Common use of Tenant Improvements Clause in Contracts

Tenant Improvements. Subject to the terms and conditions hereof, Landlord agrees, at its cost and expense to complete a “turnkey” interior build-out (“Tenant Improvements”) of the Leased Premises in accordance with the conditions stated in the Work Letter attached hereto as Exhibit C and incorporated hereby pursuant to the Approved Final Plans to be finalized and approved in accordance with the Work Letter and upon approval attached thereto. Any changes or modifications to the Approved Final Plans thereafter must be done in writing and signed by both Tenant and Landlord in accordance with the Work Letter. So long as in accordance with Article 19 of this Lease, Tenant agrees that Landlord shall be entitled to select, in its reasonable discretion and acting in good faith, all architects, engineers, contractors and material suppliers necessary to furnish the labor and materials for the construction of the Tenant Improvements. Landlord shall be the sole contracting party with respect to the employment of contractors which perform the work necessary to construct the Tenant Improvements. Tenant shall not be entitled to access to the Leased Premises prior to the Date of Substantial Completion and Tenant shall not interfere with or impair in any material way the construction of the Tenant Improvements, and any such interference or impairment shall be included within a Tenant Delay as defined in the Work Letter and shall entitle Landlord to all remedies provided herein for breach of this Lease. Prior to the Possession Date, Tenant shall not enter into any contract for construction of any improvements within the Leased Premises with any person other than Landlord without Landlord's prior written consent. Tenant, at Tenant's expense, shall obtain and maintain any and all necessary permits and licenses to enable Tenant to conduct Tenant’s Permitted Use, and the failure of Tenant to obtain or maintain same shall not in any manner affect the Tenant’s obligations hereunder. Landlord shall be solely responsible, at its cost and expense, for obtaining all permits and approvals related to the Tenant Improvements.

Tenant Improvements. Subject a. Tenant shall cause to be constructed certain tenant improvements (including those listed in Sections 7(e), 7(f) and 7(g) below) in the terms and conditions hereof, Landlord agrees, at its cost and expense to complete a “turnkey” interior build-out Additional Premises (“Tenant ImprovementsTenant’s Work”) of the Leased Premises in accordance with the conditions stated in pursuant to the Work Letter attached hereto as Exhibit C and incorporated hereby pursuant to E hereto (the Approved Final Plans to be finalized and approved in accordance with the Work Letter and upon approval attached thereto. Any changes or modifications to the Approved Final Plans thereafter must be done in writing and signed by both Tenant and Landlord in accordance with the “Work Letter. So long as in accordance with Article 19 of this Lease, Tenant agrees that Landlord shall be entitled to select, in its reasonable discretion and acting in good faith, all architects, engineers, contractors and material suppliers necessary to furnish the labor and materials for the construction of the Tenant Improvements”). Landlord shall provide Tenant with an improvement allowance in an amount not to exceed Nine Hundred Five Thousand Five Hundred Thirty-Five Dollars ($905,535) (based upon Forty-Five Dollars ($45) per rentable square foot) (the “TI Allowance”). The TI Allowance may be used to pay for the sole contracting following costs related to Tenant’s Work: (i) construction, (ii) project oversight by Landlord (which fee shall equal three percent (3%) of the TI Allowance), (iii) space planning, architect, engineering and other related services performed by third parties unaffiliated with Tenant and (iv) building permits and other taxes, fees, charges and levies by Governmental Authorities for permits or for inspections of Tenant’s Work. In no event shall the TI Allowance be used for: (v) payments to Tenant or any affiliates of Tenant, (w) the purchase of any furniture, personal property or other non-building system equipment, (x) the cost of work that is not authorized by the Approved Plans or otherwise approved in writing by Landlord, (y) costs resulting from any default by Tenant of its obligations under the Amended Lease or (z) costs that are recoverable or reasonably recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). If the total cost of Tenant’s Work exceeds Forty-Five Dollars ($45) per rentable square foot of the Additional Premises, then Tenant shall pay the overage as and when due. Tenant shall have until December 31, 2008, to expend any unused portion of the TI Allowance, after which date Landlord’s obligation to fund such costs shall expire. Tenant shall deliver to Landlord (Y) a certificate of occupancy for the Additional Premises suitable for the permitted use and (Z) a Certificate of Substantial Completion in the form of the American Institute of Architects document G704, executed by the project architect with respect to the employment of contractors which perform the work necessary to construct the Tenant Improvements. Tenant shall not be entitled to access to the Leased Premises prior to the Date of Substantial Completion and Tenant shall not interfere with or impair in any material way the construction of the Tenant Improvements, and any such interference or impairment shall be included within a Tenant Delay as defined Tenant’s Work in the Work Letter and shall entitle Landlord to all remedies provided herein for breach of this Lease. Prior to the Possession Date, Tenant shall not enter into any contract for construction of any improvements within the Leased Premises with any person other than Landlord without Landlord's prior written consent. Tenant, at Tenant's expense, shall obtain and maintain any and all necessary permits and licenses to enable Tenant to conduct Tenant’s Permitted Use, and the failure of Tenant to obtain or maintain same shall not in any manner affect the Tenant’s obligations hereunder. Landlord shall be solely responsible, at its cost and expense, for obtaining all permits and approvals related to the Tenant ImprovementsAdditional Premises.

Tenant Improvements. Subject to this Section 4, Tenant shall accept the Suite 110 Premises in its “as is” condition (subject to Landlord's continuing repair and maintenance obligations, as outlined in Section 10 of the Lease (as may be amended)), and Landlord shall have no obligation to make any alterations or improvements thereto whatsoever (provided that Landlord shall deliver same in good and tenantable condition, broom clean, with all systems serving same in good working order). Any alterations that Tenant desires to make in the Suite 110 Premises shall be subject to all the terms and conditions hereofset forth in Section 11 of the Lease. Notwithstanding anything in the Lease to the contrary, Landlord agrees, at its hereby agrees to grant Tenant an allowance in the amount of $10,000 to be applied toward the cost (including architectural and expense to complete a engineering fees) of alterations performed by Tenant in the Suite 110 Premises (the “turnkey” interior build-out (“Tenant ImprovementsGranted Allowance”) in conjunction with Tenant’s initial occupancy of Suite 110 Premises. Provided no Event of Default then exists under the Lease, the Granted Allowance (or portions thereof) shall be disbursed to Tenant within thirty (30) days following Tenant's submission to Landlord of paid invoices for work related to alterations performed by Tenant in the Suite 110 Premises, accompanied by waivers of liens executed by all contractors employed by Tenant for the performance of such work. If the cost of Tenant's alterations in the Suite 110 Premises exceeds the amount of the Leased Premises in accordance with Granted Allowance, the conditions stated excess shall be paid by Tenant after the Granted Allowance is fully exhausted. Any portion of the Granted Allowance that has not been applied (or contracted to be applied) in the Work Letter attached hereto as Exhibit C and incorporated hereby pursuant manner set forth above by the date which is twelve (12) months following the Eighth Amendment Commencement Date shall revert to the Approved Final Plans to be finalized and approved in accordance with the Work Letter and upon approval attached thereto. Any changes or modifications to the Approved Final Plans thereafter must be done in writing and signed by both Tenant and Landlord in accordance with the Work Letter. So long as in accordance with Article 19 of this LeaseLandlord, Tenant agrees that Landlord shall be entitled to select, in its reasonable discretion and acting in good faith, all architects, engineers, contractors and material suppliers necessary to furnish the labor and materials for the construction of the Tenant Improvements. Landlord shall be the sole contracting party with respect to the employment of contractors which perform the work necessary to construct the Tenant Improvements. Tenant shall not be entitled to access to the Leased Premises prior to the Date of Substantial Completion and Tenant shall not interfere have no further rights with or impair in any material way the construction of the Tenant Improvements, and any such interference or impairment shall be included within a Tenant Delay as defined in the Work Letter and shall entitle Landlord to all remedies provided herein for breach of this Lease. Prior to the Possession Date, Tenant shall not enter into any contract for construction of any improvements within the Leased Premises with any person other than Landlord without Landlord's prior written consent. Tenant, at Tenant's expense, shall obtain and maintain any and all necessary permits and licenses to enable Tenant to conduct Tenant’s Permitted Use, and the failure of Tenant to obtain or maintain same shall not in any manner affect the Tenant’s obligations hereunder. Landlord shall be solely responsible, at its cost and expense, for obtaining all permits and approvals related to the Tenant Improvementsrespect thereto.

Tenant Improvements. Subject Tenant will cause to be constructed, at Tenant’s sole cost and expense (subject to Landlord’s payment of the Improvement Allowance), the Tenant Improvements. The Tenant Improvements will be designed and constructed as described in this Exhibit “D”. Tenant will select the Contractor to be the general contractor to perform the Work. Landlord shall have the right to approve (such approval not to be unreasonably withheld, conditioned or delayed) the Contractor and all subcontractors that will be performing any portion of the Work. All contractors that will be performing any portion of the Work shall be union contractors. Tenant will pay all direct and indirect costs of the design and construction of the Tenant Improvements (subject to the Landlord’s payment of the Improvement Allowance as provided for herein). Such costs may include, without limitation, all costs of preparing the Space Plan, construction document preparation, design, Plans and Specifications, general conditions, labor, materials, and other construction costs, the fees (on an hourly basis) of Contractor’s project manager and site superintendent for the Tenant Improvements, and all costs incurred in connection with obtaining permits for the Tenant Improvements. For all purposes of ownership, including risk of loss thereto, the Tenant Improvements will immediately upon installation be and remain a part of the Building and the property of Landlord, provided that as provided in Section 15 of this Lease, Landlord may require Tenant to remove same upon the expiration or earlier termination of the Lease Term. Tenant currently occupies the Premises under the Existing Sublease and Landlord permits Tenant to immediately commence construction of the Tenant Improvements from and after the Effective Date of this Lease [subject to Tenant’s compliance with the terms and conditions hereofof the Existing Sublease (if then applicable), Landlord agreesincluding, at without limitation, Tenant’s receipt of approval from Tenant’s sublessor thereunder]. Tenant shall use its cost and expense best efforts to complete a “turnkey” interior build-out (“the Tenant Improvements”) of Improvements on or before July 31, 2017. Notwithstanding the Leased Premises in accordance with the conditions stated in the Work Letter attached hereto as Exhibit C and incorporated hereby pursuant foregoing sentence to the Approved Final Plans to be finalized and approved in accordance with the Work Letter and upon approval attached thereto. Any changes or modifications to the Approved Final Plans thereafter must be done in writing and signed by both Tenant and Landlord in accordance with the Work Letter. So long contrary, as in accordance with Article 19 of this Lease, Tenant agrees that Landlord shall be entitled to select, in its reasonable discretion and acting in good faith, all architects, engineers, contractors and material suppliers necessary to furnish the labor and materials for the construction part of the Tenant Improvements. Landlord , Tenant shall be the sole contracting party with respect to the employment of contractors which perform the work necessary to construct separately demise the Premises from the remaining portion of the sixth (6th) floor of the Building, including the installation of a demising wall (the “Demising Work”) on or before April 1, 2017. Tenant Improvementsacknowledges that the tenant in the premises adjacent to the Premises will also be performing demising work. Tenant’s performance of the Demising Work shall be coordinated with Landlord and Tenant shall cooperate with Landlord and/or Landlord’s contractors in all ways to ensure the efficient and expeditious scheduling, staging and performance of the Demising Work. The Demising Work shall not adversely affect any construction work being performed by or for Landlord or its tenants and shall be performed in harmony with Landlord’s contractors and subcontractors and with other contractors and subcontractors in the Complex. Tenant shall not be entitled impose on and enforce all applicable terms of this Tenant Improvements Agreement against Tenant’s contractors. Landlord shall have the right to access order Tenant or any of Tenant’s contractors who violate the requirements imposed on Tenant or Tenant’s contractors in performing the Demising Work to cease performance of the Demising Work and to remove its equipment and employees from the Building. No such action by Landlord shall cause any extension of the Commencement Date nor relieve Tenant from any of its obligations under the Lease. Further, notwithstanding anything herein to the Leased Premises prior contrary, any delay in the completion of the Demising Work, or any interference to Tenant’s business operations or inconvenience suffered by Tenant during the Date performance of Substantial Completion and Tenant any adjacent tenant’s demising work shall not interfere with subject Landlord to any liability for any loss or impair in damages resulting there from nor entitle Tenant to any material way credit, abatement or adjustment of Rent or other sum payable under the Lease, as amended hereby. During Tenant’s design, construction and installation of the Tenant Improvements, Tenant shall pay for all Building services and any such interference or impairment shall be included within a Tenant Delay as defined in the Work Letter utilities, if and shall entitle Landlord to all remedies provided herein for breach of this Lease. Prior to the Possession Dateextent required, Tenant shall not enter into any contract for construction of any improvements within (i) in accordance with the Leased Premises with any person other than Landlord without Landlord's prior written consent. TenantExisting Sublease from the Effective Date through March 31, at Tenant's expense, shall obtain and maintain any and all necessary permits and licenses to enable Tenant to conduct Tenant’s Permitted Use2017, and the failure of Tenant to obtain or maintain same shall not (ii) in any manner affect the Tenant’s obligations hereunder. Landlord shall be solely responsibleaccordance with this Lease from and after April 1, at its cost and expense, for obtaining all permits and approvals related to the Tenant Improvements2017.

Tenant Improvements. Subject Landlord shall cause the Core and Shell Contractor or another Contractor designated by Landlord and approved by Tenant, such consent not to be unreasonably withheld or delayed (“TI Contractor”, and together with Core and Shell Contractor, “Contractor”) to commence and thereafter diligently prosecute the construction of the tenant improvements in the Premises pursuant to the terms and conditions hereof, Landlord agrees, at its cost and expense to complete a “turnkey” interior build-out Work Letter (the “Tenant Improvements”) of ); provided, however, that before performing the Leased Premises in accordance with the conditions stated in the Work Letter attached hereto as Exhibit C and incorporated hereby pursuant to the Approved Final Plans to be finalized and approved in accordance with the Work Letter and upon approval attached thereto. Any changes or modifications to the Approved Final Plans thereafter must be done in writing and signed by both Tenant and Landlord in accordance with the Work Letter. So long as in accordance with Article 19 of this LeaseImprovements, Tenant agrees that Landlord shall be entitled to select, in its reasonable discretion and acting prepare in good faith, all architects, engineers, contractors and material suppliers necessary to furnish the labor and materials faith an estimated budget for the construction of the Tenant ImprovementsImprovements and deliver such budget to Tenant for Tenant’s written approval prior the start of construction (the “Budget”). Landlord and Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the sole contracting party with respect Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the employment scope of contractors which perform the work necessary to construct the Tenant ImprovementsImprovements to bring the same in line with a budget reasonably acceptable to Tenant. The Tenant Improvements shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans (as defined in the Work Letter). Tenant shall pay all TI Costs, except that Landlord shall pay for TI Costs that do not be entitled exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to access an unaffiliated third party (such fees not to exceed three percent (3%) of the Leased Premises prior to TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Date of Substantial Completion Attached Property (as defined in Section 18.5), (v) building permits and Tenant shall not interfere with other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or impair in any material way the construction for inspections of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any such interference furniture, personal property or impairment shall be included within other non-building system equipment, (x) costs resulting from a Tenant Delay Delay, (y) costs resulting from any default by Tenant of its obligations under this Lease, or (z) costs that are recoverable or reasonably recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). In the event the estimated total TI Costs (as defined set forth in the Work Letter and shall entitle Landlord to all remedies provided herein for breach of this Lease. Prior to Budget) exceed the Possession DateTI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not enter into any contract for construction of any improvements be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Leased Premises with any person other than Landlord without Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord's prior written consent. Tenant, at Tenant's expense, shall obtain and maintain any and all necessary permits and licenses to enable Tenant to conduct Tenant’s Permitted Use, and such additional amount shall be added to the failure TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant to obtain or maintain same shall not in any manner affect reimburse Landlord the Tenant’s obligations hereunderdifference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsibleresponsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at its no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and expense, for obtaining all permits and approvals related development tax credits with respect to the Tenant Improvements.

Tenant Improvements. Subject Tenant shall make certain alterations, additions or improvements to the terms Premises in accordance with plans and conditions hereofspecifications to be reviewed and approved by Landlord as set forth in Paragraph 6.5 and this Paragraph 2.3 (as used herein, Landlord agrees, at its cost and expense to complete a “turnkey” interior build-out (the “Tenant Improvements”) of ), at its sole cost and expense (subject to the Leased Tl Allowance described below in Paragraph 2.3.1). Landlord may, but shall not be required to, supervise such Tenant Improvements at no cost to Tenant and shall have full access to the Premises in connection with such supervision following notice to Tenant in accordance with Paragraph 23.7 below, provided that Landlord shall coordinate any such access with Tenant in advance to minimize adverse impacts on Tenant’s construction activities in and about the conditions stated Premises. Prior to commencing construction of any Tenant Improvements, Tenant shall provide a copy of Tenant’s preliminary plans and specifications for the Tenant Improvements (collectively, “Tenant’s Preliminary Plans”) to Landlord for Landlord’s review and approval. The Tenant’s Preliminary Plans shall comply with the Standard Specifications for Tenant Spaces as set forth in Exhibit D attached hereto. Landlord shall, within ten (10) days after receipt thereof, either provide comments to or approve Tenant’s Preliminary Plans; provided, however, that Landlord shall not withhold approval to the Work Letter Tenant’s Preliminary Plans to the extent that they are consistent with Exhibit D, the space plan attached hereto as Exhibit C C-4 (“Space Plan”), and incorporated hereby pursuant Exhibit C-5 in all material respects. If Landlord does not respond within ten (10) days after Landlord’s receipt of Tenant’s Preliminary Plans with either Landlord’s approval of such plans or reasons for disapproval of such plans, Tenant may send Landlord a reminder notice, and if Landlord has still not responded within five (5) business days after its receipt of such reminder notice, then Landlord shall be deemed to the Approved Final have approved Tenant’s Preliminary Plans. If Landlord provides Tenant with comments to Tenant’s Preliminary Plans, Tenant shall provide revised Tenant’s Preliminary Plans to Landlord incorporating Landlord’s comments. Landlord shall either provide comments to such revised Tenant’s Preliminary Plans within five (5) business days or approve them. The process described above shall be finalized and repeated, if necessary, until Tenant’s Preliminary Plans for the Tenant Improvements have been finally approved in accordance with the Work Letter and upon approval attached thereto. Any changes or modifications to the Approved Final Plans thereafter must be done in writing and signed by both Tenant and Landlord (upon such approval, the “Tenant’s Final Plans”). In the event Landlord reviews multiple drafts of the Tenant’s Preliminary Plans, Landlord shall not withhold approval in accordance with subsequent drafts to aspects of the Work LetterTenant’s Preliminary Plans regarding which Landlord did not comment in the immediately preceding draft. So long as in accordance with Article 19 of this Lease, Tenant abscicor agrees that it shall not commence construction of the Tenant Improvements or any portion thereof until Tenant’s Final Plans have been finally approved by Landlord. Landlord shall be entitled to select, in its reasonable discretion and acting in good faith, all architects, engineers, contractors and material suppliers necessary to furnish the labor and materials approves Bremik Construction as Tenant’s contractor for the construction of the Tenant Improvements. Landlord shall be the sole contracting party with respect to the employment of contractors which perform the work necessary to construct the Tenant Improvements. Tenant shall not be entitled to access to the Leased Premises prior to the Date of Substantial Completion and Tenant shall not interfere with or impair in any material way the construction of the Tenant Improvements, and any such interference or impairment shall be included within a Tenant Delay as defined in the Work Letter and shall entitle Landlord to all remedies provided herein for breach of this Lease. Prior to the Possession Date, Tenant shall not enter into any contract for construction of any improvements within the Leased Premises with any person other than Landlord without Landlord's prior written consent. Tenant, at Tenant's expense, shall obtain and maintain any and all necessary permits and licenses to enable Tenant to conduct Tenant’s Permitted Use, and the failure of Tenant to obtain or maintain same shall not in any manner affect the Tenant’s obligations hereunder. Landlord shall be solely responsible, at its cost and expense, for obtaining all permits and approvals related to the Tenant Improvements.

Tenant Improvements. Subject Landlord will provide Tenant with an improvement allowance in the maximum amount of $105,000.00 (the “Allowance”). The Allowance shall be used by Tenant solely for improvements to the terms Premises as previously approved by Landlord in writing on the attached Exhibit A, including office space, a customer waiting area, and conditions hereofnew lighting; but in no event may the Allowance be used for personal property, Landlord agrees, at its cost including but not limited to data cabling and expense to complete a “turnkey” interior build-out (“Tenant Improvements”) wiring. After completion of Tenant’s work and the expiration of the Leased Premises statutory period in accordance with which mechanics and materialmen can file liens or the conditions stated in the Work Letter attached hereto as Exhibit C furnishing of lien releases acceptable to Landlord from all contractors and incorporated hereby pursuant to the Approved Final Plans to be finalized and approved in accordance with the Work Letter and upon approval attached thereto. Any changes or modifications to the Approved Final Plans thereafter must be done in writing and signed by both Tenant and Landlord in accordance with the Work Letter. So long as in accordance with Article 19 of this Leasesuppliers, Tenant agrees that shall deliver to Landlord a copy of the construction contract, all bills and invoices and such other documentation as Landlord may reasonably require to evidence payment of the expenses incurred by Tenant for which Tenant seeks reimbursement of the Allowance. Upon Landlord’s receipt of such items and verification of Tenant’s costs. Landlord shall be entitled pay to selectTenant the Allowance, reduced by any Landlord project management fee, within fifteen (15) days of receipt of all of such documentation and verification. Landlord’s project management fee shall not exceed $750, provided Landlord has approved, in its reasonable discretion and acting in good faithwriting, all architectsmechanical, engineers, electrical and plumbing contractors and material suppliers necessary to furnish the labor and materials selected by Tenant for the construction of the Tenant Improvements. Landlord reserves the right, but not the obligation, to charge a three percent (3%) project management fee on the total cost of the Tenant Improvements should Tenant use a contractors) that has not been approved by the Landlord. Tenant must request reimbursement of the Allowance pursuant to this Paragraph 4 no later than December 31, 2012. If Tenant does not timely make such request, then all of Tenant’s rights to such Allowance or any portion thereof shall automatically terminate and be null and void as of such date, and Tenant shall no longer be entitled to any portion or all of the Allowance. In the event the costs of the approved improvements for which Tenant seeks reimbursement are less than the full amount of the Allowance, Landlord shall be obligated to reimburse Tenant only the sole contracting party with respect to the employment actual amount of contractors which perform the work necessary to construct the Tenant Improvements. such costs, and Tenant shall not be entitled to access payment or credit of any remaining balance. In the event the costs of Tenant’s improvements to the Leased Premises prior to exceed the Date of Substantial Completion and Tenant shall not interfere with or impair in any material way the construction of the Tenant Improvements, and any such interference or impairment shall be included within a Tenant Delay as defined in the Work Letter and shall entitle Landlord to all remedies provided herein for breach of this Lease. Prior to the Possession DateAllowance, Tenant shall and not enter into any contract for construction of any improvements within the Leased Premises with any person other than Landlord without Landlord's prior written consent. Tenant, at Tenant's expense, shall obtain and maintain any and all necessary permits and licenses to enable Tenant to conduct Tenant’s Permitted Use, and the failure of Tenant to obtain or maintain same shall not in any manner affect the Tenant’s obligations hereunder. Landlord shall be solely responsibleresponsible for such excess amounts. The provisions of this Paragraph 4 shall supersede any other improvement allowances, at its cost Landlord build-out obligations, and expensereimbursements previously set forth in the Lease, for obtaining all permits and approvals related to the Tenant ImprovementsLandlord’s performance obligations having been satisfied with respect thereto.

Tenant Improvements. Subject Landlord and Tenant have approved the space plan and reflected ceiling plan for the Premises prepared by Xxxxxxxx Xxxx Xxxxxxx Architects, dated May 2, 2019, and the associated TI Scope List dated May 21, 2019 (collectively, the “Space Plan”), a copy of which is attached hereto as Schedule 1. Within five (5) business days following the date Tenant executes this Lease, Tenant shall cooperate in good faith with Landlord’s architects and engineers to supply such information necessary to allow the terms Landlord’s architects and conditions hereofengineers to complete the architectural and engineering drawings for the Premises, and the final architectural working drawings in a form which is complete to allow subcontractors to bid on the work and to obtain all applicable permits (the “Permits”) and in a manner consistent with, and which are a logical extension of, the Space Plan (collectively, the “Working Drawings”). Landlord shall supply Tenant with electronic and hard copies of the Working Drawings within three (3) business days of their completion. Tenant shall advise Landlord within seven (7) business days after Tenant’s receipt of such copies of the Working Drawings if the same are not consistent with the Approved Space Plan or incomplete in any material respect. If Landlord is so advised, Landlord agreesshall promptly cause the Working Drawings to be revised to make them consistent with, or a reasonable extension of, the Approved Space Plan, it being the parties’ intention that the Working Drawings will be a natural and logical evolution of the Approved Space Plan. Landlord shall then re-submit the revised Working Drawings to Tenant in the format prescribed above, and Tenant shall thereafter respond within the same timeframe set forth above, with the process repeating until Tenant approves or is deemed to have approved the Working Drawings (the “Approved Working Drawings”). Landlord, at its sole cost and expense to complete a “turnkey” interior build-out expenses (except as expressly provided in this Tenant Work Letter), shall construct the improvements in the Premises (the “Tenant Improvements”) of the Leased Premises in accordance with the conditions stated in the Work Letter attached hereto as Exhibit C using Building standard methods, materials, and incorporated hereby finishes pursuant to the Approved Final Plans to be finalized and approved in accordance with the Work Letter and upon approval attached theretoWorking Drawings. Any Tenant shall make no changes or modifications to (i) the Space Plan or (ii) once completed and approved, the Approved Final Plans thereafter must Working Drawings, without the prior written consent of Landlord, which consent may be done withheld in writing and signed by both Landlord’s sole discretion if such change or modification would directly or indirectly delay the “Substantial Completion,” as that term is defined in Section 4.1 of this Tenant and Landlord in accordance with the Work Letter. So long as in accordance with Article 19 of this Lease, Tenant agrees that Landlord shall be entitled to select, in its reasonable discretion and acting in good faith, all architects, engineers, contractors and material suppliers necessary to furnish the labor and materials for the construction of the Tenant Improvements. Landlord shall be Premises or increase the sole contracting party with respect to the employment cost of contractors which perform the work necessary to construct the Tenant Improvements. Tenant shall not be entitled to access to the Leased Premises prior to the Date of Substantial Completion and Tenant shall not interfere with designing or impair in any material way the construction of constructing the Tenant Improvements, and provided, however, that if Tenant agrees in writing that any such interference or impairment delay shall be included within a “Tenant Delay as delay” subject to Section 4.2 of this Tenant Work Letter and/or Tenant agrees in writing to deposit such additional costs with Landlord or apply the Improvement Allowance (defined in Section 2.2 below), then Landlord shall not unreasonably withhold, condition or delay its approval to such changes. On the Work Letter and shall entitle Landlord to all remedies provided herein for breach of this Lease. Prior to the Possession Lease Commencement Date, Tenant shall not enter into any contract for construction of any improvements within the Leased Premises with any person other than Landlord without Landlord's prior written consent. TenantPremises, at Tenant's expense, shall obtain and maintain any and all necessary permits and licenses to enable Tenant to conduct Tenant’s Permitted UseBase Building, and the failure Common Areas (including the so-called “path of travel”) shall have been constructed in a good and workmanlike manner, and in compliance with applicable laws for unoccupied space as of the date of the Lease to the extent required to allow Tenant to obtain a certificate of occupancy or maintain same shall not in any manner affect its legal equivalent allowing the Tenant’s obligations hereunderlegal occupancy of the Premises for the Permitted Use. Landlord shall be solely responsible, at its cost and expense, for obtaining all permits and approvals related to the Tenant Improvements.EXHIBIT B SORRENTO HIGHLANDS SECTION 2

Tenant Improvements. Subject On or before the Sublease Commencement Date, Sublandlord shall complete the alterations and improvements to the terms Hangar and conditions hereof, Landlord agrees, at its cost and expense to complete a “turnkey” interior build-out (“Tenant Improvements”) of the Leased Premises in accordance with the conditions stated fuel farm described in the Work Letter plans, specifications and other documents collectively attached hereto as Exhibit C “D” and incorporated hereby pursuant to the Approved Final Plans made a part hereof (“Sublandlord’s Work”). Sublandlord agrees that: (a) Sublandlord shall prepare or cause to be finalized prepared all construction drawings, plans and/or specifications necessary to complete Sublandlord’s Work; (ii) Sublandlord shall obtain all necessary permits, certificates or other governmental approvals for Sublandlord’s Work; (iii) all work, materials and approved in accordance with the equipment incorporated into Sublandlord’s Work Letter will be of good quality, new and upon approval attached thereto. Any changes or modifications to the Approved Final Plans thereafter must be done in writing and signed by both Tenant and Landlord in accordance with the free of defects; (iv) Sublandlord’s Work Letter. So long as in accordance with Article 19 of this Lease, Tenant agrees that Landlord shall be entitled to selectperformed and completed in compliance with all applicable laws, codes, rules and regulations. Upon substantial completion of Sublandlord’s Work, Sublandlord and Subtenant shall mutually inspect Sublandlord’s Work and agree on a punch list of cosmetic, finish or similar minor items or mechanical adjustments that require completion. Sublandlord shall complete such punch list items as promptly as practicable after such inspection. Subtenant shall reimburse Sublandlord for Subtenant’s Prorata Share of all costs incurred by Sublandlord in its reasonable discretion completing Sublandlord’s Work, including architectural, engineering and acting in good faithconstruction costs, all architectswithin thirty (30) days after receipt of Sublandlord’s invoice, engineers, contractors and material suppliers necessary to furnish the labor and materials for the construction of the Tenant Improvements. Landlord which shall be the sole contracting party with respect to the employment of contractors which perform the work necessary to construct the Tenant Improvements. Tenant shall not be entitled to access to the Leased Premises prior to the Date of Substantial Completion and Tenant shall not interfere with or impair in any material way the construction of the Tenant Improvements, and any such interference or impairment shall be included within a Tenant Delay as defined in the Work Letter and shall entitle Landlord to all remedies provided herein for breach of this Lease. Prior to the Possession Date, Tenant shall not enter into any contract for construction of any improvements within the Leased Premises with any person other than Landlord without Landlord's prior written consent. Tenant, at Tenant's expense, shall obtain and maintain any and all necessary permits and licenses to enable Tenant to conduct Tenant’s Permitted Use, and the failure of Tenant to obtain or maintain same shall not in any manner affect the Tenant’s obligations hereunder. Landlord shall be solely responsible, at its cost and expense, for obtaining all permits and approvals related to the Tenant Improvementsaccompanied by reasonable supporting documentation.

Tenant Improvements. Subject Tenant shall make certain alterations, additions or improvements to the terms Premises in accordance with plans and conditions hereofspecifications to be reviewed and approved by Landlord as set forth in Paragraph 6.5 and this Paragraph 2.3 (as used herein, Landlord agrees, at its cost and expense to complete a “turnkey” interior build-out (the “Tenant Improvements”) of ), at its sole cost and expense. Landlord may, but shall not be required to, engage a local construction manager to supervise such Tenant Improvements and such construction manager shall have full access to the Leased Premises in accordance connection with such supervision. The Tenant Improvements shall be performed by a Washington licensed and bonded contractor reasonably acceptable to Landlord and Washington licensed and bonded subcontractors. Prior to commencing construction of any Tenant Improvements, Tenant shall provide a copy of Tenant’s preliminary plans and specifications for the conditions stated in the Work Letter attached hereto as Exhibit C Tenant Improvements (collectively, “Tenant’s Preliminary Plans”) to Landlord for Landlord’s review and incorporated hereby pursuant approval, which shall not be unreasonably withheld, conditioned or delayed. Landlord shall, within ten (10) business days after receipt thereof, either provide comments to the Approved Final or approve Tenant’s Preliminary Plans. Landlord shall be deemed to have disapproved Tenant’s Preliminary Plans if Landlord does not timely provide its comments thereto. If Landlord provides Tenant with comments to Tenant’s Preliminary Plans, Tenant shall provide revised Tenant’s Preliminary Plans to Landlord incorporating Xxxxxxxx’s comments. Landlord shall either provide comments to such revised Tenant’s Preliminary Plans within ten (1OJ business days or approve them. The process described above shall be finalized and repeated, if necessary, until Xxxxxx’s Preliminary Plans for the Tenant Improvements have been finally approved in accordance with the Work Letter and upon approval attached thereto. Any changes or modifications to the Approved Final Plans thereafter must be done in writing and signed by both Tenant and Landlord in accordance with (upon such approval, the Work Letter“Tenant’s Final Plans”). So long as in accordance with Article 19 of this Lease, Tenant Xxxxxx agrees that Landlord ii shall be entitled to select, in its reasonable discretion and acting in good faith, all architects, engineers, contractors and material suppliers necessary to furnish the labor and materials for the not commence construction of the Tenant ImprovementsImprovements or any portion thereof until Tenant’s Final Plans have been finally approved by Landlord. Landlord The Tenant Improvements shall be the sole contracting party comply with respect to the employment of contractors which perform the work necessary to construct the Tenant Improvements. Tenant shall not be entitled to access to the Leased Premises prior to the Date of Substantial Completion and Tenant shall not interfere with or impair in any material way the construction of the Tenant ImprovementsTenant’s Final Plans, all Applicable Laws, and any such interference or impairment shall be included within a Tenant Delay as defined in the Work Letter and shall entitle Landlord to all remedies provided herein for breach of this Lease. Prior to the Possession Date, Tenant shall not enter into any contract for construction of any improvements within the Leased Premises with any person other than Landlord without Landlord's prior written consent. Tenant, at Tenant's expense, shall obtain and maintain any and all necessary permits and licenses to enable Tenant to conduct Tenant’s Permitted Use, and the failure of Tenant to obtain or maintain same shall not in any manner affect the Tenant’s obligations hereunder. Landlord shall be solely responsible, at its cost and expense, for obtaining all permits and approvals related to the Tenant Improvementsgovernmental approvals.

Tenant Improvements. Subject to Any initial Tenant Improvements (the terms and conditions hereof, Landlord agrees, at its cost and expense to complete a “turnkey” interior build-out (“Tenant Improvements”) that Tenant may desire to make in, to or upon the Premises, shall be made at Tenant’s sole cost and expense, and only after first submitting the plans and specifications therefor to Landlord and obtaining the consent of Landlord thereto in writing, which consent shall not be unreasonably withheld and, thereafter, obtaining all required governmental approvals therefor. Any such Tenant Improvements (except trade fixtures) shall at once become a part of the Leased Premises and shall be surrendered to Landlord upon the expiration or sooner termination of this Lease. All work with respect to the Tenant Improvements must be done in a good and workmanlike manner and diligently prosecuted to completion to the end that the improvements on the Premises shall at all times be a complete unit except during the period of work. Any such Tenant Improvements shall be performed and done strictly in accordance with the conditions stated in the Work Letter attached hereto as Exhibit C laws and incorporated hereby pursuant to the Approved Final Plans to be finalized ordinances relating thereto, and approved in accordance with the Work Letter and upon approval attached theretorequirements of all carriers of insurance on the Premises. Any changes or modifications to In performing the Approved Final Plans thereafter must be done in writing and signed by both work of any such Tenant and Landlord in accordance with the Work Letter. So long as in accordance with Article 19 of this LeaseImprovements, Tenant agrees that Landlord to use a bondable contractor, which contractor shall be entitled to select, in its reasonable discretion and acting in good faith, all architects, engineers, contractors and material suppliers necessary to furnish the labor and materials for the construction either (1) one of the contractors set forth in a listing of approved contractors prepared by Landlord, or (2) if not set forth in such a listing, approved by Landlord in writing prior to the commencement of Tenant’s work, such approval not to be unreasonably withheld; and Tenant Improvementsshall have the work performed in such a manner so as not to obstruct the access of any other tenant in the Project. Before commencing any such work or construction in or about the Premises, Tenant shall notify Landlord in writing of the expected date of commencement thereof. Landlord shall be have the sole contracting party with respect right at any time and from time to time to post and maintain on the employment of contractors which perform the work Premises such notices as Landlord deems necessary to construct protect the Tenant ImprovementsPremises and Landlord from the liens of mechanics, laborers, materialmen, suppliers or vendors. Tenant shall not be entitled to access to the Leased Premises prior to the Date of Substantial Completion and Tenant shall not interfere with or impair in any material way the construction of the Tenant Improvements, and any such interference or impairment shall be included within a Tenant Delay as defined in the Work Letter and shall entitle Landlord to all remedies provided herein for breach of this Lease. Prior to the Possession Date, Tenant shall not enter into any contract for construction of any improvements within the Leased Premises with any person other than Landlord without END OF EXHIBIT B Landlord's prior written consent. Tenant, at Tenant's expense, shall obtain and maintain any and all necessary permits and licenses to enable Tenant to conduct ’s Initials CZ Tenant’s Permitted Use, and the failure of Tenant to obtain or maintain same shall not in any manner affect the Tenant’s obligations hereunder. Landlord shall be solely responsible, at its cost and expense, for obtaining all permits and approvals related to the Tenant Improvements.Initials HZ EXHIBIT F

Tenant Improvements. Subject Except for any Tenant Improvements that Tenant elects for Landlord to perform pursuant to Article 4 of the terms and conditions hereofLease, Landlord agreesall Tenant Improvements shall be performed by Tenant’s contractor, at its Tenant’s sole cost and expense (subject to complete a “turnkey” interior build-out (“Tenant Improvements”) Landlord’s obligations with respect to any portion of the Leased Premises TI Allowance) and in accordance with the conditions stated in Approved Plans (as defined below), the Work Letter attached hereto as Exhibit C Lease and incorporated hereby pursuant to the Approved Final Plans to be finalized and approved in accordance with the Work Letter and upon approval attached thereto. Any changes or modifications to the Approved Final Plans thereafter must be done in writing and signed by both this Tenant and Landlord in accordance with the Work Letter. So long as in accordance with Article 19 of this Lease, Tenant agrees To the extent that Landlord shall be entitled to select, in its reasonable discretion and acting in good faith, all architects, engineers, contractors and material suppliers necessary to furnish the labor and materials for the construction total projected cost of the Tenant ImprovementsImprovements (as reasonably projected by Landlord) exceeds the TI Allowance (such excess, the “Excess TI Costs”), Tenant shall pay the costs of the Tenant Improvements on a pari passu basis with Landlord as such costs become due, in the proportion of Excess TI Costs payable by Tenant to the TI Allowance payable by Landlord. If Tenant fails to pay, or is late in paying, any sum due to Landlord under this Tenant Work Letter, then Landlord shall have all of the rights and remedies set forth in the Lease for nonpayment of Rent (including the right to interest), and for purposes of any litigation instituted with regard to such amounts the same shall be the sole contracting party with respect to the employment of considered Rent. All material and equipment furnished by Tenant or its contractors which perform the work necessary to construct as the Tenant ImprovementsImprovements shall be new or “like new;” the Tenant Improvements shall be performed in a first-class, workmanlike manner; and the quality of the Tenant Improvements shall be of a nature and character not less than the Building Standard. Tenant shall not be entitled take, and shall cause its contractors to access take, commercially reasonable steps to protect the Leased Premises prior to during the Date performance of Substantial Completion and Tenant shall not interfere with or impair in any material way the construction of the Tenant Improvements, and including covering or temporarily removing any such interference window coverings so as to guard against dust, debris or impairment shall be included within a Tenant Delay as defined in the Work Letter and shall entitle Landlord to all remedies provided herein for breach of this Lease. Prior to the Possession Date, Tenant shall not enter into any contract for construction of any improvements within the Leased Premises with any person other than Landlord without Landlord's prior written consent. Tenant, at Tenant's expense, shall obtain and maintain any and all necessary permits and licenses to enable Tenant to conduct Tenant’s Permitted Use, and the failure of Tenant to obtain or maintain same shall not in any manner affect the Tenant’s obligations hereunder. Landlord shall be solely responsible, at its cost and expense, for obtaining all permits and approvals related to the Tenant Improvementsdamage.

Tenant Improvements. Subject to the terms and conditions hereof, Landlord agreesAll Tenant Improvements shall be performed by Tenant’s contractor, at its Tenant’s sole cost and expense (subject to complete a “turnkey” interior build-out (“Tenant Improvements”) Landlord’s obligations with respect to any portion of the Leased Premises TI Allowance and in accordance with the conditions stated in Approved Plans (as defined below), the Work Letter attached hereto as Exhibit C Lease and incorporated hereby pursuant to the Approved Final Plans to be finalized and approved in accordance with the Work Letter and upon approval attached thereto. Any changes or modifications to the Approved Final Plans thereafter must be done in writing and signed by both Tenant and Landlord in accordance with the this Work Letter. So long To the extent that the total projected cost of the Tenant Improvements (as projected by Landlord) exceeds the TI Allowance (such excess, the “Excess TI Costs”), Tenant shall advance to Landlord any Excess TI Costs within ten (10) days after receipt of an invoice therefor, but in any case before Tenant commences the Tenant Improvements. If the actual Excess TI Costs are less than the Excess TI Costs paid by Tenant to Landlord, the provisions of Section 6.1 shall apply to the overage paid by Tenant. If the cost of the Tenant Improvements (as projected by Landlord) increases over Landlord’s initial projection, then Landlord may notify Tenant and Tenant shall deposit any additional Excess TI Costs with Landlord in the same way that Tenant deposited the initial Excess TI Costs. If Tenant fails to pay, or is late in paying, any sum due to Landlord under this Work Letter, then Landlord shall have all of the rights and remedies set forth in the Lease for nonpayment of Rent (including the right to interest and the right to assess a late charge), and for purposes of any litigation instituted with regard to such amounts the same shall be considered Rent. All material and equipment furnished by Tenant or its contractors as the Tenant Improvements shall be new or “like new;” the Tenant Improvements shall be performed in a first-class, workmanlike manner; and the quality of the Tenant Improvements shall be of a nature and character not less than the Building Standard. Tenant shall take, and shall require its contractors to take, commercially reasonable steps to protect the Premises during the performance of any Tenant Improvements, including covering or temporarily removing any window coverings so as to guard against dust, debris or damage. All Tenant Improvements shall be performed in accordance with Article 19 17 of the Lease; provided that, notwithstanding anything in the Lease or this Lease, Tenant agrees that Landlord shall be entitled Work Letter to selectthe contrary, in its reasonable discretion and acting in good faith, all architects, engineers, contractors and material suppliers necessary to furnish the labor and materials for the construction event of the Tenant Improvements. Landlord shall be the sole contracting party with respect to the employment of contractors which perform the work necessary to construct the Tenant Improvements. Tenant shall not be entitled to access to the Leased Premises prior to the Date of Substantial Completion and Tenant shall not interfere with or impair in any material way the construction of the Tenant Improvements, and any such interference or impairment shall be included within a Tenant Delay as defined in the conflict between this Work Letter and shall entitle Landlord to all remedies provided herein for breach Article 17 of the Lease, the terms of this Lease. Prior to the Possession Date, Tenant Work Letter shall not enter into any contract for construction of any improvements within the Leased Premises with any person other than Landlord without Landlord's prior written consent. Tenant, at Tenant's expense, shall obtain and maintain any and all necessary permits and licenses to enable Tenant to conduct Tenant’s Permitted Use, and the failure of Tenant to obtain or maintain same shall not in any manner affect the Tenant’s obligations hereunder. Landlord shall be solely responsible, at its cost and expense, for obtaining all permits and approvals related to the Tenant Improvementsgovern.

