenant of utility costs including electric costs associated accordance with the Must-Take CB Space). Said early possession shall not advance the scheduled Lease Term expiration date of October 31, 2013Plans and Specifications and Working Drawings approved by Landlord.

Tenant Improvement Work. Subject Tenant acknowledges and agrees that Tenant shallaccept the Expansion Space in its as-is condition. Furthermore, Tenant and Landlord and agree that Landlord shall not be obligated to Paragraph 4 below and provide or pay for any improvement work or services related to the attached Exhibit B improvement of the Expansion Space. Any and further subject to compliance by Landlord all Tenant improvements for theExpansion Space shall follow the procedure outlined in the Lease and shall be considered Alterations. Tenant shall provide all documents and comply with its repair and maintenance obligations all requirements of the Alterations article in the Lease. Notwithstanding the foregoing, provided Tenant accepts is not in default under the Mustterms and conditions of the Lease beyond any applicable grace or cure period, Landlord shall contribute Twenty-Take CB Space Two Thousand Eight Hundred Ninety-Seven and 88/100 ($22,897.88) dollars to Tenant towards the actual costs incurred by Tenant to complete Tenant’s work (“Landlord’s Contribution”). Landlord’s Contribution may be applied by Tenant to the costs incurred by Tenant for labor engaged in the construction of Tenant’s work, materials delivered to the Premises in connection with the Tenant’s work, permits, and architectural fees, impact fees (to the extent not paid by Landlord), consulting and engineering fees incurred by Tenant for the Term in its “AS-IS” conditiondesign, permitting, and construction of Tenant’s work. Landlord’s Contribution shall not be used by Tenant acknowledges that (a) for the costs of Tenant’s trade fixtures and equipment. At Tenant’s written election to Landlord, Landlord shall credit the Landlord’s Contribution towards the Base Rent, Operating Expenses and additional Rent. Such credit shall be applied by Landlord no representations, express or implied, regarding earlier than the condition first anniversary of the Must- Take CB Space have Expansion Date and no later than one hundred twenty (120) days after Landlord’s receipt of (i) a statement from Tenant’s general contractor or architect affirming that all of Tenant’s work has been made completed and paid for by Landlord to Tenant; all implied warranties (ii) a final, unconditional lien waiver from Tenant’s general contractor performing Tenant’s work; and (iii) if required, a temporary Certificate of Completion or Occupancy (or similar equivalent) for the Total Premises issued by the applicable governmental authority that allows Tenant to use and occupy the Total Premises for the Permitted Uses. If Tenant stores, uses or disposes of any chemicals in the Expansion Space or uses the Expansion Space in any way that would require to ventilate the Expansion Space according to an ASHRE/laboratory standard Tenant shall comply with respect such standards at Tenant’s sole cost and expense. If the Expansion Space requires any changes to the Must-Take CB Spacebuilding systems, including but not limited to, ventilation or modifications to those of merchantability and fitness for a particular purposethe HVAC system, are expressly negated and waivedelectrical or water systems, and (b) Landlord shall not be required to perform any demolition work such changes or tenant finish work in the Premises or to provide any allowances therefor, except as expressly set forth in Paragraph 4 below and in the attached Exhibit B. Tenant modifications shall be responsible for performance of any completed by Tenant required improvement work to the Must-Take CB Space on the terms of the attached Exhibit B. Tenant shall be allowed early entry into the Must-Take CB Space for the performance of the TI Work (as defined in Exhibit B) provided that such early entry shall not interfere with or delay the progress of Landlord’s Work (as defined in Paragraph 4 below). If Substantial Completion (as defined in Exhibit B) of the TI Work occurs prior to August 1, 2010, then provided that Tenant has given to Landlord a copy of at Tenant’s certificate of occupancy for Suite 160 (to include the Must-Take CB Space), Tenant shall be allowed early entry, use sole cost and occupancy of the Must-Take CB Space for the commencement of business therefrom subject to all the provisions of the Lease including the insurance requirements in Article 11 of the Lease, but excluding liability to pay rent during such early entry period, other than payment by Tenant of utility costs including electric costs associated with the Must-Take CB Space). Said early possession shall not advance the scheduled Lease Term expiration date of October 31, 2013expense.

