Common use of Tenant Improvements Clause in Contracts

Tenant Improvements. “TI’s”): Lessor will complete the TI’s as described on Exhibit B, at Lessor’s sole cost and expense, within thirty (30) days of the date of the Lease (the “Lessor’s TI’s”). In addition, Lessor will fund up to Four Dollars per square foot (the “Lessor’s TI Contribution”) of rentable space ($252,420) for TI’s to be completed by Lessee as described on Exhibit B.1 (the “Lessee’s TI’s”) All TI’s completed by Lessee shall be in a good workmanlike manner that matches at least the current quality and type of finishes installed in the Premises as of the date of the Lease. Upon “Substantial Completion” of the TI’s completed by Lessee, which is defined as the time in which the City of Santa ▇▇▇▇▇ has signed off the building permit and completed the final inspection, Lessee will deliver the following documents to Lessor: “as built” drawings (hard copy and CAD), final signed off building permit, certificate of occupancy (collectively the “TI Documents”), and complete a walk through of the Premises with Lessor’s representatives. Lessor will fund the Lessor’s TI Contribution requested by Lessee, if any, within ten (10) days of receipt of the TI Documents. Subject to Lessor’s advance review and approval of Lessee’s TI’s, which shall not be unreasonably withheld and said plan review will be completed by Lessor within three (3) business days of receipt of the proposed plans from Lessee, and Lessee completing the Lessee’s TI’s in accordance with the terms of this Lease, Lessee’s TI’s will not need to be removed and the Premises will not need to be restored to the condition that existed prior to the Lessee’s TI’s at Lease termination. Lessor grants Lessee the right to use the furniture, racks, cubicles, cafeteria equipment, voice and data cabling, telephone/voice mail system, telephone handsets and UPS in the Premises as of the date of this Lease (the “FF&E”) during the Term of the Lease at no additional cost. Lessor and Lessee will jointly complete a physical inventory at a mutually agreeable time during normal business hours on or before the Commencement Date, of the FF&E as of the date of the Lease which will be incorporated in Exhibit C to this Lease. Lessee acknowledges that it accepts the existing FF&E in its “as is where is” condition, and to the extent required for Lessee’s continued use of the FF&E during the Lease Term or any extension thereof, Lessee is solely responsible for all maintenance and repair of the FF&E. If Lessee determines prior to or during the Lease Term that it will not use certain FF&E (the “Discarded FF&E”), Lessee will notify Lessor in writing describing the Discarded FF&E. Lessor will have five (5) days to determine if Lessor wants to remove the Discarded FF&E. Lessor’s failure to respond within the five (5) days following the written notice from Lessee will automatically allow Lessee to remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. If Lessor decides to accept the Discarded FF&E, Lessor will have up to twenty (20) days to remove the Discarded FF&E at Lessor’s sole cost and expense at a time mutually agreed to by the parties. If Lessor fails to remove the Discarded FF&E within the 20 day period, then Lessee may remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. The Lessor’s TI Contribution may be used for any out of pocket direct expenses related to the Lessee’s TI’s in the Premises, including: signage, moving costs, third party project management, wiring and cabling and alterations as described on Exhibit B.1.

Tenant Improvements. “TI’s”): Lessor Tenant will complete furnish or perform those items of construction and those improvements (the TI’s as described on "Tenant Improvements") specified or referenced in Exhibit B2 attached hereto. Landlord shall pay for the Tenant Improvements up to a maximum amount of $1,760,000.00 (the "TI Allowance"), at Lessor’s sole cost and expense, within thirty (30) days in no event shall Landlord have any obligation to pay for any costs of the date Tenant Improvements in excess of such amount. If the cost of the Tenant Improvements exceeds such amount, any estimated overage in excess of such amount shall be paid by Tenant. Further, Tenant shall repay Landlord for $1,337,600.00 ($19 psf) of the TI Allowance, together with interest at 10.75% per annum, in equal monthly installments over the Lease Term of $28,923.00 (the "TI Amortization"). Tenant shall have the right to select its own contractors subject to Landlord's consent of such contractors, which shall not be unreasonably withheld. ADDENDUM II LETTER OF CREDIT FOR ADDITIONAL SECURITY DEPOSIT ATTACHED TO AND A PART OF THE LEASE AGREEMENT DATED APRIL 16, 1996, BETWEEN SECURITY CAPITAL INDUSTRIAL TRUST and INSYNC SYSTEMS, INC. The Additional Security Deposit shall be in the form of an unconditional, irrevocable letter of credit from a bank reasonably acceptable to Landlord. The letter of credit shall either provide that it does not expire until the end of the Lease (term or, if it is for less than the “Lessor’s TI’s”). In additionfull term of the Lease, Lessor will fund up to Four Dollars per square foot (the “Lessor’s TI Contribution”) of rentable space ($252,420) for TI’s to be completed by Lessee as described on Exhibit B.1 (the “Lessee’s TI’s”) All TI’s completed by Lessee shall be in a good workmanlike manner that matches renewed by Tenant at least 30 days prior to its expiration during the current quality and type of finishes installed in the Premises as of the date term of the Lease. Upon “Substantial Completion” The letter of credit shall provide that it may be drawn down upon by Landlord at any time Landlord delivers its site draft to the bank. If Landlord sells or conveys the Premises, Tenant shall, at Landlord's request, cooperate in having the letter of credit transferred to the purchaser. If the letter of credit is ever drawn upon by Landlord pursuant to the terms of the TI’s completed by LesseeLease and this Addendum, which is defined as the time in which the City of Santa ▇▇▇▇▇ has signed off the building permit and completed the final inspection, Lessee will deliver the following documents to Lessor: “as built” drawings (hard copy and CAD), final signed off building permit, certificate of occupancy (collectively the “TI Documents”), and complete a walk through of the Premises with Lessor’s representatives. Lessor will fund the Lessor’s TI Contribution requested by Lessee, if any, Tenant shall within ten (10) days thereafter cause the letter of receipt credit to be restored to its original amount. The form of the TI DocumentsLetter of Credit, Sight Draft, Drawing Request and Notice of Assignment are attached hereto as Annex II-1, II-2, II-3 and II-4 respectively. Subject Landlord will release the letter of credit after three years provided Tenant meets the following criteria: 1. Timely compliance with all lease terms during the three years; 2. An increase in gross sales and net worth by 50% over the three years (using as a base year the financial statements attached as Annex II-6), as established by audited financial statements; 3. No decrease in operating margin during the period; 4. No increase in the debt-to-total-capital ratio over the period. Further, the Letter of Credit shall be reduced annually on a pro rata basis in accordance with Annex II-5. ANNEX II-1 FORM OF LETTER OF CREDIT [LETTERHEAD OF LETTER OF CREDIT BANK] [DATE] Security Capital Industrial Trust 14100 E. 35th Place Aurora, Colorado 80011 Attention: Tom Ray ▇▇: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇r of Credit No. --------------------------------------- Beneficiary: By order of our client, Insync Systems, Inc. (the "Applicant"), we hereby establish this Irrevocable Transferrable Letter of Credit No. in your favor for an amount up to Lessor’s advance review but not exceeding the aggregate sum of Six Hundred Thirty-Five Thousand and approval of Lessee’s TI’s, which shall not be unreasonably withheld and said plan review will be completed by Lessor within three No/100 Dollars (3$635,000) business days of receipt of the proposed plans (as reduced from Lessee, and Lessee completing the Lessee’s TI’s time to time in accordance with the terms hereof, the "Letter of Credit Amount"), effective immediately, and expiring on the close of business at our office at the address set forth above one year from the date hereof unless renewed as hereinafter provided. Funds under this Lease, Lessee’s TI’s will not need Letter of Credit are available to be removed and the Premises will not need to be restored to the condition that existed you on or prior to the Lessee’s TI’s at Lease termination. Lessor grants Lessee the right to use the furniture, racks, cubicles, cafeteria equipment, voice and data cabling, telephone/voice mail system, telephone handsets and UPS expiry date against presentation by you of your (i) sight drafts drawn on us in the Premises form of Annex 1 hereto, indicating this Letter of Credit number and (ii) request in the form of Annex 2 hereto (such sight draft and request, together referred to as a "Drawing Request"), sight draft(s), completed and signed by one of your officers. Presentation of your Drawing Requests may be made by you to us at the address set forth above or may be made by facsimile transmission, to the following facsimile number _____________. You may present to us one or more Drawing Requests from time to time prior to the expiry date in an aggregate amount not to exceed the Letter of this Lease Credit Amount then in effect (it being understood that the “FF&E”) during honoring by us of each Drawing Request shall reduce the Term Letter of the Lease at no additional costCredit Amount then in effect). Lessor and Lessee will jointly complete a physical inventory at a mutually agreeable time during normal business hours on or before the Commencement Date, This Letter of the FF&E as of the date of the Lease which Credit will be incorporated automatically renewed for a one-year period upon the expiration date set forth above and upon each anniversary of such date, unless at least sixty (60) days prior to such expiration date, or prior to any anniversary of such date, we notify both you and the Applicant in Exhibit C writing by certified mail that we elect not to so renew the Letter of Credit. This Letter of Credit sets forth in full the terms of our undertaking and such undertaking shall not in any way be modified, amended or amplified by reference to any document or instrument referred to herein or in which this LeaseLetter of Credit is referred to or to which this Letter of Credit relates, and no such reference shall be deemed to incorporate herein by reference any document or instrument. Lessee acknowledges that it accepts All bank charges and commissions incurred in this transaction are for the existing FF&E Applicant's account. This Letter of Credit is transferrable by you and your successors and assigns any number of times in its “as is where is” conditionentirety and not in part, and but only by delivery to the extent required for Lessee’s continued use us of the FF&E during the Lease Term or any extension thereof, Lessee is solely responsible for all maintenance and repair a Notice of the FF&E. If Lessee determines prior to or during the Lease Term that it will not use certain FF&E (the “Discarded FF&E”), Lessee will notify Lessor in writing describing the Discarded FF&E. Lessor will have five (5) days to determine if Lessor wants to remove the Discarded FF&E. Lessor’s failure to respond within the five (5) days following the written notice from Lessee will automatically allow Lessee to remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. If Lessor decides to accept the Discarded FF&E, Lessor will have up to twenty (20) days to remove the Discarded FF&E at Lessor’s sole cost and expense at a time mutually agreed to by the parties. If Lessor fails to remove the Discarded FF&E within the 20 day period, then Lessee may remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. The Lessor’s TI Contribution may be used for any out of pocket direct expenses related to the Lessee’s TI’s Assignment in the Premises, including: signage, moving costs, third party project management, wiring and cabling and alterations as described on Exhibit B.1form of Annex 3 hereto.

Tenant Improvements. “TI’s”): Lessor will complete the TI’s as described on Exhibit B, at Lessor’s sole cost and expense, within thirty (30) days After completion of the date Tenant's Work, Tenant may make non-structural improvements, additions, alterations or changes to the interior of the Lease (Leased Premises, or any part thereof not in excess of $~QQ~ with out the “Lessor’s TI’s”). In additionprior written consent of Landlord, Lessor which will fund up to Four Dollars per square foot (not be unreasonably withheld, Tenant shall not make structural alterations without the “Lessor’s TI Contribution”) consent of rentable space ($252,420) for TI’s to be completed by Lessee as described on Exhibit B.1 (the “Lessee’s TI’s”) All TI’s completed by Lessee Landlord, which consent shall be in Landlord's sole and absolute discretion. Tenant agrees to indemnify and save harmless the Landlord from all liens, claims or demands arising out of any work performed, materials furnished, or obligations incurred, by or for Tenant, upon the Premises during the Term. Tenant shall promptly pay all contractor and LEASE AGREEMENT --------------- materialmen working on the Premises on his account, so as to minimize the possibility of a lien attaching to any of the Building, including the Premises. Should any such lien be made or filed, Tenant shall notify Landlord immediately and bond against or discharge the same within 14 days after such lien is made or filed.Tenant's Work and other Tenant improvements, additions, alterations or changes to the Premises shall be done in a good and workmanlike manner that matches at least the current quality and type of finishes installed in the Premises as of the date of the Lease. Upon “Substantial Completion” of the TI’s completed by Lessee, which is defined as the time in which the City of Santa ▇▇▇▇▇ has signed off the building permit and completed the final inspection, Lessee will deliver the following documents to Lessor: “as built” drawings (hard copy and CAD), final signed off building permit, certificate of occupancy (collectively the “TI Documents”), and complete a walk through of the Premises with Lessor’s representatives. Lessor will fund the Lessor’s TI Contribution requested by Lessee, if any, within ten (10) days of receipt of the TI Documents. Subject to Lessor’s advance review and approval of Lessee’s TI’s, which shall not be unreasonably withheld and said plan review will be completed by Lessor within three (3) business days of receipt of the proposed plans from Lessee, and Lessee completing the Lessee’s TI’s done strictly in accordance with the terms laws and ordinances related thereto and shall comply with the Americans with Disabilities Act and Chapter 553, Florida Statutes, as each may be amended from time to time. Tenant shall require any contractor performing work on the Premises to obtain and maintain, at no expense to Landlord, in addition to worker's compensation insurance, as required by the state of Florida, all risk builder's insurance, naming the Landlord as loss payee, in the amount of the replacement cost of the applicable work (or such other amount reasonably required by Landlord) and commercial general liability insurance on an occurrence basis with a minimum combined single limit of Three-hundred thousand dollars($300,000) and such other insurance that is required by Landlord. Tenant shall further submit the names of all contractors, sub-contractors, and other entities utilized for the work for Landlord's approval prior to commencement of any work. In performing the work of any such alterations, additions or changes, Tenant shall have the work performed in a manner that will not obstruct the access to the Property of any other tenant of Landlord. Tenant, if not in default of this Lease, Lessee’s TI’s will not need may remove any work made by Tenant pursuant to be removed and this section upon the Premises will not need to be restored to the condition that existed prior to the Lessee’s TI’s at Lease termination. Lessor grants Lessee the right to use the furniture, racks, cubicles, cafeteria equipment, voice and data cabling, telephone/voice mail system, telephone handsets and UPS in the Premises as of the date termination of this Lease (the “FF&E”) during the Term of the Lease at no additional cost. Lessor and Lessee will jointly complete a physical inventory at a mutually agreeable time during normal business hours on or before the Commencement Date, of the FF&E as of the date of the Lease which will be incorporated in Exhibit C to this Lease. Lessee acknowledges that it accepts the existing FF&E in its “as is where is” condition, and to the extent required for Lessee’s continued use of the FF&E during the Lease Term or provided Tenant repairs any extension thereof, Lessee is solely responsible for all maintenance and repair of the FF&E. If Lessee determines prior to or during the Lease Term that it will not use certain FF&E (the “Discarded FF&E”), Lessee will notify Lessor in writing describing the Discarded FF&E. Lessor will have five (5) days to determine if Lessor wants to remove the Discarded FF&E. Lessor’s failure to respond within the five (5) days following the written notice from Lessee will automatically allow Lessee to remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. If Lessor decides to accept the Discarded FF&E, Lessor will have up to twenty (20) days to remove the Discarded FF&E at Lessor’s sole cost and expense at a time mutually agreed to damage caused by the parties. If Lessor fails to remove the Discarded FF&E within the 20 day period, then Lessee may remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. The Lessor’s TI Contribution may be used for any out of pocket direct expenses related to the Lessee’s TI’s in the Premises, including: signage, moving costs, third party project management, wiring and cabling and alterations as described on Exhibit B.1such removal.

Tenant Improvements. a. Lessee shall cause to be constructed tenant improvements in the Additional Premises and perform capital improvements at the Project (the “TI’sTenant Improvements”): ) at a cost to Lessor will complete not to exceed (a) Four Hundred Twenty-One Thousand Dollars ($421,000) (the TI’s “Base TI Allowance”) plus (b) if properly requested by Lessee pursuant to this Section 20(a), Two Hundred Fifty Thousand Dollars ($250,000) (the “Additional TI Allowance”), for a total of Six Hundred Seventy-One Thousand Dollars ($671,000). The Base TI Allowance, together with Additional TI Allowance (if properly requested by Lessee pursuant to this Section 20(a)), shall be referred to herein as described on Exhibit Bthe “TI Allowance.” The TI Allowance may be applied to the costs of (o) construction, at (p) space planning, architect, engineering and other related services performed by third parties unaffiliated with Lessee, (q) building permits and other taxes, fees, charges and levies by governmental authorities for permits or for inspections of the Tenant Improvements, and (r) costs and expenses for labor, material, equipment and fixtures. In no event shall the TI Allowance be used for (v) the cost of work that is not authorized by plans approved in advance in writing by Lessor (the “Approved Plans”), which approval shall not be unreasonably withheld by Lessor and shall be given or withheld within ten (10) business days after Lessor’s sole cost and expense, within thirty (30) days receipt of the date plans from Tenant, (w) payments to Lessee or any affiliates of Lessee, (x) the purchase of any furniture, personal property or other non-building system equipment, (y) costs resulting from any Default by Lessee of its obligations under the Amended Lease or (z) costs that are recoverable by Lessee from a third party (e.g., insurers, warrantors, or tortfeasors). b. Base Rent shall be increased to include the amount of the Additional TI Allowance disbursed by Lessor in accordance with this Amendment amortized over the Extension Term at a rate of nine percent (9%). Lessee shall have until December 31, 2009 (the “TI Deadline”), to expend the unused portion of the TI Allowance, after which date Lessor’s obligation to fund such costs shall expire. The amount by which Base Rent shall be increased shall be determined (and Base Rent shall be increased accordingly) as of the Additional Premises Rent Commencement Date and, if such determination does not reflect use by Lessee of all of the Additional TI Allowance, shall be determined again as of the TI Deadline, with Lessee paying (on the next succeeding day that Base Rent is due under the Amended Lease (the “Lessor’s TI’sTI True-Up Date”). In addition, Lessor will fund up to Four Dollars per square foot (the “Lessor’s TI Contribution”) of rentable space ($252,420) for TI’s to be completed by Lessee as described on Exhibit B.1 (the “Lessee’s TI’s”) All TI’s completed by Lessee shall be in a good workmanlike manner that matches at least the current quality and type of finishes installed in the Premises as any underpayment of the date of further adjusted Base Rent for the Lease. Upon “Substantial Completion” of period beginning on the TI’s completed by Lessee, which is defined as Additional Premises Rent Commencement Date and ending on the time in which the City of Santa TI True-Up Date. c. ▇▇▇▇▇▇ has signed off shall not be obligated to expend any portion of the building permit and completed Additional TI Allowance until Lessor shall have received from Lessee a letter in the final inspectionform attached as Exhibit B hereto executed by an authorized officer of Lessee. d. Promptly after completion of the Tenant Improvements, Lessee will shall deliver the following documents to Lessor: “as built” drawings Lessor (hard copy and CAD), final signed off building permit, i) a certificate of occupancy for the Additional Premises suitable for the Agreed Use and (collectively ii) a Certificate of Substantial Completion in the “TI Documents”), and complete a walk through form of the American Institute of Architects document G704, executed by the project architect and the general contractor. e. Lessee shall execute and deliver to Lessor written acknowledgment of the actual Additional Premises with Lessor’s representatives. Lessor will fund the Lessor’s TI Contribution requested by Lessee, if any, Rent Commencement Date within ten (10) days of receipt after Lessee takes occupancy of the TI DocumentsAdditional Premises for the Agreed Use, in the form attached as Exhibit C hereto. Subject Failure to execute and deliver such acknowledgment, however, shall not affect the Additional Premises Rent Commencement Date or Lessor’s advance review and approval of or Lessee’s TI’s, which liability hereunder. Failure by Lessee to obtain validation by any medical review board or other similar governmental licensing of the Additional Premises required for the Agreed Use by Lessee shall not be unreasonably withheld and said plan review will be completed by serve to extend the Additional Premises Rent Commencement Date. f. Prior to entering upon the Additional Premises, Lessee shall furnish to Lessor within three (3) business days evidence satisfactory to Lessor that insurance coverages required of receipt Lessee under the provisions of Section 8 of the proposed plans from Original 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 Base Rent or Lessee’s Share of Common Area Operating Expenses. g. Lessee, at its sole cost and Lessee completing expense (except for the Lessee’s TI’s Base TI Allowance and, if properly requested by Tenant, the Additional TI Allowance), shall complete the Tenant Improvements in all respects in accordance with the terms of this Lease, Lessee’s TI’s will not need to be removed and the Premises will not need to be restored to the condition that existed prior to the Lessee’s TI’s at Lease termination. Lessor grants Lessee the right to use the furniture, racks, cubicles, cafeteria equipment, voice and data cabling, telephone/voice mail system, telephone handsets and UPS in the Premises as provisions of the date of this Lease (the “FF&E”) during the Term of the Lease at no additional cost. Lessor and Lessee will jointly complete a physical inventory at a mutually agreeable time during normal business hours on or before the Commencement Date, of the FF&E as of the date of the Lease which will be incorporated in Exhibit C to this Amended Lease. Lessee acknowledges that it accepts the existing FF&E in The Tenant Improvements shall be deemed completed at such time as Lessee, at its “as is where is” condition, and to the extent required for Lessee’s continued use of the FF&E during the Lease Term or any extension thereof, Lessee is solely responsible for all maintenance and repair of the FF&E. If Lessee determines prior to or during the Lease Term that it will not use certain FF&E (the “Discarded FF&E”), Lessee will notify Lessor in writing describing the Discarded FF&E. Lessor will have five (5) days to determine if Lessor wants to remove the Discarded FF&E. Lessor’s failure to respond within the five (5) days following the written notice from Lessee will automatically allow Lessee to remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. If Lessor decides to accept the Discarded FF&E, Lessor will have up to twenty (20) days to remove the Discarded FF&E at Lessor’s sole cost and expense at a time mutually agreed (except for the Base TI Allowance and, if properly requested by Tenant, the Additional TI Allowance) shall furnish to Lessor (i) evidence satisfactory to Lessor that (A) the Tenant Improvements have been completed and paid for in full (which shall be evidenced by the parties. If Lessor fails to remove architect’s certificate of completion and the Discarded FF&E within general contractor’s and each Major Subcontractor’s and Major Supplier’s final waivers and releases of liens), (B) the 20 day periodTenant Improvements have been accepted by Lessor, then Lessee may remove (C) any and dispose of the Discarded FF&E at Lessee’s sole cost and expense. The Lessor’s TI Contribution may be used for any out of pocket direct expenses all liens related to the Lessee’s TI’s in the PremisesTenant Improvements have either been discharged of record (by payment, including: signagebond, moving costs, third party project management, wiring and cabling and alterations as described on Exhibit B.1.order

Tenant Improvements. “TI’s”): Lessor will complete (a) Landlord and Tenant each shall comply with the TI’s as described on provisions of Exhibit B, at Lessor’s sole cost and expense, within thirty (30) days B attached hereto. Tenant agrees to cooperate with Landlord in Landlord's construction of the date Tenant Finish Work, and Tenant shall not take any action which would impede or hinder Landlord's construction of the Lease (Tenant Finish Work. Tenant hereby grants to Landlord access to the “Lessor’s TI’s”). In additionExisting Space commencing on the date hereof, Lessor will fund up to Four Dollars per square foot (for the “Lessor’s TI Contribution”) of rentable space ($252,420) for TI’s to be completed by Lessee as described on Exhibit B.1 (the “Lessee’s TI’s”) All TI’s completed by Lessee shall be in a good workmanlike manner that matches at least the current quality and type of finishes installed in the Premises as purpose of the date construction of the Lease. Upon “Substantial Completion” Tenant Finish Work and performing the obligations of Landlord set forth in Exhibit B. Tenant acknowledges that (i) the construction of the TI’s completed by LesseeTenant Finish Work may affect Tenant's business, which is defined as the time in which the City of Santa ▇▇▇▇▇ has signed off the building permit and completed the final inspection, Lessee will deliver the following documents to Lessor: “as built” drawings (hard copy and CAD), final signed off building permit, certificate of occupancy (collectively the “TI Documents”), and complete a walk through of the Premises with Lessor’s representatives. Lessor will fund the Lessor’s TI Contribution requested by Lessee, if any, within ten (10ii) days of receipt of the TI Documents. Subject to Lessor’s advance review and approval of Lessee’s TI’s, which Landlord shall not be unreasonably withheld and said plan review will be completed by Lessor within three (3) business days of receipt of the proposed plans from Lesseeresponsible for any effect such construction may have on Tenant's business, and Lessee completing the Lessee’s TI’s (iii) any such disturbance or effect in accordance with the terms of this Lease, Lessee’s TI’s will (i) or (ii) shall not need to be removed and the Premises will not need to be restored to the condition that existed prior to the Lessee’s TI’s at Lease termination. Lessor grants Lessee the right to use the furniture, racks, cubicles, cafeteria equipment, voice and data cabling, telephone/voice mail system, telephone handsets and UPS in the Premises as of the date of this Lease (the “FF&E”) during the Term of constitute a default by Landlord under the Lease at no additional costas amended hereby. (b) THE EXPANSION SPACE SHALL BE FURNISHED TO TENANT AT THE EXPANSION DATE IN AN AS-IS CONDITION AND LANDLORD SHALL NOT BE OBLIGATED TO MAKE ANY IMPROVEMENTS THERETO EXCEPT AS MAY BE PROVIDED IN EXHIBIT B. NOR SHALL TENANT BE ENTITLED TO ANY ALLOWANCE WITH RESPECT THERETO. Lessor and Lessee will jointly complete a physical inventory at a mutually agreeable time during normal business hours on or before the Commencement DateADDITIONALLY, of the FF&E as of the date of the Lease which will be incorporated in Exhibit C to this LeaseLANDLORD MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE LEASEHOLD IMPROVEMENTS IN THE EXISTING SPACE OR THE EXPANSION SPACE. Lessee acknowledges that it accepts the existing FF&E in its “as is where is” conditionALL IMPLIED WARRANTIES WITH RESPECT THERETO, and to the extent required for Lessee’s continued use of the FF&E during the Lease Term or any extension thereofINCLUDING BUT NOT LIMITED TO THOSE OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, Lessee is solely responsible for all maintenance and repair of the FF&E. If Lessee determines prior to or during the Lease Term that it will not use certain FF&E (the “Discarded FF&E”), Lessee will notify Lessor in writing describing the Discarded FF&E. Lessor will have five (5) days to determine if Lessor wants to remove the Discarded FF&E. Lessor’s failure to respond within the five (5) days following the written notice from Lessee will automatically allow Lessee to remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. If Lessor decides to accept the Discarded FF&E, Lessor will have up to twenty (20) days to remove the Discarded FF&E at Lessor’s sole cost and expense at a time mutually agreed to by the parties. If Lessor fails to remove the Discarded FF&E within the 20 day period, then Lessee may remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. The Lessor’s TI Contribution may be used for any out of pocket direct expenses related to the Lessee’s TI’s in the Premises, including: signage, moving costs, third party project management, wiring and cabling and alterations as described on Exhibit B.1ARE EXPRESSLY NEGATED AND WAIVED.

Tenant Improvements. “TI’s”): Lessor will complete Section 24 of the TI’s as described on Exhibit Lease is hereby deleted in its ------------------- entirety and the following Section 24 is hereby substituted in lieu thereof: "Tenant shall construct the tenant improvements ("Improvements") for Premises A, Premises B, at Lessor’s sole cost Premises C and expensePremises D in accordance with the Work Letter Agreement attached hereto as Schedule 1. Landlord hereby grants to Tenant an ---------- allowance for the Improvements (the "Improvement Allowance") of Eighteen and 60/100 Dollars per square foot of space in the Premises. The Improvement Allowance shall only be used for the items specified in the Cost Breakdown as defined in the Work Letter Agreement. The Improvement Allowance for Premises A may only be used to construct Improvements to Premises A; the Improvement Allowance for Premises B may only be used to construct Improvements to Premises B; the Improvement Allowance for Premises C may only be used to construct Improvements to Premises C and the Improvement Allowance for Premises D may only be used to construct Improvements to Premises D. In addition thereto, if Tenant does not fully draw down the Improvement Allowance for a particular space within thirty one hundred twenty (30120) days of the date that particular Premises is delivered to Tenant, then any unused portion of the Lease (the “Lessor’s TI’s”). In addition, Lessor will fund up that particular Improvement Allowance shall not be paid or refunded to Four Dollars per square foot (the “Lessor’s TI Contribution”) Tenant or be available to Tenant as a credit against any obligations of rentable space ($252,420) for TI’s to be completed by Lessee as described on Exhibit B.1 (the “Lessee’s TI’s”) All TI’s completed by Lessee shall be in a good workmanlike manner that matches at least the current quality and type of finishes installed in the Premises as of the date of Tenant under the Lease. Upon “Substantial Completion” of Notwithstanding the TI’s completed by Lessee, which is defined as the time in which the City of Santa ▇▇▇▇▇ has signed off the building permit and completed the final inspection, Lessee will deliver the following documents to Lessor: “as built” drawings (hard copy and CAD), final signed off building permit, certificate of occupancy (collectively the “TI Documents”), and complete a walk through of the Premises with Lessor’s representatives. Lessor will fund the Lessor’s TI Contribution requested by Lesseeforegoing, if any, within ten (10) days of receipt of Tenant has not fully drawn down the TI Documents. Subject to Lessor’s advance review and approval of Lessee’s TI’s, which shall not be unreasonably withheld and said plan review will be completed by Lessor within three (3) business days of receipt of the proposed plans from Lessee, and Lessee completing the Lessee’s TI’s in accordance with the terms of this Lease, Lessee’s TI’s will not need to be removed and the Premises will not need to be restored to the condition that existed prior to the Lessee’s TI’s at Lease termination. Lessor grants Lessee the right to use the furniture, racks, cubicles, cafeteria equipment, voice and data cabling, telephone/voice mail system, telephone handsets and UPS in the Premises as of the date of this Lease (the “FF&E”) during the Term of the Lease at no additional cost. Lessor and Lessee will jointly complete Improvement Allowance for a physical inventory at a mutually agreeable time during normal business hours on or before the Commencement Date, of the FF&E as of the date of the Lease which will be incorporated in Exhibit C to this Lease. Lessee acknowledges that it accepts the existing FF&E in its “as is where is” condition, and to the extent required for Lessee’s continued use of the FF&E during the Lease Term or any extension thereof, Lessee is solely responsible for all maintenance and repair of the FF&E. If Lessee determines prior to or during the Lease Term that it will not use certain FF&E (the “Discarded FF&E”), Lessee will notify Lessor in writing describing the Discarded FF&E. Lessor will have five (5) days to determine if Lessor wants to remove the Discarded FF&E. Lessor’s failure to respond particular space within the five (5) days following the written notice from Lessee will automatically allow Lessee to remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. If Lessor decides to accept the Discarded FF&E, Lessor will have up to aforesaid one hundred twenty (20120) days to remove the Discarded FF&E at Lessor’s sole cost and expense at a time mutually agreed to by the parties. If Lessor fails to remove the Discarded FF&E within the 20 day period, then Lessee may remove and dispose but Tenant is diligently pursuing completion of the Discarded FF&E at Lessee’s sole cost and expense. The Lessor’s TI Contribution may be used for any out of pocket direct expenses related Tenant Improvements, Landlord shall grant Tenant such additional time as is reasonable to complete the Lessee’s TI’s in the Premises, including: signage, moving costs, third party project management, wiring and cabling and alterations as described on Exhibit B.1Improvements.

Tenant Improvements. “TI’s”): Lessor will complete (a) Landlord shall cause the TI’s as described on Exhibit Belectrical system, at Lessor’s sole cost plumbing and expense, within thirty (30) days of the date of the Lease (the “Lessor’s TI’s”). In addition, Lessor will fund up to Four Dollars per square foot (the “Lessor’s TI Contribution”) of rentable space ($252,420) for TI’s roof to be completed by Lessee as described on Exhibit B.1 (the “Lessee’s TI’s”) All TI’s completed by Lessee shall be in a good workmanlike manner that matches at least the current quality and type of finishes installed in the Premises operable condition and repair as of the date of the LeaseCommencement Date. Upon “Substantial Completion” of the TI’s completed by LesseeHowever, which is defined as the time in which the City of Santa ▇▇▇▇▇ has signed off the building permit and completed the final inspection, Lessee will deliver the following documents to Lessor: “as built” drawings (hard copy and CAD), final signed off building permit, certificate of occupancy (collectively the “TI Documents”), and complete a walk through of the Premises with Lessor’s representatives. Lessor will fund the Lessor’s TI Contribution requested by Lessee, if any, within ten (10) days of receipt of the TI Documents. Subject to Lessor’s advance review and approval of Lessee’s TI’s, which Landlord shall not be unreasonably withheld obligated to make any alteration or repair required as a result of improvements to be installed by Tenant in the Premises. Landlord shall be conclusively deemed to have satisfied the foregoing obligation unless Tenant identifies specific items of noncompliance by delivery of written notice to Landlord within sixty (60) days after the Commencement Date. Upon Landlord's correction of such items, Landlord's obligations under this subsection (a) shall be deemed fully satisfied. (b) Tenant shall install the ADA Improvements and said plan review will be completed HVAC Improvements shown on attached Exhibit C and Landlord shall reimburse Tenant up to $47,500 --------- for costs incurred by Lessor within three Tenant in connection with the ADA Improvements and up to $75,000 for costs incurred by Tenant in connection with the HVAC Improvements in accordance with Exhibit C. --------- (3c) business days of receipt Except as specified in subsections (a) above and (d) below, Tenant shall accept the Premises "as-is" and with all faults and Landlord shall have no obligations to improve or modify the Premises. (d) Landlord covenants and represents that it has full and complete authority to enter into this Lease under all of the proposed plans from Lesseeterms, covenants and Lessee completing provisions set forth herein and so long as Tenant performs each and every term, provision and condition herein contained on the Lessee’s TI’s part of Tenant to be performed, Tenant may peacefully and quietly enjoy the Premises in accordance with the terms of this Lease, Lessee’s TI’s will not need to be removed and the Premises will not need to be restored to the condition that existed prior to the Lessee’s TI’s at Lease termination. Lessor grants Lessee the right to use the furniture, racks, cubicles, cafeteria equipment, voice and data cabling, telephone/voice mail system, telephone handsets and UPS in the Premises as of the date of this Lease (the “FF&E”) during the Term of the Lease at no additional cost. Lessor and Lessee will jointly complete a physical inventory at a mutually agreeable time during normal business hours on or before the Commencement Date, of the FF&E as of the date of the Lease which will be incorporated in Exhibit C to this Lease. Lessee acknowledges that it accepts the existing FF&E in its “as is where is” condition, and to the extent required for Lessee’s continued use of the FF&E during the Lease Term or any extension thereof, Lessee is solely responsible for all maintenance and repair of the FF&E. If Lessee determines prior to or during the Lease Term that it will not use certain FF&E (the “Discarded FF&E”), Lessee will notify Lessor in writing describing the Discarded FF&E. Lessor will have five (5) days to determine if Lessor wants to remove the Discarded FF&E. Lessor’s failure to respond within the five (5) days following the written notice from Lessee will automatically allow Lessee to remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. If Lessor decides to accept the Discarded FF&E, Lessor will have up to twenty (20) days to remove the Discarded FF&E at Lessor’s sole cost and expense at a time mutually agreed to by the parties. If Lessor fails to remove the Discarded FF&E within the 20 day period, then Lessee may remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. The Lessor’s TI Contribution may be used for any out of pocket direct expenses related to the Lessee’s TI’s in the Premises, including: signage, moving costs, third party project management, wiring and cabling and alterations as described on Exhibit B.1.

Tenant Improvements. A. Except for the Scope of Work attached hereto as Exhibit “TI’sB” (“Landlord’s Work”): Lessor will complete ), Landlord shall have no obligation to perform any improvements to either the TIReconfigured Premises or to the Surrender Space. Notwithstanding anything to the contrary set forth in the Lease (as amended hereby), with the exception only of the Landlord’s Work as specifically described herein, Landlord shall have no obligation to construct any buildings, improvements or alterations, or to extend or provide any services on Exhibit Bor to the Reconfigured Premises or to or for the benefit of Tenant, at Lessoror to make any repairs or replacements to the Reconfigured Premises; and Landlord makes no warranty concerning the Reconfigured Premises or the Landlord’s sole Work, including without limitation any warranties of merchantability, habitability, fitness or any other condition thereof for any particular purpose. B. All work described in this Scope of Work shall be furnished, installed and shall be performed by Landlord, utilizing a general contractor selected by Landlord. C. In the event Tenant requests that Landlord perform any work to the Reconfigured Premises other than as specifically set forth herein, said work shall be considered a “Tenant Change Order” and Tenant shall pay any increase in the cost of constructing the Landlord’s Work (including, without limitation, additional architect’s fees) resulting from such Tenant Change Order. In constructing the Landlord’s Work, Landlord reserves the right to: (i) make substitutions of material of equivalent grade and expensequality when and if any specified material shall not be readily and reasonably available, and (ii) make changes necessitated by conditions met during the course of construction; provided, however, that Tenant’s approval of any substantial change shall first be obtained, which approval shall not be unreasonably withheld, conditioned or delayed. Tenant Change Orders shall not be permitted without the prior written approval of Landlord, which approval shall not be unreasonably withheld, conditioned or delayed by Landlord so long as the Tenant Change Order does not delay the construction of the Landlord’s Work. If Landlord approves any Tenant Change Order then, notwithstanding anything to the contrary contained herein, Tenant shall pay any increase in the cost of constructing the Landlord’s Work resulting from such Tenant Change Order within thirty (30) days after receipt of Landlord’s invoice therefor. As a condition to Landlord’s approval of any Tenant Change Order, Landlord may require that, prior to Landlord’s commencement of any work related to such Tenant Change Order, Tenant shall pay to Landlord one hundred percent (100%) of the date amount estimated by Landlord to become due to Landlord with respect to such Tenant Change Order, which prepaid amount shall be applied against the last of the Lease (the “Lessor’s TI’s”). In addition, Lessor will fund up costs incurred by Landlord with respect to Four Dollars per square foot (the “Lessor’s TI Contribution”) of rentable space ($252,420) for TI’s to be completed by Lessee as described on Exhibit B.1 (the “Lessee’s TI’s”) All TI’s completed by Lessee shall be in a good workmanlike manner that matches at least the current quality and type of finishes installed in the Premises as of the date of the Lease. Upon “Substantial Completion” of the TI’s completed by Lessee, which is defined as the time in which the City of Santa ▇▇▇▇▇ has signed off the building permit and completed the final inspection, Lessee will deliver the following documents to Lessor: “as built” drawings (hard copy and CAD), final signed off building permit, certificate of occupancy (collectively the “TI Documents”), and complete a walk through of the Premises with Lessor’s representatives. Lessor will fund the Lessor’s TI Contribution requested by Lessee, if any, within ten (10) days of receipt of the TI Documents. Subject to Lessor’s advance review and approval of Lessee’s TI’s, which shall not be unreasonably withheld and said plan review will be completed by Lessor within three (3) business days of receipt of the proposed plans from Lessee, and Lessee completing the Lessee’s TI’s in accordance with the terms of this Lease, Lessee’s TI’s will not need to be removed and the Premises will not need to be restored to the condition that existed prior to the Lessee’s TI’s at Lease termination. Lessor grants Lessee the right to use the furniture, racks, cubicles, cafeteria equipment, voice and data cabling, telephone/voice mail system, telephone handsets and UPS in the Premises as of the date of this Lease (the “FF&E”) during the Term of the Lease at no additional cost. Lessor and Lessee will jointly complete a physical inventory at a mutually agreeable time during normal business hours on or before the Commencement Date, of the FF&E as of the date of the Lease which will be incorporated in Exhibit C to this Lease. Lessee acknowledges that it accepts the existing FF&E in its “as is where is” condition, and to the extent required for Lessee’s continued use of the FF&E during the Lease Term or any extension thereof, Lessee is solely responsible for all maintenance and repair of the FF&E. If Lessee determines prior to or during the Lease Term that it will not use certain FF&E (the “Discarded FF&E”), Lessee will notify Lessor in writing describing the Discarded FF&E. Lessor will have five (5) days to determine if Lessor wants to remove the Discarded FF&E. Lessor’s failure to respond within the five (5) days following the written notice from Lessee will automatically allow Lessee to remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. If Lessor decides to accept the Discarded FF&E, Lessor will have up to twenty (20) days to remove the Discarded FF&E at Lessor’s sole cost and expense at a time mutually agreed to by the parties. If Lessor fails to remove the Discarded FF&E within the 20 day period, then Lessee may remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. The Lessor’s TI Contribution may be used for any out of pocket direct expenses related to the Lessee’s TI’s in the Premises, including: signage, moving costs, third party project management, wiring and cabling and alterations as described on Exhibit B.1such Tenant Change Order.

Tenant Improvements. “TI’s”): Lessor Subject to the terms and conditions set forth in this Article Sixteen, Landlord will complete the TI’s as described on Exhibit B, at Lessor’s sole cost and expense, within thirty (30) days of the date of the Lease provide Tenant with an improvement allowance (the “Lessor’s TI’s”). In addition, Lessor will fund "Tenant Improvement Allowance") of up to Four Two and 50/100 Dollars ($2.50) per square foot of the Property, for the costs relating to the initial design and construction of permanently affixed improvements (the “Lessor’s TI Contribution”"Tenant Improvements") to the Property desired to be made by Tenant. The Tenant Improvement Allowance may be used for any costs relating to the initial design and construction of the Tenant Improvements, including without limitation, architectural and engineering fees for preparation of preliminary space plans and architectural, electrical, mechanical and engineering working drawings and the contractor's fees. Tenant shall pay to Landlord a construction supervision fee, all or part of which may be paid out of the Tenant Improvement Allowance, in an amount equal to one percent (1%) of rentable space the Tenant Improvement Allowance amount. Prior to commencement of the Tenant Improvements, Tenant will furnish Landlord with all plans and specifications for the Tenant Improvements ($252,420collectively, the "Plans and Specifications") for TI’s to be completed by Lessee as described on Exhibit B.1 Landlord's approval (the “Lessee’s TI’s”) All TI’s completed by Lessee shall be in a good workmanlike manner that matches at least the current quality and type of finishes installed in the Premises as of the date of the Lease. Upon “Substantial Completion” of the TI’s completed by Lessee, which is defined as the time in which the City of Santa ▇▇▇▇▇ has signed off the building permit and completed the final inspection, Lessee will deliver the following documents to Lessor: “as built” drawings (hard copy and CAD), final signed off building permit, certificate of occupancy (collectively the “TI Documents”), and complete a walk through of the Premises with Lessor’s representatives. Lessor will fund the Lessor’s TI Contribution requested by Lessee, if any, within ten (10) days of receipt of the TI Documents. Subject to Lessor’s advance review and approval of Lessee’s TI’s, which shall not be unreasonably withheld and said plan review will be completed by Lessor within three or delayed). Within fourteen (314) business days of after receipt of the proposed plans from LesseePlans and Specifications, Landlord shall notify Tenant whether or not Landlord shall require Tenant to remove the initial Tenant Improvements to the Property at the expiration the Lease Term and Lessee completing restore the Lessee’s TI’s Property to the same condition as received. The Tenant Improvements shall be constructed in accordance with the approved Plans and Specifications by a contractor selected by Tenant and reasonably approved by Landlord, provided such contractor satisfies Landlord's insurance requirements. The Tenant Improvements shall be performed and completed in compliance with all applicable laws, codes, rules and regulations, including any permit requirements, without any unpaid claims for material, labor or supplies. Tenant shall furnish to Landlord executed construction permits and such invoices, affidavits, releases, and other documentation as Landlord may reasonably request, to be assured, to Landlord's satisfaction, that the Tenant Improvements have been completed in accordance with the Plans and Specifications approved by Landlord and have been paid for by Tenant. Provided Tenant complies with all of the terms and conditions of this Lease, Lessee’s TI’s will including but not need limited to, proof of payment of all bills and delivery to be removed Landlord of unconditional lien releases from all contractors, subcontractors and material suppliers, Landlord shall make progress payments to Tenant in accordance with Landlord's disbursement procedures for Tenant's costs incurred in connection with the Premises will Tenant Improvements up to an amount not need to be restored to exceed the condition that existed prior to the Lessee’s TI’s at Lease termination. Lessor grants Lessee the right to use the furniture, racks, cubicles, cafeteria equipment, voice and data cabling, telephone/voice mail system, telephone handsets and UPS in the Premises as amount of the date of this Lease (the “FF&E”) during the Term Tenant Improvement Allowance. Tenant will be responsible for paying all costs of the Lease at no additional cost. Lessor and Lessee will jointly complete a physical inventory at a mutually agreeable time during normal business hours on or before the Commencement Date, Tenant Improvements in excess of the FF&E as Tenant Improvement Allowance. If the cost of the date Tenant Improvements is less than the Tenant Improvement Allowance, Tenant shall not be entitled to any remaining portion of the Lease which will be incorporated in Exhibit C to Tenant Improvement Allowance or any credit, deduction or offset against rent or any other amounts due under this Lease. Lessee acknowledges that it accepts the existing FF&E in its “as is where is” condition, and to the extent required for Lessee’s continued use of the FF&E during the Lease Term or any extension thereof, Lessee is solely responsible for all maintenance and repair of the FF&E. If Lessee determines prior to or during the Lease Term that it will not use certain FF&E (the “Discarded FF&E”), Lessee will notify Lessor in writing describing the Discarded FF&E. Lessor will have five (5) days to determine if Lessor wants to remove the Discarded FF&E. Lessor’s failure to respond within the five (5) days following the written notice from Lessee will automatically allow Lessee to remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. If Lessor decides to accept the Discarded FF&E, Lessor will have up to twenty (20) days to remove the Discarded FF&E at Lessor’s sole cost and expense at a time mutually agreed to by the parties. If Lessor fails to remove the Discarded FF&E within the 20 day period, then Lessee may remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. The Lessor’s TI Contribution may be used for any out of pocket direct expenses related to the Lessee’s TI’s in the Premises, including: signage, moving costs, third party project management, wiring and cabling and alterations as described on Exhibit B.1.

