Common use of Alterations Clause in Contracts

Alterations. (a) Tenant shall not before or during the Term make or suffer to be made any alterations, additions or improvements in or to the Premises (herein collectively called “Alterations”) without first obtaining Landlord’s written approval thereof based on detailed plans and specifications submitted by Tenant. Landlord’s approval may be withheld in Landlord’s sole and absolute discretion if any Alterations could in Landlord’s judgment affect the structure of the Building or the electrical, mechanical, heating, ventilation or air conditioning, life safety or plumbing systems of the Building (collectively the “Building Systems”), be visible from outside the Premises, or require additional code compliance or similar work not included in the Alterations; otherwise, Landlord’s consent shall not be unreasonably withheld. Without limiting the foregoing, all Alterations shall also be subject to the provisions of Section 11.2 below. Notwithstanding the foregoing, Tenant shall be permitted to make Alterations that do not affect the structure of the Building or the Building Systems that in the aggregate do not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) without the prior written consent of Landlord; provided, however, that Tenant shall provide Landlord copies of all permits, plans and other related documents in connection with such Alterations. (b) Any Alteration to the Premises shall be at Tenant’s sole cost and expense, in compliance with all applicable Laws and all requirements requested by Landlord, including, without limitation, the requirements of any insurer providing coverage for the Premises or the Building or any part thereof, and in accordance with plans and specifications approved in writing by Landlord, and shall be constructed and installed by a contractor reasonably approved in writing by Landlord. As a further condition to giving consent, with respect to Alterations that could affect the structural components of the Building Systems or which in the aggregate exceed One Million Dollars ($1,000,000.00) in cost, Landlord may require Tenant to provide Landlord, at Tenant’s sole cost and expense, a payment and performance bond in form reasonably acceptable to Landlord, in a principal amount not less than the estimated costs of such Alterations, to ensure Landlord against any liability for mechanics’ and materialmen’s liens and to ensure completion of work. Before Alterations may begin, valid building permits or other permits or licenses required must be furnished to Landlord, and, once the Alterations begin, Tenant will diligently and continuously pursue their completion. Landlord may monitor construction of the Alterations and Tenant shall reimburse Landlord for its reasonable costs (including, without limitation, the costs of any construction manager retained by Landlord) in reviewing plans and documents and in monitoring construction. Tenant shall maintain during the course of construction, at its sole cost and expense, builders’ risk insurance for the amount of the completed value of the Alterations on an all-risk non-reporting form covering all improvements under construction, including building materials, and other insurance in amounts and against such risks as Landlord shall reasonably require in connection with the Alterations. In addition to and without limitation on the generality of the foregoing, Tenant shall ensure that its contractor(s) procure and maintain in full force and effect during the course of construction a “broad form” commercial general liability and property damage policy of insurance naming Landlord, Tenant and Landlord’s lenders, if any, as additional insureds. The minimum limit of coverage of the aforesaid policy shall be in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of one person in any one accident or occurrence and in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of more than one person in any one accident or occurrence, and shall contain a severability of interest clause or a cross liability endorsement. Such insurance shall further insure Landlord and Tenant against liability for property damage of at least Three Million Dollars ($3,000,000.00). (c) Tenant agrees not to proceed to make any Alterations, notwithstanding consent from Landlord to do so, until Tenant notifies Landlord in writing of the date Tenant desires to commence construction or installation of such Alterations and Landlord has approved such date in writing, in order that Landlord may post appropriate notices to avoid any liability to contractors or material suppliers for payment for Tenant’s improvements. Tenant will at all times permit such notices to be posted and to remain posted until the completion of work.

Alterations. (A) The Tenant may make structural and non-structural alterations to the Premises, including for the avoidance of doubt demolishing and rebuilding the existing buildings on the Premises and redeveloping the Premises, without having to obtain the Landlord's consent, but the Tenant shall: (i) Prior to work commencing: (a) Tenant shall not before or during the Term make or suffer to be made any alterations, additions or improvements in or provide reasonable prior written notice to the Premises (herein collectively called “Alterations”) without first obtaining Landlord’s written approval thereof based on detailed plans and specifications submitted by Tenant. Landlord’s approval may be withheld in Landlord’s sole and absolute discretion if Landlord of any Alterations could in Landlord’s judgment affect the structure of the Building or the electrical, mechanical, heating, ventilation or air conditioning, life safety or plumbing systems of the Building (collectively the “Building Systems”), be visible from outside structural alterations to the Premises, or require additional code compliance or similar work not included in including the Alterations; otherwise, Landlord’s consent shall not be unreasonably withheld. Without limiting proposed commencement date and the foregoing, all Alterations shall also be subject to the provisions of Section 11.2 below. Notwithstanding the foregoing, Tenant shall be permitted to make Alterations that do not affect the structure estimated duration of the Building or the Building Systems that in the aggregate do not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) without the prior written consent of Landlord; provided, however, that Tenant shall provide Landlord copies of all permits, plans and other related documents in connection with such Alterations.works; (b) Any Alteration to supply the Premises shall be at Tenant’s sole cost and expense, in compliance Landlord with all applicable Laws plans showing the proposed layout and all requirements requested by Landlord, including, without limitation, the requirements of any insurer providing coverage for the Premises or the Building or any part thereof, and in accordance other relevant details together with plans and specifications approved in writing by Landlord, and shall be constructed and installed by a contractor reasonably approved in writing by Landlord. As a further condition to giving consent, with respect to Alterations that could affect the structural components particulars of the Building Systems or which in the aggregate exceed One Million Dollars ($1,000,000.00) in cost, Landlord may require Tenant to provide Landlord, at Tenant’s sole cost type and expense, a payment and performance bond in form reasonably acceptable to Landlord, in a principal amount not less than the estimated costs design of such Alterations, to ensure Landlord against any liability for mechanics’ and materialmen’s liens and to ensure completion of work. Before Alterations may begin, valid building permits or other permits or licenses required must be furnished to Landlord, and, once the Alterations begin, Tenant will diligently and continuously pursue their completion. Landlord may monitor construction of the Alterations and Tenant shall reimburse Landlord for its reasonable costs (including, without limitation, the costs of any construction manager retained by Landlord) in reviewing plans and documents and in monitoring construction. Tenant shall maintain during the course of construction, at its sole cost and expense, builders’ risk insurance for the amount of the completed value of the Alterations on an all-risk non-reporting form covering all improvements under construction, including building materials, and other insurance in amounts and against such risks as Landlord shall reasonably require in connection with the Alterations. In addition to and without limitation on the generality of the foregoing, Tenant shall ensure that its contractor(s) procure and maintain in full force and effect during the course of construction a “broad form” commercial general liability and property damage policy of insurance naming Landlord, Tenant and Landlord’s lenders, if any, as additional insureds. The minimum limit of coverage of the aforesaid policy shall be in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of one person in any one accident or occurrence and in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of more than one person in any one accident or occurrence, and shall contain a severability of interest clause or a cross liability endorsement. Such insurance shall further insure Landlord and Tenant against liability for property damage of at least Three Million Dollars ($3,000,000.00).works; (c) use its reasonable endeavours to provide additional information to the Landlord that the Landlord reasonably requests, provided that any such request is made promptly and within 60 calendar days of the Landlord's receipt of the information provided pursuant to (a) and (b) above; and (d) obtain all requisite Consents; (ii) carry out such works in a good and workmanlike manner with suitable materials of good quality and causing as little nuisance to the Estate as reasonably practicable; (iii) comply with the requirements of all Consents and Statutes applicable to the works being carried out; and (iv) promptly and within no more than 15 Business Days after substantial completion of the works, provide the Landlord with three sets of final 'as-built' plans and specifications (both hard copy and CAD disk) for retention. (B) If the Tenant agrees is required by any authority or Statute or the Tenant reasonably considers that it would be prudent to have an independent point of access to the Premises directly from the publicly maintained highway and without passing through the Estate Common Parts, the Landlord shall not raise any objection and shall provide its written consent (not to proceed be unreasonably withheld or delayed) to make the extent that any Alterations, notwithstanding planning authority requires such consent from Landlord and shall use all reasonable endeavours to do so, until Tenant notifies Landlord in writing facilitate such independent point of access provided that such assistance shall be at the date Tenant desires to commence construction or installation of such Alterations Tenant's sole cost and Landlord has approved such date in writing, in order that Landlord may post appropriate notices to avoid any liability to contractors or material suppliers for payment for Tenant’s improvements. Tenant will at all times permit such notices to be posted and to remain posted until the completion of workreasonable request.

Alterations. (a) Tenant shall not before or during the Term make or suffer to be made any no alterations, additions or improvements in or to the Premises (herein collectively called “Alterations”) without first obtaining Landlord’s written approval thereof based on detailed plans and specifications submitted by Tenant. Landlord’s approval may be withheld in Landlord’s sole and absolute discretion if any Alterations could in Landlord’s judgment affect the structure of the Building or the electrical, mechanical, heating, ventilation or air conditioning, life safety or plumbing systems of the Building (collectively the “Building Systems”), be visible from outside the Premises, or require additional code compliance or similar work not included in the Alterations; otherwise, Landlord’s consent shall not be unreasonably withheld. Without limiting the foregoing, all Alterations shall also be subject to the provisions of Section 11.2 below. Notwithstanding the foregoing, Tenant shall be permitted to make Alterations that do not affect the structure of the Building or the Building Systems that in the aggregate do not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) without the prior written consent of Landlord; provided, howeverwhich consent may be given or withheld in Landlord's sole discretion. Notwithstanding the foregoing, that Tenant Landlord shall provide Landlord copies of all permitsnot unreasonably withhold its consent to any alterations, plans and other related documents in connection with such Alterations. (b) Any Alteration additions or improvements to the Premises which cost less than One Dollar ($1.00) per square foot of the improved portions of the Premises (excluding warehouse square footage) and do not (i) affect the exterior of the Building or outside areas (or be visible from adjoining sites), or (ii) affect or penetrate any of the structural portions of the Building, including but not limited to the roof, or (iii) require any change to the basic floor plan of the Premises, any change to any structural or mechanical systems of the Premises, or any governmental permit as a prerequisite to the construction thereof, or (iv) interfere in any manner with the proper functioning of or Landlord's access to any mechanical, electrical, plumbing or HVAC systems, facilities or equipment located in or serving the Building, or (v) diminish the value of the Premises. Landlord may impose, as a condition to its consent, any requirements that Landlord in its discretion may deem reasonable or desirable, including but not limited to a requirement that all work be covered by a lien and completion bond satisfactory to Landlord and requirements as to the manner, time, and contractor for performance of the work. Tenant shall be at Tenant’s sole cost obtain all required permits for the work and expense, shall perform the work in compliance with all applicable Laws laws, regulations and ordinances, all requirements requested by Landlordcovenants, including, without limitation, conditions and restrictions affecting the requirements of any insurer providing coverage for the Premises or the Building or any part thereofProject, and in accordance with plans the Rules and specifications approved in writing by Landlord, Regulations (hereafter defined). Tenant understands and agrees that Landlord shall be constructed and installed by entitled to a contractor reasonably approved in writing by Landlord. As a further condition to giving consent, with respect to Alterations that could affect the structural components of the Building Systems or which in the aggregate exceed One Million Dollars ($1,000,000.00) in cost, Landlord may require Tenant to provide Landlord, at Tenant’s sole cost and expense, a payment and performance bond in form reasonably acceptable to Landlord, in a principal amount not less than the estimated costs of such Alterations, to ensure Landlord against any liability for mechanics’ and materialmen’s liens and to ensure completion of work. Before Alterations may begin, valid building permits or other permits or licenses required must be furnished to Landlord, and, once the Alterations begin, Tenant will diligently and continuously pursue their completion. Landlord may monitor construction of the Alterations and Tenant shall reimburse Landlord for its reasonable costs (including, without limitation, the costs of any construction manager retained by Landlord) in reviewing plans and documents and in monitoring construction. Tenant shall maintain during the course of construction, at its sole cost and expense, builders’ risk insurance for the amount of the completed value of the Alterations on an all-risk non-reporting form covering all improvements under construction, including building materials, and other insurance in amounts and against such risks as Landlord shall reasonably require in connection with the Alterations. In addition to and without limitation on the generality of the foregoing, Tenant shall ensure that its contractor(s) procure and maintain in full force and effect during the course of construction a “broad form” commercial general liability and property damage policy of insurance naming Landlord, Tenant and Landlord’s lenders, if any, as additional insureds. The minimum limit of coverage of the aforesaid policy shall be supervision fee in the amount of not less than Three Million Dollars five percent ($3,000,000.005%) of the cost of the work. If any governmental entity requires, as a condition to any proposed alterations, additions or improvements to the Premises by Tenant, that improvements be made to the Common Areas, and if Landlord consents to such improvements to the Common Areas, then Tenant shall, at Tenant's sole expense, make such required improvements to the Common Areas in such manner, utilizing such materials, and with such contractors (including, if required by Landlord, Landlord's contractors) as Landlord may require in its sole discretion. Under no circumstances shall Tenant make any improvement which incorporates any Hazardous Materials, including without limitation asbestos-containing construction materials into the Premises. Any request for injury or death of one person Landlord's consent shall be made in any one accident or occurrence and in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of more than one person in any one accident or occurrence, writing and shall contain a severability of interest clause or a cross liability endorsementarchitectural plans describing the work in detail reasonably satisfactory to Landlord. Such insurance shall further insure Unless Landlord and Tenant against liability for property damage of at least Three Million Dollars ($3,000,000.00). (c) Tenant otherwise agrees not to proceed to make any Alterations, notwithstanding consent from Landlord to do so, until Tenant notifies Landlord in writing of the date Tenant desires to commence construction or installation of such Alterations and Landlord has approved such date in writing, in order all alterations, additions or improvements affixed to the Premises (excluding moveable trade fixtures and furniture) shall become the property of Landlord and shall be surrendered with the Premises at the end of the Term, except that Landlord may post appropriate notices may, by notice to avoid Tenant, require Tenant to remove by the Expiration Date, or sooner termination date of this Lease, all or any liability alterations, decorations, fixtures, additions, improvements and the like installed either by Tenant or by Landlord at Tenant's request and to contractors repair any damage to the Premises arising from that removal. Except as otherwise provided in this Lease or material suppliers for payment in any Exhibit to this Lease, should Landlord make any alteration or improvement to the Premises for Tenant’s improvements. , Landlord shall be entitled to prompt reimbursement from Tenant will at for all times permit such notices to be posted and to remain posted until the completion of workcosts incurred.

Alterations. (a) Tenant shall not before or during may, at its expense, including funds made available in the Term TI Allowance account, make or suffer additions to be made any alterations, additions or improvements in or to and alterations of the Premises Improvements and construct additional Improvements and make substitutions and replacements for the Improvements (herein collectively called “Alterations”), provided that Tenant delivers a written statement identifying the Alterations being made, when they are being made and their cost and certifying that (i) the Fair Market Value (as defined in Section 2, above) of the Premises shall not be lessened thereby other than in a deminimus manner and such Alterations will not permanently reduce the square footage of the Improvements, (ii) such Alterations shall be completed in a good and workmanlike manner, free of Liens and in compliance with all applicable Legal Requirements and all insurance policies required to be maintained by Tenant hereunder, and (iii) such Alterations will not adversely affect the building systems or structural integrity of the Premises. Prior to commencing any Alteration the cost of which, either alone or together with any other Alterations (other than those of a merely cosmetic nature (e.g. paint, wall and floor coverings, window treatments) made without Landlord’s consent since the last instance in which Landlord provided written consent to Alterations, exceeds Two Million Dollars ($2,000,000), Tenant shall have first obtaining obtained Landlord’s written approval thereof based on detailed plans and specifications submitted by Tenant. Landlord’s approval may be withheld in Landlord’s sole and absolute discretion if any Alterations could in Landlord’s judgment affect the structure of the Building or the electricalconsent, mechanical, heating, ventilation or air conditioning, life safety or plumbing systems of the Building (collectively the “Building Systems”), be visible from outside the Premises, or require additional code compliance or similar work not included in the Alterations; otherwise, Landlord’s which consent shall not be unreasonably withheld. Without limiting Landlord’s consent shall not be required for Alterations of a merely cosmetic nature. If Landlord's consent is required under this Section 10 and Landlord has not provided Tenant with Landlord's approval or disapproval within twenty (20) days after Landlord's receipt of from Tenant of plans and specifications and other reasonable information requested from Landlord, and such failure continues for ten (10) days after Landlord's receipt of written a second request from Tenant, Landlord will be deemed to have approved the foregoingrequest. Upon Landlord’s request, all Alterations shall also be subject to the provisions of Section 11.2 below. Notwithstanding the foregoing, Tenant shall be permitted to make Alterations that do not affect the structure of the Building or the Building Systems that in the aggregate do not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) without the prior written consent of Landlord; provided, however, that Tenant shall provide Landlord with copies of all permits, the plans and specifications, if available for any such additions and alterations. Before making any Alterations, Tenant shall obtain, at its sole cost, including being entitled to use funds available in the TI Allowance account, all necessary permits and approvals required to perform the proposed Alteration. All such Alterations shall be and remain part of the realty and the property of Landlord and shall be subject to this Lease. Landlord agrees to execute such utility easements, building permit applications, zoning changes and other related documents similar governmental applications as Tenant may reasonably deem necessary or requisite in connection with any such addition and/or alteration, provided such utility easements, building permit applications, zoning changes and other similar governmental applications do not result in any on-going liability on the part of Landlord for which Landlord is not indemnified for hereunder or change the nature of the Premises when compared to Comparable Buildings. Tenant shall reimburse, upon demand, all out-of-pocket fees and costs reasonably incurred by Landlord and its successors and assigns in connection with reviewing any request for consent to Tenant Alterations. (b) Any Alteration Notwithstanding the foregoing paragraph, Tenant may place upon the Premises any inventory, fixtures, machinery, equipment or other improvements which can be removed without structural damage to the Premises shall be (“Tenant’s Trade Property”) and may remove the same at any time during the Term of this Lease. Landlord agrees, within ten (10) Business Days of Tenant’s request and at Tenant’s sole cost and expense, to execute a waiver or subordination of its statutory or contractual landlord’s lien to any holder of a valid security interest in compliance with all applicable Laws and all requirements requested by Landlordany of Tenant’s Trade Property or to any bona fide lessor of Tenant’s Trade Property provided that the holder of such security interest, includingor such lessor, without limitation, agrees in writing to repair any damage which may be done to the requirements Premises as a result of a removal of any insurer providing coverage for the Premises or the Building or any part thereof, and in accordance with plans and specifications approved in writing by Landlord, and shall be constructed and installed by a contractor reasonably approved in writing by Landlord. As a further condition to giving consent, with respect to Alterations that could affect the structural components of the Building Systems or which in the aggregate exceed One Million Dollars ($1,000,000.00) in cost, Landlord may require Tenant to provide Landlord, at Tenant’s sole cost and expense, a payment and performance bond in form reasonably acceptable to Landlord, in a principal amount not less than the estimated costs of such Alterations, to ensure Landlord against any liability for mechanics’ and materialmen’s liens and to ensure completion of work. Before Alterations may begin, valid building permits or other permits or licenses required must be furnished to Landlord, and, once the Alterations begin, Tenant will diligently and continuously pursue their completion. Landlord may monitor construction of the Alterations and Tenant shall reimburse Landlord for its reasonable costs (including, without limitation, the costs of any construction manager retained by Landlord) in reviewing plans and documents and in monitoring constructionTrade Property. Tenant shall maintain during promptly repair any damage to the course Premises caused by its removal of construction, at its sole cost and expense, builders’ risk insurance for the amount any of the completed value of the Alterations on an all-risk non-reporting form covering all improvements under construction, including building materials, and other insurance in amounts and against such risks as Landlord shall reasonably require in connection with the Alterations. In addition to and without limitation on the generality of the foregoing, Tenant shall ensure that its contractor(s) procure and maintain in full force and effect during the course of construction a “broad form” commercial general liability and property damage policy of insurance naming Landlord, Tenant and Landlord’s lenders, if any, as additional insureds. The minimum limit of coverage of the aforesaid policy shall be in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of one person in any one accident or occurrence and in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of more than one person in any one accident or occurrence, and shall contain a severability of interest clause or a cross liability endorsement. Such insurance shall further insure Landlord and Tenant against liability for property damage of at least Three Million Dollars ($3,000,000.00). (c) Tenant agrees not to proceed to make any Alterations, notwithstanding consent from Landlord to do so, until Tenant notifies Landlord in writing of the date Tenant desires to commence construction or installation of such Alterations and Landlord has approved such date in writing, in order that Landlord may post appropriate notices to avoid any liability to contractors or material suppliers for payment for Tenant’s improvements. Tenant will at all times permit such notices to be posted and to remain posted until the completion of workTrade Property.

Alterations. (a) Tenant shall have the right from time to time after the completion of the Building(s) and at its sole cost and expense to make additions, alterations and changes, structural or otherwise (any addition, alteration or change involving an estimated cost up to but not before exceeding $750,000, reasonably adjusted for inflation every 5 Years in the same manner as the Base Rent is adjusted pursuant to Section 4.1 hereof, being called an “Alteration” and any addition, alteration, or during the Term make or suffer to be made any alterations, additions or improvements change involving an estimated cost of more than $750,000 being hereinafter called a “Substantial Alteration”) in or to the Premises (herein collectively called “Alterations”) without first obtaining Landlord’s written approval thereof based on detailed plans and specifications submitted by Tenant. Landlord’s approval may be withheld in Landlord’s sole and absolute discretion if any Alterations could in Landlord’s judgment affect the structure of the Building or the electrical, mechanical, heating, ventilation or air conditioning, life safety or plumbing systems of the Building (collectively the “Building Systems”), be visible from outside the Premises, or require additional code compliance or similar work not included in the Alterations; otherwise, Landlord’s consent shall not be unreasonably withheld. Without limiting the foregoing, all Alterations shall also be subject to the provisions provided no Event of Section 11.2 below. Notwithstanding the foregoing, Tenant Default shall be permitted to make Alterations that do not affect the structure of the Building or the Building Systems that in the aggregate do not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) without the prior written consent of Landlord; providedcontinuing, subject, however, that Tenant in all cases to the following: (a) No Substantial Alteration shall provide Landlord copies of all permits, plans and other related documents in connection with such Alterationsbe commenced except after twenty (20) days prior written notice to Landlord. (b) Any No Alteration to the Premises or Substantial Alteration shall be at Tenant’s sole cost undertaken until Tenant shall have procured and expensepaid for, so far as the same may be required from time to time, all permits and authorizations from all municipal departments and governmental sub-divisions having jurisdiction. Landlord shall join, but without expense to Landlord, in compliance with all applicable Laws the application for such permits or authorizations whenever such action is necessary. (c) Any Substantial Alteration (other than alterations affecting the plumbing, heating, electrical and all requirements requested other Building utilities) shall be conducted under the supervision of an architect or engineer selected by Landlord, including, without limitation, the requirements of any insurer providing coverage for the Premises or the Building or any part thereofTenant, and no such Substantial Alteration shall be made, except in accordance with detailed plans and specifications and cost estimates prepared and approved in writing by such architect or engineer and reasonably approved in writing by Landlord, and shall such approval not to be constructed and installed by a contractor reasonably approved in writing by Landlord. As a further condition to giving consentunreasonably withheld, with respect to Alterations that could affect the structural components of the Building Systems conditioned or which in the aggregate exceed One Million Dollars ($1,000,000.00) in cost, Landlord may require Tenant to provide Landlord, at Tenant’s sole cost and expense, a payment and performance bond in form reasonably acceptable to Landlord, in a principal amount not less than the estimated costs of such Alterations, to ensure Landlord against any liability for mechanics’ and materialmen’s liens and to ensure completion of work. Before Alterations may begin, valid building permits or other permits or licenses required must be furnished to Landlord, and, once the Alterations begin, Tenant will diligently and continuously pursue their completion. Landlord may monitor construction of the Alterations and Tenant shall reimburse Landlord for its reasonable costs (including, without limitation, the costs of any construction manager retained by Landlord) in reviewing plans and documents and in monitoring construction. Tenant shall maintain during the course of construction, at its sole cost and expense, builders’ risk insurance for the amount of the completed value of the Alterations on an all-risk non-reporting form covering all improvements under construction, including building materials, and other insurance in amounts and against such risks as Landlord shall reasonably require in connection with the Alterationsdelayed. In addition to and without limitation on the generality of items mentioned in the foregoingpreceding sentence, Tenant shall ensure that its contractor(s) procure and maintain in full force and effect during also provide to Landlord evidence reasonably satisfactory to Landlord as to the course of construction a “broad form” commercial general liability and property damage policy of insurance naming Landlord, funds available to Tenant and Landlord’s lenders, if any, as additional insureds. The minimum limit of coverage of the aforesaid policy shall be in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of one person in any one accident or occurrence and in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of more than one person in any one accident or occurrence, and shall contain a severability of interest clause or a cross liability endorsement. Such insurance shall further insure Landlord and Tenant against liability for property damage of at least Three Million Dollars ($3,000,000.00)to complete such Substantial Alteration. (cd) Tenant agrees not to proceed to make Any Alterations or Substantial Alterations shall be made with reasonable dispatch (Unavoidable Delays excepted) and in a good and workmanlike manner and in compliance in all material respects with all applicable permits and authorizations and buildings and zoning laws and with all other Legal Requirements of any Alterations, notwithstanding consent from Landlord to do so, until Tenant notifies Landlord in writing of the date Tenant desires to commence construction or installation of such Alterations and Landlord has approved such date in writing, in order that Landlord may post appropriate notices to avoid any liability to contractors or material suppliers for payment for Tenant’s improvements. Tenant will at all times permit such notices to be posted and to remain posted until the completion of workGovernmental Authority.

Alterations. (a) A. Tenant shall not before or during the Term make or suffer allow to be made (except as otherwise provided in this Lease Agreement) any alterations, alterations or physical additions or improvements (including fixtures) in or to the Leased Premises (herein collectively called “Alterations”) which for the purposes hereof includes the placement of safes, vaults and other heavy furniture or equipment), without first obtaining Landlord’s written approval thereof based on detailed plans and specifications submitted by Tenant. Landlord’s approval may be withheld in Landlord’s sole and absolute discretion if any Alterations could in Landlord’s judgment affect the structure of the Building or the electrical, mechanical, heating, ventilation or air conditioning, life safety or plumbing systems of the Building (collectively the “Building Systems”), be visible from outside the Premises, or require additional code compliance or similar work not included in the Alterations; otherwise, Landlord’s consent shall not be unreasonably withheld. Without limiting the foregoing, all Alterations shall also be subject to the provisions of Section 11.2 below. Notwithstanding the foregoing, Tenant shall be permitted to make Alterations that do not affect the structure of the Building or the Building Systems that in the aggregate do not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) without the prior written consent of Landlord; provided, however, Landlord’s consent to (i) any alterations or physical additions (including fixtures) to the Leased Premises which do not affect the HVAC, plumbing, electrical or mechanical systems or structural elements of the Leased Premises or the Building or (ii) the placement of safes, vaults or other heavy furniture or equipment within the Leased Premises, shall not be unreasonably withheld, conditioned or delayed. In addition, Tenant shall not be permitted to take x-rays or core drill or penetrate the floor of the Leased Premises or any other floor of the Building without first obtaining the Landlord’s consent, which consent shall not be unreasonably withheld, conditioned or delayed. However, notwithstanding the foregoing, Landlord acknowledges and agrees that Tenant may drill into the floor slab for plumbing associated with drainage, the location and scheduling thereof to be consented to by Landlord, which consent shall provide not be unreasonably withheld, conditioned or delayed. The cost of any consultant or engineer hired by Landlord copies of all permits, plans and other related documents in connection with such Alterationswork undertaken by Tenant shall be paid for by Tenant as additional rent hereunder. Tenant shall submit requests for consent to make alterations or physical additions together with copies of the plans and specifications for such alterations. Subsequent to obtaining Landlord’s consent and prior to commencement of construction of the alterations or physical additions, Tenant shall deliver to Landlord the building permit, a copy of the executed construction contract covering the alterations and physical additions and evidence of contractor’s and subcontractor’s insurance, such insurance being with such companies, for such periods and in such amounts as Landlord may reasonably require, naming the Landlord Parties (as defined on Exhibit I) as additional insureds. Tenant shall pay to Landlord upon demand a review fee in the amount of Landlord’s actual costs incurred to compensate Landlord for the cost of review and approval of the plans and specifications and for additional administrative costs incurred in monitoring the construction of the alterations, all such charges to Tenant to be reasonable. Tenant shall deliver to Landlord a copy of the “as-built” plans and specifications for all alterations or physical additions so made in or to the Leased Premises, and shall reimburse Landlord for the cost incurred by Landlord to update its current architectural plans for the Building. B. Tenant shall indemnify, defend (bwith counsel reasonably acceptable to Landlord) Any Alteration and hold harmless the Landlord Parties from and against all costs (including reasonable attorneys’ fees and costs of suit), losses, liabilities, or causes of action arising out of or relating to any alterations, additions or improvements made by Tenant to the Premises Leased Premises, including but not limited to any mechanics’ or materialmen’s liens asserted in connection therewith. C. Tenant shall not be deemed to be the agent or representative of Landlord in making any such alterations, physical additions or improvements to the Leased Premises, and shall have no right, power or authority to encumber any interest in the Complex in connection therewith other than Tenant’s leasehold estate under this Lease Agreement. However, should any mechanics’ or other liens be filed against any portion of the Complex or any interest therein (other than Tenant’s leasehold estate hereunder) by reason of Tenant’s acts or omissions or because of a claim against Tenant or its contractors, Tenant shall cause the same to be canceled or discharged of record by bond or otherwise within twenty (20) days after notice by Landlord. If Tenant shall fail to cancel or discharge said lien or liens, within said twenty (20) day period, which failure shall be deemed to be an Event of Default hereunder without the necessity of any further notice, Landlord may, at Tenantits sole option and in addition to any other remedy of Landlord hereunder, cancel or discharge the same and upon Landlord’s sole cost demand, Tenant shall promptly reimburse Landlord for all costs incurred in canceling or discharging such lien or liens. D. Tenant shall cause all alterations, physical additions, and expenseimprovements (including fixtures), constructed or installed in compliance the Leased Premises by or on behalf of Tenant to comply with all applicable Laws governmental codes, ordinances, rules, regulations and all requirements requested laws. Tenant acknowledges and agrees that neither Landlord’s review and approval of Tenant’s plans and specifications nor its observation or supervision of the construction or installation thereof shall constitute any warranty or agreement by LandlordLandlord that same comply with such codes, ordinances, rules, regulations and laws or release Tenant from its obligations under this Section 10.D. E. Tenant shall be wholly responsible for any accommodations or alterations that are required by applicable governmental codes, ordinances, rules, regulations and laws to be made to the Leased Premises to accommodate disabled employees and customers of Tenant, including, without limitation, compliance with the Americans with Disabilities Act (42 U.S.C. §§ 12101 et seq.) and the Texas Architectural Barriers Act (Texas Government Code, Chapter 469) (collectively, the “Accommodation Laws”) to the extent interpreted and enforced from time to time, as well as all applicable regulatory requirements promulgated by the Centers for Medicare and Medicaid Services (“CMS”), the State of any insurer providing coverage for Texas, Occupational Safety and Health Administration and the Premises or administrative regulations promulgated thereunder and all other federal, state and local statutory and regulatory requirements and building codes, including, without limitation, state hospital licensing standards and CMS certification regulations (collectively, the Building or any part thereof“Healthcare Laws”). Except to the extent provided below, and in accordance with plans and specifications approved in writing by Landlord, and Landlord shall be constructed responsible for making all accommodations and installed by a contractor reasonably approved in writing by Landlord. As a further condition alterations to giving consent, with respect to Alterations that could affect the structural components Common Areas of the Building Systems or which in necessary to comply with the aggregate exceed One Million Dollars ($1,000,000.00) in costAccommodation Laws and any other federal, state and local statutory and regulatory requirements and building codes. Notwithstanding the foregoing, Landlord may require Tenant to provide Landlordperform, at Tenant’s sole cost and expense, a payment and performance bond in form reasonably acceptable any accommodations or alterations that are required by the Accommodation Laws and/or Healthcare Laws or that are required by any governmental official acting pursuant to Landlord, in a principal amount not less than the estimated costs of such Alterations, Accommodation Laws and/or Healthcare Laws to ensure Landlord against any liability for mechanics’ and materialmen’s liens and to ensure completion of work. Before Alterations may begin, valid building permits or other permits or licenses required must be furnished to Landlord, and, once the Alterations begin, Tenant will diligently and continuously pursue their completion. Landlord may monitor construction area outside of the Alterations Leased Premises which are triggered by any alterations or additions to the Leased Premises or by the proposed use of the Premises as described in Section 3 and Tenant shall reimburse Landlord for its reasonable costs (including, without limitation, the costs of any construction manager retained by Landlord) in reviewing plans and documents and in monitoring construction. Tenant shall maintain during the course of construction, at its sole such cost and expense, builders’ risk insurance for the amount expense within thirty (30) days of the completed value of the Alterations on an all-risk non-reporting form covering all improvements under construction, including building materials, and other insurance in amounts and against such risks as Landlord shall reasonably require in connection with the Alterations. In addition to and without limitation on the generality of the foregoing, Tenant shall ensure that its contractor(s) procure and maintain in full force and effect during the course of construction a “broad form” commercial general liability and property damage policy of insurance naming Landlord, Tenant and Landlord’s lenders, if any, as additional insureds. The minimum limit of coverage of the aforesaid policy shall be in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of one person in any one accident or occurrence and in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of more than one person in any one accident or occurrence, and shall contain a severability of interest clause or a cross liability endorsement. Such insurance shall further insure Landlord and Tenant against liability for property damage of at least Three Million Dollars ($3,000,000.00)demand. (c) Tenant agrees not to proceed to make any Alterations, notwithstanding consent from Landlord to do so, until Tenant notifies Landlord in writing of the date Tenant desires to commence construction or installation of such Alterations and Landlord has approved such date in writing, in order that Landlord may post appropriate notices to avoid any liability to contractors or material suppliers for payment for Tenant’s improvements. Tenant will at all times permit such notices to be posted and to remain posted until the completion of work.

Alterations. (a) After the Commencement Date, Tenant shall not before or during the Term make or suffer to be made any alterations, additions or improvements in or to the Premises (herein collectively called “Alterations”) without first obtaining Landlord’s written approval thereof based on detailed plans and specifications submitted by Tenant. Landlord’s approval may be withheld in Landlord’s sole and absolute discretion if permit any Alterations could in Landlord’s judgment affect the structure of the Building in, on or the electrical, mechanical, heating, ventilation or air conditioning, life safety or plumbing systems of the Building (collectively the “Building Systems”), be visible from outside about the Premises, or require additional code compliance or similar work except for nonstructural Alterations not included exceeding Twenty-Five Thousand and no/100ths Dollars ($25,000.00) in cost during any twelve (12) month period, without the Alterations; otherwiseprior written consent of Landlord, Landlord’s which consent shall not be unreasonably withheld. Without limiting the foregoing, all Alterations shall also be subject and according to the provisions of Section 11.2 belowplans and specifications reasonably approved in writing by Landlord. Notwithstanding the foregoing, Tenant shall be permitted to make Alterations that do not affect the structure of the Building or the Building Systems that in the aggregate do not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) not, without the prior written consent of Landlord; provided, however, that Tenant shall provide Landlord copies of all permits, plans and other related documents in connection with such Alterations. make any (bi) Any Alteration alterations to the Premises exterior of the Building; (ii) alterations to and penetrations of the roof of the Building; or (iii) alterations visible from outside the Building to which Landlord may withhold Landlord's consent on wholly aesthetic grounds. All Alterations shall be installed at Tenant’s 's sole cost and expense, in compliance with all applicable Laws laws and all permit requirements requested by Landlorda licensed contractor, including, without limitation, the requirements of any insurer providing coverage for shall be done in a good and workmanlike manner conforming in quality and design with the Premises or existing as of the Commencement Date, and shall not diminish the value of either the Building or any part thereof, the Premises. All Alterations made by Tenant shall be and in accordance with plans and specifications approved in writing by Landlord, become the property of Landlord upon installation and shall not be constructed and installed by a contractor reasonably approved in writing by Landlord. As a further condition to giving consentdeemed Tenant's Personal Property; provided, with respect to Alterations however, that could affect the structural components of the Building Systems or which in the aggregate exceed One Million Dollars ($1,000,000.00) in costLandlord may, Landlord may at its option, require Tenant to provide Landlordthat Tenant, at Tenant’s sole cost and 's expense, a payment remove any or all Alterations installed by Tenant and performance bond in form reasonably acceptable return the Premises to Landlord, in a principal amount not less than the estimated costs of such Alterations, to ensure Landlord against any liability for mechanics’ and materialmen’s liens and to ensure completion of work. Before Alterations may begin, valid building permits or other permits or licenses required must be furnished to Landlord, and, once the Alterations begin, Tenant will diligently and continuously pursue their completion. Landlord may monitor construction condition as of the Commencement Date of this Lease, normal wear and tear excepted and subject to the provisions of Paragraph 23. If Tenant removes any Alterations and Tenant shall reimburse Landlord for its reasonable costs (including, without limitation, the costs of any construction manager retained by Landlord) in reviewing plans and documents and in monitoring construction. Tenant shall maintain during the course of construction, at its sole cost and expense, builders’ risk insurance for the amount of the completed value of the Alterations on an all-risk non-reporting form covering all improvements under construction, including building materials, and other insurance in amounts and against such risks as Landlord shall reasonably require in connection with the Alterations. In addition to and without limitation on the generality of the foregoingrequired or permitted herein, Tenant shall ensure that its contractor(s) procure repair any and maintain in full force all damage to the Premises caused by such removal and effect during return the course Premises to their condition as of construction a “broad form” commercial general liability the Commencement Date, normal wear and property damage policy tear excepted and subject to the provisions of insurance naming LandlordParagraph 22. Notwithstanding any other provision of this Lease, Tenant shall be solely responsible for the maintenance and Landlord’s lenders, if any, as additional insuredsrepair of any Alterations made by it to the Premises. The minimum limit provisions of coverage of this Paragraph 12 shall not apply to the aforesaid policy Tenant Improvements which shall be governed by the provisions set forth in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of one person in any one accident or occurrence and in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of more than one person in any one accident or occurrence, and shall contain a severability of interest clause or a cross liability endorsement. Such insurance shall further insure Landlord and Tenant against liability for property damage of at least Three Million Dollars ($3,000,000.00). (c) Tenant agrees not to proceed to make any Alterations, notwithstanding consent from Landlord to do so, until Tenant notifies Landlord in writing of the date Tenant desires to commence construction or installation of such Alterations and Landlord has approved such date in writing, in order that Landlord may post appropriate notices to avoid any liability to contractors or material suppliers for payment for Tenant’s improvements. Tenant will at all times permit such notices to be posted and to remain posted until the completion of work.Work Letter Agreement attached as EXHIBIT D.

Alterations. (a) Landlord hereby consents to certain Tenant Improvements, on the terms and subject to the conditions of Exhibit C. Tenant shall not before or during the Term make or suffer to be made permit any alterationsAlterations in, additions on or improvements in or to about the Premises (herein collectively called “Alterations”) without first obtaining Landlord’s written approval thereof based on detailed plans and specifications submitted by Tenant. Landlord’s approval may be withheld in Landlord’s sole and absolute discretion if any Alterations could in Landlord’s judgment affect the structure of the Building or the electrical, mechanical, heating, ventilation or air conditioning, life safety or plumbing systems of the Building (collectively the “Building Systems”), be visible from outside the Premises, or require additional code compliance or similar work not included in the Alterations; otherwise, Landlord’s consent shall not be unreasonably withheld. Without limiting the foregoing, all Alterations shall also be subject to the provisions of Section 11.2 below. Notwithstanding the foregoing, Tenant shall be permitted to make Alterations that do not affect the structure of the Building or the Building Systems that in the aggregate do not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) without the prior written consent of Landlord; provided, however, that Tenant shall provide Landlord copies of all permits, plans and other related documents in connection with such Alterations. (b) Any Alteration to the Premises shall be at Tenant’s sole cost and expense, in compliance with all applicable Laws and all requirements requested by Landlord, including, without limitation, the requirements of any insurer providing coverage for the Premises or the Building or any part thereof, and in accordance with according to plans and specifications approved in writing by Landlord, which consent and approval shall not be constructed and installed by unreasonably withheld, conditioned or delayed. Except in the case of the Tenant Improvements which are the subject of the Initial Installation, Landlord, at its sole option, may, however, require as a contractor reasonably approved in writing by Landlord. As a further condition to giving the granting of any such consent, with respect that Tenant provide to Alterations that could affect the structural components of the Building Systems or which in the aggregate exceed One Million Dollars ($1,000,000.00) in cost, Landlord may require Tenant to provide Landlord, at Tenant’s sole cost and expense, a payment lien and performance completion bond in form reasonably acceptable an amount equal to Landlord, in a principal amount not less than the one and one-half (1½) times any and all estimated costs of such Alterationsany intended improvements to the Premises, to ensure insure Landlord against any liability for mechanics’ and materialmen’s liens and to ensure insure completion of the work. Before Alterations may beginExcept in the case of the Tenant Improvements which are the subject of the Initial Installation, valid building permits or other permits or licenses required must be furnished to Landlord, and, once and unless otherwise agreed in writing by the Alterations beginparties, Tenant will diligently and continuously pursue their completion. Landlord may monitor construction of the Alterations and Tenant shall reimburse Landlord for its reasonable costs (including, without limitation, the costs of any construction manager retained by Landlord) in reviewing plans and documents and in monitoring construction. Tenant shall maintain during the course of constructionshall, at its sole cost and expense, builders’ risk insurance for obtain all necessary permits and governmental inspections and approvals required in connection with any Alterations. All Alterations shall be installed at Tenant’s sole expense (except as expressly set forth in this Lease), in compliance with all applicable laws (including, but not limited to, The American With Disabilities Act, and any state or local building, fire or safety codes, ordinances or regulations), the amount Rules and Regulations and the CC&R’s, by Landlord’s contractor unless otherwise agreed by the parties. All Alterations shall be done in a good and workmanlike manner conforming in quality and design with the Premises existing as of the completed Commencement Date, and shall not diminish the value of the Project. All Alterations on an all-risk non-reporting form covering all improvements under construction, including building materials, made by Tenant shall be and become the property of Landlord upon installation and shall not be deemed Tenant’s Personal Property. Notwithstanding any other insurance in amounts and against such risks as Landlord shall reasonably require in connection with the Alterations. In addition to and without limitation on the generality provisions of the foregoingthis Lease, Tenant shall ensure that its contractor(s) procure be solely responsible for the maintenance and maintain in full force repair of any and effect during all Alterations made by it to the course Premises. Tenant shall give Landlord written notice of construction a “broad form” commercial general liability and property damage policy of insurance naming Landlord, Tenant and LandlordTenant’s lenders, if any, as additional insureds. The minimum limit of coverage of intention to perform any Alterations on the aforesaid policy shall be in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of one person in any one accident or occurrence and in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of more than one person in any one accident or occurrence, and shall contain a severability of interest clause or a cross liability endorsement. Such insurance shall further insure Landlord and Tenant against liability for property damage of Premises at least Three Million Dollars twenty ($3,000,000.00). (c20) Tenant agrees not days prior to proceed to make any Alterations, notwithstanding consent from Landlord to do so, until Tenant notifies Landlord in writing of the date Tenant desires to commence construction or installation commencement of such Alterations to enable Landlord to post and Landlord has approved record an appropriate Notice of Non-responsibility or other notice deemed proper before the commencement of any such date in writing, in order that Landlord may post appropriate notices to avoid any liability to contractors or material suppliers for payment for Tenant’s improvements. Tenant will at all times permit such notices to be posted and to remain posted until the completion of workAlterations.

Alterations. (a) Tenant shall not before or during the Term install any signs, fixtures, improvements, nor make or suffer to be made permit any alterationsother alterations or additions (individually, additions or improvements in or to an “Alteration”, and collectively, the Premises (herein collectively called “Alterations”) without first obtaining Landlord’s written approval thereof based on detailed plans and specifications submitted by Tenant. Landlord’s approval may be withheld in Landlord’s sole and absolute discretion if any Alterations could in Landlord’s judgment affect the structure of the Building or the electrical, mechanical, heating, ventilation or air conditioning, life safety or plumbing systems of the Building (collectively the “Building Systems”), be visible from outside the Premises, or require additional code compliance or similar work not included in the Alterations; otherwise, Landlord’s consent shall not be unreasonably withheld. Without limiting the foregoing, all Alterations shall also be subject to the provisions of Section 11.2 below. Notwithstanding the foregoing, Tenant shall be permitted to make Alterations that do not affect the structure of the Building or the Building Systems that in the aggregate do not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) Premises without the prior written consent of Landlord; provided, howeverexcept for Alterations that cumulatively cost less than Twenty Five Thousand Dollars ($25,000.00) and which do not affect the Building systems or the structural integrity or structural components of the Premises or the Building. In all events, that Tenant shall provide deliver at least ten (10) days prior notice to Landlord, from the date Tenant intends to commence construction, sufficient to enable Landlord copies to post a Notice of Non-Responsibility and Tenant shall obtain all permits, plans permits or other governmental approvals prior to commencing any of such work and other related documents in connection with such Alterations. (b) Any Alteration deliver a copy of same to the Premises Landlord. All Alterations shall be at Tenant’s sole cost and expense, in compliance with all applicable Laws and all requirements requested by Landlord, including, without limitation, the requirements of any insurer providing coverage for the Premises or the Building or any part thereof, and expense in accordance with plans and specifications which have been previously submitted to and approved in writing by Landlord, and shall be constructed and installed by a licensed, insured, and bonded contractor (reasonably approved in writing by Landlord. As a further condition to giving consent, with respect to Alterations that could affect the structural components of the Building Systems or which in the aggregate exceed One Million Dollars ($1,000,000.00) in cost, Landlord may require Tenant to provide Landlord, at Tenant’s sole cost and expense, a payment and performance bond in form reasonably acceptable to Landlord, in a principal amount not less than the estimated costs of such Alterations, to ensure Landlord against any liability for mechanics’ and materialmen’s liens and to ensure completion of work. Before Alterations may begin, valid building permits or other permits or licenses required must be furnished to Landlord, and, once the Alterations begin, Tenant will diligently and continuously pursue their completion. Landlord may monitor construction of the Alterations and Tenant shall reimburse Landlord for its reasonable costs (including, without limitation, the costs of any construction manager retained by Landlord) in reviewing plans compliance with all applicable Laws (including, but not limited to, the ADA), and documents all recorded matters and rules and regulations of the Industrial Center. In addition, all work with respect to any Alterations must be done in monitoring constructiona good and workmanlike manner. Landlord’s approval of any plans, specifications or working drawings for Tenant’s Alterations shall not create nor impose any responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with any laws, ordinances, rules and regulations of governmental agencies or authorities. In performing the work of any such Alterations, Tenant shall have the work performed in such a manner as not to obstruct access to the Industrial Center, or the Common Areas for any other tenant of the Industrial Center, and as not to obstruct the business of Landlord or other tenants in the Industrial Center, or interfere with the labor force working in the Industrial Center. Except with respect to the Tenant Improvements set forth in Exhibit F attached hereto, as Additional Rent hereunder, Tenant shall reimburse Landlord, within ten (10) days after demand, for actual and reasonable legal, engineering, architectural, planning and other expenses incurred by Landlord in connection with Tenant’s Alterations, plus Tenant shall pay to Landlord a fee equal to one percent (1%) of the total cost of the Alterations. If Tenant makes any Alterations, Tenant agrees to carry “Builder’s All Risk” insurance, in an amount approved by Landlord and such other insurance as Landlord may require, it being understood and agreed that all of such Alterations shall be insured by Tenant in accordance with the terms of this Lease immediately upon completion thereof. Tenant shall maintain during keep the course Premises and the property on which the Premises are situated free from any liens arising out of constructionany work performed, at materials furnished or obligations incurred by or on behalf of Tenant. Tenant shall, prior to construction of any and all Alterations, cause its sole cost contractor(s) and/or major subcontractor(s) to provide insurance as reasonably required by Landlord, and expense, builders’ risk insurance for the amount of the completed value of the Alterations on an all-risk non-reporting form covering all improvements under constructionTenant shall provide such assurances to Landlord, including building materialswithout limitation, and other insurance in amounts and against such risks waivers of lien, surety company performance bonds as Landlord shall reasonably require in connection with the Alterations. In addition to and without limitation on the generality assure payment of the foregoing, Tenant shall ensure that its contractor(s) procure and maintain in full force and effect during the course of construction a “broad form” commercial general liability and property damage policy of insurance naming Landlord, Tenant and Landlord’s lenders, if any, as additional insureds. The minimum limit of coverage of the aforesaid policy shall be in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of one person in any one accident or occurrence and in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of more than one person in any one accident or occurrence, and shall contain a severability of interest clause or a cross liability endorsement. Such insurance shall further insure costs thereof to protect Landlord and Tenant the Industrial Center from and against liability for property damage of at least Three Million Dollars ($3,000,000.00)any loss from any mechanic’s, materialmen’s or other liens. (c) Tenant agrees not to proceed to make any Alterations, notwithstanding consent from Landlord to do so, until Tenant notifies Landlord in writing of the date Tenant desires to commence construction or installation of such Alterations and Landlord has approved such date in writing, in order that Landlord may post appropriate notices to avoid any liability to contractors or material suppliers for payment for Tenant’s improvements. Tenant will at all times permit such notices to be posted and to remain posted until the completion of work.

Alterations. (a) A. Tenant shall not before or during the Term make or suffer to be made any alterations, additions or improvements in to any Site or to the Premises any portion thereof (herein collectively called “Alterations”) without first obtaining Landlord’s the prior written approval thereof based on detailed plans and specifications submitted by Tenant. Landlord’s approval may be withheld in Landlord’s sole and absolute discretion if any Alterations could in Landlord’s judgment affect the structure consent of the Building or the electrical, mechanical, heating, ventilation or air conditioning, life safety or plumbing systems of the Building (collectively the “Building Systems”), be visible from outside the Premises, or require additional code compliance or similar work not included in the Alterations; otherwise, Landlord’s consent Landlord which shall not be unreasonably withheld. Without limiting the foregoing, all Alterations shall also be subject to the provisions of Section 11.2 below. Notwithstanding the foregoing, Tenant shall be permitted to make Alterations that do not affect the structure of the Building conditioned or the Building Systems that in the aggregate do not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) without the prior written consent of Landlorddelayed; provided, however, that so long as no Event of Default has occurred and is continuing, Landlord’s prior written consent shall not be required, but prior written notice shall be delivered to Landlord accompanied with full and complete drawings and plans prepared by a licensed architect or engineer, if applicable, for any Alterations to a Site that: (i) are not structural additions or structural alterations to such Site; (ii) will not change the essential nature of any Building as a restaurant and gift shop or ancillary uses; (iii) will not materially and adversely affect the structural elements or roof of any Building, the proper functioning of a Building’s systems nor the impair the value of such Building; and (iv) do not exceed the cost of Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) for any Site on an annual basis. In seeking approval from Landlord of any Alterations, if required, Tenant shall provide Landlord copies with (1) full and complete set of all permits, drawings and plans for the proposed Alterations prepared by a licensed architect or engineer; and other related documents (2) notice of whether the Alteration will involve or affect Hazardous Materials. Tenant shall not have the right to seek any zoning changes or variances in connection with any Alterations without Landlord’s approval, provided that Landlord’s consent to a variance in connection with any Alterations shall not be unreasonably withheld provided such Alterations. (b) Any Alteration to variance does not change the Premises essential nature of any Building. Tenant shall be at Tenant’s sole cost and expense, in compliance with all applicable Laws and all requirements requested by Landlordreimburse Landlord upon demand for any reasonable third party out-of-pocket costs, including, without limitation, the requirements attorney’s fees and engineering advisor’s fees, related to Landlord’s review of any insurer providing coverage for the Premises or the Building or any part thereof, and in accordance with plans and specifications approved in writing Alterations request by Landlord, and Tenant. B. All Alterations shall be constructed and installed by a contractor reasonably approved in writing by Landlord. As a further condition to giving consentTenant, with respect to Alterations that could affect the structural components of the Building Systems or which in the aggregate exceed One Million Dollars ($1,000,000.00) in cost, Landlord may require Tenant to provide Landlord, at Tenant’s sole cost and expense, a payment and performance bond in form reasonably acceptable without expense to Landlord, in a principal amount good, first-class, professional and workmanlike manner so as not to void or make voidable any roof or other warranties, employing materials of first-class quality free of material defects, and in compliance with all Law, all applicable Encumbrances and all regulations and orders, rules and regulations of the Board of Fire Insurance Underwriters or any other body exercising similar functions, and in compliance with the terms and conditions of this Lease. C. Prior to the commencement of construction of any Alteration that required Landlord’s consent hereunder, Tenant shall deliver to Landlord certificates evidencing the existence of (a) workmen’s compensation insurance with coverage limits not less than the estimated costs of such Alterations, to ensure Landlord against any liability for mechanics’ and materialmen’s liens and to ensure completion of work. Before Alterations may begin, valid building permits or other permits or licenses required must be furnished to Landlord, and, once the Alterations begin, Tenant will diligently and continuously pursue their completion. Landlord may monitor construction of the Alterations and Tenant shall reimburse Landlord for its reasonable costs (including, without limitation, the costs of any construction manager retained by Landlord) in reviewing plans and documents and in monitoring construction. Tenant shall maintain during the course of construction, at its sole cost and expense, builders’ risk insurance for the amount of the completed value of the Alterations on an all-risk non-reporting form statutory limits covering all improvements under construction, including building materials, and other persons employed for such work; (b) a completed operations endorsement to the commercial general liability insurance in amounts and against such risks as Landlord shall reasonably require in connection with the Alterations. In addition policy referred to and without limitation on the generality of the foregoing, Tenant shall ensure that its contractor(sSection 15.B; (c) procure and maintain in full force and effect during the course of construction a “broad form” commercial reasonable comprehensive general liability and property damage policy of insurance naming Landlord, its designees and Tenant as additional insureds, with coverage of at least $1,000,000 single-limit or such greater amount as may be reasonably requested by Landlord; and Landlord’s lenders(d) builders all risk insurance on a completed value basis (or its equivalent) covering all physical loss, in an amount no less than the full replacement value of the Alterations in question. D. Promptly upon the completion of construction of any Alteration that is permanently affixed to the Premises and alters the existing footprint or elevation of a Building, Tenant shall deliver to Landlord one complete set of “as built” drawings thereof (and if the Alterations involve any change to the footprint of the applicable Building or the erection of a new building, an ALTA survey for the applicable Site certified to Landlord and any Landlord Mortgagee), proof of payment for all labor and materials, and if and to the extent commercially obtainable, copies of guarantees, if any, as additional insureds. The minimum limit from all major contractors in favor of coverage of the aforesaid policy shall be in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of one person in any one accident or occurrence and in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of more than one person in any one accident or occurrence, and shall contain a severability of interest clause or a cross liability endorsement. Such insurance shall further insure Landlord and Tenant (jointly and separately) against liability for property damage defects and deficiencies in materials and workmanship, and requiring the correction of the same upon demand of Landlord and Tenant at least Three Million Dollars ($3,000,000.00)the expense of such contractor. (c) Tenant agrees not to proceed to make any E. All Alterations, notwithstanding consent from whether temporary or permanent in character, made in or upon the Premises either by Landlord or Tenant (other than Tenant’s Personal Property installed or placed on the Premises by or on behalf of Tenant) shall be Landlord’s property, and will remain with the Premises without compensation to Tenant. Notwithstanding the foregoing, in the case of any Alteration requiring Landlord’s prior written approval, Landlord may condition such approval on Tenant’s agreement to remove all or a portion of such Alteration at the end of the Term. Landlord shall provide Tenant with notice, of Tenant’s obligation to remove any such Alteration at the end of the Term upon Landlord’s review of such Alteration. If Landlord does not notify Tenant that Tenant is obligated to remove such Alteration, such Alteration may be removed at Tenant’s option. Upon the expiration or sooner termination of this Lease, all Alterations on the Premises required by Landlord to do sobe removed as aforesaid, until or any part or parts thereof so designated by Landlord, shall be removed from the Premises by Tenant notifies Landlord in writing and the Premises restored to the same or better condition than existed immediately prior to the construction of the date Alteration, reasonable wear and tear, and damage from fire or other casualty excepted. Notwithstanding Section 4.B, it shall not be an Event of Default if Tenant desires reduces or ceases operation (only to commence the extent reasonably necessary) during the construction of any Alterations made in accordance with the terms and provisions of this Lease, so long as such reduction or installation ceasing of operations does not continue for more than ninety (90) consecutive days in the aggregate with respect to any such Alterations and Landlord has approved such date in writingAlteration, in order that Landlord may post appropriate notices subject to avoid any liability to contractors or material suppliers for payment for Tenant’s improvements. Tenant will at all times permit such notices to be posted and to remain posted until the completion of workForce Majeure Delays.

Alterations. (a) Tenant shall not before or during the Term make or suffer to be made any no alterations, installations, changes or additions or improvements in or to the Premises or the Project (herein collectively called collectively, “Alterations”) without first obtaining Landlord’s prior written approval thereof based on detailed plans and specifications submitted by Tenant. Landlord’s approval may be withheld in Landlord’s sole and absolute discretion if any Alterations could in Landlord’s judgment affect the structure of the Building or the electricalconsent, mechanical, heating, ventilation or air conditioning, life safety or plumbing systems of the Building (collectively the “Building Systems”), be visible from outside the Premises, or require additional code compliance or similar work not included in the Alterations; otherwise, Landlord’s which consent shall not be unreasonably withheldwithheld or conditioned. Without limiting However, for jobs expected to cost in excess of $500,000.00, Landlord may condition its consent on Tenant obtaining a lien and completion bond or some alternate form of security to ensure the foregoing, all Alterations shall also be subject lien free completion of such Alteration if such requirement is reasonably justified by the size of the job and Tenant’s then financial condition. Notwithstanding anything to the provisions of Section 11.2 below. Notwithstanding the foregoingcontrary contained herein, Tenant shall be permitted may make strictly cosmetic changes to make Alterations the finish work in the Premises and other modifications to the Premises that do not affect require a permit (collectively, “Cosmetic Alterations”), without Landlord’s consent, provided that the structure aggregate cost of any such alterations does not exceed $100,000.00 in any twelve (12) month period (except that such $100,000.00 limit shall not apply to painting or installation of new carpet), and further provided that such alterations do not (i) require any structural or other substantial modifications to the Premises, (ii) require any changes to, nor adversely affect, the systems and equipment of the Building or the Building Systems that in the aggregate do not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) without the prior written consent of Landlord; provided, however, that Tenant shall provide Landlord copies of all permits, plans and other related documents in connection with such Alterations. (b) Any Alteration to the Premises shall be at Tenant’s sole cost and expense, in compliance with all applicable Laws and all requirements requested by Landlord, including, without limitation, the requirements of any insurer providing coverage for the Premises or the Building or any part thereof, and in accordance with plans and specifications approved in writing by Landlord, and shall be constructed and installed by a contractor reasonably approved in writing by Landlord. As a further condition to giving consent, with respect to Alterations that could affect the structural components of the Building Systems or which in the aggregate exceed One Million Dollars ($1,000,000.00) in cost, Landlord may require Tenant to provide Landlord, at Tenant’s sole cost and expense, a payment and performance bond in form reasonably acceptable to Landlord, in a principal amount not less than the estimated costs of such Alterations, to ensure Landlord against any liability for mechanics’ and materialmen’s liens and to ensure completion of work. Before Alterations may begin, valid building permits or other permits or licenses required must be furnished to Landlord, and, once the Alterations begin, Tenant will diligently and continuously pursue their completion. Landlord may monitor construction of the Alterations and Tenant shall reimburse Landlord for its reasonable costs Project (including, without limitation, the costs sprinkler system), or (iii) affect the exterior appearance of any construction manager retained by Landlord) in reviewing plans and documents and in monitoring constructionthe Project. Tenant shall maintain during give Landlord at least fifteen (15) days prior notice of such Cosmetic Alterations, which notice shall be accompanied by reasonably adequate evidence that such changes meet the course criteria contained in this Section 9(c). Any Alterations approved by Landlord must be performed in accordance with the terms hereof, using only contractors or mechanics reasonably approved by Landlord in writing and upon the approval by Landlord in writing of constructionfully detailed and dimensioned plans and specifications pertaining to the Alterations in question, to be prepared and submitted by Tenant at its sole cost and expense. If Landlord fails to disapprove a proposed Alteration within ten (10) days after Tenant delivers a written request to approve the same together with plans and specifications as described above, builders’ risk insurance for the amount Tenant may send Landlord written notice of the completed value such failure and if Landlord still fails to respond within five (5) days after Tenant’s proper delivery of the such notice, such Alteration shall be deemed approved by Landlord. Tenant shall at its sole cost and expense obtain all necessary approvals and permits pertaining to any Alterations. Tenant shall cause all Alterations on an all-risk non-reporting form covering to be performed in a good and workmanlike manner, in conformance with all improvements under constructionapplicable federal, including state, county and municipal laws, rules and regulations, pursuant to a valid building materialspermit, and other insurance in amounts and against such risks as Landlord shall reasonably require in connection conformance with the Alterations. In addition to and without limitation on the generality of the foregoing, Tenant shall ensure that its contractor(s) procure and maintain in full force and effect during the course of construction a “broad form” commercial general liability and property damage policy of insurance naming Landlord, Tenant and Landlord’s lenders, if any, as additional insureds. The minimum limit of coverage of the aforesaid policy shall be in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of one person in any one accident or occurrence reasonable construction rules and in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of more than one person in any one accident or occurrence, and shall contain a severability of interest clause or a cross liability endorsement. Such insurance shall further insure Landlord and Tenant against liability for property damage of at least Three Million Dollars ($3,000,000.00)regulations. (c) Tenant agrees not to proceed to make any Alterations, notwithstanding consent from Landlord to do so, until Tenant notifies Landlord in writing of the date Tenant desires to commence construction or installation of such Alterations and Landlord has approved such date in writing, in order that Landlord may post appropriate notices to avoid any liability to contractors or material suppliers for payment for Tenant’s improvements. Tenant will at all times permit such notices to be posted and to remain posted until the completion of work.

