Common use of Tenant Improvements Clause in Contracts

Tenant Improvements. Tenant shall obtain Landlord's written consent prior to performing any alteration, addition or improvement on or to the Premises; provided, however, that Landlord's consent shall not be required where the contemplated work (i) does not include any alteration of the structural components of the Premises, and (ii) will not cost more than Two Hundred Fifty Thousand Dollars ($250,000.00) to complete. In the event Landlord's consent is required, such consent shall not be unreasonably withheld, conditioned or delayed. In all events, Tenant shall provide to Landlord a written description of any alterations (other than alterations involving expenditure of less than $10,000). All alterations, additions and improvements shall be constructed in a good and workmanlike manner by licensed contractors and in compliance with all applicable laws, regulations, CC&R's, zoning ordinances and building codes. Except as provided immediately below, all alterations, additions and improvements constructed in or on the Premises by Tenant shall remain on the Premises without compensation of any kind to Tenant upon expiration of the Term. Tenant shall not be required to remove any of the alterations, additions or improvements made to the Premises during the Term except only those alterations, additions or improvements requiring Landlord's consent, to the extent Landlord conditioned its consent upon removal of the subject alteration, addition or improvement by Tenant at the expiration of the Term. With respect to such alterations, additions or improvements only, Tenant upon the written request of Landlord, shall upon the expiration of the Term, remove such alteration, addition or improvement at its cost and restore the Premises to its condition prior to such alteration, addition or improvement. Tenant shall maintain insurance as required by Section 11.2 covering any improvements, alterations or additions to the Premises made by Tenant under the provisions of this Section 8.1, it being understood and agreed that none of such improvements shall be insured by Landlord.

Tenant Improvements. Tenant Landlord shall obtain Landlord's written consent prior to performing any alterationconstruct and, addition or improvement on or except as provided below to the Premises; providedcontrary, however, pay for the entire cost of constructing the tenant improvements (“Tenant Improvements”) described by the plans and specifications identified in Schedule “1” attached hereto (the “Plans”) including all shown Alternates with exception of Alternate #9. Tenant may request changes to the Plans provided that Landlord's consent (a) the changes shall not be required where of a lesser quality than Landlord’s standard specifications for tenant improvements for the contemplated work Building, as the same may be changed from time to time by Landlord (ithe “Standards”); (b) does the changes conform to applicable governmental regulations and necessary governmental permits and approvals can be secured; (c) the changes do not include require building service beyond the levels normally provided to other tenants in the Building; (d) the changes do not have any alteration adverse affect on the structural integrity or systems of the structural components Building; (e) the changes will not, in Landlord’s opinion, unreasonably delay construction of the Premises, Tenant Improvements; and (iif) will not cost more than Two Hundred Fifty Thousand Dollars ($250,000.00) Landlord has determined in its sole discretion that the changes are of a nature and quality consistent with the overall objectives of Landlord for the Building. If Landlord approves a change requested by Tenant, then, as a condition to complete. In the event effectiveness of Landlord's consent is required, such consent shall not be unreasonably withheld, conditioned or delayed. In all events’s approval, Tenant shall provide pay to Landlord a written description of upon demand by Landlord the increased cost attributable to such change, as reasonably determined by Landlord. To the extent any alterations (other than alterations involving expenditure of less than $10,000). All alterations, additions and improvements shall be constructed such change results in a good and workmanlike manner by licensed contractors and in compliance with all applicable lawsdelay of completion of construction of the Tenant Improvements, regulations, CC&R's, zoning ordinances and building codes. Except as provided immediately below, all alterations, additions and improvements constructed in or on the Premises then such delay shall constitute a delay caused by Tenant shall remain on the Premises without compensation of any kind to Tenant upon expiration of the Term. Tenant shall not be required to remove any of the alterations, additions or improvements made to the Premises during the Term except only those alterations, additions or improvements requiring Landlord's consent, to the extent Landlord conditioned its consent upon removal of the subject alteration, addition or improvement by Tenant at the expiration of the Term. With respect to such alterations, additions or improvements only, Tenant upon the written request of Landlord, shall upon the expiration of the Term, remove such alteration, addition or improvement at its cost and restore the Premises to its condition prior to such alteration, addition or improvement. Tenant shall maintain insurance as required by Section 11.2 covering any improvements, alterations or additions to the Premises made by Tenant under the provisions of this Section 8.1, it being understood and agreed that none of such improvements shall be insured by Landlorddescribed below.

Tenant Improvements. Tenant Lessee shall obtain Landlord's written consent prior to performing any alteration, addition or improvement on or accept the Premises in "as-is" condition and Lessee may make such alterations and modifications to the Premises; provided, however, that Landlord's consent shall not be required where the contemplated work (i) does not include any alteration of the structural components Premises as it requires for its initial occupancy of the Premises, provided that Lessor may provide that the Premises be returned to their original configuration to the extent that Lessee makes changes to the building exterior, windows or structural systems in performing said initial work. Landlord shall give Lessee notice six (6) months before the lease expiration of any such requirement by Lessor. For any and all improvements constructed after the first six (ii6) will not cost more than Two Hundred Fifty Thousand Dollars ($250,000.00) months following Lessee's occupancy of the Premises, Lessor shall have the right to completerequire that such later changes must also be returned to original condition by Lessee. In the event Landlord's consent is requiredcase of such later improvements, Lessee shall submit plans depicting such consent shall not work to Lessor at least ten (10) days prior to the proposed commencement date of the work. Prior to the commencement of any such work Lessor will confirm with Lessee whether Lessor requires the area affected by said work to be unreasonably withheld, conditioned or delayedrestored to original condition. In all eventsno event will Lessee be permitted to perform work which will result in the floor area of the Premises being increased without the prior written consent of Lessor, Tenant shall provide which consent may be withheld at Lessor's sole discretion. In connection with approved subleases or assignments for a portion of the Premises pursuant to Landlord a written description Paragraph 12 of any alterations (other than alterations involving expenditure of less than $10,000). All alterationsthe Lease, additions Lessee may subdivide the space and improvements shall be constructed in a good build out separate distinct suites with their own ingress and workmanlike manner by licensed contractors and egress to the common areas in compliance with all applicable laws, regulations, CC&R's, zoning ordinances city codes and building codes. Except as provided immediately below, all alterations, additions and improvements constructed in or on the Premises by Tenant shall remain on the Premises without compensation of any kind expressly subject to Tenant upon expiration Lessor's prior written approval of the Termplans for such improvements. Tenant shall not be required to remove any of the alterations, additions or improvements made All alterations and modifications to the Premises during are conditioned upon Lessee's acquiring a permit to do so from the Term except only those alterationsappropriate governmental agencies, additions or improvements requiring Landlord's consent, the furnishing of a copy thereof to the extent Landlord conditioned its consent upon removal Lessor prior to commencement of the subject alteration, addition or improvement by Tenant at work and the expiration compliance of the Term. With respect to such alterations, additions or improvements only, Tenant upon the written request Lessee with all conditions of Landlord, shall upon the expiration of the Term, remove such alteration, addition or improvement at its cost said permits in a prompt and restore the Premises to its condition prior to such alteration, addition or improvement. Tenant shall maintain insurance as required by Section 11.2 covering any improvements, alterations or additions to the Premises made by Tenant under the provisions of this Section 8.1, it being understood and agreed that none of such improvements shall be insured by Landlordexpeditious manner.

Tenant Improvements. Landlord shall provide Tenant an allowance of $124,915 in consideration of Tenant’s cost of repainting and recarpeting the Leased Premises, construction of five additional offices, phone/data cabling, relocation expenses, adding add an auxiliary HVAC unit to serve voice and/or data equipment room. Tenant Improvement allowance shall be paid by Landlord within thirty (30) days of Tenant’s written request which shall include copies of paid invoices and notarized lien waivers from vendors performing work for Tenant. Tenant shall obtain Landlord's written consent prior not make or allow to performing be made any alteration, addition alterations or improvement on physical additions in or to the PremisesLeased Premises without first obtaining the written consent of Landlord, which consent may in the sole and absolute discretion of Landlord be denied. Any alterations, physical additions or improvements to the Leased Premises made by Tenant shall at once become the property of Landlord and shall be surrendered to Landlord upon the termination of this Lease; provided, however, that Landlord's consent shall not be required where the contemplated work (i) does not include any alteration of the structural components of the Premises, and (ii) will not cost more than Two Hundred Fifty Thousand Dollars ($250,000.00) to complete. In the event Landlord's consent is requiredat its option, such consent shall not be unreasonably withheld, conditioned or delayed. In all events, may require Tenant shall provide to Landlord a written description of any alterations (other than alterations involving expenditure of less than $10,000). All alterations, additions and improvements shall be constructed in a good and workmanlike manner by licensed contractors and in compliance with all applicable laws, regulations, CC&R's, zoning ordinances and building codes. Except as provided immediately below, all alterations, additions and improvements constructed in or on the Premises by Tenant shall remain on the Premises without compensation of any kind to Tenant upon expiration of the Term. Tenant shall not be required to remove any of physical additions other than the alterations, additions or improvements made five offices and the auxiliary HVAC unit serving voice and/or data room and/or repair any alterations in order to restore the Leased Premises to the Premises during condition existing at the Term except only those alterationstime Tenant took possession, additions all costs of removal and/or alterations to be borne by Tenant. This clause shall not apply to moveable equipment or improvements requiring Landlord's consentfurniture owned by Tenant, to the extent Landlord conditioned its consent upon removal of the subject alteration, addition or improvement which may be removed by Tenant at the expiration end of the Term. With respect Term if Tenant is not then in default and if such equipment and furniture are not then subject to such alterationsany other rights, additions or improvements only, Tenant upon the written request liens and interest of Landlord, shall upon the expiration of the Term, remove such alteration, addition or improvement at its cost and restore the Premises to its condition prior to such alteration, addition or improvement. Tenant shall maintain insurance as required by Section 11.2 covering any improvements, alterations or additions to the Premises made by Tenant under the provisions of this Section 8.1, it being understood and agreed that none of such improvements shall be insured by Landlord.

Tenant Improvements. The “Tenant Improvements” shall obtain Landlord's written consent prior mean the interior walls, partitions, doors, door hardware, wall coverings, wall base, counters, lighting fixtures, electrical and telephone wiring (from the point of general supply to performing any alteration, addition or improvement all tenants on or to the Premises; provided, however, that Landlord's consent shall not be required where the contemplated work (i) does not include any alteration floor of the structural components Building upon which the Premises is located), voice and data cabling and wiring for phones and computers, metering (if applicable) and outlets, ceiling grid and tiles, floor and window coverings, HVAC system (from the point of general supply to all tenants on the floor of the PremisesBuilding upon which the Premises is located, and (ii) will not cost more than Two Hundred Fifty Thousand Dollars ($250,000.00) to complete. In as well as supplemental HVAC on the event roof of the Building or other location approved by Landlord's consent is required, such consent shall approval not to be unreasonably withheld, conditioned or delayed), furniture, additional plumbing for the Premises, and other items of general applicability that Tenant desires to be installed in the interior of the Premises. In all events, Tenant shall provide promptly commence and diligently prosecute to Landlord a written description of any alterations (full completion Tenant’s Work in accordance with the Drawings. The parties agree that no demolition work or other than alterations involving expenditure of less than $10,000). All alterations, additions and improvements Tenant’s Work shall be constructed in a good and workmanlike manner by licensed contractors and in compliance with all applicable laws, regulations, CC&R's, zoning ordinances and building codes. Except as provided immediately below, all alterations, additions and improvements constructed in or commenced on the Premises by until such time as Tenant shall remain has provided to Landlord copies of the demolition and building permits required to be obtained from all applicable governmental authorities and all other conditions precedent have been fully satisfied. All materials, work, installations, equipment and decorations of any nature whatsoever brought on or installed in the Premises without compensation of any kind to Tenant upon expiration before the commencement of the Term. Tenant shall not be required to remove any of the alterations, additions Term or improvements made to the Premises during the Term except only those alterationsshall be at Tenant’s risk, additions and neither Landlord nor any party acting on Landlord’s behalf shall be responsible for any damage thereto or improvements requiring Landlord's consentloss or destruction thereof due to any reason or cause whatsoever, to the extent Landlord conditioned its consent upon removal of the subject alteration, addition or improvement excluding by Tenant at the expiration of the Term. With respect to such alterations, additions or improvements only, Tenant upon the written request reason of Landlord, shall upon the expiration of the Term, remove such alteration, addition ’s gross negligence or improvement at its cost and restore the Premises to its condition prior to such alteration, addition willful or improvement. Tenant shall maintain insurance as required by Section 11.2 covering any improvements, alterations or additions to the Premises made by Tenant under the provisions of this Section 8.1, it being understood and agreed that none of such improvements shall be insured by Landlordcriminal misconduct.

Tenant Improvements. Landlord shall construct certain improvements in the Second Additional Premises, the Third Additional Premises and the Existing Premises (the “Tenant Improvements”) in accordance with the attached Work Letter. In addition, Landlord shall deliver vacant, broom-clean possession of the Second Additional Premises with the following systems serving such premises in good working order, and as of the Third Additional Premises Commencement Date, the following systems serving such premises shall be in good working order: (i) electrical and lighting; (ii) fire protection systems; and (iii) fixtures, plumbing, roof and HVAC. Notwithstanding anything to the contrary in this Amendment, Tenant’s acceptance of the Second Additional Premises and the Third Additional Premises shall not be deemed a waiver of Tenant’s right to have defects in the foregoing repaired at no cost to Tenant as more particularly described in the next sentence. Tenant shall obtain Landlord's notify Landlord of such defects in writing within twelve (12) months after the applicable Commencement Date for such premises, and in each case, Landlord shall promptly commence repair of all such defects upon written consent prior to performing any alterationnotice from Tenant, addition or improvement on or to the Premises; provided, however, that Landlord's consent Landlord shall have no obligation to correct defects not reported to Landlord in writing within the applicable time period set forth above; provided further that the foregoing is not intended to and shall not be required where deemed as a limitation of Landlord’s on-going repair and maintenance obligation under the contemplated work (i) does not include any alteration Lease as amended hereby. Notwithstanding anything in the Lease to the contrary, provided the same are generally in keeping with Building standards and are consistent with Tenant’s permitted use or the interior improvements of the structural components of the PremisesExisting Premises and Suite 150, and (ii) will not cost more than Two Hundred Fifty Thousand Dollars ($250,000.00) to complete. In the event Landlord's consent is required, such consent shall not be unreasonably withheld, conditioned or delayed. In all events, Tenant shall provide to Landlord a written description of any alterations (other than alterations involving expenditure of less than $10,000). All alterations, additions and improvements shall be constructed in a good and workmanlike manner by licensed contractors and in compliance with all applicable laws, regulations, CC&R's, zoning ordinances and building codes. Except as provided immediately below, all alterations, additions and improvements constructed in or on the Premises by Tenant shall remain on the Premises without compensation of any kind to Tenant upon expiration of the Term. Tenant shall not be required to remove any of the alterations, additions or improvements made to the Premises during the Term except only those alterations, additions or improvements requiring Landlord's consent, to the extent Landlord conditioned its consent upon removal of the subject alteration, addition or improvement by Tenant Improvements at the expiration or sooner termination of the Term. With respect to such alterationsLease, additions or improvements only, Tenant upon the written request of Landlord, shall upon the expiration of the Term, remove such alteration, addition or improvement at its cost and restore the Premises to its condition prior to such alteration, addition or improvement. Tenant shall maintain insurance as required by Section 11.2 covering any improvements, alterations or additions to the Premises made by Tenant under the provisions of this Section 8.1, it being understood and agreed that none of such improvements shall be insured by Landlordamended hereby.

Tenant Improvements. Landlord shall complete the tenant improvements, if any, described on Exhibit “E” (the “Tenant Improvements”). The term “Substantially Completed” or any grammatical variation thereof, when used in this Lease, shall mean that the Tenant Improvements have been completed with the exception of punch list items which can be fully completed subsequent to the Commencement Date without material interference with Tenant’s activities. Tenant’s taking possession of the Premises shall be conclusive evidence of Tenant’s receipt of the Premises and of the Tenant Improvements being Substantially Completed and in good and satisfactory order, condition and repair. Tenant shall obtain have thirty (30) days from the Delivery Date to submit to Landlord's written consent prior , its punch list and Landlord shall, thereafter, use diligent efforts to performing any alteration, addition or improvement on or perform such work as may be necessary to complete same in an expeditious manner. Except with respect to the Premises; providedinitial Tenant Improvements, howeverLandlord shall have the right to include, that Landlord's consent as a cost of any work performed on behalf of Tenant, or at the request of Tenant, a construction management fee on all Tenant Improvements (the “Construction Management Fee”). Such fee shall not be required where the contemplated work exceed five percent (i5%) does not include any alteration of the structural components total cost of the Premises, and (ii) will not cost more than Two Hundred Fifty Thousand Dollars ($250,000.00) to completeTenant Improvements. In the event Landlord's consent is required, such consent shall not be unreasonably withheld, conditioned or delayed. In all events, Tenant shall provide to Landlord a written description of any alterations (other than alterations involving expenditure of less than $10,000). All alterations, additions and improvements shall be constructed in a good accordance with plans and workmanlike manner specifications prepared by duly licensed contractors and design professionals selected or approved by Landlord, in compliance with all the building code and other applicable laws, regulations, CC&R's, zoning ordinances and building codeslaw. Except as provided immediately below, all alterations, additions and improvements constructed in or on the Premises by Tenant shall remain on the Premises without compensation of any kind to Tenant upon expiration of the Term. Tenant Landlord shall not be required subject to remove any liability for failure to give possession of the alterations, additions or improvements made to the Premises during the Term except only those alterations, additions or improvements requiring Landlord's consent, to the extent Landlord conditioned its consent upon removal of the subject alteration, addition or improvement by Tenant at the expiration of the Term. With respect to such alterations, additions or improvements only, Tenant upon the written request of Landlord, shall upon the expiration of the Term, remove such alteration, addition or improvement at its cost and restore the Premises to its condition prior Tenant or to such alteration, addition cause the Tenant Improvements to be Substantially Completed on or improvement. Tenant shall maintain insurance as required by Section 11.2 covering any improvements, alterations or additions to the Premises made by Tenant under the provisions of this Section 8.1, it being understood and agreed that none of such improvements shall be insured by Landlorda specific date.

