Common use of Construction of Tenant Improvements Clause in Contracts

Construction of Tenant Improvements. After the Landlord and Ground Lessor (in accordance with Paragraph 12 hereof) approve Tenant’s Plans and Tenant receives any necessary building permits, Tenant shall administer and diligently prosecute the construction of Tenant Improvements in accordance with Tenant’s Plans, in compliance with applicable Laws, and using building standard material, subject to Landlord’s right, at its election, to itself construct the Restroom Improvements. All Tenant Improvements (other than, if applicable, the Restroom Improvements) shall be constructed by Tenant’s Contractor (and/or its subcontractors), and Tenant shall be responsible for project management with respect to construction of the Tenant Improvements. During construction of the Tenant Improvements, Tenant and its contractors and subcontractors (i) shall not interfere with the access to, use of, or business conducted within any other portions of the Project by other tenants or occupants, (ii) shall use diligent efforts to coordinate the timing of work, deliveries and other construction matters with tenants or occupants of the Project that could be adversely impacted by such work, deliveries and construction matters, including, without limitation, by scheduling work that would create noise, vibrations, dust or other similar annoyances to other tenants or occupants of the Project outside normal business hours, notwithstanding any additional cost (for overtime or otherwise) that Tenant may incur, (iii) shall clean and secure construction and staging areas daily, (iv) shall stage all construction and store all construction materials and equipment in a location designated by Landlord (in Landlord’s sole discretion) on the Project, and (v) shall otherwise abide by all rules and requirements established or imposed by Landlord relating to the performance of the Tenant Improvements, including rules relating to any required shutdown of utilities (including life-safety systems), storage of materials, and coordination of work with other tenant’s or occupant’s contractors. Tenant shall not be charged any construction management fee for Landlord’s review of Tenant’s Plans or any oversight of the construction of the Tenant Improvements.

Construction of Tenant Improvements. After Landlord shall, via the General Contractor, obtain all state and local licenses, permits and approvals (whether governmental or non‑governmental) required to construct the Tenant Improvements and for Tenant's occupancy of the Expansion Space. Landlord shall provide access to the General Contractor for Construction of the Tenant Improvements and Ground Lessor (in accordance with Paragraph 12 hereof) approve to the extent such access requires entry through space occupied by other tenants, Landlord shall provide for such access at its sole cost and expense. The Landlord shall engage, subject to Tenant’s Plans reasonable approval, a general contractor to construct the Tenant Improvements (the “General Contractor”). The General Contractor shall construct and Tenant receives any necessary building permits, Tenant shall administer and diligently prosecute install the construction of Tenant Improvements in accordance with the Plans which expense shall be deducted from the Upfit Allowance. The Tenant Improvements shall be delivered via Associated General Contractors (AGC) Guaranteed Maximum Price Contract (the "Contract") with Liquidated Damages of $500.00 per day, and a payment and performance bond. Any Liquidated Damages (less cost of collection) paid to Landlord shall accrue to the Tenant’s Plans; provided, however, any paid Liquidated Damages for any Tenant Delay shall accrue to Landlord. The General Contractor shall obtain at least three (3) bids for all major trade work at the Expansion Space. Landlord will work with the General Contractor to complete the Tenant Improvements by the Commencement Date. All contracts with vendors and subcontractors for construction of the Tenant Improvements will be negotiated by the General Contractor. All work performed in connection with the construction of the Expansion Space shall be performed in a good and workmanlike manner, in accordance with all Applicable Laws and the final approved Plans. If materials are not readily available, require quick ship charges, or require substitution, the Tenant will be given notice and the opportunity to select alternate materials. Landlord shall insure that the Architect conducts a periodic review (a minimum of once every two weeks) of the progress of construction to ensure compliance with applicable Laws, and using building standard materialthe Plans. Tenant may from time to time request in writing changes to the Plans (a “Change Order”), subject to Landlord’s rightconsent, at its election, which shall not be unreasonably withheld. Landlord shall cause Contractor to itself construct provide an estimate of any change in the Restroom ImprovementsConstruction Cost and/or Schedule. All Tenant Improvements shall have the right to elect whether or not to proceed with the Change Order within five (other than, if applicable, the Restroom Improvements5) shall be constructed business days after receipt of such estimate. Upon such approval by Tenant’s Contractor (, or confirmation by Landlord that the Change Order will not result in any change in cost and/or its subcontractors)Schedule, and Tenant Landlord shall be responsible for project management with respect to construction implement the Change Order as part of the Tenant Improvements. During construction Landlord acknowledges that Tenant may hire the General Contractor and/or any subcontractors to perform other work items (in accordance with the terms and conditions of the Lease) within the original Premises concurrently with the Tenant Improvements, provided such work does not require changes to the Schedule. Tenant and its contractors and subcontractors acknowledges that the following items may result in changes to the Budget and/or Schedule: (i) shall not interfere with Municipal or other governmental inspectors require changes to the access toExpansion Space such as code compliance changes. In such event, use of, or business conducted within any other portions Landlord will notify Tenant of the Project by other tenants or occupantsrequired changes, but the increased cost of such changes, if any, and any delay associated with such changes shall be the responsibility of Tenant. (ii) Change Orders approved by Tenant. Any increased costs and delays due to such approved Change Orders shall use diligent efforts to coordinate be the timing responsibility of work, deliveries and other construction matters with tenants or occupants Tenant. Any delays caused by such approved Change Orders shall not delay the Commencement Date of the Project that could be adversely impacted by such work, deliveries Lease. Landlord shall not charge Tenant any administrative fees in respect of any Change Orders. Tenant shall have five (5) business days to review and construction matters, including, without limitation, by scheduling work that would create noise, vibrations, dust or other similar annoyances to other tenants or occupants of the Project outside normal business hours, notwithstanding approve all Change Orders and any additional cost (for overtime or otherwise) that review time by Tenant may incur, shall be a Tenant Delay. (iii) If materials are not readily available, require quick ship charges, or require substitution, provided Landlord shall clean identify any such materials within ten (10) days of final approval of the Plans, and secure construction in any such case, Tenant will be given notice and staging areas daily, the opportunity to select alternate materials. (iv) shall stage all construction and store all construction materials and equipment in a location designated by Landlord (in Landlord’s sole discretion) on the Project, and (v) shall otherwise abide by all rules and requirements established or imposed by Landlord relating to the performance of the Any Tenant Improvements, including rules relating to any required shutdown of utilities (including life-safety systems), storage of materials, and coordination of work with other tenant’s or occupant’s contractors. Tenant shall not be charged any construction management fee for Landlord’s review of Tenant’s Plans or any oversight of the construction of the Tenant ImprovementsDelay.

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

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

Construction of Tenant Improvements. After the Landlord and Ground Lessor (in accordance with Paragraph 12 hereof) approve On Tenant’s Plans behalf, Landlord shall select a licensed general contractor or contractors (the “Contractor”) to construct and Tenant receives any necessary building permits, Tenant shall administer and diligently prosecute install the construction of Tenant Improvements in accordance with the Plans (the “Work”) at Tenant’s Plans, in compliance with applicable Laws, and using building standard material, expense (which expense shall be deducted from the Allowance). The Contractor shall be subject to Landlord’s right, at its election, to itself construct the Restroom Improvements. All Tenant Improvements (other than, if applicable, the Restroom Improvements) shall be constructed by Tenant’s Contractor (and/or its subcontractors), and Tenant shall be responsible for project management with respect to construction reasonable approval of the Tenant. Landlord shall coordinate and facilitate all communications between Tenant Improvements. During construction and the Contractor. a. Prior to commencing Work, Landlord shall submit to Tenant in writing the cost of the Tenant ImprovementsWork, Tenant and its contractors and subcontractors which shall include (i) shall not interfere with the access toContractor’s cost for completing the Work (including the Contractor’s general conditions, use of, or business conducted within any other portions of the Project by other tenants or occupants, overhead and profit) and (ii) shall use diligent efforts to coordinate a Construction Supervision Fee in the timing of work, deliveries and other construction matters with tenants or occupants amount set forth in Section 1.1 of the Project that could Lease to be adversely impacted by such work, deliveries paid to Landlord to manage and construction matters, including, without limitation, by scheduling oversee the work that would create noise, vibrations, dust or other similar annoyances to other tenants or occupants of the Project outside normal business hours, notwithstanding any additional cost (for overtime or otherwise) that Tenant may incur, (iii) shall clean and secure construction and staging areas daily, (iv) shall stage all construction and store all construction materials and equipment in a location designated by Landlord (in Landlordbe done on Tenant’s sole discretion) on the Project, and (v) shall otherwise abide by all rules and requirements established or imposed by Landlord relating to the performance of the Tenant Improvements, including rules relating to any required shutdown of utilities (including life-safety systems), storage of materials, and coordination of work with other tenant’s or occupant’s contractorsbehalf. Tenant shall have five (5) business days to review and approve the cost of the Work. Landlord shall not authorize the Contractor to proceed with the work until the cost is mutually agreed upon and approved in writing and delivered to Landlord. b. Any changes in the approved cost of the Work shall be charged by written change order signed by the Tenant. Tenant agrees to process change orders in a timely fashion. Tenant acknowledges that the following items may result in change orders: i. Municipal or other governmental inspectors that require changes to the Premises such as additional exit lights, fire damper or whatever other changes they may require. In such event, Landlord will notify the Tenant of the required changes, but the cost of such changes and any construction management fee for Landlord’s review delay associated with such changes shall be the responsibility of the Tenant’s . ii. Tenant makes changes to the Plans or any oversight requests additional work. Tenant will be notified of the construction cost and any delays that would result from the change by a change order signed by Tenant before the changes are implemented. iii. Any errors or omissions in the Plans or specifications which require changes. Landlord will notify the Tenant of the required changes, but the cost of such changes and any delay associated with such changes shall be the responsibility of the Tenant. iv. Materials are not readily available, require quick ship charges, or require substitution. v. The Tenant ImprovementsImprovement schedule requires Express Review to get permits, which will increase the costs of the permitting process.

Construction of Tenant Improvements. After 2.1 Upon completion of the Construction Drawings, Landlord shall apply for a building permit and Ground Lessor any other necessary government approvals. The parties acknowledge issuance of a building permit, and receipt of necessary government approvals, are not within either party’s control. Landlord shall notify Tenant of receipt of a building permit and the date anticipated for commencement of Landlord’s Work. If Landlord is unable to obtain a permit, or any other necessary government approval, within three (in accordance with Paragraph 12 hereof3) approve Tenant’s Plans months and twenty-one (21) days after execution of this Lease by both parties, Landlord shall notify Tenant receives any necessary building permits, of the same. Tenant shall administer have the right to terminate this Lease by providing notice to the other party within seven (7) business days of Landlord’s notice, with a return of the Security Deposit to Tenant, and diligently prosecute with each side otherwise bearing their own costs and expenses relating to the construction Lease in every respect. The failure or inability to obtain a permit, or other necessary government approval, within the time specified above shall not constitute a default under the Lease. 2.2 Upon receipt of a building permit, Landlord shall retain a licensed contractor of its choice (“Contractor”) to construct the Tenant Improvements in accordance with Tenant’s Plans, in compliance with applicable Laws, and using building standard material, subject the Final Working Drawings. Landlord shall cause the Contractor to Landlord’s right, at its election, to itself construct the Restroom Improvements. All Tenant Improvements (other than, if applicable, in accordance with the Restroom Improvements) Final Working Drawings and all Laws in a good and workmanlike manner. Landlord shall be constructed by Tenant’s Contractor (and/or its subcontractors), and deliver the Leased Premises to Tenant shall be responsible for project management with respect to construction promptly upon Substantial Completion of the Tenant Improvements. During Tenant shall have one year after Substantial Completion within which to notify Landlord of any construction of the Tenant Improvementsdefect discovered by Tenant, Tenant and its contractors and subcontractors (i) shall not interfere with the access to, use of, or business conducted within any other portions of the Project by other tenants or occupants, (ii) Landlord shall use diligent reasonable efforts to coordinate remedy or cause the timing of work, deliveries and other responsible contractor to remedy any such construction matters with tenants or occupants of the Project that could be adversely impacted by such work, deliveries and construction matters, including, without limitation, by scheduling work that would create noise, vibrations, dust or other similar annoyances to other tenants or occupants of the Project outside normal business hours, notwithstanding any additional cost defect within sixty (for overtime or otherwise60) that Tenant may incur, (iii) shall clean and secure construction and staging areas daily, (iv) shall stage all construction and store all construction materials and equipment in a location designated by Landlord (in Landlord’s sole discretion) on the Project, and (v) shall otherwise abide by all rules and requirements established or imposed by Landlord relating to the performance of the Tenant Improvements, including rules relating to any required shutdown of utilities (including life-safety systems), storage of materials, and coordination of work with other tenant’s or occupant’s contractors. Tenant shall not be charged any construction management fee for Landlord’s review of Tenant’s Plans or any oversight of the construction of the Tenant Improvementsdays thereafter.

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

Construction of Tenant Improvements. After (a) Tenant has personally inspected the Leased Premises and accepts the same “AS IS” without representation or warranty by Landlord of any kind and Ground Lessor with the understanding that Landlord shall have no responsibility with respect thereto except to construct in a good and workmanlike manner the improvements described in the scope of work attached hereto as Exhibit B and made a part hereof (in accordance the “Tenant Improvements”). (b) Landlord shall provide Tenant with Paragraph 12 hereof) approve a proposed schedule for the construction and installation of the Tenant Improvements and shall notify Tenant of any material changes to said schedule. Tenant agrees to coordinate with Landlord regarding the installation of Tenant’s Plans phone and data wiring and any other trade related fixtures that will need to be installed in the Leased Premises prior to substantial completion of the Tenant receives any necessary building permitsImprovements. In addition, if and to the extent permitted by applicable laws, rules and ordinances, Tenant shall administer have the right to enter the Leased Premises for thirty (30) days prior to the scheduled date for substantial completion of the Tenant improvements (as may be notified from time to time) in order to install fixtures (such as racking) and diligently prosecute otherwise prepare the construction Leased Premises for occupancy (which right shall expressly exclude making any structural modifications). During any entry prior to the Commencement Date (i) Tenant shall comply with all terms and conditions of this Lease other than the obligation to pay rent, (ii) Tenant Improvements in accordance shall not interfere with Tenant’s Plans, in compliance with applicable Laws, and using building standard material, subject to Landlord’s rightcompletion of the Tenant Improvements, at (iii) Tenant shall cause its election, personnel and contractors to itself construct comply with the Restroom Improvements. All terms and conditions of Landlord’s rules of conduct (which Landlord agrees to furnish to Tenant Improvements (other than, if applicable, the Restroom Improvements) shall be constructed by Tenant’s Contractor (and/or its subcontractorsupon request), and (iv) Tenant shall not begin operation of its business. Tenant acknowledges that Tenant shall be responsible for project management with respect to construction of the Tenant Improvements. During construction of the Tenant Improvements, Tenant obtaining all applicable permits and its contractors and subcontractors (i) shall not interfere with the access to, use of, or business conducted within any other portions of the Project by other tenants or occupants, (ii) shall use diligent efforts to coordinate the timing of work, deliveries and other construction matters with tenants or occupants of the Project that could be adversely impacted by such work, deliveries and construction matters, including, without limitation, by scheduling work that would create noise, vibrations, dust or other similar annoyances to other tenants or occupants of the Project outside normal business hours, notwithstanding any additional cost (for overtime or otherwise) that Tenant may incur, (iii) shall clean and secure construction and staging areas daily, (iv) shall stage all construction and store all construction materials and equipment in a location designated by Landlord (in Landlord’s sole discretion) on the Project, and (v) shall otherwise abide by all rules and requirements established or imposed by Landlord relating to the performance of the Tenant Improvements, including rules inspections relating to any required shutdown of utilities such entry by Tenant. (including life-safety systems)c) Landlord shall use commercially reasonable efforts to substantially complete the Tenant Improvements on or before September 1, storage of materials2002. Promptly following the Commencement Date, and coordination of work with other tenant’s or occupant’s contractors. Tenant shall not be charged any construction management fee for execute Landlord’s review Letter of Tenant’s Plans or any oversight of Understanding in substantially the construction of form attached hereto as Exhibits C and made a part hereof, acknowledging, among other things, that Tenant has accepted the Leased Premises. (d) Landlord agrees to complete the Tenant ImprovementsImprovements no later than September 1, 2002.

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

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

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

Construction of Tenant Improvements. After 3.1 Upon completion of the Working Plans and at the request of ▇▇▇▇▇▇, Landlord and Ground Lessor (its contractor shall provide to Tenant in accordance with Paragraph 12 hereof) approve writing an estimate of the cost of improvements to be provided at Tenant’s Plans and Tenant receives any necessary building permits's expense pursuant to Section 1 of this Expansion Space Work Agreement. Within five days after ▇▇▇▇▇▇'s receipt of such estimated cost, Tenant shall administer delete any items which Tenant elects not to have constructed. Landlord and diligently prosecute ▇▇▇▇▇▇ shall work together to establish a construction budget reasonably acceptable to both parties. Tenant shall authorize in writing the agreed upon construction budget. In the absence of Tenant Improvements in accordance with Tenant’s Planssuch written authorization, in compliance with applicable Laws, and using building standard material, subject Landlord shall not be obligated to Landlord’s right, at its election, to itself construct commence work on the Restroom Improvements. All Tenant Improvements (other than, if applicable, the Restroom Improvements) shall be constructed by Tenant’s Contractor (and/or its subcontractors), Expansion Space and Tenant shall be responsible for project management with respect any costs due to construction any resulting delay in completion of the Expansion Space. 3.2 If Tenant Improvementsdesires any change to its improvements, Tenant shall submit a written request for such change to Landlord, together with all plans and specifications necessary to show and explain changes from the approved Working Plans. During construction Any such change shall be subject to ▇▇▇▇▇▇▇▇'s approval. Landlord or Landlord's contractor shall notify Tenant in writing of the amount, if any, which will be charged or credited to Tenant Improvementsto reflect the cost of such change. 3.3 Tenant's entry into the Expansion Space for any purpose, Tenant prior to September 1, 1999, shall be subject to all the terms and its contractors and subcontractors (i) shall not interfere with the access to, use of, or business conducted within any other portions conditions of the Project by other tenants or occupantsLease, (ii) shall use diligent efforts to coordinate including without limitation the timing of work, deliveries and other construction matters with tenants or occupants provisions of the Project that could be adversely impacted by such work, deliveries and construction matters, including, without limitation, by scheduling work that would create noise, vibrations, dust or other similar annoyances to other tenants or occupants of the Project outside normal business hours, notwithstanding any additional cost (for overtime or otherwise) that Tenant may incur, (iii) shall clean and secure construction and staging areas daily, (iv) shall stage all construction and store all construction materials and equipment in a location designated by Landlord (in Landlord’s sole discretion) on the Project, and (v) shall otherwise abide by all rules and requirements established or imposed by Landlord Lease relating to the performance maintenance of insurance, but excluding the provisions of the Tenant Improvements, including rules Lease relating to any required shutdown the payment of utilities rent. Tenant's entry shall mean entry by Tenant, its officers, contractors, licensees, agents, servants, employees, guests, invitees, or visitors (including life-safety systemsthe "Tenant Parties"), storage of materials, and coordination of work with other tenant’s or occupant’s contractors. Tenant shall not be charged indemnify and hold harmless Landlord from and against any construction management fee for Landlord’s review and all claims, losses, liabilities, and expenses (including without limitation attorneys' fees) arising out of Tenant’s Plans or in any oversight way related to the activities of Tenant or the Tenant Parties in the Expansion Space or the Project. EXHIBIT D STATEMENT OF TENANT IN RE: LEASE -------------------------------- Date: May 31, 2000 Teachers Insurance and Annuity Association of America ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇ 17 Attn: ______________________ RE: TIAA Appl. #OR- 108 TIAA Mtge. #000447000 Name of Project: Evergreen Corporate Center Address: ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ Ladies and Gentlemen: It is our understanding that you have a mortgage upon the subject premises and as a condition precedent thereof have required this certification of the construction undersigned. The undersigned, as tenant, under that certain lease dated January 15, 1997, as amended by an Amendment to Lease dated July 15, 1999, made with Evergreen Corporate Center LLC, as landlord, hereby ratifies said lease and certifies that: 1. the "Commencement Date" of said lease is December 15, 1997; and 2. the undersigned is presently solvent and free from reorganization and/or bankruptcy; and 3. the operation and use of the Tenant Improvementspremises do not involve the generation, treatment, storage, disposal or release of a hazardous substance or a solid waste into the environment other than to the extent necessary to conduct its ordinary course of business in the premises and in accordance with all applicable environmental laws, and that the premises are being operated in accordance with all applicable environmental laws, zoning ordinances and building codes; and 4. the current base rental payable pursuant to the terms of said lease is $107,232 per month; and further, additional rental pursuant to said lease is payable as provided in the Lease; and 5. said lease is in full force and effect and has not been assigned, modified, supplemented or amended in any way (except as set forth above) and the undersigned is not in default thereunder; and 6. the lease described above represents the entire agreement between the parties as to the leasing of the premises; and 7. the term of said lease expires on December 14, 2007; and 8. ▇▇▇▇▇▇▇▇ has spent at least $553,040 of the TI Allowance, as defined in the Amendment to Lease, and the work performed by landlord to date in the Expansion Space is acceptable to the undersigned. 9. no rental has been paid in advance and no security (except the security deposit in the amount of $120,839) has been deposited with landlord; and 10. tenant's floor area is 102,662 rentable square feet; and 11. the most recent payment of current basic rental was for the payment due on May 1, 2000, and all basic rental and additional rental payable pursuant to the terms of the lease have been paid up to said date; and 12. the undersigned acknowledges notice that landlord's interest under the lease and the rent and all other sums due thereunder will be assigned to you as part of the security for a mortgage loan by you to landlord. In the event that Teachers Insurance and Annuity Association of America, as lender, notifies the undersigned of a default under the mortgage and demands that the undersigned pay its rent and all other sums due under the lease to lender, tenant agrees that it shall pay its rent and all such other sums to lender. Very truly yours, MEDICALOGIC, INC. By: ▇▇▇ ▇. ▇▇▇▇▇ ------------------------------------- Its: VP Finance ------------------------------------ EXHIBIT E PROMISSORY NOTE --------------- $__________ __________, 1999 Portland, Oregon FOR VALUE RECEIVED, the undersigned, MEDICALOGIC, Inc., an Oregon corporation ("Borrower"), promises to pay to the order of EVERGREEN CORPORATE CENTER LLC, an Oregon limited liability company, at ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, or such other place as may be designated from time to time in writing by the holder of this Note ("Holder"), the principal sum of ________________________________ Dollars ($____________) in lawful money of the United States of America, plus interest and other charges as provided herein.

Construction of Tenant Improvements. After the Landlord Plans for the ----------------------------------- Tenant's Work have been approved by Landlord, Tenant, and Ground Lessor (in accordance with Paragraph 12 hereof) approve Tenant’s Plans and Tenant receives any necessary building permitsthe local governing agencies, Tenant shall administer enter into a construction contract with Contractor (or such other contractor designated by Landlord) which shall include a provision for compliance with Landlord's rules and diligently prosecute regulations as defined herein, and Tenant shall provide Landlord with a copy of such contract. Tenant shall perform no Alterations or Tenant's Work except through Contractor and in strict accordance with this Exhibit. In no event shall Tenant be permitted to perform Tenant's Work prior to providing all information requested by Landlord relating to Tenant's Work. Failure by Tenant to provide any information requested by Landlord, including but not limited to evidence of Tenant's and Contractor's compliance with all of the construction insurance requirements hereof, shall constitute a default of the Lease in the event Tenant proceeds with Tenant's Work. Violations of Landlord's rules, regulations, and requirements as set forth herein or as otherwise established by Landlord shall constitute a default of this Lease if not corrected by Tenant and/or Contractor within twenty four (24) hours notice, either written or oral, by Landlord to Tenant. Landlord shall have the right to post a notice of non-responsibility at a prominent location within Tenant's Premises. It shall be the responsibility of Tenant Improvements to enforce the following requirements of Contractor, and all subcontractors of Contractor, at every level: 9.1 Contractor shall perform Tenant's Work in accordance a manner and at times which do not impede or delay Landlord's contractor in the Project. Any delays in the completion work by the Landlord or Landlord's contractor on the Project, or the commencement of the annual rental and any damage to any work caused by Contractor shall be at the sole cost and expense of Tenant. 9.2 Contractor shall be responsible for the repair, replacement, or clean-up of any damage by him to other contractors' work which specifically includes access ways to the Premises which may be concurrently used by others. Firelanes, sidewalks, hallways, and access to other tenant's suites may not be blocked or obstructed at any time. 9.3 Contractor shall contain his storage of materials and its operations within the Premises and such other space as he may be assigned by Landlord. Should he be assigned space outside of the Premises, it shall move to such other space as Landlord shall reasonably direct from time to time to avoid interference or delays with Tenant’s Plansother work. Contractor shall park construction vehicles in areas reasonably designated by Landlord. 9.4 All trash and surplus construction materials shall be stored within the Premises and shall be promptly removed from the Premises. Contractor shall not use common area trash enclosures or waste bins for disposal of trash or surplus construction material. 9.5 Contractor shall provide temporary utilities, in portable toilet facilities and portable drinking water as required for his work within the Premises. 9.6 Noise shall be kept to a minimum at all times, and shall not be permitted to interfere with the conduct of other tenant's business, or the general operation of the Project. Contractor shall notify Landlord or Landlord's project manager of any planned work to be done on weekends or other than normal job hours. 9.7 Tenant and Contractor are responsible for compliance with all applicable Lawscodes and regulations of duly constituted authorities having jurisdiction as far as the performance of the Tenant's Work is concerned and for all applicable safety regulations established by the Landlord, OSHA, or other regulatory agencies, and using building standard materialTenant further agrees to save and hold Landlord harmless for Tenant's actions arising from Tenant's Work. Prior to commencement of construction, subject Tenant shall submit to Landlord evidence of insurance as required by this Lease and evidence of insurance for Contractor. 9.8 Contractor shall not post signs on any part of the Project or on the Premises, without Landlord’s right, at its election, to itself construct the Restroom Improvements. All Tenant Improvements (other than, if applicable, the Restroom Improvements) shall be constructed by Tenant’s Contractor (and/or its subcontractors), and 's prior written approval. 9.9 Tenant shall be responsible for project management with respect and shall obtain and record a Notice of Completion promptly following completion of Tenant's work. 9.10 Landlord may require that, prior to construction the commencement of the Tenant Improvements. During construction of the Tenant Improvementsconstruction, Tenant shall obtain or cause its contractor to obtain payment and its contractors and subcontractors (i) shall not interfere with performance bonds covering the access to, use of, or business conducted within any other portions of the Project by other tenants or occupants, (ii) shall use diligent efforts to coordinate the timing of work, deliveries and other construction matters with tenants or occupants of the Project that could be adversely impacted by such work, deliveries and construction matters, including, without limitation, by scheduling work that would create noise, vibrations, dust or other similar annoyances to other tenants or occupants of the Project outside normal business hours, notwithstanding any additional cost (for overtime or otherwise) that Tenant may incur, (iii) shall clean and secure construction and staging areas daily, (iv) shall stage all construction and store all construction materials and equipment in a location designated by Landlord (in Landlord’s sole discretion) on the Project, and (v) shall otherwise abide by all rules and requirements established or imposed by Landlord relating to the faithful performance of the Tenant Improvements, including rules relating to any required shutdown of utilities (including life-safety systems), storage of materials, and coordination of work with other tenant’s or occupant’s contractors. Tenant shall not be charged any construction management fee contract for Landlord’s review of Tenant’s Plans or any oversight of the construction of the Tenant's Work and the payment of all obligations arising thereunder. Such bonds shall be for the mutual benefit of both Landlord and Tenant. 9.11 Tenant Improvementsshall provide to Landlord a copy of the fully executed construction contract, including all addendum and a line item breakdown by trade thereto, between Tenant and its Contractor for the Tenant's Work. 9.12 All required permits and approvals, including but not limited to Planning, Building, Fire, and Health department permits, must be obtained and all necessary calculations, including, but not limited to, those required under Title 24, must be submitted to the local governing agencies for all work to be performed by Tenant or Contractor in the Premises. 9.13 Any modifications to the building exterior shall be subject to Landlord's prior approval. No romex wiring shall be allowed, nor shall water lines be placed in slabs, unless approved by Landlord prior to installation. All equipment placed upon the roof as a result of the Tenant's Work, and all roof penetrations, shall be approved by Landlord prior to the commencement of work. 9.14 Landlord, at Landlord's reasonable discretion, may from time to time establish such other reasonable rules and regulations for protection of property and the general safety of occupants and invitees of the Project. Such rules and regulations shall apply to Tenant and Contractor as though established upon the execution of this Exhibit "C".

Construction of Tenant Improvements. After Prior to commencing the Landlord and Ground Lessor (in accordance with Paragraph 12 hereof) approve Tenant’s Plans and Tenant receives any necessary building permits, Tenant shall administer and diligently prosecute the construction of Tenant Improvements in accordance with Tenant’s Plans, in compliance with applicable Laws, and using building standard material, subject to Landlord’s right, at its election, to itself construct the Restroom Improvements. All Tenant Improvements (other than, if applicable, the Restroom Improvements) shall be constructed by Tenant’s Contractor (and/or its subcontractors), and Tenant shall be responsible for project management with respect to construction of the Tenant Improvements. During construction of the Tenant Improvements, Tenant and its contractors and subcontractors (i) shall not interfere with the access to, use of, or business conducted within any other portions of the Project by other tenants or occupants, (ii) shall use diligent efforts deliver to coordinate the timing of work, deliveries and other construction matters with tenants or occupants of the Project that could be adversely impacted by such work, deliveries and construction matters, including, without limitation, by scheduling work that would create noise, vibrations, dust or other similar annoyances to other tenants or occupants of the Project outside normal business hours, notwithstanding any additional cost (for overtime or otherwise) that Tenant may incur, (iii) shall clean and secure construction and staging areas daily, (iv) shall stage all construction and store all construction materials and equipment in a location designated by Landlord (a) evidence of insurance (whether carried by Tenant or its contractor) meeting the requirements set forth in Landlord’s sole discretion) on the Projectbelow Paragraph, and (v) which insurance shall otherwise abide by all rules and requirements established or imposed by Landlord relating to the performance of the Tenant Improvements, including rules relating to any required shutdown of utilities (including life-safety systems), storage of materials, and coordination of work with other tenant’s or occupant’s contractors. Tenant shall not be charged any construction management fee for Landlord’s review of Tenant’s Plans or any oversight of maintained throughout the construction of the Tenant Improvements, and (b) a project schedule in detail reasonably satisfactory to Landlord. Throughout the construction of the Tenant Improvements, Tenant shall notify Landlord promptly of any material deviations from such project schedule. Tenant or its contractor shall construct the Tenant Improvements in a good, first-class and workmanlike manner and in accordance with the Plans and Specifications and all applicable governmental regulations. If Tenant shall fail to complete the Tenant Improvements by the Commencement Date, Tenant’s obligation to pay Base Rent and Additional Rent hereunder shall nevertheless begin as set forth herein. Landlord shall have the right, from time to time throughout the construction process, to enter upon the Premises to perform periodic inspections of the Tenant Improvements. Tenant agrees to respond to and address promptly any reasonable concerns raised by Landlord during or as a result of such inspections. All contractors and subcontractors utilized by Tenant shall carry the following policies and types of insurance (a) Workers’ Compensation and Employers’ Liability Insurance, with limits of not less than those required by any employee benefit act or other statutes applicable in the State of Georgia, as will protect Tenant’s contractors from any and all liability under the aforementioned acts. (b) Commercial General Liability Insurance including (i) broad form contractual liability, (ii) completed operations/product liability with a two year extension beyond completion and acceptance of such contract work, (iii) broad form property damage including completed operations, (iv) X C & U exclusion deleted where applicable. (c) Comprehensive Automobile Liability Insurance including the ownership, maintenance and operations of any automotive equipment owned, hired and non-owned, including loading and unloading of any automobile, which insurance shall insure Tenant’s contractors against any and all claims for bodily injury, including death resulting therefrom and damage to the property of others arising from its operations under its contract with Tenant whether such operations are performed by Tenant’s contractors or by any one directly or indirectly employed by any of them. (d) Builders’ Risk Completed Value Form affording “All Risks of Physical Loss or Damage” to the Work and all other improvements to the Premises and all furniture, trade fixtures, equipment, merchandise and all other items of Tenant’s property in the Premises. All liability insurance shall have combined single limits of at least $3,000,000.00; provided, however, that with respect to any contractor or subcontractor whose contract amount is less than $100,000.00 and whose work does not involve high-risk activities (in the judgment of Landlord or its insurance agent) the limits required of such contractor shall be $1,000,000.00. All physical damage insurance shall be in amounts at least equal to the full replacement cost of the covered items and shall not be subject to the application of any coinsurance clauses or requirements.