Alterations. Tenant may install tenant finishes in the Demised ----------- Premises and make interior alterations, additional installations, modifications, substitutions, improvements and decorations (acollectively, "Alterations") Tenant in and to the Demised Premises, subject only to the following conditions: (i) any Alterations shall not before or during the Term make or suffer to be made any alterations, additions or improvements in or at Tenant's sole cost and expense so that the Demised Premises shall at all times be free of liens for labor and materials supplied to the Premises Demised Premises; (herein collectively called “Alterations”) without first obtaining Landlord’s written approval thereof based on detailed plans and specifications submitted by Tenant. Landlord’s approval may be withheld in Landlord’s sole and absolute discretion if any Alterations could in Landlord’s judgment affect the structure of the Building or the electrical, mechanical, heating, ventilation or air conditioning, life safety or plumbing systems of the Building (collectively the “Building Systems”), be visible from outside the Premises, or require additional code compliance or similar work not included in the Alterations; otherwise, Landlord’s consent shall not be unreasonably withheld. Without limiting the foregoing, all Alterations shall also be subject to the provisions of Section 11.2 below. Notwithstanding the foregoing, Tenant shall be permitted to make Alterations that do not affect the structure of the Building or the Building Systems that in the aggregate do not exceed Two Hundred Fifty Thousand Dollars ($250,000.00ii) without the prior written consent approval of Landlord; provided, however, that Tenant shall provide Landlord copies make no Alterations (x) which are structural in nature or adversely affect in any way the structure of all permitsthe Demised Premises; or (y) which adversely affect or could render void or invalidate any Warranties under this Lease. In addition, plans and other related documents in connection with such Alterationswithout the prior written approval of Landlord, Tenant shall make no Alterations to any portion of the exterior or elevation of the Building. (biii) Any Alteration to the Premises any Alterations shall be at Tenant’s sole cost performed in a good and expense, workmanlike manner and in compliance with all applicable Laws laws and all requirements requested by Landlord, including, without limitation, the requirements of any insurer providing coverage for the Premises or the Building or any part thereof, governmental authorities having jurisdiction and in accordance with plans and specifications approved in writing by Landlord, applicable insurance requirements and shall be constructed and installed by a contractor reasonably approved in writing by Landlord. As a further condition to giving consent, with respect to Alterations that could affect the structural components of the Building Systems or which in the aggregate exceed One Million Dollars ($1,000,000.00) in cost, Landlord may require Tenant to provide Landlord, at Tenant’s sole cost and expense, a payment and performance bond in form reasonably acceptable to Landlord, in a principal amount not less than the estimated costs of such Alterations, to ensure Landlord against violate any liability for mechanics’ and materialmen’s liens and to ensure completion of work. Before Alterations may begin, valid building permits or other permits or licenses required must be furnished to Landlord, and, once the Alterations begin, Tenant will diligently and continuously pursue their completion. Landlord may monitor construction of the Alterations and Tenant shall reimburse Landlord for its reasonable costs (including, without limitation, the costs term of any construction manager retained by Landlordagreement or restriction to which the Demised Premises are subject; (iv) in reviewing plans and documents and in monitoring construction. Tenant shall maintain during the course of constructionTenant, at its sole cost and expense, builders’ shall cause its contractors to maintain builder's risk insurance for the amount of the completed value of the Alterations on an all-risk non-reporting form covering all improvements under construction, including building materials, and such other insurance (including, without limitation, workers compensation insurance) as is then customarily maintained for such work, all with insurers licensed by the State of California; (v) At least fifteen (15) days prior to Tenant's commencement of any Alterations costing in amounts and against such risks as Landlord shall reasonably require in connection with the Alterations. In addition to and without limitation on the generality excess of the foregoing, Tenant shall ensure that its contractor(s) procure and maintain in full force and effect during the course of construction a “broad form” commercial general liability and property damage policy of insurance naming Landlord, Tenant and Landlord’s lenders, if any, as additional insureds. The minimum limit of coverage of the aforesaid policy shall be in the amount of not less than Three One Million Dollars ($3,000,000.001,000,000.00), the plans and specifications therefor shall be submitted to Landlord for Landlord's review and approval, which approval shall not be unreasonably "withheld or delayed provided that the provisions of this subparagraph (v) for injury or death of one person in any one accident or occurrence and shall not apply to initial tenant improvements needed to locate a subtenant in the amount Demised Premises; and (vi) To the extent not inconsistent with the requirement set forth above, Tenant shall not be required to obtain Landlord's consent to Alterations which are a subtenant's initial tenant improvements. Any Alteration shall, when completed, be of such character as not less than Three Million Dollars to reduce the value or utility of the Demised Premises or the Building to which such Alteration is made below its value or utility to Landlord immediately before such Alteration, nor shall such Alteration alter the exterior of the Improvements or reduce the area or cubic content of the Building, nor change the character of the Demised Premises or the Building as to use without Landlord's express written consent. No change, alteration, restoration or new construction shall be in or connect the improvements with any property, building or other improvement located outside the boundaries of the Land, nor shall the same obstruct or interfere with any existing casement. Tenant shall notify Landlord in writing 30 days prior to commencing any alterations, additions or improvements to the Demised Premises so that Landlord shall have the right to record and post notices of nonresponsibility on the Demised Premises. Within a reasonable time period prior to commencing the alterations, additions or improvements, Tenant shall provide Landlord with copies of all plans and specifications prepared in connection with any such alteration, addition or improvement, as well as copies of each material amendment and change thereto, if and when applicable. All of Tenant's generators and uninterruptible power supply equipment ($3,000,000.00) for injury but in no event including the primary HVAC system serving the Building), trade fixtures, movable partitions, furniture, machinery and furnishings installed by Tenant or death assignees, subtenants or licensees of more than one person Tenant shall remain the property of the owner thereof with the right of removal, whether or not affixed and or attached to the real estate and the owner thereof shall be entitled to remove the same or any part thereof during the term or at the end of the term provided herein, provided that such owner shall repair any damage caused by such removal. Except as otherwise provided herein, all Alterations made or installed by Tenant shall remain the Property of Tenant and Tenant shall have the right to remove the Alterations at any time during the term hereof provided Tenant shall repair any damage resulting therefrom and leave the Demised Premises in a commercially reasonable condition. Notwithstanding the foregoing, any one accident or occurrenceAlterations on the Demised Premises at the end of the term shall become the property of Landlord without payment therefor by Landlord, and shall contain a severability of interest clause or a cross liability endorsement. Such insurance shall further insure be surrendered to Landlord and Tenant against liability for property damage of at least Three Million Dollars ($3,000,000.00). (c) Tenant agrees not to proceed to make any Alterations, notwithstanding consent from Landlord to do so, until Tenant notifies Landlord in writing the expiration of the date term of this Lease; provided however, if the Lease term ends prior to the thirteenth (13th) anniversary of the Lease Commencement Date, if so requested by Landlord, Tenant desires to commence construction shall, at its sole cost and expense and in as expeditious a manner as possible remove any or installation all of such Alterations and Landlord has approved such date in writingfrom the Demised Premises, in order that Landlord may post appropriate notices to avoid any liability to contractors or material suppliers for payment for Tenant’s improvementsthe extent required by Landlord. Tenant will at all times permit such notices further agrees to be posted repair any damage resulting therefrom and to remain posted until leave the completion of workDemised Premises in a commercially reasonable condition.

Alterations. (a) 17.1 Tenant shall not before or during the Term make or suffer to be made any no alterations, additions or improvements in or to the Demised Premises without Landlord's prior written consent, which approval shall not be unreasonably withheld and provided that Landlord shall not be required to incur any costs in connection therewith and then only by architects, contractors, suppliers or mechanics approved by Landlord in Landlord's sole discretion. In seeking Landlord's approval, Tenant shall provide Landlord, at least fourteen (herein collectively called “Alterations”14) without first obtaining Landlord’s written approval thereof based on detailed plans days in advance of any proposed construction, with plans, specifications, bid proposals, work contracts and specifications submitted by Tenant. Landlord’s approval such other information concerning the nature and cost of the alterations as may be withheld in reasonably requested by Landlord’s sole and absolute discretion if any Alterations could in Landlord’s judgment affect the structure . 17.2 Tenant agrees that there shall be no construction of partitions or other obstructions which might interfere with free access to mechanical installation or service facilities of the Building or interfere with the electrical, mechanical, heating, ventilation moving of Landlord's equipment to or air conditioning, life safety from the enclosures containing said installations or plumbing systems of the Building (collectively the “Building Systems”), be visible from outside the Premises, or require additional code compliance or similar facilities. 17.3 Tenant agrees that any work not included in the Alterations; otherwise, Landlord’s consent shall not be unreasonably withheld. Without limiting the foregoing, all Alterations shall also be subject to the provisions of Section 11.2 below. Notwithstanding the foregoing, by Tenant shall be permitted accomplished in such a manner as to make Alterations permit any fire sprinkler system and fire water supply lines to remain fully operable at all times. 17.4 All such work shall be done at such times and in such manner as Landlord may from time to time designate. Tenant covenants and agrees that do not affect all work done by Tenant shall be performed in full compliance with all laws, rules, orders, ordinances, directions, regulations, and requirements of all governmental agencies, offices, departments, bureaus and boards having jurisdiction, and in full compliance with the structure rules, orders, directions, regulations, and requirements of the Building or the Building Systems that in the aggregate do not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) without the prior written consent of Landlord; provided, however, that any applicable fire rating bureau. Tenant shall obtain all applicable building permits and occupancy certificate. Tenant shall provide Landlord copies of all permits, with "as-built" plans and other related documents showing any change in connection with such Alterationsthe Demised Premises. 17.5 Before commencing any work, Tenant shall give Landlord at least fourteen (b14) Any Alteration days' prior written notice of the proposed commencement of such work and shall, if required by Landlord, secure at Tenant's own cost and expenses a completion and lien indemnity bond satisfactory to Landlord for said work. 17.6 All alterations, attached equipment, decorations, fixtures, trade fixtures, additions and improvements, subject to Section 17.8, attached to or built into the Demised Premises, made by either party, including (without limiting the generality of the foregoing) all wallcovering, built-in cabinet work and paneling, exterior venting fume hoods and walk in freezers and refrigerators, shall, unless prior to such construction or installation, Landlord elects otherwise, become the property of Landlord upon the expiration or earlier termination of the term of this Lease, and shall remain upon and be surrendered with the Demised Premises as a part thereof. 17.7 Tenant shall repair any damage to the Demised Premises caused by Tenant's removal of any property from the Demised Premises. During any such restoration period, Tenant shall pay Rent to Landlord as provided herein as if said space were otherwise occupied by Tenant. 17.8 All business and trade fixtures, machinery and equipment, built-in furniture and cabinets, including but not limited to, those items listed on Exhibit "G" attached hereto, together with all additions and accessories thereto, installed in and upon the Demised Premises and paid for by Landlord shall be and remain the property of Landlord and shall not be moved by Tenant at Tenant’s sole cost any time during the term of this Lease. If Tenant shall fail to remove all of its effects from the Demised Premises prior to termination of this Lease, then Landlord may, at its option, remove the same in accordance with law, and expensestore said effects, and Tenant agrees to pay Landlord upon demand any expenses incurred for such removal and storage or Landlord may, at its option, in compliance accordance with all applicable Laws law, sell said property or any of the same, for such price as Landlord may obtain and all requirements requested by Landlordapply the proceeds of such sale against any amounts due under this Lease from Tenant to Landlord and against any expenses incident to the removal, storage and sale of said personal property. 17.9 Notwithstanding any other provision of this Article 17 to the contrary, in no event may Tenant remove any improvement from the Demised Premises as to which Landlord contributed payment, including, without limitation, the requirements Tenant Improvements made pursuant to the Work Letter and paid for by Landlord without Landlord's prior written consent, which may be withheld in Landlord's sole discretion. 17.10 Tenant shall pay to Landlord an amount equal to five percent (5%) of any insurer providing coverage the cost to Tenant of all changes installed by Tenant or its contractors or agents to cover Landlord's overhead and expenses for the Premises or the Building or any part plan review, coordination, scheduling and supervision thereof. For purposes of payment of such sum, Tenant shall submit to Landlord copies of all bills, invoices, and in accordance with plans and specifications approved in writing by Landlord, and shall be constructed and installed by a contractor reasonably approved in writing by Landlord. As a further condition to giving consent, with respect to Alterations that could affect statements covering the structural components of the Building Systems or which in the aggregate exceed One Million Dollars ($1,000,000.00) in cost, Landlord may require Tenant to provide Landlord, at Tenant’s sole cost and expense, a payment and performance bond in form reasonably acceptable to Landlord, in a principal amount not less than the estimated costs of such Alterationschanges, which will be accompanied by payment to ensure Landlord against any liability for mechanics’ and materialmen’s liens and to ensure completion of work. Before Alterations may begin, valid building permits or other permits or licenses required must be furnished to Landlord, and, once the Alterations begin, Tenant will diligently and continuously pursue their completion. Landlord may monitor construction of the Alterations and percentage fee set forth above. Tenant shall reimburse Landlord for any extra expense incurred by Landlord by reason of faulty work done by Tenant or its reasonable costs (includingcontractors, without limitationor by reason of delays caused by such work, or by reason of inadequate cleanup. Nothing contained in this provision shall be construed as obligating Tenant to pay such fee to Landlord with respect to the costs of work to be performed pursuant to the Work Letter. 17.11 Notwithstanding any construction manager retained by Landlord) in reviewing plans and documents and in monitoring construction. Tenant shall maintain during the course of construction, at its sole cost and expense, builders’ risk insurance for the amount of the completed value of the Alterations on an all-risk non-reporting form covering all improvements under construction, including building materials, and other insurance in amounts and against such risks as Landlord shall reasonably require in connection with the Alterations. In addition to and without limitation on the generality of the foregoing, Tenant shall ensure that its contractor(smay construct non-structural alterations, additions and improvements ("Minor Alterations") procure and maintain in full force and effect during the course of construction a “broad form” commercial general liability and property damage policy of insurance naming Landlord, Tenant and Landlord’s lenders, if any, as additional insureds. The minimum limit of coverage of the aforesaid policy shall be in the amount of Demised Premises with not less than Three Million fourteen (14) days prior written notice to Landlord but without Landlord's prior approval, if i) the cost of such work (whether conducted in one or a series of jobs) does not exceed Twenty Five Thousand Dollars ($3,000,000.0025,000) ii) the Minor Alterations do not impact the Building systems such as electrical, heating, air conditioning, water and plumbing; and iii) are not visible from Common Areas of the Building. Minor Alterations shall not be subject to Section 17.10 above. Upon request, Landlord shall advise Tenant in Writing whether it reserves the right to require Tenant to remove any alterations from the Demised Premises upon termination of this Lease. Alterations and Tenant's trade fixtures, furniture, equipment and other personal property placed in the Demised Premises and paid for by Tenant ("Tenant's Property") shall at all times be and remain Tenant's property, and Tenant shall be entitled to all depreciation, amortization and other tax benefits with respect thereto. Except for alterations which cannot be removed without structural injury to the Demised Premises, or death which have become fixtures of one person the Building, at any time, Tenant may remove Tenant's Property from the Demised Premises, provided that Tenant repairs all damage caused by such Property removal. Landlord shall have no lien or other interest whatsoever in any one accident or occurrence and item of Tenant's Property located in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of more than one person in any one accident or occurrenceDemised Premises, and shall contain a severability of execute any document reasonably necessary to waive any lien or interest clause or a cross liability endorsement. Such insurance shall further insure Landlord and Tenant against liability for property damage of at least Three Million Dollars ($3,000,000.00)in Tenant's Property located in the Demised Premises. (c) Tenant agrees not to proceed to make any Alterations, notwithstanding consent from Landlord to do so, until Tenant notifies Landlord in writing of the date Tenant desires to commence construction or installation of such Alterations and Landlord has approved such date in writing, in order that Landlord may post appropriate notices to avoid any liability to contractors or material suppliers for payment for Tenant’s improvements. Tenant will at all times permit such notices to be posted and to remain posted until the completion of work.

Alterations. (a) Tenant shall not before or during the Term make or suffer to be made any alterations, additions or improvements in without Landlord's approval, which shall not be unreasonably withheld or to delayed. In the Premises (herein collectively called “Alterations”) without first obtaining Landlord’s written approval thereof based on detailed event Tenant proposes any alterations, additions, or improvements, it shall submit a complete set of plans and specifications submitted relating thereto, prepared by Tenantany architect or professional engineer registered in the State of New Jersey to Landlord. Landlord’s , at its option, shall grant or deny approval within 15 days after receipt. Landlord may be withheld impose any conditions and/or requirements upon Tenant as Landlord considers necessary or prudent to protect Landlord's interest in Landlord’s sole the Premises. Tenant must agree in writing to adopt any such conditions and/or requirements before any approval is effective. If Landlord shall grant approval for the proposed work and absolute discretion if provided Tenant has agreed to any Alterations could in Landlord’s judgment affect conditions and/or requirements made a part of such approval, the structure following additional conditions shall apply: a. Prior to making any alterations, additions or improvements Tenant shall assure itself that the work will not impair the structural integrity of the Building or the electrical, mechanical, heating, ventilation or air conditioning, life safety or plumbing systems of the Building (collectively the “Building Systems”), be visible from outside the Premises, or require additional code compliance or similar any portion thereof. Approval of the proposed work not included in the Alterations; otherwise, Landlord’s consent by Landlord shall not be unreasonably withheld. Without limiting constitute or imply a warranty or representation by Landlord that the foregoingexisting Premises, all Alterations shall also be subject to the provisions of Section 11.2 below. Notwithstanding the foregoing, Tenant shall be permitted to make Alterations that do not affect the structure of the Building or the Building Systems that in the aggregate do not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) without the prior written consent of Landlord; provided, however, that Tenant shall provide Landlord copies of all permits, plans and other related documents in connection with such Alterations. (b) Any Alteration to the Premises shall be at Tenant’s sole cost and expense, in compliance with all applicable Laws and all requirements requested by Landlord, including, without limitation, the requirements of any insurer providing coverage for the Premises or the Building or any part thereof, is adequate to withstand work proposed by Tenant. By making any alterations, additions, or improvements, Tenant expressly warrants that the same will not impair the structural integrity of the Premises nor any part thereof and are in accordance full compliance with the requirements of all governmental agencies or authorities having jurisdiction. Landlord reserves the right to approve or reject Tenant's contractor. If Tenant's proposed alteration involves a tie-in to building systems, Landlord further reserves the option of requiring Tenant to use Landlord's contractor. b. All costs related to the proposed work, irrespective of their nature, are the sole responsibility of Tenant and shall be promptly paid by Tenant at such time as they may be due. c. All contractors, labor and/or material suppliers, and similar parties shall agree, in writing, prior to the commencement of any work or procurement of materials, (1) to jointly comply with Tenant with the mechanics lien restrictions contained elsewhere in this Lease; (2) that they are entering into any agreements for labor and/or material with Tenant and not on behalf or for the benefit of Landlord; (3) that the work to be done shall be in conformance with the last plans and specifications approved by Landlord and that no changes shall be made thereto without the approval of Landlord and Tenant; and (4) that they, and their employees and other agents, shall comply with all rules and regulations contained in writing Tenant's Lease regarding their conduct on the Premises. Proof of such agreements shall be given to Landlord prior to the commencement of the proposed work. d. Tenant shall insure, indemnify and hold Landlord harmless for any loss to which Landlord may be subject or which Landlord may sustain relating to accidents, injury to persons (including death), property loss or damage of any nature whatsoever, regardless of cause, arising during or ensuing from the work undertaken by Tenant. e. All such alterations, additions and improvements upon completion shall immediately become the property of Landlord, without compensation by Landlord to Tenant or any other party, and simultaneously become part of the Premises, and Tenant's obligations and responsibilities pursuant to the terms and conditions of this Lease shall thenceforth apply to the aforementioned alterations, additions, or improvements. Upon the termination of the Tenant's lease and/or Tenant's vacating of the premises, Tenant shall remove said alterations, additions and improvements at Tenant's expense, if so requested by Landlord, and shall be constructed and installed by a contractor reasonably approved in writing by Landlord. As a further condition to giving consent, with respect to Alterations that could affect the structural components . f. Upon completion of the Building Systems or which in the aggregate exceed One Million Dollars ($1,000,000.00) in cost, Landlord may require Tenant to provide Landlord, at Tenant’s sole cost and expense, a payment and performance bond in form reasonably acceptable to Landlord, in a principal amount not less than the estimated costs of such Alterations, to ensure Landlord against any liability for mechanics’ and materialmen’s liens and to ensure completion of work. Before Alterations may begin, valid building permits or other permits or licenses required must be furnished to Landlord, and, once the Alterations begin, Tenant will diligently submit to Landlord as-built drawings and continuously pursue their completion. Landlord may monitor construction certifications of the Alterations and Tenant shall reimburse Landlord for its reasonable costs (including, without limitation, the costs of any construction manager retained by Landlord) in reviewing plans and documents and in monitoring construction. Tenant shall maintain during the course of construction, at its sole cost and expense, builders’ risk insurance for the amount of the completed value of the Alterations on an all-risk non-reporting form covering all improvements under construction, including building materials, and other insurance in amounts and against such risks as Landlord shall reasonably require in connection with the Alterations. In addition to and without limitation on the generality of the foregoing, Tenant shall ensure that its contractor(s) procure and maintain in full force and effect during the course of construction a “broad form” commercial general liability and property damage policy of insurance naming Landlord, Tenant and Landlord’s lenders, if any, as additional insureds. The minimum limit of coverage of the aforesaid policy shall be in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of one person in any one accident or occurrence and in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of more than one person in any one accident or occurrence, and shall contain a severability of interest clause or a cross liability endorsement. Such insurance shall further insure Landlord and Tenant against liability for property damage of at least Three Million Dollars ($3,000,000.00). (c) Tenant agrees not to proceed to make any Alterations, notwithstanding consent from Landlord to do so, until Tenant notifies Landlord in writing of the date Tenant desires to commence construction or installation of such Alterations and Landlord has approved such date in writing, in order that Landlord may post appropriate notices to avoid any liability to contractors or material suppliers for payment for Tenant’s improvements. Tenant will at all times permit such notices to be posted and to remain posted until inspections certifying the completion of workthe alteration, addition or improvement.

Alterations. (a) Tenant shall not before Not to make any alterations or during additions to the Term make or suffer to be made any alterations, additions or improvements in Premises or to the Premises (herein collectively called “Alterations”) without first obtaining Landlord’s written approval thereof based on detailed plans and specifications submitted by Tenant. Landlord’s approval may be withheld Service Media or install any plant, equipment, apparatus or machinery in Landlord’s sole and absolute discretion if any Alterations could in Landlord’s judgment affect the structure of the Building or the electrical, mechanical, heating, ventilation or air conditioning, life safety or plumbing systems of the Building (collectively the “Building Systems”), be visible from outside the Premises, or require additional code compliance to damage or similar work modify in any way any doors, windows, walls, floors, ceilings or other part of the Premises without the Landlord’s prior written consent (which consent shall not included in be unreasonably withheld). (b) Not to install any air-conditioning plant or equipment, machinery or other mechanical apparatus on the Alterations; otherwisePremises without the Landlord’s prior written consent (which consent shall not be unreasonably withheld), and to comply with the directions and instructions of the Landlord regarding such installation. (c) Not to erect, install or alter any partitioning on the Premises without the Landlord’s prior written consent (which consent shall not be unreasonably withheld), and to comply with the directions and instructions of the Landlord regarding such erection, installation and alteration (but Landlord’s consent shall not be required for installation of non-structural and demountable partitioning which is removable without damage to the Premises). (d) Not without the Landlord’s prior written consent (which shall not be unreasonably withheld. Without limiting the foregoing) to install additional locks, all Alterations shall also be subject bolts or other fittings to the provisions entrance doors of Section 11.2 below. Notwithstanding the foregoingPremises. (e) Not to erect exhibit or display on the Premises or the Building any writing, sign, aerial, flagpole or other device so as to be visible from outside the Building without the Landlord’s prior written consent provided that the Tenant may display its name or business name in the reception area of the Premises or on the door thereof in such lettering, characters and materials as the Landlord shall approve (which approval shall not be permitted unreasonably withheld). (f) Not to make Alterations that do not affect anything which alters or affects the structure external appearance of the Building or to make alterations or additions to the structure or (except for the permitted works to the Premises) other parts of the Building Systems that in the aggregate do not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) without the prior written consent of Landlord; provided, however, that Tenant shall provide Landlord copies of all permits, plans and other related documents in connection with such Alterations. (b) Any Alteration to the Premises shall be at Tenant’s sole cost and expense, in compliance with all applicable Laws and all requirements requested by Landlord, includingor, without limitation, the requirements of Common Parts. (g) In carrying out any insurer providing coverage for permitted works whatsoever to the Premises or anywhere within the Building Development to observe and perform the provisions of Clause 3.2 (Fitting Out) mutatis mutandis. (h) In applying for the Landlord’s consent or any part thereofapproval under this Clause 3.11 (Alterations), and in accordance with plans and specifications approved in writing by Landlord, and shall be constructed and installed by a contractor reasonably approved in writing by Landlord. As a further condition to giving consent, with respect to Alterations that could affect the structural components of the Building Systems or which in the aggregate exceed One Million Dollars ($1,000,000.00) in cost, Landlord may require Tenant to provide Landlord, at Tenant’s sole cost and expense, a payment and performance bond in form reasonably acceptable to Landlord, in a principal amount not less than the estimated costs of such Alterations, to ensure Landlord against any liability for mechanics’ and materialmen’s liens and to ensure completion of work. Before Alterations may begin, valid building permits or other permits or licenses required must be furnished to Landlord, and, once the Alterations begin, Tenant will diligently and continuously pursue their completion. Landlord may monitor construction of the Alterations and Tenant shall reimburse provide the Landlord for its reasonable costs (including, without limitation, with information which the costs of any construction manager retained by Landlord) in reviewing plans and documents and in monitoring construction. Tenant shall maintain during the course of construction, Landlord deems necessary at its sole cost and expenseabsolute discretion on the effect of such alteration, builders’ risk insurance for addition, installation or erection (as the amount case may be) on the efficiency of the completed value use of the Alterations on an all-risk non-reporting form covering all improvements under construction, including building materials, energy and other insurance in amounts and against such risks as Landlord shall reasonably require in connection with the Alterations. In addition to and without limitation on the generality of the foregoing, Tenant shall ensure that its contractor(s) procure and maintain in full force and effect during the course of construction a “broad form” commercial general liability and property damage policy of insurance naming Landlord, Tenant and Landlord’s lenders, if any, as additional insureds. The minimum limit of coverage of the aforesaid policy shall be water in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of one person in any one accident or occurrence and in Premises, the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of more than one person in any one accident or occurrence, and shall contain a severability of interest clause or a cross liability endorsement. Such insurance shall further insure Landlord and Tenant against liability for property damage of at least Three Million Dollars ($3,000,000.00)Building and/or the Development. (c) Tenant agrees not to proceed to make any Alterations, notwithstanding consent from Landlord to do so, until Tenant notifies Landlord in writing of the date Tenant desires to commence construction or installation of such Alterations and Landlord has approved such date in writing, in order that Landlord may post appropriate notices to avoid any liability to contractors or material suppliers for payment for Tenant’s improvements. Tenant will at all times permit such notices to be posted and to remain posted until the completion of work.

Alterations. (a) Tenant shall not before or during the Term make or suffer perform, or permit the making or performance of, any alterations, installations, improvements, additions or other physical changes in or about the Leased Premises (referred to collectively as “Alterations”) without Landlord’s prior written consent.,. All plans, specifications and details for such Alterations, and all contractors performing the Alterations are subject to the prior written approval of Landlord. In the event Landlord grants such consent and permits Tenant to contract out such work, such Alterations shall be made and performed in conformity with and subject to the following provisions: (i) all Alterations shall be made and performed at Tenant’s sole cost and expense and at such time and in such manner as Landlord may reasonably from time to time designate; (ii) all Alterations shall be performed by adequately insured contractors approved by Landlord and in a good and workmanlike manner in accordance with all applicable Legal Requirements, and Tenant shall indemnify and hold harmless Landlord from and against any and all costs, expenses, claims, liens and damages to person or property resulting from the making of any such alterations, decorations, additions or improvements in or to the Leased Premises or the Building; (herein collectively called “Alterations”iii) no Alteration shall affect any part of the Building other than the Leased Premises or adversely affect any service required to be furnished by Landlord to Tenant or to any other tenant or occupant of the Building; (iv) all business machines and mechanical equipment shall be placed and maintained by Tenant in settings sufficient in Landlord’s reasonable judgment to absorb and prevent vibration, noise and annoyance to other tenants or occupants of the Building; (v) Tenant shall submit to Landlord reasonably detailed written plans and specifications for each proposed alteration and shall not commence any such Alteration without first obtaining Landlord’s written approval thereof based on detailed of such plans and specifications submitted by Tenant. Landlord’s approval may be withheld in Landlord’s sole and absolute discretion if any Alterations could in Landlord’s judgment affect the structure of the Building or the electrical, mechanical, heating, ventilation or air conditioning, life safety or plumbing systems of the Building specifications; (collectively the “Building Systems”), be visible from outside the Premises, or require additional code compliance or similar work not included in the Alterations; otherwise, Landlord’s consent shall not be unreasonably withheld. Without limiting the foregoing, vi) all Alterations in or to the electrical facilities in or serving the Leased Premises shall also be subject to the provisions of Section 11.2 below. Notwithstanding the foregoing5 relating to exceeding electrical capacity; (vii) notwithstanding Landlord’s approval of plans and specifications for any Alteration, Tenant all Alterations shall be permitted to make Alterations that do not affect the structure of the Building or the Building Systems that made and performed in the aggregate do not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) without the prior written consent of Landlord; provided, however, that Tenant shall provide Landlord copies of all permits, plans and other related documents in connection with such Alterations. (b) Any Alteration to the Premises shall be at Tenant’s sole cost and expense, in full compliance with all applicable Laws and all requirements requested by Landlord, including, without limitation, the requirements of any insurer providing coverage for the Premises or the Building or any part thereof, Legal Requirements and in accordance with plans the Rules and specifications approved Regulations; and (viii) all materials and equipment to be incorporated in writing by Landlord, and the Leased Premises as a result of all Alterations shall be constructed and installed by a contractor reasonably approved in writing by Landlordof good quality. As a further condition to giving consent, with respect to Alterations that could affect the structural components of the Building Systems or which in the aggregate exceed One Million Dollars ($1,000,000.00) in cost, Landlord may require Tenant to provide Landlord, at Tenant’s sole cost and expense, a payment and performance bond in form reasonably acceptable to Landlord, in a principal amount not less than the estimated costs of such Alterations, to ensure Landlord against any liability for mechanics’ and materialmen’s liens and to ensure completion of work. Before Alterations may begin, valid If building permits or other permits or licenses from governmental authorities are required must be furnished to Landlord, and, once the Alterations beginfor any Alterations, Tenant will diligently shall obtain such permits and continuously pursue their completiondeliver copies thereof to Landlord before work on such Alterations is begun. Landlord may monitor construction After any Alterations are completed, Tenant shall cause all required governmental inspections of the Alterations to be made and Tenant shall reimburse deliver to Landlord for its reasonable costs (including, without limitation, the costs of any construction manager retained by Landlord) in reviewing plans and documents and in monitoring construction. Tenant shall maintain during the course of construction, at its sole cost and expense, builders’ risk insurance for the amount a copy of the completed value inspection report and one complete set of the Alterations on an all-risk non-reporting form covering all improvements under construction, including building materials, and other insurance in amounts and against “as built” plans for such risks as Landlord shall reasonably require in connection with the Alterations. In addition to and without limitation on the generality of the foregoing, Tenant shall ensure that its contractor(s) procure and maintain in full force and effect during the course of construction a “broad form” commercial general liability and property damage policy of insurance naming Landlord, Tenant and Landlord’s lenders, if any, as additional insureds. The minimum limit of coverage of the aforesaid policy shall be in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of one person in any one accident or occurrence and in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of more than one person in any one accident or occurrence, and shall contain a severability of interest clause or a cross liability endorsement. Such insurance shall further insure Landlord and Tenant against liability for property damage of at least Three Million Dollars ($3,000,000.00). (c) Tenant agrees not to proceed to make any Alterations, notwithstanding consent from Landlord to do so, until Tenant notifies Landlord in writing of the date Tenant desires to commence construction or installation of such Alterations and Landlord has approved such date in writing, in order that Landlord may post appropriate notices to avoid any liability to contractors or material suppliers for payment for Tenant’s improvements. Tenant will at all times permit such notices to be posted and to remain posted until the completion of work.

Alterations. (a) Tenant shall not before or during perform Tenant’s Work in accordance with the Term provisions set forth in Exhibit B hereof, and Landlord shall make or suffer available to be made Tenant the Improvements Allowance specified in Section 1.7, upon and subject to the terms provided in Exhibit B hereto. (b) Landlord shall have the responsibilities in respect of the condition of the Premises and the performance of work therein provided in Exhibit B-1 hereto. (c) Subject to subsection (b) above, and subject to any alterationsLandlord’s obligation to repair and maintain the Premises set forth in the Lease, additions or improvements Tenant shall accept the Premises in its “AS IS” condition, and Landlord shall have no obligation to make any alterations in or to the Premises in order to prepare the same for Tenant’s occupancy. 9.2 Tenant shall not make or permit anyone to make any Alterations in or to the Premises or the Building without the prior written consent of Landlord, which consent (herein collectively called “Alterations”a) without first obtaining Landlord’s written approval thereof based on detailed plans and specifications submitted by Tenant. Landlord’s approval may be withheld or granted in Landlord’s sole and absolute discretion if with regard to any Alterations could in Landlord’s judgment affect that adversely affect, require modifications to, or increase the structure burden of the Building or Premises upon, the electrical, mechanical, heating, ventilation or air conditioning, life safety or plumbing systems Structural and System Alterations (including the installation of any interior staircases and Alterations that impact the Building (collectively the “Building Structure and Systems”), be ) and any Alterations which are visible from outside the exterior of the Premises, or require additional code compliance or similar work not included in the Alterations; otherwise, Landlord’s consent but (b) shall not be unreasonably withheld. Without limiting the foregoing, all conditioned or delayed with respect to interior Alterations shall also be subject to the provisions of Section 11.2 belowtypical for commercial office space. Notwithstanding the foregoing, Tenant shall be permitted have the right to make Cosmetic Changes within the Premises without requiring the consent of Landlord. All Alterations made by Tenant shall be performed and completed: (i) in accordance with all Laws; (ii) lien-free; (iii) in a good, competent, workmanlike and prompt manner using new or comparable materials only; (iv) on days and at times reasonably approved in writing by Landlord (which may include during business hours for particular work if and to the extent appropriate in light of the nature of the work); (v) after obtaining insurance policies meeting the requirements set forth in Section 13.2; and (vi) in compliance with the Construction Rules and Regulations (as defined in Section 6 of Exhibit B). For Tenant’s Alterations that do not affect the structure of the Building or the Building Systems that in the aggregate do not exceed Two Hundred Fifty Thousand Dollars constitute Cosmetic Changes, such Alternations shall further be performed and completed: ($250,000.00A) without the prior written consent of Landlord; provided, however, that Tenant shall provide Landlord copies of all permits, plans and other related documents in connection with such Alterations. (b) Any Alteration to the Premises shall be at Tenant’s sole cost and expense, in compliance with all applicable Laws and all requirements requested by Landlord, including, without limitation, the requirements of any insurer providing coverage for the Premises or the Building or any part thereof, and in accordance with plans and specifications approved in writing by Landlord, and shall be constructed and installed by a contractor reasonably approved in writing by Landlord. As a further condition ; (B) under the supervision of an architect reasonably approved in writing by Landlord selected by Tenant and reasonably approved by Landlord; (C) in accordance with plans and specifications reasonably acceptable to giving consentLandlord without the obligation to use specifications that are higher than Building standard materials or those required by law, with respect approved in writing at Landlord’s standard charge not to Alterations that could affect the structural components exceed $2,500; (D) after having obtained any required consent of the holder of any Mortgage of whom Tenant has written notice (provided that Landlord shall, upon Tenant’s written request made in connection with Tenant’s submission regarding particular Alterations, advise Tenant in writing whether consent is required under such Mortgage for such Alterations); (E) with the obligation for Tenant to deliver to Landlord written, unconditional, full or partial (as applicable) waivers of mechanics’ and materialmen’s liens against the Premises and the Building Systems for all work, labor and services to be performed and materials to be furnished within fifteen (15) Business Days after the applicable portion of the Alterations are completed; and (F) upon request, after Tenant has delivered to Landlord documentation reasonably satisfactory to Landlord evidencing Tenant’s financial ability to complete the Alteration in accordance with the provisions of this Lease. If any lien (or which a petition to establish such lien) is filed in connection with any Alteration made by or on behalf of Tenant, such lien (or petition) shall be discharged of record by Tenant in the aggregate exceed One Million Dollars manner provided by applicable Law within twenty ($1,000,000.0020) in cost, Landlord may require Tenant to provide Landlorddays thereafter, at Tenant’s sole cost and expense. If Landlord gives its consent to the making of any Alteration, a payment such consent shall not be deemed to be an agreement or consent by Landlord to subject its interest in the Premises or the Building to any liens which may be filed in connection therewith. Tenant acknowledges that any Alterations are accomplished for Tenant’s account, Landlord having no obligation or responsibility to construct or install the same. Landlord’s approval of any plans and performance bond drawings (and changes thereto) regarding any Alterations or any contractor or subcontractor performing such Alterations shall not constitute Landlord’s representation that such approved plans, drawings, changes or Alterations comply with all Laws. Any deficiency in form reasonably acceptable to design or construction, although same had prior approval of Landlord, shall be solely the responsibility of Tenant. All Alterations involving structural, electrical, mechanical or plumbing work, the heating, ventilation and air conditioning system of the Premises or the Building, fire and life safety system, the roof of the Building, or any areas outside of the Premises shall, at Landlord’s election, be performed by Landlord’s designated contractor or subcontractor at Tenant’s expense (provided the cost therefor is competitive). No construction supervision or administration fee shall be payable in respect of Tenant’s Work. In connection with any subsequent Alterations, Landlord shall be paid a principal construction supervision fee in an amount not less than equal to three percent (3%) of the estimated costs total cost of such AlterationsAlteration. Promptly after the completion of an Alteration, Tenant at its expense shall deliver to Landlord three (3) sets of accurate as-built (or record) drawings and CAD drawings showing such Alteration in place. 9.3 If any Alterations that require Landlord’s consent are made without the prior written consent of Landlord, then Landlord shall have the right, at Tenant’s expense, to ensure so remove and correct such Alterations and restore the Premises and the Building to the condition prior to the Alteration. All Alterations to the Premises or the Building made by either party shall immediately become the property of Landlord against any liability for mechanics’ and materialmen’s liens shall remain upon and to ensure completion of work. Before Alterations may begin, valid building permits be surrendered with the Premises as a part thereof at the expiration or other permits or licenses required must be furnished to Landlord, and, once the Alterations begin, Tenant will diligently and continuously pursue their completion. Landlord may monitor construction earlier termination of the Alterations and Lease Term; provided, however, that Tenant shall reimburse Landlord for its reasonable costs (including, without limitation, the costs of any construction manager retained by Landlord) in reviewing plans and documents and in monitoring construction. Tenant shall maintain during the course of constructionremove, at its Tenant’s sole cost costs and expense, builders’ risk insurance for the amount of the completed value of the all Alterations on an all-risk non-reporting form covering all improvements under construction, including building materials, and other insurance items (including any telecommunications, security, data, computer and similar equipment, cabling and wiring) in amounts and against such risks as the Premises or the Building, which Landlord designates in writing for removal. Landlord shall reasonably require make such designation promptly after receipt of a written request by Tenant given with Tenant’s request for Landlord’s approval of such Alteration. Notwithstanding the foregoing or anything to the contrary contained in connection with the Alterations. In addition to and without limitation on the generality of the foregoingthis Lease, Tenant shall ensure not be required to remove Alterations consisting of standard build-out items that its contractor(sare typically installed by similar tenants in multi tenanted, multi story, first class office buildings, including but not limited to the following: (a) procure the improvements in the kitchen, any restrooms/showers and maintain other improvements that are depicted in full force or similar to those in the test fits prepared by ▇▇▇▇▇▇▇ Architecture for the Premises dated April 30, 2012 and effect during February 24, 2012 (the course “Test Fits”) attached hereto as Exhibit A; and (b) improvements such as data center and gym/work out rooms, whether or not these type of construction a “broad form” commercial general liability and property damage policy of insurance naming Landlord, improvements are depicted in the Test Fits; provided that Tenant and Landlord’s lendersmay be required to remove interior staircases, if any, installed by Tenant and perform related restoration work. Movable furniture, furnishings and equipment shall be deemed to exclude without limitation any item the removal of which might cause material damage to the Premises or the Building, or which would normally be removed from the Premises with the assistance of any major tool or machinery. If such removal causes damage or injury to the Premises or the Building, then Landlord shall have the right, at Tenant’s expense, to repair all damage and injury to the Premises or the Building caused by such removal as additional insuredsaforesaid, if Tenant has not completed such repair with thirty (30) days following said damage or injury or, if earlier, prior to or by the Expiration Date (as the same may be extended as herein provided) or the effective date of any earlier termination of this Lease. The minimum limit of coverage If such furniture, furnishings and equipment are not removed by Tenant prior to or by the expiration or earlier termination of the aforesaid policy Lease Term, the same shall at Landlord’s option be in deemed abandoned or become the amount property of not less than Three Million Dollars ($3,000,000.00) for injury or death of one person in any one accident or occurrence and in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of more than one person in any one accident or occurrence, and shall contain a severability of interest clause or a cross liability endorsement. Such insurance shall further insure Landlord and Tenant against liability for property damage of at least Three Million Dollars ($3,000,000.00). (c) Tenant agrees not to proceed to make any Alterations, notwithstanding consent from Landlord to be surrendered with the Premises as a part thereof; provided, however, that Landlord shall have the right at Tenant’s expense to remove from the Premises any or all such items or to require Tenant to do sothe same, until except as otherwise provided in this Section. If Tenant notifies fails to return the Premises to Landlord as required by this Section, then Tenant shall pay to Landlord, all costs (including a construction management fee) incurred by Landlord in writing of the date Tenant desires to commence construction or installation of effectuating such Alterations and Landlord has approved such date in writing, in order that Landlord may post appropriate notices to avoid any liability to contractors or material suppliers for payment for Tenant’s improvements. Tenant will at all times permit such notices to be posted and to remain posted until the completion of workreturn.

Alterations. (a) Tenant shall not before or during the Term make or suffer to be made any alterations, repairs, additions or improvements in or install any Cable (collectively referred to the Premises (herein collectively called as “Alterations”) in the Premises, without first obtaining Landlord’s the written approval thereof based consent of Landlord in each instance, which consent shall not be unreasonably withheld, conditioned or delayed. “Cable” shall mean and refer to any electronic, fiber, phone and data cabling and related equipment that is installed by or for the exclusive benefit of Tenant or any party acting under or through Tenant. Prior to starting work on detailed any Alterations, Tenant shall furnish Landlord with plans and specifications (which shall be in CAD format if requested by Landlord); names of contractors reasonably acceptable to Landlord (provided that Landlord may reasonably designate specific contractors with respect to Base Building, as may be described more fully below, and provided further that it shall be reasonable for Landlord to require any contractor or subcontractor performing work on or about the Premises or Building to employ union labor and any construction manager utilized by Tenant to be a union-associated construction manager); required permits and approvals; evidence of contractor’s and subcontractor’s insurance in amounts reasonably required by Landlord and naming as additional insureds the Landlord, the managing agent for the Building, and such other Additional Insured Parties (as defined in Section 13) as Landlord may designate for such purposes; and any security for performance in amounts reasonably required by Landlord (except that Landlord may only require such security for any Alterations the cost of which is estimated to exceed $250,000.00 and Landlord shall not require any security for the Initial Tenant Work). All Cable shall be clearly marked with adhesive plastic labels (or plastic tags attached to such Cable with wire) to show Tenant’s name, suite number, and the purpose of such Cable (i) every 6 feet outside the Premises (specifically including, but not limited to, the electrical room risers and any Common Areas), and (ii) at the termination point(s) of such Cable. Material changes to the plans and specifications must also be submitted to Landlord for its approval. Alterations shall be constructed in a good and workmanlike manner using materials of a quality reasonably approved by Landlord, and Tenant shall ensure that no Alteration adversely affects any Building system or Landlord’s ability to perform its obligations hereunder. Tenant shall reimburse Landlord for any third-party expenses incurred by Landlord in connection with the review, inspection, and coordination of Tenant’s plans for Alterations and Tenant’s performance thereof, and pay to Landlord or its managing agent a fee for Landlord’s administrative oversight and coordination of any non-Cosmetic Alterations equal to 2% of the hard costs of such non-Cosmetic Alterations. Upon completion, Tenant shall furnish “as-built” plans (in CAD format, if requested by Landlord) for non-Cosmetic Alterations, customary AIA completion affidavits, full and final waivers of lien, and any applicable certificate of occupancy for the space affected by such Alterations. Landlord’s approval may of an Alteration shall not be withheld in deemed to be a representation by Landlord that the Alteration complies with Law or will not adversely affect any Building system. If any Alteration requires any change to the Base Building, any Building system, or any Common Area, then such changes shall be made at Tenant’s sole cost and expense and performed, at Landlord’s sole and absolute discretion if any Alterations could in election, either by Tenant’s contractor or a contractor engaged by Landlord’s judgment affect . Notwithstanding the structure of the Building or the electrical, mechanical, heating, ventilation or air conditioning, life safety or plumbing systems of the Building (collectively the “Building Systems”), be visible from outside the Premises, or require additional code compliance or similar work not included in the Alterations; otherwiseforegoing, Landlord’s consent shall not be unreasonably withheldrequired for any Alteration that satisfies all of the following criteria (a “Cosmetic Alteration”): (a) is of a cosmetic nature such as painting, wallpapering, hanging pictures and installing carpeting; (b) is not visible from the exterior of the Premises or Building; (c) will not affect the Base Building (defined in Section 5); and (d) does not require work to be performed inside the walls or above the ceiling of the Premises. Without limiting the foregoing, all Cosmetic Alterations shall also be subject to all the other provisions of this Section 11.2 below. Notwithstanding the foregoing8.03, Tenant shall be permitted to make Alterations that do not affect the structure of the Building or the Building Systems that in the aggregate do not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) without the prior written consent of Landlord; provided, however, that Tenant shall provide Landlord copies of all permits, plans and other related documents in connection with such Alterations. (b) Any Alteration to the Premises shall be at Tenant’s sole cost and expense, in compliance with all extent applicable Laws and all requirements requested by Landlord, including, without limitation, the requirements of any insurer providing coverage for the Premises or the Building or any part thereof, and in accordance with plans and specifications approved in writing by Landlord, and shall be constructed and installed by a contractor reasonably approved in writing by Landlord. As a further condition to giving consent, with respect to Alterations that could affect the structural components of the Building Systems or which in the aggregate exceed One Million Dollars ($1,000,000.00) in cost, Landlord may require Tenant to provide Landlord, at Tenant’s sole cost and expense, a payment and performance bond in form reasonably acceptable to Landlord, in a principal amount not less than the estimated costs of such Alterations, to ensure Landlord against any liability for mechanics’ and materialmen’s liens and to ensure completion of work. Before Alterations may begin, valid building permits or other permits or licenses required must be furnished to Landlord, and, once the Alterations begin, Tenant will diligently and continuously pursue their completion. Landlord may monitor construction of the Alterations and Tenant shall reimburse Landlord for its reasonable costs (including, without limitation, the costs of any construction manager retained by Landlord) in reviewing plans and documents and in monitoring construction. Tenant shall maintain during the course of construction, at its sole cost and expense, builders’ risk insurance for the amount of the completed value of the Alterations on an all-risk non-reporting form covering all improvements under construction, including building materials, and other insurance in amounts and against such risks as Landlord shall reasonably require in connection with the Alterations. In addition to and without limitation on the generality of the foregoing, Tenant shall ensure that its contractor(s) procure and maintain in full force and effect during the course of construction a “broad form” commercial general liability and property damage policy of insurance naming Landlord, Tenant and Landlord’s lenders, if any, as additional insureds. The minimum limit of coverage of the aforesaid policy shall be in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of one person in any one accident or occurrence and in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of more than one person in any one accident or occurrence, and shall contain a severability of interest clause or a cross liability endorsement. Such insurance shall further insure Landlord and Tenant against liability for property damage of at least Three Million Dollars ($3,000,000.00)thereto. (c) Tenant agrees not to proceed to make any Alterations, notwithstanding consent from Landlord to do so, until Tenant notifies Landlord in writing of the date Tenant desires to commence construction or installation of such Alterations and Landlord has approved such date in writing, in order that Landlord may post appropriate notices to avoid any liability to contractors or material suppliers for payment for Tenant’s improvements. Tenant will at all times permit such notices to be posted and to remain posted until the completion of work.

Alterations. (a) 9.1. Tenant shall not before or during the Term make or suffer to be made any alterations, additions or improvements in or to the Premises or engage in any construction, demolition, reconstruction, renovation or other work (herein collectively called “whether major or minor) of any kind in, at or serving the Premises ("Alterations”) "), without first obtaining Landlord’s 's prior written approval thereof based on detailed plans and specifications submitted by Tenant. Landlord’s approval may be withheld in Landlord’s sole and absolute discretion if any Alterations could in Landlord’s judgment affect the structure of the Building or the electrical, mechanical, heating, ventilation or air conditioning, life safety or plumbing systems of the Building consent (collectively the “Building Systems”), be visible from outside the Premises, or require additional code compliance or similar work not included in the Alterations; otherwise, Landlord’s consent shall not to be unreasonably withheld. Without limiting the foregoing, all conditioned or delayed), except Tenant may make non-structural Alterations shall also be subject to the provisions interior of Section 11.2 belowthe Premises (excluding the roof) without such consent but upon at least ten (10) days' prior notice to Landlord, provided that the cost thereof does not exceed One Hundred Fifty Thousand Dollars ($150,000.00) per occurrence or an aggregate amount of Five Hundred Thousand Dollars ($500,000.00) annually. Notwithstanding the foregoing, Tenant shall be permitted to make Alterations will not do anything that do not affect the structure of could have a material adverse effect on the Building or the Building Systems that in the aggregate do not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) life safety systems, without the obtaining Landlord's prior written consent consent. Any such improvements, excepting movable furniture, trade fixtures and equipment, shall become part of the realty and belong to Landlord; provided. All alterations and improvements shall be properly permitted and installed at Tenant's sole cost, howeverby a licensed contractor, in a good and workmanlike manner, and in conformity with all Applicable Laws. Any alterations that Tenant shall provide desire to make and which require the consent of Landlord shall be presented to Landlord in written form with detailed plans. Tenant shall: (i) acquire all applicable governmental permits; (ii) furnish Landlord with copies of both the permits and the plans and specifications at least thirty (30) days before the commencement of the work, and (iii) comply with all conditions of said permits in a prompt and expeditious manner. Any alterations shall be performed in a workmanlike manner with good and sufficient materials. Upon completion of any Alterations, Tenant shall promptly upon completion furnish Landlord with a reproducible copy of as-built drawings and specifications for any Alterations. 9.2. At least twenty (20) days prior to commencing any work relating to any Alterations requiring the approval of Landlord that have been so approved, Tenant shall notify Landlord in writing of the expected date of commencement. Tenant shall pay, when due, all claims for labor or materials furnished to or for Tenant for use in improving the Premises. Tenant shall not permit any mechanics' or materialmen's liens to be levied against the Premises arising out of work or services claimed to have been performed, materials claimed to have been furnished, or obligations claimed to have been performed on the Premises by or at the request of Tenant. Tenant shall indemnify, save, defend (at Landlord's option and with counsel reasonably acceptable to Landlord) and hold Landlord Indemnitees from and against any and all Claims of any kind or nature that arise before, during or after the Term on account of claims of lien of laborers or materialmen or others for work or services performed or materials or supplies furnished for Tenant or its contractors, agents or employees, including any administrative, court or other legal proceedings related to such liens. If Tenant fails to discharge, bond against or undertake to defend against such liability, upon receipt of written notice from Landlord of such failure, Tenant shall have fifteen (15) days (the "Defense Cure Period") to cure such failure by prosecuting such a defense. If Tenant fails to do so within the Defense Cure Period, then Landlord may settle the same and Tenant's liability to Landlord shall be conclusively established by such settlement provided that such settlement is entered into on commercially reasonable terms and conditions, the amount of such liability to include both the settlement consideration and the costs and expenses (including attorneys' fees) incurred by Landlord in effecting such settlement. In the event any contractor, agent or employee notifies Tenant of its intent to file a mechanics' or materialmen's lien against the Premises, Tenant shall immediately notify Landlord of such intention to file a lien or a lawsuit with respect to such lien. In the event that Tenant leases or finances the acquisition of office equipment, furnishings or other personal property of a removable nature utilized by Tenant in the operation of Tenant's business, Tenant warrants that any Uniform Commercial Code financing statement shall, upon its face or by exhibit thereto, indicate that such financing statement is applicable only to removable personal property of Tenant located within the Premises. 9.3. Tenant shall repair any damage to the Premises caused by Tenant's removal of any property from the Premises. During any such restoration period, Tenant shall pay Rent to Landlord as provided herein as if such space were otherwise occupied by Tenant. The provisions of this Section shall survive the expiration or earlier termination of this Lease. 9.4. The Premises plus any Alterations, Tenant Improvements, attached equipment, decorations, fixtures and trade fixtures; movable casework and related appliances; and other additions and improvements attached to or built into the Premises made by either of the parties (including all floor and wall coverings; paneling; sinks and related plumbing fixtures; attached benches; production equipment; walk-in refrigerators; ductwork; conduits; electrical panels and circuits; attached machinery and equipment; and built-in furniture and cabinets, in each case, together with all additions and accessories thereto), shall (unless, prior to such construction or installation, Landlord elects otherwise in writing) at all times remain the property of Landlord, shall remain in the Premises and shall (unless, prior to construction or installation thereof, Landlord elects otherwise in writing) be surrendered to Landlord upon the expiration or earlier termination of this Lease. For the avoidance of doubt, the items listed on Exhibit B attached hereto (which Exhibit B may be updated by Tenant from and after the Commencement Date, subject to Landlord's written consent) constitute Tenant's property and shall be removed by Tenant upon the expiration or earlier termination of the Lease. 9.5. If Tenant shall fail to remove any of its property from the Premises prior to the expiration of the Term, then Landlord may, at its option, remove the same in any manner that Landlord shall choose and store such effects without liability to Tenant for loss thereof or damage thereto, and Tenant shall pay Landlord, upon demand, any costs and expenses incurred due to such removal and storage or Landlord may, at its sole option and without notice to Tenant, sell such property or any portion thereof at private sale and without legal process for such price as Landlord may obtain and apply the proceeds of such sale against any (a) amounts due by Tenant to Landlord under this Lease and (b) any expenses incident to the removal, storage and sale of such personal property. 9.6. Tenant shall pay to Landlord an amount equal to one and one-half percent (1.5%) of the cost to Tenant of all Alterations to cover Landlord's overhead and expenses for plan review, engineering review, coordination, scheduling and supervision thereof. For purposes of payment of such sum, Tenant shall submit to Landlord copies of all permitsbills, plans invoices and other related documents in connection with such Alterations. (b) Any Alteration to statements covering the Premises shall be at Tenant’s sole cost and expense, in compliance with all applicable Laws and all requirements requested by Landlord, including, without limitation, the requirements of any insurer providing coverage for the Premises or the Building or any part thereof, and in accordance with plans and specifications approved in writing by Landlord, and shall be constructed and installed by a contractor reasonably approved in writing by Landlord. As a further condition to giving consent, with respect to Alterations that could affect the structural components of the Building Systems or which in the aggregate exceed One Million Dollars ($1,000,000.00) in cost, Landlord may require Tenant to provide Landlord, at Tenant’s sole cost and expense, a payment and performance bond in form reasonably acceptable to Landlord, in a principal amount not less than the estimated costs of such Alterationscharges, accompanied by payment to ensure Landlord against any liability for mechanics’ and materialmen’s liens and to ensure completion of work. Before Alterations may begin, valid building permits or other permits or licenses required must be furnished to Landlord, and, once the Alterations begin, Tenant will diligently and continuously pursue their completion. Landlord may monitor construction of the Alterations and fee set forth in this Section. In addition, Tenant shall reimburse Landlord for its reasonable all third-party costs (including, without limitation, the costs of actually incurred by Landlord in connection with any construction manager retained by Landlord) in reviewing plans and documents and in monitoring constructionAlterations. 9.7. Tenant shall maintain during the course of construction, at require its sole cost contractors and expense, builders’ risk insurance for the amount of the completed value of the Alterations on an all-risk non-reporting form covering all improvements under construction, including building materials, and other insurance in amounts and against such risks as Landlord shall reasonably require in connection with the Alterations. In addition to and without limitation subcontractors performing work on the generality of the foregoing, Tenant shall ensure that Premises to name Landlord and its contractor(s) procure affiliates and maintain in full force and effect during the course of construction a “broad form” commercial general liability and property damage policy of insurance naming Landlord, Tenant and Landlord’s lenders, if any, any lender as additional insureds. The minimum limit of coverage of the aforesaid policy shall be in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of one person in any one accident or occurrence and in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of more than one person in any one accident or occurrence, and shall contain a severability of interest clause or a cross liability endorsement. Such insureds on their respective insurance shall further insure Landlord and Tenant against liability for property damage of at least Three Million Dollars ($3,000,000.00)policies. (c) Tenant agrees not to proceed to make any Alterations, notwithstanding consent from Landlord to do so, until Tenant notifies Landlord in writing of the date Tenant desires to commence construction or installation of such Alterations and Landlord has approved such date in writing, in order that Landlord may post appropriate notices to avoid any liability to contractors or material suppliers for payment for Tenant’s improvements. Tenant will at all times permit such notices to be posted and to remain posted until the completion of work.