Tenant Improvement Work. Subject to Paragraph 4 below and to the attached Exhibit B and further subject to compliance by Landlord with its repair and maintenance obligations in the Lease, Tenant accepts the Must-Take CB Space for the Term in its “AS-IS” condition. Tenant acknowledges that (a) no representationsWithin ten (10) days following the execution and delivery of this Lease by the parties, express Tenant shall cause to be prepared and completed by an architect selected by Tenant, and approved by Landlord, Preliminary Plans and Specifications for the tenant improvement work to the Premises to be performed by Tenant (the “Tenant Improvement Work”). Said Preliminary Plans and Specifications shall be subject to Landlord’s approval, which approval shall not be unreasonably withheld or implieddelayed. Landlord shall provide Tenant with a tenant improvement allowance of $200,000 (the “Tenant Improvement Allowance”) to be used exclusively to design and construct the Tenant Improvements, regarding including the condition installation of Tenant’s telecommunications equipment, electrical cabling, security system, and for Tenant’s cubicles. All of such work shall be performed by a contractor approved by Landlord as set forth in 1(b) below. The entire balance of the Must- Take CB Space have been made cost of the Tenant Improvement Work shall be paid by Landlord Tenant, except that the cost of Landlord’s Work required to Tenant; all implied warranties cause the Premises to comply with the requirements of the City Building Department and the County Fire Department with respect to the Must-Take CB Spacebuilding code and the fire code, including but not limited the requirements of Title 24 and the Americans With Disabilities Act, as of the Commencement Date shall be paid by Landlord pursuant to those of merchantability and fitness for a particular purpose, are expressly negated and waivedParagraph 2 below, and (b) Landlord such cost shall not be required charged to perform any demolition work or tenant finish work in the Premises or to provide any allowances therefor, except as expressly set forth in Paragraph 4 below and in the attached Exhibit B. Tenant Improvement Allowance. The Tenant Improvement Allowance shall be responsible paid promptly by Landlord to Tenant as Tenant incurs the related expenses and upon written request by Tenant to Landlord accompanied by copies of the invoices submitted to Tenant by Tenant’s contractor for performance of any Tenant required improvement work to the Must-Take CB Space progress payments on the terms Tenant Improvement Work, or by copies of the attached Exhibit B. Tenant shall be allowed early entry into the Must-Take CB Space invoices for the performance of the TI Work (as defined in Exhibit B) provided that such early entry shall not interfere with or delay the progress of Landlord’s Work (as defined in Paragraph 4 below). If Substantial Completion (as defined in Exhibit B) of the TI Work occurs prior other items referred to August 1, 2010, then provided that Tenant has given to Landlord a copy of Tenant’s certificate of occupancy for Suite 160 (to include the Must-Take CB Space), Tenant shall be allowed early entry, use and occupancy of the Must-Take CB Space for the commencement of business therefrom subject to all the provisions of the Lease including the insurance requirements in Article 11 of the Lease, but excluding liability to pay rent during such early entry period, other than payment by Tenant of utility costs including electric costs associated with the Must-Take CB Space). Said early possession shall not advance the scheduled Lease Term expiration date of October 31, 2013above.