Construction of Tenant Improvements. After the Landlord and Ground Lessor (in accordance with Paragraph 12 hereof) approve Tenant’s Plans and Tenant receives any necessary building permits, 2.8.1 Tenant shall administer and diligently prosecute the construction retain a licensed architect of Tenant Improvements in accordance with Tenant’s Plans, in compliance with applicable Laws, and using building standard materialits choice, subject to Landlord’s right, at its electionprior written approval, to itself construct prepare the Restroom Improvements. All Tenant Improvements (other than, if applicable, the Restroom Improvements) shall be constructed by Tenant’s Contractor (and/or its subcontractors), Plans and Tenant shall be responsible Specifications for project management with respect to construction of the Tenant Improvements. During construction The Plans and Specifications shall be subject to Landlord’s approval, which approval shall not be unreasonably delayed, provided that such Plans and Specifications comply with the requirements of this paragraph. 2.8.2 Within one hundred eighty (180) days following the date of execution of the Tenant ImprovementsLease by Tenant, Tenant and shall cause its contractors and subcontractors (i) shall not interfere with architect to furnish to Landlord for Landlord’s approval space plans sufficient to convey the access to, use of, or business conducted within any other portions architectural design of the Project by other tenants or occupants, (ii) shall use diligent efforts to coordinate the timing of work, deliveries and other construction matters with tenants or occupants of the Project that could be adversely impacted by such work, deliveries and construction mattersPremises, including, without limitation, the location of doors, partitions, electrical and telephone outlets, plumbing fixtures, heavy floor loads and other special requirements (collectively, the “Space Plan”). If required by scheduling work that would create noiseLandlord, vibrationsTenant’s architect shall consult with Landlord’s engineer in preparing the Space Plan, dust or other similar annoyances and incorporate such engineer’s requirements into the Space Plan. If Landlord fails to other tenants or occupants disapprove the Space Plan within the ten (10) day period following its receipt of the Project outside normal business hoursSpace Plan, notwithstanding the Space Plan shall be deemed approved. If Landlord shall disapprove of any additional cost portion of the Space Plan within such ten (10) day period, Landlord shall advise Tenant of the reasons therefor and shall notify Tenant of the revisions to the Space Plan that are reasonably required by Landlord for overtime the purpose of obtaining approval. Tenant shall within seven (7) days submit to Landlord, for Landlord’s approval, a redesign of the Space Plan, incorporating the revisions required by Landlord or otherwiseproposing alternatives for Landlord’s consideration, which shall be undertaken pursuant to the process set forth above. 2.8.3 Tenant shall cause its architect to prepare from Tenant’s approved Space Plan, complete Plans and Specifications within one hundred twenty (120) that Tenant may incurdays after Landlord approves the Space Plan. The Plans and Specifications shall (a) be compatible with the Building shell and with the design, (iii) shall clean and secure construction and staging areas daily, equipment of the Building; (ivb) comply with all Governmental Requirements; (c) comply with all applicable insurance regulations; and (d) be consistent with the approved Space Plan. Tenant shall stage all construction submit the Plans and store all construction materials Specifications for Landlord’s Approval in the same manner and equipment timeframe as provided in a location designated Subparagraph 2.8.2 above for approval by Landlord of Tenant’s Space Plan. 2.8.4 Tenant shall complete the Tenant Improvements in accordance with the approved Plans and Specifications and all applicable Governmental Requirements and in accordance with the provisions of Paragraph 5.8 (in “Work Performance and Responsible Contracting”). Tenant shall provide an exhibit depicting the intended Tenant Improvements to be attached as an exhibit to this Lease. Landlord shall review and manage the construction of the Tenant Improvements for a construction management fee of one and fifty percent (1.5%) of actual hard construction costs. 2.8.5 If Landlord requires performance or payment bonds, they shall be provided at Landlord’s sole discretion) on the Projectcost and expense, and (v) shall otherwise abide by all rules and requirements established or imposed by Landlord relating to not be funded from the performance of the Tenant Improvement Allowance. 2.8.6 All Tenant Improvements, including rules relating to any required shutdown regardless of utilities (including life-safety systems)which party constructed or paid for them, storage shall become the property of materials, Landlord and coordination shall remain upon and be surrendered with the Premises on the expiration or earlier termination of work with other tenant’s or occupant’s contractorsthis Lease. Tenant shall not be charged responsible for any construction management fee for Landlord’s review restoration (or removal) of Tenant’s Plans or any oversight its initial Tenant Improvements completed in accordance with the provisions of this Section 2.8 at the expiration of the construction of the Tenant ImprovementsLease Term other than its Telecommunication Facilities (as defined in Section 4.1.2).

Construction of Tenant Improvements. After the Landlord 3.1 Contracts with Tenant's Contractor and Ground Lessor Subcontractors. ----------------------------------------------------- (in accordance with Paragraph 12 hereofa) approve Tenant’s Plans and Tenant receives any necessary building permits, Tenant shall administer and diligently prosecute retain a licensed general contractor as the construction of Tenant Improvements in accordance with Tenant’s Plans, in compliance with applicable Laws, and using building standard material, subject to Landlord’s right, at its election, to itself construct contractor for the Restroom Improvements. All Tenant Improvements (other than, if applicable, the Restroom Improvements) shall be constructed by Tenant’s Contractor (and/or its subcontractors), and Tenant shall be responsible for project management with respect to construction of the Tenant ImprovementsImprovements ("Tenant's Contractor"). During construction Tenant's Contractor must be experienced in the performance of work comparable to the work of the Tenant ImprovementsImprovements in buildings comparable to the Building, and shall be subject to Landlord's prior approval, which approval shall not be unreasonably withheld or delayed. Tenant shall have the right to competitively bid the Tenant Improvement Work to three (3) qualified general contractors mutually acceptable to Landlord and Tenant. All subcontractors, laborers, materialmen and suppliers used by Tenant (such subcontractors, laborers, materialmen and suppliers, together with Tenant's Contractor, are collectively referred to herein as "Tenant's Agents") must be approved in writing by Landlord, which approval shall not be unreasonably withheld (b) Tenant shall furnish Landlord with true and correct copies of all construction contracts between or among Tenant, Tenant's Contractor and all subcontractors relating to the Tenant Improvement Work, provided that Landlord's review of such contracts shall not relieve Tenant from its contractors and subcontractors obligations under this Work Letter nor shall such review be deemed to constitute Landlord's representation that such contracts comply with the requirements of this Work Letter. All such contracts shall expressly provide that (i) the work to be performed thereunder shall not interfere with be subject to the access to, use of, or business conducted within any other portions terms and conditions of the Project by other tenants or occupants, (ii) shall use diligent efforts to coordinate the timing of work, deliveries and other construction matters with tenants or occupants of the Project that could be adversely impacted by such work, deliveries and construction mattersthis Work Letter, including, without limitation, by scheduling that such work that would create noise, vibrations, dust or other similar annoyances to other tenants or occupants of shall comply with the Project outside normal business hours, notwithstanding any additional cost (for overtime or otherwise) that Tenant may incur, (iii) shall clean Construction Rules and secure construction and staging areas daily, (iv) shall stage all construction and store all construction materials and equipment in a location designated by Landlord (in Landlord’s sole discretion) on the ProjectRegulations attached hereto as Schedule 1, and (vii) the Tenant Improvement Work (or in the case of a subcontractor, the portion thereof performed by such subcontractor) shall otherwise abide by all rules be warranted in writing to Tenant and requirements established or imposed by Landlord relating to be free from any defects in workmanship and materials for a period of not less than one (1) year from the performance date of completion of the Tenant Improvement Work. Tenant agrees to give to Landlord any assignment or other assurances which may be necessary to permit Landlord to directly enforce such warranties (such warranties shall include, without additional charge, the repair of any portion of the Building or Common Areas which may be damaged as a result of the removal or replacement of the defective Tenant Improvements, including rules relating to any required shutdown of utilities (including life-safety systems), storage of materials, and coordination of work with other tenant’s or occupant’s contractors. Tenant shall not be charged cause Tenant's Agents to engage only labor that is harmonious and compatible with other labor working in the Building. In the event of any construction management fee for Landlord’s review labor disturbance caused by persons employed by Tenant or Tenant's Contractor, Tenant shall immediately take all actions necessary to eliminate such disturbance. If at any time any of Tenant’s Plans or 's Agents interferes with any oversight other occupant of the construction Building, or hinders or delays any other work of improvement in the Building, or performs any work which may or does impair the quality, integrity or performance of any portion of the Building, including any building systems, Tenant Improvementsshall cause such subcontractor, laborer, materialman or supplier to leave the Building and remove all tools, equipment and materials immediately upon written notice delivered to Tenant, and, without limiting Tenant's indemnity obligations set forth in Paragraph 13 of the Lease, Tenant shall reimburse Landlord for all costs, expenses, losses or damages incurred or suffered by Landlord resulting from the acts or omissions of Tenant's Agents in or about the Building.

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

Construction of Tenant Improvements. After the Landlord and Ground Lessor (in accordance with Paragraph 12 hereof) approve Tenant’s Plans and Tenant receives any necessary building permits, Tenant shall administer and diligently prosecute the construction of The Tenant Improvements in accordance with Tenant’s Plans, in compliance with applicable Laws, and using building standard material, subject to Landlord’s right, at its election, to itself construct the Restroom Improvements. All Tenant Improvements (other than, if applicable, the Restroom Improvements) shall be constructed by a general contractor selected by Tenant (the “Contractor”) and approved in writing by Landlord prior to the commencement of construction. Such Landlord approval shall not be unreasonably withheld, conditioned or delayed. Landlord hereby approves Tenant’s Contractor (and/or its subcontractors)use of Commercial Contractors, and Tenant shall be responsible for project management with respect to construction of the Tenant ImprovementsInc. as Tenant’s general contractor. During construction of In constructing the Tenant Improvements, Tenant shall comply with Section 9.3 and the following provisions contained in Section 9.2. Tenant shall deliver to Landlord the contractor’s name, references and state license number, a certificate of liability insurance naming Landlord and Landlord’s manager and lender(s) as an additional insured, as well as full and complete plans and specifications of all such improvements, and any subsequent modifications or additions to such plans and specifications, and no proposed work shall be commenced or continued by Tenant until Landlord has received and given its written approval of each of the foregoing. Landlord shall either approve or disapprove any proposed alteration, addition or improvement on or before ten (10) days following receipt of all of the foregoing items. Landlord does not expressly or implicitly covenant or warrant that any plans or specifications submitted by Tenant are accurate, safe or sufficient or that the same comply with any applicable laws, ordinances, building codes, or the like. Further, Tenant shall indemnify, protect, defend and hold Landlord and Landlord’s agents, employees and contractors and subcontractors (i) the Building harmless for, from and against any loss, damage, liability, claims, cost or expense, including attorneys’ fees and costs, incurred as a result of any defects in design, materials or workmanship resulting from Tenant’s improvements to the Premises. All telephone or telecommunications lines, cables, conduits and equipment installed by Tenant shall not interfere remain the property of Tenant until termination of the Lease, at which time they shall, unless otherwise elected by Landlord by written notice to Tenant, be and become the property of Landlord. All alterations and additions by Tenant shall be done in a good and workmanlike manner and in compliance with the access toplans and specifications approved by Landlord and in compliance with all applicable laws and ordinances, use ofbuilding codes, bylaws, regulations and orders of any federal, state, county, municipal or business conducted within any other portions public authority and of the Project by other tenants or occupants, (ii) shall use diligent efforts to coordinate the timing of work, deliveries and other construction matters with tenants or occupants insurers of the Project that could Premises and as-built plans and specifications shall be adversely impacted provided to Landlord by such work, deliveries and construction matters, including, without limitation, by scheduling work that would create noise, vibrations, dust or other similar annoyances to other tenants or occupants Tenant upon completion of the Project outside normal business hours, notwithstanding any additional cost (for overtime or otherwise) that Tenant may incur, (iii) shall clean and secure construction and staging areas daily, (iv) shall stage all construction and store all construction materials and equipment in a location designated by Landlord (in Landlord’s sole discretion) on the Project, and (v) shall otherwise abide by all rules and requirements established or imposed by Landlord relating to the performance of the Tenant Improvements, including rules relating to any required shutdown of utilities (including life-safety systems), storage of materials, and coordination of work with other tenant’s or occupant’s contractorswork. Tenant shall not be charged required to remove any construction management fee for Landlord’s review of Tenant’s Plans or any oversight of the construction of the Tenant ImprovementsImprovements from the Premises at the expiration or earlier termination of this Lease other than the following items: (i) all telephone or telecommunications lines, cables, conduits and equipment, (ii) all nitrogen tanks and compressors, and (iii) and such other items for which Landlord notifies Tenant in writing within five (5) business days of Landlord’s receipt of the Tenant Improvement Plans. The cost of Tenant Improvements shall be paid as provided in Paragraph 3.1(d) below.

Construction of Tenant Improvements. After (a) Tenant has inspected the Additional Space, is familiar with the condition of the Additional Space and agrees to accept possession of the Additional Space in its current condition, AS-IS; except that Landlord and Ground Lessor at its expense will replace the remaining single pane windows in Suite 100B of the Additional Space with Building standard double pane windows. Tenant shall cause those improvements necessary for its use of the Additional Space (the "Tenant Improvements") to be constructed by TCI Construction, Inc. (the "Contractor") in accordance with Paragraph 12 hereofplans and specifications approved by Landlord, which approval will not be unreasonably withheld or delayed. The construction contract between Tenant and Contractor will be subject to the approval of Landlord, which approval will not be unreasonably withheld or delayed. All work must be done by Contractor on behalf of Tenant in a good and workmanlike manner. (b) approve Tenant’s Plans Landlord will reimburse Tenant in an amount not to exceed $46,820.00 for all costs of completing the work, including the Contractor's fees, design fees, Landlord's coordination fees (not in excess of two percent (2%) of the balance of the cost of the work), architect's fees, demolition costs, permit fees and Tenant receives any necessary building permits, applicable taxes. Tenant shall administer pay all additional costs to design and diligently prosecute the construction of Tenant Improvements in accordance with Tenant’s Plans, in compliance with applicable Laws, and using building standard material, subject to Landlord’s right, at its election, to itself construct the Restroom Improvements. All Tenant Improvements (other than, if applicable, the Restroom Improvements) shall be constructed by Tenant’s Contractor (and/or its subcontractors), and Tenant shall be responsible for project management with respect to construction of complete the Tenant Improvements. During Tenant shall indemnify, defend and hold Landlord harmless from and against any and all liens, losses, damages, claims or expenses (including reasonable attorneys' fees) arising out of or in any way related to the design and construction of the Tenant Improvements, except to the extent that any such liens, losses, claims or expenses result from the negligence or intentional misconduct of Landlord or its agents or employees. Tenant and its contractors and subcontractors (i) shall not interfere agrees that if Contractor or any subcontractor or other person or entity performing work or supplying materials or equipment in connection with the access toTenant Improvements files a lien against the Building or the Premises, use ofthen at Landlord's request, or business conducted within Tenant shall purchase and record a bond in the type required under RCW 60.04.161 in order to release the Building, the Premises and the real property on which the Building is located from the lien. When the Tenant Improvements are completed, Tenant shall deliver to Landlord a full and complete unconditional lien release from Contractor and any other portions of the Project by other tenants or occupants, (ii) shall use diligent efforts to coordinate the timing of work, deliveries and other construction matters with tenants or occupants of the Project that could be adversely impacted by such work, deliveries and construction matters, including, without limitation, by scheduling work that would create noise, vibrations, dust or other similar annoyances to other tenants or occupants of the Project outside normal business hours, notwithstanding any additional cost (for overtime or otherwise) that Tenant may incur, (iii) shall clean and secure construction and staging areas daily, (iv) shall stage all construction and store all construction materials and equipment in a location subcontractors designated by Landlord (in Landlord’s sole discretion) on the Project, and (v) shall otherwise abide by all rules and requirements established or imposed by Landlord relating to the performance of the Tenant Improvements, including rules relating to any required shutdown of utilities (including life-safety systems), storage of materials, and coordination of work with other tenant’s or occupant’s contractors. Tenant shall not be charged any construction management fee for Landlord’s review of Tenant’s Plans or any oversight of the construction of the Tenant Improvements.

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

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

Construction of Tenant Improvements. After (a) Tenant intends to design, construct and install all leasehold improvements to the Landlord and Ground Lessor Premises (collectively, the "Tenant Improvements") generally in accordance with Paragraph 12 Exhibit C and Exhibit C-1 attached hereto and made a part hereof) approve Tenant’s Plans and Tenant receives any necessary building permits, which are hereby consented to by the Landlord. Tenant shall administer provide the Landlord with copies of all construction plans submitted for applicable permits and diligently prosecute the final plans and permits secured from the appropriate municipalities and utilities. (b) Tenant shall utilize a general contractor of its choice for construction of the Tenant Improvements in accordance with Tenant’s Plans, in compliance with applicable Laws, and using building standard material, the selection of such contractor shall be subject to Landlord’s right, at its election, to itself construct the Restroom Improvementsterms of subsection (d) hereafter. All Tenant shall provide all contractors performing Tenant Improvements with a copy of Landlord's Contractor Rules and Regulations attached as Exhibit C-2 (other than, if applicable"Contractor Guidelines"). In the event of a conflict between the Contractor Guidelines and the provisions of this Lease, the Restroom Improvements) provisions of the Contractor Guidelines shall be constructed by Tenant’s Contractor (and/or its subcontractors), govern and control. Tenant shall be responsible for project management causing Tenant's contractors to comply with respect the Contractor Guidelines, and shall cause such Contractor Guidelines to be incorporated as part of the construction contract with the Contractor engaged by the tenant. Tenant shall be solely responsible for ensuring that the Tenant Improvements are completed in accordance with all applicable codes and for all construction and occupancy permits related to the Tenant Improvements. (c) All Tenant Improvements shall be completed at Tenant’s sole cost and expense, subject to payment of the Tenant ImprovementsImprovement Allowance pursuant to Section 1.01(j), which Tenant Reimbursement Allowance shall be reimbursed by the Landlord to the Tenant on a monthly basis as provided in this Lease. During construction Landlord's obligation to make each payment of the Tenant Improvement Allowance to Tenant shall be contingent upon: (i) Tenant providing evidence that all invoices related to the portion of the Tenant Improvement reimbursement being requested have been paid in full and (ii) Landlord's receipt of copies of executed lien waivers from all contractors engaged by the Tenant who have a right to file a mechanic’s lien again the Premises and whose contract exceeds $25,000.00 evidencing that said contractors have been paid in full for completed work to date for which reimbursement from Landlord to Tenant is being requested and lien releases for the disbursements being requested. Provided that (i) Tenant is not in default of the terms of this Lease beyond applicable cure periods and (ii) Tenant has delivered the items required in Section 2.02(c) to Landlord, following the Rent Commencement Date and Landlord’s receipt of Tenant’s payment of the first month’s Rent, Tenant may request that Landlord pay any remaining balance of the Tenant Improvement Allowance to Tenant. Payment of installments of the Tenant Improvement Allowance shall be made within thirty (30) days of Tenant’s request and provision of the required documents. To the extent that Landlord does not pay the Tenant Improvement Allowance to the Tenant as provided herein, and provided that Tenant is not in default of the terms of this Lease beyond applicable cure periods and Tenant has provided the executed lien waivers required by this Section 2.02(c), the Tenant shall have the right to offset the Tenant Improvement Allowance, or such applicable portion thereof as has not been paid by the Landlord as provided herein, against the next payments of Rent coming due. Provided, however, if the Landlord disputes in good faith that the Tenant Improvement Allowance requested by the Tenant is not properly due because Tenant is in default of the terms of this Lease beyond applicable cure periods or has failed to provide the executed lien waivers required by this Section 2.02(c), the Landlord shall provide the Tenant within five (5) days of the receipt of the request for the disbursement of the Tenant Improvement Allowance of its reasons therefore. If the parties are not able to resolve the dispute within fifteen (15) days from the date of Tenant’s request for the reimbursement with all required supporting documents, then the matter shall be submitted to resolution in accordance with the provisions of Section 16.16 hereof. Upon completion of the Tenant Improvements, Tenant and its contractors and subcontractors will provide Landlord with (i) shall not interfere with a complete list of all subcontractors, vendors and/or material suppliers contracted for the access toTenant Improvements and final lien waivers from all such subcontractors, use of, vendors or business conducted within any other portions of materials suppliers whose contract amount exceeds $25,000.00 and who has a right to file a mechanic’s lien against the Project by other tenants or occupantsPremises, (ii) shall use diligent efforts Tenant submission to coordinate the timing Landlord of work, deliveries and other construction matters with tenants or occupants of the Project that could be adversely impacted by such work, deliveries and construction matters, including, without limitation, by scheduling work that would create noise, vibrations, dust or other similar annoyances to other tenants or occupants of the Project outside normal business hours, notwithstanding any additional cost (for overtime or otherwise) that Tenant may incur, (iii) shall clean and secure construction and staging areas daily, (iv) shall stage all construction and store all construction materials and equipment in a location designated by Landlord (in Landlord’s sole discretion) on the Project, and (v) shall otherwise abide by all rules and requirements established or imposed by Landlord relating to the performance of as-built drawings documenting the Tenant Improvements, including rules relating to any required shutdown of utilities and (including life-safety systems), storage of materials, and coordination of work with other tenant’s or occupant’s contractors. Tenant shall not be charged any construction management fee for Landlord’s review of Tenant’s Plans or any oversight iii) a copy of the construction certificate of occupancy (or other certificates evidencing inspection and acceptance of the Tenant ImprovementsImprovements by appropriate government authorities). (d) This Section 2.02(d) will be in effect while Landlord’s existing construction loan is outstanding. Except as otherwise approved in writing and in advance by Landlord, the following applies to all construction work at the Building and the Premises that is performed by individuals or contractors retained by Landlord or Tenant: All construction work, including interior and tenant finish work and the continuing service maintenance contracts on the heating, ventilation, refrigeration, and air conditioning equipment, shall be performed by union contractors or subcontractors which are parties to and bound by a collective bargaining agreement with labor organizations affiliated with the local union Building and Construction Trades Council and the Area Regional District Council of Carpenters. All contractors and subcontractors shall comply with prevailing craft jurisdictions in the area. The above language shall be included in each agreement with any contractor, subcontractor and tenant, and each party shall comply with the foregoing. The Landlord shall provide the Tenant upon request by Tenant with confirmation if the aforesaid provision is still in force and effect.

Construction of Tenant Improvements. After 5.1 Within ten (10) days after Tenant's and Landlord's approval of the Landlord and Ground Lessor (in accordance with Paragraph 12 hereof) approve Tenant’s Plans and Tenant receives any necessary building permitsPlans, Tenant shall administer cause the contractor to proceed to secure a building permit and diligently prosecute the commence construction of the Tenant Improvements provided that the Building has in Landlord's discretion reached the stage of construction where it is appropriate to commence construction of the Tenant Improvements in accordance with Tenant’s Plans, in compliance with applicable Laws, and using building standard material, subject to Landlord’s right, at its election, to itself construct the Restroom Improvements. All Tenant Improvements (other than, if applicable, the Restroom Improvements) shall be constructed by Tenant’s Contractor (and/or its subcontractors), and Premises. 5.2 Tenant shall be responsible for project management with respect obtaining all governmental approvals to the full extent necessary for the construction and installation of the Tenant Improvements. During construction Improvements and for Tenant's occupancy of the Premises, in compliance with all applicable Regulations. Tenant Improvements, shall employ ▇▇▇▇▇▇ & Co. as the contractor or such other contractor or contractors as shall be approved by Landlord in writing to construct the Tenant Improvements in conformance with the approved Space Plan and Plans. The construction contracts between Tenant and its contractors the approved contractor shall be subject to Landlord's prior reasonable approval and subcontractors (ishall provide for progress payments made directly to the contractor. The contractor(s) shall not interfere with the access to, use of, or business conducted within any other portions be duly licensed and Landlord's approval of the Project by other tenants or occupants, (iicontractor(s) shall use diligent efforts to coordinate be conditioned, among other things, upon the timing contractor's reputation for quality of work, deliveries timeliness of performance, integrity and other Landlord's prior experience with such contractor. 5.3 Landlord shall not be liable for any direct or indirect damages suffered by Tenant as a result of delays in construction matters with tenants or occupants of the Project that could be adversely impacted by such work, deliveries and construction mattersbeyond Landlord's reasonable control, including, without limitationbut not limited to, delays due to strikes or unavailability of materials or labor, or delays caused by scheduling Tenant (including delays by the Space Planner, the contractor or anyone else performing services on behalf of Landlord or Tenant). 5.4 All work that would create noise, vibrations, dust or other similar annoyances to other tenants or occupants of the Project outside normal business hours, notwithstanding any additional cost (for overtime or otherwise) that Tenant may incur, (iii) shall clean and secure construction and staging areas daily, (iv) shall stage all construction and store all construction materials and equipment in a location designated by Landlord (in Landlord’s sole discretion) be performed on the ProjectPremises by Tenant or Tenant's contractor or agents shall be subject to the following conditions: (a) Such work shall proceed upon Landlord's written approval of Tenant's contractor, and (v) public liability and property damage insurance carried by Tenant's contractor, and shall otherwise abide by all rules and requirements established or imposed by Landlord relating further be subject to the performance provisions of the Tenant Improvements, including rules relating to any required shutdown of utilities (including life-safety systems), storage of materials, Paragraphs 7.1 and coordination of work with other tenant’s or occupant’s contractors. Tenant shall not be charged any construction management fee for Landlord’s review of Tenant’s Plans or any oversight of the construction of the Tenant Improvements.7.3

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

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

Construction of Tenant Improvements. After A. Tenant hereby agrees that its plans for Tenant Improvement shall not include any improvements for the Premises which would be reasonably objectionable to a landlord of office space and, in this regard, it is agreed by Landlord and Ground Lessor (Tenant that the improvements installed by Tenant in the Phase I building leased by Tenant from Landlord and located adjacent to the Premises are not reasonably objectionable to a landlord of office space. Tenant also hereby agrees, in accordance with Paragraph 12 hereof) approve TenantSections 3, 4, 11 and the other provisions of this Improvement Agreement, to reimburse Landlord for the Landlord’s Plans and Tenant receives any necessary building permitsconstruction, Tenant shall administer and diligently prosecute the construction in accordance with this Improvement Agreement, of Tenant Improvements for the Premises having a total Tenant Improvement Cost of not less than $27.00 per Rentable Square Foot of the Building. Tenant agrees that L-C2 shall serve as security for reimbursement by Tenant to Landlord of the Tenant Improvement Cost as required by Section 11 of this Improvement Agreement. B. Attached hereto as Exhibit C-1 is the Project Schedule for the Work which has been approved by Landlord and Tenant. All items required for preparation, review, approval, disapproval or delivery by either party shall be appropriately acted upon by the responsible party in accordance conformance with the Project Schedule. The Project Schedule may be revised from time to time by Landlord with Tenant’s Plans, approval to reflect any delay in compliance with applicable Laws, and using building standard material, subject to Landlord’s right, at its election, to itself construct the Restroom Improvements. All Tenant Improvements (other than, if applicable, schedule caused by the Restroom Improvements) shall be constructed by Tenant’s Contractor (and/or its subcontractors)failure to respond to, and Tenant shall be responsible for project management or to act in good faith with respect to construction of the Tenant Improvements. During construction of the Tenant Improvements, Tenant and its contractors and subcontractors (i) shall not interfere with the access to, use of, or business conducted within any other portions of the Project by other tenants or occupants, (ii) shall use diligent efforts to coordinate the timing of work, deliveries and other construction matters with tenants or occupants of the Project that could be adversely impacted by such work, deliveries and construction matters, including, without limitation, by scheduling work that would create noise, vibrations, dust or other similar annoyances to other tenants or occupants of the Project outside normal business hours, notwithstanding any additional cost (for overtime or otherwise) that Tenant may incur, (iii) shall clean and secure construction and staging areas daily, (iv) shall stage all construction and store all construction materials and equipment in a location designated by Landlord (in Landlord’s sole discretion) on the Project, and (v) shall otherwise abide by all rules and requirements established or imposed by Landlord relating to the performance of the Tenant Improvements, including rules relating to any approvals required shutdown of utilities (including life-safety systems), storage of materials, and coordination of work with other tenant’s or occupant’s contractors. Tenant shall not be charged any construction management fee for Landlord’s review of Tenant’s Plans or any oversight of the construction of the Tenant Improvementsherein.

Construction of Tenant Improvements. After (a) Tenant shall exercise due di1l1gence in preparation of space plans, detailed construction plans, elevations of the facade, and paint schemes ("Tenant's Plans") for all improvements desired by Tenant or required for operation of Tenant's business, including without limitation all changes to the facade of the premises, construction of Automatic Teller Machines and exterior deposit boxes and all sidewalk improvements appurtenant thereto (the "Improvements"), and shall submit Tenant's Plans to Landlord for approval. Landlord shall have fifteen (15) business days from receipt of Tenants Plans in which to review and approve or disapprove them. If Landlord disapproves of Tenants Plans, Landlord shall provide Tenant with written notification of the items of disapproval and Tenant shall modify Tenant's Plans accordingly. Landlord's approval will not be unreasonably withheld. Tenant shall cause the Improvements to be designed and constructed in compliance with all applicable laws, building codes and regulations, including but not limited to all laws, ordinances, rules and regulations relating to the Landmark status o! the Building, the Federal Americans with Disabilities Act of 1990 (Pub. L. No. 101-336, 104 Stat. 327), as amended, 42 U.S.C. ss.ss.12101 et seq., California Civil Code Sections 51 and 54.1, Title 24 of the California Administrative code, as amended, including without limitation all of its access, and labor, energy and economy, requirements, and all statutes, rules and regulations supporting and supplementing the foregoing, any and all other laws, rules and regulations relating to the accessibility of the Premises to disabled persons, and all applicable federal, state and local building codes, energy conservation ordinances and inspection and permit requirements, and any and all rules, regulations and requirements promulgated thereunder or under any similar laws, ordinances, rules, regulations and orders (collectively, the "Laws"). Any requests by Tenant during the term of this Lease and any option periods and subsequent terms to alter, add to or remove Improvements, or to make subsequent improvements, or for change orders during construction(any and all of which shall be referred to herein as "Subsequent Alterations"), shall be governed by the forgoing. During construction, Tenant shall permit Landlords representatives access to the work in order to inspect the work for compliance with Tenant's Plans and all Laws. Such inspection shall not impose any liability or responsibility for the work on Landlord, it being understood and agreed that such inspection is solely for the protection of the interests of Landlord and Ground Lessor not intended to confer any benefit or protection upon Tenant. (b) Tenant assumes the sale responsibility and cost to design and construct all Tenant Improvements and Subsequent Alterations. All Tenant improvements and Subsequent Alterations shall be constructed in accordance with Paragraph 12 hereof) approve Tenant’s Plans and Tenant receives any necessary building permitsplans, Tenant shall administer and diligently prosecute the construction of Tenant Improvements in accordance with Tenant’s Plans, in compliance with applicable Laws, and using building standard material, subject to Landlord’s right, at its election, to itself construct the Restroom Improvements. All Tenant Improvements (other than, if applicable, the Restroom Improvements) shall be constructed by Tenant’s Contractor (and/or its subcontractors), and Tenant shall be responsible for project management with respect to construction of the Tenant Improvements. During construction of the Tenant Improvements, Tenant and its contractors and subcontractors (i) shall not interfere with the access to, use of, or business conducted within any other portions of the Project by other tenants or occupants, (ii) shall use diligent efforts to coordinate the timing of work, deliveries specifications and other construction matters with tenants or occupants of the Project that could be adversely impacted by such work, deliveries and construction matters, including, without limitation, by scheduling work that would create noise, vibrations, dust or other similar annoyances requirements agreed to other tenants or occupants of the Project outside normal business hours, notwithstanding any additional cost (for overtime or otherwise) that Tenant may incur, (iii) shall clean and secure construction and staging areas daily, (iv) shall stage all construction and store all construction materials and equipment in a location designated writing by Landlord and Tenant. (in Landlord’s sole discretionc) on On the ProjectTerm Commencement Date, and Landlord shall pay to Tenant Seventy Five Thousand Dollars (v) shall otherwise abide by all rules and requirements established or imposed by Landlord relating to the performance of the Tenant Improvements, including rules relating to any required shutdown of utilities (including life-safety systems$75,000.00), storage of materials, and coordination of work with other tenant’s or occupant’s contractors. Tenant shall not be charged any construction management fee for Landlord’s review of Tenant’s Plans or any oversight of the construction of the Tenant Improvements.

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

Construction of Tenant Improvements. After the Landlord and Ground Lessor (in accordance with Paragraph 12 hereof) approve Tenant’s Plans and Tenant receives any necessary building permits, Tenant shall administer and diligently prosecute the construction of Tenant Improvements in accordance with Tenant’s Plans, in compliance with applicable Laws, and using building standard material, subject to 5.1 Upon Landlord’s right, at its election, to itself construct the Restroom Improvements. All Tenant Improvements (other than, if applicable, the Restroom Improvements) shall be constructed by Tenant’s Contractor (and/or its subcontractors), and Tenant shall be responsible for project management with respect to construction approval of the Tenant Improvements. During construction Plans including the binding estimate of the cost of the Tenant Improvements, Tenant shall cause its contractor to proceed to secure a building permit and its contractors commence construction of the Tenant Improvements provided that Landlord shall cooperate with Tenant in executing permit applications and subcontractors (i) performing other actions reasonably necessary to enable Tenant to obtain any required permits or certificates of occupancy. 5.2 Landlord shall not interfere with the access to, use ofbe liable for any direct or indirect damages suffered by Tenant as a result of delays in construction beyond Landlord’s reasonable control as set forth in Section 37(h), or business conducted within delays caused by Tenant (including delays by the Space Planner, the contractor or anyone else performing services on behalf of Landlord or Tenant). 5.3 For any other portions work is to be performed on the Premises by Tenant or Tenant’s contractor or agents: (a) Such work shall proceed upon Landlord’s written approval of the Project Tenant’s contractor, public liability and property damage insurance carried by other tenants or occupantsTenant’s contractor, (ii) shall use diligent efforts to coordinate the timing of work, deliveries and other construction matters with tenants or occupants of the Project that could be adversely impacted by detailed plans and specifications for such work, deliveries shall be at Tenant’s sole cost and construction mattersexpense and shall further be subject to the provisions of Paragraphs 10 and 13 of the Lease. (b) All work shall be done in conformity with a valid building permit when required, a copy of which shall be furnished to Landlord before such work is commenced, and in any case, all such work shall be performed in accordance with all applicable Regulations. Notwithstanding any failure by Landlord to object to any such work, Landlord shall have no responsibility for Tenant’s failure to comply with all applicable Regulations. (c) Intentionally left blank. (d) Tenant’s entry to the Premises for any purpose, including, without limitation, inspection or performance of Tenant construction by scheduling work that would create noiseTenant’s agents, vibrations, dust or other similar annoyances prior to other tenants or occupants the date Tenant’s obligation to pay rent commences shall be subject to all the terms and conditions of the Project outside normal business hoursLease except the payment of Rent. Tenant’s entry shall mean entry by Tenant, notwithstanding any additional cost its officers, contractors, licensees, agents, servants, employees, guests, invitees, or visitors. (for overtime or otherwisee) that Tenant may incur, (iii) shall clean and secure construction and staging areas daily, (iv) shall stage all construction and store all construction materials and equipment in a location designated by Landlord (in Landlord’s sole discretion) on the Project, and (v) shall otherwise abide by all rules and requirements established or imposed by Landlord relating to the performance of the Tenant Improvements, including rules relating to any required shutdown of utilities (including life-safety systems), storage of materials, and coordination of work with other tenant’s or occupant’s contractors. Tenant shall not be charged advise Landlord in writing prior to commencing any construction management fee for Landlord’s review work at the Premises so that Landlord may file and post a notice of Tenant’s Plans or any oversight of the construction of the Tenant Improvementsnon-responsibility.

