Common use of Tenant Improvements Clause in Contracts

Tenant Improvements. Landlord shall cause the Core and Shell Contractor or another Contractor designated by Landlord and approved by Tenant, such consent not to be unreasonably withheld or delayed (“TI Contractor”, and together with Core and Shell Contractor, “Contractor”) to commence and thereafter diligently prosecute the construction of the tenant improvements in the Premises pursuant to the Work Letter (the “Tenant Improvements”); provided, however, that before performing the Tenant Improvements, Landlord shall prepare in good faith an estimated budget for the construction of the Tenant Improvements and deliver such budget to Tenant for Tenant’s written approval prior the start of construction (the “Budget”). Landlord and Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope of the Tenant Improvements to bring the same in line with a budget reasonably acceptable to Tenant. The Tenant Improvements shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans (as defined in the Work Letter). Tenant shall pay all TI Costs, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (y) costs resulting from any default by Tenant of its obligations under this Lease, or (z) costs that are recoverable or reasonably recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvements.

Tenant Improvements. Landlord Lessor consents to (but does not require) Lessee’s completion of certain capital improvements to be made in, on or to the Premises (the “Improvements”), subject, however, to the requirements of, and any changes required by any governmental authority having jurisdiction over the Premises, including, but not limited to, local building and planning officials and authorities (collectively, the “Governmental Authorities”). The Improvements shall cause be coordinated and performed solely by Lessee on a lien free basis, using new materials and Contractors (as defined below), reasonably acceptable to Lessor. The Improvements, and all plans and specifications therefor, shall comply with applicable building and construction codes, zoning ordinances, ADA requirements, and other applicable laws, statutes, codes and regulations. Lessee shall be solely responsible for obtaining all permits, variances, and approvals (including site plan approvals) related to the Core performance of the Improvements and Shell Contractor required by any Governmental Authority. In that regard, all applications and other submissions to any Government Authorities (including, but not limited to, plans and specifications) must be submitted to Lessor for its review and reasonable approval prior to submission to the Governmental Authority. Lessor reserves the right to revoke its consent to all or another Contractor designated a portion of the Improvements if, after giving consent, any license, permit or variance obtained by Landlord Lessee in connection with the Improvements materially alters the nature of the Premises or diminishes its value, in Lessor’s reasonable and good faith discretion. Lessee is also solely responsible, at its cost, for obtaining written approval of the plans and specification for the Improvements (as well as approval for the Improvements themselves) from any private association or board having jurisdiction over the Premises, and for ensuring full compliance with, and obtaining any variances necessary under, the documents pursuant to which any such association or board is organized or operates. Lessee shall not commence construction of the Improvements until all of the approvals, permits, ordinances and other requirements contemplated above have been issued, complied with and approved by TenantLessor. Prior to the commencement of the Improvements, such consent Lessee shall have in effect (and deliver to Lessor written evidence thereof that is reasonably satisfactory to Lessor), or, as appropriate, cause its general Contractor to have in effect, those insurance coverages (in addition to any other coverages required of Lessee under the Original Lease) that Lessor reasonably deems necessary for the protection of the Premises and Lessor during the performance of the Improvements. Lessee shall also be solely responsible for obtaining a final certificate of occupancy (or substantively comparable document from Governmental Authorities) for the Improvements, and shall observe and comply with all applicable provisions of the California Construction Lien Act. THIS SECTION 8 CONSTITUTES NOTICE TO ALL CONTRACTORS, SUBCONTRACTORS, SUPPLIERS AND LABORERS INVOLVED IN THE IMPROVEMENTS THAT ANY CONSTRUCTION LIEN ARISING FROM OR RELATED TO THE IMPROVEMENTS WILL NOT ATTACH TO LESSOR’S INTEREST IN THE PREMISES. Notwithstanding the above language or any limitations set forth in Section 8. Lessor acknowledges and agrees that Lessee’s changes to the Premises through work performed by licensed contractors to increase the electrical current and output to the back of the Building by approximately 2,000 amps shall constitute Improvements within the meaning of this Section and shall be eligible for, and subject to, the Lessee Improvement Allowance identified below. Lessor shall provide Lessee with an allowance for the performance of the Improvements in a maximum aggregate amount not to be unreasonably withheld or delayed (“TI Contractor”, and together with Core and Shell Contractor, “Contractor”) to commence and thereafter diligently prosecute the construction of the tenant improvements in the Premises pursuant to the Work Letter (the “Tenant Improvements”); provided, however, that before performing the Tenant Improvements, Landlord shall prepare in good faith an estimated budget for the construction of the Tenant Improvements and deliver such budget to Tenant for Tenant’s written approval prior the start of construction (the “Budget”). Landlord and Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope of the Tenant Improvements to bring the same in line with a budget reasonably acceptable to Tenant. The Tenant Improvements shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans (as defined in the Work Letter). Tenant shall pay all TI Costs, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) sum of One Hundred Twenty Five Fifty Thousand One Hundred Fifty Dollars ($125.00150,150.00), which is fifty cents (50¢) per rentable square foot of the Premises (the “Initial TI Lessee Improvement Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation to be used to reimburse Lessee for the hard and soft costs incurred by Lessee to perform (or cause to be performed) the Improvements. All Improvements must be performed in accordance with the terms and conditions set forth in the Original Lease (including, but not limited to, Sections 7.3 and 7.4) and shall be deemed Alterations for all purposes under the Lease. Provided that no Default is then existing, the Lessee Improvement Allowance shall be paid by Lessor to Lessee, from time to time, after December 1, 2018 (but not more often than monthly), to reimburse Lessee for the costs and expenses it incurs to perform the Improvements. Lessor shall pay such reimbursements within twenty (20) days after Lessor’s receipt of written invoices (“Invoices”) evidencing the actual, out-of-pocket hard and soft costs incurred by Lessee, together with conditional waivers of mechanics liens and/or materialman’s liens, executed by all of the contractors, subcontractors, vendors and suppliers (collectively, “Contractors”) that provided those goods, or furnished those services, for the Improvements that are the subject of the current request for a disbursement of a portion of the Lessee Improvement Allowance, together with proof of payment and final lien waivers from all Contractors that provided those goods, or furnished those services, for the Improvements that were the subject of the immediately preceding disbursement of the Lessee Improvement Allowance to Lessee. Lessee shall have until July 31, 2024 (the “Cut Off Date”) to submit Invoices for payment from the Lessee Improvement Allowance. To the extent there is any remaining Lessee Improvement Allowance remaining after the Cut Off Date, such remaining amount of the Lessee Improvement Allowance shall be deemed automatically forfeited by Lessee. Lessee shall have the right to utilize the Lessee Improvement Allowance only for the performance of the Improvements; and Lessee shall not have the right to apply any portion of the Lessee Improvement Allowance to the satisfaction of Lessee’s monetary obligations to Lessor under the Lease. As a condition to the disbursement of the final installment of the Lessee Improvement Allowance, Lessee shall be required to deliver to Lessor: (i) constructionfinal lien waivers from all Contractors (if and to the extent that such final lien waivers have not yet been delivered to Lessor with respect to the entirety of the services or goods to be provided by each Contractor, respectively, for the performance of the Improvements); (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance)a final general Contractor’s sworn statement, (iii) space planning, design, architect, engineering, data and phone cabling and other related servicesa certificate of completion for the Improvements signed by Lessee’s general Contractor, (iv) costs and expenses a final certificate of occupancy for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and (viv) as-built drawings of the Warm Shell CostsBuilding, reflecting all Improvements and prepared by a duly-licensed engineer. In no event Lessee hereby indemnifies, defends and holds Lessor, its partners and the partners, members, officers, directors, shareholders, employees, agents and representatives of Lessor and its partners (collectively, the “Lessor Indemnified Parties”) from and against any and all liabilities, obligations, causes of action, actual damages, losses, costs and expenses, including, but not limited to legal fees and court costs (collectively, “Losses”) that any or all of the Lessor Indemnified Parties suffers or incurs due to, as a result of, or because of, the performance of the Improvements; provided, however, that the foregoing indemnity shall the TI Allowance be used for: (w) the purchase not apply to any Losses that are suffered or incurred due to, or as a result of, any willful or intentional acts of omissions of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (y) costs resulting from any default by Tenant of its obligations under this Lease, or (z) costs that are recoverable or reasonably recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient Lessor Indemnified Parties. Lessee shall furnish to cover the TI Allowance Excess, then Landlord shall communicate the same Lessor such information and evidence as Lessor may reasonably request from time to Tenant and, if required by Tenant, the parties shall discuss revisions time to the Budget and Tenant may make a TI Tenant Change Order Request enable Lessor to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum monitor completion of the TI Allowance plus Improvements and determine Lessee’s compliance with the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum provisions of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvementsthis Section 8.

Tenant Improvements. Subject to this Section 4, Tenant shall accept the Suite 110 Premises in its “as is” condition (subject to Landlord's continuing repair and maintenance obligations, as outlined in Section 10 of the Lease (as may be amended)), and Landlord shall cause the Core and Shell Contractor have no obligation to make any alterations or another Contractor designated by Landlord and approved by Tenant, such consent not to be unreasonably withheld or delayed improvements thereto whatsoever (“TI Contractor”, and together with Core and Shell Contractor, “Contractor”) to commence and thereafter diligently prosecute the construction of the tenant improvements in the Premises pursuant to the Work Letter (the “Tenant Improvements”); provided, however, that before performing the Tenant Improvements, Landlord shall prepare in good faith an estimated budget for the construction of the Tenant Improvements and deliver such budget to Tenant for Tenant’s written approval prior the start of construction (the “Budget”). Landlord and Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope of the Tenant Improvements to bring the same in line with a budget reasonably acceptable to Tenant. The Tenant Improvements shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans (as defined in the Work Letter). Tenant shall pay all TI Costs, except provided that Landlord shall pay for TI Costs deliver same in good and tenantable condition, broom clean, with all systems serving same in good working order). Any alterations that do not exceed Tenant desires to make in the TI Allowance. The “TI Allowance” Suite 110 Premises shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot be subject to all the terms and conditions set forth in Section 11 of the Lease. Notwithstanding anything in the Lease to the contrary, Landlord hereby agrees to grant Tenant an allowance in the amount of $10,000 to be applied toward the cost (including architectural and engineering fees) of alterations performed by Tenant in the Suite 110 Premises (the “Initial TI Granted Allowance”)) in conjunction with Tenant’s initial occupancy of Suite 110 Premises. Provided no Event of Default then exists under the Lease, together with the Granted Allowance (bor portions thereof) the Additional Allowance. The “TI Costs” shall mean all be disbursed to Tenant Core and Shell Costs within thirty (as defined 30) days following Tenant's submission to Landlord of paid invoices for work related to alterations performed by Tenant in the Work Letter) and Suite 110 Premises, accompanied by waivers of liens executed by all costs and expenses contractors employed by Tenant for the performance of performing such work. If the TI Work, including without limitation the hard and soft costs cost of (i) construction, (ii) the Construction Management Fee (as such term is defined Tenant's alterations in the Work Letter) and any Project or construction management fees Suite 110 Premises exceeds the amount of the Granted Allowance, the excess shall be paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) after the Granted Allowance is fully exhausted. Any portion of the TI Allowance), Granted Allowance that has not been applied (iiior contracted to be applied) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of in the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (y) costs resulting from any default by Tenant of its obligations under this Lease, or (z) costs that are recoverable or reasonably recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). In the event the estimated total TI Costs (as manner set forth in above by the Budgetdate which is twelve (12) exceed months following the TI Allowance, Tenant Eighth Amendment Commencement Date shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount revert to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at have no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits further rights with respect to the Tenant Improvementsthereto.

Tenant Improvements. Tenant will cause to be constructed, at Tenant’s sole cost and expense (subject to Landlord’s payment of the Improvement Allowance), the Tenant Improvements. The Tenant Improvements will be designed and constructed as described in this Exhibit “D”. Tenant will select the Contractor to be the general contractor to perform the Work. Landlord shall cause have the Core and Shell Contractor or another Contractor designated by Landlord and approved by Tenant, right to approve (such consent approval not to be unreasonably withheld withheld, conditioned or delayed (“TI Contractor”, delayed) the Contractor and together with Core and Shell Contractor, “Contractor”) to commence and thereafter diligently prosecute the construction all subcontractors that will be performing any portion of the tenant improvements in the Premises pursuant to Work. All contractors that will be performing any portion of the Work Letter (shall be union contractors. Tenant will pay all direct and indirect costs of the “Tenant Improvements”); provided, however, that before performing the Tenant Improvements, Landlord shall prepare in good faith an estimated budget for the design and construction of the Tenant Improvements and deliver such budget (subject to Tenant the Landlord’s payment of the Improvement Allowance as provided for Tenant’s written approval prior the start of construction (the “Budget”herein). Landlord Such costs may include, without limitation, all costs of preparing the Space Plan, construction document preparation, design, Plans and Specifications, general conditions, labor, materials, and other construction costs, the fees (on an hourly basis) of Contractor’s project manager and site superintendent for the Tenant shall work together cooperatively Improvements, and all costs incurred in good faith to achieve connection with obtaining permits for the Tenant Improvements. For all purposes of ownership, including risk of loss thereto, the Tenant Improvements will immediately upon installation be and remain a mutually acceptable Budget. Landlord shall update part of the Budget for Tenant’s review Building and approval at reasonable intervals and shall notify Tenant the property of Landlord, provided that as provided in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceededSection 15 of this Lease, Landlord may require Tenant to remove same upon the expiration or earlier termination of the Lease Term. Tenant currently occupies the Premises under the Existing Sublease and Landlord permits Tenant shall work together cooperatively, if required by Tenant, to modify the scope immediately commence construction of the Tenant Improvements to bring from and after the same in line with a budget reasonably acceptable Effective Date of this Lease [subject to Tenant. The Tenant Improvements shall be performed in a workmanlike manner ’s compliance with the terms and shall substantially conform with Applicable Laws and the Approved TI Plans (as defined in the Work Letter). Tenant shall pay all TI Costs, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot conditions of the Premises Existing Sublease (the “Initial TI Allowance”if then applicable), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any Tenant’s receipt of approval from Tenant’s sublessor thereunder]. Tenant shall use its best efforts to complete the Attached Property (Tenant Improvements on or before July 31, 2017. Notwithstanding the foregoing sentence to the contrary, as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections part of the Tenant Improvements, Tenant shall perform the work necessary to separately demise the Premises from the remaining portion of the sixth (6th) floor of the Building, including the installation of a demising wall (the “Demising Work”) on or before April 1, 2017. Tenant acknowledges that the tenant in the premises adjacent to the Premises will also be performing demising work. Tenant’s performance of the Demising Work shall be coordinated with Landlord and (vi) Tenant shall cooperate with Landlord and/or Landlord’s contractors in all ways to ensure the Warm Shell Costsefficient and expeditious scheduling, staging and performance of the Demising Work. In no event The Demising Work shall not adversely affect any construction work being performed by or for Landlord or its tenants and shall be performed in harmony with Landlord’s contractors and subcontractors and with other contractors and subcontractors in the TI Allowance be used for: (w) Complex. Tenant shall impose on and enforce all applicable terms of this Tenant Improvements Agreement against Tenant’s contractors. Landlord shall have the purchase right to order Tenant or any of Tenant’s contractors who violate the requirements imposed on Tenant or Tenant’s contractors in performing the Demising Work to cease performance of the Demising Work and to remove its equipment and employees from the Building. No such action by Landlord shall cause any furniture, personal property or other non-building system equipment, (x) costs resulting from a extension of the Commencement Date nor relieve Tenant Delay, (y) costs resulting from any default by Tenant of its obligations under this the Lease. Further, notwithstanding anything herein to the contrary, any delay in the completion of the Demising Work, or any interference to Tenant’s business operations or inconvenience suffered by Tenant during the performance of any adjacent tenant’s demising work shall not subject Landlord to any liability for any loss or damages resulting there from nor entitle Tenant to any credit, abatement or adjustment of Rent or other sum payable under the Lease, or (z) costs that are recoverable or reasonably recoverable by as amended hereby. During Tenant’s design, construction and installation of the Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI AllowanceImprovements, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant andpay for all Building services and utilities, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent required, (i) in accordance with the same result Existing Sublease from Landlord’s gross negligencethe Effective Date through March 31, intentional misconduct or breach of Lease. Landlord 2017, and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability(ii) in accordance with this Lease from and after April 1, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvements2017.

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

Tenant Improvements. Landlord a. Tenant shall cause the Core and Shell Contractor or another Contractor designated by Landlord and approved by Tenant, such consent not to be unreasonably withheld or delayed constructed certain tenant improvements (including those listed in Sections 7(e), 7(f) and 7(g) below) in the Additional Premises (“TI Contractor”, and together with Core and Shell Contractor, “ContractorTenant’s Work”) to commence and thereafter diligently prosecute the construction of the tenant improvements in the Premises pursuant to the Work Letter attached as Exhibit E hereto (the “Tenant Improvements”); provided, however, that before performing the Tenant Improvements, Landlord shall prepare in good faith an estimated budget for the construction of the Tenant Improvements and deliver such budget to Tenant for Tenant’s written approval prior the start of construction (the “BudgetWork Letter”). Landlord and shall provide Tenant shall work together cooperatively and with an improvement allowance in good faith an amount not to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope of the Tenant Improvements to bring the same in line with a budget reasonably acceptable to Tenant. The Tenant Improvements shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans (as defined in the Work Letter). Tenant shall pay all TI Costs, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Nine Hundred Twenty Five Thousand Five Hundred Thirty-Five Dollars ($125.00905,535) (based upon Forty-Five Dollars ($45) per rentable square foot of the Premises foot) (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in Allowance may be used to pay for the Work Letter) and all following costs and expenses of performing the TI related to Tenant’s Work, including without limitation the hard and soft costs of : (i) construction, (ii) the Construction Management Fee project oversight by Landlord (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed which fee shall equal three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling engineering and other related services, services performed by third parties unaffiliated with Tenant and (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies Governmental Authorities for permits or for inspections of the Tenant Improvements, and (vi) the Warm Shell CostsTenant’s Work. In no event shall the TI Allowance be used for: (v) payments to Tenant or any affiliates of Tenant, (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delaythe cost of work that is not authorized by the Approved Plans or otherwise approved in writing by Landlord, (y) costs resulting from any default by Tenant of its obligations under this Lease, the Amended Lease or (z) costs that are recoverable or reasonably recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). In If the event total cost of Tenant’s Work exceeds Forty-Five Dollars ($45) per rentable square foot of the estimated total TI Costs (Additional Premises, then Tenant shall pay the overage as set forth in the Budget) exceed and when due. Tenant shall have until December 31, 2008, to expend any unused portion of the TI Allowance, after which date Landlord’s obligation to fund such costs shall expire. Tenant shall deposit with deliver to Landlord such overage (Y) a certificate of occupancy for the “TI Allowance Excess”), within five Additional Premises suitable for the permitted use and (5Z) business days a Certificate of receiving Substantial Completion in the Budget (the “TI Deposit”). In the event Landlord determines the estimate form of the TI Costs set forth in American Institute of Architects document G704, executed by the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits project architect with respect to Tenant’s Work in the Tenant ImprovementsAdditional Premises.

Tenant Improvements. Landlord Promptly after the Execution Date, Landlord, at Tenant’s sole cost and expense, shall cause commence and diligently pursue completion of the Core Additional Tenant Improvements to be constructed by it on the Premises. All Additional Tenant Improvements shall be constructed in substantial accord with Schedule C (as approved by the parties), in a workmanlike manner, and Shell Contractor or another Contractor designated otherwise in substantial compliance with all applicable building, fire, health, and sanitary codes and regulations, and shall be performed by a licensed general contractor selected by Landlord and approved by Tenant, such consent not to be unreasonably withheld or delayed (“TI Contractor”, and together with Core and Shell Contractor, “Contractor”) to commence and thereafter diligently prosecute the construction of the tenant improvements in the Premises pursuant to the Work Letter (the “Tenant Improvements”); provided, however, that before performing the Tenant Improvements, Landlord shall prepare in good faith an estimated budget for the construction of the Tenant Improvements and deliver such budget to Tenant for Tenant’s written approval prior the start of construction (the “Budget”). Landlord and Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope of the Tenant Improvements to bring the same in line with a budget reasonably acceptable to Tenant. The Once approved, no material changes to the Additional Tenant Improvements may be made without the written consent of both parties, which shall not be unreasonably withheld, conditioned, or delayed. All approved changes shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans (as defined made in the Work Letter)form of a change order (“Change Order”) setting forth the increased costs, if any, caused by the change and specifying any anticipated delay relating to that Change Order, it any. Tenant shall pay all TI Costs, except that Landlord shall pay for TI Costs that do not exceed be entitled to receive a supervision fee from Tenant on all Change Orders equal to the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of greater of: (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three seven percent (37.0%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any amount of the Attached Property Change Order; and (ii) $50.00. Tenant shall reimburse Landlord for any increased costs, including any applicable supervision tees, within ten (10) days of Tenant’s receipt of the invoice from Landlord for those increased costs. Unless otherwise noted in writing in Schedule C or in the applicable Change Order, the Additional Tenant Improvements shall remain and be surrendered with the Premises on expiration of the Lease. If Schedule C or the Change Order provides that certain improvements are not to be surrendered, Tenant, at its sole cost, shall, upon termination of the Lease, remove those Additional Tenant Improvements which are not to remain and repair all damage to the Premises caused by their removal. This obligation shall survive a termination of the Lease. Except to the extent such is included in the Landlord’s property tax xxxx for the Building or as defined in Section 18.5)otherwise stipulated by the parties, (v) building permits and other taxesduring the Term, fees, charges and levies by governmental and quasi-governmental agencies Tenant shall be responsible for permits any ad valorem taxes relating to the Additional Tenant Improvements whether such are to remain or for inspections be removed. Upon completion of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (y) costs resulting from any default by Tenant of its obligations under this Lease, or (z) costs that are recoverable or reasonably recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties at its expense, shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum provide Landlord with an as-built set of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible plans for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvements.

Tenant Improvements. Landlord On or before the Sublease Commencement Date, Sublandlord shall cause complete the Core alterations and Shell Contractor or another Contractor designated by Landlord improvements to the Hangar and approved by Tenantfuel farm described in the plans, such consent not to be unreasonably withheld or delayed specifications and other documents collectively attached hereto as Exhibit “D” and made a part hereof (“TI Contractor”, and together with Core and Shell Contractor, “Contractor”) to commence and thereafter diligently prosecute the construction of the tenant improvements in the Premises pursuant to the Work Letter (the “Tenant Improvements”); provided, however, that before performing the Tenant Improvements, Landlord shall prepare in good faith an estimated budget for the construction of the Tenant Improvements and deliver such budget to Tenant for TenantSublandlord’s written approval prior the start of construction (the “BudgetWork”). Landlord and Tenant Sublandlord agrees that: (a) Sublandlord shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely prepare or cause to be exceeded. If there is an indication that the Budget is likely prepared all construction drawings, plans and/or specifications necessary to complete Sublandlord’s Work; (ii) Sublandlord shall obtain all necessary permits, certificates or other governmental approvals for Sublandlord’s Work; (iii) all work, materials and equipment incorporated into Sublandlord’s Work will be exceededof good quality, Landlord new and Tenant shall work together cooperatively, if required by Tenant, to modify the scope free of the Tenant Improvements to bring the same in line with a budget reasonably acceptable to Tenant. The Tenant Improvements defects; (iv) Sublandlord’s Work shall be performed and completed in compliance with all applicable laws, codes, rules and regulations. Upon substantial completion of Sublandlord’s Work, Sublandlord and Subtenant shall mutually inspect Sublandlord’s Work and agree on a workmanlike manner and punch list of cosmetic, finish or similar minor items or mechanical adjustments that require completion. Sublandlord shall substantially conform with Applicable Laws and the Approved TI Plans (complete such punch list items as defined in the Work Letter)promptly as practicable after such inspection. Tenant Subtenant shall pay all TI Costs, except that Landlord shall pay reimburse Sublandlord for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot Subtenant’s Prorata Share of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI incurred by Sublandlord in completing Sublandlord’s Work, including without limitation the hard architectural, engineering and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (y) costs resulting from any default by Tenant of its obligations under this Lease, or (z) costs that are recoverable or reasonably recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”)costs, within five thirty (530) business days after receipt of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance ExcessSublandlord’s invoice, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount which shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvementsaccompanied by reasonable supporting documentation.

Tenant Improvements. Landlord shall cause the Core and Shell Contractor or another Contractor designated by Landlord and approved by Tenant, such consent not to be unreasonably withheld or delayed (“TI Contractor”, and together with Core and Shell Contractor, “Contractor”) to commence and thereafter diligently prosecute the construction of the tenant improvements in the Premises pursuant to the Work Letter Any initial Tenant Improvements (the “Tenant Improvements”); provided) that Tenant may desire to make in, howeverto or upon the Premises, that before performing shall be made at Tenant’s sole cost and expense, and only after first submitting the plans and specifications therefor to Landlord and obtaining the consent of Landlord thereto in writing, which consent shall not be unreasonably withheld and, thereafter, obtaining all required governmental approvals therefor. Any such Tenant Improvements, Improvements (except trade fixtures) shall at once become a part of the Premises and shall be surrendered to Landlord shall prepare in good faith an estimated budget for upon the construction expiration or sooner termination of this Lease. All work with respect to the Tenant Improvements must be done in a good and deliver such budget workmanlike manner and diligently prosecuted to Tenant for Tenant’s written approval prior completion to the start of construction (the “Budget”). Landlord and Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication end that the Budget is likely to improvements on the Premises shall at all times be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify a complete unit except during the scope period of the Tenant Improvements to bring the same in line with a budget reasonably acceptable to Tenantwork. The Any such Tenant Improvements shall be performed and done strictly in a workmanlike manner accordance with the laws and shall substantially conform ordinances relating thereto, and with Applicable Laws and the Approved TI Plans (as defined in requirements of all carriers of insurance on the Work Letter)Premises. Tenant shall pay all TI Costs, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of In performing the TI Work, including without limitation the hard and soft costs work of (i) construction, (ii) the Construction Management Fee (as any such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and Tenant agrees to use a bondable contractor, which contractor shall be either (vi1) one of the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase contractors set forth in a listing of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (y) costs resulting from any default approved contractors prepared by Tenant of its obligations under this LeaseLandlord, or (z2) costs that are recoverable or reasonably recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). In the event the estimated total TI Costs (as if not set forth in such a listing, approved by Landlord in writing prior to the Budget) exceed commencement of Tenant’s work, such approval not to be unreasonably withheld; and Tenant shall have the TI Allowancework performed in such a manner so as not to obstruct the access of any other tenant in the Project. Before commencing any such work or construction in or about the Premises, Tenant shall deposit with notify Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate in writing of the TI Costs set forth in the Budget underestimates the amount expected date of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then commencement thereof. Landlord shall communicate have the same right at any time and from time to Tenant andtime to post and maintain on the Premises such notices as Landlord deems necessary to protect the Premises and Landlord from the liens of mechanics, if required by Tenantlaborers, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costsmaterialmen, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Depositsuppliers or vendors. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from END OF EXHIBIT B Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Initials CZ Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvements.Initials HZ EXHIBIT F

Tenant Improvements. Landlord Tenant shall cause make certain alterations, additions or improvements to the Core Premises in accordance with plans and Shell Contractor or another Contractor designated by Landlord specifications to be reviewed and approved by TenantLandlord as set forth in Paragraph 6.5 and this Paragraph 2.3 (as used herein, such consent not to be unreasonably withheld or delayed (“TI Contractor”, and together with Core and Shell Contractor, “Contractor”) to commence and thereafter diligently prosecute the construction of the tenant improvements in the Premises pursuant to the Work Letter (the “Tenant Improvements”); provided, howeverat its sole cost and expense. Landlord may, that before performing the Tenant Improvementsbut shall not be required to, Landlord shall prepare in good faith an estimated budget for the engage a local construction of the manager to supervise such Tenant Improvements and deliver such budget construction manager shall have full access to Tenant for Tenant’s written approval prior the start of construction (the “Budget”). Landlord and Tenant shall work together cooperatively and Premises in good faith to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope of the Tenant Improvements to bring the same in line connection with a budget reasonably acceptable to Tenantsuch supervision. The Tenant Improvements shall be performed in by a workmanlike manner Washington licensed and bonded contractor reasonably acceptable to Landlord and Washington licensed and bonded subcontractors. Prior to commencing construction of any Tenant Improvements, Tenant shall substantially conform provide a copy of Tenant’s preliminary plans and specifications for the Tenant Improvements (collectively, “Tenant’s Preliminary Plans”) to Landlord for Landlord’s review and approval, which shall not be unreasonably withheld, conditioned or delayed. Landlord shall, within ten (10) business days after receipt thereof, either provide comments to or approve Tenant’s Preliminary Plans. Landlord shall be deemed to have disapproved Tenant’s Preliminary Plans if Landlord does not timely provide its comments thereto. If Landlord provides Tenant with Applicable Laws comments to Tenant’s Preliminary Plans, Tenant shall provide revised Tenant’s Preliminary Plans to Landlord incorporating Xxxxxxxx’s comments. Landlord shall either provide comments to such revised Tenant’s Preliminary Plans within ten (1OJ business days or approve them. The process described above shall be repeated, if necessary, until Xxxxxx’s Preliminary Plans for the Tenant Improvements have been finally approved by Tenant and Landlord (upon such approval, the Approved TI Plans (as defined in the Work Letter“Tenant’s Final Plans”). Tenant Xxxxxx agrees that ii shall pay all TI Costs, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or commence construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant ImprovementsImprovements or any portion thereof until Tenant’s Final Plans have been finally approved by Landlord. The Tenant Improvements shall comply with Tenant’s Final Plans, all Applicable Laws, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (y) costs resulting from any default by Tenant of its obligations under this Lease, or (z) costs that are recoverable or reasonably recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget all permits and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvementsgovernmental approvals.

Tenant Improvements. Landlord All Tenant Improvements shall cause the Core and Shell Contractor or another Contractor designated by Landlord and approved be performed by Tenant’s contractor, such consent not at Tenant’s sole cost and expense (subject to be unreasonably withheld or delayed (“TI Contractor”, and together Landlord’s obligations with Core and Shell Contractor, “Contractor”) respect to commence and thereafter diligently prosecute the construction any portion of the tenant improvements TI Allowance) and in accordance with the Premises pursuant to Approved Plans (as defined below), the Lease and this Work Letter (Letter. To the “Tenant Improvements”); provided, however, extent that before performing the Tenant Improvements, Landlord shall prepare in good faith an estimated budget for the construction total projected cost of the Tenant Improvements and deliver (as projected by Landlord) exceeds the TI Allowance (such budget to Tenant for Tenant’s written approval prior the start of construction (excess, the “BudgetExcess TI Costs”). Landlord and , Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update pay the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope costs of the Tenant Improvements on a pari passu basis with Landlord as such costs become due, in the proportion of Excess TI Costs payable by Tenant to bring the TI Allowance payable by Landlord. If the cost of the Tenant Improvements (as projected by Landlord) increases over Landlord’s initial projection, then Landlord may notify Tenant and Tenant shall pay any additional Excess TI Costs in the same way that Tenant paid the initial Excess TI Costs. If Tenant fails to pay, or is late in line paying, any sum due to Landlord under this Work Letter, then Landlord shall have all of the rights and remedies set forth in the Lease for nonpayment of Rent (including the right to interest and the right to assess a late charge), and for purposes of any litigation instituted with a budget reasonably acceptable regard to Tenantsuch amounts the same shall be considered Rent. The All material and equipment furnished by Tenant or its contractors as the Tenant Improvements shall be new or “like new;” the Tenant Improvements shall be performed in a first-class, workmanlike manner and shall substantially conform with Applicable Laws manner; and the Approved TI Plans (as defined in quality of the Work Letter)Tenant Improvements shall be of a nature and character not less than the Building Standard. Tenant shall pay all TI Coststake, except that Landlord and shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of require its contractors to take, commercially reasonable steps to protect the Premises (during the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses performance of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, including covering or temporarily removing any window coverings so as to guard against dust, debris or damage. All Tenant Improvements shall be performed in accordance with Article 17 of the Lease; provided that, notwithstanding anything in the Lease or this Work Letter to the contrary, in the event of a conflict between this Work Letter and (vi) Article 17 of the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (y) costs resulting from any default by Tenant of its obligations under this Lease, or (z) costs that are recoverable or reasonably recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant terms of this Work Letter shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvementsgovern.

Tenant Improvements. Landlord All Tenant Improvements shall cause the Core and Shell Contractor or another Contractor designated by Landlord and approved be performed by Tenant’s contractor, such consent not at Tenant’s sole cost and expense (subject to be unreasonably withheld or delayed (“TI Contractor”, and together Landlord’s obligations with Core and Shell Contractor, “Contractor”) respect to commence and thereafter diligently prosecute the construction any portion of the tenant improvements TI Allowance and in accordance with the Premises pursuant to Approved Plans (as defined below), the Schedule, the Approved Budget, the Amended Lease and this Work Letter (Letter. To the “Tenant Improvements”); provided, however, extent that before performing the Tenant Improvements, Landlord shall prepare in good faith an estimated budget for the construction total projected cost of the Tenant Improvements and deliver (as projected by Landlord) exceeds the TI Allowance (such budget excess, the “Excess TI Costs”), Tenant shall advance to Landlord any Excess TI Costs within ten (10) days after receipt of an invoice therefor, but in any case before Tenant for commences the Tenant Improvements. Any actual Excess TI Costs shall be distributed by Landlord in accordance with Section 6.3. If the actual Excess TI Costs are less than the Excess TI Costs paid by Tenant to Landlord, Landlord shall credit Tenant with the overage paid by Tenant against Tenant’s written approval prior rent obligations, beginning after Landlord has completed the start of construction (final accounting for the “Budget”). Landlord and Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceededImprovements. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope cost of the Tenant Improvements to bring (as projected by Landlord) increases over Landlord’s initial projection, then Landlord may notify Tenant and Tenant shall deposit any additional Excess TI Costs with Landlord in the same way that Tenant deposited the initial Excess TI Costs. If Tenant fails to pay, or is late in line paying, any sum due to Landlord under this Work Letter, then Landlord shall have all of the rights and remedies set forth in the Amended Lease for nonpayment of rent (including the right to interest and the right to assess a late charge), and for purposes of any litigation instituted with a budget reasonably acceptable regard to Tenantsuch amounts the same shall be considered rent. The All material and equipment furnished by Tenant or its contractors as the Tenant Improvements shall be new or “like new;” the Tenant Improvements shall be performed in a first-class, workmanlike manner and shall substantially conform with Applicable Laws manner; and the Approved TI Plans (as defined in quality of the Work Letter)Tenant Improvements shall be of a nature and character not less than the Building standard. Tenant shall pay all TI Coststake, except that Landlord and shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of require its contractors to take, commercially reasonable steps to protect the Premises (during the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses performance of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of including covering or temporarily removing any furniturewindow coverings so as to guard against dust, personal property debris or other non-building system equipment, (x) costs resulting from a Tenant Delay, (y) costs resulting from any default by Tenant of its obligations under this Lease, or (z) costs that are recoverable or reasonably recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvementsdamage.

Tenant Improvements. Unless specified otherwise herein, Tenant shall bear and pay the cost of the Tenant Improvements (which cost shall include, without limitation, the costs of construction as provided for in the Tenant Improvement Contractor’s contract, the cost of permits, and all architectural, design, space planning, and engineering services obtained by Tenant in connection with Tenant Improvements, laboratory and office improvements, break room with appropriate sinks/cabinetry„ wiring and cabling costs, and cubicle costs), provided that so long as Tenant is not in default under the Lease, Landlord shall cause the Core and Shell Contractor or another Contractor designated by Landlord and approved by Tenantcontribute a maximum of $9 per rentable square foot, such consent not to be unreasonably withheld or delayed (“TI Contractor”, and together with Core and Shell Contractor, “Contractor”) to commence and thereafter diligently prosecute the construction for an aggregate maximum of the tenant improvements in the Premises pursuant to the Work Letter $295,380.00 (the “Tenant ImprovementsImprovement Allowance”) for such costs ( but no more than $49,230 on account of cubicle costs); provided, however, that before performing the which shall be paid by Landlord without any increase in any component of Base Monthly Rent. The Tenant Improvement Allowance shall be utilized only for Tenant Improvements, and shall be available to Tenant only until December 31, 2007, after which Landlord shall prepare in good faith an estimated budget for the construction have no further obligation to provide any portion of the Tenant Improvements Improvement Allowance. Subject to such deadline and deliver such budget to based upon applications for payment (including Tenant Improvement Contractor’s Application and Certification for Tenant’s written approval prior the start of construction (the “Budget”). Landlord Payment ALA G702 certified by Tenant Improvement Architect) submitted and Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required certified by Tenant, to modify the scope Landlord shall within thirty (30) days of receipt thereof make progress payments from the Tenant Improvements Improvement Allowance to bring Tenant or the same applicable contractor or subcontractor (but in line with a budget reasonably acceptable to Tenant. The Tenant Improvements shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans (as defined in the Work Letter). Tenant shall pay all TI Costs, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars (no event more than $125.00) 9 per rentable square foot of for the Premises (the “Initial TI Allowance”applicable space under construction), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections cost of the Tenant Improvements, improvements (including but not limited to all of the foregoing fees and (vicosts) in excess of the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (y) costs resulting from any default by Tenant of its obligations under this Lease, or (z) costs that are recoverable or reasonably recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Improvement Allowance, Tenant if any, shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required paid entirely by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvements.