Alterations. (a) Tenant shall not before or during the Term make or suffer to be made any alterations, repairs, additions or improvements in or to the Premises install any cable (herein collectively called collectively, “Alterations”) without first obtaining Landlord’s the prior written approval thereof based on detailed plans and specifications submitted by Tenant. Landlord’s approval may be withheld consent of Landlord in Landlord’s sole and absolute discretion if any Alterations could in Landlord’s judgment affect the structure of the Building or the electricaleach instance, mechanical, heating, ventilation or air conditioning, life safety or plumbing systems of the Building (collectively the “Building Systems”), be visible from outside the Premises, or require additional code compliance or similar work not included in the Alterations; otherwise, Landlord’s which consent shall not be unreasonably withheldwithheld or delayed. Without limiting Notwithstanding the generality of the foregoing, all Landlord shall be entitled to withhold its consent to proposed Alterations shall also if, in Landlord’s good faith judgment, any one or more of the following situations exist: (i) the proposed Alterations will adversely affect the exterior appearance of the Building; (ii) the proposed Alterations may impair the structural strength of the Building, adversely affect any Building Systems, or adversely affect the value of the Building; (iii) the proposed Alterations would trigger the necessity under Applicable Requirements or otherwise for work to be subject to performed outside the provisions Premises; or (iv) the proposed Alterations are not consistent with, or would detract from, the character or image of Section 11.2 belowthe Building. Notwithstanding At least thirty (30) days before the foregoingcommencement of Alterations, Tenant shall be permitted submit to make Alterations that do not affect the structure Landlord plans, specifications, and product samples of the Building proposed Alterations for Landlord’s review. Landlord’s sole interest in reviewing and approving such documents is to protect Landlord’s interests, and no such review or approval by Landlord shall be deemed to create any liability of any kind on the Building Systems that in the aggregate do not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) without the prior written consent part of Landlord, or constitute a representation on the part of Landlord or any person consulted by Landlord in connection with such review and approval that such plans or other documents are correct or accurate, or are in compliance with any Applicable Requirements. Tenant shall pay the reasonable out-of-pocket costs incurred by Landlord in reviewing Tenant’s plans, specifications and product samples, if any, within ten (10) business days after receipt of an invoice therefore and reasonable supporting documentation. (b) Landlord or its affiliate shall have the right to perform Alterations on behalf of Tenant. If Landlord does not elect to perform the Alterations, the contractor and all subcontractors and suppliers used by Tenant must be approved in writing by Landlord, which approval shall not be unreasonably withheld, conditioned, or delayed; provided, however, that Landlord reserves the right to require any work to be performed on the Building Systems (whether such Building Systems are located within or outside the Premises) to be performed by subcontractors specified by Landlord. Tenant shall not, either directly or indirectly, use any non-union labor. (c) All Alterations by Tenant’s contractor shall be diligently completed in a good and workmanlike manner and in compliance with all Applicable Requirements and any Building construction rules and regulations then in effect. Tenant and Tenant’s (i) contractor, (ii) subcontractors and (iii) suppliers who provide labor or deliveries on behalf of Tenant within the Building, shall maintain such insurance as may be reasonably required by Landlord, and Tenant shall provide Landlord copies with evidence of all permits, plans and other related documents such insurance prior to any such party’s entry into the Building. If Tenant or any person who is in connection or about the Building with such Alterations. (b) Any Alteration the consent of Tenant shall cause any damage to the Premises shall be at Tenant’s sole cost and expense, in compliance with all applicable Laws and all requirements requested by Landlord, including, without limitation, the requirements of any insurer providing coverage for the Premises or the Building or any part thereofthe Common Areas, and in accordance with plans and specifications approved in writing by Landlord, and shall be constructed and installed by a contractor reasonably approved in writing by Landlord. As a further condition to giving consent, with respect to Alterations that could affect the structural components of the Building Systems or which in the aggregate exceed One Million Dollars ($1,000,000.00) in cost, Landlord may require Tenant to provide Landlord, at Tenant’s sole cost and expense, a payment and performance bond in form reasonably acceptable to Landlord, in a principal amount not less than the estimated costs of such Alterations, to ensure Landlord against any liability for mechanics’ and materialmen’s liens and to ensure completion of work. Before Alterations may begin, valid building permits or other permits or licenses required must be furnished to Landlord, and, once the Alterations begin, Tenant will diligently and continuously pursue their completion. Landlord may monitor construction of the Alterations and Tenant shall reimburse Landlord for the cost of repairs. Promptly after completion of the Alterations, Tenant shall deliver to Landlord “as built” drawings in CAD format showing the Alterations. On the first day of the month following substantial completion of any Alterations, Tenant shall pay Landlord a fee of five percent (5%) of all hard and soft costs of the Alterations to compensate Landlord for its reasonable costs review and coordination of the Alterations. (d) Unless otherwise provided by written agreement, all Alterations (including, without limitationbut not limited to, sink units, wall-to-wall carpets, and signs) shall become the costs property of any construction manager retained by Landlord at the end of the Term, and shall remain upon and be surrendered with the Premises, excepting however, that at Landlord) in reviewing plans and documents and in monitoring construction. ’s election, Tenant shall maintain during the course of constructionshall, at its sole cost and Tenant’s expense, builders’ risk insurance for remove any or all Alterations and restore the amount Premises to the condition prior to such Alteration (reasonable wear and tear excepted) before the last day of the completed value Term, provided that Landlord shall have included with its approval of such Alterations the written statement that Landlord is reserving its right to require that any or all of such Alterations be so removed and the Premises so restored. If Tenant fails to so remove the Alterations on an all-risk non-reporting form covering all improvements under construction, including building materials, and other insurance in amounts and against such risks as Landlord shall reasonably require in connection with or restore the Alterations. In addition to and without limitation on Premises within the generality of the foregoingtime limits provided above, Tenant shall ensure that its contractor(s) procure and maintain in full force and effect during the course of construction a “broad form” commercial general liability and property damage policy of insurance naming Landlord, pay Rent to Landlord as provided by Section 19.2 hereof as if Tenant and Landlord’s lenders, if any, as additional insureds. The minimum limit of coverage had held possession of the aforesaid policy shall be in Premises after the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of one person in any one accident or occurrence and in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of more than one person in any one accident or occurrence, and shall contain a severability of interest clause or a cross liability endorsement. Such insurance shall further insure Landlord and Tenant against liability for property damage of at least Three Million Dollars ($3,000,000.00). (c) Tenant agrees not to proceed to make any Alterations, notwithstanding consent from Landlord to do soTerm, until Tenant notifies Landlord in writing of so removes the date Tenant desires to commence construction or installation of such Alterations and Landlord has approved such date in writing, in order that Landlord may post appropriate notices to avoid any liability to contractors or material suppliers for payment for Tenant’s improvements. Tenant will at all times permit such notices to be posted and to remain posted until restores the completion of workPremises.

Alterations. (a) Tenant shall not before or during the Term make or suffer to be made any no alterations, additions or improvements in or to the Premises (herein collectively called “Alterations”whether structural or nonstructural) without first obtaining Landlord’s 's prior written approval thereof based on detailed plans and specifications submitted by Tenant. Landlord’s approval may be withheld in Landlord’s sole and absolute discretion if any Alterations could in Landlord’s judgment affect the structure of the Building or the electricalconsent, mechanical, heating, ventilation or air conditioning, life safety or plumbing systems of the Building (collectively the “Building Systems”), be visible from outside the Premises, or require additional code compliance or similar work not included in the Alterations; otherwise, Landlord’s which consent shall not be unreasonably withheld, delayed or conditioned. Without limiting If any alteration, addition or improvement is made by Tenant without such consent, Landlord shall have the foregoing, all Alterations shall also be subject right to require Tenant to remove the provisions of Section 11.2 belowsame at any time during the Term. Notwithstanding the foregoing, If Tenant shall request Landlord's consent for any alterations, additions or improvements, then Tenant shall submit detailed plans, specifications and an itemized budget for making such alterations, additions or improvements. Landlord may impose any conditions to any consent as Landlord shall in its discretion deem to be permitted to make Alterations that do not affect necessary or advisable, including without limitation the structure of the Building hours when work may be performed. Any approved alteration, addition or the Building Systems that in the aggregate do not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) without the prior written consent of improvement shall be made only by contractors or mechanics approved by both Tenant and Landlord; provided, however, that . Tenant shall provide Landlord copies of all permits, with as-built plans and other related documents in connection with such Alterations. (b) Any Alteration to the Premises specifications for any alterations, additions or improvements. Tenant covenants and agrees that all work done by Tenant shall be at Tenant’s sole cost and expense, performed in full compliance with all applicable Laws laws, rules, orders, ordinances, regulations, permits and requirements of any insurance rating bureau used by insurers selected to carry Landlord's insurance, and of any similar body. Tenant shall pay, when due, all requirements requested claims for labor or materials furnished or alleged to have been furnished to or for Tenant at or for use on the Premises, which claims are or may be secured by any mechanics or materialmen's lien against the Premises or any interest therein. If Tenant shall, in good faith, contest the validity of any such lien, claim or demand, then Tenant shall, at its sole expense defend and protect itself, Landlord, and the Premises against the same and shall pay and satisfy any such adverse judgment that may be rendered thereon before the enforcement thereof against the Landlord or the Premises. Before commencing any work, Tenant shall give Landlord at least five business (5) days' written notice of the proposed commencement of such work and shall, if required by Landlord, including, without limitation, the requirements of any insurer providing coverage for the Premises or the Building or any part thereof, and in accordance with plans and specifications approved in writing by Landlord, and shall be constructed and installed by a contractor reasonably approved in writing by Landlord. As a further condition to giving consent, with respect to Alterations that could affect the structural components of the Building Systems or which in the aggregate exceed One Million Dollars ($1,000,000.00) in cost, Landlord may require Tenant to provide Landlord, secure at Tenant’s sole 's own cost and expense, a payment completion and performance lien indemnity bond in form reasonably acceptable satisfactory to Landlord for said work and such other comprehensive general public liability insurance, builders risk insurance, and other such insurance coverages so as to protect the insurable interests of Landlord, Tenant, contractors and subcontractors in a principal amount not less than the estimated costs of such Alterations, to ensure Landlord against any liability for mechanics’ amounts and materialmen’s liens and to ensure completion of work. Before Alterations on forms as may begin, valid building permits or other permits or licenses required must be furnished to requested by Landlord, and, once the Alterations begin, Tenant will diligently and continuously pursue their completion. Landlord may monitor construction enter upon the Premises, in such case, for the purpose of the Alterations and Tenant shall reimburse Landlord for its reasonable costs (posting appropriate notices, including, without limitationbut not limited to, the costs notices of any construction manager retained by Landlord) in reviewing plans and documents and in monitoring construction. Tenant shall maintain during the course of construction, at its sole cost and expense, builders’ risk insurance for the amount of the completed value of the Alterations on an all-risk non-reporting form covering all improvements under construction, including building materials, and other insurance in amounts and against such risks as Landlord shall reasonably require in connection with the Alterations. In addition to and without limitation on the generality of the foregoing, Tenant shall ensure that its contractor(s) procure and maintain in full force and effect during the course of construction a “broad form” commercial general liability and property damage policy of insurance naming Landlord, Tenant and Landlord’s lenders, if any, as additional insureds. The minimum limit of coverage of the aforesaid policy shall be in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of one person in any one accident or occurrence and in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of more than one person in any one accident or occurrence, and shall contain a severability of interest clause or a cross liability endorsement. Such insurance shall further insure Landlord and Tenant against liability for property damage of at least Three Million Dollars ($3,000,000.00)nonresponsibility. (c) Tenant agrees not to proceed to make any Alterations, notwithstanding consent from Landlord to do so, until Tenant notifies Landlord in writing of the date Tenant desires to commence construction or installation of such Alterations and Landlord has approved such date in writing, in order that Landlord may post appropriate notices to avoid any liability to contractors or material suppliers for payment for Tenant’s improvements. Tenant will at all times permit such notices to be posted and to remain posted until the completion of work.

Alterations. Borrower may, without Lender’s consent, perform alterations to the Improvements and Equipment which (i) do not constitute a Material Alteration, (ii) do not materially adversely affect (a) Tenant Borrower’s financial condition or (b) the value or Net Operating Income of the Property, (iii) are in the ordinary course of Borrower’s business, and (iv) do not materially change or impact the use or zoning of, or access to, the Property or reduce the parking ratio thereof. Borrower shall not before or during the Term make or suffer to be made perform any alterationsMaterial Alteration without Lender’s prior written consent, additions or improvements in or to the Premises (herein collectively called “Alterations”) without first obtaining Landlord’s written approval thereof based on detailed plans and specifications submitted by Tenant. Landlord’s approval may be withheld in Landlord’s sole and absolute discretion if any Alterations could in Landlord’s judgment affect the structure of the Building or the electrical, mechanical, heating, ventilation or air conditioning, life safety or plumbing systems of the Building (collectively the “Building Systems”), be visible from outside the Premises, or require additional code compliance or similar work not included in the Alterations; otherwise, Landlord’s which consent shall not be unreasonably withheld. Without limiting the foregoing, all Alterations shall also be subject to the provisions of Section 11.2 below. Notwithstanding the foregoing, Tenant shall be permitted to make Alterations that do not affect the structure of the Building withheld or the Building Systems that in the aggregate do not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) without the prior written consent of Landlorddelayed; provided, however, that Tenant Lender may, in its sole and absolute discretion, withhold consent to any alteration proposed by Borrower, but not by tenants under the Leases, the cost of which is reasonably estimated to exceed $250,000 (as determined by Lender in its reasonable discretion). Lender may, as a condition to giving its consent to a Material Alteration, require that Borrower deliver to Lender security for payment of the cost of such Material Alteration and evidence of general liability and workmen’s compensation insurance. Upon substantial completion of the Material Alteration, Borrower shall provide Landlord copies of all permits, plans evidence reasonably satisfactory to Lender that (i) the Material Alteration was constructed in accordance with applicable Legal Requirements and other related documents in connection with such Alterations. (b) Any Alteration to the Premises shall be at Tenant’s sole cost and expense, in compliance with all applicable Laws and all requirements requested by Landlord, including, without limitation, the requirements of any insurer providing coverage for the Premises or the Building or any part thereof, and substantially in accordance with plans and specifications approved by Lender (which approval shall not be unreasonably withheld or delayed), (ii) all contractors, subcontractors, materialmen and professionals who provided work, materials or services in writing by Landlordconnection with the Material Alteration have been paid in full and have delivered unconditional releases of lien and (iii) all material Licenses necessary for the use, operation and shall be constructed and installed by a contractor reasonably approved in writing by Landlord. As a further condition to giving consent, with respect to Alterations that could affect the structural components occupancy of the Building Systems or Material Alteration (other than those which in depend on the aggregate exceed One Million Dollars performance of tenant improvement work) have been issued. Borrower shall reimburse Lender upon demand for all out-of-pocket costs and expenses ($1,000,000.00) in costincluding the reasonable fees of any architect, Landlord may require Tenant to provide Landlord, at Tenant’s sole cost and expense, a payment and performance bond in form reasonably acceptable to Landlord, in a principal amount not less than the estimated costs of such Alterations, to ensure Landlord against any liability for mechanics’ and materialmen’s liens and to ensure completion of work. Before Alterations may begin, valid building permits engineer or other permits or licenses required must be furnished to Landlord, and, once the Alterations begin, Tenant will diligently and continuously pursue their completion. Landlord may monitor construction of the Alterations and Tenant shall reimburse Landlord for its reasonable costs (including, without limitation, the costs of any construction manager retained professional engaged by LandlordLender) incurred by Lender in reviewing plans and documents and in monitoring construction. Tenant shall maintain during the course of construction, at its sole cost and expense, builders’ risk insurance specifications for the amount of the completed value of the Alterations on an all-risk non-reporting form covering all improvements under construction, including building materials, and other insurance in amounts and against such risks as Landlord shall reasonably require in connection with the any Material Alterations. In addition to and without limitation on the generality of the foregoing, Tenant shall ensure that its contractor(s) procure and maintain in full force and effect during the course of construction a “broad form” commercial general liability and property damage policy of insurance naming Landlord, Tenant and Landlord’s lenders, if any, as additional insureds. The minimum limit of coverage of the aforesaid policy shall be in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of one person in any one accident or occurrence and in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of more than one person in any one accident or occurrence, and shall contain a severability of interest clause or a cross liability endorsement. Such insurance shall further insure Landlord and Tenant against liability for property damage of at least Three Million Dollars ($3,000,000.00). (c) Tenant agrees not to proceed to make any Alterations, notwithstanding consent from Landlord to do so, until Tenant notifies Landlord in writing of the date Tenant desires to commence construction or installation of such Alterations and Landlord has approved such date in writing, in order that Landlord may post appropriate notices to avoid any liability to contractors or material suppliers for payment for Tenant’s improvements. Tenant will at all times permit such notices to be posted and to remain posted until the completion of work.

Alterations. 9.1 The initial improvement of the Premises under this Lease (ai.e., “Landlord’s Work,” as defined in Exhibit B) shall be accomplished by Landlord or its designated contractor(s) in accordance with Exhibit B. Landlord shall deliver the Premises and Tenant shall accept the Premises in its “as is” condition as of the Lease Commencement Date, provided that Landlord shall deliver the Premises (i) vacant, in broom clean condition, and free of prior tenants and furniture, fixtures, equipment and personal belongings of a prior tenant, and (ii) with Landlord’s Work substantially complete and (collectively, the “Delivery Condition”). It is understood and agreed that the preceding sentence is not before intended to waive or during limit Landlord’s obligation to deliver the Term Premises in compliance with all applicable Laws (including the ADA). Landlord is under no obligation to make or suffer to be made any alterations, additions or improvements Alterations in or to the Premises (herein collectively called “Alterations”) without first obtaining or the Building except as may be otherwise expressly provided in this Lease, including Exhibit B to this Lease. Upon Tenant’s written request, Landlord shall use commercially reasonable to enforce any warranties or guaranties obtained in connection with Landlord’s Work. 9.2 Tenant shall not make or permit anyone to make any Alterations in or to the Premises or the Building without the prior written approval thereof based on detailed plans and specifications submitted by Tenant. consent of Landlord’s approval , which consent may be withheld or granted in Landlord’s sole and absolute discretion if with respect to Structural and System Alterations and any Alterations could in Landlord’s judgment affect the structure of the Building or the electrical, mechanical, heating, ventilation or air conditioning, life safety or plumbing systems of the Building (collectively the “Building Systems”), be which are visible from outside the exterior of the Premises, or require additional code compliance or similar work not included in the Alterations; otherwise, Landlord’s and which consent shall not be unreasonably withheld. Without limiting the foregoing, conditioned or delayed with respect to all Alterations shall also be subject to the provisions of Section 11.2 belowother Alterations. Notwithstanding the foregoing, Tenant shall be permitted have the right to make Alterations that do not affect Cosmetic Changes within the structure of Premises without first obtaining the Building or the Building Systems that in the aggregate do not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) without the prior written consent of Landlord; provided, however, that . All Alterations made by Tenant shall provide Landlord copies of all permitsbe made: (a) in a good, plans workerlike, first class and other related documents in connection with such Alterations. prompt manner; (b) Any Alteration to the Premises shall be at Tenant’s sole cost and expense, in compliance with all applicable Laws and all requirements requested by Landlord, including, without limitation, the requirements of any insurer providing coverage for the Premises using new or the Building or any part thereof, and in accordance with plans and specifications approved in writing by Landlord, and shall be constructed and installed comparable materials only; (c) by a contractor reasonably approved in writing by Landlord. As a further condition to giving consent; (d) on days and at times reasonably approved in writing by Landlord; (e) if architectural and/or engineering plans are required for such Alterations, with respect to Alterations that could affect under the structural components supervision of the Building Systems or which an architect reasonably approved in the aggregate exceed One Million Dollars writing by Landlord; ($1,000,000.00f) in costaccordance with plans and specifications reasonably acceptable to Landlord, approved in writing at Landlord’s standard charge; (g) in accordance with all Laws, this Lease, and Landlord’s then-current construction rules and regulations; (h) after Tenant and its contractors have complied with the insurance requirements set forth in this Lease, and any additional insurance to be obtained by Tenant’s contractors and subcontractors as reasonably required by Landlord; and (i) upon request, after Tenant has delivered to Landlord may require documentation reasonably satisfactory to Landlord evidencing Tenant’s financial ability to complete the Alterations in accordance with the provisions of this Lease (including, at Landlord’s reasonable request, a payment or performance bond). If any lien (or a petition to establish such lien) is filed in connection with any Alteration made by or on behalf of Tenant, such lien (or petition) shall be discharged by Tenant to provide Landlordwithin ten (10) days thereafter, at Tenant’s sole cost and expense, by the payment thereof or by the filing of a payment and performance bond in form reasonably acceptable to Landlord, in a principal amount not less than . If Landlord gives its consent to the estimated costs of such Alterations, to ensure Landlord against any liability for mechanics’ and materialmen’s liens and to ensure completion of work. Before Alterations may begin, valid building permits or other permits or licenses required must be furnished to Landlord, and, once the Alterations begin, Tenant will diligently and continuously pursue their completion. Landlord may monitor construction of the Alterations and Tenant shall reimburse Landlord for its reasonable costs (including, without limitation, the costs making of any construction manager retained Alteration, such consent shall not be deemed to be an agreement or consent by Landlord) Landlord to subject its interest in reviewing plans and documents and the Premises or the Building to any liens which may be filed in monitoring constructionconnection therewith. Tenant shall maintain during the course of construction, acknowledges that any Alterations are accomplished for Tenant’s account and at its Tenant’s sole cost and expense, builders’ risk insurance for Landlord having no obligation or responsibility in respect thereof. Landlord’s approval of any plans and drawings (and changes thereto) regarding any Alterations or any contractor or subcontractor performing such Alterations shall not constitute Landlord’s representation that such approved plans, drawings, changes or Alterations comply with Laws. Any deficiency in design or construction, although same had prior approval of Landlord, shall be solely the amount responsibility of Tenant. All Alterations involving structural, electrical, mechanical or plumbing work, the heating, ventilation and air conditioning system of the completed value Premises or the Building, fire and life safety systems, the roof of the Building, or any areas outside of the Premises shall, at Landlord’s election, be performed by Landlord’s designated contractor or subcontractor at Tenant’s expense (provided the cost therefor is competitive). In connection with any Alteration, Landlord shall be paid a construction supervision fee in an amount equal to three percent (3%) of the total cost of such Alteration. Promptly after the completion of an Alteration for which architectural and/or engineering plans were required, or which includes Cabling, Tenant at its expense shall deliver to Landlord three (3) sets of accurate as built (or record) drawings and CAD drawings showing such Alteration in place. In addition, on Landlord’s request, Tenant shall certify the names of all contractors and subcontractors who did work on the Alterations on an all-risk non-reporting form covering and shall provide final lien waives from all improvements under constructionsuch contractors and subcontractors and any other documentation customarily provided in the State in which the Building is located to extinguish liens. All contractors and subcontractors shall be required to procure and maintain insurance against such risks, in such amounts, and with such companies as Landlord may reasonably require. Certificates of such insurance, with evidence of the payment of premiums therefor, must be received by Landlord before any work is commenced. All contracts between Tenant and a contractor must explicitly require the contractor to (a) name Landlord and the Landlord Insured Parties as additional insureds and (b) indemnify and hold harmless Landlord and the Landlord Insured Parties. Notwithstanding anything contained in this Lease to the contrary, the performance of any Alterations pursuant to the provisions of this Article IX or of any other provisions of this Lease or the Exhibits hereto shall not be done in a manner which would violate any union contracts affecting the Building, or by which Landlord is bound, or create any work stoppage, picketing, labor disruption, disharmony or dispute or any interference with the business of Landlord or any tenant or occupant of the Building. Tenant shall immediately stop the performance of any Alterations or other activity if Landlord notifies Tenant that continuing such Alteration or activity would violate any union contracts affecting the Building, or by which Landlord is bound, or create any work stoppage, picketing, labor disruption, disharmony or dispute or any interference with the business of Landlord or any tenant or occupant of the Building. 9.3 If any Alterations that require Landlord’s consent are made without the prior written consent of Landlord, then Landlord shall have the right, at Tenant’s expense, to remove such Alterations and restore the Premises and the Building to their condition prior to the commencement of the unauthorized Alterations. All Alterations to the Premises or the Building made by either party shall immediately become the property of Landlord and shall remain upon and be surrendered with the Premises as a part thereof at the expiration or earlier termination of the Lease Term; provided, however, that (a) subject to any applicable Landlord’s lien thereon, Tenant shall remove from the Premises, prior to the expiration or earlier termination of the Lease Term, (i) all personal property of Tenant, including building materialswithout limitation movable furniture, furnishings and equipment installed in the Premises solely at the expense of Tenant (“Personal Property”), and (ii) all Cabling installed by or for Tenant anywhere in the Building, and (b) Tenant shall remove at its expense all Alterations and other insurance items in amounts and against such risks as the Premises or the Building which Landlord designates in writing for removal. Landlord shall reasonably require in connection make such designation promptly after receipt of a written request for such determination by Tenant given with the AlterationsTenant’s request for Landlord’s approval of such Alteration. In addition to and without limitation on the generality of Notwithstanding the foregoing, Tenant shall ensure not be required to remove: (x) Alterations (other than Cabling) consisting of standard buildout items that its contractor(sare typically installed by similar tenants in multi tenanted, multi-story, first class office buildings (such as partitions, but not interior staircases, for example), unless so indicated by Landlord at the time required above; and (y) procure any initial Alteration made by Landlord in initially finishing and maintain completing the Premises in full force accordance with Exhibit B (i.e., Landlord’s Work). If such removal causes damage or injury to the Premises or the Building, then Landlord shall have the right, at Tenant’s expense, to repair all damage and effect during injury to the course Premises or the Building caused by such removal as aforesaid. Tenant expressly agrees that if any of construction Tenant’s Personal Property is not removed by Tenant prior to the earlier of (i) the expiration (or earlier termination) of the Lease Term or (ii) the termination of Tenant’s right of possession of the Premises, the same shall, at Landlord’s option, be deemed abandoned or become the property of Landlord surrendered with the Premises as a “broad form” commercial general liability and property damage policy of insurance naming part thereof; provided, however, that Landlord shall have the right at Tenant’s expense to remove from the Premises any or all such items or to require Tenant to do the same, except as otherwise provided in this Section. If Tenant fails to return the Premises to Landlord as required by this Section, then Tenant shall pay to Landlord, Tenant and Landlord’s lenders, if any, as additional insureds. The minimum limit of coverage of the aforesaid policy shall be in the amount of not less than Three Million Dollars all costs ($3,000,000.00including a construction management fee) for injury or death of one person in any one accident or occurrence and in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of more than one person in any one accident or occurrence, and shall contain a severability of interest clause or a cross liability endorsement. Such insurance shall further insure Landlord and Tenant against liability for property damage of at least Three Million Dollars ($3,000,000.00). (c) Tenant agrees not to proceed to make any Alterations, notwithstanding consent from Landlord to do so, until Tenant notifies incurred by Landlord in writing of the date Tenant desires to commence construction or installation of effectuating such Alterations and Landlord has approved such date in writing, in order that Landlord may post appropriate notices to avoid any liability to contractors or material suppliers for payment for Tenant’s improvements. Tenant will at all times permit such notices to be posted and to remain posted until the completion of workreturn.

Alterations. (a) Except as otherwise allowed under this Lease, including, without limitation, the Work Letter Agreement, Tenant shall not before or during the Term make or suffer to be made any alterations, additions additions, or improvements in in, on, or to the Premises (herein collectively called “Alterations”) without first obtaining Landlord’s written approval or any part thereof based on detailed plans and specifications submitted by Tenant. Landlord’s approval may be withheld in Landlord’s sole and absolute discretion if any Alterations could in Landlord’s judgment affect the structure of the Building or the electrical, mechanical, heating, ventilation or air conditioning, life safety or plumbing systems of the Building (collectively the “Building Systems”), be visible from outside the Premises, or require additional code compliance or similar work not included in the Alterations; otherwise, Landlord’s consent shall not be unreasonably withheld. Without limiting the foregoing, all Alterations shall also be subject to the provisions of Section 11.2 below. Notwithstanding the foregoing, Tenant shall be permitted to make Alterations that do not affect the structure of the Building or the Building Systems that in the aggregate do not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) without the prior written consent of Landlord; provided, howeverwhich consent shall not be unreasonably withheld, that Tenant and no such alterations, additions or improvements shall provide be made without the supervision of Landlord’s designated agent or representative. In the event Landlord copies of all permits, plans and other related documents in connection with such Alterations. (b) Any Alteration consents to the Premises making of any such alterations, additions, or improvements by Tenant, the same shall be made by Tenant, at Tenant’s 's sole cost and expense, in compliance accordance with all applicable Laws laws, ordinances, and regulations and all requirements requested by of Landlord, including, without limitation, the requirements of any insurer providing coverage for the Premises or the Building or any part thereof, 's and Tenant's insurance policies. All work shall be performed in accordance with plans and specifications approved by Landlord, and each contractor and subcontractor must first be approved in writing by Landlord, and or, at Landlord's option, the alteration, addition or improvement shall be constructed and installed made by a contractor reasonably approved in writing by Landlord. As a further condition to giving consentLandlord for Tenant's account, with respect to Alterations that could affect the structural components of the Building Systems or which in the aggregate exceed One Million Dollars ($1,000,000.00) in cost, Landlord may require Tenant to provide Landlord, at Tenant’s sole cost and expense, a payment and performance bond in form reasonably acceptable to Landlord, in a principal amount not less than the estimated costs of such Alterations, to ensure Landlord against any liability for mechanics’ and materialmen’s liens and to ensure completion of work. Before Alterations may begin, valid building permits or other permits or licenses required must be furnished to Landlord, and, once the Alterations begin, Tenant will diligently and continuously pursue their completion. Landlord may monitor construction of the Alterations and Tenant shall reimburse Landlord for its reasonable costs (including, without limitation, the costs of cost thereof upon demand. To the extent that Tenant requests that Landlord manage any construction manager retained services to the Premises, then Landlord may charge a fee for any and all such construction supervision provided by Landlord) in reviewing plans and documents and in monitoring construction. Tenant shall maintain during the course of construction, at its sole cost and expense, builders’ risk insurance for the amount of the completed value of the Alterations on an all-risk non-reporting form covering all improvements under construction, including building materials, and other insurance in amounts and against such risks as Landlord shall reasonably require ’s designated agents or representatives in connection with such alterations, additions or improvement to the AlterationsPremises by Tenant. In addition to and without limitation on the generality of the foregoingSuch fee, Tenant shall ensure that its contractor(s) procure and maintain in full force and effect during the course of construction a “broad form” commercial general liability and property damage policy of insurance naming Landlord, Tenant and at Landlord’s lendersoption, if any, as additional insureds. The minimum limit of coverage of the aforesaid policy shall be in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of one person in any one accident or occurrence and in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of more than one person in any one accident or occurrence, and shall contain either a severability of interest clause fixed fee or a cross liability endorsement. Such insurance shall further insure Landlord and Tenant against liability for property damage of at least Three Million Dollars ($3,000,000.00). (c) Tenant agrees not to proceed to make any Alterations, notwithstanding consent from Landlord to do so, until Tenant notifies Landlord fee calculated an hourly basis considering the time expended by Landlord’s agents or representatives in writing of the date Tenant desires to commence construction or installation of such Alterations and Landlord has approved such date in writing, in order that Landlord may post appropriate notices to avoid any liability to contractors or material suppliers for payment for supervising Tenant’s improvements. Tenant will at all times permit such notices to be posted and to remain posted until the completion of workconstruction.

Alterations. The following provisions regarding alterations shall supplement and be in addition to the provisions of the Prime Lease regarding alterations: (ai) Tenant SUBLESSEE'S ALTERATIONS. Sublessee shall not before or during the Term make or suffer to be made any alterations, additions or improvements other physical changes in or about the Subleased Premises, or other alterations to prepare the Subleased Premises for its use (herein collectively called “Alterations”collectively, "ALTERATIONS"), other than decorative Alterations such as painting, wall coverings and floor coverings (collectively, "DECORATIVE ALTERATIONS"), without Sublessor's (and if required by the Prime Lease, Landlord's) without first obtaining Landlord’s written approval thereof based on detailed plans and specifications submitted by Tenant. Landlord’s approval prior consent, which may be withheld in Sublessor's and/or Landlord’s 's sole discretion. Sublessor will not unreasonably withhold its consent to Alterations so long as such Alterations (i) are non-structural and absolute discretion if any Alterations could in Landlord’s judgment do not affect the structure building systems, (ii) are performed by contractors approved by Sublessor and/or Landlord to perform such Alterations, (iii) affect only the Subleased Premises and are not visible from outside of the Subleased Premises or the Building, (iv) do not affect the certificate of occupancy issued for the Building or the electricalSubleased Premises, mechanical(v) are consistent with the design, heating, ventilation or air conditioning, life safety or plumbing systems construction and equipment of the Building Building, (collectively the “Building Systems”), be visible from outside the Premises, or require additional code compliance or similar work not included in the Alterations; otherwise, Landlord’s consent shall not be unreasonably withheld. Without limiting the foregoing, all Alterations shall also be subject to the provisions of Section 11.2 below. Notwithstanding the foregoing, Tenant shall be permitted to make Alterations that vi) do not adversely affect the structure of the Building any service furnished by Landlord or the Building Systems that in the aggregate do not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) without the prior written consent of Landlord; provided, however, that Tenant shall provide Landlord copies of all permits, plans and other related documents Sublessor in connection with such Alterations. the operation of the Building, (bvii) Any Alteration to the Premises shall be at Tenant’s sole cost and expense, are in compliance with all applicable Laws the terms of the Prime Lease and (viii) are consented to by Landlord pursuant to the terms of the Prime Lease. Notwithstanding anything to the contrary herein, all alterations by Sublessee shall be architecturally similar to the existing improvements in the building in Sublessor's reasonable judgment and all requirements requested by Landlord, including, without limitation, the requirements construction materials and laboratory furnishings shall be of any insurer providing coverage for the Premises equal or greater quality than those currently existing in the Building or and any part thereof, fume hoods and in accordance with plans and specifications approved in writing biosafety cabinets installed by Landlord, and Sublessee shall be constructed and installed by a contractor reasonably approved in writing by Landlord. As a further condition to giving consent, with respect to Alterations that could affect from the structural components of the Building Systems or which in the aggregate exceed One Million Dollars ($1,000,000.00) in cost, Landlord may require Tenant to provide Landlord, at Tenant’s sole cost and expense, a payment and performance bond in form reasonably acceptable to Landlord, in a principal amount not less than the estimated costs of such Alterations, to ensure Landlord against any liability for mechanics’ and materialmen’s liens and to ensure completion of work. Before Alterations may begin, valid building permits or other permits or licenses required must be furnished to Landlord, and, once the Alterations begin, Tenant will diligently and continuously pursue their completion. Landlord may monitor construction of the Alterations and Tenant shall reimburse Landlord for its reasonable costs (including, without limitation, the costs of any construction manager retained by Landlord) in reviewing plans and documents and in monitoring construction. Tenant shall maintain during the course of construction, at its sole cost and expense, builders’ risk insurance for the amount of the completed value of the Alterations on an all-risk non-reporting form covering all improvements under construction, including building materials, and other insurance in amounts and against such risks as Landlord shall reasonably require in connection with the Alterations. In addition to and without limitation on the generality of the foregoing, Tenant shall ensure that its contractor(s) procure and maintain in full force and effect during the course of construction a “broad form” commercial general liability and property damage policy of insurance naming Landlord, Tenant and Landlord’s lenders, if any, as additional insureds. The minimum limit of coverage of the aforesaid policy shall be in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of one person in any one accident or occurrence and in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of more than one person in any one accident or occurrence, and shall contain a severability of interest clause or a cross liability endorsement. Such insurance shall further insure Landlord and Tenant against liability for property damage of at least Three Million Dollars ($3,000,000.00)same manufacturer. (c) Tenant agrees not to proceed to make any Alterations, notwithstanding consent from Landlord to do so, until Tenant notifies Landlord in writing of the date Tenant desires to commence construction or installation of such Alterations and Landlord has approved such date in writing, in order that Landlord may post appropriate notices to avoid any liability to contractors or material suppliers for payment for Tenant’s improvements. Tenant will at all times permit such notices to be posted and to remain posted until the completion of work.

Alterations. (a) Tenant shall not before or during the Term make or suffer to be made any alterations, additions improvements, additions, installations, or improvements changes of any nature in or to the Premises (herein collectively called any of the preceding, “Alterations”) without unless (i) Tenant first obtaining obtains Landlord’s written approval thereof based on detailed plans consent, provided, however, that minor, interior cosmetic alterations such as painting, wall papering, carpeting or hanging pictures or moving furniture and specifications submitted by Tenant. Landlord’s approval may be withheld in Landlord’s sole temporary partitions or cubicldes (the aggregate cost of which will not exceed $50,000.00, and absolute discretion if any Alterations could in Landlord’s judgment affect the structure of the Building or the electrical, mechanical, heating, ventilation or air conditioning, life safety or plumbing systems of the Building (collectively the “Building Systems”), which alteration will not be visible from outside the Premises, or require additional code compliance or similar work not included in the Alterations; otherwise, Landlord’s consent shall not be unreasonably withheld. Without limiting the foregoing, all Alterations shall also be subject to the provisions of Section 11.2 below. Notwithstanding the foregoing, Tenant shall be permitted to make Alterations that do not affect the structure of the Building or the Building Systems that in the aggregate do not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) without the prior written consent of Landlord; provided, however, that Tenant shall provide Landlord copies of all permits, plans and other related documents in connection with such Alterations. (b) Any Alteration to the Premises shall be at Tenant’s sole cost and expense, in compliance with all applicable Laws and all requirements requested by Landlord, including, without limitation, the requirements of any insurer providing coverage for the Premises or the Building or affect any part thereof, and in accordance with plans and specifications approved in writing by Landlord, and shall be constructed and installed by a contractor reasonably approved in writing by Landlord. As a further condition to giving consent, with respect to Alterations that could affect the structural components of the Building Systems or which in the aggregate exceed One Million Dollars ($1,000,000.00Project) in cost, Landlord may does not require Tenant to provide Landlord, at Tenant’s sole cost and expense, a payment and performance bond in form reasonably acceptable to Landlord, in a principal amount not less than the estimated costs of such Alterations, to ensure Landlord against any liability for mechanics’ and materialmen’s liens and to ensure completion of work. Before Alterations may begin, valid building permits or other permits or licenses required must be furnished to Landlord, and, once the Alterations begin, Tenant will diligently and continuously pursue their completion. Landlord may monitor construction of the Alterations and Tenant shall reimburse Landlord for its reasonable costs (including, without limitation, the costs of any construction manager retained by Landlord) in reviewing plans and documents and in monitoring construction. Tenant shall maintain during the course of construction, at its sole cost and expense, builders’ risk insurance for the amount of the completed value of the Alterations on an all-risk non-reporting form covering all improvements under construction, including building materials, and other insurance in amounts and against such risks as Landlord shall reasonably require in connection with the Alterations. In addition to and without limitation on the generality of the foregoing, Tenant shall ensure that its contractor(s) procure and maintain in full force and effect during the course of construction a “broad form” commercial general liability and property damage policy of insurance naming Landlord, Tenant and Landlord’s lenders, if any, approval so long as additional insureds. The minimum limit of coverage of the aforesaid policy shall be in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of one person in any one accident or occurrence and in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of more than one person in any one accident or occurrence, and shall contain a severability of interest clause or a cross liability endorsement. Such insurance shall further insure Landlord and Tenant against liability for property damage of at least Three Million Dollars ($3,000,000.00). (c) Tenant agrees not to proceed to make any Alterations, notwithstanding consent from Landlord to do so, until Tenant notifies Landlord in writing of the nature and extent of such alteration at least 15 business days before commencing such alteration); (ii) Tenant complies with all conditions which may be imposed by Landlord, including but not limited to Landlord’s selection of specific contractors or construction techniques and the requirements of the attached Exhibit “C”; and (iii) Tenant pays to Landlord the reasonable costs and expenses of Landlord for architectural, engineering, or other consultants which reasonably may be incurred by Landlord in determining whether to approve any such Alterations. At least 30 days prior to making any Alterations, Tenant shall submit to Landlord, in written form, proposed detailed plans of such Alterations. Tenant shall, prior to the commencement of any Alterations, at Tenant’s sole cost, (i) acquire (and deliver to Landlord a copy of) any required permit from the appropriate governmental agencies to make such Alterations (any conditions of which permit Tenant shall comply with, at Tenant’s sole cost, in a prompt and expeditious manner), (ii) provide Landlord with ten days’ prior written notice of the date Tenant desires to commence construction or the installation of the Alterations is to commence, so that Landlord can post and record an appropriate notice of non-responsibility, and (iii) obtain (and deliver to Landlord proof of) reasonably adequate workers compensation insurance with respect to any of Tenant’s employees installing or involved with such Alterations (which insurance Tenant shall maintain on an occurrence basis in force until completion of the Alterations). All Alterations shall upon installation become the property of Landlord and shall remain on and be surrendered with the Premises on the Expiration Date, except that Landlord has approved such date may, at its election, require Tenant to remove any or all of the Alterations, by so notifying Tenant in writingwriting on or about the Expiration Date, in order that Landlord may post appropriate notices which event, Tenant shall, at its sole cost, on or before the Expiration Date or within five days of Landlord’s request, if after the Expiration Date, repair and restore the Premises to avoid any liability the condition of the Premises prior to contractors or material suppliers for payment for Tenant’s improvementsthe installation of the Alterations which are to be removed. Tenant will at shall pay all times permit such notices costs for Alterations and other construction done or caused to be posted done by Tenant and Tenant shall keep the Premises free and clear of all mechanics’ and materialmen’s liens resulting from or relating to remain posted until any Alterations or other construction. Tenant may, at its election, contest the completion correctness or validity of workany such lien provided that (a) immediately on demand by Landlord, Tenant procures and records a lien release bond, issued by a corporation satisfactory to Landlord and authorized to issue surety bonds in California, in an amount equal to 150 percent of the amount of the claim of lien, which bond meets the requirements of California Civil Code Section 3143 or any successor statute, and (b) Landlord may, at its election, require Tenant to pay Landlord’s attorneys’ fees and costs incurred in participating in such an action.

Alterations. The Tenant shall not make any Alterations without complying with the following provisions: (a) The Tenant shall not before or during the Term may make or suffer to be made any alterations, additions or improvements in or Alterations to the Demised Premises (herein collectively called “Alterations”) other than Structural Alterations and Major Alterations without first obtaining the Landlord’s written approval thereof based prior consent, but with prior Notice to Landlord as to any Alterations costing in excess of Two Million Dollars ($2,000,000). The Landlord agrees that, to the extent that any proposed Structural Alterations or Material Alterations are described on detailed plans Schedule “F” hereto, the Landlord hereby consents thereto. Structural Alterations and specifications submitted by Tenant. Major Alterations shall require the Landlord’s approval may be withheld in Landlord’s sole and absolute discretion if any Alterations could in Landlord’s judgment affect the structure of the Building or the electricalprior consent, mechanical, heating, ventilation or air conditioning, life safety or plumbing systems of the Building (collectively the “Building Systems”), be visible from outside the Premises, or require additional code compliance or similar work not included in the Alterations; otherwise, Landlord’s which consent shall not be unreasonably withheld. Without limiting , delayed or conditioned unless such Structural Alterations or Major Alterations when completed may, in the foregoingLandlord’s opinion, all Alterations shall also be subject to acting reasonably and in good faith, reduce the provisions of Section 11.2 below. Notwithstanding value or impair the foregoing, Tenant shall be permitted to make Alterations that do not affect the structure use of the Building or Demised Premises in which case the Building Systems that in the aggregate do not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) without the prior written Landlord’s consent of Landlord; provided, however, that Tenant shall provide Landlord copies of all permits, plans and other related documents in connection with such Alterationsmay be arbitrarily withheld. (b) Any Alteration With its request for the Landlord’s consent to any Structural Alterations or Major Alterations, the Tenant shall submit to the Premises shall be at Tenant’s sole cost and expense, in compliance with all applicable Laws and all requirements requested by Landlord, including, without limitation, Landlord details of the requirements of any insurer providing coverage for the Premises or the Building or any part thereof, and in accordance with proposed Alterations including plans and specifications approved in writing by Landlord, and shall be constructed and installed where applicable prepared by a contractor reasonably approved in writing by Landlord. As a further condition to giving consentqualified Architect, with respect to Alterations that could affect the structural components of the Building Systems or which in the aggregate exceed One Million Dollars ($1,000,000.00) in cost, Landlord may require Tenant to provide Landlord, at Tenant’s sole cost and expense, a payment and performance bond in form reasonably acceptable to Landlord, in a principal amount not less than the estimated costs of such Alterations, to ensure Landlord against any liability for mechanics’ and materialmen’s liens and to ensure completion of work. Before Alterations may begin, valid building permits Structural or other permits or licenses required must be furnished to Landlord, and, once the Alterations begin, Tenant will diligently and continuously pursue their completion. Landlord may monitor construction of the Major Alterations and Tenant such Alterations shall reimburse Landlord for its reasonable costs (including, without limitation, the costs of any construction manager retained by Landlord) be completed materially in reviewing accordance with such plans and documents and specifications once approved in monitoring construction. Tenant shall maintain during writing by the course of construction, at its sole cost and expense, builders’ risk insurance for the amount of the completed value of the Alterations on an all-risk non-reporting form covering all improvements under construction, including building materials, and other insurance in amounts and against such risks as Landlord shall reasonably require in connection with the Alterations. In addition to and without limitation on the generality of the foregoing, Tenant shall ensure that its contractor(s) procure and maintain in full force and effect during the course of construction a “broad form” commercial general liability and property damage policy of insurance naming Landlord, Tenant and Landlord’s lenders, if any, as additional insureds. The minimum limit of coverage of the aforesaid policy shall be in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of one person in any one accident or occurrence and in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of more than one person in any one accident or occurrence, and shall contain a severability of interest clause or a cross liability endorsement. Such insurance shall further insure Landlord and Tenant against liability for property damage of at least Three Million Dollars ($3,000,000.00). (c) Unless expressly authorized in writing by the Landlord to the contrary, all Structural Alterations shall be conducted under the supervision of an Architect retained by the Tenant agrees and approved by the Landlord, such approval not to proceed to make any Alterationsbe unreasonably withheld, notwithstanding consent from Landlord to do so, until Tenant notifies Landlord in writing delayed or conditioned. The name of the date Tenant desires to commence construction or installation of such Alterations and Landlord has approved such date supervising Architect shall be included with the request set out in writing, in order that Landlord may post appropriate notices to avoid any liability to contractors or material suppliers for payment for Tenant’s improvements. Tenant will at all times permit such notices to be posted and to remain posted until the completion of workSection 7.1(b) above.

Alterations. (a) Tenant shall not before or during the Term make or suffer to be made any no alterations, additions or improvements in or to the Premises (herein collectively called “Alterations”including, without limitation, roof and wall penetrations) or any part thereof without first obtaining Landlord’s the prior written approval thereof based on detailed plans and specifications submitted by Tenant. Landlord’s approval may be withheld consent of Landlord in Landlord’s sole and absolute discretion if any Alterations could in Landlord’s judgment affect the structure of the Building or the electricaleach instance, mechanical, heating, ventilation or air conditioning, life safety or plumbing systems of the Building (collectively the “Building Systems”), be visible from outside the Premises, or require additional code compliance or similar work not included in the Alterations; otherwise, Landlord’s which consent shall not be unreasonably withheld, conditioned or delayed. Without limiting Landlord may impose as a condition to such consent such requirements as Landlord may reasonably deem necessary, including, without limitation that: (a) Landlord be furnished with working drawings before work commences; (b) performance and labor and material payment bonds in form and amount and issued by a company satisfactory to Landlord be furnished; (c) Landlord approve the foregoing, all Alterations shall also contractor by whom the work is to be subject performed; (d) adequate course of construction and general liability insurance be in place and Landlord be named as an additional insured under the contractor's liability and property insurance policies; and (e) Landlord's instructions relating to the provisions of Section 11.2 belowmanner in which the work is to be performed and the times during which it is to be accomplished shall be complied with. Notwithstanding the foregoing, Tenant shall be permitted pay to make Alterations that do not affect the structure of the Building Landlord all costs incurred by Landlord for any architectural, engineering, supervisory or the Building Systems that in the aggregate do not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) without the prior written consent of Landlord; provided, however, that Tenant shall provide Landlord copies of all permits, plans and other related documents legal services in connection with any alterations, additions or improvements, including, without limitation, Landlord's review of the plans, specifications and budget for purposes of determining whether to consent. All such Alterations. (b) Any Alteration to the Premises shall alterations, additions or improvements must be at Tenant’s sole cost performed in a good and expense, workmanlike manner in compliance with all applicable Laws laws, rules and all requirements requested by Landlordregulations, including, without limitation, the requirements Americans with Disabilities Act of 1990, and diligently prosecuted to completion. Tenant shall deliver to Landlord upon commencement of such work, a copy of the building permit with respect thereto, and a certificate of occupancy or other final inspection and approval from the applicable governmental authority having jurisdiction over the Premises and the Project, if applicable, immediately upon completion of the work. All such work shall be performed so as not to obstruct the access to the premises of any insurer providing coverage for the Premises or other tenant in the Building or Project. Should Tenant make any part thereofalterations, and in accordance with plans and specifications approved in writing by additions or improvements without Landlord, and shall be constructed and installed by a contractor reasonably approved in writing by Landlord. As a further condition to giving 's prior written consent, with respect to Alterations that could affect the structural components or without satisfaction of any of the Building Systems or which conditions established by Landlord in the aggregate exceed One Million Dollars ($1,000,000.00) in costconjunction with granting such consent, Landlord may require Tenant to provide Landlord, at Tenant’s sole cost and expense, a payment and performance bond in form reasonably acceptable to Landlordshall have the right, in a principal amount not less than the estimated costs of such Alterations, to ensure Landlord against any liability for mechanics’ and materialmen’s liens and to ensure completion of work. Before Alterations may begin, valid building permits or other permits or licenses required must be furnished to Landlord, and, once the Alterations begin, Tenant will diligently and continuously pursue their completion. Landlord may monitor construction of the Alterations and Tenant shall reimburse Landlord for its reasonable costs (including, without limitation, the costs of any construction manager retained by Landlord) in reviewing plans and documents and in monitoring construction. Tenant shall maintain during the course of construction, at its sole cost and expense, builders’ risk insurance for the amount of the completed value of the Alterations on an all-risk non-reporting form covering all improvements under construction, including building materials, and other insurance in amounts and against such risks as Landlord shall reasonably require in connection with the Alterations. In addition to and without limitation on the generality of any right or remedy Landlord may have under this Lease, at law or in equity, to require Tenant to remove all or some of the foregoingalterations, additions or improvements at Tenant's sole cost and restore the Premises to the same condition as existed prior to undertaking the alterations, additions or improvements, or if Tenant shall ensure that its contractor(s) procure and maintain in full force and effect during the course of construction a “broad form” commercial general liability and property damage policy of insurance naming Landlord, Tenant and Landlord’s lenders, if any, as additional insureds. The minimum limit of coverage of the aforesaid policy shall be in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of one person in any one accident or occurrence and in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of more than one person in any one accident or occurrence, and shall contain a severability of interest clause or a cross liability endorsement. Such insurance shall further insure Landlord and Tenant against liability for property damage of at least Three Million Dollars ($3,000,000.00). (c) Tenant agrees not to proceed to make any Alterations, notwithstanding consent from Landlord fail to do so, until Landlord may cause such removal or restoration to be performed at Tenant's expense and the cost thereof shall be Additional Rent to be paid by Tenant notifies immediately upon demand. Landlord shall have the right to require Tenant, at Tenant's expense, to remove any and all alterations, additions or improvements and to restore the Premises to its prior condition upon the expiration or sooner termination of this Lease. Tenant shall notify Landlord in writing at least ten (10) days prior to the commencement of any such work in or about the date Tenant desires to commence construction or installation of such Alterations Premises, and Landlord has approved such date shall have the right at any time and from time to time to post and maintain notices of non-responsibility in writing, in order that Landlord may post appropriate notices or about the Premises pursuant to avoid any liability to contractors or material suppliers for payment for Tenant’s improvementsapplicable laws. Tenant will at all times permit such notices to be posted and to remain posted until the completion of work8.

Alterations. (a) Tenant shall not before or during the Term make or suffer to be made any alterations, repairs, additions or improvements in or install any Cable (collectively referred to the Premises (herein collectively called as “Alterations”) without first obtaining Landlord’s the written approval thereof based on detailed plans and specifications submitted by Tenantconsent of Landlord in each instance, which consent shall not be unreasonably withheld or delayed. Landlord’s approval may be withheld in Landlord’s sole and absolute discretion if any Alterations could in Landlord’s judgment affect the structure of the Building or the electrical, mechanical, heating, ventilation or air conditioning, life safety or plumbing systems of the Building (collectively the “Building Systems”), be visible from outside the Premises, or require additional code compliance or similar work not included in the Alterations; otherwiseHowever, Landlord’s consent shall not be unreasonably withheldrequired for any Alteration that satisfies all of the following criteria (a “Cosmetic Alteration”): (a) is of a cosmetic nature such as painting, wallpapering, hanging pictures and installing carpeting; (b) is not visible from the exterior of the Premises or Building; (c) will not affect the Base Building (defined in Section 5); (d) does not require work to be performed inside the walls or above the ceiling of the Premises; (e) will not create excessive noise or result in the dispersal of odors or debris (including dust or airborne particulate matter); (f) costs less than $35,000.00; and (g) does not require the issuance of a construction permit. Without limiting the foregoing, all Cosmetic Alterations shall also be subject to all the other provisions of this Section 11.2 below9.03. Notwithstanding the foregoingPrior to starting any work, Tenant shall be permitted to make Alterations that do not affect the structure of the Building or the Building Systems that in the aggregate do not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) without the prior written consent of Landlord; provided, however, that Tenant shall provide furnish Landlord copies of all permits, with detailed plans and other related documents in connection with such Alterations. specifications (b) Any Alteration to the Premises which shall be at Tenant’s sole cost and expense, in compliance with all applicable Laws and all requirements CAD format if requested by Landlord) prepared by a duly licensed architect or engineer; names of contractors reasonably acceptable to Landlord (provided that Landlord may designate specific contractors with respect to Base Building, Building Systems and vertical Cable, as may be described more fully below); required permits and approvals; evidence of contractor’s and subcontractor’s insurance in form and amounts reasonably required by Landlord; and any security for performance in amounts reasonably required by Landlord. Landlord may designate specific contractors with respect to oversight, installation, repair, connection to, and removal of vertical Cable. All Cable shall be clearly marked with adhesive plastic labels (or plastic tags attached to such Cable with wire) to show Tenant’s name, suite number, and the purpose of such Cable (i) every 6 feet outside the Premises (specifically including, without limitationbut not limited to, the requirements of electrical room risers and any insurer providing coverage for the Premises or the Building or any part thereofCommon Areas), and in accordance with (ii) at the termination point(s) of such Cable. All changes to plans and specifications must also be submitted to Landlord for its approval. Alterations shall be constructed in a good and workmanlike manner using materials of a quality reasonably approved in writing by Landlord, and Tenant shall ensure that no Alteration impairs any Building system or Landlord’s ability to perform its obligations hereunder. Landlord’s consent shall be constructed and installed by a contractor deemed to have been reasonably approved in writing by Landlord. As a further condition to giving consent, with respect to withheld if the proposed Alterations that could (a) affect any structural component of the structural components Building; (b) be visible from or otherwise affect any portion of the Building Systems other than the interior of the Premises; (c) affect the Base Building or which any Building Systems; (d) result in Landlord being required under any Laws to perform any work that Landlord could otherwise avoid or defer; (e) result in an increase in the aggregate exceed One Million Dollars ($1,000,000.00) in cost, demand for utilities or services that Landlord may require Tenant is required to provide Landlord(whether to Tenant or to any other tenant in the Building); (f) cause an increase in any Insurance Expenses; (g) result in the disturbance or exposure of, at Tenant’s sole cost and expenseor damage to, a payment and performance bond in form reasonably acceptable to Landlord, any ACM or other Hazardous Material (defined below); or (h) violate or result in a principal amount not less than the estimated costs violation of such Alterationsany Law, to ensure Landlord against any liability for mechanics’ and materialmen’s liens and to ensure completion of workRule or requirement under this Lease. Before Alterations may begin, valid building permits or other permits or licenses required must be furnished to Landlord, and, once the Alterations begin, Tenant will diligently and continuously pursue their completion. Landlord may monitor construction of the Alterations and Tenant shall reimburse Landlord for its reasonable costs (includingany sums paid by Landlord for third party examination of Tenant’s plans for non-Cosmetic Alterations. In addition, without limitation, the costs Tenant shall pay Landlord a fee for Landlord’s oversight and coordination of any construction manager retained by Landlordnon-Cosmetic Alterations equal to ten percent (10%) in reviewing plans and documents and in monitoring construction. Tenant shall maintain during the course of construction, at its sole cost and expense, builders’ risk insurance for the amount of the completed value cost of the Alterations. Landlord may require a deposit of its estimated fees in advance of performing any review. Neither the payment of any such fees or costs, nor the monitoring, administration or control by Landlord of any contractor or any part of the Alterations on an all-risk non-reporting form covering all improvements under constructionshall be deemed to constitute any express or implied warranty or representation that any Alteration was properly designed or constructed, including building materials, and other insurance in amounts and against such risks as Landlord nor shall reasonably require in connection with the Alterations. In addition to and without limitation it create any liability on the generality part of the foregoing, Tenant shall ensure that its contractor(s) procure and maintain in full force and effect during the course of construction a “broad form” commercial general liability and property damage policy of insurance naming Landlord, Tenant and . Landlord’s lenders, if any, as additional insureds. The minimum limit approval of coverage of an Alteration shall not be deemed a representation by Landlord that the aforesaid policy shall be in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of one person in any one accident or occurrence and in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of more than one person in any one accident or occurrence, and shall contain a severability of interest clause or a cross liability endorsement. Such insurance shall further insure Landlord and Tenant against liability for property damage of at least Three Million Dollars ($3,000,000.00). (c) Tenant agrees not to proceed to make any Alterations, notwithstanding consent from Landlord to do so, until Tenant notifies Landlord in writing of the date Tenant desires to commence construction or installation of such Alterations and Landlord has approved such date in writing, in order that Landlord may post appropriate notices to avoid any liability to contractors or material suppliers for payment for Tenant’s improvements. Tenant will at all times permit such notices to be posted and to remain posted until the completion of work.Alteration complies with

Alterations. Except for work or alterations of a cosmetic, decorative, non-structural nature, which do not: (a) involve in any manner the mechanical, electrical or plumbing systems in the Building; or (b) exceed the cost of $50,000.00 in the aggregate, which aggregate shall include any work performed in any other premises leased by Tenant in the Building pursuant to another lease with Landlord, in any six-month period, Tenant shall not before or during the Term make or suffer to be made do any alterations, additions or improvements work in or to about the Leased Premises (herein collectively called “Alterations”) without first obtaining Landlord’s written approval thereof based on detailed plans and specifications submitted by Tenant. Landlord’s approval may be withheld in Landlord’s sole and absolute discretion if or make any Alterations could in Landlord’s judgment affect the structure of the Building alterations or the electricaladditions thereto, mechanical, heating, ventilation or air conditioning, life safety or plumbing systems of the Building (collectively the “Building Systems”), be visible from outside the Premises, or require additional code compliance or similar work not included in the Alterations; otherwise, Landlord’s consent shall not be unreasonably withheld. Without limiting the foregoing, all Alterations shall also be subject to the provisions of Section 11.2 below. Notwithstanding the foregoing, Tenant shall be permitted to make Alterations that do not affect the structure of the Building or the Building Systems that in the aggregate do not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) without the prior written consent of Landlord; provided, however, that Tenant which consent shall provide not be unreasonably withheld or delayed. All such work to which Landlord copies of all permits, plans and other related documents in connection with such Alterations. (b) Any Alteration to the Premises consents shall be performed and installed at Tenant’s sole cost and expense, in compliance with all applicable Laws and all requirements requested by Landlord, including, without limitation, the requirements of any insurer providing coverage for the Premises or the Building or any part thereof, and expense in accordance with plans and specifications approved in writing to be supplied by LandlordTenant, which plans and specifications, and the contractors, subcontractors and all suppliers of labor or materials shall in all instances first be constructed and installed by a contractor reasonably approved in writing by Landlord. As a further condition to giving consent, with respect to Alterations that could affect the structural components of the Building Systems or which in the aggregate exceed One Million Dollars ($1,000,000.00) in cost, Landlord may require Tenant to provide Landlord, at Tenant’s sole cost and expense, a payment and performance bond in form reasonably acceptable subject to Landlord’s approval, which shall not be unreasonably withheld or delayed. Landlord shall respond to any request by Tenant for Landlord’s approval, including any such request made in a principal amount not less than connection with the estimated costs of such AlterationsInitial Work, to ensure Landlord against any liability for mechanics’ and materialmen’s liens and to ensure completion of work. Before Alterations may begin, valid building permits or other permits or licenses required must be furnished to Landlordwithin thirty (30) days, and, once if Landlord does not give its approval, Landlord shall specify its reasons for not giving its approval. During the Alterations beginperformance of any work, whether or not Landlord’s consent is required therefor, Tenant will diligently and continuously pursue their completion. shall maintain such insurance as Landlord may monitor construction reasonably require for the benefit of the Alterations and Landlord or such other parties as Landlord shall designate in writing. Tenant shall reimburse Landlord for its reasonable Landlord’s actual out-of-pocket costs (including, without limitation, the costs of any construction manager retained by Landlord) in reviewing Tenant’s plans and documents and in monitoring constructionfor any alterations requiring Landlord’s approval. Tenant shall maintain during the course of construction, at its sole cost and expense, builders’ risk insurance for the amount of the completed value of the Alterations on an all-risk non-reporting form covering all improvements under construction, including building materials, and other insurance in amounts and against such risks as Landlord shall reasonably require provide Tenant with invoices from those professionals from whom Landlord incurred fees in support of Landlord’s demand for reimbursement in accordance with this Section. Landlord will make commercially reasonable efforts to cooperate with Tenant in connection with the Alterationsany application Tenant makes to obtain any permits, licenses, approvals and/or sign-offs necessary for any alterations or improvements Tenant makes pursuant to this Section. In addition to and without limitation on the generality Within 30 days of the foregoingcompletion of any alterations or improvements, regardless of whether Landlord’s consent is required therefor, Tenant shall ensure that its contractor(s) procure furnish Landlord with complete as-built sepia and maintain CAD drawings thereof. Landlord shall not charge Tenant a supervisory fee in full force and effect during the course of construction a “broad form” commercial general liability and property damage policy of insurance naming Landlord, Tenant and Landlord’s lenders, if any, as additional insureds. The minimum limit of coverage of the aforesaid policy shall be in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of one person in any one accident or occurrence and in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of more than one person in any one accident or occurrence, and shall contain a severability of interest clause or a cross liability endorsement. Such insurance shall further insure Landlord and Tenant against liability for property damage of at least Three Million Dollars ($3,000,000.00)connection with work performed pursuant to this Section. (c) Tenant agrees not to proceed to make any Alterations, notwithstanding consent from Landlord to do so, until Tenant notifies Landlord in writing of the date Tenant desires to commence construction or installation of such Alterations and Landlord has approved such date in writing, in order that Landlord may post appropriate notices to avoid any liability to contractors or material suppliers for payment for Tenant’s improvements. Tenant will at all times permit such notices to be posted and to remain posted until the completion of work.