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

Construction of Tenant Improvements. After the A. Landlord and Ground Lessor (Tenant hereby approve Devcon Construction Incorporated as the contractor, which Landlord and Tenant shall retain under a mutually acceptable construction contract to be jointly administered by Landlord and Tenant. Landlord shall pay the contractor directly for all contractors' invoices in accordance with Paragraph 12 hereof) approve Tenant’s Plans and Tenant receives any necessary building permits, Tenant shall administer and diligently prosecute the construction contract specified herein. Upon Tenant's approval of the Plans including the estimate of the cost of the Tenant Improvements in accordance with Tenant’s Plansand Landlord's receipt of payment of any such estimated cost exceeding the amount of the Tenant Improvement Allowance, in compliance with applicable Laws, and using building standard material, subject to Landlord’s right, at its election, to itself construct the Restroom Improvements. All Tenant Improvements (other than, if applicable, the Restroom Improvements) shall be constructed by Tenant’s Contractor (and/or its subcontractors), Landlord and Tenant shall be responsible for project management with respect cause Devcon Construction Incorporated to proceed to secure a building permit and commence construction of the Tenant Improvements. During Improvements provided that Landlord and Tenant shall cooperate together in executing permit applications and performing other actions reasonably necessary to enable Landlord and Tenant to obtain any required permits or certificates of occupancy; and provided further that the Building has in Landlord's discretion reached the stage of construction where it is appropriate to commence construction of the Tenant ImprovementsImprovements in the Premises. B. Without limiting the provisions of Paragraph 35 of the Lease, Tenant and its contractors and subcontractors (i) Landlord shall not interfere with the access be liable for any direct or indirect damages suffered by Tenant as a result of delays in construction beyond Landlord's reasonable control, including, but not limited to, use ofdelays due to strikes or unavailability of materials or labor, or business conducted within delays caused by Tenant (including delays by the Space Planner, the contractor or anyone else performing services on behalf of Landlord or Tenant). C. If any other portions work is to be performed on the Premises solely by Tenant or Tenant's contractor or agents: (1) Such work shall proceed upon Landlord's written approval (which consent shall not be unreasonably withheld, delayed or conditioned) of the Project Tenant's contractor, public liability and property damage insurance carried by other tenants or occupantsTenant's contractor, (ii) shall use diligent efforts to coordinate the timing of work, deliveries and other construction matters with tenants or occupants of the Project that could be adversely impacted by detailed plans and specifications for such work, deliveries shall be at Tenant's sole cost and construction mattersexpense and shall further be subject to the provisions of Paragraphs 12 and 27 of the Lease. (2) All work shall be done in conformity with a valid building permit when required, a copy of which shall be furnished to Landlord before such work is commenced, and in any case, all such work shall be performed in accordance with all applicable Regulations. Notwithstanding any failure by Landlord to object to any such work, Landlord shall have no responsibility for Tenant's failure to comply with all applicable Regulations. (3) If required by Landlord or any lender of Landlord, all work by Tenant or Tenant's contractor or agents shall be done with union labor in accordance with all union labor agreements applicable to the trades being employed. (4) All work by Tenant or Tenant's contractor or agents shall be scheduled through Landlord. (5) Tenant or Tenant's contractor or agents shall arrange for necessary utility, hoisting and elevator service with Landlord's contractor and shall pay such reasonable charges for such services as may be charged by Tenant's or Landlord's contractor. (6) Tenant's entry to the Premises for any purpose, including, without limitation, inspection or performance of Tenant construction by scheduling work that would create noiseTenant's agents, vibrations, dust or other similar annoyances prior to other tenants or occupants the date Tenant's obligation to pay rent commences shall be subject to all the terms and conditions of the Project outside normal business hoursLease except the payment of Rent. Tenant's entry shall mean entry by Tenant, notwithstanding any additional cost its officers, contractors, licensees, agents, servants, employees, guests, invitees, or visitors. (for overtime or otherwise7) that Tenant may incur, (iii) shall clean and secure construction and staging areas daily, (iv) shall stage all construction and store all construction materials and equipment in a location designated by Landlord (in Landlord’s sole discretion) on the Project, and (v) shall otherwise abide by all rules and requirements established or imposed by Landlord relating to the performance of the Tenant Improvements, including rules relating to any required shutdown of utilities (including life-safety systems), storage of materials, and coordination of work with other tenant’s or occupant’s contractors. Tenant shall not be charged promptly reimburse Landlord upon demand for any construction management fee for Landlord’s review reasonable expense actually incurred by the Landlord by reason of Tenant’s Plans faulty work done by Tenant or its contractors or by reason of any oversight delays caused by such work, or by reason of the construction of the Tenant Improvementsinadequate clean-up.

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

Construction of Tenant Improvements. After the Landlord and Ground Lessor (in accordance with Paragraph 12 hereof) approve Tenant’s Plans and Tenant receives any necessary building permits, Tenant shall administer and diligently prosecute construct the construction of Tenant Improvements in accordance substantial conformity with Tenant’s Plansthe plans and outline specifications to be prepared by Tenant and approved in advance by Landlord, in compliance with applicable Laws, and using building standard material, subject to Landlord’s right, at its election, to itself construct the Restroom Improvementswhich approval shall not be unreasonably withheld or delayed. All Tenant Improvements (other than, if applicable, the Restroom Improvements) shall be constructed by Tenant’s Contractor (and/or its subcontractors), and Tenant shall be responsible for project management with respect to construction of the Tenant Improvements. During construction of In constructing the Tenant Improvements, Tenant shall comply with the following provisions: (a) The Tenant Improvements shall be performed by responsible contractors and subcontractors who shall not prejudice Landlord's relationship with Landlord's contractors or subcontractors or the relationship between such contractors and their subcontractors or employees, or disturb harmonious labor relations, and who shall furnish in advance and maintain in effect workmen's compensation insurance in accordance with statutory requirements and comprehensive public liability insurance (naming Landlord and Landlord's contractors and subcontractors as additional insureds) with limits satisfactory to Landlord; (b) If the aggregate cost of the Tenant Improvements is equal to or in excess of one hundred fifty thousand dollars ($150,000) then prior to commencing the Tenant Improvements, Tenant must provide executed, effective waivers of mechanics liens from all contractors and all sub-contractors. In the event Tenant fails to provide executed and effective waivers, or if such waivers are not applicable under state law, Tenant must bond all such Tenant's Work prior to commencement; (c) No such work shall be performed in such manner or at such times as to cause any delay in connection with any work being done by any of the Landlord's contractors or subcontractors in the Leased Premises or in the Building generally; (d) All construction contracts for Tenant Improvements must include a provision holding the Landlord harmless from and against any and all claims arising from, under or in connection with such construction; and (e) Tenant and its contractors and subcontractors (i) shall not interfere with be solely responsible for the access totransportation, use of, or business conducted within any other portions safekeeping and storage of materials and equipment used in the Project by other tenants or occupants, (ii) shall use diligent efforts to coordinate the timing performance of work, deliveries and other construction matters with tenants or occupants of the Project that could be adversely impacted by such work, deliveries for the removal of waste and construction mattersdebris resulting therefrom, including, without limitation, and for any damage caused by scheduling them to any installations or work that would create noise, vibrations, dust or other similar annoyances performed by Landlord's contractors and subcontractors. The Tenant Improvements shall be deemed to other tenants or occupants be alterations under Section 7.03 of the Project outside normal business hours, notwithstanding any additional cost (for overtime or otherwise) that Tenant may incur, (iii) shall clean Lease. EXHIBIT C DEMISING WALL AND RELATED IMPROVEMENTS 1. Construction of a demising wall between the Leased Premises and secure construction and staging areas daily, (iv) shall stage all construction and store all construction materials and equipment in a location designated by Landlord (in Landlord’s sole discretion) on the Project, and (v) shall otherwise abide by all rules and requirements established or imposed by Landlord relating premises currently leased to JDS Uniphase Corporation. 2. Painting of only the performance office area of the Tenant Improvements, including rules relating to any required shutdown Leased Premises. EXHIBIT D TENANT OPERATIONS INQUIRY FORM 1. Name of utilities (including life-safety systems), storage of materials, and coordination of work with other tenant’s or occupant’s contractors. Tenant shall not be charged any construction management fee for Landlord’s review of Tenant’s Plans or any oversight of the construction of the Tenant Improvements.Company/Contact_______________________________________________

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

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

Construction of Tenant Improvements. After (a) Subject to the Landlord terms and Ground Lessor provisions of this ▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇ shall have the right, at Sublessee's sole cost and expense, to construct certain tenant improvements (the "LEASEHOLD IMPROVEMENTS") in the Premises. Any and all plans related to or in connection with the construction of the Leasehold Improvements and any contractors or vendors used by Sublessee in connection with the construction of the Leasehold Improvements shall be subject to (a) Sublessor's prior written approval, which may not be unreasonably withheld or delayed, and (b) Landlord's approval in accordance with Paragraph 12 hereofthe terms and provisions of the Lease. (b) approve Tenant’s Plans and Tenant receives any necessary building permitsNotwithstanding anything to the contrary in this ▇▇▇▇▇▇▇▇▇ ▇, Tenant shall administer and diligently prosecute the construction of Tenant Improvements in accordance with Tenant’s Plans, in compliance with applicable Laws, and using building standard material, subject to Landlord’s right, at its election, to itself construct the Restroom Improvements. All Tenant Improvements (other than, if applicable, the Restroom Improvements) ▇▇▇▇▇▇▇▇▇ acknowledges that it shall be constructed by Tenant’s Contractor (and/or reasonable for Sublessor to withhold its subcontractors), and Tenant shall be responsible for project management with respect consent to construction of any proposed Leasehold Improvements if the Tenant Improvements. During construction of the Tenant Improvements, Tenant and its contractors and subcontractors same (i) shall not interfere with contemplates any structural changes to the access to, use of, Premises or business conducted within any other portions portion of the Project by other tenants or occupantsBuilding, (ii) shall use diligent efforts to coordinate the timing of work, deliveries and other construction matters with tenants or occupants contemplates any penetrations of the Project that could be adversely impacted by such workfloor slab, deliveries and construction matters, including, without limitation, by scheduling work that would create noise, vibrations, dust utility or other similar annoyances to other tenants telecommunication risers or occupants roof of the Project outside normal business hours, notwithstanding any additional cost (for overtime or otherwise) that Tenant may incurBuilding, (iii) shall clean and secure construction and staging areas dailywould require the use of additional electrical power from that presently available at the electric panel serving the third floor of the Building, (iv) shall stage all construction would require supplemental air ventilation and/or air conditioning equipment from that allocated to the Premises by the existing air ventilation and store all construction materials and equipment in a location designated by Landlord (in Landlord’s sole discretion) on cooling system of the ProjectBuilding, and (v) shall otherwise abide by all rules and requirements established would require any building code upgrades or imposed by Landlord relating trigger compliance with law improvements elsewhere on the third floor of the Building, or (vi) contemplates a build-out or improvements that would not be readily reusable or easily demolished (without additional expense) following the expiration of the Term. (c) Notwithstanding anything to the performance contrary in this Paragraph 9, if Sublessee's Leasehold Improvements (as approved by Sublessor) require any building code upgrades or trigger compliance with law improvements outside of the Tenant Improvements, including rules relating to any required shutdown Premises on the third floor of utilities the Building (including life-safety systemsthe "CODE COMPLIANCE WORK"), storage of materialsand Sublessee proceeds to undertake such work, and coordination of work with other tenant’s or occupant’s contractors. Tenant Sublessor shall not be charged any construction management fee for Landlord’s review of Tenant’s Plans or any oversight reimburse Sublessee at the end of the construction term of this Sublease (unless this Sublease is terminated as a result of a default by Sublessee hereunder), for the unamortized cost of the Tenant ImprovementsCode Compliance Work, based on a 10 year useful life and a straight line amortization schedule.

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

Construction of Tenant Improvements. After the Landlord and Ground Lessor (in accordance with Paragraph 12 hereof) approve Tenant’s Plans and Tenant receives any necessary building permits, Tenant shall administer and diligently prosecute the construction of Tenant Improvements in accordance with Tenant’s Plans, in compliance with applicable Laws, and using building standard material, subject to Landlord’s right, at its election, to itself construct the Restroom Improvements. All Tenant Improvements (other than, if applicable, the Restroom Improvements) shall be constructed by Tenant’s Contractor (and/or its subcontractors), and Tenant shall be responsible for project management with respect to construction of the Tenant ImprovementsImprovements by Contractor. During Such construction shall be in a good and workmanlike manner and in accordance with the Plans and Specifications. Construction of the Tenant Improvements, Improvements shall be deemed substantially complete (subject to completion of punchlist items) upon receipt by Landlord of the following: (a) a certificate of Occupancy from the city and upon certification of such fact by Tenant's architect; (b) a certificate from Contractor certifying that the Tenant and its contractors and subcontractors (i) shall not interfere Improvements have been completed in substantial accordance with the access toapproved Plans and Specifications; (c) evidence reasonably satisfactory to Landlord that no mechanic's or materials men's lien or other encumbrance has been filed and remains in effect against the property; (d) a final affidavit and lien release from Contractor and final lien releases or waivers by all subcontractors, use of, or business conducted within any other portions of the Project by other tenants or occupants, (ii) shall use diligent efforts to coordinate the timing of work, deliveries material men and other construction matters with tenants parties who have supplied labor, material or occupants of the Project that could be adversely impacted by such work, deliveries and construction matters, including, without limitation, by scheduling work that would create noise, vibrations, dust or other similar annoyances to other tenants or occupants of the Project outside normal business hours, notwithstanding any additional cost (services for overtime or otherwise) that Tenant may incur, (iii) shall clean and secure construction and staging areas daily, (iv) shall stage all construction and store all construction materials and equipment in a location designated by Landlord (in Landlord’s sole discretion) on the Project, and (v) shall otherwise abide by all rules and requirements established or imposed by Landlord relating to the performance of the Tenant Improvements, including rules relating to any required shutdown of utilities (including life-safety systems), storage of materials, and coordination of work with other tenant’s or occupant’s contractors. Tenant shall not be charged any construction management fee for Landlord’s review of Tenant’s Plans or any oversight of the construction of the Tenant improvements or who otherwise might be entitled to claim a contractual, statutory or constitutional lien against the property; (e) Tenant shall have delivered to Landlord a written statement, certified as correct by Tenant, setting forth in reasonable detail the out-of-pocket construction costs insured by Tenant with respect to Tenant Improvements together with all proof, reasonably satisfactory to Landlord that such invoices have been paid in full and such other information with respect to the construction of the Tenant Improvements as landlord may reasonably require to enable Landlord to substantiate the costs set forth in Tenant's written statement; and (f) Tenant shall have delivered to Landlord a Certificate of Substantial Completion (as such term is defined in American Institute of Architects Document B141, Owner Architect Agreement) with respect to the Tenant Improvements, issued by the architect, which shall include the architect's certification that the Tenant Improvements have been substantially completed in accordance with the approved Plans and Specifications.

Construction of Tenant Improvements. After The “Tenant Improvements” shall consist of any and all improvements and work required to improve and alter the Landlord 2-4-7 Floor Premises (or any portions thereof) pursuant to this Work Letter. If the Tenant Improvements are constructed in distinct phases as to different portions of the 2-4-7 Floor Premises (which Tenant shall have the right to do), this Work Letter (except for the Tenant Allowance provisions) shall apply separately as to the Tenant Improvements for each such phase. The Tenant Improvements shall be undertaken and Ground Lessor (prosecuted in accordance with Paragraph 12 hereofthe following requirements: 2.1.1 The Tenant Improvements shall be designed and constructed by Tenant in accordance with the Approved Working Drawings (as hereinafter defined) approve and the terms of this Work Letter; and Tenant shall abide by all reasonable non-discriminatory rules made by Landlord’s or Landlord’s property manager with respect to the use of freight, loading dock and service areas, storage of materials, coordination of work with the contractors of other tenants, and any other matter in connection with this Work Letter. All Construction Drawings (as hereinafter defined) prepared by the Architect (as hereinafter defined) shall follow Landlord’s CAD standards and requirements, which standards and requirements shall be provided to Tenant or the Architect upon request. 2.1.2 The Tenant Improvements shall be prosecuted at all times in accordance with all state, federal and local laws, regulations and ordinances, including without limitation all OSHA and other safety laws and with all applicable rules, orders, regulations and requirements of the California Board of Fire Underwriters and the California Fire Insurance Rating Organization or any similar body. 2.1.3 Tenant shall have its Approved Working Drawings submitted to the Building Department for “plan check” prior to the commencement of construction, and shall not commence construction without obtaining the permits and approvals (if any) that are necessary for the particular construction in question. Tenant agrees that until Tenant receives a final permit for construction of the Tenant Improvements (a copy of which will be promptly delivered to Landlord), Tenant will not close up any walls within the 2-4-7 Floor Premises that it may have removed in connection with the Tenant Improvement work. 2.1.4 The Contractor (as hereinafter defined) and each of its subcontractors shall comply with Landlord’s requirements as generally imposed on third party contractors, including without limitation all insurance coverage requirements and the obligation to furnish appropriate certificates of insurance to Landlord prior to commencement of construction. The Contractor and each of its subcontractors shall represent and warrant to Tenant that the portion of the Tenant Improvements for which it is responsible shall be free from any defects in workmanship and materials for a period of not less than one (1) year from the date of completion thereof. Each of Tenant’s Plans contractors shall be responsible for the replacement or repair, without additional charge, of all work done or furnished in accordance with its contract that shall become defective within one (1) year after the completion of the work performed by such contractor or subcontractors. The correction of such work shall include, without additional charge, all additional expenses and damages incurred in connection with such removal or replacement of all or any part of the Tenant receives Improvements, and/or the Building and/or Common Areas that may be damaged or disturbed thereby. All such warranties or guarantees as to materials or workmanship of or with respect to the Tenant Improvements shall be contained in the applicable contract or subcontract and shall be written such that such guarantees or warranties shall inure to the benefit of both Landlord and Tenant, as their respective interests may appear, and can be directly enforced by either. Tenant shall give to Landlord any assignment or other assurances that may be necessary building permitsto effect such right of direct enforcement. 2.1.5 Tenant shall provide a construction schedule to Landlord prior to commencement of the Tenant Improvements work, and updates shall be supplied during the progress of the work when requested in writing by Landlord. Once the Final Working Drawings (as hereinafter defined) have been approved, Tenant shall administer and diligently prosecute promptly commence the construction performance of the Tenant Improvements in accordance with Tenant’s Plans, in compliance with applicable Laws, and using building standard material, subject shall diligently and continuously prosecute such Tenant Improvements to completion. 2.1.6 Tenant shall give Landlord five (5) days prior written notice of the commencement of construction so that Landlord may cause an appropriate notice of non-responsibility to be posted. 2.1.7 Tenant and Contractor shall hold periodic job meetings and shall notify Landlord at least 48 hours prior to such meetings and permit Landlord’s rightconstruction manager for the Project, at its election, to itself construct the Restroom Improvementsattend. 2.1.8 Tenant shall furnish and install all interior floor coverings and finishes and be responsible for preparation of floor surfaces. All exposed concrete floors shall have a sealant applied. Kitchens and storage areas shall have thresholds at the doors in such a manner as will not permit the passage of water or other liquids to the adjacent tenant space. 2.1.9 Tenant Improvements (shall furnish and install all partitions and doors and all interior wall finish materials. Inasmuch as the existing demising walls may not have not been designed for the Tenant Improvements, superimposed fixture loads and/or any unusual wall décor, Tenant shall modify and reinforce the existing walls as required and approved by Landlord, to accommodate any loading or other than, if applicable, the Restroom Improvements) shall be constructed requirements required by Tenant’s Contractor design. Any combustible materials applied to the demising partitions shall receive a U.L. labeled fire retardant coating. Tenant shall provide sound and odor absorbent walls in such a manner that will not permit the passage of sound and/or odors through the wall(s) to the adjacent space(s). 2.1.10 Tenant shall provide for and install all necessary telephone service equipment within the 2-4-7 Floor Premises in accordance with local utility requirements. 2.1.11 All fixtures 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 persons outside of the 2-4-7 Floor Premises; 2.1.12 All materials and equipment to be installed, incorporated or located in or serving the 2-4-7 Floor Premises as a part of the Tenant Improvements shall be new and quality at minimum in keeping with Schedule 1 attached hereto pursuant to Section 3.1 below (and/or its subcontractorsprovided, however, that HVAC and lighting controls must be Building standard as set forth in Schedule 1 attached hereto). 2.1.13 No materials or equipment incorporated into or as part of the Tenant Improvements shall be subject to any lien, encumbrance, chattel mortgage or title retention or security agreement of any kind; 2.1.14 Unless unconditional written permission is granted from the artist (for the benefit of both Tenant and Landlord), Tenant will not install, affix, add or paint in or on, nor permit, any work of visual art (as defined in the Federal Visual Artists’ Rights Act of 1990 or any successor law of similar import) to be installed in or on, or affixed, added to, or painted on, the interior or exterior of the 2-4-7 Floor Premises, or any part thereof, including, but not limited to, the walls, floors, ceilings, doors, windows and fixtures included as part of the 2-4-7 Floor Premises, which work of visual art would, under the provisions of the Federal Visual Artists’ Rights Act of 1990, or any successor law of similar import, require the consent of the author or artist of such work before the same could be removed, modified, destroyed or demolished; 2.1.15 None of the Tenant Improvements shall incorporate any Hazardous Materials, including without limitation asbestos-containing construction materials into the 2-4-7 Floor Premises. 2.1.16 During the Tenant Improvements work, Tenant shall provide trash removal service at areas designed by Landlord. It shall be the responsibility of Tenant and Tenant’s contractors to remove all trash and debris from the 2-4-7 Floor Premises on a daily basis and to break down all boxes and place all such trash and debris in the containers supplied for that purpose. If trash and debris are not removed on a daily basis by Tenant or Tenant’s contractor, then Landlord shall have the right to remove such trash and debris or have such trash and debris removed at the sole cost and expense of Tenant. 2.1.17 Upon completion of each applicable portion of the Tenant Improvements work, Tenant shall cause to be provided to Landlord (i) as-built drawings of the applicable portion of the Tenant Improvements work signed by Architect and a certificate, in a form reasonably acceptable to Landlord (the then-current AIA form of certificate is deemed acceptable by Landlord), from Architect certifying that the construction of the Tenant Improvements in the applicable portion of the 2-4-7 Floor Premises has been substantially completed, (ii) CAD files of the improved space compatible with Landlord’s CAD standards, (iii) a final punchlist signed by Tenant, (iv) final and unconditional lien waivers from all contractors and subcontractors, (v) a duly recorded Notice of Completion of the Tenant Improvements, (vi) a certificate of occupancy for the applicable portion of the 2-4-7 Floor Premises, and (vii) a copy of all warranties, guaranties, and operating manuals and information relating to the Tenant Improvements, (collectively, the “Close-out Package”). Should Tenant fail to provide complete CAD files compatible with Landlord’s standards as required herein, Landlord may cause its architect to prepare same and the cost thereof shall be reimbursed to Landlord by Tenant within 30 days of invoice therefor. Disbursement of any portion of the Tenant Improvement Allowance shall not be deemed a waiver of Tenant’s obligation to comply with the foregoing provisions. Tenant shall be responsible for project management with respect to construction the appropriateness and completeness of the Tenant Improvements. During construction Architect’s and contractors’ affidavits and waivers of lien and their approval of any of such work; Landlord shall have no responsibility for any of the Tenant Improvements, Tenant and its contractors and subcontractors (i) shall not interfere with the access to, use of, or business conducted within any other portions of the Project by other tenants or occupants, (ii) shall use diligent efforts to coordinate the timing of work, deliveries and other construction matters with tenants or occupants of the Project that could be adversely impacted by such work, deliveries and construction matters, including, without limitation, by scheduling work that would create noise, vibrations, dust or other similar annoyances to other tenants or occupants of the Project outside normal business hours, notwithstanding any additional cost (for overtime or otherwise) that Tenant may incur, (iii) shall clean and secure construction and staging areas daily, (iv) shall stage all construction and store all construction materials and equipment in a location designated by Landlord (in Landlord’s sole discretion) on the Project, and (v) shall otherwise abide by all rules and requirements established or imposed by Landlord relating to the performance of the Tenant Improvements, including rules relating to any required shutdown of utilities (including life-safety systems), storage of materials, and coordination of work with other tenant’s or occupant’s contractors. Tenant shall not be charged any construction management fee for Landlord’s review of Tenant’s Plans or any oversight of the construction of the Tenant Improvementsforegoing.

Construction of Tenant Improvements. After (a) Construction of the Landlord and Ground Lessor (in accordance with Paragraph 12 hereof) approve Tenant’s Plans and Tenant receives any necessary building permits, Tenant shall administer and diligently prosecute the construction of Tenant Improvements in accordance pursuant to this Work Letter Agreement shall be performed by such contractor as Landlord shall reasonably select, under Landlord’s supervision. Construction shall commence promptly following the parties signing and entering into this Lease, and shall be diligently prosecuted to completion thereafter. Landlord shall arrange for its contractor to coordinate with Tenant’s Plans, in compliance with applicable Laws, installers and using building standard material, subject to Landlord’s right, at its election, to itself construct the Restroom Improvements. All Tenant Improvements (other than, if applicable, the Restroom Improvements) shall be constructed by Tenant’s Contractor (and/or its subcontractors), and Tenant shall be responsible for project management providers with respect to construction the timing for installing Tenant’s Cabling, the stated objective being to enable Tenant’s installers and providers to install Tenant’s Cabling without having to remove or demolish any of the Tenant Improvements. During ; provided, however, Landlord shall have no responsibility or liability for delays in constructing the Tenant Improvements if and to the extent the delay(s) result from (i) Landlord’s contractor coordinating with or accommodating Tenant’s installers or providers; or (ii) the work or activities of Tenant’s installers or providers. (b) Landlord reserves the right to use pre-stocked materials in constructing the Tenant Improvements, including drywall and studs, lighting fixtures and air handling boxes. (c) Tenant shall be permitted, during the course of construction, upon reasonable notice to Landlord, and without unreasonably interfering with the conduct of such construction, to inspect the progress of the work and, upon written notice to Landlord, to cause any material defects or deficiencies to be repaired. (d) Upon completion of construction of the Tenant Improvements, Tenant and its contractors and subcontractors (i) Landlord shall not interfere with cause the access to, use of, or business conducted within any other portions Premises to be thoroughly cleaned to Tenant’s reasonable satisfaction prior to Tenant’s occupancy of the Project Premises. (e) Landlord shall repair or replace as soon as reasonably possible all incomplete or defective items identified in any “pick-up list” or “punchlist” delivered by other tenants or occupants, (ii) shall use diligent efforts Tenant to coordinate the timing of work, deliveries and other construction matters with tenants or occupants of the Project that could be adversely impacted by such work, deliveries and construction matters, including, without limitation, by scheduling work that would create noise, vibrations, dust or other similar annoyances to other tenants or occupants of the Project outside normal business hours, notwithstanding any additional cost (for overtime or otherwise) that Tenant may incur, (iii) shall clean and secure construction and staging areas daily, (iv) shall stage all construction and store all construction materials and equipment in a location designated by Landlord (in Landlord’s sole discretion) on the Project, and (v) shall otherwise abide by all rules and requirements established or imposed by Landlord relating to the performance of the Tenant Improvements, including rules relating to any required shutdown of utilities (including life-safety systems), storage of materials, and coordination of work with other tenant’s or occupant’s contractors. Tenant shall not be charged any construction management fee for Landlord’s review deliver such “pick-up list” or “punchlist” to Landlord within fifteen (15) days after commencement of Tenant’s Plans or any oversight actual occupancy of the construction of the Tenant ImprovementsPremises.

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

Construction of Tenant Improvements. After A. Tenant shall enter into a Construction Contract with Contractor to construct the Landlord Tenant Improvements, which Construction Contract shall be subject to Landlord's approval, not to be unreasonably withheld, conditioned or delayed. B. All Tenant Improvements shall be constructed and Ground Lessor installed by the Contractor; provided, however, that the general contractor selected by Tenant to be the Contractor and all subcontractors shall be subject to the prior approval of Landlord, such approval not to be unreasonably withheld, conditioned or delayed. Notwithstanding anything in this Work Agreement to the contrary, Tenant shall use either ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Associates, Inc. or HESM&A, Inc. to perform all mechanical, electrical and plumbing work. C. Tenant shall construct the Tenant Improvements, at its sole cost and expense (subject to payment of Allowance as hereinafter provided), in accordance with Paragraph 12 hereofthe Tenant Improvement Construction Documents (and any changes thereto approved by Landlord) approve Tenant’s Plans and Tenant receives any necessary building permits, Tenant shall administer and diligently prosecute the construction of Tenant Improvements in accordance with Tenant’s Plans, in compliance with applicable Laws, and using building standard material, subject to Landlord’s right, at its election, to itself construct the Restroom Improvementsfollowing requirements: 1. All Tenant Improvements (other than, if applicable, the Restroom Improvements) shall be constructed by and installed in compliance with all applicable governmental codes, laws, ordinances, orders and regulations and otherwise in accordance with the Tenant Improvement Construction Documents. If any Tenant Improvements are required to meet any applicable governmental codes, laws, ordinances, orders, or regulations, Tenant’s Contractor (and/or its subcontractors), and Tenant not Landlord, shall be responsible for project management assuring that each and every aspect of the Tenant Improvement Construction Documents comply and conform with all applicable governmental laws, codes, laws, ordinances, orders, and regulations; and approval by Landlord of such Tenant Improvement Construction Documents shall not be deemed Landlord's confirmation or agreement that same so comply or conform with such laws, codes or regulations or otherwise constitute a representation or warranty by Landlord of any kind with respect to construction of the improvements to be constructed pursuant to the Tenant ImprovementsImprovement Construction Documents, including, without limitation as to the merchantability or structural soundness of such improvements or the fitness thereof for any particular purpose. 2. During In connection with the construction of the Tenant Improvements, Tenant and its contractors and subcontractors (i) shall not interfere with the access toif required to meet any applicable governmental codes, use oflaws, ordinances, orders, or regulations, Tenant shall file all drawings, plans and specifications, pay all fees and obtain all permits and applications from any authorities having jurisdiction; and Tenant shall obtain a Certificate of Occupancy and any and all other approvals required for Tenant to use and occupy the Premises and to open for business conducted within any other portions of the Project by other tenants or occupants, (ii) shall use diligent efforts to coordinate the timing of work, deliveries and other construction matters with tenants or occupants of the Project that could be adversely impacted by such work, deliveries and construction matters, including, without limitation, by scheduling work that would create noise, vibrations, dust or other similar annoyances to other tenants or occupants of the Project outside normal business hours, notwithstanding any additional cost (for overtime or otherwise) that Tenant may incur, (iii) shall clean and secure construction and staging areas daily, (iv) shall stage all construction and store all construction materials and equipment in a location designated by Landlord (in Landlord’s sole discretion) on the Project, and (v) shall otherwise abide by all rules and requirements established or imposed by Landlord relating to the performance public. Copies of the Tenant Improvementsall permits, including rules relating certificates and approvals shall be forwarded to any required shutdown of utilities (including life-safety systems), storage of materials, and coordination of work with other tenant’s or occupant’s contractorsLandlord promptly after receipt by Tenant. Tenant shall not be charged any construction management fee responsible for Landlord’s review conformance with all codes and ordinances of Tenant’s Plans or any oversight of the construction of authorities having jurisdiction over the Tenant Improvements. 3. [Intentionally omitted]. 4. Tenant and the Contractor shall be required to provide, in addition to the insurance required of Tenant pursuant to the Lease, the following types of insurance:

Construction of Tenant Improvements. After Tenant shall construct or cause to be constructed the Landlord and Ground Lessor tenant improvements comprising Tenant's Work ("Tenant Improvements") in accordance with Paragraph 12 hereof) approve Tenant’s the approved Final Plans and Tenant receives any necessary building permits, with each of the following requirements: (a) Tenant shall administer submit to Landlord the name of ▇▇▇▇▇▇'s proposed contractor, a copy of the construction contract between Tenant and diligently prosecute its contractor, and a certificate of public liability and property damage insurance in an amount no less than one million dollars carried by ▇▇▇▇▇▇'s contractor naming Landlord as an additional insured at least five (5) business days before the date Tenant wishes to commence construction of Tenant Improvements in accordance with Tenant’s PlansImprovements. The contractor's policy of insurance shall contain an endorsement providing that the insurance cannot be cancelled or modified unless Landlord has EXHIBIT F RULES AND REGULATIONS 1. Signs and Windows (a) No sign, in compliance with applicable Lawsplacard, picture, advertisement, name or notice shall be inscribed, displayed, or printed or affixed on or to the outside or inside of the Building without prior written consent of Landlord, and using it may remove any unauthorized sign, placard, picture, advertisement, name or notice without notice to and at the expense of Tenant. (b) All approved signs, or lettering shall be printed, painted, affixed or inscribed at the expense of Tenant by a person approved of by Landlord. (c) Tenant shall not place or allow anything to be placed near the glass of any window, door, partition or wall which may appear unsightly from outside the Premises. Landlord may, at ▇▇▇▇▇▇▇▇'s expense, furnish and install a building standard material, subject to Landlord’s right, window covering at its election, to itself construct the Restroom Improvements. All Tenant Improvements (other than, if applicable, the Restroom Improvements) shall be constructed by Tenant’s Contractor (and/or its subcontractors), and Tenant shall be responsible for project management with respect to construction of the Tenant Improvements. During construction of the Tenant Improvements, Tenant and its contractors and subcontractors (i) shall not interfere with the access to, use of, or business conducted within any other portions of the Project by other tenants or occupants, (ii) shall use diligent efforts to coordinate the timing of work, deliveries and other construction matters with tenants or occupants of the Project that could be adversely impacted by such work, deliveries and construction matters, including, without limitation, by scheduling work that would create noise, vibrations, dust or other similar annoyances to other tenants or occupants of the Project outside normal business hours, notwithstanding any additional cost (for overtime or otherwise) that Tenant may incur, (iii) shall clean and secure construction and staging areas daily, (iv) shall stage all construction and store all construction materials and equipment in a location designated by Landlord (in Landlord’s sole discretion) on the Project, and (v) shall otherwise abide by all rules and requirements established or imposed by Landlord relating to the performance of the Tenant Improvements, including rules relating to any required shutdown of utilities (including life-safety systems), storage of materials, and coordination of work with other tenant’s or occupant’s contractorsexterior windows. Tenant shall not be charged without prior written consent of Landlord sunscreen any construction management fee for Landlord’s review of Tenant’s Plans or any oversight of the construction of the Tenant Improvementswindow.