Tenant Improvements. Subject to Each Additional Space shall initially be delivered by Landlord and accepted by Tenant in its “as-is” condition. Following the terms and conditions hereofDelivery Date for each Additional Space, Landlord agrees, at its cost and expense to complete shall provide Tenant with a tenant improvement allowance (the “turnkey” interior build-out TI Allowance”) of $15.00 per usable square foot for tenant improvements (the “Tenant Improvements”) to be made by Landlord to (but only to) such Additional Space. The TI Allowance for one Additional Space shall not be used for another Additional Space, and the installation of the Leased Premises Tenant Improvements shall not delay the Delivery Date or the commencement of Basic Monthly Rent for such Additional Space, which Basic Monthly Rent shall, in accordance with all events, commence on the conditions stated in Delivery Date. The Parties shall exert good faith, commercially reasonable efforts to agree as soon as reasonably practicable on the Work Letter attached hereto as Exhibit C Tenant Improvements for each Additional Space and incorporated hereby pursuant to the Approved Final Plans to a budget therefor. Such agreed on Tenant Improvements shall then be finalized and approved in accordance with the Work Letter and upon approval attached thereto. Any changes or modifications to the Approved Final Plans thereafter must be done in writing and signed made by both Tenant and Landlord in accordance with such budget as soon as reasonably practicable after such agreement. The construction reasonably required to complete the Work Letter. So long as in accordance with Article 19 of this Tenant Improvements shall not lessen or otherwise affect Tenant’s rent obligations under the Lease, as amended by this Amendment, and such construction is intended to occur within the first four (4) months after the Delivery Date of the Additional Space concerned. Tenant agrees that shall pay to Landlord shall be entitled to selectall costs and expenses incurred by Landlord in connection with the Tenant Improvements, in its reasonable discretion together with a project management fee of five percent (5%) of such costs and acting in good faithexpenses, all architects, engineers, contractors and material suppliers necessary to furnish less the labor and materials TI Allowance for the Additional Space concerned, within ten (10) days after the date of an invoice therefor, which invoice may be delivered prior to the commencement of construction of the Tenant ImprovementsImprovements concerned; provided, however, that space planning will be provided by Landlord at no cost to Tenant. Landlord If all or any portion of the TI Allowance for any particular Additional Space is not used on or before the date that is one (1) year after the Delivery Date for such Additional Space, such TI Allowance or such portion that is not used shall be the sole contracting party with respect to the employment of contractors which perform the work necessary to construct the Tenant Improvements. Tenant shall not be entitled to access to the Leased Premises prior to the Date of Substantial Completion and Tenant shall not interfere with or impair in any material way the construction of the Tenant Improvements, and any such interference or impairment shall be included within a Tenant Delay as defined in the Work Letter lost and shall entitle Landlord no longer be available to all remedies provided herein for breach of this Lease. Prior to the Possession Date, Tenant shall not enter into any contract for construction of any improvements within the Leased Premises with any person other than Landlord without Landlord's prior written consent. Tenant, at Tenant's expense, shall obtain and maintain any and all necessary permits and licenses to enable Tenant to conduct Tenant’s Permitted Use, and the failure of Tenant to obtain or maintain same shall not in any manner affect the Tenant’s obligations hereunder. Landlord shall be solely responsible, at its cost and expense, for obtaining all permits and approvals related to the Tenant Improvements.

Tenant Improvements. Subject to the terms and conditions hereof, Landlord agreesAll Tenant Improvements shall be performed by Tenant’s contractor, at its Tenant’s sole cost and expense (subject to complete a “turnkey” interior build-out (“Tenant Improvements”) Landlord’s obligations with respect to any portion of the Leased Premises TI Allowance and in accordance with the conditions stated in Approved Plans (as defined below), the Work Letter attached hereto as Exhibit C and incorporated hereby pursuant to Schedule, the Approved Final Plans Budget, the Amended Lease and this Work Letter. To the extent that the total projected cost of the Tenant Improvements (as projected by Landlord) exceeds the TI Allowance (such excess, the “Excess TI Costs”), Tenant shall advance to be finalized and approved Landlord any Excess TI Costs within ten (10) days after receipt of an invoice therefor, but in accordance with any case before Tenant commences the Work Letter and upon approval attached theretoTenant Improvements. Any changes or modifications to the Approved Final Plans thereafter must actual Excess TI Costs shall be done in writing and signed distributed by both Tenant and Landlord in accordance with Section 6.3. If the Work Letter. So long as in accordance with Article 19 of this Leaseactual Excess TI Costs are less than the Excess TI Costs paid by Tenant to Landlord, Tenant agrees that Landlord shall be entitled to selectcredit Tenant with the overage paid by Tenant against Tenant’s rent obligations, in its reasonable discretion and acting in good faith, all architects, engineers, contractors and material suppliers necessary to furnish beginning after Landlord has completed the labor and materials final accounting for the construction of the Tenant Improvements. If the cost of the Tenant Improvements (as projected by Landlord) increases over Landlord’s initial projection, then Landlord may notify Tenant and Tenant shall deposit any additional Excess TI Costs with Landlord in the same way that Tenant deposited the initial Excess TI Costs. If Tenant fails to pay, or is late in paying, any sum due to Landlord under this Work Letter, then Landlord shall have all of the rights and remedies set forth in the Amended Lease for nonpayment of rent (including the right to interest and the right to assess a late charge), and for purposes of any litigation instituted with regard to such amounts the same shall be the sole contracting party with respect to the employment of considered rent. All material and equipment furnished by Tenant or its contractors which perform the work necessary to construct as the Tenant ImprovementsImprovements shall be new or “like new;” the Tenant Improvements shall be performed in a first-class, workmanlike manner; and the quality of the Tenant Improvements shall be of a nature and character not less than the Building standard. Tenant shall not be entitled take, and shall require its contractors to access take, commercially reasonable steps to protect the Leased Premises prior to during the Date performance of Substantial Completion and Tenant shall not interfere with or impair in any material way the construction of the Tenant Improvements, and including covering or temporarily removing any such interference window coverings so as to guard against dust, debris or impairment shall be included within a Tenant Delay as defined in the Work Letter and shall entitle Landlord to all remedies provided herein for breach of this Lease. Prior to the Possession Date, Tenant shall not enter into any contract for construction of any improvements within the Leased Premises with any person other than Landlord without Landlord's prior written consent. Tenant, at Tenant's expense, shall obtain and maintain any and all necessary permits and licenses to enable Tenant to conduct Tenant’s Permitted Use, and the failure of Tenant to obtain or maintain same shall not in any manner affect the Tenant’s obligations hereunder. Landlord shall be solely responsible, at its cost and expense, for obtaining all permits and approvals related to the Tenant Improvementsdamage.

Tenant Improvements. Subject to the terms and conditions hereof, Landlord agrees, at its cost and expense to complete a “turnkey” interior build-out (“Tenant Improvements”) of the Leased Premises in accordance with the conditions stated in the Work Letter attached hereto as Exhibit C and incorporated hereby pursuant to the Approved Final Plans to be finalized and approved in accordance with the Work Letter and upon approval attached thereto. Any changes or modifications to the Approved Final Plans thereafter must be done in writing and signed by both Tenant and Landlord in accordance with the Work Letter. So long as in accordance with Article 19 of this LeaseUnless specified otherwise herein, Tenant agrees that Landlord shall be entitled to select, in its reasonable discretion bear and acting in good faith, all architects, engineers, contractors and material suppliers necessary to furnish pay the labor and materials for the construction cost of the Tenant Improvements (which cost shall include, without limitation, the costs of construction as provided for in the Tenant Improvement Contractor’s contract, the cost of permits, and all architectural, design, space planning, and engineering services obtained by Tenant in connection with Tenant Improvements. , laboratory and office improvements, break room with appropriate sinks/cabinetry„ wiring and cabling costs, and cubicle costs), provided that so long as Tenant is not in default under the Lease, Landlord shall contribute a maximum of $9 per rentable square foot, for an aggregate maximum of $295,380.00 (the “Tenant Improvement Allowance”) for such costs ( but no more than $49,230 on account of cubicle costs), which shall be the sole contracting party with respect to the employment of contractors which perform the work necessary to construct the Tenant Improvements. Tenant shall not be entitled to access to the Leased Premises prior to the Date of Substantial Completion and Tenant shall not interfere with or impair paid by Landlord without any increase in any material way the construction component of the Base Monthly Rent. The Tenant Improvement Allowance shall be utilized only for Tenant Improvements, and any such interference or impairment shall be included available to Tenant only until December 31, 2007, after which Landlord shall have no further obligation to provide any portion of the Tenant Improvement Allowance. Subject to such deadline and based upon applications for payment (including Tenant Improvement Contractor’s Application and Certification for Payment ALA G702 certified by Tenant Improvement Architect) submitted and certified by Tenant, Landlord shall within a thirty (30) days of receipt thereof make progress payments from the Tenant Delay as defined Improvement Allowance to Tenant or the applicable contractor or subcontractor (but in no event more than $9 per rentable square foot for the Work Letter and shall entitle Landlord applicable space under construction). The cost of the Tenant improvements (including but not limited to all remedies provided herein for breach of this Lease. Prior to the Possession Dateforegoing fees and costs) in excess of the Tenant Improvement Allowance, Tenant shall not enter into any contract for construction of any improvements within the Leased Premises with any person other than Landlord without Landlord's prior written consent. Tenant, at Tenant's expenseif any, shall obtain and maintain any and all necessary permits and licenses to enable Tenant to conduct be paid entirely by Tenant’s Permitted Use, and the failure of Tenant to obtain or maintain same shall not in any manner affect the Tenant’s obligations hereunder. Landlord shall be solely responsible, at its cost and expense, for obtaining all permits and approvals related to the Tenant Improvements.

Tenant Improvements. Subject Landlord will be responsible for designing and constructing Tenant Improvements required by and agreed to in writing by Tenant using the Tenant Improvement Allowance. Landlord shall be responsible for applying for and obtaining all permits, licenses and certificates (including zoning approvals) necessary for the construction of Tenant Improvements. Landlord represents that all Tenant Improvements will be in compliance with all local, state and federal laws, rules, orders, regulations and codes including, without limitation, the Americans with Disabilities Act. Tenant Improvement Allowance may be used to pay for any Tenant Improvements to prepare the Premises for Tenant’s occupancy, and any other expenses associated with Tenant’s relocation to the terms premises including, without limitation, design and conditions hereofconstruction of the Rentable Area, cabling and other installation of information technology equipment and capabilities, and purchase and installation of furniture and fixtures. Any costs and expenses for Tenant Improvements in excess of the Tenant Improvement Allowance (“Excess Tenant Improvement Costs”) shall be the responsibility of the Tenant. In the event that the Tenant Improvement Allowance is insufficient to fully cover the cost of the Tenant Improvements required by and agreed to by Tenant, Landlord agrees, shall so advise Tenant at its the earliest possible opportunity and obtain Tenant’s approval prior to initiating any Tenant Improvements the cost and expense to complete a “turnkey” interior build-out (“of which will be fully or partially Excess Tenant Improvements”) of the Leased Premises in accordance with the conditions stated in the Work Letter attached hereto as Exhibit C and incorporated hereby pursuant Improvement Costs. Prior to the Approved Final Plans to be finalized and approved in accordance with the Work Letter and upon approval attached thereto. Any changes or modifications to the Approved Final Plans thereafter must be done in writing and signed by both Tenant and Landlord in accordance with the Work Letter. So long as in accordance with Article 19 Commencement Date of this Lease, Tenant agrees that Landlord shall be entitled to select, in its reasonable discretion and acting in good faith, all architects, engineers, contractors and material suppliers necessary to furnish the labor and materials for the construction of the Tenant Improvements. Landlord shall be the sole contracting party with respect to the employment of contractors which perform the work necessary to construct the Tenant Improvements. Tenant shall not be entitled to access to the Leased Premises prior to the Date of Substantial Completion and Tenant shall not interfere with agree whether any Excess Tenant Improvement Costs shall be paid to Landlord by an adjustment to the Base Rent Rate, or impair whether Tenant shall pay the Excess Tenant Improvement Costs to Landlord immediately in any material way a lump sum. In the construction absence of the Tenant Improvements, and any such interference or impairment agreement between Landlord and Tenant, all Excess Tenant Improvement Costs shall be included paid by Tenant to Landlord within a Tenant Delay as defined in 30 days following the Work Letter and shall entitle Landlord to all remedies provided herein for breach Commencement Date of this Lease. Prior The failure to the Possession Date, pay any such Excess Tenant shall not enter into any contract for construction of any improvements within the Leased Premises with any person other than Landlord without Landlord's prior written consent. Tenant, at Tenant's expense, shall obtain and maintain any and all necessary permits and licenses to enable Tenant to conduct Tenant’s Permitted Use, and the failure of Tenant to obtain or maintain same shall not in any manner affect the Tenant’s obligations hereunder. Landlord Improvement Costs when due shall be solely responsible, at its cost and expense, for obtaining all permits and approvals related to a Default under the Tenant ImprovementsTerms of this Lease.

Tenant Improvements. Subject to this Section 4, Tenant shall accept the Suite WB100 Premises and Suite WB200 Premises in their “as is” condition (subject to Landlord's continuing repair and maintenance obligations, as outlined in Section 10 of the Lease (as may be amended)), and Landlord shall have no obligation to make any alterations or improvements thereto whatsoever (provided that Landlord shall deliver same in good and tenantable condition, broom clean, with all systems serving same in good working order). Any alterations that Tenant desires to make in the Suite WB100 Premises and Suite WB200 Premises shall be subject to all the terms and conditions hereofset forth in Section 11 of the Lease. Notwithstanding anything in the Lease to the contrary (and specifically deleting the references to the Improvements Allowances (as defined in Section 7 of the Fourth Amendment) for the DB First Floor Expansion Premises and the DB Second Floor Expansion Premises in Section 7 of the Fourth Amendment), Landlord agrees, at its cost and expense hereby agrees to complete a grant Tenant (i) an allowance in the amount of $217,480.45 (i.e. $29.33 per rentable square foot multiplied by 7,416 rentable square feet) (the “turnkey” interior build-out (“Tenant ImprovementsSuite WB100 Granted Allowance”) to be applied toward the cost (including architectural and engineering fees) of alterations performed by Tenant in the Suite WB100 Premises and (ii) an allowance in the amount of $124,988.76 (the “Suite WB200 Granted Allowance”, together with the Suite WB100 Granted Allowance, collectively, the “Granted Allowance”) to be applied toward the cost of the Leased design and construction of any alterations Tenant desires to perform in Suite WB100 Premises and Suite WB200 Premises, respectively, in accordance conjunction with the conditions stated in the Work Letter attached hereto as Exhibit C Tenant’s initial occupancy of Suite WB100 Premises and incorporated hereby pursuant to the Approved Final Plans to be finalized and approved in accordance with the Work Letter and upon approval attached theretoSuite WB200. Any changes or modifications to the Approved Final Plans thereafter must be done in writing and signed by both Tenant and Landlord in accordance with the Work Letter. So long as in accordance with Article 19 of this Lease, Tenant agrees that Landlord shall be entitled to select, in its reasonable discretion and acting in good faith, all architects, engineers, contractors and material suppliers necessary to furnish the labor and materials for the construction portion of the Granted Allowance may be applied to pay the fees of the architect and engineers and any construction supervision, contractors' overhead and profit charges, along with fees for any project manager employed by Tenant Improvements. Landlord shall be the sole contracting party with respect to such alterations, as well as any licensing and permitting costs and fees; provided, the employment Suite WB100 Granted Allowance may only be used for the Suite WB100 Premises and the Suite WB200 Granted Allowance may only be used for the Suite WB200 Premises. The cost of contractors Tenant’s alterations in the Suite WB100 Premises shall be paid first out the Suite WB100 Granted Allowance until the Suite WB100 Granted Allowance is exhausted (at which perform the work necessary to construct the Tenant Improvements. time Tenant shall be fully responsible for the cost of any further alterations), and the cost of Tenant’s alteration in the Suite WB200 Premises shall be paid first out the Suite WB200 Granted Allowance until the Suite WB200 Allowance is exhausted (at which time Tenant shall be fully responsible for the cost of any further alterations). Provided no Event of Default then exists under the Lease, the Granted Allowance (or portions thereof) shall be disbursed to Tenant within thirty (30) days following Tenant's submission to Landlord of paid invoices for work related to alterations performed by Tenant in the Suite WB100 Premises and Suite WB200 Premises, accompanied by waivers of liens executed by all contractors employed by Tenant for the performance of such work. If the cost of Tenant's alterations in the Suite WB100 Premises or the Suite WB200 Premises exceeds the amount of the Suite WB100 Granted Allowance or the Suite WB200 Granted Allowance, the excess shall be paid by Tenant after the Suite WB100 Granted Allowance or the Suite WB200 Granted Allowance is fully exhausted. Any portion of the (i) Suite WB100 Granted Allowance that has not been applied (or contracted to be entitled applied) in the manner set forth above by the date which is twelve (12) months following the Suite WB100 Premises Seventh Amendment Commencement Date shall revert to access to the Leased Premises prior to the Date of Substantial Completion Landlord, and Tenant shall have no further rights with respect thereto and (ii) Suite WB200 Granted Allowance that has not interfere with been applied (or impair contracted to be applied) in any material way the construction of manner set forth above by the Tenant Improvementsdate which is twelve (12) months following the Suite WB200 Premises Seventh Amendment Commencement Date shall revert to Landlord, and any such interference or impairment shall be included within a Tenant Delay as defined in the Work Letter and shall entitle Landlord to all remedies provided herein for breach of this Lease. Prior to the Possession Date, Tenant shall not enter into any contract for construction of any improvements within the Leased Premises have no further rights with any person other than Landlord without Landlord's prior written consent. Tenant, at Tenant's expense, shall obtain and maintain any and all necessary permits and licenses to enable Tenant to conduct Tenant’s Permitted Use, and the failure of Tenant to obtain or maintain same shall not in any manner affect the Tenant’s obligations hereunder. Landlord shall be solely responsible, at its cost and expense, for obtaining all permits and approvals related to the Tenant Improvementsrespect thereto.

Tenant Improvements. Subject to Tenant shall construct, furnish or install all improvements, equipment or fixtures, that are necessary for Tenant’s use and occupancy of the terms and conditions hereofentirety of the Leased Premises (collectively, Landlord agrees, at its cost and expense to complete a “turnkey” interior build-out (the “Tenant Improvements”) ). Tenant shall complete construction of the Tenant Improvements for the entirety of the Leased Premises in accordance with Premises. Tenant shall also be responsible for the conditions stated in the Work Letter attached hereto as Exhibit C and incorporated hereby pursuant cost of any alterations to the Approved Final Plans to be finalized and approved in accordance with the Work Letter and upon approval attached thereto. Any changes or modifications to the Approved Final Plans thereafter must be done in writing and signed by both Tenant and Landlord in accordance with the Work Letter. So long Building required as in accordance with Article 19 of this Lease, Tenant agrees that Landlord shall be entitled to select, in its reasonable discretion and acting in good faith, all architects, engineers, contractors and material suppliers necessary to furnish the labor and materials for the construction a result of the Tenant Improvements. Tenant will engage a consultant reasonably approved by Landlord shall be to manage the sole contracting party with respect to the employment of contractors which perform the work necessary to construct the Tenant Improvements. Tenant shall not be entitled to access to the Leased Premises prior to the Date of Substantial Completion design and Tenant shall not interfere with or impair in any material way the construction of the Tenant Improvements, and any such interference or impairment shall be included within a Improvements (“Tenant Delay as defined in the Work Letter and shall entitle Landlord to all remedies provided herein for breach of this LeaseImprovement Project Manager”). Prior to the Possession Date, Tenant shall not enter into any contract cause all drawings and specifications for construction of any improvements within the Leased Premises with any person other than Tenant Improvements to be prepared by an architect selected by Tenant and reasonably approved by Landlord without (“Tenant Improvement Architect”) and to be constructed by Landmark Builders Incorporated (“Tenant Improvement Contractor”). Landlord's ’s prior written consent. Tenant, at Tenant's expensewhich shall not be unreasonably withheld, shall obtain be required if Tenant desires to change its Tenant Improvement Architect, Tenant Improvement Contractor or Tenant Improvement Project Manager. Tenant shall furnish to Landlord a copy of the executed contracts between Tenant and maintain any and all necessary permits and licenses to enable Tenant to conduct Tenant’s Permitted UseImprovement Architect, and the failure Tenant and Tenant Improvement Contractor, covering all of Tenant to obtain or maintain same shall not in any manner affect the Tenant’s obligations hereunderunder this Work Letter. Landlord The Tenant Improvements shall be solely responsiblein conformity with drawings and specifications submitted to and approved by Landlord, at its cost which approval shall not be unreasonably withheld or delayed, and expense, for obtaining all permits and approvals related to shall be performed in accordance with the Tenant Improvements.following provisions:

Tenant Improvements. Subject to the terms and conditions hereof, Landlord agreesAll Tenant Improvements shall be performed by Tenant’s contractor, at its Tenant’s sole cost and expense (subject to complete a “turnkey” interior build-out (“Tenant Improvements”) Landlord’s obligations with respect to any portion of the Leased Premises TI Allowance and in accordance with the conditions stated in Approved Plans (as defined below), the Work Letter attached hereto as Exhibit C Lease and incorporated hereby pursuant to the Approved Final Plans to be finalized and approved in accordance with the Work Letter and upon approval attached thereto. Any changes or modifications to the Approved Final Plans thereafter must be done in writing and signed by both Tenant and Landlord in accordance with the this Work Letter. So long To the extent that the total projected cost of the Tenant Improvements (as projected by Landlord) exceeds the TI Allowance (such excess, the “Excess TI Costs”), Tenant shall pay the costs of the Tenant Improvements on a pari passu basis with Landlord as such costs become due, in the proportion of Excess TI Costs payable by Tenant to the base TI Allowance. If the cost of the Tenant Improvements (as projected by Landlord) increases over Landlord’s initial projection, then Landlord may notify Tenant and Tenant shall pay any additional Excess TI Costs in the same way that Tenant pays the initial Excess TI Costs. If Tenant fails to pay, or is late in paying, any sum due to Landlord under this Work Letter, then Landlord shall have all of the rights and remedies set forth in the Lease for nonpayment of Rent (including the right to interest and the right to assess a late charge), and for purposes of any litigation instituted with regard to such amounts the same shall be considered Rent. All material and equipment furnished by Tenant or its contractors as the Tenant Improvements shall be new or “like new;” the Tenant Improvements shall be performed in a first-class, workmanlike manner; and the quality of the Tenant Improvements shall be of a nature and character not less than the Building Standard. Tenant shall take, and shall require its contractors to take, commercially reasonable steps to protect the Premises during the performance of any Tenant Improvements, including covering or temporarily removing any window coverings so as to guard against dust, debris or damage and ensuring compliance with the Contractor Rules and Regulations. All Tenant Improvements shall be performed in accordance with Article 19 17 of the Lease; provided that, notwithstanding anything in the Lease or this Lease, Tenant agrees that Landlord shall be entitled Work Letter to selectthe contrary, in its reasonable discretion and acting in good faith, all architects, engineers, contractors and material suppliers necessary to furnish the labor and materials for the construction event of the Tenant Improvements. Landlord shall be the sole contracting party with respect to the employment of contractors which perform the work necessary to construct the Tenant Improvements. Tenant shall not be entitled to access to the Leased Premises prior to the Date of Substantial Completion and Tenant shall not interfere with or impair in any material way the construction of the Tenant Improvements, and any such interference or impairment shall be included within a Tenant Delay as defined in the conflict between this Work Letter and shall entitle Landlord to all remedies provided herein for breach Article 17 of the Lease, the terms of this LeaseWork Letter shall govern. Prior to the Possession DateIf applicable, Tenant shall not enter into any contract for construction of any improvements within the Leased Premises with any person other than Landlord without Landlord's prior written consent. Tenant, at Tenant's expense, shall obtain all vivarium or critical operation areas must have dedicated HVAC and maintain any and all necessary permits and licenses to enable Tenant to conduct Tenant’s Permitted Use, and the failure of Tenant to obtain or maintain same shall not in any manner affect the Tenant’s obligations hereunder. Landlord shall be solely responsible, at its cost and expense, for obtaining all permits and approvals related to the Tenant Improvementselectrical systems serving those areas.

Tenant Improvements. Subject to the terms and conditions hereof, Landlord agreesAll Tenant Improvements shall be performed by Tenant’s contractors, at its Tenant’s sole and direct cost and expense (subject to complete a “turnkey” interior build-out (“Tenant Improvements”) Landlord’s obligations with respect to any portion of the Leased Premises TI Allowance) and in accordance with the conditions stated in Approved Plans (as defined below), the Work Letter attached hereto as Exhibit C Lease and incorporated hereby pursuant to the Approved Final Plans to be finalized and approved in accordance with the Work Letter and upon approval attached thereto. Any changes or modifications to the Approved Final Plans thereafter must be done in writing and signed by both Tenant and Landlord in accordance with the this Work Letter. So long as in accordance As part of the Tenant Improvements, with Article 19 of this LeaseLandlord’s approval, Tenant agrees that may locate a Generator (as defined in Section 16.2 of the Lease) at the Project or on the roof of the Building in a location to be agreed upon by Landlord shall be entitled to select, in its reasonable discretion and acting in good faith, all architects, engineers, contractors and material suppliers necessary to furnish Tenant during the labor and materials for the construction design of the Tenant Improvements. Landlord The cost of maintaining, repairing and replacing the Generator shall be Tenant’s sole responsibility. To the sole contracting party with respect extent that the total projected cost of the Tenant Improvements (as reasonably projected by Tenant) exceeds the TI Allowance (such excess, the “Excess TI Costs”), Tenant shall pay such Excess TI Costs. Tenant shall pay all costs of the Tenant Improvements as such costs become due and Landlord (upon receipt of a Reimbursement Request (as defined in Section 6.3) and the accompanying materials required by Section 6.3) shall reimburse Tenant on a pari passu basis, in the proportion of the TI Allowance payable by Landlord to the employment total projected costs of contractors which perform the work necessary to construct the Tenant Improvements. If Tenant fails to pay, or is late in paying, any sum due under this Work Letter, then Landlord may, but shall not be entitled obligated to, pay such sums and collect the same from Tenant and shall have all of the rights and remedies set forth in the Lease for nonpayment of Rent (including the right to access interest and the right to assess a late charge), and for purposes of any litigation instituted with regard to such amounts the Leased Premises prior to same shall be considered Rent. All material and equipment furnished by Tenant or its contractors as the Date Tenant Improvements shall be new or “like new;” the Tenant Improvements shall be performed in a good and workmanlike manner; and the Tenant Improvements shall be of Substantial Completion and Class A quality Tenant shall not interfere with or impair in take, and shall require its contractors to take, commercially reasonable steps to protect the Premises during the performance of any material way the construction of the Tenant Improvements, and including covering or temporarily removing any such interference window coverings so as to guard against dust, debris or impairment shall be included within a Tenant Delay as defined in the Work Letter and shall entitle Landlord to all remedies provided herein for breach of this Lease. Prior to the Possession Date, Tenant shall not enter into any contract for construction of any improvements within the Leased Premises with any person other than Landlord without Landlord's prior written consent. Tenant, at Tenant's expense, shall obtain and maintain any and all necessary permits and licenses to enable Tenant to conduct Tenant’s Permitted Use, and the failure of Tenant to obtain or maintain same shall not in any manner affect the Tenant’s obligations hereunder. Landlord shall be solely responsible, at its cost and expense, for obtaining all permits and approvals related to the Tenant Improvementsdamage.

Tenant Improvements. Subject to Landlord shall solicit bids for the terms and conditions hereof, Landlord agrees, at its cost and expense to complete a “turnkey” interior build-out Tenant Improvements from no less than three (“Tenant Improvements”3) of the Leased Premises in accordance with the conditions stated in the Work Letter attached hereto but not more than five (5) general contractors as Exhibit C and incorporated hereby pursuant to the Approved Final Plans to be finalized and mutually approved in accordance with the Work Letter and upon approval attached thereto. Any changes or modifications to the Approved Final Plans thereafter must be done in writing and signed by both Tenant and Landlord (which may include some or all of the general contractors listed in accordance the definition of "Contractor" above). All subcontracted work (except for fire alarm, Building automation system(s) connections, Building roof work and work associated with existing warranties) will be competitively bid by a minimum of three (3) qualified subcontractors in each trade of work. Tenant and Landlord will mutually agree on the selection of the Contractor to be the general contractor for the Tenant Improvements. Upon selection of the Contractor, Landlord will enter into a construction contract with the Contractor to perform the Work Letterand making advances to Contractor from the Improvement Allowance. So long as The Tenant Improvements, pursuant to a construction contract that will provide for Substantial Completion to occur within the time period provided for in accordance with Article 19 the Timeline and deliver possession of this Leasethe Expansion Space to Tenant. Tenant will be responsible for all direct and indirect costs of the design and construction of the Tenant Improvements. Such costs may include, Tenant agrees that Landlord shall be entitled to select, in its reasonable discretion and acting in good faithwithout limitation, all architectscosts of preparing the Space Plan, engineersconstruction document preparation, contractors design, Plans and material suppliers necessary Specifications, general NEW EXHIBIT D – TENANT IMPROVEMENTS AGREEMENT conditions, labor, materials, wiring and cabling costs, MEP fees, and other construction costs, the fees (on an hourly basis) of Contractor’s project manager, Landlord’s construction manager and site superintendent for the Tenant Improvements, and all costs incurred in connection with obtaining permits for the Tenant Improvements and moving costs (not to furnish exceed $37,360.05). If the labor and materials contracts for the construction of the Tenant ImprovementsImprovements will exceed the Improvement Allowance, Tenant shall pay such excess in full. Landlord For all purposes of ownership, including risk of loss thereto, the Tenant Improvements will immediately upon installation be and remain a part of the Building and the property of Landlord. Work shall be the sole contracting party with respect deemed to the employment of contractors which perform the work necessary to construct the Tenant Improvementscompleted upon Substantial Completion. Tenant shall not be entitled hereby elects in writing to access to the Leased Premises prior to the Date of Substantial Completion and Tenant shall not interfere with or impair in any material way have Landlord's construction manager, Xxxxxxx Xxxxxx, manage the construction of the Tenant Improvements, Improvements for this phase and any agrees that such interference or impairment construction manager shall be included within receive a Tenant Delay as defined fee for such services in an amount equal to three percent (3%) of the Work Letter and shall entitle Landlord to all remedies provided herein for breach hard costs of this Lease. Prior to the Possession Date, Tenant shall not enter into any contract for construction of any improvements within the Leased Premises with any person other than Landlord without Landlord's prior written consent. Tenant, at Tenant's expense, shall obtain and maintain any and all necessary permits and licenses to enable Tenant to conduct Tenant’s Permitted Use, and the failure of Tenant to obtain or maintain same shall not in any manner affect the Tenant’s obligations hereunder. Landlord shall be solely responsible, at its cost and expense, for obtaining all permits and approvals related to the Tenant Improvementsconstruction.

Tenant Improvements. Subject to Landlord shall solicit bids for the terms and conditions hereof, Landlord agrees, at its cost and expense to complete a “turnkey” interior build-out Tenant Improvements from no less than three (“Tenant Improvements”3) of the Leased Premises in accordance with the conditions stated in the Work Letter attached hereto but not more than five (5) general contractors as Exhibit C and incorporated hereby pursuant to the Approved Final Plans to be finalized and mutually approved in accordance with the Work Letter and upon approval attached thereto. Any changes or modifications to the Approved Final Plans thereafter must be done in writing and signed by both Tenant and Landlord (which may include some or all of the general contractors listed in accordance the definition of "Contractor" above). All subcontracted work (except for fire alarm, Building automation system(s) connections, Building roof work and work associated with existing warranties) will be competitively bid by a minimum of three (3) qualified subcontractors in each trade of work. Tenant and Landlord will mutually agree on the selection of the Contractor to be the general contractor for the Tenant Improvements. Upon selection of the Contractor, Landlord will enter into a construction contract with the Contractor to perform the Work Letterand making advances to Contractor from the Improvement Allowance. So long as The Tenant Improvements, pursuant to a construction contract that will provide for Substantial Completion to occur within the time period provided for in accordance with Article 19 the Timeline and deliver possession of this Leasethe Expansion Space to Tenant. Tenant will be responsible for all direct and indirect costs of the design and construction of the Tenant Improvements. Such costs may include, Tenant agrees that Landlord shall be entitled to select, in its reasonable discretion and acting in good faithwithout limitation, all architectscosts of preparing the Space Plan, engineersconstruction document preparation, contractors design, Plans and material suppliers necessary to furnish Specifications, general conditions, labor, materials, and other construction costs, the labor fees (on an hourly basis) of Contractor’s project manager and materials site superintendent for the Tenant Improvements, and all costs incurred in connection with obtaining permits for the Tenant Improvements. If the contracts for the construction of the Tenant ImprovementsImprovements will exceed the Improvement Allowance, Tenant shall pay such excess in full. Landlord For all purposes of ownership, including risk of loss thereto, the Tenant Improvements will immediately upon installation be and remain a part of the Building and the property of Landlord. Work shall be the sole contracting party with respect deemed to the employment of contractors which perform the work necessary to construct the Tenant Improvementscompleted upon Substantial Completion. Tenant shall not be entitled hereby elects in writing to access to the Leased Premises prior to the Date of Substantial Completion and Tenant shall not interfere with or impair in any material way have Landlord's Construction Manager, Xxxxx Interests, manage the construction of the Tenant Improvements, Improvements for this phase and any agrees that such interference or impairment Construction Manager shall be included within receive a Tenant Delay as defined fee for such services in an amount equal to three percent (3%) of the Work Letter and shall entitle Landlord to all remedies provided herein for breach hard costs of this Lease. Prior to the Possession Date, Tenant shall not enter into any contract for construction of any improvements within the Leased Premises with any person other than Landlord without Landlord's prior written consent. Tenant, at Tenant's expense, shall obtain and maintain any and all necessary permits and licenses to enable Tenant to conduct Tenant’s Permitted Use, and the failure of Tenant to obtain or maintain same shall not in any manner affect the Tenant’s obligations hereunder. Landlord shall be solely responsible, at its cost and expense, for obtaining all permits and approvals related to the Tenant Improvementsconstruction.

Tenant Improvements. Subject to the terms and conditions hereof, Landlord agreesshall install, at its cost and expense to complete a “turnkey” interior build-out Landlord's expense, the tenant improvements (“hereinafter the "Tenant Improvements”") of in a good and workmanlike manner using only first-class materials and in compliance with Governmental Regulations as defined in Paragraph 16, set forth in both the Leased Premises in accordance with the conditions stated in the Work Letter Tenant Improvement Specifications attached hereto as Exhibit C C-1, the construction drawings attached hereto as Exhibit C-2, and incorporated hereby pursuant the landscaping plan attached hereto as Exhibit C-3. Notwithstanding anything to the Approved Final Plans to be finalized and approved contrary contained in accordance with the Work Letter and upon approval attached thereto. Any changes or modifications to the Approved Final Plans thereafter must be done in writing and signed by both Tenant and Landlord in accordance with the Work Letter. So long as in accordance with Article 19 of this Lease, Tenant agrees that the Landlord shall be entitled diligently endeavor to select, in its reasonable discretion complete (except for punch list items) satisfactory to the Tenant and acting in good faith, all architects, engineers, contractors and material suppliers necessary to furnish the labor and materials for Landlord the so-called "manufacturing area" designated on the construction drawings attached hereto as Exhibit C-2 (the "Manufacturing Area") on or before sixty (60) calendar days from the full execution of this Lease Agreement. Upon completion, the Landlord will notify the Tenant Improvements. Landlord shall be the sole contracting party with respect to the employment that a written approval of contractors occupancy from Xxxxxx County has been obtained at which perform the work necessary to construct time the Tenant Improvements. Tenant shall not be entitled have the option to access to occupy the Leased Premises Manufacturing Area at any time prior to the Date of Substantial Completion and Commencement Date. If occupied by the Tenant prior to the Commencement Date, the Tenant shall not interfere with or impair pay the pro rata Base Rental and all other charges specified in any material way this Lease for the construction period from such occupancy to the Commencement Date based on the ratio of the Tenant Improvements, and any such interference or impairment leasable square footage of the Manufacturing Space to the leasable square footage of the Premises which amounts shall be included within a Tenant Delay as defined due and payable on the Commencement Date. All references in this Lease to the Work Letter and shall entitle Landlord to all remedies provided herein for breach term of this Lease. Prior Lease shall include the period from such occupancy to the Possession Commencement Date, Tenant shall not enter into any contract for construction of any improvements within the Leased Premises with any person other than Landlord without Landlord's prior written consent. Tenant, at Tenant's expense, shall obtain and maintain any and all necessary permits and licenses to enable Tenant to conduct Tenant’s Permitted Use, and the failure of Tenant to obtain or maintain same shall not in any manner affect the Tenant’s obligations hereunder. Landlord shall be solely responsible, at its cost and expense, for obtaining all permits and approvals related to the Tenant Improvements.

Tenant Improvements. Subject Tenant shall not make or allow to be made any structural alterations or physical additions in or to the terms Leased Premises (“Tenant Alterations”) without complying with all Legal Requirements and conditions hereofwithout first obtaining the written consent of Landlord. Consent may be conditioned upon review and approval of plans and specifications and monitoring of construction by Landlord, Landlord’s consultants or any manufacturer providing any original components of the Leased Premises. Landlord’s review of Tenant’s plans and specifications and monitoring of construction shall be solely for Landlord’s benefit and shall impose no duty or obligation on Landlord agreesto confirm that the plans and specifications and/or construction comply with any Legal Requirements. Any Tenant Alterations shall be made or performed at Tenant’s sole cost and expense by a contractor or contractors acceptable to Landlord and in a good, workmanlike and lien free manner. All Tenant Alterations are the property of Landlord and must be surrendered to Landlord upon the termination of this Lease without credit to Tenant; provided, however, Landlord, at its cost and expense option, at the time Landlord’s consent is granted, may designate in writing to complete a “turnkey” interior build-out (“Tenant Improvements”) of that Tenant remove certain Tenant Alterations in order to restore the Leased Premises to the condition existing at the time Tenant took possession, all costs of removal to be borne by Tenant. This clause does not apply to moveable equipment, fixtures or furniture owned by Tenant, which may be removed by Tenant at the end of the Term, provided such removal can he accomplished without material damage to the Leased Premises. Upon completion of any Tenant Alterations, Tenant shall provide Landlord with “as built plans” (on CAD form), copies of all construction contracts and proof of payment for all labor and materials (including lien waivers). To defer the cost to Landlord associated with Tenant Alterations and confirming that such improvements are in accordance with the conditions stated terms of this Lease and comply with all Legal Requirements, Tenant shall reimburse Landlord within thirty (30) days after notice and supporting documentation, as Additional Rent, any sums expended by Landlord for third party examination of the architectural, mechanical, electrical and plumbing plans for any Tenant Alterations. Tenant, at its own cost and expense and without Landlord’s prior approval, may erect such shelves, machinery and trade fixtures (collectively “Trade Fixtures”) in the Work Letter attached hereto as Exhibit C and incorporated hereby pursuant ordinary course of its business provided that such items do not alter the basic character of the Leased Premises, do not overload or damage the Leased Premises, may be removed without injury to the Approved Final Plans to be finalized Leased Premises, and approved in accordance the construction, erection, and installation thereof complies with the Work Letter all Legal Requirements and upon approval attached theretowith Landlord’s requirements set forth above. Any changes Upon expiration or modifications to the Approved Final Plans thereafter must be done in writing and signed by both Tenant and Landlord in accordance with the Work Letter. So long as in accordance with Article 19 of earlier termination or this Lease, Tenant agrees that Landlord shall be entitled to select, in remove its reasonable discretion and acting in good faith, all architects, engineers, contractors and material suppliers necessary to furnish the labor and materials for the construction of the Tenant Improvements. Landlord shall be the sole contracting party with respect to the employment of contractors which perform the work necessary to construct the Tenant Improvements. Tenant shall not be entitled to access to the Leased Premises prior to the Date of Substantial Completion and Tenant shall not interfere with or impair in any material way the construction of the Tenant Improvements, and any such interference or impairment shall be included within a Tenant Delay as defined in the Work Letter Trade Fixtures and shall entitle Landlord to all remedies provided herein for breach of this Lease. Prior to the Possession Date, Tenant shall not enter into repair any contract for construction of any improvements within the Leased Premises with any person other than Landlord without Landlord's prior written consent. Tenant, at Tenant's expense, shall obtain and maintain any and all necessary permits and licenses to enable Tenant to conduct Tenant’s Permitted Use, and the failure of Tenant to obtain or maintain same shall not in any manner affect the Tenant’s obligations hereunder. Landlord shall be solely responsible, at its cost and expense, for obtaining all permits and approvals related to the Tenant Improvementsdamage caused by such removal.

Tenant Improvements. Subject Promptly following Delivery of each Additional Premises Floor, Tenant shall commence construction of the improvements Tenant desires to make therein prior to Tenant’s initial occupancy of the terms and conditions hereof, Landlord agrees, at its cost and expense to complete a “turnkey” interior build-out Additional Premises Floor (the “Tenant Improvements”). For avoidance of doubt, (i) the Tenant Improvements shall consist of interior improvements necessary to facilitate the use by Tenant of the Additional Premises for the use(s) permitted hereunder, and shall not include the installation of Building Systems (as defined in Paragraph 4.b. of the Lease) or the modification of same; and (ii) Tenant is not acting as the agent of Landlord in its construction efforts and not performing any work of improvements within the Additional Premises on behalf of Landlord. If, as of the Delivery of an Additional Premises Floor, all of the Additional Landlord Work on that Additional Premises Floor (if any) has not been completed, then, during the period commencing on the Delivery of such Additional Premises Floor and continuing through the date immediately preceding the date that all of the Additional Landlord Work on that Additional Premises Floor is completed, (i) no rent shall be due or accrue under the Lease (as amended by this Third Amendment) for the Additional Premises, (ii) the Indemnitees covered by Tenant’s indemnity obligations under Paragraph 14.b. of the Lease shall, as to the Additional Premises, be limited to SRI Nine Market Square LLC, and (iii) Tenant’s liability under the Lease (as amended by this Third Amendment) for acts or failures to act, to the extent applicable to the Additional Premises, will be limited as described in Paragraph 25.b.6. of the Lease (with the term “Construction Period” meaning the period commencing on the Third Amendment Effective Date and ending on the date all of the Landlord’s Work and Additional Landlord Work is completed), provided, that for the purposes of application to the Additional Premises only, (x) the term “Tenant’s Share” as used in Paragraph 25.b.6 of the Lease shall mean 11.61% and (y) the rate included in clauses (b)(i) and (b)(ii) of the Leased Premises in accordance with introductory paragraph of Paragraph 25.b.6 shall remain 7.8%. Accordingly, the conditions stated example contained in the Work Letter attached hereto as Exhibit C and incorporated hereby pursuant to the Approved Final Plans to penultimate grammatical paragraph of Paragraph 25.b.6 would be finalized and approved in accordance with the Work Letter and upon approval attached thereto. Any changes or modifications to the Approved Final Plans thereafter must be done in writing and signed by both Tenant and Landlord in accordance with the Work Letter. So long as in accordance with Article 19 of this Leaserestated, Tenant agrees that Landlord shall be entitled to select, in its reasonable discretion and acting in good faith, all architects, engineers, contractors and material suppliers necessary to furnish the labor and materials for the construction of the Tenant Improvements. Landlord shall be the sole contracting party solely with respect to the employment Additional Premises, as follows: “By way of contractors which perform example, if, as of the work necessary Occurrence Date, (i) Landlord’s Project costs equal $100,000,000.00 (assuming $65,000,000.00 as the purchase price for the Building, and $35,000,000.00 of subsequent costs to construct improve the Building) and (ii) Tenant Improvements. Tenant shall has not be entitled previously paid to access Landlord any Monthly Rent with respect to the Leased Additional Premises, and (iii) there has been no draw upon the Letter of Credit, and (iv) as there are no payments due from Tenant to Landlord under the Lease (as amended by this Third Amendment) with respect to the Additional Premises prior to the Date of Substantial Completion and Tenant shall not interfere with or impair in any material way the construction of the Tenant Improvements, and any such interference or impairment shall be included within a Tenant Delay as defined date upon which Landlord completes Landlord’s Work in the Work Letter and shall entitle Landlord to all remedies provided herein for breach of this Lease. Prior Additional Premises, Tenant’s liability with respect to the Possession Date, Tenant shall not enter into any contract for construction Additional Premises would be limited to (x) 11.61% of any improvements within the Leased Premises with any person other than Landlord without Landlord's prior written consent. Tenant, at Tenant's expense, shall obtain and maintain any and all necessary permits and licenses to enable Tenant to conduct Tenant’s Permitted Use, and the failure $89,950,000.00 (i.e.,89.95% of Tenant to obtain Project Costs) or maintain same shall not in any manner affect the Tenant’s obligations hereunder. Landlord shall be solely responsible, at its cost and expense, for obtaining all permits and approvals related to the Tenant Improvementsapproximately $10,443,195.00.”