Tenant Improvements. 14. The Tenant shall obtain Landlord's may place additions or improvements (“Tenant Improvements”) on the Site provided that the Tenant first obtains written consent prior permission from the Landlord to performing any alteration, addition or improvement on or do so. No Tenant Improvements to the Premises; providedSite – including, howeverby way of example, that and not intended to be all inclusive: park model trailers, cabin and cottage style dwellings, bunk houses, Arizona rooms, covered decks, carports, oversized and additional sheds, gazebos, and the like – are to be of a permanent nature and must be capable of removal with a minimum amount of effort. All landscaping improvements whatsoever, including placement of soil, grass, gravel fill, decorative rock, shrubs, trees and the like, shall become the Landlord's consent ’s property upon placement of the same on the Site and shall not be required where removed by the contemplated work (i) does not include any alteration of Tenant unless directed to do so by the structural components of the Premises, and (ii) will not cost more than Two Hundred Fifty Thousand Dollars ($250,000.00) to complete. In the event Landlord's consent is required, such consent shall not be unreasonably withheld, conditioned or delayed. In all events, Tenant shall provide to Landlord a written description of any alterations (other than alterations involving expenditure of less than $10,000). All alterations, additions and improvements Tenant Improvements placed by the Tenant shall be constructed in a good and workmanlike manner by licensed contractors and in compliance shall be safe for use, and free of danger, to all parties visiting the Site. Such improvements shall comply with all applicable laws, regulationsbylaws and regulations governing them. The Tenant assumes all risk, CC&R'sliability, zoning ordinances and building codescost arising directly or indirectly as a result of the Tenant Improvements including underground line locating or damage thereto. Except as provided immediately belowWhere the Tenant is in breach of these obligations, all alterations, additions and improvements constructed in or on the Premises by Tenant shall remain on the Premises without compensation of any kind to Tenant pay, upon expiration of the Term. Tenant shall not be required to remove any of the alterations, additions or improvements made to the Premises during the Term except only those alterations, additions or improvements requiring Landlord's consentdemand, to the extent Landlord conditioned its consent upon removal for costs incurred by the Landlord remedying the Tenant’s breach of the subject alteration, addition or improvement by their obligations referred to in this paragraph 14. The Tenant at the expiration of the Term. With respect agrees such charge to such alterations, additions or improvements only, Tenant upon the written request of Landlord, shall upon the expiration of the Term, remove such alteration, addition or improvement at its cost be reasonable and restore the Premises to its condition prior to such alteration, addition or improvement. Tenant shall maintain insurance as required by Section 11.2 covering any improvements, alterations or additions to the Premises made by Tenant under the provisions of this Section 8.1, it being understood and agreed that none of such improvements shall be insured by Landlordnot a penalty.

Tenant Improvements. Tenant shall obtain Landlord's written consent prior to performing any No alteration, addition addition, improvement or improvement on refinishing of or to the PremisesProject nor any installation or use of any air conditioning unit, security system, boiler, furnace, or any other similar apparatus having in any case aforesaid a material adverse affect upon the structural elements of the Building and/or the Building's plumbing, HVAC, electrical, life safety, security/card access and/or other primary Building systems shall be made by Tenant without the prior written consent of Landlord, which consent shall not be unreasonably withheld, delayed or conditioned; provided, however, this shall not prevent Tenant from installing or having installed its furniture and fixtures or vending machines. It shall not be unreasonable for Landlord to require that any and all such alterations, additions, improvements and/or refinishing be performed by Landlord's affiliate as the General Contractor and in this regard the terms and conditions set forth in SECTION 1.10 hereof with respect to the Tenant Improvement Work so far as reasonably practicable, including specifically, but not limited to, the obligation of Landlord's affiliate to obtain not less than 3 competitive bids and the provisions thereof with respect to the fee of Landlord's affiliate) (and in addition thereto Landlord's affiliate must be capable of performing any such work in a timely manner) shall apply; provided at the time of seeking Landlord's consent, Tenant shall obtain from Landlord Landlord's decision as to whether the proposed alteration, addition, improvement or refinishing (other than trade fixtures and personal property of Tenant) shall be required by Landlord to be removed by Tenant or whether such alteration, addition, improvement or refinishing may remain upon the expiration or other sooner termination of this Lease. If Landlord conditions its approval upon the removal of the alteration, addition, improvement or refinishing as aforesaid, the Tenant shall, upon Landlord's request at or about the termination of the Lease, remove same, at Tenant's cost. In all events, the cost of any such work shall include a reasonable amount to provide Landlord with a complete set of "as built" drawings in CADD format and on a diskette readable by Landlord (including architectural, structural, mechanical, electrical, plumbing and fire protection, where applicable) of any such material alterations, additions or improvements made to the Project, and a wiring schematic for all voice and data cabling. Tenant's furniture, furnishings, trade fixtures, moveable equipment and other like property shall not be deemed to be improvements to the Project and may be removed and/or replaced by Tenant at any time during the Lease Term. Notwithstanding the foregoing, Landlord's consent shall not be required where the contemplated work for, and Tenant shall not be required to use Landlord (or any affiliate of Landlord) as a General Contractor with respect to, (i) does not include any alteration the installation or removal of the structural components of the PremisesTenant's furniture, and fixtures or equipment or (ii) will not cost more than Two Hundred Fifty Thousand Dollars ($250,000.00) to completeany decorating or redecorating, including, without limitation, painting, wallpapering, carpeting or tiling. In the event addition, Tenant shall not be required to use Landlord (or any affiliate of Landlord) (but shall be required to obtain Landlord's consent is requiredprior consent, such consent which shall not be unreasonably withheld, conditioned or delayed) in connection with the moving from time-to-time of non-structural interior walls and doors, providing such movements do not affect in excess of five percent (5%) of the non-structural interior walls and doors then in the Leased Premises. In Anything herein to the contrary notwithstanding, all events, voice and data cabling installed by Tenant shall provide to Landlord a written description of any alterations or for its account at anytime during the Lease Term (other than alterations involving expenditure of less than $10,000). All alterations, additions and improvements including that installed during the initial Tenant Improvement Work) shall be constructed in a good removed and workmanlike manner by licensed contractors and in compliance with all applicable laws, regulations, CC&R's, zoning ordinances and building codes. Except as provided immediately below, all alterations, additions and improvements constructed in or on the Premises by Tenant ceiling shall remain on the Premises without compensation of any kind to Tenant upon expiration of the Term. Tenant shall not be required to remove any of the alterations, additions or improvements made to the Premises during the Term except only those alterations, additions or improvements requiring Landlord's consent, to the extent Landlord conditioned its consent upon removal of the subject alteration, addition or improvement restored by Tenant at the expiration of the Term. With respect to such alterationsthis Lease, additions or improvements only, Tenant upon the written request of Landlord, shall upon the expiration of the Term, remove such alteration, addition or improvement at its cost and restore the Premises to its condition prior to such alteration, addition or improvement. Tenant shall maintain insurance as required by Section 11.2 covering any improvements, alterations or additions to the Premises made by Tenant under the provisions of this Section 8.1, it being understood and agreed that none of such improvements shall be insured by LandlordTenant's cost.

Tenant Improvements. Tenant shall obtain Landlord's written consent prior Lessee is not entitled to performing any alteration, addition alterations or improvement on or improvements to the Expansion Premises by Lessor, or any allowance or reimbursement in connection with any work performed by Lessee therein, except that Lessor agrees, at its sole cost and expense, to (a) build an approximately 500 square foot warehouse office in the Expansion Premises in a specific size, location, manner and condition mutually agreed upon by Lessor and Lessee, (b) remove the current warehouse office next to the loading dock doors in the Expansion Premises; provided, however(c) remove the existing racks in the Expansion Premises, that Landlord's consent shall (d) perform the Ramp Removal, (e)complete the technology requirement as described on Exhibit A and (f) cause the Expansion Premises to be professionally cleaned and all portions thereof delivered to Lessee in good repair and operating condition (collectively, the “Tenant Improvements”). In addition to the Tenant Improvements, Lessor agrees to perform the following work, at Lessor’s sole cost and expense, not be required where later than 30 days after the contemplated work Expansion Premises Commencement Date: (i) does not include any alteration of cause heater and air conditioning equipment and systems to be repaired such that the structural components of the Premisessame are in good working order, and (ii) will not cost more than Two Hundred Fifty Thousand Dollars repair dock doors ($250,000.00) to complete. In collectively, the event Landlord's consent is required, such consent shall not be unreasonably withheld, conditioned or delayed. In all events, Tenant shall provide to Landlord a written description of any alterations (other than alterations involving expenditure of less than $10,000“Remaining Work”). All alterations, additions and improvements shall be constructed in a good and workmanlike manner by licensed contractors and in compliance with all applicable laws, regulations, CC&R's, zoning ordinances and building codes. Except as provided immediately below, all alterations, additions and improvements constructed in or on the Premises by Tenant shall remain on the Premises without compensation Within five days after Lessor delivers possession of any kind to Tenant upon expiration of the Term. Tenant shall not be required to remove any of the alterations, additions or improvements made to the Premises during the Term except only those alterations, additions or improvements requiring Landlord's consent, to the extent Landlord conditioned its consent upon removal of the subject alteration, addition or improvement by Tenant at the expiration of the Term. With respect to such alterations, additions or improvements only, Tenant upon the written request of Landlord, shall upon the expiration of the Term, remove such alteration, addition or improvement at its cost and restore the Premises to its condition prior to Lessee with the Tenant Improvements completed, and again within five days after Lessor completes the Remaining Work and notifies Lessee of such alterationcompletion, addition or improvement. Tenant Lessor and Lessee shall maintain insurance as required by Section 11.2 covering conduct a joint walk through of the Expansion Premises and identify any improvements, alterations or additions items not completed to the Premises made by Tenant under reasonable satisfaction of Lessee (“Punch List Items”). Lessor shall be responsible for the provisions of this Section 8.1, it being understood correction and agreed that none completion of such improvements Punch List Items at Lessor’s cost, which shall be insured by Landlordperformed within 30 days after each applicable walk through.

Tenant Improvements. Tenant shall obtain Landlord's written consent prior Pursuant to performing any alterationArticle VII, addition or improvement on or to the Premises; provided, however, that Landlord's consent shall not be required where the contemplated work (i) does not include any alteration Section 3 of the structural components Lease, Tenant has the right to construct a clean room upon the leased premises and other related improvements approved by Landlord (the "Tenant Improvements"). Landlord has agreed to provide Tenant with an improvement allowance (the "Tenant Improvement Allowance") in an amount not to exceed Six Hundred and Forty Thousand and no/100 ($640,000.00) Dollars (the "Maximum Tenant Improvement Allowance") for the construction of the Premisesclean room and other related items approved by Landlord. Within forty-five (45) days (the "Determination Date") from the execution of this Lease, Tenant will provide Landlord with the proposed budget (the "Budget") and the actual Tenant Improvement Allowance (iithe "Actual Tenant Improvement Allowance") it will not cost more than Two Hundred Fifty Thousand Dollars ($250,000.00) to completerequire for the Tenant Improvements. In the event Landlord's consent is required, such consent shall not be unreasonably withheld, conditioned or delayed. In all eventsthe Actual Tenant Improvement Allowance exceeds the Maximum Tenant Improvement Allowance, Tenant shall provide be solely liable for such excess amounts. Upon Landlord's receipt of the Budget and Actual Tenant Improvement Allowance, Landlord and Tenant will enter into to an amendment to the Lease to replace this Addendum to Lease and to reflect the amount of the improvement rent (the "Improvement Rent") which shall be paid by Tenant to Landlord a written description of any alterations (other than alterations involving expenditure of less than $10,000). All alterations, additions and improvements shall be constructed in a good and workmanlike manner by licensed contractors and in compliance with all applicable laws, regulations, CC&R's, zoning ordinances and building codes. Except as provided immediately below, all alterations, additions and improvements constructed in or on the Premises by Tenant shall remain on the Premises without compensation of any kind to Tenant upon expiration of the Term. Tenant shall not be required to remove any of the alterations, additions or improvements made to the Premises during the Term except only those alterations, additions or improvements requiring Landlord's consent, to the extent Landlord conditioned its consent upon removal of the subject alteration, addition or improvement by Tenant at Lease and the expiration of the Termother terms and conditions in this Addendum to Lease. With respect to such alterations, additions or improvements only, Tenant upon the written request of Landlord, shall upon the expiration of the Term, remove such alteration, addition or improvement at its cost and restore the Premises to its condition prior to such alteration, addition or improvement. Tenant shall maintain insurance as required by Section 11.2 covering any improvements, alterations or additions to the Premises made by Tenant under the provisions of this Section 8.1, it being understood and agreed that none of such improvements The Improvement Rent shall be insured by Landlord.determined as follows:

Tenant Improvements. Tenant shall obtain Landlord's written consent prior not make or allow to performing be made any alterationalterations, addition physical additions or improvement on improvements in or to the PremisesPremises without first obtaining the written consent of Landlord, which consent may in the sole and absolute discretion of Landlord be denied. Landlord’s failure to respond in writing to Tenant’s request for any alterations, physical additions or improvements within fifteen (15) days of receipt thereof shall be deemed Landlord’s disapproval of such request. Any alterations, physical additions or improvements to the Premises made by or installed by either party hereto shall remain upon and be surrendered with the Premises and become the property of Landlord upon the expiration or earlier termination of this Lease without credit to Tenant; provided, however, that Landlord's consent , at its option, may require Tenant to remove any physical improvements or additions and/or repair any alterations in order to restore the Premises to the condition existing at the time Tenant took possession, all costs of removal and/or alterations to be home by Tenant. This clause shall not apply to moveable equipment, furniture or moveable trade fixtures owned by Tenant, which may be required where removed by Tenant at the contemplated work (i) does not include any alteration end of the structural components Term if Tenant is not then in default and if such equipment and furniture are not then subject to any other rights, liens and interests of Landlord. Tenant shall have no authority or power, express or implied, to create or cause any mechanic’s or materialman’s lien, charge or encumbrance of any kind against the Premises, and (ii) will not cost more than Two Hundred Fifty Thousand Dollars ($250,000.00) to completethe Property or any portion thereof. In the event Landlord's consent is required, such consent shall not be unreasonably withheld, conditioned or delayed. In all events, Tenant shall provide to Landlord a written description promptly cause any such liens that have arisen by reason of any alterations work claimed to have been undertaken by or through Tenant to be released by payment, bonding or otherwise within ten (other than alterations involving expenditure 10) days after Tenant first has notice thereof, and shall indemnify and defend Landlord against liability or loss arising out of less than $10,000any such claim (including, without limitation, legal fees and court costs). All alterations, additions Landlord specifically approves the installation of carpeting and improvements shall be constructed in a good and workmanlike manner by licensed contractors and in compliance with all applicable laws, regulations, CC&R's, zoning ordinances and building codes. Except as provided immediately below, all alterations, additions and improvements constructed in or on the painting of walls within the Premises by Tenant shall remain on the Premises without compensation of any kind to Tenant upon expiration of the Term. Tenant at Tenant’s expense, which alterations shall not be required to remove be removed by Tenant upon any termination of the alterations, additions or improvements made to the Premises during the Term except only those alterations, additions or improvements requiring Landlord's consent, to the extent Landlord conditioned its consent upon removal of the subject alteration, addition or improvement by Tenant at the expiration of the Lease Term. With respect to such alterations, additions or improvements only, Tenant upon the written request of Landlord, shall upon the expiration of the Term, remove such alteration, addition or improvement at its cost and restore the Premises to its condition prior to such alteration, addition or improvement. Tenant shall maintain insurance as required by Section 11.2 covering any improvements, alterations or additions to the Premises made by Tenant under the provisions of this Section 8.1, it being understood and agreed that none of such improvements shall be insured by Landlord.

Tenant Improvements. Landlord shall deliver the expansion space to Tenant in an “As-Is” condition upon execution of this Lease Amendment, except as noted in this Section 6. All basic utilities to Expansion Space (electric, gas and water to interior) shall be taken out of Landlord name and Tenant shall establish all services needed starting on May 15, 2006. Landlord shall warranty the good operating condition of the HVAC, electrical, and plumbing systems to Expansion Space for the first ninety (90) days from December 1, 2006, except malfunctions due to Tenant TI work, which will then be Tenant’s responsibility for repair. The roof system for Expansion space shall be warrantied by Landlord through the first substantial rain period after December 1, 2006. Tenant shall be allowed to perform Tenant Improvements as listed in Exhibit 3 – Tenant Improvement List. Tenant shall obtain Landlord's written consent prior to performing any alteration, addition or improvement on or to all necessary permits and licenses from the Premises; provided, however, that Landlord's consent shall not be required where the contemplated work (i) does not include any alteration of the structural components of the PremisesCity for said improvements, and (ii) will not cost more than Two Hundred Fifty Thousand Dollars ($250,000.00) shall hire a licensed and insured contractor to completeperform all tenant improvement work. In the event Tenant agrees to provide Landlord with copies of all permits obtained for all improvements, as well as “As-Built” plans, contracts and specifications, for Landlord's consent is required, such consent shall not be unreasonably withheld, conditioned or delayed. In all events, Tenant shall provide to Landlord a written description of any alterations (other than alterations involving expenditure of less than $10,000). All alterations, additions and improvements shall be constructed in a good and workmanlike manner by licensed contractors and in compliance with all applicable laws, regulations, CC&R's, zoning ordinances and building codes. Except as provided immediately below, all alterations, additions and improvements constructed in or on the Premises by Tenant shall remain on the Premises without compensation of any kind to Tenant upon expiration of the Term’s files. Tenant shall not be required to remove any of the alterations, additions or improvements made to the Premises during the Term except only those alterations, additions or improvements requiring Landlord's consent, to the extent Landlord conditioned its consent upon removal of the subject alteration, addition or improvement by Tenant at the expiration of the Term. With respect to such alterations, additions or improvements only, Tenant upon the written request of Landlord, shall upon the expiration of the Term, remove such alteration, addition or improvement at its cost and restore the Premises Expansion Space provided that Landlord has consented in writing to its condition prior to such alteration, addition or improvement. Tenant shall maintain insurance as required by Section 11.2 covering any improvements, alterations or additions to the Premises made by Tenant under the provisions of this Section 8.1, it being understood and agreed that none of all such improvements shall lo be insured made in Expansion Space, and/or in Original Space / Premises already leased by Landlord.Tenant. Initial Here: 3 Initial Here:

Tenant Improvements. Tenant agrees and acknowledges that Landlord shall obtain provide each of the Expansion Spaces in its "as-is" condition with existing paint and carpet, except that Landlord shall provide the HVAC, electrical, plumbing and roof systems for each of the Expansion Spaces in good working condition as of the commencement date for each of the Expansion Spaces. Tenant may, at its own cost, construct any interior improvements or alterations within the Expansion Spaces, subject to Landlord's prior written consent prior to performing any alterationapproval, addition or improvement on or to the Premises; provided, however, that Landlord's consent shall not be required where the contemplated work (i) does not include any alteration of the structural components of the Premises, and (ii) will not cost more than Two Hundred Fifty Thousand Dollars ($250,000.00) to complete. In the event Landlord's consent is required, such consent which shall not be unreasonably withheld. Notwithstanding the foregoing, conditioned or delayed. In all events, Tenant Landlord shall provide to Landlord a written description the following "Expansion Spaces Tenant Improvement Allowance" in connection with the construction of any such approved interior improvements or alterations in the Expansion Spaces (other than alterations involving expenditure the "Expansion Spaces Tenant Improvements"), on the terms and conditions set forth below. The Expansion Spaces Tenant Improvement Allowance shall be used only for the costs and expenses incurred in connection with materials, construction and installation of less than $10,000the standard interior improvements within the Expansion Spaces (the "Expansion Spaces Tenant Improvement Costs"). All alterations, additions and improvements None of the Expansion Spaces Tenant Improvement Allowance shall be constructed in a good and workmanlike manner by licensed contractors and in compliance with all applicable lawsused for specialized improvements, regulationscabling, CC&R's, zoning ordinances and building codes. Except as provided immediately below, all alterations, additions and improvements constructed in equipment or on the Premises by Tenant shall remain on the Premises without compensation of any kind to Tenant upon expiration of the Termtrade fixtures. Tenant shall not be required submit written requests to remove any Landlord for disbursement out of the alterations, additions Expansion Spaces Tenant Improvement Allowance. Such requests shall be accompanied by invoices or improvements made other evidence reasonably satisfactory to Landlord showing that the Premises during the Term except only those alterations, additions or improvements requiring Landlord's consent, to the extent Landlord conditioned its consent upon removal expenses are part of the subject alteration, addition or improvement by Expansion Spaces Tenant at the expiration of the Term. With respect to such alterations, additions or improvements only, Tenant upon the written request of Landlord, shall upon the expiration of the Term, remove such alteration, addition or improvement at its cost and restore the Premises to its condition prior to such alteration, addition or improvement. Tenant shall maintain insurance as required by Section 11.2 covering any improvements, alterations or additions to the Premises made by Tenant under the provisions of this Section 8.1, it being understood and agreed that none of such improvements shall be insured by LandlordImprovement Costs.