Tenant Improvements. “TI’s”): Lessor will complete 2.1 In addition to Landlord’s Work, Tenant shall have the TI’s as described on Exhibit B, at Lessor’s sole cost and expense, within thirty (30) days right to make improvements to the interior of the date of the Lease Premises (the “Lessor’s TI’sTenant Improvements”). In addition, Lessor will fund up to Four Dollars per square foot (Tenant shall make the “Lessor’s TI Contribution”) of rentable space ($252,420) for TI’s to be completed by Lessee as described on Exhibit B.1 (the “Lessee’s TI’s”) All TI’s completed by Lessee shall be in a good workmanlike manner that matches Tenant Improvements at least the current quality and type of finishes installed in the Premises as of the date of the Lease. Upon “Substantial Completion” of the TI’s completed by Lessee, which is defined as the time in which the City of Santa ▇▇▇▇▇ has signed off the building permit and completed the final inspection, Lessee will deliver the following documents to Lessor: “as built” drawings (hard copy and CAD), final signed off building permit, certificate of occupancy (collectively the “TI Documents”), and complete a walk through of the Premises with Lessor’s representatives. Lessor will fund the Lessor’s TI Contribution requested by Lessee, if any, within ten (10) days of receipt of the TI Documents. Subject to Lessor’s advance review and approval of Lessee’s TI’s, which shall not be unreasonably withheld and said plan review will be completed by Lessor within three (3) business days of receipt of the proposed plans from Lessee, and Lessee completing the Lessee’s TI’s in accordance with the terms of this Lease, Lessee’s TI’s will not need to be removed and the Premises will not need to be restored to the condition that existed prior to the Lessee’s TI’s at Lease termination. Lessor grants Lessee the right to use the furniture, racks, cubicles, cafeteria equipment, voice and data cabling, telephone/voice mail system, telephone handsets and UPS in the Premises as of the date of this Lease (the “FF&E”) during the Term of the Lease at no additional cost. Lessor and Lessee will jointly complete a physical inventory at a mutually agreeable time during normal business hours on or before the Commencement Date, of the FF&E as of the date of the Lease which will be incorporated in Exhibit C to this Lease. Lessee acknowledges that it accepts the existing FF&E in its “as is where is” condition, and to the extent required for Lessee’s continued use of the FF&E during the Lease Term or any extension thereof, Lessee is solely responsible for all maintenance and repair of the FF&E. If Lessee determines prior to or during the Lease Term that it will not use certain FF&E (the “Discarded FF&E”), Lessee will notify Lessor in writing describing the Discarded FF&E. Lessor will have five (5) days to determine if Lessor wants to remove the Discarded FF&E. Lessor’s failure to respond within the five (5) days following the written notice from Lessee will automatically allow Lessee to remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. If Lessor decides to accept the Discarded FF&E, Lessor will have up to twenty (20) days to remove the Discarded FF&E at LessorTenant’s sole cost and expense (subject to the Tenant Improvement Allowance set forth below). All Tenant Improvements shall be 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 at all times be a complete unit except during the period of work. 2.2 Landlord grants to Tenant a one-time mutually agreed Tenant Improvement Allowance not to exceed a total of $25.00 per square foot, per suite ($218,950 for Suite 200 and $246,925 for Suite 210) for the Tenant’s Improvements, including any applicable soft costs. Said allowance shall be disbursed for each suite upon presentation by Tenant to Landlord of: (i) copies of Tenant’s paid invoices for costs associated with Tenant Improvements to the partiesapplicable suite; and (ii) all applicable unconditional final lien waivers. If Lessor fails Tenant does not utilize the Tenant Improvement Allowance for either suite by December 31, 2017, the Tenant Improvement Allowance for the applicable suite shall become null and void and Tenant shall forever lose its right to remove the Discarded FF&E within the 20 day period, then Lessee may remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. The Lessor’s TI Contribution may be used for any out of pocket direct expenses related to the Lessee’s TI’s in the Premises, including: signage, moving costs, third party project management, wiring and cabling and alterations as described on Exhibit B.1utilize said allowance.

Tenant Improvements. “TI’s”): Lessor will complete the TI’s as described on Exhibit B, at Lessor’s sole cost and expense, within thirty (30) days of On the date of hereof, Borrowers shall deposit with Lender $33,319.00 which shall be referred to as the Lease "PREEO FUNDS" and Lender shall transfer such amount into a Subaccount (the “Lessor’s TI’s”"TENANT IMPROVEMENT RESERVE SUBACCOUNT"). In addition, Lessor will fund up to Four Dollars per square foot (the “Lessor’s TI Contribution”) of rentable space ($252,420) for TI’s to be completed by Lessee as described on Exhibit B.1 (the “Lessee’s TI’s”) All TI’s completed by Lessee The Preeo Funds shall be used to reimburse Borrowers and/or to pay, in a good workmanlike manner accordance with the terms and conditions set forth in this Agreement, for the reasonable costs and expenses incurred by Borrowers in completing the tenant improvements under Paragraph 4 of that matches at least the current quality certain Second Amendment to Lease Agreement dated January 22, 2003 between MG-Alamo, LLC, as landlord, and type of finishes installed in the Premises as of the date of the Lease. Upon “Substantial Completion” of the TI’s completed by Lessee, which is defined as the time in which the City of Santa Preeo ▇▇▇▇▇▇▇▇▇ has signed off the building permit and completed the final inspection, Lessee will deliver the following documents to Lessor: “as built” drawings Green & Egle. P.C. (hard copy and CAD"Preeo"), final signed off building permitas tenant (the "PREEO LEASE"). Provided that no Event of Default has occurred and is continuing, certificate Lender shall disburse funds held in the Tenant Improvement Reserve Subaccount to Borrowers, within 15 days after the delivery by Borrowers to Lender of occupancy a request therefor (collectively the “TI Documents”but not more often than once per month), in increments of at least $5,000, provided (i) such request includes an estoppel from Preeo certifying that all construction to be performed and complete a walk through of all improvements to be installed under the Premises with Lessor’s representatives. Lessor will fund the Lessor’s TI Contribution requested Preeo Lease have been completed and fully accepted by LesseePreeo, if any, within ten and that there are no defaults under such lease (10) days of receipt of the TI Documents. Subject to Lessor’s advance review and approval of Lessee’s TI’snor does there exist any event or condition, which with the passage of time or the giving of notice, or both, could result in such a default); (ii) Lender shall not be unreasonably withheld have (if it desires) verified (by an inspection conducted at Borrowers' expense) performance of any construction work associated with such work; and said plan review (iii) the request for disbursement is accompanied by (A) an Officer's Certificate certifying (1) that such funds will be completed by Lessor within three used only to pay (or reimburse Borrowers for) tenant improvements under the Preeo Lease, (2) that all outstanding trade payables (other than those not yet due and payable or those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in full, and (3) business days that the same has not been the subject of receipt of the proposed plans from Lesseea previous disbursement, and Lessee completing (B) reasonably detailed supporting documentation as to the Lessee’s TI’s in accordance with the terms amount, necessity and purpose therefor. Any such disbursement of more than $10,000 to pay (rather than reimburse) tenant improvements under this LeaseSection may, Lessee’s TI’s will not need at Lender's option, be made by joint check payable to be removed Borrowers and the Premises will not need to be restored to the condition that existed prior to the Lessee’s TI’s at Lease termination. Lessor grants Lessee the right to use the furniture, racks, cubicles, cafeteria equipment, voice and data cabling, telephone/voice mail system, telephone handsets and UPS in the Premises as payee of the date of this Lease (the “FF&E”) during the Term of the Lease at no additional cost. Lessor and Lessee will jointly complete a physical inventory at a mutually agreeable time during normal business hours on or before the Commencement Date, of the FF&E as of the date of the Lease which will be incorporated in Exhibit C to this Lease. Lessee acknowledges that it accepts the existing FF&E in its “as is where is” condition, and to the extent required for Lessee’s continued use of the FF&E during the Lease Term or any extension thereof, Lessee is solely responsible for all maintenance and repair of the FF&E. If Lessee determines prior to or during the Lease Term that it will not use certain FF&E (the “Discarded FF&E”), Lessee will notify Lessor in writing describing the Discarded FF&E. Lessor will have five (5) days to determine if Lessor wants to remove the Discarded FF&E. Lessor’s failure to respond within the five (5) days following the written notice from Lessee will automatically allow Lessee to remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. If Lessor decides to accept the Discarded FF&E, Lessor will have up to twenty (20) days to remove the Discarded FF&E at Lessor’s sole cost and expense at a time mutually agreed to by the parties. If Lessor fails to remove the Discarded FF&E within the 20 day period, then Lessee may remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. The Lessor’s TI Contribution may be used for any out of pocket direct expenses related to the Lessee’s TI’s in the Premises, including: signage, moving costs, third party project management, wiring and cabling and alterations as described on Exhibit B.1such tenant improvements.

Tenant Improvements. The contractor constructing the Improvements (as such term is defined in Exhibit A attached hereto) in the Premises shall be selected pursuant to a procedure whereby the Final Plans and Specifications (as such term is defined in Exhibit A attached hereto and incorporated herein by this reference) are submitted to a contractor selected by Landlord (which may or may not be P.L.E. Builders, Inc.) and any three (3) of the general contractors selected by Tenant and subject to Landlord’s prior written approval (collectively, the “TI’sApproved Contractors”): Lessor will ), who shall be requested to each submit to Landlord and to Tenant a sealed fixed price contract bid to construct the Improvements designated on the final Plans and Specifications on bid forms reasonably approved by Landlord Tenant shall select one of the Approved Contractors to construct the Improvements, it being expressly understood and agreed that Tenant shall not be required to select the lowest price bidder. Each bid from the contractors shall specify any allowances for exclusions and shall further provide that said bids are without overtime premiums or bonuses necessary to complete the TI’s Improvements in accordance with the terms hereof. The contractor selected shall construct the Improvements in the Premises in accordance with Exhibit A attached hereto and made a part hereof. The schedule for pre-construction tasks (including selection of the architect and general contractor) and construction of the Improvements shall be in accordance with the construction schedule set forth on Schedule 2 to Exhibit A attached hereto and made a part hereof (“Construction Schedule”). All Improvements shall be constructed in material compliance with all Laws (including, without limitation, all laws pertaining to fire-life safety and the Americans with Disabilities Act of 1990, as described on Exhibit Bamended (“ADA”), at LessorTenant’s sole cost and expense, within thirty which cost may be deducted from the Allowance (30as defined on Exhibit A). The foregoing requirement shall not in any way limit any of Landlord’s obligations under Section 6(b) days of this Second Amendment. Notwithstanding any contrary provision of the date Lease, Tenant shall have no obligation to remove any of the Improvements, including any built-in or systems furniture, unless, solely with respect to an Extraordinary Improvement (as hereinafter defined), at the time Landlord reviews the final Plans and Specifications Landlord delivers notice to Tenant identifying one or more Extraordinary Improvements that Landlord will require to be removed upon the expiration or earlier termination of the Lease (or with respect to any space that is surrendered by Tenant in connection with a permitted contraction of space, upon the effective date of such contraction), at Tenant’s expense. As used herein, an “Lessor’s TI’s”Extraordinary Improvement” shall mean any raised flooring, interior stairwell, vaults, special fire suppression or security systems, any uninterruptible power supply system or similar power supply back up system. Landlord waives any right to require that Tenant, upon the expiration or earlier termination of the Lease (or with respect to any space that is surrendered by Tenant in connection with a permitted contraction of space, upon the effective date of such contraction). In addition, Lessor will fund up to Four Dollars per square foot (the “Lessor’s TI Contribution”) remove any of rentable space ($252,420) for TI’s to be completed by Lessee as described on Exhibit B.1 (the “Lessee’s TI’s”) All TI’s completed by Lessee shall be in a good workmanlike manner that matches at least the current quality and type of finishes installed improvements existing in the Premises as of the date of the Lease. Upon “Substantial Completion” of the TI’s completed by Lessee, which this Second Amendment is defined as the time in which the City of Santa ▇▇▇▇▇ has signed off the building permit and completed the final inspection, Lessee will deliver the following documents to Lessor: “as built” drawings (hard copy and CAD), final signed off building permit, certificate of occupancy (collectively the “TI Documents”), and complete a walk through of the Premises with Lessor’s representatives. Lessor will fund the Lessor’s TI Contribution requested by Lessee, if any, within ten (10) days of receipt of the TI Documents. Subject to Lessor’s advance review and approval of Lessee’s TI’s, which shall not be unreasonably withheld and said plan review will be completed by Lessor within three (3) business days of receipt of the proposed plans from Lessee, and Lessee completing the Lessee’s TI’s in accordance with the terms of this Lease, Lessee’s TI’s will not need to be removed and the Premises will not need to be restored to the condition that existed prior to the Lessee’s TI’s at Lease termination. Lessor grants Lessee the right to use the furniture, racks, cubicles, cafeteria equipment, voice and data cabling, telephone/voice mail system, telephone handsets and UPS in the Premises as of the date of this Lease (the “FF&E”) during the Term of the Lease at no additional cost. Lessor and Lessee will jointly complete a physical inventory at a mutually agreeable time during normal business hours on or before the Commencement Date, of the FF&E as of the date of the Lease which will be incorporated in Exhibit C to this Lease. Lessee acknowledges that it accepts the existing FF&E in its “as is where is” condition, and to the extent required for Lessee’s continued use of the FF&E during the Lease Term or any extension thereof, Lessee is solely responsible for all maintenance and repair of the FF&E. If Lessee determines prior to or during the Lease Term that it will not use certain FF&E (the “Discarded FF&E”), Lessee will notify Lessor in writing describing the Discarded FF&E. Lessor will have five (5) days to determine if Lessor wants to remove the Discarded FF&E. Lessor’s failure to respond within the five (5) days following the written notice from Lessee will automatically allow Lessee to remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. If Lessor decides to accept the Discarded FF&E, Lessor will have up to twenty (20) days to remove the Discarded FF&E at Lessor’s sole cost and expense at a time mutually agreed to by the parties. If Lessor fails to remove the Discarded FF&E within the 20 day period, then Lessee may remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. The Lessor’s TI Contribution may be used for any out of pocket direct expenses related to the Lessee’s TI’s in the Premises, including: signage, moving costs, third party project management, wiring and cabling and alterations as described on Exhibit B.1executed.

Tenant Improvements. “TI’s”): Lessor Tenant will complete furnish or perform those items of construction and those improvements (the TI’s as described on "Tenant Improvements") specified or referenced in Exhibit B2 attached hereto. Landlord shall pay for the Tenant Improvements up to a maximum amount of $1,760,000.00 (the "TI Allowance"), at Lessor’s sole cost and expense, within thirty (30) days in no event shall Landlord have any obligation to pay for any costs of the date Tenant Improvements in excess of such amount. If the cost of the Tenant Improvements exceeds such amount, any estimated overage in excess of such amount shall be paid by Tenant. Further, Tenant shall repay Landlord for $1,337,600.00 ($19 psf) of the TI Allowance, together with interest at 10.75% per annum, in equal monthly installments over the Lease Term of $28,923.00 (the "TI Amortization"). Tenant shall have the right to select its own contractors subject to Landlord's consent of such contractors, which shall not be unreasonably withheld. -4- <PAGE> ADDENDUM II LETTER OF CREDIT FOR ADDITIONAL SECURITY DEPOSIT ATTACHED TO AND A PART OF THE LEASE AGREEMENT DATED APRIL 16, 1996, BETWEEN SECURITY CAPITAL INDUSTRIAL TRUST and INSYNC SYSTEMS, INC. The Additional Security Deposit shall be in the form of an unconditional, irrevocable letter of credit from a bank reasonably acceptable to Landlord. The letter of credit shall either provide that it does not expire until the end of the Lease (term or, if it is for less than the “Lessor’s TI’s”). In additionfull term of the Lease, Lessor will fund up to Four Dollars per square foot (the “Lessor’s TI Contribution”) of rentable space ($252,420) for TI’s to be completed by Lessee as described on Exhibit B.1 (the “Lessee’s TI’s”) All TI’s completed by Lessee shall be in a good workmanlike manner that matches renewed by Tenant at least 30 days prior to its expiration during the current quality and type of finishes installed in the Premises as of the date term of the Lease. Upon “Substantial Completion” The letter of credit shall provide that it may be drawn down upon by Landlord at any time Landlord delivers its site draft to the bank. If Landlord sells or conveys the Premises, Tenant shall, at Landlord's request, cooperate in having the letter of credit transferred to the purchaser. If the letter of credit is ever drawn upon by Landlord pursuant to the terms of the TI’s completed by LesseeLease and this Addendum, which is defined as the time in which the City of Santa ▇▇▇▇▇ has signed off the building permit and completed the final inspection, Lessee will deliver the following documents to Lessor: “as built” drawings (hard copy and CAD), final signed off building permit, certificate of occupancy (collectively the “TI Documents”), and complete a walk through of the Premises with Lessor’s representatives. Lessor will fund the Lessor’s TI Contribution requested by Lessee, if any, Tenant shall within ten (10) days thereafter cause the letter of receipt credit to be restored to its original amount. The form of the TI DocumentsLetter of Credit, Sight Draft, Drawing Request and Notice of Assignment are attached hereto as Annex II-1, II-2, II-3 and II-4 respectively. Subject Landlord will release the letter of credit after three years provided Tenant meets the following criteria: 1. Timely compliance with all lease terms during the three years; 2. An increase in gross sales and net worth by 50% over the three years (using as a base year the financial statements attached as Annex II-6), as established by audited financial statements; 3. No decrease in operating margin during the period; 4. No increase in the debt-to-total-capital ratio over the period. Further, the Letter of Credit shall be reduced annually on a pro rata basis in accordance with Annex II-5. <PAGE> ANNEX II-1 FORM OF LETTER OF CREDIT [LETTERHEAD OF LETTER OF CREDIT BANK] [DATE] Security Capital Industrial Trust ▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇ ▇▇▇ Re: Irrevocable Transferrable Letter of Credit No._______________________________________ Beneficiary: By order of our client, Insync Systems, Inc. (the "Applicant"), we hereby establish this Irrevocable Transferrable Letter of Credit No.______________________________in your favor for an amount up to Lessor’s advance review but not exceeding the aggregate sum of Six Hundred Thirty-Five Thousand and approval of Lessee’s TI’s, which shall not be unreasonably withheld and said plan review will be completed by Lessor within three No/100 Dollars (3$635,000) business days of receipt of the proposed plans (as reduced from Lessee, and Lessee completing the Lessee’s TI’s time to time in accordance with the terms hereof, the "Letter of Credit Amount"), effective immediately, and expiring on the close of business at our office at the address set forth above one year from the date hereof unless renewed as hereinafter provided. Funds under this Lease, Lessee’s TI’s will not need Letter of Credit are available to be removed and the Premises will not need to be restored to the condition that existed you on or prior to the Lessee’s TI’s at Lease termination. Lessor grants Lessee the right to use the furniture, racks, cubicles, cafeteria equipment, voice and data cabling, telephone/voice mail system, telephone handsets and UPS expiry date against presentation by you of your (i) sight drafts drawn on us in the Premises form of Annex 1 hereto, indicating this Letter of Credit number and (ii) request in the form of Annex 2 hereto (such sight draft and request, together referred to as a "Drawing Request"), sight draft(s), completed and signed by one of your officers. Presentation of your Drawing Requests may be made by you to us at the address set forth above or may be made by facsimile transmission, to the following facsimile number_____________________________. You may present to us one or more Drawing Requests from time to time prior to the expiry date in an aggregate amount not to exceed the Letter of Credit Amount then in effect (it being understood that the honoring by us of each Drawing Request shall reduce the Letter of Credit Amount then in effect). This Letter of Credit will be automatically renewed for a one-year period upon the expiration date set forth above and upon each anniversary of such date, unless at least sixty (60) days prior to such expiration date, or prior to any anniversary of such date, we notify both you and the Applicant in writing by certified mail that we elect not to so renew the Letter of Credit. This Letter of Credit sets forth in full the terms of our undertaking and such undertaking shall not in any way be modified, amended or amplified by reference to any document or instrument referred to herein or in which this Letter of Credit is referred to or to which this Letter of Credit relates, and no such reference shall be deemed to incorporate herein by reference any document or instrument. All bank charges and commissions incurred in this transaction are for the Applicant's account. This Letter of Credit is transferrable by you and your successors and assigns any number of times in its entirety and not in part, but only by delivery to us of a Notice of Assignment in the form of Annex 3 hereto. <PAGE> We hereby agree with the drawers, endorsers, and bona fide holders of drafts drawn under and in compliance with the terms of this Letter of Credit that such drafts will be duly honored upon presentation to the drawee from our own funds and not the funds of the date of this Lease (Applicant and shall be available to such drawers, endorsers, and bona fide holders, as the “FF&E”) during the Term of the Lease at no additional cost. Lessor and Lessee will jointly complete a physical inventory at a mutually agreeable time during normal business hours case may be, on or before noon, New York time, on the Commencement DateBusiness Day (defined below) next following the date on which such drafts are received by us. "Business Day" shall mean any day which is not a Saturday, Sunday or day on which we are required or authorized by law to be closed in New York, New York. To the extent not inconsistent with the express terms hereof, this Letter of Credit shall be governed by, and construed in accordance with, the terms of the FF&E Uniform Customs and Practice for Commercial Documentary Credits (1993 Revision), I.C.C. Publication No. 500 (the "UCP 500") and as to matters not governed by the UCP 500, this Letter of Credit shall be governed by and construed in accordance with the laws of the date State of the Lease which will be incorporated in Exhibit C to this LeaseNew York. Lessee acknowledges that it accepts the existing FF&E in its “as is where is” conditionVery truly yours, and [NAME OF LETTER OF CREDIT BANK] By: ___________________________ Name: Title: -2- <PAGE> ANNEX II-2 SIGHT DRAFT ________,199_ For value received, at sight pay to the extent required for Lessee’s continued use order of SECURITY CAPITAL INDUSTRIAL TRUST, the FF&E during the Lease Term or any extension thereofsum of [Amount in words] [Amount in Figures] United States Dollars drawn under [Name of Letter of Credit Bank] Irrevocable Transferrable Letter of Credit No. _________________dated ____________, Lessee is solely responsible for all maintenance and repair 199___________. SECURITY CAPITAL INDUSTRIAL TRUST By: _____________________________ Name: Title: -3- <PAGE> ANNEX II-3 DRAWING REQUEST _______, 199_ [NAME AND ADDRESS OF LETTER OF CREDIT BANK] Re: Irrevocable Transferable Letter of the FF&E. If Lessee determines prior to or during the Lease Term that it will not use certain FF&E Credit No._____(the "Letter of Credit") The undersigned (the “Discarded FF&E”"Beneficiary"), Lessee will notify Lessor in writing describing hereby certifies to [Name of Letter of Credit Bank] (the Discarded FF&E. Lessor will have five (5"Issuer") days to determine if Lessor wants to remove the Discarded FF&E. Lessor’s failure to respond within the five (5) days following the written notice from Lessee will automatically allow Lessee to remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. If Lessor decides to accept the Discarded FF&E, Lessor will have up to twenty (20) days to remove the Discarded FF&E at Lessor’s sole cost and expense at a time mutually agreed to by the parties. If Lessor fails to remove the Discarded FF&E within the 20 day period, then Lessee may remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. The Lessor’s TI Contribution may be used for any out of pocket direct expenses related to the Lessee’s TI’s in the Premises, including: signage, moving costs, third party project management, wiring and cabling and alterations as described on Exhibit B.1.that:

Tenant Improvements. “TI’s”): Lessor will complete the TI’s as described on Exhibit BLandlord and Tenant, at Lessor’s their respective sole cost and expense, within thirty (30) days agree to provide all improvements to the Building and Leased Premises in accordance with their respective obligations set forth in Exhibit B. If Landlord has not delivered the Lease Premises to Tenant in the Delivery Condition on or before the first anniversary of the Effective Date, provided such date shall be extended on a day-for-day basis as a result of Force Majeure and Tenant Delay (as may be extended, the “Termination Election Date”), then the Tenant shall have the right, but not the obligation, to deliver a written notice of termination of this Lease within five (5) Business Days of the Lease Termination Election Date; provided however, if (i) Tenant fails to deliver such written termination notice within such five (5) Business Day period, or (ii) Landlord delivers the “LessorLeased Premises in the Delivery Condition prior to Tenant’s TI’s”). In additiondelivery of such written termination notice, Lessor will fund up to Four Dollars per square foot (the “Lessor’s TI Contribution”) of rentable space ($252,420) for TI’s to be completed by Lessee as described on Exhibit B.1 (the “Lessee’s TI’s”) All TI’s completed by Lessee then Tenant shall be in a good workmanlike manner that matches at least the current quality deemed to have affirmatively elected not to so terminate this Lease, and type of finishes installed in the Premises as of the date of the Lease. Upon “Substantial Completion” of the TI’s completed by Lessee, which is defined as the time in which the City of Santa ▇▇▇▇▇ has signed off ▇▇’s termination right hereunder shall expire and be of no further force or effect. If Tenant timely delivers such termination notice prior to the building permit occurrence under subsection (i) or (ii) in the preceding sentence, then this Lease shall terminate and completed the final inspection, Lessee will deliver parties hereto shall be immediately released of all obligations and liabilities under the following documents to Lessor: “as built” drawings (hard copy and CAD), final signed off building permit, certificate terms of occupancy (collectively the “TI Documents”)this Lease except those that expressly survive termination or expiration of this Lease, and complete a walk through of the Premises with Lessor’s representatives. Lessor will fund the Lessor’s TI Contribution requested by Lessee, if any, Landlord shall within ten (10) days of receipt Business Days refund to Tenant all of the TI Documents. Subject to Lessor’s advance review Security Deposit and approval of Lessee’s TI’s, which shall not be unreasonably withheld and said plan review will be completed by Lessor within three (3) business days of receipt of the proposed plans from Lessee, and Lessee completing the Lessee’s TI’s in accordance with the terms of this Lease, Lessee’s TI’s will not need to be removed and the Premises will not need to be restored prepaid Rent delivered to the condition that existed prior to the Lessee’s TI’s at Lease termination. Lessor grants Lessee the right to use the furniture, racks, cubicles, cafeteria equipment, voice and data cabling, telephone/voice mail system, telephone handsets and UPS in the Premises as of the date of this Lease (the “FF&E”) during the Term of the Lease at no additional cost. Lessor and Lessee will jointly complete a physical inventory at a mutually agreeable time during normal business hours on or before the Commencement Date, of the FF&E as of the date of the Lease which will be incorporated in Exhibit C to this Lease. Lessee acknowledges that it accepts the existing FF&E in its “as is where is” condition, and to the extent required for Lessee’s continued use of the FF&E during the Lease Term or any extension thereof, Lessee is solely responsible for all maintenance and repair of the FF&E. If Lessee determines prior to or during the Lease Term that it will not use certain FF&E (the “Discarded FF&E”), Lessee will notify Lessor in writing describing the Discarded FF&E. Lessor will have five (5) days to determine if Lessor wants to remove the Discarded FF&E. Lessor’s failure to respond within the five (5) days following the written notice from Lessee will automatically allow Lessee to remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. If Lessor decides to accept the Discarded FF&E, Lessor will have up to twenty (20) days to remove the Discarded FF&E at Lessor’s sole cost and expense at a time mutually agreed to by the parties. If Lessor fails to remove the Discarded FF&E within the 20 day period, then Lessee may remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. The Lessor’s TI Contribution may be used for any out of pocket direct expenses related to the Lessee’s TI’s in the Premises, including: signage, moving costs, third party project management, wiring and cabling and alterations as described on Exhibit B.1Landlord.

Tenant Improvements. Tenant shall be entitled to a one-time improvement allowance (the “TI’sExtension Term Allowance”): Lessor will complete ) in the TIamount of up to $490,662.00 (i.e., $18.00 per rentable square foot of the Premises) to be used for costs reasonably related to the design and construction of Tenant’s improvements that are to be permanently affixed to the Premises (collectively, the “Tenant Improvements”). Notwithstanding anything to the contrary contained herein, Tenant must request payment of all or any portion of the Extension Term Allowance, provide all documentation required under this Section below and satisfy all conditions set forth in this Section below on or before December 31, 2016 or the Extension Term Allowance, or such portion thereof, shall be deemed waived with no further obligation by Landlord with respect thereto. In no event shall Landlord be obligated to make disbursements pursuant to this Section 4 in a total amount that exceeds the Extension Term Allowance or at any time Tenant is in default under the Lease, and in no event shall Tenant be entitled to any excess, credit, deduction or offset against Rent for any unused portion of the Extension Term Allowance. Tenant shall be responsible for and shall pay all costs of the Tenant Improvements in excess of the Extension Term Allowance. All Tenant Improvements shall be deemed Landlord’s property under the terms of the Lease. Tenant’s choice of architect/space planner, contractor(s) and subcontractor(s) shall be subject to Landlord’s prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed. Prior to commencement of construction of any Tenant Improvements, Tenant shall provide Landlord with (i) plans and specifications for Landlord’s approval, which approval shall not be unreasonably withheld, conditioned or delayed, and (ii) copies of the bids for the Tenant Improvements from all of Tenant’s contractors and subcontractors. All Tenant Improvements shall be constructed in accordance with such plans and specifications approved by Landlord, using materials and finishes comparable to the materials and finishes currently in the Premises, and shall be performed and completed in compliance with all laws, free of liens and without any claims for unpaid bills for material, labor or supplies. Landlord’s review of any plans and specifications as described on Exhibit Bset forth in this Section shall be for its sole purpose and shall not imply Landlord’s review of the same, at Lessoror obligate Landlord to review the same, for quality, design, compliance with law or other like matters (accordingly, notwithstanding that any plans and specifications are reviewed by Landlord or its space planner, architect, engineers and consultants, and notwithstanding any advice or assistance that may be rendered to Tenant by Landlord or Landlord’s sole space planner, architect, engineers and consultants, Landlord shall have no liability whatsoever in connection therewith and shall not be responsible for any omissions or errors contained in such plans and specifications). Tenant or its general contractor shall carry “Builder’s All Risk” or “Installation Floater” insurance in a commercially reasonable amount covering the construction of the Tenant Improvements, it being understood and agreed that the Tenant Improvements shall be insured by Tenant pursuant to the Lease immediately upon completion thereof. Such insurance shall include such extended coverage endorsements as may be reasonably required by Landlord. Tenant’s contractor(s) and subcontractor(s) shall be licensed and carry worker’s compensation insurance covering all of their respective employees, and shall also carry commercial general liability insurance, including property damage, all with commercially reasonable limits in form and with companies as are reasonably approved by Landlord. Tenant’s contractor(s) and subcontractor(s) shall submit to Landlord a Certificate of Insurance naming Landlord, Landlord’s property management company and any other parties designated by Landlord as additional insureds. Tenant shall furnish to Landlord executed construction permits, evidence reasonably satisfactory to Landlord of final inspections of the Tenant Improvements of any governmental agencies having jurisdiction over the Premises, and such invoices, certifications, affidavits, lien releases, and other documentation as Landlord may reasonably request, to be assured, to Landlord’s reasonable satisfaction, that the Tenant Improvements have been completed in compliance with laws and in accordance with the plans and specifications approved by Landlord and have been paid for by Tenant. Tenant shall pay (which payment may be in the form of a credit against the Extension Term Allowance) a construction coordination fee (the “Landlord Coordination Fee”) to Landlord in an amount equal to the product of (i) one percent (1%) and (ii) an amount equal to the total actual cost of the Tenant Improvements. Landlord shall pay the Extension Term Allowance as follows: Not more than once in any thirty (30) day period during the construction of the Tenant Improvements, Tenant shall deliver to Landlord: (i) a request for payment of the amounts due to Tenant’s contractors and expensevendors, within in a form reasonably acceptable to Landlord, showing a schedule, by subtrade, of the percentage of completion of the Tenant Improvements, detailing the portion of the work completed and the portion not completed (the “Payment Request”); (ii) invoices from all of Tenant’s contractors and vendors for labor rendered and materials delivered to the Premises that reflect costs included in the Payment Request; (iii) executed conditional (with respect to the work that is the subject of the Payment Request in question) or unconditional (with respect to the work that is the subject of the immediately prior Payment Request) mechanics lien releases from all such contractors and vendors in a form reasonably acceptable to Landlord; and (iv) all other information reasonably requested by Landlord. The Payment Request shall be deemed Tenant’s acceptance and approval of the work furnished and/or the materials supplied as set forth in such Payment Request. Within thirty (30) days of the date Landlord’s receipt of the Lease items set forth in subsections (i) through (iv) above Landlord shall deliver, after payment of the Landlord Coordination Fee, a check to Tenant in payment of the lesser of: (A) the amounts so requested by Tenant, less a ten percent (10%) retention (the “Lessor’s TI’s”). In addition, Lessor will fund up aggregate amount of such retentions to Four Dollars per square foot (be known as the “Lessor’s TI Contribution”) of rentable space ($252,420) for TI’s to be completed by Lessee as described on Exhibit B.1 (the “Lessee’s TI’s”) All TI’s completed by Lessee shall be in a good workmanlike manner that matches at least the current quality and type of finishes installed in the Premises as of the date of the Lease. Upon “Substantial Completion” of the TI’s completed by Lessee, which is defined as the time in which the City of Santa ▇▇▇▇▇ has signed off the building permit and completed the final inspection, Lessee will deliver the following documents to Lessor: “as built” drawings (hard copy and CAD), final signed off building permit, certificate of occupancy (collectively the “TI DocumentsFinal Retention”), and complete a walk through or (B) the balance of any remaining available portion of the Premises Extension Term Allowance (not including the Final Retention), as applicable, provided that (a) Landlord does not dispute any Payment Request based on non-compliance of any work with Lessorthe approved plans and specifications or due to any substandard work, or for any other reason, and (b) an Event of Default is not occurring. If Landlord withholds payment pursuant to (b) above, Landlord shall promptly make such payment to Tenant if, and only if, Tenant cures such Event of Default. Landlord’s representatives. Lessor will fund the Lessorpayment of such amounts shall not be deemed Landlord’s TI Contribution requested by Lessee, if any, within ten (10) days of receipt approval or acceptance of the TI Documentswork furnished or materials supplied as set forth in any Payment Request. Subject to Lessorthe foregoing, a check for the Final Retention payable to Tenant shall be delivered by Landlord to Tenant following the completion of construction of the Tenant Improvements, provided that (i) Tenant delivers to Landlord properly executed unconditional mechanics lien releases for all portions of the Tenant Improvements for which Tenant has not previously delivered an unconditional mechanics lien release in a form reasonably acceptable to Landlord, (ii) Landlord has determined that no substandard work exists which adversely affects the Building systems, the structure or exterior appearance of the Building, or any other tenant’s advance review use of such other tenant’s leased premises in the Building, (iii) Tenant’s architect delivers to Landlord a certificate, in a form reasonably acceptable to Landlord, certifying that the construction of the Tenant Improvements has been substantially completed, (iv) Tenant delivers a copy of Tenant’s recorded, valid “Notice of Completion,” and approval (v) no Event of Lessee’s TI’sDefault is occurring. Tenant hereby acknowledges that Tenant will be performing the Tenant Improvement work during the Term, which and Tenant shall not be unreasonably withheld and said plan review will be completed by Lessor within three (3) business days entitled to any abatement or reduction of receipt of the proposed plans from Lessee, and Lessee completing the Lessee’s TI’s Rent in accordance connection with the terms of this Lease, Lessee’s TI’s will not need such work or to be removed and the Premises will not need to be restored to the condition that existed prior to the Lessee’s TI’s at Lease termination. Lessor grants Lessee the right to use the furniture, racks, cubicles, cafeteria equipment, voice and data cabling, telephone/voice mail system, telephone handsets and UPS any change in the Premises as of the date of this Lease (the “FF&E”) during the Extension Term of the Lease at no additional cost. Lessor and Lessee will jointly complete a physical inventory at a mutually agreeable time during normal business hours on or before the Commencement Date, nor shall any such work be deemed an eviction, actual or constructive, of Tenant. In the FF&E event Tenant elects to construct or install the Tenant Improvements, Tenant shall prosecute such construction or installation continuously and diligently to completion as of the date of the Lease which will be incorporated in Exhibit C to soon as reasonably possible. The rights granted under this Lease. Lessee acknowledges that it accepts the existing FF&E in its “as is where is” condition, and Section are personal to the extent required for Lessee’s continued use of the FF&E during the Lease Term Named Tenant and shall not be applicable to any other Tenant, assignee, subtenant or any extension thereof, Lessee is solely responsible for all maintenance and repair of the FF&E. If Lessee determines prior to other transferee or during the Lease Term that it will not use certain FF&E (the “Discarded FF&E”), Lessee will notify Lessor in writing describing the Discarded FF&E. Lessor will have five (5) days to determine if Lessor wants to remove the Discarded FF&E. Lessor’s failure to respond within the five (5) days following the written notice from Lessee will automatically allow Lessee to remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. If Lessor decides to accept the Discarded FF&E, Lessor will have up to twenty (20) days to remove the Discarded FF&E at Lessor’s sole cost and expense at a time mutually agreed to by the parties. If Lessor fails to remove the Discarded FF&E within the 20 day period, then Lessee may remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. The Lessor’s TI Contribution may be used for any out of pocket direct expenses related to the Lessee’s TI’s in the Premises, including: signage, moving costs, third party project management, wiring and cabling and alterations as described on Exhibit B.1successor.

Tenant Improvements. “TI’s”): Lessor will complete The parties shall comply with the TI’s terms and conditions and deadlines set forth in the Work Agreement attached hereto as described on Exhibit BB and in the construction manual for the Building, at Lessor’s sole cost and expense, within thirty (30) days of the date of the Lease which is incorporated herein by this reference (the “Lessor’s TI’s”). In addition, Lessor will fund up to Four Dollars per square foot (the “Lessor’s TI ContributionConstruction Manual”) with respect to design and construction of rentable space ($252,420) for TI’s to be completed by Lessee as described on Exhibit B.1 (Tenant Improvements in the Premises. As used in this Lease, “Lessee’s TI’s”) All TI’s completed by Lessee Tenant Improvements” shall be in a good workmanlike manner that matches at least the current quality and type of finishes installed mean all improvements in the Premises in addition to the Base Building (as defined in Exhibit B), including Building Standard Improvements (as defined in Exhibit B) and Above Standard Improvements (as defined in Exhibit B), and specifically including the following: the construction of a training room and the installation of interior doors including three HIPAA-compliant security doors in the Premises. Except for construction of the date (i) Tenant Improvements, and (ii) improvements included as Landlord Work as defined in Section 2.1 of Exhibit B to this Lease, both as depicted in the preliminary Space Plan attached as Exhibit A-1, Landlord shall have no obligations whatsoever to construct any improvements to the Premises and Tenant accepts the Premises “AS IS”, “WHERE IS” and “WITH ANY AND ALL FAULTS”, and Landlord neither makes nor has made any representations or warranties, express or implied, with respect to the quality, suitability or fitness thereof of the LeasePremises, or the condition or repair thereof. Upon “Substantial Completion” Tenant taking possession of the TI’s completed by LesseePremises shall be conclusive evidence for all purposes of ▇▇▇▇▇▇'s acceptance of the Premises in good order and satisfactory condition, which is defined as and in a state and condition satisfactory, acceptable and suitable for Tenant's use pursuant to this Lease, unless Tenant provides notice to Landlord to the time in which contrary. Notwithstanding the City foregoing or any other provisions of Santa this Lease to the contrary, if ▇▇▇▇▇▇ has signed off the building permit and completed the final inspection, Lessee will deliver the following documents to Lessor: “as built” drawings (hard copy and CAD), final signed off building permit, certificate of occupancy (collectively the “TI Documents”), and complete a walk through of discovers any defects in the Premises (collectively, “latent defects”) during the first 90 days following the Delivery Date, Tenant shall have the right, by written notice to Landlord, to require Landlord to correct such latent defects as are set forth in particularity in the Tenant’s notice and which have not been exacerbated by the acts or omissions of Tenant, its agents, contractors or employees. Landlord shall promptly repair any such latent defects of which the Tenant has timely notified the Landlord in accordance with Lessor’s representativesthis Section 12.1. Lessor will fund Landlord shall be solely responsible for the Lessor’s TI Contribution requested by Lesseedesign, if any, within ten (10) days permitting and construction of receipt of the TI Documents. Subject to Lessor’s advance review and approval of Lessee’s TI’s, which shall not be unreasonably withheld and said plan review will be completed by Lessor within three (3) business days of receipt of the proposed plans from Lessee, and Lessee completing the Lessee’s TI’s all Tenant Improvements in accordance with the terms of this LeaseWork Agreement, Lessee’s TI’s will not need to be removed which total cost (including the Construction Management Fee and the Premises will not need to be restored to the condition that existed prior to the Lessee’s TI’s at Lease termination. Lessor grants Lessee the right to use the furnitureany other fees, racks, cubicles, cafeteria equipment, voice and data cabling, telephone/voice mail system, telephone handsets and UPS in the Premises as of the date of this Lease (the “FF&E”) during the Term of the Lease at no additional cost. Lessor and Lessee will jointly complete a physical inventory at a mutually agreeable time during normal business hours on or before the Commencement Date, of the FF&E as of the date of the Lease which will be incorporated in Exhibit C to this Lease. Lessee acknowledges that it accepts the existing FF&E in its “as is where is” condition, and to the extent required for Lessee’s continued use of the FF&E during the Lease Term or any extension thereof, Lessee is solely responsible for all maintenance and repair of the FF&E. If Lessee determines prior to or during the Lease Term that it will not use certain FF&E (the “Discarded FF&E”), Lessee will notify Lessor in writing describing the Discarded FF&E. Lessor will have five (5) days to determine if Lessor wants to remove the Discarded FF&E. Lessor’s failure to respond within the five (5) days following the written notice from Lessee will automatically allow Lessee to remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. If Lessor decides to accept the Discarded FF&E, Lessor will have up to twenty (20) days to remove the Discarded FF&E at Lessor’s sole cost and expense at a time mutually agreed to by the parties. If Lessor fails to remove the Discarded FF&E within the 20 day period, then Lessee may remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. The Lessor’s TI Contribution may be used for any out of pocket direct expenses related to the Lessee’s TI’s in the Premises, including: signage, moving costs, third party project management, wiring and cabling and alterations as described on Exhibit B.1.or expenses incurred by Landlord in connection with the Tenant Improvements) shall not exceed the maximum amount set forth in Section

Tenant Improvements. “TI’s”): Lessor will complete Landlord and Tenant have approved the TI’s as described on Exhibit B, at Lessor’s sole cost and expense, within thirty (30) days of the date of the Lease (the “Lessor’s TI’s”). In addition, Lessor will fund up to Four Dollars per square foot (the “Lessor’s TI Contribution”) of rentable space ($252,420) plan for TI’s to be completed by Lessee as described on Exhibit B.1 (the “Lessee’s TI’s”) All TI’s completed by Lessee shall be in a good workmanlike manner that matches at least the current quality and type of finishes installed in the Premises as of the date of the Lease. Upon “Substantial Completion” of the TI’s completed prepared by Lessee, which is defined as the time in which the City of Santa ▇▇▇▇▇ has signed off ▇▇▇▇▇▇▇▇ Watford Architects, dated December 9, 2019, a copy of which is attached hereto as Schedule 1 (the building permit “Space Plan”). Within five (5) days of request of Landlord, Tenant shall cooperate in good faith with Landlord’s architects and completed 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 inspectionarchitectural working drawings in a form which is complete to allow subcontractors to bid on the work and to obtain all applicable permits and in a manner consistent with, Lessee will deliver and which are a logical extension of, the following documents to Lessor: “as built” drawings Space Plan (hard copy and CAD)collectively, final signed off building permit, certificate of occupancy (collectively the “TI DocumentsApproved Working Drawings”), and complete a walk through which Approved Working Drawings shall include the Turnkey Scope of Work set forth on Schedule 1. Landlord shall construct the improvements in the Premises with Lessor’s representatives(the "Tenant Improvements") pursuant to the Approved Working Drawings. Lessor will fund the Lessor’s TI Contribution requested by Lessee, if any, within ten (10) days of receipt of the TI Documents. Subject to Lessor’s advance review and approval of Lessee’s TI’s, which All such Tenant Improvements shall not be unreasonably withheld and said plan review will be completed to Landlord's "Building standard" condition in "Building standard" finishes to be designated by Lessor Tenant, subject to availability, within three (3) business days following demand by Landlord. Tenant shall make no changes or modifications to (i) the Space Plan or (ii) once completed, the Approved Working Drawings, without the prior written consent of receipt 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 proposed plans from Lessee, and Lessee completing the Lessee’s TI’s Premises (unless Tenant agrees in accordance with writing that the terms of this Lease, Lessee’s TI’s will not need to be removed and Section 4.2 apply thereto) or increase the Premises will not need to be restored to cost of designing or constructing the condition that existed prior to the Lessee’s TI’s at Lease termination. Lessor grants Lessee the right to use the furniture, racks, cubicles, cafeteria equipment, voice and data cabling, telephone/voice mail system, telephone handsets and UPS in the Premises as of the date of this Lease (the “FF&E”) during the Term of the Lease at no additional cost. Lessor and Lessee will jointly complete a physical inventory at a mutually agreeable time during normal business hours on or before the Commencement Date, of the FF&E as of the date of the Lease which will be incorporated in Exhibit C to this Lease. Lessee acknowledges that it accepts the existing FF&E in its “as is where is” condition, and to the extent required for Lessee’s continued use of the FF&E during the Lease Term or any extension thereof, Lessee is solely responsible for all maintenance and repair of the FF&E. If Lessee determines prior to or during the Lease Term that it will not use certain FF&E (the “Discarded FF&E”), Lessee will notify Lessor in writing describing the Discarded FF&E. Lessor will have five (5) days to determine if Lessor wants to remove the Discarded FF&E. Lessor’s failure to respond within the five (5) days following the written notice from Lessee will automatically allow Lessee to remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. If Lessor decides to accept the Discarded FF&E, Lessor will have up to twenty (20) days to remove the Discarded FF&E at Lessor’s sole cost and expense at a time mutually agreed to by the parties. If Lessor fails to remove the Discarded FF&E within the 20 day period, then Lessee may remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. The Lessor’s TI Contribution may be used for any out of pocket direct expenses related to the Lessee’s TI’s in the Premises, including: signage, moving costs, third party project management, wiring and cabling and alterations as described on Exhibit B.1Tenant Improvements.