Tenant Improvement Work. Subject All work to Paragraph 4 below and to be completed in connection with the attached Exhibit B and further subject to compliance Project by Landlord with its repair or Landlord's affiliate which is over and maintenance obligations in above the LeaseBuilding Shell Work shall be deemed to be "Tenant Improvement Work". Landlord, Tenant accepts or Landlord's affiliate, shall serve as the Must-Take CB Space General Contractor for the Term in its “AS-IS” conditionTenant Improvement Work. Tenant acknowledges that shall have the right to require Landlord to competitively bid subcontracts and/or to require Landlord to obtain at least three (a3) no representations, express or implied, regarding competitive bids for each major trade necessary to complete the condition Tenant Improvement Work. Copies of all said bids for the Must- Take CB Space have been made Tenant Improvement Work shall be provided by Landlord to Tenant; . Landlord, or its affiliate, shall receive seven percent (7%) of the "Tenant Improvement Construction Cost" (hereinafter defined) as its fee for serving as General Contractor of the Tenant Improvement Work. For purposes of this SECTION 1.10, "Tenant Improvement Construction Cost" shall be the total of (a) the final subcontract sums of all implied warranties with respect construction subcontracts, including sales, use or similar taxes, procured by Landlord or its affiliate for the Tenant Improvement Work (but this shall not preclude Tenant from contracting directly for improvements or installations to the Must-Take CB SpaceLeased Premises, including such as data and telephone cabling and modular partition installations, which if contracted directly and the completion of which is not supervised by Landlord or Landlord's affiliate shall not be deemed to be a Tenant Improvement Construction Cost but not limited rather shall be deemed to those of merchantability and fitness for a particular purposebe "Tenant Improvements By Tenant"), are expressly negated and waived, and (b) Landlord shall remuneration, including welfare or other benefits payable to personnel of Landlord's (or Landlord's affiliate) when stationed at the Project field office, but in an amount not be required to perform any demolition work or tenant finish work exceed $25,000.00 in the Premises aggregate, (c) subject to prior written approval of Tenant, fees of testing laboratories and services, if any, (d) costs, including transportation and maintenance, of all materials, supplies, equipment, and temporary facilities reasonably and necessarily used or to provide any allowances therefor, except as expressly set forth consumed in Paragraph 4 below and in the attached Exhibit B. Tenant shall be responsible for performance of any Tenant required improvement work to the Must-Take CB Space on the terms of the attached Exhibit B. Tenant shall be allowed early entry into the Must-Take CB Space for the performance of the TI Tenant Improvement Work, (e) losses and expenses, not compensated by insurance or otherwise, sustained by Landlord or Landlord's affiliate in connection with the Tenant Improvement Work, provided said loss or expense is not due to Landlord or Landlord's affiliate's negligence, but in an amount not to exceed $10,000.00 in the aggregate, (f) costs of the building permit for the Tenant Improvement Work and for other permits, licenses and inspections reasonably and necessarily attendant to the Tenant Improvement Work, (g) subject to prior written approval of Tenant, the portion of reasonable travel and subsistence expenses of Landlord or its affiliate's officers or employees incurred while traveling in the discharge of their duties reasonably, necessarily and specifically connected with the Tenant Improvement Work. Except as specifically provided above, no other costs or expenses (including, without limitation, general conditions) shall be included in the Tenant Improvement Construction Costs. Tenant shall have the right to select specific trade subcontractors to perform the Tenant Improvement Work, subject to Landlord's reasonable approval, which approval shall not be unreasonably withheld, conditioned or delayed. Nonetheless, Landlord shall have the right to reject subcontractors so selected by Tenant if in Landlord's reasonable opinion the selection of said subcontractors will have a negative affect on the Substantial Completion of the Project and/or on the Project Schedule. Plans for the Tenant Improvement Work shall be prepared by Tenant's interior space designer (in cooperation with Landlord, Tenant and the Building Architect) ("Tenant Improvement Plans") and Tenant's interior space designer shall certify that said Tenant Improvement Plans have been prepared in accordance with all applicable codes, ordinances, laws and regulations and are complete in all material respects. Landlord shall cause the Tenant Improvement Work to be completed (i) in a good and workmenlike manner, free of any mechanics liens or any other liens which could cause a forfeiture of any of Tenant's rights hereunder or which could interfere with Tenant's quiet enjoyment of the Leased Premises or the Permitted Uses [and if any such forfeiture or interference is actually threatened, Landlord shall provide for the release of such lien(s) by bonding or otherwise], at its sole cost and expense and (ii) in accordance with said Tenant Improvement Plans and the Project Schedule. The reasonable and necessary Tenant Improvement Construction Costs of the Tenant Improvement Work actually incurred shall be paid by Landlord on a percentage of completion basis [but with a retention (absent an agreement between Landlord and Tenant to the contrary) of not less than five