Tenant Improvements. Tenant (A) Subject to paragraph 3(B) below, Landlord agrees to construct the New Expansion Space, on a turn-key basis (i.e., solely at Landlord’s cost and expense, except for the cost of electrical distribution from the electrical panel to be installed by Landlord, and except for the costs of the Additional Work, as that term is defined below), and using Building-Standard materials, in accordance with the Space Plan (the “Landlord’s Work”), which such Landlord’s Work shall obtain Landlord's written consent prior to performing any alteration, addition or improvement on or include electrical requirements to the Premises; provided, however, that Landlord's consent shall not be required where the contemplated work (i) does not include any alteration panel of the structural components New Expansion Space, with the Tenant being solely responsible, at Tenant’s cost and expense, for all electrical requirements from the panel to Tenant’s equipment. The construction of the Premises, and (ii) will not cost more than Two Hundred Fifty Thousand Dollars ($250,000.00) to complete. In the event Landlord's consent is required, such consent shall not be unreasonably withheld, conditioned or delayed. In all events, Tenant shall provide to Landlord a written description of any alterations (other than alterations involving expenditure of less than $10,000). All alterations, additions and improvements ’s Work shall be constructed performed in a good and workmanlike manner by licensed contractors in accordance with the Space Plan and in compliance with all applicable laws, regulationsIn the event Tenant requests, CC&R'sand Landlord approves of, zoning ordinances any changes or modifications that require work over and building codesabove the scope of the approved Space Plan, (the “Additional Work”), the costs thereof shall be Tenant’s sole responsibility. Except as provided immediately belowLandlord agrees not to unreasonably withhold, all alterations, additions and improvements constructed in delay or on the Premises by Tenant shall remain on the Premises without compensation condition its approval of any kind to Tenant upon expiration of the Termsuch changes or modifications. Tenant shall not be required pay any such costs, together with a fee equal to remove any eight percent (8%) of the alterationssame, additions or improvements made to within thirty (30) days after Tenant’s receipt of invoices therefor from Landlord, If payment is not received by Landlord within such time, Tenant shall pay interest thereon at the Premises during rate set forth in the Term except only those alterations, additions or improvements requiring Landlord's consent, to Original Lease. The Effective Date shall be the extent Landlord conditioned its consent upon removal date of “Substantial Completion” of the subject alteration, addition or improvement by Tenant at the expiration of the TermNew Expansion Space. With respect to such alterations, additions or improvements only, Tenant upon the written request of Landlord, shall upon the expiration of the Term, remove such alteration, addition or improvement at its cost and restore the Premises to its condition prior to such alteration, addition or improvement. Tenant shall maintain insurance as required by Section 11.2 covering any improvements, alterations or additions to the Premises made by Tenant under the provisions of this Section 8.1, it being understood and agreed that none of such improvements shall be insured by Landlord.“

Tenant Improvements. Landlord agrees to provide a Tenant Improvement Allowance of $360,000 for the plans, permits and construction of approximately 9,000 square feet of Tenant improvements ("Improvements"). The final plan for these Tenant Improvements must be approved by Landlord (which approval shall not be unreasonably withheld or delayed). Upon final approval of such plans and specifications for the Improvements by Landlord and Tenant, Landlord shall cause the same to be constructed in accordance with such agreed-to plans and specifications and all applicable laws. Tenant shall obtain Landlord's written consent prior have the right to performing approve the final cost of constructing the Improvements, and if Tenant fails to approve same the parties shall mutually agree to engage in value engineering and otherwise cooperate with one another so that the final cost of constructing the Improvements is acceptable to Tenant. Tenant shall not be liable for the payment of any alterationsuch costs of construction that it does not approve in writing. Upon completion of the construction of the Improvements, addition Landlord shall assign to Tenant on a non-exclusive basis (it being agreed that Landlord shall retain the right to itself pursue all such warranties) all contractors', subcontractors' and manufacturers' warranties in connection with the construction of the Improvements. If the cost of constructing the Improvements: (i) exceeds $360,000, Landlord shall pay the excess cost ("Excess") and in such event the monthly Base Rent shall be increased by the monthly amount needed to fully amortize the Excess over the Lease Term (at an interest rate of 10% per annum) in equal monthly installments (each such installment to include both principal and interest); or improvement on or (ii) is less than $360,000, the difference shall be credited to Base Rent due hereunder over the Premisesinitial Term of this Lease in equal monthly amounts; provided, however, that Landlord's consent in no event shall such credit reduce Base Rent to an amount less than $0.27 per square foot of area in the Premises per month. Landlord shall not be required where the contemplated work (i) does not include any alteration of the structural components of the Premisesentitled to charge a construction management fee, but it is acknowledged that its general contractor will charge a contractor's fee in an amount approved by Landlord and (ii) will not cost more than Two Hundred Fifty Thousand Dollars ($250,000.00) to complete. In the event Landlord's consent is required, such consent shall not be unreasonably withheld, conditioned or delayed. In all events, Tenant shall provide to Landlord a written description of any alterations (other than alterations involving expenditure of less than $10,000). All alterations, additions and improvements shall be constructed in a good and workmanlike manner by licensed contractors and in compliance with all applicable laws, regulations, CC&R's, zoning ordinances and building codes. Except as provided immediately below, all alterations, additions and improvements constructed in or on the Premises by Tenant shall remain on the Premises without compensation of any kind to Tenant upon expiration of the Term. Tenant shall not be required to remove any of the alterations, additions or improvements made to the Premises during the Term except only those alterations, additions or improvements requiring Landlord's consent, to the extent Landlord conditioned its consent upon removal of the subject alteration, addition or improvement by Tenant at the expiration of the Term. With respect to such alterations, additions or improvements only, Tenant upon the written request of Landlord, shall upon the expiration of the Term, remove such alteration, addition or improvement at its cost and restore the Premises to its condition prior to such alteration, addition or improvement. Tenant shall maintain insurance as required by Section 11.2 covering any improvements, alterations or additions to the Premises made by Tenant under the provisions of this Section 8.1, it being understood and agreed that none of such improvements shall be insured by LandlordTenant.

Tenant Improvements. Upon execution of this Lease by Tenant and the delivery thereof to Landlord, Landlord shall obtain Landlord's written consent prior to performing any alteration, addition or improvement on or make improvements to the Premises; providedPremises ("Tenant Improvements") in accordance with Plans and Specifications to be prepared by Landlord and approved in writing by Tenant, however, that Landlord's consent shall not be required where the contemplated work (i) does not include any alteration of the structural components of the Premises, and (ii) will not cost more than Two Hundred Fifty Thousand Dollars ($250,000.00) to complete. In the event Landlord's consent is required, such consent which approval shall not be unreasonably withheld. Once the Plans and Specifications are acceptable to both parties, conditioned it is agreed that same shall be attached hereto and become a part of this Lease, being identified as Schedule B. All materials shall be building-standard materials unless otherwise specified in Schedule B. Except as otherwise specifically provided in this Lease, Landlord shall not be responsible for performing or delayedpaying for the moving or installation of telephone and computer systems, wiring or cabling, or the acquisition, moving or installation of Tenant's furnishings, fixtures and equipment in the Premises. In all events, Landlord agrees to bear the cost of the Tenant shall provide Improvements in an amount not to exceed Four Dollars and Fifty Cents ($4.50) per square foot of the Rental Area of the Premises ("Tenant Allowance"). Tenant covenants and agrees to pay to Landlord a all costs and expenses incurred by Landlord in performing the Tenant Improvements in excess of the Tenant Allowance and to make such payment within thirty (30) days after receipt of an invoice for same from Landlord. Any excess of the Tenant Allowance over the total cost of constructing the Tenant Improvements shall belong solely to Landlord. Any other initial improvements to the Premises not shown on the Plans and Specifications or any special equipment installed in the Premises on behalf of Tenant (i.e. UPS power supply, supplemental HVAC, etc.) shall be subject to Landlord's prior written description of any alterations (other than alterations involving expenditure of less than $10,000). All alterations, additions approval and such improvements and/or equipment shall be constructed in a good or installed by Landlord, and workmanlike manner the cost thereof shall be paid by licensed contractors Tenant to Landlord within thirty (30) days following receipt of an invoice for same from Landlord. Any amounts payable by Tenant hereunder shall include Landlord's standard construction management fee, not to exceed thirteen and in compliance with all applicable lawsone-half percent (13-1/2%), regulations, CC&R's, zoning ordinances and building codes. Except as provided immediately below, all alterations, additions and improvements constructed in or computed on the Premises by Tenant shall remain on the Premises without compensation total cost of any kind to Tenant upon expiration of the Term. Tenant shall construction, including but not be required to remove any of the alterations, additions or improvements made limited to the Premises during cost of developing, preparing and modifying construction drawings. Landlord covenants and agrees to competitively bid the Term except only those alterationsTenant Improvement work and, additions or improvements requiring Landlord's consentupon request by Tenant, to the extent Landlord conditioned its consent upon removal provide Tenant with copies of the subject alterationall bids and/or contracts for construction services, addition or improvement by Tenant at the expiration of the Term. With respect to such alterations, additions or improvements onlyprovided, Tenant upon understands and agrees that Landlord shall have the written request of Landlord, shall upon right to make the expiration of the Term, remove such alteration, addition or improvement at its cost and restore the Premises final selection from all bids submitted to its condition prior to such alteration, addition or improvement. Tenant shall maintain insurance as required by Section 11.2 covering any improvements, alterations or additions to the Premises made by Tenant under the provisions of this Section 8.1, it being understood and agreed that none of such improvements shall be insured by Landlord.

Tenant Improvements. (a) Tenant shall obtain Landlord's written consent prior construct within the Premises certain tenant improvements ("Tenant Improvements") in accordance with this Section 7. Tenant will provide Landlord with preliminary plans and specifications and working drawings for the Tenant Improvements, which Landlord shall have the right to performing any alterationapprove, addition and which approval shall not be unreasonably withheld or improvement on or to the Premisesdelayed; provided, however, that Landlord shall have the right to withhold such approval acting in Landlord's consent shall not be required where sole discretion if the contemplated work (i) does not include any alteration of proposed Tenant Improvements materially affect the structural components structure, roof or exterior appearance of the Premises, and except for store front glass replacing the roll up door located within the Premises (ii) will not cost more than Two Hundred Fifty Thousand Dollars ($250,000.00) so long as obstacles are placed in front of the glass to completeprevent vehicles from inadvertently driving through the glass). In the event Landlord's consent is required, such consent shall not be unreasonably withheld, conditioned or delayed. In all events, Tenant shall provide be required to Landlord a written description install as part of any alterations (other than alterations involving expenditure of less than $10,000). All alterationsthe Tenant Improvements the improvements specified on attached Exhibit C. Tenant shall construct the Tenant Improvements in accordance with the plans and specifications and working drawings, additions and improvements shall be constructed approved by Landlord, in a good and workmanlike manner by licensed contractors manner, using new and refurbished materials and in compliance accordance with all applicable laws, regulations, CC&R's, zoning ordinances and building codes. Except as provided immediately below, all alterations, additions and improvements constructed in or Any such refurbished materials shall be shown on the Premises plans and specifications submitted for Landlord's approval. Any proposed change in the approved plans and specifications and/or the working drawings shall be subject to Landlord's further approval as specified above. The initial Tenant Improvements approved by Tenant Landlord shall remain on the Premises without compensation of any kind to Tenant upon expiration of the Term. Tenant not be considered an alteration under Section 9 and shall not be required to remove any of the alterations, additions or improvements made to be removed from the Premises during the Term except only those alterations, additions or improvements requiring Landlord's consent, to the extent Landlord conditioned its consent upon removal of the subject alteration, addition or improvement by Tenant at the expiration or earlier termination of the Term. With respect Landlord shall contribute to such alterations, additions or improvements only, Tenant upon the written request of Landlord, shall upon the expiration cost of the TermTenant Improvements a tenant improvements allowance (the "Tenant Improvement Allowance") in an amount not to exceed $330,000, remove such alteration, addition or improvement at its cost and restore the Premises to its condition prior to such alteration, addition or improvement. Tenant shall maintain insurance as required by Section 11.2 covering any improvements, alterations or additions to the Premises made by Tenant under the provisions of this Section 8.1, it being understood and agreed that none of such improvements shall be insured by Landlordspecified below.

Tenant Improvements. Tenant shall obtain Landlord's written consent prior not make or allow to performing be made any alterationalterations, addition physical additions or improvement on improvements in or to the PremisesLeased Premises without first obtaining the written consent of Landlord, which consent may in the sole and absolute discretion of Landlord be denied. Any alterations, physical additions or improvements to the Leased Premises made by or installed by either party hereto shall remain upon and be surrendered with the Leased Premises and become the property of Landlord upon the expiration or earlier termination of this Lease without credit to Tenant; provided, however, that Landlord's consent shall not be required where the contemplated work (i) does not include any alteration of the structural components of the Premises, and (ii) will not cost more than Two Hundred Fifty Thousand Dollars ($250,000.00) to complete. In the event Landlord's consent is requiredat its option, such consent shall not be unreasonably withheld, conditioned or delayed. In all events, may require Tenant shall provide to Landlord a written description of any alterations (other than alterations involving expenditure of less than $10,000). All alterations, additions and improvements shall be constructed in a good and workmanlike manner by licensed contractors and in compliance with all applicable laws, regulations, CC&R's, zoning ordinances and building codes. Except as provided immediately below, all alterations, additions and improvements constructed in or on the Premises by Tenant shall remain on the Premises without compensation of any kind to Tenant upon expiration of the Term. Tenant shall not be required to remove any of physical improvements or additions and/or repair any alterations in order to restore the alterations, additions or improvements made Leased Premises to the Premises during condition existing at the Term except only those alterationstime Tenant took possession, additions all costs of removal and/or alterations to be borne by Tenant. This clause shall not apply to moveable equipment, furniture or improvements requiring Landlord's consentmoveable trade fixtures owned by Tenant, to the extent Landlord conditioned its consent upon removal of the subject alteration, addition or improvement which may be removed by Tenant at the expiration end of the Term. With respect term of this lease if Tenant is not then in default and if such equipment and furniture are not then subject to such alterationsany other rights, additions or improvements only, Tenant upon the written request liens and interests of Landlord, shall upon the expiration of the Term, remove such alteration, addition or improvement at its cost and restore the Premises to its condition prior to such alteration, addition or improvement. Tenant shall maintain insurance as required have no authority or power, express or implied, to create or cause any mechanic's or materialmen's lien, charge or encumbrance of any kind against the Leased Premises, the Property or any portion thereof. Tenant shall promptly cause any such liens that have arisen by Section 11.2 covering reason or any improvementswork claimed to have been undertaken by or through Tenant to be released by payment, alterations bonding or additions to the Premises made by Tenant under the provisions of this Section 8.1, it being understood and agreed that none of such improvements shall be insured otherwise within thirty (30) days after request by Landlord, and shall indemnify Landlord against losses arising out of any such claim (including, without limitation, legal fees and court costs).

Tenant Improvements. Tenant shall obtain Landlord's written consent prior to performing any alteration, addition or improvement on or to the Premises; provided, however, that Landlord's consent shall not be required where the contemplated work (i) does not include any alteration of the structural components of the Premises, and (ii) will not cost more than Two Hundred Fifty Thousand Dollars ($250,000.00) to complete. In the event Landlord's consent is requiredof damage to or destruction of Tenant Improvements located within the Premises or in the event Tenant Improvements located within the Premises are declared unsafe or unfit for use or occupancy by a public entity with the authority to make and enforce such declaration, such consent Tenant shall, within thirty (30) days, commence and diligently pursue to completion the repair, replacement, or reconstruction of Tenant Improvements to the same size as they existed immediately prior to the event causing the damage or destruction, as necessary to permit full use and occupancy of the Premises for the purposes required by the Lease. Repair, replacement, or reconstruction of Tenant Improvements within the Premises shall be accomplished in a manner and according to plans approved by the Director, which approval shall not be unreasonably withheld, conditioned delayed or delayedconditioned, provided however that if the event causing the damage was an extraordinary occurrence not caused by Tenant (e.g. earthquake, hurricane, tornado, tsunami, explosion, act of terror, war, fire or other casualty beyond the reasonable control of Tenant), Tenant may elect not to so repair or replace such improvements, in its sole discretion (provided that if the improvements are not to be repaired or replaced, then they shall be placed into a safe condition or removed), and the Rent shall be reduced accordingly based upon the reduction in use. In all eventsCounty shall not be liable for any damage to Tenant Improvements or Tenant personal property or of others located on the Premises, nor for the loss of or damage to any property of Tenant or others by theft or otherwise. All property of Tenant kept or stored on the Premises shall be so kept or stored at the risk of Tenant, unless such damage is caused by County willful misconduct or gross negligence. Notwithstanding the foregoing, should the Premises be substantially damaged (and not repaired by County) or the improvements be substantially damaged (and not repaired by Tenant) such that Tenant cannot make use of the Premises as contemplated by this Lease, Tenant shall provide have the right to Landlord a terminate this Lease upon thirty (30) days’ written description of any alterations (other than alterations involving expenditure of less than $10,000). All alterations, additions and improvements shall be constructed in a good and workmanlike manner by licensed contractors and in compliance with all applicable laws, regulations, CC&R's, zoning ordinances and building codes. Except as provided immediately below, all alterations, additions and improvements constructed in or on the Premises by Tenant shall remain on the Premises without compensation of any kind notice to Tenant upon expiration of the Term. Tenant shall not be required to remove any of the alterations, additions or improvements made to the Premises during the Term except only those alterations, additions or improvements requiring Landlord's consent, to the extent Landlord conditioned its consent upon removal of the subject alteration, addition or improvement by Tenant at the expiration of the Term. With respect to such alterations, additions or improvements only, Tenant upon the written request of Landlord, shall upon the expiration of the Term, remove such alteration, addition or improvement at its cost and restore the Premises to its condition prior to such alteration, addition or improvement. Tenant shall maintain insurance as required by Section 11.2 covering any improvements, alterations or additions to the Premises made by Tenant under the provisions of this Section 8.1, it being understood and agreed that none of such improvements shall be insured by LandlordCounty.

