Common use of Tenant Improvements Clause in Contracts

Tenant Improvements. Tenant, at its sole cost and expense, shall ------------------- construct and install within the Premises its desired tenant improvements and other improvements in accordance with the Approved Working Drawings (defined below), which tenant improvements may include, without limitation, (i) demolition of certain limited existing interior walls and other improvements within the Premises, (ii) construction, installation and/or reconfiguration of certain ceilings, interior walls and partitions, interior finishing of exterior walls (including, without limitation, the plastering, furring, drywalling, taping and/or other finishing of such walls), interior doors, floor coverings and the preparation of all floors for same, cabinetry and millwork, restrooms, light fixtures, wall coverings and other improvements, finishings and painting within the Premises, (iii) modifications to floors for above-normal floor loading requirements of Tenant, (iv) modifications reasonably required by Tenant to the heating, ventilating and air conditioning ("HVAC") systems, ducts and means of distribution for the same within the Premises, (v) improvements, additions, alterations and fixtures within the buildings on the Premises necessary for all Tenant Improvements and all portions of all buildings affected by the Tenant Improvements to comply with all applicable codes, statutes, rules, regulations, ordinances and orders of any federal, state, county or municipal agency having jurisdiction over the Premises including all local, state and federal requirements for disability access including, without limitation, the Americans With Disabilities Act, 42 U.S.C. Section 1201 et seq. and California Government Code Section 4450 et seq. (collectively, "ADA"), (vi) all telephone, telecommunication, computer and data systems, switch room, cabling, lines, conduit, receptacles, switches and related equipment and improvements running from point of entry in the Premises, and (vii) all other necessary, desirable or required improvements, alterations, fixtures and finishes which are to be installed within or incorporated into the Premises by Tenant (collectively, the "Tenant Improvements"). Tenant shall commence to construct and install the Tenant Improvements at Tenant's sole cost and expense promptly from and after Commencement Date and diligently pursue to completion, subject to Force Majeure delays, the construction of all Tenant Improvements.

Tenant Improvements. TenantLandlord is providing the basic Premises in its current “AS IS” condition, without representation or warranty of any kind, and Landlord shall have no obligation to make any modifications or alterations to the Premises except as specifically set forth in this Section 17.1. Notwithstanding the foregoing, Landlord agrees at its sole cost to (i) construct demising walls to separate the Premises from the remainder of the Building, (ii) install separate meters to measure the gas and electricity being used at the Premises; and (iii) physically separate the fire sprinkler system serving the Premises (the “Landlord Improvements”). Landlord shall complete the Landlord Improvements in compliance with all applicable Laws. Item (iii) of the Landlord improvements shall include physically repositioning any fire sprinkler heads required for the construction of the demising walls; item (iii) of the Landlord Improvements shall specifically exclude any other alterations to the fire sprinkler system in the Premises, or any alterations to the fire sprinkler system in the Premises that are required to comply with any Laws; notwithstanding anything to the contrary in this Lease, any such alterations to the fire sprinkler system in the Premises, to the extent required by Tenant or applicable Laws, shall be completed by Tenant at its sole cost and expense, shall ------------------- construct and install within . Landlord agrees to coordinate the Premises its desired tenant improvements and other improvements in accordance with (the Approved Working Drawings (defined below), which tenant improvements may include, without limitation, (i“Tenant Improvements”) demolition described on Exhibit 17.1.1 attached hereto. The costs of certain limited existing interior walls and other improvements within the Premises, (ii) construction, installation and/or reconfiguration of certain ceilings, interior walls and partitions, interior finishing of exterior walls (including, without limitation, the plastering, furring, drywalling, taping and/or other finishing of such walls), interior doors, floor coverings and the preparation of all floors for same, cabinetry and millwork, restrooms, light fixtures, wall coverings and other improvements, finishings and painting within the Premises, (iii) modifications to floors for above-normal floor loading requirements of Tenant, (iv) modifications reasonably required by Tenant to the heating, ventilating and air conditioning ("HVAC") systems, ducts and means of distribution for the same within the Premises, (v) improvements, additions, alterations and fixtures within the buildings on the Premises necessary for all Tenant Improvements and all portions of all buildings affected by the Tenant Improvements shall be the sole responsibility of Tenant; provided, however, that Landlord shall provide Tenant with an allowance of up to comply with $120,000.00 (the “Allowance”). Landlord shall use the Allowance to pay: (1) all costs and expenses directly incurred by Landlord, if any, in the construction of the Tenant Improvements (including all applicable codes, statutes, rules, regulations, ordinances licenses and orders of any federal, state, county or municipal agency having jurisdiction over the Premises including all local, state and federal requirements for disability access including, without limitation, the Americans With Disabilities Act, 42 U.S.C. Section 1201 et seq. and California Government Code Section 4450 et seq. permits); (collectively, "ADA"), (vi2) all telephone, telecommunication, computer costs and data systems, switch room, cabling, lines, conduit, receptacles, switches expenses directly incurred by Landlord for the preparation or review of all plans and related equipment and improvements running from point of entry in specifications for the Premises, Tenant Improvements; and (vii3) all a construction supervision fee to Landlord’s construction agent, CB Xxxxxxx Xxxxx, equal to 6% of the actual costs of construction of the Tenant Improvements. If the cost of the Tenant Improvements exceeds the Allowance, then Tenant shall pay such excess cost to Landlord as Additional Rent pursuant to Section 2.2. If the cost of the Tenant Improvements is less than the Allowance, then Tenant shall not be entitled to any payment or credit for such excess amount. Any other necessary, desirable or required improvements, alterations, fixtures and finishes which are improvements made to be installed within or incorporated into the Premises by Tenant (collectively, the "Tenant Improvements"). Tenant shall commence to construct and install the Tenant Improvements be at Tenant's ’s sole cost expense, and expense promptly from and after Commencement Date and diligently pursue to completion, shall be deemed an “Alteration” subject to Force Majeure delays, the construction Article 8 of all Tenant Improvementsthis Lease.