Alterations. (a) Tenant Brillian shall not before make any building or during the Term make leasehold alterations or suffer to be made any alterationsadditions, additions including remodeling or improvements in or to the Premises (herein collectively called “Alterations”) signage, without first obtaining Master Landlord’s written approval thereof based on detailed plans 's and specifications submitted by Tenant. TFS's consent, which TFS's and Master Landlord’s approval 's consent may be withheld in Landlord’s their sole discretion. If any such alterations or additions are made, Brillian agrees not to permit any mechanics' liens to be placed on the Sublet Premises or any portion thereof and absolute discretion if to cause any Alterations could in Landlord’s judgment affect contract for work to be done at the structure Sublet Premises to contain a waiver of the Building contractor's right to file a mechanics' lien. Any alterations of any kind to the Sublet Premises or any part thereof, except Brillian's trade fixtures which can be removed without damage or defacement to the electrical, mechanical, heating, ventilation Sublet Premises or air conditioning, life safety or plumbing systems any other portion of the Building (collectively Building, shall be surrendered with the “Building Systems”), be visible from outside the Sublet Premises, or require additional code compliance or similar work not included in as a part thereof, at the Alterations; otherwise, Landlord’s consent shall not be unreasonably withheld. Without limiting the foregoing, all Alterations shall also be subject to the provisions of Section 11.2 below. Notwithstanding the foregoing, Tenant shall be permitted to make Alterations that do not affect the structure end of the Building or the Building Systems that in the aggregate do not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) without the prior written consent of LandlordSublease Term; provided, however, that Tenant TFS may require at the time TFS and Master Landlord consent to such alteration or fixture Brillian to remove any alterations or fixtures made by Brillian, and to repair any damage to the Sublet Premises caused by such removal, all at Brillian's sole expense. Any alterations installed by Brillian shall provide Landlord copies be deemed a part of the Sublet Premises and shall be maintained and repaired by Brillian in the same manner as that required for all permits, plans and other related documents in connection with such Alterationsportions of the Sublet Premises. (b) Any Alteration Brillian shall have the right to place a sign or signs on the facade of the Building, provided, however: (i) TFS (and the Master Landlord to the Premises extent that such consent from the Master Landlord is required under the Master Lease) shall have the right to consent to the size, style, and location of any such signs, which consent shall not be at Tenant’s sole cost and expense, in compliance unreasonably withheld or delayed; (ii) any such signs shall comply with all applicable Laws laws, rules, regulations, and all requirements requested by Landlordcovenants, includingconditions, without limitation, and restrictions of record; and (iii) TFS may require that Brillian remove any such signs at the requirements expiration of the Term and repair any insurer providing coverage for the Premises or damage to the Building or any part thereofcaused by such removal, and in accordance with plans and specifications approved in writing by Landlord, and shall be constructed and installed by a contractor reasonably approved in writing by Landlord. As a further condition to giving consent, with respect to Alterations that could affect the structural components of the Building Systems or which in the aggregate exceed One Million Dollars ($1,000,000.00) in cost, Landlord may require Tenant to provide Landlord, all at Tenant’s Brillian's sole cost and expense, a payment and performance bond in form reasonably acceptable to Landlord, in a principal amount not less than the estimated costs of such Alterations, to ensure Landlord against any liability for mechanics’ and materialmen’s liens and to ensure completion of work. Before Alterations may begin, valid building permits or other permits or licenses required must be furnished to Landlord, and, once the Alterations begin, Tenant will diligently and continuously pursue their completion. Landlord may monitor construction of the Alterations and Tenant shall reimburse Landlord for its reasonable costs (including, without limitation, the costs of any construction manager retained by Landlord) in reviewing plans and documents and in monitoring construction. Tenant shall maintain during the course of construction, at its sole cost and expense, builders’ risk insurance for the amount of the completed value of the Alterations on an all-risk non-reporting form covering all improvements under construction, including building materials, and other insurance in amounts and against such risks as Landlord shall reasonably require in connection with the Alterations. In addition to and without limitation on the generality of the foregoing, Tenant shall ensure that its contractor(s) procure and maintain in full force and effect during the course of construction a “broad form” commercial general liability and property damage policy of insurance naming Landlord, Tenant and Landlord’s lenders, if any, as additional insureds. The minimum limit of coverage of the aforesaid policy shall be in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of one person in any one accident or occurrence and in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of more than one person in any one accident or occurrence, and shall contain a severability of interest clause or a cross liability endorsement. Such insurance shall further insure Landlord and Tenant against liability for property damage of at least Three Million Dollars ($3,000,000.00). (c) Tenant agrees not to proceed to make any Alterations, notwithstanding consent from Landlord to do so, until Tenant notifies Landlord in writing of the date Tenant desires to commence construction or installation of such Alterations and Landlord has approved such date in writing, in order that Landlord may post appropriate notices to avoid any liability to contractors or material suppliers for payment for Tenant’s improvements. Tenant will at all times permit such notices to be posted and to remain posted until the completion of work.

Alterations. (a) Following the construction of any Tenant shall Improvements to the Premises under Article 4 above, Tenant will not before or during the Term thereafter make or suffer to be made any alterations, repairs, additions or improvements in or to the Premises (herein collectively called for purposes of this Article, any of the foregoing being referred to as the “AlterationsWork”) without first obtaining Landlord’s written approval thereof based on detailed plans and specifications submitted by Tenant. Landlord’s approval may be withheld which (a) exceeds $200,000.00 in Landlord’s sole and absolute discretion if the aggregate during any Alterations could in Landlord’s judgment affect 12-month period, (b) is visible from the structure exterior of the Building or the electrical(c) would add, mechanical, heating, ventilation disturb or air conditioning, life safety in any way adversely change any Building Systems or plumbing systems structural portions of the Building Building, without the prior written consent of the Landlord (collectively the “Building Systems”), be visible from outside the Premises, or require additional code compliance or similar work not included in the Alterations; otherwise, Landlord’s which consent shall not be unreasonably withheld. Without limiting the foregoing, all Alterations shall also be subject conditioned or delayed) as to the provisions character of Section 11.2 belowthe Work, the manner of doing the Work including payment and financial security mechanisms associated therewith, and the contractor(s) doing the Work. Notwithstanding the foregoing, Tenant shall be permitted to make Alterations that do not affect the structure if reinforcement of the Building floor or the Building Systems that in the aggregate do not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) without the prior written consent of Landlord; providedany slab is required, however, that Tenant shall provide Landlord copies of all permits, plans and other related documents in connection with such Alterations. (b) Any Alteration to the Premises shall be at as reasonably determined by Tenant’s sole cost architect, then Tenant may perform such Work subject to reasonably conditions which Landlord may impose as Landlord deems necessary or appropriate. For the Tenant Improvements and expenseas a condition to Landlord’s consent to Work proposed by Tenant, in compliance Landlord may impose such conditions with all applicable Laws and all requirements requested by Landlordrespect thereto as Landlord reasonably deems appropriate, including, without limitation, requiring Tenant to remove such Tenant Improvements or Work at the requirements end of the Term and repair any insurer providing coverage for damages resulting from such removal (which shall be deemed required in the Premises absence of Landlord’s written consent or agreement to the Building or any part thereofcontrary), and in accordance with insurance against liabilities that may arise out of such Work, plans and specifications approved in writing by Landlord and permits necessary for such Work. If such Work is performed by contractor(s) not retained by Landlord, Tenant shall upon completion of such Work, (i) deliver to Landlord evidence that payment for all such Work has been made by Tenant, contractors’ affidavits and full and final mechanic’s lien waivers and (ii) for Work requiring Landlord’s consent, pay to Landlord a construction supervision fee of four percent (4%) of the total hard cost of such Work, but in no event less than $500.00 to reimburse Landlord for the costs incurred by its construction manager in inspecting and supervising such Work (for avoidance of doubt, no such fee shall be constructed and installed by a contractor reasonably approved in writing by Landlord. As a further condition to giving consent, required with respect to Alterations that could affect the structural components of the Building Systems or which Tenant Improvements). All such Work shall be done in the aggregate exceed One Million Dollars ($1,000,000.00) in a good and workmanlike manner using quality materials and shall comply with all applicable governmental laws, ordinances, rules and regulations. Tenant agrees to indemnify and hold Landlord free and harmless from any liability, loss, cost, Landlord may require Tenant to provide Landlord, at Tenantdamage or expense (including reasonable attorney’s sole cost and expense, a payment and performance bond in form reasonably acceptable to Landlord, in a principal amount not less than the estimated costs fees) by reason of any of such Alterations, Work. The provisions of Article 17 of this Lease Agreement shall apply to ensure Landlord against any liability for mechanics’ and materialmen’s liens and all Work performed under this Article. Notwithstanding anything to ensure completion of work. Before Alterations may begin, valid building permits or other permits or licenses required must be furnished to Landlord, and, once the Alterations begin, Tenant will diligently and continuously pursue their completion. Landlord may monitor construction of the Alterations and Tenant shall reimburse Landlord for its reasonable costs (including, without limitation, the costs of any construction manager retained by Landlord) in reviewing plans and documents and in monitoring construction. Tenant shall maintain during the course of construction, at its sole cost and expense, builders’ risk insurance for the amount of the completed value of the Alterations on an all-risk non-reporting form covering all improvements under construction, including building materials, and other insurance in amounts and against such risks as Landlord shall reasonably require in connection with the Alterations. In addition to and without limitation on the generality of the foregoingcontrary herein, Tenant shall ensure that have the right to retain its contractor(s) procure own licensed and maintain appropriately insured and bonded contractor to make future alterations which are cosmetic in full force nature, not visible from the exterior, and effect during the course of construction a “broad form” commercial general liability and property damage policy of insurance naming Landlord, Tenant and do not impact building structure or Building Systems without Landlord’s lendersconsent and with no overhead charges paid to same (provided that the aggregate cost of such alterations in any 6-month period, if anymeasured as one project, as additional insureds. The minimum limit of coverage does not exceed the threshold set forth in the first sentence of the aforesaid policy shall be in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of one person in any one accident or occurrence and in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of more than one person in any one accident or occurrence, and shall contain a severability of interest clause or a cross liability endorsement. Such insurance shall further insure Landlord and Tenant against liability for property damage of at least Three Million Dollars ($3,000,000.00immediately preceding paragraph). (c) Tenant agrees not to proceed to make any Alterations, notwithstanding consent from Landlord to do so, until Tenant notifies Landlord in writing of the date Tenant desires to commence construction or installation of such Alterations and Landlord has approved such date in writing, in order that Landlord may post appropriate notices to avoid any liability to contractors or material suppliers for payment for Tenant’s improvements. Tenant will at all times permit such notices to be posted and to remain posted until the completion of work.

Alterations. Except for non-structural Alterations that (ai) do not exceed $25,000 in the aggregate, (ii) are not visible from the exterior of the Premises, (iii) do not affect any Building System or the structural strength of the Building, (iv) do not require penetrations into the floor, roof, ceiling or walls, other than minor penetrations for wall hangings, fastenings to the floor or similar items not affecting the Building Systems, and (v) do not require work on the roof or within the walls, below the floor or above the ceiling, Tenant shall not before or during the Term make or suffer to be made permit any alterations, additions or improvements Alterations in or to the Premises (herein collectively called “Alterations”) without first obtaining Landlord’s written approval thereof based on detailed plans and specifications submitted by Tenant. Landlord’s approval may be withheld in Landlord’s sole and absolute discretion if any Alterations could in Landlord’s judgment affect the structure of the Building or the electricalconsent, mechanical, heating, ventilation or air conditioning, life safety or plumbing systems of the Building (collectively the “Building Systems”), be visible from outside the Premises, or require additional code compliance or similar work not included in the Alterations; otherwise, Landlord’s which consent shall not be unreasonably withheld. Without limiting the foregoing, all Alterations shall also be subject With respect to the provisions of Section 11.2 below. Notwithstanding the foregoing, Tenant shall be permitted to make any Alterations that do not affect require Landlord’s consent, Tenant shall nonetheless provide written notice thereof to Landlord, describing in reasonable detail the structure nature of the Building Alteration. With respect to any Alterations made by or on behalf of Tenant (where the Building Systems Alteration requires Landlord’s consent): (i) not less than ten (10) days prior to commencing any Alteration, Tenant shall deliver to Landlord the plans, specifications and necessary permits for the Alteration, together with certificates evidencing that in the aggregate do not exceed Two Hundred Fifty Thousand Dollars Tenant’s contractors and subcontractors have adequate insurance coverage ($250,000.00based on reasonable industry standards) without the naming Landlord and any other associated or affiliated entity as their interests may appear as additional insureds, (ii) Tenant shall obtain Landlord’s prior written consent approval of Landlord; providedany contractor or subcontractor, however, that Tenant shall provide Landlord copies of all permits, plans and other related documents in connection with such Alterations. (biii) Any the Alteration to the Premises shall be at Tenant’s sole cost constructed with new materials, in a good and expenseworkmanlike manner, and in compliance with all applicable Laws and all requirements requested the plans and specifications delivered to, and, if required above, approved by Landlord, including(iv) Tenant shall pay Landlord all reasonable costs and expenses in an amount not to exceed $2,500 in connection with Landlord’s third party costs in connection with the review of Tenant’s plans and specifications, without limitationand of any supervision or inspection of the construction Landlord deems necessary, and (v) upon Landlord’s request Tenant shall, prior to commencing any Alteration, the requirements cost of which exceeds $100,000.00, provide Landlord reasonable security against liens arising out of such construction. Any Alteration by Tenant shall be the property of Tenant until the expiration or termination of this Lease; at that time without payment by Landlord the Alteration shall remain on the Property and become the property of Landlord unless Landlord gives notice to Tenant to remove it, in which event Tenant will remove it, will repair any insurer providing coverage for resulting damage and will restore the Premises to the condition existing prior to Tenant’s Alteration. At Tenant’s request prior to Tenant making any Alterations, Landlord will notify Tenant whether Tenant is required to remove the Alterations at the expiration or termination of this Lease. Tenant may install its trade fixtures, furniture and equipment in the Premises, provided that the installation and removal of them will not affect any structural portion of the Property, any Building System or any other equipment or facilities serving the Building or any part thereofoccupant. Notwithstanding anything to the contrary in this Lease, at the expiration or termination of this Lease, Tenant shall not be required to remove the Tenant Improvements, excluding wiring and in accordance with plans and specifications approved in writing by Landlord, and cabling which Tenant shall be constructed and installed by a contractor reasonably approved in writing by Landlord. As a further condition required to giving consent, with respect to Alterations that could affect the structural components of the Building Systems or which in the aggregate exceed One Million Dollars ($1,000,000.00) in cost, Landlord may require Tenant to provide Landlord, at Tenant’s sole cost and expense, a payment and performance bond in form reasonably acceptable to Landlord, in a principal amount not less than the estimated costs of such Alterations, to ensure Landlord against any liability for mechanics’ and materialmen’s liens and to ensure completion of work. Before Alterations may begin, valid building permits or other permits or licenses required must be furnished to Landlord, and, once the Alterations begin, Tenant will diligently and continuously pursue their completion. Landlord may monitor construction of the Alterations and Tenant shall reimburse Landlord for its reasonable costs (including, without limitation, the costs of any construction manager retained by Landlord) in reviewing plans and documents and in monitoring construction. Tenant shall maintain during the course of construction, remove at its sole cost and expense, builders’ risk insurance for the amount of the completed value of the Alterations on an all-risk non-reporting form covering all improvements under construction, including building materials, and other insurance in amounts and against such risks as Landlord shall reasonably require in connection with the Alterations. In addition Subject to and without limitation on the generality of the foregoingthis Section 12, Tenant shall ensure that its contractor(s) procure and maintain in full force and effect during have the course of construction right to install a “broad form” commercial general liability and property damage policy of insurance naming Landlord, Tenant and Landlord’s lenders, if any, as additional insureds. The minimum limit of coverage of the aforesaid policy shall be security system in the amount of not less than Three Million Dollars ($3,000,000.00) for injury Premises, provided that Tenant provides Landlord with the code or death of one person in any one accident or occurrence and in other access to the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of more than one person in any one accident or occurrence, and shall contain a severability of interest clause or a cross liability endorsement. Such insurance shall further insure Landlord and Tenant against liability for property damage of at least Three Million Dollars ($3,000,000.00)security system. (c) Tenant agrees not to proceed to make any Alterations, notwithstanding consent from Landlord to do so, until Tenant notifies Landlord in writing of the date Tenant desires to commence construction or installation of such Alterations and Landlord has approved such date in writing, in order that Landlord may post appropriate notices to avoid any liability to contractors or material suppliers for payment for Tenant’s improvements. Tenant will at all times permit such notices to be posted and to remain posted until the completion of work.

Alterations. (a) Tenant shall not before make (or during the Term make or suffer permit to be made made) any alterationschange, additions addition or improvements in or improvement to the Premises (herein collectively called including, without limitation, the attachment of any fixture or equipment) (collectively, the “Alterations” and individually, an “Alteration”) without first obtaining Landlord’s written approval thereof based on detailed plans and specifications submitted by Tenant. Landlord’s approval may be withheld in Landlord’s sole and absolute discretion if any Alterations could in Landlord’s judgment affect the structure of unless such Alteration: (a) equals or exceeds the Building or the electricalStandard and utilizes only new and first-grade materials; (b) is in conformity with all Legal Requirements, mechanical, heating, ventilation or air conditioning, life safety or plumbing systems of the Building and is made after obtaining any required permits and licenses; (collectively the “Building Systems”), be visible from outside the Premises, or require additional code compliance or similar work not included in the Alterations; otherwise, Landlord’s consent shall not be unreasonably withheld. Without limiting the foregoing, all Alterations shall also be subject to the provisions of Section 11.2 below. Notwithstanding the foregoing, Tenant shall be permitted to make Alterations that do not affect the structure of the Building or the Building Systems that in the aggregate do not exceed Two Hundred Fifty Thousand Dollars ($250,000.00c) without is made with the prior written consent of Landlord not to be unreasonably withheld, conditioned or delayed; (d) is made pursuant to plans and specifications approved in writing in advance by Landlord; provided(e) with respect to any Alterations the cost of which is expected to exceed One Hundred Thousand Dollars ($100,000.00), however, that is made after Tenant shall provide has provided to Landlord copies of all permits, plans and other related documents in connection with such Alterations. (b) Any Alteration to the Premises shall be at Tenant’s sole cost and expense, in compliance with all applicable Laws and all requirements reasonable indemnification and/or bonds requested by Landlord, including, without limitation, a performance and completion bond in such form and amount as may be satisfactory to Landlord to protect against claims and liens for labor performed and materials furnished, and to insure the requirements completion of any insurer providing coverage for the Premises or the Building or any part thereof, and in accordance with plans and specifications approved in writing Alteration; (f) is carried out by Landlord, and shall be constructed and installed by a contractor persons reasonably approved in writing by Landlord who, if required by Landlord, deliver to Landlord before commencement of their work proof of such insurance coverage as Landlord may reasonably require, with Landlord named as an additional insured; and (g) is done only at such time and in such manner as Landlord may reasonably specify. As a further condition Landlord shall notify Tenant of its consent or disapproval of any such proposed Alterations within ten (10) business days after Landlord’s receipt of Tenant’s request therefor, together with all final plans and specifications for such work. Notwithstanding the foregoing to giving the contrary, Tenant may make non-structural Alterations to the interior of the Premises (collectively, the “Acceptable Changes”) without Landlord’s consent, provided that (i) Tenant delivers to Landlord written notice of such Acceptable Changes (the “Acceptable Change Notice”) at least fifteen (15) days prior to the commencement thereof, (ii) the cost of each such Acceptable Change does not exceed $25,000.00 per job, and the aggregate cost of all Acceptable Changes does not exceed $50,000.00 in any consecutive twelve (12) month period, (iii) such Acceptable Changes shall be performed by or on behalf of Tenant in compliance with respect to Alterations that could the other provisions of this Article 11, (iv) such Acceptable Changes do not require the issuance of a building permit or other governmental approval, (v) such Acceptable Changes do not affect the structural components of the Building Systems or any mechanical, plumbing, electrical, HVAC and/or life-safety systems of the Building, (vi) such Acceptable Changes are not visible from or affect any area located outside the Premises, and (vii) such Acceptable Changes shall be performed by qualified contractors and subcontractors which normally and regularly perform similar work in the aggregate exceed One Million Dollars Complex or other first-class office and retail complexes in the Cottonwood sub-market of Salt Lake City, Utah ($1,000,000.00collectively, the “Comparable Buildings”). Tenant shall pay for all overhead, general conditions, fees and other costs and expenses of any such Alterations, and shall pay to Landlord all actual, out-of-pocket costs incurred by Landlord in connection with such Alterations. Except as otherwise provided hereinbelow, all such Alterations (including all articles attached to the floor, wall or ceiling of the Premises) in costshall become the property of Landlord. Landlord may, Landlord may require Tenant at Landlord’s election, cause such Alterations to provide Landlordbe (A) surrendered with the Premises as part thereof at the termination or expiration of the Term of this Lease, without any payment, reimbursement or compensation therefor, or (B) removed by Tenant, at Tenant’s sole cost and expense, a payment and performance bond in form reasonably acceptable on or prior to the termination or expiration of the Term of this Lease, with all damage caused by such removal repaired by Tenant; provided, however, with respect to Alterations made or caused to be made by Tenant with Landlord’s consent, Tenant shall have no obligation to remove such Alterations unless at the time Landlord approved the final working drawings for any such Alterations (or, with respect to any Acceptable Change, no later than thirty (30) days after Landlord’s receipt of the Acceptable Change Notice applicable thereto), Landlord, by written notice to Tenant, identified those Alterations which Landlord would require Tenant to remove at the expiration or earlier termination of the Term of this Lease, in a principal amount not less than which event Tenant shall remove such identified Alterations on or before the estimated costs expiration of the Term of the Lease and repair any damage resulting from such removal. Tenant shall reimburse, indemnify, defend and hold harmless Landlord from and against all costs, liens, claims, damages, losses, liabilities and expenses, including reasonable attorneys’ fees, which may arise out of, or be connected in any way with, any such Alterations. Within thirty (30) days following the imposition of any lien resulting from any such Alterations, to ensure Landlord against any liability for mechanics’ and materialmen’s liens and to ensure completion of work. Before Alterations may begin, valid building permits or other permits or licenses required must be furnished to Landlord, and, once the Alterations begin, Tenant will diligently and continuously pursue their completion. Landlord may monitor construction of the Alterations and Tenant shall reimburse Landlord for its reasonable costs (including, without limitation, the costs of any construction manager retained by Landlord) in reviewing plans and documents and in monitoring construction. Tenant shall maintain during the course of construction, at its sole cost and expense, builders’ risk insurance for the amount of the completed value of the Alterations on an all-risk non-reporting form covering all improvements under construction, including building materials, and other insurance in amounts and against cause such risks as Landlord shall reasonably require in connection with the Alterations. In addition to and without limitation on the generality of the foregoing, Tenant shall ensure that its contractor(s) procure and maintain in full force and effect during the course of construction a “broad form” commercial general liability and property damage policy of insurance naming Landlord, Tenant and Landlord’s lenders, if any, as additional insureds. The minimum limit of coverage of the aforesaid policy shall be in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of one person in any one accident or occurrence and in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of more than one person in any one accident or occurrence, and shall contain a severability of interest clause or a cross liability endorsement. Such insurance shall further insure Landlord and Tenant against liability for property damage of at least Three Million Dollars ($3,000,000.00). (c) Tenant agrees not to proceed to make any Alterations, notwithstanding consent from Landlord to do so, until Tenant notifies Landlord in writing of the date Tenant desires to commence construction or installation of such Alterations and Landlord has approved such date in writing, in order that Landlord may post appropriate notices to avoid any liability to contractors or material suppliers for payment for Tenant’s improvements. Tenant will at all times permit such notices lien to be posted and to remain posted until the completion released of workrecord by payment of money or posting of a proper bond.

Alterations. (a) Tenant shall not before or during the Term make or suffer to be made any no alterations, additions or improvements in or to the Premises (herein collectively called “Alterations”) without first obtaining Landlord’s written approval thereof based on detailed plans and specifications submitted by Tenant. Landlord’s approval may be withheld in Landlord’s sole and absolute discretion if any Alterations could in Landlord’s judgment affect the structure of the Building or the electrical, mechanical, heating, ventilation or air conditioning, life safety or plumbing systems of the Building (collectively the “Building Systems”), be visible from outside the Premises, or require additional code compliance or similar work not included in the Alterations; otherwise, Landlord’s consent shall not be unreasonably withheld. Without limiting the foregoing, all Alterations shall also be subject to the provisions of Section 11.2 below. Notwithstanding the foregoing, Tenant shall be permitted to make Alterations that do not affect the structure of the Building or the Building Systems that in the aggregate do not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) without the prior written consent of Landlord; provided, however, that Tenant shall provide Landlord copies of all permits, plans and other related documents in connection with such Alterations. (b) Any Alteration to the Premises shall be at Tenant’s sole cost and expense, in compliance with all applicable Laws and all requirements requested by Landlord, including, without limitation, the requirements of any insurer providing coverage for the Premises or the Building or any part thereof, and in accordance with plans and specifications approved in writing by Landlord, and shall be constructed and installed by a contractor reasonably approved in writing by Landlord. As a further condition to giving consent, with respect to Alterations that could affect the structural components of the Building Systems or which in the aggregate exceed One Million Dollars ($1,000,000.00) in cost, Landlord may require Tenant to provide Landlordimpose, at Tenant’s sole cost and expense, as a payment and performance bond in form reasonably acceptable to Landlord, in a principal amount not less than the estimated costs condition of such Alterations, to ensure consent such requirements as Landlord against any liability for mechanics’ and materialmen’s liens and to ensure completion of work. Before Alterations may begin, valid building permits or other permits or licenses required must be furnished to Landlord, and, once the Alterations begin, Tenant will diligently and continuously pursue their completion. Landlord may monitor construction of the Alterations and Tenant shall reimburse Landlord for its reasonable costs (including, without limitation, the costs of any construction manager retained by Landlord) in reviewing plans and documents and in monitoring construction. Tenant shall maintain during the course of construction, at its sole cost and expense, builders’ risk insurance for the amount of the completed value of the Alterations on an all-risk non-reporting form covering all improvements under constructiondiscretion may deem reasonable or desirable, including building materials, and other insurance in amounts and against such risks as Landlord shall reasonably require in connection with the Alterations. In addition to and without limitation on limiting the generality of the foregoing, requirements as to the manner in which, the time or times at which, and the contractor by whom such work shall be done and requirements that Tenant provide Landlord with labor, material, payment and performance bonds (collectively the "bonds") naming Landlord (and such other persons as Landlord may reasonably request) as insureds under such bonds. Landlord shall have the same rights of review and approval with respect to permitted alterations, additions, and improvements to the Premises as described for tenant improvements in Article 7. Tenant covenants and agrees that all work done by Tenant shall ensure that its contractor(s) procure and maintain be performed in full force compliance with all laws, rules, orders, ordinances, directions, regulations and effect during requirements of all governmental agencies, offices, departments, bureaus and boards having jurisdiction, and in full compliance with rules, orders, directions, regulations and requirements of the course Pacific Fire Rating Bureau or any other organization performing a similar function. Before commencing any work, Tenant shall give Landlord at least five (5) days' notice of construction a “broad form” commercial general liability the proposed commencement date of such work and property damage policy of insurance naming shall, if required by Landlord, secure at Tenant's own cost and expense, the bonds, in a form reasonably satisfactory to Landlord, for said work naming Landlord (and such other persons as Landlord may reasonably request) as insureds under the bonds. All such alterations, additions or improvements shall become the property of Landlord and shall be surrendered with the Premises, as a part thereof, at the end of the term hereof, except that Landlord may, by notice to Tenant given at least thirty (30) days prior to the end of the term, require Tenant to remove all partitions, counters, railings and the like installed by Tenant and Landlord’s lendersto repair any damage to the Premises form such removal. Tenant shall make no alteration, if any, as additional insureds. The minimum limit of coverage addition or improvement to the Premises that can be seen from the exterior of the aforesaid policy shall be in Building or from any common area of the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of one person in any one accident or occurrence and in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of more than one person in any one accident or occurrenceBuilding, including without limitation window treatments, curtains, and shall contain a severability of interest clause or a cross liability endorsement. Such insurance shall further insure Landlord and Tenant against liability for property damage of at least Three Million Dollars ($3,000,000.00)binds. (c) Tenant agrees not to proceed to make any Alterations, notwithstanding consent from Landlord to do so, until Tenant notifies Landlord in writing of the date Tenant desires to commence construction or installation of such Alterations and Landlord has approved such date in writing, in order that Landlord may post appropriate notices to avoid any liability to contractors or material suppliers for payment for Tenant’s improvements. Tenant will at all times permit such notices to be posted and to remain posted until the completion of work.

Alterations. (a) Tenant shall not before or during the Term make or suffer to be made any no alterations, additions or improvements in or to the Premises (herein collectively called “Alterations”) without first obtaining Landlord’s written approval thereof based on detailed plans and specifications submitted by Tenant. Landlord’s approval may be withheld in Landlord’s sole and absolute discretion if any Alterations could in Landlord’s judgment affect the structure of the Building or the electrical, mechanical, heating, ventilation or air conditioning, life safety or plumbing systems of the Building (collectively the “Building Systems”), be visible from outside the Premises, or require additional code compliance or similar work not included in the Alterations; otherwise, Landlord’s consent shall not be unreasonably withheld. Without limiting the foregoing, all Alterations shall also be subject to the provisions of Section 11.2 below. Notwithstanding the foregoing, Tenant shall be permitted to make Alterations that do not affect the structure of the Building or the Building Systems that in the aggregate do not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) without the prior written consent of Landlord, which consent may be given or withheld in Landlord's sole discretion. Notwithstanding the foregoing, Landlord shall not unreasonably withhold its consent to any alterations, additions or improvements to the Premises which cost less than One Dollar ($1.00) per square foot of the improved portions of the Premises (excluding warehouse square footage) and do not (i) affect the exterior of the Building or outside areas (or be visible from adjoining sites), or (ii) affect or penetrate any of the structural portions of the Building, including, but not limited to, the roof, or (iii) require any material change to the basic floor plan of the Premises, any material change to any structural or mechanical systems of the Premises, or (iv) interfere in any manner with the proper functioning of or Landlord's access to any mechanical, electrical, plumbing or HVAC systems, facilities or equipment located in or serving the Building, or (v) diminish the value of the Premises. In addition, Tenant shall gave the right to make alterations, additions or improvements to the Premises, without having to obtain Landlord's consent which: (x) do not fall within the conditions identified in subparagraphs (i) through (v) above; and (y) cost less than Fifty Cents ($.50) per rentable square foot of the Premises determined annually (but without carryover or compounding); provided that Tenant shall give Landlord written notice of such changes which notice shall include a reasonably detailed description thereof. Landlord may impose, as a condition to its consent, any requirements that Landlord in its discretion may deem reasonable or desirable, including, but not limited to, a requirement that all work be covered by a lien and completion bond satisfactory to Landlord and reasonable requirements as to the manner, time, and contractor for performance of the work; provided, however, that Landlord may not require Tenant shall to provide Landlord copies of all permits, plans and other related documents any bonds in connection with such Alterations. any particular alterations project which costs less than One Hundred Thousand Dollars (b) Any Alteration to $100,000.00). Tenant shall obtain all required permits for the Premises work and shall be at Tenant’s sole cost and expense, perform the work in compliance with all applicable Laws laws, regulations and ordinances, all requirements requested covenants, conditions and restrictions affecting the Project, and the Rules and Regulations (hereafter defined). Tenant understands and agrees that Landlord shall be entitled to a supervision fee in the amount of five percent (5%) of the cost of any work which requires a government permit. If any governmental entity requires, as a condition to any proposed alterations, additions or improvements to the Premises by Tenant, that improvements be made to the Common Areas, and if Landlord consents to such improvements to the Common Areas, then Tenant shall, at Tenant's sole expense, make such required improvements to the Common Areas in such manner, utilizing such materials, and with such contractors (including, if required by Landlord, Landlord's contractors) as Landlord may require in its sole discretion. Under no circumstances shall Tenant make any improvement which incorporates any Hazardous Materials, including, without limitation, asbestos-containing construction materials into the requirements of any insurer providing coverage Premises. Any request for Landlord's consent shall be made in writing and shall contain architectural plans describing the work in detail reasonably satisfactory to Landlord. Unless Landlord otherwise agrees in writing, all alterations, additions or improvements affixed to the Premises or (excluding moveable trade fixtures and furniture) shall become the Building or any part thereof, and in accordance with plans and specifications approved in writing by Landlord, property of Landlord and shall be constructed and installed by a contractor reasonably approved in writing by Landlord. As a further condition to giving consent, surrendered with respect to Alterations that could affect the structural components Premises at the end of the Building Systems or which in Term. Landlord shall have the aggregate exceed One Million Dollars ($1,000,000.00) in cost, Landlord may right to require Tenant to provide remove any alterations, additions or improvements whether or not Landlord's consent was required unless Landlord's written consent was obtained and at the time of providing its consent, Landlord notified Tenant in writing that Tenant would not have to remove such items upon the expiration or earlier termination of the Lease Term. When reviewing any plans for alterations, additions or improvements submitted for its approval, Landlord shall notify Tenant in writing whether Landlord shall require Tenant to remove any or all of such improvements upon expiration or earlier termination of this Lease. Tenant shall have the right upon expiration or earlier termination of this Lease to remove any and all phone systems, furniture, fixtures and other personal property at Tenant’s 's sole cost and expense, a payment and performance bond in form reasonably acceptable to Landlord, in a principal amount not less than the estimated costs of such Alterations, to ensure Landlord against any liability for mechanics’ and materialmen’s liens and to ensure completion of work. Before Alterations may begin, valid building permits or other permits or licenses required must be furnished to Landlord, and, once the Alterations begin, Tenant will diligently and continuously pursue their completion. Landlord may monitor construction of the Alterations and expense provided that Tenant shall reimburse repair any damage caused by such removal. Except as otherwise provided in this Lease or in any Exhibit to this Lease, should Landlord for its reasonable costs (includingmake any alteration or improvement to the Premises at the request of Tenant, without limitation, the costs of any construction manager retained by Landlord) in reviewing plans and documents and in monitoring construction. Tenant shall maintain during the course of construction, at its sole cost and expense, builders’ risk insurance for the amount of the completed value of the Alterations on an all-risk non-reporting form covering all improvements under construction, including building materials, and other insurance in amounts and against such risks as Landlord shall reasonably require in connection with the Alterationsbe entitled to prompt reimbursement from Tenant for all costs incurred. In addition to and without limitation on the generality of the foregoingIf Landlord withholds any consent required by this Section 7.3, Tenant Landlord shall ensure that specify its contractor(s) procure and maintain in full force and effect during the course of construction a “broad form” commercial general liability and property damage policy of insurance naming Landlord, Tenant and Landlord’s lenders, if any, as additional insuredsreasons therefor. The minimum limit provisions of coverage of this Section 7.3 shall not be applicable to the aforesaid policy shall be in initial Tenant Improvements Work constructed pursuant to the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of one person in any one accident or occurrence and in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of more than one person in any one accident or occurrence, and shall contain a severability of interest clause or a cross liability endorsement. Such insurance shall further insure Landlord and Tenant against liability for property damage of at least Three Million Dollars ($3,000,000.00)attached Work Letter. (c) Tenant agrees not to proceed to make any Alterations, notwithstanding consent from Landlord to do so, until Tenant notifies Landlord in writing of the date Tenant desires to commence construction or installation of such Alterations and Landlord has approved such date in writing, in order that Landlord may post appropriate notices to avoid any liability to contractors or material suppliers for payment for Tenant’s improvements. Tenant will at all times permit such notices to be posted and to remain posted until the completion of work.

Alterations. The following provisions govern Alterations constructed by Tenant: (i) Tenant shall not construct any Alterations or otherwise alter the Premises without Landlord's prior approval if (a) such action results in the demolition, removal or material alteration of existing improvements or future Renovation Improvements (including partitions, wall and floor coverings, ceilings, lighting fixtures or other utility installations), and (b) the cost of such construction or alteration exceeds One Hundred Thousand Dollars ($100,000) per work of improvement (as such amount is adjusted pursuant to Paragraph 41) or if the cost of Alterations done, under construction, or for which approval is sought during any calendar quarter exceeds One Hundred Thousand Dollars ($100,000) (as such amount is adjusted pursuant to Paragraph 41). With respect to any Alterations which must be approved by Landlord pursuant to the immediately preceding sentence, Tenant shall not commence construction of such Alterations until Landlord shall have the first approved the plans and specifications therefor, which approval shall be deemed given if not denied in writing within ten (10) working days after Landlord shall have received Tenant's request for such approval. In no event shall Tenant make any Alterations to the Premises which could affect the structural integrity or the exterior design of the Building. Notwithstanding anything contained herein, Tenant shall have the right to reconfigure demountable walls and partitions without Landlord's prior consent. (ii) All Alterations requiring Landlord's approval shall be installed by Tenant in substantial compliance with the approved plans and specifications therefor. All construction undertaken by Tenant shall be done in accordance with all Laws and in a good and workmanlike manner using materials of good quality. Tenant shall not commence construction of any Alterations until (a) all required governmental approvals and permits shall have been obtained, and (b) all requirements regarding insurance imposed by this Lease have been satisfied. (iii) Landlord shall cause to be made available to Tenant all information maintained by Landlord or Landlord's architect which relates to the plans for the Building, including any "as-built" plans for the Building (and mechanical platforms on the Building roof) and/or Outside Areas, so that Tenant can incorporate such information into Tenant's files relating to plans for the Tenant Improvements and for Alterations. At all times during the Lease Term, (a) Tenant shall maintain and keep updated "as-built" plans for all Alterations constructed by Tenant which may or may not before have required a building permit or other governmental approval, and (b) Tenant shall provide to Landlord copies of all such "as-built" plans and any and all other drawings relating to Tenant's Alterations in the Premises. (iv) All Alterations shall remain the property of Tenant during the Term make or suffer Lease Term. Tenant shall have the right to be made remove any alterations, additions or improvements in or Alterations so long as it repairs all damage caused by the installation thereof and returns the Premises to the Premises condition existing prior to the installation of such Alterations. At the expiration or sooner termination of the Lease Term, all Alterations that Tenant does not elect to remove shall be surrendered to Landlord as a part of the realty and shall then become Landlord's property, and Landlord shall have no obligation to reimburse Tenant for all or any portion of the value or cost thereof. Notwithstanding anything contained herein (herein collectively called “Alterations”but subject to the restrictions set forth in Paragraphs 13.B(iv)(a) without first obtaining Landlord’s written approval thereof based on detailed plans and specifications submitted by Tenant. Landlord’s approval may be withheld in Landlord’s sole and absolute discretion (b)), if Landlord so requires, at the expiration or earlier termination of the Lease Term, Tenant shall remove any Alterations could designated for removal by Landlord, including those Alterations for which Landlord's consent was not initially required, and shall restore the Premises to the condition existing prior to the installation of such Alterations only to the extent necessary to return the Premises to a condition that has substantially the same value to subsequent tenants as existed on the Commencement Date, ordinary wear and tear excepted. The following provisions shall qualify the general rule set forth in Landlord’s judgment affect the structure immediately preceding sentence: (a) Tenant shall remove and restore all damage caused by the removal of any specialized Alterations specifically related to the Building or operation of Tenant's business in the electricalPremises. To the extent Alterations made by Tenant results in a reduction in the capacity of HVAC, mechanical, heating, ventilation or air conditioning, life safety electrical or plumbing systems, Tenant shall restore HVAC, mechanical, electrical and plumbing systems so that the capacity thereof is substantially the same as existed as of the Commencement Date, ordinary wear and tear excepted. If restroom "cores" and fixtures have been changed, such "cores" shall be moved to their original location and such "cores" and fixtures shall be restored to substantially the same condition as existed as of the Commencement Date, ordinary wear and tear excepted. If Tenant has made any Alterations to the structural parts of the Building (collectively i.e., foundations, load-bearing walls, and structural roof system, but excluding roof membrane) or the “floor slab, such structural parts of the Building Systems”shall be returned to the condition existing prior to the making of such Alterations by Tenant (including the filling of any pits, well▇ ▇▇ trenches). If Tenant has made any Alterations to the roof membrane, the roof membrane shall be visible from outside returned to the Premisescondition existing prior to the making of such Alterations by Tenant, or require additional code compliance or similar work not included in the Alterations; otherwise, Landlord’s consent except that Tenant shall not be unreasonably withheldobligated to restore any penetration of the roof membrane that has been made with the written approval of Landlord. Without limiting the foregoing, all Alterations shall also be subject to the provisions The percentage of Section 11.2 below. Notwithstanding the foregoing, Tenant shall be permitted to make Alterations that do not affect the structure dropped ceiling for each area of the Building or (office, research and development, etc.) shall be substantially the Building Systems that in same as existed as of the aggregate do not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) without Commencement Date. Any Alterations made by Tenant to the prior written consent fire sprinkler system shall be restored to substantially the same condition as existed as of Landlord; providedthe Commencement Date, however, that Tenant shall provide Landlord copies of all permits, plans ordinary wear and other related documents in connection with such Alterationstear excepted. (b) Any Alteration Tenant shall only be required to remove Alterations for which either of the Premises shall be at Tenant’s sole cost and expense, in compliance with all applicable Laws and all requirements requested by Landlord, including, without limitation, the requirements of any insurer providing coverage for the Premises or the Building or any part thereoffollowing is true, and in accordance with plans and specifications only if such removal is otherwise required by all of the preceding provisions of this Paragraph 13.B(iv): (i) such Alterations were approved in writing by Landlord and, at the time such approval was given by Landlord, and shall be constructed and installed by a contractor reasonably approved Landlord informed Tenant in writing by Landlord. As a further condition to giving consent, with respect to that Landlord would require that such Alterations that could affect be removed at the structural components termination of the Building Systems Lease Term; or which in the aggregate exceed One Million Dollars ($1,000,000.00ii) in cost, Landlord may require Tenant to provide Landlord, at Tenant’s sole cost and expense, a payment and performance bond in form reasonably acceptable to Landlord, in a principal amount not less than the estimated costs of such Alterations, to ensure Landlord against any liability for mechanics’ and materialmen’s liens and to ensure completion of work. Before Alterations may begin, valid building permits or other permits or licenses required must be furnished to Landlord, and, once the Alterations begin, Tenant will diligently and continuously pursue their completion. Landlord may monitor construction of the Alterations and Tenant shall reimburse Landlord for its reasonable costs (including, without limitation, the costs of any construction manager retained by Landlord) in reviewing plans and documents and in monitoring construction. Tenant shall maintain during the course of construction, at its sole cost and expense, builders’ risk insurance for the amount of the completed value of the Alterations on an all-risk non-reporting form covering all improvements under construction, including building materials, and other insurance in amounts and against such risks as Landlord shall reasonably require in connection with the Alterations. In addition to and without limitation on the generality of the foregoing, Tenant shall ensure that its contractor(s) procure and maintain in full force and effect during the course of construction a “broad form” commercial general liability and property damage policy of insurance naming Landlord, Tenant and Landlord’s lenders, if any, as additional insureds. The minimum limit of coverage of the aforesaid policy shall be in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of one person in any one accident or occurrence and in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of more than one person in any one accident or occurrence, and shall contain a severability of interest clause or a cross liability endorsement. Such insurance shall further insure Landlord and Tenant against liability for property damage of at least Three Million Dollars ($3,000,000.00). (c) Tenant agrees not to proceed to make any Alterations, notwithstanding consent from Landlord to do so, until Tenant notifies Landlord in writing of the date Tenant desires to commence construction or installation of such Alterations and Landlord has approved such date in writing, in order that Landlord may post appropriate notices to avoid any liability to contractors or material suppliers for payment for Tenant’s improvements. Tenant will at all times permit such notices to be posted and to remain posted until the completion of workwere installed with Landlord's consent.

Alterations. (a) Tenant will not paint, decorate or change the architectural treatment of any part of the exterior of the Premises or construct any changes to the interior of the Premises, without Landlord’s prior written approval thereto, and will promptly remove any paint, decoration, alteration, addition or changes applied or installed without Landlord’s approval or take such other action with respect thereto as Landlord directs. Tenant shall not before or during the Term make or suffer to be made any structural alterations, additions or improvements changes to the Premises. Tenant may, at its own cost and expense erect shelves, bins, racks and removable (i.e., not attached to the realty) trade fixtures (collectively “Trade Fixtures”) in or the ordinary course of its business provided such items do not alter the basic character of the Premises, do not damage the Premises, may be removed without injury to the Premises (herein collectively called “Alterations”) without first obtaining Landlord’s written approval and the construction, erection and installation thereof based on detailed plans complies with all legal requirements and specifications submitted by Tenant. Landlord’s approval may be withheld in Landlord’s sole and absolute discretion if any Alterations could in Landlord’s judgment affect the structure of the Building or the electrical, mechanical, heating, ventilation or air conditioning, life safety or plumbing systems of the Building (collectively the “Building Systems”), be visible from outside the Premises, or require additional code compliance or similar work not included in the Alterations; otherwise, Landlord’s consent shall not be unreasonably withheld. Without limiting the foregoing, all Alterations shall also be subject to the other provisions of Section 11.2 belowthis Lease. Notwithstanding If Landlord grants consent to any requested alterations, the foregoing, Tenant alterations shall be permitted to make Alterations that do not affect the structure of the Building or the Building Systems that performed in the aggregate do not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) without the prior written consent of Landlord; provideda good, however, that Tenant shall provide Landlord copies of all permits, plans workmanlike and other related documents lien free manner in connection with such Alterations. (b) Any Alteration to the Premises shall be at Tenant’s sole cost and expense, in compliance accordance with all applicable Laws legal requirements and any restrictions which may be imposed by Landlord as a condition to its consent. All alterations, changes, additions and all requirements requested leasehold improvements made by Landlord, including, without limitation, the requirements of any insurer providing coverage for the Premises Tenant or the Building or any part thereof, made by Landlord on Tenant’s behalf and in accordance with plans and specifications approved in writing all fixtures installed by LandlordTenant which are not Trade Fixtures are herein collectively referred to as “Tenant Additions”, and shall be constructed and installed by a contractor reasonably approved in writing by the property of Landlord. As a further condition to giving consentSuch Tenant Additions shall not be removed by Tenant on, with respect to Alterations that could affect the structural components before or following expiration or termination of the Building Systems or which in the aggregate exceed One Million Dollars ($1,000,000.00) in cost, Landlord may require Tenant to provide Landlord, at Tenant’s sole cost and expense, a payment and performance bond in form reasonably acceptable to Landlord, in a principal amount not less than the estimated costs of such Alterations, to ensure Landlord against any liability for mechanics’ and materialmen’s liens and to ensure completion of work. Before Alterations may begin, valid building permits or other permits or licenses required must be furnished to Landlord, and, once the Alterations begin, Tenant will diligently and continuously pursue their completion. Landlord may monitor construction of the Alterations and Tenant shall reimburse Landlord for its reasonable costs (including, Lease without limitation, the costs of any construction manager retained by Landlord) in reviewing plans and documents and in monitoring construction. Tenant shall maintain during the course of construction, at its sole cost and expense, builders’ risk insurance for the amount of the completed value of the Alterations on an all-risk non-reporting form covering all improvements under construction, including building materials, and other insurance in amounts and against such risks as Landlord shall reasonably require in connection with the Alterations. In addition to and without limitation on the generality of the foregoing, Tenant shall ensure that its contractor(s) procure and maintain in full force and effect during the course of construction a “broad form” commercial general liability and property damage policy of insurance naming Landlord, Tenant and Landlord’s lenders, if any, consent except as additional insureds. The minimum limit of coverage of the aforesaid policy shall may be in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of one person in any one accident or occurrence and in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of more than one person in any one accident or occurrence, and shall contain a severability of interest clause or a cross liability endorsement. Such insurance shall further insure Landlord and Tenant against liability for property damage of at least Three Million Dollars ($3,000,000.00)required pursuant to Section 27.1. (c) Tenant agrees not to proceed to make any Alterations, notwithstanding consent from Landlord to do so, until Tenant notifies Landlord in writing of the date Tenant desires to commence construction or installation of such Alterations and Landlord has approved such date in writing, in order that Landlord may post appropriate notices to avoid any liability to contractors or material suppliers for payment for Tenant’s improvements. Tenant will at all times permit such notices to be posted and to remain posted until the completion of work.

Alterations. (a) SECTION 3.1 Tenant shall not before or during the Term make or suffer to be made any alterations, additions or improvements Tenant Alterations without Landlord's Approval in or to the Premises (herein collectively called “Alterations”) without first obtaining Landlord’s written approval thereof based on detailed plans and specifications submitted by Tenant. Landlord’s approval may be withheld in Landlord’s sole and absolute discretion if any Alterations could in Landlord’s judgment affect the structure of the Building or the electrical, mechanical, heating, ventilation or air conditioning, life safety or plumbing systems of the Building (collectively the “Building Systems”), be visible from outside the Premises, or require additional code compliance or similar work not included in the Alterations; otherwise, Landlord’s consent shall not be unreasonably withheld. Without limiting the foregoing, all Alterations shall also be subject to the provisions of Section 11.2 below. Notwithstanding the foregoing, Tenant shall be permitted to make Alterations that do not affect the structure of the Building or the Building Systems that in the aggregate do not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) without the prior written consent of Landlordeach instance; provided, however, that Tenant's installation, modification or removal of wiring, raised flooring, cages, equipment racks, cable trays and similar ordinary course equipment installation entirely within the Premises shall not be deemed to be Tenant Alterations requiring such Approval provided same can be removed without material damage to the Building (any of the foregoing constituting "Data Center Configuration Work"). L▇▇▇▇▇▇▇'s Approval of Tenant Alterations may be granted or denied in Landlord's sole discretion. Landlord shall in no event be required to Approve the installation outside the Premises by Tenant of any installations or equipment. SECTION 3.2 The following are the conditions (the "Data Center Configuration Work Approval Conditions") that must be satisfied before any Data Center Configuration Work may be performed, and as appropriate, during and upon completion of the performance of any Data Center Configuration Work: (a) Tenant shall provide furnish to Landlord copies duplicate original policies or certificates of worker's compensation insurance (covering all permits, plans persons to be employed by Tenant and other related documents by all contractors and subcontractors supplying materials or performing work in connection with such AlterationsData Center Configuration Work) and commercial general liability (including property damage coverage) insurance and during any construction or Alterations by Tenant or its contractors or employees Builder's Risk coverage (issued on a completed value basis) or an equivalent coverage reasonably satisfactory to Landlord, all in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, naming Landlord and, any Lessor and any Mortgagee as to which Tenant has received the name and address as additional insureds for such liability insurance. (b) Any Alteration to the Premises All Data Center Configuration Work shall be performed by T▇▇▇▇▇ (i) at Tenant’s 's sole cost and expense, (ii) in a good and workmanlike manner using new materials of first class quality, (iii) in compliance with all applicable Laws Legal Requirements and all requirements Rules and Regulations, (iv) subject to Landlord's inspection, if so requested by LandlordLandlord and (v) at hours reasonably Approved by Landlord and otherwise minimizing unreasonable disturbance to other tenants of the Building. (c) Landlord shall Approve, includingsuch approval not to be unreasonably withheld, without limitationconditioned or delayed, the requirements general contractors, construction managers, contractors and subcontractors proposed to be used by Tenant for Data Center Configuration Work (and if any such party employed by or on behalf of Tenant causes any insurer providing coverage for the Premises or labor disharmony anywhere in the Building or any part thereof, and in accordance with plans and specifications approved in writing by Landlord, and shall be constructed and installed by a contractor reasonably approved in writing by Landlord. As a further condition to giving consent, with respect to Alterations that could affect the structural components of the Building Systems or which in the aggregate exceed One Million Dollars ($1,000,000.00) in cost, then Landlord may require Tenant to provide immediately discontinue using such party) except that all mechanical and electrical work shall be performed by contractors who are designated by Landlord. (d) Upon completion of any Data Center Configuration Work, Tenant, at its expense, shall promptly deliver to Landlord an electronic copy of "as-built" plans and specifications for such Data Center Configuration Work, in the format designated by Landlord. (e) The indemnity of Landlord by Tenant set forth in Article 28 shall extend and apply fully as to any costs, damages, liability, etc., arising directly or indirectly from any Data Center Configuration Work performed by Tenant. SECTION 3.3 If, because of any act or omission of Tenant, its employees, agents, contractors, or subcontractors, any mechanic's lien, notice of commencement, notice of intention to lien, U.C.C. financing statement or other lien, encumbrance, notice, charge or order for the payment of money shall be filed against Landlord, or against all or any portion of the Premises or the Property (other than Tenant's Property which under Legal Requirements does not constitute a fixture), Tenant shall, at Tenant’s sole its own cost and expense, a payment and performance bond in form reasonably acceptable cause the same to Landlordbe discharged of record, in a principal amount not less than by bonding or otherwise, within thirty (30) days after the estimated costs of such Alterationsfiling thereof, to ensure Landlord against any liability for mechanics’ and materialmen’s liens and to ensure completion of work. Before Alterations may begin, valid building permits or other permits or licenses required must be furnished to Landlord, and, once the Alterations begin, Tenant will diligently and continuously pursue their completion. Landlord may monitor construction of the Alterations and Tenant shall reimburse indemnify, defend and save Landlord for its harmless against and from all costs, expenses, liabilities, suits, penalties, claims and demands (including reasonable costs (includingattorneys' fees and disbursements) resulting therefrom. SECTION 3.4 At Tenant's request, without limitation, the costs of any construction manager retained by Landlord) in reviewing plans and documents and in monitoring construction. Tenant shall maintain during the course of construction, at its sole cost and expense, builders’ risk insurance for the amount of the completed value of the Alterations on an all-risk non-reporting form covering all improvements under construction, including building materials, and other insurance in amounts and against such risks as Landlord shall reasonably require in connection with the Alterations. In addition review Tenant's initial proposed layout of Tenant's equipment racks to and without limitation on the generality of the foregoing, Tenant shall ensure that its contractor(s) procure and maintain in full force and effect during the course of construction a “broad form” commercial general liability and property damage policy of insurance naming Landlord, Tenant and Landlord’s lenders, if any, as additional insureds. The minimum limit of coverage of the aforesaid policy shall be installed in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of one person in Premises based on Tenant's proposed "hot-aisle/cold-aisle" layout and promptly provide any one accident or occurrence and in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of more than one person in any one accident or occurrence, and shall contain a severability of interest clause or a cross liability endorsement. Such insurance shall further insure Landlord and Tenant against liability for property damage of at least Three Million Dollars ($3,000,000.00). (c) Tenant agrees not to proceed to make any Alterations, notwithstanding consent from Landlord to do so, until Tenant notifies Landlord in writing of the date Tenant desires to commence construction or installation of such Alterations and comments that Landlord has approved to such date in writing, in order that Landlord may post appropriate notices to avoid any liability to contractors or material suppliers for payment for Tenant’s improvements. Tenant will at all times permit such notices to be posted and to remain posted until the completion of workproposed layout.