Tenant Improvements. Subject Tenant shall not make or allow to be made any alterations or physical additions in or to the terms Leased Premises ("Tenant Alterations") without complying with all Legal Requirements and conditions hereofwithout first obtaining the written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed Consent may be conditioned upon review and approval of plans and specifications and monitoring of construction by Landlord. Landlord's review of Tenant's plans and specifications and monitoring of construction shall be solely for Landlord's benefit and shall impose no duty or obligation on Landlord agreesto confirm that the plans and specifications and/or construction comply with any Legal Requirements. Any Tenant Alterations shall be made or performed at Tenant's sole cost and expense by a contractor or contractors acceptable to Landlord and in a good, workmanlike and lien free manner. All Tenant Alterations are the property of Landlord and must be surrendered to Landlord upon the termination of this Lease without credit to Tenant; provided, however, Landlord, at its cost and expense option, may require Tenant to complete a “turnkey” interior build-out (“remove any Tenant Improvements”) of Alterations in order to restore the Leased Premises to the condition existing at the time Tenant took possession, all costs of removal to be borne by Tenant, provided notice of such requirement is delivered to Tenant at the time consent for the Tenant Alterations is given. This clause does not apply to moveable equipment or furniture owned by Tenant, which may be removed by Tenant at the end of the Term if no Event of Default then exists and if such equipment and furniture are not then subject to any other rights, liens and interest of Landlord and such removal can be accomplished without material damage to the Leased Premises. Upon completion of any Tenant Alterations, Tenant shall provide Landlord with "as built plans" (on CADD form), copies of all construction contracts and proof of payment for all labor and materials (including lien waivers). To defer the cost to Landlord associated with Tenant Alterations and confirming that such improvements are in accordance with the conditions stated terms of this Lease and comply with all Legal Requirements, Tenant shall reimburse Landlord upon demand, as Additional Rent, any sums expended by Landlord for third party examination of the architectural, mechanical, electrical and plumbing plans for any Tenant Alterations. Tenant, at its own cost and expense and without Landlord's prior approval, may erect such shelves, bins, machinery and trade fixtures (collectively "Trade Fixtures") in the Work Letter attached hereto as Exhibit C and incorporated hereby pursuant ordinary course of its business provided that such items do not alter the basic character of the Leased Premises, do not overload or damage the Leased Premises, may be removed without injury to the Approved Final Plans to be finalized Leased Premises, and approved in accordance the construction, erection, and installation thereof complies with the Work Letter all Legal Requirements and upon approval attached theretowith Landlord's requirements set forth above. Any changes Upon expiration or modifications to the Approved Final Plans thereafter must be done in writing and signed by both Tenant and Landlord in accordance with the Work Letter. So long as in accordance with Article 19 of earlier termination or this Lease, Tenant agrees that Landlord shall be entitled to select, in remove its reasonable discretion and acting in good faith, all architects, engineers, contractors and material suppliers necessary to furnish the labor and materials for the construction of the Tenant Improvements. Landlord shall be the sole contracting party with respect to the employment of contractors which perform the work necessary to construct the Tenant Improvements. Tenant shall not be entitled to access to the Leased Premises prior to the Date of Substantial Completion and Tenant shall not interfere with or impair in any material way the construction of the Tenant Improvements, and any such interference or impairment shall be included within a Tenant Delay as defined in the Work Letter Trade Fixtures and shall entitle Landlord to all remedies provided herein for breach of this Lease. Prior to the Possession Date, Tenant shall not enter into repair any contract for construction of any improvements within the Leased Premises with any person other than Landlord without Landlord's prior written consent. Tenant, at Tenant's expense, shall obtain and maintain any and all necessary permits and licenses to enable Tenant to conduct Tenant’s Permitted Use, and the failure of Tenant to obtain or maintain same shall not in any manner affect the Tenant’s obligations hereunder. Landlord shall be solely responsible, at its cost and expense, for obtaining all permits and approvals related to the Tenant Improvementsdamage caused by such removal.

Tenant Improvements. Subject to the terms and conditions hereof, Landlord agrees, at its cost and expense to complete shall provide Tenant a “turnkey” interior build-out Tenant Improvement Allowance (“Tenant ImprovementsTIA”) of $12.50 per square foot, or Two Hundred Eight Thousand Seven Hundred Seventy Five & 00/00 ($208,775.00) to be used by Tenant for permanent building standard improvements to all or part of the Leased Premises in accordance with the conditions stated and for repair and maintenance of equipment and fixtures in the Work Letter attached hereto Premises as Exhibit C and incorporated hereby pursuant to of the Approved Final Plans to be finalized and approved in accordance with the Work Letter and upon approval attached theretoCommencement Date. Any changes or modifications to the Approved Final Plans thereafter must be done in writing and signed by both Tenant and Landlord in accordance with the Work Letter. So long as in accordance with Article 19 of this Lease, Tenant agrees that Landlord shall be entitled required to selectsubmit detailed plans to Landlord for Landlord’s written approval of said work prior to any work commencing. Tenant shall be responsible for coordinating Tenant’s architect and contractor and obtaining all required approvals, in its reasonable discretion permits and acting in good faith, all architects, engineers, contractors necessary governmental documentation specific to Tenant’s improvements and material suppliers necessary to furnish the labor and materials for the construction of the Tenant Improvementsuse. Landlord shall reimburse Tenant up to TIA amount within 30 days following Landlord’s receipt of Tenant’s invoice for Landlord approved work. Any portion of the TIA not used within eighteen (18) months following the Commencement Date shall be the sole contracting party with respect to the employment of contractors which perform the work necessary to construct the Tenant Improvementsretained by Landlord. Tenant acknowledges that TIA may only be used for permanent building standard improvements to all or part of the Premises and for repair and maintenance of equipment and fixtures in the premises as of the Commencement Date as set forth below or otherwise approved by Landlord in its sole discretion, and which may include, but not be limited to, the actual work, design fees, permitting fees, architectural fees, engineering fees, construction management fees and Washington State sales tax. TIA shall not be entitled to access used for non-building standard improvements to the Leased Premises prior such as, but not limited to, Tenant’s moving costs, low voltage cabling, movable office furniture or other fixtures or equipment specific to the Date of Substantial Completion and Tenant’s use that Tenant may or may not remove from Premises after Tenant vacates Premises or fixtures or equipment that is reasonably determined by landlord to not be re-usable by another tenant after Tenant vacates Premises. Landlord shall not interfere with or impair in any material way charge a construction management fee for the construction of the work done by Tenant Improvements, and any such interference or impairment shall be included within a Tenant Delay as defined provided for in the Work Letter and shall entitle Landlord TIA. Tenant reserves the right to all remedies provided herein for breach of this Lease. Prior to the Possession Date, Tenant shall not enter into any contract for construction of any improvements within the Leased Premises with any person other than Landlord without Landlord's prior written consent. Tenanthire, at Tenant's expense’s cost, shall obtain and maintain any and all necessary permits and licenses independent construction management professionals to enable Tenant manage the work provided for in the TIA. Subject to conduct Tenant’s Permitted Usesubmittal of detailed plans to Landlord for Landlord’s written approval of said work prior to any work commencing, Landlord hereby approves the following permanent building standard improvements to the Premises and the failure following repairs to and maintenance of Tenant to obtain or maintain same shall not in any manner affect the Tenant’s obligations hereunder. Landlord shall be solely responsible, at its cost equipment and expense, for obtaining all permits and approvals related to the Tenant Improvements.fixtures:

Tenant Improvements. Subject Tenant may also build certain additional improvements to the terms and conditions hereof, Landlord agrees, at its cost and expense to complete a “turnkey” interior build-out Premises (the “Tenant Improvements”) of the Leased Premises in accordance with the conditions stated ), as more particularly described in the Work Letter attached hereto as Exhibit C “E”. Landlord has included a Tenant Improvement allowance of Six Dollars ($6.00) per square foot of the Building (“TI Allowance”) (i.e., if the Building is 430,500 square feet, $2,583,000.00) for design, construction drawings, permits and incorporated hereby pursuant actual construction of the Tenant Improvements and for payment of any Change Order Costs. Tenant shall be entitled to seek disbursement from the available TI Allowance to be paid, at Tenant’s election, either to Tenant to the Approved Final Plans extent Tenant has previously paid such amounts or directly to be finalized Tenant’s contractors, their subcontractors, and approved suppliers for the cost of any Tenant Improvements constructed or installed by such contractors, subcontractors, and/or suppliers. Landlord shall provide said disbursement within thirty (30) days after receipt of a written request for disbursement, provided that Tenant is in accordance compliance with the Work Letter following: (i) Landlord must receive a written request for disbursement from Tenant together with complete invoices with all back up including copies of invoices from subcontractors to support general contractor invoices; (ii) Landlord must have received W-9s for each contractor, subcontractor or supplier to paid; (iii) Landlord must receive conditional upon progress lien waivers for each contractor, subcontractor or supplier to paid along with unconditional upon progress lien waivers for all previous disbursements; and upon approval attached thereto(iv) Tenant is not in default of any of its obligations under this lease. Any changes or modifications to All Tenant Improvements shall be constructed in the Approved Final Plans thereafter must be done manner set forth in writing and signed by both Tenant and Landlord in accordance with the Work Letter. So long as in accordance with Article 19 of this Lease, Tenant agrees that Landlord All invoices shall be entitled subject to selecta ten percent (10%) retention to be held either under the applicable construction contract, in its reasonable discretion and acting in good faithor if no retention thereunder, all architects, engineers, contractors and material suppliers necessary to furnish by Landlord. Payment of the labor and materials for ten percent (10%) retention shall be made upon Landlord’s receipt of the construction “as-built” drawings of the Tenant Improvements. Landlord shall Invoices must be received by the sole contracting party with respect to the employment of contractors which perform the work necessary to construct the Tenant Improvements. Tenant shall not be entitled to access to the Leased Premises prior to the Date of Substantial Completion and Tenant shall not interfere with or impair in any material way the construction 5th of the Tenant Improvements, and any such interference or impairment shall month to be included paid within a Tenant Delay as defined in the Work Letter and shall entitle Landlord to all remedies provided herein for breach of this Lease. Prior to the Possession Date, Tenant shall not enter into any contract for construction of any improvements within the Leased Premises with any person other than Landlord without Landlord's prior written consent. Tenant, at Tenant's expense, shall obtain and maintain any and all necessary permits and licenses to enable Tenant to conduct Tenant’s Permitted Use, and the failure of Tenant to obtain or maintain same shall not in any manner affect the Tenant’s obligations hereunder. Landlord shall be solely responsible, at its cost and expense, for obtaining all permits and approvals related to the Tenant Improvementsthirty (30) days.

Tenant Improvements. Subject Landlord. Landlord shall construct Tenant's Interior Improvements to the terms Premises as follows: Landlord shall replace the approximately 13' x 11' tan/beige solid colored carpet with new carpet that matches the building standard quality and conditions hereof, Landlord agreessteam clean the remainder of the carpet. Tenant to choose the color of the new carpet. (b) Tenant Improvements - Tenant. Tenant is hereby granted the right, at its cost sole. cost, risk and expense to complete a “turnkey” construct interior build-out (“Tenant Improvements”) of the Leased Premises in accordance with the conditions stated in the Work Letter attached hereto as Exhibit C and incorporated hereby pursuant improvements to the Approved Final Plans to be finalized and approved in accordance with Premises. Lessee shall make the Work Letter and upon approval attached thereto. Any changes or modifications appropriate Tenant Improvements to the Approved Final Plans thereafter must be done Premises using permits and licensed contractors in writing and signed by both Tenant and Landlord in accordance with order to make the Work Letter. So long as in accordance with Article 19 of this Lease, Tenant agrees that Landlord shall be entitled Premises conducive to select, in its reasonable discretion and acting in good faith, all architects, engineers, contractors and material suppliers necessary to furnish the labor and materials for the construction of the Tenant Improvementsa medical laboratory. Landlord shall be has approved the sole contracting party with respect to the employment of contractors which perform the work necessary to construct the Tenant Improvements. following improvements; however, Tenant shall not be entitled committed in any way to access rrrake any of the aforementioned Improvements: Tenant to install a passage or point of ingress/egress into each, the adjacent office to the Leased Premises prior left and to the Date right of Substantial Completion the break room area; Tenant to plumb and Install sink(s) with hot or cold running water and drains to each of the rooms adjacent to the left and the right of the break room area; Tenant to remove existing carpeting and replace the carpeting with new non-carpet flooring or have the slab professionally treated and stained using commercial grade stain product. Landlord may also submit a bid for the improvements to the Premises. Tenant shall not interfere with or impair in any material way then have the construction option of selecting the Tenant Improvements, and any such interference or impairment shall be included within a Tenant Delay as defined in the Work Letter and shall entitle Landlord to all remedies provided herein for breach contractor of this Leaseits choice. Prior to the Possession DateShould tenant select its contractor, Tenant shall not enter into any then contract for construction of any improvements within with arid supervise the Leased Premises with any person other than Landlord without construction. Should Tenant elect to utilize Landlord's prior written consent. Tenantcontractor, at TenantTenant shall contract with Landlord's expense, contractor to perform the work and shall obtain and maintain any and all necessary permits and licenses to enable Tenant to conduct Tenant’s Permitted Use, and have the failure option of Tenant to obtain supervising the construction or maintain same shall not in any manner affect having Landlord supervise the Tenant’s obligations hereunder. Landlord shall be solely responsible, at its cost and expense, for obtaining all permits and approvals related to the Tenant Improvementsconstruction.

Tenant Improvements. Subject to the terms and conditions hereof, Landlord agreesAll Tenant Improvements shall be performed by Tenant’s contractor, at its Tenant’s sole cost and expense (subject to complete a “turnkey” interior build-out (“Tenant Improvements”) Landlord’s obligations with respect to any portion of the Leased Premises TI Allowance) and in accordance with the conditions stated in Approved Plans (as defined below), the Work Letter attached hereto as Exhibit C Lease and incorporated hereby pursuant to the Approved Final Plans to be finalized and approved in accordance with the Work Letter and upon approval attached thereto. Any changes or modifications to the Approved Final Plans thereafter must be done in writing and signed by both Tenant and Landlord in accordance with the this Work Letter. So long To the extent that the total projected cost of the Tenant Improvements (as projected by Landlord) exceeds the TI Allowance (such excess, the “Excess TI Costs”), Tenant shall pay the costs of the Tenant Improvements on a pari passu basis with Landlord as such costs become due, in the proportion of Excess TI Costs payable by Tenant to the TI Allowance payable by Landlord. If the cost of the Tenant Improvements (as projected by Landlord) increases over Landlord’s initial projection, then Landlord may notify Tenant and Tenant shall pay any additional Excess TI Costs in the same way that Tenant paid the initial Excess TI Costs. If Tenant fails to pay, or is late in paying, any sum due to Landlord under this Work Letter, then Landlord shall have all of the rights and remedies set forth in the Lease for nonpayment of Rent (including the right to interest and the right to assess a late charge), and for purposes of any litigation instituted with regard to such amounts the same shall be considered Rent. All material and equipment furnished by Tenant or its contractors as the Tenant Improvements shall be new or “like new;” the Tenant Improvements shall be performed in a first-class, workmanlike manner; and the quality of the Tenant Improvements shall be of a nature and character not less than the Building Standard. Tenant shall take, and shall require its contractors to take, commercially reasonable steps to protect the Premises during the performance of any Tenant Improvements, including covering or temporarily removing any window coverings so as to guard against dust, debris or damage. All Tenant Improvements shall be performed in accordance with Article 19 17 of the Lease; provided that, notwithstanding anything in the Lease or this Lease, Tenant agrees that Landlord shall be entitled Work Letter to selectthe contrary, in its reasonable discretion and acting in good faith, all architects, engineers, contractors and material suppliers necessary to furnish the labor and materials for the construction event of the Tenant Improvements. Landlord shall be the sole contracting party with respect to the employment of contractors which perform the work necessary to construct the Tenant Improvements. Tenant shall not be entitled to access to the Leased Premises prior to the Date of Substantial Completion and Tenant shall not interfere with or impair in any material way the construction of the Tenant Improvements, and any such interference or impairment shall be included within a Tenant Delay as defined in the conflict between this Work Letter and shall entitle Landlord to all remedies provided herein for breach Article 17 of the Lease, the terms of this Lease. Prior to the Possession Date, Tenant Work Letter shall not enter into any contract for construction of any improvements within the Leased Premises with any person other than Landlord without Landlord's prior written consent. Tenant, at Tenant's expense, shall obtain and maintain any and all necessary permits and licenses to enable Tenant to conduct Tenant’s Permitted Use, and the failure of Tenant to obtain or maintain same shall not in any manner affect the Tenant’s obligations hereunder. Landlord shall be solely responsible, at its cost and expense, for obtaining all permits and approvals related to the Tenant Improvementsgovern.

Tenant Improvements. Subject to the terms and conditions hereof, Landlord agreesAll Tenant Improvements shall be performed by Landlord’s contractor, at its Tenant’s sole cost and expense (subject to complete a “turnkey” interior build-out (“Landlord’s obligations with respect to any portion of the TI Allowance used by Landlord in completing the Tenant Improvements”) of the Leased Premises and in substantial accordance with the conditions stated in Approved Plans (as defined below), the Work Letter attached hereto as Exhibit C Amendment and incorporated hereby pursuant to the Approved Final Plans to be finalized and approved in accordance with the Work Letter and upon approval attached thereto. Any changes or modifications to the Approved Final Plans thereafter must be done in writing and signed by both Tenant and Landlord in accordance with the this Work Letter. So long To the extent that the total projected cost of the Tenant Improvements (as in accordance with Article 19 of this Leaseprojected by Landlord) exceeds the TI Allowance (such excess, the “Excess TI Costs”), Tenant agrees that shall advance to Landlord shall be entitled to selectany Excess TI Costs within ten (10) days after receipt of an invoice therefor, but in its reasonable discretion and acting in good faith, all architects, engineers, contractors and material suppliers necessary to furnish the labor and materials for the construction of any case before Landlord commences the Tenant Improvements. If Landlord is delayed in commencing the Tenant Improvements due to Tenant’s failure to timely pay the Excess TI Costs to Landlord, then the TI Deadline shall not be extended as a result of such delay. If the actual Excess TI Costs are less than the Excess TI Costs paid by Tenant to Landlord, Landlord shall be credit Tenant with the sole contracting party with respect to overage paid by Tenant against Tenant’s Rent obligations, beginning after Landlord has completed the employment of contractors which perform the work necessary to construct final accounting for the Tenant Improvements. If the cost of the Tenant shall not be entitled to access to the Leased Premises prior to the Date of Substantial Completion Improvements (as projected by Landlord) increases over Landlord’s initial projection, then Landlord may notify Tenant and Tenant shall not interfere deposit any additional Excess TI Costs with Landlord in the same way that Tenant deposited the initial Excess TI Costs. If Tenant fails to pay, or impair is late in paying, any material way the construction sum due to Landlord under this Work Letter, then Landlord shall have all of the Tenant Improvementsrights and remedies set forth in the Lease for nonpayment of Rent (including the right to interest and the right to assess a late charge), and for purposes of any litigation instituted with regard to such interference or impairment amounts the same shall be included within a considered Rent. All material and equipment furnished by Landlord or its contractors as the Tenant Delay as defined in the Work Letter and Improvements shall entitle Landlord to all remedies provided herein for breach of this Lease. Prior to the Possession Date, Tenant shall not enter into any contract for construction of any improvements within the Leased Premises with any person other than Landlord without Landlord's prior written consent. Tenant, at Tenant's expense, shall obtain and maintain any and all necessary permits and licenses to enable Tenant to conduct Tenant’s Permitted Use, be new or “like new,” and the failure of Tenant to obtain or maintain same shall not in any manner affect the Tenant’s obligations hereunder. Landlord Improvements shall be solely responsibleperformed in a first-class, at its cost and expense, for obtaining all permits and approvals related to the Tenant Improvementsworkmanlike manner.

Tenant Improvements. Subject Notwithstanding anything in this Lease to the terms contrary, promptly after the full execution and conditions hereofdelivery of this Lease and prior to the Commencement Date, Landlord agreesshall, at its Landlord’s sole cost and expense to complete a “turnkey” interior build-out expense, cause the following improvements (“Tenant Improvements”’) to be completed (i) new carpet installed in that portion of the Leased Premises designated for office use, (ii) repair, strip, wax and seal the vinyl composition tile in accordance that portion of the Premises designated for laboratory use, (iii) lower the laboratory bench in Suite 20 to Tenant’s specifications, (iv) remove a wall in Suite 20 to create a conference room therein, and (v) paint and perform general cleaning of the Premises. Landlord warrants that, as of Landlord’s delivery of the Premises to Tenant, the Tenant Improvements shall be in compliance with all Legal Requirements as of the issuance of the building permits therefor, and Landlord shall, at its sole cost and expense and as Tenant’s sole remedy, correct any breach of such warranty promptly following receipt of written notice thereof from Tenant. THE SUBMISSION OF THIS LEASE FOR EXAMINATION AND/OR SIGNATURE BY TENANT IS NOT A COMMITMENT BY LANDLORD OR ITS AGENTS TO RESERVE THE PREMISES OR TO LEASE THE PREMISES TO TENANT. THIS LEASE SHALL BECOME EFFECTIVE AND LEGALLY BINDING ONLY UPON FULL EXECUTION AND DELIVERY BY BOTH LANDLORD AND TENANT. UNTIL LANDLORD DELIVERS A FULLY EXECUTED COUNTERPART HEREOF TO TENANT, LANDLORD HAS THE RIGHT TO OFFER AND TO LEASE THE PREMISES TO ANY OTHER PERSON TO THE EXCLUSION OF TENANT. EXECUTED, by Landlord and Tenant as of the date first written above. LANDLORD: Sorrento Square, a California limited partnership By: CDC Financial Investors GP I, LLC, a Delaware limited liability company By: CDC Financial Investors, LLC, a Delaware limited liability company, Its Manager By: Its: By: Its: TENANT: MabVax Therapeutics, Inc., a Delaware corporation By: Title: EXHIBIT “A” SITE/FLOOR PLAN OF PREMISES/ DESCRIPTION OF CENTER Initial EXHIBIT “A” EXHIBIT “B” RULES AND REGULATIONS The following Rules and Regulations shall apply to the Center. Tenant agrees to comply with the conditions stated in the Work Letter attached hereto as Exhibit C same and incorporated hereby pursuant to the Approved Final Plans require its agents, employees, contractors, customers and invitees to be finalized and approved in accordance comply with the Work Letter and upon approval attached thereto. Any changes or modifications to the Approved Final Plans thereafter must be done in writing and signed by both Tenant and Landlord in accordance with the Work Letter. So long as in accordance with Article 19 of this Lease, Tenant agrees that Landlord shall be entitled to select, in its reasonable discretion and acting in good faith, all architects, engineers, contractors and material suppliers necessary to furnish the labor and materials for the construction of the Tenant Improvementssame. Landlord shall be have the sole contracting party right from time to time to amend or supplement these Rules and Regulations, and Tenant agrees to comply, and to require its agents, employees, contractors, customers and invitees to comply, with respect such amended or supplemented Rules and Regulations, provided that (a) notice of such amended or supplemental Rules and Regulations is given to Tenant, and (b) such amended or supplemental Rules and Regulations apply uniformly to all tenants of the Center. If Tenant or its subtenants, employees, agents, or invitees violate any of these Rules and Regulations, resulting in any damage to the employment Center or increased costs of contractors which perform the work necessary to construct the Tenant Improvements. Tenant shall not be entitled to access to the Leased Premises prior to the Date of Substantial Completion and Tenant shall not interfere with or impair in any material way the construction maintenance of the Tenant ImprovementsCenter, and any such interference or impairment shall be included within a Tenant Delay as defined in the Work Letter and shall entitle causing Landlord to all remedies provided herein for breach of this Lease. Prior incur expenses to enforce the Possession DateRules and Regulations, Tenant shall not enter into any contract for construction pay all such costs to Landlord. In the event of any improvements within conflict between the Leased Premises with Lease and these or any person other than Landlord without Landlord's prior written consent. Tenantamended or supplemental Rules and Regulations, at Tenant's expense, the provisions of the Lease shall obtain and maintain any and all necessary permits and licenses to enable Tenant to conduct Tenant’s Permitted Use, and the failure of Tenant to obtain or maintain same shall not in any manner affect the Tenant’s obligations hereunder. Landlord shall be solely responsible, at its cost and expense, for obtaining all permits and approvals related to the Tenant Improvementscontrol.

Tenant Improvements. Subject Promptly after the Execution Date, Landlord, at Tenant’s sole cost and expense, shall commence and diligently pursue completion of the Additional Tenant Improvements to be constructed by it on the Premises. All Additional Tenant Improvements shall be constructed in substantial accord with Schedule C (as approved by the parties), in a workmanlike manner, and otherwise in substantial compliance with all applicable building, fire, health, and sanitary codes and regulations, and shall be performed by a licensed general contractor selected by Landlord and reasonably acceptable to Tenant. Once approved, no material changes to the terms and conditions hereofAdditional Tenant Improvements may be made without the written consent of both parties, Landlord agreeswhich shall not be unreasonably withheld, at its cost and expense to complete conditioned, or delayed. All approved changes shall be made in the form of a “turnkey” interior build-out change order (“Tenant ImprovementsChange Order”) of setting forth the Leased Premises in accordance with increased costs, if any, caused by the conditions stated in the Work Letter attached hereto as Exhibit C change and incorporated hereby pursuant specifying any anticipated delay relating to the Approved Final Plans to be finalized and approved in accordance with the Work Letter and upon approval attached theretothat Change Order, it any. Any changes or modifications to the Approved Final Plans thereafter must be done in writing and signed by both Tenant and Landlord in accordance with the Work Letter. So long as in accordance with Article 19 of this Lease, Tenant agrees that Landlord shall be entitled to select, in its reasonable discretion and acting in good faith, receive a supervision fee from Tenant on all architects, engineers, contractors and material suppliers necessary Change Orders equal to furnish the labor and materials for the construction greater of: (i) seven percent (7.0%) of the Tenant Improvements. Landlord shall be amount of the sole contracting party with respect to the employment of contractors which perform the work necessary to construct the Tenant ImprovementsChange Order; and (ii) $50.00. Tenant shall reimburse Landlord for any increased costs, including any applicable supervision tees, within ten (10) days of Tenant’s receipt of the invoice from Landlord for those increased costs. Unless otherwise noted in writing in Schedule C or in the applicable Change Order, the Additional Tenant Improvements shall remain and be surrendered with the Premises on expiration of the Lease. If Schedule C or the Change Order provides that certain improvements are not to be entitled surrendered, Tenant, at its sole cost, shall, upon termination of the Lease, remove those Additional Tenant Improvements which are not to access remain and repair all damage to the Leased Premises prior caused by their removal. This obligation shall survive a termination of the Lease. Except to the Date of Substantial Completion and extent such is included in the Landlord’s property tax xxxx for the Building or as otherwise stipulated by the parties, during the Term, Tenant shall not interfere with be responsible for any ad valorem taxes relating to the Additional Tenant Improvements whether such are to remain or impair in any material way the construction be removed. Upon completion of the Tenant Improvements, and any such interference or impairment shall be included within a Tenant Delay as defined in the Work Letter and shall entitle Landlord to all remedies provided herein for breach of this Lease. Prior to the Possession Date, Tenant shall not enter into any contract for construction of any improvements within the Leased Premises with any person other than Landlord without Landlord's prior written consent. Tenant, at Tenant's its expense, shall obtain and maintain any and all necessary permits and licenses to enable Tenant to conduct Tenant’s Permitted Use, and the failure provide Landlord with an as-built set of Tenant to obtain or maintain same shall not in any manner affect the Tenant’s obligations hereunder. Landlord shall be solely responsible, at its cost and expense, plans for obtaining all permits and approvals related to the Tenant Improvements.

Tenant Improvements. Subject Landlord is providing the basic Premises in its current “AS IS” condition, without representation or warranty of any kind, and Landlord shall have no obligation to make any modifications or alterations to the terms and conditions hereofPremises except as specifically set forth in this Section 17.1. Notwithstanding the foregoing, Landlord agrees, agrees at its sole cost to (i) construct demising walls to separate the Premises from the remainder of the Building, (ii) install separate meters to measure the gas and electricity being used at the Premises; and (iii) physically separate the fire sprinkler system serving the Premises (the “Landlord Improvements”). Landlord shall complete the Landlord Improvements in compliance with all applicable Laws. Item (iii) of the Landlord improvements shall include physically repositioning any fire sprinkler heads required for the construction of the demising walls; item (iii) of the Landlord Improvements shall specifically exclude any other alterations to the fire sprinkler system in the Premises, or any alterations to the fire sprinkler system in the Premises that are required to comply with any Laws; notwithstanding anything to the contrary in this Lease, any such alterations to the fire sprinkler system in the Premises, to the extent required by Tenant or applicable Laws, shall be completed by Tenant at its sole cost and expense expense. Landlord agrees to complete a “turnkey” interior build-out coordinate the tenant improvements (the “Tenant Improvements”) described on Exhibit 17.1.1 attached hereto. The costs of the Leased Premises in accordance with Tenant Improvements shall be the conditions stated in the Work Letter attached hereto as Exhibit C and incorporated hereby pursuant to the Approved Final Plans to be finalized and approved in accordance with the Work Letter and upon approval attached thereto. Any changes or modifications to the Approved Final Plans thereafter must be done in writing and signed by both Tenant and Landlord in accordance with the Work Letter. So long as in accordance with Article 19 sole responsibility of this LeaseTenant; provided, Tenant agrees however, that Landlord shall be entitled provide Tenant with an allowance of up to select$120,000.00 (the “Allowance”). Landlord shall use the Allowance to pay: (1) all costs and expenses directly incurred by Landlord, if any, in its reasonable discretion the construction of the Tenant Improvements (including all applicable licenses and acting in good faith, permits); (2) all architects, engineers, contractors costs and material suppliers necessary to furnish the labor and materials expenses directly incurred by Landlord for the preparation or review of all plans and specifications for the Tenant Improvements; and (3) a construction supervision fee to Landlord’s construction agent, CB Xxxxxxx Xxxxx, equal to 6% of the actual costs of construction of the Tenant Improvements. Landlord shall be If the sole contracting party with respect to the employment cost of contractors which perform the work necessary to construct the Tenant ImprovementsImprovements exceeds the Allowance, then Tenant shall pay such excess cost to Landlord as Additional Rent pursuant to Section 2.2. If the cost of the Tenant Improvements is less than the Allowance, then Tenant shall not be entitled to access any payment or credit for such excess amount. Any other improvements made to the Leased Premises prior to the Date of Substantial Completion and by Tenant shall not interfere with or impair in any material way the construction of the Tenant Improvementsbe at Tenant’s sole expense, and any such interference or impairment shall be included within a Tenant Delay as defined in the Work Letter and shall entitle Landlord deemed an “Alteration” subject to all remedies provided herein for breach Article 8 of this Lease. Prior to the Possession Date, Tenant shall not enter into any contract for construction of any improvements within the Leased Premises with any person other than Landlord without Landlord's prior written consent. Tenant, at Tenant's expense, shall obtain and maintain any and all necessary permits and licenses to enable Tenant to conduct Tenant’s Permitted Use, and the failure of Tenant to obtain or maintain same shall not in any manner affect the Tenant’s obligations hereunder. Landlord shall be solely responsible, at its cost and expense, for obtaining all permits and approvals related to the Tenant Improvements.

Tenant Improvements. Subject Tenant will furnish or perform those items of construction and those improvements (the "Tenant Improvements") specified or referenced in Exhibit 2 attached hereto. Landlord shall pay for the Tenant Improvements up to a maximum amount of $1,760,000.00 (the "TI Allowance"), and in no event shall Landlord have any obligation to pay for any costs of the Tenant Improvements in excess of such amount. If the cost of the Tenant Improvements exceeds such amount, any estimated overage in excess of such amount shall be paid by Tenant. Further, Tenant shall repay Landlord for $1,337,600.00 ($19 psf) of the TI Allowance, together with interest at 10.75% per annum, in equal monthly installments over the Lease Term of $28,923.00 (the "TI Amortization"). Tenant shall have the right to select its own contractors subject to Landlord's consent of such contractors, which shall not be unreasonably withheld. ADDENDUM II LETTER OF CREDIT FOR ADDITIONAL SECURITY DEPOSIT ATTACHED TO AND A PART OF THE LEASE AGREEMENT DATED APRIL 16, 1996, BETWEEN SECURITY CAPITAL INDUSTRIAL TRUST and INSYNC SYSTEMS, INC. The Additional Security Deposit shall be in the form of an unconditional, irrevocable letter of credit from a bank reasonably acceptable to Landlord. The letter of credit shall either provide that it does not expire until the end of the Lease term or, if it is for less than the full term of the Lease, shall be renewed by Tenant at least 30 days prior to its expiration during the term of the Lease. The letter of credit shall provide that it may be drawn down upon by Landlord at any time Landlord delivers its site draft to the bank. If Landlord sells or conveys the Premises, Tenant shall, at Landlord's request, cooperate in having the letter of credit transferred to the purchaser. If the letter of credit is ever drawn upon by Landlord pursuant to the terms and conditions hereof, Landlord agrees, at its cost and expense to complete a “turnkey” interior build-out (“Tenant Improvements”) of the Leased Premises in accordance with Lease and this Addendum, Tenant shall within ten (10) days thereafter cause the conditions stated in letter of credit to be restored to its original amount. The form of the Work Letter of Credit, Sight Draft, Drawing Request and Notice of Assignment are attached hereto as Exhibit C Annex II-1, II-2, II-3 and incorporated hereby pursuant to the Approved Final Plans to be finalized and approved in accordance with the Work Letter and upon approval attached thereto. Any changes or modifications to the Approved Final Plans thereafter must be done in writing and signed by both Tenant and Landlord in accordance with the Work Letter. So long as in accordance with Article 19 of this Lease, Tenant agrees that Landlord shall be entitled to select, in its reasonable discretion and acting in good faith, all architects, engineers, contractors and material suppliers necessary to furnish the labor and materials for the construction of the Tenant ImprovementsII-4 respectively. Landlord shall be will release the sole contracting party with respect to letter of credit after three years provided Tenant meets the employment of contractors which perform the work necessary to construct the Tenant Improvements. Tenant shall not be entitled to access to the Leased Premises prior to the Date of Substantial Completion and Tenant shall not interfere with or impair in any material way the construction of the Tenant Improvements, and any such interference or impairment shall be included within a Tenant Delay as defined in the Work Letter and shall entitle Landlord to all remedies provided herein for breach of this Lease. Prior to the Possession Date, Tenant shall not enter into any contract for construction of any improvements within the Leased Premises with any person other than Landlord without Landlord's prior written consent. Tenant, at Tenant's expense, shall obtain and maintain any and all necessary permits and licenses to enable Tenant to conduct Tenant’s Permitted Use, and the failure of Tenant to obtain or maintain same shall not in any manner affect the Tenant’s obligations hereunder. Landlord shall be solely responsible, at its cost and expense, for obtaining all permits and approvals related to the Tenant Improvements.following criteria:

Tenant Improvements. Subject All Tenant Improvements shall be performed by Tenant’s contractor, at Tenant’s sole cost and expense (subject to Landlord’s obligations with respect to any portion of the Base TI Allowance and, if properly requested by Tenant pursuant to the terms and conditions hereof, Landlord agrees, at its cost and expense to complete a “turnkey” interior build-out (“Tenant Improvements”) of the Leased Premises Lease, the Additional TI Allowance) and in accordance with the conditions stated in Approved Plans (as defined below), the Work Letter attached hereto as Exhibit C Lease and incorporated hereby pursuant to the Approved Final Plans to be finalized and approved in accordance with the Work Letter and upon approval attached thereto. Any changes or modifications to the Approved Final Plans thereafter must be done in writing and signed by both Tenant and Landlord in accordance with the this Work Letter. So long To the extent that the total projected cost of the Tenant Improvements (as in accordance with Article 19 of this Leaseprojected by Landlord) exceeds the TI Allowance (such excess, the “Excess TI Costs”), Tenant agrees that shall pay the costs of the Tenant Improvements prior to Landlord’s expenditure of all or any portion of the TI Allowance. If the cost of the Tenant Improvements (as projected by Landlord) increases over Landlord’s initial projection, then Landlord shall be entitled to select, in its reasonable discretion may notify Tenant and acting in good faith, all architects, engineers, contractors and material suppliers necessary to furnish cease funding any TI Allowance until Tenant has paid such additional Excess TI Costs towards the labor and materials for the construction costs of the Tenant Improvements. If Tenant fails to pay any sum due to Landlord under this Work Letter, then Landlord shall have all of the rights and remedies set forth in the Lease for nonpayment of Rent (including the right to interest and the right to assess a late charge), and for purposes of any litigation instituted with regard to such amounts the same shall be the sole contracting party with respect to the employment of considered Rent. All material and equipment furnished by Tenant or its contractors which perform the work necessary to construct as the Tenant ImprovementsImprovements shall be new or “like new;” the Tenant Improvements shall be performed in a first-class, workmanlike manner; and the quality of the Tenant Improvements shall be of a nature and character not less than the Building Standard. Tenant shall not be entitled take, and shall require its contractors to access take, commercially reasonable steps to protect the Leased Premises prior to during the Date performance of Substantial Completion and Tenant shall not interfere with or impair in any material way the construction of the Tenant Improvements, and including covering or temporarily removing any such interference window coverings so as to guard against dust, debris or impairment damage. All Tenant Improvements shall be included within a Tenant Delay as defined performed in accordance with Article 17 of the Lease; provided that, notwithstanding anything in the Lease or this Work Letter to the contrary, in the event of a conflict between this Work Letter and shall entitle Landlord to all remedies provided herein for breach Article 17 of the Lease, the terms of this Lease. Prior to the Possession Date, Tenant Work Letter shall not enter into any contract for construction of any improvements within the Leased Premises with any person other than Landlord without Landlord's prior written consent. Tenant, at Tenant's expense, shall obtain and maintain any and all necessary permits and licenses to enable Tenant to conduct Tenant’s Permitted Use, and the failure of Tenant to obtain or maintain same shall not in any manner affect the Tenant’s obligations hereunder. Landlord shall be solely responsible, at its cost and expense, for obtaining all permits and approvals related to the Tenant Improvementsgovern.

Tenant Improvements. Subject Tenant and Landlord have agreed that Tenant Project Architect, RRM, will work as both the Tenant Project Architect and the Landlord Project Architect to design and complete both the Landlord Improvements and Tenant Improvements, though all such work shall be done under separate contracts, with each party responsible for the payment obligations of its own contract. The Parties also acknowledge that Xxxxxxxx’s General Contractor is JW Design. Tenant may use JW Design for its Tenant Improvements or another general contractor. If Tenant uses Landlord’s General Contractor, Tenant Improvement work shall be done pursuant to the separate Tenant General Contract. If Xxxxxx uses a general contractor for Tenant Improvements other than JW Design, both Tenant’s General Contract and the Tenant General Contractor shall be subject to Landlord’s approval, which shall not be unreasonably withheld, conditioned or delayed, provided such Tenant General Contractor is financially qualified, licensed, insured, and possess the experience necessary to complete a project of the size, scope and quality contemplated by .this Lease, but with the limitation that Landlord’s approval of the Tenant General Contract shall not be conditioned on changes to the Tenant General Contract that increase the costs of such contract to Tenant. Notwithstanding whether Xxxxxx uses a separate Tenant General Contractor, JW Design shall be responsible for coordinating with RRM Design Group and allocating the work done by Xxxxxxxx’s General Contractor and Tenant’s General Contractor. If JW Design acts as both Landlord and Tenant General Contractor, JW Design’s overhead costs, if billed under contract, shall be allocated to each contract in proportion to the total cost of each contract. Tenant shall have the right to enter the Premises to work with Xxxxxx’s General Contractor in completing Tenant Improvements. At all times while accessing the Property during construction: (A) Tenant shall comply with all terms and conditions hereof, Landlord agrees, at its cost and expense of this Lease other than the obligation to complete a “turnkey” interior build-out pay Rent (“except after Rent Commencement Date); (B) Tenant Improvements”) shall not materially interfere with completion of the Leased Premises in accordance with the conditions stated in the Work Letter attached hereto as Exhibit C Landlord Improvements; and incorporated hereby pursuant to the Approved Final Plans to be finalized and approved in accordance with the Work Letter and upon approval attached thereto(C) Tenant shall not begin operation of its business. Any changes or modifications to the Approved Final Plans thereafter must be done in writing and signed by both Tenant and Landlord in accordance with the Work Letter. So long as in accordance with Article 19 of this Lease, Tenant Xxxxxx agrees that Landlord shall be entitled it will not hire other contractors to select, in its reasonable discretion and acting in good faith, all architects, engineers, contractors and material suppliers necessary to furnish work on the labor and materials for the construction of Project except through either through the Tenant ImprovementsGeneral Contractor or JW Design to ensure coordination of work, maintenance of adequate insurance and to prevent liens being placed against the Property for unpaid work. Landlord shall be the sole contracting party supply Tenant with respect all utility services furnished to the employment of contractors which perform the work necessary to construct the Tenant ImprovementsPremises during such early entry period. Tenant shall not be entitled ensure timely payment of all work under the Tenant General Contract and keep the Premises free and clear of liens, repair all damage arising from Tenant’s activities, and indemnify and hold Landlord harmless from all resulting liability, claims, demands, and costs, including attorneys’ fees, in connection with Xxxxxx’s entry. Notwithstanding the foregoing, Tenant shall have no right to access actually occupy the Premises to the Leased Premises conduct Xxxxxx’s business prior to the Date Tenant’s receipt of Substantial Completion and valid certificate or conditional certificate of occupancy. Notwithstanding anything contained herein, under no circumstances could Tenant shall not interfere with or impair be required to fund project costs in excess of 89.9% of the total project costs incurred at any material way point during the construction of the Tenant Improvements, and any such interference or impairment shall be included within a Tenant Delay as defined in the Work Letter and shall entitle Landlord to all remedies provided herein for breach of this Lease. Prior to the Possession Date, Tenant shall not enter into any contract for construction of any improvements within the Leased Premises with any person other than Landlord without Landlord's prior written consent. Tenant, at Tenant's expense, shall obtain and maintain any and all necessary permits and licenses to enable Tenant to conduct Tenant’s Permitted Use, and the failure of Tenant to obtain or maintain same shall not in any manner affect the Tenant’s obligations hereunder. Landlord shall be solely responsible, at its cost and expense, for obtaining all permits and approvals related to the Tenant Improvementsperiod.

Tenant Improvements. Subject Landlord shall provide Tenant a Tenant Improvement Allowance equal to Two Hundred Thousand and 00/100 Dollars ($200,000.00) (the “Allowance”) to be used for expansion of the existing clean room, construction of additional manufacturing areas, and for general refurbishment (the “Tenant’s Work”). Tenant shall be solely responsible for the completion of the Tenant’s Work. Prior to commencing construction of the Tenant’s Work, Tenant shall provide Landlord with design drawings and specifications for Landlord’s approval which shall not be unreasonably withheld. Tenant’s performance of the Tenant’s Work shall conform to all the terms and conditions hereofstated in Section 6.05 “Alterations, Landlord agreesAdditions and improvements,” including but not limited to, at its cost the requirement that Tenant receive all required governmental and expense municipal permits and approvals prior to complete a “turnkey” interior build-out (“Tenant Improvements”) and during construction of such improvements. Landlord’s consent to such improvements, or Landlord’s approval of the Leased Premises plans, specifications, working drawings and construction for such improvements shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, quality of workmanship or compliance with all laws, rules, and regulations of governmental and quasi-governmental agencies. The Allowance will be paid to Tenant in accordance with one lump sum upon completion of all of the conditions stated in the Work Letter attached hereto as Exhibit C and incorporated hereby pursuant to the Approved Final Plans to be finalized and approved in accordance with the Work Letter and upon approval attached thereto. Any changes or modifications to the Approved Final Plans thereafter must be done in writing and signed by both Tenant and Landlord in accordance with the Work Letter. So long as in accordance with Article 19 following: a) Tenant’s receipt of this Lease, Tenant agrees that Landlord shall be entitled to select, in its reasonable discretion and acting in good faith, all architects, engineers, contractors and material suppliers necessary to furnish the labor and materials for the a building permit; b) Tenant’s construction of the Tenant’s Work, per city approved plans and specifications; c) Tenant’s receipt of a Certificate of Occupancy or other municipal sign-off or approval; d) copies of all as-built drawings and specifications and copies of any applicable warranties have been provided to Landlord and e) Tenant Improvementshas fully paid for all of the work and has furnished Landlord with paid invoices and unconditional contractor, subcontractor and supplier releases evidencing such. Landlord shall be have the sole contracting party with respect right to inspect the employment improvements to verify their completion and inspect the quality of contractors which perform the work necessary to construct the Tenant Improvements. Tenant shall not be entitled to access to the Leased Premises those improvements prior to the Date release of Substantial Completion and Tenant shall not interfere with or impair in any material way the construction Allowance. Any unused portion of the Tenant Improvements, and any such interference or impairment Allowance shall be included within a credited to Tenant Delay as defined in the Work Letter form of rent abatement, commencing with the month the improvements are complete and shall entitle Landlord to all remedies provided herein for breach of this Lease. Prior to ending when the Possession Date, Tenant shall not enter into any contract for construction of any improvements within the Leased Premises with any person other than Landlord without Landlord's prior written consent. Tenant, at Tenant's expense, shall obtain and maintain any and all necessary permits and licenses to enable Tenant to conduct Tenant’s Permitted Use, and the failure of Tenant to obtain or maintain same shall not in any manner affect the Tenant’s obligations hereunder. Landlord shall be solely responsible, at its cost and expense, for obtaining all permits and approvals related to the Tenant Improvementscredit is exhausted.