Tenant Improvements. Landlord All Tenant Improvements shall cause the Core and Shell Contractor or another Contractor designated by Landlord and approved be performed by Tenant’s contractor, such consent not at Tenant’s sole cost and expense (subject to be unreasonably withheld or delayed (“TI Contractor”, and together Landlord’s obligations with Core and Shell Contractor, “Contractor”) respect to commence and thereafter diligently prosecute the construction any portion of the tenant improvements TI Allowance and in accordance with the Premises pursuant to Approved Plans (as defined below), the Lease and this Work Letter (Letter. To the “Tenant Improvements”); provided, however, extent that before performing the Tenant Improvements, Landlord shall prepare in good faith an estimated budget for the construction total projected cost of the Tenant Improvements and deliver (as projected by Landlord) exceeds the TI Allowance (such budget to Tenant for Tenant’s written approval prior the start of construction (excess, the “BudgetExcess TI Costs”). Landlord and , Tenant shall work together cooperatively and advance to Landlord any Excess TI Costs within ten (10) days after receipt of an invoice therefor, but in good faith to achieve a mutually acceptable Budget. Landlord shall update any case before Tenant commences the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceededImprovements. If there is an indication that the Budget is likely actual Excess TI Costs are less than the Excess TI Costs paid by Tenant to be exceededLandlord, Landlord and Tenant the provisions of Section 6.1 shall work together cooperatively, if required apply to the overage paid by Tenant, to modify . If the scope cost of the Tenant Improvements to bring (as projected by Landlord) increases over Landlord’s initial projection, then Landlord may notify Tenant and Tenant shall deposit any additional Excess TI Costs with Landlord in the same way that Tenant deposited the initial Excess TI Costs. If Tenant fails to pay, or is late in line paying, any sum due to Landlord under this Work Letter, then Landlord shall have all of the rights and remedies set forth in the Lease for nonpayment of Rent (including the right to interest and the right to assess a late charge), and for purposes of any litigation instituted with a budget reasonably acceptable regard to Tenantsuch amounts the same shall be considered Rent. The All material and equipment furnished by Tenant or its contractors as the Tenant Improvements shall be new or “like new;” the Tenant Improvements shall be performed in a first-class, workmanlike manner and shall substantially conform with Applicable Laws manner; and the Approved TI Plans (as defined in quality of the Work Letter)Tenant Improvements shall be of a nature and character not less than the Building Standard. Tenant shall pay all TI Coststake, except that Landlord and shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of require its contractors to take, commercially reasonable steps to protect the Premises (during the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses performance of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, including covering or temporarily removing any window coverings so as to guard against dust, debris or damage. All Tenant Improvements shall be performed in accordance with Article 17 of the Lease; provided that, notwithstanding anything in the Lease or this Work Letter to the contrary, in the event of a conflict between this Work Letter and (vi) Article 17 of the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (y) costs resulting from any default by Tenant of its obligations under this Lease, or (z) costs that are recoverable or reasonably recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant terms of this Work Letter shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvementsgovern.

Tenant Improvements. Subject to this Section 4, Tenant shall accept the Suite WB100 Premises and Suite WB200 Premises in their “as is” condition (subject to Landlord's continuing repair and maintenance obligations, as outlined in Section 10 of the Lease (as may be amended)), and Landlord shall cause the Core and Shell Contractor have no obligation to make any alterations or another Contractor designated by Landlord and approved by Tenant, such consent not to be unreasonably withheld or delayed improvements thereto whatsoever (“TI Contractor”, and together with Core and Shell Contractor, “Contractor”) to commence and thereafter diligently prosecute the construction of the tenant improvements in the Premises pursuant to the Work Letter (the “Tenant Improvements”); provided, however, that before performing the Tenant Improvements, Landlord shall prepare in good faith an estimated budget for the construction of the Tenant Improvements and deliver such budget to Tenant for Tenant’s written approval prior the start of construction (the “Budget”). Landlord and Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope of the Tenant Improvements to bring the same in line with a budget reasonably acceptable to Tenant. The Tenant Improvements shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans (as defined in the Work Letter). Tenant shall pay all TI Costs, except provided that Landlord shall pay for TI Costs deliver same in good and tenantable condition, broom clean, with all systems serving same in good working order). Any alterations that do not exceed Tenant desires to make in the TI Allowance. The “TI Allowance” Suite WB100 Premises and Suite WB200 Premises shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot be subject to all the terms and conditions set forth in Section 11 of the Premises (the “Initial TI Allowance”), together with (b) the Additional AllowanceLease. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined Notwithstanding anything in the Work Letter) Lease to the contrary (and all costs and expenses of performing specifically deleting the TI Work, including without limitation references to the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property Improvements Allowances (as defined in Section 18.57 of the Fourth Amendment) for the DB First Floor Expansion Premises and the DB Second Floor Expansion Premises in Section 7 of the Fourth Amendment), Landlord hereby agrees to grant Tenant (vi) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (y) costs resulting from any default by Tenant of its obligations under this Lease, or (z) costs that are recoverable or reasonably recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). In the event the estimated total TI Costs (as set forth an allowance in the Budgetamount of $217,480.45 (i.e. $29.33 per rentable square foot multiplied by 7,416 rentable square feet) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance ExcessSuite WB100 Granted Allowance”), within five ) to be applied toward the cost (5including architectural and engineering fees) business days of receiving alterations performed by Tenant in the Budget Suite WB100 Premises and (ii) an allowance in the amount of $124,988.76 (the “TI DepositSuite WB200 Granted Allowance”, together with the Suite WB100 Granted Allowance, collectively, the “Granted Allowance”) to be applied toward the cost of the design and construction of any alterations Tenant desires to perform in Suite WB100 Premises and Suite WB200 Premises, respectively, in conjunction with Tenant’s initial occupancy of Suite WB100 Premises and Suite WB200. Any portion of the Granted Allowance may be applied to pay the fees of the architect and engineers and any construction supervision, contractors' overhead and profit charges, along with fees for any project manager employed by Tenant with respect to such alterations, as well as any licensing and permitting costs and fees; provided, the Suite WB100 Granted Allowance may only be used for the Suite WB100 Premises and the Suite WB200 Granted Allowance may only be used for the Suite WB200 Premises. The cost of Tenant’s alterations in the Suite WB100 Premises shall be paid first out the Suite WB100 Granted Allowance until the Suite WB100 Granted Allowance is exhausted (at which time Tenant shall be fully responsible for the cost of any further alterations), and the cost of Tenant’s alteration in the Suite WB200 Premises shall be paid first out the Suite WB200 Granted Allowance until the Suite WB200 Allowance is exhausted (at which time Tenant shall be fully responsible for the cost of any further alterations). In Provided no Event of Default then exists under the event Lease, the Granted Allowance (or portions thereof) shall be disbursed to Tenant within thirty (30) days following Tenant's submission to Landlord determines the estimate of the TI Costs set forth paid invoices for work related to alterations performed by Tenant in the Budget underestimates Suite WB100 Premises and Suite WB200 Premises, accompanied by waivers of liens executed by all contractors employed by Tenant for the performance of such work. If the cost of Tenant's alterations in the Suite WB100 Premises or the Suite WB200 Premises exceeds the amount of TI Costs so that the TI Deposit will not be sufficient to cover Suite WB100 Granted Allowance or the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by TenantSuite WB200 Granted Allowance, the parties excess shall discuss revisions to be paid by Tenant after the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless Suite WB100 Granted Allowance or the TI Costs are reduced Suite WB200 Granted Allowance is fully exhausted. Any portion of the (i) Suite WB100 Granted Allowance that has not been applied (or contracted to be within applied) in the Budget and previously paid TI Deposit, Tenant manner set forth above by the date which is twelve (12) months following the Suite WB100 Premises Seventh Amendment Commencement Date shall promptly pay the additional amount revert to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs have no further rights with respect thereto and (bii) Suite WB200 Granted Allowance that has not been applied (or contracted to be applied) in the sum of manner set forth above by the TI Allowance and date which is twelve (12) months following the TI Deposit. HoweverSuite WB200 Premises Seventh Amendment Commencement Date shall revert to Landlord, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at have no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits further rights with respect to the Tenant Improvementsthereto.

Tenant Improvements. Landlord Tenant shall cause the Core construct, furnish or install all improvements, equipment or fixtures, that are necessary for Tenant’s use and Shell Contractor or another Contractor designated by Landlord and approved by Tenant, such consent not to be unreasonably withheld or delayed (“TI Contractor”, and together with Core and Shell Contractor, “Contractor”) to commence and thereafter diligently prosecute the construction occupancy of the tenant improvements in entirety of the Leased Premises pursuant to the Work Letter (collectively, the “Tenant Improvements”); provided, however, that before performing the . Tenant Improvements, Landlord shall prepare in good faith an estimated budget for the complete construction of the Tenant Improvements and deliver such budget to Tenant for Tenant’s written approval prior the start entirety of construction (the “Budget”)Leased Premises. Landlord and Tenant shall work together cooperatively also be responsible for the cost of any alterations to the Building required as a result of the Tenant Improvements. Tenant will engage a consultant reasonably approved by Landlord to manage the design and in good faith to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope construction of the Tenant Improvements (“Tenant Improvement Project Manager”). Tenant shall cause all drawings and specifications for the Tenant Improvements to bring be prepared by an architect selected by Tenant and reasonably approved by Landlord (“Tenant Improvement Architect”) and to be constructed by Landmark Builders Incorporated (“Tenant Improvement Contractor”). Landlord’s prior written consent, which shall not be unreasonably withheld, shall be required if Tenant desires to change its Tenant Improvement Architect, Tenant Improvement Contractor or Tenant Improvement Project Manager. Tenant shall furnish to Landlord a copy of the same in line with a budget reasonably acceptable to executed contracts between Tenant and Tenant Improvement Architect, and Tenant and Tenant Improvement Contractor, covering all of Tenant’s obligations under this Work Letter. The Tenant Improvements shall be in conformity with drawings and specifications submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed, and shall be performed in a workmanlike manner and shall substantially conform accordance with Applicable Laws and the Approved TI Plans (as defined in the Work Letter). Tenant shall pay all TI Costs, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (y) costs resulting from any default by Tenant of its obligations under this Lease, or (z) costs that are recoverable or reasonably recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvements.following provisions:

Tenant Improvements. Landlord shall cause the Core and Shell Contractor or another Contractor designated by Landlord and approved by Tenant, such consent not to be unreasonably withheld or delayed (“TI Contractor”, and together with Core and Shell Contractor, “Contractor”) to commence and thereafter diligently prosecute the construction of the tenant improvements in the Premises pursuant to the Work Letter (the “Tenant Improvements”); provided, however, that before performing the Tenant Improvements, Landlord shall prepare in good faith an estimated budget for the construction of the Tenant Improvements and deliver such budget to Tenant for Tenant’s written approval prior the start of construction (the “Budget”). Landlord and Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable BudgetLandlord. Landlord shall update construct Tenant's Interior Improvements to the Budget for Tenant’s review Premises as follows: Landlord shall replace the approximately 13' x 11' tan/beige solid colored carpet with new carpet that matches the building standard quality and approval at reasonable intervals and shall notify Tenant in writing if steam clean the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope remainder of the Tenant Improvements to bring the same in line with a budget reasonably acceptable to Tenant. The Tenant Improvements shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans (as defined in the Work Letter)carpet. Tenant shall pay all TI Costs, except that Landlord shall pay for TI Costs that do not exceed to choose the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot color of the Premises (the “Initial TI Allowance”), together with new carpet. (b) Tenant Improvements - Tenant. Tenant is hereby granted the Additional Allowanceright, at its sole. The “TI Costs” shall mean all Tenant Core cost, risk and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant expense to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (y) costs resulting from any default by Tenant of its obligations under this Lease, or (z) costs that are recoverable or reasonably recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions construct interior improvements to the Budget and Tenant may Premises. Lessee shall make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the appropriate Tenant Improvements to the extent Premises using permits and licensed contractors in order to make the same result from Landlord’s gross negligence, intentional misconduct or breach of LeasePremises conducive to a medical laboratory. Landlord and has approved the following improvements; however, Tenant shall work together cooperatively at no cost not be committed in any way to rrrake any of the aforementioned Improvements: Tenant to install a passage or risk to Landlord to maximize Tenant’s abilitypoint of ingress/egress into each, the adjacent office to the extent reasonably possible, to obtain the benefit of any applicable research left and development tax credits with respect to the right of the break room area; Tenant Improvementsto plumb and Install sink(s) with hot or cold running water and drains to each of the rooms adjacent to the left and the right of the break room area; Tenant to remove existing carpeting and replace the carpeting with new non-carpet flooring or have the slab professionally treated and stained using commercial grade stain product. Landlord may also submit a bid for the improvements to the Premises. Tenant shall then have the option of selecting the contractor of its choice. Should tenant select its contractor, Tenant shall then contract with arid supervise the construction. Should Tenant elect to utilize Landlord's contractor, Tenant shall contract with Landlord's contractor to perform the work and shall have the option of supervising the construction or having Landlord supervise the construction.

Tenant Improvements. Landlord All Tenant Improvements shall cause be performed by Landlord’s contractor, at Tenant’s sole cost and expense (subject to Landlord’s obligations with respect to any portion of the Core and Shell Contractor or another Contractor designated TI Allowance used by Landlord and approved by Tenant, such consent not to be unreasonably withheld or delayed (“TI Contractor”, and together with Core and Shell Contractor, “Contractor”) to commence and thereafter diligently prosecute the construction of the tenant improvements in the Premises pursuant to the Work Letter (the “Tenant Improvements”); provided, however, that before performing completing the Tenant Improvements) and in substantial accordance with the Approved Plans (as defined below), Landlord shall prepare in good faith an estimated budget for the construction Amendment and this Work Letter. To the extent that the total projected cost of the Tenant Improvements and deliver (as projected by Landlord) exceeds the TI Allowance (such budget excess, the “Excess TI Costs”), Tenant shall advance to Landlord any Excess TI Costs within ten (10) days after receipt of an invoice therefor, but in any case before Landlord commences the Tenant for Improvements. If Landlord is delayed in commencing the Tenant Improvements due to Tenant’s written approval prior failure to timely pay the start Excess TI Costs to Landlord, then the TI Deadline shall not be extended as a result of construction (such delay. If the “Budget”). Landlord and actual Excess TI Costs are less than the Excess TI Costs paid by Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord, Landlord shall update credit Tenant with the Budget for overage paid by Tenant against Tenant’s review and approval at reasonable intervals and shall notify Rent obligations, beginning after Landlord has completed the final accounting for the Tenant in writing if the Budget is likely to be exceededImprovements. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope cost of the Tenant Improvements to bring (as projected by Landlord) increases over Landlord’s initial projection, then Landlord may notify Tenant and Tenant shall deposit any additional Excess TI Costs with Landlord in the same way that Tenant deposited the initial Excess TI Costs. If Tenant fails to pay, or is late in line paying, any sum due to Landlord under this Work Letter, then Landlord shall have all of the rights and remedies set forth in the Lease for nonpayment of Rent (including the right to interest and the right to assess a late charge), and for purposes of any litigation instituted with a budget reasonably acceptable regard to Tenantsuch amounts the same shall be considered Rent. The All material and equipment furnished by Landlord or its contractors as the Tenant Improvements shall be new or “like new,” and the Tenant Improvements shall be performed in a first-class, workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans (as defined in the Work Letter). Tenant shall pay all TI Costs, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (y) costs resulting from any default by Tenant of its obligations under this Lease, or (z) costs that are recoverable or reasonably recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvementsmanner.

Tenant Improvements. Landlord Tenant shall cause make certain alterations, additions or improvements to the Core Premises in accordance with plans and Shell Contractor or another Contractor designated by Landlord specifications to be reviewed and approved by TenantLandlord as set forth in Paragraph 6.5 and this Paragraph 2.3 (as used herein, such consent not to be unreasonably withheld or delayed (“TI Contractor”, and together with Core and Shell Contractor, “Contractor”) to commence and thereafter diligently prosecute the construction of the tenant improvements in the Premises pursuant to the Work Letter (the “Tenant Improvements”), at its sole cost and expense (subject to the Tl Allowance described below in Paragraph 2.3.1). Landlord may, but shall not be required to, supervise such Tenant Improvements at no cost to Tenant and shall have full access to the Premises in connection with such supervision following notice to Tenant in accordance with Paragraph 23.7 below, provided that Landlord shall coordinate any such access with Tenant in advance to minimize adverse impacts on Tenant’s construction activities in and about the Premises. Prior to commencing construction of any Tenant Improvements, Tenant shall provide a copy of Tenant’s preliminary plans and specifications for the Tenant Improvements (collectively, “Tenant’s Preliminary Plans”) to Landlord for Landlord’s review and approval. The Tenant’s Preliminary Plans shall comply with the Standard Specifications for Tenant Spaces as set forth in Exhibit D attached hereto. Landlord shall, within ten (10) days after receipt thereof, either provide comments to or approve Tenant’s Preliminary Plans; provided, however, that before performing the Tenant Improvements, Landlord shall prepare in good faith an estimated budget for not withhold approval to the construction of the Tenant Improvements and deliver such budget to Tenant for Tenant’s written approval prior Preliminary Plans to the start of construction extent that they are consistent with Exhibit D, the space plan attached as Exhibit C-4 (the “Budget”). Landlord and Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope of the Tenant Improvements to bring the same in line with a budget reasonably acceptable to Tenant. The Tenant Improvements shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans (as defined in the Work Letter). Tenant shall pay all TI Costs, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of the Premises (the “Initial TI AllowanceSpace Plan”), together and Exhibit C-5 in all material respects. If Landlord does not respond within ten (10) days after Landlord’s receipt of Tenant’s Preliminary Plans with (b) the Additional Allowance. The “TI Costs” shall mean all either Landlord’s approval of such plans or reasons for disapproval of such plans, Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvementsmay send Landlord a reminder notice, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (y) costs resulting from any default by Tenant of its obligations under this Lease, or (z) costs that are recoverable or reasonably recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with if Landlord such overage (the “TI Allowance Excess”), has still not responded within five (5) business days after its receipt of receiving such reminder notice, then Landlord shall be deemed to have approved Tenant’s Preliminary Plans. If Landlord provides Tenant with comments to Tenant’s Preliminary Plans, Tenant shall provide revised Tenant’s Preliminary Plans to Landlord incorporating Landlord’s comments. Landlord shall either provide comments to such revised Tenant’s Preliminary Plans within five (5) business days or approve them. The process described above shall be repeated, if necessary, until Tenant’s Preliminary Plans for the Budget Tenant Improvements have been finally approved by Tenant and Landlord (upon such approval, the “TI DepositTenant’s Final Plans”). In the event Landlord determines the estimate reviews multiple drafts of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However’s Preliminary Plans, Landlord shall be solely responsible for any costs related not withhold approval in subsequent drafts to aspects of the Tenant’s Preliminary Plans regarding which Landlord did not comment in the immediately preceding draft. Tenant abscicor agrees that it shall not commence construction of the Tenant Improvements to the extent the same result from or any portion thereof until Tenant’s Final Plans have been finally approved by Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize approves Bremik Construction as Tenant’s ability, to the extent reasonably possible, to obtain the benefit contractor for construction of any applicable research and development tax credits with respect to the Tenant Improvements.

Tenant Improvements. Landlord will be responsible for designing and constructing Tenant Improvements required by and agreed to in writing by Tenant using the Tenant Improvement Allowance. Landlord shall cause the Core be responsible for applying for and Shell Contractor or another Contractor designated by Landlord obtaining all permits, licenses and approved by Tenant, such consent not to be unreasonably withheld or delayed certificates (“TI Contractor”, and together with Core and Shell Contractor, “Contractor”including zoning approvals) to commence and thereafter diligently prosecute the construction of the tenant improvements in the Premises pursuant to the Work Letter (the “Tenant Improvements”); provided, however, that before performing the Tenant Improvements, Landlord shall prepare in good faith an estimated budget necessary for the construction of Tenant Improvements. Landlord represents that all Tenant Improvements will be in compliance with all local, state and federal laws, rules, orders, regulations and codes including, without limitation, the Americans with Disabilities Act. Tenant Improvement Allowance may be used to pay for any Tenant Improvements to prepare the Premises for Tenant’s occupancy, and any other expenses associated with Tenant’s relocation to the premises including, without limitation, design and construction of the Rentable Area, cabling and other installation of information technology equipment and capabilities, and purchase and installation of furniture and fixtures. Any costs and expenses for Tenant Improvements in excess of the Tenant Improvement Allowance (“Excess Tenant Improvement Costs”) shall be the responsibility of the Tenant. In the event that the Tenant Improvement Allowance is insufficient to fully cover the cost of the Tenant Improvements required by and deliver such budget agreed to by Tenant, Landlord shall so advise Tenant for at the earliest possible opportunity and obtain Tenant’s written approval prior to initiating any Tenant Improvements the start cost of construction (which will be fully or partially Excess Tenant Improvement Costs. Prior to the “Budget”). Landlord and Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceededCommencement Date of this Lease, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope of the agree whether any Excess Tenant Improvements to bring the same in line with a budget reasonably acceptable to Tenant. The Tenant Improvements Improvement Costs shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and paid to Landlord by an adjustment to the Approved TI Plans (as defined in the Work Letter). Base Rent Rate, or whether Tenant shall pay the Excess Tenant Improvement Costs to Landlord immediately in a lump sum. In the absence of any such agreement between Landlord and Tenant, all TI Costs, except that Landlord Excess Tenant Improvement Costs shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees be paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) Landlord within 30 days following the Commencement Date of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (y) costs resulting from any default by Tenant of its obligations under this Lease, or (z) costs that are recoverable or reasonably recoverable by . The failure to pay any such Excess Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). In the event the estimated total TI Improvement Costs (as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount when due shall be added to a Default under the TI Deposit. If the sum Terms of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of this Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvements.

Tenant Improvements. Landlord shall cause the Core and Shell Contractor or another Contractor designated by Landlord and approved by Tenant, such consent not to be unreasonably withheld or delayed provide Tenant with ten (“TI Contractor”, and together with Core and Shell Contractor, “Contractor”10) to commence and thereafter diligently prosecute the construction days prior written notice of the tenant improvements in date on which the Premises pursuant to the Work Letter (the “Tenant Improvements”); provided, however, that before performing the Tenant Improvements, Landlord shall prepare in good faith an estimated budget for the construction of the Tenant Improvements and deliver such budget to Tenant for Tenant’s written approval prior the start of construction (the “Budget”). Landlord and Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope of the Tenant Improvements to bring the same in line with a budget reasonably acceptable to Tenant. The Tenant Improvements shall be performed in a workmanlike manner and substantially completed by Landlord. Tenant’s Project Manager or other representative authorized by Tenant’s Project Manager shall substantially conform with Applicable Laws and the Approved TI Plans (as defined in the Work Letter). Tenant shall pay all TI Costs, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot then conduct an inspection of the Premises with Landlord or Landlord’s representative within seven (7) days of the date of substantial completion. Within said seven (7) day period, a “punch list” will be prepared by Tenant’s Project Manager or another authorized representative of Tenant, describing “punch list” items to be completed and/or corrected by Landlord. Any items not on such “punch list” shall be deemed accepted by Tenant, except for any latent defects. Landlord shall correct any “punch list” item or latent defect at its sole cost and expense within a reasonable period of time thereafter, and in any event shall commence completion of the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costspunch list” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses items and/or correction of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed a latent defect within three percent (3%) days of receipt of Tenant’s notice, and shall complete the “punch list” item or correction of the TI Allowance)latent defect no later than ten (10) days after such notification, unless such completion or correction requires more than ten (iii10) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvementsdays, and Landlord has commenced the completion or correction within the three (vi3) day period and diligently performs the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (y) costs resulting from any default by Tenant of its obligations under this Lease, or (z) costs that are recoverable or reasonably recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”)same to completion. In the event Landlord determines and Tenant do not agree on as to the estimate completion or correction of any particular “punch list” item, Landlord’s Architect shall make the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient final determination as to cover the TI Allowance Excess, then Landlord shall communicate whether the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct has been completed or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvementscorrected.

Tenant Improvements. Landlord shall cause the Core and Shell Contractor provide Tenant a Tenant Improvement Allowance (“TIA”) of $12.50 per square foot, or another Contractor designated by Landlord and approved by Tenant, such consent not Two Hundred Eight Thousand Seven Hundred Seventy Five & 00/00 ($208,775.00) to be unreasonably withheld used by Tenant for permanent building standard improvements to all or delayed (“TI Contractor”, and together with Core and Shell Contractor, “Contractor”) to commence and thereafter diligently prosecute the construction part of the tenant improvements Premises and for repair and maintenance of equipment and fixtures in the Premises pursuant to the Work Letter (the “Tenant Improvements”); provided, however, that before performing the Tenant Improvements, Landlord shall prepare in good faith an estimated budget for the construction as of the Commencement Date. Tenant Improvements and deliver such budget shall be required to Tenant submit detailed plans to Landlord for TenantLandlord’s written approval of said work prior the start of construction (the “Budget”)to any work commencing. Landlord and Tenant shall work together cooperatively be responsible for coordinating Tenant’s architect and in good faith contractor and obtaining all required approvals, permits and necessary governmental documentation specific to achieve a mutually acceptable BudgetTenant’s improvements and use. Landlord shall update the Budget for reimburse Tenant up to TIA amount within 30 days following Landlord’s receipt of Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceededinvoice for Landlord approved work. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope Any portion of the Tenant Improvements to bring TIA not used within eighteen (18) months following the same in line with a budget reasonably acceptable to Tenant. The Tenant Improvements Commencement Date shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans (as defined in the Work Letter)retained by Landlord. Tenant shall pay acknowledges that TIA may only be used for permanent building standard improvements to all TI Costs, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot or part of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined for repair and maintenance of equipment and fixtures in the Work Letter) premises as of the Commencement Date as set forth below or otherwise approved by Landlord in its sole discretion, and all costs and expenses of performing which may include, but not be limited to, the TI Workactual work, including without limitation the hard and soft costs of (i) constructiondesign fees, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or permitting fees, architectural fees, engineering fees, construction management fees paid by Tenant to an unaffiliated third party (such fees and Washington State sales tax. TIA shall not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other for non-building system equipmentstandard improvements to the Premises such as, (x) costs resulting but not limited to, Tenant’s moving costs, low voltage cabling, movable office furniture or other fixtures or equipment specific to Tenant’s use that Tenant may or may not remove from Premises after Tenant vacates Premises or fixtures or equipment that is reasonably determined by landlord to not be re-usable by another tenant after Tenant vacates Premises. Landlord shall not charge a Tenant Delay, (y) costs resulting from any default construction management fee for the work done by Tenant of its obligations under this Lease, or (z) costs that are recoverable or reasonably recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). In the event the estimated total TI Costs (as set forth provided for in the Budget) exceed TIA. Tenant reserves the TI Allowanceright to hire, Tenant shall deposit with Landlord such overage (at Tenant’s cost, independent construction management professionals to manage the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth work provided for in the Budget underestimates TIA. Subject to Tenant’s submittal of detailed plans to Landlord for Landlord’s written approval of said work prior to any work commencing, Landlord hereby approves the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions following permanent building standard improvements to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance Premises and the TI Deposit. However, Landlord shall be solely responsible for any costs related following repairs to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach and maintenance of Lease. Landlord equipment and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvements.fixtures:

Tenant Improvements. Landlord shall cause the Core and Shell Contractor or another Contractor designated by Landlord and approved by Tenant, such consent not to be unreasonably withheld or delayed (“TI Contractor”, and together will provide Tenant with Core and Shell Contractor, “Contractor”) to commence and thereafter diligently prosecute the construction of the tenant improvements an improvement allowance in the Premises pursuant to the Work Letter maximum amount of $105,000.00 (the “Tenant ImprovementsAllowance”). The Allowance shall be used by Tenant solely for improvements to the Premises as previously approved by Landlord in writing on the attached Exhibit A, including office space, a customer waiting area, and new lighting; providedbut in no event may the Allowance be used for personal property, howeverincluding but not limited to data cabling and wiring. After completion of Tenant’s work and the expiration of the statutory period in which mechanics and materialmen can file liens or the furnishing of lien releases acceptable to Landlord from all contractors and suppliers, that before performing Tenant shall deliver to Landlord a copy of the construction contract, all bills and invoices and such other documentation as Landlord may reasonably require to evidence payment of the expenses incurred by Tenant for which Tenant seeks reimbursement of the Allowance. Upon Landlord’s receipt of such items and verification of Tenant’s costs. Landlord shall pay to Tenant the Allowance, reduced by any Landlord project management fee, within fifteen (15) days of receipt of all of such documentation and verification. Landlord’s project management fee shall not exceed $750, provided Landlord has approved, in writing, all mechanical, electrical and plumbing contractors selected by Tenant for the Tenant Improvements, Landlord shall prepare in good faith an estimated budget for the construction of the Tenant Improvements and deliver such budget to Tenant for Tenant’s written approval prior the start of construction (the “Budget”). Landlord and Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update reserves the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if right, but not the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenantobligation, to modify the scope of the Tenant Improvements to bring the same in line with charge a budget reasonably acceptable to Tenant. The Tenant Improvements shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans (as defined in the Work Letter). Tenant shall pay all TI Costs, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of project management fee on the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections total cost of the Tenant ImprovementsImprovements should Tenant use a contractors) that has not been approved by the Landlord. Tenant must request reimbursement of the Allowance pursuant to this Paragraph 4 no later than December 31, 2012. If Tenant does not timely make such request, then all of Tenant’s rights to such Allowance or any portion thereof shall automatically terminate and be null and void as of such date, and (vi) Tenant shall no longer be entitled to any portion or all of the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (y) costs resulting from any default by Tenant of its obligations under this Lease, or (z) costs that are recoverable or reasonably recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors)Allowance. In the event the estimated total TI Costs (as set forth in costs of the Budget) exceed approved improvements for which Tenant seeks reimbursement are less than the TI full amount of the Allowance, Landlord shall be obligated to reimburse Tenant only the actual amount of such costs, and Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days not be entitled to payment or credit of receiving the Budget (the “TI Deposit”)any remaining balance. In the event Landlord determines the estimate costs of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions ’s improvements to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless Premises exceed the TI Costs are reduced to be within the Budget and previously paid TI DepositAllowance, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for such excess amounts. The provisions of this Paragraph 4 shall supersede any costs related to other improvement allowances, Landlord build-out obligations, and reimbursements previously set forth in the Tenant Improvements to the extent the same result from Lease, Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits performance obligations having been satisfied with respect to the Tenant Improvementsthereto.

Tenant Improvements. Landlord Other than the Shell Improvements, Lessee shall cause the Core and Shell Contractor or another Contractor designated by Landlord and approved by Tenantbe responsible for all improvements (collectively, such consent not to be unreasonably withheld or delayed (“TI Contractor”, and together with Core and Shell Contractor, “Contractor”) to commence and thereafter diligently prosecute the construction of the tenant improvements in the Premises pursuant to the Work Letter (the “Tenant Improvements”); provided, however, that before performing ) necessary to prepare the Tenant Improvements, Landlord shall prepare in good faith an estimated budget Premises for the construction operation of Lessee’s business. Before commencement of the Tenant Improvements in the Premises, Lessee shall submit plans and deliver specifications for Lessee’s Work and the name of the contractors Lessee desires to perform such budget work to Tenant Lessor for Tenant’s written approval prior the start of construction (the “Budget”). Landlord and Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval, which approval at reasonable intervals and shall notify Tenant not be unreasonably withheld or conditioned. Lessor shall respond, in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceededapproval or disapproval, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope of the Tenant Improvements to bring the same in line with a budget reasonably acceptable to Tenant. The Tenant Improvements shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans (as defined in the Work Letter). Tenant shall pay all TI Costs, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (y) costs resulting from any default by Tenant of its obligations under this Lease, or (z) costs that are recoverable or reasonably recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), submittals within five (5) business days of receiving receipt. Lessee shall not commence work until Lessor has approved Lessee’s plans and specifications and Lessee’s contractors. No response by Lessor shall be deemed Lessor’s approval. Lessee shall construct the Budget Tenant Improvements in accordance with the plans approved by Lessor, all applicable requirements, Paragraph 7.2 and the other applicable provisions of this Lease and using only contractors approved by Lessor. Included in the Base Rental rate, Lessor shall provide Lessee with a Twenty-Five Dollar ($25.00) per square foot allowance to be applied to the cost of the Tenant Improvements (the “TI DepositAllowance”). In The TI Allowance shall be payable in course of construction installments following delivery to Lessor of the event Landlord determines applicable Construction Documents (as defined below). Each installment shall be payable within twenty-five (25) days after Lessee supplies Lessor with documentation satisfactory to Lessor, that Lessee has approved of the estimate work performed and the contractor’s invoice is correct and acceptable. Lessor’s total Tenant Improvement Allowance shall not exceed Eight Hundred Thirty Thousand Dollars ($830,000.00). Together with each request for a disbursement of the TI Costs set forth in Allowance, Lessee shall submit the Budget underestimates following to Lessor (the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvements.“Construction Documents”):

Tenant Improvements. Landlord Promptly following Delivery of each Additional Premises Floor, Tenant shall cause the Core and Shell Contractor or another Contractor designated by Landlord and approved by Tenant, such consent not to be unreasonably withheld or delayed (“TI Contractor”, and together with Core and Shell Contractor, “Contractor”) to commence and thereafter diligently prosecute the construction of the tenant improvements in Tenant desires to make therein prior to Tenant’s initial occupancy of the Additional Premises pursuant to the Work Letter Floor (the “Tenant Improvements”); provided. For avoidance of doubt, however, that before performing the Tenant Improvements, Landlord shall prepare in good faith an estimated budget for the construction of (i) the Tenant Improvements and deliver such budget shall consist of interior improvements necessary to facilitate the use by Tenant of the Additional Premises for Tenant’s written approval prior the start of construction (the “Budget”). Landlord and Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals use(s) permitted hereunder, and shall notify Tenant in writing if not include the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope installation of the Tenant Improvements to bring the same in line with a budget reasonably acceptable to Tenant. The Tenant Improvements shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans Building Systems (as defined in the Work Letter)Paragraph 4.b. Tenant shall pay all TI Costs, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of the Premises Lease) or the modification of same; and (ii) Tenant is not acting as the “Initial TI Allowance”), together with (b) agent of Landlord in its construction efforts and not performing any work of improvements within the Additional AllowancePremises on behalf of Landlord. The “TI Costs” shall mean If, as of the Delivery of an Additional Premises Floor, all Tenant Core of the Additional Landlord Work on that Additional Premises Floor (if any) has not been completed, then, during the period commencing on the Delivery of such Additional Premises Floor and Shell Costs (as defined in continuing through the date immediately preceding the date that all of the Additional Landlord Work Letter) and all costs and expenses of performing the TI Workon that Additional Premises Floor is completed, including without limitation the hard and soft costs of (i) constructionno rent shall be due or accrue under the Lease (as amended by this Third Amendment) for the Additional Premises, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid Indemnitees covered by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) Tenant’s indemnity obligations under Paragraph 14.b. of the TI Allowance)Lease shall, as to the Additional Premises, be limited to SRI Nine Market Square LLC, and (iii) space planningTenant’s liability under the Lease (as amended by this Third Amendment) for acts or failures to act, designto the extent applicable to the Additional Premises, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any will be limited as described in Paragraph 25.b.6. of the Attached Property Lease (as defined in Section 18.5with the term “Construction Period” meaning the period commencing on the Third Amendment Effective Date and ending on the date all of the Landlord’s Work and Additional Landlord Work is completed), (v) building permits and other taxesprovided, fees, charges and levies by governmental and quasi-governmental agencies that for permits or for inspections the purposes of application to the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipmentAdditional Premises only, (x) costs resulting from a Tenant Delay, the term “Tenant’s Share” as used in Paragraph 25.b.6 of the Lease shall mean 11.61% and (y) costs resulting from any default by Tenant the rate included in clauses (b)(i) and (b)(ii) of its obligations under this Leasethe introductory paragraph of Paragraph 25.b.6 shall remain 7.8%. Accordingly, or (z) costs that are recoverable or reasonably recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). In the event the estimated total TI Costs (as set forth example contained in the Budget) exceed the TI Allowancepenultimate grammatical paragraph of Paragraph 25.b.6 would be restated, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Additional Premises, as follows: “By way of example, if, as of the Occurrence Date, (i) Landlord’s Project costs equal $100,000,000.00 (assuming $65,000,000.00 as the purchase price for the Building, and $35,000,000.00 of subsequent costs to improve the Building) and (ii) Tenant Improvementshas not previously paid to Landlord any Monthly Rent with respect to the Additional Premises, and (iii) there has been no draw upon the Letter of Credit, and (iv) as there are no payments due from Tenant to Landlord under the Lease (as amended by this Third Amendment) with respect to the Additional Premises prior to the date upon which Landlord completes Landlord’s Work in the Additional Premises, Tenant’s liability with respect to the Additional Premises would be limited to (x) 11.61% of $89,950,000.00 (i.e.,89.95% of Project Costs) or approximately $10,443,195.00.”