percent (5%)] following receipt of appropriate invoices (and Landlord shall promptly provide copies of said invoices for the Tenant Improvement Work to Tenant and shall keep Tenant generally appraised of all payments made for said Tenant Improvement Construction Cost). Landlord shall apply, pro tanto, the Tenant Improvement Allowance (as defined in Exhibit Bhereinafter defined) provided that such early entry shall not interfere with or delay toward the progress of Tenant Improvement Construction Cost as the cost thereof becomes payable. Landlord’s Work (as defined in Paragraph 4 below). If Substantial Completion (as defined in Exhibit B) 's application of the TI Work occurs prior Tenant Improvement Allowance to August 1, 2010, then provided that the Tenant has given Improvement Construction Cost shall be subject to Landlord a copy reasonable rights of review and approval of each such application by Tenant’s certificate of occupancy for Suite 160 (to include . To the Must-Take CB Space)extent the Tenant Improvement Construction Costs exceed the Tenant Improvement Allowance, Tenant shall be allowed early entryreimburse Landlord, use and occupancy on a monthly basis, following receipt by Tenant from Landlord of invoices in reasonable detail for Tenant Improvement Construction Costs for completed Tenant Improvement Work in excess of the Must-Take CB Space for the commencement of business therefrom subject to all the provisions Tenant Improvement Allowance. Upon Substantial Completion of the Lease including the insurance requirements in Article 11 Project, if any portion of the Tenant Improvement Allowance is not expended as aforesaid or otherwise in this Lease provided, Landlord shall, at Tenant's direction pay any remaining portion directly to Tenant's Contractors for Tenant Improvements By Tenant or shall pay said sum directly to Tenant or shall apply same to Rent next coming due pursuant to the terms of this Lease, but excluding liability . Any disputes between Landlord and Tenant as to pay rent during such early entry period, other than payment by the construction and completion of Tenant of utility costs including electric costs associated with Improvement Work or the Must-Take CB Space). Said early possession Tenant Improvement Construction Costs shall not advance the scheduled Lease Term expiration date of October 31, 2013be submitted to Dispute Resolution as provided in SECTION 3.22 hereof.

Tenant Improvement Work. Subject Following the Commencement Date, Tenant shall commence to Paragraph 4 below install Tenant's Equipment and other improvements on the Premises in accordance with the plans and specifications dated , prepared by , Xxxxxx's architect or engineer which have been approved by Authority (such work is called the "Tenant Improvement Work" or "Tenant Improvements" and such plans and specifications are called the "Approved Plans"). A copy of the Approved Plans is attached hereto as Exhibit C. The Approved Plans may be altered, subject to the attached Exhibit B prior written and reasonable approval of Authority, if required in order for Tenant to obtain any permits or approvals necessary for construction of the Tenant Improvements. Tenant shall be responsible, at its cost, for performing the Tenant Improvement Work in accordance with the Approved Plans and otherwise in compliance with the standards contained in Section 8.1 (Tenant's Alterations). Tenant shall further subject be responsible, at its cost, for obtaining all permits and licenses required in connection with the Tenant Improvements and satisfy any conditions or mitigation measures approved in connection therewith. No Tenant Improvement Work shall commence until Tenant has first obtained all necessary permits and approvals for Tenant to compliance by Landlord with its repair be legally entitled to construct the Tenant Improvements and maintenance obligations in the Leasehas provided a copy of those permits and approvals to SFMTA. Tenant shall not: (i) alter, Tenant accepts the Must-Take CB Space replace, modify, or add to any of Tenant’s Equipment, or (ii) make a request to City’s Planning Department for the Term any zoning, design and environmental approvals needed from City, in its regulatory capacity, for such proposed modifications (“AS-IS” conditionPlanning Department Approvals”), without Authority’s prior written consent, which may be withheld or conditioned in Authority’s sole discretion. Tenant acknowledges that (a) no representations, express or implied, regarding the condition Authority’s approval of any proposed modification of the Must- Take CB Space have been made Tenant Equipment requested by Landlord Tenant pursuant to Tenant; all implied warranties with respect this Lease may be conditioned on, among other requirements, changes to improve the design or reduce the impact of the proposed modifications to the Must-Take CB Space, including but not limited to those of merchantability and fitness for a particular purpose, are expressly negated and waivedsurrounding environment, and (b) Landlord shall not be required conditioned on written evidence that City’s Planning Department has granted the Planning Department Approvals for such proposed modification. If Tenant wishes to perform make any demolition work exchange or tenant finish work replacement of Tenant’s Equipment within the Premises that requires Authority’s written consent, Authority shall have the right to condition its approval of such requested exchange or replacement on and increase in the Base Rent, in accordance with the Equipment Schedule attached hereto as Exhibit E and incorporated herein by this reference. Tenant acknowledges that Authority shall have the sole discretion in deciding whether