Construction of Tenant Improvements. After the Landlord and Ground Lessor (in accordance with Paragraph 12 hereof1) approve Tenant, at Tenant’s sole expense, but subject to receipt of the Tenant Improvement Allowance (defined below), shall be solely responsible for construction of all leasehold improvements in the Premises as shown on the Plans and Specifications (defined below) (the “Tenant receives any necessary building permits, Improvements”). Tenant shall administer enter into a contract with a general contractor (the “General Contractor”) for all Tenant Improvements. The General Contractor and diligently prosecute all subcontractors shall (i) abide by the construction Landlord’s rules and regulations, a copy of which is attached to the Lease as Schedule 5, and with the rules and regulations set forth in this Construction Rider; (ii) carry insurance covering Landlord as an insured party with such coverages and in such amounts as Landlord may then require and with carriers reasonably acceptable to Landlord to insure Landlord against liability for injury, death or damage for the Tenant Improvements in accordance with Tenant’s Plans, in compliance with applicable Laws, done by the General Contractor and using building standard material, subcontractors; and (iii) be subject to Landlord’s rightprior written approval if it is the General Contractor or a subcontractor who is furnishing work and/or materials that cost $50,000 or more or involves a structural component of the Building, at its election, to itself construct the Restroom Improvementswhich shall not be unreasonably withheld. All Tenant Improvements (other than, if applicable, the Restroom Improvements) shall be constructed by Tenant’s Contractor (and/or its subcontractors), and Tenant shall be responsible for project management indemnify and hold harmless Landlord from and against all liability, cost, expense and damages incurred as a result of Tenant’s, its General Contractor’s, subcontractors’, architect’s, or engineer’s presence in the Premises or in connection with respect to construction of the Tenant Improvements, except that the foregoing indemnity shall not cover any amount arising from the negligence or willful misconduct of Landlord or its agents. During In connection with construction of the Tenant Improvements, Tenant shall comply with all provisions of the Lease and its contractors and subcontractors (i) this Construction Rider. All Tenant Improvements shall not interfere be performed in accordance with the access toPlans and Specifications, use oflien-free, or business conducted within any other portions of the Project by other tenants or occupantsin accordance with all laws and regulations, (ii) shall use diligent efforts to coordinate the timing of work, deliveries and other construction matters with tenants or occupants of the Project that could be adversely impacted by such work, deliveries and construction matters, including, without limitation, by scheduling work that would create noise, vibrations, dust or other similar annoyances to other tenants or occupants of the Project outside normal business hours, notwithstanding any additional cost (for overtime or otherwise) that Tenant may incur, (iii) shall clean and secure construction and staging areas daily, (iv) shall stage all construction and store all construction materials and equipment in a location designated by good and workmanlike manner. (2) Within a reasonable period of time after full execution and delivery of this Lease, Tenant shall deliver to Landlord the preliminary plans and specifications (in Landlord’s sole discretionthe “Preliminary Plans and Specifications”) on the Project, and (v) shall otherwise abide by all rules and requirements established or imposed by Landlord relating to the performance of showing the Tenant Improvements. Within ten (10) business days after receipt of the Preliminary Plans and Specifications, including rules relating Landlord shall deliver notice to any required shutdown Tenant approving or rejecting the Preliminary Plans and Specifications. Should Landlord fail to deliver such notice within such ten (10) business day period, the Preliminary Plans and Specifications I-1345641.7 shall be deemed approved by Landlord. If Landlord rejects the Preliminary Plans and Specifications, Landlord shall deliver with such notice Landlord’s requested revisions to the Preliminary Plans and Specifications. If Landlord rejects the Preliminary Plans and Specifications, within ten (10) days after receipt of utilities (including life-safety systems)such notice from Landlord, storage of materials, and coordination of work with other tenant’s or occupant’s contractors. Tenant shall not be charged any construction management fee for deliver to Landlord revised plans and specifications showing the Tenant Improvements and taking into account Landlord’s review proposed revisions. Within ten (10) business days after Landlord’s receipt of Tenant’s such revised plans and specifications, Landlord shall deliver notice to Tenant approving or rejecting such plans and specifications. Should Landlord fail to deliver such notice within such ten (10) business day period, the Preliminary Plans or any oversight and Specifications shall be deemed approved by Landlord. This process shall continue until the parties mutually agree on the plans and specifications. The final, mutually agreed upon plans and specifications showing the Tenant Improvements shall be referred to as the “Plans and Specifications”. (3) Within ten (10) days after Landlord and Tenant agree on the Plans and Specifications, Tenant shall submit the Plans and Specifications to the applicable governmental entity for approval of the Plans and Specifications and issuance of all permits necessary for the construction of the Tenant Improvements, and Tenant shall thereafter diligently pursue approval by the applicable governmental entity of the Plans and Specifications and receipt of such permits. If Tenant does not obtain governmental approval of the Plans and Specifications within forty-five (45) days after Tenant submits the Plans and Specifications to the applicable governmental entity, Landlord may, but is not required to, attempt to obtain the governmental approval of the Plans and Specifications.

Construction of Tenant Improvements. After A. Upon Tenant's approval of the Plans including the estimate of the cost of the Tenant Improvements and Landlord's receipt of payment of any such estimated cost exceeding the amount of the Tenant Improvement Allowance, Landlord shall cause a contractor, mutually acceptable to Landlord and Ground Lessor (in accordance with Paragraph 12 hereof) approve Tenant’s Plans Tenant and Tenant receives any necessary building permits, Tenant shall administer and diligently prosecute the construction of Tenant Improvements in accordance with Tenant’s Plans, in compliance with applicable Laws, and using building standard material, subject to Landlord’s right, at its electionidentified through a competitive bid process, to itself construct the Restroom Improvements. All Tenant Improvements (other than, if applicable, the Restroom Improvements) shall be constructed by Tenant’s Contractor (and/or its subcontractors), proceed to secure a building permit and Tenant shall be responsible for project management with respect to commence construction of the Tenant Improvements. During Improvements provided that Tenant shall cooperate with Landlord in executing permit applications and performing other actions reasonably necessary to enable Landlord to obtain any required permits or certificates of occupancy; and provided further that the Building has in Landlord's discretion reached the stage of construction where it is appropriate to commence construction of the Tenant ImprovementsImprovements in the Premises. B. Without limiting the provisions of Paragraph 35 of the Lease, Landlord shall not be liable for any direct or indirect damages suffered by Tenant and its contractors and subcontractors as a result of delays in construction beyond Landlord's reasonable control, including, but not limited to, delays due to strikes or unavailability of materials or labor, or delays caused by Tenant (including delays by the Space Planner, the contractor or anyone else performing services on behalf of Landlord or Tenant). C. If any work is to be performed on the Premises by Tenant or Tenant's contractor or agents: i) Such work shall proceed upon Landlord's written approval, which approval shall not interfere with the access tobe unreasonably withheld or delayed, use ofof Tenant's contractor, or business conducted within any other portions of the Project public liability and property damage insurance carried by other tenants or occupantsTenant's contractor, (ii) shall use diligent efforts to coordinate the timing of work, deliveries and other construction matters with tenants or occupants of the Project that could be adversely impacted by detailed plans and specifications for such work, deliveries shall be at Tenant's sole cost and construction mattersexpense and shall further be subject to the provisions of Paragraphs 12 and 27 of the Lease. ii) All work shall be done in conformity with a valid building permit when required, a copy of which shall be furnished to Landlord before such work is commenced, and in any case, all such work shall be performed in accordance with all applicable Regulations. Notwithstanding any failure by Landlord to object to any such work, Landlord shall have no responsibility for Tenant's failure to comply with all applicable Regulations. iii) If required by Landlord or any lender of Landlord, all work by Tenant or Tenant's contractor or agents shall be done with union labor in accordance with all union labor agreements applicable to the trades being employed. iv) All work by Tenant or Tenant's contractor or agents shall be scheduled through Landlord. v) Tenant or Tenant's contractor or agents shall arrange for necessary utility, hoisting and elevator service with Landlord's contractor and shall pay such reasonable charges for such services as may be charged by Tenant's or Landlord's contractor. vi) Tenant's entry to the Premises for any purpose, including, without limitation, inspection or performance of Tenant construction by scheduling work that would create noiseTenant's agents, vibrations, dust or other similar annoyances prior to other tenants or occupants the date Tenant's obligation to pay rent commences shall be subject to all the terms and conditions of the Project outside normal business hoursLease except the payment of Rent. Tenant's entry shall mean entry by Tenant, notwithstanding any additional cost (for overtime its officers, contractors, licensees, agents, servants, employees, guests, invitees, or otherwisevisitors. vii) that Tenant may incur, (iii) shall clean and secure construction and staging areas daily, (iv) shall stage all construction and store all construction materials and equipment in a location designated by Landlord (in Landlord’s sole discretion) on the Project, and (v) shall otherwise abide by all rules and requirements established or imposed by Landlord relating to the performance of the Tenant Improvements, including rules relating to any required shutdown of utilities (including life-safety systems), storage of materials, and coordination of work with other tenant’s or occupant’s contractors. Tenant shall not be charged promptly reimburse Landlord upon demand for any construction management fee for Landlord’s review reasonable expense actually incurred by the Landlord by reason of Tenant’s Plans faulty work done by Tenant or its contractors or by reason of any oversight delays caused by such work, or by reason of the construction of the Tenant Improvementsinadequate clean-up.

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

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

Construction of Tenant Improvements. After 5.1 Subtenant shall cause the Landlord contractor to proceed to secure a building permit and Ground Lessor (in accordance with Paragraph 12 hereof) approve Tenant’s Plans and Tenant receives any necessary building permits, Tenant shall administer and diligently prosecute the construction of Tenant Improvements in accordance with Tenant’s Plans, in compliance with applicable Laws, and using building standard material, subject to Landlord’s right, at its election, to itself construct the Restroom Improvements. All Tenant Improvements (other than, if applicable, the Restroom Improvements) shall be constructed by Tenant’s Contractor (and/or its subcontractors), and Tenant shall be responsible for project management with respect to construction of the Tenant Improvements. During construction of the Tenant Improvements, Tenant and its contractors and subcontractors (i) shall not interfere with the access to, use of, or business conducted within any other portions of the Project by other tenants or occupants, (ii) shall use diligent efforts to coordinate the timing of work, deliveries and other construction matters with tenants or occupants of the Project that could be adversely impacted by such work, deliveries and construction matters, including, without limitation, by scheduling work that would create noise, vibrations, dust or other similar annoyances to other tenants or occupants of the Project outside normal business hours, notwithstanding any additional cost (for overtime or otherwise) that Tenant may incur, (iii) shall clean and secure construction and staging areas daily, (iv) shall stage all construction and store all construction materials and equipment in a location designated by Landlord (in Landlord’s sole discretion) on the Project, and (v) shall otherwise abide by all rules and requirements established or imposed by Landlord relating to the performance of the Tenant Improvements, including rules relating to any required shutdown of utilities (including life-safety systems), storage of materials, and coordination of work with other tenant’s or occupant’s contractors. Tenant shall not be charged any construction management fee for Landlord’s review of Tenant’s Plans or any oversight of the commence construction of the Tenant Improvements. 5.2 Subtenant shall be responsible for obtaining all governmental approvals to the full extent necessary for the construction and installation of the Tenant Improvements and for Subtenant's occupancy of the Premises, in compliance with all applicable Regulations. Subtenant shall employ Good and Robe▇▇▇ ▇▇ the contractor or such other contractor or contractors as shall be reasonably approved by Landlord in writing to construct the Tenant Improvements in conformance with the approved Space Plan and Plans. The construction contracts between Subtenant and the approved contractor shall be subject to Landlord's prior reasonable approval and shall provide for progress payments. The contractor(s) shall be duly licensed and Landlord's approval of the contractor(s) shall be conditioned, among other things, upon the contractor's reputation for quality of work, timeliness of performance, integrity and Landlord's prior experience with such contractor. 5.3 Sublandlord and Landlord shall not be liable for any direct or indirect damages suffered by Subtenant as a result of delays in construction beyond Landlord's and Sublandlord's reasonable control, including, but not limited to, delays due to strikes or unavailability of materials or labor, or delays caused by Subtenant (including delays by the Space Planner, the contractor or anyone else performing services on behalf of Landlord or Subtenant). 5.4 All work to be performed on the Premises by Subtenant or Subtenant's contractor or agents shall be subject to the following conditions: (a) Such work shall proceed upon Landlord's written approval of Subtenant's contractor, and public liability and property damage insurance carried by Subtenant's contractor, and shall further be subject to the provisions of Paragraphs 12 and 27

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

Construction of Tenant Improvements. After the Landlord and Ground Lessor (in accordance with Paragraph 12 hereof) approve Tenant’s Plans and Tenant receives any necessary building permits, Tenant shall administer and diligently prosecute the construction of Tenant Improvements in accordance with Tenant’s Plans, in compliance with applicable Laws, and using building standard material, subject to Landlord’s right, at its election, to itself construct the Restroom Improvements. All Tenant Improvements (other than, if applicable, the Restroom Improvements) shall be constructed by Tenant’s Contractor (and/or its subcontractors), and Tenant shall be responsible for project management with respect to construction of the Tenant ImprovementsImprovements by Contractor. During Such construction shall be in a good and workmanlike manner and in accordance with the Plans and Specifications. Construction of the Tenant Improvements, Improvements shall be deemed substantially complete (subject to completion of punchlist items) upon receipt by Landlord of the following: (a) a Certificate of Occupancy from the city and upon certification of such fact by Tenant's architect. (b) A certificate from Tenant's general contractor certifying that the Tenant and its contractors and subcontractors (i) shall not interfere Improvements have been completed in substantial accordance with the access toapproved plans; (c) a final affidavit and lien release from Contractor and final lien releases or waivers by all subcontractors, use of, or business conducted within any other portions of the Project by other tenants or occupants, (ii) shall use diligent efforts to coordinate the timing of work, deliveries material men and other construction matters with tenants parties who have supplied labor, material or occupants of the Project that could be adversely impacted by such work, deliveries and construction matters, including, without limitation, by scheduling work that would create noise, vibrations, dust or other similar annoyances to other tenants or occupants of the Project outside normal business hours, notwithstanding any additional cost (services for overtime or otherwise) that Tenant may incur, (iii) shall clean and secure construction and staging areas daily, (iv) shall stage all construction and store all construction materials and equipment in a location designated by Landlord (in Landlord’s sole discretion) on the Project, and (v) shall otherwise abide by all rules and requirements established or imposed by Landlord relating to the performance of the Tenant Improvements, including rules relating to any required shutdown of utilities (including life-safety systems), storage of materials, and coordination of work with other tenant’s or occupant’s contractors. Tenant shall not be charged any construction management fee for Landlord’s review of Tenant’s Plans or any oversight of the construction of the Tenant Improvements or who otherwise might be entitled to claim a contractual, statutory or constitutional lien against the property and of which Tenant has knowledge; (d) Tenant shall have delivered to Landlord a written statement, certified as correct by Tenant, setting forth in reasonable detail the out-of-pocket construction costs incurred by Tenant with respect to Tenant Improvements together with all proof, reasonably satisfactory to Landlords that such invoices have been paid in full and such other information with respect to the construction of the Tenant Improvements as Landlord may reasonably require to enable Landlord to substantiate the costs set forth in Tenant's written statements; and (e) Tenant shall have delivered to Landlord a Certificate of Substantial Completion (as such term is defined in American Institute of Architects Documents B141, Owner Architect Agreement) with respect to the Tenant Improvements, issued by the architect, which shall include the Architect's certification that the Tenant Improvements have been substantially completed in accordance with the Plans and Specifications.

Construction of Tenant Improvements. After 3.1 Upon completion of the Working Plans and at the request of Tenant, Landlord and Ground Lessor (its contractor shall provide to Tenant in accordance with Paragraph 12 hereof) approve writing an estimate of the cost of improvements to be provided at Tenant’s Plans and Tenant receives any necessary building permitsexpense pursuant to Section 1 of this Work Agreement. Within five days after Tenant’s receipt of such estimated cost, Tenant shall administer delete any items which Tenant elects not to have constructed and diligently prosecute the shall authorize construction of Tenant Improvements in accordance with Tenant’s Plansthe balance of the improvements. In the absence of such written authorization, in compliance with applicable Laws, and using building standard material, subject Landlord shall not be obligated to Landlord’s right, at its election, to itself construct commence work on the Restroom Improvements. All Tenant Improvements (other than, if applicable, the Restroom Improvements) shall be constructed by Tenant’s Contractor (and/or its subcontractors), Premises and Tenant shall be responsible for project management any costs due to any resulting delay in completion of the Premises. Notwithstanding the provisions of this Section 3.1, Tenant may request Landlord’s approval to use a contractor other than Landlord’s for the construction of Tenant’s improvements. Tenant shall include with respect any request for such approval a written estimate by Tenant’s contractor of the cost of the improvements. Landlord shall respond to any request for such approval within ten days after receipt of the request. If Landlord approves Tenant’s request to use its own contractor, the work performed by such contractor shall be in conformance with the provisions of Section 3.4 of this Work Agreement. 3.2 If Landlord’s contractor is to construct Tenant’s improvements, then prior to commencement of construction of the Tenant Improvements. During construction of the Tenant Improvementsimprovements, Tenant and its contractors and subcontractors shall either (i) shall not interfere deposit with Landlord cash in an amount equal to the access to, use ofestimated cost of the improvements to be installed at Tenant’s expense pursuant to Section 1 of this Work Agreement, or business conducted within any other portions of the Project by other tenants or occupants, (ii) shall use diligent efforts to coordinate the timing of work, deliveries and other construction matters with tenants or occupants of the Project that could be adversely impacted by such work, deliveries and construction matters, including, without limitation, by scheduling work that would create noise, vibrations, dust or other similar annoyances to other tenants or occupants of the Project outside normal business hours, notwithstanding any additional cost (for overtime or otherwise) that Tenant may incur, (iii) shall clean and secure construction and staging areas daily, (iv) shall stage all construction and store all construction materials and equipment in a location designated by provide Landlord (in Landlord’s sole discretion) on the Project, and (v) shall otherwise abide by all rules and requirements established or imposed by Landlord relating to the performance of the Tenant Improvements, including rules relating to any required shutdown of utilities (including life-safety systems), storage of materials, and coordination of work with other tenant’s evidence or occupant’s contractors. Tenant shall not be charged any construction management fee for Landlord’s review assurance, such as a bond, satisfactory to Landlord of Tenant’s Plans or any oversight ability to pay the estimated cost of such improvements. Landlord’s contractor shall then complete the improvements in accordance with the Working Plans. Any additional amounts payable by Tenant for the actual cost of the construction improvements beyond the Improvement Allowance shall be paid upon acceptance of the Premises by Tenant Improvementsin accordance with the terms of the Lease, or upon receipt of the final accounting. If each is deposited by Tenant as provided above in this Section 3.2, any excess paid by Tenant over the actual cost of the improvements shall be promptly refunded to Tenant by Landlord. 3.3 If Tenant desires any change to its improvements, Tenant shall submit a written request for such change to Landlord, together with all plans and specifications necessary to show and explain changes from the approved Working Plans. Any such change shall be subject to Landlord’s approval. If Landlord’s contractor is constructing Tenant’s improvements, Landlord or such contractor shall notify Tenant in writing of the amount, if any, which will be charged or credited to Tenant to reflect the cost of such change.

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

Construction of Tenant Improvements. After (a) Tenant shall cause those improvements necessary for its use of the Landlord and Ground Lessor Additional Space (the "Tenant Improvements") to be constructed by TO Construction (the "Contractor") in accordance with Paragraph 12 hereofplans and specifications approved by Landlord, which approval will not be unreasonably withheld or delayed. The construction contract between Tenant and Contractor will be subject to the approval of Landlord, which approval will not be unreasonably withheld or delayed. All work must be done by contractor on behalf of Tenant in a good and workmanlike manner. (b) approve Tenant’s Plans Landlord will reimburse Tenant in an amount not to exceed $21,301.94 far all costs of completing the work, including the Contractor's fees, design fees, Landlord's coordination fees (not in excess of five percent (5%) of the balance of the cost of the work), architect's fees, demolition costs, permit fees and Tenant receives any necessary building permits, applicable taxes. Tenant shall administer pay ail additional costs to design and diligently prosecute the construction of Tenant Improvements in accordance with Tenant’s Plans, in compliance with applicable Laws, and using building standard material, subject to Landlord’s right, at its election, to itself construct the Restroom Improvements. All Tenant Improvements (other than, if applicable, the Restroom Improvements) shall be constructed by Tenant’s Contractor (and/or its subcontractors), and Tenant shall be responsible for project management with respect to construction of complete the Tenant Improvements. During Tenant shall indemnify, defend and hold Landlord harmless from and against any and all liens, losses, damages, claims or expenses (including reasonable attorneys' fees) arising out of or in any way related to the design and construction of the Tenant Improvements, except to the extent that any such liens, losses, claims or expenses result from the negligence or intentional misconduct of Landlord or its agents or employees. Tenant and its contractors and subcontractors (i) shall not interfere agrees that if Contractor or any subcontractor or other person or entity performing work or supplying materials or equipment in connection, with the access toTenant Improvements files a lien against the Building or the Premises, use ofthen, or business conducted within any other portions of at Landlord's request, Tenant shall purchase and record a bond in the Project by other tenants or occupantstype required under RCW 60.04.161 in order to release the Building, (ii) shall use diligent efforts to coordinate the timing of work, deliveries Premises and other construction matters with tenants or occupants of the Project that could be adversely impacted by such work, deliveries and construction matters, including, without limitation, by scheduling work that would create noise, vibrations, dust or other similar annoyances to other tenants or occupants of real property on which the Project outside normal business hours, notwithstanding any additional cost (for overtime or otherwise) that Tenant may incur, (iii) shall clean and secure construction and staging areas daily, (iv) shall stage all construction and store all construction materials and equipment in a location designated by Landlord (in Landlord’s sole discretion) on Building is located from the Project, and (v) shall otherwise abide by all rules and requirements established or imposed by Landlord relating to the performance of lien. When the Tenant Improvements, including rules relating to any required shutdown of utilities (including life-safety systems), storage of materials, and coordination of work with other tenant’s or occupant’s contractorsImprovements are completed. Tenant shall not be charged deliver to Landlord a full and complete unconditional lien release from Contractor and any construction management fee for subcontractors designated by ` Landlord’s review of Tenant’s Plans or any oversight of the construction of the Tenant Improvements.

Construction of Tenant Improvements. After a. As part of the Landlord and Ground Lessor (in accordance with Paragraph 12 hereof) approve Tenant’s Plans and Tenant receives any necessary building permits, Tenant shall administer and diligently prosecute cost of the construction of Tenant Improvements in accordance with Tenant’s Plans, in compliance with applicable Laws, and using building standard material, to be paid by Tenant (subject to Landlord’s rightcontribution of the Tenant Improvement Allowance as provided herein), at Landlord’s option, Tenant shall reimburse Landlord for costs of remedying deficient or faulty work or inadequate clean-up done by Tenant or its electioncontractor(s) and trash/dumpster use (unless Tenant’s Contractor uses its own dumpster with Landlord’s consent, to itself construct the Restroom Improvements. All Tenant Improvements (other thanin which event, if applicable, the Restroom Improvements) trash removal shall be constructed provided by Tenant’s Contractor (and/or its subcontractors), and Contractor; provided that in all events Tenant shall be responsible for project management removing its own trash from the Premises to the appropriate dumpster in connection with respect any construction or installation by Tenant or its agents). Tenant shall not be charged for use of construction electricity. b. Landlord or its designated agent shall be afforded an opportunity to supervise all Tenant Improvements. c. Landlord shall not be liable for, and Tenant waives all claims against Landlord for, any defaults of the Tenant’s Contractor and all subcontractors and suppliers relating to construction of the Tenant Improvements. During construction In the event of the Tenant Improvementsany such default, Tenant and its contractors and shall look solely to Tenant’s Contractor or the subcontractors or suppliers. d. Tenant shall repair any damage to the Building (i) shall not interfere with including the access to, use ofpremises of other tenants), or business conducted within to the property of Landlord or other tenants, and shall indemnify, defend, protect and hold the Landlord and Landlord’s Agents harmless from any other portions of the Project by other tenants or occupantsand all liabilities, obligations, damages, penalties, claims, costs, charges and expenses (ii) shall use diligent efforts to coordinate the timing of work, deliveries and other construction matters with tenants or occupants of the Project that could be adversely impacted by such work, deliveries and construction matters, including, without limitation, by scheduling work that would create noise, vibrations, dust reasonable attorney’s fees) which arise from the negligence of Tenant or other similar annoyances to other tenants or occupants of Tenant’s Agents (including without limitation Tenant’s Contractor) in the Project outside normal business hours, notwithstanding any additional cost (for overtime or otherwise) that Tenant may incur, (iii) shall clean and secure construction and staging areas daily, (iv) shall stage all construction and store all construction materials and equipment in a location designated by Landlord (in Landlord’s sole discretion) on the Project, and (v) shall otherwise abide by all rules and requirements established or imposed by Landlord relating to the performance design of the Tenant Improvements, including rules relating to any required shutdown Improvements and the process of utilities (including life-safety systems), storage of materials, and coordination of work with other tenant’s or occupant’s contractors. Tenant shall not be charged any construction management fee for Landlord’s review of Tenant’s Plans or any oversight of the construction of the Tenant Improvements. e. All Tenant Improvement Work shall be (1) completed substantially in accordance with the approved Plans and Specifications; (2) completed in accordance with all Laws and applicable governmental requirements; (3) carried out promptly in a good and workmanlike manner; (4) of all new materials, unless Landlord agrees otherwise in writing; and (5) free of defect in materials and workmanship. f. Tenant’s Contractor and all subcontractors shall abide by the Landlord’s reasonable construction rules. g. Tenant shall obtain all necessary occupancy permits with respect to the Premises and shall provide duplicate copies thereof to Landlord. Tenant shall not occupy the Premises prior to obtaining all necessary occupancy permits for such occupancy and having complied with the insurance requirements of this Lease applicable to the Term.

Construction of Tenant Improvements. After the Landlord and Ground Lessor (in accordance with Paragraph 12 hereof) approve Tenant’s Plans and Tenant receives any necessary building permits, Tenant shall administer and diligently prosecute the will take responsibility for construction of the Tenant Improvements in accordance with Tenant’s Plans, in compliance with applicable Laws, and using building standard materialImprovements, subject to Landlord’s right, at its election, the following limitations: (1) Landlord will have the right to itself construct review and approve all plans and activities relating to construction in the Restroom Improvements. All Tenant Improvements (other than, if applicable, Premises or on the Restroom Improvements) shall be constructed by Tenant’s Contractor (and/or its subcontractors)Property, and Tenant shall will pay to Landlord a sum equal to One Percent (1%) of the Tenant Improvement Costs to cover the cost of Landlord’s oversight. Such review and oversight will be responsible solely for project management with respect Landlord’s protection, and Landlord does not and will not owe any duties to Tenant relating to the quality, legality, or any other matter relating to the design, purchase, installation, or construction of the Tenant Improvements. During Tenant waives and gives up any and all claims against Landlord arising out of Landlord’s oversight or failure to provide oversight of the construction process as to the Tenant Improvements. (2) Landlord will have the right to approve the general contractor and all plans, specifications, and working drawings. Tenant shall not start construction until it has presented to Landlord a set of plans and specifications that were approved by Landlord and which have also been approved by the City of Santa ▇▇▇▇▇, an issued building permit for construction, and insurance certificates in amounts and with coverages satisfactory to Landlord to protect its interests during construction. (3) The construction of the Tenant ImprovementsImprovements shall be conducted by Tenant in accord with all applicable laws and regulations, Tenant and its contractors and subcontractors (i) shall not interfere in accord with the access toCity-approved plans, use ofspecifications, or business conducted within and working drawings as approved by Landlord (as modified by any other portions change orders approved by Landlord and Tenant pursuant to the provisions of this Agreement which have also been approved by the Project by other tenants or occupantsCity), (ii) shall use diligent efforts to coordinate the timing of workand in a first class, deliveries reasonable, and other construction matters with tenants or occupants of the Project that could be adversely impacted by such work, deliveries and construction matters, includingworkmanlike manner, without limitation, by scheduling work that would create noise, vibrations, dust or other similar annoyances to other tenants or occupants of the Project outside normal business hours, notwithstanding any additional cost (for overtime or otherwise) that Tenant may incur, (iii) shall clean and secure construction and staging areas daily, (iv) shall stage all construction and store all construction negligence. All materials and equipment furnished shall be fully paid for and be free of liens, chattel mortgages, and security interests of any kind, new, and in a location designated by Landlord good condition. (in 4) Landlord’s sole discretionapprovals required in this Section 6 will not unreasonably be withheld or delayed by Landlord; such approvals or disapprovals will be provided to Tenant within five (5) on business days after Tenant supplies Landlord with the Projectrequest for approval and all necessary backup information, plans, and drawings. (v5) Tenant shall otherwise abide by pay all rules taxes and requirements established or imposed by Landlord relating to fees arising from the performance construction of the Tenant ImprovementsImprovements (but to the extent available, including rules relating the Tenant Improvement Allowance or Additional Allowance may be used to fund such payments). If there are any required shutdown of utilities (including life-safety systems), storage of materials, and coordination of work with other tenant’s taxes or occupant’s contractors. Tenant shall not be tax increases charged any construction management fee for Landlord’s review of Tenant’s Plans or any oversight to Landlord because of the construction of the Tenant Improvements, all of these taxes (even if based in part on the value of the “shell” previously constructed by Landlord) shall be paid by Tenant or reimbursed to Landlord by Tenant on tender of Landlord’s statement for such expenses, except that if the taxes or increased taxes are property taxes, they shall be dealt with under the Lease terms relating to Operating Expenses (Section 8). (6) Tenant is responsible to insure that the Tenant Improvements comply in all respects with the requirements of the Americans with Disabilities Act. Tenant agrees that it will take responsibility for and hold Landlord harmless and defend Landlord with regard to any later claim by any party or third party that the Tenant Improvements and/or the Premises do not comply with the Americans with Disabilities Act. (7) Landlord shall not be required to approve any Tenant Improvements that: (i) do not conform to applicable government regulations or Laws or are disapproved by any governmental agency having jurisdiction; (ii) overload the floors of the Premises or the Building; or (iii) are, in Landlord’s reasonable judgment, of a nature or quality inconsistent with the nature and quality of the remainder of the Premises or the Building. Further, to the extent that Tenant proposes improvements that are not, in Landlord’s discretion, deemed by Landlord general purpose in nature, Landlord may condition approval on Tenant’s agreement to remove said improvements at the expiration or earlier termination of the Lease and to restore the Building in regard to such removed improvements to a general purpose building. If Landlord does not so condition its approval, then Tenant shall not have a duty to remove the Tenant Improvements. By approving the Plans, Landlord does not warrant or represent that they are in compliance with the Americans with Disabilities Act or other Laws. (8) When the Tenant Improvements are substantially complete, Landlord and Tenant shall conduct an inspection of the Tenant Improvements. After such inspection has been completed, each party shall sign a “punch list” comprised of items which the parties agree are to be corrected. The Tenant shall cause all such corrections to be made, and shall demonstrate to Landlord by reinspection, within thirty (30) days, that such has been done. Notwithstanding anything contained herein, Tenant’s obligation to pay the Base Monthly Rent and the Additional Rent shall commence as provided in the Lease, regardless of the date of completion of the Tenant Improvements or the completion of inspection or punch list repairs. (9) All of the Tenant Improvements shall become the property of Landlord upon installation and shall not be removed or altered by Tenant except as otherwise required or allowed hereunder and in Paragraph 5.2 of the Lease. (10) As Tenant is undertaking responsibility for their construction, Tenant agrees that it will take and accept the Tenant Improvements with all faults, patent and latent. Landlord shall not have any duties with regard to condition or repair of the Tenant Improvements. (11) Landlord makes no express or implied warranty with respect to the design, installation, construction, quality, condition, or operation of the Tenant Improvements. (12) Tenant will obtain a standard one year construction warranty from its general contractor. Upon completion of the Tenant Improvements, Tenant will supply Landlord with “as-built” plans that are complete in all respects as to improvements and changes made to the Building by or on behalf of Tenant. Upon surrender of possession of the Premises, Tenant will assign to Landlord all rights under any and all contractor, supplier, materialman, or other warranties or contracts in regard to the condition and construction of the Tenant Improvements.