Tenant Improvements. Tenant shall remain in possession of the Original Premises in its “TI’s”): Lessor will complete as-is” condition without (i) any obligation on Landlord’s part, except for Landlord’s repair and maintenance obligations under the TIOriginal Lease, to undertake any improvements or alterations in or to the Original Premises; or (ii) any obligation on Landlord’s part, except for the Improvement Allowance (as described defined in the Work Agreement (hereinafter defined)) to be provided by Landlord pursuant to the Work Agreement, pay for any improvements or alterations in or to the Original Premises; or (iii) any representations or warranties regarding the condition thereof. Landlord shall deliver the Expansion Space to Tenant in its “as-is” condition without (a) any obligation on Exhibit BLandlord’s part, except for (1) any Landlord’s Repair Work and the cure of any Latent Defects, all in accordance with the terms and provisions of Paragraph 3, above, and (2) Landlord’s repair and maintenance obligations under the Original Lease (except as otherwise expressly set forth in this Second Amendment), to undertake any improvements or alterations in or to the Expansion Space; or (b) any obligation on Landlord’s part, except for the Improvement Allowance to be provided by Landlord pursuant to the Work Agreement, pay for any improvements or alterations in or to the Expansion Space; or (c) except as otherwise specifically set forth in this Second Amendment, any representations or warranties regarding the condition thereof. Tenant shall, at LessorTenant’s sole cost and expense, within thirty (30) days subject to the application of the date of Improvement Allowance, construct in the Lease Premises the Tenant Improvements (as defined in the Work Agreement) described in the Work Agreement attached hereto as Exhibit B (the “Lessor’s TI’s”). In addition, Lessor will fund up to Four Dollars per square foot (the “Lessor’s TI Contribution”) of rentable space ($252,420) for TI’s to be completed by Lessee as described on Exhibit B.1 (the “Lessee’s TI’s”) All TI’s completed by Lessee shall be in a good workmanlike manner that matches at least the current quality and type of finishes installed in the Premises as of the date of the Lease. Upon “Substantial Completion” of the TI’s completed by Lessee, which is defined as the time in which the City of Santa ▇▇▇▇▇ has signed off the building permit and completed the final inspection, Lessee will deliver the following documents to Lessor: “as built” drawings (hard copy and CAD), final signed off building permit, certificate of occupancy (collectively the “TI DocumentsWork Agreement”), in accordance with the terms and complete a walk through conditions of the Premises with LessorWork Agreement. The Tenant Improvements shall be subject to Landlord’s representatives. Lessor will fund the Lessor’s TI Contribution requested by Lessee, if any, within ten (10) days of receipt of the TI Documents. Subject to Lessor’s advance review and prior written approval of Lessee’s TI’s, which shall not be unreasonably withheld and said plan review will be completed by Lessor within three (3) business days of receipt of the proposed plans from Lessee, and Lessee completing the Lessee’s TI’s in accordance with the terms of this Leasethe Work Agreement attached hereto as Exhibit B and shall comply with all applicable Legal Requirements. The cost of all design, Lessee’s TI’s will not need to be removed architectural and the Premises will not need to be restored to the condition that existed prior to the Lessee’s TI’s at Lease termination. Lessor grants Lessee the right to use the furnitureengineering work, racksdemolition costs, cubiclesconstruction costs, cafeteria equipmentconstruction supervision, voice contractors’ overhead and data cablingprofit, telephone/voice mail system, telephone handsets licenses and UPS in the Premises as of the date of this Lease (the “FF&E”) during the Term of the Lease at no additional cost. Lessor and Lessee will jointly complete a physical inventory at a mutually agreeable time during normal business hours on or before the Commencement Date, of the FF&E as of the date of the Lease which will be incorporated in Exhibit C to this Lease. Lessee acknowledges that it accepts the existing FF&E in its “as is where is” conditionpermits, and to all other costs and expenses incurred in connection with the extent required for Lessee’s continued use of the FF&E during the Lease Term or any extension thereof, Lessee is solely responsible for all maintenance and repair of the FF&E. If Lessee determines prior to or during the Lease Term that it will not use certain FF&E (the “Discarded FF&E”), Lessee will notify Lessor in writing describing the Discarded FF&E. Lessor will have five (5) days to determine if Lessor wants to remove the Discarded FF&E. Lessor’s failure to respond within the five (5) days following the written notice from Lessee will automatically allow Lessee to remove and dispose of the Discarded FF&E Tenant Improvements shall be at LesseeTenant’s sole cost and expense. If Lessor decides , subject to accept the Discarded FF&E, Lessor will have up to twenty (20) days to remove the Discarded FF&E at Lessor’s sole cost and expense at a time mutually agreed to by the parties. If Lessor fails to remove the Discarded FF&E within the 20 day period, then Lessee may remove and dispose application of the Discarded FF&E at Lessee’s sole cost and expenseImprovement Allowance. The Lessor’s TI Contribution may be used for any out of pocket direct expenses related Landlord shall disburse the Improvement Allowance as provided in the Work Agreement. All costs incurred with respect to the Lessee’s TI’s Tenant Improvements in excess of the Improvement Allowance shall be paid by Tenant as provided in the Premises, including: signage, moving costs, third party project management, wiring Work Agreement. Any portion of the Improvement Allowance not expended by Tenant in undertaking the Tenant Improvements and cabling the Expansion Space HVAC System Work within nineteen (19) months after the Effective Date shall be retained by Landlord and alterations as described on Exhibit B.1Tenant shall have no further right or claim to such retained portion of Improvement Allowance.

Tenant Improvements. “TI’s”): Lessor will complete (a) Landlord and Tenant each shall comply with the TI’s as described on provisions of Exhibit B, at Lessor’s sole cost and expense, within thirty (30) days B attached hereto. Tenant agrees to cooperate with Landlord in Landlord's construction of the date Tenant Finish Work, and Tenant shall not take any action which would impede or hinder Landlord's construction of the Lease (Tenant Finish Work. Tenant hereby grants to Landlord access to the “Lessor’s TI’s”). In additionExisting Space commencing on the date thereof, Lessor will fund up to Four Dollars per square foot (for the “Lessor’s TI Contribution”) of rentable space ($252,420) for TI’s to be completed by Lessee as described on Exhibit B.1 (the “Lessee’s TI’s”) All TI’s completed by Lessee shall be in a good workmanlike manner that matches at least the current quality and type of finishes installed in the Premises as purpose of the date construction of the Lease. Upon “Substantial Completion” Tenant Finish Work and performing the obligations of Landlord set forth in Exhibit B. Tenant acknowledges that (i) the construction of the TI’s completed by LesseeTenant Finish Work may affect Tenant's business, which is defined as the time in which the City of Santa ▇▇▇▇▇ has signed off the building permit and completed the final inspection, Lessee will deliver the following documents to Lessor: “as built” drawings (hard copy and CAD), final signed off building permit, certificate of occupancy (collectively the “TI Documents”), and complete a walk through of the Premises with Lessor’s representatives. Lessor will fund the Lessor’s TI Contribution requested by Lessee, if any, within ten (10ii) days of receipt of the TI Documents. Subject to Lessor’s advance review and approval of Lessee’s TI’s, which Landlord shall not be unreasonably withheld and said plan review will be completed by Lessor within three (3) business days of receipt of the proposed plans from Lesseeresponsible for any effect such construction may have on Tenant's business, and Lessee completing the Lessee’s TI’s in accordance with the terms of this Lease(iii) any such (b) THE EXPANSION SPACE SHALL BE FURNISHED TO TENANT AT THE EXPANSION DATE IN AN AS-IS CONDITION AND LANDLORD SHALL NOT BE OBLIGATED TO MAKE ANY IMPROVEMENTS THERETO EXCEPT AS MAY BE PROVIDED IN EXHIBIT B, Lessee’s TI’s will not need to be removed and the Premises will not need to be restored to the condition that existed prior to the Lessee’s TI’s at Lease terminationNOR SHALL TENANT BE ENTITLED TO ANY ALLOWANCE WITH RESPECT THERETO. Lessor grants Lessee the right to use the furnitureADDITIONALLY, racksLANDLORD MAKES NO WARRANTIES, cubiclesEXPRESS OR IMPLIED, cafeteria equipmentWITH RESPECT TO THE LEASEHOLD IMPROVEMENTS IN THE EXISTING SPACE OR THE EXPANSION SPACE. ALL IMPLIED WARRANTIES WITH RESPECT THERETO, voice and data cablingINCLUDING BUT NOT LIMITED TO THOSE OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, telephone/voice mail system, telephone handsets and UPS in the Premises as of the date of this Lease (the “FF&E”) during the Term of the Lease at no additional cost. Lessor and Lessee will jointly complete a physical inventory at a mutually agreeable time during normal business hours on or before the Commencement Date, of the FF&E as of the date of the Lease which will be incorporated in Exhibit C to this Lease. Lessee acknowledges that it accepts the existing FF&E in its “as is where is” condition, and to the extent required for Lessee’s continued use of the FF&E during the Lease Term or any extension thereof, Lessee is solely responsible for all maintenance and repair of the FF&E. If Lessee determines prior to or during the Lease Term that it will not use certain FF&E (the “Discarded FF&E”), Lessee will notify Lessor in writing describing the Discarded FF&E. Lessor will have five (5) days to determine if Lessor wants to remove the Discarded FF&E. Lessor’s failure to respond within the five (5) days following the written notice from Lessee will automatically allow Lessee to remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. If Lessor decides to accept the Discarded FF&E, Lessor will have up to twenty (20) days to remove the Discarded FF&E at Lessor’s sole cost and expense at a time mutually agreed to by the parties. If Lessor fails to remove the Discarded FF&E within the 20 day period, then Lessee may remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. The Lessor’s TI Contribution may be used for any out of pocket direct expenses related to the Lessee’s TI’s in the Premises, including: signage, moving costs, third party project management, wiring and cabling and alterations as described on Exhibit B.1ARE EXPRESSLY NEGATED AND WAIVED.

Tenant Improvements. Tenant shall accept the Premises “TI’s”): Lessor will complete as is” with no representations or allowances except: (a) Landlord acknowledges the TIexistence of cracks in the floor of the Premises, which have been investigated by Terracon and a copy of such consultant’s as described on Exhibit Bwritten report dated June 6, 2003 has been provided to Tenant, all at Landlord’s sole cost and expense; (b) Landlord shall repair those existing cracks in the floor of the Premises which interfere with Tenant’s use and enjoyment (i.e., those affecting the smooth operation of a forklift; not hairline cracks), at LessorLandlord’s sole cost and expense, within thirty one hundred fifty (30150) days from the execution hereof provided Tenant’s Operations Manager allows reasonable access to perform such work; (c) Landlord and Tenant’s Operations Manager shall conduct quarterly inspections of the date floor and any such future cracks to the floor of the Lease (the “LessorPremises not caused by Tenant shall be repaired in a commercially reasonable time period by Landlord at Landlord’s TI’s”). In additionsole cost and expense, Lessor will fund up to Four Dollars per square foot (the “Lessor’s TI Contribution”) of rentable space ($252,420) for TI’s with any such future repairs to be completed by Lessee as described coordinated and planned with Tenant’s Operations Manager; and (d) Landlord shall be responsible for: (i) performing the work on Exhibit B.1 A attached hereto and made a part hereof on or before one hundred twenty (120) days from the “Lessee’s TI’s”execution hereof assuming no delays occur in the permitting process; and (ii) All TI’s completed by Lessee shall be in providing to Tenant a good workmanlike manner that matches at least Tenant Improvement Allowance of $225,000.00 to reimburse Tenant for refurbishment and renovation of the current quality and type of finishes installed existing office space in the Premises as and construction of the date an additional 5,000 square feet of the Lease. Upon “Substantial Completion” of the TI’s completed by Lessee, which is defined as the time in which the City of Santa ▇▇▇▇▇ has signed off the building permit and completed the final inspection, Lessee will deliver the following documents to Lessor: “as built” drawings (hard copy and CAD), final signed off building permit, certificate of occupancy (collectively the “TI Documents”), and complete a walk through of office space within the Premises with Lessor’s representatives. Lessor will fund the Lessor’s TI Contribution requested and such other capital improvements as may be approved in writing by Lessee, if any, within ten Landlord (10) days of receipt of the TI Documents. Subject to Lessor’s advance review and approval of Lessee’s TI’s, which shall not be unreasonably withheld withheld, delayed or denied) provided, however, such Tenant Improvement Allowance must be used before January 1, 2006 and said plan review will be completed by Lessor within three (3) business days the parties must execute a Work Letter Agreement substantially in the form of receipt Exhibit “B” attached hereto and made a part hereof. If the cost of the proposed plans from LesseeWork (as defined in the Work Letter Agreement) exceeds $225,000.00, and Lessee completing the LesseeLandlord shall, at Tenant’s TI’s in accordance with the terms request, provide an additional allowance of this Lease, Lessee’s TI’s will not need up to be removed and the Premises will not need to be restored $50,000.00 provided Tenant enters into an amendment to the condition that existed prior Lease increasing the Base Rent by a sum sufficient to repay this $50,000.00 (or so much thereof as Tenant requests) over the Lessee’s TI’s at Lease termination. Lessor grants Lessee the right to use the furniture, racks, cubicles, cafeteria equipment, voice and data cabling, telephone/voice mail system, telephone handsets and UPS in the Premises as of the date of this Lease (the “FF&E”) during the Term of the Lease at no additional cost. Lessor and Lessee will jointly complete a physical inventory at a mutually agreeable time during normal business hours on or before the Commencement Date, of the FF&E as of the date of the Lease which will be incorporated in Exhibit C to this Lease. Lessee acknowledges that it accepts the existing FF&E in its “as is where is” condition, and to the extent required for Lessee’s continued use of the FF&E during the remaining Lease Term or any extension thereof, Lessee is solely responsible for all maintenance together with interest thereon at six percent (6%) per annum. Landlord shall use commercially reasonable efforts to minimize disruptions in Tenant’s work flow and repair of the FF&E. If Lessee determines prior will make such efforts to or during the Lease Term that it will not use certain FF&E (the “Discarded FF&E”), Lessee will notify Lessor in writing describing the Discarded FF&E. Lessor will have five (5) days schedule contractor work at times convenient to determine if Lessor wants to remove the Discarded FF&E. Lessor’s failure to respond within the five (5) days following the written notice from Lessee will automatically allow Lessee to remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. If Lessor decides to accept the Discarded FF&E, Lessor will have up to twenty (20) days to remove the Discarded FF&E at Lessor’s sole cost and expense at a time mutually agreed to by the parties. If Lessor fails to remove the Discarded FF&E within the 20 day period, then Lessee may remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. The Lessor’s TI Contribution may be used for any out of pocket direct expenses related to the Lessee’s TI’s in the Premises, including: signage, moving costs, third party project management, wiring and cabling and alterations as described on Exhibit B.1Tenant.

Tenant Improvements. Landlord shall provide Tenant with an improvement allowance of up to Nine Thousand Six Hundred Four Dollars ($9,604.00) (the “TI’sAllowance”): Lessor will complete ), for Tenant to make certain improvements to the TI’s as described Offer Space (the “Tenant Improvements.”) All Tenant Improvements proposed to be performed by Tenant shall be performed in accordance with Section 9.3 of the Original Lease, and otherwise in accordance with all applicable laws and regulations pertaining thereto. No portion of the Allowance may be spent on Exhibit Bpersonal property or fixtures which Tenant may remove upon expiration or termination of this Lease, at Lessor’s sole cost it being understood and expenseagreed that the Allowance shall only be spent on permanent changes or alterations to the Offer Space. Tenant shall provide Landlord with bills, invoices or other evidence reasonably satisfactory to Landlord of sums expended by Tenant on the Tenant Improvements, and Landlord shall reimburse Tenant within thirty (30) days following receipt of such bills, invoices or such other evidence. In no event shall Landlord be required to reimburse Tenant for any amounts in excess of the date Allowance. Any part of the Lease (Allowance not spent by Tenant on the “Lessor’s TI’s”). In addition, Lessor will fund up to Four Dollars per square foot (the “Lessor’s TI Contribution”) of rentable space ($252,420) for TI’s to be completed by Lessee as described on Exhibit B.1 (the “Lessee’s TI’s”) All TI’s completed by Lessee Tenant Improvements shall be in a good workmanlike manner that matches at least the current quality sole property of Landlord and type of finishes installed in the Premises as of the date of the Lease. Upon “Substantial Completion” of the TI’s completed by Lessee, which is defined as the time in which the City of Santa ▇▇▇▇▇ has signed off the building permit and completed the final inspection, Lessee will deliver the following documents to Lessor: “as built” drawings (hard copy and CAD), final signed off building permit, certificate of occupancy (collectively the “TI Documents”), and complete a walk through of the Premises with Lessor’s representatives. Lessor will fund the Lessor’s TI Contribution requested by Lessee, if any, within ten (10) days of receipt of the TI Documents. Subject to Lessor’s advance review and approval of Lessee’s TI’s, which Tenant shall not be unreasonably withheld and said plan review will be completed by Lessor within three (3) business days of receipt of the proposed plans from Lessee, and Lessee completing the Lessee’s TI’s in accordance with the terms of this Lease, Lessee’s TI’s will not need to be removed and the Premises will not need to be restored to the condition that existed prior to the Lessee’s TI’s at Lease termination. Lessor grants Lessee the have no right to use the furniture, racks, cubicles, cafeteria equipment, voice and data cabling, telephone/voice mail system, telephone handsets and UPS in the Premises as of the date of this Lease (the “FF&E”) during the Term of the Lease at no additional cost. Lessor and Lessee will jointly complete a physical inventory at a mutually agreeable time during normal business hours on or before the Commencement Date, of the FF&E as of the date of the Lease which will be incorporated in Exhibit C to this Lease. Lessee acknowledges that it accepts the existing FF&E in its “as is where is” condition, and to the extent required for Lessee’s continued use of the FF&E during the Lease Term or any extension thereof, Lessee is solely responsible for all maintenance and repair of the FF&E. If Lessee determines prior to or during the Lease Term that it will not use certain FF&E (the “Discarded FF&E”), Lessee will notify Lessor in writing describing the Discarded FF&E. Lessor will have five (5) days to determine if Lessor wants to remove the Discarded FF&E. Lessor’s failure to respond within the five (5) days following the written notice from Lessee will automatically allow Lessee to remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. If Lessor decides to accept the Discarded FF&E, Lessor will have up to twenty (20) days to remove the Discarded FF&E at Lessor’s sole cost and expense at a time mutually agreed to by the parties. If Lessor fails to remove the Discarded FF&E within the 20 day period, then Lessee may remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. The Lessor’s TI Contribution may be used for any out of pocket direct expenses related to the Lessee’s TI’s in the Premises, including: signage, moving costs, third party project management, wiring and cabling and alterations as described on Exhibit B.1thereto.

Tenant Improvements. Tenant hereby further covenants and agrees that Tenant shall not make or erect any structural improvements, alterations, additions or replacements (“TI’sStructural Tenant Improvements”): Lessor will complete ), in any manner whatsoever to the TI’s as described on Exhibit BDemised Premises without the prior written consent of the Landlord, at Lessorwhich consent may be withheld in Landlord’s sole and absolute discretion. Tenant covenants and agrees that all permitted Structural Tenant Improvements shall be performed at Tenant’s full cost and expense, shall comply with all applicable governmental regulations, shall be done only by reputable contractors, subcontractors and mechanics and shall be done in a manner which will assure labor harmony at the site. Tenant agrees to provide Landlord with copies of all plans and specifications for such Structural Tenant Improvements at least ten (10) days in advance of the commencement of any such work. Landlord shall, within five (5) days of receipt of such notice from Tenant, notify Tenant as to whether Landlord consents to such plans and specifications, which consent shall not be unreasonably withheld; but if such consent is withheld, Tenant’s contemplated construction shall not commence. Notwithstanding the aforesaid, Landlord’s consent to Tenant’s plans, specifications, contractors, subcontractors, etc. shall not be construed as Landlord’s consent to Tenant causing work to be done in the Demised Premises in a manner or under conditions which entitle the person doing the work or furnishing the materials to a mechanic’s or materialmen’s lien. If any mechanic’s lien or other lien is filed against the Demised Premises or the Building for work done (or claimed to have been done) for, or materials furnished (or claimed to have been furnished) to Tenant, it shall be discharged by Tenant within thirty (30) days thereafter, at Tenant’s expense, by filing the bond required by law, or by payment or otherwise. If any such mechanic’s or other liens be filed against the Land, the Building or the Demised Premises and Tenant fails to discharge same within thirty (30) days after such filing, then in addition to any other right or remedy of the date Landlord, the Landlord may, but without obligation to do so, discharge the same by bonding or by paying the amount claimed to be due. Any amount paid by the Landlord for the satisfaction of any such lien and all reasonable legal and other costs incurred by Landlord in procuring such discharge shall be payable by the Lease (Tenant to Landlord as Additional Rent on demand. Tenant covenants and agrees to indemnify Landlord and hold Landlord harmless of and from any and all claims, costs, suits, damages and liability whatsoever arising out of or as a result of any such work done by Tenant or Tenant’s contractors, subcontractors, agents or employees, including reasonable attorney’s fees for the “Lessor’s TI’s”)defense thereof Landlord shall not be liable for any failure of any building facilities or services caused by alterations, installations and/or additions by Tenant. In additionthe event Tenant shall not correct same within thirty (30) days after notice thereof, Lessor will fund up to Four Dollars per square foot (the “Lessor’s TI Contribution”) of rentable space ($252,420) for TI’s to be completed by Lessee as described on Exhibit B.1 (the “Lessee’s TI’s”) All TI’s completed by Lessee Landlord may make such correction and shall be in entitled, upon submission of a good workmanlike manner that matches at least the current quality written statement and type of finishes installed in the Premises as of the date of the Lease. Upon “Substantial Completion” of the TI’s completed by Lessee, which is defined as the time in which the City of Santa ▇▇b▇▇▇ has signed off to tenant itemizing same, to collect the building permit and completed costs thereof as additional rent hereunder. Prior to commencing any work pursuant to the final inspection, Lessee will deliver the following documents to Lessor: “as built” drawings (hard copy and CAD), final signed off building permit, certificate of occupancy (collectively the “TI Documents”), and complete a walk through of the Premises with Lessor’s representatives. Lessor will fund the Lessor’s TI Contribution requested by Lessee, if any, within ten (10) days of receipt of the TI Documents. Subject to Lessor’s advance review and approval of Lessee’s TI’s, which shall not be unreasonably withheld and said plan review will be completed by Lessor within three (3) business days of receipt of the proposed plans from Lessee, and Lessee completing the Lessee’s TI’s in accordance with the terms provisions of this Lease, LesseeTenant shall additionally furnish to Landlord: (i) copies of all governmental permits and authorizations which may be required in connection with such work; (ii) a certificate evidencing that Tenant (or Tenant’s TI’s will not need agents or contractors) has (have) procured workers’ compensation insurance covering all persons employed in connection with the work who might assert claims for death or bodily injury against Landlord, Tenant or the Demised Premises; and (iii) such additional personal injury and property damage insurance as Landlord may reasonably require because of the nature of the work to be removed and done by Tenant. Tenant shall have the Premises will not need right, without prior written consent of Landlord, to be restored make non-structural alterations, additions or improvements to the condition interior of the Demised Premises that existed cost less than Twenty Thousand and 00/100 Dollars ($20,000.00) in any one instance and that do not require a building permit, provided: (i) such alterations, additions and improvements do not materially negatively affect the value of the Demised Premises; and (ii) Tenant shall notify Landlord of any such alterations prior to performing the Lesseesame. All Structural Tenant Improvements and Non-Structural Tenant Improvements upon the Demised Premises and any replacements therefor, made by either party, including all paneling, railings, affixed to the realty, except furniture or movable trade fixtures installed at the expense of Tenant, shall become the property of Landlord and shall remain upon, and be surrendered with the Demised Premises as a part thereof at the termination or expiration of this Lease, without compensation to Tenant. In the event that Tenant makes any erections, alterations, additions and improvements to the Demised Premises, whether temporary or permanent in character, that are not required, pursuant to this Section 9, to remain upon and be surrendered with the Demised Premises as a part thereof at the termination or expiration of this Lease, Tenant may remove the same and shall restore said Demised Premises to their condition as at the time of immediately preceding such erections, alterations, additions and improvements had not been made, ordinary wear and tear excepted. Tenant’s TI’s at Lease termination. Lessor grants Lessee the right to use the furniturepersonal property, racksmachinery, cubicles, cafeteria equipment, voice and data cablingtrade fixtures (collectively, telephone/voice mail system, telephone handsets and UPS in the Premises as of the date of this Lease (the “FF&ETenant’s Property”) during shall remain the Term property of the Lease at no additional cost. Lessor Tenant and Lessee will jointly complete a physical inventory at a mutually agreeable time during normal business hours on or before the Commencement Date, of the FF&E as of the date of the Lease which will be incorporated in Exhibit C to this Lease. Lessee acknowledges that it accepts the existing FF&E in its “as is where is” condition, and to the extent required for Lessee’s continued use of the FF&E during the Lease Term or any extension thereof, Lessee is solely responsible for all maintenance and repair of the FF&E. If Lessee determines prior to or during the Lease Term that it will not use certain FF&E (the “Discarded FF&E”), Lessee will notify Lessor in writing describing the Discarded FF&E. Lessor will have five (5) days to determine if Lessor wants to remove the Discarded FF&E. Lessor’s failure to respond within the five (5) days following the written notice from Lessee will automatically allow Lessee to remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. If Lessor decides to accept the Discarded FF&E, Lessor will have up to twenty (20) days to remove the Discarded FF&E at Lessor’s sole cost and expense at a time mutually agreed to by the parties. If Lessor fails to remove the Discarded FF&E within the 20 day period, then Lessee may remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. The Lessor’s TI Contribution may be used for removed by Tenant at any out of pocket direct expenses related to the Lessee’s TI’s in the Premises, including: signage, moving costs, third party project management, wiring and cabling and alterations as described on Exhibit B.1time.

Tenant Improvements. “TI’s”): Lessor will complete Tenant shall procure and maintain in full force and effect during the TI’s Term property insurance (including also boiler and machinery insurance, as described on applicable) covering all of Tenant's Work as referenced in Exhibit B"C" , at Lessor’s sole cost and expenseTenant's leasehold improvements, within thirty (30) days of the date of the Lease (the “Lessor’s TI’s”). In additionalterations or additions penmitied under Section 10 hereof, Lessor will fund up to Four Dollars per square foot (the “Lessor’s TI Contribution”) of rentable space ($252,420) for TI’s to be completed by Lessee as described on Exhibit B.1 (the “Lessee’s TI’s”) All TI’s completed by Lessee shall be in a good workmanlike manner that matches at least the current quality and type of finishes installed in the Premises as of the date of the Lease. Upon “Substantial Completion” of the TI’s completed by Lessee, which is defined as the time in which the City of Santa ▇▇▇▇▇ has signed off ▇▇'s trade fixtures, merchandise and personal property from time to lime in, on or upon the building permit and completed Premises, on a replacement cost basis (with an agreed value endorsement) from time to time during the final inspectionTerm, Lessee will deliver providing protection against any peril included within the following documents to Lessor: “as built” drawings most current version of the Insurance Service Office's classification "Causes of Loss C Special Fonm" all risk coverage (hard copy and CADor its equivalent), final signed off building permit, certificate of occupancy (collectively the “TI Documents”), and complete a walk through of the Premises with Lessor’s representatives. Lessor will fund the Lessor’s TI Contribution requested by Lessee, if any, within ten (10) days of receipt of the TI Documents. Subject to Lessor’s advance review and approval of Lessee’s TI’s, which shall not be unreasonably withheld and said plan review will be completed by Lessor within three (3) business days of receipt of the proposed plans from Lessee, and Lessee completing the Lessee’s TI’s hereinafter in accordance with the terms of this Lease, Lessee’s TI’s will not need to be removed and the Premises will not need to be restored to the condition that existed prior to the Lessee’s TI’s at Lease termination. Lessor grants Lessee the right to use the furniture, racks, cubicles, cafeteria equipment, voice and data cabling, telephone/voice mail system, telephone handsets and UPS in the Premises as of the date of this Lease and any and all Exhibits hereto such version (the “FF&E”or its equivalent) during the Term of the Lease at no additional costreferred to as "Special Fonm (All Risk) Coverage" . Lessor and Lessee will jointly complete a physical inventory at a mutually agreeable time during normal business hours on or before the Commencement Date, of the FF&E as of the date of the Lease which will be incorporated in Exhibit C to this Lease. Lessee acknowledges that it accepts the existing FF&E in its “as is where is” condition, and to the extent required for Lessee’s continued use of the FF&E during the Lease Term or any extension thereof, Lessee is solely responsible for all maintenance and repair of the FF&E. If Lessee determines prior to or during the Lease Term that it will not use certain FF&E (the “Discarded FF&E”), Lessee will notify Lessor in writing describing the Discarded FF&E. Lessor will have five (5) days to determine if Lessor wants to remove the Discarded FF&E. Lessor’s failure to respond within the five (5) days following the written notice from Lessee will automatically allow Lessee to remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. If Lessor decides to accept the Discarded FF&E, Lessor will have up to twenty (20) days to remove the Discarded FF&E at Lessor’s sole cost and expense at a time mutually agreed to by the parties. If Lessor fails to remove the Discarded FF&E within the 20 day period, then Lessee may remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. The Lessor’s TI Contribution may All policy proceeds shall be used for the repair or replacement of the property damaged or destroyed unless this Lease shall cease and tenminate under the provisions of Section 13 hereof, in which event of tenmination such proceeds attributable to said "Tenant's Work" and leasehold improvements (and to all other items of property becoming or to become the property of Landlord upon such termination) shall be paid and disbursed directly to Landlord . ( d} Workers' Compensation. Statutory workers' compensation insurance, as well as employer's liability insurance with limits of not less than $500,000.00/$500,000.001$500,000.00, and any out of pocket direct expenses related and all other insurance required by any employee benefit acts or other statutes applicable where the work is to be perfonmed as will protect Tenant from any and all liability under the Lessee’s TI’s in the Premises, including: signage, moving costs, third party project management, wiring aforementioned acts and cabling and alterations as described on Exhibit B.1statutes.

Tenant Improvements. “TI’s”): Lessor will complete Tenant hereby accepts the TI’s Premises as described suitable for ------------------- Tenant's intended use and as being in good operating order, condition and repair, "AS IS", except as specified in Exhibit B attached hereto. Landlord or --------- Tenant, as the case may be, shall install and construct the Tenant Improvements (as such term is defined in Exhibit B hereto) in accordance with the terms, --------- conditions, criteria and provisions set forth in Exhibit B. Landlord and Tenant --------- hereby agree to and shall be bound by the terms, conditions and provisions of Exhibit B. Tenant acknowledges and agrees that neither Landlord nor any of --------- Landlord's agents, representatives or employees has made any representations as to the suitability, fitness or condition of the Premises for the conduct of Tenant's business or for any other purpose, including without limitation, any storage incidental thereto. Any exception to the foregoing provisions must be made by express written agreement by both parties. Notwithstanding anything to the contrary contained in this Lease, on Exhibit Bthe Commencement Date the roof and the heating, at Lessor’s sole cost ventilating and expenseair conditioning ("HVAC") system, within and the electrical, plumbing, sewer, life safety and, if applicable, security systems (collectively, "Building Systems") serving the Premises shall be in good working order and repair. If, during the first thirty (30) days of the date Term, the roof or any Building System is not in the condition required by the foregoing sentence, Tenant shall notify Landlord of the Lease (need for repair, and the “Lessor’s TI’s”). In addition, Lessor will fund up to Four Dollars per square foot (the “Lessor’s TI Contribution”) of rentable space ($252,420) for TI’s to repair shall be completed by Lessee as described on Exhibit B.1 (the “Lessee’s TI’s”) All TI’s completed by Lessee shall be in a good workmanlike manner that matches at least the current quality and type of finishes installed in the Premises as of the date of the Lease. Upon “Substantial Completion” of the TI’s completed by Lessee, which is defined as the time in which the City of Santa ▇▇▇▇▇ has signed off the building permit and completed the final inspection, Lessee will deliver the following documents to Lessor: “as built” drawings (hard copy and CAD), final signed off building permit, certificate of occupancy (collectively the “TI Documents”), and complete a walk through of the Premises with Lessor’s representatives. Lessor will fund the Lessor’s TI Contribution requested by Lessee, if any, within ten (10) days of receipt of the TI Documents. Subject to Lessor’s advance review and approval of Lessee’s TI’s, which shall not be unreasonably withheld and said plan review will be completed by Lessor within three (3) business days of receipt of the proposed plans from Lessee, and Lessee completing the Lessee’s TI’s in accordance with the terms of this Lease, Lessee’s TI’s will not need to be removed and the Premises will not need to be restored to the condition that existed prior to the Lessee’s TI’s at Lease termination. Lessor grants Lessee the right to use the furniture, racks, cubicles, cafeteria equipment, voice and data cabling, telephone/voice mail system, telephone handsets and UPS in the Premises as of the date of this Lease (the “FF&E”) during the Term of the Lease at no additional cost. Lessor and Lessee will jointly complete a physical inventory at a mutually agreeable time during normal business hours on or before the Commencement Date, of the FF&E as of the date of the Lease which will be incorporated in Exhibit C cost to this Lease. Lessee acknowledges that it accepts the existing FF&E in its “as is where is” condition, and to the extent required for Lessee’s continued use of the FF&E during the Lease Term or any extension thereof, Lessee is solely responsible for all maintenance and repair of the FF&E. If Lessee determines prior to or during the Lease Term that it will not use certain FF&E (the “Discarded FF&E”), Lessee will notify Lessor in writing describing the Discarded FF&E. Lessor will have five (5) days to determine if Lessor wants to remove the Discarded FF&E. Lessor’s failure to respond within the five (5) days following the written notice from Lessee will automatically allow Lessee to remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. If Lessor decides to accept the Discarded FF&E, Lessor will have up to twenty (20) days to remove the Discarded FF&E at Lessor’s sole cost and expense at a time mutually agreed to by the parties. If Lessor fails to remove the Discarded FF&E within the 20 day period, then Lessee may remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. The Lessor’s TI Contribution may be used for any out of pocket direct expenses related to the Lessee’s TI’s in the Premises, including: signage, moving costs, third party project management, wiring and cabling and alterations as described on Exhibit B.1Tenant.

Tenant Improvements. “TI’s”): Lessor will complete Paragraph 1(a) of Exhibit C to the TI’s Original Lease is amended and restated in its entirety as described on Exhibit Bfollows: (a) Notwithstanding the foregoing, at Lessor’s sole cost and expense, within thirty Tenant shall be entitled to a one-time tenant improvement allowance (30the "Tenant Improvement Allowance") days in the amount of Twenty-Five Dollars ($25.00) for each rentable square foot of each of the date Improved Floors of the Lease Initial Premises and Two Dollars ($2.00) for each rentable square foot of the Unimproved Premises, to be applied toward payment of any tenant improvement costs described below (the “Lessor’s TI’s”"Tenant Improvements"), subject to the provisions of Section 12(b) of the Lease. In addition, Lessor will fund up to Four Dollars per square foot (provided that Tenant has irrevocably exercised its Extension Option, extending the “Lessor’s TI Contribution”) of rentable space ($252,420) for TI’s to be completed by Lessee as described on Exhibit B.1 (the “Lessee’s TI’s”) All TI’s completed by Lessee shall be in a good workmanlike manner that matches at least the current quality and type of finishes installed in the Premises as of the date of the Lease. Upon “Substantial Completion” of the TI’s completed by Lessee, which is defined as the time in which the City of Santa ▇▇▇▇▇ has signed off the building permit and completed the final inspection, Lessee will deliver the following documents to Lessor: “as built” drawings (hard copy and CAD), final signed off building permit, certificate of occupancy (collectively the “TI Documents”), and complete a walk through of the Premises with Lessor’s representatives. Lessor will fund the Lessor’s TI Contribution requested by Lessee, if any, within ten (10) days of receipt of the TI Documents. Subject to Lessor’s advance review and approval of Lessee’s TI’s, which shall not be unreasonably withheld and said plan review will be completed by Lessor within three (3) business days of receipt of the proposed plans from Lessee, and Lessee completing the Lessee’s TI’s in accordance with the terms of this Lease, Lessee’s TI’s will not need to be removed and the Premises will not need to be restored to the condition that existed prior to the Lessee’s TI’s at Lease termination. Lessor grants Lessee the right to use the furniture, racks, cubicles, cafeteria equipment, voice and data cabling, telephone/voice mail system, telephone handsets and UPS in the Premises as of the date of this Lease (the “FF&E”) during the Term term of the Lease at no for an additional cost. Lessor and Lessee will jointly complete a physical inventory at a mutually agreeable time during normal business hours on or before the Commencement Date, of the FF&E as of the date of the Lease which will be incorporated in Exhibit C to this Lease. Lessee acknowledges that it accepts the existing FF&E in its “as is where is” condition, and to the extent required for Lessee’s continued use of the FF&E during the Lease Term or any extension thereof, Lessee is solely responsible for all maintenance and repair of the FF&E. If Lessee determines prior to or during the Lease Term that it will not use certain FF&E (the “Discarded FF&E”), Lessee will notify Lessor in writing describing the Discarded FF&E. Lessor will have five (5) days years and subject to determine if Lessor wants to remove the Discarded FF&E. Lessor’s failure to respond within the five (5) days following the written notice from Lessee will automatically allow Lessee to remove and dispose provisions of the Discarded FF&E at Lessee’s sole cost and expense. If Lessor decides Lease, including, without limitation, Section 12(b), Tenant shall be entitled to accept the Discarded FF&E, Lessor will have up to twenty an additional one-time tenant improvement allowance of Twenty-Three Dollars (20$23.00) days to remove the Discarded FF&E at Lessor’s sole cost and expense at a time mutually agreed to by the parties. If Lessor fails to remove the Discarded FF&E within the 20 day period, then Lessee may remove and dispose for each rentable square foot of the Discarded FF&E at Lessee’s sole cost Unimproved Premises (the "Additional Tenant Improvement Allowance") to be applied toward the payment of any tenant improvement costs of the type described below (the "Additional Tenant Improvements"). Notwithstanding the foregoing, and expense. The Lessor’s TI Contribution may without limiting the generality of the provisions of Section 12(b) of the Lease, in no event shall any work be used commenced, any permits obtained or requested or any applications for any out of pocket direct expenses related permits submitted with respect to the Lessee’s TI’s Additional Tenant Improvements prior to the second anniversary of the Commencement Date. In all other respects, the Additional Tenant Improvements shall be constructed and the Additional Tenant Improvement Allowance disbursed in accordance with this Agreement, with each reference to Tenant Improvements being deemed a reference to Additional Tenant Improvements and each reference to Tenant Improvement Allowance being deemed a reference to the PremisesAdditional Tenant Improvement Allowance. In no event shall Landlord be obligated to make disbursements pursuant to this Agreement in a total amount that exceeds the Tenant Improvement Allowance and, including: signageif applicable, moving costs, third party project management, wiring and cabling and alterations as described on Exhibit B.1the Additional Tenant Improvement Allowance.

Tenant Improvements. Notwithstanding anything contained herein to the contrary, Landlord shall contribute up to a maximum amount of $179,005.50, subject to mutually agreed upon plans and specifications related thereto (the “TI’sTI Allowance) toward Tenant’s construction and/or installation of the following (i) constructing additional office space in the Premises; (ii) constructing a mezzanine level in the Premises; (iii) installing additional restrooms in the Premises; and (iv) painting the Premises (collectively, “Tenant Improvements”): Lessor will complete the TI’s as described on Exhibit B), at Lessor’s sole cost and expense, which such payment shall be made by Landlord to Tenant within thirty (30) days following (i) completion of such Tenant Improvements, (ii) Landlord’s receipt of Tenant’s invoice substantiating the costs related thereto, (iii) Landlord’s receipt of final Lien waivers from all contractors and subcontractors who did work on such Tenant Improvements; and (iv) Landlord’s receipt of a copy of the date of final permit approved by the Lease (the “Lessor’s TI’s”). In addition, Lessor will fund up to Four Dollars per square foot (the “Lessor’s TI Contribution”) of rentable space ($252,420) for TI’s to be completed by Lessee as described on Exhibit B.1 (the “Lessee’s TI’s”) All TI’s completed by Lessee shall be in a good workmanlike manner that matches at least the current quality and type of finishes installed in the Premises as of the date of the Lease. Upon “Substantial Completion” of the TI’s completed by Lessee, which is defined as the time in which the City of Santa ▇▇▇▇▇ has signed off the building permit and completed the final inspection, Lessee will deliver the following documents to Lessor: “as built” drawings (hard copy and CAD), final signed off building permit, certificate of occupancy (collectively the “TI Documents”), and complete a walk through of the Premises with Lessor’s representatives. Lessor will fund the Lessor’s TI Contribution requested by Lessee, if any, within ten (10) days of receipt of the TI Documents. Subject to Lessor’s advance review and approval of Lessee’s TI’s, which shall not be unreasonably withheld and said plan review will be completed by Lessor within three (3) business days of receipt of the proposed plans from Lessee, and Lessee completing the Lessee’s TI’s in accordance with the terms of this Lease, Lessee’s TI’s will not need to be removed and the Premises will not need to be restored to the condition that existed prior to the Lessee’s TI’s at Lease termination. Lessor grants Lessee the right to use the furniture, racks, cubicles, cafeteria equipment, voice and data cabling, telephone/voice mail system, telephone handsets and UPS in the Premises as of the date of this Lease (the “FF&E”) during the Term of the Lease at no additional cost. Lessor and Lessee will jointly complete a physical inventory at a mutually agreeable time during normal business hours on or before the Commencement Date, of the FF&E as of the date of the Lease which will be incorporated in Exhibit C to this Lease. Lessee acknowledges that it accepts the existing FF&E in its “as is where is” condition, and applicable governing authority to the extent required for Lessee’s continued use such Tenant Improvements. Landlord shall be under no obligation to pay for any alterations or Tenant Improvements to the Premises in excess of the FF&E during TI Allowance. Further, such TI Allowance shall only be available for Tenant’s use through March 31, 2008, and Tenant hereby waives any and all rights to any unused portion of the TI Allowance remaining as of April 1, 2008. Tenant Improvements hereunder shall be deemed Alterations for purposes of this Second Amendment, and, therefore, shall be governed by Section 10 of the Lease Term (except as otherwise expressly set forth herein), and, further, shall be subject to Landlord’s approval of the plans and specifications related thereto, which have been approved by a certified engineer. The parties acknowledge that Landlord’s approval process of such Tenant improvements shall include, but not be limited to, any alterations to the foundation, slab, adjacent structural components, and of the loading of the mezzanine structure, and may account for future modifications to the slab. Notwithstanding anything contained in the Lease or in this Second Amendment to the contrary, in the event that any extension thereofof the Tenant Improvements causes any damages to the Building or the Premises (whether structural or non-structural), Lessee is Tenant shall be solely responsible for all maintenance the costs relative to such damages, including (but not limited to) structural or non-structural damages to the Building and/or Premises, including (without limitation) the foundation, slab, and repair adjacent structural components, or any costs related thereto, including (but not limited to) replacement of the FF&E. slab to the nearest slab joint. Upon the expiration or earlier termination of the Lease, Tenant shall remove the Tenant Improvements, and, upon such removal, Tenant shall restore the Premises to the condition as required under the Lease. However, notwithstanding the aforesaid, upon Landlord’s written election, such Tenant Improvements shall revert to Landlord and shall remain within the Premises upon the expiration or earlier termination of the Lease. If Lessee determines prior Tenant does not timely remove the Tenant Improvements, then Tenant shall be conclusively presumed to have, at Landlord’s election (i) conveyed the Tenant Improvements to Landlord without compensation or during (ii) abandoned the Lease Term that it will not use certain FF&E (the “Discarded FF&E”)Tenant Improvements, Lessee will notify Lessor and Landlord may dispose of or store any part thereof in writing describing the Discarded FF&E. Lessor will have five (5) days any manner at Tenant’s sole cost, without waiving Landlord’s right to determine if Lessor wants claim from Tenant all expenses arising out of Tenant’s failure to remove the Discarded FF&E. Lessor’s failure Tenant Improvements, and without liability to respond within the five (5) days following the written notice from Lessee will automatically allow Lessee Tenant or any other person. Landlord shall have no duty to remove and dispose be a bailee of the Discarded FF&E at Lessee’s sole cost and expenseany such Tenant Improvements. If Lessor decides Landlord elects abandonment, Tenant shall pay to accept the Discarded FF&ELandlord, Lessor will have up to twenty (20) days to remove the Discarded FF&E at Lessor’s sole cost and expense at a time mutually agreed to by the parties. If Lessor fails to remove the Discarded FF&E within the 20 day periodupon demand, then Lessee may remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. The Lessor’s TI Contribution may be used any expenses incurred for any out of pocket direct expenses related to the Lessee’s TI’s in the Premises, including: signage, moving costs, third party project management, wiring and cabling and alterations as described on Exhibit B.1disposition.