to approve any proposed addition to the Tenant’s Equipment within the Premises or to provide any allowances therefor, except as expressly set forth in Paragraph 4 below and in the attached Exhibit B. Tenant shall be responsible for performance of any Tenant required improvement work to the Must-Take CB Space on the terms proposed exchange or replacement of the attached Exhibit B. Tenant shall be allowed early entry into the Must-Take CB Space for the performance Tenant’s Equipment that would result in any expansion of the TI Work (as defined Premises, including the right to condition such approval on an increase in Exhibit B) provided that such early entry shall not interfere with Base Rent. Notwithstanding the foregoing, Tenant may perform any maintenance, repairs, like-for-like exchanges or delay the progress of Landlord’s Work (as defined in Paragraph 4 below). If Substantial Completion (as defined in Exhibit B) of the TI Work occurs prior to August 1, 2010, then provided that Tenant has given to Landlord a copy similar replacements of Tenant’s certificate Equipment and may make modifications within the interior of occupancy for Suite 160 any of Tenant’s Equipment without prior approval of Authority so long as the like-for-like exchanges or similar replacements of Tenant’s Equipment do not pose any greater danger to the Building than the Tenant’s Equipment to be so exchanged or replaced, will comply with Section 12.3 (to include the Must-Take CB SpaceFloor Load), and Tenant shall be allowed early entryobtains all regulatory approvals required for such exchanges, use and occupancy of the Must-Take CB Space for the commencement of business therefrom subject to all the provisions of the Lease including the insurance requirements in Article 11 of the Leasereplacement, but excluding liability to pay rent during such early entry period, other than payment by Tenant of utility costs including electric costs associated with the Must-Take CB Space). Said early possession shall not advance the scheduled Lease Term expiration date of October 31, 2013or modifications.

Tenant Improvement Work. Subject to Paragraph 4 below and to the attached Exhibit B and further subject to compliance by Landlord with its repair and maintenance obligations in the Lease, Tenant accepts the Must-Take CB Space for the Term in its “AS-IS” condition. Tenant acknowledges that (a) no representationsConcurrently with the execution and delivery of this Agreement, express or implied, regarding Lessor shall provide Lessee with a tenant improvement allowance of One Hundred Three Thousand One Hundred Twenty Dollars ($103,120) ($5.00 per rentable square foot) (the condition “Tenant Improvement Allowance”) to defray a portion of the Must- Take CB Space have been made by Landlord to Tenant; all implied warranties with respect cost of the improvements to the Must-Take CB SpacePremises which shall be mutually approved in writing by Lessor and Lessee (“Tenant Improvement Work”). The entire cost of the Tenant Improvement Work in excess of the Tenant Improvement Allowance, including but not limited if any, shall be paid by Lessee. The cost of obtaining approval by of the City of Menlo Park of a merger of the Building #5 Land (1330 O’Brien Drive) and the Building #6 Land (1360 O’Brien Drive) to those of merchantability be occupied by Lessee pursuant to the new Lease dated March 26, 2003 between Lessor and fitness for a particular purpose, are expressly negated and waivedLessee, and the cost of connecting Building #6 and Building #5 pursuant to plans approved by Lessor and Lessee shall be included in the cost of the Tenant Improvement Work. Subject to Lessor’s prior written approval of the plans and specifications for the Tenant Improvement Work for both Building #6 and Building #5, Lessee may combine the Tenant Improvement Allowance for the Premises (bBuilding #6) Landlord and the Tenant Improvement Allowance for 1330 O’Brien Drive (Building #5) and apply the combined Tenant Improvement Allowance to either Building #6 or Building #5 in its entirety, provided that Lessor shall not be required obligated to perform approve the plans and specifications for any demolition work or tenant finish work of such Tenant Improvement Work if, in the Premises or to Lessor’s judgment, such plans and specifications provide any allowances therefor, except as expressly set forth in Paragraph 4 below and in the attached Exhibit B. Tenant shall be responsible for performance of any Tenant required improvement work to the Must-Take CB Space on the terms of the attached Exhibit B. Tenant shall be allowed early entry into the Must-Take CB Space for the performance of any of such Tenant Improvement Work in a manner that could adversely affect the TI Work (as defined in Exhibit B) provided that such early entry shall not interfere with leasing of either Building #6 or delay the progress of Landlord’s Work (as defined in Paragraph 4 below). If Substantial Completion (as defined in Exhibit B) of the TI Work occurs prior Building #5 to August 1, 2010, then provided that Tenant has given to Landlord a copy of Tenant’s certificate of occupancy for Suite 160 (to include the Must-Take CB Space), Tenant shall be allowed early entry, use and occupancy of the Must-Take CB Space for the commencement of business therefrom subject to all the provisions of the Lease including the insurance requirements in Article 11 of the Lease, but excluding liability to pay rent during such early entry period, other than payment by Tenant of utility costs including electric costs associated with the Must-Take CB Space). Said early possession shall not advance the scheduled Lease Term expiration date of October 31, 2013future tenant.