Tenant Improvements. TenantThe Lessee shall have the right to design and select the tenant improvements for the Premises, subject to the review and approval of the Lessor. All tenant improvements shall be constructed, supplied, and installed according to the standard specifications of the Lessor for tenant improvements which are described on Exhibit E, attached hereto, unless otherwise approved in writing by the Lessor, which approval may be given or withheld in the Lessor's reasonable discretion. The Lessee shall use XXXXXXXX XXXXXXX DESIGN GROUP (the "Architect") for the purpose of designing the tenant improvements and preparing plans and specifications for the construction thereof. Tenant improvements shall include all improvements serving or located within the Premises, including without limitation, framing of demising walls for the Premises, drywalling, taping and painting of the interior surfaces of such demising walls, interior drywall partitions and walls, flooring and carpeting, interior doors and glass, cabinets, built-in fixtures and furnishings, electrical or other utilities, a proportionate share (based on useable area) of the building's VAV-HVAC system, VAV-HVAC mixing boxes, distribution ducting, vents and outlets, surface mounted electrical and plumbing fixtures and electrical outlets, acoustical tile, drop ceilings and all other improvements made to the Premises (the "Tenant Improvements"). The Lessee shall, at its sole cost and expense, shall ------------------- construct and install within cause the space plan for the Premises its desired tenant improvements showing the design, layout and other improvements in accordance with the Approved Working Drawings (defined below), which tenant improvements may include, without limitation, (i) demolition location of certain limited existing interior walls and other improvements within the Premises, (ii) construction, installation and/or reconfiguration of certain ceilings, interior walls and partitions, interior finishing of exterior walls (including, without limitation, the plastering, furring, drywalling, taping and/or other finishing of such walls), interior doors, floor coverings and the preparation of all floors for same, cabinetry and millwork, restrooms, light fixtures, wall coverings and other improvements, finishings and painting within the Premises, (iii) modifications to floors for above-normal floor loading requirements of Tenant, (iv) modifications reasonably required by Tenant to the heating, ventilating and air conditioning ("HVAC") systems, ducts and means of distribution for the same within the Premises, (v) improvements, additions, alterations and fixtures within the buildings on the Premises necessary for all Tenant Improvements and all portions of all buildings affected by the Tenant Improvements to comply with all applicable codes, statutes, rules, regulations, ordinances and orders of any federal, state, county or municipal agency having jurisdiction over (the Premises including all local, state and federal requirements for disability access including, without limitation, the Americans With Disabilities Act, 42 U.S.C. Section 1201 et seq. and California Government Code Section 4450 et seq. (collectively, "ADASpace Plan"), (vi) all telephone, telecommunication, computer and data systems, switch room, cabling, lines, conduit, receptacles, switches and related equipment and improvements running from point of entry in the Premises, and (vii) all other necessary, desirable or required improvements, alterations, fixtures and finishes which are to be installed within or incorporated into prepared, prosecuted and delivered on the Premises by Tenant (collectively, the "Tenant Improvements"). Tenant shall commence to construct and install the Tenant Improvements at Tenant's sole cost and expense promptly from and after Commencement Date and diligently pursue to completion, subject to Force Majeure delays, the construction of all Tenant Improvements.following schedule:

Tenant Improvements. TenantUnless specified otherwise herein, at its sole Tenant shall bear and pay the cost and expense, of the Tenant Improvements (which cost shall ------------------- construct and install within the Premises its desired tenant improvements and other improvements in accordance with the Approved Working Drawings (defined below), which tenant improvements may include, without limitation, (i) demolition the costs of certain limited existing interior walls and other improvements within construction as provided for in the Premises, (ii) construction, installation and/or reconfiguration of certain ceilings, interior walls and partitions, interior finishing of exterior walls (including, without limitationTenant Improvement Contractor’s contract, the plasteringcost of permits, furringall architectural, drywallingdesign, taping and/or other finishing space planning, and engineering services obtained by Tenant in connection with Tenant Improvements, laboratory and office improvements, wiring and cabling costs, cubicle costs and all costs and expenses incurred in readying the Generator and the Chiller System in proper working order) whether or not incurred by Tenant prior to or following the Lease Commencement Date; provided that so long as Tenant is not in default under the Lease, Landlord shall contribute a maximum of such walls$5.00 per rentable square foot, for an aggregate maximum of $92,560.00 (the “Tenant Improvement Allowance”), interior doors, floor coverings and the preparation of all floors which shall be utilized only for same, cabinetry and millwork, restrooms, light fixtures, wall coverings and other improvements, finishings and painting within the Premises, (iii) modifications to floors for above-normal floor loading requirements of Tenant, (iv) modifications reasonably required by Tenant building improvements to the heatingBuilding; architectural, ventilating design fees; consultant fees for audio/visual, telephone, security and air conditioning computer systems; mechanical/electrical engineers; actual out of pocket moving costs; and construction management, and not for furniture costs, any third party consulting or contracting fees ("HVAC") systemsexcept for Tenant’s architect’s fees, ducts and means Project management fees, out of distribution for the same within the Premises, (v) improvements, additions, alterations and