Tenant Improvements. Landlord shall provide Tenant shall obtain Landlord's written consent prior with a tenant improvement allowance (the “TI Allowance”) in the amount of $859,355.00 ($35.00 x 24,553 usable square feet) for tenant improvements (the “Tenant Improvements”) to performing be made by Landlord to any alteration, addition or improvement on or to the Premises; provided, however, that Landlord's consent shall not be required where the contemplated work (i) does not include any alteration of the structural components portion of the Premises, which may or may not include the Additional Space, as elected by Tenant. The TI Allowance may be used, without limitation, for space planning, architectural and (ii) will not cost more than Two Hundred Fifty Thousand Dollars ($250,000.00) engineering fees and permits related to completethe Tenant Improvements, and the Tenant Improvements shall include, without limitation, the installation of an exterior double door and the construction of related alterations to the curbing and sidewalk adjacent to such door as well as upgraded electrical and venting systems necessary for the Permitted Use. In The Parties shall exert good faith, commercially reasonable efforts to agree as soon as reasonably practicable on the event Landlord's consent is required, Tenant Improvements and a budget therefor. Such agreed on Tenant Improvements shall then be made by Landlord in accordance with such consent budget as soon as reasonably practicable after such agreement. The construction reasonably required to complete the Tenant Improvements shall not be unreasonably withheldlessen or otherwise affect Tenant’s rent obligations under the Lease, conditioned or delayed. In all events, Tenant shall provide to Landlord a written description of any alterations (other than alterations involving expenditure of less than $10,000). All alterations, additions and improvements shall be constructed in a good and workmanlike manner as amended by licensed contractors and in compliance with all applicable laws, regulations, CC&R's, zoning ordinances and building codes. Except as provided immediately below, all alterations, additions and improvements constructed in or on the Premises by Tenant shall remain on the Premises without compensation of any kind to Tenant upon expiration of the Termthis Amendment. Tenant shall not 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, within ten (10) days after the date of an invoice therefor, which invoice may, following the Parties’ agreement on such budget, be required delivered prior to remove the commencement of construction. If all or any portion of the alterationsTI Allowance is not used on or before December 31, additions 2023, the TI Allowance or improvements made to the Premises during the Term except only those alterations, additions or improvements requiring Landlord's consent, to the extent Landlord conditioned its consent upon removal of the subject alteration, addition or improvement by Tenant at the expiration of the Term. With respect to such alterations, additions or improvements only, Tenant upon the written request of Landlord, shall upon the expiration of the Term, remove such alteration, addition or improvement at its cost and restore the Premises to its condition prior to such alteration, addition or improvement. Tenant shall maintain insurance as required by Section 11.2 covering any improvements, alterations or additions to the Premises made by Tenant under the provisions of this Section 8.1, it being understood and agreed portion that none of such improvements is not used shall be insured by Landlordlost and shall no longer be available to Tenant.

Tenant Improvements. Landlord shall provide to Tenant shall obtain Landlord's written consent prior a $48,876.00 improvement allowance ("ALLOWANCE") for renovating Suites 515 and 520 of the Leased Premises ($4.00 per rentable square foot) to performing be paid to Tenant in accordance with the terms of this provision. Upon completion of any alteration, addition improvements or improvement on or alterations to Suites 515 and 520 of the Premises; provided, however, that Landlord's consent shall not be required where Leased Premises and the contemplated work submission to Landlord of (i) does not include any alteration evidence of the structural components of the Premises, payment for such improvements and/or alterations and (ii) if required by Landlord, lien waivers from the contractor, subcontractor or supplier of materials, then Landlord will not cost more than Two Hundred Fifty Thousand Dollars ($250,000.00) to complete. In the event Landlord's consent is required, reimburse Tenant for such consent shall not be unreasonably withheld, conditioned or delayed. In all events, Tenant shall provide to Landlord a written description of any alterations (other than alterations involving expenditure of less than $10,000). All alterations, additions and improvements shall be constructed in a good and workmanlike manner by licensed contractors and in compliance with all applicable laws, regulations, CC&R's, zoning ordinances and building codes. Except as provided immediately below, all alterations, additions and improvements constructed in or on the Premises by Tenant shall remain on the Premises without compensation of any kind to Tenant upon expiration of the Term. Tenant shall not be required to remove any of the alterations, additions or improvements made to the Premises during the Term except only those alterations, additions or improvements requiring Landlord's consentamounts, to the extent Landlord conditioned its consent upon removal Refurbishment Allowance proceeds are available. Nothing herein shall be deemed to constitute Landlord's approval of any alterations or improvements to Suite 515 and 520 of the subject alterationLeased Premises, addition or improvement by Tenant at the expiration of the Term. With respect to such alterations, additions or improvements only, Tenant upon the written request of Landlord, shall upon the expiration of the Term, remove such alteration, addition or improvement at its cost and restore the Premises to its condition prior to such alteration, addition or improvement. Tenant shall maintain insurance as required by Section 11.2 covering any improvements, alterations or additions to the Premises made by Tenant under to the Leased Premises shall be subject to the terms and provisions of this Section 8.1the Lease. Additionally, it being understood any Allowance proceeds which are not used by Tenant on or before August 1, 2002, shall be deemed waived by Tenant, and agreed Tenant shall no longer be entitled to such funds. Tenant acknowledges and agrees that none (i) Landlord is only providing Tenant with a $48,876.00 ($4.00 per rentable square foot) Allowance towards the alterations to the Leased Premises and (ii) to the extent the cost of such alterations and/or improvements (including a 5% construction management fee paid to PIC, Inc. and architectural fees) exceeds the amount of the Allowance, then Tenant shall be insured responsible for such overage and shall immediately reimburse Landlord upon written request therefor, for costs incurred by LandlordLandlord over and above $48,876.00.

Tenant Improvements. Tenant shall obtain Landlord's written consent prior not make or allow to performing be made any alterationalterations, addition physical additions or improvement on improvements in or to the PremisesLeased Premises without first obtaining the written consent of Landlord, which consent may in the sole and absolute discretion of Landlord be denied. Any alterations, physical additions or improvements to the Leased Premises made by or installed by either party hereto shall remain upon and be surrendered with the Leased Premises and become the property of Landlord upon the expiration or earlier termination of this Lease without credit to Tenant; provided, however, that Landlord's consent shall not be required where the contemplated work (i) does not include any alteration of the structural components of the Premises, and (ii) will not cost more than Two Hundred Fifty Thousand Dollars ($250,000.00) to complete. In the event Landlord's consent is requiredat its option, such consent shall not be unreasonably withheld, conditioned or delayed. In all events, may require Tenant shall provide to Landlord a written description of any alterations (other than alterations involving expenditure of less than $10,000). All alterations, additions and improvements shall be constructed in a good and workmanlike manner by licensed contractors and in compliance with all applicable laws, regulations, CC&R's, zoning ordinances and building codes. Except as provided immediately below, all alterations, additions and improvements constructed in or on the Premises by Tenant shall remain on the Premises without compensation of any kind to Tenant upon expiration of the Term. Tenant shall not be required to remove any of physical improvements or additions and/or repair any alterations in order to restore the alterations, additions or improvements made Leased Premises to the Premises during condition existing at the Term except only those alterationstime Tenant took possession, additions all costs of removal and/or alterations to be borne by Tenant. This clause shall not apply to moveable equipment, furniture or improvements requiring Landlord's consentmoveable trade fixtures owned by Tenant, to the extent Landlord conditioned its consent upon removal of the subject alteration, addition or improvement which may be removed by Tenant at the expiration end of the Term. With respect term of this Lease if Tenant is not then in default and if such equipment and furniture are not then subject to such alterationsany other rights, additions or improvements only, Tenant upon the written request liens and interests of Landlord, shall upon the expiration of the Term, remove such alteration, addition or improvement at its cost and restore the Premises to its condition prior to such alteration, addition or improvement. Tenant shall maintain insurance as required have no authority or power, express or implied, to create or cause any mechanic's or materialmen's lien, charge or encumbrance of any kind against the Leased Premises, the Property or any portion thereof. Tenant shall promptly cause any such liens that have arisen by Section 11.2 covering reason of any improvementswork claimed to have been undertaken by or through Tenant to be released by payment, alterations bonding or additions to the Premises made by Tenant under the provisions of this Section 8.1, it being understood and agreed that none of such improvements shall be insured otherwise after request by Landlord, and shall indemnify Landlord against losses arising out of any such claim (including, without I imitation, regal fees and court costs).

Tenant Improvements. (See also Exhibit “B”) Subject to the maintenance obligations of the parties pursuant to Section 10 of this Lease, Tenant agrees to accept the Premises in “as-is” condition, except for the improvements and betterments, which Landlord has agreed to provide and which are set forth in Exhibit “A”. Except as provided in Section 10, Tenant shall, at all times during the term hereof and at Tenant’s sole cost and expense, keep the interior, non-structural portion of the Premises and every part thereof in good condition and repair, ordinary wear and tear, damage thereto by fire, earthquake, act of God or the elements excepted. Tenant shall, at the end of the term hereof, surrender to Landlord the Premises and all alterations, additions and improvements thereto (subject to the provisions of Section 22 above) in as good or better condition as when received, ordinary wear and tear, Tenant’s alterations and damage by fire, earthquake, act of God or the elements excepted. Landlord shall obtain Landlord's written consent prior have no obligation and has made no promise to performing remodel, improve, decorate or paint the Premises or any alterationpart thereof, addition except as specifically herein set forth. No representations respecting the condition of the Premises or improvement on the Building have been made by Landlord to Tenant, except as specifically herein set forth. Any Tenant alterations, additions, or improvements in or to the Premises; providedPremises (other than the Tenant improvements approved in Exhibit “B” and alterations, howeveradditions, or improvements that Landlord's consent shall do not be required where impact the contemplated work (i) does not include any alteration structure, appearance or systems of the structural components Building) shall require the prior written consent of the PremisesLandlord, and (ii) will not cost more than Two Hundred Fifty Thousand Dollars ($250,000.00) to complete. In the event Landlord's consent is required, such which consent shall not be unreasonably withheld, conditioned or delayed. In all events, Any Tenant shall provide to Landlord a written description of any alterations (other than alterations involving expenditure of less than $10,000). All alterations, additions, and improvements, except only office furniture and equipment, and other additions and improvements which shall be constructed in readily removable without injury to the Premises, shall be and remain a good and workmanlike manner by licensed contractors and in compliance with all applicable laws, regulations, CC&R's, zoning ordinances and building codes. Except as provided immediately below, all alterations, additions and improvements constructed in or on part of the Premises by Tenant shall remain on the Premises without compensation of any kind to Tenant upon expiration of the Term. Tenant shall not be required to remove any of the alterations, additions or improvements made to the Premises during the Term except only those alterations, additions or improvements requiring Landlord's consent, to the extent Landlord conditioned its consent upon removal of the subject alteration, addition or improvement by Tenant at the expiration of the Termthis Lease. With respect Tenant will not permit any mechanic’s or materialman’s lien or liens or any liens of whatsoever nature to such alterations, additions or improvements only, Tenant be placed upon the written Premises or the Building. Nothing in this Lease shall be deemed or construed in any way as constituting the consent or request of Landlord, shall upon express or implied, to any person for the expiration performance of any labor of the Termfurnishing of any materials to all or part of the Premises, remove nor as giving Tenant any right, power or authority to contact for or permit the rendering of any services or the furnishing thereof that would or might give rise to any mechanic’s or materialman or other liens against the Premises. If any such alterationlien is claimed against the Premises, then, in addition to any other right or improvement at its cost and restore remedy of Landlord, Landlord may, but shall not be obligated to discharge the Premises to its condition prior to same. Any amount paid by Landlord for such alteration, addition or improvement. Tenant purposes shall maintain insurance as required by Section 11.2 covering any improvements, alterations or additions to the Premises made be paid by Tenant under the provisions to Landlord as Additional Rent within ten (10) days of this Section 8.1, it being understood and agreed that none of such improvements shall be insured by Landlord’s demand therefore.

Tenant Improvements. The term “Minor TI Changes” means changes to the Approved TI Construction Drawings that (a) do not impact the structure of the New Building, (b) do not impact the building systems in any material respect, (c) do not increase the cost of the Landlord’s Work (unless Tenant shall obtain Landlord's written consent prior to performing any alteration, addition or improvement on or to have approved a corresponding increase in the Premises; provided, however, that Landlord's consent shall not be required where the contemplated work (i) does not include any alteration of the structural components of the PremisesApproved Budget), and (iid) will do not cost more extend the scheduled date for completion of the Tenant Improvements beyond thirty (30) days. Tenant shall notify Landlord of any Minor TI Changes in advance, if practical, and promptly if advance notice is not practical, and such notice shall state the anticipated effect on the schedule for completion of the Tenant Improvements as a result of all Minor TI Changes made to the date of such notice. Tenant agrees not to make any changes to the Approved TI Construction Drawings other than Two Hundred Fifty Thousand Dollars ($250,000.00) Minor TI Changes, without Landlord’s prior written consent as to complete. In such change and any delay in the event Landlord's consent is requiredschedule for completion of the Tenant Improvements associated therewith, such which consent shall not be unreasonably withheld, conditioned or delayed. In all eventsIf Landlord fails to respond to a request to approve any change, Tenant shall provide to Landlord a written description of any alterations (other than alterations involving expenditure of less than $10,000). All alterations, additions and improvements shall be constructed in a good and workmanlike manner by licensed contractors and in compliance with all applicable laws, regulations, CC&R's, zoning ordinances and building codes. Except as provided immediately below, all alterations, additions and improvements constructed in or on the Premises by Tenant shall remain on the Premises without compensation of any kind to Tenant upon expiration of the Term. Tenant shall not be required to remove any of the alterations, additions or improvements made to the Premises during the Term except only those alterations, additions or improvements requiring Landlord's consentMinor TI Change, to the extent Landlord conditioned its consent upon removal of the subject alteration, addition or improvement Approved TI Construction Drawings proposed by Tenant at within such five (5) business days after Tenant’s request (which request shall be accompanied by reasonable supporting documentation detailing the expiration proposed change), Landlord shall conclusively be deemed to have approved the proposed change. If Landlord shall notify Tenant of its objection to a change, other than a Minor TI Change, to the Term. With respect to Approved TI Construction Drawings proposed by Tenant within such alterationsfive (5) business day period, additions or improvements only, Tenant upon the written request of Landlord, shall upon the expiration of the Term, remove such alteration, addition or improvement at its cost Landlord and restore the Premises to its condition prior to such alteration, addition or improvement. Tenant shall maintain insurance reasonably share records and estimates, and cooperate to resolve any such differences as required by Section 11.2 covering any improvements, alterations or additions to the Premises made by Tenant under the provisions of this Section 8.1, it being understood and agreed that none of such improvements shall be insured by Landlordsoon as reasonably possible.

Tenant Improvements. Tenant shall obtain Landlord's written consent prior to performing 6.1 Except as expressly provided herein, any alteration, addition or improvement on or tenant improvements to the Premises; providedPremises shall be constructed by Sublessee in accordance with the terms of Exhibit 8 to the Lease (the "Tenant Improvement Agreement"). Sublessee shall submit to Landlord complete, however, that Landlord's consent finished drawings and specifications (the "Plans") for the tenant improvements to be constructed by Sublessee (the "Tenant Improvements") together with a proposed schedule for completion. The Plans shall not reflect and be required where the contemplated work in accordance with (i) does not include any alteration of the structural components of the Premisesa space plan approved by Landlord, and (ii) will not cost more than Two Hundred Fifty Thousand Dollars ($250,000.00) to complete. In the event that certain list of Landlord's consent is required, such consent shall not be unreasonably withheld, conditioned or delayed. In all events, Tenant shall provide to Landlord a written description of any alterations (other than alterations involving expenditure of less than $10,000). All alterations, additions and improvements shall be constructed in a good and workmanlike manner by licensed contractors and in compliance with all applicable laws, regulations, CC&R's, zoning ordinances and building codes. Except Required Specifications attached as provided immediately below, all alterations, additions and improvements constructed in or on the Premises by Tenant shall remain on the Premises without compensation of any kind to Tenant upon expiration Appendix 1 of the TermTenant Improvement Agreement. Tenant shall not be required Sublessee intends to remove any of the alterations, additions or submit a space plan depicting tenant improvements made to the Premises during substantially as shown and/or described on Exhibit B to this Sublease. Notwithstanding anything set forth herein, provided that Landlord approves the Term except only those alterationsPlans, additions the Final Plans, Sublessee's architect, engineers and contractors, Sublessee's insurance and payment and performance bonds, and Tenant's Work, Sublessee will indemnify Sublessor and hold Sublessor harmless from and against all liability, costs, damages, claims, demands and expenses, including reasonable attorney's fees and costs, arising out of or improvements requiring Landlord's consent, to in any way connected with the extent immediately preceding Sublease provision and the Tenant Improvement Agreement. So long as Landlord conditioned its consent upon removal approves any disbursements of the subject alterationTenant Improvement Allowance, addition or improvement by Tenant at the expiration of the Term. With respect Sublessor shall deem all conditions to such alterations, additions or improvements only, Tenant upon the written request of Landlord, shall upon the expiration of the Term, remove such alteration, addition or improvement at its cost and restore the Premises disbursements to its condition prior to such alteration, addition or improvement. Tenant shall maintain insurance as required by Section 11.2 covering any improvements, alterations or additions to the Premises made by Tenant under the provisions of this Section 8.1, it being understood and agreed that none of such improvements shall be insured by Landlordhave been satisfied.