Tenant Improvement Work. Subject Following the Commencement Date, Tenant shall commence to Paragraph 4 below install Tenant's Equipment and other improvements on the Premises in accordance with the plans and specifications dated , prepared by , Xxxxxx's architect or engineer, which have been approved by City (such work is called the "Tenant Improvement Work" or "Tenant Improvements" and such plans and specifications are called the "Approved Plans"). A copy of the Approved Plans is attached hereto as Exhibit C. The Approved Plans may be altered, subject to the attached Exhibit B prior written and reasonable approval of City, if required in order for Tenant to obtain any permits or approvals necessary for construction of the Tenant Improvements. Tenant shall be responsible, at its cost, for performing the Tenant Improvement Work in accordance with the Approved Plans and otherwise in compliance with the standards contained in Section 8.1 (Tenant's Alterations). Tenant shall further subject be responsible, at its cost, for obtaining all permits and licenses required in connection with the Tenant Improvements and satisfy any conditions or mitigation measures approved in connection therewith. No Tenant Improvement Work shall commence until Tenant has first obtained all necessary permits and approvals for Tenant to compliance by Landlord with its repair be legally entitled to construct the Tenant Improvements and maintenance obligations in has provided a copy of those permits and approvals to the LeaseSFMTA. Tenant shall not: (i) alter, Tenant accepts the Must-Take CB Space replace, modify, or add to any of Tenant’s Equipment, or (ii) make a request to City’s Planning Department for the Term any zoning, design and environmental approvals needed from City, in its regulatory capacity, for such proposed modifications (“AS-IS” conditionPlanning Department Approvals”), without City’s prior written consent, which may be withheld or conditioned in City’s sole discretion. Tenant acknowledges that (a) no representations, express or implied, regarding the condition City’s approval of any proposed modification of the Must- Take CB Space have been made Tenant Equipment requested by Landlord Tenant pursuant to Tenant; all implied warranties with respect this Lease may be conditioned on, among other requirements, changes to improve the design or reduce the impact of the proposed modifications to the Must-Take CB Space, including but not limited to those of merchantability and fitness for a particular purpose, are expressly negated and waivedsurrounding environment, and (b) Landlord shall not be required conditioned on written evidence that City’s Planning Department has granted the Planning Department Approvals for such proposed modification. If Tenant wishes to perform make any demolition work exchange or tenant finish work replacement of Tenant’s Equipment within the Premises that requires City’s written consent, City shall have the right to condition its approval of such requested exchange or replacement on and increase in the Base Rent, in accordance with the Equipment Schedule attached hereto as Exhibit E and incorporated herein by this reference. Tenant acknowledges that City shall have the sole discretion in deciding whether to approve any proposed addition to the Tenant’s Equipment within the Premises or to provide any allowances therefor, except as expressly set forth in Paragraph 4 below and in the attached Exhibit B. Tenant shall be responsible for performance of any Tenant required improvement work to the Must-Take CB Space on the terms proposed exchange or replacement of the attached Exhibit B. Tenant shall be allowed early entry into the Must-Take CB Space for the performance Tenant’s Equipment that would result in any expansion of the TI Work (as defined Premises, including the right to condition such approval on an increase in Exhibit B) provided that such early entry shall not interfere with Base Rent. Notwithstanding the foregoing, Tenant may perform any maintenance, repairs, like-for-like exchanges or delay the progress of Landlord’s Work (as defined in Paragraph 4 below). If Substantial Completion (as defined in Exhibit B) of the TI Work occurs prior to August 1, 2010, then provided that Tenant has given to Landlord a copy similar replacements of Tenant’s certificate Equipment and may make modifications within the interior of occupancy for Suite 160 any of Tenant’s Equipment without prior approval of City so long as the like-for-like exchanges or similar replacements of Tenant’s Equipment do not pose any greater danger to the Building than the Tenant’s Equipment to be so exchanged or replaced, will comply with Section 12.3 (to include the Must-Take CB SpaceFloor Load), and Tenant shall be allowed early entryobtains all regulatory approvals required for such exchanges, use and occupancy of the Must-Take CB Space for the commencement of business therefrom subject to all the provisions of the Lease including the insurance requirements in Article 11 of the Leasereplacement, but excluding liability to pay rent during such early entry period, other than payment by Tenant of utility costs including electric costs associated with the Must-Take CB Space). Said early possession shall not advance the scheduled Lease Term expiration date of October 31, 2013or modifications.

