Common use of Tenant’s Work Clause in Contracts

Tenant’s Work. For purposes of this Article 5, the term "Tenant's Work" shall mean and refer to the construction and installation of all aspects of the Project as set forth in detail in the Development Agreement, including the Improvements, and all other equipment, fixtures, pipes, wiring, mechanical systems and other property and systems necessary to the operation of the Project. All of Tenant's work shall be done in the manner required by the Development Agreement and shall be completely lien-free (except as provided in Sections 11.1 and 11.2 hereof, and except as otherwise permitted by the Development Agreement and the ESA). Tenant shall use commercially reasonable efforts to obtain warranties for Tenant's Work from its contractors and to enforce such warranties so that defects in Tenant's Work are corrected. If any warranties are not assignable to Landlord, Tenant shall nevertheless use reasonable diligence to keep such warranties in effect and to enforce the same. Tenant further agrees that if it determines that any portion of the Tenant's Work contains a material defect, it shall promptly notify Landlord of such defect and of the action which Tenant proposes to take or requires its contractors to take to remedy the same, provided that Tenant shall not take any action that may prejudice Landlord's ability to assert its warranty rights (if any) without Landlord's prior written consent. Without limiting the foregoing, Tenant reserves the right to install its own security system on the Project Site and Landlord, notwithstanding any other provision of this Lease to the contrary, understands and agrees that Tenant shall have the right to limit or restrict Landlord's access to the Project Site for reasonable safety and security purposes, but subject to Landlord's rights under Section 14.1 below and as provided for in the ESA and the Development Agreement. Subject to the rights of Tenant under Sections 11.1 and 11.2 hereof, and except as permitted by the Development Agreement and the ESA, all of Tenant's Work shall be completed lien-free and in accordance with all Applicable Law. At Landlord's election, all Tenant's Work shall be coordinated with Landlord's construction manager (who shall not unreasonably interfere with the rendition of Tenant's Work).

Tenant’s Work. For purposes If Tenant intends to complete any improvements to the Premises, which would require any sort of permitting or governmental approval process to complete, Tenant shall cause its architect and/or engineer to prepare drawings and specifications for Tenant’s proposed improvements to be constructed on the Premises by ▇▇▇▇▇▇ (the “Tenant’s Plans”) for Landlord’s review and commercially reasonable approval, which approval shall not be unreasonably withheld, conditioned or delayed. Tenant’s Plans shall consist of at least a site plan (if sitework changes to utilities, paving, landscaping, mechanical, electrical, or plumbing systems etc. are proposed), a floor plan, and exterior building elevations (if any modifications are proposed to the storefront or exterior walls) done at a reasonable scale, which will convey detail and intent, as well as an indication of color selection and graphics. Building elevations shall include specification of materials and color scheme. If Tenant fails to submit ▇▇▇▇▇▇’s Plans within the period provided above, then Landlord may, at its option, in addition to all other remedies available for Tenant’s default, have the right stop any work on the Premises until the appropriate permitting and approvals are completed. Indulgences granted to Tenant shall not be construed to be a waiver of the provisions of this Article 5paragraph. Time is of the essence. If Tenant’s Plans are not approved or rejected within ten (10) business days of delivery, Tenant’s Plans shall be deemed approved. Once the Tenant’s Plans are approved (the “Tenant’s Approved Plans”), the term "improvements to be constructed in accordance therewith are referred to herein as the “Approved Improvements”. Following the preparation and approval of Tenant's ’s Approved Plans, Tenant, at its sole cost and expense, shall construct the Approved Improvements in a good and workmanlike manner substantially in accordance with Tenant’s Approved Plans (“Tenant’s Work" ”), and shall mean and refer have obtained all required permits in connection with Tenant’s Work. Prior to the commencement of the Approved Improvements, Tenant shall deliver to Landlord: the contractor’s name, state license number, construction contract, and a certificate of liability, Builder’s Risk, property damage, and workmen’s compensation insurance naming Landlord and, at ▇▇▇▇▇▇▇▇’s option, ▇▇▇▇▇▇▇▇’s mortgagee as an additional insured (the “Construction Contract Documents”), which contractor name and Construction Contract Documents shall be subject to Landlord’s review and commercially reasonable approval, which approval shall not be unreasonably withheld, conditioned, or delayed. If the Construction Contract Documents are not approved or rejected within ten (10) business days of delivery, the Construction Contract Documents shall be deemed approved. Failure of Tenant to deliver any of these items to Landlord shall be considered an Event of Default. Landlord’s consent or comments on any such plans shall not be deemed an express or implicit covenant or warranty that any plans or specifications submitted by Tenant are accurate, safe or sufficient or that the same comply with any laws, ordinances, or building codes. Tenant will, during the Term of this Lease, indemnify, protect, defend and hold Landlord and the Indemnified Parties (defined above), and the Premises harmless for, from and against any loss, damage, liability, claims, cost or expense, including attorneys’ fees and costs, incurred as a result of any defects in design, materials, or workmanship resulting from Tenant’s Work, including, without limitation, any liens to which any contractor, subcontractor, vendor or other third party asserts or might at any time b entitled to assert due to any statutory mechanic’s lien claim or any common law claim in accordance with appliable law. Notwithstanding anything to the contrary herein, Tenant shall be responsible at Tenant’s sole cost and expense for all work, construction and installation in the Premises (including but not limited to all Tenant’s Work and all fixtures, furniture, equipment and other office installations), and upon Landlord’s request, shall provide Landlord with reasonable evidence that Tenant has the necessary funds to complete the Tenant’s Work. Tenant acknowledges that if Tenant fails to perform any of all aspects its direct or indirect obligations related to Tenant’s Work, then Landlord shall have a Right to Perform (as defined herein) in order to remedy any such failure, which shall include Tenant’s obligation to keep any third-party agreements related to Tenant’s Work (such as architecture, engineering, or contractor agreements) in good standing and free from default. For the avoidance of doubt, and to ensure clarity, this Lease is an absolute net lease and Tenant shall be responsible for any construction or renovations to the Building(s) and/or Property on the Premises as part of the Project as set forth in detail in the Development Agreement, including the Approved Improvements, . The Building(s) and all other equipment, fixtures, pipes, wiring, mechanical systems improvements and other structures on the Property shall become the property and systems necessary to of Landlord at the operation end of the ProjectLease. All of Tenant's work shall be done in the manner required by the Development Agreement and shall be completely lien-free (except as provided in Sections 11.1 and 11.2 hereof, and except as otherwise permitted by the Development Agreement and the ESA)LANDLORD HAS NO OBLIGATION TO PERFORM ANY WORK WITHIN THE PREMISES. Tenant shall use commercially reasonable efforts to obtain warranties for Tenant's Work from its contractors and to enforce such warranties so that defects in Tenant's Work are corrected. If any warranties are not assignable to Landlord, Tenant shall nevertheless use reasonable diligence to keep such warranties in effect and to enforce the same. Tenant further agrees that if it determines that any portion of the Tenant's Work contains a material defect, it shall promptly notify Landlord of such defect and of the action which Tenant proposes to take or requires its contractors to take to remedy the same, provided that Tenant shall not take any action that may prejudice Landlord's ability to assert its warranty rights (if any) without Landlord's prior written consent. Without limiting the foregoing, Tenant reserves the right to install its own security system on the Project Site and Landlord, notwithstanding any other provision of this Lease to the contrary, understands and agrees that Tenant shall have the right to limit or restrict Landlord's access to the Project Site for reasonable safety and security purposes, but subject to Landlord's rights under Section 14.1 below and as provided for in the ESA and the Development Agreement. Subject to the rights of Tenant under Sections 11.1 and 11.2 hereof, and except as permitted by the Development Agreement and the ESA, all of Tenant's Work shall be completed lien-free and in accordance with all Applicable Law. At Landlord's election, all Tenant's Work shall be coordinated with Landlord's construction manager (who shall not unreasonably interfere with the rendition of Tenant's Work)TENANT AGREES TO ACCEPT THE PREMISES IN ITS CONDITION “AS IS” AND SHALL BE OBLIGATED TO PERFORM SUCH WORK AS IS NECESSARY TO RENDER THE PREMISES USEFUL FOR THE PURPOSES LEASED.

Tenant’s Work. For purposes Section 5.1 Except as may be expressly provided in this lease, Tenant shall not replace any fixtures in the Premises or make any changes, improvements, alterations or additions (collectively, “Tenant’s Work”), to the Premises, the Real Property, the Building systems, or any part thereof, without ▇▇▇▇▇▇▇▇’s prior consent. Landlord’s consent shall not be unreasonably withheld or delayed if Tenant’s Work (a) is nonstructural, and (b) does not (i) affect any part of the Real Property outside the Premises (including the Building roof) or the exterior of the Premises, (ii) affect any structural element of the Building, (iii) adversely affect any Building system, or (iv) require an amendment of the certificate of occupancy for the Premises or the Building, ( c) is not visible outside the Premises and (d) is performed only by contractors and subcontractors first approved by Landlord (which approval shall not be unreasonably withheld or delayed). ▇▇▇▇▇▇▇▇’s consent shall not be required with respect to such of Tenant’s Work as are cosmetic alterations (such as painting the interior of the Premises, carpeting, and installation of shelving and display cases) inside the Premises (“Cosmetic Alterations”), provided Tenant complies with the other applicable provisions of this lease. Tenant’s Work shall be performed, at Tenant’s expense, with diligence when started so as to promptly complete it in a good and worker-like manner using new materials of first class quality and in compliance with this lease, all Laws and Tenant’s Plans (as defined in Section 5.2) as approved by Landlord. As part of Tenant’s Work, Tenant shall soundproof the Premises and install appropriate ventilation if required so that Tenant’s use of the Premises shall not result in noise and/or odors being transmitted outside the Premises. Tenant’s Work shall be fully paid for by Tenant when payment is due and shall not be financed with any conditional sales or title retention agreements or by the granting of any security interests, liens, encumbrances or financing statements. Tenant’s Work shall be deemed, upon installation, to be improvements and betterments that become the property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration of the Term (or the sooner termination of this lease in accordance with its provisions) unless Landlord notifies Tenant in accordance with the provisions of this Article 5that Landlord relinquishes its rights thereto, the term "Tenant's Work" shall mean and refer to the construction and installation of all aspects of the Project as set forth in detail in the Development Agreement, including the Improvements, and all other equipment, fixtures, pipes, wiring, mechanical systems and other property and systems necessary to the operation of the Project. All of Tenant's work which case Tenant shall be done in the manner required by the Development Agreement obligated to remove such Tenant’s Work. Section 5.2 Prior to commencing any Tenant’s Work other than purely Cosmetic Alterations, Tenant shall, at Tenant’s expense, deliver to Landlord detailed plans and shall be completely lien-free (except as provided in Sections 11.1 and 11.2 hereofspecifications, and except as otherwise permitted by the Development Agreement and the ESA). Tenant shall use commercially reasonable efforts to obtain warranties for Tenant's Work from its contractors and to enforce such warranties so that defects ’s Work, in Tenant's Work are corrected. If any warranties are not assignable form reasonably satisfactory to Landlord, prepared, certified, signed and sealed by an architect or engineer licensed to practice in the State of New York, and suitable for filing with the applicable Authority, if filing is required by applicable Laws (such plans and specifications together with revisions thereto, collectively, “Tenant’s Plans”), and obtain Landlord’s approval of ▇▇▇▇▇▇’s Plans. ▇▇▇▇▇▇▇▇’s approval of ▇▇▇▇▇▇’s Plans shall not be unreasonably withheld or delayed to the extent ▇▇▇▇▇▇▇▇’s consent to ▇▇▇▇▇▇’s Work shown on Tenant’s Plans is not to be unreasonably withheld or delayed pursuant to this Article. Before commencing Tenant’s Work, Tenant shall nevertheless use reasonable diligence (a) obtain (and deliver to keep Landlord copies of) all required permits and authorizations of any Authority for such warranties in effect work, and (b) deliver to enforce the same. Tenant further agrees that if it determines that any portion of the Tenant's Work contains a material defect, it Landlord such security as shall promptly notify Landlord of such defect and of the action which Tenant proposes be reasonably satisfactory to take or requires its contractors to take to remedy the same, provided that Tenant shall not take any action that may prejudice Landlord's ability to assert its warranty rights (if any) without Landlord's prior written consent. Without limiting the foregoing, Tenant reserves the right to install its own security system on the Project Site and Landlord, notwithstanding any other provision of this Lease and (c) deliver to the contrary, understands and agrees that Tenant shall have the right to limit or restrict Landlord's access to the Project Site for reasonable safety and security purposes, but subject Landlord certificates (in form reasonably acceptable to Landlord's rights under Section 14.1 below ) evidencing the following insurance coverages from each contractor and as provided for subcontractor: (i) worker’s compensation insurance covering all persons to be employed in the ESA and the Development Agreement. Subject to the rights performance of Tenant under Sections 11.1 and 11.2 hereofany Tenant’s Work, and except as permitted by the Development Agreement and the ESA, all of Tenant's Work shall be completed lien-free and in accordance with all Applicable Law. At Landlord's election, all Tenant's Work shall be coordinated with Landlord's construction manager (who shall not unreasonably interfere with the rendition of Tenant's Work).and

Tenant’s Work. For purposes Except as may be expressly provided in this lease, Tenant shall not make any changes to the Premises, the Building, the Building systems, or any part thereof (collectively, “Tenant’s Work”), without Landlord’s consent. Landlord’s consent shall not be unreasonably withheld or delayed provided that Tenant’s Work (a) does not (i) affect any part of the Building outside the Premises, (ii) adversely affect any structural element of the Building (iii) adversely affect any Building system or (iv) require an amendment of the certificate of occupancy for the Premises or the Building, and (b) is performed only by contractors or subcontractors approved by Landlord (which shall not be unreasonably withheld or delayed, except that any Tenant’s Work which affects any Building system shall be performed by a contractor or subcontractor designated by Landlord or then on Landlord’s list, if any, of approved contractors and subcontractors for that work). Tenant’s Work shall be performed, at Tenant’s expense, in a professional manner using new materials of first class quality and in compliance with this lease, all Laws and Tenant’s Plans (as defined in Section 5.2). If Tenant’s Work consists solely of the installation of Tenant’s Property in the Premises, a change affecting only Tenant’s Property in the Premises or the painting, carpeting or decorating of the Premises, Landlord’s consent shall not be required, provided (i) Tenant gives Landlord 10 days prior notice of such Tenant’s Work (with reasonable details of the work to be performed), (ii) all of the other applicable provisions of this Article 5lease shall apply and (iii) such Tenant’s Work does not violate clauses (a) or (b) of this Section. Prior to performing any Tenant’s Work which, pursuant to this Article, requires Landlord’s consent, Tenant shall, at Tenant’s expense (a) deliver to Landlord, detailed plans and specifications for Tenant’s Work in form reasonably satisfactory to Landlord prepared and certified by a registered architect or licensed engineer, and suitable for filing with the term "applicable Authority, if filing is required by Law (“Tenant's Work" ’s Plans”), (b) obtain Landlord’s approval of Tenant’s Plans (which shall mean and refer not be unreasonably withheld or delayed to the construction extent Landlord’s consent to Tenant’s Work shown on Tenant’s Plans is not to be unreasonably withheld or delayed pursuant to this Article), (c) obtain (and installation deliver to Landlord copies of) all required authorizations of any Authority, (d) deliver to Landlord certificates (in form reasonably acceptable to Landlord) of worker’s compensation insurance (covering all aspects of the Project as set forth in detail in the Development Agreement, including the Improvementspersons to be employed by Tenant, and all other equipmentcontractors and subcontractors performing any Tenant’s Work), fixturescommercial general liability insurance (naming Landlord, pipesLandlord’s managing agent, wiringif any, mechanical systems any Superior Landlord and other property any Mortgagee as additional insureds) and systems necessary Builder’s risk insurance (issued on a completed value basis), in form, with companies, for periods and in amounts reasonably required by Landlord, naming Landlord, Landlord’s managing agent, if any, any Superior Landlord and any Mortgagee as additional insureds, and (e) with respect to any Tenant’s Work costing more than $50,000, deliver to Landlord security in an amount equal to the operation total cost of the Project. All of such Tenant's work shall be done in the manner required by the Development Agreement ’s Work and shall be completely lien-free (except as provided in Sections 11.1 reasonably acceptable to Landlord securing Tenant’s obligation to complete and 11.2 hereof, and except as otherwise permitted by the Development Agreement and the ESA)pay for such Tenant’s Work. Tenant shall use commercially promptly reimburse Landlord for any reasonable efforts out-of-pocket expenses incurred by Landlord in connection with Landlord’s review of Tenant’s Plans and inspection of Tenant’s Work, including outside experts retained by Landlord for that purpose. Following the completion of Tenant’s Work, Tenant shall, at Tenant’s expense, obtain and deliver to obtain warranties Landlord copies of all authorizations of any Authority required upon the completion of Tenant’s Work and “as-built” plans and specifications for Tenant's ’s Work from its contractors and to enforce such warranties so that defects prepared as reasonably required by Landlord. If, in connection with Tenant's ’s Work are corrected. If or any warranties are not assignable to other act or omission of Tenant or Tenant’s employees, agents or contractors, a mechanic’s lien, financing statement or other lien or violation is filed against Landlord, Tenant shall nevertheless use reasonable diligence to keep such warranties in effect and to enforce the same. Tenant further agrees that if it determines that or any portion part of the Premises, the Building or Tenant's Work contains a material defect’s Work, Tenant shall, at Tenant’s expense, have it shall promptly notify Landlord of such defect and removed by bonding or otherwise within 30 days after Tenant receives notice of the action which Tenant proposes to take or requires its contractors to take to remedy the same, provided that filing. Tenant shall not take employ, or permit the employment of, any action that may prejudice contractor, subcontractor or other worker in the Premises, whether in connection with Tenant’s Work or otherwise, if such employment shall, in Landlord's ability ’s reasonable judgment, interfere or cause conflict with other contractors, subcontractors or workers in the Building. At Tenant’s request, Landlord shall join in any applications for any authorizations required from any Authority in connection with Tenant’s Work (to assert its warranty rights (which Landlord has consented, if any) without Landlord's prior written consentrequired pursuant to this Article), and otherwise cooperate with Tenant in connection with Tenant’s Work, but Landlord shall not be obligated to incur any expense or obligation in connection with any such applications or cooperation. Without limiting Tenant shall not place a load on any floor of the foregoingPremises exceeding the floor load per square foot which the floor was designed to carry and which is allowed by any Law. On or before the Expiration Date, Tenant reserves shall, at Tenant’s expense, remove from the right Premises and the Building (a) Tenant’s trade fixtures, equipment and personal property which are removable without material damage to install its own security system the Premises or the Building (“Tenant’s Property”), and (b) any Tenant’s Work which is not an ordinary nonstructural office installation and which Landlord designates for removal in a notice given by Landlord to Tenant on or before the date which is 90 days prior to the Fixed Expiration Date (or five days prior to the Earlier Expiration Date, if applicable), and repair any damage to the Premises or the Building caused by the installation or removal of Tenant’s Property or Tenant’s Work. If, at the time Tenant requests Landlord’s consent to Tenant’s Plans, Tenant requests Landlord to designate the portions of Tenant’s Work which must be removed pursuant to this Section, Landlord shall make that designation on the Project Site date Landlord gives Landlord’s consent to Tenant’s Plans. Except as expressly provided in this Section, Tenant’s Work shall not be removed and shall, on the Expiration Date, become the property of Landlord, notwithstanding any other provision of this Lease . Any Tenant’s Property or Tenant’s Work (which Tenant was required to the contrary, understands and agrees that remove) which is not removed by Tenant shall have the right to limit or restrict Landlord's access to the Project Site for reasonable safety and security purposes, but subject to Landlord's rights under Section 14.1 below and as provided for in the ESA and the Development Agreement. Subject to the rights of Tenant under Sections 11.1 and 11.2 hereof, and except as permitted by the Development Agreement and the ESA, all of Tenant's Work Expiration Date shall be completed lien-free deemed abandoned and may, at Landlord’s option, be retained as Landlord’s property or disposed of by Landlord at Tenant’s expense. The following defined terms are used in accordance with all Applicable Law. At Landlord's election, all Tenant's Work shall be coordinated with Landlord's construction manager (who shall not unreasonably interfere with the rendition of Tenant's Work).this Article:

Tenant’s Work. For purposes (a) Tenant shall prepare, at its sole cost and expense (against which the Landlord’s Contribution may be applied), a set of this Article 5design/development plans in conformance with the concept plan approved by Landlord (subject to Landlord’s review of further details regarding access, maintenance and ventilation issues in connection with the term "Tenant's Work" shall mean cold room located on the second floor along the window line) and refer to attached hereto as Exhibit H, Tenant Design and Construction Guidelines attached hereto as Exhibit I (“Tenant Design and Construction Guidelines”) and the construction and installation allocation of all aspects of the Project as responsibilities set forth in detail the Landlord/Tenant Matrix sufficient for Landlord to approve Tenant’s proposed design of the Premises (“Design/Development Plans”), and a full set of final permit-ready construction drawings (“Final Construction Drawings”) for the interior finish and layout of the initial improvements (“Tenant’s Work”) which Tenant desires to have performed in the Premises. The Design/Development AgreementPlans and the Final Construction Drawings are collectively referred to herein as the “Plans.” Provided that no Default has occurred and remains outstanding, including Landlord shall reimburse Tenant up to $6,159.10 ($.10 per RSF) for out of pocket costs incurred in preparing the Improvementsinitial test fit of the Premises. (b) The Plans shall be submitted to Landlord, together with a construction budget setting forth the anticipated costs for the Tenant’s Work, and all other equipment, fixtures, pipes, wiring, mechanical systems and other property and systems necessary to the operation Landlord shall approve or disapprove of the ProjectPlans, which approval shall not be unreasonably withheld, conditioned or delayed, and Landlord shall respond in any event within fifteen (15) days of receiving them. All of Tenant's No work shall be done conducted by or on behalf of Tenant until the Final Construction Drawings have been approved for such work in writing by Landlord. At Tenant’s sole cost and expense (against which the manner required by the Development Agreement and shall Landlord’s Contribution may be completely lien-free (except as provided in Sections 11.1 and 11.2 hereofapplied), and except as otherwise permitted by the Development Agreement and the ESA). Tenant shall use commercially cause the Plans to be revised in manner sufficient to remedy the Landlord’s reasonable efforts objections and/or respond to obtain warranties the reasonable concerns and for Tenant's Work from its contractors and such revised Plans to enforce such warranties so that defects in Tenant's Work are corrected. If any warranties are not assignable be redelivered to Landlord, Tenant and Landlord shall nevertheless use reasonable diligence to keep approve or disapprove such warranties in effect and to enforce the same. Tenant further agrees that if it determines that any portion portions of the Plans to which Landlord previously commented seven (7) days following the date of resubmission. Landlord may not disapprove anything on a set of Plans which it has previously approved in an earlier set of Plans unless new revealed by the applicable later iteration of Tenant's Work contains ’s Plans provides Landlord with a material defectreasonable basis for doing so. Landlord’s failure to timely respond to Tenant’s submitted Plans or revised Plans shall be deemed to be approval thereof provided that upon submitting such plans, it shall promptly notify Tenant provides written notice to Landlord stating “IF LANDLORD FAILS TO RESPOND TO THE ENCLOSED PLANS WITHIN 15 DAYS (OR 7 DAYS AS APPLICABLE), LANDLORD’S APPROVAL SHALL BE DEEMED GIVEN PURSUANT TO SECTION 5.2(b) OF THE LEASE” in upper case boldface type in the top margin of such defect notice. Landlord’s approval is solely given for the benefit of Landlord and of the action which Tenant proposes to take or requires its contractors to take to remedy the same, provided that under this Section and neither Tenant shall not take nor any action that may prejudice Landlord's ability to assert its warranty rights (if any) without Landlord's prior written consent. Without limiting the foregoing, Tenant reserves the right to install its own security system on the Project Site and Landlord, notwithstanding any other provision of this Lease to the contrary, understands and agrees that Tenant third party shall have the right to limit rely upon Landlord’s approval of the Plans for any other whatsoever. (c) Landlord shall not charge Tenant any coordination, overhead or restrict contractor supervision fees in connection with Tenant’s Work; provided, however that Landlord shall be reimbursed from the Landlord's access to ’s Contribution for any reasonable third-party, out of pocket expenses incurred by Landlord in connection with the Project Site for reasonable safety review and security purposesapproval of Tenant’s Work. (d) The Plans shall be stamped by a Massachusetts registered architect and engineer, but such architect and engineer and Tenant’s general contractor and subcontractors, being subject to Landlord's rights under Section 14.1 below ’s prior approval, which shall not be unreasonably withheld, conditioned or delayed, and as provided for in shall comply with the ESA Legal Requirements and the Development Agreementrequirements of the Tenant Design and Construction Guidelines. Subject The final approved Plans shall be in a form satisfactory to the rights of Tenant under Sections 11.1 appropriate governmental authorities responsible for issuing permits, approvals and 11.2 hereof, and except as permitted by the Development Agreement and the ESA, all of licenses required for Tenant's ’s Work. (e) Tenant’s Work shall be completed lien-free and in accordance with all Applicable Lawthe Plans and no material changes to Tenant’s Work shall occur without Landlord’s approval as set forth herein. At Landlord's election, all All of the Tenant's ’s Work shall be coordinated performed in accordance with Landlord's construction manager the requirements set forth in the Tenant Design and Construction Guidelines and completed in a first class workmanlike manner. Tenant shall be solely responsible for the effect of the Tenant’s Work on the Building’s structure and systems, whether or not Landlord has consented to the Alterations, and shall reimburse Landlord on demand for any costs incurred by Landlord that can be demonstrated by clear evidence to have been caused by reason of any faulty work done by Tenant or its contractors. All of Tenant’s Work shall be performed in such manner as to maintain harmonious labor relations and to minimize any material interference with Building operations. (who f) Tenant shall use diligent efforts to keep the Project and Tenant’s leasehold interest therein free of any liens or claims of liens arising from acts or omissions of Tenant, or its subtenants, contractors or others claiming by, through or under Tenant, and shall discharge or bond any such liens within ten (10) Business Days following notice to Tenant of their filing. Tenant shall provide evidence of such insurance as Landlord may reasonably require, naming Landlord as an additional insured. Tenant shall indemnify Landlord and hold it harmless from and against any cost, claim, or liability arising from any work done by or at the direction of Tenant. (g) All alterations affixed to the Premises shall become part thereof and therein at the end of the Term. However, if Landlord gives Tenant a notice, at the time Landlord approves the Plans, to remove any alterations, Tenant shall do so and shall pay the cost of and any repair required by such removal. Notwithstanding the foregoing, within four weeks after the expiration or earlier termination of the Term of the Lease and provided that Tenant continues pay the periodic Rent obligation pending completion of the work, Tenant shall remove the stairwell shown on the Plans and installed as part of Tenant’s Work and restore the applicable to the condition existing as of the Effective Date. Tenant may elect to have Landlord perform stairwell infill restoration work at Tenant’s cost (in which case, no Rent shall be due Landlord assuming that Tenant is not otherwise is in possession of the Premises) upon written notice to Landlord at least six months prior to the expiration of the Term. If Tenant makes such election, Landlord will solicit at least three bids from contractors at least four months prior to the of the Term. Landlord will choose the lowest qualified bidder and arrange for such restoration work to be performed at Tenant’s cost within four weeks after the expiration or earlier of the Term of the Lease. Notwithstanding the foregoing, if Landlord has entered into a lease agreement with a tenant that desires that the stairwell remains in place, Tenant shall not unreasonably interfere with be obligated to remove the rendition staircase or pay for Landlord to do so. (h) All of Tenant's ’s personal property, trade fixtures, equipment, furniture, movable partitions, and any alterations not affixed to the Premises shall remain Tenant’s property, removable at any time. If Tenant fails to remove any such materials at the end of the Term, Landlord may do so and store them at Tenant’s expense, without liability to Tenant, and may sell them at public or private sale and apply the proceeds to any amounts due hereunder, including costs of removal, storage and sale. (i) Tenant desires to achieve a LEED Gold Certification for Tenant’s Work from the United States Green Building Council. Upon Tenant’s request, Landlord shall cooperate with such process and provide all information and documentation reasonably required in connection therewith provided that such cooperation shall not cause Landlord to incur any cost or liability including, without limitation, required modifications to Landlord’s Work). Nothing contained herein shall be construed as a warranty or guaranty that Tenant’s aspirational LEED certification will necessarily be achieved or maintained.

Tenant’s Work. For purposes (a) Other than Landlord’s Work pursuant to Section 7.01 herein, if desired, Tenant shall, at its sole cost and expense, commence all Tenant’s Work. Tenant shall enter the Demised Premises after the Delivery Date for the purpose of this Article 5performing Tenant’s Work, provided that: (i) all Tenant’s Work shall be conducted in such a manner as, and performed by such labor that, will not interfere with, impede or affect in any way Landlord’s Work, Landlord’s other construction activities at the Project, the term "construction activities of any tenant or other occupant within the Project, and/or any other work being performed in connection with the Project, (ii) Tenant shall, at its own expense, remove from the Demised Premises and the Common Areas, on a daily basis, all trash which may accumulate in connection with Tenant's ’s Work activities and keep the Common Areas free of building material and equipment used in connection with Tenant’s Work" , (iii) Tenant shall mean perform all duties and refer obligations imposed by this Lease, including, but not limited to, those provisions relating to the construction utilities, insurance and installation of indemnification, (iv) Tenant’s Work shall only be performed by those contractors and subcontractors approved by Landlord in writing, which approval shall not be unreasonably withheld, and (v) in connection with Tenant’s Work, Tenant shall obtain, in addition to all aspects of the Project required approvals from Landlord as set forth in detail this Lease, the approval of all governmental authorities having jurisdiction. (b) If Tenant fails or omits to make timely submission to Landlord of any component of Tenant’s Plans or delays in submitting or supplying information or in giving authorizations or in performing or completing Tenant’s Work or in any manner delays or interferes with the Development Agreementperformance of Landlord’s Work or any other work being performed at or in connection with the Project, including Landlord, in addition to any other right or remedy it may have hereunder or at law or in equity, may pursue any one or more of the Improvementsfollowing remedies: (i) Landlord may give Tenant at least ten (10) days written notice that if a specified failure, omission or delay is not cured by the date therein stated, this Lease, at Landlord’s option, shall be deemed cancelled and all terminated without prejudice to Landlord’s other equipmentrights and remedies hereunder or available at law or in equity, fixturesincluding, pipeswithout limitation, wiringa suit for damages, mechanical systems and other property and systems necessary and (ii) Landlord may give written notice to Tenant (notwithstanding that such a notice is not otherwise required hereunder) that the Rent Commencement Date will be deemed to have commenced on the date, to be therein specified, when the same would have commenced if Tenant had timely complied with the provisions of this Lease in any way pertaining to the operation submission of Tenant’s Design Drawings, working drawings and specifications and the performance of Tenant’s Work. (c) Tenant agrees to observe and comply with all of the Project. All obligations, standards, requirement, procedures, criteria and schedules set forth or referred to in Exhibit “D.” (d) Notwithstanding anything to the contrary contained in this Section 7.03, Landlord shall not be responsible or liable to Tenant, its agents, servants, employees, licensees or contractors, or their respective agents, servants, employees, licensees or contractors, for any loss or damage to the property of Tenant's work such parties occurring during the Term. (e) Landlord agrees to provide Tenant and its agents and professionals access to the Demised Premises from and after the date hereof, upon at least twenty-four (24) hours advanced notice to Landlord, for the sole purpose of taking measurements and for other design and/or construction related items, provided that any individual entering the Demised Premises shall be done in the manner required accompanied by the Development Agreement and shall be completely lien-free (except as provided in Sections 11.1 and 11.2 hereof, and except as otherwise permitted by the Development Agreement and the ESA)a representative of Landlord. Tenant shall use commercially reasonable efforts such entry to obtain warranties for Tenant's Work from its contractors and to enforce such warranties so that defects in Tenant's Work are corrected. If any warranties are not assignable to Landlord, Tenant shall nevertheless use reasonable diligence to keep such warranties in effect and to enforce confirm the same. Tenant further agrees that if it determines that any portion square footage of the Tenant's Work contains a material defect, it Demised Premises. The parties acknowledge and agree that the square footage shall promptly notify Landlord of such defect and of the action which Tenant proposes to take or requires its contractors to take to remedy the same, provided that Tenant shall not take any action that may prejudice Landlord's ability to assert its warranty rights (if any) without Landlord's prior written consent. Without limiting the foregoing, Tenant reserves the right to install its own security system be as set forth on the Project Site plans and Landlord, notwithstanding any other provision of this Lease to the contrary, understands and agrees that Tenant shall have the right to limit or restrict Landlord's access to the Project Site for reasonable safety and security purposes, but subject to Landlord's rights under Section 14.1 below and as provided for in the ESA and the Development Agreement. Subject to the rights of Tenant under Sections 11.1 and 11.2 hereof, and except as permitted specifications prepared by the Development Agreement and the ESA, all of Tenant's Work shall be completed lien-free and in accordance with all Applicable Law. At architect engaged by Landlord's election, all Tenant's Work shall be coordinated with Landlord's construction manager (who shall not unreasonably interfere with the rendition of Tenant's Work).

Tenant’s Work. For purposes (a) Subject to the provisions of Article 12 herein, Tenant shall, at Tenant’s sole cost, perform or cause the performance of all alterations, installations, additions and improvements that shall be required to be made in or to the Premises in order to prepare the Premises, or any portion thereof, for Tenant’s initial occupancy for the Permitted Use (“Tenant’s Work”). All materials used in connection with Tenant’s Work shall be new and first quality and Tenant’s Work shall be performed in a good and workmanlike manner. Tenant’s Work shall constitute Tenant’s Changes (as hereinafter defined) and is subject to all of the terms and conditions set forth in Article 12 hereof attached hereto. Tenant shall deliver copies of all of its detailed plans, drawings and specifications for Tenant’s Work to Landlord for its review and approval promptly following the mutual execution and delivery of this Article 5Lease. Tenant shall be in default hereunder if Tenant fails to complete Tenant’s Work pursuant to the terms and conditions contained herein within twelve (12) months after Landlord’s approval of said detailed plans, drawings and specifications for Tenant’s Work. (b) Provided this Lease shall be in full force and effect and no Event of Default (as hereinafter defined) shall have occurred and be continuing, Landlord shall reimburse Tenant for the cost of Tenant’s Work actually incurred by Tenant which constitute Qualified Alterations (as hereinafter defined), as approved by Landlord pursuant hereto and which are actually made by Tenant within six (6) months of the Commencement Date up to a maximum amount of Landlord’s Contribution. As used herein, the term "Tenant's Work" “Qualified Alterations” shall mean the labor and refer materials used by Tenant to construct Tenant’s Changes which are permanent leasehold improvements in and to the construction Premises in compliance with this Lease after the date hereof including electrical work, replacement of existing lighting, painting and the installation of all aspects of carpeting, and Soft Costs (as hereinafter defined), subject to the Project as limitations set forth herein. Qualified Alterations shall expressly exclude (and Landlord’s Contribution shall not be applied to) architect’s and engineer’s fees and costs of permits (collectively, “Soft Costs”) in detail excess of Nineteen Thousand Six Hundred Eighty-Seven and 50/100 ($19,687.50) Dollars in the Development Agreementaggregate, including the Improvementscost of interest or late charges, or labor and materials and such services used to furnish trade fixtures, furniture, furnishings, moveable business equipment, and all other equipment, fixtures, pipes, wiring, mechanical systems and other any personal property and systems necessary to the operation of the Projectwhatsoever. All of Tenant's work shall be done in the manner required by the Development Agreement and shall be completely lien-free (except as provided in Sections 11.1 and 11.2 hereof, and except Except as otherwise permitted by the Development Agreement and the ESA). Tenant shall use commercially reasonable efforts to obtain warranties for Tenant's Work from its contractors and to enforce such warranties so that defects in Tenant's Work are corrected. If any warranties are not assignable to Landlordexpressly set forth herein, Tenant shall nevertheless use reasonable diligence complete Tenant’s Work in accordance with the plant approved in writing by Landlord, whether or not Landlord’s Contribution is sufficient to keep fund such warranties in effect and to enforce completion. To the same. Tenant further agrees extent that if it determines that any portion of the Tenant's Work contains a material defectQualified Alterations are less than Landlord’s Contribution, it shall promptly notify Landlord of such defect and of the action which Tenant proposes to take or requires its contractors to take to remedy the same, provided that Tenant shall not take be entitled to receive any action that may prejudice Landlord's ability to assert its warranty rights (if any) without Landlord's prior written consent. Without limiting the foregoingsuch excess, Tenant reserves the right to install its own security system on the Project Site and Landlordwhether as a credit, notwithstanding any other provision of this Lease to the contraryrefund, understands and agrees that Tenant shall have the right to limit abatement or restrict Landlord's access to the Project Site for reasonable safety and security purposes, but subject to Landlord's rights under Section 14.1 below and as provided for in the ESA and the Development Agreement. Subject to the rights of Tenant under Sections 11.1 and 11.2 hereof, and except as permitted by the Development Agreement and the ESA, all of Tenant's Work shall be completed lien-free and in accordance with all Applicable Law. At Landlord's election, all Tenant's Work shall be coordinated with Landlord's construction manager (who shall not unreasonably interfere with the rendition of Tenant's Work)otherwise.

Tenant’s Work. For purposes of this Article 5The facilities, the term "Tenant's Work" shall mean materials, and refer work to the construction be furnished, installed, and installation of all aspects of the Project as set forth in detail performed in the Development AgreementPremises by Tenant are referred to as the “Tenant’s Work,” which shall include any and all installations, including the Improvementsmaterials, and all work which may be undertaken by or for the account of Tenant other equipmentthan Landlord’s Work described in ¶ 8.1 above, fixturesto prepare, pipesequip, wiringdecorate, mechanical systems and other property furnish the Premises and/or Premises for Tenant’s continued occupancy and systems necessary to shall include the operation of the Project. All connection and/or rewiring of Tenant's work shall be done in the manner required by the Development Agreement ’s telephone and shall be completely lien-free (except as provided in Sections 11.1 and 11.2 hereof, and except as otherwise permitted by the Development Agreement and the ESA)data lines. Tenant shall use commercially reasonable efforts not permit any liens to accrue or be filed against the Building or Development in connection the Tenant’s performance of Tenant’s Work. Tenant shall obtain warranties all necessary permits for Tenant's Work from its contractors and to enforce such warranties so that defects in Tenant's Work are corrected. If any warranties are not assignable to Landlord’s Work, Tenant shall nevertheless use reasonable diligence to keep such warranties in effect and to enforce the same. Tenant further agrees that if it determines that any portion of the Tenant's Work contains a material defect, it shall promptly notify Landlord of such defect and of the action which Tenant proposes to take or requires its contractors to take to remedy the same, provided that Tenant shall not take any action that may prejudice Landlord's ability to assert its warranty rights (if any) without Landlord's prior written consent. Without limiting the foregoing, Tenant reserves the right to install its own security system on the Project Site and Landlord, notwithstanding any other provision of this Lease to the contrary, understands and agrees that Tenant shall have the right to limit or restrict Landlord's access to the Project Site for reasonable safety and security purposes, but subject to Landlord's rights under Section 14.1 below and as provided for in the ESA and the Development Agreement. Subject to the rights of Tenant under Sections 11.1 and 11.2 hereof, and except as permitted by the Development Agreement and the ESA, all of Tenant's Work shall be completed lien-free in compliance with all applicable Laws and codes and in accordance with all Applicable Lawthe highest standards of best construction practices. At The parties agree that Tenant’s Work, to be completed by Tenant under Landlord's election’s supervision, all as provided in the Lease, at Tenant's Work ’s sole cost and expense as soon as reasonably feasible after the Effective ▇▇▇▇, shall be coordinated with Landlord's construction manager include the following items and the following items only: (who shall not unreasonably interfere with a) reconfiguration the rendition existing Premises to create areas designated A, D, E, F, & G as shown on the site plan attached hereto as Exhibit B and incorporated herein by reference (the “Site Plan”); (b) repair of Tenant's Work)the HVAC serving the main conference room — apply up to $3K in TI’s for upgraded compressor. (c) remodeling of kitchenette; (d) installation of light tubes for Area A shown on the Site Plan; (e) installation of carpet for Areas A, B, C, D, E, F, & G as shown on the Site Plan; (f) installation of a keycard access system; (g) update ▇▇▇▇. ▇ external paint accent colors to match ▇▇▇▇. ▇

Tenant’s Work. For purposes (A) Tenant shall accept the Premises in their as-is condition without any obligation on the Landlord’s part to perform any additions, alterations, improvements, demolition or other work therein or pertaining thereto. Tenant, at its sole cost and expense, shall perform all work necessary to prepare the Premises for Tenant’s occupancy in accordance with plans and specifications prepared by an architect, licensed by the Commonwealth of Massachusetts and reasonably approved by Landlord, such plans and specifications to be subject to the reasonable approval of the Landlord. Tenant shall submit to Landlord no later than forty-five (45) days after the date of this Article 5Lease, a detailed floor plan layout together with working drawings (the term "“Tenant's ’s Submission”) for work to be performed by Tenant to prepare the Premises for Tenant’s occupancy (“Tenant’s Work" ”). Such floor plan layout and working drawings (the “Plans”) shall mean contain at least the information required by, and refer shall conform to the construction requirements of, Exhibit B-2. Provided that the Plans contain at least the information required by, and installation of all aspects conform to the requirements of, said Exhibit B-2, Landlord’s approval of the Project Plans shall not be unreasonably withheld, conditioned or delayed; however, Landlord’s determination of matters relating to aesthetic issues relating to alterations or changes which are visible outside the Premises during daylight hours shall be in Landlord’s sole discretion. Landlord agrees to review and provide comments on the Plans within fifteen (15) business days of receipt. If Landlord disapproves of any Plans, then Tenant shall promptly have the Plans revised by its architect to incorporate all objections and conditions presented by Landlord and shall resubmit such plans to Landlord no later than ten (10) business days after Landlord has submitted to Tenant its objections and conditions. Such process shall be followed until the Plans shall have been approved by the Landlord without objection or condition. (B) Once the Plans have been approved by Landlord, Tenant, at its sole cost and expense, shall promptly, and with all due diligence, perform Tenant’s Work as set forth on the Plans, and, in detail in connection therewith, the Development Agreement, including the Improvements, Tenant shall obtain all necessary governmental permits and all other equipment, fixtures, pipes, wiring, mechanical systems and other property and systems necessary to the operation of the Projectapprovals for Tenant’s Work. All of Tenant's work shall be done in the manner required by the Development Agreement and shall be completely lien-free (except as provided in Sections 11.1 and 11.2 hereof, and except as otherwise permitted by the Development Agreement and the ESA). Tenant shall use commercially reasonable efforts to obtain warranties for Tenant's Work from its contractors and to enforce such warranties so that defects in Tenant's Work are corrected. If any warranties are not assignable to Landlord, Tenant shall nevertheless use reasonable diligence to keep such warranties in effect and to enforce the same. Tenant further agrees that if it determines that any portion of the Tenant's Work contains a material defect, it shall promptly notify Landlord of such defect and of the action which Tenant proposes to take or requires its contractors to take to remedy the same, provided that Tenant shall not take any action that may prejudice Landlord's ability to assert its warranty rights (if any) without Landlord's prior written consent. Without limiting the foregoing, Tenant reserves the right to install its own security system on the Project Site and Landlord, notwithstanding any other provision of this Lease to the contrary, understands and agrees that Tenant shall have the right to limit or restrict Landlord's access to the Project Site for reasonable safety and security purposes, but subject to Landlord's rights under Section 14.1 below and as provided for in the ESA and the Development Agreement. Subject to the rights of Tenant under Sections 11.1 and 11.2 hereof, and except as permitted by the Development Agreement and the ESA, all of Tenant's ’s Work shall be completed lien-free performed strictly in accordance with the Plans (subject to minor and insubstantial field changes that have no material impact on the structure or building systems of the Office Area and will not delay Tenant’s Work), all applicable Legal Requirements and Insurance Requirements (as defined in Section 9.1 of the Lease) and in accordance with all Applicable Lawthe provisions of Article IX of the Lease. At Landlord's election, all Tenant's Work It shall be coordinated with Landlord's construction manager (who Tenant’s obligation to obtain a certificate of occupancy or other like governmental approval for the use and occupancy of the Premises to the extent required by law, and Tenant shall not unreasonably interfere occupy the Premises for the conduct of business until and unless it has obtained such approval and has submitted to Landlord a copy of the same together with the rendition waivers of lien from all of Tenant's Work).’s contractors in form attached hereto as Exhibit G.

Tenant’s Work. For purposes of this Article 5(A) Tenant shall accept the Premises in their as-is condition without any obligation on the Landlord’s part to perform any additions, the term "Tenant's Work" shall mean and refer to the construction and installation of all aspects of the Project alterations, improvements, demolition or other work therein or pertaining thereto except as otherwise expressly set forth in detail in the Development AgreementLease. Tenant, including the Improvementsat its sole cost and expense, and shall perform all other equipment, fixtures, pipes, wiring, mechanical systems and other property and systems work necessary to prepare the operation Premises for Tenant’s occupancy in accordance with plans and specifications prepared by an architect, licensed by the Commonwealth of Massachusetts and reasonably approved by Landlord, such plans and specifications to be subject to the reasonable approval of the ProjectLandlord. All Landlord hereby approves of Unispace as the Tenant's work shall be done in the manner required by the Development Agreement and shall be completely lien-free (except as provided in Sections 11.1 and 11.2 hereof, and except as otherwise permitted by the Development Agreement and the ESA)’s architect. Tenant shall use commercially reasonable efforts submit to obtain warranties Landlord a detailed floor plan layout together with working drawings (the “Tenant’s Submission”) for work to be performed by Tenant to prepare the Premises for Tenant's Work from its contractors ’s occupancy (“Tenant’s Work”). Such floor plan layout and working drawings (the “Plans”) shall contain at least the information required by, and shall conform to enforce such warranties so the requirements of, Exhibit B-2. Provided that defects in Tenant's Work are correctedthe Plans contain at least the information required by, and conform to the requirements of, said Exhibit B-2, Landlord’s approval of the Plans shall not be unreasonably withheld, conditioned or delayed. If Landlord disapproves of any warranties are not assignable Plans, then Tenant shall promptly have the Plans revised by its architect to incorporate all objections and conditions presented by Landlord and shall resubmit such plans to Landlord as soon as practically possible after Landlord has submitted to Tenant its objections and conditions. Such process shall be followed until the Plans shall have been approved by the Landlord without objection or condition. Once the Plans have been approved by Landlord, Tenant shall nevertheless use reasonable diligence to keep such warranties in effect and to enforce the same. Tenant further agrees that if it determines that any portion of the Tenant's Work contains a material defect, it shall promptly notify Landlord of such defect and of the action which Tenant proposes to take or requires its contractors to take to remedy the same, provided that Tenant shall not take any action that may prejudice Landlord's ability to assert its warranty rights (if any) without Landlord's prior written consent. Without limiting the foregoing, Tenant reserves the right to install its own security system on the Project Site and Landlord, notwithstanding any other provision of this Lease to the contrary, understands and agrees that Tenant shall have the right to limit change, modify or restrict Landlord's access amend such Plans, subject to the Project Site reasonable approval by Landlord of such changes, modifications or amendments as otherwise herein provided. Notwithstanding the foregoing, Landlord’s initial approval, or disapproval with supporting specific reasons, shall be provided to Tenant within ten (10) days of Landlord’s receipt, except that if Landlord reasonably determines that it must engage an outside consultant in connection with its review and approval of the Plans (i.e., because, in Landlord’s reasonable judgment, Landlord’s staff does not have the appropriate skills to perform such review), the period for reasonable safety Landlord’s review of the Plans shall be ten (10) business days after Landlord’s receipt. Future approvals, or disapprovals with supporting specific reasons, for subsequent submittals of corrections or changes, shall be provided to Tenant within three (3) business days of Landlord’s receipt. (B) Once the Plans have been approved by Landlord, Tenant, at its sole cost and security purposesexpense, but subject to Landlord's rights under Section 14.1 below and as provided for in the ESA and the Development Agreement. Subject to the rights of Tenant under Sections 11.1 and 11.2 hereofshall promptly, and except with all due diligence, perform Tenant’s Work as permitted by set forth on the Development Agreement Plans, and, in connection therewith, Tenant shall obtain all necessary governmental permits and the ESA, all approvals for Tenant’s Work. All of Tenant's ’s Work shall be completed lien-free performed strictly in accordance with the Plans and in accordance with all Applicable Lawapplicable Legal Requirements (as defined in Section 1.2 hereof) and Insurance Requirements (as defined in Section 5.12 of the Lease). At Tenant shall have Tenant’s Work performed by contractors, reasonably approved by Landlord's election, all which contractors shall provide to Landlord such insurance as required by Section 8.14 of the Lease. Landlord hereby acknowledges that it has approved the contractors listed on Exhibit B-3 to act as Tenant's Work ’s contractor with respect to Tenant’s Work. Landlord shall be coordinated with Landlord's construction manager (who shall not unreasonably interfere with have the rendition of Tenant's Work).right, in accordance with

Tenant’s Work. For purposes (a) Tenant shall prepare, at its sole cost and expense (against which the Landlord’s Contribution may be applied), a set of this Article 5, design/development plans in substantial conformity with the term "Tenant's Work" shall mean concept plan approved by Landlord (subject to Landlord’s review of further details regarding access and refer to the construction and installation of all aspects maintenance of the Project tel/data room and access, maintenance and ventilation issues in connection with components located on the third floor along the window line) and attached hereto as Exhibit G, Tenant Design and Construction Guidelines attached hereto as Exhibit H (“Tenant Design and Construction Guidelines”) and the allocation of responsibilities set forth in detail the Landlord/Tenant Matrix sufficient for Landlord to approve Tenant’s proposed design of the Premises (“Design/Development Plans”), and a full set of final permit-ready construction drawings (“Final Construction Drawings”) for the interior finish and layout of the initial improvements (“Tenant’s Work”) which Tenant desires to have performed in the Premises. The Design/ Development AgreementPlans and the Final Construction Drawings are collectively referred to herein as the “Plans.” Provided that no Default has occurred and remains outstanding, including Landlord shall reimburse Tenant up to $4,358.60 ($.10 per RSF) for out of pocket costs incurred in preparing the Improvementsinitial test fit of the Premises. (b) The Plans shall be submitted to Landlord, together with a construction budget setting forth the anticipated costs for the Tenant’s Work, and all other equipment, fixtures, pipes, wiring, mechanical systems and other property and systems necessary to the operation Landlord shall approve or disapprove of the ProjectPlans, which approval shall not be unreasonably withheld, conditioned or delayed, and Landlord shall respond in any event within fifteen (15) days of receiving them. All of Tenant's No work shall be done conducted by or on behalf of Tenant until the Final Construction Drawings have been approved for such work in writing by Landlord. At Tenant’s sole cost and expense (against which the manner required by the Development Agreement and shall Landlord’s Contribution may be completely lien-free (except as provided in Sections 11.1 and 11.2 hereofapplied), and except as otherwise permitted by the Development Agreement and the ESA). Tenant shall use commercially reasonable efforts cause the Plans to obtain warranties be revised in a manner sufficient to remedy the Landlord’s objections and/or respond to the Landlord’s concerns and for Tenant's Work from its contractors and such revised Plans to enforce such warranties so that defects in Tenant's Work are corrected. If any warranties are not assignable be redelivered to Landlord, Tenant and Landlord shall nevertheless use reasonable diligence to keep approve or disapprove such warranties in effect and to enforce the same. Tenant further agrees that if it determines that any portion portions of the Plans to which Landlord previously commented within seven (7) Business Days following the date of resubmission. Landlord’s failure to timely respond to Tenant's Work contains a material defect’s submitted Plans or revised Plans shall be deemed to be approval thereof provided that upon submitting such plans, it shall promptly notify Tenant provides written notice to Landlord stating “IF LANDLORD FAILS TO RESPOND TO THE ENCLOSED PLANS WITHIN 15 DAYS (OR 7 BUSINESS DAYS AS APPLICABLE), LANDLORD’S APPROVAL SHALL BE DEEMED GIVEN PURSUANT TO SECTION 5.2(b) OF THE LEASE” in upper case boldface type in the top margin of such defect notice. Landlord’s approval is solely given for the benefit of Landlord and of the action which Tenant proposes to take or requires its contractors to take to remedy the same, provided that under this Section and neither Tenant shall not take nor any action that may prejudice Landlord's ability to assert its warranty rights (if any) without Landlord's prior written consent. Without limiting the foregoing, Tenant reserves the right to install its own security system on the Project Site and Landlord, notwithstanding any other provision of this Lease to the contrary, understands and agrees that Tenant third party shall have the right to limit rely upon Landlord’s approval of the Plans for any other purpose whatsoever. (c) Landlord shall not charge Tenant any coordination, overhead or restrict contractor supervision fees in connection with Tenant’s Work; provided, however that Landlord shall be reimbursed from the Landlord's access to ’s Contribution for any third-party, out of pocket expenses incurred by Landlord in connection with the Project Site for reasonable safety review and security purposesapproval of Tenant’s Work. (d) The Plans shall be stamped by a Massachusetts registered architect and engineer, but such architect and engineer and Tenant’s general contractor and subcontractors, being subject to Landlord's rights under Section 14.1 below ’s prior approval, which shall not be unreasonably withheld, conditioned or delayed, and as provided for in shall comply with the ESA Legal Requirements and the Development Agreementrequirements of the Tenant Design and Construction Guidelines. Subject The final approved Plans shall be in a form satisfactory to the rights of Tenant under Sections 11.1 appropriate governmental authorities responsible for issuing permits, approvals and 11.2 hereof, and except as permitted by the Development Agreement and the ESA, all of licenses required for Tenant's ’s Work. (e) Tenant’s Work shall be completed lien-free and in accordance with all Applicable Lawthe Plans and no material changes to Tenant’s Work shall occur without Landlord’s approval as set forth herein. At Landlord's election, all All of the Tenant's ’s Work shall be coordinated with Landlord's construction manager (who shall not unreasonably interfere performed in accordance with the rendition requirements set forth in the Tenant Design and Construction Guidelines and completed in a first class workmanlike manner. Tenant shall be solely responsible for the effect of the Tenant’s Work on the Building’s structure and systems, whether or not Landlord has consented to the Alterations, and shall reimburse Landlord on demand for any costs incurred by Landlord by reason of any faulty work done by Tenant or its contractors. All of Tenant's Work)’s Work shall be performed in such manner as to maintain harmonious labor relations and to minimize any material interference with Building operations or other construction work being performed within the Building. (f) Tenant shall use diligent efforts to keep the Project and Tenant’s leasehold interest therein free of any liens or claims of liens arising from acts or omissions of Tenant, or its subtenants, contractors or others claiming by, through or under Tenant, and shall discharge or bond any such liens within ten (10) Business Days following notice to Tenant of their filing. Before commencement of any work, upon Landlord’s request, Tenant’s contractor shall provide a payment, performance and lien indemnity bond required by Landlord. Tenant shall provide evidence of such insurance as Landlord may reasonably require, naming Landlord as an additional insured. Tenant shall indemnify Landlord and hold it harmless from and against any cost, claim, or liability arising from any work done by or at the direction of Tenant. (g) All alterations affixed to the Premises shall become part thereof and remain therein at the end of the Term unless otherwise agreed to by Landlord and Tenant. However, if Landlord gives Tenant a notice, at the time Landlord approves the Plans, to remove any alterations, Tenant shall do so and shall pay the cost of removal and any repair required by such removal. (h) All of Tenant’s personal property, trade fixtures, equipment, furniture, movable partitions, and any alterations not affixed to the Premises shall remain Tenant’s property, removable at any time. If Tenant fails to remove any such materials at the end of the Term, Landlord may do so and store them at Tenant’s expense, without liability to Tenant, and may sell them at public or private sale and apply the proceeds to any amounts due hereunder, including costs of removal, storage and sale.

Tenant’s Work. For purposes The Tenant acknowledges and agrees that, except for the Landlord’s Work, the Tenant accepts the Leased Premises on an “as is, where is” basis, and that the Landlord has made no representation or warranty whatsoever as to the condition of the Leased Premises and/or the suitability thereof for the Tenant’s intended use. The Tenant shall be responsible for all other work which may be required to be completed in, on or to the Leased Premises (subject to the provisions of this Article 5Lease) in order for the Tenant to occupy, use and enjoy the Leased Premises and conduct its business therefrom (the “Tenant’s Work”). Prior to commencement of the Fixturing Period, the term "Tenant shall provide a copy of its plans and specifications for the Tenant's Work" shall mean and refer ’s Work to the construction Landlord for its prior written approval prior to commencing construction, which approval shall not be unreasonably withheld or delayed. The Tenant agrees that, on or before July 6, 2004, it shall provide the Landlord with the following preliminary plans, drawings and installation of all aspects specifications for the approval of the Project as set forth Landlord (where required) in detail in accordance with the Development Agreementterms of this Lease, namely: • Architectural; • Structural (if any); • Electrical; • Mechanical, including plumbing, heating, air conditioning, sprinklers, ventilation and instrumentation (collectively the Improvements, and all other equipment, fixtures, pipes, wiring, mechanical systems and other property and systems necessary to the operation of the Project. All of “Tenant's work shall be done in the manner required by the Development Agreement and shall be completely lien-free (except as provided in Sections 11.1 and 11.2 hereof, and except as otherwise permitted by the Development Agreement and the ESA’s Plans”). Tenant The Landlord shall use commercially reasonable efforts to obtain warranties for Tenant's Work from its contractors and to enforce such warranties so that defects in Tenant's Work are corrected. If any warranties are not assignable to Landlord, Tenant shall nevertheless use reasonable diligence to keep such warranties in effect and to enforce the same. Tenant further agrees that if it determines that any portion have a period of thirty (30) days following submission of the Tenant's Work contains a material defect, it shall promptly notify ’s Plans to the Landlord of such defect and of the action within which Tenant proposes to take or requires its contractors to take to remedy the approve same, provided that Tenant shall such approval not take any action that may prejudice Landlord's ability to assert its warranty rights be unreasonably withheld. If the Tenant’s Plans are not approved or acting reasonably disapproved by the Landlord within thirty (if any30) without Landlord's prior written consent. Without limiting days following the foregoing, Tenant reserves the right to install its own security system on the Project Site and Landlord, notwithstanding any other provision of this Lease submission thereof to the contraryLandlord for its approval, understands and agrees that the Tenant shall have a period of five (5) business days thereafter to terminate this Lease without penalty. In the right event the Tenant elects to limit terminate, this Lease shall be null and void and of no further force or restrict effect. If within five (5) business days following the expiry of the thirty (30) day period for the approval of the Tenant’s Plans by the Landlord's access , the Tenant does not elect to terminate this Lease by written notice to the Project Site for reasonable safety Landlord, this Lease shall remain in full force and security purposes, but subject to Landlord's rights under Section 14.1 below and as provided for in the ESA and the Development Agreement. Subject to the rights of Tenant under Sections 11.1 and 11.2 hereof, and except as permitted by the Development Agreement and the ESA, all of Tenant's Work shall be completed lien-free and effect in accordance with all Applicable Lawits terms. At Landlord's election, all The Tenant shall complete the Tenant's ’s Work shall be coordinated with Landlord's construction manager (who shall not unreasonably interfere in accordance with the rendition of Tenant's Work)’s Plans approved by the Landlord, in a good and workmanlike manner and in compliance with all applicable laws.

Tenant’s Work. For purposes of this Article 5On and after the Commencement Date, the term "Tenant's Work" shall mean , at its sole cost and refer expense (subject to the construction TI Allowance), shall be responsible for constructing initial improvements in and installation of all aspects of the Project as set forth in detail in the Development Agreement, including the Improvements, and all other equipment, fixtures, pipes, wiring, mechanical systems and other property and systems necessary to the operation of Premises in accordance with the Project. All of work exhibit attached hereto as Exhibit B (collectively, “Tenant's work shall be done in the manner required by the Development Agreement and shall be completely lien-free (except as provided in Sections 11.1 and 11.2 hereof, and except as otherwise permitted by the Development Agreement and the ESA’s Work”). Tenant shall use commercially reasonable efforts to obtain warranties for Tenant's Work from its contractors and to enforce such warranties so that defects in Tenant's Work are corrected. If any warranties are not assignable to LandlordIn addition, during this time period, Tenant shall nevertheless have the exclusive right to use reasonable diligence and control physical access to keep such warranties in effect the Premises (subject to Landlord’s rights and to enforce the same. Tenant further agrees that if it determines that any portion of the Tenant's Work contains a material defectobligations under this Lease), it shall promptly notify Landlord of such defect and of the action which Tenant proposes to take or requires its contractors to take to remedy the sameincluding but not limited to, provided that Tenant shall not take any action that may prejudice Landlord's ability to assert its warranty rights (if any) without Landlord's prior written consent. Without limiting the foregoing, Tenant reserves the right to install its own security system furniture, furnishings and equipment in the Premises, generally prepare the Premises for occupancy and actually occupy the Premises for the conduct of business, without any of the foregoing causing an acceleration of the Rent Commencement Date. Tenant shall complete all of Tenant’s Work in good and workmanlike manner in accordance with the plans and specifications approved by Landlord and Tenant as provided in Exhibit B, as the same may be amended from time to time (subject to written approval by Landlord and Tenant), and shall use reasonable efforts to complete Tenant’s Work on or before the Project Site Rent Commencement Date, provided, however, that any failure by Tenant to complete Tenant’s Work before the stated Rent Commencement Date shall not postpone or delay such date, unless such failure is caused by Landlord or Landlord’s employees, agents or contractors, in which case the Rent Commencement Date shall be delayed two (2) days for every day of delay in the completion of Tenant’s Work caused by Landlord or Landlord’s employees, agents or contractors, provided, however, that any such delay of the Rent Commencement Date shall be expressly conditioned on Tenant’s diligent submission of plans and specifications for Tenant’s Work for Landlord review and approval in accordance with the terms and conditions of Exhibit B attached hereto and Tenant’s diligent and continuous prosecution of Tenant’s Work following Landlord’s approval of such plans and specifications. If any aspect of Tenant’s Work would affect any Building Systems (as hereinafter defined), notwithstanding any other provision of this Lease to the contrary, understands and agrees that Tenant Landlord shall have the right to limit or restrict reasonably require Tenant to utilize Landlord's access to ’s pre-approved vendors and/or contractors in connection with such work. All Tenant Improvements, as defined in Exhibit B, shall remain the Project Site for reasonable safety and security purposes, but subject to Landlord's rights under Section 14.1 below and as provided for in the ESA and the Development Agreement. Subject to the rights property of Tenant under Sections 11.1 and 11.2 hereof, and except as permitted by during the Development Agreement and the ESA, all of Tenant's Work shall be completed lien-free and in accordance with all Applicable Law. At Landlord's election, all Tenant's Work shall be coordinated with Landlord's construction manager (who shall not unreasonably interfere with the rendition of Tenant's Work)Term.