Tenant Improvements. Except as specifically set forth herein or in the Tenant shall obtain Landlord's written consent prior Work Letter attached to performing any alterationthis Third Amendment as Exhibit B (the “Tenant Work Letter”), addition or improvement on or to the Premises; provided, however, that Landlord's consent Landlord shall not be required where obligated to provide or pay for any improvement work or services related to the contemplated work (i) does not include any alteration improvement of the structural components of the Third Expansion Premises, and (ii) will not cost more than Two Hundred Fifty Thousand Dollars ($250,000.00) to complete. In the event Landlord's consent is required, such consent shall not be unreasonably withheld, conditioned or delayed. In all events, Tenant shall provide accept the Third Expansion Premises in its presently existing, "as-is" condition, provided that Landlord shall deliver the Third Expansion Premises to Landlord Tenant fully decommissioned in good, vacant, broom clean condition, and otherwise in the same condition as of the date of this Third Amendment, in compliance with all Applicable Laws (to the extent necessary to maintain a written description certificate of any alterations (occupancy or its legal equivalent for the Third Expansion Premises), with the roof water-tight and shall cause the HVAC systems, plumbing, electrical systems, fire sprinkler system, lighting, emergency generators, and all other than alterations involving expenditure of less than $10,000). All alterations, additions Building systems serving the Third Expansion Premises to be in good operating condition and improvements shall be constructed in a good and workmanlike manner by licensed contractors repair and in compliance with all applicable lawsApplicable Laws (to the extent necessary to obtain or maintain a certificate of occupancy, regulationsor its legal equivalent, CC&R's, zoning ordinances and building codes. Except for the Third Expansion Premises) as provided immediately below, all alterations, additions and improvements constructed in or on the Premises by Tenant shall remain on the Premises without compensation of any kind to Tenant upon expiration of the TermThird Expansion Commencement Date. Additionally, Tenant acknowledges that it shall continue to accept the Existing Premises in its presently existing "as-is" condition, and Landlord shall not be required obligated to remove provide or pay for any improvement work related to the improvement of the Existing Premises, provided that, the foregoing shall not relieve Landlord of any of its maintenance, repair or replacement obligations under the Lease, if any. Tenant also acknowledges that, except as expressly set forth herein, neither Landlord nor any agent of Landlord has made any representation or warranty regarding the condition of the Existing Premises, the Third Expansion Premises, or the Building or with respect to the suitability of any of the alterations, additions foregoing for the conduct of Tenant’s business in the Existing Premises or improvements made to the Premises during the Term except only those alterations, additions or improvements requiring Landlord's consent, to the extent Landlord conditioned its consent upon removal of the subject alteration, addition or improvement by Tenant at the expiration of the Term. With respect to such alterations, additions or improvements only, Tenant upon the written request of Landlord, shall upon the expiration of the Term, remove such alteration, addition or improvement at its cost and restore the Premises to its condition prior to such alteration, addition or improvement. Tenant shall maintain insurance as required by Section 11.2 covering any improvements, alterations or additions to the Premises made by Tenant under the provisions of this Section 8.1, it being understood and agreed that none of such improvements shall be insured by LandlordThird Expansion Premises.

Tenant Improvements. The “Tenant Improvements” shall mean the interior walls, partitions, doors, door hardware, wall coverings, wall base, counters, lighting fixtures, electrical and telephone wiring, cabling for computers, electrical outlets, ceilings, floor and window coverings, that portion of the HVAC system located within any portion of the Expansion Premises, that portion of the fire sprinklers system located within any portion of the Leased Premises (including the Expansion Premises), and other items of general applicability that Tenant desires to be installed in the interior of the Expansion Premises. Tenant shall obtain promptly commence and diligently prosecute to full completion Tenant Improvements in accordance with the Drawings (defined below). The parties agree that no demolition work or other Tenant Improvements shall be commenced within the Expansion Premises until such time as Tenant has provided to Landlord copies of the building permits required to be obtained from all applicable governmental authorities. All materials, work, installations, equipment and decorations of any nature whatsoever brought on or installed in the Expansion Premises before the applicable Expansion Commencement Date or during the Expansion Term shall be at Tenant's risk, and neither Landlord nor any party acting on Landlord's written consent prior behalf shall be responsible for any damage thereto or loss or destruction thereof due to performing any alterationreason or cause whatsoever, addition excluding by reason of Landlord's negligence or improvement on willful or criminal misconduct. Notwithstanding anything set forth in this Amendment to the Premises; provided, however, that Landlord's consent shall not be required where the contemplated work (i) does not include any alteration of the structural components of the Premises, and (ii) will not cost more than Two Hundred Fifty Thousand Dollars ($250,000.00) to complete. In the event Landlord's consent is required, such consent shall not be unreasonably withheld, conditioned or delayed. In all eventscontrary, Tenant shall provide have the right, in its sole discretion, to Landlord a written description of apply all or any alterations (other than alterations involving expenditure of less than $10,000). All alterations, additions and improvements shall be constructed in a good and workmanlike manner by licensed contractors and in compliance with all applicable laws, regulations, CC&R's, zoning ordinances and building codes. Except as provided immediately below, all alterations, additions and improvements constructed in or on the Premises by Tenant shall remain on the Premises without compensation of any kind to Tenant upon expiration portion of the Term. Tenant shall not be required Total Allowance to remove any performing Alterations (as defined in and pursuant to Section 5(e) of the alterations, additions or improvements made Original Lease) to the Premises during the Term except only those alterations, additions or improvements requiring Landlord's consent, to the extent Landlord conditioned its consent upon removal of the subject alteration, addition or improvement by Tenant at the expiration of the Term. With respect to such alterations, additions or improvements only, Tenant upon the written request of Landlord, shall upon the expiration of the Term, remove such alteration, addition or improvement at its cost and restore the Premises to its condition prior to such alteration, addition or improvement. Tenant shall maintain insurance as required by Section 11.2 covering any improvements, alterations or additions to the Premises made by Tenant under the provisions of this Section 8.1, it being understood and agreed that none of such improvements shall be insured by LandlordOriginal Office Premises.

Tenant Improvements. Tenant shall obtain Landlord's written consent prior not make or allow to performing be made any alterationalterations, addition physical additions or improvement on improvements in or to the Premises; providedPremises without first obtaining the written consent of Landlord, however, that Landlord's consent shall not be required where the contemplated work (i) does not include any alteration of the structural components of the Premises, and (ii) will not cost more than Two Hundred Fifty Thousand Dollars ($250,000.00) to complete. In the event Landlord's consent is required, such which consent shall not be unreasonably withheld, conditioned conditioned, or delayed. In all events, Tenant shall provide to Landlord a written description of any alterations (other than alterations involving expenditure of less than $10,000). All Any alterations, additions and improvements shall be constructed in a good and workmanlike manner by licensed contractors and in compliance with all applicable laws, regulations, CC&R's, zoning ordinances and building codes. Except as provided immediately below, all alterations, additions and improvements constructed in or on the Premises by Tenant shall remain on the Premises without compensation of any kind to Tenant upon expiration of the Term. Tenant shall not be required to remove any of the alterations, physical additions or improvements made to the Premises during the Term except only those alterations, additions or improvements requiring Landlord's consent, to the extent Landlord conditioned its consent upon removal of the subject alteration, addition or improvement by Tenant at the expiration of the Term. With respect to such alterations, additions or improvements only, Tenant upon the written request of Landlord, shall upon the expiration of the Term, remove such alteration, addition or improvement at its cost and restore the Premises to its condition prior to such alteration, addition or improvement. Tenant shall maintain insurance as required by Section 11.2 covering any improvements, alterations or additions to the Premises made by Tenant under or installed by either party hereto shall remain upon and be surrendered with the provisions Premises and become the property of Landlord upon the expiration or earlier termination of this Section 8.1Lease without credit to Tenant; provided, it being understood and agreed however, Landlord, at its option, may require Tenant to remove any physical improvements or additions and/or repair any alterations in order to restore the Premises to the condition existing at the time Tenant took possession, all costs of removal and/or alterations to be borne by Tenant. Notwithstanding the foregoing, Tenant may request in writing that none Landlord make a determination at the time of consent as to whether the Tenant improvements will have to be removed at the end of the Lease Term. This clause shall not apply to moveable equipment, furniture or moveable trade fixtures owned by Tenant, which may be removed by Tenant at the end of the term of this Lease. Tenant shall have no authority or power, express or implied, to create or cause any mechanic’s or materialmen’s lien, charge or encumbrance of any kind against the Premises, the Property or any portion thereof. Tenant shall promptly cause any such improvements shall liens that have arisen by reason of any work claimed to have been undertaken by or through Tenant to be insured released by payment, bonding or otherwise within thirty (30) days after request by Landlord, and shall indemnify Landlord against losses arising out of any such claim (including, without limitation, reasonable legal fees and court costs).

Tenant Improvements. Tenant shall obtain Landlord's written consent prior Lessor is providing the existing base building and a tenant improvement allowance of approximately $990,000.00 (to performing any alteration, addition or improvement on or be adjusted to the Premises; provided, however, that Landlord's consent shall not be required where the contemplated work (i) does not include any alteration of the structural components of equal $16.50 per rentable square foot determined for the Premises, as adjusted, the "ITT Allowance") for the tenant improvements to be constructed by Lessor at the Premises, which tenant improvements are depicted on the space plan described on the outline specifications attached hereto and incorporated herein as Exhibit D (ii) the "Tenant Improvements"). The Tenant Improvements will not cost more than Two Hundred Fifty Thousand Dollars ($250,000.00) be installed by Lessor and paid for by Lessee subject to completeLessor providing an allowance in the aforesaid amount. In the event LandlordLessee desires and Lessor approves any tenant improvements in addition to the Tenant Improvements, then, at Lessee's consent is requiredelection (to be determined within five (5) days of Lessor's demand thereof) either: (i) Lessee shall pay Lessor therefor in cash upon substantial completion thereof; or (ii) the Base Rent otherwise payable annually by Lessee shall be increased by $120.00 for each $1,000.00 incremental increase in the cost of Tenant Improvements. Option (ii), such consent above, shall not only be unreasonably withheldallowed in regard to the first (approximately) $180,000.00 (to be adjusted to equal $3.00 per rentable square foot determined for the Premises) in Tenant Improvement costs after the amount of the TI Allowance. Lessee shall have the responsibility to select a layout and to reach agreement with Lessor as to quality and type on or before September 15, conditioned 1996. Anything herein to the contrary notwithstanding, Lessee shall be responsible for all of Lessor's increased costs or delayed. In all events, Tenant shall provide to Landlord a written description damages (including lost rent) arising out of any alterations failure of Lessee to select its layout and reach agreement with Lessor as above required on or before September 15, 1996. Lessor shall be entitled to include as a Tenant Improvement cost a general contractor's fee, contingency and general conditions amounts as reasonably charged for comparable projects. On or before September 15, 1996. Lessee shall have approved a space plan acceptable to Lessor for the Tenant Improvements, which space plan shall have received final approval of Lessee, shall be adequate for preparation by Lessor of working drawings for construction of such Tenant Improvements, shall show in reasonable detail the design and appearance of the tenant finishing materials to be used in the construction thereof (and such other than alterations involving expenditure detail or description as may be necessary to adequately outline the scope of less than $10,000)the Tenant Improvements) and shall be in substantial conformance with the Project Specification, attached as Exhibit E. Lessee shall be responsible for Lessor's costs (including lost rent) arising out of delays in completing the Tenant Improvements caused by Lessee, whether by Lessee's failure to approve the aforesaid space plan on or before September 15, 1996 or to respond to within a reasonable time to Lessor's inquiries or requests in connection with the Tenant Improvements or otherwise. All alterations, additions and improvements shall Lessee also agrees to refrain from ordering long lead time items which would delay substantial completion of the Tenant Improvements. Lessor agrees to cause the Tenant Improvements to be constructed in a good accordance with the public accommodations provisions of Title III of the Americans With Disabilities Act of 1990 (42 U.S.C. Section 12-101 et seq.), as presently interpreted and workmanlike manner enforced as of the date of this Lease by licensed contractors the governmental bodies having jurisdiction thereof. Lessor shall also, at its sole cost and expense, install along the perimeter of the shell building in compliance with all applicable laws, regulations, CC&R's, zoning ordinances and building codes. Except as provided immediately below, all alterations, additions and improvements constructed in or on which the Premises by Tenant is located additional glass as depicted in the building elevation contained in Exhibit D attached hereto. Lessor shall remain on also provide an allowance of approximately $90,000.00 (subject to adjustment at the Premises without compensation rate of any kind $1.50 per rentable square foot for the Premises) to Tenant upon expiration reimburse Lessee for its actual, out-of-pocket costs incurred in engaging a space planning consultant for design and review of the Termpreliminary working drawings for the Tenant Improvements to be constructed by Lessor. Tenant Said allowance shall not be required to remove any of paid upon the alterationsCommencement Date, additions or improvements made subject to the Premises during the Term except only those alterations, additions or improvements requiring Landlord's consent, to the extent Landlord conditioned its consent upon removal submission by Lessee of the subject alteration, addition or improvement by Tenant at the expiration of the Term. With respect to such alterations, additions or improvements only, Tenant upon the written request of Landlord, shall upon the expiration of the Term, remove such alteration, addition or improvement at its cost and restore the Premises to its condition prior to such alteration, addition or improvement. Tenant shall maintain insurance as required by Section 11.2 covering any improvements, alterations or additions to the Premises made by Tenant under the provisions of this Section 8.1, it being understood and agreed that none reasonable evidence of such improvements shall be insured by Landlordcosts so incurred.

Tenant Improvements. Tenant may, without Landlord’s approval, perform or construct the following Tenant Improvements: (a) those involving paint, floor and wall coverings and other similar cosmetic work; (b) such alterations as may be required by applicable Laws; provided that Landlord’s consent shall obtain be required, upon the terms and conditions set forth below, for any particular such alteration that involves the demolition and rebuilding of existing improvements; or (c) other Tenant Improvements at a cost not to exceed $75,000 in any calendar year, except that Landlord's written ’s consent prior to performing will be required for any alteration, addition Tenant Improvements which adversely affect the Building structure or improvement on or involve alterations to the Premises; provided, however, that Landlord's consent shall not be required where the contemplated work (i) does not include any alteration exterior of the structural components of the PremisesBuilding. Any other Tenant Improvements may be made only after obtaining Landlord’s consent, and (ii) will not cost more than Two Hundred Fifty Thousand Dollars ($250,000.00) to complete. In the event Landlord's consent is required, such which consent shall not be unreasonably withheld, conditioned or delayed. In Landlord shall be deemed to have consented to a Tenant Improvement if Landlord does not notify Tenant in writing of its approval or disapproval thereof within fifteen (15) days after Tenant’s request for Landlord’s approval. Any and all eventsTenant Improvements constructed at Tenant’s cost during the Term and all improvements existing upon the Premises at Term commencement shall remain the property of Tenant during the Term and may be removed from the Premises at any time, with Tenant responsible to restore all damage to the Premises caused by such removal. Tenant shall provide not be obligated to Landlord a written description remove any Tenant Improvements or other improvements at the end of any alterations (other than alterations involving expenditure of less than $10,000)the Term, whether existing upon Term commencement or made by Tenant during the Term. All As used herein and elsewhere in this Lease, the term “Tenant Improvements” means all improvements, additions, alterations, additions and improvements shall be constructed in a good and workmanlike manner by licensed contractors and in compliance with all applicable laws, regulations, CC&R's, zoning ordinances and building codes. Except as provided immediately below, all alterations, additions and improvements constructed fixtures installed in or on the Premises by Tenant shall remain on the Premises without compensation of any kind to Tenant upon expiration of the Term. Tenant shall not be required to remove any of the alterations, additions or improvements made to the Premises during the Term except only those alterations, additions or improvements requiring Landlord's consent, to the extent Landlord conditioned its consent upon removal of the subject alteration, addition or improvement by Tenant at the expiration of the Term. With respect to such alterations, additions or improvements only, Tenant upon the written request of Landlord, shall upon the expiration of the Term, remove such alteration, addition or improvement at its cost and restore expense after the Premises to its condition prior to such alterationCommencement Date, addition which are not Trade Fixtures (as defined in Section 5.2) or improvement. Tenant shall maintain insurance Capital Expenditures (as required by defined in Section 11.2 covering any improvements, alterations or additions to the Premises made by Tenant under the provisions of this Section 8.1, it being understood and agreed that none of such improvements shall be insured by Landlord6.3).

Tenant Improvements. Tenant shall obtain Landlord's not make or allow to be made any alterations, physical additions or improvements in or to the Leased Premises without first obtaining the written consent prior to performing of Landlord. Tenant shall furnish complete plans and specifications for any proposed alteration, addition or improvement on for review and approval by Landlord. Any alterations, physical additions or improvements to the PremisesLeased Premises made by or installed by either party hereto shall remain upon and be surrendered with the Leased Premises and become the property of Landlord upon the expiration or earlier termination of this Lease without credit to Tenant, except equipment utilized by the Tenant in its provision of banking services, specifically vault or any portion thereof and safe deposits boxes.; provided, however, that Landlord's consent , at its option, may require Tenant to repair any portion of the Leased Premises damaged by the removal of said equipment, and to leave the Leased Premises in a broom-clean condition. This clause shall not apply to moveable equipment, furniture or moveable trade fixtures owned by Tenant, which may be required where the contemplated work (i) does not include any alteration of the structural components of the Premises, and (ii) will not cost more than Two Hundred Fifty Thousand Dollars ($250,000.00) to complete. In the event Landlord's consent is required, such consent shall not be unreasonably withheld, conditioned or delayed. In all events, Tenant shall provide to Landlord a written description of any alterations (other than alterations involving expenditure of less than $10,000). All alterations, additions and improvements shall be constructed in a good and workmanlike manner by licensed contractors and in compliance with all applicable laws, regulations, CC&R's, zoning ordinances and building codes. Except as provided immediately below, all alterations, additions and improvements constructed in or on the Premises by Tenant shall remain on the Premises without compensation of any kind to Tenant upon expiration of the Term. Tenant shall not be required to remove any of the alterations, additions or improvements made to the Premises during the Term except only those alterations, additions or improvements requiring Landlord's consent, to the extent Landlord conditioned its consent upon removal of the subject alteration, addition or improvement removed by Tenant at the expiration end of the Term. With respect term of this Lease if Tenant is not then in default and if such equipment and furniture are not then subject to such alterationsany other rights, additions or improvements only, Tenant upon the written request liens and interests of Landlord, shall upon the expiration of the Term, remove such alteration, addition or improvement at its cost and restore the Premises to its condition prior to such alteration, addition or improvement. Tenant shall maintain insurance as required by Section 11.2 covering have no authority or power, express or implied, to create or cause any improvementsmechanic's or materialmen's lien, alterations charge or additions encumbrance of any kind against the Leased Premises, the Property or any portion thereof and the interest of the Landlord shall not be subject to the Premises liens for improvements made by the Tenant. Tenant under the provisions of this Section 8.1shall promptly cause any such liens that have arisen by reason or any work claimed to have been undertaken by or through Tenant to be released by payment, it being understood and agreed that none of such improvements shall be insured bonding or otherwise within thirty (30) days after request by Landlord, and shall indemnify Landlord against losses arising out of any such claim (including, without limitation, legal fees and court costs).