Construction of Tenant Improvements. After (a) Tenant shall cause the Landlord Tenant Improvements to be constructed in accordance with the Plans and Ground Lessor (Specifications approved by both parties in accordance with Paragraph 12 hereof2 above by Construction Associates, Inc. (the "Contractor") approve Tenant’s Plans or such other contractor as may be selected by Tenant and approved by Landlord. The construction contract between Tenant receives any necessary building permitsand Contractor shall be subject to the approval of Landlord, which approval will not be unreasonably withheld or delayed. The construction contract must require the Contractor and its subcontractors to comply with the construction procedures of the Building designated by Landlord from time to time during the progress of the Work. The construction contract shall require that the Contractor obtain a performance and payment bond in the face amount of the construction contract from a bonding company acceptable to Landlord. Any such bond shall include a dual obligee rider in favor of Landlord and in a form acceptable to Landlord. (b) Landlord will pay for the Cost of the Work until the full amount of the Allowance has been disbursed by Landlord. Thereafter, Tenant shall administer and diligently prosecute the construction of Tenant Improvements in accordance with Tenant’s Plans, in compliance with applicable Laws, and using building standard material, subject to Landlord’s right, at its election, to itself construct the Restroom Improvements. All Tenant Improvements (other than, if applicable, the Restroom Improvements) shall be constructed by Tenant’s Contractor (and/or its subcontractors), and Tenant shall be responsible pay for project management with respect to construction all remaining Costs of the Tenant Improvements. During construction of the Tenant Improvements, Tenant and its contractors and subcontractors (i) shall not interfere with the access to, use of, or business conducted within any other portions of the Project by other tenants or occupants, (ii) shall use diligent efforts to coordinate the timing of work, deliveries and other construction matters with tenants or occupants of the Project that could be adversely impacted by such work, deliveries and construction matters, including, without limitation, by scheduling work that would create noise, vibrations, dust or other similar annoyances to other tenants or occupants of the Project outside normal business hours, notwithstanding any additional cost (for overtime or otherwise) that Tenant may incur, (iii) shall clean and secure construction and staging areas daily, (iv) shall stage all construction and store all construction materials and equipment in a location designated by Landlord (in Landlord’s sole discretion) on the Project, and (v) shall otherwise abide by all rules and requirements established or imposed by Landlord relating to the performance of the Tenant Improvements, including rules relating to any required shutdown of utilities (including life-safety systems), storage of materials, and coordination of work with other tenant’s or occupant’s contractorsWork. Tenant shall not be charged indemnify, defend and hold Landlord harmless from and against any construction management fee for and all liens, losses, damages, claims or expenses (including reasonable attorneys' fees, incurred with or without litigation or on appeal), arising out of or in any way related to the Work, except to the extent any such liens, losses, claims or expenses result from the negligence or intentional misconduct of Landlord or its agents or employees, or from Landlord’s review of Tenant’s Plans 's wrongful failure to pay the Allowance. Tenant agrees that if Contractor or any oversight subcontractor or other person or entity performing work or supplying materials or equipment in connection with the Work files a lien against the Building or the Premises (and such filing is not a result of Landlord's wrongful failure to pay the construction of Allowance), at Landlord's request, Tenant shall purchase and record a bond in the type required under RCW 60.04.161 in order to release the Building, the Premises and the real property on which the Building is located from the lien. When the Work is completed, Tenant Improvementsshall deliver to Landlord a full and complete unconditional lien release from Contractor and any subcontractors designated by Landlord.

Construction of Tenant Improvements. After the Landlord and Ground Lessor (in accordance with Paragraph 12 hereof) approve 5.1. Upon Tenant’s Plans and Tenant receives any necessary building permits, Tenant shall administer and diligently prosecute the construction of Tenant Improvements in accordance with Tenant’s Plans, in compliance with applicable Laws, and using building standard material, subject to Landlord’s right, at its election, to itself construct the Restroom Improvements. All Tenant Improvements (other than, if applicable, the Restroom Improvements) shall be constructed by Tenant’s Contractor (and/or its subcontractors), and Tenant shall be responsible for project management with respect to construction approval of the Tenant Improvements. During construction Plans including the estimate of the cost of the Tenant Improvements, Landlord shall cause its contractor to proceed to secure a building permit and commence construction of the Tenant Improvements provided that Tenant shall cooperate with Landlord in executing permit applications and its contractors performing other actions reasonably necessary to enable Landlord to obtain any required permits or certificates of occupancy; and subcontractors (i) provided further that the Building has in Landlord’s discretion reached the stage of construction where it is appropriate to commence construction of the Tenant Improvements in the Premises. 5.2. Landlord shall not interfere with the access be liable for any direct or indirect damages suffered by Tenant as a result of delays in construction beyond Landlord’s reasonable control, including, but not limited to, use ofdelays due to strikes or unavailability of materials or labor, or business conducted within delays caused by Tenant (including delays by the Space Planner, the contractor or anyone else performing services on behalf of Landlord or Tenant). 5.3. If any other portions work is to be performed on the Premises by Tenant or Tenant’s contractor or agents: (a) Such work shall proceed upon Landlord’s written approval of the Project Tenant’s contractor, public liability and property damage insurance carried by other tenants or occupantsTenant’s contractor, (ii) shall use diligent efforts to coordinate the timing of work, deliveries and other construction matters with tenants or occupants of the Project that could be adversely impacted by detailed plans and specifications for such work, deliveries shall be at Tenant’s sole cost and construction mattersexpense and shall further be subject to the provisions of Paragraphs 10 and 13 of the Lease. (b) All work shall be done in conformity with a valid building permit when required, a copy of which shall be furnished to Landlord before such work is commenced, and in any case, all such work shall be performed in accordance with all applicable Regulations. Notwithstanding any failure by Landlord to object to any such work, Landlord shall have no responsibility for Tenant’s failure to comply with all applicable Regulations. (c) If required by Landlord or any lender of Landlord, all work by Tenant or Tenant’s contractor or agents shall be done with union labor in accordance with all union labor agreements applicable to the trades being employed. (d) All work by Tenant or Tenant’s contractor or agents shall be scheduled through Landlord. (e) Tenant or Tenant’s contractor or agents shall arrange for necessary utility, hoisting and elevator service with Landlord’s contractor and shall pay such reasonable charges for such services as may be charged by Tenant’s or Landlord’s contractor. (f) Tenant’s entry to the Premises for any purpose, including, without limitation, inspection or performance of Tenant construction by scheduling work that would create noiseTenant’s agents, vibrations, dust or other similar annoyances prior to other tenants or occupants the date Tenant’s obligation to pay rent commences shall be subject to all the terms and conditions of the Project outside normal business hoursLease except the payment of Rent. Tenant’s entry shall mean entry by Tenant, notwithstanding any additional cost its officers, contractors, licensees, agents, servants, employees, guests, invitees, or visitors. (for overtime or otherwiseg) that Tenant may incur, (iii) shall clean and secure construction and staging areas daily, (iv) shall stage all construction and store all construction materials and equipment in a location designated by Landlord (in Landlord’s sole discretion) on the Project, and (v) shall otherwise abide by all rules and requirements established or imposed by Landlord relating to the performance of the Tenant Improvements, including rules relating to any required shutdown of utilities (including life-safety systems), storage of materials, and coordination of work with other tenant’s or occupant’s contractors. Tenant shall not be charged promptly reimburse Landlord upon demand for any construction management fee for Landlord’s review reasonable expense actually incurred by the Landlord by reason of Tenant’s Plans faulty work done by Tenant or its contractors or by reason of any oversight delays caused by such work, or by reason of the construction of the Tenant Improvementsinadequate clean-up.

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

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

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

Construction of Tenant Improvements. After Upon Tenant's payment to Landlord of the Landlord and Ground Lessor (in accordance with Paragraph 12 hereof) approve Tenant’s Plans and Tenant receives total amount of the cost of any necessary building permitschanges to the Plans, Tenant if any, Landlord's contractor shall administer commence and diligently prosecute proceed with the construction of Tenant Improvements in accordance with Tenant’s Plans, in compliance with applicable Laws, and using building standard material, subject to Landlord’s right, at its election, to itself construct the Restroom Improvements. All Tenant Improvements (other than, if applicable, the Restroom Improvements) shall be constructed by Tenant’s Contractor (and/or its subcontractors), and Tenant shall be responsible for project management with respect to construction of the Tenant Improvements. During construction of the Tenant Improvements, subject to Tenant Delays (as described in Paragraph 4 below) and its contractors and subcontractors Force Majeure Delays (i) shall not interfere with as described in Paragraph 5 below). Promptly upon the access to, use of, or business conducted within any other portions of the Project by other tenants or occupants, (ii) shall use diligent efforts to coordinate the timing of work, deliveries and other construction matters with tenants or occupants of the Project that could be adversely impacted by such work, deliveries and construction matters, including, without limitation, by scheduling work that would create noise, vibrations, dust or other similar annoyances to other tenants or occupants of the Project outside normal business hours, notwithstanding any additional cost (for overtime or otherwise) that Tenant may incur, (iii) shall clean and secure construction and staging areas daily, (iv) shall stage all construction and store all construction materials and equipment in a location designated by Landlord (in Landlord’s sole discretion) on the Project, and (v) shall otherwise abide by all rules and requirements established or imposed by Landlord relating to the performance commencement of the Tenant Improvements, including rules relating Landlord shall furnish Tenant with a construction schedule letter setting forth the projected completion dates therefor and showing the deadlines for any actions required to any required shutdown of utilities (including life-safety systems), storage of materials, be taken by Tenant during such construction and coordination of work with other tenant’s or occupant’s contractors. Tenant shall not be charged any construction management fee for Landlord’s review of Tenant’s Plans or any oversight of the Landlord may from time to time during construction of the Tenant ImprovementsImprovements modify such schedule. Improvements shall be completed in a good workmanlike manner and in accordance with manufacturers' standards. (a) Tenant's failure to timely perform any of its obligations pursuant to this Work Letter Agreement, including any failure to complete, on or before the due date therefor, any action item which is Tenant's responsibility pursuant to the Work Schedule or any schedule delivered by Landlord to Tenant pursuant to this Work Letter Agreement. (b) Tenant's changes to the Plans; (c) Tenant's request for materials, finishes, or installations which are not readily available or which are incompatible with the Standards; (d) any delay of Tenant in making payment to Landlord for Tenant's share of any costs in excess of the cost of the Tenant Improvements as described in the Plans; or (e) any other act or failure to act by Tenant, Tenant's employees, agents, architects, independent contractors, consultants and/or any other person performing or required to perform services an behalf of Tenant.

Construction of Tenant Improvements. After (a) Following ▇▇▇▇▇▇▇▇’s approval of the Landlord and Ground Lessor (in accordance with Paragraph 12 hereof) approve Tenant’s Plans and Tenant receives any necessary building permitsPlans, Tenant shall administer and diligently prosecute cause the construction of Tenant Improvements in accordance with Tenant’s Plans, in compliance with applicable Laws, and using building standard material, subject to Landlord’s right, at its election, to itself construct the Restroom Improvements. All Tenant Improvements (other than, if applicable, the Restroom Improvements) shall be constructed by Tenant’s Contractor and installed (and/or its subcontractors)i) using new materials of good quality and (ii) in a workmanlike and proper manner. Landlord shall supply, and Tenant shall be responsible for project management with respect pay for, all electrical services and other utilities to the Premises during the installation and construction of the Tenant Improvements. During Landlord and Landlord’s representatives shall be entitled to enter the Premises from time to time during the installation of the Tenant Improvements for the purpose of inspecting same and confirming compliance by Tenant with the terms and provisions of the Lease, including this Exhibit B. (b) Tenant shall not permit any mechanic’s lien(s) or other liens to be placed upon the Premises, the Building or the Land as a result of or in connection with the construction and installation of the Tenant Improvements; and in the event any such lien(s) shall be placed upon the Premises, the Building or the Land as a result of or in connection with the construction and installation of the Tenant Improvements, Tenant shall arrange to have the same discharged at Tenant’s sole cost and expense, and if Tenant fails to do so within ten (10) days, Landlord may bond over the same at Tenant’s expense. (c) With respect to the construction of the Tenant Improvements, Tenant shall contract directly with a general contractor (“Tenant’s General Contractor”). The following terms and its contractors provisions shall apply with regard to Tenant’s General Contractor: (1) The terms of any agreement to install the Tenant Improvements shall be governed by a separate construction contract signed by ▇▇▇▇▇▇ and subcontractors ▇▇▇▇▇▇’s General Contractor, and the construction contract shall be prepared using the applicable AIA contract form for such projects. A true and complete copy of such construction contract (and all subsequent amendments thereto) shall be delivered by Tenant to Landlord promptly after the execution thereof. (2) Tenant shall not commence (or cause or permit to be commenced) the construction of the Tenant Improvements until all aspects of the Tenant Plans have been approved by Landlord and until Tenant’s General Contractor has delivered to Landlord original certificates (in form and amounts reasonably satisfactory to Landlord) of the general contractor’s “builder’s risk” and general liability insurance policies naming Landlord as an additional insured. Such insurance policies must be issued by and binding upon an insurance company approved by Landlord, which approval shall not be unreasonably withheld or delayed; and Tenant shall use commercially reasonable efforts to ensure that such certificates of insurance state that the issuing insurance company will not cancel the coverage, fail to renew the coverage or change the coverage in a manner that would cause Tenant to no longer be in compliance with Tenant’s insurance obligations under this Exhibit B without first giving at least thirty (30) days’ prior written notice to Landlord, or, in the event the insurance company is unable or unwilling to provide such notice to Landlord, then without first giving at least thirty (30) days’ prior written notice to Tenant, in which event Tenant shall promptly provide Landlord with written notice enclosing a copy of such notice from the insurance company. Further, Tenant shall cause such builder’s risk and general liability insurance coverage naming ▇▇▇▇▇▇’s general contractor as the insured and naming Landlord as an additional insured to be maintained in full force and effect during the entire period the Tenant Improvements are being constructed. Additionally, Tenant shall cause Tenant’s General Contractor to maintain workers’ compensation insurance and all other insurance coverages (if any) that are required by applicable law and shall, if requested by Landlord, promptly provide to Landlord reasonable documentary evidence of such additional insurance coverage(s). (d) ▇▇▇▇▇▇▇▇ agrees to contribute the Tenant Improvements Allowance toward the hard costs of constructing the Tenant Improvements, as well as Tenant’s reasonable, third-party, out-of-pocket expenses incurred in connection with the design, architectural and engineering costs related thereto, installation of the Tenant’s personal property, telecommunications and computer cabling, adjusting the HVAC distribution system, and in connection with the relocation of certain of Tenant’s employees and personnel to the Premises from Tenant’s existing leased premises at ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Lexington, Massachusetts (collectively, the “Improvement Costs”). The agreements of Landlord and Tenant regarding the Tenant Improvements Allowance are as follows: (1) In the event the Improvement Costs exceed the Tenant Improvements Allowance, Tenant shall be responsible for bearing and paying such excess costs (the “Excess Costs”). (2) Landlord shall make disbursements of the Tenant Improvements Allowance in accordance with the payment applications provided by Tenant for expenses incurred and documented by Tenant, or by Tenant’s General Contractor, with such General Contractor applications certified by ▇▇▇▇▇▇’s architect or project manager. The final disbursement shall be paid upon completion of the Tenant Improvements and Landlord’s receipt of all Final Documents (as defined below). Landlord’s obligation to make such disbursements shall be subject to the following conditions: (i) Landlord shall not interfere with the access to, use of, or business conducted within be obligated to make any other portions disbursements of the Project by other tenants or occupants, Tenant Improvements Allowance prior to Tenant’s delivery to Landlord of (iii) shall use diligent efforts evidence of Tenant’s receipt of all necessary permits required to coordinate the timing of work, deliveries and other commence construction matters with tenants or occupants of the Project that could be adversely impacted by such work, deliveries and construction matters, including, without limitation, by scheduling work that would create noise, vibrations, dust or other similar annoyances to other tenants or occupants of the Project outside normal business hours, notwithstanding any additional cost (for overtime or otherwise) that Tenant may incur, (iii) shall clean and secure construction and staging areas daily, (iv) shall stage all construction and store all construction materials and equipment in a location designated by Landlord (in Landlord’s sole discretion) on the Project, and (v) shall otherwise abide by all rules and requirements established or imposed by Landlord relating to the performance of the Tenant Improvements, including rules relating (ii) a fully-executed copy of Tenant’s construction contract with ▇▇▇▇▇▇’s General Contractor and (iii) a final, complete copy of the Tenant Plans as agreed to any required shutdown of utilities by Landlord and Tenant. (including life-safety systems), storage of materials, and coordination of work with other tenant’s or occupant’s contractors. Tenant ii) Landlord shall not be charged any construction management fee for Landlord’s review of Tenant’s Plans or any oversight of the construction obligated to make more than one disbursement of the Tenant ImprovementsImprovements Allowance in any calendar month. Landlord shall have no obligation to fund any request made later than the date that is eighteen (18) months after the date on which the A&R Lease is signed. (iii) Landlord shall not be obligated to make any disbursement of the Tenant Improvements Allowance or HVAC Remediation Allowance, as the case may be, until Landlord receives current Supporting Documents (as defined herein). Landlord shall pay applicable disbursements to Tenant within thirty (30) days following ▇▇▇▇▇▇▇▇’s receipt of a valid request for disbursement of the Tenant Improvements Allowance and all appropriate Supporting Documents. (iv) The obligation of Landlord to make each such disbursement of the Tenant Improvements Allowance or HVAC Remediation Allowance is subject to the condition precedent that, on the date of such disbursement, no event has occurred and is continuing which constitutes an uncured default of Tenant under the Lease. (v) After disbursement of the Tenant Improvements Allowance (or any portion thereof) or HVAC Remediation Allowance (or any portion thereof) by Landlord to Tenant, Tenant shall be solely responsible for disbursement to Tenant’s General Contractor, subcontractors and material suppliers of payments for the Improvement Costs; provided that Landlord, at its option, may elect to pay portions of the Tenant Improvements Allowance directly to Tenant’s General Contractor. (vi) As used herein, the term “Supporting Documents” shall mean, with respect to each disbursement (excluding the final disbursement) of the Tenant Improvements Allowance and HVAC Remediation Allowance for payments to the Tenant’s General Contractor for Improvement Costs hereunder:

Construction of Tenant Improvements. After (a) Tenant shall, at Tenant’s expense, submit to Landlord final and 100% complete dimensioned and detailed plans and drawings of partition layouts (including openings). ceiling and lighting layouts, colors, mechanical and electrical circuitry plans and any and all other information as may be reasonably necessary to complete the Landlord and Ground Lessor construction of the Tenant Improvements (in accordance with Paragraph 12 hereof) approve such plans are collectively referred to herein as “Tenant’s Plans”). Tenant shall submit Tenant’s Plans to Landlord in form, quality and Tenant receives any necessary quantity acceptable for the purposes of filing for a building permitspermit with the Building Department of the City of Stamford, and such plans shall be signed and sealed by an architect licensed in the State of Connecticut, Tenant’s Plans shall comply with Applicable Laws, Tenant shall administer be permitted to file progress prints of such plans and diligently prosecute specifications for all or any portion of the construction of Tenant Improvements for Landlord’s review. (b) Within ten (10) Business Days after receipt of the complete Tenant’s Plans (which plans shall be accompanied with a notice stating in accordance with bold face all-capitals 12-point type “FAILURE OF LANDLORD TO DISAPPROVE THESE PLANS AND SPECIFICATIONS WITHIN TEN (10) BUSINESS DAYS AFTER RECEIPT SHALL BE DEEMED APPROVAL”), Landlord shall notify Tenant in writing whether Landlord approves or disapproves the Tenant’s Plans, in compliance with applicable Lawsand Landlord shall describe the reasons for any such disapproval. If Landlord fails to so notify Tenant within such ten (10) Business Day period, then Landlord shall be deemed to have approved the Tenant’s Plans. Tenant may submit to Landlord revised Tenant’s Plans for Landlord’s prior written approval, and using building standard materialwithin five (5) Business Days after receipt of the complete revised Tenant’s Plans, subject Landlord shall notify Tenant in writing whether Landlord approves or disapproves such revised Tenant’s Plans, and Landlord shall describe the reasons for any such disapproval, If Landlord fails to Landlord’s rightso notify Tenant within such five (5) Business Day period, at its election, to itself construct the Restroom Improvements. All Tenant Improvements (other than, if applicable, the Restroom Improvements) then Landlord shall be constructed by deemed to have approved such revised Tenant’s Contractor Plans, This procedure shall be repeated until Tenant’s Plans are finally approved (and/or its subcontractorsor deemed approved) by Landlord. If Landlord shall have approved any progress prints pursuant to subsection 22.2(a), Landlord shall not disapprove any Tenant’s Plans on the basis of any matters in such plans that are substantially in conformity with those matters previously approved by Landlord in the progress prints, Tenant’s Plans shall comply with and Tenant shall be responsible for project management conform to the plans and specifications of the Building and comply with respect to all the rules, regulations and/or other requirements of any governmental department having jurisdiction over the construction of the Tenant Improvements. During construction of the Tenant Improvements, Tenant and its contractors and subcontractors (i) shall not interfere with the access to, use of, or business conducted within any other portions of the Project by other tenants or occupants, (ii) shall use diligent efforts to coordinate the timing of work, deliveries and other construction matters with tenants or occupants of the Project that could be adversely impacted by such work, deliveries and construction matters, including, without limitation, by scheduling work that would create noise, vibrations, dust or other similar annoyances to other tenants or occupants of the Project outside normal business hours, notwithstanding any additional cost (for overtime or otherwise) that Tenant may incur, (iii) shall clean and secure construction and staging areas daily, (iv) shall stage all construction and store all construction materials and equipment in a location designated by Landlord (in Landlord’s sole discretion) on the Project, and (v) shall otherwise abide by all rules and requirements established or imposed by Landlord relating to the performance of the Tenant Improvements, including rules relating to any required shutdown of utilities (including life-safety systems), storage of materials, and coordination of work with other tenant’s or occupant’s contractorsBuilding. Tenant shall not be charged any construction management fee for prepare Tenant’s Plans in accordance with pre-existing conditions and field measurements. Landlord’s review of Tenant’s Plans is solely to protect the interests of Landlord in the Building, and Landlord shall be neither the guarantor of, nor responsible for, the correctness or any oversight accuracy of Tenant’s Plans or the construction compliance of Tenant’s Plans with Applicable Laws. At the time of, and in conjunction with, Landlord’s approval of Tenant’s Plans pursuant to this subsection, Landlord shall give notice to Tenant as to which parts of the Tenant Improvements shall constitute Nonstandard Improvements and, therefore, must be removed by Tenant at the expiration or earlier termination of this Lease. (As to any of Tenant’s Plans deemed approved by Landlord, Landlord must provide such notice before the date such Tenant’s Plans are deemed so approved.) If Tenant does not provide Landlord with notice that Tenant disputes such determination of which parts of the Tenant Improvements constitute Nonstandard Improvements within ten (10) Business Days of Tenant’s receipt of Landlord’s notice, then Landlord’s determination shall be conclusive. If Tenant shall provide such notice and the parties are unable to agree as to which parts of the Tenant Improvements constitute Nonstandard Improvements, then the determination as to the Tenant Improvements in dispute shall be made by the Arbitrator. (c) Upon Landlord providing access on the Substantial Completion Date to Tenant to the entire Premises to commence Tenant Improvements (including access through Common Areas), Tenant shall, at its sole cost, risk and expense, cause to be constructed and completed Tenant Improvements, Tenant shall, only after having obtained Landlord’s written approval (or deemed approval) of the Tenant’s Plans as provided in Section 22.2(b), and at its sole cost and expense, be responsible for obtaining all governmental permits as shall be required for the completion of Tenant Improvements, or, if Landlord or Tenant shall deem the same reasonably advisable (or the applicable governmental authority shall so require), Landlord may procure such permits and Tenant shall pay for same. Landlord shall reasonably and timely cooperate with Tenant in connection with obtaining necessary permits for the Tenant Improvements and other Alterations, Tenant shall reimburse Landlord, within thirty (30) days after demand therefor (together with reasonable backup documentation), for all reasonable and actual out of pocket, third party costs and expenses reasonably incurred by Landlord in connection with Landlord’s cooperation in obtaining such permits and changes, Any entry by Tenant in or on the Premises shall be at Tenant’s sole risk and, upon request of Landlord, Tenant shall pay for insurance in amounts that satisfy the requirements of the Lease. (d) Tenant’s general contractor, construction manager and subcontractors shall be subject to Landlord’s prior written approval as provided in Article 9, the decision on which approval shall not be unreasonably conditioned or delayed, but may be withheld by Landlord in Landlord’s sole discretion, Landlord shall be provided the right to submit a proposal to perform the Tenant Improvements. Tenant shall not be required to use contractors designated by Landlord, except for work which affects the Base Building Systems or the Structural Elements. (e) In the event Tenant or Tenant’s contractor shall enter upon the Premises for the purpose of performing Tenant Improvements, in accordance with this Lease, Tenant shall, in accordance with Section 20.1, indemnify and save Landlord (and Landlord’s employees, contractors, agents and Mortgagees) free and harmless from and against any and all claims to the extent arising from or out of any entry thereon or the performance of said work and from and against any and all claims to the extent arising from or claimed to arise from any act or neglect of Tenant or Tenant’s Representatives or to the extent arising from any failure to act, or to the extent arising from any other reason whatsoever arising out of said entry or such work. (f) Tenant, at its expense, and with diligence and dispatch, shall procure the cancellation or discharge of all notices of violation arising from or otherwise connected with Tenant Improvements which shall be issued by any public authority having or asserting jurisdiction, Landlord does not consent to be liable for any improvements or alterations made to the Premises by Tenant, its employees, agents or contractors, Tenant shall, in accordance with Section 20.1, defend, indemnify, and harmless Landlord against any and all mechanics and other liens in connection with Tenant Improvements, including but not limited to the liens of any conditional sale of, or chattel mortgages upon, any materials, fixtures, or articles so installed in and constituting part of the Premises and against all costs, counsel fees, fines, expenses and liabilities reasonably incurred in connection with any such lien, conditional sale or chattel mortgage or any action or proceeding brought thereon, Landlord shall not be obligated to pay for any materials or labor ordered by Tenant. (g) Tenant, at its expense, shall procure the satisfaction or discharge, by bonding, payment, deposit, court order or otherwise, of all such mechanics and other liens within 60 days after notice to Tenant from Landlord of the filing of such lien against the Property, If Tenant shall fail to cause such lien to be discharged within the period aforesaid, then, in addition to any other right or remedy, 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 or by bonding proceedings. Any amount so paid by Landlord and all reasonable, out-of- pocket costs and expenses incurred by Landlord, in connection therewith shall constitute Additional Rent payable by Tenant under this Lease and shall be paid by Tenant to Landlord within thirty (30) days following written demand. (h) Landlord shall not be entitled to a fee for supervision or overhead expenses in connection with the Tenant Improvements, Tenant shall be responsible for all reasonable third party costs, not to exceed $10,000.00 in the aggregate, incurred by Landlord for the performance of review of the Tenant Improvements by third party professionals.

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

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

Construction of Tenant Improvements. After the Landlord and Ground Lessor (in accordance with Paragraph 12 hereofa) approve Tenant’s Plans and Tenant receives any necessary building permits, Tenant shall administer and diligently prosecute the construction of Tenant Improvements in accordance with Tenant’s Plans, in compliance with applicable Laws, and using building standard material, subject to Landlord’s right, at its election, to itself construct the Restroom Improvements. All Tenant Improvements (other than, if applicable, the Restroom Improvements) shall be constructed by Tenant’s Contractor (and/or its subcontractors), and Tenant shall be responsible for project management with respect to construction of the Tenant Improvements. During construction of the Tenant Improvements, pursuant to this Work Letter Agreement. Prior to the start of construction, Tenant shall prepare and submit to Landlord a detailed schedule ("Construction Schedule") identifying the major stages and anticipated completion dates of each phase of construction. Tenant shall during the course of construction periodically update the Construction Schedule, providing copies of the updated schedule to Landlord. Construction shall be performed under Tenant's supervision by Tenant's contractor, whose selection shall be reasonably approved by Landlord. Landlord has pre-approved Ocean West Builders and Design Build Tenant Improvement Contractors as the general contractors authorized to provide Tenant bids for the Tenant Improvements. Selection of all subcontractors shall also be subject to Landlord's reasonable approval. Tenant shall supervise the contractor's work to expedite the completion of the Tenant Improvements and to assure their construction in conformity with the approved plans and specifications. (b) Landlord shall be permitted, during the course of construction, to inspect the progress of the work and, upon written notice to Tenant, to cause Tenant to repair any material defects or deficiencies. (c) Landlord shall have no contractual relationship with Tenant's contractor or any subcontractors. (d) Tenant and its contractors Tenant's contractor shall coordinate with Landlord's property manager regarding delivery and subcontractors storage of building materials, so as to minimize disruption of the Project's other tenants. (ie) The air conditioning portion of the work shall not interfere include a control and monitoring system furnished in accordance with the access to, use of, or business conducted within any other portions Building Standards. The air conditioning subcontractor shall balance the system to provide the designed volume and temperature of air for each space in the Project by other tenants or occupants, Premises. (iif) Tenant shall use diligent efforts to coordinate the timing of work, deliveries and other construction matters with tenants or occupants of the Project that could be adversely impacted by such work, deliveries and construction matters, including, without limitation, by scheduling work that would create noise, vibrations, dust or other similar annoyances to other tenants or occupants of the Project outside normal business hours, notwithstanding any additional cost (for overtime or otherwise) that Tenant may incur, (iii) shall clean and secure construction and staging areas daily, (iv) shall stage all construction and store all construction materials and equipment in a location designated by notify Landlord (in Landlord’s sole discretion) on the Project, and (v) shall otherwise abide by all rules and requirements established or imposed by Landlord relating to the performance upon substantial completion of the Tenant Improvements, including rules relating whereupon the parties shall jointly inspect the Premises and prepare a punch list of corrective action to any required shutdown of utilities (including life-safety systems), storage of materials, and coordination of work with other tenant’s or occupant’s contractorsbe taken by Tenant. Tenant shall not be charged any construction management fee for Landlord’s review of Tenant’s Plans or any oversight of use its best efforts to complete the construction of punch list within sixty (60) days after the Tenant Improvementsjoint inspection.

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

Construction of Tenant Improvements. After Landlord shall obtain all state and local licenses, permits and approvals (whether governmental or non-governmental) required to construct the Landlord Tenant Improvements and Ground Lessor (in accordance with Paragraph 12 hereof) approve for Tenant’s Plans occupancy of the Premises. Landlord shall provide access to the General Contractor for Construction of the Tenant Improvements and to the extent such access requires entry through space occupied by other tenants, Landlord shall provide for such access at its sole cost and expense. The Landlord shall engage, subject to Tenant’s reasonable approval, a general contractor to construct the Tenant receives any necessary building permits, Tenant Improvements (the “General Contractor”). The General Contractor shall administer construct and diligently prosecute install the construction of Tenant Improvements in accordance with the Plans which expense shall be deducted from the Tenant Improvement Allowance. The Tenant Improvements shall be delivered via Associated General Contractors (AGC) Guaranteed Maximum Price Contract (the “Contract”) with Liquidated Damages of $500.00 per day for each day of delay in achieving in substantial completion beyond the date specified in the Contract, which date shall be no later than October 1, 2010, and a payment and performance bond. Any Liquidated Damages (less cost of collection) paid to Landlord shall accrue to the Tenant’s Plans; provided, however, any paid Liquidated Damages for any Tenant Delay shall accrue to Landlord. The General Contractor shall obtain at least three (3) bids for all major trade work at the Premises. Landlord will work with the General Contractor to complete the Tenant Improvements by the Commencement Date. All contracts with vendors and subcontractors for construction of the Tenant Improvements will be negotiated by the General Contractor. All work performed in connection with the construction of the Premises shall be performed in a good and workmanlike manner, in accordance with all Applicable Laws and the final approved Plans. If materials are not readily available, require quick ship charges, or require substitution, the Tenant will be given notice and the opportunity to select alternate materials. Landlord shall insure that the Architect conducts a periodic review (a minimum of once every two weeks) of the progress of construction to ensure compliance with applicable Laws, and using building standard materialthe Plans. Tenant may from time to time request in writing changes to the Plans (a “Change Order”), subject to Landlord’s rightconsent, at its election, which shall not be unreasonably withheld. Landlord shall cause Contractor to itself construct provide an estimate of any change in the Restroom ImprovementsConstruction Cost and/or Schedule. All Tenant Improvements shall have the right to elect whether or not to proceed with the Change Order within five (other than, if applicable, the Restroom Improvements5) shall be constructed business days after receipt of such estimate. Upon such approval by Tenant’s Contractor (, or confirmation by Landlord that the Change Order will not result in any change in cost and/or its subcontractors)Schedule, and Tenant Landlord shall be responsible for project management with respect to construction implement the Change Order as part of the Tenant Improvements. During construction of Tenant acknowledges that the Tenant Improvements, Tenant and its contractors and subcontractors following items may result in changes to the Budget and/or Schedule: (i) shall not interfere with Municipal or other governmental inspectors require changes to the access toPremises such as code compliance changes. In such event, use of, or business conducted within any other portions Landlord will notify Tenant of the Project by other tenants or occupantsrequired changes, but the increased cost of such changes, if any, and any delay associated with such changes shall be the responsibility of Tenant. (ii) Change Orders approved by Tenant. Any increased costs and delays due to such approved Change Orders shall use diligent efforts to coordinate be the timing responsibility of work, deliveries and other construction matters with tenants or occupants Tenant. Any delays caused by such approved Change Orders shall not delay the Commencement Date of the Project that could be adversely impacted by such work, deliveries Lease. Landlord shall not charge Tenant any administrative fees in respect of any Change Orders. Tenant shall have five (5) business days to review and construction matters, including, without limitation, by scheduling work that would create noise, vibrations, dust or other similar annoyances to other tenants or occupants of the Project outside normal business hours, notwithstanding approve all Change Orders and any additional cost (for overtime or otherwise) that review time by Tenant may incur, shall be a Tenant Delay. (iii) If materials are not readily available, require quick ship charges, or require substitution, provided Landlord shall clean identify any such materials within ten (10) days of final approval of the Plans, and secure construction in any such case, Tenant will be given notice and staging areas daily, the opportunity to select alternate materials. (iv) shall stage all construction and store all construction materials and equipment in a location designated by Landlord (in Landlord’s sole discretion) on the Project, and (v) shall otherwise abide by all rules and requirements established or imposed by Landlord relating to the performance of the Any Tenant Improvements, including rules relating to any required shutdown of utilities (including life-safety systems), storage of materials, and coordination of work with other tenant’s or occupant’s contractors. Tenant shall not be charged any construction management fee for Landlord’s review of Tenant’s Plans or any oversight of the construction of the Tenant ImprovementsDelay.