Tenant Improvements. Subject 3.1 Landlord shall carry out certain seismic upgrades to the terms Building, in substantial accordance with the recommendations of Skilling Ward Xxxxxxxxx xxxached hereto as Exhibit C. Landlord shall commence such upgrades during the first five months of the Term, and conditions hereofthereafter shall prosecute such work diligently and continuously and in accordance with all laws and legal requirements. Landlord shall only be obligated to pay up to $150,000 for the direct third-party cost of such work. Any additional cost of such work shall be paid by Tenant, as a condition on Landlord's obligation to complete such work. Landlord's work, ongoing on the date of this Lease, on the exterior facade of the Building is not included in such seismic work, and Tenant shall not be responsible for the cost of such exterior facade work. Landlord shall enter into a construction contract for the seismic upgrade work ("Construction Contract") on either a fixed price or guaranteed maximum price basis, and the Construction Contract shall be subject to Tenant's prior written approval (such approval not to be unreasonably withheld). Landlord shall not authorize any change orders or other modifications under the Construction Contract without Tenant's prior written approval, and Landlord shall send Tenant copies of all invoices under, and all material correspondence and documents relating to, the Construction Contract. Tenant shall pay such excess cost from time to time as it is incurred, within ten business days of a request for payment from Landlord setting forth in reasonable detail the basis for such request. In addition, Landlord agrees, at its cost and expense shall pay up to complete a “turnkey” interior build-out (“Tenant Improvements”) $92,192 of the Leased Premises direct third-party cost incurred by Tenant to install a new electrical vault in the Building. Tenant shall construct such vault substantially in accordance with the conditions stated in the Work Letter attached hereto as Exhibit C plans prepared by Sparxxxx Xxxctric, a copy of which has been furnished to Landlord and incorporated hereby pursuant to the Approved Final Plans to be finalized Tenant and approved in accordance with the Work Letter all laws and upon approval attached thereto. Any changes or modifications to the Approved Final Plans thereafter must be done in writing and signed by both Tenant and Landlord in accordance with the Work Letter. So long as in accordance with Article 19 of this Lease, Tenant agrees that Landlord shall be entitled to select, in its reasonable discretion and acting in good faith, all architects, engineers, contractors and material suppliers necessary to furnish the labor and materials for the construction of the Tenant Improvementslegal requirements. Landlord shall be the sole contracting party pay such cost concurrently with respect to the employment Tenant's payment of contractors which perform Rent for Month 1 or, if the work necessary to construct the Tenant Improvementsis performed later, upon receipt of Tenant's invoice. Tenant Landlord shall not be entitled required to access carry out any other tenant improvements to the Leased Premises prior for Tenant. Alterations to the Date of Substantial Completion and Premises by Tenant shall not interfere with or impair in any material way the construction of the Tenant Improvements, and any such interference or impairment shall be included within a Tenant Delay as defined in the Work Letter and shall entitle Landlord subject to all remedies provided herein for breach of this Lease. Prior to the Possession Date, Tenant shall not enter into any contract for construction of any improvements within the Leased Premises with any person other than Landlord without Landlord's prior written consent. Tenant, at Tenant's expense, shall obtain and maintain any and all necessary permits and licenses to enable Tenant to conduct Tenant’s Permitted Use, and the failure of Tenant to obtain or maintain same shall not in any manner affect the Tenant’s obligations hereunder. Landlord shall be solely responsible, at its cost and expense, for obtaining all permits and approvals related to the Tenant ImprovementsSection 11.

Tenant Improvements. Tenant improvements will include those items specified in Exhibit "C" hereto attached. Subject to delay occasioned by causes beyond Landlord's reasonable control, including but not limited to the terms obtaining of the required governmental construction permits and conditions hereofobtaining all governmental approvals and the certificate of occupancy, Landlord agrees, at its Landlord's cost and expense expense, to complete a “turnkey” interior build-out (“Tenant Improvements”) of the Leased Premises in accordance with the conditions stated in the Work Letter attached hereto as Exhibit C and incorporated hereby pursuant to the Approved Final Plans to be finalized and approved in accordance with the Work Letter and upon approval attached thereto. Any changes or modifications to the Approved Final Plans thereafter must be done in writing and signed by both Tenant and Landlord in accordance with the Work Letter. So long as in accordance with Article 19 of this Lease, Tenant agrees that Landlord shall be entitled to select, in its reasonable discretion and acting in good faith, all architects, engineers, contractors and material suppliers necessary to furnish the labor and materials for commence the construction of the interior improvements and perform its obligations pursuant to Exhibit "C" and to complete the same in a reasonable time. After the Landlord has completed construction of the Facilities substantially in accordance with Exhibit "C" and notified Tenant Improvementsin writing of the completion, Tenant shall have ten (10) days or until Tenant's occupancy date, whichever occurs first, in which to inspect the Premises. If Tenant finds that the Premises have not been constructed in accordance with Exhibit "C", it shall notify Landlord of such fact, indicating the particular items which are incomplete or improperly constructed, and Landlord shall complete or correct such work. Upon the completion of such work or in the event Tenant does not notify the Landlord within such ten (10) day period that the Premises are not satisfactory or if the Tenant occupies the Premises, Tenant shall be deemed to have accepted the Premises in its then condition "as is", "where is", without any warranties of any kind. Landlord shall be responsible for no other improvements of any kind whatsoever. In the sole contracting party with respect to event the employment of contractors which perform leased premises should not be ready for occupancy by the work necessary to construct the Tenant Improvements. Tenant commencement date for any reason whatsoever, Landlord shall not be entitled to access to the Leased Premises prior to the Date of Substantial Completion and Tenant shall not interfere with liable or impair responsible for any claims, damages or liabilities in any material way the construction of the Tenant Improvementsconnection therewith or, and any such interference or impairment shall be included within a Tenant Delay as defined in the Work Letter and shall entitle Landlord to all remedies provided herein for breach of this Lease. Prior to the Possession Date, Tenant shall not enter into any contract for construction of any improvements within the Leased Premises with any person other than Landlord without Landlord's prior written consent. Tenant, at Tenant's expense, shall obtain and maintain any and all necessary permits and licenses to enable Tenant to conduct Tenant’s Permitted Use, and the failure of Tenant to obtain or maintain same shall not in any manner affect the Tenant’s obligations hereunder. Landlord shall be solely responsible, at its cost and expense, for obtaining all permits and approvals related to the Tenant Improvementsby reason thereof.

Tenant Improvements. Subject Tenant and Landlord agree that Landlord shall make improvements to the terms and conditions hereof, Landlord agrees, at its cost and expense Tenant's Premises according to complete a “turnkey” interior build-out (“Tenant Improvements”) of the Leased Premises in accordance with the conditions stated in the Work Letter space plan attached hereto as Exhibit C B and incorporated by this reference made a part hereof (the "Tenant Improvements"). Landlord agrees to pay up to an allowance of One Hundred Seventy Five Thousand Nine Hundred Twenty Dollars and 00/100 ($175,920.00) (the "Maximum Allowance") associated with Tenant's Premises (Suite 100) at its sole cost and expense related to such Tenant Improvements. In the event the cost of Tenant Improvements exceed the Maximum Allowance, Tenant hereby pursuant agrees to pay promptly when due the Approved Final Plans cost overage for such Tenant Improvements above the Maximum Allowance, if any, provided Tenant has approved such overage in writing prior to incurring such overage. Landlord agrees to pay the tenant improvement invoices as they become due with Tenant reimbursing Landlord for all amounts over the Maximum Allowance stated above provided Tenant has approved such overage in writing prior to incurring such overage. IT IS EXPRESSLY AGREED TO HEREIN THAT NO WORK WILL BE AUTHORIZED FOR OVER THE MAXIMUM ALLOWANCE WITHOUT PRIOR WRITTEN APPROVAL OF BOTH LANDLORD AND TENANT. Tenant Improvements shall be defined as all costs associated with improving the Premises, as it relates to Exhibit B, including new carpeting and padding (if applicable), general conditions of the contractor (including overhead and profit), wall installation and/or removal, wall preparation, painting, floor plan preparations and review, permits, hard surface floor covering, relites, doors, door jambs, door hardware, Tenant signage, sprinklers, vapor/noise barriers, smoke detectors, fire dampers/stops, light fixtures, code required modifications, electrical installation or reconfiguration, ceiling tiles (new or repainted), ceiling T-grids, securing tenant improvements for earthquake codes, installation of wood work or cabinetry, window blinds repair or replacement, general clean-up, and other items mutually agreed to by Tenant and Landlord, and any applicable sales taxes. In no event shall any of the Maximum Allowance allocation be utilized for furniture, furniture installation, demountable furniture partitions, and other moving costs. All of the furniture related costs are to be finalized at the sole cost of Tenant and approved in accordance are not part of the Maximum Allowance allocation. Landlord shall utilize Landlord's tenant improvement contractor to perform the Tenant Improvement work on the Premises, except for telephone and/or networking cabling which shall be contracted by Tenant. Once the Tenant improvement work has been completed, and should the total cost associated with the Work Letter Tenant Improvements and upon approval attached theretoother items permitted herein, total less than the Maximum Allowance amount, any savings in the total cost to improve the Premises shall belong to Landlord. Any changes or modifications to the Approved Final Plans thereafter must be done in writing and signed by both Tenant and Landlord agree that the Base Monthly Rent described in accordance with item above is based in part upon Landlord's obligation to pay for Tenant Improvements up to an amount not to exceed the Work LetterMaximum Allowance specified herein. So long as in accordance with Article 19 of this LeaseIf, Tenant agrees that Landlord shall be entitled In the event, the cost to select, in its reasonable discretion and acting in good faith, all architects, engineers, contractors and material suppliers necessary to furnish the labor and materials for the construction of install the Tenant Improvements, to which Landlord is obligated to pay and which Tenant and Landlord have mutually approved to include in such cost, is in excess of the Maximum Allowance, Tenant shall pay for all such costs directly. Landlord shall be the sole contracting party with respect to the employment of contractors which perform the work necessary to construct Once the Tenant Improvements. Improvements are substantially completed in areas where access is desired by Tenant shall even though other areas may not be entitled to access to the Leased Premises substantially completed, prior to the Date Lease Commencement, Tenant may enter the space for installation of Substantial Completion and Tenant shall its fixturing, cabling or other furniture installations, to the extent such activities do not interfere with or impair in any material way delay the construction of the Tenant Improvements, and any such interference or impairment shall be included within a Tenant Delay as defined in the Work Letter and shall entitle Landlord to all remedies provided herein for breach of this Lease. Prior to the Possession Date, Tenant shall not enter into any contract for construction of any improvements within the Leased Premises with any person other than Landlord without Landlord's prior written consent. Tenant, at Tenant's expense, shall obtain and maintain any and all necessary permits and licenses to enable Tenant to conduct Tenant’s Permitted Use, and the failure completion of Tenant to obtain Improvements directed by Landlord or maintain same shall not in any manner affect the Tenant’s obligations hereunder. Landlord shall be solely responsibleit's contractors, at its cost and expenseagents, for obtaining all permits and approvals related to the Tenant Improvementsor employees.

Tenant Improvements. Subject to Tenant takes and accepts the terms Expansion Space and conditions hereofthe Must-Take Expansion Space from Landlord in the present as-is condition and as suited for the use intended by Tenant, Landlord agreesexcept for such improvements as may be expressly provided for in the Tenant Improvement Agreement attached hereto and made a part hereof as Exhibit “B.” If, at its cost and expense to complete a “turnkey” interior build-out (for any reason whatsoever, the “Tenant Improvements”) of the Leased Premises in accordance with the conditions stated ,” as defined in the Work Letter attached hereto as Exhibit C and incorporated hereby pursuant to the Approved Final Plans Tenant Improvement Agreement, to be finalized and approved completed in accordance with the Work Letter and upon approval attached thereto. Any changes Expansion Space are not substantially completed by December 15, 2004, the Lease (including this Amendment) shall not be void or modifications to the Approved Final Plans thereafter must be done in writing and signed by both Tenant voidable, and Landlord shall not be liable to Tenant for any resulting loss or damages resulting therefrom. No delay in accordance with the Work Letter. So long as in accordance with Article 19 of this Lease, Tenant agrees that Landlord shall be entitled to select, in its reasonable discretion and acting in good faith, all architects, engineers, contractors and material suppliers necessary to furnish the labor and materials for the construction delivery of the Tenant Improvements. Improvements to be completed in the Expansion Space and the Must-Take Expansion Space shall operate to relieve Tenant of Tenant’s obligations (including the obligation to pay Base Rental and additional rent under the Lease) to Landlord as provided in the Lease, the Expansion Date and the Must-Take Expansion Date as defined in this Amendment, and the Expiration Date, as defined in the Lease, shall not be postponed; provided, however, that in the sole contracting party event the Tenant Improvements to be completed in the Expansion Space are not substantially completed by December 15, 2004, and Tenant has not taken delivery or otherwise occupied the Expansion Space, the Base Rental payable with respect to the employment of contractors which perform Expansion Space shall xxxxx until said Tenant Improvements are substantially complete or Tenant takes delivery or otherwise occupies the work necessary to construct Expansion Space, whichever occurs first. Notwithstanding the Tenant Improvements. foregoing, Tenant shall not be entitled to access any such rent abatement if and to the Leased Premises prior extent the delay in completing the Tenant Improvements is attributable to Tenant, its employees or agents (including Tenant’s architect, if any) or any such party’s failure to comply with the provisions hereof. Landlord agrees to construct or install in the Expansion Space and the Must-Take Expansion Space the “Tenant Improvements”, as defined in and to be constructed or installed pursuant to the Date of Substantial Completion and Tenant shall not interfere with or impair in any material way the construction provisions of the Tenant ImprovementsImprovement Agreement which is attached hereto as Exhibit “B”, which Tenant Improvements shall not include a demising wall between the Expansion Space and any such interference or impairment shall be included the Must-Take Expansion Space. Tenant agrees to comply with all the terms and provisions of the Tenant Improvement Agreement, including, without limitation, the obligation to pay, as additional rent, all amounts due Landlord under Paragraph 3 thereof according to the payment provisions contained in said Paragraph 3. Upon request of Landlord, within thirty (30) days after the Expansion Space and the Must-Take Expansion Space has been substantially completed in accordance with the Tenant Improvement Agreement, Tenant will execute and deliver to Landlord a Tenant Delay as defined Acceptance Agreement in the Work Letter and shall entitle Landlord to all remedies provided herein for breach of this Lease. Prior to the Possession Date, Tenant shall not enter into any contract for construction of any improvements within the Leased Premises with any person other than Landlord without Landlord's prior written consent. Tenant, at Tenant's expense, shall obtain and maintain any and all necessary permits and licenses to enable Tenant to conduct Tenant’s Permitted Use, and the failure of Tenant to obtain or maintain same shall not in any manner affect the Tenant’s obligations hereunder. Landlord shall be solely responsible, at its cost and expense, for obtaining all permits and approvals related to the Tenant Improvementsform attached hereto as Exhibit “C”.

Tenant Improvements. Subject to the terms and conditions hereof, Landlord agreesLandlord, at its Tenant's sole cost and expense but subject to complete a “turnkey” the "Landlord's Contribution" (as such term is defined below), shall improve the Expansion Premises, the "Second Must Take Space" (as defined in Section 10 below) and the interior buildnon-out (“Tenant Improvements”) structural portions of the Leased Premises in accordance Building not previously occupied by Tenant consistent with the conditions stated in the Work Letter attached hereto as Exhibit C space plans and incorporated hereby pursuant to the Approved Final Plans working drawings to be finalized prepared by Tenant and approved in accordance with the Work Letter and upon approval attached thereto. Any changes or modifications to the Approved Final Plans thereafter must be done in writing and signed by both Tenant and Landlord in accordance with Section 8 of the Work LetterLease (said improvements are hereinafter referred to as the "Tenant Improvements"). So long as in accordance with Article 19 of this Lease, Tenant agrees that Landlord shall be entitled have the right to selectreasonably approve or disapprove Tenant's space planner and/or architect. Tenant shall also pay The Johnxxxx Xxxup, an affiliate of Landlord, a construction administration fee in its reasonable discretion an amount equal to ten percent (10%) of the total costs of design and acting in good faith, all architects, engineers, contractors and material suppliers necessary to furnish the labor and materials for the construction of the Tenant Improvements. Landlord shall and Tenaxx acknowledge and agree that the Tenant Improvements may be the sole contracting party completed in one (1) or more phases, and that Tenant may present Landlord with additional sets of space plans and working drawings with respect to each such phase; provided, however, that all Tenant Improvements shall be completed on or before May 31, 2002. Landlord shall contribute up to four hundred thirty-three thousand dollars ($433,000.00) (the employment "Landlord's Contribution") solely towards (i) Tenant's reasonable, actual and verifiable costs for the space plans and working drawings for the Tenant Improvements as described above and (ii) the construction costs, including permit costs and the aforementioned construction administrative fee, for the Tenant Improvements, but excluding Tenant's telephone, computer, and data systems, furniture, or other personal improvements desired by Tenant. Landlord shall have no obligation to pay for design or construction costs of contractors which perform the work necessary Tenant Improvements or for construction administration fees to construct the extent the same exceed the Landlord's Contribution as set forth above. If Landlord estimates that the costs of Tenant Improvements (including the aforementioned construction administration fees) will, in the aggregate, exceed the Landlord's Contribution, Tenant shall pay such estimated overage to Landlord prior to commencement of construction of the pending or proposed phase of Tenant Improvements. Tenant shall not be entitled to access any credit, offset or refund if Landlord is able to construct the Leased Premises prior Tenant Improvements described in the approved space plans and/or working drawings for less than the Landlord's Contribution, or if the Tenant Improvements are not completed by May 31, 2002. Subject to the Date of Substantial Completion and Tenant Force Majeure Events, Landlord shall not interfere with or impair in any material way the use its best efforts to complete construction of the initial phase of the Tenant improvements within sixty (60) days following the date on which Tenant provides Landlord with a permit permitting Landlord to commence construction of all aspects of such Tenant Improvements, and any such interference or impairment . Tenant's initial set of space plans and/or working drawings for the Tenant Improvements shall be included within a Tenant Delay as defined in the Work Letter and shall entitle Landlord provide for material improvements to all remedies provided herein for breach of this Lease. Prior the Building's lobbies, the Building's second (2nd) and third (3rd) floor corridors, the bathrooms contained in what was previously "Common Area" of the Building (ie without giving effect to the Possession Date, Tenant shall not enter into any contract for construction addition to the Premises of any improvements within the Leased Premises with any person other than Landlord without Landlord's prior written consent. Tenant, at Tenant's expense, shall obtain and maintain any and all necessary permits and licenses to enable Tenant to conduct Tenant’s Permitted UseExpansion Space), and the failure elevator cabs of Tenant to obtain or maintain same shall not in any manner affect the Tenant’s obligations hereunderBuilding. Landlord All permits shall be solely responsible, at its cost processed and expense, for obtaining all permits and approvals related to the Tenant Improvementsobtained by Tenant.

Tenant Improvements. Subject to the terms and conditions hereof, Landlord agrees(A) Tenant shall, at its sole cost and expense (subject to complete a reimbursement from the Allowance) prepare complete, coordinated construction drawings and specifications (the “turnkey” interior build-out Construction Documents”) for the entire Premises as necessary for Tenant’s initial occupancy of the Premises (the “Tenant Improvements”) ; together with the Base Building Work, the “Landlord’s Work”), nothing in this sentence being deemed to obligate Tenant to perform any of the Leased Premises in accordance Base Building Work. The Construction Documents shall be consistent with the conditions stated in the schematic design drawings attached as Attachment 2 to this Work Letter attached hereto (the “Schematic Plans”) and the plans and specifications then previously approved by Landlord, as Exhibit C further set forth below. The Tenant Improvements do not include the FF&E Work (as defined below). Tenant acknowledges that the Construction Documents will have been prepared by Tenant’s architect and incorporated hereby engineers and, accordingly, Tenant agrees to cause its architect to provide construction administration services to Landlord for the Tenant Improvements and FF&E Work, including the review and approval of requisitions by the general contractor and the provision of certifications necessary to cause Substantial Completion to occur. Landlord shall have the reasonable right to approve Tenant’s agreements with its architect and engineers for such purpose. At all times, Tenant will act promptly (and in any case within five (5) Business Days following delivery of notice from Landlord unless expressly provided otherwise herein) on any construction-related questions or matters, including final color approvals and substitutions. In furtherance of the foregoing, Tenant shall prepare and deliver to Landlord plans and specifications for the Tenant Improvements reasonably consistent with the Schematic Plans and all plans and specifications then previously approved by Landlord, if any, for Landlord’s review and approval, pursuant to the Approved Final following deadlines (collectively, the “Tenant Submission Deadlines”): Building Permit Plans to be finalized and approved in accordance with the Work Letter and upon approval attached thereto. Any changes or modifications to the Approved Final Plans thereafter must be done in writing and signed by both engineered structural plans: May 28, 2012 Construction Documents June 29, 2012 Tenant has retained, and Landlord in accordance with the Work Letter. So long has approved, Xxxxxxxx Xxxxxxx & Associates, Inc as in accordance with Article 19 of this Lease, Tenant agrees that Landlord shall be entitled to select, in its reasonable discretion and acting in good faith, all architects, engineers, contractors and material suppliers necessary to furnish the labor and materials Tenant’s architect for the construction of the Tenant Improvements. Landlord shall be the sole contracting party with respect to the employment of contractors which perform the work necessary to construct the Tenant Improvements. Tenant shall not be entitled to access to the Leased Premises prior to the Date of Substantial Completion and Tenant shall not interfere with or impair in any material way the construction of retain Landlord’s structural engineer for the Tenant Improvements, and if any such interference or impairment shall be included within a portion of the Tenant Delay as defined in Improvements affects structural components of the Work Letter Building, and shall entitle retain Vanderweil Engineers or other mechanical, electrical and plumbing engineers reasonably acceptable to Landlord. Even though such engineer (or any other engineers or architect, if Tenant engages Landlord’s engineers or architect) has been otherwise engaged by Landlord to all remedies provided herein for breach of this Lease. Prior to in connection with the Possession DateBuilding, Tenant shall not enter into any contract for construction of any improvements within the Leased Premises with any person other than Landlord without Landlord's prior written consent. Tenant, at Tenant's expense, shall obtain and maintain any and all necessary permits and licenses to enable Tenant to conduct Tenant’s Permitted Use, and the failure of Tenant to obtain or maintain same shall not in any manner affect the Tenant’s obligations hereunder. Landlord shall be solely responsible, at its cost responsible for the contractual undertakings and expense, for obtaining costs and expenses of all permits architectural and approvals related engineering services relating to the Tenant ImprovementsImprovements arising therefrom (subject to reimbursement from the Allowance), including without limitation any changes necessary to ensure the adequacy and completeness of any plans, including the Construction Documents, submitted to Landlord. Tenant’s architects and engineers shall be responsible for all elements of the plans for the Tenant Improvements (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of any Tenant plans, including Construction Documents, shall in no event relieve Tenant of the responsibility therefor.

Tenant Improvements. Subject Landlord shall perform, or cause to be performed, certain Tenant Improvements ("Tenant Improvements") to the Premises as set forth in Exhibit C, attached and made a part hereof and mutually agreed upon by Landlord and Tenant. Tenant shall perform, or cause to be performed certain Tenant Improvements to the Premises as set forth in Exhibit C, attached and made a part hereof and mutually agreed upon by Landlord and Tenant. In no event shall Landlord incur any cost in connection with the Tenant Improvements in excess of $1,000.00 ("Landlord's Share") which includes the cost of all materials, labor, permit fees, inspection fees, architectural fees and Landlord's 5% construction management fee, computed upon Landlord's Share only. All improvement costs in excess of Landlord's Share shall be borne solely by Tenant ("Tenant's Share"). Tenant's Share, if any, shall be paid by Tenant as additional rent, one-half upon construction commencement and the balance upon occupancy. All work not within the scope of Landlord's construction of the Premises, including, but not limited to the furnishing and installation of floor covering other than Building Standard, furniture, telephone equipment, and office equipment, shall be furnished and installed by Tenant at Tenant's expense. Tenant shall conduct its work in such a manner as to maintain harmonious labor relations and as to not to interfere unreasonably with or delay the work of Landlord's contractors or the subcontractors of other tenants. Tenant's contractors, subcontractors, and labor shall be reasonably approved by Landlord and shall be subject to the administration supervision of Landlord's construction supervisor. Contractors and subcontractors engaged by Tenant shall employ persons and means to insure so far as may be possible the progress of the work without interruption on account of strikes, work stoppages, or similar causes for delay. Landlord shall give access to the Premises to Tenant to adapt the Premises for Tenant's use provided, however, that if such entry is prior to the Rent Commencement Date, such entry shall be subject to all of the terms and conditions hereof, Landlord agrees, at its cost and expense to complete a “turnkey” interior build-out (“Tenant Improvements”) of the Leased Premises in accordance with Lease except the conditions stated in the Work Letter attached hereto as Exhibit C payment of rent, and incorporated hereby pursuant to the Approved Final Plans to be finalized and approved in accordance with the Work Letter and upon approval attached thereto. Any changes or modifications to the Approved Final Plans thereafter must be done in writing and signed by both Tenant and Landlord in accordance with the Work Letter. So long as in accordance with Article 19 of this Lease, Tenant agrees that Landlord shall be entitled to select, in its reasonable discretion and acting in good faith, all architects, engineers, contractors and material suppliers necessary to furnish the labor and materials for the construction of the Tenant Improvements. Landlord shall be the sole contracting party with respect to the employment of contractors which perform the work necessary to construct the Tenant Improvements. Tenant such entry shall not be entitled to access to delay the Leased Premises prior to the Date of Substantial Completion and Rent Commencement Date. All work performed by Tenant shall not interfere with 'or impair in any material way the construction of the Tenant Improvements, and any such interference or impairment shall be included within a Tenant Delay as defined in the Work Letter and shall entitle Landlord to all remedies provided herein for breach of this Lease. Prior to the Possession Date, Tenant shall not enter into any contract for construction of any improvements within the Leased Premises with any person other than Landlord without Landlord's prior written consent. Tenant, at Tenant's expense, expense shall obtain conform to and maintain comply with any and all necessary permits local, state, and licenses to enable Tenant to conduct Tenant’s Permitted Usefederal building codes, ordinances, and the failure of Tenant to obtain or maintain same shall not in any manner affect the Tenant’s obligations hereunderN.F.P.A. Life Safety Code. Landlord shall be solely responsibleRIDER TO THE LEASE AGREEMENT BETWEEN PRINCIPAL MUTUAL LIFE INSURANCE COMPANY, at its cost and expenseAN IOWA CORPORATION, for obtaining all permits and approvals related to the Tenant Improvements.("LANDLORD") AND PEREGRINE INDUSTRIES, INC. ("TENANT") FOR PREMISES LOCATED AT 000 Xxxxx Xxxxxxxx Xxxxx, Xxxxxxxxx Xxxxx, Xxxxxxx 00000 (continued)

Tenant Improvements. Subject Except for the Landlord's Work, as hereinafter defined, the Premises are being leased on an "as is" basis. Landlord agrees to provide an allowance of up to $52,308.00 ($3.00 per rentable square feet of space in the Premises (the "Allowance") for the acquisition and installation of the Leasehold Improvements to the terms Premises all as more specifically described in Exhibit LI attached hereto. Landlord agrees to construct at Tenant's expense (subject to Landlord's payment of the Allowance), the improvements to the Premises set forth in EXHIBIT B, attached hereto and conditions hereofincorporated herein by this reference. Disbursements of the Allowance will occur in the manner set forth in Exhibit LI attached hereto. Tenant agrees to reimburse Landlord for the Allowance actually expended by paying to Landlord on the first day of each month during the Term, as Additional Rent, the amount necessary to amortize fully the Allowance over the initial five (5) year Term plus annual interest thereon of ten percent (10.0%) per annum. In addition to the Allowance, Landlord agrees, at its cost agrees to build any demising walls which may be required and expense to complete a “turnkey” interior build-out (“Tenant Improvements”) of the Leased Premises in accordance with the conditions stated in the Work Letter attached hereto as Exhibit C make certain carpeting and incorporated hereby pursuant wall finish/painting improvements to the Approved Final Plans to be finalized Common Area (all finish work, materials selection and approved in accordance with the Work Letter and upon approval attached thereto. Any changes or modifications to the Approved Final Plans thereafter must be done in writing and signed by both Tenant and Landlord in accordance with the Work Letter. So long as in accordance with Article 19 scope of this Lease, Tenant agrees that Landlord work shall be entitled to selectat Landlord's sole discretion) (as defined in Exhibit LI, in its reasonable discretion the "Landlord's Work"), as Landlord and acting in good faithTenant mutually agree, all architects, engineers, contractors and material suppliers necessary to furnish the labor and materials for the construction of the Tenant Improvements. Landlord shall be the sole contracting party with respect to the employment of contractors which perform the work necessary to construct the Tenant Improvements. Tenant shall not be entitled to access to the Leased Premises prior to the Date of Substantial Completion and Tenant shall not interfere with or impair in any material way the construction commencement of the Tenant ImprovementsTerm, and any such interference or impairment shall be at Landlord's cost. The Landlord's Work is included within a Tenant Delay as defined in the Work Letter Base Rent and shall entitle Landlord is not to all remedies provided herein for breach of this Lease. Prior to be reimbursed by Tenant or included in the Possession Date, Tenant shall not enter into any contract for construction of any improvements within the Leased Premises with any person other than Landlord without Landlord's prior written consent. Tenant, at Tenant's expense, shall obtain and maintain any and all necessary permits and licenses to enable Tenant to conduct Tenant’s Permitted Use, and the failure of Tenant to obtain or maintain same shall not in any manner affect the Tenant’s obligations hereunder. Landlord shall be solely responsible, at its cost and expense, for obtaining all permits and approvals related to the Tenant ImprovementsAdjustments due under Section 10.

Tenant Improvements. Subject (a) Landlord shall provide Tenant with a tenant improvement allowance not to exceed $14,700.00 (the terms and conditions hereof, Landlord agrees, at its cost and expense to complete a “turnkey” interior build-out (“Tenant ImprovementsExpansion Area Allowance ”) of the Leased Premises in accordance with the conditions stated in the Work Letter attached hereto as Exhibit C and incorporated hereby pursuant to the Approved Final Plans to be finalized and approved in accordance for costs associated with the Work Letter (as defined below). The Expansion Area Allowance will be available to Tenant as of the Effective Date and upon approval attached thereto. Any changes or modifications to the Approved Final Plans thereafter must be done in writing and signed utilized by both Tenant and Landlord in accordance with no later than December 31, 2021, otherwise any remaining amount of the Work Letter. So long as in accordance with Article 19 of this Lease, Tenant agrees that Landlord Expansion Area Allowance shall be entitled to select, in its reasonable discretion and acting in good faith, all architects, engineers, contractors and material suppliers necessary to furnish the labor and materials for the construction of the Tenant Improvements. Landlord shall be the sole contracting party with respect to the employment of contractors which perform the work necessary to construct the Tenant Improvementsforfeited by Tenant. Tenant shall not be entitled to access to any payments or rent reduction if the Leased Premises prior to Expansion Area Allowance exceeds the Date actual cost of Substantial Completion and the Work. If the cost of the Work exceeds the Expansion Area Allowance, Tenant shall not interfere with or impair in any material way have the sole responsibility for payment of such excess costs. The Expansion Area Allowance is to be applied against the cost of the Work and shall be used solely for the design, including engineering plans, specifications and permits, purchase, installation, and construction of the Work. The Expansion Area Allowance shall not be used for Tenant’s furniture, furnishings, inventory, trade fixtures, personal property, or equipment. Tenant Improvementsmay submit requests for disbursement from the Expansion Area Allowance not more than monthly. To draw on the Expansion Area Allowance, and any such interference or impairment shall be Tenant must submit to Landlord a written notice requesting disbursement, together with (i) invoices for all costs included within a Tenant Delay as defined in the Work Letter request for disbursement; (ii) proof that such costs have been paid, including appropriate lien waivers in a form acceptable to Landlord; and shall entitle (iii) such other documentation as Landlord to all remedies provided herein for breach of this Lease. Prior to the Possession Date, Tenant shall not enter into any contract for construction of any improvements within the Leased Premises with any person other than Landlord without Landlord's prior written consent. Tenant, at Tenant's expense, shall obtain and maintain any and all necessary permits and licenses to enable Tenant to conduct Tenant’s Permitted Use, and the failure of Tenant to obtain or maintain same shall not in any manner affect the Tenant’s obligations hereundermay reasonably request. Landlord shall be solely responsiblemake disbursements from the requested portion of the Expansion Area Allowance within sixty (60) days following Landlord’s receipt of a proper request for disbursement and Landlord may make such disbursements to Tenant or pay directly to Tenant’s contractors, as agreed to by Landlord and Tenant. No disbursement of any part of the Expansion Area Allowance by Landlord will constitute acceptance of any condition of the Work, an approval of any action taken or omission of Tenant or its contractors, subcontractors, or material suppliers, or waive any other rights or claims that Landlord might have at its cost and expense, for obtaining all permits and approvals related to the Tenant Improvementslaw or in equity.

Tenant Improvements. Subject to the terms and conditions hereof, Landlord agreesAll Tenant Improvements shall be performed by Tenant’s contractor, at its Tenant’s sole cost and expense (subject to complete a “turnkey” interior build-out (“Tenant Improvements”) Landlord’s obligations with respect to any portion of the Leased Premises TI Allowance) and in accordance with the conditions stated in Approved Plans (as defined below), the Work Letter attached hereto as Exhibit C Lease and incorporated hereby pursuant to the Approved Final Plans to be finalized and approved in accordance with the Work Letter and upon approval attached thereto. Any changes or modifications to the Approved Final Plans thereafter must be done in writing and signed by both Tenant and Landlord in accordance with the this Work Letter. So long To the extent that the total projected cost of the Tenant Improvements (as projected by Landlord) exceeds the T1 Allowance (such excess, the “Excess TI Costs”), Tenant shall advance to Landlord any Excess TI Costs within ten (10) days after receipt of an invoice therefor, but in any case before Tenant commences the Tenant Improvements. If the actual Excess TI Costs are less than the Excess TI Costs paid by Tenant to Landlord, Landlord shall credit Tenant with the overage paid by Tenant against Tenant’s Rent obligations, beginning after Landlord has completed the final accounting for the Tenant Improvements. If the cost of the Tenant Improvements (as projected by Landlord) increases over Landlord’s initial projection, then Landlord may notify Tenant and Tenant shall deposit any additional Excess TI Costs with Landlord in the same way that Tenant deposited the initial Excess TI Costs. If Tenant fails to pay, or is late in paying, any sum due to Landlord under this Work Letter, then Landlord shall have all of the rights and remedies set forth in the Lease for nonpayment of Rent (including the right to interest and the right to assess a late charge), and for purposes of any litigation instituted with regard to such amounts the same shall be considered Rent. All material and equipment furnished by Tenant or its contractors as the Tenant Improvements shall be new or “like new;” the Tenant Improvements shall be performed in a first-class, workmanlike manner; and the quality of the Tenant Improvements shall be of a nature and character not less than the Building Standard. Tenant shall take, and shall require its contractors to take, commercially reasonable steps to protect the Premises during the performance of any Tenant Improvements, including covering or temporarily removing any window coverings so as to guard against dust, debris or damage. All Tenant Improvements shall be performed in accordance with Article 19 17 of the Lease; provided that, notwithstanding anything in the Lease or this Lease, Tenant agrees that Landlord shall be entitled Work Letter to selectthe contrary, in its reasonable discretion and acting in good faith, all architects, engineers, contractors and material suppliers necessary to furnish the labor and materials for the construction event of the Tenant Improvements. Landlord shall be the sole contracting party with respect to the employment of contractors which perform the work necessary to construct the Tenant Improvements. Tenant shall not be entitled to access to the Leased Premises prior to the Date of Substantial Completion and Tenant shall not interfere with or impair in any material way the construction of the Tenant Improvements, and any such interference or impairment shall be included within a Tenant Delay as defined in the conflict between this Work Letter and shall entitle Landlord to all remedies provided herein for breach Article 17 of the Lease, the terms of this Lease. Prior to the Possession Date, Tenant Work Letter shall not enter into any contract for construction of any improvements within the Leased Premises with any person other than Landlord without Landlord's prior written consent. Tenant, at Tenant's expense, shall obtain and maintain any and all necessary permits and licenses to enable Tenant to conduct Tenant’s Permitted Use, and the failure of Tenant to obtain or maintain same shall not in any manner affect the Tenant’s obligations hereunder. Landlord shall be solely responsible, at its cost and expense, for obtaining all permits and approvals related to the Tenant Improvementsgovern.

Tenant Improvements. Subject to the terms and conditions hereof, Landlord agreesAll Extension Term Tenant Improvements shall be performed by Tenant’s contractor, at its Tenant’s sole cost and expense (subject to complete a “turnkey” interior build-out (“Tenant Improvements”) Landlord’s obligations with respect to any portion of the Leased Premises Extension Term TI Allowance) and in accordance with the conditions stated in Approved Plans (as defined below), the Work Letter attached hereto as Exhibit C Lease and incorporated hereby pursuant to the Approved Final Plans to be finalized and approved in accordance with the Work Letter and upon approval attached thereto. Any changes or modifications to the Approved Final Plans thereafter must be done in writing and signed by both Tenant and Landlord in accordance with the this Work Letter. So long To the extent that the total projected cost of the Extension Term Tenant Improvements (as projected by Landlord) exceeds the Extension Term TI Allowance (such excess, the “Excess TI Costs”), Tenant shall pay the costs of the Extension Term Tenant Improvements on a pari passu basis with Landlord as such costs become due, in the proportion of Excess TI Costs payable by Tenant to the Extension Term TI Allowance payable by Landlord. If the cost of the Extension Term Tenant Improvements (as projected by Landlord) increases over Landlord’s initial projection, then Landlord may notify Tenant and Tenant shall pay any additional Excess TI Costs in the same way that Tenant pays the initial Excess TI Costs. If Tenant fails to pay, or is late in paying, any sum due to Landlord under this Work Letter, then Landlord shall have all of the rights and remedies set forth in the Lease for nonpayment of Rent (including the right to interest and the right to assess a late charge), and for purposes of any litigation instituted with regard to such amounts the same shall be considered Rent. All material and equipment furnished by Tenant or its contractors as the Extension Term Tenant Improvements shall be new or “like new;” the Extension Term Tenant Improvements shall be performed in a first-class, workmanlike manner; and the quality of the Extension Term Tenant Improvements shall be of a nature and character not less than the Building Standard. Tenant shall take, and shall require its contractors to take, commercially reasonable steps to protect the Premises during the performance of any Extension Term Tenant Improvements, including covering or temporarily removing any window coverings so as to guard against dust, debris or damage. All Extension Term Tenant Improvements shall be performed in accordance with Article 19 17 of the Lease; provided that, notwithstanding anything in the Lease or this Lease, Tenant agrees that Landlord shall be entitled Work Letter to selectthe contrary, in its reasonable discretion and acting in good faith, all architects, engineers, contractors and material suppliers necessary to furnish the labor and materials for the construction event of the Tenant Improvements. Landlord shall be the sole contracting party with respect to the employment of contractors which perform the work necessary to construct the Tenant Improvements. Tenant shall not be entitled to access to the Leased Premises prior to the Date of Substantial Completion and Tenant shall not interfere with or impair in any material way the construction of the Tenant Improvements, and any such interference or impairment shall be included within a Tenant Delay as defined in the conflict between this Work Letter and shall entitle Landlord to all remedies provided herein for breach Article 17 of the Lease, the terms of this Lease. Prior to the Possession Date, Tenant Work Letter shall not enter into any contract for construction of any improvements within the Leased Premises with any person other than Landlord without Landlord's prior written consent. Tenant, at Tenant's expense, shall obtain and maintain any and all necessary permits and licenses to enable Tenant to conduct Tenant’s Permitted Use, and the failure of Tenant to obtain or maintain same shall not in any manner affect the Tenant’s obligations hereunder. Landlord shall be solely responsible, at its cost and expense, for obtaining all permits and approvals related to the Tenant Improvementsgovern.

Tenant Improvements. Subject Tenant acknowledges that it is presently in possession of the Premises and is aware of the condition of the Premises. Tenant acknowledges that Landlord shall not be obligated to refurbish or improve the Premises in any manner except as otherwise expressly set forth herein, and except as otherwise expressly set forth in the Lease for improvements or work that is required to be completed by Landlord as a result of a repair, replacement, restoration or maintenance obligations of Landlord specifically set forth under the Lease. Tenant further acknowledges that except as expressly provided in the Lease or this Fifth Amendment, neither Landlord nor any agent of Landlord has made any representation or warranty regarding the condition of the Premises, the improvements, refurbishments, or alterations therein, or the Building or with respect to the functionality thereof or the suitability of any of the foregoing for the conduct of Tenant's business and that all representations and warranties of Landlord, if any, are as set forth in the Lease and this Fifth Amendment. Tenant shall, using Building standard materials, finishes and specifications and/or materials, finishes and specifications that are comparable in quality to those located in the Premises, perform certain improvements to the Premises as reasonably approved by Landlord pursuant to the Alterations provisions of Article 13 of the Lease and this Paragraph 7 (collectively, "Tenant's Work"). Landlord hereby grants to Tenant an allowance of up to $1,044,376.00 ($24.75 per rentable square foot of the Premises) (the "Allowance"). Tenant's Work shall be constructed, and Landlord shall reimburse Tenant the Allowance, in accordance with the terms and conditions hereof, Landlord agrees, at its cost and expense to complete a “turnkey” interior build-out set forth in Exhibit B (“Tenant Improvements”Work Letter) of the Leased Premises in accordance with Second Amendment. If Landlord holds the conditions stated in the Work Letter attached hereto as Exhibit C and incorporated hereby pursuant to the Approved Final Plans to be finalized and approved in accordance with the Work Letter and upon approval attached thereto. Any changes or modifications to the Approved Final Plans thereafter must be done in writing and signed by both Tenant and Landlord in accordance with the Work Letter. So long as in accordance with Article 19 of this Leasetenant improvement contract, Tenant agrees that Landlord shall be entitled to selectcharge a 3% supervision fee against the Allowance. If Tenant holds the tenant improvement contract, in its reasonable discretion and acting in good faith, all architects, engineers, contractors and material suppliers necessary to furnish the labor and materials for the construction of the Tenant Improvements. Landlord shall be the sole contracting party not charge any supervision or construction management fee in connection with respect to the employment of contractors which perform the work necessary to construct the Tenant ImprovementsTenant's Work. Tenant shall not be entitled have until June 30, 2019, to access use the Allowance. Notwithstanding anything to the Leased Premises prior contrary contained herein or in the Lease, up to the Date of Substantial Completion and Tenant shall not interfere with or impair in any material way the construction $20.00 per rentable square foot of the Tenant Improvements, and any such interference or impairment shall be included within a Tenant Delay as defined in the Work Letter and shall entitle Landlord to all remedies provided herein for breach of this Lease. Prior to the Possession Date, Tenant shall not enter into any contract for construction of any improvements within the Leased Premises with any person other than Landlord without Landlord's prior written consent. Tenant, at Tenant's expense, shall obtain and maintain any and all necessary permits and licenses to enable Tenant to conduct Tenant’s Permitted Use, and the failure of Tenant to obtain or maintain same shall not in any manner affect the Tenant’s obligations hereunder. Landlord shall be solely responsible, at its cost and expenseAllowance, for obtaining all permits and approvals related to the a total of $843,940.00, may be utilized by Tenant Improvementstowards base rental abatement.

Tenant Improvements. Subject to the terms and conditions hereof, Landlord agreesAll Tenant Improvements shall be performed by Tenant’s contractor, at its Tenant’s sole cost and expense (subject to complete a “turnkey” interior build-out (“Tenant Improvements”) Landlord’s obligations with respect to any portion of the Leased Premises TI Allowance and in accordance with the conditions stated in Approved Plans (as defined below), the Work Letter attached hereto as Exhibit C Lease and incorporated hereby pursuant to the Approved Final Plans to be finalized and approved in accordance with the Work Letter and upon approval attached thereto. Any changes or modifications to the Approved Final Plans thereafter must be done in writing and signed by both Tenant and Landlord in accordance with the this Work Letter. So long To the extent that the total projected cost of the Tenant Improvements (as projected by Landlord) exceeds the TI Allowance (such excess, the “Excess TI Costs”), Tenant shall pay the costs of the Tenant Improvements as such costs become due, and Landlord shall reimburse Tenant (or pay directly to Tenant’s contractor) on a pari passu basis, in the proportion of Excess TI Costs payable by Tenant to the TI Allowance payable by Landlord. If the cost of the Tenant Improvements (as projected by Landlord) increases over Landlord’s initial projection, Tenant shall promptly notify Landlord, and Landlord’s payment of the TI Allowance shall be on an adjusted pari passu basis based on the additional Excess TI Costs. All material and equipment furnished by Tenant or its contractors as the Tenant Improvements shall be new or “like new;” the Tenant Improvements shall be performed in a first-class, workmanlike manner; and the quality of the Tenant Improvements shall be of a nature and character not less than the Building Standard, as set forth in Exhibit B-2. Tenant shall take, and shall require its contractors to take, commercially reasonable steps to protect the Premises during the performance of any Tenant Improvements, including covering or temporarily removing any window coverings so as to guard against dust, debris or damage. All Tenant Improvements shall be performed in accordance with Article 19 16 of the Lease; provided that, notwithstanding anything in the Lease or this Lease, Tenant agrees that Landlord shall be entitled Work Letter to selectthe contrary, in its reasonable discretion and acting in good faith, all architects, engineers, contractors and material suppliers necessary to furnish the labor and materials for the construction event of the Tenant Improvements. Landlord shall be the sole contracting party with respect to the employment of contractors which perform the work necessary to construct the Tenant Improvements. Tenant shall not be entitled to access to the Leased Premises prior to the Date of Substantial Completion and Tenant shall not interfere with or impair in any material way the construction of the Tenant Improvements, and any such interference or impairment shall be included within a Tenant Delay as defined in the conflict between this Work Letter and shall entitle Landlord to all remedies provided herein for breach Article 16 of the Lease, the terms of this Lease. Prior to the Possession Date, Tenant Work Letter shall not enter into any contract for construction of any improvements within the Leased Premises with any person other than Landlord without Landlord's prior written consent. Tenant, at Tenant's expense, shall obtain and maintain any and all necessary permits and licenses to enable Tenant to conduct Tenant’s Permitted Use, and the failure of Tenant to obtain or maintain same shall not in any manner affect the Tenant’s obligations hereunder. Landlord shall be solely responsible, at its cost and expense, for obtaining all permits and approvals related to the Tenant Improvementsgovern.