Tenant Improvements. “TI’s”): Lessor will complete (a) Tenant shall construct, or cause to be constructed by Centerre Construction (at Tenant's expense), certain tenant improvements in the TI’s Additional Space ("Suite 225 Tenant Improvements") in accordance with the plans and specifications to be prepared by Klipp ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Architects, P.C. (the "Plans and Specifications"). Tenant shall submit such Plans and Specifications to Landlord for Landlord's review and approval prior to commencing the Suite 225 Tenant Improvements. (b) ▇▇▇▇▇▇▇▇ & Associates, Inc. shall act as described the authorized agent and representative of Landlord in connection with the granting of all approvals required to be given by Landlord of the Suite 225 Tenant Improvements on Exhibit Bbehalf of Landlord. ▇▇▇▇ ▇▇▇▇▇▇▇ shall act as the designated representative of ▇▇▇▇▇▇▇▇ & Associates, at Lessor’s sole cost Inc., and expenseany agent or representative as may be designated, assigned and referenced by written notice to Landlord from Tenant shall act as the designated representative of Tenant. (c) Landlord shall provide Tenant an allowance of thirteen dollars ($13.00) per rentable square foot in the Additional Space (the "Landlord's Share") for the Suite 225 Tenant Improvements. Thus, based upon the Additional Space containing 7,855 rentable square feet, the Landlord's Share shall be no more than One Hundred Two Thousand One Hundred Fifteen and No/100 Dollars ($102,115.00). The Landlord's Share shall be due and payable by Landlord to Tenant within thirty (30) days after Tenant has delivered to Landlord a final accounting of Tenant's costs and lien waivers from the general contractor (and its subcontractors and material suppliers) waiving any and all liens attributable to labor and materials furnished by such party in connection with the Suite 225 Tenant Improvements. In the event that the Tenant's costs for the Suite 225 Tenant Improvements are less than the Landlord's Share, the balance of the date Landlord's Share may be applied to the Base Rent due under the Lease. (d) After September 1, 2003, Landlord agrees that the balance, if any, of the refurbishment allowance set forth in Section 10 of Schedule 9 of the Lease ("Refurbishment Allowance") may also be applied to the “Lessor’s TI’s”). In additionSuite 225 Tenant Improvements, Lessor will fund up to Four Dollars per square foot (At Tenant's election, the “Lessor’s TI Contribution”) of rentable space ($252,420) for TI’s to be completed by Lessee as described on Exhibit B.1 (the “Lessee’s TI’s”) All TI’s completed by Lessee shall be in a good workmanlike manner that matches at least the current quality and type of finishes installed in the Premises as balance of the date of the Lease. Upon “Substantial Completion” of the TI’s completed by Lessee, which is defined as the time in which the City of Santa ▇▇▇▇▇ has signed off the building permit and completed the final inspection, Lessee will deliver the following documents to Lessor: “as built” drawings (hard copy and CAD), final signed off building permit, certificate of occupancy (collectively the “TI Documents”), and complete a walk through of the Premises with Lessor’s representatives. Lessor will fund the Lessor’s TI Contribution requested by Lessee, if any, within ten (10) days of receipt of the TI Documents. Subject to Lessor’s advance review and approval of Lessee’s TI’s, which shall not Refurbishment Allowance may be unreasonably withheld and said plan review will be completed by Lessor within three (3) business days of receipt of the proposed plans from Lessee, and Lessee completing the Lessee’s TI’s in accordance with the terms of this Lease, Lessee’s TI’s will not need to be removed and the Premises will not need to be restored applied to the condition that existed Suite 225 Tenant Improvements prior to the Lessee’s TI’s at Lease termination. Lessor grants Lessee the right to use the furniture, racks, cubicles, cafeteria equipment, voice and data cabling, telephone/voice mail system, telephone handsets and UPS in the Premises as application of the date of this Lease (the “FF&E”) during the Term of the Lease at no additional cost. Lessor and Lessee will jointly complete a physical inventory at a mutually agreeable time during normal business hours on or before the Commencement Date, of the FF&E as of the date of the Lease which will be incorporated in Exhibit C Landlord's Share to this Lease. Lessee acknowledges that it accepts the existing FF&E in its “as is where is” condition, and to the extent required for Lessee’s continued use of the FF&E during the Lease Term or any extension thereof, Lessee is solely responsible for all maintenance and repair of the FF&E. If Lessee determines prior to or during the Lease Term that it will not use certain FF&E (the “Discarded FF&E”), Lessee will notify Lessor in writing describing the Discarded FF&E. Lessor will have five (5) days to determine if Lessor wants to remove the Discarded FF&E. Lessor’s failure to respond within the five (5) days following the written notice from Lessee will automatically allow Lessee to remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. If Lessor decides to accept the Discarded FF&E, Lessor will have up to twenty (20) days to remove the Discarded FF&E at Lessor’s sole cost and expense at a time mutually agreed to by the parties. If Lessor fails to remove the Discarded FF&E within the 20 day period, then Lessee may remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. The Lessor’s TI Contribution may be used for any out of pocket direct expenses related to the Lessee’s TI’s in the Premises, including: signage, moving costs, third party project management, wiring and cabling and alterations as described on Exhibit B.1such improvements.

Tenant Improvements. “TI’s”): Lessor will complete Tenant shall lease the TI’s as described on Exhibit BPremises, at Lessor’s sole cost and expense, within thirty (30) days of the date of the Lease (the “Lessor’s TI’s”). In addition, Lessor will fund up to Four Dollars per square foot (the “Lessor’s TI Contribution”) of rentable space ($252,420) for TI’s to be completed by Lessee as described on Exhibit B.1 (the “Lessee’s TI’s”) All TI’s completed by Lessee Landlord shall be in a good workmanlike manner that matches at least the current quality and type of finishes installed in deliver the Premises as of the date of the Lease. Upon “Substantial Completion” of the TI’s completed by Lesseeto Tenant, which is defined as the time in which the City of Santa ▇▇▇▇▇ has signed off the building permit and completed the final inspection, Lessee will deliver the following documents to Lessor: their “as builtis” drawings (hard copy and CAD), final signed off building permit, certificate of occupancy (collectively the “TI Documents”), and complete a walk through of the Premises with Lessor’s representatives. Lessor will fund the Lessor’s TI Contribution requested by Lessee, if any, within ten (10) days of receipt of the TI Documents. Subject to Lessor’s advance review and approval of Lessee’s TI’s, which shall not be unreasonably withheld and said plan review will be completed by Lessor within three (3) business days of receipt of the proposed plans from Lessee, and Lessee completing the Lessee’s TI’s in accordance with the terms of this Lease, Lessee’s TI’s will not need to be removed and the Premises will not need to be restored to the condition that existed prior to the Lessee’s TI’s at Lease termination. Lessor grants Lessee the right to use the furniture, racks, cubicles, cafeteria equipment, voice and data cabling, telephone/voice mail system, telephone handsets and UPS in the Premises as of the date of this Lease Lease, except that Landlord shall perform the following work (collectively, the “FF&ETenant Improvements”) during the Term and shall deliver possession of the Lease at no additional cost. Lessor Premises to Tenant with the Tenant Improvements “Substantially Completed” (as defined in Section 2.3 below): (i) the work set forth in Tenant’s Final Plans (as defined in Section 4.2.2 below); (ii) all other work to the Premises required to comply with all applicable Laws relating to the Premises (including, without limitation, so-called “core walls”), including, without limitation, all fire and Lessee will jointly complete a physical inventory at a mutually agreeable time during normal business hours on or before life safety code compliance work and all work required to be performed in order to bring the Commencement Date, Premises into compliance with the disabled access requirements of the FF&E San Francisco Building Code and any other laws, codes, rules and regulations relating to handicap access (“ADA Requirements”), except that Landlord shall be responsible for the cost of complying with ADA Requirements relating to the restrooms in the Premises as set forth in clause (iv) below; (iii) all fire and life safety code compliance work and other code compliance work (including ADA Requirements and Title 24) in the Common Areas (for purposes hereof, “Common Area” expressly excludes all space and facilities located on the 2nd, 3rd and 5th Floors of the date Building) and the path of travel to the Lease which will be incorporated in Exhibit C to this Lease. Lessee acknowledges that it accepts the existing FF&E in its “as is where is” conditionPremises, and to the extent required for Lessee’s continued use such work is located outside of (and not including) the FF&E during the Lease Term or any extension thereof, Lessee is solely responsible for all maintenance and repair demising walls of the FF&E. If Lessee determines prior to or during the Lease Term that it will not use certain FF&E (the “Discarded FF&E”), Lessee will notify Lessor in writing describing the Discarded FF&E. Lessor will have five (5) days to determine if Lessor wants to remove the Discarded FF&E. Lessor’s failure to respond within the five (5) days following the written notice from Lessee will automatically allow Lessee to remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. If Lessor decides to accept the Discarded FF&E, Lessor will have up to twenty (20) days to remove the Discarded FF&E at Lessor’s sole cost and expense at a time mutually agreed to by the parties. If Lessor fails to remove the Discarded FF&E within the 20 day period, then Lessee may remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. The Lessor’s TI Contribution may be used for any out of pocket direct expenses related to the Lessee’s TI’s in the Premises, including: signagethat is required to comply with applicable Laws as a result of performing the work set forth in Tenant’s Final Plans; (iv) all improvements to the restrooms in the Premises required to comply with ADA Requirements (but excluding all work in the restrooms that is not required by ADA Requirements, moving costswhich work [if any] shall be addressed in Tenant’s Final Plans and be covered by clause [i] above); and (v) any other work not within the scope of clauses (i) through (iv) above that is required as a result of the work described in Tenant’s Final Plans, third party project management, wiring and cabling and alterations as described on Exhibit B.1either because it is required to comply with applicable Laws or due to physical site conditions or engineering requirements.

Tenant Improvements. “TI’s”): Lessor will complete the TI’s as described on Exhibit B(a) Landlord shall construct, or cause to be constructed, at LessorTenant’s sole cost and expenseexpense (subject to the Landlord’s Maximum TI Contribution (as hereinafter defined)), within thirty in a good and workmanlike manner, certain improvements to the Demised Premises as provided for in the Tenant’s Plans (30as hereinafter defined). The work described in the Tenant’s Plans is hereinafter referred to as the “Tenant Improvements”. Except for the Tenant Improvements, Landlord shall have no obligation to perform any improvements to the Demised Premises to prepare the same for Tenant’s occupancy, and Tenant acknowledges that Tenant has inspected the Demised Premises and accepts the same in its “AS IS” condition, without any representation or warranty by Landlord, express or implied. (b) days of Landlord and Tenant have attached hereto the date of the Lease initial plans (the “Lessor’s TI’sInitial Plans”) for the Tenant Improvements, consisting of the space plan attached hereto as Exhibit “B” (the “Space Plan”) and the construction standards attached hereto as Exhibit “B-1” (the “Construction Standards”). In additionOn or before the Construction Information Submission Date, Lessor will fund up to Four Dollars per square foot Tenant shall submit sufficient information, including, without limitation, Tenant’s finish selections, mechanical loads, electrical loads and locations, furniture plans and special lighting and use requirements, if any (collectively, the “Lessor’s TI ContributionConstruction Information”) of rentable space ($252,420) for TI’s to be completed by Lessee ), to, and as described on Exhibit B.1 (the “Lessee’s TI’s”) All TI’s completed by Lessee shall be in a good workmanlike manner that matches at least the current quality and type of finishes installed in the Premises as of the date of the Lease. Upon “Substantial Completion” of the TI’s completed by Lesseerequired by, which is defined as the time in which the City of Santa ▇▇▇▇▇▇▇▇ has signed off the building permit and completed the final inspection, Lessee will deliver the following documents to Lessor: “as built” drawings ▇▇▇▇▇ Architects (hard copy and CAD), final signed off building permit, certificate of occupancy (collectively the “TI DocumentsArchitect”)) to enable the Architect to prepare and deliver to Landlord, on or before the Tenant-Approved Drawings Submission Date, complete construction and permit drawings for the Tenant Improvements (collectively, the “Construction Drawings”) which have been approved by Tenant. The Construction Drawings shall: (i) strictly conform to the Initial Plans; (ii) include all information and specifications necessary for Landlord to complete the Tenant Improvements and to obtain all required permits and approvals therefor; and (iii) strictly conform to all applicable laws and requirements of governmental authorities and insurance underwriters’ requirements. Within two (2) business days after Tenant’s approval of the Construction Drawings, and complete a walk through of in any event on or before the Premises with LessorTenant-Approved Drawings Submission Date, Tenant shall submit the same to Landlord for Landlord’s representatives. Lessor will fund the Lessor’s TI Contribution requested by Lessee, if any, within ten (10) days of receipt of the TI Documents. Subject to Lessor’s advance review and approval of Lessee’s TI’sapproval, which approval shall not be unreasonably withheld and said plan review will be completed by Lessor within three withheld, conditioned or delayed provided that the Construction Drawings meet the foregoing requirements. If Landlord disapproves the Construction Drawings, (3) business days of receipt including, without limitation, for failure of the proposed plans from Lessee, and Lessee completing the Lessee’s TI’s in accordance with the terms of this Lease, Lessee’s TI’s will not need Construction Drawings to be removed and the Premises will not need to be restored strictly conform to the condition that existed prior Initial Plans) or if the Construction Drawings are disapproved by any applicable governmental authority, Tenant shall cause the Architect to the Lessee’s TI’s at Lease termination. Lessor grants Lessee the right to use the furniture, racks, cubicles, cafeteria equipment, voice and data cabling, telephone/voice mail system, telephone handsets and UPS promptly make any changes in the Premises Construction Drawings required by Landlord and/or such governmental authority, as of the date of this Lease case may be. Tenant acknowledges that the Estimated Delivery Date (which shall be an estimate and not a guarantee by Landlord) is conditioned upon Landlord and all applicable governmental authorities approving the “FF&E”) during the Term of the Lease at no additional cost. Lessor and Lessee will jointly complete a physical inventory at a mutually agreeable time during normal business hours Construction Drawings on or before the Commencement Outside Approval Date. (c) The Initial Plans and the Construction Drawings, as finally approved by Landlord and all applicable governmental authorities pursuant to subparagraph (b) above, are hereinafter collectively referred to as the “Tenant’s Plans”. All work described in the Tenant’s Plans shall be furnished, installed and performed by Landlord, utilizing a general contractor selected by Landlord, for the Total TI Costs (as hereinafter defined), which Total TI Costs shall be paid by Tenant (subject to the Landlord’s Maximum TI Contribution) as provided herein. The “Total TI Costs” shall mean all costs and expenses incurred by Landlord in connection with the completion of the FF&E as Tenant Improvements, including, without limitation: (i) Landlord’s out-of-pocket contract or purchase price(s) for materials, components, labor and services, plus, plus (ii) Landlord’s architects’ and engineers’ fees and costs, plus (iii) fees for all required permits and approvals, plus (iv) an amount equal to five percent (5%) of the date of the Lease which will be incorporated in Exhibit C to this Leaseforegoing items as Landlord’s construction management fee. Lessee acknowledges that it accepts the existing FF&E in its “as is where is” condition, and Notwithstanding anything to the extent required for Lessee’s continued use of contrary contained herein, if the FF&E during final Construction Drawings, as finally approved by Landlord and all applicable governmental authorities, contain any work which was not included in, or otherwise exceeds the Lease Term or any extension thereofscope of, Lessee is solely responsible for all maintenance the Initial Plans, then the same shall constitute a change order requested by Tenant (a “Tenant Change Order”) and repair of the FF&E. If Lessee determines prior to or during the Lease Term that it will not use certain FF&E (the “Discarded FF&E”), Lessee will notify Lessor in writing describing the Discarded FF&E. Lessor will have five (5) days to determine if Lessor wants to remove the Discarded FF&E. Lessor’s failure to respond within the five (5) days following the written notice from Lessee will automatically allow Lessee to remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. If Lessor decides to accept the Discarded FF&E, Lessor will have up to twenty (20) days to remove the Discarded FF&E at Lessor’s sole cost and expense at a time mutually agreed to shall be governed by the parties. If Lessor fails provisions of subparagraph (d) below relating to remove the Discarded FF&E within the 20 day period, then Lessee may remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. The Lessor’s TI Contribution may be used for any out of pocket direct expenses related to the Lessee’s TI’s in the Premises, including: signage, moving costs, third party project management, wiring and cabling and alterations as described on Exhibit B.1Tenant Change Orders.

Tenant Improvements. (a) In addition to the construction of the Building and other Improvements shown in the Final Plans and Specifications, Landlord shall construct for Tenant “TI’sTenant Improvements” up to and not exceeding a cost of Thirty-Five Dollars ($35.00) per gross measured square foot for any items in addition to those set forth in Exhibit ”): Lessor E” hereto, such items being defined as the “Building Core and Shell. (b) If Tenant approves the proposal for the construction of Tenant Improvements prepared by the General Contractor as part of the application process pursuant to Section 4.2 hereof, then upon completion of the plan submissions for the Tenant Improvements as set forth in Section 4.4(d) below, Landlord shall cause General Contractor to obtain subcontract bids for the construction of the Tenant Improvements from at least three (3) reputable subcontractors approved by Tenant for each trade, which approval shall not be unreasonably withheld, conditioned or delayed. Landlord and General Contractor shall review the bids obtained and shall recommend to Tenant which bid to accept for each trade. Tenant shall approve or disapprove of the recommended bid, such approval not to be unreasonably withheld, conditioned or delayed, and the General Contractor shall promptly award the subcontract to such bidders so selected and shall execute subcontracts for the construction of the Tenant Improvements in accordance with the plan submissions approved pursuant to Section 4.4(d) below. (c) If Tenant disapproves the proposal for the construction of Tenant Improvements prepared by the General Contractor as part of the application process pursuant to Section 4.2 hereof, then within twenty (20) days of completion of the plan submissions for the Tenant Improvements as set forth in Section 4.4(d) below, Landlord agrees to obtain bids from at least three (3) reputable general contractors approved by Tenant, which approval shall not be unreasonably withheld, conditioned or delayed, for the construction of the Tenant Improvements. The bid packages (which shall include a form of construction contract for the construction of the Tenant Improvements) to be submitted to potential general contractors shall be subject to Tenant’s prior written approval within twenty (20) days after the delivery thereof to Tenant, including review and approval of the terms of the construction contract, including the insurance provisions contained therein, which approval shall not be unreasonably withheld or conditioned. Each bidder shall be required to include within its bid all work required by the approved plan submissions for the Tenant Improvements, including, without limitation, all fees, permits, licenses, inspections and certificates required by any governmental authority for such work. Except for a good cause determined by Landlord and Tenant in their reasonable judgment, Landlord shall promptly award the contract to the low bidder and shall execute a construction contract in the form included in the bid package for the construction of the Tenant Improvements in accordance with the plan submissions approved pursuant to Section 4.4(d) hereof, which construction contract shall be for a fixed sum equal to the bid of such contractor. To the extent that the construction contract to be executed by the Landlord and the low bidder deviates from the form of construction contract included in the bid package, Tenant shall have the right to review and approve any such deviations within ten (10) days after the delivery thereof to Tenant, such approval not to be unreasonably withheld or conditioned. Landlord and Tenant shall have the right to review all bids, if any, and discuss them with the contractors submitting bids to confirm that all work described in the plan submissions is included in such contractor’s bid. (d) Tenant’s space planner (“Tenant’s Space Planner”) shall deliver three (3) plan submissions for the Tenant Improvements to Landlord and Tenant for review and approval as follows: (1) No later than the date set forth in the Construction Schedule, submission of schematic plans which shall include (floor plans including architectural features such as, but not limited to, walls, doors and door swing, casework (millwork), room identifications and adjacencies); (2) No later than the date set forth in the Construction Schedule, submission of design development plans which shall include architectural plans and legends, finish plans and legends, reflecting ceiling plan and concept lighting schedules, major elevations, related sketches and perspectives to further illustrate design concept as necessary; and (3) No later than the date set forth in the Construction Schedule, submission of final plans and specifications which shall include cover sheet/legend, floor plans for each floor, reflected ceiling plans for each floor including lighting legend, finish plans for each floor, power and communications plans for each floor, MEP plans for each floor, furniture plans for reference for each floor (however, furniture is not included in Tenant Improvements), enlarged plans and details (this could include rooms such as the reception area and copy rooms), casework detail, partition construction schedules and associated detailing, door scheduling and details. Landlord shall be required to provide its approval of the Tenant Improvements as designed by Tenant’s Space Planner unless their construction will complete delay the TI’s completion of the Building and the Improvements by more than ten (10) Business Days. Tenant shall have the right to review and approve the plans and specifications set forth in (1)-(3) above. Notwithstanding the foregoing, the plans and specifications for the Tenant Improvements shall be agreed to by Tenant in a timely manner such that the completion of the Building and the other Improvements is not delayed as described on Exhibit Ba result thereof. (e) In addition to the Tenant Improvements provided above, Landlord shall provide, at LessorTenant’s written request, additional Tenant Improvements, the cost of which shall be paid as provided in this Paragraph (e). Up to an additional Ten Dollars ($10.00) per gross measured square foot shall be paid by Tenant by either of the following methods, which method shall be selected by Tenant in its sole cost discretion: (i) Such amount shall be paid by Landlord and expenseamortized over the Base Term at an interest rate of nine percent (9%) per annum, compounded monthly, and paid by Tenant as “Tenant Improvement Rent” pursuant to Section 5.6 hereof or (ii) paid by Tenant to Landlord on the Commencement Date. Tenant shall advise Landlord of its election within thirty (30) days following the execution of this Lease. Any cost of the date Tenant Improvements requested by Tenant in writing in excess of the Lease Forty-Five Dollars (the “Lessor’s TI’s”). In addition, Lessor will fund up to Four Dollars $45.00) per gross measured square foot (the “Lessor’s TI Contribution”) of rentable space ($252,420) for TI’s to be completed by Lessee as described on Exhibit B.1 (the “Lessee’s TI’s”) All TI’s completed by Lessee shall be in a good workmanlike manner paid by Tenant to Landlord on the Commencement Date. (f) Provided that matches at least the current quality Tenant and type of finishes installed its agents do not unreasonably and unnecessarily interfere with Landlord’s work in the Premises as of or affect Landlord’s ability to bring the date of the Lease. Upon “Substantial Completion” of the TI’s completed by Lessee, which is defined as the time in which the City of Santa ▇▇▇▇▇ has signed off the building permit and completed the final inspection, Lessee will deliver the following documents Tenant Improvements to Lessor: “as built” drawings (hard copy and CAD), final signed off building permit, certificate of occupancy (collectively the “TI Documents”), and complete a walk through of the Premises with Lessor’s representatives. Lessor will fund the Lessor’s TI Contribution requested by Lessee, if any, within ten (10) days of receipt of the TI Documents. Subject to Lessor’s advance review and approval of Lessee’s TI’s, which shall not be unreasonably withheld and said plan review will be completed by Lessor within three (3) business days of receipt of the proposed plans from Lessee, and Lessee completing the Lessee’s TI’s in accordance with the terms of this Lease, Lessee’s TI’s will not need to be removed and the Premises will not need to be restored to the condition that existed prior to the Lessee’s TI’s at Lease termination. Lessor grants Lessee the right to use the furniture, racks, cubicles, cafeteria equipment, voice and data cabling, telephone/voice mail system, telephone handsets and UPS in the Premises as of the date of this Lease (the “FF&E”) during the Term of the Lease at no additional cost. Lessor and Lessee will jointly complete a physical inventory at a mutually agreeable time during normal business hours substantial completion on or before the Commencement Date, Landlord agrees to allow Tenant reasonable access to the Premises prior to the substantial completion of the FF&E Tenant Improvements for the purpose of Tenant installing its own fixtures, furnishings and equipment (including Tenant’s data and telephone equipment) in the Premises and to inspect the Premises. Prior to Tenant’s entry into the Premises as permitted by the terms of this Section 4.4, Tenant shall submit a schedule to Landlord, for its approval, which approval shall not be unreasonably withheld, conditioned or delayed, which schedule shall detail the date timing and purpose of Tenant’s entry. Tenant shall hold Landlord harmless from and indemnify, protect and defend Landlord against any loss or damage to the Lease which will be incorporated in Exhibit C Premises and against injury to any persons caused by Tenant’s actions pursuant to this LeaseSection 4.4(f). Lessee acknowledges that it accepts the existing FF&E in Tenant’s entry shall be subject to such reasonable rules and regulations as Landlord or its “as is where is” condition, and to the extent required for Lessee’s continued use of the FF&E during the Lease Term or any extension thereof, Lessee is solely responsible for all maintenance and repair of the FF&E. If Lessee determines contractor may establish prior to such entry. (g) The amount to be applied against the allowances for Tenant Improvements set forth in Section 4.4(a) and 4.4(e) hereof, or during the Lease Term that it will to be paid by Tenant under clause (ii) of Section 4.4(e) hereof, shall not use certain FF&E (the “Discarded FF&E”), Lessee will notify Lessor in writing describing the Discarded FF&E. Lessor will have five (5) days to determine if Lessor wants to remove the Discarded FF&E. Lessorexceed Landlord’s failure to respond within the five (5) days following the written notice from Lessee will automatically allow Lessee to remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. If Lessor decides to accept the Discarded FF&E, Lessor will have up to twenty (20) days to remove the Discarded FF&E at Lessor’s sole cost and expense at a time mutually agreed to by the parties. If Lessor fails to remove the Discarded FF&E within the 20 day period, then Lessee may remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. The Lessor’s TI Contribution may be used for any out of pocket direct expenses related to costs in connection with the Lessee’s TI’s in design and construction of the Premises, including: signage, moving costs, third party project management, wiring and cabling and alterations as described on Exhibit B.1Tenant Improvements.

Tenant Improvements. “TI’s”): Lessor will complete the TI’s as described on Exhibit BTenant, at Lessor’s its sole cost and expense, within thirty (30) days subject to the application of the date of the Lease Improvement Allowance (the “Lessor’s TI’s”hereinafter defined). In addition, Lessor will fund up to Four Dollars per square foot (the “Lessor’s TI Contribution”) of rentable space ($252,420) for TI’s to be completed by Lessee as described on Exhibit B.1 (the “Lessee’s TI’s”) All TI’s completed by Lessee shall be in a good workmanlike manner that matches at least the current quality furnish and type of finishes installed install in the Premises as of the date of the Lease. Upon “Substantial Completion” of the TI’s completed by Lessee, which is defined as the time in which the City of Santa ▇▇▇▇▇ has signed off the building permit and completed the final inspection, Lessee will deliver the following documents to Lessor: “as built” drawings (hard copy and CAD), final signed off building permit, certificate of occupancy (collectively the “TI Documents”), and complete a walk through of the Premises with Lessor’s representatives. Lessor will fund the Lessor’s TI Contribution requested by Lessee, if any, within ten (10) days of receipt of the TI Documents. Subject to Lessor’s advance review and approval of Lessee’s TI’s, which shall not be unreasonably withheld and said plan review will be completed by Lessor within three (3) business days of receipt of the proposed plans from Lessee, and Lessee completing the Lessee’s TI’s in accordance with the terms of this LeaseWork Agreement, Lessee’s TI’s will not need to be removed and the Premises will not need to be restored to the condition that existed prior to the Lessee’s TI’s at Lease termination. Lessor grants Lessee the right to use the furniture, racks, cubicles, cafeteria equipment, voice and data cabling, telephone/voice mail system, telephone handsets and UPS improvements set forth in the Premises as of the date of this Lease Tenant’s Plans (hereinafter defined) which shall be approved by Landlord in accordance with Paragraph B.3, below (the “FF&ETenant Improvements”) during the Term ). Except as otherwise expressly set forth herein, all costs of the Lease at no additional cost. Lessor and Lessee will jointly complete a physical inventory at a mutually agreeable time during normal business hours on or before the Commencement Dateall design, of the FF&E as of the date of the Lease which will be incorporated in Exhibit C to this Lease. Lessee acknowledges that it accepts the existing FF&E in its “as is where is” conditionspace planning, and to architectural and engineering work for or in connection with the extent required for Lessee’s continued use Tenant Improvements, including without limitation all drawings, plans, specifications, licenses, permits or other approvals relating thereto, and all insurance and other requirements and conditions hereunder, and all costs of the FF&E during the Lease Term or any extension construction, including supervision thereof, Lessee is solely responsible for all maintenance and repair of the FF&E. If Lessee determines prior to or during the Lease Term that it will not use certain FF&E (the “Discarded FF&E”), Lessee will notify Lessor in writing describing the Discarded FF&E. Lessor will have five (5) days to determine if Lessor wants to remove the Discarded FF&E. Lessor’s failure to respond within the five (5) days following the written notice from Lessee will automatically allow Lessee to remove and dispose of the Discarded FF&E shall be at LesseeTenant’s sole cost and expense, subject to the application of the Improvement Allowance in accordance with the terms of this Work Agreement. If Lessor decides to accept Notwithstanding the Discarded FF&Eforegoing, Lessor will have up to twenty Landlord shall reimburse Tenant for one-half (201/2) of the reasonable costs (without subtracting such costs from the Improvement Allowance) incurred by Tenant in constructing the demising wall in the location set forth on the attached Exhibit A (the “Demising Wall”) within thirty (30) days to remove the Discarded FF&E at Lessorafter Landlord’s sole cost and expense at a time mutually agreed to by the parties. If Lessor fails to remove the Discarded FF&E within the 20 day period, then Lessee may remove and dispose receipt of the Discarded FF&E at Lessee’s sole cost and expense. The Lessor’s TI Contribution may be used for any out of pocket direct expenses related information set forth in subparagraphs (a) through (d) in Paragraph C.2, below, with respect to the LesseeDemising Wall. Tenant shall construct the Demising Wall as part of Tenant’s TI’s construction of the Tenant Improvements in the Premises. Tenant shall cause the Contractor (hereinafter defined) to separately price the Demising Wall as part of its bid pricing for the construction of the Tenant Improvements. The Contractor shall provide “open book” pricing with respect to its proposed bid price for the construction of the Demising Wall, including: signage, moving costs, third party project management, wiring and cabling and alterations as described on Exhibit B.1Landlord shall be permitted to negotiate said pricing with the Contractor after the Tenant receives the Contractor’s bid price for the construction of the Tenant Improvements.

Tenant Improvements. “TI’s”): Lessor will complete Sublandlord shall provide Subtenant with a Tenant Improvement Allowance of Five Hundred Thousand Dollars ($500,000.00) to be used for Subtenant's refurbishment and/or installation of the TI’s administrative offices, security and protective devices selected by Subtenant for the Premises, including fencing, fire safety devices such as described draft curtains, sprinklers and the like. Sublandlord shall make payments on Exhibit Ba progress payment basis as set forth herein. Subtenant shall submit to Sublandlord, at Lessor’s sole cost from time to time, but not more frequently than once a month, a written request, in a form to be approved by Sublandlord, for disbursement of portions of the allowance set forth above (the "Allowance"). Each such request shall include (i) a copy of the ▇▇▇▇ or invoice, approved by Subtenant, which Subtenant is required to pay, and expensea certification from Subtenant's construction representative that the amount set forth in such request is due and owing, (ii) executed mechanic's lien releases from all of the contractors working on such improvements, which shall comply with the appropriate provisions, as reasonably determined by Sublandlord, of California Civil Code Section 3262(d), and (iii) such additional information and evidence as Sublandlord may reasonably require. Sublandlord shall pay to Subtenant within thirty (30) days after receipt of each such request the date of the Lease amounts so requested by Subtenant in a check made jointly payable to Subtenant's general contractor and to Subtenant, less a ten percent (10%) retention (the “Lessor’s TI’s”aggregate amount of such retention is referred to herein as the "Final Retention"). In addition, Lessor will fund up to Four until such time as the Five Hundred Thousand Dollars per square foot (the “Lessor’s TI Contribution”) of rentable space ($252,420500,000.00) for TI’s to be completed by Lessee as described on Exhibit B.1 (the “Lessee’s TI’s”) All TI’s completed by Lessee shall be in a good workmanlike manner that matches at least the current quality and type of finishes installed in the Premises as of the date of the Lease. Upon “Substantial Completion” of the TI’s completed by Lessee, which is defined as the time in which the City of Santa ▇▇▇▇▇ Allowance has signed off the building permit and completed the final inspection, Lessee will deliver the following documents to Lessor: “as built” drawings (hard copy and CAD), final signed off building permit, certificate of occupancy (collectively the “TI Documents”), and complete a walk through of the Premises with Lessor’s representatives. Lessor will fund the Lessor’s TI Contribution requested by Lessee, if any, within ten (10) days of receipt of the TI Documents. Subject to Lessor’s advance review and approval of Lessee’s TI’s, which shall not be unreasonably withheld and said plan review will be completed by Lessor within three (3) business days of receipt of the proposed plans from Lessee, and Lessee completing the Lessee’s TI’s in accordance with the terms of this Lease, Lessee’s TI’s will not need to be removed and the Premises will not need to be restored to the condition that existed prior to the Lessee’s TI’s at Lease termination. Lessor grants Lessee the right to use the furniture, racks, cubicles, cafeteria equipment, voice and data cabling, telephone/voice mail system, telephone handsets and UPS in the Premises as of the date of this Lease (the “FF&E”) during the Term of the Lease at no additional cost. Lessor and Lessee will jointly complete a physical inventory at a mutually agreeable time during normal business hours on or before the Commencement Date, of the FF&E as of the date of the Lease which will be incorporated in Exhibit C to this Lease. Lessee acknowledges that it accepts the existing FF&E been depleted in its “as is where is” conditionentirety. Sublandlord shall pay to Subtenant by check jointly payable to Subtenant and its general contractor, and to the extent required for Lessee’s continued use of the FF&E during the Lease Term or any extension thereof, Lessee is solely responsible for all maintenance and repair of the FF&E. If Lessee determines prior to or during the Lease Term that it will not use certain FF&E (the “Discarded FF&E”), Lessee will notify Lessor in writing describing the Discarded FF&E. Lessor will have five (5) days to determine if Lessor wants to remove the Discarded FF&E. Lessor’s failure to respond within the five (5) days Final Retention following the written notice from Lessee will automatically allow Lessee to remove and dispose completion of the Discarded FF&E at Lessee’s sole cost and expense. If Lessor decides to accept the Discarded FF&E, Lessor will have up to twenty (20) days to remove the Discarded FF&E at Lessor’s sole cost and expense at a time mutually agreed to by the parties. If Lessor fails to remove the Discarded FF&E within the 20 day period, then Lessee may remove and dispose construction of the Discarded FF&E at Lessee’s sole cost and expense. The Lessor’s TI Contribution may be used for any out Subtenant's work of pocket direct expenses related to the Lessee’s TI’s improvement in the Premises, including: signageprovided that Subtenant delivers to Sublandlord properly executed mechanic lien releases in compliance with both California Civil Code Section 3262(d)(2), moving costs, third party project management, wiring and cabling and alterations as described on Exhibit B.1either Section 3262(d)(3) or Section 3262(d)(4).

Tenant Improvements. (a) Reference is hereby made to that certain Lease dated June 13, 2008 by and between MIT 149 ▇▇▇▇▇▇ Leasehold LLC (“TI’s149 Landlord”): Lessor will complete ), an affiliate of Landlord, as landlord, and Tenant, as tenant, as amended by that certain First Amendment to Lease dated March 29, 2010 and as further amended by that certain Second Amendment to Lease dated as of even date herewith (collectively, the TI“149 Lease”) with respect to that certain building located at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Cambridge, MA (the “149 Building”). (b) In accordance with and subject to the provisions of the Lease and the 149 Lease, as applicable, including without limitation Section 11 thereof, Tenant desires to perform Alterations to the Premises and the premises demised under the 149 Lease (collectively, “Tenant’s as described on Exhibit B, Work”). Tenant’s Work shall be (i) performed at LessorTenant’s sole cost and expense, subject to reimbursement pursuant to Sections 4(c) and 5(b)(iii) below, (ii) performed by one or more contractors selected by Tenant and reasonably approved by Landlord, and (iii) completed on or before March 31, 2019, time being of the essence. (c) As an inducement to Tenant’s entering into this First Amendment and the Second Amendment to the 149 Lease of even date herewith, Landlord and 149 Landlord have agreed to reimburse Tenant in the aggregate for up to Two Hundred Thousand Dollars ($200,000) (the “TI Allowance”) of the reasonable out of pocket costs and expenses incurred by Tenant in connection with Tenant’s Work (the “TI Costs”). For the purposes hereof, the cost to be so reimbursed by Landlord shall not include (i) the cost of any of Tenant’s Property, including without limitation telecommunications and computer equipment and all associated wiring and cabling, any de-mountable decorations, artwork and partitions, signs, and trade fixtures, (ii) the cost of any fixtures or Alterations that will be removed at the end of the Term, (iii) any fees paid to Tenant, any Affiliated Entity or Successor, and (iv) any so-called “soft costs.” (i) Subject to Section 4(c)(ii) below, with respect to portions of Tenant’s Work relating to the Building (as opposed to the 149 Building), Landlord shall, within thirty (30) days after receipt of a reasonably detailed requisition (accompanied by copies of all invoices and unconditional lien waivers relating to such work from Tenant’s contractor(s), as well as a certification executed by the Chief Executive Officer, Chief Financial Officer, Chief Operations Officer, or Vice President of Tenant that the amount of the date requisition in question does not exceed the cost of the items, services and work covered by such requisition) reimburse Tenant for the TI Costs reflected in such requisition; provided, however, in no event (other than as expressly set forth in Section 5(b)(iii) below) shall Landlord or 149 Landlord have any obligation to reimburse Tenant for more than Two Hundred Thousand Dollars ($200,000) of the TI Costs in the aggregate, it being understood and agreed that any payment made by 149 Landlord on account of the TI Allowance shall reduce the liability of Landlord under this Section 4 (and any payment made by Landlord on account of the TI Allowance shall reduce the liability of 149 Landlord under the 149 Lease). (ii) Notwithstanding anything to the contrary herein contained: (A) Landlord shall have no obligation to advance funds on account of the TI Allowance (1) until Landlord shall have received an original W-9 executed by Tenant, nor (2) more than once per month; (B) Landlord shall have no obligation to pay any portion of the TI Allowance with respect to any requisition submitted after June 30, 2019, time being of the essence; (C) Tenant shall not be entitled to any unused portion of the TI Allowance; and (D) Landlord’s obligation to pay any portion of the TI Allowance shall be conditioned upon there existing no default by Tenant in its obligations under the Lease and/or the 149 Lease at the time that Landlord would otherwise be required to make such payment (it being understood and agreed that if Tenant cures such default prior to the expiration of the notice and/or cure periods set forth in Section 20.1 of the Lease and/or the 149 Lease, as applicable, Landlord shall make such payment promptly after the cure is effectuated). (iii) In the “Lessorevent Tenant owes Landlord any sums under or pursuant to the Lease at such time as Landlord is obligated pursuant to the provisions of this Section 4 to pay any portion of the TI Allowance, Landlord shall have the right to offset said amount from such payment of the TI Allowance. (d) During periods when Tenant’s TI’s”). In additionWork or any Alterations are being performed, Lessor will fund up to Four Dollars per square foot Tenant shall maintain (the “Lessor’s TI Contribution”) of rentable space ($252,420) for TI’s or cause to be completed maintained) so-called all risk or special cause of loss property insurance or its equivalent and/or builders risk insurance on 100% replacement cost coverage basis, including hard and soft costs coverages. Such insurance shall protect and insure Landlord, Landlord's agents, Tenant and Tenant's contractors, as their interests may appear, against loss or damage by Lessee fire, water damage, vandalism and malicious mischief, and such other risks as described on Exhibit B.1 (are customarily covered by so-called all risk or special cause of loss property / builders risk coverage or its equivalent and shall otherwise include no less than the “Lessee’s TI’s”coverage terms required for property insurance under Section 14.1(b) All TI’s completed by Lessee shall be in a good workmanlike manner that matches at least the current quality and type of finishes installed in the Premises as of the date of the Lease. Upon “Substantial Completion” of the TI’s completed by Lessee, which is defined as the time in which the City of Santa ▇▇▇▇▇ has signed off the building permit and completed the final inspection, Lessee will deliver the following documents to Lessor: “as built” drawings (hard copy and CAD), final signed off building permit, certificate of occupancy (collectively the “TI Documents”), and complete a walk through of the Premises with Lessor’s representatives. Lessor will fund the Lessor’s TI Contribution requested by Lessee, if any, within ten (10) days of receipt of the TI Documents. Subject to Lessor’s advance review and approval of Lessee’s TI’s, which shall not be unreasonably withheld and said plan review will be completed by Lessor within three (3) business days of receipt of the proposed plans from Lessee, and Lessee completing the Lessee’s TI’s in accordance with the terms of this Lease, Lessee’s TI’s will not need to be removed and the Premises will not need to be restored to the condition that existed prior to the Lessee’s TI’s at Lease termination. Lessor grants Lessee the right to use the furniture, racks, cubicles, cafeteria equipment, voice and data cabling, telephone/voice mail system, telephone handsets and UPS in the Premises as of the date of this Lease (the “FF&E”) during the Term of the Lease at no additional cost. Lessor and Lessee will jointly complete a physical inventory at a mutually agreeable time during normal business hours on or before the Commencement Date, of the FF&E as of the date of the Lease which will be incorporated in Exhibit C to this Lease. Lessee acknowledges that it accepts the existing FF&E in its “as is where is” condition, and to the extent required for Lessee’s continued use of the FF&E during the Lease Term or any extension thereof, Lessee is solely responsible for all maintenance and repair of the FF&E. If Lessee determines prior to or during the Lease Term that it will not use certain FF&E (the “Discarded FF&E”), Lessee will notify Lessor in writing describing the Discarded FF&E. Lessor will have five (5) days to determine if Lessor wants to remove the Discarded FF&E. Lessor’s failure to respond within the five (5) days following the written notice from Lessee will automatically allow Lessee to remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. If Lessor decides to accept the Discarded FF&E, Lessor will have up to twenty (20) days to remove the Discarded FF&E at Lessor’s sole cost and expense at a time mutually agreed to by the parties. If Lessor fails to remove the Discarded FF&E within the 20 day period, then Lessee may remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. The Lessor’s TI Contribution may be used for any out of pocket direct expenses related to the Lessee’s TI’s in the Premises, including: signage, moving costs, third party project management, wiring and cabling and alterations as described on Exhibit B.1.

Tenant Improvements. (a) Tenant hereby agrees and acknowledges that the Expansion Premises are being delivered on an “TI’sas-is” basis. Any improvements necessary or otherwise desired by Tenant (the ”): Lessor will complete Improvements”) shall be the TI’s as described on Exhibit Bsole responsibility of Tenant, at Lessor’s sole cost and expense, within thirty (30) days of shall otherwise be subject to the date provisions of the Lease (including, without limitation, the requirement to obtain Landlord’s approval prior to construction or installation of such Improvements). Landlord shall provide Tenant with a tenant improvement allowance equal to $6.00 per rentable square foot in the Premises (the “Lessor’s TI’sImprovement Allowance”). In additionUnless otherwise agreed to in writing by Landlord and Tenant, Lessor will fund up all such Improvements constructed with such Improvement Allowance shall be constructed pursuant to Four Dollars per square foot plans mutually approved by Landlord and Tenant, in their respective reasonable discretion (the “Lessor’s TI ContributionPlans”) of rentable space ($252,420) ). Notwithstanding anything to the contrary. Landlord acknowledges and agrees that the Improvement Allowance may be used for TI’s to be completed by Lessee as described on Exhibit B.1 (the “Lessee’s TI’s”) All TI’s completed by Lessee shall be in a good workmanlike manner that matches at least the current quality more than one construction event, and type of finishes for any improvements installed in the Premises as of (including the date of Original Premises) or any improvements installed in the Lease. Upon “Substantial Completion” of the TI’s completed premises leased by Lessee, which is defined as the time in which the City of Santa Tenant located at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ has signed off the building permit and completed the final inspection▇▇▇▇▇▇▇, Lessee will deliver the following documents to Lessor: “as built” drawings ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ (hard copy and CAD), final signed off building permit, certificate of occupancy (collectively the “TI Documents4000 International Premises”), and complete a walk through until the maximum amount of the Premises with Lessor’s representatives. Lessor will fund the Lessor’s TI Contribution requested Improvement Allowance is fully utilized. (b) The Improvement Allowance shall be paid to Tenant by Lessee, if any, Landlord following within ten (10) business days of receipt following Tenant’s written request therefore, subject to each of the TI Documentsfollowing conditions (to the extent such condition is applicable to the Improvement for which reimbursement is being requested): (1) completion of the applicable Improvements pursuant to the Plans to Landlord’s reasonable satisfaction, (2) Tenant’s delivery to Landlord of a true copy of its Certificate of Occupancy (or similar governmental occupancy permit), and (3) Landlord’s satisfaction that all bills have been paid to Tenant’s contractors, subcontractors, and professionals, and an Affidavit of Total Release and Bills Paid has been delivered to Landlord from the general contractor, all subcontractors and all suppliers, all subcontractors and all suppliers. Subject Notwithstanding anything to Lessor’s advance review and approval of Lessee’s TI’sthe contrary contained in this Exhibit, which Landlord shall not be unreasonably withheld and said plan review will be completed by Lessor within three (3) business days of receipt obligated to make any disbursement of the proposed plans from Lessee, and Lessee completing Improvement Allowance during the Lessee’s TI’s in accordance with the terms pendency of this Lease, Lessee’s TI’s will not need to be removed and the Premises will not need to be restored to the condition that existed prior to the Lessee’s TI’s at Lease termination. Lessor grants Lessee the right to use the furniture, racks, cubicles, cafeteria equipment, voice and data cabling, telephone/voice mail system, telephone handsets and UPS in the Premises as any of the date following: (A) Landlord has received written notice of this Lease (the “FF&E”) during the Term any unpaid claims relating to any portion of the Lease at no additional cost. Lessor and Lessee will jointly complete a physical inventory at a mutually agreeable time during normal business hours on Improvements or before materials in connection therewith, (B) there is an unbonded lien outstanding against the Commencement DateBuilding, of the FF&E as of the date of the Lease which will be incorporated in Exhibit C to this Lease. Lessee acknowledges that it accepts the existing FF&E in its “as is where is” condition, and to the extent required for Lessee’s continued use of the FF&E during the Lease Term or any extension thereof, Lessee is solely responsible for all maintenance and repair of the FF&E. If Lessee determines prior to or during the Lease Term that it will not use certain FF&E (the “Discarded FF&E”), Lessee will notify Lessor in writing describing the Discarded FF&E. Lessor will have five (5) days to determine if Lessor wants to remove the Discarded FF&E. Lessor’s failure to respond within the five (5) days following the written notice from Lessee will automatically allow Lessee to remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. If Lessor decides to accept the Discarded FF&E, Lessor will have up to twenty (20) days to remove the Discarded FF&E at Lessor’s sole cost and expense at a time mutually agreed to by the parties. If Lessor fails to remove the Discarded FF&E within the 20 day period, then Lessee may remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. The Lessor’s TI Contribution may be used for any out of pocket direct expenses related to the Lessee’s TI’s in the Premises, including: signagethe 4000 International Premises, moving or the building in which the 4000 International Premises is located, or Tenant’s interest in any of such buildings or premises by reason of work done, or claimed to have been done, or materials supplied or specifically fabricated, claimed to have been supplied or specifically fabricated, to or for Tenant, the Premises or the 4000 International Premises, (C) the conditions to the payment of the Improvement Allowance are not satisfied, or (D) an Event of Default by Tenant exists. The Improvement Allowance must be used (that is, the Improvements must be fully complete and the Improvement Allowance disbursed) within twelve months following the Expansion Commencement Date or shall be deemed forfeited with no further obligation by Landlord with respect thereto, time being of the essence with respect thereto. (c) The entire cost for the Improvements (including design of and space planning. preparation of working drawings and the final “as-built” plans, costs of construction labor and materials, electrical usage during construction, additional janitorial services, related taxes and insurance costs, third party project managementlicenses, wiring permits, certifications, surveys and cabling other approvals required by applicable law, and alterations the construction supervision fee referenced below (all of which costs are herein collectively called the “Total Construction Costs”) in excess of the Improvement Allowance (hereinafter defined) shall be paid by Tenant. (d) Landlord or its Affiliate or agent shall supervise the construction and/or installation of the Improvements, and act as described on Exhibit B.1a liaison between the contractor and Tenant and coordinate the relationship between the Improvements, the Building and the Building’s Systems. In consideration for Landlord’s construction supervision services, Tenant shall pay to Landlord a construction supervision fee equal to 3% of the Total Construction Costs. For purposes herein, the term ”Total Construction Costs” shall mean the entire cost for the Improvements (including design of and space planning, preparation of working drawings and the final “as-built” plans, costs of construction labor and materials, electrical usage during construction, additional janitorial services, related taxes and insurance costs, licenses, permits, certifications, surveys and other approvals required by applicable law).