Tenant’s Work. For purposes Tenant, through its contractor, and at its cost, but subject to reimbursement from the Tenant Allowance, shall be responsible for the construction of this Article 5all improvements to the Premises for the operation of Tenant’s business at the Premises (“Tenant’s Work”). Tenant anticipates that the Tenant’s Work will be completed in multiple phases, which shall be identified and defined in Tenant’s Plans (each a “Phase”) for each such Phase. Tenant’s Work shall also include, but not be limited to, the term "Tenant's Work" shall mean following: (a) all improvements to be constructed by Tenant at the Premises pursuant to Tenant Plans (as defined below) and refer to the construction and installation of all aspects of the Project as obligations set forth in detail in this exhibit and the Development AgreementLease; (b) all trade fixtures, including the Improvements, and all other equipment, fixturesfurniture, pipesfurnishings, wiringdecorating (including wall and floor coverings), mechanical telephone equipment, electronic, internet and data cabling, or other personal property; (c) all interior and exterior signs and design elements; (d) interior or exterior identification or way finding improvements and signs; (e) lighting, fire and life safety and building management systems and any other property and systems necessary to improvements within the Premises needed for the operation of Tenant’s business at the ProjectPremises; (f) additional or supplemental HVAC units; (g) improvements or modifications located anywhere within the Premises that are needed for compliance with Governmental Regulations as a result of: (1) Tenant’s Work; or (2) the use of the Premises for the Permitted Use; or (3) any construction or alterations to the Premises made by Tenant; and (h) all modifications needed to the Premises as a result of changes in Governmental Regulations after the Delivery Date in accordance with Section 3.7 of this Lease. All of Tenant's work ’s Work shall be done undertaken and completed in a good and workmanlike manner and in compliance with the manner required by terms of the Development Agreement Lease, this exhibit and shall be completely lien-free (except as provided in Sections 11.1 and 11.2 hereof, and except as otherwise permitted by the Development Agreement and the ESA)all Governmental Regulations. Tenant shall use commercially reasonable efforts to obtain warranties ensure that all skill and workmanship in Tenant’s Work shall be of uniformly high quality, and in accordance with the good standards of practice. All improvements for Tenant's ’s Work from its contractors and shall be a commercial standard comparable to enforce such warranties so that defects similar buildings in the Minnetonka Corporate Center, which is where the Premises is located. Prior to commencement of each Phase of Tenant's Work are corrected. If any warranties are not assignable to Landlord’s Work, Tenant shall nevertheless use also furnish Landlord with a construction schedule that identifies the timing for major components of such Phase of Tenant’s Work and copies of all construction contracts and subcontracts that Tenant receives. Tenant is authorized to enter the Premises and perform the first phase of Tenant’s Work commencing on the Delivery Date; provided that Tenant may not proceed with any phase of Tenant’s Work until the date that Tenant obtains all approvals of Landlord required under this exhibit, including, but not limited to, the approval by Landlord of Tenant Plans for the first Phase of Tenant’s Work and Tenant’s general contractor. Upon Tenant’s authorization to enter the Premises and perform Tenant’s Work, Tenant shall proceed with reasonable diligence to keep such warranties complete Tenant’s Work in effect and accordance with Tenant Plans approved by the parties so as to enforce the sameallow Tenant to operate its business. Tenant further agrees anticipates that if it determines the first Phase of Tenant’s Work will be substantially completed by the Rent Commencement Date. Tenant shall pay Rent in accordance with the Lease regardless of when Tenant’s Work is substantially completed. Upon completion of each Phase of Tenant’s Work, Tenant shall notify Landlord that any the Phase of Tenant’s Work has been completed and is available for inspection for conformance with the approved Tenant Plans. Tenant shall provide the following to Landlord upon substantial completion of each Phase of Tenant’s Work: (i) full and final lien releases from the general contractor and all subcontractors; (ii) a sworn construction statement from the general contractor referencing the total costs incurred for the completion of the current Phase of Tenant’s Work; (iii) to the extent available based on the portion of the Tenant's ’s Work contains included in such Phase, a material defect, it final certificate of occupancy or other similar documentation from the government agency having jurisdiction; and (iv) a written statement from Tenant’s architect or contractor that the current Phase of Tenant’s Work is substantially completed in accordance with Tenant Plans. All documentation required to be provided to Landlord shall promptly notify Landlord of such defect and of the action which Tenant proposes to take or requires its contractors to take to remedy the same, provided that Tenant shall not take any action that may prejudice Landlord's ability to assert its warranty rights (if any) without Landlord's prior written consent. Without limiting the foregoing, Tenant reserves the right to install its own security system on the Project Site and Landlord, notwithstanding any other provision of this Lease to the contrary, understands and agrees that Tenant shall have the right to limit or restrict Landlord's access to the Project Site for reasonable safety and security purposes, but subject be in a form reasonably acceptable to Landlord's rights under Section 14.1 below and . All improvements defined as provided for in the ESA and the Development Agreement. Subject to the rights of Tenant under Sections 11.1 and 11.2 hereof, and except as permitted by the Development Agreement and the ESA, all of Tenant's ’s Work shall be completed lien-free and owned by Tenant until the Expiration Date or sooner termination of this Lease, at which time ownership shall vest in Landlord in accordance with all Applicable Law. At Landlord's election, all Tenant's Work shall be coordinated with Landlord's construction manager (who shall not unreasonably interfere with the rendition of Tenant's Work).with

Tenant’s Work. For purposes of this Article 5, the term "Tenant's Work" shall mean and refer to the construction and installation of all aspects of the Project as set forth in detail in the Development Agreement, including the Improvements, and all other equipment, fixtures, pipes, wiring, mechanical systems and other property and systems necessary to the operation of the Project. All of Tenant's work shall be done in the manner required by the Development Agreement and shall be completely lien-free (except as provided in Sections 11.1 and 11.2 hereof, and except as otherwise permitted by the Development Agreement and the ESA). a) The Tenant shall use commercially reasonable efforts to obtain warranties for carry out its own fixturing at its own cost and expense as described in Schedule “H” attached hereto (the “Tenant's Work from its contractors and to enforce such warranties so that defects in Tenant's Work are corrected. If any warranties are not assignable to Landlord, Tenant shall nevertheless use reasonable diligence to keep such warranties in effect and to enforce the same. Tenant further agrees that if it determines that any portion of the Tenant's Work contains a material defect, it shall promptly notify Landlord of such defect and of the action which Tenant proposes to take or requires its contractors to take to remedy the same’s Work”), provided that Tenant shall not take has no obligation to complete any action that may prejudice Landlord's ability to assert its warranty rights (if any) without Landlord's prior written consent. Without limiting the foregoing, Tenant reserves the right to install its own security system on the Project Site and Landlord, notwithstanding any other provision of this Lease to the contrary, understands and agrees that Tenant shall have the right to limit or restrict Landlord's access to the Project Site for reasonable safety and security purposes, but subject to Landlord's rights under Section 14.1 below and as provided for in the ESA and the Development Agreement. Subject to the rights of Tenant under Sections 11.1 and 11.2 hereof, and Tenant’s Work except as permitted may be lawfully required to permit the Premises to be used by the Development Agreement and Tenant as the ESA, all of Tenant may choose to use them. Such Tenant's ’s Work shall be completed lien-free subject to the approval of the Landlord, acting reasonably and without undue delay or constraint and Landlord shall respond to any request for such approval within ten (10) Business Days after receipt of Tenant’s request for approval or such Tenant’s Work will be deemed approved. Save and except for the cost of the Landlord’s Work, the Landlord shall not be obligated to pay any leasehold credit or payment to the Tenant for any Leasehold Improvements. The Tenant agrees to finish the Premises to a standard commensurate with a cGMP facility for the Use. (b) On completion of the Tenant’s Work, the Tenant shall forthwith furnish to the Landlord a statutory declaration stating that: (i) there are no construction liens outstanding against the Premises on account of the Tenant’s Work that have not been bonded off or otherwise addressed to the reasonable approval of the Landlord; (ii) that all accounts for work, services and materials have been paid in full with respect to all of the Tenant’s Work, except for amounts that are being disputed in good faith; (iii) the holdbacks required under the Construction Act have been made and released in accordance with that legislation; together with evidence in writing that: (iv) all Applicable Law. At Landlord's election, all assessments under the Workplace Safety and Insurance Act have been paid; and, (v) that the provisions of the Occupational Health and Safety Act have been adhered to during the completion of the Tenant's Work shall be coordinated with Landlord's construction manager (who shall not unreasonably interfere with the rendition of Tenant's ’s Work).

Tenant’s Work. For purposes A. At Tenant’s sole cost and expense (subject to Landlord’s obligation to pay Landlord’s Contribution, as defined in Subsection 5.2D below), Tenant shall construct additional structural floor levels and retail space within the Building so that the Building will contain four or more floor levels containing an aggregate floor area of this Article 5approximately 130,000 sq. ft., and remove such floors and other interior improvements, structural and non-structural, as Tenant desires (except historical and decorative features required to be preserved by the term "Tenant's Work" shall mean and refer Redevelopment Agreement) to accommodate the construction and installation of all aspects of the Project as set forth in detail in the Development Agreement, including the Improvementssuch additional floor levels, and all perform such other equipmentwork in connection with renovating and remodeling the Building (“Tenant’s Work”) which Tenant may desire and be permitted by the Redevelopment Agreement and approved by the public authorities having jurisdiction, fixtures, pipes, wiring, mechanical systems and other property and systems necessary to the operation of the Project. All of Tenant's which work shall be done accomplished in compliance with all applicable requirements of the Redevelopment Agreement, the Secretary of Interior’s Standards for Rehabilitation of Historic Buildings (if applicable), and the Chicago Landmarks Ordinance, which may, but is not required to, include the following: (i) construction of a new foundation, structural columns and such structural floor levels within the Building as Tenant desires; (ii) attachment of Tenant’s exterior signage and canopies to the Building’s exterior facade; (iii) construction of an enlarged truck dock opening; (iv) construction of new access to the trash dumpster for the Building; (v) various changes in the manner required by the Development Agreement number, size, design and shall be completely lien-free location of window openings, public entry doors and emergency exits; (except vi) construction of such other improvements as provided in Sections 11.1 and 11.2 hereof, and except as otherwise permitted by the Development Agreement and the ESA). Tenant shall use commercially reasonable efforts to obtain warranties are appropriate for Tenant's Work from its contractors and to enforce such warranties so that defects in Tenant's Work are corrected. If any warranties are not assignable to Landlord, Tenant shall nevertheless ’s intended use reasonable diligence to keep such warranties in effect and to enforce the same. Tenant further agrees that if it determines that any portion of the Building; (vii) performing the asbestos abatement work contemplated in ATC Associates’ Asbestos Survey Report dated April 10, 2000; and (viii) tenant finish work to make the Building suitable for Tenant's Work contains ’s initial proposed use as a material defectfirst-class retail building, it shall promptly notify all in accordance with the plans and specifications prepared by or for Tenant. Medinah Temple Lease 16 Landlord of such defect and of the action which Tenant proposes to take or requires its contractors to take to remedy the same, provided that Tenant shall not take any action that may prejudice Landlord's ability to assert its warranty rights (if any) without Landlord's prior written consent. Without limiting the foregoing, Tenant reserves the right to install its own security system on the Project Site and Landlord, notwithstanding any other provision of this Lease to the contrary, understands and agrees that Tenant shall have the right to limit or restrict Landlord's access inspect Tenant’s Work from time to time upon prior notice at L▇▇▇▇▇▇▇’s discretion so long as such inspections do not interfere with T▇▇▇▇▇’s Work. Tenant’s Work shall not include any alterations to the Project Site for reasonable safety exterior facade of the Building facing a public street which are prohibited by the Redevelopment Agreement. Tenant shall retain, where commercially practicable and security purposeseconomically feasible, but subject the historic design and decorative features of the Building, including the stained glass and dome and ceiling treatments, all to Landlord's rights under Section 14.1 below and as provided for the extent specified in the ESA Redevelopment Agreement. Any interior decorative items which Tenant elects not to include in its interior design shall become Landlord’s property and shall be removed by Landlord at its sole expense at such times as Tenant shall require so as not to interfere with the progress of Tenant’s Work. To the extent available, as a result of Tenant’s Work in relation to the windows and the Development Agreement. Subject truck dock, Tenant shall make any facade bricks removed from the Building available to the rights of Landlord for its masonry repairs. B. Tenant under Sections 11.1 shall use reasonable and 11.2 hereof, and except as permitted by the Development Agreement and the ESA, all of Tenant's diligent efforts to cause T▇▇▇▇▇’s Work shall to be completed lien-free and in accordance with the Construction Schedule. C. Tenant shall prosecute Tenant’s Work diligently to completion in a good and workmanlike manner in compliance with all Applicable Lawlegal requirements and insurance requirements established by applicable laws and the requirements of Industrial Risk Insurers. At Landlord shall cooperate with T▇▇▇▇▇’s Work by, among other things, preventing any unreasonable interference by L▇▇▇▇▇▇▇’s employees, agents and contractors and by giving such authorizations as may be reasonably required to establish Tenant’s right to commence construction with all applicable public authorities, utilities, persons, or others from whom any permit, license, or approval is required for any aspect of Tenant’s Work. For a period of eight months following the Delivery Date, without rent or other charges, Landlord shall provide Tenant 1,000 square feet of office space in the Tree Studios Building as Landlord shall reasonably determine for use by Tenant and T▇▇▇▇▇’s contractors, during the course of construction. During such eight-month period, Landlord may, at its option, require to relocate Tenant to another area of the Tree Studios Building and Tenant shall promptly do so at its own expense. Such relocation by Landlord shall only occur once during the eight-month period. Tenant shall keep its construction equipment and materials within the area of the Building. D. If Tenant completes Tenant’s Work and opens T▇▇▇▇▇’s store in the Building in conformance with this Lease, then at any time not later than the third anniversary date of the Delivery Date (referred to herein as the “Contribution Due Date”), Landlord shall pay Tenant the sum of $5,175,000, plus interest thereon from the Delivery Date at the annual rate of 7% compounded annually (“Landlord's election’s Contribution”), all as reimbursement to Tenant for a portion of the cost of Tenant's Work ’s Work. Landlord may prepay Landlord’s Contribution, in whole or in part, without penalty at any time prior to the Contribution Due Date. If Landlord fails to pay L▇▇▇▇▇▇▇’s Contribution in full by the Contribution Due Date, then beginning with the day following the Contribution Due Date any amount remaining unpaid shall bear interest at the Default Rate until paid in full. Although it is Landlord’s expectation that the primary source of funds for repayment of Landlord’s Contribution will be proceeds of tax increment financing bonds to be issued by the City of Chicago (the “TIF Bonds”), as shall be coordinated with more fully described in the Redevelopment Agreement, Landlord acknowledges that except to the limited extent set forth in the final sentence of this Subsection 5.2D (i) Landlord's construction manager ’s obligation to pay Landlord’s Contribution is irrespective of the amount, if any, that Landlord receives in proceeds of TIF Bonds or other TIF Assistance, and (who ii) the failure of Landlord to receive TIF Bond proceeds or other TIF Assistance in an amount sufficient to pay Landlord’s Contribution shall be no defense whatsoever to Landlord’s obligation to pay to Tenant Landlord’s Contribution on the Contribution Due Date. Landlord hereby grants Tenant a security interest in such proceeds as Landlord receives from the sale of TIF Bonds (and in the event the TIF Bonds are not issued, a security interest in proceeds of a sale of the TIF Note, as that term shall be defined in the Redevelopment Agreement), subject and subordinate to the first priority security interest of LaSalle Bank, National Association (“LaSalle Bank”) to such TIF Bond proceeds (and such TIF Note proceeds) securing repayment in full (including all accrued interest) of LaSalle Bank’s $8,200,000 loan to Landlord (and others), which loan is dated on or about the date of this Lease. Landlord shall execute from to time such instruments as Tenant may reasonably request to confirm or perfect such subordinated security interest, and Tenant shall execute from time to time such documents as may be reasonably necessary to confirm the subordination of its security interest to the lien against the Land and other security interests of LaSalle Bank in the Development Project. Landlord shall not unreasonably interfere with use any failure of Tenant to perform its obligations hereunder as an offset against Landlord’s obligation to pay Landlord’s Contribution, except (i) a failure of Tenant to open the rendition Premises for business as provided in Section 5.3 below; and (ii) a failure of Tenant to have expended Tenant's Work).’s Commitment as provided in Section 1.5C (ii) above. Medinah Temple Lease 17

Tenant’s Work. For purposes of this Article 5, the term "Tenant's Work" Work shall mean and refer to the construction and installation any work performed by or on behalf of all aspects of the Project as set forth in detail Tenant in the Development Agreement, including the Improvements, Additional Space which is not included in Landlord's Work or otherwise performed by Landlord on behalf of Tenant. Contractors and all other equipment, fixtures, pipes, wiring, mechanical systems and other property and systems necessary to the operation of the Project. All subcontractors doing Tenant's Work shall be of Tenant's work choice but shall be done in the manner required by the Development Agreement and shall be completely lien-free (except as provided in Sections 11.1 and 11.2 hereof, and except as otherwise permitted by the Development Agreement and the ESA). Tenant shall use commercially reasonable efforts to obtain warranties for Tenant's Work from its contractors and to enforce such warranties so that defects in Tenant's Work are corrected. If any warranties are not assignable to Landlord, Tenant shall nevertheless use reasonable diligence to keep such warranties in effect and to enforce the same. Tenant further agrees that if it determines that any portion of the Tenant's Work contains a material defect, it shall promptly notify Landlord of such defect and of the action which Tenant proposes to take or requires its contractors to take to remedy the same, provided that Tenant shall not take any action that may prejudice Landlord's ability to assert its warranty rights (if any) without Landlord's prior written consent. Without limiting the foregoing, Tenant reserves the right to install its own security system on the Project Site and Landlord, notwithstanding any other provision of this Lease to the contrary, understands and agrees that Tenant shall have the right to limit or restrict Landlord's access to the Project Site for reasonable safety and security purposes, but subject to Landlord's rights under Section 14.1 below prior approval, which shall not be unreasonably withheld, and such rules and regulations as Landlord, in its reasonable discretion, may impose. Notwithstanding the foregoing, the approval of any contractors or subcontractors performing any alterations or modifications which affects the plumbing, sprinkler, heating, ventilation or air conditioning systems or the electrical risers, conduits, meters, panel boxes, transformers, switch gear or the wiring thereto, or affects the structure of the Building, shall rest solely within Landlord's determination. TENANT'S WORK MAY BE DONE DURING NORMAL WORKING HOURS PRIOR TO THE ADDITIONAL SPACE COMMENCEMENT DATE, SUBJECT TO AND IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS LEASE, PROVIDED LANDLORD'S WORK HAS PROGRESSED SUFFICIENTLY THAT TENANT'S WORK WILL NOT UNREASONABLY INTERFERE WITH REMAINING LANDLORD'S WORK. Tenant shall receive, without charge, water, heat and ventilation during normal working hours. Tenant shall pay for all rubbish removal service in connection with its work. IT IS UNDERSTOOD AND AGREED THAT TENANT'S ACCESS AND ENTRY PRIOR TO THE ADDITIONAL SPACE COMMENCEMENT DATE TO MAKE ITS INSTALLATIONS IS CONDITIONED UPON TENANT'S CONTRACTORS, SUBCONTRACTORS AND MATERIAL SUPPLIERS WORKING IN HARMONY AND NOT UNREASONABLY INTERFERING WITH THE LABOR FORCES EMPLOYED BY LANDLORD OR ANY OTHER TENANT, OR THEIR CONTRACTORS, SUBCONTRACTORS AND MATERIAL SUPPLIERS. If at any time such entry shall cause disharmony or unreasonable interference, then Tenant's right to such access and entry may be withdrawn by Landlord immediately, however, such entry will be restored if within twenty four (24) hours notice the Tenant cures such interference. Workmen's Compensation, General Liability and Property Damage insurance, all in amounts and with companies and on forms reasonably satisfactory to Landlord, shall be provided for and at all times maintained by Tenant or its contractors engaged in the ESA performance of Tenant's Work before proceeding with any Tenant's Work. CERTIFICATES FOR SUCH INSURANCE SHALL BE FURNISHED TO LANDLORD PRIOR TO THE COMMENCEMENT OF ANY TENANT'S WORK. Access and entry by Tenant before the Development Agreement. Subject Additional Space Commencement Date, in accordance with Tenant's Work above, shall be deemed to be under all of the terms, covenants, provisions and conditions of the Lease, except as to the rights covenant to pay rent. Landlord shall not be liable in any way for any injury, loss or damage which may occur to any of Tenant under Sections 11.1 and 11.2 hereofTenant's decorations or installations so made prior to the commencement term of the Additional Space, except to the extent that any such injury, loss or damage is caused by the gross negligence and/or willful misconduct of Landlord or Landlord's employees. Moreover, any injury, loss or damage as a result of Tenant's Work which may occur to Landlord's Work, or to any of the material or equipment used to complete Landlord's Work, shall be replaced or repaired at Landlord's sole option, and except as permitted by Tenant shall pay Landlord for all costs and expenses related thereto promptly after the Development Agreement and the ESA, rendering of bills. Tenant shall perform all of Tenant's Work shall be completed lien-free and strictly in accordance compliance with all Applicable Law. At Landlord's electionrequired governmental requirements and shall obtain all required governmental permits for such work, all at Tenant's Work shall be coordinated with Landlord's construction manager (who shall not unreasonably interfere with the rendition of Tenant's Work)sole cost and expense.

Tenant’s Work. For purposes of this Article 5, the term "Tenant's Work" a. Tenant shall mean and refer deliver its plans for its improvements to the construction Leased Premises (“Tenant’s Plans”) to Landlord within sixty (60) days after the Effective Date. Thereafter Landlord and installation Tenant agree to cooperate in good faith to ensure that ▇▇▇▇▇▇’s Plans are mutually approved by each Party. Landlord shall review Tenant’s Plans within fifteen (15) days of the date of delivery. If any changes are to be made or are suggested by Landlord, Landlord will deliver the same to Tenant who shall have fifteen (15) days to make such changes or discuss the same with Landlord. This shall continue until Tenant’s Plans have been mutually approved by Landlord and Tenant. Thereafter ▇▇▇▇▇▇ agrees that it will submit ▇▇▇▇▇▇’s Plans to the proper authority within five (5) business days of such approval and Tenant shall thereafter diligently pursue the completion of all aspects of the Project as set forth in detail in the Development Agreement, including the Improvements, and all other equipment, fixtures, pipes, wiring, mechanical systems and other property and systems necessary to the operation of the Project. All of Tenant's work shall be done in the manner on-Premises commercially reasonably changes required by the Development Agreement and shall be completely lien-free (except as provided in Sections 11.1 and 11.2 hereof, and except as otherwise permitted by the Development Agreement and the ESA). Tenant shall use commercially reasonable efforts to obtain warranties for Tenant's Work from its contractors and to enforce such warranties so that defects in Tenant's Work are correctedproper authority. If any warranties are the permits have not assignable been issued within two hundred and forty days (240) from submittal, then either party may terminate this Lease by providing the other with express written notice within ten (10) business days of the 240th day. Upon termination this Lease shall have no further effect. b. Landlord warrants that, except to Landlord, Tenant shall nevertheless use reasonable diligence to keep such warranties in effect and to enforce the same. Tenant further agrees that if it determines that any portion extent of the Tenant's ’s Work contains a material defectand subject to Tenant’s completion of all of Tenant’s Work as reflected in Tenant’s Plans, it shall promptly notify Landlord of such defect ▇▇▇▇▇▇’s other obligations as provided herein, and casualty and condemnation events as provided herein, (i) as of the action which Tenant proposes acceptance of possession by ▇▇▇▇▇▇ and for the Term, the Leased Premises and Building as constructed shall be structurally sound and well built, and (ii) as of the acceptance of possession by Tenant, the Leased Premises as constructed will be fit for Tenant’s initial intended use as a grocery store. c. Landlord shall not erect, construct, or install or allow to take be erected, constructed, or requires its contractors installed any subsequent signage, buildings or other improvements (either permanent or temporary in nature) in the Shopping Center that would materially obstruct or diminish the general proximity of the parking field to take the Tenant’s front door, materially diminish Tenant’s building signage visibility from Highway 70 East, or materially diminish access to remedy the sameLeased Premises, or otherwise materially interfere with the traversing of vehicular and/or pedestrian traffic from public access points to the Shopping Center; provided, however, that the parties acknowledge and agree that the foregoing restriction shall not apply to (a) any municipal-related improvements or signs required by any municipality, applicable life-fire safety code, or ADA requirement applicable to the Shopping Center, provided that Tenant shall not take any action that may prejudice Landlord's ability such municipal-required, code-required, or ADA-required exceptions are proposed at the minimum level necessary to assert its warranty rights (if any) without Landlord's prior written consent. Without limiting satisfy such requirements and thereby minimize the foregoingnegative impacts thereof on visibility of the buildings, Tenant reserves the right to install its own security system on the Project Site building signage, and Landlord, notwithstanding any other provision of this Lease building entrances to the contraryShopping Center, understands and agrees that Tenant shall have the right to limit or restrict (b) development of adjacent property not owned by Landlord's access to the Project Site for reasonable safety and security purposes, but subject to Landlord's rights under Section 14.1 below and as provided for in the ESA and the Development Agreement. Subject to the rights of Tenant under Sections 11.1 and 11.2 hereof, and except as permitted by the Development Agreement and the ESA, all of Tenant's Work . d. No tenant allowance or lease inducement payment shall be completed lien-free and in accordance with all Applicable Law. At Landlord's election, all Tenant's Work shall be coordinated with Landlord's construction manager (who shall not unreasonably interfere with the rendition of Tenant's Work)paid under this Lease.

Tenant’s Work. For purposes Upon Substantial Completion of this Article 5the Tenant Improvements, Tenant shall have the right to perform the following work (“Tenant’s Work”) within the Building, subject to, and in compliance with, all Building codes, other governmental requirements and all matters of record (including, without limitation, the term "CC&Rs): 4.1 To purchase two (2), commercial, Frigidaire, glass front refrigerators matching Tenant's Work" ’s existing third (3rd) floor kitchen units or equivalent, and an ADA (as defined below) dishwasher, the cost of which shall mean be subject to Landlord’s prior reasonable approval. Upon Tenant’s delivery to Landlord of receipts and refer proof of payment for the same, Landlord shall reimburse Tenant for such items, in the form of either a credit against Rent or a check to Tenant. 4.2 To install a reception desk in the construction and installation of all aspects Common Area in the first (1st) floor of the Project as set forth Building, in detail in accordance with the Development Agreement, including the Improvements, Plans and all other equipment, fixtures, pipes, wiring, mechanical systems and other property and systems necessary to the operation of the ProjectSpecifications (“Reception Desk”). All of Tenant's work Landlord shall be done in responsible for the manner required by the Development Agreement and shall be completely liencost of installing a flush floor mounted combination electrical/data/telephone J-free (except as provided in Sections 11.1 and 11.2 hereof, and except as otherwise permitted by the Development Agreement and the ESA)box at such Reception Desk location. Tenant shall use commercially reasonable efforts to obtain warranties be responsible for Tenant's Work from its contractors and to enforce such warranties so that defects in Tenant's Work are corrected. If any warranties are not assignable to Landlord, Tenant shall nevertheless use reasonable diligence to keep such warranties in effect and to enforce the same. Tenant further agrees that if it determines that any portion cost of the Tenant's Work contains a material defectReception Desk and its installation; provided, it shall promptly notify Landlord of such defect and of the action which Tenant proposes to take or requires its contractors to take to remedy the samehowever, provided that Tenant shall not take any action that may prejudice Landlord's ability to assert its warranty rights (if any) without Landlord's prior written consent. Without limiting the foregoing, Tenant reserves the right to install its own security system on the Project Site and Landlord, notwithstanding any other provision of this Lease to the contrary, understands and agrees that Tenant shall have the right to limit or restrict Landlord's access utilize the then-remaining amount of the Tenant Refurbishment Allowance, if any, to the Project Site for reasonable safety cost of the Reception Desk and its installation, subject to the terms of Article 58 of the Lease. Tenant shall remove the Reception Desk upon the expiration or earlier termination of the Lease, and shall cause the Building to be restored to its condition prior to the installation of the Reception Desk, including repairing any damage caused by its removal. 4.3 To install, at Tenant’s sole cost and expense, security purposescameras in the Building’s first floor lobby, but corridors and parking lot, subject to Tenant’s removal and restoration at the end of the Lease. Tenant shall not cause any penetrations of bricks on the façade or metal sash. Penetrations, if needed, shall be at grout joints. 4.4 To install, at Tenant’s sole cost, Besam automated glass sliding doors or similar product type at Tenant’s sole cost and expense, at both the front and rear entries to the Building lobby, subject to Landlord's rights under Section 14.1 below ’s further approval. Landlord shall have the right to condition its approval upon Tenant’s agreement to Landlord’s restoration requirements, among other requirements. Landlord shall have the right to review renderings and as provided for study the impact of the improvement on the Building façade and lobby, and reserves the right to require modifications. Upon the expiration or earlier termination of the Lease, Landlord shall have the right, at its sole election, to require Tenant to replace the new sliding doors with doors of a make/model similar to those existing in the ESA Premises prior to such replacement, at Tenant’s sole cost. 4.5 To install, at Tenant’s sole cost, cardkey access controls in elevators for controlled access for the second (2nd) and third (3rd) floors during non-standard business hours. This would include, subject to fire code regulations, the locking of first (1st) floor stairwell doors to allow for exiting only from upper floors. Prior approval from Landlord Landlord’s property manager shall be required of said improvements and detailed scope of work. Tenant shall also be subject to restoration of the Building due to installment of the cardkey access controls. security cameras in the Building’s first floor lobby, corridors and parking lot, subject to Tenant’s removal and restoration at the end of the Lease. Additionally, Tenant shall not cause any penetrations of bricks on the façade or metal sash. Penetrations, if needed, shall be at grout joints. 1. The installation of electrical/data floor monuments and the Development Agreementinstallation of two (2) Modernfold continuously hinged wall systems or equivalent with finish materials to be selected by Tenant. 2. Subject Replace the ceiling grid system and ceiling tiles in the Expansion Premises. [Pursuant to Regulation S-K, Item 601(a)(5), Schedule 2 to Exhibit B of the subject document has not been filed. The Registrant agrees to furnish a copy of the omitted information to the rights Securities and Exchange Commission or its staff upon request.] The following Standards for Utilities and Services are in effect. (a) Landlord shall not be responsible for room temperatures in the Premises. Tenant agrees to abide by all regulations and requirements which Landlord may prescribe for the proper function and protection of the air conditioning system serving the Premises. Tenant under Sections 11.1 agrees not to connect any apparatus, device, conduit or pipe to the Building chilled and 11.2 hereofhot water air conditioning supply lines. Tenant further agrees that neither Tenant nor its servants, employees, agents, visitors, licensees or contractors shall at any time enter mechanical installations or facilities of the Building or adjust, tamper with, touch or otherwise in any manner affect said installations or facilities. The cost of maintenance and service calls to adjust and regulate the air conditioning system shall be at the sole cost of Tenant. (b) Tenant shall be solely responsible for contracting with applicable utilities providers to furnish to the Premises and the Project, during the usual business hours on business days, electric current sufficient for normal office use. Tenant agrees, should its electrical consumption or other utility consumption or use of mechanical Building systems (including, without limitation, the HVAC system serving the Building) be in excess of normal office use or extend beyond normal business hours, then, at Landlord’s election, (i) Tenant shall be responsible for the cost of replacing the applicable Building system if and when necessary in Landlord’s reasonable judgment, and/or (ii) Landlord shall have the right to adjust the useful life of the applicable Building system for the purpose of amortizing the cost of the same as part of Operating Expenses. Tenant agrees not to use any apparatus or device in, or upon, or about the premises which may in any way increase the amount of such services usually furnished or supplied to said Premises, and except as permitted Tenant further agrees not to connect any apparatus or device with wires, conduits or pipes, or other means by which such services are supplied, for the Development Agreement and the ESA, purpose of using additional or unusual amounts of such services without written consent of Landlord. At all of times Tenant's Work use of electric current shall be completed lien-free never exceed the capacity of the feeders to the Building or the risers or wiring installation and Tenant shall not install or use or permit the installation or use of any computer, larger than personal computer, or electronic data processing equipment in accordance the Premises, without the prior written consent of Landlord. Upon Landlord’s written request, Tenant shall provide Landlord with all Applicable Law. At Landlord's election, all Tenant's Work utility invoices applicable to the Term of this Lease. (c) Tenant shall cause water to be coordinated with Landlord's construction manager (who shall not unreasonably interfere with the rendition of Tenant's Work)available in public areas for drinking and lavatory purposes only.

Tenant’s Work. For purposes (a) Subject to the terms and conditions of the work letter attached hereto as Exhibit H (the “Work Letter”), Tenant shall, at Tenant’s own cost and expense, perform any and all work, other than the Landlord’s Work, necessary or desirable to improve the Premises and Exterior Area to a finished condition ready for the conduct of ▇▇▇▇▇▇’s business therein (“Tenant’s Work”). Tenant’s Work shall be performed in accordance with plans and specifications approved in advance by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed, and shall be subject to the other terms and conditions of this Article Lease. If Landlord disapproves of any proposed Tenant’s Work, Landlord shall respond, in writing, stating the grounds for such disapproval, within five (5, the term ") business days after receipt of Tenant's Work" shall mean and refer to the construction and installation of all aspects ’s request for approval of the Project as set forth proposed Tenant’s Work, unless Landlord reasonably requests additional information concerning the proposed Tenant’s Work within such five-business-day period, in detail which case such five-business-day period shall commence only once that information is received by Landlord. If Landlord fails to respond with its approval or disapproval within five (5) business days after receipt of Tenant’s request, then Tenant may provide to Landlord a second written request with respect to such approval which written notice must state in bold and all caps “FAILURE TO RESPOND TO THIS WRITTEN NOTICE WITHIN FIVE (5) BUSINESS DAYS AFTER DELIVERY HEREOF IN ACCORDANCE WITH THE LEASE SHALL CONSTITUTE APPROVAL OF TENANT’S WORK.” If Landlord fails to respond within a five (5) business day period following the receipt of ▇▇▇▇▇▇’s second written request therefor, ▇▇▇▇▇▇’s Work for which Tenant requested ▇▇▇▇▇▇▇▇’s approval shall: (1) in the Development Agreementcase of non-structural Tenant’s Work, including be deemed approved by ▇▇▇▇▇▇▇▇; and (2) in the Improvementscase of structural Tenant’s Work, be deemed disapproved by Landlord. Tenant shall not commence Tenant’s Work until Tenant has obtained all permits and all licenses required for Tenant’s Work. ▇▇▇▇▇▇ further agrees that once construction of ▇▇▇▇▇▇’s Work has begun, Tenant shall diligently pursue the same to completion without interfering with any other equipment, fixtures, pipes, wiring, mechanical systems and other property and systems necessary to the operation tenant or occupant of the Project. All Tenant’s Work (as well as any other alterations or repairs to the Premises or Exterior Area performed by or on behalf of Tenant's work ) shall be done performed by contractors approved in the manner required advance by the Development Agreement Landlord in writing, which approval shall not be unreasonably withheld, conditioned or delayed and shall be completely lien-free (except as provided otherwise in Sections 11.1 a good and 11.2 hereofworkmanlike manner, using good quality labor and new materials, lien free, and except as otherwise permitted by the Development Agreement and the ESA). Tenant shall use commercially reasonable efforts to obtain warranties for Tenant's Work from its contractors and to enforce such warranties so that defects in Tenant's Work are corrected. If any warranties are not assignable to Landlordcompliance with applicable Law, Tenant shall nevertheless use reasonable diligence to keep such warranties in effect and to enforce the same. Tenant further agrees that if it determines that any portion of the Tenant's Work contains a material defect, it shall promptly notify Landlord of such defect and of the action which Tenant proposes to take or requires its contractors to take to remedy the same, provided that Tenant shall not take any action that may prejudice Landlord's ability to assert its warranty rights (if any) without Landlord's prior written consent. Without limiting the foregoing, Tenant reserves the right to install its own security system on the Project Site and Landlord, notwithstanding any other provision of this Lease to the contrary, understands and agrees that Tenant shall have the right to limit or restrict Landlord's access to the Project Site for reasonable safety and security purposes, but subject to Landlord's rights under Section 14.1 below and as provided for in the ESA and the Development Agreement. Subject to the rights of Tenant under Sections 11.1 and 11.2 hereof, and except as permitted by the Development Agreement and the ESA, all of Tenant's Work shall be completed lien-free and in accordance with all Applicable Law. At Landlord's election, all Tenant's Work shall be coordinated with Landlord's construction manager (who shall not unreasonably interfere insurance certificates evidencing coverage consistent with the rendition provisions of Tenant's Work)Article 21 hereof and naming Landlord (and any reasonable designee of Landlord) as an additional insured.

Tenant’s Work. For purposes Subject to the terms of this Article 5Section 3.2.1, other applicable provisions of this Lease and Landlord’s consent, which consent shall not be unreasonably withheld, delayed or conditioned, Tenant may engage its own architects, engineers, consultants, general contractor and subcontractors to perform certain commercially reasonable improvements to (i) the term "Tenant's Work" shall mean 18 C▇▇▇▇▇ Premises (the “18 C▇▇▇▇▇ Tenant Improvements”) and refer to (ii) the construction and installation of all aspects of 14 C▇▇▇▇▇ Premises (the Project as set forth in detail in the Development Agreement, including the “14 C▇▇▇▇▇ Tenant Improvements, and together with the 18 C▇▇▇▇▇ Tenant Improvements, the “Tenant Improvements”) in accordance with plans and specifications first approved by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed (the “Tenant’s 18 C▇▇▇▇▇ Work” and the “Tenant’s 14 C▇▇▇▇▇ Work”, respectively, and collectively, the “Tenant’s Work”). The entire Tenant’s Work shall be performed in a good and workmanlike manner and in compliance with all applicable laws, and Tenant and Tenant’s architects, engineers, consultants, general contractor and subcontractors shall perform such Tenant’s Work in compliance with all reasonable rules and regulations adopted by Landlord from time to time. The Tenant’s 18 C▇▇▇▇▇ Work and the Tenant’s 14 C▇▇▇▇▇ Work, as applicable, shall each be deemed to be “Substantially Complete” with respect to the 18 C▇▇▇▇▇ Premises or the 14 C▇▇▇▇▇ Premises, as applicable, on the date that all of the Tenant’s 18 C▇▇▇▇▇ Work or the Tenant’s 14 C▇▇▇▇▇ Work, as applicable, has been performed, other equipment, fixtures, pipes, wiringthan any details of construction, mechanical systems adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the 18 C▇▇▇▇▇ Premises or the 14 C▇▇▇▇▇ Premises, as applicable, and other property which can be completed or remedied after Tenant takes possession of the 18 C▇▇▇▇▇ Premises or the 14 C▇▇▇▇▇ Premises, as applicable, without causing material interference to Tenant’s use and systems necessary occupancy of the 18 C▇▇▇▇▇ Premises or the 14 C▇▇▇▇▇ Premises, as applicable. Tenant shall obtain a certificate of occupancy with respect to the operation of 18 C▇▇▇▇▇ Premises and the Project. All of Tenant's work shall be done in the manner required 14 C▇▇▇▇▇ Premises, as applicable, as issued by the Development Agreement applicable governing authority, and shall be completely lien-free (except as provided in Sections 11.1 and 11.2 hereof, and except as otherwise permitted by deliver such certificate of occupancy with respect to the Development Agreement 18 C▇▇▇▇▇ Premises and the ESA)14 C▇▇▇▇▇ Premises, as applicable, to Landlord once received. As part of any such Tenant’s Work, Tenant shall use commercially reasonable efforts to minimize noise and/or odors being transmitted outside the 18 C▇▇▇▇▇ Premises and the 14 C▇▇▇▇▇ Premises. Prior to commencing any such Tenant’s Work, Tenant shall deliver to Landlord any such plans and obtain warranties Landlord’s approval of the same. Landlord’s approval of such plans shall not be unreasonably withheld or delayed. Before commencing any such Tenant’s Work, Tenant shall (a) obtain (and deliver to Landlord copies of) all required permits and authorizations of any state, federal or municipal governing body for such work, and (b) deliver to Landlord certificates (in form reasonably acceptable to Landlord) evidencing the following insurance coverages from each contractor and subcontractor: (i) worker’s compensation insurance covering all persons to be employed in the performance of the Tenant's ’s Work, (ii) commercial general liability insurance on a primary and non-contributory basis with a limit of liability approved by Landlord, and with contractual liability coverage, naming Landlord, Landlord’s managing agent, Landlord’s property manager and any designated mortgagee of the 18 C▇▇▇▇▇ Building and 14 C▇▇▇▇▇ Building as additional insureds, and (iii) builders risk insurance for the full value of the Tenant’s Work performed by such contractor and subcontractor. (a) Any reasonable out-of-pocket expenses incurred by Landlord in connection with Landlord’s review of any such plans and inspection of any such Tenant’s Work, including outside experts retained by Landlord for that purpose, shall be included in the 18 C▇▇▇▇▇ TI Allowance or the 14 C▇▇▇▇▇ TI Allowance (as each term is hereinafter defined), as applicable. Landlord’s consent to the Tenant’s Work and Landlord’s approval of any such plans shall be without liability to or recourse against Landlord, shall not release Tenant from its obligations to comply strictly with the provisions of this Lease, and shall not constitute any representation or warranty by Landlord regarding the adequacy for any purpose of the Tenant’s Work or any such plans or their compliance with applicable law, and shall not relieve Tenant from obtaining Landlord’s express written approval to revisions thereto. Promptly after Substantial Completion of the Tenant’s 18 C▇▇▇▇▇ Work and the Tenant’s 14 C▇▇▇▇▇ Work, as applicable, with respect to the 18 C▇▇▇▇▇ Premises or the 14 C▇▇▇▇▇ Premises, as applicable, Tenant shall, at Tenant’s expense, obtain and deliver to Landlord copies of all sign-offs, letters of completion, approvals and certificates of any government authority required upon the completion of the Tenant’s 18 C▇▇▇▇▇ Work and the Tenant’s 14 C▇▇▇▇▇ Work, as applicable (including any required amendments to the certificate of occupancy for the 18 C▇▇▇▇▇ Premises, 14 C▇▇▇▇▇ Premises, 18 C▇▇▇▇▇ Building and/or the 14 C▇▇▇▇▇ Building) and “as-built” plans and specifications for the Tenant’s Work prepared as reasonably required by Landlord. (b) If, in connection with any such Tenant’s Work or any other act or omission of Tenant or Tenant’s employees, agents or contractors, a mechanic’s lien, financing statement or other lien or violation of any applicable law, is filed against Landlord or all or any part of the 18 C▇▇▇▇▇ Building, 14 C▇▇▇▇▇ Building or Property, Tenant shall, at Tenant’s expense, have such lien removed by bonding or otherwise within thirty (30) days after Tenant receives notice of the filing. (c) All construction managers, contractors and subcontractors performing work for which a license is required by applicable laws, shall be licensed by the appropriate government authorities and approved by Landlord, which approval shall not be unreasonably withheld or delayed. Landlord’s approval of such construction managers, contractors and subcontractors shall be without liability to enforce such warranties so that defects or recourse against Landlord, shall not release Tenant from its obligations to comply strictly with the provisions of this Lease, shall not constitute any warranty by Landlord regarding the adequacy, professionalism, competence or experience of the approved construction manager, contractor, or subcontractor, and shall not relieve Tenant from obtaining Landlord’s express prior written approval if Tenant seeks to employ any other or additional construction manager, contractor or subcontractor. Promptly following Substantial Completion of the Tenant’s 18 C▇▇▇▇▇ Work and the Tenant’s 14 C▇▇▇▇▇ Work, as applicable, with respect to the 18 C▇▇▇▇▇ Premises or the 14 C▇▇▇▇▇ Premises, as applicable, Tenant shall furnish to Landlord lien waivers and releases, in Tenant's Work are corrected. If any warranties are not assignable form reasonably satisfactory to Landlord, from all construction managers, contractors, subcontractors, and materialmen furnishing work, services or materials in connection with such Tenant’s Work. (d) At Tenant’s request, Landlord shall join in any applications for any authorizations required from any government authority in connection with any such Tenant’s Work to which Landlord has consented, and otherwise cooperate with Tenant in connection with any such Tenant’s Work, but Landlord shall nevertheless use reasonable diligence not be obligated to keep incur any expense or obligation in connection with any such warranties in effect and to enforce the same. Tenant further agrees that if it determines that any portion of the Tenant's Work contains a material defect, it shall promptly notify Landlord of such defect and of the action which Tenant proposes to take applications or requires its contractors to take to remedy the same, provided that cooperation. (e) Tenant shall not take place a load on any action that may prejudice floor of the 18 C▇▇▇▇▇ Premises or the 14 C▇▇▇▇▇ Premises exceeding the floor load per square foot which the floor was designed to carry and which is allowed by any applicable laws. (f) Tenant shall be liable for any damage caused to any part of the 18 C▇▇▇▇▇ Building or the 14 C▇▇▇▇▇ Building, including its fixtures and equipment, arising from, or as a result of, any such Tenant’s Work and/or its installation and/or removal of its signs. If Tenant performs with Landlord's ability to assert its warranty rights ’s approval any work on the roof of the 18 C▇▇▇▇▇ Building or the 14 C▇▇▇▇▇ Building (if any) without Landlord's prior written consent. Without limiting the foregoingfor example, in connection with repair, maintenance, or installation of any air conditioning system), Tenant reserves shall use only a contractor reasonably approved by Landlord for such work and shall not do or cause anything to be done which would invalidate Landlord’s then effective roof guaranty for the right 18 C▇▇▇▇▇ Building or 14 C▇▇▇▇▇ Building. Tenant shall also be responsible for promptly repairing (including any necessary replacement) any damage to install the roof or the 18 C▇▇▇▇▇ Building or the 14 C▇▇▇▇▇ Building caused by such work; provided that Landlord may, at its own security system on option, effect any such repair or replacement, in which event Tenant shall reimburse Landlord for all costs incurred by Landlord in connection therewith within fifteen (15) days after Tenant is billed therefor. (g) For the Project Site purposes of clarity, and Landlordnotwithstanding anything to the contrary contained herein, notwithstanding Tenant shall not be required to remove any other provision 18 C▇▇▇▇▇ Tenant Improvements upon the 18 C▇▇▇▇▇ Expiration Date or sooner termination of this Lease Lease, and Landlord and Tenant hereby acknowledge and agree that any and all such 18 C▇▇▇▇▇ Tenant Improvements shall remain with the Premises and shall be deemed to be Landlord’s property upon the 18 C▇▇▇▇▇ Expiration Date or sooner termination of this Lease. (h) Any increase in costs and expenses caused by changes to the contrarydescription of any such Tenant’s Work as a result of any request by Tenant, understands and agrees that Tenant shall have the right to limit or restrict Landlord's access to the Project Site for reasonable safety and security purposes, but subject to Landlord's rights under Section 14.1 below and as provided for ’s approval in the ESA and the Development Agreement. Subject to the rights of Tenant under Sections 11.1 and 11.2 hereofLandlord’s sole discretion, and except as permitted by the Development Agreement and the ESA, all of Tenant's Work shall be completed lien-free and in accordance with all Applicable Law. At Landlord's election, all borne solely by Tenant's Work shall be coordinated with Landlord's construction manager (who shall not unreasonably interfere with the rendition of Tenant's Work).

Tenant’s Work. For purposes (a) Tenant shall be solely responsible for the construction, at its cost, of this Article 5, the term "Tenant's Work" shall mean and refer any improvements to the construction and installation of all aspects of Property that it elects to make during the Project as set forth in detail in the Development Agreement, including the Improvements, and all other equipment, fixtures, pipes, wiring, mechanical systems and other property and systems necessary to the operation of the Project. All of Term (“Tenant's work shall be done in the manner required by the Development Agreement and shall be completely lien-free (except as provided in Sections 11.1 and 11.2 hereof, and except as otherwise permitted by the Development Agreement and the ESA’s Work”). Tenant shall use commercially reasonable efforts to obtain warranties for Tenant's Work from its contractors and to enforce such warranties so that defects in Tenant's Work are corrected. If any warranties are not assignable to Landlord, Tenant shall nevertheless use reasonable diligence to keep such warranties in effect and to enforce the same. Tenant further agrees that if it determines that any portion of the Tenant's Work contains a material defect, it shall promptly notify Landlord of such defect and of the action which Tenant proposes to take or requires its contractors to take to remedy the same, provided that Tenant shall not take any action that may prejudice Landlord's ability to assert its warranty rights (if any) without Landlord's prior written consent. Without limiting the foregoing, Tenant reserves the right to install its own security system on the Project Site and Landlord, notwithstanding any other provision of this Lease to the contrary, understands and agrees that Tenant shall have the right to limit complete Tenant’s Work without the prior consent of Landlord provided that (i) no Event of Default has occurred and is then continuing, (ii) Tenant constructs the Tenant’s Work in accordance with the Site Plan, the Permitted Exceptions and all applicable governmental approvals and permits, (iii) the Tenant’s Work does not involve any structural alteration of the existing Premises, and (iv) except in case of the emergency, Tenant delivers written notice of the planned Tenant’s Work at least thirty (30) days prior to commencing the Tenant’s Work including with such notice a copy of any and all relevant plans, specifications and working drawings. (b) In the event Tenant performs any Tenant’s Work hereunder, Landlord shall cooperate with Tenant and assist Tenant in Tenant’s efforts to obtain Tenant’s Building Permits (including signing any applications) and an unconditional permanent certificate of occupancy, or restrict Landlord's access the local equivalent thereof (the “Certificate of Occupancy”), provided Tenant reimburses Landlord for the reasonable out-of-pocket costs and expenses incurred by Landlord in connection with such cooperation, and provided, further, any applications or other documents to the Project Site for reasonable safety be signed by Landlord are in form and security purposes, but subject substances reasonably acceptable to Landlord's rights . (c) So long as Tenant makes payments of Fixed Rent and Additional Charges required under Section 14.1 below and as provided for in this Lease the ESA and failure to perform or complete any Tenant’s Work within any specified period of time shall not be deemed an Event of Default hereunder. Notwithstanding the Development Agreement. Subject foregoing, any Tenant’s Work undertaken by Tenant shall be diligently pursued to the rights of Tenant under Sections 11.1 and 11.2 hereofcompletion by Tenant, and except as permitted by the Development Agreement and the ESA, all of Tenant's Work in any event shall be completed lien-free before the expiration of the Lease Term. (d) Tenant shall indemnify, protect, defend and in accordance hold Landlord and its agents, contractors, and employees harmless from and against all damages, suits, losses, costs, expenses, claims, and causes of action relating to any liens for labor and materials for any work on the Property undertaken by or for Tenant. Tenant shall, at its own expense, defend all actions brought against Landlord, its contractors, agents or employees, for which Tenant is or may be responsible for indemnification hereunder, with legal counsel reasonably acceptable to Landlord and if Tenant fails to do so, Landlord (at its option, but without being obligated to do so) may, at the expense of Tenant and upon notice to Tenant, defend such actions, and Tenant shall pay and discharge any and all Applicable Lawjudgments that arise therefrom. At Landlord's election, all Tenant's Work This Section shall be coordinated with Landlord's construction manager (who shall not unreasonably interfere with survive the rendition expiration or earlier termination of Tenant's Work)this Lease.

Tenant’s Work. For purposes of this Article 5, the term "Tenant's Work" shall mean and refer to the construction and installation of all aspects of the Project as set forth in detail in the Development Agreement, including the Improvements, and all other equipment, fixtures, pipes, wiring, mechanical systems and other property and systems necessary to the operation of the Project. All of Tenant's work shall be done in the manner required by the Development Agreement and shall be completely lien-free (except as provided in Sections 11.1 and 11.2 hereof, and except as otherwise permitted by the Development Agreement and the ESA). Tenant shall use commercially reasonable efforts to obtain warranties for Tenant's Work from its contractors and to enforce such warranties so that defects in Tenant's Work are corrected. If any warranties are not assignable to Landlord, Tenant shall nevertheless use reasonable diligence to keep such warranties in effect and to enforce the same. Tenant further agrees that if it determines that any portion of the Tenant's Work contains a material defect, it shall promptly notify Landlord of such defect and of the action which Tenant proposes to take or requires its contractors to take to remedy the same, provided that Tenant shall not take any action that may prejudice Landlord's ability to assert its warranty rights (if any) without Landlord's prior written consent. Without limiting the foregoing, Tenant reserves the right to install its own security system on the Project Site and Landlord, notwithstanding any other provision of this Lease to the contrary, understands and agrees that Tenant shall have the right to limit or restrict perform certain alterations and improvements in the Premises (the “Initial Leasehold Improvements”). Notwithstanding the foregoing, Tenant and its contractors shall not have the right to perform Initial Leasehold Improvements in the Premises unless and until Tenant has complied with all of the terms and conditions of Article 4 of the Lease, including, without limitation, approval by Landlord of (a) the final plans for the Initial Leasehold Improvements, (b) the contractors to be retained by Tenant to perform such Initial Leasehold Improvements, and (c) the insurance coverage obtained by Tenant and its contractors in connection with the Initial Leasehold Improvements. Tenant shall be responsible for all elements of the plans for the Initial Leasehold 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 access ’s approval of such plans shall in no event relieve Tenant of the responsibility therefor. Landlord’s approval of the contractors to perform the Project Site for reasonable safety and security purposes, but subject Initial Leasehold Improvements shall not be unreasonably withheld. Landlord’s approval of the general contractor to perform the Initial Leasehold Improvements shall not be considered to be unreasonably withheld if any such general contractor (i) does not have trade references reasonably acceptable to Landlord's rights under Section 14.1 below and , (ii) does not maintain insurance as provided required by Landlord, (iii) does not have the ability to be bonded for the work in an amount satisfactory to Landlord, (iv) does not provide current financial statements reasonably acceptable to Landlord, or (v) is not licensed as a contractor in the ESA state and municipality in which the Development AgreementPremises is located. Subject Tenant acknowledges the foregoing is not intended to be an exclusive list of the rights of Tenant under Sections 11.1 and 11.2 hereof, and except as permitted by the Development Agreement and the ESA, all of Tenant's Work shall be completed lien-free and in accordance with all Applicable Law. At Landlord's election, all Tenant's Work shall be coordinated with Landlord's construction manager (who shall not unreasonably interfere with the rendition of Tenant's Work)reasons why Landlord may reasonably withhold its consent to a general contractor.

Tenant’s Work. For purposes Tenant agrees, prior to the commencement of the term of this Article 5at Tenant's sole cost and expense, the term to perform all work of whatever nature in accordance with Tenant's obligations forth in Exhibit "C" as "Tenant's Work" shall mean and refer to the construction and installation of all aspects of the Project as set forth in detail in the Development Agreement, including the Improvements, and all other equipment, fixtures, pipes, wiring, mechanical systems and other property and systems necessary to the operation of the Project. All of Tenant's work shall be done in the manner required by the Development Agreement and shall be completely lien-free (except as provided in Sections 11.1 and 11.2 hereof, and except as otherwise permitted by the Development Agreement and the ESA)". Tenant shall use commercially reasonable efforts prepare and submit to obtain warranties for Tenant's Work from its contractors Landlord store design and to enforce such warranties so that defects in Tenant's Work are corrected. If any warranties are not assignable to Landlord, Tenant shall nevertheless use reasonable diligence to keep such warranties in effect and to enforce the same. Tenant further agrees that if it determines that any portion of the Tenant's Work contains a material defect, it shall promptly notify Landlord of such defect and of the action which Tenant proposes to take or requires its contractors to take to remedy the same, provided that Tenant shall not take any action that may prejudice Landlord's ability to assert its warranty rights (if any) without Landlord's prior written consent. Without limiting the foregoing, Tenant reserves the right to install its own security system on the Project Site and Landlord, notwithstanding any other provision of this Lease to the contrary, understands and agrees that Tenant shall have the right to limit or restrict Landlord's access to the Project Site for reasonable safety and security purposes, but subject to Landlord's rights under Section 14.1 below and as provided for in the ESA and the Development Agreement. Subject to the rights of Tenant under Sections 11.1 and 11.2 hereof, and except as permitted by the Development Agreement and the ESA, all working drawings of Tenant's Work with respect to the leased premises prepared in the manner and within the time periods specified in Exhibit "C". No material deviations from the final plans and specifications, once approved by Landlord shall be completed lien-free permitted. Landlord's review of Tenant's plans and specifications shall not constitute the assumption of any responsibility by Landlord for their accuracy or sufficiency. and shall in no event create an express or implied confirmation that Tenant's design and/or working drawings have been prepared in accordance with the requirements of applicable laws, codes, ordinances and regulations, and Tenant shall be solely responsible with respect to all Applicable Lawnecessary compliance with laws, codes, ordinances and regulations. At In the event Tenant's plans and specifications, in the sole judgment of Landlord or Landlord's electionarchitect, are incomplete, inadequate or inconsistent with the terms of this Lease and/or do not conform to the standards of design, motif, decor and quality established or adopted by Landlord and/or would tend to create an imbalance with or be incompatible with adjoining premises, and/or would subject Landlord to additional costs or expenses in the performance of Landlord's Work, and/or would provide for or require any installation or work which is or might be unlawful or create an unsound or dangerous condition or adversely affect the structural soundness of the leased premises or the building of which the same forms a part, and/or would interfere with the use and enjoyment of any adjoining space in the building in which the leased premises are located, then, in the event Landlord determines that Landlord and Tenant are unable to agree upon store design drawings and, or working drawings Landlord shall have the option, upon ten (10) days' written notice to Tenant to declare this Lease null and void and of no further force and effect, in which event this Lease shall terminate, but Tenant shall remain liable for all obligations arising during the original stated term as provided in this Lease. All work performed by Tenant shall comply with such rules and regulations as Landlord and its representatives may make. It is further understood and agreed that: Landlord shall have no responsibility or liability whatsoever for any loss of, or damage to, any fixtures, equipment, merchandise, or other property belonging to Tenant, installed or left in the leased premises. Tenant shall obtain at its sole cost and immediately thereafter furnish to Landlord all certificates and approvals with respect to work done and installations made by Tenant that may be required for the issuance of a certificate of occupancy for the leased premises, so that such certificate of occupancy shall be issued and the leased premises shall be ready for the opening of Tenant's business on the Commencement Date. Upon the issuance of the certificate of occupancy, a copy thereof shall be immediately delivered to the Landlord. Tenant hereby expressly agrees that the entry or occupancy of the leased premises by Tenant or Tenant's agents or contractors prior to the date herein fixed for the commencement of the term of this Lease shall be governed by and shall be subject to all of the terms and provisions of this Lease, and Tenant shall observe and perform all its obligations under this Lease, including, without limitation, its obligation to pay charges for temporary water, heating, cooling, lighting, insurance and other charges pursuant to the provisions of Exhibit "C", but excepting its obligations to pay Minimum Rent, Percentage Rent, Taxes, common area maintenance expenses and annual promotional charge, from the date upon which the leased premises are made available to Tenant for its work (or from the date when Tenant commences to perform Tenant's Work, if earlier) until the actual commencement of the term of this Lease pursuant to Section 1.02 hereof. From and after delivery of possession of the leased premises to Tenant, Tenant shall be obligated to complete Tenant's Work shall in the leased premises, and to cause Tenant's trade fixtures and merchandise to be coordinated with Landlord's construction manager (who shall not unreasonably interfere with installed and stocked in the rendition leased premises and be ready to open for business as provided in Section 1.02 hereof. The opening by Tenant of Tenant's Work).business in the leased premises shall constitute an acknowledgment by Tenant that Landlord has performed all of Landlord's Work with respect to the leased premises. ------- SEE ATTACHED RIDER FOR INSERTS

Tenant’s Work. For purposes of this Article 54.01 At its own expense, the term "Tenant shall provide all design, engineering, plans, specifications, drawings, permits, fees, work, labor, skill and equipment required to in accordance with Tenant's Work" Drawings, approved in the manner set forth herein. 4.02 The following shall mean be carried out at Tenant's expense and refer by Landlord's contractor: (1) all approved modifications and/or additions to the construction shell building structural system, roof and life safety systems, including, without limitation, installation of all aspects approved modifications and additions for the existing shell building sprinkler system, and (2) any drilling, cutting, coring and patching for conduit, pipe sleeves, chases, duet equipment, or openings in the floors, walls, columns or roofs of the Project Expansion Premises which is approved by Landlord. The following may be carried out by Tenant's contractor at Tenant's expense subject to the requirements of Section 4.03 below: (1) all approved modifications to the shell building plumbing, heating, cooling, ventilating, exhaust, control and electrical distribution systems as installed by Landlord, and (2) patching of building standard fireproofing, if applicable. 4.03 Modifications to the shell building systems set forth in detail Section 4.02 and special requirements of Tenant will be considered by Landlord only if applied for at the time Tenant's Drawings are submitted for approval and if they are compatible with the capacity and character of the shell building. Drawings for such proposed modifications shall be certified (sealed) by an architect duly registered in the Development AgreementState of Utah. Landlord shall not be required to grant its consent to allow Tenant's contractor to perform such work unless Tenant agrees to obtain from Landlord's subcontractor(s) originally responsible for the installation of such shell building systems written statements in form satisfactory to Landlord, including that Tenant's modifications of such shell building systems will be performed in a good workmanlike manner and specifically affirming the Improvements, continued validity of any and all other equipment, fixtures, pipes, wiring, mechanical systems warranties and other property and systems necessary guaranties in effect prior to the operation commencement of the Project. All of Tenant's work shall be done in the manner required by the Development Agreement and shall be completely lien-free (except as provided in Sections 11.1 and 11.2 hereof, and except as otherwise permitted by the Development Agreement and the ESA). Tenant shall use commercially reasonable efforts to obtain warranties for Tenant's Work from its contractors each such shell building systems subcontractor. Restrictions on mechanical and electrical connections by Tenant may be imposed as reasonably necessary by Landlord to enforce such warranties so insure that defects in no warranty or guarantee pertaining to the shell building is lost or jeopardized. 4.04 No construction work shall be undertaken or commenced by Tenant until: (a) Tenant's Drawings have been submitted to and approved or deemed approved by Landlord, and (b) all necessary building permits and required insurance coverages have been secured and certificates of insurance delivered to Landlord. 4.05 Tenant shall proceed with Tenant's Work are correctedwith respect to Tenant's Expansion Improvements expeditiously, continuously, and efficiently, and shall complete the same by the date one hundred twenty (120) days following the Expansion Date. If Failure of Tenant to complete by such date shall not prevent commencement of the commencement of any warranties are not assignable to Landlord, rental or other charges payable by Tenant under the First Amendment and the Lease. 4.06 Tenant shall nevertheless use reasonable diligence to keep such warranties ensure that all materials, skill and workmanship in effect and to enforce the same. Tenant further agrees that if it determines that any portion of the Tenant's Work contains a material defect, it shall promptly notify Landlord of such defect and of the action which Tenant proposes to take or requires its contractors to take to remedy the same, provided that Tenant shall not take any action that may prejudice Landlord's ability to assert its warranty rights (if any) without Landlord's prior written consent. Without limiting the foregoing, Tenant reserves the right to install its own security system on the Project Site and Landlord, notwithstanding any other provision of this Lease to the contrary, understands and agrees that Tenant shall have the right to limit or restrict Landlord's access to the Project Site for reasonable safety and security purposes, but subject to Landlord's rights under Section 14.1 below and as provided for in the ESA and the Development Agreement. Subject to the rights of Tenant under Sections 11.1 and 11.2 hereof, and except as permitted by the Development Agreement and the ESA, all of Tenant's Work shall be completed lien-free of uniformly high quality, not less than building standard, and in accordance with all Applicable Lawthe best standards of practice and any governing codes or regulations. At LandlordTenant shall have the obligation to timely deliver any materials and equipment and labor to be supplied by Tenant so as not to delay substantial completion of Tenant's electionWork. Tenant represents and warrants that Tenant's Drawings and the improvements contemplated thereby shall be in compliance with applicable building and zoning laws, all ordinances, regulations and any covenants, conditions or restrictions affecting the Shopping Center, and that the same are in accordance with good engineering and architectural practice, and that Tenant's Drawings are sufficient for issuance of a building permit for Tenant's Work. Further, Tenant shall be responsible for obtaining the certificate of occupancy for the Expansion Premises with respect to Tenant's Work, and shall furnish the same to Landlord prior to the Expansion Premises Rent Commencement Date. 4.07 Tenant shall appoint a representative as Tenant's representative with full authority to make decisions and commitments on behalf of Tenant in respect to Tenant's Work and changes therein. 4.08 All Tenant's Work shall be coordinated confined to the interior of the Expansion Premises, with the exception of sign mountings, which shall be performed in compliance with Landlord's construction manager (who shall not unreasonably interfere with sign criteria and the rendition of Tenant's Work)approved sign drawings.