Tenant Improvements. Subject Prior to the terms and conditions hereofLease Commencement Date, Landlord agrees, at its cost and expense ------------------- shall make the improvements to complete a “turnkey” interior build-out the Premises (“"Tenant Improvements”") of the Leased Premises in accordance with the conditions stated described in the Work Letter plans and specifications prepared by GHK, Inc. dated August 15,2000 as amended September 22, 2000 ("Plans and Specifications"), such Plans and Specifications being attached hereto as Exhibit C Schedule B and incorporated hereby pursuant made a part of this Lease ---------- and having been approved in writing by Landlord and Tenant. All materials shall be building-standard materials unless otherwise specified in Schedule B. Except ---------- as otherwise specifically provided in this Lease, Landlord shall not be responsible for performing or paying for the moving or installation of telephone and computer systems, wiring or cabling, or the acquisition, moving or installation of Tenant's furnishings, fixtures and equipment in the Premises. Landlord agrees to bear the cost of the Tenant Improvements in an amount not to exceed Fifty-two Thousand Eight Hundred Four Dollars and Seventy Cents ($52,804.70) ("Tenant Allowance"), provided no modifications are made to the Approved Final Plans to be finalized and approved in accordance with Specifications described herein. In the Work Letter and upon approval attached thereto. Any changes or event Tenant shall request any modifications to the Approved Final Plans thereafter must be done in writing and signed by both Tenant and Landlord in accordance with Specifications which increase the Work Letter. So long as in accordance with Article 19 cost of this Lease, Tenant agrees that Landlord shall be entitled to select, in its reasonable discretion and acting in good faith, all architects, engineers, contractors and material suppliers necessary to furnish the labor and materials for the construction of the Tenant Improvements. Landlord shall be the sole contracting party with respect to the employment of contractors which perform the work necessary to construct the Tenant Improvements. Tenant shall not be entitled to access to the Leased Premises prior to the Date of Substantial Completion and Tenant shall not interfere with or impair in any material way the construction of completing the Tenant Improvements, Tenant covenants and any agrees to pay to Landlord, as Additional Rent, all costs and expenses incurred by Landlord in excess of the Tenant Allowance, and to make such interference or impairment payment within thirty (30) days after receipt of an invoice for same from Landlord. Any excess of the Tenant Allowance over the total cost of constructing the Tenant Improvements shall be included within a Tenant Delay as defined in the Work Letter and shall entitle Landlord belong solely to all remedies provided herein for breach of this LeaseLandlord. Prior Any other initial improvements to the Possession Date, Tenant shall Premises not enter into any contract for construction of any improvements within shown on the Leased Premises with any person other than Landlord without Plans and Specifications are subject to Landlord's prior written consent. Tenant, at Tenant's expense, approval and such improvements shall obtain and maintain any and all necessary permits and licenses to enable Tenant to conduct Tenant’s Permitted Usebe performed by Landlord, and the failure of cost thereof shall be paid by Tenant to obtain Landlord within thirty (30) days following receipt of an invoice for same from Landlord. Any amounts payable by Tenant hereunder shall include Landlord's standard construction management fee computed on the total cost of construction, including but not limited to the cost of developing, preparing and modifying construction drawings. In the event this Lease shall terminate for any reason whatsoever prior to the end of the Term or maintain same shall not in this Lease is assigned, conveyed or transferred to another entity (except for any manner affect the Tenant’s obligations hereunder. transfers which Landlord may permit under Section 25 hereof), Tenant shall be solely responsiblerequired to repay Landlord, at its cost and expenseupon demand, for obtaining all permits and approvals related to the unamortized amount of the Tenant ImprovementsAllowance and Broker's commission (if any) determined by multiplying the total amount of the Tenant Allowance and Broker's commission incurred by Landlord by a fraction, the numerator of which shall be the amount of the unexpired Term remaining in the Lease, and the denominator of which shall be the full Term of the Lease.

Tenant Improvements. Subject Landlords agrees to provide Tenant with an allowance for construction by Tenant of certain tenant improvements to be incorporated into the Premises, in the amount of Seven Hundred Nine Thousand One Hundred Thirty-Four and No/100 US Dollars ($709,134.00) (the “Construction Credit”) (which Construction Credit is calculated based upon $6.00 per rentable square foot of Suite 300, and $24.00 per rentable square foot for the Third Expansion Premises and the Fourth Expansion Premises), which Construction Credit may be used by Tenant in the manner set forth in Exhibit B-3, attached to this Modification and incorporated by reference. Landlord shall be paid a construction management supervisory fee out of the Construction Credit equal to one percent (1%) of the hard construction costs of the tenant improvements to be constructed by Tenant, specifically excluding architectural fees, project management fees, permitting, cabling, furniture, fixtures and equipment, which construction management supervisory fee shall not exceed in amount Seven Thousand and No/100 US Dollars ($7,000.00). Landlord’s construction management fee shall be invoiced by and paid to Landlord based upon the invoices submitted by Tenant for reimbursement from Landlord and shall be paid out of the Construction Credit. In the event that Tenant does not use the entire Construction Credit for completion of the improvements to the terms Premises, the Second Expansion Premises, Third Expansion Premises or the Fourth Expansion Premises, Tenant may apply the unused remainder of the Construction Credit (but in no event exceeding twenty-five percent (25%) of the total Construction Credit) for the payment of Base Rent and conditions hereofother charges next coming due under the Lease, Landlord agreeson an amortized basis over the remaining Term of the Lease. Any portion of the Construction Credit not used or committed by Tenant to be applied to Base Rent or other charges coming due under the Lease (in the manner set forth in the foregoing sentence) within eighteen (18) months following the Third Expansion premises Commencement Date shall revert back to Landlord. Landlord, at its option (which option must be exercised, if at all, at the time that Landlord grants its written approval to Tenant’s proposed final construction Plans in the manner described in Exhibit B-3) may require Tenant to remove any physical additions and/or repair any alterations made pursuant to this paragraph or Exhibit B-3, including but not limited to low voltage communications and data cabling, in order to restore the subject portion of the leased premises to the condition existing at the time prior to the commencement of such work, all costs of removal and/or alterations to be done by Tenant. In addition, Tenant shall have the right, at Tenant’s sole cost and expense to complete a “turnkey” interior buildremove and relocate from Suite 100 in the Building the following equipment and personal property of Landlord: the UPS unit; two (2) 10-out ton Liebert computer room cooling units; and, the raised computer room flooring (“Tenant ImprovementsLandlord’s Equipment”) ). Such removal and relocation of the Leased Premises in accordance with the conditions stated in the Work Letter attached hereto Landlords’s Equipment shall be subject to Landlord’s prior written approval as Exhibit C and incorporated hereby pursuant to the Approved Final Plans to be finalized methods and approved in accordance with the Work Letter specifications for removal and upon relocation, which approval attached thereto. Any changes or modifications to the Approved Final Plans thereafter must be done in writing and signed by both Tenant and Landlord in accordance with the Work Letter. So long as in accordance with Article 19 of this Lease, Tenant agrees that Landlord shall be entitled to select, in its reasonable discretion and acting in good faith, all architects, engineers, contractors and material suppliers necessary to furnish the labor and materials for the construction of the Tenant Improvements. Landlord shall be the sole contracting party with respect to the employment of contractors which perform the work necessary to construct the Tenant Improvements. Tenant shall not be entitled reasonably withheld. In the event that Tenant’s elects to access to the Leased Premises prior to the Date of Substantial Completion and Tenant shall not interfere with or impair relocate Landlord’s Equipment as provided in any material way the construction of the Tenant Improvements, and any such interference or impairment shall be included within a Tenant Delay as defined in the Work Letter and shall entitle Landlord to all remedies provided herein for breach of this Lease. Prior to the Possession Dateparagraph, Tenant shall not enter into any contract for construction of any improvements within the Leased Premises with any person other than Landlord without Landlord's prior written consent. Tenantbe responsible, at Tenant's expense, shall obtain and maintain any and all necessary permits and licenses to enable Tenant to conduct Tenant’s Permitted Use, and the failure of Tenant to obtain or maintain same shall not in any manner affect the Tenant’s obligations hereunder. Landlord shall be solely responsible, at its sole cost and expense, for obtaining all permits costs of restoration and approvals related repair of those portions of the Building affected by such removal and relocation. In addition, in the event that Tenant elects to relocate Landlord’s Equipment, Tenant agrees to take and use such equipment in its current “as-is” condition and repair, and Tenant shall be solely responsible for all costs of maintaining, repairing and replacing Landlord’s Equipment during the Tenant ImprovementsTerm of the Lease.

Tenant Improvements. Subject to 4.1. Tenant shall cause the terms and conditions hereof, Landlord agrees, at its cost and expense to complete a “turnkey” interior build-out work (the “Tenant Improvements”) of the Leased Premises in accordance with the conditions stated described in the Tenant Work Letter attached hereto as Exhibit C and incorporated hereby B-1 (the “Tenant Work Letter”) to be constructed in the Premises pursuant to the Approved Final Plans Tenant Work Letter at a cost to Landlord not to exceed Three Hundred Thousand Dollars ($300,000); provided that such amount shall be reduced dollar-for-dollar by (a) any tenant improvement allowance used by Landlord with respect to any tenant improvements constructed by Landlord or Tenant with respect to the premises leased by Tenant from Landlord’s affiliate, XXX-00000 Xxxxxxxx Xxxxxx Xxxx LLC, located at 00000 Xxxxxxxx Xxxxxx Xxxx, Xxx Xxxxx, Xxxxxxxxxx (the “Sorrento Valley Premises”) and (b) any portion of such amount used by Landlord with respect to any Tenant Improvements constructed by Landlord in the Premises as provided for in the following sentence, so that in no event shall the tenant improvement allowance for tenant improvements to be finalized constructed by Landlord and approved Tenant with respect to the Premises and the Sorrento Valley Premises exceed Three Hundred Thousand Dollars ($300,000) in accordance the aggregate (collectively, such aggregate amount as appropriately reduced from time to time as such funds are expended, the “TI Allowance”). Tenant may elect to have Landlord construct some or all of the Tenant Improvements by providing Landlord with prior written notice, in which case Landlord shall cause such Tenant Improvements (as detailed in such written notice) to be constructed in the Premises pursuant to the Landlord Work Letter and upon approval attached theretohereto as Exhibit B-2 (the “Landlord Work Letter”) at a cost to Landlord not to exceed the TI Allowance. Any changes or modifications The TI Allowance may be applied to the Approved Final Plans thereafter must be done in writing costs of (n) construction, (o) project management by Landlord (which fee shall equal two and signed by both Tenant and Landlord in accordance with one-half percent (2.5%) of the Work Letter. So long as in accordance with Article 19 of this Lease, Tenant agrees that Landlord shall be entitled to select, in its reasonable discretion and acting in good faith, all architects, engineers, contractors and material suppliers necessary to furnish the labor and materials for the construction cost of the Tenant Improvements. Landlord shall be , including the sole contracting party portion funded by the TI Allowance), (p) space planning, architect, engineering and other related services performed by third parties unaffiliated with respect to the employment of contractors which perform the work necessary to construct the Tenant Improvements. Tenant shall not be entitled to access to the Leased Premises prior to the Date of Substantial Completion Tenant, (q) building permits and Tenant shall not interfere with other taxes, fees, charges and levies by Governmental Authorities (as defined below) for permits or impair in any material way the construction for inspections of the Tenant Improvements, and (r) costs and expenses for labor, material, equipment and fixtures. In no event shall the TI Allowance be used for (w) payments to Tenant or any such interference or impairment shall be included within a Tenant Delay as defined in affiliates of Tenant, (x) the Work Letter and shall entitle Landlord to all remedies provided herein for breach of this Lease. Prior to the Possession Date, Tenant shall not enter into any contract for construction purchase of any improvements within the Leased Premises with furniture, personal property or other non-building system equipment, (y) costs resulting from any person other than Landlord without Landlord's prior written consent. Tenantdefault by Tenant of its obligations under this Lease or (z) costs that are recoverable by Tenant from a third party (e.g., at Tenant's expenseinsurers, shall obtain and maintain any and all necessary permits and licenses to enable Tenant to conduct Tenant’s Permitted Usewarrantors, and the failure of Tenant to obtain or maintain same shall not in any manner affect the Tenant’s obligations hereunder. Landlord shall be solely responsible, at its cost and expense, for obtaining all permits and approvals related to the Tenant Improvementstortfeasors).

Tenant Improvements. Subject Lessee is not entitled to any alterations or improvements to the terms and conditions hereofExpansion Premises by Lessor, Landlord or any allowance or reimbursement in connection with any work performed by Lessee therein, except that Lessor agrees, at its sole cost and expense expense, to complete (a) build an approximately 500 square foot warehouse office in the Expansion Premises in a “turnkey” interior build-out specific size, location, manner and condition mutually agreed upon by Lessor and Lessee, (b) remove the current warehouse office next to the loading dock doors in the Expansion Premises, (c) remove the existing racks in the Expansion Premises, (d) perform the Ramp Removal, (e)complete the technology requirement as described on Exhibit A and (f) cause the Expansion Premises to be professionally cleaned and all portions thereof delivered to Lessee in good repair and operating condition (collectively, the “Tenant Improvements”) of the Leased Premises in accordance with the conditions stated in the Work Letter attached hereto as Exhibit C and incorporated hereby pursuant ). In addition to the Approved Final Plans to be finalized and approved in accordance with the Work Letter and upon approval attached thereto. Any changes or modifications to the Approved Final Plans thereafter must be done in writing and signed by both Tenant and Landlord in accordance with the Work Letter. So long as in accordance with Article 19 of this Lease, Tenant agrees that Landlord shall be entitled to select, in its reasonable discretion and acting in good faith, all architects, engineers, contractors and material suppliers necessary to furnish the labor and materials for the construction of the Tenant Improvements. Landlord shall be the sole contracting party with respect to the employment of contractors which perform the work necessary to construct the Tenant Improvements. Tenant shall not be entitled to access to the Leased Premises prior to the Date of Substantial Completion and Tenant shall not interfere with or impair in any material way the construction of the Tenant Improvements, and any such interference or impairment shall be included within a Tenant Delay as defined in Lessor agrees to perform the Work Letter and shall entitle Landlord to all remedies provided herein for breach of this Lease. Prior to the Possession Date, Tenant shall not enter into any contract for construction of any improvements within the Leased Premises with any person other than Landlord without Landlord's prior written consent. Tenantfollowing work, at Tenant's expense, shall obtain and maintain any and all necessary permits and licenses to enable Tenant to conduct TenantLessor’s Permitted Use, and the failure of Tenant to obtain or maintain same shall not in any manner affect the Tenant’s obligations hereunder. Landlord shall be solely responsible, at its sole cost and expense, for obtaining all permits not later than 30 days after the Expansion Premises Commencement Date: (i) cause heater and approvals related air conditioning equipment and systems to be repaired such that the same are in good working order, and (ii) repair dock doors (collectively, the “Remaining Work”). Within five days after Lessor delivers possession of the Premises to Lessee with the Tenant Improvements completed, and again within five days after Lessor completes the Remaining Work and notifies Lessee of such completion, Lessor and Lessee shall conduct a joint walk through of the Expansion Premises and identify any items not completed to the Tenant Improvementsreasonable satisfaction of Lessee (“Punch List Items”). Lessor shall be responsible for the correction and completion of such Punch List Items at Lessor’s cost, which shall be performed within 30 days after each applicable walk through.

Tenant Improvements. Tenant shall not make or allow to be made any alterations, physical additions or improvements in or to the Leased Premises without first obtaining the written consent of Landlord which consent shall not be unreasonably withheld, conditioned or delayed. Subject to the terms and conditions hereofof Paragraph 3 of the Rules and Regulations attached to this Lease, Tenant, upon prior written notice to Landlord (but without any requirement of obtaining Landlord's consent), shall have the right to make interior nonstructural alterations to the Leased Premises. If, after its receipt and review of any such notice, which notice shall specify in reasonable detail the alterations to be made by Tenant, Landlord agreesreasonably believes that the interior non structural alteration in question will reduce the rental value of the Leased Premises, then landlord, at its cost and expense option, may within sixty (60) days after its receipt of Tenant's written notice, deliver to complete Tenant a “turnkey” interior build-out (“notice in which Landlord designates the alteration in question as one that it may require Tenant Improvements”) to remove at the end of the Leased Premises in accordance with the conditions stated in the Work Letter attached hereto term of this Lease (each such alteration being hereinafter referred to as Exhibit C and incorporated hereby pursuant to the Approved Final Plans to be finalized and approved in accordance with the Work Letter and upon approval attached thereto"designated alteration"). Any changes alterations, physical additions or modifications to the Approved Final Plans thereafter must be done in writing and signed by both Tenant and Landlord in accordance with the Work Letter. So long as in accordance with Article 19 of this Lease, Tenant agrees that Landlord shall be entitled to select, in its reasonable discretion and acting in good faith, all architects, engineers, contractors and material suppliers necessary to furnish the labor and materials for the construction of the Tenant Improvements. Landlord shall be the sole contracting party with respect to the employment of contractors which perform the work necessary to construct the Tenant Improvements. Tenant shall not be entitled to access improvements to the Leased Premises prior to the Date of Substantial Completion made by or installed by either party hereto shall remain upon and Tenant shall not interfere be surrendered with or impair in any material way the construction of the Tenant Improvements, and any such interference or impairment shall be included within a Tenant Delay as defined in the Work Letter and shall entitle Landlord to all remedies provided herein for breach of this Lease. Prior to the Possession Date, Tenant shall not enter into any contract for construction of any improvements within the Leased Premises with any person other than and become the property of Landlord upon the expiration or earlier termination of this lease without credit to Tenant. Landlord and Tenant both agree that the following items belong to the Tenant and Tenant has the right to remove these items upon the expiration or earlier termination of this lease: (1) generator and associated electrical switching equipment; (2) fire suppression system [equipment may be removed, but control valve located at point of connection to water supply line must be left in place];(3) Overhead racks & cabinets; and, (4) DC power plant. Additionally, at Landlord's prior written consent. Tenantoption, Tenant will be required, at Tenant's sole expense, to remove any physical improvements or additions and/or repair any alterations in order to restore the Leased Premises to the condition necessary, without any cost to the Landlord, to lease the space to another office tenant; this may include carpet, acoustical lay-in ceiling system with electrical light fixtures, finished walls, and HVAC wall units, and that all costs of removal and/or restoration and alterations to be the responsibility and expense of the Tenant. /s/ ------------------- Initials Such repairs to be replaced consistent with other space in the building. Notwithstanding the preceding sentence to the contrary, any telecommunications cable and conduit shall obtain be removed at Tenant's discretion and maintain at Tenant's sole expense. This clause shall not apply to movable equipment, furniture, movable trade fixtures owned by Tenant, which may be removed by Tenant at the end of the term of this Lease if Tenant is not then in default and if such equipment and furniture are not then subject to any other rights, liens and all necessary permits and licenses interests of Landlord. Tenant shall have no authority or power, express or implied, to enable create or cause any mechanic's or materialmen's lien, charge or encumbrance of any kind against the Leased Premises, the Property or any portion thereof. Tenant shall promptly cause any such liens that have arisen by reason of any work claimed to have been undertaken by or through Tenant to conduct Tenant’s Permitted Usebe released by payment bonding or otherwise within thirty (30) days after request by Landlord, and the failure shall indemnify Landlord against losses arising out of Tenant to obtain or maintain same shall not in any manner affect the Tenant’s obligations hereunder. Landlord shall be solely responsiblesuch claim (including, at its cost without limitation, legal fees and expense, for obtaining all permits and approvals related to the Tenant Improvementscourt costs).

Tenant Improvements. Subject Lessee at its sole cost shall be responsible for the Tenant Improvements including space plans, building plans, and for all costs of construction including, but not by way of limitation, permit fees for its Tenant Improvements. Office improvements shall be constructed of a quality comparable to the terms quality existing at 0000 Xxxxxx Xxxxx or otherwise reasonably acceptable to Lessor and conditions hereof, Landlord agrees, at its cost consist of a minimum of 5,100 square feet on the second floor and expense to complete a “turnkey” interior build-out 5,100 square feet directly below on the first floor. A minimum of 5,100 square feet of such office improvements shall be completed within twelve (“Tenant Improvements”12) months of the Leased Premises in accordance Commencement Date, with the conditions stated in the Work Letter attached hereto as Exhibit C and incorporated hereby pursuant to the Approved Final Plans remainder to be finalized and approved in accordance with completed not later than eighteen (18) months from the Work Letter and upon approval attached theretoCommencement Date. Any changes or modifications to the Approved Final Plans thereafter must be done in writing and signed by both Tenant and Landlord in accordance with the Work Letter. So long as in accordance with Article 19 of this Lease, Tenant agrees that Landlord shall be entitled to select, in its reasonable discretion and acting in good faith, all architects, engineers, contractors and material suppliers necessary to furnish the labor and materials Lessee’s plans for the construction of the Tenant Improvements. Landlord Improvements (“Lessee’s Plans”) and its general contractor for such construction shall be the sole contracting party with respect subject to the employment of contractors which perform Lessor’s prior approval to be given not later than ten (10) business days after submittal to Lessor, with Lessor’s approval not to be unreasonably withheld, conditioned or delayed. In the work necessary event Lessor disapproves Lessee’s Plans, Lessor shall specify the reasons for such disapproval and Lessee shall have ten (10) business days to construct revise and re-submit Lessee’s Plans for Lessor’s approval. Lessor shall respond thereto within five (5) business days and if the revised Lessee’s Plans are again disapproved by Lessor, the foregoing procedure shall be re-instituted until Lessor’s approval is obtained. Lessee warrants that the Tenant ImprovementsImprovements will comply with all Applicable Requirements in effect at the time of such construction. Tenant Lessee shall not be entitled to access to the Leased Premises prior to the Date of Substantial Completion and Tenant shall not interfere with or impair in any material way the construction construct as part of the Tenant Improvements, screening of the HVAC units on the roof of the Building in accordance with the requirements of the covenants, conditions and any restrictions (“CC&Rs”) applicable to the project of which the Building is a part. Lessee acknowledges that Lessor has notified those individuals responsible for administering the CC&Rs that such interference or impairment shall screening will be included within completed in accordance with the attached Schedule 50. Unless Lessee is successful in obtaining such individual’s consent to a Tenant Delay as defined deviation from the screening requirements set forth in the Work Letter and attached Schedule 50, Lessee shall entitle Landlord to all remedies provided herein for breach of this Lease. Prior complete such screening to the Possession Date, Tenant shall not enter into any contract for construction satisfaction of any improvements within such individuals in accordance with the Leased Premises with any person other than Landlord without Landlord's prior written consent. Tenant, at Tenant's expense, shall obtain and maintain any and all necessary permits and licenses to enable Tenant to conduct Tenant’s Permitted Use, and the failure of Tenant to obtain or maintain same shall not in any manner affect the Tenant’s obligations hereunder. Landlord shall be solely responsible, at its cost and expense, for obtaining all permits and approvals related to the Tenant Improvementsattached Schedule 50.

Tenant Improvements. Subject to the terms and conditions hereof, Landlord agrees, at its cost and expense to complete a “turnkey” interior build-out (“Tenant Improvements”) ” shall mean all furniture, fixtures, and equipment and any additional alterations, additions or improvements to be made or constructed by Tenant to the interior of the Leased Premises in accordance with the conditions stated in the Work Letter attached hereto Premises, as described on Exhibit C B-2 hereof and incorporated hereby pursuant which is otherwise subject to the Approved Final Plans to be finalized and approved in accordance with the Work Letter and upon approval attached thereto. Any changes or modifications to the Approved Final Plans thereafter must be done in writing and signed by both Tenant and Landlord in accordance with the Work Letter. So long as in accordance with Article 19 of this Lease, Tenant agrees that Landlord shall be entitled to select, in its reasonable discretion and acting in good faith, all architects, engineers, contractors and material suppliers necessary to furnish the labor and materials for the construction of the Tenant ImprovementsLandlord’s consent. Landlord shall be reimburse Tenant for the sole contracting party with respect to the employment of contractors which perform the work necessary to construct the Tenant Improvements. Tenant shall not be entitled to access to the Leased Premises prior to the Date of Substantial Completion and Tenant shall not interfere with or impair in any material way the construction costs of the Tenant Improvements, and plus moving expenses up to $1,750,000 (the “TI Allowance”). In addition, at the written request of Tenant, Landlord shall apply a portion of the TI Allowance to (i) pay any such interference or impairment shall be included within a Additional Project Costs that Tenant Delay as defined is required to pay under Section 5.2 of this Exhibit B, (ii) pay Base Rent in the Work Letter event that any TI Allowance is unused as of Substantial Completion of the Tenant Improvements, or (iii) reimburse Tenant an amount equal to $2,300 per day for each day after May 1, 2008 until Substantial Completion, if Excused Delays prevent Substantial Completion by May 1, 2008 and shall entitle Landlord to all remedies provided herein for breach of this LeaseTenant is not reimbursed under Section 3.1. Prior to To the Possession Dateextent applicable, Tenant shall submit to Landlord any plans, drawings or descriptions of the Tenant Improvements (“TI Plans”), which shall be subject to Landlord’s prior written approval, such approval shall not enter into any contract be unreasonably withheld or delayed. Tenant shall submit invoices and applications for construction of any improvements within payment received from its architect and contractor and approved by Tenant, with such invoices and applications for payment to be on AIA form G702, together with lien waivers from the Leased Premises contractor and appropriate subcontractors together with any person other than evidence reasonably required by Landlord, its title insurer or lender, in form and substance reasonably satisfactory to Landlord, its title insurer or lender, that there are no parties entitled to place a lien against the real property underlying the Premises on a monthly basis. Landlord without Landlord's prior written consent. Tenant, at Tenant's expense, shall obtain and maintain any and all necessary permits and licenses fund the amounts approved by Tenant for payment directly to enable Tenant to conduct Tenant’s Permitted Use, and the failure of Tenant to obtain or maintain same shall not in any manner affect the Tenant’s obligations hereunderarchitect and contractor within ten (10) business days of receipt, provided that Landlord shall have no obligation to fund any amount in excess of the TI Allowance. All costs of the Tenant Improvements in excess of the TI Allowance shall be paid by Tenant as and when due; provided, however, that at Tenant’s request, subject to the limitation set forth in Section 2.4 below, Landlord shall increase the TI Allowance by up to an additional five dollars ($5.00) per square foot of the Premises. If Tenant exercise this right, the additional TI Allowance, together with interest at nine percent (9%) per annum, shall be amortized in equal monthly installments of Base Rent over the initial term of the Lease and the Base Rent rate reflected in Section 2.2 of the Lease shall be adjusted upward accordingly to include such amortized amount. Landlord and Tenant shall execute an amendment to this Lease memorializing the increase in the Base Rent rate payable prior to the remittance or crediting of such funds to Tenant. In the event a Change Order requested by Tenant and approved by Landlord results in a discernable net reduction in Landlord’s costs to construct the Improvements, the amount of such net reduction shall be solely responsible, at its cost and expense, for obtaining all permits and approvals related added to the amount of the TI Allowance available to Tenant Improvementspursuant to this Section 1.6.

Tenant Improvements. Subject Landlord shall deliver the Premises to Tenant, and Tenant agrees to accept the same, in an “AS IS” and “WHERE IS” condition, except as provided otherwise in this Section 10. The parties have generally agreed in the space plan for the Premises. Tenant shall deliver to Landlord Tenant’s proposed biddable construction drawings for the Premises (the “Construction Drawings”). Without limitation, the Construction Drawings shall show the location of (1) any abnormally heavy equipment, (ii) all major mechanical and electrical systems and (iii) all major built-in equipment. Landlord shall have ten (10) days from its receipt of the Construction Drawings in which to review and approve the same by giving written notice to Tenant (“Landlord’s Construction Drawings Notice”). In the event that Landlord disapproves the Construction Drawings or conditionally approves the Construction Drawings with certain changes, Landlord shall state the reasons for such disapproval or changes in the Landlord’s Construction Drawing Notice. Tenant shall have ten (10) days from receipt of such Landlord’s Construction Drawings Notice in which to correct the matters of disapproval or reject such requested changes in a written notice to Landlord. In the event that Landlord and Tenant cannot agree on the final Construction Drawings by the thirtieth (30th) day after Landlord’s initial receipt of the proposed Construction Drawings, then either party may terminate this Lease on ten (10) day’s prior written notice to the terms other party. After the Construction Drawings have been approved by Landlord and conditions hereofTenant, Landlord agreesTenant shall retain a license and bonded contractor, at its cost approved by Landlord, pursuant to a contract approval by Landlord, to commence and expense complete, with reasonable diligence, the construction of the approved tenant improvements to complete a “turnkey” interior build-out the Premises as shown in the Construction Drawings (the “Tenant Improvements”) ). Tenant agrees, and agrees to include in the construction contract, that Tenant and its contractor will meet on a regular and as needed basis, not less than once per week, with Landlord’s construction manager to review the status and progress of the Leased Premises in accordance construction, to coordinate with the conditions stated in the Work Letter attached hereto as Exhibit C other work to be performed by Landlord and incorporated hereby pursuant to review any material changes to the Approved Final Plans to be finalized and approved in accordance with Construction Drawings or the Work Letter and upon approval attached thereto. Any construction contract, all of which changes or modifications to the Approved Final Plans thereafter must be done approved, in writing writing, by Landlord’s construction manager. Approval of any matters herein by Landlord or Landlord’s construction manager shall not be unreasonably withheld, delayed or conditioned. Further, Foushee, Chinn, and signed by both Gateway are each pre-approved contractors for Tenant and Landlord in accordance with the Work LetterImprovement Work. So long as in accordance with Article 19 of this Lease, Tenant agrees that (i) Landlord shall be entitled to select, in its reasonable discretion and acting in good faith, all architects, engineers, contractors and material suppliers necessary to furnish the labor and materials for the construction has delivered possession of the Tenant Improvements. entire Premises by Maxxx 0, 0000, (xx) xhe parties have approved the final Construction Drawings by January 31, 2011 and (iii) the acts or omissions of Landlord shall be or its construction manager do not cause a material delay in the sole contracting party with respect to the employment of contractors which perform the work necessary to construct the Tenant Improvements. Tenant shall not be entitled to access to the Leased Premises prior to the Date of Substantial Completion and Tenant shall not interfere with or impair in any material way the construction completion of the Tenant Improvements, then the Commencement Date shall occur on May 1, 2011 and any such interference Tenant shall begin paying Rent on August 1, 2011 regardless of whether Tenant has completed the Tenant Improvements prior to the Commencement Date. If, however, Landlord does not (i) deliver possession of the entire Premises by Maxxx 0, 0000, (xx) the parties have not agreed to the final Construction Drawings by January 31, 2011 or impairment (iii) if acts or omissions of Landlord or its construction manager cause a material delay in the completion of the Tenant Improvements, then Tenant’s free rent period shall be included within increased on a day for day basis for each day of delay in completion of the Tenant Delay as defined in Improvements that results from the Work Letter and shall entitle Landlord to all remedies provided herein for breach of this Lease. Prior to the Possession Date, Tenant shall not enter into any contract for construction of any improvements within the Leased Premises with any person other than Landlord without Landlord's prior written consent. Tenant, at Tenant's expense, shall obtain and maintain any and all necessary permits and licenses to enable Tenant to conduct Tenant’s Permitted Use, and the failure of Tenant to obtain or maintain same shall not in any manner affect the Tenant’s obligations hereunderforegoing. Landlord shall be solely responsibleresponsible for insuring that any HVAC system or electrical system servicing the Premises, which is not part of the Tenant Improvements, is in good working condition and that the ceiling grid meets current code and is in good condition. In addition, Landlord, at its sole cost and expense, for obtaining shall replace all permits variable air volume (“VAV”) boxes within the Premises. Landlord will make payments to Tenant’s contractor from the Tenant Improvement allowance as billed by the contractor and approvals related approved by the architect pursuant to the terms of the construction contract. Landlord agrees to pay $70.00 per rentable square feet of the Premises (e.g., 28,786 rsf) (the “Tenant ImprovementsImprovement Allowance”) towards the cost of the Tenant Improvements and the remaining cost, if any, shall be paid by Tenant. The Tenant Improvement Allowance may be used for construction costs, architectural and design fees, permits, Washington State sales tax, Tenant’s construction management fees and telephone/data cabling. Any unused portion of the Tenant Improvement Allowance shall be credited back to Tenant in the form of rent abatement or to offset any costs associated with architectural and design services, furniture acquisition, telephone/data cabling, Tenant’s physical relocation, or construction management fees. Landlord will not charge a construction management fee as part of the Tenant Improvement Allowance.

Tenant Improvements. Subject A. Lessor is providing the existing base building (pursuant to the terms and conditions hereof, Landlord agrees, at its cost and expense to complete a “turnkey” interior build-out (“Tenant Improvements”) schedule of the Leased Premises in accordance with the conditions stated in the Work Letter base building plan attached hereto as Exhibit C "F") and incorporated hereby a tenant improvement allowance of $30.00 per usable square foot (the "Tenant Improvement Allowance") for the tenant improvements to be constructed by Lessor at the Premises. All improvements to the existing base building will be so-called "Tenant Improvements" to be installed by Lessor but to be selected by Lessee as hereinafter provided and paid for by Lessee subject to Lessor providing an allowance in the aforesaid amount. Included within the Tenant Improvement Allowance shall be all costs for space planning, construction document preparation, design work and construction drawing work and all costs of obtaining permits. In the event Lessee desires any Tenant Improvements having a price in excess of the Tenant Improvement Allowance, Lessee shall pay Lessor in cash for such excess amount or, at Lessee's option, such excess amount (up to $7.00 per rentable square foot of the Premises) may be paid by Tenant in equal monthly installments over the Initial Term, with an annual interest rate thereon of nine percent (9%), in which case, such excess amount shall be deemed to be included in the Tenant Improvement Allowance. If Lessee requests a higher grade or quality of any component of the Tenant Improvements (if any) otherwise provided by Lessor pursuant to the Approved Final Plans to be finalized plans and approved in accordance with specifications of Exhibit "F", Lessor will allow a credit for the Work Letter and upon approval attached theretocost of the component replaced. Any changes or modifications to The balance of the Approved Final Plans thereafter must be done in writing and signed amount by both which the cost of the Tenant and Landlord in accordance with Improvements exceeds the Work Letter. So long as in accordance with Article 19 of this Lease, Tenant agrees that Landlord Improvement Allowance shall be entitled paid for in cash by Lessee to select, in its reasonable discretion and acting in good faith, all architects, engineers, contractors and material suppliers necessary to furnish the labor and materials for the construction Lessor upon substantial completion of the Tenant Improvements. Landlord In the event the actual cost of the Tenant Improvements is less than the Tenant Improvement Allowance (without regard to the $7.00 per rentable square foot additional amount), the difference between the actual cost of such Tenant Improvements and the Tenant Improvement Allowance shall be available to Lessee as a credit against Base Rent due from Lessee to Lessor. Opus West Construction Corporation shall be the sole contracting party with respect to the employment of contractors which perform the work necessary to construct the general contractor for all Tenant ImprovementsImprovement work. Tenant shall not be entitled to access to the Leased Premises prior to the Date of Substantial Completion and Tenant shall not interfere with or impair in any material way the construction of the Tenant Improvements, and any such interference or impairment All major subcontracts shall be included within a Tenant Delay as defined in the Work Letter and shall entitle Landlord to all remedies provided herein for breach of this Lease. Prior to the Possession Date, Tenant shall not enter into any contract for construction of any improvements within the Leased Premises with any person other than Landlord without Landlord's prior written consent. Tenant, at Tenant's expense, shall obtain and maintain any and all necessary permits and licenses to enable Tenant to conduct Tenant’s Permitted Use, and the failure of Tenant to obtain or maintain same shall not in any manner affect the Tenant’s obligations hereunder. Landlord shall be solely responsible, at its cost and expense, for obtaining all permits and approvals related to the Tenant Improvementscompetitively bid.

Tenant Improvements. Subject Landlord is not required to make Tenant Improvements as part of this Lease Renewal. Tenant is also not required to make Tenant Improvements as part of this Lease Renewal. Tenant’s planned improvements (if any) will be submitted to Landlord for approval subject to the terms and conditions hereofrequirements of this Lease. Landlord’s approval may not be unreasonably withheld, conditioned or delayed. Should Tenant require “Temporary Space” for their improvements (ie. space to accommodate employees while tenant improvements are being constructed) the Landlord agreeswill make available up to 20,000 vacant square feet of Temporary Space at either 0000 Xxxxxxxx Xxxxxx, 0000 Xxxxxxxx Xxxxxx, 000 X-0 Xxxxxxx Xxxx Drive or 000X Xxxxxxx Xxxx Drive or some combination thereof at its cost and expense to complete a “turnkey” interior build-out (“Landlord’s option. Tenant Improvements”) shall notify Landlord of the Leased Premises in accordance with requirement to temporarily use the conditions stated in space before May 1, 2004 or such right shall forever lapse. The temporary use of the Work Letter attached hereto space shall include Free Base Monthly Rent and Operating Expenses through July 31, 2004. From August 1, 2004, Base Monthly Rent shall be $0.50 NNN on a month-to-month basis and Tenant shall pay Operating Expenses. During all use of Temporary Space, Tenant shall maintain insurance on such space as Exhibit C and incorporated hereby pursuant to the Approved Final Plans to be finalized and approved in accordance with the Work Letter and upon approval attached thereto. Any changes or modifications to the Approved Final Plans thereafter must be done in writing and signed by both Tenant and Landlord in accordance with the Work Letter. So long as in accordance with Article 19 of required under this Lease, Tenant agrees that Landlord shall be entitled to selecthave all indemnity duties set forth in this Lease, in its reasonable discretion and acting in good faith, all architects, engineers, contractors and material suppliers necessary to furnish the labor and materials for the construction of the Tenant Improvements. Landlord shall be the sole contracting party with respect to the employment of contractors which perform the work necessary to construct the Tenant Improvements. Tenant shall not be entitled to access to the Leased Premises prior to the Date of Substantial Completion and Tenant shall execute with Landlord a Temporary Use Agreement reasonably requested by Landlord, provided, same shall not interfere with or impair in change any material way the construction of the Tenant Improvementsagreements made herein. Tenant’s rights to use Temporary Space shall not extend further than September 30, 2004, and any on or before such interference or impairment shall be included within a Tenant Delay as defined in the Work Letter and shall entitle Landlord to all remedies provided herein for breach of this Lease. Prior to the Possession Datedate, Tenant shall not enter into any contract for construction vacate the said premises, return them to Landlord in the same condition in which they were received, reasonable wear and tear incurred in spite of any improvements within the Leased Premises with any person other than Landlord without Landlord's prior written consent. Tenantuse of commercially reasonable maintenance practices and efforts, at Tenant's expenseexcepted, shall obtain and maintain any and remove all necessary permits and licenses to enable Tenant to conduct of Tenant’s Permitted Use, and the failure of Tenant to obtain or maintain same shall not in any manner affect the property. Landlord may access Tenant’s obligations hereunder. Landlord shall be solely responsible, at its cost and expense, for obtaining all permits and approvals related Security Deposit to the Tenant Improvementsremedy any breaches of these agreements.

Tenant Improvements. Subject to the terms and conditions hereof, Landlord agreesAll Tenant Improvements shall be performed by Tenant’s contractor, at its Tenant’s sole cost and expense (subject to complete a “turnkey” interior build-out (“Tenant Improvements”) Landlord’s obligations with respect to any portion of the Leased Premises TI Allowance and in accordance with the conditions stated in Approved Plans (as defined below), the Work Letter attached hereto as Exhibit C Lease and incorporated hereby pursuant to the Approved Final Plans to be finalized and approved in accordance with the Work Letter and upon approval attached thereto. Any changes or modifications to the Approved Final Plans thereafter must be done in writing and signed by both Tenant and Landlord in accordance with the this Work Letter. So long as in accordance with Article 19 of this Lease, Tenant agrees To the extent that Landlord shall be entitled to select, in its reasonable discretion and acting in good faith, all architects, engineers, contractors and material suppliers necessary to furnish the labor and materials for the construction total projected cost of the Tenant ImprovementsImprovements (as reasonably agreed by Landlord and Tenant) exceeds the TI Allowance (such excess, the “Excess TI Costs”), Tenant shall pay the costs of the Tenant Improvements on a pari passu basis with Landlord as such costs become due, in the proportion of Excess TI Costs payable by Tenant. In the event that the Excess TI Costs are less than projected, Landlord shall be reimburse Tenant from the sole contracting party with respect to the employment TI Allowance within thirty (30) days after completion of contractors which perform the work necessary to construct the Tenant ImprovementsImprovements for the amount of Excess TI Costs overpaid by Tenant. If Tenant fails to pay, or is late in paying, any sum due to Landlord under this Work Letter, then Landlord shall have all of the rights and remedies set forth in the Lease for nonpayment of Rent (subject to applicable cure periods in the Lease, and including the right to interest and the right to assess a late charge), and for purposes of any litigation instituted with regard to such amounts the same shall be considered Rent. All material and equipment furnished by Tenant or its contractors as the Tenant Improvements shall be new or “like new;” the Tenant Improvements shall be performed in a first-class, workmanlike manner; and the quality of the Tenant Improvements shall be of a nature and character not less than the Building Standard. Tenant shall take, and shall its contractors to take, commercially reasonable steps to protect the Premises during the performance of any Tenant Improvements, including covering or temporarily removing any window coverings so as to guard against dust, debris or damage. Subject to Landlord’s approval, which shall not be entitled unreasonably withheld, conditioned or delayed, Tenant may install an exhaust duct vertically on the exterior of the east or north side of the Building to access to support Tenant’s first floor vivarium operation; provided that (a) such duct shall, in Landlord’s reasonable determination, match the Leased Premises prior to façade of the Date of Substantial Completion Building, (b) Landlord and Tenant shall not interfere with reasonably agree on the path and location of the duct and (c) upon Landlord’s request, Tenant shall remove such duct upon the expiration or impair in earlier termination of the Lease at its sole cost and expense and repair any material way the construction damage caused thereby. As part of the Tenant Improvements, Tenant may, subject to Applicable Laws and any such interference or impairment shall be included within a Tenant Delay as defined in the Work Letter and shall entitle Landlord to all remedies provided herein for breach of this Lease. Prior to the Possession Date, Tenant shall not enter into any contract for construction of any improvements within the Leased Premises with any person other than Landlord without Landlord's prior written consent. Tenant, at Tenant's expense, shall obtain and maintain any and all necessary permits and licenses to enable Tenant to conduct Tenant’s Permitted Use, and the failure of Tenant to obtain or maintain same shall not in any manner affect the Tenant’s obligations hereunder. Landlord shall be solely responsible, at its sole cost and expense, for obtaining all permits install a one thousand five hundred (1,500) liter liquid nitrogen tank (the “Liquid Nitrogen Tank”) in the location outlined on Exhibit D attached hereto and, if necessary, Landlord may relocate the bike rack located in that area to another location at Tenant’s sole cost and approvals related to the Tenant Improvementsexpense.