Tenant Improvements. Tenant shall obtain Landlord's written consent prior not make or allow to performing be made any alterationnon-structural alterations, addition physical additions or improvement on improvements in or to the Premises; providedPremises without first obtaining the written consent of Landlord, however, that which consent may in the sole and absolute discretion of Landlord be denied. Landlord's consent shall not be required where the contemplated work (i) does not include ’s failure to respond in writing to Tenant’s request for any alteration of the structural components of the Premises, and (ii) will not cost more than Two Hundred Fifty Thousand Dollars ($250,000.00) to complete. In the event Landlord's consent is required, such consent shall not be unreasonably withheld, conditioned or delayed. In all events, Tenant shall provide to Landlord a written description of any alterations (other than alterations involving expenditure of less than $10,000). All alterations, additions and improvements shall be constructed in a good and workmanlike manner by licensed contractors and in compliance with all applicable laws, regulations, CC&R's, zoning ordinances and building codes. Except as provided immediately below, all alterations, additions and improvements constructed in or on the Premises by Tenant shall remain on the Premises without compensation of any kind to Tenant upon expiration of the Term. Tenant shall not be required to remove any of the alterations, physical additions or improvements made to the Premises during the Term except only those within fifteen (15) days of receipt thereof shall be deemed Landlord’s disapproval of such request. Any non-structural alterations, physical additions or improvements requiring Landlord's consent, to the extent Landlord conditioned its consent upon removal of the subject alteration, addition in or improvement by Tenant at the expiration of the Term. With respect to such alterations, additions or improvements only, Tenant upon the written request of Landlord, shall upon the expiration of the Term, remove such alteration, addition or improvement at its cost and restore the Premises to its condition prior to such alteration, addition or improvement. Tenant shall maintain insurance as required by Section 11.2 covering any improvements, alterations or additions to the Premises made by Tenant under shall be performed in accordance with Applicable Laws. Any alterations, physical additions or improvements to the provisions Premises made by or installed by either party hereto shall remain upon and be surrendered with the Premises and become the property of Landlord upon the expiration or earlier termination of this Section 8.1Lease without credit to Tenant; provided, it being understood however, Landlord, at its option, may require Tenant to remove any physical improvements or additions and/or repair any alterations, except those performed in accordance with the Tenant Improvements Rider attached hereto, in order to restore the Premises to the condition existing at the time Tenant took possession, all costs of removal and/or alterations to be borne by Tenant. This clause shall not apply to moveable equipment, furniture or moveable trade fixtures owned by Tenant, which may be removed by Tenant at the end of the term of this Lease if Tenant is not then in default and agreed if such equipment and furniture are not then subject to any other rights, liens and interests of Landlord. Tenant shall have no authority or power, express or implied, to create or cause any mechanic’s or materialman’s lien, charge or encumbrance of any kind against the Premises, the Property or any portion thereof. Tenant shall promptly cause any such liens that none have arisen by reason of any work claimed to have been undertaken by or through Tenant to be released by payment, bonding or otherwise within ten (10) days after Tenant first has notice thereof, and shall indemnify and defend Landlord against liability or loss arising out of any such improvements shall be insured by Landlordclaim (including, without limitation, legal fees and court costs).

Tenant Improvements. Tenant shall obtain Landlord's written consent prior not make or allow to performing be made any alteration------------------- alterations, addition physical additions or improvement on improvements in or to the Premises; providedPremises without first obtaining the written consent of Landlord, however, that Landlord's consent shall not be required where the contemplated work (i) does not include any alteration of the structural components of the Premises, and (ii) will not cost more than Two Hundred Fifty Thousand Dollars ($250,000.00) to complete. In the event Landlord's consent is required, such which consent shall not be unreasonably withheld, conditioned conditioned, or delayed. In all events, Tenant shall provide to Landlord a written description of any alterations (other than alterations involving expenditure of less than $10,000). All Any alterations, additions and improvements shall be constructed in a good and workmanlike manner by licensed contractors and in compliance with all applicable laws, regulations, CC&R's, zoning ordinances and building codes. Except as provided immediately below, all alterations, additions and improvements constructed in or on the Premises by Tenant shall remain on the Premises without compensation of any kind to Tenant upon expiration of the Term. Tenant shall not be required to remove any of the alterations, physical additions or improvements made to the Premises during the Term except only those alterations, additions or improvements requiring Landlord's consent, to the extent Landlord conditioned its consent upon removal of the subject alteration, addition or improvement by Tenant at the expiration of the Term. With respect to such alterations, additions or improvements only, Tenant upon the written request of Landlord, shall upon the expiration of the Term, remove such alteration, addition or improvement at its cost and restore the Premises to its condition prior to such alteration, addition or improvement. Tenant shall maintain insurance as required by Section 11.2 covering any improvements, alterations or additions to the Premises made by Tenant under or installed by either party hereto shall remain upon and be surrendered with the provisions Premises and become the property of Landlord upon the expiration or earlier termination of this Section 8.1Lease without credit to Tenant; provided, it being understood and agreed however, Landlord, at its option, may require Tenant to remove any physical improvements or additions and/or repair any alterations in order to restore the Premises to the condition existing at the time Tenant took possession, all costs of removal and/or alterations to be borne by Tenant. Notwithstanding the foregoing, Tenant may request in writing that none Landlord make a determination at the time of consent as to whether the Tenant improvements will have to be removed at the end of the Lease Term. This clause shall not apply to moveable equipment, furniture or moveable trade fixtures owned by Tenant, which may be removed by Tenant at the end of the term of this Lease. Tenant shall have no authority or power, express or implied, to create or cause any mechanic's or materialmen's lien, charge or encumbrance of any kind against the Premises, the Property or any portion thereof. Tenant shall promptly cause any such improvements shall liens that have arisen by reason of any work claimed to have been undertaken by or through Tenant to be insured released by payment, bonding or otherwise within thirty (30) days after request by Landlord, and shall indemnify Landlord against losses arising out of any such claim (including, without limitation, reasonable legal fees and court costs).

Tenant Improvements. Except as specifically set forth in this Section 5, Tenant shall obtain Landlord's written consent prior to performing any alteration, addition or improvement on or to the Premises; provided, however, acknowledges that Landlord's consent Landlord shall not be required where obligated to provide or pay any improvement work or services related to the contemplated work improvement of the first Expansion Space or the Existing Premises. Tenant also acknowledges that Landlord has made no representation or warranty regarding the condition of the First Expansion Space or the Existing Premises. Within sixty (60) days after the expiration of the thirty-sixth (36th) full month of the First Expansion Space Term, Tenant shall have the right to deliver written notice to Landlord requiring Landlord to, at a mutually convenient time to be agreed upon by Landlord and Tenant, at Landlord's sole cost and expense and using Building-standard materials only, (i) does not include any alteration of repaint all painted walls within the structural components of the PremisesFirst Expansion Space, and (ii) recarpet all carpeted areas within the First Expansion Space (the "First Expansion Space Work"). If Tenant fails to deliver such notice within such sixty (60) day period, Landlord shall have no obligation to perform the First Expansion Space Work. If Tenant timely delivers such notice, Tenant hereby acknowledges that Landlord will not cost more than Two Hundred Fifty Thousand Dollars ($250,000.00) to complete. In be performing the event First Expansion Space Work during the First Expansion Space Term, and Landlord's consent is required, such consent performance of the First Expansion Space Work shall not be unreasonably withhelddeemed a constructive eviction of Tenant, conditioned nor shall Tenant be entitled to any abatement of rent connection therewith, nor liable for any injury or delayed. In all eventsdamage to person, Tenant shall provide to Landlord a written description of any alterations (other than alterations involving expenditure of less than $10,000). All alterations, additions and improvements shall be constructed in a good and workmanlike manner by licensed contractors and in compliance with all applicable laws, regulations, CC&R's, zoning ordinances and building codes. Except as provided immediately below, all alterations, additions and improvements constructed in property or on the Premises by Tenant shall remain on the Premises without compensation of any kind to Tenant upon expiration of the Term. Tenant shall not be required to remove any of the alterations, additions or improvements made to the Premises during the Term except only those alterations, additions or improvements requiring Landlord's consent, to the extent Landlord conditioned its consent upon removal of the subject alteration, addition or improvement by Tenant at the expiration of the Term. With respect to such alterations, additions or improvements only, Tenant upon the written request of Landlord, shall upon the expiration of the Term, remove such alteration, addition or improvement at its cost and restore the Premises to its condition prior to such alteration, addition or improvement. Tenant shall maintain insurance as required by Section 11.2 covering any improvements, alterations or additions to the Premises made by Tenant under the provisions of this Section 8.1, it being understood and agreed that none of such improvements shall be insured by Landlordbusiness.

Tenant Improvements. Tenant (a) Landlord shall obtain construct, at Landlord's written consent prior to performing any alteration’s expense, addition or improvement on or certain improvements to the Premises; providedFirst Additional Space and the Second Additional Space in accordance with the space plan prepared by ArcTec dated February 15, however2011, that Landlord's consent shall not be required where a copy which is attached as Exhibit B (the contemplated work (i) does not include any alteration of the structural components of the Premises, and (ii) will not cost more than Two Hundred Fifty Thousand Dollars ($250,000.00) to complete. In the event Landlord's consent is required, such consent shall not be unreasonably withheld, conditioned or delayed. In all events, Tenant shall provide to Landlord a written description of any alterations (other than alterations involving expenditure of less than $10,000“Approved Space Plan”). All alterations, additions and Any such improvements to be made to the First Additional Space shall be constructed referred to herein as the “Initial Tenant Improvements” and any such improvements to be made to the Second Additional Space shall be referred to as the “Additional Tenant Improvements.” The Initial Tenant Improvements and the Additional Tenant Improvements shall be referred to collectively herein as the “Tenant Improvements.” Landlord shall construct the Tenant Improvements in a good and workmanlike manner in accordance with applicable laws and the Approved Space Plan. Landlord shall complete the Initial Tenant Improvements as soon as possible but in any event no later than March 31, 2011, subject only to delays caused by licensed contractors and force majeure. Landlord shall complete the Additional Tenant Improvements by March 31, 2013, subject only to delays caused by force majeure. The Tenant Improvements shall include new carpet in compliance with all applicable laws, regulations, CC&R's, zoning ordinances and building codes. Except as provided immediately below, all alterations, additions and improvements constructed in or on the Premises by Tenant shall remain on the Premises without compensation of any kind to Tenant upon expiration as of the Term. Tenant shall not be required to remove any of the alterations, additions or improvements made to the Premises during the Term except only those alterations, additions or improvements requiring Landlord's consent, to the extent Landlord conditioned its consent upon removal of the subject alteration, addition or improvement by Tenant at the expiration of the Term. With respect to such alterations, additions or improvements only, Tenant upon the written request of Landlord, shall upon the expiration of the Term, remove such alteration, addition or improvement at its cost and restore the Premises to its condition prior to such alteration, addition or improvement. Tenant shall maintain insurance as required by Section 11.2 covering any improvements, alterations or additions to the Premises made by Tenant under the provisions date of this Section 8.1, it being understood First Amendment and agreed that none of such improvements any and all electrical and mechanical work necessary to balance the HVAC system serving the Premises. The finishes for the Tenant Improvements shall be insured by Landlordconsistent with Building standard as to t-bar ceiling grid and tiles, carpeting, painting, hardware and other finish work.

Tenant Improvements. Landlord agrees to make certain improvements in accordance with the Tenant Work Letter attached as Exhibit C-1 attached hereto. Except as set forth in Exhibit C-1, and as specifically provided in the Tenant Work Letter (which is hereby incorporated into this Amendment), and except as otherwise expressly set forth in the Lease, Tenant shall obtain Landlord's written consent lease the Expansion Premises on an “As Is”, “Where Is” basis with all faults, without warranty of any kind, express or implied, including. without limitation, any warranty as to physical condition and Landlord shall have no obligation to improve, remodel, alter or otherwise modify the Expansion Premises prior to performing Tenant’s occupancy. Except as expressly set forth in the Lease and this Amendment, no representations, inducements, understanding or anything of any alterationnature whatsoever, addition made, stated or improvement represented by Landlord or anyone acting for or on Landlord’s behalf either orally or in writing, have induced Tenant to enter into this Amendment, and Tenant acknowledges, represents and warrants that Tenant has entered into this Amendment under and by virtue of Tenant’s own independent investigation. If the Expansion Premises are not in all respects entirely suitable for the use or uses to which the Expansion Premises or any part thereof will be put, then it is the sole responsibility and obligation of Tenant to take such action as may be necessary to place the Expansion Premises in a condition entirely suitable for such use or uses. Landlord represents to Tenant that, to the Premises; providedbest of Landlord’s knowledge, however, that Landlord's consent shall not be required where the contemplated work (i) does not include any alteration the Expansion Premises is free of the structural components asbestos and other hazardous or toxic materials in violation of the Premises, applicable laws and ordinances and toxic mold and (ii) will not cost more than Two Hundred Fifty Thousand Dollars ($250,000.00) the air quality of the Expansion Premises meet or exceed current legal requirements and/or professional standards. TENANT IS NOT RELYING ON ANY EXPRESS OR IMPLIED, ORAL OR WRITTEN REPRESENTATIONS OR WARRANTIES MADE BY LANDLORD, OTHER THAN THOSE EXPRESSLY SET FORTH IN THIS AMENDMENT AND THE LEASE AND TENANT HAS HAD THE OPPORTUNITY TO INSPECT THE EXPANSION PREMISES. Notwithstanding anything to complete. In the event Landlord's consent is requiredcontrary herein or in the work letter, such consent shall not be unreasonably withheld, conditioned or delayed. In all events, Tenant shall provide to Landlord a written description of any alterations (other than alterations involving expenditure of less than $10,000). All alterations, additions and improvements the Expansion Premises shall be constructed in a good delivered “as is” , including walls as they exist and workmanlike manner by licensed contractors and in compliance with all applicable laws, regulations, CC&R's, zoning ordinances and building codes. Except utilities as provided immediately below, all alterations, additions and improvements constructed in or on currently delivered to the Premises by Tenant shall remain on the Premises without compensation of any kind to Tenant upon expiration of the TermExpansion Premises. Tenant shall not be required to remove any responsible for all costs for reconfiguration of the alterationsExpansion Premises, additions including any demising or improvements made re-working of utilities subject to funding through the Premises during the Term except only those alterations, additions or improvements requiring Landlord's consent, to the extent Landlord conditioned its consent upon removal of the subject alteration, addition or improvement by Tenant at the expiration of the Term. With respect to such alterations, additions or improvements only, Tenant upon the written request of Landlord, shall upon the expiration of the Term, remove such alteration, addition or improvement at its cost and restore the Premises to its condition prior to such alteration, addition or improvement. Tenant shall maintain insurance as required by Section 11.2 covering any improvements, alterations or additions to the Premises made by Tenant under the provisions of this Section 8.1, it being understood and agreed that none of such improvements shall be insured by LandlordConstruction Allowance.

Tenant Improvements. Landlord, at Landlord’s expense on a turnkey basis, shall construct improvements to the Premises (the “Tenant Improvements”) in substantial accordance with the revised space plan and pricing notes prepared by Xxxxx Xxxxxx dated January 3, 2012, as revised on January 30, 2012, February 2, 2012 and April 13, 2012, respectively, attached hereto as Exhibit A and incorporated herein by reference, the said space plan and pricing notes being hereinafter referred to as the “Plans”. However, if Tenant requests any changes to the Plans, which changes are subject to Landlords prior approval, and if Landlord approves and makes such changes, and if such changes increase the cost of the Tenant Improvements, then in such case Tenant shall obtain Landlord's written consent prior to performing any alterationreimburse Landlord for the increased costs incurred in making such changes, addition or improvement on or to including, without limitation, increased architectural, labor, materials and contractors’ costs, within ten (10) days after receipt of an invoice for the Premises; providedsame, howeverand if such changes delay the completion of such Tenant Improvements, that Landlord's consent such delay shall not be required where deemed a delay caused by Tenant. Except for the contemplated work (i) does not include any alteration foregoing Tenant Improvements, Tenant shall accept the Premises for the remainder of the structural components current term, the Third Extended Term and any renewal or extension thereof, in “as is” condition, and Landlord shall have no obligation to upfit or improve the same or provide any allowance therefor. Tenant acknowledges and agrees that the construction of the Tenant Improvements may cause interference with Tenant’s use of the Premises, and (ii) will not cost more than Two Hundred Fifty Thousand Dollars ($250,000.00) to complete. In the event Landlord's consent is required, but such consent interference shall not be unreasonably withheldoperate to cause Annual or Monthly Base Rent or any other charge under the Lease, conditioned or delayed. In all events, Tenant shall provide to Landlord a written description of any alterations (other than alterations involving expenditure of less than $10,000). All alterations, additions and improvements shall be constructed in a good and workmanlike manner as amended by licensed contractors and in compliance with all applicable laws, regulations, CC&R's, zoning ordinances and building codes. Except as provided immediately below, all alterations, additions and improvements constructed in or on the Premises by Tenant shall remain on the Premises without compensation of any kind to Tenant upon expiration of the Term. Tenant shall not be required to remove any of the alterations, additions or improvements made to the Premises during the Term except only those alterations, additions or improvements requiring Landlord's consentthis Fifth Amendment, to the extent Landlord conditioned its consent upon removal of the subject alteration, addition xxxxx or improvement by Tenant at the expiration of the Term. With respect to such alterations, additions cause a constructive eviction or improvements only, Tenant upon the written request a breach of Landlord, shall upon the expiration ’s covenant of the Term, remove such alteration, addition or improvement at its cost and restore the Premises to its condition prior to such alteration, addition or improvement. Tenant shall maintain insurance as required by Section 11.2 covering any improvements, alterations or additions to the Premises made by Tenant under the provisions of this Section 8.1, it being understood and agreed that none of such improvements shall be insured by Landlordquiet enjoyment.