Tenant Improvement Work. Subject to Paragraph 4 below and Landlord shall provide Tenant with a tenant improvement allowance in the amount of FIVE AND NO/100 DOLLARS ($5.00) per usable square foot (the "Tenant Improvement Allowance") for work in preparing the Leased Premises for Tenant's use ("Tenant Work"). In determining the number of useable square feet applicable to the attached Exhibit B Leased Premises for purposes of calculating the Tenant Improvement Allowance, the Landlord shall utilize the definition of usable square feet established by BOMA. A portion of the Tenant Improvement Allowance may be used for design fees at Landlord's discretion. The Tenant Improvement Allowance shall be disbursed by the Landlord in accordance with Landlord's requirements. The Tenant Improvement Allowance shall be used solely for the costs of Leasehold Improvements, and further subject to compliance no portion of the Tenant Improvement Allowance shall be used for furniture, personal property, working capital or any other purposes. Items constituting "Leasehold Improvements" shall be determined by Landlord with its repair and maintenance obligations may include, but shall not be limited to, all interior demising walls, flooring, electrical materials and equipment, mechanical, plumbing and life-safety equipment in the LeasePremises. Any costs and expenses of the Tenant Work that exceed or are not covered by the Tenant Improvement Allowance ("Excess Costs") shall be the responsibility of and shall be paid by Tenant. In order to ensure a consistent and attractive appearance of the Building, Landlord may provide window treatments that Tenant accepts shall use in the Must-Take CB Space Leased Premises, but the costs for said window treatments shall be paid from the Term Tenant Improvement Allowance. Tenant shall cooperate with Landlord in developing plans for Tenant Work, but all Tenant Work shall be designed, performed and/or constructed by architects, engineers, contractors and/or other appropriate persons or entities chosen, hired, engaged or employed by Landlord, unless Landlord elects, in its “AS-IS” conditiondiscretion, to permit the Tenant itself to complete the Tenant Work. Any dispute with respect to Tenant acknowledges that (a) no representations, express or implied, regarding the condition of the Must- Take CB Space have been made Work shall be conclusively resolved by an architect chosen by Landlord to Tenant; all implied warranties with respect Landlord's satisfaction. Upon Landlord's request the details of and specific requirements relating to the Must-Take CB Space, including but not limited to those of merchantability and fitness for a particular purpose, are expressly negated and waived, and (b) Landlord Tenant Work shall not be required to perform any demolition work or tenant finish work in the Premises or to provide any allowances therefor, except as expressly more fully set forth in Paragraph 4 below and in the attached Exhibit B. Tenant a work letter on Landlord's customary forum which shall be responsible for performance of any Tenant required improvement work to the Must-Take CB Space on the terms of the attached Exhibit B. Tenant shall be allowed early entry into the Must-Take CB Space for the performance of the TI Work (as defined in Exhibit B) provided that such early entry shall not interfere with or delay the progress of Landlord’s Work (as defined in Paragraph 4 below). If Substantial Completion (as defined in Exhibit B) of the TI Work occurs prior to August 1, 2010, then provided that Tenant has given to executed by Landlord a copy of and Tenant’s certificate of occupancy for Suite 160 (to include the Must-Take CB Space), Tenant shall be allowed early entry, use and occupancy of the Must-Take CB Space for the commencement of business therefrom subject to all the provisions of the Lease including the insurance requirements in Article 11 of the Lease, but excluding liability to pay rent during such early entry period, other than payment by Tenant of utility costs including electric costs associated with the Must-Take CB Space). Said early possession shall not advance the scheduled Lease Term expiration date of October 31, 2013.