Alterations. (a) 8.1 Save as set out below the Tenant shall not before not, other than in relation to the Tenant’s Works: 8.1.1 alter or during interfere with any part of the Term Building and/or the Retained Property; 8.1.2 make any addition or suffer to be made any alterations, additions or improvements in or alteration to the Premises (herein collectively called “Alterations”) without first obtaining Landlord’s written approval thereof based on detailed plans and specifications submitted unless permitted by Tenant. Landlord’s approval may be withheld in Landlord’s sole and absolute discretion if this Clause; 8.1.3 alter or interfere with the operation of any Alterations could in Landlord’s judgment affect the structure Conduits and/or Facilities which serve any part of the Building or the electrical, mechanical, heating, ventilation or air conditioning, life safety or plumbing systems of the Building (collectively the “Building Systems”), be visible from outside the Premises, or require additional code compliance or similar work not included in the Alterations; otherwise, Landlord’s consent shall not be unreasonably withheld. Without limiting the foregoing, all Alterations shall also be subject to the provisions of Section 11.2 below. Notwithstanding the foregoing, Tenant shall be permitted to make Alterations that do not affect the structure of the Building or the Building Systems that in the aggregate do not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) Retained Property without the prior written consent of the Landlord in the Landlord’s absolute discretion. 8.2 The Tenant shall not other than in relation to the Tenant’s Works: 8.2.1 erect any new building or structure on the Premises; provided, however, that and/or 8.2.2 make structural alterations or additions to the Building; 8.2.3 make an Internal Alteration which is not permitted without the Landlord’s consent pursuant to Clause 8.3 without in each such case the Landlord’s prior written consent in the Landlord’s absolute discretion. 8.3 The Tenant may without the consent of the Landlord make an Internal Alteration without requiring the Landlord’s consent provided that: 8.3.1 the Tenant shall provide full details in writing to the Landlord copies of such internal non-structural alterations and/or non-structural demountable partitioning prior to commencing such work or internal demountable partitioning; and 8.3.2 it does not interfere with the operation of any Conduits and/or Facilities (if any) which serve any part of the Retained Property, and for the avoidance of doubt any partitioning installed by the Tenant shall be and remain a tenant’s fixture for all permits, plans and other related documents in connection with such Alterationspurposes of the Lease. (b) Any Alteration 8.4 The Landlord may before giving any consent under this Clause require: 8.4.1 the submission to the Premises shall be at Tenant’s sole cost Landlord of drawings and expense, in compliance with all applicable Laws and all requirements requested by Landlord, including, without limitation, specifications showing the requirements proposed alteration; and 8.4.2 the execution of such licence to carry out the proposed alteration as the Landlord may reasonably require. 8.5 For the avoidance of doubt the Tenant is not permitted to place any insurer providing coverage for the Premises or the Building or satellite dishes on any part thereofof the Building, and in accordance other than a maximum of seven satellite dishes each with plans and specifications approved in writing by Landlorda maximum diameter of 90 cm, and shall provided always that any such satellite dishes must be constructed and installed by a contractor reasonably approved in writing by Landlord. As a further condition to giving consent, with respect to Alterations that could affect located on the structural components fifth floor of the Building Systems or which in to be built as part of the aggregate exceed One Million Dollars ($1,000,000.00) in costTenant’s Works, and must not be visible from ground level, and provided always that the Landlord may require Tenant to provide Landlord, at Tenant’s sole cost and expense, a payment and performance bond in form reasonably acceptable to Landlord, in a principal amount not less than the estimated costs of such Alterations, to ensure Landlord against any liability for mechanics’ and materialmen’s liens and to ensure completion of work. Before Alterations may begin, valid building permits or other permits or licenses required must be furnished to Landlord, and, once the Alterations begin, Tenant will diligently and continuously pursue their completion. Landlord may monitor construction of the Alterations and Tenant shall reimburse Landlord for its if reasonable costs (including, without limitation, the costs of any construction manager retained by Landlord) in reviewing plans and documents and in monitoring construction. Tenant shall maintain during the course of construction, at its sole cost and expense, builders’ risk insurance for the amount of the completed value of the Alterations on an all-risk non-reporting form covering all improvements under construction, including building materials, and other insurance in amounts and against such risks as Landlord shall reasonably require in connection with the Alterations. In addition Retained Property (whether related to and without limitation development or any other matter) on giving the generality of the foregoing, Tenant shall ensure that its contractor(s) procure and maintain in full force and effect during the course of construction a “broad form” commercial general liability and property damage policy of insurance naming Landlord, Tenant and Landlord’s lenders, if any, as additional insureds. The minimum limit of coverage of the aforesaid policy shall be in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death 3 months’ notice require the removal of one person in all and any one accident or occurrence of such satellite dishes from the Building and in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of more than one person in any one accident or occurrence, and shall contain a severability of interest clause or a cross liability endorsement. Such insurance shall further insure Landlord and Tenant against liability for property damage of at least Three Million Dollars ($3,000,000.00). (c) Tenant agrees not to proceed to make any Alterations, notwithstanding consent from Landlord to do so, until Tenant notifies Landlord in writing relocation of the date Tenant desires same to commence construction or installation of such Alterations and Landlord has approved such date in writing, in order that Landlord may post appropriate notices to avoid any liability to contractors or material suppliers for payment for Tenant’s improvements. Tenant will at all times permit such notices to be posted and to remain posted until the completion of work.Block B.

Alterations. Without first obtaining the written consent of Landlord, Tenant shall not make or cause to be made to the Premises any addition, renovation, alteration, reconstruction or change (collectively, “Alterations”) (a) involving structural changes or additions, (b) affecting the exteriors of any building, or (c) cost more than $40,000 individually or, when added to all prior Alterations for the preceding 12 months, cost more than $100,000. If Landlord’s consent is required, then Tenant shall not before or during the Term make or suffer submit to be made any alterations, additions or improvements in or to the Premises (herein collectively called “Alterations”) without first obtaining Landlord’s written approval thereof based on Landlord detailed plans and specifications submitted by Tenant. Landlord’s approval may be withheld in Landlord’s sole and absolute discretion if any for all proposed Alterations could in Landlord’s judgment affect the structure of the Building or the electrical, mechanical, heating, ventilation or air conditioning, life safety or plumbing systems of the Building (collectively the “Building Systems”), be visible from outside the Premises, or require additional code compliance or similar work not included in the Alterations; otherwise, when requesting Landlord’s consent shall not be unreasonably withheldof such proposed Alterations. Without limiting the foregoing, all Alterations shall also be subject to the provisions of Section 11.2 below. Notwithstanding the foregoing, Tenant shall be permitted to make Alterations that do not affect the structure of the Building or the Building Systems that in the aggregate do not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) without the prior written consent of Landlord; provided, however, that Tenant shall provide Landlord copies of all permits, plans and other related documents in connection with such Alterations. (b) Any Alteration to the Premises shall be at Tenant’s sole cost and expense, in compliance comply with all applicable Laws and all requirements requested conditions which may be reasonably imposed by Landlord, includingincluding but not limited to Landlord’s reasonable approval of all contractors or construction techniques (but Landlord may not unreasonably impose such restrictions) and, without limitationif the estimated cost of the design and construction of the alterations exceeds $500,000, the requirements establishment of any insurer providing coverage security for the Premises or the Building or any part thereofpayment of such amounts, and Tenant shall reimburse Landlord for architectural, engineering, or other consulting costs which reasonably may be incurred by Landlord in accordance with plans and specifications approved in writing by Landlorddetermining whether to approve any such Alterations. Tenant shall, and shall be constructed and installed by a contractor reasonably approved in writing by Landlord. As a further condition to giving consent, with respect to Alterations that could affect the structural components of the Building Systems or which in the aggregate exceed One Million Dollars ($1,000,000.00) in cost, Landlord may require Tenant to provide Landlordbefore commencing any Alterations, at Tenant’s sole cost cost, (i) acquire (and expensedeliver to Landlord a copy of) a permit from appropriate governmental agencies to make such Alterations (any conditions of which permit Tenant shall comply with, a payment and performance bond in form reasonably acceptable to Landlordat Tenant’s sole cost, in a principal prompt and expeditious manner), (ii) if the cost of the Alteration exceeds $500,000, obtain and deliver to Landlord (unless this condition is waived in writing by Landlord) a lien and completion bond in an amount not less than equal to 125% of the estimated costs cost of such the proposed Alterations, to ensure insure Landlord against any liability for mechanics’ and materialmen’s liens and to ensure completion of the work, (iii) obtain (and deliver to Landlord proof of) reasonably adequate insurance, including workers compensation insurance, with respect to the individuals and entities installing or involved with such Alterations (which insurance Tenant shall maintain in force until completion of the Alterations). Before All Alterations may beginshall upon installation become the property of Landlord and shall remain on and be surrendered with the Premises on termination of this Lease, valid building permits except that Landlord may, at its election, require Tenant to remove any or other permits all of the Alterations, by so notifying Tenant; but Tenant shall only be obligated to remove or licenses restore Alterations made to the Premises by Tenant if either Landlord did not receive a request from Tenant for consent to the Alterations (and notifies Tenant prior to the expiration of this Lease that such removal will be required if Landlord was aware of the Alteration before such expiration date) or Landlord, at the time Landlord grants its consent therefor, states in writing that they must be furnished removed or restored upon expiration or earlier termination of this Lease. Tenant may, at its option, remove or restore any Alterations that Tenant is required or permitted to Landlord, and, once remove or restore at any time on or before the Alterations begin, Tenant will diligently and continuously pursue their completion. Landlord may monitor construction expiration or earlier termination of the Alterations and Tenant shall reimburse Landlord for its reasonable costs (including, without limitation, the costs of any construction manager retained by Landlord) in reviewing plans and documents and in monitoring constructionthis Lease. Tenant shall maintain during the course of construction, at its sole cost and expense, builders’ risk insurance for the amount notify Landlord of the completed value of the commencement date for all construction at least five (5) days prior to constructing any Alterations in order to allow Landlord an opportunity to post a notice on an all-risk non-reporting form covering all improvements under construction, including building materials, and other insurance in amounts and against such risks as Landlord shall reasonably require in connection with the Alterations. In addition to and without limitation on the generality of the foregoing, Tenant shall ensure that its contractor(s) procure and maintain in full force and effect during the course of construction a “broad form” commercial general liability and property damage policy of insurance naming Landlord, Tenant and Landlord’s lenders, if any, as additional insureds. The minimum limit of coverage of the aforesaid policy shall be in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of one person in any one accident or occurrence and in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of more than one person in any one accident or occurrence, and shall contain a severability of interest clause or a cross liability endorsement. Such insurance shall further insure Landlord and Tenant against liability for property damage of at least Three Million Dollars ($3,000,000.00)responsibility. (c) Tenant agrees not to proceed to make any Alterations, notwithstanding consent from Landlord to do so, until Tenant notifies Landlord in writing of the date Tenant desires to commence construction or installation of such Alterations and Landlord has approved such date in writing, in order that Landlord may post appropriate notices to avoid any liability to contractors or material suppliers for payment for Tenant’s improvements. Tenant will at all times permit such notices to be posted and to remain posted until the completion of work.

Alterations. (a) Tenant shall make no structural alterations, additions or improvements to the Premises without the express prior written consent of Landlord which consent shall not before be unreasonably withheld or during delayed, except that Tenant may alter any wall that is not of a load-bearing nature without the Term consent of Landlord. Tenant may make non-structural changes and modifications to the Premises without Landlord's approval. In the event Landlord has not responded to Tenant's written request for alterations within fifteen (15) days of when received, such alteration shall be deemed to have been approved by Landlord. Tenant agrees to save Landlord harmless on account of any claim or suffer to be made lien of mechanics, materialmen or other party, in connection with any alterations, additions or improvements in of or to the Premises (herein collectively called “Alterations”) without first obtaining Landlord’s written approval thereof based on detailed plans and specifications submitted performed by Tenant. Landlord’s approval Tenant shall furnish such waivers of liens and appropriate affidavits from the general contractor or subcontractors as Landlord may be withheld in Landlord’s sole and absolute discretion if any Alterations could in Landlord’s judgment affect the structure of the Building or the electrical, mechanical, heating, ventilation or air conditioning, life safety or plumbing systems of the Building (collectively the “Building Systems”), be visible from outside the Premises, or require additional code compliance or similar work not included in the Alterations; otherwise, Landlord’s consent shall not be unreasonably withheld. Without limiting the foregoing, all Alterations shall also be subject to the provisions of Section 11.2 belowreasonably request. Notwithstanding the foregoing, Tenant shall also be permitted entitled to make Alterations that do not affect the structure of the Building or the Building Systems that in the aggregate do not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) following changes without the prior written consent necessity of Landlord's consent: (i) any alterations required to be made by it pursuant to governmental orders, rules, laws, regulations, ordinances or requirements, and (ii) any changes in its signage (provided such are in compliance with local ordinances and any restrictive covenants affecting the Premises) or those recommended or required by the automobile manufacturer whose automobiles are sold on the Premises. Tenant shall have the right to finance any alterations or improvements permitted hereunder and may pledge its interest in this Lease as security therefor; provided, however, that Tenant shall provide Landlord copies of all permits, plans and other related documents any liens granted in connection with such Alterations. (b) Any Alteration financings shall be subordinate to the Premises shall be at Tenant’s sole cost and expense, in compliance with all applicable Laws and all requirements requested by Landlord, including, without limitation, the requirements rights of any insurer providing coverage for the Premises or the Building or any part thereof, and in accordance with plans and specifications approved in writing by Landlord, and shall be constructed and installed by a contractor reasonably approved in writing by Landlord. As a further condition to giving consent, with respect to Alterations that could affect the structural components of the Building Systems or which in the aggregate exceed One Million Dollars ($1,000,000.00) in cost, Landlord may require Tenant to provide Landlord, at Tenant’s sole cost and expense, a payment and performance bond in form reasonably acceptable to Landlord, in a principal amount not less than the estimated costs of such Alterations, to ensure Landlord against any liability for mechanics’ and materialmen’s liens and to ensure completion of work. Before Alterations may begin, valid building permits or other permits or licenses required must be furnished to Landlord, and, once the Alterations begin, Tenant will diligently and continuously pursue their completion. Landlord may monitor construction of the Alterations and Tenant shall reimburse Landlord for its reasonable costs (including, without limitation, the costs of any construction manager retained by Landlord) in reviewing plans and documents and in monitoring construction. Tenant shall maintain during the course of construction, at its sole cost and expense, builders’ risk insurance for the amount of the completed value of the Alterations on an all-risk non-reporting form covering all improvements under construction, including building materials, and other insurance in amounts and against such risks as Landlord shall reasonably require in connection with the Alterations. In addition to and without limitation on the generality of the foregoing, Tenant shall ensure that its contractor(s) procure and maintain in full force and effect during the course of construction a “broad form” commercial general liability and property damage policy of insurance naming Landlord, Tenant and Landlord’s lenders, if any, as additional insureds. The minimum limit of coverage of the aforesaid policy shall be in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of one person in any one accident or occurrence and in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of more than one person in any one accident or occurrence, and shall contain a severability of interest clause or a cross liability endorsement. Such insurance shall further insure Landlord and Tenant against liability for property damage of at least Three Million Dollars ($3,000,000.00)this Lease. (c) Tenant agrees not to proceed to make any Alterations, notwithstanding consent from Landlord to do so, until Tenant notifies Landlord in writing of the date Tenant desires to commence construction or installation of such Alterations and Landlord has approved such date in writing, in order that Landlord may post appropriate notices to avoid any liability to contractors or material suppliers for payment for Tenant’s improvements. Tenant will at all times permit such notices to be posted and to remain posted until the completion of work.

Alterations. (a) Tenant shall not before or during the Term may, from time to time, at its expense, make or suffer to be made any alterations, additions alterations or improvements in or and to the Premises (herein hereinafter collectively called referred to as “Alterations”) without first obtaining Landlord’s written approval thereof based on detailed plans and specifications submitted ; provided that this term shall not apply to the Tenant Improvements, which are governed by Tenant. Landlord’s approval may be withheld in Landlord’s sole and absolute discretion if any Alterations could in Landlord’s judgment affect the structure of the Building or the electrical, mechanical, heating, ventilation or air conditioning, life safety or plumbing systems of the Building (collectively the “Building Systems”other provisions), be visible from outside provided that Tenant first obtains the Premiseswritten consent of Landlord, or require additional code compliance or similar work not included in the Alterations; otherwise, Landlord’s consent which shall not be unreasonably withheld, delayed or conditioned. Without limiting All of the foregoingfollowing shall apply with respect to all Alterations: (a) the Alterations are non-structural and the structural integrity of the Premises shall not be affected; (b) the proper functioning of the mechanical, electrical, heating, ventilating, air-conditioning (“HVAC”), sanitary and other service systems of the Premises shall not be adversely affected; and (c) Tenant shall have appropriate insurance coverage, reasonably satisfactory to Landlord, regarding the performance and installation of the Alterations. Additionally, before proceeding with any Alterations, Tenant shall (i) at Tenant’s expense, obtain all necessary governmental permits and certificates for the commencement and prosecution of Alterations; (ii) if Landlord’s consent is required for the planned Alteration, submit to Landlord, for its written approval, working drawings, plans and specifications and all permits for the work to be done and Tenant shall not proceed with such Alterations until it has received Landlord’s approval (if required), , which shall also not be unreasonably withheld, delayed or conditioned, and which shall be given or declined within ten (10) business days. If Landlord declined to give its consent Landlord shall provide the reasons with reasonably specificity, and Tenant may resubmit a request for approval which addresses such reasons, which shall again but subject to the provisions above-referenced 10-day provision; and (iii) cause any contractors or others engaged to perform the Alterations to deliver to Landlord certificates of insurance (in a form reasonably acceptable to Landlord) evidencing policies of commercial general liability insurance (providing the same coverages as required in Section 11.2 below10 above) and workers’ compensation insurance. Notwithstanding Such insurance policies shall satisfy the foregoing, obligations imposed under Section 10. Tenant shall cause the Alterations to be permitted to make Alterations that do not affect the structure of the Building or the Building Systems that in the aggregate do not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) without the prior written consent of Landlord; provided, however, that Tenant shall provide Landlord copies of all permits, plans and other related documents in connection with such Alterations. (b) Any Alteration to the Premises shall be at Tenant’s sole cost and expense, performed in compliance with all applicable permits, Laws and all requirements requested of public authorities, and any other reasonably restrictions that Landlord may impose on the Alterations. Tenant shall cause the Alterations to be diligently performed in a good and workmanlike manner, using new materials and equipment at least equal in quality and class to the standards for the Premises established by Landlord. With respect to any and all Alterations for which Landlord’s consent is required, Tenant shall provide Landlord with “as built” plans, copies of all construction contracts, governmental permits and certificates and proof of payment for all labor and materials, including, without limitation, the requirements copies of paid invoices and final lien waivers. If Landlord’s consent to any insurer providing coverage for the Premises or the Building or any part thereofAlterations is required, and in accordance with plans and specifications approved in writing by Landlord, and shall be constructed and installed by a contractor reasonably approved in writing by Landlord. As a further condition to giving Landlord provides that consent, with respect to Alterations that could affect then at the structural components of the Building Systems or which in the aggregate exceed One Million Dollars ($1,000,000.00) in costtime Landlord so consents, Landlord may require shall also advise Tenant to provide Landlord, at Tenant’s sole cost and expense, a payment and performance bond in form reasonably acceptable to Landlord, in a principal amount whether or not less than the estimated costs of such Alterations, to ensure Landlord against any liability for mechanics’ and materialmen’s liens and to ensure completion of work. Before Alterations may begin, valid building permits or other permits or licenses required must be furnished to Landlord, and, once the Alterations begin, Tenant will diligently and continuously pursue their completion. Landlord may monitor construction of the Alterations and Tenant shall reimburse Landlord for its reasonable costs (including, without limitation, the costs of any construction manager retained by Landlord) in reviewing plans and documents and in monitoring construction. Tenant shall maintain during the course of construction, at its sole cost and expense, builders’ risk insurance for the amount of the completed value of the Alterations on an all-risk non-reporting form covering all improvements under construction, including building materials, and other insurance in amounts and against such risks as Landlord shall reasonably require in connection with the Alterations. In addition to and without limitation on the generality of the foregoing, that Tenant shall ensure that its contractor(s) procure and maintain in full force and effect during the course of construction a “broad form” commercial general liability and property damage policy of insurance naming Landlord, Tenant and Landlord’s lenders, if any, as additional insureds. The minimum limit of coverage of the aforesaid policy shall be in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of one person in any one accident or occurrence and in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of more than one person in any one accident or occurrence, and shall contain a severability of interest clause or a cross liability endorsement. Such insurance shall further insure Landlord and Tenant against liability for property damage of at least Three Million Dollars ($3,000,000.00). (c) Tenant agrees not to proceed to make any Alterations, notwithstanding consent from Landlord to do so, until Tenant notifies Landlord in writing of the date Tenant desires to commence construction or installation of remove such Alterations and Landlord has approved such date in writing, in order that Landlord may post appropriate notices to avoid any liability to contractors at the expiration or material suppliers for payment for Tenant’s improvements. Tenant will at all times permit such notices to be posted and to remain posted until the completion termination of workthis Lease.

Alterations. (a) Tenant shall not before or during the Term make or suffer to be made any no alterations, installations, changes or additions or improvements in or to the Premises or the Project (herein collectively called collectively, “Alterations”) without first obtaining Landlord’s 's prior written approval thereof based on detailed plans and specifications submitted by Tenant. Landlord’s approval consent; provided that such consent may be withheld in Landlord’s sole and absolute discretion if any Alterations could in Landlord’s judgment affect the structure of the Building or the electrical, mechanical, heating, ventilation or air conditioning, life safety or plumbing systems of the Building (collectively the “Building Systems”), be visible from outside the Premises, or require additional code compliance or similar work not included in the Alterations; otherwise, Landlord’s consent shall not be unreasonably withheld. Without limiting , conditioned or delayed if the foregoingAlterations are reasonably necessary for the Tenant’s business and are within the general scope of the Tenant Improvements; provided further, all Alterations shall also be subject to the provisions of Section 11.2 below. Notwithstanding the foregoinghowever, Tenant shall not be permitted required to make Alterations obtain Landlord’s consent for any cosmetic alterations, installations, changes or additions in or to the Premises that (a) do not affect impact the structure structural, mechanical, electrical, plumbing, fire/life safety or heating, ventilation and air conditioning systems of the Building or Project, (b) are not visible from the Building Systems that outside of the interior of the Premises, (c) do not exceed Fifty Thousand and No/100 Dollars ($50,000.00) in the aggregate in any one (1) Lease Year, and (d) do not exceed Two Hundred Fifty Thousand Dollars require a permit ($250,000.00) without the prior written consent of Landlord; provided, however, that Tenant shall provide “Minor Alterations”). Any Alterations approved by Landlord copies of all permits, plans and other related documents in connection with such Alterations. (b) Any Alteration to the Premises shall must be at Tenant’s sole cost and expense, in compliance with all applicable Laws and all requirements requested by Landlord, including, without limitation, the requirements of any insurer providing coverage for the Premises or the Building or any part thereof, and performed in accordance with the terms hereof, using only contractors or mechanics approved by Landlord in writing and upon the approval by Landlord in writing of fully detailed and dimensioned plans and specifications approved pertaining to the Alterations in writing by Landlord, and shall be constructed and installed by a contractor reasonably approved in writing by Landlord. As a further condition to giving consent, with respect to Alterations that could affect the structural components of the Building Systems or which in the aggregate exceed One Million Dollars ($1,000,000.00) in cost, Landlord may require Tenant to provide Landlord, at Tenant’s sole cost and expense, a payment and performance bond in form reasonably acceptable to Landlord, in a principal amount not less than the estimated costs of such Alterationsquestion, to ensure Landlord against any liability for mechanics’ be prepared and materialmen’s liens and to ensure completion of work. Before Alterations may begin, valid building permits or other permits or licenses required must be furnished to Landlord, and, once the Alterations begin, submitted by Tenant will diligently and continuously pursue their completion. Landlord may monitor construction of the Alterations and Tenant shall reimburse Landlord for its reasonable costs (including, without limitation, the costs of any construction manager retained by Landlord) in reviewing plans and documents and in monitoring construction. Tenant shall maintain during the course of construction, at its sole cost and expense. Tenant shall at its sole cost and expense obtain all necessary third-party approvals and permits pertaining to any Alterations approved by Landlord or any Minor Alterations. Tenant shall cause all Alterations and Minor Alterations to be performed in a good and workmanlike manner, builders’ risk insurance for the amount of the completed value of the Alterations on an all-risk non-reporting form covering in conformance with all improvements under constructionapplicable federal, including state, county and municipal laws, rules and regulations, pursuant to a valid building materialspermit, and in conformance with Landlord's construction rules and regulations. If Landlord, in approving any Alterations, specifies a commencement date therefor, Tenant shall not commence any work with respect to such Alterations prior to such date. Tenant hereby agrees to indemnify, defend, and hold Landlord free and harmless from all liens and claims of lien, and all other insurance in amounts liability, claims and against such risks as Landlord shall reasonably require demands arising out of any work done or material supplied to the Premises by or at the request of Tenant in connection with the any Alterations or any Minor Alterations. In addition to and without limitation on the generality of the foregoing, Tenant shall ensure that its contractor(s) procure and maintain in full force and effect during the course of construction a “broad form” commercial general liability and property damage policy of insurance naming Landlord, Tenant and Landlord’s lenders, if any, as additional insureds. The minimum limit of coverage of the aforesaid policy shall be in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of one person in any one accident or occurrence and in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of more than one person in any one accident or occurrence, and shall contain a severability of interest clause or a cross liability endorsement. Such insurance shall further insure Landlord and Tenant against liability for property damage of at least Three Million Dollars ($3,000,000.00). (c) Tenant agrees not to proceed to make any Alterations, notwithstanding consent from Landlord to do so, until Tenant notifies Landlord in writing of the date Tenant desires to commence construction or installation of such Alterations and Landlord has approved such date in writing, in order that Landlord may post appropriate notices to avoid any liability to contractors or material suppliers for payment for Tenant’s improvements. Tenant will at all times permit such notices to be posted and to remain posted until the completion of work.

Alterations. (a) Tenant shall not before demolish, replace or during alter the Term structural portions of the Building, or make any addition thereto or suffer expansion thereof, or materially alter the roof or exterior of the Building, without the Landlord’s prior written consent (such consent not to be made unreasonably withheld, conditioned or delayed (a “Material Alteration”). In the event of any Material Alteration or Work (as defined below) costing more than One Hundred Thousand and No/100 Dollars ($100,000.00) in a calendar year period, Tenant shall provide Landlord with advance written notice thereof and Landlord shall have twenty (20) days from receipt of such notice to deliver notice to Tenant (a “Removal Notice”) of its election to require Tenant to, at the expiration of the Lease Term, restore the Premises to the condition existing prior to such Work or Material Alteration. If Tenant desires to undertake any such alterations which require Landlord’s consent, it shall notify Landlord in writing of the proposed alterations, which notice shall include copies of the plans and specifications relating thereto and Landlord agrees to exercise commercially reasonable efforts to respond thereto within thirty (30) days after the date of the request. Landlord agrees to state with specificity any objections it has to the proposed plans and specifications. In all cases, Tenant shall comply with the following requirements with respect any alterations, additions modifications or improvements in or similar activities undertaken with respect to the Premises (herein collectively called “Alterations”) without first obtaining Landlord’s written approval thereof based on detailed plans and specifications submitted by Tenant. Landlord’s approval may be withheld in Landlord’s sole and absolute discretion if any Alterations could in Landlord’s judgment affect the structure of the Building or the electrical, mechanical, heating, ventilation or air conditioning, life safety or plumbing systems of the Building (collectively the “Building SystemsWork”), be visible from outside the Premises, or require additional code compliance or similar work not included in the Alterations; otherwise, Landlord’s consent shall not be unreasonably withheld. Without limiting the foregoing, all Alterations shall also be whether subject to the provisions of Section 11.2 below. Notwithstanding the foregoingforegoing consent requirement or not: (a) All Work, Tenant when completed, shall be permitted of such a character as not to make Alterations that do not affect materially reduce the structure value of the Building or the Building Systems that in the aggregate do not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) without the prior written consent Premises below its value immediately before construction of Landlord; provided, however, that Tenant shall provide Landlord copies of all permits, plans and other related documents in connection with such Alterations.Work was commenced; (b) Any Alteration to the Premises All Work shall be at Tenant’s sole cost undertaken with reasonable diligence (subject to Force Majeure, as hereinafter defined) and expense, in a good and workmanlike manner and in compliance with all applicable Laws permits and all requirements requested by Landlord, including, without limitation, authorizations and the requirements of any insurer providing coverage for the Premises or the Building or any part thereof, and in accordance with plans and specifications approved in writing by Landlord, and shall be constructed and installed by a contractor reasonably approved in writing by Landlord. As a further condition to giving consent, with respect to Alterations that could affect the structural components of the Building Systems or which in the aggregate exceed One Million Dollars ($1,000,000.00) in cost, Landlord may require Tenant to provide Landlord, at Tenant’s sole cost and expense, a payment and performance bond in form reasonably acceptable to Landlord, in a principal amount not less than the estimated costs of such Alterations, to ensure Landlord against any liability for mechanics’ and materialmen’s liens and to ensure completion of work. Before Alterations may begin, valid building permits or other permits or licenses required must be furnished to Landlord, and, once the Alterations begin, Tenant will diligently and continuously pursue their completion. Landlord may monitor construction of the Alterations and Tenant shall reimburse Landlord for its reasonable costs (including, without limitation, the costs of any construction manager retained by Landlord) in reviewing plans and documents and in monitoring construction. Tenant shall maintain during the course of construction, at its sole cost and expense, builders’ risk insurance for the amount of the completed value of the Alterations on an all-risk non-reporting form covering all improvements under construction, including building materials, and other insurance in amounts and against such risks as Landlord shall reasonably require in connection with the Alterations. In addition to and without limitation on the generality of the foregoing, Tenant shall ensure that its contractor(s) procure and maintain in full force and effect during the course of construction a “broad form” commercial general liability and property damage policy of insurance naming Landlord, Tenant and Landlord’s lenders, if any, as additional insureds. The minimum limit of coverage of the aforesaid policy shall be in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of one person in any one accident or occurrence and in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of more than one person in any one accident or occurrence, and shall contain a severability of interest clause or a cross liability endorsement. Such insurance shall further insure Landlord and Tenant against liability for property damage of at least Three Million Dollars ($3,000,000.00).Restrictions; (c) Tenant agrees not No Work shall impair the safety or structural integrity of the Building; (d) All Work shall be completed free of liens for work, services, labor and materials supplied or claimed to proceed have been supplied to make any Alterations, notwithstanding consent from Landlord to do so, the Premises (except as otherwise provided by law); (e) No Work shall be undertaken without obtaining the insurance required by Section 6.01 hereof; and (f) No Work shall be undertaken until Tenant notifies shall have procured and paid for, insofar as the same may be required from time to time, all permits and authorizations of all governmental authorities for such Work. Landlord shall join in writing the application for such permit or authorization and cooperate with Tenant and execute any additional documents as may be necessary to allow Tenant to complete the alterations and changes, provided it is made without cost, liability, obligation or expense to Landlord. At termination of this Lease, all Work that is a Material Alteration (other than Trade Fixtures and Personal Property) shall become the property of Landlord and shall remain upon and be surrendered with the Premises as a part thereof at the termination of this Lease. All of the date Tenant desires to commence construction or installation of such Alterations and Landlord has approved such date in writing, in order that Landlord Work may post appropriate notices to avoid any liability to contractors or material suppliers for payment for at Tenant’s improvements. option be removed by Tenant will at all times permit such notices (unless a Removal Notice was delivered to be posted and to remain posted until the completion of workTenant as provided above).

Alterations. (a) Tenant shall not before or during the Term make or suffer to be made any no alterations, installations, changes or additions or improvements in or to the Premises or the Project (herein collectively called “Alterations”collectively, "ALTERATIONS") without first obtaining Landlord’s 's prior written consent. Any Alterations approved by Landlord must be performed in accordance with the terms hereof, using only contractors or mechanics approved by Landlord in writing and upon the approval thereof based on by Landlord in writing of fully detailed and dimensioned plans and specifications pertaining to the Alterations in question, to be prepared and submitted by Tenant. Landlord’s approval may be withheld in Landlord’s sole and absolute discretion if any Alterations could in Landlord’s judgment affect the structure of the Building or the electrical, mechanical, heating, ventilation or air conditioning, life safety or plumbing systems of the Building (collectively the “Building Systems”), be visible from outside the Premises, or require additional code compliance or similar work not included in the Alterations; otherwise, Landlord’s consent shall not be unreasonably withheld. Without limiting the foregoing, all Alterations shall also be subject to the provisions of Section 11.2 below. Notwithstanding the foregoing, Tenant shall be permitted to make Alterations that do not affect the structure of the Building or the Building Systems that in the aggregate do not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) without the prior written consent of Landlord; provided, however, that Tenant shall provide Landlord copies of all permits, plans and other related documents in connection with such Alterations. (b) Any Alteration to the Premises shall be at Tenant’s sole cost and expense, in compliance with all applicable Laws and all requirements requested by Landlord, including, without limitation, the requirements of any insurer providing coverage for the Premises or the Building or any part thereof, and in accordance with plans and specifications approved in writing by Landlord, and shall be constructed and installed by a contractor reasonably approved in writing by Landlord. As a further condition to giving consent, with respect to Alterations that could affect the structural components of the Building Systems or which in the aggregate exceed One Million Dollars ($1,000,000.00) in cost, Landlord may require Tenant to provide Landlord, at Tenant’s sole cost and expense, a payment and performance bond in form reasonably acceptable to Landlord, in a principal amount not less than the estimated costs of such Alterations, to ensure Landlord against any liability for mechanics’ and materialmen’s liens and to ensure completion of work. Before Alterations may begin, valid building permits or other permits or licenses required must be furnished to Landlord, and, once the Alterations begin, Tenant will diligently and continuously pursue their completion. Landlord may monitor construction of the Alterations and Tenant shall reimburse Landlord for its reasonable costs (including, without limitation, the costs of any construction manager retained by Landlord) in reviewing plans and documents and in monitoring construction. Tenant shall maintain during the course of construction, at its sole cost and expense. Tenant shall at its sole cost and expense obtain all necessary approvals and permits pertaining to any Alterations. Tenant shall cause all Alterations to be performed in a good and workmanlike manner, builders’ risk insurance for in conformance with all applicable federal, state, county and municipal laws, rules and regulations, pursuant to a valid building permit, and in conformance with Landlord's construction rules and regulations. If Landlord, in approving any Alterations, specifies a commencement date therefor, Tenant shall not commence any work with respect to such Alterations prior to such date. Notwithstanding anything to the amount contrary contained herein, Tenant may make strictly cosmetic changes to the finish work in the Premises (the "COSMETIC ALTERATIONS") without Landlord's consent, provided that the aggregate cost of any such alterations does not exceed [***], and further provided that such alterations do not (i) require any structural or other substantial modifications to the Premises, (ii) require any changes to, nor adversely affect, the systems and equipment of the completed value Project, and (iii) affect the exterior appearance of the Alterations on an all-risk non-reporting form covering all improvements under constructionProject. Tenant shall give Landlord at least fifteen (15) days prior notice of such Cosmetic Alterations, including building materialswhich notice shall be accompanied by reasonably adequate evidence that such changes meet the criteria contained in this Article 9. Tenant hereby agrees to indemnify, defend, and hold Landlord free and harmless from all liens and claims of lien, and all other insurance in amounts liability, claims and against such risks as Landlord shall reasonably require demands arising out of any work done or material supplied to the Premises by or at the request of Tenant in connection with the Alterations. In addition to and without limitation on the generality of the foregoing, Tenant shall ensure that its contractor(s) procure and maintain in full force and effect during the course of construction a “broad form” commercial general liability and property damage policy of insurance naming Landlord, Tenant and Landlord’s lenders, if any, as additional insureds. The minimum limit of coverage of the aforesaid policy shall be in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of one person in any one accident or occurrence and in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of more than one person in any one accident or occurrence, and shall contain a severability of interest clause or a cross liability endorsement. Such insurance shall further insure Landlord and Tenant against liability for property damage of at least Three Million Dollars ($3,000,000.00). (c) Tenant agrees not to proceed to make any Alterations, notwithstanding consent from Landlord to do so, until Tenant notifies Landlord in writing of the date Tenant desires to commence construction or installation of such Alterations and Landlord has approved such date in writing, in order that Landlord may post appropriate notices to avoid any liability to contractors or material suppliers for payment for Tenant’s improvements. Tenant will at all times permit such notices to be posted and to remain posted until the completion of work.

Alterations. (a) Tenant shall not before or during the Term make or suffer to be made any alterations, additions or improvements in or to the Premises or other portions of the Property after the Commencement Date which are not part of the initial Tenant’s Work provided for herein (herein collectively called referred to as “Alterations”) without first obtaining Landlordthe written consent of Landlord in each instance, which consent shall not be unreasonably withheld or delayed. If Landlord does not respond to Tenant’s written approval thereof based on detailed plans and specifications submitted by Tenantrequest for consent within ten (10) business days, Landlord shall be deemed to have granted its consent. Landlord’s approval may be withheld in Landlord’s sole and absolute discretion if any Alterations could in Landlord’s judgment affect the structure of the Building or the electrical, mechanical, heating, ventilation or air conditioning, life safety or plumbing systems of the Building (collectively the “Building Systems”), be visible from outside the Premises, or require additional code compliance or similar work not included in the Alterations; otherwiseHowever, Landlord’s consent shall not be unreasonably withheldrequired for any Alteration that satisfies all of the following criteria (a “Cosmetic Alteration”): (1) is of a cosmetic nature such as painting, wallpapering, hanging pictures and Installing carpeting; (2) is not visible from the exterior of the Premises or Property; (3) will not affect the systems or structure of the Property; and (4) does not require work to be performed inside the walls or above the ceiling of the Premises (other than installation of telephone, computer, data transmission, internet and other telecommunications cables and wires). Without limiting However, even though consent is not required, the foregoing, all performance of Cosmetic Alterations shall also be subject to all the other provisions of this Section 11.2 below9.3. Notwithstanding the foregoingPrior to starting work, Tenant shall be permitted to make Alterations that do not affect the structure of the Building or the Building Systems that in the aggregate do not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) without the prior written consent of Landlord; provided, however, that Tenant shall provide furnish Landlord copies of all permits, plans and other related documents in connection with such Alterations. (b) Any Alteration to the Premises shall be at Tenant’s sole cost and expense, in compliance with all applicable Laws and all requirements requested by Landlord, including, without limitation, the requirements of any insurer providing coverage for the Premises or the Building or any part thereof, and in accordance with plans and specifications approved in writing by Landlord, and shall be constructed and installed by a contractor reasonably approved in writing by Landlord. As a further condition to giving consent, with respect to Alterations that could affect the structural components of the Building Systems or which in the aggregate exceed One Million Dollars ($1,000,000.00) in cost, Landlord may require Tenant to provide Landlord, at Tenant’s sole cost and expense, a payment and performance bond in form reasonably acceptable to Landlord: names of contractors reasonably acceptable to Landlord (provided that Landlord may designate specific contractors with respect to Property systems); necessary permits and approvals; and evidence of contractor’s and subcontractor’s insurance in amounts reasonably required by Landlord. Material changes to the plans and specifications must also be submitted to Landlord for its approval, which approval shall not be unreasonably withheld or delayed. Alterations shall be constructed in a principal amount not less than good and workmanlike manner using materials of a quality that is at least equal to the estimated costs of such Alterations, to ensure quality designated by Landlord against any liability as the minimum standard for mechanics’ and materialmen’s liens and to ensure completion of work. Before Alterations may begin, valid building permits or other permits or licenses required must be furnished to Landlord, and, once the Alterations begin, Tenant will diligently and continuously pursue their completionPremises. Landlord may monitor construction designate reasonable rules, regulations and procedures for the performance of work, in the Premises and, to the extent reasonably necessary to avoid disruption to the occupants of the Building, shall have the right to designate the time when Alterations and may be performed. Tenant shall reimburse Landlord within thirty (30) days after receipt of an invoice for its reasonable costs sums paid by Landlord for third party examination of Tenant’s plans for non-Cosmetic Alterations, provided that no such reimbursement shall be due with respect to Tenant’s initial Alterations in the Premises. Upon completion, Tenant shall furnish “as-built” plans (includingexcept for Cosmetic Alterations), without limitationcompletion affidavits, the costs full and final waivers of any construction manager retained by Landlord) in reviewing plans lien and documents receipted bills covering all labor and in monitoring constructionmaterials. Tenant shall maintain during the course of construction, at its sole cost and expense, builders’ risk insurance for the amount of the completed value of assure that the Alterations on an all-risk non-reporting form covering comply with all improvements under construction, including building materials, insurance requirements and other insurance in amounts and against such risks as Landlord shall reasonably require in connection with the AlterationsLaws. In addition to and without limitation on the generality of the foregoing, Tenant shall ensure that its contractor(s) procure and maintain in full force and effect during the course of construction a “broad form” commercial general liability and property damage policy of insurance naming Landlord, Tenant and Landlord’s lenders, if any, as additional insureds. The minimum limit approval of coverage of an Alteration shall not be a representation by Landlord that the aforesaid policy shall Alteration complies with applicable Laws or will be in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of one person in any one accident or occurrence and in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of more than one person in any one accident or occurrence, and shall contain a severability of interest clause or a cross liability endorsement. Such insurance shall further insure Landlord and Tenant against liability for property damage of at least Three Million Dollars ($3,000,000.00). (c) Tenant agrees not to proceed to make any Alterations, notwithstanding consent from Landlord to do so, until Tenant notifies Landlord in writing of the date Tenant desires to commence construction or installation of such Alterations and Landlord has approved such date in writing, in order that Landlord may post appropriate notices to avoid any liability to contractors or material suppliers for payment adequate for Tenant’s improvementsuse. Tenant will at all times permit such notices to be posted and to remain posted until the completion of work.CONOCO ▇▇▇▇▇▇▇▇, 1144 EASTLAKE LEASE PAGE 7 SEPTEMBER 12, 2003

Alterations. (a) Tenant shall will not before or during the Term make or suffer to be made any alterations, additions or improvements in or to excess of $5,000.00 excluding the Premises initial Tenant Improvements (herein collectively called “Alterations”) to or upon the Premises, the Building, or any part thereof, or attach any fixtures or equipment thereto, without first obtaining Landlord’s written approval. Tenant will provide Landlord with three detailed drawings of Tenants desired Alterations for approval thereof based on detailed plans and specifications submitted by Tenant. Landlord’s approval may be withheld in Landlord’s sole and absolute discretion if prior to any Alterations could in Landlord’s judgment affect the structure being started. When approved, Landlord will return one copy of the Building drawings to Tenant with Landlords signature of approval. Any Alterations to or the electrical, mechanical, heating, ventilation or air conditioning, life safety or plumbing systems of the Building (collectively the “Building Systems”), be visible from outside the Premises, or require additional code compliance or similar work not included in the Alterations; otherwise, Landlord’s consent shall not be unreasonably withheld. Without limiting the foregoing, all Alterations shall also be subject to the provisions of Section 11.2 below. Notwithstanding the foregoing, Tenant shall be permitted to make Alterations that do not affect the structure of the Building or the Building Systems that in the aggregate do not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) without the prior written consent of Landlord; provided, however, that Tenant shall provide Landlord copies of all permits, plans and other related documents in connection with such Alterations. (b) Any Alteration to upon the Premises shall be at made by Tenant’s sole cost and expense, in compliance with all applicable Laws and all requirements requested by Landlord, including, without limitation, the requirements of any insurer providing coverage for the Premises or the Building or any part thereof, and in accordance with plans and specifications approved in writing by Landlord, and shall be constructed and installed by a contractor reasonably approved in writing by Landlord. As a further condition to giving consent, with respect to Alterations that could affect the structural components of the Building Systems or which in the aggregate exceed One Million Dollars ($1,000,000.00) in cost, Landlord may require Tenant to provide Landlord, at Tenant’s sole cost and expense, a payment provided that any architect and performance bond in form reasonably acceptable or contractor selected by Tenant to make the same shall be subject to Landlord’s reasonable prior written approval. All Alterations which are permanent in character, including wiring for phone, computer, cabling, or other networks, made in or upon the Premises either by Tenant or Landlord, may at the option of Landlord, become Landlord’s property and, at the end of the term or any extension hereof, shall remain on the Premises without compensation to Tenant, unless Landlord request that Tenant remove any such Alterations. Notwithstanding the above, Tenant’s work stations, trade fixtures, furniture, equipment, telecommunications, data and network equipment and switches and other items of personal property brought onto the Premises shall not constitute Alterations hereunder and shall remain Tenant’s property upon the expiration or earlier termination of this Lease. (b) All Alterations shall, when completed, be of such a character as not to lessen the value of the Premises or such improvements as may be located thereon. Any Alterations shall be made promptly and in a principal amount not less than the estimated costs good workmanlike manner, and in compliance with all applicable permits, building and zoning laws, and with all other laws, ordinances, orders, rules, regulations and requirements of such Alterationsall applicable federal, to ensure Landlord against any liability for mechanics’ state and materialmen’s liens municipal governments, departments, commissions, boards and to ensure completion of workoffices. Before Alterations may begin, valid building permits or other permits or licenses required must be furnished to Landlord, and, once the Alterations begin, Tenant will diligently and continuously pursue their completion. Landlord may monitor construction of the Alterations and Tenant shall reimburse Landlord for its reasonable costs (including, without limitation, the The costs of any construction manager retained such Alterations shall be paid by Landlord) in reviewing plans Tenant, such that the Premises be free of liens, for services performed, labor and documents and in monitoring constructionmaterial supplied or claimed to have been supplied. Before any Alterations shall be commenced, Tenant shall maintain during pay any increase in premiums on insurance policies (provided for herein) or ensure adequate coverage is in place for all risks related to the course construction of construction, at its sole cost such. Alterations and expense, builders’ risk insurance for the amount of the completed increased value of the Alterations on an all-risk non-reporting form covering all improvements under construction, including building materials, and other insurance in amounts and against such risks as Landlord shall reasonably require in connection with the Alterations. In addition to and without limitation on the generality of the foregoing, Tenant shall ensure that its contractor(s) procure and maintain in full force and effect during the course of construction a “broad form” commercial general liability and property damage policy of insurance naming Landlord, Tenant and Landlord’s lenders, if any, as additional insureds. The minimum limit of coverage of the aforesaid policy shall be in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of one person in any one accident or occurrence and in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of more than one person in any one accident or occurrence, and shall contain a severability of interest clause or a cross liability endorsement. Such insurance shall further insure Landlord and Tenant against liability for property damage of at least Three Million Dollars ($3,000,000.00)Premises. (c) Tenant agrees not to proceed to make any Alterations, notwithstanding consent from Landlord to do so, until Tenant notifies Landlord in writing of the date Tenant desires to commence construction or installation of such Alterations and Landlord has approved such date in writing, in order that Landlord may post appropriate notices to avoid any liability to contractors or material suppliers for payment for Tenant’s improvements. Tenant will at all times permit such notices to be posted and to remain posted until the completion of work.

Alterations. (a) Other than the Tenant Improvements, Tenant shall not before make no further alterations, additions or during improvements (sometimes referred to in this Paragraph collectively as “Alterations”) to the Term make or suffer Premises without Landlord’s prior written consent as provided herein and without a valid building permit issued by the appropriate governmental agency. Tenant shall submit to Landlord, for Landlord’s written approval, a written description of the Alterations that Tenant proposes to perform, all applications for permits for such Alterations, detailed plans and specifications for Alterations constituting Major Alterations, and such other information regarding the intended Alterations as Landlord may reasonably require, and no request for Landlord’s consent to Alterations shall be made deemed complete until such information is delivered. To the extent that any alterations, additions or improvements in or to the Premises constitute “Major Alterations” (herein collectively called “Alterations”) without first obtaining Landlord’s written approval thereof based on detailed plans and specifications submitted by Tenant. Landlord’s approval as defined below), Landlord may be withheld withhold its consent in Landlord’s sole and absolute discretion if any Alterations could in Landlord’s judgment affect the structure of the Building or the electrical, mechanical, heating, ventilation or air conditioning, life safety or plumbing systems of the Building (collectively the “Building Systems”), be visible from outside the Premises, or require additional code compliance or similar work not included in the Alterationsdiscretion; otherwise, Landlord’s consent to any alterations, additions or improvements to the Premises other than Major Alterations shall not be unreasonably withheld, conditioned or delayed. Without limiting As used herein, “Major Alterations” shall mean any alterations, additions or improvements (i) which are visible from outside the foregoingPremises and/or Building (including design and aesthetic changes), all Alterations shall also be subject and/or (ii) to the provisions exterior of Section 11.2 belowthe Building, the roof of the Building, the heating, ventilation and/or air conditioning systems serving the Premises, the fire sprinkler, plumbing, electrical, mechanical and/or any other systems serving the Premises, any interior, load-bearing walls, the foundation and/or the slab of the Building. Notwithstanding the foregoing, Tenant shall be permitted notify Landlord in writing at least fifteen (15) days prior to make Alterations that do not affect commencement of any work to enable Landlord to post a Notice of Non-Responsibility or other notice deemed proper before the structure commencement of the Building work. Any and all such alterations, additions or the Building Systems that in the aggregate do not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) without the prior written consent of Landlord; provided, however, that Tenant improvements shall provide Landlord copies of all permits, plans and other related documents in connection with such Alterations. (b) Any Alteration to the Premises shall be at Tenant’s sole cost and expense, in compliance comply with all applicable Applicable Laws and all requirements requested by Landlord, including, without limitation, the requirements of obtaining any insurer providing coverage for the Premises required permits or the Building or other governmental approvals. In addition, all Alterations shall be performed only by licensed contractors and subcontractors and shall be performed in strict compliance with all permits, any part thereof, and in accordance with plans and specifications approved in writing by Landlord, and all conditions to Landlord’s approval. Tenant shall be constructed cause its contractors and installed by a contractor reasonably approved in writing by Landlord. As a further condition subcontractors to giving consent, with respect to Alterations that could affect the structural components of the Building Systems or which in the aggregate exceed One Million Dollars ($1,000,000.00) in cost, Landlord may require Tenant to provide Landlord, at Tenant’s sole cost and expense, a payment and performance bond in form maintain insurance reasonably acceptable to Landlord. Upon termination of this Lease, in a principal amount not less than the estimated costs of such Alterationsany alterations, to ensure Landlord against any liability for mechanics’ additions and materialmen’s liens improvements (including without limitation all electrical, lighting, plumbing, heating and to ensure completion of work. Before Alterations may beginair-conditioning equipment, valid building permits or other permits or licenses required must be furnished to Landlorddoors, andwindows, partitions, drapery, carpeting, shelving, counters, and physically attached fixtures) made by Tenant shall at once the Alterations begin, Tenant will diligently and continuously pursue their completion. Landlord may monitor construction become part of the Alterations realty and Tenant shall reimburse belong to Landlord for its reasonable costs (includingunless the terms of the applicable consent provide otherwise, without limitationor unless at the time of the applicable consent Landlord requests that part or all of the additions, the costs of any construction manager retained by Landlord) in reviewing plans and documents and in monitoring constructionalterations or improvements be removed. Tenant shall maintain during the course of constructionIn such case, Tenant, at its sole cost and expense, builders’ risk insurance for shall promptly remove the amount specified additions, alterations or improvements and shall fully repair and restore the relevant portion(s) of the completed value of Premises to the condition in which Tenant is otherwise required to surrender the Premises under Paragraph 17.1. Notwithstanding the foregoing or anything in this Lease to the contrary, with respect to the Tenant Improvements and subsequent Alterations on an all-risk non-reporting form covering all improvements under construction, including building materials, and other insurance in amounts and against such risks as Landlord shall reasonably require in connection with the Alterations. In addition to and without limitation on the generality of the foregoing(unless Landlord’s applicable consent provides otherwise), Tenant shall ensure only be required to remove alterations, additions and improvements that its contractor(s) procure are not consistent with general office use (including, without limitation, laboratory related alterations, additions and maintain in full force improvements and effect during restore the course of construction a “broad form” commercial general liability and property damage policy of insurance naming Landlord, Tenant and Landlord’s lenders, if any, as additional insureds. The minimum limit of coverage applicable portions of the aforesaid policy shall be in the amount Premises to their original condition upon termination of not less than Three Million Dollars ($3,000,000.00) for injury or death of one person in any one accident or occurrence and in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of more than one person in any one accident or occurrence, and shall contain a severability of interest clause or a cross liability endorsement. Such insurance shall further insure Landlord and Tenant against liability for property damage of at least Three Million Dollars ($3,000,000.00)this Lease. (c) Tenant agrees not to proceed to make any Alterations, notwithstanding consent from Landlord to do so, until Tenant notifies Landlord in writing of the date Tenant desires to commence construction or installation of such Alterations and Landlord has approved such date in writing, in order that Landlord may post appropriate notices to avoid any liability to contractors or material suppliers for payment for Tenant’s improvements. Tenant will at all times permit such notices to be posted and to remain posted until the completion of work.

Alterations. (a1) Prior to making any Alterations, Tenant shall (i) submit to Landlord detailed plans and specifications for approval by the Landlord (including layout, architectural, electrical, mechanical and structural drawings) and that comply with all Requirements for each proposed Alteration, and Tenant shall not before or during the Term make or suffer to be made commence any alterations, additions or improvements in or to the Premises (herein collectively called “Alterations”) such Alteration without first obtaining Landlord’s written 's approval of such plans and specifications, (ii) at Tenant's expense, obtain all permits, approvals and certificates required by any Governmental Authorities, and (iii) furnish to Landlord duplicate original policies or certificates thereof based on detailed for worker's compensation insurance (covering all persons to be employed by Tenant, and Tenant's contractors and subcontractors, in connection with such Alteration) and commercial general liability insurance (including premises operation, bodily injury, personal injury, death, independent contractors, products and completed operations, broad form contractual liability and broad form property damage coverages) in such form, with such companies, for such periods and in such amounts as Landlord may reasonably approve, naming Landlord and its agents and any Mortgagee, as additional insureds. Upon completion of such Alteration, Tenant, at Tenant's expense, shall obtain certificates of final approval of such Alterations required by any Governmental Authority and shall furnish Landlord with copies thereof, together with the "as-built" plans and specifications submitted for such Alterations. All Alterations shall be made and performed in accordance with the plans and specifications therefor as approved by TenantLandlord and otherwise in accordance with all Requirements. Landlord’s approval may All materials and equipment to be withheld incorporated in Landlord’s sole and absolute discretion if the Premises as a result of any Alterations could in Landlord’s judgment affect the structure of the Building shall be first quality and no such materials or the electrical, mechanical, heating, ventilation or air conditioning, life safety or plumbing systems of the Building (collectively the “Building Systems”), be visible from outside the Premises, or require additional code compliance or similar work not included in the Alterations; otherwise, Landlord’s consent equipment shall not be unreasonably withheld. Without limiting the foregoing, all Alterations shall also be subject to any lien, encumbrance, chattel mortgage, title retention or security agreement. (2) Landlord reserves the provisions right to disapprove any plans and specifications, in whole or in part, to reserve approval of Section 11.2 belowitems shown thereon pending its review and approval of other plans and specifications, and to condition its approval upon Tenant making revisions to the plans and specifications or supplying additional information. Tenant agrees that any review or approval by Landlord of any plans and/or specifications with respect to any Alteration is solely for Landlord's benefit, and without any representation or warranty whatsoever to Tenant or any other Person with respect to the adequacy, correctness or sufficiency thereof or with respect to Requirements or otherwise. (B) All Alterations shall become a part of the Premises and shall be Landlord's property from and after the installation thereof and may not be removed or changed without Landlord's prior written consent. Notwithstanding the foregoing, Tenant shall be permitted Landlord, upon notice given at least thirty (30) days prior to make Alterations that do not affect the structure Expiration Date or upon such shorter notice as is reasonable under the circumstances upon the earlier expiration of the Building Term, may require Tenant to remove any specified Alterations and to repair and restore in a good and workmanlike manner any damage to the Premises caused by such removal all at Tenant's sole cost and expense. All Tenant's Property shall remain the property of Tenant and, on or before the Building Systems that in Expiration Date or earlier end of the aggregate do not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) without Term, may be removed from the prior written consent of LandlordPremises by Tenant at Tenant's sole cost and expense; provided, however, that Tenant shall provide Landlord copies repair and restore in a good and workmanlike manner any damage to the Premises caused by such removal. The provisions of all permits, plans and other related documents in connection with such Alterationsthis Section 6.1(B) shall survive the expiration or earlier termination of this Lease. (b1) Any Alteration to the Premises and all Alterations shall be performed, at Tenant’s 's sole cost and expense, in compliance with all applicable Laws and all requirements requested by Landlordcontractors, including, without limitation, the requirements of any insurer providing coverage for the Premises subcontractors or the Building or any part thereof, and in accordance with plans and specifications approved in writing by Landlord, and shall be constructed and installed by a contractor reasonably mechanics previously approved in writing by Landlord. As Prior to making an Alteration, at Tenant's request, Landlord shall furnish Tenant with a further condition list of contractors who may perform Alterations to giving consentthe Premises on behalf of Tenant. (2) Notwithstanding the terms and conditions of Section 6.1(C)(1) hereof, with respect to Alterations that could affect any Alteration affecting any Building Systems, (i) Tenant shall only employ Landlord's designated contractor, and (ii) the structural components Alteration shall, at Tenant's expense, be designed by Landlord's engineer. (1) Any mechanic's lien filed against the Premises for work claimed to have been done for, or materials claimed to have been furnished to, Tenant shall be canceled or discharged by Tenant, at Tenant's expense, within twenty (20) days after such lien shall be filed, by payment or filing of the Building Systems bond required by law, and Tenant shall indemnify and hold Landlord harmless from and against any and all costs, expenses, claims, losses or which damages resulting therefrom by reason thereof. (2) If Tenant shall fail to discharge such mechanic's lien within the aforesaid period, then, in the aggregate exceed One Million Dollars ($1,000,000.00) in costaddition to any other right or remedy of Landlord, Landlord may require may, but shall not be obligated to, discharge the same either by paying the amount claimed to be due or by procuring the discharge of such lien by deposit in court or bonding, and in any such event, Landlord shall be entitled, if Landlord so elects, to compel the prosecution of an action for the foreclosure of such mechanics lien by the lienor and to pay the amount of the judgment, if any, in favor of the lienor, with interest, costs and allowances. (3) Any amount paid by Landlord for any of the aforesaid charges and for all expenses of Landlord (including, but not limited to, attorneys' fees and disbursements) incurred in defending any such action, discharging said lien or in procuring the discharge of said lien, with interest on all such amounts at the maximum legal rate of interest then chargeable to Tenant to provide from the date of payment, shall be repaid by Tenant within ten (10) days after written demand therefor, and all amounts so repayable, together with such interest, shall be considered Additional Rent. SECTION 6.2. Landlord, at Tenant’s sole cost and 's expense, a payment and performance bond upon the request of Tenant, shall join in form reasonably acceptable any applications for any permits, approvals or certificates required to Landlordbe obtained by Tenant in connection with any permitted Alteration (provided that the provisions of the applicable Requirements shall require that Landlord join in such application) and shall otherwise cooperate with Tenant in connection therewith; provided, however, that Landlord shall not be obligated to incur any cost or expense or liability in a principal amount not less than connection therewith. SECTION 6.3. Tenant shall furnish to Landlord copies of records of all Alterations and of the estimated costs cost thereof within fifteen (15) days after the completion of such Alterations, to ensure Landlord against any liability for mechanics’ and materialmen’s liens and to ensure completion of work. Before Alterations may begin, valid building permits or other permits or licenses required must be furnished to Landlord, and, once the Alterations begin, Tenant will diligently and continuously pursue their completion. Landlord may monitor construction of the Alterations and Tenant shall reimburse Landlord for its reasonable costs (including, without limitation, the costs of any construction manager retained by Landlord) in reviewing plans and documents and in monitoring construction. SECTION 6.4. Tenant shall maintain not, at any time prior to or during the course of constructionTerm, at its sole cost and expensedirectly or indirectly, builders’ risk insurance for employ, or permit the amount of employment of, any contractor, mechanic or laborer in the completed value of the Alterations on an all-risk non-reporting form covering all improvements under constructionPremises, including building materials, and other insurance in amounts and against such risks as Landlord shall reasonably require whether in connection with any Alteration or otherwise, if such employment would interfere or cause any conflict with other contractors, mechanics or laborers engaged in the Alterations. In addition to and without limitation on the generality construction, maintenance or operation of the foregoing, Tenant shall ensure that its contractor(s) procure and maintain in full force and effect during the course of construction a “broad form” commercial general liability and property damage policy of insurance naming Premises by Landlord, Tenant and or others, or of any other property owned by Landlord’s lenders. In the event of any such interference or conflict, if anyTenant, as additional insureds. The minimum limit upon demand of coverage of Landlord, shall cause all contractors, mechanics or laborers causing such interference or conflict to leave the aforesaid policy shall be in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of one person in any one accident or occurrence and in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of more than one person in any one accident or occurrence, and shall contain a severability of interest clause or a cross liability endorsement. Such insurance shall further insure Landlord and Tenant against liability for property damage of at least Three Million Dollars ($3,000,000.00)Premises immediately. (c) Tenant agrees not to proceed to make any Alterations, notwithstanding consent from Landlord to do so, until Tenant notifies Landlord in writing of the date Tenant desires to commence construction or installation of such Alterations and Landlord has approved such date in writing, in order that Landlord may post appropriate notices to avoid any liability to contractors or material suppliers for payment for Tenant’s improvements. Tenant will at all times permit such notices to be posted and to remain posted until the completion of work.