Tenant Improvements. Subject to the Leasehold Improvements Rider attached hereto, Tenant shall obtain Landlord's written consent prior not make or allow to performing be made any alterationalterations, addition physical additions or improvement on improvements in or to the PremisesPremises without first obtaining the written consent of Landlord, which consent may in the sole and absolute discretion of Landlord he denied. Landlord’s failure to respond in writing to Tenant’s request for any alterations, physical additions or improvements within fifteen (15) days of receipt thereof shall be deemed Landlord’s disapproval of such request. Any alterations, physical additions or improvements to the Premises made by or installed by either party hereto shall remain upon and be surrendered with the Premises and become the property of Landlord upon the expiration or earlier termination of this Lease without credit to Tenant; provided, however, that Landlord's consent shall not be required where the contemplated work (i) does not include any alteration of the structural components of the Premises, and (ii) will not cost more than Two Hundred Fifty Thousand Dollars ($250,000.00) to complete. In the event Landlord's consent is requiredat its option, such consent shall not be unreasonably withheld, conditioned or delayed. In all events, may require Tenant shall provide to Landlord a written description of any alterations (other than alterations involving expenditure of less than $10,000). All alterations, additions and improvements shall be constructed in a good and workmanlike manner by licensed contractors and in compliance with all applicable laws, regulations, CC&R's, zoning ordinances and building codes. Except as provided immediately below, all alterations, additions and improvements constructed in or on the Premises by Tenant shall remain on the Premises without compensation of any kind to Tenant upon expiration of the Term. Tenant shall not be required to remove any of physical improvements or additions and/or repair any alterations in order to restore the alterations, additions or improvements made Premises to the Premises during condition existing at the Term except only those alterationstime Tenant took possession, additions all costs of removal and/or alterations to be borne by Tenant. This clause shall not apply to moveable equipment, furniture or improvements requiring Landlord's consentmoveable trade fixtures owned by Tenant, to the extent Landlord conditioned its consent upon removal of the subject alteration, addition or improvement which may be removed by Tenant at the expiration end of the Term. With respect term of this Lease if Tenant is not then in default and if such equipment and furniture are not then subject to such alterationsany other rights, additions or improvements only, Tenant upon the written request liens and interests of Landlord, shall upon the expiration of the Term, remove such alteration, addition or improvement at its cost and restore the Premises to its condition prior to such alteration, addition or improvement. Tenant shall maintain insurance as required have no authority or power, express or implied, to create or cause any mechanic’s or materialman’s lien, charge or encumbrance of any kind against the Premises, the Property or any portion thereof. Tenant shall promptly cause any such liens that have arisen by Section 11.2 covering reason of any improvementswork claimed to have been undertaken by or through Tenant to be released by payment, alterations bonding or additions to the Premises made by otherwise within ten (10) days after Tenant under the provisions first has notice thereof, and shall indemnify and defend Landlord against liability or loss arising out of this Section 8.1any such claim (including, it being understood without limitation, legal fees and agreed that none of such improvements shall be insured by Landlordcourt costs).

Tenant Improvements. Tenant shall obtain Landlord's written consent prior have the right at any time, and from time to performing any alterationtime during the Term, addition to construct the Expansion Building and the Optional Improvements on the Premises (collectively, the “Tenant Improvements”), as Tenant shall deem necessary or improvement on or to desirable, which Tenant Improvements shall be made in compliance with the Premisesrequirements described in this Article 16; provided, however, that Landlord's consent any Optional Improvements to the Existing Building shall not be made in compliance with the requirements set forth in Article 17. Tenant shall be solely responsible for all costs and expenses in connection with any Tenant Improvements constructed on the Premises at no cost to Landlord other than, if required where the contemplated work (i) does not include any alteration by Section 1.3.2 of the structural components Purchase Agreement, the Building E Additional Purchase Price. Tenant shall reimburse Landlord for any extra expenses incurred by Landlord during the Term by reason of faulty work done by Tenant or its architects or contractors in connection with any of the PremisesTenant Improvements. Landlord will reasonably cooperate with Tenant’s obtaining of approvals from Governmental Authorities including providing letters of permission, consent letters, applications and similar authorizations. Upon payment of the Building E Additional Purchase Price, all Tenant Improvements shall (a) become part of the Premises and the property of Landlord, (b) remain upon and be surrendered with the Premises as a part thereof, and (iic) will not cost more than Two Hundred Fifty Thousand Dollars ($250,000.00) to complete. In the event Landlord's consent is required, such consent shall not be unreasonably withheld, conditioned or delayed. In all events, Tenant shall provide to Landlord a written description of any alterations (other than alterations involving expenditure of less than $10,000). All alterations, additions and improvements shall be constructed in a good and workmanlike manner by licensed contractors and in compliance with all applicable laws, regulations, CC&R's, zoning ordinances and building codes. Except as provided immediately below, all alterations, additions and improvements constructed in or on the Premises by Tenant shall remain on the Premises without compensation of any kind to Tenant upon expiration of the Term. Tenant shall and not be required to remove any of the alterations, additions or improvements made to the Premises during the Term except only those alterations, additions or improvements requiring Landlord's consent, to the extent Landlord conditioned its consent upon removal of the subject alteration, addition or improvement removed by Tenant at the expiration of the Term. With respect to such alterations, additions or improvements only, Tenant upon the written request of Landlord, shall upon the expiration of any time during the Term, remove such alteration, addition or improvement at its cost other than items that Tenant replaces with a comparable item of equal quality and restore quantity as existed as of the Premises to its condition prior to such alteration, addition or improvement. Tenant shall maintain insurance as required by Section 11.2 covering any improvements, alterations or additions to the Premises made by Tenant under the provisions of this Section 8.1, it being understood and agreed that none time of such improvements shall be insured by Landlordremoval.

Tenant Improvements. Tenant shall obtain Landlord's written consent prior Subject to performing any alteration, addition or improvement on or to the Premises; provided, however, that Landlord's consent shall not be required where the contemplated work (i) does not include any alteration of the structural components of the Premises, and (ii) will not cost more than Two Hundred Fifty Thousand Dollars ($250,000.00) to complete. In the event Landlord's consent is required, such consent shall not be unreasonably withheld, conditioned or delayed. In all eventsthis Section 4, Tenant shall provide accept the Suite 110 Premises in its “as is” condition (subject to Landlord's continuing repair and maintenance obligations, as outlined in Section 10 of the Lease (as may be amended)), and Landlord shall have no obligation to make any alterations or improvements thereto whatsoever (provided that Landlord shall deliver same in good and tenantable condition, broom clean, with all systems serving same in good working order). Any alterations that Tenant desires to make in the Suite 110 Premises shall be subject to all the terms and conditions 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 Xxxxxx in the Suite 110 Premises (the “Granted Allowance”) in conjunction with Xxxxxx’s initial occupancy of Suite 110 Premises. Provided no Event of Default then exists under the Lease, the Granted Allowance (or portions thereof) shall be disbursed to Tenant within thirty (30) days following Xxxxxx's submission to Landlord a written description of any paid invoices for work related to alterations (other than performed by Xxxxxx in the Suite 110 Premises, accompanied by waivers of liens executed by all contractors employed by Tenant for the performance of such work. If the cost of Xxxxxx's alterations involving expenditure in the Suite 110 Premises exceeds the amount of less than $10,000). All alterationsthe Granted Allowance, additions and improvements the excess shall be constructed in a good and workmanlike manner by licensed contractors and in compliance with all applicable laws, regulations, CC&R's, zoning ordinances and building codes. Except as provided immediately below, all alterations, additions and improvements constructed in or on the Premises paid by Tenant shall remain on after the Premises without compensation of any kind to Tenant upon expiration Granted Allowance is fully exhausted. Any portion of the Term. Granted Allowance that has not been applied (or contracted to be applied) in the manner set forth above by the date which is twelve (12) months following the Eighth Amendment Commencement Date shall revert to Landlord, and Tenant shall not be required to remove any of the alterations, additions or improvements made to the Premises during the Term except only those alterations, additions or improvements requiring Landlord's consent, to the extent Landlord conditioned its consent upon removal of the subject alteration, addition or improvement by Tenant at the expiration of the Term. With have no further rights with respect to such alterations, additions or improvements only, Tenant upon the written request of Landlord, shall upon the expiration of the Term, remove such alteration, addition or improvement at its cost and restore the Premises to its condition prior to such alteration, addition or improvement. Tenant shall maintain insurance as required by Section 11.2 covering any improvements, alterations or additions to the Premises made by Tenant under the provisions of this Section 8.1, it being understood and agreed that none of such improvements shall be insured by Landlordthereto.

Tenant Improvements. Tenant Landlord is providing the Premises in its current “AS IS” condition, without representation or warranty of any kind. Landlord shall obtain Landlord's written consent prior have no obligation to performing make any alteration, addition modifications or improvement on or alterations to the Premises. Landlord acknowledges that Tenant intends to construct certain improvements in the Premises (the “Tenant Improvements”). The costs of the Tenant Improvements shall be paid by Tenant; provided, however, that Landlord shall make available to Tenant an allowance of up to $28,000.00 (the “Allowance”). Upon receipt of paid receipt invoices, lien waivers, and any other information or documentation reasonably requested by Landlord's consent , Landlord shall reimburse Tenant from the Allowance for Tenant’s actual costs relating to the construction of the Tenant Improvements. The Allowance may not be required where used to offset Rent, or to reimburse Tenant for any costs or expenses not directly related to the contemplated work construction of the Tenant Improvements. The Tenant Improvements shall be constructed (i) does not include any alteration of in accordance with the structural components of the Premisesplans and specifications that have been approved by Landlord in writing, and (ii) will not cost more than Two Hundred Fifty Thousand Dollars ($250,000.00) to complete. In the event Landlord's consent is required, such consent shall not be unreasonably withheld, conditioned or delayed. In all events, Tenant shall provide to Landlord a written description of any alterations (other than alterations involving expenditure of less than $10,000). All alterations, additions and improvements shall be constructed in a good and workmanlike manner by licensed contractors using only new and first-grade materials, (iii) in compliance with all other applicable provisions in the Lease, and (iv) in compliance with all applicable governmental laws, ordinances, rules and regulations. If the cost of the Tenant Improvements exceeds the Allowance, CC&R's, zoning ordinances and building codes. Except as provided immediately below, all alterations, additions and improvements constructed in or on the Premises by Tenant shall remain on have sole responsibility for the Premises without compensation payment of any kind to Tenant upon expiration such excess cost. If the cost of the Term. Tenant’s Improvements is less than the Allowance, Tenant shall not be required entitled to remove any payment or credit for such excess amount. To the extent any portion of the alterationsAllowance has not been advanced to Tenant by March 1, additions or improvements made to 2009, the Premises during the Term except only those alterations, additions or improvements requiring Landlord's consent, to the extent Landlord conditioned its consent upon removal remaining portion of the subject alteration, addition or improvement by Tenant at the expiration Allowance as of the Term. With respect said date shall be forfeited to such alterations, additions or improvements only, Tenant upon the written request of Landlord, shall upon the expiration of the Term, remove such alteration, addition or improvement at its cost and restore the Premises to its condition prior to such alteration, addition or improvement. Tenant shall maintain insurance as required by Section 11.2 covering be solely responsible for the costs of any improvements, alterations or additions to the Premises made by Tenant under the provisions of this Section 8.1, it being understood Improvements on and agreed that none of such improvements shall be insured by Landlordafter said date.

Tenant Improvements. Except as specifically set forth herein or in the Tenant shall obtain Landlord's written consent prior Work Letter attached to performing any alterationthis Fourth Amendment as Exhibit B (the "Tenant Work Letter"), addition or improvement on or to the Premises; provided, however, that Landlord's consent Landlord shall not be required where obligated to provide or pay for any improvement work or services related to the contemplated work (i) does not include any alteration improvement of the structural components of the Fourth Expansion Premises, and (ii) will not cost more than Two Hundred Fifty Thousand Dollars ($250,000.00) to complete. In the event Landlord's consent is required, such consent shall not be unreasonably withheld, conditioned or delayed. In all events, Tenant shall provide accept the Fourth Expansion Premises in its presently existing, "as-is" condition, provided that Landlord shall deliver the Fourth Expansion Premises to Landlord Tenant fully decommissioned in good, vacant, broom clean condition, and otherwise in the same condition as of the date of this Fourth Amendment, in compliance with all Applicable Laws (to the extent necessary to maintain a written description certificate of any alterations (occupancy or its legal equivalent for the Fourth Expansion Premises), with the roof water-tight and shall cause the HVAC systems, plumbing, electrical systems, fire sprinkler system, lighting, emergency generators, and all other than alterations involving expenditure of less than $10,000). All alterations, additions Building systems serving the Fourth Expansion Premises to be in good operating condition and improvements shall be constructed in a good and workmanlike manner by licensed contractors repair and in compliance with all applicable lawsApplicable Laws (to the extent necessary to obtain or maintain a certificate of occupancy, regulationsor its legal equivalent, CC&R's, zoning ordinances and building codes. Except for the Fourth Expansion Premises) as provided immediately below, all alterations, additions and improvements constructed in or on the Premises by Tenant shall remain on the Premises without compensation of any kind to Tenant upon expiration of the TermFourth Expansion Commencement Date. Additionally, Tenant acknowledges that it shall continue to accept the Existing Premises in its presently existing "as-is" condition, and Landlord shall not be required obligated to remove provide or pay for any improvement work related to the improvement of Exhibit 10.1 the Existing Premises, provided that, the foregoing shall not relieve Landlord of any of its maintenance, repair or replacement obligations under the Lease, if any. Tenant also acknowledges that, except as expressly set forth herein, neither Landlord nor any agent of Landlord has made any representation or warranty regarding the condition of the Existing Premises, the Fourth Expansion Premises, or the Building or with respect to the suitability of any of the alterations, additions foregoing for the conduct of Tenant's business in the Existing Premises or improvements made to the Premises during the Term except only those alterations, additions or improvements requiring Landlord's consent, to the extent Landlord conditioned its consent upon removal of the subject alteration, addition or improvement by Tenant at the expiration of the Term. With respect to such alterations, additions or improvements only, Tenant upon the written request of Landlord, shall upon the expiration of the Term, remove such alteration, addition or improvement at its cost and restore the Premises to its condition prior to such alteration, addition or improvement. Tenant shall maintain insurance as required by Section 11.2 covering any improvements, alterations or additions to the Premises made by Tenant under the provisions of this Section 8.1, it being understood and agreed that none of such improvements shall be insured by LandlordFourth Expansion Premises.

Tenant Improvements. Tenant shall obtain Landlord's written consent prior not make or allow to performing be made ------------------- any alterationalterations, addition physical additions or improvement on improvements in or to the PremisesPremises without first obtaining the written consent of Landlord, which consent, not to be unreasonably withheld, may in the sole and absolute discretion of Landlord be denied. Any alterations, physical additions or improvements to the Premises made by or installed by either party hereto shall remain upon and be surrendered with the Premises and become the property of Landlord upon the expiration or earlier termination of this Lease without credit to Tenant; provided, however, that Landlord's consent shall not be required where the contemplated work (i) does not include any alteration of the structural components of the Premises, and (ii) will not cost more than Two Hundred Fifty Thousand Dollars ($250,000.00) to complete. In the event Landlord's consent is requiredat its option, such consent shall not be unreasonably withheld, conditioned or delayed. In all events, may require Tenant shall provide to Landlord a written description of any alterations (other than alterations involving expenditure of less than $10,000). All alterations, additions and improvements shall be constructed in a good and workmanlike manner by licensed contractors and in compliance with all applicable laws, regulations, CC&R's, zoning ordinances and building codes. Except as provided immediately below, all alterations, additions and improvements constructed in or on the Premises by Tenant shall remain on the Premises without compensation of any kind to Tenant upon expiration of the Term. Tenant shall not be required to remove any of physical improvements or additions and/or repair any alterations in order to restore the alterations, additions or improvements made Premises to the Premises during condition existing at the Term except only those alterationstime Tenant took possession, additions all costs of removal and/or alterations to be borne by Tenant. This clause shall not apply to moveable equipment, furniture or improvements requiring Landlord's consentmoveable trade fixtures owned by Tenant, to the extent Landlord conditioned its consent upon removal of the subject alteration, addition or improvement which may be removed by Tenant at the expiration end of the Term. With respect term of this Lease if Tenant is not then in default and if such equipment and furniture are not then subject to such alterationsany other rights, additions or improvements only, Tenant upon the written request liens and interests of Landlord, shall upon the expiration of the Term, remove such alteration, addition or improvement at its cost and restore the Premises to its condition prior to such alteration, addition or improvement. Tenant shall maintain insurance as required have no authority or power, express or implied, to create or cause any mechanic's or materialmen's lien, charge or encumbrance of any kind against the Premises, the Property or any portion thereof. Tenant shall promptly cause any such liens that have arisen by Section 11.2 covering reason of any improvementswork claimed to have been undertaken by or through Tenant to be released by payment, alterations bonding or additions to the Premises made by Tenant under the provisions of this Section 8.1, it being understood and agreed that none of such improvements shall be insured otherwise within thirty (30) days after request by Landlord, and shall indemnify Landlord against losses arising out of any such claim (including, without limitation, legal fees and court costs).

