Common use of Construction of Tenant Improvements Clause in Contracts

Construction of Tenant Improvements. After the Landlord and Ground Lessor (in accordance with Paragraph 12 hereof) approve Tenant’s Plans and Tenant receives any necessary building permits, Tenant shall administer and diligently prosecute the construction of Tenant Improvements in accordance with Tenant’s Plans, in compliance with applicable Laws, and using building standard material, subject to Landlord’s right, at its election, to itself construct the Restroom Improvements. All Tenant Improvements (other than, if applicable, the Restroom Improvements) shall be constructed by Tenant’s Contractor (and/or its subcontractors), and Tenant shall be responsible for project management with respect to construction of the Tenant Improvements. During construction of the Tenant Improvements, Tenant and its contractors and subcontractors (i) shall not interfere with the access to, use of, or business conducted within any other portions of the Project by other tenants or occupants, (ii) shall use diligent efforts to coordinate the timing of work, deliveries and other construction matters with tenants or occupants of the Project that could be adversely impacted by such work, deliveries and construction matters, including, without limitation, by scheduling work CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. that would create noise, vibrations, dust or other similar annoyances to other tenants or occupants of the Project outside normal business hours, notwithstanding any additional cost (for overtime or otherwise) that Tenant may incur, (iii) shall clean and secure construction and staging areas daily, (iv) shall stage all construction and store all construction materials and equipment in a location designated by Landlord (in Landlord’s sole discretion) on the Project, and (v) shall otherwise abide by all rules and requirements established or imposed by Landlord relating to the performance of the Tenant Improvements, including rules relating to any required shutdown of utilities (including life-safety systems), storage of materials, and coordination of work with other tenant’s or occupant’s contractors. Tenant shall not be charged any construction management fee for Landlord’s review of Tenant’s Plans or any oversight of the construction of the Tenant Improvements.

Construction of Tenant Improvements. After Landlord shall, via the General Contractor, obtain all state and local licenses, permits and approvals (whether governmental or non‑governmental) required to construct the Tenant Improvements and for Tenant's occupancy of the Expansion Space. Landlord shall provide access to the General Contractor for Construction of the Tenant Improvements and Ground Lessor (in accordance with Paragraph 12 hereof) approve to the extent such access requires entry through space occupied by other tenants, Landlord shall provide for such access at its sole cost and expense. The Landlord shall engage, subject to Tenant’s Plans reasonable approval, a general contractor to construct the Tenant Improvements (the “General Contractor”). The General Contractor shall construct and Tenant receives any necessary building permits, Tenant shall administer and diligently prosecute install the construction of Tenant Improvements in accordance with the Plans which expense shall be deducted from the Upfit Allowance. The Tenant Improvements shall be delivered via Associated General Contractors (AGC) Guaranteed Maximum Price Contract (the "Contract") with Liquidated Damages of $500.00 per day, and a payment and performance bond. Any Liquidated Damages (less cost of collection) paid to Landlord shall accrue to the Tenant’s Plans; provided, however, any paid Liquidated Damages for any Tenant Delay shall accrue to Landlord. The General Contractor shall obtain at least three (3) bids for all major trade work at the Expansion Space. Landlord will work with the General Contractor to complete the Tenant Improvements by the Commencement Date. All contracts with vendors and subcontractors for construction of the Tenant Improvements will be negotiated by the General Contractor. All work performed in connection with the construction of the Expansion Space shall be performed in a good and workmanlike manner, in accordance with all Applicable Laws and the final approved Plans. If materials are not readily available, require quick ship charges, or require substitution, the Tenant will be given notice and the opportunity to select alternate materials. Landlord shall insure that the Architect conducts a periodic review (a minimum of once every two weeks) of the progress of construction to ensure compliance with applicable Laws, and using building standard materialthe Plans. Tenant may from time to time request in writing changes to the Plans (a “Change Order”), subject to Landlord’s rightconsent, at its election, which shall not be unreasonably withheld. Landlord shall cause Contractor to itself construct provide an estimate of any change in the Restroom ImprovementsConstruction Cost and/or Schedule. All Tenant Improvements shall have the right to elect whether or not to proceed with the Change Order within five (other than, if applicable, the Restroom Improvements5) shall be constructed business days after receipt of such estimate. Upon such approval by Tenant’s Contractor (, or confirmation by Landlord that the Change Order will not result in any change in cost and/or its subcontractors)Schedule, and Tenant Landlord shall be responsible for project management with respect to construction implement the Change Order as part of the Tenant Improvements. During construction Landlord acknowledges that Tenant may hire the General Contractor and/or any subcontractors to perform other work items (in accordance with the terms and conditions of the Lease) within the original Premises concurrently with the Tenant Improvements, Tenant and its contractors and subcontractors (i) shall provided such work does not interfere with the access to, use of, or business conducted within any other portions of the Project by other tenants or occupants, (ii) shall use diligent efforts to coordinate the timing of work, deliveries and other construction matters with tenants or occupants of the Project that could be adversely impacted by such work, deliveries and construction matters, including, without limitation, by scheduling work CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. that would create noise, vibrations, dust or other similar annoyances to other tenants or occupants of the Project outside normal business hours, notwithstanding any additional cost (for overtime or otherwise) that Tenant may incur, (iii) shall clean and secure construction and staging areas daily, (iv) shall stage all construction and store all construction materials and equipment in a location designated by Landlord (in Landlord’s sole discretion) on the Project, and (v) shall otherwise abide by all rules and requirements established or imposed by Landlord relating require changes to the performance of the Tenant Improvements, including rules relating to any required shutdown of utilities (including life-safety systems), storage of materials, and coordination of work with other tenant’s or occupant’s contractorsSchedule. Tenant shall not be charged any construction management fee for Landlord’s review of Tenant’s Plans or any oversight of acknowledges that the construction of following items may result in changes to the Tenant Improvements.Budget and/or Schedule:

Construction of Tenant Improvements. After Promptly following approval of the Final TI Working Drawings, Landlord shall apply for and Ground Lessor use reasonable efforts to obtain the necessary permits and approvals to allow construction of Landlord’s TI Work. Upon receipt of such permits and approvals, Landlord shall, at Tenant’s expense (subject to the application of the Tenant Improvement Allowance provided in this Workletter, and subject to any other applicable provisions of the Lease or of this Workletter expressly making any specific item of expense or cost the responsibility of Landlord), diligently construct and complete Landlord’s TI Work substantially in accordance with Paragraph 12 hereof) approve Tenant’s Plans and Tenant receives any necessary building permits, Tenant shall administer and diligently prosecute the construction of Tenant Improvements in accordance with Tenant’s Approved TI Plans, in compliance with applicable Laws, and using building standard material, subject to Landlord’s right, at its election, to itself construct the Restroom ImprovementsUnavoidable Delays and Tenant Delays (if any). All Tenant Improvements (other than, if applicable, the Restroom Improvements) Such construction shall be constructed by Tenant’s Contractor (and/or its subcontractors)performed in a good and workmanlike manner and shall conform to all applicable governmental codes, laws and Tenant regulations in force at the time such work is completed. Without limiting the generality of the foregoing, Landlord shall be responsible for project management compliance of Landlord’s TI Work with respect the requirements of the Americans with Disabilities Act and all similar or related requirements pertaining to access by persons with disabilities, but nothing in this sentence shall be construed to make Landlord responsible for bearing the cost of any such compliance, to the extent the compliance work is reasonably attributable to or related to the particular nature or design of the Tenant Improvements or is for any other reason expressly made Tenant’s cost or responsibility under any applicable provision of the Lease or of this Workletter. Landlord shall have the right, in its sole discretion, to decide whether and to what extent to use union labor on or in connection with Landlord’s Work, and shall use the TI General Contractor to construct all of Landlord’s TI Work. Landlord and Tenant shall each have a right to approve all subcontractors engaged in connection with the construction of the Tenant Improvements. During construction Improvements and to review and approve all competitive bids for any elements of the Tenant Improvements, Tenant and its contractors and subcontractors (i) shall such approval in each instance not interfere with the access toto be unreasonably withheld, use of, conditioned or business conducted within any other portions of the Project delayed by other tenants or occupants, (ii) shall use diligent efforts to coordinate the timing of work, deliveries and other construction matters with tenants or occupants of the Project that could be adversely impacted by such work, deliveries and construction matters, including, without limitation, by scheduling work CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. that would create noise, vibrations, dust or other similar annoyances to other tenants or occupants of the Project outside normal business hours, notwithstanding any additional cost (for overtime or otherwise) that Tenant may incur, (iii) shall clean and secure construction and staging areas daily, (iv) shall stage all construction and store all construction materials and equipment in a location designated by Landlord (in Landlord’s sole discretion) on the Project, and (v) shall otherwise abide by all rules and requirements established or imposed by Landlord relating to the performance of the Tenant Improvements, including rules relating to any required shutdown of utilities (including life-safety systems), storage of materials, and coordination of work with other tenant’s or occupant’s contractors. Tenant shall not be charged any construction management fee for Landlord’s review of Tenant’s Plans or any oversight of the construction of the Tenant Improvementseither party.

Construction of Tenant Improvements. After Following Landlord’s final approval of the Landlord and Ground Lessor (in accordance with Paragraph 12 hereof) approve Tenant’s Tenant Plans and Tenant receives any necessary building obtaining permits, Tenant shall administer and diligently prosecute the construction of Tenant Improvements in accordance with Tenant’s Plans, in compliance with applicable Laws, and using building standard material, subject to Landlord’s right, at its election, to itself construct the Restroom Improvements. All Tenant Improvements items (other than, if applicable, the Restroom Improvementsa) shall be constructed by Tenant’s Contractor — (and/or its subcontractors), and c) below Tenant shall be responsible for project management commence and diligently proceed with respect to the construction of the Tenant Improvements no later than three (3) Business Days following Tenant’s receipt of the Building Permit. Tenant shall hire a contractor acceptable to Landlord to complete the Tenant Improvements. During The Tenant Improvements shall be conducted with due diligence, in a good and workmanlike manner befitting a first class office building / lab space, and in accordance with the Tenant Plans and all applicable laws, codes, ordinances and rules and regulations of all governmental authorities having jurisdiction. Tenant shall apply for a construction permit for the Tenant Improvements (the “Building Permit”) no later than three (3) Business Days after receipt of Landlord’s approval of the Tenant ImprovementsPlans. Expenses for electric service and other separately metered utilities during Tenant’s build-out and move-in shall be the responsibility of Tenant. Subject to the waiver of subrogation set forth in the Lease, Tenant hereby agrees to indemnify Landlord and its contractors hold Landlord harmless from any and subcontractors (i) shall not interfere with the access to, use of, all claims for personal or business conducted within any other portions of the Project by other tenants or occupants, (ii) shall use diligent efforts to coordinate the timing of work, deliveries bodily injury and other construction matters with tenants or occupants of the Project property damage that could be adversely impacted by such work, deliveries and construction matters, including, without limitation, by scheduling work CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. that would create noise, vibrations, dust or other similar annoyances to other tenants or occupants of the Project outside normal business hours, notwithstanding any additional cost (for overtime or otherwise) that Tenant may incur, (iii) shall clean and secure construction and staging areas daily, (iv) shall stage all construction and store all construction materials and equipment in a location designated by Landlord (in Landlord’s sole discretion) on the Project, and (v) shall otherwise abide by all rules and requirements established or imposed by Landlord relating to arise from the performance of the Tenant Improvements, including rules relating whether resulting from the negligence or willful misconduct of its general contractors, subcontractors or otherwise, except to any required shutdown of utilities (including life-safety systems)the extent caused by Landlord, storage of materialsits employees, agents and coordination of work with other tenant’s or occupant’s contractors. Tenant and its contractors and subcontractors shall execute such additional documents as Landlord deems reasonably appropriate to evidence said indemnity. Tenant shall not be charged any construction management fee for Landlord’s review of Tenant’s Plans or any oversight of the construction of commence the Tenant Improvements.Improvements until the following is provided:

Construction of Tenant Improvements. After Prior to commencing the Landlord and Ground Lessor (in accordance with Paragraph 12 hereof) approve Tenant’s Plans and Tenant receives any necessary building permits, Tenant shall administer and diligently prosecute the construction of Tenant Improvements in accordance with Tenant’s Plans, in compliance with applicable Laws, and using building standard material, subject to Landlord’s right, at its election, to itself construct the Restroom Improvements. All Tenant Improvements (other than, if applicable, the Restroom Improvements) shall be constructed by Tenant’s Contractor (and/or its subcontractors), and Tenant shall be responsible for project management with respect to construction of the Tenant Improvements. During construction of the Tenant Improvements, Tenant and its contractors and subcontractors (i) shall not interfere with the access to, use of, or business conducted within any other portions of the Project by other tenants or occupants, (ii) shall use diligent efforts deliver to coordinate the timing of work, deliveries and other construction matters with tenants or occupants of the Project that could be adversely impacted by such work, deliveries and construction matters, including, without limitation, by scheduling work CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. that would create noise, vibrations, dust or other similar annoyances to other tenants or occupants of the Project outside normal business hours, notwithstanding any additional cost (for overtime or otherwise) that Tenant may incur, (iii) shall clean and secure construction and staging areas daily, (iv) shall stage all construction and store all construction materials and equipment in a location designated by Landlord (in Landlord’s sole discretiona) on the Project, and (v) shall otherwise abide by all rules and requirements established or imposed by Landlord relating to the performance of the Tenant Improvements, including rules relating to any required shutdown of utilities (including life-safety systems), storage of materials, and coordination of work with other tenant’s or occupant’s contractors. Tenant shall not be charged any construction management fee for Landlord’s review evidence of Tenant’s Plans or any oversight of insurance reasonably satisfactory to Landlord, which insurance shall be maintained throughout the construction of the Tenant Improvements, and (b) a project schedule in detail reasonably satisfactory to Landlord. In addition, Tenant shall require its general contractor to carry appropriate insurance, as determined by Tenant, but which shall include, without limitation, Commercial General Liability, Commercial Auto Liability and Workers Compensation, in amounts necessary to insure the project and the work related thereto against claims for bodily injury or death or property damage. Tenant’s contractors of all tiers shall name Landlord, Landlord’s managing agent, and any mortgagee requested by Landlord as additional insured on all liability policies required pursuant to this Section 3. Throughout the construction of the Tenant Improvements, Tenant shall notify Landlord promptly of any material deviations from such project schedule. Tenant or its contractor shall construct the Tenant Improvements in a good and workmanlike manner and in accordance with the CDs and all applicable governmental regulations. If Tenant shall fail to complete the Tenant Improvements by the Commencement Date, Tenant’s obligation to pay Minimum Annual Rent and Additional Rent hereunder shall nevertheless begin on the Commencement Date. Tenant shall keep Landlord reasonably notified regarding all material meetings with contractors and/or governmental officials regarding the Tenant Improvement work and Landlord shall have the right to attend such meetings. In addition, Landlord shall have the right, from time to time throughout the construction process, upon not less than two (2) business days’ notice, to enter upon the Leased Premises to perform periodic inspections of the Tenant Improvements. Tenant agrees to respond to and address promptly any reasonable concerns raised by Landlord during or as a result of such inspections.

Construction of Tenant Improvements. After Within ten (10) days after the Landlord and Ground Lessor (in accordance with Paragraph 12 date hereof) approve Tenant’s Plans and Tenant receives any necessary building permits, Tenant shall administer cause delivery to Landlord, for Landlord’s review and diligently prosecute approval two sets of blueline prints describing the Tenant Improvements (the “Preliminary Plans”) along with a draft budget for all of the Tenant Improvements (the “Budget”). Within ten (10) business days after receipt of Xxxxxx’s Preliminary Plans and the Budget, the Landlord will review the Preliminary Plans and the Budget and reply, either “approving”, “approving with notations” or “disapproving” the same. Xxxxxxxx’s approval shall not be unreasonably withheld, conditioned or delayed. If the Preliminary Plans or the Budget (or any portions of either) are rejected by the Landlord for any reason, the Preliminary Plans or Budget, as the case may be, must be corrected and re-submitted until fully approved by Landlord and Tenant. The Preliminary Plans, as submitted to, and approved by, Landlord are hereinafter referred to as the “Final Plans”. Landlord’s review of the Preliminary Plans and the Final Plans as set forth herein shall be for its sole purpose and shall not imply Landlord’s review of the same, or obligate Landlord to review the same, for quality design, code compliance or other like matters, and Landlord shall have no liability whatsoever in connection therewith and shall not be responsible for any omissions or errors contained in the Preliminary Plans or the Final Plans. Tenant shall retain a general contractor approved by Landlord (the “General Contractor”) pursuant to a construction of contract in form approved by Landlord (the “Construction Contract”), whereby the General Contractor is required to construct the Tenant Improvements in accordance with Tenant’s Plans, in compliance with applicable Laws, the Final Plans and using building standard material, subject to Landlord’s right, at its election, to itself construct the Restroom ImprovementsConstruction Contract. All Tenant Improvements (other than, if applicable, the Restroom Improvements) shall be constructed by Tenant’s Contractor (and/or its subcontractors), and Tenant shall cause Landlord to be responsible for project management recognized as an expressly intended third party beneficiary of the Construction Contract and to require the General Contractor to execute with respect to construction the Construction Contract an Acknowledgement of Third Party Beneficiary which is substantially in the Tenant Improvements. During construction of the Tenant Improvements, Tenant and its contractors and subcontractors (i) shall not interfere with the access to, use of, or business conducted within any other portions of the Project by other tenants or occupants, (ii) shall use diligent efforts to coordinate the timing of work, deliveries and other construction matters with tenants or occupants of the Project that could be adversely impacted by such work, deliveries and construction matters, including, without limitation, by scheduling work CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. that would create noise, vibrations, dust or other similar annoyances to other tenants or occupants of the Project outside normal business hours, notwithstanding any additional cost (for overtime or otherwise) that Tenant may incur, (iii) shall clean and secure construction and staging areas daily, (iv) shall stage all construction and store all construction materials and equipment in a location designated by Landlord (in Landlord’s sole discretion) on the Project, and (v) shall otherwise abide by all rules and requirements established or imposed by Landlord relating to the performance of the Tenant Improvements, including rules relating to any required shutdown of utilities (including life-safety systems), storage of materials, and coordination of work with other tenant’s or occupant’s contractors. Tenant shall not be charged any construction management fee for Landlord’s review of Tenant’s Plans or any oversight of the construction of the Tenant Improvements.form attached hereto as Exhibit A. 

Construction of Tenant Improvements. After the Landlord and Ground Lessor (in accordance with Paragraph 12 hereof) approve receipt of Landlord's approval of Tenant’s 's Plans and Tenant receives receipt of any necessary building permits, Tenant shall administer and diligently prosecute the construction of Tenant Improvements in accordance with the Warm Shell Plans and Tenant’s 's Plans. Tenant shall contract with either Devcon Construction, Rudoxxx xxx Sletxxx, XXR or Webcor Builders, to act as general contractor for the Tenant Improvements. The general contractor selected to complete the Tenant Improvements in compliance accordance with applicable Lawsthe preceding sentence shall be defined herein as the "Tenant Improvement Contractor". If Devcon Construction is not selected, Tenant shall ensure that the selected general contractor will work harmoniously with Landlord's contractor for the Base Building and with the Warm Shall Contractor and to ensure no interference with completion of the Base Building or Warm Shell Improvements, and using building standard material, subject to Landlord’s right, at its election, to itself construct the Restroom Improvementsany such interference shall constitute "Tenant Delay" hereunder. All Tenant Improvements shall be constructed using union labor for all trades. The construction contract for the Tenant Improvements (the "Tenant Improvement Contract") shall be in form and substance acceptable to Tenant and approved by Landlord in its reasonable discretion, and shall include, without limitation, requirements (i) that Tenant's Contractor carry such insurance as Landlord may reasonably require, and (ii) that Landlord, at Landlord's sole option, may succeed Tenant and enforce the Construction Contract in the event of a termination of the Lease. Both Landlord and Tenant shall have the full benefit of all contractor warranties in connection with the Warm Shell Improvements and the Tenant Improvements. Tenant shall direct and authorize Tenant's Contractors for the Warm Shell Improvements and for the Tenant Improvements to keep Landlord fully informed of the construction process for the Tenant Improvements by inviting Landlord to all project design and construction meetings and delivering to Landlord the minutes of all such meetings, and to provide Landlord with access to all documentation and other thaninformation in Tenant's Contractor's possession or control regarding construction of the Warm Shell Improvements and Tenant Improvements, if as applicable, provided that Landlord shall not be obligated to monitor or inspect construction of the Restroom Improvements) Warm Shell Improvements and/or Tenant Improvements or any information in connection therewith. All Warm Shell Improvements shall be constructed by Tenant’s Devcon Construction pursuant to the Warm Shell Contract, and all Tenant Improvements shall be constructed by the Tenant Improvement Contractor (and/or its subcontractors)pursuant to the Tenant Improvement Contract, and Tenant shall be responsible for project management with respect to construction of the Warm Shell Improvements and the Tenant Improvements. During construction of Tenant shall not, at any time prior to or during the Term, directly or indirectly employ, or permit the employment of, any contractor, mechanic or laborer in the Premises, whether in connection with the Warm Shell Improvements, the Tenant Improvements, Tenant and its contractors and subcontractors (i) shall not interfere with any Alterations made pursuant to the access to, use ofLease, or business conducted within otherwise, if it is reasonably foreseeable that such employment will materially interfere or cause any material conflict with other portions contractors, mechanics or laborers engaged in the construction, maintenance or operation of the Project by other tenants Landlord, Tenant or occupantsothers. In the event of any such interference or conflict, (ii) Tenant, upon demand of Landlord, shall use diligent efforts cause all contractors, mechanics or laborers causing such interference or conflict to coordinate immediately cease and desist from such interference or conflict. Installation of all Warm Shell Improvements and Tenant Improvements shall be coordinated with Landlord's contractor's schedule for the timing of workBase Building, deliveries and other shall be handled in such a manner as to not interfere with or delay construction matters with tenants or occupants completion of the Project that could be adversely impacted by such work, deliveries and construction matters, including, without limitation, by scheduling work CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. that would create noise, vibrations, dust or other similar annoyances to other tenants or occupants of the Project outside normal business hours, notwithstanding any additional cost (for overtime or otherwise) that Tenant may incur, (iii) shall clean and secure construction and staging areas daily, (iv) shall stage all construction and store all construction materials and equipment in a location designated by Landlord (in Landlord’s sole discretion) on the Project, and (v) shall otherwise abide by all rules and requirements established or imposed by Landlord relating to the performance of the Tenant Improvements, including rules relating to any required shutdown of utilities (including life-safety systems), storage of materials, and coordination of work with other tenant’s or occupant’s contractors. Tenant shall not be charged any construction management fee for Landlord’s review of Tenant’s Plans or any oversight of the construction of the Tenant ImprovementsBase Building.