Construction of Tenant Improvements. After 5.1. Upon Tenant's approval of the Landlord and Ground Lessor (in accordance with Paragraph 12 hereof) approve Tenant’s Plans and Tenant receives any necessary building permits, Tenant shall administer and diligently prosecute including the construction estimate of the cost of the Tenant Improvements in accordance with Tenant’s Plansand Landlord's receipt of payment of any such estimated cost exceeding the amount of the Tenant Improvement Allowance, in compliance with applicable Laws, Landlord shall cause its contractor to proceed to secure a building permit and using building standard material, subject to Landlord’s right, at its election, to itself construct the Restroom Improvements. All Tenant Improvements (other than, if applicable, the Restroom Improvements) shall be constructed by Tenant’s Contractor (and/or its subcontractors), and Tenant shall be responsible for project management with respect to commence construction of the Tenant Improvements. During Improvements provided that Tenant shall cooperate with Landlord in executing permit applications and performing other actions reasonably necessary to enable Landlord to obtain any required permits or certificates of occupancy; and provided further that the Building has in Landlord's discretion reached the stage of construction where it is appropriate to commence construction of the Tenant Improvements, Tenant and its contractors and subcontractors (i) Improvements in the Premises. 5.2. Landlord shall not interfere with the access be liable for any direct or indirect damages suffered by Tenant as a result of delays in construction beyond Landlord's reasonable control, including, but not limited to, use ofdelays due to strikes or unavailability of materials or labor, or business conducted within delays caused by Tenant (including delays by the Space Planner, the contractor or anyone else performing services on behalf of Landlord or Tenant). 5.3. If any other portions work is to be performed on the Premises by Tenant or Tenant's contractor or agents: (a) Such work shall proceed upon Landlord's written approval of the Project Tenant's contractor, public liability and property damage insurance carried by other tenants or occupantsTenant's contractor, (ii) shall use diligent efforts to coordinate the timing of work, deliveries and other construction matters with tenants or occupants of the Project that could be adversely impacted by detailed plans and specifications for such work, deliveries shall be at Tenant's sole cost and construction mattersexpense and shall further be subject to the provisions of Paragraphs 7 of the Lease. (b) All work shall be done in conformity with a valid building permit when required, a copy of which shall be furnished to Landlord before such work is commenced, and in any case, all such work shall be performed in accordance with all applicable Regulations. Notwithstanding any failure by Landlord to object to any such work, Landlord shall have no responsibility for Tenant's failure to comply with all applicable Regulations. (c) If required by Landlord or any lender of Landlord, all work by Tenant or Tenant's contractor or agents shall be done with union labor in accordance with all union labor agreements applicable to the trades being employed. (d) All work by Tenant or Tenant's contractor or agents shall be scheduled through Landlord. (e) Tenant or Tenant's contractor or agents shall arrange for necessary utility, hoisting and elevator service with Landlord's contractor and shall pay such reasonable charges for such services as may be charged by Tenant's or Landlord's contractor. (f) Tenant's entry to the Premises for any purpose, including, without limitation, inspection or performance of Tenant construction by scheduling work that would create noiseTenant's agents, vibrations, dust or other similar annoyances prior to other tenants or occupants the date Tenant's obligation to pay rent commences shall be subject to all the terms and conditions of the Project outside normal business hoursLease except the payment of Rent. Tenant's entry shall mean entry by Tenant, notwithstanding any additional cost its officers, contractors, licensees, agents, servants, employees, guests, invitees, or visitors. (for overtime or otherwiseg) that Tenant may incur, (iii) shall clean and secure construction and staging areas daily, (iv) shall stage all construction and store all construction materials and equipment in a location designated by Landlord (in Landlord’s sole discretion) on the Project, and (v) shall otherwise abide by all rules and requirements established or imposed by Landlord relating to the performance of the Tenant Improvements, including rules relating to any required shutdown of utilities (including life-safety systems), storage of materials, and coordination of work with other tenant’s or occupant’s contractors. Tenant shall not be charged promptly reimburse Landlord upon demand for any construction management fee for Landlord’s review reasonable expense actually incurred by the Landlord by reason of Tenant’s Plans faulty work done by Tenant or its contractors or by reason of any oversight delays caused by such work, or by reason of the construction of the Tenant Improvementsinadequate clean-up.

Construction of Tenant Improvements. After a. Upon the Landlord full execution of the Lease and Ground Lessor (in accordance with Paragraph 12 hereof) approve Tenant’s Plans and Tenant receives any necessary building permitsthe approval by both parties of the Final Plans, Tenant shall administer and diligently prosecute proceed to construct the construction of Tenant Improvements in accordance with Tenant’s the Final Plans, in compliance with the Lease and all applicable Laws, and using building standard material, subject to Landlord’s right, at its election, to itself construct the Restroom Improvements. All Tenant Improvements (other than, if applicable, work and materials required under the Restroom Improvements) Final Plans shall be constructed by Tenant’s Contractor (and/or its subcontractors)equal to, and or of a quality superior to, Building Standard. b. Tenant shall be responsible engage the Contractor for project management with respect to the construction of the Tenant ImprovementsImprovements in accordance with Section 4 of this Work Letter. During Unless otherwise agreed in writing by ▇▇▇▇▇▇▇▇ and Tenant, all work involved in the construction and installation of the Tenant Improvements shall be carried out by Contractor under a direct contract with Tenant. c. All contractors engaged by ▇▇▇▇▇▇ shall be required to comply with the Construction Rules and Regulations for the Building, a copy of which is attached as Schedule 1 to this Work Letter. d. The Contractor, and all contractors performing any work in connection with the construction of the Tenant Improvements, shall be required to provide evidence of insurance naming as additional insureds Landlord, and all other entities required to be named as additional insureds under the insurance policies Tenant and its contractors and subcontractors (i) shall not interfere with the access to, use of, or business conducted within any other portions is required to maintain under Section 20 of the Project by other tenants or occupantsLease, (ii) shall use diligent efforts to coordinate and which satisfies the timing of work, deliveries and other construction matters with tenants or occupants requirements of the Project that could be adversely impacted by such work, deliveries Lease and construction matters, including, without limitation, by scheduling work that would create noise, vibrations, dust or other similar annoyances to other tenants or occupants of the Project outside normal business hours, notwithstanding any additional cost (for overtime or otherwise) that Tenant may incur, (iii) shall clean and secure construction and staging areas daily, (iv) shall stage all construction and store all construction materials and equipment in a location designated by Landlord (in Landlord’s sole discretion) on the Project, and (v) shall otherwise abide by all rules and requirements established or imposed by Landlord this Work Letter relating to the performance construction of the Tenant Improvements. e. Under no circumstances will Tenant or Tenant’s authorized representatives alter or modify, including rules relating or in any manner disturb, any Building System, except as shown on and in strict compliance with the Final Plans. Only with Landlord’s prior written consent (which may be withheld in Landlord’s discretion) and under direct supervision of Landlord shall Tenant or Tenant’s authorized representative alter, add to or modify, or in any manner disturb any branch system or installation of the Building which is located within the Premises (for the purposes of this Section “branch” shall be defined as that portion of any Building System or component of a Building System which serves to connect or extend Building Systems into the Premises). f. Notwithstanding anything to the contrary set forth herein, Tenant hereby waives all claims against Landlord for damage to any required shutdown property or injury to, or death of utilities (including life-safety systems)any person in, storage on or about the Premises or the Building arising out of materialsor in any way related to the construction of the Tenant Improvements in the Premises by Contractor, unless solely caused by, or solely resulting from, the gross negligence or willful misconduct of Landlord, its employees, agents, contractors or representatives, and coordination then only if such damage, injury, death or loss is not covered by insurance of work with other tenant’s the type required to be carried by Tenant or occupant’s contractorsthe Contractor hereunder. Tenant shall not be charged shall, and hereby does agree to, indemnify and hold Landlord harmless from and against any construction management fee for Landlord’s review and all claims, causes of Tenant’s Plans or any oversight action, damages, costs and expenses arising out of the construction of the Tenant Improvements, including, but without limitation, personal injury or property damage, the imposition of any lien against the Premises or the Building and matters arising out of the failure of the Tenant Improvements to comply with applicable Laws. Any claim made by Tenant against Landlord whether under this Work Letter, the Lease or otherwise, shall be subject to the limitation of liability provisions of the Lease. g. Landlord shall have the right at any time and from time to time to inspect the Premises during the Construction Period. Landlord shall have the right to review and inspect the construction of Tenant Improvements by Tenant to ensure compliance with the Final Plans, and in the event that Landlord gives notice to Tenant of non-compliance with the Final Plans, Tenant shall promptly undertake to correct such deficiencies in order to bring the construction of the Tenant Improvements into compliance with the Final Plans and all applicable Laws.

Construction of Tenant Improvements. After The Tenant Improvements shall be ----------------------------------- constructed by Landlord at Tenant's cost in conformance with the Landlord and Ground Lessor (in accordance with Paragraph 12 hereof) approve Tenant’s Final Plans and Tenant receives any necessary building permits, Specifications. (i) Tenant shall administer pay all of the permit fees, costs, fees, charges and diligently prosecute assessments for the construction of the Tenant Improvements in accordance with Tenant’s Plans, in compliance with applicable Laws, and using building standard material, which are required to be paid to any governmental body for the construction of the Tenant Improvements (subject to Landlord’s right's obligation to pay the Bridge Fee described in the following sentence). Landlord shall pay for the bridge and thoroughfare fees related to the Property ("Bridge Fee"), at its electionwhich is based upon office areas of the Building not constituting more than twenty percent (20%) of the total square footage of the Building, which Bridge Fee is currently calculated to itself construct be Two Dollars ($2.00) per square foot of Building area ("Current Bridge Fee"). If the Restroom Improvements. All Tenant Improvements (other thanrequested by Tenant cause the Bridge Fee relating to the Property to exceed the Current Bridge Fee, if applicable, the Restroom Improvements) shall be constructed by Tenant’s Contractor (and/or its subcontractors), and then Tenant shall be responsible for project management with respect paying for the amount of such increased Bridge Fee for the entire Property. Tenant shall pay for the increase in the Bridge Fee under the immediate preceding sentence by payment of such amount to Landlord at the time that the building permits for the Tenant Improvements are obtained from the City of Calabasas (even if the City of Calabasas allows Landlord to defer the payment of such Bridge Fee by the City of Calabasas recording a covenant or encumbrance against the Property or the city receiving from the Landlord other contractual promises or covenants to pay such Bridge Fee). Landlord shall assist Tenant in minimizing the amount of the Bridge Fee to be charged by the City of Calabasas; however, Tenant understands that Landlord does not have the ability to reduce or to minimize such Bridge Fee, and the failure of such Bridge Fee to be reduced or minimized to Tenant's satisfaction shall not entitle Tenant to have any claim against Landlord or any set off hereunder, and Tenant shall remain responsible for paying for the amount of such increased Bridge Fee for the Property under this subparagraph 2.5(i). (ii) Tenant shall pay all the costs of any space planners, designers, architectural costs, engineering costs and construction costs of the Tenant ImprovementsImprovements (except as to the amount of the preliminary space planner which Landlord has agreed to pay for as specified in subparagraph 2.3(iii), above). (iii) All of the Tenant Improvements shall become part of the Property, shall be maintained and repaired by Tenant as part of the Property under the Lease, and may not be removed by Tenant upon the termination of the Lease. During Although Landlord may be contracting with contractors for the construction of the Tenant Improvements, Tenant and its contractors and subcontractors (i) shall not interfere with the access to, use of, or business conducted within any other portions of the Project by other tenants or occupants, (ii) shall use diligent efforts be responsible for paying for same pursuant to coordinate the timing of work, deliveries and other construction matters with tenants or occupants of the Project that could be adversely impacted by such work, deliveries and construction matters, including, without limitation, by scheduling work that would create noise, vibrations, dust or other similar annoyances to other tenants or occupants of the Project outside normal business hours, notwithstanding any additional cost (for overtime or otherwise) that Tenant may incur, (iii) shall clean and secure construction and staging areas daily, (iv) shall stage all construction and store all construction materials and equipment in a location designated by Landlord (in Landlord’s sole discretion) on the Project, and (v) shall otherwise abide by all rules and requirements established or imposed by Landlord relating to the performance of the Tenant Improvements, including rules relating to any required shutdown of utilities (including life-safety systems), storage of materials, and coordination of work with other tenant’s or occupant’s contractors. Tenant shall not be charged any construction management fee for Landlord’s review of Tenant’s Plans or any oversight of the construction of the Tenant Improvements.Paragraph 2.6

Construction of Tenant Improvements. After 3.1 Upon completion of the Landlord and Ground Lessor (in accordance with Paragraph 12 hereof) approve Tenant’s Working Plans and at the request of Tenant, Lan▇▇▇▇▇ and its contractor shall provide to Tenant receives any necessary building permitsin writing an estimate of the cost of improvements to be provided at Tenant's expense pursuant to Section 1 of this Expansion Space Work Agreement. Within five days after Tenant's re▇▇▇▇▇ of such estimated cost, Tenant shall administer delete any items which Tenant elects not to have constructed. Landlord and diligently prosecute Tenant shal▇ ▇▇▇▇ together to establish a construction budget reasonably acceptable to both parties. Tenant shall authorize in writing the agreed upon construction budget. In the absence of Tenant Improvements in accordance with Tenant’s Planssuch written authorization, in compliance with applicable Laws, and using building standard material, subject Landlord shall not be obligated to Landlord’s right, at its election, to itself construct commence work on the Restroom Improvements. All Tenant Improvements (other than, if applicable, the Restroom Improvements) shall be constructed by Tenant’s Contractor (and/or its subcontractors), Expansion Space and Tenant shall be responsible for project management with respect any costs due to construction any resulting delay in completion of the Expansion Space. 3.2 If Tenant Improvementsdesires any change to its improvements, Tenant shall submit a written request for such change to Landlord, together with all plans and specifications necessary to show and explain changes from the approved Working Plans. During construction Any such change shall be subject to Landlord's ▇▇▇▇▇▇▇▇. Landlord or Landlord's contractor shall notify Tenant in writing of the amount, if any, which will be charged or credited to Tenant Improvementsto reflect the cost of such change. 3.3 Tenant's entry into the Expansion Space for any purpose, Tenant prior to September 1, 1999, shall be subject to all the terms and its contractors and subcontractors (i) shall not interfere with the access to, use of, or business conducted within any other portions conditions of the Project by other tenants or occupantsLease, (ii) shall use diligent efforts to coordinate including without limitation the timing of work, deliveries and other construction matters with tenants or occupants provisions of the Project that could be adversely impacted by such work, deliveries and construction matters, including, without limitation, by scheduling work that would create noise, vibrations, dust or other similar annoyances to other tenants or occupants of the Project outside normal business hours, notwithstanding any additional cost (for overtime or otherwise) that Tenant may incur, (iii) shall clean and secure construction and staging areas daily, (iv) shall stage all construction and store all construction materials and equipment in a location designated by Landlord (in Landlord’s sole discretion) on the Project, and (v) shall otherwise abide by all rules and requirements established or imposed by Landlord Lease relating to the performance maintenance of insurance, but excluding the provisions of the Tenant Improvements, including rules Lease relating to any required shutdown the payment of utilities rent. Tenant's entry shall mean entry by Tenant, its officers, contractors, licensees, agents, servants, employees, guests, invitees, or visitors (including life-safety systemsthe "Tenant Parties"), storage of materials, and coordination of work with other tenant’s or occupant’s contractors. Tenant shall not be charged indemnify and hold harmless Landlord from and against any construction management fee for Landlord’s review and all claims, losses, liabilities, and expenses (including without limitation attorneys' fees) arising out of Tenant’s Plans or in any oversight way related to the activities of Tenant or the Tenant Parties in the Expansion Space or the Project. EXHIBIT D STATEMENT OF TENANT IN RE: LEASE -------------------------------- Date: May 31, 2000 Teachers Insurance and Annuity Association of America 730 Third A▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇▇: ______________________ RE: TIAA Appl. #OR- 108 TIAA Mtge. #000447000 Name of Project: Evergreen Corporate Center Address: 20540 NW Al▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇d Gentlemen: It is our understanding that you have a mortgage upon the subject premises and as a condition precedent thereof have required this certification of the construction undersigned. The undersigned, as tenant, under that certain lease dated January 15, 1997, as amended by an Amendment to Lease dated July 15, 1999, made with Evergreen Corporate Center LLC, as landlord, hereby ratifies said lease and certifies that: 1. the "Commencement Date" of said lease is December 15, 1997; and 2. the undersigned is presently solvent and free from reorganization and/or bankruptcy; and 3. the operation and use of the Tenant Improvementspremises do not involve the generation, treatment, storage, disposal or release of a hazardous substance or a solid waste into the environment other than to the extent necessary to conduct its ordinary course of business in the premises and in accordance with all applicable environmental laws, and that the premises are being operated in accordance with all applicable environmental laws, zoning ordinances and building codes; and 4. the current base rental payable pursuant to the terms of said lease is $107,232 per month; and further, additional rental pursuant to said lease is payable as provided in the Lease; and 5. said lease is in full force and effect and has not been assigned, modified, supplemented or amended in any way (except as set forth above) and the undersigned is not in default thereunder; and 6. the lease described above represents the entire agreement between the parties as to the leasing of the premises; and 7. the term of said lease expires on December 14, 2007; and 8. Landlord ha▇ ▇▇▇▇▇ at least $553,040 of the TI Allowance, as defined in the Amendment to Lease, and the work performed by landlord to date in the Expansion Space is acceptable to the undersigned. 9. no rental has been paid in advance and no security (except the security deposit in the amount of $120,839) has been deposited with landlord; and 10. tenant's floor area is 102,662 rentable square feet; and 11. the most recent payment of current basic rental was for the payment due on May 1, 2000, and all basic rental and additional rental payable pursuant to the terms of the lease have been paid up to said date; and 12. the undersigned acknowledges notice that landlord's interest under the lease and the rent and all other sums due thereunder will be assigned to you as part of the security for a mortgage loan by you to landlord. In the event that Teachers Insurance and Annuity Association of America, as lender, notifies the undersigned of a default under the mortgage and demands that the undersigned pay its rent and all other sums due under the lease to lender, tenant agrees that it shall pay its rent and all such other sums to lender. Very truly yours, MEDICALOGIC, INC. By: ------------------------------------- Its: ------------------------------------ EXHIBIT E PROMISSORY NOTE --------------- $__________ __________, 1999 Portland, Oregon FOR VALUE RECEIVED, the undersigned, MEDICALOGIC, Inc., an Oregon corporation ("Borrower"), promises to pay to the order of EVERGREEN CORPORATE CENTER LLC, an Oregon limited liability company, at 111 SW Colu▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇ ▇ther place as may be designated from time to time in writing by the holder of this Note ("Holder"), the principal sum of ________________________________ Dollars ($____________) in lawful money of the United States of America, plus interest and other charges as provided herein.

Construction of Tenant Improvements. After Section 3.01 Pricing of Tenant Improvements -------------------------------------------- (a) Within ten (10) Working Days after final approval of the Tenant Improvement Construction Documents, Landlord or Tenant (the selection of which shall be at Tenant's option) shall obtain a price proposal for the Tenant Improvements from Contractor. Such price proposal shall be subject to Tenant's review and Ground Lessor (in accordance with Paragraph 12 hereof) approve Tenant’s Plans and approval, which approval by Tenant receives any necessary building permitsshall not be unreasonably withheld or delayed. Should Tenant desire to seek adjustments of such price proposal, Tenant shall administer work promptly with Tenant's Architect and diligently prosecute Contractor to alter the Tenant Improvement Construction Documents to cause the price quotation to be acceptable to Tenant and to establish the Tenant Improvement Costs. Upon determination of the Tenant Improvement Costs and the written approval of the Tenant Improvement Construction Documents by Tenant, Tenant shall have given final approval of the same, and Landlord or Tenant, (the selection of which shall be at Tenant's option) shall be authorized to proceed with contracting with Contractor for the construction and installation of the Tenant Improvements in accordance with Tenant’s Plansthe Tenant Improvement Construction Documents. (b) Included in the pricing for the Tenant Improvements shall be the cost of those Building Standard Materials which Tenant is obligated to purchase under this Work Letter, which shall be purchased by Tenant in compliance with applicable Laws, and using building standard material, subject to Landlord’s right, at its electionappropriate quantities for the Premises. The cost of such Building Standard Materials shall be charged against the Allowance, to itself construct the Restroom Improvementsextent available. All Tenant Improvements (other than, if applicable, the Restroom Improvements) Landlord shall be constructed by entitled to provide Contractor with Building Standard Materials at Tenant’s Contractor (and/or its subcontractors), and Tenant shall be responsible for project management with respect to construction of the Tenant Improvements. During construction of the Tenant Improvements, Tenant and its contractors and subcontractors (i) shall not interfere with the access to, use of, or business conducted within any other portions of the Project by other tenants or occupants, (ii) shall use diligent efforts to coordinate the timing of work, deliveries and other construction matters with tenants or occupants of the Project that could be adversely impacted by such work, deliveries and construction matters, including, without limitation, by scheduling work that would create noise, vibrations, dust or other similar annoyances to other tenants or occupants of the Project outside normal business hours, notwithstanding any additional 's cost (for overtime or otherwise) that Tenant may incurcharged against the Allowance, (iii) shall clean and secure construction and staging areas daily, (iv) shall stage all construction and store all construction materials and equipment in a location designated by Landlord (in Landlord’s sole discretion) on the Project, and (v) shall otherwise abide by all rules and requirements established or imposed by Landlord relating to the performance of the Tenant Improvements, including rules relating to any required shutdown of utilities (including life-safety systemsextent available), storage of materials, and coordination of work with other tenant’s or occupant’s contractors. Tenant shall not be charged any construction management fee for Landlord’s review of Tenant’s Plans or any oversight of the construction of the Tenant Improvements.

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

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

Construction of Tenant Improvements. After the Landlord and Ground Lessor (in accordance with Paragraph 12 hereof) approve Tenant’s Plans and Tenant receives any necessary building permits, Tenant shall administer and diligently prosecute the construction of Tenant Improvements in accordance with Tenant’s Plans, in compliance with applicable Laws, and using building standard material, subject to Landlord’s right, at its election, to itself construct the Restroom Improvements. All Tenant Improvements (other than, if applicable, the Restroom Improvements) shall be constructed by Tenant’s Contractor (and/or its subcontractors), and A. Tenant shall be responsible for project management obtaining all governmental approvals to the full extent necessary for the construction and installation of the Tenant Improvements and for Tenant's occupancy of the Premises, in compliance with respect all applicable Regulations. Tenant shall employ ▇▇▇▇▇▇▇ Construction, or another Contractor that is reasonably acceptable to Landlord, to construct the Tenant Improvements in conformance with the approved Plans. The contractor shall be duly licensed. B. Without limiting the provisions of Paragraph 3.5 of the Lease, Landlord shall not be liable for any direct or indirect damages suffered by Tenant as a result of delays in construction beyond Landlord's reasonable control, including, but not limited to, delays due to strikes or unavailability of materials or labor, or delays caused by Tenant (including delays by the Space Planner, the contractor or anyone else performing services on behalf of Landlord or Tenant). C. All Tenant Improvement work to be performed on the Premises by Tenant or Tenant's contractor or agents shall be subject to the following conditions: i. All work shall be done in conformity with a valid building permit when required, a copy of which shall be furnished to Landlord before such work is commenced, and in any case, all such work shall be performed in a good workmanlike manner, and in accordance with all applicable Regulations and the requirements and standards of any insurance underwriting board, inspection bureau or insurance carrier insuring the Premises pursuant to the Lease. Notwithstanding any failure by Landlord to object to any such work, Landlord shall have no responsibility for Tenant's failure to comply with all applicable Regulations. Tenant shall be responsible for ensuring that construction and installation of the Tenant Improvements will not materially affect the structural integrity of the Building. ii. At reasonable times and upon reasonable notice, Landlord or Landlord's agents shall have the right to inspect the construction of the Tenant ImprovementsImprovements by Tenant during the progress thereof. During If Landlord shall give notice of faulty construction or any other material deviation from the approved Plans, Tenant shall inform the contractor of such deviation and shall require the contractor to make corrections promptly. However, neither the privilege herein granted to Landlord to make such inspections, nor the making of such inspections by Landlord, shall operate as a waiver of any right of Landlord to require good and workmanlike construction and improvements erected in accordance with the approved Plans. iii. Unless otherwise agreed in writing by Landlord and Tenant, Tenant's construction of the Tenant Improvements, Tenant and its contractors and subcontractors (i) Improvements shall not interfere comply with the access tofollowing: (a) the Tenant Improvements shall be constructed in substantial accordance with the approved Plans, as may be amended from time to time; and (b) Tenant shall abide by all reasonable rules made by Landlord with respect to the use ofof freight, or business conducted within loading dock, and service elevators, storage of materials, coordination of work with the contractors of other tenants, and any other portions of the Project by other tenants or occupants, (ii) shall use diligent efforts to coordinate the timing of work, deliveries and other construction matters matter in connection with tenants or occupants of the Project that could be adversely impacted by such work, deliveries and construction mattersthis Amendment, including, without limitation, by scheduling work that would create noise, vibrations, dust or other similar annoyances to other tenants or occupants of the Project outside normal business hours, notwithstanding any additional cost (for overtime or otherwise) that Tenant may incur, (iii) shall clean and secure construction and staging areas daily, (iv) shall stage all construction and store all construction materials and equipment in a location designated by Landlord (in Landlord’s sole discretion) on the Project, and (v) shall otherwise abide by all rules and requirements established or imposed by Landlord relating to the performance of the Tenant Improvements, including rules relating to any required shutdown of utilities (including life-safety systems), storage of materials, and coordination of work with other tenant’s or occupant’s contractors. Tenant shall not be charged any construction management fee for Landlord’s review of Tenant’s Plans or any oversight of the construction of the Tenant Improvements. iv. Tenant shall promptly reimburse Landlord upon demand for any reasonable expense actually incurred by the Landlord by reason of faulty work done by Tenant or its contractors or by reason of any delays caused by such work, or by reason of inadequate clean-up.

Construction of Tenant Improvements. After 5.1 Within ten (10) days after Subtenant's, Sublandlord's and Landlord's approval of the Landlord Plans including the estimate of the cost of the Tenant Improvements and Ground Lessor (in accordance with Paragraph 12 hereof) approve Tenant’s Plans Landlord's receipt of payment of any such estimated cost exceeding the amount of the Tenant Improvement Allowance, Subtenant shall cause the contractor to proceed to secure a building permit and Tenant receives any necessary building permits, Tenant shall administer and diligently prosecute the commence construction of the Tenant Improvements provided that the Building has in Landlord's discretion reached the stage of construction where it is appropriate to commence construction of the Tenant Improvements in accordance with Tenant’s Plansthe Sublease Premises. 5.2 Subtenant shall be responsible for obtaining all governmental approvals to the full extent necessary for the construction and installation of the Tenant Improvements and for Subtenant's occupancy of the Sublease Premises, in compliance with all applicable LawsRegulations. Subtenant shall employ contractors, which shall be reasonably approved by Landlord in writing, to construct the Tenant Improvements in conformance with the approved Space Plan and using building standard material, Plans. The construction contracts between Subtenant and the approved contractor shall be subject to Landlord’s right, at its election, to itself construct the Restroom Improvements's prior reasonable approval and shall provide for progress payments. All Tenant Improvements (other than, if applicable, the Restroom ImprovementsThe contractor(s) shall be constructed duly licensed and Landlord's approval of the contractor(s) shall be conditioned, among other things, upon the contractor's reputation for quality of work, timeliness of performance, integrity and Landlord's prior experience with such contractor. 5.3 Sublandlord and Landlord shall not be liable for any direct or indirect damages suffered by Tenant’s Contractor Subtenant as a result of delays in construction beyond Landlord's and Sublandlord's reasonable control, including, but not limited to, delays due to strikes or unavailability of materials or labor, or delays caused by Subtenant (and/or its subcontractorsincluding delays by the Space Planner, the contractor or anyone else performing services on behalf of Landlord or Subtenant). 5.4 All work to be performed on the Sublease Premises by Subtenant or Subtenant's contractor or agents shall be subject to the following conditions: (a) Such work shall proceed upon Landlord's written approval of Subtenant's contractor, and Tenant public liability and property damage insurance carried by Subtenant's contractor, and shall further be subject to the provisions of Paragraphs 12 and 27 of the Master Lease. (b) All work shall be done in conformity with a valid building permit when required, a copy of which shall be furnished to Sublandlord and Landlord before such work is commenced, and in any case, all such work shall be performed in a good and workmanlike and first-class manner, and in accordance with all applicable Regulations and the requirements and standards of any insurance underwriting board, inspection bureau or insurance carrier insuring the Sublease Premises pursuant to the Sublease. Notwithstanding any failure by Sublandlord or Landlord to object to any such work, neither Sublandlord nor Landlord shall have any responsibility for Subtenant's failure to comply with all applicable Regulations. Subtenant shall be responsible for project management with respect ensuring that construction and installation of the Tenant Improvements will not affect the structural integrity of the Building. (c) Landlord or Landlord's agents shall have the right to inspect the construction of the Tenant ImprovementsImprovements by Subtenant during the progress thereof. During If Landlord shall give notice of faulty construction or any other deviation from the approved Space Plan or Plans, Subtenant shall cause its contractor to make corrections promptly. However, neither the privilege herein granted to Landlord to make such inspections, nor the making of such inspections by Landlord, shall operate as a waiver of any right of Landlord to require good and workmanlike construction and improvements erected in accordance with the approved Space Plan or Plans. (d) Subtenant shall cause its contractor to complete the Tenant Improvements as soon as reasonably possible. (e) Subtenant's construction of the Tenant Improvements, Tenant and its contractors and subcontractors Improvements shall comply with the following: (i) the Tenant Improvements shall not interfere be constructed in strict accordance with the access to, use of, approved Space Plan or business conducted within any other portions of the Project by other tenants or occupants, Plans; (ii) Subtenant's and its contractor shall use diligent efforts submit schedules of all work relating to coordinate the timing of work, deliveries and other construction matters with tenants or occupants Tenant Improvements to Landlord for Landlord's approval within two (2) business days following the selection of the Project that could be adversely impacted contractor and the approval of the Plans. Landlord shall within three (3) business days after receipt thereof inform Subtenant of any changes which are necessary and Subtenant's contractor shall adhere to such corrected schedule; and (iii) Subtenant shall abide by such workall rules made by Landlord with respect to the use of freight, deliveries loading dock, and construction mattersservice elevators, storage of materials, coordination of work with the contractors of other tenants, and any other matter in connection with this Work Letter, including, without limitation, by scheduling work that would create noise, vibrations, dust or other similar annoyances to other tenants or occupants of the Project outside normal business hours, notwithstanding any additional cost (for overtime or otherwise) that Tenant may incur, (iii) shall clean and secure construction and staging areas daily, (iv) shall stage all construction and store all construction materials and equipment in a location designated by Landlord (in Landlord’s sole discretion) on the Project, and (v) shall otherwise abide by all rules and requirements established or imposed by Landlord relating to the performance of the Tenant Improvements, including rules relating to any required shutdown of utilities (including life-safety systems), storage of materials, and coordination of work with other tenant’s or occupant’s contractors. Tenant shall not be charged any construction management fee for Landlord’s review of Tenant’s Plans or any oversight of the construction of the Tenant Improvements. (f) Subtenant or Subtenant's contractor or agents shall arrange for necessary utility, hoisting and elevator service with Landlord's contractor and shall pay such reasonable charges for such services as may be charged by Subtenant's or Landlord's contractor. (g) Subtenant's entry to the Sublease Premises for any purpose, including, without limitation, inspection or performance of Subtenant construction by Subtenant's agents, prior to the date Subtenant's obligation to pay rent commences shall be subject to all the terms and conditions of the Sublease except the payment of Rent. Subtenant's entry shall mean entry by Subtenant, its officers, contractors, licensees, agents, servants, employees, guests, invitees, or visitors. Landlord and Sublandlord shall have the right to post the appropriate notices of non-responsibility and to require Subtenant to provide Landlord and Sublandlord with evidence that Subtenant has fulfilled its obligation to provide insurance pursuant to the Sublease. (h) Subtenant shall promptly reimburse Landlord upon demand for any reasonable expense actually incurred by the Landlord by reason of faulty work done by Subtenant or its contractors or by reason of any delays caused by such work, or by reason of inadequate clean-up. (i) Subtenant hereby indemnifies and holds Sublandlord and Landlord harmless with respect to any and all costs, losses, damages, injuries and liabilities relating in any way to any act or omission of Subtenant or Subtenant's contractor or agents, or anyone directly or indirectly employed by any of them, in connection with the Tenant Improvements and any breach of Subtenant's obligations under this Work Letter, or in connection with Subtenant's non-payment of any amount arising out of the Tenant Improvements. Such indemnity by Subtenant, as set forth above, shall also apply with respect to any and all costs, losses, damages, injuries, and liabilities related in any way to Sublandlord's and Landlord's performance or any ministerial acts reasonably necessary (i) to permit Subtenant to complete the Tenant Improvements, and (ii) to enable Subtenant to obtain any building permit or certificate of occupancy for the Sublease Premises. (j) Subtenant's contractor and the subcontractors utilized by Subtenant's contractor shall guarantee to Subtenant and for the benefit of Sublandlord and Landlord that the portion of the Tenant Improvements for which it is responsible shall be free from any defects in workmanship and materials for a period of not less than one (1) year from the date of completion thereof. Each of Subtenant's contractor and the subcontractors utilized by Subtenant's contractor shall be responsible for the replacement or repair, without additional charge, of all work done or furnished in accordance with its contract that shall become defective within one (1) year after the later to occur of (i) completion of the work performed by such contractor of subcontractors and (ii) the Sublease Commencement Date. The correction of such work shall include, without additional charge, all additional expenses and damages incurred in connection with such removal or replacement of all or any part of the Tenant Improvements, and/or the Building and/or common areas that may be damaged or disturbed thereby. All such warranties or guarantees as to materials or workmanship of or with respect to the Tenant Improvements shall be contained in the construction contract or subcontract and shall be written such that such guarantees or warranties shall inure to the benefit of Sublandlord, Landlord and Subtenant, as their respective interests may appear, and can be directly enforced by any of them. Subtenant covenants to give to Sublandlord and Landlord any assignment or other assurances which may be necessary to effect such rights of direct enforcement. (k) Commencing upon the execution of the Sublease, Subtenant shall hold weekly meetings at a reasonable time with the Space Planner and the contractor regarding the progress of the preparation of the Plans and the construction of the Tenant Improvements, which meetings shall be held at a location designated by Subtenant, and Landlord and/or its agents shall receive prior notice of, and shall have the right to attend, all such meetings, and upon Landlord's request, certain of Subtenant's contractors shall attend such meetings.