Tenant’s Work. For purposes Tenant may undertake any work it desires on the Building or on the Premises (not including any enlargement of this Article 5the Building or creation of additional structures on the Land outside of the Building) (herein referred to as “Tenant’s Work), the term "at its expense, and in a good and workmanlike manner in accordance with “Plans and Specifications” (as hereinafter defined) which have been prepared at Tenant's Work" shall mean ’s expense and refer which have Landlord’s written approval prior to the construction commencement of Tenant’s Work, such approval not to be unreasonably withheld. Among other items, Landlord’s review of said Plans and installation Specifications may include potential impact on, and potential upgrades required to, base building systems. Landlord’s approval of Tenant’s Plans and Specifications, if given, shall not be deemed or construed as a representation by Landlord that said Plans and Specifications comply with applicable law, or are adequate or appropriate for Tenant’s requirements. Further, Landlord’s approval of Tenant’s Plans and Specifications, if given, may be conditioned upon Tenant payment for upgrades to base building systems required or necessitated by Tenant’s Work, or upon a requirement that all aspects or a portion of the Project Premises be separately metered or check metered for water or electrical consumption, or upon such other reasonable conditions as set forth in detail in the Development Agreement, including the Improvements, and all other equipment, fixtures, pipes, wiring, mechanical systems and other property and systems necessary to the operation of the ProjectLandlord may impose. All of Tenant's the foregoing work and all work Tenant may undertake pursuant to Sections V (b), VI (b) and XIII of this Lease shall be done in accordance with all laws, rules, regulations and ordinances applicable thereto, including, if necessary, compliance with the manner required by the Development Agreement and shall be completely lien-free (except Americans With Disabilities Act, as provided in Sections 11.1 and 11.2 hereofamended from time to time, and except as otherwise permitted the acquisition by Tenant of a Building Permit from the Development Agreement municipal department having jurisdiction, if required. Tenant agrees to employ for any work it may do of a material nature pursuant to Section V (b), VI (b) and the ESA)XIII of this Lease, one or more responsible contractors or skilled in-house maintenance personnel. Tenant shall use commercially reasonable efforts require all contractors employed by Tenant to obtain warranties for Tenant's Work from its contractors and to enforce such warranties so that defects in Tenant's Work are corrected. If any warranties are not assignable to Landlord, Tenant shall nevertheless use reasonable diligence to keep such warranties in effect and to enforce the same. Tenant further agrees that if it determines that any portion of the Tenant's Work contains a material defect, it shall promptly notify Landlord of such defect and of the action which Tenant proposes to take or requires its contractors to take to remedy the same, provided that Tenant shall not take any action that may prejudice Landlord's ability to assert its warranty rights (if any) without Landlord's prior written consent. Without limiting the foregoing, Tenant reserves the right to install its own security system on the Project Site and Landlord, notwithstanding any other provision of this Lease to the contrary, understands and agrees that Tenant shall have the right to limit or restrict Landlord's access to the Project Site for reasonable safety and security purposes, but subject to Landlord's rights under Section 14.1 below and as provided for in the ESA and the Development Agreement. Subject to the rights of Tenant under Sections 11.1 and 11.2 hereof, and except as permitted by the Development Agreement and the ESA, all of Tenant's Work shall be completed lien-free and carry Worker’s Compensation Insurance in accordance with statutory requirements and to carry Commercial General Liability Insurance and Automobile Liability Insurance covering such contractors in or about the Premises and the Building in amounts not less than Two Million Dollars ($2,000,000) combined single limits for property damage, for injury or death of more than one person in a single accident, and to submit certificates of insurance evidencing such coverage to Landlord prior to commencement of such work, which name Landlord as an additional insured thereunder as its interest may appear. Landlord may, during the term of this Lease, increase the minimum insurance amount to such number as may be commercially reasonable under the then current circumstances. Tenant agrees to indemnify and hold harmless Landlord and its management agent from all Applicable Lawclaims, actions, demands and causes of actions occasioned by Tenant’s contractors being on or about the Premises or the Building, and from Tenant’s contractors performing work in the Premises, including, but not limited to, any claims, actions, demands or causes of action asserted by any other tenants in the Building against Landlord as a result of breach of covenant of quiet enjoyment. At Landlord's electionAll contractors, all Tenant's Work subcontractors, mechanics, laborers, materialmen, and others who perform any work, labor or services, or furnish any materials, or otherwise participate in the improvement of the Premises, shall be coordinated and are hereby given notice that Tenant is not authorized to subject Landlord’s interest in the Premises or the Building to any claim for mechanics’, laborers’ and materialmen’s liens, and all persons dealing directly or indirectly with Landlord's construction manager (who Tenant may not look to the Premises or the Building as security for payment. Tenant shall not unreasonably interfere with save Landlord harmless from and against all expenses, liens, claims or damages to either property or person which may or might arise by reason of the rendition making of Tenant's Work)any such additions, improvements, alterations and/or installations.

Tenant’s Work. For purposes (a) Tenant has delivered to Landlord its general design elevations which include Tenant's proposed general physical characteristics of the Tenant's Building, exterior materials, exterior color scheme and building heights. Landlord has approved the construction of a restaurant substantially in accordance with the plans listed on Exhibit C. The Tenant's Building shall be a one story sit down restaurant containing not more than 5,900 Gross Leasable Floor Area, and having a maximum height of thirty (30) feet. Tenant has delivered to Landlord a plan which depicts the location of all utilities entering the Tenant's Building and will deliver detailed plans for the same within fifteen (15) days after the date hereof. (b) Tenant shall commence the construction of the Tenant's Building no later than the 60th day after the last to occur of: (i) the Lease Commencement Date, (ii) completion of the Phase One Work, and (iii) delivery of possession of the Demised Premises. Tenant shall diligently pursue such construction to timely completion and shall promptly fixture and open such restaurant to the public under the initial trade name "Silver Diner". The construction of the Tenant's Building shall be performed in a good and workmanlike manner in accordance with sound professional standards and with the provision of this Article 5Agreement, in compliance with all governmental authorities. All materials used in the term "construction of the Tenant's Work" store shall mean be of new, commercial grade and refer first class quality. (c) Tenant shall apply for and use all reasonable efforts to obtain, at its own cost and expense, any and all necessary permits that are necessary to construct the Tenant's Building except those that Landlord must obtain to construct the Site Improvements. Landlord must obtain the permits to construct the Site Improvements as a precondition to Tenant commencing construction of the Tenant's Building. (d) All contracts of Tenant shall provide for the coordination and cooperation of such contractor with Landlord in completing the Site Improvements and other construction work on the Shopping Center, including any space to be erected by Landlord or its tenants. Tenant shall perform its construction in a manner reasonably designed to minimize any interference with the construction and installation of all aspects taking place simultaneously on the balance of the Project as set forth in detail in the Development Agreement, including the Improvements, and all other equipment, fixtures, pipes, wiring, mechanical systems and other property and systems necessary to Shopping Center or the operation of stores then open for business. In the Project. All event that during the construction of the Building, the construction activities of Tenant, or the progress of the same, interferes with or delays the construction activities of the Landlord, Landlord shall notify the Tenant, in writing, specifying exactly what construction activities of Tenant are the source of the problem or what portion of Tenant's work needs to be performed to avoid such delay. Tenant will have forty-eight (48) hours after its receipt of the foregoing notice to stop or commence to diligently cure the matters raised by Landlord in its notice. FURTHER, IN CONSTRUCTING THE TENANT'S BUILDING, TENANT SHALL ONLY UTILIZE SUCH LABOR AS SHALL WORK IN HARMONY WITH AND WITHOUT CAUSING LABOR DISPUTES OR STRIKES WITH ANY OTHER CONTRACTORS AND LABOR THEN BEING USED IN THE SHOPPING CENTER AND TENANT SHALL, WITHIN FIVE (5) DAYS AFTER LANDLORD'S REQUEST, CAUSE THE REMOVAL FROM THE DEMISED PREMISES OF ANY CONTRACTORS AND LABOR UTILIZED BY TENANT WHICH RESULTS IN ANY LABOR STOPPAGE, STRIKE, LOCKOUT, OR LABOR DISPUTE AFFECTING THE SHOPPING CENTER. Notwithstanding the foregoing, in no event shall Tenant be expected or obligated to engage in any conduct which is in conflict with or violates any federal, state or local law including, without limitation, the National Labor Relations Act or the regulations thereto. (e) Tenant's construction work shall be done in properly protected with lights and barricades and secured against accident, storm or any other hazard. Staging for the manner required by construction of the Development Agreement and Tenant's restaurant shall be completely lien-free (except as provided in Sections 11.1 and 11.2 hereof, and except as otherwise permitted by confined to the Development Agreement and area designated "staging" on the ESA)Site Plan. Tenant shall keep all other portions of the Shopping Center substantially free from and unobstructed by debris, equipment materials or supplies related to Tenant's construction work and will use its best good faith commercially reasonable efforts to obtain warranties for Tenant's Work from keep obstruction to a minimum. Tenant shall patch and repair asphalt and cement, if necessary, in its contractors staging areas upon demobilization of construction and to enforce leave same clean and free of debris. During such warranties so that defects in Tenant's Work are corrected. If any warranties are not assignable to Landlordconstruction work, Tenant shall nevertheless use reasonable diligence store all trash, debris and rubbish as reasonably directed by Landlord and upon the completion of Tenant's construction work, Tenant shall remove all temporary structures, surplus materials, debris and rubbish of whatever kind remaining on the Demised Premises, the staging areas or other portions of the Shopping Center. Landlord shall be responsible for the removal of rubbish and trash from the Shopping Center caused by Landlord. Landlord and Landlord's architect or engineer shall be given notice of, and may attend any meetings with Tenant's contractors and may visit the job site to keep such warranties in effect observe the progress and to enforce performance of the same. Tenant further agrees that if it determines that any portion construction work. (f) In connection with the construction of the Tenant's Work contains a material defectBuilding, it shall promptly notify Landlord of such defect and of the action which Tenant proposes to take or requires its contractors to take to remedy the same, provided that Tenant shall not take create or suffer to be created or to remain, and shall discharge, any action that may prejudice Landlordmechanic's, laborer's ability to assert its warranty rights (if any) without Landlordor materialmen's prior written consentliens which shall become a lien upon Demised Premises or Shopping Center or any part thereof. Without limiting If any mechanic's, laborer's or materialmen's liens shall at any time be filed against the foregoingDemised Premises, the Shopping Center or any part thereof arising from work performed on behalf of Tenant, Tenant reserves the right within thirty (30) days shall cause such lien to install its own security system on the Project Site and Landlordbe discharged of record by payment, notwithstanding any other provision deposit, bond, order of this Lease to the contrary, understands and agrees that Tenant shall have the right to limit court of competent jurisdiction or restrict Landlord's access to the Project Site for reasonable safety and security purposes, but subject to Landlord's rights under Section 14.1 below and as provided for in the ESA and the Development Agreement. Subject to the rights of Tenant under Sections 11.1 and 11.2 hereof, and except as permitted by the Development Agreement and the ESA, all of Tenant's Work shall be completed lien-free and in accordance with all Applicable Law. At Landlord's election, all Tenant's Work shall be coordinated with Landlord's construction manager (who shall not unreasonably interfere with the rendition of Tenant's Work)otherwise.

Tenant’s Work. For purposes of this Article 5A. Prior to Tenant’s commencing any work in the Demised Premises or the Building (including, the term "Tenant's Work" shall mean and refer without limitation, any structural work or work relating to the construction Building’s systems in the Demised Premises), Tenant shall submit to Landlord for Landlord’s written approval, which approval shall not be unreasonably withheld or delayed, all architectural and installation engineering drawings, plans and specifications (herein collectively referred to as “Tenant’s Plan”) for or in connection with the improvements, installations, additions, alterations and decorations to be made by Tenant (herein collectively referred to as “Tenant’s Work”). Tenant shall also submit to Landlord for its written approval a list of all aspects contractors, subcontractors, architects, engineers and consultants (collectively, “Tenant’s Contractors”) and copies of contracts and subcontracts for Tenant’s Work (“Tenant’s Contracts”). Landlord’s approval of Tenant Contracts shall not be unreasonably withheld or delayed; provided, however, that Landlord may withhold its approval if labor is employed that is not harmonious or compatible with the labor employed by Landlord at the Building. Tenant’s Plan shall be fully detailed, shall show complete dimensions, shall not require any changes in the structure of the Project as set forth Building and shall not be in detail in the Development Agreementviolation of any laws, including the Improvementsorders, and all other equipment, fixtures, pipes, wiring, mechanical systems and other property and systems necessary to the operation rules or regulations of any governmental department or bureau having jurisdiction of the Project. All However, notwithstanding anything to the contrary contained in this Lease, Landlord’s approval of Tenant's work ’s Plan shall not be done construed to mean that Tenant’s Plan is, or that the alterations/improvements will be, in the manner required by the Development Agreement and shall be completely lien-free (except as provided in Sections 11.1 and 11.2 hereof, and except as otherwise permitted by the Development Agreement and the ESA)compliance with applicable law; that being Tenant’s sole responsibility. Tenant shall use commercially reasonable efforts also be responsible to obtain warranties for insure that all Tenant's Work from its contractors and to enforce such warranties ’s Contracts incorporate the necessary provisions of this Lease so that defects Tenant and Tenant’s Contractors are in full compliance with the terms herein. In no event shall Landlord’s review and approval of Tenant’s Contracts be deemed an approval of the terms contained (or not contained) therein. Any review or approval by Landlord of Tenant’s Plan is solely for Landlord’s benefit and without any representation or warranty whatsoever to Tenant with respect to the adequacy, correctness or efficiency thereof or otherwise. Notwithstanding anything to the contrary contained in the foregoing, Landlord’s consent shall not be required for decorative or non-structural work of Tenant (other than non-structural work which by applicable law requires a permit or which affects any Building system or structure for which said non-structural work shall requite Landlord’s consent) costing less than $75,000.00 in the aggregate, which does not affect any Building systems or structure of the Building and for which does not require governmental signoffs. However, Landlord must receive no less than ten (10) business days written notice of said decorative or non-structural work along with Tenant’s Plan, Tenant’s Contracts and proper certificates of insurance from the Tenant’s Contractor’s. B. Within ten (10) business days after submission to Landlord of Tenant’s Plan and Tenant’s Contracts, Landlord shall either approve same or shall set forth in writing the particulars in which Landlord does not approve same, in which latter case Tenant shall, within twenty (20) days after Landlord’s notification, return to Landlord appropriate corrections thereto. Such corrections shall, once again, be subject to Landlord’s review and approval. Tenant shall pay to Landlord or Landlord’s architect any reasonable charges or expenses Landlord may incur in reviewing Tenant’s Plan and Tenant’s Contracts and/or insuring compliance therewith. C. Tenant further agrees that Tenant shall not make any changes in Tenant's Work are corrected’s Plan or Tenant’s Contracts subsequent to approval by Landlord unless Landlord consents to such changes, in writing; Landlord having the right to refuse to consent to any such changes if in the reasonable judgment of Landlord or Landlord’s architect, such changes materially deviate from Tenant’s Plan theretofore approved by Landlord or otherwise violate the terms of this Lease. If any warranties are Tenant shall pay to Landlord all costs and expenses Landlord may incur or sustain as a result of such changes. Any charges payable under this Section C or the preceding Section B shall be paid by Tenant from time to time upon demand as Additional Rent, whether or not assignable to the Commencement Date has occurred. D. Following compliance by Tenant with its obligations under the foregoing Sections and approval of Tenant’s Plan and Tenant’s Contracts by Landlord, Tenant shall nevertheless use commence Tenant’s Work and it shall proceed diligently with same, in order to complete same with reasonable diligence to keep such warranties promptness using new first class materials and in effect a good and to enforce the same. workmanlike manner. E. Tenant further agrees that if it determines that any portion in the performance of Tenant’s Work (a) neither Tenant, Tenant’s Contractors nor its respective agents or employees shall interfere with the Tenant's Work contains a material defectwork being done by Landlord and its contractors, it shall promptly notify Landlord of such defect agents and of the action which Tenant proposes to take or requires its contractors to take to remedy the sameemployees, provided (b) that Tenant shall comply with any reasonable work schedule, rules and regulations proposed by Landlord, its agents, contractors or employees, (c) that the labor employed by Tenant and Tenant’s Contractors shall be harmonious and compatible with the labor employed by Landlord in the Building, it being agreed that if in Landlord’s judgment the labor is incompatible Tenant shall forthwith upon Landlord’s demand withdraw such labor from the Building, (d) that prior to commencing Tenant’s Work, Tenant and Tenant’s Contractors shall procure and deliver to Landlord worker’s compensation, commercial general liability and such other insurance policies, in such amounts as shall be reasonably acceptable to Landlord in connection with Tenant’s Work, and shall cause Landlord, its managing agent, and any holder of a mortgage and lessor under a superior lease (e.g., ground lease) to be named as an insured thereunder, (e) that prior to commencing Tenant’s Work, Tenant shall obtain the necessary consents, permits, authorizations and licenses from municipal or any other government authorities having jurisdiction of the Building or Premises necessary for Tenant’s operations, improvements and alterations and that no work shall be started or equipment installed unless and until all necessary consents, permits, authorizations and licenses shall have been obtained by Tenant and/or Tenant’s Contractors, (f) that Tenant shall defend and hold Landlord harmless from and against any and all claims arising from or in connection with any act or omission of Tenant, Tenant’s Contractors or their respective agents, contractors and employees, in connection with Tenant’s Work (g) that Tenant’s Work shall be performed in accordance with the approved Tenant’s Plan and in compliance with the laws, orders, rules and regulations of any governmental department or bureau having jurisdiction of the Demised Premises, (h) that Tenant and/or Tenant’s Contractors obtain all required signoffs from the applicable governmental department or bureau and do all further work necessary to obtain same (e.g., air balancing of HVAC system) [the failure to obtain such signoffs under this section (h) being an Event of Default hereunder]; and (i) that Tenant promptly shall pay for Tenant’s Work in full, to the extent payable under any contract with respect to Tenant’s Work between Tenant and any third party hereunder (including Tenant’s Contracts), and to the extent that such payment is not take the responsibility of Landlord, Tenant shall provide for the removal and/or bonding of any action lien to attach to the Demised Premises or the Land and/or Building (such requirement being subject to all the terms set forth in Section 22 herein). F. In the event that the “hard” cost of any of Tenant’s Contracts shall exceed $50,000,00, in addition to complying with all other provisions hereof, Tenant shall ensure that such Tenant Contract is in assignable form, providing for the completion of all work, labor and materials necessary to complete Tenant’s Work in accordance with Tenant’s Plan; to be effective upon any termination of this Lease or upon Landlord’s re-entry upon the Premises following an Event of Default prior to the complete performance of such Tenant’s Contract. G. Tenant shall (or require Tenant’s Contractors to) submit a set of “as built” construction documents to Landlord within 120 days of completion of Tenant’s Work. Failure to deliver such documents shall be an Event of Default following ten (10) days written notice to Tenant and failure to submit such “as builts” within said period. H. Tenant’s Work will not be considered complete until all required governmental signoffs and permits (including, without limitation, Department of Buildings, fire alarm, plumbing, mechanical, electrical, sprinkler, signage, equipment use permits and public assembly permits) are filed with the Department of Buildings and all controlled inspection of air conditioning systems are made. Notwithstanding anything to the contrary contained in this Lease, in the event Landlord is holding funds pursuant to a Tenant Improvement Allowance (as may prejudice Landlord's ability be hereinafter defined), Landlord shall retain ten percent (10%) of any distribution of the Improvement Allowance to assert Tenant (or Tenant’s Contractor, as the case may be) by retaining ten percent (10%) of each invoice presented to Landlord for work performed and/or costs expended and to be covered by such Improvement Allowance until all required signoffs and permits, as set forth herein, are obtained. I. In the event of any conflict between this Section 54 and Exhibit “E” attached hereto, if applicable, the terms of this Section 54 shall be superceded by the terms of Exhibit “E”. (1) Tenant, at its warranty rights (sole cost and expense, immediately after the Commencement Date of this Lease, shall obtain all necessary permits and approvals to commence to do, and thereafter diligently and in good faith, complete, all work and make all installations and repairs, if any, necessary to enable it to conduct its business in the Demised Premises and shall equip the Demised Premises with all trade fixtures, personal property, facilities, conduit(s), furniture and equipment necessary to the regular and normal operation of its business. The foregoing work shall be performed in accordance with the terms and conditions of this Lease applicable to Tenant’s Work. (2) without Landlord's prior written consentSubject to the conditions appearing at the conclusion of this Article 54J(2), Landlord agrees to provide Tenant an improvement allowance for the Premises of up to One Hundred Ninety-Four Thousand Nine Hundred Twenty-Five Dollars ($194,925.00) (“Improvement Allowance”) to be applied against any hard costs and expenses incurred or expended for construction of Tenant’s initial buildout of the Premises (“Tenant’s Initial Buildout”). Without limiting Notwithstanding the foregoing, up to Sixty Thousand Dollars ($60,000,00) of the Improvement Allowance may be expended by Tenant reserves on “soft costs” (e.g,, architectural, engineering, filing and permit fees) expended for construction of Tenant’s Initial Buildout. The Improvement Allowance shall be paid by Landlord to Tenant’s contractor, materialmen or supplier, as applicable, within thirty (30) days of presentation to Landlord of (i) invoices for the right to install its own security system on work performed; (ii) a letter signed by an authorized officer of the Project Site Tenant stating that the work has been performed correctly and Landlord, notwithstanding any other provision of this Lease to that the contrary, understands and agrees that Tenant shall have the right to limit or restrict Landlord's access to the Project Site for reasonable safety and security purposes, but subject to Landlord's rights under Section 14.1 below and amount billed is as provided for in the ESA and Tenant’s construction contract with the Development Agreement. Subject to contractor submitting the rights of Tenant under Sections 11.1 and 11.2 hereof▇▇▇▇; (iii) certification by Landlord’s or Tenant’s architect, and except as permitted by the Development Agreement and the ESAat Landlord’s option, all of Tenant's Work shall be that said work has been completed lien-free and in accordance with the plans approved by Landlord and all Applicable Lawcontracts between Tenant and the contractors, (iv) a General Release or Lien Waiver signed by the Contractor(s) and subcontractor(s) of Tenant who have performed the work for which they are being compensated and (v) copies of any contract between Tenant and their contractor or subcontractor for which a distribution is requested. At Landlord's electionLandlord does not act as the guarantor of any work performed by any contractor employed by Tenant nor shall Landlord be responsible, either directly or indirectly, for any work performed by said contractor or subcontractor. In order for any of the Improvement Allowance to be applied to any hard costs and expenses incurred or expended for the construction of Tenant’s Initial Bulldout as provided above, all Tenant's Work such hard costs and expenses shall be coordinated with Landlord's construction manager expended, or a work order relating thereto shall have been finalized, on or before December 31, 2005 [which date may be extended for up to thirty (who shall not unreasonably interfere with the rendition of Tenant's Work)30) days due to force majeure].

Tenant’s Work. For purposes (a) Tenant acknowledges that it has made a full and complete inspection of the demised premises, and Tenant agrees to accept same on the Commencement Date in their present "as-is" condition, except for the performance of Landlord's Work described on EXHIBIT B. Prior to the Commencement Date, Landlord, at no cost to Tenant, shall remove all asbestos and asbestos containing materials from the demised premises to the extent required to be removed under applicable law. Landlord agrees to deliver to Tenant a so-called original form ACP-5 in respect of the demised premises prior to Tenant obtaining its building permits. Except as set forth herein, Tenant acknowledges that neither Landlord, nor Landlord's agent, has made any representations or promises in regard to the demised premises. The opening for business by Tenant in the demised premises shall be conclusive evidence as against Tenant that the demised premises were in good and satisfactory condition at the time such possession was taken. Tenant's failure, refusal or inability to open for business in the demised premises shall not be deemed evidence that the demised premises were not in good or satisfactory condition. (b) Any installations, materials and work which may be undertaken by or for the account of Tenant to equip, decorate and furnish the demised premises for Tenant's for Tenant's initial occupancy thereof (hereinafter referred to as "TENANT'S WORK") shall be performed by Tenant, at Tenant's sole cost and expense in accordance with the terms, covenants and conditions set forth in this lease, including, without limitation, Article 5, the term "42 hereof. (c) In connection with Tenant's Work" , Tenant shall mean and refer be permitted (subject to the construction applicable provisions of this Lease) to use the area above any hung ceiling of the floor below the demised premises and similar areas outside of the demised premises for the installation of plumbing or poke through electrical devices and similar items as Tenant may reasonably require. (d) Landlord acknowledges that the 14th and 15th floors are currently non re-entry floors for all aspects of fire stairs. Landlord agrees not to reprogram the Project as set forth 14th or 15th floor unless required to do so by changes in detail governmental requirements. (e) Landlord's rules and regulations for tenant's work to the contrary notwithstanding, Landlord acknowledges that, in the Development Agreementconnection with Tenant's Work, including the Improvementsit shall require one (1) hour rated demising and corridor walls with 3/4 hour doors, for sprinklered multi-tenant floors in compliance with applicable codes, and that two (2) hour and one and one half (1 1/2) hour rated doors shall not be required. (a) Landlord agrees to pay to Tenant, in accordance with, and subject to, the provisions of this Section B, an amount not to exceed the lesser of (i) the cost for Tenant to perform all other equipment, fixtures, pipes, wiring, mechanical systems and other property and systems necessary to the operation of the Project. All items of Tenant's work shall be done Work in the manner required by the Development Agreement demised premises (including architectural, engineering, expediter and shall be completely lien-free (except as provided in Sections 11.1 and 11.2 hereofinspection fees, and except fees for all municipal and other permits, licenses and approvals (hereinafter referred to as otherwise permitted by "SOFT-COSTS"), all to the Development Agreement and the ESA). Tenant shall use commercially reasonable efforts extent that same are directly related to obtain warranties for Tenant's Work from its contractors and to enforce such warranties so that defects in Tenant's Work are corrected. If any warranties are not assignable to Landlord, Tenant shall nevertheless use reasonable diligence to keep such warranties in effect and to enforce the same. Tenant further agrees that if it determines that any portion of the Tenant's Work contains a material defect(as opposed to being related to furniture, it shall promptly notify Landlord of such defect furnishings or other non-"hard cost" items) and do not exceed, in the aggregate, ten (10%) percent of the action Construction Payment (as hereinafter defined)), other than the cost of items which constitute Tenant's personal property and which are removable by Tenant proposes from the demised premises on the Expiration Date, and (ii) $2,424,555.00, (such lesser amount being hereinafter referred to take or requires its contractors to take to remedy as the same"CONSTRUCTION PAYMENT"), provided that at the time Landlord is otherwise obligated to make such payment of the Construction Payment or any portion thereof, Tenant is not in breach or default of any of the terms, covenants and conditions of this lease on Tenant's part to observe, perform or comply with. Pursuant to EXHIBIT B attached hereto, Landlord has agreed to perform certain Electrical Upgrading Work, the cost of which shall be subject to the approval of Tenant prior to the commencement of such work, which approval shall not take any action that may prejudice Landlord's ability to assert its warranty rights (be unreasonably withheld or delayed by Tenant, and which approval shall be deemed given if any) without Landlord's prior written consent. Without limiting the foregoing, Tenant reserves the right to install its own security system on the Project Site and Landlord, notwithstanding any other provision of this Lease to the contrary, understands and agrees that Tenant shall have the right to limit or restrict Landlord's access to the Project Site for reasonable safety and security purposes, but subject does not respond to Landlord's rights under Section 14.1 below and request therefor within five (5) days after Landlord gives such request to Tenant. In the event Landlord expends more than $70,000.00 to perform such Electrical Upgrading Work (such additional amount being referred to as provided for in the ESA and "EXCESS AMOUNT"), the Development Agreement. Excess Amount shall be deducted from the Construction Payment otherwise payable to Tenant hereunder. (b) Subject to the rights provisions of this Section, Landlord hereby agrees to make periodic payments of portions of the Construction Payment to Tenant under Sections 11.1 as Tenant's Work progresses, in accordance with the terms and 11.2 hereofconditions hereinafter set forth (the "CONSTRUCTION PAYMENT CONDITIONS"): (i) Tenant shall submit to Landlord from time to time, and except but not more often than once per month, requisitions (herein referred to as permitted by "TENANT'S REQUEST") for such periodic payment with respect to the Development Agreement and the ESA, all portion(s) of Tenant's Work performed subsequent to the immediately preceding Tenant's Request, the form of which Tenant's Request shall be completed lien-free and in accordance with all Applicable Law. At designated by Landlord's election, all Tenant's Work shall be coordinated with Landlord's construction manager (who shall not unreasonably interfere together with the rendition of Tenant's Work).following:

Tenant’s Work. For purposes (a) Tenant, at its sole cost and expense, shall complete Tenant's build out of this Article 5the Premises (collectively, the term "Tenant's Work" shall mean and refer ") in accordance with the Tenant's Final Plans (as hereinafter defined). (b) Subject to the construction and installation of all aspects paragraph 15 of the Project as set forth Lease, Tenant warrants to Landlord Tenant shall complete Tenant's Work in detail in the Development Agreementaccordance with all laws, ordinances, codes and regulations, including without limitation the Improvements, and all other equipment, fixtures, pipes, wiring, mechanical systems and other property and systems necessary to Americans with Disabilities Act (the operation of the Project. All of Tenant's work shall be done in the manner required by the Development Agreement and shall be completely lien-free (except as provided in Sections 11.1 and 11.2 hereof, and except as otherwise permitted by the Development Agreement and the ESA"ADA"). Tenant shall use commercially reasonable efforts also be responsible for causing the Premises to obtain warranties comply with any provision of the ADA which applies to "public accommodations", if Tenant desires to operate all or any portion of the Premises so as to render the Premises or any portion thereof a "public accommodation." Unless caused by the negligent or intentional acts or omissions of Landlord or its agents, representatives, employees or contractors or the failure of Landlord to discharge its obligations under this Lease, Tenant agrees to indemnify, defend and hold Landlord and Landlord's agents harmless from and against any and all loss, liability, cost and expense (including without limitation, attorney's fees and court costs) incurred by Landlord or its agents relating in any way to the performance of Tenant's Work, including without limitation, the imposition of any lien against the Premises or the Building in connection therewith. In no event shall Landlord be deemed to have consented to the imposition of any lien against any interest of Landlord on the Building or the Premises. (c) The Tenant's Final Plans shall be prepared as follows: (i) Tenant shall prepare proposed final plans and specifications (the "Proposed Tenant's Final Plans") for the Tenant's Work. The Plans and Specifications shall be consistent with the pre-architectural specifications (the "Tenant's Work General Specifications") of Tenant's Work attached hereto as Exhibit "C-2". Within five (5) business days after receipt of the Proposed Tenant's Final Plans Landlord shall, in writing, inform Tenant of required revisions or corrections thereto. Landlord's revisions and corrections to the Proposed Tenant's Final Plans shall be limited to any aspect thereof which is materially inconsistent with the Tenant's Work General Specifications. In the event Landlord shall not inform Tenant of such desired revisions or corrections within such five (5) business day period, the Proposed Tenant's Final Plans shall be deemed approved and accepted for the purposes hereof. (ii) In the event Landlord shall inform Tenant of required revisions or corrections to the Proposed Tenant's Final Plans, Tenant shall revise the Proposed Tenant's Final Plans and shall submit the revised Proposed Tenant's Final Plans to Tenant for Tenant's Work from its contractors and to enforce such warranties so that defects in approval within three (3) business days of the receipt of Tenant's Work comments. Landlord shall have three (3) business days after the receipt of such revised Proposed Tenant's Final Plans to review, approve or comment on the required provisions or corrections thereto. Landlord's revisions and corrections to any revision to the Proposed Tenant's Final Plans shall be limited to any aspect thereof which is materially inconsistent with the revision(s) requested by Tenant pursuant to the terms hereof. In the event Landlord shall not inform Tenant of such desired revisions or corrections to the revised Proposed Tenant's Final Plans within said three (3) business day period, the revised Proposed Tenant's Final Plans shall be deemed approved or accepted for the purposes hereof. This process shall continue until the Proposed Tenant's Final Plans are corrected. If any warranties are not assignable finally approved by Landlord and Tenant. (iii) The Proposed Tenant's Final Plans, as finally approved by Landlord and Tenant, shall collectively be referred to as the "Tenant's Final Plans." Without the prior written consent of Landlord, Tenant shall nevertheless use reasonable diligence not make any changes to keep such warranties in effect and to enforce the same. Tenant further agrees that if it determines that any portion of the Tenant's Work contains a material defect, it shall promptly notify Landlord of such defect and Final Plans. Subject to all of the action which Tenant proposes to take or requires its contractors to take to remedy the same, provided that Tenant shall not take any action that may prejudice Landlord's ability to assert its warranty rights (if any) without Landlord's prior written consent. Without limiting the foregoing, Tenant reserves the right to install its own security system on the Project Site terms and Landlord, notwithstanding any other provision conditions of this Lease (other than the obligation to pay rent) and so long as Tenant its agents, representatives, employees, contractors and invitees do not interfere with Landlord's performance of the contraryLandlord's Work, understands and agrees that Tenant shall have the right to limit or restrict Landlord's access enter the Premises prior to the Project Site Commencement Date for reasonable safety and security purposes, but subject to Landlordthe purpose of performing the Tenant's rights under Section 14.1 below and as provided for in the ESA and the Development AgreementWork. Subject to the rights of Tenant under Sections 11.1 and 11.2 hereof, and except as permitted by the Development Agreement and the ESA, all of Tenant's Work shall be completed lien-free and performed by contractors reasonably approved by Landlord (such approved contractors are hereinafter referred to as "Tenant's Contractors"). If Landlord fails to disapprove any such proposed contractor within two (2) business days of demand from Tenant, such contract shall be deemed approved for purposes of completing the Tenant's Work. (iv) Landlord shall not be entitled to any construction management fee or any other similar fee in accordance connection with all Applicable LawTenant's Work. At Landlord's election, all By sending Tenant written notice designating which elements of Tenant's Work shall be coordinated with Landlord's construction manager (who shall not unreasonably interfere with Landlord is electing to purchase, Landlord will have the rendition option from time to time to pay the Tenant for the cost of some or all of the Tenant's Work, whereupon the amount of monthly rental due hereunder shall increase by the amount computed by multiplying the amount paid by Landlord by eleven percent (11%) and dividing such product by twelve (12). If Landlord exercises the option described in the preceding sentence, Landlord and Tenant shall enter into an amendment to this Lease to memorialize any such payments made by Landlord and the resulting return due Landlord.

Tenant’s Work. For purposes of this Article 542.1 Tenant, at Tenant's sole cost and expense, and in a good and workmanlike manner, shall make and complete work (the term "Tenant's Work" ") in and to the demised premises as has or shall mean be reduced in accordance with Article 37 of this Lease. With respect to Tenant's Work, Tenant shall, subject to Owner's reasonable approval, such approval not to be unreasonably withheld or delayed, have the right to designate a general contractor or construction manager, which general contractor or construction manager may be Tenant or an affiliate of Tenant. 42.2 Tenant, at Tenant's sole cost and refer expense, shall cause to be prepared a preliminary plan or set of plans (which said plan or set of plans, as the case may be, are hereinafter called the "plan") which shall contain information relating to the construction and installation of all aspects of the Project as set forth demised premises and the engineering in detail in connection therewith and any effect on building systems. The plan shall be submitted by Tenant to Owner for Owner's approval, which approval shall not be unreasonably withheld or delayed and shall be based solely upon (i) the Development Agreement, including the Improvements, and all other equipment, fixtures, pipes, wiring, mechanical systems and other property and systems necessary to the operation of the Project. All effect of Tenant's work shall be done in Work upon the manner required by the Development Agreement Building engineering specifications and shall be completely lien-free (except as provided in Sections 11.1 and 11.2 hereofsystems, and except as otherwise permitted by (ii) the Development Agreement and the ESA). Tenant shall use commercially reasonable efforts to obtain warranties for effect of Tenant's Work from its contractors and to enforce such warranties so that defects in on the structure of the Building (i.e., Tenant's Work are correctedmust not be structural in nature except that installation of chaseways/vertical risers having a diameter of not more than twelve inches between contiguous floors of the demised premises shall be deemed not to be structural in nature). If any warranties are not assignable to LandlordOwner shall disapprove the plan, Owner shall set forth its reasons for such disapproval and itemize those portions of the plan so disapproved. In the event Owner disapproves the plan, Tenant shall nevertheless use reasonable diligence make such changes to keep such warranties the plan as Owner shall reasonably require and shall thereupon resubmit the revised plan for Owner's approval in effect and accordance with this Section. Owner shall not be deemed unreasonable in withholding its consent to enforce the sameextent that the plan prepared by Tenant pursuant hereto involves the performance of work or the installation of materials or equipment which do not equal or exceed the standard of quality adopted by Owner for the Building. Tenant further agrees that if it determines that any portion In connection with the review of the Tenant's Work contains a material defectplan, it Owner shall promptly notify Landlord of such defect and of the action which Tenant proposes not be entitled to take any fee or requires its contractors to take to remedy the sameoverhead payment, provided that but Tenant shall not take any action that reimburse Owner for its actual, out-of-pocket expense within thirty (30) days after being invoiced therefor. In accordance with the plan and such other plans and specifications as may prejudice Landlordbe approved by Owner, Tenant, at Tenant's ability to assert its warranty rights (if any) without Landlordexpense, will make and complete Tenant's prior written consentWork. Without limiting the foregoing, Tenant reserves the right to install its own security system on the Project Site and Landlord, notwithstanding any other provision of this Lease to the contrary, understands and agrees that Tenant shall have the right to limit revise the plan, provided Tenant has received Owner's prior written consent, such consent not to be unreasonably withheld or restrict Landlorddelayed, to such revision. Final plans will be delivered to Owner as they become available, for Owner's access approval, such approval not to be unreasonably withheld or delayed, pursuant to this Section. Anything to the Project Site contrary contained in this Section 42.2 notwithstanding, Tenant shall be permitted to, and shall only be required to, complete Tenant's build-out to the extent of plans filed with and approved by the New York City Buildings Department. 42.3 The following conditions shall also apply to Tenant's Work: (a) Tenant, at Tenant's expense, shall file all required architectural, mechanical and electrical drawings and obtain all necessary permits, and shall furnish and perform all engineering and engineering drawings in connection with Tenant's Work. (b) Prior to Tenant's occupancy of any portion of the demised premises to which Tenant's Work has been performed for reasonable safety the conduct of Tenant's business, Tenant, at its expense, shall procure a temporary certificate of completion for such portion or shall receive written advice from such local authority permitting lawful occupancy pending issuance of a certificate of completion. Owner agrees to cooperate with Tenant in obtaining all permits and security purposescertificates pursuant to this Section, but and, if requested, Owner agrees to join in applications therefor. (c) Tenant shall cause all work to be performed by a licensed and insured contractor subject to Landlordall terms and conditions set forth in this Lease. 42.4 Owner agrees to make a contribution of Two Million One Hundred Fifty Thousand Dollars ($2,150,000.00) ("Owner's rights under Section 14.1 below Contribution") to be paid by Owner to Tenant as progress payments on a monthly basis upon Tenant providing invoices for the subject work from the subject contractors. Any request by Tenant for payment of Owner's Contribution shall be accompanied by (i) copies of invoices from contractors performing the portion of Tenant's Work; (ii) a certificate executed by Tenant and as provided for in the ESA and the Development Agreement. Subject to the rights of Tenant under Sections 11.1 and 11.2 hereof, and except as permitted by the Development Agreement and the ESA, all Tenant's architect that such portion of Tenant's Work (other than soft costs) has been completed in a manner satisfactory to such parties; and (iii) a certificate and partial lien waiver from the contractor performing such work (other than soft costs) that such contractor has been paid in full for all prior invoices of such contractors that have been submitted to Owner for payment. The final payment ten percent (10%) retainage shall be conditioned upon Owner's receiving (a) final waivers of lien from all contractors and subcontractors, and (b) an architect's certification that all Tenant Work has been completed lien-free and in accordance compliance in all material respects with all Applicable Lawapplicable laws. At LandlordAny portion of Owner's election, all Contribution which is not applied to the cost of Tenant's Work (including soft costs such as, but without limitation, legal, architectural, engineering and expeditor fees and disbursements and the costs of permits and filing fees) shall be coordinated with Landlord's construction manager (who shall not unreasonably interfere with a rent credit to be applied to Base Rent next coming due under this Lease. Anything to the rendition contrary contained in this Section 42.4 notwithstanding and regardless of the state of completion of Tenant's Work)installation, it is a material provision of this Lease that Tenant shall have received the Owner's Contribution by direct payment or by rent credits no later than the third (3rd) anniversary of the Commencement Date, and to the extent the entire Owner's Contribution except for ten percent (10%) retainage if applicable has not been paid prior to the third (3rd) anniversary of the Commencement Date, Owner shall pay Tenant the portion of Owner's Contribution not yet paid on the third (3rd) anniversary of the Commencement Date, time being deemed of the essence. 42.5 Tenant may submit the plan to Owner in stages and perform Tenant's Work in stages, as determined in Tenant's sole discretion.

Tenant’s Work. For purposes of this Article 54.01 At its own expense, Tenant shall provide all design, engineering, plans, specifications, drawings, permits, fees, work, labor, skill and equipment required to complete the term "Premises for occupancy, and shall construct the Tenant's Work" ’s Improvements in accordance with Tenant’s Drawings, approved in the manner set forth herein. 4.02 The following shall mean be carried out at Tenant’s expense and refer by Landlord’s contractor: (1) all approved modifications and/or additions to the construction shell building structural system, roof and life safety systems, including, without limitation, installation of all aspects approved modifications and additions for the existing shell building sprinkler system, and (2) any drilling, cutting, coring and patching for conduit, pipe sleeves, chases, duct equipment, or openings in the floors, walls, columns or roofs of the Project Premises which is approved by Landlord. The following may be carried out by Tenants contractor at Tenant’s expense subject to the requirements of Section 4.03 below: (1) all approved modifications to the shell building plumbing, heating, cooling, ventilating, exhaust, control and electrical distribution systems as installed by Landlord, and (2) patching of building standard fireproofing, if applicable. 4.03 Modifications to the shell building systems set forth in detail Section 4.02 and special requirements of Tenant will be considered by Landlord only if applied for at the time Tenant’s Drawings are submitted for approval and if they are compatible with the capacity and character of the shell building. Drawings for such proposed modifications shall be certified (sealed) by an architect duly registered in the Development AgreementState of Utah. Landlord shall not be required to grant its consent to allow Tenant’s contractor to perform such work unless Tenant agrees to obtain from Landlord’s subcontractor(s) originally responsible for the installation of such shell building systems written statements in form satisfactory to Landlord, including that Tenant’s modifications of such shell building systems will be performed in a good workmanlike manner and specifically affirming the Improvements, continued validity of any and all other equipment, fixtures, pipes, wiring, warranties and guaranties in effect prior to commencement of Tenant’s Work from each such shell building systems subcontractor. Restrictions on mechanical systems and other property and systems electrical connections by Tenant may be imposed as reasonably necessary by Landlord to insure that no warranty or guarantee pertaining to the operation of the Project. All of Tenant's shell building is lost or jeopardized. 4.04 No construction work shall be done in undertaken or commenced by Tenant until: (a) Tenant’s Drawings have been submitted to and approved or deemed approved by Landlord, and (b) all necessary building permits and required insurance coverages have been secured and certificates of insurance delivered to Landlord. 4.05 Tenant shall proceed with its work expeditiously, continuously, and efficiently, and shall complete the manner required same by the Development Agreement date one hundred twenty (120) days following the Delivery Date. Failure of Tenant to complete by such date shall not prevent commencement of the term of the Lease or commencement of any rental or other charges payable by Tenant under the Lease. 4.06 Tenant shall ensure that all materials, skill and workmanship in Tenant’s Work shall be completely lien-free (except as provided in Sections 11.1 and 11.2 hereofof uniformly high quality, not less than building standard, and except as otherwise permitted by in accordance with the Development Agreement best standards of practice and the ESA)any governing codes or regulations. Tenant shall use commercially reasonable efforts to obtain warranties for Tenant's Work from its contractors and to enforce such warranties so that defects in Tenant's Work are corrected. If any warranties are not assignable to Landlord, Tenant shall nevertheless use reasonable diligence to keep such warranties in effect and to enforce the same. Tenant further agrees that if it determines that any portion of the Tenant's Work contains a material defect, it shall promptly notify Landlord of such defect and of the action which Tenant proposes to take or requires its contractors to take to remedy the same, provided that Tenant shall not take any action that may prejudice Landlord's ability to assert its warranty rights (if any) without Landlord's prior written consent. Without limiting the foregoing, Tenant reserves the right to install its own security system on the Project Site and Landlord, notwithstanding any other provision of this Lease to the contrary, understands and agrees that Tenant shall have the right obligation to limit timely deliver any materials and equipment and labor to be supplied by Tenant so as not to delay substantial completion of Tenant’s Work. Tenant represents and warrants that Tenant’s Drawings and the improvements contemplated thereby shall be in compliance with applicable building and zoning laws, ordinances, regulations and any covenants, conditions or restrict Landlord's access restrictions affecting the Shopping Center, and that the same are in accordance with good engineering and architectural practice, and that Tenant’s Drawings are sufficient for issuance of a building permit for Tenant’s Work. Further, Tenant shall be responsible for obtaining the certificate of occupancy for the Premises with respect to Tenant’s Work, and shall furnish the same to Landlord prior to the Project Site for reasonable safety Commencement Date. 4.07 Tenant shall appoint a representative as Tenant’s representative with full authority to make decisions and security purposes, but subject to Landlord's rights under Section 14.1 below and as provided for in the ESA and the Development Agreement. Subject to the rights commitments on behalf of Tenant under Sections 11.1 in respect to Tenant’s Work and 11.2 hereof, and except as permitted by the Development Agreement and the ESA, all of changes therein. 4.08 All Tenant's ’s Work shall be completed lien-free and in accordance confined to the interior of the Premises, with all Applicable Law. At Landlord's electionthe exception of sign mountings, all Tenant's Work which shall be coordinated performed in compliance with Landlord's construction manager (who shall not unreasonably interfere with ’s sign criteria and the rendition of Tenant's Work)approved sign drawings.

Tenant’s Work. For purposes Landlord hereby acknowledges receipt of, and hereby approves those plans for, interior improvements to be made to the Premises by Tenant in accordance with the plans attached hereto as Exhibit C (“Tenant’s Work”). No further or additional consent or approval of this Article 5Landlord is required for Tenant’s Work. Tenant’s Work shall comply with all applicable laws, ordinances and building codes (including, without limitation, the term "Americans With Disabilities Act of 1990, the Florida Americans With Disabilities Accessibility Implementation Act, and the related implementing regulations, codes, rules and accessibility guidelines, as such acts and related regulations, codes, rules and guidelines may be amended from time to time (collectively, the “ADA”)). Tenant shall have the right, without payment of rent or any other charges, after the Commencement Date and prior to Rent Commencement Date, whenever Tenant shall deem it appropriate, to enter the Premises to inspect the same, and at Tenant's Work" shall mean and refer ’s election, to the construction and installation of all aspects of the Project as set forth in detail commence Tenant’s work. All work performed in the Development Agreement, including Premises by the Improvements, and all other equipment, fixtures, pipes, wiring, mechanical systems and other property and systems necessary to the operation of the Project. All of Tenant's work Tenant shall be done in a good and first class workmanlike manner and free of any liens on Landlord’s fee simple interest or on Tenant’s leasehold interest in the manner required by the Development Agreement Premises. Landlord agrees to do, execute, acknowledge and deliver all such further acts, instruments and assurances and to take all such further action (all at no cost to Landlord) as shall be completely lien-free (except as provided in Sections 11.1 necessary or desirable to fully consummate and 11.2 hereofeffect the completion of Tenant’s Work, including, but not limited to, providing Tenant and except as otherwise permitted by the Development Agreement and the ESA). Tenant shall use commercially reasonable efforts to obtain warranties for Tenant's Work from its ’s employees, agents, contractors and to enforce such warranties so that defects in Tenant's Work are corrected. If any warranties are not assignable to Landlord, Tenant shall nevertheless use reasonable diligence to keep such warranties in effect licensees with full and to enforce the same. Tenant further agrees that if it determines that any portion of the Tenant's Work contains a material defect, it shall promptly notify Landlord of such defect and of the action which Tenant proposes to take or requires its contractors to take to remedy the same, provided that Tenant shall not take any action that may prejudice Landlord's ability to assert its warranty rights (if any) without Landlord's prior written consent. Without limiting the foregoing, Tenant reserves the right to install its own security system on the Project Site and Landlord, notwithstanding any other provision of this Lease to the contrary, understands and agrees that Tenant shall have the right to limit or restrict Landlord's complete access to the Project Site for reasonable safety Building and security purposesthe Common Property surrounding the Building at all times from and after the Commencement Date. In the event that, but subject to Landlord's rights under Section 14.1 below and as provided for in the ESA and the Development Agreementcourse of completing Tenant’s Work, Tenant experiences any interference, interruption, delay or disturbance that is caused by Landlord or any party claiming by, through or under Landlord, rent shall ▇▇▇▇▇ on a per diem basis in proportion to such interference, interruption, delay or disturbance. Subject to the rights Upon completion of Tenant under Sections 11.1 and 11.2 hereofTenant’s Work, Tenant, at its expense, shall install its furniture, trade fixtures, and except as permitted by equipment so that Tenant can occupy the Development Agreement Premises for the use and the ESA, all of Tenant's Work shall be completed lien-free and in accordance with all Applicable Law. At Landlord's election, all Tenant's Work shall be coordinated with Landlord's construction manager (who shall not unreasonably interfere with the rendition of Tenant's Work)purpose intended.

Tenant’s Work. For purposes of this Article 5, the term "PART ONE. General Criteria for Tenant's Work" 1. Tenant shall mean perform Tenant's Work in accordance with all Laws including, without limitation, the building code of the jurisdiction in which the Center is located and refer all requirements of the Americans with Disabilities Act. 2. Tenant's Initial Work and, except to the construction extent as may be specifically otherwise provided in the Lease, all subsequent Work in the Premises which Tenant may wish to perform, shall be subject to the advance written approval by Landlord. 3. Tenant shall, prior to commencement of Work, obtain all required building and installation of all aspects other permits at Tenant's expense and post said permits at the Premises as required. 4. The loads imposed by Work at the Premises (including dead and live loads) shall not exceed the allowable load capacity of the Project as set forth in detail in the Development Agreement, including the Improvements, and all other equipment, fixtures, pipes, wiring, mechanical existing structural systems and other property and systems necessary to the operation of the Project. All of Tenant's work shall be done in the manner required by the Development Agreement and shall be completely lien-free (except as provided in Sections 11.1 and 11.2 hereof, and except as otherwise permitted by the Development Agreement and the ESA)components thereof. 5. Tenant shall use commercially reasonable efforts to obtain warranties only new materials for Tenant's Work from its contractors the Work, including improvements, equipment, trade fixtures and to enforce such warranties so that defects in Tenant's Work are correctedall other fixtures. If any warranties are not assignable to LandlordNotwithstanding the foregoing, Tenant shall nevertheless use reasonable diligence may reuse portions of existing improvements subject to keep such warranties in effect and to enforce the same. Tenant further agrees that if it determines that any portion of the Tenant's Work contains a material defect, it shall promptly notify Landlord of such defect and of the action which Tenant proposes to take or requires its contractors to take to remedy the same, provided that Tenant shall not take any action that may prejudice Landlord's ability to assert its warranty rights (if any) without Landlord's prior written consentapproval, provided that said approval shall in no manner relieve Tenant from the requirement that all Work comply with this Lease, the Design Criteria and all Laws. Without limiting the foregoing, Tenant reserves the right to install its own security system Reuse of existing improvements shall be clearly indicated on the Project Site and Landlord, notwithstanding any other provision of this Lease Tenant's Drawings (as defined below). Landlord makes no warranty or representation as to the contrary, understands and agrees that condition or suitability of existing improvements reused by Tenant. 6. Tenant shall have make no marks or penetrations into the right roof, upper floor decks, exterior walls, or floors, unless approved by Landlord in advance. 7. If any Work being performed by Tenant to limit or restrict Landlord's access to the Project Site for reasonable safety and security purposes, but subject connect to Landlord's rights under Section 14.1 below utilities requires access through the premises of any other tenant or otherwise will affect any other tenant and as provided Landlord has approved such Work, Tenant shall be responsible for in coordinating such Work with such other tenant, restoring said tenant's premises to its original condition following the ESA and the Development Agreement. Subject to the rights of Tenant under Sections 11.1 and 11.2 hereofWork, and except as permitted compensating said other tenant for any costs incurred by it on account of such Work. 8. If any of Tenant's Work necessitates any special work outside the Development Agreement Premises, such as, but not limited to, increasing the size of electric conduit or adding or relocating water service or sanitary service, Landlord, at Landlord's election, may perform such work and Tenant shall reimburse Landlord the ESAcost thereof plus 15% thereof for administration, all or require Tenant perform the work at Tenant's cost. 9. No approval from Landlord with respect to any aspect of Tenant's Work shall be completed lien-free and valid unless in accordance with all Applicable Law. At Landlord's election, all Tenant's Work shall be coordinated with Landlord's construction manager (who shall not unreasonably interfere with the rendition of Tenant's Work)writing.

Tenant’s Work. For purposes A. Tenant’s Work shall include, but not necessarily be limited to, any items not specifically included in Section III Landlord’s Work at Landlord’s Expense and the following: 1. Tenant, at Tenant’s sole cost and expense, shall perform a partial remodel of the Premises which shall be completed no later than the Rental Commencement Date hereof. Such remodel work shall include, but not limited to, installation of new fixtures, signage and graphics (including as illuminated sign per signage criteria for the Shopping Center); and repairing, replacing or making “like-new” the storefront, ceilings, lighting, floors, and the heating, ventilating and air conditioning (HVAC) system(s). All such work to be completed in accordance with the provisions of Sections 5.01 and 9.01 of the Lease and this Exhibit B. Prior to the commencement of any such work Tenant shall obtain Landlord’s prior written approval of its Plans and Specifications therefor. Additionally, on or before the Rental Commencement Date, Tenant shall have the sprinkler system and fire alarm system checked and tested and ensure that any repairs or reconfiguration required to the Fire Life Safety system meets applicable code. Tenant shall also be required to provide an air balance report for the HVAC in the space. It is understood between the parties that any portion of this Article Exhibit B or the Lease which are inconsistent with the foregoing are included for illustration only, in the event Tenant elects to do any additional work at the commencement of or during the Term, or in the event reconstruction of the Premises becomes necessary following damage or destruction, and in such cases, ▇▇▇▇▇▇’s Work shall be as further set forth below. Tenant shall perform any and all demolition work as may be required in order for Tenant to complete Tenant’s Work. All items of existing construction that Tenant may wish to re-use, modify or abandon shall be subject to Landlord’s prior written approval. 2. Tenant shall be responsible to provide, finish and level any concrete floor slab(s) within the Premises, as may be required to accept Tenant’s finished floor material and eliminate any tripping hazards. Where floor slab elevations within the Premises are above or below Common Area floor elevations, Tenant shall provide the necessary transitions at storefront areas and rear service door areas to make the floor of the Premises even with any adjoining floor elevation. 3. Tenant shall be responsible to install a finished floor in all areas within the Premises that are visible to the public. 4. Tenant shall be responsible to install a finished ceiling throughout the Premises (or as may otherwise be approved by Landlord and all jurisdictional authorities). ROS/Impossible Kicks B-2 Form Rev. 08/11/2021 5. Tenant shall be responsible to supply and install interior partitions and complete demising walls (fire rated gypsum board or other required finish) throughout the Premises, as may be required to complete the Premises. 6. Tenant shall be responsible to supply and install a complete storefront system for the Premises. 7. Tenant shall be responsible to supply and install all construction and finish materials throughout the Premises. Such material installations shall include, but not be limited to, all wall coverings, floor coverings, ceiling materials, partitions, doors and Tenant’s storefront construction. 8. Intentionally deleted. 9. Tenant shall construct, where applicable, a recessed doorway to provide access from the Premises to a service area or egress corridor. 10. Tenant shall be responsible to supply and install all furniture, fixtures, cabinetwork, shelving, personal property and equipment as may be required to complete the Premises. 11. Tenant shall ensure that all roof and slab penetrations made as a part of Tenant’s Work are properly sealed and remain watertight to prevent possible damage. Failure to do so shall be at the sole risk and expense of Tenant in the event damage occurs. 12. For all wet areas of the Premises, Tenant must install a waterproof membrane to waterproof all floor slabs and slab penetrations in all lavatories, kitchens and similar water prone areas where water is used for food preparation and cleaning. Perimeter walls of such areas must be waterproofed to a point of no less than (12”) Twelve inches above the slab. In addition, Tenant must slope floor surfaces to prevent the passage of water, waste and other liquids out of such areas. All wet areas are subject to flood testing prior to Tenant’s opening with all remedial work completed as may be needed. 13. Mezzanines will not be permitted within the Premises without Landlord’s prior written approval. Where permitted, mezzanines shall be designed and installed to be independent of the building structure and shall comply with all governing codes, and the requirements of the Landlord and all jurisdictional authorities. B. Design, fabrication and installation of Tenant’s sign(s) and menu boards (if applicable) shall be performed by Tenant as a part of Tenant’s Work and shall comply with the following provisions: 1. Tenant’s sign(s) shall be subject to the prior approval of Landlord, and where applicable, the term "Tenant's Work" shall mean prior approval of all jurisdictional authorities, Major Tenants, and refer any other party that Landlord may deem appropriate. C. Installation and completion of utility services for the Premises and connection to the construction utility facilities provided by Landlord shall be performed by Tenant as a part of Tenant’s Work in accordance with the requirements set forth in the Tenant Design Criteria Manual and the following provisions: 1. Tenant’s main electrical service shall be of a type and capacity set forth in the Tenant Design Criteria Manual. If Tenant requires electrical service capacity in excess of that provided by Landlord, all costs of providing such increased service shall be paid by Tenant. Tenant shall: a. Make application, where applicable, for metered electrical service to the Premises from the serving utility authority and comply with all utility authority requirements for such metered service, including the procurement and installation of all aspects required meters, meter bases and current transformers, if applicable. b. As may be required, provide all required electrical system installations within the remote electrical service area provided by Landlord in accordance with all applicable codes, ordinances and as specified in the Tenant Design Criteria Manual. c. As may be required, provide all required conduit and conductor installations to complete Tenant’s main electrical service to and within the Premises. d. Provide all required electrical system installations within the Premises in accordance with all applicable codes, ordinances and as specified in the Tenant Design Criteria Manual. ROS/Impossible Kicks B-3 Form Rev. 08/11/2021 2. Tenant’s telephone service will be available from the main terminal board located outside the Premises and provided by the serving telephone company. Tenant shall apply for telephone service and system wiring to and within the Premises as required by the serving telephone company and comply with all their requirements and regulations. 3. Tenant shall install a fire/smoke detection system within the Premises. Such detection system shall include all required wiring, conduit, devices, equipment and controls, and shall comply with all system requirements set forth by Landlord and all jurisdictional authorities. Where applicable, Tenant shall use Fire-Life Safety contractor as specified by Landlord for certain portions of Tenant’s Work, including, without limitation, final programming and connection to Landlord’s fire alarm system. 4. If required, Tenant shall install a smoke evacuation system within the Premises. Such system shall include all required wiring, conduit, devices, equipment and controls, and shall comply with all system requirements set forth by Landlord and all jurisdictional authorities. 5. Tenant shall make all required plumbing system installations to serve the Premises. Where provided, Tenant shall connect to, and extend from, the sanitary sewer and domestic water service mains provided by Landlord for the Premises. All such installations shall comply with the following provisions: a. Tenant shall make application for metered water service as required. b. Tenant shall procure and install a water meter and pressure regulating valve as required. c. Tenant shall provide and install toilet facilities within the Premises in accordance with governing codes and Landlord’s standard criteria. Where required by code, Tenant shall provide and install at least one (1) toilet room facility for use by Tenant’s employees. d. Tenant shall install grease and hair traps as required to comply with all governing codes, and the requirements of the Project Landlord and all jurisdictional authorities. Wherever possible, such traps are to be located within the Premises. 6. Intentionally deleted. 7. Tenant shall install a branch piped fire sprinkler system within the Premises. Tenant shall connect to Landlord’s fire sprinkler supply main, or branch, and extend piping for branches, drops and heads as set forth required to complete the fire sprinkler system within the Premises in detail accordance with Landlord’s insurance carrier requirements, the requirements of the local fire marshal, all governing building codes, applicable NFPA standards and the Tenant Design Criteria Manual. Tenant sprinkler system shop drawings must be submitted for review and approval by all local authorities having jurisdiction prior to installation of the sprinkler system. Final connection to Landlord’s fire sprinkler supply main shall not be made until the entire system within the Premises is completed, pressure tested and ready for service. 8. Tenant shall provide a heating, ventilating and air conditioning (HVAC) system to serve the Premises. The location of any equipment outside the Premises shall be approved in writing by Landlord. The design and installation of the Development AgreementHVAC system shall be in accordance with the provisions of the Tenant Design Criteria Manual. 9. Tenant shall provide, as required, all exhaust air systems, including air filtration systems (electrostatic precipitators), to serve the Premises in accordance with the Standards, including the Improvements, and all other equipment, fixtures, pipes, wiring, mechanical systems and other property and systems necessary to the operation provisions of the ProjectTenant Design Criteria Manual and Landlord’s base building drawings. 10. All In the event Tenant desires the use of Tenant's work a natural gas service, such service shall be done in the manner required by the Development Agreement and shall be completely lien-free (except as provided in Sections 11.1 and 11.2 hereof, and except as otherwise permitted by the Development Agreement and the ESA). Tenant shall use commercially reasonable efforts subject to obtain warranties for Tenant's Work from its contractors and to enforce such warranties so that defects in Tenant's Work are correctedLandlord’s prior approval. If any warranties are not assignable to such service is approved by Landlord, Tenant shall nevertheless use reasonable diligence provide all required natural gas piping valves, regulators and meters from the central manifold and meter area provided by Landlord outside the Premises, from which Tenant’s natural gas service will be available, to keep such warranties in effect a location within the Premises. All pipe routing, earthquake valves and to enforce the same. Tenant further agrees that if it determines that any portion of the Tenant's Work contains a material defect, it shall promptly notify Landlord of such defect and of the action which Tenant proposes to take or requires its contractors to take to remedy the same, provided that Tenant shall not take any action that may prejudice Landlord's ability to assert its warranty rights (if any) without Landlord's prior written consent. Without limiting the foregoing, Tenant reserves the right to install its own security system on the Project Site and Landlord, notwithstanding any other provision of this Lease to the contrary, understands and agrees that Tenant shall have the right to limit or restrict Landlord's access to the Project Site for reasonable safety and security purposes, but subject to Landlord's rights under Section 14.1 below and as provided for in the ESA and the Development Agreement. Subject to the rights of Tenant under Sections 11.1 and 11.2 hereof, and except as permitted by the Development Agreement and the ESA, all of Tenant's Work installation details shall be completed lien-free and in accordance with all Applicable Lawapplicable governing codes and subject to Landlord’s prior approval. 11. At Tenants having odor producing operations must maintain a negative pressure within their Premises and shall install a high velocity forced draft ventilation system discharging to the atmosphere via the roof area. ROS/Impossible Kicks B-4 Form Rev. 08/11/2021 D. Tenant’s Work shall include the procurement of all necessary permits, licenses, variances and utility services required to facilitate Tenant’s construction and occupancy of the Premises, and the payment of any fees and taxes associated with such permits, licenses, variances and utility services, as may be required by public authorities and serving utility companies. Tenant shall make all necessary applications, provide all necessary information, pay all required monies and take all necessary actions to obtain such items from the applicable jurisdictional authorities and serving utility companies. E. In the event that Tenant introduces or allows to be introduced in the Premises any asbestos containing material or other material or substance that is now or may hereafter be defined as hazardous or toxic or is otherwise regulated as a material or substance posing a potential health threat to persons, then prior to the expiration or earlier termination of this Lease or as required by applicable federal, state or local laws, rules or regulations, Tenant shall, at Tenant’s sole cost and expense, remove any such materials or substances in accordance with all applicable federal, state or local laws, rules or regulations and in the manner that Landlord may direct which may include the use of contractors and/or consultants specified by Landlord's election. F. Tenant’s plans and specifications must be designed to accommodate and provide access to any ducts, pipes, or conduits installed within the Premises that serve the Development or any part thereof, including, but not limited to, the premises of any occupant. If there is a conflict and relocation of any mechanical or electrical component is necessary, Tenant must submit to Landlord for approval, all Tenant's Work plans, details and specifications required by Landlord for such relocation. If approved, the complete relocation shall be coordinated with Landlord's construction manager (who performed as directed by ▇▇▇▇▇▇▇▇, and at Tenant’s sole cost and expense. G. Tenant may be required to provide additional items of work or services as a part of Tenant’s Work. If applicable, such work or services shall not unreasonably interfere be provided in accordance with the rendition provisions of Tenant's Work)the Tenant Design Criteria Manual.