Tenant Improvements. Tenant improvements will include those items specified in Exhibit "C" hereto attached. Subject to delay occasioned by causes beyond Landlord's reasonable control, including but not limited to the obtaining of the required governmental construction permits and obtaining all governmental approvals and the certificate of occupancy, Landlord agrees, at Landlord's cost and expense, to commence the construction of the interior improvements and perform its obligations pursuant to Exhibit "C" and to complete the same in a reasonable time. After the Landlord has completed construction of the Facilities substantially in accordance with Exhibit "C" and notified Tenant in writing of the completion, Tenant shall obtain Landlordhave ten (10) days or until Tenant's written consent prior occupancy date, whichever occurs first, in which to performing any alteration, addition or improvement on or to inspect the Premises; provided. If Tenant finds that the Premises have not been constructed in accordance with Exhibit "C", howeverit shall notify Landlord of such fact, that Landlord's consent indicating the particular items which are incomplete or improperly constructed, and Landlord shall not be required where complete or correct such work. Upon the contemplated completion of such work (i) or in the event Tenant does not include any alteration of notify the structural components of Landlord within such ten (10) day period that the Premises are not satisfactory or if the Tenant occupies the Premises, and (ii) will not cost more than Two Hundred Fifty Thousand Dollars ($250,000.00) Tenant shall be deemed to completehave accepted the Premises in its then condition "as is", "where is", without any warranties of any kind. Landlord shall be responsible for no other improvements of any kind whatsoever. In the event Landlord's consent is requiredthe leased premises should not be ready for occupancy by the commencement date for any reason whatsoever, such consent Landlord shall not be unreasonably withheldliable or responsible for any claims, conditioned damages or delayed. In all eventsliabilities in connection therewith or, Tenant shall provide to Landlord a written description of any alterations (other than alterations involving expenditure of less than $10,000). All alterations, additions and improvements shall be constructed in a good and workmanlike manner by licensed contractors and in compliance with all applicable laws, regulations, CC&R's, zoning ordinances and building codes. Except as provided immediately below, all alterations, additions and improvements constructed in or on the Premises by Tenant shall remain on the Premises without compensation of any kind to Tenant upon expiration of the Term. Tenant shall not be required to remove any of the alterations, additions or improvements made to the Premises during the Term except only those alterations, additions or improvements requiring Landlord's consent, to the extent Landlord conditioned its consent upon removal of the subject alteration, addition or improvement by Tenant at the expiration of the Term. With respect to such alterations, additions or improvements only, Tenant upon the written request of Landlord, shall upon the expiration of the Term, remove such alteration, addition or improvement at its cost and restore the Premises to its condition prior to such alteration, addition or improvement. Tenant shall maintain insurance as required by Section 11.2 covering any improvements, alterations or additions to the Premises made by Tenant under the provisions of this Section 8.1, it being understood and agreed that none of such improvements shall be insured by Landlordreason thereof.

Tenant Improvements. Tenant shall obtain Landlord's written consent prior to performing any alteration, addition or improvement on or to the Premises; provided, however, that Landlord's consent shall not be required where the contemplated work (i) does not include any alteration of the structural components of the Premises, and (ii) will not cost more than Two Hundred Fifty Thousand Dollars ($250,000.00) to complete. In the event Landlord's consent is requiredof damage to or destruction of Tenant Improvements located within the Premises or in the event Tenant Improvements located within the Premises are declared unsafe or unfit for use or occupancy by a public entity with the authority to make and enforce such declaration, such consent Tenant shall, within thirty (30) days, commence and diligently pursue to completion the repair, replacement, or reconstruction of Tenant Improvements to the same size as they existed immediately prior to the event causing the damage or destruction, as necessary to permit full use and occupancy of the Premises for the purposes required by the Lease. Repair, replacement, or reconstruction of Tenant Improvements within the Premises shall be accomplished in a manner and according to plans approved by the Director, which approval shall not be unreasonably withheld, conditioned delayed or delayedconditioned, provided however that if the event causing the damage was an extraordinary occurrence not caused by Tenant (e.g. earthquake hurricane, tornado, tsunami, explosion, act of terror, war, or other casualty beyond the reasonable control of Tenant), Tenant may elect not to so repair or replace such improvements, in its sole discretion (provided that if the improvements are not to be repaired or replaced, then they shall be placed into a safe condition or removed), and the Rent shall be reduced accordingly based upon the reduction in use. In all eventsCounty shall not be liable for any damage to Tenant Improvements or Tenant personal property or of others located on the Premises, nor for the loss of or damage to any property of Tenant or others by theft or otherwise. All property of Tenant kept or stored on the Premises shall be so kept or stored at the risk of Tenant, unless such damage is caused by County willful misconduct or gross negligence. Notwithstanding the foregoing, should the Premises be substantially damaged (and not repaired by County) or the Tenant Improvements substantially damaged (and not repaired by Tenant) such that Tenant cannot make use of the Premises as contemplated by this Lease, Tenant shall provide have the right to Landlord a terminate this Lease upon thirty (30) days’ written description of any alterations (other than alterations involving expenditure of less than $10,000). All alterations, additions and improvements shall be constructed in a good and workmanlike manner by licensed contractors and in compliance with all applicable laws, regulations, CC&R's, zoning ordinances and building codes. Except as provided immediately below, all alterations, additions and improvements constructed in notice to County after Tenant makes Tenant Improvements safe or on the Premises by Tenant shall remain on the Premises without compensation of any kind to Tenant upon expiration of the Term. Tenant shall not be required to remove any of the alterations, additions or improvements made to the Premises during the Term except only those alterations, additions or improvements requiring Landlord's consent, to the extent Landlord conditioned its consent upon removal of the subject alteration, addition or improvement by Tenant at the expiration of the Term. With respect to such alterations, additions or improvements only, Tenant upon the written request of Landlord, shall upon the expiration of the Term, remove such alteration, addition or improvement at its cost and restore the Premises to its condition prior to such alteration, addition or improvement. Tenant shall maintain insurance as required by Section 11.2 covering any improvements, alterations or additions to the Premises made by Tenant under the provisions of this Section 8.1, it being understood and agreed that none of such improvements shall be insured by Landlordsecure.

Tenant Improvements. Tenant shall obtain Landlord's written consent prior not make or allow to performing be made any alteration, addition alterations or improvement on physical additions in or to the Premisesleased premises without first obtaining the written consent of Landlord, which consent may in the sole and absolute discretion of Landlord be denied. Any alterations, physical additions or improvements to the leased premises made by Tenant shall at once become the property of Landlord and shall be surrendered to Landlord upon the termination of this Lease; provided, however, that Landlord's consent , at its option, may require Tenant to remove any physical additions and/or repair any alterations in order to restore the leased premises to the condition existing at the time Tenant took possession, all costs of removal and/or alterations to be borne by Tenant. This clause shall not apply to moveable equipment or furniture owned by Tenant, which may be required where removed by Tenant at the contemplated work (i) does not include any alteration end of the structural components term of this Lease if Tenant is not then in default and if such equipment and furniture are not then subject to any other rights, liens and interests of Landlord and such removal can be accomplished without material change to the Premises, and (ii) will not cost more than Two Hundred Fifty Thousand Dollars ($250,000.00) to completeleased premises. In the event Landlord's consent is required, Upon completion of any such consent shall not be unreasonably withheld, conditioned or delayed. In all eventswork by Tenant, Tenant shall provide Landlord with "as built plans", copies of all construction contracts and proof of payment for all labor and materials. To defray Landlord's costs associated with the approval and oversight of Tenant's Improvements and to confirm that such improvements are in accordance with the terms of this Lease and complies with all applicable codes and ordinances, Tenant shall pay to Landlord a written description construction management fee equal to ten percent (10%) of any alterations (other than alterations involving expenditure the cost of less than $10,000)such improvements. All alterations, additions and improvements Such fee shall be constructed in a good and workmanlike manner by licensed contractors and in compliance with all applicable laws, regulations, CC&R's, zoning ordinances and building codes. Except as provided immediately below, all alterations, additions and improvements constructed in or on the Premises by Tenant shall remain on the Premises without compensation of any kind to Tenant upon expiration of the Term. Tenant shall not be required to remove any of the alterations, additions or improvements made to the Premises during the Term except only those alterations, additions or improvements requiring Landlord's consent, to the extent Landlord conditioned its consent upon removal of the subject alteration, addition or improvement by Tenant at the expiration of the Term. With respect to such alterations, additions or improvements only, Tenant upon the written request of Landlord, shall upon the expiration of the Term, remove such alteration, addition or improvement at its cost and restore the Premises to its condition paid one-half prior to such alteration, addition or improvement. Tenant shall maintain insurance as required by Section 11.2 covering any improvements, alterations or additions to the Premises made by Tenant under the provisions of this Section 8.1, it being understood and agreed that none commencement of such improvements shall be insured by Landlordand one-half upon completion thereof.

Tenant Improvements. The Fifth Expansion Space shall be delivered by ------------------- Landlord to Tenant in its "as-is" broom-clean condition with existing carpet as of the Fifth Expansion Space Commencement Date, except as provided in Sections 2(b) and 3 above, without any representations or warranties of any kind. Tenant agrees and acknowledges that Landlord shall have no obligation to make any repairs or improvements whatsoever to the Fifth Expansion Space (or the Building or any portion of the Existing Premises), except that Landlord shall: (i) provide all electrical, plumbing, HVAC and roof systems within the Fifth Expansion Space in good working condition as of the Fifth Expansion Space Commencement Date, (ii) repaint the interior of the Fifth Expansion Space, and (iii) provide to Tenant the "Tenant Improvement Allowance" (as described in the ---------------------------- "Tenant Improvement Agreement" attached hereto as Exhibit B), subject to the ---------------------------- --------- terms and conditions set forth in the Tenant Improvement Agreement (including the increase to the Fifth Expansion Space Base Monthly Rent described therein if Tenant uses any portion of the Tenant Improvement Allowance). Except as expressly noted above, Tenant shall obtain Landlord's written consent prior be solely responsible for performing all other improvements within the Building and the Fifth Expansion Space that are desired by Tenant or which are necessary to performing any alteration, addition or improvement on or to comply with applicable Laws. Tenant further agrees and acknowledges that the Premises; provided, however, that Landlord's consent Fifth Expansion Space Commencement Date shall not be required where dependent upon the contemplated work (i) does not include any alteration completion of the structural components of the Premises, and (ii) will not cost more than Two Hundred Fifty Thousand Dollars ($250,000.00) to complete. In the event Landlord's consent is required, such consent shall not be unreasonably withheld, conditioned or delayed. In all events, Tenant shall provide to Landlord a written description of any alterations (other than alterations involving expenditure of less than $10,000). All alterations, additions and improvements shall be constructed in a good and workmanlike manner by licensed contractors and in compliance with all applicable laws, regulations, CC&R's, zoning ordinances and building codes. Except as provided immediately below, all alterations, additions and improvements constructed in or on the Premises by Tenant shall remain on the Premises without compensation of any kind to Tenant upon expiration of the Term. Tenant shall not be required to remove any of the alterations, additions foregoing repairs or improvements made to the Premises during the Term except only (including those alterations, additions or improvements requiring which are Landlord's consent, to the extent Landlord conditioned its consent upon removal of the subject alteration, addition or improvement by Tenant at the expiration of the Term. With respect to such alterations, additions or improvements only, Tenant upon the written request of Landlord, shall upon the expiration of the Term, remove such alteration, addition or improvement at its cost and restore the Premises to its condition prior to such alteration, addition or improvement. Tenant shall maintain insurance as required by Section 11.2 covering any improvements, alterations or additions to the Premises made by Tenant under the provisions of this Section 8.1, it being understood and agreed that none of such improvements shall be insured by Landlord.responsibility

Tenant Improvements. Tenant shall obtain Landlord's written consent prior to performing 6.1 Except as expressly provided herein, any alteration, addition or improvement on or tenant improvements to the Premises; providedPremises shall be constructed by Sublessee in accordance with the terms of Exhibit B to the Lease (the "Tenant Improvement Agreement"). Sublessee shall submit to Landlord complete, however, that Landlord's consent finished drawings and specifications (the "Plans") for the tenant improvements to be constructed by Sublessee (the "Tenant Improvements") together with a proposed schedule for completion. The Plans shall not reflect and be required where the contemplated work in accordance with (i) does not include any alteration of the structural components of the Premisesa space plan approved by Landlord, and (ii) will not cost more than Two Hundred Fifty Thousand Dollars ($250,000.00) to complete. In the event that certain list of Landlord's consent is required, such consent shall not be unreasonably withheld, conditioned or delayedRequired Specifications attached as Appendix 1 of the Tenant Improvement Agreement. In all events, Tenant shall provide Sublessee intends to Landlord submit a written description of any alterations (other than alterations involving expenditure of less than $10,000). All alterations, additions and space plan depicting tenant improvements shall be constructed in a good and workmanlike manner by licensed contractors and in compliance with all applicable laws, regulations, CC&R's, zoning ordinances and building codes. Except as provided immediately below, all alterations, additions and improvements constructed in or on to the Premises by Tenant shall remain substantially as shown and/or described on Exhibit B to this Sublease. Notwithstanding anything set forth herein, provided that Landlord approves the Premises without compensation of any kind to Tenant upon expiration of Plans, the Term. Tenant Final Plans, Sublessee's architect, engineers and contractors, Sublessee's insurance and payment and performance bonds, and Tenant's Work, Sublessee shall not be required to remove obtain Sublessor's approval of any such matters. Sublessee will indemnify Sublessor and hold Sublessor harmless from and against all liability, costs, damages, claims, demands and expenses, including reasonable attorney's fees and costs, arising out of or in any way connected with the immediately preceding Sublease provision and the Tenant Improvement Agreement. So long as Landlord approves any disbursements of the alterationsTenant Improvement Allowance, additions or improvements made to the Premises during the Term except only those alterations, additions or improvements requiring Landlord's consent, to the extent Landlord conditioned its consent upon removal of the subject alteration, addition or improvement by Tenant at the expiration of the Term. With respect Sublessor shall deem all conditions to such alterations, additions or improvements only, Tenant upon the written request of Landlord, shall upon the expiration of the Term, remove such alteration, addition or improvement at its cost and restore the Premises disbursements to its condition prior to such alteration, addition or improvement. Tenant shall maintain insurance as required by Section 11.2 covering any improvements, alterations or additions to the Premises made by Tenant under the provisions of this Section 8.1, it being understood and agreed that none of such improvements shall be insured by Landlordhave been satisfied.

Tenant Improvements. (a) Tenant shall obtain Landlord's written consent prior to performing construct any alteration, addition or improvement on or Tenant Improvements to the PremisesPremises in accordance with the provisions of the Work Letter Agreement attached as Exhibit D to the Lease; provided, however, that Landlord's consent the Paragraphs 5 and 6 of the Work Letter Agreement shall not be required where applicable. Landlord shall instead provide Tenant with an allowance for the contemplated work (i) does not include design and construction of any alteration Tenant Improvements to the Premises in the amount of the structural components of the Premises, and (ii) will not cost more than Two One Million Four Hundred Fifty Thousand Dollars ($250,000.001,400,000) (the “Tenant Improvements Allowance”) and Landlord shall make the Tenant Improvement Allowance available to completeTenant at any time during the 2015 and 2016 calendar years (the “Construction Period”). In Landlord and Tenant agree that the event construction of any Tenant Improvements may be completed in phases if desired by Tenant. Therefore, notwithstanding anything contained in this Paragraph 7 or Exhibit D to the Lease to the contrary, Tenant shall be allowed to submit “Final Plans and Specifications” (as defined in the Exhibit D) for any Tenant Improvements to Landlord in multiple phases during the Construction Period. Tenant shall not, however, make any material changes to any Final Plans and Specifications which have been approved by Landlord without Landlord's consent is required’s prior written consent, such which consent shall not be unreasonably withheld, conditioned or delayed. In all events, Tenant shall provide to Landlord a written description of any alterations (other than alterations involving expenditure of less than $10,000). All alterations, additions and improvements shall be constructed in a good and workmanlike manner by licensed contractors and in compliance with all applicable laws, regulations, CC&R's, zoning ordinances and building codes. Except as provided immediately below, all alterations, additions and improvements constructed in or on the Premises by Tenant shall remain on the Premises without compensation of any kind to Tenant upon expiration of the Term. Tenant shall not be required to remove any of the alterations, additions or improvements made to the Premises during the Term except only those alterations, additions or improvements requiring Landlord's consent, to the extent Landlord conditioned its consent upon removal of the subject alteration, addition or improvement by Tenant at the expiration of the Term. With respect to such alterations, additions or improvements only, Tenant upon the written request of Landlord, shall upon the expiration of the Term, remove such alteration, addition or improvement at its cost and restore the Premises to its condition prior to such alteration, addition or improvement. Tenant shall maintain insurance as required by Section 11.2 covering any improvements, alterations or additions to the Premises made by Tenant under the provisions of this Section 8.1, it being understood and agreed that none of such improvements shall be insured by Landlord.

Tenant Improvements. Notwithstanding any provision of the Lease (including Article 1.3 of the Original Lease), Tenant shall obtain occupy Suite 210 in its current "AS IS" condition without any obligation on Landlord's written consent part to construct or pay for any Base Building Work, tenant improvements or refurbishment work in or for Suite 210 prior to performing delivering possession of Suite 210 to Tenant. Accordingly, the provisions of Article 1.3 of the Original Lease and any alteration, addition or improvement on or Work Letter attached to the PremisesLease are not applicable to Suite 210. Notwithstanding the foregoing sentence, Landlord will provide Tenant with a tenant improvement allowance ("Tenant Improvement Allowance") in the amount of up to, but not exceeding, $3.86 per rentable square foot of Suite 210 (i.e., $40,437.36) and an additional allowance (the "Additional Allowance") in the amount of up to, but not exceeding, $0.22 per square rentable square foot of Suite 210 (i.e., $2,252.34) (the Tenant Improvement Allowance and Additional Allowance shall collectively be referred to as the "Allowances"). Tenant may use the Allowances to help pay for the cost of the tenant improvements and alterations it desires to make Suite 210 and any other part of the Demised Premises which Tenant leases in the Building at any time after the date hereof and during the term of the Original Lease pursuant to the provisions of Article 4.1 of the Original Lease; provided, however, that Landlord's consent (i) the Additional Allowance shall only be used to pay costs and fees of the architect and engineers for the plans for such tenant improvements and alterations, (ii) Tenant Improvement Allowance shall not be required where used for any personal property of Tenant including but not limited to telephone and data cabling or appliances, and iii) in the contemplated work (i) event Tenant does not include any alteration use the entire amount of the structural components of the PremisesAllowances to pay for such tenant improvement costs, and (ii) will not cost more than Two Hundred Fifty Thousand Dollars ($250,000.00) to complete. In the event Landlord's consent is required, such consent shall not be unreasonably withheld, conditioned or delayed. In all events, Tenant shall provide to Landlord a written description of any alterations (other than alterations involving expenditure of less than $10,000). All alterations, additions and improvements shall be constructed in a good and workmanlike manner by licensed contractors and in compliance with all applicable laws, regulations, CC&R's, zoning ordinances and building codes. Except as provided immediately below, all alterations, additions and improvements constructed in or on the Premises by Tenant shall remain on the Premises without compensation of any kind to Tenant upon expiration of the Term. Tenant shall not be required entitled to remove any of the alterations, additions credits or improvements made to the Premises during the Term except only those alterations, additions or improvements requiring Landlord's consent, to the extent Landlord conditioned its consent upon removal of the subject alteration, addition or improvement by Tenant at the expiration of the Term. With respect to such alterations, additions or improvements only, Tenant upon the written request of Landlord, shall upon the expiration of the Term, remove such alteration, addition or improvement at its cost and restore the Premises to its condition prior to such alteration, addition or improvement. Tenant shall maintain insurance as required by Section 11.2 covering any improvements, alterations or additions to the Premises made by Tenant under the provisions of this Section 8.1, it being understood and agreed that none of such improvements shall be insured by Landlordrefunds thereof.