fixtures within the buildings on the Premises necessary for all Tenant Improvements and all portions of all buildings affected by the Tenant Improvements to comply with all applicable codes, statutes, rules, regulations, ordinances and orders of any federal, state, county pocket moving costs or municipal agency having jurisdiction over the Premises including all local, state and federal requirements for disability access including, without limitation, the Americans With Disabilities Act, 42 U.S.C. Section 1201 et seq. and California Government Code Section 4450 et seq. (collectively, "ADA"as permitted above), (vi) all telephoneany telecom/cabling costs, telecommunicationor any other purpose, computer and data systems, switch room, cabling, lines, conduit, receptacles, switches and related equipment and improvements running from point of entry in whether or not the Premises, and (vii) all other necessary, desirable costs were incurred prior to or required improvements, alterations, fixtures and finishes which are to be installed within or incorporated into following the Premises by Tenant (collectively, the "Tenant Improvements"). Tenant shall commence to construct and install the Tenant Improvements at Tenant's sole cost and expense promptly from and after Lease Commencement Date and diligently pursue all requisitions must be submitted no later than May 31, 2018. After such date, Landlord shall have no further obligation to completionprovide any portion of the Tenant Improvement Allowance attributable to requisitions first submitted after such date. The soft costs (including but not limited to design fees, subject consultant fees for audio/visual, telephone, security and related computer systems, mechanical/electrical engineers, and construction management) that are reimbursable from the Tenant Improvement Allowance shall not exceed $4,628.00. Subject to Force Majeure delays, the construction of all Tenant Improvements.foregoing deadline:

Tenant Improvements. The tenant improvements (the “Leasehold Improvements”) for the Premises, which shall be constructed by Tenant, at its Tenant’s sole cost and expenseexpense (except as provided in Paragraph 3.2 below with respect to the Tenant Improvement Allowance), shall ------------------- construct be all improvements to be constructed in and install within for the Premises its desired tenant improvements and other improvements in accordance with which are permanently affixed to the Approved Working Drawings Premises pursuant to the approved Construction Documents (as defined below), which tenant improvements may include, without limitation, (i) demolition of certain limited existing interior walls and other improvements within the Premises, (ii) construction, installation and/or reconfiguration of certain ceilings, interior walls and partitions, interior finishing of exterior walls (including, without limitation, all carpet, wall coverings, millwork, doors, counters and partitions; all demising walls; built-in secretarial desks, work stations, and credenzas; all corridors in the plasteringPremises; all lunchrooms, furringkitchens, drywallingcomputer rooms, taping utility rooms and other special rooms; Tenant’s entry door signs; all components and requirements to connect or modify the Building’s HVAC, electrical, telephone, plumbing, life safety and sprinkler systems to service the Premises and prepare the Premises for occupancy (such as, but not limited to, conduits for lighting changes required to the Premises); and all other tenant improvements for the Premises which Leasehold Improvements shall be constructed using the Building Standard Materials set forth in Schedule 2 attached hereto or other materials of equal or better quality. Except to the extent set forth in the immediately preceding sentence, the Leasehold Improvements shall not include and the Tenant Improvement Allowance shall not be used for items such as Tenant’s furniture, furnishings, equipment, computer systems, work stations, telephones, and/or other finishing of such walls)personal property which are Tenant’s personal property or which would normally be considered to be personal property items belonging to a tenant, interior doorswhether or not affixed to the Premises. Tenant may install Tenant’s HVAC Units, floor coverings Tenant’s Back-Up Equipment, the Satellite System and the preparation of ATM and ATM Equipment and all floors for same, cabinetry and millwork, restrooms, light fixtures, wall coverings and other improvements, finishings and painting within the Premises, (iii) modifications to floors for abovenon-normal floor loading requirements of Tenant, (iv) modifications reasonably required by Tenant to the heating, ventilating and air conditioning ("HVAC") systems, ducts and means of distribution for Leasehold Improvement items during the same within time period as the Premises, (v) improvements, additions, alterations and fixtures within construction of the buildings on the Premises necessary for all Tenant Leasehold Improvements and all portions by complying with the same process as provided in connection with the construction of all buildings affected by the Tenant Improvements to comply with all applicable codesLeasehold Improvements, statutes, rules, regulations, ordinances and orders of any federal, state, county or municipal agency having jurisdiction over the Premises including all local, state and federal requirements for disability access including, without limitation, the Americans With Disabilities Act, 42 U.S.C. Section 1201 et seq. any approval process for plans and California Government Code Section 4450 et seq. (collectively, "ADA"), (vi) all telephone, telecommunication, computer and data systems, switch room, cabling, lines, conduit, receptacles, switches and related equipment and improvements running from point of entry in the Premises, and (vii) all other necessary, desirable or required improvements, alterations, fixtures and finishes which are specifications relating to be installed within or incorporated into the Premises by Tenant (collectively, the "Tenant Improvements"). Tenant shall commence to construct and install the Tenant Improvements at Tenant's sole cost and expense promptly from and after Commencement Date and diligently pursue to completion, subject to Force Majeure delays, the construction of all Tenant Improvementssuch items.