Tenant’s Work. For purposes of this Article 5The Tenant shall be responsible for all work to prepare the Premises for its occupancy not provided under Landlord’s Work including, but not limited to, the term "Tenant's Work" shall mean installation and refer to the construction and installation cost of all aspects of the Project as set forth in detail in the Development Agreement, including the Improvements, and all other equipmentits internal partitions, fixtures, pipes, electrical wiring, mechanical systems telecommunication cabling and other property and systems necessary plumbing costs, together with the cost of any modifications to the operation of the Project. All of Tenant's work shall be done ceiling, light or heating ventilation and air-conditioning systems in the manner Premises, as required by the Development Agreement and shall be completely lien-free Tenant’s occupancy, excluding any Landlord’s Work provided for herein (except as provided in Sections 11.1 and 11.2 hereof, and except as otherwise permitted by the Development Agreement and the ESA“Tenant’s Work”). The Tenant shall use commercially reasonable efforts to obtain warranties also be responsible for the cost of installing any special equipment required by its occupancy. The Tenant's Work from its contractors and to enforce such warranties so that defects in Tenant's Work are corrected. If any warranties are not assignable to Landlord, Tenant shall nevertheless use reasonable diligence to keep such warranties in effect and to enforce the same. Tenant further agrees that if it determines that any portion of the Tenant's Work contains a material defect, it shall promptly notify Landlord of such defect and of the action which Tenant proposes to take or requires its contractors to take to remedy the same, provided that Tenant shall not take any action that may prejudice Landlord's ability to assert its warranty rights (if any) without Landlord's prior written consent. Without limiting the foregoing, Tenant reserves the right to install its own security system on the Project Site and Landlord, notwithstanding any other provision of this Lease to the contrary, understands and agrees that Tenant shall have the right to limit or restrict Landlord's access to the Project Site for reasonable safety and security purposes, but subject to Landlord's rights under Section 14.1 below and as provided for in the ESA and the Development Agreement. Subject to the rights of Tenant under Sections 11.1 and 11.2 hereof, and except as permitted by the Development Agreement and the ESA, all of Tenant's ’s Work shall be completed lien-free in a good and workmanlike manner, subject to the prior written approval of the Tenant’s plans by Landlord, acting reasonably, as detailed and provided for in paragraph 16.35 contained herein and shall be completed in accordance with the Tenant Leasehold Improvement Manual attached as Schedule “H” to this Lease governing the Building’s rules and regulations for the coordination and construction of the Tenant’s Work. Tenant shall bear (i) the out-of-pocket costs of all Applicable Law. At the Landlord's election’s plan reviews and approvals in respect of the mechanical and electrical components of the Tenant’s Work in an amount not to exceed $9,000.00 (plus Sales Taxes), all and (ii) the reasonable out-of-pocket costs incurred by the Landlord in retaining its base building or designated engineers) or consultant(s) to review and approve the plans for any other component(s) of the Tenant's ’s Work shall be coordinated (save for the mechanical and electrical components as aforesaid), unless the Tenant engages the services of any such base building or designated engineer(s) or consultant(s) with Landlord's construction manager (who respect to any such component(s) of the Tenant’s Work in which event the Tenant shall not unreasonably interfere be responsible for any costs incurred by Landlord in respect thereof. The Tenant shall not be responsible for any charges for electrical use or other security, management, supervision, or elevator use, or other special Landlord costs, during the construction of the Tenant’s Work or Landlord’s Work, prior to the Commencement Date. Landlord shall co-ordinate with the rendition Tenant the use of one (1) service elevator for the Tenant's Work)’s use during its Fixturing Period.

Tenant’s Work. For (a) Subject to matters beyond the control of Tenant, as defined in Section 16.01 hereof, Tenant shall, on or before the Term Commencement Date, at Tenant's sole cost and expense, construct a building containing approximately 35,000 square feet which shall be suitable for use for the purposes of this Article 5set forth in Section 4.01(a) hereof, together with a parking lot sufficient to service such building with such use, and all other Improvements (hereinafter defined) on the term Premises as described in Exhibit "C" ("Tenant's Work" "). Tenant's Work shall mean be performed in accordance with (i) plans, specifications, and refer drawings reasonably approved by Landlord and (ii) all applicable federal, state and local codes and regulations and (iii) all applicable restrictions of record, including but not limited to plan approval requirements of the Polaris Design Review Committee ("PDRC"). Landlord's approval of Tenant's plans, specifications, and drawings shall not be unreasonably withheld, provided said submittal is in accordance with the foregoing and a certain Declaration of Outparcel Development Standards and Summary of and Elaboration on Declaration of Outparcel Development Standards (collectively, the "Criteria"), attached hereto as Exhibit "D". (b) Tenant shall submit to Landlord for Landlord's review and approval Tenant's conceptual and preliminary plans, specifications, and drawings for all work to be performed on or about the Premises within forty five (45) days of the date of this Lease, and Tenant shall submit to Landlord for Landlord's review and approval the final plans, specifications, and drawings for all work to be performed on or about the Premises within ninety (90) days of the date of this Lease, which submittal shall also include evidence of prior approval of the same by the PDRC. Landlord shall respond to Tenant's submittal of plans, specifications and drawings within twenty-one (21) days of receipt of same by Landlord. In the event Landlord disapproves Tenant's submittal, then Landlord shall specify said reason, and Tenant shall resubmit the same to Landlord within ten (10) days of receipt of Landlord's disapproval. Tenant shall prepare final working plans, specifications and drawings in accordance with the Criteria, and as required by all applicable governmental agencies and subject to all applicable restrictions of record. Plans, specifications and drawings shall include, but not be limited to, floor plans, criteria requirement drawings, schematic design drawings, site line studies and exterior elevations, equipment drawings, site improvement drawings, site utility plans, landscape and irrigation plans, signage plans, site grading and paving plans, a parking layout, trash storage and screening plans, and ingress/egress and traffic circulation plans, inclusive of signage controls and markings. No material deviations from the final plans, specifications and drawings, once approved by Landlord and the PDRC, shall be permitted. (c) Landlord's review of Tenant's plans, specifications and drawings shall not constitute the assumption of any responsibility by Landlord for their accuracy or sufficiency, and shall in no event create an express or implied confirmation that Tenant's design and/or plans, specifications and drawings have been prepared in accordance with the requirements of applicable laws, codes, ordinances and regulations. Tenant shall obtain, at Tenant's sole expense, all building permits, certificates and approvals which may be necessary so that a certificate of occupancy for the Premises may be issued. Upon the issuance of the certificate of occupancy, a copy thereof shall be immediately delivered to Landlord. (d) Within twenty (20) days after Tenant's completion of its building and all other improvements to the construction and installation of all aspects Premises Tenant shall provide Landlord with as-built drawings of the Project same in Auto Cadd 14 electronic format. (e) In addition to Tenant's Work and the obligations of Tenant to construct a portion of the Access Easement Drive (as provided in Section 5.04 hereof), Tenant shall perform site work in the areas designated as Area A and Area B, shown on Exhibit C-1, pursuant to the provisions of Exhibit C-2. The cost of the site work performed by Tenant in Area A shall be borne by Tenant; the cost of the site work in Area B shall be reimbursed by Landlord within 60 days after the receipt by Landlord of a detailed invoice therefor from Tenant, and lien waivers from the contractor and all subcontractors that performed the work. The cost of construction of a portion of the Access Easement Drive shall be paid for as set forth in detail Section 5.04 hereof. In the event Landlord fails to reimburse Tenant for the cost of site work in Area B, together with interest thereon at the Development Agreementrate set forth in Section 2.07 hereof, including the Improvementswithin sixty (60) days after receipt of a detailed invoice therefor, and lien waivers from the contractor and all other equipmentsubcontractors that performed such work, fixtures, pipes, wiring, mechanical systems and other property and systems necessary to the operation of the Project. All of Tenant's work shall be done in the manner required by the Development Agreement and shall be completely lien-free (except as provided in Sections 11.1 and 11.2 hereof, and except as otherwise permitted by the Development Agreement and the ESA). Tenant shall use commercially reasonable efforts to obtain warranties for Tenant's Work from its contractors and to enforce such warranties so that defects in Tenant's Work are corrected. If any warranties are not assignable to Landlord, Tenant shall nevertheless use reasonable diligence to keep such warranties in effect and to enforce the same. Tenant further agrees that if it determines that any portion of the Tenant's Work contains a material defect, it shall promptly notify Landlord of such defect and of the action which Tenant proposes to take or requires its contractors to take to remedy the same, provided that Tenant shall not take any action that may prejudice Landlord's ability to assert its warranty rights (if any) without Landlord's prior written consent. Without limiting the foregoing, Tenant reserves the right to install its own security system on the Project Site and Landlord, notwithstanding any other provision of this Lease to the contrary, understands and agrees that Tenant shall have the right to limit or restrict Landlord's access to offset such amount against twenty-five percent (25%) of the Project Site for reasonable safety and security purposesnext following Minimum Rent installments due hereunder, but subject to Landlord's rights under Section 14.1 below and as provided for until the entire obligation has been paid in the ESA and the Development Agreement. Subject to the rights of Tenant under Sections 11.1 and 11.2 hereof, and except as permitted by the Development Agreement and the ESA, all of Tenant's Work shall be completed lien-free and in accordance with all Applicable Law. At Landlord's election, all Tenant's Work shall be coordinated with Landlord's construction manager (who shall not unreasonably interfere with the rendition of Tenant's Work)full.

Tenant’s Work. For purposes The Tenant will complete, at its sole cost, all work other than the Landlord's Work, if any, within the Premises. All Tenant’s Work prior to and following the Effective Date (the “Tenant’s Work") shall be completed in accordance with this Offer and the Lease and conducted as follows: (i) In a good and workmanlike manner by contractors approved by the Landlord, acting reasonably, in advance; (ii) In accordance with professionally prepared plans and specifications approved by the Landlord prior to the commencement of this Article 5any of the Tenant’s Work and the Landlord’s Design Criteria Manual for the Building. It is understood and agreed that the Landlord may withhold or condition its consent in its sole discretion if any work to be performed by the Tenant may affect the exterior aesthetics, structure, or the electrical, mechanical, lighting, heating, ventilating, air-conditioning, sprinkler, fire protection or any life-safety systems of the Building, and any such work, if approved by the Landlord, shall be performed at the Tenant's cost, by contractors designated by the Landlord; (iii) So as not to disturb or add to the Premises, Building or Lands any hazardous building materials, defined and regulated as Designated Substances under the Occupational Health and Safety Act, or any other hazardous substances designated as such under applicable legislation. Any Tenant’s Work that may impact friable or non-friable asbestos is to be handled in accordance with the procedures directed by the Landlord; (iv) If the Landlord and Tenant are performing work within the Premises at the same time, the term "Tenant's Work" contractors shall mean and refer be subordinate to the construction Landlord's general contractor as required by applicable law and installation of any additional associated cost to the Landlord shall be borne by the Tenant; and (v) The Tenant shall be responsible for obtaining all aspects of the Project as set forth in detail in the Development Agreementnecessary permits and licenses, including the Improvementsclose-out documents, and all other equipment, fixtures, pipes, wiring, mechanical systems and other property and systems necessary from governmental authorities with respect to the operation of the ProjectTenant’s Work. All of Tenant's work The Tenant shall be done in the manner required pay: (A) all reasonable fees charged by the Development Agreement and shall be completely lien-free Landlord or its representatives or consultants in connection with (except as provided in Sections 11.1 and 11.2 hereof, and except as otherwise permitted by i) the Development Agreement and the ESA). Tenant shall use commercially reasonable efforts to obtain warranties for TenantLandlord's Work from its contractors and to enforce such warranties so that defects in Tenant's Work are corrected. If any warranties are not assignable to Landlord, Tenant shall nevertheless use reasonable diligence to keep such warranties in effect and to enforce the same. Tenant further agrees that if it determines that any portion review of the Tenant's Work contains a material defectplans and specifications, it shall promptly notify Landlord of such defect and (ii) the Landlord's supervision of the action which Tenant proposes Tenant's Work, and (B) all costs related to take or requires its contractors (i) building services provided during construction of the Tenant’s Work (including but not limited to take to remedy elevator access, utility consumption and garbage removal) and (ii) loading the same, provided that Tenant shall not take any action that may prejudice Tenant's “as-built” drawings into the Landlord's ability plan management database (the “Additional Charges”). If the Tenant elects to assert its warranty rights (if any) without use the Landlord's prior written consent. Without limiting the foregoing, Tenant reserves the right to install its own security system on the Project Site and Landlord, notwithstanding any other provision of this Lease to the contrary, understands and agrees that Tenant shall have the right to limit project manager or restrict Landlord's access to the Project Site for reasonable safety and security purposes, but subject to Landlord's rights under Section 14.1 below and as provided for in the ESA and the Development Agreement. Subject to the rights of Tenant under Sections 11.1 and 11.2 hereof, and except as permitted by the Development Agreement and the ESA, all of Tenant's Work shall be completed lien-free and in accordance with all Applicable Law. At Landlord's election, all Tenant's Work shall be coordinated with Landlord's construction manager (who the “PM”) as its project manager for the Tenant’s Work, the Tenant shall not unreasonably interfere pay, in addition to the Additional Charges, a co-ordination fee to the PM at a commercially competitive rate. The Tenant shall ensure that there are no liens registered or claimed with respect to any part of the rendition of Tenant's Work).

Tenant’s Work. For purposes of this Article 5, 3.2.1. All work not expressly provided herein to be done by Landlord shall be performed by Tenant in order to complete the term Premises for its Permitted Use (hereinafter called "Tenant's Work" shall mean and refer to the construction and installation of ") including, but not limited to, all aspects of the Project work designated as set forth in detail in the Development Agreement, including the Improvements, and all other equipment, fixtures, pipes, wiring, mechanical systems and other property and systems necessary to the operation of the Project. All of Tenant's work shall be done in the manner required by the Development Agreement and shall be completely lien-free (except as provided in Sections 11.1 and 11.2 hereof, and except as otherwise permitted by the Development Agreement and the ESA). Tenant shall use commercially reasonable efforts to obtain warranties for Tenant's Work from its contractors in Exhibit B, and to enforce such warranties so that defects in Tenant shall do and perform at Tenant's sole cost and expense all Tenant's Work are corrected. If any warranties are not assignable to Landlorddiligently and promptly, Tenant shall nevertheless use reasonable diligence to keep such warranties in effect a good ▇▇▇▇▇▇▇-like manner, in compliance with all Laws (as defined in Section 3.5.1) and to enforce in accordance with the same. Tenant further agrees that if it determines that any portion of the Tenant's Work contains a material defect, it shall promptly notify Landlord of such defect and of the action which Tenant proposes to take or requires its contractors to take to remedy the same, provided that Tenant shall not take any action that may prejudice Landlord's ability to assert its warranty rights (if any) without Landlord's prior written consentprovisions herein. Without limiting the foregoing, Tenant reserves the right to install its own security system on the Project Site and Landlord, notwithstanding any other provision of this Lease to the contrary, understands hereby acknowledges and agrees that unless expressly provided to the contrary in Exhibit B, Tenant shall have be responsible, as part of Tenant's Work and at Tenant's sole cost and expense, to remove all property at the right Premises, demolish (e.g., demolish the applicable interior finishes and facades of) the Premises, as may be necessary, construct the entire Premises structure, if applicable, and perform such other work that might otherwise traditionally be performed by a landlord including, but not limited to, the running and stubbing of all utilities to limit the Premises, and all of the traditional tenant finishings. For the purposes of clarity, Tenant shall not demolish or restrict modify any structural supports, tension cables and wires or any utility systems or equipment servicing spaces other than the Premises or other items that are part of the support system or infrastructure of the Hotel Complex without the prior written consent of Landlord given in its sole and absolute discretion. Any roof work including roof penetrations shall be performed by Landlord's access contractor but at Tenant's expense. If requested by Landlord, Tenant shall provide construction budgets with line item break-downs acceptable to Landlord and reasonable evidence of funds to be expended to complete Tenant's Work. Notwithstanding anything to the Project Site for reasonable safety contrary contained herein, each and security purposes, but subject to Landlord's rights under Section 14.1 below and as provided for in the ESA and the Development Agreement. Subject to the rights of Tenant under Sections 11.1 and 11.2 hereof, and except as permitted by the Development Agreement and the ESA, all every aspect of Tenant's Work shall in all respects be subject to the prior written approval of Landlord, and shall be in accordance with the standards of a first class resort/casino/entertainment facility using materials consistent with Tenant's most first-class design standard (as reasonably determined by Landlord) and shall be completed lienpromptly pursuant to the requirements of this Lease. Tenant agrees that the minimum construction budget for Tenant's Work excluding the costs of pre-free opening marketing, inventory, payroll, training or any ancillary startup costs, is expected to be at least the Tenant's Work Budget; provided, however, that in the event the construction bids are lower than the expected Tenant's Work Budget and Tenant is able to perform Tenant's Work in accordance with the approved plans and specifications and in accordance with all Applicable Lawthe standards of a first- class resort/casino/entertainment facility for less than the Tenant's Work Budget, Tenant shall not be required to spend the full Tenant's Work Budget. 3.2.2. At Tenant shall not contract with any consultant, subconsultant, contractor or subcontractor, and Tenant's contractors and subcontractors may not perform any work on the Premises or elsewhere within the Hotel Complex, unless and until (i) if Landlord elects, a background investigation of each such consultant, subconsultant, contractor and subcontractor has been completed by Landlord's electionSecurity Department (or its designee) and the results thereof are satisfactory to Landlord and (ii) Landlord has, in Landlord's reasonable discretion, approved the general contractor and if Landlord elects, each such consultant, subconsultant, contractor and subcontractor for Tenant's Work. Notwithstanding the foregoing, Tenant may only use union signatory contractors and subcontractors (and, if applicable, Tenant must ensure that Tenant's union signatory contractors and subcontractors only use union signatory contractors and subcontractors), who are in compliance with their respective collective bargaining/union agreements, to perform work at the Hotel Complex (either as part of Tenant's Work or otherwise) and (ii) shall comply, and require all consultants, subconsultants, contractors or subcontractors to comply, with all Project Labor Agreements now or at any time hereafter applicable to the Hotel Complex. Further, and in addition to any other indemnity obligation contained herein, Tenant hereby covenants and agrees to indemnify, defend, save, and hold Landlord, and Landlord's Affiliates and their respective parents, subsidiaries, partnerships, joint venturers, other affiliates, officers, directors, members, managers, shareholders and employees, MGP Lessor, LLC, a Delaware limited liability company and any Superior Holder (as defined in Section 12.3.1 hereof) (collectively, with Landlord, the "Landlord Parties", and each a "Landlord Party"), free, clear and harmless from, and against, any and all liabilities, losses, costs, expenses (including reasonable attorney's fees), judgments, claims, liens, fines, penalties, and demands of any kind whatsoever caused by, resulting from, or in any way connected with, Tenant's use of any particular consultant, subconsultant, contractor or subcontractor, or their use of any particular subconsultant or subcontractor, for any work in connection with the Premises (whether part of Tenant's Work or otherwise) regardless of whether Landlord approved of such contractor or subcontractor pursuant to this Subsection. Tenant shall at all times upon Landlord's request provide to Landlord a complete and accurate list of all consultants, subconsultants, contractors and subcontractors performing work at the Hotel Complex on behalf of Tenant and/or Tenant's consultants and/or contractors. In addition, Tenant's Work shall at all times be coordinated conducted in accordance with Tenant Contractor Work Standards, a copy of which is attached hereto as Exhibit D. "Landlord's Affiliate" means any of the following: MGM Resorts International, a Delaware corporation, MGM Growth Properties LLC, a Delaware limited liability company, MGP Lessor, LLC, a Delaware limited liability company and any person or entity, which, directly or indirectly, controls, is controlled by, or is under common control with Landlord's construction manager (who shall not unreasonably interfere with the rendition of Tenant's Work).

Tenant’s Work. For purposes 5.1 Except as may be expressly provided in this lease, Tenant shall not make any changes to the Premises, the Building, the Building systems, or any part thereof (collectively “Tenant’s Work”) without Landlord’s consent. Landlord acknowledges and agrees that Tenant may make the changes to the Premises set forth on Exhibit D. Further, Tenant may make additional improvements to the Premises, subject to Landlord’s consent, which shall not be unreasonably withheld or delayed, provided that such additional Tenant’s Work (a) does not (i) affect any part of the Building outside the Premises; (ii) adversely affect any structural element of the Building; (iii) adversely affect any Building system; or (iv) require an amendment to the certificate of occupancy for the Premises or the Building, and (b) is performed only by licensed and insured contractors or subcontractors approved by Landlord (which approval shall not be unreasonably withheld or delayed, except that any Tenant’s Work that affects a Building system shall be performed by a contractor or subcontractor designated by Landlord or then on Landlord’s list, if any, of approved contractors or subcontractors for that work). Tenant’s Work shall be performed, at Tenant’s expense, in a professional manner using new materials of first class quality and in compliance with this lease, all Laws and Tenant’s Plans (as defined in Section 5.2). If Tenant’s Work consists only of the installation of Tenant’s Property in the Premises, a change affecting only Tenant’s Property in the Premises, or the painting, carpeting or decorating of the Premises, Landlord’s consent shall not be required, provided (i) Tenant gives Landlord ten (10) Business Days prior notice of such Tenant’s Work (with reasonable details of the work to be performed), (ii) all of the other applicable provisions of this lease shall apply and (iii) such Tenant’s Work does not violate clauses (a) or (b) of this Section 5.1. 5.2 Prior to performing any Tenant’s Work which, pursuant to this Article 5, requires Landlord’s consent, Tenant shall, at Tenant’ expense (a) deliver to Landlord detailed plans and specifications for Tenant’s Work in form reasonably satisfactory to Landlord prepared and certified by a licensed architect or licensed engineer, and suitable for filing with the term "applicable Authority, if filing is required by Law (“Tenant's Work" ’s Plans”), (b) obtain Landlord’s approval of Tenant’s Plans (which shall mean and refer not be unreasonably withheld or delayed to the construction extent Landlord’s consent to Tenant’s Work shown on Tenant’s Plans is not to be unreasonably withheld or delayed pursuant to this Article), (c) obtain (and installation deliver to Landlord copies of) all required authorizations of any Authority, and (d) deliver to Landlord certificates (in form reasonably acceptable to Landlord) of workers’ compensation insurance (covering all aspects of the Project as set forth in detail in the Development Agreement, including the Improvementspersons to be employed by Tenant, and all contractors and subcontractors performing any of Tenant’s Work), commercial general 5.3 If, in connection with Tenant’s Work or any other equipmentact or mission of Tenant or Tenant’s employees, agents or contractors, a mechanic’s lien, financing statement or other lien or violation is filed against Landlord, or any part of the Premises, the Building or Tenant’s Work, Tenant shall, at Tenant’s expense, have it removed by bonding or otherwise within thirty (30) days after Tenant’s receives notice of the filing. 5.4 At Tenant’s request, Landlord shall join in any applications for any authorizations required from any Authority in connection with Tenant’s Work (to which Landlord has consented, if required pursuant to this Article), and otherwise cooperate with Tenant in connection with Tenant’s Work, but Landlord shall not be obligated to incur any expense or obligation in connection with any such applications or cooperation. 5.5 On or before the Expiration Date, Tenant shall, at Tenant’s expense, remove from the Premises and the Building (a) Tenant’s trade fixtures, pipes, wiring, mechanical systems equipment and other personal property and systems necessary which are removable without material damage to the operation of Premises or the Project. All Building (“Tenant’s Property”), and (b) any Tenant’s Work which is not an ordinary nonstructural office installation and which Landlord designates for removal in a notice given by Landlord to Tenant on or before the date which is ninety (90) days prior to the Fixed Expiration Date (or five (5) days prior to the Earlier Expiration Date, if applicable), and repair any damage to the Premise or the Building caused by the installation or removal of Tenant's work ’s Property or Tenant’s Work. If, at the time Tenant requests Landlord’s consent to Tenant’s Plans, Tenant requests Landlord to designate the portions of Tenant’s Work which must be removed pursuant to this Section 5.5, Landlord shall make that designation on the date Landlord gives Landlord’s consent to Tenant’s Plans. Except as expressly provided in this Section 5.5, Tenant’s Work shall not be removed and shall, on the Expiration Date, become the property of Landlord. Any Tenant’s Property or Tenant’s Work (which Tenant is required to removed) which is not removed by Tenant by the Expiration Date shall be done in the manner required deemed abandoned and may, at Landlord’s option, be retained as Landlord’s property or disposed of by the Development Agreement and shall be completely lien-free (except as provided in Sections 11.1 and 11.2 hereof, and except as otherwise permitted by the Development Agreement and the ESA). Tenant shall use commercially reasonable efforts to obtain warranties for Landlord at Tenant's Work from its contractors and to enforce such warranties so that defects in Tenant's Work are corrected. If any warranties are not assignable to Landlord, Tenant shall nevertheless use reasonable diligence to keep such warranties in effect and to enforce the same. Tenant further agrees that if it determines that any portion of the Tenant's Work contains a material defect, it shall promptly notify Landlord of such defect and of the action which Tenant proposes to take or requires its contractors to take to remedy the same, provided that Tenant shall not take any action that may prejudice Landlord's ability to assert its warranty rights (if any) without Landlord's prior written consent. Without limiting the foregoing, Tenant reserves the right to install its own security system on the Project Site and Landlord, notwithstanding any other provision of this Lease to the contrary, understands and agrees that Tenant shall have the right to limit or restrict Landlord's access to the Project Site for reasonable safety and security purposes, but subject to Landlord's rights under Section 14.1 below and as provided for in the ESA and the Development Agreement. Subject to the rights of Tenant under Sections 11.1 and 11.2 hereof, and except as permitted by the Development Agreement and the ESA, all of Tenant's Work shall be completed lien-free and in accordance with all Applicable Law. At Landlord's election, all Tenant's Work shall be coordinated with Landlord's construction manager (who shall not unreasonably interfere with the rendition of Tenant's Work)’s expense.

Tenant’s Work. For purposes of this Article 5Tenant, at its sole cost and expense, shall perform and complete any improvements to the Demised Premises including, but not limited to, the term "Tenant's Work" shall mean and refer to the construction and installation of all aspects any of the Project as set forth in detail in the Development Agreement, including the Improvements, and all other equipmentTenant’s furniture, fixtures, pipes, wiring, mechanical systems and equipment or other personal property and systems necessary to the operation of the Project. All of Tenant's work shall that may be done in the manner required by Tenant to for its operation and business at the Development Agreement and shall be completely lien-free Demised Premises (except as provided in Sections 11.1 and 11.2 hereof, and except as otherwise permitted by the Development Agreement and the ESAherein called “Tenant’s Work”). Tenant shall use commercially reasonable efforts complete all of Tenant’s Work in a good and workmanlike manner, fully paid for and free from liens, in accordance with plans and specifications therefor, if required (e.g., if Tenant’s Work includes more than purely non-structural cosmetic changes to obtain warranties the interior of the Demised Premises and the installation of Tenant’s personal property therein), approved in writing, in advance, by Landlord and Tenant, including installation, maintenance or repairs of Tenant’s Property and any and all phone lines, cabling and any communication wiring or cable in the Demised Premises regardless of whether such communication wiring or cabling is new or existing, on or prior to the scheduled Commencement Date. L▇▇▇▇▇▇▇’s prior written approval of the contractors who will undertake Tenant’s Work shall be required, such approval not to be unreasonably withheld, conditioned or delayed. Landlord is required to oversee Tenant’s Work and Landlord shall charge a fee in the amount of two percent (2%) of the total cost of Tenant’s Work (excluding any related permit fees). Tenant shall obtain, at its sole expense, all permits required for Tenant's Work from ’s Work. Throughout the performance of Tenant’s Work, Tenant, at its contractors and expense, shall carry insurance required by Section 16.2(b). Notwithstanding anything to enforce such warranties so that defects in Tenant's Work are corrected. If any warranties are not assignable to Landlordthe contrary contained herein, Tenant Landlord shall nevertheless use reasonable diligence to keep such warranties in effect and to enforce have the same. Tenant further agrees that if it determines that any portion right, within thirty (30) days after substantial completion of the Tenant's ’s Work contains a material defectand from time to time during the term of this Lease, it shall promptly notify Landlord of such defect and to re-determine the rentable square feet of the action which Tenant proposes to take Demised Premises and/or Building in connection with the construction of the Tenant’s Work (including the re-demising of space(s)/suite(s) in connection therewith) and in the event rentable square footage is added or requires its contractors to take to remedy removed from the sameDemised Premises and/or the Building. In such event, provided that Tenant shall not take any action that may prejudice Landlord's ability to assert its warranty rights (if any) without Landlord's prior written consent. Without limiting the foregoing, Tenant reserves the right to install its own security system on the Project Site and Landlord, notwithstanding any other provision of this Lease to the contrary, understands and agrees that Tenant Landlord shall have the right to limit or restrict appropriately adjust Tenant’s Share and Base Rent to reflect any such re-determination. The standard for measurement employed by Landlord's access , should Landlord elect to re-determine the Project Site for reasonable safety rentable square feet of the Demised Premises and/or Building shall be the then current BOMA/ANSI measurement standard and security purposes, but shall be subject to Landlord's rights under Section 14.1 below Tenant’s review and as provided for in the ESA and the Development Agreement. Subject to the rights of Tenant under Sections 11.1 and 11.2 hereof, and except as permitted by the Development Agreement and the ESA, all of Tenant's Work shall be completed lien-free and in accordance with all Applicable Law. At Landlord's election, all Tenant's Work shall be coordinated with Landlord's construction manager (who shall not unreasonably interfere with the rendition of Tenant's Work)reasonable approval.

Tenant’s Work. For purposes (A) Tenant shall accept the Second Additional Premises in their as-is condition without any obligation on the Landlord’s part to perform any additions, alterations, improvements, demolition or other work therein or pertaining thereto; provided, however that prior to delivery of this Article 5the Second Additional Premises to Tenant, Landlord shall, at Landlord’s sole cost and expense, without inclusion as Landlord’s Operating Expenses, complete demolition within the Second Additional Premises, complete certain premises entry work and perform certain work to infill certain of the skylights within the Second Additional Premises, which shall result in the addition of certain new space (but such work shall not result in any change to the Rentable Floor Area of the Second Additional Premises as described above), as further described in Exhibit C attached hereto and made a part hereof (collectively, the term "Tenant's “Landlord’s Work" shall mean and refer ”). Except with respect to the construction Landlord’s Work, Tenant, at its sole cost and installation of expense, shall perform all aspects work necessary, in Tenant’s judgment, to prepare the Second Additional Premises for Tenant’s occupancy in accordance with the plans and specifications prepared by Sierra Architects and attached hereto as Exhibit D provided, however, that within thirty (30) days of the Project as set forth in detail in the Development Agreement, including the Improvements, and all other equipment, fixtures, pipes, wiring, mechanical systems and other property and systems necessary to the operation of the Project. All of Tenant's work shall be done in the manner required by the Development Agreement and shall be completely lien-free (except as provided in Sections 11.1 and 11.2 hereof, and except as otherwise permitted by the Development Agreement and the ESA). Tenant shall use commercially reasonable efforts to obtain warranties for Tenant's Work from its contractors and to enforce such warranties so that defects in Tenant's Work are corrected. If any warranties are not assignable to LandlordEffective Date, Tenant shall nevertheless provide to Landlord for approval mechanical plans for Tenant’s work stamped by ▇▇▇▇▇▇▇▇ Salvia (as the plans at Exhibit D and the mechanical plans may be modified by any changes described below). If Tenant wishes to use reasonable diligence to keep such warranties in effect and to enforce the same. Tenant further agrees that if it determines that any portion of the Tenant's Work contains a material defectdifferent architect, it shall promptly notify Landlord of such defect and of the action which Tenant proposes to take or requires its contractors to take to remedy the same, provided that Tenant shall not take any action that may prejudice select an architect licensed by the Commonwealth of Massachusetts and reasonably approved by Landlord's ability to assert its warranty rights (if any) without Landlord's prior written consent. Without limiting the foregoing, Tenant reserves the right to install its own security system on the Project Site and Landlord, notwithstanding any other provision of this Lease to the contrary, understands and agrees that Tenant shall have the right to limit change, modify or restrict amend such Plans, subject to (i) the reasonable approval by Landlord of such changes, modifications or amendments, and (ii) the payment of costs stipulated in Subsection 3.1(B) of the Lease in connection with Landlord's access ’s review of such amendments to the Project Site Plans. All such future approvals, or disapprovals with supporting specific reasons, for reasonable safety subsequent submittals of corrections or changes, shall be provided to Tenant within seven (7) business days of Landlord’s receipt. (B) Tenant, at its sole cost and security purposesexpense, but subject to Landlord's rights under Section 14.1 below and as provided for in the ESA and the Development Agreement. Subject to the rights of Tenant under Sections 11.1 and 11.2 hereofshall promptly, and except with all due diligence, perform Tenant’s Work as permitted by set forth on the Development Agreement Plans, and, in connection therewith, the Tenant shall obtain all necessary governmental permits and the ESA, all approvals for Tenant’s Work. All of Tenant's ’s Work shall be completed lien-free performed strictly in accordance with the Plans and in accordance with applicable Legal Requirements (as defined in Section 3.1(C) hereof) and Insurance Requirements (as defined in Section 5.12 of the Lease). Tenant shall have Tenant’s Work performed by ▇▇▇▇▇▇▇ Construction or another contractor or contractors, reasonably approved by Landlord, which contractors shall provide to Landlord such insurance as required by Section 8.14 of the Lease. Landlord shall have the right to provide reasonable rules and regulations relative to the performance of Tenant’s Work and any other work which the Tenant may perform under the Lease and Tenant shall abide by all Applicable Lawsuch reasonable rules and regulations and shall cause all of its contractors to so abide including, without limitation, payment for the costs of using Building services; provided, however, that in the event of a conflict between said rules and regulations and the terms of the Lease, the terms of the Lease shall govern. At It shall be Tenant’s obligation to obtain a certificate of occupancy or other like governmental approval for the use and occupancy of the Second Additional Premises to the extent required by law, and Tenant shall not occupy the Second Additional Premises for the conduct of business until and unless it has obtained such approval and has submitted to Landlord a copy of the same together with waivers of lien from all of Tenant’s contractors in form adequate for recording purposes. Tenant shall also prepare and submit to Landlord promptly after Tenant’s Work is substantially complete a set of as-built plans in both print and electronic forms showing the work performed by Tenant to the Second Additional Premises, but excluding any wiring or cabling installed by Tenant or Tenant’s contractor for Tenant’s computer, telephone and other communication systems. Within thirty (30) days after receipt of an invoice from Landlord's election, Tenant shall pay to Landlord, as Additional Rent, an amount equal to the reasonable third party expenses incurred by Landlord to review Tenant’s Plans and Tenant’s Work (Landlord hereby agreeing to cap any plan review costs relating to interior, non-structural alterations, additions or improvements that do not impact Building systems at $6,000.00 in connection with any single request for approval). (C) All construction work required or permitted by the Lease shall be done in a good and workmanlike manner and in compliance with all applicable laws, ordinances, rules, regulations, statutes, by-laws, court decisions, and orders and requirements of all public authorities (“Legal Requirements”) and all Insurance Requirements (as defined in Section 5.12 of the Lease); provided, however, that Tenant shall have no obligation to make any changes to the Building (other than the Premises) related to Tenant's Work ’s Work, except to the extent such changes are necessitated solely by Tenant’s Work. All of Tenant’s work shall be coordinated with any work being performed by or for Landlord and in such manner as to maintain harmonious labor relations. Each party may inspect the work of the other at reasonable times and shall promptly give notice of observed defects. Each party authorizes the other to rely in connection with design and construction upon approval and other actions on the party’s behalf by any Construction Representative of the party named herein or any person hereafter designated in substitution or addition by notice to the party relying. Landlord hereby appoints ▇▇▇▇ ▇▇▇▇▇ as Landlord's construction manager ’s Construction Representative, and Tenant hereby appoints ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as Tenant’s Construction Representative. Tenant acknowledges that Tenant is acting for its own benefit and account and that Tenant will not be acting as Landlord’s agent in performing any Tenant Work, accordingly, no contractor, subcontractor or supplier shall have a right to lien Landlord’s interest in the Property in connection with any work. Except to the extent to which Tenant shall have given Landlord notice of any defects or any errors and omissions in Landlord’s Work not later than the end of the eleventh (who 11th) full calendar month next beginning after the Second Additional Premises Commencement Date, Tenant shall be deemed conclusively to have approved Landlord’s Work and shall have no claim that Landlord has failed to perform any of Landlord’s Work. Landlord agrees to correct or repair at its expense items which are then incomplete or do not unreasonably interfere conform to the requirements of Landlord’s Work and as to which, in either case, Tenant shall have given notice to Landlord, as aforesaid. (D) Landlord shall provide to Tenant a special allowance equal to Eight Hundred Forty-Six Thousand One Hundred Sixty and 00/100 Dollars ($846,160.00) (being the product of (i) $40.00 and (ii) the Rentable Floor Area of the Second Additional Premises (the “Tenant Allowance”)). The Tenant Allowance shall be used and applied by Tenant solely toward the following (collectively, “Costs”): (i) the costs of labor and materials incurred in the performance of Tenant’s Work, any other work contemplated by the Plans, any other work to integrate the Second Additional Premises into the Existing Premises, and any other work approved by the Landlord on the Premises, and (ii) architectural and engineering fees and expenses and the cost of telecommunications and AV wiring, in each case incurred in connection with Tenant’s Work, provided, however, that the costs in this subsection (ii) shall be payable from Tenant’s Allowance up to an aggregate amount not to exceed $169,232.00. As a condition precedent to the disbursement of any payments on account of the Tenant Allowance, Tenant shall deliver to Landlord a certificate signed by Tenant specifying the total amount of all Costs of Tenant’s Work, including architectural and engineering fees and expenses, and identifying all design professionals, consultants, contractors, service providers, subcontractors and suppliers involved with Tenant’s Work (the “Tenant’s Costs Certificate”). Tenant shall promptly notify Landlord in writing of any material change in the total amount of all Costs of Tenant’s Work as reflected in Tenant’s Costs Certificate. (E) For the purposes hereof, a “Requisition” shall mean written documentation (including invoices from all applicable Tenant’s design professionals, consultants, contractors, service providers, subcontractors and suppliers, and such other documentation as the mortgagee of Landlord, if any, may reasonably request) showing in reasonable detail the Tenant’s Work completed to date and the cost of all of the items, services and work covered thereby. Each Requisition shall be accompanied by (i) evidence reasonably satisfactory to Landlord that all of the items, services and work covered by such Requisition have been fully paid by Tenant, (ii) executed lien waivers (partial or final, as applicable) in the forms attached hereto as Exhibit E from all persons or entities that might have a lien as a result of performing any such services or work or furnishing any such items, (iii) a certificate signed by Tenant’s architect certifying that the Tenant’s Work reflected in such Requisition has been completed substantially in accordance with the rendition approved Plans, and (iv) a certificate signed by Tenant certifying that the amount of the such Requisition does not exceed the cost of the items, services and work covered thereby. Landlord shall have the right, upon reasonable advance notice to Tenant, to inspect Tenant’s books and records relating to each Requisition in order to verify the amount thereof. Tenant shall submit Requisition(s) no more often than once every thirty (30) days. Provided and on condition that, as of the date on which Tenant submits to Landlord any Requisition (together with all required supporting documentation) (i) Tenant has delivered Tenant’s Costs Certificate to Landlord, (ii) Tenant has submitted such Requisition to Landlord not later than the date that is Three Hundred Sixty-Five (365) days after the Second Additional Premises Rent Commencement Date, (iii) there exists no Event of Default, and (iv) there are no liens (unless bonded to the reasonable satisfaction of Landlord) against Tenant’s interest in the Lease or against the Building or the Site arising out of Tenant's Work)’s Work or any litigation in which Tenant is a party, then Landlord shall pay the Costs shown on such Requisition within thirty (30) days after Landlord’s receipt thereof; provided, however, that in no event shall Landlord have any obligation to pay or otherwise fund any amount in excess of the Tenant Allowance.

Tenant’s Work. For Unless otherwise provided pursuant to written notice given by Landlord to Tenant prior thereto, Landlord shall allow Tenant access to the Building and Demised Premises on the date that Landlord reasonably believes to be the fifteenth (15th) day prior to Substantial Completion of Landlord’s Work, so that Tenant, at its sole risk and expense, may enter the Building and Demised Premises to install Tenant’s Cabling and Tenant’s furniture, decorations, furnishings, trade fixtures and equipment (“Tenant’s FF&E”) in the Demised Premises necessary for conduct of its business as herein permitted. All such installation of Tenant’s Cabling, Tenant’s FF&E and any other work performed by Tenant or its contractors in or for the Demised Premises (collectively the “Tenant’s Work”) shall be performed in compliance with all provisions and requirements of this Lease including, but not limited to, Section 3 of the Lease, and using qualified, licensed contractors reasonably acceptable to Landlord. The Tenant shall not engage any labor to perform Tenant’s Work which conflicts with the type of labor engaged by Landlord to perform Landlord’s Work or any other work in the Building, and Tenant shall cease use of any such conflicting labor immediately on Landlord’s request. Tenant shall perform Tenant’s Work in such a manner so as not to damage, delay or interfere with Landlord’s Work. Any damage to Landlord’s Work or to the Demised Premises caused by Tenant and/or its Permittees shall be promptly repaired by and at the sole expense of Tenant. Any failure of Tenant and/or its Permittees to comply with the terms of this Section shall be deemed a Tenant Delay (if the same shall result in a delay in completion of Landlord’s Work) and may give rise to an Event of Default for purposes of this Article 5, the term "Tenant's Work" shall mean and refer to the construction and installation of all aspects of the Project as set forth in detail in the Development Agreement, including the Improvements, and all other equipment, fixtures, pipes, wiring, mechanical systems and other property and systems necessary to the operation of the Project. All of Tenant's work shall be done in the manner required by the Development Agreement and shall be completely lien-free (except as provided in Sections 11.1 and 11.2 hereof, and except as otherwise permitted by the Development Agreement and the ESA)Lease. Tenant shall use commercially reasonable efforts to obtain warranties not commence performance of any of Tenant’s Work, install of any of Tenant’s FF&E or other property in the Demised Premises, nor apply for Tenant's any permits that would delay Landlord’s Work from its contractors and to enforce or acquisition of permits therefor, until notified in writing by Landlord that Tenant may commence such warranties so that defects in Tenant's Work are corrected. If any warranties are not assignable to Landlord, Tenant shall nevertheless use reasonable diligence to keep such warranties in effect and to enforce the sameactivities. Tenant further agrees that if it determines that any portion of the Tenant's Work contains a material defect, it shall promptly notify Landlord of such defect and of the action which Tenant proposes to take or requires its contractors to take to remedy the same, provided that Tenant shall Permittees will fully cooperate in (and not take any action that may prejudice Landlord's ability to assert its warranty rights (if any) without Landlord's prior written consent. Without limiting the foregoing, Tenant reserves the right to install its own security system on the Project Site and Landlord, notwithstanding any other provision of this Lease to the contrary, understands and agrees that Tenant shall have the right to limit or restrict Landlord's access to the Project Site for reasonable safety and security purposes, but subject to Landlord's rights under Section 14.1 below and as provided for in the ESA and the Development Agreement. Subject to the rights of Tenant under Sections 11.1 and 11.2 hereof, and except as permitted by the Development Agreement and the ESA, all of Tenant's Work shall be completed lien-free and in accordance with all Applicable Law. At Landlord's election, all Tenant's Work shall be coordinated with Landlord's construction manager (who shall not unreasonably interfere with the rendition of Tenant's or delay) Landlord’s Work).

Tenant’s Work. For purposes of this Article 54.01 At its own expense, Tenant shall provide all design, engineering, plans, specifications, drawings, permits, fees, work, labor, skill and equipment required to construct any Tenant’s Work in accordance with Tenant’s Drawings, approved in the term "manner set forth herein. 4.02 The following shall be carried out at Tenant's Work" shall mean ’s expense and refer by Landlord’s contractor: (1) all approved modifications and/or additions to the construction shell building structural system, roof and life safety systems, including, without limitation, installation of all aspects approved modifications and additions for the existing shell building sprinkler system, and (2) any drilling, cutting, coring and patching for conduit, pipe sleeves, chases, duct equipment, or openings in the floors, walls, columns or roofs of the Project Expansion Premises which is approved by Landlord. The following may be carried out by Tenant’s contractor at Tenant’s expense subject to the requirements of Section 4.03 below: (1) all approved modifications to the shell building plumbing, heating, cooling, ventilating, exhaust, control and electrical distribution systems as installed by Landlord, and (2) patching of building standard fireproofing, if applicable. 4.03 Modifications to the shell building systems set forth in detail Section 4.02 and special requirements of Tenant will be considered by Landlord only if applied for at the time Tenant’s Drawings are submitted for approval and if they are compatible with the capacity and character of the shell building. Drawings for such proposed modifications shall be certified (sealed) by an, architect duly registered in the Development AgreementState of Utah. Landlord shall not be required to grant its consent to allow Tenant’s contractor to perform such work unless Tenant agrees to obtain from Landlord’s subcontractor(s) originally responsible for the installation of such shell building systems written statements in form satisfactory to Landlord, including that Tenant’s modifications of such shell building systems will be performed in a good workmanlike manner and specifically affirming the Improvements, continued validity of any and all other equipment, fixtures, pipes, wiring, warranties and guaranties in effect prior to commencement of any Tenant’s Work from each such shell building systems subcontractor. Restrictions on mechanical systems and other property and systems electrical connections by Tenant may be imposed as reasonably necessary by Landlord to insure that no warranty or guarantee pertaining to the operation of the Project. All of Tenant's shell building is lost or jeopardized. 4.04 No construction work shall be done undertaken or commenced by Tenant until: (1) Tenant’s Drawings have been submitted to and approved by Landlord, and (2) all necessary building permits and required insurance coverages have been secured and certificates of insurance delivered to Landlord. 4.05 Tenant shall proceed with Tenant’s Work with respect to Tenant’s Expansion Improvements expeditiously, continuously, and efficiently, and shall complete the same by the date one hundred twenty (120) days following the Expansion Date. Failure to complete by such date shall not prevent commencement of the Expansion Term or commencement of any rental or other charges payable by Tenant under the First Amendment and the Lease. 4.06 Tenant shall ensure that all materials, skill and workmanship in the manner required by the Development Agreement and Tenant’s Work shall be completely lien-free (except as provided in Sections 11.1 and 11.2 hereofof uniformly high quality, not less than building standard, and except as otherwise permitted by in accordance with the Development Agreement best standards of practice and the ESA)any governing codes or regulations. Tenant shall use commercially reasonable efforts to obtain warranties for Tenant's Work from its contractors and to enforce such warranties so that defects in Tenant's Work are corrected. If any warranties are not assignable to Landlord, Tenant shall nevertheless use reasonable diligence to keep such warranties in effect and to enforce the same. Tenant further agrees that if it determines that any portion of the Tenant's Work contains a material defect, it shall promptly notify Landlord of such defect and of the action which Tenant proposes to take or requires its contractors to take to remedy the same, provided that Tenant shall not take any action that may prejudice Landlord's ability to assert its warranty rights (if any) without Landlord's prior written consent. Without limiting the foregoing, Tenant reserves the right to install its own security system on the Project Site and Landlord, notwithstanding any other provision of this Lease to the contrary, understands and agrees that Tenant shall have the right obligation to limit timely deliver any materials and equipment and labor to be supplied by Tenant so as not to delay substantial completion of the Tenant’s Work. Tenant represents and warrants that Tenant’s Drawings and the improvements contemplated thereby shall be in compliance with applicable building and zoning laws, ordinances, regulations and any covenants, conditions or restrict Landlord's access restrictions affecting the Shopping Center, and that the same are in accordance with good engineering and architectural practice, and that Tenant’s Drawings are sufficient for issuance of a building permit for the Tenant’s Work. Further, Tenant shall be responsible for obtaining the certificate of occupancy for the Expansion Premises, and shall furnish the same to Landlord prior to the Project Site for reasonable safety Expansion Premises Rent Commencement Date. 4.07 Tenant shall appoint a representative as Tenant’s representative with full authority to make decisions and security purposes, but subject to Landlord's rights under Section 14.1 below and as provided for in the ESA and the Development Agreement. Subject to the rights commitments on behalf of Tenant under Sections 11.1 in respect to Tenant’s Work and 11.2 hereof, and except as permitted by the Development Agreement and the ESA, all of changes therein. 4.08 All Tenant's ’s Work shall be completed lien-free and in accordance confined to the interior of the Expansion Premises, with all Applicable Law. At Landlord's electionthe exception of sign mountings, all Tenant's Work which shall be coordinated performed in compliance with Landlord's construction manager (who shall not unreasonably interfere with ’s sign criteria and the rendition of Tenant's Work)approved sign drawings.

Tenant’s Work. i. Subject to the provisions of Articles 3, 61 and 64 hereof, Tenant shall perform or cause the performance of alterations in and to the Demised Premises to prepare same for Tenant’s occupancy thereof including, but not limited to, installation of all interior plumbing, and lighting fixtures, ceiling treatments, interior partitions, window treatments, floor and wall coverings (“Tenant’s Initial Alteration”) and all furniture, furnishings and equipment to adapt the Demised Premises for the Permitted Use. All materials used in connection with Tenant’s Initial Alteration shall be new and first quality. Tenant shall submit to Owner detailed architectural, mechanical and engineering plans and specifications prepared by ▇▇▇▇▇ ▇▇▇▇ Design showing Tenant’s Initial Alteration, which shall be prepared for Tenant, at Tenant’s expense, and to the extent not pre-approved shall be submitted to Owner at least thirty (30) days prior to the commencement of any work by Tenant, for Owner’s approval (such approval not to be unreasonably withheld, conditioned or delayed). The plans and specifications, as approved by Owner, are hereinafter referred to as the “Final Plans”, and shall be deemed an authorization by Owner for Tenant to proceed after the date hereof or such earlier date as Owner may permit Tenant to have access to the Demised Premises for Tenant’s Initial Alteration, which shall be performed, at Tenant’s option, by Owner (pursuant to Paragraph ii below) or by contractors reasonably approved by Owner and otherwise in accordance with the terms of this Lease. The approval of the Final Plans by Owner shall not be deemed to create any liability on the part of Owner with respect to the design or specifications set forth in the Final Plans or an acknowledgment on the part of the Owner that the Final Plans are in compliance with all applicable governmental laws, rules and regulations. Owner shall respond to Tenant’s request for approval of Tenant’s plans within ten (10) business days after receipt of such plans. ii. Owner shall reimburse Tenant for a portion of the cost of Tenant’s Initial Alteration, as approved by Owner (such approval not to be unreasonably withheld, conditioned or delayed)and made by Tenant, in the amount of Owner’s Contribution. Owner shall disburse Owner’s Contribution to Tenant as the work progresses in an amount equal to 40% of each invoice submitted by Tenant to Owner, less a ten (10%) percent retainage, so long as Tenant delivers the following to Owner: (i) a detailed breakdown of Tenant’s construction costs for which Tenant is seeking payment, together with receipted invoices (or such other proof of payment as Owner shall reasonably require) for such payment thereof, (ii) a written statement from Tenant’s architect or engineer that the work described on any such invoices has been completed in accordance with the plans, and (iii) all required AIA forms, supporting partial lien waivers and lien releases executed by the general contractor and all major subcontractors who shall be paid from such disbursement of funds. Notwithstanding the foregoing, the Owner shall not to be obligated to advance any funds to Tenant beyond the amount of $180,000.00 until Tenant has delivered to Owner the following: (i) a copy of a certificate of occupancy or amended certificate of occupancy required in respect of the work completed by Tenant at the Demised Premises, and (ii) final lien waivers and releases for all work performed by Tenant at the Demised Premises. iii. Tenant shall pay all of Owner’s reasonable out-of-pocket costs incurred in connection with Tenant’s Initial Alteration, consisting of up to $750.00 for each engineering, or other outside consulting fee incurred by or on behalf of Owner for the review and approval of Tenant’s Final Plans and for approval of construction of Tenant’s Initial Alteration. Owner, at its option, may deduct such costs from Owner’s Contribution. Notwithstanding the foregoing, in no event shall the fees and costs incurred by Owner in connection with Tenant’s Initial Alteration exceed $2,000.00. iv. For the purposes of this Article 5Lease, “Owner’s Contribution” for the term "Tenant's Work" ’s Work shall mean $200,000.00, at Tenant’s election to be applied against the cost of construction or against base rent otherwise owing. v. Notwithstanding the terms of this Lease, it is understood and refer agreed to that all work performed at the construction and installation of all aspects of Demised Premises by both the Project as set forth in detail in the Development Agreement, including the Improvements, and all other equipment, fixtures, pipes, wiring, mechanical systems and other property and systems necessary to the operation of the Project. All of Tenant's work shall be done in the manner required by the Development Agreement and shall be completely lien-free (except as provided in Sections 11.1 and 11.2 hereof, and except as otherwise permitted by the Development Agreement Owner and the ESA)Tenant may take place simultaneously. vi. Tenant shall use commercially reasonable efforts not be permitted to obtain warranties for remit any payment to any contractors performing work at the Demised Premises until the Tenant delivers the following to Owner: (i) receipted invoices along with a written statement from Tenant's Work from its contractors and to enforce ’s architect or engineer that the work described on such warranties so that defects in Tenant's Work are corrected. If any warranties are not assignable to Landlord, Tenant shall nevertheless use reasonable diligence to keep such warranties in effect and to enforce the same. Tenant further agrees that if it determines that any portion of the Tenant's Work contains a material defect, it shall promptly notify Landlord of such defect and of the action which Tenant proposes to take or requires its contractors to take to remedy the same, provided that Tenant shall not take any action that may prejudice Landlord's ability to assert its warranty rights (if any) without Landlord's prior written consent. Without limiting the foregoing, Tenant reserves the right to install its own security system on the Project Site and Landlord, notwithstanding any other provision of this Lease to the contrary, understands and agrees that Tenant shall have the right to limit or restrict Landlord's access to the Project Site for reasonable safety and security purposes, but subject to Landlord's rights under Section 14.1 below and as provided for in the ESA and the Development Agreement. Subject to the rights of Tenant under Sections 11.1 and 11.2 hereof, and except as permitted by the Development Agreement and the ESA, all of Tenant's Work shall be invoices has been completed lien-free and in accordance with the plans, and (ii) all Applicable Law. At Landlord's electionrequired AIA forms, supporting partial lien waivers and lien releases executed by the general contractor and all Tenant's Work shall be coordinated with Landlord's construction manager (major subcontractors who shall not unreasonably interfere with the rendition of Tenant's Work)are seeking payment.

Tenant’s Work. For purposes (a) Landlord shall deliver possession of the Leased Premises to Tenant, and Tenant shall accept delivery of the Leased Premises, in their "as is" "where is" condition promptly following the Effective Date of this Article 5Lease, except that, prior to delivering possession of the term Leased Premises to Tenant, Landlord shall complete therein those items of work described in Exhibit "B" attached hereto. Tenant agrees, prior to the commencement of the Term of this Lease, to diligently perform all work of whatever nature in accordance with this Lease and Tenant's obligations set forth in Exhibit "C" ("Tenant's Work" shall mean and refer to the construction and installation of all aspects of the Project as set forth in detail in the Development Agreement, including the Improvements, ") and all other equipment, fixtures, pipes, wiring, mechanical systems and other property and systems related work necessary to prepare for the operation of opening to the Project. All public of Tenant's work shall be done store in the manner required by the Development Agreement and shall be completely lien-free (except as provided in Sections 11.1 and 11.2 hereof, and except as otherwise permitted by the Development Agreement and the ESA)Leased Premises. Tenant shall use commercially reasonable efforts to obtain warranties for Tenant's Work from its contractors and to enforce such warranties so that defects in Tenant's Work are corrected. If any warranties are not assignable to Landlord, Tenant shall nevertheless use reasonable diligence to keep such warranties in effect and to enforce the same. Tenant further agrees that if it determines that any portion of the Tenant's Work contains a material defect, it shall promptly notify Landlord of such defect and of the action which Tenant proposes to take or requires its contractors to take to remedy the same, provided that Tenant shall not take any action that may prejudice Landlord's ability to assert its warranty rights (if any) without Landlord's prior written consent. Without limiting the foregoing, Tenant reserves the right to install its own security system on the Project Site and Landlord, notwithstanding any other provision of this Lease to the contrary, understands and agrees that Tenant shall have the right to limit or restrict Landlord's access to the Project Site for reasonable safety and security purposes, but subject to Landlord's rights under Section 14.1 below and as provided for in the ESA and the Development Agreement. Subject to the rights of Tenant under Sections 11.1 and 11.2 hereof, and except as permitted by the Development Agreement and the ESA, all of Tenant's Work shall be performed (i) by Tenant at Tenant's sole cost and expense, subject to Landlord's obligation to grant the Allowance described below, (ii) in a first-class workmanlike manner with first-class materials, and (iii) by duly qualified or licensed persons. Landlord hereby agrees to grant Tenant the Allowance described in the Data Sheet, to be applied toward the cost of Tenant's Work. Disbursements shall be made to Tenant out of the Allowance in the following manner: (I) one-third (1/3) within thirty (30) days after the date possession of the Leased Premises is delivered to Tenant and Tenant has commenced the performance of Tenant's Work, (II) one-third (1/3) within thirty (30) days after Tenant's Work has been two-thirds (2/3) completed lien(as certified by Tenant's independent architect) and Landlord has been furnished with partial lien waivers with respect to all such work, and (III) one-free third (1/3) within thirty (30) days after the Commencement Date, Tenant's opening for business in the Leased Premises, and the furnishing to Landlord of final lien waivers relating to all of Tenant's Work. Upon Landlord's request, Tenant shall cause its general contractor to furnish an affidavit to Landlord setting forth the names of all subcontractors employed in connection with Tenant's Work. (b) Prior to commencement of any of Tenant's Work, Tenant agrees to furnish to Landlord store design drawings and working drawings and specifications with respect to the Leased Premises for approval by Landlord. Any material deviations from the final plans and specifications, once approved by Landlord, shall require the further approval of Landlord. Landlord's approval of Tenant's plans and specifications shall not constitute the assumption of such items. Notwithstanding anything to the contrary contained herein, Landlord's approval of any plans and specifications submitted by Tenant pursuant to this Section 4.3 or otherwise is not intended and shall not be deemed to constitute a representation, warranty or assurance of any kind that such plans and specifications and Tenant's Work shown thereon comply with any applicable building or zoning codes or that the same are structurally sound. Tenant shall be solely responsible for causing such compliance and for the quality and structural integrity of any Tenant's Work, and Tenant acknowledges that it is not relying on Landlord or its agents, employees or contractors for the same. Tenant's Work shall include (without limitation) the installation of new interior fixtures and equipment and the stocking of the Leased Premises with suitable merchandise. Tenant covenants that all such fixtures and equipment visible to customers shall be new and otherwise acceptable to Landlord in appearance. In addition to conforming to the final plans and specifications as approved by Landlord, all work performed by Tenant shall be performed diligently and in a good and workmanlike manner and in compliance with such rules and regulations as Landlord and its representatives may make, provided that such rules and regulations are uniformly applied to all similarly situated Shopping Center tenants under construction, and in accordance with all Applicable Lawapplicable laws, ordinances, codes and insurance company requirements. At Unless Landlord otherwise directs in writing, Tenant shall not open the Leased Premises for business until all construction has been substantially completed in accordance with the final plans and specifications as approved by Landlord and a certificate of occupancy (or other legal authorization to open the Leased Premises for business) has been issued. It is further understood and agreed that: (i) Landlord shall have no responsibility or liability whatsoever for any loss of, or damage to, any fixtures, equipment, merchandise or other property belonging to Tenant installed or left in the Leased Premises; and (ii) Tenant's entry upon and occupancy of the Leased Premises prior to the Commencement Date shall be governed by and subject to all the provisions, covenants and conditions of this Lease, other than the requirement that Tenant pay any rent. Tenant shall obtain at its sole cost, and promptly thereafter furnish to Landlord's election, all certificates and approvals with respect to work done and installations made by Tenant that may be required for the issuance of a certificate of occupancy (or other legal authorization to open the Leased Premises for business) for the Leased Premises, so that such certificate of occupancy (or other legal authorization to open the Leased Premises for business) shall be issued and the Leased Premises shall be ready for the opening of Tenant's Work business on the Commencement Date. Unless already obtained by Landlord, upon the issuance of the certificate of occupancy, a copy thereof shall be coordinated with promptly delivered to Landlord's construction manager (who shall not unreasonably interfere with . Promptly upon the rendition completion of Tenant's Work, Tenant shall repair, clean and restore all portions of the Shopping Center affected by Tenant's Work to their prior condition. (c) Tenant shall at all times keep and maintain the Leased Premises and all other parts of the Shopping Center free from any and all liens arising out of any work performed, materials furnished or obligations incurred by or for the benefit of Tenant in connection with the Leased Premises. The interest of Landlord in the Leased Premises and the Shopping Center shall not be subject to liens for improvements made by or on behalf of Tenant, and nothing contained in this Lease shall be construed as a consent on the part of Landlord to subject Landlord's estate in the Leased Premises or the Shopping Center to any lien or liability under applicable law. In the event that any mechanic's, materialman's or other lien or any notice of claim, including (without limitation) any stop notice (each, a "lien"), is filed against the Leased Premises or the Shopping Center as a result of any work, labor, services or materials performed or furnished, or alleged to have been performed or furnished, to or for the benefit of Tenant or to anyone holding the Leased Premises by, through or under Tenant, Tenant, at its expense, shall cause the lien to be discharged of record or fully bonded to the satisfaction of Landlord within thirty (30) days after notice of the filing thereof. If Tenant fails to discharge or bond against said lien within thirty (30) days after notice of the filing thereof, Landlord may, in addition to any other rights or remedies Landlord may have, but without obligation to do so, bond against or pay the lien without inquiring into the validity or merits of such lien, and all sums so advanced, including reasonable attorneys' fees incurred by Landlord in defending against such lien, procuring the bond or discharging such lien, shall be paid by Tenant on demand as additional rent. In addition, Tenant shall replace any bonds posted by Landlord pursuant hereto with a suitable bond of equivalent amount within twenty (20) days after Landlord's demand therefor. (d) Throughout the Term of this Lease (including any Option Period), Tenant shall at all times keep the Leased Premises in a condition that is neat, clean, fresh and aesthetically pleasing. The items required to be thus maintained by Tenant hereunder shall specifically include (without limitation) the following: the furnishings, wall covering, floor covering, ceiling, fixtures and equipment, storefront sign, and surfaces visible to customers in the interior of the Leased Premises.