Tenant Improvements. Landlord shall cause the Core and Shell Contractor or another Contractor designated by Landlord and approved by Tenant, such consent not Tenant Improvements to be unreasonably withheld or delayed constructed in the Expansion Premises and the Existing Premises in the 11055 Building (collectively, the “TI Contractor”, and together with Core and Shell Contractor, “ContractorTotal 11055 Premises”) to commence and thereafter diligently prosecute the construction of the tenant improvements in the Premises pursuant to the Work Letter (the “Tenant Improvements”); provided, however, that before performing the Tenant Improvements, at a cost to Landlord shall prepare in good faith an estimated budget for the construction of the Tenant Improvements and deliver such budget not to Tenant for Tenant’s written approval prior the start of construction (the “Budget”). Landlord and Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope of the Tenant Improvements to bring the same in line with a budget reasonably acceptable to Tenant. The Tenant Improvements shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans (as defined in the Work Letter). Tenant shall pay all TI Costs, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Million Eight Hundred Twenty Five Sixty Thousand Dollars ($125.001,860,000) per rentable square foot of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in Allowance may be applied to the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (im) construction, (iin) the Construction Management Fee project management by Landlord (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed which fee shall equal three percent (3%) of the cost of the Tenant Improvements, including the TI Allowance), (iiio) commissioning of mechanical, electrical and plumbing systems by a licensed, qualified commissioning agent hired by Landlord, and review of such party’s commissioning report by a licensed, qualified commissioning agent hired by Tenant, (p) space planning, design, architect, engineering, data and phone cabling engineering and other related servicesservices performed by third parties unaffiliated with Tenant, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (vq) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies Governmental Authorities (as defined below) for permits or for inspections of the Tenant Improvements, and (vir) the Warm Shell Costscosts and expenses for labor, material, equipment and fixtures. In no event shall the TI Allowance be used for: for (w) payments to Tenant or any affiliates of Tenant, (x) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (y) costs resulting from any default by Tenant of its obligations under this Lease, Lease or (z) costs that are recoverable or reasonably recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). In Tenant shall have until the event date of Substantial Completion of the estimated total initial Tenant Improvements (the “TI Costs (as set forth in Deadline”), to expend the Budget) exceed unused portion of the TI Allowance, after which date Landlord’s obligation to fund such costs shall expire. In no event shall any unused TI Allowance entitle Tenant to a credit against Rent payable under this Lease. In Landlord’s reasonable discretion during the thirty (30) day period immediately prior to the Expansion Commencement Date, Landlord may permit Tenant to enter upon the Expansion Premises for the purpose of installing equipment, trade fixtures or the placement of personal property so long as such entry does not interfere with the completion of the Tenant Improvements; provided that Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk furnish to Landlord evidence satisfactory to maximize Tenant’s ability, to Landlord that insurance coverages required of Tenant under the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits Lease are in effect with respect to the Tenant ImprovementsExpansion Premises, and such entry shall be subject to all the terms and conditions of the Lease; and provided, further, that if the Expansion Commencement Date is delayed due to such early access, then the Expansion Commencement Date shall be the date that the Expansion Commencement Date would have occurred but for such delay.

Tenant Improvements. Landlord All Tenant Improvements shall cause the Core and Shell Contractor or another Contractor designated by Landlord and approved be performed by Tenant’s contractor, such consent not at Tenant’s sole cost and expense (subject to be unreasonably withheld or delayed (“TI Contractor”, and together Landlord’s obligations with Core and Shell Contractor, “Contractor”) respect to commence and thereafter diligently prosecute the construction any portion of the tenant improvements TI Allowance and in accordance with the Premises pursuant to Approved Plans (as defined below), the Lease and this Work Letter (Letter. To the “Tenant Improvements”); provided, however, extent that before performing the Tenant Improvements, Landlord shall prepare in good faith an estimated budget for the construction total projected cost of the Tenant Improvements and deliver (as projected by Landlord) exceeds the TI Allowance (such budget to Tenant for Tenant’s written approval prior the start of construction (excess, the “BudgetExcess TI Costs”). Landlord and , Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update pay the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope costs of the Tenant Improvements on a pari passu basis with Landlord as such costs become due, in the proportion of Excess TI Costs payable by Tenant to bring the base TI Allowance. If the cost of the Tenant Improvements (as projected by Landlord) increases over Landlord’s initial projection, then Landlord may notify Tenant and Tenant shall pay any additional Excess TI Costs in the same way that Tenant pays the initial Excess TI Costs. If Tenant fails to pay, or is late in line paying, any sum due to Landlord under this Work Letter, then Landlord shall have all of the rights and remedies set forth in the Lease for nonpayment of Rent (including the right to interest and the right to assess a late charge), and for purposes of any litigation instituted with a budget reasonably acceptable regard to Tenantsuch amounts the same shall be considered Rent. The All material and equipment furnished by Tenant or its contractors as the Tenant Improvements shall be new or “like new;” the Tenant Improvements shall be performed in a first-class, workmanlike manner and shall substantially conform with Applicable Laws manner; and the Approved TI Plans (as defined in quality of the Work Letter)Tenant Improvements shall be of a nature and character not less than the Building Standard. Tenant shall pay all TI Coststake, except that Landlord and shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of require its contractors to take, commercially reasonable steps to protect the Premises (during the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses performance of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, including covering or temporarily removing any window coverings so as to guard against dust, debris or damage and (vi) ensuring compliance with the Warm Shell CostsContractor Rules and Regulations. In no All Tenant Improvements shall be performed in accordance with Article 17 of the Lease; provided that, notwithstanding anything in the Lease or this Work Letter to the contrary, in the event shall of a conflict between this Work Letter and Article 17 of the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (y) costs resulting from any default by Tenant of its obligations under this Lease, or (z) costs that are recoverable or reasonably recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant terms of this Work Letter shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Depositgovern. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costsapplicable, Tenant shall reimburse Landlord the difference between (a) the TI Costs all vivarium or critical operation areas must have dedicated HVAC and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvementselectrical systems serving those areas.

Tenant Improvements. Landlord and Tenant have approved the space plan and reflected ceiling plan for the Premises prepared by Xxxxxxxx Xxxx Xxxxxxx Architects, dated May 2, 2019, and the associated TI Scope List dated May 21, 2019 (collectively, the “Space Plan”), a copy of which is attached hereto as Schedule 1. Within five (5) business days following the date Tenant executes this Lease, Tenant shall cooperate in good faith with Landlord’s architects and engineers to supply such information necessary to allow the Landlord’s architects and engineers to complete the architectural and engineering drawings for the Premises, and the final architectural working drawings in a form which is complete to allow subcontractors to bid on the work and to obtain all applicable permits (the “Permits”) and in a manner consistent with, and which are a logical extension of, the Space Plan (collectively, the “Working Drawings”). Landlord shall supply Tenant with electronic and hard copies of the Working Drawings within three (3) business days of their completion. Tenant shall advise Landlord within seven (7) business days after Tenant’s receipt of such copies of the Working Drawings if the same are not consistent with the Approved Space Plan or incomplete in any material respect. If Landlord is so advised, Landlord shall promptly cause the Core and Shell Contractor or another Contractor designated by Landlord and approved by Tenant, such consent not Working Drawings to be unreasonably withheld revised to make them consistent with, or delayed (“TI Contractor”a reasonable extension of, the Approved Space Plan, it being the parties’ intention that the Working Drawings will be a natural and logical evolution of the Approved Space Plan. Landlord shall then re-submit the revised Working Drawings to Tenant in the format prescribed above, and together Tenant shall thereafter respond within the same timeframe set forth above, with Core the process repeating until Tenant approves or is deemed to have approved the Working Drawings (the “Approved Working Drawings”). Landlord, at its sole cost and Shell Contractorexpenses (except as expressly provided in this Tenant Work Letter), “Contractor”) to commence and thereafter diligently prosecute shall construct the construction of the tenant improvements in the Premises pursuant to the Work Letter (the “Tenant Improvements”); ) using Building standard methods, materials, and finishes pursuant to the Approved Working Drawings. Tenant shall make no changes or modifications to (i) the Space Plan or (ii) once completed and approved, the Approved Working Drawings, without the prior written consent of Landlord, which consent may be withheld in Landlord’s sole discretion if such change or modification would directly or indirectly delay the “Substantial Completion,” as that term is defined in Section 4.1 of this Tenant Work Letter, of the Premises or increase the cost of designing or constructing the Tenant Improvements, provided, however, that before performing the if Tenant Improvements, Landlord shall prepare in good faith an estimated budget for the construction of the Tenant Improvements and deliver such budget to Tenant for Tenant’s written approval prior the start of construction (the “Budget”). Landlord and Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant agrees in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope of the Tenant Improvements to bring the same in line with a budget reasonably acceptable to Tenant. The Tenant Improvements any such delay shall be performed a “Tenant delay” subject to Section 4.2 of this Tenant Work Letter and/or Tenant agrees in a workmanlike manner and shall substantially conform writing to deposit such additional costs with Applicable Laws and Landlord or apply the Approved TI Plans Improvement Allowance (as defined in the Work Letter). Tenant shall pay all TI Costs, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.52.2 below), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (y) costs resulting from any default by Tenant of its obligations under this Lease, or (z) costs that are recoverable or reasonably recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate not unreasonably withhold, condition or delay its approval to such changes. On the same to Tenant and, if required by TenantLease Commencement Date, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI CostsPremises, Base Building, and unless the TI Costs are reduced to be within Common Areas (including the Budget so-called “path of travel”) shall have been constructed in a good and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlordworkmanlike manner, and such additional amount shall be added to the TI Deposit. If the sum in compliance with applicable laws for unoccupied space as of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum date of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements Lease to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and required to allow Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain a certificate of occupancy or its legal equivalent allowing the benefit legal occupancy of any applicable research and development tax credits with respect to the Tenant Improvements.Premises for the Permitted Use. EXHIBIT B SORRENTO HIGHLANDS SECTION 2

Tenant Improvements. Tenant shall not make or allow to be made any structural alterations or physical additions in or to the Leased Premises (“Tenant Alterations”) without complying with all Legal Requirements and without first obtaining the written consent of Landlord. Consent may be conditioned upon review and approval of plans and specifications and monitoring of construction by Landlord, Landlord’s consultants or any manufacturer providing any original components of the Leased Premises. Landlord’s review of Tenant’s plans and specifications and monitoring of construction shall be solely for Landlord’s benefit and shall impose no duty or obligation on Landlord to confirm that the plans and specifications and/or construction comply with any Legal Requirements. Any Tenant Alterations shall cause the Core be made or performed at Tenant’s sole cost and Shell Contractor expense by a contractor or another Contractor designated by contractors acceptable to Landlord and approved by in a good, workmanlike and lien free manner. All Tenant Alterations are the property of Landlord and must be surrendered to Landlord upon the termination of this Lease without credit to Tenant, such consent not to be unreasonably withheld or delayed (“TI Contractor”, and together with Core and Shell Contractor, “Contractor”) to commence and thereafter diligently prosecute the construction of the tenant improvements in the Premises pursuant to the Work Letter (the “Tenant Improvements”); provided, however, that before performing Landlord, at its option, at the Tenant Improvementstime Landlord’s consent is granted, Landlord shall prepare may designate in good faith an estimated budget for the construction of the Tenant Improvements and deliver such budget writing to Tenant for Tenant’s written approval prior that Tenant remove certain Tenant Alterations in order to restore the start Leased Premises to the condition existing at the time Tenant took possession, all costs of construction (the “Budget”). Landlord and Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely removal to be exceededborne by Tenant. If there is an indication that the Budget is likely This clause does not apply to be exceededmoveable equipment, Landlord and Tenant shall work together cooperatively, if required fixtures or furniture owned by Tenant, to modify which may be removed by Tenant at the scope end of the Tenant Improvements Term, provided such removal can he accomplished without material damage to bring the same in line with a budget reasonably acceptable to TenantLeased Premises. The Tenant Improvements shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans (as defined in the Work Letter). Tenant shall pay all TI Costs, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase Upon completion of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (y) costs resulting from any default by Tenant of its obligations under this Lease, or (z) costs that are recoverable or reasonably recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI AllowanceAlterations, Tenant shall deposit provide Landlord with Landlord such overage “as built plans” (the “TI Allowance Excess”on CAD form), within five copies of all construction contracts and proof of payment for all labor and materials (5) business days of receiving the Budget (the “TI Deposit”including lien waivers). In To defer the event cost to Landlord determines associated with Tenant Alterations and confirming that such improvements are in accordance with the estimate terms of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget this Lease and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costscomply with all Legal Requirements, Tenant shall reimburse Landlord the difference between within thirty (a30) the TI Costs days after notice and (b) the sum supporting documentation, as Additional Rent, any sums expended by Landlord for third party examination of the TI Allowance architectural, mechanical, electrical and plumbing plans for any Tenant Alterations. Tenant, at its own cost and expense and without Landlord’s prior approval, may erect such shelves, machinery and trade fixtures (collectively “Trade Fixtures”) in the ordinary course of its business provided that such items do not alter the basic character of the Leased Premises, do not overload or damage the Leased Premises, may be removed without injury to the Leased Premises, and the TI Deposit. Howeverconstruction, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from erection, and installation thereof complies with all Legal Requirements and with Landlord’s gross negligencerequirements set forth above. Upon expiration or earlier termination or this Lease, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of remove its Trade Fixtures and shall repair any applicable research and development tax credits with respect to the Tenant Improvementsdamage caused by such removal.

Tenant Improvements. Landlord Each Additional Space shall cause the Core and Shell Contractor or another Contractor designated initially be delivered by Landlord and approved accepted by TenantTenant in its “as-is” condition. Following the Delivery Date for each Additional Space, such consent not to be unreasonably withheld or delayed Landlord shall provide Tenant with a tenant improvement allowance (the “TI Contractor”, and together with Core and Shell Contractor, “ContractorAllowance”) to commence and thereafter diligently prosecute the construction of the $15.00 per usable square foot for tenant improvements in the Premises pursuant to the Work Letter (the “Tenant Improvements”)) to be made by Landlord to (but only to) such Additional Space. The TI Allowance for one Additional Space shall not be used for another Additional Space, and the installation of the Tenant Improvements shall not delay the Delivery Date or the commencement of Basic Monthly Rent for such Additional Space, which Basic Monthly Rent shall, in all events, commence on the Delivery Date. The Parties shall exert good faith, commercially reasonable efforts to agree as soon as reasonably practicable on the Tenant Improvements for each Additional Space and a budget therefor. Such agreed on Tenant Improvements shall then be made by Landlord in accordance with such budget as soon as reasonably practicable after such agreement. The construction reasonably required to complete the Tenant Improvements shall not lessen or otherwise affect Tenant’s rent obligations under the Lease, as amended by this Amendment, and such construction is intended to occur within the first four (4) months after the Delivery Date of the Additional Space concerned. Tenant shall pay to Landlord all costs and expenses incurred by Landlord in connection with the Tenant Improvements, together with a project management fee of five percent (5%) of such costs and expenses, less the TI Allowance for the Additional Space concerned, within ten (10) days after the date of an invoice therefor, which invoice may be delivered prior to the commencement of construction of the Tenant Improvements concerned; provided, however, that before performing the Tenant Improvements, space planning will be provided by Landlord shall prepare in good faith an estimated budget for the construction of the Tenant Improvements and deliver such budget to Tenant for Tenant’s written approval prior the start of construction (the “Budget”). Landlord and Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope of the Tenant Improvements to bring the same in line with a budget reasonably acceptable no cost to Tenant. The Tenant Improvements shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans (as defined in the Work Letter). Tenant shall pay If all TI Costs, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and or any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (y) costs resulting from any default by Tenant of its obligations under this Lease, or (z) costs that are recoverable or reasonably recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum portion of the TI Allowance plus the TI Deposit for any particular Additional Space is not sufficient to cover used on or before the TI Costsdate that is one (1) year after the Delivery Date for such Additional Space, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the such TI Allowance and the TI Deposit. However, Landlord or such portion that is not used shall be solely responsible for any costs related lost and shall no longer be available to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvements.

Tenant Improvements. Tenant shall not make or allow to be made any alterations or physical additions in or to the Leased Premises ("Tenant Alterations") without complying with all Legal Requirements and without first obtaining the written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed Consent may be conditioned upon review and approval of plans and specifications and monitoring of construction by Landlord. Landlord's review of Tenant's plans and specifications and monitoring of construction shall be solely for Landlord's benefit and shall impose no duty or obligation on Landlord to confirm that the plans and specifications and/or construction comply with any Legal Requirements. Any Tenant Alterations shall cause the Core be made or performed at Tenant's sole cost and Shell Contractor expense by a contractor or another Contractor designated by contractors acceptable to Landlord and approved by in a good, workmanlike and lien free manner. All Tenant Alterations are the property of Landlord and must be surrendered to Landlord upon the termination of this Lease without credit to Tenant, such consent not to be unreasonably withheld or delayed (“TI Contractor”, and together with Core and Shell Contractor, “Contractor”) to commence and thereafter diligently prosecute the construction of the tenant improvements in the Premises pursuant to the Work Letter (the “Tenant Improvements”); provided, however, that before performing Landlord, at its option, may require Tenant to remove any Tenant Alterations in order to restore the Leased Premises to the condition existing at the time Tenant Improvementstook possession, Landlord shall prepare in good faith an estimated budget for the construction all costs of the Tenant Improvements and deliver such budget to Tenant for Tenant’s written approval prior the start of construction (the “Budget”). Landlord and Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely removal to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required borne by Tenant, provided notice of such requirement is delivered to modify Tenant at the scope time consent for the Tenant Alterations is given. This clause does not apply to moveable equipment or furniture owned by Tenant, which may be removed by Tenant at the end of the Tenant Improvements Term if no Event of Default then exists and if such equipment and furniture are not then subject to bring any other rights, liens and interest of Landlord and such removal can be accomplished without material damage to the same in line with a budget reasonably acceptable to TenantLeased Premises. The Tenant Improvements shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans (as defined in the Work Letter). Tenant shall pay all TI Costs, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase Upon completion of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (y) costs resulting from any default by Tenant of its obligations under this Lease, or (z) costs that are recoverable or reasonably recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI AllowanceAlterations, Tenant shall deposit provide Landlord with Landlord such overage "as built plans" (the “TI Allowance Excess”on CADD form), within five copies of all construction contracts and proof of payment for all labor and materials (5) business days of receiving the Budget (the “TI Deposit”including lien waivers). In To defer the event cost to Landlord determines associated with Tenant Alterations and confirming that such improvements are in accordance with the estimate terms of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget this Lease and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costscomply with all Legal Requirements, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum upon demand, as Additional Rent, any sums expended by Landlord for third party examination of the TI Allowance architectural, mechanical, electrical and plumbing plans for any Tenant Alterations. Tenant, at its own cost and expense and without Landlord's prior approval, may erect such shelves, bins, machinery and trade fixtures (collectively "Trade Fixtures") in the ordinary course of its business provided that such items do not alter the basic character of the Leased Premises, do not overload or damage the Leased Premises, may be removed without injury to the Leased Premises, and the TI Depositconstruction, erection, and installation thereof complies with all Legal Requirements and with Landlord's requirements set forth above. HoweverUpon expiration or earlier termination or this Lease, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of remove its Trade Fixtures and shall repair any applicable research and development tax credits with respect to the Tenant Improvementsdamage caused by such removal.

Tenant Improvements. Tenant will furnish or perform those items of construction and those improvements (the "Tenant Improvements") specified or referenced in Exhibit 2 attached hereto. Landlord shall cause pay for the Core and Shell Contractor or another Contractor designated by Landlord and approved by Tenant, such consent not Tenant Improvements up to be unreasonably withheld or delayed a maximum amount of $1,760,000.00 (“the "TI Contractor”Allowance"), and together with Core and Shell Contractor, “Contractor”) in no event shall Landlord have any obligation to commence and thereafter diligently prosecute the construction of the tenant improvements in the Premises pursuant to the Work Letter (the “Tenant Improvements”); provided, however, that before performing the Tenant Improvements, Landlord shall prepare in good faith an estimated budget pay for the construction any costs of the Tenant Improvements and deliver in excess of such budget to Tenant for Tenant’s written approval prior the start of construction (the “Budget”). Landlord and Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceededamount. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope cost of the Tenant Improvements to bring the same exceeds such amount, any estimated overage in line with a budget reasonably acceptable to excess of such amount shall be paid by Tenant. The Tenant Improvements shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans (as defined in the Work Letter). Further, Tenant shall pay all TI Costs, except that repay Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars $1,337,600.00 ($125.00) per rentable square foot of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%19 psf) of the TI Allowance, together with interest at 10.75% per annum, in equal monthly installments over the Lease Term of $28,923.00 (the "TI Amortization"). Tenant shall have the right to select its own contractors subject to Landlord's consent of such contractors, (iii) space planningwhich shall not be unreasonably withheld. ADDENDUM II LETTER OF CREDIT FOR ADDITIONAL SECURITY DEPOSIT ATTACHED TO AND A PART OF THE LEASE AGREEMENT DATED APRIL 16, design1996, architectBETWEEN SECURITY CAPITAL INDUSTRIAL TRUST and INSYNC SYSTEMS, engineeringINC. The Additional Security Deposit shall be in the form of an unconditional, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any irrevocable letter of credit from a bank reasonably acceptable to Landlord. The letter of credit shall either provide that it does not expire until the end of the Attached Property (as defined in Section 18.5)Lease term or, (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies if it is for permits or for inspections less than the full term of the Tenant ImprovementsLease, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (y) costs resulting from any default renewed by Tenant at least 30 days prior to its expiration during the term of the Lease. The letter of credit shall provide that it may be drawn down upon by Landlord at any time Landlord delivers its obligations under site draft to the bank. If Landlord sells or conveys the Premises, Tenant shall, at Landlord's request, cooperate in having the letter of credit transferred to the purchaser. If the letter of credit is ever drawn upon by Landlord pursuant to the terms of the Lease and this Lease, or (z) costs that are recoverable or reasonably recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI AllowanceAddendum, Tenant shall deposit with Landlord such overage within ten (10) days thereafter cause the “TI Allowance Excess”), within five (5) business days letter of receiving the Budget (the “TI Deposit”)credit to be restored to its original amount. In the event Landlord determines the estimate The form of the TI Costs set forth in the Budget underestimates the amount Letter of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance ExcessCredit, then Landlord shall communicate the same to Tenant andSight Draft, if required by TenantDrawing Request and Notice of Assignment are attached hereto as Annex II-1, the parties shall discuss revisions to the Budget II-2, II-3 and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of LeaseII-4 respectively. Landlord and will release the letter of credit after three years provided Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to meets the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvements.following criteria:

Tenant Improvements. Except for any Tenant Improvements that Tenant elects for Landlord to perform pursuant to Article 4 of the Lease, all Tenant Improvements shall cause the Core and Shell Contractor or another Contractor designated by Landlord and approved be performed by Tenant’s contractor, such consent not at Tenant’s sole cost and expense (subject to be unreasonably withheld or delayed (“TI Contractor”, and together Landlord’s obligations with Core and Shell Contractor, “Contractor”) respect to commence and thereafter diligently prosecute the construction any portion of the tenant improvements TI Allowance) and in accordance with the Premises pursuant to Approved Plans (as defined below), the Lease and this Tenant Work Letter (Letter. To the “Tenant Improvements”); provided, however, extent that before performing the Tenant Improvements, Landlord shall prepare in good faith an estimated budget for the construction total projected cost of the Tenant Improvements and deliver (as reasonably projected by Landlord) exceeds the TI Allowance (such budget to Tenant for Tenant’s written approval prior the start of construction (excess, the “BudgetExcess TI Costs”). Landlord and , Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update pay the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope costs of the Tenant Improvements on a pari passu basis with Landlord as such costs become due, in the proportion of Excess TI Costs payable by Tenant to bring the TI Allowance payable by Landlord. If Tenant fails to pay, or is late in paying, any sum due to Landlord under this Tenant Work Letter, then Landlord shall have all of the rights and remedies set forth in the Lease for nonpayment of Rent (including the right to interest), and for purposes of any litigation instituted with regard to such amounts the same in line with a budget reasonably acceptable to Tenantshall be considered Rent. The All material and equipment furnished by Tenant or its contractors as the Tenant Improvements shall be new or “like new;” the Tenant Improvements shall be performed in a first-class, workmanlike manner and shall substantially conform with Applicable Laws manner; and the Approved TI Plans (as defined in quality of the Work Letter)Tenant Improvements shall be of a nature and character not less than the Building Standard. Tenant shall pay all TI Coststake, except that Landlord and shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of cause its contractors to take, commercially reasonable steps to protect the Premises (during the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses performance of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of including covering or temporarily removing any furniturewindow coverings so as to guard against dust, personal property debris or other non-building system equipment, (x) costs resulting from a Tenant Delay, (y) costs resulting from any default by Tenant of its obligations under this Lease, or (z) costs that are recoverable or reasonably recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvementsdamage.

Tenant Improvements. Landlord All Tenant Improvements shall cause the Core and Shell Contractor or another Contractor designated by Landlord and approved be performed by Tenant’s contractors, such consent not at Tenant’s sole and direct cost and expense (subject to be unreasonably withheld or delayed (“TI Contractor”, and together Landlord’s obligations with Core and Shell Contractor, “Contractor”) respect to commence and thereafter diligently prosecute the construction any portion of the tenant improvements TI Allowance) and in accordance with the Premises pursuant to Approved Plans (as defined below), the Lease and this Work Letter (the “Tenant Improvements”); provided, however, that before performing Letter. As part of the Tenant Improvements, with Landlord’s approval, Tenant may locate a Generator (as defined in Section 16.2 of the Lease) at the Project or on the roof of the Building in a location to be agreed upon by Landlord and Tenant during the design of the Tenant Improvements. The cost of maintaining, repairing and replacing the Generator shall prepare in good faith an estimated budget for be Tenant’s sole responsibility. To the construction extent that the total projected cost of the Tenant Improvements and deliver (as reasonably projected by Tenant) exceeds the TI Allowance (such budget to Tenant for Tenant’s written approval prior the start of construction (excess, the “BudgetExcess TI Costs”). Landlord and , Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budgetpay such Excess TI Costs. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope pay all costs of the Tenant Improvements as such costs become due and Landlord (upon receipt of a Reimbursement Request (as defined in Section 6.3) and the accompanying materials required by Section 6.3) shall reimburse Tenant on a pari passu basis, in the proportion of the TI Allowance payable by Landlord to bring the total projected costs of the Tenant Improvements. If Tenant fails to pay, or is late in paying, any sum due under this Work Letter, then Landlord may, but shall not be obligated to, pay such sums and collect the same from Tenant and shall have all of the rights and remedies set forth in line the Lease for nonpayment of Rent (including the right to interest and the right to assess a late charge), and for purposes of any litigation instituted with a budget reasonably acceptable regard to Tenantsuch amounts the same shall be considered Rent. The All material and equipment furnished by Tenant or its contractors as the Tenant Improvements shall be new or “like new;” the Tenant Improvements shall be performed in a good and workmanlike manner manner; and the Tenant Improvements shall be of Class A quality Tenant shall take, and shall substantially conform with Applicable Laws and the Approved TI Plans (as defined in the Work Letter). Tenant shall pay all TI Costsrequire its contractors to take, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of commercially reasonable steps to protect the Premises (during the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses performance of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of including covering or temporarily removing any furniturewindow coverings so as to guard against dust, personal property debris or other non-building system equipment, (x) costs resulting from a Tenant Delay, (y) costs resulting from any default by Tenant of its obligations under this Lease, or (z) costs that are recoverable or reasonably recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvementsdamage.

Tenant Improvements. Tenant and Landlord have agreed that Tenant Project Architect, RRM, will work as both the Tenant Project Architect and the Landlord Project Architect to design and complete both the Landlord Improvements and Tenant Improvements, though all such work shall cause be done under separate contracts, with each party responsible for the Core and Shell payment obligations of its own contract. The Parties also acknowledge that Xxxxxxxx’s General Contractor is JW Design. Tenant may use JW Design for its Tenant Improvements or another Contractor designated by Landlord and approved by Tenant, such consent not to be unreasonably withheld or delayed (“TI Contractor”, and together with Core and Shell general contractor. If Tenant uses Landlord’s General Contractor, “Contractor”) to commence and thereafter diligently prosecute the construction of the tenant improvements in the Premises Tenant Improvement work shall be done pursuant to the Work Letter (the “separate Tenant Improvements”); providedGeneral Contract. If Xxxxxx uses a general contractor for Tenant Improvements other than JW Design, however, that before performing both Tenant’s General Contract and the Tenant ImprovementsGeneral Contractor shall be subject to Landlord’s approval, Landlord which shall prepare in good faith an estimated budget for not be unreasonably withheld, conditioned or delayed, provided such Tenant General Contractor is financially qualified, licensed, insured, and possess the construction experience necessary to complete a project of the size, scope and quality contemplated by .this Lease, but with the limitation that Landlord’s approval of the Tenant Improvements General Contract shall not be conditioned on changes to the Tenant General Contract that increase the costs of such contract to Tenant. Notwithstanding whether Xxxxxx uses a separate Tenant General Contractor, JW Design shall be responsible for coordinating with RRM Design Group and deliver such budget to Tenant for allocating the work done by Xxxxxxxx’s General Contractor and Tenant’s written approval prior the start of construction (the “Budget”)General Contractor. If JW Design acts as both Landlord and Tenant General Contractor, JW Design’s overhead costs, if billed under contract, shall be allocated to each contract in proportion to the total cost of each contract. Tenant shall have the right to enter the Premises to work together cooperatively with Xxxxxx’s General Contractor in completing Tenant Improvements. At all times while accessing the Property during construction: (A) Tenant shall comply with all terms and in good faith conditions of this Lease other than the obligation to achieve a mutually acceptable Budgetpay Rent (except after Rent Commencement Date); (B) Tenant shall not materially interfere with completion of the Landlord Improvements; and (C) Tenant shall not begin operation of its business. Xxxxxx agrees that it will not hire other contractors to work on the Project except through either through the Tenant General Contractor or JW Design to ensure coordination of work, maintenance of adequate insurance and to prevent liens being placed against the Property for unpaid work. Landlord shall update supply Tenant with all utility services furnished to the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope of the Tenant Improvements to bring the same in line with a budget reasonably acceptable to Tenant. The Tenant Improvements shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans (as defined in the Work Letter)Premises during such early entry period. Tenant shall pay ensure timely payment of all TI Costs, except that Landlord shall pay for TI Costs that do not exceed work under the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of Tenant General Contract and keep the Premises (the “Initial TI Allowance”)free and clear of liens, together with (b) the Additional Allowance. The “TI Costs” shall mean repair all Tenant Core damage arising from Tenant’s activities, and Shell Costs (as defined in the Work Letter) indemnify and hold Landlord harmless from all costs resulting liability, claims, demands, and expenses of performing the TI Workcosts, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, attorneys’ fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of in connection with Xxxxxx’s entry. Notwithstanding the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (y) costs resulting from any default by Tenant of its obligations under this Lease, or (z) costs that are recoverable or reasonably recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowanceforegoing, Tenant shall deposit with Landlord such overage (have no right to actually occupy the “TI Allowance Excess”)Premises to conduct Xxxxxx’s business prior to the Tenant’s receipt of valid certificate or conditional certificate of occupancy. Notwithstanding anything contained herein, within five (5) business days under no circumstances could Tenant be required to fund project costs in excess of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate 89.9% of the TI Costs set forth in total project costs incurred at any point during the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvementsconstruction period.

Tenant Improvements. Landlord shall cause the Core and Shell Contractor or another Contractor designated by Landlord and approved by Tenant, such consent not Tenant may also build certain additional improvements to be unreasonably withheld or delayed (“TI Contractor”, and together with Core and Shell Contractor, “Contractor”) to commence and thereafter diligently prosecute the construction of the tenant improvements in the Premises pursuant to the Work Letter (the “Tenant Improvements”); provided, howeveras more particularly described in the Work Letter attached as Exhibit “E”. Landlord has included a Tenant Improvement allowance of Six Dollars ($6.00) per square foot of the Building (“TI Allowance”) (i.e., that before performing if the Tenant ImprovementsBuilding is 430,500 square feet, Landlord shall prepare in good faith an estimated budget $2,583,000.00) for the design, construction drawings, permits and actual construction of the Tenant Improvements and deliver such budget for payment of any Change Order Costs. Tenant shall be entitled to seek disbursement from the available TI Allowance to be paid, at Tenant’s election, either to Tenant for to the extent Tenant has previously paid such amounts or directly to Tenant’s written approval prior contractors, their subcontractors, and suppliers for the start cost of construction (the “Budget”). Landlord and any Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable BudgetImprovements constructed or installed by such contractors, subcontractors, and/or suppliers. Landlord shall update provide said disbursement within thirty (30) days after receipt of a written request for disbursement, provided that Tenant is in compliance with the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope of the Tenant Improvements to bring the same in line with a budget reasonably acceptable to Tenant. The Tenant Improvements shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans (as defined in the Work Letter). Tenant shall pay all TI Costs, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of following: (i) construction, Landlord must receive a written request for disbursement from Tenant together with complete invoices with all back up including copies of invoices from subcontractors to support general contractor invoices; (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project Landlord must have received W-9s for each contractor, subcontractor or construction management fees paid by Tenant supplier to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), paid; (iii) space planningLandlord must receive conditional upon progress lien waivers for each contractor, design, architect, engineering, data subcontractor or supplier to paid along with unconditional upon progress lien waivers for all previous disbursements; and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined Tenant is not in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase default of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (y) costs resulting from any default by Tenant of its obligations under this Lease, or (z) costs that are recoverable or reasonably recoverable by lease. All Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). In Improvements shall be constructed in the event the estimated total TI Costs (as manner set forth in the BudgetWork Letter. All invoices shall be subject to a ten percent (10%) exceed retention to be held either under the TI Allowanceapplicable construction contract, Tenant or if no retention thereunder, by Landlord. Payment of the ten percent (10%) retention shall deposit with Landlord such overage (be made upon Landlord’s receipt of the “TI Allowance Excess”), within five (5) business days as-built” drawings of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvements. Invoices must be received by the 5th of the month to be paid within thirty (30) days.

Tenant Improvements. Landlord shall cause solicit bids for the Core and Shell Contractor or another Contractor designated by Landlord and Tenant Improvements from no less than three (3) but not more than five (5) general contractors as mutually approved by TenantTenant and Landlord (which may include some or all of the general contractors listed in the definition of "Contractor" above). All subcontracted work (except for fire alarm, such consent not Building automation system(s) connections, Building roof work and work associated with existing warranties) will be competitively bid by a minimum of three (3) qualified subcontractors in each trade of work. Tenant and Landlord will mutually agree on the selection of the Contractor to be unreasonably withheld or delayed (“TI Contractor”, and together with Core and Shell the general contractor for the Tenant Improvements. Upon selection of the Contractor, “Contractor”) Landlord will enter into a construction contract with the Contractor to commence perform the Work and thereafter diligently prosecute making advances to Contractor from the Improvement Allowance. The Tenant Improvements, pursuant to a construction contract that will provide for Substantial Completion to occur within the time period provided for in the Timeline and deliver possession of the Expansion Space to Tenant. Tenant will be responsible for all direct and indirect costs of the design and construction of the tenant improvements in the Premises pursuant to the Work Letter (the “Tenant Improvements”); provided. Such costs may include, howeverwithout limitation, that before performing all costs of preparing the Space Plan, construction document preparation, design, Plans and Specifications, general conditions, labor, materials, and other construction costs, the fees (on an hourly basis) of Contractor’s project manager and site superintendent for the Tenant Improvements, Landlord shall prepare and all costs incurred in good faith an estimated budget connection with obtaining permits for the Tenant Improvements. If the contracts for the construction of the Tenant Improvements and deliver such budget to Tenant for Tenant’s written approval prior will exceed the start of construction (the “Budget”). Landlord and Improvement Allowance, Tenant shall work together cooperatively pay such excess in full. For all purposes of ownership, including risk of loss thereto, the Tenant Improvements will immediately upon installation be and in good faith remain a part of the Building and the property of Landlord. Work shall be deemed to achieve a mutually acceptable Budgetcompleted upon Substantial Completion. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant hereby elects in writing if to have Landlord's Construction Manager, Xxxxx Interests, manage the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope construction of the Tenant Improvements for this phase and agrees that such Construction Manager shall receive a fee for such services in an amount equal to bring the same in line with a budget reasonably acceptable to Tenant. The Tenant Improvements shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans (as defined in the Work Letter). Tenant shall pay all TI Costs, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) hard costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (y) costs resulting from any default by Tenant of its obligations under this Lease, or (z) costs that are recoverable or reasonably recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvementsconstruction.

Tenant Improvements. Landlord shall cause solicit bids for the Core and Shell Contractor or another Contractor designated by Landlord and Tenant Improvements from no less than three (3) but not more than five (5) general contractors as mutually approved by TenantTenant and Landlord (which may include some or all of the general contractors listed in the definition of "Contractor" above). All subcontracted work (except for fire alarm, such consent not Building automation system(s) connections, Building roof work and work associated with existing warranties) will be competitively bid by a minimum of three (3) qualified subcontractors in each trade of work. Tenant and Landlord will mutually agree on the selection of the Contractor to be unreasonably withheld or delayed (“TI Contractor”, and together with Core and Shell the general contractor for the Tenant Improvements. Upon selection of the Contractor, “Contractor”) Landlord will enter into a construction contract with the Contractor to commence perform the Work and thereafter diligently prosecute making advances to Contractor from the Improvement Allowance. The Tenant Improvements, pursuant to a construction contract that will provide for Substantial Completion to occur within the time period provided for in the Timeline and deliver possession of the Expansion Space to Tenant. Tenant will be responsible for all direct and indirect costs of the design and construction of the tenant improvements in the Premises pursuant to the Work Letter (the “Tenant Improvements”); provided. Such costs may include, howeverwithout limitation, that before performing all costs of preparing the Space Plan, construction document preparation, design, Plans and Specifications, general NEW EXHIBIT D – TENANT IMPROVEMENTS AGREEMENT conditions, labor, materials, wiring and cabling costs, MEP fees, and other construction costs, the fees (on an hourly basis) of Contractor’s project manager, Landlord’s construction manager and site superintendent for the Tenant Improvements, Landlord shall prepare and all costs incurred in good faith an estimated budget connection with obtaining permits for the Tenant Improvements and moving costs (not to exceed $37,360.05). If the contracts for the construction of the Tenant Improvements and deliver such budget to Tenant for Tenant’s written approval prior will exceed the start of construction (the “Budget”). Landlord and Improvement Allowance, Tenant shall work together cooperatively pay such excess in full. For all purposes of ownership, including risk of loss thereto, the Tenant Improvements will immediately upon installation be and in good faith remain a part of the Building and the property of Landlord. Work shall be deemed to achieve a mutually acceptable Budgetcompleted upon Substantial Completion. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant hereby elects in writing if to have Landlord's construction manager, Xxxxxxx Xxxxxx, manage the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope construction of the Tenant Improvements for this phase and agrees that such construction manager shall receive a fee for such services in an amount equal to bring the same in line with a budget reasonably acceptable to Tenant. The Tenant Improvements shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans (as defined in the Work Letter). Tenant shall pay all TI Costs, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) hard costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (y) costs resulting from any default by Tenant of its obligations under this Lease, or (z) costs that are recoverable or reasonably recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvementsconstruction.