Construction of Tenant Improvements. After Landlord shall obtain all state and local licenses, permits and approvals (whether governmental or non‑governmental) required to construct the Tenant Improvements and for Tenant's occupancy of the Premises. Landlord shall provide access to the General Contractor for Construction of the Tenant Improvements and Ground Lessor (in accordance with Paragraph 12 hereof) approve to the extent such access requires entry through space occupied by other tenants, Landlord shall provide for such access at its sole cost and expense. The Landlord shall engage, subject to Tenant’s Plans reasonable approval, a general contractor to construct the Tenant Improvements (the “General Contractor”). The General Contractor shall construct and Tenant receives any necessary building permits, Tenant shall administer and diligently prosecute install the construction of Tenant Improvements in accordance with the Plans which expense shall be deducted from the Tenant Improvement Allowance. The Tenant Improvements shall be delivered via Associated General Contractors (AGC) Guaranteed Maximum Price Contract (the "Contract") with Liquidated Damages of $500.00 per day for each day of delay in achieving in substantial completion beyond the date specified in the Contract, which date shall be no later than October 1, 2010, and a payment and performance bond. Any Liquidated Damages (less cost of collection) paid to Landlord shall accrue to the Tenant’s Plans; provided, however, any paid Liquidated Damages for any Tenant Delay shall accrue to Landlord. The General Contractor shall obtain at least three (3) bids for all major trade work at the Premises. Landlord will work with the General Contractor to complete the Tenant Improvements by the Commencement Date. All contracts with vendors and subcontractors for construction of the Tenant Improvements will be negotiated by the General Contractor. All work performed in connection with the construction of the Premises shall be performed in a good and workmanlike manner, in accordance with all Applicable Laws and the final approved Plans. If materials are not readily available, require quick ship charges, or require substitution, the Tenant will be given notice and the opportunity to select alternate materials. Landlord shall insure that the Architect conducts a periodic review (a minimum of once every two weeks) of the progress of construction to ensure compliance with applicable Laws, and using building standard materialthe Plans. Tenant may from time to time request in writing changes to the Plans (a “Change Order”), subject to Landlord’s rightconsent, at its election, which shall not be unreasonably withheld. Landlord shall cause Contractor to itself construct provide an estimate of any change in the Restroom ImprovementsConstruction Cost and/or Schedule. All Tenant Improvements shall have the right to elect whether or not to proceed with the Change Order within five (other than, if applicable, the Restroom Improvements5) shall be constructed business days after receipt of such estimate. Upon such approval by Tenant’s Contractor (, or confirmation by Landlord that the Change Order will not result in any change in cost and/or its subcontractors)Schedule, and Tenant Landlord shall be responsible for project management with respect to construction implement the Change Order as part of the Tenant Improvements. During construction of Tenant acknowledges that the Tenant Improvements, Tenant and its contractors and subcontractors (i) shall not interfere with the access to, use of, or business conducted within any other portions of the Project by other tenants or occupants, (ii) shall use diligent efforts to coordinate the timing of work, deliveries and other construction matters with tenants or occupants of the Project that could be adversely impacted by such work, deliveries and construction matters, including, without limitation, by scheduling work CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. that would create noise, vibrations, dust or other similar annoyances to other tenants or occupants of the Project outside normal business hours, notwithstanding any additional cost (for overtime or otherwise) that Tenant following items may incur, (iii) shall clean and secure construction and staging areas daily, (iv) shall stage all construction and store all construction materials and equipment result in a location designated by Landlord (in Landlord’s sole discretion) on the Project, and (v) shall otherwise abide by all rules and requirements established or imposed by Landlord relating changes to the performance of the Tenant Improvements, including rules relating to any required shutdown of utilities (including life-safety systems), storage of materials, and coordination of work with other tenant’s or occupant’s contractors. Tenant shall not be charged any construction management fee for Landlord’s review of Tenant’s Plans or any oversight of the construction of the Tenant Improvements.Budget and/or Schedule:

Construction of Tenant Improvements. After A. Following approval of the Landlord and Ground Lessor (in accordance with Paragraph 12 hereof) approve Tenant’s Final Plans and Tenant receives any necessary building permitsSpecifications, Tenant shall administer have the right to solicit bids from qualified and diligently prosecute approved General Contractors for the construction of Tenant Work. The General Contractor for the Tenant Improvements in accordance with Tenant’s Plans, in compliance with applicable Laws, and using building standard material, shall be subject to Landlord’s rightprior written approval, which approval shall not be unreasonably withheld or delayed, provided however, Landlord reserves the right not to approve a General Contractor which is, or is affiliates with, another real estate developer. Tenant shall also submit to Landlord a list of subcontractors which Tenant or its General Contractor proposes to use and Landlord shall have the right to approve such subcontractors, which approval shall not be unreasonably withheld or delayed. Without exception, Landlord requires that its contractor Simplex be utilized to make the appropriate connection to the fire alarm panel. Further, Xxxxxxxx’s contractor Automatic Building Controls must be utilized to integrate fan powered boxes into the Building Automation System at Tenant’s sole expense. Xxxxxxxx agrees to use its election, best efforts to itself construct cause such contractors to bill for such services at market rates. Tenant shall not permit or cause the Restroom ImprovementsGeneral Contractor to utilize any subcontractor not so approved by Landlord without first submitting the name of such other subcontractor to Landlord for its reasonable approval as aforesaid. Landlord shall notify Tenant within five (5) business days following submission of the name of a proposed contractor or subcontractor of the approval or disapproval of such contractor. All contractors and subcontractors for the Tenant Improvements (other than, if applicable, the Restroom Improvements) shall be constructed by Tenant’s Contractor licensed, of good reputation, have a demonstrated capability to perform quality workmanship, have financial capacity to complete the work, be experienced in performing work of the type contemplated in similar class office buildings, be familiar with high-rise construction to the extent relevant, be capable of working in harmony with other contractors in the Building, have good labor and minority relations, utilize union labor and be bondable (and/or even though bonds shall not be required). Landlord shall not unreasonably withhold its subcontractors)approval of contractors or subcontractors who meet the foregoing standards; provided, and however, that failure to meet the foregoing standards are merely examples of reasons for which Landlord might reasonably withhold approval, whether similar or dissimilar to the foregoing examples. Tenant shall deliver to Landlord copies of all contracts proposed to be responsible executed by Tenant for project management with respect to construction of the Tenant Improvements. During construction of the Tenant Improvements, Tenant and its contractors and subcontractors (i) which shall not interfere require the General Contractor to comply with the access to, use of, requirements of this Paragraph 5 and the Tenant Information Manual. The General Contractor shall obtain all required building and other permits and otherwise comply with all laws and governmental rules and regulations with respect to or business conducted within in any other portions of manner applicable to the Project by other tenants or occupants, (ii) shall use diligent efforts to coordinate the timing of work, deliveries Tenant Improvements and other construction matters with tenants or occupants of in the Project that could be adversely impacted by such Premises at all times prior to, during and following said work, deliveries and construction matters, including, without limitation, by scheduling work CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. that would create noise, vibrations, dust or other similar annoyances to other tenants or occupants the cost of the Project outside normal business hours, notwithstanding any additional which shall be a cost (for overtime or otherwise) that Tenant may incur, (iii) shall clean and secure construction and staging areas daily, (iv) shall stage all construction and store all construction materials and equipment in a location designated by Landlord (in Landlord’s sole discretion) on the Project, and (v) shall otherwise abide by all rules and requirements established or imposed by Landlord relating to the performance of the Tenant Improvements, including rules relating to any required shutdown of utilities (including life-safety systems), storage of materials, and coordination of work with other tenant’s or occupant’s contractors. Tenant shall not be charged any construction management fee for Improvements payable from the Landlord’s review of Tenant’s Plans or any oversight of Contribution to the construction of the Tenant Improvementsextent thereof.

Construction of Tenant Improvements. After Tenant has personally inspected the Leased Premises and accepts the same "AS IS" without representation or warranty by Landlord of any kind and Ground Lessor (with the understanding that Landlord shall have no responsibility with respect thereto except to construct Phase I and Phase II, as requested by Tenant and described in EXHIBIT "B", in a good and workmanlike manner and lien-free all the improvements designated in the Plans and Specifications and Landlord's obligations in the attached EXHIBITS "B" AND "B-1", which shall be in accordance with Paragraph 12 hereof) approve Tenant’s Plans and Tenant receives any necessary building permitsat the expense of the party indicated on EXHIBIT "B". As of February 1, 2001, Tenant may enter upon the Leased Premises for purposes of taking measurements, making plans, installing trade fixtures and telephones, erecting temporary or permanent signs and doing such other work as may be appropriate or desirable without being deemed thereby to have taken possession or obligated itself to Minimum Annual Rent or Additional Rent but Tenant agrees that all provisions of this Lease shall administer and diligently prosecute be applicable as of the construction date of Lease execution including but not limited to the following: (a) Landlord shall have no liability for injury to any person or damage to any property of Tenant Improvements in accordance with Tenant’s Plansstored on the Leased Premises except for damages caused by the willful act or gross negligence of Landlord or its employees or agents, in compliance with applicable Laws, and using building standard material, subject to Landlord’s right, at its election, to itself construct the Restroom Improvements. All (b) Tenant Improvements (other than, if applicable, the Restroom Improvements) shall be constructed by Tenant’s Contractor (and/or its subcontractors), and Tenant shall be responsible for project management with respect to construction of the Tenant Improvements. During construction of the Tenant Improvements, Tenant and its contractors and subcontractors (i) shall not interfere with Landlord's construction work on the access to, use of, or business conducted within any other portions of the Project by other tenants or occupantsLeased Premises, (iic) Tenant shall use diligent efforts indemnify, protect and hold harmless Landlord from and against any and all claims, demands, damages, losses, costs, expenses, liabilities and actions at law or in equity based upon any occurrence or condition arising out of or attributable to coordinate the timing Tenant's exercise of work, deliveries and other construction matters with tenants or occupants of the Project that could be adversely impacted by such work, deliveries and construction matters, including, without limitation, by scheduling work CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. that would create noise, vibrations, dust or other similar annoyances to other tenants or occupants of the Project outside normal business hours, notwithstanding any additional cost (for overtime or otherwise) that Tenant may incur, (iii) shall clean and secure construction and staging areas daily, (iv) shall stage all construction and store all construction materials and equipment in a location designated by Landlord (in Landlord’s sole discretion) on the Projectright, and (vd) Tenant shall otherwise abide by all rules be solely responsible for the obtaining any necessary permits for any such work it performs apart from and requirements established or imposed by Landlord relating in addition to the performance of work described in EXHIBIT "B" OR EXHIBIT "B-1", the Tenant Improvements, including rules relating to any required shutdown of utilities (including life-safety systems), storage of materials, and coordination of work with other tenant’s or occupant’s contractors. Tenant shall not be charged any construction management fee permitting for which is Landlord’s review of Tenant’s Plans or any oversight of the construction of the Tenant Improvements's sole responsibility.

Construction of Tenant Improvements. After Landlord shall retain OPI (“Contractor”) to construct the Landlord and Ground Lessor (in accordance with Paragraph 12 hereof) approve Tenant’s Plans and Tenant receives any necessary building permits, Tenant shall administer and diligently prosecute the construction of Tenant Improvements in accordance with Tenant’s Plans, in compliance with applicable Laws, and using building standard material, subject the Final Working Drawings. Landlord shall require that Contractor obtain at least three (3) competitive bids for each major trade. Landlord shall cause the Contractor to Landlord’s right, at its election, to itself construct the Restroom Improvements. All Tenant Improvements (other than, if applicable, in accordance with the Restroom Improvements) Final Working Drawings and all Laws in a good and workmanlike manner. Landlord shall be constructed by Tenant’s Contractor (and/or its subcontractors), and deliver the Leased Premises to Tenant shall be responsible for project management with respect to construction promptly upon Substantial Completion of the Tenant Improvements. During construction of the Tenant ImprovementsLandlord shall, Tenant and its contractors and subcontractors (i) shall not interfere with the access to, use of, or business conducted within any other portions of the Project by other tenants or occupants, (ii) shall use diligent efforts to coordinate the timing of work, deliveries and other construction matters with tenants or occupants of the Project that could be adversely impacted by such work, deliveries and construction matters, including, without limitation, by scheduling work CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. that would create noise, vibrations, dust or other similar annoyances to other tenants or occupants of the Project outside normal business hours, notwithstanding any additional cost (for overtime or otherwise) that Tenant may incur, (iii) shall clean and secure construction and staging areas daily, (iv) shall stage all construction and store all construction materials and equipment in a location designated by Landlord (in at Landlord’s sole discretioncost and expense, repair any defects in the Tenant Improvements (other than those caused by or resulting from the negligence or willful misconduct of a Tenant Party) for a period of one year following Substantial Completion thereof. Landlord hereby assigns, on the Projecta non-exclusive basis, to Tenant all warranties and (v) shall otherwise abide guaranties by all rules Contractor and requirements established or imposed by Landlord other third party contractors, subcontractors and vendors relating to the performance of Tenant Improvements from and after the date that is one year after Substantial Completion thereof. From and after such date, Tenant Improvementshereby waives all claims against Landlord relating to, including rules relating to any required shutdown of utilities (including life-safety systems), storage of materials, and coordination of work with other tenant’s or occupant’s contractors. Tenant shall not be charged any construction management fee for Landlord’s review of Tenant’s Plans or any oversight arising out of the construction of the Tenant Improvements. If Landlord fails to cause construction of the Tenant Improvements in accordance with this Work Letter and such failure continues for a period of thirty (30) days after written notice to Landlord, Tenant shall have the right at any time after such thirty (30) day period while such failure is continuing, to elect to undertake the Tenant Improvements on Landlord’s behalf and, upon such election Tenant shall have the right to offset the cost of such undertaking against payments of Rent due under the Lease (with interest accruing thereon at the lesser of 10% per annum or the then maximum rate of interest not prohibited or made usurious by Law from the date of the expenditure until the date Tenant has been reimbursed therefor through such offset), provided that notwithstanding any such undertaking, Tenant shall remain responsible for any Over-Allowance Amount. Any work so undertaken by Tenant shall be performed by the Contractor, Architect, and Engineers named herein unless otherwise approved in writing by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed.

Construction of Tenant Improvements. After the Tenant Improvement ----------------------------------- Plans have been prepared and approved, and building permits for the Tenant Improvements have been issued, Landlord and Ground Lessor (in accordance shall enter into a construction contract with Paragraph 12 hereof) approve Tenant’s Plans and Tenant receives any necessary building permits, Tenant shall administer and diligently prosecute its contractor for the construction installation of the Tenant Improvements in accordance with the Tenant Improvement Plans. The Tenant Improvements shall be constructed in a good, workmanlike and lien free manner, and in conformance with applicable building codes. Landlord shall supervise the completion of the Tenant Improvements at no charge to Tenant’s . Landlord shall cause the Tenant Improvements to be completed in accordance with the Work Schedule. The cost of the Tenant Improvements shall be paid as provided in Paragraph 6 below. ----------- Landlord shall cause to be prepared and delivered to Tenant, as quickly as possible upon Landlord's approval of the Tenant Improvement Plans, in compliance with applicable Laws, and using building standard material, subject to Landlord’s rightan estimate of the total cost for the Tenant Improvements ("Cost Estimate"). Within ten ------------- (10) days after receipt thereof, at its electionelection (i) Tenant may approve the Cost Estimate, or (ii) Tenant may make changes to the Tenant Improvement Plans that are necessary, in Tenant's opinion, to itself construct reduce costs. Notwithstanding anything to the Restroom Improvements. All contrary herein, Landlord shall not unreasonably withhold its approval of the Tenant Improvements (other thanImprovement Plans or changes to the Tenant Improvement Plans, if applicable, the Restroom Improvements) shall be constructed by Tenant’s Contractor (and/or its subcontractors), and Landlord and Tenant shall confer and negotiate in good faith to reach agreement upon the Tenant Improvement Plans, modifications to the Tenant Improvement Plans, and the Cost Estimate as a consequence of such modifications. The Tenant Improvement Plans shall be responsible bid by the Contractor to at least three (3) mutually approved subcontractors, if requested by Tenant. Landlord and Tenant shall have the right to receive the bids and Landlord agrees to permit Tenant to assist in negotiating subcontractor fees and bid costs for project management with respect labor and materials and to designate the lowest bidding subcontractor to be selected. Tenant shall have the right to reasonably approve the contract between Landlord and Contractor and to have copies of all contracts between the Contractor and the subcontracts. The construction agreement between Landlord and Contractor shall provide that Contractor shall (a) provide and pay for all labor, materials, equipment, tools, construction equipment and machinery, water, heat and utilities, transportation and other facilities and services necessary for proper execution and completion of the Tenant Improvements. During construction of the Tenant Improvements, Tenant ; (b) supervise and its contractors and subcontractors (i) shall not interfere with the access to, use of, or business conducted within any other portions of the Project by other tenants or occupants, (ii) shall use diligent efforts to coordinate the timing of work, deliveries and other construction matters with tenants or occupants of the Project that could be adversely impacted by such work, deliveries and construction matters, including, without limitation, by scheduling work CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. that would create noise, vibrations, dust or other similar annoyances to other tenants or occupants of the Project outside normal business hours, notwithstanding any additional cost (for overtime or otherwise) that Tenant may incur, (iii) shall clean and secure construction and staging areas daily, (iv) shall stage all construction and store all construction materials and equipment in a location designated by Landlord (in Landlord’s sole discretion) on the Project, and (v) shall otherwise abide by all rules and requirements established or imposed by Landlord relating to the performance of the Tenant Improvements, including rules relating to any required shutdown of utilities (including life-safety systems), storage of materials, and coordination of work with other tenant’s or occupant’s contractors. Tenant shall not be charged any construction management fee for Landlord’s review of Tenant’s Plans or any oversight of direct the construction of the Tenant Improvements using contractor's best skills and attention and be fully responsible for and have control over construction means, methods, techniques, sequences and procedures for coordinating all portions of the work under the contract; (c) review, approve and submit to Tenant's architect shop drawings, product data, samples and submittals required by the contract documents with promptness and in sequence as to cause no delay in the construction schedule; (d) take appropriate field measurements and verify field conditions before commencing construction of Tenant Improvements; and (e) take reasonable precautions for safety and provide reasonable protection to prevent damage, injury or loss.

Construction of Tenant Improvements. After the Landlord and Ground Lessor (in accordance with Paragraph 12 hereof) approve Upon Tenant’s Plans and Tenant receives payment to Landlord of the total amount of the cost of any necessary building permits, Tenant shall administer and diligently prosecute the construction of Tenant Improvements in accordance with Tenant’s Plans, in compliance with applicable Laws, and using building standard material, subject changes to Landlord’s right, at its election, to itself construct the Restroom Improvements. All Tenant Improvements (other than, if applicable, the Restroom Improvements) shall be constructed by Tenant’s Contractor (and/or its subcontractors), and Tenant shall be responsible for project management with respect to construction of the Tenant Improvements. During , if any, Landlord’s contractor shall commence and diligently proceed with the construction of the Tenant Improvements, subject to Tenant Delays (as described in Section 4 below) and its contractors and subcontractors Force Majeure Delays (i) shall not interfere with as described in Section 5 below). Promptly upon the access to, use of, or business conducted within any other portions of the Project by other tenants or occupants, (ii) shall use diligent efforts to coordinate the timing of work, deliveries and other construction matters with tenants or occupants of the Project that could be adversely impacted by such work, deliveries and construction matters, including, without limitation, by scheduling work CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. that would create noise, vibrations, dust or other similar annoyances to other tenants or occupants of the Project outside normal business hours, notwithstanding any additional cost (for overtime or otherwise) that Tenant may incur, (iii) shall clean and secure construction and staging areas daily, (iv) shall stage all construction and store all construction materials and equipment in a location designated by Landlord (in Landlord’s sole discretion) on the Project, and (v) shall otherwise abide by all rules and requirements established or imposed by Landlord relating to the performance commencement of the Tenant Improvements, including rules relating Landlord shall furnish Tenant with a construction schedule letter setting forth the projected completion dates therefor and showing the deadlines for any actions required to any required shutdown of utilities (including life-safety systems), storage of materialsbe taken by Tenant during such construction, and coordination of work with other tenant’s or occupant’s contractors. Tenant shall not be charged any construction management fee for Landlord’s review of Tenant’s Plans or any oversight of the Landlord may from time to time during construction of the Tenant Improvements modify such schedule. The Tenant Improvements shall be constructed and completed in accordance with all applicable Laws including ADA and Title 24 and any compliance-related obligations triggered by the Tenant Improvements (including statutory obligations, building code requirements, ADA requirements, and Title 24 obligations) shall be remedied at Landlord's sole cost, unless and to the extent such compliance-related obligations are required in connection with Tenant’s particular use of the Premises that is other than typical office use. Landlord shall be solely responsible for all claims, damages, or costs and expenses arising from the negligence or intentional misconduct of EXHIBIT B 4841-8439-3092.v2 Landlord’s contractors and agents in connection with the construction and completion of the Tenant Improvements, unless and to the extent such claims are caused by the negligence or willful misconduct of Tenant or any Tenant Indemnitees. Tenant shall have no duty to see that the Tenant Improvements, including the design or construction thereof, comply with applicable Laws, including all applicable codes, rules and regulations.