Tenant’s Work. For purposes Tenant may, after receipt of this Article 5Landlord’s prior approval, which approval shall not be unreasonably withheld, conditioned or delayed, and as stated in Section 1 (c) of the Lease, enter onto the applicable Floor of the Premises during Landlord’s construction of the Tenant Improvements for the purpose of installing telephone and data center cabling and equipment, all at Tenant’s expense. Tenant shall not interfere with Landlord’s Work and specifically recognizes that Section 4.2(c) will be applicable if Landlord’s Work is delayed as a result of Tenant’s entry. Jive Software EXHIBIT C RULES AND REGULATIONS Except as otherwise provided in the Lease, the term "Tenant's Work" following Rules and Regulations shall mean apply: 1. The lobbies, corridors, elevators, sidewalks, halls, passages, exits, entrances, and refer parking areas of the Property (if any) shall not be obstructed by Tenant or used by it for any purpose other than access to the construction and installation of all aspects Premises. Tenant shall not go on the roof of the Project Building, except in such areas, if any, as set forth in detail Landlord may designate as “common areas” from time to time. 2. No awning, canopy, or other projection of any kind shall be installed over or around the windows or entrances of the Premises and only such window coverings as are approved by Landlord shall be used in the Development Agreement, including the Improvements, and all other equipment, fixtures, pipes, wiring, mechanical systems and other property and systems necessary to the operation of the ProjectPremises. 3. All of Tenant's work The Premises shall not be used for lodging or sleeping. No cooking shall be done or permitted by Tenant on the Premises, except the preparation of coffee, tea, and similar items for Tenant and its employees. 4. Landlord will furnish Tenant with up to 50 keys to the Premises, free of charge. No additional locking devices shall be installed without the prior written consent of Landlord, and Tenant shall furnish Landlord with a key for any such additional locking device. Tenant, upon the termination of its tenancy, shall deliver to Landlord all keys to doors in the manner required by the Development Agreement and shall be completely lien-free (except as provided in Sections 11.1 and 11.2 hereof, and except as otherwise permitted by the Development Agreement and the ESA)Premises. 5. Tenant shall not use commercially reasonable efforts or keep in the Premises or the Property any kerosene, gasoline, or other flammable or combustible fluid or material or use any method of heating or air conditioning other than that supplied by Landlord. 6. In case of invasion, mob, riot, public excitement, or other circumstances rendering such action advisable in Landlord’s opinion, Landlord reserves the right to obtain warranties prevent access to the Property by such action as Landlord may deem appropriate, including closing entrances to the Property. 7. The doors of the Premises shall be closed and securely locked at such time as Tenant’s employees leave the Premises. Each tenant, before closing and leaving its premises at any time, shall turn out all lights. 8. The toilet rooms, toilets, urinals, wash bowls, and other apparatus in the Premises and the Property shall not be used for any purpose other than that for which they are intended, no foreign substance of any kind shall be deposited therein, and any damage resulting from Tenant's Work from its contractors and to enforce such warranties so that defects in ’s misuse shall be paid for by Tenant's Work are corrected. 9. If any warranties are not assignable to Except with the prior written consent of Landlord, Tenant the Premises shall nevertheless use reasonable diligence not be used for manufacturing of any kind, or for any business or other activity other than that specifically permitted under Tenant’s Lease. 10. Landlord reserves the right to keep such warranties in effect and restrict smoking to enforce particular areas of the same. Tenant further agrees that if it determines that Property or to designate all or any portion of the Tenant's Work contains Property (including the Premises) as a material defect, it shall promptly notify Landlord of such defect and of the action which Tenant proposes to take or requires its contractors to take to remedy the same, provided that no-smoking area. 11. Tenant shall not take use in the Premises or the Property any action hand truck not equipped with rubber tires and side guards, nor any other material-handling equipment not approved in writing by Landlord. No other vehicles of any kind shall be brought by Tenant into the Premises. 12. Tenant shall store its trash and garbage within the Premises until daily removal to such location on the Property as may be designated from time to time by Landlord. No material shall be placed in the Property trash boxes or receptacles if such material may not be disposed of in the ordinary and customary manner in the Portland, Oregon metropolitan area without being in violation of any law or ordinance governing such disposal. 13. All loading and unloading of equipment, furniture, supplies, and other matter to or from the Premises shall be made only through such entryways and at such times as Landlord may designate from time to time. Tenant shall not obstruct or permit the obstruction of any loading areas used by Landlord or other tenants in the Property and at no time shall Tenant park vehicles in a loading area except for loading and unloading. 14. Canvassing, soliciting, peddling, and distributing of handbills or other written material on the Property is prohibited and Tenant shall cooperate to prevent the same. 15. Landlord may direct the use of pest extermination and scavenger contractors with 24 hours notice at such intervals as Landlord may determine. 16. Employees of Landlord shall not perform any work for or on behalf of Tenant or do anything outside of their regular duties unless under special instructions from Landlord. 17. Tenant’s employees shall park only in those areas of the Property designated in writing by Landlord from time to time for such purpose. Any vehicle improperly parked by an employee of Tenant may be towed or otherwise removed by Landlord at Tenant’s expense and Tenant shall indemnify Landlord from any liability in connection with such removal. 18. Landlord at its election may refuse admission to the Property outside of business hours on business days (as established by Landlord) to any person not producing identification satisfactory to Landlord. If Landlord issues identification passes, Tenant Jive Software Page 30 shall be responsible for all persons for whom it issues any such pass and shall be liable to Landlord for all acts or omissions of such persons. 19. The windows that may prejudice reflect or admit light and air into the halls, passageways or other public places of the Building shall not be covered or obstructed by any tenant, nor shall any bottles, parcels or other articles be placed on the window ▇▇▇▇▇. 20. No vehicles, animals, fish or birds of any kind shall be brought into or kept in or about the premises of any tenant or the Building. 21. No noise, including, but not limited to, music or the playing of musical instruments, recordings, radio or television, which, in the judgment of Landlord's ability , might disturb other tenants of the Building, shall be made or permitted by any tenant. 22. No tenant shall occupy or permit any portion of its premises to assert its warranty rights (if any) be occupied as an office for a public stenographer, public typist, printer or photocopier without Landlord's the prior written consentconsent of Landlord. Without limiting No office tenant shall use its premises, or permit any part thereof to be used, for manufacturing or the foregoingsale at retail or auction of merchandise, Tenant reserves goods or property of any kind or for the right to install its own security system on the Project Site and Landlordpossession, notwithstanding storage, manufacture, or sale of liquor, narcotics, dope, tobacco in any other provision of this Lease to the contraryform, understands and agrees that Tenant or as a ▇▇▇▇▇▇, beauty or manicure shop, or as school. 23. Landlord shall have the right to limit prescribe the weight and position of safes and other objects of excessive weight, and no safe or restrict Landlord's access to other object whose weight exceeds the Project Site lawful load for reasonable safety and security purposesthe area upon which it would stand shall be brought into or kept upon any tenant’s premises. If, but subject to Landlord's rights under Section 14.1 below and as provided for in the ESA judgment of Landlord, it is necessary to distribute the concentrated weight of any heavy object, the work involved in such distribution shall be done at the expense of the tenant and the Development Agreementin such manner as Landlord shall determine. 24. Subject to the rights of Tenant under Sections 11.1 and 11.2 hereofNo machinery or mechanical equipment other than ordinary portable business machines may be installed or operated in any tenant’s premises without Landlord’s prior written consent which consent shall not be unreasonably withheld or delayed, and except in no case shall any machines or mechanical equipment be so placed or operated as to disturb other tenants. Machines and mechanical equipment which may be permitted by the Development Agreement to be installed and the ESA, all of Tenant's Work used in tenant’s premises shall be completed lien-free equipped, installed and in accordance with all Applicable Lawmaintained so as to prevent any disturbing noise, vibration or electrical or other interference from being transmitted from such premises to any other area of the Property. 25. At Landlord's election, all Tenant's Work Nothing shall be coordinated with Landlord's construction manager (who done or permitted in any tenant’s premises, and nothing shall not unreasonably be brought into or kept in any tenant’s premises, which would impair or interfere with the rendition economic heating, cleaning or other servicing of the Property or the premises, or the use or enjoyment by any other tenant of any other premises, nor shall there be installed by any tenant any ventilating, air conditioning, electrical or other equipment of any kind which, in the reasonable judgment of Landlord, might cause any such impairment or interference. 26. Window coverings for all windows in each tenant’s premises above the ground floor shall be lowered as reasonably required because of the position of the sun, during the operation of the Building air-conditioning system (if any) to cool or ventilate the tenant’s premises. 27. Landlord may waive any one or more of these Rules and Regulations in favor of any particular tenant or tenants, but no such waiver by Landlord shall be construed as a waiver of these Rules and Regulations in favor of any other tenant, nor prevent Landlord from thereafter enforcing any such Rules and Regulations against any or all tenants of the Building. 28. The word “Tenant” as used in these Rules and Regulations shall mean and include Tenant’s assigns, agents, clerks, employees, licensees, invitees, and visitors. The word “Landlord” as used in these Rules and Regulations shall mean and include Landlord’s assigns, agents, clerks, employees, licensees, invitees, and visitors. 29. These Rules and Regulations are in addition to, and shall not be construed in any way to modify, alter, or amend, in whole or part, the terms, covenants, agreements, and conditions of Tenant's Work’s Lease. In the event of a conflict between these Rules and Regulations and Tenant’s Lease, the Lease shall govern. 30. Landlord reserves the right to amend these Rules and Regulations and to make such other reasonable rules and regulations as in its judgment may from time to time be needed for the safety, care, and cleanliness of the Property and for the preservation of good order therein. 31. Except for reasonable, short-term periods of time (such as out-of-town business trips, etc.), Tenant shall not park any vehicles on the Property overnight or permit any of its vehicles to remain at the Property after Tenant’s business hours; provided that any vehicle which is temporarily disabled or which cannot be moved due to inclement weather may be left at the Property for up to, but not more than, 24 hours. The parking areas are intended to function as daily business-hours parking only and not for vehicle storage. 32. Tenant shall not install any radio, television, or similar antenna or aerial, nor any loudspeaker or other device, on the roof, exterior walls, or grounds of the Property without the prior approval of Landlord. Jive Software EXHIBIT D GUARANTY OF LEASE (Intentionally Omitted) Jive Software EXHIBIT E JANITORIAL SERVICE The intent of these Cleaning Specifications is to identify the minimum requirements to the building neat, clean and sanitary at all times. The tasks and frequencies outlined herein are the guidelines by which the day-to-day cleaning of the facility will be directed. In no instance do they limit the duties of Facilities Services Group, its employees or its subcontractors in their obligation and commitment to maintain the facility at an outstanding level of cleanliness on a day-to-day basis. SCOPE OF WORK: CLEANING SCHEDULE - DAILY SERVICES: 1. Empty all waste receptacles, depositing trash into designated containers. Replace liners as needed. 2. Dust all furniture including desks, chairs, tables and accessories. (Papers and folders on desks are not to be disturbed.) 3. Dust all exposed file cabinets, bookcases and shelves. 4. Clean, polish and sanitize all drinking fountains with approved products. 5. Low dust all horizontal surfaces to a hand height of seventy (70) inches, including ▇▇▇▇▇, shelves, moldings, ledges, picture frames, ducts, etc. 6. High dust above hand height all horizontal surfaces.

Tenant’s Work. For purposes In the event Tenant desires any alterations or improvements to be made to refurbish the Remaining Premises (the “Tenant’s Work”), then said alterations or improvements shall be performed at Tenant’s sole cost and expense (including, without limitation, any dumpster fees, utility fees, and hoisting charges during construction) and in accordance with the provisions of this Article 5, the term "Tenant's Work" shall mean and refer to the construction and installation of all aspects Section 5.2 of the Project as set forth in detail in Lease. In the Development Agreement, including event Tenant’s Work entails more than a cosmetic remodel consisting of repainting the Improvements, walls and all other equipment, fixtures, pipes, wiring, mechanical systems and other property and systems necessary to replacing the operation of the Project. All of Tenant's work shall be done in the manner required by the Development Agreement and shall be completely lien-free (except as provided in Sections 11.1 and 11.2 hereof, and except as otherwise permitted by the Development Agreement and the ESA). Tenant shall use commercially reasonable efforts to obtain warranties for Tenant's Work from its contractors and to enforce such warranties so that defects in Tenant's Work are corrected. If any warranties are not assignable to Landlordcarpet and/or wallcovering, Tenant shall nevertheless use provide Landlord with detailed plans and specifications for Tenant’s Work (“Tenant Plans”) necessary to price, permit and construct any Tenant’s Work. The Tenant Plans will be subject to Landlord’s review and approval, which shall not be unreasonably withheld, conditioned, delayed, or denied and the work contemplated thereby must maintain the continuity of the appearance of the Building and shall not cause the mechanical systems of the Building to become unsafe, hazardous, or overloaded as reasonably determined by Landlord. Landlord shall review the Tenant Plans within seven (7) Business Days after receipt thereof and either (i) approve same or (ii) specify, in reasonable diligence detail, the revisions required to keep enable approval. If Landlord fails to notify Tenant of Landlord’s disapproval of the Tenant Plans as provided above within such warranties in effect and seven (7) Business-Day-Period, then Landlord shall be deemed to enforce the samehave given its approval of Tenant’s Plans. Tenant further agrees that if it determines that any portion of the Tenant's Work contains a material defect, it shall promptly notify Landlord of such defect and of the action which Tenant proposes to take or requires its contractors to take to remedy the same, provided that Tenant shall not take any action that may prejudice Landlord's ability to assert its warranty rights (if any) without Landlord's prior written consent. Without limiting the foregoing, Tenant reserves the right to install its own security system on the Project Site and Landlord, notwithstanding any other provision of this Lease to the contrary, understands and agrees that Tenant shall will have the right to limit utilize any union or restrict Landlord's access to non-union affiliated licensed general contractor (“Tenant’s Contractor”) for the Project Site for reasonable safety and security purposes, but construction of Tenant’s Work. Tenant’s Contractor shall be subject to Landlord's rights under Section 14.1 below ’s review and approval, which shall not be unreasonably withheld, conditioned, delayed, or denied. Landlord shall promptly review Tenant’s Contractor within three (3) Business Days of receipt of Tenant’s selection and notification and shall either (a) approve the same, or (b) specify, in reasonable detail, the reasons why Tenant’s Contractor was not approved. If Landlord fails to notify Tenant of Landlord’s disapproval of Tenant’s Contractor as provided for in above within the ESA and the Development Agreement. Subject three (3) Business-Day-Period, then Landlord shall be deemed to the rights of Tenant under Sections 11.1 and 11.2 hereof, and except as permitted by the Development Agreement and the ESA, all have given its approval of Tenant's ’s Contractor. The construction of Tenant’s Work shall be completed lien-free and in accordance with all Applicable Law. At Landlord's electionallowed to commence on the later to occur of (x) approval of the Tenant Plans, all Tenant's Work shall be coordinated with Landlord's construction manager (who shall not unreasonably interfere with the rendition y) approval of Tenant's ’s Contractor, and (z) Landlord’s receipt of copies of all necessary permits for the construction of Tenant’s Work).

Tenant’s Work. For purposes (a) Except for Landlord’s Work (as defined in Section 4 of this Article 5Exhibit A-1 hereto), the term "Tenant's Work" shall mean and refer to the construction and installation of all aspects of the Project work required to prepare the Premises for Tenant’s use and occupancy (collectively, “Tenant’s Work”) shall be performed by Tenant pursuant to this Exhibit, in accordance with all of the provisions of the Lease relating to Alterations, as set forth in detail in the Development Agreement, including the Improvementsapplicable, and all other equipmentapplicable provisions of the Lease, fixturesincluding the insurance, pipesdamage and indemnification provisions. Tenant acknowledges that Tenant’s Work is being accomplished for its own account, wiringLandlord having no responsibility or obligation in respect thereof, mechanical systems and other property and systems necessary subject to the operation obligations of Landlord set forth herein in respect of the Project. All Improvements Allowance and those set forth in Exhibit A-1 hereto. (b) The parties acknowledge and agree that Tenant’s Work may, if Tenant requires, include (without limitation) the following, in accordance with the provisions of the Lease and this Exhibit: (i) installation of supplemental HVAC unit(s) for Tenant's work shall be done ’s server room or Tenant’s specialized areas; (ii) construction of an employee break-room; (iii) construction of an employee gym with restrooms, showers and lockers; and (iv) construction of certain office improvements and secure areas to meet the clearance requirements for certain government contracts and security clearances. (c) The parties acknowledge that the Building is not certified under the Leadership in Energy and Environmental Design program of the manner required by the Development Agreement and shall be completely lien-free U.S. Green Building Council (except as provided in Sections 11.1 and 11.2 hereof, and except as otherwise permitted by the Development Agreement and the ESA“LEED”). Tenant shall use commercially reasonable efforts not be required by Landlord to obtain warranties for Tenant's Work from its contractors and to enforce such warranties so that defects comply with LEED unless required by a governmental agency in Tenant's Work are corrected. If any warranties are not assignable to Landlord, Tenant shall nevertheless use reasonable diligence to keep such warranties in effect and to enforce the same. Tenant further agrees that if it determines that any portion of the Tenant's Work contains a material defect, it shall promptly notify Landlord of such defect and of the action which Tenant proposes to take or requires its contractors to take to remedy the same, provided that accordance with applicable Laws. (d) Tenant shall not take any action that may prejudice Landlord's ability be required by Landlord to assert its warranty rights install a direct digital control (if any“DDC”) without Landlord's prior written consentsystem unless required by a governmental agency in accordance with applicable Laws. Without limiting Notwithstanding the foregoing, (i) Tenant reserves may evaluate whether the right to install its own security existing DDC system on in the Project Site Building has adequate capacity for Tenant’s improvements, and Landlord, notwithstanding any other provision of this Lease to the contrary, understands and agrees that Tenant shall have the right to limit tie into the Building’s existing DDC system, at Tenant’s sole cost and expense (or restrict from the Improvements Allowance) but without payment of a separate charge for Landlord's access ’s system (subject to the Project Site provisions of the Lease relating to Operating Expenses), and (ii) if Tenant elects to do so, Landlord, at Landlord’s sole cost and expense, shall do such work, if any, as may be required to put the existing DDC panel serving the Premises in good working order, after notice from Tenant within the applicable Inspection Period and otherwise in accordance with the provisions of Section 4 of Exhibit A-1 hereto. (e) Notwithstanding anything to the contrary contained in this Lease, (i) Landlord and Tenant agree that the mechanical contractor for reasonable Tenant’s Work shall be one of ACCO, Air Conditioning Solutions, Integrated Mechanical, Air Tec, ▇▇▇▇▇▇▇ Mechanical, Inc., Emcor Services/Mesa Energy Systems, Western Allied Corporation, CE Mechanical, Control Air, Vision Mechanical, Western Air ▇▇▇▇▇▇▇, as selected by Tenant, and that the fire and life safety contractor for Tenant’s Work shall be one of Pyro Comm, Chubb, TRL Systems, BEC, Inc., Simplex ▇▇▇▇▇▇▇▇, ISC Electronic Systems or HCI Systems, Inc., as selected by Tenant; and security purposes(ii) Tenant’s Work shall be performed by other contractors and subcontractors reasonably approved in advance in writing by Landlord, but which may be union or non-union contractors or subcontractors. (f) Landlord hereby approves ▇▇▇▇▇▇▇ Architecture as Tenant’s architect (“Tenant’s Architect”), and ARC Engineering as Tenant’s engineer for the preparation of mechanical, electrical and plumbing drawings and specifications. Tenant, at Tenant’s sole option, shall have the right to select another architect and engineer subject to Landlord's rights under Section 14.1 below ’s approval which shall not be unreasonably withheld, delayed or conditioned (except with respect to Tenant’s Work that affects the Building’s structure, systems or equipment, in which case, Tenant’s right to select another architect and engineer shall be subject to Landlord’s sole discretion). (g) [Intentionally omitted]. (h) Tenant, as provided for part of Tenant’s Work, and subject to Landlord’s reasonable conditions, shall be allowed to install vertical shafts and/or risers to the roof and other areas in the ESA Building for water, sanitary sewer, gas and gas exhaust, including tying into the Development Agreement. Subject Building gas system, as well as vent shafts and a grease interceptor or grease trap, as needed, in connection with the construction of Tenant’s kitchen on the fifth floor of the Premises; provided, however, that (i) Landlord makes no representations or warranties regarding such installation or the need to upgrade the existing Building gas systems, (ii) Tenant (and not Landlord) shall be responsible for making any upgrades to the rights Building Structure and Systems for purposes thereof (including as needed to maintain adequate gas capacity for the remainder of the Building), (iii) Tenant under Sections 11.1 and 11.2 hereof, and except as permitted by the Development Agreement and the ESA, all of Tenant's Work shall be completed lien-free solely obligated to repair and in accordance with all Applicable Lawmaintain the same after installation thereof; and (iv) Tenant shall install a meter or submeter for the same and shall pay separately for the gas usage thereof. At Landlord's election, all Tenant's Work Any such installation shall be coordinated with subject to Landlord's construction manager (who ’s reasonable conditions therefor and shall not unreasonably interfere with otherwise be pursuant to the rendition terms of Tenant's Work)this Exhibit A and this Lease.

Tenant’s Work. For purposes of this Article 5(a) Landlord acknowledges that Tenant intends to perform certain improvements to prepare the Second Amendment Premises for Tenant’s occupancy and make new improvements to the Existing Premises (collectively, the term "“Tenant's ’s Work" ”). All of Tenant’s Work shall mean be completed in accordance with plans first approved by Landlord and refer the requirements for alterations and improvements made by or on behalf of Tenant set forth in Section 16.2 of the Lease. The review, modification, change and approval process for such plans shall be as set forth in Section 2.3 of the First Amendment. Copies of all permits and approvals required for Tenant’s Work shall be furnished to Landlord promptly upon receipt thereof. Tenant’s Work shall be performed by a contractor first approved by Landlord (“Tenant’s Contractor”), which approval shall not be unreasonably withheld, conditioned or delayed and such Tenant’s Work shall be performed under a written construction contract. The approval by Landlord of Tenant’s Contractor shall not impose upon Landlord any responsibility or liability whatsoever to Tenant as a result of, or arising out of, the defaults or other acts or omissions of Tenant’s Contractor. A copy of ail required bonds and certificates of insurance required by the Lease shall be furnished to Landlord prior to commencement of construction and installation of all aspects Tenant’s Work. Within forty-five (45) days after completion of any Tenant’s Work, Tenant shall provide to Landlord “as-built” plans of Tenant’s Work. Tenant shall provide Landlord with copies of the Project certificate of occupancy for any Tenant’s Work that requires a certificate of occupancy within five (5) business days after receipt. (b) From and after the Second Amendment Commencement Date, Landlord shall make available to Tenant an amount equal to the sum of (x) the product of (1) $45.00, and (2) the amount of rentable square feet in the Second Amendment Premises, and (y) the product of (1) $6.00, and (2) the amount of rentable square feet in the Existing Premises (i.e., $100,308) (the “Landlord’s Allowance”), which may be used by Tenant to reimburse Tenant solely for the hard and soft costs incurred by Tenant for design, permitting and construction of Tenant’s Work (including the costs of the leasehold improvements, the architectural and engineering plans, the permits, and meeting all security, fire and life safety requirements) and an amount equal to one percent (1%) of the hard construction costs only payable to Landlord on account of Landlord’s construction oversight obligations (it being agreed that the hard and soft costs, as such terms are generally understood in the construction industry, shall be separately accounted for by Tenant in order that such 1% construction oversight fee can be accurately calculated). Notwithstanding the foregoing, up to thirty percent (30%) of Landlord’s Allowance may be used for furniture and fixtures, telecommunications wiring and cabling, consultant fees and expenses and moving costs. If the cost of Tenant’s Work or any other work performed by or on behalf of Tenant exceeds Landlord’s Allowance, Tenant shall be entirely responsible for any excess. Landlord’s Allowance shall be payable by Landlord to Tenant upon written requisition to Landlord in monthly installments, as provided below, as such work progresses. In any case, prior to payment of any such installment Tenant shall deliver to Landlord a written request, which request shall be given no more frequently than once every thirty (30) days, for such disbursement, which shall be accompanied by: (i) invoices for work covered by such requisition; (ii) copies of partial lien waivers or final lien waivers (in the case of a final installment); and (iii) a certificate signed by the Tenant’s architect certifying that such work represented by the aforementioned invoices has been completed substantially in accordance with the approved plans. Landlord shall pay each required installment within thirty (30) days of receiving the materials enumerated in the previous sentence. Each installment by Landlord will be in the amount of Landlord’s pro-rata share based on the ratio of Landlord’s Allowance to the total cost of Tenant’s Work, less the retainage, if any, in the contract with Tenant’s Contractor with respect to Tenant’s Work, but in no event shall Landlord be required to pay more than Landlord’s Allowance. Any retainage amounts held by Landlord shall be paid upon completion of the work and Tenant’s satisfaction of the final installment conditions set forth in detail this Section 7(b). (c) Notwithstanding anything herein or in the Development Agreement, including the Improvements, and all other equipment, fixtures, pipes, wiring, mechanical systems and other property and systems necessary to the operation of the Project. All of Tenant's work shall be done in the manner required by the Development Agreement and shall be completely lien-free (except as provided in Sections 11.1 and 11.2 hereof, and except as otherwise permitted by the Development Agreement and the ESA). Tenant shall use commercially reasonable efforts to obtain warranties for Tenant's Work from its contractors and to enforce such warranties so that defects in Tenant's Work are corrected. If any warranties are not assignable to Landlord, Tenant shall nevertheless use reasonable diligence to keep such warranties in effect and to enforce the same. Tenant further agrees that if it determines that any portion of the Tenant's Work contains a material defect, it shall promptly notify Landlord of such defect and of the action which Tenant proposes to take or requires its contractors to take to remedy the same, provided that Tenant shall not take any action that may prejudice Landlord's ability to assert its warranty rights (if any) without Landlord's prior written consent. Without limiting the foregoing, Tenant reserves the right to install its own security system on the Project Site and Landlord, notwithstanding any other provision of this Lease to the contrary, understands and agrees in the event that Tenant has not used that portion of the Landlord’s Allowance set forth in Section 7(b)(x) within twelve (12) months after the Second Amendment Commencement Date, then Landlord’s obligation to make available any remaining amounts of Landlord’s Allowance shall terminate and Landlord shall have no further obligation to make Landlord’s Allowance available to Tenant. In addition, notwithstanding anything herein or in the right to limit or restrict Landlord's access Lease to the Project Site for reasonable safety and security purposescontrary, but subject to Landlord's rights under Section 14.1 below and as provided for in the ESA event that Tenant has not used that portion of the Landlord’s Allowance set forth in Section 7(b)(y) by July 1, 2012, then Landlord’s obligation to make available any remaining amounts of Landlord’s Allowance shall terminate and the Development Agreement. Subject Landlord shall have no further obligation to the rights of Tenant under Sections 11.1 and 11.2 hereof, and except as permitted by the Development Agreement and the ESA, all of make Landlord’s Allowance available to Tenant's Work shall be completed lien-free and in accordance with all Applicable Law. At Landlord's election, all Tenant's Work shall be coordinated with Landlord's construction manager (who shall not unreasonably interfere with the rendition of Tenant's Work).

Tenant’s Work. For purposes Tenant shall, at its sole cost and expense, complete all work necessary to prepare the Premises for occupation and operation for the Permitted Use, such occupation to be evidenced by unconditional certificates of occupancy obtained by Tenant at its sole cost and expense from all applicable governing authorities, including without limitation all of the work identified as Tenant’s Work on the attached Exhibit B-1 (the “Tenant’s Work”). Tenant shall, within thirty (30) days of the date that this Article 5Lease is executed submit for Landlord’s approval, the term "Tenant's Work" shall mean digital copies of all documents relating to all alterations and refer additions which Tenant plans to make to the construction and installation of all aspects Premises, including, without limitation, (i) design drawings (specifically including a colored rendering of the Project as set forth in detail in proposed storefront and signage, if any, a materials sample board, and the Development Agreementinterior layout of the Premises) (collectively, including the Improvements“Design Drawings”) and (ii) working drawings and specifications for architectural, signage, electrical, mechanical, sprinkler, plumbing work and all other equipment, fixtures, pipes, wiring, mechanical systems and other property and systems necessary to the operation of the Project. All of Tenant's work shall be done in the manner required by the Development Agreement and shall be completely lien-free (except as provided in Sections 11.1 and 11.2 hereof, and except as otherwise permitted by the Development Agreement and the ESA). Tenant shall use commercially reasonable efforts to obtain warranties for Tenant's Work from its within the Premises (collectively, “Plans and Specs”); and (iii) a list of all tenant's contractors and to enforce such warranties so that defects in subcontractors (the “Tenant's Work Contractors”) (the Design Drawings, Plans and Specs and Tenant’s Contractors list are correctedhereinafter collectively, the “Construction Documents”). If any warranties are not assignable to Landlord, Tenant shall nevertheless use reasonable diligence to keep such warranties in effect and to enforce the same. Tenant further agrees that if it determines that any portion of the Tenant's Work contains a material defectDesign Drawings and Plans and Specs shall be prepared and sealed by an architect or engineer duly licensed in the state in which the Premises is located; and, it shall promptly notify if they are not, Landlord of such defect and of the action which Tenant proposes to take or requires its contractors to take to remedy the same, provided that Tenant shall not take any action that may prejudice Landlord's ability to assert its warranty rights (if any) without Landlord's prior written consent. Without limiting the foregoing, Tenant reserves the right to install its own security system on the Project Site and Landlord, notwithstanding any other provision of this Lease to the contrary, understands and agrees that Tenant shall have the right to limit have its architect redraft, sign and seal the same at Tenant's cost and expense. Failure by Tenant to timely submit the Construction Documents shall constitute a default under this Lease. The Construction Documents shall be reviewed by Landlord within fifteen (15) days after having received all of the Construction Documents. Landlord may either (1) evidence its approval by endorsement to that effect by signature or restrict Landlord's access initials on one (1) set of said Construction Documents and the return of such signed or initialed set to Tenant (whereupon such approved Construction Documents shall then constitute the “Final Construction Documents”), or (2) refuse such approval if Landlord shall determine that the same (a) do not conform to the Project Site architectural theme of the Premises and surrounding area, including, without limitation, standards of design, motif and décor, established or adopted by Landlord; (b) would subject Landlord to any additional cost, expense or liability or would subject the Premises to any violation, fine or penalty; (c) would in any way, adversely affect the reputation, character and/or nature of the Premises; and/or (d) provide for reasonable safety or require any installation or work which is, or might be, unlawful or create an unsound or dangerous condition or adversely affect the structural soundness of the Premises. If the Landlord refuses approval, any modifications or changes requested by Landlord shall be made by Tenant and, within ten (10) days of such refusal, Tenant shall resubmit revised Construction Documents to Landlord for its approval in accordance with this Section. In the event Tenant does not timely resubmit the Construction Documents, Landlord may place Tenant in default. The foregoing process shall be repeated until the Construction Documents are approved by Landlord. All of Tenant’s Work shall be completed in accordance with the Final Construction Documents. Tenant shall make no changes to the Final Construction Documents without, in each instance, the prior written approval of Landlord; and security purposes, but Tenant shall not commence any work until all Construction Documents have been approved by Landlord. Any revisions to the Final Construction Documents shall be subject to Landlord's rights under Section 14.1 below ’s prior written approval. Tenant shall pay for any and as provided for in all requested changes, substitutions or eliminations of the ESA Final Construction Documents and the Development Agreementcost of Landlord’s review of any such changes, substitutions or eliminations. Subject Tenant is solely responsible for timely preparation and submission of all Construction Documents to Landlord for approval and to the rights jurisdictional authorities for timely procurement of Tenant under Sections 11.1 all necessary permits, for timely bidding and 11.2 hereofaward of contracts and ordering of material and equipment, and except as permitted by the Development Agreement and the ESA, for timely performance of all other acts necessary for Tenant to commence construction of Tenant's Work and to open the Premises for business when required by this Lease. Tenant acknowledges that failure to open the Premises for business as required hereunder renders Tenant liable to Landlord for late opening damages and for all other remedies available to Landlord under this Lease and at law or in equity. Tenant shall (i) take physical possession of the Premises on the Delivery Date, (ii) commence Tenant’s Work within fifteen (15) days thereafter, and (iii) diligently prosecute Tenant’s Work to completion within One Hundred Eighty (180) days after the Delivery Date. Notwithstanding anything to the contrary contained in any provision of this Lease, Tenant shall not be entitled to possession, nor shall any act of Tenant, be deemed to constitute possession of, nor to give to Tenant a possessory interest in, the Premises prior to the Delivery Date. Tenant shall work in harmony with Landlord and (whether union or non-union) the labor hired by Landlord or ▇▇▇▇▇▇▇▇'s contractors and Tenant shall not employ or permit to be employed by ▇▇▇▇▇▇'s contractors anyone whose presence is likely to cause labor disputes or work stoppages at the Premises. At all times during the course of the performance of ▇▇▇▇▇▇'s Work, Landlord and the authorized representatives of Landlord (including Landlord’s lender) shall be completed lien-free afforded access to the Leased Premises for the purpose of inspecting the performance of ▇▇▇▇▇▇'s Work, in such manner and in accordance with all Applicable Lawat such times as shall not interfere therewith. At Landlord's election, all Upon completion of Tenant's Work (and in any event no later than One Hundred Eighty (180) days after the Delivery Date), Tenant shall be coordinated with promptly deliver to Landlord's construction manager : (who shall not unreasonably interfere with a) a certificate from the rendition Tenant’s architect or engineer certifying the completion of Tenant's ’s Work)., (b) a copy of the unconditional permanent certificates (state and local) of occupancy for Tenant’s Work,

Tenant’s Work. For purposes of this Article 51. Tenant shall perform Tenant's Work in accordance with all laws, rules and ordinances ("Laws") applicable to the Premises, including, without limitation, the term "building codes of the jurisdiction in which the Premises is located and all requirements of the American With Disabilities Act. 2. Tenant's Work" shall mean and refer Work and, except to the construction and installation of all aspects of the Project extent as set forth in detail may be specifically otherwise provided in the Development AgreementLease, including all subsequent work in the ImprovementsPremises which Tenant may wish to perform, and all other equipment, fixtures, pipes, wiring, mechanical systems and other property and systems necessary shall be subject to the operation of the Projectadvance written approval by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed. 3. All Tenant shall, prior to commencement of Tenant's work Work and at Tenant's sole cost and expense, obtain all required building and other permits and post said permits at the Premises as required. 4. The loads imposed by Tenant's Work (including dead and live loads) shall be done not exceed the allowable load capacity of the existing structural systems and components thereof. Tenant shall ensure at its sole cost that all floors in the manner required by the Development Agreement and shall be completely lien-free (except as provided in Sections 11.1 and 11.2 hereof, and except as otherwise permitted by the Development Agreement and the ESA)Premises remain level at all times. 5. Tenant shall use commercially reasonable efforts to obtain warranties only new or like-new materials for Tenant's Work from its contractors Work, including improvements, equipment, trade fixtures and to enforce such warranties so that defects in Tenant's Work are correctedall other fixtures. If any warranties are not assignable to LandlordNotwithstanding the foregoing, Tenant shall nevertheless use reasonable diligence may reuse portions of existing improvements subject to keep such warranties in effect and to enforce the same. Tenant further agrees that if it determines that any portion of the Tenant's Work contains a material defect, it shall promptly notify Landlord of such defect and of the action which Tenant proposes to take or requires its contractors to take to remedy the same, provided that Tenant shall not take any action that may prejudice Landlord's ability to assert its warranty rights (if any) without Landlord's prior written consent. Without limiting approval, which approval not to be unreasonably withheld, conditioned or delayed, provided that said approval shall in no manner relieve Tenant from the foregoing, Tenant reserves the right to install its own security system on the Project Site and Landlord, notwithstanding any other provision of requirement that Tenant's Work comply with this Lease and all applicable laws. Landlord makes no warranty or representation as to the contrary, understands and agrees that condition or suitability of existing improvements reused by Tenant. 6. Tenant shall have make no marks or penetrations into the right roof, upper floor decks, exterior walls, or floors, unless approved by Landlord in advance, which approval shall not be unreasonably withheld, conditioned or delayed. 7. If any Tenant's Work being performed by Tenant to limit or restrict Landlord's access to the Project Site for reasonable safety and security purposes, but subject connect to Landlord's rights under Section 14.1 below utilities requires access through space occupied by any other tenant or otherwise will affect any other tenant and as provided Landlord has approved such Tenant's Work, Tenant shall be responsible for coordinating such Work with such other tenant, restoring said tenant's premises to its original condition following such Work, repairing any damages to said tenant's personal property and compensating said other tenant for any costs or expenses incurred by it on account of such Work. 8. Tenant shall retain Landlord's identification signs or, at Tenant's cost, provide new signs for Landlord's utilities, valves, and other such devices in the ESA and the Development AgreementPremises. 9. Subject Landlord may, at its election, require testing as to the rights affect of Tenant under Sections 11.1 Tenant's Work on the structural components of the building (the "Building") and/or the Premises and 11.2 hereofmajor Building systems (i.e., fire/life safety issues, code compliance, and except as permitted by the Development Agreement plumbing and the ESAelectrical systems), all and Tenant shall cooperate with any reasonable testing procedure. 10. No approval from Landlord with respect to any aspect of Tenant's Work shall be completed lien-free valid unless in writing and in accordance with all Applicable Lawsigned by an authorized representative of Landlord. 11. At Landlord's election, all Tenant acknowledges that the Lease Commencement Date shall not be delayed due solely to the fact that Tenant's Work shall be coordinated with Landlord's construction manager (who shall has not unreasonably interfere with been completed by such dates or due solely to the rendition fact that Tenant is not open for business as of Tenant's Work)such dates.

Tenant’s Work. For purposes All work within the scope of this Article 5the normal construction trades employed in the Building, the term "including, but not limited to, furnishing and installing of telephones cable, data equipment and cable, furniture, and office equipment, shall be furnished and installed by Tenant at Tenant's Work" expense. Tenant shall mean adopt a work schedule in conformance with the schedule of Landlord's contractors and refer conduct its work in such a manner as to maintain harmonious labor relations and as not to interfere unreasonably with or delay the construction and installation work of all aspects of the Project as set forth in detail in the Development AgreementLandlord's contractors. Tenant's contractors, including the Improvementssubcontractors, and all other equipment, fixtures, pipes, wiring, mechanical systems and other property and systems necessary to the operation of the Project. All of Tenant's work labor shall be done in the manner required acceptable to and approved by the Development Agreement Landlord and shall be completely lien-free (except subject to the administrative supervision of the Landlord as provided in Sections 11.1 and 11.2 hereof, and except as otherwise permitted by the Development Agreement and the ESA)it may require to maintain building standard quality or construction schedule. Tenant shall use commercially reasonable its best efforts to obtain warranties ensure that Tenant's contractors, subcontractors, and laborers follow the administrative supervision of Landlord and conform in all ways to the Landlord's Rules and Regulations. If Tenant's contractors fail to conform to Landlord's administrative supervision or Landlord's Rules and Regulations and in doing so damage the Premises or the common areas of the building, Tenant shall be responsible for the cost to repair such damage. Landlord shall give access and entry to the Premises to Tenant and its contractors and reasonable opportunity and time and reasonable use of facilities to enable Tenant to adapt the Premises for Tenant's Work from its contractors use; provided, however, that if such entry is prior to the Commencement Date, such entry shall be subject to all terms and conditions of the Lease except the payment of rent. EXHIBIT "D" TENANT LEASE ESTOPPEL CERTIFICATE --------------------------------- Landlord: Affiliated Equities Real Estate Limited Partnership -------- Tenant: ------ _____________________________________________ Premises: -------- _____________________________________________ Area: ---- _________________________Sq.Ft. Lease Date:_______ The undersigned Tenant under the above-referenced lease (the "Lease") hereby ratifies the Lease and certifies to enforce Affiliated Equities Real Estate Limited Partnership ("Landlord") as owner of the real property of which the premises demised under the Lease (the "Premises") is a part, as follows: 1. That the term of the Lease commenced on _________, 20__ and the Tenant is in full and complete possession of the Premises demised under the Lease and has commenced full occupancy and use of the Premises, such warranties so possession having been delivered by Landlord and having been accepted by the Tenant. 2. That the Lease calls for monthly rent installments of $___________ to date and that defects the Tenant is paying monthly installments of rent of $___________ which commenced to accrue on the _____ day of _________, 20__. 3. That no advance rental or other payment has been made in Tenant's Work are correctedconnection with the Lease, except rental for the current month. If any warranties are not assignable There is no "free rent" or other concession under the remaining term of the Lease, and the rent has been paid to and including ______________, 20__. 4. That a security deposit in the amount of $____________ is being held by Landlord, which amount is not subject to any set off or reduction or to any increase for interest or other credit due to Tenant. 5. That all obligations and conditions under said Lease to be performed to date by Landlord or Tenant shall nevertheless use reasonable diligence to keep such warranties have been satisfied, free of defenses and set-offs including all construction work in the Premises. 6. That the Lease is a valid lease and in full force and effect and to enforce represents the same. entire agreement between the parties; that there is no existing default on the part of Landlord or the Tenant further agrees that if it determines that in any portion of the Tenant's Work contains a material defectterms and conditions thereof and no event has occurred which, it shall promptly notify Landlord of such defect and of the action which Tenant proposes to take or requires its contractors to take to remedy the same, provided that Tenant shall not take any action that may prejudice Landlord's ability to assert its warranty rights (if any) without Landlord's prior written consent. Without limiting the foregoing, Tenant reserves the right to install its own security system on the Project Site and Landlord, notwithstanding any other provision of this Lease to the contrary, understands and agrees that Tenant shall have the right to limit or restrict Landlord's access to the Project Site for reasonable safety and security purposes, but subject to Landlord's rights under Section 14.1 below and as provided for in the ESA and the Development Agreement. Subject to the rights of Tenant under Sections 11.1 and 11.2 hereof, and except as permitted by the Development Agreement and the ESA, all of Tenant's Work shall be completed lien-free and in accordance with all Applicable Law. At Landlord's election, all Tenant's Work shall be coordinated with Landlord's construction manager (who shall not unreasonably interfere with the rendition passing of Tenant's Work)time or giving of notice or both, would constitute an event of default; and that said Lease has: (Initial One) ( ) not been amended, modified, supplemented, extended, renewed or assigned.

Tenant’s Work. For purposes of this Article 5, (a) All work with respect to the term Premises that is not provided in Section 3.1 hereof to be done by Landlord shall be performed by Tenant (hereinafter called "Tenant's Work" ") necessary to create a two level, first class, fully functional, performance hall with a capacity of approximately 2,800 spectators in a combination of portable and permanent seating (but not less than 2,500 spectators in a combination of portable and permanent seating). Tenant's Work shall mean include construction of the following items to the extent, and refer to in the manner, provided for in the Tenant's Plans (as hereinafter defined): finished floors and finished ceilings, utility service hook-ups and distribution, construction of a performance stage, the installation of house lights and all life safety equipment and systems, the installation of a sound and lighting system that is appropriate for the use of the Premises as a first class live performance hall, the installation of any acoustic features selected by Tenant, the construction and installation of bathrooms, the construction of all aspects doorways and exits, the construction of a box office, the construction of all appropriate "back of the Project house" facilities, such as set forth in detail in a green room (or a space that is capable of being utilized as a green room), dressing rooms (with bathroom and shower facilities), bus parking areas, and loading docks and service areas, the Development Agreementconstruction of all appropriate "front of the house" facilities, such as sound board areas and lighting control boards, the construction of adequate storage areas, HVAC installation and distribution, sprinkler system installation, the construction of all interior partitions, finished walls, appropriate staircases and vertical transportation sufficient to serve the Premises, the installation of grease traps (at Tenant's election), service bar facilities and kitchen facilities, the installation of all interior and exterior signage, including a theater style marquee sign, the Improvementsinstallation of all storefronts, fire exits and fire stairways, the construction of the demising wall of the Premises that is closest to ▇▇▇▇▇ Street (including the construction of both sides of such demising wall, from the floor of the first floor of the Premises, to the underside of the roof of the Premises), the construction of a permanent riser system on the second floor of the Premises, the acquisition and installation of a portable riser system on the first floor of the Premises (at Tenant's election), the installation of a service elevator that connects the first and second floors of the Premises to the storage area of the Premises located beneath ▇▇▇▇▇ Street, and all other equipment, fixtures, pipes, wiring, mechanical systems the acquisition and other property and systems necessary to the operation installation of the Project. All of Tenant's work shall be done in the manner required by the Development Agreement and shall be completely lien-free (except as provided in Sections 11.1 and 11.2 hereof, and except as otherwise permitted by the Development Agreement and the ESA)Excluded Personal Property. Tenant shall use commercially reasonable efforts to obtain warranties for do and perform at its expense all Tenant's Work from its contractors diligently and to enforce such warranties so that defects in Tenant's Work are corrected. If any warranties are not assignable to Landlord, Tenant shall nevertheless use reasonable diligence to keep such warranties in effect and to enforce accordance with the same. Tenant further agrees that if it determines that any portion of the Tenant's Work contains a material defect, it shall promptly notify Landlord of such defect and of the action which Tenant proposes to take or requires its contractors to take to remedy the same, provided that Tenant shall not take any action that may prejudice Landlord's ability to assert its warranty rights provisions herein. (if anyb) without Landlord's prior written consent. Without limiting the foregoing, Tenant reserves the right to install its own security system on the Project Site and Landlord, notwithstanding any other provision of this Lease to the contrary, understands and agrees that Tenant shall have the right to limit or restrict Landlord's access to the Project Site for reasonable safety and security purposes, but subject to Landlord's rights under Section 14.1 below and as provided for in the ESA and the Development Agreement. Subject to the rights of Tenant under Sections 11.1 and 11.2 hereof, and except as permitted by the Development Agreement and the ESA, all of Tenant's Work shall be completed lien-free and performed in accordance with all Applicable Law, to the end that the Premises is in material compliance with Applicable Law on the Commencement Date. At Landlord's electionIn connection with the Premises: (i) Tenant shall, in accordance with Applicable Law, satisfy and comply with, in all material respects, the requirements of (x) the Americans with Disabilities Act applicable to the Premises (including the regulations issued thereunder) and (y) the Texas Architectural Barriers Act applicable to the Premises (including the regulations issued thereunder), as each may be amended from time to time (except to the extent that such laws, regulations or amendments are not applicable to the Premises, or Tenant's Work shall be coordinated with Landlord's construction manager operations thereat); and (who shall not unreasonably interfere with the rendition of Tenant's Workii) TENANT HEREBY INDEMNIFIES THE CITY AND LANDLORD FOR ANY AND ALL CLAIMS AND LIABILITIES ARISING OUT OF TENANT'S FAILURE TO SATISFY THE ABOVE DESCRIBED REQUIREMENTS (i.e., AMERICANS WITH DISABILITIES ACT AND TEXAS ARCHITECTURAL BARRIERS ACT).

Tenant’s Work. For purposes (a) Tenant accepts the Premises, Building and Property in its “as is” condition, and agrees that any and all renovations, remodels, demolition, construction, and any other improvements and/or modifications made to the Premises, Building, Property, existing drive-thru facility, and/or to any portion of any component of any of the foregoing thereof (“Tenant’s Work”), shall be made at Tenant’s sole expense. Any and all building permits or any other governmental permits or permissions of any kind that are required for or associated with any Tenant Work shall be obtained at Tenant’s sole expense, and Tenant’s failure to obtain same shall not affect the validity of this Article 5Lease in any capacity, and shall not delay the term "Tenant's Work" shall mean and refer to the construction and installation of Delivery Date, all aspects of the Project as previously set forth in detail in this Lease. (b) Tenant shall not be required to obtain Landlord’s prior written consent to any modifications or renovations within the Development Agreementinterior of the Premises and/or Building, including but not limited to any modifications to or replacements of Building systems. Any structural modification to the exterior of the Building shall be subject to the requirements of Section 8.3(a) of this Lease. (c) Notwithstanding the foregoing or anything to the contrary set forth in this Lease, and with the prior written consent of all applicable Governmental Authorities, Tenant shall be permitted to add or eliminate drivethrough lanes on the outside of the Building, or install or relocate automated teller machines and/or night depositories, and add, remove, or relocate a pneumatic tube system for the drivethrough area, and to reinforce the vault area in any manner required by Tenant’s business in its sole discretion, at any time and without Landlord consent. (d) To the extent Tenant elects to undertake any Tenant’s Work, Tenant shall commence and perform Tenant’s Work with diligence and continuity, in accordance with the Legal Requirements and Insurance Requirements. Tenant shall provide Landlord with a copy of all permits and approvals obtained with respect to Tenant’s Work upon Landlord’s written request. Upon completion of Tenant’s Work, Tenant shall promptly deliver to Landlord: (i) the final “as built” Plans and Specifications showing all changes or modifications, if plans and specifications are required by the nature of Tenant’s Work; and (ii) a final and unconditional certificate of occupancy, if a new or revised certificate is required. (e) During the Term of this Lease, Tenant shall directly incur and pay all expenses relating to any Improvements, and all other equipment, fixtures, pipes, wiring, mechanical systems and other property and systems necessary Landlord shall have no obligation with respect to the operation of the Project. All of Tenant's work shall any Improvements. (f) Any staging area that may be done in the manner required by the Development Agreement and shall be completely lien-free (except as provided in Sections 11.1 and 11.2 hereof, and except as otherwise permitted by the Development Agreement and the ESA). Tenant shall use commercially reasonable efforts to obtain warranties for Tenant's Work from its contractors and to enforce such warranties so that defects in Tenant's Work are corrected. If any warranties are not assignable to Landlord, Tenant shall nevertheless use reasonable diligence to keep such warranties in effect and to enforce the same. Tenant further agrees that if it determines that any portion of the Tenant's Work contains a material defect, it shall promptly notify Landlord of such defect and of the action which Tenant proposes to take or requires its contractors to take to remedy the same, provided that Tenant shall not take any action that may prejudice Landlord's ability to assert its warranty rights (if any) without Landlord's prior written consent. Without limiting the foregoing, Tenant reserves the right to install its own security system on the Project Site and Landlord, notwithstanding any other provision of this Lease to the contrary, understands and agrees that Tenant shall have the right to limit or restrict Landlord's access to the Project Site for reasonable safety and security purposes, but subject to Landlord's rights under Section 14.1 below and as provided for in the ESA and the Development Agreement. Subject to the rights of Tenant under Sections 11.1 and 11.2 hereof, and except as permitted by the Development Agreement and the ESA, all of Tenant's ’s Work shall be completed lien-free contained within the boundaries of the Property. (g) Landlord agrees that in order for Tenant to operate its business, or to sublease the Property or a portion thereof, Tenant may require the reasonable cooperation of Landlord with respect to Alterations (as hereafter defined), and in accordance with all Applicable Law. At Landlord's electionLandlord agrees to provide such cooperation, all Tenant's Work shall be coordinated with Landlord's construction manager (who so long as such cooperation shall not unreasonably interfere with the rendition of require any expenditure on Landlord’s part (other than to review plans and documentation if so requested by Tenant's Work).

Tenant’s Work. i. Subject to the provisions of Articles 3, 6l and 64 hereof, Tenant shall perform or cause the performance of Alterations in and to the Demised Premises to prepare same for Tenant's occupancy thereof including, but not limited to, installation of all interior plumbing, and lighting fixtures, ceiling treatments, interior partitions, window treatments, floor and wall coverings, distribution of electric (Owner shall provide 6 ▇▇▇▇▇ per rentable square foot connected load exclusive of HVAC) and distribution of HVAC (Owner shall provide perimeter HVAC) ("Tenant's Initial Alteration") and all furniture, furnishings and equipment to adapt the Premises for the Permitted Use. All materials used in connection with Tenant's Initial Alteration shall be new and first quality. Tenant shall submit to Owner detailed architectural, mechanical and engineering plans and specifications showing Tenant's Initial Alteration, which shall be prepared by Tenant, at Tenant's expense, and to the extent not pre-approved shall be submitted to Owner on or before ten days after the date hereof for Owner's approval. The plans and specifications, as approved by Owner, are hereinafter referred to as the "Final Plans", and shall be deemed an authorization by Owner for Tenant to proceed after the Commencement Date or such earlier date as Owner may permit Tenant to have access to the Premises for Tenant's Initial Alteration, which shall be performed by Owner (pursuant to Paragraph ii below) or by contractors reasonably approved by Owner and otherwise in accordance with the terms of this Lease. The approval of the Final Plans by Owner shall not be deemed to create any liability on the part of Owner with respect to the design or specifications set forth in the Final Plans or an acknowledgment on the part of the Owner that the Final Plans are in compliance with all applicable governmental laws, rules and regulations. ii. Within 30 days after approval by Owner of the Final Plans, and providing that Tenant has not already engaged Owner to perform the work, Tenant shall deliver to Owner a proposal by one or more contractors reasonably approved by Owner. Owner shall have the right, by notice given to Tenant within 30 days after receipt of such proposal, to elect to perform Tenant's Initial Alteration upon the terms set forth in Contractor's Proposal. Upon such election, Owner and Tenant shall enter into an agreement for the performance of Tenant's Initial Alteration upon such terms. iii. In the event that Owner elects to perform Tenant's Initial Alteration, Owner shall pay a portion of the total construction cost thereof (including only hard construction costs, materials incorporated in Tenant's Initial Alteration, filing and other government al fees and charges, but not including costs of furniture, furnishings and decorative items) (the "Initial Alteration Cost") equal to Owner's Contribution (as defined below), as verified by Tenant through provision of receipted invoices (or such other proof of payment as Tenant sha1l reasonably require). iv. In the event that Owner does not elect to perform Tenant's Initial Alteration, Owner shall reimburse Tenant for a portion of the cost of Tenant's Initial Alteration, as approved by Owner and made by Tenant, in the amount of Owner's Contribution. Provided this Lease is then in full force and effect and Tenant is not in default hereunder beyond any applicable notice and grace period and Tenant has opened the Premises for business to the public, Owner shall pay Owner's Contribution to Tenant, less any amounts deducted therefrom pursuant to Subsection (v), within thirty (30) days after satisfactory completion of Tenant's Initial Alteration and submission by Tenant of (i) "as-built" drawings showing Tenant's Initial Alteration, (ii) a detailed breakdown of Tenant's final and total construction costs, together with receipted invoices (or such other proof of payment as Owner shall reasonably require) showing payment thereof, (iii) a written statement from Tenant's architect or engineer that the work described on any such invoices has been completed in accordance with the Pinal Plans, (iv) all required AIA forms, supporting final lien waivers and releases executed by the general contractor and all major subcontractors employed by Tenant in connection with Tenant's Initial Alteration, (v) a copy of a certificate of occupancy or amended certificate of occupancy required in respect of the Premises. v. Tenant shall pay all of Owner's reasonable out-of-pocket costs incurred in connection with Tenant's Initial Alteration, consisting of up to $500 for each engineering, or other outside consulting fee incurred by or on behalf of Owner for the review and approval of Tenant's Final Plans and for approval of construction of Tenant's Initial Alteration. Owner, at its option, may deduct such costs from Owner's Contribution. vi. For the purposes of this Article 5Lease, the term "TenantOwner's WorkContribution" shall mean and refer $63,760 [$20.00 per square foot] [subject to the construction and installation verification of all aspects of the Project as set forth in detail in the Development Agreementsquare footage], including the Improvements, and all other equipment, fixtures, pipes, wiring, mechanical systems and other property and systems necessary to the operation of the Project. All of at Tenant's work shall election to be done in applied against the manner required by the Development Agreement and shall be completely lien-free (except as provided in Sections 11.1 and 11.2 hereof, and except as otherwise permitted by the Development Agreement and the ESA). Tenant shall use commercially reasonable efforts to obtain warranties for Tenant's Work from its contractors and to enforce such warranties so that defects in Tenant's Work are corrected. If any warranties are not assignable to Landlord, Tenant shall nevertheless use reasonable diligence to keep such warranties in effect and to enforce the same. Tenant further agrees that if it determines that any portion cost of the Tenant's Work contains a material defect, it shall promptly notify Landlord of such defect and of the action which Tenant proposes to take or requires its contractors to take to remedy the same, provided that Tenant shall not take any action that may prejudice Landlord's ability to assert its warranty rights construction (if anyperformed by Owner) without Landlord's prior written consent. Without limiting the foregoing, Tenant reserves the right to install its own security system on the Project Site and Landlord, notwithstanding any other provision of this Lease to the contrary, understands and agrees that Tenant shall have the right to limit or restrict Landlord's access to the Project Site for reasonable safety and security purposes, but subject to Landlord's rights under Section 14.1 below and as provided for in the ESA and the Development Agreement. Subject to the rights of Tenant under Sections 11.1 and 11.2 hereof, and except as permitted by the Development Agreement and the ESA, all of Tenant's Work shall be completed lien-free and in accordance with all Applicable Law. At Landlord's election, all Tenant's Work shall be coordinated with Landlord's construction manager (who shall not unreasonably interfere with the rendition of Tenant's Work)against Rent otherwise owing.

Tenant’s Work. For purposes Tenant, at its sole cost and expense, but subject to payment of this Article 5the Allowance (as hereinafter defined) as provided under Paragraph 9 below, shall perform, or cause to be performed, all work described in the lease as the “Tenant’s Work” and desired by Tenant for its initial occupancy of the Premises (herein also referred to as the “Tenant’s Work”), all in accordance with the Plans (as hereafter defined) submitted to and approved by Landlord (which approval shall not be unreasonably withheld or delayed as described in Paragraph 3(b) below). The Tenant’s Work shall be constructed in a good and workmanlike fashion, in accordance with the requirements set forth herein and in compliance with all applicable statutes, laws, ordinances, orders, codes, rules, regulations, building and fire codes and other governmental requirements, including, without limitation, the term "Tenant's Work" shall mean ADA and refer to the all Building-related construction rules and installation of all aspects regulations. Landlord’s review and approval of the Project as set forth in detail in Plans or any other submission of Tenant shall create no responsibility or liability on the Development Agreement, including the Improvements, and all other equipment, fixtures, pipes, wiring, mechanical systems and other property and systems necessary to the operation part of the Project. All of Tenant's work shall be done in the manner required by the Development Agreement and shall be completely lien-free (except as provided in Sections 11.1 and 11.2 hereof, and except as otherwise permitted by the Development Agreement and the ESA)Landlord for such compliance or for their completeness or design sufficiency. Tenant shall use commercially reasonable efforts to obtain warranties for Tenant's Work from its contractors and to enforce such warranties so that defects in Tenant's Work are corrected. If any warranties are not assignable to Landlord, Tenant shall nevertheless use reasonable diligence to keep such warranties in effect and to enforce commence the same. Tenant further agrees that if it determines that any portion construction of the Tenant's ’s Work contains a material defect, it shall promptly notify Landlord of such defect and following completion of the action which Tenant proposes to take or requires its contractors to take to remedy the same, pre-construction activities provided that for in Paragraph 3 below. Tenant shall not take coordinate the Tenant’s Work so as avoid material or unreasonable interference with any action that may prejudice Landlord's ability activities being conducted by or on behalf of Landlord and/or other tenants at the Building from time to assert its warranty rights (if any) without Landlord's prior written consenttime. Without limiting the foregoing, Tenant reserves the right to install its own security system on the Project Site and Landlord, notwithstanding any other provision of this Lease Notwithstanding anything to the contrarycontrary herein, understands and as part of Tenant’s Work, Landlord hereby agrees that Tenant shall have the right right, at Tenant’s sole election, to limit or restrict Landlord's access to install the Project Site for reasonable safety and security purposes, but subject to Landlord's rights under Section 14.1 below and as provided for following in the ESA Lobby: (a) double glass doors with building standard glass located on the north wall of the Lobby (the “North Wall Glass Doors”) and (b) a single glass door located on the Development Agreementsouth wall of the Lobby (the “South Wall Glass Door”). Subject to the rights Landlord and Tenant hereby agree that each of Landlord and Tenant under Sections 11.1 and 11.2 hereof, and except as permitted by the Development Agreement and the ESA, all of Tenant's Work shall be completed lienresponsible for one-free half (1/2) of the reasonable costs incurred by Tenant in manufacturing and in accordance installing the North Wall Glass Doors. Landlord shall reimburse Tenant for its one-half of such reasonable costs within thirty (30) days after demand therefore, along with all Applicable Law. At Landlord's election, all Tenant's Work shall be coordinated with Landlord's construction manager (who shall not unreasonably interfere with the rendition copies of Tenant's Work)paid invoices.