Tenant Improvements. Subject to this Section 4, Tenant shall accept the Suite WB100 Premises and Suite WB200 Premises in their “as is” condition (subject to Landlord’s continuing repair and maintenance obligations, as outlined in Section 10 of the Lease (as may be amended)), and Landlord shall have no obligation to make any alterations or improvements thereto whatsoever (provided that Landlord shall deliver same in good and tenantable condition, broom clean, with all systems serving same in good working order). Any alterations that Tenant desires to make in the Suite WB100 Premises and Suite WB200 Premises shall be subject to all the terms and conditions hereofset forth in Section 11 of the Lease. Notwithstanding anything in the Lease to the contrary (and specifically deleting the references to the Improvements Allowances (as defined in Section 7 of the Fourth Amendment) for the DB First Floor Expansion Premises and the DB Second Floor Expansion Premises in Section 7 of the Fourth Amendment), Landlord agrees, at its cost and expense hereby agrees to complete a grant Tenant (i) an allowance in the amount of $217,480.45 (i.e. $29.33 per rentable square foot multiplied by 7,416 rentable square feet) (the “turnkey” interior build-out (“Tenant ImprovementsSuite WB100 Granted Allowance”) to be applied toward the cost (including architectural and engineering fees) of alterations performed by Tenant in the Suite WB100 Premises and (ii) an allowance in the amount of $124,988.76 (the “Suite WB200 Granted Allowance”, together with the Suite WB100 Granted Allowance, collectively, the “Granted Allowance”) to be applied toward the cost of the Leased design and construction of any alterations Tenant desires to perform in Suite WB100 Premises and Suite WB200 Premises, respectively, in accordance conjunction with the conditions stated in the Work Letter attached hereto as Exhibit C Tenant’s initial occupancy of Suite WB100 Premises and incorporated hereby pursuant to the Approved Final Plans to be finalized and approved in accordance with the Work Letter and upon approval attached theretoSuite WB200. Any changes or modifications to the Approved Final Plans thereafter must be done in writing and signed by both Tenant and Landlord in accordance with the Work Letter. So long as in accordance with Article 19 of this Lease, Tenant agrees that Landlord shall be entitled to select, in its reasonable discretion and acting in good faith, all architects, engineers, contractors and material suppliers necessary to furnish the labor and materials for the construction portion of the Granted Allowance may be applied to pay the fees of the architect and engineers and any construction supervision, contractors’ overhead and profit charges, along with fees for any project manager employed by Tenant Improvements. Landlord shall be the sole contracting party with respect to such alterations, as well as any licensing and permitting costs and fees; provided, the employment Suite WB100 Granted Allowance may only be used for the Suite WB100 Premises and the Suite WB200 Granted Allowance may only be used for the Suite WB200 Premises. The cost of contractors Tenant’s alterations in the Suite WB100 Premises shall be paid first out the Suite WB100 Granted Allowance until the Suite WB100 Granted Allowance is exhausted (at which perform the work necessary to construct the Tenant Improvements. time Tenant shall be fully responsible for the cost of any further alterations), and the cost of Tenant’s alteration in the Suite WB200 Premises shall be paid first out the Suite WB200 Granted Allowance until the Suite WB200 Allowance is exhausted (at which time Tenant shall be fully responsible for the cost of any further alterations). Provided no Event of Default then exists under the Lease, the Granted Allowance (or portions thereof) shall be disbursed to Tenant within thirty (30) days following Tenant’s submission to Landlord of paid invoices for work related to alterations performed by Tenant in the Suite WB100 Premises and Suite WB200 Premises, accompanied by waivers of liens executed by all contractors employed by Tenant for the performance of such work. If the cost of Tenant’s alterations in the Suite WB100 Premises or the Suite WB200 Premises exceeds the amount of the Suite WB100 Granted Allowance or the Suite WB200 Granted Allowance, the excess shall be paid by Tenant after the Suite WB100 Granted Allowance or the Suite WB200 Granted Allowance is fully exhausted. Any portion of the (i) Suite WB100 Granted Allowance that has not been applied (or contracted to be entitled applied) in the manner set forth above by the date which is twelve (12) months following the Suite WB100 Premises Seventh Amendment Commencement Date shall revert to access to the Leased Premises prior to the Date of Substantial Completion Landlord, and Tenant shall have no further rights with respect thereto and (ii) Suite WB200 Granted Allowance that has not interfere with been applied (or impair contracted to be applied) in any material way the construction of manner set forth above by the Tenant Improvementsdate which is twelve (12) months following the Suite WB200 Premises Seventh Amendment Commencement Date shall revert to Landlord, and any such interference or impairment shall be included within a Tenant Delay as defined in the Work Letter and shall entitle Landlord to all remedies provided herein for breach of this Lease. Prior to the Possession Date, Tenant shall not enter into any contract for construction of any improvements within the Leased Premises have no further rights with any person other than Landlord without Landlord's prior written consent. Tenant, at Tenant's expense, shall obtain and maintain any and all necessary permits and licenses to enable Tenant to conduct Tenant’s Permitted Use, and the failure of Tenant to obtain or maintain same shall not in any manner affect the Tenant’s obligations hereunder. Landlord shall be solely responsible, at its cost and expense, for obtaining all permits and approvals related to the Tenant Improvementsrespect thereto.

Tenant Improvements. Subject Upon notice from Tenant and Tenant depositing with Lessor $600,000 in cash (Lessor to the terms deposit said money in Landlord’s name in a savings account at Xxxxx Fargo however all interest will accrue to Tenant and conditions hereofbe returned to Tenant unless Tenant defaults hereunder), Landlord agrees, shall at its sole cost and expense to complete a “turnkey” demolish all the interior build-out improvements (“Tenant ImprovementsLandlord Work”) of in 1/2 the Leased building and return the Premises in accordance with the conditions stated in the Work Letter attached hereto as Exhibit C and incorporated hereby pursuant to shell condition which shell condition shall include, but not be limited to the Approved Final Plans removal of all HVAC units and patch the roof. The parties shall agree on the definition shell condition prior to be finalized and approved in accordance with the Work Letter and upon approval attached thereto. Any changes or modifications to the Approved Final Plans thereafter must be done in writing and signed by both Tenant and Landlord in accordance with the Work Letter. So long as in accordance with Article 19 execution of this Lease, . If the Landlord Work for 415A is not complete within thirity (30) days of Tenant agrees that Landlord shall be entitled to select, in its reasonable discretion and acting in good faith, all architects, engineers, contractors and material suppliers necessary to furnish having posted the labor and materials security deposit for the construction of the Tenant Improvements. Landlord shall be the sole contracting party with respect to the employment of contractors which perform the work necessary to construct the Tenant Improvements. Tenant shall not be entitled to access to the Leased Premises prior to the Date of Substantial Completion and Tenant shall not interfere with or impair in any material way the construction of the Tenant Improvements, and any such interference or impairment then Tenant shall be included within a permitted to do the demolition and deduct the cost of the demolition from the Base Rent. Upon Tenant Delay finishing the Tenant Improvements (as defined below), Landlord shall immediately return the cash deposit and all interest to Tenant. Upon notice from Tenant and Tenant depositing with Landlord an additional $600,000 cash to be held in the same manner as the first cash deposit, Landlord shall at its sole cost and expense demolish all the interior improvements in the second half of the building and return the Premises to shell condition as defined above (“Landlord Work”). If the Landlord Work Letter for 415B is not complete within thirity (30) days of Tenant having posted the security deposit for the Tenant Improvements, then Tenant shall be permitted to do the demolition and deduct the cost of the demolition from the Base Rent. Upon Tenant finishing Tenant Improvements in this half of the building, Lessor shall entitle return the cash deposit and all accrued interest to Lessee. This is not a rent or lease guarantee but is rather a guarantee to replace the improvements being demolished by Landlord at the request of Tenant. The Landlord hereby approves of office, R&D, lab, wet lab, light manufacturing and warehouse Tenant Improvements being constructed in the Premises by Tenant. There will be no restriction to the amount of lab space allowed in the facility. All Tenant Improvements are to be designed in a first class code compliant manner, built and paid for by Tenant. Landlord to approve Tenant’s plans, Landlord’s approval shall not be unreasonably withheld or delayed. Tenant must improve the space to at least an 75% office/lab/r&d buildout. Tenant shall contract with their own general contractor, subject to Landlord’s sole approval (Southbay Construction is hereby approved), and timely pay for all remedies provided herein for breach of this Lease. Prior improvements to the Possession DatePremises. Tenant shall commence all Tenant Improvements within 6 months of turnover of space to Tenant and diligently pursue the construction. till completion or landlord shall have the option to terminate this lease. Tenant improvements shall include, but not be limited to all drywall, insulation, wall coverings, window coverings, floor coverings, restrooms, HVAC, fire sprinklers distributed (must be semi recessed in dropped ceiling areas), lights, electric, plumbing, doors, plans and permits. All dropped ceilings to be a minimum of ten foot in height (12 foot in lobby-lobby may be a gypboard ceiling) with a standard white 2x4 grid with white doublelook ceiling tiles and 3 tube 2x4 drop in flourescent lights with parabolic or prismatic lenses. All doors to be solid core prefinished birch- 9’ in height. All offices and conference rooms to have a minimum of 3’ sidelight glass. Hallways to be a minimum of six feet wide. Carpet to be a minimum of 32 ounces looped pile. Building must be balanced with 100% HVAC distributed (a minimum of 1 ton per every 350 sq. ft.) with either a VAV system or multiple prepackaged gas/electric units (Carrier or Trane). Tenant to install at least two tiled restroom cores (with a separate mens and womens room ) at a mutually acceptable location to landlord. These building standards are defined here to set a minimum standard of improvements to be performed by Tenant, Tenant shall not enter into be allowed to upgrade any contract for construction or all of any improvements within the Leased Premises with any person other than Landlord without Landlord's prior written consent. Tenant, at Tenant's expense, shall obtain these finishes and maintain any and all necessary permits and licenses to enable Tenant to conduct Tenant’s Permitted Use, and the failure of Tenant to obtain or maintain same Lessor shall not in any manner affect the Tenant’s obligations hereunderunreasonably withhold their approval. Landlord shall be solely responsible, at its Landlord’s sole cost and expense, for obtaining all permits expense shall immediately paint the Building in colors selected by Tenant and approvals related shall provide Tenant a $25,000 tenant improvement allowance to upgrade the entrance to the Tenant ImprovementsBuilding and build a walkway between this Building and 1263 Arques.

Tenant Improvements. Subject to the terms and conditions hereof, Landlord agrees, at its cost and expense to complete a “turnkey” interior build-out (The “Tenant Improvements”) ” shall mean the interior walls, partitions, doors, door hardware, wall coverings, wall base, counters, lighting fixtures, electrical and telephone wiring, cabling for computers, electrical outlets, ceilings, floor and window coverings, that portion of the HVAC system located within any portion of the Expansion Premises, that portion of the fire sprinklers system located within any portion of the Leased Premises (including the Expansion Premises), and other items of general applicability that Tenant desires to be installed in the interior of the Expansion Premises. Tenant Improvements shall also include the construction of a café on the first (1st) Floor of the Expansion Premises. Landlord acknowledges Tenant’s intent to design and operate the café solely for use by Tenant’s employees and invited guests. Tenant hereby acknowledges and agrees the café will not receive exposure in Building 8’s main lobby and the entrance to the café shall be located as shown on attached Exhibit E. With respect to the existing main lobby glass doors and side panels, Tenant hereby acknowledges and agrees that said doors and side panels shall be frosted and shall not be a means of ingress and egress to the café. Tenant shall promptly commence and diligently prosecute to full completion Tenant Improvements in accordance with the conditions stated Drawings (defined below). Tenant shall have four (4) months from each applicable Delivery Date for construction of the Expansion Premises. The parties agree that no demolition work or other Tenant Improvements shall be commenced within the Expansion Premises until such time as Tenant has provided to Landlord copies of the building permits required to be obtained from all applicable governmental authorities. All materials, work, installations, equipment and decorations of any nature whatsoever brought on or installed in the Work Letter attached hereto as Exhibit C Expansion Premises before the applicable Expansion Commencement Date or during the Expansion Term shall be at Tenant's risk, and incorporated hereby pursuant neither Landlord nor any party acting on Landlord's behalf shall be responsible for any damage thereto or loss or destruction thereof due to any reason or cause whatsoever, excluding by reason of Landlord's negligence or willful or criminal misconduct. Notwithstanding anything set forth in this Amendment to the Approved Final Plans to be finalized and approved in accordance with the Work Letter and upon approval attached thereto. Any changes or modifications to the Approved Final Plans thereafter must be done in writing and signed by both Tenant and Landlord in accordance with the Work Letter. So long as in accordance with Article 19 of this Leasecontrary, Tenant agrees that Landlord shall be entitled to selecthave the right, in its reasonable discretion and acting in good faithsole discretion, to apply all architects, engineers, contractors and material suppliers necessary to furnish the labor and materials for the construction or any portion of the Tenant Improvements. Landlord shall be the sole contracting party with respect Improvement Allowance to the employment of contractors which perform the work necessary to construct the Tenant Improvements. Tenant shall not be entitled to access to the Leased Premises prior to the Date of Substantial Completion and Tenant shall not interfere with or impair in any material way the construction of the Tenant Improvements, and any such interference or impairment shall be included within a Tenant Delay performing Alterations (as defined in and pursuant to Section 5(e) of the Work Letter and shall entitle Landlord to all remedies provided herein for breach of this Original Lease. Prior ) to the Possession Date, Tenant shall not enter into any contract for construction of any improvements within the Leased Premises with any person other than Landlord without Landlord's prior written consent. Tenant, at Tenant's expense, shall obtain and maintain any and all necessary permits and licenses to enable Tenant to conduct Tenant’s Permitted Use, and the failure of Tenant to obtain or maintain same shall not in any manner affect the Tenant’s obligations hereunder. Landlord shall be solely responsible, at its cost and expense, for obtaining all permits and approvals related to the Tenant ImprovementsExpansion Premises.

Tenant Improvements. Subject Tenant desires to perform certain leasehold improvement work in the Premises (the “Tenant’s Work”). Prior to the terms commencement of Tenant’s Work, Tenant shall furnish to Landlord such additional plans, drawings, specifications and conditions hereoffinish details as Landlord may reasonably request. All plans, drawings, specifications and other details describing the Tenant’s Work which have been or are hereafter furnished by or on behalf of Tenant shall be subject to Landlord’s approval, which Landlord agrees shall not be unreasonably withheld. Landlord shall not be deemed to have acted unreasonably if it withholds its approval of any plans, specifications, drawings or other details or of Tenant’s Work because, in Landlord’s reasonable opinion, the Tenant’s Work: (a) is likely to adversely affect Building systems, the structure of the Building or the safety of the Building and/or its occupants; (b) might impair Landlord’s ability to furnish services to Tenant unless Landlord notifies Tenant of such possible impairment and Tenant agrees to modify the Lease accordingly (c) would increase the cost of operating the Building, unless Tenant otherwise agrees to be responsible for such increased costs; (d) would violate any governmental laws, rules or ordinances (or reasonable interpretations thereof); (e) contains or uses Hazardous Materials; (f) would adversely affect the exterior appearance of the Building; or (g) is prohibited by any ground lease affecting the Building or any mortgage, trust deed or other instrument encumbering the Building. The foregoing reasons, however, shall not be the only reasons for which Landlord may withhold its approval, whether or not such other reasons are similar or dissimilar to the foregoing. Landlord shall not impose any construction management fee on the Tenant Work, however, Landlord agreesreserves the right to charge Tenant for the reasonable costs incurred by Landlord for review of Tenant’s plans, at its cost drawings, specifications and expense to complete a “turnkey” interior build-out (“Tenant Improvements”) finish details, inspection of the Leased Premises in accordance Tenant Work and travel costs for such inspections (Landlord’s costs), up to a maximum of $5,000. Landlord shall provide Tenant with the conditions stated in the Work Letter attached hereto as Exhibit C detailed invoices and incorporated hereby pursuant to the Approved Final Plans to be finalized and approved in accordance with the Work Letter and upon approval attached theretocopies of applicable invoices for Landlord’s Costs. Any changes or modifications to the Approved Final Plans thereafter must be done in writing and signed by both Tenant and Landlord in accordance with the Work Letter. So long as in accordance with Article 19 of this Lease, Tenant agrees that Landlord shall be entitled to selectcompetitively bid Tenant’s Work with at least three contractors, in its reasonable discretion acceptable to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), and acting in good faith, all architects, engineers, contractors and material suppliers necessary after Tenant’s selection of the contractor to furnish the labor and materials enter into a contract with such bidder for the construction of the Tenant Improvements. Landlord shall be the sole contracting party with respect to the employment of contractors which perform the work necessary to construct the Tenant ImprovementsWork. Tenant shall be permitted to core drill within the Building, with Landlord’s approval, which approval shall not be entitled to access to unreasonably withheld, delayed or conditioned. Tenant hereby represents and warrants that once the Leased Premises prior to Tenant’s Work has begun, Tenant will complete the Date of Substantial Completion same. The Tenant’s Work shall be performed in a good and workmanlike manner and Tenant shall not interfere keep the Premises free and clear of all materialmen’s or mechanic’s liens in connection with or impair in any material way the construction of the Tenant Improvements, and any such interference or impairment shall be included within a Tenant Delay as defined in the Work Letter and shall entitle Landlord to all remedies provided herein for breach of this Leasework by Tenant. Prior to the Possession Date, Tenant shall not enter into any contract maintain worker’s compensation insurance for construction of any improvements within the Leased Premises with any person other than Landlord without Landlord's prior written consent. Tenant, at Tenant's expense, shall obtain and maintain any and all necessary permits and licenses to enable Tenant to conduct Tenant’s Permitted Use, and the failure of Tenant to obtain or maintain same shall not in any manner affect the Tenant’s obligations hereunder. Landlord shall be solely responsible, at its cost and expense, for obtaining all permits and approvals related to the Tenant Improvementswork being performed.

Tenant Improvements. Subject Landlord shall construct and, except as provided below to the terms and conditions hereofcontrary, Landlord agrees, at its pay for the entire cost and expense of constructing (i) the tenant improvements to complete a “turnkey” interior build-out the Initial Premises (“Initial Tenant Improvements”) described in Schedule “1” attached hereto (the “Phase 1 Plans”), and (ii) the tenant improvements to the Must Take Premises (“Must Take Tenant Improvements”) generally described in Schedule “2” attached hereto, with the design and specifications therefore to be completed by Landlord and approved by Tenant (which approval shall not be unreasonably withheld, conditioned or delayed) within sixty (60) days after the effective date of this Lease (the “Phase 2 Plans”). Each of the Leased Premises Initial Tenant Improvements and the Must Take Tenant Improvements are sometimes referred to herein generally as “Tenant Improvements,” and collectively as the “Landlord’s Work”. Each of the Phase 1 Plans and the Phase 2 Plans are sometimes referred to herein generally as the “Plans,” and collectively as the “Design Package”. The Design Package and the Landlord’s Work may be conducted in accordance with phases, and Tenant may request changes to any of the conditions stated Plans after they have been approved by Landlord, provided that (a) the changes shall not be of a lesser quality than Landlord’s standard specifications for tenant improvements for the Building, as the same may be changed from time to time by Landlord (the “Standards”); (b) the changes conform to applicable governmental regulations and necessary governmental permits and approvals can be secured; (c) the changes do not require building service beyond the levels normally provided to other tenants in the Work Letter attached hereto as Exhibit C Building; (d) the changes do not have any adverse affect on the structural integrity or systems of the Building; (e) the changes will not, in Landlord’s opinion, unreasonably delay construction of the Landlord’s Work; and incorporated hereby pursuant to the Approved Final Plans to be finalized and approved in accordance with the Work Letter and upon approval attached thereto. Any changes or modifications to the Approved Final Plans thereafter must be done in writing and signed by both Tenant and (f) Landlord in accordance with the Work Letter. So long as in accordance with Article 19 of this Lease, Tenant agrees that Landlord shall be entitled to select, has determined in its reasonable discretion that the changes are of a nature and acting in good faith, all architects, engineers, contractors and material suppliers necessary to furnish quality consistent with the labor and materials overall objectives of Landlord for the Building. If Landlord approves a change requested by Tenant to any of the Plans after such Plans have been approved by Landlord, then, as a condition to the effectiveness of Landlord’s approval, Tenant shall pay to Landlord upon demand by Landlord the increased cost attributable to such change, as reasonably determined by Landlord, but only to the extent that the “Tenant Improvements Costs” (as defined below) exceed the “Improvement Allowance” (as defined below). To the extent any such change results in a delay of completion of construction of the Tenant Improvements. Landlord shall be the sole contracting party with respect to the employment of contractors which perform the work necessary to construct the Tenant Improvements. Tenant shall not be entitled to access to the Leased Premises prior to the Date of Substantial Completion and Tenant shall not interfere with or impair in any material way the construction either of the Tenant Improvements, then such delay shall constitute a delay caused by Tenant as described below. For purposes hereof, “Tenant Improvement Costs” means all costs and any such interference or impairment shall be included within a Tenant Delay as defined in the Work Letter and shall entitle expenses incurred by Landlord to all remedies provided herein for breach design, permit and construct the Tenant Improvements, including any costs incurred by Landlord as a result of this Lease. Prior a change requested by Tenant to any of the Plans hereunder, and including, without limitation, any changes to the Possession DateBase Building or Building Systems, Tenant shall not enter into any contract for construction or both, required as a result of any improvements within the Leased Premises with any person other than Landlord without Landlord's prior written consent. Tenant, at Tenant's expense, shall obtain and maintain any and all necessary permits and licenses to enable Tenant to conduct Tenant’s Permitted Use, and the failure of Tenant to obtain or maintain same shall not in any manner affect the Tenant’s obligations hereunder. Landlord shall be solely responsible, at its cost and expense, for obtaining all permits and approvals related to the Tenant Improvements.

Tenant Improvements. Subject Tenant will provide its construction plans for the "TENANT IMPROVEMENTS" to Landlord for approval. Landlord will approve the terms construction plans, provided that they are consistent with the attached Space Plans (Exhibit "D"). The Target Commencement Date is premised upon approved plans on or before February 4, 2000 (with Tenant having the right to make minor modifications through February 29, 2000). Any delay beyond that date in approval of the final plans (other than delay which is the fault of Landlord) will constitute a Tenant Delay. Once those plans are approved by Landlord and conditions hereofTenant (which approval will be evidenced by final plans signed by Landlord and Tenant), Landlord agrees, at its cost and expense to complete will enter into a “turnkey” interior build-out (“Tenant Improvements”) of the Leased Premises in accordance with the conditions stated in the Work Letter attached hereto as Exhibit C and incorporated hereby pursuant to the Approved Final Plans to be finalized and approved in accordance with the Work Letter and upon approval attached thereto. Any changes or modifications to the Approved Final Plans thereafter must be done in writing and signed by both Tenant and Landlord in accordance with the Work Letter. So long as in accordance with Article 19 of this Lease, Tenant agrees that Landlord shall be entitled to select, in its reasonable discretion and acting in good faith, all architects, engineers, contractors and material suppliers necessary to furnish the labor and materials construction contract for the construction of the Tenant ImprovementsImprovements and Landlord will cause the same to be completed in a good and workmanlike manner. Landlord shall be the sole contracting party with respect agrees to the employment of contractors which perform the work necessary to construct the Tenant Improvements. Tenant shall not be entitled to access to the Leased Premises prior to the Date of Substantial Completion and Tenant shall not interfere with or impair in any material way complete the construction of the Tenant Improvements, and any such interference or impairment shall be included within a Tenant Delay as defined in the Work Letter and shall entitle Landlord to all remedies provided herein for breach of this Lease. Prior to the Possession Date, Tenant shall not enter into any contract for construction of any improvements within the Leased Premises with any person other than Landlord without Landlord's prior written consent. Tenant, Improvements at Tenant's expensesole expense equal to the aggregate of all costs, shall obtain expenses and maintain any fees incurred by or on behalf of Landlord in connection therewith (the "Tenant's Cost"), including without limitation (i) architectural, engineering and design costs, (ii) the cost charged to Landlord by Landlord's general contractor and all necessary permits subcontractors for performing such construction, and licenses (iii) the cost to enable Landlord of performing directly any portion of such construction. Landlord agrees to credit Tenant with an allowance equal to conduct the lesser of the Tenant’s Permitted Use's Costs or Eight Hundred Twenty-One Thousand Nine Hundred and Sixty-Seven and 00/100ths Dollars ($821,967.00) (based on $25.50 per square foot of office space included in the Premises) (the "Tenant Allowance"). Tenant agrees to pay to Landlord, within ten (10) days of being billed therefor, the excess (if any) of the Tenant's Cost above the Tenant Allowance. If the Tenant Allowance is less than $821,967.00, the Minimum Annual Rent payable with respect to each lease year during the initial Term will be decreased by an amount equal to (i) $821,967.00 minus the actual Tenant Allowance, multiplied by (ii) .1586. For example, if the total Tenant Allowance is $811,967.00, the Minimum Annual Rent payable in each lease year of the initial Term shall be decreased by $1,586 ($10,000 times .1586). The warehouse shall have strip lighting and unit heaters as part of the Base Building improvements, and the failure of Tenant to obtain or maintain same cost thereof shall not in any manner affect the Tenant’s obligations hereunder. Landlord shall be solely responsible, at its cost and expense, for obtaining all permits and approvals related to charged against the Tenant ImprovementsAllowance.

Tenant Improvements. Subject All Tenant Improvements shall be performed by Landlord’s contractor, at Tenant’s sole cost and expense; provided that Landlord will contribute an amount up to the terms and conditions hereof, Landlord agrees, at its TI Allowance toward the cost and expense to complete a “turnkey” interior build-out (“of completing the Tenant Improvements”) of the Leased Premises . All Tenant Improvements shall be constructed in substantial accordance with the conditions stated in Approved Plans (as defined below), the Work Letter attached hereto as Exhibit C Lease and incorporated hereby pursuant to the Approved Final Plans to be finalized and approved in accordance with the Work Letter and upon approval attached thereto. Any changes or modifications to the Approved Final Plans thereafter must be done in writing and signed by both Tenant and Landlord in accordance with the this Work Letter. So long To the extent that the total projected cost of the Tenant Improvements (as in accordance with Article 19 of this Leaseprojected by Landlord) exceeds the TI Allowance (such excess, the “Excess TI Costs”), Tenant agrees that shall advance to Landlord any Excess TI Costs within ten (10) days after receipt of an invoice therefor, but in any case before Landlord commences the Tenant Improvements. If Landlord is delayed in performing the Tenant Improvements due to Tenant’s failure to timely pay the Excess TI Costs to Landlord, Landlord shall be entitled to select, in its reasonable discretion and acting in good faith, all architects, engineers, contractors and material suppliers necessary a day-for-day extension to furnish achieve Substantial Completion of the labor and materials Tenant Improvements for the construction period of such delay. If the actual Excess TI Costs are less than the Excess TI Costs paid by Tenant to Landlord, Landlord shall credit Tenant with the overage paid by Tenant against Tenant’s Rent obligations, beginning after Landlord has completed the final accounting for the Tenant Improvements. Landlord shall be If the sole contracting party with respect to the employment cost of contractors which perform the work necessary to construct the Tenant Improvements. Improvements (as projected by Landlord) increases over Landlord’s initial projection, then Landlord may notify Tenant shall not be entitled to access to the Leased Premises prior to the Date of Substantial Completion and Tenant shall not interfere deposit any additional Excess TI Costs with Landlord in the same way that Tenant deposited the initial Excess TI Costs. If Tenant fails to pay, or impair is late in paying, any material way the construction sum due to Landlord under this Work Letter, then Landlord shall have all of the Tenant Improvementsrights and remedies set forth in the Lease for nonpayment of Rent (including the right to interest and the right to assess a late charge), and for purposes of any litigation instituted with regard to such interference or impairment amounts the same shall be included within a considered Rent. All material and equipment furnished by Landlord or its contractors as the Tenant Delay as defined in the Work Letter and Improvements shall entitle Landlord to all remedies provided herein for breach of this Lease. Prior to the Possession Date, Tenant shall not enter into any contract for construction of any improvements within the Leased Premises with any person other than Landlord without Landlord's prior written consent. Tenant, at Tenant's expense, shall obtain and maintain any and all necessary permits and licenses to enable Tenant to conduct Tenant’s Permitted Use, be new or “like new,” and the failure of Tenant to obtain or maintain same shall not in any manner affect the Tenant’s obligations hereunder. Landlord Improvements shall be solely responsibleperformed in a first-class, at its cost and expense, for obtaining all permits and approvals related to the Tenant Improvementsworkmanlike manner.

Tenant Improvements. Subject Once the Approved Preliminary TI Plans have been received from NHC Permitting, Tenant shall cause the Engineer and Contractor, as applicable, to prepare construction drawings for the terms and conditions hereof, Landlord agrees, at its cost and expense to complete a “turnkey” interior build-out (“Tenant Improvements”) of the Leased Premises Improvements in accordance with the conditions stated Approved Preliminary TI Plans and the requirements of Applicable Law (“Draft TI Construction Drawings”). Tenant will provide Landlord with Draft Construction Drawings and Landlord shall have five (5) business days to review the same and approve them or notify Tenant in the Work Letter attached hereto as Exhibit C writing of any good faith and incorporated hereby pursuant reasonable objections thereto (“TI Drawing Objections”); provided, however, that Landlord’s TI Drawing Objections shall not include matters that conform to the Approved Final Plans Preliminary TI Plans. If Landlord fails to approve or notify Tenant of its TI Drawing Objections within such five (5) business day period, Tenant may so notify Landlord, in which case Landlord shall be finalized deemed to have approved the Draft TI Construction Drawings unless Landlord provides Tenant with its approval or TI Drawing Objections within three (3) business days after Tenant’s reminder notice. Landlord and approved Tenant shall work together in good faith to resolve any TI Drawing Objections that are timely raised by Tenant in accordance with this paragraph and, if they are unable to do so within five (5) business days after Tenant’s receipt of the Work Letter and upon approval attached thereto. Any changes or modifications TI Drawing Objections, Tenant shall cause the Draft TI Construction Drawings to be revised as nearly as possible to conform to the Approved Final Preliminary TI Plans thereafter must be done in writing and signed the requirements of Applicable Law. The term “Approved TI Construction Drawings” means the final version of the Draft TI Construction Drawings mutually approved by both Landlord and Tenant and Landlord in accordance with this paragraph or, if they are unable to so agree, the Work Letter. So long as in accordance with Article 19 of this Lease, Tenant agrees that Landlord shall be entitled to select, in its reasonable discretion and acting in good faith, all architects, engineers, contractors and material suppliers necessary to furnish the labor and materials for the construction final version of the Tenant Improvements. Landlord shall Draft TI Construction Drawings resulting from the revisions required by the immediately preceding sentence, together with such revisions as may be the sole contracting party with respect required as a condition to the employment of contractors which perform the work necessary to construct the Tenant Improvements. Tenant shall not be entitled to access to the Leased Premises prior to the Date of Substantial Completion and Tenant shall not interfere with or impair in any material way the construction of the Tenant Improvements, and any such interference or impairment shall be included within a Tenant Delay as Required TI Approvals (defined in the Work Letter and shall entitle Landlord to all remedies provided herein for breach of this Lease. Prior to the Possession Date, Tenant shall not enter into any contract for construction of any improvements within the Leased Premises with any person other than Landlord without Landlord's prior written consent. Tenant, at Tenant's expense, shall obtain and maintain any and all necessary permits and licenses to enable Tenant to conduct Tenant’s Permitted Use, and the failure of Tenant to obtain or maintain same shall not in any manner affect the Tenant’s obligations hereunder. Landlord shall be solely responsible, at its cost and expense, for obtaining all permits and approvals related to the Tenant Improvementsbelow).

Tenant Improvements. Subject Subsection 3.2 is hereby deleted and the following provision is inserted in lieu thereof: "Tenant shall be provided with an allowance of $11.45 per rentable square foot to be applied toward the Tenant Improvement costs. All Tenant Improvements are in addition to the terms and conditions hereoffinished building shell as defined in Exhibit B attached hereto. Tenant shall furnish to Landlord its completed space plan drawings (which shall be prepared by Landlord's space planner) no later than one hundred eighty (180) days prior to the commencement date of the Lease. Said space plan shall be attached as Exhibit C hereto. Within thirty (30) days after receipt of space plan drawings, Landlord agreesshall furnish to Tenant completed construction drawings reflecting the details as shown in the space plan. Tenant shall have fifteen (15) days to approve the construction drawings. Said construction drawings shall be attached as Exhibit D hereto. Should the construction drawings be an accurate reflection of the space plan and Tenant fails to approve them within fifteen (15) days, at its cost and expense or should Tenant not provide Landlord with the space plan on or before one hundred eighty (180) days prior to complete a “turnkey” interior build-out (“Tenant Improvements”) of Lease Commencement, any delay in completing the Leased Premises in accordance with the conditions stated in the Work Letter attached hereto as Exhibit C and incorporated hereby pursuant to the Approved Final Plans to be finalized and approved in accordance with the Work Letter and upon approval attached thereto. Any changes or modifications to the Approved Final Plans thereafter must be done in writing and signed by both Tenant and Landlord in accordance with the Work Letter. So long as in accordance with Article 19 of this Lease, Tenant agrees that Landlord shall be entitled to select, in its reasonable discretion and acting in good faith, all architects, engineers, contractors and material suppliers necessary to furnish the labor and materials for the construction of the Tenant Improvements. Landlord shall be the sole contracting party with respect to the employment of contractors which perform the work necessary to construct the Tenant Improvements. Tenant shall not be entitled to access to the Leased Premises prior to the Date of Substantial Completion and Tenant shall not interfere with or impair in any material way the construction of the Tenant Improvements, and any such interference or impairment shall be included within a Tenant Delay as defined in the Work Letter and shall entitle Landlord to all remedies provided herein for breach of this Lease. Prior to the Possession Date, Tenant shall not enter into any contract for construction of any improvements within the Leased Premises with any person other than Landlord without Landlord's prior written consent. Tenant, at Tenant's expense, shall obtain and maintain any and all necessary permits and licenses to enable Tenant to conduct Tenant’s Permitted Use, and the failure of Tenant to obtain or maintain same shall not in any manner affect the commencement date of this Lease or the Tenant’s obligations hereunder's liability for the payment of rent from the commencement date, and under these circumstances, Landlord agrees to make the Leased Premises ready for Tenant's occupancy not later than the commencement date of this Lease, plus the number of days' delay resulting from Tenant's failure to comply with the provisions of this Section. Landlord shall be solely responsibleShould the total Tenant Improvement costs exceed the $11.45 per rentable square foot allowance, then Tenant may elect to: a) pay in full the cash difference; b) defer said excess against the additional allowance mentioned in Paragraph 5 of this Rider; or c) Amortize the excess in equal monthly payments of principle and interest over the remainder of the Lease Term at its cost and expense, for obtaining all permits and approvals related to the Tenant Improvementsan annual interest rate of ten percent (10%)."

Tenant Improvements. Subject to and in accordance with the terms and conditions hereofof this Tenant Improvement Letter and the other terms and conditions of the Lease, Landlord agreesagrees that it will oversee, at its cost manage and expense to complete a “turnkey” interior build-out (“Tenant Improvements”) provide the construction and installation of the Leased Premises in accordance with the conditions stated Tenant Improvements set forth in the Work Letter attached hereto “Final Plans” (as Exhibit C hereinafter defined) in a good and incorporated hereby workmanlike manner. To the extent that the Tenant requests that the Building be changed or added to in order to accommodate the needs of Tenant in the Premises, such changes or additions shall be considered Tenant Improvements and shall be set forth in the Final Plans. Any items provided by Landlord pursuant to the Approved Final Plans to be finalized and approved in accordance with the Work Letter and upon approval attached thereto. Any changes or modifications to the Approved Final Plans thereafter must be done in writing and signed by both Tenant and Landlord in accordance with the Work Letter. So long as in accordance with Article 19 terms of this Lease, Tenant agrees that Landlord Improvement Letter shall be entitled paid for by Tenant, subject to selectSection 3 below. Subject to any items on the “Punchlist” (as hereinafter defined), Tenant’s taking possession of and occupying the Premises for any purpose except the Pre-Commencement Period as provided in its reasonable discretion Section 4 of the Lease shall constitute Tenant’s acknowledgment that it has inspected the Premises, is satisfied therewith and acting in good faith, that the Premises and all architects, engineers, contractors and material suppliers necessary to furnish the labor and materials for the construction of the Tenant ImprovementsImprovements are in good condition and acceptable to Tenant. Landlord shall be the sole contracting party with respect Notwithstanding anything herein to the employment of contractors which perform contrary, any delay in the work necessary to construct the Tenant Improvements. Tenant shall not be entitled to access to the Leased Premises prior to the Date of Substantial Completion and Tenant shall not interfere with or impair in any material way the construction completion of the Tenant Improvements, and any such interference or impairment Improvements shall be included within a Tenant Delay as defined in the Work Letter and shall entitle not subject Landlord to all remedies provided herein any liability for breach of this Lease. Prior to the Possession Date, Tenant shall not enter into any contract for construction of any improvements within the Leased Premises with any person other than Landlord without Landlord's prior written consent. Tenant, at Tenant's expense, shall obtain and maintain any and all necessary permits and licenses to enable loss or damage resulting therefrom or entitle Tenant to conduct Tenant’s Permitted Useany credit, and abatement or adjustment of Rent or other sums payable under the failure of Tenant to obtain or maintain same shall not in any manner affect the Tenant’s obligations hereunder. Lease, provided Landlord shall be solely responsible, at its cost and expense, for obtaining all permits and approvals related take commercially reasonable steps to complete the Tenant ImprovementsImprovements by October 19, 2012.

Tenant Improvements. Subject to Sublessee's satisfaction of the terms condition set forth in Section 8 B. and conditions hereofthis Section 6, Landlord agrees, at its cost and expense Sublessor agrees to complete a “turnkey” interior build-out fund $100,000 (“Tenant Improvements”the "Allowance") of the Leased Premises cost of the Tenant Improvements described and referred to in Exhibit C attached hereto. Notwithstanding the foregoing or anything contained herein to the contrary, Sublessor's obligation to fund the Allowance or any portion thereof shall be subject to the condition precedent that Sublessor receives the Allowance from Master Lessor in accordance with the conditions stated in Master Lease. Provided Sublessor has received such funds from Master Lessor, Sublessor agrees to reimburse Sublessee for costs incurred by Sublessee to construct the Work Letter Tenant Improvements described on Exhibit C attached hereto (collectively, the "Tenant Improvements") in an amount not to exceed $100,000, provided further that (a) prior to commencing construction of the Tenant Improvements, Sublessee has obtained Sublessor's and Master Lessor's approval of the Tenant Improvements and the plans and specifications therefor in writing; (b) if requested by Master Lessor, Sublessee has furnished Master Lessor with a lien and completion bond in form and amount reasonably satisfactory to Sublessor and Master Lessor (provided Sublessor may not withhold its approval if Master Lessor approves); (c) Sublessee has entered into a contract with McClarney Construction as Exhibit C and incorporated hereby pursuant to the Approved Final Plans to be finalized and approved in accordance with the Work Letter and upon approval attached thereto. Any changes or modifications to the Approved Final Plans thereafter must be done in writing and signed by both Tenant and Landlord in accordance with the Work Letter. So long as in accordance with Article 19 of this Lease, Tenant agrees that Landlord shall be entitled to select, in its reasonable discretion and acting in good faith, all architects, engineers, contractors and material suppliers necessary to furnish the labor and materials general contractor for the construction of the Tenant Improvements. Landlord ; (d) Sublessee's architect shall be have delivered a written certificate to Sublessor that the sole contracting party Tenant Improvements identified in the Request for Payment have been substantially completed in accordance with the approved plans and specifications; (e) Sublessor has received fully executed unconditional lien waivers as to work which was subject of prior Request for Payments and conditional lien waivers as to current work in the form prescribed by law from Sublessee's contractor, all subcontractors and suppliers furnishing labor or materials with respect to the employment Tenant Improvements; (f) Sublessee has constructed the Tenant Improvements in accordance with the requirements of contractors which perform the work necessary to construct Master Lease and this Sublease, and with all applicable laws, codes, permits, and the Americans with Disabilities Act; (g) Sublessee has furnished its Request for Payment no later than July 3, 1997; and (h) Sublessee has complied with the terms of the Master Lease respecting the Tenant Improvements. All work to be performed by Sublessee pursuant hereto shall be performed in good and workmanlike manner using new materials. Sublessee agrees to use reasonable efforts to complete the Tenant shall not be entitled to access to the Leased Premises Improvements prior to the Commencement Date of Substantial Completion and Tenant shall not interfere with or impair in any material way the construction of the Tenant Improvements, and any such interference or impairment shall be included within a Tenant Delay as defined in reasonable time period following the Work Letter and shall entitle Landlord to all remedies provided herein for breach of this Lease. Prior to the Possession Commencement Date, Tenant shall not enter into any contract for construction of any improvements within the Leased Premises with any person other than Landlord without Landlord's prior written consent. Tenant, at Tenant's expense, shall obtain and maintain any and all necessary permits and licenses to enable Tenant to conduct Tenant’s Permitted Use, and the failure of Tenant to obtain or maintain same shall not in any manner affect the Tenant’s obligations hereunder. Landlord shall be solely responsible, at its cost and expense, for obtaining all permits and approvals related to the Tenant Improvements.

Tenant Improvements. Subject Upon notice from Tenant and Tenant depositing with Lessor $600,000 in cash (Lessor to the terms deposit said money in Landlord’s name in a savings account at Xxxxx Fargo however all interest will accrue to Tenant and conditions hereofbe returned to Tenant unless Tenant defaults hereunder), Landlord agrees, shall at its sole cost and expense to complete a “turnkey” demolish all the interior build-out improvements (“Tenant ImprovementsLandlord Work”) of in ½ the Leased building and return the Premises in accordance with the conditions stated in the Work Letter attached hereto as Exhibit C and incorporated hereby pursuant to shell condition which shell condition shall include, but not be limited to the Approved Final Plans removal of all HVAC units and patch the roof. The parties shall agree on the definition shell condition prior to be finalized and approved in accordance with the Work Letter and upon approval attached thereto. Any changes or modifications to the Approved Final Plans thereafter must be done in writing and signed by both Tenant and Landlord in accordance with the Work Letter. So long as in accordance with Article 19 execution of this Lease, . If the Landlord Work for 415A is not complete within thirity (30) days of Tenant agrees that Landlord shall be entitled to select, in its reasonable discretion and acting in good faith, all architects, engineers, contractors and material suppliers necessary to furnish having posted the labor and materials security deposit for the construction of the Tenant Improvements. Landlord shall be the sole contracting party with respect to the employment of contractors which perform the work necessary to construct the Tenant Improvements. Tenant shall not be entitled to access to the Leased Premises prior to the Date of Substantial Completion and Tenant shall not interfere with or impair in any material way the construction of the Tenant Improvements, and any such interference or impairment then Tenant shall be included within a permitted to do the demolition and deduct the cost of the demolition from the Base Rent. Upon Tenant Delay finishing the Tenant Improvements (as defined below), Landlord shall immediately return the cash deposit and all interest to Tenant. Upon notice from Tenant and Tenant depositing with Landlord an additional $600,000 cash to be held in the same manner as the first cash deposit, Landlord shall at its sole cost and expense demolish all the interior improvements in the second half of the building and return the Premises to shell condition as defined above (“Landlord Work”). If the Landlord Work Letter for 415B is not complete within thirity (30) days of Tenant having posted the security deposit for the Tenant Improvements, then Tenant shall be permitted to do the demolition and deduct the cost of the demolition from the Base Rent. Upon Tenant finishing Tenant Improvements in this half of the building, Lessor shall entitle return the cash deposit and all accrued interest to Lessee. This is not a rent or lease guarantee but is rather a guarantee to replace the improvements being demolished by Landlord at the request of Tenant. The Landlord hereby approves of office, R&D, lab, wet lab, light manufacturing and warehouse Tenant Improvements being constructed in the Premises by Tenant. There will be no restriction to the amount of lab space allowed in the facility. All Tenant Improvements are to be designed in a first class code compliant manner, built and paid for by Tenant. Landlord to approve Tenant’s plans, Landlord’s approval shall not be unreasonably withheld or delayed. Tenant must improve the space to at least an 75% office/lab/r&d buildout. Tenant shall contract with their own general contractor, subject to Landlord’s sole approval (Southbay Construction is hereby approved), and timely pay for all remedies provided herein for breach of this Lease. Prior improvements to the Possession DatePremises. Tenant shall commence all Tenant Improvements within 6 months of turnover of space to Tenant and diligently pursue the construction. till completion or landlord shall have the option to terminate this lease. Tenant improvements shall include, but not be limited to all drywall, insulation, wall coverings, window coverings, floor coverings, restrooms, HVAC, fire sprinklers distributed (must be semi recessed in dropped ceiling areas), lights, electric, plumbing, doors, plans and permits. All dropped ceilings to be a minimum of ten foot in height (12 foot in lobby-lobby may be a gypboard ceiling) with a standard white 2x4 grid with white doublelook ceiling tiles and 3 tube 2x4 drop in flourescent lights with parabolic or prismatic lenses. All doors to be solid core prefinished birch- 9’ in height. All offices and conference rooms to have a minimum of 3’ sidelight glass. Hallways to be a minimum of six feet wide. Carpet to be a minimum of 32 ounces looped pile. Building must be balanced with 100% HVAC distributed (a minimum of 1 ton per every 350 sq. ft.) with either a VAV system or multiple prepackaged gas/electric units (Carrier or Trane). Tenant to install at least two tiled restroom cores (with a separate mens and womens room ) at a mutually acceptable location to landlord. These building standards are defined here to set a minimum standard of improvements to be performed by Tenant, Tenant shall not enter into be allowed to upgrade any contract for construction or all of any improvements within the Leased Premises with any person other than Landlord without Landlord's prior written consent. Tenant, at Tenant's expense, shall obtain these finishes and maintain any and all necessary permits and licenses to enable Tenant to conduct Tenant’s Permitted Use, and the failure of Tenant to obtain or maintain same Lessor shall not in any manner affect the Tenant’s obligations hereunderunreasonably withhold their approval. Landlord shall be solely responsible, at its Landlord’s sole cost and expense, for obtaining all permits expense shall immediately paint the Building in colors selected by Tenant and approvals related shall provide Tenant a $25,000 tenant improvement allowance to upgrade the entrance to the Tenant ImprovementsBuilding and build a walkway between this Building and 1263 Arques.