Tenant Improvements. “TI’s”): Lessor will complete Sublessor agrees to lease to Sublessee and Sublessee agrees to lease from Sublessor on an "as is" basis the TI’s as described Manufacturing Improvements, the Utility Installations and other trade fixtures or improvements pertaining to the production or to mechanical or electrical systems ("Tenant Improvements"), including without limitation those improvements listed on Exhibit B, at Lessor’s sole cost and expense, within thirty (30) days EXHIBIT "C" attached hereto. During the term of the date Sublease, Sublessee shall bear the risk of loss with respect to the Lease (the “Lessor’s TI’s”). In addition, Lessor will fund up to Four Dollars per square foot (the “Lessor’s TI Contribution”) of rentable space ($252,420) for TI’s to be completed by Lessee as described on Exhibit B.1 (the “Lessee’s TI’s”) All TI’s completed by Lessee Tenant Improvements and shall be in a good workmanlike manner that matches at least the current quality obtain and type of finishes installed in the Premises as of the date of the Lease. Upon “Substantial Completion” of the TI’s completed by Lessee, maintain insurance which is defined as the time in which the City of Santa ▇▇▇▇▇ has signed off the building permit and completed the final inspection, Lessee will deliver the following documents to Lessor: “as built” drawings (hard copy and CAD), final signed off building permit, certificate of occupancy (collectively the “TI Documents”)insures such Tenant Improvements, and complete a walk through all of the Premises with Lessor’s representatives. Lessor will fund the Lessor’s TI Contribution requested by Lessee's personal property, fixtures, equipment and tenant improvements, if any, within ten (10) days of receipt for "all risks" for the full new replacement cost value thereof without deduction for depreciation of the TI Documentscovered items and which policies shall name Sublessor as an additional insured and loss payee thereof. Subject to Lessor’s advance review Sublessee shall, at its sole expense, keep the Tenant Improvements in good repair, condition and approval of Lessee’s TI’sworking order, which ordinary wear and tear excepted, and shall not be unreasonably withheld indemnify, defend and said plan review will be completed hold harmless Sublessor, its assignees, transferees and successors and their respective employees, officers and/or agents, from and against any losses (including tax liability), costs, expenses, liabilities, damages, penalties and disbursements at law or in equity, including attorneys' fees, imposed on or incurred by Lessor within three (3) business days of receipt or asserted against the indemnified parties arising out of the proposed plans from Lesseeleasing, ownership, use, possession, control, maintenance or operation of the Tenant Improvements and claims for property damage, personal injury or wrongful death arising in strict liability or negligence. All indemnities contained in this Paragraph 23 shall survive the expiration or other termination of this Sublease and are expressly made for the benefit of, and Lessee completing the Lessee’s TI’s in accordance with the terms of this Leaseshall be enforceable by, Lessee’s TI’s will not need to be removed and the Premises will not need to be restored to the condition that existed prior to the Lessee’s TI’s at Lease termination. Lessor grants Lessee the right to use the furniture, racks, cubicles, cafeteria equipment, voice and data cabling, telephone/voice mail system, telephone handsets and UPS in the Premises as any or all of the date of this Lease (the “FF&E”) during the Term of the Lease at no additional cost. Lessor and Lessee will jointly complete a physical inventory at a mutually agreeable time during normal business hours on or before the Commencement Date, of the FF&E as of the date of the Lease which will be incorporated in Exhibit C to this Lease. Lessee acknowledges that it accepts the existing FF&E in its “as is where is” condition, and to the extent required for Lessee’s continued use of the FF&E during the Lease Term or any extension thereof, Lessee is solely responsible for all maintenance and repair of the FF&E. If Lessee determines prior to or during the Lease Term that it will not use certain FF&E (the “Discarded FF&E”), Lessee will notify Lessor in writing describing the Discarded FF&E. Lessor will have five (5) days to determine if Lessor wants to remove the Discarded FF&E. Lessor’s failure to respond within the five (5) days following the written notice from Lessee will automatically allow Lessee to remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. If Lessor decides to accept the Discarded FF&E, Lessor will have up to twenty (20) days to remove the Discarded FF&E at Lessor’s sole cost and expense at a time mutually agreed to by the indemnified parties. If Lessor fails to remove the Discarded FF&E within the 20 day period, then Lessee may remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. The Lessor’s TI Contribution may be used for any out of pocket direct expenses related to the Lessee’s TI’s in the Premises, including: signage, moving costs, third party project management, wiring and cabling and alterations as described on Exhibit B.1.

Tenant Improvements. “TI’s”): Lessor will complete (a) Tenant takes and accepts the TI’s New Space from Landlord in its present as-is condition and as described on suited for the use intended by Tenant, except for such improvements as may be expressly provided for in the Tenant Improvement Agreement attached hereto and made a part hereof as Exhibit "B". If, at Lessor’s sole cost and expensefor any reason whatsoever, within thirty (30) days the New Space is not substantially completed by July 1, 1996 or if Landlord, for any reason whatsoever, cannot deliver possession of the date of New Space to Tenant by July 1, 1996, the Lease (including this Amendment) shall not be void or voidable, nor shall Landlord be liable to Tenant for any resulting loss or damages resulting therefrom. However, if Landlord is unable to complete the “Lessor’s TI’s”). In addition, Lessor will fund up to Four Dollars per square foot (the “Lessor’s TI Contribution”) of rentable space ($252,420) for TI’s Tenant Improvements to be completed within the New Space by Lessee July 1, 1996 due to delays other than delays caused by Tenant, then the Expiration Date, as described on Exhibit B.1 (defined in this Amendment, with respect to both the “Lessee’s TI’s”New Space and the Existing Premises, and the effective date for the commencement of Base Rental with respect to the New Space set forth in Paragraph 3(a) All TI’s completed by Lessee above, shall be postponed for a like period of time equal to the number of days of such delay. No delay in a good workmanlike manner that matches at least delivery of possession of the current quality and type New Space or postponement of finishes installed the Expansion Date shall operate to relieve Tenant of Tenant's obligations to Landlord as provided in the Premises as of the date of the Lease. Upon “Substantial Completion” of the TI’s completed by Lessee, which is defined as the time in which the City of Santa ▇▇▇▇▇ has signed off the building permit and completed the final inspection, Lessee will deliver the following documents to Lessor: “as built” drawings (hard copy and CAD), final signed off building permit, certificate of occupancy (collectively the “TI Documents”), and complete a walk through of the Premises with Lessor’s representatives. Lessor will fund the Lessor’s TI Contribution requested by Lessee, if any, within ten (10) days of receipt of the TI Documents. Subject to Lessor’s advance review and approval of Lessee’s TI’s, which shall not be unreasonably withheld and said plan review will be completed by Lessor within three (3) business days of receipt of the proposed plans from Lessee, and Lessee completing the Lessee’s TI’s in accordance with the terms of this Lease, Lessee’s TI’s will not need including, without limitation, the obligation to pay Base Rental, except as hereinabove set forth. All Tenant Improvements shall be removed and the Premises will not need to constructed by Landlord's Contractor who shall be restored to the condition that existed prior to the Lessee’s TI’s at Lease termination. Lessor grants Lessee the right to use the furniture, racks, cubicles, cafeteria equipment, voice and data cabling, telephone/voice mail system, telephone handsets and UPS in the Premises as of the date of this Lease (the “FF&E”) during the Term of the Lease at no additional cost. Lessor and Lessee will jointly complete a physical inventory at a mutually agreeable time during normal business hours on or before the Commencement Date, of the FF&E as of the date of the Lease which will be incorporated in Exhibit C to this Lease. Lessee acknowledges that it accepts the existing FF&E in its “as is where is” condition, and to the extent required for Lessee’s continued use of the FF&E during the Lease Term or any extension thereof, Lessee is solely responsible for all maintenance and repair of the FF&E. If Lessee determines prior to or during the Lease Term that it will not use certain FF&E (the “Discarded FF&E”), Lessee will notify Lessor in writing describing the Discarded FF&E. Lessor will have five (5) days to determine if Lessor wants to remove the Discarded FF&E. Lessor’s failure to respond within the five (5) days following the written notice from Lessee will automatically allow Lessee to remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. If Lessor decides to accept the Discarded FF&E, Lessor will have up to twenty (20) days to remove the Discarded FF&E at Lessor’s sole cost and expense at a time mutually agreed to selected by the parties. If Lessor fails to remove the Discarded FF&E within the 20 day period, then Lessee may remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. The Lessor’s TI Contribution may be used for any out of pocket direct expenses related to the Lessee’s TI’s in the Premises, including: signage, moving costs, third party project management, wiring and cabling and alterations as described on Exhibit B.1.Landlord pursuant

Tenant Improvements. “TI’s”): Lessor will complete Landlord shall cause the TI’s as described on Exhibit B, at Lessor’s sole cost and expense, within thirty (30) days of the date of the Lease work (the “Lessor’s TI’sTenant Improvements”). In addition, Lessor will fund up to Four Dollars per square foot ) described in the Work Letter attached hereto as Exhibit A (the “Lessor’s TI ContributionWork Letter”) of rentable space to be constructed in the Premises at a cost to Landlord not to exceed Five Hundred Fifty-One Thousand Five Hundred Dollars ($252,420551,500) for TI’s to be completed by Lessee as described on Exhibit B.1 (the “LesseeTI Allowance”). 7.1 The TI Allowance may be applied to the costs of (a) construction, (b) project management by Landlord (which fee shall equal one point five percent (1.5%) of the cost of the Tenant Improvements, including the TI Allowance), (c) commissioning of mechanical, electrical and plumbing systems by a licensed, qualified commissioning agent hired by Landlord, and review of such party’s TI’scommissioning report by a licensed, qualified commissioning agent hired by Tenant, (d) space planning, architect, engineering and other related services performed by third parties unaffiliated with Tenant, (e) building permits and other taxes, fees, charges and levies by Governmental Authorities for permits or for inspections of the Tenant Improvements, and (f) costs and expenses for labor, material, equipment and fixtures. In no event shall the TI Allowance be used for (w) payments to Tenant or any affiliates of Tenant, (x) the purchase of any furniture, personal property or other non-building system equipment, (y) costs arising from any default by Tenant of its obligations under the Lease or (z) costs that are recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). 7.2 Tenant shall have until the date that is eighteen (18) months after the First Amendment Execution Date (such date, the “TI Deadline”) All TI), to expend the unused portion of the TI Allowance, after which date Landlord’s completed by Lessee obligation to fund any such costs shall expire. In no event shall any unused TI Allowance entitle Tenant to a credit against Rent payable under the Lease. 7.3 Tenant acknowledges that Landlord shall be in a good workmanlike manner that matches at least constructing the current quality and type of finishes installed Tenant Improvements in the Premises as during Tenant’s occupancy of the date Premises for the Permitted Use. Tenant shall permit Landlord to enter the Premises at all times (including during business hours) to construct the Tenant Improvements, and Tenant shall otherwise reasonably cooperate with Landlord throughout the construction process to enable Landlord to complete the Tenant Improvements in a timely and efficient manner. In constructing the Tenant Improvements, Landlord shall reasonably cooperate with Tenant so as to cause as little interference to Tenant as is reasonably possible; provided, however, that in no event shall Landlord’s construction of the Lease. Upon “Substantial Completion” of Tenant Improvements in the TI’s completed by Lessee, which is defined as the time in which the City of Santa Premises (a) cause Rent to ▇▇▇▇▇ has signed off under the building permit and completed the final inspection, Lessee will deliver the following documents to Lessor: “as built” drawings (hard copy and CAD), final signed off building permit, certificate of occupancy (collectively the “TI Documents”), and complete a walk through of the Premises with Lessor’s representatives. Lessor will fund the Lessor’s TI Contribution requested by Lessee, if any, within ten (10) days of receipt of the TI Documents. Subject to Lessor’s advance review and approval of Lessee’s TI’s, which shall not be unreasonably withheld and said plan review will be completed by Lessor within three (3) business days of receipt of the proposed plans from Lessee, and Lessee completing the Lessee’s TI’s in accordance with the terms of this Lease, Lessee’s TI’s will not need (b) give rise to be removed and the Premises will not need to be restored to the condition that existed prior to the Lessee’s TI’s at Lease termination. Lessor grants Lessee the right to use the furnitureany claim by Tenant for damages or (c) constitute a forcible or unlawful entry, racks, cubicles, cafeteria equipment, voice and data cabling, telephone/voice mail system, telephone handsets and UPS in the Premises as a detainer or an eviction of the date of this Lease (the “FF&E”) during the Term of the Lease at no additional cost. Lessor and Lessee will jointly complete a physical inventory at a mutually agreeable time during normal business hours on or before the Commencement Date, of the FF&E as of the date of the Lease which will be incorporated in Exhibit C to this Lease. Lessee acknowledges that it accepts the existing FF&E in its “as is where is” condition, and to the extent required for Lessee’s continued use of the FF&E during the Lease Term or any extension thereof, Lessee is solely responsible for all maintenance and repair of the FF&E. If Lessee determines prior to or during the Lease Term that it will not use certain FF&E (the “Discarded FF&E”), Lessee will notify Lessor in writing describing the Discarded FF&E. Lessor will have five (5) days to determine if Lessor wants to remove the Discarded FF&E. Lessor’s failure to respond within the five (5) days following the written notice from Lessee will automatically allow Lessee to remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. If Lessor decides to accept the Discarded FF&E, Lessor will have up to twenty (20) days to remove the Discarded FF&E at Lessor’s sole cost and expense at a time mutually agreed to by the parties. If Lessor fails to remove the Discarded FF&E within the 20 day period, then Lessee may remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. The Lessor’s TI Contribution may be used for any out of pocket direct expenses related to the Lessee’s TI’s in the Premises, including: signage, moving costs, third party project management, wiring and cabling and alterations as described on Exhibit B.1Tenant.

Tenant Improvements. (a) Landlord shall provide to Tenant an allowance of up to $25.00 per rentable square foot of the Premises (i.e., up to $191,875.00, based on the Premises consisting of approximately 7,675 rentable square feet, hereinafter referred to as the “TI’sAllowance”): Lessor will ) to be used by Tenant to design and complete interior improvements to refurbish the TIPremises (the “Tenant Improvements”) in accordance with and subject to the terms and conditions of Section 8 of the Lease with respect to Alterations, including, without limitation, the requirement that Tenant obtain Landlord’s as described on Exhibit Bprior written approval for the Tenant Improvements; provided, at Lessorhowever, Tenant need not obtain Landlord’s sole cost approval for any portion of the Tenant Improvements which satisfies the conditions set forth in the last sentence of Section 8.1 of the Lease. Landlord shall reimburse the Allowance after the completion of the Tenant Improvements and expense, within thirty (30) days after Landlord’s receipt of (i) paid invoices from all of the date contractors and/or subcontractors (“Tenant Contractors”) for labor rendered and materials delivered to the Premises, (ii) executed unconditional mechanic’s lien releases from all of the Lease (the “Lessor’s TI’s”). In addition, Lessor will fund up Tenant Contractors to Four Dollars per square foot (the “Lessor’s TI Contribution”) of rentable space ($252,420) for TI’s to be completed by Lessee as described on Exhibit B.1 (the “Lessee’s TI’s”) All TI’s completed by Lessee shall be in a good workmanlike manner that matches at least the current quality and type of finishes installed whom payment is included in the Premises as of the date of the Lease. Upon “Substantial Completion” of the TI’s completed by Lessee, which is defined as the time in which the City of Santa ▇▇▇▇▇ has signed off the building permit and completed the final inspection, Lessee will deliver the following documents to Lessor: “as built” drawings (hard copy and CAD), final signed off building permit, certificate of occupancy (collectively the “TI Documents”)Allowance, and complete a walk through of the Premises with Lessor’s representatives. Lessor will fund the Lessor’s TI Contribution (iii) all other information reasonably requested by LesseeLandlord. (b) The Allowance is applicable only to the Tenant Improvements, if any, within ten (10) days of receipt of the TI Documents. Subject to Lessor’s advance review and approval of Lessee’s TI’s, which shall not be unreasonably withheld and said plan review will be completed by Lessor within three (3) business days of receipt of the proposed plans from Lessee, and Lessee completing the Lessee’s TI’s in accordance with the terms of this Lease, Lessee’s TI’s will not need to be removed and the Premises will not need to be restored to the condition that existed prior to the Lessee’s TI’s at Lease termination. Lessor grants Lessee the right to use the furniture, racks, cubicles, cafeteria equipment, voice and data cabling, telephone/voice mail system, telephone handsets and UPS in the Premises as of the date of this Lease (the “FF&E”) during the Term of the Lease at no additional cost. Lessor and Lessee will jointly complete a physical inventory at a mutually agreeable time during normal business hours on or before the Commencement Date, of the FF&E as of the date of the Lease which will be incorporated in Exhibit C to this Lease. Lessee acknowledges that it accepts the existing FF&E in its “as is where is” condition, and to the extent required for Lessee’s continued use of the FF&E during the Lease Term or any extension thereof, Lessee is solely responsible for all maintenance and repair of the FF&E. If Lessee determines prior to or during the Lease Term that it will not use certain FF&E (the “Discarded FF&E”), Lessee will notify Lessor in writing describing the Discarded FF&E. Lessor will have five (5) days to determine if Lessor wants to remove the Discarded FF&E. Lessor’s failure to respond within the five (5) days following the written notice from Lessee will automatically allow Lessee to remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. If Lessor decides to accept the Discarded FF&E, Lessor will have up to twenty (20) days to remove the Discarded FF&E at Lessor’s sole cost and expense at a time mutually agreed to by the parties. If Lessor fails to remove the Discarded FF&E within the 20 day period, then Lessee may remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. The Lessor’s TI Contribution may be used for any out other purpose, such as, but not limited to, the purchase or installation of pocket direct expenses related furniture, trade fixtures, or personal property. If all or any portion of the Allowance shall not be used by December 31, 2022 (“Outside Date”), Landlord shall be entitled to the Lessee’s TI’s savings and Tenant shall receive no credit therefor. Notwithstanding anything in this Amendment to the contrary, Landlord shall not be obligated to disburse any portion of the Allowance during the continuance of an uncured default under the Amended Lease. (c) Notwithstanding the foregoing, Tenant shall have the right to apply an unused portion of the Allowance in the Premisesamount of up to $16.00 per rentable square foot of the Premises (i.e., including: signageup to $122,800.00, moving costsbased on the Premises consisting of approximately 7,675 rentable square feet) as a credit against Base Rent next coming due under the Amended Lease, third party project management, wiring provided that Tenant submits to Landlord written notice of such election and cabling and alterations as described on Exhibit B.1designates a credit against Base Rent to be applied prior to the Outside Date.

Tenant Improvements. “TI’s”): Lessor will complete The Tenant Improvements (as defined in the TI’s Tenant Work Letter attached as described on Exhibit B, at Lessor’s sole cost and expense, within thirty (30B to this Second Amendment) days of to the date of the Lease (the “Lessor’s TI’s”). In addition, Lessor will fund up to Four Dollars per square foot (the “Lessor’s TI Contribution”) of rentable space ($252,420) for TI’s to be completed by Lessee as described on Exhibit B.1 (the “Lessee’s TI’s”) All TI’s completed by Lessee Expanded Premises shall be in a good workmanlike manner that matches at least the current quality installed and type of finishes installed in the Premises as of the date of the Lease. Upon “Substantial Completion” of the TI’s completed by Lessee, which is defined as the time in which the City of Santa ▇▇▇▇▇ has signed off the building permit and completed the final inspection, Lessee will deliver the following documents to Lessor: “as built” drawings (hard copy and CAD), final signed off building permit, certificate of occupancy (collectively the “TI Documents”), and complete a walk through of the Premises with Lessor’s representatives. Lessor will fund the Lessor’s TI Contribution requested by Lessee, if any, within ten (10) days of receipt of the TI Documents. Subject to Lessor’s advance review and approval of Lessee’s TI’s, which shall not be unreasonably withheld and said plan review will be completed by Lessor within three (3) business days of receipt of the proposed plans from Lessee, and Lessee completing the Lessee’s TI’s constructed in accordance with the terms of this Lease, Lessee’s TI’s will not need to be removed and the Premises will not need to be restored to the condition that existed prior to the Lessee’s TI’s at Lease termination. Lessor grants Lessee the right to use the furniture, racks, cubicles, cafeteria equipment, voice and data cabling, telephone/voice mail system, telephone handsets and UPS in the Premises as of the date of this Lease Tenant Work Letter (the “FF&EWork Letter”) during the Term attached hereto as Exhibit B and made a part hereof. If any improvements, alterations or work are required under provisions of the Lease at no additional cost. Lessor ADA due to the Tenant Improvements or the Building Systems Improvements (as defined in Exhibit B), such improvements, alterations or work shall be deemed Tenant ADA Work and Lessee will jointly complete a physical inventory at a mutually agreeable time during normal business hours on or before the Commencement Date, cost of such Tenant ADA Work shall be borne solely by Tenant (subject to the Tenant Improvement Allowance and the Building Systems Allowance) and shall not be included as part of the FF&E as of the date of the Lease which will be incorporated in Exhibit C to this LeaseOperating Expenses. Lessee Tenant acknowledges that it accepts has been and continues to be in possession of the existing FF&E Original Premises and is familiar with the condition of the Original Premises. Except as expressly provided in this Second Amendment, Tenant hereby agrees that the ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ First Floor Premises shall be taken “as is”, “with all faults”, “without any representations or warranties.” Tenant hereby acknowledges that it has had an opportunity to investigate and inspect the condition of the ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ First Floor Premises and the suitability of same for Tenant’s purposes, and Tenant does hereby waive and disclaim any objection to, cause of action based upon, or claim that its obligations hereunder should be reduced or limited because of the condition of the ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ First Floor Premises, the ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Building or the Park or the suitability of same for Tenant’s purposes. Tenant acknowledges that, except as expressly set forth otherwise in the Lease, as amended by this Second Amendment, neither Landlord nor any agent nor any employee of Landlord has made any representations or warranty with respect to the ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ First Floor Premises, the Original Premises, the ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Building, the 892 ▇▇▇▇ Drive Building or the Park or with respect to the suitability of either for the conduct of Tenant’s business and Tenant expressly warrants and represents that Tenant has relied solely on its own investigation and inspection of the ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ First Floor Premises, the Building and the Park in its decision to enter into this Second Amendment and let the ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ First Floor Premises in an “as is where is” condition. No promise of Landlord to alter, remodel, repair, or improve the ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ First Floor Premises, the Original Premises, the Building, or the Park, and no representation, express or implied, respecting any matter or thing relating to the extent required for Lessee’s continued use ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ First Floor Premises, Original Premises, Building, Park, or this Second Amendment (including, without limitation, the condition of the FF&E during ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ First Floor Premises, the Original Premises, the Building, or the Park) has been made to Tenant by Landlord or its broker or sales agent other than as may be contained in the Lease Term or any extension thereof, Lessee is solely responsible for all maintenance and repair of the FF&E. If Lessee determines prior to or during the Lease Term that it will not use certain FF&E (the “Discarded FF&E”), Lessee will notify Lessor as set forth in writing describing the Discarded FF&E. Lessor will have five (5Section 7(b) days to determine if Lessor wants to remove the Discarded FF&E. Lessor’s failure to respond within the five (5) days following the written notice from Lessee will automatically allow Lessee to remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. If Lessor decides to accept the Discarded FF&E, Lessor will have up to twenty (20) days to remove the Discarded FF&E at Lessor’s sole cost and expense at a time mutually agreed to by the parties. If Lessor fails to remove the Discarded FF&E within the 20 day period, then Lessee may remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. The Lessor’s TI Contribution may be used for any out of pocket direct expenses related to the Lessee’s TI’s in the Premises, including: signage, moving costs, third party project management, wiring and cabling and alterations as described on Exhibit B.1below.

Tenant Improvements. “TI’s”): Lessor will complete Unless specified otherwise herein, Tenant shall bear and pay the TI’s 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 the Tenant Improvements, and Landlord's fee for construction oversight only (in an amount equal to one half of one percent (0.5%) of the Tenant Improvement Allowance)); provided that so long as Tenant is not in default under the Lease beyond applicable notice and cure periods, Landlord shall contribute a maximum of $80.00 per rentable square foot of the Leased Premises, for an aggregate maximum of $4,090,880.00 (the "Tenant Improvement Allowance"), which shall be utilized only for the Tenant Improvements and 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 that is twenty-four (24) months following the Effective Date of this Lease (subject to extension for Landlord Delay) (the "Disbursement Deadline"), after which Tenant shall have no further right to request, and Landlord shall have no further obligation to provide, any portion of the Tenant Improvement Allowance. Subject to the Disbursement Deadline, and based upon applications for payment prepared, certified and submitted by Tenant as described on Exhibit Bbelow, at Lessor’s sole cost Landlord shall make progress payments from the Tenant Improvement Allowance to Tenant in accordance with the provisions of this Paragraph 2, 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 expenseCertification for Payment AIA G702 certified by Tenant Improvement Architect, within thirty (30) days and certified as correct by an authorized representative of Tenant, for payment of that portion of the date cost of the Lease (Tenant Improvements allocable to labor, materials and equipment incorporated in the “Lessor’s TI’s”)Building during the period from the first day of the same month projected through the last day of the month. In addition, Lessor will fund up to Four Dollars per square foot (the “Lessor’s TI Contribution”) of rentable space ($252,420) Each application for TI’s to be completed by Lessee as described on Exhibit B.1 (the “Lessee’s TI’s”) All TI’s completed by Lessee payment shall set forth such information and shall be in a good workmanlike manner that matches at least accompanied by copies of such supporting documentation as shall be reasonably requested by Landlord, including the current quality following: (A) Invoices and type of finishes installed canceled checks. (B) Fully executed conditional lien releases in the Premises as form prescribed by applicable 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. (ii) Tenant shall 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) On or before the 30th day following submission of the date application for payment, so long as Tenant is not in default under the terms of this Work Letter or the Lease, 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 Lease. Upon “Substantial Completion” Tenant Improvement Allowance, and the denominator of the TI’s completed by Lessee, which is defined the sum of (i) the estimated construction cost of all Tenant Improvement work and materials for the entire Leased Premises, and (ii) the estimated cost of all professional services, fees and permits in connection therewith. Tenant shall pay the balance of such payment, provided that at such time as Landlord has paid the time in which the City entire Tenant Improvement Allowance on account of Santa such Tenant Improvement work, all b▇▇▇▇▇▇▇ has signed off shall be paid entirely by Tenant. If upon completion of the building permit Tenant Improvement work and completed payment in full to the final inspectionTenant Improvement Contractor, Lessee will deliver the following documents to Lessor: “as built” drawings (hard copy architect and CAD), final signed off building permit, certificate of occupancy (collectively the “TI Documents”)engineer, and complete a walk through payment in full of all fees and permits, the portion of the Premises with Lessor’s representatives. Lessor will fund the Lessor’s TI Contribution requested by Lessee, if any, within ten (10) days of receipt cost of the TI DocumentsTenant 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. Subject Landlord shall have no obligation to Lessor’s advance review and approval of Lessee’s TI’s, which shall not be unreasonably withheld and said plan review will be completed by Lessor within three (3) business days of receipt the Tenant Improvement Allowance to the extent it exceeds the total cost of the proposed plans Tenant Improvement work. In no event shall Landlord have any responsibility for the cost of the Tenant Improvement work in excess of the Tenant 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 Lessee, and Lessee completing the Lessee’s TI’s Tenant Improvement Contractor in accordance connection with the terms of this LeaseTenant Improvement work have, Lessee’s TI’s will not need to be removed and the Premises will not need to be restored in fact, been paid. (iv) Notwithstanding anything to the condition that existed prior contrary herein, Landlord shall have no obligation to the Lessee’s TI’s at Lease termination. Lessor grants Lessee the right to use the furniture, racks, cubicles, cafeteria equipment, voice and data cabling, telephone/voice mail system, telephone handsets and UPS in the Premises as disburse any portion of the date Tenant Improvement Allowance so long as a Letter of this Lease (Credit satisfying the “FF&E”requirements of Paragraph 3.7(b) during the Term of the Lease at no additional costhas not been received by Landlord from Tenant and remains in effect. Lessor and Lessee will jointly complete a physical inventory at a mutually agreeable time during normal business hours on or before the Commencement Date, of the FF&E as of the date of the Lease which will be incorporated in Exhibit C to this Lease. Lessee acknowledges that it accepts the existing FF&E in its “as is where is” condition, and The foregoing shall not apply to the extent required for Lessee’s continued use of the FF&E during the Lease Term or any extension thereof, Lessee is solely responsible for all maintenance and repair of the FF&E. If Lessee determines prior to or during the Lease Term that it will not use certain FF&E (the “Discarded FF&E”), Lessee will notify Lessor in writing describing the Discarded FF&E. Lessor will have five (5) days to determine if Lessor wants to remove the Discarded FF&E. Lessor’s failure to respond within the five (5) days following the written notice from Lessee will automatically allow Lessee to remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. If Lessor decides to accept the Discarded FF&E, Lessor will have up to twenty (20) days to remove the Discarded FF&E at Lessor’s sole cost and expense at a time mutually agreed to by the parties. If Lessor fails to remove the Discarded FF&E within the 20 day period, then Lessee may remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. The Lessor’s TI Contribution may be used for any out of pocket direct expenses related to the Lessee’s TI’s in the Premises, including: signage, moving costs, third party project management, wiring and cabling and alterations as described on Exhibit B.1Test Fit Allowance.

Tenant Improvements. (a) Landlord shall provide Tenant with an allowance in an amount up to $155,000 (the “TI’sTenant Improvement Allowance”): Lessor will complete ) towards (A) the TIcosts of Landlord’s as described on Exhibit Work and (B) the hard and soft costs of improvements to be constructed in the Premises by ▇▇▇▇▇▇ (such improvements to be constructed by Tenant, collectively, the “Tenant Improvements”). The Tenant may allocate any unused portion of the Tenant Improvement Allowance, if any, to racking setup and charging stations. Tenant acknowledges and agrees that, except for the Landlord’s Work, Landlord has no obligation whatsoever to make any improvements to the Premises, Building or Common Areas, it being the understanding of the parties that Tenant accepts the Premises, Building and Common Areas in their current “AS IS” condition and that Tenant shall be solely obligated, at LessorTenant’s sole cost and expense (subject to the application of the Tenant Improvement Allowance), to make any improvements necessary for Tenant’s business operations in the Premises and to obtain any and all Permits required for Tenant’s construction of the Tenant Improvements and Tenant’s occupancy of the Premises. The Tenant Improvements shall be constructed by Tenant and Tenant’s Agents in a good and workmanlike manner, using new or like-new materials, and in accordance with all applicable Laws and in accordance with the terms and conditions of this Lease, including but not limited to Section 12 and Section 13 (the “Lease Requirements”). Without limiting any of the Lease Requirements, the Tenant Improvements shall conform with a space plan, specifications and construction drawings reasonably approved in writing in advance by Landlord and shall be performed in accordance with Landlord’s reasonable construction rules and regulations and in such a manner and at such times as not to interfere with the operation of the Building, and/or the occupancy thereof by other tenants. All of Tenant’s contractors and subcontractors working in connection with the Tenant Improvements shall carry insurance reasonably required by Landlord, naming Landlord as an additional insured where appropriate and all such contractors and subcontractors shall contact Landlord and schedule time periods during which they may use Building facilities in connection with such work. Subject to the foregoing, Landlord shall disburse the balance of the Tenant Improvement Allowance (after deducting the amount required for Landlord’s Work) to Tenant in installments (no more frequently than once per month) of at least $25,000 within thirty (30) days after ▇▇▇▇▇▇▇▇’s receipt of written request therefor after the Tenant Improvements have been completed, together with the following: (1) the appropriate AIA application for payment signed by ▇▇▇▇▇▇’s general contractor and architect and notarized, (2) copies of all required current Permits for the Tenant Improvements not previously provided to Landlord, (3) paid invoices, and (4) lien waivers from contractors, subcontractors and vendors for completed work provided on a 30-day trailing basis, with waivers for any portion of the Tenant Improvement Allowance previously funded by Landlord and any portion of the Tenant Improvement costs previously required to be 126390.00400/118481426v.4 04/15/2019 05:55 A4P4 paid by ▇▇▇▇▇▇ being submitted with the current request. Tenant shall pay all costs of the Tenant Improvements in excess of the Tenant Improvement Allowance after the exhaustion of the Tenant Improvement Allowance. Any portion of the Tenant Improvement Allowance not used within one (1) year after the Commencement Date shall be deemed forfeited. Tenant will not be required to pay Landlord (or any affiliate vendor/contractor of Landlord) any construction administration or construction supervision fee in connection with the construction of the Tenant Improvements. (b) Commencing on the Effective Date, Landlord shall permit Tenant to enter the Premises in order to commence construction of the Tenant Improvements and installing its equipment, racking system, cabling, wiring, fixtures, and furniture, subject to Tenant obtaining, at Tenant’s sole cost and expense, within thirty all Permits in connection with the installation thereof. With respect to such early access, all provisions of this Lease shall then be in full force and effect, specifically including, but not limited to, Sections 8 and 10 hereof (30) days of the date of the Lease (the “Lessorexcluding however, Tenant’s TI’s”obligation to pay Monthly Rent). In additionFurthermore, Lessor will fund up to Four Dollars per square foot (the “Lessor’s TI Contribution”) of rentable space ($252,420) for TI’s to be completed by Lessee as described on Exhibit B.1 (the “Lessee’s TI’s”) All TI’s completed by Lessee shall be in a good workmanlike manner that matches at least the current quality and type of finishes installed in the Premises as of the date of the Lease. Upon “Substantial Completion” of the TI’s completed by Lessee, which is defined as the time in which the City of Santa ▇▇▇▇▇ has signed off the building permit and completed the final inspection, Lessee will deliver the following documents to Lessor: “as built” drawings (hard copy and CAD), final signed off building permit, certificate of occupancy (collectively the “TI Documents”), and complete a walk through of the Premises with Lessor▇▇’s representatives. Lessor will fund the Lessor’s TI Contribution requested by Lessee, if any, within ten (10) days of receipt of the TI Documents. Subject to Lessor’s advance review and approval of Lessee’s TI’s, which shall not be unreasonably withheld and said plan review will be completed by Lessor within three (3) business days of receipt of the proposed plans from Lessee, and Lessee completing the Lessee’s TI’s in accordance with the terms of this Lease, Lessee’s TI’s will not need to be removed and the Premises will not need to be restored to the condition that existed prior to the Lessee’s TI’s at Lease termination. Lessor grants Lessee the right to use the furniture, racks, cubicles, cafeteria equipment, voice and data cabling, telephone/voice mail system, telephone handsets and UPS entry in the Premises as shall not interfere with ▇▇▇▇▇▇▇▇’s construction of the date Landlord’s Work and any such interference shall be considered a Tenant Delay hereunder. In connection with such early access, Tenant shall follow the policies and safety directives of this Lease (the “FF&E”) during the Term of the Lease at no additional cost. Lessor and Lessee will jointly complete a physical inventory at a mutually agreeable time during normal business hours on or before the Commencement Date, of the FF&E as of the date of the Lease which will be incorporated in Exhibit C to this Lease. Lessee acknowledges that it accepts the existing FF&E in its “as is where is” condition, and to the extent required for LesseeLandlord’s continued use of the FF&E during the Lease Term or any extension thereof, Lessee is solely responsible for all maintenance and repair of the FF&E. If Lessee determines prior to or during the Lease Term that it will not use certain FF&E (the “Discarded FF&E”), Lessee will notify Lessor in writing describing the Discarded FF&E. Lessor will have five (5) days to determine if Lessor wants to remove the Discarded FF&E. Lessor’s failure to respond within the five (5) days following the written notice from Lessee will automatically allow Lessee to remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. If Lessor decides to accept the Discarded FF&E, Lessor will have up to twenty (20) days to remove the Discarded FF&E at Lessor’s sole cost and expense at a time mutually agreed to by the parties. If Lessor fails to remove the Discarded FF&E within the 20 day period, then Lessee may remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. The Lessor’s TI Contribution may be used for any out of pocket direct expenses related to the Lessee’s TI’s in the Premises, including: signage, moving costs, third party project management, wiring and cabling and alterations as described on Exhibit B.1contractor.

Tenant Improvements. “TI’s”): Lessor will complete the TI’s as described on Exhibit BTenant, at Lessor’s his sole cost expense shall provide all Tenant improvements to space. Landlord will remove all cabinetry in space before Tenant begins construction on said space. The parties hereto have executed this Lease at the place and expenseon the dates specified immediately adjacent to their respective signatures. If this Lease has been filled in, within thirty (30) days it has been prepared for submission to your attorney for his approval. No representation or recommendation is made by the real estate broker or its agents or employees as to the legal sufficiency, legal effect, or tax consequences of this Lease or the transactions relating thereto. GREEN VALLEY CORPORATION ------------------------ by: /s/ ----------------------------- Address ---------------------------- ---------------------------- "LANDLORD" COAST COMMERCIAL BANK --------------------- by: /s/ ----------------------------- Address ---------------------------- ----------------------------------- "TENANT" RULES AND REGULATIONS 1. No sign, placard, picture, advertisement, name or notice shall be inscribed, displayed or printed or affixed on or to any part of the date outside or inside of the Lease (Building without the “Lessor’s TI’s”)written consent of Landlord first had and obtained and Landlord shall have the right to remove any such sign, placard, picture, advertisement, name or notice without notice to and at the expense of Tenant. In additionAll approved signs or lettering on doors shall be printed, Lessor will fund up to Four Dollars per square foot (painted, affixed or inscribed at the “Lessor’s TI Contribution”) expense of rentable space ($252,420) for TI’s Tenant by a person approved of by Landlord. Tenant shall not place anything or allow anything to be completed by Lessee as described on Exhibit B.1 (placed near the “Lessee’s TI’s”) All TI’s completed by Lessee glass of any window, door, partition or wall which may appear unsightly from outside the Premises; provided, however, that Landlord may furnish and install a Building standard window covering at all exterior windows. Tenant shall be in a good workmanlike manner that matches at least the current quality not without prior written consent of Landlord cause or otherwise sunscreen any window. 2. The sidewalks, halls, passages, exits, entrances, elevators and type of finishes installed in the Premises as of the date of the Lease. Upon “Substantial Completion” of the TI’s completed by Lessee, which is defined as the time in which the City of Santa ▇▇▇▇▇ has signed off the building permit and completed the final inspection, Lessee will deliver the following documents to Lessor: “as built” drawings (hard copy and CAD), final signed off building permit, certificate of occupancy (collectively the “TI Documents”), and complete a walk through of the Premises with Lessor’s representatives. Lessor will fund the Lessor’s TI Contribution requested by Lessee, if any, within ten (10) days of receipt of the TI Documents. Subject to Lessor’s advance review and approval of Lessee’s TI’s, which stairways shall not be unreasonably withheld and said plan review will be completed obstructed by Lessor within three (3) business days of receipt any of the proposed plans tenants or used by them for any purpose other than for ingress and egress from Lessee, and Lessee completing the Lessee’s TI’s in accordance with the terms of this Lease, Lessee’s TI’s will their respective Premises. 3. Tenant shall not need to be removed and the Premises will not need to be restored to the condition that existed prior to the Lessee’s TI’s at Lease termination. Lessor grants Lessee the right to use the furniture, racks, cubicles, cafeteria equipment, voice and data cabling, telephone/voice mail system, telephone handsets and UPS in the Premises as alter any lock or install any new or additional locks or any doors or windows of the date of this Lease (the “FF&E”) during the Term of the Lease at no additional cost. Lessor and Lessee will jointly complete a physical inventory at a mutually agreeable time during normal business hours on or before the Commencement Date, of the FF&E as of the date of the Lease which will be incorporated in Exhibit C to this Lease. Lessee acknowledges that it accepts the existing FF&E in its “as is where is” condition, and to the extent required for Lessee’s continued use of the FF&E during the Lease Term or any extension thereof, Lessee is solely responsible for all maintenance and repair of the FF&E. If Lessee determines prior to or during the Lease Term that it will not use certain FF&E (the “Discarded FF&E”), Lessee will notify Lessor in writing describing the Discarded FF&E. Lessor will have five (5) days to determine if Lessor wants to remove the Discarded FF&E. Lessor’s failure to respond within the five (5) days following the written notice from Lessee will automatically allow Lessee to remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. If Lessor decides to accept the Discarded FF&E, Lessor will have up to twenty (20) days to remove the Discarded FF&E at Lessor’s sole cost and expense at a time mutually agreed to by the parties. If Lessor fails to remove the Discarded FF&E within the 20 day period, then Lessee may remove and dispose of the Discarded FF&E at Lessee’s sole cost and expensePremises. 4. The Lessor’s TI Contribution may toilet rooms, urinals, wash bowls and other apparatus shall not be used for any purpose other than that for which they were constructed and no foreign substance of any kind whatsoever shall be thrown therein and the expense of any breakage, stoppage or damage resulting from the violation of this rule shall be borne by the Tenant who, or whose employees or invitees shall have caused it. 5. Tenant shall not overload the floor of the Premises or in any way deface the Premises or any part thereof. 6. No furniture, freight or equipment of any kind shall be brought into the Building without the prior notice to Landlord and all moving of the same into or out of pocket direct expenses related the Building shall be done at such time and in such manner as Landlord shall designate. Landlord shall have the right to prescribe the weight, size and position of all safes and other heavy equipment brought into the Building and also the times and manner of moving the same in and out of the Building. Safes or other heavy objects shall, if considered necessary by Landlord, stand on supports of such thickness as is necessary to properly distribute the weight. Landlord will not be responsible for loss of or damage to any such safe or property from any cause and all damage done to the Lessee’s TI’s Building by moving or maintaining any such safe or other property shall be repaired at the expense of Tenant. 7. Tenant shall not use, keep or permit to be used or kept any foul or noxious gas or substance in the Premises, including: signageor permit or suffer the Premises to be occupied or used in a manner offensive or objectionable to the Landlord or other occupants of the Building by reason of noise, moving costsodors and/or vibrations, third party project managementor interfere in any way with other tenants or those having business therein, wiring nor shall any animals or birds be brought in or kept in or about the Premises or the Building. 8. No cooking shall be done or permitted by any Tenant on the Premises, nor shall the Premises be used for the storage of merchandise, for washing clothes, for lodging, or for any improper, objectionable or immoral purposes. 9. Tenant shall not use or keep in the Premises or the Building any kerosene, gasoline or inflammable or combustible fluid or material, or use any method of heating or air conditioning other than that supplied by Landlord. 10. Landlord will direct electricians as to where and cabling how telephone and alterations telegraph wires are to be introduced. No boring or cutting for wires will be allowed without the consent of the Landlord. The location of telephones, call boxes and other office equipment affixed to the Premises shall be subject to the approval of Landlord. 11. On Saturdays, Sundays and legal holidays, and on other days between the hours of 6:00 P.M. and 8:00 A.M. the following day, access to the Building, or to the halls, corridors, elevators or stairways in the Building, or to the Premises may be refused unless the person seeking access is known to the person or employee of the Building in charge and has a pass or is properly identified. The Landlord shall in no case be liable for damages for any error with regard to the admission to or exclusion from the Building or any person. In case of invasion, mob, riot, public excitement, or other commotion, the Landlord reserves the right to prevent access to the Building during the continuance of the same by closing of the doors or otherwise, for the safety of the tenants and protection of property in the Building and the Building. 12. Landlord reserves the right to exclude or expel from the Building any person who, in the judgment of Landlord, is intoxicated or under the influence of liquor or drugs, or who shall in any manner do any act in violation of any of the rules and regulations of the Building. 13. No vending machine or machines of any description shall be installed, maintained or operated upon the Premises without the written consent of the Landlord. 14. Landlord shall have the right, exercisable without notice and without liability to Tenant, to change the name and street address of the Building of which the Premises are a part. 15. Tenant shall not disturb, solicit, or canvass any occupant of the Building and shall cooperate to prevent same. 16. Without the written consent of Landlord, Tenant shall not use the name of Building in connection with or in promoting or advertising the business of Tenant except as described on Exhibit B.1Tenant's address. 17. Landlord shall have the right to control and operate the public portions of the Building, and the public facilities, and heating and air conditioning, as well as facilities furnished for the common use of the tenants, in such manner as it deems best for the benefit of the tenants generally. 18. All entrance doors in the Premises shall be left locked when the Premises are not in use, and all doors opening to public corridors shall be kept closed except for normal ingress and egress from the Premises.