Tenant Improvements. Notwithstanding anything in this Lease to the contrary, promptly after the full execution and delivery of this Lease and prior to the Commencement Date, Landlord shall shall, at Landlord’s sole cost and expense, cause the Core and Shell Contractor or another Contractor designated by Landlord and approved by Tenant, such consent not to be unreasonably withheld or delayed following improvements (“TI Contractor”, and together with Core and Shell Contractor, “Contractor”) to commence and thereafter diligently prosecute the construction of the tenant improvements in the Premises pursuant to the Work Letter (the “Tenant Improvements”); provided, however, ’) to be completed (i) new carpet installed in that before performing the Tenant Improvements, Landlord shall prepare in good faith an estimated budget for the construction portion of the Tenant Improvements Premises designated for office use, (ii) repair, strip, wax and deliver such budget seal the vinyl composition tile in that portion of the Premises designated for laboratory use, (iii) lower the laboratory bench in Suite 20 to Tenant for Tenant’s written approval prior specifications, (iv) remove a wall in Suite 20 to create a conference room therein, and (v) paint and perform general cleaning of the start of construction (the “Budget”)Premises. Landlord and Tenant shall work together cooperatively and in good faith warrants that, as of Landlord’s delivery of the Premises to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope of the Tenant Improvements to bring the same in line with a budget reasonably acceptable to Tenant. The Tenant Improvements shall be performed in compliance with all Legal Requirements as of the issuance of the building permits therefor, and Landlord shall, at its sole cost and expense and as Tenant’s sole remedy, correct any breach of such warranty promptly following receipt of written notice thereof from Tenant. THE SUBMISSION OF THIS LEASE FOR EXAMINATION AND/OR SIGNATURE BY TENANT IS NOT A COMMITMENT BY LANDLORD OR ITS AGENTS TO RESERVE THE PREMISES OR TO LEASE THE PREMISES TO TENANT. THIS LEASE SHALL BECOME EFFECTIVE AND LEGALLY BINDING ONLY UPON FULL EXECUTION AND DELIVERY BY BOTH LANDLORD AND TENANT. UNTIL LANDLORD DELIVERS A FULLY EXECUTED COUNTERPART HEREOF TO TENANT, LANDLORD HAS THE RIGHT TO OFFER AND TO LEASE THE PREMISES TO ANY OTHER PERSON TO THE EXCLUSION OF TENANT. EXECUTED, by Landlord and Tenant as of the date first written above. LANDLORD: Sorrento Square, a workmanlike manner California limited partnership By: CDC Financial Investors GP I, LLC, a Delaware limited liability company By: CDC Financial Investors, LLC, a Delaware limited liability company, Its Manager By: Its: By: Its: TENANT: MabVax Therapeutics, Inc., a Delaware corporation By: Title: EXHIBIT “A” SITE/FLOOR PLAN OF PREMISES/ DESCRIPTION OF CENTER Initial EXHIBIT “A” EXHIBIT “B” RULES AND REGULATIONS The following Rules and Regulations shall substantially conform apply to the Center. Tenant agrees to comply with Applicable Laws the same and to require its agents, employees, contractors, customers and invitees to comply with the Approved TI Plans same. Landlord shall have the right from time to time to amend or supplement these Rules and Regulations, and Tenant agrees to comply, and to require its agents, employees, contractors, customers and invitees to comply, with such amended or supplemented Rules and Regulations, provided that (as defined a) notice of such amended or supplemental Rules and Regulations is given to Tenant, and (b) such amended or supplemental Rules and Regulations apply uniformly to all tenants of the Center. If Tenant or its subtenants, employees, agents, or invitees violate any of these Rules and Regulations, resulting in any damage to the Work Letter). Center or increased costs of maintenance of the Center, or causing Landlord to incur expenses to enforce the Rules and Regulations, Tenant shall pay all TI Costs, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all such costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (y) costs resulting from any default by Tenant of its obligations under this Lease, or (z) costs that are recoverable or reasonably recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors)Landlord. In the event of any conflict between the estimated total TI Costs (as set forth in Lease and these or any amended or supplemental Rules and Regulations, the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate provisions of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord Lease shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvementscontrol.

Tenant Improvements. Landlord shall cause the Core and Shell Contractor or another Contractor designated by Landlord and approved by Tenantinstall, such consent not to be unreasonably withheld or delayed (“TI Contractor”at Landlord's expense, and together with Core and Shell Contractor, “Contractor”) to commence and thereafter diligently prosecute the construction of the tenant improvements in (hereinafter the Premises pursuant to the Work Letter (the “"Tenant Improvements”); provided, however, that before performing the Tenant Improvements, Landlord shall prepare ") in a good faith an estimated budget for the construction of the Tenant Improvements and deliver such budget to Tenant for Tenant’s written approval prior the start of construction (the “Budget”). Landlord and Tenant shall work together cooperatively workmanlike manner using only first-class materials and in good faith to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope of the Tenant Improvements to bring the same in line compliance with a budget reasonably acceptable to Tenant. The Tenant Improvements shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans (Governmental Regulations as defined in Paragraph 16, set forth in both the Work Letter)Tenant Improvement Specifications attached hereto as Exhibit C-1, the construction drawings attached hereto as Exhibit C-2, and the landscaping plan attached hereto as Exhibit C-3. Notwithstanding anything to the contrary contained in this Lease, the Landlord shall diligently endeavor to complete (except for punch list items) satisfactory to the Tenant and the Landlord the so-called "manufacturing area" designated on the construction drawings attached hereto as Exhibit C-2 (the "Manufacturing Area") on or before sixty (60) calendar days from the full execution of this Lease Agreement. Upon completion, the Landlord will notify the Tenant that a written approval of occupancy from Xxxxxx County has been obtained at which time the Tenant shall have the option to occupy the Manufacturing Area at any time prior to the Commencement Date. If occupied by the Tenant prior to the Commencement Date, the Tenant shall pay the pro rata Base Rental and all TI Costs, except that Landlord shall pay other charges specified in this Lease for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable period from such occupancy to the Commencement Date based on the ratio of the leasable square foot footage of the Manufacturing Space to the leasable square footage of the Premises (which amounts shall be due and payable on the “Initial TI Allowance”), together with (b) the Additional AllowanceCommencement Date. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined All references in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (y) costs resulting from any default by Tenant of its obligations under this Lease, or (z) costs that are recoverable or reasonably recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions Lease to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless term of this Lease shall include the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and period from such additional amount shall be added occupancy to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant ImprovementsCommencement Date.

Tenant Improvements. Landlord All Tenant Improvements shall cause the Core and Shell Contractor or another Contractor designated by Landlord and approved be performed by Tenant’s contractor, such consent not at Tenant’s sole cost and expense (subject to be unreasonably withheld or delayed (“TI Contractor”, and together Landlord’s obligations with Core and Shell Contractor, “Contractor”) respect to commence and thereafter diligently prosecute the construction any portion of the tenant improvements in the Premises Base TI Allowance and, if properly requested by Tenant pursuant to the terms of the Lease, the Additional TI Allowance) and in accordance with the Approved Plans (as defined below), the Lease and this Work Letter (Letter. To the “Tenant Improvements”); provided, however, extent that before performing the Tenant Improvements, Landlord shall prepare in good faith an estimated budget for the construction total projected cost of the Tenant Improvements and deliver (as projected by Landlord) exceeds the TI Allowance (such budget to Tenant for Tenant’s written approval prior the start of construction (excess, the “BudgetExcess TI Costs”). Landlord and , Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update pay the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope costs of the Tenant Improvements prior to bring Landlord’s expenditure of all or any portion of the TI Allowance. If the cost of the Tenant Improvements (as projected by Landlord) increases over Landlord’s initial projection, then Landlord may notify Tenant and cease funding any TI Allowance until Tenant has paid such additional Excess TI Costs towards the costs of the Tenant Improvements. If Tenant fails to pay any sum due to Landlord under this Work Letter, then Landlord shall have all of the rights and remedies set forth in the Lease for nonpayment of Rent (including the right to interest and the right to assess a late charge), and for purposes of any litigation instituted with regard to such amounts the same in line with a budget reasonably acceptable to Tenantshall be considered Rent. The All material and equipment furnished by Tenant or its contractors as the Tenant Improvements shall be new or “like new;” the Tenant Improvements shall be performed in a first-class, workmanlike manner and shall substantially conform with Applicable Laws manner; and the Approved TI Plans (as defined in quality of the Work Letter)Tenant Improvements shall be of a nature and character not less than the Building Standard. Tenant shall pay all TI Coststake, except that Landlord and shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of require its contractors to take, commercially reasonable steps to protect the Premises (during the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses performance of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, including covering or temporarily removing any window coverings so as to guard against dust, debris or damage. All Tenant Improvements shall be performed in accordance with Article 17 of the Lease; provided that, notwithstanding anything in the Lease or this Work Letter to the contrary, in the event of a conflict between this Work Letter and (vi) Article 17 of the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (y) costs resulting from any default by Tenant of its obligations under this Lease, or (z) costs that are recoverable or reasonably recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant terms of this Work Letter shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvementsgovern.

Tenant Improvements. Landlord Notwithstanding the fact that the Commencement Date of this Lease does not occur until the date set forth in Paragraph 2.b. above, following Delivery, Tenant shall cause the Core and Shell Contractor or another Contractor designated by Landlord and approved by Tenant, such consent not to be unreasonably withheld or delayed (“TI Contractor”, and together with Core and Shell Contractor, “Contractor”) to commence and thereafter diligently prosecute the construction of the tenant improvements Tenant desires to make in the Premises pursuant prior to the Work Letter Tenant’s initial occupancy (the “Tenant Improvements”). For avoidance of doubt, (i) the Tenant Improvements shall consist of interior improvements necessary to facilitate the use by Tenant of the Premises for the use(s) permitted hereunder, and shall not include the installation of Building Systems or the modification of same; providedand (ii) Tenant is not acting as the agent of Landlord in its construction efforts and not performing any work of improvements within the Premises on behalf of Landlord. During the portion of the Construction Period following Delivery and prior to the Commencement Date, howeverall of the provisions of the Lease shall apply to the activities of Tenant and its contractors, suppliers, employees and agents in the Premises and the Building, except that before performing (i) no rent shall be due or accrue under this Lease prior to the date Tenant’s free rent under Paragraph 2.c. above has expired, and (ii) during the Construction Period, Tenant’s liability under this Lease for acts or failures to act will be limited as described in Paragraph 25.b.6. below. Except as otherwise expressly provided in this Paragraph 4 or Paragraph 9 below, all of the provisions of Paragraph 9 below (entitled “Alterations and Restoration”) shall apply to the construction of the Tenant Improvements. Notwithstanding anything to the contrary herein, Landlord the Alteration Operations Fee provided for in Paragraph 9.a. below shall be inapplicable to the construction of the initial Tenant Improvements and the Construction Management Fee provided for in Paragraph 4.e.iii. below shall instead apply. The architect selected by Tenant to prepare in good faith an estimated budget the plans and specifications and the general contractor selected by Tenant for the construction of the initial Tenant Improvements and deliver such budget to Tenant for (“Tenant’s Contractor”) shall be subject to Landlord’s prior written approval prior the start of construction (the “Budget”)approval, which shall not be unreasonably withheld, conditioned or delayed. Landlord and Tenant shall work together cooperatively and in good faith In order to achieve a mutually acceptable Budget. Landlord shall update the Budget for facilitate Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope of the Tenant Improvements to bring the same in line with a budget reasonably acceptable to Tenant. The Tenant Improvements shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans (as defined in the Work Letter). Tenant shall pay all TI Costs, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections design of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furnitureon or before May 15, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (y) costs resulting from any default by Tenant of its obligations under this Lease, or (z) costs that are recoverable or reasonably recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However2011, Landlord shall be solely responsible submit to Tenant Building plans and specifications described as “permit and pricing documents” prepared by RMW Architects and its consultants, dated on or about April 28, 2011, in the form of an AutoCad compatible drawing file (“Base Building Plans”) as well as a complete and current copy of all rules, regulations, instructions and procedures promulgated by Landlord with respect to design and/or construction of improvements within the Building, including contractor and insurance requirements (“Building Requirements”) sufficient to allow Tenant to complete Tenant’s plans for any costs related the Tenant Improvements. Subject to Landlord’s reasonable approval of the plans and specifications for the Tenant Improvements to in accordance with the extent provisions of Paragraph 9.a. below (and provided that the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any complies with all applicable research and development tax credits with respect to Legal Requirements) the Tenant Improvements.Improvements may include, without limitation, the following:

Tenant Improvements. Except as otherwise provided herein, Landlord shall deliver the Premises to Tenant in its "as is" condition, excluding latent defects, which Landlord shall promptly repair upon receipt of written notice from Tenant, the cost of which repair shall not be passed through to Tenant as an Operating Expense or otherwise, and in a vacuumed and broom clean condition with all of the prior tenant's personal property removed. If by October 15, 2000 Tenant retains an environmental consultant to test the Premises for the existence of asbestos or lead-based paint, and if such environmental consultant issues a report stating that (1) asbestos or lead-based paint has been found to exist within the Premises, and (2) such asbestos or lead-based paint needs to be encapsulated, removed, repaired, or otherwise abated in order to allow Tenant to use, occupy and renovate, at Tenant's sole discretion, the Premises in compliance with applicable law, then Landlord shall have thirty (30) days of receipt of such report to retain an independent environmental consultant to confirm the results set forth in such report. If Landlord's consultant agrees with the findings in the report, Landlord shall reimburse Tenant for certain costs incurred thereafter to encapsulate, remove, repair or xxxxx such asbestos or lead-based paint in order to cause the Core and Shell Contractor or another Contractor designated by Landlord and approved by Tenant, such consent not Premises to be unreasonably withheld or delayed (“TI Contractor”, and together in compliance with Core and Shell Contractor, “Contractor”) to commence and thereafter diligently prosecute the construction of the tenant improvements in the Premises pursuant to the Work Letter (the “Tenant Improvements”)law; provided, however, Landlord's reimbursement obligation shall be limited to the most cost effective method of remediating such asbestos or lead-based paint, as determined by Landlord's consultant, after consultation with Tenant's consultant; provided, further, however, that before performing if the lead-based paint may be "painted over" rather than removed under applicable law, and provided the Tenant Improvementsintends to paint the affected portion of the Premises, then Tenant shall undertake such painting at Tenant's sole cost and expense. Landlord shall prepare in good faith an estimated budget hereby grants Tenant a one-time Construction Allowance of $3,133,700 ("LANDLORD'S CONSTRUCTION ALLOWANCE") for the cost of tenant improvements to be installed by Tenant, including demising walls, lighting, electrical systems, wall covering, floor covering, telephone and cabling installation costs, the cost of any required demolition, and costs of facilities for computer rooms, lunchrooms (including kitchens in support thereof), training rooms, telephone equipment rooms, fiber optics, and high-ceiling areas. Tenant shall submit its plans for such tenant improvements for Landlord's written approval (the "APPROVED WORK") prior to Tenant's commencement of construction of the Tenant Improvements Approved Work, and deliver such budget to Tenant for Tenant’s written approval prior the start of construction (the “Budget”). Landlord and Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope of the Tenant Improvements to bring the same in line with a budget reasonably acceptable to Tenant. The Tenant Improvements shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans (as defined in the Work Letter). Tenant shall pay all TI Costs, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (y) costs resulting from any default by Tenant of its obligations under this Lease, or (z) costs that are recoverable or reasonably recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), respond within five (5) business days of receiving the Budget (date Tenant provides Landlord any specific set of complete preliminary or complete final plans required for Landlord's approval. Tenant, at its sole cost and expense, shall be responsible for the “TI Deposit”)filing of such plans, construction and engineering drawings and specifications, and the securing of all permits and licenses required therefore, including all fees and related costs. In All work performed by Tenant shall be performed in strict compliance with the event plans submitted for the Approved Work and no modification shall be made in such plans without the prior written approval of Landlord. Landlord determines shall pay Tenant's outside vendors or contractors for materials and services constituting the estimate of Approved Work, up to the TI Costs maximum Landlord's Construction Allowance set forth in the Budget underestimates the amount this Section 29., within thirty (30) days following Landlord's receipt of TI Costs so that the TI Deposit will not be sufficient Tenant's submittal to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions of approved invoices and conditional lien releases for payment. Subject to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be total amount available within the Budget and previously paid TI DepositLandlord's Construction Allowance, Tenant shall promptly pay also be reimbursed from Landlord's Construction Allowance for the additional amount reasonable cost of all preliminary and final plans and specifications and all permits relating to Landlordthe installation of the Approved Work. All of the work to be done by Tenant under this Section 29. shall be done in accordance with the provisions of Section 14. hereof, and such additional amount Tenant shall be added required to follow Landlord's reasonable rules and regulations relating to contractors working in the TI DepositProject. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs have the right to reasonably approve all of Tenant's proposed contractors and subcontractors related to the Tenant Improvements installation of the Approved Work. Tenant's contractors and vendors shall comply with the building's Rules and Regulations for Construction Work attached as Exhibit D. Landlord shall not charge an administrative fee relating to the installation of the Approved Work unless and to the extent that Landlord incurs actual third party cost for the same result from Landlord’s gross negligence, intentional misconduct review or breach approval of Leasesaid plans. Landlord and Tenant shall work together cooperatively at no cost have the right to incorporate special improvements into the building and the Premises, including, but not limited to, separate, self-contained air conditioning systems (including rooftop equipment for same), backup generators and switching, telecommunication and electrical power redundancy, and other special facilities incidental to Tenant's operations, provided same shall be compatible with Landlord's base building systems, and subject to Landlord's consent, which consent shall not be unreasonably withheld, conditioned or risk to Landlord to maximize Tenant’s abilitydelayed. Such special improvements, to the extent reasonably possiblethat same are for Tenant's sole use, shall be furnished and installed at Tenant's sole cost and expense. Tenant as part of the Approved Work is responsible for modifying the building electrical system to obtain the benefit of any applicable research and development tax credits with respect deliver electrical service to the Tenant ImprovementsPremises as designed by Tenant's architects, engineers and contractors. Once installed, Landlord will maintain the electrical system delivering power to the Premises as an Operating Expense of the building. The cost of said electrical consumption in the Premises (but not in the Common Areas of the building) shall be Tenant's sole cost and expense with no overhead or supervision included.

Tenant Improvements. Landlord shall cause provide a tenant improvement allowance of up to, but not to exceed, $16.50 per RSF, based on the Core and Shell Contractor or another Contractor designated by mutually acceptable space plan of the Modified Premises, to be used within the first eighteen (18) months of the Lease Extension Term. Based on 21,520 rentable square feet the tenant improvement allowance will be $355,080. A space plan of the Modified Premises acceptable to both Landlord and approved Tenant must be completed in a timely manner. All tenant improvements must be completed by TenantSeptember 30, such consent not 2005. Tenant shall give immediate attention to be unreasonably withheld or delayed (“TI Contractor”, its space plan requirements and together shall notify Landlord as soon as Tenant is prepared to meet with Core Landlord’s architect in order to prepare a space plan for Landlord’s review and Shell Contractor, “Contractor”) approval. The total square feet of Rentable Area used to commence and thereafter diligently prosecute initially determine the construction dollar value of the tenant improvement allowance shall be 21,520 RSF. The tenant improvement allowance shall be adjusted when the square feet of Rentable Area of the Modified Premises is determined. The tenant improvement allowance may only be used for actual tenant improvements, including, but not limited to, build-out, carpeting, painting, HVAC upgrades, electrical upgrades (including a full scale UPS unit), data and phone cabling, security systems, raised floor, furniture or any other tenant improvements required by Insightful Corporation. Any costs associated with increasing the electrical and cooling capacities from their current levels shall be included in the Premises pursuant tenant improvement allowance. Landlord and Tenant shall mutually agree upon the specifications and locations of any electrical, HVAC and card key security upgrades, including any UPS units. Lease Amendment (Lease Extension) – Insightful Corporation May 11, 2004 Tenant may install a UPS unit of a type and in a location mutually acceptable to both Landlord and Tenant. Landlord shall permit Tenant to install an additional HVAC unit for Tenant’s server room of a type and in a location mutually acceptable to both Landlord and Tenant, and which shall include the installation of one additional condensing unit at the building roof; the additional rooftop condensing unit shall be installed at a location approved by Landlord, mounted on sleepers and in such a manner that there is no penetration of the building roof. Unless their removal is required by Landlord as provided in Section 12 of the Lease, all additions, alterations and improvements made to the Work Letter (Premises shall become the “Tenant Improvements”)property of Landlord and shall be surrendered with the Premises upon the expiration of the Lease Extension Term including, but not limited to, HVAC equipment and furniture acquired at the expense of Landlord; provided, however, that before performing Tenant’s equipment, machinery, furniture and trade fixtures, not acquired at the expense of Landlord, which can be removed without damage to the Premises shall remain the property of Tenant Improvementsand may be removed, Landlord shall prepare in good faith an estimated budget for subject to the construction provisions of Section 13b of the Lease. Pursuant to Section 9 (Services and Utilities) of the Lease, Tenant Improvements shall install and deliver such budget to Tenant maintain equipment that measures the electric current consumed by any HVAC equipment currently installed for Tenant’s written approval prior exclusive use at Tenant’s server room, as well as any additional HVAC equipment to be installed per Section 7 of this Amendment, including, but not limited to, any rooftop condensing units or other peripheral equipment required for the start operation of any HVAC equipment installed per Section 7 for the exclusive use of Tenant. Tenant shall be solely responsible for all costs related to the maintenance and repair of this equipment. Tenant shall reimburse Landlord for all electric current consumed in the operation of said HVAC equipment used exclusively by Tenant. Tenant agrees to pay to Landlord promptly upon demand by Landlord for all such electric current consumed, as shown by any electric current meters installed, at the rates charged for such services by the City of Seattle or the local public utility furnishing the same, plus any reasonable additional expense, if any, incurred in keeping account of the electric current so consumed. Landlord will not agree to any unused tenant improvement balance being applied towards Rent. Landlord shall pay up to $5,000.00 (five thousand dollars) for space planning, engineering fees and construction drawings (the “BudgetPlanning Allowance”). Landlord and Tenant shall work together cooperatively The Planning Allowance is separate from and in good faith addition to achieve the tenant improvement allowance. Following completion of a mutually acceptable Budgetagreed upon final space plan, Landlord will promptly cause to be prepared and delivered to Tenant an estimate of construction costs. If the estimated construction cost is less than the tenant improvement allowance, the estimated construction cost will be deemed approved unless Tenant notifies Landlord shall update the Budget for of Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if objection to the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope of the Tenant Improvements to bring the same in line with a budget reasonably acceptable to Tenant. The Tenant Improvements shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans (as defined in the Work Letter). Tenant shall pay all TI Costs, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (y) costs resulting from any default by Tenant of its obligations under this Lease, or (z) costs that are recoverable or reasonably recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), cost estimate within five (5) business days of receiving Tenant’s receipt of the Budget (the “TI Deposit”)estimate. In the event Landlord determines thereafter shall take reasonable steps to modify the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient construction costs to cover the TI Allowance Excess, then Landlord address Tenant’s objection and shall communicate the same deliver to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Depositrevised estimate of construction cost. If the sum of estimated construction cost is more than the TI Allowance plus the TI Deposit is not sufficient to cover the TI Coststenant improvement allowance, Tenant shall reimburse Landlord will establish the difference between maximum approved cost (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize “Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvements.Maximum Approved Cost”) by either:

Tenant Improvements. If Tenant timely exercises the Option, Tenant may elect to perform the Work as to the Tenant Improvements on the 12th Floor and the Tenant Improvements on the 13th Floor at the same or different times so long as such Work may reasonably completed on or before the commencement date that is applicable to the Expansion Space on such Floor. The Tenant Improvements will be designed and constructed as described in this Exhibit "D". Tenant and Landlord shall cause solicit bids for the Core Tenant Improvements from no less than three (3) but not more than five (5) general contractors as mutually approved by Tenant and Shell Landlord (which may include some or all of the general contractors listed in the definition of "Contractor" above). All subcontracted work (except for fire alarm, sprinkler work, Building automation system(s) connections, Building roof work and work associated with existing warranties) will be competitively bid by a minimum of three (3) qualified subcontractors in each trade of work. Tenant will have the right, but not the obligation, to attend contractor interviews, review or prepare the invitation to bid (with Landlord's reasonable approval), review the bid documents, and be present at the bid opening. Tenant and Landlord will mutually agree on the selection of the Contractor to be the general contractor for the Tenant Improvements. Upon selection of the Contractor, Landlord will enter into a construction contract with the Contractor to perform the Work and making advances to Contractor from the Improvement Allowance (unless Tenant elects to hire its own project manager to manage the construction, as outlined below, and in that case, Tenant will enter into a construction contract with the Contractor to perform the Work and make advances to Contractor. Tenant will submit invoices, check copies and lien releases for reimbursement from Improvement Allowance). Landlord shall not be liable for any defects in the Tenant Improvements, cost overruns by Contractor or another Contractor designated delays in the completion of the Tenant Improvements (other than to the extent caused by a Landlord Delay). Tenant will pay all costs of preparing the Space Plans, construction document preparation, negotiation of the construction contract with the Contractor, design, Plans and approved by TenantSpecifications as well as all direct and indirect costs Landlord incurs in connection with the design and construction of the Tenant Improvements subject to the application of the Improvement Allowance. Such costs Landlord incurs may include, such consent not to be unreasonably withheld or delayed (“TI Contractor”without limitation, all costs of general conditions, labor, materials, and together other EXHIBIT D – TENANT IMPROVEMENTS AGREEMENT construction costs, the fees (on an hourly basis) of Contractor's project manager and site superintendent for the Tenant Improvements, and all costs incurred in connection with Core obtaining permits for the Tenant Improvements. For all purposes of ownership, including risk of loss thereto, the Tenant Improvements will immediately upon installation be and Shell Contractorremain a part of the Building and the property of Landlord (subject to Section 15 (c) of the Lease). Tenant will notify Landlord in writing no later than November 15, “Contractor”) 2012, if Tenant elects to commence and thereafter diligently prosecute have Landlord's construction manager, Xxxxx Interests, manage the construction of the tenant improvements in the Premises pursuant to the Work Letter (the “Tenant Improvements”); provided, however, it being understood that before performing the Tenant Improvements, Landlord shall prepare in good faith an estimated budget may determine to manage or hire its own project manager for the construction of the Tenant Improvements and deliver such budget to Tenant for Tenant’s written approval prior the start of construction (Expansion Space, in which event the “Budget”). Landlord and Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope of the Tenant Improvements to bring the same in line with a budget reasonably acceptable to Tenant. The Tenant Improvements fee described below shall be performed reduced to one percent (1%); and agrees that such construction manager shall receive a fee for such services in a workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans (as defined in the Work Letter). Tenant shall pay all TI Costs, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant an amount equal to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) hard costs and expenses for labor, material, equipment, data and phone cabling and fixtures (includingof construction. Such construction management services shall include, without limitation, any the following: (a) preparing budgets and advising Tenant on costs and building conditions affecting cost and schedule; (b) reviewing Tenant's plans and specifications for comment and approval; (c) arrange for and attend contractor pre-construction interviews for selection of bidders; (d) in collaboration with Tenant's representative, receive/analyze/summarize contractors bids/proposals and make firm selection recommendation; (e) recommend cost and time saving adjustments to meet budget and schedule objectives, (f) attend weekly construction meetings and arrange for documenting progress; (g) coordinate Building access and operations with that of the Attached Property Tenant Improvements and Tenant's contractors and vendors; (as defined h) provide regular construction cost updates (construction cost summaries and accounting against the allowance, including final accounting) to Tenant including submitting and processing construction cost change orders to Tenant for approval; (i) arrange for preparation of schedules including regular updates; (j) identify Substantial Completion and provide for the timely identification and completion of punch list items; and (k) arrange for the delivery of close-out documentation including electronic as-built plans, certificate of occupancy, operation and maintenance manuals, warranties, final waivers and release of liens. The Contractor and Tenant shall have (i) the right to use existing communication conduit within and between the floors, (ii) access to the Building telecom risers and pathways (horizontal and vertical), conduits and cabling, (ii) the right to improve elevator lobbies, restrooms and stairwells on those floors of the Building in Section 18.5)which the Tenant has leased the entire floor; (iii) the right to purchase and install Tenant's own cosmetic/decorative materials, including, but not limited to, floor coverings, paint and wall coverings; (iv) perform core drilling contemplated by the Plans and Specifications during periods other than Normal Business Hours, (v) building permits where contemplated by the Plans and other taxesSpecifications, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and add structural support to increase floor loading; (vi) the Warm Shell Costs. In no event shall right to install Tenant's own security card system for access to the TI Allowance Premises (which security system may be used for: installed in a manner that is compatible with the Building's security system so that Tenant's security card system will provide access to both the Building and the Premises); (wvii) the purchase right to secure the Building's stairwells on the floors in which Tenant has leased the entire floor, subject in all events to compliance with the Rules and Regulations and applicable Laws. With the exception of any furniturecore drilling and excessive noise activities, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (y) costs resulting from any default by Tenant construction of its obligations under this Lease, or (z) costs that are recoverable or reasonably recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements will be conducted during Normal Business Hours. Access to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord Building loading dock and Tenant vertical transportation shall work together cooperatively be available to Contractor 24/7 at no cost or risk additional cost. Contractor will coordinate with the Building's property manager to Landlord obtain reasonable access to maximize Tenant’s abilityfloors contiguous to the Premises for the purpose of installing floor outlets, water lines, taps, drains, etc., to the extent reasonably possiblePremises. Tenant shall also have the option to connect to the existing generator for back up emergency power in the capacity of 100 amps three phase 480 volts. Tenant will have the right, but not the obligation, to obtain review and approve the benefit of any applicable research and development tax credits construction contract with respect to the Tenant Improvements.Contractor, which approval shall not be unreasonably withheld, conditioned or delayed. EXHIBIT D – TENANT IMPROVEMENTS AGREEMENT

Tenant Improvements. Landlord shall cause the Core and Shell Contractor or another Contractor designated by Landlord and approved by Tenant, such consent not Tenant Improvements to be unreasonably withheld or delayed performed in the Premises, if any, will be performed in accordance with the terms and provisions entitled "Landlord's Work" contained in Exhibits "A-1" and "B-1" attached. Within fifteen (“TI Contractor”, and together with Core and Shell Contractor, “Contractor”15) to commence and thereafter diligently prosecute the construction days of the tenant improvements in the Premises pursuant to the Work Letter (the “Tenant Improvements”); providedLease Commencement Date, however, that before performing the Tenant Improvements, Landlord shall prepare in good faith an estimated budget for the construction representatives of the Tenant Improvements and deliver such budget to Tenant for Tenant’s written approval prior the start of construction (the “Budget”). Landlord and Tenant agree to conduct a "walk through" inspection of the Premises and reasonably agree on any remaining punchlist items to be completed after the Lease Commencement Date. Any such remaining punchlist items shall work together cooperatively and in good faith to achieve be completed by Landlord within a mutually acceptable Budgetcommercially reasonable period of time after the Lease Commencement Date. Landlord shall update the Budget for Tenant’s review represents and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope of the Tenant Improvements to bring the same in line with a budget reasonably acceptable to Tenant. The Tenant Improvements shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans (as defined in the Work Letter). Tenant shall pay all TI Costs, except warrants that Landlord shall pay for TI Costs perform Landlord's Work in a good and workmanlike fashion, in substantial conformance with the provisions of Exhibits "B" and "B-1" attached, in compliance with all applicable laws and regulations, and using new materials, and reasonably free of construction defects. Upon receipt from Tenant of notice of any portion of Landlord's Work which does not conform to the foregoing representation and warranty within the two (2) year period commencing on the Lease Commencement Date, Landlord agrees to promptly correct same. Tenant understands and agrees that do not exceed Tenant must provide written notice to Landlord within the TI Allowancetwo (2) year period specified above and that the representation and warranty shall expire on the second (2nd) anniversary of the Lease Commencement Date. The “TI Allowance” Except as expressly set forth hereinabove in this Section 1.12, nothing contained in this Lease, including any Exhibits hereto, shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot be interpreted or is intended in any way as a representation or warranty by Landlord as to the quantity, quality, or fitness of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI or Landlord's Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, a fitness for any particular purpose, each of which is expressly disclaimed by Landlord hereunder. Thereafter during the Attached Property (as defined in Section 18.5)Lease Term, (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (y) costs resulting from any default by Tenant of its obligations under this Lease, or (z) costs that are recoverable or reasonably recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). In the event the estimated total TI Costs (except as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. Howeverthis Section 1.12 above, Landlord shall will be solely responsible for any costs related under no obligation to alter, change, decorate or improve the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant ImprovementsPremises.

Tenant Improvements. Landlord is providing the Premises (including the Expansion Space) to Tenant in its current “AS IS” condition, without representation or warranty of any kind. Landlord shall cause have no obligation to make any modifications or alterations to the Core and Shell Contractor or another Contractor designated by Landlord and approved by TenantPremises (including the Expansion Space) except as expressly provided herein, such consent not to be unreasonably withheld or delayed (“TI Contractor”the Lease, and together with Core and Shell Contractor, “Contractor”including paragraph 8 (Roof Replacement) below. Landlord acknowledges that Tenant intends to commence and thereafter diligently prosecute the construction of the tenant construct certain improvements in the Premises pursuant to the Work Letter Expansion Space (the “Tenant Improvements”). The costs of the Tenant Improvements shall be paid by Tenant; provided, however, that before performing Landlord shall make available to Tenant an allowance of up to Two Hundred Thousand Dollars and no/100 Dollars ($200,000.00) (the Tenant Improvements“Allowance”). After the Expansion Date, upon receipt of paid receipt invoices, lien waivers, and any other information or documentation reasonably requested by Landlord, Landlord shall prepare in good faith an estimated budget reimburse Tenant from the Allowance for Tenant’s actual costs relating to the construction of the Tenant Improvements and deliver such budget Improvements. The Allowance may not be used to offset Rent, or to reimburse Tenant for Tenant’s written approval prior any costs or expenses not directly related to the start of construction (the “Budget”). Landlord and Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope of the Tenant Improvements to bring the same in line with a budget reasonably acceptable to TenantImprovements. The Tenant Improvements shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans (as defined in the Work Letter). Tenant shall pay all TI Costs, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of constructed (i) constructionin accordance with the plans and specifications that have been approved by Landlord in writing (which approval shall not be unreasonably withheld, conditioned or delayed), (ii) the Construction Management Fee (as such term is defined in the Work Letter) a good and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance)workmanlike manner using only new and first-grade materials, (iii) space planningin compliance with all other applicable provisions in the Lease, design, architect, engineering, data and phone cabling and other related services, (iv) costs in compliance with all applicable governmental laws, ordinances, rules and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of regulations. If the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections cost of the Tenant Improvements, and (vi) Improvements exceeds the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (y) costs resulting from any default by Tenant of its obligations under this Lease, or (z) costs that are recoverable or reasonably recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord have sole responsibility for the payment of such overage (excess cost. If the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate cost of the TI Costs set forth in Tenant’s Improvements is less than the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI DepositAllowance, Tenant shall promptly pay not be entitled to any payment or credit for such excess amount. To the additional amount extent any portion of the Allowance has not been advanced to Tenant by March 1, 2009, the remaining portion of the Allowance as of said date shall be forfeited to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for the costs of any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Leaseon and after said date. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to taking possession of the extent reasonably possible, to obtain Expansion Space shall be conclusive evidence as against Tenant that the benefit of any applicable research Expansion Space and development tax credits with respect to the Premises were in satisfactory condition when Tenant Improvementstook possession.