Alterations. (a) Except as otherwise set out in Section 5.1(f), Tenant shall not before or during the Term make or suffer permit to be made any alterationsAlterations without Landlord's prior written consent. Reference is made to Exhibit "G" hereto, additions or improvements in or which contains the Tenant Design and Construction Standards applicable to the Premises Building, which is incorporated by reference in this Lease. Landlord reserves the right to make reasonable changes and additions thereto. (herein collectively called “1) Prior to making any such Alterations”, Tenant shall (i) submit to Landlord two (2) sets of detailed plans and specifications (including layout, architectural, electrical, mechanical and structural drawings) that comply with all Requirements for each proposed Alteration, and Tenant shall not commence any such Alteration without first obtaining Landlord’s written 's approval thereof based on detailed of such plans and specifications submitted by Tenant. Landlord’s specifications, which approval may be withheld in Landlord’s sole and absolute discretion if any Alterations could in Landlord’s judgment affect the structure of the Building or the electrical, mechanical, heating, ventilation or air conditioning, life safety or plumbing systems of the Building (collectively the “Building Systems”), be visible from outside the Premises, or require additional code compliance or similar work not included in the Alterations; otherwise, Landlord’s consent shall not be unreasonably withheldwithheld or delayed, (ii) at Tenant's expense, obtain all permits, approvals and certificates required by any Governmental Authorities, and (iii) furnish to Landlord duplicate original policies or certificates thereof of worker's compensation insurance (covering all persons to be employed by Tenant, and Tenant's contractors and subcontractors, in connection with such Alteration) and commercial general liability insurance (including premises operation, bodily injury, personal injury, death, independent contractors, products and completed operations, broad form contractual liability and broad form property damage coverages) in such form, with such companies, for such periods and in such amounts as Landlord may reasonably approve, naming Landlord and its agents, any Lessor and any Mortgagee, as additional insureds. Without limiting Upon completion of such Alteration, Tenant, at Tenant's expense, shall obtain certificates of final approval of such Alterations required by any Governmental Authority and shall furnish Landlord with copies thereof, together with the foregoing"as built" plans and specifications for such Alterations. All Alterations shall be made and performed in accordance with the plans and specifications therefor as approved by Landlord, all Requirements, Restrictive Covenants, and the Rules and Regulations. All materials and equipment to be incorporated in the Premises as a result of any Alterations shall also be first quality and no such materials or equipment shall be subject to any lien, encumbrance, chattel mortgage, title retention or security agreement. In addition, any such Alteration for which the provisions cost of Section 11.2 belowlabor and materials (as estimated by Landlord's architect, engineer or contractor) is in excess of Seventy-Five Thousand Dollars ($75,000.00), either individually or in the aggregate with any other Alteration constructed in any twelve (12) month period, shall be performed only under the supervision of a licensed architect satisfactory to Landlord. (2) Landlord reserves the right to disapprove any plans and specifications in whole or in part, to reserve approval of items shown thereon pending its review and approval of other plans and specifications, and to condition its approval upon Tenant making revisions to the plans and specifications or supplying additional information; provided, however, that Landlord shall be reasonable in its exercise of these rights. Additionally, Landlord shall be deemed to have approved Tenant's plans and specifications if Landlord fails to respond to Tenant's plans and specifications within fifteen (15) days of Landlord's receipt thereof. Tenant agrees that any review or approval by Landlord of any plans and/or specifications with respect to any Alteration is solely for Landlord's benefit, and without any representation or warranty whatsoever to Tenant or any other Person with respect to the adequacy, correctness or sufficiency thereof or with respect to Requirements, Restrictive Covenants or otherwise. (c) Alterations shall be performed at Tenant's expense and at such times and in such manner as Landlord may from time to time reasonably designate, unless, at the time of the Alterations, Tenant is the only occupant of the Building and Building No. 2, in which event, Tenant may control the times and manner (but always in accordance with all Requirements) to perform the Alterations. All Alterations shall become a part of the Building and shall be Landlord's property from and after the installation thereof and may not be removed or changed without Landlord's consent. Notwithstanding the foregoing, however, Landlord, upon notice given at least sixty (60) days prior to the Expiration Date or upon such shorter notice as is reasonable under the circumstances upon the earlier expiration of the Term, may require Tenant to remove any specified Alterations (other than those comprising part of Building Standard Condition) and to repair and restore in a good and workmanlike manner to Building Standard Condition (reasonable wear and tear excepted) any damage to the Premises or the Building caused by such removal. All Tenant's Property shall remain the property of Tenant and, unless Landlord and Tenant shall agree otherwise, on or before the Expiration Date shall, at Tenant's cost, be removed from the Premises by Tenant, and Tenant shall repair and restore in a good and workmanlike manner to Building Standard Condition (reasonable wear and tear excepted) any damage to the Premises or the Building caused by such removal. The provisions of this Section 5.1(c) shall survive the expiration or earlier termination of this Lease. (1) All Alterations shall be performed, at Tenant's sole cost and expense, by contractors, subcontractors or mechanics approved by Landlord in Landlord's reasonable discretion. (2) Notwithstanding the foregoing, with respect to any Alteration affecting any Building Systems, (i) Tenant, if required by Landlord, shall employ Landlord's or the Manager's designated contractor, and (ii) the Alteration shall, if required by Landlord, at Tenant's expense, be designed by either Landlord's or the Manager's engineer. (1) Any mechanic's lien filed against the Premises or the Real Property for work claimed to have been done for, or materials claimed to have been furnished to, Tenant shall be canceled or discharged by Tenant, at Tenant's expense, within twenty (20) days after such lien shall be filed, by payment or filing of the bond required by law, and Tenant shall indemnify and hold Landlord harmless from and against any and all costs, expenses, claims, losses or damages resulting therefrom by reason thereof. (2) If Tenant shall fail to discharge such mechanic's lien within the aforesaid period, then, in addition to any other right or remedy of Landlord, Landlord may, but shall not be obligated to, discharge the same either by paying the amount claimed to be due or by procuring the discharge of such lien by deposit in court or bonding, and in any such event, Landlord shall be entitled, if Landlord so elects, to compel the prosecution of an action for the foreclosure of such mechanic's lien by the lienor and to pay the amount of the judgment, if any, in favor of the lienor, with interest, costs and allowances. (3) Any amount paid by Landlord for any of the aforesaid charges and for all expenses of Landlord (including, but not limited to, attorneys' fees and disbursements) incurred in defending any such action, discharging said lien or in procuring the discharge of said lien, with interest on all such amounts at the maximum legal rate of interest then chargeable to Tenant from the date of payment, shall be repaid by Tenant within ten (10) days after written demand therefor, and all amounts so repayable, together with such interest, shall be considered Additional Rent. (f) Notwithstanding anything to the contrary set forth in this Article V, Tenant, without Landlord's consent, is permitted to make Alterations that to the Premises which relate only to the cosmetic appearance, nonstructural components, and/or non-load-bearing portions of the Premises (and which do not affect the structure structural and/or load-bearing elements of the Building or the Building Systems that Systems), provided such Alterations do not cost, in the aggregate do not exceed Two Hundred Fifty aggregate, more than Seventy-Five Thousand Dollars ($250,000.0075,000.00) without during any twelve (12) month period during the prior written consent of Landlord; provided, however, that Term. Section 5.2. Tenant shall provide reimburse Landlord, within five (5) Business Days after demand therefor, for any reasonable out-of-pocket expense incurred by Landlord for reviewing the plans and specifications for any Alterations or inspecting the progress of completion of the same. Section 5.3. Landlord, at Tenant's expense, and upon the request of Tenant, shall join in any applications for any permits, approvals or certificates required to be obtained by Tenant in connection with any permitted Alteration (provided that the provisions of the applicable Requirements shall require that Landlord join in such application) and shall otherwise cooperate with Tenant in connection therewith, provided that Landlord shall not be obligated to incur any cost or expense or liability in connection therewith. Section 5.4. Tenant shall furnish to Landlord copies of records of all permits, plans Alterations and other related documents in connection with of the cost thereof within fifteen (15) days after the completion of such Alterations. (b) Any Section 5.5. TENANT HEREBY ACCEPTS THE PREMISES "AS IS, WHERE IS," AND WITHOUT ANY WARRANTY, EXPRESS OR IMPLIED, EXCEPT AS OTHERWISE SET FORTH IN THIS LEASE. Section 5.6. Tenant shall not, at any time prior to or during the Term, directly or indirectly employ, or permit the employment of, any contractor, mechanic or laborer in the Premises, whether in connection with any Alteration to or otherwise, if such employment would unreasonably interfere or cause any unreasonable conflict with other contractors, mechanics or laborers engaged in the Premises shall be at Tenant’s sole cost and expenseconstruction, in compliance with all applicable Laws and all requirements requested maintenance or operation of the Building by Landlord, includingTenant or others, without limitation, the requirements or of any insurer providing coverage for other property owned by Landlord. In the Premises event of any such unreasonable interference or conflict, Tenant, upon demand of Landlord, shall cause all contractors, mechanics or laborers causing such interference or conflict to leave the Building or immediately. Section 5.7. During the course of any part thereof, Alteration and in accordance with plans and specifications approved in writing any construction by Landlord, and shall be constructed and installed by a contractor reasonably approved in writing by Landlord. As a further condition whether on the Land or on any real property adjacent to giving consent, with respect to Alterations that could affect the structural components of the Building Systems or which in the aggregate exceed One Million Dollars ($1,000,000.00) in costLand, Landlord may require Tenant to provide Landlord, at Tenant’s sole cost and expense, a payment and performance bond in form reasonably acceptable to Landlord, in a principal amount not less than the estimated costs of such Alterations, to ensure Landlord against any liability for mechanics’ and materialmen’s liens and to ensure completion of work. Before Alterations may begin, valid building permits or other permits or licenses required must be furnished to Landlord, and, once the Alterations begin, Tenant will diligently and continuously pursue their completion. Landlord may monitor construction of the Alterations and Tenant shall reimburse Landlord for its reasonable costs (including, without limitation, the costs of any construction manager retained by Landlord) in reviewing plans and documents and in monitoring construction. Tenant shall maintain during the course of construction, at its sole cost and expense, builders’ risk insurance for the amount of the completed value of the Alterations on an all-risk non-reporting form covering all improvements under construction, including building materials, and other insurance in amounts and against such risks as Landlord shall reasonably require in connection cooperate with the Alterations. In addition to and without limitation on the generality of the foregoing, Tenant shall ensure that its contractor(s) procure and maintain in full force and effect during the course of construction a “broad form” commercial general liability and property damage policy of insurance naming Landlord, Tenant and Landlord’s lenders, if any, as additional insureds. The minimum limit of coverage of the aforesaid policy shall be in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of one person in any one accident or occurrence and in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of more than one person in any one accident or occurrenceeach other, and shall contain a severability of interest clause or a cross liability endorsement. Such insurance shall further insure Landlord cause their contractors and Tenant against liability for property damage of at least Three Million Dollars ($3,000,000.00)subcontractors to cooperate, so as to minimize interruption and interference with each other's construction activities. (c) Tenant agrees not to proceed to make any Alterations, notwithstanding consent from Landlord to do so, until Tenant notifies Landlord in writing of the date Tenant desires to commence construction or installation of such Alterations and Landlord has approved such date in writing, in order that Landlord may post appropriate notices to avoid any liability to contractors or material suppliers for payment for Tenant’s improvements. Tenant will at all times permit such notices to be posted and to remain posted until the completion of work.

Alterations. (a) 5.2.1 Tenant shall not before or during the Term make or suffer to be made any alterations, additions or improvements in or alterations to the Premises (herein collectively called “Alterations”) without first obtaining Landlord’s written approval thereof based on detailed plans and specifications submitted by Tenant. Landlord’s approval may be withheld in Landlord’s sole and absolute discretion if any Alterations could in Landlord’s judgment that affect the structure of the Building or the any Building system (electrical, mechanicalplumbing, heating, ventilation mechanical or air conditioning, life safety or plumbing systems of the Building (collectively the “Building Systems”safety), or install any wall or floor covering without Landlord's prior written consent which may be visible from outside the Premises, or require additional code compliance or similar work not included withheld in the Alterations; otherwise▇▇▇▇▇▇▇▇'s sole discretion. With respect to any other alteration requested by ▇▇▇▇▇▇, Landlord’s 's consent shall not be unreasonably withheld. Without limiting Should Landlord consent in writing to Tenant's alteration of the foregoingPremises, Tenant shall contract with a contractor approved by Landlord for the construction of such alterations (which contractor shall provide Landlord with such certificates of insurance as Landlord shall reasonably require, which certificates of insurance shall name both Landlord and Landlord's property manager as additional insureds), shall secure all Alterations appropriate governmental approvals and permits, and shall also complete such alterations with due diligence in compliance with the plans and specifications approved by Landlord. All such construction shall be subject performed in a manner which will not interfere with the quiet enjoyment of other tenants of the Building. Any such alterations, wiring, cables, or conduit installed by Tenant shall at once become part of the Premises and belong to Landlord except for removable machinery and unattached movable trade fixtures and attached lab equipment. Landlord may at its option require that Tenant remove any alterations, wiring, cables or conduit installed by or for Tenant and restore the Premises to the original condition upon termination of this Lease. Landlord shall have the right to post notices of non-responsibility in connection with work being performed by ▇▇▇▇▇▇ in the Premises. Work by Tenant shall comply with all laws then applicable to the Premises. Tenant shall not allow any liens to attach to the Building or Tenant's interest in the Premises as a result of its activities or any alterations. Landlord may perform alterations to or change the configuration of the Building and other common areas. 5.2.2 Throughout the term of the Lease and notwithstanding the provisions of Section 11.2 18 below. Notwithstanding the foregoing, Tenant Landlord shall have a continuing right (but shall not be permitted obligated) to make Alterations that do not affect alterations and/or improvements to the structure common areas and any other portions of the Building or the Building Systems for any purposes that in the aggregate do not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) without the prior written consent of Landlord; provided, however, that Tenant shall provide Landlord copies of all permits, plans and other related documents in connection with such Alterations. (b) Any Alteration to the Premises shall be at Tenant’s sole cost and expensedeems necessary, in compliance with all applicable Laws and all requirements requested by Landlordits reasonable business judgment, including, without limitation, the requirements of any insurer providing coverage for the Premises alterations or the Building or any part thereof, and in accordance with plans and specifications approved in writing by Landlord, and shall be constructed and installed by a contractor reasonably approved in writing by Landlord. As a further condition to giving consent, with respect to Alterations improvements that could will affect the structural components operation, design, use or aesthetic of the Building Systems or which in the aggregate exceed One Million Dollars ($1,000,000.00) in cost, Building. Landlord may require Tenant shall make reasonable efforts to provide Landlord, at Tenant’s sole cost complete all such alterations and expense, a payment and performance bond in form reasonably acceptable improvements so as to Landlord, in a principal amount not less than the estimated costs of such Alterationsminimize, to ensure Landlord against any liability for mechanics’ and materialmen’s liens and the extent feasible, disturbance to ensure completion of work. Before Alterations may begin, valid building permits or other permits or licenses required must be furnished to Landlord, and, once the Alterations begin, Tenant will diligently and continuously pursue their completion. Landlord may monitor construction of the Alterations and Tenant shall reimburse Landlord for its reasonable costs (including, without limitation, the costs of any construction manager retained by Landlord) in reviewing plans and documents and in monitoring construction. Tenant shall maintain during the course of construction, at its sole cost and expense, builders’ risk insurance for the amount of the completed value of the Alterations on an all-risk non-reporting form covering all improvements under construction, including building materials, and other insurance in amounts and against such risks as Landlord shall reasonably require in connection with the Alterations. In addition to and without limitation on the generality of the foregoing, Tenant shall ensure that its contractor(s) procure and maintain in full force and effect during the course of construction a “broad form” commercial general liability and property damage policy of insurance naming Landlord, Tenant and Landlord’s lenders, if any, as additional insureds. The minimum limit of coverage of the aforesaid policy shall be in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of one person in any one accident or occurrence and in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of more than one person in any one accident or occurrence, and shall contain a severability of interest clause or a cross liability endorsement. Such insurance shall further insure Landlord and Tenant against liability for property damage of at least Three Million Dollars ($3,000,000.00)Tenant. (c) Tenant agrees not to proceed to make any Alterations, notwithstanding consent from Landlord to do so, until Tenant notifies Landlord in writing of the date Tenant desires to commence construction or installation of such Alterations and Landlord has approved such date in writing, in order that Landlord may post appropriate notices to avoid any liability to contractors or material suppliers for payment for Tenant’s improvements. Tenant will at all times permit such notices to be posted and to remain posted until the completion of work.

Alterations. (a) Tenant shall not before or during the Term make or suffer to be made any alterations, additions or improvements in or to the Premises (herein collectively called “Alterations”) without first obtaining Landlord’s written approval thereof based on detailed plans and specifications submitted by Tenant. Landlord’s approval may be withheld in Landlord’s sole and absolute discretion if any Alterations could in Landlord’s judgment affect the structure of the Building or the electrical, mechanical, heating, ventilation or air conditioning, life safety or plumbing systems of the Building (collectively the “Building Systems”), be visible from outside the Premises, or require additional code compliance or similar work not included in the Alterations; otherwise, Landlord’s consent shall not be unreasonably withheld. Without limiting the foregoing, all Alterations shall also be subject to the provisions of Section 11.2 below. Notwithstanding the foregoing, Tenant shall be permitted to make Alterations that make, at its sole cost and expense, non-structural alterations and additions to the interior of the Premises without obtaining Landlord’s prior written consent, provided said alterations are not part of Tenant’s Wi-Fi Network (defined hereinbelow), do not affect the structure Building systems and the cost of the Building or the Building Systems that in the aggregate do such alterations does not exceed Two Hundred Fifty Thousand Dollars ($250,000.0050,000) each job and One Hundred Thousand Dollars ($100,000) cumulatively each calendar year (the “Permitted Improvements”). Tenant, however, shall first notify Landlord of such Permitted Improvements so that Landlord may post a Notice of Non-Responsibility on the Premises. Except for the Permitted Improvements, Tenant shall neither install any signs, fixtures, or improvements, nor make or permit any other alterations or additions (individually, an “Alteration”, and collectively, “Alterations”) to the Premises without the prior written consent of Landlord; provided, howeverwhich consent shall not be unreasonably withheld so long as any such Alteration does not affect the Building systems, that structural integrity or structural components of the Premises or Building. If any such Alteration is expressly permitted by Landlord, Tenant shall provide deliver at least ten (10) days prior written notice to Landlord, from the date Tenant commences construction, sufficient to enable Landlord copies to post and record a Notice of Non-Responsibility. Tenant shall obtain all permits, plans permits or other governmental approvals prior to commencing any work and other related documents in connection with such Alterations. (b) Any Alteration deliver a copy of same to the Premises Landlord. All Alterations shall be (i) at Tenant’s sole cost and expense, in compliance with all applicable Laws and all requirements requested by Landlord, including, without limitation, the requirements of any insurer providing coverage for the Premises or the Building or any part thereof, and expense in accordance with plans and specifications which have been previously submitted to and approved in writing by Landlord, and shall be constructed and installed by a licensed, insured (and bonded, at Landlord’s option) contractor (reasonably approved in writing by Landlord. As a further condition to giving consent, with respect to Alterations that could affect the structural components of the Building Systems or which in the aggregate exceed One Million Dollars ($1,000,000.00) in cost, Landlord may require Tenant to provide Landlord, at Tenant’s sole cost and expense, a payment and performance bond in form reasonably acceptable to Landlord, in a principal amount not less than the estimated costs of such Alterations, to ensure Landlord against any liability for mechanics’ and materialmen’s liens and to ensure completion of work. Before Alterations may begin, valid building permits or other permits or licenses required must be furnished to Landlord, and, once the Alterations begin, Tenant will diligently and continuously pursue their completion. Landlord may monitor construction of the Alterations and Tenant shall reimburse Landlord for its reasonable costs (including, without limitation, the costs of any construction manager retained by Landlord) in reviewing plans compliance with all applicable Laws, Development Documents, Recorded Matters, and documents Rules and Regulations and (ii) performed in monitoring constructiona good and workmanlike manner and so as not to obstruct access to any portion of the Project or any business of Landlord or any other tenant. Landlord’s approval of any plans, specifications or working drawings for Tenant’s Alterations shall neither create nor impose any responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with any Laws. As Additional Rent, Tenant shall reimburse Landlord, within ten (10) days after demand, for actual and reasonable legal, engineering, architectural, planning and other expenses incurred by Landlord in connection with Tenant’s Alterations, plus Tenant shall pay to Landlord a fee equal to five percent (5%) of the total cost of the Alterations. If Tenant makes any Alterations, Tenant shall carry “Builder’s All Risk” insurance, in an amount approved by Landlord and such other insurance as Landlord may require. All such Alterations shall be insured by Tenant in accordance with Section 12 of this Lease immediately upon completion. Tenant shall maintain during keep the course Premises and the Lot on which the Premises are situated free from any liens arising out of constructionany work performed, at materials furnished or obligations incurred by or on behalf of Tenant. Tenant shall, prior to commencing any Alterations, (a) cause its sole cost contractor(s) and/or major subcontractor(s) to provide insurance as reasonably required by Landlord, and expense, builders’ risk insurance for the amount of the completed value of the Alterations on an all-risk non-reporting form covering all improvements under construction(b) provide such assurances to Landlord, including building materialswithout limitation, and other insurance waivers of lien, surety company performance bonds (for projects estimated to cost in amounts and against such risks excess of $150,000) as Landlord shall reasonably require in connection with the Alterations. In addition to and without limitation on the generality assure payment of the foregoing, Tenant shall ensure that its contractor(s) procure and maintain in full force and effect during the course of construction a “broad form” commercial general liability and property damage policy of insurance naming Landlord, Tenant and Landlord’s lenders, if any, as additional insureds. The minimum limit of coverage of the aforesaid policy shall be in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of one person in any one accident or occurrence and in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of more than one person in any one accident or occurrence, and shall contain a severability of interest clause or a cross liability endorsement. Such insurance shall further insure costs thereof to protect Landlord and Tenant the Project from and against liability for property damage of at least Three Million Dollars ($3,000,000.00)any mechanic’s, materialmen’s or other liens. (c) Tenant agrees not to proceed to make any Alterations, notwithstanding consent from Landlord to do so, until Tenant notifies Landlord in writing of the date Tenant desires to commence construction or installation of such Alterations and Landlord has approved such date in writing, in order that Landlord may post appropriate notices to avoid any liability to contractors or material suppliers for payment for Tenant’s improvements. Tenant will at all times permit such notices to be posted and to remain posted until the completion of work.

Alterations. (a) Tenant shall not before or during the Term make or suffer or allow to be made any alterations, additions or improvements in or to the Premises (herein collectively called collectively, “Alterations”) without first obtaining Landlord’s written approval thereof consent based on detailed plans and specifications submitted by Tenant. ; provided Landlord’s approval may consent will not be withheld in Landlord’s sole and absolute discretion required if any (a) the proposed Alterations could in Landlord’s judgment will not affect the structure of the Building or the mechanical, electrical, mechanicalHVAC, heating, ventilation plumbing or air conditioning, life safety or plumbing systems of the Building and (collectively b) the “Building Systems”), total cost to acquire and install the proposed Alterations will be visible from outside the Premises, or require additional code compliance or similar work not included no more than (i) $15,000.00 in any one instance and (ii) $25,000.00 in the Alterations; otherwise, aggregate during any calendar year. In all other instances where Landlord’s consent shall not is so required, it may be unreasonably withheldgranted or withheld by Landlord in its sole and absolute discretion. Without limiting the foregoing, In all Alterations shall also be subject to the provisions of Section 11.2 below. Notwithstanding the foregoingevents, Tenant shall be permitted notify Landlord prior to make commencing Alterations other than de minimis Alterations, and Landlord shall have the right, at Landlord’s election, to supervise the Alterations work. Tenant agrees that do not affect the structure all such work (regardless of the Building or the Building Systems that in the aggregate do not exceed Two Hundred Fifty Thousand Dollars ($250,000.00whether Landlord’s consent is required) without the prior written consent of Landlord; provided, however, that Tenant shall provide Landlord copies of all permits, plans and other related documents in connection with such Alterations. (b) Any Alteration to the Premises shall be done at Tenant’s sole cost and expense, in compliance with all applicable Laws and all requirements requested by Landlord, including, without limitation, the requirements of any insurer providing coverage for the Premises or the Building or any part thereof, and in accordance with the plans and specifications approved by Landlord and in writing by Landlorda good and workmanlike manner, and shall be constructed and installed by a contractor reasonably approved in writing by Landlord. As a further condition to giving consent, with respect to Alterations that could affect the structural components integrity of the Building Systems shall not be impaired, and that no liens shall attach to all or which in any part of the aggregate exceed One Million Dollars ($1,000,000.00) in costPremises, Landlord may require the Building, or the Property by reason thereof. In addition to the foregoing, Tenant agrees to provide Landlord, at Tenant’s sole cost and expense, a payment and performance bond in form reasonably acceptable pay to Landlord, in a principal amount not less than the estimated costs of such Alterationsas Additional Rent, to ensure Landlord against any liability for mechanics’ and materialmenLandlord’s liens and to ensure completion of work. Before Alterations may begin, valid building permits or other permits or licenses required must be furnished to Landlord, and, once the Alterations begin, Tenant will diligently and continuously pursue their completion. Landlord may monitor construction of the Alterations and Tenant shall reimburse Landlord for its reasonable costs (including, without limitation, the costs and expenses paid or incurred in connection with Landlord’s review of any construction manager retained by Landlord) in reviewing plans and documents specifications and in monitoring constructionLandlord’s project supervision relating to Tenant’s design and installation of Alterations at the Premises. Tenant shall maintain during the course of constructionobtain, at its sole cost and expense, builders’ risk insurance all permits required for the amount of the completed value of the Alterations on an all-risk non-reporting form covering all improvements under construction, including building materials, and other insurance in amounts and against such risks as Landlord shall reasonably require in connection with the Alterations. In addition to and without limitation on the generality of the foregoing, Tenant shall ensure that its contractor(s) procure and maintain in full force and effect during the course of construction a “broad form” commercial general liability and property damage policy of insurance naming Landlord, Tenant and Landlord’s lenders, if any, as additional insureds. The minimum limit of coverage of the aforesaid policy shall be in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of one person in any one accident or occurrence and in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of more than one person in any one accident or occurrence, and shall contain a severability of interest clause or a cross liability endorsement. Such insurance shall further insure Landlord and Tenant against liability for property damage of at least Three Million Dollars ($3,000,000.00). (c) Tenant agrees not to proceed to make any Alterations, notwithstanding consent from Landlord to do so, until Tenant notifies Landlord in writing of the date Tenant desires to commence construction or installation of such Alterations and Landlord has approved such date in writing, in order that Landlord may post appropriate notices to avoid any liability to contractors or material suppliers for payment for Tenant’s improvements. Tenant will at all times permit such notices to be posted and to remain posted until the completion of work.

Alterations. (a) Tenant shall not before or during the Term make or suffer to be made any alterations, additions or improvements alteration in or to the Premises (herein collectively called “Alterations”) without first obtaining the prior written consent of Landlord which consent shall not be unreasonably withheld, conditioned or delayed. If alterations requested by Tenant are made by Landlord, Tenant shall pay Landlord within 15 days of demand the cost therefor plus a 10% Surcharge. If Landlord gives its consent to the making of alterations by Tenant, all such work shall be done in accordance with such requirements and upon such conditions as Landlord, in its sole discretion, may impose. Any review or approval by Landlord of any plans or specifications with respect to any alteration is solely for Landlord’s written approval benefit, and without any representation or warranty whatsoever to Tenant with respect to the adequacy, correctness or efficiency thereof based on detailed plans and specifications submitted by Tenantor otherwise. Landlord’s approval may be withheld in Landlord’s sole and absolute discretion if any Alterations could in Landlord’s judgment affect Notwithstanding anything to the structure of the Building or the electrical, mechanical, heating, ventilation or air conditioning, life safety or plumbing systems of the Building (collectively the “Building Systems”), be visible from outside the Premises, or require additional code compliance or similar work not included in the Alterations; otherwisecontrary contained herein, Landlord’s consent shall not be unreasonably withheld. Without limiting the foregoing, all Alterations shall also be subject to the provisions of Section 11.2 below. Notwithstanding the foregoing, required for alterations requested by Tenant shall be permitted to make Alterations that do not exceed $10,000.00 to complete and that do not materially affect the structure Building’s equipment, facilities, systems or structural components and that are not visible from the Common Areas or the exterior of the Building or the Building Systems Building, provided Tenant delivers Landlord reasonable prior notice of such work and provided further that all such work shall otherwise be done in the aggregate do not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) without the prior written consent of Landlord; provided, however, that Tenant shall provide accordance with this Section and upon such conditions as Landlord copies of all permits, plans and other related documents in connection with such Alterationsmay reasonably determine. (b) Any Alteration to the Premises Tenant shall be at Tenant’s sole cost defend, indemnify and expense, in compliance with all applicable Laws save harmless Landlord from and against any and all requirements requested by Landlord, including, without limitation, the requirements of any insurer providing coverage for the Premises or the Building or any part thereof, and in accordance with plans and specifications approved in writing by Landlord, and shall be constructed and installed by a contractor reasonably approved in writing by Landlord. As a further condition to giving consent, with respect to Alterations that could affect the structural components of the Building Systems or which in the aggregate exceed One Million Dollars ($1,000,000.00) in cost, Landlord may require Tenant to provide Landlord, at Tenant’s sole cost and expense, a payment and performance bond in form reasonably acceptable to Landlord, in a principal amount not less than the estimated costs of such Alterations, to ensure Landlord against any liability for mechanics’ and materialmen’s other liens and to ensure completion of work. Before Alterations may beginencumbrances filed by any person claiming through or under Tenant, valid building permits including security interests in any materials, fixtures, equipment or any other permits improvements or licenses required must be furnished to Landlord, and, once the Alterations begin, Tenant will diligently appurtenances installed in and continuously pursue their completion. Landlord may monitor construction constituting part of the Alterations and Tenant shall reimburse Landlord for its reasonable costs (including, without limitation, the costs of any construction manager retained by Landlord) in reviewing plans and documents and in monitoring construction. Tenant shall maintain during the course of construction, at its sole cost and expense, builders’ risk insurance for the amount of the completed value of the Alterations on an all-risk non-reporting form covering all improvements under construction, including building materials, and other insurance in amounts Premises and against such risks as Landlord shall reasonably require all costs, expenses and liabilities (including reasonable attorneys’ fees) incurred in connection with the Alterations. In addition to and without limitation on the generality of the foregoing, Tenant shall ensure that its contractor(s) procure and maintain in full force and effect during the course of construction a “broad form” commercial general liability and property damage policy of insurance naming Landlord, Tenant and Landlord’s lenders, if any, as additional insureds. The minimum limit of coverage of the aforesaid policy shall be in the amount of not less than Three Million Dollars ($3,000,000.00) for injury any such lien or death of one person in encumbrance or any one accident action or occurrence and in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of more than one person in any one accident or occurrence, and shall contain a severability of interest clause or a cross liability endorsement. Such insurance shall further insure Landlord and Tenant against liability for property damage of at least Three Million Dollars ($3,000,000.00). (c) Tenant agrees not to proceed to make any Alterations, notwithstanding consent from Landlord to do so, until Tenant notifies Landlord in writing of the date Tenant desires to commence construction or installation of such Alterations and Landlord has approved such date in writing, in order that Landlord may post appropriate notices to avoid any liability to contractors or material suppliers for payment for Tenant’s improvementsproceeding brought thereon. Tenant will at its expense shall procure the satisfaction or discharge of record of all times permit such notices to be posted liens and to remain posted until encumbrances within 20 days after the completion of workfiling thereof.

Alterations. (a) Tenant Brillian shall not before make any building or during the Term make leasehold alterations or suffer to be made any alterationsadditions, additions including remodeling or improvements in or to the Premises (herein collectively called “Alterations”) signage, without first obtaining Master Landlord’s written approval thereof based on detailed plans and specifications submitted by Tenant. TFS’s consent, which TFS’s and Master Landlord’s approval consent may be withheld in Landlord’s their sole discretion. If any such alterations or additions are made, Brillian agrees not to permit any mechanics’ liens to be placed on the Sublet Premises or any portion thereof and absolute discretion if to cause any Alterations could in Landlord’s judgment affect contract for work to be done at the structure Sublet Premises to contain a waiver of the Building contractor’s right to file a mechanics’ lien. Any alterations of any kind to the Sublet Premises or any part thereof, except Brillian’s trade fixtures which can be removed without damage or defacement to the electrical, mechanical, heating, ventilation Sublet Premises or air conditioning, life safety or plumbing systems any other portion of the Building (collectively Building, shall be surrendered with the “Building Systems”), be visible from outside the Sublet Premises, or require additional code compliance or similar work not included in as a part thereof, at the Alterations; otherwise, Landlord’s consent shall not be unreasonably withheld. Without limiting the foregoing, all Alterations shall also be subject to the provisions of Section 11.2 below. Notwithstanding the foregoing, Tenant shall be permitted to make Alterations that do not affect the structure end of the Building or the Building Systems that in the aggregate do not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) without the prior written consent of LandlordSublease Term; provided, however, that Tenant TFS may require at the time TFS and Master Landlord consent to such alteration or fixture Brillian to remove any alterations or fixtures made by Brillian, and to repair any damage to the Sublet Premises caused by such removal, all at Brillian’s sole expense. Any alterations installed by Brillian shall provide Landlord copies be deemed a part of the Sublet Premises and shall be maintained and repaired by Brillian in the same manner as that required for all permits, plans and other related documents in connection with such Alterationsportions of the Sublet Premises. (b) Any Alteration Brillian shall have the right to place a sign or signs on the façade of the Building, provided, however: (i) TFS (and the Master Landlord to the Premises extent that such consent from the Master Landlord is required under the Master Lease) shall have the right to consent to the size, style, and location of any such signs, which consent shall not be at Tenant’s sole cost and expense, in compliance unreasonably withheld or delayed; (ii) any such signs shall comply with all applicable Laws laws, rules, regulations, and all requirements requested by Landlordcovenants, includingconditions, without limitation, and restrictions of record; and (iii) TFS may require that Brillian remove any such signs at the requirements expiration of the Term and repair any insurer providing coverage for the Premises or damage to the Building or any part thereofcaused by such removal, and in accordance with plans and specifications approved in writing by Landlord, and shall be constructed and installed by a contractor reasonably approved in writing by Landlord. As a further condition to giving consent, with respect to Alterations that could affect the structural components of the Building Systems or which in the aggregate exceed One Million Dollars ($1,000,000.00) in cost, Landlord may require Tenant to provide Landlord, all at TenantBrillian’s sole cost and expense, a payment and performance bond in form reasonably acceptable to Landlord, in a principal amount not less than the estimated costs of such Alterations, to ensure Landlord against any liability for mechanics’ and materialmen’s liens and to ensure completion of work. Before Alterations may begin, valid building permits or other permits or licenses required must be furnished to Landlord, and, once the Alterations begin, Tenant will diligently and continuously pursue their completion. Landlord may monitor construction of the Alterations and Tenant shall reimburse Landlord for its reasonable costs (including, without limitation, the costs of any construction manager retained by Landlord) in reviewing plans and documents and in monitoring construction. Tenant shall maintain during the course of construction, at its sole cost and expense, builders’ risk insurance for the amount of the completed value of the Alterations on an all-risk non-reporting form covering all improvements under construction, including building materials, and other insurance in amounts and against such risks as Landlord shall reasonably require in connection with the Alterations. In addition to and without limitation on the generality of the foregoing, Tenant shall ensure that its contractor(s) procure and maintain in full force and effect during the course of construction a “broad form” commercial general liability and property damage policy of insurance naming Landlord, Tenant and Landlord’s lenders, if any, as additional insureds. The minimum limit of coverage of the aforesaid policy shall be in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of one person in any one accident or occurrence and in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of more than one person in any one accident or occurrence, and shall contain a severability of interest clause or a cross liability endorsement. Such insurance shall further insure Landlord and Tenant against liability for property damage of at least Three Million Dollars ($3,000,000.00). (c) Tenant agrees not to proceed to make any Alterations, notwithstanding consent from Landlord to do so, until Tenant notifies Landlord in writing of the date Tenant desires to commence construction or installation of such Alterations and Landlord has approved such date in writing, in order that Landlord may post appropriate notices to avoid any liability to contractors or material suppliers for payment for Tenant’s improvements. Tenant will at all times permit such notices to be posted and to remain posted until the completion of work.

Alterations. (a) Tenant shall not before or during the Term make or suffer to be made any alterations, repairs, additions or improvements or install any Cable in or to the Premises (herein collectively called referred to as “Alterations”) without first obtaining Landlord’s the written approval thereof based on detailed plans and specifications submitted by Tenant. Landlord’s approval may consent of Landlord in each instance, which consent shall not be unreasonably withheld in Landlord’s sole and absolute discretion if any Alterations could in Landlord’s judgment affect or delayed, provided that (1) the structure outside appearance or the strength of the Building or shall not be affected; and (2) the electrical, mechanical, heating, ventilation or air conditioning, life safety or plumbing systems structural parts of the Building (collectively and the “proper functioning of the Building Systems”), shall not be visible from outside the Premises, or require additional code compliance or similar work not included in the Alterations; otherwiseadversely affected. However, Landlord’s consent shall not be unreasonably withheld. Without limiting required for any Alteration that satisfies all of the foregoingfollowing criteria (a “Cosmetic Alteration”): (a) is of a cosmetic nature such as painting, all Alterations shall also be subject to wallpapering, hanging pictures and installing carpeting; (b) is not visible from the provisions exterior of Section 11.2 below. Notwithstanding the foregoing, Tenant shall be permitted to make Alterations that do Premises or Building; (c) will not affect the structure of the Building or require a building permit; and (d) the Building Systems that in the aggregate do cost of such Alterations (or a related series of Alterations) does not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) without the prior written consent of Landlord; provided, however, that Tenant shall provide Landlord copies of all permits, plans and other related documents in connection with such Alterations. (b) Any Alteration to the Premises 25,000.00. Cosmetic Alterations shall be at Tenant’s sole cost and expense, in compliance with subject to all applicable Laws and all requirements requested by Landlordthe other provisions of this Section 9.03. All non-Cosmetic Alterations, including, without limitation, the requirements of any insurer providing coverage for the Premises or the Building or any part thereofInitial Alterations, and in accordance with plans and specifications approved in writing by Landlord, and shall be constructed and installed performed by a contractor reasonably licensed General Contractor approved by Landlord in writing by Landlord. As a further condition to giving consentits sole discretion, each charging commercially competitive rates, provided, however, Landlord may designate specific contractors with respect to Alterations that could affect the specific structural components of the Building Systems or which in the aggregate exceed One Million Dollars ($1,000,000.00) in cost, Landlord may require Tenant items. Prior to provide Landlord, at Tenant’s sole cost and expense, a payment and performance bond in form reasonably acceptable to Landlord, in a principal amount not less than the estimated costs of such starting any non-Cosmetic Alterations, to ensure Landlord against any liability for mechanics’ and materialmen’s liens and to ensure completion of work. Before Alterations may begin, valid building permits or other permits or licenses required must be furnished to Landlord, and, once the Alterations begin, Tenant will diligently and continuously pursue their completion. Landlord may monitor construction of the Alterations and Tenant shall reimburse Landlord for its reasonable costs (including, without limitation, the costs Initial Alterations, Tenant shall furnish Landlord, for its approval, the proposed plans and specifications; names of proposed contractors and sub-contractors; required permits and approvals; evidence of contractor’s and subcontractor’s insurance (including workers’ compensation insurance) in amounts reasonably required by Landlord and naming Landlord as an additional insured; and any construction manager retained security for performance in amounts reasonably required by Landlord) in reviewing . Changes to the plans and documents specifications must also be submitted to Landlord for its approval. Alterations shall be constructed in a good and workmanlike manner, in monitoring constructionaccordance with all applicable Laws and using new materials of a quality reasonably approved by Landlord. Tenant shall maintain during the course reimburse Landlord for any sums paid by Landlord for third party examination of construction, at its sole cost and expense, builders’ risk insurance Tenant’s plans for the amount of the completed value of the Alterations on an all-risk non-reporting form covering all improvements under construction, including building materials, and other insurance in amounts and against such risks as Landlord shall reasonably require in connection with the Alterations. In addition to and without limitation on the generality of the foregoingaddition, Tenant shall ensure that its contractor(s) procure and maintain in full force and effect during the course of construction pay Landlord a “broad form” commercial general liability and property damage policy of insurance naming Landlord, Tenant and fee for Landlord’s lenders, if any, as additional insureds. The minimum limit oversight and coordination of coverage any non-Cosmetic Alterations equal to 10% of the aforesaid policy shall be in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of one person in any one accident or occurrence and in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of more than one person in any one accident or occurrence, and shall contain a severability of interest clause or a cross liability endorsement. Such insurance shall further insure Landlord and Tenant against liability for property damage of at least Three Million Dollars ($3,000,000.00). (c) Tenant agrees not to proceed to make any Alterations, notwithstanding consent from Landlord to do so, until Tenant notifies Landlord in writing cost of the date Tenant desires to commence construction or installation of such Alterations and Landlord has approved such date in writing, in order that Landlord may post appropriate notices to avoid any liability to contractors or material suppliers for payment for Tenant’s improvements. Tenant will at all times permit such notices to be posted and to remain posted until the completion of worknon-Cosmetic Alterations.

Alterations. (a) Tenant shall not before or during the Term make or suffer to be made any alterations, repairs, additions or improvements in or install any Cable (collectively referred to the Premises (herein collectively called as “Alterations”) in the Premises, without first obtaining the written consent of Landlord in each instance, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, Tenant shall have the right to make Cosmetic Alterations (as defined below) to the Premises without Landlord’s prior written approval thereof based approval. “Cable” shall mean and refer to any electronic, fiber, phone and data cabling and related equipment that is installed by or for the exclusive benefit of Tenant or any party acting under or through Tenant. Prior to starting work on detailed any Alterations, Tenant shall furnish Landlord with plans and specifications as applicable (which shall be in CAD format if requested by Landlord); names of contractors reasonably acceptable to Landlord (provided that Landlord may designate specific contractors with respect to Base Building and vertical Cable, as may be described more fully below); required permits and approvals; and evidence of contractor’s and subcontractor’s insurance in amounts reasonably required by Landlord and naming as additional insureds the Landlord, the managing agent for the Building, and such other Additional Insured Parties (as defined in Section 13) as Landlord may reasonably designate for such purposes, and with respect to any Alterations costing in excess of $300,000.00, any security for performance in amounts reasonably required by Landlord. Landlord may designate specific contractors with respect to oversight, installation, repair, connection to, and removal of vertical Cable; provided, however, Landlord hereby provides its approval of Comcast, Crown Castle and RMON Networks as Tenant’s Cable contractor (but not as service providers unless the same are existing service providers for the Building or are otherwise approved by Landlord) for the Initial Tenant Work and any Alterations. All Cable shall be clearly marked with adhesive plastic labels (or plastic tags attached to such Cable with wire) to show Tenant’s name, suite number, and the purpose of such Cable (i) every 6 feet outside the Premises (specifically including, but not limited to, the electrical room risers and any Common Areas), and (ii) at the termination point(s) of such Cable. Changes to the plans and specifications must also be submitted to Landlord for its approval. Landlord shall use reasonable efforts to either approve or deny Tenant’s request for approval of Alterations within ten (10) Business Days of receipt of written request by Tenant▇▇▇▇▇▇. In the event that Landlord fails to respond within such ten (10) Business Day period, Tenant may deliver a second written notice, which second written notice shall include the following language in bold, 14-point font and all caps, “ATTENTION: FAILURE BY LANDLORD TO RESPOND WITHIN THREE (3) BUSINESS DAYS OF RECEIPT OF THIS NOTICE SHALL CONSTITUTE DEEMED APPROVAL BY LANDLORD OF THE SUBJECT OF THIS NOTICE” (any such second written notice with such required language in bold, 14-point font and all caps, a “Deemed Approval Reminder”), and if Landlord fails to respond within three (3) Business Days of Landlord’s receipt of such Deemed Approval Reminder, then Landlord’s approval of such Alterations shall be deemed granted. Alterations shall be constructed in a good and workmanlike manner using materials of a first class quality or otherwise as reasonably approved by Landlord, and Tenant shall ensure that no Alteration impairs any Building system or Landlord’s ability to perform its obligations hereunder. Tenant shall reimburse Landlord for any reasonable third-party expenses actually incurred by Landlord in connection with the review of ▇▇▇▇▇▇’s plans for Alterations and, except for Cosmetic Alterations, shall pay to Landlord or its managing agent a fee for Landlord’s administrative oversight and coordination of any Alterations equal to 2.5% of the hard costs of the Alterations. Upon completion, Tenant shall furnish “as-built” plans (in CAD format, if requested by Landlord) for Alterations, customary AIA completion affidavits, full and final waivers of lien, any applicable certificate of occupancy for the space affected by such Alterations, and any other items required under the Building’s construction rules and regulations for closing out the particular work in question. Landlord’s approval may of an Alteration shall not be withheld in deemed to be a representation by Landlord that the Alteration complies with Law or will not adversely affect any Building system. If any Alteration requires any change to the Base Building, any Building system, or any Common Area, then such changes shall be made at Tenant’s sole cost and expense and performed, at Landlord’s sole and absolute discretion if any Alterations could election, either by ▇▇▇▇▇▇’s contractor or a contractor engaged by ▇▇▇▇▇▇▇▇, provided that Tenant shall not be required to pay in Landlord’s judgment affect excess of market rates. Notwithstanding the structure of the Building or the electrical, mechanical, heating, ventilation or air conditioning, life safety or plumbing systems of the Building (collectively the “Building Systems”), be visible from outside the Premises, or require additional code compliance or similar work not included in the Alterations; otherwiseforegoing, Landlord’s consent shall not be unreasonably withheldrequired for any Alteration that satisfies all of the following criteria (a “Cosmetic Alteration”): (a) is of a cosmetic nature such as painting, wallpapering, hanging pictures and installing carpeting; (b) is not visible from the exterior of the Premises or Building; (c) will not affect the Base Building (defined in Section 5); and (d) does not require work to be performed inside the walls or above the ceiling of the Premises. Without limiting the foregoing, all Cosmetic Alterations shall also be subject to all the other provisions of this Section 8.01, to the extent applicable thereto, but for purposes of clarification, shall not be subject to the provisions of Section 11.2 below. Notwithstanding the foregoing, Tenant shall be permitted to make Alterations that do not affect the structure of the Building or the Building Systems that in the aggregate do not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) without the prior written consent of Landlord; provided, however, that Tenant shall provide Landlord copies of all permits, plans and other related documents in connection with such Alterations2.5% administrative fee. (b) Any Alteration to the Premises shall be at Tenant’s sole cost and expense, in compliance with all applicable Laws and all requirements requested by Landlord, including, without limitation, the requirements of any insurer providing coverage for the Premises or the Building or any part thereof, and in accordance with plans and specifications approved in writing by Landlord, and shall be constructed and installed by a contractor reasonably approved in writing by Landlord. As a further condition to giving consent, with respect to Alterations that could affect the structural components of the Building Systems or which in the aggregate exceed One Million Dollars ($1,000,000.00) in cost, Landlord may require Tenant to provide Landlord, at Tenant’s sole cost and expense, a payment and performance bond in form reasonably acceptable to Landlord, in a principal amount not less than the estimated costs of such Alterations, to ensure Landlord against any liability for mechanics’ and materialmen’s liens and to ensure completion of work. Before Alterations may begin, valid building permits or other permits or licenses required must be furnished to Landlord, and, once the Alterations begin, Tenant will diligently and continuously pursue their completion. Landlord may monitor construction of the Alterations and Tenant shall reimburse Landlord for its reasonable costs (including, without limitation, the costs of any construction manager retained by Landlord) in reviewing plans and documents and in monitoring construction. Tenant shall maintain during the course of construction, at its sole cost and expense, builders’ risk insurance for the amount of the completed value of the Alterations on an all-risk non-reporting form covering all improvements under construction, including building materials, and other insurance in amounts and against such risks as Landlord shall reasonably require in connection with the Alterations. In addition to and without limitation on the generality of the foregoing, Tenant shall ensure that its contractor(s) procure and maintain in full force and effect during the course of construction a “broad form” commercial general liability and property damage policy of insurance naming Landlord, Tenant and Landlord’s lenders, if any, as additional insureds. The minimum limit of coverage of the aforesaid policy shall be in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of one person in any one accident or occurrence and in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of more than one person in any one accident or occurrence, and shall contain a severability of interest clause or a cross liability endorsement. Such insurance shall further insure Landlord and Tenant against liability for property damage of at least Three Million Dollars ($3,000,000.00). (c) Tenant agrees not to proceed to make any Alterations, notwithstanding consent from Landlord to do so, until Tenant notifies Landlord in writing of the date Tenant desires to commence construction or installation of such Alterations and Landlord has approved such date in writing, in order that Landlord may post appropriate notices to avoid any liability to contractors or material suppliers for payment for Tenant’s improvements. Tenant will at all times permit such notices to be posted and to remain posted until the completion of work.

Alterations. (a) Tenant shall not before or during Supplementing the Term make or suffer to be made any alterationsterms and conditions of Article 3 and the Rules and Regulations, additions or improvements in or to as the Premises (herein collectively called “Alterations”) without first obtaining Landlord’s written approval thereof based on detailed plans and specifications submitted by Tenant. Landlord’s approval same may be withheld in Landlord’s sole and absolute discretion if any Alterations could in Landlord’s judgment affect the structure of the Building or the electrical, mechanical, heating, ventilation or air conditioning, life safety or plumbing systems of the Building (collectively the “Building Systems”), be visible from outside the Premises, or require additional code compliance or similar work not included in the Alterations; otherwise, Landlord’s consent shall not be unreasonably withheld. Without limiting the foregoing, all Alterations shall also be subject to the provisions of Section 11.2 below. Notwithstanding the foregoing, Tenant shall be permitted to make Alterations that do not affect the structure of the Building or the Building Systems that in the aggregate do not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) without the prior written consent of Landlord; provided, however, that Tenant shall provide Landlord copies of all permits, plans and other related documents in connection with such Alterations.amended: (bA) Any Alteration to the Premises shall be at Tenant’s sole cost and expense, in compliance with all applicable Laws and all requirements requested by Landlord, including, without limitation, the requirements of any insurer providing coverage for the Premises or the Building or any part thereof, and in accordance with plans and specifications approved in writing by Landlord, and shall be constructed and installed by a contractor reasonably approved in writing by Landlord. As a further condition to giving consent, with respect to Alterations that could affect the structural components of the Building Systems or which in the aggregate exceed One Million Dollars ($1,000,000.00) in cost, Landlord may require Tenant to provide Landlord, at Tenant’s sole cost and expense, a payment and performance bond in form reasonably acceptable to Landlord, in a principal amount not less than the estimated costs of such Alterations, to ensure Landlord against any liability for mechanics’ and materialmen’s liens and to ensure completion of work. Before Alterations may begin, valid building permits or other permits or licenses required must be furnished to Landlord, and, once the Alterations begin, Tenant will diligently and continuously pursue their completion. Landlord may monitor construction of the Alterations and Tenant shall reimburse Landlord for its reasonable costs (including, without limitation, the costs of any construction manager retained by Landlord) in reviewing plans and documents and in monitoring construction. Tenant shall maintain during the course of constructionTENANT, at its sole cost and expense, builders’ risk shall obtain all necessary governmental permits and certificates for the commencement and prosecution of any alterations, improvements or other work (including demolition) undertaken by TENANT in and to the demised premises (“TENANT Changes”) and for final approval thereof upon completion (including all necessary sign-offs), and shall cause TENANT Changes to be performed in compliance therewith and with all applicable laws and requirements of insurance bodies, and in good and workmanlike manner, using new materials and equipment at least equal in quality and class to the original installations in the building. All contractors, subcontractors and others engaged in TENANT Changes (including, but not limited to, those performing electrical and plumbing work) shall be subject to the approval of OWNER, which approval shall not be unreasonably withheld, provided that the same are not likely to cause any labor disharmony. Notwithstanding the foregoing, TENANT shall be obligated, at its cost and expense, to employ OWNER’s supervising engineer and designated contractors for any alterations and improvements or other work which involves or relates to the building’s electrical system and/or fixtures, or the ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Life and Safety Code, including, but not limited to, the building’s Class E system and sprinkler system; without limiting the foregoing, in the event that TENANT performs any future alterations, TENANT, at its cost and expense, agrees to install all necessary exit lighting, strobe lights and smoke detector equipment as required in connection with such future alterations under the above stated code(s) and other applicable laws and regulations. Prior to commencing any TENANT Changes, TENANT shall first give to OWNER written notice thereof which shall include four (4) copies of the plans and specifications for the proposed TENANT Changes prepared by TENANT’s architect and/or engineer, as the case may be (including, without limitation, layout, architectural, mechanical and structural drawings, to the extent applicable) in CADD format that contain sufficient detail for OWNER and OWNER’s consultants to reasonably assess the proposed TENANT Changes, and, upon completion of TENANT Changes, shall furnish OWNER with “as-built” plans prepared by TENANT’s architect showing the entire demised premises and any permitted TENANT Changes outside thereof. OWNER agrees not to unreasonably withhold its consent to any TENANT Changes which are interior and non-structural, and do not affect any of the building’s systems or operations, or any of the windows, or areas visible from the public portions of the demised premises OWNER agrees that TENANT may perform painting of walls without OWNER’s consent, on at least seven (7) days prior notice to Owner, but TENANT acknowledges that any floor treatment or covering (including, but not limited to, staining, tiling and/or carpeting (but not area rugs)) shall require OWNER’s prior written consent. (B) In no event shall TENANT commence any TENANT changes before OWNER has approved the same, OWNER has received true copies of the applicable governmental permits and approvals issued in connection therewith, as well as the insurance in form and content as required by this Lease, and TENANT has paid any out-of-pocket fees, costs and expenses incurred by OWNER to date in connection with said TENANT Changes. All TENANT Changes shall be performed in such manner as not to unreasonably interfere with and not to impose any direct or indirect additional expenses upon OWNER in the maintenance or operation of the building. Throughout the performance of TENANT Changes, TENANT, at its cost and expense, shall carry, or cause to be carried, workmen’s compensation insurance in statutory limits and general liability insurance for any occurrence in or about the building, in which OWNER and its agents (and any other parties required by OWNER) shall be named as parties insured, in such limits as OWNER may reasonably prescribe, with insurers reasonably satisfactory to OWNER. TENANT shall furnish OWNER, on request, with satisfactory evidence that such insurance is in effect at or before the commencement of TENANT Changes and, at reasonable intervals thereafter during the continuance of TENANT’S Changes. If any of TENANT Changes shall involve the removal of any fixtures, equipment or other property in the demised premises which are not TENANT’S moveable office furniture and trade fixtures, such fixtures, equipment or other property shall be promptly replaced, at TENANT’S cost and expense, with new fixtures, equipment or other property (as the case may be) of like utility and at least equal value unless OWNER shall otherwise expressly consent in writing and TENANT shall, upon OWNER’S request, deliver, at TENANT’S cost and expense, any such fixtures, equipment or property so removed to OWNER or to such locations in New York City as OWNER shall direct. Except as otherwise expressly provided herein, the provisions of Article 3 shall apply to any of TENANT Changes made hereunder. In the event of any such installations or alterations whether made pursuant to Article 3 or otherwise, TENANT acknowledges that OWNER does not consent and TENANT shall not allow the reservation of any title to or a security interest in such goods. (C) TENANT agrees that it shall not exercise any of its rights pursuant to the provisions of this Article in any manner which could result in or threaten any work stoppage, picketing, labor disruption or dispute or violate OWNER’S union contracts affecting the land and/or building, or lead to interference with the business of OWNER or any lessee or occupant of the building, and a violation hereof shall be deemed a material default under this Lease; provided that no default shall be deemed to exist if TENANT utilizes contractors selected by OWNER. In the event of the occurrence of any condition described above arising from the exercise by TENANT of its rights pursuant to the provisions of this Article, TENANT shall, immediately upon notice from OWNER, cease the manner of exercise of such rights giving rise to such conditions. In the event TENANT fails to cease such manner of exercise of its rights as aforesaid, OWNER, in addition to any rights available to it under this Lease and pursuant to law, shall have the right to injunction upon notice to the office of TENANT’S attorney, which notice, notwithstanding anything to the contrary contained elsewhere herein, shall be effective and deemed given when hand delivered, or delivered by facsimile or email transmission, to the offices of TENANT’S attorneys. (D) TENANT, at its cost and expense, and with due diligence and dispatch, shall, within fifteen (15) business days after issuance, procure the cancellation or discharge of record of each and all notices of violation arising from or otherwise connected with TENANT Changes or TENANT’S operations which shall be issued by the Department of Buildings or any other public or quasi-public authority having or asserting jurisdiction. TENANT shall defend, indemnify and save harmless OWNER and its agents from and against any and all mechanic’s and other liens filed in connection with TENANT Changes, including the liens of any security interest in, conditional sales of, or chattel mortgages upon, any materials, fixtures or articles so installed in and constituting part of the demised premises and against all costs, expenses and liabilities incurred in connection with any such lien, security deposit, conditional sale or chattel mortgage or any action or proceeding brought thereon. Notwithstanding anything to the contrary contained in Article 3, TENANT, at its cost and expense, shall likewise procure the satisfaction or discharge of record of all mechanic liens by bonding or otherwise within fifteen (15) business days after the filing of any such lien. Notice is hereby given that TENANT has no power, authority or right to do any act or make any contract which may create or be the foundation for any lien upon the fee or leasehold estate of the OWNER in the demised premises or upon the land or building of which they are a part or the improvements now or hereafter erected upon the demised premises or the land or the building of which they are a part. If TENANT shall fail to procure the satisfaction or discharge of all liens as hereinabove provided, OWNER may, without having to contest the validity or amount of any such lien, pay (and/or utilize the TENANT’s security deposit to pay) the amount of such lien or discharge the completed value same by deposit or by bond or in any manner according to law, and pay any judgment recovered in any action to establish or foreclose such lien or order, and any amount so paid, together with any fee, costs and expenses incurred by the OWNER, (including all reasonable attorney’s fees and disbursements incurred in and the defense of any such action, bonding or other proceeding) shall be payable by TENANT as additional rent hereunder. TENANT’S failure to repay OWNER within fifteen (15) days of written demand therefor shall constitute an Event of Default under this Lease. (E) All alterations, additions or improvements to the demised premises, including those installed by and at the cost and expense of TENANT, in accordance with the terms of Articles 3 and 48 hereof, shall become the property of the Alterations on an all-risk non-reporting form covering OWNER and remain upon the expiration or sooner termination of this Lease, except that all improvements under constructionfurnishings, business equipment (including building materials, but not limited to audio visual and information technology equipment) unattached trade fixtures and other insurance moveable personal property items shall belong to TENANT and may be removed by TENANT at the expiration or earlier termination of this Lease, provided that any damage to any area in amounts which any of the same were located, whether such damage was caused by attachment or any other method of installation, shall be repaired and against restored to match the surrounding areas. (F) Whenever TENANT requests OWNER’s consent or approval to TENANT CHANGES or to any other matter or thing requiring OWNER’s consent or approval, then OWNER, as a condition precedent to considering such risks as Landlord shall reasonably request, may require (in addition to any other requirements of OWNER in connection therewith) that TENANT pay the reasonable fee of OWNER’s attorneys, architect and/or engineer in connection with the Alterations. In addition consideration of such request, the preparation of any documents pertaining thereto, and/or the monitoring of said CHANGES. (G) Notwithstanding anything to and without limitation on the generality of the foregoingcontrary in Article 3, Tenant shall ensure that its contractor(s) procure and maintain in full force and effect during not be required to remove such alteration at or prior to the course expiration of construction a “broad form” commercial general liability and property damage policy the term of insurance naming Landlordthis Lease, Tenant and except, at Landlord’s lendersoption, if any“Specialty Alterations” (as hereinafter defined) which Landlord may require to be removed (and any damaged areas affected by such removal repaired) by Tenant at Tenant’s sole cost and expense at the expiration or sooner termination of this Lease. As used herein, as additional insureds. The minimum limit of coverage of the aforesaid policy “Specialty Alterations” shall be any alterations not customarily undertaken in the amount typical construction of office space and require incremental increases in demolition costs for the removal thereof, but shall specifically include but not less than Three Million Dollars be limited to the following: ($3,000,000.00a) for injury beam cuts, slab penetrations and floor openings, (b) raised, reinforced, or death of one person in any one accident or occurrence and in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of more than one person in any one accident or occurrencespecial flooring, and shall contain a severability of interest clause or a cross liability endorsement. Such insurance shall further insure Landlord and Tenant against liability for property damage of at least Three Million Dollars ($3,000,000.00). (c) data centers, and vaults. Landlord shall advise Tenant agrees as to whether it will require removal of any Specialty Alteration prior to the installation thereof provided Tenant sends notice to Landlord of the intended Specialty Alteration and plans and specifications therefor, which notice includes the following specific language in bold capital letters on the face page of Tenant’s notice: “WE HEREBY REQUEST THAT YOU ADVISE US AT THIS TIME WHETHER YOU DEEM THE PROPOSED ALTERATION TO BE A “SPECIALTY ALTERATION,” AND, IF SO, WHETHER YOU REQUIRE THAT THE SAME BE REMOVED AND THE PREMISES RESTORED TO THE CONDITION EXISTING PRIOR TO SAID SPECIALTY ALTERATION AT THE EXPIRATION OR SOONER TERMINATION OF THE LEASE FAILURE TO NOTIFY TENANT WITHIN TEN (10) DAYS THAT REMOVAL AND RESTORATION IS REQUIRED WILL CONSTITUTE LANDLORD’S AGREEMENT THAT SUCH ALTERATION MAY REMAIN UPON EXPIRATION OF THE LEASE.” In the event Tenant strictly complies with the foregoing and Landlord does not state in its response to proceed Tenant’s request that Landlord deems the alteration to make any Alterationsbe a Specialty Alterations and requires its removal, notwithstanding consent from Tenant shall not be required to remove said alteration at the expiration of this Lease. Notwithstanding anything to the contrary contained elsewhere in this Lease, Specialty Alterations required by Landlord to do so, until Tenant notifies Landlord in writing be removed shall be removed within the last thirty (30) days of the date Tenant desires to commence construction or installation term. No portion of such Alterations and Landlord has approved such date in writing, in order that Landlord may post appropriate notices to avoid any liability to contractors or material suppliers for payment for Tenant’s improvements. Tenant will at all times permit such notices to OWNER’S Work shall be posted and to remain posted until the completion of workconsidered a specialty alteration.