Tenant Improvements. For purposes of this Work Letter Agreement, the “Improvements” shall mean the improvements to the Premises described on the Final Construction Drawings (as defined below). All Improvements made to the Premises shall be performed by Tenant. Subject to the reimbursement limitations set forth in Section 2.2 below, the Improvements shall be reimbursed by Landlord from the Improvement Allowance (as defined below) or shall be paid for by Tenant, at its Tenant’s sole cost and expense. The Improvements to be constructed by Tenant shall include, but shall ------------------- construct not be limited to, demolition, concrete work, iron work, rough and install within finish carpentry, insulation, sheet metal, glass and glazing, doors, door frames and hardware, dry wall, acoustical ceiling, flooring, painting and wall coverings, accessories and partitions, kitchen equipment, fire extinguishers and cabinets, window coverings, plumbing, Tenant’s Separate HVAC Units and related ducting and wiring, any tenant modifications to the existing ducting and plenums of the Premises its desired tenant improvements associated with the Landlord HVAC Units, relocation of existing and installation of new fire sprinkler heads, electrical, prefabricated partitions, telephone and security systems, cabling systems, final clean-up and labor, miscellaneous specialties, planning, engineering, plan checking, permitting, architectural and other improvements design costs, general contractor and subcontractor general conditions, overhead and profit, moving and insurance costs and the cost of the Tenant’s Project Manager; provided, however, that in no event shall the Improvements or the cost of the Improvements to be paid by Tenant (or reimbursed by Landlord from the Improvement Allowance) include the cost of replacing any of the Landlord HVAC Units that are In Need of Replacement (as determined in accordance with Section 14 of the Approved Working Drawings (defined belowFourth Amendment), any cost of bringing the Building structure, or any of the common areas of the Building or Project, into compliance with any building code or municipal, state or federal laws, which tenant improvements may include, without limitation, (i) demolition of certain limited existing interior walls and other improvements within the Premises, (ii) construction, installation and/or reconfiguration of certain ceilings, interior walls and partitions, interior finishing of exterior walls (including, without limitation, the plastering, furring, drywalling, taping and/or other finishing of such walls), interior doors, floor coverings and the preparation of all floors for same, cabinetry and millwork, restrooms, light fixtures, wall coverings and other improvements, finishings and painting within the Premises, (iii) modifications to floors for above-normal floor loading requirements compliance is required as a condition of Tenant, (iv) modifications reasonably required by Tenant to the heating, ventilating and air conditioning ("HVAC") systems, ducts and means of distribution ’s requested permits for the same within Improvements generally, and not as a result of the Premisesparticular design or specifications of the Improvements. As provided in Section 13 of the Fourth Amendment, (v) improvements, additions, alterations and fixtures within in the buildings on event any of the Premises necessary for all Tenant Improvements and all portions Common Areas of all buildings affected by the Tenant Improvements to comply Project are not in compliance with all applicable codes, statutes, rules, the ADA or any other handicap regulations, ordinances and orders as a condition of any federal, state, county or municipal agency having jurisdiction over permit required for the Premises including all local, state and federal requirements for disability access including, without limitation, construction of the Americans With Disabilities Act, 42 U.S.C. Section 1201 et seq. and California Government Code Section 4450 et seq. (collectively, "ADA"), (vi) all telephone, telecommunication, computer and data systems, switch room, cabling, lines, conduit, receptacles, switches and related equipment and improvements running from point of entry Improvements in the Premises, and (vii) all other necessarythe applicable permitting authority requires that any portion of the common areas of the Project or the common area bathrooms servicing Suite 150 be brought into compliance with such handicap regulations, desirable or required improvements, alterations, fixtures and finishes which are Landlord shall cause such compliance obligations to be installed within or incorporated into the Premises by Tenant (collectively, the "Tenant Improvements"). Tenant shall commence to construct and install the Tenant Improvements satisfied at Tenant's sole Landlord’s cost and expense promptly (which may be included in Direct Costs to the extent permitted under the Lease), and not as part of the costs to be paid by Tenant or reimbursed from the Improvement Allowance. If, however, in constructing the Improvements in the Premises, any existing improvements within the Premises (other than those included in the Landlord Work, as hereinafter defined) are required to be brought into compliance with such handicap regulations, then the cost of such compliance shall be included in the cost of the Improvements, and after Commencement Date and diligently pursue to completion, shall be paid for by Tenant subject to Force Majeure delays, reimbursement by Landlord from the construction of all Tenant ImprovementsImprovement Allowance (not to exceed such amount).

Tenant Improvements. TenantTenant agrees that it currently occupies, at and shall continue to occupy, the Revised Complete Premises in its sole cost "as is" condition without any further improvements thereto except as otherwise provided herein. Landlord shall, subject to the terms herein, supervise the construction and expense, shall ------------------- construct and install within installation of the Premises its desired tenant initial improvements and other improvements in the 2008 Expansion Space (the "2008 Improvements") in accordance with Tenant's plans and specifications for the Approved Working Drawings (defined below)design, which tenant improvements may include, without limitation, (i) demolition of certain limited existing interior walls and other improvements within the Premises, (ii) construction, and installation and/or reconfiguration of certain ceilings, interior walls and partitions, interior finishing of exterior walls the 2008 Improvements (including, without limitation, the plastering, furring, drywalling, taping and/or other finishing of such walls), interior doors, floor coverings and the preparation of all floors for same, cabinetry and millwork, restrooms, light fixtures, wall coverings and other improvements, finishings and painting within the Premises, (iii) modifications to floors for above-normal floor loading requirements of Tenant, (iv) modifications reasonably required by Tenant to the heating, ventilating and air conditioning ("HVAC") systems, ducts and means of distribution for the same within the Premises, (v) improvements, additions, alterations and fixtures within the buildings on the Premises necessary for all Tenant Improvements and all portions of all buildings affected by the Tenant Improvements to comply with all applicable codes, statutes, rules, regulations, ordinances and orders of any federal, state, county or municipal agency having jurisdiction over the Premises including all local, state and federal requirements for disability access including, without limitation, the Americans With Disabilities Act, 42 U.S.C. Section 1201 et seq. and California Government Code Section 4450 et seq. (collectively, "ADAPlans"), (vi) all telephoneas such plans have been reviewed and approved by Landlord and Tenant, telecommunication, computer and data systems, switch room, cabling, lines, conduit, receptacles, switches and related equipment and improvements running from point of entry in the Premises, and (vii) all other necessary, desirable or required improvements, alterations, fixtures and finishes which are such approval not to be installed within unreasonably withheld. Landlord shall substantially complete the 2008 Improvements in accordance with said Plans and in a good and workmanlike manner, such substantial completion to be certified by Landlord's engineer. Landlord shall contribute up to a maximum of Five and 60/100 Dollars ($5.60) per rentable square foot of the 2008 Expansion Space plus the remaining balance of any tenant improvement allowances from the Existing Lease