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

Construction of Tenant Improvements. (a) After the Landlord receipt and Ground Lessor (in accordance with Paragraph 12 hereof) approve approval of Tenant’s 's Plans and Tenant receives any necessary building permitsthe Pricing Letter, Tenant Landlord shall administer and diligently prosecute the construction of Tenant Improvements in accordance with the approved construction documents and proposal of Landlord's Contractor; provided, however, that no Tenant Improvements shall be installed which do not conform to Building plans and specifications or to any applicable regulations, laws, ordinances, codes and rules. Such conformity shall be the obligation of Tenant’s Plans. (b) Landlord shall bear the cost of the construction of Tenant Improvements. If Tenant accepts the Pricing Letter, in compliance with applicable LawsLandlord shall contribute $16.90 per square foot of Net Rentable Area to Tenant Improvements. Such allowance shall be credited against amounts due Landlord under paragraph 3(b) of this Exhibit B for Tenant Improvements as the work progresses. The credit given for Tenant Improvements covered by each monthly draw shall equal a fraction thereof, the numerator of which is the total allowance provided by Landlord and using building standard material, subject to Landlord’s right, at its election, to itself construct the Restroom denominator of which is the total cost of all Tenant Improvements. All costs incurred in construction of Tenant Improvements (other than, if applicable, the Restroom Improvements) shall be constructed increased by a charge, to be paid by Tenant’s Contractor , of ten percent (and/or its subcontractors), 10%) to reimburse Landlord for construction administration and Tenant shall be responsible for project management with respect to construction of the Tenant Improvements. During construction of the Tenant Improvements, Tenant and its contractors and subcontractors (i) shall not interfere with the access to, use of, or business conducted within any other portions of the Project by other tenants or occupants, (ii) shall use diligent efforts to coordinate the timing of work, deliveries and other construction matters with tenants or occupants of the Project that could be adversely impacted by such work, deliveries and construction matters, including, without limitation, by scheduling work that would create noise, vibrations, dust or other similar annoyances to other tenants or occupants of the Project outside normal business hours, notwithstanding any additional cost (for overtime or otherwise) that Tenant may incur, (iii) shall clean and secure construction and staging areas daily, (iv) shall stage all construction and store all construction materials and equipment in a location designated by Landlord (in Landlord’s sole discretion) on the Project, and (v) shall otherwise abide by all rules and requirements established or imposed by Landlord relating to the performance of the Tenant Improvements, including rules relating to any required shutdown of utilities (including life-safety systems), storage of materials, and coordination of work with other tenant’s or occupant’s contractorscoordination. Tenant shall not be charged any construction management fee for Landlord’s review of Tenant’s Plans or any oversight of the construction pay to Landlord all amounts payable by Tenant pursuant to this Exhibit B within ten (10) days after completion of the Tenant Improvements. (c) All Tenant Improvements shall be constructed by Landlord's Contractor with the exception of telephone equipment and wiring which may be installed by Tenant subject to the limitations contained herein. All such equipment furnished and installed by Tenant shall be installed in a manner which conforms with Landlord's Contractor's schedule, and the work or installation shall be handled in such a manner as not to materially interfere with or delay the work of Landlord's Contractor to any extent unsatisfactory to Landlord. No portion of the work to be performed by Landlord's Contractor shall be dependent upon completion of any work or construction or installation to be performed by Tenant. (d) It is agreed that Tenant may authorize changes in the Tenant Improvements, provided that any changes must meet the criteria set forth in paragraph l(b) above. Tenant shall pay any net increase in cost and/or credited with any savings (such credit be applied to Base Rental next becoming due) which results from such changes (including the cost of all modifications to Tenant Improvements which have theretofore been initiated or constructed and any modifications required to the base building), plus ten percent (10%) thereof as an administrative cost recovery fee.

Construction of Tenant Improvements. After The “Tenant Improvements” shall consist of any and all improvements and work required following the completion of the Landlord Work, to improve, alter and Ground Lessor (complete the Premises for Tenant’s occupancy. The Tenant Improvements shall be undertaken and prosecuted in accordance with Paragraph 12 hereofthe following requirements: 2.1.1 The Tenant Improvements shall be designed and constructed by Tenant in accordance with the Approved Working Drawings (defined below) approve and the terms of this Work Agreement. Tenant shall abide by the reasonable written rules established by Landlord or Landlord’s property manager with respect to the construction of the Tenant Improvements in the Building, the use of freight, loading dock and service areas, storage of materials, coordination of work with the contractors of other tenants. All construction drawings (defined below) prepared by the Architect (defined below) shall follow Landlord’s commercially reasonable CAD standards and requirements, which standards and requirements shall be provided to Tenant or the Architect upon request. 2.1.2 The Tenant Improvements shall be undertaken and performed at all times in accordance with all state, federal and local laws, regulations and ordinances, including without limitation all OSHA and other safety laws and with all applicable rules, orders, regulations and requirements of the California Board of Fire Underwriters and the California Fire Insurance Rating Organization or any similar body. 2.1.3 Landlord shall, within ten (10) business days after request by Tenant’s Plans , provide Tenant with appropriate “path of travel plans” showing areas outside the Premises, as required under applicable laws and codes. Tenant receives shall deliver to Landlord a copy of the final application for permit and issued permit for the construction of the Tenant Improvements prior to commencement of construction. Prior to the commencement of construction of any necessary building permitsportion of the Tenant Improvements, Tenant shall administer have procured and diligently prosecute paid for and exhibited to Landlord all permits, approvals and authorizations of all applicable governmental authorities. Landlord will use reasonable efforts to cooperate with Tenant in Tenant’s efforts to procure applicable construction permits. 2.1.4 Contractor (defined below) as well as all subcontractors, laborers, materialmen, and suppliers used by Tenant for the construction of Tenant Improvements (such subcontractors, laborers, materialmen, and suppliers, and Contractor, referred to herein collectively as “Tenant’s Agents”) shall comply with Landlord’s written guidelines generally imposed on third party contractors including without limitation all insurance coverage requirements and the obligation to furnish appropriate certificates of insurance to Landlord prior to commencement of construction. Contractor and each of its subcontractors shall guarantee to Tenant and for the benefit of Landlord that the portion of the Tenant Improvements for which it is responsible shall be free from any defects in workmanship and materials for a period of not less than one (1) year from the date of completion thereof. Each of Tenant’s Agents shall be responsible for the replacement or repair, without additional charge, of all work done or furnished in accordance with its contract that shall become defective within one (1) year after the completion of the work performed by such contractor or subcontractors. The correction of such work shall include, without additional charge, all additional expenses and damages incurred in connection with such removal or replacement of all or any part of the Tenant Improvements, and/or the Building and/or common areas that may be damaged or disturbed thereby. All such warranties or guarantees as to materials or workmanship of or with respect to the Tenant Improvements shall be contained in the applicable contract or subcontract and shall be written such that such guarantees or warranties shall inure to the benefit of both Landlord and Tenant’s Plans, in compliance with applicable Lawsas their respective interests may appear, and using building standard material, subject can be directly enforced by either. Tenant shall give to Landlord any assignment or other assurances that may be necessary to effect such right of direct enforcement. 2.1.5 Tenant and Contractor shall use commercially reasonable efforts to hold weekly job meetings and shall provide Landlord with reasonable advance notice of such meetings and permit Landlord’s rightconstruction manager, at its election, to itself construct the Restroom Improvements. attend; said meetings may be attended by parties telephonically. 2.1.6 All Tenant Improvements (other than, if applicable, the Restroom Improvements) shall be constructed by Tenant’s Contractor (and/or its subcontractors), and Tenant shall be responsible for project management with respect to construction of the Tenant Improvements. During construction relevant provisions of the Tenant Improvements, Tenant and its contractors and subcontractors (i) Lease shall not interfere with the access to, use of, or business conducted within any other portions of the Project by other tenants or occupants, (ii) shall use diligent efforts to coordinate the timing of work, deliveries and other construction matters with tenants or occupants of the Project that could be adversely impacted by such work, deliveries and construction matters, including, without limitation, by scheduling work that would create noise, vibrations, dust or other similar annoyances to other tenants or occupants of the Project outside normal business hours, notwithstanding any additional cost (for overtime or otherwise) that Tenant may incur, (iii) shall clean and secure construction and staging areas daily, (iv) shall stage all construction and store all construction materials and equipment in a location designated by Landlord (in Landlord’s sole discretion) on the Project, and (v) shall otherwise abide by all rules and requirements established or imposed by Landlord relating to the performance of the Tenant Improvements, including rules relating apply to any required shutdown of utilities (including life-safety systems), storage of materials, and coordination of work with other tenant’s or occupant’s contractors. Tenant shall not be charged any construction management fee for Landlord’s review activity of Tenant’s Plans or any oversight of , its agents and contractors, in the Premises during the construction of the Tenant Improvements. 2.1.7 It shall be the responsibility of Tenant and Tenant’s contractors to remove all trash and debris from the Premises on a regular basis and to break down all boxes and place all such trash and debris in the containers supplied for that purpose. If trash and debris are not removed on a regular basis by Tenant or Tenant’s contractors, then Landlord shall have the right to remove such trash and debris or have such trash and debris removed at the sole cost and expense of Tenant by deduction from the Allowance. 2.1.8 Following completion of the Tenant Improvements, Tenant shall cause any necessary Notice of Completion to be recorded in the office of the Recorder of San Francisco County in accordance with Section 3093 of the California Civil code or any successor statute, shall furnish a copy thereof to Landlord upon such recordation, and shall timely give all notices required pursuant to Section 3259.5 of the California Civil Code or any successor statute and will provide to Landlord: (a) as-built drawings of the Premises signed by Architect; Tenant shall cause the Architect and Contractor to update the Approved Working Drawings as necessary to reflect all changes made to the Approved Working Drawings during the course of construction and a certificate, in a form reasonably acceptable to Landlord, from Architect certifying that the construction of the Tenant Improvements have been substantially completed; (b) CAD files of the improved space compatible with Landlord’s CAD standards; (c) a final punchlist signed by Tenant; (d) final and unconditional lien waivers from all contractors and subcontractors; (e) signed copies of the permit or job card indicating passing of the final inspection; and (f) a copy of all warranties, guaranties, and operating manuals and information relating to the Tenant Improvements. The foregoing materials are referred to herein collectively as the “Close-out Package”. Should Tenant fail to provide complete CAD files compatible with Landlord’s standards as required herein, Landlord may cause its architect to prepare same and the cost thereof shall be reimbursed to Landlord by Tenant as additional Rent under the Lease within thirty (30) days of invoice therefor.

Construction of Tenant Improvements. After the A. Landlord and Ground Lessor (Tenant hereby approve Devcon Construction Incorporated as the contractor, which Landlord and Tenant shall retain under a mutually acceptable construction contract to be jointly administered by Landlord and Tenant. Landlord shall pay the contractor directly for all contractors' invoices in accordance with Paragraph 12 hereof) approve Tenant’s Plans and Tenant receives any necessary building permits, Tenant shall administer and diligently prosecute the construction contract specified herein. Upon Tenant's approval of the Plans including the estimate of the cost of the Tenant Improvements in accordance with Tenant’s Plansand Landlord's receipt of payment of any such estimated cost exceeding the amount of the Tenant Improvement Allowance, in compliance with applicable Laws, and using building standard material, subject to Landlord’s right, at its election, to itself construct the Restroom Improvements. All Tenant Improvements (other than, if applicable, the Restroom Improvements) shall be constructed by Tenant’s Contractor (and/or its subcontractors), Landlord and Tenant shall be responsible for project management with respect cause Devcon Construction Incorporated to proceed to secure a building permit and commence construction of the Tenant Improvements. During Improvements provided that Landlord and Tenant shall cooperate together in executing permit applications and performing other actions reasonably necessary to enable Landlord and Tenant to obtain any required permits or certificates of occupancy; and provided further that the Building has in Landlord's discretion reached the stage of construction where it is appropriate to commence construction of the Tenant ImprovementsImprovements in the Premises. B. Without limiting the provisions of Paragraph 35 of the Lease, Tenant and its contractors and subcontractors (i) Landlord shall not interfere with the access be liable for any direct or indirect damages suffered by Tenant as a result of delays in construction beyond Landlord's reasonable control, including, but not limited to, use ofdelays due to strikes or unavailability of materials or labor, or business conducted within delays caused by Tenant (including delays by the Space Planner, the contractor or anyone else performing services on behalf of Landlord or Tenant). C. If any other portions work is to be performed on the Premises solely by Tenant or Tenant's contractor or agents: (1) Such work shall proceed upon Landlord's written approval (which consent shall not be unreasonably withheld, delayed or conditioned) of the Project Tenant's contractor, public liability and property damage insurance carried by other tenants or occupantsTenant's contractor, (ii) shall use diligent efforts to coordinate the timing of work, deliveries and other construction matters with tenants or occupants of the Project that could be adversely impacted by detailed plans and specifications for such work, deliveries shall be at Tenant's sole cost and construction matters, including, without limitation, by scheduling work that would create noise, vibrations, dust or other similar annoyances to other tenants or occupants of the Project outside normal business hours, notwithstanding any additional cost (for overtime or otherwise) that Tenant may incur, (iii) expense and shall clean and secure construction and staging areas daily, (iv) shall stage all construction and store all construction materials and equipment in a location designated by Landlord (in Landlord’s sole discretion) on the Project, and (v) shall otherwise abide by all rules and requirements established or imposed by Landlord relating further be subject to the performance provisions of the Tenant Improvements, including rules relating to any required shutdown of utilities (including life-safety systems), storage of materials, Paragraphs 12 and coordination of work with other tenant’s or occupant’s contractors. Tenant shall not be charged any construction management fee for Landlord’s review of Tenant’s Plans or any oversight of the construction of the Tenant Improvements.27

Construction of Tenant Improvements. a. After the Landlord Final Agreed Plans have been prepared and Ground Lessor (in accordance approved, the final Cost of Tenant Improvements has been approved by ▇▇▇▇▇▇ and Customer and a building permit for the Tenant Improvements has been issued, ▇▇▇▇▇▇ shall enter into the Construction Contract with Paragraph 12 hereof) approve Tenant’s Plans and Tenant receives any necessary building permits, Tenant shall administer and diligently prosecute a guaranteed maximum price with the construction Contractor for the installation of the Tenant Improvements in accordance with Tenant’s the Final Agreed Plans, . ▇▇▇▇▇▇’▇ Construction Contract shall require the Contractor to construct the Tenant Improvements in a good and workmanlike manner and in compliance with all applicable Lawslaws. ▇▇▇▇▇▇ shall supervise the completion of such work and shall use its best efforts to secure Substantial Completion (as defined below) of the work as soon as reasonably practicable. The cost of such work shall be paid as provided in Section 3 hereof. ▇▇▇▇▇▇ shall not be liable for any direct or indirect damages as a result of delays in construction. ▇▇▇▇▇▇ shall not authorize any change orders, and using building standard material, subject changes to Landlordthe Final Agreed Plans or increases in cost without Customer’s right, at its election, to itself construct the Restroom Improvements. All Tenant Improvements prior written (other thanor oral as allowed by Section 2d above) approval which, if applicablethe change is necessitated by the requirements of any governmental agency, the Restroom Improvements) shall not be unreasonably withheld or conditioned, but otherwise shall be constructed by Tenantwithin Customer’s Contractor (and/or its subcontractors), full and Tenant complete discretion. b. The Construction Contract shall be responsible for project management with respect to construction provide that all of the Tenant Improvements. During construction Improvement work shall be carried out with good workmanship and with new materials, which shall all be of a high quality and conforming to the workmanlike standards of practice, and shall not be in contravention of the laws, codes or regulations of the City of Seattle or any other authority having jurisdiction. ▇. ▇▇▇▇▇▇ shall cause the Contractor to use reasonable efforts to complete all punch list items within thirty (30) days after creation of the punch list. ▇. ▇▇▇▇▇▇ guarantees the Tenant ImprovementsImprovements against defective workmanship and materials, Tenant and its contractors and subcontractors (i) shall not interfere with the access to, use oflatent or otherwise, or business conducted within contravention of the laws, codes or regulations of the City of Seattle or any other portions authority having jurisdiction, for a period of one (1) year (“Warranty Period”) after Substantial Completion. On the expiration of the Project by other tenants Warranty Period, ▇▇▇▇▇▇ will deliver to Customer originals of all continuing guaranties and warranties issued or occupants, (ii) shall use diligent efforts to coordinate the timing of work, deliveries and other construction matters made in connection with tenants or occupants of the Project that could be adversely impacted by such work, deliveries and construction matters, including, without limitation, by scheduling work that would create noise, vibrations, dust or other similar annoyances to other tenants or occupants of the Project outside normal business hours, notwithstanding any additional cost (for overtime or otherwise) that Tenant may incur, (iii) shall clean and secure construction and staging areas daily, (iv) shall stage all construction and store all construction materials and equipment in a location designated by Landlord (in Landlord’s sole discretion) on the Project, and (v) shall otherwise abide by all rules and requirements established or imposed by Landlord relating to the performance of the Tenant ImprovementsImprovements and shall assign to Customer ▇▇▇▇▇▇’▇ interest in those guaranties and warranties. From and after the Warranty Period, including rules relating ▇▇▇▇▇▇ will cooperate with Customer in efforts to any required shutdown enforce all construction warranties for the benefit of utilities (including life-safety systems), storage of materials, and coordination of work with other tenant’s or occupant’s contractors. Tenant shall not be charged any construction management fee for Landlord’s review of Tenant’s Plans or any oversight of Customer. e. During the construction of process, ▇▇▇▇▇▇, Customer and Contractor shall meet at least once per week at the job site to review construction progress and all other matters as may be appropriate in connection with the Tenant Improvements.

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

Construction of Tenant Improvements. After 4.1 Within ten (10) days after Tenant's and Landlord's approval of the Landlord Plans including the estimate of the cost of the Tenant Improvements and Ground Lessor (in accordance with Paragraph 12 hereof) approve Tenant’s Plans and Landlord's receipt of payment of any such estimated cost exceeding the amount of the Tenant receives any necessary building permitsImprovement Allowance, Tenant shall administer cause the contractor to proceed to secure a building permit and diligently prosecute the commence construction of the Tenant Improvements provided that the Building has in Landlord's reasonable discretion reached the stage of construction where it is appropriate to commence construction of the Tenant Improvements in accordance with Tenant’s Plans, in compliance with applicable Laws, and using building standard material, subject to Landlord’s right, at its election, to itself construct the Restroom Improvements. All Tenant Improvements (other than, if applicable, the Restroom Improvements) shall be constructed by Tenant’s Contractor (and/or its subcontractors), and Premises. 4.2 Tenant shall be responsible for project management obtaining all governmental approvals to the full extent necessary for the construction and installation of the Tenant Improvements and for Tenant's occupancy of the Premises, in compliance with respect all applicable Regulations. Tenant shall employ a contractor or contractors, to be approved by Landlord in writing, to construct the Tenant Improvements in conformance with the approved Space Plan and Plans. The construction contracts between Tenant and the approved contractor shall be subject to Landlord's prior reasonable approval and shall provide for progress payments. The contractor(s) shall be duly licensed and Landlord's approval of the contractor(s) shall be conditioned, among other things, upon the contractor's reputation for quality of work, timeliness of performance, integrity and Landlord's prior experience with such contractor. 4.3 Landlord shall not be liable for any direct or indirect damages suffered by Tenant as a result of delays in construction beyond Landlord's reasonable control, including, but not limited to, delays due to strikes or unavailability of materials or labor, or delays caused by Tenant (including delays by the Space Planner, the contractor or anyone else performing services on behalf of Tenant). 4.4 All work to be performed on the Premises by Tenant or Tenant's contractor or agents shall be subject to the following conditions: (a) Such work shall proceed upon Landlord's written approval of Tenant's contractor, and public liability and property damage insurance carried by Tenant's contractor, and shall further be subject to the provisions of Paragraph 8 of the Lease. (b) All work shall be done in conformity with a valid building permit when required, a copy of which shall be furnished to Landlord before such work is commenced, and in any case, all such work shall be performed in a good and workmanlike and first-class manner, and in accordance with all applicable Regulations and the requirements and standards of any insurance underwriting board, inspection bureau or insurance carrier insuring the Premises pursuant to the Lease. Notwithstanding any failure by Landlord to object to any such work, Landlord shall have no responsibility for Tenant's failure to comply with all applicable Regulations. Tenant shall be responsible for ensuring that construction and installation of the Tenant Improvements will not affect the structural integrity of the Building. (c) If required by Landlord or any lender of Landlord, all work by Tenant or Tenant's contractor shall be done with union labor in accordance with all union labor agreements applicable to the trades being employed. (d) Landlord or Landlord's agents shall have the right to inspect the construction of the Tenant ImprovementsImprovements by Tenant during the progress thereof. During If Landlord shall give notice of faulty construction or any other deviation from the approved Space Plan or Plans, Tenant shall cause its contractor to make corrections promptly. However, neither the privilege herein granted to Landlord to make such inspections, nor the making of such inspections by Landlord, shall operate as a waiver of any right of Landlord to require good and workmanlike construction and improvements erected in accordance with the approved Space Plan or Plans. (e) Tenant shall cause its contractor to complete the Tenant Improvements as soon as reasonably possible. (f) Tenant's construction of the Tenant Improvements, Tenant and its contractors and subcontractors Improvements shall comply with the following: (i) the Tenant Improvements shall not interfere be constructed in strict accordance with the access to, use of, approved Space Plan or business conducted within any other portions of the Project by other tenants or occupants, Plans; (ii) Tenant's and its contractor shall use diligent efforts submit schedules of all work relating to coordinate the timing of work, deliveries and other construction matters with tenants or occupants Tenant Improvements to Landlord for Landlord's approval within fifteen (15) business days following the selection of the Project that could be adversely impacted contractor and the approval of the Plans. Landlord shall within five (5) business days after receipt thereof inform Tenant of any changes which are necessary and Tenant's contractor shall adhere to such corrected schedule; and (iii) Tenant shall abide by such workall rules made by Landlord with respect to the use of freight, deliveries loading dock, and construction mattersservice elevators, storage of materials, coordination of work with the contractors of other tenants, and any other matter in connection with this Improvement Agreement, including, without limitation, by scheduling work that would create noise, vibrations, dust or other similar annoyances to other tenants or occupants of the Project outside normal business hours, notwithstanding any additional cost (for overtime or otherwise) that Tenant may incur, (iii) shall clean and secure construction and staging areas daily, (iv) shall stage all construction and store all construction materials and equipment in a location designated by Landlord (in Landlord’s sole discretion) on the Project, and (v) shall otherwise abide by all rules and requirements established or imposed by Landlord relating to the performance of the Tenant Improvements, including rules relating to any required shutdown of utilities (including life-safety systems), storage of materials, and coordination of work with other tenant’s or occupant’s contractors. Tenant shall not be charged any construction management fee for Landlord’s review of Tenant’s Plans or any oversight of the construction of the Tenant Improvements. (g) Tenant or Tenant's contractor or agents shall arrange for necessary utility, hoisting and elevator service with Landlord's contractor and shall pay such reasonable charges for such services as may be charged by Tenant's or Landlord's contractor. (h) Tenant's entry to the Premises for any purpose, including, without limitation, inspection or performance of Tenant construction by Tenant's agents, prior to the date Tenant's obligation to pay rent commences shall be subject to all the terms and conditions of the Lease except the payment of Rent. Tenant's entry shall mean entry by Tenant, its officers, contractors, licensees, agents, servants, employees, guests, invitees, or visitors. (i) Tenant shall promptly reimburse Landlord upon demand for any reasonable expense actually incurred by the Landlord by reason of faulty work done by Tenant or its contractors or by reason of any delays caused by such work, or by reason of inadequate clean-up. (j) Tenant hereby indemnifies and holds Landlord harmless with respect to any and all costs, losses, damages, injuries and liabilities relating in any way to any act or omission of Tenant or Tenant's contractor or agents, or anyone directly or indirectly employed by any of them, in connection with the Tenant Improvements and any breach of Tenant's obligations under this Improvement Agreement, or in connection with Tenant's non-payment of any amount arising out of the Tenant Improvements. Such indemnity by Tenant, as set forth above, shall also apply with respect to any and all costs, losses, damages, injuries, and liabilities related in any way to Landlord's performance or any ministerial acts reasonably necessary (i) to permit Tenant to complete the Tenant Improvements, and (ii) to enable Tenant to obtain any building permit or certificate of occupancy for the Premises. (k) Tenant shall use its best efforts to contractually require its contractor and the subcontractors utilized by Tenant's contractor to guarantee to Tenant and for the benefit of Landlord that the portion of the Tenant Improvements for which it is responsible shall be free from any defects in workmanship and materials for a period of not less than one (1) year from the date of completion thereof. Pursuant to such guarantee, each of Tenant's contractor and the subcontractors utilized by Tenant's contractor shall be responsible for the replacement or repair, without additional charge, of all work done or furnished in accordance with its contract that shall become defective within one (1) year after the later to occur of (i) completion of the work performed by such contractor of subcontractors and (ii) the Term Commencement Date. The correction of such work shall include, without additional charge, all additional expenses and damages incurred in connection with such removal or replacement of all or any part of the Tenant Improvements, and/or the Building and/or common areas that may be damaged or disturbed thereby. Tenant shall use its best efforts to ensure that all such warranties or guarantees as to materials or workmanship of or with respect to the Tenant Improvements shall be contained in the construction contract or subcontract and shall be written such that such guarantees or warranties shall inure to the benefit of both Landlord and Tenant, as their repective interests may appear, and can be directly enforced by either. Tenant covenants to give to Landlord any assignment or other assurances which may be necessary to effect such rights of direct enforcement.

Construction of Tenant Improvements. After the A. Landlord and Ground Lessor (Tenant hereby approve Devcon Construction Incorporated as the contractor, which Landlord and Tenant shall retain under a mutually acceptable construction contract to be jointly administered by Landlord and Tenant. Landlord shall pay the contractor directly for all contractors' invoices in accordance with Paragraph 12 hereof) approve Tenant’s Plans and Tenant receives any necessary building permits, Tenant shall administer and diligently prosecute the construction contract specified herein. Upon Tenant's approval of the Plans including the estimate of the cost of the Tenant Improvements in accordance with Tenant’s Plansand Landlord's receipt of payment of any such estimated cost exceeding the amount of the Tenant Improvement Allowance, in compliance with applicable Laws, and using building standard material, subject to Landlord’s right, at its election, to itself construct the Restroom Improvements. All Tenant Improvements (other than, if applicable, the Restroom Improvements) shall be constructed by Tenant’s Contractor (and/or its subcontractors), Landlord and Tenant shall be responsible for project management with respect cause Devcon Construction Incorporated to proceed in secure a building permit and commence construction of the Tenant Improvements. During Improvements provided that Landlord and Tenant shall cooperate together in executing permit applications and performing other actions reasonably necessary to enable Landlord and Tenant to obtain any required permits or certificates of occupancy; and provided further that the Building has in Landlord's discretion reached the stage of construction where it is appropriate to commence construction of the Tenant Improvements, Tenant and its contractors and subcontractors (i) Improvements in the Premises. B. Without limiting the provisions of Paragraph 35 of the Lease Landlord shall not interfere with the access be liable for any direct or indirect damages suffered by Tenant as a result of delays in construction beyond Landlord's reasonable control, Including, but not limited to, use ofdelays due to strikes or unavailability of materials or labor, or business conducted within delays caused by Tenant (including delays by the Space Planner, the contractor or any other portions one else performing services on behalf of Landlord or Tenant). C. If any work is to be performed on the Project Premises solely by other tenants Tenant or occupantsTenant's contractor or agents: (1) Such work shall proceed upon Landlord's written approval (which consent shall not be unreasonably withheld, (iidelayed or conditioned) shall use diligent efforts to coordinate the timing of workTenant's contractor, deliveries public liability and other construction matters with tenants or occupants of the Project that could be adversely impacted property damage insurance carried by Tenant's contractor, and detailed plans and specifications for such work, deliveries shall be at Tenant's sole cost and construction mattersexpense and shall further be subject to the provisions of Paragraphs 12 and 27 of the Lease. (2) All work shall be done in conformity with a valid building permit when required, a copy of which shall be furnished to Landlord before such work is commenced, and in any case, all such work shall be performed in accordance with all applicable Regulations. Notwithstanding any failure by Landlord to object to any such work, Landlord shall have no responsibility for Tenant's failure to comply with all applicable Regulations. (3) If required by Landlord or any lender of Landlord all work by Tenant or Tenant's contractor or agents shall be done with union labor in accordance with all union labor agreements applicable to the trades being employed. (4) All work by Tenant or Tenant's contractor or agents shall be scheduled through Landlord. (5) Tenant or Tenant's contractor or agents shall arrange for necessary utility, hoisting and elevator service with Landlord's contractor and shall pay such reasonable charges for such services as may be charged by Tenant's or Landlord's contractor. (6) Tenant's entry to the Premises for any purpose, including, without limitation, inspection or performance of Tenant construction by scheduling work that would create noiseTenant's agents, vibrations, dust or other similar annoyances prior to other tenants or occupants the date Tenant's obligation to pay rent commences shall be subject to all the terms and conditions of the Project outside normal business hoursLease except the payment of Rent. Tenant's entry shall mean entry by Tenant, notwithstanding any additional cost its officers, contractors, licensees, agents, servants, employees, guests, invitees, or visitors. (for overtime or otherwise7) that Tenant may incur, (iii) shall clean and secure construction and staging areas daily, (iv) shall stage all construction and store all construction materials and equipment in a location designated by Landlord (in Landlord’s sole discretion) on the Project, and (v) shall otherwise abide by all rules and requirements established or imposed by Landlord relating to the performance of the Tenant Improvements, including rules relating to any required shutdown of utilities (including life-safety systems), storage of materials, and coordination of work with other tenant’s or occupant’s contractors. Tenant shall not be charged promptly reimburse Landlord upon demand for any construction management fee for Landlord’s review reasonable expense actually incurred by the Landlord by reason of Tenant’s Plans faulty work done by Tenant or its contractors or by reason of any oversight delays caused by such work, or by reason of the construction of the Tenant Improvementsinadequate, clean-up.

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

Construction of Tenant Improvements. After 4.1 Within ten (10) days after Tenant's and Landlord's approval of the Landlord Plans including the estimate of the cost of the Tenant Improvements and Ground Lessor (in accordance with Paragraph 12 hereof) approve Tenant’s Plans and Landlord's receipt of payment of any such estimated cost exceeding the amount of the Tenant receives any necessary building permitsImprovement Allowance, Tenant shall administer cause the contractor to proceed to secure a building permit and diligently prosecute the commence construction of the Tenant Improvements provided that the Building has in Landlord's reasonable discretion reached the stage of construction where it is appropriate to commence construction of the Tenant Improvements in accordance with Tenant’s Plans, in compliance with applicable Laws, and using building standard material, subject to Landlord’s right, at its election, to itself construct the Restroom Improvements. All Tenant Improvements (other than, if applicable, the Restroom Improvements) shall be constructed by Tenant’s Contractor (and/or its subcontractors), and Premises. 4.2 Tenant shall be responsible for project management with respect obtaining all governmental approvals to the full extent necessary for the construction and installation of the Tenant ImprovementsImprovements and for Tenant's occupancy of the Premises, in compliance with all applicable Regulations. During Tenant shall employ a contractor or contractors, to be approved by Landlord in writing, to construct the Tenant Improvements in conformance with the approved Space Plan and Plans. The construction contracts between Tenant and the approved contractor shall be subject to Landlord's prior reasonable approval and shall provide for progress payments. The contractor(s) shall be duly licensed and Landlord's approval of the contractor(s) shall be conditioned, among other things, upon the contractor's reputation for quality of work, timeliness of performance, integrity and Landlord's prior experience with such contractor. 4.3 Landlord shall not be liable for any direct or indirect damages suffered by Tenant as a result of delays in construction beyond Landlord's reasonable control, including, but not limited to, delays due to strikes or unavailability of materials or labor, or delays caused by Tenant (including delays by the Space Planner, the contractor or anyone else performing services on behalf of Tenant). 4.4 All work to be performed on the Premises by Tenant or Tenant's contractor or agents shall be subject to the following conditions: (a) Such work shall proceed upon Landlord's written approval of Tenant's contractor, and public liability and property damage insurance carried by Tenant's contractor, and shall further be subject to the provisions of Paragraph 8 of the Lease. (b) All work shall be done in conformity with a valid building permit when required, a copy of which shall be furnished to Landlord before such work is commenced, and in any case, all such work shall be performed in a good and workmanlike and first-class manner, and in accordance with all applicable Regulations and the requirements and standards of any insurance underwriting board, inspection bureau or insurance carrier insuring the Premises pursuant to the Lease. Notwithstanding any failure by Landlord to object to any such work, Landlord shall have no responsibility for Tenant's failure to comply with all applicable Regulations. Tenant shall be responsible for ensuring that construction and installation of the Tenant Improvements, Tenant and its contractors and subcontractors (i) shall Improvements will not interfere with affect the access to, use of, or business conducted within any other portions structural integrity of the Project by other tenants or occupants, (ii) shall use diligent efforts to coordinate the timing of work, deliveries and other construction matters with tenants or occupants of the Project that could be adversely impacted by such work, deliveries and construction matters, including, without limitation, by scheduling work that would create noise, vibrations, dust or other similar annoyances to other tenants or occupants of the Project outside normal business hours, notwithstanding any additional cost (for overtime or otherwise) that Tenant may incur, (iii) shall clean and secure construction and staging areas daily, (iv) shall stage all construction and store all construction materials and equipment in a location designated by Landlord (in Landlord’s sole discretion) on the Project, and (v) shall otherwise abide by all rules and requirements established or imposed by Landlord relating to the performance of the Tenant Improvements, including rules relating to any required shutdown of utilities (including life-safety systems), storage of materials, and coordination of work with other tenant’s or occupant’s contractors. Tenant shall not be charged any construction management fee for Landlord’s review of Tenant’s Plans or any oversight of the construction of the Tenant ImprovementsBuilding.