Tenant Improvements. Subject Notwithstanding anything contained herein to the terms and conditions hereofcontrary, Landlord agreesshall contribute up to a maximum amount of $179,005.50, at its cost subject to mutually agreed upon plans and expense to complete specifications related thereto (the “TI Allowance) toward Tenant’s construction and/or installation of the following (i) constructing additional office space in the Premises; (ii) constructing a “turnkey” interior build-out mezzanine level in the Premises; (iii) installing additional restrooms in the Premises; and (iv) painting the Premises (collectively, “Tenant Improvements”), which such payment shall be made by Landlord to Tenant within thirty (30) days following (i) completion of such Tenant Improvements, (ii) Landlord’s receipt of Tenant’s invoice substantiating the costs related thereto, (iii) Landlord’s receipt of final Lien waivers from all contractors and subcontractors who did work on such Tenant Improvements; and (iv) Landlord’s receipt of a copy of the Leased Premises in accordance with final permit approved by the conditions stated in the Work Letter attached hereto as Exhibit C and incorporated hereby pursuant applicable governing authority to the Approved Final Plans to be finalized and approved in accordance with the Work Letter and upon approval attached thereto. Any changes or modifications to the Approved Final Plans thereafter must be done in writing and signed by both Tenant and Landlord in accordance with the Work Letter. So long as in accordance with Article 19 of this Lease, Tenant agrees that Landlord shall be entitled to select, in its reasonable discretion and acting in good faith, all architects, engineers, contractors and material suppliers necessary to furnish the labor and materials extent required for the construction of the such Tenant Improvements. Landlord shall be the sole contracting party with respect under no obligation to pay for any alterations or Tenant Improvements to the employment Premises in excess of contractors the TI Allowance. Further, such TI Allowance shall only be available for Tenant’s use through March 31, 2008, and Tenant hereby waives any and all rights to any unused portion of the TI Allowance remaining as of April 1, 2008. Tenant Improvements hereunder shall be deemed Alterations for purposes of this Second Amendment, and, therefore, shall be governed by Section 10 of the Lease (except as otherwise expressly set forth herein), and, further, shall be subject to Landlord’s approval of the plans and specifications related thereto, which perform have been approved by a certified engineer. The parties acknowledge that Landlord’s approval process of such Tenant improvements shall include, but not be limited to, any alterations to the work necessary foundation, slab, adjacent structural components, and of the loading of the mezzanine structure, and may account for future modifications to construct the slab. Notwithstanding anything contained in the Lease or in this Second Amendment to the contrary, in the event that any of the Tenant Improvements causes any damages to the Building or the Premises (whether structural or non-structural), Tenant shall be solely responsible for the costs relative to such damages, including (but not limited to) structural or non-structural damages to the Building and/or Premises, including (without limitation) the foundation, slab, and adjacent structural components, or any costs related thereto, including (but not limited to) replacement of the slab to the nearest slab joint. Upon the expiration or earlier termination of the Lease, Tenant shall remove the Tenant Improvements. , and, upon such removal, Tenant shall not be entitled to access restore the Premises to the Leased condition as required under the Lease. However, notwithstanding the aforesaid, upon Landlord’s written election, such Tenant Improvements shall revert to Landlord and shall remain within the Premises prior to upon the Date expiration or earlier termination of Substantial Completion and the Lease. If Tenant does not timely remove the Tenant Improvements, then Tenant shall not interfere with be conclusively presumed to have, at Landlord’s election (i) conveyed the Tenant Improvements to Landlord without compensation or impair in any material way the construction of (ii) abandoned the Tenant Improvements, and Landlord may dispose of or store any part thereof in any manner at Tenant’s sole cost, without waiving Landlord’s right to claim from Tenant all expenses arising out of Tenant’s failure to remove the Tenant Improvements, and without liability to Tenant or any other person. Landlord shall have no duty to be a bailee of any such interference or impairment shall be included within a Tenant Delay as defined in the Work Letter and shall entitle Improvements. If Landlord to all remedies provided herein for breach of this Lease. Prior to the Possession Dateelects abandonment, Tenant shall not enter into pay to Landlord, upon demand, any contract expenses incurred for construction of any improvements within the Leased Premises with any person other than Landlord without Landlord's prior written consent. Tenant, at Tenant's expense, shall obtain and maintain any and all necessary permits and licenses to enable Tenant to conduct Tenant’s Permitted Use, and the failure of Tenant to obtain or maintain same shall not in any manner affect the Tenant’s obligations hereunder. Landlord shall be solely responsible, at its cost and expense, for obtaining all permits and approvals related to the Tenant Improvementsdisposition.

Tenant Improvements. Subject Upon execution of this Lease by Tenant and the delivery thereof to Landlord, Landlord shall make improvements to the terms and conditions hereof, Landlord agrees, at its cost and expense to complete a “turnkey” interior build-out Premises (“"Tenant Improvements”") of the Leased Premises in accordance with the conditions stated in the Work Letter attached hereto as Exhibit C Plans and incorporated hereby pursuant to the Approved Final Plans Specifications to be finalized prepared by Landlord and approved in accordance with writing by Tenant, which approval shall not be unreasonably withheld. Once the Work Letter Plans and upon approval Specifications are acceptable to both parties, it is agreed that same shall be attached thereto. Any changes or modifications to the Approved Final Plans thereafter must be done in writing hereto and signed by both Tenant and Landlord in accordance with the Work Letter. So long as in accordance with Article 19 become a part of this Lease, being identified as Schedule B. All materials shall be building-standard materials unless otherwise specified in Schedule B. Except as otherwise specifically provided in this Lease, Landlord shall not be responsible for performing or paying for the moving or installation of telephone and computer systems, wiring or cabling, or the acquisition, moving or installation of Tenant's furnishings, fixtures and equipment in the Premises. Landlord agrees to bear the cost of the Tenant Improvements in an amount not to exceed Four Dollars and Fifty Cents ($4.50) per square foot of the Rental Area of the Premises ("Tenant Allowance"). Tenant covenants and agrees to pay to Landlord all costs and expenses incurred by Landlord in performing the Tenant Improvements in excess of the Tenant Allowance and to make such payment within thirty (30) days after receipt of an invoice for same from Landlord. Any excess of the Tenant Allowance over the total cost of constructing the Tenant Improvements shall belong solely to Landlord. Any other initial improvements to the Premises not shown on the Plans and Specifications or any special equipment installed in the Premises on behalf of Tenant (i.e. UPS power supply, supplemental HVAC, etc.) shall be subject to Landlord's prior written approval and such improvements and/or equipment shall be constructed or installed by Landlord, and the cost thereof shall be paid by Tenant to Landlord within thirty (30) days following receipt of an invoice for same from Landlord. Any amounts payable by Tenant hereunder shall include Landlord's standard construction management fee, not to exceed thirteen and one-half percent (13-1/2%), computed on the total cost of construction, including but not limited to the cost of developing, preparing and modifying construction drawings. Landlord covenants and agrees to competitively bid the Tenant Improvement work and, upon request by Tenant, provide Tenant with copies of all bids and/or contracts for construction services, provided, Tenant understands and agrees that Landlord shall be entitled have the right to select, in its reasonable discretion and acting in good faith, make the final selection from all architects, engineers, contractors and material suppliers necessary bids submitted to furnish the labor and materials for the construction of the Tenant Improvements. Landlord shall be the sole contracting party with respect to the employment of contractors which perform the work necessary to construct the Tenant Improvements. Tenant shall not be entitled to access to the Leased Premises prior to the Date of Substantial Completion and Tenant shall not interfere with or impair in any material way the construction of the Tenant Improvements, and any such interference or impairment shall be included within a Tenant Delay as defined in the Work Letter and shall entitle Landlord to all remedies provided herein for breach of this Lease. Prior to the Possession Date, Tenant shall not enter into any contract for construction of any improvements within the Leased Premises with any person other than Landlord without Landlord's prior written consent. Tenant, at Tenant's expense, shall obtain and maintain any and all necessary permits and licenses to enable Tenant to conduct Tenant’s Permitted Use, and the failure of Tenant to obtain or maintain same shall not in any manner affect the Tenant’s obligations hereunder. Landlord shall be solely responsible, at its cost and expense, for obtaining all permits and approvals related to the Tenant Improvements.

Tenant Improvements. Subject Landlord hereby grants to Tenant the right to make improvements to the terms and conditions hereof, Landlord agrees, at its cost and expense to complete a “turnkey” interior build-out Premises (“Tenant Improvements”) Improvements”)which shall be mutually agreed upon by Landlord and Tenant. Prior to the commencement of the Leased Premises in accordance with the conditions stated in the Work Letter attached hereto as Exhibit C and incorporated hereby pursuant to the Approved Final Plans to be finalized and approved in accordance with the Work Letter and upon approval attached thereto. Any changes or modifications to the Approved Final Plans thereafter must be done in writing and signed by both Tenant and Landlord in accordance with the Work Letter. So long as in accordance with Article 19 of this Lease, Tenant agrees that Landlord shall be entitled to select, in its reasonable discretion and acting in good faith, all architects, engineers, contractors and material suppliers necessary to furnish the labor and materials work for the construction of the Tenant Improvements. , Tenant shall (a) obtain Landlord’s written approval, which approval shall not be unreasonably withheld or delayed, of comprehensive plans and specifications for such work (the “Plans and Specifications”), (b) obtain Landlord’s approval of Tenant’s general contractor; (c) deposit with Landlord shall be all policies or certificates of insurance required by the sole contracting party with respect to provisions of Section 16 of the employment of contractors which perform Lease; and (d) have in its possession the work permits and licenses necessary to construct for the Tenant Improvements. Tenant shall conduct its work for the Tenant Improvements in the Premises in accordance with the Construction Regulations attached as Schedule D and shall proceed diligently to complete the Tenant Improvements. Notwithstanding approval of the Plans and Specifications by Landlord, Tenant shall not be entitled to access rely upon such approval as assurance that the Plans and Specifications comply with all applicable codes, rules, regulations and guidelines of all appropriate governmental agencies. Any other initial improvements to the Leased Premises not shown on the Plans and Specifications are subject to Landlord's prior written approval and such improvements shall be performed by Landlord, and the cost thereof shall be paid by Tenant to Landlord within thirty (30) days following receipt of an invoice for same from Landlord. Landlord agrees to bear the Date cost of Substantial Completion the Tenant Improvements in an amount not to exceed One Million Four Hundred Eighty-Two Thousand One Hundred Eighty Dollars and 00/100 ($1,482,180.00) (“Tenant Allowance”) based on 49,406 useable square feet, which shall not interfere with or impair in any material way include design, permitting, construction, and project supervision costs of the construction Tenant Improvement, IT wiring, moving costs, and a parking lot security gate. After the completion of the Tenant Improvements, and any such interference or impairment unused Tenant Allowance can be used toward the construction costs for the Additional Parking, as set forth in Section 34.21, located directly adjacent to the Building. Tenant shall be included within a Tenant Delay as defined in responsible for the Work Letter data and shall entitle Landlord to all remedies provided herein for breach of this Lease. Prior to the Possession Date, Tenant shall not enter into any contract for construction of any improvements telephone wiring and termination within the Leased Premises with any person other than Landlord without Landlord's prior written consentPremise. Tenant, at Tenant's expense, shall obtain and maintain any and all necessary permits and licenses to enable Tenant to conduct Tenant’s Permitted Use, and the failure of Tenant to obtain or maintain same shall not in any manner affect the Tenant’s obligations hereunder. Landlord Payment shall be solely responsible, at its cost and expense, for obtaining all permits and approvals related to the Tenant Improvements.as follows:

Tenant Improvements. Subject Landlord shall endeavor to deliver the terms and conditions hereofInitial Premises to Tenant on the Commencement Date with Initial Landlord’s Work substantially complete. As used herein, “Initial Landlord’s Work” shall mean the management of the construction of the Tenant Improvements plan in substantial compliance with Initial Premises identified in the attached Exhibit A. Upon notice from Tenant, Landlord agreesshall endeavor to deliver the Expansion Premises with Expansion Landlord’s Work substantially complete within a mutually agreeable time period in substantial compliance to a floor plan to be provided by Tenant and approved by Landlord in its sole and absolute discretion. As used herein, at its cost and expense to complete a “turnkeyExpansion Landlord’s Work” interior build-out shall mean the management of the construction of the Tenant Improvements plan in substantial compliance with the floor plan of the Expansion Premises. Landlord shall provide Tenant an allowance of __1 (“Tenant ImprovementsExpansion Allowance”) for the construction of Expansion Landlord’s Work by the Leased Premises in accordance with the conditions stated in the Work Letter attached hereto as Exhibit C and incorporated hereby pursuant to the Approved Final Plans to be finalized contractor retained by Landlord and approved in accordance with the Work Letter and upon approval attached thereto. Any changes or modifications to the Approved Final Plans thereafter must be done in writing and signed by both Tenant and Landlord in accordance with the Work Letter. So long as in accordance with Article 19 of this Lease, Tenant agrees that Landlord shall be entitled to select, in its reasonable discretion and acting in good faith, all architects, engineers, contractors and material suppliers necessary to furnish the labor and materials for the construction of the Expansion Landlord’s Work. Substantial completion shall mean the completion of Initial Landlord’s Work or Expansion Landlord’s Work, subject only to punch list items which do not materially affect Tenant’s use of the Premises. With a corresponding adjustment in Base Rent described below, Landlord shall make available to Tenant an allowance (the “Tenant Improvement Allowance”) in the maximum amount of $ per rentable square foot of the Premises. If Tenant draws the full amount of the Tenant Improvement Allowance, Landlord shall provide an additional allowance of up to $ per rentable square foot of the Premises (“Additional Tenant Improvement Allowance”) for use by Tenant without a rent adjustment, The Expansion Allowance, Tenant Improvement Allowance, and the Additional Tenant Improvement Allowance may be used by Tenant only in connection with the design and construction of improvements to the Premises in accordance with designs and plans submitted by Tenant and approved by Landlord (the “Tenant Improvements”). Landlord The Tenant Improvements shall be designed and constructed by architects and contractors selected by Landlord and approved by Tenant. All disbursements of the sole contracting party with respect to Expansion Allowance, Tenant Improvement Allowance, and the employment of contractors which perform the work necessary to construct the Additional Tenant Improvements. Tenant shall not be entitled to access to the Leased Premises prior to the Date of Substantial Completion Improvement Allowance and Tenant shall not interfere with or impair in any material way the construction of the Tenant Improvements, and any such interference or impairment Improvements shall be included within in accordance with a work letter to be executed by Landlord and Tenant Delay as defined in concurrently with the Work Letter and shall entitle Landlord to all remedies provided herein for breach execution of this the Lease. Prior In addition to the Possession Dateother amounts payable by Tenant to Landlord under the Lease, Tenant shall not enter into any contract for construction pay to Landlord as administrative rent out of any improvements within the Leased Premises with any person other than Landlord without Landlord's prior written consent. TenantExpansion Allowance, at Tenant's expense, shall obtain and maintain any and all necessary permits and licenses to enable Tenant to conduct Tenant’s Permitted UseImprovement Allowance, and the failure Additional Tenant Improvement Allowance the amount of Tenant to obtain or maintain same shall not in any manner affect 5% of the Tenant’s obligations hereunder. Landlord shall be solely responsible, at its total cost and expense, for obtaining all permits and approvals related to of the Tenant Improvements.

Tenant Improvements. Subject Tenant shall not, without the prior written consent of Landlord, make any alterations, improvements or additions to the terms Premises (hereinafter referred to as a "Change"). If Landlord consents to a Change it may impose such conditions with respect thereto as Landlord deems appropriate, including without limitation, requiring Tenant to furnish Landlord security for the payment of all costs to be incurred in connection with the Change, insurance against liabilities which may arise out of such work and conditions hereofthe plans and specifications together with all necessary permits for such Change. The work necessary to make the Change shall be done at Tenant's expense by employees or contractors hired by Landlord except to the extent that Landlord may agree otherwise, and shall be performed in such manner and at such times as Landlord agreesshall direct to minimize disturbance to other tenants. Tenant shall promptly pay, at its when due, the cost of all such work and expense of all decorating required by reason thereof. Tenant shall also pay to complete Landlord a “turnkey” interior build-out (“Tenant Improvements”) percentage of the Leased Premises in accordance cost of such work (such percentage to be established on a uniform basis for the Building) sufficient to reimburse Landlord for all expenses arising from Landlord's involvement with the conditions stated such work. Upon completion of such work, Tenant shall deliver to Landlord, if payment is made directly to contractors, evidence of payment, contractors affidavits and full and final waivers of all liens for labor, services or materials (in the Work Letter form attached hereto as Exhibit C E). Tenant shall indemnify, defend and incorporated hereby pursuant hold harmless Landlord and the Building from all costs, damages and liens and expenses related to the Approved Final Plans to such work. In connection with such work Tenant shall never be finalized and approved in accordance with the Work Letter and upon approval attached theretodeemed an agent of Landlord. Any changes All work done by Tenant or modifications to the Approved Final Plans thereafter must Tenant's contractors shall be done in writing a first class workmanlike manner using only good grades of materials and signed by both Tenant shall comply with all union and insurance requirements and all Conditions. Any Change shall (without compensation to Tenant) become Landlords property at the termination of the Term, and shall, unless Landlord requests otherwise, be relinquished to Landlord in accordance with the Work Letter. So long as in accordance with Article 19 of this Leasegood condition, Tenant agrees that Landlord shall be entitled to select, in its reasonable discretion and acting in good faith, all architects, engineers, contractors and material suppliers necessary to furnish the labor and materials for the construction of the Tenant Improvements. Landlord shall be the sole contracting party with respect to the employment of contractors which perform the work necessary to construct the Tenant Improvements. Tenant shall not be entitled to access to the Leased Premises prior to the Date of Substantial Completion and Tenant shall not interfere with or impair in any material way the construction of the Tenant Improvements, and any such interference or impairment shall be included within a Tenant Delay as defined in the Work Letter and shall entitle Landlord to all remedies provided herein for breach of this Lease. Prior to the Possession Date, Tenant shall not enter into any contract for construction of any improvements within the Leased Premises with any person other than Landlord without Landlord's prior written consent. Tenant, at Tenant's expense, shall obtain and maintain any and all necessary permits and licenses to enable Tenant to conduct Tenant’s Permitted Use, and the failure of Tenant to obtain or maintain same shall not in any manner affect the Tenant’s obligations hereunder. Landlord shall be solely responsible, at its cost and expense, for obtaining all permits and approvals related to the Tenant Improvementsordinary wear excepted.

Tenant Improvements. Subject Any work to make the terms and conditions hereof, Landlord agrees, Premises ready for Tenant's use is to be performed by Tenant at its cost expense (hereinafter referred to as “Tenant's Work”). Tenant's Work shall include, without limitation, all items required to fully equip the Premises with all trade fixtures, security systems and expense to complete a “turnkey” interior build-out (“Tenant Improvements”) monitoring, lighting fixtures, furniture, furnishings, fixtures, signs, any special equipment and other items of construction and personal property necessary for the completion of the Leased Premises and the proper operation of Tenant's business. All such items installed by Tenant shall be new or in like-new condition. All entry into the Premises and work done by Tenant shall be at Tenant's risk, subject to Landlord’s duty to maintain the Building and building systems as required pursuant to this Lease. All Tenant's Work shall be subject to Landlord's prior written approval to which shall not be unreasonably withheld, conditioned or delayed, and shall be performed in accordance with good construction practices, all applicable laws, insurance requirements, Landlord's reasonable rules and regulations uniformly applied and the conditions stated terms of the Lease. Further, except in the Work Letter attached hereto as Exhibit C and incorporated hereby pursuant to the Approved Final Plans to be finalized and approved in accordance with the Work Letter and upon approval attached thereto. Any changes event of Landlord’s willful misconduct or modifications to the Approved Final Plans thereafter must be done in writing and signed by both Tenant and Landlord in accordance with the Work Letter. So long as in accordance with Article 19 of this Leasegross negligence, Tenant agrees that Landlord shall be entitled have no responsibility or liability for any loss or damage to select, in its reasonable discretion and acting in good faith, all architects, engineers, contractors and material suppliers necessary any property belonging to furnish the labor and materials for the construction of the Tenant Improvements. Landlord shall be the sole contracting party with respect to the employment of contractors which perform the work necessary to construct the Tenant ImprovementsTenant. Tenant shall not be entitled to access reimburse Landlord, within fifteen (15) days after demand, for the actual third-party costs incurred by Landlord associated with review of Tenant’s plans for Tenant’s Work. For purposes hereof, “hard costs” exclude furniture, fixtures and equipment installed by Tenant, general conditions payable under the construction contract, fees paid to the Leased Premises prior general contractor and all other items of expense generally deemed to the Date of Substantial Completion and Tenant shall not interfere with or impair be soft costs in any material way the construction of the Tenant Improvements, and any such interference or impairment shall be included within a Tenant Delay as defined in the Work Letter and shall entitle Landlord to all remedies provided herein for breach of this Leaseindustry. Prior to the Possession Datecommencement of any of the Tenant’s Work, Tenant shall not enter into any contract provide to Landlord all applicable permits, a schedule for construction of any improvements within the Leased Premises with any person other than Landlord without Landlord's prior written consent. Tenant, at Tenant's expense, shall obtain and maintain any and all necessary permits and licenses to enable Tenant to conduct Tenant’s Permitted Use, and the failure of Tenant to obtain or maintain same shall not in any manner affect the Tenant’s obligations hereunderWork, a budget for the Tenant’s Work, a subcontractor list (subject to the requirements of Section 4), and certificates of insurance for commercial general liability insurance as required by the Lease from all contractors and subcontractors performing the Tenant’s Work naming Landlord as an additional insured. Landlord shall be solely responsible, at its cost and expense, for obtaining all permits and approvals not charge any construction supervision or plan review fees related to the Tenant ImprovementsTenant’s Work.

Tenant Improvements. Subject Landlord shall cause to be performed the terms and conditions hereof, Landlord agrees, at its cost and expense to complete a “turnkey” interior build-out other improvements (“the "Tenant Improvements”") of in the Leased Premises in accordance with construction drawings, plans and specifications approved by Tenant and Landlord (the conditions stated "Plans"), which approvals shall not be unreasonably withheld or delayed, provided such Tenant Improvements comply with the building standard specifications adopted by Landlord or any modifications thereof approved by Landlord and Tenant in writing. The current version of the Work Letter building standard specifications are attached hereto as Exhibit C and incorporated hereby "C-2", but the same are subject to change by Landlord at any time, provided, however, that if Landlord changes the same after the Tenant Improvements are commenced or Tenant has otherwise expended funds therefor, Landlord will reimburse Tenant for all reasonable costs incurred to redesign or replace work or materials to the extent required by Landlord's changes in building standard specifications. The Tenant Improvements shall be performed at the Tenant's cost, to be paid in draws as required by the construction contract from (a) funds set aside in a construction escrow at First American Title prior to Landlord's execution of the construction contract for the Tenant Improvements pursuant to escrow documents reasonably approved by the Approved Final Plans parties and Landlord's lender, with interest on the escrowed funds to accrue to Tenant's benefit, or (b) set aside of funds to be finalized borrowed by Tenant, pursuant to a set aside letter and other documents reasonably approved in accordance with by the Work Letter parties and upon approval attached thereto. Any changes or modifications Landlord's lender, executed prior to the Approved Final Plans thereafter must be done in writing and signed by both Tenant and Landlord in accordance with the Work Letter. So long as in accordance with Article 19 Landlord's execution of this Lease, Tenant agrees that Landlord shall be entitled to select, in its reasonable discretion and acting in good faith, all architects, engineers, contractors and material suppliers necessary to furnish the labor and materials for the construction of contract for the Tenant Improvements. Landlord shall be the sole contracting party with respect Tenant's obligation is limited to the employment costs of contractors which perform the work necessary to construct contract and bids approved by Tenant through the Tenant Improvementsprocess described below, and Change Orders approved by Tenant, including the pricing thereof. Tenant shall not cause the Plans to be entitled to access to the Leased Premises prior to the Date of Substantial Completion and Tenant shall not interfere with or impair in any material way the construction of the Tenant Improvements, and any such interference or impairment shall be included within a Tenant Delay as defined in the Work Letter and shall entitle Landlord to all remedies provided herein for breach of this Lease. Prior to the Possession Date, Tenant shall not enter into any contract for construction of any improvements within the Leased Premises with any person other than Landlord without Landlord's prior written consent. Tenantprepared, at Tenant's expensecost, by Krauxx Xxxxxx, xx another architect designated by Landlord and reasonably approved by Tenant, consistent with the space plan to be prepared and approved by the parties consistent with a schedule to be agreed upon by the parties within two (2) weeks of Lease execution. Prior to close-of-business on that date which is eight (8) weeks after receipt from Landlord of all information reasonably necessary to allow Tenant's architect to prepare the Plans, Tenant shall obtain furnish the initial complete draft of the Plans to Landlord for Landlord's review and maintain any and all necessary permits and licenses approval. Landlord shall within two (2) weeks after receipt either provide comments to enable Tenant to conduct Tenant’s Permitted Use, and such Plans or approve the failure of Tenant to obtain or maintain same shall not in any manner affect the Tenant’s obligations hereundersame. Landlord shall be solely responsible, at its cost and expense, for obtaining all permits and approvals related deemed to have approved such Plans if it does not timely provide comments on such Plans. If Landlord provides Tenant with comments to the initial draft of the Plans, Tenant Improvements.shall provide revised Plans to Landlord incorporating Landlord's comments within two (2) weeks after receipt of Landlord's comments and agreement by Tenant to such changes. If Tenant does not accept

Tenant Improvements. Subject Tenant shall cause to be constructed the terms and conditions hereof, Landlord agrees, at its cost and expense to complete a “turnkey” interior build-out tenant improvements in the Building (the “Tenant Improvements”) pursuant to the Work Letter at a cost to Landlord not to exceed Seven Million Seven Hundred Thousand Dollars ($7,700,000.00) (based upon One Hundred Forty Dollars ($140.00) per rentable square foot and subject to adjustment in Rentable Area as provided in Section 4.7 herein) (the “Tenant Improvement Allowance”) which shall include the cost of construction, cost of space planning, architect, engineering and other related services, building permits, signage, consulting fees, equipment (including personal property and trade fixtures, which shall not exceed fifteen percent (15%) of the Leased Premises Tenant Improvement Allowance), relocation costs, furniture, cabling and other planning and inspection fees. Any costs incurred in accordance with performing the conditions stated Tenant Improvements described in the Work Letter attached hereto as Exhibit C and incorporated hereby pursuant to the Approved Final Plans to be finalized and approved in accordance with the Work Letter and upon approval attached thereto. Any changes or modifications to the Approved Final Plans thereafter must be done in writing and signed by both Tenant and Landlord in accordance with the Work Letter. So long as in accordance with Article 19 of this Lease, Tenant agrees that Landlord shall be entitled to select, in its reasonable discretion and acting in good faith, all architects, engineers, contractors and material suppliers necessary to furnish the labor and materials for the construction excess of the Tenant Improvements. Improvement Allowance shall be borne solely by Tenant; provided, however, at Tenant’s option, Landlord shall fund such excess in an amount not to exceed Twenty-Five Dollars ($25.00) per rentable square foot (the “Additional Allowance,” and together with the Tenant Improvement Allowance, the “Combined Allowance”). The Additional Allowance shall be the sole contracting party repaid by Tenant monthly as Additional Rent beginning with respect Tenant’s first Rent payment, in a monthly amount equal to the employment Additional Allowance fully amortized at an interest rate of contractors which perform the work necessary to construct the Tenant Improvementstwelve percent (12%) per annum over twelve (12) years. Tenant may prepay the remaining Additional Allowance at any time without penalty, and shall not be entitled to access to repay the Leased Premises prior to remaining Additional Allowance in full upon expiration of the Date of Substantial Completion and Tenant shall not interfere with or impair in any material way the construction Lease Term. Any unused portion of the Tenant Improvements, and any such interference or impairment Improvement Allowance shall be included within a Tenant Delay credited against Monthly Rent payments as defined in the Work Letter and shall entitle Landlord to all remedies provided herein for breach of this Leasesuch Monthly Rent payments become due. Prior In addition to the Possession DateTenant Improvement Allowance and Additional Allowance, Landlord will provide Tenant shall not enter into any contract with an additional allowance of up to 15/100 Dollars ($0.15) per rentable square foot for purposes of Xxxxxx-Xxxxxx Architects preparing a preliminary space planning “test-fit,” payable upon Landlord’s receipt of such test-fit prior to construction of any improvements within the Leased Premises with any person other than Landlord without Landlord's prior written consent. Tenant, at Tenant's expense, shall obtain and maintain any and all necessary permits and licenses to enable Tenant to conduct Tenant’s Permitted Use, and the failure of Tenant to obtain or maintain same shall not in any manner affect the Tenant’s obligations hereunder. Landlord shall be solely responsible, at its cost and expense, for obtaining all permits and approvals related to the Tenant Improvementstenant improvements.

Tenant Improvements. Subject Landlord shall perform, or cause to be performed, certain Tenant Improvements ("Tenant Improvements") to the terms Premises as set forth in Exhibit C ("Space Plan"), attached and conditions hereof, made a part hereof and mutually agreed upon by Landlord agrees, at its and Tenant. In no event shall Landlord incur any cost and expense to complete a “turnkey” interior build-out (“Tenant Improvements”) of the Leased Premises in accordance connection with the conditions stated Tenant Improvements in excess of $8,000.00 ("Landlord's Share") which includes the Work Letter attached hereto cost of all materials, labor, permit fees, inspection fees, architectural fees and Landlord's 5% construction management fee, computed upon Landlord's Share only. All improvement costs in excess of Landlord's Share shall be borne solely by Tenant ("Tenant's Share"). Tenant's Share, if any, shall be paid by Tenant as Exhibit C additional rent, one-half upon construction commencement and incorporated hereby pursuant to the Approved Final Plans to be finalized and approved in accordance with the Work Letter and balance upon approval attached theretooccupancy. Any changes or modifications to the Approved Final Plans thereafter must be done in writing and signed by both Tenant and Landlord in accordance with the Work Letter. So long as in accordance with Article 19 Within five (5) days following full execution of this Lease, Tenant agrees shall deliver sufficient instruction to enable Landlord's architect and engineers to prepare complete plans and specifications, ("Construction Drawings"). in the event that the information submitted by Tenant is not sufficient for such purposes, Landlord shall be entitled notify Tenant within ten (10) business days after receipt thereof specifying the reasons wily the information provided by Tenant is not sufficient. Within five (5) business days thereafter, Tenant shall provide to select, Landlord the information which Landlord has requested in its reasonable discretion and acting in good faith, all architects, engineers, contractors and material suppliers necessary a form sufficient to furnish permit Landlord's architect to proceed with the labor and materials for the construction preparation of the Tenant ImprovementsConstruction Drawings. When the architect has completed the Construction Drawings, Landlord shall be the sole contracting party with respect submit to the employment of contractors which perform the work necessary to construct the Tenant Improvementssuch Construction Drawings for approval or revision. Tenant shall approve the Construction Drawings, or provide sufficient information to architect to make revisions within five (5) business days of submission by Landlord. Tenant's approval of such Construction Drawings shall not be entitled to access to the Leased Premises prior to the Date of Substantial Completion unreasonably withheld or delayed. After receipt and approval by Tenant shall not interfere with or impair in any material way the construction of the Construction Drawings, Landlord shall perform, or cause to be performed the Tenant ImprovementsImprovements Substantially in accordance with the Construction Drawings provided, however, that Landlord may make non-material changes in design or construction which are necessary in the judgment of Landlord or its architects, contractors, agents, or representatives. Tenant also may alter or modify the Construction Drawings at any time, but any such change, alteration, or modification is subject to Landlord's reasonable approval, and must conform to all relevant building codes, ordinances, regulations energy regulations, and any other governmental requirements. The cost of such interference change, alteration, or impairment modification by the Tenant shall be included within a Tenant Delay as defined in at the Work Letter and shall entitle Landlord to all remedies provided herein for breach of this Lease. Prior to the Possession Date, Tenant shall not enter into any contract for construction of any improvements within the Leased Premises with any person other than Landlord without Landlord's prior written consent. Tenant, at Tenant's expense, shall obtain and maintain any and all necessary permits and licenses to enable Tenant to conduct Tenant’s Permitted Use, and the failure of Tenant to obtain or maintain same shall not in any manner affect the Tenant’s obligations hereunder. Landlord shall be solely responsible, at its sole cost and expense, for obtaining all permits and approvals related . The cost of any changes and/or additions made to the Premises at the request or Tenant Improvementsafter Landlord and Tenant have agreed on the Construction Drawings, including, but not limited to, (lie actual cost of such changes and/or additions, the cost of revisions in the Landlord: _____ Tenant: _____ plans and specifications and the cost of any delays in construction, whether or not such changes are finally agreed to, shall be paid upon Landlord's presentation of a xxxx therefore, such amount shall be treated as additional rent.

Tenant Improvements. Subject Landlord and Tenant have approved those certain partition plans, reflected ceiling plans, power and signal plans, and finish plans for Suites 600, 1200 and 1300 of the Premises attached to the terms Lease as Exhibits X-0, X-0 xxx X-0 (collectively, the “Space Plan”). Tenant shall cooperate in good faith with Landlord’s architects and conditions hereofengineers to supply such information as is necessary to allow Landlord’s architects and engineers to complete the architectural and engineering drawings for the Premises, and the final architectural working drawings which are consistent with and are a logical extension of, the Space Plan (as reasonably determined by Landlord) otherwise in accordance with Building standards, sufficient to allow subcontractors to bid on the work and to obtain applicable permits (collectively, the “Working Drawings”). It is the intention of the parties that the Space Plan and the Working Drawings will, to the extent reasonably possible, reflect and be generally consistent with the finishes currently being incorporated by Landlord agreesinto Suite 700 of the Building, as modified as necessary to preserve existing infrastructure within each applicable Suite. Landlord will deliver Working Drawings to Tenant for Tenant’s approval, which approval may be withheld only if Tenant, in good faith, determines that any portion of the Working Drawings does not constitute a logical extension of the Space Plan (“Basis for Disapproval of Working Drawings”) and, in any event, will respond within five (5) Business Days. If Tenant fails to timely respond, Tenant will be deemed to have approved the Working Drawings (the Working Drawings, as so approved [or deemed approved] being referred to herein as the “Approved Working Drawings”). If Tenant disapproves the Approved Working Drawings, Tenant’s notice to Landlord will specify in reasonable detail the Basis for Disapproval of Working Drawings and Landlord will revise and resubmit the Working Drawings to Tenant such that the Working Drawings become a logical extension of the Space Plans and in turn become ready for Tenant’s approval. This process shall continue until the Working Drawings have been approved. Landlord, at its Landlord’s sole cost (except as expressly set forth herein) and expense using Building standard materials and specifications (except to complete a “turnkey” interior build-out the extent otherwise set forth in the Approved Working Drawings), shall construct the improvements in the Premises (the “Tenant Improvements”) of the Leased Premises in accordance with the conditions stated in the Work Letter attached hereto as Exhibit C and incorporated hereby pursuant to the Approved Final Plans to be finalized and approved in accordance with the Work Letter and upon approval attached theretoWorking Drawings. Any Tenant shall make no changes or modifications to (i) the Space Plan, (ii) the Approved Final Plans thereafter must be done in writing and signed by both Tenant and Landlord in accordance with the Work Letter. So long as in accordance with Article 19 of this LeaseWorking Drawings, Tenant agrees that Landlord shall be entitled to select, in its reasonable discretion and acting in good faith, all architects, engineers, contractors and material suppliers necessary to furnish the labor and materials for the construction of the Tenant Improvements. Landlord shall be the sole contracting party with respect to the employment of contractors which perform the work necessary to construct the Tenant Improvements. Tenant shall not be entitled to access to the Leased Premises prior to the Date of Substantial Completion and Tenant shall not interfere with or impair in any material way the construction of (iii) the Tenant Improvements, without the prior written consent of Landlord, which consent may be withheld in Landlord’s sole discretion. Notwithstanding the foregoing, Landlord has approved, in concept, certain minor changes to the Space Plan limited to (i) the addition of a wall at the entrance to Suite 1200 to create an additional conference room at the entrance (the “Specialty Wall”), (ii) the addition of a wall to convert the planned board room within Suite 1200 into two (2) conference rooms, and any such interference or impairment (iii) the removal of a wall within Suite 1300 to convert the two (2) planned conference rooms into one (1) large board room. Landlord’s architect will revise the Space Plan to reflect those changes, subject to the terms of this Work Agreement. Landlord will construct the Tenant Improvements in a good workmanlike manner. Tenant shall be included within a Tenant responsible for Tenant’s costs and Delay as defined below in the Work Letter Section 2 and shall entitle Landlord to all remedies provided herein for breach of this Lease. Prior to the Possession DateSection 4.2, Tenant shall not enter into any contract for construction of any improvements within the Leased Premises with any person other than Landlord without Landlord's prior written consent. Tenant, at Tenant's expense, shall obtain and maintain any and all necessary permits and licenses to enable Tenant to conduct Tenant’s Permitted Use, and the failure of Tenant to obtain or maintain same shall not in any manner affect the Tenant’s obligations hereunder. Landlord shall be solely responsible, at its cost and expense, for obtaining all permits and approvals related to the changes described above and any other changes or modifications requested by Tenant Improvementsand Tenant acknowledges that it will be responsible for the complete restoration of the Specialty Wall at the expiration or sooner termination of the Lease, such that the ceiling and carpet in the vicinity are left in good condition and repair (the Specialty Wall will, for such purposes, be deemed a Specialty Alteration).

Tenant Improvements. Subject Landlord shall provide Tenant with an improvement allowance in the amount of up to Sixty- Seven Thousand One Hundred Five and 50/100 Dollars ($67,105.50) (the “Allowance”) [which represents $3.50 per rentable square foot of the 560 Space] for the design and construction of Tenant’s permanent leasehold improvements within the 560 Space in accordance with plans and specifications (the “Expansion Plans”) to be agreed upon by Landlord and Tenant, including the cost of architectural services, design fees, engineering documents and building permits. Tenant shall deliver the Expansion Plans to Landlord for Landlord’s review and approval, which approval shall not be unreasonably withheld, and Landlord agrees to provide Tenant with notice of any objections to the Expansion Plans within twenty (20) days after Landlord’s receipt of same. Once the Expansion Plans have been approved by Landlord, Tenant shall be responsible for the installation of the improvements in the 560 Space in accordance with the Expansion Plans. The general contractor retained by Tenant to install said improvements shall be subject to Landlord’s prior written approval, such approval not to be unreasonably withheld, conditioned or delayed. In no event shall the Allowance be used for any costs associated with Tenant’s personal property, equipment, trade fixtures or other items of a non-permanent nature installed in the 560 Space, including without limitation, telephone and data cable lines. If the cost of completing Tenant’s leasehold improvements exceeds the Allowance, Tenant shall be exclusively responsible for the payment of such amount and shall indemnify and hold Landlord harmless from and against any and all damages, liabilities, costs or penalties associated with Tenant’s failure to pay same in a timely manner. The Allowance shall be administered and disbursed in a manner consistent with the terms and conditions hereof, Landlord agrees, at its cost and expense to complete a “turnkey” interior build-out (“Tenant Improvements”) of the Leased Existing Lease governing the disbursement of the original Tenant Improvement Allowance. Except as otherwise provided herein, Tenant shall continue to occupy the Expanded Premises in accordance with its “as-is, where-is” condition throughout the conditions stated in the Work Letter attached hereto as Exhibit C and incorporated hereby pursuant to the Approved Final Plans to be finalized and approved in accordance with the Work Letter and upon approval attached thereto. Any changes or modifications to the Approved Final Plans thereafter must be done in writing and signed by both Tenant and Landlord in accordance with the Work Letter. So long as in accordance with Article 19 of this Lease, Tenant agrees that Landlord shall be entitled to select, in its reasonable discretion and acting in good faith, all architects, engineers, contractors and material suppliers necessary to furnish the labor and materials for the construction balance of the Tenant Improvements. Landlord shall be the sole contracting party with respect to the employment of contractors which perform the work necessary to construct the Tenant Improvements. Tenant shall not be entitled to access to the Leased Premises Lease Term without any further improvements thereto by Landlord; provided, however, prior to the Date of Substantial Completion 560 Space Commencement Date, Landlord shall cut and Tenant shall not interfere with or impair cap any piping remaining in any material way the construction 560 Space after the removal of the Tenant Improvements, and any such interference or impairment shall be included within a Tenant Delay as defined in previously installed water purification system from the Work Letter and shall entitle Landlord to all remedies provided herein for breach of this Lease. Prior to the Possession Date, Tenant shall not enter into any contract for construction of any improvements within the Leased Premises with any person other than Landlord without Landlord's prior written consent. Tenant, at Tenant's expense, shall obtain and maintain any and all necessary permits and licenses to enable Tenant to conduct Tenant’s Permitted Use, and the failure of Tenant to obtain or maintain same shall not in any manner affect the Tenant’s obligations hereunder. Landlord shall be solely responsible, at its cost and expense, for obtaining all permits and approvals related to the Tenant Improvements560 Space.

Tenant Improvements. Subject (a) Landlord and Tenant shall meet with Landlord’s designers and agree upon a set of plans and specifications and/or construction drawings (collectively the “Plans and Specifications”), covering all work to be performed by Landlord in constructing Tenant improvements within the terms and conditions hereof, Landlord agrees, at its cost and expense to complete a “turnkey” interior build-out Premises (the “Tenant Improvements”). Tenant shall have five (5) days after receipt of the Leased Plans and Specifications in which to review and to give to Landlord written notice of its approval of the Plans and Specifications or its requested changes to the Plans and Specifications. Tenant shall have no right to request any changes to the Plans and Specifications which would either materially alter the Premises or make any exterior or structural changes to the Premises or the Building. If Tenant fails to approve or request changes to the Plans and Specifications by five (5) days after its receipt thereof, then Tenant shall be deemed to have approved the Plans and Specifications and the same shall thereupon be final. If Tenant requests any changes to the Plans and Specifications, Landlord shall make those changes which are reasonably requested by Tenant. Tenant may not thereafter disapprove the revised portions of the Plans and Specifications unless Landlord has unreasonably failed to incorporate reasonable comments of Tenant and, subject to the foregoing, the Plans and Specifications, as modified by said revisions, shall be deemed to be final upon the submission of said revisions to Tenant. Tenant shall at all times in accordance with its review of the conditions stated Plans and Specifications, and of any revisions thereto, act reasonably and in good faith. After the Work Letter attached hereto as Exhibit C Plans and incorporated hereby Specifications have been made or deemed final pursuant to the Approved Final Plans to be finalized and approved in accordance with the Work Letter and upon approval attached thereto. Any procedures set forth hereinabove, any subsequent changes or modifications to the Approved Final Plans thereafter must be done in writing and signed Specifications requested by both Tenant and Landlord in accordance with the Work Letter. So long as in accordance with Article 19 of this Lease, Tenant agrees that Landlord shall be entitled at Tenant’s sole cost and expense and subject to selectLandlord’s written approval, in its reasonable discretion and acting in good faith, all architects, engineers, contractors and material suppliers necessary to furnish the labor and materials for the construction of the Tenant Improvements. Landlord shall be the sole contracting party with respect to the employment of contractors which perform the work necessary to construct the Tenant Improvements. Tenant approval shall not be entitled to access to the Leased Premises prior to the Date of Substantial Completion and Tenant shall not interfere with unreasonably withheld, conditioned or impair in any material way the construction of the Tenant Improvements, and any such interference or impairment shall be included within a Tenant Delay as defined in the Work Letter and shall entitle Landlord to all remedies provided herein for breach of this Lease. Prior to the Possession Date, Tenant shall not enter into any contract for construction of any improvements within the Leased Premises with any person other than Landlord without Landlord's prior written consent. Tenant, at Tenant's expense, shall obtain and maintain any and all necessary permits and licenses to enable Tenant to conduct Tenant’s Permitted Use, and the failure of Tenant to obtain or maintain same shall not in any manner affect the Tenant’s obligations hereunder. Landlord shall be solely responsible, at its cost and expense, for obtaining all permits and approvals related to the Tenant Improvementsdelayed.