or incorporated into the Premises by Tenant prior Amendments(which is $35,532.91) (collectively, the "2008 Expansion Allowance") toward only the following costs: (i) any cost of installing the 2008 Improvements on an "as completed" basis which is performed in accordance with the Plans and related to the work to be done for the purpose of preparing the 2008 Expansion Space for Tenant's occupancy and use, (ii) the cost of preparing the Plans, (iii) design costs for architectural, mechanical, plumbing and electrical design, (iv) construction documents and permits, and (v) a construction management fee equal to four percent (4%) of the total cost of constructing the 2008 Improvements to be paid to Landlord; provided, however, in no event shall the 2008 Expansion Allowance be used for any costs associated with Tenant's personal property, equipment, trade fixtures or other items of a non-permanent nature installed in the 2008 Expansion Space, including without limitation, telephone and data cable lines. In the event that either prior to the commencement of the installation of the 2008 Improvements or at any time during or following the installation of the 2008 Improvements, the cost of the 2008 Improvements exceeds the 2008 Expansion Allowance or Tenant Improvements"). requests any change to the aforementioned Plans which has resulted or might result in an increase in the cost of the installation of such 2008 Improvements so that the cost exceeds the 2008 Expansion Allowance, then Tenant shall commence be exclusively responsible for the payment of such amount and shall promptly deliver the necessary funds to construct and install defray such excess cost to Landlord no later than fifteen (15) days after Landlord demands same. Notwithstanding the foregoing, any change order(s) requested by Tenant Improvements at Tenant's sole which will result in an increase in the cost and expense promptly from and after Commencement Date and diligently pursue to completion, subject to Force Majeure delays, of the construction and installation of all the 2008 Improvements shall be agreed to in advance by Landlord and Tenant, and Tenant shall be obligated to pay Landlord an additional construction management fee relative to such change order(s) equal to four percent (4%) of any increase in the cost of the construction and installation of the 2008 Improvements. Any savings or unused portion of the 2008 Expansion Allowance after the 2008 Improvements are completed shall be made available to Tenant for additional permanent improvements to the Revised Complete Premises so long as Tenant utilizes such amounts on or before January 1, 2009 and if not used on or before such date any amounts shall be deemed forfeited.

Tenant Improvements. TenantThe Parties acknowledge that Landlord has selected Xxxxxxx Xxxxxxx XX, PLLC or such other architect as reasonably selected by Landlord to be the “Project Architect” for the Tenant Improvements. Landlord shall, at its sole cost and expenseexpense up to the Cost Ceiling (a) cause the Tenant Improvements to be in a state of Substantial Completion, shall ------------------- construct and (b) furnish all labor and materials to design, construct, furnish, install within and complete all of the Premises its desired tenant improvements items, equipment and other improvements work necessary to bring the Tenant Improvements to a state of Substantial Completion, each for the District’s use and occupancy of the Premises, in a turnkey manner, generally in accordance with the Approved Working Drawings Project Schedule (defined below), which tenant improvements may include, without limitation, (isubject to delay caused by Force Majeure Events and District Delay) demolition pursuant and subject to the terms of certain limited existing interior walls and other improvements within the Premises, (ii) construction, installation and/or reconfiguration of certain ceilings, interior walls and partitions, interior finishing of exterior walls (including, without limitationthis Work Exhibit, the plasteringremainder of this Lease, furring, drywalling, taping and/or other finishing of such walls), interior doors, floor coverings and in accordance with Laws. Landlord acknowledges that Landlord has previously received the preparation of all floors for same, cabinetry District’s specifications and millwork, restrooms, light fixtures, wall coverings and other improvements, finishings and painting within the Premises, (iii) modifications to floors for above-normal floor loading requirements of Tenant, (iv) modifications reasonably required by Tenant to the heating, ventilating and air conditioning ("HVAC") systems, ducts and means of distribution for the same within the Premises, (v) improvements, additions, alterations and fixtures within the buildings on the Premises necessary for all Tenant Improvements and all portions build out of all buildings affected by the Tenant Improvements to comply with all applicable codesconsisting of the following documents: (a) “Basis of Design, statutesFurniture & Finishes”; (b) “Workplace Design Guidelines”; (c) “Signage Specifications and Standards”; (d) “Information Technology (“IT”) Infrastructure Specifications and Standards”; and (e) “Department of General Services, rulesProtective Services Division’s (“DGS-PSD”) Security Infrastructure Specifications and Standards” ((a) through (e) each and collectively are, regulationsthe “District Requirements”). “Tenant Improvements” (and each, ordinances and orders a “Tenant Improvement”) shall mean the turnkey build-out of any federal, state, county or municipal agency having jurisdiction over the Premises including all localand the MDF Room, state and federal requirements for disability access the District’s relocation thereto (if applicable), including, without limitationbut not limited to the PM Services costs (not to exceed 3% of Hard Costs), lactation room, the Americans With Disabilities Act, 42 U.S.C. Section 1201 et seq. and California Government Code Section 4450 et seq. District’s relocation costs (collectively, "ADA"if any), the purchase and installation of the construction elements, furniture, fixtures, equipment (vi) all telephoneincluding security, telecommunication, computer and data systems, switch server room, cablingnetwork and power equipment), linesfit-out, conduitsigns, receptaclesHVAC related distribution ductwork, switches cabling and related wiring for both power and low voltage requirements, security infrastructure, information technology (“IT”) server room equipment, telephones and any other IT infrastructure requirements, but specifically not IT equipment such as computers, televisions and improvements running from point of entry in the Premises, and (vii) all other necessary, desirable or required improvements, alterations, fixtures and finishes which are to be installed within or incorporated into the Premises by Tenant printers (collectively, the "“Excluded IT Equipment”). Landlord agrees and acknowledges that (i) a vendor approved by DGS-PSD shall be the required Subcontractor for the District’s security requirements associated with the Tenant Improvements"), and (ii) OCTO/DC-Net or its approved vendor may, at Landlord’s election, be the Subcontractor for the IT requirements associated with the Tenant Improvements; provided that, in all events, OCTO/DC-Net and DGS-PSD will provide the IT infrastructure and security standards and specifications, respectively, for the Tenant Improvements. Landlord and the District acknowledge and agree that, notwithstanding the foregoing definition of Tenant Improvements, the District shall commence not be limited in the application of the Tenant Improvement Allowance to construct such items, but shall have the right to apply the Tenant Improvement Allowance to other costs relating to the PAGE 69 OF 135 (as modified) DC DGS FORM L-105 (3/2018) 0000 Xxxxxxxxx Xxxxxx XX XX 000000000x0 EXECUTION VERSION build-out of the Premises pursuant to this Work Exhibit and install the remainder of this Lease. Landlord shall Substantially Complete the Tenant Improvements at Tenant's sole cost in accordance with the District Requirements, each approved Design Phase, and expense the Final Plans and Specifications. In addition, all of the Tenant Improvements shall be performed by or on behalf of Landlord: (i) promptly from and after Commencement Date in a good workmanlike manner; (ii) by duly qualified, licensed and bonded persons; (iii) in accordance with Laws and the provisions of this Lease; and (iv) once commenced, diligently pursue pursued to completion, subject to Force Majeure delays, the construction of all Tenant ImprovementsSubstantial Completion.