Tenant’s Work. For purposes Landlord shall improve, renovate and refurbish the Demised Premises for Tenant’s continued use and occupancy pursuant to the provisions of this Article 5Revised Exhibit C, and the term "Construction Drawings and Documents (as defined in 5 hereof). All work shown on the Construction Drawings and Documents shall include, but not be limited to, interior partitions, doors, hardware, wall and floor coverings, lighting, electric power wiring, sprinklers and fire safety equipment, and shall be “Tenant's ’s Work" ” and shall mean be undertaken and refer to the construction and installation of all aspects of the Project paid for as set forth in detail this Revised Exhibit C; provided, however, that if the base building structure, the base building systems, the common areas and/or the Full-Floor Common Areas do not comply with the Americans with Disabilities Act or any other Law (whether or not the same constitutes an instance of permitted nonconformance) and any changes to the foregoing are required in order to obtain any permit, approval, inspection or other item required for the Development Agreementlawful performance of Tenant’s Work and occupancy of the Demised Premises, including then such changes shall be performed at Landlord’s expense and without deducting the Improvementscosts thereof from the Workletter Allowance. The cost of the Base Building Work shall not be chargeable against the Workletter Allowance. Landlord at its own cost and expense shall provide space planning services to Tenant to facilitate preparation of the Construction Drawings and Documents. Landlord shall solicit bids for the trades for Tenant’s Work from not less than three (3) qualified contractors per trade. Tenant may select up to three (3) qualified contractors per trade to bid on Tenant’s Work, subject to Landlord’s reasonable approval of the same. Landlord and Tenant shall jointly, reasonably and expeditiously choose the trade contractors for Tenant’s Work based on their reasonable evaluation of the bid price, the contractor’s reliability and reputation for quality workmanship, size of jobs performed and timeliness of performance, the contractor’s past job performance with them, and all other equipment, fixtures, pipes, wiring, mechanical systems and other property and systems necessary to the operation ability of the Projectbidding contractor to satisfy licensing and insurance requirements for the job. All of The trade contract for Tenant's work ’s Work shall be done in subject to Tenant’s reasonable approval and, at Tenant’s request, shall be a guaranteed maximum price contract. Landlord or one of Landlord’s affiliates shall act as construction manager for the manner required by the Development Agreement job and shall be completely lien-free (except as provided in Sections 11.1 and 11.2 hereof, and except as otherwise permitted by the Development Agreement and the ESA). Tenant shall use commercially reasonable efforts entitled to obtain warranties for Tenant's Work from its contractors and to enforce such warranties so that defects in Tenant's Work are corrected. If any warranties are not assignable to Landlord, Tenant shall nevertheless use reasonable diligence to keep such warranties in effect and to enforce the same. Tenant further agrees that if it determines that any portion receive a construction management fee comprised of the Tenant's Work contains a material defect, it shall promptly notify Landlord of such defect Overhead and of the action which Tenant proposes to take or requires its contractors to take to remedy the same, provided that Tenant shall not take any action that may prejudice Landlord's ability to assert its warranty rights (if any) without Landlord's prior written consent. Without limiting the foregoing, Tenant reserves the right to install its own security system on the Project Site and Landlord, notwithstanding any other provision of this Lease to the contrary, understands and agrees that Tenant shall have the right to limit or restrict Landlord's access to the Project Site for reasonable safety and security purposes, but subject to Landlord's rights under Section 14.1 below and Profit as provided for set forth in the ESA and the Development Agreement. Subject to the rights of Tenant under Sections 11.1 and 11.2 hereof, and except as permitted by the Development Agreement and the ESA, all of Tenant's Work shall be completed lien-free and in accordance with all Applicable Law. At Landlord's election, all Tenant's Work shall be coordinated with Landlord's construction manager (who shall not unreasonably interfere with the rendition of Tenant's Work)following paragraph 3.

Tenant’s Work. For purposes of Section 5.1 Except as may be expressly provided in this Article 5lease, Tenant shall not make any alterations, installations, additions or other changes to the Premises, the term Building, the Building systems, or any part thereof (collectively, "Tenant's Work" shall mean and refer to the construction and installation of all aspects of the Project as set forth in detail in the Development Agreement"), including the Improvements, and all other equipment, fixtures, pipes, wiring, mechanical systems and other property and systems necessary to the operation of the Project. All of Tenant's work shall be done in the manner required by the Development Agreement and shall be completely lien-free (except as provided in Sections 11.1 and 11.2 hereof, and except as otherwise permitted by the Development Agreement and the ESA). Tenant shall use commercially reasonable efforts to obtain warranties for Tenant's Work from its contractors and to enforce such warranties so that defects in Tenant's Work are corrected. If any warranties are not assignable to Landlord, Tenant shall nevertheless use reasonable diligence to keep such warranties in effect and to enforce the same. Tenant further agrees that if it determines that any portion of the Tenant's Work contains a material defect, it shall promptly notify Landlord of such defect and of the action which Tenant proposes to take or requires its contractors to take to remedy the same, provided that Tenant shall not take any action that may prejudice Landlord's ability to assert its warranty rights (if any) without Landlord's prior written consentconsent in each instance, which may be withheld in Landlord's sole discretion. Without limiting However, if Tenant's Work consists solely of the foregoingpainting, carpeting or decorating of the Premises and will cost less than $10,000 in the aggregate, then Landlord's consent shall not be required, provided (i) Tenant reserves gives Landlord 10 days prior notice of such Tenant's Work (with reasonable details of the right work to install its own security system on be performed), and (ii) all of the Project Site and Landlord, notwithstanding any other provision applicable provisions of this Lease lease shall apply. Any Tenant's Work consented to the contrary, understands and agrees that Tenant shall have the right to limit by Landlord (or restrict Landlord's access to the Project Site for reasonable safety and security purposes, but subject to Landlord's rights under Section 14.1 below and as provided for in the ESA and the Development Agreement. Subject to the rights of Tenant under Sections 11.1 and 11.2 hereof, and except as permitted by the Development Agreement immediately preceding sentence) shall (a) not (i) affect any part of the Building outside the Premises, (ii) adversely affect any structural element of the Building (iii) adversely affect any Building system, (b) be performed only by contractors or subcontractors approved by Landlord, and (c) be performed, at Tenant's expense, in a professional manner using new materials of first class quality and in compliance with this lease, all Laws and any plans therefor approved by Landlord. Section 5.2 If, in connection with any act or omission of Tenant or Tenant's employees, agents or contractors, a mechanic's lien, other encumbrance or violation is filed against Landlord, or any part of the Premises, the Building or Tenant's Work, Tenant shall, at Tenant's expense, have it removed within 30 days after Tenant receives notice of the filing. Tenant shall not employ, or permit the employment of, any contractor, subcontractor or other worker in the Premises if such employment shall, in Landlord's reasonable judgment, interfere or cause conflict with other contractors, subcontractors or workers in the Building. Tenant shall immediately stop work or other activity if Landlord notifies Tenant that continuing such work or activity would violate Landlord's union contracts affecting the Building, or create any work stoppage, picketing, labor disruption or dispute or any interference with the business of Landlord or any tenant or occupant of the Building. Section 5.3 Subject to Section 1.9 with respect to the Furniture, on or before the Expiration Date, Tenant shall, at Tenant's expense, remove from the Premises and the ESABuilding (a) Tenant's trade fixtures, all equipment and personal property which are removable without material damage to the Premises or the Building ("Tenant's Property"), and (b) at the request of Landlord, any Tenant's Work shall be completed lien-free and in accordance with all Applicable Law. At Landlord's election, all performed by Tenant's Work shall be coordinated with Landlord's construction manager (who shall not unreasonably interfere with the rendition of Tenant's Work).

Tenant’s Work. For purposes of this Article 54.01 At its own expense, Tenant shall provide all design, engineering, plans, specifications, drawings, permits, fees, work, labor, skill and equipment required to complete the term "Premises for occupancy, and shall construct the Tenant's Work" Improvements in accordance with Tenant's Drawings, approved in the manner set forth herein. 4.02 The following shall mean be carried out at Tenant's expense and refer by Landlord's contractor: (1) all approved modifications and/or additions to the construction shell building structural system, roof and life safety systems, including, without limitation, installation of all aspects approved modifications and additions for the existing shell building sprinkler system, and (2) any drilling, cutting, coring and patching for conduit, pipe sleeves, chases, duet equipment, or openings in the floors, walls, columns or roofs of the Project Premises which is approved by Landlord. The following may be carried out by Tenant's contractor at Tenant's expense subject to the requirements of Section 4.03 below: (1) all approved modifications to the shell building plumbing, heating, cooling, ventilating, exhaust, control and electrical distribution systems as installed by Landlord, and (2) patching of building standard fireproofing, if applicable. 4.03 Modifications to the shell building systems set forth in detail Section 4.02 and special requirements of Tenant will be considered by Landlord only if applied for at the time Tenant's Drawings are submitted for approval and if they are compatible with the capacity and character of the shell building. Drawings for such proposed modifications shall be certified (sealed) by an architect duly registered in the Development AgreementState of Utah. Landlord shall not be required to grant its consent to allow Tenant's contractor to perform such work unless Tenant agrees to obtain from Landlord's subcontractor(s) originally responsible for the installation of such shell building systems written statements in form satisfactory to Landlord, including that Tenant's modifications of such shell building systems will be performed in a good workmanlike manner and specifically affirming the Improvements, continued validity of any and all other equipment, fixtures, pipes, wiring, mechanical systems warranties and other property and systems necessary guaranties in effect prior to the operation commencement of the Project. All of Tenant's work shall be done in the manner required by the Development Agreement and shall be completely lien-free (except as provided in Sections 11.1 and 11.2 hereof, and except as otherwise permitted by the Development Agreement and the ESA). Tenant shall use commercially reasonable efforts to obtain warranties for Tenant's Work from its contractors each such shell building systems subcontractor. Restrictions on mechanical and electrical connections by Tenant may be imposed as reasonably necessary by Landlord to enforce such warranties so insure that defects in no warranty or guarantee pertaining to the shell building is lost or jeopardized. 4.04 No construction work shall be undertaken or commenced by Tenant until: (a) Tenant's Work are corrected. If any warranties are not assignable Drawings have been submitted to and approved or deemed approved by Landlord, and (b) all necessary building permits and required insurance coverages have been secured and certificates of insurance delivered to Landlord, . 4.05 Tenant shall nevertheless use reasonable diligence proceed with its work expeditiously, continuously, and efficiently, and shall complete the same by the date one hundred twenty (120) days following the Delivery Date. Failure of Tenant to keep complete by such warranties in effect and to enforce the same. Tenant further agrees that if it determines that any portion date shall not prevent commencement of the Tenant's Work contains a material defect, it shall promptly notify Landlord of such defect and term of the action which Lease or commencement of any rental or other charges payable by Tenant proposes to take or requires its contractors to take to remedy under the same, provided that Lease. 4.06 Tenant shall not take any action ensure that may prejudice Landlord's ability to assert its warranty rights (if any) without Landlord's prior written consent. Without limiting the foregoingall materials, Tenant reserves the right to install its own security system on the Project Site skill and Landlord, notwithstanding any other provision of this Lease to the contrary, understands and agrees that Tenant shall have the right to limit or restrict Landlord's access to the Project Site for reasonable safety and security purposes, but subject to Landlord's rights under Section 14.1 below and as provided for workmanship in the ESA and the Development Agreement. Subject to the rights of Tenant under Sections 11.1 and 11.2 hereof, and except as permitted by the Development Agreement and the ESA, all of Tenant's Work shall be completed lien-free of uniformly high quality, not less than building standard, and in accordance with all Applicable Lawthe best standards of practice and any governing codes or regulations. At LandlordTenant shall have the obligation to timely deliver any materials and equipment and labor to be supplied by Tenant so as not to delay substantial completion of Tenant's electionWork. Tenant represents and warrants that Tenant's Drawings and the improvements contemplated thereby shall be in compliance with applicable building and zoning laws, all ordinances, regulations and any covenants, conditions or restrictions affecting the Shopping Center, and that the same are in accordance with good engineering and architectural practice, and that Tenant's Drawings are sufficient for issuance of a building permit for Tenant's Work. Further, Tenant shall be responsible for obtaining the certificate of occupancy for the Premises with respect to Tenant's Work, and shall furnish the same to Landlord prior to the Commencement Date. 4.07 Tenant shall appoint a representative as Tenant's representative with full authority to make decisions and commitments on behalf of Tenant in respect to Tenant's Work and changes therein. 4.01 All Tenant's Work shall be coordinated confined to the interior of the Premises, with the exception of sign mountings, which shall be performed in compliance with Landlord's construction manager (who shall not unreasonably interfere with sign criteria and the rendition of Tenant's Work)approved sign drawings.

Tenant’s Work. For purposes Section 5.1. Except as expressly set forth herein, Tenant shall not, without Landlord's prior written approval, in each instance, make (i) structural changes or alterations in or to the Demised Premises of any nature, (ii) changes or alterations which affect the Building's systems, which term shall include, without limitation, the Building's utility, plumbing, ventilating, electrical, air conditioning or heating systems or (iii) non-structural changes or alterations costing more than $75,000 in the aggregate in any twelve (12) month period. Prior to Tenant's commencing the Initial Tenant's Work described in Section 3.5 above, or any other work in the Demised Premises for which Landlord's prior approval is required, Tenant shall submit to Landlord for Landlord's written approval (which approval shall not be unreasonably withheld for non-structural work which does not affect any Building systems), complete drawings, plans and specifications, if any, (herein collectively referred to as "Tenant's Plan") for the improvements and installations to be made by Tenant (said Initial Tenant's Work, together with all other work contemplated in this Article 5, the term 5 is herein collectively referred to as "Tenant's Work" "). Tenant shall mean also submit to Landlord for Landlord's written approval (x) the proposed budget (updated as any work progresses) for all Tenant's Work to be made by Tenant and refer (y) a list of contractors and subcontractors for Tenant's Work. Upon request, Tenant agrees to employ Landlord's contractor to perform any part of Tenant’s Work with respect to the construction and installation of all aspects Building's systems or the exterior of the Project Demised Premises and/or any structural aspect of Tenant’s Work. Tenant acknowledges that said Landlord's contractor may be a related party to Landlord and Tenant has no objection thereto so long as the cost of such work does not exceed that which Tenant would be obligated to pay an unrelated party. Tenant's Plan shall be fully detailed, shall show complete dimensions, shall not require any changes in the structure of the Building (except as expressly permitted pursuant hereto) and shall not be in violation of any laws, order, rules or regulations of any governmental department or bureau having jurisdiction of the Demised Premises. Section 5.2. Within ten (10) days after submission to Landlord of Tenant's Plan, Landlord shall either approve same or shall set forth in writing the particulars in which Landlord does not approve same, in which latter case Tenant shall, within ten (10) days after Landlord's notification, return to Landlord appropriate corrections thereto. Such corrections shall be subject to Landlord's approval not to be unreasonably withheld. Tenant shall pay to Landlord, promptly upon being billed, any reasonable charges or expenses of Landlord's architects and engineers in reviewing Tenant's Plan and/or insuring compliance therewith as well as a construction management fee of two and one/half (2.5%) percent of the aggregate hard costs for such work as set forth in detail in the Development Agreement, including the Improvements, and all other equipment, fixtures, pipes, wiring, mechanical systems and other property and systems necessary to the operation of the Project. All of Tenant's work shall be done in the manner required by the Development Agreement and shall be completely lien-free (except as provided in Sections 11.1 and 11.2 hereof, and except as otherwise permitted by the Development Agreement and the ESA). Tenant shall use commercially reasonable efforts to obtain warranties proposed budget for any Tenant's Work from its contractors and required to enforce such warranties so that defects in Tenant's Work are corrected. If any warranties are not assignable to be supervised or monitored by Landlord, Tenant shall nevertheless use reasonable diligence to keep such warranties in effect and to enforce the same. Section 5.3. Tenant further agrees that if it determines that any portion of the Tenant's Work contains a material defect, it shall promptly notify Landlord of such defect and of the action which Tenant proposes to take or requires its contractors to take to remedy the same, provided that Tenant shall not take make any action that may prejudice changes in Tenant's Plan subsequent to approval by Landlord unless Landlord consents to such changes; provided, however, Landlord's ability consent shall not be required in connection with any changes required by any governmental entity or agency. Tenant shall pay to assert its warranty rights (if any) without Landlord's prior written consentLandlord all costs and expenses caused by such change which Landlord may incur or sustain in the performance by Landlord of any construction or work in the Building. Without limiting the foregoing, Tenant reserves the right to install its own security system on the Project Site and Landlord, notwithstanding any other provision of this Lease to the contrary, understands and agrees that Tenant Landlord shall have the right to limit refuse to consent to any such changes if in the reasonable judgment of Landlord or restrict Landlord's access architect such changes materially deviate from Tenant's Plan theretofore approved by Landlord or otherwise violate the terms of this Lease. Any charges payable under this subparagraph 5.3 shall be paid by Tenant from time to time upon demand as Additional Rent, whether or not the Project Site for Lease Term shall have commenced. Section 5.4. Following compliance by Tenant with its obligations under the foregoing subparagraphs and approval of Tenant’s Plan by Landlord, Tenant shall commence Tenant's Work and it shall proceed diligently with same in a good and workmanlike manner using first-class materials in order to complete same within a reasonable safety period of time. Section 5.5. Tenant agrees that in the performance of Tenant's Work (i) neither Tenant nor its agents or employees shall interfere with any work being done at the Industrial Center by other tenants or occupants thereof or by Landlord and security purposesits contractors, but subject to agents and employees, (ii) intentionally omitted, (iii) that Tenant shall comply with any reasonable rules and regulations proposed by Landlord, its agents, contractors or employees, (iv) that all that all contractors, subcontractors and personnel employed by Tenant shall be harmonious and compatible with the labor employed by Landlord and other tenants in the Industrial Center, it being agreed that if in Landlord's rights under Section 14.1 below and as provided for judgment the labor is incompatible with the labor employed by Landlord or construction labor employed by other tenants in the ESA Industrial Center, Tenant shall immediately resolve such incompatibility, or upon Landlord's demand immediately withdraw such labor from the premises, (v) that prior to commencing Tenant's Work, Tenant shall procure and deliver to Landlord worker's compensation, public liability, property damage and such other insurance policies, in such form and amounts as shall be reasonably acceptable to Landlord in connection with Tenant's Work, and shall upon Landlord's request cause Landlord, any mortgagee of the Development Agreement. Subject Industrial Center and such other entities as Landlord shall designate to be named as an insured thereunder, (vi) that Tenant shall hold Landlord, any mortgagee of the rights Industrial Center and such other entities as Landlord shall designate harmless from and against any and all claims arising from or in connection with any act or omission of Tenant under Sections 11.1 or its agents, contractors and 11.2 hereofemployees, and except as permitted by the Development Agreement and the ESA, all of (viii) that Tenant's Work shall be completed lien-free and performed in accordance with the approved Tenant's Plan and in compliance with the laws, orders, rules and regulations of any governmental department or bureau having jurisdiction over the Industrial Center and Tenant shall immediately correct any non-conforming work, and (vii) that Tenant shall promptly pay for Tenant's Work in full and shall not permit any lien to attach to the Demised Premises or the land and/or Industrial Center. Section 5.6. In the event that Tenant shall not diligently perform and fully pay for Tenant's Work and/or causes or permits any liens to attach to the Demised Premises or the building containing the Demised Premises, as determined by Landlord, then, in addition to any other remedies of Landlord in this Lease contained, by law or otherwise, Landlord shall, to the extent Landlord deems necessary, be entitled, at Tenant's expense, to restore and/or protect the Demised Premises or the Industrial Center, and to pay or satisfy any costs, damages or expenses in connection with the foregoing and/or Tenant's obligations under this Lease. Section 5.7. All trade fixtures and equipment installed or used by Tenant in the Demised Premises shall be fully paid for by Tenant in cash and shall not be subject to conditional bills of sale, chattel mortgage or other title retention agreements, unless such conditional ▇▇▇▇ of sale, chattel mortgage or other title retention interest does not affect Landlord's interest in the Demised Premises or the Industrial Center. Section 5.8. Notice is hereby given that the Landlord shall not be liable for any labor or materials furnished or to be furnished to the Tenant upon credit, and that no mechanic's or other lien for any such labor or materials shall attach to or affect the reversion or other estate or interest of the Landlord in and to the Demised Premises or the Industrial Center. Section 5.9. Notwithstanding anything to the contrary contained herein, Landlord shall not be obligated to give its consent or approval regarding Tenant's Work in the event that such consent or approval is required of, and not given by, Landlord's mortgagee. Tenant's Work shall in all Applicable Lawrespects conform to the requirements, if any, imposed by any mortgage on the Industrial Center with respect to such alterations and improvements. Section 5.10. Landlord may, at any time and from time to time but upon reasonable advance notice, in addition to any other right of access given to Landlord pursuant to the terms of this Lease, enter upon the Demised Premises with one or more engineers and/or architects of Landlord's selection to determine the course and degree of completion of Tenant's Work and its compliance with Tenant's Plan and the terms and conditions of this Lease. Section 5.11. At the time Landlord approves the Tenant's Plan, Landlord's election, by notice to Tenant, shall have the right to require Tenant to remove prior to the Expiration Date any or all Tenant's Work shall be coordinated with Landlord's construction manager (who shall not unreasonably interfere with performed by Tenant and restore the rendition Demised Premises to the condition it existed prior to the performance of said Tenant's WorkWork (such Tenant's Work which Landlord requires Tenant to remove, "Designated Alterations").

Tenant’s Work. Tenant shall hire and use its project manager to manage the construction work on the Premises. Landlord shall be entitled to approve “Tenant’s Contractors”, as hereinafter defined, such approval not to be unreasonably withheld, conditioned or delayed. Tenant, through its project manager, contractor(s) and agents (collectively, “Tenant’s Contractors”) shall furnish all labor and materials as necessary to build-out and improve the Premises to Tenant’s specifications and to facilitate Tenant’s business operations on the Premises (collectively, “Tenant’s Work”). The following shall apply to Tenant’s Work: (1) For purposes of this Article 5, the term "all Tenant's Work" shall mean and refer ’s Work involving material alterations to the construction and installation of all aspects structure or layout of the Project as set forth Premises or material alterations to the mechanical or utility systems serving the Premises, Tenant’s Contractors shall prepare space plans and specifications for the Premises. Such space plans shall include commercially reasonable complete architectural, mechanical, electrical engineering, plumbing, life safety and structural drawings and specifications (including all finishes) where applicable. (2) All plans and specifications prepared in detail connection with Tenant’s Work shall be in the Development Agreementfull compliance with all applicable building codes, including the ImprovementsADA and its related rules and regulations, and be compatible with all other equipmentinsurance regulations for the Premises. (3) Notwithstanding Landlord’s review and approval of the plans and specifications, fixturesLandlord makes no representations as to the design, pipesfeasibility or efficiency of the proposed Tenant’s Work, wiringor whether Tenant will be able to obtain the required permits, mechanical systems approvals and other property certificates. (4) All materials and systems necessary to workmanship in connection with Tenant’s Work will be of first-class quality in keeping with Landlord’s standards for the Building in which the Premises are located. If the operation of the Project. All Building or any of its equipment is in any way adversely affected by reason of Tenant's work shall be done in the manner required by the Development Agreement and shall be completely lien-free (except as provided in Sections 11.1 and 11.2 hereof’s Work, and except as otherwise permitted by the Development Agreement and the ESA). Tenant shall Tenant, at its expense, will use commercially reasonable efforts to obtain warranties remove the cause thereof upon Landlord’s request. (5) Tenant is solely responsible for Tenant's Work from its contractors and to enforce such warranties so that defects in Tenant's Work are corrected. If any warranties are not assignable to Landlord, Tenant shall nevertheless use reasonable diligence to keep such warranties in effect and to enforce the same. Tenant further agrees that if it determines that any portion completion of the Tenant's Work contains a material defect, it shall promptly notify Landlord of such defect and of the action which Tenant proposes to take or requires its contractors to take to remedy the same, provided that Tenant shall not take any action that may prejudice Landlord's ability to assert its warranty rights (if any) without Landlord's prior written consent. Without limiting the foregoing, Tenant reserves the right to install its own security system on the Project Site and Landlord, notwithstanding any other provision of this Lease to the contrary, understands and agrees that Tenant shall have the right to limit or restrict Landlord's access to the Project Site for reasonable safety and security purposes, but subject to Landlord's rights under Section 14.1 below and as provided for in the ESA and the Development Agreement. Subject to the rights of Tenant under Sections 11.1 and 11.2 hereof, and except as permitted by the Development Agreement and the ESA, all of Tenant's ’s Work shall be completed lien-free and to the Premises in accordance with a timely manner. (6) At all Applicable Law. At Landlord's election, all Tenant's Work shall be coordinated with Landlord's construction manager (who shall not unreasonably interfere with times during the rendition progress of Tenant's ’s Work), Landlord will be entitled to have a representative present on the site for supervision and inspection purposes, and Landlord’s representative will have commercially reasonable access to all parts of the Premises. Such presence, inspection and/or supervision, however, will not impose any obligation whatsoever on Landlord or Landlord’s representative nor render Landlord or Landlord’s representative liable in any way for improper work or faulty materials. Landlord agrees to cooperate in all reasonable respect with Tenant’s efforts to complete the Tenant’s Work.

Tenant’s Work. For purposes of this Article 5After the Commencement Date, the term "Tenant, at Tenant's sole cost and expense, shall perform any and all alterations, improvements and work (other than Landlord’s Work" shall mean and refer ) necessary to the complete construction and installation of all aspects of the Project as set forth in detail in Leased Premises and to use and occupy the Development Agreement, including same for the Improvements, and all other equipment, fixtures, pipes, wiring, mechanical systems and other property and systems necessary to the operation of the Projectpurposes permitted hereunder (“Tenant’s Work”). All of Tenant's work ’s Work shall be done in a good and workmanlike manner in compliance with all building codes and regulations and in accordance with plans and specifications first approved in writing by Landlord as described below. Notwithstanding any provision hereof to the manner required contrary, Landlord may demand Tenant make such variations in the work to be performed by it as may be reasonably necessary or appropriate for the Development Agreement development of the Building and shall be completely lien-free (except as provided in Sections 11.1 and 11.2 hereof, and except as otherwise permitted by construction of the Development Agreement Leased Premises and the ESA)Building, but no such changes shall materially alter the general appearance or amount of floor space in the Leased Premises nor substantially affect the quality or substantially change the interior arrangement of the Leased Premises. Tenant shall use commercially reasonable efforts to obtain warranties for indemnify Landlord and save Landlord harmless from and against any and all claims, costs, damages, and expenses on account of such Tenant's Work from its contractors and to enforce such warranties so that defects in Tenant's Work are corrected’s Work. If any warranties are not assignable Notwithstanding the foregoing, Tenant shall furnish to Landlord, at least five (5) days before any improvements are made by Tenant, preliminary drawings or reasonably detailed drawings or explanations of work (the "Plans and Specifications") showing all improvements to be constructed, installed or placed by Tenant in the Leased Premises. Landlord shall review the Plans and Specifications and either approve the same or state what commercially reasonable changes, if any, Landlord requires therein within five (5) days after receipt thereof, which approval shall not be unreasonably withheld, delayed or conditioned. If Landlord requires any changes, Tenant shall nevertheless use reasonable diligence cause the Plans and Specifications to keep such warranties be revised in effect accordance with any requirements of Landlord and shall resubmit the same to enforce Landlord for its review in accordance with the sametimelines above. Tenant further acknowledges and agrees that if it determines that Landlord shall have no liability whatsoever for any defects, errors or omissions as a result of its approval of Tenant's Plans and Specifications. Promptly after approval of Tenant's Plans and Specifications, Tenant shall, at its own costs and expense, obtain all necessary governmental approvals and permits in connection with Tenant's Work. Upon Tenant's receipt of all necessary governmental approvals and permits, Tenant shall promptly commence and proceed to substantially complete Tenant's Work. Landlord shall provide Tenant with a tenant improvement allowance not to exceed $500,000.00 (the “Improvement Allowance”) to pay the costs and expenses for the portion of the Tenant's ’s Work contains a material defectthat constitutes Leasehold Work (as hereinafter defined), it shall promptly notify the actual disbursed amount of which Landlord will amortize over three years of Initial Term at an annual interest rate of five percent (5%), payable by Tenant monthly in the same manner and at the time Tenant pays Base Rent; provided, however, that Tenant may reimburse Landlord in such defect and additional amounts or in full for the Improvement Allowance at any time during the Initial Term without penalty. If the actual costs of the action which Tenant proposes to take or requires its contractors to take to remedy Leasehold Work exceed the sameImprovement Allowance, provided that Tenant shall not take any action that may prejudice Landlord's ability to assert its warranty rights (if any) without Landlord's prior written consentsolely be responsible for the additional cost. Without limiting the foregoing, Tenant reserves the right to install its own security system on the Project Site and Landlord, notwithstanding any other provision of this Lease to the contrary, understands and agrees that Tenant shall have the right to limit or restrict Landlord's access to the Project Site for reasonable safety and security purposes, but subject to Landlord's rights under Section 14.1 below and as provided for in the ESA and the Development Agreement. Subject to the rights of Tenant under Sections 11.1 and 11.2 hereof, and except as permitted by the Development Agreement and the ESA, all of Tenant's Work The Improvement Allowance shall be completed lien-free used to pay for the portion of the Tenant’s Work described on Exhibit E attached hereto and in accordance with all Applicable Law. At Landlord's election, all Tenant's Work shall to be coordinated with Landlord's construction manager performed by Tenant (who shall not unreasonably interfere with the rendition of Tenant's “Leasehold Work”).

Tenant’s Work. For purposes Landlord shall improve, renovate and refurbish the Demised Premises for Tenant’s continued use and occupancy pursuant to the provisions of this Article 5Exhibit C, and the term "Plans (as defined in 4(b) hereof). All work shown on the Plans shall include, but not be limited to, interior partitions, doors, hardware, wall and floor coverings, lighting, electric power wiring, sprinklers and fire safety equipment, and shall be “Tenant's ’s Work" ” and shall mean be undertaken and refer to the construction and installation of all aspects of the Project paid for as set forth in detail this Exhibit C; provided, however, that if the base building structure, the base building systems, the common areas and/or the Full-Floor Common Areas do not comply with the Americans with Disabilities Act or any other Law (whether or not the same constitutes an instance of permitted nonconformance) and any changes to the foregoing are required in order to obtain any permit, approval, inspection or other item required for the Development Agreementlawful performance of Tenant’s Work and occupancy of the Demised Premises, including then such changes shall be performed at Landlord’s expense and without deducting the Improvementscosts thereof from the Workletter Allowance. The cost of the Base Building Work shall not be chargeable against the Workletter Allowance. Landlord at its own cost and expense shall provide space planning services to Tenant to facilitate preparation of the Plans. Landlord shall solicit bids for the trades for Tenant’s Work from not less than three (3) qualified contractors per trade. Tenant may select up to three (3) qualified contractors per trade to bid on Tenant’s Work, subject to Landlord’s reasonable approval of the same. Landlord and Tenant shall jointly, reasonably and expeditiously choose the trade contractors for Tenant’s Work based on their reasonable evaluation of the bid price, the contractor’s reliability and reputation for quality workmanship, size of jobs performed and timeliness of performance, the contractor’s past job performance with them, and all other equipment, fixtures, pipes, wiring, mechanical systems and other property and systems necessary to the operation ability of the Projectbidding contractor to satisfy licensing and insurance requirements for the job. All of The trade contract for Tenant's work ’s Work shall be done in subject to Tenant’s reasonable approval and, at Tenant’s request, shall be a guaranteed maximum price contract. Landlord or one of Landlord’s affiliates shall act as construction manager for the manner required by the Development Agreement job and shall be completely lien-free (except as provided in Sections 11.1 and 11.2 hereof, and except as otherwise permitted by the Development Agreement and the ESA). Tenant shall use commercially reasonable efforts entitled to obtain warranties for Tenant's Work from its contractors and to enforce such warranties so that defects in Tenant's Work are corrected. If any warranties are not assignable to Landlord, Tenant shall nevertheless use reasonable diligence to keep such warranties in effect and to enforce the same. Tenant further agrees that if it determines that any portion receive a construction management fee comprised of the Tenant's Work contains a material defect, it shall promptly notify Landlord of such defect Overhead and of the action which Tenant proposes to take or requires its contractors to take to remedy the same, provided that Tenant shall not take any action that may prejudice Landlord's ability to assert its warranty rights (if any) without Landlord's prior written consent. Without limiting the foregoing, Tenant reserves the right to install its own security system on the Project Site and Landlord, notwithstanding any other provision of this Lease to the contrary, understands and agrees that Tenant shall have the right to limit or restrict Landlord's access to the Project Site for reasonable safety and security purposes, but subject to Landlord's rights under Section 14.1 below and Profit as provided for set forth in the ESA and the Development Agreement. Subject to the rights of Tenant under Sections 11.1 and 11.2 hereof, and except as permitted by the Development Agreement and the ESA, all of Tenant's Work shall be completed lien-free and in accordance with all Applicable Law. At Landlord's election, all Tenant's Work shall be coordinated with Landlord's construction manager (who shall not unreasonably interfere with the rendition of Tenant's Work)following paragraph 3.

Tenant’s Work. For purposes (a) Tenant shall complete all work to prepare the Premises for Tenant’s use and occupancy, at Tenant’s sole cost, in accordance with the plans and specifications approved by Landlord (“Tenant’s Work”), which shall specifically include, but not be limited to, slab work and the installation of this Article 5a sprinkler system with the riser room located within the Premises, the term "rooftop mechanical equipment for Tenant's Work" shall mean ’s freezer, rooftop HVAC system and refer rooftop satellite dishes, if any, subject to the construction and installation of all aspects Satellite Dish or Antenna requirements in Paragraph 52 below. Tenant shall have access to the rooftop of the Project as set forth in detail in Premises without being charged a rooftop access fee by Landlord. Tenant shall equip the Development Agreement, including the Improvements, and Premises with all other equipmentfurniture, fixtures, pipes, wiring, mechanical systems and other property and systems equipment necessary to for the operation of Tenant’s business. Within 20 days from and including the ProjectEffective Date, Tenant shall submit to Landlord for approval, complete construction plans and specifications, prepared by licensed architects and engineers previously approved in writing by Landlord, describing ▇▇▇▇▇▇’s Work in CAD file format. All of Tenant's work Tenant shall be done not commence any construction in the manner required by Premises until Landlord has approved Tenant’s plans such approval not to be unreasonably withheld, conditioned or delayed. Within five business days from and including the Development Agreement and shall be completely lien-free (except as provided in Sections 11.1 and 11.2 hereofdate Landlord approves Tenant’s plans, and except as otherwise permitted by the Development Agreement and the ESA). Tenant shall use commercially reasonable efforts to obtain warranties apply for all permits, approvals, and licenses necessary for Tenant to perform Tenant's ’s Work from its contractors and operate Tenant’s Permitted Use in the Premises (the “Permits”). Tenant thereafter shall pursue approval of the Permits with all continuity, diligence, and dispatch. Tenant shall provide Landlord with copies of all permit applications and other government filings contemporaneous with submitting the same to enforce such warranties so that defects the applicable governmental authority. Landlord shall provide full reasonable cooperation to Tenant with applicable authorities in connection with obtaining and renewing any permits, and any reporting requirements for the operation of Tenant's Work are corrected’s business. If any warranties the Permits are not assignable issued by the 150th day from and including the Effective Date of this Lease, then Landlord may, upon notice to LandlordTenant, elect either to (i) terminate this Lease at any time thereafter; or (ii) pursue any such open permit on ▇▇▇▇▇▇’s behalf at Tenant’s cost for a period of sixty (60) days; and Tenant shall cooperate with Landlord in such efforts; provided, however, in the event Landlord is unable to obtain the Permits during such 60 day period, Tenant may terminate this Lease, after expiration of the 60 day period. Once the Permits are available to be picked-up, Tenant promptly shall pick-up such Permits, retain a contractor, commence and complete Tenant’s Work, obtain a certificate of occupancy, and open for business. Upon receipt of Tenant’s permits, Tenant shall nevertheless use reasonable diligence to keep such warranties retain a contractor, commence and complete Tenant’s Work, obtain a certificate of occupancy, and open for business as set forth in effect and to enforce this Lease. For Construction Allowance, See, Rider Section 47. (b) The following shall apply whenever ▇▇▇▇▇▇ is performing work in/at the same. Tenant further agrees that if it determines that any portion of the Tenant's Work contains a material defectPremises, it shall promptly notify Landlord of such defect and of the action which Tenant proposes to take or requires its contractors to take to remedy the same, provided that including ▇▇▇▇▇▇’s Work: Tenant shall not take perform any action that may prejudice Landlord's ability to assert its warranty rights (if any) other work in or outside the Premises during the Term without Landlord's prior written consent’s consent such consent not to be unreasonably withheld, conditioned or delayed. Without limiting All work shall be performed in a good and workmanlike manner and in compliance with applicable laws, building codes, and safety standards/regulations. Tenant shall pursue completion of such work with all continuity, diligence, and dispatch. Landlord shall have the right to enter the Premises at reasonable times to inspect Tenant’s work. ▇▇▇▇▇▇▇▇’s approval of any plans and consent to perform the work described therein shall not constitute an agreement that such plans or work conform to applicable legal requirements. Tenant shall not install any equipment that will exceed the capacity of any utility. Tenant may retain only licensed and insured contractors approved by Landlord who shall comply with Landlord’s Contractor’s Rules and Regulations; provided however, Tenant’s critical vendors are attached hereto as Exhibit D and are hereby approved by Landlord. Within 60 days of completing Tenant’s Work, Tenant shall send Landlord a (1) copy of Tenant’s certificate of occupancy (temporary, if applicable) and (2) set of as-built drawings of the Premises in CAD file format. Tenant promptly shall procure the cancellation or discharge of all notices of violation arising from Tenant’s work. Tenant promptly shall pay all contractors and materialmen for Tenant’s work; and procure, at ▇▇▇▇▇▇’s expense, the satisfaction or discharge of record of all liens and encumbrances within 30 days after ▇▇▇▇▇▇’s receipt of notice of the filing thereof. In the event Tenant fails to respond to Landlord within 5 business days, Landlord may, at its option, bond, or pay-off the lien or claim amount without inquiring into the validity thereof; and Tenant shall reimburse Landlord for Landlord’s expenses incurred to discharge said lien (including reasonable attorney’s fees) and an administrative charge of [*****]. Landlord may post at the Premises notices of non-responsibility, or such other notices that under applicable law will preclude the filing of a mechanic’s lien. Tenant will indemnify Landlord and save Landlord harmless from and against all claims, actions, suits at law or equity, judgments, expenses, damages, costs, liabilities, fines, and debts in connection, arising from or in any way related to: any injury, loss, or damage arising from any of Tenant’s work, including any labor strife (including legal fees and/or private security expenses) and any mechanic’s and other liens and encumbrances filed in connection with ▇▇▇▇▇▇’s work (including Landlord’s reasonable legal fees). (c) With respect to ▇▇▇▇▇▇’s Work and any future work performed by ▇▇▇▇▇▇ during the Term, Tenant shall comply with the rules and regulations of the Texas Architectural Barriers Department of the Texas Department of License and Regulation (“TDLR”) regarding compliance with the Americans With Disabilities Act of 1990, as amended and modified. Tenant’s obligations hereunder shall extend to the Premises and any work in the Common Areas triggered by such Tenant work. In the event that the cost to perform such Tenant work exceeds [*****], then within thirty (30) days of completing of such Tenant’s work, Tenant shall obtain an inspection report of the Premises and the Common Areas within the immediate vicinity thereof from a certified accessibility specialist to confirm Tenant’s compliance herewith (the “TDLR Report”). Tenant shall use the Shopping Center’s designated certified accessibility specialist [*****] (the “Center CAS”) to conduct the TDLR inspection. In the event that Tenant does not use Center CAS, Tenant shall be liable for all costs and expenses to render the Premises, Common Areas, and any other parts of the Shopping Center in compliance with TDLR Report, including the costs incurred to obtain a TDLR compliance certificate. Tenant shall provide Landlord with a copy of the TDLR Report promptly upon ▇▇▇▇▇▇’s receipt. Within sixty (60) days from the date of the TDLR Report, Tenant will correct any non-compliance issues identified in the TDLR Report in the Premises in the manner required by the TDLR Report. Landlord will correct any non-compliance issues in the Common Area identified in the TDLR Report in the manner required by the TDLR Report and Tenant shall reimburse Landlord for the reasonable out-of-pocket costs incurred in connection therewith plus a [*****] construction management fee. (d) Notwithstanding the foregoing, Tenant reserves the right to install its own security system on the Project Site and Landlord, notwithstanding any other provision of this Lease to the contrary, understands and agrees that Tenant shall have the right to limit or restrict make, without Landlord's access ’s consent, non-structural Alterations to the Project Site Premises which do not exceed in cost [*****] in the aggregate during each Lease Year or alterations that are of a cosmetic nature such as painting, wallpapering and carpeting, or involves redecorating the interior of the Premises; is not visible from outside the Premises; will not affect the systems or structure of the Premises, including work to be performed inside the walls or above the ceiling of the Premises. In addition, in the event the FDA, MHRA, or any other regulatory or governmental agency requires any alterations to the interior of the Premises for reasonable safety and security purposesthe continued operations of Tenant’s business, then Tenant shall be permitted to make such alterations to the interior of the Premises with prior notice to, but subject to without consent of, Landlord's rights under Section 14.1 below and as provided for in the ESA and the Development Agreement. Subject to the rights of Tenant under Sections 11.1 and 11.2 hereof, and except as permitted by the Development Agreement and the ESA, all of Tenant's Work shall be completed lien-free and in accordance with all Applicable Law. At Landlord's election, all Tenant's Work shall be coordinated with Landlord's construction manager (who shall not unreasonably interfere with the rendition of Tenant's Work).

Tenant’s Work. For purposes Tenant shall be responsible for any and all construction, design and specifications of this Article 5the interior of the Premises deemed necessary by Tenant for its initial occupancy and operations (the “Initial Tenant Work”) including without limitation interior wall finish, finished ceilings, finish flooring, interior utilities design, including, gas, water, sewer, telephone and electricity, mechanical, plumbing and electrical systems, including HVAC, the term "Tenant's Work" shall mean interfaces between interior utility lines and refer the lines brought to the construction and installation of all aspects wall and/or floor of the Project as set forth Premises, interior decor and signage, railings, banisters, Tenant’s trade fixtures, and the interface between the Building’s mechanical and utilities systems and Tenant’s trade fixtures, subject to approval in detail in the Development Agreementaccord with Section 4.5. Tenant shall also be responsible to perform and pay for designing, planning, acquiring and installing Tenant’s trade fixtures and equipment, including the Improvementswithout limitation, Tenant’s exterior signs, cabinetry, phone system, and intercom system. Tenant shall not overload the electrical wiring serving the Premises and will install, at its expense, with Landlord’s written approval, any additional electrical wiring required in connection with Tenant’s apparatus. Where required under any provision in this Lease, except as otherwise expressly set forth, Landlord’s consent or written approval shall not be unreasonably withheld. Landlord shall be under no obligation to make any repairs, replacements, reconstruction, alterations, or improvements to or upon the Premises or the mechanical equipment exclusively serving the Premises except as expressly provided for herein. For such work as Tenant may perform from time to time, including both the Initial Tenant Work and any future Tenant Improvements (as defined below), Tenant agrees to obtain its own policy of builder’s risk insurance and, if applicable, general liability insurance for any such work and workers compensation insurance for any persons who perform Tenant’s work. Tenant shall bear and pay the expenses incurred in performing all other equipment, fixtures, pipes, wiring, mechanical systems and other property and systems necessary to the operation of the Project. All of Tenant's ’s work and all fees, charges and costs of permits and licenses relating to Tenant’s work. Tenant shall be done bear the fees and costs of Tenant’s architect in the manner required by the Development Agreement and shall be completely lien-free (developing Tenant’s work and, except as provided in Sections 11.1 and 11.2 hereofbelow, and except as otherwise permitted by the Development Agreement and the ESA). Tenant shall use commercially reasonable efforts to obtain warranties for Tenant's Work from its contractors and to enforce such warranties so that defects in Tenant's Work are corrected. If any warranties are not assignable to Landlord, Tenant shall nevertheless use reasonable diligence to keep such warranties in effect and to enforce the same. Tenant further agrees that if it determines that any portion of the Tenant's Work contains a material defect, it shall promptly notify Landlord of such defect and of the action which Tenant proposes to take or requires its contractors to take to remedy the same, provided that Tenant shall not take be reimbursed from Landlord. Landlord shall not be required to perform any action that may prejudice Landlord's ability to assert its warranty rights (if any) without Landlord's prior written consent. Without limiting work or incur any costs in connection with the foregoing, Tenant reserves the right to install its own security system on the Project Site and Landlord, notwithstanding construction or demolition of any other provision of this Lease to the contrary, understands and agrees that Tenant shall have the right to limit or restrict Landlord's access to the Project Site for reasonable safety and security purposes, but subject to Landlord's rights under Section 14.1 below and as provided for improvements in the ESA and the Development Agreement. Subject to the rights of Tenant under Sections 11.1 and 11.2 hereof, and except as permitted by the Development Agreement and the ESA, all of Tenant's Work shall be completed lien-free and in accordance with all Applicable Law. At Landlord's election, all Tenant's Work shall be coordinated with Landlord's construction manager (who shall not unreasonably interfere with the rendition of Tenant's Work)Premises.

Tenant’s Work. For purposes Section 5.1 Except as may be expressly provided in this lease, Tenant shall not make any changes to the Premises, the Building, the Building systems, or any part thereof (collectively, “Tenant’s Work”), without ▇▇▇▇▇▇▇▇’s consent. Landlord’s consent shall not be unreasonably withheld or delayed provided that Tenant’s Work (a) does not (i) affect any part of the Building outside the Premises, (ii) adversely affect any structural element of the Building (iii) adversely affect any Building system or (iv) require an amendment of the certificate of occupancy for the Premises or the Building, and (b) is performed only by contractors or subcontractors approved by Landlord (which shall not be unreasonably withheld or delayed, except that any Tenant’s Work which affects any Building system shall be performed by a contractor or subcontractor designated by Landlord or then on Landlord’s list, if any, of approved contractors and subcontractors for that work). Tenant’s Work shall be performed, at Tenant’s expense, in a professional manner using new materials of first class quality and in compliance with this lease, all Laws and Tenant’s Plans (as defined in Section 5.2). If Tenant’s Work consists solely of the installation of Tenant’s Property in the Premises, a change affecting only Tenant’s Property in the Premises or the painting, carpeting or decorating of the Premises, Landlord’s consent shall not be required, provided (i) Tenant gives Landlord 10 days prior notice of such Tenant’s Work (with reasonable details of the work to be performed), (ii) all of the other applicable provisions of this Article 5lease shall apply and (iii) such Tenant’s Work does not violate clauses (a) or (b) of this Section. Section 5.2 Prior to performing any Tenant’s Work which, pursuant to this Article, requires Landlord’s consent, Tenant shall, at Tenant’s expense (a) deliver to Landlord, detailed plans and specifications for Tenant’s Work in form reasonably satisfactory to Landlord prepared and certified by a registered architect or licensed engineer, and suitable for filing with the term "applicable Authority, if filing is required by Law (“Tenant's Work" ’s Plans”), (b) obtain Landlord’s approval of Tenant’s Plans (which shall mean and refer not be unreasonably withheld or delayed to the construction extent Landlord’s consent to Tenant’s Work shown on Tenant’s Plans is not to be unreasonably withheld or delayed pursuant to this Article), (c) obtain (and installation deliver to Landlord copies of) all required authorizations of any Authority, (d) deliver to Landlord certificates (in form reasonably acceptable to Landlord) of worker’s compensation insurance (covering all aspects of the Project as set forth in detail in the Development Agreement, including the Improvementspersons to be employed by ▇▇▇▇▇▇, and all other equipmentcontractors and subcontractors performing any Tenant’s Work), fixturescommercial general liability insurance (naming Landlord, pipesLandlord’s managing agent, wiringif any, mechanical systems any Superior Landlord and other property any Mortgagee as additional insureds) and systems necessary Builder’s risk insurance (issued on a completed value basis), in form, with companies, for periods and in amounts reasonably required by Landlord, naming Landlord, ▇▇▇▇▇▇▇▇’s managing agent, if any, any Superior Landlord and any Mortgagee as additional insureds, and (e) with respect to any Tenant’s Work costing more than $50,000, deliver to Landlord security in an amount equal to the operation total cost of the Project. All of such ▇▇▇▇▇▇’s Work and reasonably acceptable to Landlord securing ▇▇▇▇▇▇’s obligation to complete and pay for such Tenant's work shall be done in the manner required by the Development Agreement and shall be completely lien-free (except as provided in Sections 11.1 and 11.2 hereof, and except as otherwise permitted by the Development Agreement and the ESA)’s Work. Tenant shall use commercially promptly reimburse Landlord for any reasonable efforts out-of-pocket expenses incurred by Landlord in connection with Landlord’s review of Tenant’s Plans and inspection of Tenant’s Work, including outside experts retained by Landlord for that purpose. Following the completion of Tenant’s Work, Tenant shall, at Tenant’s expense, obtain and deliver to obtain warranties Landlord copies of all authorizations of any Authority required upon the completion of Tenant’s Work and “as-built” plans and specifications for ▇▇▇▇▇▇’s Work prepared as reasonably required by Landlord. Section 5.3 If, in connection with ▇▇▇▇▇▇’s Work or any other act or omission of Tenant or Tenant's Work from its contractors and to enforce such warranties so that defects in Tenant's Work are corrected. If any warranties are not assignable to ’s employees, agents or contractors, a mechanic’s lien, financing statement or other lien or violation is filed against Landlord, Tenant shall nevertheless use reasonable diligence to keep such warranties in effect and to enforce the same. Tenant further agrees that if it determines that or any portion part of the Premises, the Building or Tenant's Work contains a material defect’s Work, Tenant shall, at Tenant’s expense, have it shall promptly notify Landlord of such defect and removed by bonding or otherwise within 30 days after Tenant receives notice of the action which Tenant proposes to take or requires its contractors to take to remedy the same, provided that filing. Section 5.4 Tenant shall not take employ, or permit the employment of, any action that may prejudice contractor, subcontractor or other worker in the Premises, whether in connection with Tenant’s Work or otherwise, if such employment shall, in Landlord's ability ’s reasonable judgment, interfere or cause conflict with other contractors, subcontractors or workers in the Building. Section 5.5 At Tenant’s request, Landlord shall join in any applications for any authorizations required from any Authority in connection with Tenant’s Work (to assert its warranty rights (which Landlord has consented, if any) without Landlord's prior written consent. Without limiting required pursuant to this Article), and otherwise cooperate with Tenant in connection with Tenant’s Work, but Landlord shall not be obligated to incur any expense or obligation in connection with any such applications or cooperation. Section 5.6 Tenant shall not place a load on any floor of the foregoingPremises exceeding the floor load per square foot which the floor was designed to carry and which is allowed by any Law. Section 5.7 On or before the Expiration Date, Tenant reserves shall, at Tenant’s expense, remove from the right Premises and the Building (a) Tenant’s trade fixtures, equipment and personal property which are removable without material damage to install its own security system the Premises or the Building (“Tenant’s Property”), and (b) any Tenant’s Work which is not an ordinary nonstructural office installation and which Landlord designates for removal in a notice given by Landlord to Tenant on or before the date which is 90 days prior to the Fixed Expiration Date (or five days prior to the Earlier Expiration Date, if applicable), and repair any damage to the Premises or the Building caused by the installation or removal of Tenant’s Property or Tenant’s Work. If, at the time Tenant requests ▇▇▇▇▇▇▇▇’s consent to Tenant’s Plans, Tenant requests Landlord to designate the portions of Tenant’s Work which must be removed pursuant to this Section, Landlord shall make that designation on the Project Site date Landlord gives ▇▇▇▇▇▇▇▇’s consent to ▇▇▇▇▇▇’s Plans. Except as expressly provided in this Section, Tenant’s Work shall not be removed and shall, on the Expiration Date, become the property of Landlord, notwithstanding any other provision of this Lease . Any Tenant’s Property or Tenant’s Work (which Tenant was required to the contrary, understands and agrees that remove) which is not removed by Tenant shall have the right to limit or restrict Landlord's access to the Project Site for reasonable safety and security purposes, but subject to Landlord's rights under Section 14.1 below and as provided for in the ESA and the Development Agreement. Subject to the rights of Tenant under Sections 11.1 and 11.2 hereof, and except as permitted by the Development Agreement and the ESA, all of Tenant's Work Expiration Date shall be completed lien-free deemed abandoned and in accordance with all Applicable Law. At may, at Landlord's election’s option, all be retained as ▇▇▇▇▇▇▇▇’s property or disposed of by Landlord at Tenant's Work shall be coordinated with Landlord's construction manager (who shall not unreasonably interfere with the rendition of Tenant's Work)’s expense.

Tenant’s Work. For purposes Subject to the provisions of this Article, Article 53, all other provisions of this lease, and the term rules and regulations of the building now or hereafter in effect, Owner's consent to the performance by Tenant of work ("Tenant's Work" shall mean and refer ") consisting of nonstructural alterations to the construction demised premises in accordance with Tenant's Plans (as defined below) shall not be unreasonably withheld or delayed, provided that (i) Tenant is not then in default under this lease following any required notice and installation the expiration of any applicable cure period, (ii) Tenant's Work is not structural (except that Tenant shall have the right, subject to and in accordance with all aspects of the Project as set forth in detail in provisions of this lease, including, without limitation, the Development Agreementobligation to remove same if requested by Owner, including to install internal stairs between the Improvementscontiguous full floors constituting the demised premises), and all other equipment, fixtures, pipes, wiring, mechanical systems and other property and systems necessary to (iii) the operation outside appearance of the Project. All of building shall not be affected, (iv) Tenant's work Work shall be done in not affect any structural part of the manner required by the Development Agreement and shall be completely lien-free building (except as provided in Sections 11.1 clause (ii) of this paragraph (a)), (v) no part of the building outside of the demised premises shall be affected, (vi) the mechanical, electrical, plumbing and 11.2 hereofother service and utility systems of the building shall not be materially and adversely affected, and (vii) Tenant's Work shall comply with the applicable provisions of this lease and law. Notwithstanding the foregoing, Owner's consent shall not be required for decorative work within the demised premises such as painting, carpeting and wall covering, provided that the foregoing provisions of clauses (i) through (vii) of this paragraph are satisfied, prior notice of the work in reasonable detail is provided to Owner, and the work shall not require the filing of plans. Any Tenant's Work which is required to be performed by Tenant pursuant to any provision of this lease which is structural or which affects any mechanical, electrical, plumbing or other service or utility system of the building shall be performed in accordance with this Article and all other applicable provisions of this lease, or may, at Owner's option, be performed by Owner at Tenant's expense (in which event, Tenant shall pay Owner in installments, in advances, as the work progresses). (a) Prior to the commencement of any Tenant's Work requiring Owner's consent, Tenant shall submit to Owner for its approval five sets of complete plans, drawings and specifications, suitable for filing if filing is required ("Tenant's Plans"), including, without limitation, all mechanical, electrical, air conditioning and other utility systems and facilities, for Tenant's Work, prepared by an architect and/or engineer duly licensed in the State of New York. Within 10 days following Owner's receipt of Tenant's Plans, Owner shall review or cause the same to be reviewed and shall thereupon return to Tenant four sets of Tenant's Plans with Owner's approval (which shall not be unreasonably withheld or delayed) or disapproval noted thereon, and if same shall be disapproved in any respect Owner shall state in reasonable detail the reasons for such disapproval. If Owner shall not approve Tenant's Plans, Tenant shall, within 10 days of receipt thereof, cause its architect or engineer to make such changes to Tenant's Plans as Owner shall require and shall thereupon resubmit the same to Owner for its approval. To the extent required pursuant to any mortgage affecting the building, Tenant's Plans shall also be subject to the prior approval of the holder of such mortgage. Following the approval of Tenant's Plans, the same shall be final and shall not be materially changed by Tenant without the prior approval of Owner, which shall not unreasonably be withheld or delayed (and such mortgagee, if required), except as otherwise permitted may be required by the Development Agreement and the ESA)law. Tenant shall use commercially reasonable efforts give prior notice to obtain warranties Owner of any changes required by law and shall furnish Owner (and such mortgagee, if required) with copies of all such required changes in Tenant's Plans. Owner's approval of Tenant's Plans or of any revisions shall not constitute an opinion or agreement by Owner that the same are structurally sufficient or the Tenant's Plans are in compliance with law, nor shall such approval impose any present or future liability on Owner or waive any of Owner's rights under this lease. Owner's approval of Tenant's Plans shall be conditioned upon Tenant employing licensed persons and firms and labor for the performance of Tenant's Work so as not to cause any jurisdictional or other labor disputes in the building. In any event, all contractors Tenant proposes to employ shall be subject to Owner's prior approval, which will not be unreasonably withheld or delayed. Such approval shall be requested by Tenant prior to the commencement of any Tenant's Work. (b) Promptly following Owner's approval of Tenant's Plans (if such approval is required pursuant to this Article), Tenant shall secure or cause to be secured, at Tenant's expense, all necessary approvals of Tenant's Plans from all governmental authorities having jurisdiction and all permits and licenses necessary to perform Tenant's Work. Prior to the commencement of any Tenant's Work, Tenant shall furnish Owner with (i) copies of Tenant's Plans as approved by such governmental authorities and copies of such permits and licenses, and (ii) if required by a mortgagee of the building, security reasonably acceptable to said mortgagee to secure the performance by Tenant of all of its obligations relating to the performance of and payment for Tenant's Work from Work. (c) Following compliance by Tenant with its contractors and obligations under the foregoing provisions of this Article, Tenant shall promptly commence or cause to enforce such warranties so that defects in be commenced Tenant's Work are corrected. If any warranties are not assignable and shall complete or cause the same to Landlordbe completed with reasonable diligence, Tenant shall nevertheless use reasonable diligence to keep such warranties in effect a first-class, workmanlike manner in accordance with the approved Tenant's Plans, all licenses and to enforce the same. Tenant further agrees that if it determines that any portion permits, this lease, all applicable laws, ordinances and regulations of all governmental and insurance authorities and all applicable requirements of the Tenant's Work contains a material defect, it shall promptly notify Landlord Board of such defect and of the action which Tenant proposes to take or requires its contractors to take to remedy the same, provided that Tenant shall not take any action that may prejudice Landlord's ability to assert its warranty rights (if any) without Landlord's prior written consentFire Underwriters. Without limiting the foregoing, Tenant reserves the right to install its own security system on the Project Site and Landlord, notwithstanding any other provision of this Lease to the contrary, understands and agrees that Tenant shall have the right to limit or restrict Landlord's access to the Project Site for reasonable safety and security purposes, but subject to Landlord's rights under Section 14.1 below and as provided for in the ESA and the Development Agreement. Subject to the rights of Tenant under Sections 11.1 and 11.2 hereof, and except as permitted by the Development Agreement and the ESA, all All of Tenant's Work shall be completed lien-free and performed in accordance with all Applicable Lawa manner so as to minimize inconvenience or disturbance to other tenants or contractors in the building. At Landlord's electionAny heavy demolition work, all core drilling or other slab penetrations to be performed by Tenant as part of Tenant's Work shall be coordinated performed on business days before 8:00 A.M. or after 6:00 P.M. Tenant shall cause all construction work to be performed in a reasonable manner and shall comply with LandlordOwner's construction manager work regulations for the building (who including, without limitation, the payment of charges for services and the review of Tenant's Plans). (d) Tenant shall pay its contractors, laborers, subcontractors, materialmen and suppliers in accordance with their respective agreements with Tenant, shall not unreasonably interfere with cause or suffer any liens, mortgages, chattel liens, or other title retention or security agreements to be placed on the rendition demised premises, any leasehold improvements therein or the building. Nothing contained in this Article or elsewhere in this lease shall be construed in any way as constituting any consent or authorization to Tenant to subject the land or the building or any part of the land or the building or any leasehold improvements or other personal property of Owner or the interest or estate of Owner or of the lessor under any underlying lease to any lien or charge in respect of Tenant's Work). All contracts or agreements made by Tenant with any third party for the furnishing of any labor or materials in connection with Tenant's Work (or any other work or alterations by Tenant) shall expressly provide that the contractor or materialman shall look solely to Tenant for the payment of any labor or materials furnished to the demised premises pursuant to such contract or agreement and that neither Owner nor the lessor under any underlying lease shall have any responsibility or liability for the payment thereof. (e) Promptly following the completion of Tenant's Work, Tenant shall (i) obtain and submit to Owner copies of all final governmental and fire underwriters' approvals or certificates evidencing the completion thereof in compliance with all governmental and fire underwriters' requirements, and (ii) deliver to Owner the general contractor's affidavit to the effect that (x) all work and materials have been completed and/or installed in accordance with Tenant's Plans, or such changes thereto which Owner may have previously approved, and (y) all laborers, materialmen and subcontractors employed by the general contractor have been paid in full, which affidavit shall be accompanied by lien releases from all such parties performing work costing $25,000 or more and/or such other data reasonably establishing payment or satisfaction of all other obligations in respect of Tenant's Work. (f) Nothing contained in this Article shall limit the provisions of Article 3 or any other provisions of this lease, except as specifically set forth in this Article. The provisions of this Article are in addition to the provisions contained in Article 3 and elsewhere in this lease. (g) Notwithstanding the provisions of Article 3, Tenant shall not be required to remove from the demised premises (i) normal office installations, other than bathrooms, kitchens, raised flooring, stairs and other installations the removal of which involves a material cost, (ii) any installations in the demised premises existing on the date of this lease or (iii) any installation which Owner, in Owner's written consent to any Tenant's Work, expressly agrees need not be removed, in response to Tenant's specific written request.