Construction of Tenant Improvements. After Tenant's approval of the cost estimate for Tenant's Plans, Landlord and Ground Lessor (in accordance with Paragraph 12 hereof) approve Tenant’s Plans and Tenant receives any necessary building permits, Tenant shall administer and diligently prosecute the construction of Tenant Improvements in accordance with Tenant’s 's Plans; provided, in compliance with applicable Lawshowever, and using building standard material, subject that Landlord shall not be required to Landlord’s right, at its election, to itself construct the Restroom Improvements. All install any Tenant Improvements which do not conform to the plans and specifications for the Base Building, or do not conform to any applicable regulations, laws, ordinances, codes and rules; such conformity shall be the obligation of Tenant (other thanthan mechanical, if applicableelectrical, plumbing and engineering components of the Tenant Improvements that are design/build by Landlord's contractor, the Restroom Improvements) conformity of which with Landlord's Plans and applicable laws shall be constructed the obligation of Landlord). After the cost estimate has been approved by Tenant’s Contractor (and/or its subcontractors), Landlord and Tenant as provided above, neither party shall be responsible for project management have the right to require extra work or change orders with respect to construction of the Tenant Improvements. During construction of the Tenant Improvements, Tenant and its contractors and subcontractors (i) shall not interfere with the access to, use of, or business conducted within any other portions of the Project by other tenants or occupants, (ii) shall use diligent efforts to coordinate the timing of work, deliveries and other construction matters with tenants or occupants of the Project that could be adversely impacted by such work, deliveries and construction matters, including, without limitation, by scheduling work CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. that would create noise, vibrations, dust or other similar annoyances to other tenants or occupants of the Project outside normal business hours, notwithstanding any additional cost (for overtime or otherwise) that Tenant may incur, (iii) shall clean and secure construction and staging areas daily, (iv) shall stage all construction and store all construction materials and equipment in a location designated by Landlord (in Landlord’s sole discretion) on the Project, and (v) shall otherwise abide by all rules and requirements established or imposed by Landlord relating to the performance of the Tenant Improvements, including rules relating to any required shutdown of utilities (including life-safety systems), storage of materials, and coordination of work with other tenant’s or occupant’s contractors. Tenant shall not be charged any construction management fee for Landlord’s review of Tenant’s Plans or any oversight of the construction of the Tenant Improvements without the prior written consent of the other, which consent shall not be unreasonably withheld or delayed. All change orders shall specify any change in the cost estimate as a consequence of the change order. All Tenant Improvements shall be constructed by Landlord's contractor, which shall be a reputable, unionized general contractor, subject to approval by Tenant which approval shall not be unreasonably withheld, who will complete the work in a good and workmanlike manner and in accordance with the approved Tenant's Plans and relevant laws and codes. Subject to the limitation on the General Contractor's fee imposed by Paragraph 5, Tenant approves the use of Devcon Construction, the General Contractor for the Base Building, as the General Contractor for the Tenant Improvements. Tenant shall be entitled to receive copies of all of the general contractor's progress payment request.

Construction of Tenant Improvements. After Tenant shall hire Xxxxxxxx, Inc., or another architect and engineer acceptable to Landlord who shall design the plans and specifications for the finishing of the Leased Premises (the "Tenant Improvements"). Tenant acknowledges that it has received and reviewed all information necessary from Landlord and Ground Lessor Landlord's representatives with respect to the Base Building, in order for Tenant's architect and engineer to complete the plans and specifications for the finishing of the Leased Premises (the "TI Plans and Specifications"). The TI Plans and Specifications are subject to the prior written approval of Landlord and Landlord's architect, which approvals shall not be unreasonably withheld or conditioned. Landlord shall notify Tenant within seven (7) calendar days following submission of the TI Plans and Specifications to Landlord of Landlord's approval or disapproval of same or of Landlord's requirement for and estimate of additional time to review the plans and specifications. Failure to respond to Tenant's request for approval within such seven calendar day period, shall be deemed to constitute approval thereof. The TI Plans and Specifications, when approved, shall be initialled by the parties, shall be attached hereto as "Exhibit C" and shall be incorporated into this Lease by reference. Subject to and except as otherwise provided in this Lease and further subject to and except for Landlord's responsibility for the Base Building Plans and Specifications and Base Building, Tenant shall bear full responsibility for the TI Plans and Specifications and the improvements to the Leased Premises constructed in accordance with Paragraph 12 hereof) approve Tenant’s the TI Plans and Tenant receives any necessary building permitsSpecifications, Tenant shall administer and diligently prosecute the construction of Tenant Improvements in accordance with Tenant’s Plans, as being in compliance with all applicable Lawsrequirements of law, and using building standard material, subject to Landlord’s right, at its election, to itself construct the Restroom Improvements. All Tenant Improvements (other than, if applicable, the Restroom Improvements) shall be constructed by Tenant’s Contractor (and/or its subcontractors), and Tenant shall be responsible for project management with respect to construction of the Tenant Improvements. During construction of the Tenant Improvements, Tenant and its contractors and subcontractors (i) shall not interfere with the access to, use of, or business conducted within any other portions of the Project by other tenants or occupants, (ii) shall use diligent efforts to coordinate the timing of work, deliveries and other construction matters with tenants or occupants of the Project that could be adversely impacted by such work, deliveries and construction matters, including, including without limitation, the ADA, as amended. Tenant releases Landlord from any claim by scheduling work CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. that would create noise, vibrations, dust or other similar annoyances to other tenants or occupants Tenant arising out of failure of the Project outside normal business hours, notwithstanding any additional Leased Premises to be in compliance with all applicable requirements of law. Landlord shall contribute Twenty-Eight Dollars and Fifty Cents ($28.50) multiplied by the Rentable Area of the Leased Premises ("Landlord's Initial Contribution") toward the cost (for overtime or otherwise) that Tenant may incur, (iii) shall clean and secure construction and staging areas daily, (iv) shall stage all construction and store all construction materials and equipment in a location designated by Landlord (in Landlord’s sole discretion) on the Project, and (v) shall otherwise abide by all rules and requirements established or imposed by Landlord relating to the performance of the Tenant Improvements, including rules relating to any required shutdown Tenant's architectural and engineering design fees, and the cost of utilities exterior signage (including life-safety systemsthe "Leased Premises Cost"). After the TI Plans and Specifications are approved, Landlord shall construct the Tenant Improvements and finish the Leased Premises for Tenant in accordance with the TI Plans and Specifications and the terms of the Tenant Improvements Construction Agreement hereinafter defined. The Leased Premises Cost shall include the total cost of all labor and materials incurred by Landlord in connection with finishing the Leased Premises, plus a fee of five percent (5%) of all hard costs in connection therewith, plus an additional general conditions fee of One Hundred Fourteen Thousand Dollars ($114,000) in connection therewith. In the event the Leased Premises Cost exceeds Three Million Dollars ($3,000,000.00), storage Landlord shall credit Tenant with sixty-seven percent (67%) of materialsthat portion of the general contractor's fee payable to Landlord's contractor (as discussed above) which exceeds One Hundred Fifty Thousand Dollars ($150,000.00), up to a maximum credit of Sixty-Seven Thousand Dollars ($67,000.00). For example, in the event the Leased Premises Cost is $5,000,000.00, said credit to Tenant shall be $67,000.00. ($5,000,000 x .05 = $250,000.00. $250,000,00 - $150,000.00 = $100,000. $100,000 x .67 = $67,000.00). Said credit shall be applied first to Tenant Improvements and then to installments of Basic Annual Rent due under this Lease. Subject to the following, any charges and expenses incurred for work and material respecting the finishing of the Leased Premises which are in excess of Landlord's Initial Contribution, up to Fifty-Seven Dollars ($57.00) multiplied by the Rentable Area of the Leased Premises ("Tenant's Minimum Contribution"), shall be paid by Tenant. In the event that the total cost of Tenant Improvements exceeds the amount of Landlord's Initial Contribution and Tenant's Minimum Contribution (i.e., $85.50 p.s.f.), and coordination of provided Tenant has fulfilled its obligations with respect to Tenant's Minimum Contribution, all charges and expenses incurred for work with other tenant’s or occupant’s contractors. Tenant shall not be charged any construction management fee for Landlord’s review of Tenant’s Plans or any oversight and material respecting the finishing of the construction Leased Premises over and above such amount, shall be initially shared equally by Landlord and Tenant with a maximum additional Landlord contribution of Twenty Dollars ($20.00) per rentable square foot of the Leased Premises ("Landlord's Additional Contribution"). Landlord's Additional Contribution, if any, shall be repaid by Tenant to Landlord in equal monthly installments together with the monthly rent payments, which installments shall be determined by amortizing Landlord's Additional Contribution, together with interest at the rate of ten and one-half percent (10.5%) per annum, over the original ten year term of this Lease. Any costs in connection with the finishing of the Leased Premises in excess of Landlord's Initial Contribution, Landlord's Additional Contribution and Tenant's Minimum Contribution shall be paid by Tenant. For example, if the Rentable Area of the Leased Premises is determined to be 42,900 square feet and the total cost of the Tenant Improvements is $5,000,000.00, then Landlord's total contribution to the Tenant Improvements would be $1,888,675.00, calculated as follows: Landlord's Initial Contribution of $1,222,650.00 (i.e. $28.50 x 42,900) is applied first toward the cost of the Tenant Improvements. [The next $2,445,300.00 (i.e. Tenant's Minimum Contribution of $57.00 per square foot) for the cost of the Tenant Improvements is the Tenant's responsibility]. At this point the remaining Tenant Improvements costs would be $1,332,050.00 [i.e. $5,000,000.00 - $3,667,950.00 (Landlord's Initial Contribution plus Tenant's Minimum Contribution) = $1,332,050.00].

Construction of Tenant Improvements. After Within ten (10) days after the Landlord and Ground Lessor (in accordance with Paragraph 12 date hereof) approve Tenant’s Plans and Tenant receives any necessary building permits, Tenant shall administer cause delivery to Landlord, for Landlord’s review and diligently prosecute approval two sets of blueline prints describing the Tenant Improvements (the “Preliminary Plans”) along with a draft budget for all of the Tenant Improvements (the “Budget”). Within ten (10) business days after receipt of Tenant’s Preliminary Plans and the Budget, the Landlord will review the Preliminary Plans and the Budget and reply, either “approving”, “approving with notations” or “disapproving” the same. Landlord’s approval shall not be unreasonably withheld, conditioned or delayed. If the Preliminary Plans or the Budget (or any portions of either) are rejected by the Landlord for any reason, the Preliminary Plans or Budget, as the case may be, must be corrected and re-submitted until fully approved by Landlord and Tenant. The Preliminary Plans, as submitted to, and approved by, Landlord are hereinafter referred to as the “Final Plans”. Landlord’s review of the Preliminary Plans and the Final Plans as set forth herein shall be for its sole purpose and shall not imply Landlord’s review of the same, or obligate Landlord to review the same, for quality design, code compliance or other like matters, and Landlord shall have no liability whatsoever in connection therewith and shall not be responsible for any omissions or errors contained in the Preliminary Plans or the Final Plans. Tenant shall retain a general contractor approved by Landlord (the “General Contractor”) pursuant to a construction of contract in form approved by Landlord (the “Construction Contract”), whereby the General Contractor is required to construct the Tenant Improvements in accordance with Tenant’s Plans, in compliance with applicable Laws, the Final Plans and using building standard material, subject to Landlord’s right, at its election, to itself construct the Restroom ImprovementsConstruction Contract. All Tenant Improvements (other than, if applicable, the Restroom Improvements) shall be constructed by Tenant’s Contractor (and/or its subcontractors), and Tenant shall cause Landlord to be responsible for project management recognized as an expressly intended third party beneficiary of the Construction Contract and to require the General Contractor to execute with respect to construction the Construction Contract an Acknowledgement of Third Party Beneficiary which is substantially in the Tenant Improvements. During construction of the Tenant Improvements, Tenant and its contractors and subcontractors (i) shall not interfere with the access to, use of, or business conducted within any other portions of the Project by other tenants or occupants, (ii) shall use diligent efforts to coordinate the timing of work, deliveries and other construction matters with tenants or occupants of the Project that could be adversely impacted by such work, deliveries and construction matters, including, without limitation, by scheduling work CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. that would create noise, vibrations, dust or other similar annoyances to other tenants or occupants of the Project outside normal business hours, notwithstanding any additional cost (for overtime or otherwise) that Tenant may incur, (iii) shall clean and secure construction and staging areas daily, (iv) shall stage all construction and store all construction materials and equipment in a location designated by Landlord (in Landlord’s sole discretion) on the Project, and (v) shall otherwise abide by all rules and requirements established or imposed by Landlord relating to the performance of the Tenant Improvements, including rules relating to any required shutdown of utilities (including life-safety systems), storage of materials, and coordination of work with other tenant’s or occupant’s contractors. Tenant shall not be charged any construction management fee for Landlord’s review of Tenant’s Plans or any oversight of the construction of the Tenant Improvements.form attached hereto as Exhibit A.

Construction of Tenant Improvements. After Following Landlord’s final approval of the Landlord and Ground Lessor (in accordance with Paragraph 12 hereof) approve Tenant’s Tenant Plans and Tenant receives any necessary building obtaining permits, Tenant shall administer commence and diligently prosecute proceed with the construction of Tenant Improvements in accordance with Tenant’s Plans, in compliance with applicable Laws, and using building standard material, subject to Landlord’s right, at its election, to itself construct the Restroom Improvements. All Tenant Improvements (other than, if applicable, the Restroom Improvements) shall be constructed by Tenant’s Contractor (and/or its subcontractors), and Tenant shall be responsible for project management with respect to construction of the Tenant Improvements. During construction Tenant shall hire a contractor reasonably acceptable to Landlord to complete the Tenant Improvements and shall provide Landlord with a copy of the construction contract and all amendments thereto prior to commencement of construction. The Tenant ImprovementsImprovements shall be conducted with due diligence, in a good and workmanlike manner befitting a first class office building, and in accordance with the Tenant Plans and all applicable laws, codes, ordinances and rules and regulations of all governmental authorities having jurisdiction and shall be performed in compliance with the terms and conditions of the Lease including without limitation Section 3.5 of the Original Lease. Once Tenant Improvements are commenced, Tenant and its contractors and subcontractors (i) shall not interfere complete construction as soon as is practicable but consistent with the access to, use of, or business conducted within any other portions schedule provided to the Landlord in connection with its approval of the Project by other tenants or occupants, (ii) shall use diligent efforts to coordinate the timing of work, deliveries Tenant’s Plans. Expenses for electric service and other separately metered utilities during Tenant’s construction matters with tenants shall be the responsibility of Tenant. Tenant hereby agrees to indemnify Landlord and hold Landlord harmless from any and all claims for personal or occupants of the Project bodily injury and property damage that could be adversely impacted by such work, deliveries and construction matters, including, without limitation, by scheduling work CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. that would create noise, vibrations, dust or other similar annoyances to other tenants or occupants of the Project outside normal business hours, notwithstanding any additional cost (for overtime or otherwise) that Tenant may incur, (iii) shall clean and secure construction and staging areas daily, (iv) shall stage all construction and store all construction materials and equipment in a location designated by Landlord (in Landlord’s sole discretion) on the Project, and (v) shall otherwise abide by all rules and requirements established or imposed by Landlord relating to arise from the performance of the Tenant Improvements, including rules relating whether resulting from the negligence or willful misconduct of its general contractors, subcontractors or otherwise. Tenant and its contractors and subcontractors shall execute such additional documents as Landlord deems reasonably appropriate to any required shutdown of utilities (including life-safety systems), storage of materials, and coordination of work with other tenant’s or occupant’s contractorsevidence said indemnity. Tenant shall not be charged any construction management fee for Landlord’s review of Tenant’s Plans or any oversight commence the Tenant Improvements until all items set forth in Section 9.3 of the construction Original Lease are provided to Landlord, including without limitation the evidence of the Tenant Improvementsinsurance required therein, copies of all contracts and copies of all required governmental permits and approvals.

Construction of Tenant Improvements. After Landlord shall obtain all state and local licenses, permits and approvals (whether governmental or non-governmental) required to construct the Landlord Tenant Improvements and Ground Lessor (in accordance with Paragraph 12 hereof) approve for Tenant’s Plans occupancy of the Premises. Landlord shall provide access to the General Contractor for Construction of the Tenant Improvements and to the extent such access requires entry through space occupied by other tenants, Landlord shall provide for such access at its sole cost and expense. The Landlord shall engage, subject to Tenant’s reasonable approval, a general contractor to construct the Tenant receives any necessary building permits, Tenant Improvements (the “General Contractor”). The General Contractor shall administer construct and diligently prosecute install the construction of Tenant Improvements in accordance with the Plans which expense shall be deducted from the Tenant Improvement Allowance. The Tenant Improvements shall be delivered via Associated General Contractors (AGC) Guaranteed Maximum Price Contract (the “Contract”) with Liquidated Damages of $500.00 per day for each day of delay in achieving in substantial completion beyond the date specified in the Contract, which date shall be no later than October 1, 2010, and a payment and performance bond. Any Liquidated Damages (less cost of collection) paid to Landlord shall accrue to the Tenant’s Plans; provided, however, any paid Liquidated Damages for any Tenant Delay shall accrue to Landlord. The General Contractor shall obtain at least three (3) bids for all major trade work at the Premises. Landlord will work with the General Contractor to complete the Tenant Improvements by the Commencement Date. All contracts with vendors and subcontractors for construction of the Tenant Improvements will be negotiated by the General Contractor. All work performed in connection with the construction of the Premises shall be performed in a good and workmanlike manner, in accordance with all Applicable Laws and the final approved Plans. If materials are not readily available, require quick ship charges, or require substitution, the Tenant will be given notice and the opportunity to select alternate materials. Landlord shall insure that the Architect conducts a periodic review (a minimum of once every two weeks) of the progress of construction to ensure compliance with applicable Laws, and using building standard materialthe Plans. Tenant may from time to time request in writing changes to the Plans (a “Change Order”), subject to Landlord’s rightconsent, at its election, which shall not be unreasonably withheld. Landlord shall cause Contractor to itself construct provide an estimate of any change in the Restroom ImprovementsConstruction Cost and/or Schedule. All Tenant Improvements shall have the right to elect whether or not to proceed with the Change Order within five (other than, if applicable, the Restroom Improvements5) shall be constructed business days after receipt of such estimate. Upon such approval by Tenant’s Contractor (, or confirmation by Landlord that the Change Order will not result in any change in cost and/or its subcontractors)Schedule, and Tenant Landlord shall be responsible for project management with respect to construction implement the Change Order as part of the Tenant Improvements. During construction of Tenant acknowledges that the Tenant Improvements, Tenant and its contractors and subcontractors (i) shall not interfere with the access to, use of, or business conducted within any other portions of the Project by other tenants or occupants, (ii) shall use diligent efforts to coordinate the timing of work, deliveries and other construction matters with tenants or occupants of the Project that could be adversely impacted by such work, deliveries and construction matters, including, without limitation, by scheduling work CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. that would create noise, vibrations, dust or other similar annoyances to other tenants or occupants of the Project outside normal business hours, notwithstanding any additional cost (for overtime or otherwise) that Tenant following items may incur, (iii) shall clean and secure construction and staging areas daily, (iv) shall stage all construction and store all construction materials and equipment result in a location designated by Landlord (in Landlord’s sole discretion) on the Project, and (v) shall otherwise abide by all rules and requirements established or imposed by Landlord relating changes to the performance of the Tenant Improvements, including rules relating to any required shutdown of utilities (including life-safety systems), storage of materials, and coordination of work with other tenant’s or occupant’s contractors. Tenant shall not be charged any construction management fee for Landlord’s review of Tenant’s Plans or any oversight of the construction of the Tenant Improvements.Budget and/or Schedule:

Construction of Tenant Improvements. After Prior to the Landlord and Ground Lessor (in accordance with Paragraph 12 hereof) approve Tenant’s Plans and Tenant receives any necessary building permits, Tenant shall administer and diligently prosecute the construction commencement of Tenant Improvements in accordance with Tenant’s Plans, in compliance with applicable Laws, and using building standard material, subject to Landlord’s right, at its election, to itself construct the Restroom Improvements. All Tenant Improvements (other than, if applicable, the Restroom Improvements) shall be constructed by Tenant’s Contractor (and/or its subcontractors), and Tenant shall be responsible for project management with respect to construction of the Tenant Improvements. During ----------------------------------- construction of the Tenant Improvements, Tenant shall: (a) obtain the approval of Landlord to the Tenant Improvements Drawings and its contractors Specifications, as set forth above; (b) obtain, at the sole cost and subcontractors (i) shall not interfere with the access toexpense of Tenant, use of, or business conducted within any other portions of the Project by other tenants or occupants, (ii) shall use diligent efforts to coordinate the timing of work, deliveries all building and other construction matters permits required to be issued in connection with tenants or occupants of the Project that could be adversely impacted by such work, deliveries and construction matters, including, without limitation, by scheduling work CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. that would create noise, vibrations, dust or other similar annoyances to other tenants or occupants of the Project outside normal business hours, notwithstanding any additional cost (for overtime or otherwise) that Tenant may incur, (iii) shall clean and secure construction and staging areas daily, (iv) shall stage all construction and store all construction materials and equipment in a location designated by Landlord (in Landlord’s sole discretion) on the Project, and (v) shall otherwise abide by all rules and requirements established or imposed by Landlord relating to the performance of the Tenant Improvements, including rules relating to any required shutdown of utilities (including life-safety systems), storage of materials, and coordination of work with other tenant’s or occupant’s contractors. Tenant shall not be charged any construction management fee for Landlord’s review of Tenant’s Plans or any oversight of the construction of the Tenant Improvements; (c) supply to Landlord, at Landlord's option but at the sole cost and expense of Tenant, payment and performance bonds naming Landlord as an obligee with respect to the construction contract for completion of the Tenant Improvements, each of such bonds being in an amount not less than the maximum amount of the construction contract made between Tenant and Tenant's General Contractor; and (d) provide, at the sole cost and expense of Tenant, to Landlord such builder's risk, liability, property damage and other insurance, covering Landlord, Tenant, Tenant's General Contractor and such other parties as Landlord shall reasonably deem necessary, in such amounts and with such coverages as Landlord, in its reasonable judgment, shall require. The Tenant Improvements shall be constructed by Tenant with new, first class materials, as typically employed in the construction of first class office buildings, and by skilled workmen. Upon Substantial Completion of the Tenant Improvements, Tenant shall supply to Landlord fully executed waivers of liens from the Tenant's General Contractor and each of the subcontractors employed by Tenant's General Contractor in connection with the Tenant Improvements. In the event that any mechanics' or materialmen's lien shall be filed against the Property in connection with, or as a result of, the construction of the Tenant Improvements, Tenant shall immediately cause the same to be discharged or bonded off, at Tenant's sole cost and expense. Furthermore, Tenant shall indemnify and hold Landlord harmless from and against any and all losses, damages, liabilities, costs or expenses that Landlord may suffer or incur as a result of, or in connection with, (i) the filing of any mechanics' or materialsmen's liens in connection with the Tenant Improvements, or (ii) the making of the Tenant Improvements by Tenant and any of the actions or omissions of Tenant or any of the agents, employees or contractors of Tenant in connection therewith.