Tenant Improvements. Subject Prior to the terms and conditions hereofCommencement Date, Landlord agreesshall, at its sole cost and expense (except as limited below), construct the improvements desired by Tenant to complete a “turnkey” interior build-out the Building for Tenant's occupancy (“the "Tenant Improvements”") of the Leased Premises in accordance with the conditions stated in the Work Letter attached hereto Drawings (as Exhibit C and incorporated hereby pursuant to the Approved Final Plans to be finalized and approved in accordance with the Work Letter and upon approval attached theretodefined below). Any changes or modifications to the Approved Final Plans thereafter must be done in writing and signed by both Tenant and Landlord in accordance with the Work Letter. So long as in accordance with Article 19 of this Lease, Tenant agrees that Landlord shall be entitled to select, in its reasonable discretion and acting in good faith, all architects, engineers, contractors and material suppliers necessary to furnish the labor and materials for the construction The cost of the Tenant Improvements. Landlord Improvements shall be advanced by Landlord for the sole contracting party with respect benefit of Tenant, to be repaid by Tenant in the form of Base Rent, but only to the employment extent that the aggregate cost of contractors which perform furnishing the Tenant Improvements does not exceed $18.00 per rentable square foot contained in the Premises (the "Tenant Improvement Allowance"). The Tenant Improvement Allowance shall be in addition to the Base Building (as defined below). The following items will be charged against the Tenant Improvement Allowance: (i) architectural, engineering, design and space planning work in preparation of the Drawings necessary to construct the Tenant Improvements. , including all mechanical, structural, electrical, plumbing and fire sprinkler engineering required to develop Tenant shall not be entitled to access Improvements or any modifications to the Leased Premises prior Base Building or Building Standard requested by Tenant and approved by Landlord to accommodate the Date of Substantial Completion and Tenant shall not interfere with or impair in any material way Improvements; (ii) the construction total cost of the Tenant Improvements, (iii) a charge of five percent (5%) of the total costs and any such interference expenses otherwise chargeable for the Tenant Improvements for Landlord's construction management of the Tenant Improvements (which construction management fee is payable to Landlord in lieu of overhead or impairment shall be included within a Tenant Delay as defined other administrative fees of Landlord itself and is exclusive of and in the Work Letter and shall entitle Landlord to all remedies provided herein for breach of this Lease. Prior addition to the Possession Date, Tenant shall not enter into any contract for general contractor's overhead and profit); (iv) Tenant's moving costs; and (v) all other costs and expenses related to the design or construction of any improvements within the Leased Premises with any person other than Landlord without Landlord's prior written consent. TenantTenant Improvements (collectively, at Tenant's expense, shall obtain and maintain any and all necessary permits and licenses to enable the "Tenant to conduct Tenant’s Permitted Use, and the failure of Tenant to obtain or maintain same shall not in any manner affect the Tenant’s obligations hereunderImprovements Cost"). Landlord shall be solely responsible, at its cost keep accurate books and expense, for obtaining all permits and approvals records related to the Tenant ImprovementsImprovements Cost. Except as provided in Paragraph 6 of this Exhibit "C" below, the Tenant Improvements Cost in excess of the Tenant Improvement Allowance shall be paid by Tenant prior to Tenant's occupancy of the Premises.

Tenant Improvements. Subject Prior to the terms and conditions hereof, Landlord agrees, at its cost and expense to complete a “turnkey” interior build-out (“Tenant Improvements”) date specified in the Development Schedule for preparation of the Leased Premises Tenant Improvements design work, as such date may be extended in accordance with the conditions stated in the Work Letter attached hereto as Exhibit C and incorporated hereby pursuant to the Approved Final Plans to be finalized and approved in accordance with the Work Letter and upon approval attached thereto. Any changes or modifications to the Approved Final Plans thereafter must be done in writing and signed by both Tenant and Landlord in accordance with the Work Letter. So long as in accordance with Article 19 terms of this Lease, Landlord, Tenant's representative and the architect retained by Tenant agrees that Landlord to design the Tenant Improvements, who may also be the Architect at Tenant's election (such architect providing design services in connection with the Tenant Improvements shall be entitled referred to select, herein as the "TI ARCHITECT") shall meet to discuss the design and construction of those improvements to the Building desired by Tenant other than the Base Building Work (the "TENANT IMPROVEMENTS"). All improvements not part of the Base Building Work shall be considered Tenant Improvements. Tenant shall contract directly with the TI Architect to provide architectural services in its reasonable discretion connection with the design and acting in good faith, all architects, engineers, contractors and material suppliers necessary to furnish installation of the labor and materials Tenant Improvements. Such agreement with the TI Architect for the Tenant Improvements shall be in a form reasonably acceptable to the Landlord and shall name Landlord's representative as a party to whom all correspondence shall be copied under the terms of the such agreement and shall also entitle Landlord's representative to be present at all design and development meetings coordinating completion of the Tenant Improvements. Tenant shall deliver to TI Architect reasonably sufficient information and instructions to enable TI Architect to prepare preliminary plans and specifications for construction of the Tenant Improvements desired by Tenant. All fees and expenses charged by the TI Architect in connection with the Tenant Improvements shall be charged against the improvement Allowance described in Section 3.02. All preliminary and final plans and specifications for the Tenant Improvements shall be subject to Tenant's and Landlord's approval, which approval shall not be unreasonably withheld, conditioned or delayed. Tenant and TI Architect shall develop the final plans and specifications for the Tenant Improvements (the "TENANT IMPROVEMENTS FINAL PLANS AND SPECIFICATIONS"). Tenant and TI Architect shall use their best efforts to complete the plan preparation and approval process within the time periods shown on the Development Schedule. Failure by either Tenant or TI Architect to comply with the plan preparation and approval process within the time periods shown on the Development Schedule will constitute a Tenant Delay. Concurrently with preparation of the Tenant Improvements Final Plans and Specifications, the TI Contractor (hereinafter defined) shall prepare for Tenant's review and approval an estimated budget for the Tenant Improvements. Upon receipt of Tenant's written comments with respect to the estimated budget, the TI Contractor shall promptly modify the estimated budget and deliver a revised budget to Tenant for its approval. In addition, TI Architect shall promptly modify the Tenant Improvements Final Plans and Specifications to accommodate the requested changes to the estimated budget. From time to time during the design, bidding and construction stages, upon Tenant's request, Landlord, TI Architect and the TI Contractor shall make value engineering recommendations and shall otherwise advise Tenant with regard to methods of reducing the total cost of construction of the Tenant Improvements. Landlord Tenant shall be have the sole contracting party with respect to the employment option of contractors which perform the work necessary to construct the Tenant Improvements. Tenant shall not be entitled to access to the Leased Premises prior to the Date of Substantial Completion and Tenant shall not interfere with or impair in any material way the construction of the Tenant Improvements, and any such interference or impairment shall be included within a Tenant Delay as defined in the Work Letter and shall entitle Landlord to all remedies provided herein for breach of this Lease. Prior to the Possession Date, Tenant shall not enter into any contract for construction of any improvements within the Leased Premises with any person other than Landlord without Landlord's prior written consent. Tenant, at Tenant's expense, shall obtain and maintain any and all necessary permits and licenses to enable Tenant to conduct Tenant’s Permitted Use, and the failure of Tenant to obtain or maintain same shall not in any manner affect the Tenant’s obligations hereunder. Landlord shall be solely responsible, at its cost and expense, for obtaining all permits and approvals related to the Tenant Improvements.whether to

Tenant Improvements. Subject to Tenant shall construct, furnish or install such improvements, equipment or fixtures as are necessary for Tenant’s use and occupancy of the terms and conditions hereofLeased Premises (collectively, Landlord agrees, at its cost and expense to complete a “turnkey” interior build-out (the “Tenant Improvements”) ). Tenant shall complete construction of the Tenant Improvements for the entirety of the Leased Premises Premises. Tenant shall also be responsible for the cost of any alterations to the Building required as a result of the Tenant Improvements unless such alterations are required due to Landlord’s failure to build the Warm Shell Components in accordance with the conditions stated Final Base Building Plans or applicable Laws. Tenant has engaged and Landlord has approved Xxxx Xxxxxx to manage the design and construction of the Tenant Improvements (“Tenant Improvement Project Manager”). Tenant shall cause all drawings and specifications for the Tenant Improvements to be prepared by an architect selected by Tenant and reasonably approved by Landlord (“Tenant Improvement Architect”) and to be constructed by a general contractor licensed in California, selected by Tenant, and reasonably approved by Landlord (“Tenant Improvement Contractor”). Tenant has engaged and Landlord has approved Devcon Construction Inc. to be the Tenant Improvement Contractor. Landlord’s prior written consent, which shall not be unreasonably withheld, shall be required if Tenant desires to change its Tenant Improvement Architect, Tenant Improvement Contractor or Tenant Improvement Project Manager. Tenant shall furnish to Landlord a copy of the executed contracts between Tenant and Tenant Improvement Architect, and Tenant and Tenant Improvement Contractor, covering all of Tenant’s obligations under this Work Letter attached hereto Letter; Landlord agrees to keep treat such contracts as Exhibit C and incorporated hereby confidential information pursuant to and in accordance with Paragraph 13.7 of the Approved Final Plans Lease. The Tenant Improvements shall be in conformity with drawings and specifications submitted to be finalized and approved by Landlord, which approval shall not be unreasonably withheld or delayed, and shall be performed in accordance with the Work Letter and upon approval attached thereto. Any changes or modifications to the Approved Final Plans thereafter must be done in writing and signed by both Tenant and Landlord in accordance with the Work Letter. So long as in accordance with Article 19 of this Lease, Tenant agrees that Landlord shall be entitled to select, in its reasonable discretion and acting in good faith, all architects, engineers, contractors and material suppliers necessary to furnish the labor and materials for the construction of the Tenant Improvements. Landlord shall be the sole contracting party with respect to the employment of contractors which perform the work necessary to construct the Tenant Improvements. Tenant shall not be entitled to access to the Leased Premises prior to the Date of Substantial Completion and Tenant shall not interfere with or impair in any material way the construction of the Tenant Improvements, and any such interference or impairment shall be included within a Tenant Delay as defined in the Work Letter and shall entitle Landlord to all remedies provided herein for breach of this Lease. Prior to the Possession Date, Tenant shall not enter into any contract for construction of any improvements within the Leased Premises with any person other than Landlord without Landlord's prior written consent. Tenant, at Tenant's expense, shall obtain and maintain any and all necessary permits and licenses to enable Tenant to conduct Tenant’s Permitted Use, and the failure of Tenant to obtain or maintain same shall not in any manner affect the Tenant’s obligations hereunder. Landlord shall be solely responsible, at its cost and expense, for obtaining all permits and approvals related to the Tenant Improvements.following provisions:

Tenant Improvements. Subject Landlord shall cause The Xxxxxx Group as general contractor to complete the Expansion Space in accordance with the plans or the description of improvements and the specifications to be prepared by WCL Associates, Inc. Prior to January 1, 2001, Tenant will submit complete and final space plans and specifications prepared by WCL Associates, Inc., to Landlord for review and approval. Landlord will use all reasonable efforts to cause all necessary construction to be substantially completed ready for use and occupancy by Tenant on the Effective Date, subject to extension for delays due to any cause beyond the reasonable control of Landlord or Landlord's contractors or suppliers. All construction shall be done in a good and workmanlike manner and shall comply at the time of completion with all applicable laws and requirements of the governmental authorities having jurisdiction. Landlord agrees to complete such construction at Tenant's sole expense equal to the terms aggregate of all costs, expenses and conditions hereoffees incurred by or on behalf of Landlord in connection therewith (the "Tenant's Cost"), including without limitation (i) architectural, engineering and design costs, (ii) the cost charged to Landlord agreesby Landlord's general contractor and all subcontractors for performing such construction, at its (iii) the cost to Landlord of performing directly any portion of such construction, and expense (iv) an administrative and construction management fee for Landlord's supervision of such construction in an amount equal to complete a “turnkey” interior build-out ___________ percent (“____%) of the aggregate costs incurred by or on behalf of Landlord in connection with such construction. Landlord agrees to credit Tenant Improvements”) with an allowance equal to the lesser of the Tenant's Cost or $10.00 per square foot of the Leased Premises in accordance with (the conditions stated in "Tenant Allowance"),. Tenant agrees to pay to Landlord, within ten (10) days of being billed therefor, the Work Letter attached hereto as Exhibit C excess (if any) of the Tenant's Cost above the Tenant Allowance. In addition, Landlord agrees to make repairs, replacements and incorporated hereby pursuant maintenance to the Approved Final Plans to be finalized existing mechanical and approved electrical systems in accordance with the Work Letter and upon approval attached thereto. Any changes or modifications to the Approved Final Plans thereafter must be done in writing and signed by both Tenant and Landlord in accordance with the Work Letter. So long as in accordance with Article 19 of this Lease, Tenant agrees that Landlord shall be entitled to select, in its reasonable discretion and acting in good faith, all architects, engineers, contractors and material suppliers necessary to furnish the labor and materials for the construction of the Tenant Improvements. Landlord shall be the sole contracting party with respect to the employment of contractors which perform the work necessary to construct the Tenant Improvements. Tenant shall not be entitled to access to the Leased Premises prior not to the Date of Substantial Completion and Tenant shall not interfere with or impair in any material way the construction of the Tenant Improvements, and any such interference or impairment shall be included within a Tenant Delay as defined in the Work Letter and shall entitle Landlord to all remedies provided herein for breach of this Lease. Prior to the Possession Date, Tenant shall not enter into any contract for construction of any improvements within the Leased Premises with any person other than Landlord without Landlord's prior written consent. Tenant, at Tenant's expense, shall obtain and maintain any and all necessary permits and licenses to enable Tenant to conduct Tenant’s Permitted Use, and the failure of Tenant to obtain or maintain same shall not in any manner affect the Tenant’s obligations hereunder. Landlord shall be solely responsible, at its cost and expense, for obtaining all permits and approvals related to the Tenant Improvementsexceed One Hundred Thousand Dollars ($100,000).

Tenant Improvements. Subject to the terms and conditions hereof, Landlord agrees, at its cost and expense to complete a “turnkey” interior build-out (“Tenant Improvements”) Section 24 of the Leased Lease is hereby deleted in its ------------------- entirety and the following Section 24 is hereby substituted in lieu thereof: "Tenant shall construct the tenant improvements ("Improvements") for Premises in accordance with the conditions stated in the Work Letter attached hereto as Exhibit A, Premises B, Premises C and incorporated hereby pursuant to the Approved Final Plans to be finalized and approved Premises D in accordance with the Work Letter and upon approval Agreement attached theretohereto as Schedule 1. Any changes or modifications Landlord hereby grants to the Approved Final Plans thereafter must be done in writing and signed by both Tenant and Landlord in accordance with the Work Letter. So long as in accordance with Article 19 of this Lease, Tenant agrees that Landlord shall be entitled to select, in its reasonable discretion and acting in good faith, all architects, engineers, contractors and material suppliers necessary to furnish the labor and materials an ---------- allowance for the construction Improvements (the "Improvement Allowance") of Eighteen and 60/100 Dollars per square foot of space in the Tenant ImprovementsPremises. Landlord The Improvement Allowance shall only be used for the sole contracting party with respect to items specified in the employment of contractors which perform the work necessary to construct the Tenant Improvements. Tenant shall not be entitled to access to the Leased Premises prior to the Date of Substantial Completion and Tenant shall not interfere with or impair in any material way the construction of the Tenant Improvements, and any such interference or impairment shall be included within a Tenant Delay Cost Breakdown as defined in the Work Letter Agreement. The Improvement Allowance for Premises A may only be used to construct Improvements to Premises A; the Improvement Allowance for Premises B may only be used to construct Improvements to Premises B; the Improvement Allowance for Premises C may only be used to construct Improvements to Premises C and the Improvement Allowance for Premises D may only be used to construct Improvements to Premises D. In addition thereto, if Tenant does not fully draw down the Improvement Allowance for a particular space within one hundred twenty (120) days of the date that particular Premises is delivered to Tenant, then any unused portion of that particular Improvement Allowance shall entitle Landlord not be paid or refunded to all remedies provided herein for breach Tenant or be available to Tenant as a credit against any obligations of this Tenant under the Lease. Prior to Notwithstanding the Possession Dateforegoing, if Tenant shall has not enter into any contract fully drawn down the Improvement Allowance for construction of any improvements a particular space within the Leased Premises with any person other than Landlord without Landlord's prior written consent. Tenantaforesaid one hundred twenty (120) day period, at Tenant's expense, shall obtain and maintain any and all necessary permits and licenses to enable but Tenant to conduct Tenant’s Permitted Use, and the failure is diligently pursuing completion of Tenant to obtain or maintain same shall not in any manner affect the Tenant’s obligations hereunder. Landlord shall be solely responsible, at its cost and expense, for obtaining all permits and approvals related to the Tenant Improvements, Landlord shall grant Tenant such additional time as is reasonable to complete the Improvements.

Tenant Improvements. Subject a. Effective as of the Effective Date, Landlord shall reimburse Tenant in an amount up to Five Hundred Thirty-Three Thousand Seven Hundred Ninety and 00/100 Dollars ($533,790.00) (the “Tenant Allowance”) for improvements and modifications to the terms Retained Premises, to include, without limitation, separately demising the Retained Premises and conditions hereofsubmetering the Premises for electricity and water as set forth in Section 2.e of this First Amendment. Except as specifically provided below, Landlord agreesthe Tenant Allowance may be applied towards actual, at hard costs of Tenant's construction, and, in no event towards its cost furniture, fixtures or equipment. The improvements and expense to complete a “turnkey” interior build-out (“modifications shall be performed by Tenant Improvements”) of the Leased Premises in accordance with the conditions stated in the Work Letter attached hereto as Exhibit C and incorporated hereby pursuant subject to the Approved Final Plans to be finalized and approved in accordance with the Work Letter and upon approval attached thereto. Any changes or modifications to the Approved Final Plans thereafter must be done in writing and signed by both Tenant and Landlord in accordance with the Work Letter. So long as in accordance with Article 19 provisions of this Section 3, as well as Article 8 (“Changes and Alterations”) and any other applicable provisions of the Lease, Tenant agrees that . Landlord shall be entitled have the reasonable right to select, in its reasonable discretion and acting in good faith, all architects, engineers, contractors and material suppliers necessary to furnish the labor and materials for oversee the construction of the improvements (at Landlord's sole cost, subject to Section 8.2 of the Lease) to ensure that same are constructed in compliance with the Lease (including this First Amendment) and all applicable Laws. Tenant Improvementsunderstands that the modifications to the Retained Premises will take place while Tenant is in possession of the Retained Premises. Provided that no Event of Default is then occurring beyond applicable notice and cure periods, after the work is completed, Landlord shall be reimburse Tenant from the sole contracting party with respect Tenant Allowance for the cost of improvements made to the employment of contractors which perform Retained Premises, provided that such reimbursement or payment shall not exceed, in the work necessary to construct aggregate, the Tenant ImprovementsAllowance. To obtain such reimbursement, Tenant shall deliver a statement to Landlord which shows, in reasonable detail, all costs incurred and shall be accompanied by paid invoices of each contractor, subcontractor, supplier or vendor for which reimbursement or payment is sought, and a final lien waiver and a certificate, from each contractor and subcontractor whose contract has an aggregate value equal to or greater than $5,000, certifying that all payments due such contractor or subcontractor and to laborers, materialmen and subcontractors under it have been made. Disbursement shall be made from the Tenant Allowance on or before thirty (30) days after Landlord receives Tenant's complete and correct statements with all required supporting documentation. Tenant shall not be entitled to access to the Leased Premises prior to the Date of Substantial Completion and Tenant shall not interfere with any credit or impair in payment for any material way the construction unused portion of the Tenant Improvements, Allowance; provided that it may apply up to Fifty Thousand and any such interference or impairment shall be included within a Tenant Delay as defined in 00/100 Dollars ($50,000.00) toward the Work Letter and shall entitle Landlord to all remedies provided herein for breach of this earliest due Basic Rent due under the Lease. Prior In the event the entire Tenant Allowance is not, within six (6) months after the Extension Term Commencement Date, either (i) used and invoiced by Tenant for the above-described improvements; or (ii) designated in writing by Tenant to the Possession Datebe credited toward payment of Basic Rent, Tenant shall not enter into forfeit any contract for construction right it may have to any unused portion of any improvements within the Leased Premises with any person other than Landlord without Landlord's prior written consent. Tenant, at Tenant's expense, shall obtain and maintain any and all necessary permits and licenses to enable Tenant to conduct Tenant’s Permitted Use, and the failure of Tenant to obtain or maintain same shall not in any manner affect the Tenant’s obligations hereunder. Landlord shall be solely responsible, at its cost and expense, for obtaining all permits and approvals related to the Tenant ImprovementsAllowance.

Tenant Improvements. Subject Tenant accepts the Premises in AS-IS condition, provided Tenant shall be responsible for making improvements to the terms and conditions hereof, Landlord agrees, at its cost and expense to complete a “turnkey” interior build-out (“Tenant Improvements”) of the Leased Premises in accordance with the conditions stated in the Work Letter attached hereto as Exhibit C and incorporated hereby pursuant to the Approved Final Plans to be finalized and based on plans approved in accordance with writing in advance by Landlord (the Work Letter and upon “ Tenant Improvements ”), which approval attached theretoshall not be unreasonably withheld, conditioned or delayed. Any changes or modifications to the Approved Final Plans thereafter must be done in writing and signed by both Tenant and Landlord in accordance with the Work Letter. So long as in accordance with Article 19 of this Lease, Tenant agrees that Landlord shall be entitled to select, in its reasonable discretion and acting in good faith, all architects, engineers, contractors and material suppliers necessary to furnish the labor and materials for the construction The cost of the Tenant Improvements. Landlord Improvements shall be borne by Tenant, provided that Tenant shall receive from Landlord an allowance (the sole contracting party with respect “ Tenant Allowance “) of up to Fifty Five Dollars ($55.00) per rentable square foot of the Premises to reimburse Tenant for the cost of design, permitting, architectural/construction drawings, demolition, construction and supervision of the Tenant Improvements to the employment Premises (excluding telephone, computer and voice data lines, wiring, cabling, furniture, equipment, fixtures and similar costs, which shall be at Tenant’s sole expense). Notwithstanding the foregoing, a portion of contractors which perform the work necessary to construct the Tenant ImprovementsAllowance in an amount not to exceed $8.25 per rentable square foot of the Premises may be used to reimburse Tenant for costs incurred in connection with the installation of telephone, computer and voice data lines, wiring and cabling in the Premises. Tenant shall be permitted to install cabling and telecommunications lines which run within the Building core, provide that all such cabling and telecommunications lines are marked and easily identifiable and are not comingled with the existing base Building wiring as determined by Landlord. Once installed, the Tenant Improvements shall become a part of the Premises and the sole property of Landlord. The parties acknowledge that the construction management fees of Landlord’s property manager shall equal $5,553.35. The Tenant Allowance shall be entitled to access paid by the Landlord to the Leased Premises prior Tenant based on monthly draws for work completed less retainage (as described below), using standard AIA forms, as certified in writing to the Date Tenant by Xxxxxx’s architect and to Landlord by Xxxxxx and Xxxxxxxx’s property manager. Each such monthly draw shall be paid by Landlord within thirty (30) days after receipt from Tenant of Substantial Completion conditional lien waivers from all contractors and Tenant shall not interfere with or impair subcontractors for trades exceeding $5,000.00 involved in any material way the construction of the Tenant Improvements, and any such interference or impairment paid invoices/receipts for all work done to date in the Premises, provided that Landlord shall retain a portion of the Tenant Allowance in an amount equal to five percent (5%) of the total project costs (i.e., the retainage) until the Tenant Improvement work has been completed and Tenant has provided Landlord with (i) lien waivers conditioned only upon final payment from all contractors and subcontractors for trades exceeding $5,000.00 involved in the construction of the Tenant Improvements and (ii) paid invoices/receipts for all work done in the Premises. Any amount not drawn by Tenant for the Tenant Improvements described on the approved plans within twelve (12) months after the date the plans are approved shall be included within a Tenant Delay as defined in the Work Letter and shall entitle Landlord to all remedies provided herein for breach of this Lease. Prior to the Possession Date, Tenant shall not enter into any contract for construction of any improvements within the Leased Premises with any person other than Landlord without retained by Landlord's prior written consent. Tenant, at Tenant's expense, shall obtain and maintain any and all necessary permits and licenses to enable Tenant to conduct Tenant’s Permitted Use, and the failure in no event may any portion of Tenant to obtain or maintain same shall not in any manner affect the Tenant’s obligations hereunder. Landlord shall be solely responsible, at its cost and expense, for obtaining all permits and approvals related to the Tenant ImprovementsAllowance be used to pay or offset Base Rent or Additional Rent.

Tenant Improvements. Subject Tenant shall cause the Tenant Parties to construct, furnish or install all improvements, equipment or fixtures, that Tenant deems reasonably necessary for Tenant’s intended use of the terms Leased Premises, including laboratory, research and conditions hereofdevelopment, Landlord agreesand manufacturing facilities, at its cost and expense to complete which shall include, without limitation, a “turnkey” interior build-out new freight elevator (collectively, the “Tenant Improvements”) ). Tenant shall cause the Tenant Parties to complete construction of the Tenant Improvements for the entirety of the Leased Premises Premises. Tenant shall also be responsible for the cost of any alterations to the Building to comply with applicable Laws to the extent solely required as a result of the Tenant Improvements; provided that Tenant shall not be responsible for any alterations required of Landlord under the Lease or this Work Letter. Tenant has engaged and Landlord has approved (i) Crew Universal as its consultant to manage the design and construction of the Tenant Improvements (“Tenant Improvement Project Manager”), and (ii) DES Architects + Engineers as its architect for the Tenant Improvements (“Tenant Improvement Architect”). Tenant shall cause all drawings and specifications for the Tenant Improvements to be prepared by the Tenant Improvement Architect and to be constructed by GCI, Inc. or another general contractor licensed in California, selected by Tenant, and reasonably approved by Landlord (“Tenant Improvement Contractor”). Landlord’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed, shall be required if Tenant desires to change its Tenant Improvement Architect, Tenant Improvement Contractor or Tenant Improvement Project Manager. Tenant shall furnish to Landlord a copy of the executed contracts between Tenant and Tenant Improvement Architect, and Tenant and Tenant Improvement Contractor, covering all of Tenant’s obligations under this Work Letter. Exhibit C 110015197v.8 The Tenant Improvements shall be in conformity with drawings and specifications submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed, and shall be performed in accordance with the conditions stated in the Work Letter attached hereto as Exhibit C and incorporated hereby pursuant to the Approved Final Plans to be finalized and approved in accordance with the Work Letter and upon approval attached thereto. Any changes or modifications to the Approved Final Plans thereafter must be done in writing and signed by both Tenant and Landlord in accordance with the Work Letter. So long as in accordance with Article 19 of this Lease, Tenant agrees that Landlord shall be entitled to select, in its reasonable discretion and acting in good faith, all architects, engineers, contractors and material suppliers necessary to furnish the labor and materials for the construction of the Tenant Improvements. Landlord shall be the sole contracting party with respect to the employment of contractors which perform the work necessary to construct the Tenant Improvements. Tenant shall not be entitled to access to the Leased Premises prior to the Date of Substantial Completion and Tenant shall not interfere with or impair in any material way the construction of the Tenant Improvements, and any such interference or impairment shall be included within a Tenant Delay as defined in the Work Letter and shall entitle Landlord to all remedies provided herein for breach of this Lease. Prior to the Possession Date, Tenant shall not enter into any contract for construction of any improvements within the Leased Premises with any person other than Landlord without Landlord's prior written consent. Tenant, at Tenant's expense, shall obtain and maintain any and all necessary permits and licenses to enable Tenant to conduct Tenant’s Permitted Use, and the failure of Tenant to obtain or maintain same shall not in any manner affect the Tenant’s obligations hereunder. Landlord shall be solely responsible, at its cost and expense, for obtaining all permits and approvals related to the Tenant Improvements.following provisions:

Tenant Improvements. Subject to Landlord shall furnish or perform the terms and conditions hereof, Landlord agrees, at its cost and expense construction required to complete a “turnkey” interior build-out and finish the improvements (“Tenant Improvements”) as described in the Scope of Work attached as Attachment 3 (the Leased Premises “Scope of Work”) and in accordance with Final Plans to be prepared with respect thereto by Tenant’s architect pursuant to the provisions of Paragraph (1)e below. Landlord shall construct and fund the Improvements in accordance with the conditions stated Allowance set forth below. Landlord shall solicit competitive bids for all portions of the Improvements to be constructed by third party contractors (“Bid Work”). To the extent qualified contractors for the work to be performed exist in the market, Landlord shall solicit at least three (3) competitive bids for all Bid Work Letter attached hereto as Exhibit C from licensed subcontractors and incorporated hereby pursuant shall provide copies of all bids received to Tenant for Tenant’s review. Tenant may provide Landlord with a list of qualified contractors for Landlord to solicit bids. If Tenant provides Landlord with a list of qualified subcontractors prior to the Approved Final Plans date Landlord solicits bids, Landlord shall also solicit bids from those subcontractors, in addition to be finalized any other subcontractors identified by Landlord. Landlord and approved Tenant, working together in accordance good faith, shall select the lowest qualified bid received, subject to Tenant’s right to elect to select a higher bid if desired by Tenant. Landlord’s affiliate, Lxxxx Construction, LLC, shall act as the general contractor in connection with the Work Letter construction of the Improvements and upon approval attached theretoshall be paid a fee to act as general contractor in an amount equal to [*** ] of the total costs of Landlord’s Work. Any changes or modifications to the Approved Final Plans thereafter must be done in writing and signed by both Tenant and Landlord in accordance with the Work Letter. So long as in accordance with Article 19 of this LeaseIn addition, Tenant agrees that Landlord Lxxxx Construction, LLC shall be entitled to selectbe reimbursed for its costs incurred for general conditions and overhead in connection with the performance of Landlord’s Work, which shall not exceed amounts which are typical and customary for such items in its reasonable discretion the greater Phoenix metropolitan area, and acting in good faith, all architects, engineers, contractors and material suppliers necessary to furnish the labor and materials for the construction any event shall not exceed [***] of the Tenant Improvements. Landlord shall be the sole contracting party with respect to the employment costs of contractors which perform the work necessary to construct the Tenant Improvements. Tenant shall not be entitled to access to the Leased Premises prior to the Date of Substantial Completion and Tenant shall not interfere with or impair in any material way the construction of the Tenant Improvements, and any such interference or impairment shall be included within a Tenant Delay as defined in the Work Letter and shall entitle Landlord to all remedies provided herein for breach of this Lease. Prior to the Possession Date, Tenant shall not enter into any contract for construction of any improvements within the Leased Premises with any person other than Landlord without Landlord's prior written consent. Tenant, at Tenant's expense, shall obtain and maintain any and all necessary permits and licenses to enable Tenant to conduct Tenant’s Permitted Use, and the failure of Tenant to obtain or maintain same shall not in any manner affect the Tenant’s obligations hereunder. Landlord shall be solely responsible, at its cost and expense, for obtaining all permits and approvals related to the Tenant Improvementswork.

Tenant Improvements. Subject to The Tenant Improvements shall be furnished and installed within the terms and conditions hereof, Landlord agrees, at its cost and expense to complete a “turnkey” interior build-out (“Tenant Improvements”) of the Leased Premises substantially in accordance with the conditions stated Working Drawings to be prepared by the Tenant Architect and approved by Landlord in writing in accordance with this Workletter. All Tenant Improvements will be managed by Landlord and shall be furnished and installed by the selected Premises Contractor at the expense of Tenant, subject to application of the Tenant Improvement Allowance. Tenant hereby acknowledges that the Special Tenant Improvements described on Schedule B-4 are subject to the approval of applicable governmental authorities and applicable Regulations. Landlord and Tenant agree that to the extent it will save time and money for all involved, Landlord may choose to combine a portion of the TI Work (for example improvements to the Building electrical and HVAC systems) necessary to accommodate Tenant’s Special Tenant Improvements with the now ongoing Base Building Improvements described in Section 3 of Schedule B-1. If such election is made, then to be included in the Costs of TI Work, the portion of the scope and cost of such work to be included in the Costs of the TI Work Letter attached hereto as Exhibit C shall be described in a change order to such existing construction contract that is signed by both Landlord and incorporated hereby pursuant Tenant. The Tenant Improvement Allowance may be applied to the Approved Final Plans to cost of any Special Tenant Improvements. Landlord shall enter the Premises Contract with the Premises Contractor. The Tenant Improvements shall be finalized and approved constructed in accordance with the Work Letter Premises Contract and upon approval attached thereto. Any changes or modifications to the Approved Final Plans thereafter must be done in writing Working Drawings prepared by the Tenant Architect and signed approved by both Tenant and Landlord in accordance with Section 5 below, and permitted by the Work LetterCity of Seattle. So long as in accordance with Article 19 of this Lease, Tenant agrees that Landlord shall be entitled to select, in its reasonable discretion and acting in good faith, all architects, engineers, contractors and material suppliers necessary to furnish If the labor and materials for the construction of the Tenant Improvements. Landlord shall be the sole contracting party with respect Premises Contractor delivers any proposed change to the employment of contractors which perform the work necessary to construct the Tenant Improvements. Tenant shall not be entitled to access to the Leased Premises prior to the Date of Substantial Completion and Tenant shall not interfere with or impair in any material way the construction of the Tenant Improvements, and any such interference or impairment shall be included within a Tenant Delay as defined in the Work Letter and shall entitle Landlord to all remedies provided herein for breach of this Lease. Prior to the Possession DateContract, Tenant shall not enter into promptly be provided an “open book” explanation and documentation to support such change or any contract alteration in the proposed stipulated sum for construction the Costs of any improvements within the Leased Premises with any person other than Landlord without Landlord's prior written consent. Tenant, at Tenant's expense, shall obtain and maintain any and all necessary permits and licenses to enable Tenant to conduct Tenant’s Permitted UseTI Work, and be afforded an opportunity to review and approve any alteration in the failure approved stipulated sum for the Costs of Tenant to obtain or maintain same shall not in any manner affect the Tenant’s obligations hereunder. Landlord shall be solely responsible, at its cost and expense, for obtaining all permits and approvals related to TI Work before the Tenant Improvementsaffected work is performed.

Tenant Improvements. Subject In connection with the extension of the term of the Lease, Landlord agrees to perform the improvements to the terms Premises (the "Improvements") as requested by Tenant, utilizing building standard materials. Landlord will pay for all costs and conditions hereofexpenses associated with completing the Improvements up to an amount of Sixty Two Thousand One Hundred Sixty Seven and 50/100ths Dollars ($62,167.50) (the "Tenant Improvement Allowance"). Within ten (10) days following substantial completion of the Improvements, Landlord agrees, at its cost and expense to complete will provide Tenant a “turnkey” interior build-out statement (“Tenant Improvements”"Landlord Statement") of setting forth the Leased Premises in accordance with the conditions stated in the Work Letter attached hereto as Exhibit C and incorporated hereby pursuant to the Approved Final Plans to be finalized and approved in accordance with the Work Letter and upon approval attached thereto. Any changes or modifications to the Approved Final Plans thereafter must be done in writing and signed by both Tenant and Landlord in accordance with the Work Letter. So long as in accordance with Article 19 of this Lease, Tenant agrees that Landlord shall be entitled to select, in its reasonable discretion and acting in good faith, all architects, engineers, contractors and material suppliers necessary to furnish the labor and materials for the construction amount of the Tenant Improvements. Landlord shall be Improvement Allowance used to build out the sole contracting party with respect to the employment of contractors which perform the work necessary to construct the Tenant Improvements. Tenant shall not be entitled to access to responsible for all costs and expenses for the Leased Premises prior to the Date of Substantial Completion and Tenant shall not interfere with or impair Improvements that are in any material way the construction excess of the Tenant ImprovementsImprovement Allowance, and shall reimburse Landlord for any such interference or impairment excess costs within thirty (30) days of Tenant's receipt of Landlord's Statement. Tenant will have the reasonable right to approve the general contractor for Tenant improvements and price thereof. Tenant shall be included within a have the right to perform the Tenant Delay Improvements at any time up until the thirty-sixth (36th) month of the Extension Term. If Tenant has not performed the Tenant Improvements by the end of the thirty-sixth (36th) month, Landlord shall have no further obligation with respect to this Tenant Improvement Allowance, Except as defined provided above, during the Extension Term Tenant shall occupy the Premises in the Work Letter its "AS-IS" condition and Landlord shall entitle Landlord have no obligation to all remedies provided herein for breach of this Lease. Prior make any improvements to the Possession Date, Tenant shall not enter into any contract for construction of any improvements within the Leased Premises in connection with any person other than Landlord without Landlord's prior written consent. Tenant, at Tenant's expenseoccupancy thereof, shall obtain and maintain any and all necessary permits and licenses to enable Tenant to conduct Tenant’s Permitted Use, and except as required under the failure of Tenant to obtain or maintain same shall not in any manner affect the Tenant’s obligations hereunder. Landlord shall be solely responsible, at its cost and expense, for obtaining all permits and approvals related to the Tenant ImprovementsLease.

Tenant Improvements. Subject Tenant shall be responsible for the design and construction of all initial improvements to the terms and conditions hereof, Landlord agrees, at its cost and expense to complete a “turnkey” interior build-out Premises (the “Tenant ImprovementsImprovement Work”) of the Leased Premises in accordance with the conditions stated in the Work Letter attached hereto as Exhibit C and incorporated hereby pursuant shall use diligent efforts to the Approved Final Plans to be finalized and approved in accordance with the Work Letter and upon approval attached thereto. Any changes or modifications to the Approved Final Plans thereafter must be done in writing and signed by both Tenant and Landlord in accordance with the Work Letter. So long as in accordance with Article 19 of this Lease, Tenant agrees that Landlord shall be entitled to select, in its reasonable discretion and acting in good faith, all architects, engineers, contractors and material suppliers necessary to furnish the labor and materials for cause the construction of the Tenant ImprovementsImprovement Work in a first class manner and in compliance with all Applicable Laws. Without limiting any other provision of this Lease, all of the provisions of this Article 9 and of Article 10 (Liens) shall apply to the Tenant Improvement Work. Landlord shall provide to Tenant a Tenant Improvement Allowance in the amount of $11.40 per square foot of Rentable Area, for a total Tenant Improvement Allowance of $500,000. Any costs in excess of the Tenant Improvement Allowance shall be paid by Tenant. The Tenant Improvement Allowance shall be used for the sole contracting party cost of developing and constructing the improvements to the Premises as set forth in the Site Plan dated May 14, 2004 and hereby approved by Landlord (including architects, design, inspection, construction and project management costs and related services and expenses, insurance and utilities) and shall not be used for any items of personal property. Landlord shall pay the Tenant Improvement Allowance to Tenant after the later of: (a) the date Tenant occupies the Premises and commences its business operations from the Premises, and (b) the Rent Commencement Date; provided that Tenant has provided to Landlord (x) an itemized statement of Tenant Improvement Work expenses, accompanied by reasonably detailed invoices and other supporting information as is reasonably requested by Landlord, and (y) either (i) unconditional lien releases in the form required under California Civil Code Section 3262 from all contractors, subcontractors and materialmen who shall have furnished materials or supplies or performed work or services in connection with the Tenant Improvement Work or (ii) evidence that Tenant has bonded over any liens that are in good faith disputed by Tenant. In the event Tenant does not expend all of the Tenant Improvement Allowance in construction of the Tenant Improvement Work, Landlord shall pay such excess amount to Tenant with the payment of the expended Tenant Improvement Allowance pursuant to the foregoing sentence. Notwithstanding the foregoing, Landlord shall have no obligation to pay the Tenant Improvement Allowance to the extent that (i) an Event of Default by Tenant exists under this Lease; (ii) a lien has been filed with respect to the employment Tenant Improvement Work that has not been released (subject to Tenant’s right to bond over any liens that are in good faith disputed by Tenant); (iii) Tenant is not in compliance with the terms of contractors which perform the work necessary to construct all applicable permits for the Tenant Improvements. Tenant shall Improvement Work; or (iv) the insurance required under this Lease is not be entitled in full force and effect; in each case until such Event of Default or failure to access to the Leased Premises prior to the Date of Substantial Completion and Tenant shall not interfere with or impair in any material way the construction of the Tenant Improvements, and any such interference or impairment shall be included within a Tenant Delay as defined in the Work Letter and shall entitle Landlord to all remedies provided herein for breach of this Lease. Prior to the Possession Date, Tenant shall not enter into any contract for construction of any improvements within the Leased Premises with any person other than Landlord without Landlord's prior written consent. Tenantcomply is cured, at Tenant's expense, shall obtain and maintain any and all necessary permits and licenses to enable Tenant to conduct Tenant’s Permitted Use, and the failure of Tenant to obtain or maintain same shall not in any manner affect the Tenant’s obligations hereunder. Landlord shall which time payment will be solely responsible, at its cost and expense, for obtaining all permits and approvals related to the Tenant Improvementsmade.

Tenant Improvements. Subject Prior to the terms and conditions hereofLease Commencement Date, Landlord agrees, at its cost shall make the improvements to the Premises described in the Plans and expense Specifications to complete a “turnkey” interior build-out (“be developed under the heading "Tenant Improvements”" ("Tenant Improvements") of the Leased Premises in accordance with the conditions stated in the Work Letter attached hereto as Exhibit C and incorporated hereby pursuant to the Approved Final Plans to be finalized and approved Schedule C, in accordance with the Work Letter then-current Baltimore City building, health, fire, and upon approval attached theretoother codes, rules and ordinances applicable to office buildings in downtown Baltimore City regardless of the applicability of such codes generally to real property owned by the State of Maryland or its agencies or instrumentalities. Landlord shall bear the cost of the Tenant Improvements in an amount not to exceed Eighty-five Thousand Dollars ($85,000.00). Any changes or modifications cost in Tenant Improvements in excess of $85,000 shall be the sole responsibility of Tenant. Landlord and Tenant have agreed that Landlord shall finance the Tenant Improvements ("Tenant Improvement Financing") in an amount not to the Approved Final Plans thereafter must be done in writing and signed by both Tenant and Landlord exceed Eighty- five Thousand Dollars ($85,000.00) at an interest rate of seven percent (7%) per annum in accordance with the Work Letterschedule for repayment attached hereto as Schedule D. The Tenant Improvement Financing shall be secured by a letter of credit, in an amount equal to the unamortized portion of the Tenant Improvement Financing, which letter of credit shall be obtained by Tenant from a lender and on terms satisfactory to Landlord. So long as The Tenant Improvement Financing shall be prepaid upon the occurrence of an Event of Default under this Lease or in accordance with Article 19 the event this Lease is terminated and Landlord has not otherwise been paid the full outstanding amount of this Leasethe Tenant Improvement Financing from insurance proceeds or taking awards. Landlord and Tenant acknowledge the desirability of limiting the costs of the Tenant Improvements to $85,000 (the "Budget"), thereby limiting Tenant's exposure for excess costs. Landlord and Tenant agrees that shall use all reasonable efforts to cause the architect designing the Tenant Improvements to produce Plans and Specifications describing Tenant Improvements which can be constructed within the Budget. Landlord shall be entitled to select, in its reasonable discretion keep Tenant informed during the process of soliciting and acting in good faith, all architects, engineers, reviewing bids from contractors and material suppliers necessary to furnish the labor and materials for the construction of performing the Tenant Improvements. In the event the contractor submitting the best bid acceptable to both Landlord shall be and Tenant estimates the sole contracting party with respect to the employment total cost of contractors which perform the work necessary to construct constructing the Tenant Improvements. Tenant shall not be entitled Improvements in accordance with the Plans and Specifications to access to exceed the Leased Premises prior to the Date of Substantial Completion Budget, Landlord and Tenant shall not interfere with or impair cooperate in good faith to reduce the total cost to Budget through value engineering. Tenant covenants and agrees to promptly pay to Landlord upon receipt of invoice any material way excess of the construction cost of Tenant Improvements over the Budget. If the cost of the Tenant ImprovementsImprovements is less than the Budget, and any such interference or impairment the Tenant Improvement Financing shall be included within a Tenant Delay as defined in the Work Letter and shall entitle Landlord to all remedies provided herein for breach of this Lease. Prior to the Possession Date, Tenant shall not enter into any contract for construction of any improvements within the Leased Premises with any person other than Landlord without Landlord's prior written consent. Tenant, at Tenant's expense, shall obtain and maintain any and all necessary permits and licenses to enable Tenant to conduct Tenant’s Permitted Use, and the failure of Tenant to obtain or maintain same shall not in any manner affect the Tenant’s obligations hereunder. Landlord shall be solely responsible, at its cost and expense, for obtaining all permits and approvals related to the Tenant Improvementsappropriately adjusted.