Construction of Tenant Improvements. After All building permit and municipal inspection fees payable with respect to the Landlord and Ground Lessor (Tenant Improvements installed by Tenant pursuant to Exhibit B shall be paid by Tenant in accordance with Paragraph 12 hereof) approve Exhibit B. All Tenant Improvements shall be and become the property of Landlord and shall be surrendered to Landlord upon termination of this Lease by lapse of time or otherwise, subject to Tenant’s Plans rights or Landlord’s requirements of removal with respect thereto in the same manner as provided in Section 5.07 hereof; provided, however, that: (i) Landlord shall be deemed an owner of the Tenant Improvements to the extent funded by the Landlord’s Contribution; and (ii) the Tenant receives Improvements and Alterations shall be sole property of Landlord following the expiration or earlier termination of this Lease without the necessity of any necessary building permitsadditional conveyance. The ownership interest of Tenant in the Tenant Improvements shall not be deemed to affect the allocation of insurance proceeds following damage or destruction or proceeds of any condemnation, which allocation shall be governed by the other provisions of this Lease. The foregoing notwithstanding, Tenant shall administer and diligently prosecute reimburse Landlord upon the construction of Tenant Improvements in accordance with Tenant’s Plans, in compliance with applicable Laws, and using building standard material, subject to Landlord’s right, at its election, to itself construct the Restroom Improvements. All Tenant Improvements (other than, if applicable, the Restroom Improvements) shall be constructed by Tenant’s Contractor (and/or its subcontractors), and Tenant shall be responsible for project management with respect to construction expiration or earlier termination of the Tenant Improvements. During construction Term of this Lease for the Tenant Improvementsreasonable cost of removing all telecommunications and data cabling installed in the Leased Premises by, Tenant and its contractors and subcontractors (i) shall not interfere with or for the access to, use of, or business conducted within any other portions of the Project by other tenants or occupants, (ii) shall use diligent efforts to coordinate the timing of work, deliveries and other construction matters with tenants or occupants of the Project that could be adversely impacted by such work, deliveries and construction matters, including, without limitation, by scheduling work that would create noise, vibrations, dust or other similar annoyances to other tenants or occupants of the Project outside normal business hours, notwithstanding any additional cost (for overtime or otherwise) Tenant that Tenant may incurfails to remove as required pursuant to Section 5.20. Although Tenant Improvements become the property of Landlord as herein provided, (iii) shall clean they are intended to be for the convenience of Tenant and secure construction and staging areas daily, (iv) shall stage all construction and store all construction materials and equipment in are not intended to be a location designated by Landlord (in Landlord’s sole discretion) on the Project, and (v) shall otherwise abide by all rules and requirements established or imposed by Landlord relating to the performance of the Tenant Improvements, including rules relating to any required shutdown of utilities (including life-safety systems), storage of materials, and coordination of work with other tenant’s or occupant’s contractors. Tenant shall not be charged any construction management fee substitute for Landlord’s review of Tenant’s Plans Rent or any oversight of the construction of the Tenant Improvementspart thereof.

Construction of Tenant Improvements. After a. As part of the Landlord and Ground Lessor (in accordance with Paragraph 12 hereof) approve Tenant’s Plans and Tenant receives any necessary building permits, Tenant shall administer and diligently prosecute cost of the construction of New Premises Tenant Improvements in accordance with Tenant’s Plans, in compliance with applicable Laws, and using building standard material, to be paid by Tenant (subject to Landlord’s rightcontribution of the Tenant Improvement Allowance as provided herein), at Landlord’s option, Tenant shall reimburse Landlord for costs of remedying deficient or faulty work or inadequate clean-up done by Tenant or Tenant’s Contractor(s) and trash/dumpster use (“Deficient Work”) (unless Tenant’s Contractor uses its electionown dumpster with Landlord’s consent, to itself construct the Restroom Improvements. All Tenant Improvements (other thanin which event, if applicable, the Restroom Improvements) trash removal shall be constructed provided by Tenant’s Contractor (and/or its subcontractors), and Contractor; provided that in all events Tenant shall be responsible for project management with respect to construction of removing its own trash from the Tenant Improvements. During construction of the Tenant Improvements, Tenant and its contractors and subcontractors (i) shall not interfere with the access to, use of, or business conducted within any other portions of the Project by other tenants or occupants, (ii) shall use diligent efforts to coordinate the timing of work, deliveries and other construction matters with tenants or occupants of the Project that could be adversely impacted by such work, deliveries and construction matters, including, without limitation, by scheduling work that would create noise, vibrations, dust or other similar annoyances to other tenants or occupants of the Project outside normal business hours, notwithstanding any additional cost (for overtime or otherwise) that Tenant may incur, (iii) shall clean and secure construction and staging areas daily, (iv) shall stage all construction and store all construction materials and equipment in a location designated by Landlord (in Landlord’s sole discretion) on the Project, and (v) shall otherwise abide by all rules and requirements established or imposed by Landlord relating New Premises to the performance of the appropriate dumpster in connection with any construction or installation by Tenant Improvements, including rules relating to any required shutdown of utilities (including life-safety systemsor its agents), storage of materialsprovided, and coordination of work however, Landlord shall first provide Tenant with other tenant’s or occupant’s contractorsprior written notice affording Tenant ten (10) days within which to remedy any such Deficient Work. Tenant shall not be charged for use of construction electricity. b. Landlord or its designated agent shall be afforded an opportunity to supervise all New Premises Tenant Improvements at its expense except as set forth in Section 11 of this Work Letter. c. Except to the extent caused or contributed to by Landlord, Landlord shall not be liable for, and Tenant waives all claims against Landlord for, any construction management fee for Landlord’s review defaults of the Tenant’s Plans or any oversight of the Contractor and all subcontractors and suppliers relating to construction of the New Premises Tenant Improvements. In the event of any such default, Tenant shall look solely to Tenant’s Contractor or the subcontractors or suppliers. d. Tenant shall repair any damage to the Building (including the premises of other tenants), or to the property of Landlord or other tenants, and shall indemnify, defend, protect and hold the Landlord and Landlord’s agents harmless from any and all liabilities, obligations, damages, penalties, claims, costs, charges and expenses (including, without limitation, reasonable attorney’s fees) to the extent such claim arises from the negligence of Tenant, its employees, agents (including without limitation Tenant’s Contractor) in the design of the New Premises Tenant Improvements and the process of construction of the New Premises Tenant Improvements. e. All of the New Premises Tenant Improvements shall be (1) completed substantially in accordance with the approved Construction Plans; (2) completed in accordance with all Laws and applicable governmental requirements; (3) carried out promptly in a good and workmanlike manner; (4) of all new materials, unless Landlord agrees otherwise in writing; and (5) free of defect in materials and workmanship. f. Tenant’s Contractor and all subcontractors shall abide by the Landlord’s reasonable construction rules that are provided to Tenant in writing. g. Tenant shall obtain all necessary occupancy permits with respect to the New Premises and shall provide duplicate copies thereof to Landlord. Tenant shall not occupy all or any portion of the New Premises prior to obtaining all necessary occupancy permits for such occupancy and having complied with the insurance requirements of the Lease applicable to the New Premises Extension Term.

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

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

Construction of Tenant Improvements. After Landlord shall, via the Landlord General Contractor, obtain all state and Ground Lessor local licenses, permits and approvals (in accordance with Paragraph 12 hereofwhether governmental or non-governmental) approve required to construct the Tenant Improvements and for Tenant’s Plans occupancy of the Expansion Space. Landlord shall provide access to the General Contractor for Construction of the Tenant Improvements and to the extent such access requires entry through space occupied by other tenants, Landlord shall provide for such access at its sole cost and expense. The Landlord shall engage, subject to Tenant’s reasonable approval, a general contractor to construct the Tenant receives any necessary building permits, Tenant Improvements (the “General Contractor”). The General Contractor shall administer construct and diligently prosecute install the construction of Tenant Improvements in accordance with the Plans which expense shall be deducted from the Upfit Allowance. The Tenant Improvements shall be delivered via Associated General Contractors (AGC) Guaranteed Maximum Price Contract (the “Contract”) with Liquidated Damages of $500.00 per day, and a payment and performance bond. Any Liquidated Damages (less cost of collection) paid to Landlord shall accrue to the Tenant’s Plans; provided, however, any paid Liquidated Damages for any Tenant Delay shall accrue to Landlord. The General Contractor shall obtain at least three (3) bids for all major trade work at the Expansion Space. Landlord will work with the General Contractor to complete the Tenant Improvements by the Commencement Date. All contracts with vendors and subcontractors for construction of the Tenant Improvements will be negotiated by the General Contractor. All work performed in connection with the construction of the Expansion Space shall be performed in a good and workmanlike manner, in accordance with all Applicable Laws and the final approved Plans. If materials are not readily available, require quick ship charges, or require substitution, the Tenant will be given notice and the opportunity to select alternate materials. Landlord shall insure that the Architect conducts a periodic review (a minimum of once every two weeks) of the progress of construction to ensure compliance with applicable Laws, and using building standard materialthe Plans. Tenant may from time to time request in writing changes to the Plans (a “Change Order”), subject to Landlord’s rightconsent, at its election, which shall not be unreasonably withheld. Landlord shall cause Contractor to itself construct provide an estimate of any change in the Restroom ImprovementsConstruction Cost and/or Schedule. All Tenant Improvements shall have the right to elect whether or not to proceed with the Change Order within five (other than, if applicable, the Restroom Improvements5) shall be constructed business days after receipt of such estimate. Upon such approval by Tenant’s Contractor (, or confirmation by Landlord that the Change Order will not result in any change in cost and/or its subcontractors)Schedule, and Tenant Landlord shall be responsible for project management with respect to construction implement the Change Order as part of the Tenant Improvements. During construction Landlord acknowledges that Tenant may hire the General Contractor and/or any subcontractors to perform other work items (in accordance with the terms and conditions of the Lease) within the original Premises concurrently with the Tenant Improvements, provided such work does not require changes to the Schedule. Tenant and its contractors and subcontractors acknowledges that the following items may result in changes to the Budget and/or Schedule: (i) shall not interfere with Municipal or other governmental inspectors require changes to the access toExpansion Space such as code compliance changes. In such event, use of, or business conducted within any other portions Landlord will notify Tenant of the Project by other tenants or occupantsrequired changes, but the increased cost of such changes, if any, and any delay associated with such changes shall be the responsibility of Tenant. (ii) Change Orders approved by Tenant. Any increased costs and delays due to such approved Change Orders shall use diligent efforts to coordinate be the timing responsibility of work, deliveries and other construction matters with tenants or occupants Tenant. Any delays caused by such approved Change Orders shall not delay the Commencement Date of the Project that could be adversely impacted by such work, deliveries Lease. Landlord shall not charge Tenant any administrative fees in respect of any Change Orders. Tenant shall have five (5) business days to review and construction matters, including, without limitation, by scheduling work that would create noise, vibrations, dust or other similar annoyances to other tenants or occupants of the Project outside normal business hours, notwithstanding approve all Change Orders and any additional cost (for overtime or otherwise) that review time by Tenant may incur, shall be a Tenant Delay. (iii) If materials are not readily available, require quick ship charges, or require substitution, provided Landlord shall clean identify any such materials within ten (10) days of final approval of the Plans, and secure construction in any such case, Tenant will be given notice and staging areas daily, the opportunity to select alternate materials. (iv) shall stage all construction and store all construction materials and equipment in a location designated by Landlord (in Landlord’s sole discretion) on the Project, and (v) shall otherwise abide by all rules and requirements established or imposed by Landlord relating to the performance of the Any Tenant Improvements, including rules relating to any required shutdown of utilities (including life-safety systems), storage of materials, and coordination of work with other tenant’s or occupant’s contractors. Tenant shall not be charged any construction management fee for Landlord’s review of Tenant’s Plans or any oversight of the construction of the Tenant ImprovementsDelay.

Construction of Tenant Improvements. After (a) Tenant shall, at Tenant’s expense, submit to Landlord final and 100% complete dimensioned and detailed plans and drawings of partition layouts (including openings), ceiling and lighting layouts, colors, mechanical and electrical circuitry plans and any and all other information as may be reasonably necessary to complete the Landlord and Ground Lessor construction of the Tenant Improvements (in accordance with Paragraph 12 hereof) approve such plans are collectively referred to herein as “Tenant’s Plans”). Tenant shall submit Tenant’s Plans to Landlord in form, quality and Tenant receives any necessary quantity acceptable for the purposes of filing for a building permitspermit with the Building Department of the City of Stamford, Tenant and such plans shall administer be signed and diligently prosecute sealed by an architect licensed in the construction State of Tenant Improvements in accordance Connecticut. Tenant’s Plans shall comply with Applicable Laws. Prior to Tenant’s submission to Landlord of Tenant’s Plans, in compliance with applicable Laws, and using building standard material, subject to Landlord’s right, at its election, to itself construct the Restroom Improvements. All Tenant Improvements (other than, if applicable, the Restroom Improvements) shall be constructed by Tenant’s Contractor (and/or its subcontractors), and Tenant shall be responsible permitted to file schematic and/or progress prints of such plans and specifications for project management all or any portion of the Tenant Improvements for Landlord’s review and approval. (b) Within ten (10) Business Days after receipt of the complete Tenant’s Plans (which plans shall be accompanied with respect a notice stating in bold face all-capitals 12-point type “FAILURE OF LANDLORD TO DISAPPROVE THESE PLANS AND SPECIFICATIONS WITHIN TEN (10) BUSINESS DAYS AFTER RECEIPT SHALL BE DEEMED APPROVAL”), Landlord shall notify Tenant in writing whether Landlord approves or disapproves the Tenant’s Plans, and Landlord shall describe the reasons for any such disapproval. If Landlord fails to so notify Tenant within such ten (10) Business Day period, then Landlord shall be deemed to have approved the Tenant’s Plans. Tenant may submit to Landlord revised Tenant’s Plans for Landlord’s prior written approval, and within five (5) Business Days after receipt of the complete revised Tenant’s Plans, Landlord shall notify Tenant in writing whether Landlord approves or disapproves such revised Tenant’s Plans, and Landlord shall describe the reasons for any such disapproval. If Landlord fails to so notify Tenant within such five (5) Business Day period, then Landlord shall be deemed to have approved such revised Tenant’s Plans. This procedure shall be repeated until Tenant’s Plans are finally approved (or deemed approved) by Landlord. If Landlord shall have approved any progress prints pursuant to subsection 22.2(a), Landlord shall not disapprove any Tenant’s Plans on the basis of any matters in such plans that are substantially in conformity with those matters previously approved by Landlord in the progress prints. Tenant’s Plans shall comply with and conform to the plans and specifications of the Building and comply with all the rules, regulations and/or other requirements of any governmental department having jurisdiction over the construction of the Tenant Improvements. During construction of the Tenant Improvements, Tenant and its contractors and subcontractors (i) shall not interfere with the access to, use of, or business conducted within any other portions of the Project by other tenants or occupants, (ii) shall use diligent efforts to coordinate the timing of work, deliveries and other construction matters with tenants or occupants of the Project that could be adversely impacted by such work, deliveries and construction matters, including, without limitation, by scheduling work that would create noise, vibrations, dust or other similar annoyances to other tenants or occupants of the Project outside normal business hours, notwithstanding any additional cost (for overtime or otherwise) that Tenant may incur, (iii) shall clean and secure construction and staging areas daily, (iv) shall stage all construction and store all construction materials and equipment in a location designated by Landlord (in Landlord’s sole discretion) on the Project, and (v) shall otherwise abide by all rules and requirements established or imposed by Landlord relating to the performance of the Tenant Improvements, including rules relating to any required shutdown of utilities (including life-safety systems), storage of materials, and coordination of work with other tenant’s or occupant’s contractorsBuilding. Tenant shall not be charged any construction management fee for prepare Tenant’s Plans in accordance with pre-existing conditions and field measurements. Landlord’s review of Tenant’s Plans is solely to protect the interests of Landlord in the Building, and Landlord shall be neither the guarantor of, nor responsible for, the correctness or accuracy of Tenant’s Plans or the compliance of Tenant’s Plans with Applicable Laws. At the time of, and in conjunction with, Landlord’s approval of Tenant’s Plans pursuant to this subsection, Landlord shall give notice to Tenant as to which parts of the Tenant Improvements shall constitute Nonstandard Improvements and, therefore, must either be removed by Tenant at the expiration or earlier termination of this Lease or, at Tenant’s option, abandoned in place by Tenant in which case Tenant shall pay Landlord’s reasonable excess demolition cost resulting from such abandonment. (As to any oversight of Tenant’s Plans deemed approved by Landlord, Landlord must provide such notice before the date such Tenant’s Plans are deemed so approved.) If Tenant does not provide Landlord with notice that Tenant disputes such determination of which parts of the Tenant Improvements constitute Nonstandard Improvements within ten (10) Business Days of Tenant’s receipt of Landlord’s notice, then Landlord’s determination shall be conclusive. If Tenant shall provide such notice and the parties are unable to agree as to which parts of the Tenant Improvements constitute Nonstandard Improvements, then the determination as to the Tenant Improvements in dispute shall be made by the Arbitrator. (c) Upon Landlord providing access on the Substantial Completion Date to Tenant to the entire Premises to commence Tenant Improvements, Tenant shall, at its sole cost, risk and expense, cause to be constructed and completed Tenant Improvements. Tenant shall, only after having obtained Landlord’s written approval (or deemed approval) of the Tenant’s Plans as provided in Section 22.2(b), and at its sole cost and expense, be responsible for obtaining all governmental permits as shall be required for the completion of Tenant Improvements, or, if Landlord or Tenant shall deem the same reasonably advisable (or the applicable governmental authority shall so require), Landlord may procure such permits and Tenant shall pay for same. Landlord shall reasonably and timely cooperate with Tenant in connection with obtaining necessary permits for the Tenant Improvements and other Alterations. Tenant shall reimburse Landlord, within thirty (30) days after demand therefor (together with reasonable backup documentation), for all reasonable and actual out of pocket, third party costs and expenses reasonably incurred by Landlord in connection with Landlord’s cooperation in obtaining such permits and changes. Any entry by Tenant in or on the Premises shall be at Tenant’s sole risk and, upon request of Landlord, Tenant shall pay for insurance in amounts that satisfy the requirements of the Lease. (d) Tenant’s general contractor, construction manager and subcontractors shall be subject to Landlord’s prior written approval as provided in Article 9, which approval shall not be unreasonably conditioned or delayed, but may be withheld in Landlord’s sole discretion. At Tenant’s request, Landlord shall provide Tenant with a list of approved, independent contractors. Tenant shall not be required to use contractors designated by Landlord, except for work which affects the Base Building Systems or the Structural Elements. (e) In the event Tenant or Tenant’s contractor shall enter upon the Premises for the purpose of performing Tenant Improvements, in accordance with this Lease, Tenant shall, in accordance with Section 20.1, indemnify and save Landlord (and Landlord’s employees, contractors, agents and Mortgagees) free and harmless from and against any and all claims to the extent arising from or out of any entry thereon or the performance of said work and from and against any and all claims to the extent arising from or claimed to arise from any act or neglect of Tenant or Tenant’s Representatives or to the extent arising from any failure to act, or to the extent arising from any other reason whatsoever arising out of said entry or such work. To the extent practicable, Landlord shall permit Tenant to enter upon certain designated portions of the Premises prior to the Commencement Date for purposes of delivering construction materials pertaining to the Tenant Improvements, taking measurements or otherwise reasonably preparing the Premises for the construction of the Tenant Improvements. (f) Tenant, at its expense, and with diligence and dispatch, shall procure the cancellation or discharge of all notices of violation arising from or otherwise connected with Tenant Improvements which shall be issued by any public authority having or asserting jurisdiction. Landlord does not consent to be liable for any improvements or alterations made to the Premises by Tenant, its employees, agents or contractors. Tenant shall, in accordance with Section 20.1, defend, indemnify, and save harmless Landlord against any and all mechanics and other liens in connection with Tenant Improvements, including but not limited to the liens of any conditional sale of, or chattel mortgages upon, any materials, fixtures, or articles so installed in and constituting part of the Premises and against all costs, counsel fees, fines, expenses and liabilities reasonably incurred in connection with any such lien, conditional sale or chattel mortgage or any action or proceeding brought thereon. Landlord shall not be obligated to pay for any materials or labor ordered by Tenant. (g) Tenant, at its expense, shall procure the satisfaction or discharge, by bonding, payment, deposit, court order or otherwise, of all such mechanics and other liens within 60 days after notice to Tenant from Landlord of the filing of such lien against the Property. If Tenant shall fail to cause such lien to be discharged within the period aforesaid, then, in addition to any other right or remedy, 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 or by bonding proceedings. Any amount so paid by Landlord and all reasonable, out-of-pocket costs and expenses incurred by Landlord, in connection therewith shall constitute Additional Rent payable by Tenant under this Lease and shall be paid by Tenant to Landlord within thirty (30) days following written demand. (h) Landlord shall not be entitled to a fee for supervision or overhead expenses in connection with the Tenant Improvements. Tenant shall be responsible for all reasonable third party costs, not to exceed $15,000 in the aggregate, incurred by Landlord for the performance of review of the Tenant Improvements by third party professionals.

Construction of Tenant Improvements. After 5.1 Within ten (10) days after Subtenant's, Sublandlord's and Landlord's approval of the Landlord and Ground Lessor (in accordance with Paragraph 12 hereof) approve Tenant’s Plans and the estimated costs of the Tenant receives any necessary Improvements, Subtenant shall cause the contractor to proceed to secure a building permits, Tenant shall administer permit and diligently prosecute the construction of Tenant Improvements in accordance with Tenant’s Plans, in compliance with applicable Laws, and using building standard material, subject to Landlord’s right, at its election, to itself construct the Restroom Improvements. All Tenant Improvements (other than, if applicable, the Restroom Improvements) shall be constructed by Tenant’s Contractor (and/or its subcontractors), and Tenant shall be responsible for project management with respect to commence construction of the Tenant Improvements. 5.2 Subtenant shall be responsible for obtaining all governmental approvals to the full extent necessary for the construction and installation of the Tenant Improvements and for Subtenant's occupancy of the Sublease Premises, in compliance with all applicable Regulations. During Subtenant shall employ Reno Contractors as the contractor or such other contractor or contractors as shall be reasonably approved by Landlord in writing to construct the Tenant Improvements in conformance with the approved Space Plan and Plans. The construction contracts between Subtenant and the approved contractor shall be subject to Landlord's prior reasonable approval and shall provide for progress payments. The contractor(s) shall be duly licensed and Landlord's approval of the contractor(s) shall be conditioned, among other things, upon the contractor's reputation for quality of work, timeliness of performance and integrity. 5.3 Sublandlord and Landlord shall not be liable for any direct or indirect damages suffered by Subtenant as a result of delays in construction beyond Landlord's and Sublandlord's reasonable control, including, but not limited to, delays due to strikes or unavailability of materials or labor, or delays caused by Subtenant (including delays by the Space Planner, the contractor or anyone else performing services on behalf of Landlord or Subtenant). 5.4 All work to be performed on the Sublease Premises by Subtenant or Subtenant's contractor or agents shall be subject to the following conditions: (a) Such work shall proceed upon Landlord's written approval of Subtenant's contractor, and public liability and property damage insurance carried by Subtenant's contractor, and shall further be subject to the provisions of Paragraphs 12 and 27 of the Master Lease. (b) All work shall be done in conformity with a valid building permit when required, a copy of which shall be furnished to Sublandlord and Landlord before such work is commenced, and in any case, all such work shall be performed in a good and workmanlike and first-class manner, and in accordance with all applicable Regulations and the requirements and standards of any insurance underwriting board, inspection bureau or insurance carrier insuring the Sublease Premises pursuant to the Sublease. Notwithstanding any failure by Sublandlord or Landlord to object to any such work, neither Sublandlord nor Landlord shall have any responsibility for Subtenant's failure to comply with all applicable Regulations. Subtenant shall be responsible for ensuring that construction and installation of the Tenant Improvements will not affect the structural integrity of the Building. (c) Landlord or Landlord's agents shall have the right to inspect the construction of the Tenant ImprovementsImprovements by Subtenant during the progress thereof. If Landlord shall give notice of faulty construction or any other deviation from the approved Space Plan or Plans, Subtenant shall cause its contractor to make corrections promptly. However, neither the privilege herein granted to Landlord to make such inspections, nor the making of such inspections by Landlord, shall operate as a waiver of any right of Landlord to require good and workmanlike construction and improvements erected in accordance with the approved Space Plan or Plans. (d) Subtenant shall cause its contractor to complete the Tenant and its contractors and subcontractors Improvements as soon as reasonably possible. (e) Subtenant's construction of the Tenant Improvements shall comply with the following: (i) the Tenant Improvements shall not interfere be constructed in strict accordance with the access to, use of, approved Space Plan or business conducted within any other portions of the Project by other tenants or occupants, Plans; (ii) Subtenant and its contractor shall use diligent efforts submit schedules of all work relating to coordinate the timing of work, deliveries and other construction matters with tenants or occupants Tenant Improvements to Landlord for Landlord's approval within two (2) business days following the later to occur of the Project that could be adversely impacted selection of the contractor and the approval of the Plans. Landlord shall within three (3) business days after receipt thereof inform Subtenant of any changes which are necessary and Subtenant's contractor shall adhere to such corrected schedule; and (iii) Subtenant shall abide by such workall reasonable rules made by Landlord with respect to the use of freight, deliveries loading dock, and construction mattersservice elevators, storage of materials, coordination of work with the contractors of other tenants, and any other matter in connection with this Work Letter, including, without limitation, by scheduling work that would create noise, vibrations, dust or other similar annoyances to other tenants or occupants of the Project outside normal business hours, notwithstanding any additional cost (for overtime or otherwise) that Tenant may incur, (iii) shall clean and secure construction and staging areas daily, (iv) shall stage all construction and store all construction materials and equipment in a location designated by Landlord (in Landlord’s sole discretion) on the Project, and (v) shall otherwise abide by all rules and requirements established or imposed by Landlord relating to the performance of the Tenant Improvements, including rules relating to any required shutdown of utilities (including life-safety systems), storage of materials, and coordination of work with other tenant’s or occupant’s contractors. Tenant shall not be charged any construction management fee for Landlord’s review of Tenant’s Plans or any oversight of the construction of the Tenant Improvements. (f) Subtenant or Subtenant's contractor or agents shall arrange for necessary utility, hoisting and elevator service with Landlord's contractor and shall pay such reasonable charges for such services as may be charged by Subtenant's or Landlord's contractor. (g) Subtenant's entry to the Sublease Premises for any purpose, including, without limitation, inspection or performance of Subtenant construction by Subtenant's agents, prior to the date Subtenant's obligation to pay Rent commences shall be subject to all the terms and conditions of the Sublease except the payment of Rent. Subtenant's entry shall mean entry by Subtenant, its officers, contractors, licensees, agents, servants, employees, guests, invitees, or visitors. Landlord and Sublandlord shall have the right to post the appropriate notices of non-responsibility and to require Subtenant to provide Landlord and Sublandlord with evidence that Subtenant has fulfilled its obligation to provide insurance pursuant to the Sublease. (h) Subtenant shall promptly reimburse Landlord upon demand for any reasonable expense actually incurred by Landlord by reason of faulty work done by Subtenant or its contractors or by reason of inadequate clean-up. (i) Subtenant hereby indemnifies and holds Sublandlord and Landlord harmless with respect to any and all costs, losses, damages, injuries and liabilities relating in any way to any act or omission of Subtenant or Subtenant's contractor or agents, or anyone directly or indirectly employed by any of them, in connection with the Tenant Improvements and any breach of Subtenant's obligations under this Work Letter, or in connection with Subtenant's non-payment of any amount arising out of the Tenant Improvements. Such indemnity by Subtenant, as set forth above, shall also apply with respect to any and all costs, losses, damages, injuries, and liabilities related in any way to Sublandlord's and Landlord's performance of any ministerial acts reasonably necessary (i) to permit Subtenant to complete the Tenant Improvements, and (ii) to enable Subtenant to obtain any building permit or certificate of occupancy for the Sublease Premises, except to the extent Landlord's actions are associated with completing the Building shell or core. (j) Subtenant's contractor and the subcontractors utilized by Subtenant's contractor shall guarantee to Subtenant and for the benefit of Sublandlord and Landlord that the portion of the Tenant Improvements for which it is responsible shall be free from any defects in workmanship and materials for a period of not less than one (1) year from the date of completion thereof. Each of Subtenant's contractor and the subcontractors utilized by Subtenant's contractor shall be responsible for the replacement or repair, without additional charge, of all work done or furnished in accordance with its contract that shall become defective within one (1) year after the later to occur of (i) completion of the work performed by such contractor of subcontractors and (ii) the Sublease Commencement Date. The correction of such work shall include, without additional charge, all additional expenses and damages incurred in connection with such removal or replacement of all or any part of the Tenant Improvements, and/or the Building and/or common areas that may be damaged or disturbed thereby. All such warranties or guarantees as to materials or workmanship of or with respect to the Tenant Improvements shall be contained in the construction contract or subcontract and shall be written such that such guarantees or warranties shall inure to the benefit of Sublandlord, Landlord and Subtenant, as their respective interests may appear, and can be directly enforced by any of the parties. Subtenant covenants to give to Landlord and Sublandlord any assignment or other assurances which may be reasonably necessary to effect such rights of direct enforcement. (k) Commencing upon the execution of the Sublease, Subtenant shall hold weekly meetings at a reasonable time with the Space Planner and the contractor regarding the progress of the preparation of the Plans and the construction of the Tenant Improvements, which meetings shall be held at a location designated by Subtenant, and Landlord and/or its agents shall receive prior notice of, and shall have the right to attend, all such meetings, and upon Landlord's advance request, certain of Subtenant's contractors shall attend such meetings.

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

Construction of Tenant Improvements. After (a) Tenant has personally inspected the Leased Premises and accepts the same “AS IS” without representation or warranty by Landlord of any kind except as specifically provided in this Lease and Ground Lessor with the understanding that Landlord shall have no responsibility with respect thereto except to construct in a good and workmanlike manner the improvements described in the scope of work attached hereto as Exhibit B and made a part hereof (the “Tenant Improvements”) at Landlord’s sole cost and expense. Landlord shall cause construction drawings of the Tenant Improvements to be prepared at Landlord’s cost. Tenant shall review and approve such plans in accordance with Paragraph 12 hereofthe proposed construction schedule given Tenant by Landlord, a copy of which is attached hereto as Exhibit B-1. (b) approve Landlord shall provide Tenant with a proposed schedule for the construction and installation of the Tenant Improvements and shall notify Tenant of any material changes to said schedule. Tenant agrees to coordinate with Landlord regarding the installation of Tenant’s Plans phone and Tenant receives data wiring and any necessary building permitsother trade related fixtures that will need to be installed in the Leased Premises prior to Substantial Completion. In addition, if and to the extent permitted by applicable laws, rules and ordinances, Tenant shall administer have the right to enter the Leased Premises for thirty (30) days prior to the scheduled date for Substantial Completion (as may be modified from time to time) in order to install fixtures (such as racking) and diligently prosecute otherwise prepare the Leased Premises for occupancy (which right shall expressly exclude making any structural modifications). Landlord shall not require Tenant to pay Landlord a construction deposit or provide Landlord with a performance or similar bond for the installations being done by Tenant prior to the Commencement Date. During any entry prior to the Commencement Date (i) Tenant shall comply with all terms and conditions of this Lease other than the obligation to pay rent, (ii) Tenant Improvements in accordance shall not interfere with Tenant’s Plans, in compliance with applicable Laws, and using building standard material, subject to Landlord’s rightcompletion of the Tenant Improvements, at (iii) Tenant shall cause its election, personnel and contractors to itself construct comply with the Restroom Improvements. All terms and conditions of Landlord’s rules of conduct (which Landlord agrees to furnish to Tenant Improvements (other than, if applicable, the Restroom Improvements) shall be constructed by Tenant’s Contractor (and/or its subcontractorsupon request), and (iv) Tenant shall not begin operation of its business. Tenant acknowledges that Tenant shall be responsible for project management with respect obtaining all applicable permits and inspections relating to any such entry by Tenant. (c) For purposes of this Lease (i) “Substantial Completion” (or any grammatical variation thereof) shall mean completion of construction of the Tenant Improvements. During construction Improvements based on an open warehouse floor plan, subject only to punchlist items to be identified by Landlord and Tenant in a joint inspection of the Leased Premises prior to Tenant’s occupancy, the completion of which will not materially affect Tenant’s use and occupancy of, or ability to obtain an occupancy permit for the Leased Premises (Tenant acknowledging, however, that even if Landlord has Substantially Completed the Tenant Improvements, Tenant and its contractors and subcontractors (i) shall Landlord may not interfere with be able to obtain an occupancy permit for the access to, use of, or business conducted within any other portions Leased Premises because of the Project need for completion of all or a portion of improvements being installed in the Leased Premises directly by other tenants or occupantsTenant, and Tenant assumes all responsibility for all inspections required after Tenant’s racking system is installed), and (ii) “Tenant Delay” shall use diligent efforts to coordinate mean any delay in the timing of work, deliveries and other construction matters with tenants or occupants completion of the Project that could be adversely impacted by such work, deliveries and construction mattersTenant Improvements attributable to Tenant, including, without limitation, (A) Tenant’s failure to meet any time deadlines specified herein or in the proposed schedule given to Tenant by scheduling work that would create noise, vibrations, dust or other similar annoyances to other tenants or occupants of the Project outside normal business hours, notwithstanding any additional cost (for overtime or otherwise) that Tenant may incurLandlord, (iiiB) shall clean and secure construction and staging areas dailyChange Orders, (ivC) shall stage all construction and store all construction materials and equipment Tenant’s requirements for special work or materials, finishes or installations other than Building standard, (D) the performance of any other work in a location designated the Leased Premises by Landlord (any person, firm or corporation employed by or on behalf of Tenant, or any failure to complete or delay in Landlord’s sole discretion) on the Projectcompletion of such work, and (vE) shall otherwise abide by all rules and requirements established any other act or imposed by Landlord relating to the performance of the Tenant Improvements, including rules relating to any required shutdown of utilities (including life-safety systems), storage of materials, and coordination of work with other tenant’s or occupant’s contractors. Tenant shall not be charged any construction management fee for Landlord’s review omission of Tenant’s Plans . Landlord shall complete any punchlist items within thirty (30) days after the Commencement Date or such later date as may be required for any oversight of the construction of the Tenant Improvementsspecific punchlist item.

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