Tenant Improvement Work. Subject Following the Commencement Date, Tenant shall commence to Paragraph 4 below install Tenant's Equipment and other improvements on the Premises in accordance with the plans and specifications dated , prepared by , Tenant's architect or engineer which have been approved by Authority (such work is called the "Tenant Improvement Work" or "Tenant Improvements" and such plans and specifications are called the "Approved Plans"). A copy of the Approved Plans is attached hereto as Exhibit C. The Approved Plans may be altered, subject to the attached Exhibit B prior written and reasonable approval of Authority, if required in order for Tenant to obtain any permits or approvals necessary for construction of the Tenant Improvements. Tenant shall be responsible, at its cost, for performing the Tenant Improvement Work in accordance with the Approved Plans and otherwise in compliance with the standards contained in Section 8.1 (Tenant's Alterations). Tenant shall further subject be responsible, at its cost, for obtaining all permits and licenses required in connection with the Tenant Improvements and satisfy any conditions or mitigation measures approved in connection therewith. No Tenant Improvement Work shall commence until Tenant has first obtained all necessary permits and approvals for Tenant to compliance by Landlord with its repair be legally entitled to construct the Tenant Improvements and maintenance obligations in the Leasehas provided a copy of those permits and approvals to SFMTA. Tenant shall not: (i) alter, Tenant accepts the Must-Take CB Space replace, modify, or add to any of Tenant’s Equipment, or (ii) make a request to City’s Planning Department for the Term any zoning, design and environmental approvals needed from City, in its regulatory capacity, for such proposed modifications (“AS-IS” conditionPlanning Department Approvals”), without Authority’s prior written consent, which may be withheld or conditioned in Authority’s sole discretion. Tenant acknowledges that (a) no representations, express or implied, regarding the condition Authority’s approval of any proposed modification of the Must- Take CB Space have been made Tenant Equipment requested by Landlord Tenant pursuant to Tenant; all implied warranties with respect this Lease may be conditioned on, among other requirements, changes to improve the design or reduce the impact of the proposed modifications to the Must-Take CB Space, including but not limited to those of merchantability and fitness for a particular purpose, are expressly negated and waivedsurrounding environment, and (b) Landlord shall not be required conditioned on written evidence that City’s Planning Department has granted the Planning Department Approvals for such proposed modification. If Tenant wishes to perform make any demolition work exchange or tenant finish work replacement of Tenant’s Equipment within the Premises that requires Authority’s written consent, Authority shall have the right to condition its approval of such requested exchange or replacement on and increase in the Base Rent, in accordance with the Equipment Schedule attached hereto as Exhibit E and incorporated herein by this reference. Tenant acknowledges that Authority shall have the sole discretion in deciding whether to approve any proposed addition to the Tenant’s Equipment within the Premises or to provide any allowances therefor, except as expressly set forth in Paragraph 4 below and in the attached Exhibit B. Tenant shall be responsible for performance of any Tenant required improvement work to the Must-Take CB Space on the terms proposed exchange or replacement of the attached Exhibit B. Tenant shall be allowed early entry into the Must-Take CB Space for the performance Tenant’s Equipment that would result in any expansion of the TI Work (as defined Premises, including the right to condition such approval on an increase in Exhibit B) provided that such early entry shall not interfere with Base Rent. Notwithstanding the foregoing, Tenant may perform any maintenance, repairs, like-for-like exchanges or delay the progress of Landlord’s Work (as defined in Paragraph 4 below). If Substantial Completion (as defined in Exhibit B) of the TI Work occurs prior to August 1, 2010, then provided that Tenant has given to Landlord a copy similar replacements of Tenant’s certificate Equipment and may make modifications within the interior of occupancy for Suite 160 any of Tenant’s Equipment without prior approval of Authority so long as the like-for-like exchanges or similar replacements of Tenant’s Equipment do not pose any greater danger to the Building than the Tenant’s Equipment to be so exchanged or replaced, will comply with Section 12.3 (to include the Must-Take CB SpaceFloor Load), and Tenant shall be allowed early entryobtains all regulatory approvals required for such exchanges, use and occupancy of the Must-Take CB Space for the commencement of business therefrom subject to all the provisions of the Lease including the insurance requirements in Article 11 of the Leasereplacement, but excluding liability to pay rent during such early entry period, other than payment by Tenant of utility costs including electric costs associated with the Must-Take CB Space). Said early possession shall not advance the scheduled Lease Term expiration date of October 31, 2013or modifications.