Tenant Improvements. TenantLandlord shall, at its sole cost cost, supervise the construction of tenant improvements (the “Tenant Improvements”) constructed by Tenant and expenseapproved by Landlord in accordance with this Tenant Work Letter. The scope of Tenant Improvements shall consist of: (i) new carpet and paint and non-structural reconfiguration of certain offices and rooms in Suite 50 Expansion Space (the “Suite 50 TI”); (ii) new carpet and paint and non-structural reconfiguration of certain offices and rooms in the Suite 200/210 Expansion Space (the “Suite 200/210 TI”); and (iii) at Tenant’s election, an internal staircase between the Suite 150 Space and the Suite 50 Expansion Space (“Access TI”), the location of which shall ------------------- construct be mutually acceptable to both Landlord and install Tenant. The scope of the Tenant Improvements shall not include changes or modifications to the structure of the Building, the roof, and/or any base building system located in the Building. Subject to Landlord’s obligation to pay for exterior code compliance (exterior being the common areas and path of travel to Building) at Landlord’s sole cost, the Tenant Improvements (including any building code upgrades required within the Premises its desired tenant improvements as a result of the construction of the Tenant Improvements) shall be constructed by Contractor at Tenant’s sole cost. The Tenant Improvements shall be constructed with materials and other improvements finishes consistent with the existing materials and finishes in the Building. Landlord shall have the right to require the removal of the Tenant Improvements (or any portion thereof) and restoration of the Premises as a result thereof in accordance with Section 8 of the Approved Working Drawings Lease Agreement; provided, however, Tenant shall provide Landlord with written notice at least one hundred twenty (defined below), which tenant improvements may include, without limitation, (i120) demolition of certain limited existing interior walls and other improvements within the Premises, (ii) construction, installation and/or reconfiguration of certain ceilings, interior walls and partitions, interior finishing of exterior walls (including, without limitation, the plastering, furring, drywalling, taping and/or other finishing of such walls), interior doors, floor coverings and the preparation of all floors for same, cabinetry and millwork, restrooms, light fixtures, wall coverings and other improvements, finishings and painting within the Premises, (iii) modifications to floors for above-normal floor loading requirements of Tenant, (iv) modifications reasonably required by Tenant days prior to the heating, ventilating and air conditioning ("HVAC") systems, ducts and means end of distribution for the same within term to ascertain whether Landlord will require the Premises, (v) improvements, additions, alterations and fixtures within removal of the buildings on the Premises necessary for all Tenant Improvements and all portions of all buildings affected by the Tenant Improvements to comply with all applicable codes, statutes, rules, regulations, ordinances and orders of any federal, state, county or municipal agency having jurisdiction over the Premises including all local, state and federal requirements for disability access including, without limitation, the Americans With Disabilities Act, 42 U.S.C. Section 1201 et seq. and California Government Code Section 4450 et seq. (collectively, "ADA"), (vi) all telephone, telecommunication, computer and data systems, switch room, cabling, lines, conduit, receptacles, switches and related equipment and improvements running from point of entry in the Premises, and (vii) all other necessary, desirable or required improvements, alterations, fixtures and finishes which are to be installed within or incorporated into the Premises by Tenant (collectively, the "Tenant Improvements"). Tenant shall commence to construct and install the Tenant Improvements at Tenant's sole cost and expense promptly from and after Commencement Date and diligently pursue to completion, subject to Force Majeure delays, the construction of all Tenant ImprovementsAccess TI.