Tenant Improvements. “TI’s”): Lessor will Landlord acknowledges that Tenant wishes to complete the TI’s as described on Exhibit B, at Lessor’s sole cost and expense, within thirty (30) days of the date of the Lease certain other tenant improvements (the “Lessor’s TI’s”). In addition, Lessor will fund up to Four Dollars per square foot (the “Lessor’s TI ContributionTenant Improvements”) of rentable space ($252,420) for TI’s to be completed by Lessee as described on Exhibit B.1 (the “Lessee’s TI’s”) All TI’s completed by Lessee shall be in a good workmanlike manner that matches at least the current quality and type of finishes installed in the Premises as Premises, and that the Tenant Improvements will include the construction of a data center in the Premises. Landlord agrees to coordinate the construction of the date of Tenant Improvements. Promptly following the Lease. Upon “Substantial Completion” of the TI’s completed by LesseeEffective Date, which is defined as the time in which the City of Santa Landlord and Tenant shall cooperate with ▇▇▇▇▇ has signed off the building permit Architects to finalize construction plans, specifications, and completed the final inspection, Lessee will deliver the following documents to Lessor: “as built” drawings (hard copy and CAD), final signed off building permit, certificate of occupancy (collectively the “TI DocumentsPlans”), and complete a walk through of ) for the Premises with Lessor’s representativesTenant Improvements. Lessor will fund The final Plans shall be subject to the Lessor’s TI Contribution requested by Lessee, if any, within ten (10) days of receipt of the TI Documents. Subject to Lessor’s advance review and approval of Lessee’s TI’sboth Landlord and Tenant, which approval shall not be unreasonably withheld withheld, conditioned, or delayed. Upon approval of the final Plans, Landlord shall solicit bids for completion of the Tenant Improvements, and said plan review shall retain the qualified general contractor submitting the lowest acceptable bid (as determined by Landlord in its sole but reasonable discretion). All requests for changes to the Plans shall be in writing, and no change orders will be completed by Lessor within three (3) business days of receipt made without Landlord’s written approval. The costs of the proposed plans from LesseeTenant Improvements shall be the sole responsibility of Tenant; provided, and Lessee completing the Lessee’s TI’s in accordance however, that Landlord shall provide Tenant with the terms an allowance of this Lease, Lessee’s TI’s will not need up to be removed and the Premises will not need to be restored to the condition that existed prior to the Lessee’s TI’s at Lease termination. Lessor grants Lessee the right to use the furniture, racks, cubicles, cafeteria equipment, voice and data cabling, telephone/voice mail system, telephone handsets and UPS in the Premises as of the date of this Lease $458,722.00 (the “FF&EAllowance”) during the Term ), calculated at $22.00 per square foot of the Lease at no additional costPremises. Lessor Landlord shall use the Allowance to pay: (i) costs incurred by Landlord for construction of the Tenant Improvements, (ii) costs and Lessee will jointly complete a physical inventory at a mutually agreeable time during normal business hours fees incurred by Landlord for permits, licenses, and other fees related to the construction of the Tenant Improvements; (iii) relocation expenses actually paid by Tenant to unaffiliated third parties (the “Relocation Expenses”), (iv) costs incurred by Landlord and Tenant for preparation of the Plans, and for any other plans and specifications related to the Tenant Improvements. Notwithstanding anything to the contrary herein, the amount of the Allowance applied to the costs specified in items (iii) and (iv) shall not collectively exceed $104,255.00. Subject to the cap set forth in the preceding sentence, and upon receipt of paid receipt invoices and any other information or documentation reasonably requested by Landlord, Landlord shall reimburse Tenant from the Allowance for the Relocation Expenses; to the extent Tenant has not requested reimbursement of the Relocation Expenses on or before March 31, 2011, together with all documentation required by this Section 17.1.2, then the remaining portion of the Allowance as of said date shall be forfeited to Landlord. If the cost of the Tenant Improvements exceeds the Allowance, then Tenant shall immediately pay such excess cost to Landlord as Additional Rent. If the total sum paid by Landlord pursuant to this Section 17.1.2 is less than the Allowance, then Tenant shall not be entitled to any payment or credit for such excess amount. Landlord shall begin and complete the Tenant Improvements as soon as possible after the Commencement Date, subject to Tenant Delays and delays caused by Force Majeure. Promptly upon completion of the FF&E Tenant Improvements, Landlord and Tenant will inspect the Tenant Improvements and develop a Punch List. Landlord will complete (or repair, as of the date of case may be) the Lease which will be incorporated in Exhibit C to this Lease. Lessee acknowledges that it accepts the existing FF&E in its “as is where is” condition, and to the extent required for Lessee’s continued use of the FF&E during the Lease Term or any extension thereof, Lessee is solely responsible for all maintenance and repair of the FF&E. If Lessee determines prior to or during the Lease Term that it will not use certain FF&E (the “Discarded FF&E”), Lessee will notify Lessor in writing describing the Discarded FF&E. Lessor will have five (5) days to determine if Lessor wants to remove the Discarded FF&E. Lessor’s failure to respond within the five (5) days following the written notice from Lessee will automatically allow Lessee to remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. If Lessor decides to accept the Discarded FF&E, Lessor will have up to twenty (20) days to remove the Discarded FF&E at Lessor’s sole cost and expense at a time mutually agreed to by the parties. If Lessor fails to remove the Discarded FF&E within the 20 day period, then Lessee may remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. The Lessor’s TI Contribution may be used for any out of pocket direct expenses related to the Lessee’s TI’s in the Premises, including: signage, moving costs, third party project management, wiring and cabling and alterations as items described on Exhibit B.1the Punch List with commercially reasonable diligence and speed, subject to delays caused by Tenant Delays and Force Majeure.

Tenant Improvements. “TI’s”): Lessor will complete the TI’s as described on Exhibit B, at Lessor’s sole cost and expense, within thirty (30) days Subject to Sublessee's satisfaction of the date condition set forth in Section 8 B. and this Section 6, Sublessor agrees to fund $100,000 (the "Allowance") of the Lease (cost of the “Lessor’s TI’s”)Tenant Improvements described and referred to in Exhibit C attached hereto. In additionNotwithstanding the foregoing or anything contained herein to the contrary, Lessor will Sublessor's obligation to fund up to Four Dollars per square foot (the “Lessor’s TI Contribution”) of rentable space ($252,420) for TI’s to be completed by Lessee as described on Exhibit B.1 (the “Lessee’s TI’s”) All TI’s completed by Lessee Allowance or any portion thereof shall be in a good workmanlike manner subject to the condition precedent that matches at least Sublessor receives the current quality and type of finishes installed in the Premises as of the date of the Lease. Upon “Substantial Completion” of the TI’s completed by Lessee, which is defined as the time in which the City of Santa ▇▇▇▇▇ has signed off the building permit and completed the final inspection, Lessee will deliver the following documents to Lessor: “as built” drawings (hard copy and CAD), final signed off building permit, certificate of occupancy (collectively the “TI Documents”), and complete a walk through of the Premises with Lessor’s representatives. Allowance from Master Lessor will fund the Lessor’s TI Contribution requested by Lessee, if any, within ten (10) days of receipt of the TI Documents. Subject to Lessor’s advance review and approval of Lessee’s TI’s, which shall not be unreasonably withheld and said plan review will be completed by Lessor within three (3) business days of receipt of the proposed plans from Lessee, and Lessee completing the Lessee’s TI’s in accordance with the Master Lease. Provided Sublessor has received such funds from Master Lessor, Sublessor agrees to reimburse Sublessee for costs incurred by Sublessee to construct the Tenant Improvements described on Exhibit C attached hereto (collectively, the "Tenant Improvements") in an amount not to exceed $100,000, provided further that (a) prior to commencing construction of the Tenant Improvements, Sublessee has obtained Sublessor's and Master Lessor's approval of the Tenant Improvements and the plans and specifications therefor in writing; (b) if requested by Master Lessor, Sublessee has furnished Master Lessor with a lien and completion bond in form and amount reasonably satisfactory to Sublessor and Master Lessor (provided Sublessor may not withhold its approval if Master Lessor approves); (c) Sublessee has entered into a contract with McClarney Construction as general contractor for the construction of the Tenant Improvements; (d) Sublessee's architect shall have delivered a written certificate to Sublessor that the Tenant Improvements identified in the Request for Payment have been substantially completed in accordance with the approved plans and specifications; (e) Sublessor has received fully executed unconditional lien waivers as to work which was subject of prior Request for Payments and conditional lien waivers as to current work in the form prescribed by law from Sublessee's contractor, all subcontractors and suppliers furnishing labor or materials with respect to the Tenant Improvements; (f) Sublessee has constructed the Tenant Improvements in accordance with the requirements of the Master Lease and this Sublease, and with all applicable laws, codes, permits, and the Americans with Disabilities Act; (g) Sublessee has furnished its Request for Payment no later than July 3, 1997; and (h) Sublessee has complied with the terms of this Lease, Lessee’s TI’s will not need the Master Lease respecting the Tenant Improvements. All work to be removed performed by Sublessee pursuant hereto shall be performed in good and workmanlike manner using new materials. Sublessee agrees to use reasonable efforts to complete the Premises will not need to be restored to the condition that existed Tenant Improvements prior to the Lessee’s TI’s at Lease termination. Lessor grants Lessee the right to use the furniture, racks, cubicles, cafeteria equipment, voice and data cabling, telephone/voice mail system, telephone handsets and UPS in the Premises as of the date of this Lease (the “FF&E”) during the Term of the Lease at no additional cost. Lessor and Lessee will jointly complete Commencement Date or within a physical inventory at a mutually agreeable reasonable time during normal business hours on or before period following the Commencement Date, of the FF&E as of the date of the Lease which will be incorporated in Exhibit C to this Lease. Lessee acknowledges that it accepts the existing FF&E in its “as is where is” condition, and to the extent required for Lessee’s continued use of the FF&E during the Lease Term or any extension thereof, Lessee is solely responsible for all maintenance and repair of the FF&E. If Lessee determines prior to or during the Lease Term that it will not use certain FF&E (the “Discarded FF&E”), Lessee will notify Lessor in writing describing the Discarded FF&E. Lessor will have five (5) days to determine if Lessor wants to remove the Discarded FF&E. Lessor’s failure to respond within the five (5) days following the written notice from Lessee will automatically allow Lessee to remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. If Lessor decides to accept the Discarded FF&E, Lessor will have up to twenty (20) days to remove the Discarded FF&E at Lessor’s sole cost and expense at a time mutually agreed to by the parties. If Lessor fails to remove the Discarded FF&E within the 20 day period, then Lessee may remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. The Lessor’s TI Contribution may be used for any out of pocket direct expenses related to the Lessee’s TI’s in the Premises, including: signage, moving costs, third party project management, wiring and cabling and alterations as described on Exhibit B.1.

Tenant Improvements. (a) Landlord shall construct, or cause to be constructed, on a “TI’s”): Lessor will complete the TI’s as described on Exhibit Bturnkey” basis, at LessorLandlord’s sole cost and expense (but subject, however, to Tenant’s obligation to pay for those certain “Tenant Extra Cost Items” as are specified in the “Tenant’s Plans” (as such term is hereinafter defined), in a good and workmanlike manner, certain improvements to the Demised Premises as provided for in a Tenant Work Letter, to be prepared by IEI Group, Ltd., and the MPE/FP Schematic Design, to be prepared by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, Inc. (hereinafter collectively referred to as the “Tenant’s Plans”), which shall be finalized and approved in writing by Landlord and Tenant on or before January 6, 2006 and incorporated by reference herein and made a part hereof as Exhibit “B”. The work described in the Tenant’s Plans is hereinafter referred to as the “Tenant Improvements”. In the event Tenant’s Plans are not finalized and approved in writing by Landlord and Tenant by the end of the business day on January 6, 2006, either party shall have the right to terminate this Lease on or before the end of business day on January 11, 2006 by giving written notice of such termination to the other party. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that Landlord’s termination notice pursuant to this Section 3(a) may be sent via facsimile (and in the event Landlord sends such termination notice, such facsimile shall be sent to both ▇▇▇ ▇▇▇▇▇▇▇ (609-896-3418) and ▇▇▇ ▇▇▇▇▇▇ (609-844-1595)). In the event of such termination by Landlord or Tenant, this Lease shall become null and void and thereafter neither party shall have any further rights, obligations or liabilities hereunder. If said Lease is not terminated as set forth above, Tenant’s Plans are deemed approved and Landlord shall construct Tenant Improvements in accordance with such Tenant’s Plans. Except for the Tenant Improvements, Landlord shall have no obligation to perform any improvements to the Demised Premises to prepare the same for Tenant’s occupancy, (b) All work described in the Tenant’s Plans shall be furnished, installed and performed by Landlord, utilizing a general contractor selected by Landlord, for the Total TI Costs (as hereinafter defined), which Total TI Costs shall be paid by Landlord (subject to the Tenant’s obligation to pay for the Tenant Extra Cost Items) as provided herein. The “Total TI Costs” shall include all costs and expenses incurred by Landlord in connection with the completion of the Tenant Improvements, including, without limitation: (i) Landlord’s out-of-pocket contract or purchase price(s) for materials, components, labor and services, plus (ii) Landlord’s architects’ and engineers’ fees and costs, plus (iii) fees for all required permits and governmental approvals plus (iv) an amount equal to ten percent (10%) of the foregoing items as Landlord’s construction management fee. The aggregate dollar amount which has been budgeted for the Total TI Costs (inclusive of the Tenant Extra Cost Items) shall be set forth in Tenant’s Plans as the “Budgeted Total TI Costs”; and shall be approved in writing by Landlord and Tenant on or before January 6, 2006 and shall be incorporated by reference herein and made a part hereof; and the aggregate dollar amount included in Budgeted Total TI Costs which has been budgeted for the Tenant Extra Cost Items shall be set forth in Tenant’s Plans as the “Budgeted Tenant Extra Cost Item Costs.” In addition, Tenant shall have the right, at its sole cost and expense, within thirty to construct and/or install the items to be set forth in an “Exhibit “B-1””, which shall be approved by Landlord and Tenant on or before January 6, 2006 and incorporated by reference herein and made a part hereof (30) days of the date of the Lease (the hereinafter “Lessor’s TI’sTenant Items”). In additionthe event Tenant Items, Lessor will fund up the Budgeted Total TI Costs, and/or Budgeted Tenant Extra Cost Item Costs are not finalized and approved in writing by Landlord and Tenant by the end of the business day on January 6, 2006, either party shall have the right to Four Dollars per square foot terminate this Lease on or before the end of business day on January 11, 2006 by giving written notice of such termination to the other party. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that Landlord’s termination notice pursuant to this Section 3(b) may be sent via facsimile (and in the “Lessor’s TI Contribution”) of rentable space ($252,420) for TI’s to be completed by Lessee as described on Exhibit B.1 (the “Lessee’s TI’s”) All TI’s completed by Lessee event Landlord sends such termination notice, such facsimile shall be in a good workmanlike manner that matches at least the current quality and type of finishes installed in the Premises as of the date of the Lease. Upon “Substantial Completion” of the TI’s completed by Lessee, which is defined as the time in which the City of Santa sent to both ▇▇▇ ▇▇▇▇▇▇▇ has signed off (609-896-3418) and ▇▇▇ ▇▇▇▇▇▇ (609-844-1595)). In the building permit event of such termination by Landlord or Tenant, this Lease shall become null and completed void and thereafter neither party shall have any further rights, obligations or liabilities hereunder. If said Lease is not terminated as set forth above, Tenant Items, the final inspection, Lessee will deliver the following documents to Lessor: “as built” drawings (hard copy and CAD), final signed off building permit, certificate of occupancy (collectively the “Budgeted Total TI Documents”)Costs proposed in Tenant’s Plans, and complete a walk through of the Premises with LessorBudgeted Tenant Extra Cost Item Costs proposed in Tenant’s representatives. Lessor will fund the Lessor’s TI Contribution requested by Lessee, if any, within ten (10) days of receipt of the TI Documents. Subject to Lessor’s advance review and approval of Lessee’s TI’s, which shall not be unreasonably withheld and said plan review will be completed by Lessor within three (3) business days of receipt of the proposed plans from Lessee, and Lessee completing the Lessee’s TI’s in accordance with the terms of this Lease, Lessee’s TI’s will not need to be removed and the Premises will not need to be restored to the condition that existed prior to the Lessee’s TI’s at Lease termination. Lessor grants Lessee the right to use the furniture, racks, cubicles, cafeteria equipment, voice and data cabling, telephone/voice mail system, telephone handsets and UPS in the Premises as of the date of this Lease (the “FF&E”) during the Term of the Lease at no additional cost. Lessor and Lessee will jointly complete a physical inventory at a mutually agreeable time during normal business hours on or before the Commencement Date, of the FF&E as of the date of the Lease which will be incorporated in Exhibit C to this Lease. Lessee acknowledges that it accepts the existing FF&E in its “as is where is” condition, and to the extent required for Lessee’s continued use of the FF&E during the Lease Term or any extension thereof, Lessee is solely responsible for all maintenance and repair of the FF&E. If Lessee determines prior to or during the Lease Term that it will not use certain FF&E (the “Discarded FF&E”), Lessee will notify Lessor in writing describing the Discarded FF&E. Lessor will have five (5) days to determine if Lessor wants to remove the Discarded FF&E. Lessor’s failure to respond within the five (5) days following the written notice from Lessee will automatically allow Lessee to remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. If Lessor decides to accept the Discarded FF&E, Lessor will have up to twenty (20) days to remove the Discarded FF&E at Lessor’s sole cost and expense at a time mutually agreed to by the parties. If Lessor fails to remove the Discarded FF&E within the 20 day period, then Lessee may remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. The Lessor’s TI Contribution may be used for any out of pocket direct expenses related to the Lessee’s TI’s in the Premises, including: signage, moving costs, third party project management, wiring and cabling and alterations as described on Exhibit B.1Plans are deemed approved.

Tenant Improvements. Landlord hereby agrees to give Tenant a finish out allowance (the "Allowance") of up to $0.00 ($0.00 per square foot) to be applied one time toward the costs of any approved leasehold improvements to the Premises, including without limitation, design and construction supervision expenses (“TI’sLeasehold Improvements”): Lessor will complete ). Prior to commencing any such Tenant Improvements, Tenant shall have (i) complied with all of the TI’s requirements for making Alterations to the Premises as described set forth in Section 11 above, (ii) submitted plans and specifications approved by Landlord, which such approval shall not be unreasonably withheld or delayed (iii) provided a copy of the construction contract covering the Tenant Improvements for approval by Landlord, which such approval shall not be unreasonably withheld or delayed. The construction of the Tenant Improvements shall be performed in a good and workmanlike manner, by Landlord approved contractors and in compliance with all laws and regulations, including but not limited to all building codes and fire codes. Within ninety (90) days following the completion of any approved Leasehold Improvements, Tenant shall submit to Landlord, an invoice (the “Invoice”) for payment of the Tenant Improvements up to the amount of the Allowance, including a schedule of the work completed with all construction costs and a lien waiver and release executed by all contractors or suppliers who may have provided labor or materials in the completion of the Tenant Improvements. Landlord shall make payments of the Allowance on Exhibit B, at Lessor’s sole cost and expense, account of the Leasehold Improvements to Tenant within thirty (30) days of the date of the Lease (the “Lessor’s TI’s”). In addition, Lessor will fund up to Four Dollars per square foot (the “Lessor’s TI Contribution”) of rentable space ($252,420) for TI’s to be completed by Lessee as described on Exhibit B.1 (the “Lessee’s TI’s”) All TI’s completed by Lessee shall be in a good workmanlike manner that matches at least the current quality and type of finishes installed in the Premises as of the date of the Lease. Upon “Substantial Completion” of the TI’s completed by Lessee, which is defined as the time in which the City of Santa following ▇▇▇▇▇ has signed off the building permit and completed the final inspection, Lessee will deliver the following documents to Lessor: “as built” drawings (hard copy and CAD), final signed off building permit, certificate of occupancy (collectively the “TI Documents”), and complete a walk through ▇▇’s submission of the Premises with Lessor’s representativesInvoice and other required items set forth above. Lessor will fund the Lessor’s TI Contribution requested by Lessee, if any, within ten (10) days of receipt of the TI Documents. Subject to Lessor’s advance review and approval of Lessee’s TI’s, which Tenant shall not be unreasonably withheld and said plan review will be completed by Lessor within three (3) business days of receipt given a credit for any portion of the proposed plans from Lessee, and Lessee completing Allowance not utilized. Tenant shall bear the Lessee’s TI’s in accordance with the terms of this Lease, Lessee’s TI’s will not need to be removed and the Premises will not need to be restored to the condition that existed prior to the Lessee’s TI’s at Lease termination. Lessor grants Lessee the right to use the furniture, racks, cubicles, cafeteria equipment, voice and data cabling, telephone/voice mail system, telephone handsets and UPS in the Premises as entire cost of the date of this Lease (the “FF&E”) during the Term Leasehold Improvements in excess of the Lease at no additional cost. Lessor and Lessee will jointly complete a physical inventory at a mutually agreeable time during normal business hours on or before the Commencement Date, of the FF&E as of the date of the Lease which will be incorporated in Exhibit C to this Lease. Lessee acknowledges that it accepts the existing FF&E in its “as is where is” condition, and to the extent required for Lessee’s continued use of the FF&E during the Lease Term or any extension thereof, Lessee is solely responsible for all maintenance and repair of the FF&E. If Lessee determines prior to or during the Lease Term that it will not use certain FF&E (the “Discarded FF&E”), Lessee will notify Lessor in writing describing the Discarded FF&E. Lessor will have five (5) days to determine if Lessor wants to remove the Discarded FF&E. Lessor’s failure to respond within the five (5) days following the written notice from Lessee will automatically allow Lessee to remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. If Lessor decides to accept the Discarded FF&E, Lessor will have up to twenty (20) days to remove the Discarded FF&E at Lessor’s sole cost and expense at a time mutually agreed to by the parties. If Lessor fails to remove the Discarded FF&E within the 20 day period, then Lessee may remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. The Lessor’s TI Contribution may be used for any out of pocket direct expenses related to the Lessee’s TI’s in the Premises, including: signage, moving costs, third party project management, wiring and cabling and alterations as described on Exhibit B.1Allowance.

Tenant Improvements. “TI’s”): Lessor will complete the TI’s as described on Exhibit B, at Lessor’s sole cost and expense, within thirty (30a) days of the date of the Lease Landlord shall provide an allowance (the “Lessor’s TI’s”). In addition, Lessor will fund up to Four Dollars per square foot (the “Lessor’s TI ContributionAllowance”) of rentable space up to One Hundred Fifty Thousand Six Hundred Dollars ($252,420150,600) for TI’s the cost of the work (“Tenant Improvement Work”) to be completed performed by Lessee as described on Exhibit B.1 (the “Lessee’s TI’s”) All TI’s completed by Lessee shall be in a good workmanlike manner that matches at least the current quality and type of finishes installed in the Premises as of the date of the Lease. Upon “Substantial Completion” of the TI’s completed by Lessee, which is defined as the time in which the City of Santa ▇▇▇▇▇ has signed off the building permit and completed the final inspection, Lessee will deliver the following documents Tenant to Lessor: “as built” drawings (hard copy and CAD), final signed off building permit, certificate of occupancy (collectively the “TI Documents”), and complete a walk through of the Premises with Lessor’s representatives. Lessor will fund the Lessor’s TI Contribution requested by Lessee, if any, within ten (10) days of receipt of the TI Documents. Subject to Lessor’s advance review and approval of Lessee’s TI’s, which shall not be unreasonably withheld and said plan review will be completed by Lessor within three (3) business days of receipt of the proposed plans from Lessee, and Lessee completing the Lessee’s TI’s in accordance with the terms of this Lease, Lessee’s TI’s will not need to be removed and the Premises will not need to be restored to the condition that existed prior to the Lessee’s TI’s at Lease termination. Lessor grants Lessee the right to use the furniture, racks, cubicles, cafeteria equipment, voice and data cabling, telephone/voice mail system, telephone handsets and UPS in the Premises as of the date of this Lease (the “FF&E”) during the Term of the Lease at no additional cost. Lessor and Lessee will jointly complete a physical inventory at a mutually agreeable time during normal business hours on or before the Commencement Date, of the FF&E as of the date of the Lease which will be incorporated in Exhibit C to this Lease. Lessee acknowledges that it accepts the existing FF&E in its “as is where is” condition, and to the extent required for Lessee’s continued use of the FF&E during the Lease Term or any extension thereof, Lessee is solely responsible for all maintenance and repair of the FF&E. If Lessee determines prior to or during the Lease Term that it will not use certain FF&E (the “Discarded FF&E”), Lessee will notify Lessor in writing describing the Discarded FF&E. Lessor will have five (5) days to determine if Lessor wants to remove the Discarded FF&E. Lessor’s failure to respond within the five (5) days following the written notice from Lessee will automatically allow Lessee to remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. If Lessor decides to accept the Discarded FF&E, Lessor will have up to twenty (20) days to remove the Discarded FF&E at Lessor’s sole cost and expense at a time mutually agreed to by the parties. If Lessor fails to remove the Discarded FF&E within the 20 day period, then Lessee may remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. The Lessor’s TI Contribution may be used for any out of pocket direct expenses related to the Lessee’s TI’s in renovate the Premises, including: , without limitation, the installation of cabling, signage, moving costscarpeting, third party project managementdrywall, wiring ceiling tiles, furniture, fixtures and cabling equipment (“Tenant Improvements”). The Allowance may also be used towards the expenses associated with the physical move from the First Floor Space and/or into the Expansion Space, as well as interior design, architectural and alterations engineering expenses. If Tenant has not used any portion of the Allowance by the date that is six (6) months after the later of (i) the date that the Mortgagee Approval Contingency is satisfied or (ii) the date Landlord has approved all plans and specifications for the Tenant Improvements in accordance with Section 7(e), such unused portion of the Allowance will be forfeited by Tenant. No portion of the Allowance may be used to offset Rent. (b) Tenant’s selection of coverings for exterior windows shall be subject to Landlord’s approval, with the intention that all coverings for exterior windows in the Building shall be uniform. (c) The Allowance will be available starting on the Commencement Date and shall be advanced no more frequently than once per month as described on Exhibit B.1paid invoices for the Tenant Improvement Work are presented for payment, together with mechanic’s lien waivers and such other documentation as Landlord shall reasonably request to substantiate the performance of the work for which the advance is sought.

Tenant Improvements. “TI’s”): Lessor will complete Landlord is responsible for completion of the TI’s as described Base Building and Site Improvements in accordance with the Approved Plans on Exhibit Bthe terms and conditions set forth in this Lease. All other improvements in and to the Premises required by Tenant shall be completed by Tenant and its contractor(s), at LessorTenant’s sole cost and expense, within thirty expense (30) days subject to reimbursement in the amount of the date of the Lease Tenant Improvement Allowance as provided in this Section 5), in accordance with plans and specifications approved in writing by Landlord, which approval will not be unreasonably withheld, delayed or conditioned (the “Lessor’s TI’sInitial Tenant Improvements”). In additionTenant shall comply with Sections 12 and 13 of this Lease and the following conditions with respect to the Initial Tenant Improvements: (i) Tenant shall obtain Landlord’s approval of Tenant’s general contractor, Lessor will fund up to Four Dollars per square foot which approval shall not be unreasonably withheld, conditioned or delayed; (the “Lessor’s TI Contribution”ii) of rentable space ($252,420) for TI’s to be completed by Lessee as described on Exhibit B.1 (the “Lessee’s TI’s”) All TI’s completed by Lessee shall be in a good workmanlike manner that matches at least the current quality and type of finishes installed in the Premises as of the date of the Lease. Upon “Substantial Completion” of the TI’s completed by Lessee, which is defined as the time in which the City of Santa ▇▇▇▇▇ has signed off the building permit and completed the final inspection, Lessee will deliver the following documents to Lessor: “as built” drawings (hard copy and CAD), final signed off building permit, certificate of occupancy (collectively the “TI Documents”), and complete a walk through of the Premises with Lessor’s representatives. Lessor will fund the Lessor’s TI Contribution requested by Lessee, if any, within ten (10) days prior to commencement of receipt construction, Tenant shall deliver to Landlord a certificate of insurance for each of Tenant’s contractors evidencing adequate insurance coverage naming Landlord as additional insured; (iii) all construction shall be done in a good and workmanlike manner and shall comply at the TI Documentstime of completion with all Laws and Requirements (as defined in Section 10(a)). Subject Tenant shall deliver to Lessor’s advance review Landlord copies of all certificates of occupancy, permits and approval of Lessee’s TI’s, which shall not be unreasonably withheld and said plan review will be completed by Lessor within three (3) business days of receipt of the proposed plans from Lessee, and Lessee completing the Lessee’s TI’s in accordance with the terms of this Lease, Lessee’s TI’s will not need licenses required to be removed and the Premises will not need to be restored to the condition that existed prior to the Lesseeissued by any authority in connection with Tenant’s TI’s at Lease termination. Lessor grants Lessee the right to use the furniture, racks, cubicles, cafeteria equipment, voice and data cabling, telephone/voice mail system, telephone handsets and UPS in the Premises as of the date of this Lease (the “FF&E”) during the Term of the Lease at no additional cost. Lessor and Lessee will jointly complete a physical inventory at a mutually agreeable time during normal business hours on or before the Commencement Date, of the FF&E as of the date of the Lease which will be incorporated in Exhibit C to this Lease. Lessee acknowledges that it accepts the existing FF&E in its “as is where is” condition, and to the extent required for Lessee’s continued use of the FF&E during the Lease Term or any extension thereof, Lessee is solely responsible for all maintenance and repair of the FF&E. If Lessee determines prior to or during the Lease Term that it will not use certain FF&E (the “Discarded FF&E”), Lessee will notify Lessor in writing describing the Discarded FF&E. Lessor will have five (5) days to determine if Lessor wants to remove the Discarded FF&E. Lessor’s failure to respond within the five (5) days following the written notice from Lessee will automatically allow Lessee to remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. If Lessor decides to accept the Discarded FF&E, Lessor will have up to twenty (20) days to remove the Discarded FF&E at Lessor’s sole cost and expense at a time mutually agreed to by the parties. If Lessor fails to remove the Discarded FF&E within the 20 day period, then Lessee may remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. The Lessor’s TI Contribution may be used for any out of pocket direct expenses related to the Lessee’s TI’s in the Premises, including: signage, moving costs, third party project management, wiring and cabling and alterations as described on Exhibit B.1construction.

Tenant Improvements. “TI’s”): Lessor will complete the TI’s as described on Exhibit B, at Lessor’s sole cost and expense, within thirty (30) days of On the date hereof, Borrowers shall deposit with Lender $933,512.06; $531,581.96 of the Lease (the “Lessor’s TI’s”). In addition, Lessor will fund up to Four Dollars per square foot (the “Lessor’s TI Contribution”) of rentable space ($252,420) for TI’s to be completed by Lessee as described on Exhibit B.1 (the “Lessee’s TI’s”) All TI’s completed by Lessee which shall be in a good workmanlike manner that matches at least the current quality and type of finishes installed in the Premises as of the date of the Lease. Upon “Substantial Completion” of the TI’s completed by Lessee, which is defined referred to as the time in "CB FUNDS", $305,286.10 of which shall be referred to as the City of Santa "▇▇▇▇▇▇ has signed off the building permit and completed the final inspection, Lessee will deliver the following documents to Lessor: “as built” drawings (hard copy and CAD), final signed off building permit, certificate of occupancy (collectively the “TI Documents”)▇▇▇▇▇▇▇ FUNDS", and complete a walk through $96,644.00 of the Premises with Lessor’s representatives. Lessor will fund the Lessor’s TI Contribution requested by Lessee, if any, within ten (10) days of receipt of the TI Documents. Subject to Lessor’s advance review and approval of Lessee’s TI’s, which shall not be unreasonably withheld referred to as the "PWC FUNDS" and said plan review will Lender shall transfer such amount into a Subaccount (the "TENANT IMPROVEMENT RESERVE SUBACCOUNT"). The CB Funds shall be completed by Lessor within three (3) business days of receipt of the proposed plans from Lesseeused to reimburse Borrowers and/or to pay, and Lessee completing the Lessee’s TI’s in accordance with the terms and conditions set forth in this Agreement, for the reasonable costs and expenses incurred by Borrowers in completing the tenant improvements under Section 7 of the Fourth Amendment to the CB Lease. The ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Funds shall be used to reimburse Borrowers and/or to pay, in accordance with the terms and conditions set forth in this Agreement, for the reasonable costs and expenses incurred by Borrowers in completing the tenant improvements under Section 6 of the Third Amendment to the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Lease. The PWC Funds shall be used to reimburse Borrowers and/or to pay, in accordance with the terms and conditions set forth in this Agreement, for the reasonable costs and expenses incurred by Borrowers in completing the tenant improvements under Exhibit F Section 5(a)-(b) to the PWC Lease. Provided that no Event of Default has occurred and is continuing, Lender shall disburse funds held in the Tenant Improvement Reserve Subaccount to Borrowers, within 15 days after the delivery by Borrowers to Lender of a request therefor (but not more often than once per month), in increments of at least $5,000, provided (i) such request includes whether the request relates to tenant improvements under the CB Lease with respect to CB Funds, the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Lease with respect to the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Funds or the PWC Lease with respect to the PWC Funds; (ii) Borrowers shall provide Lender with an original estoppel certificate executed by the applicable tenant under the lease for which such request relates, stating that such tenant has accepted the tenant improvements, and has occupied the space covered by the tenant improvements, and that there are no defaults under such lease (nor does there exist any event or condition, which with the passage of time or the giving of notice, or both, could result in such a default); (iii) Lender shall have (if it desires) verified (by an inspection conducted at Borrowers' expense) performance of any construction work associated with such work; and (iv) the request for disbursement is accompanied by (A) an Officer's Certificate certifying (1) that such funds will be used only to pay (or reimburse Borrowers for) tenant improvements under the CB Lease, Lessee’s TI’s will ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Lease, or PWC Lease, (2) that all outstanding trade payables (other than those not need yet due and payable or those to be removed paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in full, and (3) that the same has not been the subject of a previous disbursement, and (B) reasonably detailed supporting documentation as to the amount, necessity and purpose therefor. Any such disbursement of more than $10,000 to pay (rather than reimburse) tenant improvements under this Section may, at Lender's option, be made by joint check payable to Borrowers and the Premises will not need to be restored to the condition that existed prior to the Lessee’s TI’s at Lease termination. Lessor grants Lessee the right to use the furniture, racks, cubicles, cafeteria equipment, voice and data cabling, telephone/voice mail system, telephone handsets and UPS in the Premises as payee of the date of this Lease (the “FF&E”) during the Term of the Lease at no additional cost. Lessor and Lessee will jointly complete a physical inventory at a mutually agreeable time during normal business hours on or before the Commencement Date, of the FF&E as of the date of the Lease which will be incorporated in Exhibit C to this Lease. Lessee acknowledges that it accepts the existing FF&E in its “as is where is” condition, and to the extent required for Lessee’s continued use of the FF&E during the Lease Term or any extension thereof, Lessee is solely responsible for all maintenance and repair of the FF&E. If Lessee determines prior to or during the Lease Term that it will not use certain FF&E (the “Discarded FF&E”), Lessee will notify Lessor in writing describing the Discarded FF&E. Lessor will have five (5) days to determine if Lessor wants to remove the Discarded FF&E. Lessor’s failure to respond within the five (5) days following the written notice from Lessee will automatically allow Lessee to remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. If Lessor decides to accept the Discarded FF&E, Lessor will have up to twenty (20) days to remove the Discarded FF&E at Lessor’s sole cost and expense at a time mutually agreed to by the parties. If Lessor fails to remove the Discarded FF&E within the 20 day period, then Lessee may remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. The Lessor’s TI Contribution may be used for any out of pocket direct expenses related to the Lessee’s TI’s in the Premises, including: signage, moving costs, third party project management, wiring and cabling and alterations as described on Exhibit B.1such tenant improvements.

Tenant Improvements. “TI’s”): Lessor will complete (a) For purposes of this Amendment, "Tenant Improvements" means, collectively, the TI’s alterations and improvements to the Expanded Premises to be constructed and/or installed by Landlord in accordance with the terms and conditions of Section 7 of this Amendment, as more particularly described on in Exhibit BB attached to and hereby made a part of this Amendment. (b) Landlord shall use commercially reasonable efforts to Substantially Complete (herein defined) the Tenant Improvements not later than October 31, at Lessor’s sole cost and expense2006. For purposes of this Amendment, within thirty (30) days the Tenant Improvements shall be deemed to be "Substantially Complete" as of the date on which Landlord shall certify in writing to Tenant that: (i) The Tenant Improvements have been substantially completed in all material respects and in substantial accordance with the approved plans and specifications therefor (if any); and (ii) To the extent deemed necessary by Landlord, in Landlord's sole and absolute discretion, a temporary or permanent certificate of occupancy shall have been issued by the governmental authority having jurisdiction with respect to the Tenant Improvements or the governmental authority having jurisdiction with respect to the Tenant Improvements shall have otherwise evidenced its approval of the Lease (the “Lessor’s TI’s”)Tenant Improvements. In additionthe event that Landlord is unable for any reason whatsoever to Substantially Complete the Tenant Improvements on or before October 31, Lessor will fund up 2006, then and in such event, Landlord shall have no liability whatsoever (including, without limitation, for any damages that Tenant may suffer) to Four Dollars per square foot (Tenant in connection therewith or as a result thereof and none of the “Lessor’s TI Contribution”) obligations of rentable space ($252,420) for TI’s Tenant to be completed by Lessee as described on Exhibit B.1 (the “Lessee’s TI’s”) All TI’s completed by Lessee Landlord set forth in this Amendment shall be in a good workmanlike manner affected thereby; provided, however, that matches at least Landlord shall use commercially reasonable efforts to Substantially Complete the current quality and type Tenant Improvements as soon as reasonably possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of finishes installed in the Premises Tenant Improvements which shall be incomplete as of the date of Substantial Completion of the Tenant Improvements as soon as possible thereafter. Notwithstanding the foregoing terms and conditions of this paragraph, in the event that the Tenant Improvements shall not be Substantially Complete on or before October 31, 2006 as a result of any default or delay on the part of Tenant with respect to the obligations of Tenant set forth in the Lease. Upon “Substantial Completion” , then and in such event, (A) for all intents and purposes of the TI’s completed by LesseeLease the Tenant Improvements shall be deemed to have been Substantially Complete as of the date Landlord shall determine, which is defined as in the time in which sole but reasonable opinion of Landlord, that Landlord would have Substantially Completed the City Tenant Improvements but for such default or delay on the part of Santa ▇▇▇▇▇ has signed off the building permit and completed the final inspection, Lessee will deliver the following documents to Lessor: “as built” drawings (hard copy and CAD), final signed off building permit, certificate of occupancy (collectively the “TI Documents”)Tenant, and complete a walk through of the Premises with Lessor’s representatives. Lessor will fund the Lessor’s TI Contribution requested by Lessee, if any, within (B) not later than ten (10) days after written demand shall be made therefor by Landlord of receipt Tenant, Tenant shall reimburse Landlord for all additional costs and/or expenses (if any) that Landlord shall incur as a result thereof in connection with the construction and/or installation of the TI DocumentsTenant Improvements. (c) The Tenant Improvements shall be constructed and/or installed by Landlord using contractors (and subcontractors, if deemed necessary by Landlord) selected by Landlord, at Landlord's discretion, and having experience in connection with the construction and/or installation of alterations and improvements similar in nature to the Tenant Improvements. Landlord shall have the right, at Landlord's option, to employ a construction management supervisor to supervise the construction and/or installation of the Tenant Improvements. Any such construction management supervisor employed by Landlord may be an affiliate of Landlord. The costs and expenses incurred by Landlord in connection with the employment by Landlord of any construction management supervisor shall be a Cost of Tenant Improvements (herein defined) and, at the option of Landlord, may be deducted by Landlord from the amount of the Tenant Improvements Allowance (herein defined); provided, however, Landlord shall not include as a part of Cost of Tenant Improvements that portion, if any, of any such construction management supervision fees and expenses incurred by Landlord as shall exceed that amount equal to the product of (i) 0.03 and (ii) all costs and expenses includable as part of the Cost of Tenant Improvements other than such construction management supervision fees and expenses. The Tenant Improvements shall be completed by Landlord in a good and workmanlike manner, in accordance with all applicable federal, state and local laws, ordinances, codes, rules, regulations and orders, and, if and as applicable, in accordance with any plans and specifications therefor that have been approved by Landlord and Tenant. (d) For purposes of this Amendment, "Cost of Tenant Improvements" means the following costs and expenses, as and if incurred by Landlord in connection with the construction and/or installation of the Tenant Improvements: (i) all hard or direct costs; (ii) all costs of architectural, engineering and planning services; (iii) all costs of building permits and other governmental approvals; (iv) all costs of labor, machinery and equipment; (v) all costs of any construction management services; (vi) all costs of demolition; and (vii) all other soft or indirect costs. For purposes of this Amendment. "Tenant Improvements Allowance" means the sum of $98,186.00. Subject to Lessor’s advance review the succeeding terms and approval conditions of Lessee’s TI’sSection 7(d) of this Amendment, which shall not be unreasonably withheld and said plan review will be completed by Lessor within three (3) business days of receipt all of the proposed plans from Lesseecosts and expenses incurred by Landlord in connection with the construction and/or installation of the Tenant Improvements shall be paid by Landlord; provided, however, and Lessee completing not later than ten (10) days after written demand shall be made therefor by Landlord of Tenant, Tenant shall reimburse Landlord for that portion of the Lessee’s TI’s in accordance with actual, final Cost of Tenant Improvements as shall exceed the amount of the Tenant Improvements Allowance. Any request for reimbursement made by Landlord of Tenant pursuant to the preceding terms and conditions of this Leaseparagraph shall be in writing and shall be accompanied by copies of invoices or other evidence reasonably satisfactory to Tenant showing Landlord to have incurred the costs and expenses in question. All determinations regarding the actual, Lessee’s TI’s will not need to final Cost of Tenant Improvements shall be removed made by Landlord, in Landlord's sole and the Premises will not need to be restored to the condition that existed prior to the Lessee’s TI’s at Lease termination. Lessor grants Lessee the right to use the furniture, racks, cubicles, cafeteria equipment, voice and data cabling, telephone/voice mail system, telephone handsets and UPS in the Premises as of the date of this Lease (the “FF&E”) during the Term of the Lease at no additional cost. Lessor and Lessee will jointly complete a physical inventory at a mutually agreeable time during normal business hours on or before the Commencement Date, of the FF&E as of the date of the Lease which will be incorporated in Exhibit C to this Lease. Lessee acknowledges that it accepts the existing FF&E in its “as is where is” conditionabsolute discretion, and to the extent required for Lessee’s continued use of the FF&E during the Lease Term or any extension thereof, Lessee is solely responsible for all maintenance shall be binding upon Landlord and repair of the FF&E. If Lessee determines prior to or during the Lease Term that it will not use certain FF&E (the “Discarded FF&E”), Lessee will notify Lessor in writing describing the Discarded FF&E. Lessor will have five (5) days to determine if Lessor wants to remove the Discarded FF&E. Lessor’s failure to respond within the five (5) days following the written notice from Lessee will automatically allow Lessee to remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. If Lessor decides to accept the Discarded FF&E, Lessor will have up to twenty (20) days to remove the Discarded FF&E at Lessor’s sole cost and expense at a time mutually agreed to by the parties. If Lessor fails to remove the Discarded FF&E within the 20 day period, then Lessee may remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. The Lessor’s TI Contribution may be used for any out of pocket direct expenses related to the Lessee’s TI’s in the Premises, including: signage, moving costs, third party project management, wiring and cabling and alterations as described on Exhibit B.1Tenant absent manifest error.

Tenant Improvements. “TI’s”): Lessor Tenant will complete furnish or perform those items of construction and those improvements (the TI’s as described on "Tenant Improvements") specified or referenced in Exhibit B2 attached hereto. Landlord shall pay for the Tenant Improvements up to a maximum amount of $1,760,000.00 (the "TI Allowance"), at Lessor’s sole cost and expense, within thirty (30) days in no event shall Landlord have any obligation to pay for any costs of the date Tenant Improvements in excess of such amount. If the cost of the Tenant Improvements exceeds such amount, any estimated overage in excess of such amount shall be paid by Tenant. Further, Tenant shall repay Landlord for $1,337,600.00 ($19 psf) of the TI Allowance, together with interest at 10.75% per annum, in equal monthly installments over the Lease Term of $28,923.00 (the "TI Amortization"). Tenant shall have the right to select its own contractors subject to Landlord's consent of such contractors, which shall not be unreasonably withheld. ADDENDUM II LETTER OF CREDIT FOR ADDITIONAL SECURITY DEPOSIT ATTACHED TO AND A PART OF THE LEASE AGREEMENT DATED APRIL 16, 1996, BETWEEN SECURITY CAPITAL INDUSTRIAL TRUST and INSYNC SYSTEMS, INC. The Additional Security Deposit shall be in the form of an unconditional, irrevocable letter of credit from a bank reasonably acceptable to Landlord. The letter of credit shall either provide that it does not expire until the end of the Lease (term or, if it is for less than the “Lessor’s TI’s”). In additionfull term of the Lease, Lessor will fund up to Four Dollars per square foot (the “Lessor’s TI Contribution”) of rentable space ($252,420) for TI’s to be completed by Lessee as described on Exhibit B.1 (the “Lessee’s TI’s”) All TI’s completed by Lessee shall be in a good workmanlike manner that matches renewed by Tenant at least 30 days prior to its expiration during the current quality and type of finishes installed in the Premises as of the date term of the Lease. Upon “Substantial Completion” The letter of credit shall provide that it may be drawn down upon by Landlord at any time Landlord delivers its site draft to the bank. If Landlord sells or conveys the Premises, Tenant shall, at Landlord's request, cooperate in having the letter of credit transferred to the purchaser. If the letter of credit is ever drawn upon by Landlord pursuant to the terms of the TI’s completed by LesseeLease and this Addendum, which is defined as the time in which the City of Santa ▇▇▇▇▇ has signed off the building permit and completed the final inspection, Lessee will deliver the following documents to Lessor: “as built” drawings (hard copy and CAD), final signed off building permit, certificate of occupancy (collectively the “TI Documents”), and complete a walk through of the Premises with Lessor’s representatives. Lessor will fund the Lessor’s TI Contribution requested by Lessee, if any, Tenant shall within ten (10) days thereafter cause the letter of receipt credit to be restored to its original amount. The form of the TI DocumentsLetter of Credit, Sight Draft, Drawing Request and Notice of Assignment are attached hereto as Annex II-1, II-2, II-3 and II-4 respectively. Subject Landlord will release the letter of credit after three years provided Tenant meets the following criteria: 1. Timely compliance with all lease terms during the three years; 2. An increase in gross sales and net worth by 50% over the three years (using as a base year the financial statements attached as Annex II-6), as established by audited financial statements; 3. No decrease in operating margin during the period; 4. No increase in the debt-to-total-capital ratio over the period. Further, the Letter of Credit shall be reduced annually on a pro rata basis in accordance with Annex II-5. ANNEX II-1 FORM OF LETTER OF CREDIT [LETTERHEAD OF LETTER OF CREDIT BANK] [DATE] Security Capital Industrial Trust 14100 E. 35th Place Aurora, Colorado 80011 Attention: Tom Ray ▇▇: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇tter of Credi▇ No._______________________________________ Beneficiary: By order of our client, Insync Systems, Inc. (the "Applicant"), we hereby establish this Irrevocable Transferrable Letter of Credit No.______________________________in your favor for an amount up to Lessor’s advance review but not exceeding the aggregate sum of Six Hundred Thirty-Five Thousand and approval of Lessee’s TI’s, which shall not be unreasonably withheld and said plan review will be completed by Lessor within three No/100 Dollars (3$635,000) business days of receipt of the proposed plans (as reduced from Lessee, and Lessee completing the Lessee’s TI’s time to time in accordance with the terms hereof, the "Letter of Credit Amount"), effective immediately, and expiring on the close of business at our office at the address set forth above one year from the date hereof unless renewed as hereinafter provided. Funds under this Lease, Lessee’s TI’s will not need Letter of Credit are available to be removed and the Premises will not need to be restored to the condition that existed you on or prior to the Lessee’s TI’s at Lease termination. Lessor grants Lessee the right to use the furniture, racks, cubicles, cafeteria equipment, voice and data cabling, telephone/voice mail system, telephone handsets and UPS expiry date against presentation by you of your (i) sight drafts drawn on us in the Premises form of Annex 1 hereto, indicating this Letter of Credit number and (ii) request in the form of Annex 2 hereto (such sight draft and request, together referred to as a "Drawing Request"), sight draft(s), completed and signed by one of your officers. Presentation of your Drawing Requests may be made by you to us at the address set forth above or may be made by facsimile transmission, to the following facsimile number_____________________________. You may present to us one or more Drawing Requests from time to time prior to the expiry date in an aggregate amount not to exceed the Letter of this Lease Credit Amount then in effect (it being understood that the “FF&E”) during honoring by us of each Drawing Request shall reduce the Term Letter of the Lease at no additional costCredit Amount then in effect). Lessor and Lessee will jointly complete a physical inventory at a mutually agreeable time during normal business hours on or before the Commencement Date, This Letter of the FF&E as of the date of the Lease which Credit will be incorporated automatically renewed for a one-year period upon the expiration date set forth above and upon each anniversary of such date, unless at least sixty (60) days prior to such expiration date, or prior to any anniversary of such date, we notify both you and the Applicant in Exhibit C writing by certified mail that we elect not to so renew the Letter of Credit. This Letter of Credit sets forth in full the terms of our undertaking and such undertaking shall not in any way be modified, amended or amplified by reference to any document or instrument referred to herein or in which this LeaseLetter of Credit is referred to or to which this Letter of Credit relates, and no such reference shall be deemed to incorporate herein by reference any document or instrument. Lessee acknowledges that it accepts All bank charges and commissions incurred in this transaction are for the existing FF&E Applicant's account. This Letter of Credit is transferrable by you and your successors and assigns any number of times in its “as is where is” conditionentirety and not in part, and but only by delivery to the extent required for Lessee’s continued use us of the FF&E during the Lease Term or any extension thereof, Lessee is solely responsible for all maintenance and repair a Notice of the FF&E. If Lessee determines prior to or during the Lease Term that it will not use certain FF&E (the “Discarded FF&E”), Lessee will notify Lessor in writing describing the Discarded FF&E. Lessor will have five (5) days to determine if Lessor wants to remove the Discarded FF&E. Lessor’s failure to respond within the five (5) days following the written notice from Lessee will automatically allow Lessee to remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. If Lessor decides to accept the Discarded FF&E, Lessor will have up to twenty (20) days to remove the Discarded FF&E at Lessor’s sole cost and expense at a time mutually agreed to by the parties. If Lessor fails to remove the Discarded FF&E within the 20 day period, then Lessee may remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. The Lessor’s TI Contribution may be used for any out of pocket direct expenses related to the Lessee’s TI’s Assignment in the Premises, including: signage, moving costs, third party project management, wiring and cabling and alterations as described on Exhibit B.1form of Annex 3 hereto.