Construction of Tenant Improvements. After Landlord, at Landlord’s sole cost and expense, shall provide Tenant Improvements based on the Landlord approved space plan and Ground Lessor (in accordance with Paragraph 12 hereof) approve work letter Tenant’s Plans Improvements shall be constructed and Tenant receives any necessary building permits, Tenant installed in a good and workmanlike manner and all materials used shall administer and diligently prosecute be of a quality comparable to those in the construction of Building. Any additional Tenant Improvements in accordance with beyond the scope of specifications on the approved space plan and work letter attached herein as “Exhibit C” shall be at the sole cost and expense of the Tenant’s Plans, in compliance with applicable Laws, and using building standard material, subject to Landlord’s right, at its election, to itself construct the Restroom Improvements. All Tenant Improvements (other thanshall be and remain the property of Landlord upon termination of this Lease; except as set forth in Section 13. To the extent that there are any additional Tenant’s Improvements to be completed by Tenant, if applicable, the Restroom Improvements) such Tenant’s Improvements shall be constructed and installed in a good and workmanlike manner and all materials used shall be of a quality comparable to those in the Building. Tenant shall maintain a safe working environment, including the continuation of all fire and security protection devices, if any, previously installed in the Premises by Landlord. All damages or injury done to the Premises or the Building by Tenant or by any persons who may be in or upon the Premises or the Building with the express or implied consent of Tenant’s Contractor (and/or its subcontractors), including but not limited to the cracking or breaking of any glass of windows and doors, shall be paid for by Tenant and Tenant shall pay for all damage to the Building caused by acts or omissions of Tenant or Tenant’s officers, contractors, subcontractors, agents, invitees, licensees, employees, successors or assigns. Landlord’s consent to or oversight of any work by Tenant, shall not be responsible deemed a warranty as to the adequacy of the design, workmanship or quality of materials, and Landlord hereby expressly disclaims any responsibility or liability for project management the same, except with respect to construction Landlord’s intentional misconduct. Landlord shall under no circumstances have any obligation to repair, maintain or replace any portion of the any Tenant Improvements. During construction Tenant has previously submitted the Plans and Specifications for Tenant Improvements (the “Plans”) to Landlord which are approved by Landlord. Tenant will promptly notify Landlord of any changes to the Final Plans that are required by the City of Seattle, in connection with any required permit approval, the costs of any such change shall be the sole responsibility of Tenant. Landlord will approve or reasonably disapprove the required changes in writing within five days after receiving notice of the same. If Landlord reasonably disapproves the changes required by the City of Seattle, Landlord and Tenant Improvementswill cooperate to develop changes to the Final Plans that are approved by both Landlord and the City of Seattle. Tenant will not occupy the Premises before the substantial completion of Tenant Improvements without Landlord’s prior written consent, Tenant and its contractors and subcontractors (i) shall not interfere with the access to, use of, or business conducted within any other portions of the Project by other tenants or occupants, (ii) shall use diligent efforts to coordinate the timing of work, deliveries and other construction matters with tenants or occupants of the Project that could which may be adversely impacted by such work, deliveries and construction matters, including, without limitation, by scheduling work CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. that would create noise, vibrations, dust or other similar annoyances to other tenants or occupants of the Project outside normal business hours, notwithstanding any additional cost (for overtime or otherwise) that Tenant may incur, (iii) shall clean and secure construction and staging areas daily, (iv) shall stage all construction and store all construction materials and equipment in a location designated by Landlord (withheld in Landlord’s sole discretion) on . If Landlord consents, Tenant, during the Projectearly occupancy period, may only install Tenant’s furniture, fixtures and (v) shall otherwise abide by equipment and must comply with and observe all terms and conditions of this Lease and any site rules and requirements established or imposed by Landlord relating to the performance of the Tenant Improvements, including rules relating to any required shutdown of utilities (including life-safety systems), storage of materials, and coordination of work with other tenant’s or occupant’s contractors. Tenant shall not be charged any construction management fee for Landlord’s review of Tenant’s Plans or any oversight of the construction of the Tenant Improvementscontractor.

Construction of Tenant Improvements. After Promptly following approval of the Final TI Working Drawings, Landlord shall apply for and Ground Lessor use reasonable efforts to obtain the necessary permits and approvals to allow construction of Landlord’s TI Work. Upon receipt of such permits and approvals, Landlord shall, at Tenant’s expense (subject to the application of the Tenant Improvement Allowance provided in this Workletter, and subject to any other applicable provisions of the Lease or of this Workletter expressly making any specific item of expense or cost the responsibility of Landlord), diligently construct and complete Landlord’s TI Work substantially in accordance with Paragraph 12 hereof) approve Tenant’s Plans and Tenant receives any necessary building permits, Tenant shall administer and diligently prosecute the construction of Tenant Improvements in accordance with Tenant’s Approved TI Plans, in compliance with applicable Laws, and using building standard material, subject to Landlord’s right, at its election, to itself construct the Restroom ImprovementsUnavoidable Delays and Tenant Delays (if any). All Tenant Improvements (other than, if applicable, the Restroom Improvements) Such construction shall be constructed by Tenant’s Contractor (and/or its subcontractors)performed in a good and workmanlike manner and shall conform to all applicable governmental codes, laws and Tenant regulations in force at the time such work is completed. Without limiting the generality of the foregoing. Landlord shall be responsible for project management compliance of Landlord’s TI Work with respect the requirements of the Americans with Disabilities Act and all similar or related requirements pertaining to access by persons with disabilities, but nothing in this sentence shall be construed to make Landlord responsible for bearing the cost of any such compliance, to the extent the compliance work is reasonably attributable to or related to the particular nature or design of the Tenant Improvements or is for any other reason expressly made Tenant’s cost or responsibility under any applicable provision of the Lease or of this Workletter. Landlord shall have the right, in its sole discretion, to decide whether and to what extent to use union labor on or in connection with Landlord’s Work, and shall use the TI General Contractor to construct all of Landlord’s TI Work, Landlord and Tenant shall each have a right to approve all subcontractors engaged in connection with the construction of the Tenant Improvements. During construction Improvements and to review and approve all competitive bids for any elements of the Tenant Improvements, Tenant and its contractors and subcontractors (i) shall such approval in each instance not interfere with the access toto be unreasonably withheld, use of, conditioned or business conducted within any other portions of the Project delayed by other tenants or occupants, (ii) shall use diligent efforts to coordinate the timing of work, deliveries and other construction matters with tenants or occupants of the Project that could be adversely impacted by such work, deliveries and construction matters, including, without limitation, by scheduling work CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. that would create noise, vibrations, dust or other similar annoyances to other tenants or occupants of the Project outside normal business hours, notwithstanding any additional cost (for overtime or otherwise) that Tenant may incur, (iii) shall clean and secure construction and staging areas daily, (iv) shall stage all construction and store all construction materials and equipment in a location designated by Landlord (in Landlord’s sole discretion) on the Project, and (v) shall otherwise abide by all rules and requirements established or imposed by Landlord relating to the performance of the Tenant Improvements, including rules relating to any required shutdown of utilities (including life-safety systems), storage of materials, and coordination of work with other tenant’s or occupant’s contractors. Tenant shall not be charged any construction management fee for Landlord’s review of Tenant’s Plans or any oversight of the construction of the Tenant Improvementseither party.

Construction of Tenant Improvements. After Tenant shall cause the construction of the Tenant Improvements to be carried out in compliance with the Working Plans, all applicable zoning laws and regulations, applicable covenants, conditions and restrictions, and otherwise in compliance with the provisions of the Lease. Prior to the commencement of construction, Tenant shall obtain course of construction and builder's "all risk" insurance in such amounts and form as Landlord requires, liability insurance in the form and Ground Lessor amounts required under the Lease, and such performance bonds in form and amounts as Landlord requires. Tenant shall cause the construction of the Tenant Improvements to be carried out with such materials, equipment, contractors and subcontractors as Tenant shall select, all of which shall be approved by Landlord. Landlord hereby approves of SIMAC CONSTRUCTION COMPANY as Tenant's general contractor for its construction of the Tenant Improvements, subject however to such general contractor complying with all applicable requirements of this Work Letter. Within ten (10) days after the approval of the final Working Plans in accordance with Paragraph 12 hereofsubparagraph (a) approve Tenant’s Plans and Tenant receives any necessary building permitsabove or as soon as is reasonably possible thereafter, Tenant shall administer submit to Landlord for its review and diligently prosecute approval (i) copies of all proposed construction contracts between Tenant and all contractors and between such contractors and all subcontractors for the Tenant Improvements, together with such background information on such contractors and subcontractors as Landlord may require; (ii) a listing of the make, model, type, grade and all other characteristics requested by Landlord, of all materials, equipment and fixtures which Tenant proposes to install in or use in connection with the Tenant Improvements; and (iii) a budget setting forth in itemized fashion the costs of all materials, equipment, fixtures, contractors, subcontractors, laborers, permits, fees, licenses, architectural services, and all other costs and expenses Tenant proposes to incur in connection with the construction of the Tenant Improvements, specifically also including development review reimbursements to be paid to Landlord for Landlord's actual third party costs incurred in connection with its review, oversight and related functions under this Work Letter in the maximum amount of Five Thousand Dollars ($5,000.00) (hereafter collectively the "Tenant Improvements in accordance with Tenant’s PlansCosts"). All such matters shall be subject to the approval of Landlord prior to the commencement of construction of the Tenant Improvements, in compliance with applicable LawsLandlord's reasonable discretion, and using building standard material, subject to Landlord’s right, at its election, to itself construct the Restroom Improvements. All Tenant Improvements (other than, if applicable, the Restroom Improvements) shall be constructed by Tenant’s Contractor (and/or its subcontractors), and Tenant shall be responsible have the responsibility to obtain all necessary construction and building permits and licenses necessary for project management with respect to the construction of the Tenant Improvements. During Tenant shall cause construction of the Tenant Improvements, Tenant Improvements in a good and its contractors and subcontractors (i) shall not interfere workmanlike manner in strict accordance with the access to, use of, or business conducted within any other portions of approved Working Plans. All Tenant Improvements Costs shall be paid for by and shall be the Project by other tenants or occupants, (ii) shall use diligent efforts to coordinate the timing of work, deliveries and other construction matters with tenants or occupants of the Project that could be adversely impacted by such work, deliveries and construction matters, including, without limitation, by scheduling work CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. that would create noise, vibrations, dust or other similar annoyances to other tenants or occupants of the Project outside normal business hours, notwithstanding any additional cost (for overtime or otherwise) that Tenant may incur, (iii) shall clean and secure construction and staging areas daily, (iv) shall stage all construction and store all construction materials and equipment in a location designated by Landlord (in Landlord’s sole discretion) on the Project, and (v) shall otherwise abide by all rules and requirements established or imposed by Landlord relating to the performance responsibility of the Tenant Improvements(other than to the extent reimbursed by the Allowance as set forth below), including rules relating to any required shutdown without limitation all costs of utilities (including life-safety systems)utilities, storage of materials, services and coordination of work with other tenant’s or occupant’s contractors. Tenant shall not be charged any construction management fee for Landlord’s review of Tenant’s Plans or any oversight insurance on the Premises arising out of the construction of the Tenant Improvements. All construction of the Tenant Improvements shall be performed and completed lien free, and Tenant hereby indemnifies and agrees to defend and hold Landlord and the Premises free and harmless from any and all claims, losses, damages, actions and causes of action as may be incurred as a result of work performed or materials furnished in connection with construction of the Tenant Improvements. Landlord shall have such rights to post notices of non-responsibility prior to the commencement of construction of the Tenant Improvements.

Construction of Tenant Improvements. After Upon the Lease Commencement Date, Landlord and Ground Lessor (shall deliver the Premises to Tenant in accordance with Paragraph 12 hereof) approve Tenant’s Plans and Tenant receives any necessary building permits, “as is” condition. Tenant shall administer be responsible, at its sole cost and diligently prosecute the construction of Tenant Improvements in accordance with Tenant’s Plans, in compliance with applicable Laws, and using building standard material, expense (subject to Landlord’s rightContribution as specified in Section 3 below) for building out the Premises pursuant to the final, at its electionapproved Tenant Construction Documents. In performing the Tenant Improvements, except as otherwise expressly provided in this Exhibit C, Tenant shall comply with all of the provisions of the Lease with respect to itself construct Alterations. Tenant shall cause the Restroom Improvements. All Tenant Improvements to the Premises pursuant to the Tenant Construction Documents to be built out by a contractor designated and employed by Tenant, subject to the following terms and conditions: (other thani) The contractor designated by Tenant ("Tenant's Contractor") must be qualified and experienced in constructing tenant improvements in first-class buildings comparable to the Building, if applicable, the Restroom Improvements) and must be approved by Landlord in its reasonable discretion. Subcontractors employed by Tenant's Contractor shall be constructed subject to similar approval by Landlord. (ii) All work performed by Tenant’s 's Contractor and its subcontractors shall be performed in a good and workmanlike manner, in accordance with all applicable laws and regulations and with the final approved Tenant Construction Documents. Landlord shall have the right to cause Tenant to correct, replace or remove any improvements installed in the Premises by Tenant's Contractor or subcontractors that do not comply with the preceding sentence. (and/or its subcontractors)iii) Tenant's Contractor and all subcontractors employed by Tenant's Contractor shall comply with all reasonable work rules and regulations adopted by Landlord for the Building, and shall coordinate on a weekly basis with Landlord's property manager concerning construction-related matters. (iv) Tenant's Contractor and subcontractors shall post payment and performance bonds if required to do so by Landlord, and shall maintain such insurance coverages as may be reasonably required by Landlord. (v) Should any mechanic's or materialman's lien or other construction lien be filed against the Premises or the Building with respect to the Tenant Improvements, Tenant shall promptly bond or pay off such lien. (vi) Tenant shall be solely responsible for project management the progress of construction for the Tenant Improvements to the Premises and for the quality or fitness thereof. Tenant shall be strictly liable for any damage to the Building or the base-building systems caused by Tenant, Tenant's Contractor, or any subcontractor (notwithstanding anything to the contrary contained in the Lease). (vii) Copies of all building permits, certificates of occupancy and other governmental and association notices, permits or licenses received with respect to construction of the Tenant ImprovementsImprovements shall be promptly furnished to Landlord. During construction (viii) Upon completion of the Tenant Improvements, Tenant and its contractors and subcontractors (i) shall not interfere with the access to, use of, or business conducted within any other portions deliver to Landlord a set of the Project by other tenants or occupants, (ii) shall use diligent efforts to coordinate the timing of work, deliveries and other construction matters with tenants or occupants of the Project that could be adversely impacted by such work, deliveries and construction matters, including, without limitation, by scheduling work CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. that would create noise, vibrations, dust or other similar annoyances to other tenants or occupants of the Project outside normal business hours, notwithstanding any additional cost (for overtime or otherwise) that Tenant may incur, (iii) shall clean and secure construction and staging areas daily, (iv) shall stage all construction and store all construction materials and equipment in a location designated by Landlord (in Landlord’s sole discretion) on the Project, and (v) shall otherwise abide by all rules and requirements established or imposed by Landlord relating to the performance Mylar-reproducible "as-built" drawings of the Tenant Improvements. Notwithstanding anything to the contrary, in the event that Tenant desires, as part of its Tenant Improvements and as shown on the approved Tenant Construction Documents, to convert the south-eastern car parking area to an area for trailer storage, then Landlord agrees to use commercially reasonable efforts to obtain approval from the Township of Robbinsville for such modification; provided that Tenant shall be responsible, at its sole cost and expense (but subject to the Landlord’s Contribution, as set forth below), for all costs and expenses of constructing such trailer storage area, including rules relating to without limitation any required shutdown of utilities (including life-safety systems), storage of materials, architectural and coordination of work with engineering costs and other tenant’s or occupant’s contractors. Tenant shall not be charged any construction management fee for Landlord’s review of Tenant’s Plans or any oversight of the construction of the Tenant Improvementscosts associated therewith.

Construction of Tenant Improvements. After the (a) Landlord shall, through a general contractor proposed by Landlord and Ground Lessor approved by Tenant (the "Contractor") furnish and install within the Leased Premises, certain items of general construction (the "Tenant Improvements") to be determined in the manner described in Paragraph 2 below. Landlord shall cause the Tenant Improvements to be constructed by the Contractor in accordance with Paragraph 12 hereof) approve Tenant’s Plans the plans and specifications to be approved by Landlord and Tenant receives pursuant to Paragraph 2 below. The quantities, character and manner of installation of all of the Tenant Improvements shall be subject to the limitations imposed by any necessary applicable governmental regulations relating to conservation of energy and by applicable building permitscodes and regulations and, subject thereto, Landlord shall cause all such work to be done by Contractor in accordance with all applicable governmental codes and regulations and pursuant to all applicable building permits required therefore. In addition, Tenant agrees that the Tenant Improvements shall administer and diligently prosecute not require Landlord to perform work which would (i) require changes to structural components of the Building or the exterior design of the Building; (ii) require any material modification to the Building's mechanical or electrical systems; or (iii) be incompatible with the Building plans filed with the City of Santa Clara. If any of the Tenant Improxxxxxts are specialized improvements particular to Tenant's use of the Leased Premises, Landlord may require that such Tenant Improvements be removed at the expiration or earlier termination of the Lease, in which case Landlord shall notify Tenant in writing upon delivery to Tenant of the Working Drawings (pursuant to Section3 below). (b) Landlord shall enter into a construction contract with the Contractor for the construction of the Tenant Improvements in accordance with a form reasonably approved by Tenant’s Plans, in compliance with applicable Lawswhich approval shall not be unreasonably withheld and shall be for a contract price acceptable to both Landlord and Tenant; provided, and using building standard materialhowever, subject to Landlord’s right, at its election, to itself construct that if the Restroom Improvements. All cost of constructing the Tenant Improvements (other than, if applicable, the Restroom Improvements) shall be constructed less than the amount of the Tenant Improvement Allowance (as defined below), Landlord shall not be required to obtain Tenant's approval as to the cost of such construction. The construction contract for the Tenant Improvements shall contain warranties of a nature customary in the marketplace that shall be assignable to and enforceable by Tenant’s Tenant against the Contractor and shall require that the Contractor designate Tenant as an additional insured as to all insurance to be carried by the Contractor (and/or its subcontractors), and Tenant shall be responsible for project management including public liability insurance in an amount of at least $2,000,000) in connection with respect to the construction of the Tenant Improvements. During construction of the Tenant Improvements, Tenant and its contractors and subcontractors (i) shall not interfere with the access to, use of, or business conducted within any other portions of the Project by other tenants or occupants, (ii) shall use diligent efforts to coordinate the timing of work, deliveries and other construction matters with tenants or occupants of the Project that could be adversely impacted by such work, deliveries and construction matters, including, without limitation, by scheduling work CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. that would create noise, vibrations, dust or other similar annoyances to other tenants or occupants of the Project outside normal business hours, notwithstanding any additional cost (for overtime or otherwise) that Tenant may incur, (iii) shall clean and secure construction and staging areas daily, (iv) shall stage all construction and store all construction materials and equipment in a location designated by Landlord (in Landlord’s sole discretion) on the Project, and (v) shall otherwise abide by all rules and requirements established or imposed by Landlord relating to the performance of the Tenant Improvements, including rules relating to any required shutdown of utilities (including life-safety systems), storage of materials, and coordination of work with other tenant’s or occupant’s contractors. Tenant shall not be charged any construction management fee for Landlord’s review of Tenant’s Plans or any oversight of the construction of the Tenant Improvements2.