Alterations. (a) Tenant shall not before or during the Term may, from time to time, at its expense, make or suffer to be made any alterations, additions alterations or improvements in or and to the Premises (herein hereinafter collectively called referred to as “Alterations”) without first obtaining Landlord’s written approval thereof based on detailed plans and specifications submitted by Tenant. Landlord’s approval may be withheld in Landlord’s sole and absolute discretion if any Alterations could in Landlord’s judgment affect the structure of the Building or the electrical, mechanical, heating, ventilation or air conditioning, life safety or plumbing systems of the Building (collectively the “Building Systems”), be visible from outside provided that Tenant first obtains the Premises, or require additional code compliance or similar work not included in the Alterations; otherwise, Landlord’s consent shall not be unreasonably withheld. Without limiting the foregoing, all Alterations shall also be subject to the provisions of Section 11.2 below. Notwithstanding the foregoing, Tenant shall be permitted to make Alterations that do not affect the structure of the Building or the Building Systems that in the aggregate do not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) without the prior written consent of Landlord; provided, however, except that Tenant does not have to request Landlord’s consent for any Alterations that are purely cosmetic and non-structural, and cost less than $50,000.00 per project. All of the following shall provide Landlord copies apply with respect to all Alterations: (a) the Alterations are non-structural and the structural integrity of the Property shall not be affected; (b) the Alterations are to the interior of the Premises; (c) the proper functioning of the mechanical, electrical, heating, ventilating, air-conditioning (“HVAC”), sanitary and other service systems of the Property shall not be affected and the usage of such systems by Tenant shall not be increased; and (d) Tenant shall have appropriate insurance coverage, reasonably satisfactory to Landlord, regarding the performance and installation of the Alterations. Additionally, before proceeding with any Alterations, Tenant shall (i) at Tenant’s expense, obtain all permitsnecessary governmental permits and certificates for the commencement and prosecution of Alterations; (ii) if Landlord’s consent is required for the planned Alteration, submit to Landlord, for its written approval, working drawings, plans and other related documents in connection specifications and all permits for the work to be done and Tenant shall not proceed with such Alterations. Alterations until it has received Landlord’s approval (bif required); and (iii) Any Alteration cause those contractors, materialmen and suppliers engaged to perform the Premises Alterations to deliver to Landlord certificates of insurance (in a form reasonably acceptable to Landlord) evidencing policies of commercial general liability insurance and workers’ compensation insurance. Such insurance policies shall satisfy all obligations imposed under Section 10.2. Tenant shall cause the Alterations to be at Tenant’s sole cost and expense, performed in compliance with all applicable permits, Laws and all requirements requested of public authorities, and with Landlord’s reasonable rules and regulations or any other restrictions that Landlord may impose on the Alterations. Tenant shall cause the Alterations to be diligently performed in a good and workmanlike manner, using new materials and equipment at least equal in quality and class to the standards for the Property established by Landlord. With respect to any and all Alterations for which Landlord’s consent is required, Tenant shall provide Landlord with “as built” plans (upon completion), copies of all construction contracts, governmental permits and certificates and proof of payment for all labor and materials, including, without limitation, the requirements copies of paid invoices and final lien waivers. If Landlord’s consent to any insurer providing coverage for the Premises or the Building or any part thereofAlterations is required, and in accordance with plans and specifications approved in writing by Landlord, and shall be constructed and installed by a contractor reasonably approved in writing by Landlord. As a further condition to giving Landlord provides that consent, with respect then at the time Landlord so consents, Landlord shall also advise Tenant whether or not Landlord shall require that Tenant remove such Alterations at the expiration or termination of this Lease. If Landlord requires Tenant to Alterations that could affect remove the structural components Alterations, then, during the remainder of the Building Systems or which in the aggregate exceed One Million Dollars ($1,000,000.00) in cost, Landlord may require Tenant to provide Landlord, at Tenant’s sole cost and expense, a payment and performance bond in form reasonably acceptable to Landlord, in a principal amount not less than the estimated costs of such Alterations, to ensure Landlord against any liability for mechanics’ and materialmen’s liens and to ensure completion of work. Before Alterations may begin, valid building permits or other permits or licenses required must be furnished to Landlord, and, once the Alterations begin, Tenant will diligently and continuously pursue their completion. Landlord may monitor construction of the Alterations and Tenant shall reimburse Landlord for its reasonable costs (including, without limitation, the costs of any construction manager retained by Landlord) in reviewing plans and documents and in monitoring construction. Tenant shall maintain during the course of construction, at its sole cost and expense, builders’ risk insurance for the amount of the completed value of the Alterations on an all-risk non-reporting form covering all improvements under construction, including building materials, and other insurance in amounts and against such risks as Landlord shall reasonably require in connection with the Alterations. In addition to and without limitation on the generality of the foregoingTerm, Tenant shall ensure be responsible for the maintenance of appropriate commercial property insurance (pursuant to Section 10.2) therefor; however, if Landlord shall not require that its contractor(s) procure and maintain in full force and effect during Tenant remove the course of construction a “broad form” commercial general liability and property damage policy of insurance naming LandlordAlterations, Tenant and such Alterations shall constitute Landlord’s lenders, if any, as additional insureds. The minimum limit of coverage of the aforesaid policy Property (defined below) and Landlord shall be in responsible for the amount insurance thereof, pursuant to Section 10.2. Landlord shall not charge Tenant any oversight, management, administrative or other fee for any Alterations or approvals of not less than Three Million Dollars ($3,000,000.00) for injury or death of one person in any one accident or occurrence and in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of more than one person in any one accident or occurrence, and shall contain a severability of interest clause or a cross liability endorsement. Such insurance shall further insure Landlord and Tenant against liability for property damage of at least Three Million Dollars ($3,000,000.00)Alterations. (c) Tenant agrees not to proceed to make any Alterations, notwithstanding consent from Landlord to do so, until Tenant notifies Landlord in writing of the date Tenant desires to commence construction or installation of such Alterations and Landlord has approved such date in writing, in order that Landlord may post appropriate notices to avoid any liability to contractors or material suppliers for payment for Tenant’s improvements. Tenant will at all times permit such notices to be posted and to remain posted until the completion of work.

Alterations. Except for non-structural Alterations that (ai) do not exceed $40,000 in the aggregate, (ii) are not visible from the exterior of the Premises, (iii) do not affect any Building System or the structural strength of the Building, (iv) do not require irreparable penetrations into the floor, ceiling or walls, (v) do not require work within the walls, below the floor or above the ceiling, (vi) do not require a permit and (vii) do not require a roof penetration, Tenant shall not before or during the Term make or suffer to be made permit any alterations, additions or improvements Alterations in or to the Premises (herein collectively called “Alterations”) without first obtaining Landlord’s written approval thereof based on detailed plans and specifications submitted by Tenant. Landlord’s approval may be withheld in Landlord’s sole and absolute discretion if any Alterations could in Landlord’s judgment affect the structure of the Building or the electricalconsent, mechanical, heating, ventilation or air conditioning, life safety or plumbing systems of the Building (collectively the “Building Systems”), be visible from outside the Premises, or require additional code compliance or similar work not included in the Alterations; otherwise, Landlord’s which consent shall not be unreasonably withheld, conditioned or delayed. Without limiting With respect to any Alterations made by or on behalf of Tenant (whether or not the foregoingAlteration requires Landlord’s consent): (i) not less than 10 days prior to commencing any Alteration, Tenant shall deliver to Landlord the plans, specifications and necessary permits for the Alteration, together with certificates evidencing that Tenant’s contractors and subcontractors have adequate insurance coverage naming Landlord and any other associated or affiliated entity as their interests may appear as additional insureds, (ii) Tenant shall obtain Landlord’s prior written approval of any contractor or subcontractor, (iii) the Alteration shall be constructed with new materials, in a good and workmanlike manner, and in compliance with all Laws and the plans and specifications delivered to, and, if required above, approved by Landlord, and (iv) Tenant shall reimburse to Landlord all costs and expenses incurred in connection with Landlord’s review of Tenant’s plans and specifications, and of any supervision or inspection of the construction Landlord deems necessary. Upon Landlord’s request Tenant shall, prior to commencing any Alteration, provide Landlord reasonable security against liens arising out of such construction, it being agreed that no additional security is required for Tenant’s Initial Alterations described below. Any Alteration by or on behalf of Tenant shall also be subject the property of Tenant until the expiration or termination of this Lease; at that time without payment by Landlord the Alteration shall, at Landlord’s option, either remain on the Premises and become the property of Landlord or be removed by Tenant, in which event Tenant will repair any resulting damage and will restore the Premises to the provisions condition existing prior to Tenant’s Alteration. At Tenant’s request prior to any Alterations being performed by, for, or on behalf of, Tenant, Landlord will notify Tenant in writing whether Tenant is required to remove the specific Alteration(s) at the expiration or termination of Section 11.2 belowthis Lease. Tenant may install its trade fixtures, furniture and equipment in the Premises, provided that the installation and removal of them will not affect any structural portion of the Premises, any Building System or any other equipment or facilities serving the Building or any occupant. Notwithstanding any provision of this Lease to the contrary, Tenant shall not make or cause to be made any roof penetration on the Premises which would affect the roof warranty, and Tenant shall not make or cause to be made any roof penetration without use of Landlord’s designated roof contractor. Notwithstanding the foregoing, Tenant shall be permitted to make Alterations that do not affect Landlord approves Tenant’s plans of initial alterations, as depicted on the structure floor plan attached hereto as Exhibit F (the “Initial Alterations”) and Tenant’s use of Iron Construction as the Building or the Building Systems that in the aggregate do not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) without the prior written consent of Landlordgeneral contractor; provided, however, that Tenant shall provide Landlord copies of all permits, plans obtain and other related documents in connection with such Alterations. (b) Any Alteration to the Premises shall be at Tenant’s sole cost and expense, in compliance comply with all applicable Laws permits and all requirements requested by Landlord, including, without limitation, the requirements of any insurer providing coverage approvals necessary for the Premises or the Building or any part thereof, and in accordance with plans and specifications approved in writing by Landlord, and shall be constructed and installed by a contractor reasonably approved in writing by Landlord. As a further condition to giving consent, with respect to Alterations that could affect the structural components of the Building Systems or which in the aggregate exceed One Million Dollars ($1,000,000.00) in cost, Landlord may require Tenant to provide Landlord, at Tenant’s sole cost and expense, a payment and performance bond in form reasonably acceptable to Landlord, in a principal amount not less than the estimated costs of such Alterations, to ensure Landlord against any liability for mechanics’ and materialmen’s liens and to ensure completion of work. Before Alterations may begin, valid building permits or other permits or licenses required must be furnished to Landlord, and, once the Alterations begin, Tenant will diligently and continuously pursue their completion. Landlord may monitor construction of the Initial Alterations and Tenant shall construct the Initial Alterations substantially in compliance with the plans attached hereto as Exhibit F. Tenant’s Initial Alterations shall be performed pursuant to this Section 12. Landlord also approves Tenant’s intention to convert the unfinished warehouse/storage area located in the Building to improved office space, at a later date during the Term, if at all; provided, however, (i) Tenant shall be required to obtain Landlord’s prior written consent to plans for such conversion, which consent shall not be unreasonably withheld, conditioned or delayed, (ii) Tenant shall obtain and comply with all permits and approvals necessary for such conversion, and (iii) Tenant shall make the conversion in compliance with the plans therefor converting the warehouse space into office space with similar characteristics as the existing office space, with such plans reasonably approved by Landlord (the “Warehouse Conversion”). Upon the delivery of (i) evidence of the completion of the Warehouse Conversion evidenced by proof of the final inspection and approval of the Warehouse Conversion by the appropriate governmental agency of the City of Sunnyvale, California and (ii) delivery of final lien waivers from all contractors and suppliers of materials for the Warehouse Conversion, Landlord shall, within thirty (30) days of receipt thereof, deliver to Tenant one hundred thousand dollars ($100,000.00) (the “Allowance”) to reimburse Landlord Tenant for its reasonable third party out-of-pocket costs (including, without limitation, governmental permit fees) incurred for the Warehouse Conversion. Any and all costs incurred by Tenant in excess of the Allowance are ▇▇▇▇▇▇’s obligation. If Landlord fails to deliver the Allowance to Tenant within thirty (30) days of Tenant’s separate written demand therefore, along with the foregoing required documentation, and provided Landlord has not notified Tenant of any construction manager retained by Landlord) in reviewing plans and documents and in monitoring construction. objection to the Allowance submittal invoices or the foregoing required documentation or dispute relating thereto, then Tenant shall maintain during have the course of construction, at its sole cost and expense, builders’ risk insurance for the right to offset such unpaid amount of the completed value of the Alterations on an all-risk non-reporting form covering all improvements under construction, including building materials, and other insurance in amounts and against such risks as Landlord shall reasonably require in connection with the Alterations. In addition to and without limitation on the generality of the foregoing, Tenant shall ensure that its contractor(s) procure and maintain in full force and effect during the course of construction a “broad form” commercial general liability and property damage policy of insurance naming Landlord, Tenant and Landlord’s lenders, if any, as additional insureds. The minimum limit of coverage of the aforesaid policy shall be in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of one person in any one accident or occurrence and in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of more than one person in any one accident or occurrence, and shall contain a severability of interest clause or a cross liability endorsement. Such insurance shall further insure Landlord and Tenant against liability for property damage of at least Three Million Dollars ($3,000,000.00). (c) Tenant agrees not to proceed to make any Alterations, notwithstanding consent from Landlord to do so, until Tenant notifies Landlord in writing of the date Tenant desires to commence construction or installation of such Alterations and Landlord has approved such date in writing, in order that Landlord may post appropriate notices to avoid any liability to contractors or material suppliers for payment for Tenant’s improvements. Tenant will at all times permit such notices obligation to be posted and to remain posted pay Rent until the completion of workAllowance is exhausted in full.

Alterations. (a) Tenant shall not before or during the Term make or suffer to be made any alterations, additions or improvements in or to the Premises or install any Cable in the Premises or other portions of the Building (herein collectively called referred to as “Alterations”) without first obtaining Landlord’s the written approval thereof based on detailed plans and specifications submitted by Tenantconsent of Landlord in each instance, which consent shall not be unreasonably withheld or delayed. Landlord’s approval may be withheld in Landlord’s sole and absolute discretion if any Alterations could in Landlord’s judgment affect the structure of the Building or the electrical, mechanical, heating, ventilation or air conditioning, life safety or plumbing systems of the Building (collectively the “Building Systems”), be visible from outside the Premises, or require additional code compliance or similar work not included in the Alterations; otherwiseHowever, Landlord’s consent shall not be unreasonably withheldrequired for any Alteration that satisfies all of the following criteria (a “Cosmetic Alteration”): (1) is of a cosmetic nature such as painting, wallpapering, hanging pictures and installing carpeting; (2) is not visible from the exterior of the Premises or Building; (3) will not affect the systems or structure of the Building; (4) does not require work to be performed inside the walls or above the ceiling of the Premises; and (5) the cost is not in excess of $50,000.00 in any one calendar year. Without limiting However, even though consent is not required, the foregoing, all performance of Cosmetic Alterations shall also be subject to all the other provisions of this Section 11.2 below. Notwithstanding the foregoingIX.C. Prior to starting work, Tenant shall furnish Landlord with plans and specifications reasonably acceptable to Landlord; names of contractors reasonably acceptable to Landlord (provided that Landlord may designate specific contractors with respect to Building systems provided that if such contractors are affiliated or related to Landlord or its affiliates then such contractors must charge competitive market rates); copies of contracts; necessary permits and approvals; evidence of contractor’s and subcontractor’s insurance in amounts reasonably required by Landlord; and any security for performance that is reasonably required by Landlord (provided that no security shall be permitted required for the Tenant Improvements). Changes to make the plans and specifications must also be submitted to Landlord for its approval. Alterations shall be constructed in a good and workmanlike manner using materials of a quality that do not affect is at least equal to the structure quality reasonably designated by Landlord as the minimum standard for the Building. Landlord may designate reasonable rules, regulations and procedures for the performance of work in the Building and, to the extent reasonably necessary to avoid disruption to the occupants of the Building or Building, shall have the Building Systems that in right to designate the aggregate do not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) without the prior written consent of Landlord; provided, however, that time when Alterations may be performed. Tenant shall provide reimburse Landlord copies within 30 days after receipt of all permits, plans an invoice for reasonable and other related documents in connection with such Alterations. (b) Any Alteration to the Premises shall be at actual sums paid by Landlord for third party examination of Tenant’s sole cost and expense, in compliance with all applicable Laws and all requirements requested plans for non-Cosmetic Alterations; provided that (i) “third-party examination” shall not include review by Landlord’s property manager, including(ii) plans shall not be sent for third party review unless Landlord’s property manager reasonably determines that it does not have the internal expertise to review a certain component of the plans (e.g., without limitation, review requiring expertise of a structural engineer) (iii) in the requirements event the cost of such third party review would in Landlord’s reasonable estimation exceed $1,500, Landlord will notify Tenant in sufficient time so that the approval request for an Alteration may be modified or withdrawn; and (iv) this sentence shall not be applicable to the initial Tenant Improvements (which shall insteadbe governed by the Work Letter attached hereto as Exhibit D). In addition, within 30 days after receipt of an invoice from Landlord, Tenant shall pay Landlord a fee for Landlord’s oversight and coordination of any insurer providing coverage non-Cosmetic Alterations equal to 5% of the permitted cost of the non-Cosmetic Alterations; provided that no such fee shall be due for the Premises or the Building or any part thereof, and in accordance with plans and specifications approved in writing by Landlord, and shall be constructed and installed by a contractor reasonably approved in writing by Landlordinitial Tenant Improvements. As a further condition to giving consent, with respect to Alterations that could affect the structural components of the Building Systems or which in the aggregate exceed One Million Dollars ($1,000,000.00) in cost, Landlord may require Tenant to provide Landlord, at Tenant’s sole cost and expense, a payment and performance bond in form reasonably acceptable to Landlord, in a principal amount not less than the estimated costs of such Alterations, to ensure Landlord against any liability for mechanics’ and materialmen’s liens and to ensure completion of work. Before Alterations may begin, valid building permits or other permits or licenses required must be furnished to Landlord, and, once the Alterations beginUpon completion, Tenant will diligently shall furnish “as-built” plans (except for Cosmetic Alterations), completion affidavits, full and continuously pursue their completion. Landlord may monitor construction final waivers of the Alterations lien and Tenant shall reimburse Landlord for its reasonable costs (including, without limitation, the costs of any construction manager retained by Landlord) in reviewing plans receipted bills covering all labor and documents and in monitoring constructionmaterials. Tenant shall maintain during the course of construction, at its sole cost and expense, builders’ risk insurance for the amount of the completed value of assure that the Alterations on an all-risk non-reporting form covering comply with (i) all improvements under construction, including building materials, Laws and other (ii) all insurance requirements set forth in amounts and against such risks as Landlord shall reasonably require this Lease and/or provided to Tenant in connection with the Alterations. In addition to and without limitation on the generality of the foregoing, Tenant shall ensure that its contractor(s) procure and maintain in full force and effect during the course of construction a “broad form” commercial general liability and property damage policy of insurance naming Landlord, Tenant and writing from Landlord’s lenders, if any, as additional insuredsinsurers. The minimum limit Landlord’s approval of coverage of an Alteration shall not be a representation by Landlord that the aforesaid policy shall Alteration complies with applicable Laws or will be in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of one person in any one accident or occurrence and in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of more than one person in any one accident or occurrence, and shall contain a severability of interest clause or a cross liability endorsement. Such insurance shall further insure Landlord and Tenant against liability for property damage of at least Three Million Dollars ($3,000,000.00). (c) Tenant agrees not to proceed to make any Alterations, notwithstanding consent from Landlord to do so, until Tenant notifies Landlord in writing of the date Tenant desires to commence construction or installation of such Alterations and Landlord has approved such date in writing, in order that Landlord may post appropriate notices to avoid any liability to contractors or material suppliers for payment adequate for Tenant’s improvements. Tenant will at all times permit such notices to be posted and to remain posted until the completion of workuse.

Alterations. Except for any Permitted Alterations (a) as defined below), Tenant shall not before or during the Term make or suffer to be made any alterations, additions additions, improvements, or improvements in or installations to the Premises (herein collectively called “Alterations”) without first obtaining Landlord’s written approval thereof based on detailed plans and specifications submitted by Tenant. Landlord’s approval may be withheld in Landlord’s sole and absolute discretion if any Alterations could in Landlord’s judgment affect the structure of the Building or the electrical, mechanical, heating, ventilation or air conditioning, life safety or plumbing systems of the Building (collectively the “Building Systems”), be visible from outside the Premises, or require additional code compliance attach any fixtures or similar work not included in equipment thereto, without the Alterations; otherwiseprior written consent of Landlord, Landlord’s consent which shall not be unreasonably withheldwithheld or delayed. Without limiting the foregoingAny request by Tenant to make any such alterations or additions shall in each instance be accompanied by plans and specifications for such alterations and additions in such detail as Landlord shall reasonably require and prepared by an architect/engineer designated by Landlord. Unless otherwise agreed, all Alterations such approved alterations and other improvements shall also be subject made by Landlord at Tenant’s sole expense and shall become the property of Landlord and be surrendered with the Premises upon the expiration of this Lease. However, Landlord may, at Landlord’s option and by written notice at the time such alteration, improvement, decoration or furnishing is approved, require Tenant to remove any or all such alterations, improvements (other than the initial Tenant Improvements), decorations, and furnishings pursuant to this Article only, and repair any damage to the provisions Premises resulting from such alterations, upon the expiration or earlier termination of Section 11.2 belowthis Lease. All construction work done by Tenant within the Premises shall be performed in good and workmanlike manner, in accordance with the plans and specifications approved by Landlord, in compliance with all governmental requirements, and in such a manner as to cause a minimum of interference with other tenants in the Building. Tenant agrees to indemnify Landlord and hold Landlord harmless against any loss, liability or damage resulting from such work, and Tenant shall, if requested by Landlord, furnish a bond or other security satisfactory to Landlord against any such loss, liability or damage. Notwithstanding the foregoing, Tenant shall be permitted have the right to make Alterations that do not affect the structure of the Building or the Building Systems that in the aggregate do not exceed Two Hundred Fifty Thousand Dollars non-structural, non-MEP ($250,000.00mechanical, electrical, plumbing) alterations without the prior written consent of Landlord; providedLandlord (“Permitted Alterations”), however, that Tenant shall provide Landlord copies of all permits, plans and other related documents in connection with such Alterations. so long as (bi) Any Alteration to the Premises shall be at Tenant’s sole cost and expense, in compliance with all applicable Laws and all requirements requested by Landlord, including, without limitation, the requirements of any insurer providing coverage for the Premises or the Building or any part thereof, and in accordance with plans and specifications approved in writing by Landlord, and shall be constructed and installed by a contractor reasonably approved in writing by Landlord. As a further condition to giving consent, with respect to Alterations that could affect the structural components of the Building Systems or which in the aggregate exceed One Million Dollars ($1,000,000.00) in cost, Landlord may require Tenant to provide Landlord, at Tenant’s sole cost and expense, a payment and performance bond in form reasonably acceptable to Landlord, in a principal amount not less than the estimated costs of such Alterations, to ensure Landlord against any liability for mechanics’ and materialmen’s liens and to ensure completion of work. Before Alterations may begin, valid building permits or other permits or licenses required must be furnished to Landlord, and, once the Alterations begin, Tenant will diligently and continuously pursue their completion. Landlord may monitor construction of the Alterations and Tenant shall reimburse Landlord for its reasonable costs (including, without limitation, the costs of any construction manager retained by Landlord) in reviewing plans and documents and in monitoring construction. Tenant shall maintain during the course of construction, at its sole cost and expense, builders’ risk insurance for the amount of the completed value of the Alterations on an all-risk non-reporting form covering all improvements under construction, including building materials, and other insurance in amounts and against such risks as Landlord shall reasonably require in connection with the Alterations. In addition to and without limitation on the generality of the foregoing, Tenant shall ensure that its contractor(s) procure and maintain in full force and effect during the course of construction a “broad form” commercial general liability and property damage policy of insurance naming Landlord, Tenant and Landlord’s lenders, if any, as additional insureds. The minimum limit of coverage of the aforesaid policy shall be in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of one person in any one accident or occurrence and in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of more than one person in any one accident or occurrence, and shall contain a severability of interest clause or a cross liability endorsement. Such insurance shall further insure Landlord and Tenant against liability for property damage of at least Three Million Dollars ($3,000,000.00). (c) Tenant agrees not to proceed to make any Alterations, notwithstanding consent from Landlord to do so, until Tenant notifies Landlord in writing of its intention to do such work at least ten (10) days prior to the date Tenant desires to commence construction or installation initiation of such Alterations work, (ii) Tenant provides to Landlord a copy of plans and specifications for such work, a construction schedule and a list of contractors and subcontractors, which shall be subject to Landlord’s reasonable approval, (iii) such alterations do not cause excessive loads on the Building and its systems and are not visible from the exterior of the Premises, and (iv) Tenant obtains and furnishes to Landlord has approved such date in writingrequired building permits and certificates of occupancy, in order that Landlord may post appropriate notices to avoid if any liability to contractors or material suppliers for payment for are required. At the time of Landlord’s review of Tenant’s improvements. plans and specifications for Permitted Alterations, Landlord will notify Tenant will whether or not any of such Permitted Alterations must be removed at all times permit such notices to be posted and to remain posted until the completion expiration or termination of workthe Term.

Alterations. (a) Tenant Issuers shall obtain Trustee’s prior consent to any alterations to any Improvements, which consent shall not before be unreasonably withheld or during delayed. Notwithstanding the Term make or suffer to be made any alterationsforegoing, additions or improvements in or to the Premises (herein collectively called “Alterations”) without first obtaining Landlord’s written approval thereof based on detailed plans and specifications submitted by Tenant. Landlord’s approval may be withheld in Landlord’s sole and absolute discretion if any Alterations could in Landlord’s judgment affect the structure of the Building or the electrical, mechanical, heating, ventilation or air conditioning, life safety or plumbing systems of the Building (collectively the “Building Systems”), be visible from outside the Premises, or require additional code compliance or similar work not included in the Alterations; otherwise, LandlordTrustee’s consent shall not be required in connection with (i) any alterations in connection with Required Repairs, Replacements or Restorations performed in accordance with the terms and provisions of this Indenture, (ii) alterations provided for in any Annual Budget, (iii) (A) any emergency alterations in response to a material threat of danger to the safety and well-being of hotels guests and employees of Issuers or a material threat of injury to or destruction of the Improvements or (B) alterations that are required by a change in the applicable law, provided that, in the case of clause (A) or (B), Issuers shall give notice thereof to Trustee, together with a reasonably detailed description of the alteration and the emergency or change in law giving rise to such alteration (it being understood and agreed that if the cost of such alterations exceed $2,000,000, the excess costs shall be the liability of the Issuers in accordance with Section 9.03(a)(vi) until such alteration has been approved by Servicer for the Trustee, such approval not to be unreasonably withheld, conditioned or delayed); or (iv) alterations that will not have a Material Adverse Effect; provided that the alterations under clause (iv) above (I) are made in connection with tenant improvement work performed pursuant to the terms of any Lease executed on or before the date hereof or (II) do not adversely affect any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements and the aggregate cost thereof does not exceed Five Hundred Thousand and 00/100 Dollars ($500,000). Without limiting If the foregoingtotal unpaid amounts due and payable with respect to alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants under the Leases or to be paid from any applicable Reserve Fund) shall at any time exceed Five Hundred Thousand and 00/100 Dollars ($500,000) (the “Threshold Amount”), all Alterations Issuers shall also promptly deliver to Trustee as security for the payment of such amounts and as additional security for Issuers’ obligations under the Financing Documents any of the following: (A) cash, (B) U.S. Obligations, (C) other securities having a rating acceptable to Trustee and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any Securities or any class thereof in connection with any Securitization, or (D) a completion and performance bond or an irrevocable letter of credit (payable on sight draft only) issued by a financial institution having a rating by S&P of not less than “A-1+” if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Trustee and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any Securities or any class thereof in connection with any Securitization. Such security shall be in an amount equal to the excess of the total unpaid amounts with respect to alterations to the Improvements on the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount and, subject to the provisions terms of Section 11.2 below. Notwithstanding the foregoing10.06, Tenant Trustee shall be permitted to make Alterations that do not affect the structure of the Building or the Building Systems that in the aggregate do not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) without the prior written consent of Landlord; provided, however, that Tenant shall provide Landlord copies of all permits, plans and other related documents in connection with such Alterations. (b) Any Alteration to the Premises shall be at Tenant’s sole cost and expense, in compliance with all applicable Laws and all requirements requested by Landlord, including, without limitation, the requirements of any insurer providing coverage for the Premises or the Building or any part thereof, and in accordance with plans and specifications approved in writing by Landlord, and shall be constructed and installed by a contractor reasonably approved in writing by Landlord. As a further condition to giving consentor, with respect to Alterations that could affect the structural components a letter of the Building Systems credit or which performance bond, may) apply such security from time to time to pay for such alterations in the aggregate exceed One Million Dollars ($1,000,000.00) in cost, Landlord may require Tenant to provide Landlord, at Tenant’s sole cost and expense, a payment and performance bond in form reasonably acceptable to Landlord, in a principal amount not less than the estimated costs of such Alterations, to ensure Landlord against any liability for mechanics’ and materialmen’s liens and to ensure completion of work. Before Alterations may begin, valid building permits or other permits or licenses required must be furnished to Landlord, and, once the Alterations begin, Tenant will diligently and continuously pursue their completion. Landlord may monitor construction of the Alterations and Tenant shall reimburse Landlord for its reasonable costs (including, without limitation, the costs of any construction manager retained by Landlord) in reviewing plans and documents and in monitoring construction. Tenant shall maintain during the course of construction, at its sole cost and expense, builders’ risk insurance for the amount of the completed value of the Alterations on an all-risk non-reporting form covering all improvements under construction, including building materials, and other insurance in amounts and against such risks as Landlord shall reasonably require in connection accordance with the Alterations. In addition procedures and requirements set forth in Section 10.03 relating to and without limitation on the generality disbursement of funds from the foregoing, Tenant shall ensure that its contractor(s) procure and maintain in full force and effect during the course of construction a “broad form” commercial general liability and property damage policy of insurance naming Landlord, Tenant and Landlord’s lenders, if any, as additional insureds. The minimum limit of coverage of the aforesaid policy shall be in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of one person in any one accident or occurrence and in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of more than one person in any one accident or occurrence, and shall contain a severability of interest clause or a cross liability endorsement. Such insurance shall further insure Landlord and Tenant against liability for property damage of at least Three Million Dollars ($3,000,000.00)Replacement Reserve Account. (c) Tenant agrees not to proceed to make any Alterations, notwithstanding consent from Landlord to do so, until Tenant notifies Landlord in writing of the date Tenant desires to commence construction or installation of such Alterations and Landlord has approved such date in writing, in order that Landlord may post appropriate notices to avoid any liability to contractors or material suppliers for payment for Tenant’s improvements. Tenant will at all times permit such notices to be posted and to remain posted until the completion of work.

Alterations. (a) Tenant shall not before or during the Term may, from time to time, at its expense, make or suffer to be made any alterations, additions alterations or improvements in or and to the Premises (herein hereinafter collectively called referred to as “Alterations”) without first obtaining Landlord’s written approval thereof based on detailed plans and specifications submitted by Tenant. Landlord’s approval may be withheld in Landlord’s sole and absolute discretion if any Alterations could in Landlord’s judgment affect the structure of the Building or the electrical, mechanical, heating, ventilation or air conditioning, life safety or plumbing systems of the Building (collectively the “Building Systems”), be visible from outside provided that Tenant first obtains the Premiseswritten consent of Landlord, or require additional code compliance or similar work not included in the Alterations; otherwise, Landlord’s which consent shall not be unreasonably withheldwithheld or delayed. Without limiting All of the foregoing, following shall apply with respect to all Alterations: (a) the Alterations are non-structural and the structural integrity of the Property shall also not be affected; (b) the Alterations are to the interior of the Premises; (c) subject to the provisions modifications approved by Landlord in writing to the mechanical, electrical, heating, ventilating, air-conditioning (“HVAC”) which are part of Section 11.2 belowthe Tenant Improvements, the proper functioning of the HVAC, sanitary and other service systems of the Property shall not be affected and the usage of such systems by Tenant shall not be increased; (d) Tenant shall have appropriate insurance coverage, reasonably satisfactory to Landlord, regarding the performance and installation of the Alterations; and (e) Tenant shall have provided Landlord with reasonably detailed plans for such Alterations in advance of requesting Landlord’s consent. Notwithstanding the foregoingAdditionally, before proceeding with any Alterations, Tenant shall be permitted (i) at Tenant’s reasonable expense, obtain all necessary governmental permits and certificates for the commencement and prosecution of Alterations; (ii) if Landlord’s consent is required for the planned Alteration, submit to make Alterations that do not affect the structure of the Building or the Building Systems that in the aggregate do not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) without the prior Landlord, for its written consent of Landlord; providedapproval, however, that Tenant shall provide Landlord copies of all permitsworking drawings, plans and other related documents in connection specifications and all permits for the work to be done and Tenant shall not proceed with such Alterations. Alterations until it has received Landlord’s approval (bif required), which approval shall not be unreasonably withheld or delayed; and (iii) Any Alteration cause those contractors, materialmen and suppliers engaged to perform the Premises Alterations to deliver to Landlord certificates of insurance (in a form reasonably acceptable to Landlord) evidencing policies of commercial general liability insurance (providing the same coverages as required in Section 10.2 above) and workers’ compensation insurance. Such insurance policies shall satisfy the obligations imposed under Section 10.2. Tenant shall cause the Alterations to be at Tenant’s sole cost and expense, performed in compliance with all applicable permits, Laws and all requirements requested of public authorities, and with Landlord’s reasonable, non-discriminatory rules and regulations or any other reasonable restrictions that Landlord may impose on the Alterations. Tenant shall cause the Alterations to he diligently performed in a good and workmanlike manner, using new materials and equipment at least equal in quality and class to the standards for the Property reasonably established by Landlord. Tenant shall provide Landlord with “as built” plans, copies of all construction contracts, governmental permits and certificates and proof of payment for all labor and materials, including, without limitation, the requirements copies of paid invoices and final lien waivers. If Landlord’s consent to any insurer providing coverage for the Premises or the Building or any part thereofAlterations is required, and in accordance with plans and specifications approved in writing by Landlord, and shall be constructed and installed by a contractor reasonably approved in writing by Landlord. As a further condition to giving Landlord provides that consent, with respect then at the time Landlord so consents, Landlord shall also advise Tenant whether or not Landlord shall require that Tenant remove such Alterations at the expiration or termination of this Lease. If Landlord requires Tenant to Alterations that could affect remove the structural components Alterations, then, during the remainder of the Building Systems or which in the aggregate exceed One Million Dollars ($1,000,000.00) in cost, Landlord may require Tenant to provide Landlord, at Tenant’s sole cost and expense, a payment and performance bond in form reasonably acceptable to Landlord, in a principal amount not less than the estimated costs of such Alterations, to ensure Landlord against any liability for mechanics’ and materialmen’s liens and to ensure completion of work. Before Alterations may begin, valid building permits or other permits or licenses required must be furnished to Landlord, and, once the Alterations begin, Tenant will diligently and continuously pursue their completion. Landlord may monitor construction of the Alterations and Tenant shall reimburse Landlord for its reasonable costs (including, without limitation, the costs of any construction manager retained by Landlord) in reviewing plans and documents and in monitoring construction. Tenant shall maintain during the course of construction, at its sole cost and expense, builders’ risk insurance for the amount of the completed value of the Alterations on an all-risk non-reporting form covering all improvements under construction, including building materials, and other insurance in amounts and against such risks as Landlord shall reasonably require in connection with the Alterations. In addition to and without limitation on the generality of the foregoingTerm, Tenant shall ensure be responsible for the maintenance of appropriate commercial property insurance (pursuant to Section 10.2) therefor; however, if Landlord shall not require that its contractor(s) procure and maintain in full force and effect during Tenant remove the course of construction a “broad form” commercial general liability and property damage policy of insurance naming LandlordAlterations, Tenant and such Alterations shall constitute Landlord’s lenders, if any, as additional insureds. The minimum limit of coverage of the aforesaid policy Property and Landlord shall be in responsible for the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of one person in any one accident or occurrence and in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of more than one person in any one accident or occurrenceinsurance thereof, and shall contain a severability of interest clause or a cross liability endorsement. Such insurance shall further insure Landlord and Tenant against liability for property damage of at least Three Million Dollars ($3,000,000.00)pursuant to Section 10.1. (c) Tenant agrees not to proceed to make any Alterations, notwithstanding consent from Landlord to do so, until Tenant notifies Landlord in writing of the date Tenant desires to commence construction or installation of such Alterations and Landlord has approved such date in writing, in order that Landlord may post appropriate notices to avoid any liability to contractors or material suppliers for payment for Tenant’s improvements. Tenant will at all times permit such notices to be posted and to remain posted until the completion of work.

Alterations. (a) Tenant shall not before make, suffer or during the Term make or suffer permit to be made any alterations, additions or improvements in to or to of the Premises or any part thereof, or remove any portion of the Premises which is affixed thereto, or permanently attach any fixtures or equipment thereto (herein collectively called collectively, the “Alterations”) ), without first notifying Landlord of such proposed Alterations and obtaining Landlord’s written approval thereof based on detailed plans and specifications submitted by Tenant. Landlord’s approval may be withheld in Landlord’s sole and absolute discretion if any Alterations could in Landlord’s judgment affect the structure of the Building or the electricalconsent, mechanical, heating, ventilation or air conditioning, life safety or plumbing systems of the Building (collectively the “Building Systems”), be visible from outside the Premises, or require additional code compliance or similar work not included in the Alterations; otherwise, Landlord’s which consent shall not be unreasonably withheldwithheld and which consent shall be requested by Tenant not legs than ten (10) days prior to the commencement of any such work. Without limiting Landlord shall notify Tenant of its consent or disapproval to Alterations within ten (10) days following the foregoing, later to occur of (x) receipt of Tenant’s notice requesting such consent and (y) the date upon which ▇▇▇▇▇▇▇▇ receives all documents and information reasonably requested in connection with its evaluation of the proposed Alteration. Tenant’s request for ▇▇▇▇▇▇▇▇’s consent to any proposed Alterations shall also include a description of the proposed Alterations and shall be subject accompanied by materials sufficient to enable Landlord to evaluate the provisions request. Depending on the nature and extent of Section 11.2 belowthe proposed Alterations, it is anticipated that such materials could range from paint chips, internally prepared diagrams, plans and specifications prepared by licensed architects and engineers, a description of proposed construction means and methods, the identity of any contractor or subcontractor to be employed in the construction of the Alterations, the estimated cost of such work and the estimated time for performance thereof. Notwithstanding ▇▇▇▇▇▇’s notice requesting consent shall describe the foregoingAlterations and the anticipated commencement date thereon so that Landlord may file a notice of nonresponsibility described in Sections 3094 and 3129 of the California Civil Code. The construction of the Tenant Improvements (as defined in the Work Letter) shall be governed by the terms of the Work Letter. However, Tenant shall not be permitted obligated to make Alterations that do not affect obtain Landlord’s consent for a particular Alteration (although the structure above notice will always be required) in the following circumstances (“Minor Alterations”): (i) the cost of the Building or the Building Systems that Alteration in question and all work being done by Tenant in the aggregate do not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) without the prior written consent of Landlord; provided, however, that Tenant shall provide Landlord copies of all permits, plans and other related documents Premises in connection with such Alterations. (b) Any Alteration to the Premises shall be at Tenant’s sole cost and expense, in compliance with all applicable Laws does not exceed $150,000 and all requirements requested by prior Alterations for which Landlord’s consent was not required will not exceed $300,000 in any twelve (12) month period; (ii) the Alteration in question will have no effect on the various systems of the Building, including, including without limitation, the requirements HVAC, plumbing and fire protection systems, the Building structure or the exterior appearance of any insurer providing coverage the Building, and (iii) such Alteration will not cause Tenant to exceed the maximum floor load for the Premises or the Building or any part thereof, and in accordance with plans and specifications approved in writing by Landlord, and shall be constructed and installed by a contractor reasonably approved in writing by LandlordBuilding. As a further condition to giving consent, with respect to Alterations that could affect the structural components of the Building Systems or which in the aggregate exceed One Million Dollars ($1,000,000.00) in cost, Landlord may require Tenant to provide Landlord, at Tenant’s sole cost and expense, a payment and performance bond in form reasonably acceptable to Landlord, in a principal amount not less than the estimated costs of such Except for Minor Alterations, Tenant shall pay to ensure Landlord against on demand an amount equal to two percent (2%) of all hard costs incurred by Tenant or its contractors or agents in connection with any liability Alterations to cover Landlord’s overhead and expenses for mechanics’ plan review, coordination, scheduling and materialmen’s liens and to ensure completion of worksupervision. Before Alterations may beginIn addition, valid building permits or other permits or licenses required must be furnished to Landlordexcept for Minor Alterations, andupon demand, once the Alterations begin, Tenant will diligently and continuously pursue their completion. Landlord may monitor construction of the Alterations and Tenant shall reimburse Landlord for its all reasonable out-of-pocket costs (incurred by Landlord in connection with any Alterations, including, without limitation, the costs of any construction manager retained third-party architects, engineers or consultants hired by Landlord to review drawings for Alterations. (b) Landlord may impose, as a condition of its consent to all Alterations such requirements as Landlord reasonably deems desirable including, but not limited to: (i) the requirement that upon Landlord’s request, made at the time such consent is given, Tenant shall, at Tenant’s expense, remove such Alterations upon the expiration or any early termination of the Lease Term and repair any damage to the Premises and Building caused by such removal; (ii) the requirement that Tenant utilize for such purposes only contractors, materials, mechanics and materialmen selected by Tenant and approved by Landlord, which approval shall not be unreasonably withheld or delayed; and/or (iii) require that Tenant fully comply with the provisions of Section 8700 of the California Civil Code or submit evidence satisfactory to Landlord that Tenant is exempt from the requirements of such Section 8700. Notwithstanding the foregoing, to the extent any Alterations would materially affect the systems of the Building, including without limitation, the HVAC, plumbing, and fire protection systems, the exterior of the Building or any equipment located on the exterior of the Building, any portion of the Project outside of the Building or any structural component of the Building, such Alterations shall be subject to Landlord’s consent in reviewing plans the exercise of its sole discretion; to the extent such Alterations would merely affect the systems of the Building, including without limitation, the HVAC, plumbing, and documents and in monitoring constructionfire protection systems, but not materially, Tenant shall observe reasonable rules relating thereto established by Landlord. Tenant shall maintain construct such Alterations and perform any repairs which Tenant is obligated to perform hereunder at Tenant’s cost and in conformance with any and all applicable rules and regulations of any federal, state, county or municipal code or ordinance and pursuant to a valid building permit, issued by the city and/or county in which the Building is located, in conformance with Landlord’s construction rules and regulations. Neither Landlord’s selection or approval of a contractor nor its approval of the plans, specifications and working drawings for Alterations shall create any responsibility or liability on the part of Landlord for the quality or adequacy of the contractor, for the completeness, design sufficiency, or compliance of such plans, specifications and working drawings with all laws, rules and regulations of governmental agencies or authorities. All work with respect to any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises shall at all times be a complete unit except during the course period of construction, at its sole cost and expense, builders’ risk insurance work. Tenant shall cause all work to be performed in such manner as not to obstruct access to the Project or the Common Areas for the amount any other tenant of the completed value Project, and as not to obstruct the business of Landlord or other tenants in the Project, or unreasonably interfere with the labor force working on the Project. Promptly upon completion of any Alterations, if required by code, ▇▇▇▇▇▇ agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the county in which the Building is located in accordance with Section 8182 of the Civil Code of the State of California or any successor statute, and Tenant shall deliver to Landlord a reproducible copy of the “as built” drawings of the Alterations on an all-risk non-reporting form covering all improvements under construction, including building materials, and other insurance in amounts and against such risks as Landlord shall reasonably require in connection with the Alterations. In addition to and without limitation on the generality of the foregoing, Tenant shall ensure that its contractor(s) procure and maintain in full force and effect during the course of construction a “broad form” commercial general liability and property damage policy of insurance naming Landlord, Tenant and Landlord’s lendersand, if anyavailable, as additional insureds. The minimum limit of coverage of the aforesaid policy shall be such drawings in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of one person in any one accident or occurrence and in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of more than one person in any one accident or occurrence, and shall contain a severability of interest clause or a cross liability endorsement. Such insurance shall further insure Landlord and Tenant against liability for property damage of at least Three Million Dollars ($3,000,000.00)“CAD” format. (c) All Alterations which may be installed or placed in or about the Premises, and all signs installed in, on or about the Premises, from time to time, shall be at the sole cost of Tenant agrees not and shall be and become the property of Landlord, other than trade fixtures and equipment which may be removed without material damage to proceed the Premises on the expiration of the Lease Term or its earlier termination; provided, however, that to make the extent any trade fixtures and equipment were installed or placed in or about the Premises at the cost and expense of Landlord, such trade fixtures and equipment shall remain the property of Landlord upon expiration of the Lease Term or its earlier termination. If Tenant fails to complete such removal and/or to repair any damage caused by the removal of any Alterations, notwithstanding consent from Landlord to do sothen as a matter which shall survive termination of this Lease, until Tenant notifies Landlord in writing of the date Tenant desires to commence construction or installation of such Alterations and Landlord has approved such date in writing, in order that Landlord may post appropriate notices do so and may charge the cost thereof to avoid Tenant. Tenant hereby indemnifies and holds Landlord harmless from any liability liability, cost, obligation, expense or claim of lien in any manner relating to contractors the installation, placement, removal or material suppliers for payment for financing of any Alterations by Tenant or at Tenant’s improvements. Tenant will at all times permit such notices to be posted and to remain posted until the completion of workbehest.

Alterations. (a) Tenant shall not before or during have the Term make or suffer to be made any alterations, additions or improvements in or to the Premises (herein collectively called “Alterations”) without first obtaining Landlord’s written approval thereof based on detailed plans and specifications submitted by Tenant. Landlord’s approval may be withheld in Landlord’s sole and absolute discretion if any Alterations could in Landlord’s judgment affect the structure of the Building or the electricalcomplete right and authority, mechanical, heating, ventilation or air conditioning, life safety or plumbing systems of the Building (collectively the “Building Systems”), be visible from outside the Premises, or require additional code compliance or similar work not included in the Alterations; otherwise, without Landlord’s consent shall not be unreasonably withheld. Without limiting the foregoing, all Alterations shall also be or approval but subject to the provisions of Section 11.2 below. Notwithstanding the foregoingcontained in any REAs and Overleases relating to alterations, Tenant shall be permitted to make Alterations that do not affect the structure of the Building alter or the Building Systems that change each Property Location in the aggregate do not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) without the prior written consent of Landlord; provided, however, that Tenant shall provide Landlord copies of all permits, plans and other related documents in connection with such Alterations. (b) Any Alteration to the Premises shall be at Tenant’s sole cost and expense, in compliance with all applicable Laws and all requirements requested by Landlordany way, including, without limitation, the requirements dividing each Property Location (excluding any subdivision of any insurer providing coverage land) and adding additional signage; provided that (i) Tenant gives Landlord prior written notice of any material alterations, and (ii) at any one time Tenant may not make any proposed structural alterations to any Property Location in excess of Two Million Dollars ($2,000,000) per Lease Year, increased annually based on increases in the CPI (as defined in Section 31.16) (the “Alteration Cap”), without Landlord’s prior written consent, which consent shall not be unreasonably, withheld, conditioned or delayed, it being understood, however, that the refusal or failure of Landlord’s Mortgagee to grant consent (to the extent required and applicable) to the alterations shall be a reasonable basis for Landlord to withhold its consent. For the Premises purposes of this Lease, the term “structural” shall mean the roof, foundation or the load-bearing walls of any Building. In addition, Tenant shall not demolish, replace or materially alter any structural or non-structural portions of any Building or any other improvements located on a Property Location, or any part thereof, or make any addition thereto, whether voluntary or in connection with a repair or Restoration (as defined in Section 14.01) required by this Lease (collectively, the “Capital Improvement”), unless Tenant shall comply with the following requirements: (a) Each Capital Improvement, when completed, shall be of such a character as not to materially reduce the value of the applicable Property Location below its value immediately before construction of such Capital Improvement was commenced; (b) Each Capital Improvement shall be made with reasonable diligence (subject to Force Majeure) and in accordance a good and workmanlike manner and in compliance with plans all applicable permits and specifications approved in writing authorizations and, as applicable, any of the REAs and Overleases. No Capital Improvement shall impair the safety or structural integrity of the applicable Building; (c) In connection with the construction of any Capital Improvement, the applicable Property Location and the assets of Landlord shall (subject to the provisions of Article 26) at all times be free of liens for work, services, labor and materials supplied or claimed to have been supplied to the applicable Property Location; (d) No structural Capital Improvement shall be undertaken without obtaining the insurance required by LandlordSection 6.01 hereof, and “all risk” builder’s risk property insurance for the full replacement cost of the subject Capital Improvement on a completed value basis; (e) No Capital Improvement shall be constructed undertaken until Tenant shall have procured and installed by a contractor reasonably approved paid for, insofar as the same may be required from time to time, all permits and authorizations of all governmental authorities for such Capital Improvement. Landlord shall join in writing by the application for such permit or authorization and cooperate with Tenant and execute any additional documents as may be necessary to allow Tenant to complete the alterations and changes, provided it is made without cost, liability, obligation or expense to Landlord. As Tenant agrees that it will defend, indemnify and hold harmless the Landlord Indemnified Parties from and against any and all Losses arising from or related to construction of any Capital Improvements and any failure to comply with the requirements in connection with a further condition to giving consent, with respect to Alterations that could affect the structural components Capital Improvement as described in this Section; (f) All Capital Improvements shall be deemed a part of the Building Systems Premises and, except as set forth in Section 7.02, belong to Landlord at the expiration or which in early termination of the aggregate Term, and Tenant shall execute and deliver to Landlord such instruments as Landlord may require to evidence the ownership by Landlord of such Capital Improvements; and (g) Excluding Capital Improvements required as a result of any condemnation or casualty or required to comply with Legal Requirements, the maximum costs of Capital Improvements that are not substantially complete or not fully paid for by Tenant, at any one time, shall not exceed One Thirty Million Dollars ($1,000,000.00) 30,000,000), increased annually based on increases in cost, Landlord may require Tenant to provide Landlord, at Tenant’s sole cost and expense, a payment and performance bond in form reasonably acceptable to Landlord, in a principal amount not less than the estimated costs of such Alterations, to ensure Landlord against any liability for mechanics’ and materialmen’s liens and to ensure CPI. Upon completion of work. Before Alterations may begin, valid building permits or other permits or licenses required must be furnished to Landlord, and, once the Alterations begin, Tenant will diligently and continuously pursue their completion. Landlord may monitor construction of the Alterations and Tenant shall reimburse Landlord for its reasonable costs (including, without limitation, the costs of any construction manager retained by Landlord) in reviewing plans and documents and in monitoring construction. Tenant shall maintain during the course of construction, at its sole cost and expense, builders’ risk insurance for the amount of the completed value of the Alterations on an all-risk non-reporting form covering all improvements under construction, including building materials, and other insurance in amounts and against such risks as Landlord shall reasonably require in connection with the Alterations. In addition to and without limitation on the generality of the foregoingCapital Improvements, Tenant shall ensure promptly provide Landlord with (1) an architect’s certificate certifying that its contractor(sthe Capital Improvements have been completed in conformity with the plans and specifications therefor (if the alterations are of such a nature as would customarily require the issuance of such certificate from an architect), (2) procure and maintain in full force and effect during a certificate of occupancy (if the course alterations are of construction such a “broad form” commercial general liability and property damage policy nature as would require the issuance of insurance naming Landlord, Tenant and Landlord’s lenders, if any, as additional insureds. The minimum limit a certificate of coverage of the aforesaid policy shall be in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of one person in any one accident or occurrence and in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of more than one person in any one accident or occurrenceoccupancy under applicable Laws), and shall contain a severability of interest clause (3) any other documents or a cross liability endorsement. Such insurance shall further insure Landlord and Tenant against liability for property damage of at least Three Million Dollars ($3,000,000.00)information reasonably requested by Landlord. (c) Tenant agrees not to proceed to make any Alterations, notwithstanding consent from Landlord to do so, until Tenant notifies Landlord in writing of the date Tenant desires to commence construction or installation of such Alterations and Landlord has approved such date in writing, in order that Landlord may post appropriate notices to avoid any liability to contractors or material suppliers for payment for Tenant’s improvements. Tenant will at all times permit such notices to be posted and to remain posted until the completion of work.