Tenant’s Work. For purposes of this Article 5Section 5.1 Tenant will not make any changes to the Premises, the term "Building, the Building systems, or any part thereof (collectively, “Tenant's ’s Work" shall mean ”), without Landlord’s consent. Tenant’s Work will be performed, at Tenant’s expense, in a professional manner using new materials of first class quality as reasonably determined by Landlord and refer in compliance with this lease, all Laws and Tenant’s Plans (as defined in Section 5.2). Section 5.2 Prior to performing any Tenant’s Work which, pursuant to this Article, requires Landlord’s consent, Tenant will, at Tenant’s expense (a) deliver to Landlord, detailed plans and specifications for Tenant’s Work in form reasonably satisfactory to Landlord prepared and certified by a registered architect or licensed engineer, and suitable for filing with the applicable Authority, if filing is required by Law (“Tenant’s Plans”), (b) obtain Landlord’s approval of Tenant’s Plans (which will not be unreasonably withheld or delayed to the construction extent Landlord’s consent to Tenant’s Work shown on Tenant’s Plans is not to be unreasonably withheld or delayed pursuant to this Article), (c) obtain (and installation deliver to Landlord copies of) all required authorizations of any Authority, (d) deliver to Landlord certificates (in form reasonably acceptable to Landlord) of worker’s compensation insurance (covering all aspects of the Project as set forth in detail in the Development Agreement, including the Improvementspersons to be employed by Tenant, and all contractors and subcontractors performing any Tenant’s Work), commercial general liability insurance (naming Landlord, Landlord’s managing agent, if any, any Superior Landlord and any Mortgagee as additional insureds) and Builder’s all risk insurance (issued on a completed value basis), in form, with companies, for periods and in amounts reasonably required by Landlord, naming Landlord, Landlord’s managing agent, if any, any Superior Landlord and any Mortgagee as additional insureds. Tenant will promptly reimburse Landlord for any reasonable out-of-pocket expenses incurred by Landlord in connection with Landlord’s review of Tenant’s Plans and inspection of Tenant’s Work, including outside experts retained by Landlord for that purpose. Following the completion of Tenant’s Work, Tenant will, at Tenant’s expense, obtain and deliver to Landlord copies of all authorizations of any Authority required upon the completion of Tenant’s Work and “as-built” plans and specifications for Tenant’s Work prepared as reasonably required by Landlord. Section 5.3 If, in connection with Tenant’s Work or any other equipmentact or omission of Tenant or Tenant’s employees, agents or contractors, a mechanic’s lien, financing statement or other lien or violation is filed against Landlord, or any part of the Premises, the Building or Tenant’s Work, Tenant will, at Tenant’s expense, have it removed by bonding or otherwise within 30 days after Tenant receives notice of the filing. Section 5.4 Tenant will not employ, or permit the employment of, any contractor, subcontractor or other worker for purposes of conducting physical work in the Premises, whether in connection with Tenant’s Work or otherwise, if such employment will, in Landlord’s reasonable judgment, interfere or cause conflict with other contractors, subcontractors or workers in the Building. Section 5.5 At Tenant’s request, Landlord will join in any applications for any authorizations required from any Authority in connection with Tenant’s Work (to which Landlord has consented, if required pursuant to this Article), and otherwise cooperate with Tenant in connection with Tenant’s Work, but Landlord will not be obligated to incur any expense or obligation in connection with any such applications or cooperation. Section 5.6 Tenant will not place a load on any floor of the Premises exceeding the floor load per square foot which the floor was designed to carry and which is allowed by any Law. Section 5.7 On or before the Expiration Date, Tenant will, at Tenant’s expense, remove from the Premises and the Building (a) Tenant’s trade fixtures, pipes, wiring, mechanical systems equipment and other personal property and systems necessary which are removable without material damage to the operation of Premises or the Project. All Building (“Tenant’s Property”), and (b) any Tenant’s Work which is not an ordinary nonstructural office installation and which Landlord designates for removal in a notice given by Landlord to Tenant on or before the date which is 90 days prior to the Fixed Expiration Date (or five days prior to the Earlier Expiration Date, if applicable), and repair any damage to the Premises or the Building caused by the installation or removal of Tenant's work shall ’s Property or Tenant’s Work. If, at the time Tenant requests Landlord’s consent to Tenant’s Plans, Tenant requests Landlord to designate the portions of Tenant’s Work which must be done removed pursuant to this Section, Landlord will make that designation on the date Landlord gives Landlord’s consent to Tenant’s Plans. Except as expressly provided in this Section, Tenant’s Work will not be removed and will, on the manner Expiration Date, become the property of Landlord. Any Tenant’s Property or Tenant’s Work (which Tenant was required to remove) which is not removed by Tenant by the Development Agreement Expiration Date will be deemed abandoned and shall may, at Landlord’s option, be completely lien-free (except retained as provided in Sections 11.1 and 11.2 hereof, and except as otherwise permitted Landlord’s property or disposed of by the Development Agreement and the ESA). Tenant shall use commercially reasonable efforts to obtain warranties for Landlord at Tenant's Work from its contractors and to enforce such warranties so that defects in Tenant's Work are corrected. If any warranties are not assignable to Landlord, Tenant shall nevertheless use reasonable diligence to keep such warranties in effect and to enforce the same. Tenant further agrees that if it determines that any portion of the Tenant's Work contains a material defect, it shall promptly notify Landlord of such defect and of the action which Tenant proposes to take or requires its contractors to take to remedy the same, provided that Tenant shall not take any action that may prejudice Landlord's ability to assert its warranty rights (if any) without Landlord's prior written consent. Without limiting the foregoing, Tenant reserves the right to install its own security system on the Project Site and Landlord, notwithstanding any other provision of this Lease to the contrary, understands and agrees that Tenant shall have the right to limit or restrict Landlord's access to the Project Site for reasonable safety and security purposes, but subject to Landlord's rights under Section 14.1 below and as provided for in the ESA and the Development Agreement. Subject to the rights of Tenant under Sections 11.1 and 11.2 hereof, and except as permitted by the Development Agreement and the ESA, all of Tenant's Work shall be completed lien-free and in accordance with all Applicable Law. At Landlord's election, all Tenant's Work shall be coordinated with Landlord's construction manager (who shall not unreasonably interfere with the rendition of Tenant's Work)’s expense.

Tenant’s Work. For purposes of this Article 5, (a) Landlord acknowledges and agrees that it is responsible for hiring a general contractor for the term "Tenant's Work" shall mean and refer to the construction and installation of all aspects partitioning, doors, flooring, ceilings, outlets, equipment and other alterations and improvements necessary to prepare the Premises for the Permitted Use (“Tenant’s Work”) and for obtaining all building and other permits necessary for Tenant’s Work in accordance with all plans and specifications relating thereto. (b) ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ will comply with the following provisions in connection with ▇▇▇▇▇▇’s Work: (i) Before any of Tenant’s Work is begun, Tenant shall (A) work with ▇▇▇▇▇▇▇▇’s architect to develop the plans and specifications therefor; and (B) submit for Landlord’s approval such plans and specifications for Tenant’s Work. (ii) Landlord shall pay or cause to be paid all third party hard costs and expenses arising out of or in connection with or by reason of any of Tenant’s Work, as well as the soft costs for Landlord’s engineers and architect, up to an aggregate maximum amount of One Million Eight Hundred Thousand Eighty-Three Dollars ($1,883,002) (“Buildout Allowance”); provided, however, Tenant shall reimburse Landlord for such Buildout Allowance over the Term of the Project as Lease. Payments by Tenant to Landlord for the Building Allowance shall be made monthly in accordance with the rent schedule set forth in detail in the Development Agreement, including the Improvements, and all other equipment, fixtures, pipes, wiring, mechanical systems and other property and systems necessary to the operation of the ProjectSection 1.1.6. All of Tenant's work shall be done in the manner required by the Development Agreement and shall be completely lien-free considered additional rent hereunder. Any amount due and owing for ▇▇▇▇▇▇’s Work in excess of the Buildout Allowance shall be paid by Tenant within thirty (except as provided in Sections 11.1 and 11.2 hereof, and except as otherwise permitted by the Development Agreement and the ESA)30) days of Landlord’s or contractor’s request therefor. Tenant shall use commercially reasonable efforts be entitled to obtain warranties a credit for Tenant's Work from its contractors and to enforce such warranties so that defects in Tenant's Work are corrected. If any warranties are not assignable to Landlord, Tenant shall nevertheless use reasonable diligence to keep such warranties in effect and to enforce the same. Tenant further agrees that if it determines that any portion of the Buildout Allowance not used for Tenant's ’s Work, which credit may be (a) used to pay for, in whole or in part, the construction of a footbridge from the Building to the upper parking lot, the design of which is subject to Landlord’s approval or (b) to reduce the monthly amount payable for Buildout Allowance in Section 1.1.6. (iii) In addition, Landlord shall pay or cause to be paid up to Six Hundred Ninety-Eight Thousand Five Hundred Dollars ($698,500) (“TI Allowance”) for the purchase of furniture, fixtures and equipment (“FFE”) for the Premises or such other expenses or costs as agreed by the parties, including without limitation, any amount due and owing for Tenant’s Work contains a material defect, it shall promptly notify Landlord of such defect and in excess of the action which Buildout Allowance. Tenant proposes shall submit a detailed list of the FFE to take or requires its contractors to take to remedy the same, provided that be ordered by Landlord on ▇▇▇▇▇▇’s behalf. Provided Tenant shall not take be in default under any action that may prejudice Landlord's ability of the terms and conditions in this Lease, the TI Allowance shall be paid by Landlord directly to assert its warranty rights (suppliers of such FFE; provided, however, if any) without Landlord's prior written consentthe cost of the FFE exceeds the TI Allowance, then Tenant shall pay the suppliers directly for such excess amount. Without limiting the foregoingAlternatively, Tenant reserves shall be entitled to a credit for any portion of the right TI Allowance not used to install its own security system on purchase furniture, which credit may be used to pay for, in whole or in part, the Project Site and Landlord, notwithstanding any other provision construction of this Lease a footbridge from the Building to the contraryupper parking lot, understands and agrees that Tenant shall have the right to limit or restrict Landlord's access to the Project Site for reasonable safety and security purposes, but which is subject to Landlord's rights under Section 14.1 below and as provided for in ’s approval. (c) Landlord agrees that at the ESA and the Development Agreement. Subject to the rights of Tenant under Sections 11.1 and 11.2 hereof, and except as permitted by the Development Agreement and the ESA, all request of Tenant's Work , Landlord will either (i) file any appropriate applications or petitions in which Tenant will join or (ii) join in any applications or petitions filed by ▇▇▇▇▇▇, and, in either event, Landlord will cooperate with Tenant and provide reasonable assistance to Tenant, but all at the sole cost and liability of Tenant, as required to obtain all necessary building and similar permits for Tenant’s Work. Tenant shall be completed lien-free solely responsible for the preparation and in accordance with filing and processing of all Applicable Law. At Landlord's electionsuch applications or petitions and, all Tenant's Work Landlord shall be coordinated with Landlord's construction manager (who shall not unreasonably interfere with the rendition have no liability as a result of Tenant's Work)’s failure to obtain any of such approvals or permits.

Tenant’s Work. For purposes of this Article 5Promptly following the Commencement Date, the term "Tenant's Work" Tenant shall mean perform with reasonable dispatch, at ▇▇▇▇▇▇’s sole cost and refer to the construction and installation of all aspects expense (except for reimbursement by Landlord of the Project Allowance as set forth hereinafter provided), all work which is necessary or desirable to prepare the Premises for Tenant’s use and occupancy (the “Tenant’s Work”) in detail accordance with plans and specifications submitted to and approved in advance in writing by Landlord in each instance. Tenant shall be responsible, at its sole cost and expense, for the Development Agreementpreparation of the architectural, including electrical and mechanical construction drawings, plans and specifications (called the Improvements“construction plans”) which are necessary to perform the Tenant’s Work, which construction plans shall be submitted to Landlord for prior approval. If any of such construction plans are disapproved by Landlord, Landlord shall provide Tenant with specific reasons for such disapproval and the foregoing submission process shall be repeated until all construction plans have been approved by Landlord. Landlord’s approval in each instance shall not be unreasonably withheld, conditioned or delayed for any construction plans (i) which would not involve or affect any structural or exterior element of the Building or any portion thereof, (ii) which would not adversely affect the value of the Building or any portion thereof, (iii) which would not adversely affect the proper functioning of the Building systems or other equipmentfacilities, fixturesor (iv) which would not change the character of the exterior or interior architectural design of the Building. During the performance of Tenant’s Work, pipesTenant shall not be obligated to pay Fixed Rent, wiringTaxes or Operating Costs to Landlord unless the Rent Commencement Date has occurred. However, mechanical systems Tenant shall reimburse Landlord for its actual costs incurred in connection with the Tenant’s Work, including, without limitation, trash removal, electrical costs and costs of other utilities during construction (if separate accounts have not been established in Tenant’s name with the local utility companies at such time). All Tenant’s Work shall be performed in a good and workmanlike manner employing materials of good quality and so as to conform with all applicable zoning, building, fire, health and other property codes, regulations, ordinances and systems necessary to the operation of the Project. All of Tenant's work shall be done in the manner required by the Development Agreement laws and shall be completely lien-free (except as provided in Sections 11.1 and 11.2 hereofsubject to the applicable provisions of this Lease, and except as otherwise permitted by the Development Agreement and the ESA)including, without limitation, subsection 6.2.5. Tenant shall use commercially reasonable efforts use, as its project manager Nordblom Development Company (pursuant to obtain warranties for a separate written agreement between Nordblom Development Company and Tenant's Work from its contractors and to enforce such warranties so that defects in Tenant's Work are corrected. If any warranties are not assignable to Landlord, Tenant shall nevertheless use reasonable diligence to keep such warranties in effect and to enforce the same. Tenant further agrees that if it determines that any portion of the Tenant's Work contains a material defect, it shall promptly notify Landlord of such defect and of the action which Tenant proposes to take or requires its contractors to take to remedy the same, provided that Tenant shall not take any action that may prejudice Landlord's ability to assert its warranty rights (if any) without Landlord's prior written consent. Without limiting the foregoing, Tenant reserves the right to install its own security system on the Project Site and Landlord, notwithstanding any other provision of this Lease to the contrary, understands and agrees that Tenant shall have the right to limit or restrict Landlord's access to the Project Site for reasonable safety and security purposes, but subject to Landlord's rights under Section 14.1 below and as provided for in the ESA and the Development Agreement. Subject to the rights of Tenant under Sections 11.1 and 11.2 hereof, and except as permitted by the Development Agreement and the ESA, all of Tenant's Work shall be completed lien-free and in accordance with all Applicable Law. At Landlord's election, all Tenant's Work shall be coordinated with Landlord's construction manager (who shall not unreasonably interfere with the rendition of Tenant's Work).

Tenant’s Work. For purposes of this Article 5(A) Tenant shall be responsible for all work, the term "Tenant's Work" shall mean and refer construction, installations or improvements in or to the construction and Premises which is not designated as Landlord’s Work (including but not limited to the installation of all aspects of the Project as set forth in detail in the Development Agreement, including the Improvements, and all other equipment, fixtures, pipesfurniture, wiring, mechanical systems equipment and other property and systems necessary installations), such work to the operation of the Project. All of be hereinafter referred to as “Tenant's work shall be done in the manner required by the Development Agreement ’s Work,” and shall be completely lien-free (except as provided at Tenant’s sole cost and expense, subject to the Landlord’s making available the Leasehold Improvement Allowance and Additional Leasehold Improvement Allowance. Prior to commencing Tenant’s Work, Tenant shall submit drawings and specifications describing Tenant’s Work, showing all aspects of such work in Sections 11.1 reasonable detail, for Landlord’s review and 11.2 hereofapproval, which shall not be unreasonably withheld, conditioned or delayed, and except as otherwise permitted in accordance with the following: (i) It is understood that the Construction Drawings (hereinafter defined) will not be reviewed and approved by the Development Agreement pertinent governmental authority having jurisdiction prior to submission by Tenant to Landlord, and as such Tenant may be required to modify the Construction Drawings based upon the permit review comments, and any such modifications which do not affect the Base Building or Base Building Systems are hereby approved. Tenant shall promptly advise Landlord of receipt such changes and will provide a copy of such changes to Landlord in a timely fashion after Tenant’s receipt of such changes. With respect to any such changes to the Construction Drawings or other required information which affect the Base Building or Base Building Systems Landlord and Tenant shall cooperate in good faith and as expeditiously as possible to obtain approval of and/or resolve any issues with respect thereto in a timely fashion and so as to not unduly delay Tenant’s resubmission to the permit review authority. (ii) With respect to Tenant’s Work, Tenant shall engage, at its expense, but subject to payment from the Leasehold Improvement Allowance and Additional Leasehold Improvement Allowance, an interior architectural firm to provide all normal design and construction administration services (“Tenant’s Architect”). (iii) Tenant shall also engage an engineer to create the mechanical, electrical and plumbing (“MEP”) working drawings related to the Premises, and such other engineers and/or consultants as may be necessary for preparation of all necessary Construction Drawings, with the cost of such engineers being paid by Tenant, but subject to payment from the Leasehold Improvement Allowance and the ESAAdditional Leasehold Improvement Allowance. (iv) For all purposes relevant herein, Landlord hereby approves The M Group as the Tenant’s Architect. (v) Tenant shall be responsible to supply all information needed in order for its architects and engineers to prepare final construction and engineering drawings, provided that Landlord shall provide any information regarding the base building systems and improvements as may be necessary for Tenant’s architect and engineers to prepare construction drawings and MEP drawings, provided all such information shall be subject to field verification by Tenant’s architect and engineers. (vi) Prior to commencement of construction, Tenant shall provide Landlord with four (4) copies of design documents sufficiently detailing the construction of Tenant’s Work and of a completion level adequate to submit for the building permit ( “Tenant’s Proposed Construction Drawings”). As soon as practicable after receipt of Tenant’s Proposed Construction Drawings, but in no event more than ten (10) business days after receipt thereof, Landlord shall return Tenant’s Proposed Construction Drawings to Tenant with Landlord’s suggested modifications and/or approval noted thereon, provided that Landlord’s review and comment shall be restricted to: (i) matters affecting the Building’s mechanical, electrical, plumbing and HVAC systems, its structural components and/or its exterior appearance; (ii) matters relating to the integration of improvements to be installed by Tenant with any base building systems and/or utility systems and facilities serving the Building; and/or (iii) any matters relating to the compliance of the Proposed Construction Drawings with applicable legal requirements. Plans shall be deemed approved if Tenant does not receive Landlord’s written proposed modifications or approval within ten (10) business days after Landlord’s receipt of Tenant’s Proposed Construction Drawings. Landlord and Tenant shall negotiate in good faith to promptly resolve any disagreements based upon the Landlord’s proposed modifications and, after mutual agreement, Tenant shall make such agreed-upon modifications to the Tenant’s Proposed Construction Drawings. The parties shall attempt to reach agreement as soon as possible, and in all events within fifteen (15) business days after the date upon which Tenant receives Landlord’s proposed modifications to the Proposed Construction Drawings. (vii) If Landlord’s proposed modifications are acceptable to Tenant, Tenant’s Proposed Construction Drawings shall thereafter be revised by Tenant to reflect the applicable changes, and the same shall be resubmitted to Landlord for approval not later than fifteen (15) business days after Tenant’s acceptance of Landlord’s modifications (but in any event, prior to re-submission to Fairfax County). Tenant shall be allowed to commence construction, if allowable by the authority having jurisdiction, prior to resubmission of Tenant’s Proposed Construction Drawings, provided that Tenant has received all permits and authorizations required by Fairfax County to undertake those portions of the Tenant’s Work to then be so commenced, if any. After the first submission and resubmission, Landlord and Tenant agree to restrict further objections or disputes to matters which have not previously been agreed upon or accepted by the other party. The parties shall, in all events, act in good faith and use commercially all reasonable efforts to obtain warranties reach agreement as soon as possible. Upon approval by Landlord and Tenant of the Tenant’s Proposed Construction Drawings, the same shall constitute the “Construction Drawings” for all purposes hereof, and the work shown on the Construction Drawings shall constitute Tenant's ’s Work from its contractors and to enforce such warranties so that defects in Tenant's Work are corrected. If any warranties are not assignable to Landlord, hereunder. (B) Tenant shall nevertheless use reasonable diligence be responsible for all costs associated with the preparation of the Proposed Construction Drawings and the Construction Drawings and all other costs related to keep such warranties Tenant’s Work incurred in effect accordance with this Exhibit C, and subject to enforce the sameLeasehold Improvement Allowance and the Additional Leasehold Improvement Allowance. (C) Tenant shall bear financial responsibility, subject to the Landlord’s obligation to disburse the Leasehold Improvement Allowance and the Additional Leasehold Improvement Allowance in accordance with this Exhibit C, for all hard and soft costs associated with the performance of Tenant’s Work including (i) any permitting costs, inspection fees and other governmental charges associated with Tenant’s Work, design, architectural, engineering and professional fees and blueprinting costs in connection with preparation of the Space Plan, the Proposed Construction Drawings and the Construction Drawings (the “Soft Costs”), and (ii) all costs of labor and materials, including construction management, for the installation of Tenant’s Work (the “Hard Costs”). Landlord shall grant Tenant a “Leasehold Improvement Allowance”, which can be used for any purpose, related to Tenant’s occupancy including, but not limited to (i) all customary hard and soft construction costs, (ii) telecommunications equipment, AV equipment and installation, (iii) building signage, manufacturing, and installation, (iv) furniture, other specialty trade fixtures, Tenant’s internal security system and other specialty equipment, (v) design fees, legal fees and consultant fees, and (vi) any moving cost of any kind or nature, relating to Tenant’s relocation to the premises (all of the foregoing being collectively, the “Costs”) in an amount equal to the sum of (i) Fifty and 00/100 Dollars ($50.00) multiplied by the total number of rentable square feet in the Premises (exclusive of Storage Space and Lower Level Space), and (ii) Thirty and 00/100 Dollars ($30.00) multiplied by the total number of useable square feet of the Lower Level Space; provided that not less than Thirty Dollars ($30.00) per rentable square foot of the Premises shall be used for Hard Costs and Soft Costs. Tenant further agrees that if it determines that shall be responsible for all Costs. Failure by Tenant to pay all Costs on a timely basis or submit to the Landlord for payment out of the Leasehold Improvement Allowance so as to avoid the assertion of any statutory and/or common law lien against the Premises or Building shall constitute a default by Tenant for all purposes of the Lease. Tenant may request disbursement from the Leasehold Improvement Allowance and/or the Additional Leasehold Improvement Allowance up to six (6) months after the Rent Commencement Date. Notwithstanding anything to the contrary contained herein or in the Lease, Landlord shall have no obligation to advance any portion of the Leasehold Improvement Allowance or the Additional Leasehold Improvement Allowance at any time during which any lien, or notice of any lien, is filed against the Building or the Premises as a result of Tenant's ’s Work contains a material defector the non-payment thereof, it except if non-payment is the result of Landlord’s failure to meet the Landlord’s payment obligations pursuant to this Exhibit C. Landlord and Tenant agree that the Leasehold Improvement Allowance or the Additional Leasehold Improvement Allowance shall promptly notify Landlord of such defect and be paid to Tenant monthly, as Costs are incurred in connection with Tenant’s Work, or (at Tenant’s election) directly to Tenant’s General Contractor, architect, Construction Manager, or other vendors (collectively, “Tenant’s Vendors”). Together with each requisition for an advance from the Leasehold Improvement Allowance or Additional Leasehold Improvement Allowance on account of the action Hard Costs and/or Soft Costs, and, as applicable, upon completion of Tenant’s Work, Tenant shall submit to Landlord a payment request, seeking disbursement to Tenant or Tenant’s Vendors (at Tenant’s election), which includes: (i) with respect to the final disbursement from the Leasehold Improvement Allowance or Additional Leasehold Improvement Allowance, a certificate of Tenant’s Architect to Landlord certifying that Tenant’s Work has been substantially completed in accordance with the Construction Drawings, and that all punch list items noted by the parties have also been fully completed; (ii) with respect to the final disbursement from the Leasehold Improvement Allowance or Additional Leasehold Improvement Allowance, a copy of the final non-residential use permit issued to Tenant proposes by Fairfax County with respect to take the Premises; (iii) with respect to the final disbursement from the Leasehold Improvement Allowance or requires its contractors Additional Leasehold Improvement Allowance, a copy of complete Contract Documents for Tenant’s Work, including two (2) sets of as-built plans therefor; (iv) for the funds requested by the Tenant’s General Contractor, a duly executed partial, or, as applicable with respect to take the final disbursement from the Leasehold Improvement Allowance or Additional Leasehold Improvement Allowance, final, release of liens executed by Tenant’s General Contractor in connection with that portion of the Tenant’s Work for which such disbursement request is being made, in form and substance reasonably satisfactory to remedy Landlord, acknowledging previous payment in full for such labor and/or materials, and fully and forever waiving any and all statutory and/or common law liens which might otherwise be asserted by them against the samePremises (or any portion thereof) or the Building in connection with Tenant’s Work; (v) from the Tenant’s General Contractor, a complete copy of the Tenant’s general contract, and any change orders thereto or directives issued thereunder (to the extent not previously provided to Landlord), a duly executed AIA form G-702 application for payment, together with all accompanying exhibits thereto, covering (in the case of funds for Hard Costs) that portion of the Tenant’s Work for which payment is then requested. For other Tenant Vendors, appropriately detailed invoices shall be provided in lieu of an ALA G702 form; (vi) with respect to any on site stored materials for which payment is requested, or for any costs in the nature of fixtures and equipment, a ▇▇▇▇ of sale and certificate of insurance for all such materials, and evidence that the same have been delivered to the Premises; (vii) For all other Costs, such evidence as Landlord and/or Landlord’s mortgagee may reasonably require to evidence that such Costs have been incurred and are appropriately requested from the Leasehold Improvement Allowance or Additional Leasehold Improvement Allowance in accordance with the terms of this Exhibit C. Landlord shall pay the Allowance to Tenant after Landlord has received all of the applicable items listed above. Tenant shall submit all of the applicable items listed above by the 25th of each month. Landlord shall pay the Allowance to Tenant by the 25th of the following month. Tenant acknowledges that the Allowance will be paid from the Landlord’s construction loan and any request for payment shall be subject to lender review, approval and timing to fund. Notwithstanding the above, provided that Tenant has duly and properly submitted its request for payment accompanied by the applicable items listed above, Landlord shall be liable for actual damages incurred by Tenant as a result of Landlord’s failure to timely pay any portion of the Leasehold Improvement Allowance or Additional Leasehold Improvement Allowance to Tenant which has been properly requisitioned, accompanied by all supporting documentation required hereby. Tenant shall not take be obligated to use good faith efforts to attempt to mitigate any action that may prejudice Landlord's ability such actual damage. The amount of any such damage shall (i) exclude in all events consequential and punitive damage, and (ii) be added as an increase to assert its warranty rights (if any) without Landlord's prior written consentand advanced as a part of the increased Leasehold Improvement Allowance. Without limiting Notwithstanding the foregoing, Tenant reserves the right to install its own security system on the Project Site and Landlord, notwithstanding any other provision of this Lease foregoing to the contrary, understands Tenant’s requests for payments to Tenant’s General Contractor shall include a retainage of 10% until completion of the General Contractor’s services. (D) In the event the sum of actual Hard Costs and agrees Soft Costs incurred by Tenant in connection with Tenant’s Work are in excess of the Leasehold Improvement Allowance, then, Tenant shall provide Landlord, as part of the monthly requisition process, with thirty (30) days prior written notice that intends to utilize all or a portion of the Additional Leasehold Improvement Allowance, and subject to the requisition procedure as is set forth above, upon Tenant’s request, Landlord shall make additional funds available to Tenant, in an amount up to an additional Fifteen Dollars ($15.00) per rentable square foot of the Premises (“Additional Leasehold Improvement Allowance”) to fund the difference between the Leasehold Improvement Allowance and the actual sum of Hard Costs and Soft Costs incurred and requested by Tenant in connection with Tenant’s Work. The Additional Leasehold Improvement Allowance shall be fully amortized and repaid by Tenant at an interest rate of nine percent (9%) per annum over the Lease Term, with the payment therefor to be made at the same time as the Base Rent, beginning January 1, 2004 (and Landlord shall provide Tenant written confirmation of the monthly amounts thereof); provided that Tenant may, at Tenant’s option, prepay such amount at any time without penalty. In the event any Additional Leasehold Improvement Allowance is made available to Tenant, the repayment thereof, although being made simultaneously with payments of Base Rent under the Lease, shall have the right to limit or restrict Landlord's access to the Project Site for reasonable safety and security purposes, but not be subject to Landlord's rights rent adjustment as is set forth in Section 1.5.1 of the Lease. (E) To the extent that the sum of actual Hard Costs and Soft Costs incurred and requested by Tenant in connection with the Tenant’s Work is less than the Leasehold Improvement Allowance, Landlord will credit the unused portion of the Leasehold Improvement Allowance against the first Base Rental payment(s) due under Section 14.1 below and as provided for in the ESA and the Development AgreementLease. Subject to the rights of Tenant under Sections 11.1 and 11.2 hereof, and except as permitted by the Development Agreement and the ESA, all of Tenant's Work shall be completed lien-free and in accordance with all Applicable Law. At Landlord's election, all Tenant's Work shall be coordinated with Landlord's construction manager (who shall not unreasonably interfere with be entitled to utilize any portion of the rendition of Tenant's Work).Additional Le

Tenant’s Work. For purposes 12.01. Tenant may from time to time, at its sole expense, make such alterations, additions, installations, repairs, substitutions and improvements (hereinafter collectively called “Tenant’s Work”) in and to the Premises in accordance with this Article. Certain work completed by Tenant is considered “Immaterial Changes”, which is excluded from Tenant’s Work and may be completed by Tenant at its sole cost and expense without Landlord’s consent on the following conditions: (a) neither the outside appearance of the Buildings nor any of its structural parts shall be affected; (b) no material change or impact to the mechanical, electrical, sanitary and other systems of the Buildings, and the usage of such systems by Tenant shall not be materially increased; (c) ingress or egress to the Premises shall not be affected in any material respect; (d) normal maintenance and repairs in the ordinary course of operation; and (e) in performing the work involved in making such changes, Tenant shall be bound by and observe all of the conditions and covenants contained in this Article 5Lease. Tenant’s Work, other than Immaterial Changes, shall be done only upon prior written consent of Landlord, and at such times and in such manner as Landlord may from time to time reasonably designate. Prior to the commencement of any Tenant’s Work, Tenant shall submit to Landlord, for Landlord’s written approval, plans and specifications (to be prepared by and at the expense of Tenant) of such proposed Tenant’s Work in detail satisfactory to Landlord (such plans and specifications as approved by Landlord, the term "“Plans and Specifications”) at least 30 days prior to such work. Any mechanic’s lien filed against the Premises for work done or claimed to have been done for, or materials furnished or claimed to have been furnished to, Tenant shall be discharged by Tenant within thirty (30) days thereafter, by filing the bond required by law or otherwise. Tenant's Work" ’s Work shall mean at all times comply with (1) laws, rules, orders and refer regulations of governmental authorities having jurisdiction thereof, (2) plans and specifications prepared by and at the expense of Tenant theretofore submitted to Landlord for L▇▇▇▇▇▇▇’s prior written approval. No Tenant’s Work shall be begun until Landlord has approved such Plans and Specifications, and no amendments or additions to such Plans and Specifications shall be made without the construction and installation prior written consent of all aspects of the Project Landlord, except as set forth in detail in items (a) through (e) above regarding Immaterial Changes. 12.02. Prior to Tenant’s undertaking Tenant’s Work and together with T▇▇▇▇▇’s request for permission to perform such Tenant’s Work (and as a condition precedent to the Development Agreement, including the Improvementseffectiveness of any such request) there shall be delivered to Landlord: (i) a performance bond naming Landlord as a co-obligee, and (ii) a labor and material payment bond, both of which shall be in form and substance satisfactory to Landlord in all other equipment, fixtures, pipes, wiring, mechanical systems and other property and systems necessary respects. Each such bond shall be in an amount equal to the operation cost of all of the Project. All of Tenant's work shall desired to be done in the manner required by the Development Agreement performed for which approval is being sought and shall be completely lien-guaranty the full completion of and total payment for all of such work, free (except as provided in Sections 11.1 and 11.2 hereofclear of all liens, encumbrances, chattel mortgages and except as otherwise permitted by the Development Agreement and the ESA)conditional bills of sale. Tenant shall use commercially reasonable efforts also cause all contractors, subcontractors, materialmen and/or suppliers engaged by or on behalf of Tenant in connection therewith to obtain warranties for be notified in writing that a consent by Landlord to the making of any such Tenant's ’s Work from its contractors and to enforce such warranties so that defects in Tenant's Work are corrected. If any warranties are not assignable to Landlord, Tenant shall nevertheless use reasonable diligence to keep such warranties in effect and to enforce the same. Tenant further agrees that if it determines that any portion of the Tenant's Work contains a material defect, it shall promptly notify Landlord of such defect and of the action which Tenant proposes to take or requires its contractors to take to remedy the same, provided that Tenant shall not take be or be deemed to be a consent by Landlord to the filing of any action that may prejudice Landlord's ability to assert its warranty rights (if any) without Landlord's prior written consentmechanic’s lien against the interest of Landlord in the Premises. 12.03. Without limiting the foregoing, Tenant reserves the right to install its own security system on the Project Site and Landlord, notwithstanding any other provision of Nothing contained in this Lease shall be construed to give Tenant any right, power or authority to contract for or permit the rendering of any work or the furnishing of any material which might give rise to the contraryfiling of any mechanic’s or other lien against the Premises, understands and agrees that Tenant shall have or the right to limit or restrict Landlord's access to the Project Site for reasonable safety and security purposes, but subject to Landlord's rights under Section 14.1 below and as provided for in the ESA and the Development Agreement. Subject to the rights interest of Tenant under Sections 11.1 and 11.2 hereof, and except as permitted by the Development Agreement and the ESA, all of Tenant's Work shall be completed lien-free and in accordance with all Applicable Law. At Landlord's election, all Tenant's Work shall be coordinated with Landlord's construction manager (who shall not unreasonably interfere with the rendition of Tenant's Work)Landlord therein.

Tenant’s Work. For purposes Section 5.1. Except as expressly set forth herein, Tenant shall not, without Landlord’s prior written approval, in each instance, make (i) structural changes or alterations in or to the Demised Premises of any nature, or (ii) changes or alterations which adversely affect the Building’s systems, which term shall include, without limitation, the Building’s utility, plumbing, ventilating, electrical, air conditioning or heating systems. Furthermore, Tenant shall not, without Landlord’s prior written approval in each instance (which approval shall not be unreasonably withheld, conditioned or delayed), make any non-structural changes or alterations to the Demised Premises, other than Decorative Work (as hereinafter defined). Prior to Tenant’s commencing the Initial Tenant’s Work described in Section 3.5 above, or any other work in the Demised Premises for which Landlord’s prior approval is required, Tenant shall submit to Landlord for Landlord’s written approval (which approval shall not be unreasonably withheld, conditioned or delayed for non-structural work which does not adversely affect any Building systems), complete drawings, plans and specifications (herein collectively referred to as “Tenant’s Plan”) for the improvements and installations to be made by Tenant (said Initial Tenant’s Work, together with all other work contemplated in this Article 5, the term "5 is herein collectively referred to as “Tenant's ’s Work" shall mean and refer to the construction and installation of all aspects of the Project as set forth in detail in the Development Agreement, including the Improvements, and all other equipment, fixtures, pipes, wiring, mechanical systems and other property and systems necessary to the operation of the Project. All of Tenant's work shall be done in the manner required by the Development Agreement and shall be completely lien-free (except as provided in Sections 11.1 and 11.2 hereof, and except as otherwise permitted by the Development Agreement and the ESA”). Tenant shall use commercially reasonable efforts also submit to obtain warranties Landlord for Landlord’s written approval (which approval shall not be unreasonably withheld) a list of contractors and subcontractors for Tenant's Work from its contractors and to enforce such warranties so that defects ’s Work. Tenant’s Plan shall be fully detailed, shall show complete dimensions, shall not require any changes in Tenant's Work are corrected. If any warranties are not assignable to Landlord, Tenant shall nevertheless use reasonable diligence to keep such warranties in effect and to enforce the same. Tenant further agrees that if it determines that any portion structure of the Tenant's Work contains a material defectBuilding (except as expressly permitted pursuant hereto) and shall not be in violation of any laws, it shall promptly notify Landlord order, rules or regulations of such defect and any governmental department or bureau having jurisdiction of the action which Tenant proposes to take or requires its contractors to take to remedy the same, provided that Tenant shall not take any action that may prejudice Landlord's ability to assert its warranty rights (if any) without Landlord's prior written consentpremises. Without limiting Notwithstanding the foregoing, Tenant reserves the right to install its own security system on the Project Site and may, without Landlord’s prior written approval, notwithstanding any other provision of this Lease make (x) purely decorative changes to the contraryDemised Premises, understands such as painting, wall covering, carpeting and agrees installing moveable partitions, the total cost of which with respect any single construction project does not exceed $150,000, (y) move or install any electrical outlets or wiring within the Demised Premises, and (z) install, move, and reroute any computer and communications wiring and stations (as opposed to electrical wiring) within the Demised Premises (the alterations described in clauses (x), (y) and (z) above are referred to herein collectively as “Decorative Work”); provided in each case that (1) any electrical work shall be performed by an electrician licensed in the State of New Jersey, (2) no building or alteration permit is required to be obtained from any governmental authority and (3) Tenant shall give Landlord at least ten (10) days prior notice of Tenant’s intent to perform any such Decorative Work and include a reasonably detailed description of the work to be performed. (A) Within ten (10) days after submission to Landlord of Tenant’s Plan, Landlord shall either approve same or shall set forth in writing the particulars in which Landlord does not approve same, in which latter case Tenant shall promptly return to Landlord appropriate corrections thereto. Such corrections shall be subject to Landlord’s approval not to be unreasonably withheld. If Landlord shall fail to respond within the aforementioned time period, Tenant shall have the right to limit give a second notice to Landlord stating that Landlord failed to respond to Tenant’s submission of such plans and specifications, and stating that in the event Landlord shall fail to approve Tenant’s Plan or restrict respond with specific comments thereto within seven (7) business days after submission by Tenant to Landlord of such second notice, then Tenant’s request for approval of plans shall be deemed approved. If Landlord shall then fail to approve Tenant’s Plan or respond with specific comments thereto within such seven (7) business day period following the delivery of such second notice, such failure to respond shall be deemed Landlord's access to the Project Site for reasonable safety and security purposes’s approval, but subject only if (x) any such second notice by Tenant shall have contained a statement in bold print and capitalized letters at the top thereof that Landlord’s failure to Landlord's rights under Section 14.1 below and as provided for in the ESA and the Development Agreement. Subject to the rights approve Tenant’s Plan or respond with specific comments thereto within seven (7) business days shall be deemed approval by Landlord of Tenant under Sections 11.1 and 11.2 hereofsuch plans, and except as permitted by (y) Tenant shall have, when Tenant delivered such second notice, also (i) emailed a copy of the Development Agreement same to both ▇▇▇▇ ▇▇▇▇▇▇, at email address “▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇” and the ESA▇▇▇▇▇ ▇▇▇▇▇▇▇▇, all of Tenant's Work shall be completed lien-free and in accordance with all Applicable Law. At Landlord's election, all Tenant's Work shall be coordinated with Landlord's construction manager (who shall not unreasonably interfere with the rendition of Tenant's Work).at email address

Tenant’s Work. For purposes (i) Subject to the provisions of this Article 5Paragraph 3 and subject to the terms of Paragraphs 7 and 8 below regarding Landlord's disbursement of the “Allowance” and the “Space Plan Allowance” as therein provided, Tenant shall, at its sole cost and expense, perform such other work to or at the Additional Premises as may be necessary or desired by Tenant to improve the Additional Premises for occupancy, all subject to and in accordance with the provisions of the Lease, including, without limitation, the term "provisions of Article Nine of the Original Lease. All work referred to in this subparagraph which is constructed within a period of two (2) years after the Turnover Date is hereinafter referred to as “Tenant's Work" ” (it being understood that Tenant shall mean continue to have the right to perform work to or at the Additional Premises following such two year period, provided that such work shall not constitute “Tenant's Work” for purposes hereof, and refer to the construction shall instead be performed in accordance with all terms and installation of all aspects requirements of the Project as set forth in detail in the Development AgreementLease governing Tenant alteration work, including the Improvements, and all other equipment, fixtures, pipes, wiring, mechanical systems and other property and systems necessary to the operation provisions of Article Nine of the ProjectOriginal Lease). All of Tenant, at Tenant's work option, may retain Landlord as construction manager for all or any portion of such Tenant's Work, if Landlord agrees to perform such construction management services. In the event that Tenant elects to retain Landlord as construction manager and Landlord agrees to perform such construction management services, Tenant and Landlord shall be done enter into a mutually acceptable construction management agreement (with construction management fees payable to Landlord in the manner required by amount of 3% of the Development Agreement and shall be completely lien-free (except as provided in Sections 11.1 and 11.2 hereof, and except as otherwise permitted by the Development Agreement and the ESA). Tenant shall use commercially reasonable efforts to obtain warranties for Tenant's Work from its contractors and to enforce such warranties so that defects in Tenant's Work are corrected. If any warranties are not assignable to Landlord, Tenant shall nevertheless use reasonable diligence to keep such warranties in effect and to enforce the same. Tenant further agrees that if it determines that any portion “hard” construction costs of the Tenant's Work contains a material defectWork). In the event Tenant does not elect to engage Landlord as construction manager, it shall promptly notify Landlord of such defect and of the action which Tenant proposes to take or requires its contractors to take to remedy the same, provided that Tenant shall not take any action that may prejudice Landlord's ability to assert its warranty rights (if any) without Landlord's prior written consent. Without limiting the foregoing, Tenant reserves the right to install its own security system on the Project Site and Landlord, notwithstanding any other provision of this Lease to the contrary, understands and agrees that then Tenant shall have the right to limit or restrict Landlordretain its own general contractor and/or other contractors for construction of Tenant's access to the Project Site for reasonable safety and security purposesWork, but which general contractor and/or other contractors shall be subject to Landlord's rights under Section 14.1 below and approval (not to be unreasonably withheld), as provided in Article Nine of the Original Lease. Tenant shall, in any event, pay or reimburse Landlord for any out-of-pocket costs actually incurred by Landlord in connection with third-party consultant review of the ESA structural and mechanical, electrical and plumbing aspects of the Development AgreementTenant's Work and/or the plans and specifications therefor (i.e., structural or MEP engineering review), provided that Tenant does not employ Landlord's designated engineer in connection therewith. Subject Tenant hereby acknowledges and agrees that, in connection with the Tenant's Work, Tenant and any and all contractors performing Tenant's Work shall comply, in all material respects, with Landlord's “Tenant Design and Construction Manual”, a copy of the current version of which having heretofore been made available to Tenant for review (it being understood that Landlord may hereafter revise and/or update said “Tenant Design and Construction Manual” from time to time [herein, in each instance, the rights of “Revised and Finalized Construction Manual”] and Tenant under Sections 11.1 shall comply with each such Revised and 11.2 hereofFinalized Construction Manual so long as any material changes from the version thereof heretofore made available to Tenant are reasonable and are uniformly imposed, and except as permitted by in general, upon other tenants performing construction work at the Development Agreement and the ESA, all of Building). Tenant's Work shall be completed lien-free and performed, in any event, only in accordance with all Applicable Law. At the terms and conditions of the Lease, including the provisions of Article Nine of the Original Lease. (ii) Without limitation of the requirement of Article Nine of the Original Lease that plans and specifications shall be subject to Landlord's electionapproval, all Tenant's Work shall be coordinated with Landlord's construction manager (who shall not unreasonably interfere with prior to the rendition commencement of Tenant's Work), Tenant shall submit to Landlord for Landlord's approval full and detailed architectural and engineering plans and specifications for any Tenant's Work. In the event Tenant elects to employ an engineer designated by Landlord in the preparation of any portion of the plans, or for the performance of any portion of any Tenant's Work, Tenant shall employ and be responsible for all fees of said engineer in preparing the plans or portion thereof and for any portion of Tenant's Work performed by said engineer. In the event Tenant has elected not to employ Landlord's designated engineer in the preparation of the plans, Landlord reserves the right to have the structural and mechanical, electrical and plumbing portions of the plans reviewed by Landlord's designated engineer, and Tenant shall pay or reimburse Landlord for any out-of-pocket expenses actually incurred by Landlord for such review. Landlord's approval shall be required of engineering plans and specifications, whether prepared by Landlord's designated engineer or another engineer. Tenant shall not permit noise from construction of any Tenant's Work to unreasonably or materially disturb other tenants in the Building. Tenant's Work which does so disturb other tenants shall be performed after regular working hours.

Tenant’s Work. For purposes of this Article 5Tenant shall be responsible for all work to prepare the Leased Premises for its occupancy not provided under L▇▇▇▇▇▇▇’s Work including, but not limited to, the term "Tenant's Work" shall mean installation and refer to the construction and installation cost of all aspects of the Project as set forth in detail in the Development Agreement, including the Improvements, and all other equipmentits internal partitions, fixtures, pipes, electrical wiring, mechanical systems telecommunication cabling and other property and systems necessary plumbing costs, together with the cost of any modifications to the operation of the Project. All of Tenant's work shall be done ceiling, light or heating ventilation and air-conditioning systems in the manner Leased Premises, as required by Tenant’s occupancy, excluding any Landlord’s Work provided for herein (the Development Agreement and shall be completely lien-free (except as provided in Sections 11.1 and 11.2 hereof, and except as otherwise permitted by the Development Agreement and the ESA“Tenant’s Work”). Tenant shall use commercially reasonable efforts to obtain warranties also be responsible for the cost of installing any special equipment required by its occupancy. Tenant's Work from its contractors and to enforce such warranties so that defects in Tenant's Work are corrected. If any warranties are not assignable to Landlord, Tenant shall nevertheless use reasonable diligence to keep such warranties in effect and to enforce the same. Tenant further agrees that if it determines that any portion of the Tenant's Work contains a material defect, it shall promptly notify Landlord of such defect and of the action which Tenant proposes to take or requires its contractors to take to remedy the same, provided that Tenant shall not take any action that may prejudice Landlord's ability to assert its warranty rights (if any) without Landlord's prior written consent. Without limiting the foregoing, Tenant reserves the right to install its own security system on the Project Site and Landlord, notwithstanding any other provision of this Lease to the contrary, understands and agrees that Tenant shall have the right to limit or restrict Landlord's access to the Project Site for reasonable safety and security purposes, but subject to Landlord's rights under Section 14.1 below and as provided for in the ESA and the Development Agreement. Subject to the rights of Tenant under Sections 11.1 and 11.2 hereof, and except as permitted by the Development Agreement and the ESA, all of Tenant's ’s Work shall be completed lienin a good and workmanlike manner and subject to the prior written approval of T▇▇▇▇▇’s plans by L▇▇▇▇▇▇▇, acting reasonably, as detailed and provided for in paragraph -16- contained herein. Tenant shall bear (i) the out-free of-pocket costs of all Landlord’s plan reviews and approvals in accordance respect of the mechanical and electrical components of Tenant’s Work in an amount not to exceed $9,000.00 (plus GST), and (ii) the reasonable out-of-pocket costs incurred by Landlord in retaining its base building or designated engineer(s) or consultant(s) to review and approve the plans for any other component(s) of Tenant’s Work (save for the mechanical and electrical components as aforesaid), unless Tenant engages the services of any such base building or designated engineer(s) or consultant(s) with all Applicable Law. At Landlord's election, all respect to any such component(s) of Tenant's ’s Work shall be coordinated with Landlord's construction manager (who in which event Tenant shall not unreasonably interfere with be responsible for any costs incurred by Landlord in respect thereof. Tenant shall not be responsible for any charges for electrical use or other security, management, supervision, or elevator use, or other special Landlord costs, during the rendition construction of Tenant's ’s Work or Landlord’s Work), prior to the Commencement Date. Landlord shall co-ordinate with Tenant the use of one (1) service elevator for Tenant’s use during its Fixturing Period.

Tenant’s Work. For purposes Tenant may not make any installations, alterations, additions, or improvements in or to the Building or any part of the Premises, or any of the Landlord Personalty, and Tenant will not make any major repairs to any of the foregoing, without first notifying Landlord in writing as to the method, nature and extent of such repairs, installations, alterations, additions, or improvements and then obtaining Landlord’s prior written consent, which consent will not be unreasonably withheld or delayed provided that such proposed work will not require the construction of an additional building on the Premises or an additional floor on the Building, will not impair the structure of the Building or other improvements on the Premises, will not increase Landlord’s maintenance obligations under Section 9.02 of this Article 5Lease, and will not involve roof penetrations (or if it will involve roof penetrations, Landlord must first receives assurances acceptable to Landlord that Landlord’s roof warranties will not be voided, and that Tenant will comply with the term "Tenant's Work" shall mean Roof Restrictions and refer the other terms and conditions set forth on Exhibit I, which include Landlord approval of the roof contractor). All work will be performed in accordance with plans and specifications approved by Landlord. Tenant will procure all necessary permits and licenses before undertaking any work on the Premises and will perform all work in a good and workmanlike manner employing materials of good quality and in conformity with all applicable Legal Requirements and insurance requirements. Tenant will (i) employ only contractors reasonably approved by Landlord, (ii) require all contractors employed by Tenant to carry worker’s compensation insurance in accordance with statutory requirements, commercial general liability insurance covering such contractors on or about the Premises with a combined single limit not less than $1,000,000, and “special form” (also known as “all-risk”) Builder’s Risk property insurance in an amount and on a form Landlord reasonably approves covering the construction on the Premises and all materials, equipment and supplies that will become a part of the alterations or improvements on the Premises, and (iii) submit certificates evidencing such coverage to Landlord prior to the construction commencement of any work. Landlord may inspect Tenant’s work at reasonable times. Tenant will prosecute and installation complete such work with reasonable diligence and will provide Landlord with “as built” plans, copies of all aspects construction contracts and proof of payment for all labor and materials. Notwithstanding any supervision of or approval of Tenant’s work by Landlord, Landlord shall have no responsibility for any work performed by or on behalf of Tenant. Contemporaneously with the Project execution of this Lease and as set forth in detail more specifically described in the Development AgreementWork Letter attached hereto as Exhibit “J” (“Work Letter”), including the Improvements, and all other equipment, fixtures, pipes, wiring, mechanical systems and other property and systems necessary to the operation of the Project. All of Tenant's work shall be done in the manner required by the Development Agreement and shall be completely lien-free (except as provided in Sections 11.1 and 11.2 hereof, and except as otherwise permitted by the Development Agreement and the ESA). Tenant shall use commercially reasonable efforts to obtain warranties for Tenant's Work from its contractors and to enforce such warranties so that defects in Tenant's Work are corrected. If any warranties are not assignable has delivered to Landlord, Tenant shall nevertheless use reasonable diligence and Landlord has conditionally approved, those certain proposed improvements and alterations to keep such warranties the Premises described in effect and to enforce the same. Tenant further agrees that if it determines that any portion of Proposed Premises Layout (as defined in the Tenant's Work contains a material defectLetter), it shall promptly notify Landlord of such defect and of the action which Tenant proposes to take or requires its contractors to take to remedy the same, provided that Tenant shall not take any action that may prejudice commence only upon Landlord's ability to assert its warranty rights (if any) without Landlord's prior ’s written consent. Without limiting the foregoing, Tenant reserves the right to install its own security system on the Project Site approval of certain final plans and Landlord, notwithstanding any other provision of this Lease to the contrary, understands and agrees that Tenant shall have the right to limit or restrict Landlord's access to the Project Site for reasonable safety and security purposes, but subject to Landlord's rights under Section 14.1 below and specifications as provided for more specifically described in the ESA and the Development Agreement. Subject to the rights of Tenant under Sections 11.1 and 11.2 hereof, and except as permitted by the Development Agreement and the ESA, all of Tenant's Work shall be completed lien-free and in accordance with all Applicable Law. At Landlord's election, all Tenant's Work shall be coordinated with Landlord's construction manager (who shall not unreasonably interfere with the rendition of Tenant's Work).Letter

Tenant’s Work. For purposes (a) Prior to the initial installation of this Article 5the Equipment on the Property, the term "Tenant's Work" Tenant shall mean and refer deliver to the construction Landlord updated Schedule “B” plan(s), if any (the “Updated Plans”). The Updated Plan(s) shall substitute and installation of all aspects replace the plan(s) originally attached to this Lease as Schedule “B”. (b) The Landlord agrees that the Equipment shall not become fixtures of the Project as set forth in detail in Lease but shall be and remain the Development Agreement, including the Improvements, and all other equipment, fixtures, pipes, wiring, mechanical systems and other property and systems necessary to the operation of the Project. All of Tenant's work shall be done in the manner required by the Development Agreement and shall be completely lien-free (except as provided in Sections 11.1 and 11.2 hereof, and except as otherwise permitted by the Development Agreement Tenant and the ESA). Tenant shall use commercially reasonable efforts to obtain warranties for Tenant's Work from its contractors and to enforce such warranties so that defects in Tenant's Work are corrected. If any warranties are not assignable to Landlord, Tenant shall nevertheless use reasonable diligence to keep such warranties in effect and to enforce the same. Tenant further agrees that if it determines that any portion of the Tenant's Work contains a material defect, it shall promptly notify Landlord of such defect and of the action which Tenant proposes to take or requires its contractors to take to remedy the same, provided that Tenant shall not take any action that may prejudice Landlord's ability to assert its warranty rights (if any) without Landlord's prior written consent. Without limiting the foregoing, Tenant reserves the right to install its own security system on the Project Site and Landlord, notwithstanding any other provision of this Lease to the contrary, understands and agrees that Tenant shall have the right to limit remove the Equipment from the Leased Premises at any time from time to time by the Tenant during the Term or restrict Landlord's access any Extended Term (if applicable), provided the Tenant makes good, at the Tenant’s cost and expense, any damage caused by such removal, reasonable wear and tear excepted. (c) The Tenant may make any alterations and/or improvements to the Project Site for reasonable safety and security purposesEquipment or the Leased Premises during the Term or any Extended Term (if applicable) without requiring the Landlord’s consent (“Alterations”). Alterations may include, but are not limited to, the reconfiguration or replacement of the existing telecommunications tower, the reconfiguration or replacement of existing, or the addition of new, cabinets, antennas, antenna mounts, apparatus, fixtures, cabling, wiring, fibre optic wiring, hydro-electric wiring, telephone wiring, attachments or any other Equipment required by the Tenant within the Leased Premises, provided the Tenant makes good, at the Tenant’s cost and expense, any damage caused by the Alterations, reasonable wear and tear excepted. In the event that any Alteration to the Equipment or the Leased Premises materially moves the location(s) of the Equipment in the Leased Premises (including any material update to the location of cabling, wiring, fibre optic wiring, hydro-electric wiring, telephone wiring) or materially changes the type of Equipment in the Leased Premises, the plan(s) set out in Schedule “B” will be substituted with new plans delivered by the Tenant to the Landlord (the “New Plans”), and the New Plans shall be deemed to form part of this Lease. The New Plans shall be subject to the review and approval for the Landlord's rights under Section 14.1 below and as provided for in the ESA and the Development Agreement. Subject to the rights of Tenant under Sections 11.1 and 11.2 hereof, and except as permitted by the Development Agreement and the ESA, all of Tenant's Work shall be completed lien-free and in accordance with all Applicable Law. At Landlord's election, all Tenant's Work shall be coordinated with Landlord's construction manager (who shall not unreasonably interfere with the rendition of Tenant's Work)Landlord acting reasonably.

Tenant’s Work. For purposes of this Section 12.01. Subject to Landlord’s obligations under Article 5XI, Tenant agrees to accept the term "Tenant's Work" shall mean and refer to the construction and installation of all aspects Demised Premises in an “AS IS” condition as of the Project Commencement Date without any representations or warranties on the part of Landlord. Except as otherwise specifically provided in this Lease, Landlord has not made any representations or warranties of any kind to Tenant. No representations or warranties of any kind made by anyone, including without limitation, any real estate broker or agent, shall be binding upon Landlord unless expressly set forth in detail this Lease. Tenant shall be financially responsible for the following construction activities. All work shall be performed in the Development Agreement, including the Improvements, accordance to architectural plans prepared by Ignarri and L▇▇▇▇▇ Architects and Tenant shall have rights to any and all other equipmentwarranties provided by sub-contractors and or general contractors. A. Architecture Fees for interior work. B. Interior Fit-Out including but not limited to paint, carpet/flooring, furniture, fixtures, pipesequipment, wiringDrive-Thru lanes equipment, mechanical systems and other property and systems necessary upgrades to the operation of the Project. All of Tenant's work shall be done in the manner required by the Development Agreement and shall be completely lien-free (except as provided in Sections 11.1 and 11.2 hereofelectrical system, vault system, partitions, and except as otherwise permitted by the Development Agreement and the ESA)doorways. Tenant shall use commercially reasonable efforts may, at any time and from time to obtain warranties for Tenant's Work from its contractors and to enforce time, alter, expand, demolish, restore, modify or change any such warranties so that defects improvements in Tenant's Work are corrected. If any warranties are not assignable to Landlord, Tenant shall nevertheless use reasonable diligence to keep such warranties whole or in effect and to enforce the same. Tenant further agrees that if it determines that any portion of the Tenant's Work contains a material defect, it shall promptly notify Landlord of such defect and of the action which Tenant proposes to take or requires its contractors to take to remedy the same, part provided that Tenant shall first obtain Landlord’s written approval, which approval shall not take any action that may prejudice Landlord's ability to assert its warranty rights (if any) without Landlord's prior written consentunreasonably be withheld. Without limiting the foregoing, Tenant reserves the right to install its own security system Tenant’s improvements on the Project Site Premises must have a value substantially equivalent to or greater than the improvements which were originally approved by Landlord. All work done which is required to be performed to permit Tenant’s occupancy and Landlorduse of the Demised Premises for the Permitted Use shall be performed by Tenant, notwithstanding at its sole expense, and Landlord shall not be required to perform or to bear any other provision of this Lease to the contrary, understands expenses for such work. All of such work shall be performed in a diligent manner. Section 12.02. Any Tenant’s Work made shall remain on and agrees that be surrendered with the Demised Premises on expiration or termination of the Term. Section 12.03. Tenant shall have no power to do any act or make any contract which may create or be the right foundation for any lien, mortgage or other encumbrance upon the estate of Landlord in the Shopping Center, or any part thereof. All Tenant’s Work, repairs, materials and labor shall be done at Tenant’s sole expense, and Tenant shall be solely and wholly responsible to limit contractors, laborers and materialmen and such contractors, laborers and materialmen are hereby charged with notice that they must look solely and wholly to Tenant for the payment of any bills for work done and materials furnished. Landlord reserves the right, before approving any Tenant’s Work, to require Tenant to furnish it a good and sufficient bond to secure Tenant’s liability for payment, for Tenant’s Work. Section 12.04. Tenant shall procure and maintain an adequate workmen’s compensation insurance policy and such additional insurance policies as Landlord shall reasonably request to insure against losses, damages or restrict Landlord's access claims arising out of or from Tenant’s Work. Prior to the Project Site commencement of such Tenant’s Work, Tenant shall deliver to Landlord each policy, or a certificate evidencing such policy, together with evidence of payment of premiums for reasonable safety and security purposes, but subject all policies of insurance required to Landlord's rights under be maintained by Tenant pursuant to this Section 14.1 below and as provided for in the ESA and the Development Agreement. Subject to the rights of Tenant under Sections 11.1 and 11.2 hereof, and except as permitted by the Development Agreement and the ESA, all of Tenant's Work shall be completed lien-free and in accordance with all Applicable Law. At Landlord's election, all Tenant's Work shall be coordinated with Landlord's construction manager (who shall not unreasonably interfere with the rendition of Tenant's Work)12.06.

Tenant’s Work. For purposes of this Article 5Tenant may, at its sole cost, install fixtures, equipment and furnishings in or to the term Premises, including new signage in compliance with the sign criteria set forth in Exhibit "E", in a first-class manner consistent with Tenant's permitted use. Such trade fixture and furnishing activities shall be defined herein collectively as the "Tenant's Work" ". Tenant may, promptly after the date hereof, and at its sole cost, deliver to Landlord plans and specifications for the Tenant's Work (the "Plans"). The Plans shall mean be subject to Landlord's approval and refer the approval of all local governmental authorities with jurisdiction. Landlord agrees not to unreasonably withhold its approval of said Plans. If Landlord notifies Tenant that changes are required to the construction final Plans submitted by Tenant, Tenant shall promptly submit to Landlord, for its approval, the Plans amended in accordance with the changes so required. The Plans shall also be revised, and installation the Tenant's Work shall be changed, to incorporate any work required in the Premises by any local governmental field inspector. Landlord's approval of the Plans shall in no way be deemed to be (i) an acceptance or approval of any element therein contained which is in violation of any applicable laws, ordinances, regulations or other governmental requirements, or (ii) an assurance that work done pursuant to the Plans will comply with all applicable laws (or with the interpretations thereof) or satisfy Tenant's objectives and needs. Landlord shall deliver written notice (the "Approval Notice") to Tenant upon Landlord's approval of the Plans. Upon the delivery of the Approval Notice, and provided the Date of Delivery has occurred, Tenant shall proceed, at its sole cost and with due diligence, to complete all aspects of the Project as set forth in detail Tenant's Work. Tenant shall use only new or like-new, first-class materials in the Development AgreementTenant's Work. All Tenant's Work shall be done in a good and workmanlike manner and in accordance with all applicable statutes, including the Improvementslaws, codes and regulations. Tenant and Tenant's contractors shall make all other equipment, fixtures, pipes, wiring, mechanical systems efforts and other property and systems necessary take all steps reasonably appropriate to assure that no Tenant's Work unreasonably interferes with the operation of the ProjectBuilding and the ability of other occupants of the Building to conduct business in a routine manner. All Tenant shall have no authority to materially deviate from the approved Plans in the performance of the Tenant's Work, except as authorized by Landlord in writing. Tenant shall provide notice to Landlord of the date of the occurrence of the substantial completion of the performance of the entirety of Tenant's work Work, which notice shall be done accompanied by a certificate from Tenant's architect or general contractor (the "Completion Certificate") attesting to the occurrence of such substantial completion and setting forth an itemized statement of the nature and cost of all labor and materials used in the manner required by the Development Agreement and shall be completely lien-free (except as provided in Sections 11.1 and 11.2 hereof, and except as otherwise permitted by the Development Agreement and the ESA). Tenant shall use commercially reasonable efforts to obtain warranties for Tenant's Work from its contractors and to enforce such warranties so that defects in Tenant's Work are corrected. If any warranties are not assignable to Landlord, Tenant shall nevertheless use reasonable diligence to keep such warranties in effect and to enforce the same. Tenant further agrees that if it determines that any portion completion of the Tenant's Work contains and a material defectcopy of a full and final lien waiver from Tenant's general contractor. Upon receipt of said notice, it Landlord shall promptly notify Landlord of such defect and of inspect the action which Tenant proposes to take or requires its contractors to take to remedy the same, provided that Tenant shall not take any action that may prejudice Landlord's ability to assert its warranty rights (if any) without Landlord's prior written consent. Without limiting the foregoing, Tenant reserves the right to install its own security system on the Project Site and Landlord, notwithstanding any other provision of this Lease to the contrary, understands and agrees that Tenant shall have the right to limit or restrict Landlord's access to the Project Site for reasonable safety and security purposes, but subject to Landlord's rights under Section 14.1 below and as provided for in the ESA and the Development Agreement. Subject to the rights of Tenant under Sections 11.1 and 11.2 hereof, and except as permitted by the Development Agreement and the ESA, all of Tenant's Work and note any deficiencies or unfinished items which, if so noted, Tenant shall be completed lien-free and in accordance complete with all Applicable Law. At Landlord's election, all Tenant's Work shall be coordinated with Landlord's construction manager (who shall not unreasonably interfere with the rendition of Tenant's Work)due diligence.