Tenant Improvements. Landlord shall cause Any work to make the Core and Shell Contractor or another Contractor designated by Landlord and approved by Premises ready for Tenant, such consent not 's use is to be unreasonably withheld or delayed performed by Tenant at its expense (hereinafter referred to as “TI Contractor”, and together with Core and Shell Contractor, “Contractor”) to commence and thereafter diligently prosecute the construction of the tenant improvements in the Premises pursuant to the Work Letter (the “Tenant Improvements”); provided, however, that before performing the Tenant Improvements, Landlord shall prepare in good faith an estimated budget for the construction of the Tenant Improvements and deliver such budget to Tenant for Tenant’s written approval prior the start of construction (the “Budget's Work”). Landlord Tenant's Work shall include, without limitation, all items required to fully equip the Premises with all trade fixtures, security systems and monitoring, lighting fixtures, furniture, furnishings, fixtures, signs, any special equipment and other items of construction and personal property necessary for the completion of the Premises and the proper operation of Tenant's business. All such items installed by Tenant shall be new or in like-new condition. All entry into the Premises and work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and done by Tenant shall work together cooperativelybe at Tenant's risk, if subject to Landlord’s duty to maintain the Building and building systems as required by pursuant to this Lease. All Tenant's Work shall be subject to Landlord's prior written approval to which shall not be unreasonably withheld, to modify the scope of the Tenant Improvements to bring the same in line with a budget reasonably acceptable to Tenant. The Tenant Improvements conditioned or delayed, and shall be performed in a workmanlike manner accordance with good construction practices, all applicable laws, insurance requirements, Landlord's reasonable rules and shall substantially conform with Applicable Laws regulations uniformly applied and the Approved TI Plans (as defined terms of the Lease. Further, except in the Work Letter)event of Landlord’s willful misconduct or gross negligence, Landlord shall have no responsibility or liability for any loss or damage to any property belonging to Tenant. Tenant shall pay reimburse Landlord, within fifteen (15) days after demand, for the actual third-party costs incurred by Landlord associated with review of Tenant’s plans for Tenant’s Work. For purposes hereof, “hard costs” exclude furniture, fixtures and equipment installed by Tenant, general conditions payable under the construction contract, fees paid to the general contractor and all TI Costs, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot other items of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined expense generally deemed to be soft costs in the Work Letter) and all costs and expenses construction industry. Prior to the commencement of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (y) costs resulting from any default by Tenant of its obligations under this Lease, or (z) costs that are recoverable or reasonably recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI AllowanceTenant’s Work, Tenant shall deposit with provide to Landlord such overage all applicable permits, a schedule for the Tenant’s Work, a budget for the Tenant’s Work, a subcontractor list (subject to the “TI Allowance Excess”requirements of Section 4), within five (5) business days and certificates of receiving insurance for commercial general liability insurance as required by the Budget (Lease from all contractors and subcontractors performing the “TI Deposit”)Tenant’s Work naming Landlord as an additional insured. In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for charge any costs construction supervision or plan review fees related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant ImprovementsWork.

Tenant Improvements. All Tenant Improvements shall be performed by Landlord’s contractor, at Tenant’s sole cost and expense; provided that Landlord shall cause the Core and Shell Contractor or another Contractor designated by Landlord and approved by Tenant, such consent not to be unreasonably withheld or delayed (“TI Contractor”, and together with Core and Shell Contractor, “Contractor”) to commence and thereafter diligently prosecute the construction of the tenant improvements in the Premises pursuant will contribute an amount up to the Work Letter (TI Allowance toward the “Tenant Improvements”); provided, however, that before performing cost of completing the Tenant Improvements. All Tenant Improvements shall be constructed in substantial accordance with the Approved Plans (as defined below), Landlord shall prepare in good faith an estimated budget for the construction Lease and this Work Letter. To the extent that the total projected cost of the Tenant Improvements and deliver (as projected by Landlord) exceeds the TI Allowance (such budget excess, the “Excess TI Costs”), Tenant shall advance to Landlord any Excess TI Costs within ten (10) days after receipt of an invoice therefor, but in any case before Landlord commences the Tenant for Improvements. If Landlord is delayed in performing the Tenant Improvements due to Tenant’s written approval prior failure to timely pay the start of construction (the “Budget”). Excess TI Costs to Landlord, Landlord and Tenant shall work together cooperatively and in good faith be entitled to a day-for-day extension to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope Substantial Completion of the Tenant Improvements for the period of such delay. If the actual Excess TI Costs are less than the Excess TI Costs paid by Tenant to bring Landlord, Landlord shall credit Tenant with the overage paid by Tenant against Tenant’s Rent obligations, beginning after Landlord has completed the final accounting for the Tenant Improvements. If the cost of the Tenant Improvements (as projected by Landlord) increases over Landlord’s initial projection, then Landlord may notify Tenant and Tenant shall deposit any additional Excess TI Costs with Landlord in the same way that Tenant deposited the initial Excess TI Costs. If Tenant fails to pay, or is late in line paying, any sum due to Landlord under this Work Letter, then Landlord shall have all of the rights and remedies set forth in the Lease for nonpayment of Rent (including the right to interest and the right to assess a late charge), and for purposes of any litigation instituted with a budget reasonably acceptable regard to Tenantsuch amounts the same shall be considered Rent. The All material and equipment furnished by Landlord or its contractors as the Tenant Improvements shall be new or “like new,” and the Tenant Improvements shall be performed in a first-class, workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans (as defined in the Work Letter). Tenant shall pay all TI Costs, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (y) costs resulting from any default by Tenant of its obligations under this Lease, or (z) costs that are recoverable or reasonably recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvementsmanner.

Tenant Improvements. 57. EXCEPT AS PROVIDED BELOW, Landlord shall cause construct tenant improvements in accordance with a mutually acceptable space plan, provided by Tenanx'x xxchitect, utilizing building standard materials ("Landlord's Work"). The Landlord shall allocate a Tenant Improvement Allowance of $22.50 per RSF which is $807,435.00 ("Allowance") for the Core and Shell Contractor or another Contractor designated by Landlord and approved by Tenantcompletion of the tenant improvements. Except as provided below, such consent not to said Allowance shall only be unreasonably withheld or delayed (“TI Contractor”, and together with Core and Shell Contractor, “Contractor”) to commence and thereafter diligently prosecute the utilized for construction of the tenant improvements improvements, contractor fees, governmental permits & fees, space planning (subject to exclusion defined below), electrical and mechanical drawings, designer fees, final construction plans and other similar professional fees, but not attorneys' fees. Landlxxx xxxxes to pay for the cost of the initial space plan up to $0.15 per usable square foot and such amount shall be in the Premises pursuant addition to the Work Letter (the “Tenant Improvements”); provided, however, that before performing the Tenant Improvements, Allowance. Landlord shall prepare in good faith an estimated budget for the construction of the Tenant Improvements competitively bid Landlxxx'x Xxrk with three (3) qualified contractors mutually selected by Landlord and deliver such budget to Tenant for Tenant’s written approval prior the start of construction (the “Budget”)Tenanx. Xxth Landlord and Tenant shall work together cooperatively approve the space plan and in good faith to achieve a mutually acceptable Budgetthe construction bid. Landlord Neither party shall update the Budget for Tenant’s review and unreasonably withhold, condition or delay such approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, act diligently in providing its space plan and working drawing to modify the scope of Landlord for approval. Tenant and Tenanx'x xxchitect shall submit working drawings for the Tenant Improvements to bring the same in line with a budget reasonably acceptable to Tenant. The Tenant Improvements shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans for Landlord's approval within twenty-five (as defined in the Work Letter)25) days of Lease execution. Tenant shall pay all TI Costs, except that Landlord shall pay respond to Landlxxx'x xxquest for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot approval of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (y) costs resulting from any default by Tenant of its obligations under this Lease, or (z) costs that are recoverable or reasonably recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), bid within five (5) business days of receiving Landlord's requests. Tenant shall be responsible for any tenant improvement expense over and above the Budget Allowance which shall be paid within ten (10) days of demand that includes an itemized invoice showing that the “TI Deposit”Allowance has been or will be exhausted on approved Tenant Improvements. Except for Landlord's Work or as otherwise provided in the Lease after the construction of the Tenant Improvements, Landlord has no obligation to remodel or to make any repairs, alterations or improvements to the Premises. Three Hundred Thousand Dollars ($300,000) of the Allowance may be used by Tenant for voice, phone or data cabling, relocation costs, and office furniture in the Premises or for tenant improvements in their adjacent Headquarters building at 6464 Xxxxxx Xxxxxx, Xxxxxxxx Xxxxx, Xxxxxxxxxx. Xxy unused portion of the Allowance may not be used as a rent credit. Within five business days after Landlxxx'x xxquest for approval of the construction bid, Tenant may elect to retain the general contractor for the construction of the Tenant Improvements from the qualified contractor with the approved construction bid. Tenant shall follow the terms and conditions outlined in the Work Letter Agreement, attached hereto as Exhibit "C". If Tenanx xxxxs to make this election with five business days, Landlord shall proceed with the construction of the Tenant Improvements. Notwithstanding anything contained in this Lease to the contrary, Landlord is not entitled to any supervisor fee or management fee on the construction of the initial Tenant Improvements. Notwithstanding the Commencement Date, if Tenant elects to retain the general contractor for the construction of the Tenant Improvements, Tenant will be allowed to occupy the Premises upon the date the Premises are delivered to Tenant and prior to the Commencement Date in order to construct the Tenant Improvements. Notwithstanding the Commencement Date, if Landlord retains the general contractor for the construction of the Tenant Improvements, Tenant will be allowed to occupy the Premises twenty-one (21) days prior to the Anticipated Commencement Date in order to install furniture, fixtures, equipment and other special tenant improvements including but not limited to, telephones and millwork, but subject to "Tenant Delay" (defined below). In Additionally, Tenanx xxx Landlxxx xxxxe that all the event Landlord determines the estimate terms, conditions, and covenants of the TI Costs set forth in Lease will have full effect as of the Budget underestimates date Tenant takes possession of the amount of TI Costs so Premises, except that the TI Deposit Tenant will not be sufficient obligated to cover pay rent or additional rent until the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant ImprovementsCommencement Date.

Tenant Improvements. Landlord Tenant shall cause be responsible for the Core design and Shell Contractor or another Contractor designated by Landlord and approved by Tenant, such consent not to be unreasonably withheld or delayed (“TI Contractor”, and together with Core and Shell Contractor, “Contractor”) to commence and thereafter diligently prosecute the construction of the tenant all initial improvements in to the Premises pursuant to the Work Letter (the “"Tenant Improvements”); provided, however, that before performing the Tenant Improvements, Landlord Improvement Work") and shall prepare in good faith an estimated budget for use diligent efforts to cause the construction of the Tenant Improvements and deliver such budget to Tenant for Tenant’s written approval prior the start of construction (the “Budget”). Landlord and Tenant shall work together cooperatively Improvement Work in a first class manner and in good faith compliance with all Applicable Laws. Without limiting any other provision of this Lease, all of the provisions of this Article 9 and of Article 10 (Liens) shall apply to achieve a mutually acceptable Budgetthe Tenant Improvement Work. Landlord shall update provide to Tenant a Tenant Improvement Allowance in the Budget for Tenant’s review and approval at reasonable intervals and maximum amount of Five Million Dollars ($5,000,000), which shall notify Tenant in writing if not exceed the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope actual cost of the Tenant Improvements to bring Improvement Work and the same items identified on the attached Schedule 9.1 (the "Approved Additional Items"). Any costs in line with a budget reasonably acceptable to excess of the Tenant Improvement Allowance shall be paid by Tenant. The Tenant Improvements shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws have the right to use the Tenant Improvement Allowance only for the cost of permanent improvements to the Premises and the Approved TI Plans (as defined Additional Items, and shall not be used for any items of personal property to be installed or used in the Work Letter)Premises. Tenant shall expend at least Three Million Dollars ($3,000,000) of the Tenant Improvement Allowance by the Rent Commencement Date, and the remainder by the six (6) month anniversary of the Rent Commencement Date. Any excess sums remaining unspent as of the six (6) month anniversary of the Rent Commencement Date shall be forfeited. Landlord shall pay the Tenant Improvement Allowance to Tenant in progress payments no more frequently than once per calendar month, within ten (10) days after receipt by Landlord of (a) an itemized statement of Tenant Improvement Work expenses to the date of such statement, accompanied by reasonably detailed invoices and other supporting information as is reasonably requested by Landlord, and (b) unconditional lien releases for the prior calendar month and conditional lien releases for the current month, each in the form required under California Civil Code Section 3262 from all TI Costscontractors, except subcontractors and materialmen who shall have furnished materials or supplies or performed work or services in connection with the Tenant Improvement Work. Each of Landlord's progress payments shall be proportionate to the total of each invoice, based on the ratio between the total amount of the Tenant Improvement Allowance and the total cost of the Tenant Improvement Work; provided that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (y) costs resulting from any default by Tenant of its obligations under this Lease, or (z) costs that are recoverable or reasonably recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates Improvement Work up to the amount of TI Costs so that the TI Deposit will not be sufficient Tenant Improvement Allowance prior to cover the TI Allowance Excess, then Landlord shall communicate the same to any contribution by Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between if: (a) the TI Costs cost of the Tenant Improvement Work is reasonably estimated to exceed the Tenant Improvement Allowance (based on quotes received by Tenant for such work), and (b) Tenant deposits the sum of funds necessary to pay for such excess costs in an escrow account reasonably acceptable to Landlord. Notwithstanding the TI Allowance and the TI Deposit. Howeverforegoing, Landlord shall be solely responsible for any costs related have no obligation to pay the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach Improvement Allowance if (i) an Event of Default by Tenant exists under this Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits ; (ii) a lien has been filed with respect to the Tenant ImprovementsImprovement Work that has not been released; (iii) Tenant is not in compliance with the terms of all applicable permits for the Tenant Improvement Work, or (iv) the insurance required under this Lease is not in full force and effect.

Tenant Improvements. Landlord Tenant shall cause do any and all work that Tenant desires to initially adapt the Core demised premises to Tenant’s Intended Use and Shell Contractor or another Contractor designated by Landlord and approved by Tenant, such consent not to be unreasonably withheld or delayed (“TI Contractor”, and together with Core and Shell Contractor, “Contractor”) to commence and thereafter diligently prosecute the construction of the tenant improvements in the Premises pursuant any other work at any time to the Work Letter demised premises, other than the installation of Tenant’s furniture, trade fixtures or moveable equipment (collectively, the “Tenant Improvements”)) subject to the provisions of this Section 5.2. Prior to the commencement of construction of any Tenant Improvements, Tenant shall submit to Landlord for its approval plans and specifications for any Tenant Improvements prepared by Tenant at its sole cost and expense. Landlord’s approval shall not be unreasonably withheld, delayed or conditioned; provided, however, that before performing Landlord may condition its approval on the removal of the proposed Tenant Improvements and restoration of the demised premises (or portions thereof) to the extent that, in Landlord’s reasonable judgment, the proposed Tenant Improvements, Landlord shall prepare in good faith an estimated budget for or portion thereof, will materially change the construction character, functionality or quality of the Tenant Improvements demised premises. If not expressly objected to by Landlord in writing within ten (10) business days following Landlord’s receipt of Tenant’s plans and deliver specifications, such budget to Tenant plans and specifications shall be deemed approved by Landlord. Upon final approval of Tenant’s plans and specifications for Tenant’s written approval prior intended Tenant Improvements, Tenant shall perform all of such Tenant Improvement work at its sole cost and expense strictly in accordance with the start of construction approved plans and specifications approved by Landlord, in a good and workmanlike manner and in accordance with all Applicable Requirements (the “Budget”as defined at Section 14.6). Landlord and Upon completion of the initial Tenant Improvements, Tenant shall work together cooperatively and in good faith deliver to achieve Landlord a mutually acceptable Budget. Landlord shall update the Budget certificate of occupancy or other like governmental approval for Tenant’s review use and occupancy of the demised premises. After the approval at reasonable intervals of the plans and shall notify Tenant in writing if specifications and the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceededissuance of all necessary permits and approvals, Landlord and Tenant shall work together cooperatively, if required by Tenant, use all reasonable efforts to modify the scope of the complete its Tenant Improvements in order to bring open for business as soon as reasonably possible. Notwithstanding the same in line with a budget reasonably acceptable to Tenant. The foregoing, during the Early Occupancy Period, no work on Tenant Improvements shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and during normal business hours without the Approved TI Plans (as defined in the Work Letter). Tenant shall pay all TI Costs, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (y) costs resulting from any default by Tenant of its obligations under this Lease, or (z) costs that are recoverable or reasonably recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligenceprior written consent, intentional misconduct which may be given or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenantwithheld in Landlord’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvementssole discretion.

Tenant Improvements. Landlord All Tenant Improvements shall cause the Core and Shell Contractor or another Contractor designated by Landlord and approved be performed by Tenant’s contractor, such consent not at Tenant’s sole cost and expense (subject to be unreasonably withheld or delayed (“TI Contractor”, and together Landlord’s obligations with Core and Shell Contractor, “Contractor”) respect to commence and thereafter diligently prosecute the construction any portion of the tenant improvements in the Premises Base TI Allowance and, if properly requested by Tenant pursuant to the terms of the Lease, the Additional TI Allowance and in accordance with the Approved Plans (as defined below), the Lease and this Work Letter Letter, provided that any vivarium shown on the Approved Plans shall not exceed ten percent (10%) of rentable area of the “Tenant Improvements”); provided, however, Premises. To the extent that before performing the Tenant Improvements, Landlord shall prepare in good faith an estimated budget for the construction total projected cost of the Tenant Improvements and deliver (as projected by Landlord) exceeds the TI Allowance (such budget to Tenant for Tenant’s written approval prior the start of construction (excess, the “BudgetExcess TI Costs”). Landlord and , Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update pay the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope costs of the Tenant Improvements on a pari passu basis with Landlord as such costs become due, in the proportion of Excess TI Costs payable by Tenant to bring the Base TI Allowance and, if properly requested by Tenant pursuant to the terms of the Lease, the Additional TI Allowance payable by Landlord. If the cost of the Tenant Improvements (as projected by Landlord) increases over Landlord’s initial projection, then Landlord may notify Tenant and Tenant shall pay any additional Excess TI Costs with Landlord in the same way that Tenant deposited the initial Excess TI Costs. If Tenant fails to pay, or is late in line paying, any sum due to Landlord under this Work Letter, then Landlord shall have all of the rights and remedies set forth in the Lease for nonpayment of Rent (including the right to interest and the right to assess a late charge), and for purposes of any litigation instituted with a budget reasonably acceptable regard to Tenantsuch amounts the same shall be considered Rent. The All material and equipment furnished by Tenant or its contractors as the Tenant Improvements shall be new or “like new;” the Tenant Improvements shall be performed in a first-class, workmanlike manner and shall substantially conform with Applicable Laws manner; and the Approved TI Plans (as defined in quality of the Work Letter)Tenant Improvements shall be of a nature and character not less than the Building Standard. Tenant shall pay all TI Coststake, except that Landlord and shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of its contractors to take, commercially reasonable steps to protect the Premises (during the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses performance of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, including covering or temporarily removing any window coverings so as to guard against dust, debris or damage. All Tenant Improvements shall be performed in accordance with Article 17 of the Lease; provided that, notwithstanding anything in the Lease or this Work Letter to the contrary, in the event of a conflict between this Work Letter and (vi) Article 17 of the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (y) costs resulting from any default by Tenant of its obligations under this Lease, or (z) costs that are recoverable or reasonably recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant terms of this Work Letter shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvementsgovern.

Tenant Improvements. Landlord shall cause will deliver the Core Premises, and Shell Contractor or another Contractor designated will continue to deliver the Additional Premises as provided herein, to Tenant in sound structural condition with all Building systems which service the Premises in good order and repair, and with the improvements ("Tenant Improvements") shown and/or described in Exhibit L ("Landlord's Work") and Exhibit M ("Tenant's Work") in accordance with the drawings approved by Landlord and approved by Tenant, such consent not . Landlord shall complete Landlord's Work at Landlord's sole cost and expense. Landlord shall complete Tenant's Work at the sole cost and expense of Tenant. Tenant shall have the right to be unreasonably withheld or delayed (“TI Contractor”, and together with Core and Shell Contractor, “Contractor”) to commence and thereafter diligently prosecute the construction of the tenant improvements participate in the Premises pursuant bid process and to the Work Letter (the “Tenant Improvements”); provided, however, that before performing the Tenant Improvements, Landlord shall prepare in good faith an estimated budget for the review and approve all construction of the Tenant Improvements and deliver such budget to Tenant contracts for Tenant’s written approval prior the start of construction (the “Budget”)'s Work. Landlord and Tenant shall work together cooperatively and in good faith each appoint one (1) person to achieve review invoices for Tenant's Work. Those invoices, if approved by the fifth of a mutually acceptable Budgetmonth, shall be paid by Tenant by the twentieth of the month. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall will notify Tenant when in writing if the Budget is likely to be exceededLandlord's opinion Landlord's Work and Tenant's Work are substantially complete. If there is an indication that the Budget is likely to be exceededWithin three (3) business days after receiving such notice, Landlord and Tenant shall work together cooperativelyinspect the Premises for any deficiencies in Landlord's Work or Tenant's Work, if required by Tenant, to modify the scope of the and Tenant Improvements to bring the same in line will provide Landlord with a budget reasonably acceptable to "punchlist" describing any deficiencies in Landlord's Work or Tenant's Work. The Tenant Improvements shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans (as defined Landlord will correct defective items stated in the Work Letter). Tenant shall pay all TI Costspunchlist promptly, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined but in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: later than twenty (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (y) costs resulting from any default by Tenant of its obligations under this Lease, or (z) costs that are recoverable or reasonably recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (520) business days after receiving Tenant's punchlist. All of receiving Landlord's Work and Tenant's Work shall be completed in a workman-like manner in conformance with all applicable building codes, xxxx, rules and regulations. Tenant shall, subject to the Budget (provisions of Section 11.b. below, also have the “TI Deposit”). In right to construct and install at its sole cost and expense such additional improvements in the event Landlord determines the estimate Premises as are in its judgment necessary or convenient for its use of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant ImprovementsPremises.

Tenant Improvements. Unless specified otherwise herein, Tenant shall bear and pay the cost of the Tenant Improvements (which cost shall include, without limitation, the costs of construction as provided for in the Tenant Improvement Contractor’s contract, the cost of permits, and all architectural, design, space planning, and engineering services obtained by Tenant in connection with Tenant Improvements); provided that so long as Tenant is not in monetary or material non-monetary default under the Lease, Landlord shall cause the Core and Shell Contractor or another Contractor designated by Landlord and approved by Tenantcontribute a maximum of $145 per rentable square foot, such consent not to be unreasonably withheld or delayed (“TI Contractor”, and together with Core and Shell Contractor, “Contractor”) to commence and thereafter diligently prosecute the construction for an aggregate maximum of the tenant improvements in the Premises pursuant to the Work Letter $10,557,740 (the “Tenant ImprovementsImprovement Allowance”); provided. For the avoidance of confusion, howeverthe foregoing shall not be read to prevent Tenant from curing the applicable default and once the default is cured (if such cure is completed within the applicable cure period, that before performing the Tenant Improvementsif any, expressly set forth in this Lease), Landlord shall prepare in good faith an estimated budget for be obligated to make the construction of applicable contribution from the Tenant Improvements and deliver such budget to Tenant for Tenant’s written approval prior the start of construction (the “Budget”). Landlord and Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope of the Tenant Improvements to bring the same in line with a budget reasonably acceptable to TenantImprovement Allowance. The Tenant Improvements Improvement Allowance shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans (as defined in the Work Letter). Tenant shall pay all TI Costs, except that Landlord shall pay utilized for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and (vi) including without limitation building improvements to the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (y) costs resulting from any default by Tenant of its obligations under this Lease, or (z) costs that are recoverable or reasonably recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by TenantBuilding, the parties shall discuss revisions to cost of obtaining permits, costs of preparing any plans or drawings, the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum cost of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to performing the Tenant Improvements to the extent the same result from Landlord’s gross negligenceincluding labor and material costs, intentional misconduct cost of any third party consulting or breach contracting fees (including without limitation costs of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s abilityarchitect and engineers), to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits costs with respect to the Tenant Improvement Project Manager, and any other hard costs of the Tenant Improvements.; provided, however, the Tenant Improvement Allowance will not be used for signage, furniture costs, any telecom/cabling costs, and shall be available to Tenant only until one year after the Lease Commencement Date, which date shall be extended for Landlord Delays and/or Force Majeure, after which Landlord shall have no further obligation to provide any portion of the Tenant Improvement Allowance. Subject to such deadline, and based upon applications for payment prepared, certified and submitted by Tenant as described below, Landlord shall make progress payments from the Tenant Improvement Allowance to Tenant in accordance with the provisions of this Paragraph 3, (but in no event more than $145 per square foot for the applicable space under construction), as follows:

Tenant Improvements. Landlord shall will cause the Core to be constructed (using an architect, MEP engineers, general contractor and Shell Contractor or another Contractor designated subcontractors selected by Landlord [after obtaining at least three (3) competitive bids from Landlord’s general contractors]), at Landlord’s sole cost and approved by Tenantexpense (subject to the remaining provisions of this Section 18.1), such consent not to be unreasonably withheld or delayed (“TI Contractor”all Tenant Improvements identified with specificity within, and together with Core in substantial accordance with, the Space Plan (as hereinafter defined). The parties intend that the Tenant Improvements set forth herein will be performed in a manner such that this Lease is a “turn key” Lease. The Tenant Improvements will be designed as described in this Tenant Improvement Rider. The Tenant Improvements become the property of Landlord and Shell Contractor, “Contractor”) to commence and thereafter diligently prosecute the construction a part of the tenant improvements in Building immediately upon installation. Notwithstanding the Premises pursuant foregoing, the parties acknowledge and agree that, as of the Lease Date, Landlord has not received a final cost estimate for the Tenant Improvements from Landlord’s general contractor. If, after receipt of the final cost estimate, Landlord determines that it is unable to the Work Letter (the “Tenant Improvements”); provided, however, that before performing turn key” the Tenant Improvements, Landlord shall prepare in good faith an estimated budget Landlord, within three (3) business days after receipt of the final cost estimate, will meet with its general contractor and negotiate to reduce the total cost for the construction of Tenant Improvements. If Landlord is still not able to “turn key” the Tenant Improvements and deliver Improvements, then, within three (3) business days of such budget to Tenant for Tenant’s written approval prior meeting with the start of construction (the “Budget”). general contractor, Landlord and Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely (“Landlord’s Notice”) of Landlord’s inability to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope of construct the Tenant Improvements on a “turn key” basis, time being of the essence. Within five (5) Business Days following Tenant’s receipt of Landlord’s notification, Tenant will confer with Landlord in an effort to bring mutually and reasonably value engineer the same in line with a budget reasonably acceptable to Tenant. The Tenant Improvements shall be performed in a workmanlike manner and shall substantially conform such that both parties are willing to proceed with Applicable Laws and the Approved TI Plans (as defined in the Work Letter). Tenant shall pay all TI Costs, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements. If, despite such efforts, the parties are unable to so value engineer the Tenant Improvements within ten (10) Business Days following Tenant’s receipt of Landlord’s Notice, then either party, in its sole and (vi) absolute discretion, may terminate this Lease upon written notice to the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (y) costs resulting from any default by Tenant of its obligations under this Lease, or (z) costs that are recoverable or reasonably recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI DepositTl Termination Notice”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make either party gives a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI DepositTl Termination Notice, Tenant shall promptly pay have the additional amount right to Landlordoccupy the Temporary Premises for a period of one hundred twenty (120) days thereafter in accordance with the provisions of Section 2.1. Upon expiration of such one hundred twenty day (120) day period, the Lease shall terminate and neither party shall have any further duties or obligations to the other party under this Lease (except for those obligations that expressly survive the termination of this Lease), and such additional amount the Lease shall thereafter be added to the TI Depositconsidered null and void and of no further force or effect. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI CostsFor purposes hereof, Tenant shall reimburse Landlord the difference between “Substantially Complete” and “Substantially Completed” means either (a) the TI Costs and date a certificate of occupancy (temporary or final) is issued for the Premises, or (b) if a certificate of occupancy is not required, the sum date Tenant is reasonably able to take occupancy of the TI Allowance and the TI Deposit. However, Landlord shall be solely Premises; provided that if either (a) or (b) is delayed or prevented because of work Tenant is responsible for any costs related to performing in the Tenant Improvements to Premises, “Substantial Completion” means the extent the same result from date that all of Landlord’s gross negligence, intentional misconduct work which is necessary for either (a) or breach (b) to occur has been performed and Landlord has made the Premises available to Tenant for the performance of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvementswork.

Tenant Improvements. Landlord or Landlord's space planner or architect, in cooperation with Tenant and its consultants, shall prepare plans and specifications for improvements (the "Tenant Improvements") to the Premises (the "Tenant Improvement Plans") which shall be subject to the approval of Landlord and Tenant, which approval shall not be unreasonably withheld. After the Tenant Improvement Plans have been prepared and approved by the parties, final pricing has been approved by Landlord and Tenant and building permits have been issued (if any), Landlord shall cause the Core and Shell Contractor or another Contractor designated by Landlord and approved by Tenant, such consent not Tenant Improvements to be unreasonably withheld or delayed (“TI Contractor”, and together constructed in accordance with Core and Shell Contractor, “Contractor”) to commence and thereafter diligently prosecute the construction of the tenant improvements in the Premises pursuant to the Work Letter (the “Tenant Improvements”); provided, however, that before performing the Tenant Improvements, Landlord shall prepare in good faith an estimated budget for the construction Improvement Plans. After final approval of the Tenant Improvements Improvement Plans, no changes to the Tenant Improvement Plans shall be made except with the approval of both Landlord and deliver such budget to Tenant for Tenant’s written approval prior the start of construction (the “Budget”). Landlord shall cause the Tenant Improvements to be completed in a good and Tenant workmanlike manner and in compliance with the building permit issued therefor (if any) by the City of Portland. Landlord shall work together cooperatively diligently and in good faith to achieve a mutually acceptable Budgetcomplete the Tenant Improvements within one year following the Commencement Date. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope Upon substantial completion of the Tenant Improvements to bring the same in line with a budget reasonably acceptable to Tenant. The Tenant Improvements shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans (as defined in the Work Letter). Tenant Premises, Landlord's architect shall pay all TI Costs, except that Landlord shall pay for TI Costs that do not exceed measure the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per number of rentable square foot of feet in the Premises (using the “Initial TI Allowance”American National Standard Method of Measuring Floor Area in Office Buildings, ANSI-BOMA Z65.1-1996, published by the Building Owners and Managers Association International), together with (b) the Additional Allowance. The “TI Costs” resulting number shall mean all Tenant Core and Shell Costs (as defined be the number of rentable square feet in the Work Letter) and Premises for all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) purposes of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (y) costs resulting from any default by Tenant of its obligations under this Lease, or (z) costs that are recoverable or reasonably recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum resulting number differs from 5,043 rentable square feet, then Base Rent, Tenant's Share of the TI Allowance plus the TI Deposit is not sufficient to cover the TI CostsBuilding, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum Tenant's Share of the TI Allowance Project, and Tenant's Share of the TI Deposit. However, Landlord Operating Expense Increase shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvementsadjusted accordingly.

Tenant Improvements. Landlord shall cause construct and, except as provided below to the Core and Shell Contractor or another Contractor designated by Landlord and approved by Tenantcontrary, such consent not to be unreasonably withheld or delayed (“TI Contractor”, and together with Core and Shell Contractor, “Contractor”) to commence and thereafter diligently prosecute pay for the construction entire cost of constructing the tenant improvements in the Premises pursuant to the Work Letter (the “Tenant Improvements”) shown on the floor plan entitled “Building 7-Ground Level Plan” attached to Exhibit “A” to this Lease (the “Plans”), and as otherwise discussed and agreed to by Landlord and Tenant (and as more particularly described on the Coordination Task List dated September 11, 2008 and attached as Schedule 1 to this Work Letter Agreement, and as may be updated and revised at the parties’ mutual agreement, and with respect to the Leased Premises server room, as more particularly described on Schedule 2 to this Work Letter Agreement), including without limitation, Landlord shall install, at Landlord’s expense not to exceed $50,000 a dedicated HVAC for use solely by Tenant in connection with the Leased Premises server room; provided, however, that before performing in no event shall the quality and type of building finishes and materials of the Tenant Improvements, Improvements be of a lesser nature than those previously installed by Landlord in the Corporate Office Building. Tenant may request changes to the Plans provided that (a) the changes shall prepare in good faith an estimated budget not be of a lesser quality than Landlord’s standard specifications for tenant improvements for the Building as the same may be changed from time to time by Landlord (the “Standards”); (b) the changes conform to applicable governmental regulations and necessary governmental permits and approvals can be secured; (c) the changes do not require building service beyond the levels normally provided to other tenants in the Building; (d) the changes do not have any adverse affect on the structural integrity or systems of the Building; (e) the changes will not, in Landlord’s opinion, unreasonably delay construction of the Tenant Improvements Improvements; and deliver such budget to Tenant (f) Landlord has determined in its reasonable discretion that the changes are of a nature and quality consistent with the overall objectives of Landlord for Tenant’s written approval prior the start of construction (the “Budget”). Landlord and Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceededBuilding. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required approves a change requested by Tenant, then, as a condition to modify the scope effectiveness of the Tenant Improvements to bring the same in line with a budget reasonably acceptable to Tenant. The Tenant Improvements shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans (as defined in the Work Letter). Landlord’s approval, Tenant shall pay all TI Coststo Landlord upon demand by Landlord the increased cost attributable to such change, except that Landlord shall pay for TI Costs that do not exceed as reasonably determined by Landlord. To the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot extent any such change results in a delay of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses completion of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event then such delay shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from constitute a Tenant Delay, (y) costs resulting from any default delay caused by Tenant of its obligations under this Lease, or (z) costs that are recoverable or reasonably recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvementsdescribed below.

Tenant Improvements. Landlord shall cause not have any obligation to perform any leasehold improvements, alterations or any other work to make the Core Option B Expansion Premises ready for Tenant's use or occupancy, and Shell Contractor or another Contractor designated by Landlord and approved Tenant shall accept the Option B Expansion Premises in its "as-is" condition as of the Option B Expansion Premises Commencement Date. All Alterations in the Option B Expansion Premises necessary for Tenant's occupancy ("Expansion Improvements") shall be constructed by Tenant, such consent not to shall be unreasonably withheld or delayed (“TI Contractor”, consistent with first class office use and together performed in accordance with Core the terms and Shell Contractor, “Contractor”) to commence and thereafter diligently prosecute the construction provisions of the tenant improvements in the Premises pursuant to the Work Letter (the “Tenant Improvements”); provided, however, that before performing the Tenant Improvements, Landlord shall prepare in good faith an estimated budget for the construction of the Tenant Improvements and deliver such budget to Tenant for Tenant’s written approval prior the start of construction (the “Budget”). Landlord and Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope of the Tenant Improvements to bring the same in line with a budget reasonably acceptable to Tenant. The Tenant Improvements shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans (as defined in the Work Letter). Tenant shall pay all TI Costs, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (Lease including, without limitation, any Section 8.3 of the Attached Property Existing Lease. All Expansion Improvements shall be performed at Tenant's sole cost and expense, subject to the Expansion Improvement Allowance (as defined below). Landlord shall provide Tenant with an allowance (the "Expansion Improvement Allowance") for the Expansion Improvements in Section 18.5), an amount not to exceed the $1,142,988.00 (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections being the product of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, $8.40 times (y) costs resulting from any default by Tenant the rentable square footage of its obligations under this Lease, or the Option B Expansion Premises as set forth above times (z) costs that are recoverable or reasonably recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasorsfive). In Any amounts to design and construct the event Expansion Improvements in excess of the estimated total TI Costs Expansion Improvement Allowance shall be paid by Tenant. Landlord shall receive a one percent (as 1%) percent construction oversight fee, payable out of the Expansion Improvement Allowance, in connection with the Expansion Improvements, which fee shall be calculated based only on the so-called "hard costs" of construction for the Expansion Improvements. The Expansion Improvement Allowance shall be advanced by Landlord on the terms and conditions set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate Section 4 of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions Work Letter attached to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI CostsExisting Lease, and unless any amounts not requisitioned by the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum first anniversary of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits date upon which Rent payments commence with respect to the Tenant Improvementsapplicable Option B Expansion Premises Commencement Date shall be retained by Landlord with no further obligation to advance the same.

Tenant Improvements. Landlord shall cause its contractor to make such improvements to the Core and Shell Contractor or another Contractor designated Expansion Space as may be specified by Landlord Tenant and approved by TenantLandlord not later than July 31, 2016 ("Tenant Improvements"). All such consent improvements shall be set forth at one time by Tenant as part of a single plan, it being understood that Landlord shall not be required to undertake multiple jobs. All materials and finishes utilized in completing the Tenant Improvements shall be Landlord’s building standard. Should Landlord submit any matter to Tenant for approval, Tenant shall approve or reasonably disapprove same (with reasons specified) within 5 business days. Landlord's total contribution for the Tenant Improvements shall not exceed $22,354.00 ("Landlord Contribution"). Any excess cost shall be borne solely by Tenant and shall be paid to Landlord within 10 business days following Landlord's billing for such excess cost. Tenant understands and agrees that any portion of the Landlord Contribution not utilized by Tenant as part of the single improvement project on or before December 31, 2016 shall inure to the benefit of Landlord and Tenant shall not be entitled to any credit or payment or to apply any such savings toward additional work. Notwithstanding the foregoing, Tenant may utilize a portion of the Landlord Contribution not to be unreasonably withheld or delayed exceed $22,354.00 toward the out-of-pocket expenses incurred by Tenant for relocating to the Premises, including furniture moving and data cabling costs (“TI ContractorMoving Allowance”). Tenant shall be reimbursed for such expenses by submitting copies of all supporting third-party invoices to Landlord by December 31, 2016. Landlord shall reimburse Tenant in one installment within 30 days following receipt of all such invoices. Tenant understands and together with Core and Shell Contractor, “Contractor”) to commence and thereafter diligently prosecute agrees that should the construction cost of the completion of the tenant improvements be less than the maximum amount provided for the Landlord Contribution, then subject to Tenant’s foregoing right to apply same to relocation costs in the Premises pursuant a timely manner as provided above, such savings shall inure to the Work Letter (the “Tenant Improvements”); provided, however, that before performing the Tenant Improvements, Landlord shall prepare in good faith an estimated budget for the construction benefit of the Tenant Improvements and deliver such budget to Tenant for Tenant’s written approval prior the start of construction (the “Budget”). Landlord and Tenant shall work together cooperatively and in good faith not be entitled to achieve a mutually acceptable Budgetany credit or payment or to apply the savings toward additional work. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget It is likely to be exceeded. If there is an indication understood that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope of the Tenant Improvements to bring the same in line with a budget reasonably acceptable to may be done during Tenant. The Tenant Improvements shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans (as defined in the Work Letter). Tenant shall pay all TI Costs, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot 's occupancy of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and (vi) the Warm Shell CostsExpansion Space. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (y) costs resulting from any default by Tenant of its obligations under this Lease, or (z) costs that are recoverable or reasonably recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowanceregard, Tenant agrees to assume any risk of injury, loss or damage which may result and that no rental abatement shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to result while the Tenant Improvements to are completed in the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant ImprovementsPremises.