Construction of Tenant Improvements. After Prior to commencing the Landlord and Ground Lessor (in accordance with Paragraph 12 hereof) approve Tenant’s Plans and construction of the Tenant receives Improvements or any necessary building permitsportion thereof, Tenant shall administer obtain all permits, authorizations, licenses, consents and diligently prosecute approvals, if any, required for Tenant to perform the construction of Tenant Improvements in accordance with Tenant’s Plans, in compliance with applicable Laws, and using building standard material, subject to Landlord’s right, at its election, to itself construct the Restroom Improvements. All Tenant Improvements (other thanthe "Permits"), including, without limitation, the Permit(s) required by the City of Indianapolis, if applicableany, with respect to the Restroom Tenant Improvements) shall be constructed by Tenant’s Contractor (and/or its subcontractors), and Tenant shall deliver to Landlord (a) copies of the Permits, (b) evidence of Tenant's insurance reasonably satisfactory to Landlord, which insurance shall be responsible for project management with respect to maintained throughout the construction of the Tenant Improvements, and (c) a project schedule in detail reasonably satisfactory to Landlord. During In addition, Tenant shall require its general contractor to carry appropriate insurance, as determined by Tenant, but which shall include, without limitation, Commercial General Liability, Commercial Auto Liability and Worker's Compensation, in amounts necessary to insure the project and the work related thereto against claims for bodily injury or death or property damage. Tenant's contractors of all tiers shall name Landlord, Landlord's managing agent, and any mortgagee requested by Landlord as additional insured on all liability policies required pursuant to this Section 3. Throughout the construction of the Tenant Improvements, Tenant shall notify Landlord promptly of any material deviations from such project schedule. Tenant or its contractor shall construct the Tenant Improvements in a good, first-class and its contractors workmanlike manner, free of defects and subcontractors (i) shall not interfere with the access to, use of, or business conducted within any other portions of the Project by other tenants or occupants, (ii) shall use diligent efforts to coordinate the timing of work, deliveries and other construction matters with tenants or occupants of the Project that could be adversely impacted by such work, deliveries and construction matters, including, without limitation, by scheduling work CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. that would create noise, vibrations, dust or other similar annoyances to other tenants or occupants of the Project outside normal business hours, notwithstanding any additional cost (for overtime or otherwise) that Tenant may incur, (iii) shall clean and secure construction and staging areas daily, (iv) shall stage all construction and store all construction using new materials and equipment of good quality, and in a location designated accordance with the CDs and all applicable Laws, permits and governmental regulations. If Tenant shall fail to complete the Tenant Improvements by Landlord (in Landlord’s sole discretion) the Commencement Date, Tenant's obligation to pay Minimum Annual Rent and Additional Rent hereunder shall nevertheless begin on the ProjectCommencement Date. Landlord shall have the right, and (v) shall otherwise abide by all rules and requirements established or imposed by Landlord relating from time to time throughout the performance construction process, to enter upon the Leased Premises to perform periodic inspections of the Tenant Improvements, including rules relating . Tenant agrees to respond to and address promptly any required shutdown reasonable concerns raised by Landlord during or as a result of utilities (including life-safety systems), storage of materials, and coordination of work with other tenant’s or occupant’s contractorssuch inspections. Tenant shall not be charged complete the Tenant Improvements within a commercially reasonable time after commencement of such work. Where no time period is specified above in this Exhibit B-2, Landlord shall respond to any construction management fee for written consent or approval request that is provided to Landlord within ten (10) business days of the receipt of such request, and Landlord’s review of Tenantfailure to provide its refusal or consent within such time period shall be deemed Landlord’s Plans consent or any oversight of approval to the construction of the Tenant Improvementsapplicable request. 4.

Construction of Tenant Improvements. After (a) Tenant shall exercise due di1l1gence in preparation of space plans, detailed construction plans, elevations of the facade, and paint schemes ("Tenant's Plans") for all improvements desired by Tenant or required for operation of Tenant's business, including without limitation all changes to the facade of the premises, construction of Automatic Teller Machines and exterior deposit boxes and all sidewalk improvements appurtenant thereto (the "Improvements"), and shall submit Tenant's Plans to Landlord for approval. Landlord shall have fifteen (15) business days from receipt of Tenants Plans in which to review and Ground Lessor (in accordance approve or disapprove them. If Landlord disapproves of Tenants Plans, Landlord shall provide Tenant with Paragraph 12 hereof) approve Tenant’s Plans written notification of the items of disapproval and Tenant receives shall modify Tenant's Plans accordingly. Landlord's approval will not be unreasonably withheld. Tenant shall cause the Improvements to be designed and constructed in compliance with all applicable laws, building codes and regulations, including but not limited to all laws, ordinances, rules and regulations relating to the Landmark status o! the Building, the Federal Americans with Disabilities Act of 1990 (Pub. L. No. 101-336, 104 Stat. 327), as amended, 42 U.S.C. ss.ss.12101 et seq., California Civil Code Sections 51 and 54.1, Title 24 of the California Administrative code, as amended, including without limitation all of its access, and labor, energy and economy, requirements, and all statutes, rules and regulations supporting and supplementing the foregoing, any necessary and all other laws, rules and regulations relating to the accessibility of the Premises to disabled persons, and all applicable federal, state and local building permitscodes, energy conservation ordinances and inspection and permit requirements, and any and all rules, regulations and requirements promulgated thereunder or under any similar laws, ordinances, rules, regulations and orders (collectively, the "Laws"). Any requests by Tenant during the term of this Lease and any option periods and subsequent terms to alter, add to or remove Improvements, or to make subsequent improvements, or for change orders during construction(any and all of which shall be referred to herein as "Subsequent Alterations"), shall be governed by the forgoing. During construction, Tenant shall administer and diligently prosecute permit Landlords representatives access to the construction of Tenant Improvements work in accordance order to inspect the work for compliance with Tenant’s Plans's Plans and all Laws. Such inspection shall not impose any liability or responsibility for the work on Landlord, in compliance with applicable Laws, it being understood and using building standard material, subject to Landlord’s right, at its election, to itself construct agreed that such inspection is solely for the Restroom Improvements. All Tenant Improvements (other than, if applicable, the Restroom Improvements) shall be constructed by Tenant’s Contractor (and/or its subcontractors), and Tenant shall be responsible for project management with respect to construction protection of the Tenant Improvements. During construction interests of the Tenant Improvements, Tenant Landlord and its contractors and subcontractors (i) shall not interfere with the access to, use of, intended to confer any benefit or business conducted within any other portions of the Project by other tenants or occupants, (ii) shall use diligent efforts to coordinate the timing of work, deliveries and other construction matters with tenants or occupants of the Project that could be adversely impacted by such work, deliveries and construction matters, including, without limitation, by scheduling work CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. that would create noise, vibrations, dust or other similar annoyances to other tenants or occupants of the Project outside normal business hours, notwithstanding any additional cost (for overtime or otherwise) that Tenant may incur, (iii) shall clean and secure construction and staging areas daily, (iv) shall stage all construction and store all construction materials and equipment in a location designated by Landlord (in Landlord’s sole discretion) on the Project, and (v) shall otherwise abide by all rules and requirements established or imposed by Landlord relating to the performance of the Tenant Improvements, including rules relating to any required shutdown of utilities (including life-safety systems), storage of materials, and coordination of work with other tenant’s or occupant’s contractors. Tenant shall not be charged any construction management fee for Landlord’s review of protection upon Tenant’s Plans or any oversight of the construction of the Tenant Improvements.

Construction of Tenant Improvements. After Tenant shall cause the Contractor (as defined on Exhibit D hereto) to install Tenant Improvements in the Leased Premises pursuant to Exhibit D. All building permit and municipal inspection fees payable with respect to such work shall be paid by Tenant. All additions to or improvements of the Leased Premises actually paid for by Tenant, including any Tenant Improvements (whether of Building Standard Improvements or Tenant Extra Improvements) actually paid for by Tenant and any Alterations, shall automatically (without the need for any additional documentation or actions on the part of the parties hereto) be and become the property of Landlord upon the expiration or sooner termination of this Lease and Ground Lessor (shall be surrendered to Landlord upon termination of this Lease by lapse of time or otherwise, subject to Tenant’s obligations to remove the same in accordance with Paragraph 12 hereofSection 5.19 below. Although Tenant Improvements (including any Tenant Extra Improvements) approve Tenant’s Plans become the property of Landlord upon the expiration or sooner termination of this Lease, they are intended to be for the convenience of Tenant and Tenant receives are not intended to be a substitute for Rent or any necessary building permitspart thereof. Notwithstanding the foregoing, Tenant shall administer be entitled to all depreciation, amortization and diligently prosecute the construction of Tenant Improvements in accordance with Tenant’s Plans, in compliance with applicable Laws, and using building standard material, subject to Landlord’s right, at its election, to itself construct the Restroom Improvements. All Tenant Improvements (other than, if applicable, the Restroom Improvements) shall be constructed by Tenant’s Contractor (and/or its subcontractors), and Tenant shall be responsible for project management tax benefits with respect to construction of the Tenant Improvements. During construction of the Tenant ImprovementsTenant’s Alterations and Tenant’s furniture, Tenant and its contractors and subcontractors equipment, machinery, trade-fixtures, goods or supplies (i) shall not interfere with the access to, use of, or business conducted within any other portions of the Project by other tenants or occupants, (ii) shall use diligent efforts to coordinate the timing of work, deliveries and other construction matters with tenants or occupants of the Project that could be adversely impacted by such work, deliveries and construction matters, including, without limitation, by scheduling work CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]Tenant’s Personal Property”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. that would create noise, vibrations, dust or other similar annoyances to other tenants or occupants of the Project outside normal business hours, notwithstanding any additional cost (for overtime or otherwise) that Tenant may incur, (iii) shall clean and secure construction and staging areas daily, (iv) shall stage all construction and store all construction materials and equipment in a location designated by Landlord (in Landlord’s sole discretion) on the Project, and (v) shall otherwise abide by all rules and requirements established or imposed by Landlord relating to the performance of the Tenant Improvements, including rules relating to any required shutdown of utilities (including life-safety systems), storage of materials, and coordination of work with other tenant’s or occupant’s contractors. Tenant shall have the right to remove Tenant’s Personal Property at any time during the Term, provided that Tenant repairs all damage caused by such removal. Notwithstanding anything in this Lease to the contrary, any equipment, machinery, or other improvements of any nature whatsoever that are connected to or integrated into the Building Systems shall not be charged any construction management fee for Landlord’s review of deemed Tenant’s Plans or any oversight Personal Property for purposes of the construction of the Tenant Improvementsthis Lease.

Construction of Tenant Improvements. The Tenant Improvement Plans shall be submitted by Landlord to the appropriate governmental body for plan checking and the issuance of a building permit. Tenant shall cause to be made to the Tenant Improvement Plans any changes necessary to obtain the building permit. After final approval of the Tenant Improvement Plans by applicable governmental authorities, no further changes may be made thereto without the prior written approval of both Landlord and Ground Lessor Tenant, and then only after agreement by Tenant to pay any excess costs resulting from the design and/or construction of such changes. Landlord shall solicit competitive bids from at least three (3) general contractors designated by Landlord (subject to Tenant's approval, which shall not be unreasonably withheld or delayed) for the Initial Tenant Work, and the contract for the Initial Tenant Work shall, unless otherwise instructed by Tenant, be awarded to the general contractor submitting the lowest bid in accordance with Paragraph 12 hereof) approve Tenant’s Plans and the bid documents. After a building permit for the Tenant receives any necessary building permitsImprovements has been issued, Tenant Landlord shall administer and diligently prosecute cause such general contractor to begin installation of the construction of Tenant Improvements in accordance with Tenant’s the Tenant Improvement Plans. Landlord shall supervise the completion of such work and shall diligently pursue substantial completion of the work. Landlord shall have the right to substitute comparable materials or finishes in the event such items are unavailable, in compliance with applicable Laws, and using building standard material, subject to Landlord’s right, at its electionbut, to itself construct the Restroom Improvements. All Tenant Improvements (other thanextent practicable, if applicableshall obtain Tenant's prior consent thereto, the Restroom Improvements) shall be constructed by Tenant’s Contractor (and/or its subcontractors), and Tenant shall be responsible for project management with respect to construction of the Tenant Improvements. During construction of the Tenant Improvements, Tenant and its contractors and subcontractors (i) shall not interfere with the access to, use of, or business conducted within any other portions of the Project by other tenants or occupants, (ii) shall use diligent efforts to coordinate the timing of work, deliveries and other construction matters with tenants or occupants of the Project that could be adversely impacted by such work, deliveries and construction matters, including, without limitation, by scheduling work CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. that would create noise, vibrations, dust or other similar annoyances to other tenants or occupants of the Project outside normal business hours, notwithstanding any additional cost (for overtime or otherwise) that Tenant may incur, (iii) shall clean and secure construction and staging areas daily, (iv) shall stage all construction and store all construction materials and equipment in a location designated by Landlord (in Landlord’s sole discretion) on the Project, and (v) shall otherwise abide by all rules and requirements established or imposed by Landlord relating to the performance of the Tenant Improvements, including rules relating to any required shutdown of utilities (including life-safety systems), storage of materials, and coordination of work with other tenant’s or occupant’s contractors. Tenant which consent shall not be charged unreasonably withheld or delayed. Landlord shall in no event be liable for any direct or indirect damages as a result of delays in construction management fee for Landlord’s review due to Force Majeure, or due to delays or other acts or omissions by Tenant (or its architect or anyone performing services on behalf of Tenant’s Plans or any oversight of the construction of the Tenant Improvements).

Construction of Tenant Improvements. After Promptly after acceptance of the Premises Contract (including approval of the price for the work) and receipt of the Construction Payment (as defined in Section 12 below) and approval of the Working Drawings, Landlord and Ground Lessor (in accordance with Paragraph 12 hereof) approve Tenant’s Plans and Tenant receives any necessary building permits, Tenant shall administer and diligently prosecute the construction of Tenant Improvements in accordance with Tenant’s Plansthe final, approved and permitted Working Drawings (which work shall be added to and included within the definition of “TI Work” set forth in compliance Paragraph 1 of this Workletter ); provided, however, that Landlord shall not be required to install any Tenant Improvements that do not conform to the approved Working Drawings, or conflict with elements of the approved Working Drawings, or do not comply with applicable Laws, and using building standard material, subject to Landlord’s right, at its election, to itself construct Regulations; such conformity being the Restroom Improvementsobligation of Tenant. All Tenant Improvements (other than, if applicable, the Restroom Improvements) shall be constructed by Tenant’s Contractor (and/or its subcontractors), Landlord and Tenant shall use diligent and continuous efforts to achieve the dates set forth in Schedule B-5 attached hereto, which dates are estimated target dates only and Landlord shall not be responsible liable for project management failure to meet such deadlines. As used herein, Tenant shall be construed to include Tenant’s consultants and Landlord shall be construed to include Landlord’s consultants, each of whom shall be instructed to respond in accordance with respect the terms of this Workletter and to construction fully cooperate with the other party. Landlord shall diligently pursue Substantial Completion of the Tenant Improvements. During construction The schedule set forth on Schedule B-5 shall be updated as changes occur and provided to Tenant for its information and as a guide for progress of the Tenant Improvements, Tenant and its contractors and subcontractors (i) shall not interfere with the access to, use of, or business conducted within any other portions of the Project by other tenants or occupants, (ii) shall use diligent efforts to coordinate the timing of work, deliveries and other construction matters with tenants or occupants of the Project that could be adversely impacted by such work, deliveries and construction matters, including, without limitation, by scheduling work CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. that would create noise, vibrations, dust or other similar annoyances to other tenants or occupants of the Project outside normal business hours, notwithstanding any additional cost (for overtime or otherwise) that Tenant may incur, (iii) shall clean and secure construction and staging areas daily, (iv) shall stage all construction and store all construction materials and equipment in a location designated by Landlord (in Landlord’s sole discretion) on the Project, and (v) shall otherwise abide by all rules and requirements established or imposed by Landlord relating to the performance of the Tenant Improvements, including rules relating to any required shutdown of utilities (including life-safety systems), storage of materials, and coordination of work with other tenant’s or occupant’s contractors. Tenant shall not be charged any construction management fee for Landlord’s review of Tenant’s Plans or any oversight of the construction of the Tenant Improvements.

Construction of Tenant Improvements. After the Landlord and Ground Lessor (in accordance with Paragraph 12 hereof) approve Tenant’s Plans and Tenant receives any necessary building permitsSubject to Section 6.01(a), Tenant shall administer accepts the Premises in their present condition and diligently prosecute the construction of Tenant Improvements in accordance with Tenant’s Plans, in compliance with applicable Laws, and using building standard material, subject to Landlord’s right, at its election, to itself construct the Restroom Improvements. All Tenant Improvements (other than, if applicable, the Restroom Improvements) shall be constructed by Tenant’s Contractor (and/or its subcontractors), and Tenant shall be solely responsible for project management with respect to the construction of the Tenant Improvements. During construction Tenant shall improve the Premises in accordance with the Plans and Specifications and such requirements and upon such conditions as Landlord may impose in accordance with normal standards currently in use by Landlord (the 'Work'). Tenant shall prepare a preliminary layout with Landlord's cooperation and for Landlord's approval, which approval shall not be unreasonably withheld or delayed. Landlord shall use its best efforts to notify Tenant of Landlord's approval or disapproval of the layout within five (5) days of Landlord's receipt. Upon approval of the layout, Tenant shall prepare working drawings adequate in detail to perform the Work and shall have necessary mechanical (sprinkler, air conditioning, heating, electrical and plumbing) drawings prepared in consultation with a mechanical engineer covering mechanical 1988 Southern California Chapter Initials ________ of the Society of Industrial and Office Realtors, Inc. (Multi-Tenant Gross Form) elements of the Work. The drawings, together with the preliminary layout, are referred to as the 'Plans and Specifications.' All costs of preparing the Plans and Specifications and performing the Work in excess of the Tenant Improvements, Tenant Improvement Allowance shall be at Tenant's sole cost and its contractors and subcontractors (i) shall not interfere with the access to, use of, expense. Any review or business conducted within any other portions approval by Landlord of the Project by other tenants Plans and Specifications shall be done without any representation or occupantswarranty whatsoever to Tenant with respect to the adequacy, (ii) shall use diligent efforts to coordinate the timing of work, deliveries and other construction matters with tenants correctness or occupants of the Project that could be adversely impacted by such work, deliveries and construction matters, including, without limitation, by scheduling work CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. that would create noise, vibrations, dust or other similar annoyances to other tenants or occupants of the Project outside normal business hours, notwithstanding any additional cost (for overtime efficiency thereof or otherwise) that Tenant may incur, (iii) . The Work shall clean and secure construction and staging areas daily, (iv) shall stage all construction and store all construction materials and equipment be performed pursuant to a general contract with a reputable licensed contractor with experience in a location designated by Landlord (constructing tenant improvements in Landlord’s sole discretion) on the Project, and (v) shall otherwise abide by all rules and requirements established or imposed by Landlord relating to the performance of the Tenant Improvements, including rules relating to any required shutdown of utilities (including life-safety systems), storage of materials, and coordination of work with other tenant’s or occupant’s contractorssimilar buildings in San Diego County. Tenant shall select the contractor subject to Landlord's approval, which shall not be charged unreasonably withheld or delayed. Landlord shall have no liability for any construction management fee for Landlord’s review of Tenant’s Plans defects or any oversight of deficiencies in the construction of the Tenant ImprovementsWork.

