Common use of Initial Construction Clause in Contracts

Initial Construction. Attached hereto are plans showing proposed modifications to Premises. Within 20 days of execution of the Lease, Landlord will prepare construction drawings and specifications for such modifications containing such details as dimensions, partition plans, dimensioned electrical and telephone outlet plans, modified reflected ceiling plans, room finish schedule, including wall, carpet, floor tile, and VCT colors, and other necessary construction details and specifications for the completion of such work, all in a manner reasonably acceptable to Tenant. Space planning, construction drawings, and specifications shall be provided by Landlord to Tenant a no cost to Tenant. All construction of modifications to Tenant's Premises will be accomplished by Tenant's contractor, which contractor shall furnish to Landlord evidence of insurance as follows: General Liability and Property Damage - $2,000,000 Aggregate, $2,000,000 per Occurrence; Workmens Compensation, and an Owners and Contractors Protective Liability Policy in the amount of $1,000,000 naming the owner and The Guti▇▇▇▇▇ ▇▇▇pany as insureds. In addition, in Tenant's construction contract, Tenant shall insure that the contract holds Landlord and The Guti▇▇▇▇▇ ▇▇▇pany harmless, and that Landlord and The Guti▇▇▇▇▇ ▇▇▇pany are additional named insureds on all of Tenant's insurance policies. It shall be Tenant's contractor's responsibility to obtain the building permit for said modifications to Premises. It shall be Tenant's responsibility to insure that all Tenant's general contractors subcontractors and materialmen are paid in full, and if a lien is placed upon the Building by any such contractor, subcontractor, materialmen, or other, to promptly remove such lien or provide a bond reasonably satisfactory to Landlord and Landlord's mortgagee to insure that such lien will be paid in full while contesting such lien. Landlord shall permit Tenant and Tenant's contractor access for construction of modifications to Tenant's premises promptly after execution hereof. All changes and additions shall be part of the Building, except such items as by writing at the time of approval the parties agree either shall be removed by Tenant on termination of this Lease, or shall be removed or left at Tenant's election.

Initial Construction. Attached Landlord shall fully construct the base Building in accordance with the preliminary base building plans, including, without limitation, floor plans, elevations and site plan(s) (collectively, the "PBBP") and Base Building Outline Specifications attached hereto as Exhibits B-1 and B-2, respectively (all of such work being collectively referred to as the "Landlord's Work"). In the event of differences between the PBBP or the Landlord's Plans (as hereinafter defined) and the Base Building Outline Specifications, the Base Building Outline Specifications shall govern and control until the Landlord's Plans (as hereinafter defined) are prepared. A complete set of final base Building plans showing proposed modifications to Premises. Within 20 days of execution of the Lease, Landlord will prepare and construction drawings and specifications for specifications, such modifications containing such details as dimensions, partition plans, dimensioned electrical and telephone outlet plans, modified reflected ceiling plans, room finish schedule, including wall, carpet, floor tile, and VCT colors, and other necessary construction details drawings and specifications for to include a detail schedule of core base Building finish items such as, but not limited to, carpets, doors, hardware, ceiling grids/tiles, lavatory fixtures, light fixtures, window blinds, lobby finishes and paint/wall coverings (collectively, the completion of such work, all in a manner reasonably acceptable to Tenant. Space planning, construction drawings, and specifications "Landlord's Plans") shall be provided prepared by Landlord, at its sole cost and expense. Landlord and Tenant agree to Tenant a no cost to Tenant. All construction of modifications to Tenantwork together with Landlord's Premises will be accomplished by Tenant's contractorarchitect, which contractor shall furnish to Landlord evidence of insurance as follows: General Liability Symmes Maini and Property Damage - $2,000,000 Aggregate, $2,000,000 per Occurrence; Workmens Compensation, and an Owners and Contractors Protective Liability Policy in the amount of $1,000,000 naming the owner and The Guti▇▇▇▇McKe▇ ▇▇▇pany as insuredsociates, Inc. in order to achieve a design that meets the standard set forth below. In additionFurthermore, in TenantLandlord agrees to use good faith and diligent efforts to deliver the Landlord's construction contractPlans to Tenant on or before May 1, 2000. Upon receipt, Tenant shall insure have seven (7) business days to comment upon the Landlord's Plans. Landlord and Tenant shall use reasonable efforts to reach agreement on the Landlord's Plans as soon thereafter as possible. In reaching agreement, Landlord and Tenant shall each approve portions of the Landlord's Plans that are in acceptable form and shall note their respective objections to the portions that are unacceptable to each of them so as to enable Landlord to continue construction and order materials in a timely manner. In the event that Landlord's Plans conform with the PBBP, but Tenant does not approve the Landlord's Plans within seven (7) business days of receipt thereof from Landlord, then the Outside Delivery Date (as hereinafter defined) shall be extended for a number of days equal to the number of Tenant Plan Delay Days, as such term is hereinafter defined. The number of Tenant Plan Delay Days are defined as and shall be calculated by determining the actual number of days as certified by Landlord and its architect that the contract holds Term Commencement Date was delayed by such Tenant's failure to approve the Landlord's Plans within the required seven (7) business days. Landlord agrees to provide Tenant with written notice of such determination, such notice to include reasonable detail describing the cause of the delay and the number of Tenant Plan Delay Days as certified by Landlord and The Guti▇▇▇▇▇ ▇▇▇pany harmless, and that Landlord and The Guti▇▇▇▇▇ ▇▇▇pany are additional named insureds on all of Tenant's insurance policiesits architect. It shall be Tenant's contractor's responsibility to obtain the building permit for said modifications to Premises. It shall be Tenant's responsibility to insure that all Tenant's general contractors subcontractors and materialmen are paid in full, and if a lien is placed upon the Building by any such contractor, subcontractor, materialmen, or other, to promptly remove such lien or provide a bond reasonably satisfactory to Landlord and Landlord's mortgagee to insure that such lien will be paid in full while contesting such lien. Landlord shall permit If Tenant and Tenant's contractor access for construction of modifications to Tenant's premises promptly after execution hereof. All changes and additions shall be part of the Building, except such items Architect (as by writing at the time of approval the parties agree either shall be removed by Tenant on termination of this Lease, or shall be removed or left at Tenant's election.hereinafter defined)

Initial Construction. Attached hereto are plans showing proposed modifications Landlord and Tenant agree that the construction of any “Tenant Work” shall be performed by Tenant in accordance with and as defined in Exhibit ▇-▇. Subject to Premises. Within 20 days of execution the funding the Tenant Work Allowance (as defined in Exhibit ▇-▇) for the construction of the LeaseTenant Work, Landlord will prepare construction drawings shall have no obligations whatsoever to construct any improvements to the Premises and specifications Tenant accepts the Premises “AS IS”, “WHERE IS” and “WITH ANY AND ALL FAULTS”, and Landlord neither makes nor has made any representations or warranties, express or implied, with respect to the quality, suitability or fitness thereof of the Premises, or the condition or repair thereof. Tenant taking possession of the Premises shall be conclusive evidence for such modifications containing such details as dimensionsall purposes of Tenant’s acceptance of the Premises in good order and satisfactory condition, partition plansand in a state and condition satisfactory, dimensioned electrical acceptable and telephone outlet planssuitable for Tenant’s use pursuant to this Lease. Notwithstanding the foregoing, modified reflected ceiling plans, room finish scheduleLandlord shall deliver all structural elements and subsystems of the Premises, including wallbut not limited to the HVAC, carpetmechanical, floor tileelectrical, and VCT colorsplumbing systems serving the Premises, in good working condition and other necessary construction details repair as of the Date of Lease and specifications for the completion of such workLandlord will be responsible, all in a manner reasonably acceptable to Tenant. Space planning, construction drawings, and specifications shall be provided by Landlord to Tenant a no without cost to Tenant. All construction , to repair any latent structural or design defects in, the curtain wall, windows and window framing, interior structural framing, foundation, roof, HVAC systems, mechanical, electrical, and plumbing systems occurring or discovered prior to the later of modifications to Tenant's Premises will be accomplished by Tenant's contractor, which contractor shall furnish the date that is 12 months after the Date of Lease and the date of expiration of any applicable warranty therefor; provided that Tenant delivers notice to Landlord evidence of insurance as follows: General Liability and Property Damage - $2,000,000 Aggregate, $2,000,000 per Occurrence; Workmens Compensation, and an Owners and Contractors Protective Liability Policy in thereof prior to the amount of $1,000,000 naming the owner and The Guti▇▇▇▇▇ ▇▇▇pany as insureds. In addition, in Tenant's construction contract, Tenant shall insure that the contract holds Landlord and The Guti▇▇▇▇▇ ▇▇▇pany harmless, and that Landlord and The Guti▇▇▇▇▇ ▇▇▇pany are additional named insureds on all of Tenant's insurance policies. It shall be Tenant's contractor's responsibility to obtain the building permit for said modifications to Premises. It shall be Tenant's responsibility to insure that all Tenant's general contractors subcontractors and materialmen are paid in full, and if a lien is placed upon the Building by any such contractor, subcontractor, materialmen, or other, to promptly remove such lien or provide a bond reasonably satisfactory to Landlord and Landlord's mortgagee to insure that such lien will be paid in full while contesting such lien. Landlord shall permit Tenant and Tenant's contractor access for construction of modifications to Tenant's premises promptly after execution hereof. All changes and additions shall be part later of the Building, except such items as by writing at the time date that is 12 months after Date of approval the parties agree either shall be removed by Tenant on termination Lease and date of this Lease, or shall be removed or left at Tenant's electionexpiration of any applicable warranty therefor.

Initial Construction. Attached hereto are A complete set of final base building and Lot improvements plans showing proposed modifications to Premises. Within 20 days of execution of the Lease, Landlord will prepare and construction drawings and specifications, such drawings and specifications for to include a detail schedule of core base Building finish items such modifications containing such details as dimensionsas, partition but not limited to, carpets, doors, hardware, ceiling grids/tiles, lavatory fixtures, light fixtures, window blinds, lobby finishes and paint/wall coverings and based on the preliminary base building plans, dimensioned electrical and telephone outlet including, without limitation, floor plans, modified reflected ceiling planselevations and site plan(s) (collectively, room finish the "PBBP") and Base Building Outline Specifications attached hereto as Exhibits B-1 and B-2, respectively (collectively, the "Landlord's Plans") shall be prepared by Landlord, at its sole cost and expense (all of such work shown on the Landlord's Plans being collectively referred to as the "Landlord's Work"). In the event of differences between the PBBP or the Landlord's Plans and the Base Building Outline Specifications, the Base Building Outline Specifications shall govern and control until the Landlord's Plans are prepared. Landlord and Tenant agree to work together with Landlord's architect, Symmes, Maini and ▇▇▇▇▇ Associates, Inc. in order to achieve a design that meets the standard set forth below. Furthermore, Landlord agrees to use good faith and diligent efforts to deliver the Landlord's Plans to Tenant on or before September 21, 2000, with the exception of electrical, plumbing, and HVAC plans which shall be developed after said September 21, 2000 and shall, if coordinated with Tenant's MEP engineer, shall be delivered to Tenant in accordance with Tenant's design development schedule, including wallotherwise such electrical, carpetplumbing and HVAC plans shall be delivered by October 15, floor tile2000 if Landlord elects not to use Tenant's MEP engineer. Upon receipt, Tenant shall have ten (10) business days to comment upon the Landlord's Plans. Landlord and VCT colorsTenant shall use reasonable efforts to reach agreement on the Landlord's Plans as soon thereafter possible. Tenant's approval of Landlord's Plans shall not be unreasonably withheld, conditioned or delayed. In reaching agreement, Landlord and other necessary Tenant shall each approve portions of the Landlord's Plans that are in acceptable form and shall note their respective objections to the portions that are unacceptable to each of them so as to enable Landlord to continue construction details and specifications order materials in a timely manner. Provided that the PBBP are finalized and attached to this Lease upon execution of this Lease by Tenant, in the event that Landlord's Plans conform with the PBBP, but Tenant does not approve the Landlord's Plans within ten (10) business days of receipt thereof from Landlord, then the Scheduled Term Commencement Date shall be extended for a number of days equal to the completion number of Tenant Plan Delay Days, as such term is hereinafter defined. The number of Tenant Plan Delay Days are defined as and shall be calculated by determining the actual number of days as certified by Landlord and its architect that the Term Commencement Date was delayed by such Tenant's failure to approve the Landlord's Plans within the required ten (10) business days. Landlord agrees to provide Tenant with written notice of such workdetermination, all in a manner reasonably acceptable such notice to include reasonable detail describing the cause of the delay and the number of Tenant Plan Delay Days as certified by Landlord and its architect. If Tenant and Tenant. Space planning's Architect (as hereinafter defined) disagree with the existence or calculation of Tenant Plan Delay Days as determined by Landlord and its architect, construction drawingsthen Tenant shall, and specifications within ten (10) business days of receipt of Landlord's notice, notify Landlord of its disagreement, whereupon the dispute shall be provided determined pursuant to the arbitration procedures described in Section 9.6 hereof. Landlord and Tenant hereby acknowledge and agree that, except as otherwise set forth herein, following approval by Landlord and Tenant (which shall be in writing as hereinafter provided), no amendments, modifications or changes shall be made to Tenant a no cost to Tenant. All construction of modifications to the Landlord's Plans, the PBBP and/or the Base Building Outline Specifications (during or after the permitting process) without Tenant's Premises will be accomplished by Tenant's contractorprior written approval in each instance, which contractor such approval shall furnish not be unreasonably withheld or delayed; provided, however, no such prior approval of Tenant shall be required if the proposed amendments, modifications or changes are, in Landlord's reasonable opinion (i) non-material in nature, (ii) replaced by substantially equivalent or better items and at all times equal to Landlord evidence or better than that of insurance as follows: General Liability and Property Damage - $2,000,000 Aggregate, $2,000,000 per Occurrence; Workmens Compensation, and an Owners and Contractors Protective Liability Policy in the amount of $1,000,000 naming the owner and The Gutibuilding located at ▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇pany as insureds. In addition, in Tenant's construction contract, Tenant shall insure that the contract holds Landlord and The Guti▇ ▇▇▇▇▇ ▇▇▇pany harmless, and that Landlord and The Guti▇▇▇▇▇ ▇▇▇pany are additional named insureds on ▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, and (iii) do not adversely affect the Premises. Without limiting the foregoing, Landlord shall provide Tenant with prior written notice of all proposed amendments, modifications or changes to the Landlord's Plans. A complete set of construction plans and specifications for Tenant's Work (as hereinafter defined) shall be prepared by Tenant's Architect, as hereinafter defined (collectively, the "Tenant's Plans"). The Tenant's Plans shall be furnished to Landlord as herein provided. Landlord and Tenant hereby acknowledge and agree that Tenant shall notify Landlord within two (2) weeks following the date of this Lease of its selection of an architect to be Tenant's Architect for preparation of Tenant's insurance policies. It Plans, and the costs of services of such Tenant's Architect shall be borne solely by Tenant. Tenant's contractor's responsibility to obtain the building permit for said modifications to Premises. It shall be Tenant's responsibility to insure that all Tenant's general contractors subcontractors and materialmen are paid in full, and if a lien is placed upon the Building by any such contractor, subcontractor, materialmen, or other, to promptly remove such lien or provide a bond reasonably satisfactory to Landlord and Landlord's mortgagee to insure that such lien will be paid in full while contesting such lien. Landlord shall permit Tenant Architect (and Tenant's contractor access for construction of modifications to Tenant's premises promptly after execution hereof. All changes and additions Representatives) shall be part of actively involved in the Building, except such items as by writing at the time of approval the parties agree either design decisions and shall be removed by Tenant on termination allowed reasonable access to the Lot and the Premises during construction to monitor Landlord's compliance with the terms and provisions of this Lease, or . Landlord and Tenant hereby further agree that Tenant shall be removed or left at solely responsible for coordinating with Tenant's election.Architect for the timely preparation of Tenant's Plans in accordance with the terms and provisions of this Section 9.1. Attached as Exhibit M is a schedule (the "Schedule") setting forth the respective dates by which Landlord and Tenant anticipate that (i) Landlord's Plans shall have been delivered to and approved by Tenant, (ii) Tenant's Plans shall have been delivered to and approved by Landlord, and (iii) certain portions of Landlord's Work and Tenant's Work shall be substantially completed. The parties agree to cooperate with each other and to exercise reasonable efforts to complete the tasks described in the Schedule by the respective dates set forth therein, Landlord and Tenant hereby further agreeing that, unless otherwise expressly set forth herein, failure to meet any of such dates on the Schedule shall not constitute a default or a delay of any type hereunder. Tenant shall deliver the Tenant's Plans to the Landlord by not later than the Scheduled Tenant's Design Completion Date, provided, however, that Tenant furnishes to Landlord by not later than October 1, 2000 (i) any such information to be contained in the Tenant's Plans that affects Landlord's Work, and (ii) a list of "long lead items", including specifications thereto, for those certain portions of Tenant's Work as determined by Landlord and Tenant prior to such

Initial Construction. Attached Landlord shall, at its sole cost and expense, cause certain leasehold improvements to be substantially completed in the Premises in accordance with the final approved plans and specifications prepared by Landlord’s architect and approved by Tenant as hereinafter provided, which preliminary plans and specifications are attached hereto are plans showing proposed modifications as Exhibit “C” and made a part hereof (the “Tenant’s Work”; the Tenant’s Work shall be referred herein at times as the “Landlord’s Work”) prior to Premisesthe Scheduled Term Commencement Date set forth in Section 1.1 hereof. Within 20 days of execution All of the Lease, Landlord will prepare construction drawings and specifications for such modifications containing such details as dimensions, partition plans, dimensioned electrical and telephone outlet plans, modified reflected ceiling plans, room finish schedule, including wall, carpet, floor tile, and VCT colors, and other necessary construction details and specifications for the completion of such work, all in a manner reasonably acceptable to Tenant. Space planning, construction drawings, and specifications work shall be provided performed by Landlord to Tenant a no cost to Tenant. All construction of modifications to Tenant's Premises will be accomplished by Tenant's Landlord’s general contractor, which contractor shall furnish to Landlord evidence of insurance as follows: General Liability and Property Damage - $2,000,000 Aggregate, $2,000,000 per Occurrence; Workmens Compensation, and an Owners and Contractors Protective Liability Policy in the amount of $1,000,000 naming the owner and The Guti▇▇▇▇▇▇▇▇▇ ▇▇▇pany Construction Co., Inc. (“GCCI”) utilizing its standard building materials and finishes for the Building, which are consistent with industry standard for a Class A building, except as insuredsotherwise may be provided in Exhibit “C” and the approved Tenant Plans. In additionconnection therewith, in Tenant's construction contractLandlord agrees to provide all space planning and design services (including all plans, Tenant shall insure that the contract holds Landlord affidavits and The Guti▇▇▇▇▇ ▇▇▇pany harmless, and that Landlord and The Guti▇▇▇▇▇ ▇▇▇pany are additional named insureds on all of Tenant's insurance policies. It shall be Tenant's contractor's responsibility other documentation necessary to obtain the a building permit and occupancy permit) at no additional cost to Tenant. Landlord shall, at Landlord’s sole cost and expense, prepare and deliver to Tenant final architectural plans and associated specifications (excluding mechanical, electrical and plumbing) for the Tenant’s Work incorporating said modifications to Premises. It shall be preliminary plans and specifications attached hereto at Exhibit “C” (collectively, the “Tenant's responsibility to insure that all Tenant's general contractors subcontractors ’s Plans”) for the planned improvements of the Premises (specifically including Phases 1 and materialmen are paid in full2) by July 30, and if a lien is placed upon the Building by any such contractor2010, subcontractor, materialmen, or other, to promptly remove such lien or provide a bond reasonably satisfactory provided Tenant furnishes to Landlord and no later than June 15, 2010 all Tenant fit-out requirements for construction of the improvements in the Premises to the extent requested by Landlord's mortgagee to insure that such lien will be paid in full while contesting such lien. Landlord shall permit Tenant to review and provide input during the preparation of Tenant's contractor access for ’s Plans and shall provide Tenant with preliminary plans and specifications as they are made available to Landlord by its architect. Upon receipt, Tenant shall have ten (10) days to comment upon the Tenant’s Plans and shall be deemed approved in the event that Tenant fails to respond within such ten (10) day period. Landlord and Tenant shall use good faith, diligent efforts to agree on the Tenant’s Plans in a timely manner. In reaching such agreement, Landlord and Tenant shall each approve portions of Tenant’s Plans that are acceptable and shall note their respective objections to the portions that are unacceptable to each of them so as to enable Landlord to continue construction and order materials in a timely manner. In connection with Tenant’s review of the Tenant’s Plans, or if Tenant fails to deliver comments to the Tenant’s Plans (or any modifications thereto), Landlord may require by prompt written notice to Tenant an adjustment in the Scheduled Term Commencement Date (such adjustment to be determined by Landlord in its reasonable judgment). Landlord’s notice to Tenant shall include reasonable detail describing the cause of the adjustment and the resulting extension of time caused by Tenant’s delay (a “Tenant Plan Delay Day(s)”). Any such extension in time, whether mutually agreed to by Landlord and Tenant or determined by their respective architects in the event of dispute pursuant to Section 3.5, shall result in Tenant’s Plan Delay Days as hereinbefore determined. In addition, Landlord will not approve Tenant’s Plans (or changes to Tenant’s Plans) which involve any construction, alterations or additions requiring unusual expense to readapt the Premises to normal office use on the Term Expiration Date, unless Tenant first gives assurances acceptable to Landlord that such readaptation shall be made prior to such termination without expense to Landlord. All revisions and modifications to the Tenant’s Plans shall be made promptly by Landlord and revised sets of Tenant’s Plans shall be forthwith furnished to Tenant upon Landlord’s receipt thereof, Landlord hereby agreeing to inform Tenant during the plan approval process and, in any event, prior to the installation thereof, of any such items that may require unusual expense to readapt the Premises as aforesaid. All revisions and modifications to the Tenant’s Plans shall be made promptly by Landlord and revised sets of Tenant’s Plans shall be forthwith furnished to Tenant upon Landlord’s receipt thereof. Landlord and Tenant hereby further agree to acknowledge in writing when final approval by Landlord and Tenant of Tenant’s Plans has occurred. No changes or modifications to Tenant's premises promptly after execution ’s Plans being constructed by Landlord pursuant thereto shall be made without Tenant’s consent, such consent not to be unreasonably withheld or delayed by Tenant. Landlord shall cause the Premises to be completed in accordance with Tenant’s Plans. After final approval of Tenant’s Plans by Landlord and Tenant, the Tenant may request changes to Tenant’s Work by altering, adding to, or deducting from Tenant’s Work as set forth in the agreed form of Tenant’s Plans (each such requested change shall be submitted pursuant to the form of Change Order attached hereto as Exhibit “L” and shall be referred to herein as a “Change Order”). A Change Order requested by Tenant in Tenant’s Work may also necessitate an adjustment in the Scheduled Term Commencement Date and may result in Tenant Alteration Delay Days (as hereinafter defined), in accordance with and subject to the terms and conditions set forth below. Landlord shall notify Tenant in writing of the cost of the Change Order (and effect on the Cost of Tenant’s Work) and if such requested Change Order shall result in Tenant Alteration Delay Days, and therefore an adjustment in the Scheduled Term Commencement Date. Tenant shall have three (3) business days to accept such Change Order (and the resulting cost and timing changes as set forth in Landlord’s notice) or to withdraw the requested Change Order. Failure by Tenant to respond within such three (3) business days shall be deemed a rejection of the Change Order. In addition, Landlord agrees to provide Tenant, upon Tenant’s request, with sufficient itemization and back-up documentation to facilitate analysis and to confirm the cost of any such changes in the Tenant’s Work initiated by Tenant. Tenant shall pay to Landlord an amount equal to the actual Cost of Change Order(s), less credits for any Tenant’s Work deleted, but including a contractor’s fee of six percent (6%) of the aggregate costs, within fourteen (14) business days of receipt of Landlord’s invoice therefor. In the event that Tenant approves a Change Order which would, due to materials or equipment having long delivery times or due to resulting sequencing delays, and notwithstanding Landlord’s diligent efforts, result in a delay in the Scheduled Term Commencement Date, then Tenant shall be deemed to have agreed that it will pay Fixed Rent (as hereinafter provided in Section 4.1) and additional rent hereunder for a number of days equal to the actual number of days (the “Tenant Alteration Delay Days”) as certified by Landlord and its architect, and agreed to by Tenant and Tenant’s architect, by which the Scheduled Term Commencement Date would be delayed by such alterations or additions, giving due consideration to Landlord’s obligation to use diligent efforts to accelerate construction to make up for lost time due to delays. Landlord agrees to provide Tenant with written notice of such determination at the time it submits the Change Order to Tenant for approval, such notice to include reasonable detail describing the cause of the delay and the number of Tenant Alteration Delay Days as certified by Landlord and its architect. Should Tenant disagree with the calculation of Tenant Alteration Delay Days as hereinabove determined, then such disagreement shall be resolved pursuant to the provisions of Section 3.5 hereof. All Tenant improvements, changes and additions comprising the Tenant’s Work shall be part of the BuildingPremises and shall remain therein at the end of the Term), except for Tenant’s business fixtures, equipment and personal property, all of which fixtures, equipment, furniture and personal property shall remain the property of the Tenant and shall be removed at the expiration of the Term; and such other items shall be removed or left as by the Landlord and Tenant agree in writing at the time of Landlord’s approval of the parties agree either Tenant’s Plans as hereinafter provided. Tenant agrees to repair, at its sole cost and expense, any damage to the Premises caused by any such removal by Tenant in accordance with this paragraph and Section 6.1.2 hereof, subject to Section 10.13. Tenant (including its contractors, agents or employees) shall have access to the Premises, four (4) weeks prior to the Scheduled Term Commencement Date applicable to each Phase of the Premises so as to prepare the Premises for occupancy by Tenant (including for telephone/data, security and furniture installations), provided that (i) Tenant’s contractors, agents or employees work in a harmonious labor relationship with Landlord’s general contractor; (ii) reasonable prior notice is given to Landlord specifying the work to be done, and (iii) no work, as reasonably determined by Landlord, shall be removed done or fixtures or equipment installed by Tenant on termination in such manner as to materially interfere with the completion of the work being done by or for Landlord in the Premises or the Building. Except that, to the extent that more efficient and coordinated construction can be achieved, the Tenant’s security and telephone/data contractors will be allowed earlier access (earlier than the “4 weeks prior” referenced above), provided all other conditions above are met. During any such early access period, no Fixed Rent or additional rent or other charges shall accrue or be payable, but otherwise the performance of any such work by Tenant shall be subject to all the terms, covenants and conditions contained in this Lease. In connection with the initial construction and delivery of the Premises to Tenant, or shall Landlord agrees to provide Tenant with an allowance of up to $47,319.00 to be removed or left at Tenant's electionused in accordance with Exhibit “I”.

Initial Construction. Attached Landlord shall, at its sole cost and expense, cause certain leasehold improvements to be substantially completed in the Premises in accordance with the final approved plans and specifications prepared by Tenant’s architect and approved by Landlord as hereinafter provided, which preliminary plans and specifications are attached hereto are plans showing proposed modifications as Exhibit “C” and made a part hereof (the “Tenant’s Work”; the Tenant’s Work shall be referred herein at times as the “Landlord’s Work”) prior to Premisesthe Scheduled Term Commencement Date set forth In Section 1.1 hereof. Within 20 days of execution All of the Lease, Landlord will prepare construction drawings and specifications for such modifications containing such details as dimensions, partition plans, dimensioned electrical and telephone outlet plans, modified reflected ceiling plans, room finish schedule, including wall, carpet, floor tile, and VCT colors, and other necessary construction details and specifications for the completion of such work, all in a manner reasonably acceptable to Tenant. Space planning, construction drawings, and specifications work shall be provided performed by Landlord to Tenant a no cost to Tenant. All construction of modifications to Tenant's Premises will be accomplished by Tenant's Landlord’s general contractor, which contractor shall furnish to Landlord evidence of insurance as follows: General Liability and Property Damage - $2,000,000 Aggregate, $2,000,000 per Occurrence; Workmens Compensation, and an Owners and Contractors Protective Liability Policy in the amount of $1,000,000 naming the owner and The Guti▇▇▇▇▇▇▇▇▇ ▇▇▇pany Construction Co., Inc. (“GCCI”) utilizing its standard building materials and finishes for the Building, which are consistent with industry standard for a Class A building and the consistent with the level of materials used in the spaces currently occupied by One Communications and Demandware, except as insuredsotherwise may be provided in Exhibit “C” and the approved Tenant Plans. In connection therewith, Landlord agrees to provide preliminary space planning at no additional cost to Tenant, as depicted in Exhibit “C”. Tenant shall, at Tenant’s sole cost and expense, prepare and deliver to Landlord final architectural plans and associated specifications (excluding mechanical, electrical and plumbing) for the Tenant’s Work incorporating said preliminary plans and specifications attached hereto at Exhibit “C” (collectively, the “Tenant’s Plans”) for the planned improvements of the Premises by March I, 2011. Tenant shall provide a pre-purchase specification and plan for all long lead items, greater than an 8 week lead time by February 15, 2011. Such items may include specialty HVAC, specialty electrical, lighting, flooring and doors and hardware. Tenant shall permit Landlord to review and provide input during the preparation of Tenant’s Plans and shall provide Landlord with preliminary plans and specifications as they are made available to Tenant by its architect. Upon receipt, Landlord shall have ten (10) days to comment upon the Tenant’s Plans and shall be deemed approved in the event that Landlord fails to respond within such ten (10) day period. Landlord and Tenant shall use good faith, diligent efforts to agree on the Tenant’s Plans in a timely manner. In reaching such agreement, Landlord and Tenant shall each approve portions of Tenant’s Plans that are acceptable and shall note their respective objections to the portions that are unacceptable to each of them so as to enable Landlord to continue construction and order materials in a timely manner. Landlord will not approve Tenant’s Plans (or changes to Tenant’s Plans) which involve any non-standard office construction, alterations or additions requiring unusual expense to readapt the Premises to normal office use on the Term Expiration Date, unless Tenant first gives assurances acceptable to Landlord that such re-adaptation shall be made prior to such termination without expense to Landlord. All revisions and modifications to the Tenant’s Plans shall be made promptly by Tenant and revised sets of Tenant’s Plans shall be forthwith furnished to Landlord upon Tenant’s receipt thereof, Landlord hereby agreeing to inform Tenant during the plan approval process and, in any event, prior to the installation thereof, of any such items that may require unusual expense to readapt the Premises as aforesaid. All revisions and modifications to the Tenant’s Plans shall be made promptly by Tenant and revised sets of Tenant’s Plans shall be forthwith furnished to Landlord upon Tenant’s receipt thereof. Landlord and Tenant hereby further agree to acknowledge in writing when final approval by Landlord and Tenant of Tenant’s Plans has occurred. No changes or modifications to Tenant’s Plans being constructed by Landlord pursuant thereto shall be made without Tenant’s and Landlord’s prior consent, such consent not to be unreasonably withheld or delayed by Tenant or Landlord, as applicable. Landlord shall cause the Premises to be completed in accordance with Tenant’s Plans. After final approval of Tenant’s Plans by Landlord and Tenant, the Tenant may request changes to Tenant’s Work by altering, adding to, or deducting from Tenant’s Work as set forth in the agreed form of Tenant’s Plans (each such requested change shall be submitted pursuant to the form of Change Order attached hereto as Exhibit “L” and shall be referred to herein as a “Change Order”). A Change Order requested by Tenant in Tenant’s Work may also necessitate an adjustment in the Scheduled Term Commencement Date and may result in Tenant Delay Days (as hereinafter defined), in accordance with and subject to the terms and conditions set forth below. Landlord shall notify Tenant in writing of the cost of the Change Order (and effect on the Cost of Tenant’s Work) and if such requested Change Order shall result in Tenant Alteration Delay Days, and therefore an adjustment in the Scheduled Term Commencement Date. Tenant shall have three (3) business days to accept such Change Order (and the resulting cost and timing changes as set forth in Landlord’s notice) or to withdraw the requested Change Order. Failure by Tenant to respond within such three (3) business days shall be deemed a rejection of the Change Order. In addition, Landlord agrees to provide Tenant, upon Tenant’s request, with sufficient itemization and back-up documentation to facilitate analysis and to confirm the cost of any such changes in the Tenant's construction contract, ’s Work initiated by Tenant. Tenant shall insure pay to Landlord fifty percent (50%) of the actual Cost of Change Order(s), less credits for any Tenant’s Work deleted, but including a contractor’s fee of five percent (5%) and overhead of five percent (5%) of the aggregate costs, within fourteen (14) business days of receipt of Landlord’s invoice therefor, with any remaining amount to be delivered to Landlord within thirty (30) days after receipt of a final accounting from Landlord following delivery of the Premises and completion of the Punch List Items. In the event that Tenant approves a Change Order which would, due to materials or equipment having long delivery times or due to resulting sequencing delays, and notwithstanding Landlord’s diligent efforts, result in a delay in the contract holds Scheduled Term Commencement Date, then a Tenant Delay shall be deemed to have occurred for the number of days equal to the actual number of days (the “Tenant Alteration Delay Days”) as certified by Landlord and The Guti▇▇▇▇▇ ▇▇▇pany harmlessits architect, and that Landlord and The Guti▇▇▇▇▇ ▇▇▇pany are additional named insureds on all of Tenant's insurance policies. It shall be Tenant's contractor's responsibility agreed to obtain the building permit for said modifications to Premises. It shall be Tenant's responsibility to insure that all Tenant's general contractors subcontractors and materialmen are paid in full, and if a lien is placed upon the Building by any such contractor, subcontractor, materialmen, or other, to promptly remove such lien or provide a bond reasonably satisfactory to Landlord and Landlord's mortgagee to insure that such lien will be paid in full while contesting such lien. Landlord shall permit Tenant and Tenant's contractor access ’s architect, by which the Scheduled Term Commencement Date would be delayed by such alterations or additions, giving due consideration to Landlord’s obligation to use diligent efforts to accelerate construction to make up for construction lost time due to delays. Landlord agrees to provide Tenant with written notice of modifications such determination at the time it submits the Change Order to Tenant's premises promptly after execution Tenant for approval, such notice to include reasonable detail describing the cause of the delay and the number of Tenant Alteration Delay Days as certified by Landlord and its architect. Should Tenant disagree with the calculation of Tenant Alteration Delay Days as hereinabove determined, then such disagreement shall be resolved pursuant to the provisions of Section 3.5 hereof. All Tenant improvements, changes and additions comprising the Tenant’s Work shall be part of the BuildingPremises and shall remain therein at the end of the Term, and Tenant shall have no obligation to restore the Tenant’s Work Premises at the end of the Term or earlier expiration thereof, except for Tenant’s business fixtures, equipment and personal property, all of which fixtures, equipment, furniture and personal property shall remain the property of the Tenant and shall be removed at the expiration of the Term; and such other items shall be removed or left as by the Landlord and Tenant agree in writing at the time of Landlord’s approval of the parties agree either Tenant’s Plans as hereinafter provided. Tenant agrees to repair, at its sole cost and expense, any damage to the Premises caused by any such removal by Tenant in accordance with this paragraph and Section 6.1.2 hereof, subject to Section 10.13. Tenant (including its contractors, agents or employees) shall have access to the Premises, from time to time prior to the Scheduled Term Commencement Date, so as to prepare the Premises for occupancy by Tenant (including for telephone/data, security and furniture installations), provided that (i) Tenant’s contractors, agents or employees work in a harmonious labor relationship with Landlord’s general contractor; (ii) reasonable prior notice is given to Landlord specifying the work to be done, and (iii) no work, as reasonably determined by Landlord, shall be removed done or fixtures or equipment installed by Tenant on termination in such manner as to materially interfere with the completion of the work being done by or for Landlord in the Premises or the Building. During any such early access period, no Fixed Rent or additional rent or other charges shall accrue or be payable, but otherwise the performance of any such work by Tenant shall be subject to all the terms, covenants and conditions contained in this Lease. In connection with the initial construction and delivery of the Premises to Tenant, or Landlord agrees to provide Tenant with an allowance of up to $6.00/RSF to be used for Tenant’s furniture, fixtures and equipment. Such allowance shall be removed paid by Landlord to Tenant (or left its vendor or contractor, as applicable) within fourteen (14) days of Landlord’s receipt of an invoice therefor, which such invoice shall contain such reasonable documentation as may reasonably be requested by Landlord. In addition, Exhibit C designates certain “Tenant Change Items” which Tenant shall have the right, exercisable by a written notice to Landlord given prior to February 15, 2011, to accept or reject. In the event that any such items are accepted by Tenant, then Tenant shall reimburse Landlord said costs allocable to such accepted item (as described on said Exhibit C) within fourteen (14) business days of receipt of Landlord’s invoice therefor. At Tenant’s election, exercisable by giving Landlord written notice on or before December 31, 2011, Landlord shall provide an additional allowance of up to $5.00/RSF to be used for tenant improvements, tel/data, security, furniture, fixtures or equipment, which such allowance-shall be amortized over the Term at Tenant's electionan annual rate of seven percent (7%) per annum, In the event that Tenant elects to receive such additional allowance, then Landlord and Tenant shall enter into a mutually agreeable amendment to this Lease modifying the Fixed Rent set forth in Section 1.1 hereof.

Initial Construction. Attached hereto are plans showing proposed modifications Landlord shall cause certain leasehold improvements to Premisesbe substantially completed in accordance with Tenant’s Plans (as hereinafter defined) on or before the Scheduled Term Commencement Date (collectively, the “Landlord’s Work”). Within 20 days of execution All of the Lease, Landlord will prepare construction drawings and specifications for such modifications containing such details as dimensions, partition plans, dimensioned electrical and telephone outlet plans, modified reflected ceiling plans, room finish schedule, including wall, carpet, floor tile, and VCT colors, and other necessary construction details and specifications for the completion of such work, all in a manner reasonably acceptable to Tenant. Space planning, construction drawings, and specifications work shall be provided performed by Landlord to Tenant a no cost to Tenant. All construction of modifications to Tenant's Premises will be accomplished by Tenant's Landlord’s general contractor, which contractor shall furnish to Landlord evidence of insurance as follows: General Liability and Property Damage - $2,000,000 Aggregate, $2,000,000 per Occurrence; Workmens Compensation, and an Owners and Contractors Protective Liability Policy in the amount of $1,000,000 naming the owner and The Guti▇▇▇▇▇▇▇▇▇ ▇▇▇pany Construction Co., Inc. (“GCCI”). Attached hereto as insuredsExhibit B are a preliminary tenant improvement plans and specifications. Tenant shall, at Tenant’s sole cost and expense but subject to the Allowance (as hereinafter defined), prepare and deliver to Landlord final construction plans and associated specifications incorporating said preliminary plans and specifications (collectively, the “Tenant’s Plans”) for the planned improvements of the Premises (specifically including Phases 1, 2 and 3) by June 1, 2007. Tenant may, at its election, permit Landlord to review and provide input during the preparation of Tenant’s Plans and may provide Landlord with preliminary plans and specifications as they are made available to Tenant. Upon receipt, Landlord shall have five (5) business days to comment upon the Tenant’s Plans and shall be deemed approved in the event that Landlord fails to respond within such five (5) business day period. Landlord and Tenant shall use good faith, diligent efforts to agree on the Tenant’s Plans in a timely manner. In reaching such agreement, Landlord and Tenant shall each approve portions of Tenant’s Plans that are acceptable and shall note their respective objections to the portions that are unacceptable to each of them so as to enable Landlord to continue construction and order materials in a timely manner. In connection with Landlord’s review of the Tenant’s Plans, or if Tenant fails to deliver Tenant’s Plans (or any modifications thereto) by the date set forth above, Landlord may require by prompt written notice to Tenant (i) modifications in Tenant’s Plans (i.e. if Tenant’s Plans are not compatible with Building), and/or (ii) an adjustment in the Scheduled Term Commencement Date (such adjustment to be determined by Landlord in its reasonable judgment). Landlord’s notice to Tenant shall include reasonable detail describing the cause of the adjustment and/or the extent of the incompatibility with reasonable specificity. Any such extension in time, whether mutually agreed to by Landlord and Tenant or determined by their respective architects in the event of dispute pursuant to Section 3.6, shall result in Tenant’s Plan Delay Days as hereinbefore determined. In addition, Landlord will not approve Tenant’s Plans which involve any construction, alterations or additions requiring unusual expense to readapt the Premises to normal office use on the Term Expiration Date, unless Tenant first gives assurances acceptable to Landlord that such readaptation shall be made prior to such termination without expense to Landlord. All revisions and modifications to the Tenant’s Plans shall be made promptly by Tenant and revised sets of Tenant’s Plans shall be forthwith furnished to Landlord upon Tenant’s receipt thereof, Landlord hereby agreeing to inform Tenant during the plan approval process and, in any event, prior to the installation thereof, of any such items that may require unusual expense to readapt the Premises as aforesaid. All revisions and modifications to the Tenant's construction contract, ’s Plans shall be made promptly by Tenant and revised sets of Tenant’s Plans shall insure that the contract holds be forthwith furnished to Landlord upon Tenant’s receipt thereof. Landlord and The Guti▇▇▇▇▇ ▇▇▇pany harmless, and that Tenant hereby further agree to acknowledge in writing when final approval by Landlord and The Guti▇▇▇▇▇ ▇▇▇pany are additional named insureds on all Tenant of Tenant's insurance policies’s Plans has occurred. It No changes or modifications to Tenant’s Plans or Landlord’s Work being constructed by Landlord pursuant thereto shall be made without Tenant's contractor's responsibility ’s consent, such consent not to obtain the building permit for said modifications to Premises. It shall be unreasonably withheld or delayed by Tenant's responsibility to insure that all Tenant's general contractors subcontractors and materialmen are paid in full, and if a lien is placed upon the Building by any such contractor, subcontractor, materialmen, or other, to promptly remove such lien or provide a bond reasonably satisfactory to Landlord and Landlord's mortgagee to insure that such lien will be paid in full while contesting such lien. Landlord shall permit have fifteen (15) days after final approval of Tenant’s Plans and Landlord’s receipt of final and complete sets of approved Tenant’s Plans, which such final approval has been acknowledged in writing by Landlord and Tenant as aforesaid, to price the Cost of Landlord’s Work. GCCI shall competitively bid each major trade item (as reasonably determined by Landlord) of Landlord’s Work with at least three qualified subcontractors and Tenant shall be permitted to review such bids on an “open-book” basis. Tenant shall approve such pricing within five (5) days of receipt of Landlord’s anticipated Cost (which will include the contractor’s fee set forth below) of Landlord’s Work, whereupon Landlord shall be released to commence the Landlord’s Work in accordance with the terms and provisions of this Lease. Landlord and Tenant shall cooperate during the above time periods so that each party makes the other aware of their progress with respect to the foregoing plans, selections and pricing, as well as timing, availability or cost constraints of Tenant’s selections or specifications and proposed alternates. Landlord shall cause the Premises to be completed in accordance with Tenant’s Plans. After final approval of Tenant’s Plans by Landlord and Tenant, the Tenant may request changes to Landlord’s Work (as applicable) by altering, adding to, or deducting from Landlord’s Work as set forth in the agreed form of Tenant’s Plans (each such requested change is referred to herein as a “Change Order”). A Change Order requested by Tenant in Landlord’s Work may also necessitate an adjustment in the Scheduled Term Commencement Date and may result in Tenant Alteration Delay Days (as hereinafter defined), in accordance with and subject to the terms and conditions set forth below. Landlord shall notify Tenant in writing of the cost of the Change Order (and effect on the Cost of Landlord’s Work) and if such requested Change Order shall result in Tenant Alteration Delay Days, and therefore an adjustment in the Outside Delivery Date. Tenant shall have four (4) days to accept such Change Order (and the resulting cost and timing changes as set forth in Landlord’s notice) or to withdraw the requested Change Order. Failure by Tenant to respond within four (4) days shall be deemed a rejection of the Change Order, in addition, Landlord agrees to provide Tenant, upon Tenant’s request, with sufficient itemization and back-up documentation to facilitate analysis and to confirm the cost of any such changes in the Landlord’s Work initiated by Tenant. Tenant shall pay to Landlord an amount equal to the actual Cost of Landlord’s Work (which Landlord anticipates should not vary from the pricing previously provided and approved by Tenant), plus any Change Orders less credits for any Landlord’s Work deleted, in excess of the Allowance set forth in Exhibit M (hereinafter, the “Cost of Landlord’s Work”). Included in all Costs shall be a contractor’s fee of six percent (6%). The Cost of Landlord’s Work shall be fully paid by Tenant (and/or credited against the Allowance) within fourteen (14) days of receipt of an invoice, but after all of the Allowance has been exhausted by Landlord, but in no event prior to the Commencement Date for the applicable Phase. Any work performed during the thirty (30) days prior to the Commencement Date for the applicable Phase or work on remaining punch list items which has not yet been initially billed to Landlord by Landlord’s subcontractors shall be thereafter billed by Landlord and paid by Tenant within fourteen (14) days of receipt of an invoice. In the event that Tenant requests a Change Order which would, due to materials or equipment having long delivery times or due to resulting sequencing delays, and notwithstanding Landlord’s diligent efforts, result in a delay in the Term Commencement Date, then Tenant shall be deemed to have agreed that it will pay Fixed Rent (as hereinafter provided in Section 4.1) and additional rent hereunder for a number of days equal to the actual number of days (the “Tenant Alteration Delay Days”) as certified by Landlord and its architect, and agreed to by Tenant and Tenant's contractor access ’s architect, by which the Term Commencement Date would be delayed by such alterations or additions, giving due consideration to Landlord’s obligation to use diligent efforts to accelerate construction to make up for construction lost time due to delays. Landlord agrees to promptly provide Tenant with written notice of modifications such determination, such notice to include reasonable detail describing the cause of the delay and the number of Tenant Alteration Delay Days as certified by Landlord and its architect. Should Tenant and Tenant's premises promptly after execution ’s Architect disagree with the calculation of Tenant Alteration Delay Days as hereinabove determined, then such disagreement shall be resolved pursuant to the provisions of Section 3.6 hereof. All Tenant improvements, changes and additions comprising the Landlord’s Work shall be part of the BuildingPremises (and shall remain therein at the end of the Term), except for Tenant’s business fixtures, equipment and personal property (which such personal property shall include, without limitation, demountable partitions, equipment and telephone or computer systems), all of which fixtures, equipment and personal property shall remain the property of the Tenant and shall be removed at the expiration of the Term; and such other items shall be removed or left as by the Landlord and Tenant agree in writing at the time of Landlord’s approval of the parties agree either plans and specifications therefor. Tenant agrees to repair, at its sole cost and expense, any damage to the Premises caused by any such removal by Tenant in accordance with this paragraph. Tenant (including its contractors, agents or employees) shall have access to the Premises, thirty (30) days prior to the Scheduled Term Commencement Date applicable to each Phase of the Premises so as to prepare the Premises for occupancy by Tenant (including for telephone/data, security and furniture installations), provided that (i) Tenant’s contractors, agents or employees work in a harmonious labor relationship with Landlord’s general contractor; provided, however, Landlord consents to Tenant’s use of non-union labor (ii) reasonable prior notice is given to Landlord specifying the work to be done, and (iii) no work, as reasonably determined by Landlord, shall be removed done or fixtures or equipment installed by Tenant on termination in such manner as to materially interfere with the completion of the work being done by or for Landlord in the Premises. During any such early access period, no Fixed Rent or additional rent or other charges shall accrue or be payable, but otherwise the performance of any such work by Tenant shall be subject to all the terms, covenants and conditions contained in this Lease. Attached hereto as Exhibit L is a Schedule of milestone dates for the completion of Landlord’s Work. The parties hereby agree, however, that such Schedule is for informational purposes only, and Landlord’s failure to meet any of such dates shall not result in any penalty, except or shall be removed or left at Tenant's electionotherwise expressly provided for elsewhere in this Lease.

Initial Construction. Attached a. Landlord shall, at its sole cost and expense, cause certain improvements to be substantially completed in the Building in accordance with specifications described on Exhibit C attached hereto are plans showing proposed modifications and made a part hereof (collectively, the “Exhibit C Work”) prior to Premisesthe Scheduled Term Commencement Date set forth in Section 1.1 hereof. b. In addition, Landlord shall cause certain leasehold improvements to be substantially completed in the Premises in accordance with the Final Plans (as hereinafter defined), prior to the Scheduled Term Commencement Date (the “Tenant’s Work”). Within 20 days The Tenant’s Work shall include but shall not be limited to the work to be performed on the lab as well as the items shown on the Final Plans. To accomplish the Tenant’s Work, the parties agree that Landlord shall provide Tenant with: (1) an allowance of execution One Million Five Hundred Thousand and NO/100 Dollars ($1,500,000.00) to be applied towards the upgrade of the Leaselab areas inclusive of all design work and infrastructure costs which shall remain the property of Landlord (the “Lab Upgrade Allowance”) and (2) a separate allowance of $10.00 per rentable square foot of the Premises, Landlord will prepare construction drawings and specifications for such modifications containing such details as dimensions, partition plans, dimensioned electrical and telephone outlet plans, modified reflected ceiling plans, room finish schedule, including wall, carpet, floor tile, and VCT colors, and other necessary construction details and specifications for the completion of such work, all in a manner reasonably acceptable to Tenant. Space planning, construction drawings, and specifications shall be provided by Landlord to Tenant a no cost to Tenant. All construction of modifications to Tenant's Premises will be accomplished by Tenant's contractor, which contractor shall furnish to Landlord evidence of insurance as follows: General Liability and Property Damage - $2,000,000 Aggregate, $2,000,000 per Occurrence; Workmens Compensation, and an Owners and Contractors Protective Liability Policy in the amount of $1,000,000 naming 800,000.00, subject to adjustment if the owner square footage of the Premises is adjusted as hereinafter provided (the “TI Allowance”) to be used to build-out the Premises. Collectively, the TI Allowance plus the Lab Upgrade Allowance are referred to herein as the “Total Tenant Allowance”. Tenant agrees to pay for the total Cost (as hereinafter defined) of the Tenant’s Work that exceeds the Total Tenant Allowance within thirty (30) days of receipt of an invoice from Landlord, which such invoice shall contain reasonable backup documentation as may be reasonably requested by Tenant (including an architect’s certificate confirming that the applicable work has been completed). The Total Tenant Allowance shall be utilized by Landlord before any excess Cost, if any, shall be paid by Tenant as aforesaid, and The Guti▇▇▇▇▇ ▇▇▇pany as insuredsmay be utilized to pay for plan preparation and revisions in connection with the Tenant’s Work. In additionthe event that any portion of the Total Tenant Allowance is not fully utilized directly for the Tenant’s Work, such allowances may be used by Tenant towards other improvements to the Premises, including but not limited to moving expenses, infrastructure costs or other related furniture expenses. In such case, Landlord shall reimburse Tenant for such costs within fifteen (15) days after receipt of an invoice for such work, which such invoice shall contain such reasonable documentation evidencing Tenant’s out-of-pocket costs for such items as reasonably requested by Landlord. c. Landlord shall cause all of the Exhibit C Work and Tenant’s Work to be performed utilizing its standard building materials and finishes for the Building, in a first-class and competent manner and in compliance with all Codes (as hereinafter defined). d. It is understood between the parties that the Tenant's ’s Work aspect of the leasing transaction contemplated by this Lease is an integral part of the transaction. It is the intent of the parties, however, to achieve agreement on all terms of the Lease and execute same before Tenant incurs the expense of preparing final plans and specifications for the improvement of the Premises, and then to establish a mechanism whereby the parties shall negotiate their respective needs and limitations in connection with the build out of the Premises and attempt to reach accord thereon. In order to expedite the plan review and approval process, Landlord and Tenant may use facsimile, electronic mail or other forms of written communication with respect to their communications regarding the plans and specifications. Preliminary architectural plans and specifications prepared by Tenant’s architect/engineer for the Tenant’s Work (collectively, the “Preliminary Plans”) for the planned improvements of the Premises are attached hereto and incorporated herein as Exhibit A-2. Landlord’s and Tenant’s execution of this Lease shall be deemed Landlord’s and Tenant’s approval of the Preliminary Plans. Tenant agrees to furnish to Landlord a list of any “long lead” items that may affect the timely completion of the Premises, which such items shall include, for example, specialty HVAC and electrical systems, doors, frames, lights, carpet and any other item having a long delivery time by August 20, 2010. Landlord and Tenant hereby agreeing to finalize the “long lead” items as soon as possible such that Landlord may release/award the same by August 25, 2010. Other items shall be released/awarded once Landlord and Tenant have finalized the Tenant’s Plans as provided in subsection (e) below. Tenant may, at its election, permit Landlord to review and provide input during the preparation of revisions to the Preliminary Plans and may provide Landlord with additional preliminary plans and specifications. e. As soon as possible after the full execution of this Lease, Tenant at its cost, shall prepare and deliver to Landlord one (1) copy of detailed plans and specifications and working drawings covering the construction contractof the improvements at the Premises consisting of the Tenant’s Work (the “Tenant’s Plans”). The Tenant’s Plans shall be based on the Preliminary Plans and shall incorporate the determination of the actual final square footage of the Premises. The parties shall amend this Lease upon final determination of the square footage of the Premises to reflect such correct square footage and any applicable adjustments in the Fixed Rent, Tenant’s Pro-Rata Share and other provisions of this Lease, as necessary. Within three (3) business days after receipt of the Tenant’s Plans, Landlord shall either approve the Tenant’s Plans or deliver to Tenant its specific objections to the Tenant’s Plans, together with its proposed solution to each objection. If Landlord fails to either approve or disapprove the Tenant’s Plans within the three (3) business day period, Landlord shall be deemed to have approved the Tenant’s Plans. In the event that Landlord objects to the Tenant’s Plans, Tenant shall insure have three (3) business days to revise the Tenant’s Plans to address Landlord’s objection and to re-submit the Tenant’s Plans to Landlord for review and approval pursuant to this subsection. Landlord and Tenant shall use good faith, diligent efforts to agree on the Tenant’s Plans in a timely manner, and to resolve any conflicts or objections regarding the Tenant’s Plans. The parties understand and agree that in order to avoid a delay in the Scheduled Term Commencement Date, the Tenant’s Plans need to be agreed upon by no event later than September 1, 2010. The Tenant’s Plans once approved by both Landlord and Tenant shall be referred to herein at times as the “Final Plans”. Upon mutual agreement that the contract holds Tenant’s Plans are in final form for the Tenant’s Work, the parties shall enter into a letter agreement in form of Exhibit P attached hereto and incorporating such Final Plans into this Lease. f. The parties acknowledge that failure of either party to timely deliver comments to the Tenant’s Plans (or any modifications thereto), may require Landlord and The Guti▇▇▇▇▇ ▇▇▇pany harmless, and that to make an adjustment in the Scheduled Term Commencement Date (such adjustment to be determined by Landlord and The Guti▇▇▇▇▇ ▇▇▇pany are additional named insureds on all of Tenant's insurance policies. It shall be Tenant's contractor's responsibility to obtain the building permit for said modifications to Premises. It shall be Tenant's responsibility to insure that all Tenant's general contractors subcontractors and materialmen are paid in full, and if a lien is placed upon the Building by any such contractor, subcontractor, materialmen, or other, to promptly remove such lien or provide a bond reasonably satisfactory to Landlord and Landlord's mortgagee to insure that such lien will be paid in full while contesting such lienits reasonable judgment). Landlord shall permit provide a written notice to Tenant of such change in the Scheduled Term Commencement Date which shall include reasonable detail describing the cause of the adjustment and the resulting extension of time caused by such delay. g. Landlord will not be required to approve Tenant's contractor access for construction ’s Plans or subsequent changes to Final Plans or any future alterations or improvements to the Premises which involve any construction, alterations or additions requiring unusual expense to readapt the Premises to normal office use on the Term Expiration Date, unless Tenant first gives assurances reasonably acceptable to Landlord that such readaptation shall be made prior to such termination or expiration without expense to Landlord. Landlord shall promptly inform Tenant during the plan approval process and, in any event, prior to the installation thereof, of any such items that may require unusual expense to readapt the Premises as aforesaid. The parties hereby acknowledge and agree that the term “unusual expense” as used in this subsection shall mean an expense that is materially in excess of removal and repair costs associated with standard office materials. Landlord and Tenant hereby acknowledge and agree that no changes or modifications to the Final Plans shall be made without Tenant's premises ’s written consent, such consent not to be unreasonably withheld or delayed by Tenant. Notwithstanding the foregoing, Tenant shall not be required to consent to any changes or modifications to the Final Plans that will result in an unusual expense to readapt the Premises or that will result in the total Cost exceeding the Total Tenant Allowance. h. Landlord shall cause the Premises to be completed in accordance with the Final Plans. Tenant may request changes to Tenant’s Work by altering, adding to, or deducting from Tenant’s Work as set forth in the agreed form of Final Plans. Each such requested change shall be submitted pursuant to the form of change order supplied by Landlord to Tenant at Tenant’s request, a “Change Order”. A Change Order requested by Tenant may also necessitate an adjustment in the Scheduled Term Commencement Date and may result in Tenant Alteration Delay Days (as hereinafter defined). Landlord shall notify Tenant as soon as practicably possible in writing of the actual cost of the Change Order, the effect on the Cost of Tenant’s Work and if such requested Change Order shall result in an adjustment in the Scheduled Term Commencement Date. The actual Cost of Change Orders, less credits for any Tenant’s Work deleted shall be applied to the TI Allowance or Lab Upgrade Allowance, as applicable. In the event that Tenant has utilized the entire allowance that is applicable to the Change Order, the cost of the Change Order shall be fully paid by Tenant within thirty (30) days of receipt of an invoice from Landlord, which shall contain all reasonable backup documentation as may be reasonably requested by Tenant related to the actual cost of the Change Order and the allocation of the applicable allowance. i. In the event that Tenant requests a Change Order which would, due to materials or equipment having long delivery times or due to resulting sequencing delays, and notwithstanding Landlord’s diligent efforts, result in a delay in the Scheduled Term Commencement Date, then Tenant shall be deemed to have agreed that it will pay to Landlord a fee equal to the Fixed Rent (as hereinafter provided in Section 4.1) and additional rent hereunder for a number of days equal to the actual number of days as certified by Landlord, by which the Scheduled Term Commencement Date would be delayed by such alterations or additions, giving due consideration to Landlord’s obligation to use diligent efforts to accelerate construction to make up for lost time due to delays (the “Tenant Alteration Delay Days”). Landlord agrees to promptly after execution provide Tenant with written notice of such determination of the Tenant Alteration Delay Days, such notice to include reasonable detail describing the cause of the delay and the number of Tenant Alteration Delay Days as certified by Landlord. Should Tenant disagree with the calculation of Tenant Alteration Delay Days as hereinabove determined, then such disagreement shall be resolved pursuant to the provisions of Section 3.6 hereof. . j. All Tenant improvements, changes and additions comprising the Tenant’s Work shall be part of the BuildingPremises and shall remain therein at the end of the Term, except for Tenant’s business fixtures, equipment and personal property (which such items as by writing at personal property shall include, without limitation, demountable partitions, equipment and telephone, security or computer systems, the time “Tenant’s Property”). All of approval Tenant’s Property shall remain the parties agree either property of the Tenant and shall be removed at the expiration of the Term. Tenant agrees to repair, at its sole cost and expense, any damage to the Premises caused by any such removal by Tenant on termination in accordance with this paragraph and Section 6.1.2 hereof. k. Additionally, the installation of this Lease, or security systems (if any) shall be removed or left installed within the Premises and performed by Tenant’s security contractor, at Tenant's election’s direction and expense. l. The term “Cost” as used in this Article 3 shall include those items set forth in Exhibit Q and shall include the general contractor’s overhead and direct general conditions of seven and one-half percent (7.5%) of the aggregate costs, plus a contractor’s fee of five percent (5%) of the aggregate costs. m. Within ten (10) days of the Effective Date, Landlord agrees to submit to Tenant a master list of subcontractors that will be responsible for any items of Tenant’s Work that total, in the aggregate, twenty-five thousand ($25,000.00) Dollars. Tenant shall have three (3) days to review such list and to provide Landlord with any comments, and Landlord and Tenant shall mutually agree on the final subcontractor list within three (3) days. Failure by Tenant to notify Landlord within said three (3) day period shall constitute acceptance by Tenant of the subcontractor list. In addition, Landlord shall submit to Tenant a budget for Tenant’s Work within five (5) days of receipt of Tenant’s Plans and will notify Tenant of any additions once subcontracts have been awarded. Additionally, Tenant will be provided updated reports on the budget throughout the construction process, as requested. On a monthly basis Landlord shall provide Tenant with a detailed accounting of the total costs to perform the Tenant’s Work and the application of the Total Tenant Allowance to such costs. If requested by Tenant, Landlord shall provide reasonable supporting documentation regarding such costs.

Initial Construction. Attached hereto are Tenant shall, on or before Tenant's Design Completion Date, approve Landlord's plans showing proposed modifications to Premises. Within 20 days ▇▇▇ ▇ricing for Tenant's premises: In the context of execution of the this Lease, Landlord will prepare construction drawings and specifications for such modifications containing such details as dimensions, partition plans, dimensioned electrical and telephone outlet plans, modified reflected ceiling plans, room finish schedule, including wall, carpet, floor tile, and VCT colors, and other necessary construction details and specifications for the completion of such work, all in a manner reasonably acceptable to Tenant. Space planning, construction drawings, and specifications shall be provided by Landlord to Tenant a no cost to Tenant. All construction of modifications to Tenant's Premises will be accomplished by Tenant's contractor, which contractor shall furnish to Landlord evidence of insurance as follows: General Liability and Property Damage - $2,000,000 Aggregate, $2,000,000 per Occurrence; Workmens Compensation, and an Owners and Contractors Protective Liability Policy in the amount of $1,000,000 naming the owner and The GutiLandlor▇'▇ ▇▇ans are design build and engineering drawing▇ ▇▇▇ ▇▇▇pany as insureds. In additionnant's work with detail acceptable to Landlord for, in Tenant's construction contract, Tenant shall insure that the contract holds Landlord and The Gutimec▇▇▇▇▇ ▇▇▇pany harmlessl, electrical and plumbing drawings furnished by subcontractors to Landlord based on scope architectural drawings approved by Tenant consisting of but not limited to furniture plans, reflective ceiling plans, and that Landlord and electrical/telephone plans for the completion of Tenant's work. The Gutiworking drawings shall be prepared in ▇▇▇▇▇ ▇▇▇pany ance with all applicable Legal requirements and, at Landlord's option, stamped registered Massachusetts professionals; and shall consist of architectural and engineering plans which are additional named insureds on all required to finish the Premises or to obtain any Authorization required thereof. Tenant's interior furnishings, i.e., specification, coordination, supply and installation of furniture, furnishings, telephones and movable equipment will be the responsibility of Tenant. All of Tenant's insurance policies. It construction, installation of furnishings, and later changes or additions shall be coordinated with any work being performed by Landlord in such a manner as to maintain harmonious labor relations and not damage the Building or Lot or interfere with Building operations. Except for installation of furnishings and the installation of telephone outlets, which must be performed by a local communications company at Tenant's direction and expense, all such work shall be performed by Landlord's general contractor and Tenant shall pay (X) any amount in excess of the fifteen dollar per square foot ($15.00/RSF) Tenant Improvement Allowance (Y) an additional amount equal to the cost of any changes from the specifications in Exhibit A, including the cost to Landlord of the general contractor's responsibility to obtain the building permit for said modifications to Premises. It overhead and profit, which amount shall be Tenantdue and payable within an escrow account prior to the commencement of work schedule or within ten (10) days of receipt of invoice. This excess amount, so deposited in Landlord's responsibility escrow account, will be drawn after the initial Tenant Improvement Allowance has been utilized. Landlord will not approve any construction, alterations, or additions during the initial construction period or the Term or any extension thereof, requiring unusual expense to insure that all Tenant's general contractors subcontractors and materialmen are paid in fullreadapt the Premises to normal office use on lease termination or increasing the cost of construction, and if a lien is placed upon insurance, taxes and/or operating expenses on the Building or of Landlord's service called for by any Section 5.1, unless Tenant first gives assurances acceptable to Landlord that such contractor, subcontractor, materialmen, or other, readaptation will be made prior to promptly remove such lien or provide a bond reasonably satisfactory termination without expense to Landlord and Landlord's mortgagee makes provisions acceptable to insure that Landlord for payment of such lien will be paid in full while contesting such lienincreased cost. Landlord shall permit will also disapprove any alterations or additions requested by Tenant and Tenant's contractor access for construction which will delay completion of modifications to Tenant's premises promptly after execution hereofthe Premises or the Building. All changes changes, additions, and additions alterations made to the Premises during the Term or any extension thereof shall be part of the Building, except such items as by writing at the time of approval the parties agree either shall be removed by Tenant Tenant, at its cost, on termination of this Lease, or shall be removed or left at TenantLandlord's election. In the event that the cost of the work performed by Landlord's general contractor is less than the Tenant Imp▇▇▇▇▇▇▇▇ Allowance of $15.00 per square foot, Tenant shall receive an immediate credit from the rent due commensurate with the amount of the savings below said $15.00 allowance. Said Tenant Improvement Allowance shall be amortized over five years at a rate of 8.5%.

Initial Construction. Attached Sublessor shall perform or cause Landlord to perform the Sublease improvements as described in the Work Letter Agreement attached hereto are plans showing proposed modifications as EXHIBIT E (which Work Letter is hereby incorporated herein and made a part hereof). Sublessor shall provide Sublessee with a tenant allowance in the amount equal to Premisesthe number of rentable square feet in the Sublease Premises times $70.00, which equals $524,440.00 (the "Tenant Allowance"). Within 20 days The Tenant Allowance shall be used for those costs incurred in connection with the Sublease Improvements and approved by Sublessor (the "Approved Sublessee Costs") and shall be disbursed in accordance with the provisions of execution this Sublease. Approved Sublessee Costs may include the following costs: the cost of preparing the Complete Plans (as hereinafter defined); Sublessee's share of the LeaseSublessor's cost of constructing common area walls and corridor serving the third floor (which share is approximately $11,071.00); Sublessee's share of the cost of the emergency generator as further described in Exhibit E attached hereto; and the cost of constructing the Sublease Improvements (as hereinafter defined), Landlord will prepare including architectural, contracting and engineering fees associated with the Sublease Improvements. Sublessor shall cooperate with, and shall use reasonable efforts to cause its architect and engineer to cooperate with, Sublessee's architect and engineer in connection with the preparation of Sublessee's construction drawings and specifications for such modifications containing such details the Sublease Improvements. Sublessee shall cooperate with, and shall use reasonable efforts to cause any architects, engineers and construction consultants retained by Sublessee to cooperate with, Sublessor's contractor, engineer, architects and subcontractors in connection with the construction of the Sublease Improvements and Base Building Work (as dimensionshereinafter defined). No later than February 28, partition plans2001, dimensioned electrical time being of the essence, Sublessee shall provide to Sublessor for approval complete sets of construction drawings and telephone outlet plans, modified reflected ceiling plans, room finish schedule, specifications for the Sublease Improvements (the "Complete Plans") prepared at Sublessee's expense by (a) Sublessor's architect or an architect approved by Sublessor and (b) Sublessor's engineer or an engineer approved by Sublessor. The Complete Plans shall include but not be limited to: a. Furniture and Equipment Layout Plans b. Dimensioned Partition Plans c. Dimensioned Electrical and Telephone Outlet Plans d. Reflected Ceiling Plans e. Door and Hardware Schedules f. Room Finish Schedules including wall, carpetcarpet and floor tile colors g. Electrical, floor tilemechanical, plumbing and VCT colors, and other structural engineering plans h. All necessary construction details and specifications for work not otherwise specified. Sublessor and Sublessee shall initial the completion Complete Plans after the same have been submitted by Sublessee and approved by Sublessor. All of Sublessee's construction, installation of furnishing, telephone outlets and equipment, and later changes or additions to the Complete Plans shall be reasonably coordinated with any work being performed by Sublessor in such manner as to maintain harmonious labor relations and not to damage the Building or the Lot or to interfere unreasonably with Building operations. Except for the installation of furnishings and equipment and telephone data, wiring, infrastructure and network which may be installed by various vendors (subject to the reasonable approval of Sublessor provided Sublessee delivers to Sublessor written notice prior to the commencement of any such installation work specifying the name of such workvendors), all at Sublessee's expense, all worked described in a manner reasonably acceptable to Tenant. Space planning, construction drawings, and specifications the Complete Plans (the "Sublease Improvements") shall be provided performed by Landlord to Tenant a no cost to Tenant. All construction contractor (the "Contractor") of modifications to TenantSublessor's Premises will be accomplished by Tenantchoice and at Sublessee's contractor, which contractor shall furnish to Landlord evidence of insurance as follows: General Liability and Property Damage - $2,000,000 Aggregate, $2,000,000 per Occurrence; Workmens Compensation, and an Owners and Contractors Protective Liability Policy in the amount of $1,000,000 naming the owner and The Guti▇▇▇▇▇ ▇▇▇pany as insureds. In addition, in Tenant's construction contract, Tenant shall insure that the contract holds Landlord and The Guti▇▇▇▇▇ ▇▇▇pany harmless, and that Landlord and The Guti▇▇▇▇▇ ▇▇▇pany are additional named insureds on all of Tenant's insurance policies. It shall be Tenant's contractor's responsibility to obtain the building permit for said modifications to Premises. It shall be Tenant's responsibility to insure that all Tenant's general contractors subcontractors and materialmen are paid in full, and if a lien is placed upon the Building by any such contractor, subcontractor, materialmen, or other, to promptly remove such lien or provide a bond reasonably satisfactory to Landlord and Landlord's mortgagee to insure that such lien will be paid in full while contesting such lien. Landlord shall permit Tenant and Tenant's contractor access for construction of modifications to Tenant's premises promptly after execution hereof. All changes and additions shall be part of the Building, except such items as by writing at the time of approval the parties agree either shall be removed by Tenant on termination of this Lease, or shall be removed or left at Tenant's electionexpense.

Initial Construction. Attached Sublessor shall perform or cause Landlord to perform the Sublease Improvement as described in the Work Letter Agreement attached hereto are plans showing proposed modifications as EXHIBIT E (which Work Letter is hereby incorporated herein and made a part hereof). Sublessor shall provide Sublessee with (A) a tenant allowance for the Original Sublease Premises in the amount equal to the number of rentable square feet in the Original Sublease Premises times $70.00, which equals $524,440.00 (the "Tenant Allowance for Original Sublease Premises") and (B) a tenant allowance for the Additional Sublease Premises in the amount equal to the number of rentable square feet in the Additional Sublease Premises times $50.00, which equals $213,900.00 (the "Tenant Allowance for the Additional Sublease Premises"). Within 20 days The Tenant Allowance for the Original Sublease Premises and the Tenant Allowance for the Additional Sublease Premises shall be referred to collectively as the "Tenant Allowance." The Tenant Allowance shall be used for those costs incurred in connection with the Sublease Improvements and approved by Sublessor (the "Approved Sublessee Costs") and shall be disbursed in accordance with the provisions of execution this Sublease. Approved Sublessee Costs may include the following costs: the cost of preparing the Complete Plans (as hereinafter defined); Sublessee's share of the LeaseSublessor's cost of constructing common area walls and corridor serving the third floor (which share is approximately $11,072,00); Sublessee's share of the cost of the emergency generator as further described in Exhibit E attached hereto; and the cost of constructing the Sublease Improvements (as hereinafter defined), Landlord will prepare including architectural, contracting and engineering fees associated with the Sublease Improvements. Sublessor shall cooperate with, and shall use reasonable efforts to cause its architect and engineer to cooperate with, Sublessee's architect and engineer in connection with the preparation of Sublessee's construction, drawings and specifications for the Sublease Improvements. Sublessee shall cooperate with, and shall use reasonable efforts to cause any architects, engineers and construction drawings and specifications for such modifications containing such details the Sublease Improvements. Sublessee shall cooperate with, and shall use reasonable efforts to cause any architects, engineers and construction consultants retained by Sublessee to cooperate with, Sublessor's contractor, engineer, architects and subcontractors in connection with the construction of the Sublease Improvements and Base Building Work (as dimensionshereinafter defined). Sublessee shall provide to Sublessor for approval (A) with respect to the Original Sublease Premises, partition plansno later than February 28, dimensioned electrical 2001, time being of the essence, and telephone outlet plans(B) with respect to the Additional Sublease Premises, modified reflected ceiling plansno later than April 13, room finish schedule2001, time being of the essence, complete sets of construction drawings and specifications for the Sublease Improvements (the "Complete Plans") prepared at Sublessee's expense by (a) Sublessor's architect or an architect approved by Sublessor and (b) Sublessor's engineer or an engineer approved by Sublessor. The Complete Plans shall include but not be limited to: a. Furniture and Equipment Layout Plans b. Dimensioned Partition Plans c. Dimensioned Electrical and Telephone Outlet Plans d. Reflected Ceiling Plans e. Door and Hardware Schedules f. Room Finish Schedules including wall, carpetcarpet and floor tile colors g. Electrical, floor tilemechanical, plumbing and VCT colors, and other structural engineering plans h. All necessary construction details and specifications for the completion of such work, all in a manner reasonably acceptable to Tenant. Space planning, construction drawings, and specifications shall be provided by Landlord to Tenant a no cost to Tenant. All construction of modifications to Tenant's Premises will be accomplished by Tenant's contractor, which contractor shall furnish to Landlord evidence of insurance as follows: General Liability and Property Damage - $2,000,000 Aggregate, $2,000,000 per Occurrence; Workmens Compensation, and an Owners and Contractors Protective Liability Policy in the amount of $1,000,000 naming the owner and The Guti▇▇▇▇▇ ▇▇▇pany as insureds. In addition, in Tenant's construction contract, Tenant shall insure that the contract holds Landlord and The Guti▇▇▇▇▇ ▇▇▇pany harmless, and that Landlord and The Guti▇▇▇▇▇ ▇▇▇pany are additional named insureds on all of Tenant's insurance policies. It shall be Tenant's contractor's responsibility to obtain the building permit for said modifications to Premises. It shall be Tenant's responsibility to insure that all Tenant's general contractors subcontractors and materialmen are paid in full, and if a lien is placed upon the Building by any such contractor, subcontractor, materialmen, or other, to promptly remove such lien or provide a bond reasonably satisfactory to Landlord and Landlord's mortgagee to insure that such lien will be paid in full while contesting such lien. Landlord shall permit Tenant and Tenant's contractor access for construction of modifications to Tenant's premises promptly after execution hereof. All changes and additions shall be part of the Building, except such items as by writing at the time of approval the parties agree either shall be removed by Tenant on termination of this Lease, or shall be removed or left at Tenant's electionwork not otherwise specified.

Initial Construction. Attached Sublessor shall perform or cause Landlord to perform the Base Building Work and the Sublease Improvements as described in, and in accordance with the terms, provisions and conditions of, the Work Letter Agreement attached hereto are plans showing proposed modifications as Exhibit F (which Work Letter is hereby incorporated herein and made a part hereof). Sublessor shall provide Sublessee with a tenant allowance in the amount equal to Premisesthe number of rentable square feet that comprises the Sublease Premises times $75.00 (the "Tenant Allowance"). Within 20 days The Tenant Allowance shall be used for those costs incurred in connection with the Sublease Improvements and approved by Sublessor (the "Approved Sublessee Costs") and shall be disbursed in accordance with the provisions of execution this Sublease. The allocation of cost responsibility between the LeaseBase Building Work and the Sublease Improvements shall also be set forth on Exhibit F-2 attached hereto. Approved Sublessee Costs may include the following costs: the cost of preparing the Complete Plans (as hereinafter defined) and the cost of constructing the Sublease Improvements (as hereinafter defined), Landlord will prepare including architectural, contracting and engineering fees associated with the Sublease Improvements. Sublessor shall cooperate with, and shall use reasonable efforts to cause its architect and engineer to cooperate with, Sublessee's architect and engineer in connection with the preparation of Sublessee's construction drawings and specifications for such modifications containing such details the Sublease Improvements. Sublessee shall cooperate with, and shall use reasonable efforts to cause any architects, engineers and construction consultants retained by Sublessee to cooperate with, Sublessor's contractor, engineer, architects and subcontractors in connection with the construction of the Sublease Improvements and Base Building Work (as dimensionshereinafter defined). Sublessor shall deliver to Sublessee a set of the schematic design documents (which documents shall show the core areas and structural elements of the Building) for the Base Building Work (the "Base Building Plans") on or about the fifth (5) day after the execution of this Sublease (the "Schematic Design Delivery Date"). Sublessee shall use commercially reasonable efforts to deliver to Sublessor for approval complete sets of construction drawings and specifications for the Sublease Improvements (the "Complete Plans") prepared at Sublessee's expense (subject to reimbursement out of the Tenant Allowance) by (a) Sublessor's architect or an architect selected by Sublessee and approved by Sublessor and (b) Sublessor's engineer or an engineer selected by Sublessee and approved by Sublessor on a date which is sixty (60) days after the Schematic Design Delivery Date, partition plansbut in all cases Sublessee shall deliver the Complete Plans to Sublessor on or before November 1, dimensioned electrical 1998 (the "Complete Plan Delivery Date"), time being of the essence. The Complete Plans shall include but not be limited to: a. Furniture and telephone outlet plans, modified reflected ceiling plans, room finish schedule, Equipment Layout Plans b. Dimensioned Partition Plans c. Dimensioned Electrical and Telephone Outlet Plans d. Reflected Ceiling Plans e. Door and Hardware Schedules f. Room Finish Schedules including wall, carpetcarpet and floor tile colors g. Electrical, floor tilemechanical, plumbing and VCT colors, and other structural engineering plans h. All necessary construction details and specifications for work not otherwise specified. Sublessor shall provide to Sublessee schematic design documents with respect to the Base Building Work promptly after the same are completed, as set forth above, as well as more detailed construction drawings and specifications (and changes to any of the foregoing) after the same are prepared. Sublessor and Sublessee shall initial the Complete Plans after the same have been submitted by Sublessee and approved by Sublessor as aforesaid. Provided Sublessee shall have delivered the Complete Plans to Sublessor no later than the Complete Plan Delivery Date, and in the event it should be determined by the general contractor performing the Base Building Work (the "Sublessor's Building Contractor") that a Sublease Improvement item would be less expensive to install concurrently with the Base Building Work as opposed to after the completion of such work, all in a manner reasonably acceptable to Tenant. Space planning, construction drawings, and specifications shall be provided by Landlord to Tenant a no cost to Tenant. All construction of modifications to Tenant's Premises will be accomplished by Tenant's contractor, which contractor shall furnish to Landlord evidence of insurance as follows: General Liability and Property Damage - $2,000,000 Aggregate, $2,000,000 per Occurrence; Workmens Compensation, and an Owners and Contractors Protective Liability Policy in the amount of $1,000,000 naming the owner and The Guti▇▇▇▇▇ ▇▇▇pany as insureds. In addition, in Tenant's construction contract, Tenant shall insure that the contract holds Landlord and The Guti▇▇▇▇▇ ▇▇▇pany harmlessBase Building Work, and that Landlord portion of the Base Building Work has not been commenced and/or completed, Sublessor shall use reasonable efforts to cause such Sublease Improvement to be made concurrently with the Base Building Work and The Guti▇▇▇▇▇ ▇▇▇pany are additional named insureds on all of Tenant's insurance policies. It the cost thereof shall be Tenant's contractor's responsibility to obtain deducted from the building permit Tenant Improvement Allowance. Any remaining Tenant Allowance, after all items for said modifications to Premises. It shall be Tenant's responsibility to insure that all Tenant's general contractors subcontractors and materialmen are which the Tenant Allowance was intended for have been paid in full, and if provided Sublessee is not in default hereunder beyond applicable notice and cure periods provided for herein, may be used by Sublessee as follows: (i) as a lien is placed upon rent credit; (ii) to pay for moving expenses; and (iii) to purchase fixtures and fixed equipment for the Sublease Premises which shall stay with the Premises at the end of the Term. Such remaining Tenant Allowance shall be paid to (a) Sublessee or (b) Sublessee's vendor(s) as directed in writing by Sublessee, within thirty (30) days after Sublessor's receipt of invoices (marked paid) and supporting documentation for such invoices. All of Sublessee's construction, installation of furnishings and equipment, and later changes or additions to the Complete Plans shall be reasonably coordinated with any work being performed by Sublessor in such manner as to maintain harmonious labor relations and not to damage the Building or the Lot or to interfere unreasonably with Building operations. Except for (i) the installation of furnishings and equipment which may be installed by various vendors, which vendors may be selected by Sublessee without approval by Sublessor provided Sublessee delivers to Sublessor written notice prior to the commencement of any such contractorinstallation work specifying the name of such vendors, subcontractorand (ii) the installation of telephone outlets which must be performed by the telecommunications department of Boston University Medical Center, materialmenall at Sublessee's expense, all work described in the Complete Plans (the "Sublease Improvements") shall subject to the provisions of the Work Letter be performed by the Sublessor's Building Contractor, provided the markup and fees for profit, overhead and general conditions are equal to or otherless than those paid for the Base Building Work, unless the Sublessor elects to promptly remove such lien or provide a bond reasonably satisfactory to Landlord and Landlord's mortgagee to insure that such lien will be paid in full while contesting such lien. Landlord shall permit Tenant and Tenant's contractor access competitively bid the general contract for the construction of modifications to Tenantthe Sublease Improvements, and the Sublessor's premises promptly after execution hereofBuilding Contractor competitively bids the subcontracts. All changes and additions Sublessor shall be part of the Building, except such items as by writing at the time of approval the parties agree either shall be removed by Tenant on termination of this Lease, or shall be removed or left at Tenant's election.select the

Initial Construction. Attached hereto are plans showing proposed modifications Landlord and Tenant agree that the construction of any “Tenant Work shall be performed by Tenant in accordance with and as defined in Exhibit ▇-▇. Subject to Premises. Within 20 days of execution funding the Tenant Work Allowance (as defined in Exhibit B-1) for the construction of the LeaseTenant Work, Landlord will prepare construction drawings shall have no obligations whatsoever to construct any improvements to the Premises and specifications Tenant accepts the Premises “AS IS”, “WHERE IS” and “WITH ANY AND ALL FAULTS”, and Landlord neither makes nor has made any representations or warranties, express or implied, with respect to the quality, suitability or fitness thereof of the Premises, or the condition or repair thereof. Tenant taking possession of the Premises shall be conclusive evidence for such modifications containing such details as dimensionsall purposes of Tenant's acceptance of the Premises in good order and satisfactory condition, partition plansand in a state and condition satisfactory, dimensioned electrical acceptable and telephone outlet planssuitable for Tenant's use pursuant to this Lease. Notwithstanding the foregoing, modified reflected ceiling plans, room finish scheduleLandlord shall deliver all structural elements and subsystems of the Premises, including wallbut not limited to the HVAC, carpetmechanical, floor tileelectrical, and VCT colorsplumbing systems serving the Premises, in good working condition and other necessary construction details repair as of the Date of Lease and specifications for the completion of such workLandlord will be responsible, all in a manner reasonably acceptable to Tenant. Space planning, construction drawings, and specifications shall be provided by Landlord to Tenant a no without cost to Tenant. All construction , to repair any latent structural or design defects (as opposed to normal repairs, maintenance and replacements) in the curtain wall, windows and window framing, interior structural framing, foundation, roof, HVAC systems, mechanical, electrical, and plumbing systems occurring or discovered prior to the later of modifications the date that is 12 months after the Date of Lease and the date of expiration of any applicable warranty therefor; provided that Tenant delivers notice to Landlord thereof prior to the later of the date that is 12 months after Date of Lease and date of expiration of any applicable warranty therefor and such repairs shall not include work required in connection with (a) the Tenant Work or Tenant’s Alterations (as defined in Section 12.3), (b) Tenant’s particular use of the Premises (as opposed to Tenant's ’s use of the Premises will be accomplished by Tenant's contractor, which contractor shall furnish to Landlord evidence of insurance as follows: General Liability for the Permitted Use in a normal and Property Damage - $2,000,000 Aggregate, $2,000,000 per Occurrence; Workmens Compensation, and an Owners and Contractors Protective Liability Policy customary manner) or (c) a change in the amount Permitted Use stated in Section 1.8, regardless of $1,000,000 naming the owner and The Guti▇▇▇▇▇ ▇▇▇pany as insureds. In addition, in Tenant's construction contract, Tenant shall insure that the contract holds whether Landlord and The Guti▇▇▇▇▇ ▇▇▇pany harmless, and that Landlord and The Guti▇▇▇▇▇ ▇▇▇pany are additional named insureds on all of Tenant's insurance policies. It shall be Tenant's contractor's responsibility to obtain the building permit for said modifications to Premises. It shall be Tenant's responsibility to insure that all Tenant's general contractors subcontractors and materialmen are paid in full, and if a lien is placed upon the Building by any approves such contractor, subcontractor, materialmen, or other, to promptly remove such lien or provide a bond reasonably satisfactory to Landlord and Landlord's mortgagee to insure that such lien will be paid in full while contesting such lien. Landlord shall permit Tenant and Tenant's contractor access for construction of modifications to Tenant's premises promptly after execution hereof. All changes and additions shall be part of the Building, except such items as by writing at the time of approval the parties agree either shall be removed by Tenant on termination of this Lease, or shall be removed or left at Tenant's electionchange.

Initial Construction. Attached hereto are plans showing Within thirty (30) days following the date of Lease execution, Tenant's architect shall prepare and submit to Landlord a concept plan (the "Preliminary Plans") for the modifications proposed modifications by Tenant to Premisesthe exterior of the existing building on the Premises ("Tenant's Building") which shall conform in all material respects to the applicable law, rules, regulations and restrictions of record. Within 20 two (2) business days of execution receipt of the LeasePreliminary Plans, Landlord will prepare construction drawings and specifications for such modifications containing such details as dimensions, partition plans, dimensioned electrical and telephone outlet plans, modified reflected ceiling plans, room finish schedule, including wall, carpet, floor tile, and VCT colors, and other necessary construction details and specifications for shall deliver to Tenant its written comments on the completion Preliminary Plans. The Preliminary Plans shall be revised by Tenant's architect to incorporate Landlord's reasonable comments within ten (10) days of delivery of such work, all in a manner reasonably acceptable comments to Tenant. Space planning, construction drawingsThe revised Preliminary Plans shall again be submitted to Landlord, and specifications Landlord and Tenant shall continue the review and approval process as hereinabove provided; provided, however, the response time by each party shall be provided shortened to five (5) days until the Preliminary Plans have been finally approved by the Landlord, thereupon the Preliminary Plans shall be the "Plans." Once approved by the Landlord, the Plans shall not be materially changed without the prior written approval of Tenant and Landlord. Within sixty (60) days of approval of the Plans by Landlord to and Tenant a no cost to Tenant. All construction and receipt by Tenant of modifications to Tenant's Premises will be accomplished by Tenant's contractor, which contractor shall furnish to Landlord evidence of insurance as follows: General Liability all permits and Property Damage - $2,000,000 Aggregate, $2,000,000 per Occurrence; Workmens Compensation, and an Owners and Contractors Protective Liability Policy in the amount of $1,000,000 naming the owner and The Guti▇▇▇▇▇ ▇▇▇pany as insureds. In addition, in Tenant's construction contractapprovals required therefor, Tenant shall insure that commence the contract holds Landlord and The Guti▇▇▇▇▇ ▇▇▇pany harmless, and that Landlord and The Guti▇▇▇▇▇ ▇▇▇pany are additional named insureds work described on all of the Plans ("Tenant's insurance policies. It Work") and shall be thereafter prosecute Tenant's contractor's responsibility Work with due diligence and without interruption to obtain completion. Tenant shall endeavor to open to the building permit public as a financial institution for said modifications to Premises. It shall be Tenant's responsibility to insure that all Tenant's general contractors subcontractors at least one full business day, fully staffed and materialmen are paid in fullfixtured, and if a lien is placed upon the Building by any such contractor, subcontractor, materialmen, or other, to promptly remove such lien or provide a bond reasonably satisfactory to Landlord and Landlord's mortgagee to insure that such lien will be paid in full while contesting such lien. Landlord shall permit Tenant within one hundred twenty (120) days of delivery and Tenant's contractor access for receipt of all necessary permits (which Tenant shall be obligated to use its best efforts to procure so as to permit construction to commence as soon as possible following delivery of modifications the building pad to Tenant's premises promptly after execution hereof. All changes ), subject to force majeure and additions shall be part receipt of the Building, except such items as by writing at the time a certificate of approval the parties agree either shall be removed by Tenant on termination of this Lease, or shall be removed or left at Tenant's electionoccupancy.

Initial Construction. Attached hereto are plans showing proposed modifications All of Tenant’s initial interior improvements, fixtures, finishes, furnishings, furniture, telephones, movable equipment, base building improvements to Premises. Within 20 days of execution the Building, and signs visible from the exterior of the LeaseBuilding (collectively, “Tenant’s Work”) shall be performed at the sole cost and expense of Tenant, provided however, that, subject to Section 3.2.1 hereof, Landlord will prepare construction drawings and specifications for such modifications containing such details as dimensions, partition plans, dimensioned electrical and telephone outlet plans, modified reflected ceiling plans, room finish schedule, including wall, carpet, floor tile, and VCT colors, and other necessary construction details and specifications for the completion of such work, all in a manner reasonably acceptable shall advance up to Tenant. Space planning, construction drawings, and specifications shall be provided by Landlord to Tenant a no cost to Tenant. All construction of modifications to Tenant's Premises will be accomplished by Tenant's contractor, which contractor shall furnish to Landlord evidence of insurance as follows: General Liability and Property Damage - $2,000,000 Aggregate, $2,000,000 per Occurrence; Workmens Compensation, and an Owners and Contractors Protective Liability Policy in the amount of $1,000,000 naming the owner Tenant Allowance. Tenant shall be responsible for all costs of Tenant’s Work in excess of the Tenant Allowance. Tenant may use the Tenant Allowance for (a) construction, (b) project management by Landlord (as described below), (c) space planning, architect, engineering and The Guti▇▇▇▇▇ ▇▇▇pany as insuredsother related services (which costs shall not exceed fifteen percent (15%) of all hard and soft costs of performing Tenant’s Work) and (d) building permits and other taxes, fees, charges and levies by Governmental Authorities for permits or for inspections of Tenant’s Work. In additionno event shall the Tenant Allowance be used for (w) the purchase of any furniture, personal property or other non-building system equipment, (x) the cost of work that is not authorized by the plans described in Exhibit B (which plans shall be subject to Landlord’s reasonable approval) or otherwise approved in writing by Landlord, (y) costs resulting from any default by Tenant of its obligations under this Lease or (z) costs that are recoverable or reasonably recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). Tenant's ’s Representative shall serve as construction contract, Tenant shall insure that the contract holds Landlord and The Guti▇▇▇▇▇ ▇▇▇pany harmless, and that Landlord and The Guti▇▇▇▇▇ ▇▇▇pany are additional named insureds on all manager for Tenant’s Work. Tenant’s performance of Tenant's insurance policies. It ’s Work shall be Tenant's contractor's responsibility performed so as not to obtain the building permit for said modifications to Premises. It shall be Tenant's responsibility to insure that all Tenant's general contractors subcontractors and materialmen are paid in full, and if a lien is placed upon damage the Building by any such contractor, subcontractor, materialmen, or other, to promptly remove such lien Lot or provide a bond reasonably satisfactory to Landlord and Landlord's mortgagee to insure that such lien will be paid in full while contesting such lieninterfere with Building or Lot operations. Landlord shall permit provide Tenant and Tenant's contractor ’s Contractor (as defined below) with reasonable access for construction to the Building in order to complete the base building improvements portion of modifications to Tenant's premises promptly after execution hereof’s Work. All changes and additions work described in Tenant’s Work shall be performed by a contractor selected by Tenant and approved by Landlord, which approval shall not be unreasonably withheld (“Tenant’s Contractor”). The performance of Tenant’s Work in accordance with this Lease shall not be deemed to be a violation of the Permitted Use of the Premises. Except as set forth in Sections 3.3 and 5.1.10 hereof and Exhibit E hereto, all Tenant’s Work shall become a part of the Building, except such items as by writing at the time of approval the parties agree either shall be removed by Tenant on Premises or Building and upon termination of this Lease, or Lease shall be removed considered to be the property of the Landlord. Tenant shall provide a draft of Exhibit E to Landlord on or left at prior to the Rent Commencement Date, which Exhibit E shall be subject to Landlord’s reasonable approval. Any unused portion of the Tenant Allowance shall be used to reduce Tenant's election’s monthly obligation of Annual Fixed Rent.

Initial Construction. Attached hereto are Tenant shall, on or before Tenant's Basic Approval Date, submit such information as may be required for preparation of preliminary plans showing proposed modifications and specifications for Tenant's Space, and , on or before Tenant's Final Plan Delivery Date, shall deliver to Premises. Within 20 days Landlord for approval complete sets of execution of the Lease, Landlord will prepare construction drawings and specifications prepared by a registered architect or engineer, sufficient for such modifications containing such details as dimensionscontract bidding and work completion, partition plansshowing: (a) the locations desired for partitions, dimensioned doors, electrical and telephone outlet plansswitches, modified reflected ceiling plansoutlets, room finish schedule, including wall, carpet, floor tilelighting fixtures, and VCT colors, floor tile and other necessary construction details and specifications for the completion of such work, all in a manner reasonably acceptable paint colors selected so far as same are to Tenant. Space planning, construction drawings, and specifications shall be provided by the Landlord pursuant to Tenant a no cost to Tenant. All construction of modifications to the plan or Tenant's Premises will be accomplished space referenced in Exhibit A, and (b) any changes or additions required by Tenant in the partitioning, flooring, ceiling and wall coverings, wall openings, electric, plumbing, heating, air-conditioning and ventilating systems and in other facilities for Tenant's contractor, which contractor Space specified in Exhibits A and B. Architectural and engineering services required for preparation of such construction drawings and specifications and any changes therein shall furnish be performed by Landlord's architect and engineer and the costs thereof paid by Tenant to Landlord evidence of insurance the extent they exceed the allowances as follows: General Liability and Property Damage - $2,000,000 Aggregate, $2,000,000 per Occurrence; Workmens Compensation, and an Owners and Contractors Protective Liability Policy provided in the amount of $1,000,000 naming the owner and The Guti▇▇▇▇▇ ▇▇▇pany as insureds. In addition, in Tenant's construction contract, Tenant shall insure that the contract holds Landlord and The Guti▇▇▇▇▇ ▇▇▇pany harmless, and that Landlord and The Guti▇▇▇▇▇ ▇▇▇pany are additional named insureds on all Exhibit B. All of Tenant's insurance policies. It changes and additions and installation of furnishings shall be Tenant's contractor's responsibility coordinated with any work being performed by Landlord and in such manner as to obtain maintain harmonious labor relations and not damage the building permit Building or Lot or interfere with Building operations. Except for said modifications to Premises. It installation of furnishings, all such work shall be Tenant's responsibility to insure that all Tenantperformed by Landlord's general contractors subcontractors contractor and materialmen are the costs thereof paid by the Tenant as provided in full, and if a lien is placed upon Exhibit B. Landlord will not approve: (a) any alterations or additions requiring unusual expense to readapt the Premises in the Building to normal office use on lease termination or increasing the cost of construction, insurance or taxes on the Building or of Landlord's services called for by any Section 5.1 unless Tenant first gives assurances acceptable to Landlord for payment of such contractor, subcontractor, materialmenincreased cost and that such readaptation will be made prior to such termination without expense to Landlord, or other, (b) any alterations or additions which will delay completion of the premises or the Buildings or result in a net credit to promptly remove such lien or provide a bond reasonably satisfactory Tenant under the provisions of Exhibit B attached to Landlord and Landlord's mortgagee to insure that such lien will be paid in full while contesting such lien. Landlord shall permit Tenant and Tenant's contractor access for construction of modifications to Tenant's premises promptly after execution hereofthis Lease. All changes and additions shall be part of the Building, Building except such items as by writing at the time of approval the parties agree either shall be removed by Tenant on termination of this Lease, or shall be removed Landlord agrees that Tenant may then elect to remove or left at Tenant's electionleave.

Initial Construction. Attached hereto are plans showing proposed modifications Tenant shall on or before Tenant's Design Completion Date, provide to Premises. Within 20 days of execution Landlord for approval a plan of the Lease, Landlord will prepare construction drawings and specifications for such modifications containing such details as dimensions, partition plans, dimensioned electrical and telephone outlet plans, modified reflected ceiling plans, room finish schedule, including wall, carpet, floor tile, and VCT colors, and other necessary construction details and specifications for Premises "marked" to show the completion of such work, all in a manner reasonably acceptable appropriate fit-up work to Tenant. Space planning, construction drawings, and specifications shall be provided performed by Landlord to Tenant a no cost to in accordance with the attached "Exhibit C" hereto. Tenant's interior furnishings, i.e., specification, coordination, supply and installation of furniture, furnishings, computer equipment, telephones and movable equipment will be the responsibility of Tenant. All construction of modifications to Tenant's Premises will construction, installation of furnishings, and later changes or additions shall be accomplished coordinated with any work being performed by Landlord in such a manner as to maintain harmonious labor relations and not damage the Building or Lot or interfere with Building operations. Except for installation of furnishings, including carpets, the installation of telephone systems, and computer network, which must be performed by Tenant's telephone contractor at Tenant's direction and expense (all telephone equipment, including the telephone interface, shall be installed within tenant's area), all such work shall be performed by Landlord's general contractor and Tenant shall pay therefor an amount equal to the cost of any changes requested by Tenant from the specifications in Exhibit C, including the cost to Landlord of the general contractor's overhead and profit, which contractor amount shall furnish be due and payable as additional rent, on the Commencement Date. Tenant shall have the right to install a wall in the lab area, as long as Landlord evidence of insurance as follows: General Liability and Property Damage - $2,000,000 Aggregateapproves the plan, $2,000,000 per Occurrence; Workmens Compensationwhich approval shall not be unreasonably withheld, and an Owners and Contractors Protective Liability Policy in Tenant obtains all necessary permits for such work. Landlord will not approve any construction, alterations, or additions requiring unusual expense to readapt the amount Premises to normal offic use on lease termination or increasing the cost of $1,000,000 naming the owner and The Guti▇▇▇▇▇ ▇▇▇pany as insureds. In additionconstruction, in Tenant's construction contract, Tenant shall insure that the contract holds Landlord and The Guti▇▇▇▇▇ ▇▇▇pany harmless, and that Landlord and The Guti▇▇▇▇▇ ▇▇▇pany are additional named insureds insurance or taxes on all of Tenant's insurance policies. It shall be Tenant's contractor's responsibility to obtain the building permit for said modifications to Premises. It shall be Tenant's responsibility to insure that all Tenant's general contractors subcontractors and materialmen are paid in full, and if a lien is placed upon the Building or of Landlord's services called for by any Section 5.1, unless Tenant first gives assurances acceptable to landlord that such contractor, subcontractor, materialmen, or other, readaptation will be made prior to promptly remove such lien or provide a bond reasonably satisfactory termination without expense to Landlord and Landlord's mortgagee makes provisions acceptable to insure that Landlord for payment of such lien will be paid in full while contesting such lienincreased cost. Landlord shall permit will also disapprove any alterations or additions requested by Tenant and Tenant's contractor access for construction which will delay completion of modifications to Tenant's premises promptly after execution hereofthe Premises or the Building. All changes and additions shall be part of the Building, except such items as by writing at the time of approval the parties agree either shall be removed by Tenant on termination of this Lease, or shall be removed or left at Tenant's election.

Initial Construction. Attached Landlord shall, at its sole cost and expense, cause (a) certain leasehold improvements to be substantially completed in the Premises in accordance with the preliminary plans and outline specifications, which plans and specifications are attached hereto are plans showing proposed modifications as Exhibit C and made a part hereof and (b) certain other improvements to Premisesbe made as set forth in Exhibit C-1 attached hereto and made a part hereof (collectively, all such work under clauses (a) and (b) is referred to herein as “Landlord’s Work”) prior to the Scheduled Term Commencement Date set forth in Section 1.1 hereof. Within 20 days of execution All of the Lease, Landlord will prepare construction drawings and specifications for such modifications containing such details as dimensions, partition plans, dimensioned electrical and telephone outlet plans, modified reflected ceiling plans, room finish schedule, including wall, carpet, floor tile, and VCT colors, and other necessary construction details and specifications for the completion of such work, all in a manner reasonably acceptable to Tenant. Space planning, construction drawings, and specifications Landlord’s Work shall be provided performed by Landlord to Tenant a no cost to Tenant. All construction of modifications to Tenant's Premises will be accomplished by Tenant's Landlord’s general contractor, which contractor shall furnish to Landlord evidence of insurance as follows: General Liability and Property Damage - $2,000,000 Aggregate, $2,000,000 per Occurrence; Workmens Compensation, and an Owners and Contractors Protective Liability Policy in the amount of $1,000,000 naming the owner and The Guti▇▇▇▇▇▇▇▇▇ ▇▇▇pany as insuredsConstruction Co., Inc. (“GCCI”). In additionAny additional work beyond the Landlord’s Work (“Additional Work”) requested by Tenant shall be performed by Landlord, at Tenant’s expense, in Tenant's construction contract, Tenant shall insure that an amount equal to the contract holds Landlord and The Gutiincremental additional direct cost to GCCI of the Additional Work (exclusive of any GCCI fees or general conditions) plus a ▇▇▇▇▇ ▇▇▇pany harmless-up of six (6%) percent of such direct cost. In no event shall any Additional Work be a condition of substantial completion of Landlord’s Work as hereafter provided in Section 3.2, to the extent the same would delay the schedule for completing Landlord’s Work. Landlord acknowledges that (i) Tenant may include one or more of the items of Additional Work listed on Exhibit C-2 attached hereto, (ii) that the same shall not delay the schedule, provided that Landlord is notified in writing on or before the Tenant’s Plan Submission Deadline which item(s) Tenant wishes to include and provides Landlord all relevant necessary information relating thereto prior to such time and (iii) that the same may remain in the Premises at the expiration or earlier termination of the Term. In connection therewith, ADD Inc. (“Tenant’s Architect”) shall, on Tenant’s behalf and at Tenant’s expense but subject to the allowance set forth below, prepare a set of design development control documents (as described hereafter) (the “Tenant’s Plans”) incorporating the preliminary plans and specifications attached hereto as Exhibit C for Landlord’s review and approval on or before March 19, 2007 (the “Tenant’s Plan Submission Deadline”). The parties shall review and approve Tenant’s Plans, each acting diligently and in good faith, and that Landlord shall initial the development control plans upon approval by both parties. Landlord’s review and The Guti▇▇▇▇▇ ▇▇▇pany are additional named insureds on all approval of Tenant's insurance policies’s Plans shall not be unreasonably withheld, conditioned or delayed, and Landlord shall provide comments on or an approval of Tenant’s Plans within five (5) business days after the date that such Tenant’s Plans are first submitted to Landlord for Landlord’s review and approval and within three (3) business days after the date that any revisions to Tenant’s Plans are submitted to Landlord for Landlord’s review and approval. It Landlord’s failure to provide comments within such time periods shall be deemed Landlord’s approval of Tenant's contractor's responsibility ’s Plans. Landlord hereby agrees to obtain provide Tenant with an allowance equal to $21,500 to be applied by Tenant towards the building permit for said modifications to Premisescost of having Tenant’s Architect prepare and complete the Tenant’s Plans. It Such reimbursement shall be made by Landlord to Tenant within 20 days after receipt of an invoice therefore containing reasonable back-up documentation evidencing same. Upon final approval of Tenant's responsibility ’s Plans, Landlord shall, at its expense, utilize the final, approved Tenant’s Plans to insure that produce the final set of construction plans and specifications necessary to price the cost of Landlord’s Work (collectively, the “Construction Documents”), which shall be consistent in all respects with the final approved Tenant's general contractors subcontractors and materialmen are paid in full, and if a lien is placed upon the Building by any such contractor, subcontractor, materialmen, or other, to promptly remove such lien or provide a bond reasonably satisfactory to Landlord and Landlord's mortgagee to insure that such lien will be paid in full while contesting such lien’s Plans. Landlord shall permit provide Tenant with copies of the complete set of the Construction Document promptly upon completion thereof for Tenant’s review and approval, and Tenant shall provide any comments on the Construction Documents within five (5) business days after the date that such Construction Documents are first submitted to Tenant for Tenant's contractor access ’s review and approval and within three (3) business days after the date that any revisions to the Construction Documents are submitted to Tenant for construction Tenant’s review and approval. Any failure by Tenant to provide comments within such time periods shall be deemed to be a Tenant Delay. The final, approved Construction Documents shall replace the preliminary set of modifications plans and outline specifications attached hereto as Exhibit C, whereupon said final set of Construction Documents shall be known and referred to hereunder as the “Landlord’s Plans.” Tenant may thereafter submit change orders to the Landlord’s Plans, which Landlord shall review and approve in accordance with the foregoing procedures (i.e., within five (5) business days for any submission and three (3) business days for any revisions), and Landlord’s response shall advise Tenant of any anticipated cost increases (or decreases in which case an appropriate credit shall be given to Tenant's premises promptly after execution hereof) or Tenant Delay associated with such change order. Landlord shall not charge any costs to Tenant for the review of plans or management or oversight of the design process. All Tenant improvements, changes and additions shall be part of the BuildingPremises and shall remain therein at the end of the Term, except such items as by writing at that Tenant’s business fixtures, equipment and personal property (which shall include, without limitation, Tenant’s demountable partitions, business equipment, and telephone or computer systems, but exclude telephone and computer systems wiring) shall remain the time property of approval the parties agree either Tenant and shall be removed at the expiration of the Term. Tenant agrees to repair, at its sole cost and expense, any damage to the Premises caused by any such removal by Tenant on termination of in accordance with this Lease, or shall be removed or left at Tenant's electionparagraph.

Initial Construction. Attached Landlord shall, at its sole cost and expense, cause (i) certain base Building improvements to be substantially completed in accordance with the plans and specifications attached hereto as Exhibit “B” (the “Base Building Work”) and (ii) certain leasehold improvements to be substantially completed in the Premises in accordance with the final approved plans and specifications prepared by Landlord’s architect and approved by Tenant as hereinafter provided, which preliminary plans and specifications are plans showing proposed modifications attached hereto as Exhibit “C” and made a part hereof (the “Tenant’s Work”; the Base Building Work and the Tenant’s Work shall collectively be referred herein at times as the “Landlord’s Work”) prior to Premisesthe Scheduled Term Commencement Date set forth in Section 1.1 hereof. Within 20 days of execution All of the Lease, Landlord will prepare construction drawings and specifications for such modifications containing such details as dimensions, partition plans, dimensioned electrical and telephone outlet plans, modified reflected ceiling plans, room finish schedule, including wall, carpet, floor tile, and VCT colors, and other necessary construction details and specifications for the completion of such work, all in a manner reasonably acceptable to Tenant. Space planning, construction drawings, and specifications work shall be provided performed by Landlord to Tenant a no cost to Tenant. All construction of modifications to Tenant's Premises will be accomplished by Tenant's Landlord’s general contractor, which contractor shall furnish to Landlord evidence of insurance as follows: General Liability and Property Damage - $2,000,000 Aggregate, $2,000,000 per Occurrence; Workmens Compensation, and an Owners and Contractors Protective Liability Policy in the amount of $1,000,000 naming the owner and The Guti▇▇▇▇▇▇▇▇▇ ▇▇▇pany Construction Co., Inc. (“GCCI”) utilizing its standard building materials and finishes for the Building, which are consistent with industry standard for a Class A building, except as insuredsotherwise may be provided in Exhibits “B” and “C”. In connection therewith, Landlord agrees to provide ah space planning and design services. Landlord shall, at Landlord’s sole cost and expense, prepare and deliver to Tenant final architectural plans and associated specifications (excluding mechanical, electrical and plumbing) for the Tenant’s Work incorporating said preliminary plans and specifications attached hereto at Exhibit “C” (collectively, the “Tenant’s Plans”) for the planned improvements of the Premises (specifically including Phases 1 and 2) by July 23, 2008, provided Tenant furnishes to Landlord no later than July 9, 2008 all Tenant fit-out requirements for construction of the improvements in the Premises. In connection therewith, Tenant agrees to furnish to Landlord a list of any “long lead” items that may affect the timely completion of the Premises, which such items shall include, for example, doors, aluminum frames, chiller, vertical fan coils, generator, 600 amp switch, UPS, lights, carpet and any other item having a delivery time of four (4) or more weeks by July 10, 2008, Landlord and Tenant agreeing to finalize the “long lead” items as soon as possible such that Landlord may release/award the same together with mechanical, electrical, plumbing and drywall subcontracts, by July 10, 2008. Other items shall be released/awarded once Landlord and Tenant have approved the Tenant’s Plans as hereinafter provided, but in no event shall such other critical path items be awarded later than August 6, 2008. Landlord may, at its election, permit Tenant to review and provide input during the preparation of Tenant’s Plans and may provide Tenant with preliminary plans and specifications as they are made available to Tenant. Upon receipt, Tenant shall have ten (10) days to comment upon the Tenant’s Plans and shall be deemed approved in the event that Tenant fails to respond within such ten (10) day period. Landlord and Tenant shall use good faith, diligent efforts to agree on the Tenant’s Plans in a timely manner (i.e. by August 2, 2008). In reaching such agreement, Landlord and Tenant shall each approve portions of Tenant’s Plans that are acceptable and shall note their respective objections to the portions that are unacceptable to each of them so as to enable Landlord to continue construction and order materials in a timely manner. In connection with Tenant’s review of the Tenant’s Plans, or if Tenant fails to deliver comments to the Tenant’s Plans (or any modifications thereto), Landlord may require by prompt written notice to Tenant an adjustment in the Scheduled Term Commencement Date (such adjustment to be determined by Landlord in its reasonable judgment). Landlord’s notice to Tenant shall include reasonable detail describing the cause of the adjustment and the resulting extension of time caused by Tenant’s delay (a “Tenant Plan Delay Day(s)”). Any such extension in time, whether mutually agreed to by Landlord and Tenant or determined by their respective architects in the event of dispute pursuant to Section 3.5, shall result in Tenant’s Plan Delay Days as hereinbefore determined, in addition, Landlord will not approve Tenant’s Plans (or changes to Tenant’s Plans) which involve any construction, alterations or additions requiring unusual expense to readapt the Premises to normal office use on the Term Expiration Date, unless Tenant first gives assurances acceptable to Landlord that such readaptation shall be made prior to such termination without expense to Landlord. All revisions and modifications to the Tenant’s Plans shall be made promptly by Landlord and revised sets of Tenant’s Plans shall be forthwith furnished to Tenant upon Landlord’s receipt thereof, Landlord hereby agreeing to inform Tenant during the plan approval process and, in any event, prior to the installation thereof, of any such items that may require unusual expense to readapt the Premises as aforesaid. All revisions and modifications to the Tenant’s Plans shall be made promptly by Landlord and revised sets of Tenant’s Plans shall be forthwith furnished to Tenant upon Landlord’s receipt thereof. Landlord and Tenant hereby further agree to acknowledge in writing when final approval by Landlord and Tenant of Tenant’s Plans has occurred. No changes or modifications to Tenant’s Plans being constructed by Landlord pursuant thereto shall be made without Tenant’s consent, such consent not to be unreasonably withheld or delayed by Tenant. Landlord shall cause the Premises to be completed in accordance with Tenant’s Plans. After final approval of Tenant’s Plans by Landlord and Tenant, the Tenant may request changes to Tenant’s Work by altering, adding to, or deducting from Tenant’s Work as set forth in the agreed form of Tenant’s Plans (each such requested change shall be submitted pursuant to the form of Change Order attached hereto as Exhibit “L” and shall be referred to herein as a “Change Order”). A Change Order requested by Tenant in Tenant’s Work may also necessitate an adjustment in the Scheduled Term Commencement Date and may result in Tenant Alteration Delay Days (as hereinafter defined), in accordance with and subject to the terms and conditions set forth below. Landlord shall notify Tenant in writing of the cost of the Change Order (and effect on the Cost of Tenant’s Work) and if such requested Change Order shall result in Tenant Alteration Delay Days, and therefore an adjustment in the Scheduled Term Commencement Date. Tenant shall have three (3) business days to accept such Change Order (and the resulting cost and timing changes as set forth in Landlord’s notice) or to withdraw the requested Change Order. Failure by Tenant to respond within such three (3) business days shall be deemed a rejection of the Change Order. In addition, Landlord agrees to provide Tenant, upon Tenant’s request, with sufficient itemization and back-up documentation to facilitate analysis and to confirm the cost of any such changes in the Tenant's construction contract, ’s Work initiated by Tenant. Tenant shall insure pay to Landlord an amount equal to the actual Cost of Change Orders less credits for any Tenant’s Work deleted, in excess of an allowance (the “Allowance”) equal to $42.66/RSF, or $3,220,616.70 in total (the “Allowance”; hereinafter, collectively the “Cost of Tenant’s Work”). Included in all costs shall be a contractor’s fee of six percent (6%). The Cost of Tenant’s Work shall be fully paid by Tenant (and/or credited against the Allowance, as applicable) within fourteen (14) business days of receipt of an invoice from Landlord but after all of the Allowance has been exhausted by Tenant. In the event that Tenant does not fully utilize the contract holds Allowance, any remaining amount shall be credited against the Fixed Rent until all such amounts have been utilized. In the event that Tenant requests a Change Order which would, due to materials or equipment having long delivery times or due to resulting sequencing delays, and notwithstanding Landlord’s diligent efforts, result in a delay in the Scheduled Term Commencement Date, then Tenant shall be deemed to have agreed that it will pay Fixed Rent (as hereinafter provided in Section 4.1) and additional rent hereunder for a number of days equal to the actual number of days (the “Tenant Alteration Delay Days”) as certified by Landlord and The Guti▇▇▇▇▇ ▇▇▇pany harmlessits architect, and that Landlord and The Guti▇▇▇▇▇ ▇▇▇pany are additional named insureds on all of Tenant's insurance policies. It shall be Tenant's contractor's responsibility agreed to obtain the building permit for said modifications to Premises. It shall be Tenant's responsibility to insure that all Tenant's general contractors subcontractors and materialmen are paid in full, and if a lien is placed upon the Building by any such contractor, subcontractor, materialmen, or other, to promptly remove such lien or provide a bond reasonably satisfactory to Landlord and Landlord's mortgagee to insure that such lien will be paid in full while contesting such lien. Landlord shall permit Tenant and Tenant's contractor access ’s architect, by which the Scheduled Term Commencement Date would be delayed by such alterations or additions, giving due consideration to Landlord’s obligation to use diligent efforts to accelerate construction to make up for construction lost time due to delays. Landlord agrees to promptly provide Tenant with written notice of modifications such determination, such notice to Tenant's premises promptly after execution include reasonable detail describing the cause of the delay and the number of Tenant Alteration Delay Days as certified by Landlord and its architect. Should Tenant disagree with the calculation of Tenant Alteration Delay Days as hereinabove determined, then such disagreement shall be resolved pursuant to the provisions of Section 3.5 hereof. All Tenant improvements, changes and additions comprising the Tenant’s Work shall be part of the BuildingPremises and shall remain therein at the end of the Term), except for Tenant’s business fixtures, equipment (including generators purchased out of the Allowance), furniture (including furniture purchased out of the Allowance) and personal property (which such items as by writing at personal property shall include, without limitation, demountable partitions, equipment and telephone, security or computer systems), all of which fixtures, equipment, furniture and personal property shall remain the time property of approval the parties agree either Tenant and shall be removed by Tenant on termination at the expiration of this Lease, or the Term; and such other items shall be removed or left as the Landlord and Tenant agree in writing at the tune of Landlord’s approval of the Tenant's election’s Plans as hereinafter provided. Tenant agrees to repair, at its sole cost and expense, any damage to the Premises caused by any such removal by Tenant in accordance with this paragraph and Section 6.1.2 hereof. Tenant (including its contractors, agents or employees) shall have access to the Premises, four (4) weeks prior to the Scheduled Term Commencement Date applicable to each Phase of the Premises so as to prepare the Premises for occupancy by Tenant (including for telephone/data, security and furniture installations), provided that (i) Tenant’s contractors, agents or employees work in a harmonious labor relationship with Landlord’s general contractor; (ii) reasonable prior notice is given to Landlord specifying the work to be done, and (iii) no work, as reasonably determined by Landlord, shall be done or fixtures or equipment installed by Tenant in such manner as to materially interfere with the completion of the work being done by or for Landlord in the Premises or the Building. During any such early access period, no Fixed Rent or additional rent or other charges shall accrue or be payable, but otherwise the performance of any such work by Tenant shall be subject to all the terms, covenants and conditions contained in this Lease. In connection with the initial construction and delivery of the Premises to Tenant, Landlord agrees to provide Tenant with the following allowances, in addition to the Allowance: (i) up to $600,000 to be used for systems furniture or furnishings for Tenant’s network operations center or training facility, which such furniture shall remain the property of Tenant, unless there is a continuing, uncured Event of Default (as defined in Section 9.1 of this Lease) in which event such furniture shall automatically become the property of Landlord; (ii) up to $250,000 to be used to offset moving expenses; and (iii) up to $25,000 for building signage as hereinafter provided in Section 6.1.20. Tenant shall furnish to Landlord reasonable back up documentation evidencing the foregoing prior to any payment by Landlord. The parties agree to execute a ▇▇▇▇ of sale to confirm furniture ownership, at the request of either party. Further, Landlord agrees to provide Tenant with the ability to amortize up to an additional $250,000 over the Term at a rate equal to eight percent (8%) per annum to be used for telephone/data infrastructure. Tenant agrees to provide Landlord with reasonable back up documentation evidencing the foregoing prior to any payment by Landlord. The parties shall execute an amendment to this Lease, in mutually agreeable form, evidencing any such amortization and resulting Rent changes.

Initial Construction. Attached hereto are plans showing proposed modifications Manager acknowledges that Port, the Authority, and the City have no obligation with respect to Premises. Within 20 days of execution initial construction of the Convention Center (other than the obligation to request Facility Lease Advance Rent or Sublease Advance Rent, the obligation to keep and record a Sublease Advance Rent Register, and the obligation to pay over to any Subleases Advance Rent paid to the City to the Authority) and, for so long as each of the Site Lease, Landlord will prepare construction drawings and specifications for such modifications containing such details as dimensions, partition plans, dimensioned electrical and telephone outlet plans, modified reflected ceiling plans, room finish schedule, including wall, carpet, floor tileFacility Lease, and VCT colorsSublease remain in effect, the maintenance and other necessary construction details and specifications for repair of the completion of such work, all in a manner reasonably acceptable to TenantConvention Center. Space planning, construction drawings, and specifications shall be provided by Landlord to Tenant a no cost to Tenant. All construction of modifications to Tenant's Premises will be accomplished by Tenant's contractor, which contractor shall furnish to Landlord evidence of insurance as follows: General Liability and Property Damage - $2,000,000 Aggregate, $2,000,000 per Occurrence; Workmens Compensation, and an Owners and Contractors Protective Liability Policy in the amount of $1,000,000 naming the owner and The GutiManager ▇▇▇▇▇▇ ▇▇▇pany as insureds. In additionagrees to fully and forever release the Port, in Tenant's construction contract, Tenant shall insure that the contract holds Landlord and The Guti▇▇▇▇▇ ▇▇▇pany harmlessAuthority, and the City from any liability arising from the initial construction, maintenance and repair of the Convention Center and expressly waives the provisions of Section 1542 of the California Civil Code which provides: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR." 9. Limitation on the Designated Owner’s Liability. Without impacting the effect of the liability limitations set forth in the Management Agreement, the Designated Owner shall have no obligation, nor shall it incur any liability, beyond the Designated Owner’s interest in the Facility (whether fee interest, leasehold interest, or otherwise), and Manager shall look exclusively to such interest of the Designated Owner as a limit for the payment and discharge of any obligations imposed upon the Designated Owner hereunder or under the Management Agreement or for recovery of any judgment from the Designated Owner, and in no event shall the Designated Owner or any of their respective officers, directors, shareholders, agents, administrators, representatives, servants, employees or partners ever be personally liable for such judgment. For sake of clarity, if the Sublease, Facility Lease or Site Lease is terminated, the Management Agreement remains in effect, and the applicable Designated Owner is recognized as “Owner” pursuant to this Agreement, then such Designated Owner’s assets (other than its interest in the Facility) will not be subject to, or, unless the Designated Owner so chooses (in its sole discretion), a source of payment of, any liability or obligation that Landlord and The Guti▇▇▇▇▇ ▇▇▇pany are additional named insureds on all of Tenant's insurance policiesmay be owed by the Designated Owner to Manager pursuant to the Management Agreement (as modified by this Agreement). It shall be Tenant's contractor's responsibility is the intent of this provision to obtain create the building permit for said modifications to Premisessame result as would apply if Designated Owner were a single purpose limited liability company whose sole assets were the Facility and the proceeds thereof. It shall be Tenant's responsibility to insure that all Tenant's Under no circumstances would the general contractors subcontractors and materialmen are paid in fullfund of the Port, and if a lien is placed upon the Building by any such contractor, subcontractor, materialmenAuthority, or other, the City be subject to promptly remove such lien a claim or provide a bond reasonably satisfactory liability under the Management Agreement (as modified by this Agreement) except to Landlord the extent (and Landlord's mortgagee solely to insure the extent) that such lien will be paid in full while contesting such lien. Landlord shall permit Tenant and Tenant's contractor access for construction of modifications to Tenant's premises promptly after execution hereof. All changes and additions shall be part any proceeds from the sale or assignment of the BuildingPort, except such items as by writing at Authority, or City’s interest in the time of approval the parties agree either shall be removed by Tenant on termination of this Site Lease, Facility Lease, or shall be removed the Sublease, respectively, in the Facility are received by the Port, the Authority, or left at Tenant's electionthe City, as applicable, after the relevant party is recognized as the “Designated Owner” and added to the such party’s general fund.