Tenant Improvements. Landlord shall cause the Core and Shell Contractor or another Contractor designated agrees to provide Tenant with an allowance for construction by Landlord and approved by Tenant, such consent not Tenant of certain tenant improvements to be unreasonably withheld or delayed (“TI Contractor”incorporated into the Fifth Expansion Premises, and together with Core and Shell Contractor, “Contractor”) to commence and thereafter diligently prosecute the construction of the tenant improvements in the Premises pursuant to the Work Letter amount of Eighty-Three Thousand Seven Hundred Ninety and No/100 US Dollars ($83,790.00) (the “Tenant ImprovementsConstruction Credit”); provided, however, that before performing the Tenant Improvements, Landlord shall prepare in good faith an estimated budget for the construction of the Tenant Improvements and deliver such budget to Tenant for Tenant’s written approval prior the start of construction ) (the “Budget”). Landlord and Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget which Construction Credit is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope of the Tenant Improvements to bring the same in line with a budget reasonably acceptable to Tenant. The Tenant Improvements shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans (as defined in the Work Letter). Tenant shall pay all TI Costs, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars (calculated based upon $125.00) 15.00 per rentable square foot of the Premises (the “Initial TI Allowance”Fifth Expansion Premises), together with (b) the Additional Allowance. The “TI Costs” shall mean all which Construction Credit may be used by Tenant Core and Shell Costs (as defined in the Work Letter) manner set forth in Exhibit B-4, attached to this Modification and all costs and expenses incorporated by reference. Landlord shall be paid a construction management supervisory fee out of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant Credit equal to an unaffiliated third party (such fees not to exceed three one percent (31%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) hard construction costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5)tenant improvements to be constructed by Tenant, (v) building permits and other taxes, specifically excluding architectural fees, charges project management fees, permitting, cabling, furniture, fixtures and levies equipment. Landlord’s construction management fee shall be invoiced by governmental and quasi-governmental agencies paid to Landlord based upon the invoices submitted by Tenant for permits or for inspections reimbursement from Landlord and shall be paid out of the Construction Credit. Any portion of the Construction Credit not used by tenant by December 31, 2004, shall revert back to Landlord. Landlord, as its option (which option must be exercised, if at all, at the time that landlord grants its written approval to Tenat’s proposed final construction Plans in the manner described in Exhibit B-4) may require Tenant Improvementsto remove any physical additions and/or repair any alterations made pursuant to this paragraph or Exhibit B-4, including but not limited to low voltage communications and (vi) data cabling, in order to restore the Warm Shell Costssubject portion of the leased premises to the condition existing at the time prior to the commencement of such work, all costs of removal and/or alterations to be borne by Tenant. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (y) costs resulting from any default by Tenant of its obligations under this Lease, or (z) costs that are recoverable or reasonably recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). In the event the estimated total TI Costs (addition and subject to Tenant’s rights to relocate such equipment as set forth provided in the Budget) exceed the TI AllowanceSixth Modification and Ratification of Lease, Tenant shall deposit with have the right, at Tenant’s sole cost and expense, to use the following equipment and personal property of the Landlord such overage located within the Fifth Expansion Premises: the UPS unit: two (2) 6-ton Liebert computer room cooling units;and, the raised computer room flooring (“TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI DepositLandlord’s Equipment”). In Landlord makes no representation or warranty to Tenant with respect to Landlord’s Equipment, and Tenant agrees to take and use Landlord’s Equipment in its current “as-is” condition and repair, and in the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient Tenant elects to cover the TI Allowance Excess, then Landlord shall communicate the same to use Landlord’s Equipment Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for all costs of maintaining and repairing Landlord’s Equipment during Term of the Lease as determined by Tenant. In the event that Tenant elects not to use Landlord’s Equipment at any costs related time during the Term of the Lease, Tenant may dispose of Landlord’s Equipment at Tenant’s sole cost and expense. On termination of the Lease, Tenant may dispose of or return Landlord’s Equipment in the condition it was provided to Tenant, normal wear and tear excepted. Subject to Tenant’s obligations to remove cabling and repair the Premises, and subjects to Landlord’s reasonable consent as to size, location and methods of the construction, Tenant may core drill the floor separating the first and second floors in those areas occupied by Tenant pursuant to the Lease for installation of power and communication cables. Furthermore, Tenant, at its sole cost and expense, and subject to the reasonable advance approval of the Landlord, and subject to all applicable laws, rules and regulations, including but not limited to the requirements of the Denver Technological Center Architectural Control Committee, may replace the existing Building emergency electrical generators with new, larger capacity generators provided that; (i) such new generators shall be and remain Tenant’s personal property, (ii) Tenant Improvements shall be responsible for removal of the existing emergency electrical generators, which generators are currently the personal property of Tenant (iii) in the event that such new generators utilize more space on the Building parking lots than the existing emergency electrical generators, any parking spaces lost as a result shall be deducted from the total number of parking spaces allocated to Tenant in Section 1.03(0), as amended; and (iv) Landlord may condition its approval of any changes or additions to (1) the concrete pads located under the emergency electrical and generators and (2) the enclosures and screening around such pads, an agreement by Tenant to remove such changes or additions and enclosures at the end of the term of the Lease, and to the extent set forth in the same result from approval by Landlord provided prior to the commencement by Tenant of such changes or additions, Tenant shall remove such items, and in any event Tenant shall remove the emergency electrical generators and all associated equipment and wiring, and shall repair all damage to Landlord’s gross negligence, intentional misconduct or breach Property occasioned by all of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvementssuch removal.

Tenant Improvements. Landlord All improvements to the Premises that may be deemed necessary by Tenant from time to time for Tenant’s use or occupancy thereof shall cause the Core and Shell Contractor or another Contractor designated by Landlord and approved be completed by Tenant, such consent not to be unreasonably withheld or delayed (“TI Contractor”at Tenant’s expense, and together with Core and Shell Contractor, “Contractor”) shall hereinafter be referred to commence and thereafter diligently prosecute the construction of the tenant improvements in the Premises pursuant to the Work Letter (the as “Tenant Improvements”); provided, however, that before performing the Tenant Improvements, Landlord shall prepare in good faith an estimated budget for the construction of the Tenant Improvements and deliver such budget to Tenant for Tenant’s written approval prior the start of construction (the “Budget”). Landlord and Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope of the Tenant Improvements to bring the same in line with a budget reasonably acceptable to Tenant. The .” All Tenant Improvements shall be performed constructed in a workmanlike first-class manner and shall substantially conform comply with Applicable Laws all insurance requirements and the Approved TI Plans (as defined in the Work Letter)with applicable governmental laws, statutes, ordinances, rules, and regulations. Tenant shall be responsible for and shall pay to Landlord, as additional Rent, the entire amount of any real estate taxes attributable to any alterations, improvements, or changes made by Tenant pursuant to this Section. All such alterations, improvements, and changes shall become the property of Landlord upon completion, unless otherwise agreed to in writing by Landlord. Tenant agrees to submit to Landlord plans and specifications governing Tenant Improvements in such detail as Landlord may require, and Tenant agrees not to commence work on any of Tenant Improvements until Landlord has approved such plans and specifications and the selection of the general contractor in writing, which consent shall not be unreasonably withheld. Tenant shall proceed diligently with construction of any Tenant Improvements. At all TI Coststimes during Tenant construction, except Landlord and its representatives shall have the right to enter upon the Premises for the purpose of MJ Havana, LLC - Lightshade Labs, LLC 2014 Commercial Lease Page 6 of 32 inspecting construction and progress of any Tenant Improvements. Upon completion of any Tenant Improvements, Tenant shall provide Landlord with a Certificate from Tenant’s architect certifying that the subject Tenant Improvements have been constructed in accordance with the plans and specifications approved by Landlord. In the event Tenant does not provide any such required certificate, Landlord shall pay for TI Costs that do not exceed the TI Allowancebe entitled to engage an architect of its choice to provide such certificate. The “TI Allowance” Any fees or expenses incurred by Landlord in securing any such architect’s certificate shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” be deemed additional Rent payable by Tenant to Landlord and shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees be paid by Tenant to an unaffiliated third party within seven (such fees not to exceed three percent (3%7) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (y) costs resulting from any default by Tenant of its obligations under this Lease, or (z) costs that are recoverable or reasonably recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result written notice from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvements.

Tenant Improvements. Landlord shall cause The Xxxxxx Group as general contractor to complete the Core Expansion Space in accordance with the plans or the description of improvements and Shell Contractor or another Contractor designated by Landlord and approved by Tenant, such consent not the specifications to be unreasonably withheld or delayed (“TI Contractor”prepared by WCL Associates, Inc. Prior to January 1, 2001, Tenant will submit complete and together with Core final space plans and Shell Contractorspecifications prepared by WCL Associates, “Contractor”) Inc., to commence Landlord for review and thereafter diligently prosecute the construction of the tenant improvements in the Premises pursuant to the Work Letter (the “Tenant Improvements”); provided, however, that before performing the Tenant Improvements, Landlord shall prepare in good faith an estimated budget for the construction of the Tenant Improvements and deliver such budget to Tenant for Tenant’s written approval prior the start of construction (the “Budget”)approval. Landlord and Tenant shall work together cooperatively and in good faith will use all reasonable efforts to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely cause all necessary construction to be exceededsubstantially completed ready for use and occupancy by Tenant on the Effective Date, subject to extension for delays due to any cause beyond the reasonable control of Landlord or Landlord's contractors or suppliers. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope of the Tenant Improvements to bring the same in line with a budget reasonably acceptable to Tenant. The Tenant Improvements All construction shall be performed done in a good and workmanlike manner and shall substantially conform comply at the time of completion with Applicable Laws all applicable laws and the Approved TI Plans (as defined in the Work Letter). Tenant shall pay all TI Costs, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot requirements of the Premises governmental authorities having jurisdiction. Landlord agrees to complete such construction at Tenant's sole expense equal to the aggregate of all costs, expenses and fees incurred by or on behalf of Landlord in connection therewith (the “Initial TI Allowance”"Tenant's Cost"), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) constructionarchitectural, engineering and design costs, (ii) the Construction Management Fee cost charged to Landlord by Landlord's general contractor and all subcontractors for performing such construction, (as iii) the cost to Landlord of performing directly any portion of such term is defined in the Work Letterconstruction, and (iv) an administrative and any Project or construction management fees paid by Tenant fee for Landlord's supervision of such construction in an amount equal to an unaffiliated third party (such fees not to exceed three ___________ percent (3____%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) aggregate costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any incurred by or on behalf of Landlord in connection with such construction. Landlord agrees to credit Tenant with an allowance equal to the lesser of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits Tenant's Cost or for inspections $10.00 per square foot of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (y) costs resulting from any default by Tenant of its obligations under this Lease, or (z) costs that are recoverable or reasonably recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage Leased Premises (the “TI Allowance Excess”"Tenant Allowance"), within five (5) business days of receiving the Budget (the “TI Deposit”),. In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient Tenant agrees to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, within ten (10) days of being billed therefor, the excess (if any) of the Tenant's Cost above the Tenant Allowance. In addition, Landlord agrees to make repairs, replacements and such additional amount shall be added maintenance to the TI Deposit. If existing mechanical and electrical systems in the sum of the TI Allowance plus the TI Deposit is Leased Premises not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between exceed One Hundred Thousand Dollars (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvements$100,000).

Tenant Improvements. Landlord shall cause the Core and Shell Contractor or another Contractor Landlord's designated by Landlord and approved by Tenant, such consent not to be unreasonably withheld or delayed contractor (“TI "Contractor”, and together with Core and Shell Contractor, “Contractor”") to commence construct the improvements to the Substitute Premises which are specifically described in the plans and thereafter diligently prosecute specifications prepared by Landlord's architect and attached on Exhibit C hereto (the "Tenant Approved Plans"), using Building standard materials and finishes, unless otherwise noted on the Tenant Approved Plans. Landlord shall select Contractor from a competitive bidding process with not less than three (3) reputable general contractor firms. After the execution hereof, Landlord shall prepare additional construction plans and specifications for the construction of the tenant improvements, which construction plans and specifications shall be based on the Tenant Approved Plans and include only the additional information required for Contractor to obtain the required governmental permits for the construction of the improvements and for Contractor to secure complete bids from qualified contractors to construct the improvements. Tenant shall promptly submit to Landlord (but in no event later than three (3) Business Days after Landlord's request) any information required by Landlord to complete such construction plans and specifications. Landlord shall deliver the Premises pursuant completed construction plans and specifications to Tenant for Tenant's review and Tenant shall provide its written approval or disapproval thereof within three (3) Business Days following Tenant's receipt thereof. Landlord shall promptly revise the Work Letter (construction plans and specifications to address any reasonable objections raised by Tenant and shall promptly resubmit appropriately revised construction plans and specifications to Tenant. This procedure shall be followed until all objections have been resolved and the “construction plans and specifications approved in writing by Tenant Improvements”)and Landlord; provided, however, that before performing the if Tenant Improvements, Landlord shall prepare in good faith an estimated budget for requests more than one (1) set of revisions to the construction plans and specifications other than to correct errors in the same, then delays, if any, in the Substantial Completion of the Tenant Improvements caused by such additional revisions shall constitute a Tenant Delay under Paragraph 2.d. below. (The construction plans and deliver such budget to Tenant for Tenant’s written approval prior the start of construction (the “Budget”). Landlord and Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant specifications, as approved in writing if by Tenant and Landlord, are hereinafter called the Budget is likely "Final Plans" and the improvements to be exceeded. If there is an indication that constructed in accordance with the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify Final Plans are hereinafter called the scope of the Tenant Improvements to bring the same in line with a budget reasonably acceptable to Tenant. The Tenant Improvements shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans (as defined in the Work Letter). Tenant shall pay all TI Costs, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (y) costs resulting from any default by Tenant of its obligations under this Lease, or (z) costs that are recoverable or reasonably recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the "Tenant Improvements.")

Tenant Improvements. (a) Tenant accepts the Premises in its “as is” “where is” condition and Landlord shall cause the Core and Shell Contractor have no obligations whatsoever to improve or another Contractor designated by Landlord and approved by Tenant, such consent not pay for improvements to be unreasonably withheld or delayed (“TI Contractor”, and together with Core and Shell Contractor, “Contractor”) to commence and thereafter diligently prosecute the construction of the tenant improvements in the Premises pursuant to for Tenant’s use and occupancy thereof, except that Landlord on behalf of Tenant shall complete the Work Letter Premises in accordance with the plans prepared by d2 Solutions, last revised November 29, 2016 and titled “TF1,” a copy of which is attached hereto as Exhibit “F” (the “Tenant Improvements”); provided, howeverand in a good and workmanlike manner in compliance at the time of completion with all applicable laws and requirements of East Whiteland Township, that before performing Pennsylvania. As part of the Tenant Improvements, Landlord shall prepare in good faith provide an estimated budget for the construction allowance of the Tenant Improvements and deliver such budget to Tenant Five Thousand Five Hundred Dollars ($5,500) for Tenant’s written approval prior the start of construction (the “Budget”)built-in reception desk. Landlord and Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update the Budget for TenantLandlord’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope of the Tenant Improvements to bring the same in line with a budget reasonably acceptable to Tenant. The Tenant Improvements Work shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans Substantially Completed (as defined in hereunder) and ready for use and occupancy by Tenant on or prior to the Work Letter). Commencement Date, subject to extension for delays due to reasons other than those caused by Tenant shall pay all TI Costsand if so extended, except the Expiration Date will also be extended so that the length of the Term remains unaffected; Landlord shall pay not be liable for TI Costs that do not exceed any loss or damage to Tenant resulting from any delays nor shall any delays affect the TI Allowancecontinuation or validity of this Lease. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot Tenant’s occupancy of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses constitute Tenant’s acceptance of performing the TI Landlord’s Work, including without limitation subject to completion by Landlord of items set forth on a mutually agreed-upon punch-list of incomplete items prepared at the hard and soft costs time of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) Substantial Completion of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (y) costs resulting from any default by Tenant of its obligations under this Lease, or (z) costs that are recoverable or reasonably recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of LeaseWork. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvements.“

Tenant Improvements. Landlord shall cause to be performed the Core other improvements (the "Tenant Improvements") in the Leased Premises in accordance with construction drawings, plans and Shell Contractor or another Contractor designated by Landlord and specifications approved by TenantTenant and Landlord (the "Plans"), such consent which approvals shall not to be unreasonably withheld or delayed (“TI Contractor”delayed, provided such Tenant Improvements comply with the building standard specifications adopted by Landlord or any modifications thereof approved by Landlord and together with Core and Shell Contractor, “Contractor”) to commence and thereafter diligently prosecute the construction Tenant in writing. The current version of the tenant improvements in building standard specifications are attached hereto as Exhibit "C-2", but the Premises pursuant same are subject to the Work Letter (the “Tenant Improvements”); change by Landlord at any time, provided, however, that before performing if Landlord changes the Tenant Improvements, Landlord shall prepare in good faith an estimated budget for the construction of same after the Tenant Improvements and deliver such budget to are commenced or Tenant has otherwise expended funds therefor, Landlord will reimburse Tenant for Tenant’s written approval prior all reasonable costs incurred to redesign or replace work or materials to the start of construction (the “Budget”). Landlord and Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if extent required by Tenant, to modify the scope of the Tenant Improvements to bring the same Landlord's changes in line with a budget reasonably acceptable to Tenantbuilding standard specifications. The Tenant Improvements shall be performed at the Tenant's cost, to be paid in draws as required by the construction contract from (a) funds set aside in a workmanlike manner construction escrow at First American Title prior to Landlord's execution of the construction contract for the Tenant Improvements pursuant to escrow documents reasonably approved by the parties and shall substantially conform Landlord's lender, with Applicable Laws interest on the escrowed funds to accrue to Tenant's benefit, or (b) set aside of funds to be borrowed by Tenant, pursuant to a set aside letter and other documents reasonably approved by the Approved TI Plans (as defined in parties and Landlord's lender, executed prior to Landlord's execution of the Work Letter)construction contract for the Tenant Improvements. Tenant's obligation is limited to the costs of the contract and bids approved by Tenant through the process described below, and Change Orders approved by Tenant, including the pricing thereof. Tenant shall pay cause the Plans to be prepared, at Tenant's cost, by Krauxx Xxxxxx, xx another architect designated by Landlord and reasonably approved by Tenant, consistent with the space plan to be prepared and approved by the parties consistent with a schedule to be agreed upon by the parties within two (2) weeks of Lease execution. Prior to close-of-business on that date which is eight (8) weeks after receipt from Landlord of all TI Costsinformation reasonably necessary to allow Tenant's architect to prepare the Plans, except that Tenant shall furnish the initial complete draft of the Plans to Landlord for Landlord's review and approval. Landlord shall pay for TI Costs that do within two (2) weeks after receipt either provide comments to such Plans or approve the same. Landlord shall be deemed to have approved such Plans if it does not exceed timely provide comments on such Plans. If Landlord provides Tenant with comments to the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot initial draft of the Premises Plans, Tenant shall provide revised Plans to Landlord incorporating Landlord's comments within two (the “Initial TI Allowance”), together with (b2) the Additional Allowance. The “TI Costs” shall mean all Tenant Core weeks after receipt of Landlord's comments and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid agreement by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (y) costs resulting from any default by Tenant of its obligations under this Lease, or (z) costs that are recoverable or reasonably recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Depositchanges. If the sum of the TI Allowance plus the TI Deposit is Tenant does not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvements.accept

Tenant Improvements. Except as otherwise provided herein, Landlord shall deliver the Premises to Tenant in its "as is" condition, excluding latent defects, which Landlord shall promptly repair upon receipt of written notice from Tenant, the cost of which repair shall not be passed through to Tenant as an Operating Expense or otherwise, and in a vacuumed and broom clean condition with all of the prior tenant's personal property removed. If by October 15, 2000 Tenant retains an environmental consultant to test the Premises for the existence of asbestos or lead-based paint, and if such environmental consultant issues a report stating that (1) asbestos or lead-based paint has been found to exist within the Premises, and (2) such asbestos or lead-based paint needs to be encapsulated, removed, repaired, or otherwise abated in order to allow Tenant to use, occupy and renovate, at Tenant's sole discretion, the Premises in compliance with applicable law, then Landlord shall have thirty (30) days of receipt of such report to retain an independent environmental consultant to confirm the results set forth in such report. If Landlord's consultant agrees with the findings in the report, Landlord shall reimburse Tenant for certain costs incurred thereafter to encapsulate, remove, repair or xxxxx such asbestos or lead-based paint in order to cause the Core and Shell Contractor or another Contractor designated by Landlord and approved by Tenant, such consent not Premises to be unreasonably withheld or delayed (“TI Contractor”, and together in compliance with Core and Shell Contractor, “Contractor”) to commence and thereafter diligently prosecute the construction of the tenant improvements in the Premises pursuant to the Work Letter (the “Tenant Improvements”)law; provided, however, Landlord's reimbursement obligation shall be limited to the most cost effective method of remediating such asbestos or lead-based paint, as determined by Landlord's consultant, after consultation with Tenant's consultant; provided, further, however, that before performing if the lead-based paint may be "painted over" rather than removed under applicable law, and provided the Tenant Improvementsintends to paint the affected portion of the Premises, then Tenant shall undertake such painting at Tenant's sole cost and expense. Landlord shall prepare in good faith an estimated budget hereby grants Tenant a one-time Construction Allowance of $3,133,700 ("LANDLORD'S CONSTRUCTION ALLOWANCE") for the cost of tenant improvements to be installed by Tenant, including demising walls, lighting, electrical systems, wall covering, floor covering, telephone and cabling installation costs, the cost of any required demolition, and costs of facilities for computer rooms, lunchrooms (including kitchens in support thereof), training rooms, telephone equipment rooms, fiber optics, and high-ceiling areas. Tenant shall submit its plans for such tenant improvements for Landlord's written approval (the "APPROVED WORK") prior to Tenant's commencement of construction of the Tenant Improvements Approved Work, and deliver such budget to Tenant for Tenant’s written approval prior the start of construction (the “Budget”). Landlord and Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope of the Tenant Improvements to bring the same in line with a budget reasonably acceptable to Tenant. The Tenant Improvements shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans (as defined in the Work Letter). Tenant shall pay all TI Costs, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (y) costs resulting from any default by Tenant of its obligations under this Lease, or (z) costs that are recoverable or reasonably recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), respond within five (5) business days of receiving the Budget (date Tenant provides Landlord any specific set of complete preliminary or complete final plans required for Landlord's approval. Tenant, at its sole cost and expense, shall be responsible for the “TI Deposit”)filing of such plans, construction and engineering drawings and specifications, and the securing of all permits and licenses required therefore, including all fees and related costs. In All work performed by Tenant shall be performed in strict compliance with the event plans submitted for the Approved Work and no modification shall be made in such plans without the prior written approval of Landlord. Landlord determines shall pay Tenant's outside vendors or contractors for materials and services constituting the estimate of Approved Work, up to the TI Costs maximum Landlord's Construction Allowance set forth in the Budget underestimates the amount this Section 29., within thirty (30) days following Landlord's receipt of TI Costs so that the TI Deposit will not be sufficient Tenant's submittal to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions of approved invoices and conditional lien releases for payment. Subject to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be total amount available within the Budget and previously paid TI DepositLandlord's Construction Allowance, Tenant shall promptly pay also be reimbursed from Landlord's Construction Allowance for the additional amount reasonable cost of all preliminary and final plans and specifications and all permits relating to Landlordthe installation of the Approved Work. All of the work to be done by Tenant under this Section 29. shall be done in accordance with the provisions of Section 14. hereof, and such additional amount Tenant shall be added required to follow Landlord's reasonable rules and regulations relating to contractors working in the TI DepositProject. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs have the right to reasonably approve all of Tenant's proposed contractors and subcontractors related to the Tenant Improvements installation of the Approved Work. Tenant's contractors and vendors shall comply with the building's Rules and Regulations for Construction Work attached as Exhibit D. Landlord shall not charge an administrative fee relating to the installation of the Approved Work unless and to the extent that Landlord incurs actual third party cost for the same result from Landlord’s gross negligence, intentional misconduct review or breach approval of Leasesaid plans. Landlord and Tenant shall work together cooperatively at no cost have the right to incorporate special improvements into the building and the Premises, including, but not limited to, separate, self-contained air conditioning systems (including rooftop equipment for same), backup generators and switching, telecommunication and electrical power redundancy, and other special facilities incidental to Tenant's operations, provided same shall be compatible with Landlord's base building systems, and subject to Landlord's consent, which consent shall not be unreasonably withheld, conditioned or risk to Landlord to maximize Tenant’s abilitydelayed. Such special improvements, to the extent reasonably possiblethat same are for Tenant's sole use, shall be furnished and installed at Tenant's sole cost and expense. Tenant as part of the Approved Work is responsible for modifying the building electrical system to obtain the benefit of any applicable research and development tax credits with respect deliver electrical service to the Tenant ImprovementsPremises as designed by Tenant's architects, engineers and contractors. Once installed, Landlord will maintain the electrical system delivering power to the Premises as an Operating Expense of the building. The cost of said electricity consumption in the Premises (but not in the Common Areas of the building) shall be Tenant's sole cost and expense with no overhead or supervision included.

Tenant Improvements. Tenant is currently preparing, at its -sole cost and expense, plans and specifications for the improvements Tenant desires to make to the Additional Expansion Premises (the "Plans). The Plans shall be submitted to Landlord for its approval, which approval shall cause not be unreasonable withheld and shall be granted or rejected within ten (10) days after Landlord's receipt of the Core Plans. The Plans shall be stamped by a Massachusetts registered architect and Shell Contractor shall comply with all applicable laws, ordinances and regulations (including without limitation, the applicable requirements of the Americans with Disabilities Act of 1990, as amended from time to time, and the regulations promulgated thereunder) and the requirements of the Lease regarding Alterations and shall be in a form satisfactory to appropriate governmental authorities responsible for the issuance of permits, approvals and licenses required for construction. Landlord's approval of the Plans shall not impose upon Landlord any responsibility or another Contractor designated liability whatsoever to Tenant. Promptly after approval of the Plans, Tenant shall commence and exercise all reasonable efforts to complete the work specified therein ("Tenant's Work"). All of the Tenant's Work shall be completed in accordance with the approved Plans and the requirements for Alterations set forth in the Lease. Copies of all permits and approvals required for Tenant's Work shall be furnished to Landlord promptly upon receipt thereof. Tenant's Work shall be performed by Landlord and a general contractor first approved by TenantLandlord, such consent which approval shall not to be unreasonably withheld or delayed (“TI Contractor”delayed, and together with Core and Shell Contractor, “Contractor”) under a written construction contract. The approval by Landlord of Tenant's general contractor shall not impose upon Landlord any responsibility or liability whatsoever to commence and thereafter diligently prosecute the construction Tenant as a result of or arising out of the tenant improvements in defaults or other acts or omissions of the Premises pursuant general contractor. A copy of all required bonds and certificates of insurance required by the Lease shall be furnished to Landlord prior to the commencement of construction and installation of Tenant's Work. Within forty-five (45) days after completion of any Tenant's Work Letter (the “Tenant Improvements”); provided, however, that before performing the Tenant Improvements, shall provide to Landlord shall prepare in good faith an estimated budget for the construction "as built" plans of the Tenant Improvements and deliver such budget to Tenant for Tenant’s written approval prior the start of construction (the “Budget”). Landlord and Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope of the Tenant Improvements to bring the same in line with a budget reasonably acceptable to Tenant. The Tenant Improvements shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans (as defined in the Work Letter)'s Work. Tenant shall pay all TI Costs, except that provide Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot with copies of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowancecertificate of occupancy for any Tenant's Work that requires a certificate of occupancy reasonable promptly after completion of such Tenant's Work. The “TI Costs” Tenant shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and be entirely responsible for all costs and expenses of performing the TI associated with Tenant's Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (y) costs resulting from any default by Tenant of its obligations under this Lease, or (z) costs that are recoverable or reasonably recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvements.

Tenant Improvements. Landlord Seller shall cause the Core be responsible for paying all tenant improvement costs and Shell Contractor or another Contractor designated by Landlord and approved by Tenant, such consent not to be unreasonably withheld or delayed (“TI Contractor”, and together with Core and Shell Contractor, “Contractor”) to commence and thereafter diligently prosecute the construction of the tenant improvements in the Premises pursuant reimbursements payable under all Tenant Leases executed prior to the Work Letter (the “Tenant Improvements”); provided, however, that before performing the Tenant Improvements, Landlord shall prepare in good faith an estimated budget for the construction of the Tenant Improvements and deliver such budget to Tenant for Tenant’s written approval prior the start of construction (the “Budget”). Landlord and Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope of the Tenant Improvements to bring the same in line with a budget reasonably acceptable to Tenant. The Tenant Improvements shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans (as defined in the Work Letter). Tenant shall pay all TI Costs, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (y) costs resulting from any default by Tenant of its obligations under this Lease, or (z) costs that are recoverable or reasonably recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits Second Closing Date with respect to the Development Properties. In the case of tenant improvement work, tenant improvement allowances or other reimbursements to be paid or performed by the landlord under any other Tenant ImprovementsLease, the relevant Buyer shall be responsible for paying for and performing such work and paying such allowances and reimbursements after the Adjustment Time, and (A) if the Tenant Lease was executed (or the renewal, extension or additional space option requiring such work or reimbursement was exercised or executed) prior to the date of this Agreement, the relevant Buyer will receive a credit for the cost of performing such work after the Adjustment Time and the amount of any such reimbursements and allowances not paid by the relevant Seller prior to the Adjustment Time; and (B) if the Tenant Lease was executed (or the renewal, extension or additional space option requiring such work or reimbursement was exercised or executed) on or after the date of this Agreement but prior to the Adjustment Time, the cost of performing such work (whether to be performed before or after the Adjustment Time) and such reimbursements and allowances will be apportioned between the relevant Seller and the relevant Buyer, with the relevant Seller to be allocated the proportion of such costs, reimbursements and allowances that is equal to the proportion that the term of such Tenant Lease that is prior to the Adjustment Time bears to the entire term of such Tenant Lease, and the relevant Buyer to be allocated the remainder of such costs, reimbursements and allowances. The references to "term of such Tenant Lease" in the immediately preceding sentence mean the term of such Tenant Lease that includes the Adjustment Time and commences on the latest to occur of: the first day of the original term of the Tenant Lease for which fixed rent is payable and the first day of the latest renewal or extension of such Tenant Lease for which fixed rent is payable. The relevant Seller shall receive a credit for the amount by which the costs, reimbursements and allowances actually paid or to be paid by the relevant Seller exceed the relevant Seller's apportioned share of the total costs of performing such work (based on the relevant Seller's budgeted cost for such work) and the total of such reimbursements and allowances. The relevant Buyers shall receive a credit for the amount by which the relevant Seller's apportioned share of the total costs of performing such work (based on the relevant Seller's budgeted cost for such work) and the total of such reimbursements and allowances exceeds the costs, reimbursements and allowances actually paid or to be paid by the relevant Seller.

Tenant Improvements. Tenant agrees that it currently occupies, and shall continue to occupy, the Complete Premises in its “as is” condition without any further improvements thereto except as otherwise provided herein. Landlord shall cause shall, at its sole cost and expense, supervise the Core construction and Shell Contractor or another Contractor designated installation of the initial tenant improvements in the Additional Second Floor Expansion Space as herein provided (collectively, the “Additional Improvements”), all in accordance with Tenant's plans and specifications for the design, construction and installation of the Additional Improvements (“Plans”), as such plans and specifications have been reviewed and approved by Landlord and approved by Tenant, such consent approval not to be unreasonably withheld withheld. Landlord shall substantially complete the Additional Improvements in accordance with said Plans and in a good and workmanlike manner, such substantial completion to be certified by Landlord's engineer and Tenant's architect inspecting the work. In the event that either prior to the commencement of the installation of any Additional Improvements or delayed at any time during or following the installation of the Additional Improvements, Tenant requests any change to the aforementioned Plans which has resulted or might result in an increase in the cost of the installation of such Additional Improvements, then Tenant shall promptly deliver the necessary funds to defray such excess cost to Landlord no later than fifteen (“TI Contractor”15) days after Landlord demands same. Notwithstanding the foregoing, any change order(s) requested by Tenant which will result in an increase in the cost of the construction and installation of any Additional Improvements shall be agreed to in advance by Landlord and Tenant, and together with Core Tenant shall be obligated to pay Landlord an additional construction management fee relative to such change order(s) equal to four percent (4%) of any increase in the cost of the construction and Shell Contractor, “Contractor”) to commence and thereafter diligently prosecute installation of the Additional Improvements. Tenant acknowledges that Landlord may be supervising the construction of the tenant improvements in Additional Improvements while Tenant occupies the Complete Premises pursuant and Landlord agrees that it shall use reasonable efforts to the Work Letter (the “Tenant Improvements”); provided, however, that before performing the Tenant Improvements, Landlord shall prepare in good faith an estimated budget for the construction of the Tenant Improvements and deliver such budget to Tenant for minimize any interference with Tenant’s written approval prior the start of construction (the “Budget”). Landlord and Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope of the Tenant Improvements to bring the same in line with a budget reasonably acceptable to Tenant. The Tenant Improvements shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans (as defined in the Work Letter). Tenant shall pay all TI Costs, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (y) costs resulting from any default by Tenant of its obligations under this Lease, or (z) costs that are recoverable or reasonably recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) 's business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be operations within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and Complete Premises while constructing such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvementsimprovements.

Tenant Improvements. Landlord All Tenant Improvements shall cause the Core and Shell Contractor or another Contractor designated by Landlord and approved be performed by Tenant’s contractor, such consent not at Tenant’s sole cost and expense (subject to be unreasonably withheld or delayed (“TI Contractor”, and together Landlord’s obligations with Core and Shell Contractor, “Contractor”) respect to commence and thereafter diligently prosecute the construction any portion of the tenant improvements TI Allowance and in accordance with the Premises pursuant to Approved Plans (as defined below), the Lease and this Work Letter (Letter. To the “Tenant Improvements”); provided, however, extent that before performing the Tenant Improvements, Landlord shall prepare in good faith an estimated budget for the construction total projected cost of the Tenant Improvements and deliver (as projected by Landlord) exceeds the TI Allowance (such budget to Tenant for Tenant’s written approval prior the start of construction (excess, the “BudgetExcess TI Costs”). Landlord and , Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update pay the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope costs of the Tenant Improvements to bring the same in line with a budget reasonably acceptable as such costs become due, and Landlord shall reimburse Tenant (or pay directly to Tenant’s contractor) on a pari passu basis, in the proportion of Excess TI Costs payable by Tenant to the TI Allowance payable by Landlord. The If the cost of the Tenant Improvements (as projected by Landlord) increases over Landlord’s initial projection, Tenant shall promptly notify Landlord, and Landlord’s payment of the TI Allowance shall be on an adjusted pari passu basis based on the additional Excess TI Costs. All material and equipment furnished by Tenant or its contractors as the Tenant Improvements shall be new or “like new;” the Tenant Improvements shall be performed in a first-class, workmanlike manner and shall substantially conform with Applicable Laws manner; and the Approved TI Plans (as defined in the Work Letter). Tenant shall pay all TI Costs, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections quality of the Tenant ImprovementsImprovements shall be of a nature and character not less than the Building Standard, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (y) costs resulting from any default by Tenant of its obligations under this Lease, or (z) costs that are recoverable or reasonably recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Exhibit B-2. Tenant shall deposit take, and shall require its contractors to take, commercially reasonable steps to protect the Premises during the performance of any Tenant Improvements, including covering or temporarily removing any window coverings so as to guard against dust, debris or damage. All Tenant Improvements shall be performed in accordance with Landlord such overage (Article 16 of the “TI Allowance Excess”)Lease; provided that, within five (5) business days of receiving notwithstanding anything in the Budget (Lease or this Work Letter to the “TI Deposit”). In contrary, in the event Landlord determines the estimate of a conflict between this Work Letter and Article 16 of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by TenantLease, the parties terms of this Work Letter shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvementsgovern.