Construction of Tenant Improvements. After Landlord, at Landlord’s sole costs and expense, shall provide Tenant Improvements based on the Landlord Build out Specification letter submitted by Rxxxxxx Studio and Ground Lessor dated May 7, 2012 with the exception of the carpet selection which shall be modified to J+J Invision, Problem Solved (in accordance with Paragraph 12 hereof) approve 6572), 1201 super glue. Tenant’s Plans Improvements shall be constructed and Tenant receives any necessary building permits, Tenant installed in a good and workmanlike manner and all materials used shall administer and diligently prosecute be of a quality comparable to those in the construction of Building. Any additional Tenant Improvements beyond the scope of specifications noted in accordance with the May 7, 2012 letter and the modification noted in this Section 5 shall be at the sole cost and expense of the Tenant’s Plans, in compliance with applicable Laws, and using building standard material, subject to Landlord’s right, at its election, to itself construct the Restroom Improvements. All Tenant Improvements (other thanshall be and remain the property of Landlord upon termination of this Lease; except as set forth in Section 13. To the extent that there are any additional Tenant’s Improvements to be completed by Tenant, if applicable, the Restroom Improvements) such Tenant’s Improvements shall be constructed and installed in a good and workmanlike manner and all materials used shall be of a quality comparable to those in the Building. Tenant shall maintain a safe working environment, including the continuation of all fire and security protection devices, if any, previously installed in the Premises by Landlord. All damages or injury done to the Premises or the Building by Tenant or by any persons who may be in or upon the Premises or the Building with the express or implied consent of Tenant’s Contractor (and/or its subcontractors), including but not limited to the cracking or breaking of any glass of windows and doors, shall be paid for by Tenant and Tenant shall pay for all damage to the Building caused by acts or omissions of Tenant or Tenant’s officers, contractors, subcontractors, agents, invitees, licensees, employees, successors or assigns. Landlord’s consent to or oversight of any work by Tenant, shall not be responsible for project management with respect deemed a warranty as to construction the adequacy of the Tenant Improvements. During construction of the Tenant Improvementsdesign, Tenant and its contractors and subcontractors (i) shall not interfere with the access to, use of, workmanship or business conducted within any other portions of the Project by other tenants or occupants, (ii) shall use diligent efforts to coordinate the timing of work, deliveries and other construction matters with tenants or occupants of the Project that could be adversely impacted by such work, deliveries and construction matters, including, without limitation, by scheduling work CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. that would create noise, vibrations, dust or other similar annoyances to other tenants or occupants of the Project outside normal business hours, notwithstanding any additional cost (for overtime or otherwise) that Tenant may incur, (iii) shall clean and secure construction and staging areas daily, (iv) shall stage all construction and store all construction materials and equipment in a location designated by Landlord (in Landlord’s sole discretion) on the Project, and (v) shall otherwise abide by all rules and requirements established or imposed by Landlord relating to the performance of the Tenant Improvements, including rules relating to any required shutdown of utilities (including life-safety systems), storage quality of materials, and coordination Landlord hereby expressly disclaims any responsibility or liability for the same, except with respect to Landlord’s intentional misconduct. Landlord shall under no circumstances have any obligation to repair, maintain or replace any portion of work any Tenant Improvements. Tenant has previously submitted the Plans and Specifications for Tenant Improvements (the “Plans”) to Landlord which are approved by Landlord. Tenant will promptly notify Landlord of any changes to the Final Plans that are required by the City of Seattle, in connection with other tenant’s any required permit approval, the costs of any such change shall be the sole responsibility of Tenant. Landlord will approve or occupant’s contractorsreasonably disapprove the required changes in writing within five days after receiving notice of the same. If Landlord reasonably disapproves the changes required by the City of Seattle, Landlord and Tenant will cooperate to develop changes to the Final Plans that are approved by both Landlord and the City of Seattle. Tenant shall not be charged have right to access the Premises two (2) weeks prior to the Commencement Date in order to install Tenant’s furniture, fixtures and equipment subject to the substantial completion of Tenant Improvements and must comply with and observe all terms and conditions of this Lease and any construction management fee for site rules imposed by Landlord’s review of Tenant’s Plans or any oversight of the construction of the Tenant Improvementscontractor.

Construction of Tenant Improvements. After the Landlord and Ground Lessor (in accordance with Paragraph 12 hereof) approve Tenant’s Plans and Tenant receives any necessary building permitsapproval of the cost estimate for Tenant’s Plans, Tenant Landlord shall administer and diligently prosecute the construction of Tenant Improvements in accordance with Tenant’s Plans; provided, in compliance with however, that Landlord shall not be required to install any Tenant Improvements which do not conform to the plans and specifications for the Base Building, or do not conform to any applicable Lawsregulations, laws, ordinances, codes and using building standard materialrules; such conformity shall be the obligation of Tenant (other than mechanical, subject to electrical, plumbing and engineering components of the Tenant Improvements that are design/build by Landlord’s right, at its election, to itself construct the Restroom Improvements. All Tenant Improvements (other than, if applicablecontractor, the Restroom Improvements) conformity of which with Landlord’s Plans and applicable laws shall be constructed the obligation of Landlord). After the cost estimate has been approved by Tenant’s Contractor (and/or its subcontractors), Landlord and Tenant as provided above, neither party shall be responsible for project management have the right to require extra work or change orders with respect to construction of the Tenant Improvements. During construction of the Tenant Improvements, Tenant and its contractors and subcontractors (i) shall not interfere with the access to, use of, or business conducted within any other portions of the Project by other tenants or occupants, (ii) shall use diligent efforts to coordinate the timing of work, deliveries and other construction matters with tenants or occupants of the Project that could be adversely impacted by such work, deliveries and construction matters, including, without limitation, by scheduling work CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. that would create noise, vibrations, dust or other similar annoyances to other tenants or occupants of the Project outside normal business hours, notwithstanding any additional cost (for overtime or otherwise) that Tenant may incur, (iii) shall clean and secure construction and staging areas daily, (iv) shall stage all construction and store all construction materials and equipment in a location designated by Landlord (in Landlord’s sole discretion) on the Project, and (v) shall otherwise abide by all rules and requirements established or imposed by Landlord relating to the performance of the Tenant Improvements, including rules relating to any required shutdown of utilities (including life-safety systems), storage of materials, and coordination of work with other tenant’s or occupant’s contractors. Tenant shall not be charged any construction management fee for Landlord’s review of Tenant’s Plans or any oversight of the construction of the Tenant Improvements without the prior written consent of the other, which consent shall not be unreasonably withheld or delayed. All change orders shall specify any change in the cost estimate as a consequence of the change order. All Tenant Improvements shall be constructed by Landlord’s contractor, which shall be a reputable, unionized general contractor, subject to approval by Tenant which approval shall not be unreasonably withheld, who will complete the work in a good and workmanlike manner and in accordance with the approved Tenant’s Plans and relevant laws and codes. Subject to the limitation on the General Contractor’s fee imposed by Pxxxxxxxx 0, Xxxxxx approves the use of Devcon Construction, the General Contractor for the Base Building, as the General Contractor for the Tenant Improvements. Tenant shall be entitled to receive copies of all of the general contractor’s progress payment request.

Construction of Tenant Improvements. After the Final Approval Date for each Building has occurred and a building permit for the work for such Building has been issued, Landlord shall, through a guaranteed maximum construction contract providing for not more than one (1) draw request for funds each month ("Construction Contract") with Coastal Pacific Construction, Ticon Construction Company or another reputable, licensed contractor selected by Landlord and Ground Lessor reasonably approved by Tenant (in accordance with Paragraph 12 hereof) approve Tenant’s Plans and Tenant receives any necessary building permits, Tenant shall administer and diligently prosecute the construction of Tenant Improvements in accordance with Tenant’s Plans, in compliance with applicable Laws, and using building standard material, subject to Landlord’s right, at its election, to itself construct the Restroom Improvements. All Tenant Improvements (other than, if applicable, the Restroom Improvements) shall be constructed by Tenant’s Contractor (and/or its subcontractors"Contractor"), and Tenant shall be responsible for project management with respect to construction of the Tenant Improvements. During construction of the Tenant Improvements, Tenant and its contractors and subcontractors (i) shall not interfere with the access to, use of, or business conducted within any other portions of the Project by other tenants or occupants, (ii) shall use diligent efforts to coordinate the timing of work, deliveries and other construction matters with tenants or occupants of the Project that could be adversely impacted by such work, deliveries and construction matters, including, without limitation, by scheduling work CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. that would create noise, vibrations, dust or other similar annoyances to other tenants or occupants of the Project outside normal business hours, notwithstanding any additional cost (for overtime or otherwise) that Tenant may incur, (iii) shall clean and secure construction and staging areas daily, (iv) shall stage all construction and store all construction materials and equipment in a location designated by Landlord (in Landlord’s sole discretion) on the Project, and (v) shall otherwise abide by all rules and requirements established or imposed by Landlord relating to the performance of the Tenant Improvements, including rules relating to any required shutdown of utilities (including life-safety systems), storage of materials, and coordination of work with other tenant’s or occupant’s contractors. Tenant shall not be charged any construction management fee for Landlord’s review of Tenant’s Plans or any oversight of cause the construction of the Tenant ImprovementsImprovements for each Building to be carried out in substantial conformance with the Working Drawings in a good and workmanlike manner using first-class materials. The costs associated with the construction of the Tenant Improvements shall be paid as set forth in Sections 5 and 6 of this Work Letter. Landlord shall cause the Contractor to competitively bid all major subcontract trades by at least three (3) subcontractors for each such trade selected by Landlord or the Contractor and approved by Landlord. Landlord shall cause the Contractor to award each subcontract trade to the lowest bidder; unless such lowest bidder has presented an incomplete bid, or does not reasonably appear able to commence and complete its work in a manner and within a time frame reasonably determined necessary to complete the Tenant Improvements as required under this Work Letter, or otherwise does not reasonably appear to be best qualified to perform its trade within the time and in the manner contemplated in this Work Letter, and in any of such events Landlord shall have the right, in its reasonable discretion, to cause the Contractor to award the subcontract for such trade to the most appropriate bidder under the circumstances. Landlord agrees to advise and consult with Tenant throughout the bidding and contract process, so long as such consultation does not delay or interfere with Landlord's obligations in connection herewith, and in all events Landlord's determinations as to bid and contract decisions shall be final. Landlord shall see that the construction complies with all applicable building, fire, health, and sanitary codes and regulations, the satisfaction of which shall be evidenced by a certificate of occupancy for such Building.

Construction of Tenant Improvements. After Tenant shall cause the construction of the Tenant Improvements to be carried out in compliance with the Working Plans, all applicable zoning laws and regulations, applicable covenants, conditions and restrictions, and otherwise in compliance with the provisions of Section 10 of the Lease. Prior to the commencement of construction, Tenant shall obtain course of construction and builder's "all risk" insurance in such amounts and form as Landlord requires, liability insurance in the form and Ground Lessor amounts required under the Lease, and such performance bonds in form and amounts as Landlord requires. Tenant shall cause the construction of the Tenant Improvements to be carried out with such materials, equipment, contractors and subcontractors as Tenant shall select, all of which shall be approved by Landlord. Landlord hereby approves of South Bay Construction as Tenant's general contractor for its construction of the Tenant Improvements, subject however to such general contractor complying with all applicable requirements of this Work Letter. Within ten (10) days after the approval of the final Working Plans in accordance with Paragraph 12 hereofsubparagraph (a) approve Tenant’s Plans and Tenant receives any necessary building permitsabove or as soon as is reasonably possible thereafter, Tenant shall administer submit to Landlord for its review and diligently prosecute approval (i) copies of all proposed construction contracts between Tenant and all contractors and between such contractors and all subcontractors for the Tenant Improvements, together with such background information on such contractors and subcontractors as Landlord may require; (ii) a listing of the make, model, type, grade and all other characteristics requested by Landlord, of all materials, equipment and fixtures which Tenant proposes to install in or use in connection with the Tenant Improvements; and (iii) a budget setting forth in itemized fashion the costs of all materials, equipment, fixtures, contractors, subcontractors, laborers, permits, fees, licenses, and all other costs and expenses Tenant proposes to incur in connection with the construction of the Tenant Improvements, specifically also including a development review fee to be paid to Landlord in connection with its review, oversight and related functions under this Work Letter in an amount equal to two and one-half percent (2.5%) of the total Allowance * (as defined below) utilized by Tenant pursuant to subparagraph (d) below (hereafter collectively the "Tenant Improvements in accordance with Tenant’s PlansCosts"). All such matters shall be subject to the approval of Landlord prior to the commencement of construction of the Tenant Improvements, in compliance with applicable Laws, and using building standard material, subject to Landlord’s right, at its election, to itself construct the Restroom Improvements's reasonable discretion. All Tenant Improvements (other than, if applicable, the Restroom Improvements) shall be constructed by Tenant’s Contractor (and/or its subcontractors), and Tenant shall be responsible have the responsibility to obtain all necessary construction and building permits and licenses necessary for project management with respect to the construction of the Tenant Improvements. During Tenant shall cause construction of the Tenant Improvements, Tenant Improvements in a good and its contractors and subcontractors (i) shall not interfere workmanlike manner in strict accordance with the access to, use of, or business conducted within any other portions of approved Working Plans. All Tenant Improvements Costs shall be paid for by and shall be the Project by other tenants or occupants, (ii) shall use diligent efforts to coordinate the timing of work, deliveries and other construction matters with tenants or occupants of the Project that could be adversely impacted by such work, deliveries and construction matters, including, without limitation, by scheduling work CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. that would create noise, vibrations, dust or other similar annoyances to other tenants or occupants of the Project outside normal business hours, notwithstanding any additional cost (for overtime or otherwise) that Tenant may incur, (iii) shall clean and secure construction and staging areas daily, (iv) shall stage all construction and store all construction materials and equipment in a location designated by Landlord (in Landlord’s sole discretion) on the Project, and (v) shall otherwise abide by all rules and requirements established or imposed by Landlord relating to the performance responsibility of the Tenant Improvements(other than to the extent reimbursed by the Allowance as set forth below), including rules relating to any required shutdown * PROVIDED BY LANDLORD without limitation all costs of utilities (including life-safety systems)utilities, storage of materials, services and coordination of work with other tenant’s or occupant’s contractors. Tenant shall not be charged any construction management fee for Landlord’s review of Tenant’s Plans or any oversight insurance on the Expansion Space arising out of the construction of the Tenant Improvements. All construction of the Tenant Improvements shall be performed and completed lien free, and Tenant hereby indemnifies and agrees to defend and hold Landlord and the Expansion Space free and harmless from any and all claims, losses, damages, actions and causes of action as may be incurred as a result of work performed or materials furnished in connection with construction of the Tenant Improvements. Landlord shall have the right to post notices of non-responsibility at such locations as Landlord may desire prior to the commencement of construction of the Tenant Improvements.

Construction of Tenant Improvements. After Landlord will plan, construct and install certain alternations and improvements (the "THIS") to the building on the Property as Tenant may desire be made for Tenant's intended use of the Property. Notwithstanding anything to the contrary in the Lease, the construction and installation of the THIS will not affect nor extend the Commencement Date of the Lease it being the intention of Landlord and Ground Lessor (Tenant that Tenant commence paying monthly Base Rent on the Commencement Date regardless of whether or not the THIS are substantially completed by said date. The THIS shall be constructed in accordance with Paragraph 12 hereof) approve Tenant’s Plans the plans and Tenant receives any necessary building permits, Tenant shall administer specifications prepared by Xxxxxxxx's architect and diligently prosecute as approved by both Landlord and Xxxxxx. Such plans and specifications and the budget for the construction of Tenant Improvements in accordance with Tenant’s Plansthe THIS shall be reasonably approved, in compliance with applicable Lawswriting, by both Landlord and using building standard materialXxxxxx as soon as practicable after execution of the Lease, subject but prior to Landlord’s right, at its election, to itself construct the Restroom Improvements. All Tenant Improvements (other than, if applicable, the Restroom Improvements) shall be constructed by Tenant’s Contractor (and/or its subcontractors), and Tenant shall be responsible for project management with respect to commencement of construction of the THIS. The THIS shall be installed by Xxxxxxxx's general contractor. Landlord shall provide a Tenant Improvements. During Improvement Allowance of a maximum of Four Hundred Fourteen Thousand Six Hundred Dollars ($414,600.00) (the "TI Allowance") for the planning, construction and installation of the Tenant Improvements, Tenant THIS and its contractors and subcontractors (i) shall not interfere all costs associated with the access to, use of, or business conducted within any other portions of the Project by other tenants or occupants, (ii) shall use diligent efforts to coordinate the timing of work, deliveries and other construction matters with tenants or occupants of the Project that could be adversely impacted by such work, deliveries and construction mattersconstruction, including, without limitationbut not limited to, by scheduling work CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. that would create noisearchitectural and engineering fees, vibrationsgeneral contractor fees and costs, dust or other similar annoyances costs to other tenants or occupants of the Project outside normal business hoursprepare plans and specifications, notwithstanding any additional cost (for overtime or otherwise) that Tenant may incur, (iii) shall clean all permit and secure construction approval fees and staging areas daily, (iv) shall stage all construction and store all construction materials and equipment in a location designated by Landlord (in Landlord’s sole discretion) on the Projectcots, and all other direct and indirect costs of procuring, constructing and installing the THIS (v) shall otherwise abide by all rules and requirements established or imposed by collectively, the "TI Costs"). Landlord relating to the performance of the Tenant Improvements, including rules relating to any required shutdown of utilities (including life-safety systems), storage of materials, and coordination of work with other tenant’s or occupant’s contractors. Tenant shall not charge nor be charged paid any construction management fee in connection with the planning, construction and installation of the THIS. If the TI Allowance is exhausted, any additional funds necessary to pay the balance of the TI Costs (including all change order costs and cost escalations) in order to cause the THIS to be substantially completed will be paid for Landlord’s review by Tenant, in cash, within thirty (30) days after Landlord delivers to Tenant a written demand therefor. The TI Allowance shall be used solely for improvements to real property and not for the acquisition or installation of any of Tenant’s Plans 's equipment, trade fixtures, furniture, furnishings telephone equipment, computer equipment or other personal property. If the Lease is terminated at any oversight time prior to the scheduled expiration date for any reason due to the default of Tenant of its obligations under this Lease, in addition to any other remedies available to Landlord under the Lease, Tenant shall immediately pay to Landlord as additional rent under the Lease any and all costs incurred by Landlord in connection with the planning, construction and installation of the construction THIS and not reimbursed or otherwise paid by Tenant as part of the Base Rent or otherwise through the date of termination together with any costs related to the removal of any improvements constructed by Tenant Improvementssubsequent to the Commencement Date and the restoration of any damage caused to the Property, ordinary wear and tear excepted.

Construction of Tenant Improvements. After Promptly after execution of this Lease, Landlord shall designate a design consultant to work with Tenant to develop plans and specifications for construction of Tenant's leasehold improvements. Landlord's designated design consultant will meet and consult with Tenant in order to ascertain Tenant's desires with respect to such leasehold improvements. Following such consultation, Landlord will prepare and submit to Tenant, for its approval, plans and specifications showing, in reasonable detail, the design and appearance of the Tenant's leasehold improvements, the materials to be used in the construction thereof, and such other detail or description as may be necessary to adequately define the scope of the work to be performed by Landlord in construction of the Tenant's leasehold improvements as provided below. Tenant, upon receipt of such plans and specifications, shall examine the same and as soon thereafter as is reasonably possible shall inform Landlord, in writing, of any objections to such plans and specifications or comments with respect to requested changes in such plans and specifications. In such event, Landlord shall promptly thereafter propose, in writing, corrective amendments as may be necessary to secure the approval of Tenant and resubmit the same for Tenant's acceptance. Tenant shall not unreasonably withhold its approval of the plans and specifications and Landlord and Ground Lessor (Tenant agree to act in accordance a reasonable manner and with Paragraph 12 hereof) approve Tenant’s Plans the utmost diligence with respect to the preparation and approval of the plans and specifications and each agrees to refrain from any arbitrary or capricious action in the preparation or approval of such plans and specifications and to act promptly and with all due diligence in the preparation, review and decision-making process. Upon the approval by Landlord and Tenant receives any necessary building permitsof the plans and specifications for Tenant's leasehold improvements, Tenant Landlord shall administer and diligently prosecute promptly commence the construction of Tenant Improvements in accordance with Tenant’s Plans, in compliance with applicable Laws, such improvements using Landlord's standard materials and using building standard material, subject finishes. Notwithstanding Landlord's agreement to Landlord’s right, at its election, to itself construct the Restroom Improvements. All Tenant Improvements (other thanTenant's leasehold improvements as provided herein, if applicable, the Restroom Improvements) shall be constructed by Tenant’s Contractor (and/or its subcontractors), and Tenant shall be responsible for project management with respect all costs and expenses relating to the construction of the Tenant's leasehold improvements, less any allowance provided by Landlord as set forth below. Landlord shall provide an allowance in the amount of Twenty-five dollars and no/cents ($25.00) per rentable square foot or One Hundred Forty Thousand Three Hundred dollars and no/cents ($140,300.00) plus one-half the total overages which are estimated to be Eighteen Thousand Dollars ($18,000.00) which equates to Tenant's share being Nine Thousand Dollars ($9,000.00), "Tenant's Improvement Allowance", to be applied to the costs and expenses of Tenant's leasehold improvements. Once the construction drawings have been completed, Landlord will competitively bid the construction utilizing the services of W&M Construction and James Balazs Construction. Landlord and Tenant will mutually accept xxx xx xxxxx contractors as the general contractor to construct Tenant's Improvements. In the event that the costs and expenses relating to the construction of the leasehold improvements requested by Tenant exceed the Tenant's Improvement Allowance, Landlord shall inform Tenant of the additional cost to Tenant setting forth, in reasonable detail, the items occasioning any excess costs over and above the Tenant's Improvement Allowance and Tenant shall pay one-half the amount thereof to Landlord prior to the commencement of construction of the Tenant Improvements. During The overages are estimated to be approximately Eighteen Thousand Dollars ($18,000.00); therefore Tenant shall pay to Landlord Nine Thousand Dollars ($9,000.00) prior to the commencement of construction of the Tenant ImprovementsImprovements and the balance due for change orders when the Premises are ready for occupancy by Tenant. No changes, modifications or alterations in the approved plans and specifications shall be made without the written consent of Landlord. Any additional changes, expenses or costs arising by reason of any change, modification or alteration in the approved plans and specifications made at the request of Tenant, including architect's and design consultant's fees, shall be at the sole cost and expense of Tenant and its contractors and subcontractors (i) Landlord shall not interfere with have the access toright to demand payment for such change, use of, modification or business conducted within alteration prior to Landlord's performance of any other portions work in the Premises. Provided there are no delays in the approval of the Project by other tenants plans and specifications or occupants, (ii) shall use diligent efforts to coordinate the timing of work, deliveries and other construction matters with tenants or occupants of the Project that could be adversely impacted by such work, deliveries and construction matters, including, without limitation, by scheduling work CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. that would create noise, vibrations, dust or other similar annoyances to other tenants or occupants of the Project outside normal business hours, notwithstanding any additional cost (for overtime or otherwise) that Tenant may incur, (iii) shall clean and secure construction and staging areas daily, (iv) shall stage all construction and store all construction materials and equipment in a location designated by Landlord (in Landlord’s sole discretion) on the Project, and (v) shall otherwise abide by all rules and requirements established or imposed by Landlord relating to the performance of the Tenant Improvements, including rules relating to any required shutdown of utilities (including life-safety systems), storage of materials, and coordination of work with other tenant’s or occupant’s contractors. Tenant shall not be charged any construction management fee for Landlord’s review completion of Tenant’s Plans or any oversight 's leasehold improvements, Tenant's obligation to pay Rent hereunder shall commence January 1, 2007; however, rent shall be abated on a day for day basis until delivery of the construction of the Tenant Improvementspossession.