Tenant’s Work. For purposes A. When Substantial Completion of this Article 5Landlord's Work has occurred, and the term "Tenant's Work" shall mean full and refer to the construction final execution and installation of all aspects delivery of the Project as set forth in detail in the Development Agreement, including the Improvements, Lease to which this Exhibit is attached and all other equipmentprepaid rental and security deposits required under such agreement, fixtures, pipes, wiring, mechanical systems and other property and systems necessary to the operation of the Project. All of Tenant's work shall be done in the manner required by the Development Agreement and shall be completely lien-free (except as provided in Sections 11.1 and 11.2 hereof, and except as otherwise permitted by the Development Agreement and the ESA). Tenant shall use commercially reasonable efforts to obtain warranties for Tenant's Work from its contractors and to enforce such warranties so that defects in Tenant's Work are corrected. If any warranties are not assignable to Landlord, Tenant shall nevertheless use reasonable diligence to keep such warranties in effect and to enforce the same. Tenant further agrees that if it determines that any portion of the Tenant's Work contains a material defect, it shall promptly notify Landlord of such defect and of the action which Tenant proposes to take or requires its contractors to take to remedy the same, provided that Tenant shall not take any action that may prejudice Landlord's ability to assert its warranty rights (if any) without Landlord's prior written consent. Without limiting the foregoing, Tenant reserves the right to install its own security system on the Project Site and Landlord, notwithstanding any other provision of this Lease to the contrary, understands and agrees that Tenant shall have the right to limit or restrict perform alterations and improvements in the Premises (the "Initial Lab Alterations") (the Initial Office Alterations and the Initial Lab Alterations being referred to herein, collectively, as the "Initial Alterations"), which Initial Lab Alterations shall include the work described as Tenant's responsibility on EXHIBIT D-1. Notwithstanding the foregoing, Tenant and its contractors shall not have the right to perform Initial Lab Alterations in the Lab Space unless and until Tenant has complied with all of the terms and conditions of Article IX of the Lease, including, without limitation, approval by Landlord of the final plans for the Initial Lab Alterations and the contractors to be retained by Tenant to perform such Initial Lab Alterations. Landlord acknowledges that Tenant's plans will include the running of conduits for power from the rooftop generator and for telephone/data through the Buildings to the Premises, and agrees not to unreasonably withhold its consent to the same, subject to the compliance by Tenant with the requirements of this Lease. Tenant shall submit for Landlord's access approval, such approval not to be unreasonably withheld or delayed, the plans and specifications prepared by ▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇ Architects, Tenant's Architect, for the Initial Lab Alterations. Tenant shall use the mechanical, electrical and plumbing engineer approved by Landlord for the design and installation of the Initial Lab Alterations. The plans and specifications shall be submitted to Landlord for its review and approval at the space plan phase, the permitting phase, and the construction documents phase. Landlord shall review and respond with its approval or detailed comments to each phase of such plans and specifications for the Lab Space within 10 business days of receiving the initial draft thereof, and any failure to respond shall constitute the basis for a claim of Landlord Delay. In the event that Landlord requires changes to the Project Site proposed plans, Landlord shall review and respond with its approval or detailed comments to Tenant's submission of revised plans within 10 business days for reasonable safety and security purposeswork which materially affects structure or mechanical, but subject to Landlord's rights under Section 14.1 below and as provided for in the ESA and the Development Agreement. Subject to the rights of Tenant under Sections 11.1 and 11.2 hereofplumbing or electrical systems, and except as permitted by for all other work within 5 business days. Tenant shall be responsible for all elements of the Development Agreement and the ESA, all design of Tenant's Work plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Initial Lab Alterations and the placement of Tenant's furniture, appliances and equipment), and Landlord's approval of Tenant's plans shall in no event relieve Tenant of the responsibility for such design. Landlord's approval of the contractors to perform the Initial Lab Alterations shall not be completed lien-free unreasonably withheld. The parties agree that Landlord's approval of the general contractor to perform the Initial Lab Alterations shall not be considered to be unreasonably withheld if any such general contractor (i) does not have trade references reasonably acceptable to Landlord, (ii) does not maintain insurance as required pursuant to the terms of this Lease, (iii) does not have the ability to be bonded for the work in an amount of the total estimated cost of the Initial Lab Alterations, (iv) does not provide current financial statements reasonably acceptable to Landlord, (v) is not licensed as a contractor in the state/municipality in which the Premises is located, and (vi) will work without interference and in harmony with other labor on the Property. Tenant acknowledges the foregoing is not intended to be an exclusive list of the reasons why Landlord may reasonably withhold its consent to a general contractor. Landlord hereby approves the Richmond Group to serve as Tenant's general contractor for the Initial Lab Alterations, provided that (a) Tenant and the Richmond Group (or any successor general contractor which may be approved by Landlord in accordance with this Lease) shall use union carpenters for Initial Lab Alterations, and (b) Tenant shall cause all Applicable Law. At Landlord's election, all Tenant's Work shall be coordinated labor performing the Initial Lab Alterations to work without interference and in harmony with Landlord's construction manager other labor working on the Property. B. Landlord agrees to contribute the sum of $2,490,900.00 (who shall not unreasonably interfere with the rendition "Lab Allowance") toward the cost of performing the Initial Lab Alterations in preparation of Tenant's Workoccupancy of the Lab Space. The Lab Allowance may only be used for (i) the cost of preparing design and construction documents and mechanical and electrical plans for the Initial Lab Alterations for the Lab Space, (ii) telecommunications and computer wiring and cabling in connection with the Initial Lab Alterations for the Lab Space, (iii) hard costs in connection with the Initial Lab Alterations for the Lab Space, (iv) furniture for the Lab Space, (iv) Tenant's actual moving expenses in connection with moving to the Lab Space, and (v) management of the construction of the improvements to the Lab Space. The Lab Allowance, less the retainage (which retainage shall be governed by the same provisions as apply to the Office Allowance)., shall be paid to Tenant or, at Landlord's option, to the order of the general contractor that performed the Initial Lab Alterations, in periodic disbursements within 25 days after receipt of the following documentation: (i) an application for payment and sworn statement of contractor substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein; (ii) a certification from an architect registered in Massachusetts substantially in the form of the Architect's Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment;

Tenant’s Work. For purposes Section 5.1 Except as may be expressly provided in this lease, Tenant shall not replace any fixtures in the Premises or make any changes, improvements, alterations or additions (collectively, “Tenant’s Work”), to the Premises, the Real Property, the Building systems, or any part thereof, without ▇▇▇▇▇▇▇▇’s prior consent at the Landlord’s sole discretion provided that Landlord’s consent shall not be unreasonably withheld or delayed if Tenant’s Work (a) is nonstructural, and (b) does not (i) affect any part of the Real Property outside the Premises (including the Building roof) or the exterior of the Premises, (ii) affect any structural element of the Building, (iii) adversely affect any Building system, or (iv) require an amendment of the certificate of occupancy for the Premises or the Building, ( c) is not visible outside the Premises and (d) is performed only by contractors and subcontractors first approved by Landlord (which approval shall not be unreasonably withheld or delayed). ▇▇▇▇▇▇▇▇’s consent shall not be required with respect to such of Tenant’s Work as are cosmetic alterations (such as painting the interior of the Premises, carpeting, and installation of shelving and display cases) inside the Premises (“Cosmetic Alterations”), provided Tenant complies with the other applicable provisions of this lease. Tenant’s Work shall be performed, at Tenant’s expense, with diligence when started so as to promptly complete it in a good and worker-like manner using new materials of first class quality and in compliance with this lease, all Laws and Tenant’s Plans (as defined in Section 5.2) as approved by Landlord. As part of Tenant’s Work, Tenant shall soundproof the Premises and install appropriate ventilation if required so that Tenant’s use of the Premises shall not result in noise and/or odors being transmitted outside the Premises. Tenant’s Work shall be fully paid for by Tenant when payment is due and shall not be financed with any conditional sales or title retention agreements or by the granting of any security interests, liens, encumbrances or financing statements. Tenant’s Work shall be deemed, upon installation, to be improvements and betterments that become the property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration of the Term (or the sooner termination of this lease in accordance with its provisions) unless Landlord notifies Tenant in accordance with the provisions of this Article 5that Landlord relinquishes its rights thereto, the term "Tenant's Work" shall mean and refer to the construction and installation of all aspects of the Project as set forth in detail in the Development Agreement, including the Improvements, and all other equipment, fixtures, pipes, wiring, mechanical systems and other property and systems necessary to the operation of the Project. All of Tenant's work which case Tenant shall be done in the manner required by the Development Agreement obligated to remove such Tenant’s Work. Section 5.2 Prior to commencing any Tenant’s Work other than purely Cosmetic Alterations, Tenant shall, at Tenant’s expense, deliver to Landlord detailed plans and shall be completely lien-free (except as provided in Sections 11.1 and 11.2 hereofspecifications, and except as otherwise permitted by the Development Agreement and the ESA). Tenant shall use commercially reasonable efforts to obtain warranties for Tenant's Work from its contractors and to enforce such warranties so that defects ’s Work, in Tenant's Work are corrected. If any warranties are not assignable form reasonably satisfactory to Landlord, prepared, certified, signed and sealed by an architect or engineer licensed to practice in the State of New York, and suitable for filing with the applicable Authority, if filing is required by applicable Laws (such plans and specifications together with revisions thereto, collectively, “Tenant’s Plans”), and obtain Landlord’s approval of ▇▇▇▇▇▇’s Plans. The City of Long Beach Commissioner of Public Works must approve of all Tenant’s plans, subject to the Commissioner’s sole discretion. Before commencing Tenant’s Work, Tenant shall nevertheless use reasonable diligence (a) obtain (and deliver to keep Landlord copies of) all required permits and authorizations of any Authority for such warranties work, and (b) deliver to Landlord such security as shall be reasonably satisfactory to Landlord, and (c) deliver to Landlord certificates (in effect form reasonably acceptable to Landlord) evidencing the following insurance coverages from each contractor and subcontractor: (i) worker’s compensation insurance covering all persons to enforce be employed in the same. Tenant further agrees that if it determines that performance of any portion Tenant’s Work, and (ii) commercial general liability insurance on a primary and non- contributory basis with a limit of liability approved by Landlord, and with contractual liability coverage, naming Landlord, its agents, employees and elected officials as additional insureds, and (iii) comprehensive automobile liability insurance (covering all owned, non-owned and/or hired motor vehicles to be used in connection with Tenant’s Work) with a limit of liability approved by Landlord and (iv) builders risk insurance for the full value of the Tenant's Work contains a material defectperformed by such contractor and subcontractor. Section 5.3 Tenant shall reimburse Landlord, it within fifteen (15) days of being billed therefore, for any reasonable out-of-pocket expenses incurred by Landlord in connection with ▇▇▇▇▇▇▇▇’s review of Tenant’s Plans and inspection of Tenant’s Work, including outside experts retained by Landlord for that purpose. ▇▇▇▇▇▇▇▇’s consent to Tenant’s Work and Landlord’s approval of Tenant’s Plans shall promptly notify be without liability to or recourse against Landlord, shall not release Tenant from its obligations to comply strictly with the provisions of this lease, and shall not constitute any representation or warranty by Landlord regarding the adequacy for any purpose of Tenant’s Work or Tenant’s Plans or their compliance with Laws, and shall not relieve Tenant from obtaining ▇▇▇▇▇▇▇▇’s express written approval to revisions thereto. Promptly after substantial completion of Tenant’s Work, but in no event later than six (6) months after the commencement of such defect work, Tenant shall, at Tenant’s expense, obtain and deliver to Landlord copies of all sign-offs, letters of completion, approvals and certificates of any Authority required upon the completion of Tenant’s Work (including any required amendments to the certificate of occupancy for the Premises and/or Building) and “as-built” plans and specifications for Tenant’s Work prepared as reasonably required by Landlord. Section 5.4 If, in connection with Tenant’s Work or any other act or omission of Tenant or Tenant’s employees, agents or contractors, a mechanic’s lien, financing statement or other lien or violation of any Laws, is filed against Landlord or all or any part of the action Real Property, Tenant shall, at Tenant’s expense, have such lien removed by bonding or otherwise within thirty (30) days after Tenant receives notice of the filing. Section 5.5 All construction managers, contractors and subcontractors performing work for which a license is required by applicable Laws, shall be licensed by the appropriate Authorities and approved by Landlord, which approval shall not be unreasonably withheld or delayed. ▇▇▇▇▇▇▇▇’s approval of such construction managers, contractors and subcontractors shall be without liability to or recourse against Landlord, shall not release Tenant proposes from its obligations to take comply strictly with the provisions of this lease, shall not constitute any warranty by Landlord regarding the adequacy, professionalism, competence or requires experience of the approved construction manager, contractor, or subcontractor, and shall not relieve Tenant from obtaining Landlord’s express prior written approval if Tenant seeks to employ any other or additional construction manager, contractor or subcontractor. Promptly following substantial completion of Tenant’s Work, but in no event later than six (6) months after the commencement of such work, Tenant shall furnish to Landlord lien waivers and releases, in form reasonably satisfactory to Landlord, from all construction managers, contractors, subcontractors, and materialmen furnishing work, services or materials in connection with Tenant’s Work. Section 5.6 Tenant shall require all its contractors and their subcontractors to work in harmony with other laborers working or providing services at the Real Property, and will prohibit the employment of people whose employment causes other laborers at the Real Property to picket or strike. Immediately after notice from Landlord that Tenant’s contractors, mechanics or laborers are interfering or causing conflict with other contractors, mechanics, laborers or Landlord’s personnel or that the performance of Tenant’s Work is causing a violation of any union contract affecting the Real Property, Tenant shall cause all its contractors, mechanics or laborers who are causing the interference or conflict to leave the Real Property and shall take such other action as may be reasonably necessary to remedy the sameresolve such interference or conflict. Section 5.7 At Tenant’s request, provided that Landlord shall join in any applications for any authorizations required from any Authority in connection with Tenant’s Work to which Landlord has consented, and otherwise cooperate with Tenant in connection with Tenant’s Work, but Landlord shall not be obligated to incur any expense or obligation in connection with any such applications or cooperation. Section 5.8 Tenant shall not take place a load on any action that may prejudice Landlord's ability floor of the Premises, Building, adjacent Boardwalk and Boardwalk Ramps, or Real Property exceeding the floor load per square foot which the floor was designed to assert its warranty rights (if any) without Landlord's prior written consent. Without limiting the foregoing, Tenant reserves the right to install its own security system on the Project Site carry and Landlord, notwithstanding which is allowed by any other provision of this Lease to the contrary, understands and agrees that Laws. Section 5.9 Tenant shall have be liable for any damage caused to any part of the right to limit Building, adjacent Boardwalk and Boardwalk Ramps caused by Tenant, including its fixtures and equipment, arising from, or restrict Landlord's access to the Project Site for reasonable safety and security purposesas a result of, but subject to Landlord's rights under Section 14.1 below and as provided for in the ESA and the Development Agreement. Subject to the rights of Tenant under Sections 11.1 and 11.2 hereof, and except as permitted by the Development Agreement and the ESA, all of Tenant's Work and/or its installation and/or removal of its Signs. If ▇▇▇▇▇▇ performs with ▇▇▇▇▇▇▇▇’s approval any work on the roof of the Building (for example, in connection with repair, maintenance, or installation of any air conditioning system), Tenant shall use only a contractor approved by Landlord for such work and shall not do or cause anything to be done which would invalidate Landlord’s then effective roof guaranty for the Premises. Tenant shall also be responsible for promptly repairing (including any necessary replacement) any damage to the roof or Building caused by such work; provided that Landlord may, at its option, effect any such repair or replacement, in which event Tenant shall reimburse Landlord for all costs incurred by Landlord in connection therewith within fifteen (15) days after Tenant is billed therefor. Section 5.10 On or before the Expiration Date or sooner termination of this lease, if applicable, Tenant shall, at Tenant’s expense, remove from the Building (a) all Tenant’s Work which Landlord designates for removal in a notice given by Landlord to Tenant on or before the date which is thirty (30) days prior to the Expiration Date (or prior to the sooner termination of this lease, if applicable) and (b) Tenant’s trade fixtures, equipment and personal property which are removable without material damage to the Premises or the Building (“Tenant’s Property”). Tenant shall repair any damage to the Premises, and/or the Real Property, caused by the installation or removal of Tenant’s Property, Signs or Tenant’s Work. Except as expressly provided in this Section, Tenant’s Work shall not be removed. Any Tenant’s Property or Tenant’s Work that Tenant was required to remove and which is not removed by Tenant by the Expiration Date or sooner termination of this lease shall be completed lien-free deemed abandoned and in accordance with all Applicable Law. At may, at Landlord's election’s option, all be retained as Landlord’s property or disposed of by Landlord at Tenant's Work shall be coordinated with Landlord's construction manager (who shall not unreasonably interfere with the rendition of Tenant's Work)’s expense.

Tenant’s Work. For purposes Tenant shall be responsible for any and all construction, design and specifications of this Article 5the interior of the Premises deemed necessary by Tenant for its initial occupancy and operations (the “Initial Tenant Work”) including without limitation interior wall finish, finished ceilings, finish flooring, interior utilities design, including, gas, water, sewer, telephone and electricity, mechanical, plumbing and electrical systems, including HVAC, the term "Tenant's Work" shall mean interfaces between interior utility lines and refer the lines brought to the construction and installation of all aspects wall and/or floor of the Project as set forth Premises, interior decor and signage, railings, banisters, Tenant’s trade fixtures, and the interface between the Building’s mechanical and utilities systems and Tenant’s trade fixtures, subject to approval in detail in the Development Agreementaccord with Section 4.5. Tenant shall also be responsible to perform and pay for designing, planning, acquiring and installing Tenant’s trade fixtures and equipment, including the Improvementswithout limitation, Tenant’s exterior signs, cabinetry, phone system, and intercom system. Tenant shall not overload the electrical wiring serving the Premises and will install, at its expense, with Landlord’s written approval, any additional electrical wiring required in connection with Tenant’s apparatus. Where required under any provision in this Lease, except as otherwise expressly set forth, Landlord’s consent or written approval shall not be unreasonably withheld. Landlord shall be under no obligation to make any repairs, replacements, reconstruction, alterations, or improvements to or upon the Premises or the mechanical equipment exclusively serving the Premises except as expressly provided for herein. For such work as Tenant may perform from time to time, including both the Initial Tenant Work and any future Tenant Improvements (as defined below), Tenant agrees to obtain its own policy of builder’s risk insurance and, if applicable, general liability insurance for any such work and workers compensation insurance for any persons who perform Tenant’s work. Tenant shall bear and pay the expenses incurred in performing all other equipment, fixtures, pipes, wiring, mechanical systems and other property and systems necessary to the operation of the Project. All of Tenant's ’s work and all fees, charges and costs of permits and licenses relating to Tenant’s work. Tenant shall be done bear the fees and costs of Tenant’s architect in the manner required by the Development Agreement and shall be completely lien-free (developing Tenant’s work and, except as provided below, shall not be reimbursed from Landlord. Provided Tenant is not in Sections 11.1 default of this Lease, Landlord agrees to contribute $150,000.00 (the “Allowance”) toward the cost of the Initial Tenant Work. The Allowance may only be used for the cost of preparing design and 11.2 hereofconstruction documents and mechanical and electrical plans for the Initial Tenant Work and for hard costs in connection with the Initial Tenant Work. The Allowance shall be paid to Tenant or, at Landlord's option, to the order of the general contractor that performed the Initial Tenant Work, within thirty (30) days following completion of the Initial Tenant Work and receipt by Landlord of the following: (a) receipted bills covering all labor and materials expended and used in the Initial Tenant Work; (b) a sworn contractor's affidavit from the general contractor and a request to disburse from Tenant containing an approval by Tenant of the work done; (c) full and final waivers of lien; (d) as-built plans of Tenant’s work; and (e) the certification of Tenant and its architect that the Initial Tenant Work has been installed in a good and workmanlike manner in accordance with the approved plans, and except as otherwise permitted by in accordance with applicable Laws, codes and ordinances. The Allowance shall be disbursed in the Development Agreement and amount reflected on the ESA)receipted bills meeting the requirements above. Tenant Notwithstanding anything herein to the contrary, Landlord shall use commercially reasonable efforts not be obligated to obtain warranties for Tenant's Work from its contractors and to enforce such warranties so that defects in Tenant's Work are corrected. If any warranties are not assignable to Landlord, Tenant shall nevertheless use reasonable diligence to keep such warranties in effect and to enforce the same. Tenant further agrees that if it determines that disburse any portion of the Allowance during the continuance of an uncured default under the Lease, and Landlord's obligation to disburse shall only resume when and if such default is cured. Tenant shall be responsible for all applicable state sales or use taxes, if any, payable in connection with the Initial Tenant Work. In no event shall the Allowance be used for the purchase of equipment, furniture or other items of personal property of Tenant's . Any portion of the Allowance that exceeds the cost of Tenant’s work or is otherwise remaining after completion of the Initial Tenant Work contains a material defect("Unused Allowance") shall accrue to the sole benefit of Landlord, it shall promptly notify Landlord of such defect and of the action which Tenant proposes to take or requires its contractors to take to remedy the same, provided being understood that Tenant shall not take be entitled to any action that may prejudice Landlord's ability credit, abatement or other concession in connection therewith. Landlord shall not be required to assert its warranty rights (if any) without Landlord's prior written consent. Without limiting the foregoingperform any work or, Tenant reserves the right to install its own security system on the Project Site and Landlord, notwithstanding any other provision of this Lease except as provided above with respect to the contraryAllowance, understands and agrees that Tenant shall have incur any costs in connection with the right to limit construction or restrict Landlord's access to the Project Site for reasonable safety and security purposes, but subject to Landlord's rights under Section 14.1 below and as provided for demolition of any improvements in the ESA and the Development Agreement. Subject to the rights of Tenant under Sections 11.1 and 11.2 hereof, and except as permitted by the Development Agreement and the ESA, all of Tenant's Work shall be completed lien-free and in accordance with all Applicable Law. At Landlord's election, all Tenant's Work shall be coordinated with Landlord's construction manager (who shall not unreasonably interfere with the rendition of Tenant's Work)Premises.

Tenant’s Work. (a) Tenant shall be responsible for making any alterations or improvements to the Premises required by Tenant (which shall include the construction of any demising walls required to fully demise the Premises from the remainder of the fourth (4th) floor), all of which shall be at Tenant’s sole cost and expense except that Landlord shall provide Tenant with an allowance as hereinafter described as a contribution toward the costs incurred by Tenant to design and construct Tenant’s initial alterations and improvements to the Premises. Tenant shall cause an architect licensed in the State of Maryland to prepare complete construction plans and specifications for said initial alterations and improvements (“Tenant’s Plans”) in accordance with the requirements of Exhibit C attached hereto. Tenant’s Plans shall be subject to review and approval by Landlord as provided in Exhibit C. Landlord shall respond to Tenant’s Plans (either by approval, request for additional information, request for revision or communication of a reason for failure to approve) within five (5) Business Days (as defined in the Rules and Regulations) after the date of Landlord’s receipt of Tenant’s Plans or any resubmission, plus such additional period of time, not to exceed an additional five (5) Business Days, as may be necessary for review of Tenant’s Plans by a third-party architect, engineer or other consultant if Landlord determines that any aspect of Tenant’s Plans requires such third-party review. Until Landlord shall have unconditionally approved all of Tenant’s Plans, Tenant, shall deliver to Landlord such additional information, documentation and/or revisions to Tenant’s Plans as are necessary to obtain Landlord’s approval of Tenant’s Plans and this process shall continue until Tenant’s Plans are approved by Landlord. Notwithstanding the foregoing, failure by Landlord to respond to Tenant’s Plans (either by disapproval, request for additional information, request for revision or communication of a reason for failure to approve) within five (5) Business Days after the date of Landlord’s receipt of Tenant’s Plans (or any resubmission) shall constitute approval thereof, provided, however that no such automatic approval shall occur unless Tenant’s submission contains the following notice, printed in a prominent place on the outside thereof in not less fourteen (14) point bold-faced type: “LANDLORD REVIEW REQUIRED; FAILURE TO RESPOND TO THIS SUBMISSION WITHIN FIVE (5) BUSINESS DAYS SHALL RESULT IN AUTOMATIC APPROVAL PURSUANT TO LEASE SECTION 3.2.” (b) Upon approval of Tenant’s Plans by Landlord (and provided Landlord shall have delivered the Premises to Tenant), Tenant shall cause its contractor(s) (selected by Tenant, but subject to approval by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed) to perform the work and improvements described on Tenant’s Plans (collectively, “Tenant’s Work” ) diligently and continuously until Tenant’s Work is completed. Tenant’s Work shall be performed in accordance with Tenant’s Plans, using materials and/or installations meeting or exceeding Landlord’s minimum standards for the Building and in accordance with the requirements of Exhibit C and all applicable provisions of Article 6. Tenant agrees (i) to cease promptly upon notice from Landlord any activity or work which has not been approved by Landlord (where such approval is required) or is not in compliance with the provisions of this Lease, and (ii) to comply and cause its contractors to comply promptly with all reasonable procedures and regulations prescribed by Landlord from time to time. (c) Tenant’s Work shall be considered substantially complete and the “Substantial Completion Date” shall occur on the first day as of which all of the following requirements have been met: (i) all work shown and described in Tenant’s Plans has been completed, with only punchlist items (i.e., minor and insubstantial details of decoration or mechanical adjustment) excepted; (ii) Tenant’s architect has issued a certificate of substantial completion on the standard AIA form or a reasonable equivalent, and a copy thereof together with record “as built” drawings in paper and electronic (CAD) format showing all alterations as actually constructed have been delivered to Landlord; (iii) all electrical, mechanical, plumbing and HVAC facilities installed by Tenant are functioning properly and if the alterations include any HVAC work, Tenant has provided to Landlord a copy of an air balancing report signed by a professional engineer showing that the HVAC system is properly balanced for the season; (iv) the Premises are reasonably free of debris and construction materials, (v) all required governmental inspections have been successfully completed and a final certificate of occupancy has been issued and a copy thereof delivered Landlord; (vi) Tenant shall have certified to Landlord the names of all contractors, subcontractors and suppliers which were engaged in Tenant’s Work and delivered to Landlord final lien waivers from all such parties; and (vii) Tenant shall have provided to Landlord copies of all warranties and guarantees received from the contractors, subcontractors and suppliers or manufacturers and copies of all maintenance manuals, instructions and similar information pertaining to the operation and maintenance of equipment and fixtures installed in the Premises as part of Tenant’s Work. (d) Provided this Lease is then in full force and effect, Landlord shall make an improvement allowance (“Landlord’s Contribution “) available to Tenant in accordance with this Section 3.2 in an amount equal to the lesser of (i) $381,900.00, or (ii) the actual amount of the third- party cost of Tenant’s Work. For purposes of this Article 5Section 3.2(d), the term "“cost” of Tenant's Work" ’s Work shall mean the actual third-party costs incurred by Tenant in connection with performing Tenant’s Work including, without limitation, all architectural and refer engineering fees and expenses; third-party management fees; all contractor charges for the cost of labor and materials, profit, general conditions and overhead and supervision; all filing fees and other permitting costs and fees paid to independent construction managers, if any, plus a supervisory and review fee, to be retained by Landlord (i.e., to be subtracted from Landlord’s Contribution), equal to one percent (1%) of the actual cost of Tenant’s Work. Tenant may requisition Landlord for payment of Landlord’s Contribution monthly (hereinafter “Progress Payments”) provided that Landlord may, unless each of Tenant’s requisitions already reflects a ten percent (10%) retainage, withhold ten percent (10%) of the amount due on each requisition paid prior to the construction substantial completion of Tenant’s Work until the Final Payment (as hereinafter defined). Each requisition for a Progress Payment shall include (i) a detailed breakdown of the costs of Tenant’s Work included in the requisition, (ii) copies of invoices from Tenant’s contractors, suppliers and others, as applicable, substantiating such costs, and (iii) executed waivers of mechanic’s or material supplier’s liens (in such form as Landlord shall reasonably require) on account of any labor and/or materials furnished by such party through the date of the requisition (provided that any such waiver may be conditioned upon receipt of the amount requested for such party in the requisition). Landlord shall make each Progress Payment (in an amount not to exceed the lesser of (x) the costs of Tenant’s Work, as evidenced by the documentation submitted with the applicable requisition, or (y) the balance of Landlord’s Contribution then remaining, less amounts retained by Landlord as hereinabove provided) to Tenant or, at Tenant’s election, to Tenant’s general contractor within thirty (30) days after Landlord’s receipt of a Progress Payment requisition with all required supporting documentation. After the Substantial Completion Date shall have occurred, Tenant may request in writing that Landlord make payment of the balance of Landlord’s Contribution and all retained amounts other than Landlord’s supervisory and review fee (the “Final Payment” ). Tenant’s requisition for the Final Payment shall include (i) a final, detailed breakdown of all of the costs of Tenant’s Work, (ii) final mechanic’s and material supplier’s lien waivers therefor (provided that any such waiver may be conditioned upon receipt of the amount requested for such party in the requisition) and (iii) all other documentation required for the Progress Payment pursuant to the preceding paragraph as to the portion of Tenant’s Work covered by the Final Payment. Landlord shall make payment of the Final Payment in an amount equal to the lesser of (x) the unreimbursed cost of Tenant’s Work, as evidenced by the documentation submitted with the requisition for the Final Payment or (y) the balance of Landlord’s Contribution then remaining, if any (including any retained amounts other than Landlord’s supervisory and review fee), to Tenant (or at Tenant’s request, to its general contractor) within thirty (30) days after Landlord’s receipt of a requisition for the Final Payment with all required supporting documentation. If the cost of Tenant’s Work shall total less than $381,900.00, then the lesser of (x) the difference between the cost of Landlord’s Work and $381,900.00, or (y) $50,920.00 (such lesser amount being the “Balance”) may be used by Tenant as reimbursement for (i) the purchase of furniture, trade fixtures and equipment for the Premises and (ii) the purchase and installation of all aspects cabling for the Premises. Landlord shall reimburse Tenant for such costs (in an amount equal to the lesser of the Project as set forth in detail in invoices submitted by Tenant or the Development AgreementBalance) within thirty (30) days after Tenant submits to Landlord invoices for such costs. Notwithstanding the foregoing, including the Improvements, and all other equipment, fixtures, pipes, wiring, mechanical systems and other property and systems necessary Landlord shall not be required to make payment of Landlord’s Contribution (a) if (or to the operation of the Project. All of Tenant's work shall be done in the manner required by the Development Agreement and shall be completely lien-free (except as provided in Sections 11.1 and 11.2 hereof, and except as otherwise permitted by the Development Agreement and the ESA). Tenant shall use commercially reasonable efforts to obtain warranties for Tenant's Work from its contractors and to enforce such warranties so that defects in Tenant's Work are corrected. If any warranties are not assignable to Landlord, Tenant shall nevertheless use reasonable diligence to keep such warranties in effect and to enforce the same. Tenant further agrees that if it determines that any portion of the Tenant's Work contains a material defect, it shall promptly notify Landlord of such defect and of the action which Tenant proposes to take or requires its contractors to take to remedy the same, provided that extent) Tenant shall not take have submitted paid invoices for Tenant’s Work together with all required supporting documentation by July 31, 2019, time being of the essence (the “Submission Deadline”), or (b) at a time when there exists any action that may prejudice Default of Tenant and/or (c) if this Lease shall have terminated. Any balance of Landlord's ability ’s Contribution which Landlord is not required to assert its warranty rights (if any) without reimburse to Tenant pursuant to this Section 3.2 shall be the property of Landlord's prior written consent. Without limiting Notwithstanding the foregoing, the Submission Deadline shall be extended for up to twenty-four (24) months if Tenant reserves the right to install its own security system on the Project Site and notifies Landlord, notwithstanding any other provision of this Lease prior to the contraryexpiration of the Submission Deadline, understands and agrees that Tenant shall have has, in good faith, disputed the right amounts due to limit or restrict Landlord's access its general contractor and that Tenant is actively working to the Project Site for reasonable safety and security purposes, but subject to Landlord's rights under Section 14.1 below and as provided for in the ESA and the Development Agreement. Subject to the rights of Tenant under Sections 11.1 and 11.2 hereof, and except as permitted by the Development Agreement and the ESA, all of Tenant's Work shall be completed lien-free and in accordance with all Applicable Law. At Landlord's election, all Tenant's Work shall be coordinated with Landlord's construction manager (who shall not unreasonably interfere with the rendition of Tenant's Work)resolve such dispute.

Tenant’s Work. For purposes 4.1 At its own expense, Tenant will provide all design, engineering, plans, specifications, drawings, permits, fees, work, labor, skill and equipment required to complete the second floor of this Article 5the Leased Premises for occupancy, and will construct the term "Leasehold Improvements in accordance with Tenant's Work" shall mean and refer Drawings, approved in the manner set forth herein. 4.2 All approved modifications to the construction existing second floor shell building heating, cooling, ventilating, exhaust, control, electrical distribution, life safety and installation other systems may be carried out by Tenant's contractor at Tenant's expense subject to the requirements of all aspects of Section 4.3 below. 4.3 Modifications to the Project as shell building systems set forth in detail Section 4.2 and special requirements of Tenant can be considered by Landlord only if applied for at the time Tenant's Drawings are submitted for approval and if they are compatible with the capacity and character of the Leased Premises. Landlord will not be required to grant its consent to allow Tenant's contractor to perform such work unless Tenant agrees to obtain from the subcontractor(s) originally responsible for the installation of such shell building systems written statements in form satisfactory to Landlord specifically affirming the Development Agreement, including the Improvements, continued validity of any and all other equipment, fixtures, pipes, wiring, mechanical systems warranties and other property and systems necessary guaranties in effect prior to the operation of the Project. All commencement of Tenant's installation of the Leasehold Improvements from each such shell building systems subcontractor. Restrictions on mechanical and electrical connections by Tenant may be imposed as reasonably necessary by Landlord to ensure that no warranty or guarantee pertaining to the shell building is lost or jeopardized. 4.4 No construction work shall will be done undertaken or commenced by Tenant until: (a) Tenant's Drawings have been submitted to and approved by Landlord, and (b) all necessary building permits and required insurance coverages have been secured and certificates of insurance delivered to Landlord. 4.5 Tenant will proceed with its work expeditiously, continuously, and efficiently, and will complete the same in the a good and workmanlike manner required by the Development Agreement and shall be completely lien-free first (except as provided in Sections 11.1 and 11.2 hereof, and except as otherwise permitted by the Development Agreement and the ESA). Tenant shall use commercially reasonable efforts to obtain warranties for Tenant's Work from its contractors and to enforce such warranties so that defects in Tenant's Work are corrected. If any warranties are not assignable to Landlord, Tenant shall nevertheless use reasonable diligence to keep such warranties in effect and to enforce the same. Tenant further agrees that if it determines that any portion 1st) anniversary of the Tenant's Work contains a material defectCommencement Date. 4.6 Tenant will ensure that all materials, it shall promptly notify Landlord skill and workmanship in installing all Leasehold Improvements will be of such defect and of the action which Tenant proposes to take or requires its contractors to take to remedy the sameuniformly high quality, provided that Tenant shall not take any action that may prejudice Landlord's ability to assert its warranty rights (if any) without Landlord's prior written consent. Without limiting the foregoingless than building standard, Tenant reserves the right to install its own security system on the Project Site and Landlord, notwithstanding any other provision of this Lease to the contrary, understands and agrees that Tenant shall have the right to limit or restrict Landlord's access to the Project Site for reasonable safety and security purposes, but subject to Landlord's rights under Section 14.1 below and as provided for in the ESA and the Development Agreement. Subject to the rights of Tenant under Sections 11.1 and 11.2 hereof, and except as permitted by the Development Agreement and the ESA, all of Tenant's Work shall be completed lien-free and in accordance with all Applicable Lawthe best standards of practice and any governing codes or regulations. At Landlord's election, all Tenant represents and warrants that Tenant's Work shall Drawings and the improvements contemplated thereby will be coordinated in compliance with Landlord's construction manager (who shall not unreasonably interfere applicable building and zoning laws, ordinances, regulations and any covenants, conditions or restrictions affecting the Leased Premises, and that the same are in accordance with the rendition of good engineering and architectural practice, and that Tenant's WorkDrawings are sufficient for issuance of a building permit for such work. EXHIBIT E RECORD AND RETURN TO: LATH▇▇ & ▇ATK▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ ▇▇▇ENTION: Wyli▇ ▇. ▇▇▇▇▇, ▇▇q. ____________ [SPACE ABOVE LINE FOR RECORDER'S USE ONLY] ____________ GREENWICH CAPITAL FINANCIAL PRODUCTS, INC. ("MORTGAGEE") and ADVANCED FIBRE COMMUNICATIONS, INC. ("LESSEE") SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT September 22, 1999 This instrument affects real property situated, lying and being in the County of Sonoma, State of California. SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT THIS SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT (this "Agreement") is entered into as of September 22, 1999 (the "Effective Date"), between GREENWICH CAPITAL FINANCIAL PRODUCTS, INC., a Delaware corporation, whose address is 600 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("▇ortgagee"), and ADVANCED FIBRE COMMUNICATIONS, INC., a Delaware corporation, whose address is # 1 Wi▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("▇essee"), with reference to the following facts: A. 99AF Petaluma L.L.C., a Delaware limited liability company, whose address is 1560▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ("▇essor"), owns the real property commonly known as 1465 ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (such real property, including all buildings, improvements, structures and fixtures located thereon, the "Leased Premises"), are more particularly described in Schedule A attached hereto and made a part hereof. B. Mortgagee has made or will make an acquisition loan to Purchaser (such loan, as it may be decreased, increased, or otherwise modified, and any replacement financing in substitution therefor, in whole or in part, the "Loan"). C. To secure the Loan, Purchaser has encumbered or will encumber the Leased Premises by entering into that certain Deed of Trust, Indenture of Mortgage, Assignment of Rents and Leases, Security Agreement and Fixture Filing dated September 15, 1999, in favor of Mortgagee (as amended, increased, renewed, extended, spread, consolidated, severed, restated, or otherwise changed from time to time, the "Mortgage") to be recorded in the Official Records of the County of Sonoma, State of California (the "Land Records"). D. Pursuant to a Lease Agreement of even date herewith (the "Lease"), Lessor demised to Lessee the Leased Premises. E. Lessee and Mortgagee desire to agree upon the relative priorities of their interests in the Leased Premises and their rights and obligations if certain events occur.

Tenant’s Work. For purposes 1. On or before the Deadline for Submission of this Article 5Tenant’s Plans, Tenant shall submit to Landlord, for its approval, the term "Tenant's Work" ’s Plans. The Tenant’s Plans shall mean consist of, without limitation, design and refer to the construction and installation of all aspects of the Project as set forth in detail in the Development Agreement, including the Improvements, layout work and all other equipmentarchitectural, fixturesstructural, pipesmechanical, wiringplumbing and electrical plans and specifications for all of the Tenant’s Work, mechanical systems together with such working drawings as are required by either (i) Landlord in its sole discretion or (ii) for Tenant to obtain all permits and other property licenses required to construct the Tenant’s work. Within thirty (30) days after Landlord receives the Tenant’s Plans, Landlord shall notify Tenant, in writing, as to whether it approves or disapproves Tenant’s Plans. If Landlord, in its sole discretion, disapproves the Tenant’s Plans, it shall state its specific objections and systems necessary Tenant shall promptly thereafter resubmit the Tenant’s Plans revised to satisfy those objections. The forgoing procedure shall continue expeditiously until Landlord finally approves a final set of the Tenant’s Plans. Once the final set of Tenant’s Plans are approved by Landlord the final set shall be considered “Approved Plans”. 2. All architectural, mechanical, and electrical plans and specifications for the Tenant Work must be approved by Landlord. Any changes in the Approved Plans must also be approved by Landlord. Tenant shall not be permitted to modify the Building, the premises, or Shopping Center in any way, including but not limited to the operation of structural, mechanical, and electrical systems, except as approved by Landlord on the ProjectApproved Plans. All of Tenant's work No alterations by Tenant to the Leasehold Improvements and the Premises shall be done in the manner required by the Development Agreement and shall be completely lien-free (allowed at any time except as provided in Sections 11.1 the Lease. 3. Once the Approved Plans have been developed, Tenant, at its sole cost and 11.2 hereofexpense, shall apply for and except obtain any and all governmental permits, licenses and/or approvals which are required for Tenant to construct the Tenant’s Work in accordance with the Approved Plans. (The foregoing approvals, licenses and permits are collectively referred to as otherwise permitted by the Development Agreement and “Tenant Permits”.) 4. One the ESA). Tenant shall use commercially reasonable efforts to obtain warranties for Tenant's Work from its contractors and to enforce such warranties so that defects in Tenant's Work are corrected. If any warranties are not assignable to Landlordhas obtained the Tenant Permits, Tenant shall nevertheless use reasonable diligence post with Landlord either a payment and performance bond naming Landlord as the sole obligee or an irrevocable clean letter of credit to keep the benefit of Landlord issued by a federally insured bank acceptable to Landlord in an amount equal to 120% of the cost to complete the Tenant’s Work as determined by Landlord’s Architect (the foregoing payment and performance bond and/or Approved Letter of Credit is hereinafter referred to as the “Construction Deposit”). The Construction Deposit shall be held by Landlord until such warranties in effect and to enforce the same. time as Tenant further agrees that if it determines that any portion has (i) completed construction of the Tenant's ’s Work, delivered to Landlord final releases of liens from Tenant’s Contractor and all subcontractors, materialmen and suppliers providing work, labor, materials or supplies incorporated into the Tenant’s Work contains and (ii) has delivered to Landlord a material defectcertificate of occupancy or equivalent evidence issued by the appropriate governmental agencies evidencing that the Tenant’s Work has been completed in accordance with all applicable laws and the Premises may be lawfully occupied for the Permitted Use. In the event of a default by Tenant under this Exhibit and/or the Lease, it shall promptly notify Landlord of such defect and of the action which Tenant proposes to take or requires its contractors to take to remedy the same, provided that Tenant shall not take any action that may prejudice Landlord's ability to assert its warranty rights (if any) without Landlord's prior written consent. Without limiting the foregoing, Tenant reserves the right to install its own security system on cure such default and deduct from the Project Site and Landlord, notwithstanding any other provision of this Lease to Construction Deposit the contrary, understands and agrees that costs incurred by Landlord together with interest thereon at the Interest Rate. Tenant shall have the no right to limit or restrict Landlord's access commence construction of the Tenant’s Work until such time as Tenant has delivered to Landlord the Project Site for reasonable safety Construction Deposit and security purposes, but subject to Landlord's rights under Section 14.1 below and as provided for evidence that Tenant has insurance which complied with the provisions of Part IV of the General Lease Provisions. 5. Tenant shall perform the Tenant’s Work in the ESA and the Development Agreement. Subject to the rights of Tenant under Sections 11.1 and 11.2 hereof, and except as permitted by the Development Agreement and the ESA, all of Tenant's Work shall be completed lien-free a first class workmanlike manner and in accordance with all Applicable Lawapplicable laws, ordinances and regulations. At Landlord's election, all Tenant's Work It shall be coordinated the responsibility of Tenant to obtain the Tenant Permits and any and all permits, licenses and approvals necessary or required for Tenant to construct the Tenant’s Work, to occupy the Premises, and to operate therein the Permitted Use. Tenant further agrees that, with Landlord's respect to its construction manager of the Tenant’s Work, it will (who shall i) not unreasonably damage, delay or interfere with the rendition prosecution or completion of any work being performed by Landlord or any other person(s) in or about the Premises, the Building or the rest of the Shopping Center; (ii) comply with all procedures and regulations prescribed by Landlord, from time to time, for the coordination of Tenant's ’s Work and activities with any other work being performed by Landlord or any other construction in the Shopping Center; (iii) conform to all of Landlord’s regulations with respect to construction and labor and not do or permit anything to be done that might create (or hinder the cessation of) any work stoppage, picketing or other labor disruption or dispute. 6. Tenant shall be required to limit its construction activities to the Premises and/or areas designated by Landlord. It will be the responsibility of the Tenant to store all its materials, supplies and equipment within the Premises, locking the same at the end of each day, it being agreed that Landlord shall have no responsibility or liability whatsoever for any loss or damage to any fixtures or equipment installed or left in the Premises. Tenant shall be required to repair, replace or restore any damage to the Building, Common Areas or Shopping Center caused by Tenant, Tenant’s Contractor and/or its employees, agents or permittees. 7. Tenant at its sole expense will carry Builders Risk coverage during construction activities in an amount equal to 100% of the replacement cost of the completed work. Tenant shall hold harmless and indemnify Landlord from any claims, expenses, or judgments arising from Tenant’s Work or any other tenant improvements or construction, materials used or stored for said improvements, or the material, equipment, operations/activities of their contractors and subcontractors. Tenant shall also hold harmless and indemnify Landlord against financial losses arising from any non-compliance with state, county and Federal codes, permits or environmental impact resulting from Tenant’s Work)., or any other tenant improvements or construction of expansion space. PART I — RENT C-1 Section 1.01. Security Deposit C-1 Section 1.02. Lease Year and Calendar Year C-1 Section 1.03. Minimum Rent C-1 Section 1.04. Tenant’s Proportionate Share of Common Area Maintenance Costs and Insurance C-2 Section 1.05. Intentionally Omitted C-2

Tenant’s Work. For purposes (a) If Tenant desires to perform any work in the Premises, Tenant shall, at Tenant’s sole cost and expense, submit to Landlord for Landlord’s written approval, detailed construction and working drawings of this Article 5the work to be performed by Tenant to the Premises (collectively, the term "“Tenant's ’s Work" ”), which drawings shall be to the extent and nature required by the municipality in order to obtain a building permit (or, if no permit is required, such drawings and/or plans shall contain such detail as is reasonably necessary for Landlord’s consent therefor). Tenant may not commence Tenant’s Work unless and until Landlord has approved such plans in writing (which approval shall not be unreasonably withheld, conditioned or delayed), and Tenant obtains all necessary permits and approvals therefor. Tenant shall perform all of the Tenant’s Work in a good and workmanlike manner, employing materials of good quality and in compliance with all applicable permits and authorizations and building and zoning laws and with all other applicable laws, ordinances, orders, rules, regulations and requirements of all federal, state, county and municipal governments, departments, commissions, boards and offices, and in compliance with the terms and conditions of the Lease. Furthermore, Tenant agrees that upon completion of the Tenant’s Work, Tenant shall furnish Landlord with releases of lien(s) from all contractors and materialmen having performed work or supplied material within the Premises, in a form reasonably approved by Landlord. All contractors performing Tenant’s Work shall be subject to the prior written approval of Landlord, which approval shall not be unreasonably withheld, conditioned or delayed. (b) Provided that Tenant is not in default in the performance of any of its obligations under the Lease (as amended hereby), Landlord shall provide Tenant with a construction allowance (the “Tenant Improvement Allowance”) of up to $156,600.00 (based upon a rate of Eight Dollars ($8.00) per rentable square foot of the Premises), which shall be used to reimburse Tenant for Tenant’s Costs (hereinafter defined) for the Tenant’s Work, which work must be actual cosmetic work, remodeling, or improvements to the Premises. “Tenant’s Costs” shall mean Tenant’s out-of-pocket contract or purchase price(s) for materials, components, labor and refer to services for the construction and installation of all aspects of the Project as set forth in detail in the Development AgreementTenant’s Work, including the Improvementsany architectural and engineering fees, and all other equipmentbut excluding any costs for furniture, fixtures, pipesor equipment. Prior to payment of the Tenant Improvement Allowance, wiringthe total amount of Tenant’s Costs shall be subject to examination by Landlord, mechanical systems and Tenant shall provide Landlord with copies of all invoices and other property and systems necessary backup documentation reasonably requested by Landlord relative thereto. The Tenant Improvement Allowance shall be payable within thirty (30) days after the latest to the operation occur of the Projectfollowing: (i) Tenant has completed Tenant’s Work; (ii) Tenant has submitted to Landlord paid invoices from the contractors and subcontractors performing the work and such other supporting documentation as Landlord may reasonably require; and (iii) Tenant has delivered to Landlord releases of lien(s), in a form reasonably approved by Landlord, from all contractors, subcontractors and materialmen having performed work or supplied material in connection with Tenant’s Work. All If Tenant is in default of Tenant's work any of its obligations under the Lease at the time the Tenant Improvement Allowance would otherwise be due to Tenant hereunder, and Tenant subsequently cures such default, then Landlord shall be done in pay to Tenant the manner portion of the Tenant Improvement Allowance requested by Tenant within thirty (30) days after such cure, so long as the same occurs within twelve (12) months after the date hereof as required by this Section. In the Development Agreement and shall be completely lien-free (except as provided in Sections 11.1 and 11.2 hereof, and except as otherwise permitted by event Tenant fails to utilize the Development Agreement and the ESA). entire Tenant shall use commercially reasonable efforts to obtain warranties for Tenant's Work from its contractors and to enforce such warranties so that defects in Tenant's Work are corrected. If any warranties are not assignable to LandlordImprovement Allowance, Tenant shall nevertheless use reasonable diligence be entitled to keep credit up to Thirty-Nine Thousand One Hundred Fifty Dollars ($39,150.00) (based upon a rate of Two Dollars ($2.00) per rentable square foot of the Premises) of such warranties in effect and to enforce the same. Tenant further agrees that if it determines that any excess portion of the Tenant Improvement Allowance against the Base Rent due under the Lease. In the event Tenant's ’s Costs for the Tenant’s Work contains a material defect, it shall promptly notify Landlord of such defect and exceed the amount of the action which Tenant proposes to take or requires its contractors to take to remedy the sameImprovement Allowance, provided that Tenant shall not take any action be solely responsible for such excess costs. All requests for the Tenant Improvement Allowance (and the satisfaction of the foregoing conditions) shall be made no later than the date that may prejudice Landlord's ability is twelve (12) months after the date hereof, or the same shall be forfeited by Tenant. Lincoln Property Company Commercial, Inc. shall be entitled to assert its warranty rights (if any) without Landlord's prior written consent. Without limiting the foregoing, Tenant reserves the right to install its own security system on the Project Site and Landlord, notwithstanding any other provision of this Lease to the contrary, understands and agrees that Tenant shall have the right to limit or restrict Landlord's access to the Project Site for reasonable safety and security purposes, but subject receive a construction supervision fee equal to Landlord's rights under Section 14.1 below and as provided for ’s out-of-pocket expenses incurred in the ESA and the Development Agreement. Subject connection therewith, not to the rights of Tenant under Sections 11.1 and 11.2 hereof, and except as permitted by the Development Agreement and the ESA, all exceed five percent (5%) of Tenant's Work ’s Costs, which construction supervision fee shall be completed lien-free and in accordance with all Applicable Law. At Landlord's election, all Tenant's Work shall be coordinated with Landlord's construction manager (who shall not unreasonably interfere with paid for from the rendition of Tenant's Work)Tenant Improvement Allowance.

Tenant’s Work. For purposes of this SECTION 12.01. Subject to Landlord's obligations under Article 5XI, Tenant agrees to accept the term Demised Premises in an "Tenant's WorkAS IS" shall mean and refer to the construction and installation of all aspects condition as of the Project Commencement Date without any representations or warranties on the part of Landlord. Except as otherwise specifically provided in this Lease, Landlord has not made any representations or warranties of any kind to Tenant. No representations or warranties of any kind made by anyone, including without limitation, any real estate broker or agent, shall be binding upon Landlord unless expressly set forth in detail in this Lease. Tenant shall be financially responsible for the Development Agreement, including the Improvements, and all other equipment, fixtures, pipes, wiring, mechanical systems and other property and systems necessary to the operation of the Projectfollowing construction activities. All of Tenant's work shall be done performed in the manner required accordance to architectural plans prepared by the Development Agreement Pazdera and shall be completely lien-free (except as provided in Sections 11.1 Associates and 11.2 hereof, and except as otherwise permitted by the Development Agreement and the ESA). Tenant shall use commercially reasonable efforts to obtain warranties for Tenant's Work from its contractors and to enforce such warranties so that defects in Tenant's Work are corrected. If any warranties are not assignable to Landlord, Tenant shall nevertheless use reasonable diligence to keep such warranties in effect and to enforce the same. Tenant further agrees that if it determines that any portion of the Tenant's Work contains a material defect, it shall promptly notify Landlord of such defect and of the action which Tenant proposes to take or requires its contractors to take to remedy the same, provided that Tenant shall not take any action that may prejudice Landlord's ability to assert its warranty rights (if any) without Landlord's prior written consent. Without limiting the foregoing, Tenant reserves the right to install its own security system on the Project Site and Landlord, notwithstanding any other provision of this Lease to the contrary, understands and agrees that Tenant tenant shall have the right to limit any and al▇ ▇▇▇▇▇nties provided by sub-contractors and/or general contractors. A. Architecture Fees (estimated at $25,000.00) B. Building Shell including but not limited to exterior renovations, HVAC, electrical service, bathrooms, windows, partitions, ceiling and lighting, utility services, drive-thru lanes and related equipment. C. Interior fit out including but not limited to paint, sheetrocking, carpentry, carpet/flooring, furniture, fixtures, and equipment. D. Site Work (as per plan dated 9/21/2004 prepared by JG Park and Associates) E. Off site work (as pe▇ ▇▇▇▇ dated 3/3/2005 prepared by JG Park and Associates) F. Any interior or restrict exte▇▇▇▇ ▇▇gnage Tenant may, at any time and from time to time, alter, expand, demolish, restore, modify or change any such improvements in whole or in part provided that Tenant shall first obtain Landlord's access to the Project Site for reasonable safety and security purposeswritten approval, but subject to Landlord's rights under Section 14.1 below and as provided for in the ESA and the Development Agreement. Subject to the rights of Tenant under Sections 11.1 and 11.2 hereof, and except as permitted by the Development Agreement and the ESA, all of Tenant's Work shall be completed lien-free and in accordance with all Applicable Law. At Landlord's election, all Tenant's Work shall be coordinated with Landlord's construction manager (who which approval shall not unreasonably interfere with the rendition of be withheld. Tenant's Work).improvements on the Premises must have a value substantially equivalent to or greater than the improvements which were originally approved by

Tenant’s Work. For purposes Landlord shall not have any obligation whatsoever with respect to the finishing of the Premises for Tenant’s use and occupancy, and the Premises shall be delivered containing no improvements or property of any kind in its “as is, where is” condition; provided, however, Landlord shall deliver the Premises with all Building systems serving the Premises in good working order and condition. Tenant shall be provided one 50 AMP circuit connected to the existing generator servicing the third and fourth floors and Landlord will ▇▇▇▇ Tenant its pro-rated share of all operating, maintenance and repair costs associated with the generator. Tenant will have exclusive use of the UPS system currently in place on the third floor and will be solely responsible for the operation, maintenance and replacement of this Article 5equipment. In addition, Landlord, on the term "Tenant's Work" date of its execution of this Lease, shall mean and refer execute a ▇▇▇▇ of sale transferring to the construction and installation of all aspects Tenant (at no cost) ownership of the Project as set forth in detail existing furniture in the Development AgreementPremises. Landlord makes no representations or warranties whatsoever regarding the generator, including UPS system and Furniture, and Tenant agrees to accept such generator, UPS system and Furniture in its “as is” condition. Landlord will have no responsibility to replace any of the Improvementsequipment associated with the generator or UPS system. Any connections to pipes, ducts and conduits for the mechanical, electrical and plumbing systems in the Building shall be made by Tenant, at Tenant’s sole cost and expense. All of the work to be performed in initially finishing and completing the Premises (collectively, “Tenant’s Work”) shall be performed by Tenant pursuant to this Exhibit B and Article IX (and all other equipmentapplicable provisions including insurance, fixtures, pipes, wiring, mechanical systems damage and other property and systems necessary to the operation indemnification provisions) of the Project. All of Tenant's Lease and such work shall be done in deemed to be Alterations for all purposes of the manner required Lease; provided, however, that all such work involving structural, electrical, mechanical, glass/glazing, fire protection or plumbing work, the heating ventilation and air conditioning system of the Premises or the Building, and the roof of the Building shall, at Landlord’s election, be performed by Landlord’s designated contractor or subcontractor at Tenant’s expense (provided the Development Agreement cost therefor is reasonable and competitive). If Landlord elects not to so perform such work, then Landlord shall be completely lien-free paid a reasonable hourly fee for each hour (except as provided or portion thereof) Landlord or its designee spends in Sections 11.1 supervising such construction work. Landlord shall provide no Building standard items to the Premises. Tenant’s taking of possession of the Premises shall constitute Tenant’s acknowledgment that the Premises are in good condition and 11.2 hereof, and except as otherwise permitted by the Development Agreement and the ESA)that all obligations of Landlord have been fully satisfied. Tenant shall use commercially reasonable efforts to obtain warranties acknowledges that Tenant’s Work is being accomplished for Tenant's Work from its contractors and to enforce such warranties so that defects in Tenant's Work are corrected. If any warranties are not assignable to Landlord, Tenant shall nevertheless use reasonable diligence to keep such warranties in effect and to enforce the same. Tenant further agrees that if it determines that any portion of the Tenant's Work contains a material defect, it shall promptly notify Landlord of such defect and of the action which Tenant proposes to take or requires its contractors to take to remedy the same, provided that Tenant shall not take any action that may prejudice Landlord's ability to assert its warranty rights (if any) without Landlord's prior written consent. Without limiting the foregoing, Tenant reserves the right to install its own security system on the Project Site and Landlordaccount, notwithstanding any other provision of this Lease to the contrary, understands and agrees that Tenant shall have the right to limit Landlord having no responsibility or restrict Landlord's access to the Project Site for reasonable safety and security purposes, but subject to Landlord's rights under Section 14.1 below and as provided for obligation in the ESA and the Development Agreement. Subject to the rights of Tenant under Sections 11.1 and 11.2 hereof, and except as permitted by the Development Agreement and the ESA, all of Tenant's Work shall be completed lien-free and in accordance with all Applicable Law. At Landlord's election, all Tenant's Work shall be coordinated with Landlord's construction manager (who shall not unreasonably interfere with the rendition of Tenant's Work)respect thereof.

Tenant’s Work. For purposes (a) With the exception of this Article 5Landlord's Work, Tenant shall be responsible for performing all other work required to prepare the term Premises for Tenant's occupancy pursuant to the Lease and as otherwise may be required to comply with Applicable Requirements. Tenant's Work shall be performed at Tenant's sole cost and expense, subject to the Construction Allowance described below. Tenant's Work 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. The 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 will install at least two tiled restroom cores with separate men's and women's rooms. (b) Landlord shall pay to Tenant a "Construction Allowance" equal to the sum of Twenty Dollars ($20.00) multiplied by the usable area of the Premises. Landlord's obligation to make such disbursement shall be subject to Landlord's receipt of the following: (i) copies of paid invoices and unconditional lien releases or waivers in connection with all such work, (ii) a certification by Tenant that all such work has been performed in accordance with plans and specifications approved by Landlord, and (iii) such other information that may be reasonably requested by Initials___/___ Landlord or Landlord's lender. Upon substantial completion of Tenant's Work, Tenant shall submit to Landlord a written notice indicating that Tenant has completed Tenant's Work, which notice shall be accompanied by all of the following (collectively, "Tenant's Work" shall mean Completion Notice"): (i) copies of paid invoices and refer to unconditional lien waivers from Tenant's general contractor and all subcontractors and material suppliers, showing that full payment has been received for the construction and installation of all aspects of the Project as set forth in detail in the Development Agreement, including the Improvements, and all other equipment, fixtures, pipes, wiring, mechanical systems and other property and systems necessary Tenant's Work; (ii) certification from Tenant that to the operation best of the Project. All its knowledge all of Tenant's work shall be done Work has been completed substantially in accordance with the manner plans and specifications therefor approved by Landlord and all local governmental and quasi-governmental authorities with jurisdiction; and (iii) a copy of the building permit and certificate of occupancy for Tenant's Work, showing that Tenant's Work has been finally approved by the appropriate building inspector, plus any other evidence reasonably required by Landlord indicating that all legal requirements for Tenant's occupancy of the Development Agreement Premises have been satisfied. Landlord shall pay the Construction Allowance to Tenant within fifteen (15) days after the date of Landlord's receipt of Tenant's Completion Notice. (c) Tenant shall deliver to Landlord, for Landlord's review and shall be completely lien-free approval, complete plans, specifications and working drawings which show in detail the intended design, construction and finishing of all portions of Tenant's Work, in sufficient detail for construction (except as provided in Sections 11.1 and 11.2 hereof, and except as otherwise permitted by the Development Agreement and the ESA"Tenant's Final Plans"). Tenant shall use commercially reasonable efforts to obtain warranties The design, materials and finish used for Tenant's Work from shall equal in quality or better than the design, materials and finish utilized by Tenant in the buildout of its contractors facilities located at ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. Within ten (10) days after Landlord's receipt of Tenant's Final Plans, Landlord shall either approve or disapprove Tenant's Final Plans. Failure by Landlord to respond within such ten (10) day period shall be conclusively deemed approval. If Landlord disapproves Tenant's Final Plans, then Landlord shall state in reasonable detail the changes which Landlord requires to be made thereto, and to enforce such warranties so that defects in Tenant shall resubmit the plans until approved by Landlord. Tenant's Work are corrected. If any warranties are will result in not assignable to Landlord, Tenant shall nevertheless use reasonable diligence to keep such warranties in effect and to enforce the same. Tenant further agrees that if it determines that any portion less than eighty percent (80%) of the usable space in the Premises being designed, built and used for a combination of offices, research and development labs, production and related support facilities such as restrooms, cafeterias, conference rooms and demo rooms (in such combination as shall be determined by Tenant). (d) Tenant's Work contains a material defectshall comply with all Applicable Requirements. Only new and first-class materials shall be used in the construction of Tenant's Work. (e) ▇▇▇▇▇▇▇▇ Construction, it Inc. is deemed approved by Landlord as Tenant's general contractor. If Tenant's selects another general contractor, such contractor shall promptly notify Landlord of such defect and of the action which Tenant proposes be subject to take or requires its contractors to take to remedy the same, provided that Tenant shall not take any action that may prejudice Landlord's ability to assert its warranty rights (if any) without Landlord's prior written consent. Without limiting approval. (f) Promptly following the foregoingEarly Possession Date, Landlord's approval of Tenant's Final Plans and receipt of any required permits and other governmental or regulatory approvals, Tenant reserves shall commence performance of and diligently pursue complete of Tenant's Work. In the right event that Tenant's Work is not completed within nine (9) months after the Early Possession, due to install its own security system causes within Tenant's reasonable control, and as a result Landlord has been unable to obtain permanent financing for the Industrial Center on the Project Site and Landlord, notwithstanding any other provision of this Lease terms comparable to the contrarypermanent financing terms that would be available to Landlord for the Industrial Center if Tenant's Work had been completed, understands and agrees that Tenant Landlord shall have the right to limit or restrict Landlord's access to the Project Site terminate this Lease for reasonable safety and security purposes, but subject to Landlord's rights under Section 14.1 below and as provided for in the ESA and the Development Agreement. Subject to the rights of Tenant under Sections 11.1 and 11.2 hereof, and except as permitted by the Development Agreement and the ESA, all of Tenant's Work shall be completed lien-free and Default in accordance with all Applicable Law. At Landlord's election, all Tenant's Work shall be coordinated with Landlord's construction manager the provisions of Paragraph 13.1 (who shall not unreasonably interfere with the rendition c). (g) Upon completion of Tenant's Work, Tenant shall submit to Landlord one (1) complete sets of as-built plans which shall be reproducible).