Tenant Improvements. Landlord shall cause is not required to make Tenant Improvements as part of this Lease Renewal. Tenant is also not required to make Tenant Improvements as part of this Lease Renewal. Tenant’s planned improvements (if any) will be submitted to Landlord for approval subject to the Core and Shell Contractor or another Contractor designated by Landlord and approved by Tenant, such consent requirements of this Lease. Landlord’s approval may not to be unreasonably withheld withheld, conditioned or delayed delayed. Should Tenant require “Temporary Space” for their improvements (“TI Contractor”ie. space to accommodate employees while tenant improvements are being constructed) the Landlord will make available up to 20,000 vacant square feet of Temporary Space at either 0000 Xxxxxxxx Xxxxxx, and together with Core and Shell Contractor0000 Xxxxxxxx Xxxxxx, “Contractor”) to commence and thereafter diligently prosecute the construction 000 X-0 Xxxxxxx Xxxx Drive or 000X Xxxxxxx Xxxx Drive or some combination thereof at Landlord’s option. Tenant shall notify Landlord of the tenant improvements in requirement to temporarily use the Premises pursuant to the Work Letter (the “Tenant Improvements”); providedspace before May 1, however, that before performing the Tenant Improvements, Landlord 2004 or such right shall prepare in good faith an estimated budget for the construction forever lapse. The temporary use of the Tenant Improvements space shall include Free Base Monthly Rent and deliver such budget to Tenant for Tenant’s written approval prior the start of construction (the “Budget”)Operating Expenses through July 31, 2004. Landlord From August 1, 2004, Base Monthly Rent shall be $0.50 NNN on a month-to-month basis and Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budgetpay Operating Expenses. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceededDuring all use of Temporary Space, Landlord and Tenant shall work together cooperatively, if maintain insurance on such space as required by Tenant, to modify the scope of the Tenant Improvements to bring the same in line with a budget reasonably acceptable to Tenant. The Tenant Improvements shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans (as defined in the Work Letter). Tenant shall pay all TI Costs, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (y) costs resulting from any default by Tenant of its obligations under this Lease, or (z) costs that are recoverable or reasonably recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). In the event the estimated total TI Costs (as shall have all indemnity duties set forth in this Lease, and Tenant shall execute with Landlord a Temporary Use Agreement reasonably requested by Landlord, provided, same shall not change any of the Budget) exceed the TI Allowanceagreements made herein. Tenant’s rights to use Temporary Space shall not extend further than September 30, 2004, and on or before such date, Tenant shall deposit with vacate the said premises, return them to Landlord such overage (in the “TI Allowance Excess”)same condition in which they were received, within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate reasonable wear and tear incurred in spite of the TI Costs set forth in the Budget underestimates the amount use of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excesscommercially reasonable maintenance practices and efforts, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costsexcepted, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum remove all of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from LandlordTenant’s gross negligence, intentional misconduct or breach of Leaseproperty. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize may access Tenant’s ability, Security Deposit to the extent reasonably possible, to obtain the benefit remedy any breaches of any applicable research and development tax credits with respect to the Tenant Improvementsthese agreements.

Tenant Improvements. Landlord Following delivery of the Premises to Tenant on the Delivery Date, the Tenant Improvements shall cause be performed by Xxxxxx (or, with respect to the Core TI by Landlord, by Landlord) at Tenant’s sole cost and Shell Contractor or another Contractor designated by Landlord and approved by Tenantexpense (subject to the TI Allowance) substantially in accordance with the Approved TI Plans (subject only to changes made in accordance with Section 6.3), such consent the provisions of the Lease governing Alterations (to the extent not to be unreasonably withheld or delayed (“TI Contractor”inconsistent with this Work Letter), and together with Core and Shell Contractor, “Contractor”) to commence and thereafter diligently prosecute the construction of the tenant improvements in the Premises pursuant to the this Work Letter (the “Tenant Improvements”); provided, however, that before performing the Tenant Improvements, Landlord shall prepare in good faith an estimated budget Letter. The schedule for the construction of the Tenant Improvements and deliver such budget (other than the TI by Landlord) shall be in accordance with a schedule to Tenant for Tenantbe prepared by Xxxxxx’s written approval prior the start of construction general contractor (the “BudgetTI Schedule”). Landlord and Tenant shall prepare the TI Schedule so that it is a reasonable schedule for the completion of the Tenant Improvements (other than the TI by Landlord), taking into account the work together cooperatively and in good faith necessary for Landlord to achieve a mutually acceptable BudgetSubstantial Completion by the date set forth in the GMP Contract. Landlord The TI Schedule shall update the Budget for clearly identify estimated dates and time periods when Tenant’s review and contractor will require access to areas that are under construction by Landlord. As soon as the TI Schedule is completed, Tenant shall deliver the same to Landlord for Landlord’s approval, which approval at reasonable intervals and shall not be unreasonably withheld, conditioned or delayed. Such TI Schedule shall be approved or disapproved by Landlord, following consultation with Landlord’s General Contractor, within ten (10) business days after delivery to Landlord. Landlord’s failure to respond within such ten (10) business day period shall be deemed approval by Landlord. If Landlord disapproves the TI Schedule, then Landlord shall notify Tenant in writing if the Budget is likely of its objections to be exceeded. If there is an indication that the Budget is likely to be exceededsuch TI Schedule, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope of the Tenant Improvements to bring the same in line with a budget reasonably acceptable to Tenant. The Tenant Improvements shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans (as defined in the Work Letter). Tenant shall pay all TI Costs, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvementsreasonable detail, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (y) costs resulting from any default by Tenant of its obligations under this Lease, or (z) costs that are recoverable or reasonably recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions confer and negotiate in good faith to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless reach agreement on the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant ImprovementsSchedule.

Tenant Improvements. Tenant shall not, without the prior written consent of Landlord, make any alterations, improvements or additions to the Premises (hereinafter referred to as a "Change"). If Landlord consents to a Change it may impose such conditions with respect thereto as Landlord deems appropriate, including without limitation, requiring Tenant to furnish Landlord security for the payment of all costs to be incurred in connection with the Change, insurance against liabilities which may arise out of such work and the plans and specifications together with all necessary permits for such Change. The work necessary to make the Change shall cause the Core and Shell Contractor be done at Tenant's expense by employees or another Contractor designated contractors hired by Landlord and approved by Tenant, such consent not except to be unreasonably withheld or delayed (“TI Contractor”the extent that Landlord may agree otherwise, and together with Core and Shell Contractor, “Contractor”) to commence and thereafter diligently prosecute the construction of the tenant improvements in the Premises pursuant to the Work Letter (the “Tenant Improvements”); provided, however, that before performing the Tenant Improvements, Landlord shall prepare in good faith an estimated budget for the construction of the Tenant Improvements and deliver such budget to Tenant for Tenant’s written approval prior the start of construction (the “Budget”). Landlord and Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope of the Tenant Improvements to bring the same in line with a budget reasonably acceptable to Tenant. The Tenant Improvements shall be performed in a workmanlike such manner and at such times as Landlord shall substantially conform direct to minimize disturbance to other tenants. Tenant shall promptly pay, when due, the cost of all such work and of all decorating required by reason thereof. Tenant shall also pay to Landlord a percentage of the cost of such Work (such percentage to be established on a uniform basis for the Building) sufficient to reimburse Landlord for all expenses arising from Landlord's involvement with Applicable Laws such work. Upon completion of such work, Tenant shall deliver to Landlord, if payment is made directly to contractors, evidence of payment, contractors affidavits and the Approved TI Plans full and final waivers of all liens for labor, services or materials (as defined in the Work Letterform attached hereto as Exhibit E). Tenant shall pay indemnify, defend and hold harmless Landlord and the Building from all TI Costscosts, except that Landlord damages and liens and expenses related to such work. In connection with such work Tenant shall pay for TI Costs that do not exceed never be deemed an agent of Landlord. All work done by Tenant or Tenant's contractors shall be done in a first class workmanlike manner using only good grades of materials and shall comply with all union and insurance requirements and all Conditions. Any Change shall (without compensation to Tenant) become Landlord's property at the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot termination of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant ImprovementsTerm, and (vi) the Warm Shell Costs. In no event shall the TI Allowance shall, unless Landlord requests otherwise, be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (y) costs resulting from any default by Tenant of its obligations under this Lease, or (z) costs that are recoverable or reasonably recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk relinquished to Landlord to maximize Tenant’s abilityin good condition, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvementsordinary wear excepted.

Tenant Improvements. Landlord shall cause The Tenant Improvements (as defined in the Core and Shell Contractor or another Contractor designated by Landlord and approved by Tenant, such consent not Tenant Work Letter attached as Exhibit B to be unreasonably withheld or delayed (“TI Contractor”, and together with Core and Shell Contractor, “Contractor”this Second Amendment) to commence the Expanded Premises shall be installed and thereafter diligently prosecute constructed in accordance with the construction terms of the tenant improvements in the Premises pursuant to the Tenant Work Letter (the “Tenant ImprovementsWork Letter”); provided) attached hereto as Exhibit B and made a part hereof. If any improvements, however, that before performing alterations or work are required under provisions of the Tenant Improvements, Landlord shall prepare in good faith an estimated budget for the construction of ADA due to the Tenant Improvements and deliver such budget to Tenant for Tenant’s written approval prior or the start of construction (the “Budget”). Landlord and Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope of the Tenant Building Systems Improvements to bring the same in line with a budget reasonably acceptable to Tenant. The Tenant Improvements shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans (as defined in Exhibit B), such improvements, alterations or work shall be deemed Tenant ADA Work and the cost of such Tenant ADA Work Letter)shall be borne solely by Tenant (subject to the Tenant Improvement Allowance and the Building Systems Allowance) and shall not be included as part of the Operating Expenses. Tenant acknowledges that it has been and continues to be in possession of the Original Premises and is familiar with the condition of the Original Premises. Except as expressly provided in this Second Amendment, Tenant hereby agrees that the 000 Xxxx Xxxxx First Floor Premises shall pay be taken “as is”, “with all TI Costsfaults”, “without any representations or warranties.” Tenant hereby acknowledges that it has had an opportunity to investigate and inspect the condition of the 000 Xxxx Xxxxx First Floor Premises and the suitability of same for Tenant’s purposes, and Tenant does hereby waive and disclaim any objection to, cause of action based upon, or claim that its obligations hereunder should be reduced or limited because of the condition of the 000 Xxxx Xxxxx First Floor Premises, the 000 Xxxx Xxxxx Building or the Park or the suitability of same for Tenant’s purposes. Tenant acknowledges that, except as expressly set forth otherwise in the Lease, as amended by this Second Amendment, neither Landlord nor any agent nor any employee of Landlord has made any representations or warranty with respect to the 000 Xxxx Xxxxx First Floor Premises, the Original Premises, the 000 Xxxx Xxxxx Building, the 892 Xxxx Drive Building or the Park or with respect to the suitability of either for the conduct of Tenant’s business and Tenant expressly warrants and represents that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot Tenant has relied solely on its own investigation and inspection of the 000 Xxxx Xxxxx First Floor Premises, the Building and the Park in its decision to enter into this Second Amendment and let the 000 Xxxx Xxxxx First Floor Premises (in an “as is” condition. No promise of Landlord to alter, remodel, repair, or improve the “Initial TI Allowance”)000 Xxxx Xxxxx First Floor Premises, together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core Original Premises, the Building, or the Park, and Shell Costs (as defined in no representation, express or implied, respecting any matter or thing relating to the Work Letter) and all costs and expenses of performing the TI Work000 Xxxx Xxxxx First Floor Premises, including without limitation the hard and soft costs of (i) constructionOriginal Premises, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project Building, Park, or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures this Second Amendment (including, without limitation, any the condition of the Attached Property (as defined in Section 18.5)000 Xxxx Xxxxx First Floor Premises, (v) building permits and other taxesthe Original Premises, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (y) costs resulting from any default by Tenant of its obligations under this LeaseBuilding, or (zthe Park) costs that are recoverable has been made to Tenant by Landlord or reasonably recoverable by Tenant from a third party (e.g., insurers, warrantors, its broker or tortfeasors). In sales agent other than as may be contained in the event the estimated total TI Costs (Lease and as set forth in the BudgetSection 7(b) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvementsbelow.

Tenant Improvements. (a) Landlord shall cause provide Tenant with an improvement allowance of one minion twenty-two thousand four hundred dollars ($1,022,400) (the Core "Allowance"). The Allowance shall be used to reimburse Tenant for direct costs incurred by Tenant in designing, constructing and Shell Contractor or another Contractor designated by Landlord and approved by Tenantinstalling typical, such consent not to be unreasonably withheld or delayed (“TI Contractor”, and together with Core and Shell Contractor, “Contractor”) to commence and thereafter diligently prosecute the construction of the tenant generic improvements in the Leased Premises pursuant to the Work Letter (the “"Tenant Improvements”"); provided, however, (i) that before performing the Tenant Improvements, Landlord shall prepare in good faith an estimated budget for the construction no more than three hundred six thousand seven hundred twenty dollars ($306,720) of the Tenant Improvements and deliver such budget Allowance shall be used to reimburse Tenant for Tenant’s written approval prior costs incurred in installing communication cabling in the start of construction Leased Premises, and (ii) that the “Budget”). Landlord and Allowance shall not be used to reimburse Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify any costs incurred by Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceededconnection with signage, Landlord furniture or moving or for any third party consulting or contracting fees (except Tenant's architectural and Tenant shall work together cooperatively, if required by Tenant, to modify the scope of the Tenant Improvements to bring the same in line with a budget reasonably acceptable to Tenantdesign charges). The Tenant Improvements shall be performed designed, constructed and installed in a workmanlike manner accordance with plans and specification to be approved in advance by Landlord, which approval shall not be unreasonably withheld or delayed, and in accordance with all applicable laws, ordinances and regulations, and shall substantially conform with Applicable Laws and the Approved TI Plans (as defined be constructed by a general contractor that is licensed in the Work LetterState of California and approved in advance by Landlord, which approval shall not be unreasonably withheld or delayed. Tenant Improvement work may commence upon the completion and execution of all required documentation and receipt of all required approvals and permits. In addition, if requested by Tenant on or before the Rent Commencement Date, Landlord shall provide Tenant with a supplemental improvement allowance of five hundred eleven thousand two hundred dollars ($511,200) (the "Supplemental Allowance"). If Tenant does not request the Supplemental Allowance on or before the Rent Commencement Date, Tenant shall pay all TI Costs, except that have no further right to receive the Supplemental Allowance. The Supplemental Allowance shall be in addition to any rent and other charges payable under this Lease and shall bc payable by Tenant in equal monthly installments of principal and interest sufficient fully to amortize the Supplemental Allowance over the remainder of the Lease Term at an interest rate of ten percent (10%) per annum. Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (y) costs resulting from any default by Tenant of its obligations under this Lease, or (z) costs that are recoverable or reasonably recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. HoweverSupplemental Allowance, Landlord shall be solely responsible for any costs related to the if any, when Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk provides to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit receipts for all Tenant Improvement work and evidence that all such work has been completed free of any applicable research all mechanics and development tax credits with respect to the Tenant Improvementsmaterialmen's liens.

Tenant Improvements. Landlord Tenant shall cause the Core and Shell Contractor or another Contractor designated by Landlord and approved by TenantXxxxx Partnership, such consent not to be unreasonably withheld or delayed a licensed architect (“TI Contractor”, and together with Core and Shell Contractor, “ContractorArchitect”) to commence prepare and thereafter diligently prosecute deliver to Landlord and Tenant a preliminary set of plans or test fit plans for the construction Tenant Improvements (defined below) with up to two sets of revisions and pricing notes (“Preliminary Plans”) and Landlord shall reimburse Tenant for the cost of such Preliminary Plans up to a maximum amount of $15,012.00. Landlord shall provide any comments to the Preliminary Plans to Tenant within seven (7) business days after receipt of the tenant improvements in the Premises pursuant Preliminary Plans. Tenant shall thereafter cause Architect to the Work Letter prepare and deliver to Landlord and Tenant, all required Tenant plans (the “Tenant ImprovementsPlans”); provided, however, that before performing the Tenant Improvements, Landlord shall prepare in good faith an estimated budget ) and documents for the construction of the Tenant Improvements and deliver such budget to Tenant for Tenant’s written approval prior the start of construction (the “BudgetPermit Package”). Landlord and Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope of the Tenant Improvements to bring the same in line with a budget reasonably acceptable to Tenant. The Tenant Improvements shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans (as defined in the Work Letter). Tenant shall pay all TI Costssubmit the Plans and Permit Package to Landlord for final approval and Landlord will have seven (7) business days to review and comment on the Plans and Permit Package, except after which Tenant will submit any revisions incorporating Landlord’s comments to the Permit Package to Landlord for further review within seven (7) business days of receiving Landlord’s comments to the Permit Package and such process shall be repeated until the Plans and Permit Package have been reviewed and approved by Landlord, provided that Landlord the applicable response time shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant be reduced to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (y) costs resulting from any default by Tenant of its obligations under this Lease, or (z) costs that are recoverable or reasonably recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days for subsequent iterations. If Landlord fails to respond in writing with its approval or disapproval of receiving any such Plans or Permit Package within the Budget applicable time period, and such failure continues for five (5) business days following Landlord’s receipt of a written notice from Tenant conspicuously stating that the “TI Deposit”)applicable Plans or Permit Package will be deemed correct if Landlord does not timely respond, then the applicable Plans or Permit Package shall be deemed approved by Landlord. In the event Landlord determines the estimate Tenant may, either as part of the TI Costs set forth in the Budget underestimates the amount of TI Costs so Plans and Permit Package or thereafter, require that the TI Deposit will not water line to the building be sufficient increased in size from the size specified in Exhibit B and the appropriate party (i.e., Landlord if prior to cover the TI Allowance Excessdelivery of the Premises to Tenant, then Landlord or Tenant if thereafter) shall communicate cause the same to Tenant and, if required be increased in size as specified by Tenant, provided that the parties increased cost or additional cost of the larger water line i.e., the cost in excess of that which would be paid by Landlord as part of the Landlord’s Work if the water line size was not being increased shall discuss revisions be at Tenant’s sole cost and expense, and shall be considered a part of the Tenant Improvements (defined below) for the purposes of allocation of cost. Notwithstanding anything to the Budget contrary in this Article 4, Landlord shall not unreasonably withhold or condition its consent or approval of the Plans or Permit Package. Upon approval of the Plans and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI DepositPermit Package by Landlord, Tenant shall promptly pay deliver the additional amount to Landlord, and such additional amount shall be added Permit Package to the TI DepositCity and any other governmental or quasi-governmental agency whose review and approval is needed for the issuance of a building permit and obtain such building permit and related approvals as soon as is reasonably practicable once the Permit Package has been finalized. If Should Tenant elect to make any changes to the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI CostsPlans after approval thereof, Tenant shall reimburse submit such changes for review and approval (not to be unreasonably withheld, conditioned or delayed) by Landlord substantially in accordance with the difference between terms and procedures set forth above, provided that any delay in achieving the Delivery Condition (adefined below) the TI Costs and resulting from such change shall be an Excused Delay (b) the sum of the TI Allowance and the TI Deposit. Howeverdefined below); provided further, however, that Landlord shall be solely responsible for any costs related exercise reasonable efforts to the advise Tenant Improvements if Landlord believes that a proposed change by Tenant to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, Plans or Permit Package would be likely to delay Landlord in achieving the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant ImprovementsDelivery Condition.

Tenant Improvements. Landlord Sublandlord shall cause deliver the Core Subleased Premises to Subtenant in their "as is" condition, with all moveable furniture removed and Shell Contractor or another Contractor designated in broom clean condition. Subtenant shall, at its sole cost and expense, construct and build out the Subleased Premises. Subtenant shall conduct its own bidding process and shall use its selected construction manager to coordinate and manage the demolition and construction process. Subtenant's construction shall be made in accordance with plans and specifications prepared by Landlord Subtenant and approved by TenantSublandlord and Landlord, and in accordance with all applicable building codes. Subtenant shall provide the final plans and specifications to Sublandlord and Landlord prior to the commencement of demolition and construction. Sublandlord and Landlord shall approve (or disapprove) such consent plans and specifications within 3 business days of receipt, and approval shall not to be unreasonably withheld withheld. Subtenant may, from time to time, make minor modifications to the plans and specifications without the need to notify Sublandlord or delayed Landlord. Subtenant shall notify Sublandlord and Landlord of material modifications to the plans and specifications throughout the construction process. Sublandlord and Landlord shall approve (“TI Contractor”or disapprove) such modifications within three business days of receipt, and together with Core and Shell Contractor, “Contractor”) to commence and thereafter diligently prosecute approval shall not be unreasonably withheld. Material modifications are modifications that affect Building systems or the construction structural integrity of the tenant improvements Building. Subtenant shall have the right, at is sole cost and expense, to install and maintain its own security system in the Premises pursuant to the Work Letter (the “Tenant Improvements”); provided, however, that before performing the Tenant Improvements, Subleased Premises. Sublandlord and Landlord shall prepare in good faith an estimated budget will not charge Subtenant a fee for reviewing Subtenant's plans for the construction of the Tenant Improvements Subleased Premises, and deliver such budget to Tenant for Tenant’s written approval prior the start of construction (the “Budget”). Landlord and Tenant shall work together cooperatively and in good faith to achieve will not charge a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope of the Tenant Improvements to bring the same in line with a budget reasonably acceptable to Tenant. The Tenant Improvements shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans (as defined in the Work Letter). Tenant shall pay all TI Costs, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and (vi) the Warm Shell Costsservice fee. In no event shall the TI Allowance be used for: (w) the purchase of any furnitureaddition, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (y) costs resulting from any default by Tenant of its obligations under this Lease, or (z) costs that are recoverable or reasonably recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit there will not be sufficient to cover any charge for freight or passenger elevator use or hoists, electricity, water, air conditioning or other utilities (during generally accepted business hours) during the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum construction (including move in) period of the TI Allowance plus Subleased Premises. Subtenant shall keep the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance Subleased Premises and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach Project free and clear of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvementsall liens.

Tenant Improvements. Landlord shall cause After completion of the Core and Shell Contractor Tenant's Work, Tenant may make non-structural improvements, additions, alterations or another Contractor designated by Landlord and approved by Tenantchanges to the interior of the Leased Premises, such or any part thereof not in excess of $~QQ~ with out the prior written consent of Landlord, which will not to be unreasonably withheld or delayed (“TI Contractor”, and together with Core and Shell Contractor, “Contractor”) to commence and thereafter diligently prosecute the construction of the tenant improvements in the Premises pursuant to the Work Letter (the “Tenant Improvements”); provided, however, that before performing the Tenant Improvements, Landlord shall prepare in good faith an estimated budget for the construction of the Tenant Improvements and deliver such budget to Tenant for Tenant’s written approval prior the start of construction (the “Budget”). Landlord and Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope of the Tenant Improvements to bring the same in line with a budget reasonably acceptable to Tenant. The Tenant Improvements shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans (as defined in the Work Letter). Tenant shall pay all TI Costs, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (y) costs resulting from any default by Tenant of its obligations under this Lease, or (z) costs that are recoverable or reasonably recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowancewithheld, Tenant shall deposit with not make structural alterations without the consent of Landlord, which consent shall be in Landlord's sole and absolute discretion. Tenant agrees to indemnify and save harmless the Landlord such overage (the “TI Allowance Excess”)from all liens, within five (5) business days claims or demands arising out of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excessany work performed, then Landlord shall communicate the same to Tenant andmaterials furnished, if required or obligations incurred, by or for Tenant, upon the parties shall discuss revisions to Premises during the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Term. Tenant shall promptly pay all contractor and LEASE AGREEMENT --------------- materialmen working on the additional amount Premises on his account, so as to minimize the possibility of a lien attaching to any of the Building, including the Premises. Should any such lien be made or filed, Tenant shall notify Landlord immediately and bond against or discharge the same within 14 days after such lien is made or filed.Tenant's Work and other Tenant improvements, additions, alterations or changes to the Premises shall be done in a good and workmanlike manner and done strictly in accordance with the laws and ordinances related thereto and shall comply with the Americans with Disabilities Act and Chapter 553, Florida Statutes, as each may be amended from time to time. Tenant shall require any contractor performing work on the Premises to obtain and maintain, at no expense to Landlord, in addition to worker's compensation insurance, as required by the state of Florida, all risk builder's insurance, naming the Landlord as loss payee, in the amount of the replacement cost of the applicable work (or such other amount reasonably required by Landlord) and commercial general liability insurance on an occurrence basis with a minimum combined single limit of Three-hundred thousand dollars($300,000) and such additional amount other insurance that is required by Landlord. Tenant shall be added further submit the names of all contractors, sub-contractors, and other entities utilized for the work for Landlord's approval prior to commencement of any work. In performing the TI Deposit. If the sum work of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costsany such alterations, additions or changes, Tenant shall reimburse Landlord have the difference between (a) work performed in a manner that will not obstruct the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related access to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit Property of any applicable research and development tax credits with respect other tenant of Landlord. Tenant, if not in default of this Lease, may remove any work made by Tenant pursuant to this section upon the termination of this Lease provided Tenant Improvementsrepairs any damage caused by such removal.

Tenant Improvements. Upon notice from Tenant and Tenant depositing with Lessor $600,000 in cash (Lessor to deposit said money in Landlord’s name in a savings account at Xxxxx Fargo however all interest will accrue to Tenant and be returned to Tenant unless Tenant defaults hereunder), Landlord shall cause at its sole cost and expense demolish all the Core interior improvements (“Landlord Work”) in ½ the building and Shell Contractor return the Premises to shell condition which shell condition shall include, but not be limited to the removal of all HVAC units and patch the roof. The parties shall agree on the definition shell condition prior to execution of this Lease. If the Landlord Work for 415A is not complete within thirity (30) days of Tenant having posted the security deposit for the Tenant Improvements, then Tenant shall be permitted to do the demolition and deduct the cost of the demolition from the Base Rent. Upon Tenant finishing the Tenant Improvements (as defined below), Landlord shall immediately return the cash deposit and all interest to Tenant. Upon notice from Tenant and Tenant depositing with Landlord an additional $600,000 cash to be held in the same manner as the first cash deposit, Landlord shall at its sole cost and expense demolish all the interior improvements in the second half of the building and return the Premises to shell condition as defined above (“Landlord Work”). If the Landlord Work for 415B is not complete within thirity (30) days of Tenant having posted the security deposit for the Tenant Improvements, then Tenant shall be permitted to do the demolition and deduct the cost of the demolition from the Base Rent. Upon Tenant finishing Tenant Improvements in this half of the building, Lessor shall return the cash deposit and all accrued interest to Lessee. This is not a rent or another Contractor designated lease guarantee but is rather a guarantee to replace the improvements being demolished by Landlord at the request of Tenant. The Landlord hereby approves of office, R&D, lab, wet lab, light manufacturing and approved warehouse Tenant Improvements being constructed in the Premises by Tenant. There will be no restriction to the amount of lab space allowed in the facility. All Tenant Improvements are to be designed in a first class code compliant manner, such consent built and paid for by Tenant. Landlord to approve Tenant’s plans, Landlord’s approval shall not to be unreasonably withheld or delayed delayed. Tenant must improve the space to at least an 75% office/lab/r&d buildout. Tenant shall contract with their own general contractor, subject to Landlord’s sole approval (“TI Contractor”Southbay Construction is hereby approved), and together with Core and Shell Contractor, “Contractor”) to commence and thereafter diligently prosecute the construction of the tenant timely pay for all improvements in the Premises pursuant to the Work Letter (the “Premises. Tenant Improvements”); provided, however, that before performing the Tenant Improvements, Landlord shall prepare in good faith an estimated budget for the construction of the commence all Tenant Improvements and deliver such budget within 6 months of turnover of space to Tenant for Tenant’s written approval prior and diligently pursue the start construction. till completion or landlord shall have the option to terminate this lease. Tenant improvements shall include, but not be limited to all drywall, insulation, wall coverings, window coverings, floor coverings, restrooms, HVAC, fire sprinklers distributed (must be semi recessed in dropped ceiling areas), lights, electric, plumbing, doors, plans and permits. All dropped ceilings to be a minimum of construction ten foot in height (the “Budget”12 foot in lobby-lobby may be a gypboard ceiling) with a standard white 2x4 grid with white doublelook ceiling tiles and 3 tube 2x4 drop in flourescent lights with parabolic or prismatic lenses. All doors to be solid core prefinished birch- 9’ in height. All offices and conference rooms to have a minimum of 3’ sidelight glass. Hallways to be a minimum of six feet wide. Carpet to be a minimum of 32 ounces looped pile. Building must be balanced with 100% HVAC distributed (a minimum of 1 ton per every 350 sq. ft.) with either a VAV system or multiple prepackaged gas/electric units (Carrier or Trane). Landlord Tenant to install at least two tiled restroom cores (with a separate mens and Tenant shall work together cooperatively and in good faith to achieve womens room ) at a mutually acceptable Budgetlocation to landlord. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely These building standards are defined here to set a minimum standard of improvements to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required performed by Tenant, to modify the scope of the Tenant Improvements to bring the same in line with a budget reasonably acceptable to Tenant. The Tenant Improvements shall be performed allowed to upgrade any or all of these finishes and Lessor shall not unreasonably withhold their approval. Landlord at Landlord’s sole cost and expense shall immediately paint the Building in a workmanlike manner colors selected by Tenant and shall substantially conform with Applicable Laws and provide Tenant a $25,000 tenant improvement allowance to upgrade the Approved TI Plans (as defined in the Work Letter). Tenant shall pay all TI Costs, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (y) costs resulting from any default by Tenant of its obligations under this Lease, or (z) costs that are recoverable or reasonably recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions entrance to the Budget Building and Tenant may make build a TI Tenant Change Order Request to reduce TI Costs, walkway between this Building and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvements1263 Arques.

Tenant Improvements. Notwithstanding anything contained herein to the contrary, Landlord shall cause contribute up to a maximum amount of $179,005.50, subject to mutually agreed upon plans and specifications related thereto (the Core and Shell Contractor or another Contractor designated by Landlord and approved by Tenant, such consent not to be unreasonably withheld or delayed (“TI Contractor”, and together with Core and Shell Contractor, “Contractor”Allowance) to commence and thereafter diligently prosecute the toward Tenant’s construction and/or installation of the tenant improvements following (i) constructing additional office space in the Premises; (ii) constructing a mezzanine level in the Premises; (iii) installing additional restrooms in the Premises; and (iv) painting the Premises pursuant to the Work Letter (the collectively, “Tenant Improvements”), which such payment shall be made by Landlord to Tenant within thirty (30) days following (i) completion of such Tenant Improvements, (ii) Landlord’s receipt of Tenant’s invoice substantiating the costs related thereto, (iii) Landlord’s receipt of final Lien waivers from all contractors and subcontractors who did work on such Tenant Improvements; providedand (iv) Landlord’s receipt of a copy of the final permit approved by the applicable governing authority to the extent required for such Tenant Improvements. Landlord shall be under no obligation to pay for any alterations or Tenant Improvements to the Premises in excess of the TI Allowance. Further, howeversuch TI Allowance shall only be available for Tenant’s use through March 31, 2008, and Tenant hereby waives any and all rights to any unused portion of the TI Allowance remaining as of April 1, 2008. Tenant Improvements hereunder shall be deemed Alterations for purposes of this Second Amendment, and, therefore, shall be governed by Section 10 of the Lease (except as otherwise expressly set forth herein), and, further, shall be subject to Landlord’s approval of the plans and specifications related thereto, which have been approved by a certified engineer. The parties acknowledge that before performing Landlord’s approval process of such Tenant improvements shall include, but not be limited to, any alterations to the foundation, slab, adjacent structural components, and of the loading of the mezzanine structure, and may account for future modifications to the slab. Notwithstanding anything contained in the Lease or in this Second Amendment to the contrary, in the event that any of the Tenant Improvements causes any damages to the Building or the Premises (whether structural or non-structural), Tenant shall be solely responsible for the costs relative to such damages, including (but not limited to) structural or non-structural damages to the Building and/or Premises, including (without limitation) the foundation, slab, and adjacent structural components, or any costs related thereto, including (but not limited to) replacement of the slab to the nearest slab joint. Upon the expiration or earlier termination of the Lease, Tenant shall remove the Tenant Improvements, and, upon such removal, Tenant shall restore the Premises to the condition as required under the Lease. However, notwithstanding the aforesaid, upon Landlord’s written election, such Tenant Improvements shall revert to Landlord and shall prepare in good faith an estimated budget for remain within the construction Premises upon the expiration or earlier termination of the Lease. If Tenant Improvements and deliver such budget to does not timely remove the Tenant for Tenant’s written approval prior the start of construction (the “Budget”). Landlord and Improvements, then Tenant shall work together cooperatively and in good faith be conclusively presumed to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenanthave, at Landlord’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope of election (i) conveyed the Tenant Improvements to bring the same in line with a budget reasonably acceptable to Tenant. The Tenant Improvements shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans (as defined in the Work Letter). Tenant shall pay all TI Costs, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, compensation or (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of abandoned the Tenant Improvements, and (vi) Landlord may dispose of or store any part thereof in any manner at Tenant’s sole cost, without waiving Landlord’s right to claim from Tenant all expenses arising out of Tenant’s failure to remove the Warm Shell CostsTenant Improvements, and without liability to Tenant or any other person. In Landlord shall have no event shall the TI Allowance duty to be used for: (w) the purchase a bailee of any furniture, personal property or other non-building system equipment, (x) costs resulting from a such Tenant Delay, (y) costs resulting from any default by Tenant of its obligations under this Lease, or (z) costs that are recoverable or reasonably recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors)Improvements. In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI AllowanceIf Landlord elects abandonment, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costsupon demand, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible any expenses incurred for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvementsdisposition.

Tenant Improvements. Landlord Lessee at its sole cost shall cause be responsible for the Core Tenant Improvements including space plans, building plans, and Shell Contractor for all costs of construction including, but not by way of limitation, permit fees for its Tenant Improvements. Office improvements shall be constructed of a quality comparable to the quality existing at 0000 Xxxxxx Xxxxx or another Contractor designated by Landlord otherwise reasonably acceptable to Lessor and approved by Tenantconsist of a minimum of 5,100 square feet on the second floor and 5,100 square feet directly below on the first floor. A minimum of 5,100 square feet of such office improvements shall be completed within twelve (12) months of the Commencement Date, such consent not with the remainder to be unreasonably withheld or delayed completed not later than eighteen (“TI Contractor”, and together with Core and Shell Contractor, “Contractor”18) to commence and thereafter diligently prosecute months from the construction of the tenant improvements in the Premises pursuant to the Work Letter (the “Tenant Improvements”); provided, however, that before performing the Tenant Improvements, Landlord shall prepare in good faith an estimated budget Commencement Date. Lessee’s plans for the construction of the Tenant Improvements (“Lessee’s Plans”) and deliver its general contractor for such budget construction shall be subject to Tenant for Tenantthe Lessor’s written prior approval prior the start of construction (the “Budget”). Landlord and Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely given not later than ten (10) business days after submittal to Lessor, with Lessor’s approval not to be exceededunreasonably withheld, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope of the Tenant Improvements to bring the same in line with a budget reasonably acceptable to Tenant. The Tenant Improvements shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans (as defined in the Work Letter). Tenant shall pay all TI Costs, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project conditioned or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (y) costs resulting from any default by Tenant of its obligations under this Lease, or (z) costs that are recoverable or reasonably recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors)delayed. In the event Lessor disapproves Lessee’s Plans, Lessor shall specify the estimated total TI Costs reasons for such disapproval and Lessee shall have ten (as set forth in the Budget10) exceed the TI Allowance, Tenant business days to revise and re-submit Lessee’s Plans for Lessor’s approval. Lessor shall deposit with Landlord such overage (the “TI Allowance Excess”), respond thereto within five (5) business days and if the revised Lessee’s Plans are again disapproved by Lessor, the foregoing procedure shall be re-instituted until Lessor’s approval is obtained. Lessee warrants that the Tenant Improvements will comply with all Applicable Requirements in effect at the time of receiving the Budget (the “TI Deposit”)such construction. In the event Landlord determines the estimate Lessee shall construct as part of the TI Costs Tenant Improvements, screening of the HVAC units on the roof of the Building in accordance with the requirements of the covenants, conditions and restrictions (“CC&Rs”) applicable to the project of which the Building is a part. Lessee acknowledges that Lessor has notified those individuals responsible for administering the CC&Rs that such screening will be completed in accordance with the attached Schedule 50. Unless Lessee is successful in obtaining such individual’s consent to a deviation from the screening requirements set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excessattached Schedule 50, then Landlord Lessee shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions complete such screening to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless satisfaction of such individuals in accordance with the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvementsattached Schedule 50.

Tenant Improvements. Landlord shall cause Subject to Section 7.1 of the Core and Shell Contractor or another Contractor designated by Landlord and approved by TenantLease, such consent not Tenant has inspected the Premises, found the Premises to be unreasonably withheld or delayed (“TI Contractor”suitable for Tenant’s intended purposes, and together agrees to take the Premises in their existing “AS IS” condition. Tenant shall, with Core and Shell Contractor, reasonable diligence through a contractor selected by Tenant (the “Contractor”) to commence and thereafter diligently prosecute the construction of the tenant improvements in the Premises approved by Landlord pursuant to the Work Letter provisions of this Section 1, construct and install the improvements and fixtures provided for in this Construction Rider — Tenant Improvements (the “Tenant Improvements”). Tenant may elect to appoint an employee of Tenant with reasonable background and experience to act as Contractor hereunder; providedprovided that Tenant shall inform Landlord of any such election and provide reasonable documented evidence of such person’s qualifications as Contractor and Landlord shall have the right to approve such person as Contractor, howeverwhich approval shall not be unreasonably withheld. Notwithstanding the foregoing, that before performing Tenant hereby approves of the following Contractors: (i) J&J Air Conditioning of San Xxxx for HVAC; (ii) Wolf Electric of Santa Xxxxx for data, and (iii) RK electric of Fremont for electrical work. At least ten (10) days prior to the date Tenant enters into any contract for construction of Tenant Improvements, Tenant shall submit to Landlord shall prepare in good faith an estimated budget for Landlord’s prior approval, the construction name of the Tenant Improvements general contractor, and deliver those subcontractors whose work affects the Building structure, the Building systems, or the roof of the Building, and such budget to Tenant for Tenant’s written approval prior the start of construction (the “Budget”). additional information on such contractors as Landlord and Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budgetmay reasonably request. Landlord shall update have the Budget for Tenant’s reasonable right to review and approval at reasonable intervals approve or disapprove each contractor and shall notify subcontractor submitted by Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceededbased upon such contractor’s or subcontractor’s qualifications, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope of the Tenant Improvements to bring the same in line with a budget reasonably acceptable to Tenant. The Tenant Improvements shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans (as defined in the Work Letter). Tenant shall pay all TI Costs, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean including (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot quality of the Premises (the “Initial TI Allowance”)work, together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) constructioncreditworthiness, (iic) the Construction Management Fee (as such term is defined experience in the Work Letter) general construction of tenant improvements, and any Project or construction management fees paid by Tenant in constructing improvements similar to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and (vid) references. Landlord shall have the Warm Shell Costsright to designate any subcontractor whose work affects the structure of the Building, the roof, any life safety systems, and any Building System. In no event The Contractor shall the TI Allowance be used for: carry liability, and completed operations insurance in form and commercially reasonable amounts acceptable to Landlord (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (y) costs resulting from any default by Tenant of its obligations under this Lease, or (z) costs that are recoverable or reasonably recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors“Insurance Requirements”). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant The Contractor shall deposit with deliver Contractor’s insurance certificates to Landlord such overage (the “TI Allowance Excess”), within at least five (5) business days prior to commencing construction of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvements.