Tenant Improvements. TenantLandlord shall construct and, at its sole except as provided below to the contrary, pay for the entire cost and expense, shall ------------------- construct and install within of constructing (i) the Premises its desired tenant improvements to the Initial Premises (“Initial Tenant Improvements”) described in Schedule “1” attached hereto (the “Phase 1 Plans”), and other (ii) the tenant improvements to the Must Take Premises (“Must Take Tenant Improvements”) generally described in accordance Schedule “2” attached hereto, with the Approved Working Drawings design and specifications therefore to be completed by Landlord and approved by Tenant (which approval shall not be unreasonably withheld, conditioned or delayed) within sixty (60) days after the effective date of this Lease (the “Phase 2 Plans”). Each of the Initial Tenant Improvements and the Must Take Tenant Improvements are sometimes referred to herein generally as “Tenant Improvements,” and collectively as the “Landlord’s Work”. Each of the Phase 1 Plans and the Phase 2 Plans are sometimes referred to herein generally as the “Plans,” and collectively as the “Design Package”. The Design Package and the Landlord’s Work may be conducted in phases, and Tenant may request changes to any of the Plans after they have been approved by Landlord, provided that (a) the changes shall not be of a lesser quality than Landlord’s standard specifications for tenant improvements for the Building, as the same may be changed from time to time by Landlord (the “Standards”); (b) the changes conform to applicable governmental regulations and necessary governmental permits and approvals can be secured; (c) the changes do not require building service beyond the levels normally provided to other tenants in the Building; (d) the changes do not have any adverse affect on the structural integrity or systems of the Building; (e) the changes will not, in Landlord’s opinion, unreasonably delay construction of the Landlord’s Work; and (f) Landlord has determined in its reasonable discretion that the changes are of a nature and quality consistent with the overall objectives of Landlord for the Building. If Landlord approves a change requested by Tenant to any of the Plans after such Plans have been approved by Landlord, then, as a condition to the effectiveness of Landlord’s approval, Tenant shall pay to Landlord upon demand by Landlord the increased cost attributable to such change, as reasonably determined by Landlord, but only to the extent that the “Tenant Improvements Costs” (as defined below) exceed the “Improvement Allowance” (as defined below). To the extent any such change results in a delay of completion of construction of either of the Tenant Improvements, which tenant improvements may includethen such delay shall constitute a delay caused by Tenant as described below. For purposes hereof, without limitation“Tenant Improvement Costs” means all costs and expenses incurred by Landlord to design, (i) demolition permit and construct the Tenant Improvements, including any costs incurred by Landlord as a result of certain limited existing interior walls a change requested by Tenant to any of the Plans hereunder, and other improvements within the Premises, (ii) construction, installation and/or reconfiguration of certain ceilings, interior walls and partitions, interior finishing of exterior walls (including, without limitation, the plastering, furring, drywalling, taping and/or other finishing of such walls), interior doors, floor coverings and the preparation of all floors for same, cabinetry and millwork, restrooms, light fixtures, wall coverings and other improvements, finishings and painting within the Premises, (iii) modifications to floors for above-normal floor loading requirements of Tenant, (iv) modifications reasonably required by Tenant any changes to the heatingBase Building or Building Systems, ventilating and air conditioning ("HVAC") systemsor both, ducts and means required as a result of distribution for the same within the Premises, (v) improvements, additions, alterations and fixtures within the buildings on the Premises necessary for all Tenant Improvements and all portions of all buildings affected by the Tenant Improvements to comply with all applicable codes, statutes, rules, regulations, ordinances and orders of any federal, state, county or municipal agency having jurisdiction over the Premises including all local, state and federal requirements for disability access including, without limitation, the Americans With Disabilities Act, 42 U.S.C. Section 1201 et seq. and California Government Code Section 4450 et seq. (collectively, "ADA"), (vi) all telephone, telecommunication, computer and data systems, switch room, cabling, lines, conduit, receptacles, switches and related equipment and improvements running from point of entry in the Premises, and (vii) all other necessary, desirable or required improvements, alterations, fixtures and finishes which are to be installed within or incorporated into the Premises by Tenant (collectively, the "Tenant Improvements"). Tenant shall commence to construct and install the Tenant Improvements at Tenant's sole cost and expense promptly from and after Commencement Date and diligently pursue to completion, subject to Force Majeure delays, the construction of all Tenant Improvements.

Tenant Improvements. TenantSubject to all requirements in this section 6, at its sole cost ------------------- LESSOR shall diligently commence and expense, shall ------------------- construct and install within pursue to completion the construction of the Tenant Improvements to the Premises its desired tenant in connection with LESSEE's initial occupancy of the Premises as provided in this section. The phrase "Tenant Improvements" means all improvements and other improvements which are not a part of the Building Shell, as shown in accordance with the Approved Working Drawings Tenant Improvement Plans (defined described below), which tenant improvements may includeincluding (a) partitions, without limitationwalls, and doors, (ib) demolition of certain limited existing interior walls all surface finishes, including wall coverings, paint, floor coverings, suspended ceilings and other improvements similar items, (c) duct work, heat pumps, vents, diffusers, terminal boxes and accessories for completion of heating, ventilation and air conditioning systems within the Premises, (iid) constructionelectrical distribution systems (including panels, installation and/or reconfiguration of certain ceilingssubpanels, interior walls wires and partitions, interior finishing of exterior walls (including, without limitation, the plastering, furring, drywalling, taping and/or other finishing of such wallsoutlets), interior doors, floor coverings and the preparation of all floors for same, cabinetry and millwork, restrooms, light lighting fixtures, wall coverings outlets, switches and other improvements, finishings and painting within electrical work to be installed in the Premises, but excluding any additional or special electrical requirements for the equipment room/machine shop (iiie) modifications to floors for above-normal floor loading requirements of Tenantplumbing lines, fixtures and accessories, (iv) modifications reasonably required by Tenant to the heating, ventilating and air conditioning ("HVAC") systems, ducts and means of distribution for the same within the Premises, (v) improvements, additions, alterations and fixtures within