Construction of Tenant Improvements. After the Landlord and Ground Lessor (in accordance with Paragraph 12 hereof1) approve Tenant, at Tenant’s sole expense, but subject to receipt of the Tenant Improvement Allowance (defined below), shall be solely responsible for construction of all leasehold improvements in the Premises as shown on the Plans and Specifications (defined below) (the “Tenant receives any necessary building permits, Improvements”). Tenant shall administer enter into a contract with a general contractor (the “General Contractor”) for all Tenant Improvements. The General Contractor and diligently prosecute all subcontractors shall (i) abide by the construction Landlord’s rules and regulations, a copy of which is attached to the Lease as Schedule 5, and with the rules and regulations set forth in this Construction Rider; (ii) carry insurance covering Landlord as an insured party with such coverages and in such amounts as Landlord may then require and with carriers reasonably acceptable to Landlord to insure Landlord against liability for injury, death or damage for the Tenant Improvements in accordance with Tenant’s Plans, in compliance with applicable Laws, done by the General Contractor and using building standard material, subcontractors; and (iii) be subject to Landlord’s rightprior written approval if it is the General Contractor or a subcontractor who is furnishing work and/or materials that cost $50,000 or more or involves a structural component of the Building, at its election, to itself construct the Restroom Improvementswhich shall not be unreasonably withheld. All Tenant Improvements (other than, if applicable, the Restroom Improvements) shall be constructed by Tenant’s Contractor (and/or its subcontractors), and Tenant shall be responsible for project management indemnify and hold harmless Landlord from and against all liability, cost, expense and damages incurred as a result of Tenant’s, its General Contractor’s, subcontractors’, architect’s, or engineer’s presence in the Premises or in connection with respect to construction of the Tenant Improvements, except that the foregoing indemnity shall not cover any amount arising from the negligence or willful misconduct of Landlord or its agents. During In connection with construction of the Tenant Improvements, Tenant shall comply with all provisions of the Lease and its contractors and subcontractors (i) this Construction Rider. All Tenant Improvements shall not interfere be performed in accordance with the access toPlans and Specifications, use oflien-free, or business conducted within any other portions of the Project by other tenants or occupantsin accordance with all laws and regulations, (ii) shall use diligent efforts to coordinate the timing of work, deliveries and other construction matters with tenants or occupants of the Project that could be adversely impacted by such work, deliveries and construction matters, including, without limitation, by scheduling work CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. that would create noise, vibrations, dust or other similar annoyances to other tenants or occupants of the Project outside normal business hours, notwithstanding any additional cost (for overtime or otherwise) that Tenant may incur, (iii) shall clean and secure construction and staging areas daily, (iv) shall stage all construction and store all construction materials and equipment in a location designated by Landlord (in Landlord’s sole discretion) on the Project, good and (v) shall otherwise abide by all rules and requirements established or imposed by Landlord relating to the performance of the Tenant Improvements, including rules relating to any required shutdown of utilities (including life-safety systems), storage of materials, and coordination of work with other tenant’s or occupant’s contractors. Tenant shall not be charged any construction management fee for Landlord’s review of Tenant’s Plans or any oversight of the construction of the Tenant Improvementsworkmanlike manner.

Construction of Tenant Improvements. After Tenant shall construct, or cause the Landlord and Ground Lessor (Tenant Improvements to be constructed in accordance with Paragraph 12 the Tenant Improvement Drawings and Specifications, at Tenant's sole cost and expense, except for the contribution by Landlord of all or a portion of the "Tenant Improvements Allowance" (as defined in subparagraph 8(d) hereof) approve Tenant’s Plans which is available in accordance with subparagraph 8(d) hereof, in a good and Tenant receives any necessary building permitsworkmanlike manner, lien-free and in compliance with all applicable federal, state and local requirements, including, in particular, all requirements which will be applicable to the Cell Area when used for its intended purpose. Without limiting the generality of the preceding sentence, Tenant shall administer obtain all governmental permits and diligently prosecute approvals required to be obtained in connection with the construction of Tenant Improvements in accordance with Tenant’s Plans, in compliance with applicable Laws, and using building standard material, subject to Landlord’s right, at its election, to itself construct the Restroom Improvements. All Tenant Improvements (other than, if applicable, the Restroom Improvements) shall be constructed by Tenant’s Contractor (and/or its subcontractors), and Tenant shall be responsible for project management with respect to construction of the Tenant Improvements. During construction of the Tenant Improvements, Tenant and its contractors and subcontractors (i) shall not interfere Landlord agrees to reasonably cooperate with the access to, use of, or business conducted within any other portions of the Project by other tenants or occupants, (ii) shall use diligent efforts to coordinate the timing of work, deliveries and other construction matters with tenants or occupants of the Project that could be adversely impacted by such work, deliveries and construction matters, including, without limitation, by scheduling work CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. that would create noise, vibrations, dust or other similar annoyances to other tenants or occupants of the Project outside normal business hours, notwithstanding any additional cost (Tenant's contractor for overtime or otherwise) that Tenant may incur, (iii) shall clean and secure construction and staging areas daily, (iv) shall stage all construction and store all construction materials and equipment in a location designated by Landlord (in Landlord’s sole discretion) on the Project, and (v) shall otherwise abide by all rules and requirements established or imposed by Landlord relating to the performance of the Tenant Improvements, including rules relating to any required shutdown of utilities (including life-safety systems), storage of materials, and coordination of work with other tenant’s or occupant’s contractors. Tenant shall not be charged any construction management fee for Landlord’s review of Tenant’s Plans or any oversight of the construction of the Tenant Improvements. Landlord agrees to give Tenant and Tenant's contractors, subcontractors, architects, engineers, agents, representatives and employees access to the Land for excavation and grading work in connection with the construction of the pool(s) to be located in the Cell Area when grading and excavation work is being done in connection with the Landlord Improvements and for pouring concrete for the pool(s) when concrete for the foundation of the Shell Building is being poured. Landlord further agrees to give Tenant and Tenant's contractors, subcontractors, architects, engineers, agents, representatives and employees access to the Shell Building as soon as reasonably possible after commencement of construction of the Shell Building, for construction of the remaining Tenant Improvements. However, notwithstanding anything to the contrary contained in this Lease, in the event the construction of Tenant Improvements prior to completion of the Landlord Improvements increases the cost of constructing the Landlord Improvements, Tenant shall pay to Landlord, on demand, the amount of such additional costs, and in the event the construction of Tenant Improvements prior to completion of the Landlord Improvements causes any delays in the completion of the Landlord Improvements, the Commencement Date shall be accelerated by the number of days of any such delays. Landlord, Landlord's Architect and any engineers or other consultants engaged by Landlord shall have the right from time to time, upon reasonable notice to Tenant and Tenant's contractor (provided that Tenant has previously notified Landlord in writing of the name, telephone number and address of Tenant's contractor) during the construction of the Cell Area, to inspect the Cell Area and the Cell Improvements for purposes of confirming that the Cell Improvements are being constructed in accordance with, and comply with, all of the requirements of this Lease. Landlord and its agents described above shall not exercise such inspection rights in a manner which unnecessarily interferes with Tenant's construction of the Cell Improvements. Landlord may notify Tenant in writing of any aspect of the Cell Improvements which: (1) is not in conformance with applicable laws, regulations, permits or ordinances or the Tenant Improvement Drawings and Specifications, or (2) should, in Landlord's reasonable determination, be modified to assure the structural integrity of operational safety of the Cell Improvements. Promptly after Tenant's receipt of any such notice, Tenant shall, at Tenant's cost and expense, cause necessary changes to be made to the Cell Improvements in order to incorporate any modifications of the type referred to in clause (2) of the prior sentence and to cause any aspect thereof which is not in conformance with the Tenant Improvement Drawings and Specifications and applicable laws, regulations, permits and ordinances, as indicated in such notice, to be brought into conformance therewith. Landlord's inspection and approval rights under this paragraph are not intended to, and shall not, create any obligation on the part of Landlord to assure the construction of the Cell Improvements in accordance with the requirements of this Lease.

Construction of Tenant Improvements. After the Construction Drawings have been prepared and approved, Landlord shall submit for a building permit for the Tenant Improvements. Landlord shall obtain three (3) competitive bids, on an open book basis, from Landlord's preferred contractor list. Landlord and Ground Lessor (in accordance with Paragraph 12 hereof) approve Tenant’s Plans and Tenant receives any necessary building permits, Tenant shall administer and diligently prosecute approve one (1) bid within three (3) days from Landlord's notice to Tenant of the bids. Upon approval, Landlord shall enter into a construction contract with its contractor for the installation of Tenant Improvements in accordance with Tenant’s Plans, in compliance with applicable Laws, and using building standard material, subject to Landlord’s right, at its election, to itself construct the Restroom ImprovementsConstruction Drawings. All Tenant Improvements (other than, if applicable, the Restroom Improvements) The construction contract shall be constructed a guaranteed maximum price contract and shall not be signed until approved by Tenant’s Contractor (and/or , which approval shall not be unreasonably withheld, unreasonably conditioned or unreasonably delayed. Landlord shall include a provision in its subcontractors), and Tenant shall be responsible for project management contracts with respect to construction of the Tenant Improvements. During construction of the Tenant Improvements, Tenant and its contractors and subcontractors who perform the Work that Tenant is a direct third party beneficiary of all warranties provided to Landlord. All such warranties shall be for the longest period the Landlord can obtain. Within five (i5) business days from the date Landlord enters into the construction contract Landlord shall not interfere with obtain from the access to, use of, or business conducted within any other portions contractor a final work schedule (the "Final Work Schedule") which shall replace the Preliminary Work Schedule. Landlord shall supervise the completion of the Project by other tenants or occupants, (ii) Work and shall use diligent its reasonable best efforts to coordinate the timing of work, deliveries and other construction matters with tenants or occupants secure completion of the Project that could be adversely impacted Work by such work, deliveries and construction matters, including, without limitation, by scheduling work CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. that would create noise, vibrations, dust or other similar annoyances to other tenants or occupants of the Project outside normal business hours, notwithstanding any additional cost date which is forty-five (for overtime or otherwise45) days after the Third Floor Availability Date provided that Tenant may incur, (iii) meats all required time lines and such completion date is reasonably possible. Tenant shall clean and secure construction and staging areas daily, (iv) shall stage all construction and store all construction materials and equipment in pay to Landlord a location designated by Landlord (in Landlord’s sole discretion) on the Project, and (v) shall otherwise abide by all rules and requirements established or imposed by Landlord relating to the performance of the Tenant Improvements, including rules relating to any required shutdown of utilities (including life-safety systems), storage of materials, fee for overhead and coordination of work with other tenant’s or occupant’s contractors. Tenant shall not be charged any construction management fee for Landlord’s review of Tenant’s Plans or any oversight the Work equal to two percent (2%) of the construction gross value (less any sales taxes and other amounts paid by Tenant directly to any vendor) of the Tenant Improvements.amount of the general contractor's final application for payment related to such Work. The scope of the services provided by Landlord shall include without limitation the services listed on Exhibit "C-4". ------------

Construction of Tenant Improvements. After Following (a) Landlord’s approval of the Landlord Final Plans, Tenant’s Architect, the Work Cost Statement, the Contractors, the insurance required under Section 8(e) below, and Ground Lessor (b) the issuance of the building permit for the Tenant Improvements, Tenant shall cause its Direct Contractor (selected as provided in Section 8(n)) to mobilize for the job, to commence with the construction of the Tenant Improvements and thereafter diligently proceed to Completion, all in accordance with Paragraph 12 hereof) approve Tenant’s Plans applicable law and Tenant receives any necessary building permitsthe Amended Lease (including, without limitation, Section 13 of the Original Lease), and all in a good and workmanlike manner. Tenant shall administer and diligently prosecute use diligent efforts to cause its Direct Contractor to Complete the construction of Tenant Improvements in a diligent, good and workmanlike manner in accordance with Tenantthe Final Plans and the Design and Construction Schedule. Tenant will cause the Tenant Improvements to be constructed and performed (i) during times and in a manner reasonably determined by Landlord to minimize interference with any other tenants’ use and enjoyment of the Project and (ii) in full compliance with all of Landlord’s Plansrules and regulation applicable to third party contractors, subcontractors and suppliers performing work at the Project. Landlord shall have the right to enter upon the Premises from time to time to inspect the construction activities and status of construction following reasonable advance notice to Tenant or without notice if the event Landlord in good faith believes there to be an urgent or emergency circumstance or in the exercise of Landlord’s rights under the Amended Lease. However, Landlord is under no obligations to inspect or supervise construction of any Tenant Improvements, and no inspection by Landlord shall be construed as a representation that the Tenant Improvements are in compliance with the Final Plans, free of defect or fault, or are in conformance with applicable Laws, and using building standard material, subject law. Tenant shall provide to Landlord’s right, at its election, to itself construct Landlord not less than thirty (30) days prior written notice of the Restroom Improvements. All Tenant Improvements (other than, if applicable, the Restroom Improvements) shall be constructed by Tenant’s Contractor (and/or its subcontractors), and Tenant shall be responsible for project management with respect to good faith estimate of the date of commencement of construction of the Tenant Improvements. During construction Immediately upon the first day of the Tenant Improvementscommencement of construction, Tenant shall notify Landlord in writing of such commencement. Landlord shall have the right to record and its contractors and subcontractors (i) shall not interfere with post a notice of non-responsibility to obtain the access to, use of, or business conducted within any other portions of the Project by other tenants or occupants, (ii) shall use diligent efforts protections afforded pursuant to coordinate the timing of work, deliveries and other construction matters with tenants or occupants of the Project that could be adversely impacted by such work, deliveries and construction matters, including, without limitation, by scheduling work CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. that would create noise, vibrations, dust or other similar annoyances to other tenants or occupants of the Project outside normal business hours, notwithstanding any additional cost (for overtime or otherwise) that Tenant may incur, (iii) shall clean and secure construction and staging areas daily, (iv) shall stage all construction and store all construction materials and equipment in a location designated by Landlord (in Landlord’s sole discretion) on the Project, and (v) shall otherwise abide by all rules and requirements established or imposed by Landlord relating to the performance of the Tenant Improvements, including rules relating to any required shutdown of utilities (including life-safety systems), storage of materials, and coordination of work with other tenant’s or occupant’s contractors. Tenant shall not be charged any construction management fee for Landlord’s review of Tenant’s Plans or any oversight of the construction of the Tenant ImprovementsCalifornia Civil Code Section 8444.

Construction of Tenant Improvements. After Within thirty (30) days after ----------------------------------- the Landlord and Ground Lessor (in accordance with Paragraph 12 hereof) approve Tenant’s Plans and Tenant receives any necessary building permitsexecution this Lease, Tenant shall administer deliver to Landlord such drawings and diligently prosecute specifications (the construction of "Tenant Improvements in accordance with Tenant’s Plans, in compliance with applicable Laws, Drawings and using building standard material, Specifications") as are reasonably necessary to describe the improvements to the Premises which Tenant desires to have made (the "Tenant Improvements"). The Tenant Improvements are subject to Landlord’s right's approved, at its election, which approval shall not be unreasonably withheld or delayed. Landlord shall diligently proceed to itself have the Tenant Improvements constructed as set forth in this Section 4.D and to have issued all necessary certificates of occupancy and all other permits required to occupy the Premises (the "Occupancy Permits") pursuant to the Schedule. Landlord shall use subcontractors to construct the Restroom Tenant Improvements. All For each portion of the work, Landlord shall make a good faith attempt to obtain bids from at least three subcontractors which (i) are properly licensed to construct the respective portion of the Tenant Improvements on which such subcontractors are bidding, (other than, if applicable, the Restroom Improvementsii) shall be constructed by Tenant’s Contractor (and/or its subcontractors)are not affiliated with Landlord, and (ii) Landlord believes are reputable, competent and efficient. Landlord shall submit all such bids to Tenant shall for Tenant's review together with Landlord's recommendation as to which subcontractor should be responsible for project management with respect selected to construction construct each portion of the Tenant Improvements. During construction Tenant shall designate which subcontractor is to construct each portion of the Tenant ImprovementsImprovements (the "Designated Tenant Improvements Subcontractor"). Landlord promptly shall employ the Designated Tenant Improvements Subcontractor to do so. Thereafter, Landlord shall cause the Designated Tenant and its contractors and subcontractors (i) shall not interfere with the access to, use of, or business conducted within any other portions of the Project by other tenants or occupants, (ii) shall use diligent efforts Improvements Subcontractor to coordinate the timing of work, deliveries and other construction matters with tenants or occupants of the Project that could be adversely impacted by such work, deliveries and construction matters, including, without limitation, by scheduling work CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. that would create noise, vibrations, dust or other similar annoyances to other tenants or occupants of the Project outside normal business hours, notwithstanding any additional cost (for overtime or otherwise) that Tenant may incur, (iii) shall clean and secure construction and staging areas daily, (iv) shall stage all construction and store all construction materials and equipment in a location designated by Landlord (in Landlord’s sole discretion) on the Project, and (v) shall otherwise abide by all rules and requirements established or imposed by Landlord relating to the performance of the Tenant Improvements, including rules relating to any required shutdown of utilities (including life-safety systems), storage of materials, and coordination of work with other tenant’s or occupant’s contractors. Tenant shall not be charged any construction management fee for Landlord’s review of Tenant’s Plans or any oversight of prosecute the construction of such Designated Tenant Improvements diligently to completion in conformance with the Tenant ImprovementsImprovements Drawings and Specifications and in compliance with all applicable laws, statutes, orders, ordinances, rules and regulations. Subject to Section 4.F of this Lease, Landlord shall cause the Tenant Improvements to be so constructed and all Occupancy Permits to be issued in accordance with the Schedule.

Construction of Tenant Improvements. After the (a) Landlord shall, through a general contractor proposed by Landlord and Ground Lessor approved by Tenant (the "Contractor") furnish and install within the Leased Premises, certain items of general construction (the "Tenant Improvements") to be determined in the manner described in Paragraph 2 below. Landlord shall cause the Tenant Improvements to be constructed by the Contractor in accordance with Paragraph 12 hereof) approve Tenant’s Plans the plans and specifications to be approved by Landlord and Tenant receives pursuant to Paragraph 2 below. The quantities, character and manner of installation of all of the Tenant Improvements shall be subject to the limitations imposed by any necessary applicable governmental regulations relating to conservation of energy and by applicable building permitscodes and regulations and, subject thereto, Landlord shall cause all such work to be done by Contractor in accordance with all applicable governmental codes and regulations and pursuant to all applicable building permits required therefore. In addition, Tenant agrees that the Tenant Improvements shall administer and diligently prosecute not require Landlord to perform work which would (i) require changes to structural components of the Building or the exterior design of the Building; (ii) require any material modification to the Building's mechanical or electrical systems; or (iii) be incompatible with the Building plans filed with the City of Santa Cxxxx. If any of the Tenant Improvements are specialized improvements particular to Tenant's use of the Leased Premises, Landlord may require that such Tenant Improvements be removed at the expiration or earlier termination of the Lease, in which case Landlord shall notify Tenant in writing upon delivery to Tenant of the Working Drawings (pursuant to Section3 below). (b) Landlord shall enter into a construction contract with the Contractor for the construction of the Tenant Improvements in accordance with a form reasonably approved by Tenant’s Plans, in compliance with applicable Lawswhich approval shall not be unreasonably withheld and shall be for a contract price acceptable to both Landlord and Tenant; provided, and using building standard materialhowever, subject to Landlord’s right, at its election, to itself construct that if the Restroom Improvements. All cost of constructing the Tenant Improvements (other than, if applicable, the Restroom Improvements) shall be constructed less than the amount of the Tenant Improvement Allowance (as defined below), Landlord shall not be required to obtain Tenant's approval as to the cost of such construction. The construction contract for the Tenant Improvements shall contain warranties of a nature customary in the marketplace that shall be assignable to and enforceable by Tenant’s Tenant against the Contractor and shall require that the Contractor designate Tenant as an additional insured as to all insurance to be carried by the Contractor (and/or its subcontractors), and Tenant shall be responsible for project management including public liability insurance in an amount of at least $2,000,000) in connection with respect to the construction of the Tenant Improvements. During construction of the Tenant Improvements, Tenant and its contractors and subcontractors (i) shall not interfere with the access to, use of, or business conducted within any other portions of the Project by other tenants or occupants, (ii) shall use diligent efforts to coordinate the timing of work, deliveries and other construction matters with tenants or occupants of the Project that could be adversely impacted by such work, deliveries and construction matters, including, without limitation, by scheduling work CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. that would create noise, vibrations, dust or other similar annoyances to other tenants or occupants of the Project outside normal business hours, notwithstanding any additional cost (for overtime or otherwise) that Tenant may incur, (iii) shall clean and secure construction and staging areas daily, (iv) shall stage all construction and store all construction materials and equipment in a location designated by Landlord (in Landlord’s sole discretion) on the Project, and (v) shall otherwise abide by all rules and requirements established or imposed by Landlord relating to the performance of the Tenant Improvements, including rules relating to any required shutdown of utilities (including life-safety systems), storage of materials, and coordination of work with other tenant’s or occupant’s contractors. Tenant shall not be charged any construction management fee for Landlord’s review of Tenant’s Plans or any oversight of the construction of the Tenant Improvements2.