Alterations. (a) Tenant shall will not before or during the Term make or suffer to be made any alterations, additions or improvements in excess of $1,000, excluding the initial Tenant Improvements, (collectively "Alterations") to or to upon the Premises (herein collectively called “Alterations”) Premises, Building, or any part thereof, or attach any fixtures or equipment thereto, without first obtaining Landlord’s 's written approval thereof based on detailed plans and specifications submitted by Tenant. Landlord’s approval may be withheld in Landlord’s sole and absolute discretion if any Alterations could in Landlord’s judgment affect the structure of the Building or the electricalapproval, mechanical, heating, ventilation or air conditioning, life safety or plumbing systems of the Building (collectively the “Building Systems”), be visible from outside the Premises, or require additional code compliance or similar work not included in the Alterations; otherwise, Landlord’s consent which shall not be unreasonably withheldwithheld or delayed. Without limiting Any Alterations to or upon the foregoing, all Alterations Premises shall also be made by Tenant at Tenant's sole cost and expense and any contractor selected by Tenant to make the same shall be subject to Landlord's reasonable prior written approval. All such Alterations permanent in character, made in or upon the provisions Premises either by Tenant or Landlord, may at the option of Section 11.2 belowLandlord, become Landlord's property and, at the end of the term or any extension hereof, shall remain on the Premises without compensation to Tenant unless Landlord requests that Tenant remove any such Alterations. Notwithstanding the foregoingabove, Tenant shall be permitted to make Alterations that do not affect the structure of the Building or the Building Systems that in the aggregate do not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) without the prior written consent of Landlord; provided, however, that Tenant shall provide Landlord copies of all permits, plans Tenant's work stations and other related documents in connection with such Alterationsitems of personal property shall remain Tenant's property. (b) Any Alteration Alterations shall, when completed, be of such a character as not to lessen the value of the Premises or such improvements as may be then located thereon. Any Alterations shall be at Tenant’s sole cost made promptly and expense, in a good workmanlike manner and in compliance with all applicable Laws permits and authorizations and building and zoning laws and with all requirements requested by Landlordother laws, includingordinances, without limitationorders, the rules, regulations and requirements of any insurer providing coverage for the Premises or the Building or any part thereofall federal, state and in accordance with plans municipal governments, departments, commissions, boards and specifications approved in writing by Landlord, and shall be constructed and installed by a contractor reasonably approved in writing by Landlordoffices. As a further condition to giving consent, with respect to Alterations that could affect the structural components of the Building Systems or which in the aggregate exceed One Million Dollars ($1,000,000.00) in cost, Landlord may require Tenant to provide Landlord, at Tenant’s sole cost and expense, a payment and performance bond in form reasonably acceptable to Landlord, in a principal amount not less than the estimated costs of such Alterations, to ensure Landlord against any liability for mechanics’ and materialmen’s liens and to ensure completion of work. Before Alterations may begin, valid building permits or other permits or licenses required must be furnished to Landlord, and, once the Alterations begin, Tenant will diligently and continuously pursue their completion. Landlord may monitor construction of the Alterations and Tenant shall reimburse Landlord for its reasonable costs (including, without limitation, the The costs of any construction manager retained such Alterations shall be paid by Landlord) in reviewing plans Tenant, so that the Premises be free of liens for services performed, labor and documents and in monitoring constructionmaterial supplied or claimed to have been supplied. Tenant Before any Alterations shall maintain during the course of construction, at its sole cost and expense, builders’ risk insurance for the amount of the completed value of the Alterations on an all-risk non-reporting form covering all improvements under construction, including building materials, and other insurance in amounts and against such risks as Landlord shall reasonably require in connection with the Alterations. In addition to and without limitation on the generality of the foregoingbe commenced, Tenant shall pay any increase in premiums on insurance policies (provided for herein) or ensure that its contractor(s) procure and maintain adequate coverage is in full force and effect during place for all risks related to the course of construction a “broad form” commercial general liability and property damage policy of insurance naming Landlord, Tenant and Landlord’s lenders, if any, as additional insureds. The minimum limit of coverage of the aforesaid policy shall be in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of one person in any one accident or occurrence and in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of more than one person in any one accident or occurrence, and shall contain a severability of interest clause or a cross liability endorsement. Such insurance shall further insure Landlord and Tenant against liability for property damage of at least Three Million Dollars ($3,000,000.00). (c) Tenant agrees not to proceed to make any Alterations, notwithstanding consent from Landlord to do so, until Tenant notifies Landlord in writing of the date Tenant desires to commence construction or installation of such Alterations and Landlord has approved such date in writing, in order that Landlord may post appropriate notices to avoid any liability to contractors or material suppliers for payment for Tenant’s improvements. Tenant will at all times permit such notices to be posted and to remain posted until the completion increased value of workthe Premises.

Alterations. (a) After the Commencement Date, Tenant shall not before make any Alterations in, on or during the Term make or suffer to be made any alterations, additions or improvements in or to about the Premises (herein collectively called “Alterations”) without first obtaining Landlord’s prior written approval thereof based on detailed plans and specifications submitted by Tenant. Landlord’s approval may consent, which consent shall not be withheld in Landlord’s sole and absolute discretion if any Alterations could in Landlord’s judgment affect the structure of the Building or the electricalunreasonably withheld, mechanical, heating, ventilation or air conditioning, life safety or plumbing systems of the Building (collectively the “Building Systems”), be visible from outside the Premisesconditioned, or require additional code compliance or similar work not included in the Alterationsdelayed; otherwiseprovided, however, that Landlord’s consent shall not be unreasonably withheld. Without limiting the foregoing, all required for any nonstructural Alterations shall also be subject to the provisions Premises which do not affect the electrical, plumbing, HVAC or mechanical systems of Section 11.2 belowthe Building and do not exceed Ten Thousand and no/100ths Dollars ($10,000.00) in cost so long as Tenant provides Landlord with prior notice of any such Alterations. Notwithstanding the foregoing, Tenant shall be permitted to make Alterations that do not affect the structure of the Building or the Building Systems that in the aggregate do not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) not, without the prior written consent of Landlord, make any Alterations to the exterior of the Building or the Outside Area; Alterations to and penetrations of the roof of the Building; or Alterations visible from outside the Building, to all of which Landlord may withhold Landlord’s consent on wholly aesthetic grounds. All Alterations shall be constructed and/or installed (i) by Landlord’s contractor or a contractor reasonably approved by Landlord; provided, however, that if Tenant selects, and Landlord approves, a contractor other than Landlord’s contractor, then Landlord shall provide Landlord copies of all permits, plans and other related documents in connection enter into the contract for such Alterations with such Alterations. contractor; (bii) Any Alteration to the Premises shall be at Tenant’s sole cost and expense, (iii) in compliance with all applicable Laws and all requirements requested by Landlordpermit requirements, including, without limitation, the requirements of any insurer providing coverage for the Premises or the Building or any part thereof, and in accordance with (iv) pursuant to plans and specifications approved in writing by Landlord if Landlord’s consent is required for such Alterations, and (v) in a good and workmanlike manner conforming in quality and design with the Premises existing as of the Commencement Date. All Alterations made by Tenant shall be constructed and installed by a contractor reasonably approved in writing by become the property of Landlord upon installation and shall not be deemed Tenant’s Personal Property; provided, however, that Landlord may, at Landlord. As a further condition to giving consent’s option, with respect to Alterations that could affect the structural components of the Building Systems or which in the aggregate exceed One Million Dollars ($1,000,000.00) in cost, Landlord may require Tenant to provide Landlordremove, at Tenant’s sole cost and expense, a payment and performance bond in form reasonably acceptable to any or all Alterations installed by Tenant from the Premises at the expiration or sooner termination of this Lease. If ▇▇▇▇▇▇▇▇’s consent is required for any Alterations, then Landlord shall notify Tenant of Landlord’s election at the time that ▇▇▇▇▇▇▇▇’s consent is granted for such Alterations. If, in a principal amount however, ▇▇▇▇▇▇▇▇’s consent is not less than the estimated costs of required for such Alterations, to ensure Landlord against any liability shall notify Tenant of Landlord’s election within ten (10) business days after ▇▇▇▇▇▇’s request for mechanics’ and materialmen’s liens and to ensure completion of work. Before Alterations may begin, valid building permits or other permits or licenses required must be furnished to Landlord, and, once the Alterations begin, Tenant will diligently and continuously pursue their completion. Landlord may monitor construction of the Alterations and Tenant shall reimburse Landlord for its reasonable costs (including, without limitation, the costs of any construction manager retained such determination by Landlord) in reviewing plans and documents and in monitoring construction. If Tenant shall maintain during the course of construction, at its sole cost and expense, builders’ risk insurance for the amount of the completed value of the removes any Alterations on an all-risk non-reporting form covering all improvements under construction, including building materials, and other insurance in amounts and against such risks as Landlord shall reasonably require in connection with the Alterations. In addition to and without limitation on the generality of the foregoingrequired or permitted herein, Tenant shall ensure repair any and all damage to the Premises caused by such removal and return the Premises to their condition as of the Commencement Date, normal wear and tear, casualty, condemnation, and repairs that its contractor(s) procure are not ▇▇▇▇▇▇’s responsibility hereunder excepted and maintain in full force and effect during subject to the course provisions of construction a “broad form” commercial general liability and property damage policy Paragraph 22. Notwithstanding any other provision of insurance naming Landlordthis Lease, Tenant and Landlord’s lenders, if any, as additional insureds. The minimum limit of coverage of the aforesaid policy shall be in solely responsible for the amount maintenance and repair of not less than Three Million Dollars ($3,000,000.00) for injury or death of one person in any one accident or occurrence and in Alterations made by it to the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of more than one person in any one accident or occurrence, and shall contain a severability of interest clause or a cross liability endorsement. Such insurance shall further insure Landlord and Tenant against liability for property damage of at least Three Million Dollars ($3,000,000.00)Premises. (c) Tenant agrees not to proceed to make any Alterations, notwithstanding consent from Landlord to do so, until Tenant notifies Landlord in writing of the date Tenant desires to commence construction or installation of such Alterations and Landlord has approved such date in writing, in order that Landlord may post appropriate notices to avoid any liability to contractors or material suppliers for payment for Tenant’s improvements. Tenant will at all times permit such notices to be posted and to remain posted until the completion of work.

Alterations. (a) Tenant shall may not before make any improvement, alteration, addition or during the Term make or suffer to be made any alterations, additions or improvements in or change to the Premises or to any mechanical, plumbing or HVAC facilities or other systems serving the Premises (herein collectively called an “AlterationsAlteration”) without first obtaining Landlord’s written approval thereof based on detailed plans prior consent, which consent shall be requested by Tenant not less than 30 days before commencement of work and specifications submitted by Tenant. Landlord’s approval may be withheld in Landlord’s sole and absolute discretion if any Alterations could in Landlord’s judgment affect the structure of the Building or the electrical, mechanical, heating, ventilation or air conditioning, life safety or plumbing systems of the Building (collectively the “Building Systems”), be visible from outside the Premises, or require additional code compliance or similar work not included in the Alterations; otherwise, Landlord’s consent shall not be unreasonably withheld. Without limiting the foregoing, all Alterations shall also be subject to the provisions of Section 11.2 belowconditioned or delayed by Landlord. Notwithstanding the foregoing, Landlord’s prior consent shall not be required for any Alteration that is decorative only (e.g., carpet installation or painting) provided that Landlord receives 10 business days’ prior notice. For any Alteration, (a) Tenant, before commencing work, shall deliver to Landlord, and obtain Landlord’s approval of, plans and specifications (provided, however, that with respect to decorative Alterations, Tenant shall be permitted to make Alterations that do not affect the structure satisfy this requirement by delivering a general description of the Building or the Building Systems that proposed work, in the aggregate do not exceed Two Hundred Fifty Thousand Dollars lieu of plans and specifications); (b) except in connection with an Alteration reasonably estimated to cost less than $250,000.0050,000.00, Landlord, in its discretion, may require Tenant to obtain security for performance satisfactory to Landlord; (c) without the prior written consent of Tenant shall deliver to Landlord “as built” drawings (in CAD format, if requested by Landlord; provided, however, that such as-built drawings shall not be required for decorative Alterations), completion affidavits, full and final lien waivers, and all governmental approvals; and (d) Tenant shall provide pay Landlord copies of all permits, plans and other related documents within 15 days after Tenant receives a demand (i) Landlord’s reasonable out-of-pocket expenses incurred in connection with such Alterations. (b) Any Alteration to reviewing the Premises shall be at Tenant’s sole cost and expense, in compliance with all applicable Laws and all requirements requested by Landlord, including, without limitation, the requirements of any insurer providing coverage for the Premises or the Building or any part thereofwork, and in accordance with plans and specifications approved in writing by Landlord, and shall be constructed and installed by (ii) a contractor reasonably approved in writing by Landlord. As a further condition coordination fee equal to giving consent, with respect to Alterations that could affect the structural components 5% of the Building Systems or which in the aggregate exceed One Million Dollars ($1,000,000.00) in cost, Landlord may require Tenant to provide Landlord, at Tenant’s sole cost and expense, a payment and performance bond in form reasonably acceptable to Landlord, in a principal amount not less than the estimated costs of such Alterations, to ensure Landlord against any liability for mechanics’ and materialmen’s liens and to ensure completion of work. Before Alterations may begin, valid building permits or other permits or licenses required must be furnished to Landlord, and, once the Alterations begin, Tenant will diligently and continuously pursue their completion. Landlord may monitor construction of the Alterations and work; provided, however, that this clause (d) shall not apply to any Tenant shall reimburse Landlord for its reasonable costs (including, without limitation, the costs of Improvements nor to any construction manager retained by Landlord) in reviewing plans and documents and in monitoring construction. Tenant shall maintain during the course of construction, at its sole cost and expense, builders’ risk insurance for the amount of the completed value of the Alterations on an all-risk non-reporting form covering all improvements under construction, including building materials, and other insurance in amounts and against such risks as Landlord shall reasonably require in connection with the Alterations. In addition to and without limitation on the generality of the foregoing, Tenant shall ensure that its contractor(s) procure and maintain in full force and effect during the course of construction a “broad form” commercial general liability and property damage policy of insurance naming Landlord, Tenant and Landlord’s lenders, if any, as additional insureds. The minimum limit of coverage of the aforesaid policy shall be in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of one person in any one accident or occurrence and in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of more than one person in any one accident or occurrence, and shall contain a severability of interest clause or a cross liability endorsement. Such insurance shall further insure Landlord and Tenant against liability for property damage of at least Three Million Dollars ($3,000,000.00)decorative Alteration. (c) Tenant agrees not to proceed to make any Alterations, notwithstanding consent from Landlord to do so, until Tenant notifies Landlord in writing of the date Tenant desires to commence construction or installation of such Alterations and Landlord has approved such date in writing, in order that Landlord may post appropriate notices to avoid any liability to contractors or material suppliers for payment for Tenant’s improvements. Tenant will at all times permit such notices to be posted and to remain posted until the completion of work.

Alterations. (a) 17.1 Tenant shall not before or during the Term may make or suffer to be made any non-structural, interior and/or exterior alterations, additions changes, additions, improvements, reconstructions or improvements in or to replacements of any of the Premises (herein collectively called “Alterations”) without first obtaining Landlord’s written approval thereof based on detailed plans and specifications submitted by Tenant. Landlord’s approval may be withheld in Landlord’s sole and absolute discretion if any Alterations could in Landlord’s judgment affect the structure of the Building or the electrical, mechanical, heating, ventilation or air conditioning, life safety or plumbing systems of the Building (collectively the “Building Systemsalterations”), be visible from outside other than those which would result in a diminution in the value of the Premises that do not exceed the Threshold Repair Amount in the aggregate. Unless required by applicable federal, state or local law or regulation, Tenant shall obtain the prior written consent of Landlord and Lender to any alteration (i) which would result in a diminution in the value of the Premises, or require additional code compliance or similar work not included (ii) the cost of which in the Alterations; otherwiseaggregate exceeds the Threshold Repair Amount or (iii) which is structural in nature, Landlord’s which consent to a structural alteration shall not be unreasonably withheld. Without limiting limitation, in determining whether a structural alteration is “reasonable” for purposes of subsection (iii) of the foregoingpreceding sentence, all Alterations Landlord shall also be subject have the right to consider whether such alteration would impair the provisions structural integrity of Section 11.2 below. Notwithstanding the foregoingPremises, would impair the fair market value of the Premises, or would otherwise adversely affect the overall marketability of the Premises, as determined in Landlord’s reasonable discretion. 17.2 Tenant shall be permitted to make Alterations that do not affect the structure all such work in a good and workmanlike manner, at its own cost, and in accordance with Laws and Legal Requirements. Tenant shall discharge, within sixty (60) days after notice of the Building filing of the same (by payment or by filing the Building Systems that in necessary bond, or otherwise), any mechanics’, materialmen’s or other lien against the aggregate do not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) without Premises and/or Landlord’s interest therein, which lien may arise out of any payment due for any labor, services, materials, supplies, or equipment furnished to or for Tenant in, upon, or about the prior written consent of Landlord; provided, however, that Tenant shall provide Landlord copies of all permits, plans and other related documents in connection with such AlterationsPremises. (b) Any Alteration to the Premises shall be at 17.3 At Tenant’s sole cost and expensewithout liability to Landlord, Landlord agrees to reasonably cooperate with Tenant (including signing applications upon Tenant’s written request) in obtaining any necessary permits, variances and consents for any alterations which Tenant is permitted or required to make hereunder; provided none of the foregoing shall, in any manner, result in a material reduction of access to or ingress to or egress from the Premises, a diminution in the value of the Premises, a change in zoning having a material adverse effect on the ability to use the Premises for the Healthcare Business by Tenant or otherwise have a material adverse effect on the ability to use the Premises for the Healthcare Business by Tenant. 17.4 Tenant agrees that in connection with any alteration: (i) the fair market value of the Premises shall not be lessened by more than a de minimus extent after the completion of any such alteration, or its structural integrity impaired; (ii) all such alterations shall be performed in a good and workmanlike manner, and shall be expeditiously completed in compliance with all applicable Laws Legal Requirements; (iii) Tenant shall promptly pay all costs and all requirements requested by Landlord, including, without limitation, the requirements expenses of any insurer providing coverage such alteration; (iv) Tenant shall procure and pay for all permits and licenses required in connection with any such alteration; and (v) all alterations shall be made (in the Premises case of any alteration the estimated cost of which in any one instance exceeds the Threshold Repair Amount) under the supervision of an architect or the Building or any part thereof, engineer and in accordance with plans and specifications approved in writing by Landlord, and which shall be constructed submitted to Landlord and installed by a contractor reasonably approved in writing by Landlord. As a further condition Lender (for information purposes only) prior to giving consent, with respect to Alterations that could affect the structural components commencement of the Building Systems or which in the aggregate exceed One Million Dollars ($1,000,000.00) in costalterations. 17.5 All contracts and payments to contractors, Landlord may require Tenant to provide Landlordsubcontractors, at Tenant’s sole cost and expense, a payment and performance bond in form reasonably acceptable to Landlord, in a principal amount not less than the estimated costs of such Alterations, to ensure Landlord against any liability for mechanics’ and materialmen’s liens and to ensure completion of work. Before Alterations may begin, valid building permits or other permits or licenses required must be furnished to Landlord, and, once the Alterations begin, Tenant will diligently and continuously pursue their completion. Landlord may monitor construction of the Alterations and Tenant shall reimburse Landlord for its reasonable costs (including, without limitation, the costs of any construction manager retained by Landlord) in reviewing plans and documents and in monitoring construction. Tenant shall maintain during the course of construction, at its sole cost and expense, builders’ risk insurance for the amount of the completed value of the Alterations on an all-risk non-reporting form covering all improvements under construction, including building materials, suppliers and other insurance in amounts and against such risks as Landlord shall reasonably require persons in connection with any alteration, Restoration, repair or other work performed at the Alterations. In addition to and without limitation on the generality of the foregoing, Tenant shall ensure that its contractor(s) procure and maintain in full force and effect during the course of construction a “broad form” commercial general liability and property damage policy of insurance naming Landlord, Tenant and Landlord’s lenders, if any, as additional insureds. The minimum limit of coverage of the aforesaid policy Premises shall be entered into, made and performed in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of one person in any one accident or occurrence compliance with all Laws and in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of more than one person in any one accident or occurrence, and shall contain a severability of interest clause or a cross liability endorsement. Such insurance shall further insure Landlord and Tenant against liability for property damage of at least Three Million Dollars ($3,000,000.00)Legal Requirements. (c) Tenant agrees not to proceed to make any Alterations, notwithstanding consent from Landlord to do so, until Tenant notifies Landlord in writing of the date Tenant desires to commence construction or installation of such Alterations and Landlord has approved such date in writing, in order that Landlord may post appropriate notices to avoid any liability to contractors or material suppliers for payment for Tenant’s improvements. Tenant will at all times permit such notices to be posted and to remain posted until the completion of work.

Alterations. (a) Tenant shall not, without Landlord's prior written consent, which shall not before or during the Term be unreasonably withheld, make or suffer to be made any alterations, improvements or additions (hereinafter collectively referred to as "ALTERATIONS") in, on or improvements about the Premises. Alterations shall include, but shall not be limited to, the installation or alteration of security or fire protection systems, communication systems, millwork, shelving, retrieval or storage systems, electrical distribution systems, lighting fixtures, telephone or computer system wiring, HVAC and plumbing. At the expiration of the Term, (a) if Landlord, at the time of giving its consent to an Alteration, specified in writing to Tenant that such Alteration is to be removed at the expiration of the Term or (b) if Tenant failed to obtain Landlord's consent to any Alteration for which Landlord's consent is required, then in either case Tenant shall remove such Alterations and restore the Premises to its prior condition, at Tenant's expense. Other than Alterations described in items (i) and (ii) below, Tenant shall make its request to Landlord for proposed Alterations in writing, and shall include the plans and specifications prepared by a licensed architect or engineer. Should Tenant make any Alterations without the prior approval of Landlord, or use a contractor not expressly approved by Landlord, Landlord may, at any time during the Term, require that Tenant remove all or part of the Alterations and return the Premises to the condition it was in prior to the making of the Alterations. In the event Tenant makes any Alterations, Tenant agrees to obtain or cause its contractor to obtain, prior to the commencement of any work, the insurance coverages required by Section 13 below and to provide to Landlord, prior to the commencement of any work, certificates evidencing such insurance, which certificates shall list Landlord as an additional insured. Notwithstanding the foregoing, Landlord's consent shall not be required for (i) any Alteration that is of a cosmetic nature such as painting, wallpapering, hanging pictures and installing carpeting or (ii) any single Alteration the cost of which (labor and materials) is less than $20,000.00 and such Alteration will not affect or involve a Building system, mechanical system, or a structural portion of the Building. (b) Tenant agrees to pay promptly for any work done by Tenant or material furnished in or about the Premises, and Tenant shall not permit or suffer any lien to attach to the Premises and shall cause any such lien or any claim therefor, to be released within 30 days after notice thereof. All work done by Tenant in or about the Premises shall comply with all Laws. (herein collectively called “Alterations”c) Tenant shall not erect or install signage at the Premises without first obtaining Landlord’s 's prior written approval thereof based on detailed plans as to size, design, and specifications submitted by Tenant. Landlord’s location, which approval may be withheld in Landlord’s sole and absolute discretion if any Alterations could in Landlord’s judgment affect the structure of the Building or the electrical, mechanical, heating, ventilation or air conditioning, life safety or plumbing systems of the Building (collectively the “Building Systems”), be visible from outside the Premises, or require additional code compliance or similar work not included in the Alterations; otherwise, Landlord’s consent shall not be unreasonably withheld. Without limiting the foregoing, Tenant shall be solely responsible to obtain all Alterations shall also be subject to the provisions of Section 11.2 belowzoning approvals and permits associated with Tenant's signage. Notwithstanding the foregoing, Tenant shall be permitted is authorized to make Alterations that do not affect modify and/or replace the structure signage existing at the Premises on the Commencement Date without Landlord's prior written approval so long as the size of the Building modified or replacement signage is not larger than the Building Systems that existing signage and is in the aggregate do not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) without same location as the prior written consent of Landlord; providedexisting signage, however, that Tenant shall provide Landlord copies of subject in all permits, plans and other related documents in connection with such Alterations. (b) Any Alteration respects to the Premises shall be at Tenant’s sole cost and expense, in compliance with all applicable Laws and all requirements requested by Landlord, including, without limitation, the requirements of any insurer providing coverage for the Premises or the Building or any part thereof, and in accordance with plans and specifications approved in writing by Landlord, and shall be constructed and installed by a contractor reasonably approved in writing by Landlord. As a further condition to giving consent, with respect to Alterations that could affect the structural components of the Building Systems or which in the aggregate exceed One Million Dollars ($1,000,000.00) in cost, Landlord may require Tenant to provide Landlord, at Tenant’s sole cost and expense, a payment and performance bond in form reasonably acceptable to Landlord, in a principal amount not less than the estimated costs of such Alterations, to ensure Landlord against any liability for mechanics’ and materialmen’s liens and to ensure completion of work. Before Alterations may begin, valid building permits or other permits or licenses required must be furnished to Landlord, and, once the Alterations begin, Tenant will diligently and continuously pursue their completion. Landlord may monitor construction of the Alterations and Tenant shall reimburse Landlord for its reasonable costs (including, without limitation, the costs of any construction manager retained by Landlord) in reviewing plans and documents and in monitoring construction. Tenant shall maintain during the course of construction, at its sole cost and expense, builders’ risk insurance for the amount of the completed value of the Alterations on an all-risk non-reporting form covering all improvements under constructionLaws, including building materialszoning ordinances, and other insurance in amounts and against such risks as Landlord shall reasonably require in connection with the Alterations. In addition to and without limitation on the generality local laws, compliance of the foregoing, Tenant shall ensure that its contractor(s) procure and maintain in full force and effect during the course of construction a “broad form” commercial general liability and property damage policy of insurance naming Landlord, Tenant and Landlord’s lenders, if any, as additional insureds. The minimum limit of coverage of the aforesaid policy which shall be in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of one person in any one accident or occurrence and in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of more than one person in any one accident or occurrence, and shall contain a severability of interest clause or a cross liability endorsement. Such insurance shall further insure Landlord and Tenant against liability for property damage of at least Three Million Dollars ($3,000,000.00)Tenant's responsibility. (c) Tenant agrees not to proceed to make any Alterations, notwithstanding consent from Landlord to do so, until Tenant notifies Landlord in writing of the date Tenant desires to commence construction or installation of such Alterations and Landlord has approved such date in writing, in order that Landlord may post appropriate notices to avoid any liability to contractors or material suppliers for payment for Tenant’s improvements. Tenant will at all times permit such notices to be posted and to remain posted until the completion of work.

Alterations. (a) A. Landlord's Consent and Conditions. Tenant shall not before --------------------------------- make any improvements or during the Term make or suffer to be made any alterations, additions or improvements in or alterations to the Premises (herein collectively called “Alterations”the "Work") without first obtaining Landlord’s written approval thereof based on detailed in ---- each instance submitting plans and specifications submitted by Tenant. for the Work to Landlord and obtaining Landlord’s approval may be withheld in Landlord’s sole and absolute discretion if any Alterations could in Landlord’s judgment affect 's prior written consent, unless (a) the structure of cost thereof is less than $20.000, (b) such Work does not impact the Building base structural components or the electrical, mechanical, heating, ventilation or air conditioning, life safety or plumbing systems of the Building Building, (collectively the “Building Systems”)c) such Work will not impact any other tenant's premises, be and (d) such Work is not visible from outside the Premises. However, or require additional code compliance or similar work not included in the Alterations; otherwise, even if Landlord’s consent shall not be unreasonably withheld. Without limiting the foregoing, all Alterations shall also be subject to the provisions of Section 11.2 below. Notwithstanding the foregoing, Tenant shall be permitted to make Alterations that do not affect the structure of the Building or the Building Systems that in the aggregate do not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) without the 's prior written consent of Landlord; provided, however, that is not required Tenant shall provide Landlord copies with prior written notice at least five (5) days in advance of all permits, plans and other related documents in connection with such Alterations. (b) Any Alteration to commencing the Premises shall be at Tenant’s sole cost and expense, in compliance with all applicable Laws and all requirements requested by Landlord, including, without limitation, the requirements of any insurer providing coverage for the Premises or the Building or any part thereof, and in accordance with plans and specifications approved in writing by Landlord, and shall be constructed and installed by a contractor reasonably approved in writing by Landlord. As a further condition to giving consent, with respect to Alterations Work so that could affect the structural components of the Building Systems or which in the aggregate exceed One Million Dollars ($1,000,000.00) in cost, Landlord may require Tenant to provide Landlord, at Tenant’s sole cost post and expense, record a payment and performance bond in form reasonably acceptable to Landlord, in a principal amount not less than the estimated costs notice of such Alterations, to ensure Landlord against any liability for mechanics’ and materialmen’s liens and to ensure completion of work. Before Alterations may begin, valid building permits nonresponsibility or other permits notices deemed appropriate before the commencement or licenses required must be furnished to Landlord, and, once the Alterations begin, Tenant will diligently and continuously pursue their completion. Landlord may monitor construction of the Alterations and Tenant shall reimburse Landlord for its reasonable costs (including, without limitation, the costs of any construction manager retained by Landlord) in reviewing plans and documents and in monitoring constructionsuch Work. Tenant shall maintain during the course of construction, at its sole cost and expense, builders’ risk insurance for the amount of the completed value of the Alterations on an allpay Landlord's actual out-risk nonof-reporting form covering all improvements under construction, including building materials, and other insurance in amounts and against such risks as Landlord shall reasonably require in connection with the Alterations. In addition to and without limitation on the generality of the foregoing, Tenant shall ensure that its contractor(s) procure and maintain in full force and effect during the course of construction a “broad form” commercial general liability and property damage policy of insurance naming Landlord, Tenant and Landlord’s lenderspocket costs incurred, if any, for the review of all of the plans and all other items submitted by Tenant. Tenant shall pay for the cost of all Work, including the cost of any and all approvals, permits, fees and other charges which may be required as additional insuredsa condition of performing such Work. The minimum limit following requirements shall apply to all Work: (i) Prior to commencement, Tenant shall furnish to Landlord building permits, certificates of coverage insurance satisfactory to Landlord, and for any Work costing in excess of $20.000, at Landlord's request, security for payment of all costs. (ii) Tenant shall perform all Work so as to maintain peace and harmony among other contractors serving the aforesaid policy Project and shall avoid interference with other work to be performed or services to be rendered in the Project. (iii) The Work shall be performed in a good and workmanlike manner, meeting the standard for construction and quality of materials in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of one person in any one accident or occurrence and in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of more than one person in any one accident or occurrenceBuilding, and shall contain a severability of interest clause comply with all insurance requirements and all applicable governmental laws, ordinances and regulations ("Governmental Requirements"). ------------------------- (iv) Tenant shall perform all Work so as to minimize or a cross liability endorsement. Such insurance shall further insure Landlord prevent disruption to other tenants, and Tenant against liability for property damage shall comply with all reasonable requests of at least Three Million Dollars ($3,000,000.00)Landlord in response to complaints from other tenants. (cv) Tenant agrees shall perform all Work in compliance with any reasonable "Policies, Rules and Procedures for Construction Projects" which may be in effect at the time the Work is performed so long as Tenant has received written notice of the same at the time Landlord gives its consent to the Work. (vi) Tenant shall permit Landlord to supervise all Work. Landlord may charge a supervisory fee not to proceed to make any Alterationsexceed fifteen percent (15%) of labor, notwithstanding consent from Landlord to do somaterial, until Tenant notifies Landlord in writing and all other costs of the date Work, if Landlord's employees or contractors perform the Work. (vii) Upon completion, Tenant desires shall furnish Landlord with contractor's affidavits and full and final statutory waivers of liens, as-built plans and specifications, and receipted bills covering all labor and materials, and all other close-out documentation related to commence construction or installation of the Work, including any other information required under any "Policies, Rules and Procedures for Construction Projects" which may be in effect at such Alterations and Landlord has approved such date in writing, in order that Landlord may post appropriate notices to avoid any liability to contractors or material suppliers for payment for Tenant’s improvements. Tenant will at all times permit such notices to be posted and to remain posted until the completion of worktime.

Alterations. (a) Landlord’s Consent. Tenant shall not before or during the Term make or suffer to be made any alterations, additions additions, installations, substitutes or improvements in or to the Premises (herein collectively called “Alterations”) in and to the Property, Building, Premises and/or the Additional Property for Parking without first obtaining Landlord’s written approval thereof based on detailed plans and specifications submitted by Tenant. Landlord’s approval may be withheld in Landlord’s sole and absolute discretion if any Alterations could in Landlord’s judgment affect the structure of the Building or the electricalconsent, mechanical, heating, ventilation or air conditioning, life safety or plumbing systems of the Building (collectively the “Building Systems”), be visible from outside the Premises, or require additional code compliance or similar work not included in the Alterations; otherwise, Landlord’s consent shall not to be unreasonably withheld. Without limiting the foregoing, all Alterations shall also be subject to the provisions of Section 11.2 belowinclude wiring, cabling and related installations for telephone, computer, voice data and other office systems. Notwithstanding the foregoingLandlord shall not unreasonably withhold, Tenant shall be permitted to make Alterations that do not affect the structure of the Building condition or the Building Systems that in the aggregate do not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) without the prior written consent of Landlorddelay its consent; provided, however, that Tenant Landlord shall provide Landlord copies of all permits, plans and other related documents in connection with such Alterations. (b) Any Alteration have no obligation to the Premises shall be at Tenant’s sole cost and expense, in compliance with all applicable Laws and all requirements requested by Landlord, including, without limitation, the requirements of any insurer providing coverage for the Premises or the Building or any part thereof, and in accordance with plans and specifications approved in writing by Landlord, and shall be constructed and installed by a contractor reasonably approved in writing by Landlord. As a further condition to giving consent, with respect consent to Alterations that could affect any structure on the structural components Property, Building, Premises and/or Additional Property for Parking Building or that would violate the certificate of occupancy for the Property, Building, Premises and Additional Property for Parking or any applicable law, code or ordinance or the terms of any superior lease or mortgage affecting the Property, Building, Premises and Additional Property for Parking or that would increase the rate of insurance for the Property, Building, Premises and Additional Property for Parking or would adversely affect any Building system, including, but not limited to, any mechanical, electrical, heating, ventilation or air conditioning system, fire protection system, or other system serving the Building Systems (collectively, “Building Systems”). No consent given by Landlord shall be deemed as a representation or which in warranty that such Alterations comply with laws, regulations and rules applicable to the aggregate exceed One Million Dollars Property, Building, Premises and Additional Property for Parking ($1,000,000.00) in cost“Laws”), and Tenant shall be solely responsible for compliance therewith. Tenant shall pay Landlord’s reasonable costs of reviewing or inspecting any proposed Alterations and any other costs that may be incurred by Landlord may require Tenant to provide Landlord, at Tenant’s sole cost and expense, as a payment and performance bond in form reasonably acceptable to Landlord, in a principal amount not less than the estimated costs result of such Alterations, to ensure Landlord against any liability for mechanics’ and materialmen’s liens and to ensure completion of work. Before Alterations may begin, valid building permits or other permits or licenses required must be furnished to Landlord, and, once the Alterations begin, Tenant will diligently and continuously pursue their completion. Landlord may monitor construction of the Alterations and Tenant shall reimburse Landlord for its reasonable costs (including, without limitation, the costs of any construction manager retained by Landlord) in reviewing plans and documents and in monitoring construction. Tenant shall maintain during the course of construction, at its sole cost and expense, builders’ risk insurance for the amount of the completed value of the Alterations on an all-risk non-reporting form covering all improvements under construction, including building materials, and other insurance in amounts and against such risks as Landlord shall reasonably require in connection with the Alterations. In addition to and without limitation on the generality of the foregoing, Tenant shall ensure that its contractor(s) procure and maintain in full force and effect during the course of construction a “broad form” commercial general liability and property damage policy of insurance naming Landlord, Tenant and Landlord’s lenders, if any, as additional insureds. The minimum limit of coverage of the aforesaid policy shall be in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of one person in any one accident or occurrence and in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of more than one person in any one accident or occurrence, and shall contain a severability of interest clause or a cross liability endorsement. Such insurance shall further insure Landlord and Tenant against liability for property damage of at least Three Million Dollars ($3,000,000.00). (c) Tenant agrees not to proceed to make any Alterations, notwithstanding consent from Landlord to do so, until Tenant notifies Landlord in writing of the date Tenant desires to commence construction or installation of such Alterations and Landlord has approved such date in writing, in order that Landlord may post appropriate notices to avoid any liability to contractors or material suppliers for payment for Tenant’s improvements. Tenant will at all times permit such notices to be posted and to remain posted until the completion of work.

Alterations. (a) Tenant shall not before or during the Term make or suffer Landlord agrees to be made any alterations, additions or improvements in or to the Premises (herein collectively called “Alterations”) without first obtaining install at Landlord’s written approval thereof based on detailed cost and expense, the improvements described in EXHIBIT C attached hereto (the “Improvements”), all of which shall be and remain the property of Landlord. Landlord shall perform such work diligently in a good and workmanlike manner in substantial conformance with the plans and specifications submitted attached as EXHIBIT C (including the drawings, schedules, specifications and AutoCAD Files referenced therein) or otherwise approved by Tenant, and in accordance with all applicable governmental laws, rules, regulations and other requirements. Landlord’s approval may be withheld in Landlord’s sole Landlord will apply for and absolute discretion if any Alterations could in Landlord’s judgment affect the structure obtain all permits, licenses and certificates necessary for installation of the Building or Improvement described in EXHIBIT C. All other improvements, alterations, additions, partitions, fixtures, removals and restoration to the electrical, mechanical, heating, ventilation or air conditioning, life safety or plumbing systems of the Building Leased Premises (collectively the “Building SystemsTenant’s Improvements”) shall be installed at the cost and expense of Tenant (which cost shall be payable on demand as Rent to Landlord), be visible from outside the Premisesbut only if such improvements, or require additional code compliance or similar work not included alterations, partitions, fixtures, removals and/or restorations are: (i) approved in the Alterations; otherwiseadvance by Landlord in writing, Landlord’s consent which approval shall not be unreasonably withheld. Without limiting , conditioned or delayed; (ii) made in accordance with plans and specifications which have been previously submitted to and approved in writing by Landlord; (iii) performed in accordance with and in compliance with all governmental laws, ordinances, rules and regulations; (iv) made or performed only by Landlord or by contractors and subcontractors approved in writing by Landlord (which approval shall not be unreasonably withheld); and (v) performed in a good workmanlike manner and diligently prosecuted and so as not to damage the foregoing, all Alterations shall also be subject to structure or structural qualities of the provisions of Section 11.2 belowBuilding. Notwithstanding the foregoing, Tenant shall be permitted have the right, upon prior written notice to Landlord but without Landlord’s consent, to make Alterations that any Tenant’s Improvements to the Leased Premises which do not affect the structure and the mechanical, electrical, plumbing and life safety systems of the Building or the Building Systems that in the aggregate and do not exceed Two Hundred Fifty Twenty-Five Thousand and 00/100 Dollars ($250,000.0025,000.00) without in aggregate in any consecutive twelve (12) month period. All Tenant’s Improvements shall be and remain the prior written consent property of Landlord; Tenant during the Term of this Lease, provided, however, that that, unless Landlord otherwise elects as hereinafter provided, all said Tenant’s Improvements shall, upon the expiration or termination of this Lease, or the earlier vacation of the Leased Premises, become and be deemed to be the property of Landlord and title thereto shall pass to Landlord under this Lease as by a ▇▇▇▇ of sale without further act or deed on the part of Tenant and Tenant shall, at Landlord’s request, promptly execute and deliver such bills of sale or other documents or instruments as Landlord may deem necessary or desirable to evidence the foregoing. Notwithstanding anything to the contrary contained in the foregoing, Tenant shall provide Landlord copies remove all Tenant’s Improvements (and any wiring and cabling or similar improvements installed by Tenant as part of all permits, plans the initial Improvements or as part of the initial Tenant’s Improvements) and other related documents in connection with such Alterations. (b) Any Alteration restore the Leased Premises to its condition prior to the Premises shall be at Tenant’s sole cost and expense, installation or construction thereof by the date of expiration of this Lease or in compliance with all applicable Laws and all requirements requested by Landlord, including, without limitation, the requirements event of any insurer providing coverage for the earlier vacation of the Leased Premises or termination of this Lease, unless, at the Building time of Landlord’s approval, or any part thereofif Landlord’s approval is not required, and in accordance with plans and specifications approved at the time of original installation, Landlord agreed in writing by Landlordthat such removal was not required. Tenant shall, and shall be constructed and installed by a contractor reasonably approved in writing by Landlord. As a further condition prior to giving consentany such construction or work, with respect to Alterations that could affect the structural components of the Building Systems or which in the aggregate exceed One Million Dollars ($1,000,000.00) in cost, Landlord may require Tenant to provide Landlord, at Tenant’s sole cost and expense, a payment and performance bond in form reasonably acceptable such assurances to Landlord, in a principal amount including but not less than limited to, waivers of lien, surety company performance bonds and personal guaranties of individuals of substance, as Landlord shall require to assure payment of the estimated costs of such Alterations, thereof and to ensure protect Landlord against any liability for loss from any mechanics’ and ’, laborers’, materialmen’s liens and to ensure completion of work. Before Alterations may begin, valid building permits or other permits liens. Tenant hereby indemnifies and saves Landlord harmless from and against any and all loss, liability, damage, penalty, cost, expense or licenses required must be furnished to Landlord, and, once the Alterations begin, Tenant will diligently and continuously pursue their completion. Landlord may monitor construction of the Alterations and Tenant shall reimburse Landlord for its reasonable costs fee (including, without limitation, court costs and reasonable attorneys’ fees) incurred by or asserted against Landlord as a result of the costs existence or threat of any construction manager retained by lien against the Building, Leased Premises or Property. At Landlord) in reviewing plans ’s request, Tenant will notify any contractors, subcontractors and documents and in monitoring construction. materialmen performing work on, or supplying materials for, the Leased Premises that Tenant shall maintain during is not acting as the course agent of construction, at its sole cost and expense, builders’ risk insurance for the amount of the completed value of the Alterations on an all-risk non-reporting form covering all improvements under construction, including building materials, and other insurance in amounts and against such risks as Landlord shall reasonably require in connection with the Alterations. In addition to and without limitation any such work and/or shall post signs on the generality Leased Premises to that effect. All risk of loss with respect to the foregoing, Tenant shall ensure that its contractor(s) procure and maintain in full force and effect Tenant’s Improvements during the course of construction a “broad form” commercial general liability and property damage policy of insurance naming Landlord, Tenant and Landlord’s lenders, if any, as additional insureds. The minimum limit of coverage of the aforesaid policy Term hereof shall be in the amount sole responsibility of not less than Three Million Dollars ($3,000,000.00) for injury or death of one person in any one accident or occurrence and in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of more than one person in any one accident or occurrence, and shall contain a severability of interest clause or a cross liability endorsement. Such insurance shall further insure Landlord and Tenant against liability for property damage of at least Three Million Dollars ($3,000,000.00)Tenant. (c) Tenant agrees not to proceed to make any Alterations, notwithstanding consent from Landlord to do so, until Tenant notifies Landlord in writing of the date Tenant desires to commence construction or installation of such Alterations and Landlord has approved such date in writing, in order that Landlord may post appropriate notices to avoid any liability to contractors or material suppliers for payment for Tenant’s improvements. Tenant will at all times permit such notices to be posted and to remain posted until the completion of work.

Alterations. (a) Tenant shall not before (i) make any Capital Alterations on or during to any Leased Property, (ii) enlarge or reduce the Term size of any Facility and/or (iii) make any Capital Alterations or suffer other Alterations that would tie in or connect with any improvements on property adjacent to be made the Land. Tenant may, without Landlord’s consent, make any alterations, additions additions, or improvements (collectively, with the alterations described in or to items (i) – (iii) of the Premises (herein collectively called preceding sentence, “Alterations”) without first obtaining Landlord’s written approval thereof based on detailed plans and specifications submitted by Tenant. Landlord’s approval may be withheld to any Leased Property if such Alterations are not of the type described in Landlord’s sole and absolute discretion if any Alterations could clause (i), (ii) or (iii) above, so long as in Landlord’s judgment each case: (w) the same do not (A) decrease the value of the Leased Property, (B) affect the structure exterior appearance of the Building or the electrical, mechanical, heating, ventilation or air conditioning, life safety or plumbing systems of the Building (collectively the “Building Systems”), be visible from outside the PremisesLeased Property, or require additional code compliance or similar work not included in the Alterations; otherwise, Landlord’s consent shall not be unreasonably withheld. Without limiting the foregoing, all Alterations shall also be subject to the provisions of Section 11.2 below. Notwithstanding the foregoing, Tenant shall be permitted to make Alterations that do not affect the structure of the Building or the Building Systems that in the aggregate do not exceed Two Hundred Fifty Thousand Dollars ($250,000.00C) without the prior written consent of Landlord; provided, however, that Tenant shall provide Landlord copies of all permits, plans and other related documents in connection with such Alterations. (b) Any Alteration to the Premises shall be at Tenant’s sole cost and expense, in compliance with all applicable Laws and all requirements requested by Landlord, including, without limitation, the requirements of any insurer providing coverage for the Premises or the Building or any part thereof, and in accordance with plans and specifications approved in writing by Landlord, and shall be constructed and installed by a contractor reasonably approved in writing by Landlord. As a further condition to giving consent, with respect to Alterations that could affect the structural components of the Building Systems Leased Property or which the main electrical, mechanical, plumbing, elevator or ventilating and air conditioning systems for any Facility, (x) the same are consistent in terms of style, quality and workmanship to the original Leased Property and Fixtures, (y) the same are constructed and performed in accordance with the provisions of Section 11.2 below and (z) the cost thereof does not exceed, in the aggregate exceed One Million Dollars aggregate, $250,000.00 for any consecutive twelve ($1,000,000.0012) month period with respect to any single Facility. Except for those limited Alterations that expressly do not require Landlord’s consent pursuant to the preceding sentence, all Alterations shall be subject to Landlord’s prior written consent, in costLandlord’s reasonable discretion. To the extent Landlord’s prior written consent shall be required in connection with any Alterations, Landlord may require Tenant to provide Landlord, at Tenant’s sole cost and expense, a payment and performance bond in form reasonably acceptable to Landlord, in a principal amount not less than the estimated costs of impose such Alterations, to ensure Landlord against any liability for mechanics’ and materialmen’s liens and to ensure completion of work. Before Alterations may begin, valid building permits or other permits or licenses required must be furnished to Landlord, and, once the Alterations begin, Tenant will diligently and continuously pursue their completion. Landlord may monitor construction of the Alterations and Tenant shall reimburse Landlord for its reasonable costs (including, without limitation, the costs of any construction manager retained by Landlord) in reviewing plans and documents and in monitoring construction. Tenant shall maintain during the course of construction, at its sole cost and expense, builders’ risk insurance for the amount of the completed value of the Alterations on an all-risk non-reporting form covering all improvements under construction, including building materials, and other insurance in amounts and against such risks as Landlord shall reasonably require conditions thereon in connection with the Alterationsits reasonable approval thereof as Landlord deems appropriate. In addition to and without limitation on the generality of Notwithstanding the foregoing, Tenant Landlord agrees that painting, landscaping, and replacement of floor, wall and window coverings shall ensure be deemed Alterations that its contractor(s) procure and maintain in full force and effect during the course of construction a “broad form” commercial general liability and property damage policy of insurance naming Landlord, Tenant and do not require Landlord’s lendersconsent, if any, as additional insureds. The minimum limit of coverage regardless of the aforesaid policy shall be in cost thereof, so long as the amount same meet the requirements of not less than Three Million Dollars clauses ($3,000,000.00x) for injury or death of one person in any one accident or occurrence and in the amount of not less than Three Million Dollars ($3,000,000.00y) for injury or death of more than one person in any one accident or occurrenceabove, and the cost thereof shall contain a severability of interest clause or a cross liability endorsement. Such insurance shall further insure Landlord and Tenant against liability for property damage of at least Three Million Dollars (not be counted towards the above-referenced $3,000,000.00)250,000.00 threshold. (c) Tenant agrees not to proceed to make any Alterations, notwithstanding consent from Landlord to do so, until Tenant notifies Landlord in writing of the date Tenant desires to commence construction or installation of such Alterations and Landlord has approved such date in writing, in order that Landlord may post appropriate notices to avoid any liability to contractors or material suppliers for payment for Tenant’s improvements. Tenant will at all times permit such notices to be posted and to remain posted until the completion of work.

Alterations. (a) Tenant shall not before or during the Term make or suffer to be made any alterations, additions or improvements in or to the Premises (herein collectively called collectively, the “Alterations”) without first obtaining Landlord’s written approval thereof based on detailed plans and specifications submitted by Tenant. Landlord’s approval may be withheld in Landlord’s sole and absolute discretion if any Alterations could in Landlord’s judgment affect the structure of the Building or the electrical, mechanical, heating, ventilation or air conditioning, life safety or plumbing systems of the Building (collectively the “Building Systems”), be visible from outside the Premises, or require additional code compliance or similar work not included in the Alterations; otherwise, Landlord’s consent shall not be unreasonably withheld. Without limiting the foregoing, all Alterations shall also be subject to the provisions of Section 11.2 below. Notwithstanding the foregoing, Tenant shall be permitted to make Alterations that do not affect the structure of the Building or the Building Systems that in the aggregate do not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) without the prior written consent of Landlord; provided, howeverexcept for the installation of unattached, that movable trade fixtures which may be installed without drilling, cutting or otherwise defacing the Premises which approval shall not be unreasonably withheld. Tenant shall provide Landlord copies of all permits, furnish complete plans and other related documents specifications to Landlord for its approval at the time Tenant requests Landlord’s consent to any Alterations if the desired Alterations: (i) may affect the Building’s Systems or Building’s Structure; (ii) are visible from outside the Premises; (iii) will require the filing of plans and specifications with any governmental or quasi-govermental agency or authority; (iv) will cost in excess of Ten Dollars ($10.00) per rentable square foot of the affected area; or (v) will require a building permit or similar governmental approval to undertake. Subsequent to obtaining Landlord’s consent and prior to commencement of the Alterations, Tenant shall deliver to Landlord any building permit required by applicable Law and a copy of the executed construction contract(s). Tenant shall reimburse Landlord as Additional Rent within ten (10) days after the rendition of a ▇▇▇▇ for all of Landlord’s reasonable actual out-of-pocket costs incurred in connection with any Alterations, including all management, engineering, outside Consulting, and construction fees incurred by or on behalf of Landlord for the review and approval of Tenant’s plans and specifications and for the monitoring of construction of the Alterations provided in no event shall the aggregate of such Alterations. fees exceed five percent (b5%) Any Alteration of the amount of the construction contract. If Landlord consents to the Premises making of any Alteration, such Alteration shall be made by Tenant at Tenant’s sole cost and expense, in compliance with all applicable Laws and all requirements requested by Landlord, including, without limitation, the requirements of any insurer providing coverage for the Premises or the Building or any part thereof, and in accordance with plans and specifications approved in writing by Landlord, and shall be constructed and installed expense by a contractor reasonably approved in writing by Landlord. As a further condition Tenant shall require its contractor to giving maintain insurance in such amounts and in such form as Landlord may reasonably require. Without Landlord’s prior written consent, with respect to Alterations that could affect the structural components Tenant shall not use any portion of the Building Systems Common Areas either within or without the Project or Complex, as applicable, in connection with the making of any Alterations. If the Alterations which Tenant causes to be constructed result in Landlord being required to make any alterations and/or improvements to other portions of the aggregate exceed One Million Dollars ($1,000,000.00) Project or Complex, as applicable, in costorder to comply with any applicable Laws, then Tenant shall reimburse Landlord may require upon demand for all costs and expenses incurred by Landlord in making such alterations and/or improvements. Any Alterations made by Tenant to provide Landlord, at shall become the property of Landlord upon installation and shall remain on and be surrendered with the Premises upon the expiration or sooner termination of this Lease or Tenant’s sole cost and expenseright to possession of the Premises, a payment and performance bond in form reasonably acceptable unless Landlord requires the removal of such Alterations by notifying Tenant of such requirement at the time Tenant requests Landlord’s consent to Landlordsuch Alterations, in a principal amount not less than or if no consent is required, when Tenant notifies Landlord of its plans for such Alterations. If Landlord requires the estimated costs removal of such Alterations, to ensure Landlord against any liability for mechanics’ and materialmen’s liens and to ensure completion of work. Before Alterations may begin, valid building permits or other permits or licenses required must be furnished to Landlord, and, once the Alterations begin, Tenant will diligently and continuously pursue their completion. Landlord may monitor construction of the Alterations and Tenant shall reimburse Landlord for its reasonable costs (including, without limitation, the costs of any construction manager retained by Landlord) in reviewing plans and documents and in monitoring construction. Tenant shall maintain during the course of construction, at its sole cost and expense, builders’ risk insurance for forthwith and with all due diligence (but in any event not later than ten (10) business days after the amount expiration or earlier termination of this Lease or Tenant’s right to possession of the completed value Premises) remove all or any portion of the any Alterations on an all-risk non-reporting form covering all improvements under constructionmade by Tenant which are designated by Landlord to be removed (including without limitation stairs, including building materialsbank vaults, and cabling, if applicable) and repair and restore the Premises in a good and workmanlike manner to their original condition, reasonable wear and tear excepted. All construction work doně by Tenant within the Premises shall be performed in a good and workmanlike manner with new materials of first-class quality, lien-free and in compliance with all Laws, and in such manner as to cause a minimum of interference with other insurance construction in amounts progress and with the transaction of business in the Project or Complex, as applicable. Tenant agrees to indemnify, defend and hold Landlord harmless against any loss, liability or damage resulting from such risks work. The foregoing indemnity shall survive the expiration or earlier termination of this Lease. Landlord’s consent to or approval of any Alterations (or the plans therefor) shall not constitute a representation or warranty by Landlord, nor Landlord’s acceptance, that the same comply with sound architectural and/or engineering practices or with all applicable Laws, and Tenant shall be solely responsible for ensuring all such compliance. All voice, data, video, audio and other low voltage control transport system cabling and/or cable bundles installed in the Building by Tenant or its contractor shall be (A) plenum rated and/or have a composition makeup suited for its environmental use in accordance with NFPA 70/National Electrical Code; (B) labeled every 3 meters with the Tenant’s name and origination and destination points; (C) installed in accordance with all EIA/TIA standards and the National Electric Code; (D) installed and routed in accordance with a routing plan showing “as built” or “as installed” configurations of cable pathways, outlet identification numbers, locations of all wall, ceiling and floor penetrations, riser cable routing and conduit routing (if applicable), and such other information as Landlord shall may reasonably require in connection with the Alterations. In addition to and without limitation on the generality of the foregoing, Tenant shall ensure that its contractor(s) procure and maintain in full force and effect during the course of construction a “broad form” commercial general liability and property damage policy of insurance naming Landlord, Tenant and Landlord’s lenders, if any, as additional insuredsrequest. The minimum limit of coverage of the aforesaid policy routing plan shall be in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of one person in any one accident or occurrence and in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of more than one person in any one accident or occurrence, and shall contain a severability of interest clause or a cross liability endorsement. Such insurance shall further insure available to Landlord and Tenant against liability for property damage of its agents at least Three Million Dollars ($3,000,000.00)the Building upon request. (c) Tenant agrees not to proceed to make any Alterations, notwithstanding consent from Landlord to do so, until Tenant notifies Landlord in writing of the date Tenant desires to commence construction or installation of such Alterations and Landlord has approved such date in writing, in order that Landlord may post appropriate notices to avoid any liability to contractors or material suppliers for payment for Tenant’s improvements. Tenant will at all times permit such notices to be posted and to remain posted until the completion of work.

Alterations. (a) Tenant shall not before make no alterations, additions or during improvements to the Term make or suffer to be made Premises without Landlord’s prior written consent as provided herein and without a valid building permit issued by the appropriate governmental agency. To the extent that any alterations, additions or improvements in or to the Premises constitute “Major Alterations” (herein collectively called “Alterations”) without first obtaining Landlord’s written approval thereof based on detailed plans and specifications submitted by Tenant. Landlord’s approval as defined below), Landlord may be withheld withhold its consent in Landlord’s sole and absolute discretion if any Alterations could in Landlord’s judgment affect the structure of the Building or the electrical, mechanical, heating, ventilation or air conditioning, life safety or plumbing systems of the Building (collectively the “Building Systems”), be visible from outside the Premises, or require additional code compliance or similar work not included in the Alterationsdiscretion; otherwise, Landlord’s consent to any alterations, additions or improvements to the Premises other than Major Alterations shall not be unreasonably withheld. Without limiting As used herein, “Major Alterations” shall mean any alterations, additions or improvements (i) which are visible from outside the foregoingPremises and/or Building (including design and aesthetic changes), all Alterations shall also be subject and/or (ii) to the provisions exterior of Section 11.2 below. Notwithstanding the foregoingBuilding, Tenant shall be permitted to make Alterations that do not affect the structure roof of the Building, the heating, ventilation and/or air conditioning systems serving the Premises, the fire sprinkler, plumbing, electrical, mechanical and/or any other systems serving the Premises, any interior, load-bearing walls, foundation and/or the floor slab of the Building and/or Premises. “Cosmetic Alterations” shall mean alterations, additions or improvements to the Building Systems that in interior of the aggregate Premises which do not exceed Two Hundred Fifty constitute Major Alterations, are cosmetic in nature and have a cost (per project) not more than Thirty Thousand and No/100 Dollars ($250,000.00) without the 30,000.00), for which Landlord’s prior written consent shall not be required provided Tenant complies with all other requirements of Landlord; provided, however, that this Paragraph 6.5. Tenant shall provide notify Landlord copies in writing at least fifteen (15) days prior to commencement of any such work to enable Landlord to post a Notice of Non-Responsibility or other notice deemed proper before the commencement of such work. Any and all permitssuch alterations, plans and other related documents in connection with such Alterations. (b) Any Alteration to the Premises additions or improvements shall be at Tenant’s sole cost and expense, in compliance comply with all applicable Applicable Laws and all requirements requested by Landlord, including, without limitation, the requirements of obtaining any insurer providing coverage for the Premises or the Building or any part thereof, and in accordance with plans and specifications approved in writing by Landlord, and shall be constructed and installed by a contractor reasonably approved in writing by Landlord. As a further condition to giving consent, with respect to Alterations that could affect the structural components of the Building Systems or which in the aggregate exceed One Million Dollars ($1,000,000.00) in cost, Landlord may require Tenant to provide Landlord, at Tenant’s sole cost and expense, a payment and performance bond in form reasonably acceptable to Landlord, in a principal amount not less than the estimated costs of such Alterations, to ensure Landlord against any liability for mechanics’ and materialmen’s liens and to ensure completion of work. Before Alterations may begin, valid building required permits or other permits or licenses required must be furnished to Landlordgovernmental approvals. Upon termination of this Lease, andany alterations, additions and improvements (including without limitation all electrical, lighting, plumbing, heating and air-conditioning equipment, doors, windows, partitions, drapery, carpeting, shelving, counters, and physically attached fixtures) made by Tenant shall at once the Alterations begin, Tenant will diligently and continuously pursue their completion. Landlord may monitor construction become part of the Alterations realty and Tenant shall reimburse belong to Landlord for its reasonable costs (includingunless the terms of the applicable consent provide otherwise, without limitationor Landlord requests that part or all of the additions, the costs of any construction manager retained by Landlord) in reviewing plans and documents and in monitoring constructionalterations or improvements be removed. Tenant shall maintain during the course of constructionIn such case, Tenant, at its sole cost and expense, builders’ risk insurance for shall promptly remove the amount specified additions, alterations or improvements and shall fully repair and restore the relevant portion(s) of the completed value of Premises to the Alterations on an all-risk non-reporting form covering all improvements condition in which Tenant is otherwise required to surrender the Premises under construction, including building materials, and other insurance in amounts and against such risks as Landlord shall reasonably require in connection with the Alterations. In addition to and without limitation on the generality of the foregoing, Tenant shall ensure that its contractor(s) procure and maintain in full force and effect during the course of construction a “broad form” commercial general liability and property damage policy of insurance naming Landlord, Tenant and Landlord’s lenders, if any, as additional insureds. The minimum limit of coverage of the aforesaid policy shall be in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of one person in any one accident or occurrence and in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of more than one person in any one accident or occurrence, and shall contain a severability of interest clause or a cross liability endorsement. Such insurance shall further insure Landlord and Tenant against liability for property damage of at least Three Million Dollars ($3,000,000.00)Paragraph 18.1. (c) Tenant agrees not to proceed to make any Alterations, notwithstanding consent from Landlord to do so, until Tenant notifies Landlord in writing of the date Tenant desires to commence construction or installation of such Alterations and Landlord has approved such date in writing, in order that Landlord may post appropriate notices to avoid any liability to contractors or material suppliers for payment for Tenant’s improvements. Tenant will at all times permit such notices to be posted and to remain posted until the completion of work.