Tenant Improvements. “TI’s”): Lessor will complete Landlord shall provide Tenant with a tenant improvement allowance equal to $____________________ which was calculated by multiplying the TI’s as described square footage on Exhibit B, at Lessor’s sole cost the twelfth floor by $6.50 and expense, within thirty (30) days the square footage on the seventh floor by $16.50. Tenant shall be entitled to allocate the tenant improvement allowance no in excess of the date $_____________ to either floor. Landlord shall fund the tenant improvement allowance pursuant to Exhibit C until Tenant has completed the tenant improvements or Landlord has exhausted the funds it is obligated to provide pursuant to this Article 57. Said Tenant Improvement allowance shall only be utilized for tenant improvements, furniture, fixtures and equipment, governmental permits and fees, and all architectural design expenses such as programming, space planning and construction drawings, including any mechanical engineering expense. Any additional Tenant Improvement expense shall be paid for by Tenant prior to commencement of construction. Landlord and Tenant shall approve final plans and Tenant Improvement expenses prior to commencement of the Lease (construction by the “Lessor’s TI’s”approved contractor(s). In additionTenant shall have the right to competitively bid the Tenant Improvement work, Lessor will fund up and select the contractor, subcontractors and be responsible for the Tenant Improvement work. Landlord shall have the right to Four Dollars per square foot (approve the “Lessor’s TI Contribution”contractor(s), subcontractor(s) of rentable space ($252,420) for TI’s to be completed by Lessee as described on Exhibit B.1 (and the “Lessee’s TI’s”) All TI’s completed by Lessee shall be in a good workmanlike manner that matches at least the current quality and type of finishes installed in the Premises as of the date of the Lease. Upon “Substantial Completion” of the TI’s completed by Lesseefinal construction contracts, which is defined as the time in which the City of Santa ▇▇▇▇▇ has signed off the building permit and completed the final inspection, Lessee will deliver the following documents to Lessor: “as built” drawings (hard copy and CAD), final signed off building permit, certificate of occupancy (collectively the “TI Documents”), and complete a walk through of the Premises with Lessor’s representatives. Lessor will fund the Lessor’s TI Contribution requested by Lessee, if any, within ten (10) days of receipt of the TI Documents. Subject to Lessor’s advance review and approval of Lessee’s TI’s, which shall not be unreasonably withheld or delayed. If the Landlord is responsible for construction management and said plan review will be completed by Lessor within three (3) business days of receipt completion of the proposed plans from LesseeTenant Improvements, and Lessee completing the Lessee’s TI’s in accordance with the terms of this Lease, Lessee’s TI’s will Landlord shall receive an administrative fee for Landlord's actual costs not need to be removed and the Premises will not need to be restored to the condition that existed prior to the Lessee’s TI’s at Lease terminationexceed $.50/RSF. Lessor grants Lessee the right to use the furniture, racks, cubicles, cafeteria equipment, voice and data cabling, telephone/voice mail system, telephone handsets and UPS in the Premises as Any unused portion of the date of this Lease (the “FF&E”) during the Term of the Lease at no additional cost. Lessor and Lessee will jointly complete a physical inventory at a mutually agreeable time during normal business hours on or before the Commencement Date, of the FF&E as of the date of the Lease which will Tenant Improvement allowance shall not be incorporated in Exhibit C to this Lease. Lessee acknowledges that it accepts the existing FF&E in its “as is where is” condition, and to the extent required for Lessee’s continued use of the FF&E during the Lease Term or any extension thereof, Lessee is solely responsible for all maintenance and repair of the FF&E. If Lessee determines prior to or during the Lease Term that it will not use certain FF&E (the “Discarded FF&E”), Lessee will notify Lessor in writing describing the Discarded FF&E. Lessor will have five (5) days to determine if Lessor wants to remove the Discarded FF&E. Lessor’s failure to respond within the five (5) days following the written notice from Lessee will automatically allow Lessee to remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. If Lessor decides to accept the Discarded FF&E, Lessor will have up to twenty (20) days to remove the Discarded FF&E at Lessor’s sole cost and expense at a time mutually agreed to by the parties. If Lessor fails to remove the Discarded FF&E within the 20 day period, then Lessee may remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. The Lessor’s TI Contribution may be used for any out of pocket direct expenses related to the Lessee’s TI’s in the Premises, including: signage, moving costs, third party project management, wiring and cabling and alterations as described on Exhibit B.1credited against Base Rent.

Tenant Improvements. The Expansion Space shall be delivered to Tenant in its existing “TI’sAS-IS” condition, without any obligation on the part of Landlord to make any alterations or improvements thereto or to provide any allowances to Tenant except as set forth below in this Section 3. Landlord acknowledges that Tenant desires to make certain tenant improvements to accommodate Tenant’s use of the Expansion Space and its continued use of the Existing Space (the “Tenant Improvements”): Lessor will complete the TI’s as described on Exhibit B, ) all at LessorTenant’s sole cost and expense, within thirty (30) days of the date of the Lease (the “Lessor’s TI’s”)expense except as set forth below in this Section 3. In addition, Lessor will fund up to Four Dollars per square foot (the “Lessor’s TI Contribution”) of rentable space ($252,420) for TI’s to be completed by Lessee as described on Exhibit B.1 (the “Lessee’s TI’s”) All TI’s completed by Lessee Tenant shall be in a good workmanlike manner that matches at least the current quality and type of finishes installed in the Premises as of the date of the Lease. Upon “Substantial Completion” of the TI’s completed by Lessee, which is defined as the time in which the City of Santa ▇contract with ▇▇▇▇ has signed off the building permit and completed the final inspectionManagement, Lessee will deliver the following documents to Lessor: “as built” drawings LLC (hard copy and CAD), final signed off building permit, certificate of occupancy (collectively the “TI DocumentsGeneral Contractor”), and complete a walk through ) for the construction of the Premises with LessorTenant Improvements. Tenant shall deliver to Landlord final plans, including a full set of construction drawings, for such Tenant Improvements (the “Plans”) for Landlord’s representatives. Lessor will fund the Lessor’s TI Contribution requested by Lessee, if any, within ten (10) days of receipt of the TI Documents. Subject to Lessor’s advance review and approval of Lessee’s TI’s, (which shall not be unreasonably withheld and said plan review will withheld). The General Contractor shall be completed by Lessor within three (3) business days of receipt responsible for obtaining any required approval of the proposed plans from Lessee, and Lessee completing Plans by the Lessee’s TI’s in accordance with the terms of this Lease, Lessee’s TI’s will not need to be removed City and the Premises will not need to issuance of a building permit by the City. No changes shall be restored made to the condition that existed Plans without the prior written approval of Landlord (which shall not be unreasonably withheld). Tenant shall be responsible for all costs relating to the Lessee’s TI’s at Lease termination. Lessor grants Lessee the right to use the furniture, racks, cubicles, cafeteria equipment, voice design and data cabling, telephone/voice mail system, telephone handsets and UPS in the Premises as construction of the date Tenant Improvements (including the cost of this Lease preparing the Plans, demolition and building permit cost) (collectively, the “Construction Costs”) although Landlord shall provide Tenant an allowance of up to $100,000.00 (the “FF&ET. I. Allowance”) during ). The T. I. Allowance shall be used only for the Term payment of hard and soft Construction Costs, which Landlord shall pay directly out of the Lease at T. I. Allowance, for the credit of Tenant, and in no additional cost. Lessor and Lessee will jointly complete a physical inventory at a mutually agreeable time during normal business hours on or before the Commencement Date, event shall any part of the FF&E as T. I. Allowance be paid to or payable to Tenant. Notwithstanding anything herein to the contrary, the Tenant Improvements must be complete, and the T.I. Allowance must be spent, prior to March 31, 2016, time being of the date of essence, or Tenant shall be deemed to have forfeited the Lease which will be incorporated in Exhibit C to this Lease. Lessee acknowledges that it accepts the existing FF&E in its “as is where is” condition, and to the extent required for Lessee’s continued use of the FF&E during the Lease Term or any extension thereof, Lessee is solely responsible for all maintenance and repair of the FF&E. If Lessee determines prior to or during the Lease Term that it will not use certain FF&E (the “Discarded FF&E”), Lessee will notify Lessor in writing describing the Discarded FF&E. Lessor will have five (5) days to determine if Lessor wants to remove the Discarded FF&E. Lessor’s failure to respond within the five (5) days following the written notice from Lessee will automatically allow Lessee to remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. If Lessor decides to accept the Discarded FF&E, Lessor will have up to twenty (20) days to remove the Discarded FF&E at Lessor’s sole cost and expense at a time mutually agreed to by the parties. If Lessor fails to remove the Discarded FF&E within the 20 day period, then Lessee may remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. The Lessor’s TI Contribution may be used for any out of pocket direct expenses related to the Lessee’s TI’s in the Premises, including: signage, moving costs, third party project management, wiring and cabling and alterations as described on Exhibit B.1.T.

Tenant Improvements. “TI’s”): Lessor The current building on the Leased Premises was a First American Title Company, which Tenant will complete convert to a bank branch and related improvements. To renovate the TI’s as described on Exhibit Binterior of the Leased Premises, Landlord shall provide to Tenant the Tenant Allowance of up to $100,000, which money shall be used for certain Tenant improvements (collectively "Tenant Improvements"). The Tenant Allowance shall be paid to Tenant in the following manner: (a) Tenant shall obtain, at Lessor’s its sole cost and expense, within thirty sealed architectural plans for the demolition, remodeling, and renovation (30hereinafter collectively "Renovate(tion)") days of the date interior of the Lease (the “Lessor’s TI’s”). In addition, Lessor will fund up to Four Dollars per square foot (the “Lessor’s TI Contribution”) of rentable space ($252,420) for TI’s to be completed by Lessee as described on Exhibit B.1 (the “Lessee’s TI’s”) All TI’s completed by Lessee building and shall be in provide a good workmanlike manner that matches at least the current quality and type of finishes installed in the Premises as copy of the date same to the Landlord. (b) Tenant shall hire a general contractor ("General Contractor"), with the reasonable approval of the Lease. Upon “Substantial Completion” of the TI’s completed by LesseeLandlord, which is defined as the time in which the City of Santa ▇▇▇▇▇ has signed off the building permit and completed the final inspection, Lessee will deliver the following documents to Lessor: “as built” drawings (hard copy and CAD), final signed off building permit, certificate of occupancy (collectively the “TI Documents”), and complete a walk through of the Premises with Lessor’s representatives. Lessor will fund the Lessor’s TI Contribution requested by Lessee, if any, within ten (10) days of receipt of the TI Documents. Subject to Lessor’s advance review and approval of Lessee’s TI’s, which shall not be unreasonably withheld withheld, delayed, or conditioned. Once a General Contractor has been hired by the Tenant, Tenant agrees to pay the General Contractor, and said plan review will provide to Landlord a copy of all invoices and appropriate waivers of lien. The total amount of Landlord's contribution (i.e., the Tenant Allowance) for the construction of Tenant Improvements shall be completed by Lessor within three (3) business days of receipt $100,000 Dollars. All sums over $100,000 Dollars used to Renovate the interior of the proposed plans from Lessee, and Lessee completing building shall be paid by the Lessee’s TI’s Tenant. Landlord agrees to reimburse Tenant for the Tenant Allowance by allowing Tenant to reduce its minimum monthly rent as set forth in accordance with the terms Paragraph 4 of this Lease. (c) As set forth in Paragraph 2 of this Lease, Lessee’s TI’s will not need to the Tenant Allowance shall be removed and the Premises will not need to be restored to the condition that existed prior to the Lessee’s TI’s at Lease termination. Lessor grants Lessee the right to use the furniture, racks, cubicles, cafeteria equipment, voice and data cabling, telephone/voice mail system, telephone handsets and UPS in the Premises as of the date of this Lease (the “FF&E”) during the Term of the Lease at no additional cost. Lessor and Lessee will jointly complete a physical inventory at a mutually agreeable time during normal business hours on or before the Commencement Date, of the FF&E as of the date of the Lease which will be incorporated in Exhibit C to this Lease. Lessee acknowledges that it accepts the existing FF&E in its “as is where is” condition, and to the extent required for Lessee’s continued use of the FF&E during the Lease Term or any extension thereof, Lessee is solely responsible for all maintenance and repair of the FF&E. If Lessee determines prior to or during the Lease Term that it will not use certain FF&E (the “Discarded FF&E”), Lessee will notify Lessor in writing describing the Discarded FF&E. Lessor will have amortized over five (5) days to determine if Lessor wants to remove the Discarded FF&E. Lessor’s failure to respond within the five (5) days following the written notice from Lessee will automatically allow Lessee to remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. If Lessor decides to accept the Discarded FF&E, Lessor will have up to twenty (20) days to remove the Discarded FF&E at Lessor’s sole cost and expense at a time mutually agreed to by the parties. If Lessor fails to remove the Discarded FF&E within the 20 day period, then Lessee may remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. The Lessor’s TI Contribution may be used for any out of pocket direct expenses related to the Lessee’s TI’s in the Premises, including: signage, moving costs, third party project management, wiring and cabling and alterations as described on Exhibit B.1years.

Tenant Improvements. “TI’s”): Lessor will complete a. Tenant acknowledges that Landlord has met its obligations to construct tenant improvements or provide an allowance for Tenant to construct tenant improvements with respect to the TI’s as described on Original Premises and the Additional Premises pursuant to Exhibit B, at Lessor’s sole cost and expense, within thirty (30) days B of the Original Lease and Paragraph 2 of the First Amendment.. b. Tenant hereby agrees to accept the Second Additional Premises in its “as-is” condition existing on the date hereof and Landlord shall have no obligation to construct any tenant improvements to the Second Additional Premises on behalf of Tenant. c. Tenant shall construct tenant improvements (“Improvements”) for the Second Additional Premises in accordance with the plans (the “Plans”), which shall be prepared by Tenant and approved in final form by Landlord, which approval shall not be unreasonably withheld. The Plans shall include items and information as Landlord shall reasonably require to evaluate Tenant’s work. All Improvements shall be constructed in a good and workmanlike manner using new materials and in accordance with all applicable laws, codes and regulations, including the Americans with Disability Act (“ADA”) and in accordance with Paragraph 6 of the Lease (except that the first sentence of Paragraph 6(b) of the Lease shall not apply with respect to the Improvements). It is expressly agreed that (a) Tenant shall not commence any such work until said Plans have been approved by Landlord, and (b) the Plans which have been so approved by Landlord have been used by Tenant, if applicable, to obtain all permits that are necessary to construct the Improvements. Tenant acknowledges that Landlord’s review and approval of the Plans is not conducted for the purpose of determining the accuracy and completeness of the Plans, their compliance with applicable codes and governmental regulations including ADA, or their sufficiency for purposes of obtaining a building permit, all of which shall remain the responsibility of Tenant and Tenant’s architect. Accordingly, Landlord shall not be responsible for any delays in obtaining the building permit due to the insufficiency of the Plans or any delays due to changes in the Plans required by the applicable governmental regulatory agencies reviewing the Plans. If, as a result of any proposed Improvements made by Tenant to the Second Additional Premises, Landlord is obligated to comply with the ADA or any other law or regulation and such compliance requires Landlord to make any improvement or alteration to any portion of the Building, as a condition to Landlord’s approval, Landlord shall have the right to require Tenant to pay to Landlord prior to the construction of any such Improvement by Tenant, the entire cost of any improvement or alteration Landlord is obligated to complete by such law or regulation. d. Tenant shall provide Landlord with a breakdown of the estimated total cost of the Improvements (“Lessor’s TI’sCost Breakdown”), including, without limitation: construction cost of the Improvements; architectural and engineering fees relating to the preparation and review of the space plan and the Plans (inclusive of the initial space plan and all design work above and below the ceiling); governmental agency plan check, permit and other fees; sales and use taxes; testing and inspection costs; and construction fees (including general contractor’s overhead and supervision fees and the construction supervisory fee referred to in subparagraph (i) hereof). In connection thereto, Landlord hereby grants to Tenant an “Improvement Allowance” of up to Twenty and 75/100 Dollars ($20.75) per rentable square foot of space in the Second Additional Premises (i.e., 23,560 rentable square feet multiplied by $20.75 = $488,870.00). The Improvement Allowance shall be disbursed to Tenant not more frequently than once per month based on disbursement requests submitted by Tenant to Landlord and certified by Tenant’s architect. Such disbursement request shall set forth the total amount incurred, expended and/or due for each requested item less prior disbursements and a description of the work performed, and materials supplied and/or costs incurred or due with respect to each item for which disbursement is requested. Each such disbursement request shall be accompanied by invoices, vouchers, statements, affidavits, payroll records and/or other documents reasonably requested by Landlord, which substantiate costs incurred to justify such a disbursement, together with lien waivers for those contractors and materialmen providing construction services or materials. In addition, Lessor will fund each disbursement shall be subject to inspection and approval of completed work by Landlord’s construction engineer. In the event the Cost Breakdown exceeds the Improvement Allowance, Tenant shall pay from another source of funds the amount by which the Cost Breakdown exceeds the Improvement Allowance prior to any disbursement of the Improvement Allowance by Landlord. In the event the actual cost of the Improvements is less than the Improvement Allowance, the unused portion of the Improvement Allowance shall not be paid or refunded to Tenant or be available to Tenant as a credit against any obligations of Tenant under the Lease, except that up to Four Dollars per square foot thirty-three percent (the “Lessor’s TI Contribution”33%) of rentable space the Improvement Allowance (i.e., $252,420488,870.00 multiplied by .33 = $161,327.10) may be used to reimburse Tenant for TIits documented, third-party out-of-pocket expenses incurred in connection with its installation of its data and voice cabling and wiring at the Second Additional Premises. The Improvement Allowance must be expended on or before the expiration of the twelve (12) calendar month period following the Effective Date. If the Improvement Allowance is not expended on or before such date, the Improvement Allowance shall no longer be available to Tenant and Landlord shall have no further obligation to provide such Improvement Allowance to Tenant. e. Tenant shall obtain Landlord’s approval of Tenant’s contractor, which approval shall not be unreasonably withheld provided (i) such contractor’s primary business is the construction of tenant/interior finish work in commercial office buildings; (ii) such contractor is licensed to be completed by Lessee as described on Exhibit B.1 do business in Somerset County, New Jersey, and (the “Lessee’s TI’s”iii) All TI’s completed by Lessee shall be in such contractor is not a good workmanlike manner that matches at least the current quality and type of finishes installed contractor with whom Landlord or its agent has had unsatisfactory dealings in the Premises as of the date of the Leasepast. Upon “Substantial Completion” of the TI’s completed by Lessee, which is defined as the time in which the City of Santa ▇Landlord hereby agrees that if Tenant elects to use ▇▇▇▇ has signed off the building permit Construction Company, LLC or DDB Interior Contracting as Tenant’s contractor, such contractors are pre-approved and completed the final inspectionshall not require any additional approvals by Landlord. Additionally, Lessee will deliver the following documents to Lessor: “as built” drawings (hard Tenant shall submit a copy and CAD), final signed off building permit, certificate of occupancy (collectively the “TI Documents”), and complete a walk through of the Premises with Lessorproposed construction contract to Landlord for Landlord’s representativesapproval. Lessor will fund the LessorLandlord’s TI Contribution requested by Lessee, if any, within ten (10) days of receipt of the TI Documents. Subject to Lessor’s advance review and approval of Lessee’s TI’sapproval, which shall not be unreasonably withheld and said plan review will withheld, shall be completed by Lessor given or denied (as applicable) within three ten (310) business days of receipt of the proposed plans necessary information from LesseeTenant. Tenant’s contractors and subcontractors shall be required to provide the following types of insurance, in the minimum amounts indicated, naming Landlord (and Landlord’s mortgagee, if required by Landlord) as additional insured: (i) Workmen’s Compensation with full statutory limits for employer’s liability. (ii) Commercial General Liability Insurance including direct and contingent liability in the aggregate amount of One Million and No/100 Dollars ($1,000,000.00) combined single limit coverage per occurrence for personal injury, death or property damage. (iii) The Liability Policy shall include coverage for Broad Form Hold Harmless Agreement as is contained in the standard contract. (iv) Automobile Liability Insurance with bodily injury limits of $250,000 per person, $500,000 per accident, and Lessee completing $50,000 per accident for Property Damage. Certificates of insurance for all of the Lesseeforegoing insurance coverages shall be delivered to Landlord before construction of the improvements is started and before Tenant’s TIcontractor’s in accordance equipment is placed upon the Second Additional Premises. In all other respects, the insurance coverage above mentioned shall comply with the terms Lease provisions. f. It is agreed that Tenant assumes the entire responsibility and liability due to its negligence, including statutory or common law, for any and all injuries or death of any or all persons, including its contractor, subcontractors and employees, and for any and all damages to property caused by or resulting from or arising out of any act or omission on the part of Tenant, its contractor, subcontractors or employees, in the prosecution of the work thereunder. With respect to such work Tenant agrees to indemnify and save harmless Landlord, its mortgagee, architect, engineers and their employees and all other tenants of the Property from and against all losses and expense, including legal fees, which they may suffer or pay as the result of claims or lawsuits due to, because of or arising out of any and all such injuries, death or damage, whether real or alleged, and Tenant, its contractor and subcontractors shall assume and defend at their own expense all such claims or lawsuits, unless caused by the gross negligence or willful misconduct of Landlord. Tenant agrees to insure this Lease, Lessee’s TI’s will not need to be removed assumed liability in its Comprehensive General Liability Policy and the Premises will not need to be restored to the condition that existed prior to the Lessee’s TI’s at Lease termination. Lessor grants Lessee the right to use the furniture, racks, cubicles, cafeteria equipment, voice and data cabling, telephone/voice mail system, telephone handsets and UPS in the Premises as original or copy of the date of policy delivered to Landlord shall indicate this Lease (the “FF&E”) contractual coverage. g. For and during the Term period of construction, Tenant shall provide and pay for all utilities consumed upon the Second Additional Premises during said period and for the removal of all temporary connections. h. Tenant shall endeavor to cause the contractor to substantially complete construction of the Lease at no additional costImprovements in a diligent manner. Lessor It shall be the sole responsibility of Tenant to file all drawings and Lessee will jointly complete a physical inventory at a mutually agreeable time during normal business hours on or before the Commencement Datespecifications, of the FF&E as of the date of the Lease which will be incorporated in Exhibit C to this Lease. Lessee acknowledges that it accepts the existing FF&E in its “as is where is” conditionpay all fees and obtain all permits and applications from any governmental authorities having jurisdiction, and to obtain any certificates or approvals, including a certificate of occupancy, required to enable Tenant to occupy the extent required for Lessee’s continued use Second Additional Premises. Upon completion of the FF&E during the Lease Term or any extension thereofImprovements, Lessee is solely responsible for all maintenance and repair Tenant’s contractors and/or subcontractors shall provide Landlord, without cost to Landlord, with one (1) set of transparent “as built” drawings. No delay in completion of construction of the FF&E. If Lessee determines prior to or during Improvements shall delay the Lease Term that it will not use certain FF&E (Effective Date beyond the “Discarded FF&E”), Lessee will notify Lessor in writing describing the Discarded FF&E. Lessor will have five (5) days to determine if Lessor wants to remove the Discarded FF&E. Lessor’s failure to respond within the five (5) days following the written notice from Lessee will automatically allow Lessee to remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. If Lessor decides to accept the Discarded FF&E, Lessor will have up to twenty (20) days to remove the Discarded FF&E at Lessor’s sole cost and expense at a time mutually agreed to by the parties. If Lessor fails to remove the Discarded FF&E within the 20 day period, then Lessee may remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. The Lessor’s TI Contribution may be used for any out of pocket direct expenses related to the Lessee’s TI’s in the Premises, including: signage, moving costs, third party project management, wiring and cabling and alterations as described on Exhibit B.1date specified herein.

Tenant Improvements. “TI’s”): Lessor a. On or before August 1, 2014, Landlord shall endeavor to deliver to Tenant and Tenant shall accept in its "AS IS, WHERE IS" condition," without any representations or warranties (express or implied) whatsoever, except as otherwise expressly provided in the Lease or this P▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇ 4 North so that Tenant may perform the work under the work letter attached as Exhibit D to the Original Lease, as amended hereby (the "Work Letter"). Tenant acknowledges and agrees that Floor 4 North was previously improved for occupancy and all improvements existing on the Fifth Amendment Date shall be left in place by Landlord. Landlord shall not be required to perform any improvements to Floor 4 North or to provide any allowances therefor, except as otherwise expressly provided in this Paragraph 4. b. Tenant shall be responsible for all design and construction of the improvements to the Premises as expanded hereby ("Tenant's Fifth Amendment Work"), which will be performed in accordance with the terms of the Work Letter, which shall be further amended as follows: i. Notwithstanding anything in the Lease or the Work Letter to the contrary, the "Construction Allowance " for purposes of this Fifth Amendment and the Work Letter shall mean the amount of $1,336,902.00, which Construction Allowance shall not be available to Tenant for requisition until October 1, 2018, for improvements made to the Premises any time after execution of this amendment. ii. All references in the Work Letter to "Tenant's Work" shall be deemed to refer to Tenant's Fifth Amendment Work and all references therein to the "Demised Premises" shall be deemed to refer to the Premises, as expanded by this Fifth Amendment. iii. Sections 8.A. and 8.B. of the Work Letter, as amended from time to time, are hereby deleted in their entirety, and the following new Section 8.A. is hereby inserted in lieu thereof: A. Tenant covenants and agrees to complete the TI’s construction and installation of tenant improvements to the Premises having a fixed asset original book value of not less than $6,622,320.00 (the "Capital Obligation"), on or before September 1, 2025, and, if Tenant has breached this covenant, (i) Tenant's right to any unexpended Construction Allowance shall terminate and be for no further force or effect whatsoever and (ii) Tenant shall pay to Landlord a lump sum amount equal to the difference between the Capital Obligation and the amount actually expended by Tenant as described on Exhibit Brequired herein as of September 1, at Lessor’s sole cost and expense2025, within thirty (30) days of the date of the Lease (the “Lessor’s TI’s”). In addition, Lessor will fund up to Four Dollars per square foot (the “Lessor’s TI Contribution”) of rentable space ($252,420) for TI’s to be completed by Lessee as described on Exhibit B.1 (the “Lessee’s TI’s”) All TI’s completed by Lessee shall be in a good workmanlike manner that matches at least the current quality and type of finishes installed in the Premises as of the date of the Lease. Upon “Substantial Completion” of the TI’s completed by Lessee, which is defined as the time in which the City of Santa ▇▇▇▇▇ has signed off the building permit and completed the final inspection, Lessee will deliver the following documents to Lessor: “as built” drawings (hard copy and CAD), final signed off building permit, certificate of occupancy (collectively the “TI Documents”), and complete a walk through of the Premises with Lessor’s representatives. Lessor will fund the Lessor’s TI Contribution requested by Lessee, if any, within ten (10) days of after receipt of the TI Documentsdemand from Landlord. Subject Tenant acknowledges and agrees that Tenant's Capital Obligation is a material consideration to Lessor’s advance review and approval of Lessee’s TI’s, which shall not be unreasonably withheld and said plan review will be completed by Lessor within three (3) business days of receipt of the proposed plans from Lessee, and Lessee completing the Lessee’s TI’s Landlord in accordance with the terms of entering into this Lease, Lessee’s TI’s will not need to be removed and the Premises will not need to be restored to the condition that existed prior to the Lessee’s TI’s at Lease termination. Lessor grants Lessee the right to use the furniture, racks, cubicles, cafeteria equipment, voice and data cabling, telephone/voice mail system, telephone handsets and UPS in the Premises as of the date of this Lease (the “FF&E”) during the Term of the Lease at no additional cost. Lessor and Lessee will jointly complete a physical inventory at a mutually agreeable time during normal business hours on or before the Commencement Date, of the FF&E as of the date of the Lease which will be incorporated in Exhibit C to this Lease. Lessee acknowledges that it accepts the existing FF&E in its “as is where is” condition, and to the extent required for Lessee’s continued use of the FF&E during the Lease Term or any extension thereof, Lessee is solely responsible for all maintenance and repair of the FF&E. If Lessee determines prior to or during the Lease Term that it will not use certain FF&E (the “Discarded FF&E”), Lessee will notify Lessor in writing describing the Discarded FF&E. Lessor will have five (5) days to determine if Lessor wants to remove the Discarded FF&E. Lessor’s failure to respond within the five (5) days following the written notice from Lessee will automatically allow Lessee to remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. If Lessor decides to accept the Discarded FF&E, Lessor will have up to twenty (20) days to remove the Discarded FF&E at Lessor’s sole cost and expense at a time mutually agreed to by the parties. If Lessor fails to remove the Discarded FF&E within the 20 day period, then Lessee may remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. The Lessor’s TI Contribution may be used for any out of pocket direct expenses related to the Lessee’s TI’s in the Premises, including: signage, moving costs, third party project management, wiring and cabling and alterations as described on Exhibit B.1Fifth Amendment."

Tenant Improvements. “TI’s”): Lessor will complete (a) Landlord shall cause the TI’s as described on Exhibit Belectrical system, at Lessor’s sole cost plumbing and expense, within thirty (30) days of the date of the Lease (the “Lessor’s TI’s”). In addition, Lessor will fund up to Four Dollars per square foot (the “Lessor’s TI Contribution”) of rentable space ($252,420) for TI’s roof to be completed by Lessee as described on Exhibit B.1 (the “Lessee’s TI’s”) All TI’s completed by Lessee shall be in a good workmanlike manner that matches at least the current quality and type of finishes installed in the Premises operable condition and repair as of the date of the LeaseCommencement Date. Upon “Substantial Completion” of the TI’s completed by LesseeHowever, which is defined as the time in which the City of Santa ▇▇▇▇▇ has signed off the building permit and completed the final inspection, Lessee will deliver the following documents to Lessor: “as built” drawings (hard copy and CAD), final signed off building permit, certificate of occupancy (collectively the “TI Documents”), and complete a walk through of the Premises with Lessor’s representatives. Lessor will fund the Lessor’s TI Contribution requested by Lessee, if any, within ten (10) days of receipt of the TI Documents. Subject to Lessor’s advance review and approval of Lessee’s TI’s, which Landlord shall not be unreasonably withheld obligated to make any alteration or repair required as a result of improvements to be installed by Tenant in the Premises. Landlord shall be conclusively deemed to have satisfied the foregoing obligation unless Tenant identifies specific items of noncompliance by delivery of written notice to Landlord within sixty (60) days after the Commencement Date. Upon Landlord's correction of such items, Landlord's obligations under this subsection (a) shall be deemed fully satisfied. (b) Tenant shall install the ADA Improvements and said plan review will be completed HVAC Improvements shown on attached Exhibit C and Landlord shall reimburse Tenant up to $47,500 for costs incurred by Lessor within three Tenant in connection with the ADA Improvements and up to $75,000 for costs incurred by Tenant in connection with the HVAC Improvements in accordance with Exhibit C. (3c) business days of receipt Except as specified in subsections (a) above and (d) below, Tenant shall accept the Premises "as-is" and with all faults and Landlord shall have no obligations to improve or modify the Premises. (d) Landlord covenants and represents that it has full and complete authority to enter into this Lease under all of the proposed plans from Lesseeterms, covenants and Lessee completing provisions set forth herein and so long as Tenant performs each and every term, provision and condition herein contained on the Lessee’s TI’s part of Tenant to be performed, Tenant may peacefully and quietly enjoy the Premises in accordance with the terms of this Lease, Lessee’s TI’s will not need to be removed and the Premises will not need to be restored to the condition that existed prior to the Lessee’s TI’s at Lease termination. Lessor grants Lessee the right to use the furniture, racks, cubicles, cafeteria equipment, voice and data cabling, telephone/voice mail system, telephone handsets and UPS in the Premises as of the date of this Lease (the “FF&E”) during the Term of the Lease at no additional cost. Lessor and Lessee will jointly complete a physical inventory at a mutually agreeable time during normal business hours on or before the Commencement Date, of the FF&E as of the date of the Lease which will be incorporated in Exhibit C to this Lease. Lessee acknowledges that it accepts the existing FF&E in its “as is where is” condition, and to the extent required for Lessee’s continued use of the FF&E during the Lease Term or any extension thereof, Lessee is solely responsible for all maintenance and repair of the FF&E. If Lessee determines prior to or during the Lease Term that it will not use certain FF&E (the “Discarded FF&E”), Lessee will notify Lessor in writing describing the Discarded FF&E. Lessor will have five (5) days to determine if Lessor wants to remove the Discarded FF&E. Lessor’s failure to respond within the five (5) days following the written notice from Lessee will automatically allow Lessee to remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. If Lessor decides to accept the Discarded FF&E, Lessor will have up to twenty (20) days to remove the Discarded FF&E at Lessor’s sole cost and expense at a time mutually agreed to by the parties. If Lessor fails to remove the Discarded FF&E within the 20 day period, then Lessee may remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. The Lessor’s TI Contribution may be used for any out of pocket direct expenses related to the Lessee’s TI’s in the Premises, including: signage, moving costs, third party project management, wiring and cabling and alterations as described on Exhibit B.1.

Tenant Improvements. “TI’s”): Lessor 3.1 The Landlord constructed the Leased Premises for a prior tenant. Tenant agrees to accept the Leased Premises in their "AS IS" condition, except that Landlord will install VCT flooring, at its sole expense, in the unfinished laboratory space depicted on Exhibit "A". 3.2 In the event Tenant desires, at any time during the Lease term, to make any non-structural improvements or modifications to the Leased Premises ("Tenant Improvements") it shall obtain the consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Tenant shall be responsible for the creation of all plans and specifications ("Plans") for the Tenant Improvements. Landlord will perform all such work necessary to execute the Plans. Landlord covenants to use its best efforts to complete the TI’s as described on Exhibit Bconstruction of any Tenant Improvements in a timely and cost efficient manner, at Lessor’s sole and to provide Tenant with accurate estimates of both cost and expense, within thirty (30) days time prior to the commencement of the date construction. Landlord's charge for the cost of the Lease (the “Lessor’s TI’s”). In addition, Lessor will fund up to Four Dollars per square foot (the “Lessor’s TI Contribution”) of rentable space ($252,420) for TI’s to be completed by Lessee as described on Exhibit B.1 (the “Lessee’s TI’s”) All TI’s completed by Lessee constructing Tenant Improvements shall be in a good workmanlike manner that matches at least the current quality and type commercially reasonable. All costs of finishes installed in the Premises as of the date of the Lease. Upon “Substantial Completion” of the TI’s completed Tenant Improvement shall be borne by LesseeTenant, which is defined as the time in which the City of Santa ▇▇▇▇▇ has signed off the building permit and completed the final inspectionunless Landlord incurs additional costs due to its acts, Lessee will deliver the following documents omissions or delays, provide such delays are not due to Lessor: “as built” drawings (hard copy and CAD), final signed off building permit, certificate of occupancy (collectively the “TI Documents”)events beyond Landlord's control, and complete a walk through of the Premises with Lessor’s representatives. Lessor will fund the Lessor’s TI Contribution requested by Lessee, if any, such costs shall be paid within ten (10) 30 days of receipt of the TI Documentsan invoice from Landlord. Subject to Lessor’s advance review and approval of Lessee’s TI’sIn no event shall Landlord utilize any materials in Tenant Improvements that are, which shall not be unreasonably withheld and said plan review will be completed by Lessor within three (3) business days of receipt of the proposed plans from Lesseeor may reasonably become, and Lessee completing the Lessee’s TI’s in accordance with the terms of this Leasea "hazardous substance", Lessee’s TI’s will not need to be removed and the Premises will not need to be restored to the condition that existed prior to the Lessee’s TI’s at Lease termination. Lessor grants Lessee the right to use the furniture, racks, cubicles, cafeteria equipment, voice and data cabling, telephone/voice mail system, telephone handsets and UPS in the Premises as of the date of this Lease (the “FF&E”) during the Term of the Lease at no additional cost. Lessor and Lessee will jointly complete a physical inventory at a mutually agreeable time during normal business hours on or before the Commencement Date, of the FF&E as of the date of the Lease which will be incorporated in Exhibit C to this Lease. Lessee acknowledges that it accepts the existing FF&E in its “as is where is” condition, and to the extent required for Lessee’s continued use of the FF&E during the Lease Term or any extension thereof, Lessee is solely responsible for all maintenance and repair of the FF&E. If Lessee determines prior to or during the Lease Term that it will not use certain FF&E (the “Discarded FF&E”), Lessee will notify Lessor in writing describing the Discarded FF&E. Lessor will have five (5) days to determine if Lessor wants to remove the Discarded FF&E. Lessor’s failure to respond within the five (5) days following the written notice from Lessee will automatically allow Lessee to remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. If Lessor decides to accept the Discarded FF&E, Lessor will have up to twenty (20) days to remove the Discarded FF&E at Lessor’s sole cost and expense at a time mutually agreed to by the parties. If Lessor fails to remove the Discarded FF&E within the 20 day period, then Lessee may remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. The Lessor’s TI Contribution may be used for any out of pocket direct expenses related to the Lessee’s TI’s in the Premises, including: signage, moving costs, third party project management, wiring and cabling and alterations as described on Exhibit B.1hereinafter defined.

Tenant Improvements. Landlord and Tenant acknowledge that Tenant presently occupies the Premises and that the Premises shall be delivered to Tenant pursuant to the Lease in its “TI’s”): Lessor will complete AS-IS,” “WHERE-IS” condition, subject to the TI’s as renovations and improvements described on Exhibit Bherein. Subject to the conditions herein stated, Landlord agrees to deliver the Premises, at LessorLandlord’s cost and expense, in “turnkey condition” containing the improvements (the “Tenant Improvements”) specified in the Final Plans to be agreed to by Landlord and Tenant as set forth in Paragraph 2 below; provided, however, that (a) all improvements shall be made using building standard materials and be compatible with the shell and core improvements and the design, construction and equipment of the Complex; (b) all improvements shall comply with all applicable laws, rules, regulations, codes and ordinances; (c) Tenant shall be responsible, at its sole cost and expense, within thirty for purchasing equipment and special trade fixtures identified as being Tenant’s responsibility to purchase in the Final Plans, which Landlord agrees to install at the Premises; (30d) days of the date of the Lease (the “Lessor’s TI’s”). In addition, Lessor will fund up to Four Dollars per square foot (the “Lessor’s TI Contribution”) of rentable space ($252,420) for TI’s to be completed by Lessee as described on Exhibit B.1 (the “Lessee’s TI’s”) All TI’s completed by Lessee Tenant shall be in a good workmanlike manner that matches liable, at least the current quality and type of finishes installed in the Premises as of the date of the Lease. Upon “Substantial Completion” of the TI’s completed by Lessee, which is defined as the time in which the City of Santa ▇▇▇▇▇ has signed off the building permit and completed the final inspection, Lessee will deliver the following documents to Lessor: “as built” drawings (hard copy and CAD), final signed off building permit, certificate of occupancy (collectively the “TI Documents”), and complete a walk through of the Premises with Lessor’s representatives. Lessor will fund the Lessor’s TI Contribution requested by Lessee, if any, within ten (10) days of receipt of the TI Documents. Subject to Lessor’s advance review and approval of Lessee’s TI’s, which shall not be unreasonably withheld and said plan review will be completed by Lessor within three (3) business days of receipt of the proposed plans from Lessee, and Lessee completing the Lessee’s TI’s in accordance with the terms of this Lease, Lessee’s TI’s will not need to be removed and the Premises will not need to be restored to the condition that existed prior to the Lessee’s TI’s at Lease termination. Lessor grants Lessee the right to use the furniture, racks, cubicles, cafeteria equipment, voice and data cabling, telephone/voice mail system, telephone handsets and UPS in the Premises as of the date of this Lease (the “FF&E”) during the Term of the Lease at no additional cost. Lessor and Lessee will jointly complete a physical inventory at a mutually agreeable time during normal business hours on or before the Commencement Date, of the FF&E as of the date of the Lease which will be incorporated in Exhibit C to this Lease. Lessee acknowledges that it accepts the existing FF&E in its “as is where is” condition, and to the extent required for Lessee’s continued use of the FF&E during the Lease Term or any extension thereof, Lessee is solely responsible for all maintenance and repair of the FF&E. If Lessee determines prior to or during the Lease Term that it will not use certain FF&E (the “Discarded FF&E”), Lessee will notify Lessor in writing describing the Discarded FF&E. Lessor will have five (5) days to determine if Lessor wants to remove the Discarded FF&E. Lessor’s failure to respond within the five (5) days following the written notice from Lessee will automatically allow Lessee to remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. If Lessor decides to accept , for any non-building standard materials selected by Tenant for use in constructing the Discarded FF&ETenant Improvements; (e) Tenant shall be responsible, Lessor will have up to twenty (20) days to remove the Discarded FF&E at Lessor’s sole cost and expense at a time mutually agreed to by the parties. If Lessor fails to remove the Discarded FF&E within the 20 day period, then Lessee may remove and dispose of the Discarded FF&E at Lessee’s its sole cost and expense, for purchasing voice and data wiring and wall-mounted jacks for same, which Landlord agrees to install at the Premises; (f) Tenant shall be responsible, at its sole cost and expense, for installing its voice and data systems and equipment; and (g) Tenant’s selection of special trade fixtures or non-building standard materials that require long lead time and delay the Delivery Date beyond the Anticipated Delivery Date shall constitute Tenant Delay. The Lessor’s TI Contribution may be used for any out General Fit-Out Notes (the “Notes”) set forth on the Tenant Space Plan (defined below) are incorporated herein by this reference, and in the event of pocket direct expenses related a conflict between the Notes and this Work Agreement, the Notes shall prevail as to the Lessee’s TI’s in intent and agreement of the Premises, including: signage, moving costs, third party project management, wiring and cabling and alterations as described on Exhibit B.1parties.