the buildings on the Premises necessary for all Tenant Improvements and all portions of all buildings affected by the Tenant Improvements to comply with all applicable codes, statutes, rules, regulations, ordinances and orders of any federal, state, county or municipal agency having jurisdiction over the Premises including all local, state and federal requirements for disability access including, without limitation, the Americans With Disabilities Act, 42 U.S.C. Section 1201 et seq. and California Government Code Section 4450 et seq. (collectively, "ADA"), (vif) all telephonefire and life safety control systems such as fire walls and fire alarms (including piping, telecommunication, computer wiring and data systems, switch room, cabling, lines, conduit, receptacles, switches and related equipment and improvements running from point of entry accessories) to be located in the Premises, and fire sprinklers and lines attributable to the Tenant Improvements and/or LESSEE's fixtures, furnishing or equipment, (viig) all improvements required for compliance with Title 24, and (h) such other necessary, desirable or required improvements, alterations, fixtures and finishes which are to be installed within or incorporated into the Premises by Tenant (collectively, improvements shown on the "Tenant Improvements"Improvement Plans" (as defined below). Tenant ; provided, however LESSEE's trade fixtures, equipment and personal property (including telephone systems and cabling, computer systems and network cabling, chairs, tables, furniture and other equipment used in LESSEE's business) shall commence to construct and install not be considered part of the Tenant Improvements at Tenant's sole cost and expense promptly from and after Commencement Date and diligently pursue to completion, subject to Force Majeure delays, regardless of whether shown on the Tenant Improvement Plans. The construction of all the Tenant Improvements.Improvements shall be carried out without Material Deviation (as defined below) from the Tenant Improvement Plans, in a good and workmanlike manner using materials as described in the Specifications (as described below), and in accordance with Applicable Law. LESSEE will cause the Architect to submit the Tenant Improvement Plans for government plan checking and for issuance of a building permit (the "Building Permit") promptly following the execution of this Lease. LESSOR shall cause the Contractor to cause the Substantial Completion (as defined below) of the Tenant Improvements on or before the "Scheduled Completion Date" as provided in subsection 6.1.4

Tenant Improvements. TenantThe phrase 'Tenant Improvements' means all interior Improvements which are riot a part of the Building Shell Improvements, at its sole cost and expenseincluding (a) partitions, shall ------------------- construct and install within the Premises its desired tenant improvements walls, doors, (b) all Interior surface finishes, including wall coverings, paint, floor coverings, suspended callings and other improvements in accordance with the Approved Working Drawings (defined below), which tenant improvements may include, without limitationsimilar items, (ic) demolition duct work, heat pumps, vents, filters, diffusers, terminal boxes and accessories for completion of certain limited existing interior walls heating, ventilation and other improvements air conditioning systems within the Premises, (iid) constructionelectrical distribution systems (including panels, installation and/or reconfiguration of certain ceilingssub-panels, interior walls wires and partitions, interior finishing of exterior walls (including, without limitation, the plastering, furring, drywalling, taping and/or other finishing of such wallsoutlets), interior doors, floor coverings and the preparation of all floors for same, cabinetry and millwork, restrooms, light lighting fixtures, wall coverings outlets, switches and other improvements, finishings and painting within electrical work to be installed in the Premises, (iiie) modifications to floors for above-normal floor loading requirements of Tenantplumbing lines, fixtures and accessories, (ivf) modifications reasonably required by Tenant all fire and life safety control systems such as fire walls and lire alarms (including piping, wiring and accessories) to the heating, ventilating and air conditioning ("HVAC") systems, ducts and means of distribution for the same within be located in the Premises, (vg) improvementsimprovements required for compliance with Title 24, additionsprovided, alterations however, LESSEE'S trade fixtures, equipment and fixtures within personal property (including telephone systems, chairs, tables, furniture, movable partitions and other equipment used In LESSEE'S business) shall not be considered part of the buildings on Tenant Improvements. The foregoing notwithstanding, the LESSOR at LESSOR'S cost and expense, per Exhibit "7", shall make the following building standard improvements to the Premises: 1, Demise the Premises necessary (demising wall to be painted). 2. Separately meter electrical. 3. Clean carpets and paint two offices 4. Add door from reception area Into back office area. 5. Replace burned out light bulbs. 6. Remove all ONTO decals from conference room windows. 7. Demo all air and electrical drops in the warehouse area. 8. All electrical and HVAC systems to be in good working order. 9. If requested in writing by Lessee in the first six (6) months of the Lease Term, Lessor shall remove the interior partitioning wall in the warehouse area. Other than the foregoing, the LESSEE accepts the Leased Premises in an "as Is" condition. LESSEE agrees that he has determined the sufficiency of the zoning, electrical voltage, lighting, amperage, wiring, heating/air conditioning, fire sprinklers, water and waste systems available in and to the Premises for all Tenant Improvements LESSEE'S use and all portions occupancy. Additionally, San Diego Gas and Electric Company (SDG&E) does not always install transformers of all buildings affected sufficient size to power the electrical panels provided by the Tenant Improvements to comply with all applicable codes, statutes, rules, regulations, ordinances and orders of any federal, state, county or municipal agency having jurisdiction over LESSOR in the Premises including all local, state and federal requirements for disability access including, without limitation, Building. Before installing machinery at the Americans With Disabilities Act, 42 U.S.C. Section 1201 et seq. and California Government Code Section 4450 et seq. (collectively, "ADA"), (vi) all telephone, telecommunication, computer and data systems, switch room, cabling, lines, conduit, receptacles, switches and related equipment and improvements running from point inception of entry the Lease or making any significant increase In LESSEE'S power consumption in the Premisesfuture, and (vii) all other necessary, desirable or required improvements, alterations, fixtures and finishes which are to be installed within or incorporated into the Premises by Tenant (collectively, the "Tenant Improvements")It is LESSEE'S responsibility notify SDG&E of LESSEE'S usage so that San Diego Gas & Electric can make any necessary equipment changes. Tenant shall commence to construct and install the Tenant Improvements at Tenant's sole cost and expense promptly from and after Commencement Date and diligently pursue to completion, subject to Force Majeure delays, the construction of all Tenant Improvements5.1.