Tenant Improvements. Landlord and Tenant hereby agree that Landlord shall cause not be constructing improvements to the Core Expansion Space on Tenant’s behalf. If improvements are desired by Tenant to be constructed in the Expansion Space, (A) Tenant will be responsible for such construction (using contractors) reasonably approved by Landlord), and Shell Contractor or another Contractor designated (B) Tenant will prepare preliminary plans for any such improvements for Landlord’s review and reasonable approval and, once approved, prepare applicable construction documents and specifications for the Expansion Space (the “Expansion Space Documents”) (consistent with such approved preliminary plans) to be approved by Landlord and approved by Tenant, (such consent approval not to be unreasonably withheld withheld, conditioned, or delayed delayed) (“TI Contractor”, and together with Core and Shell Contractorcollectively, “ContractorTenant’s Work”). Landlord will provide Tenant a maximum improvement allowance of Five Hundred Fifty-Six Thousand Three Hundred Twenty- Five and No/100 Dollars ($556,325.00) to commence and thereafter diligently prosecute the construction of the tenant improvements in the Premises pursuant to the Work Letter (the “Tenant ImprovementsImprovement Allowance”); provided. Such Tenant Improvement Allowance is to be applied against all hard and soft constructions costs and such other costs as are reasonably related to Tenant’s use and occupancy of the Expansion Space, howeverwhich costs include, that before performing but are not limited to, costs associated with the Tenant Improvementspreparation and procurement of construction documents and permits, labor, materials, and construction management fees as incurred to construct the Tenant’s Work. Landlord shall prepare in good faith an estimated budget reimburse Tenant (i) with respect to construction costs, on the completion of Tenant’s Work and delivery of a final certificate of occupancy for the construction Expansion Space within twenty (20) days following written demand (and reasonable documentation thereof) for any costs incurred by Tenant to construct the Tenant’s Work, up to the maximum amount of the Tenant Improvements Improvement Allowance, and deliver such budget to Tenant for Tenant’s written approval prior the start of construction (the “Budget”). Landlord and Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope of the Tenant Improvements to bring the same in line with a budget reasonably acceptable to Tenant. The Tenant Improvements shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans (as defined in the Work Letter). Tenant shall pay all TI Costs, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee with respect to other costs, within twenty (as such term is defined in the Work Letter20) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (y) costs resulting from any default by Tenant of its obligations under this Lease, or (z) costs that are recoverable or reasonably recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors)days following written demand. In the event the estimated total TI Costs (as set forth actual cost requested by Tenant and reimbursed by Landlord in accordance with the Budget) exceed preceding sentence is less than the TI Tenant Improvement Allowance, at Tenant’s request, such difference shall be paid by Landlord to Tenant. For clarity, should Tenant elect to not perform any Tenant Work, Tenant shall deposit with provide written notice of such fact to Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event and Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the will pay Tenant an amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related equal to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach Improvement Allowance within thirty (30) days of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit receipt of any applicable research and development tax credits with respect to the Tenant Improvementssuch notice.

Tenant Improvements. Landlord All Tenant Improvements shall cause the Core and Shell Contractor or another Contractor designated by Landlord and approved be performed by Tenant’s contractor, such consent not at Tenant’s sole cost and expense (subject to be unreasonably withheld or delayed (“TI Contractor”, and together Landlord’s obligations with Core and Shell Contractor, “Contractor”) respect to commence and thereafter diligently prosecute the construction any portion of the tenant improvements in the Premises Base TI Allowance and, if properly requested by Tenant pursuant to the terms of the Lease, the Additional TI Allowance) and in accordance with the Approved Plans (as defined below), the Lease and this Work Letter (Letter. To the “Tenant Improvements”); provided, however, extent that before performing the Tenant Improvements, Landlord shall prepare in good faith an estimated budget for the construction total projected cost of the Tenant Improvements and deliver (as projected by Landlord) exceeds the TI Allowance (such budget to Tenant for Tenant’s written approval prior the start of construction (excess, the “BudgetExcess TI Costs”). Landlord and , Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update pay the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope costs of the Tenant Improvements on a pari passu basis with Landlord as such costs become due, in the proportion of Excess TI Costs payable by Tenant to bring the Base TI Allowance (and, if properly requested by Tenant pursuant to the Lease, the Additional TI Allowance) payable by Landlord. If Tenant fails to pay, or is late in paying, any sum due to Landlord under this Work Letter, then Landlord shall have all of the rights and remedies set forth in the Lease for nonpayment of Rent (including the right to interest and the right to assess a late charge), and for purposes of any litigation instituted with regard to such amounts the same in line with a budget reasonably acceptable to Tenantshall be considered Rent. The All material and equipment furnished by Tenant or its contractors as the Tenant Improvements shall be new or “like new;” the Tenant Improvements shall be performed in a first-class, workmanlike manner and shall substantially conform with Applicable Laws manner; and the Approved TI Plans (as defined in quality of the Work Letter)Tenant Improvements shall be of a nature and character not less than the Building Standard. Tenant shall pay all TI Coststake, except that Landlord and shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of its contractors to take, commercially reasonable steps to protect the Premises (during the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses performance of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of including covering or temporarily removing any furniturewindow coverings so as to guard against dust, personal property debris or other non-building system equipment, (x) costs resulting from a Tenant Delay, (y) costs resulting from any default by Tenant of its obligations under this Lease, or (z) costs that are recoverable or reasonably recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvementsdamage.

Tenant Improvements. Unless specified otherwise herein, Tenant shall bear and pay the cost of the Tenant Improvements (which cost shall include, without limitation, the costs of construction as provided for in the Tenant Improvement Contractor’s contract, the cost of permits, and all architectural, design, space planning, and engineering services obtained by Tenant in connection with Tenant Improvements, office improvements, wiring and cabling costs, and cubicle costs; provided that so long as Tenant is not in monetary or material non-monetary default under the Lease with respect to which it has received written notice from Landlord, Landlord shall cause the Core and Shell Contractor or another Contractor designated by Landlord and approved by Tenantcontribute a maximum of $60 per rentable square foot, such consent not to be unreasonably withheld or delayed (“TI Contractor”, and together with Core and Shell Contractor, “Contractor”) to commence and thereafter diligently prosecute the construction for an aggregate maximum of the tenant improvements in the Premises pursuant to the Work Letter $17,400,0004 (the “Tenant ImprovementsImprovement Allowance”), which shall be utilized only for improvements to the Building, and for any related “soft costs,” including but not limited to design fees, consulting fees for audio/visual, cabling, telephone, security and computer systems; mechanical/electrical engineers’ fees; and construction management (the “TI Costs”). The foregoing shall not be read to prevent Tenant from curing the applicable default and then being entitled to the applicable disbursement(s) once the default is cured if such cure is completed within the applicable cure period, if any, expressly set forth in this Work Letter or the Lease. The Tenant Improvement Allowance shall be available to Tenant only until October 31, 2018 (the “TI Allowance Deadline”). Landlord shall have no further obligation to make disbursements of the Tenant Improvement Allowance with respect to requests for disbursements made by Tenant after the TI Allowance Deadline; provided, however, that before performing Landlord will remain obligated to honor requests for disbursement properly made by Tenant prior to the TI Allowance Deadline. There shall be no construction management fee or architectural review fee charged by Landlord in connection with the Tenant Improvements, Landlord shall prepare in good faith an estimated budget for the construction of the Tenant Improvements and deliver . Subject to such budget to Tenant for Tenant’s written approval prior the start of construction (the “Budget”). Landlord and Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope of the Tenant Improvements to bring the same in line with a budget reasonably acceptable to Tenant. The Tenant Improvements shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans (as defined in the Work Letter). Tenant shall pay all TI Costs, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (y) costs resulting from any default by Tenant of its obligations under this Lease, or (z) costs that are recoverable or reasonably recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvements.deadline:

Tenant Improvements. Landlord Lessee at its sole cost shall cause be responsible for the Core Tenant Improvements including space plans, building plans, and Shell Contractor for all costs of construction including, but not by way of limitation, permit fees for its Tenant Improvements. Office improvements shall be constructed of a quality comparable to the quality existing at 0000 Xxxxxx Xxxxx or another Contractor designated by Landlord otherwise reasonably acceptable to Lessor and approved by Tenantconsist of a minimum of 5,100 square feet on the second floor and 5,100 square feet directly below on the first floor. A minimum of 5,100 square feet of such office improvements shall be completed within twelve (12) months of the Commencement Date, such consent not with the remainder to be unreasonably withheld or delayed completed not later than eighteen (“TI Contractor”, and together with Core and Shell Contractor, “Contractor”18) to commence and thereafter diligently prosecute months from the construction of the tenant improvements in the Premises pursuant to the Work Letter (the “Tenant Improvements”); provided, however, that before performing the Tenant Improvements, Landlord shall prepare in good faith an estimated budget Commencement Date. Lessee's plans for the construction of the Tenant Improvements ("Lessee's Plans") and deliver its general contractor for such budget construction shall be subject to Tenant for Tenant’s written the Lessor's prior approval prior the start of construction (the “Budget”). Landlord and Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely given not later than ten (10) business days after submittal to Lessor, with Lessor's approval not to be exceededunreasonably withheld, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope of the Tenant Improvements to bring the same in line with a budget reasonably acceptable to Tenant. The Tenant Improvements shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans (as defined in the Work Letter). Tenant shall pay all TI Costs, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project conditioned or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (y) costs resulting from any default by Tenant of its obligations under this Lease, or (z) costs that are recoverable or reasonably recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors)delayed. In the event Lessor disapproves Lessee's Plans, Lessor shall specify the estimated total TI Costs reasons for such disapproval and Lessee shall have ten (as set forth in the Budget10) exceed the TI Allowance, Tenant business days to revise and re-submit Lessee's Plans for Lessor's approval. Lessor shall deposit with Landlord such overage (the “TI Allowance Excess”), respond thereto within five (5) business days and if the revised Lessee's Plans are again disapproved by Lessor, the foregoing procedure shall be re-instituted until Lessor's approval is obtained. Lessee warrants that the Tenant Improvements will comply with all Applicable Requirements in effect at the time of receiving the Budget (the “TI Deposit”)such construction. In the event Landlord determines the estimate Lessee shall construct as part of the TI Costs Tenant Improvements, screening of the HVAC units on the roof of the Building in accordance with the requirements of the covenants, conditions and restrictions ("CC&Rs") applicable to the project of which the Building is a part. Lessee acknowledges that Lessor has notified those individuals responsible for administering the CC&Rs that such screening will be completed in accordance with the attached Schedule 50. Unless Lessee is successful in obtaining such individual's consent to a deviation from the screening requirements set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excessattached Schedule 50, then Landlord Lessee shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions complete such screening to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless satisfaction of such individuals in accordance with the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvementsattached Schedule 50.

Tenant Improvements. Preliminary plans prepared by Landlord for permanent improvements to the Premises are attached hereto as Exhibit D and by this reference incorporated herein (the “Plans”). The Plans have been approved by each of Landlord and Tenant. The parties acknowledge that the Plans will modify the Premises to accommodate Tenant's intended use. Upon any required approval of the Plans by the City and the issuance of a building permit by the City, Landlord shall cause the Core and Shell Contractor or another Contractor designated by Landlord and approved by Tenant, such consent not to be unreasonably withheld or delayed retain Mxxx Management LLC (“TI Contractor”, and together with Core and Shell Contractor, “Contractor”) to commence and thereafter diligently prosecute which shall be responsible for constructing the construction of improvements as shown on the tenant improvements in the Premises pursuant to the Work Letter Plans (the hereafter called “Tenant Improvements”); provided) for and on behalf of Tenant. Landlord and Tenant have agreed that the estimated costs of such Tenant Improvements is $100,000.00 and shall be paid as follows: $25,000 by Tenant, however, that before performing and $75,000 by Landlord. Upon the commencement of the Tenant ImprovementsImprovement work by Contractor, Tenant shall pay to Landlord said $25,000. Any improvements to the Premises, other than as shown on the Plans (including cost increases to the Tenant Improvements caused due to change orders to the Plans requested by Tenant), and the furnishing of the Premises, shall prepare be made by Tenant at the sole cost and expense of Tenant, subject to all other provisions of this Lease Agreement. If the Tenant Improvements cannot be substantially completed prior to the Commencement Date, then the provisions of Article 9 shall apply. As used in good faith an estimated budget for this Lease Agreement, “substantial completion” of the Tenant Improvements or their being “substantially completed” means (i) Landlord has completed construction of the Tenant Improvements and deliver in accordance with the Plans to such budget an extent that Tenant may occupy the Premises for the purpose of conducting its business operations therein, subject to Tenant for Tenant’s written approval prior the start completion by Landlord of construction normal punch list items (hereafter called the “BudgetPunch List Items”). Landlord ) and Tenant shall work together cooperatively (ii) any required certificate of occupancy/completion or its local equivalent has been issued by the City for the Premises so as to permit the use and in good faith to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope of the Tenant Improvements to bring the same in line with a budget reasonably acceptable to Tenant. The Tenant Improvements shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans (as defined in the Work Letter). Tenant shall pay all TI Costs, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot occupancy of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (y) costs resulting from any default by Tenant of its obligations under this Lease, or (z) costs that are recoverable or reasonably recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvements.

Tenant Improvements. Landlord represents and warrants that the Premises currently conforms with the Base Building Requirements referred to in Exhibit B hereof. Landlord shall cause complete the Core and Shell Contractor or another Contractor designated by common areas of the Building in conformance with Exhibit B hereof. Landlord and approved by Tenant acknowledge that Landlord on behalf of Tenant, such consent not to at Landlord's sole expense, will be unreasonably withheld or delayed (“TI Contractor”, and together with Core and Shell Contractor, “Contractor”) to commence and thereafter diligently prosecute the construction of the tenant improvements in improving the Premises pursuant prior to Tenant's occupancy of it as provided in the Work Letter at Exhibit E hereof (the “"Initial Tenant Improvements”"); provided, however, Tenant shall pay, prior to its occupying the Premises, the cost of all Work beyond that before performing called for in the plans and specifications attached to Exhibit E, which is occasioned by the change orders requested by Tenant Improvements, Landlord in writing. Tenant shall prepare in good faith an estimated budget pay for the construction of the extra tenant improvements shown as Extras 1 through 4 on Exhibit F attached hereto. All Initial Tenant Improvements shall comply with the provisions of Article VIII hereof. Tenant shall have access to the Premises upon the execution of this Lease for the purposes of constructing any additional Tenant improvements and deliver such budget not less than 30 days prior to completion of Landlord-constructed Tenant Improvements for Tenant’s written approval prior the start installation of construction (the “Budget”)data and communications equipment, cabling, and security system, and furniture. Landlord and Tenant shall work together cooperatively and in good faith will use its best efforts to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope of complete the Tenant Improvements to bring the same in line with a budget reasonably acceptable to Tenant. The Tenant Improvements shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans (constructed by Landlord as defined in the Work Letter). Tenant shall pay all TI Costsshown on Exhibit E hereof not later than April 30, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and (vi) the Warm Shell Costs2001. In no the event shall such deadline is missed, the TI Allowance be used for: (w) Commencement Date of this Lease, the purchase dates for payment of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (y) costs resulting from any default by Tenant of its obligations Rent under this Lease, or (z) costs that are recoverable or reasonably recoverable by Tenant from and the Term of this Lease shall be extended on a third party (e.g., insurers, warrantors, or tortfeasors)day-for-day basis through the date of completion. In Notwithstanding anything in this Lease to the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowancecontrary, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions make any structural changes to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI DepositBuilding. For example, Tenant shall promptly pay not make any holes in any concrete floors or exterior walls or the additional amount roof of the building or interfere in any way with any supporting beams in the Building. LANDLORD MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A SPECIFIC PURPOSE IN CONNECTION WITH THE INITIAL TENANT IMPROVEMENTS. Landlord hereby assigns all warranties, if any, supplied by the contractor(s) which construct the Initial Tenant Improvements to Tenant until the end of the Term whereupon all such warranties shall automatically be deemed reassigned back to Landlord, and Landlord covenants and agrees to cooperate with Tenant during the Term in the enforcement in such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvementswarranties.

Tenant Improvements. Landlord Construction of any future alterations or replacements of the improvements on the Premises shall cause be performed in accordance with and subject to the Core conditions hereinafter set forth, which Tenant covenants to observe and Shell Contractor perform. County is providing the Premises to Tenant in an "as is'' condition. Subject to County's approval and consent, Tenant may install or another Contractor designated construct any tenant improvements at its own and sole expense as may be necessary to fit said Premises for delivery of the Services and related uses. Preliminary design documents, construction drawings, and specifications for any proposed interior tenant improvements shall be prepared by Landlord a licensed California architect/contractor at the sole expense of the Tenant. Prior to the construction or installation of any improvements, Tenant shall submit all preliminary and approved final design documents, construction drawings, and specifications for review and approval by Tenantthe Los Angeles County Department of Public Works ("DPW"). The County shall endeavor to provide its approval or disapproval to Tenant in writing within 30 days of the receipt of all final design documents, such consent construction drawings, and specifications. Failure by the County to provide written approval within 30 days shall be deemed approval. Tenant shall modify the final design documents, construction drawings, and specifications to conform to review comments by County. Comments shall not to be unreasonably withheld or delayed (“TI Contractor”delayed. All work, construction and materials shall be shown in final working drawings and specifications. All circuit breakers, fire sprinklers, and together with Core and Shell Contractor, “Contractor”) to commence and thereafter diligently prosecute the construction of the tenant improvements in the Premises pursuant to the Work Letter (the “Tenant Improvements”); provided, however, that before performing the Tenant Improvements, Landlord shall prepare in good faith an estimated budget for the construction of the Tenant Improvements and deliver such budget to Tenant for Tenant’s written approval prior the start of construction (the “Budget”). Landlord and Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope of the Tenant Improvements to bring the same in line with a budget reasonably acceptable to Tenant. The Tenant Improvements plumbing shut off valves shall be performed in a workmanlike manner labeled as to areas controlled both on the drawings and shall substantially conform with Applicable Laws on the breaker panels and the Approved TI Plans (as defined in the Work Letter)valves. Tenant shall pay all TI Costs, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (y) costs resulting from any default by Tenant of its obligations under this Lease, or (z) costs that are recoverable or reasonably recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI AllowanceUpon completion, Tenant shall deposit furnish the County with Landlord such overage (the “TI Allowance Excess”)one complete set of reproducible as- built drawings in electronic format including locations of all underground utility lines and their depths. The Premises shall meet all applicable Federal, within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI CostsState, and unless the TI Costs are reduced to be within the Budget local building codes, regulations, and previously paid TI Depositordinances required for beneficial occupancy. At Tenant's sole cost and expense, Tenant shall promptly pay the additional amount to Landlordobtain all necessary permits and jurisdictional approvals for any work, construction, and such additional amount occupancy from DPW. All construction undertaken shall be added to in conformance with the TI Deposit. If the sum provisions of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant ImprovementsArticle 21 hereof.

Tenant Improvements. Landlord shall cause Lessor agrees to provide Lessee with a tenant improvement allowance (the Core and Shell Contractor or another Contractor designated by Landlord and approved by Tenant, such consent not "Allowance") of $7.00 per rentable square foot to be unreasonably withheld or delayed applied to the cost of constructing tenant improvements (“TI Contractor”the "Tenant Improvements") during the first year of the renewal term of this Lease. Any unused portion of the Allowance may be applied as a credit toward Tenant's rent. All costs of the Tenant Improvements that exceed the Allowance shall be the responsibility of Lessee and shall be paid directly to Lessor within thirty (30) days after completion of such Tenant Improvements. Any such amounts payable by Lessee which are not paid within thirty (30) days after the due date will have interest added to the unpaid principal balance at the rate of one and one-half percent (1 1/2%) per month until payment, including any added interest, is received in full by Lessor. Any such Tenant Improvements shall be constructed by contractors and together subcontractors approved in writing by Lessor and in accordance with Core plans and Shell Contractor, “Contractor”) specifications to commence be provided by Lessee and thereafter diligently prosecute the to be approved in writing by Lessor prior to commencement of construction of such Tenant Improvements. Notwithstanding the tenant improvements in foregoing, only one-half (1/2) of the Premises pursuant to cost of constructing a new demising wall (exclusive of wall finishes) on the Work Letter seventh (7th) floor of the Building (the “Tenant Improvements”"New Demising Wall"); provided, however, that before performing the Tenant Improvements, Landlord shall prepare in good faith an estimated budget for the construction as a part of the Tenant Improvements and deliver such budget to Tenant for Tenant’s written approval prior in connection with the start reduction in the number of construction (the “Budget”). Landlord and Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope rentable square feet of the Tenant Improvements to bring the same leased premises as described in line with a budget reasonably acceptable to Tenant. The Tenant Improvements Paragraph 3 hereinabove, shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and paid from the Approved TI Plans (as defined in the Work Letter). Tenant shall pay all TI Costs, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot other one-half of the Premises cost of constructing the New Demising Wall (exclusive of wall finishes) shall be paid by Lessor. The cost of wall finishes on the New Demising Wall shall be borne solely by Lessee. Lessor shall, at Lessor's sole cost and expense, remodel the restrooms located on the eighth (8th) floor of the Building in a manner consistent with the remodeling of the other restrooms located within the common areas of the Building (the “Initial TI Allowance”"Lessor Improvements"), together with (b) the Additional Allowance. The “TI Costs” Lessor Improvements shall mean all Tenant Core and Shell Costs (not be included as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections a part of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (y) costs resulting from any default by Tenant of its obligations under this Lease, or (z) costs that are recoverable or reasonably recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate portion of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not Allowance shall be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions applied to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless cost of constructing the TI Costs are reduced to be within Lessor Improvements. The Lessor at its sole expense shall replace the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum existing sign in front of the TI Allowance plus Building that identifies the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum Lessee as a tenant of the TI Allowance Building with new identification of similar size containing the name of Lessee and its business logo. Lessee shall provide Lessor with all necessary artwork and shall have the TI Deposit. However, Landlord shall be solely responsible right to approve the final drawings for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvementssuch sign.

Tenant Improvements. Landlord The plans (“Plans”) for the Tenant Improvements will be prepared by OKB as architect who is hereby approved by Sublessor (“Architect”). The Architect will be employed and paid by Sublessee pursuant to a written contract between Sublessee and such Architect. The Plans shall be produced on CAD. Sublessee shall be obligated to cause the Core Plans to comply in all material respects with all applicable laws, ordinances, directives, rules, regulations, and Shell Contractor other requirements imposed by any and all governmental authorities having or another Contractor designated asserting jurisdiction over the Premises. Sublessor shall review the Plans and either approve or reasonably disapprove or reasonably condition its approval of them, in writing, within five (5) business days after Sublessor’s receipt of the same (or five (5) business days after receipt of Landlord’s approval or disapproval of the Plans if required under the Master Lease). Should Sublessor reasonably disapprove or reasonably condition its approval of them, Sublessor shall specify in reasonable detail any corrective measures required to obtain Sublessor’s approval. Sublessee shall make any necessary modifications and resubmit the Plans to Sublessor for approval or reasonable disapproval or reasonable conditioning of its approval following receipt of Sublessor’s reasonable disapproval or reasonable conditioning of its approval of them. The approval by Landlord and Sublessor of the Plans shall not: (a) imply Sublessor’s approval of the quality of design or fitness of any material or device used; (b) imply that the Plans are in compliance with any codes or other requirements of governmental authority; or (c) impose any liability on Sublessor to Sublessee or any third party. Once the Plans have been approved by TenantSublessor, such consent and if required, by Landlord, Sublessee shall not make any material modifications to the Plans without Sublessor’s and Landlord’s prior written approval, which approval will not be unreasonably withheld, conditioned or delayed. Sublessor will not charge Sublessee a supervision or construction management fee in connection with the Tenant Improvements, provided, however, Sublessee shall be solely responsible for any supervision or construction management fee or other charge payable to Landlord under the Master Lease in connection with the Tenant Improvements. In addition, notwithstanding the foregoing, if the Architect is not OKB, Sublessee shall reimburse Sublessor for Sublessor’s reasonable and actual out-of-pocket costs and expenses incurred in connection with Sublessor’s review of plans and drawings related to the Tenant Improvements, in addition to reimbursing Landlord, as required under the Master Lease, for Landlord’s reasonable and actual out-of-pocket costs and expenses incurred in connection with Landlord’s review of plans and drawings for the Tenant Improvements as provided in the Master Lease. The Tenant Improvements shall be constructed by a contractor selected by Sublessee who is approved in writing by Sublessor (not to be unreasonably withheld withheld, conditioned, or delayed delayed), and Landlord (“TI General Contractor”). In addition, Sublessee’s other consultants, subcontractors, laborer’s, materialmen and suppliers shall be subject to Landlord’s (to the extent required by the Master Lease) and Sublessor’s prior written approval (if such subcontractor would work on any Building system or if the cost of such subcontractor’s work equals or exceeds $10,000), which approval shall not be unreasonably withheld, conditioned or delayed, provided that (i) Sublessee shall engage MDC Engineers (Jacob Chan) to perform all mechanical, engineering and plumbing engineering work, whose fees will be competitive with other comparable qualified MEP engineers, and together with Core and Shell Contractor, “Contractor”(ii) Sublessee shall engage Xxxxxx-Xxxxxxx Corporation (Xxxxxx Xxxx) to commence perform all cabling work. Sublessee’s General Contractor and thereafter diligently prosecute all other subcontractors, laborers, materialmen and suppliers shall comply with the construction Master Lease, including Section 29.38 and any insurance requirements set forth therein. A copy of the tenant improvements in General Contractor’s work schedule and all building or other governmental permits required for the Premises pursuant Tenant Improvements shall be delivered to the Work Letter (the “Tenant Improvements”); provided, however, that Sublessor before performing commencement of the Tenant Improvements, Landlord . Sublessor shall prepare in good faith an estimated budget for the construction of the Tenant Improvements and deliver such budget to Tenant for Tenantcooperate as reasonably necessary so that Sublessee’s written approval prior the start of construction (the “Budget”). Landlord and Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope of General Contractor may cause the Tenant Improvements to bring the same in line be completed promptly and with a budget reasonably acceptable to Tenantdue diligence. The Tenant Improvements shall be performed in a workmanlike manner conformance with the approved Plans and shall substantially conform be done in a good and workmanlike manner. All work shall be done in compliance with Applicable Laws and the Approved TI Plans (as defined in the Work Letter). Tenant shall pay all TI Costs, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot other applicable provisions of the Premises Master Lease (and only after obtaining all necessary Landlord approvals, as required by the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work LetterMaster Lease) and with all costs applicable laws, ordinances, directives, rules, regulations, and expenses other requirements of performing any governmental authorities having or asserting jurisdiction over the TI WorkSublet Premises. Before the commencement of any work by Sublessee, including without limitation Sublessee shall furnish to Sublessor and Landlord certificates evidencing the hard existence of builder’s risk, commercial general liability, and soft costs of (i) construction, (ii) workers’ compensation insurance complying with the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) requirements of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, Master Lease. Any damage to any part of the Attached Property (Building that occurs as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections a result of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (y) costs resulting from any default by Tenant of its obligations under this Lease, or (z) costs that are recoverable or reasonably recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount Improvements shall be added to promptly repaired by Sublessee. Sublessee shall also ensure compliance with the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvements.following requirements concerning construction:

Tenant Improvements. Landlord Tenant shall cause the Core construct, furnish or install all improvements, equipment or fixtures, that are necessary for Tenant’s use and Shell Contractor or another Contractor designated by Landlord and approved by Tenant, such consent not to be unreasonably withheld or delayed (“TI Contractor”, and together with Core and Shell Contractor, “Contractor”) to commence and thereafter diligently prosecute the construction occupancy of the tenant improvements in entirety of the Leased Premises pursuant to the Work Letter (collectively, the “Tenant Improvements”); provided, however, that before performing the . Tenant Improvements, Landlord shall prepare in good faith an estimated budget for the complete construction of the Tenant Improvements for the entirety of the Leased Premises. Tenant shall also be responsible for the cost of any alterations to the Building required as a result of the Tenant Improvements (but only if required as a result of the Tenant Improvements and deliver such budget to not if they would have been required notwithstanding the Tenant for Improvements). Tenant will engage a consultant reasonably approved by Landlord (who may be employed by Tenant’s written approval prior Contractor or Architect) to manage the start design and construction of construction the Tenant Improvements (the “BudgetTenant Improvement Project Manager”). Landlord and hereby approves Xxx Xxxxxx, Tenant’s employee in charge of facilities, as the Tenant Improvement Project Manager. Tenant shall work together cooperatively cause all drawings and in good faith to achieve a mutually acceptable Budget. Landlord shall update the Budget specifications for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope of the Tenant Improvements to bring be prepared by an architect selected by Tenant and reasonably approved by Landlord (“Tenant Improvement Architect”) and to be constructed by a general contractor licensed in California, selected by Tenant, and reasonably approved by Landlord (“Tenant Improvement Contractor”). Landlord’s prior written consent, which shall not be unreasonably withheld, shall be required if Tenant desires to change its Tenant Improvement Architect, Tenant Improvement Contractor or Tenant Improvement Project Manager. Landlord approves of any and/or all of the same in line with following as a budget reasonably acceptable Tenant Improvement Architect: DES, DGA and/or Gensler; and Landlord approves of any and/or all of the following as a Tenant Improvement Contractor: Landmark Builders, and/or South Bay Construction. Tenant shall furnish to Landlord a copy of the executed contracts between Tenant and Tenant Improvement Architect, and Tenant and Tenant Improvement Contractor, covering all of Tenant’s obligations under this Work Letter. The Tenant Improvements shall be in conformity with drawings and specifications submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed, and shall be performed in a workmanlike manner and shall substantially conform accordance with Applicable Laws and the Approved TI Plans (as defined in the Work Letter). following provisions: Tenant Improvement Space Plans: Tenant shall pay all TI Costs, except that prepare and submit to Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of the Premises its approval Tenant Improvement space plans (the “Initial TI AllowanceTenant Improvement Space Plans”). Within five (5) business days after receipt of Tenant’s drawings Landlord shall return one set of prints thereof with Landlord’s approval and/or suggested modifications noted thereon. Landlord shall not object to improvements that are consistent with the space plan attached hereto as Exhibit B-1 and the description of improvements attached hereto as Exhibit B-2. If Landlord has approved Tenant’s drawings subject to modifications, together with (b) the Additional Allowance. The “TI Costs” such modifications shall mean all Tenant Core be deemed to be acceptable to and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid approved by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (y) costs resulting from any default by Tenant of its obligations under this Lease, or (z) costs that are recoverable or reasonably recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, unless Tenant shall deposit with prepare and resubmit revised drawings for further consideration by Landlord. If Landlord such overage (the “TI Allowance Excess”), has suggested modifications without approving Tenant’s drawings Tenant shall prepare and resubmit revised drawings within five (5) business days of receiving (subject to the Budget (the “TI Deposit”). In the event Landlord determines the estimate availability of the TI Costs set forth in Tenant Improvement Architect) for consideration by Landlord. All revised drawings shall be submitted, with changes highlighted, to Landlord within five (5) business days following Landlord’s return to Tenant of the Budget underestimates drawings originally submitted (subject to the amount availability of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance ExcessTenant Improvement Architect), then and Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be approve or disapprove such revised drawings within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum five (5) business days following receipt of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Depositsame. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach provided with a copy of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, preliminary floor plan and associated CAD files as a condition to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvementsreceiving reimbursement.

Tenant Improvements. 57. Landlord shall cause provide Tenant with a tenant improvement allowance equal to $____________________ which was calculated by multiplying the Core square footage on the twelfth floor by $6.50 and Shell Contractor the square footage on the seventh floor by $16.50. Tenant shall be entitled to allocate the tenant improvement allowance no in excess of the $_____________ to either floor. Landlord shall fund the tenant improvement allowance pursuant to Exhibit C until Tenant has completed the tenant improvements or another Contractor designated Landlord has exhausted the funds it is obligated to provide pursuant to this Article 57. Said Tenant Improvement allowance shall only be utilized for tenant improvements, furniture, fixtures and equipment, governmental permits and fees, and all architectural design expenses such as programming, space planning and construction drawings, including any mechanical engineering expense. Any additional Tenant Improvement expense shall be paid for by Tenant prior to commencement of construction. Landlord and Tenant shall approve final plans and Tenant Improvement expenses prior to commencement of the construction by the approved by Tenantcontractor(s). Tenant shall have the right to competitively bid the Tenant Improvement work, such consent and select the contractor, subcontractors and be responsible for the Tenant Improvement work. Landlord shall have the right to approve the contractor(s), subcontractor(s) and the final construction contracts, which approval shall not to be unreasonably withheld or delayed (“TI Contractor”, delayed. If the Landlord is responsible for construction management and together with Core and Shell Contractor, “Contractor”) to commence and thereafter diligently prosecute the construction completion of the tenant improvements in the Premises pursuant to the Work Letter (the “Tenant Improvements”); provided, however, that before performing the Tenant Improvements, Landlord shall prepare in good faith receive an estimated budget administrative fee for the construction Landlord's actual costs not to exceed $.50/RSF. Any unused portion of the Tenant Improvements and deliver such budget to Tenant for Tenant’s written approval prior the start of construction (the “Budget”). Landlord and Tenant Improvement allowance shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope of the Tenant Improvements to bring the same in line with a budget reasonably acceptable to Tenant. The Tenant Improvements shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans (as defined in the Work Letter). Tenant shall pay all TI Costs, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (y) costs resulting from any default by Tenant of its obligations under this Lease, or (z) costs that are recoverable or reasonably recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvementscredited against Base Rent.

Tenant Improvements. Landlord shall cause Tenant hereby agrees to accept the Core Premises on the Early Occupancy Date as suitable for Tenant's intended use and Shell Contractor or another Contractor designated as then being in good operating order, condition and repair, in its then "AS IS" condition, except for the performance by Landlord and approved by Tenant, such consent not to be unreasonably withheld or delayed (“TI Contractor”, and together with Core and Shell Contractor, “Contractor”) to commence and thereafter diligently prosecute the construction of the tenant improvements Landlord Work in accordance with the Premises pursuant to the Work Letter (the “provisions of Section 2.2 hereof. Tenant Improvements”); provided, however, that before performing the Tenant Improvements, Landlord shall prepare in good faith an estimated budget for the construction of install and construct the Tenant Improvements and deliver such budget to Tenant for Tenant’s written approval prior the start of construction (the “Budget”). Landlord and Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope of the Tenant Improvements to bring the same in line with a budget reasonably acceptable to Tenant. The Tenant Improvements shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans (as defined in the Work Letter). Tenant shall pay all TI Costs, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in Exhibit B hereto) in accordance with the Work Letter) terms, conditions, criteria and provisions set forth in Exhibit B. Landlord and Tenant hereby agree to and shall be bound by the terms, conditions and provisions of Exhibit B. Tenant acknowledges and agrees that neither Landlord nor any Project of Landlord's agents, representatives or construction management fees paid by Tenant employees has made any representations as to an unaffiliated third party (such fees not to exceed three percent (3%) the suitability, fitness or condition of the TI Allowance)Premises for the conduct of Tenant's business or for any other purpose, (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, including without limitation, any of storage incidental thereto. Any exception to the Attached Property foregoing provisions must be made by express written agreement by both parties. Notwithstanding anything to the contrary contained herein, Tenant shall allow Landlord to, concurrently with Tenant (as defined in Section 18.5if Tenant so desires, otherwise separately), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections after the expiration or earlier termination of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (y) costs resulting from any default by Tenant of its obligations under this Lease, individually, make a claim against Tenant's general contractor, namely TRI-COM Refrigeration, Inc. (the "Tenant's General Contractor") for any patent or (z) costs that are recoverable latent defects in the initial design or reasonably recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). In construction of the event upgrade of the estimated total TI Costs (fire protection system to .495 per 2,000 square feet in the south 93,400 square feet of the Building as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days Section 1 of receiving the Budget (the “TI Deposit”)Exhibit B hereto. In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions addition to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. Howeverforegoing, Landlord shall be solely responsible for entitled to enforce, concurrently with Tenant, or after the expiration or earlier termination of this Lease, individually, any costs related warranties made or given to Tenant from the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord Tenant's General Contractor and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits major subcontractors with respect to the Tenant Improvements. Landlord shall be a third party beneficiary of Tenant's construction agreements, and accordingly, Tenant hereby agrees to include a provision in Tenant's construction contracts to effectuate same.