Tenant Improvements. A. Tenant shall perform the improvements listed in the attached proposals contained in Exhibit A (“TI’sImprovements”): Lessor will ) within six (6) months of the execution of this Amendment. Tenant acknowledges the savings from the four (4) month rental abatement in the amount of $117,660.00 shall be applied to the costs to complete the TIImprovements. If Tenant fails to complete the Improvements within the six (6) month period, Tenant shall reimburse Landlord for the unused portion of the rental abatement. All work to be performed by a qualified and licensed contractor. All Improvements are to be constructed in a good and workmanlike manner, and in accordance with all applicable laws, regulations, and codes. Tenant shall indemnify, defend (with attorneys reasonably acceptable to Landlord), and hold Landlord harmless from and against any and all liability, losses, damages, costs and expense, which arise directly or indirectly from lien claims affecting the Premises arising out of Tenant’s as described on Exhibit Bor Tenant’s contractor’s work or that of subcontractor or suppliers. Upon completion of the Improvements, Tenant shall provide to Landlord a copy of all receipts, a final contractor’s affidavit and final lien waiver from all contractors, and any subcontractors or materialmen involved in the work, and a copy of any permits or other approvals required in connection with the Improvements. Once completed, the Improvements shall become part of the Premises and shall not be removed at Lessorthe time of Tenant’s vacating the Premises. B. At Landlord’s sole cost and expense, within thirty (30) days Landlord shall repair 195+/- SF of the date of the Lease (the “Lessor’s TI’s”). In addition, Lessor will fund up to Four Dollars per square foot (the “Lessor’s TI Contribution”) of rentable space ($252,420) for TI’s to be completed by Lessee as described on Exhibit B.1 (the “Lessee’s TI’s”) All TI’s completed by Lessee shall be in a good workmanlike manner that matches at least the current quality and type of finishes installed in the Premises as of the date of the Lease. Upon “Substantial Completion” of the TI’s completed by Lessee, which is defined as the time in which the City of Santa ▇▇▇▇▇ has signed off the building permit and completed the final inspection, Lessee will deliver the following documents to Lessor: “as built” drawings (hard copy and CAD), final signed off building permit, certificate of occupancy (collectively the “TI Documents”), and complete a walk through of the Premises with Lessor’s representatives. Lessor will fund the Lessor’s TI Contribution requested by Lessee, if any, within ten (10) days of receipt of the TI Documents. Subject to Lessor’s advance review and approval of Lessee’s TI’s, which shall not be unreasonably withheld and said plan review will be completed by Lessor within three (3) business days of receipt of the proposed plans from Lessee, and Lessee completing the Lessee’s TI’s in accordance with the terms of this Lease, Lessee’s TI’s will not need to be removed and the Premises will not need to be restored to the condition that existed prior to the Lessee’s TI’s at Lease termination. Lessor grants Lessee the right to use the furniture, racks, cubicles, cafeteria equipment, voice and data cabling, telephone/voice mail system, telephone handsets and UPS in the Premises as of the date of this Lease (the “FF&E”) during the Term of the Lease at no additional cost. Lessor and Lessee will jointly complete a physical inventory at a mutually agreeable time during normal business hours on or before the Commencement Date, of the FF&E as of the date of the Lease which will be incorporated in Exhibit C to this Lease. Lessee acknowledges that it accepts the existing FF&E in its “as is where is” condition, and to the extent required for Lessee’s continued use of the FF&E during the Lease Term or any extension thereof, Lessee is solely responsible for all maintenance and repair of the FF&E. If Lessee determines prior to or during the Lease Term that it will not use certain FF&E (the “Discarded FF&E”), Lessee will notify Lessor in writing describing the Discarded FF&E. Lessor will have five (5) days to determine if Lessor wants to remove the Discarded FF&E. Lessor’s failure to respond within the five (5) days following the written notice from Lessee will automatically allow Lessee to remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. If Lessor decides to accept the Discarded FF&E, Lessor will have up to twenty (20) days to remove the Discarded FF&E at Lessor’s sole cost and expense at a time mutually agreed to by the parties. If Lessor fails to remove the Discarded FF&E within the 20 day period, then Lessee may remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. The Lessor’s TI Contribution may be used for any out of pocket direct expenses related to the Lessee’s TI’s concrete area in the Premises, including: signage, moving costs, third party project management, wiring and cabling and alterations . Landlord shall begin work as described on Exhibit B.1soon as reasonably possible after full execution of the Amendment.

Tenant Improvements. 4.01. Tenant shall perform all construction, improvements, additions, modifications, decorations and alterations that may be proposed or undertaken by or for the account of Tenant to prepare, equip, decorate and furnish the Premises for Tenant's initial and/or continued use and 4846-0294-9028.v11 occupancy (“TI’s”): Lessor will complete the TI’s as described on Exhibit B, at Lessor’s sole cost and expense, within thirty (30) days of the date of the Lease (the “Lessor’s TI’sAlterations”). In addition, Lessor will fund up to Four Dollars per square foot (the “Lessor’s TI Contribution”) of rentable space ($252,420) for TI’s to be completed by Lessee as described on Exhibit B.1 (the “Lessee’s TI’s”) All TI’s completed by Lessee Alterations shall be in a good workmanlike manner that matches at least conformity with the current standards of quality of construction, tenant occupancy of the Building and type the overall aesthetic of finishes installed the Building as determined by Landlord. 4.02. All maintenance and repair, and any Alterations, performed by, on behalf of or for the account of Tenant, shall comply with the following: (a) Any Alterations require Landlord’s prior written consent. Notwithstanding the foregoing, Landlord’s consent shall not be required for any Alterations comply with all three of the following criteria: the Alterations (i) are not Major Work (as hereinafter defined), (ii) do not cost, in the Premises as of the date of the Lease. Upon “Substantial Completion” of the TI’s completed by Lesseeaggregate, which is defined as the time in which the City of Santa ▇▇▇▇▇ has signed off the building permit and completed the final inspection, Lessee will deliver the following documents to Lessor: “as built” drawings more than Twenty Five Thousand Dollars (hard copy and CAD), final signed off building permit, certificate of occupancy (collectively the “TI Documents”$25,000.00), and complete (iii) do not require a walk through building permit. Landlord agrees not to unreasonably withhold, condition or delay, its consent to Alterations with the exception of Alterations which are Major Work for which Landlord may withhold its consent in its sole and absolute discretion. (b) Any Alterations or repair or maintenance performed by or on behalf of Tenant must not, individually or in the aggregate, lessen the value of the Premises Building or Property or adversely affect the usefulness of the Building or Property as a first-class office building; (c) All Major Work shall be performed by contractors, engineers and/or architects approved by Landlord, such approval not to be unreasonably withheld, conditioned or delayed. (d) Tenant shall, in advance, deliver to Landlord the name and address of Tenant's contractors, subcontractors, material suppliers and laborers, and a breakdown of the aggregate total cost of the Alterations repairs or maintenance, together with Lessora certificate of insurance for such contractors, subcontractors, material suppliers and laborers. All of Tenant’s representativescontractors, whether retained under this section or as contemplated elsewhere in the Lease, shall carry and maintain insurance in such minimum amounts and types of coverage as Landlord may reasonably require, naming Landlord and Landlord’s agents as additional insureds. Lessor will fund Tenant’s contractors shall deliver current certificates of insurance to Landlord prior to performance of any work at the Lessor’s TI Contribution requested by Lessee, if anyPremises. (e) Tenant shall, within ten (10) days of receipt of the TI Documents. Subject to Lessor’s advance review and approval of Lessee’s TI’s, which shall not be unreasonably withheld and said plan review will be completed by Lessor within three (3) business days of receipt of the proposed plans from Lessee, and Lessee completing the Lessee’s TI’s in accordance with the terms of this Lease, Lessee’s TI’s will not need to be removed and the Premises will not need to be restored to the condition that existed prior to the Lessee’s TI’s at Lease termination. Lessor grants Lessee the right to use the furniture, racks, cubicles, cafeteria equipment, voice and data cabling, telephone/voice mail system, telephone handsets and UPS in the Premises as of the date of this Lease (the “FF&E”) during the Term of the Lease at no additional cost. Lessor and Lessee will jointly complete a physical inventory at a mutually agreeable time during normal business hours on or before the Commencement Date, of the FF&E as of the date of the Lease which will be incorporated in Exhibit C to this Lease. Lessee acknowledges that it accepts the existing FF&E in its “as is where is” condition, and to the extent required for Lessee’s continued use of the FF&E during the Lease Term or any extension thereof, Lessee is solely responsible for all maintenance and repair of the FF&E. If Lessee determines prior to or during the Lease Term that it will not use certain FF&E (the “Discarded FF&E”), Lessee will notify Lessor in writing describing the Discarded FF&E. Lessor will have five (5) days to determine if Lessor wants to remove the Discarded FF&E. Lessor’s failure to respond within the five (5) days following the written notice from Lessee will automatically allow Lessee to remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. If Lessor decides to accept the Discarded FF&E, Lessor will have up to twenty (20) days after completion of any Alterations, repairs or maintenance, provide original, fully executed final lien waivers in a form reasonably acceptable to remove Landlord and suitable for recording purposes, from each contractor, subcontractor, material supplier and laborer that perform Alterations, repairs or maintenance at the Discarded FF&E at Lessor’s sole cost Premises and expense at a time mutually agreed to by the parties. If Lessor fails to remove the Discarded FF&E within the 20 day period, then Lessee may remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. The Lessor’s TI Contribution may be used for any out of pocket direct expenses related to the Lessee’s TI’s whose invoices exceed Ten Thousand Dollars ($10,000.00) in the Premisesaggregate. (f) Tenant shall perform, including: signageor cause to be performed, moving costsall Alterations, third party project managementrepair and maintenance with diligence, wiring using only new, first class materials and cabling supplies, in a good and alterations as described on Exhibit B.1workmanlike manner in accordance with plans approved by Landlord and in accordance with all laws, codes, statues, requirements or other directive of any governmental or quasi-governmental authority and any and all approvals, permits, licenses or consents required by any ordinance, law or public regulations or by any authority having jurisdiction. Tenant warrants that all Alterations, when completed, will comply with all applicable laws.

Tenant Improvements. “TI’s”): Lessor will complete Except as specifically set forth herein or in the TI’s Tenant Work Letter attached to this Fourth Amendment as described on Exhibit B, at Lessor’s sole cost and expense, within thirty (30) days of the date of the Lease B (the “Lessor’s TI’s”). In addition, Lessor will fund up to Four Dollars per square foot (the “Lessor’s TI Contribution”) of rentable space ($252,420) for TI’s to be completed by Lessee as described on Exhibit B.1 (the “Lessee’s TI’s”) All TI’s completed by Lessee shall be in a good workmanlike manner that matches at least the current quality and type of finishes installed in the Premises as of the date of the Lease. Upon “Substantial Completion” of the TI’s completed by Lessee, which is defined as the time in which the City of Santa ▇▇▇▇▇ has signed off the building permit and completed the final inspection, Lessee will deliver the following documents to Lessor: “as built” drawings (hard copy and CAD"Tenant Work Letter"), final signed off building permit, certificate of occupancy (collectively the “TI Documents”), and complete a walk through of the Premises with Lessor’s representatives. Lessor will fund the Lessor’s TI Contribution requested by Lessee, if any, within ten (10) days of receipt of the TI Documents. Subject to Lessor’s advance review and approval of Lessee’s TI’s, which Landlord shall not be unreasonably withheld and said plan review will be completed by Lessor within three (3) business days of receipt obligated to provide or pay for any improvement work or services related to the improvement of the proposed plans from LesseeFourth Expansion Premises, and Lessee completing Tenant shall accept the Lessee’s TI’s Fourth Expansion Premises in accordance with its presently existing, "as-is" condition, provided that Landlord shall deliver the terms of this LeaseFourth Expansion Premises to Tenant fully decommissioned in good, Lessee’s TI’s will not need to be removed vacant, broom clean condition, and the Premises will not need to be restored to the condition that existed prior to the Lessee’s TI’s at Lease termination. Lessor grants Lessee the right to use the furniture, racks, cubicles, cafeteria equipment, voice and data cabling, telephone/voice mail system, telephone handsets and UPS otherwise in the Premises same condition as of the date of this Lease Fourth Amendment, in compliance with all Applicable Laws (to the “FF&E”extent necessary to maintain a certificate of occupancy or its legal equivalent for the Fourth Expansion Premises), with the roof water-tight and shall cause the HVAC systems, plumbing, electrical systems, fire sprinkler system, lighting, emergency generators, and all other Building systems serving the Fourth Expansion Premises to be in good operating condition and repair and in compliance with Applicable Laws (to the extent necessary to obtain or maintain a certificate of occupancy, or its legal equivalent, for the Fourth Expansion Premises) during the Term of the Lease at no additional cost. Lessor and Lessee will jointly complete a physical inventory at a mutually agreeable time during normal business hours on or before the Commencement Date, of the FF&E as of the date of the Lease which will be incorporated in Exhibit C to this LeaseFourth Expansion Commencement Date. Lessee Additionally, Tenant acknowledges that it accepts shall continue to accept the existing FF&E Existing Premises in its “as is where presently existing "as-is” " condition, and Landlord shall not be obligated to the extent required for Lessee’s continued use of the FF&E during the Lease Term provide or any extension thereof, Lessee is solely responsible for all maintenance and repair of the FF&E. If Lessee determines prior to or during the Lease Term that it will not use certain FF&E (the “Discarded FF&E”), Lessee will notify Lessor in writing describing the Discarded FF&E. Lessor will have five (5) days to determine if Lessor wants to remove the Discarded FF&E. Lessor’s failure to respond within the five (5) days following the written notice from Lessee will automatically allow Lessee to remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. If Lessor decides to accept the Discarded FF&E, Lessor will have up to twenty (20) days to remove the Discarded FF&E at Lessor’s sole cost and expense at a time mutually agreed to by the parties. If Lessor fails to remove the Discarded FF&E within the 20 day period, then Lessee may remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. The Lessor’s TI Contribution may be used pay for any out of pocket direct expenses improvement work related to the Lessee’s TI’s improvement of the Existing Premises, provided that, the foregoing shall not relieve Landlord of any of its maintenance, repair or replacement obligations under the Lease, if any. Tenant also acknowledges that, except as expressly set forth herein, neither Landlord nor any agent of Landlord has made any representation or warranty regarding the condition of the Existing Premises, the Fourth Expansion Premises, or the Building or with respect to the suitability of any of the foregoing for the conduct of Tenant's business in the Existing Premises or the Fourth Expansion Premises, including: signage, moving costs, third party project management, wiring and cabling and alterations as described on Exhibit B.1.

Tenant Improvements. “TI’s”): Lessor will complete In connection with the TI’s as described on Exhibit B, at Lessor’s sole cost and expense, within thirty (30) days of the date amendment of the Lease contemplated by this Amendment, Tenant shall receive a tenant improvement allowance (the “Lessor’s TI’s”"Allowance") from Landlord in an amount equal to One Hundred Forty-Nine Thousand Five Hundred Ten Dollars ($149,510.00) to be used for tenant improvements to the Premises (the "Allowance Improvements"). In additionThe Allowance shall be available to Tenant following the full execution of this Amendment and shall be disbursed by Landlord to Tenant to timely pay costs of construction in connection with the Allowance Improvements upon completion of a particular improvement, Lessor will fund up contractor lien release, if applicable. The Allowance Improvements shall be mutually agreed upon by Landlord and Tenant prior to Four Dollars per square foot commencement of construction, with Landlord's approval not to be unreasonably withheld or delayed, and shall include, by way of illustration only, improvements to the HVAC system for the building (the “Lessor’s TI Contribution”"Building") of rentable space ($252,420) for TI’s to be completed by Lessee as described on Exhibit B.1 (the “Lessee’s TI’s”) All TI’s completed by Lessee shall be in a good workmanlike manner that matches at least the current quality and type of finishes installed in the Premises as of the date of the Lease. Upon “Substantial Completion” of the TI’s completed by Lessee, which is defined as the time in which the City Premises are located, including cooling tower improvements, air compressor improvements and boiler improvements; interior space improvements to the Premises, including carpeting replacement, painting of Santa ▇▇▇▇▇ has signed off the building permit and completed the final inspection, Lessee will deliver the following documents to Lessor: “as built” drawings (hard copy and CAD), final signed off building permit, certificate of occupancy (collectively the “TI Documents”)Premises, and complete a walk through of the Premises with Lessor’s representatives. Lessor will fund the Lessor’s TI Contribution requested by Lessee, if any, within ten (10) days of receipt of the TI Documents. Subject to Lessor’s advance review and approval of Lessee’s TI’s, which shall not be unreasonably withheld and said plan review will be completed by Lessor within three (3) business days of receipt of the proposed plans from Lessee, and Lessee completing the Lessee’s TI’s in accordance with the terms of this Lease, Lessee’s TI’s will not need to be removed and the Premises will not need to be restored to the condition that existed prior to the Lessee’s TI’s at Lease termination. Lessor grants Lessee the right to use the furniture, racks, cubicles, cafeteria equipment, voice and data cabling, telephone/voice mail system, telephone handsets and UPS in the Premises as of the date of this Lease (the “FF&E”) during the Term of the Lease at no additional cost. Lessor and Lessee will jointly complete a physical inventory at a mutually agreeable time during normal business hours on or before the Commencement Date, of the FF&E as of the date of the Lease which will be incorporated in Exhibit C to this Lease. Lessee acknowledges that it accepts the existing FF&E in its “as is where is” condition, and to the extent required for Lessee’s continued use of the FF&E during the Lease Term or any extension thereof, Lessee is solely responsible for all maintenance replacement and repair of the FF&E. If Lessee determines prior to or during the Lease Term that it will not use certain FF&E (the “Discarded FF&E”)countertops, Lessee will notify Lessor in writing describing the Discarded FF&E. Lessor will have five (5) days to determine if Lessor wants to remove the Discarded FF&E. Lessor’s failure to respond within the five (5) days following the written notice from Lessee will automatically allow Lessee to remove flooring, and dispose doors; a kitchen remodel; conference room built-ins; and related improvements. The foregoing description is intended as a general description only and shall be finalized by agreement of the Discarded FF&E at Lessee’s sole cost parties. Tenant shall be responsible for construction of the Allowance Improvements, all of which shall be completed in a good, workmanlike and expense. If Lessor decides lien-free manner, pursuant to accept the Discarded FF&E, Lessor will have up to twenty (20) days to remove the Discarded FF&E at Lessor’s sole cost and expense at a time mutually agreed to schedule reasonably approved by the parties. If Lessor fails The Allowance Improvements shall not include, and the Allowance shall not be allocated for payment of, improvements to remove the Discarded FF&E within the 20 day period, then Lessee may remove and dispose any common areas of the Discarded FF&E at Lessee’s sole cost and expenseBuilding. The Lessor’s TI Contribution may Allowance shall be used available for any out of pocket direct expenses all reasonable costs related to construction and completion of the Lessee’s TI’s in the PremisesAllowance Improvements, including: signage, moving costswithout limitation, third party project managementdesign and architectural fees, wiring permits and cabling licenses and alterations as described on Exhibit B.1all other related hard and soft costs of such construction. The parties shall also reasonably agree upon Tenant's contractor for such work and a method of timely disbursements to pay all costs incurred in connection therewith.

Tenant Improvements. Landlord and Tenant have approved that certain space plan for the Premises prepared by Interior Architects, dated August 3, 2011, job number 011384.00 (the “TI’sSpace Plan”): Lessor will ). Immediately following Tenant’s execution and delivery of this Lease, Tenant shall cooperate in good faith with Landlord’s architects and engineers to supply such information as is necessary to allow the Landlord’s architects and engineers to complete the TI’s 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 and in a manner consistent with, and which are a logical extension of, the Space Plan (as described on Exhibit Breasonably determined by Landlord) and otherwise in accordance with Building standards (collectively, the “Approved Working Drawings”). Landlord shall, at LessorLandlord’s sole cost and expenseexpense (subject to the terms of Section 2, within thirty (30) days of below), construct the date of improvements in the Lease Premises (the “Lessor’s TI’s”). In addition, Lessor will fund up to Four Dollars per square foot (the “Lessor’s TI ContributionTenant Improvements”) pursuant to the Approved Working Drawings. Landlord and Tenant hereby acknowledge and agree that, as part of rentable space ($252,420) for TI’s to be completed by Lessee as described on Exhibit B.1 (the “Lessee’s TI’s”) All TI’s completed by Lessee Tenant Improvements, Landlord shall be in construct a good workmanlike manner building standard demising wall that matches at least the current quality and type of finishes installed in separately demises the Premises as from other space on the 11th floor not leased by Tenant. Tenant shall make no changes or modifications to (i) the Space Plan, or (ii) once completed, 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 date of the Lease. Upon “Substantial Completion,” as that term is defined in Section 5.1 of this Tenant Work Letter, of the TI’s completed by Lessee, which is defined as Premises or increase the time in which cost of designing or constructing the City of Santa Tenant Improvements. EXHIBIT B ▇▇▇ ▇▇▇▇▇▇▇▇ has signed off the building permit and completed the final inspection▇▇▇▇▇▇▇▇▇ -▇- [DestinationRX, Lessee will deliver the following documents to Lessor: “as built” drawings (hard copy and CAD), final signed off building permit, certificate of occupancy (collectively the “TI Documents”), and complete a walk through of the Premises with Lessor’s representatives. Lessor will fund the Lessor’s TI Contribution requested by Lessee, if any, within ten (10) days of receipt of the TI Documents. Subject to Lessor’s advance review and approval of Lessee’s TI’s, which shall not be unreasonably withheld and said plan review will be completed by Lessor within three (3) business days of receipt of the proposed plans from Lessee, and Lessee completing the Lessee’s TI’s in accordance with the terms of this Lease, Lessee’s TI’s will not need to be removed and the Premises will not need to be restored to the condition that existed prior to the Lessee’s TI’s at Lease termination. Lessor grants Lessee the right to use the furniture, racks, cubicles, cafeteria equipment, voice and data cabling, telephone/voice mail system, telephone handsets and UPS in the Premises as of the date of this Lease (the “FF&E”) during the Term of the Lease at no additional cost. Lessor and Lessee will jointly complete a physical inventory at a mutually agreeable time during normal business hours on or before the Commencement Date, of the FF&E as of the date of the Lease which will be incorporated in Exhibit C to this Lease. Lessee acknowledges that it accepts the existing FF&E in its “as is where is” condition, and to the extent required for Lessee’s continued use of the FF&E during the Lease Term or any extension thereof, Lessee is solely responsible for all maintenance and repair of the FF&E. If Lessee determines prior to or during the Lease Term that it will not use certain FF&E (the “Discarded FF&E”), Lessee will notify Lessor in writing describing the Discarded FF&E. Lessor will have five (5) days to determine if Lessor wants to remove the Discarded FF&E. Lessor’s failure to respond within the five (5) days following the written notice from Lessee will automatically allow Lessee to remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. If Lessor decides to accept the Discarded FF&E, Lessor will have up to twenty (20) days to remove the Discarded FF&E at Lessor’s sole cost and expense at a time mutually agreed to by the parties. If Lessor fails to remove the Discarded FF&E within the 20 day period, then Lessee may remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. The Lessor’s TI Contribution may be used for any out of pocket direct expenses related to the Lessee’s TI’s in the Premises, including: signage, moving costs, third party project management, wiring and cabling and alterations as described on Exhibit B.1.Inc.]

Tenant Improvements. “TI’s”): Lessor will complete Sublessor and Sublessee hereby approve the TI’s preliminary plans attached hereto as described on Exhibit B, E for certain Alterations to be installed at Lessorthe Sublease Premises by Sublessor at Sublessor’s sole cost and expense, within thirty (30) days of the date of the Lease expense (the “Lessor’s TI’sTenant Improvements”). In additionSublessee and Sublessor shall agree, Lessor will fund up to Four Dollars per square foot in good faith, upon final plans and specifications for the Tenant Improvements or give detailed reasons for disapproval within five (the “Lessor’s TI Contribution”) of rentable space ($252,420) for TI’s to be completed by Lessee as described on Exhibit B.1 (the “Lessee’s TI’s”) All TI’s completed by Lessee shall be in a good workmanlike manner that matches at least the current quality and type of finishes installed in the Premises as of the date of the Lease. Upon “Substantial Completion” of the TI’s completed by Lessee, which is defined as the time in which the City of Santa ▇▇▇▇▇ has signed off the building permit and completed the final inspection, Lessee will deliver the following documents to Lessor: “as built” drawings (hard copy and CAD), final signed off building permit, certificate of occupancy (collectively the “TI Documents”), and complete a walk through of the Premises with Lessor’s representatives. Lessor will fund the Lessor’s TI Contribution requested by Lessee, if any, within ten (10) days of receipt of the TI Documents. Subject to Lessor’s advance review and approval of Lessee’s TI’s, which shall not be unreasonably withheld and said plan review will be completed by Lessor within three (35) business days of receipt of the proposed final plans from Lesseeand specifications for the Tenant Improvements. Sublessor shall provide Sublessee with final plans and specifications for the Tenant Improvements not later than May 31, 2002 (the “Final Plans”). Neither Sublessor nor Sublessee shall unreasonably withhold its approval if such final plans and specifications are natural derivations of Exhibit E. Notwithstanding anything to the contrary contained in this Sublease, Sublessor and Sublessee acknowledge that the Tenant Improvements are subject to the prior written approval of Landlord pursuant to Section 7.3 of the Master Lease, and Lessee completing that Landlord’s approval of the Lessee’s TI’s Tenant Improvements shall be a condition precedent to the effectiveness of this Sublease, as more particularly set forth in accordance Section 21.14 below. The Tenant Improvements shall comply with the terms and conditions of this Section 7.3 of the Master Lease, Lesseeincluding, but not limited to, Sublessor’s TI’s will not need obligation to be removed and remove such Tenant Improvements if required by Landlord in accordance therewith at the Premises will not need to be restored time that Landlord consents to the condition that existed prior Tenant Improvements (subject, however, to the Lessee’s TI’s at Lease terminationprovisions of Section 7.2.2 below). Lessor grants Lessee the right to use the furniture, racks, cubicles, cafeteria equipment, voice and data cabling, telephone/voice mail system, telephone handsets and UPS in the Premises as Sublessee shall not be responsible for payment of the date of this Lease (the “FF&E”) during the Term supervision fee required by Section 7.3 of the Master Lease at no additional cost. Lessor and Lessee will jointly complete a physical inventory at a mutually agreeable time during normal business hours on or before the Commencement Date, of the FF&E as of the date of the Lease which will be incorporated in Exhibit C to this Lease. Lessee acknowledges that it accepts the existing FF&E in its “as is where is” condition, and relative to the extent required for Lessee’s continued use of the FF&E during the Lease Term or any extension thereof, Lessee is solely responsible for all maintenance and repair of the FF&E. If Lessee determines prior to or during the Lease Term that it will not use certain FF&E (the “Discarded FF&E”), Lessee will notify Lessor in writing describing the Discarded FF&E. Lessor will have five (5) days to determine if Lessor wants to remove the Discarded FF&E. Lessor’s failure to respond within the five (5) days following the written notice from Lessee will automatically allow Lessee to remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. If Lessor decides to accept the Discarded FF&E, Lessor will have up to twenty (20) days to remove the Discarded FF&E at Lessor’s sole cost and expense at a time mutually agreed to by the parties. If Lessor fails to remove the Discarded FF&E within the 20 day period, then Lessee may remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. The Lessor’s TI Contribution may be used for any out of pocket direct expenses related to the Lessee’s TI’s in the Premises, including: signage, moving costs, third party project management, wiring and cabling and alterations as described on Exhibit B.1Tenant Improvements.

Tenant Improvements. “TI’s”): Lessor will Landlord hereby agrees to complete the TI’s as described on Tenant Improvements for the 217 Technology Premises in accordance with the provisions of Exhibit BX, at Lessor’s sole cost and expenseWork Letter, within thirty (30) days attached to this Amendment. The provisions of Section 2.2 of the date Lease, including without limitation, those provisions governing the preparation and approval of a punch list, shall apply with respect to the 217 Technology Premises (with the “Early Occupancy Date” as set forth in said Section 2.2 to refer to the “Commencement Date for the 217 Technology Premises” for purposes of this Amendment). Further, in connection with the construction of the Tenant Improvements for the 217 Technology Premises pursuant to the Work Letter attached to this Amendment, Landlord shall obtain customary warranties and guaranties from the contractor(s) performing such work and/or the manufacturers of equipment installed therein, but shall be under no obligation to incur additional expense in order to obtain or extend such warranties unless Tenant agrees in writing to bear such additional expense. If Tenant is required to make repairs to any component of the 217 Technology Premises or any of its systems not covered by the Landlord’s warranty obligations contained in the first paragraph of Section 2.4(b) of the Lease (which warranty obligations have been made binding on the “Lessor217 Technology Premises by the provisions of Section III.F of this Amendment), then Landlord shall, upon request by Tenant, either (i) use its good faith efforts to pursue its rights under any warranties and guaranties referred to in the prior sentence for the benefit of Tenant or (ii) assign its rights and benefits under such warranties and guaranties to Tenant. Tenant’s TI’s”). In addition, Lessor will fund up to Four Dollars per square foot (acceptance of the “Lessor’s TI Contribution”) of rentable space ($252,420) for TI’s to be completed by Lessee as described on Exhibit B.1 (the “Lessee’s TI’s”) All TI’s completed by Lessee 217 Technology Premises shall be in a good workmanlike manner that matches at least the current quality and type of finishes installed in the Premises as of the date of the Lease. Upon “Substantial Completion” of the TI’s completed by Lessee, which is defined as the time in which the City of Santa ▇▇▇▇▇ has signed off the building permit and completed the final inspection, Lessee will deliver the following documents to Lessor: “as built” drawings (hard copy and CAD), final signed off building permit, certificate of occupancy (collectively the “TI Documents”), and complete a walk through of the Premises with Lessor’s representatives. Lessor will fund the Lessor’s TI Contribution requested by Lessee, if any, within ten (10) days of receipt of the TI Documents. Subject to Lessor’s advance review and approval of Lessee’s TI’s, which shall not be unreasonably withheld and said plan review will be completed by Lessor within three (3) business days of receipt of the proposed plans from Lessee, and Lessee completing the Lessee’s TI’s in accordance with the terms of this Lease, Lessee’s TI’s will not need to be removed and the Premises will not need to be restored subject to the condition that existed prior foregoing and to the Lessee’s TI’s at Lease termination. Lessor grants Lessee the right to use the furniture, racks, cubicles, cafeteria equipment, voice and data cabling, telephone/voice mail system, telephone handsets and UPS in the Premises as of the date provisions of this Lease (the “FF&E”) during the Term regarding delivery of the Lease at no additional cost. Lessor possession and Lessee will jointly complete a physical inventory at a mutually agreeable time during normal business hours on or before the Commencement Date, completion by Landlord of the FF&E as of the date of the Lease which will be incorporated in Exhibit C to this Lease. Lessee acknowledges that it accepts the existing FF&E in its “as is where is” condition, and to the extent required for Lessee’s continued use of the FF&E during the Lease Term or any extension thereof, Lessee is solely responsible for all maintenance and repair of the FF&E. If Lessee determines prior to or during the Lease Term that it will not use certain FF&E (the “Discarded FF&E”), Lessee will notify Lessor in writing describing the Discarded FF&E. Lessor will have five (5) days to determine if Lessor wants to remove the Discarded FF&E. Lessor’s failure to respond within the five (5) days following the written notice from Lessee will automatically allow Lessee to remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. If Lessor decides to accept the Discarded FF&E, Lessor will have up to twenty (20) days to remove the Discarded FF&E at Lessor’s sole cost and expense at a time mutually agreed to by the parties. If Lessor fails to remove the Discarded FF&E within the 20 day period, then Lessee may remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. The Lessor’s TI Contribution may be used for any out of pocket direct expenses related to the Lessee’s TI’s in the Premises, including: signage, moving costs, third party project management, wiring and cabling and alterations as described on Exhibit B.1punch-list items.

Tenant Improvements. “TI’s”): Lessor will complete Tenant shall not make or allow to be made ------------------- any alterations, physical additions or improvements in or to the TI’s as described on Exhibit BPremises without first obtaining the written consent of Landlord, which consent, not to be unreasonably withheld, may in the sole and absolute discretion of Landlord be denied. Any alterations, physical additions or improvements to the Premises made by or installed by either party hereto shall remain upon and be surrendered with the Premises and become the property of Landlord upon the expiration or earlier termination of this Lease without credit to Tenant; provided, however, Landlord, at Lessor’s sole cost its option, may require Tenant to remove any physical improvements or additions and/or repair any alterations in order to restore the Premises to the condition existing at the time Tenant took possession, all costs of removal and/or alterations to be borne by Tenant. This clause shall not apply to moveable equipment, furniture or moveable trade fixtures owned by Tenant, which may be removed by Tenant at the end of the term of this Lease if Tenant is not then in default and expenseif such equipment and furniture are not then subject to any other rights, liens and interests of Landlord. Tenant shall have no authority or power, express or implied, to create or cause any mechanic's or materialmen's lien, charge or encumbrance of any kind against the Premises, the Property or any portion thereof. Tenant shall promptly cause any such liens that have arisen by reason of any work claimed to have been undertaken by or through Tenant to be released by payment, bonding or otherwise within thirty (30) days of the date of the Lease (the “Lessor’s TI’s”). In addition, Lessor will fund up to Four Dollars per square foot (the “Lessor’s TI Contribution”) of rentable space ($252,420) for TI’s to be completed after request by Lessee as described on Exhibit B.1 (the “Lessee’s TI’s”) All TI’s completed by Lessee shall be in a good workmanlike manner that matches at least the current quality and type of finishes installed in the Premises as of the date of the Lease. Upon “Substantial Completion” of the TI’s completed by Lessee, which is defined as the time in which the City of Santa ▇▇▇▇▇ has signed off the building permit and completed the final inspection, Lessee will deliver the following documents to Lessor: “as built” drawings (hard copy and CAD), final signed off building permit, certificate of occupancy (collectively the “TI Documents”)Landlord, and complete a walk through of the Premises with Lessor’s representatives. Lessor will fund the Lessor’s TI Contribution requested by Lessee, if any, within ten (10) days of receipt of the TI Documents. Subject to Lessor’s advance review and approval of Lessee’s TI’s, which shall not be unreasonably withheld and said plan review will be completed by Lessor within three (3) business days of receipt of the proposed plans from Lessee, and Lessee completing the Lessee’s TI’s in accordance with the terms of this Lease, Lessee’s TI’s will not need to be removed and the Premises will not need to be restored to the condition that existed prior to the Lessee’s TI’s at Lease termination. Lessor grants Lessee the right to use the furniture, racks, cubicles, cafeteria equipment, voice and data cabling, telephone/voice mail system, telephone handsets and UPS in the Premises as of the date of this Lease (the “FF&E”) during the Term of the Lease at no additional cost. Lessor and Lessee will jointly complete a physical inventory at a mutually agreeable time during normal business hours on or before the Commencement Date, of the FF&E as of the date of the Lease which will be incorporated in Exhibit C to this Lease. Lessee acknowledges that it accepts the existing FF&E in its “as is where is” condition, and to the extent required for Lessee’s continued use of the FF&E during the Lease Term or any extension thereof, Lessee is solely responsible for all maintenance and repair of the FF&E. If Lessee determines prior to or during the Lease Term that it will not use certain FF&E (the “Discarded FF&E”), Lessee will notify Lessor in writing describing the Discarded FF&E. Lessor will have five (5) days to determine if Lessor wants to remove the Discarded FF&E. Lessor’s failure to respond within the five (5) days following the written notice from Lessee will automatically allow Lessee to remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. If Lessor decides to accept the Discarded FF&E, Lessor will have up to twenty (20) days to remove the Discarded FF&E at Lessor’s sole cost and expense at a time mutually agreed to by the parties. If Lessor fails to remove the Discarded FF&E within the 20 day period, then Lessee may remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. The Lessor’s TI Contribution may be used for any indemnify Landlord against losses arising out of pocket direct expenses related to the Lessee’s TI’s in the Premisesany such claim (including, including: signagewithout limitation, moving legal fees and court costs, third party project management, wiring and cabling and alterations as described on Exhibit B.1).

Tenant Improvements. “TI’s”): Lessor will complete Landlord shall not have any obligation to perform any leasehold improvements, alterations or any other work to make the TI’s Option B Expansion Premises ready for Tenant's use or occupancy, and Tenant shall accept the Option B Expansion Premises in its "as-is" condition as described on Exhibit Bof the Option B Expansion Premises Commencement Date. All Alterations in the Option B Expansion Premises necessary for Tenant's occupancy ("Expansion Improvements") shall be constructed by Tenant, shall be consistent with first class office use and performed in accordance with the terms and provisions of the Lease including, without limitation, Section 8.3 of the Existing Lease. All Expansion Improvements shall be performed at Lessor’s Tenant's sole cost and expense, within thirty subject to the Expansion Improvement Allowance (30as defined below). Landlord shall provide Tenant with an allowance (the "Expansion Improvement Allowance") days for the Expansion Improvements in an amount not to exceed the $1,142,988.00 (being the product of (x) $8.40 times (y) the rentable square footage of the Option B Expansion Premises as set forth above times (z) five). Any amounts to design and construct the Expansion Improvements in excess of the Expansion Improvement Allowance shall be paid by Tenant. Landlord shall receive a one percent (1%) percent construction oversight fee, payable out of the Expansion Improvement Allowance, in connection with the Expansion Improvements, which fee shall be calculated based only on the so-called "hard costs" of construction for the Expansion Improvements. The Expansion Improvement Allowance shall be advanced by Landlord on the terms and conditions set forth in Section 4 of the Work Letter attached to the Existing Lease, and any amounts not requisitioned by the first anniversary of the date of upon which Rent payments commence with respect to the Lease (the “Lessor’s TI’s”). In addition, Lessor will fund up to Four Dollars per square foot (the “Lessor’s TI Contribution”) of rentable space ($252,420) for TI’s to be completed by Lessee as described on Exhibit B.1 (the “Lessee’s TI’s”) All TI’s completed by Lessee applicable Option B Expansion Premises Commencement Date shall be in a good workmanlike manner that matches at least retained by Landlord with no further obligation to advance the current quality and type of finishes installed in the Premises as of the date of the Lease. Upon “Substantial Completion” of the TI’s completed by Lessee, which is defined as the time in which the City of Santa ▇▇▇▇▇ has signed off the building permit and completed the final inspection, Lessee will deliver the following documents to Lessor: “as built” drawings (hard copy and CAD), final signed off building permit, certificate of occupancy (collectively the “TI Documents”), and complete a walk through of the Premises with Lessor’s representatives. Lessor will fund the Lessor’s TI Contribution requested by Lessee, if any, within ten (10) days of receipt of the TI Documents. Subject to Lessor’s advance review and approval of Lessee’s TI’s, which shall not be unreasonably withheld and said plan review will be completed by Lessor within three (3) business days of receipt of the proposed plans from Lessee, and Lessee completing the Lessee’s TI’s in accordance with the terms of this Lease, Lessee’s TI’s will not need to be removed and the Premises will not need to be restored to the condition that existed prior to the Lessee’s TI’s at Lease termination. Lessor grants Lessee the right to use the furniture, racks, cubicles, cafeteria equipment, voice and data cabling, telephone/voice mail system, telephone handsets and UPS in the Premises as of the date of this Lease (the “FF&E”) during the Term of the Lease at no additional cost. Lessor and Lessee will jointly complete a physical inventory at a mutually agreeable time during normal business hours on or before the Commencement Date, of the FF&E as of the date of the Lease which will be incorporated in Exhibit C to this Lease. Lessee acknowledges that it accepts the existing FF&E in its “as is where is” condition, and to the extent required for Lessee’s continued use of the FF&E during the Lease Term or any extension thereof, Lessee is solely responsible for all maintenance and repair of the FF&E. If Lessee determines prior to or during the Lease Term that it will not use certain FF&E (the “Discarded FF&E”), Lessee will notify Lessor in writing describing the Discarded FF&E. Lessor will have five (5) days to determine if Lessor wants to remove the Discarded FF&E. Lessor’s failure to respond within the five (5) days following the written notice from Lessee will automatically allow Lessee to remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. If Lessor decides to accept the Discarded FF&E, Lessor will have up to twenty (20) days to remove the Discarded FF&E at Lessor’s sole cost and expense at a time mutually agreed to by the parties. If Lessor fails to remove the Discarded FF&E within the 20 day period, then Lessee may remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. The Lessor’s TI Contribution may be used for any out of pocket direct expenses related to the Lessee’s TI’s in the Premises, including: signage, moving costs, third party project management, wiring and cabling and alterations as described on Exhibit B.1same.

Tenant Improvements. “TI’s”): Lessor will complete the TI’s Except as described on Exhibit Bspecifically set forth in this Section 5, at Lessor’s sole cost and expense, within thirty (30) days of the date of the Lease (the “Lessor’s TI’s”). In addition, Lessor will fund up to Four Dollars per square foot (the “Lessor’s TI Contribution”) of rentable space ($252,420) for TI’s to be completed by Lessee as described on Exhibit B.1 (the “Lessee’s TI’s”) All TI’s completed by Lessee shall be in a good workmanlike manner Tenant acknowledges that matches at least the current quality and type of finishes installed in the Premises as of the date of the Lease. Upon “Substantial Completion” of the TI’s completed by Lessee, which is defined as the time in which the City of Santa ▇▇▇▇▇ has signed off the building permit and completed the final inspection, Lessee will deliver the following documents to Lessor: “as built” drawings (hard copy and CAD), final signed off building permit, certificate of occupancy (collectively the “TI Documents”), and complete a walk through of the Premises with Lessor’s representatives. Lessor will fund the Lessor’s TI Contribution requested by Lessee, if any, within ten (10) days of receipt of the TI Documents. Subject to Lessor’s advance review and approval of Lessee’s TI’s, which Landlord shall not be unreasonably withheld and said plan review will be completed by Lessor within three (3) business days of receipt obligated to provide or pay any improvement work or services related to the improvement of the proposed plans from Lessee, and Lessee completing first Expansion Space or the Lessee’s TI’s in accordance with the terms of this Lease, Lessee’s TI’s will not need to be removed and the Premises will not need to be restored to Existing Premises. Tenant also acknowledges that Landlord has made no representation or warranty regarding the condition that existed prior to of the Lessee’s TI’s at Lease terminationFirst Expansion Space or the Existing Premises. Lessor grants Lessee Within sixty (60) days after the expiration of the thirty-sixth (36th) full month of the First Expansion Space Term, Tenant shall have the right to use the furnituredeliver written notice to Landlord requiring Landlord to, racks, cubicles, cafeteria equipment, voice and data cabling, telephone/voice mail system, telephone handsets and UPS in the Premises as of the date of this Lease (the “FF&E”) during the Term of the Lease at no additional cost. Lessor and Lessee will jointly complete a physical inventory at a mutually agreeable convenient time during normal business hours on or before the Commencement Dateto be agreed upon by Landlord and Tenant, of the FF&E as of the date of the Lease which will be incorporated in Exhibit C to this Lease. Lessee acknowledges that it accepts the existing FF&E in its “as is where is” condition, and to the extent required for Lessee’s continued use of the FF&E during the Lease Term or any extension thereof, Lessee is solely responsible for all maintenance and repair of the FF&E. If Lessee determines prior to or during the Lease Term that it will not use certain FF&E (the “Discarded FF&E”), Lessee will notify Lessor in writing describing the Discarded FF&E. Lessor will have five (5) days to determine if Lessor wants to remove the Discarded FF&E. Lessor’s failure to respond within the five (5) days following the written notice from Lessee will automatically allow Lessee to remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. If Lessor decides to accept the Discarded FF&E, Lessor will have up to twenty (20) days to remove the Discarded FF&E at Lessor’s Landlord's sole cost and expense at a time mutually agreed to by and using Building-standard materials only, (i) repaint all painted walls within the partiesFirst Expansion Space, and (ii) recarpet all carpeted areas within the First Expansion Space (the "First Expansion Space Work"). If Lessor Tenant fails to remove the Discarded FF&E deliver such notice within the 20 such sixty (60) day period, then Lessee may remove Landlord shall have no obligation to perform the First Expansion Space Work. If Tenant timely delivers such notice, Tenant hereby acknowledges that Landlord will be performing the First Expansion Space Work during the First Expansion Space Term, and dispose Landlord's performance of the Discarded FF&E at Lessee’s sole cost and expense. The Lessor’s TI Contribution may First Expansion Space Work shall not be used deemed a constructive eviction of Tenant, nor shall Tenant be entitled to any abatement of rent connection therewith, nor liable for any out of pocket direct expenses related injury or damage to the Lessee’s TI’s in the Premisesperson, including: signage, moving costs, third party project management, wiring and cabling and alterations as described on Exhibit B.1property or business.

Tenant Improvements. Landlord shall provide to Tenant the “TI’s”): Lessor will Additional Allowance” (as defined below) to be used by Tenant to design, plan, engineer, commence, and complete interior improvements to the TI’s as described on Exhibit B, at Lessor’s sole cost and expense, within thirty (30) days of the date of the Lease Premises (the “Lessor’s TI’sAdditional Improvements”). In addition, Lessor will fund up ) in accordance with and subject to Four Dollars per square foot the terms and conditions of Exhibit B attached to the First Amendment (the “Lessor’s TI ContributionWork Letter”); provided, however, (a) Tenant shall have no right to utilize any unused portion of the Additional Allowance applicable to the Second Expansion Space after June 3, 2022 (excluding any then-outstanding Draw Requests) , (b) the maximum Construction Administration Fee specified in Section 5(a)(iii)(ii) of rentable space the Work Letter shall be two percent ($252,4202.0%) for TI’s of the hard construction cost of the Additional Improvements, (c) all references in the Work Letter to be completed by Lessee as described on Exhibit B.1 (the “Lessee’s TI’s”) All TI’s completed by Lessee Allowance” shall be in a good workmanlike manner that matches at least mean and refer to the current quality and type of finishes installed in the Premises as portion of the date of the Lease. Upon “Substantial Completion” of the TI’s completed by Lessee, which is defined as the time in which the City of Santa ▇▇▇▇▇ has signed off the building permit and completed the final inspection, Lessee will deliver the following documents Additional Allowance applicable to Lessor: “as built” drawings (hard copy and CAD), final signed off building permit, certificate of occupancy (collectively the “TI Documents”), and complete a walk through each component of the Premises to be improved with Lessor’s representatives. Lessor will fund the Lessor’s TI Contribution requested by Lessee, if any, within ten (10) days of receipt Additional Improvements consisting of the TI Documents. Subject Current Premises and the Second Expansion Premises, (d) all references in the Work Letter to Lessor’s advance review the “Tenant Improvements” or the “Tenant Improvement Work” shall mean and approval of Lessee’s TI’srefer to the Additional Improvements, which (e) all references in the Work Letter to the Third Floor Expansion Space shall not be unreasonably withheld mean and said plan review will be completed by Lessor within three (3) business days of receipt refer severally to the Current Premises and the Second Expansion Space as applicable, and each provision of the proposed plans from LesseeWork Letter, including the corresponding portions of the Additional Allowance, shall apply separately to the Current Premises and the Second Expansion Space, and Lessee completing (f) all references in the LesseeWork Letter to the “Space Plans” shall mean and refer to new sets of preliminary space plans to be prepared by Tenant sufficient to convey the architectural design of the Additional Improvements in the Current Premises and the Second Expansion Space, respectively, and submitted, respectively, to Landlord for Landlord’s TI’s approval in accordance with the terms and conditions of this Lease, Lessee’s TI’s will not need Section 4 of the Work Letter as applied to be removed and each such portion of the Premises will not need to be restored to the condition that existed prior to the Lessee’s TI’s at Lease termination. Lessor grants Lessee the right to use the furniture, racks, cubicles, cafeteria equipment, voice and data cabling, telephone/voice mail system, telephone handsets and UPS in the Premises as of the date of this Lease (the “FF&E”) during the Term of the Lease at no additional cost. Lessor and Lessee will jointly complete a physical inventory at a mutually agreeable time during normal business hours on or before the Commencement Date, of the FF&E as of the date of the Lease which will be incorporated in Exhibit C to this Lease. Lessee acknowledges that it accepts the existing FF&E in its “as is where is” condition, and to the extent required for Lessee’s continued use of the FF&E during the Lease Term or any extension thereof, