Common use of Tenant Improvements Clause in Contracts

Tenant Improvements. Landlord shall cause the Core and Shell Contractor or another Contractor designated by Landlord and approved by Tenant, such consent not to be unreasonably withheld or delayed (“TI Contractor”, and together with Core and Shell Contractor, “Contractor”) to commence and thereafter diligently prosecute the construction of the tenant improvements in the Premises pursuant to the Work Letter (the “Tenant Improvements”); provided, however, that before performing the Tenant Improvements, Landlord shall prepare in good faith an estimated budget for the construction of the Tenant Improvements and deliver such budget to Tenant for Tenant’s written approval prior the start of construction (the “Budget”). Landlord and Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope of the Tenant Improvements to bring the same in line with a budget reasonably acceptable to Tenant. The Tenant Improvements shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans (as defined in the Work Letter). Tenant shall pay all TI Costs, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (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). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvements.

Tenant Improvements. Tenant will cause to be constructed, at Tenant’s sole cost and expense (subject to Landlord’s payment of the Improvement Allowance), the Tenant Improvements. The Tenant Improvements will be designed and constructed as described in this Exhibit “D”. Tenant will select the Contractor to be the general contractor to perform the Work. Landlord shall cause have the Core and Shell Contractor or another Contractor designated by Landlord and approved by Tenant, right to approve (such consent approval not to be unreasonably withheld withheld, conditioned or delayed (“TI Contractor”, delayed) the Contractor and together with Core and Shell Contractor, “Contractor”) to commence and thereafter diligently prosecute the construction all subcontractors that will be performing any portion of the tenant improvements in the Premises pursuant to Work. All contractors that will be performing any portion of the Work Letter (shall be union contractors. Tenant will pay all direct and indirect costs of the “Tenant Improvements”); provided, however, that before performing the Tenant Improvements, Landlord shall prepare in good faith an estimated budget for the design and construction of the Tenant Improvements and deliver such budget (subject to Tenant the Landlord’s payment of the Improvement Allowance as provided for Tenant’s written approval prior the start of construction (the “Budget”herein). Landlord Such costs may include, without limitation, all costs of preparing the Space Plan, construction document preparation, design, Plans and Specifications, general conditions, labor, materials, and other construction costs, the fees (on an hourly basis) of Contractor’s project manager and site superintendent for the Tenant shall work together cooperatively Improvements, and all costs incurred in good faith to achieve connection with obtaining permits for the Tenant Improvements. For all purposes of ownership, including risk of loss thereto, the Tenant Improvements will immediately upon installation be and remain a mutually acceptable Budget. Landlord shall update part of the Budget for Tenant’s review Building and approval at reasonable intervals and shall notify Tenant the property of Landlord, provided that as provided in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceededSection 15 of this Lease, Landlord may require Tenant to remove same upon the expiration or earlier termination of the Lease Term. Tenant currently occupies the Premises under the Existing Sublease and Landlord permits Tenant shall work together cooperatively, if required by Tenant, to modify the scope immediately commence construction of the Tenant Improvements to bring from and after the same in line with a budget reasonably acceptable Effective Date of this Lease [subject to Tenant. The Tenant Improvements shall be performed in a workmanlike manner ’s compliance with the terms and shall substantially conform with Applicable Laws and the Approved TI Plans (as defined in the Work Letter). Tenant shall pay all TI Costs, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot conditions of the Premises Existing Sublease (the “Initial TI Allowance”if then applicable), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any Tenant’s receipt of approval from Tenant’s sublessor thereunder]. Tenant shall use its best efforts to complete the Attached Property (Tenant Improvements on or before July 31, 2017. Notwithstanding the foregoing sentence to the contrary, as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections part of the Tenant Improvements, Tenant shall perform the work necessary to separately demise the Premises from the remaining portion of the sixth (6th) floor of the Building, including the installation of a demising wall (the “Demising Work”) on or before April 1, 2017. Tenant acknowledges that the tenant in the premises adjacent to the Premises will also be performing demising work. Tenant’s performance of the Demising Work shall be coordinated with Landlord and (vi) Tenant shall cooperate with Landlord and/or Landlord’s contractors in all ways to ensure the Warm Shell Costsefficient and expeditious scheduling, staging and performance of the Demising Work. In no event The Demising Work shall not adversely affect any construction work being performed by or for Landlord or its tenants and shall be performed in harmony with Landlord’s contractors and subcontractors and with other contractors and subcontractors in the TI Allowance be used for: (w) Complex. Tenant shall impose on and enforce all applicable terms of this Tenant Improvements Agreement against Tenant’s contractors. Landlord shall have the purchase right to order Tenant or any of Tenant’s contractors who violate the requirements imposed on Tenant or Tenant’s contractors in performing the Demising Work to cease performance of the Demising Work and to remove its equipment and employees from the Building. No such action by Landlord shall cause any furniture, personal property or other non-building system equipment, (x) costs resulting from a extension of the Commencement Date nor relieve Tenant Delay, (y) costs resulting from any default by Tenant of its obligations under this the Lease. Further, notwithstanding anything herein to the contrary, any delay in the completion of the Demising Work, or any interference to Tenant’s business operations or inconvenience suffered by Tenant during the performance of any adjacent tenant’s demising work shall not subject Landlord to any liability for any loss or damages resulting there from nor entitle Tenant to any credit, abatement or adjustment of Rent or other sum payable under the Lease, or (z) costs that are recoverable or reasonably recoverable by as amended hereby. During Tenant’s design, construction and installation of the Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI AllowanceImprovements, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant andpay for all Building services and utilities, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent required, (i) in accordance with the same result Existing Sublease from Landlord’s gross negligencethe Effective Date through March 31, intentional misconduct or breach of Lease. Landlord 2017, and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability(ii) in accordance with this Lease from and after April 1, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvements2017.

Tenant Improvements. Landlord shall cause the Core and Shell Contractor or another Contractor designated by Landlord and approved by Tenant, such consent not to be unreasonably withheld or delayed The tenant improvement work (“TI Contractor”, and together with Core and Shell Contractor, “ContractorTenant Improvements”) shall consist of any work required to commence and thereafter diligently prosecute the construction of the tenant improvements in complete the Premises pursuant to the Work Letter (the “approved plans and specifications. Tenant Improvements”); provided, however, that before performing shall employ its own architect and general contractor in constructing the Tenant Improvements, subject to Landlord’s reasonable prior approval. Notwithstanding the foregoing, if the Tenant Improvement work requires a permit from the City of San Diego, then the general contractor shall be selected and engaged by Tenant on the basis of a competitive bid involving 3 pre-selected general contractors reasonably approved by Landlord and Tenant. The Tenant Improvement work shall prepare be completed by the general contractor with the lowest bid. The work shall be undertaken and prosecuted in good faith an estimated budget accordance with the following requirements (provided that, to the extent Tenant elects to perform Tenant Improvements without applying the Landlord Contribution (defined below) to the payment of such Tenant Improvements, then (except with respect to Tenant’s right to apply the Landlord Contribution towards the Basic Rent Credit as set forth below) this Work Letter shall not apply, and Section 7.3 of the Lease shall be solely applicable to such Tenant Improvements, which shall constitute Alterations for all purposes thereunder): A. Concurrently with approval being granted by Tenant, the space plans, construction drawings and specifications for all improvements and finishes, together with any changes thereto for the construction Tenant Improvements, shall be submitted to Landlord (with samples as required) for review and approval by Landlord and its architect for the Project (as described in Article I of the Lease). In lieu of disapproving an item, Landlord may approve same on the condition that Tenant Improvements and deliver such budget pay to Tenant for Tenant’s written approval Landlord, prior to the start of construction (and in addition to all sums otherwise due hereunder, an amount equal to the cost, as reasonably estimated by Landlord, of removing and replacing the item upon the expiration or termination of the Lease. Should Landlord approve work that would necessitate any ancillary Building modification or other expenditure by Landlord, then except to the extent of any remaining balance of the “BudgetLandlord Contribution”). , Tenant shall, in addition to its other obligations herein, promptly fund the cost thereof to Landlord. B. All construction drawings prepared by Tenant’s architect shall follow Landlord’s CAD standards, which standards shall be provided to Tenant or its architect upon request. C. Landlord and shall, subject to the foregoing, approve or disapprove any submittal of plans or specifications by Tenant within 5 business days following receipt thereof by Landlord. D. Tenant shall work together cooperatively use the electrical, mechanical, plumbing and in good faith fire/life safety engineers and subcontractors designated by Landlord. All other subcontractors shall be subject to achieve Landlord’s reasonable approval. E. Tenant shall deliver to Landlord a mutually acceptable Budget. Landlord shall update copy of the Budget final application for permit and issued permit for the construction work, if any. F. Tenant’s review general contractor and approval at reasonable intervals and each of its subcontractors shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope of the Tenant Improvements to bring the same in line comply with a budget reasonably acceptable to Tenant. The Tenant Improvements shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans (Landlord’s requirements as defined in the Work Letter). Tenant shall pay all TI Costs, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Workgenerally imposed on third party contractors, including without limitation all insurance coverage requirements and the hard and soft costs obligation to furnish appropriate certificates of (i) insurance to Landlord prior to commencement of construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or . G. A construction management fees paid by Tenant schedule shall be provided to an unaffiliated third party (such fees not Landlord prior to exceed three percent (3%) commencement of the TI Allowance)construction work, (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any weekly updates shall be supplied during the progress of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections work. H. Tenant shall give Landlord 10 days prior written notice of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase commencement of any furniture, personal property or other construction so that Landlord may cause an appropriate notice of non-building system equipment, (x) costs resulting from a Tenant Delay, (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). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced responsibility to be within the Budget posted. I. Tenant and previously paid TI Deposit, Tenant its general contractor shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from attend weekly job meetings with Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to construction manager for the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant ImprovementsProject.

Tenant Improvements. (a) On or before February 15, 2003, Tenant shall prepare or cause to be prepared and delivered to Landlord detailed final plans and specifications showing all improvements and alterations which Tenant desires to make to the Premises. Landlord shall cause approve or disapprove said plans and specifications within fifteen (15) business days of the Core and Shell Contractor or another Contractor designated receipt thereof, stating the reason for any disapproval in writing. If Tenant has not received comment within said fifteen (15) day period from Landlord in writing, Landlord’s approval shall be deemed granted. Once approved by Landlord and approved by Tenant, such consent not the aforesaid final plans and specifications shall be deemed to be unreasonably withheld or delayed “Tenant Plans”. (“TI Contractor”b) So long as Tenant is not in default hereunder, and together with Core and Shell Contractor, Landlord agrees to pay to Tenant’s contractor as designated in writing by tenant (“Contractor”) an allowance of twenty seven dollars ($27) per square foot of usable Square Feet or two hundred five thousand and two hundred Dollars ($205,200.00) (“Allowance”) to commence be applied to the costs and thereafter diligently prosecute expenses incurred in connection with the construction completion of the Tenant Plans. Tenant shall submit Contractor’s bills to Landlord at the completion of every calendar month and Landlord shall make payments of the Allowance to Contractor within ten (10) days thereafter. . (c) Tenant shall submit said Tenant Plans to the City of ▇▇▇▇▇ within ten (10) days after Landlord’s approval, and shall use all reasonable efforts to obtain all necessary permits from the City of ▇▇▇▇▇. Tenant shall cause the tenant improvements improvement work in the Premises pursuant to be completed promptly after the Work Letter (issuance of a permit of Tenant Improvements at Tenant’s expense in accordance with Tenant’s Plans. The Lease will commence upon the “Tenant Improvements”); provided, however, that before performing the Tenant Improvements, Landlord shall prepare in good faith an estimated budget for the construction earlier of the Tenant Improvements and deliver completion of tenant improvements or June 17, 2003 subject only to delays caused by events of force majeure. In the performance of such budget to Tenant for Tenant’s written approval prior the start of construction (the “Budget”). Landlord and work, Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required governed by Tenant, to modify the scope Article 12 of the Tenant Improvements to bring the same in line with a budget reasonably acceptable to Tenant. The Tenant Improvements Lease, and all work shall be performed in a compliance with all governmental building codes in an acceptable workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans (as defined in the Work Letter). Tenant shall pay all TI Costs, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (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). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvementsmanner.

Tenant Improvements. Following the date on which Landlord has ------------------- tendered the Premises to Tenant (which shall cause the Core and Shell Contractor or another Contractor designated by Landlord and approved by Tenant, such consent not to be unreasonably withheld or delayed (“TI Contractor”, and together with Core and Shell Contractor, “Contractor”) to commence and thereafter diligently prosecute the upon substantial completion of Landlord's construction of the Building), the tenant improvements in the Premises pursuant to the Work Letter (the “Tenant "Improvements”); provided") shall be constructed at Tenant's expense, however, that before performing the Tenant Improvements, Landlord shall prepare in good faith an estimated budget for the construction of the Tenant Improvements and deliver such budget to Tenant for Tenant’s written approval prior the start of construction except as provided ------------- below. (the “Budget”). Landlord and 1) Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update bear the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope of the Tenant Improvements to bring the same in line with a budget reasonably acceptable to Tenant. The Tenant Improvements shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans (as defined in the Work Letter). Tenant shall pay all TI Costs, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses entire cost of performing the TI Work, including without limitation Work (defined below) relating to the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures Improvements (including, without limitation, any design of the Attached Property (as defined in Section 18.5), (v) building permits Improvements and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections preparation of the Tenant ImprovementsWorking Drawings, costs of construction labor and (vimaterials, electrical usage during construction, additional janitorial services, general tenant signage, related taxes and insurance costs relating thereto, all of which costs are herein collectively called the "Total Construction Costs") the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (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). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate excess of the TI Costs set forth in ------------------------ Construction Allowance. Upon approval of the Budget underestimates Working Drawings for the amount Improvements and selection of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Depositcontractor, Tenant shall promptly pay execute a work order agreement prepared by Landlord which identifies such drawings, itemizes the Total Construction Costs and sets forth the Construction Allowance. (2) Provided no Event of Default exists, Landlord shall provide to Tenant a construction allowance for the Improvements (the "Construction ------------ Allowance") equal to the lesser of (A) the Total Construction Costs --------- incurred for the Improvements or (B) the product of $15.00 times the actual rentable area of the Premises (as determined by Landlord's architect pursuant to Section 1.(a)). To the extent Tenant is entitled to receive such allowance, the construction allowance shall be disbursed in monthly advances based on the costs of the work incurred. Tenant shall submit to Landlord (but not more frequently than once per month) construction allowance requests accompanied by all invoices from contractors, subcontractors, and suppliers evidencing the cost of performing the Work for which the request is being submitted, together with lien waivers from such parties. Provided that no Event of Default exists, Landlord shall make advances of the construction allowances within ten days after its receipt of the advance request accompanied by the appropriate documentation; however, the final draw of the Construction Allowance, which ---------------------- shall not be less than 10% of the amount of such allowance, shall not be disbursed until Landlord has received final lien waivers from all persons performing work or supplying materials for the Improvements and a certificate of occupancy from the appropriate governmental authority, if applicable to the Work for the Improvements, or, if applicable, evidence of governmental inspection and approval of the Work for the Improvements. Tenant shall have the right to apply any unused portion of the Construction Allowance toward other non-specific improvements relating to the finish-out of the Premises. If Landlord constructs the Improvements on behalf of Tenant, then all costs relating to the construction thereof and of other improvements requested by Tenant such as a skybridge, energy management system and monument sign, in excess of the Construction Allowance shall be payable to ---------------------- Landlord as additional amount to Landlordrent, and such additional excess amount shall be added to amortized on a monthly basis over the TI DepositTerm using an interest rate of eleven percent (11%). If Such excess amount shall not be greater than $500,000; however, such other improvements which are not essentially "building standard" in nature (such as those set forth in this paragraph) shall not exceed the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvements$300,000.

Tenant Improvements. Landlord All Tenant Improvements shall cause the Core and Shell Contractor or another Contractor designated by Landlord and approved be performed by Tenant’s contractor, such consent not at Tenant’s sole cost and expense (subject to be unreasonably withheld or delayed (“TI Contractor”, and together Landlord’s obligations with Core and Shell Contractor, “Contractor”) respect to commence and thereafter diligently prosecute the construction any portion of the tenant improvements TI Allowance and in accordance with the Premises pursuant to Approved Plans (as defined below), the Lease and this Work Letter (Letter. To the “Tenant Improvements”); provided, however, extent that before performing the Tenant Improvements, Landlord shall prepare in good faith an estimated budget for the construction total projected cost of the Tenant Improvements and deliver (as projected by Landlord) exceeds the TI Allowance (such budget to Tenant for Tenant’s written approval prior the start of construction (excess, the “BudgetExcess TI Costs”). Landlord and , Tenant shall work together cooperatively and advance to Landlord any Excess TI Costs within ten (10) days after receipt of an invoice therefor, but in good faith to achieve a mutually acceptable Budget. Landlord shall update any case before Tenant commences the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceededImprovements. If there is an indication that the Budget is likely actual Excess TI Costs are less than the Excess TI Costs paid by Tenant to be exceededLandlord, Landlord and Tenant the provisions of Section 6.1 shall work together cooperatively, if required apply to the overage paid by Tenant, to modify . If the scope cost of the Tenant Improvements to bring (as projected by Landlord) increases over Landlord’s initial projection, then Landlord may notify Tenant and Tenant shall deposit any additional Excess TI Costs with Landlord in the same way that Tenant deposited the initial Excess TI Costs. If Tenant fails to pay, or is late in line paying, any sum due to Landlord under this Work Letter, then Landlord shall have all of the rights and remedies set forth in the Lease for nonpayment of Rent (including the right to interest and the right to assess a late charge), and for purposes of any litigation instituted with a budget reasonably acceptable regard to Tenantsuch amounts the same shall be considered Rent. The All material and equipment furnished by Tenant or its contractors as the Tenant Improvements shall be new or “like new;” the Tenant Improvements shall be performed in a first-class, workmanlike manner and shall substantially conform with Applicable Laws manner; and the Approved TI Plans (as defined in quality of the Work Letter)Tenant Improvements shall be of a nature and character not less than the Building Standard. Tenant shall pay all TI Coststake, except that Landlord and shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of require its contractors to take, commercially reasonable steps to protect the Premises (during the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses performance of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, including covering or temporarily removing any window coverings so as to guard against dust, debris or damage. All Tenant Improvements shall be performed in accordance with Article 17 of the Lease; provided that, notwithstanding anything in the Lease or this Work Letter to the contrary, in the event of a conflict between this Work Letter and (vi) Article 17 of the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (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). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant terms of this Work Letter shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvementsgovern.

Tenant Improvements. Landlord will be responsible for designing and constructing Tenant Improvements required by and agreed to in writing by Tenant using the Tenant Improvement Allowance. Landlord shall cause the Core be responsible for applying for and Shell Contractor or another Contractor designated by Landlord obtaining all permits, licenses and approved by Tenant, such consent not to be unreasonably withheld or delayed certificates (“TI Contractor”, and together with Core and Shell Contractor, “Contractor”including zoning approvals) to commence and thereafter diligently prosecute the construction of the tenant improvements in the Premises pursuant to the Work Letter (the “Tenant Improvements”); provided, however, that before performing the Tenant Improvements, Landlord shall prepare in good faith an estimated budget necessary for the construction of Tenant Improvements. Landlord represents that all Tenant Improvements will be in compliance with all local, state and federal laws, rules, orders, regulations and codes including, without limitation, the Americans with Disabilities Act. Tenant Improvement Allowance may be used to pay for any Tenant Improvements to prepare the Premises for Tenant’s occupancy, and any other expenses associated with Tenant’s relocation to the premises including, without limitation, design and construction of the Rentable Area, cabling and other installation of information technology equipment and capabilities, and purchase and installation of furniture and fixtures. Any costs and expenses for Tenant Improvements in excess of the Tenant Improvement Allowance (“Excess Tenant Improvement Costs”) shall be the responsibility of the Tenant. In the event that the Tenant Improvement Allowance is insufficient to fully cover the cost of the Tenant Improvements required by and deliver such budget agreed to by Tenant, Landlord shall so advise Tenant for at the earliest possible opportunity and obtain Tenant’s written approval prior to initiating any Tenant Improvements the start cost of construction (which will be fully or partially Excess Tenant Improvement Costs. Prior to the “Budget”). Landlord and Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceededCommencement Date of this Lease, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope of the agree whether any Excess Tenant Improvements to bring the same in line with a budget reasonably acceptable to Tenant. The Tenant Improvements Improvement Costs shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and paid to Landlord by an adjustment to the Approved TI Plans (as defined in the Work Letter). Base Rent Rate, or whether Tenant shall pay the Excess Tenant Improvement Costs to Landlord immediately in a lump sum. In the absence of any such agreement between Landlord and Tenant, all TI Costs, except that Landlord Excess Tenant Improvement Costs shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees be paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) Landlord within 30 days following the Commencement Date of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (y) costs resulting from any default by Tenant of its obligations under this Lease, or (z) costs that are recoverable or reasonably recoverable by . The failure to pay any such Excess Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). In the event the estimated total TI Improvement Costs (as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount when due shall be added to a Default under the TI Deposit. If the sum Terms of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of this Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvements.

Tenant Improvements. Landlord (a) Tenant shall cause the Core and Shell Contractor or another Contractor designated by Landlord and approved by Tenant, such consent not to be unreasonably withheld or delayed (“TI Contractor”, and together with Core and Shell Contractor, “Contractor”) to commence and thereafter diligently prosecute the construction of constructed the tenant improvements in the Additional Premises pursuant to the Work Letter (the “Tenant Improvements”); provided, however, that before performing ) pursuant to the Tenant Improvements, Work Letter attached as Exhibit B hereto at a cost to Landlord shall prepare in good faith an estimated budget for the construction of the Tenant Improvements and deliver such budget to Tenant for Tenant’s written approval prior the start of construction (the “BudgetTenant Improvement Allowance”). Landlord and Tenant shall work together cooperatively and in good faith ) not to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceededexceed Three Hundred Thousand Dollars (i.e., Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope of the Tenant Improvements to bring the same in line with a budget reasonably acceptable to Tenant. The Tenant Improvements shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans (as defined in the Work Letter). Tenant shall pay all TI Costs, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Thirty Dollars ($125.0030) per rentable square foot of the Premises (the “Initial TI Allowance”Additional Premises), together with (b) the Additional Allowance. The “Total TI Costs” shall mean all Tenant Core and Shell Costs Allowance (as defined in below) shall be used solely to pay the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee project management by Landlord (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees which fee shall not to exceed three four percent (34%) of the Total TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related servicesthird party project management fees, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5)IT installation, (v) costs and fees for space planning, architect, engineering and other related services and (vi) building permits and other taxesplanning and inspection fees. If the total cost of the Tenant Improvements exceeds the Total TI Allowance, feesthen the overage shall be paid promptly by Tenant upon Tenant’s receipt of evidence of overage from Landlord. Tenant shall have twelve (12) months from the Additional Premises Commencement Date to expend the unused portion of the Tenant Improvement Allowance, charges after which date Landlord’s obligation to fund such costs shall expire. (b) In addition to the Tenant Improvement Allowance, Landlord shall make available to Tenant Seventy Dollars ($70) per rentable square foot (the “Additional TI Allowance” and, collectively with the Tenant Improvement Allowance, the “Total TI Allowance”) of Additional Premises to construct the Tenant Improvements. Tenant shall pay to Landlord, as additional rent, the expended portion of the Additional TI Allowance amortized over the Extension Term at an interest rate of eleven percent (11%). Tenant shall have twenty-four (24) months from the Additional Premises Commencement Date to expend the unused portion of the Additional TI Allowance, after which date Landlord’s obligation to fund such costs shall expire. (c) [Intentionally omitted] (d) Tenant shall select the architect, engineer, general contractor and levies by governmental and quasi-governmental agencies for permits or for inspections of major subcontractors performing the Tenant Improvements, and subject to Landlord’s prior written approval, which approval Landlord shall not unreasonably withhold, condition or delay. (vie) Notwithstanding any other provision herein or in the Warm Shell Costs. In no event shall Lease to the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipmentcontrary, (xa) costs resulting from a Tenant Delay, (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). In with regard to the event the estimated total TI Costs (as set forth in the Budget) exceed the TI AllowanceAdditional Premises, Tenant shall deposit be responsible for all liabilities, costs and expenses arising out of or in connection with Landlord such overage the compliance of the Tenant Improvements with the Americans with Disabilities Act, 42 U.S.C. § 12101, et seq. (together with regulations promulgated pursuant thereto, the “TI Allowance ExcessADA”), within five and Tenant shall indemnify, defend and hold harmless Landlord from and against any loss, cost, liability or expense (5including reasonable attorneys’ fees and disbursements) business days arising out of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate any failure of the TI Costs set forth in Tenant Improvements to comply with the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs ADA and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for all liabilities, costs and expenses arising out of or in connection with the compliance of the parking lots, common area walkways and landscaped areas surrounding the Property (collectively, the “Landlord Areas”) with the ADA, and Landlord shall indemnify, defend and hold harmless Tenant from and against any costs loss, cost, liability or expense (including reasonable attorneys’ fees and disbursements) arising out of any failure of the Landlord Areas to comply with the ADA. The provisions of this Section 7(d) shall survive the expiration or earlier termination of the Lease, as amended by this Amendment. (f) Possession of areas of the Additional Premises necessary for utilities, services, safety and operation of the Property is reserved to Landlord; provided, however, such areas shall not unreasonably restrict the use of the Additional Premises by Tenant for the use that is permitted by the Lease, and Landlord and its agents shall use commercially reasonable efforts to minimize any disturbance to Tenant when performing work in the Additional Premises related to utilities, services, safety and operation of the Property, and shall, except in the case of emergencies, provide Tenant Improvements with twenty-four (24) hours’ prior telephonic or written notice of any such work to the extent the same result from Landlord’s gross negligence, intentional misconduct be performed by Landlord or breach of Lease. Landlord and its agents. (g) Tenant shall work together cooperatively at no cost or risk have the right to Landlord access the Additional Premises from and after the date hereof in order to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to construct the Tenant Improvements.

Tenant Improvements. Landlord shall cause the Core and Shell Contractor or another Contractor designated by Landlord and approved by Tenantinstall, such consent not to be unreasonably withheld or delayed (“TI Contractor”at Landlord's expense, and together with Core and Shell Contractor, “Contractor”) to commence and thereafter diligently prosecute the construction of the tenant improvements in (hereinafter the Premises pursuant to the Work Letter (the “"Tenant Improvements”); provided, however, that before performing the Tenant Improvements, Landlord shall prepare ") in a good faith an estimated budget for the construction of the Tenant Improvements and deliver such budget to Tenant for Tenant’s written approval prior the start of construction (the “Budget”). Landlord and Tenant shall work together cooperatively workmanlike manner using only first-class materials and in good faith to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope of the Tenant Improvements to bring the same in line compliance with a budget reasonably acceptable to Tenant. The Tenant Improvements shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans (Governmental Regulations as defined in Paragraph 16, set forth in both the Work Letter)Tenant Improvement Specifications attached hereto as Exhibit C-1, the construction drawings attached hereto as Exhibit C-2, and the landscaping plan attached hereto as Exhibit C-3. Notwithstanding anything to the contrary contained in this Lease, the Landlord shall diligently endeavor to complete (except for punch list items) satisfactory to the Tenant and the Landlord the so-called "manufacturing area" designated on the construction drawings attached hereto as Exhibit C-2 (the "Manufacturing Area") on or before sixty (60) calendar days from the full execution of this Lease Agreement. Upon completion, the Landlord will notify the Tenant that a written approval of occupancy from ▇▇▇▇▇▇ County has been obtained at which time the Tenant shall have the option to occupy the Manufacturing Area at any time prior to the Commencement Date. If occupied by the Tenant prior to the Commencement Date, the Tenant shall pay the pro rata Base Rental and all TI Costs, except that Landlord shall pay other charges specified in this Lease for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable period from such occupancy to the Commencement Date based on the ratio of the leasable square foot footage of the Manufacturing Space to the leasable square footage of the Premises (which amounts shall be due and payable on the “Initial TI Allowance”), together with (b) the Additional AllowanceCommencement Date. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined All references in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (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). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions Lease to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless term of this Lease shall include the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and period from such additional amount shall be added occupancy to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant ImprovementsCommencement Date.

Tenant Improvements. Landlord All Tenant Improvements shall cause be performed by Landlord’s contractor, at Tenant’s sole cost and expense (subject to Landlord’s obligations with respect to any portion of the Core and Shell Contractor or another Contractor designated TI Allowance used by Landlord and approved by Tenant, such consent not to be unreasonably withheld or delayed (“TI Contractor”, and together with Core and Shell Contractor, “Contractor”) to commence and thereafter diligently prosecute the construction of the tenant improvements in the Premises pursuant to the Work Letter (the “Tenant Improvements”); provided, however, that before performing completing the Tenant Improvements) and in substantial accordance with the Approved Plans (as defined below), Landlord shall prepare in good faith an estimated budget for the construction Amendment and this Work Letter. To the extent that the total projected cost of the Tenant Improvements and deliver (as projected by Landlord) exceeds the TI Allowance (such budget excess, the “Excess TI Costs”), Tenant shall advance to Landlord any Excess TI Costs within ten (10) days after receipt of an invoice therefor, but in any case before Landlord commences the Tenant for Improvements. If Landlord is delayed in commencing the Tenant Improvements due to Tenant’s written approval prior failure to timely pay the start Excess TI Costs to Landlord, then the TI Deadline shall not be extended as a result of construction (such delay. If the “Budget”). Landlord and actual Excess TI Costs are less than the Excess TI Costs paid by Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord, Landlord shall update credit Tenant with the Budget for overage paid by Tenant against Tenant’s review and approval at reasonable intervals and shall notify Rent obligations, beginning after Landlord has completed the final accounting for the Tenant in writing if the Budget is likely to be exceededImprovements. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope cost of the Tenant Improvements to bring (as projected by Landlord) increases over Landlord’s initial projection, then Landlord may notify Tenant and Tenant shall deposit any additional Excess TI Costs with Landlord in the same way that Tenant deposited the initial Excess TI Costs. If Tenant fails to pay, or is late in line paying, any sum due to Landlord under this Work Letter, then Landlord shall have all of the rights and remedies set forth in the Lease for nonpayment of Rent (including the right to interest and the right to assess a late charge), and for purposes of any litigation instituted with a budget reasonably acceptable regard to Tenantsuch amounts the same shall be considered Rent. The All material and equipment furnished by Landlord or its contractors as the Tenant Improvements shall be new or “like new,” and the Tenant Improvements shall be performed in a first-class, workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans (as defined in the Work Letter). Tenant shall pay all TI Costs, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (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). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvementsmanner.

Tenant Improvements. Landlord Each Additional Space shall cause the Core and Shell Contractor or another Contractor designated initially be delivered by Landlord and approved accepted by TenantTenant in its “as-is” condition. Following the Delivery Date for each Additional Space, such consent not to be unreasonably withheld or delayed Landlord shall provide Tenant with a tenant improvement allowance (the “TI Contractor”, and together with Core and Shell Contractor, “ContractorAllowance”) to commence and thereafter diligently prosecute the construction of the $15.00 per usable square foot for tenant improvements in the Premises pursuant to the Work Letter (the “Tenant Improvements”)) to be made by Landlord to (but only to) such Additional Space. The TI Allowance for one Additional Space shall not be used for another Additional Space, and the installation of the Tenant Improvements shall not delay the Delivery Date or the commencement of Basic Monthly Rent for such Additional Space, which Basic Monthly Rent shall, in all events, commence on the Delivery Date. The Parties shall exert good faith, commercially reasonable efforts to agree as soon as reasonably practicable on the Tenant Improvements for each Additional Space and a budget therefor. Such agreed on Tenant Improvements shall then be made by Landlord in accordance with such budget as soon as reasonably practicable after such agreement. The construction reasonably required to complete the Tenant Improvements shall not lessen or otherwise affect Tenant’s rent obligations under the Lease, as amended by this Amendment, and such construction is intended to occur within the first four (4) months after the Delivery Date of the Additional Space concerned. Tenant shall pay to Landlord all costs and expenses incurred by Landlord in connection with the Tenant Improvements, together with a project management fee of five percent (5%) of such costs and expenses, less the TI Allowance for the Additional Space concerned, within ten (10) days after the date of an invoice therefor, which invoice may be delivered prior to the commencement of construction of the Tenant Improvements concerned; provided, however, that before performing the Tenant Improvements, space planning will be provided by Landlord shall prepare in good faith an estimated budget for the construction of the Tenant Improvements and deliver such budget to Tenant for Tenant’s written approval prior the start of construction (the “Budget”). Landlord and Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope of the Tenant Improvements to bring the same in line with a budget reasonably acceptable no cost to Tenant. The Tenant Improvements shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans (as defined in the Work Letter). Tenant shall pay If all TI Costs, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and or any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (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). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum portion of the TI Allowance plus the TI Deposit for any particular Additional Space is not sufficient to cover used on or before the TI Costsdate that is one (1) year after the Delivery Date for such Additional Space, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the such TI Allowance and the TI Deposit. However, Landlord or such portion that is not used shall be solely responsible for any costs related lost and shall no longer be available to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvements.

Tenant Improvements. Landlord a. Tenant shall cause the Core and Shell Contractor or another Contractor designated by Landlord and approved by Tenant, such consent not to be unreasonably withheld or delayed constructed certain tenant improvements (including those listed in Sections 7(e), 7(f) and 7(g) below) in the Additional Premises (“TI Contractor”, and together with Core and Shell Contractor, “ContractorTenant’s Work”) to commence and thereafter diligently prosecute the construction of the tenant improvements in the Premises pursuant to the Work Letter attached as Exhibit E hereto (the “Tenant Improvements”); provided, however, that before performing the Tenant Improvements, Landlord shall prepare in good faith an estimated budget for the construction of the Tenant Improvements and deliver such budget to Tenant for Tenant’s written approval prior the start of construction (the “BudgetWork Letter”). Landlord and shall provide Tenant shall work together cooperatively and with an improvement allowance in good faith an amount not to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope of the Tenant Improvements to bring the same in line with a budget reasonably acceptable to Tenant. The Tenant Improvements shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans (as defined in the Work Letter). Tenant shall pay all TI Costs, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Nine Hundred Twenty Five Thousand Five Hundred Thirty-Five Dollars ($125.00905,535) (based upon Forty-Five Dollars ($45) per rentable square foot of the Premises foot) (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in Allowance may be used to pay for the Work Letter) and all following costs and expenses of performing the TI related to Tenant’s Work, including without limitation the hard and soft costs of : (i) construction, (ii) the Construction Management Fee project oversight by Landlord (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed which fee shall equal three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling engineering and other related services, services performed by third parties unaffiliated with Tenant and (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies Governmental Authorities for permits or for inspections of the Tenant Improvements, and (vi) the Warm Shell CostsTenant’s Work. In no event shall the TI Allowance be used for: (v) payments to Tenant or any affiliates of Tenant, (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delaythe cost of work that is not authorized by the Approved Plans or otherwise approved in writing by Landlord, (y) costs resulting from any default by Tenant of its obligations under this Lease, the Amended Lease or (z) costs that are recoverable or reasonably recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). In If the event total cost of Tenant’s Work exceeds Forty-Five Dollars ($45) per rentable square foot of the estimated total TI Costs (Additional Premises, then Tenant shall pay the overage as set forth in the Budget) exceed and when due. Tenant shall have until December 31, 2008, to expend any unused portion of the TI Allowance, after which date Landlord’s obligation to fund such costs shall expire. Tenant shall deposit with deliver to Landlord such overage (Y) a certificate of occupancy for the “TI Allowance Excess”), within five Additional Premises suitable for the permitted use and (5Z) business days a Certificate of receiving Substantial Completion in the Budget (the “TI Deposit”). In the event Landlord determines the estimate form of the TI Costs set forth American Institute of Architects document G704, executed by the project architect with respect to Tenant’s Work in the Budget underestimates Additional Premises. b. Prior to entering upon the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI DepositAdditional Premises, Tenant shall promptly pay furnish to Landlord evidence satisfactory to Landlord that insurance coverages required of Tenant under the additional amount provisions of the Amended Lease are in effect, and such entry shall be subject to all the terms and conditions of the Amended Lease other than the payment of Minimum Rental. c. Possession of areas of the Additional Premises necessary for utilities, services, safety and operation of Building 1 is reserved to Landlord, and such additional amount shall be added subject to Tenant’s right to access same from time to time as necessary for the TI Deposit. If construction of Tenant’s Work or the sum operation of Tenant’s business in the Additional Premises. d. In accordance with the terms of the TI Allowance plus the TI Deposit is not sufficient to cover the TI CostsWork Letter, Tenant shall reimburse obtain Landlord’s approval of Tenant’s architect, engineer, general contractor and major subcontractors, such approval not to be unreasonably withheld, conditioned or delayed. e. Subject to Section 7(a) and the Work Letter, Tenant shall have the right to convert the laboratory space in the Partially Improved Premises into office space in accordance with the plans referenced in Exhibit D attached hereto; provided, however, that Landlord shall have the difference between right, upon written notice to Tenant delivered no later than one hundred eighty (a180) days prior to the TI Costs expiration of the Lease, to require Tenant to restore such areas to their condition as laboratory facilities as of the date of this Amendment, ordinary wear and tear excepted. f. Subject to Section 7(a) and the Work Letter, Tenant shall have the right to perform certain upgrades to the ground floor lobby, subject to the consent of Nuvelo and Landlord’s reasonable consent. g. Subject to Section 7(a) and the Work Letter, Tenant shall have the right to (i) change the order of the existing monument signage on the North side of the Real Property so that Tenant’s name appears first, (ii) change or upgrade the white letter signage on the glass façade at Building 1’s lobby entrance, and (biii) subject to applicable laws and approval by the sum City of San ▇▇▇▇▇▇, add additional signage on the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach North façade of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant ImprovementsBuilding 1.

Tenant Improvements. Landlord Other than the Shell Improvements, Lessee shall cause the Core and Shell Contractor or another Contractor designated by Landlord and approved by Tenantbe responsible for all improvements (collectively, such consent not to be unreasonably withheld or delayed (“TI Contractor”, and together with Core and Shell Contractor, “Contractor”) to commence and thereafter diligently prosecute the construction of the tenant improvements in the Premises pursuant to the Work Letter (the “Tenant Improvements”) necessary to prepare the Premises for the operation of Lessee’s business. Before commencement of the Tenant Improvements in the Premises, Lessee shall submit plans and specifications for Lessee’s Work and the name of the contractors Lessee desires to perform such work to Lessor for review and approval, which approval shall not be unreasonably withheld or conditioned. Lessor shall respond, in approval or disapproval, of such submittals within five (5) days of receipt. Lessee shall not commence work until Lessor has approved Lessee’s plans and specifications and Lessee’s contractors. No response by Lessor shall be deemed Lessor’s approval. Lessee shall construct the Tenant Improvements in accordance with the plans approved by Lessor, all applicable requirements, Paragraph 7.2 and the other applicable provisions of this Lease and using only contractors approved by Lessor. Included in the Base Rental rate, Lessor shall provide Lessee with a Twenty-Five Dollar ($25.00) per square foot allowance to be applied to the cost of the Tenant Improvements (the “TI Allowance”); provided, however. The TI Allowance shall be payable in course of construction installments following delivery to Lessor of the applicable Construction Documents (as defined below). Each installment shall be payable within twenty-five (25) days after Lessee supplies Lessor with documentation satisfactory to Lessor, that before performing Lessee has approved of the work performed and the contractor’s invoice is correct and acceptable. Lessor’s total Tenant Improvement Allowance shall not exceed Eight Hundred Thirty Thousand Dollars ($830,000.00). Together with each request for a disbursement of the TI Allowance, Lessee shall submit the following to Lessor (the “Construction Documents”): (a) A copy of approvals or sign offs by applicable licensing agencies applicable to the portion of the Tenant Improvements, Landlord shall prepare in good faith an estimated budget Improvements then completed to the extent required for lessee to proceed with the construction of the Tenant Improvements Improvements; (b) A copy of an application for payment (using AIA Form G702 or another form reasonably acceptable to Lessor) from Lessee’s general contractor listing all contractors, subcontractors, suppliers, and deliver such budget to other persons or entities that provided labor or materials in connection with the Tenant for Tenant’s written approval prior the start Improvements; (c) Partial unconditional lien waivers signed by each provider of construction (the “Budget”). Landlord and Tenant shall work together cooperatively and labor or materials in good faith to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope connection with this portion of the Tenant Improvements then completed; and (d) Paid invoices showing payment of all funds required to bring be expended by Lessee as a condition to the same in line with a budget reasonably acceptable disbursement and showing payment of the amounts to Tenant. The Tenant Improvements shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and covered by the Approved TI Plans (as defined in the Work Letter). Tenant shall pay all TI Costs, except that Landlord shall pay for TI Costs that do not exceed applicable disbursement of the TI Allowance. The “TI Allowance” Lessor shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot post a Notice of Non-Responsibility on the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowanceproperty during Tenant Improvement construction. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections Following completion of the Tenant Improvements, Lessee shall deliver to Lessor the following documents (the “Final Construction Documents”): (1) A certificate of occupancy or final approval of the Tenant Improvements by all applicable licensing agencies required for Lessee to legally occupy the Premises; (2) A certificate by Lessee’s architect that the Tenant Improvements have been completed in accordance with plans and specifications approved by Lessor; (vi3) A copy of an application for payment (using AIA Form G702 or another form reasonably acceptable to Lessor) from Lessee’s general contractor listing all contractors, subcontractors, suppliers, and other persons or entities that provided labor or materials in connection with the Warm Tenant Improvements; (4) Final unconditional lien waivers signed by each provider of labor or materials in connection with the Tenant Improvements; and (5) A complete set of marked up construction drawings and structural calculation for the Tenant Improvements, accurately showing in detail the actual completed work. “Tenant Improvements,” as used in this Lease for purposes of payment of the TI Allowance, shall mean and include, without limitation, the following definitions, costs and fees: (i) All costs of preliminary space planning, interior design, finish schedule plans and specifications and final architectural and engineering plans and specifications (including as-built drawings) for the Tenant Improvements, and other costs associated with completion of said plans; (ii) All costs of obtaining building permits and other necessary authorizations and approvals from the City of San ▇▇▇▇ and other applicable jurisdictions; and (iii) All direct and indirect costs of procuring, constructing and installing the Tenant Improvements in the Premises, including, but not limited to, the construction fee, overhead and profit and all labor and materials constituting the Tenant Improvements. Tenant Improvements shall specifically not include any alterations or additions constructed by Lessee pursuant to Paragraph 7.3 of the Lease, any Shell CostsImprovements, and any of Lessee’s trade fixtures, equipment, furniture, furnishings, telephone equipment, or other personal property or any specialized, nonstandard improvements to the Premises not reasonably expected to add value to the Premises. In addition, fire protection improvements, such as racking, sprinklers, hose racks, draft curtains, smoke vents or reels, shall not be considered Tenant Improvements unless Lessor has specifically agreed to include them as Tenant Improvements. In no event shall the TI Allowance be used forapplied to any of the following: (wi) attorneys’ fees incurred in connection with negotiation of construction contracts, and attorneys’ fees, experts’ fees and other costs of legal and arbitration proceedings to resolve construction disputes with third parties; (ii) loan fees, mortgage brokerage fees, interest and other costs of financing construction costs; and (iii) penalties and late charges attributable to the purchase of any furniture, personal property or other non-building system equipment, (x) failure to pay construction costs resulting from a Tenant Delay, (y) costs resulting from any default by Tenant of its obligations under in accordance with this Lease, or (z) costs that are recoverable or reasonably recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvements.

Tenant Improvements. Landlord Promptly following Delivery of each Additional Premises Floor, Tenant shall cause the Core and Shell Contractor or another Contractor designated by Landlord and approved by Tenant, such consent not to be unreasonably withheld or delayed (“TI Contractor”, and together with Core and Shell Contractor, “Contractor”) to commence and thereafter diligently prosecute the construction of the tenant improvements in Tenant desires to make therein prior to Tenant’s initial occupancy of the Additional Premises pursuant to the Work Letter Floor (the “Tenant Improvements”); provided. For avoidance of doubt, however, that before performing the Tenant Improvements, Landlord shall prepare in good faith an estimated budget for the construction of (i) the Tenant Improvements and deliver such budget shall consist of interior improvements necessary to facilitate the use by Tenant of the Additional Premises for Tenant’s written approval prior the start of construction (the “Budget”). Landlord and Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals use(s) permitted hereunder, and shall notify Tenant in writing if not include the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope installation of the Tenant Improvements to bring the same in line with a budget reasonably acceptable to Tenant. The Tenant Improvements shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans Building Systems (as defined in the Work Letter)Paragraph 4.b. Tenant shall pay all TI Costs, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of the Premises Lease) or the modification of same; and (ii) Tenant is not acting as the “Initial TI Allowance”), together with (b) agent of Landlord in its construction efforts and not performing any work of improvements within the Additional AllowancePremises on behalf of Landlord. The “TI Costs” shall mean If, as of the Delivery of an Additional Premises Floor, all Tenant Core of the Additional Landlord Work on that Additional Premises Floor (if any) has not been completed, then, during the period commencing on the Delivery of such Additional Premises Floor and Shell Costs (as defined in continuing through the date immediately preceding the date that all of the Additional Landlord Work Letter) and all costs and expenses of performing the TI Workon that Additional Premises Floor is completed, including without limitation the hard and soft costs of (i) constructionno rent shall be due or accrue under the Lease (as amended by this Third Amendment) for the Additional Premises, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid Indemnitees covered by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) Tenant’s indemnity obligations under Paragraph 14.b. of the TI Allowance)Lease shall, as to the Additional Premises, be limited to SRI Nine Market Square LLC, and (iii) space planningTenant’s liability under the Lease (as amended by this Third Amendment) for acts or failures to act, designto the extent applicable to the Additional Premises, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any will be limited as described in Paragraph 25.b.6. of the Attached Property Lease (as defined in Section 18.5with the term “Construction Period” meaning the period commencing on the Third Amendment Effective Date and ending on the date all of the Landlord’s Work and Additional Landlord Work is completed), (v) building permits and other taxesprovided, fees, charges and levies by governmental and quasi-governmental agencies that for permits or for inspections the purposes of application to the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipmentAdditional Premises only, (x) costs resulting from a Tenant Delay, the term “Tenant’s Share” as used in Paragraph 25.b.6 of the Lease shall mean 11.61% and (y) costs resulting from any default by Tenant the rate included in clauses (b)(i) and (b)(ii) of its obligations under this Leasethe introductory paragraph of Paragraph 25.b.6 shall remain 7.8%. Accordingly, or (z) costs that are recoverable or reasonably recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). In the event the estimated total TI Costs (as set forth example contained in the Budget) exceed the TI Allowancepenultimate grammatical paragraph of Paragraph 25.b.6 would be restated, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Additional Premises, as follows: “By way of example, if, as of the Occurrence Date, (i) Landlord’s Project costs equal $100,000,000.00 (assuming $65,000,000.00 as the purchase price for the Building, and $35,000,000.00 of subsequent costs to improve the Building) and (ii) Tenant Improvementshas not previously paid to Landlord any Monthly Rent with respect to the Additional Premises, and (iii) there has been no draw upon the Letter of Credit, and (iv) as there are no payments due from Tenant to Landlord under the Lease (as amended by this Third Amendment) with respect to the Additional Premises prior to the date upon which Landlord completes Landlord’s Work in the Additional Premises, Tenant’s liability with respect to the Additional Premises would be limited to (x) 11.61% of $89,950,000.00 (i.e.,89.95% of Project Costs) or approximately $10,443,195.00.”

Tenant Improvements. Landlord shall cause the Core and Shell Contractor or another Contractor designated by Landlord and approved by Tenant, such consent not to be unreasonably withheld or delayed (“TI Contractor”, and together will provide Tenant with Core and Shell Contractor, “Contractor”) to commence and thereafter diligently prosecute the construction of the tenant improvements an improvement allowance in the Premises pursuant to the Work Letter maximum amount of $105,000.00 (the “Tenant ImprovementsAllowance”). The Allowance shall be used by Tenant solely for improvements to the Premises as previously approved by Landlord in writing on the attached Exhibit A, including office space, a customer waiting area, and new lighting; providedbut in no event may the Allowance be used for personal property, howeverincluding but not limited to data cabling and wiring. After completion of Tenant’s work and the expiration of the statutory period in which mechanics and materialmen can file liens or the furnishing of lien releases acceptable to Landlord from all contractors and suppliers, that before performing Tenant shall deliver to Landlord a copy of the construction contract, all bills and invoices and such other documentation as Landlord may reasonably require to evidence payment of the expenses incurred by Tenant for which Tenant seeks reimbursement of the Allowance. Upon Landlord’s receipt of such items and verification of Tenant’s costs. Landlord shall pay to Tenant the Allowance, reduced by any Landlord project management fee, within fifteen (15) days of receipt of all of such documentation and verification. Landlord’s project management fee shall not exceed $750, provided Landlord has approved, in writing, all mechanical, electrical and plumbing contractors selected by Tenant for the Tenant Improvements, Landlord shall prepare in good faith an estimated budget for the construction of the Tenant Improvements and deliver such budget to Tenant for Tenant’s written approval prior the start of construction (the “Budget”). Landlord and Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update reserves the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if right, but not the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenantobligation, to modify the scope of the Tenant Improvements to bring the same in line with charge a budget reasonably acceptable to Tenant. The Tenant Improvements shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans (as defined in the Work Letter). Tenant shall pay all TI Costs, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of project management fee on the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections total cost of the Tenant ImprovementsImprovements should Tenant use a contractors) that has not been approved by the Landlord. Tenant must request reimbursement of the Allowance pursuant to this Paragraph 4 no later than December 31, 2012. If Tenant does not timely make such request, then all of Tenant’s rights to such Allowance or any portion thereof shall automatically terminate and be null and void as of such date, and (vi) Tenant shall no longer be entitled to any portion or all of the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (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)Allowance. In the event the estimated total TI Costs (as set forth in costs of the Budget) exceed approved improvements for which Tenant seeks reimbursement are less than the TI full amount of the Allowance, Landlord shall be obligated to reimburse Tenant only the actual amount of such costs, and Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days not be entitled to payment or credit of receiving the Budget (the “TI Deposit”)any remaining balance. In the event Landlord determines the estimate costs of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions ’s improvements to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless Premises exceed the TI Costs are reduced to be within the Budget and previously paid TI DepositAllowance, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for such excess amounts. The provisions of this Paragraph 4 shall supersede any costs related to other improvement allowances, Landlord build-out obligations, and reimbursements previously set forth in the Tenant Improvements to the extent the same result from Lease, Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits performance obligations having been satisfied with respect to the Tenant Improvementsthereto.

Tenant Improvements. Tenant and Landlord have agreed that Tenant Project Architect, RRM, will work as both the Tenant Project Architect and the Landlord Project Architect to design and complete both the Landlord Improvements and Tenant Improvements, though all such work shall cause be done under separate contracts, with each party responsible for the Core and Shell payment obligations of its own contract. The Parties also acknowledge that ▇▇▇▇▇▇▇▇’s General Contractor is JW Design. Tenant may use JW Design for its Tenant Improvements or another Contractor designated by Landlord and approved by Tenant, such consent not to be unreasonably withheld or delayed (“TI Contractor”, and together with Core and Shell general contractor. If Tenant uses Landlord’s General Contractor, “Contractor”) to commence and thereafter diligently prosecute the construction of the tenant improvements in the Premises Tenant Improvement work shall be done pursuant to the Work Letter (the “separate Tenant Improvements”); providedGeneral Contract. If ▇▇▇▇▇▇ uses a general contractor for Tenant Improvements other than JW Design, however, that before performing both Tenant’s General Contract and the Tenant ImprovementsGeneral Contractor shall be subject to Landlord’s approval, Landlord which shall prepare in good faith an estimated budget for not be unreasonably withheld, conditioned or delayed, provided such Tenant General Contractor is financially qualified, licensed, insured, and possess the construction experience necessary to complete a project of the size, scope and quality contemplated by .this Lease, but with the limitation that Landlord’s approval of the Tenant Improvements General Contract shall not be conditioned on changes to the Tenant General Contract that increase the costs of such contract to Tenant. Notwithstanding whether ▇▇▇▇▇▇ uses a separate Tenant General Contractor, JW Design shall be responsible for coordinating with RRM Design Group and deliver such budget to Tenant for allocating the work done by ▇▇▇▇▇▇▇▇’s General Contractor and Tenant’s written approval prior the start of construction (the “Budget”)General Contractor. If JW Design acts as both Landlord and Tenant General Contractor, JW Design’s overhead costs, if billed under contract, shall be allocated to each contract in proportion to the total cost of each contract. Tenant shall have the right to enter the Premises to work together cooperatively with ▇▇▇▇▇▇’s General Contractor in completing Tenant Improvements. At all times while accessing the Property during construction: (A) Tenant shall comply with all terms and in good faith conditions of this Lease other than the obligation to achieve a mutually acceptable Budgetpay Rent (except after Rent Commencement Date); (B) Tenant shall not materially interfere with completion of the Landlord Improvements; and (C) Tenant shall not begin operation of its business. ▇▇▇▇▇▇ agrees that it will not hire other contractors to work on the Project except through either through the Tenant General Contractor or JW Design to ensure coordination of work, maintenance of adequate insurance and to prevent liens being placed against the Property for unpaid work. Landlord shall update supply Tenant with all utility services furnished to the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope of the Tenant Improvements to bring the same in line with a budget reasonably acceptable to Tenant. The Tenant Improvements shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans (as defined in the Work Letter)Premises during such early entry period. Tenant shall pay ensure timely payment of all TI Costs, except that Landlord shall pay for TI Costs that do not exceed work under the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of Tenant General Contract and keep the Premises (the “Initial TI Allowance”)free and clear of liens, together with (b) the Additional Allowance. The “TI Costs” shall mean repair all Tenant Core damage arising from Tenant’s activities, and Shell Costs (as defined in the Work Letter) indemnify and hold Landlord harmless from all costs resulting liability, claims, demands, and expenses of performing the TI Workcosts, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, attorneys’ fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of in connection with ▇▇▇▇▇▇’s entry. Notwithstanding the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (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). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowanceforegoing, Tenant shall deposit with Landlord such overage (have no right to actually occupy the “TI Allowance Excess”)Premises to conduct ▇▇▇▇▇▇’s business prior to the Tenant’s receipt of valid certificate or conditional certificate of occupancy. Notwithstanding anything contained herein, within five (5) business days under no circumstances could Tenant be required to fund project costs in excess of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate 89.9% of the TI Costs set forth in total project costs incurred at any point during the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvementsconstruction period.

Tenant Improvements. Landlord All Tenant Improvements shall cause the Core and Shell Contractor or another Contractor designated by Landlord and approved be performed by Tenant’s contractor, such consent not at Tenant’s sole cost and expense (subject to be unreasonably withheld or delayed (“TI Contractor”, and together Landlord’s obligations with Core and Shell Contractor, “Contractor”) respect to commence and thereafter diligently prosecute the construction any portion of the tenant improvements TI Allowance and in accordance with the Premises pursuant to Approved Plans (as defined below), the Schedule, the Approved Budget, the Amended Lease and this Work Letter (Letter. To the “Tenant Improvements”); provided, however, extent that before performing the Tenant Improvements, Landlord shall prepare in good faith an estimated budget for the construction total projected cost of the Tenant Improvements and deliver (as projected by Landlord) exceeds the TI Allowance (such budget excess, the “Excess TI Costs”), Tenant shall advance to Landlord any Excess TI Costs within ten (10) days after receipt of an invoice therefor, but in any case before Tenant for commences the Tenant Improvements. Any actual Excess TI Costs shall be distributed by Landlord in accordance with Section 6.3. If the actual Excess TI Costs are less than the Excess TI Costs paid by Tenant to Landlord, Landlord shall credit Tenant with the overage paid by Tenant against Tenant’s written approval prior rent obligations, beginning after Landlord has completed the start of construction (final accounting for the “Budget”). Landlord and Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceededImprovements. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope cost of the Tenant Improvements to bring (as projected by Landlord) increases over Landlord’s initial projection, then Landlord may notify Tenant and Tenant shall deposit any additional Excess TI Costs with Landlord in the same way that Tenant deposited the initial Excess TI Costs. If Tenant fails to pay, or is late in line paying, any sum due to Landlord under this Work Letter, then Landlord shall have all of the rights and remedies set forth in the Amended Lease for nonpayment of rent (including the right to interest and the right to assess a late charge), and for purposes of any litigation instituted with a budget reasonably acceptable regard to Tenantsuch amounts the same shall be considered rent. The All material and equipment furnished by Tenant or its contractors as the Tenant Improvements shall be new or “like new;” the Tenant Improvements shall be performed in a first-class, workmanlike manner and shall substantially conform with Applicable Laws manner; and the Approved TI Plans (as defined in quality of the Work Letter)Tenant Improvements shall be of a nature and character not less than the Building standard. Tenant shall pay all TI Coststake, except that Landlord and shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of require its contractors to take, commercially reasonable steps to protect the Premises (during the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses performance of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of including covering or temporarily removing any furniturewindow coverings so as to guard against dust, personal property debris or other non-building system equipment, (x) costs resulting from a Tenant Delay, (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). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvementsdamage.

Tenant Improvements. Landlord Tenant shall cause the Core construct, furnish or install all improvements, equipment or fixtures, that are necessary for Tenant’s use and Shell Contractor or another Contractor designated by Landlord and approved by Tenant, such consent not to be unreasonably withheld or delayed (“TI Contractor”, and together with Core and Shell Contractor, “Contractor”) to commence and thereafter diligently prosecute the construction occupancy of the tenant improvements in entirety of the Leased Premises pursuant to the Work Letter (collectively, the “Tenant Improvements”); provided, however, that before performing the . Tenant Improvements, Landlord shall prepare in good faith an estimated budget for the complete construction of the Tenant Improvements and deliver such budget to Tenant for Tenant’s written approval prior the start entirety of construction (the “Budget”)Leased Premises. Landlord and Tenant shall work together cooperatively also be responsible for the cost of any alterations to the Building required as a result of the Tenant Improvements. Tenant will engage a consultant reasonably approved by Landlord to manage the design and in good faith to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope construction of the Tenant Improvements (“Tenant Improvement Project Manager”). Tenant shall cause all drawings and specifications for the Tenant Improvements to bring be prepared by an architect selected by Tenant and reasonably approved by Landlord (“Tenant Improvement Architect”) and to be constructed by Landmark Builders Incorporated (“Tenant Improvement Contractor”). Landlord’s prior written consent, which shall not be unreasonably withheld, shall be required if Tenant desires to change its Tenant Improvement Architect, Tenant Improvement Contractor or Tenant Improvement Project Manager. Tenant shall furnish to Landlord a copy of the same in line with a budget reasonably acceptable to executed contracts between Tenant and Tenant Improvement Architect, and Tenant and Tenant Improvement Contractor, covering all of Tenant’s obligations under this Work Letter. The Tenant Improvements shall be in conformity with drawings and specifications submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed, and shall be performed in a workmanlike manner and shall substantially conform accordance with Applicable Laws and the Approved TI Plans (as defined in the Work Letter). Tenant shall pay all TI Costs, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (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). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvements.following provisions:

Tenant Improvements. Except for any Tenant Improvements that Tenant elects for Landlord to perform pursuant to Article 4 of the Lease, all Tenant Improvements shall cause the Core and Shell Contractor or another Contractor designated by Landlord and approved be performed by Tenant’s contractor, such consent not at Tenant’s sole cost and expense (subject to be unreasonably withheld or delayed (“TI Contractor”, and together Landlord’s obligations with Core and Shell Contractor, “Contractor”) respect to commence and thereafter diligently prosecute the construction any portion of the tenant improvements TI Allowance) and in accordance with the Premises pursuant to Approved Plans (as defined below), the Lease and this Tenant Work Letter (Letter. To the “Tenant Improvements”); provided, however, extent that before performing the Tenant Improvements, Landlord shall prepare in good faith an estimated budget for the construction total projected cost of the Tenant Improvements and deliver (as reasonably projected by Landlord) exceeds the TI Allowance (such budget to Tenant for Tenant’s written approval prior the start of construction (excess, the “BudgetExcess TI Costs”). Landlord and , Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update pay the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope costs of the Tenant Improvements on a pari passu basis with Landlord as such costs become due, in the proportion of Excess TI Costs payable by Tenant to bring the TI Allowance payable by Landlord. If Tenant fails to pay, or is late in paying, any sum due to Landlord under this Tenant Work Letter, then Landlord shall have all of the rights and remedies set forth in the Lease for nonpayment of Rent (including the right to interest), and for purposes of any litigation instituted with regard to such amounts the same in line with a budget reasonably acceptable to Tenantshall be considered Rent. The All material and equipment furnished by Tenant or its contractors as the Tenant Improvements shall be new or “like new;” the Tenant Improvements shall be performed in a first-class, workmanlike manner and shall substantially conform with Applicable Laws manner; and the Approved TI Plans (as defined in quality of the Work Letter)Tenant Improvements shall be of a nature and character not less than the Building Standard. Tenant shall pay all TI Coststake, except that Landlord and shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of cause its contractors to take, commercially reasonable steps to protect the Premises (during the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses performance of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of including covering or temporarily removing any furniturewindow coverings so as to guard against dust, personal property debris or other non-building system equipment, (x) costs resulting from a Tenant Delay, (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). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvementsdamage.

Tenant Improvements. Landlord All Tenant Improvements shall cause the Core and Shell Contractor or another Contractor designated by Landlord and approved be performed by Tenant’s contractor, such consent not at Tenant’s sole cost and expense (subject to be unreasonably withheld or delayed (“TI Contractor”, and together Landlord’s obligations with Core and Shell Contractor, “Contractor”) respect to commence and thereafter diligently prosecute the construction any portion of the tenant improvements TI Allowance) and in accordance with the Premises pursuant to Approved Plans (as defined below), the Lease and this Work Letter (Letter. To the “Tenant Improvements”); provided, however, extent that before performing the Tenant Improvements, Landlord shall prepare in good faith an estimated budget for the construction total projected cost of the Tenant Improvements and deliver (as projected by Landlord) exceeds the TI Allowance (such budget to Tenant for Tenant’s written approval prior the start of construction (excess, the “BudgetExcess TI Costs”). Landlord and , Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update pay the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope costs of the Tenant Improvements on a pari passu basis with Landlord as such costs become due, in the proportion of Excess TI Costs payable by Tenant to bring the TI Allowance payable by Landlord. If the cost of the Tenant Improvements (as projected by Landlord) increases over Landlord’s initial projection, then Landlord may notify Tenant and Tenant shall pay any additional Excess TI Costs in the same way that Tenant paid the initial Excess TI Costs. If Tenant fails to pay, or is late in line paying, any sum due to Landlord under this Work Letter, then Landlord shall have all of the rights and remedies set forth in the Lease for nonpayment of Rent (including the right to interest and the right to assess a late charge), and for purposes of any litigation instituted with a budget reasonably acceptable regard to Tenantsuch amounts the same shall be considered Rent. The All material and equipment furnished by Tenant or its contractors as the Tenant Improvements shall be new or “like new;” the Tenant Improvements shall be performed in a first-class, workmanlike manner and shall substantially conform with Applicable Laws manner; and the Approved TI Plans (as defined in quality of the Work Letter)Tenant Improvements shall be of a nature and character not less than the Building Standard. Tenant shall pay all TI Coststake, except that Landlord and shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of require its contractors to take, commercially reasonable steps to protect the Premises (during the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses performance of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, including covering or temporarily removing any window coverings so as to guard against dust, debris or damage. All Tenant Improvements shall be performed in accordance with Article 17 of the Lease; provided that, notwithstanding anything in the Lease or this Work Letter to the contrary, in the event of a conflict between this Work Letter and (vi) Article 17 of the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (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). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant terms of this Work Letter shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvementsgovern.

Tenant Improvements. Landlord All Tenant Improvements shall cause the Core and Shell Contractor or another Contractor designated by Landlord and approved be performed by Tenant’s contractor, such consent not at Tenant’s sole cost and expense (subject to be unreasonably withheld or delayed (“TI Contractor”, and together Landlord’s obligations with Core and Shell Contractor, “Contractor”) respect to commence and thereafter diligently prosecute the construction any portion of the tenant improvements in the Premises Base TI Allowance and, if properly requested by Tenant pursuant to the terms of the Lease, the Additional TI Allowance) and in accordance with the Approved Plans (as defined below), the Lease and this Work Letter (Letter. To the “Tenant Improvements”); provided, however, extent that before performing the Tenant Improvements, Landlord shall prepare in good faith an estimated budget for the construction total projected cost of the Tenant Improvements and deliver (as projected by Landlord) exceeds the TI Allowance (such budget to Tenant for Tenant’s written approval prior the start of construction (excess, the “BudgetExcess TI Costs”). Landlord and , Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update pay the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope costs of the Tenant Improvements prior to bring Landlord’s expenditure of all or any portion of the TI Allowance. If the cost of the Tenant Improvements (as projected by Landlord) increases over Landlord’s initial projection, then Landlord may notify Tenant and cease funding any TI Allowance until Tenant has paid such additional Excess TI Costs towards the costs of the Tenant Improvements. If Tenant fails to pay any sum due to Landlord under this Work Letter, then Landlord shall have all of the rights and remedies set forth in the Lease for nonpayment of Rent (including the right to interest and the right to assess a late charge), and for purposes of any litigation instituted with regard to such amounts the same in line with a budget reasonably acceptable to Tenantshall be considered Rent. The All material and equipment furnished by Tenant or its contractors as the Tenant Improvements shall be new or “like new;” the Tenant Improvements shall be performed in a first-class, workmanlike manner and shall substantially conform with Applicable Laws manner; and the Approved TI Plans (as defined in quality of the Work Letter)Tenant Improvements shall be of a nature and character not less than the Building Standard. Tenant shall pay all TI Coststake, except that Landlord and shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of require its contractors to take, commercially reasonable steps to protect the Premises (during the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses performance of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, including covering or temporarily removing any window coverings so as to guard against dust, debris or damage. All Tenant Improvements shall be performed in accordance with Article 17 of the Lease; provided that, notwithstanding anything in the Lease or this Work Letter to the contrary, in the event of a conflict between this Work Letter and (vi) Article 17 of the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (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). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant terms of this Work Letter shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvementsgovern.

Tenant Improvements. Landlord shall cause the Core and Shell Contractor or another Contractor designated by Landlord and approved by Tenant, such consent not (a) In addition to be unreasonably withheld or delayed (“TI Contractor”, and together with Core and Shell Contractor, “Contractor”) to commence and thereafter diligently prosecute the construction of the Landlord Improvements as described above, Landlord agrees to construct those tenant improvements in the Premises pursuant to the Work Letter (the “Tenant Improvements”) which are requested by Tenant prior to the mutual approval of the Drawings (as defined below); provided. (b) Landlord shall pay for the Tenant Improvements by providing an allowance (the “Allowance”) up to a maximum amount of $3,880,000 ($5.07 psf, exclusive of the area to be subleased to Highland Fairview (or one of its Affiliates)), and Tenant shall pay for the cost of the Tenant Improvements in excess of such amount. Provided, however, that before performing the obligation of Landlord to pay for any Tenant Improvements in excess of $2,880,000 are contingent upon there being any funds left after the construction of the Building has been completed in the “contingency” line item of the Development Budget, as defined in the Development Management Agreement between Landlord and HFC Holdings, LLC (not to exceed $1,000,000) (such amount, the “Contingent Allowance”). If after the Drawings (as defined below) have been mutually agreed upon and Tenant has approved the bids for the Tenant Improvements, the cost of the Tenant Improvements is estimated to exceed $2,880,000, prior to Landlord’s commencement of construction of the Tenant Improvements, Tenant shall deposit the difference (between the total estimated cost of the Tenant Improvements and $2,880,000) into an escrow account with First American Title Insurance Company or another mutually agreeable escrow company (“Escrow Holder”). The parties shall execute joint escrow instructions to the Escrow Holder which shall also be acceptable to Escrow Holder (including any “general escrow instructions” reasonably required by Escrow Holder), and which shall provide that the funds shall be distributed from escrow only upon joint written instructions from Landlord and Tenant. The cost of the escrow shall be paid one-half by Landlord and one-half by Tenant. The first $2,880,000 of the Allowance shall be applied against the actual cost of the Tenant Improvements, as such costs are incurred by Landlord. After such amount has been fully applied, Landlord shall prepare give notice to Tenant, and any additional costs of the Tenant Improvements shall be paid from escrow. No more frequently than monthly, Landlord shall submit to Tenant a demand for a disbursement from escrow, together with copies of invoices or other documentation which shows the costs of the Tenant Improvements covered by such demand. Unless Tenant disputes that such costs are due and payable, within ten (10) days after receipt of such demand from Landlord, Tenant shall give Escrow Holder written instructions to disburse the amount requested (which instructions shall be joined by Landlord). If Tenant disputes the amount due, it shall direct the disbursement of any amounts not in good faith an estimated budget dispute, and shall specify the basis for any disputed amounts. If Landlord agrees with the dispute, Landlord will seek to resolve the dispute with the general contractor or any applicable subcontractors. If Landlord does not agree with the dispute, Landlord shall authorize Tenant to deal directly with the general contractor or any applicable subcontractors to seek to resolve the dispute. Any costs or expenses incurred by Landlord which result from a dispute which is not resolved in favor of the Tenant shall be paid or reimbursed by Tenant to Landlord on demand. If the Property is encumbered by any mechanics lien as a result of a dispute by Tenant which is not agreed to by Landlord, Tenant shall, at its expense, promptly pay-off or bond around such lien. After final completion of the Landlord Improvements or the Tenant Improvements, the Tenant Improvements shall be reconciled with the total amount applied from the Allowance and the total amount disbursed to Landlord from escrow. If the total cost of the Tenant Improvements exceeded $2,880,000, and if any portion of the Contingent Allowance is available, then such amount, not to exceed $1,000,000, shall be promptly paid by Landlord to Tenant. If after approval of the Drawings (as defined below), Tenant shall desire any changes to the Tenant Improvements it shall follow the procedure for Change Orders described in Paragraph 1(b) above. Any and all costs of reviewing any Change Order Request relative to the Tenant Improvements, and any and all costs of making any changes to the Tenant Improvements which Tenant may request and which Landlord shall approve shall be at Tenant's sole cost and expense, and shall be paid to Landlord upon demand and before commencement of the work covered by the Change Order. Landlord shall proceed with and complete the construction of the Tenant Improvements in a good and deliver such budget workmanlike manner in accordance with all legal requirements and any Drawings prepared and approved by the parties as described below. The construction of the Tenant Improvements shall, to the extent possible, be coordinated with the construction of the Landlord Improvements. The Landlord Improvements shall not be deemed to have achieved Substantial Completion until the Tenant for Tenant’s written approval prior Improvements shall also have been Substantially Completed (also to be based upon the start opinion of construction (the “Budget”Architect of Record). The Landlord and Tenant shall work together cooperatively to prepare designs and in good faith to achieve a construction drawings (collectively, the “Drawings”) for the Tenant Improvements and any such Drawings must be mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, approved by Landlord and Tenant before work is commenced. The cost of such designs and drawings shall work together cooperativelybe part of the allowance described above. After the Drawings are mutually approved, if required by Tenant, to modify the scope of the Tenant Improvements will be put out to bring bid, and the same in line with a budget reasonably acceptable amount of the bids will be presented to TenantTenant for approval. Landlord will competitively bid all Tenant Improvements and will disclose such bids to Tenant on an "open book" basis. The Tenant Improvements shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans (as defined in the Work Letter). Tenant shall pay all TI Costs, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (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). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover constructed until Tenant has approved the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvementsbids.

Tenant Improvements. Landlord All Tenant Improvements shall cause the Core and Shell Contractor or another Contractor designated by Landlord and approved be performed by Tenant’s contractors, such consent not at Tenant’s sole and direct cost and expense (subject to be unreasonably withheld or delayed (“TI Contractor”, and together Landlord’s obligations with Core and Shell Contractor, “Contractor”) respect to commence and thereafter diligently prosecute the construction any portion of the tenant improvements TI Allowance) and in accordance with the Premises pursuant to Approved Plans (as defined below), the Lease and this Work Letter (the “Tenant Improvements”); provided, however, that before performing Letter. As part of the Tenant Improvements, with Landlord’s approval, Tenant may locate a Generator (as defined in Section 16.2 of the Lease) at the Project or on the roof of the Building in a location to be agreed upon by Landlord and Tenant during the design of the Tenant Improvements. The cost of maintaining, repairing and replacing the Generator shall prepare in good faith an estimated budget for be Tenant’s sole responsibility. To the construction extent that the total projected cost of the Tenant Improvements and deliver (as reasonably projected by Tenant) exceeds the TI Allowance (such budget to Tenant for Tenant’s written approval prior the start of construction (excess, the “BudgetExcess TI Costs”). Landlord and , Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budgetpay such Excess TI Costs. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope pay all costs of the Tenant Improvements as such costs become due and Landlord (upon receipt of a Reimbursement Request (as defined in Section 6.3) and the accompanying materials required by Section 6.3) shall reimburse Tenant on a pari passu basis, in the proportion of the TI Allowance payable by Landlord to bring the total projected costs of the Tenant Improvements. If Tenant fails to pay, or is late in paying, any sum due under this Work Letter, then Landlord may, but shall not be obligated to, pay such sums and collect the same from Tenant and shall have all of the rights and remedies set forth in line the Lease for nonpayment of Rent (including the right to interest and the right to assess a late charge), and for purposes of any litigation instituted with a budget reasonably acceptable regard to Tenantsuch amounts the same shall be considered Rent. The All material and equipment furnished by Tenant or its contractors as the Tenant Improvements shall be new or “like new;” the Tenant Improvements shall be performed in a good and workmanlike manner manner; and the Tenant Improvements shall be of Class A quality Tenant shall take, and shall substantially conform with Applicable Laws and the Approved TI Plans (as defined in the Work Letter). Tenant shall pay all TI Costsrequire its contractors to take, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of commercially reasonable steps to protect the Premises (during the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses performance of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of including covering or temporarily removing any furniturewindow coverings so as to guard against dust, personal property debris or other non-building system equipment, (x) costs resulting from a Tenant Delay, (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). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvementsdamage.

Tenant Improvements. Landlord and Tenant have approved the space plan and reflected ceiling plan for the Premises prepared by ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Architects, dated May 2, 2019, and the associated TI Scope List dated May 21, 2019 (collectively, the “Space Plan”), a copy of which is attached hereto as Schedule 1. Within five (5) business days following the date Tenant executes this Lease, Tenant shall cooperate in good faith with Landlord’s architects and engineers to supply such information necessary to allow the Landlord’s architects and engineers to complete the architectural and engineering drawings for the Premises, and the final architectural working drawings in a form which is complete to allow subcontractors to bid on the work and to obtain all applicable permits (the “Permits”) and in a manner consistent with, and which are a logical extension of, the Space Plan (collectively, the “Working Drawings”). Landlord shall supply Tenant with electronic and hard copies of the Working Drawings within three (3) business days of their completion. Tenant shall advise Landlord within seven (7) business days after Tenant’s receipt of such copies of the Working Drawings if the same are not consistent with the Approved Space Plan or incomplete in any material respect. If Landlord is so advised, Landlord shall promptly cause the Core and Shell Contractor or another Contractor designated by Landlord and approved by Tenant, such consent not Working Drawings to be unreasonably withheld revised to make them consistent with, or delayed (“TI Contractor”a reasonable extension of, the Approved Space Plan, it being the parties’ intention that the Working Drawings will be a natural and logical evolution of the Approved Space Plan. Landlord shall then re-submit the revised Working Drawings to Tenant in the format prescribed above, and together Tenant shall thereafter respond within the same timeframe set forth above, with Core the process repeating until Tenant approves or is deemed to have approved the Working Drawings (the “Approved Working Drawings”). Landlord, at its sole cost and Shell Contractorexpenses (except as expressly provided in this Tenant Work Letter), “Contractor”) to commence and thereafter diligently prosecute shall construct the construction of the tenant improvements in the Premises pursuant to the Work Letter (the “Tenant Improvements”); ) using Building standard methods, materials, and finishes pursuant to the Approved Working Drawings. Tenant shall make no changes or modifications to (i) the Space Plan or (ii) once completed and approved, the Approved Working Drawings, without the prior written consent of Landlord, which consent may be withheld in Landlord’s sole discretion if such change or modification would directly or indirectly delay the “Substantial Completion,” as that term is defined in Section 4.1 of this Tenant Work Letter, of the Premises or increase the cost of designing or constructing the Tenant Improvements, provided, however, that before performing the if Tenant Improvements, Landlord shall prepare in good faith an estimated budget for the construction of the Tenant Improvements and deliver such budget to Tenant for Tenant’s written approval prior the start of construction (the “Budget”). Landlord and Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant agrees in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope of the Tenant Improvements to bring the same in line with a budget reasonably acceptable to Tenant. The Tenant Improvements any such delay shall be performed a “Tenant delay” subject to Section 4.2 of this Tenant Work Letter and/or Tenant agrees in a workmanlike manner and shall substantially conform writing to deposit such additional costs with Applicable Laws and Landlord or apply the Approved TI Plans Improvement Allowance (as defined in the Work Letter). Tenant shall pay all TI Costs, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.52.2 below), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (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). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate not unreasonably withhold, condition or delay its approval to such changes. On the same to Tenant and, if required by TenantLease Commencement Date, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI CostsPremises, Base Building, and unless the TI Costs are reduced to be within Common Areas (including the Budget so-called “path of travel”) shall have been constructed in a good and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlordworkmanlike manner, and such additional amount shall be added to the TI Deposit. If the sum in compliance with applicable laws for unoccupied space as of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum date of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements Lease to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and required to allow Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain a certificate of occupancy or its legal equivalent allowing the benefit legal occupancy of any applicable research and development tax credits with respect to the Tenant Improvements.Premises for the Permitted Use. EXHIBIT B SORRENTO HIGHLANDS

Tenant Improvements. Landlord shall cause the Core and Shell Contractor or another Contractor designated by Landlord and approved by Tenant, such consent not Tenant may also build certain additional improvements to be unreasonably withheld or delayed (“TI Contractor”, and together with Core and Shell Contractor, “Contractor”) to commence and thereafter diligently prosecute the construction of the tenant improvements in the Premises pursuant to the Work Letter (the “Tenant Improvements”); provided, howeveras more particularly described in the Work Letter attached as Exhibit “E”. Landlord has included a Tenant Improvement allowance of Six Dollars ($6.00) per square foot of the Building (“TI Allowance”) (i.e., that before performing if the Tenant ImprovementsBuilding is 430,500 square feet, Landlord shall prepare in good faith an estimated budget $2,583,000.00) for the design, construction drawings, permits and actual construction of the Tenant Improvements and deliver such budget for payment of any Change Order Costs. Tenant shall be entitled to seek disbursement from the available TI Allowance to be paid, at Tenant’s election, either to Tenant for to the extent Tenant has previously paid such amounts or directly to Tenant’s written approval prior contractors, their subcontractors, and suppliers for the start cost of construction (the “Budget”). Landlord and any Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable BudgetImprovements constructed or installed by such contractors, subcontractors, and/or suppliers. Landlord shall update provide said disbursement within thirty (30) days after receipt of a written request for disbursement, provided that Tenant is in compliance with the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope of the Tenant Improvements to bring the same in line with a budget reasonably acceptable to Tenant. The Tenant Improvements shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans (as defined in the Work Letter). Tenant shall pay all TI Costs, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of following: (i) construction, Landlord must receive a written request for disbursement from Tenant together with complete invoices with all back up including copies of invoices from subcontractors to support general contractor invoices; (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project Landlord must have received W-9s for each contractor, subcontractor or construction management fees paid by Tenant supplier to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), paid; (iii) space planningLandlord must receive conditional upon progress lien waivers for each contractor, design, architect, engineering, data subcontractor or supplier to paid along with unconditional upon progress lien waivers for all previous disbursements; and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined Tenant is not in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase default of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (y) costs resulting from any default by Tenant of its obligations under this Lease, or (z) costs that are recoverable or reasonably recoverable by lease. All Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). In Improvements shall be constructed in the event the estimated total TI Costs (as manner set forth in the BudgetWork Letter. All invoices shall be subject to a ten percent (10%) exceed retention to be held either under the TI Allowanceapplicable construction contract, Tenant or if no retention thereunder, by Landlord. Payment of the ten percent (10%) retention shall deposit with Landlord such overage (be made upon Landlord’s receipt of the “TI Allowance Excess”), within five (5) business days as-built” drawings of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvements. Invoices must be received by the 5th of the month to be paid within thirty (30) days.

Tenant Improvements. (a) The final space plan (the “Space Plan”) for the Premises, mutually approved by the Parties, is or will be attached as Appendix 1. (b) Landlord shall cause the Core and Shell Contractor or another Contractor designated by Landlord and approved by Tenant, such consent not to be unreasonably withheld or delayed (“TI Contractor”, and together with Core and Shell Contractor, “Contractor”) to commence and thereafter diligently prosecute the construction of the tenant improvements in the Premises pursuant to the Work Letter Tenant Improvements (the “Tenant Improvements”)) described on the Space Plan to be completed in accordance with the plans and specifications (including the tenant finishes) (the “Tenant Improvement Plans”) approved by the Parties. The Tenant Improvements shall be made, and the Tenant Improvement Plans shall be prepared, at Tenant’s sole cost and expense, subject to the TI Allowance. (c) Landlord shall cause the Tenant Improvement Plans to be prepared. Landlord shall furnish the initial draft of the Tenant Improvement Plans to Tenant for Tenant’s review and approval. Tenant shall within one week after receipt either provide comments to such Tenant Improvement Plans or approve the same. Tenant shall be deemed to have approved such Tenant Improvement Plans if Tenant does not timely provide comments on such Tenant Improvement Plans. If Tenant provides Landlord with comments to the initial draft of the Tenant Improvement Plans, Landlord shall provide revised Tenant Improvement Plans to Tenant incorporating Tenant’s comments within one week after receipt of Tenant’s comments. Tenant shall within one week after receipt then either provide comments to such revised Tenant Improvement Plans or approve such Tenant Improvement Plans. Tenant shall be deemed to have approved such revised Tenant Improvement Plans if Tenant does not timely provide comments on such Tenant Improvement Plans. The process described above shall be repeated, if necessary, until the Tenant Improvement Plans have finally been approved by Tenant. (d) All bids and all costs will be provided to Tenant for approval per an “open book” process. The cost of the Tenant Improvements shall be calculated at Landlord’s actual cost, with no additional markup or profit to Landlord. Landlord shall provide Tenant with reasonable input into the bidding process (including bid review) so long as Tenant’s actions do not delay such process or the completion of the Tenant Improvements; provided, however, that before performing Landlord reserves the sole right and discretion, acting reasonably, to make all final decisions regarding selection of contractors, subcontractors and material suppliers, unless (except for all design/build subcontractors, that is, fire/life safety, mechanical, electrical and plumbing subcontractors, which shall not be subject to the following limitation) Tenant, acting reasonably, objects within five (5) business days after the acceptance of any bid of any subcontractor or material supplier to such bid as being an above-market bid (which objection shall be accompanied by a statement of the correct amount of a market bid and reasonable supporting evidence for such statement, such as, for example, a market bid from another reputable subcontractor or material supplier), in which case Landlord shall either cause such subcontractor or material supplier to reduce its bid to a market bid, or designate to Tenant another subcontractor or material supplier that provides a market bid. Landlord shall negotiate with its architects, contractors and suppliers to ensure that the design and construction of the Tenant Improvements are completed using high quality materials and workmanship, with such materials and workmanship being completed at fair market/industry standard costs. (e) Within five (5) business days following the award of all bids for the Tenant Improvements, Landlord shall prepare in good faith or caused to be prepared on an estimated open-book basis a construction budget for the Tenant Improvements, which shall reflect the costs set forth in all of such bids and shall be submitted to Tenant for Tenant’s approval. Tenant shall have five (5) business days following receipt of such budget to approve or request clarifications to the same and/or to perform value engineering and make changes to the Tenant Improvement Plans. Tenant shall be deemed to have approved such budget if Tenant does not timely provide comments on such budget. If Tenant provides Landlord with comments to the initial draft of such budget, Landlord shall provide a revised construction budget to Tenant incorporating Tenant’s comments within three (3) business days after receipt of Tenant’s comments. Tenant shall within three (3) business days after receipt then either provide comments to such revised budget or approve such budget. Tenant shall be deemed to have approved such revised budget if Tenant does not timely provide comments on such budget. The process described above shall be repeated, if necessary, until such budget finally has been approved by Tenant. On Tenant’s approval of the budget, Landlord shall submit to Tenant for Tenant’s signature a “Notice To Proceed With Construction” agreement which shall itemize all costs associated with the Tenant Improvements, and include Tenant’s agreement to pay for any such improvement costs in excess of the TI Allowance. Tenant shall execute the Notice to Proceed with Construction within three (3) business days after Tenant’s receipt of the same and prior to construction. (f) Landlord shall provide project management services in connection with the construction of the Tenant Improvements and deliver such budget to Tenant for the Change Orders (defined below). Such project management services shall be performed at Tenant’s written approval prior sole cost and expense, subject to the start TI Allowance, for a fee of five percent (5%) of all costs related to the preparation of the Tenant Improvement Plans and the construction (the “Budget”). Landlord and Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope of the Tenant Improvements to bring and the same Change Orders. Except for the fee described in line with a budget reasonably acceptable to Tenant. The Tenant Improvements the immediately preceding sentence, and for the general conditions, overhead and profit of the general contractor, no other administrative or supervisory fee shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans (as defined in the Work Letter). Tenant shall pay all TI Costs, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid payable by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (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). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit connection with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements or Change Orders. Tenant may, at Tenant’s discretion and sole cost and expense, engage a representative to the extent the same result from oversee construction activities on Tenant’s behalf. Said representative shall coordinate its efforts with Landlord’s gross negligenceproject manager and/or contractor, intentional misconduct or breach of Lease. Landlord shall have full access to all information and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits documentation with respect to the Tenant Improvements and may be engaged throughout the design and construction process of the Tenant Improvements. (g) Beginning with the Premises in their current “as is” condition as of the date of the Amendment, all improvements to the Premises shall be made at Tenant’s sole cost and expense, subject only to the TI Allowance.

Tenant Improvements. Landlord shall cause solicit bids for the Core and Shell Contractor or another Contractor designated by Landlord and Tenant Improvements from no less than three (3) but not more than five (5) general contractors as mutually approved by TenantTenant and Landlord (which may include some or all of the general contractors listed in the definition of "Contractor" above). All subcontracted work (except for fire alarm, such consent not Building automation system(s) connections, Building roof work and work associated with existing warranties) will be competitively bid by a minimum of three (3) qualified subcontractors in each trade of work. Tenant and Landlord will mutually agree on the selection of the Contractor to be unreasonably withheld or delayed (“TI Contractor”, and together with Core and Shell the general contractor for the Tenant Improvements. Upon selection of the Contractor, “Contractor”) Landlord will enter into a construction contract with the Contractor to commence perform the Work and thereafter diligently prosecute making advances to Contractor from the Improvement Allowance. The Tenant Improvements, pursuant to a construction contract that will provide for Substantial Completion to occur within the time period provided for in the Timeline and deliver possession of the Expansion Space to Tenant. Tenant will be responsible for all direct and indirect costs of the design and construction of the tenant improvements in the Premises pursuant to the Work Letter (the “Tenant Improvements”); provided. Such costs may include, howeverwithout limitation, that before performing all costs of preparing the Space Plan, construction document preparation, design, Plans and Specifications, general conditions, labor, materials, and other construction costs, the fees (on an hourly basis) of Contractor’s project manager and site superintendent for the Tenant Improvements, Landlord shall prepare and all costs incurred in good faith an estimated budget connection with obtaining permits for the Tenant Improvements. If the contracts for the construction of the Tenant Improvements and deliver such budget to Tenant for Tenant’s written approval prior will exceed the start of construction (the “Budget”). Landlord and Improvement Allowance, Tenant shall work together cooperatively pay such excess in full. For all purposes of ownership, including risk of loss thereto, the Tenant Improvements will immediately upon installation be and in good faith remain a part of the Building and the property of Landlord. Work shall be deemed to achieve a mutually acceptable Budgetcompleted upon Substantial Completion. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant hereby elects in writing if to have Landlord's Construction Manager, ▇▇▇▇▇ Interests, manage the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope construction of the Tenant Improvements for this phase and agrees that such Construction Manager shall receive a fee for such services in an amount equal to bring the same in line with a budget reasonably acceptable to Tenant. The Tenant Improvements shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans (as defined in the Work Letter). Tenant shall pay all TI Costs, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) hard costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (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). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvementsconstruction.

Tenant Improvements. Landlord shall cause the Core and Shell Contractor or another Contractor designated by Landlord and approved by Tenant, such consent not to be unreasonably withheld or delayed (“TI Contractor”, and together with Core and Shell Contractor, “Contractor”) to commence and thereafter diligently prosecute the construction of the tenant improvements in the Premises pursuant to the Work Letter Any initial Tenant Improvements (the “Tenant Improvements”); provided) that Tenant may desire to make in, howeverto or upon the Premises, that before performing shall be made at Tenant’s sole cost and expense, and only after first submitting the plans and specifications therefor to Landlord and obtaining the consent of Landlord thereto in writing, which consent shall not be unreasonably withheld and, thereafter, obtaining all required governmental approvals therefor. Any such Tenant Improvements, Improvements (except trade fixtures) shall at once become a part of the Premises and shall be surrendered to Landlord shall prepare in good faith an estimated budget for upon the construction expiration or sooner termination of this Lease. All work with respect to the Tenant Improvements must be done in a good and deliver such budget workmanlike manner and diligently prosecuted to Tenant for Tenant’s written approval prior completion to the start of construction (the “Budget”). Landlord and Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication end that the Budget is likely to improvements on the Premises shall at all times be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify a complete unit except during the scope period of the Tenant Improvements to bring the same in line with a budget reasonably acceptable to Tenantwork. The Any such Tenant Improvements shall be performed and done strictly in a workmanlike manner accordance with the laws and shall substantially conform ordinances relating thereto, and with Applicable Laws and the Approved TI Plans (as defined in requirements of all carriers of insurance on the Work Letter)Premises. Tenant shall pay all TI Costs, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of In performing the TI Work, including without limitation the hard and soft costs work of (i) construction, (ii) the Construction Management Fee (as any such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and Tenant agrees to use a bondable contractor, which contractor shall be either (vi1) one of the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase contractors set forth in a listing of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (y) costs resulting from any default approved contractors prepared by Tenant of its obligations under this LeaseLandlord, or (z2) costs that are recoverable or reasonably recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). In the event the estimated total TI Costs (as if not set forth in such a listing, approved by Landlord in writing prior to the Budget) exceed commencement of Tenant’s work, such approval not to be unreasonably withheld; and Tenant shall have the TI Allowancework performed in such a manner so as not to obstruct the access of any other tenant in the Project. Before commencing any such work or construction in or about the Premises, Tenant shall deposit with notify Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate in writing of the TI Costs set forth in the Budget underestimates the amount expected date of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then commencement thereof. Landlord shall communicate have the same right at any time and from time to Tenant andtime to post and maintain on the Premises such notices as Landlord deems necessary to protect the Premises and Landlord from the liens of mechanics, if required by Tenantlaborers, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costsmaterialmen, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Depositsuppliers or vendors. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Initials CZ Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvements.Initials HZ

Tenant Improvements. Landlord shall cause solicit bids for the Core and Shell Contractor or another Contractor designated by Landlord and Tenant Improvements from no less than three (3) but not more than five (5) general contractors as mutually approved by TenantTenant and Landlord (which may include some or all of the general contractors listed in the definition of "Contractor" above). All subcontracted work (except for fire alarm, such consent not Building automation system(s) connections, Building roof work and work associated with existing warranties) will be competitively bid by a minimum of three (3) qualified subcontractors in each trade of work. Tenant and Landlord will mutually agree on the selection of the Contractor to be unreasonably withheld or delayed (“TI Contractor”, and together with Core and Shell the general contractor for the Tenant Improvements. Upon selection of the Contractor, “Contractor”) Landlord will enter into a construction contract with the Contractor to commence perform the Work and thereafter diligently prosecute making advances to Contractor from the Improvement Allowance. The Tenant Improvements, pursuant to a construction contract that will provide for Substantial Completion to occur within the time period provided for in the Timeline and deliver possession of the Expansion Space to Tenant. Tenant will be responsible for all direct and indirect costs of the design and construction of the tenant improvements in the Premises pursuant to the Work Letter (the “Tenant Improvements”); provided. Such costs may include, howeverwithout limitation, that before performing all costs of preparing the Space Plan, construction document preparation, design, Plans and Specifications, general NEW EXHIBIT D – TENANT IMPROVEMENTS AGREEMENT conditions, labor, materials, wiring and cabling costs, MEP fees, and other construction costs, the fees (on an hourly basis) of Contractor’s project manager, Landlord’s construction manager and site superintendent for the Tenant Improvements, Landlord shall prepare and all costs incurred in good faith an estimated budget connection with obtaining permits for the Tenant Improvements and moving costs (not to exceed $37,360.05). If the contracts for the construction of the Tenant Improvements and deliver such budget to Tenant for Tenant’s written approval prior will exceed the start of construction (the “Budget”). Landlord and Improvement Allowance, Tenant shall work together cooperatively pay such excess in full. For all purposes of ownership, including risk of loss thereto, the Tenant Improvements will immediately upon installation be and in good faith remain a part of the Building and the property of Landlord. Work shall be deemed to achieve a mutually acceptable Budgetcompleted upon Substantial Completion. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant hereby elects in writing if to have Landlord's construction manager, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, manage the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope construction of the Tenant Improvements for this phase and agrees that such construction manager shall receive a fee for such services in an amount equal to bring the same in line with a budget reasonably acceptable to Tenant. The Tenant Improvements shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans (as defined in the Work Letter). Tenant shall pay all TI Costs, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) hard costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (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). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvementsconstruction.

Tenant Improvements. Landlord All Tenant Improvements shall cause the Core and Shell Contractor or another Contractor designated by Landlord and approved be performed by Tenant’s contractor, such consent not at Tenant’s sole cost and expense (subject to be unreasonably withheld or delayed (“TI Contractor”, and together Landlord’s obligations with Core and Shell Contractor, “Contractor”) respect to commence and thereafter diligently prosecute the construction any portion of the tenant improvements TI Allowance and in accordance with the Premises pursuant to Approved Plans (as defined below), the Lease and this Work Letter (Letter. To the “Tenant Improvements”); provided, however, extent that before performing the Tenant Improvements, Landlord shall prepare in good faith an estimated budget for the construction total projected cost of the Tenant Improvements and deliver (as projected by Landlord) exceeds the TI Allowance (such budget to Tenant for Tenant’s written approval prior the start of construction (excess, the “BudgetExcess TI Costs”). Landlord and , Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update pay the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope costs of the Tenant Improvements on a pari passu basis with Landlord as such costs become due, in the proportion of Excess TI Costs payable by Tenant to bring the base TI Allowance. If the cost of the Tenant Improvements (as projected by Landlord) increases over Landlord’s initial projection, then Landlord may notify Tenant and Tenant shall pay any additional Excess TI Costs in the same way that Tenant pays the initial Excess TI Costs. If Tenant fails to pay, or is late in line paying, any sum due to Landlord under this Work Letter, then Landlord shall have all of the rights and remedies set forth in the Lease for nonpayment of Rent (including the right to interest and the right to assess a late charge), and for purposes of any litigation instituted with a budget reasonably acceptable regard to Tenantsuch amounts the same shall be considered Rent. The All material and equipment furnished by Tenant or its contractors as the Tenant Improvements shall be new or “like new;” the Tenant Improvements shall be performed in a first-class, workmanlike manner and shall substantially conform with Applicable Laws manner; and the Approved TI Plans (as defined in quality of the Work Letter)Tenant Improvements shall be of a nature and character not less than the Building Standard. Tenant shall pay all TI Coststake, except that Landlord and shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of require its contractors to take, commercially reasonable steps to protect the Premises (during the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses performance of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, including covering or temporarily removing any window coverings so as to guard against dust, debris or damage and (vi) ensuring compliance with the Warm Shell CostsContractor Rules and Regulations. In no All Tenant Improvements shall be performed in accordance with Article 17 of the Lease; provided that, notwithstanding anything in the Lease or this Work Letter to the contrary, in the event shall of a conflict between this Work Letter and Article 17 of the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (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). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant terms of this Work Letter shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Depositgovern. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costsapplicable, Tenant shall reimburse Landlord the difference between (a) the TI Costs all vivarium or critical operation areas must have dedicated HVAC and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvementselectrical systems serving those areas.

Tenant Improvements. Unless specified otherwise herein, Tenant shall bear and pay the cost of the Tenant Improvements (which cost shall include, without limitation, the costs of construction as provided for in the Tenant Improvement Contractor’s contract, the cost of permits, and all architectural, design, space planning, and engineering services obtained by Tenant in connection with Tenant Improvements, laboratory and office improvements, break room with appropriate sinks/cabinetry„ wiring and cabling costs, and cubicle costs), provided that so long as Tenant is not in default under the Lease, Landlord shall cause the Core and Shell Contractor or another Contractor designated by Landlord and approved by Tenantcontribute a maximum of $9 per rentable square foot, such consent not to be unreasonably withheld or delayed (“TI Contractor”, and together with Core and Shell Contractor, “Contractor”) to commence and thereafter diligently prosecute the construction for an aggregate maximum of the tenant improvements in the Premises pursuant to the Work Letter $295,380.00 (the “Tenant ImprovementsImprovement Allowance”) for such costs ( but no more than $49,230 on account of cubicle costs); provided, however, that before performing the which shall be paid by Landlord without any increase in any component of Base Monthly Rent. The Tenant Improvement Allowance shall be utilized only for Tenant Improvements, and shall be available to Tenant only until December 31, 2007, after which Landlord shall prepare in good faith an estimated budget for the construction have no further obligation to provide any portion of the Tenant Improvements Improvement Allowance. Subject to such deadline and deliver such budget to based upon applications for payment (including Tenant Improvement Contractor’s Application and Certification for Tenant’s written approval prior the start of construction (the “Budget”). Landlord Payment ALA G702 certified by Tenant Improvement Architect) submitted and Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required certified by Tenant, to modify the scope Landlord shall within thirty (30) days of receipt thereof make progress payments from the Tenant Improvements Improvement Allowance to bring Tenant or the same applicable contractor or subcontractor (but in line with a budget reasonably acceptable to Tenant. The Tenant Improvements shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans (as defined in the Work Letter). Tenant shall pay all TI Costs, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars (no event more than $125.00) 9 per rentable square foot of for the Premises (the “Initial TI Allowance”applicable space under construction), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections cost of the Tenant Improvements, improvements (including but not limited to all of the foregoing fees and (vicosts) in excess of the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (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). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Improvement Allowance, Tenant if any, shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required paid entirely by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvements.

Tenant Improvements. Unless specified otherwise herein, Tenant shall bear and pay the cost of the Tenant Improvements,(which cost shall include, without limitation, the costs of construction as provided for in the Tenant Improvement Contractor’s contract, the cost of permits, all architectural, design, space planning, and engineering services obtained by Tenant in connection with Tenant Improvements, laboratory and office improvements, wiring and cabling costs, and cubicle costs and the construction supervision fee payable to Landlord in an amount equal to the lesser of (i) $150,000, and (ii) 1.5% of the cost (excluding such fee) of the Tenant Improvements; provided that so long as Tenant is not in default under the Lease beyond all applicable notice and cure periods, Landlord shall cause the Core and Shell Contractor or another Contractor designated by Landlord and approved by Tenantcontribute a maximum of $150 per rentable square foot, such consent not to be unreasonably withheld or delayed for an aggregate maximum of (“TI Contractor”, and together with Core and Shell Contractor, “Contractor”a) to commence and thereafter diligently prosecute the construction of the tenant improvements in the Premises pursuant to the Work Letter $15,121,200 (the “Tenant ImprovementsImprovement Allowance”); provided, howeverwhich shall be utilized only building improvements to the Building, the Generator and for any related costs, including but not limited to design, engineering, construction, furniture and equipment appurtenant to the Leased Premises, cabling, project management fees, moving expenses, and signage, plus (b) the additional sum of $350,000 (the “Elevator Allowance”) to be used by Tenant to partially defray the cost of the freight elevator to be installed by Tenant. The Tenant Improvement Allowance shall be available to Tenant until the later of (i) December 1, 2022, as may be delayed by Force Majeure and Landlord Delays, and (ii) the date that before performing is thirty (30) months after the Lease Commencement Date (the “TI Allowance Deadline”), after which Tenant shall have no further right to request any unrequested portion of the Tenant ImprovementsImprovement Allowance. The Elevator Allowance shall be available to Tenant until December 31, 2026, as may be delayed by Force Majeure and Landlord Delays (the “Elevator Allowance Deadline”; together with the TI Allowance Deadline, each an “Allowance Deadline”), after which Tenant shall have no further right to request any unrequested portion of the Elevator Allowance. Landlord acknowledges that Tenant may complete pre-construction, construction and installation of the freight elevator in phases over the course of the Term of the Lease, and agrees to make payments (which may be in multiple draws) of the Elevator Allowance to Tenant in accordance with this Paragraph 3. Subject to the applicable Allowance Deadline, based upon applications for payment prepared, certified and submitted by Tenant as described below, Landlord shall prepare make progress payments from the Tenant Improvement Allowance or Elevator Allowance to Tenant in good faith accordance with the provisions of this Paragraph 3 as follows: (i) Not later than the 25th day of each month Tenant shall submit applications for payment to Landlord in a form reasonably acceptable to Landlord, including Tenant Improvement Contractor’s Application and Certification for Payment AIA G702 certified by Tenant Improvement Architect, certified as correct by an estimated budget authorized representative of Tenant and by Tenant’s architect, for payment of Landlord’s pro rata portion (as determined pursuant to subsection (iii) below) of the construction cost of the Tenant Improvements allocable to labor, materials and deliver equipment incorporated in the Building during the period from the first day of the same month projected through the last day of the month. Each application for payment shall set forth such budget information and shall be accompanied by such supporting documentation as shall be reasonably requested by Landlord, including the following: Exhibit C 110015197v.8 (A) Invoices and canceled checks. (B) Fully executed conditional lien releases in the form prescribed by law from the Tenant Improvement Contractor and all subcontractors and suppliers furnishing labor or materials during such period and fully executed unconditional lien releases from all such entities covering the prior payment period. (C) Tenant Improvement Contractor’s worksheets showing percentages of completion. (D) Tenant Improvement Contractor’s certification as follows: “There are no known mechanics’ or materialmen’s liens outstanding at the date of this application for payment, all due and payable bills with respect to Tenant the Building have been paid to date or shall be paid from the proceeds of this application for Tenantpayment, and there is no known basis for the filing of any mechanics’ or materialmen’s written approval prior liens against the start Building or the Property, and, to the best of construction our knowledge, waivers from all subcontractors are valid and constitute an effective waiver of lien under applicable law to the extent of payments that have been made or shall be made concurrently herewith.” (the “Budget”). Landlord and ii) Tenant shall work together cooperatively submit with each application for payment all documents necessary to effect and perfect the transfer of title to the materials or equipment for which application for payment is made. (iii) Prior to the TI Allowance Deadline, on or before the 30th day following submission of the application for payment, so long as Tenant is not in good faith to achieve a mutually acceptable Budget. monetary default, or material non-monetary default beyond the expiration of any notice and cure periods expressly set forth in the Lease or this Work Letter, under the terms of this Work Letter or the Lease, Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by pay a share of such payment pari passu with Tenant, to modify determined by multiplying the scope amount of such payment by a fraction, the numerator of which is the amount of the Tenant Improvements to bring Improvement Allowance, and the same denominator of which is $20,000,000 (i.e., the total amount set forth in line with the “Initial TI Budget,” defined herein as a budget reasonably acceptable to Tenantincluding in reasonable detail the estimated construction cost of all Tenant Improvement work and materials for the entire Leased Premises, and the estimated cost of all professional services, fees and permits in connection therewith). The Tenant Improvements In this regard, it shall be performed in a workmanlike manner condition to Landlord’s obligation to make any disbursement of the Tenant Improvement Allowance that Tenant first shall have finalized and shall substantially conform with Applicable Laws and delivered to Landlord the Approved Initial TI Plans (as defined in the Work Letter)Budget. Tenant shall pay the balance of such payment, provided that at such time as Landlord has paid the entire Tenant Improvement Allowance on account of such Tenant Improvement work, all b▇▇▇▇▇▇▇ shall be paid entirely by Tenant. If upon completion of the Tenant Improvement Work and payment in full to the Tenant Improvement Contractor, the architect and engineer, and payment in full of all fees and permits, the portion of the cost of the Tenant Improvement Work, architects’ and engineers’ fees, permits and fees theretofore paid by Landlord is less than the Tenant Improvement Allowance, Landlord shall reimburse Tenant for costs expended by Tenant for Tenant Improvement work up to the amount by which the Tenant Improvement Allowance exceeds the portion of such cost theretofore paid by Landlord. Landlord shall have no obligation to advance the Tenant Improvement Allowance to the extent it exceeds the total cost of the Tenant Improvement Work. In no event shall Landlord have any responsibility for the cost of the Tenant Improvement Work in excess of the Improvement Allowance. Landlord shall have no obligation to make any payments to Tenant Improvement Contractor’s material suppliers or subcontractors or to determine whether amounts due them from Tenant Improvement Contractor in connection with the Tenant Improvement work have, in fact, been paid. Exhibit C 110015197v.8 (iv) Following the TI CostsAllowance Deadline until the Elevator Allowance Deadline, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot amounts requested by Tenant, on or before the 30th day following submission of the Premises application for payment, so long as Tenant is not in default under the terms of this Work Letter or the Lease (beyond all applicable notice and cure periods). Landlord shall have no obligation to advance the “Initial TI Allowance”)Elevator Allowance to the extent it exceeds the total cost of Tenant’s freight elevator, together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any all costs of the Attached Property (as defined in Section 18.5)pre-construction, (v) building permits construction, installation, equipment and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and (vi) the Warm Shell Costsassembly thereof. In no event shall Landlord have any responsibility for the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (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). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate cost of the TI Costs set forth freight elevator in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum excess of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Improvement Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant ImprovementsElevator Allowance.

Tenant Improvements. Landlord shall cause construct and, except as provided below to the Core and Shell Contractor or another Contractor designated by Landlord and approved by Tenantcontrary, such consent not to be unreasonably withheld or delayed (“TI Contractor”, and together with Core and Shell Contractor, “Contractor”) to commence and thereafter diligently prosecute pay for the construction entire cost of constructing the following tenant improvements in the Premises pursuant to the Work Letter (collectively, the “Tenant Improvements”): • remove seven (7) offices (See Exhibit A); provided• patch and repair of ceiling by way of replacement. Ceiling grid in the area of the demolition will be replaced and repaired using new materials consisting of equal quality, howeverstructure, color, texture and appearance (to the extent such materials are still available) to ensure a consistent “matched’ appearance throughout the Premises; • new carpet and base throughout the Premises (utilizing a mutually agreed upon Building-Standard carpet and base that before performing is in stock); • cap any remaining floor cores unused by Tenant’s furniture and cover with the new carpet; and • touch-up paint as needed throughout the Premises. Tenant may request changes to the Tenant Improvements, Landlord Improvements provided that (a) the changes shall prepare in good faith an estimated budget not be of a lesser quality than Landlord’s standard specifications for tenant improvements for the Building, as the same exists on the Effective Date (the “Standards”); (b) the changes conform to applicable governmental regulations and necessary governmental permits and approvals can be secured; (c) the changes do not require building service beyond the levels normally provided to other tenants in the Building; (d) the changes do not have any adverse effect on the structural integrity or systems of the Building; (e) the changes will not, in Landlord’s opinion, unreasonably delay construction of the Tenant Improvements Improvements; and deliver such budget to Tenant (f) Landlord has determined in its sole but reasonable discretion that the changes are of a nature and quality consistent with the overall objectives of Landlord for Tenant’s written approval prior the start of construction (the “Budget”). Landlord and Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceededBuilding. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required approves a change requested by Tenant, then, as a condition to modify the scope effectiveness of the Tenant Improvements to bring the same in line with a budget reasonably acceptable to Tenant. The Tenant Improvements shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans (as defined in the Work Letter). Landlord’s approval, Tenant shall pay all TI Coststo Landlord upon demand by Landlord the increased actual cost attributable to such change, except that Landlord shall pay for TI Costs that do not exceed as reasonably determined by Landlord. To the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot extent any such change results in a delay of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses completion of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event then such delay shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from constitute a Tenant Delay, (y) costs resulting from any default delay caused by Tenant as described below. Concurrently with construction of its obligations under this Leasethe Tenant Improvements, or (z) costs that are recoverable or reasonably recoverable by Tenant from but not as a third party (e.g.part thereof, insurers, warrantors, or tortfeasors). In Landlord shall allow the event installation of Tenant’s security system for access to the estimated total TI Costs (as set forth Premises in the Budget) exceed Building elevators serving the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required Premises by Tenant, utilizing Tenant’s security installation vendor(s), provided such installation shall be under the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costssupervision of Landlord. All costs of such installation, and unless the TI Costs are reduced to be within removal thereof upon Tenant’s vacation of the Budget and previously paid TI DepositPremises, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvementsresponsibility.

Tenant Improvements. (a) Landlord shall cause provide Tenant with a tenant improvement allowance of Six Hundred Fifty-Six Thousand Four Hundred Fifteen Dollars ($656,415.00) (the Core "Tenant Improvement Allowance"). The Tenant Improvement Allowance shall be applied toward construction, engineering, professional, telecommunication, design, project management, plan review, permits, architecture, voice and Shell Contractor data cabling and other costs and expenses associated with the Tenant Improvements (as hereinafter defined) to the Premises. Landlord shall be responsible for the payment of all costs and expense associated with improvements to the Premises up to the Tenant Improvement Allowance, whether such improvements are performed by Landlord, Duke Construction Limited Partnership, any other subsidiary or another Contractor designated affiliate of Landlord. Any cost or expense incurred by Landlord and approved by Tenant in connection with the Tenant improvements to the Premises in excess of the Tenant Improvement Allowance (the "Excess") shall be borne by Tenant and shall be paid by Tenant to Landlord within thirty (30) days of Tenant's receipt of an invoice from Landlord providing sufficient detail and documentation for such costs and expenses. Failure by Tenant to pay any portion of the Excess as aforesaid is an event of default hereunder. (b) Following the date of this Amendment, Tenant will work with a space planner to develop a space plan for the Premises that is reasonably acceptable to Landlord (the "Space Plan"). Within thirty (30) days after Landlord's receipt of the Space Plan, Tenant shall prepare and submit to Landlord a set of plans and specifications and/or construction drawings (the "Plans and Specifications") prepared by an architect reasonably acceptable to Landlord covering all work to be performed by Landlord in constructing the leasehold improvements to the Premises in accordance with the Space Plan (the "Tenant Improvements"). Landlord shall participate in the design meetings with Tenant's architect to maintain Landlord's building standards and to provide preconstruction cost estimating. Landlord shall have ten (10) days after receipt of the Plans and Specifications in which to review the Plans and Specifications and to give Tenant written notice of Landlord's approval of the Plans and Specifications or its requested changes to the Plans and Specifications. Tenant shall have no right to request any leasehold improvements or any changes to the Plans and Specifications that would materially alter the Premises, the exterior appearance or basic nature of the Building, or the Building systems. If Landlord fails to approve or request changes to the Plans and Specifications within ten (10) days after its receipt of the Plans and Specifications, then Landlord shall be deemed to have approved the Plans and Specifications and the same shall thereupon be final. If Landlord requests any changes to the Plans and Specifications, Tenant shall make those changes which are reasonably requested by Landlord and shall within ten (10) business days of its receipt of such request submit the revised portion of the Plans and Specifications to Landlord. Landlord may not thereafter disapprove the revised portions of the Plans and Specifications unless Tenant has unreasonably failed to incorporate reasonable comments of Landlord and, subject to the foregoing, the Plans and Specifications, as modified by said revisions, shall be deemed to be final upon the submission of said revisions to Landlord. Landlord shall at all times in its review of the Plans and Specifications, and of any revisions thereto, act reasonably and in good faith. Landlord agrees to confirm Landlord's consent to the Plans and Specifications in writing within three (3) business days following Tenant's written request therefor. (c) Following Landlord's approval (or deemed approval) of the Plans and Specifications, Landlord shall solicit competitive bids from at least three (3) subcontractors for each major trade. Landlord shall provide Tenant with Landlord's form for prequalifying subcontractors, attached hereto as Exhibit A and incorporated herein, and its current list of approved subcontractors for each major trade, attached hereto as Exhibit B and incorporated herein. Tenant shall have the right to provide Landlord with a proposed subcontractor for each major trade which may or may not be on Landlord's approved list, and provided such subcontractor meets with Landlord's reasonable approval, such consent not subcontractor shall have the right to enter a bid. Upon Tenant's request, Landlord shall also obtain a description of the base warranty and any extended warranty terms relating to any equipment, machinery, trade fixtures or other personal property to be unreasonably withheld or delayed (“TI Contractor”, and together installed in connection with Core and Shell Contractor, “Contractor”) to commence and thereafter diligently prosecute the construction of the tenant improvements in the Premises pursuant to the Work Letter (the “Tenant Improvements”); provided, however, that before performing the Tenant Improvements, Landlord shall prepare in good faith an estimated budget for the construction of the Tenant Improvements and deliver such budget to Tenant for Tenant’s written approval prior the start of construction (the “Budget”). Landlord and Tenant shall work together cooperatively review the bids and in good faith to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing warranties, if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceededapplicable, Landlord jointly and Tenant shall work together cooperativelyselect one subcontractor for each item bid. Promptly following the selection of a subcontractor for each major trade, if required by Tenant, Landlord shall deliver to modify Tenant a statement of the scope cost to construct and install all of the Tenant Improvements (the "Cost Statement"). Tenant acknowledges and agrees that (i) the cost to bring construct and install the same in line with a budget reasonably acceptable to Tenant. The Tenant Improvements shall be performed in include a workmanlike manner six percent (6%) fee plus (A) Landlord's actual overhead expenses associated with the Tenant Improvements that includes preconstruction and project management, administrative support, telephones, utilities, etc., and (B) Landlord's actual costs of general conditions associated with the Tenant Improvements that include, but are not limited to, permits, onsite supervision, temporary utilities, temporary facilities and project cleanup, (such overhead and general conditions shall substantially conform with Applicable Laws and the Approved TI Plans (as defined in the Work Letter). Tenant shall pay all TI Costs, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three eight percent (38%) of the TI Allowancetotal construction costs for the Tenant Improvements), and (iiiii) space planningsaid fee, design, architect, engineering, data overhead and phone cabling general conditions shall be included in the Cost Statement and other related services, applied against the Tenant Improvement Allowance (ivas hereinafter defined). Tenant agrees to acknowledge the Cost Statement in writing within five (5) costs business days following Landlord's written request therefor. (d) Landlord shall provide Tenant with a proposed schedule for the construction and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any installation of the Attached Property Tenant Improvements that is reasonably acceptable to Tenant and shall perform the construction in accordance with such schedule and the Plans and Specifications, subject to extensions for Force Majeure Delays and Tenant Delays (as defined hereinafter defined). Landlord shall notify Tenant of any material changes to said schedule as a result of such Force Majeure Delays and Tenant Delays. In the event the Tenant Improvements are not Substantially Completed (as hereafter defined) in Section 18.5)accordance with the schedule as extended by Force Majeure Delays and Tenant Delays, Tenant shall receive one day of rent abatement for each day of delay until the Tenant Improvements are Substantially Completed. Tenant agrees to coordinate with Landlord regarding the installation of Tenant's phone and data wiring and any other trade related fixtures that will need to be installed in the Premises prior to Substantial Completion. In addition, if and to the extent permitted by applicable laws, rules and ordinances, Tenant shall have the right to enter the Premises for fifteen (v15) building permits days prior to the anticipated date for Substantial Completion (as such date may be modified from time to time) in order to install fixtures and other taxes, fees, charges and levies by governmental and quasi-governmental agencies otherwise prepare the Premises for permits or for inspections occupancy. During any entry prior to the Substantial Completion of the Tenant Improvements (i) Tenant shall not interfere with Landlord's completion of the Tenant Improvements, and (viii) Tenant shall cause its personnel and contractors to comply with the Warm Shell Coststerms and conditions of Landlord's rules of conduct (which Landlord agrees to furnish to Tenant upon request). (e) Tenant shall have the right to request changes to the Plans and Specifications at any time by way of written change order (each, a "Change Order", and collectively, "Change Orders"). In no event Provided such Change Order is reasonably acceptable to Landlord, Landlord shall prepare and submit promptly to Tenant a memorandum setting forth the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs impact on cost and schedule resulting from a Tenant Delay, said Change Order (y) costs resulting from any default by Tenant the "Change Order Memorandum 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 tortfeasorsAgreement"). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”)shall, within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate following Tenant's receipt of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI CostsMemorandum of Agreement, either (i) execute and unless return the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount Change Order Memorandum of Agreement to Landlord, and such additional amount in which case the Cost Statement shall be added deemed modified automatically to take into account said Change Order, (ii) retract its request for the TI Deposit. If the sum Change Order, or (iii) amend its proposed Change Order, in which case Landlord shall prepare a new Change Order Memorandum of Agreement and Tenant shall respond as provided herein. (f) For purposes of this Amendment "Substantial Completion" (or any grammatical variation thereof) shall mean completion of construction of the TI Allowance plus the TI Deposit is not sufficient Tenant Improvements, subject only to cover the TI Costs, punchlist items to be identified by Landlord and Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum in a joint inspection of the TI Allowance Premises prior to Tenant's occupancy, the completion of which will not materially affect Tenant's use and occupancy of, or ability to obtain an occupancy permit for the TI Deposit. HoweverPremises which completion and punchlist items shall be evidenced by a writing signed by Tenant and Landlord (Tenant acknowledging, however, that even if Landlord has Substantially Completed the Tenant Improvements, Landlord may not be able to obtain an occupancy permit for the Premises because of the need for completion of all or a portion of improvements being installed in the Premises directly by Tenant). "Tenant Delay" shall be solely responsible for mean any costs related to delay in the completion of the Tenant Improvements to the extent attributable to Tenant, including, without limitation, (i) Tenant's failure to meet any time deadlines specified herein, (ii) the same result from Landlord’s gross negligenceperformance of any other work in the Premises by any person, intentional misconduct firm or breach corporation employed by or on behalf of LeaseTenant, or any failure to complete or delay in completion of such work, and (iii) any other act or omission of Tenant. Landlord and Tenant "Force Majeure Delay" shall work together cooperatively at no cost mean any delay in the performance of any obligation by a party hereunder when such delay is occasioned by causes beyond its control due to act of God, adverse weather, fire, earthquake, flood, explosion, war, invasion, insurrection, riot, mob violence, sabotage, vandalism, failure of transportation, strikes, lockouts, litigation, condemnation, requisition, governmental restrictions including inability or risk to Landlord to maximize Tenant’s abilitydelay in obtaining governmental consents, inspections or permits, laws or orders of governmental, civil, military or naval authorities, or any other cause outside the party's control, whether similar or dissimilar to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvementsforegoing.

Tenant Improvements. Landlord shall cause is not required to make Tenant Improvements as part of this Lease Renewal. Tenant is also not required to make Tenant Improvements as part of this Lease Renewal. Tenant’s planned improvements (if any) will be submitted to Landlord for approval subject to the Core and Shell Contractor or another Contractor designated by Landlord and approved by Tenant, such consent requirements of this Lease. Landlord’s approval may not to be unreasonably withheld withheld, conditioned or delayed delayed. Should Tenant require “Temporary Space” for their improvements (“TI Contractor”ie. space to accommodate employees while tenant improvements are being constructed) the Landlord will make available up to 20,000 vacant square feet of Temporary Space at either ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, and together with Core and Shell Contractor▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, “Contractor”) to commence and thereafter diligently prosecute the construction ▇▇▇ ▇-▇ ▇▇▇▇▇▇▇ ▇▇▇▇ Drive or ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ Drive or some combination thereof at Landlord’s option. Tenant shall notify Landlord of the tenant improvements in requirement to temporarily use the Premises pursuant to the Work Letter (the “Tenant Improvements”); providedspace before May 1, however, that before performing the Tenant Improvements, Landlord 2004 or such right shall prepare in good faith an estimated budget for the construction forever lapse. The temporary use of the Tenant Improvements space shall include Free Base Monthly Rent and deliver such budget to Tenant for Tenant’s written approval prior the start of construction (the “Budget”)Operating Expenses through July 31, 2004. Landlord From August 1, 2004, Base Monthly Rent shall be $0.50 NNN on a month-to-month basis and Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budgetpay Operating Expenses. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceededDuring all use of Temporary Space, Landlord and Tenant shall work together cooperatively, if maintain insurance on such space as required by Tenant, to modify the scope of the Tenant Improvements to bring the same in line with a budget reasonably acceptable to Tenant. The Tenant Improvements shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans (as defined in the Work Letter). Tenant shall pay all TI Costs, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (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). In the event the estimated total TI Costs (as shall have all indemnity duties set forth in this Lease, and Tenant shall execute with Landlord a Temporary Use Agreement reasonably requested by Landlord, provided, same shall not change any of the Budget) exceed the TI Allowanceagreements made herein. Tenant’s rights to use Temporary Space shall not extend further than September 30, 2004, and on or before such date, Tenant shall deposit with vacate the said premises, return them to Landlord such overage (in the “TI Allowance Excess”)same condition in which they were received, within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate reasonable wear and tear incurred in spite of the TI Costs set forth in the Budget underestimates the amount use of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excesscommercially reasonable maintenance practices and efforts, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costsexcepted, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum remove all of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from LandlordTenant’s gross negligence, intentional misconduct or breach of Leaseproperty. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize may access Tenant’s ability, Security Deposit to the extent reasonably possible, to obtain the benefit remedy any breaches of any applicable research and development tax credits with respect to the Tenant Improvementsthese agreements.

Tenant Improvements. Landlord shall cause the Core and Shell Contractor or another Contractor designated by Landlord and approved by Tenant, such consent not to be unreasonably withheld or delayed (“TI Contractor”, and together provide Tenant with Core and Shell Contractor, “Contractor”) to commence and thereafter diligently prosecute the construction of the tenant improvements a maximum Tenant Improvement Allowance in the Premises pursuant to the Work Letter (the “Tenant Improvements”); provided, however, that before performing the Tenant Improvements, Landlord shall prepare in good faith an estimated budget for the construction amount of the Tenant Improvements and deliver such budget to Tenant for Tenant’s written approval prior the start of construction (the “Budget”). Landlord and Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope of the Tenant Improvements to bring the same in line with a budget reasonably acceptable to Tenant. The Tenant Improvements shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans (as defined in the Work Letter). Tenant shall pay all TI Costs, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Eight Dollars ($125.0028) per rentable square foot of Premises, to be applied by Landlord towards the Premises (cost of the “Initial TI Allowance”)design, together with (b) purchase and construction of the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI WorkImprovements, including without limitation limitation, design, engineering and consulting fees (collectively, the hard and soft costs "Tenant Improvement Costs"). The Tenant Improvement Allowance shall be used by Landlord for payment of the following Tenant Improvement Costs: (i) constructionReview by Landlord's Architect of the Preliminary Plans and the Working Drawings as provided in Section 2 of this Work Letter; - Prior to Landlord's selecting the Contractor, and without limiting Landlord's right in its sole discretion to select the Contractor. Landlord shall review with Tenant the various contractor bids received by Landlord. (i) Tenant shall be liable for, and shall (within ten (10) days after written demand therefor) reimburse Landlord for any amounts actually paid by Landlord as, the Early Completion Bonus; and (ii) the Construction Management Fee (as such term is defined in amount of any Late Completion Penalty actually realized by Landlord under the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) terms of the TI Allowance)Construction Contract shall accrue to the benefit of Tenant, with regard to the first $10,000 of such Late Completion Penalty, and to the benefit of both Landlord and Tenant on a 50/50 basis, to the extent that such Late Completion Penalty exceeds $10,000, with Landlord to pay to Tenant that portion of the Late Completion Penalty to which Tenant is entitled within tan (iii10) space planningdays after the amount of same is known. (ii) Including, designwithout limitation, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures all fees charged by the City or the County (including, without limitation, any fees for building permits and plan checks)in connection with the Tenant Improvement work in the Premises; (iii) Construction work for completion of the Attached Property Tenant Improvements as reflected in the Construction Contract; (as defined in Section 18.5)iv) All contractors' charges, general conditions, performance bond premiums and construction fees; and (v) building permits Design and other taxesengineering services performed by Reng▇▇ & ▇ompany on behalf of Tenant, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections not to exceed a total of $1.50 per rentable square foot of the Tenant Improvements, and (vi) the Warm Shell CostsPremises. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (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). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result charges or fees from Landlord’s gross negligence, intentional misconduct or breach Reng▇▇ & ▇ompany in excess of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvementsthis limit.

Tenant Improvements. Landlord shall cause the Core and Shell Contractor or another Contractor designated by Landlord and approved by (a) Upon written request from Tenant, such consent Landlord at a cost to Landlord not to be unreasonably withheld or delayed (“TI Contractor”, and together with Core and Shell Contractor, “Contractor”) to commence and thereafter diligently prosecute exceed the construction sum of the tenant improvements $62,500 will construct approximately 2,500 square feet of additional office space in the Premises pursuant to the Work Letter (the “"Tenants Improvements"). Tenant Improvements”)shall reimburse Landlord for the cost of the Tenant Improvements by amortizing the cost thereof over the then remaining months of the term of the Lease at an interest rate of 11%; provided, however, that before performing the Tenant Improvements, shall reimburse Landlord shall prepare in good faith an estimated budget for the construction within ten days of substantial completion of the Tenant Improvements and deliver such budget to Tenant improvements for Tenant’s written approval prior any costs thereof in excess of the start sum of construction (the “Budget”). Landlord and Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget$62,500. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope of construct the Tenant Improvements pursuant to bring the same in line with a budget reasonably acceptable to Tenant. The plans prepared by Tenant Improvements shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans (as defined in the Work Letter). Tenant shall pay all TI Costs, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all "Tenant Core and Shell Costs (as defined in the Work LetterPlans") and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid reasonably approved by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections Landlord. Upon substantial completion of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event Tenant shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a obligated to reimburse Landlord for said Tenant Delay, (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). In the event the estimated total TI Costs (Improvements as set forth in above. Upon the Budgetcompletion of the Tenant Improvements, the parties shall execute an agreement memorializing the amount due from Tenant to Landlord each month to reimburse Landlord for the Tenant Improvement Work. (b) exceed Landlord shall give Tenant not less than 5 days notice of the TI Allowancedate of the expected substantial completion date of the Tenant Improvements. If Tenant disputes Landlord's notice that the Tenant Improvements have been Substantially Completed, Tenant shall deposit with deliver notice of such dispute to Landlord such overage (the “TI Allowance Excess”), within five (5) business days after Landlord's delivery to Tenant of receiving Landlords' Notice of Substantial Completion. The failure of Tenant to deliver the Budget foregoing Notice within such five (5) day period shall preclude Tenant from claiming at a later date that the “TI Deposit”)Tenant Improvements have not been Substantially Completed. Tenant's Notice disputing Landlord's notice of Substantial Completion must state with specificity which items Tenant disputes are not Substantially Completed. In the event Tenant delivers the foregoing Notice within such five (5) day period, and Landlord determines and Tenant cannot mutually agree on the estimate date of Substantial Completion within fifteen (15) days of Tenant's delivery of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excessforegoing Notice, or such longer period as Landlord and Tenant may agree upon, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions each select an architect who in turn shall select a third party licensed architect, whose determination as to substantial completion shall be binding. The parties shall each pay for their own architect and split the cost of the third party architect. (c) In addition to the Budget and Tenant may make a TI Tenant Change Order Request office space referred to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Depositin Paragraph 5(a) above, Tenant shall promptly pay have the option to construct up to 2,500 square feet of additional amount office space (the "Additional Space") pursuant to plans and specifications prepared by the Tenant and approved by the Landlord. Payment of the Additional Space improvements will be the sole responsibility of the Tenant. Landlord shall have the right to condition its consent to the work for the Additional Space upon review of the following information from Lessee: (i) the names and addresses of all contractors, subcontractors and material suppliers who will be present on the Premises; (ii) copies of all contracts pertaining to the performance of the work for which such access is being requested; (iii) copies of all licenses and permits required in connection with the performance of the work for which such access is being requested; and (iv) certificates of insurance and instruments of indemnification against all claims, costs, expenses, liens, damages, and liabilities which may arise in connection with such work in amounts and with companies reasonably acceptable to Landlord, and such additional amount shall be added to the TI Deposit. If the sum Tenant agrees that in accordance with Paragraph 7 of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum Original Lease that upon expiration of the TI Allowance term, upon written notice from Landlord it will remove the Additional Space and restore the TI Deposit. However, Landlord shall be solely responsible for any costs related Premises to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvementsits original condition.

Tenant Improvements. As used in the Lease and this Work Letter Agreement, ------------------- the term "Tenant Improvements" or "Tenant Improvement Work" means those items of general tenant improvement construction shown on the Final Plans (described in Paragraph 4 below), more particularly described in Paragraph 5 below. Landlord shall cause and Tenant contemplate that Landlord will bid the Core and Shell Contractor or another Contractor designated Tenant Improvement Work (using the same bid package, including required construction deadlines) to three contractors, two of which will be selected by Landlord and approved the third of which ("Tenant's Contractor") will be selected by Tenant, such consent not but subject to be unreasonably withheld or delayed (“TI Contractor”, and together with Core and Shell Contractor, “Contractor”) to commence and thereafter diligently prosecute Landlord's reasonable approval. Landlord will select the construction of the tenant improvements in the Premises pursuant to the Work Letter (the “Tenant Improvements”)lowest responsive bidder; provided, however, that before performing if Tenant's Contractor is not the lowest responsive bidder but Tenant's Contractor's bid is within $10,000 of the lowest responsive bidder, then Landlord agrees to contract with Tenant's Contractor to construct the Tenant Improvements, Improvement Work. The Contractor selected by Landlord to construct the Tenant Improvement Work in accordance with the foregoing is referred to in this Work Letter Agreement as the "Approved Contractor." The contractors selected by Landlord shall prepare in good faith an estimated budget for the construction have a minimum of the Tenant Improvements and deliver such budget to Tenant for Tenant’s written approval prior the start of construction (the “Budget”). Landlord and Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope of the Tenant Improvements to bring the same in line with a budget reasonably acceptable to Tenant. The Tenant Improvements shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans (as defined in the Work Letter). Tenant shall pay all TI Costs, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (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). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days to bid the Tenant Improvement Work and if any such contractor takes longer to submit a bid and all required permits are in hand such that waiting for the missing bid(s) will delay commencement of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate construction of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance ExcessTenant Improvements, then Landlord shall communicate will only consider the same bid(s) timely received and will not wait for any other bid(s). Landlord has agreed to Tenant andcontract with Tenant's Architect to produce the Space Plans and the Final Plans (as defined below), if who is referred to herein as "Tenant's Architect." The Approved Contractor will be required by Tenantto use Landlord's designated engineers to design, and Landlord's designated subcontractors to install, the parties shall discuss revisions to the Budget mechanical, electrical and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, fire and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum life safety system portions of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between Improvement Work (a) the TI Costs "Landlord's Subcontractors and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant ImprovementsEngineers").

Tenant Improvements. 2.8.1 Landlord, at Landlord’s sole cost, has contracted with a space planner to prepare the preliminary test fit plan for the Building with one re-draw. Such space planning services shall not be charged to Tenant. 2.8.2 Subject to Landlord’s reasonable approval of the contractor and compliance with reasonable bonding/insurance requirements, Tenant shall have the right to competitively bid the Tenant Improvements to union general contractors reasonably approved by Landlord. Landlord shall cause the Core and Shell Contractor not impose any charge for profit, overhead or another Contractor designated by Landlord and approved by Tenant, such consent not to be unreasonably withheld or delayed (“TI Contractor”, and together supervision in connection with Core and Shell Contractor, “Contractor”) to commence and thereafter diligently prosecute the construction of the tenant improvements in the Premises pursuant to the Work Letter (the “Tenant Improvements”); provided, however, that before performing the Tenant Improvements, Landlord shall prepare in good faith an estimated budget for the construction of the Tenant Improvements Improvements. Any and deliver such budget all expenses associated with Landlord’s review of space, electrical and mechanical drawings, and any other drawings related to the Tenant for Improvements, shall be Landlord’s responsibility. Notwithstanding anything herein to the contrary, Landlord approves of and consents to ▇▇▇▇▇▇ Construction as Tenant’s written approval general contractor for all Tenant Improvement work and to JPC Architects as the design firm for the Tenant Improvement work. Landlord agrees to work cooperatively with Tenant in achieving the Tenant Improvement milestones set forth in the anticipated Tenant Improvement construction and completion schedule included as part of Exhibit C-2. 2.8.3 Tenant shall use commercially reasonable efforts to cause the Tenant Improvement Work to be completed prior to December 31, 2004. The Tenant Improvement Work (also referred to herein as the start of construction “Work”) shall be Substantially Completed in accordance with the preliminary space plan dated 10/20/2004, 2004 by JPC Architects (the “BudgetPreliminary Space Plan”), a copy of which is attached or referred to in more detail in Exhibit C-1 attached hereto. Unless otherwise specified and approved by Landlord (which approval shall not be unreasonably withheld) the Work shall use building standard materials and specifications, or better. Landlord and Tenant shall work together cooperatively and in good faith to achieve approve a mutually acceptable Budget. final space plan (the “Space Plan”). 2.8.4 Landlord shall update the Budget for Tenant’s review provide a Tenant Improvement Allowance equal to Twenty-five and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope of the Tenant Improvements to bring the same in line with a budget reasonably acceptable to TenantNo/100 Dollars ($25.00) per rentable square foot. The Tenant Improvements Improvement Allowance shall be performed in a workmanlike manner disbursed to Tenant within thirty (30) calendar days after Tenant furnishes Landlord with invoices evidencing Tenant’s having incurred the eligible expenses and shall substantially conform with Applicable Laws and the Approved TI Plans (as defined copies of applicable lien releases; in the Work Lettercase of construction related expenses, the conditions of subparagraph 2.8.6 below shall also be satisfied. In the event the entire Tenant Improvement Allowance is not used for the initial Tenant Improvements and other permitted items identified in subparagraph 2.8.5 below, the balance shall remain available to Tenant to fund future improvements, alterations and additions throughout the Lease Term. 2.8.5 In addition to the cost of construction, the Tenant Improvement Allowance shall be eligible to cover the following expenses associated with the Work: (i) design fees for architect and consultants; (ii). Tenant shall pay all TI Costs) project management/telecom/relocation fees or expenses; (iii) data/telephone cabling and wireless systems; (iv) security equipment (access control, except alarm, and CCTV) and cabling; (v) signage and graphics installed in the Premises or on the Building or monument; (vi) auxiliary equipment such as supplemental HVAC; (vii) moving, installation, and cabling costs; and (viii) acquisition of office cubicles (provided that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five no more than Two and 92/100 Dollars ($125.002.92) per rentable square foot of the Premises Tenant Improvement Allowance shall be used for this item). 2.8.6 Landlord shall pay or reimburse Tenant or, at Tenant’s request, Tenant’s contractors within thirty (30) calendar days of receiving a request, with reasonable supporting materials substantiating the “Initial TI costs or expenditures, from Tenant or Tenant’s Agents. Prior to funding any installment of Tenant Improvement Allowance”), together with Tenant shall deliver the following to Landlord: (a) an invoice from Tenant specifying the amount requested; (b) the Additional Allowance. The “TI Costs” shall mean a certification that all Tenant Core contractors and Shell Costs (as defined subcontractors working in the Work Letteremployment of Tenant on the Tenant Improvements are signatories to union and collective bargaining organizations, unless there are no contractors or subcontractors who are signatories to union and collective bargaining organizations available within the respective jurisdiction for that particular item of work or type of installation; (c) a brief descriptive outline of the improvements completed to the Building; (d) a summary of costs regarding the improvements; (e) substantiation by way of contractor ▇▇▇▇▇▇▇▇ of the cost of the improvements; (f) unconditional lien releases by ▇▇▇▇▇▇ Construction and all costs and expenses other primary contractors. In addition, representatives of performing Landlord shall conduct visual inspections of the TI Workimproved area, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) roof of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any Building. Prior to funding of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections final installment of Tenant Improvement Allowance relating to the Tenant Improvements, Tenant shall deliver all of the items (a) through (f) above and the following: (1) copies of the building permit signed by the City indicating the Work is complete to city standards; (2) as-built plans, which include architectural, structural, mechanical, fire protection, fire alarm and electrical plans, (3) special inspection reports, if any, (4) a list of contractors who were employed on the Tenant Improvements and what they were responsible for, including address, contact name and phone numbers, and (vi5) a report prepared by an independent roofing consultant certifying the Warm Shell Costs. In no event roof penetration work. 2.8.7 All building improvements, the office cubicles funded by the Tenant Improvement Allowance, and building fixtures installed in the Building as part of Tenant Improvements, regardless of which party constructed or paid for them, shall become the TI Allowance property of Landlord and shall remain upon and be used for: (w) surrendered with the purchase Premises upon the expiration or earlier termination of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (y) costs resulting from any default by Tenant of its obligations under this Lease; the only items that Tenant shall be required to remove upon the expiration or earlier termination of this Lease are Tenant’s Telecommunication Facilities and, at Landlord’s election, the office cubicles. Notwithstanding the foregoing or (z) costs that are recoverable or reasonably recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). In anything herein to the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowancecontrary, Tenant shall deposit retain ownership of all trade fixtures, furniture and equipment and all other personal property owned or purchased by Tenant and not funded with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate any portion of the TI Costs set forth in Tenant Improvement Allowance. 2.8.8 Tenant has retained an inspector, at Tenant’s sole cost, to inspect the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget Building and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Leaseits systems. Landlord and Tenant shall work together cooperatively at no cost or risk to have jointly reviewed the inspection reports and have agreed upon the provisions of Exhibit G - “Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvements” attached.

Tenant Improvements. Landlord shall cause the Core and Shell Contractor or another Contractor designated by Landlord and approved by Tenant, such consent not Tenant acknowledge that T▇▇▇▇▇ desires to be unreasonably withheld or delayed (“TI Contractor”, and together with Core and Shell Contractor, “Contractor”) to commence and thereafter diligently prosecute effect a program of Alterations for the construction renovation of the tenant improvements premises, all Alterations effected as part of the renovation program being hereinafter referred to as the "Tenant Improvements." The renovation program shall be accomplished in accordance with the Premises pursuant provisions of Section 11 of this Lease, subject to the Work Letter following modifications: (a) The Tenant Improvements may be commenced any time after the “Tenant Improvements”); providedDelivery Date and in advance of the Commencement Date and shall be completed within a reasonable period of time following commencement of such Alterations, however, provided however that before performing the Tenant Improvements, Landlord shall prepare no delay in good faith an estimated budget for the construction completion of the Tenant Improvements and deliver such budget to Tenant for Tenant’s written approval prior shall change or extend the start of construction Commencement Date or change or extend the Termination Date. (the “Budget”). Landlord and b) Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update bear the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope cost of the Tenant Improvements to bring the same in line with a budget reasonably acceptable to Tenant. The Tenant Improvements shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws Alterations and the Approved TI Plans (as defined cost of architectural and engineering consultants in the Work Letter). Tenant shall pay all TI Costsconnection therewith, except that Landlord shall pay for TI Costs that do contribute an amount not to exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Fifteen Thousand Dollars ($125.0015,000.00) per rentable square foot of (the "HVAC Allowance") for changes to or code upgrades regarding the HVAC system in the Premises (the “Initial TI Allowance”"HVAC Work"), . Landlord agrees to reimbu▇▇▇ ▇▇▇▇nt up to the HVAC Allowance upon the submission of paid invoices evidencing the completion of the HVAC Work together with (b) unconditional lien releases covering work covered by such invoices. Tenant agrees and acknowl▇▇▇▇▇ that the Additional cost of the HVAC Work may significantly exceed the amount of the HVAC Allowance. The “TI Costs” Except for the HVAC Allowance, Landlord shall mean all Tenant Core and Shell Costs (as defined have no liability or responsibility for repairs to, changes to or code upgrades required in connection with the HVAC system in the Work LetterPremises. (c) and all costs and expenses Tenant shall not commence construction of performing the TI Work, including without limitation the hard and soft costs of any Tenant Improvements until: (i) construction, all required governmental approvals and permits have been obtained, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid all requirements regarding insurance imposed by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), this Lease have been satisfied, (iii) space planningTenant has given Landlord at least ten (10) days' prior written notice of Tenant's intention to com▇▇▇▇▇ construction, design, architect, engineering, data and phone cabling and other related services, and (iv) costs Tenant has provided to Landlord, at Tenant's sole cost and expenses for labor▇▇▇ense, material, equipment, data a performance and phone cabling payment bond in an amount equal to one and fixtures one-half (including, without limitation, any of 1 1/2) the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections estimated cost of the Tenant Improvements, to insure Landlord against any liability for mechanics' and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase materialmen's liens and to ensure completion of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (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). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvements. (d) Tenant agrees that as par▇ ▇▇ ▇he Tenant Improvements, it shall cause to be constructed a demising wall between the Premises and the Must Take Premises. Tenant agrees that within ten (10) days following the execution of this Lease, it shall cause its architect to complete an application for a building permit and submit to Landlord for its approval working drawings for such demising wall. Following the receipt of Landlord's approval and t▇▇ ▇▇▇▇▇nce of a building permit with regard to such demising wall, Tenant will promptly commence and diligently pursue to completion such demising wall in accordance with the drawings approved by Landlord, provided howeve▇ ▇▇▇▇ ▇enant shall complete such wall on or before the later of (i) the commencement date of this Lease or (ii) thirty (30) days following the issuance of the building permit therefor.

Tenant Improvements. (a) Landlord shall, at its sole expense, construct the base building work identified on Exhibit "B" attached hereto and made a part hereof (the "BASE BUILDING WORK"). Landlord shall cause secure all necessary permits and comply with all applicable laws in connection therewith (but excluding any permits and approvals required for the Core and Shell Contractor performance of the Tenant Improvements as hereinafter defined). Landlord shall substantially complete the "Preliminary Base Building Work" identified on Exhibit "B-1" on or another Contractor designated by Landlord and approved by Tenant, such consent not prior to be unreasonably withheld or delayed (“TI Contractor”, and together with Core and Shell Contractor, “Contractor”) to commence and thereafter diligently prosecute the November 1,1999. "SUBSTANTIAL COMPLETION" is defined as that point in time when Landlord's architect certifies that construction of the tenant Preliminary Base Building Work is complete except for (i) any improvements or work to be performed by Tenant; (ii) minor or insubstantial details of construction, mechanical adjustments, or finishing touches, which items shall not adversely affect Tenant's conduct of its ordinary business activities in the Premises pursuant Premises; (iii) items not then completed because of Tenant Delays and (iv) items to the Work Letter (the “Tenant Improvements”); provided, however, that before performing the Tenant Improvements, be performed by Landlord shall prepare in good faith an estimated budget for the contemporaneously with Tenant's construction of the Tenant Improvements and deliver such budget (as hereinafter defined), namely, all Base Building Work other than the Preliminary Base Building Work. "TENANT DELAY" is defined as delay directly impacting Landlord's ability to Tenant for Tenant’s written approval prior the start of construction (the “Budget”). Landlord and Tenant shall work together cooperatively and in good faith to timely achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget Substantial Completion which is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required caused by Tenant, provided, however, in no event shall Tenant Delay be claimed as a basis for relief from the provisions specified above unless and until Landlord has first given Tenant notice that it intends to modify claim delay as a result of Tenant's acts or failure to timely act. Except for the scope of Base Building Work, Landlord shall have no obligation to perform any improvements to the Demised Premises to prepare the space for Tenant's occupancy, and Tenant Improvements acknowledges that, except for the Base Building Work to bring be completed by Landlord, Tenant has inspected the Demised Premises and accepts the same in line with a budget reasonably acceptable to Tenant. The Tenant Improvements shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans (as defined in the Work Letter)its "AS IS" condition, without any representation or warranty by Landlord. Tenant shall pay all TI Costs, except that Landlord shall pay for TI Costs that do not exceed be entitled to the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase benefit of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (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). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s abilitycontractor warranties, to the extent reasonably possibleassignable, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant ImprovementsBase Building Work.

Tenant Improvements. Landlord Promptly after the Execution Date, Landlord, at Tenant’s sole cost and expense, shall cause commence and diligently pursue completion of the Core and Shell Contractor or another Contractor designated by Landlord and approved by Tenant, such consent not Tenant Improvements to be unreasonably withheld or delayed (“TI Contractor”, and together with Core and Shell Contractor, “Contractor”) to commence and thereafter diligently prosecute constructed by it on the Premises. Upon Landlord’s receipt of the contractor’s estimate of the costs for construction of the tenant improvements in the Premises pursuant to the Work Letter (the “Tenant Improvements”); provided, however, that before performing the Tenant Improvements, Landlord shall prepare in good faith an estimated budget send Tenant a copy of that bid. If the bid for the cost of construction for the Tenant Improvements exceeds the Tenant Upfit Allowance, Tenant shall, upon written notice to Landlord given within three (3) business days of Tenant’s receipt of the bid, have the right to have the Tenant Improvements rebid. If the rebid is lower, Tenant shall be entitled to have the Tenant Improvements completed by the contractor submitting the rebid; provided, that that contractor is properly licensed and is otherwise reasonably acceptable to Landlord. Landlord shall not commence construction of the Tenant improvements until the bid or rebid, as the case may be, is approved by the Tenant. All Tenant Improvements shall be constructed in substantial accord with Schedule C (as approved by the parties), in a workmanlike manner, and deliver such budget to Tenant for Tenant’s written approval prior the start of construction (the “Budget”). otherwise in substantial compliance with all applicable building, fire, health, and sanitary codes and regulations, and shall be performed by a licensed general contractor selected by Landlord and Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope of the Tenant Improvements to bring the same in line with a budget reasonably acceptable to Tenant. The Once approved, no material changes to the Tenant Improvements may be made without the written consent of both parties, which shall not be unreasonably withheld, conditioned, or delayed. All approved changes shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans (as defined made in the Work Letter)form of a change order (“Change Order”) setting forth the increased costs, if any, caused by the change and specifying any anticipated delay relating to that Change Order. Tenant shall pay all TI Costs, except that Landlord shall pay for TI Costs that do not exceed be entitled to receive a supervision fee from Tenant on all Qualifying Change Orders (defined below) equal to the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of greater of: (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three seven percent (37.0%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any amount of the Attached Property Change Order; and (as defined ii) $50.00. “Qualifying Change Orders” includes all Tenant requested Change Orders after the third one and all Change Order(s) after the total increased costs, in Section 18.5)the aggregate, (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and (virequested Change Order(s) the Warm Shell Costsexceeds $25,000.00. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (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). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between for any increased costs, including any applicable supervision fees, within thirty (a30) the TI Costs and (b) the sum days of Tenant’s receipt of the TI Allowance invoice from Landlord for those increased costs. Unless otherwise noted in writing in Schedule C or in the applicable Change Order, the Tenant Improvements shall remain and be surrendered with the TI DepositPremises on expiration of the Lease. HoweverIf Schedule C or the Change Order provides that certain improvements are not to be surrendered, Landlord Tenant, at its sole cost, shall, upon termination of the Lease, remove those Tenant Improvements which are not to remain and repair all damage to the Premises caused by their removal. This obligation shall survive a termination of the Lease. Except as otherwise stipulated by the parties, during the Term, Tenant shall be solely responsible for any costs related ad valorem taxes relating to the Tenant Improvements whether such are to the extent the same result from Landlord’s gross negligence, intentional misconduct remain or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvementsbe removed.

Tenant Improvements. Prior to the Rental Commencement Date, subject to Unavoidable Delays as defined below, Landlord shall cause the Core and Shell Contractor or another Contractor designated by Landlord and approved by Tenant, such consent not make turnkey improvements to be unreasonably withheld or delayed (“TI Contractor”, and together with Core and Shell Contractor, “Contractor”) to commence and thereafter diligently prosecute the construction of the tenant improvements in the Premises pursuant to the Work Letter (the “Tenant Improvements”); provided) in accordance with plans and specifications mutually agreed upon by Landlord and Tenant dated September 7, however, that before performing the Tenant Improvements, Landlord shall prepare in good faith an estimated budget for the construction of the Tenant Improvements 2010 (“Plans and deliver such budget to Tenant for Tenant’s written approval prior the start of construction (the “BudgetSpecifications”). Landlord and Tenant shall work together cooperatively and in good faith In addition, upon delivery to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope of the Tenant Improvements to bring the same in line with a budget reasonably acceptable to Tenant. The Tenant Improvements shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans (as defined in the Work Letter). Tenant shall pay all TI Costs, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of the Premises (the “Initial TI Allowance”)shall comply with all applicable laws, together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core codes, regulations and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (ordinances including, without limitation, any the Americans with Disabilities Act, and all Building systems and equipment serving the Premises shall be in good condition and working order. All materials shall be building-standard materials unless otherwise specified in the Plans and Specifications. Except as otherwise specifically provided in this Lease, Landlord shall not be responsible for performing or paying for the moving or installation of telephone and computer systems, wiring or cabling, or the Attached Property acquisition, moving or installation of Tenant’s furnishings, fixtures and equipment in the Premises (as defined in Section 18.5hereafter “Tenant Work”), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies should the performance of any Tenant Work prior to the Ready for permits or for inspections Occupancy date operate to delay Landlord’s performance of the Tenant Improvements, and (vi) then, subject to the Warm Shell Costs. In no event terms of the last paragraph of Section 4.2, above, the period of such delay shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from considered a Tenant Delay. “Unavoidable Delays” shall mean delays caused by labor disputes, (y) costs resulting from any default by Tenant acts of its obligations under this LeaseGod, strikes, civil commotion, riot, war, governmental regulations or controls, adverse weather conditions, material shortages, or any other circumstances beyond the reasonable control of Landlord. Notwithstanding the foregoing: (za) costs that if the Premises are recoverable not Ready for Occupancy on or reasonably recoverable by Tenant from a third party (e.g.before November 19, insurers, warrantors, or tortfeasors). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage 2010 (the “TI Allowance ExcessOutside Delivery Date”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient subject to cover the TI Allowance Excessextension on a day for day basis for any Tenant Delay, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay receive one (1) day of free Annual Basic Rent for each day after the additional amount to Landlord, and such additional amount shall be added to Outside Delivery Date until the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs Premises are Ready for Occupancy; and (b) if the sum of Premises are not Ready for Occupancy by March 31, 2011, subject to extension on a day for day basis for any Tenant Delay, then Tenant shall have the TI Allowance right to terminate this Lease at anytime prior to the Premises becoming Ready for Occupancy. Any other improvements to the Premises not shown on the Plans and the TI Deposit. HoweverSpecifications are subject to Landlord’s prior written approval (which approval shall not be unreasonably withheld, Landlord conditioned or delayed) and such improvements shall be solely responsible performed by a contractor reasonably approved by Landlord or, at Tenant’s option, by Landlord (in which case the cost thereof shall be paid by Tenant to Landlord within thirty (30) days following receipt of an invoice for any costs related to the Tenant Improvements to the extent the same result from Landlord). Any amounts payable by Tenant hereunder for improvements shall include Landlord’s gross negligencestandard construction management fee computed on the total cost of construction, intentional misconduct or breach excluding the cost of Lease. Landlord developing, preparing and Tenant modifying construction drawings, which fee shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit not exceed two percent (2%) of any applicable research and development tax credits with respect to the Tenant Improvementshard costs incurred.

Tenant Improvements. Landlord A. Lessor shall cause provide, at no cost to Lessee, the Core base building improvements for the Premises, which shall consist of a ceiling approximately nine (9) feet high, the installation of 2' x 4' ceiling grid, 2' x 2' acoustical tiles stockpiled on the floor, 2' x 4' parabolic fluorescent light fixtures stockpiled on the floor, the installation of the primary distribution of the HVAC system and Shell Contractor the shell building fire protection sprinkler system, and mini blinds stockpiled on the floor. All of the foregoing items shall be either stockpiled or another Contractor designated by Landlord and approved by Tenantinstalled, such consent not as applicable, using Lessor's building standard improvements. All additional improvements to the base building will be so-called "Tenant Improvements" to be unreasonably withheld or delayed installed by Lessor but to be selected by Lessee as hereinafter set forth and paid for by Lessee subject to Lessor providing the Tenant Improvement Allowance (“TI Contractor”, as hereinafter defined). Lessor shall provide a tenant improvement allowance (the "Tenant Improvement Allowance") equal to the product of Twenty and together with Core and Shell Contractor, “Contractor”00/100ths Dollars ($20.00) to commence and thereafter diligently prosecute multiplied by the construction useable area of the tenant improvements Premises. B. If the price of the Tenant Improvements exceeds the Tenant Improvement Allowance, Lessee shall pay Lessor, in the Premises pursuant to the Work Letter (the “Tenant Improvements”); providedcash, however, that before performing upon substantial completion of the Tenant Improvements, Landlord shall prepare in good faith an estimated budget for the construction amount by which the price of the Tenant Improvements exceeds the Tenant Improvement Allowance. If the actual price of the Tenant Improvements is less than the Tenant Improvement Allowance, the difference between the actual price of such Tenant Improvements and deliver such budget the Tenant Improvement Allowance (but in no event to exceed an amount equal to the product of Two and 001/100ths Dollars ($2.00)multiplied by the rentable square feet of the Premises) may be used by Lessee to offset moving expenses which may include, but shall not be limited to, transportation and installation of modular office furniture. Lessee shall submit receipts to Lessor which substantiate in reasonable detail any amount requested by Lessee for moving expenses pursuant to the previous sentence. In the alternative, this difference may be returned to Lessee in the form of a credit against rent due hereunder. C. On or before September 10, 1998, Lessee shall provide to Lessor a space plan of the Tenant Improvements which Lessee desires for Tenant’s written Lessor to construct, which space plan shall be subject to Lessor's approval prior the start of construction (the “Budget”). Landlord and Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify be adequate for the preparation by Lessor of working drawings for construction of such Tenant Improvements. Such space plan shall show in writing if reasonable detail the Budget is likely design and appearance of the tenant finishing materials to be exceeded. If there is an indication that used in the Budget is likely construction thereof, and such other detail or description as may be necessary to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify adequately outline the scope of the Tenant Improvements to bring Improvements. Lessee shall be responsible for Lessor's costs (including lost rent) arising out of delays in completing the same in line with a budget reasonably acceptable to Tenant. The Tenant Improvements shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans (as defined in the Work Letter)caused by Lessee. Tenant shall pay all TI Costs, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant Lessee also agrees to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections refrain from ordering long lead time items which would delay substantial completion of the Tenant Improvements. Provided that interior finish materials are of suitable quality as determined by Lessor in its sole discretion and are available, in sufficient quantities and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the as needed to meet Lessor's construction schedule from reputable materialmen which meet all applicable 40 statutory and/or industry standards for licensing and bonding, Lessor agrees to purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting interior finish materials from a Tenant Delay, (y) costs resulting from any default vendors identified 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). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant ImprovementsLessee.

Tenant Improvements. 60.01 Landlord shall shall, at its own cost and expense, in a good and workmanlike manner, cause the Core Leased Premises to be improved and Shell Contractor or another Contractor designated completed in accordance with the plans and specifications (the “Final Layout Plans”) to be prepared by L▇▇▇▇ ▇▇▇▇▇ Associates, incorporating the use of a reasonable quantity of Building standard materials and finishes and mutually agreed upon by Landlord and approved Tenant which shall be attached hereto as Exhibit A-1 upon completion and agreement (such work being herein called "Landlord's Work"). In the event Landlord and Tenant fail to mutually agree upon the Final Layout Plans on or before November 1, 2006 then either party may terminate this Lease upon delivery of written notice to the other party on or before November 1, 2006. Landlord reserves the right: (i) to make substitutions of material or components of equivalent grade and quality when and if any specified material or component shall not be readily or reasonably available, and (ii) to make changes necessitated by conditions met in the course of construction, provided that Tenant, such consent 's approval of any substantial change shall first be obtained (which approval shall not to be unreasonably withheld or delayed (“TI Contractor”, and together with Core and Shell Contractor, “Contractor”) to commence and thereafter diligently prosecute the construction of the tenant improvements in the Premises pursuant to the Work Letter (the “Tenant Improvements”); provided, however, that before performing the Tenant Improvements, Landlord shall prepare in good faith an estimated budget for the construction of the Tenant Improvements and deliver such budget to Tenant for Tenant’s written approval prior the start of construction (the “Budget”). Landlord and Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If so long as there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope of the Tenant Improvements to bring the same in line with a budget reasonably acceptable to Tenant. The Tenant Improvements shall be performed in a workmanlike manner and shall substantially conform general conformity with Applicable Laws and the Approved TI Plans (as defined in the Work LetterFinal Layout Plans). Tenant shall pay all TI Costson or before November 1, except that 2006 by notice to Landlord designate a single individual who Tenant agrees shall pay be available to meet and consult with Landlord at the Leased Premises as Tenant’s representative respecting the matters which are the subject of this Article 60 and who, as between Landlord and Tenant, shall have the power to legally bind Tenant, in making requests for TI Costs that do not exceed changes, giving approval of plans or work, giving directions to Landlord or the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of the Premises (the “Initial TI Allowance”)like, together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) under this Article 60; and any Project notice or construction management fees paid delivery given to such person personally or at his place of business shall have the same effect as a notice or delivery given to Tenant. 60.02 Landlord currently estimates that the Landlord’s Work can be completed to a level permitting Tenant’s occupancy on or before November 10, 2006 provided the Final Layout Plans are mutually agreed to by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance)November 1, (iii) space planning2006. If Landlord shall, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures any reason (including, without limitation, failure to complete the work, if any, required to be done by Landlord under this lease) fail to make available to Tenant possession of the Leased Premises on or before November 10, 2006 or any other date, Landlord shall not be subject to any liability for such failure nor for any failure to timely complete any work. Under such circumstances, Tenant’s obligations to pay Base Rent and Tenant’s Share of Operating Expenses shall not commence until the Commencement Date; and such failure to make available to Tenant possession of the Leased Premises on or before November 10, 2006 or any other date or to timely complete any work, shall not in any other way affect the validity or continuance of this Lease, nor the Term or the obligations of Tenant hereunder. Such deferral of rent shall be Tenant’s sole and exclusive right and remedy with respect to any such failure. There shall be no deferral of rent, however, if any such failure is caused in whole or part by any act or omission of Tenant, its agents, servants, employees or contractors, which has the effect of hindering or delaying Landlord's delivery of possession or the timely completion of any work to be done by Landlord (hereinafter a "Tenant Delay") including, without limitation, (a) any delay caused by failure to mutually agree upon the Final Layout Plans on or before November 1, 2006, (b) any delay which is caused by changes in the work to be performed by Landlord in readying the Leased Premises for Tenant's occupancy, (c) any delay, not caused by Landlord, in furnishing materials or procuring labor required to be furnished or procured for the completion of the Leased Premises, or (d) any delay which is caused by any failure by Tenant, without regard to any grace period applicable thereto, promptly to furnish to Landlord any required information, approval or consent or caused by any good faith reluctance on the part of Landlord to approve any information required to be submitted by Tenant and approved by Landlord, or (e) any delay which is caused by the performance of any work or activity in the Leased Premises by Tenant or any of its employees, agents or contractors, including but not limited to any of the Attached Property Tenant Installations (as defined in Section 18.5hereinafter defined), (v) building permits and other taxes, fees, charges and levies by governmental and quasi. The time for Landlord’s completion of Landlord’s Work will be extended on a day-governmental agencies by-day basis for permits or for inspections each day of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from delay attributable to a Tenant Delay. Tenant also shall pay to Landlord, (y) costs within 10 days after receipt of demand made from time to time, a sum equal to any additional cost to Landlord in completing the Leased Premises resulting from any default by Tenant Delay. 60.03 Landlord and Tenant acknowledge that the Leased Premises may be available for occupancy and therefore the Commencement Date may occur prior to the completion of Landlord’s Work. In the event Tenant occupies the Leased Premises prior to completion of Landlord’s Work, Tenant agrees to permit Landlord and its contractor, subcontractor and employees to access the Leased Premises at all times, and without further notice, to complete the Landlord’s Work, Landlord agrees to use all reasonable efforts to minimize interference with Tenant’s use of the Leased Premises and operation of its obligations under this Leasebusiness during completion of Landlord’s Work, but Tenant confirms its understanding and agreement that completion of the Landlord’s Work may result in noise, vibration, dirt, dust and other circumstances necessarily arising from such construction. Landlord shall have no liability (and Tenant shall not be entitled to claim damages or any actual or constructive eviction, or (zright of offset or reduction in its rent or other monetary obligations) costs that are recoverable as a consequence of any disruption or reasonably recoverable by Tenant from a third party (e.g., insurers, warrantors, interference with Tenant’s use of the Leased Premises or tortfeasors)conduct of its business throughout the completion of such construction. In the event the estimated total TI Costs Leased Premises are available for Tenant’s occupancy prior to November 10, 2006, Tenant shall, at its election, be permitted to occupy the Leased Premises subject to all the terms and provisions of this Lease; provided, however, Tenant shall not be obligated to pay Base Rent for that period of time occurring from the date the Leased Premises are ready for occupancy up to November 10, 2006. 60.04 Within fifteen (as 15) days after the Landlord’s Work is completed, Landlord and Tenant shall prepare a mutually agreed-upon list (“LW Punch List”) of items of the Landlord’s Work that need to be corrected or repaired. Landlord agrees to cause the items set forth in the BudgetLW Punch List to be corrected or repaired within thirty (30) exceed days after the TI Allowancedate the LW Punch List is prepared. As used in this Section 60.04, Tenant shall deposit “LW Punch List” items means minor details of construction or decoration that do not interfere with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate Tenant’s use and enjoyment of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant ImprovementsLeased Premises.

Tenant Improvements. Landlord shall cause provide Tenant with a tenant improvement allowance (“Allowance”) not to exceed $6.00/sq. ft. on 58,958 rentable square feet ($353,748.00), the Core funds of which will be used exclusively for improvements within the Premises. Tenant improvements shall include normal and Shell Contractor customary costs and expenses (including permit licenses and inspection fees) incurred in connection with tenant improvement renovation as is consistent with current market standards. The proposed tenant improvement renovation shall include, but not be limited to carpet or another Contractor designated wallcovering replacement, painting, demolition of walls, installation of new walls, electrical and HVAC changes, etc. The Allowance shall be made available by Landlord and approved by Tenant, such consent not to be unreasonably withheld or delayed (“TI Contractor”, and together with Core and Shell Contractor, “Contractor”) to commence and thereafter diligently prosecute the construction of the tenant improvements in the Premises pursuant to the Work Letter (the “Tenant Improvements”); provided, however, that before performing the Tenant Improvements, Landlord shall prepare in good faith an estimated budget for the construction of the Tenant Improvements and deliver such budget to Tenant for Tenant’s use as follows: i) an amount not to exceed $200,000.00 which will be made available for Tenant’s use as requested by Tenant through the year 2001, to include reimbursement to Tenant by Landlord from Allowance for expenses incurred by Tenant for Expansion Area I, and ii) beginning in the year 2002, the remaining Allowance, including the balance of the Allowance, if any, not use through the calendar year 2001, shall be made available as requested by Tenant through expiration of the Term. Tenant will provide Landlord a minimum of twenty (20) days advance written notice to obtain Landlord’s approval prior to incurring any expense, which approval will not be unreasonably withheld, the start cost of construction which would exceed Five Thousand Dollars (the “Budget”$5,000). Landlord shall reimburse Tenant for approved expenses not later than thirty (30) days following Landlord’s receipt of the reimbursement request and Tenant verification of the work completed thereon. A separate tenant improvement ledger will be maintained by Landlord through the Term of the Lease to account for the expenditure of tenant improvement costs pursuant to this section. Any unused Allowance at the end of the Extended Term shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required forfeited by Tenant, to modify the scope of the Tenant Improvements to bring the same in line with a budget reasonably acceptable to Tenant. The Tenant Improvements shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans (as defined in the Work Letter). Tenant shall pay all TI Costs, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (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). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvements.

Tenant Improvements. Landlord Landlord, at Landlord’s sole cost and expense, shall cause the Core perform such work and Shell Contractor or another Contractor designated by Landlord and approved by Tenant, make such consent not to be unreasonably withheld or delayed (“TI Contractor”, and together with Core and Shell Contractor, “Contractor”) to commence and thereafter diligently prosecute the construction of the tenant improvements installations in the Premises pursuant to the Work Letter (“Landlord’s Work” or the “Work”) as are designated in Exhibit B (“Plans and Accepted Proposal”) attached hereto and incorporated herein by reference. Additional work requested by Tenant Improvements”); provided, however, that before performing the Tenant Improvementsin addition to Landlord’s Work described in Exhibit B shall be at Tenant’s sole cost and expense. Except as expressly set forth in Exhibit B, Landlord shall prepare in good faith an estimated budget for has made no promise to alter, remodel, clean, decorate, repair, or improve the construction of the Premises. In addition, Tenant Improvements acknowledges and deliver such budget to Tenant for Tenant’s written approval prior the start of construction (the “Budget”). Landlord and Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication agrees that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope of the Tenant Improvements to bring the same following are not included in line with a budget reasonably acceptable to Tenant. The Tenant Improvements shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans (as defined in the Work Letter). Tenant shall pay all TI Costs, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Landlord’s Work, including without limitation the hard and soft costs of : (i) constructionpainting of warehouse deck, (ii) the Construction Management Fee installation of one (as such term is defined 1) glass pane in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance)wall at entryway, (iii) space planning, design, architect, engineering, data and phone cabling and other related servicesinstallation of four (4) glass panes cut into building exterior in work area behind entryway, (iv) costs and expenses for laborrelocation of two (2) sound booths, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), or (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections installation of the Tenant Improvements, and thirteen (vi13) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (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)new work stations. In the event the estimated total TI Costs Tenant requires any such additional work, it shall be at Tenant’s sole cost and expense. All Work (whether Landlord’s Work or otherwise) shall be done during normal business hours, provided that Landlord agrees in all instances to use commercially reasonable efforts to avoid unreasonable disruption to Tenant’s business and to cooperate with Tenant to ensure that Landlord’s Work is done in a manner that reasonably minimizes interference with Tenant’s business. In connection therewith, Landlord agrees to cause such Work to be done as early as reasonably possible and will consult with Tenant prior to each phase (as set forth described below) of Landlord’s Work in the Budget) exceed the TI Allowance, Tenant shall deposit a reasonable good faith effort so as to avoid interfering with Landlord such overage Tenant’s business (the “TI Allowance Excess”)foregoing shall include, within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will but not be sufficient limited to, efforts to cover minimize the TI Allowance Excessinterference caused by any demolition work associated with Phase I of Landlord’s Work described below by, then Landlord shall communicate the same to Tenant andfor example, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced causing such demolition work to be performed as early as possible within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvementsnormal business hours).

Tenant Improvements. (a) Landlord shall cause provide Tenant with a tenant improvement allowance not to exceed $14,700.00 (the Core “Expansion Area Allowance ”) for costs associated with the Work (as defined below). The Expansion Area Allowance will be available to Tenant as of the Effective Date and Shell Contractor must be utilized by Tenant no later than December 31, 2021, otherwise any remaining amount of the Expansion Area Allowance shall be forfeited by Tenant. Tenant shall not be entitled to any payments or another Contractor designated rent reduction if the Expansion Area Allowance exceeds the actual cost of the Work. If the cost of the Work exceeds the Expansion Area Allowance, Tenant shall have the sole responsibility for payment of such excess costs. The Expansion Area Allowance is to be applied against the cost of the Work and shall be used solely for the design, including engineering plans, specifications and permits, purchase, installation, and construction of the Work. The Expansion Area Allowance shall not be used for Tenant’s furniture, furnishings, inventory, trade fixtures, personal property, or equipment. Tenant may submit requests for disbursement from the Expansion Area Allowance not more than monthly. To draw on the Expansion Area Allowance, Tenant must submit to Landlord a written notice requesting disbursement, together with (i) invoices for all costs included in the request for disbursement; (ii) proof that such costs have been paid, including appropriate lien waivers in a form acceptable to Landlord; and (iii) such other documentation as Landlord may reasonably request. Landlord shall make disbursements from the requested portion of the Expansion Area Allowance within sixty (60) days following Landlord’s receipt of a proper request for disbursement and Landlord may make such disbursements to Tenant or pay directly to Tenant’s contractors, as agreed to by Landlord and approved Tenant. No disbursement of any part of the Expansion Area Allowance by TenantLandlord will constitute acceptance of any condition of the Work, such consent not to be unreasonably withheld an approval of any action taken or delayed omission of Tenant or its contractors, subcontractors, or material suppliers, or waive any other rights or claims that Landlord might have at law or in equity. (“TI Contractor”b) The provisions of Articles 12, and together with Core and Shell Contractor, “Contractor”) to commence and thereafter diligently prosecute the construction 13 of the tenant Original Lease shall apply to all of the Work, including the provisions relating to Landlord’s review and approval of the proposed plans and specifications of the alterations and improvements that Tenant desires to make in the Premises pursuant to the Work Letter Expansion Area (collectively, the “Tenant ImprovementsWork”); , provided, however, that before none of the Work shall be deemed a Minor Alteration and all proposed plans and specifications shall be subject to Landlord’s review and approval. No portion of the Work shall be undertaken or commenced by Tenant until all necessary building permits have been applied for and obtained by Tenant or Tenant’s contractor. Tenant or Tenant’s contractor will also obtain final inspection approval, if applicable, or any other final governmental approval of the Work that may be required by applicable codes and regulations, upon substantial completion of the Work. All construction will be done through Tenant’s contractors, who shall be approved by Landlord in advance (such approval not to be unreasonably withheld, conditioned, or delayed). Tenant shall require all contractors performing any portion of the Work to carry and maintain, at no expense to Landlord, any or all of the following insurance policies as determined by Landlord, written by insurance companies acceptable to Landlord: (a) commercial general liability insurance, which shall name Tenant Improvementsand Landlord as additional insureds, in such amounts and with such endorsements that Landlord requires; (b) worker’s compensation insurance in such amounts as required by law and covering all persons engaged in the Work; and (c) insurance against such other perils or legal risks and in such amounts as Landlord may reasonably require. Upon Landlord’s request, Tenant shall prepare provide Landlord with duplicate original counterparts of any of the insurance policies required by this paragraph. Tenant shall permit access to the Premises, and the Work shall be subject to inspection, by Landlord and Landlord’s architects, engineers, contractors and other representatives, at all reasonable times during the period in good faith an estimated budget for which the Work is being constructed and installed and following completion of the Work, provided Landlord uses commercially reasonable efforts to minimize interference with Tenant’s business operations in the Premises and the Work then being performed. (c) Tenant shall indemnify and hold harmless Landlord from and against any construction liens arising from the Work. Notwithstanding anything to the contrary contained in this Amendment, Landlord’s participation in the construction of the Tenant Improvements and deliver such budget to Tenant Work shall not constitute any representation or warranty, express or implied, that the Work will be suitable for Tenant’s written approval prior the start of construction (the “Budget”). Landlord and Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope of the Tenant Improvements to bring the same in line with a budget reasonably acceptable to Tenant. The Tenant Improvements shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans (as defined in the Work Letter)intended purpose. Tenant shall pay all TI Costs, except acknowledges and agrees that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (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). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for the selection and hiring of its construction manager and that neither Landlord nor any costs related to agent, employee, contractor, or subcontractor of Landlord is managing or overseeing construction of the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s abilitycontractors, to subcontractors, and/or construction manager. Tenant acknowledges and agrees that the extent reasonably possible, to obtain Work is intended for use by Tenant and the benefit specifications and design requirements for such Work are not within the special knowledge or experience of any applicable research and development tax credits with respect to the Tenant ImprovementsLandlord.

Tenant Improvements. Unless specified otherwise herein, Tenant shall bear and pay the cost of the Tenant Improvements (which cost shall include, without limitation, the costs of construction as provided for in the Tenant Improvement Contractor’s contract, the cost of permits, and all architectural, design, space planning, and engineering services obtained by Tenant in connection with Tenant Improvements, office improvements, wiring and cabling costs, and cubicle costs; provided that, so long as Tenant is not in monetary or material non-monetary default under the Lease or this Work Letter, Landlord shall cause the Core and Shell Contractor or another Contractor designated by Landlord and approved by Tenantcontribute a maximum of $65 per rentable square foot, such consent not to be unreasonably withheld or delayed (“TI Contractor”, and together with Core and Shell Contractor, “Contractor”) to commence and thereafter diligently prosecute the construction for an aggregate maximum of the tenant improvements in the Premises pursuant to the Work Letter $2,282,865 (the “Tenant ImprovementsImprovement Allowance”), but in no event more than $65 per square foot of the applicable space under construction, which shall be utilized only for building improvements to the Building, and for any related costs, including but not limited to design, engineering, construction, furniture and equipment appurtenant to the Leased Premises, cabling, project management fees, moving expenses, and signage, and shall be available to Tenant only until the date which is twelve (12) months after the Lease Commencement Date (the “TI Allowance Deadline”), after which Landlord shall have no further obligation to provide any portion of the Tenant Improvement Allowance. Landlord shall have no obligation to make disbursements of the Tenant Improvement Allowance at any time that Landlord has delivered written notice of a monetary or material non-monetary default under the Lease or this Work Letter by Tenant until such default has been cured. Subject to such TI Allowance Deadline, and based upon applications for payment prepared, certified and submitted by Tenant as described below, Landlord shall make progress payments from the Tenant Improvement Allowance to Tenant in accordance with the provisions of this Paragraph 3 (but in no event more than $65 per square foot for the applicable space under construction), as follows: (i) Not later than the 25th day of each month Tenant shall submit applications for payment to Landlord in a form reasonably acceptable to Landlord, including Tenant Improvement Contractor’s Application and Certification for Payment AIA G702 certified by Tenant Improvement Architect, certified as correct by an officer of Tenant and by Tenant’s architect, for payment of that portion of the cost of the Tenant Improvements allocable to labor, materials and equipment incorporated in the Building or Common Areas during the period from the first day of the same month projected through the last day of the month. Each application for payment shall set forth such information and shall be accompanied by such supporting documentation as shall be reasonably requested by Landlord, including the following: (A) Invoices and canceled checks. (B) Fully executed conditional lien releases in the form prescribed by law from the Tenant Improvement Contractor and all subcontractors and suppliers furnishing labor or materials during such period and fully executed unconditional lien releases from all such entities covering the prior payment period. (C) Tenant Improvement Contractor’s worksheets showing percentages of completion. (D) Tenant Improvement Contractor’s certification as follows: “There are no known mechanics’ or materialmen’s liens outstanding at the date of this application for payment, all due and payable bills with respect to the Building have been paid to date or shall be paid from the proceeds of this application for payment, and there is no known basis for the filing of any mechanics’ or materialmen’s liens against the Building or the Property, and, to the best of our knowledge, waivers from all subcontractors are valid and constitute an effective waiver of lien under applicable law to the extent of payments that have been made or shall be made concurrently herewith.” (ii) On or before the 15th day following submission of the application for payment, so long as Tenant is not in default under the terms of this Work Letter or the Leases, Landlord shall pay a share of such payment determined by multiplying the amount of such payment by a fraction, the numerator of which is the amount of the Tenant Improvement Allowance, and the denominator of which is the sum of (i) estimated construction cost of all Tenant Improvement work and materials for the entire Leased Premises and Common Areas, and (ii) the estimated cost of all professional services, fees and Building C permits in connection therewith. Tenant shall pay the balance of such payment, provided that at such time as Landlord has paid the entire Tenant Improvement Allowance on account of such Tenant Improvement work, all ▇▇▇▇▇▇▇▇ shall be paid entirely by Tenant; provided, however, that before performing Landlord shall have no obligation to make disbursements of the Tenant ImprovementsImprovement Allowance at any time that Landlord has delivered written notice of a monetary or material non-monetary default under the Lease or this Work Letter by Tenant until such default has been cured. If upon completion of the Tenant Improvement Work and payment in full to the Tenant Improvement Contractor, the architect and engineer, and payment in full of all fees and permits, the portion of the cost of the Tenant Improvement Work, architects’ and engineers’ fees, permits and fees theretofore paid by Landlord is less than the Tenant Improvement Allowance, Landlord shall prepare in good faith an estimated budget reimburse Tenant for costs expended by Tenant for Tenant Improvement work up to the construction amount by which the Tenant Improvement Allowance exceeds the portion of such cost theretofore paid by Landlord. Landlord shall have no obligation to advance the Tenant Improvement Allowance to the extent it exceeds the total cost of the Tenant Improvements and deliver such budget to Tenant for Tenant’s written approval prior the start of construction (the “Budget”). Landlord and Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope of the Tenant Improvements to bring the same in line with a budget reasonably acceptable to Tenant. The Tenant Improvements shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans (as defined in the Work Letter). Tenant shall pay all TI Costs, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Improvement Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall Landlord have any responsibility for the TI Allowance cost of the Tenant Improvement Work in excess of the Improvement Allowance. Landlord shall have no obligation to make any payments to Tenant Improvement Contractor’s material suppliers or subcontractors or to determine whether amounts due them from Tenant Improvement Contractor in connection with the Tenant Improvement work have, in fact, been paid. The foregoing shall not be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (y) costs resulting from any default by Tenant of its obligations under this Lease, or (z) costs that are recoverable or reasonably recoverable by read to prevent Tenant from a third party (e.g.curing the applicable default and then being entitled to the applicable disbursement once the default is cured if such cure is completed within the applicable cure period, insurersif any, warrantors, or tortfeasors). In the event the estimated total TI Costs (as expressly set forth in this Work Letter or the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvements.

Tenant Improvements. Landlord shall cause the Core and Shell Contractor or another Contractor designated by Landlord and approved by Tenant, such consent not to be unreasonably withheld or delayed (“TI Contractor”, and together with Core and Shell Contractor, “Contractor”) to commence and thereafter diligently prosecute the construction of the tenant improvements in the Premises pursuant to the Work Letter (the “Tenant Improvements”); provided, however, that before performing the Tenant Improvements, Landlord shall prepare in good faith an estimated budget for the construction of the Tenant Improvements and deliver such budget has granted to Tenant for Tenant’s written approval prior the start an allowance of construction (the “Budget”). Landlord up to Sixteen and Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope of the Tenant Improvements to bring the same in line with a budget reasonably acceptable to Tenant. The Tenant Improvements shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans (as defined in the Work Letter). Tenant shall pay all TI Costs, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five No/100 Dollars ($125.0016.00) per rentable square foot for Suite 1300, for a total allowance of the Premises up to Seventy-Six Thousand Seven Hundred Fifty-Two and No/100 Dollars ($76,752.00) (the “Initial TI "Tenant Improvement Allowance”"), together for completion of slab-to-slab Tenant Improvements in accordance with (b) the Additional AllowanceSpace Plan. The “TI Costs” shall mean all Except as provided herein, the Tenant Core and Shell Costs (as defined Improvement Allowance is for Tenant Improvements in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (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)Premises. In the event the estimated total TI Costs (as set forth in Tenant Improvement Allowance is not used on or before December 31, 2000, Landlord shall retain such unused portion of the Budget) exceed the TI Tenant Improvement Allowance, and Tenant shall have no further rights thereto or hereunder. In the event that the cost of the Tenant Improvements exceeds the Tenant Improvement Allowance, Landlord shall, at Tenant's written option, provide Tenant with an additional allowance, above the Tenant Improvement Allowance, to apply towards payment of the excess costs of the Tenant Improvements (the "Excess Allowance"), and Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be funds sufficient to cover any additional projected excess costs and promptly pay to Landlord any costs in excess thereof. Notwithstanding the TI above, the Excess Allowance Excess, then shall not exceed Five Dollars ($5.00) per rentable square foot for Suite 1300. Any portion of the Excess Allowance paid by Landlord shall communicate either be (i) amortized on a straight-line basis over the same remaining rent paying term of the Lease, with interest at the rate of Twelve Percent (12%) per annum, payable by Tenant to Landlord as additional rent, or (ii) paid for directly by the Tenant. Upon completion, Tenant andagrees to execute the Lease Commencement Date Statement attached hereto as Appendix B. Landlord shall have the work depicted in the Tenant Space Plan attached hereto as Appendix A (the "Tenant Work") constructed with, if required by Tenantunless otherwise specified, the parties shall discuss revisions building standard materials and in a good and workmanlike manner pursuant to the Budget schedule provided for herein, subject, however, to extensions equal to the delays suffered by Landlord and caused by Tenant may make a TI or by strike, lockouts, fire or other casualty loss, acts of God, unavailability of materials, hostile or war-like action, riot or other causes beyond Landlord's reasonable control. The Tenant Change Order Request Work, as modified from time to reduce TI Coststime pursuant to the provisions of this Workletter, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to known as the TI Deposit"Tenant Improvements". If The cost of preparing the sum Space Plan and any other architectural or engineering fees shall be paid for out of the TI Tenant Improvement Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum as part of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvements. Landlord agrees to pay Tenant's contractor directly by paying Fifty Percent (50%) of the invoices presented and the remaining Fifty Percent (50%) after Landlord receives acceptable lien waivers from the contractor and subcontractors.

Tenant Improvements. Landlord All improvements to the Premises (“Tenant Improvements”) shall cause the Core and Shell Contractor or another Contractor designated by Landlord and approved be constructed by Tenant, such consent and shall be subject to the prior approval by Landlord of the plans and specifications, which approval shall not to be unreasonably withheld withheld, conditioned or delayed (“TI Contractor”delayed, and together with Core the other terms and Shell Contractor, conditions of this Lease. Tenant shall submit a complete set of 1/8” or larger scale plans and specifications for its initial Tenant Improvements pursuant hereto (the “ContractorInitial Improvements”) to commence within ____ days after the execution of this Lease, and thereafter diligently prosecute shall complete the Initial Improvements on or before _______________, 2022 (the “Improvement Deadline”). Landlord shall reimburse Tenant a portion of the costs incurred by Tenant in connection with the construction of the tenant improvements in the Premises pursuant to the Work Letter Initial Improvements (the “Tenant ImprovementsAllowance”); provided, however, that before performing ) subject to the terms set forth herein. The aggregate amount of the Tenant Improvements, Landlord Allowance shall prepare not be more than $75,000.00. The Tenant Allowance may only be applied to the costs of labor and materials incurred in good faith an estimated budget for the construction of the Tenant Improvements Initial Improvements, including contractor’s fees and deliver such budget to Tenant for Tenant’s written approval prior the start general conditions, sales tax, testing and inspection costs, cost of construction (the “Budget”). Landlord utilities, trash removal and Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope of the Tenant Improvements to bring the same in line with a budget reasonably acceptable to Tenantequipment rental. The Tenant Improvements Allowance may not be applied against furniture or other personal property. All items paid for with the Tenant Allowance shall belong to Landlord and may not be performed in a workmanlike manner and shall substantially conform with Applicable Laws and removed from the Approved TI Plans (as defined in Premises without Landlord’s prior written approval. If the Work Letter). Tenant shall pay all TI Costs, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot costs of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of Improvements exceeds the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (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). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any the payment of all costs related in excess of the Tenant Allowance. The design and construction of the Initial Improvements shall be subject to the applicable provisions of the Lease. In addition, all Initial Improvements shall be performed by licensed and bonded contractors that are reasonably acceptable to Landlord. Tenant shall submit to Landlord receipts, lien waivers and other reasonable documentation required by Landlord evidencing the completion of the Initial Improvements and Landlord shall deliver the applicable reimbursement from the Tenant Allowance to the extent the same result from Tenant within thirty (30) days after Landlord’s gross negligence, intentional misconduct or breach receipt of Leasesuch documentation. Landlord and shall not have any obligation to reimburse Tenant shall work together cooperatively at no cost or risk for the Initial Improvements if the reimbursement documentation required as aforesaid (including evidence of completion) is not delivered to Landlord to maximize Tenant’s ability, to on or before the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant ImprovementsImprovement Deadline.

Tenant Improvements. Landlord shall cause its contractor to make such improvements to the Core and Shell Contractor or another Contractor designated Expansion Space as may be specified by Landlord Tenant and approved by TenantLandlord not later than July 31, 2016 ("Tenant Improvements"). All such consent improvements shall be set forth at one time by Tenant as part of a single plan, it being understood that Landlord shall not be required to undertake multiple jobs. All materials and finishes utilized in completing the Tenant Improvements shall be Landlord’s building standard. Should Landlord submit any matter to Tenant for approval, Tenant shall approve or reasonably disapprove same (with reasons specified) within 5 business days. Landlord's total contribution for the Tenant Improvements shall not exceed $22,354.00 ("Landlord Contribution"). Any excess cost shall be borne solely by Tenant and shall be paid to Landlord within 10 business days following Landlord's billing for such excess cost. Tenant understands and agrees that any portion of the Landlord Contribution not utilized by Tenant as part of the single improvement project on or before December 31, 2016 shall inure to the benefit of Landlord and Tenant shall not be entitled to any credit or payment or to apply any such savings toward additional work. Notwithstanding the foregoing, Tenant may utilize a portion of the Landlord Contribution not to be unreasonably withheld or delayed exceed $22,354.00 toward the out-of-pocket expenses incurred by Tenant for relocating to the Premises, including furniture moving and data cabling costs (“TI ContractorMoving Allowance”). Tenant shall be reimbursed for such expenses by submitting copies of all supporting third-party invoices to Landlord by December 31, 2016. Landlord shall reimburse Tenant in one installment within 30 days following receipt of all such invoices. Tenant understands and together with Core and Shell Contractor, “Contractor”) to commence and thereafter diligently prosecute agrees that should the construction cost of the completion of the tenant improvements be less than the maximum amount provided for the Landlord Contribution, then subject to Tenant’s foregoing right to apply same to relocation costs in the Premises pursuant a timely manner as provided above, such savings shall inure to the Work Letter (the “Tenant Improvements”); provided, however, that before performing the Tenant Improvements, Landlord shall prepare in good faith an estimated budget for the construction benefit of the Tenant Improvements and deliver such budget to Tenant for Tenant’s written approval prior the start of construction (the “Budget”). Landlord and Tenant shall work together cooperatively and in good faith not be entitled to achieve a mutually acceptable Budgetany credit or payment or to apply the savings toward additional work. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget It is likely to be exceeded. If there is an indication understood that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope of the Tenant Improvements to bring the same in line with a budget reasonably acceptable to may be done during Tenant. The Tenant Improvements shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans (as defined in the Work Letter). Tenant shall pay all TI Costs, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot 's occupancy of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and (vi) the Warm Shell CostsExpansion Space. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (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). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowanceregard, Tenant agrees to assume any risk of injury, loss or damage which may result and that no rental abatement shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to result while the Tenant Improvements to are completed in the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant ImprovementsPremises.

Tenant Improvements. Except for the Landlord's Work, as hereinafter defined, the Premises are being leased on an "as is" basis. Landlord shall cause the Core and Shell Contractor or another Contractor designated by Landlord and approved by Tenant, such consent not agrees to be unreasonably withheld or delayed provide an allowance of up to $52,308.00 (“TI Contractor”, and together with Core and Shell Contractor, “Contractor”) to commence and thereafter diligently prosecute the construction $3.00 per rentable square feet of the tenant improvements space in the Premises pursuant (the "Allowance") for the acquisition and installation of the Leasehold Improvements to the Work Letter Premises all as more specifically described in Exhibit LI attached hereto. Landlord agrees to construct at Tenant's expense (subject to Landlord's payment of the “Allowance), the improvements to the Premises set forth in EXHIBIT B, attached hereto and incorporated herein by this reference. Disbursements of the Allowance will occur in the manner set forth in Exhibit LI attached hereto. Tenant Improvements”); providedagrees to reimburse Landlord for the Allowance actually expended by paying to Landlord on the first day of each month during the Term, howeveras Additional Rent, that before performing the Tenant Improvementsamount necessary to amortize fully the Allowance over the initial five (5) year Term plus annual interest thereon of ten percent (10.0%) per annum. In addition to the Allowance, Landlord shall prepare in good faith an estimated budget for agrees to build any demising walls which may be required and to make certain carpeting and wall finish/painting improvements to the construction of the Tenant Improvements Common Area (all finish work, materials selection and deliver such budget to Tenant for Tenant’s written approval prior the start of construction (the “Budget”). Landlord and Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope of the Tenant Improvements to bring the same in line with a budget reasonably acceptable to Tenant. The Tenant Improvements work shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans at Landlord's sole discretion) (as defined in Exhibit LI, the Work Letter). Tenant shall pay all TI Costs, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of the Premises (the “Initial TI Allowance”"Landlord's Work"), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (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). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s abilitymutually agree, prior to the extent reasonably possiblecommencement of the Term, at Landlord's cost. The Landlord's Work is included in the Base Rent and is not to obtain be reimbursed by Tenant or included in the benefit of any applicable research and development tax credits with respect to the Tenant ImprovementsAdjustments due under Section 10.

Tenant Improvements. Landlord shall cause its contractor, or, at Tenant’s option, shall permit Tenant to cause its contractor, to make such improvements to the Core and Shell Contractor or another Contractor designated Premises as may be specified by Landlord Tenant and approved by Tenant, Landlord (“Tenant Improvements”) with such consent Landlord approval not to be unreasonably withheld withheld, delayed or delayed conditioned. All such improvements shall be set forth at one time by Tenant as part of a single plan, it being understood that Landlord shall not be required to undertake multiple jobs. All materials and finishes utilized in completing the Tenant Improvements shall be Landlord’s building standard. Should Landlord submit any matter to Tenant for approval, Tenant shall approve or reasonably disapprove same (with reasons specified) within 3 business days. Landlord’s total contribution for the Tenant Improvements shall not exceed $97,404.00 (“TI ContractorLandlord Contribution”). It is understood that Landlord shall be entitled to a supervision/administrative fee equal to 5% of the total hard and soft construction cost, which fee shall be paid from the Landlord Contribution. Any excess cost shall be borne solely by Tenant and, if Landlord’s contractor performs the Tenant Improvements, shall be paid to Landlord within 10 days following Landlord’s billing for such excess cost. If Tenant’s contractor performs the Tenant Improvements, within 30 days after the completion of the Tenant Improvements and Landlord’s receipt of copies of all supporting third-party invoices and other reasonable documentation of the costs, together with Core lien releases satisfactory to Landlord, Landlord will pay Tenant reimburse Tenant an amount equal to the lesser of (a) the cost of such Tenant Improvements and Shell Contractor, “Contractor”(b) to commence the Landlord Contribution. Tenant understands and thereafter diligently prosecute the construction agrees that any portion of the tenant improvements in Landlord Contribution not utilized by Tenant as part of the Premises pursuant single improvement project on or before June 30, 2021, shall inure to the Work Letter (the “benefit of Landlord and Tenant Improvements”)shall not be entitled to any credit or payment or to apply any such savings toward additional work; provided, however, if there is any unused Landlord Contribution as of June 30, 2021, and provided that before performing the cost of any Tenant ImprovementsImprovements undertaken have been paid in full, Landlord shall prepare in good faith an estimated budget for the construction apply up to $48,702.00 of the Tenant Improvements and deliver such budget to Tenant for Tenant’s written approval prior unused Landlord Contribution against the start installments of construction (the “Budget”)Basic Rent next coming due under this Lease. Landlord and Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget It is likely to be exceeded. If there is an indication understood that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope of the Tenant Improvements to bring the same in line with a budget reasonably acceptable to Tenant. The Tenant Improvements shall be performed in a workmanlike manner done during Tenant’s occupancy of the Premises. In this regard, Tenant agrees to assume any risk of injury, loss or damage which may result and that no rental abatement shall substantially conform with Applicable Laws and result while the Approved TI Plans (as defined Tenant Improvements are completed in the Work Letter)Premises. Tenant shall pay all TI Costs, except further agrees that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (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). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord it shall be solely responsible for any costs related relocating its office equipment, furniture and furnishings in the Premises to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvementsaccommodate such improvement work.

Tenant Improvements. Landlord shall cause its contractor to make such improvements to the Core and Shell Contractor or another Contractor designated Premises as may be specified by Landlord Tenant and approved by Tenant, such consent not to be unreasonably withheld or delayed Landlord (“TI Contractor”, and together with Core and Shell Contractor, “Contractor”) to commence and thereafter diligently prosecute the construction of the tenant improvements in the Premises pursuant to the Work Letter (the “Tenant Improvements”). All such improvements shall be set forth at one time by Tenant as part of a single plan, it being understood that Landlord shall not be required to undertake multiple jobs. All materials and finishes utilized in completing the Tenant Improvements shall be Landlord’s building standard. Should Landlord submit any matter to Tenant for approval, Tenant shall approve or reasonably disapprove same (with reasons specified) within 3 business days. Landlord’s total contribution for the Tenant Improvements shall not exceed $21,655.00 (“Landlord Contribution”), based on $5.00 per usable square foot of the Premises. It is understood that Landlord shall be entitled to a supervision/administrative fee equal to 3% of the total hard and soft construction cost, which fee shall be paid from the Landlord Contribution. Any excess cost shall be borne solely by Tenant and shall be paid to Landlord within 10 days following Landlord’s billing for such excess cost. Tenant understands and agrees that any portion of the Landlord Contribution not utilized by Tenant as part of the single improvement project on or before June 30, 2019, shall inure to the benefit of Landlord and Tenant shall not be entitled to any credit or payment or to apply any such savings toward additional work; provided, however, that before performing the Tenant Improvementsmay, upon written request delivered to Landlord shall prepare in good faith an estimated budget for the construction not later than October 1, 2018, apply any unused sums of the Tenant Improvements Landlord Contribution to the Basic Rent amortized on a straight-line basis over the Term commencing October 1, 2018 and deliver such budget to Tenant for Tenant’s written approval prior the start of construction (the “Budget”)ending September 30, 2021. Landlord and Tenant shall work together cooperatively memorialize any such reduction in the Basic Rent on a form provided by Landlord. Notwithstanding the foregoing, Tenant may utilize all or a portion of the Landlord Contribution toward the out-of-pocket expenses incurred by Tenant for the purchase, refurbishment and/or installation of furniture for the Premises, and in good faith telephone and data cabling costs. Tenant shall be reimbursed for such expenses by submitting copies of all supporting third-party invoices to achieve a mutually acceptable BudgetLandlord by June 30, 2019. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify reimburse Tenant in writing if the Budget one installment within 30 days following receipt of all such invoices. It is likely to be exceeded. If there is an indication understood that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope of the Tenant Improvements to bring the same in line with a budget reasonably acceptable to Tenant. The Tenant Improvements shall be performed in a workmanlike manner done during Tenant’s occupancy of the Premises. In this regard, Tenant agrees to assume any risk of injury, loss or damage which may result and that no rental abatement shall substantially conform with Applicable Laws and result while the Approved TI Plans (as defined Tenant Improvements are completed in the Work Letter)Premises. Tenant shall pay all TI Costs, except further agrees that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (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). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord it shall be solely responsible for any costs related relocating its office equipment, furniture and furnishings in the Premises to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvementsaccommodate such improvement work.

Tenant Improvements. Landlord All Tenant Improvements shall cause the Core and Shell Contractor or another Contractor designated by Landlord and approved be performed by Tenant’s contractor, such consent not at Tenant’s sole cost and expense (subject to be unreasonably withheld or delayed (“TI Contractor”, and together Landlord’s obligations with Core and Shell Contractor, “Contractor”) respect to commence and thereafter diligently prosecute the construction any portion of the tenant improvements TI Allowance and in accordance with the Premises pursuant to Approved Plans (as defined below), the Lease and this Work Letter (Letter. To the “Tenant Improvements”); provided, however, extent that before performing the Tenant Improvements, Landlord shall prepare in good faith an estimated budget for the construction total projected cost of the Tenant Improvements and deliver (as projected by Landlord) exceeds the TI Allowance (such budget to Tenant for Tenant’s written approval prior the start of construction (excess, the “BudgetExcess TI Costs”). Landlord and , Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update pay the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope costs of the Tenant Improvements to bring the same in line with a budget reasonably acceptable as such costs become due, and Landlord shall reimburse Tenant (or pay directly to Tenant’s contractor) on a pari passu basis, in the proportion of Excess TI Costs payable by Tenant to the TI Allowance payable by Landlord. The If the cost of the Tenant Improvements (as projected by Landlord) increases over Landlord’s initial projection, Tenant shall promptly notify Landlord, and Landlord’s payment of the TI Allowance shall be on an adjusted pari passu basis based on the additional Excess TI Costs. All material and equipment furnished by Tenant or its contractors as the Tenant Improvements shall be new or “like new;” the Tenant Improvements shall be performed in a first-class, workmanlike manner and shall substantially conform with Applicable Laws manner; and the Approved TI Plans (as defined in the Work Letter). Tenant shall pay all TI Costs, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections quality of the Tenant ImprovementsImprovements shall be of a nature and character not less than the Building Standard, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (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). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Exhibit B-2. Tenant shall deposit take, and shall require its contractors to take, commercially reasonable steps to protect the Premises during the performance of any Tenant Improvements, including covering or temporarily removing any window coverings so as to guard against dust, debris or damage. All Tenant Improvements shall be performed in accordance with Landlord such overage (Article 16 of the “TI Allowance Excess”)Lease; provided that, within five (5) business days of receiving notwithstanding anything in the Budget (Lease or this Work Letter to the “TI Deposit”). In contrary, in the event Landlord determines the estimate of a conflict between this Work Letter and Article 16 of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by TenantLease, the parties terms of this Work Letter shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvementsgovern.

Tenant Improvements. Landlord A. Lessor shall cause provide, at no cost to Lessee, the Core base building improvements for the Premises, which shall consist of the installation of a 2' x 4' ceiling grid, 2' x 2' acoustical tiles stockpiled on the floor, 2' x 4' parabolic fluorescent light fixtures stockpiled on the floor (at one (1) fixture per 80 usable square feet), the installation of the primary distribution of the HVAC system and Shell Contractor the shell building fire protection sprinkler system, and mini blinds stockpiled on the floor. All of the foregoing items shall be either stockpiled or another Contractor designated by Landlord and approved by Tenantinstalled, such consent not as applicable, using Lessor's building standard improvements. All additional improvements to the base building will be so-called "Tenant Improvements" to be unreasonably withheld or delayed installed by Lessor but to be selected by Lessee as hereinafter set forth and paid for by Lessee subject to Lessor providing the Tenant Improvement Allowance (“TI Contractor”as hereinafter defined). Lessor shall provide a tenant improvement allowance (the "Tenant Improvement Allowance") equal to the product of Nineteen and No/100ths Dollars ($19.00) multiplied by the useable area of the Premises. Lessor shall, with respect to all major subcontracts, cause Lessor's general contractor to solicit bids for the Tenant Improvements from three (3) qualified subcontractors, and together shall provide Lessee with Core and Shell Contractor, “Contractor”) the opportunity to commence and thereafter diligently prosecute examine said bids upon request by Lessee. B. If the construction of the tenant improvements in the Premises pursuant to the Work Letter (the “Tenant Improvements”); provided, however, that before performing the Tenant Improvements, Landlord shall prepare in good faith an estimated budget for the construction price of the Tenant Improvements and deliver such budget to Tenant for Tenant’s written approval prior the start of construction (the “Budget”). Landlord and Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope of exceeds the Tenant Improvements to bring the same in line with a budget reasonably acceptable to Tenant. The Tenant Improvements shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans (as defined in the Work Letter). Tenant Improvement Allowance, Lessee shall pay all TI CostsLessor, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of the Premises (the “Initial TI Allowance”)in cash, together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections upon substantial completion of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (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). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount by which the price of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements exceeds the Tenant Improvement Allowance. C. disapproval of such working drawings shall be limited to those items which are inconsistent with the extent Space Plan. Lessee shall be responsible for Lessor's costs (including lost rent) arising out of delays in completing the same result Tenant Improvements caused by Lessee. Lessee also agrees to refrain from Landlord’s gross negligence, intentional misconduct or breach ordering long lead time items which would delay substantial completion of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvements.

Tenant Improvements. Landlord 2.1 In addition to Landlord’s Work, Tenant shall cause have the Core and Shell Contractor or another Contractor designated by Landlord and approved by Tenant, such consent not right to be unreasonably withheld or delayed (“TI Contractor”, and together with Core and Shell Contractor, “Contractor”) make improvements to commence and thereafter diligently prosecute the construction interior of the tenant improvements in the Premises pursuant to the Work Letter (the “Tenant Improvements”); provided, however, that before performing the . Tenant Improvements, Landlord shall prepare in good faith an estimated budget for the construction of make the Tenant Improvements at Tenant's sole cost and deliver such budget expense (subject to the Tenant for Tenant’s written approval prior the start of construction (the “Budget”Improvement Allowance set forth below). Landlord and Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope of the Tenant Improvements to bring the same in line with a budget reasonably acceptable to Tenant. The All Tenant Improvements shall be performed subject to the consent of Landlord, which consent shall not be unreasonably withheld, delayed or conditioned. Any such Tenant Improvements (except trade fixtures) shall at once become a part of the Premises and shall be surrendered to Landlord upon the expiration or sooner termination of this Lease. All work with respect to the Tenant Improvements must be done in a good and workmanlike manner and diligently prosecuted to completion to the end that the improvements on the Premises shall substantially conform with Applicable Laws and at all times be a complete unit except during the Approved TI Plans (as defined in the Work Letter). period of work. 2.2 Landlord grants to Tenant shall pay all TI Costs, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars a one-time Tenant Improvement Allowance of sixty dollars ($125.0060.00) per rentable square foot of the Premises (Five Million One Hundred Seventy-four Thousand Seven Hundred Sixty Dollars ($5,174,760.00)) for the “Initial TI Allowance”)Tenant’s Improvements, together including any soft costs associated with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core design and Shell Costs (as defined in the Work Letter) and all costs and expenses construction of performing the TI Worksuch tenant improvements, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) for space planning, design, architect, engineering, data measurement, cost estimating, value engineering and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of move-in. During the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections construction of the Tenant Improvements, and (vi) commencing upon the Warm Shell Costs. In no event shall date that is the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (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). In the event the estimated total TI Costs First Rent Commencement Date (as defined in section E(1)(a) of the Basic Provisions), Landlord shall make periodic distributions of the Tenant Improvement Allowance to Tenant in accordance with the following: 2.2.1 Landlord’s distribution of the Tenant Improvement Allowance to the Tenant shall not occur more than one (1) time per month. 2.2.2 Tenant shall not be entitled to a disbursement of the Tenant Improvement Allowance that exceeds an amount equal to more than $60.00 per square foot for the rentable square footage upon which Tenant is required to pay Rent (determined in accordance with Section E of the Basic Provisions and set forth in a written amendment to Lease executed by the Budgetparties, if applicable) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate at time of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Depositrequest for disbursement. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between Specifically: (a) The aggregate Tenant Improvement Allowance disbursed prior to the TI Costs and Second Rent Commencement Date shall not exceed the greater of: (i) Three Million One Hundred Four Thousand Eight Hundred Fifty-six Dollars ($3,104.856.00), constituting $60.00 multiplied by the rentable square footage comprising sixty percent (60%) of the Premises (51,747.60 square feet)); or (ii) an amount equal to the $60.00 multiplied by the highest rentable square footage on which Tenant is required to pay Rent during the period up to the Second Rent Commencement Date. (b) The aggregate Tenant Improvement Allowance disbursed prior to the sum Final Rent Commencement Date shall not exceed the greater of: (i) Four Million One Hundred Thirty-nine Thousand Eight Hundred Eight Dollars ($4,139,808.00), constituting $60.00 multiplied by rentable square footage comprising eighty percent (80%) of the TI Premises (68,996.80 square feet)) or (ii) an amount equal to the $60.00 multiplied by the highest rentable square footage on which Tenant is required to pay Rent during the period up to the Final Rent Commencement Date. DOCSSB/108279v20/100382-1006 (c) From and after the Final Rent Commencement Date, the remainder of the Tenant Improvement Allowance may be disbursed as and the TI Deposit. However, Landlord when incurred by Tenant. 2.2.3 The Tenant Improvement Allowance shall be solely responsible disbursed only upon presentation by Tenant to Landlord of: (i) copies of Tenant’s paid invoices for any costs related to associated with Tenant Improvements; and (ii) all applicable unconditional final lien waivers. 2.2.4 If Tenant does not utilize the Tenant Improvements to the extent the same result from Landlord’s gross negligenceImprovement Allowance by March 31, intentional misconduct or breach 2021 as such date may be postponed by reason of Lease. Landlord force majeure, any remaining Tenant Improvement Allowance shall become null and void and Tenant shall work together cooperatively at forever lose its right to utilize said allowance. The Tenant Improvement Allowance shall in no cost or risk to Landlord to maximize Tenant’s ability, to event be credited towards the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant ImprovementsRent payable hereunder.

Tenant Improvements. Landlord All Tenant Improvements shall cause be performed by Landlord’s contractor, at Tenant’s sole cost and expense (subject to Landlord’s obligations with respect to any portion of the Core and Shell Contractor or another Contractor designated TI Allowance used by Landlord and approved by Tenant, such consent not to be unreasonably withheld or delayed (“TI Contractor”, and together with Core and Shell Contractor, “Contractor”) to commence and thereafter diligently prosecute the construction of the tenant improvements in the Premises pursuant to the Work Letter (the “Tenant Improvements”); provided, however, that before performing completing the Tenant Improvements) and in substantial accordance with the Approved Plans (as defined below), Landlord shall prepare in good faith an estimated budget for the construction Lease and this Work Letter. To the extent that the total projected cost of the Tenant Improvements and deliver (as projected by Landlord) exceeds the TI Allowance (such budget to Tenant for Tenant’s written approval prior the start of construction (excess, the “BudgetExcess TI Costs”). Landlord and , Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update pay the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope costs of the Tenant Improvements on a pari passu basis with Landlord as such costs become due, in the proportion of Excess TI Costs payable by Tenant to bring the TI Allowance payable by Landlord. If the cost of the Tenant Improvements (as projected by Landlord) increases over Landlord’s initial projection, then Tenant shall continue to pay the costs of the Tenant Improvements on a pari passu basis, but the percentages payable by Tenant and Landlord shall be revised to reflect the increased costs. If Tenant fails to pay, or is late in paying, any sum due to Landlord under this Work Letter, then Landlord shall have all of the rights and remedies set forth in the Lease for nonpayment of Rent (including the right to interest and the right to assess a late charge), and for purposes of any litigation instituted with regard to such amounts the same in line with a budget reasonably acceptable to Tenantshall be considered Rent. The All material and equipment furnished by Landlord or its contractors as the Tenant Improvements shall be new or “like new,” and the Tenant Improvements shall be performed in a first-class, workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans (as defined in the Work Letter). Tenant shall pay all TI Costs, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (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). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvementsmanner.

Tenant Improvements. Landlord has completed the Tenant Improvements for the Office Premises and shall cause complete the Core and Shell Contractor or another Contractor designated by Landlord and approved by Tenant, such consent not to be unreasonably withheld or delayed (“TI Contractor”, and together Tenant Improvements for the Retail Premises in accordance with Core and Shell Contractor, “Contractor”) to commence and thereafter diligently prosecute the construction of the tenant improvements in the Premises pursuant to the Work Letter Agreement, subject, however, to the following: (a) One hundred percent (100%) of the “Allowance shall be applied exclusively against the cost of the Tenant Improvements”)Improvements for the Office Premises; provided, however, that before performing if the Tenant Improvements, Landlord shall prepare in good faith an estimated budget for the construction cost of the Tenant Improvements for the Office Premises is less than $30.00 per Usable Square Foot of the entire Premises, i.e., less than $207,270.00, the unused portion of the Allowance shall be applied to and deliver such budget to Tenant for Tenant’s written approval prior credited against the start of construction (the “Budget”). Landlord and Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope cost of the Tenant Improvements to bring for the same in line with a budget reasonably acceptable to TenantRetail Premises, which cost shall otherwise be borne by Tenant as set forth below. The If the cost of the Tenant Improvements shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and for the Approved TI Plans (as defined in the Work Letter). Office Premises exceeds $207,270.00, Tenant shall pay all TI Costs, except that the amount of such excess to Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (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). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days after final reconciliation of receiving all Tenant Improvement costs for the Budget Office Premises. Except as provided above in the case any of the Allowance remains after completion of the Office Premises, the cost of the Tenant Improvements for the Retail Premises shall be borne solely by Tenant and shall be due and payable by Tenant to Landlord within five (5) days after Landlord notifies Tenant that the City has approved the CUP and the building permit for the Tenant Improvements for the Retail Space has been issued. The costs of the Tenant Improvements for the Retail Premises shall be set forth in a Work Cost Statement for the Retail Premises. Landlord shall have no obligation to commence construction of the Tenant Improvements for the Retail Premises unless and until Landlord shall have received the amount of such costs from Tenant. (b) From and after the date hereof, (i) all references in Paragraph 8(c) of the Work Letter to “the Premises” shall mean and refer to the Retail Premises only; Landlord having delivered possession of the Office Premises to Tenant effective as of July 29, 2002 and Tenant having accepted such possession, and (ii) all references in Paragraph 8(c) of the Work Letter to the “Projected Commencement Date” shall mean and refer to the “Estimated Retail Premises Delivery Date” described below, provided the provisions of Paragraph 8(c) of the Work Letter shall apply only to delays in the delivery of the Retail Premises for reasons other than delays in obtaining City approval of the CUP and the issuance of the building permit for the Tenant Improvements for the Retail Premises, both of which events are covered in Paragraph 8 below. Pending City approval of the CUP and the issuance of the building permit for the Tenant Improvements for the Retail Premises, subject to Tenant Delays and Force Majeure Delays, Landlord shall use commercially reasonable best efforts to commence and complete the Tenant Improvements for the Retail Space within forty five (45) days after the date the CUP is approved and the building permit for the Tenant Improvements for the Retail Space has been issued (the “TI DepositCUP Date”). In the event Landlord determines the The parties estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover delivery date for the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount Retail Premises shall be added to on or about November 30, 2002 (the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvements“Estimated Retail Premises Delivery Date”).

Tenant Improvements. a. Effective as of the Effective Date, Landlord shall cause reimburse Tenant in an amount up to Five Hundred Thirty-Three Thousand Seven Hundred Ninety and 00/100 Dollars ($533,790.00) (the Core “Tenant Allowance”) for improvements and Shell Contractor modifications to the Retained Premises, to include, without limitation, separately demising the Retained Premises and submetering the Premises for electricity and water as set forth in Section 2.e of this First Amendment. Except as specifically provided below, the Tenant Allowance may be applied towards actual, hard costs of Tenant's construction, and, in no event towards its furniture, fixtures or another Contractor designated equipment. The improvements and modifications shall be performed by Landlord Tenant in accordance with and approved by Tenantsubject to the provisions of this Section 3, such consent not to be unreasonably withheld or delayed as well as Article 8 (“TI Contractor”, Changes and together with Core and Shell Contractor, “ContractorAlterations”) and any other applicable provisions of the Lease. Landlord shall have the reasonable right to commence and thereafter diligently prosecute oversee the construction of the tenant improvements (at Landlord's sole cost, subject to Section 8.2 of the Lease) to ensure that same are constructed in compliance with the Premises pursuant Lease (including this First Amendment) and all applicable Laws. Tenant understands that the modifications to the Work Letter (Retained Premises will take place while Tenant is in possession of the “Tenant Improvements”); providedRetained Premises. Provided that no Event of Default is then occurring beyond applicable notice and cure periods, however, that before performing after the Tenant Improvementswork is completed, Landlord shall prepare in good faith an estimated budget reimburse Tenant from the Tenant Allowance for the construction cost of improvements made to the Retained Premises, provided that such reimbursement or payment shall not exceed, in the aggregate, the Tenant Allowance. To obtain such reimbursement, Tenant shall deliver a statement to Landlord which shows, in reasonable detail, all costs incurred and shall be accompanied by paid invoices of each contractor, subcontractor, supplier or vendor for which reimbursement or payment is sought, and a final lien waiver and a certificate, from each contractor and subcontractor whose contract has an aggregate value equal to or greater than $5,000, certifying that all payments due such contractor or subcontractor and to laborers, materialmen and subcontractors under it have been made. Disbursement shall be made from the Tenant Allowance on or before thirty (30) days after Landlord receives Tenant's complete and correct statements with all required supporting documentation. Tenant shall not be entitled to any credit or payment for any unused portion of the Tenant Improvements Allowance; provided that it may apply up to Fifty Thousand and deliver such budget to Tenant for Tenant’s written approval prior the start of construction (the “Budget”). Landlord and Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope of the Tenant Improvements to bring the same in line with a budget reasonably acceptable to Tenant. The Tenant Improvements shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans (as defined in the Work Letter). Tenant shall pay all TI Costs, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five 00/100 Dollars ($125.0050,000.00) per rentable square foot of toward the Premises (earliest due Basic Rent due under the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (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). In the event the estimated total TI Costs entire Tenant Allowance is not, within six (as set forth 6) months after the Extension Term Commencement Date, either (i) used and invoiced by Tenant for the above-described improvements; or (ii) designated in the Budget) exceed the TI Allowancewriting by Tenant to be credited toward payment of Basic Rent, Tenant shall deposit with Landlord such overage forfeit any right it may have to any unused portion of the Tenant Allowance. b. Tenant shall be responsible, at its sole cost and expense (not subject to reimbursement from the “TI Allowance Excess”Tenant Allowance), within five (5) business days of receiving for the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant ImprovementsXcel fees, card readers, electric strikes, magnetic locks, CCTV, alarm wiring or security systems.

Tenant Improvements. The Premises are being provided by the Landlord in their current as-is condition together with, but not necessarily limited to, all existing demising and interior partitions, doors, frames and hardware, ceilings, electrical fixtures and distribution wiring, HVAC distribution systems and controls, sprinkler systems, fire alarm systems and controls exit lighting, interior finishes, built-in millwork, and any and all other improvements located therein. The Landlord shall cause provide the Core Tenant with all necessary Working Drawings, permits, demolition, general, mechanical, electrical and Shell Contractor or another Contractor designated by Landlord plumbing construction and approved by Tenant, such consent not to be unreasonably withheld or delayed interior finishes (“TI Contractor”, and together with Core and Shell Contractor, “Contractor”the "TENANT IMPROVEMENTS") to commence construct, modify, alter or otherwise improve and thereafter diligently prosecute the construction prepare that portion of the tenant improvements Premises shown on EXHIBIT A as the area of construction in accordance with the Premises pursuant to final Working Drawings as described in PARAGRAPH 27.01, provided however the Work Letter Landlord's obligation for the cost of said Tenant Improvements shall not exceed SIXTY THREE THOUSAND SIX HUNDRED NINETY AND 00/100 dollars ($63,690.00) (the “Tenant Improvements”"TENANT IMPROVEMENT ALLOWANCE"); provided, however, that before performing the Tenant Improvements, Landlord shall prepare in good faith an estimated budget for the construction . The cost of the Tenant Improvements and deliver such budget to Tenant for Tenant’s written approval prior shall be determined by the start of construction (Landlord after mutual agreement by the “Budget”). Landlord and the Tenant shall of the Working Drawings and prior to the commencement of any work together cooperatively and in good faith to achieve a mutually acceptable Budgetor construction by the Landlord. Landlord shall update In the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if event the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope cost of the Tenant Improvements exceed the Landlord's obligation as herein described, or in the event the actual cost to bring construct the same in line with a budget reasonably acceptable to Tenant. The Tenant Improvements exceed the Landlord's obligation due to changes requested by the Tenant to the final Working Drawings, then, in such event, the Tenant shall be performed responsible for the additional cost in a workmanlike manner excess of the Landlord's obligation and shall substantially conform with Applicable Laws reimburse the Landlord for such excess immediately upon completion of the Tenant Improvements. Any excess cost due from the Tenant shall be considered as Additional Rent and shall be due and payable upon the first installment of Rent and subject to all provisions, terms and conditions of Rent and Additional Rent as herein provided. In the event the cost of Tenant Improvements exceeds the Landlord's obligation and the Approved TI Plans (as defined in Tenant disputes the Work Letter). Tenant shall pay all TI Costs, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections Landlord's cost estimate of the Tenant Improvements, and (vi) or refuses to pay the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (y) costs resulting from any default by Tenant of its obligations under this Leaseexcess cost, or (z) costs that are recoverable or reasonably recoverable by Tenant from a third party (e.g.requires the Landlord to redesign, insurers, warrantorsmodify, or tortfeasors)otherwise change the final Working Drawings in an effort to reduce cost, or requests the Landlord to obtain additional cost estimates of the Tenant Improvements, the Landlord may do so, however, such redesigning, modifications or changes shall be considered a delay to the Landlord as provided in SECTION 27.01 and the Commencement Date of the Term of this Lease shall not be delayed by such action. In Notwithstanding anything to the contrary contained herein this PARAGRAPH 39.01, in the event the estimated total TI Costs cost of the Tenant Improvements exceeds NINETY THOUSAND AND 00/100 DOLLARS (as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”$90,000.00), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate increase the same Tenant Improvement Allowance up to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, maximum increase of TEN THOUSAND AND 00/100 DOLLARS ($10,000.00) and such additional increase amount shall be amortized over the term of this Lease at an annual rate of 9.5% and the monthly amortized amount shall be added to the TI Deposit. If monthly Rent amounts stipulated in PARAGRAPH 53.01-1, however in no event shall the sum Landlord's total contribution towards the cost of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvements.exceed SEVENTY THREE THOUSAND SIX HUNDRED NINETY AND 00/100 DOLLARS ($73,690.00)

Tenant Improvements. Landlord All Tenant Improvements shall cause the Core be performed by Landlord’s contractor, at Tenant’s sole cost and Shell Contractor or another Contractor designated by Landlord and approved by Tenant, such consent not expense (subject to be unreasonably withheld or delayed (“TI Contractor”, and together Landlord’s obligations with Core and Shell Contractor, “Contractor”) respect to commence and thereafter diligently prosecute the construction any portion of the tenant improvements in the Premises Base TI Allowance and, if properly requested by Tenant pursuant to the Work Letter (terms of the “Tenant Improvements”); providedLease, however, that before performing the Additional TI Allowance used by Landlord in completing the Tenant Improvements, Landlord shall prepare but subject to the last sentence of Section 4.7 of the Lease) and in good faith an estimated budget for substantial accordance with the construction Approved Plans (as defined below), the Lease and this Work Letter. To the extent that the total projected cost of the Tenant Improvements and deliver (as projected by Landlord) exceeds the TI Allowance (such budget to Tenant for Tenant’s written approval prior the start of construction (excess, the “BudgetExcess TI Costs”). Landlord and , Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update pay the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope costs of the Tenant Improvements on a pari passu basis with Landlord as such costs become due, in the proportion of Excess TI Costs payable by Tenant to bring the Base TI Allowance (and, if properly requested by Tenant pursuant to the Lease, the Additional TI Allowance) payable by Landlord. If the cost of the Tenant Improvements (as projected by Landlord) increases over Landlord’s initial projection, then Landlord’s and Tenant’s respective pari passu shares shall be adjusted accordingly. If Tenant fails to pay, or is late in paying, any sum due to Landlord under this Work Letter, then Landlord shall have all of the rights and remedies set forth in the Lease for nonpayment of Rent (including the right to interest and the right to assess a late charge), and for purposes of any litigation instituted with regard to such amounts the same in line with a budget reasonably acceptable to Tenantshall be considered Rent. The All material and equipment furnished by Landlord or its contractors as the Tenant Improvements shall be new or “like new,” and the Tenant Improvements shall be performed in a first-class, workmanlike manner and shall substantially conform in compliance with Applicable Laws and to the Approved TI Plans extent required by applicable Governmental Authorities as a condition to the issuance of a certificate of occupancy or its substantial equivalent (as defined in the Work Letter). Tenant shall pay all TI Costsi.e., except that Landlord shall pay a final sign off on permits for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (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). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvements.

Tenant Improvements. a. Tenant shall improve the Premises by constructing 10,000 to 12,000 square feet of additional (mostly) second story office space (the "Additional Office Space") which shall be attached to and contiguous with and located to the rear (southwest) of that certain "Existing Office Space" as depicted on a preliminary floor plan (the "Preliminary Floor Plan") to be prepared by Tenant and delivered to Landlord for Landlord's reasonable approval, which approval shall cause the Core and Shell Contractor or another Contractor designated by Landlord and approved by Tenant, such consent not to be unreasonably withheld or delayed (“TI Contractor”delayed. Tenant shall deliver said Preliminary Floor Plan on or before the Early Occupancy Commencement Date, and together with Core Landlord shall have five (5) business days to approve the same. Upon said approval, said Preliminary Floor Plan shall be attached hereto as Exhibit E. b. Tenant shall also effect renovations of and Shell Contractor, “Contractor”) alterations to commence and thereafter diligently prosecute the Existing Office Space (the construction of the tenant improvements in the Premises pursuant Additional Office Space and renovation of and alterations to the Work Letter Existing Office Space shall hereinafter be referred to as the "Tenant Improvements"), subject to the Landlord's consent as required herein. Prior to the Early Occupancy Commencement Date, if possible, and in any event, prior to commencing any renovations or alterations, Tenant shall submit the plans (the “Tenant Improvements”); provided, however, that before performing "Plans") and specifications (the "Specifications") for the Tenant ImprovementsImprovements (collectively, the "Tenant Improvement Plans") to Landlord for Landlord's approval. Landlord's approval shall not be unreasonably withheld or delayed. Additionally, Landlord shall prepare in good faith an estimated budget for have no right to object to Tenant Improvement Plans to the construction extent that they are consistent with the Preliminary Floor Plan. Landlord's consent to any part of the Tenant Improvements and deliver such budget to Improvement Plans that are inconsistent with and/or not delineated in the Tenant for Tenant’s written approval prior Improvement Plans will be entirely within the start of construction (the “Budget”). Landlord and Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceededLandlord's discretion. If there is an indication that Landlord fails to respond to the Budget is likely to be exceeded, Landlord and submittal by Tenant shall work together cooperatively, if required by Tenant, to modify the scope of the Tenant Improvements Improvement Plans within five (5) business days from submission, those Tenant Improvement Plans shall be deemed approved. A final revised set of Tenant Improvement Plans reflecting any and all changes by any and all applicable governmental agencies shall be attached hereto as Exhibit "F". Tenant shall pay all costs incurred by Tenant in connection with the preparation of the Tenant Improvement Plans, subject to bring Tenant being permitted to use a portion of the same in line with a budget reasonably acceptable Tenant Improvement Allowance to Tenantpay for such costs and expenses as hereinafter provided. The Premises shall be completed by Tenant and its contractor(s), at Tenant's sole expense, subject to the Tenant Improvement Allowance referred to herein, in accordance with the Tenant Improvement Plans. c. Unless otherwise expressly permitted by Landlord, all the Tenant Improvements shall be performed in a good and workmanlike manner with the use of first class materials and shall substantially conform in accordance with Applicable Laws all (1) applicable building and the Approved TI Plans zoning laws and other laws, orders, codes, rules, regulations and requirements of all federal, state, municipal, public and governmental agencies and governments, and (as defined 2) orders, rules and regulations of any applicable board of fire underwriters or any other body now or later constituted performing similar functions in the Work Letter). county where the Premises are located. d. At least two (2) days prior to commencement of construction, Tenant shall pay all TI Costsdeliver to Landlord a certificate of insurance for each of Tenant's contractors evidencing adequate insurance coverage naming Landlord and Landlord's agent as additional insureds. e. In addition to the right of Landlord and its agents to inspect the Premises set forth elsewhere in this Lease, except that Landlord and its agents shall pay for TI Costs that do not exceed have the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot right to conduct walk-through inspections of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid completed by Tenant and prior to an unaffiliated third party (such fees not to exceed three percent (3%) the disbursement of the TI Allowance)each Tenant Improvement Allowance draw, (iii) space planningprovided, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (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). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowancehowever, Tenant shall deposit with have the right to have Landlord such overage (or any of Landlord's agents accompanied by an authorized Tenant representative while on the “TI Allowance Excess”), within five (5Premises. f. The warranties from Tenant's contractor(s) business days shall be for the benefit of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to as well as Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possibleavailable, Tenant shall deliver copies of such warranties to obtain the benefit of any applicable research and development tax credits with respect to the Tenant ImprovementsLandlord upon receipt.

Tenant Improvements. Landlord All Tenant Improvements shall cause be performed by Landlord’s contractor, at Tenant’s sole cost and expense (subject to Landlord’s obligations with respect to any portion of the Core and Shell Contractor or another Contractor designated TI Allowance used by Landlord in completing the Tenant Improvements) and approved by Tenantin substantial accordance with the Approved Plans (as defined below), such consent not to be unreasonably withheld or delayed (“TI Contractor”, the Lease and together with Core and Shell Contractor, “Contractor”) to commence and thereafter diligently prosecute this Work Letter. To the construction extent that the total projected cost of the tenant improvements Tenant Improvements (as projected by Landlord) exceeds the TI Allowance (such excess, the “Excess TI Costs”), Tenant shall pay the costs of the Tenant Improvements on a pari passu basis with Landlord as such costs become due, in the Premises pursuant proportion of Excess TI Costs payable by Tenant to the Work Letter (TI Allowance payable by Landlord. In the “event Tenant Improvements”); provided, however, that before performing wishes to value engineer the Tenant Improvements prior to its approval of the budget for the Tenant Improvements, Landlord Tenant will be permitted to do so; provided that any delay caused by such value engineering shall prepare in good faith an estimated budget for be a Tenant delay and the construction date of Substantial Completion of the Tenant Improvements and deliver such budget to Tenant for Tenant’s written approval prior purposes of calculating the start of construction (the “Budget”). Landlord and Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely Expansion Commencement Date will be deemed to be exceededthe date that Substantial Completion would have occurred absent such delay. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope cost of the Tenant Improvements to bring (as projected by Landlord) increases over Landlord’s initial projection, then Landlord may notify Tenant and Tenant shall deposit any additional Excess TI Costs with Landlord in the same way that Tenant deposited the initial Excess TI Costs. If Tenant fails to pay, or is late in line paying, any sum due to Landlord under this Work Letter, then Landlord shall have all of the rights and remedies set forth in the Lease for nonpayment of Rent (including the right to interest and the right to assess a late charge), and for purposes of any litigation instituted with a budget reasonably acceptable regard to Tenantsuch amounts the same shall be considered Rent. The All material and equipment furnished by Landlord or its contractors as the Tenant Improvements shall be new or “like new,” and the Tenant Improvements shall be performed in a first-class, workmanlike manner and shall substantially conform with Applicable Laws and manner. Landlord will complete the Approved TI Plans (as defined in the Work Letter). Tenant shall pay all TI Costs, except that Landlord shall pay final accounting for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (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). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach promptly after Substantial Completion of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvementssame.

Tenant Improvements. Landlord shall cause the Core and Shell Contractor or another Contractor designated by Landlord and approved by (a) Tenant, such consent not to be unreasonably withheld or delayed (“TI Contractor”by occupancy hereunder, and together with Core and Shell Contractor, “Contractor”) to commence and thereafter diligently prosecute the construction of the tenant improvements in accepts the Premises pursuant to the Work Letter (the “Tenant Improvements”); provided, however, that before performing the Tenant Improvements, Landlord shall prepare as being in good faith an estimated budget for the construction of the Tenant Improvements repair and deliver such budget to Tenant for Tenant’s written approval prior the start of construction (the “Budget”). Landlord and Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope of the Tenant Improvements to bring the same in line with a budget reasonably acceptable to Tenant. The Tenant Improvements shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans (as defined in the Work Letter)condition. Tenant shall pay all TI Costsmaintain the Premises and every part thereof in good repair and condition, except that Landlord damages by causes beyond the control of Tenant, reasonable use, ordinary wear and tear excepted. Tenant shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot make or suffer to be made any alterations, additions or improvements to or of the Premises (the “Initial TI Allowance”)or any part thereof without prior written consent of Landlord, together with (b) the Additional Allowancewhich consent Landlord covenants and agrees shall not be unreasonably withheld. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and If Landlord requires that any Project or construction management fees paid alteration made by Tenant is to an unaffiliated third party (such fees not to exceed three percent (3%) of be removed from the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of Premises at the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property Tenant's cost upon expiration or other non-building system equipment, (x) costs resulting from a Tenant Delay, (y) costs resulting from any default by Tenant termination of its obligations under this Lease, or (z) costs that are recoverable or reasonably recoverable by any renewal thereof, Landlord must notify Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, accordingly when it provides Tenant shall deposit with Landlord its consent to such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”)alteration. In the event Landlord determines consents to the estimate proposed alterations, additions, or improvements, any such alterations, additions or improvements shall be made at such times and in such manner as not to unreasonably interfere with the occupation, use and enjoyment of the TI Costs set forth in remainder of the Budget underestimates Building by the amount of TI Costs so that the TI Deposit will not be sufficient other tenants thereof. Landlord may require Tenant to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount use contractors reasonably acceptable to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord for all outside third party expenses (such as expenses of outside architects or engineers) incurred by Landlord in reviewing any request for alterations. All additions, fixtures, alterations or other improvements made by Tenant which Landlord has not required Tenant to remove upon the difference between (a) expiration or termination of this Lease shall be and remain a part of the TI Costs and Premises at the expiration or termination of this Lease. Notwithstanding the foregoing, Tenant shall be allowed to return the Premises to Landlord upon termination of this Lease, with all improvements made during Tenant's initial fit out of the Premises, except for any cafeteria proposed to be built on the fifth floor. (b) Notwithstanding the sum foregoing, Tenant shall be permitted to renovate the entire first, fifth, sixth and seventh floor spaces. Landlord shall provide Tenant with a Tenant improvement allowance equal to $15.00 per rentable square foot for the entire Premises (the "Tenant Improvement Allowance"). At Tenant's option, the Tenant Improvement Allowance may be used for the following purposes: (i) Payment of any leasing or brokerage commission payable by Tenant in connection with this Lease; (ii) Payment of the TI Allowance and amount of $37,015.54 owed by the TI Deposit. However, Landlord shall be solely responsible for any costs related Subtenant to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit ; (iii) For payment of any applicable research tenant improvements made to any portion of the Premises pursuant to plans and development tax credits with respect to the Tenant Improvements.specifications reviewed and approved by Landlord as set forth in this Lease;

Tenant Improvements. (a) Tenant accepts the Premises in its “as is” “where is” condition and Landlord shall cause the Core and Shell Contractor have no obligations whatsoever to improve or another Contractor designated by Landlord and approved by Tenant, such consent not pay for improvements to be unreasonably withheld or delayed (“TI Contractor”, and together with Core and Shell Contractor, “Contractor”) to commence and thereafter diligently prosecute the construction of the tenant improvements in the Premises pursuant to for Tenant’s use and occupancy thereof, except that Landlord on behalf of Tenant shall complete the Work Letter Premises in accordance with the plans prepared by d2 Solutions, last revised November 29, 2016 and titled “TF1,” a copy of which is attached hereto as Exhibit “F” (the “Tenant Improvements”); provided, howeverand in a good and workmanlike manner in compliance at the time of completion with all applicable laws and requirements of East Whiteland Township, that before performing Pennsylvania. As part of the Tenant Improvements, Landlord shall prepare in good faith provide an estimated budget for the construction allowance of the Tenant Improvements and deliver such budget to Tenant Five Thousand Five Hundred Dollars ($5,500) for Tenant’s written approval prior the start of construction (the “Budget”)built-in reception desk. Landlord and Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update the Budget for TenantLandlord’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope of the Tenant Improvements to bring the same in line with a budget reasonably acceptable to Tenant. The Tenant Improvements Work shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans Substantially Completed (as defined in hereunder) and ready for use and occupancy by Tenant on or prior to the Work Letter). Commencement Date, subject to extension for delays due to reasons other than those caused by Tenant shall pay all TI Costsand if so extended, except the Expiration Date will also be extended so that the length of the Term remains unaffected; Landlord shall pay not be liable for TI Costs any loss or damage to Tenant resulting from any delays nor shall any delays affect the continuation or validity of this Lease. Tenant’s occupancy of the Premises shall constitute Tenant’s acceptance of Landlord’s Work, subject to completion by Landlord of items set forth on a mutually agreed-upon punch-list of incomplete items prepared at the time of Substantial Completion of the Landlord’s Work. “Substantial Completion” or “Substantially Completed” means that the initial Tenant Improvements called for by this Lease have been completed to the extent that the Premises may be occupied by Tenant for its Use, subject only to completion of minor finishing, adjustment of equipment, and other minor construction aspects that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot materially interfere with Tenant’s intended use of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (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). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant ImprovementsPremises.

Tenant Improvements. 6.1 Except as expressly provided herein, any tenant improvements to the Premises shall be constructed by Sublessee in accordance with the terms of Exhibit B to the Lease (the "Tenant Improvement Agreement"). Sublessee shall submit to Landlord shall cause complete, finished drawings and specifications (the Core and Shell Contractor or another Contractor designated by Landlord and approved by Tenant, such consent not to be unreasonably withheld or delayed (“TI Contractor”, and together with Core and Shell Contractor, “Contractor”"Plans") to commence and thereafter diligently prosecute the construction of for the tenant improvements to be constructed by Sublessee (the "Tenant Improvements") together with a proposed schedule for completion. The Plans shall reflect and be in accordance with (i) a space plan approved by Landlord, and (ii) that certain list of Landlord's Required Specifications attached as Appendix 1 of the Tenant Improvement Agreement. Sublessee intends to submit a space plan depicting tenant improvements to the Premises pursuant substantially as shown and/or described on Exhibit B to this Sublease. Notwithstanding anything set forth herein, provided that Landlord approves the Work Letter (Plans, the “Final Plans, Sublessee's architect, engineers and contractors, Sublessee's insurance and payment and performance bonds, and Tenant's Work, Sublessee shall not be required to obtain Sublessor's approval of any such matters. Sublessee will indemnify Sublessor and hold Sublessor harmless from and against all liability, costs, damages, claims, demands and expenses, including reasonable attorney's fees and costs, arising out of or in any way connected with the immediately preceding Sublease provision and the Tenant Improvements”); providedImprovement Agreement. So long as Landlord approves any disbursements of the Tenant Improvement Allowance, howeverSublessor shall deem all conditions to such disbursements to have been satisfied. 6.2 No construction management fee shall be payable to Sublessor, that before performing nor shall any fees be payable to Sublessor's architects, engineers or consultants in connection with the Tenant Improvements, . 6.3 Landlord shall prepare provide Sublessee with an allowance of up to One Million Four Hundred Sixty Seven Thousand Dollars ($1,467,000.00) to be applied to the Tenant Improvement Costs (the "Tenant Improvement Allowance"). Sublessee shall NOT have the right to utilize the Additional Tenant Improvement Allowance as described in good faith an estimated budget for the construction paragraph 9 of the Tenant Improvements and deliver such budget Agreement. The Tenant Improvement Allowance shall be paid to Sublessee as provided in the Tenant for Tenant’s Improvements Agreement. Upon Sublessor receipt of written approval prior the start of construction (the “Budget”). Landlord and Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication notice from Sublessee that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify Improvements have been completed in accordance with the scope requirements of the Tenant Improvements Agreement, Sublessor shall submit to bring the same in line with Landlord a budget reasonably acceptable to Tenant. The Tenant Improvements shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans (as defined in the Work Letter). Tenant shall pay all TI Costs, except written request that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections reimbursement of the Tenant ImprovementsImprovement Costs, and (vi) up to an amount equal to the Warm Shell Costs. In no event shall Tenant Improvement Allowance, be paid directly to Sublessee upon Sublessee's satisfaction of the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (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). In the event the estimated total TI Costs (as requirements set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days paragraph 9 of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to Agreement (as modified, if applicable, by the extent the same result from terms of Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvements's consent).

Tenant Improvements. Landlord shall cause will deliver the Core Premises, and Shell Contractor or another Contractor designated will continue to deliver the Additional Premises as provided herein, to Tenant in sound structural condition with all Building systems which service the Premises in good order and repair, and with the improvements ("Tenant Improvements") shown and/or described in Exhibit L ("Landlord's Work") and Exhibit M ("Tenant's Work") in accordance with the drawings approved by Landlord and approved by Tenant, such consent not . Landlord shall complete Landlord's Work at Landlord's sole cost and expense. Landlord shall complete Tenant's Work at the sole cost and expense of Tenant. Tenant shall have the right to be unreasonably withheld or delayed (“TI Contractor”, and together with Core and Shell Contractor, “Contractor”) to commence and thereafter diligently prosecute the construction of the tenant improvements participate in the Premises pursuant bid process and to the Work Letter (the “Tenant Improvements”); provided, however, that before performing the Tenant Improvements, Landlord shall prepare in good faith an estimated budget for the review and approve all construction of the Tenant Improvements and deliver such budget to Tenant contracts for Tenant’s written approval prior the start of construction (the “Budget”)'s Work. Landlord and Tenant shall work together cooperatively and in good faith each appoint one (1) person to achieve review invoices for Tenant's Work. Those invoices, if approved by the fifth of a mutually acceptable Budgetmonth, shall be paid by Tenant by the twentieth of the month. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall will notify Tenant when in writing if the Budget is likely to be exceededLandlord's opinion Landlord's Work and Tenant's Work are substantially complete. If there is an indication that the Budget is likely to be exceededWithin three (3) business days after receiving such notice, Landlord and Tenant shall work together cooperativelyinspect the Premises for any deficiencies in Landlord's Work or Tenant's Work, if required by Tenant, to modify the scope of the and Tenant Improvements to bring the same in line will provide Landlord with a budget reasonably acceptable to "punchlist" describing any deficiencies in Landlord's Work or Tenant's Work. The Tenant Improvements shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans (as defined Landlord will correct defective items stated in the Work Letter). Tenant shall pay all TI Costspunchlist promptly, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined but in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: later than twenty (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (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). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (520) business days after receiving Tenant's punchlist. All of receiving Landlord's Work and Tenant's Work shall be completed in a workman-like manner in conformance with all applicable building codes, ▇▇▇▇, rules and regulations. Tenant shall, subject to the Budget (provisions of Section 11.b. below, also have the “TI Deposit”). In right to construct and install at its sole cost and expense such additional improvements in the event Landlord determines the estimate Premises as are in its judgment necessary or convenient for its use of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant ImprovementsPremises.

Tenant Improvements. Landlord shall cause In the Core event that the Cash Allowance (as defined ------------------- in Exhibit "E") exceeds Nineteen and Shell Contractor or another Contractor designated by Landlord and approved by TenantNo/100 dollars ($19.00) per square foot ----------- (the "Excess Cash Allowance"), such consent not to be unreasonably withheld or delayed (“TI Contractor”, and together with Core and Shell Contractor, “Contractor”) to commence and thereafter diligently prosecute as security for the construction repayment of the tenant improvements Excess Cash --------------------- Allowance, Tenant shall deliver to Landlord concurrently with the execution of this Lease, a clean, irrevocable letter of credit in favor of Landlord in the Premises pursuant to the Work Letter (the “Tenant Improvements”); provided, however, that before performing the Tenant Improvements, Landlord shall prepare in good faith an estimated budget for the construction principal amount of the Tenant Improvements and deliver such budget to Tenant for Tenant’s written approval prior the start of construction (the “Budget”). Landlord and Tenant shall work together cooperatively and in good faith to achieve Excess Cash Allowance from a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope of the Tenant Improvements to bring the same in line with a budget bank or other financial institution reasonably acceptable to TenantLandlord (the "Cash Allowance Letter of ------------------------ Credit"). The In the event that Tenant Improvements is in Monetary Default (as hereinafter ------ defined in Section 8.1), then Landlord shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and entitled to draw the Approved TI Plans (as defined in the Work Letter). Tenant shall pay all TI Costs, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot entire amount of the Premises (Cash Allowance Letter of Credit or a portion thereof, at Landlord's election, for the “Initial TI Allowance”)payment of any such Rent in default or for any other sum which Landlord may expend or be required to expend by reason of Tenant's Monetary Default, together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any damages or deficiency in the reletting of the Attached Property (as defined Premises, whether such damages or deficiency may accrue before or after reentry by Landlord. It is expressly understood and agreed that the Cash Allowance Letter of Credit is not an advance rental deposit or a measure of Landlord's damages in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits case of Tenant's default. Upon Landlord's draw of all or for inspections any part of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Cash Allowance be used for: (w) the purchase Letter of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (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). In the event the estimated total TI Costs (Credit deposited as set forth in the Budget) exceed the TI Allowancesecurity hereunder, Tenant shall deposit take such action with the issuing bank for the Cash Allowance Letter of Credit as necessary to restore the Cash Allowance Letter of Credit to its current amount. Any draw by Landlord under the Cash Allowance Letter of Credit shall not be deemed to have cured Tenant's default by reason of which the application is made, until such overage (time as the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate current amount of the TI Costs set forth Cash Allowance Letter of Credit is fully restored. Actions by Landlord against Tenant for breach of this Lease shall in the Budget underestimates no way be limited to or restricted by the amount of TI Costs so that the TI Deposit will Cash Allowance Letter of Credit and any draw under the Cash Allowance Letter of Credit shall not waive any other rights or constitute an election of remedies which Landlord may have. Provided Tenant is not in Monetary Default hereunder, this Cash Allowance Letter of Credit shall be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within a certain percentage of its initial amount as follows: at the Budget end of the first Lease Year to eighty percent (80%) of its initial value; at the end of the second Lease Year to sixty percent (60%) of its initial value; at the end of the third Lease Year to twenty-five percent (25%) of its initial value; at the end of the fourth Lease Year to twelve and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, one-half percent (12.5%) of its initial value; and such additional amount shall be added to terminated at the TI Deposit. If the sum end of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvementsfifth Lease Year.

Tenant Improvements. Landlord All Tenant Improvements shall cause the Core and Shell Contractor or another Contractor designated by Landlord and approved be performed by Tenant’s contractor, such consent not at Tenant’s sole cost and expense (subject to be unreasonably withheld or delayed (“TI Contractor”, and together Landlord’s obligations with Core and Shell Contractor, “Contractor”) respect to commence and thereafter diligently prosecute the construction payment of the tenant improvements in the Premises Base TI Allowance and, if properly requested by Tenant pursuant to the terms of the Lease, the Additional TI Allowance) and in accordance with the Approved Plans (as defined below), the Lease and this Work Letter (Letter. To the “Tenant Improvements”); provided, however, extent that before performing the Tenant Improvements, Landlord shall prepare in good faith an estimated budget for the construction total projected cost of the Tenant Improvements and deliver (as projected by Landlord) exceeds the TI Allowance (such budget to Tenant for Tenant’s written approval prior the start of construction (excess, the “BudgetExcess TI Costs”). Landlord and , Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update pay the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope costs of the Tenant Improvements on a pari passu basis with Landlord as such costs become due, in the proportion of Excess TI Costs payable by Tenant to bring the Base TI Allowance (and, if properly requested by Tenant pursuant to the Lease, the Additional TI Allowance). If the cost of the Tenant Improvements (as projected by Landlord) increases over Landlord’s initial projection, then Landlord may notify Tenant and Tenant shall pay any additional Excess TI Costs in the same way that Tenant paid the initial Excess TI Costs. If Tenant fails to pay, or is late in line paying, any sum due to Landlord under this Work Letter, then after notice and the expiration of a ten (10) business day cure period, Landlord shall have all of the rights and remedies set forth in the Lease for nonpayment of Rent (including the right to interest and the right to assess a late charge), and for purposes of any litigation instituted with a budget reasonably acceptable regard to Tenantsuch amounts the same shall be considered Rent. The All material and equipment furnished by Tenant or its contractors as the Tenant Improvements shall be new or “like new;” the Tenant Improvements shall be performed in a first-class, workmanlike manner and shall substantially conform with Applicable Laws manner; and the Approved TI Plans (as defined in quality of the Work Letter)Tenant Improvements shall be of a nature and character not less than the Building Standard. Tenant shall pay all TI Coststake, except that Landlord and shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of require its contractors to take, commercially reasonable steps to protect the Premises (during the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses performance of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, including covering or temporarily removing any window coverings so as to guard against dust, debris or damage. All Tenant Improvements shall be performed in accordance with Article 17 of the Lease; provided that, notwithstanding anything in the Lease or this Work Letter to the contrary, in the event of a conflict between this Work Letter and (vi) Article 17 of the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (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). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant terms of this Work Letter shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvementsgovern.

Tenant Improvements. Landlord Tenant shall cause the Core Tenant Parties to construct, furnish or install all improvements, equipment or fixtures, that Tenant deems reasonably necessary for Tenant’s intended use of the Leased Premises, including laboratory, research and Shell Contractor or another Contractor designated by Landlord and approved by Tenant, such consent not to be unreasonably withheld or delayed (“TI Contractor”development, and together with Core and Shell Contractormanufacturing facilities, “Contractor”) to commence and thereafter diligently prosecute the construction of the tenant improvements in the Premises pursuant to the Work Letter which shall include, without limitation, a new freight elevator (collectively, the “Tenant Improvements”); provided, however, that before performing . Tenant shall cause the Tenant Improvements, Landlord shall prepare in good faith an estimated budget for the Parties to complete construction of the Tenant Improvements and deliver such budget to Tenant for Tenant’s written approval prior the start entirety of construction (the “Budget”)Leased Premises. Landlord and Tenant shall work together cooperatively and in good faith also be responsible for the cost of any alterations to achieve the Building to comply with applicable Laws to the extent solely required as a mutually acceptable Budget. Landlord shall update result of the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication Improvements; provided that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if not be responsible for any alterations required by Tenant, of Landlord under the Lease or this Work Letter. Tenant has engaged and Landlord has approved (i) Crew Universal as its consultant to modify manage the scope design and construction of the Tenant Improvements (“Tenant Improvement Project Manager”), and (ii) DES Architects + Engineers as its architect for the Tenant Improvements (“Tenant Improvement Architect”). Tenant shall cause all drawings and specifications for the Tenant Improvements to bring be prepared by the same Tenant Improvement Architect and to be constructed by GCI, Inc. or another general contractor licensed in line with California, selected by Tenant, and reasonably approved by Landlord (“Tenant Improvement Contractor”). Landlord’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed, shall be required if Tenant desires to change its Tenant Improvement Architect, Tenant Improvement Contractor or Tenant Improvement Project Manager. Tenant shall furnish to Landlord a budget reasonably acceptable to copy of the executed contracts between Tenant and Tenant Improvement Architect, and Tenant and Tenant Improvement Contractor, covering all of Tenant’s obligations under this Work Letter. Exhibit C 110015197v.8 The Tenant Improvements shall be in conformity with drawings and specifications submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed, and shall be performed in a workmanlike manner and shall substantially conform accordance with Applicable Laws and the Approved TI Plans (as defined in the Work Letter). Tenant shall pay all TI Costs, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (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). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvements.following provisions:

Tenant Improvements. Landlord As Is. A. TENANT AGREES TO ACCEPT THE 18TH FLOOR AND THE 4TH FLOOR EXPANSION PREMISES IN THEIR "AS IS" CONDITION AS OF THE DATE OF THIS FIFTH AMENDMENT WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND BY LANDLORD, INCLUDING ANY WARRANTY OF HABITABILITY OR FITNESS FOR ANY PARTICULAR USE. Tenant shall cause construct all tenant improvements to the Core 18th floor and Shell Contractor or another Contractor designated the 4th Floor Expansion Premises (collectively, the "Work") pursuant to plans and specifications to be prepared and agreed upon by Landlord and Tenant (the "Plans"). The Work includes, among other things, the demolition of existing leasehold improvements and the construction of new leasehold improvements, the refurbishment of existing leasehold improvements, making alterations to the Premises to comply with the American with Disabilities Act of 1990 ("ADA"), including, without limitation, bringing the restrooms located on the 18th floor of the North Tower in compliance with the requirements of the ADA, and performing certain improvements within the multi-tenant corridor on the 18th floor of the North Tower. Approval by Landlord of the Plans is not a representation or warranty of Landlord that such drawings are adequate for any use, purpose, or condition, or that such drawings comply with any applicable law or code, but is merely the consent of Landlord to the performance of the Work. All changes in the Work must receive the prior written approval of Landlord, and in the event of any such approved change Tenant shall, upon completion of the Work, furnish Landlord with an accurate, reproducible "as-built" plan (e.g., sepia) of the improvements as constructed, which plan shall be incorporated into this Lease by this reference for all purposes. B. Tenant shall perform all Work using contractors approved by TenantLandlord in writing prior to the commencement of the Work, such consent which approval must not to be unreasonably withheld or delayed (“TI Contractor”delayed. Additionally, Landlord must approve in writing all major subcontractors performing any portion of the Work involving the structural, mechanical, electrical, and together with Core and Shell Contractorplumbing components of the Work, “Contractor”) to commence and thereafter diligently prosecute which approval may be granted or withheld in Landlord's sole discretion. Landlord must approve the construction contract entered into by Tenant and its general contractor, which approval shall not be unreasonably withheld, conditioned or delayed, and such contract must provide for a 10% retainage to be withheld by Tenant throughout the progress of the tenant improvements in the Premises pursuant to the Work Letter (the “Tenant Improvements”); provided, however, that before performing the Tenant Improvements, Landlord shall prepare in good faith an estimated budget and for the construction final payment to such contractor of such retainage to be made no earlier than 30 days following the completion of the Tenant Improvements and deliver such budget to Tenant for Tenant’s written approval prior the start of construction (the “Budget”)Work. Landlord and Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope of the Tenant Improvements to bring the same in line with a budget reasonably acceptable to Tenant. The Tenant Improvements shall All Work must be performed in a good and workmanlike manner that is free of defects and shall substantially conform is in strict conformance with Applicable Laws the Plans and all applicable laws, ordinances, regulations, and codes. The Work must be performed in such a manner and at such times as to maintain harmonious labor relations and not to interfere with or delay Landlord's other contractors, the operation of the Buildings, and the Approved TI Plans (as defined occupancy thereof by other tenants. All contractors and subcontractors shall contact Landlord and schedule time periods during which they may use Buildings' facilities in connection with the Work Letter(e.g., elevators, excess electricity, etc.). C. Tenant shall pay all TI Costs, except that Landlord shall pay for TI Costs that do not exceed bear the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses entire cost of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any design of the Attached Property Work, preparation of the Plans, and the payment of demolition costs, applicable taxes, and insurance costs) - all of which costs are herein collectively called the "Total Construction Costs"; provided, however, Tenant will receive a construction allowance from Landlord equal to sum of: (i) $17.00 multiplied by the 11,393 rentable square feet of area within the 18th Floor Expansion Premises (i.e., $193,681.00) - which amount may be used solely for the portion of the Work relating to the 18th Floor Expansion Premises and (ii) $16.00 multiplied by the 23,463 rentable square foot of area within 4th Floor Expansion Premises (i.e., $375,408.00) - which amount may be used solely for the portion of the Work relating to the 4th Floor Expansion Premises (such sum being the "Construction Allowance"). Tenant must use the Construction Allowance solely for paying the applicable portion of the Total Construction Costs relating to the 18th Floor or the 4th Floor Expansion Premises, as defined in Section 18.5)the case may be; provided, however, Tenant may use, out of the total Construction Allowance, an amount up to but not exceeding $3.00 multiplied by the number of rentable square foot of area within the 4th Floor and the 18th Floor Expansion Premises (i.e., $104,568.00) for paying for costs associated with the preparation of the Plans; Tenant's actual, documented out-of-pocket relocation expenses; and Tenant's actual, documented out-of-pocket costs for telecommunication cabling within the 18th Floor and the 4th Floor Expansion Premises. Landlord shall pay the Construction Allowance to Tenant no more frequently than once per month on or before 30 days following Landlord's receipt of the following items from Tenant: (i) an Application and Certificate for Payment (AIA Document G702) fully executed by Tenant's architect, (vii) building permits paid invoices from architects, subcontractors, and other taxessuppliers evidencing the cost of performing the Work, fees, charges (iii) lien waivers from Tenant's general contractor and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvementsall parties referenced in item (ii) above, and (viiv) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (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). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the final payment of the Construction Allowance, a certificate of occupancy from the appropriate governmental authority, if applicable to the Work, or evidence of governmental inspection and approval of the Work. D. Tenant, its contractors, and their subcontractors shall, at their sole expense, maintain in effect at all times during the full term of the Work, insurance coverages with limits not less than those set forth below with insurers licensed to do business in Texas and acceptable to Landlord and under forms of policies satisfactory to Landlord. None of the requirements contained herein as to types, limits, and Landlord's approval of insurance coverage to be maintained by the above-mentioned parties are intended to and shall not in any manner limit or qualify the liabilities and obligations assumed by Tenant Improvementsunder the Lease. Minimum Amounts Coverage And Limits 1. Worker's Compensation a) Workers' Compensation Statutory Limits Employer's Liability $100,000 This policy shall contain a Subrogation in favor of Waiver of Landlord.

Tenant Improvements. Landlord The tenant improvement work (“Tenant Improvements”) shall cause consist of any work required to complete the Core Premises pursuant to approved plans and Shell Contractor or another Contractor specifications as set forth herein. Tenant shall employ its own architect and general contractor in constructing the Tenant Improvements. The general contractor shall be selected and engaged by Tenant on the basis of a competitive bid involving one general contractor designated by Landlord and up to 2 other general contractors approved in writing by TenantLandlord, such consent which approval shall not to be unreasonably withheld or delayed conditioned and Landlord’s approval shall be granted or denied (with detailed reasons given for any denial) within five (5) business days following Tenant’s written request. Tenant shall have the right to select the contractor to perform the Tenant Improvements following receipt of the bids. Landlord, at Landlord’s sole cost and expense shall deliver the Premises to Tenant clean and free and clear of all phone and data cabling, debris and personal property with the Building and Common Areas (which shall include the existing restrooms on the floors where the Premises is located) and all Building systems and equipment serving the Premises (including without limitation, HVAC, lighting, electrical, elevator and plumbing) in good working order and compliance with applicable laws. The Tenant Improvements shall be undertaken and prosecuted in accordance with the following requirements: A. Concurrently with sign-off by Tenant, the space plans, construction drawings and specifications for all improvements and finishes, together with any changes thereto, shall be submitted to Landlord (with samples as reasonably required) for review and reasonable approval by Landlord and its architect for the Project within five (5) business days of written request. Should Landlord approve work that would necessitate any ancillary Building modification or other expenditure by Landlord which is not Landlord’s obligation under the Lease or this Work Letter, then except to the extent of any remaining balance of the “Landlord Contribution” as described below, Tenant shall, in addition to its other obligations herein, promptly fund the cost thereof. B. All construction drawings prepared by Tenant’s architect shall follow Landlord’s commercially reasonable CAD standards, which standards shall be provided to Tenant or its architect on or before the mutual execution of this Lease. C. Landlord shall, subject to the foregoing, reasonably approve or disapprove any submittal of detailed plans (i.e., a detailed pricing plan) or specifications by Tenant (“TI ContractorPlans”) within five (5) business days following receipt thereof by Landlord. Landlord shall, within five (5) business days after Landlord’s receipt of the Plans, either (i) approve the Plans, (ii) approve the Plans subject to specified conditions which must be stated in a reasonably clear and complete manner to be satisfied by Tenant prior to obtaining permits to the extent the Plans contain a Design Problem, or (iii) disapprove and return the Plans to Tenant with requested revisions to the extent the Plans contain a Design Problem. If Landlord disapproves the Plans, Tenant may resubmit the Plans to Landlord at any time, and Landlord shall approve or disapprove the resubmitted Plans, based upon the criteria set forth in this Section, within three (3) business days after Landlord receives such resubmitted Plans. Such procedure shall be repeated until the Plans are approved. If Landlord fails to respond to such request for approval within such period, Tenant may deliver a written “reminder notice”, informing Landlord that it has failed to respond, and together warning that a continued failure may result in a “deemed approval”. If Landlord fails to respond to such “reminder notice” within three (3) business days, then Landlord shall be deemed to have approved the submitted Plans. A “Design Problem” is defined as, and will be deemed to exist if it will (i) adversely affect the exterior appearance of the Building; (ii) adversely affect the Building structure; (iii) adversely affect the Building systems in a non-de minimus manner; (iv) unreasonably interfere with Core any other occupant’s normal and Shell Contractorcustomary office operation; or (v) fail to comply with applicable laws; provided, however, notwithstanding that the following improvements might otherwise constitute a Design Problem (file rooms, server room and UPS unit(s)), Landlord shall not unreasonably withhold its consent to such improvements. In the event Tenant desires to change the Plans, Tenant shall deliver notice (the “ContractorDrawing Change Notice”) to commence and thereafter diligently prosecute the construction of the tenant improvements same to Landlord, setting forth in detail the Premises pursuant to the Work Letter changes (the “Tenant ImprovementsChange”)) Tenant desires to make to the Plans. Landlord shall, within five (5) business days of receipt of a Drawing Change Notice related to a Tenant Change affecting the base building or base systems, and within three (3) business days of receipt of the Drawing Change Notice related to a Tenant Change which does not affect the base building or base systems, either (i) approve the Tenant Change, or (ii) disapprove the Tenant Change and deliver a notice to Tenant specifying in reasonably sufficient detail the reasons for Landlord’s reasonable disapproval provided Landlord shall not disapprove of any Tenant Change which is reasonably consistent with the Plans. Any additional costs which arise in connection with such Tenant Change shall be paid by Tenant pursuant to this Work Letter; provided, however, that before to the extent the Landlord Contribution has not been fully disbursed, such payment shall be made out of the Landlord Contribution subject to the terms of this Work Letter. D. Subject to the terms herein, Tenant may use the electrical, mechanical, and plumbing engineers and subcontractors designated by Landlord. Should Tenant elect not to utilize such electrical, mechanical, plumbing engineers and subcontractors designated by Landlord, then Tenant’s preliminary and final drawings shall be subject to a reasonable peer-review by Landlord’s architect. Such costs, including the peer review fee (which such fee in the aggregate shall not exceed Three Thousand Dollars ($3,000.00)), shall be deducted from the Landlord Contribution (defined below). Tenant shall use the fire/life safety engineers and subcontractors designated by Landlord so long as such engineers and contractors are reasonably available and competitively priced. All other subcontractors shall be subject to Landlord’s reasonable approval, and Landlord may require that one or more designated subtrades be union contractors which shall be granted or denied within five (5) business days and Landlord requires that the drywall and acoustical subtrades be union contractors but no other trades shall be required to be union. In addition, Tenant may engage its own project manager to oversee the Tenant Improvements and such costs may be deducted from the Landlord Contribution, as evidenced by invoices submitted to Landlord. E. Tenant shall deliver to Landlord a copy of the final application for permit and issued permit for the Tenant Improvements; provided, however, that Landlord shall cooperate with Tenant in executing permit applications and performing other ministerial acts reasonably necessary to enable Tenant to obtain any such permit or certificate of occupancy. F. Tenant’s general contractor and each of its subcontractors shall comply with Landlord’s commercially reasonable requirements as generally imposed on third party contractors, including without limitation all insurance coverage requirements and the obligation to furnish appropriate certificates of insurance to Landlord prior to commencement of construction. G. A construction schedule shall be provided to Landlord prior to commencement of the construction work, and weekly updates, if required by Landlord, shall be supplied during the progress of the work. H. Tenant shall give Landlord ten (10) days prior written notice of the commencement of construction so that Landlord may cause an appropriate notice of non-responsibility to be posted. I. Tenant’s general contractor shall attend job meetings as requested with Landlord’s construction manager for the Project but no more than one time per week (and Tenant shall be available by phone). J. Upon completion of the Tenant Improvements, Landlord shall prepare in good faith an estimated budget for the construction of the Tenant Improvements and deliver such budget to Tenant for Tenant’s written approval prior the start of construction (the “Budget”). Landlord and Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely cause to be exceeded. If there is an indication that the Budget is likely provided to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope of the Tenant Improvements to bring the same in line with a budget reasonably acceptable to Tenant. The Tenant Improvements shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans (as defined in the Work Letter). Tenant shall pay all TI Costs, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (ai) One Hundred Twenty Five Dollars ($125.00) per rentable square foot as-built drawings of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) constructionsigned by Tenant’s architect, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) CAD files of the TI Allowance)improved space compatible with Landlord’s CAD commercially reasonably standards, (iii) space planning, design, architect, engineering, data and phone cabling and other related servicesa final punchlist signed by Tenant, (iv) costs final and expenses for labor, material, equipment, data unconditional lien waivers from all contractors and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5)subcontractors, (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections a duly recorded Notice of Completion of the Tenant Improvements, and (vi) a certificate of occupancy for the Warm Shell CostsPremises or its legal equivalent (collectively, the “Close-out Package”). Should Tenant fail to provide complete CAD files compatible with Landlord’s reasonable standards as required herein within thirty (30) days of completion of the Tenant Improvements, Landlord may cause its architect to prepare same and the cost thereof shall be reimbursed to Landlord by Tenant within thirty (30) days of invoice therefor. K. The Tenant Improvements shall be prosecuted at all times in accordance with all state, federal and local laws, regulations and ordinances, including without limitation all OSHA and other safety laws. L. All of the provisions of this Lease shall apply to any activity of Landlord and Tenant and their agents and contractors, in the Premises prior to the Commencement Date, except for the obligation of Tenant to pay rent. Landlord shall not be liable in any way for any injury, loss or damage which may occur to any work performed by Tenant, nor shall Landlord be responsible for repairing any defective condition therein. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (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). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient Tenant’s failure to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to complete the Tenant Improvements to extend the extent Commencement Date of the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvements.

Tenant Improvements. 4.1. Subject to Section 4.8 below, Landlord shall cause the Core and Shell Contractor or another Contractor designated by Landlord and approved by Tenant, such consent not use commercially reasonable efforts to be unreasonably withheld or delayed (“TI Contractor”, and together with Core and Shell Contractor, “Contractor”) to commence and thereafter diligently prosecute the construction tender possession of the tenant improvements in Phase II Premises to Tenant on or before the date that is the later of (a) the date that is six (6) months after the Execution Date, or (b) the date that is four (4) months after the satisfaction of the Series B Financing Condition (such date, the “Estimated Phase II Premises pursuant to Term Commencement Date”), with the Work Letter work (the “Tenant Improvements”) required of Landlord described in the plans attached hereto as Exhibit B (the “Tenant Improvement Plans”) Substantially Complete (as defined below); . Tenant agrees that in the event such work is not Substantially Complete on or before the Estimated Phase II Premises Term Commencement Date for any reason, then (a) this Lease shall not be void or voidable, (b) Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, (c) the Term Expiration Date shall be extended accordingly and (d) Tenant shall not, with respect to the Phase II Premises, be responsible for the payment of Base Rent or Tenant’s Adjusted Share of Operating Expenses (as defined below) until the actual Phase II Premises Term Commencement Date as described in Section 2.4.2 occurs. The term “Substantially Complete” or “Substantial Completion” means that the Tenant Improvements are substantially complete in accordance with the Tenant Improvement Plans, except for minor punch list items, and a temporary certificate of occupancy (or its equivalent) has been issued for the Phase II Premises. Notwithstanding anything in this Lease to the contrary, Landlord’s obligation to timely achieve Substantial Completion shall be subject to extension on a day-for-day basis as a result of Force Majeure (as defined below) and Tenant Delays. In the event that Tenant fails to satisfy the Series B Financing Condition on or before July 1, 2016, the Term Expiration Date shall be automatically extended on a day-for-day basis for each day thereafter until the Series B Financing Condition is satisfied (provided, however, that before performing the Tenant Improvements, Landlord shall prepare in good faith an estimated budget for the construction of the Tenant Improvements and deliver such budget to Tenant for Tenant’s written approval prior the start of construction (the “Budget”). Landlord and Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope of the Tenant Improvements to bring the same in line with a budget reasonably acceptable to Tenant. The Tenant Improvements shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans (as defined in the Work Letter). Tenant shall pay all TI Costs, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance Term Expiration Date be used for: so extended by more than six (w6) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (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 tortfeasorsmonths). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvements.

Tenant Improvements. Landlord All Tenant Improvements shall cause the Core and Shell Contractor or another Contractor designated by Landlord and approved be performed by Tenant’s contractor, such consent not at Tenant’s sole cost and expense (subject to be unreasonably withheld or delayed (“TI Contractor”, and together Landlord’s obligations with Core and Shell Contractor, “Contractor”) respect to commence and thereafter diligently prosecute the construction any portion of the tenant improvements TI Allowance) and in accordance with the Premises pursuant to Approved Plans (as defined below), the Lease and this Work Letter (Letter. To the “Tenant Improvements”); provided, however, extent that before performing the Tenant Improvements, Landlord shall prepare in good faith an estimated budget for the construction total projected cost of the Tenant Improvements and deliver (as projected by Landlord) exceeds the T1 Allowance (such budget excess, the “Excess TI Costs”), Tenant shall advance to Landlord any Excess TI Costs within ten (10) days after receipt of an invoice therefor, but in any case before Tenant for commences the Tenant Improvements. If the actual Excess TI Costs are less than the Excess TI Costs paid by Tenant to Landlord, Landlord shall credit Tenant with the overage paid by Tenant against Tenant’s written approval prior Rent obligations, beginning after Landlord has completed the start of construction (final accounting for the “Budget”). Landlord and Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceededImprovements. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope cost of the Tenant Improvements to bring (as projected by Landlord) increases over Landlord’s initial projection, then Landlord may notify Tenant and Tenant shall deposit any additional Excess TI Costs with Landlord in the same way that Tenant deposited the initial Excess TI Costs. If Tenant fails to pay, or is late in line paying, any sum due to Landlord under this Work Letter, then Landlord shall have all of the rights and remedies set forth in the Lease for nonpayment of Rent (including the right to interest and the right to assess a late charge), and for purposes of any litigation instituted with a budget reasonably acceptable regard to Tenantsuch amounts the same shall be considered Rent. The All material and equipment furnished by Tenant or its contractors as the Tenant Improvements shall be new or “like new;” the Tenant Improvements shall be performed in a first-class, workmanlike manner and shall substantially conform with Applicable Laws manner; and the Approved TI Plans (as defined in quality of the Work Letter)Tenant Improvements shall be of a nature and character not less than the Building Standard. Tenant shall pay all TI Coststake, except that Landlord and shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of require its contractors to take, commercially reasonable steps to protect the Premises (during the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses performance of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, including covering or temporarily removing any window coverings so as to guard against dust, debris or damage. All Tenant Improvements shall be performed in accordance with Article 17 of the Lease; provided that, notwithstanding anything in the Lease or this Work Letter to the contrary, in the event of a conflict between this Work Letter and (vi) Article 17 of the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (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). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant terms of this Work Letter shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvementsgovern.

Tenant Improvements. a. Landlord shall cause the Core and Shell Contractor or another Contractor designated by Landlord and approved by Tenant, such consent provide Tenant a "turn-key" build-out package for improvements to Suite 210 in an amount not to be unreasonably withheld or delayed exceed $70,986.70 (“TI Contractor”, and together with Core and Shell Contractor, “Contractor”"Construction Budget") to commence and thereafter diligently prosecute the construction of the tenant improvements as specified in the Premises pursuant to "Construction Budget" attached hereto as Exhibit B. ---------- b. Tenant and Landlord have approved the Work Letter space plan for Suite 210 (the “Tenant Improvements”"Space Plan"); provided, however, that before performing attached hereto as Exhibit C. Within fourteen (14) days ---------- after the Tenant Improvementsdate of this Amendment, Landlord shall prepare in good faith an estimated budget for the construction of the Tenant Improvements and deliver such budget to Tenant for Tenant’s written 's approval prior the start working drawings consisting of construction a floor plan, reflected ceiling plan, interior elevations, electrical plan, door schedule and finish schedule for Suite 210 (the “Budget”"Working Drawings"), which Working Drawings shall be consistent with the Space Plan. Tenant shall approve or disapprove the Working Drawings in writing within three (3) business days after receipt thereof. Tenant shall have the right to disapprove the Working Drawings only if and to the extent the Working Drawings are inconsistent with the Space Plan. If Tenant disapproves the Working Drawings, Tenant shall return the Working Drawings to Landlord with Tenant's specific requested changes noted thereon. Landlord shall promptly revise and resubmit the Working Drawings to Tenant for approval (on the same terms set forth above). Landlord and Tenant shall work together cooperatively and in good faith be obligated to achieve a mutually acceptable Budgetrevise the Working Drawings only to the extent the Working Drawings are inconsistent with the Space Plan. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify The Working Drawings as finally approved by Tenant in writing if are referred to as the Budget is likely to be exceeded"Final Plans." c. The term "Landlord's Work", as used in this Amendment, means the improvement work described in the Final Plans. If there is an indication that Landlord may, in its sole discretion, refuse any change in the Budget is likely to be exceeded, Landlord and Final Plans requested by Tenant. Tenant shall work together cooperatively, if required pay any increased costs incurred by Tenant, Landlord as a result of any changes to modify the scope of the Final Plans requested by Tenant Improvements to bring the same in line with a budget reasonably acceptable to Tenant. The Tenant Improvements shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans (as defined in the Work Letter"Increased Costs"). Tenant shall pay all TI Costs, except that or reimburse Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (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). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving after Landlord's request for any Increased Costs. Notwithstanding anything to the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs contrary set forth in this Amendment, Landlord will, at Landlord's expense, finish and fill in any holes in the Budget underestimates the amount floor of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum Suite 210 existing as of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum date of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvementsthis Amendment.

Tenant Improvements. Landlord shall cause deliver the Core Expansion Space to Tenant in its as-is condition and Shell Contractor or another Contractor designated by Landlord shall have no obligation to make any improvements thereto. Tenant shall, at its sole cost and approved by Tenantexpense (but subject to the following terms of this Section 7), such consent not construct improvements to be unreasonably withheld or delayed (“TI Contractor”, and together with Core and Shell Contractor, “Contractor”) to commence and thereafter diligently prosecute the construction of the tenant improvements in the Premises Expansion Space pursuant to the Work Letter plans and specifications reasonably acceptable to Landlord (the “Tenant Expansion Space Improvements”); provided, however, that before performing the Tenant Improvements, Landlord shall prepare in good faith an estimated budget for the construction of the Tenant Improvements and deliver such budget to Tenant for Tenant’s written approval prior the start of construction (the “Budget”). Landlord hereby acknowledges that (i) the general plans and specifications attached hereto as Exhibit A depict Tenant’s tentative plans for the Expansion Space Improvements (along with additional construction items with respect to portions of the Building outside the Expansion Space) (collectively, the “Tentative Plans”), and (ii) such Tentative Plans remain subject to change by Tenant. Landlord agrees that it has no objection to the Tentative Plans in concept provided that Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenantobtain Landlord’s review and written approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope of the Tenant more detailed plans and specifications for the Expansion Space Improvements prior to bring the same in line with a budget reasonably acceptable to Tenantcommencement of construction thereof. The Tenant Expansion Space Improvements shall be performed constructed as Alterations in a workmanlike manner accordance with the terms and shall substantially conform with Applicable Laws and conditions of Article 8 of the Approved TI Plans (as defined in the Work Letter)Original Lease. Tenant shall pay all TI Costs, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of the Premises be entitled to a one-time allowance (the “Initial TI Allowance”), together with (b) equal to $180,000.00 for the Additional Allowance. The “TI Costs” shall mean all Tenant Core payment of costs relating to the design and Shell Costs (as defined in the Work Letter) and all costs and expenses construction of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) those portions of the TI Allowance), (iii) space planning, design, architect, engineering, data Expansion Space Improvements constituting permanently affixed alterations and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of improvements to the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and (vi) the Warm Shell CostsExpansion Space. In no event shall any of the TI Allowance be used for: for (wi) the purchase of any Tenant’s furniture, fixtures, equipment or other items of personal property or (ii) improvements outside of the Expansion Space, notwithstanding that the Tentative Plans include improvements outside of the Expansion Space. The Allowance will be disbursed to Tenant following Landlord’s receipt of (i) evidence (i.e., invoices or other non-building system equipmentdocumentation reasonably satisfactory to Landlord) of payment for the Expansion Space Improvements, (xii) costs resulting fully executed, unconditional lien releases from a all contractors, subcontractors, laborers, materialmen, and suppliers used by Tenant Delayin connection with the Expansion Space Improvements, (yiii) costs resulting a certification from Tenant and its architect and contractor that the Expansion Space Improvements have been completed in a good and workmanlike manner in accordance with the approved plans and specifications and in accordance with applicable laws, codes and ordinances and (iv) such other items as Landlord may reasonably request. In no event shall Landlord be obligated to disburse any portion of the Allowance subsequent to December 31, 2011, or during any time that Tenant is in default by Tenant under the Lease or a circumstance exists that, with the giving of its obligations notice, the passage of time, or both, would constitute a default under this the Lease, or (z) costs that are recoverable or reasonably recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). In the event Tenant does not utilize the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowanceentire Allowance by December 31, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess2011, then Landlord the unutilized amount shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions accrue to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to sole benefit of Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall not be solely responsible for entitled to any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct credit or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvementsabatement in connection therewith.

Tenant Improvements. Landlord All Tenant Improvements shall cause the Core and Shell Contractor or another Contractor designated by Landlord and approved be performed by Tenant’s contractor, such consent not at Tenant’s sole cost and expense (subject to be unreasonably withheld or delayed (“TI Contractor”, and together Landlord’s obligations with Core and Shell Contractor, “Contractor”) respect to commence and thereafter diligently prosecute the construction any portion of the tenant improvements TI Allowance and to Section 3.6 below) and in accordance with the Premises pursuant to Approved Plans (as defined below), the Lease and this Work Letter (Letter. To the “Tenant Improvements”); provided, however, extent that before performing the Tenant Improvements, Landlord shall prepare in good faith an estimated budget for the construction total projected cost of the Tenant Improvements and deliver (as projected by Landlord) exceeds the TI Allowance (such budget to Tenant for Tenant’s written approval prior the start of construction (excess, the “BudgetExcess TI Costs”). Landlord and , Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update pay the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope costs of the Tenant Improvements to bring Tenant’s contractors on a pari passu basis with Landlord as such costs become due, in the proportion of Excess TI Costs payable by Tenant to the Base TI Allowance. If Tenant fails to pay, or is late in paying, any sum due to Landlord under this Work Letter within applicable notice and cure periods, then Landlord shall have all of the rights and remedies set forth in the Lease for nonpayment of Rent (including the right to interest and the right to assess a late charge), and for purposes of any litigation instituted with regard to such amounts the same in line with a budget reasonably acceptable to Tenantshall be considered Rent. The All material and equipment furnished by Tenant or its contractors as the Tenant Improvements shall be new or “like new;” the Tenant Improvements shall be performed in a first-class, workmanlike manner and shall substantially conform with Applicable Laws manner; and the Approved TI Plans (as defined in quality of the Work Letter)Tenant Improvements shall be of a nature and character not less than the Building Standard. The Tenant Improvements shall be compatible with Building systems and services, and Tenant Improvements shall include the commissioning and re-balancing of any Building systems affected by the same. Tenant shall pay all TI Coststake, except that Landlord and shall pay for TI Costs that do not exceed cause its contractors to take, commercially reasonable steps to protect the TI AllowancePremises during the performance of any Tenant Improvements, including covering or temporarily removing any window coverings so as to guard against dust, debris or damage. The “TI Allowance” All Tenant Improvements shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot be performed in accordance with Article 17 of the Premises Lease (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined provided that in the Work Letter) and all costs and expenses event of performing any conflict with the TI Workterms of this Exhibit B, including without limitation the hard and soft costs terms of (i) construction, (ii) the Construction Management Fee (as such term is defined this Exhibit B shall govern). Notwithstanding anything in the Work Letter) and Lease to the contrary, Tenant shall have no obligation to pay any Project supervisory or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (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). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk fee to Landlord to maximize Tenant’s ability, to or any third-party costs incurred by Landlord in connection with the extent reasonably possible, to obtain the benefit review and approval of any applicable research and development tax credits with respect to plans for the Tenant Improvements.

Tenant Improvements. Landlord All Tenant Improvements shall cause the Core and Shell Contractor or another Contractor designated by Landlord and approved be performed by Tenant's contractor, such consent not at Tenant's sole cost and expense (subject to be unreasonably withheld or delayed (“Landlord's obligations with respect to disbursing the Base TI Contractor”Allowance and, and together with Core and Shell Contractor, “Contractor”) to commence and thereafter diligently prosecute the construction of the tenant improvements in the Premises if properly requested by Tenant pursuant to the terms of the Lease, the Additional TI Allowance) and in accordance with the Approved Plans (as defined below), the Lease and this Work Letter (Letter. To the “Tenant Improvements”); provided, however, extent that before performing the Tenant Improvements, Landlord shall prepare in good faith an estimated budget for the construction total projected cost of the Tenant Improvements and deliver (as projected by Landlord) exceeds the TI Allowance (such budget to Tenant for Tenant’s written approval prior excess, the start of construction (the “Budget”"Excess TI Costs"). Landlord and , Tenant shall work together cooperatively be solely responsible for such Excess TI Costs and in good faith will pay such Excess TI Costs prior to achieve a mutually acceptable Budgetdelinquency. Landlord shall update the Budget for Tenant’s review All material and approval at reasonable intervals and shall notify equipment furnished by Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope of or its contractors as the Tenant Improvements to bring shall be new or "like new;" the same in line with a budget reasonably acceptable to Tenant. The Tenant Improvements shall be performed in a first-class, workmanlike manner and shall substantially conform with Applicable Laws manner; and the Approved TI Plans (as defined in quality of the Work Letter)Tenant Improvements shall be of a nature and character not less than the Building standard. Tenant shall pay all TI Coststake, except that Landlord and shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of require its contractors to take, commercially reasonable steps to protect the Premises (during the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses performance of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, including covering or temporarily removing any window coverings so as to guard against dust, debris or damage. All Tenant Improvements shall be performed in accordance with Article 17 of the Existing Lease; provided that, notwithstanding anything in the Lease or this Work Letter to the contrary, in the event of a conflict between this Work Letter and (vi) Article 17 of the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (y) costs resulting from any default by Tenant of its obligations under this Existing Lease, or (z) costs that are recoverable or reasonably recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant terms of this Work Letter shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvementsgovern.

Tenant Improvements. Landlord shall cause the Core and Shell Contractor or another Contractor designated by Landlord and approved by Tenant, such consent not to be unreasonably withheld or delayed (“TI Contractor”, and together with Core and Shell Contractor, “Contractor”) to commence and thereafter diligently prosecute the construction of the tenant construct improvements for Tenant in the Premises First Floor Space pursuant to the Work Letter (the “Tenant Improvements”); providedplans identified as follows: "Project 845 - Jay Street, howeverBuilding A, that before performing the Fir▇▇ Floor Tenant Improvements, Permit 2, dated 1/12/99, by DES Architects" (the "Plans"), and at a cost to be paid by Landlord which is expected to be $447,561.00. Except as provided below in regard to changes to the Plans which cause increased expenses, or unless Tenant otherwise causes increased expense, Tenant will not be responsible for any cost of construction in excess of this amount. If Tenant wishes changes in the Plans, any increased expenses of constructing the improvements as a result of Tenant's requested changes shall prepare be paid by Tenant under the provisions of Exhibit "B" to the Lease, the -------------------------------------------------------------------------------- First Amendment To Lease Page 9 of 16 -------------------------------------------------------------------------------- Improvement Agreement, Paragraph 5A and B. Such expenses shall include, but not be limited to, all hard construction costs, architecture costs, engineering costs, City fees, and any and all other expenses reasonable and normally incurred in good faith conjunction with such construction. Such construction shall be conducted pursuant to the following additional terms and conditions: A. The provisions of Exhibit B, the Interior Improvement Agreement, shall not apply to construction of Tenant Improvements for Tenant in the First Floor Space except as specifically adopted and incorporated herein. B. Landlord and Tenant will consult on the Plans, and Tenant will have a reasonable opportunity to request and obtain changes therein, and will thereafter execute an estimated budget for approved set of Plans as modified and a memorandum approving any increase in costs occasioned by the modifications to the Plans, if any. Thereafter, any changes to the Plans will be made only on written Change Order, executed by both parties and containing agreement to Tenant's payment of additional costs of such Change Orders. In each case, at the time of agreement to the changes, Tenant will pay Landlord the agreed amount of additional cost at the times specified above C. In the event of any changes or modifications to the Plans which increase the cost of construction, Tenant will pay Landlord, in addition to all other amounts specified hereunder, Landlord's construction management fee of Four Percent (4%) of the hard costs of construction on such increased costs. D. Upon Landlord's completion of the Tenant Improvements and deliver such budget to Tenant called for Tenant’s written approval prior the start of construction (the “Budget”). Landlord and Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceededhereby, Landlord and Tenant shall work together cooperativelywalk through the First Floor Space, if required by Tenantusing reasonable efforts to locate and identify any defective or incomplete construction. Thereafter, to modify the scope of the Tenant Improvements to bring the same in line with a budget reasonably acceptable to Tenant. The Tenant Improvements an agreement shall be performed in executed which will contain a workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans (as defined in the Work Letter). Tenant shall pay list of all TI Costs, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (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). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, "punch list" items which the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs agree are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to corrected by Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvements.--------------------------------------------------------------------------------

Tenant Improvements. Landlord shall cause the Core provide Tenant a tenant improvement allowance up to and Shell Contractor or another Contractor designated by Landlord and approved by Tenant, such consent not to be unreasonably withheld or delayed (“TI Contractor”, and together with Core and Shell Contractor, “Contractor”) to commence and thereafter diligently prosecute the construction of the tenant improvements in the Premises pursuant to the Work Letter exceed $108,094.00 (the “Tenant Improvements”); provided, however, that before performing the Tenant Improvements, Landlord shall prepare in good faith an estimated budget for the construction of the Tenant Improvements and deliver such budget to Tenant for Tenant’s written approval prior the start of construction (the “Budget”"TI Allowance"). Landlord and Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope of the Tenant Improvements to bring the same in line with a budget reasonably acceptable to Tenant. The Tenant Improvements TI Allowance shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans (as defined in the Work Letter). Tenant shall pay all TI Costs, except that Landlord shall used to pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing incurred in connection with remodeling the TI WorkExpansion Area, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any all costs for heating, ventilation and air conditioning modifications made to the existing condition as of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections signature date of the Second Amendment to Lease, electrical distribution, plumbing, partitions, working drawings, construction documents, design services, supervision and permits, but not furniture and furnishings. It is agreed and understood that Tenant Improvements, and (vi) will be responsible for payment of the Warm Shell Costs. In no event shall entire cost of other improvements in excess of the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Allowance. If Tenant Delay, (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). In the event the estimated total TI Costs (as set forth in the Budget) exceed exceeds the TI Allowance, any such excess costs shall promptly be paid by Tenant in a single lump sum within 15 days after receipt of invoice from the Landlord. Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate not be entitled to a credit for any unused portion of the TI Costs set forth Allowance. Landlord will act as construction manager and administer a contract on the Tenant's behalf for the entire scope of the work outlined above and Landlord shall have no liability to tenant whatsoever for any claims or damages arising in connection with Landlord's services as construction manger or its administration of the Budget underestimates construction contract, except as may be caused by Landlord's gross negligence, willful misconduct or delay, except for causes beyond the amount of TI Costs so that the TI Deposit will Landlord's control. Landlord shall not be sufficient to cover charge Tenant or the TI Allowance Excessfor any construction supervisory fee of landlord or its building manager. The plans for the remodeling work itself, then Landlord and all contractors and subcontractors used in the remodeling work, shall communicate be subject to Landlord's prior written approval, which approval shall not unreasonably be withheld. All remodeling work shall be in compliance with all applicable laws and regulations as of the same to Tenant anddate of this Amendment, if required by Tenantincluding, without limitation, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits Americans with respect to the Tenant ImprovementsDisabilities Act.

Tenant Improvements. Landlord shall cause the Core and Shell Contractor or another Contractor designated by Landlord and approved by Tenant, such consent not Tenant Improvements to be unreasonably withheld or delayed performed in the Premises, if any, will be performed in accordance with the terms and provisions entitled "Landlord's Work" contained in Exhibits "A-1" and "B-1" attached. Within fifteen (“TI Contractor”, and together with Core and Shell Contractor, “Contractor”15) to commence and thereafter diligently prosecute the construction days of the tenant improvements in the Premises pursuant to the Work Letter (the “Tenant Improvements”); providedLease Commencement Date, however, that before performing the Tenant Improvements, Landlord shall prepare in good faith an estimated budget for the construction representatives of the Tenant Improvements and deliver such budget to Tenant for Tenant’s written approval prior the start of construction (the “Budget”). Landlord and Tenant agree to conduct a "walk through" inspection of the Premises and reasonably agree on any remaining punchlist items to be completed after the Lease Commencement Date. Any such remaining punchlist items shall work together cooperatively and in good faith to achieve be completed by Landlord within a mutually acceptable Budgetcommercially reasonable period of time after the Lease Commencement Date. Landlord shall update the Budget for Tenant’s review represents and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope of the Tenant Improvements to bring the same in line with a budget reasonably acceptable to Tenant. The Tenant Improvements shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans (as defined in the Work Letter). Tenant shall pay all TI Costs, except warrants that Landlord shall pay for TI Costs perform Landlord's Work in a good and workmanlike fashion, in substantial conformance with the provisions of Exhibits "B" and "B-1" attached, in compliance with all applicable laws and regulations, and using new materials, and reasonably free of construction defects. Upon receipt from Tenant of notice of any portion of Landlord's Work which does not conform to the foregoing representation and warranty within the two (2) year period commencing on the Lease Commencement Date, Landlord agrees to promptly correct same. Tenant understands and agrees that do not exceed Tenant must provide written notice to Landlord within the TI Allowancetwo (2) year period specified above and that the representation and warranty shall expire on the second (2nd) anniversary of the Lease Commencement Date. The “TI Allowance” Except as expressly set forth hereinabove in this Section 1.12, nothing contained in this Lease, including any Exhibits hereto, shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot be interpreted or is intended in any way as a representation or warranty by Landlord as to the quantity, quality, or fitness of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI or Landlord's Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, a fitness for any particular purpose, each of which is expressly disclaimed by Landlord hereunder. Thereafter during the Attached Property (as defined in Section 18.5)Lease Term, (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (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). In the event the estimated total TI Costs (except as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. Howeverthis Section 1.12 above, Landlord shall will be solely responsible for any costs related under no obligation to alter, change, decorate or improve the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant ImprovementsPremises.

Tenant Improvements. A. Landlord shall cause the Core and Shell Contractor or another Contractor designated by Landlord and approved by Tenant, such consent not to be unreasonably withheld or delayed (“TI Contractor”, and together with Core and Shell Contractor, “Contractor”) to commence and thereafter diligently prosecute the construction of install the tenant improvements in a good and workmanlike manner, set forth in both the Tenant Improvement Specifications attached hereto as EXHIBIT C-1 and the floor plan attached hereto as EXHIBIT C-2. Tenant shall reimburse Landlord for a portion of the cost of Landlord's tenant improvements, shown on EXHIBIT C-I and EXHIBIT C-2. Specifically, Tenant shall pay to Landlord, as additional rent, within thirty (30) days after substantial completion of Landlord's tenant improvements, the sum of Thirty-eight Thousand Five Hundred Thirty-four Dollars ($38,534.00). Additionally, any additions to or modifications of the work and/or materials shown on the attached exhibits which result in additional costs shall be handled as change orders and paid for by Tenant within twenty (20) days after delivery to Tenant of a reasonably detailed invoice therefore. B. Notwithstanding the date specified in Paragraph l.B. above for the commencement of the term of this Lease, such term shall not commence until the substantial completion of the construction of all tenant improvements as specified above and Landlord has given notification to Tenant in writing that the Premises pursuant are ready for possession. Possession of the Premises shall be deemed delivered to Tenant at the date specified in such notification, notwithstanding any item of incomplete work set forth on a "punch list" prepared by Landlord and Tenant in writing at the time of or within forty-five (45) days after the Commencement Date. Tenant shall have the right to enter the Premises at least thirty (30) days prior to the Work Letter (Commencement Date for the “Tenant Improvements”); purpose of installing Tenant's equipment, fixtures and furnishings, provided, however, that before performing Tenant first notifies Landlord prior to such entries and receives Landlord's consent, which shall not be unreasonably withheld, conditioned or delayed and that Tenant does not, under any circumstances, interfere with or delay the Tenant Improvements, Landlord shall prepare in good faith an estimated budget for the construction completion of the Tenant Improvements and deliver tenant improvements being installed by Landlord. No rent shall be due to Landlord on account of such budget to Tenant for activities of Tenant’s written approval prior the start of construction (the “Budget”). Landlord and Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update not be liable to Tenant if Landlord does not deliver possession of the Budget Premises to Tenant on the date specified in Paragraph l.B. above, and Landlord's non-delivery of the Premises shall not affect this Lease or the obligations of Tenant under this Lease. In such event, the term of this Lease shall be extended for a period equal to the delay in delivery of possession of the Premises to Tenant’s review , plus the number of days necessary to end the term of this Lease on the last day of a month and approval rent at reasonable intervals and the applicable rate, shall notify Tenant in writing if be payable for such additional portion of the Budget is likely to be exceededmonth. If there delivery of possession of the Premises to Tenant is an indication that the Budget is likely to be exceededdelayed, Landlord and Tenant shall work together cooperativelyshall, at the request of either, upon such delivery, execute an amendment to this Lease setting forth the Commencement Date and Termination Date of this Lease. In all events (but subject to the provisions of Paragraph 2.D., below), if required Landlord fails, despite the exercise of its commercially reasonable efforts to substantially complete the tenant improvements, or for any other reason fails to deliver the Premises to Tenant by October 31, 1999, then the Tenant, as its sole and exclusive remedy, shall have the right to modify the scope of the Tenant Improvements elect either to bring the same in line with a budget reasonably acceptable to Tenant. The Tenant Improvements shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans (as defined in the Work Letter). Tenant shall pay all TI Costs, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) constructionterminate this Lease, by giving written notice to Landlord no later than November 15, 1999, and if Tenant does so terminate this Lease, Landlord shall promptly refund to Tenant any security deposit and any pre-paid rent then being held by Landlord and neither Landlord nor Tenant shall have any further liability to the other in connection with this Lease (except with respect to obligations or liabilities which accrued prior to the date of such termination or which relate to surrender of the Premises), or (ii) to file suit for specific performance of Landlord's obligations under this Lease (provided, however, Tenant shall not be entitled to claim or recover any monetary damages against Landlord). C. If Tenant occupies or enters the Construction Management Fee (as Premises prior to the Commencement Date, such term is defined in occupancy or entry shall not advance the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) Termination Date of this Lease. All of the TI Allowance)terms, (iii) space planningcovenants and provisions of this Lease shall apply from the date of occupancy and possession or entry and the rent shall be paid at the rate herein set forth on a pro rata basis for the early occupancy period, designprovided, architecthowever, engineeringTenant shall not be required to pay rent if Tenant, data and phone cabling and other related servicesor its agents, (iv) costs and expenses contractors or employees, merely enters the premises for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, the limited purposes described in Paragraph 2.13. above. D. If Landlord is delayed in substantially completing tenant improvements as a result of any of the Attached Property (as defined in Section 18.5)following, (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections then commencement of the term of this Lease and the Termination Date of this Lease shall be as stated in Paragraph 1.B. above; and, Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance not be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (y) costs resulting from any default by Tenant relieved of its obligations under this Leaseto pay rent as prescribed in Paragraph 3 below: (1) Tenant's failure to approve or "approved as noted" detailed working drawings or other drawings, plans or (z) costs that are recoverable or reasonably recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), specifications within five (5) business days after submission by Landlord. (2) The performance by any person, firm or corporation (other than Landlord's contractor) employed at Tenant's request and the completion of receiving work by said person, firm or corporation; (3) Delay in delivery of materials, finishes, or installations requested by Tenant other than materials, finishes and installation used as Building Standard items by Landlord's contractors in the Budget Improvements; and (4) Any other delay (including, without limitation, delay in providing necessary approvals or disapprovals required of Tenant) caused primarily by the “TI Deposit”). In the event Landlord determines the estimate action or inaction of Tenant or its employees, agents, contractors or invitees. E. Tenant's occupancy of the TI Costs set forth in the Budget underestimates the amount of TI Costs so Premises shall constitute acceptance thereof and shall be deemed to constitute Tenant's agreement that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Premises comply with all requirements of Tenant and all obligations of Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the condition, order and repair thereof, including, but not limited to, the tenant improvements required to be made by Landlord, pursuant to this Paragraph 2 or elsewhere in this Lease, except for those matters of which Tenant Improvementsnotifies Landlord in writing within forty-five (45) days after the Commencement Date, and except for latent defects which were not manifest within such forty-five (45) day period and which could not have been ascertained by Tenant by a reasonably thorough inspection of Landlord's tenant improvements. Tenant shall have no right whatsoever to raise any objection with respect to the condition of the Premises, including, but not limited to, Landlord's tenant improvements, unless set forth in such a written notice timely given.

Tenant Improvements. Landlord Lessor shall cause provide the Core base building improvements and Shell Contractor or another Contractor designated by Landlord a tenant improvement allowance (the "Tenant Improvement Allowance") equal to Fifty Thousand Eight Hundred Seventy-Two and approved by Tenant, such consent not No/100ths Dollars ($50,872.00). All additional improvements to the base building will be so-called "Tenant Improvements" to be unreasonably withheld or delayed installed by Lessor but to be selected by Lessee as hereinafter set forth and paid for by Lessee subject to Lessor providing the Tenant Improvement Allowance (“TI Contractor”as hereinafter defined). Lessee acknowledges and agrees that items to be paid for by Lessee from the Tenant Improvement Allowance include the cost of space planning, construction document preparation, the cost of the design work and construction drawing work, all costs of obtaining permits, and together with Core reimbursables, and Shell Contractor, “Contractor”the cost of one-half (1/2) to commence and thereafter diligently prosecute the construction of the tenant improvements demising wall to be constructed in the building of which the Premises pursuant to are a part. If the Work Letter (price of the “Tenant Improvements”); providedImprovements exceeds the Tenant Improvement Allowance, howeverLessee shall pay Lessor, that before performing in cash, upon substantial completion of the Tenant Improvements, Landlord shall prepare in good faith an estimated budget for the construction amount by which the price of the Tenant Improvements and deliver such budget exceeds the Tenant Improvement Allowance. On or before September 20, 1996, Lessee shall provide to Lessor a space plan of the Tenant Improvements which Lessee desires for Tenant’s written Lessor to construct, which space plan shall be subject to Lessor's approval prior the start of construction (the “Budget”). Landlord and Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify be adequate for the preparation by Lessor of working drawings for construction of such Tenant Improvements. Such space plan shall show in writing if reasonable detail the Budget is likely design and appearance of the tenant finishing materials to be exceeded. If there is an indication that used in the Budget is likely Exhibit C (Page 1 of 5) construction thereof, and such other detail or description as may be necessary to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify adequately outline the scope of the Tenant Improvements to bring Improvements. Lessee shall be responsible for Lessor's costs (including lost rent) arising out of delays in completing the same in line with a budget reasonably acceptable to Tenant. The Tenant Improvements shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans (as defined in the Work Letter)caused by Lessee. Tenant shall pay all TI Costs, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant Lessee also agrees to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections refrain from ordering long lead time items which would delay substantial completion of the Tenant Improvements, and (vi) . Lessee acknowledges that any air com- pressors to be installed either on the Warm Shell Costs. In no event shall interior or the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (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). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate exterior of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not Premises by Lessor or Lessee shall be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions subject to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum prior written consent of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant ImprovementsLessor.

Tenant Improvements. (a) Landlord shall construct, at Landlord’s expense, certain improvements to the First Additional Space and the Second Additional Space in accordance with the space plan prepared by ArcTec dated February 15, 2011, a copy which is attached as Exhibit B (the “Approved Space Plan”). Any such improvements to be made to the First Additional Space shall be referred to herein as the “Initial Tenant Improvements” and any such improvements to be made to the Second Additional Space shall be referred to as the “Additional Tenant Improvements.” The Initial Tenant Improvements and the Additional Tenant Improvements shall be referred to collectively herein as the “Tenant Improvements.” Landlord shall construct the Tenant Improvements in a good and workmanlike manner in accordance with applicable laws and the Approved Space Plan. Landlord shall complete the Initial Tenant Improvements as soon as possible but in any event no later than March 31, 2011, subject only to delays caused by force majeure. Landlord shall complete the Additional Tenant Improvements by March 31, 2013, subject only to delays caused by force majeure. The Tenant Improvements shall include new carpet in the Premises as of the date of this First Amendment and any and all electrical and mechanical work necessary to balance the HVAC system serving the Premises. The finishes for the Tenant Improvements shall be consistent with Building standard as to t-bar ceiling grid and tiles, carpeting, painting, hardware and other finish work. (b) Promptly following the date hereof, Landlord shall cause its architect to prepare working drawings consistent with the Core Approved Space Plan and Shell Contractor or another Contractor designated by Landlord shall provide such working drawings to Tenant for Tenant’s review and approved by Tenantapproval, such consent which approval shall not to be unreasonably withheld or delayed (“TI Contractor”delayed. The working drawings, once approved, shall constitute the Final Plans and Specifications. No changes to the Approved Space Plan or the Final Plans and Specifications shall be made by either Landlord or Tenant unless approved in writing by both parties. Any increase in the cost of construction resulting from any change orders requested by Tenant shall be paid by Tenant as provided herein. If Landlord and Tenant agree on any change orders requested by Tenant, Landlord shall furnish Tenant with an invoice specifying the estimated increase in the cost of the Tenant Improvements resulting therefrom, and together with Core and Shell Contractor, “Contractor”Tenant shall pay such estimated increase to Landlord within thirty (30) to commence and thereafter diligently prosecute the construction days thereafter. (c) Within fifteen (15) days after completion of the tenant improvements Initial Tenant Improvements and when applicable, within fifteen (15) days after completion of the Additional Tenant Improvements, Tenant shall conduct a walk-through inspection of the First Additional Space and, when applicable, the Second Additional Space, with Landlord and complete a punch-list of any incomplete or defective work. If Tenant fails to submit a punch-list to Landlord within such fifteen (15) day period, it shall be deemed that there are no Tenant Improvement items needing additional work or repair. Landlord’s contractor shall complete all reasonable punch-list items with thirty (30) days after the walk-through inspection or as soon as practicable thereafter. Upon completion of such punch-list items, Tenant shall approve such completed items in writing to Landlord. If Tenant fails to approve such items within fourteen (14) days of completion, such items shall be deemed approved by Tenant; provided that such approval shall not affect the warranty specified in Paragraph 7(f) of this First Amendment. (d) Other than the items specified in the Premises pursuant punch-list, if any, and subject to the Work Letter warranty specified in Paragraph 7(f) of this First Amendment, by taking possession of the First Additional Space and the Second Additional Space Tenant shall be deemed to have accepted the First Additional Space and the Second Additional Space in good, clean and completed condition and repair, subject to all applicable laws, codes and ordinances. Any damage to the First Additional Space and/or the Second Additional Space caused by Tenant’s move-in shall be repaired or corrected by Tenant, at its expense. Tenant acknowledges that neither Landlord nor its agents have made any representations or warranties as to the suitability or fitness of the First Additional Space or the Second Additional Space for the conduct of Tenant’s business or for any other purpose, nor has Landlord or its agents agreed to undertake any alterations or construct any improvements to the Premises, the First Additional Space or the Second Additional Space except as expressly provided in this First Amendment. (e) Tenant acknowledges that, as Tenant will continue to occupy the “Tenant Improvements”); provided, however, that before performing Premises during the completion of the Tenant Improvements, there may occur some disruptions to Tenant’s business as a result of such work. Landlord and Tenant agree to cooperate with each other to minimize any interference that such work may cause to the conduct of Tenant’s business and to minimize any interference that Tenant’s continued occupancy may cause to the completion of the Tenant Improvements. Landlord shall prepare have no liability to Tenant, however, for any disruption or inconvenience that such work may cause to Tenant’s business except to the extent caused by the negligence or willful misconduct of Landlord. Tenant shall be responsible for temporarily relocating any furniture or equipment as may be necessary to complete the Tenant Improvements. (f) Landlord covenants that all work and materials incorporated as part of the Tenant Improvements will be new quality construction and will be subject to such warranties as are customarily furnished to owners in good faith an estimated budget connection with new construction of improvements, such as the Tenant Improvements. Landlord shall cause all repairs or replacement covered by such warranties to be made by the appropriate contractor or supplier without the same being charged as part of Operating Expenses payable under the Lease. In any event, Landlord will warrant the Tenant Improvements against defects for a period of not less than one (1) year from the date of completion of the Tenant Improvements. (g) During the course of construction of the Tenant Improvements, Tenant shall have the right to enter the First Additional Space, and the Second Additional Space, when applicable, in order to install Tenant’s furniture, fixture and equipment, including cabling, provided that in doing so Tenant does not interfere with the construction of the Tenant Improvements and deliver such budget to Tenant for Tenant’s written approval prior the start of construction (the “Budget”). Landlord and Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope of the Tenant Improvements to bring the same in line with a budget reasonably acceptable to Tenant. The Tenant Improvements shall be performed in a workmanlike manner and shall substantially conform with Applicable Laws and the Approved TI Plans (as defined in the Work Letter). Tenant shall pay all TI Costs, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (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). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvements.

Tenant Improvements. Landlord shall cause the Core and Shell Contractor or another Contractor designated by Landlord and approved by Tenant, such consent not to be unreasonably withheld or delayed (“TI Contractor”, and together with Core and Shell Contractor, “Contractor”) to commence and thereafter diligently prosecute the construction of the tenant improvements in the Premises Expansion Building pursuant to the Work Letter (the “Tenant Improvements”); provided, however, that before performing the Tenant Improvements, Landlord shall prepare in good faith an estimated budget for the construction of the Tenant Improvements and deliver such budget to Tenant for Tenant’s written approval prior the start of construction (the “Budget”). Landlord and Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope of the Tenant Improvements to bring the same in line with a budget reasonably acceptable to Tenant. The Tenant Improvements shall be performed in a workmanlike manner and shall substantially conform in compliance with all Applicable Laws and substantially in compliance with the Approved TI Plans (as defined in the Work Letter). Tenant shall pay all TI Costs, except that Landlord shall pay for TI Costs subject to minor deviations that do not exceed alter the type, scope and quality of the Tenant Improvements depicted on the Approved TI Plans. The portion of the TI Allowance. The Costs for which Landlord is responsible (the “TI Allowance” ”) shall mean not exceed (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of subject to the Premises (the “Initial TI Allowance”), together with (bterms hereof) the Additional AllowanceTI Allowance Amount (as defined below). The “TI Costs” shall mean means all Tenant Core and Shell Delay Costs (as defined in the Work Letterbelow) and all costs and expenses of performing the Tenant Improvements (the “TI WorkCosts”), including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant Landlord (which costs shall be stipulated to an unaffiliated third party (such fees not to exceed three equal one and one-half percent (31.5%) of the TI Allowancecost of the Tenant Improvements, including the Excess Cost (as defined below)) (the “Construction Management Fee”), (iii) space planning, design, architect, engineering, data and phone cabling engineering and other related services, (iv) costs and expenses for labor, material, equipmentequipment and fixtures, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements. Notwithstanding the foregoing, and (vi) the Warm Shell Costs. In in no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delaythe cost of work that is not authorized by the Approved TI Plans (subject to any TI Change) 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, warrantors or tortfeasors). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the The “TI Allowance Excess”), within five Amount” shall be Forty-Seven and 15/100 Dollars (5$47.15) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate per rentable square foot of the TI Costs set forth in the Budget underestimates Expansion Building, plus the amount of TI Costs so any Additional Allowance that the TI Deposit will not be sufficient Tenant elects to cover the TI Allowance Excess, then Landlord shall communicate the same use to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum cost of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant Improvements.

Tenant Improvements. Landlord All improvements to the Premises (“Tenant Improvements”) shall cause the Core and Shell Contractor or another Contractor designated by Landlord and approved be constructed by Tenant, such consent and shall be subject to the prior approval by Landlord of the plans and specifications, which approval shall not to be unreasonably withheld withheld, conditioned or delayed (“TI Contractor”delayed, and together with Core the other terms and Shell Contractor, conditions of this Lease. Tenant shall submit a complete set of 1/8” or larger scale plans and specifications for its initial Tenant Improvements pursuant hereto (the “ContractorInitial Improvements”) to commence within ____ days after the execution of this Lease, and thereafter diligently prosecute shall complete the Initial Improvements on or before _______________, 2022 (the “Improvement Deadline”). Landlord shall reimburse Tenant a portion of the costs incurred by Tenant in connection with the construction of the tenant improvements in the Premises pursuant to the Work Letter Initial Improvements (the “Tenant ImprovementsAllowance”); provided, however, that before performing ) subject to the terms set forth herein. The aggregate amount of the Tenant Improvements, Landlord Allowance shall prepare not be more than $150,000.00. The Tenant Allowance may only be applied to the costs of labor and materials incurred in good faith an estimated budget for the construction of the Tenant Improvements Initial Improvements, including contractor’s fees and deliver such budget to Tenant for Tenant’s written approval prior the start general conditions, sales tax, testing and inspection costs, cost of construction (the “Budget”). Landlord utilities, trash removal and Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope of the Tenant Improvements to bring the same in line with a budget reasonably acceptable to Tenantequipment rental. The Tenant Improvements Allowance may not be applied against furniture or other personal property. All items paid for with the Tenant Allowance shall belong to Landlord and may not be performed in a workmanlike manner and shall substantially conform with Applicable Laws and removed from the Approved TI Plans (as defined in Premises without Landlord’s prior written approval. If the Work Letter). Tenant shall pay all TI Costs, except that Landlord shall pay for TI Costs that do not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot costs of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of Improvements exceeds the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (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). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any the payment of all costs related in excess of the Tenant Allowance. The design and construction of the Initial Improvements shall be subject to the applicable provisions of the Lease. In addition, all Initial Improvements shall be performed by licensed and bonded contractors that are reasonably acceptable to Landlord. Tenant shall submit to Landlord receipts, lien waivers and other reasonable documentation required by Landlord evidencing the completion of the Initial Improvements and Landlord shall deliver the applicable reimbursement from the Tenant Allowance to the extent the same result from Tenant within thirty (30) days after Landlord’s gross negligence, intentional misconduct or breach receipt of Leasesuch documentation. Landlord and shall not have any obligation to reimburse Tenant shall work together cooperatively at no cost or risk for the Initial Improvements if the reimbursement documentation required as aforesaid (including evidence of completion) is not delivered to Landlord to maximize Tenant’s ability, to on or before the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant ImprovementsImprovement Deadline.

Tenant Improvements. Landlord Tenant shall cause the Core construction and Shell Contractor completion of all of the work set forth on, or another Contractor designated by Landlord and approved by Tenantreasonably inferable from, such consent not to be unreasonably withheld or delayed the "TENANT IMPROVEMENT PLANS" which are attached hereto as Exhibit E (“TI Contractor”the "TENANT IMPROVEMENTS"), in strict compliance with all applicable Legal Requirements, and together with Core otherwise in a good and Shell Contractor, “Contractor”) to commence and thereafter diligently prosecute the construction of the tenant improvements in the Premises pursuant to the Work Letter (the “Tenant Improvements”); provided, however, that before performing the Tenant Improvements, Landlord shall prepare in good faith an estimated budget for the construction of the Tenant Improvements and deliver such budget to Tenant for Tenant’s written approval prior the start of construction (the “Budget”). Landlord and Tenant shall work together cooperatively and in good faith to achieve a mutually acceptable Budget. Landlord shall update the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope of the Tenant Improvements to bring the same in line with a budget reasonably acceptable to Tenantworkmanlike manner using new or like-new materials. The Tenant Improvements shall be performed constructed by Tenant, as general contractor. If Tenant opts to use an independent general contractor, then the general contractor must be reasonably approved by Landlord prior to commencement of construction. If Tenant opts to use an approved, independent general contractor, then the Tenant Improvements shall be constructed pursuant to a construction contract ("TENANT'S CONTRACT") which shall be in a workmanlike form reasonably acceptable to Landlord and which shall provide for the monthly disbursement of the Tenant Improvement Allowance (defined in Section 23.6) through Landlord's title insurance company to Tenant (or Tenant's contractor if applicable) in a manner compatible with the payment schedule of Landlord's general contractor and the disbursing procedures of Landlord's lender and title company. Prior to each disbursement of Tenant Improvement Allowance under any Tenant's Contract, Tenant shall certify to Landlord and the title company the amount then outstanding under Tenant's Contract, and shall substantially conform with Applicable Laws pay to the title company for first disbursement, the amount that the remaining balance owing under Tenant's Contract exceeds the remaining balance of the Tenant Improv▇▇▇▇▇ Allowance. If Tenant acts as the general contractor, then the Tenant Improvement Allowance will be paid in one draw upon the substantial completion of the Tenant Improvements. In making any draw request, including the single and final draw request if Tenant acts as the Approved TI Plans (as defined in the Work Letter). general contractor, Tenant shall pay all TI Costsprovide a sworn construction statement, except that Landlord shall pay for TI Costs that do not exceed full and final lien waivers, and such other documentation as are customary and may reasonably be requested by Landlord, First Mortgagee or the TI Allowancedisbursing agent. The “TI Allowance” Tenant Improvements shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot of the Premises (the “Initial TI Allowance”), together be completed in accordance with (b) the Additional Allowance. The “TI Costs” shall mean Exhibit E and in compliance with all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Workapplicable Legal Requirements, including without limitation the hard and soft costs of (i) constructionall required permits, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling certificates and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any of the Attached Property (as defined governmental authorizations. The provisions regarding liens contained in Section 18.5), (v) building permits and other taxes, fees, charges and levies by governmental and quasi-governmental agencies for permits or for inspections of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase of any furniture, personal property or other non-building system equipment, (x) costs resulting from a Tenant Delay, (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). In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI Allowance, Tenant shall deposit with Landlord such overage (the “TI Allowance Excess”), within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth in the Budget underestimates the amount of TI Costs so that the TI Deposit Article 15 will not be sufficient to cover the TI Allowance Excess, then Landlord shall communicate the same to Tenant and, if required by Tenant, the parties shall discuss revisions to the Budget and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless the TI Costs are reduced to be within the Budget and previously paid TI Deposit, Tenant shall promptly pay the additional amount to Landlord, and such additional amount shall be added to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect apply to the Tenant Improvements.

Tenant Improvements. Landlord shall cause Tenant shall, after the Core Effective Date, complete all renovations required to create a first- class diner, at Tenant’s sole cost and Shell Contractor or another Contractor designated by Landlord and approved by Tenant, such consent not to be unreasonably withheld or delayed (“TI Contractor”, and together with Core and Shell Contractor, “Contractor”) to commence and thereafter diligently prosecute the construction of the tenant improvements in the Premises pursuant to the Work Letter expense (the “Tenant Improvements”); provided, howeverwith a minimum value of Eight Hundred Thousand and No/100 Dollars ($800,000.00) (the “Budget Amount”), no later than twenty-four (24) months from the Effective Date. If additional monies will be required to complete the Tenant Improvements, Tenant agrees to assume responsibility for and pay for any and all additional costs over and above the Budget Amount. Prior to commencing any work to complete the Tenant Improvements, Tenant shall provide Landlord with a copy of a fully executed general contractor agreement and a construction budget reflecting a total minimum value equal to the Budget Amount. Upon completion the Tenant Improvements, Tenant shall provide Landlord with an audited schedule of construction-related payments, copies of invoices evidencing the cost of all work completed, along with confirmation of payment for all such invoices. The foregoing documentation shall confirm that before performing Tenant has paid no less than the Budget Amount in connection with the foregoing renovations. Tenant shall diligently and in good faith pursue the completion of the Tenant Improvements without any unreasonably delays or pause until the Tenant Improvements are completed. During the construction of Tenant Improvements, Landlord shall prepare have the right to access and inspect the Premises, upon twenty-four (24) hours' notice. Furthermore, upon completion of the Tenant Improvements, which completion shall be evidenced by the issuance of a certificate of completion by the proper governmental authority, and within seven (7) days thereafter, Landlord will inspect and confirm, in good faith an estimated budget writing, that the Tenant Improvements are complete in accordance with the required permits and plans filed in connection therewith. If Landlord disputes that the Tenant Improvements were so completed and the dispute cannot be resolved between Landlord and Tenant, within fifteen (15) days after the seven (7) day period described above, the matter shall be resolved by binding arbitration but no such dispute shall be the basis for either a delay by Tenant in its responsibilities under this Section or a claim of Force Majeure. During the construction of time Tenant is completing the Tenant Improvements and deliver such budget to Tenant for Tenant’s written approval prior beginning on the start of construction (the “Budget”). Landlord and Effective Date, Tenant shall work together cooperatively and in use good faith efforts and exercise due diligence to achieve a mutually acceptable Budget. Landlord obtain all necessary permits to perform and immediately thereafter shall update expeditiously complete, in the Budget for Tenant’s review and approval at reasonable intervals and shall notify Tenant in writing if shortest time reasonably possible under the Budget is likely to be exceeded. If there is an indication that the Budget is likely to be exceeded, Landlord and Tenant shall work together cooperatively, if required by Tenant, to modify the scope of circumstances the Tenant Improvements to bring the same in line with a budget reasonably acceptable to Tenant. The Tenant Improvements Improvements, which completion shall be performed in evidenced by the issuance of a workmanlike manner and shall substantially conform with Applicable Laws and certificate of completion by the Approved TI Plans (as defined in the Work Letter)proper governmental authority. Tenant shall pay comply with all TI Costsmunicipal and county building and zoning requirements and other laws, except that Landlord shall pay for TI Costs that do codes, ordinances, resolutions, rules and regulations in performing and completing the Tenant Improvements, including, without limitation, obtaining all necessary building permit(s) and certificate(s) of use and/or occupancy. Tenant will not exceed the TI Allowance. The “TI Allowance” shall mean (a) One Hundred Twenty Five Dollars ($125.00) per rentable square foot make any alterations, renovations, improvements or other installations in, on or to any part of the Premises (the “Initial TI Allowance”), together with (b) the Additional Allowance. The “TI Costs” shall mean all Tenant Core and Shell Costs (as defined in the Work Letter) and all costs and expenses of performing the TI Work, including without limitation the hard and soft costs of (i) construction, (ii) the Construction Management Fee (as such term is defined in the Work Letter) and any Project or construction management fees paid by Tenant to an unaffiliated third party (such fees not to exceed three percent (3%) of the TI Allowance), (iii) space planning, design, architect, engineering, data and phone cabling and other related services, (iv) costs and expenses for labor, material, equipment, data and phone cabling and fixtures (including, without limitation, any alterations of the Attached Property (as defined in Section 18.5)storefront, (v) building permits and other taxessigns, feesstructural alterations, charges and levies by governmental and quasi-governmental agencies for permits or for inspections any cutting or drilling into any part of the Tenant Improvements, and (vi) the Warm Shell Costs. In no event shall the TI Allowance be used for: (w) the purchase Premises or any securing of any furniturefixture, personal property apparatus, or equipment of any kind to any part of the Premises) unless and until Tenant shall have caused plans and specifications therefor to have been prepared, at Tenant’s expense, by an architect or other non-building system equipment, duly qualified person and shall have obtained Landlord’s approval (xnot to be unreasonably withheld or delayed) costs resulting from a Tenant Delay, (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)thereof. In the event the estimated total TI Costs (as set forth in the Budget) exceed the TI AllowanceIf such approval is granted, Tenant shall deposit with Landlord cause the work described in such overage (the “TI Allowance Excess”)plans and specifications to be performed, within five (5) business days of receiving the Budget (the “TI Deposit”). In the event Landlord determines the estimate of the TI Costs set forth at its expense, promptly, efficiently, competently and in the Budget underestimates the amount of TI Costs so that the TI Deposit will not be sufficient to cover the TI Allowance Excessa good and workmanlike manner by duly qualified and licensed persons or entities, then Landlord shall communicate the same to Tenant andusing first grade materials, if required by Tenant, the parties shall discuss revisions without disruption to the Budget operations of neighboring occupants. All such work shall comply with all applicable codes, rules, regulations and Tenant may make a TI Tenant Change Order Request to reduce TI Costs, and unless ordinances. Notwithstanding the TI Costs are reduced to be within the Budget and previously paid TI Depositforegoing, Tenant shall promptly pay have the additional amount right to make interior repairs or replacements which do not require any structural alteration or impose any greater load on any structural portion of the Premises, and are in accordance with Tenant’s originally approved plans. Landlord reserves the right at any time and from time to time to make or permit changes to the building in which the Premises is located provided any changes or additions by Landlord to Landlord, and such additional amount ’s Property shall be added performed in such a manner so as not to unreasonably interfere with Tenant’s use of the Premises and shall not change in a material, adverse way the access to the TI Deposit. If the sum of the TI Allowance plus the TI Deposit is not sufficient to cover the TI Costs, Tenant shall reimburse Landlord the difference between (a) the TI Costs and (b) the sum of the TI Allowance and the TI Deposit. However, Landlord shall be solely responsible for any costs related to the Tenant Improvements to the extent the same result from Landlord’s gross negligence, intentional misconduct or breach of Lease. Landlord and Tenant shall work together cooperatively at no cost or risk to Landlord to maximize Tenant’s ability, to the extent reasonably possible, to obtain the benefit of any applicable research and development tax credits with respect to the Tenant ImprovementsPremises.