Construction of Tenant Improvements. After Promptly after full execution of the Premises Contract (including approval of the guaranteed maximum price for the TI Work) and approval of the Working Drawings, the Premises Contractor shall obtain all required building or other permits relating to the performance of the TI Work and construction of the Tenant Improvements. Landlord and Ground Lessor (in accordance with Paragraph 12 hereof) approve Tenant’s Plans and Tenant receives any necessary building permits, Tenant shall administer and diligently prosecute the construction of Tenant Improvements in accordance with Tenant’s Plansthe final, approved and permitted Working Drawings (which work shall be added to and included within the definition of “TI Work” set forth in compliance Paragraph 1 of this Workletter ); provided, however, that Landlord shall not be required to install any Tenant Improvements that do not conform to the approved Working Drawings, or conflict with elements of the approved Working Drawings, or do not comply with applicable Laws; such conformity (and any costs related thereto) being the obligation of Tenant. Landlord and Tenant shall use diligent and continuous efforts to achieve the dates set forth in Schedule D-5 attached hereto, which dates are estimated target dates only and using building standard materialLandlord shall not be liable for failure to meet such deadlines, subject to the provisions of the Lease pertaining to Landlord’s rightobligations to achieve Substantial Completion by the Scheduled Commencement Date. As used herein, at its election, to itself construct the Restroom Improvements. All Tenant Improvements (other than, if applicable, the Restroom Improvements) shall be constructed by Tenant’s Contractor (and/or its subcontractors), and Tenant shall be responsible for project management construed to include Tenant’s Consultants and Landlord shall be construed to include Landlord’s Consultants, each of whom shall be instructed to respond in accordance with respect the terms of this Workletter and to construction fully cooperate with the other party. Landlord shall diligently pursue Substantial Completion of the Tenant Improvements. During construction The timetable set forth on Schedule D-5 shall be updated as changes occur and provided to Tenant for its information and as a guide for progress of the Tenant Improvements, Tenant and its contractors and subcontractors (i) shall not interfere with the access to, use of, or business conducted within any other portions of the Project by other tenants or occupants, (ii) shall use diligent efforts to coordinate the timing of work, deliveries and other construction matters with tenants or occupants of the Project that could be adversely impacted by such work, deliveries and construction matters, including, without limitation, by scheduling work CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. that would create noise, vibrations, dust or other similar annoyances to other tenants or occupants of the Project outside normal business hours, notwithstanding any additional cost (for overtime or otherwise) that Tenant may incur, (iii) shall clean and secure construction and staging areas daily, (iv) shall stage all construction and store all construction materials and equipment in a location designated by Landlord (in Landlord’s sole discretion) on the Project, and (v) shall otherwise abide by all rules and requirements established or imposed by Landlord relating to the performance of the Tenant Improvements, including rules relating to any required shutdown of utilities (including life-safety systems), storage of materials, and coordination of work with other tenant’s or occupant’s contractors. Tenant shall not be charged any construction management fee for Landlord’s review of Tenant’s Plans or any oversight of the construction of the Tenant Improvements.

Construction of Tenant Improvements. After Landlord shall, via the Landlord General Contractor, obtain all state and Ground Lessor local licenses, permits and approvals (in accordance with Paragraph 12 hereofwhether governmental or non-governmental) approve required to construct the Tenant Improvements and for Tenant’s Plans occupancy of the Expansion Space. Landlord shall provide access to the General Contractor for Construction of the Tenant Improvements and to the extent such access requires entry through space occupied by other tenants, Landlord shall provide for such access at its sole cost and expense. The Landlord shall engage, subject to Tenant’s reasonable approval, a general contractor to construct the Tenant receives any necessary building permits, Tenant Improvements (the “General Contractor”). The General Contractor shall administer construct and diligently prosecute install the construction of Tenant Improvements in accordance with the Plans which expense shall be deducted from the Upfit Allowance. The Tenant Improvements shall be delivered via Associated General Contractors (AGC) Guaranteed Maximum Price Contract (the “Contract”) with Liquidated Damages of $500.00 per day, and a payment and performance bond. Any Liquidated Damages (less cost of collection) paid to Landlord shall accrue to the Tenant’s Plans; provided, however, any paid Liquidated Damages for any Tenant Delay shall accrue to Landlord. The General Contractor shall obtain at least three (3) bids for all major trade work at the Expansion Space. Landlord will work with the General Contractor to complete the Tenant Improvements by the Commencement Date. All contracts with vendors and subcontractors for construction of the Tenant Improvements will be negotiated by the General Contractor. All work performed in connection with the construction of the Expansion Space shall be performed in a good and workmanlike manner, in accordance with all Applicable Laws and the final approved Plans. If materials are not readily available, require quick ship charges, or require substitution, the Tenant will be given notice and the opportunity to select alternate materials. Landlord shall insure that the Architect conducts a periodic review (a minimum of once every two weeks) of the progress of construction to ensure compliance with applicable Laws, and using building standard materialthe Plans. Tenant may from time to time request in writing changes to the Plans (a “Change Order”), subject to Landlord’s rightconsent, at its election, which shall not be unreasonably withheld. Landlord shall cause Contractor to itself construct provide an estimate of any change in the Restroom ImprovementsConstruction Cost and/or Schedule. All Tenant Improvements shall have the right to elect whether or not to proceed with the Change Order within five (other than, if applicable, the Restroom Improvements5) shall be constructed business days after receipt of such estimate. Upon such approval by Tenant’s Contractor (, or confirmation by Landlord that the Change Order will not result in any change in cost and/or its subcontractors)Schedule, and Tenant Landlord shall be responsible for project management with respect to construction implement the Change Order as part of the Tenant Improvements. During construction Landlord acknowledges that Tenant may hire the General Contractor and/or any subcontractors to perform other work items (in accordance with the terms and conditions of the Lease) within the original Premises concurrently with the Tenant Improvements, Tenant and its contractors and subcontractors (i) shall provided such work does not interfere with the access to, use of, or business conducted within any other portions of the Project by other tenants or occupants, (ii) shall use diligent efforts to coordinate the timing of work, deliveries and other construction matters with tenants or occupants of the Project that could be adversely impacted by such work, deliveries and construction matters, including, without limitation, by scheduling work CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. that would create noise, vibrations, dust or other similar annoyances to other tenants or occupants of the Project outside normal business hours, notwithstanding any additional cost (for overtime or otherwise) that Tenant may incur, (iii) shall clean and secure construction and staging areas daily, (iv) shall stage all construction and store all construction materials and equipment in a location designated by Landlord (in Landlord’s sole discretion) on the Project, and (v) shall otherwise abide by all rules and requirements established or imposed by Landlord relating require changes to the performance of the Tenant Improvements, including rules relating to any required shutdown of utilities (including life-safety systems), storage of materials, and coordination of work with other tenant’s or occupant’s contractorsSchedule. Tenant shall not be charged any construction management fee for Landlord’s review of Tenant’s Plans or any oversight of acknowledges that the construction of following items may result in changes to the Tenant Improvements.Budget and/or Schedule:

Construction of Tenant Improvements. After the Final Approval Date has occurred and a building permit for the work has been issued, Landlord and Ground Lessor shall, through a guaranteed maximum cost or fixed price (in accordance at Landlord's sole option) construction contract ("Construction Contract") with Paragraph 12 hereof) approve Tenant’s Plans and Tenant receives any necessary building permitsa reputable, Tenant shall administer and diligently prosecute the construction of Tenant Improvements in accordance with Tenant’s Plans, in compliance with applicable Laws, and using building standard material, subject to Landlord’s right, at its election, to itself construct the Restroom Improvements. All Tenant Improvements licensed contractor selected by Landlord (other than, if applicable, the Restroom Improvements) shall be constructed by Tenant’s Contractor (and/or its subcontractors"Contractor"), and Tenant shall be responsible for project management with respect to cause the construction of the Tenant ImprovementsImprovements to be carried out in substantial conformance with the Working Drawings in a good and workmanlike manner using first class materials. During The costs associated with the construction of the Tenant Improvements shall be paid as set forth in Sections 5 and 6 of this Work Letter. Landlord shall see that the construction complies with all Applicable Laws, including applicable building, fire, health, and sanitary codes and regulations, the satisfaction of which shall be evidenced by a certificate of occupancy for the Premises. Upon substantial completion of the Tenant Improvements, Tenant shall comply with all laws, ordinances, regulations, requirements and its contractors and subcontractors (i) other directives of any federal, state or local governmental or quasi-governmental authority having or exercising jurisdiction there over. Tenant shall not interfere with use or occupy the access to, use ofPremises, or business conducted within knowingly permit it to be used or occupied, contrary to any other portions statute, rule, order, ordinance, requirement or regulation applicable thereto, or in any manner which would violate any certificate of occupancy affecting the same, or which would violate any certificate of occupancy affecting the same, or which would make void or voidable any insurance then in force with respect thereto or which would cause structural injury to the improvements or cause the value or usefulness of the Project by other tenants Premises, or occupantsany portion thereof, substantially to diminish (ii) reasonable wear and tear excepted), or which would constitute a public or private nuisance or waste and Tenant agrees that it will promptly, upon discovery of any such use, take all necessary steps to compel the discontinuance of such use. Tenant shall use diligent efforts to coordinate the timing of workobtain and pay for all permits, deliveries and other construction matters with tenants or occupants required for Tenant's occupancy of the Project that could be adversely impacted Premises and shall promptly take all substantial and non-substantial actions necessary to comply with all applicable statutes, ordinances, rules, regulations, orders and requirements regulating the use by such work, deliveries and construction mattersTenant of the Premises, including, without limitation, the Occupational Health and Safety Act and the Americans with Disabilities Act. If requested by scheduling work CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. that would create noiseLandlord, vibrations, dust or other similar annoyances to other tenants or occupants of the Project outside normal business hours, notwithstanding any additional cost (for overtime or otherwise) that Tenant may incur, (iii) shall clean and secure construction and staging areas daily, (iv) shall stage all construction and store all construction materials and equipment in a location designated by Landlord (in Landlord’s sole discretion) on the Project, and (v) shall otherwise abide by all rules and requirements established or imposed by Landlord relating to the performance of the Tenant Improvements, including rules relating to any required shutdown of utilities (including life-safety systems), storage of materials, and coordination of work with other tenant’s or occupant’s contractors. Tenant shall not be charged any construction management fee for Landlord’s review provide evidence satisfactory to Landlord of Tenant’s Plans or any oversight of the construction of the Tenant Improvements's compliance.

Construction of Tenant Improvements. After Tenant shall cause the construction of the Tenant Improvements to be carried out in compliance with the Working Plans, all applicable zoning laws and regulations, applicable covenants, conditions and restrictions, and otherwise in compliance with the provisions of Section 10 of the Lease. Prior to the commencement of construction, Tenant shall obtain course of construction and builder's "all risk" insurance in such amounts and form as Landlord requires, liability insurance in the form and Ground Lessor amounts required under the Lease, and such performance bonds in form and amounts as Landlord requires. Tenant shall cause the construction of the Tenant Improvements to be carried out with such materials, equipment, contractors and subcontractors as Tenant shall select, all of which shall be approved by Landlord. Landlord hereby approves of South Bay Construction as Tenant's general contractor for its construction of the Tenant Improvements, subject however to such general contractor complying with all applicable requirements of this Work Letter. Within ten (10) days after the approval of the final Working Plans in accordance with Paragraph 12 hereofsubparagraph (a) approve Tenant’s Plans and Tenant receives any necessary building permitsabove or as soon as is reasonably possible thereafter, Tenant shall administer submit to Landlord for its review and diligently prosecute approval (i) copies of all proposed construction contracts between Tenant and all contractors and between such contractors and all subcontractors for the Tenant Improvements, together with such background information on such contractors and subcontractors as Landlord may require; (ii) a listing of the make, model, type, grade and all other characteristics requested by Landlord, of all materials, equipment and fixtures which Tenant proposes to install in or use in connection with the Tenant Improvements; and (iii) a budget setting forth in itemized fashion the costs of all materials, equipment, fixtures, contractors, subcontractors, laborers, permits, fees, licenses, and all other costs and expenses Tenant proposes to incur in connection with the construction of the Tenant Improvements, specifically also including a development review fee to be paid to Landlord in connection with its review, oversight and related functions under this Work Letter in the amount of Nineteen Thousand Eight Hundred Thirty-eight Dollars ($19,838) (hereafter collectively the "Tenant Improvements in accordance with Tenant’s PlansCosts"). All such matters shall be subject to the approval of Landlord prior to the commencement of construction of the Tenant Improvements, in compliance with applicable Laws, and using building standard material, subject to Landlord’s right, at its election, to itself construct the Restroom Improvements's reasonable discretion. All Tenant Improvements (other than, if applicable, the Restroom Improvements) shall be constructed by Tenant’s Contractor (and/or its subcontractors), and Tenant shall be responsible have the responsibility to obtain all necessary construction and building permits and licenses necessary for project management with respect to the construction of the Tenant Improvements. During Tenant shall cause construction of the Tenant Improvements, Tenant Improvements in a good and its contractors and subcontractors (i) shall not interfere workmanlike manner in strict accordance with the access to, use of, or business conducted within any other portions of approved Working Plans. All Tenant Improvements Costs shall be paid for by and shall be the Project by other tenants or occupants, (ii) shall use diligent efforts to coordinate the timing of work, deliveries and other construction matters with tenants or occupants of the Project that could be adversely impacted by such work, deliveries and construction matters, including, without limitation, by scheduling work CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. that would create noise, vibrations, dust or other similar annoyances to other tenants or occupants of the Project outside normal business hours, notwithstanding any additional cost (for overtime or otherwise) that Tenant may incur, (iii) shall clean and secure construction and staging areas daily, (iv) shall stage all construction and store all construction materials and equipment in a location designated by Landlord (in Landlord’s sole discretion) on the Project, and (v) shall otherwise abide by all rules and requirements established or imposed by Landlord relating to the performance responsibility of the Tenant Improvements(other than to the extent reimbursed by the Allowance as set forth below), including rules relating to any required shutdown without limitation all costs of utilities (including life-safety systems)utilities, storage of materials, services and coordination of work with other tenant’s or occupant’s contractors. Tenant shall not be charged any construction management fee for Landlord’s review of Tenant’s Plans or any oversight insurance on the Premises arising out of the construction of the Tenant Improvements. All construction of the Tenant Improvements shall be performed and completed lien free, and Tenant hereby indemnifies and agrees to defend and hold Landlord and the Premises free and harmless from any and all claims, losses, damages, actions and causes of action as may be incurred as a result of work performed or materials furnished in connection with construction of the Tenant Improvements. Landlord shall have the right to post notices of non-responsibility at such locations as Landlord may desire prior to the commencement of construction of the Tenant Improvements.

Construction of Tenant Improvements. After Notwithstanding the Landlord and Ground Lessor (in accordance with Paragraph 12 hereof) approve Tenant’s foregoing, until ----------------------------------- Tenant approves the Final Plans and Tenant receives the Subsequent Work Cost Statement and pays Landlord the amount by which the Subsequent Work Cost Statement exceeds the Subsequent Allowance, if any, Landlord will be under no obligation to expend any necessary building permits, Tenant shall administer and diligently prosecute monies and/or to cause the construction of any of the Subsequent Tenant Improvements; it being further agreed that Landlord shall have no obligation to perform the Subsequent Tenant Improvements if Tenant shall then be (or shall have at any time been) in accordance with Tenant’s Plans, default under the Lease. Tenant acknowledges that Tenant shall be in compliance with applicable Laws, and using building standard material, subject to Landlord’s right, at its election, to itself construct possession the Restroom Premises during the performance of the Subsequent Tenant Improvements. All Tenant Improvements (other than, if applicable, the Restroom Improvements) shall be constructed by Tenant’s Contractor (and/or its subcontractors), Landlord and Tenant shall cooperate to mutually determine when the Subsequent Tenant Improvements will be responsible for project management with respect commenced. However, once the work begins, Landlord shall have the right to construction of complete the same on a continuous, uninterrupted schedule without Tenant Improvementsinterference. During construction of the Tenant Improvementsacknowledges that such work shall be performed at such times, Tenant and its contractors and subcontractors (i) shall not interfere with the access to, use of, or business conducted within any other portions of the Project by other tenants or occupants, (ii) shall use diligent efforts to coordinate the timing of work, deliveries and other construction matters with tenants or occupants of the Project that could be adversely impacted by such work, deliveries and construction matters, including, without limitation, by scheduling work CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. that would create noise, vibrations, dust or other similar annoyances to other tenants or occupants of the Project outside including normal business hours, notwithstanding any additional cost and in such manner as Landlord shall reasonably determine. Tenant agrees (for overtime a) to cooperate with Landlord or otherwise) that Tenant may incur, (iii) shall clean and secure construction and staging areas daily, (iv) shall stage all construction and store all construction materials and equipment in a location designated by Landlord (in Landlord’s sole discretion) on the Project, and (v) shall otherwise abide by all rules and requirements established or imposed by Landlord relating to 's Representative during the performance of the Tenant Improvementssuch work, including rules relating but not limited to, temporarily removing and relocating Tenant's and Tenant's employees' furniture, fixtures, equipment and other personalty and (b) to any required shutdown release Landlord, Landlord's Representative and their respective agents from all losses, costs, damages and expenses, including, but not limited to, loss of utilities (including life-safety systems)business, storage of materials, and coordination of work incurred in connection with other tenant’s or occupant’s contractors. Tenant shall not be charged any construction management fee for Landlord’s review of Tenant’s Plans or any oversight of the construction of the Tenant Improvementssuch work.

Construction of Tenant Improvements. After Prior to commencing the Landlord and Ground Lessor (in accordance with Paragraph 12 hereof) approve Tenant’s Plans and Tenant receives any necessary building permits, Tenant shall administer and diligently prosecute the construction of Tenant Improvements in accordance with Tenant’s Plans, in compliance with applicable Laws, and using building standard material, subject to Landlord’s right, at its election, to itself construct the Restroom Improvements. All Tenant Improvements (other than, if applicable, the Restroom Improvements) shall be constructed by Tenant’s Contractor (and/or its subcontractors), and Tenant shall be responsible for project management with respect to construction of the Tenant Improvements. During construction of the Tenant Improvements, Tenant and its contractors and subcontractors (i) shall not interfere with the access to, use of, or business conducted within any other portions of the Project by other tenants or occupants, (ii) shall use diligent efforts deliver to coordinate the timing of work, deliveries and other construction matters with tenants or occupants of the Project that could be adversely impacted by such work, deliveries and construction matters, including, without limitation, by scheduling work CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. that would create noise, vibrations, dust or other similar annoyances to other tenants or occupants of the Project outside normal business hours, notwithstanding any additional cost (for overtime or otherwise) that Tenant may incur, (iii) shall clean and secure construction and staging areas daily, (iv) shall stage all construction and store all construction materials and equipment in a location designated by Landlord (in Landlord’s sole discretiona) on the Project, and (v) shall otherwise abide by all rules and requirements established or imposed by Landlord relating to the performance of the Tenant Improvements, including rules relating to any required shutdown of utilities (including life-safety systems), storage of materials, and coordination of work with other tenant’s or occupant’s contractors. Tenant shall not be charged any construction management fee for Landlord’s review evidence of Tenant’s Plans or any oversight of 's insurance reasonably satisfactory to Landlord, which insurance shall be maintained throughout the construction of the Tenant Improvements, and (b) a project schedule in detail reasonably satisfactory to Landlord. In addition, Tenant shall require its contractor to carry appropriate insurance, as reasonably determined by Landlord, but which shall include, without limitation, Commercial General Liability, Commercial Auto Liability and Worker's Compensation, in amounts necessary to insure the project and the work related thereto against claims for bodily injury or death or property damage. Tenant's contractors of all tiers shall name Landlord, Landlord's managing agent, and any mortgagee requested by Landlord as additional insured on all liability policies required pursuant to this paragraph. Throughout the construction of the Tenant Improvements, Tenant shall notify Landlord promptly of any material deviations from such project schedule. Tenant or its contractor shall construct the Tenant Improvements in a good and workmanlike manner and in accordance with the CDs and all applicable governmental regulations. Notwithstanding anything contained in this Lease to the contrary, Tenant's obligation to pay Minimum Annual Rent and Additional Rent hereunder shall nevertheless begin on the Commencement Date (subject to the Abatement set forth in Section 3.05 of the Lease). Landlord shall have the right, from time to time throughout the construction process, to enter upon the Leased Premises to perform periodic inspections of the Tenant Improvements. Tenant agrees to respond to and address promptly any reasonable concerns raised by Landlord during or as a result of such inspections.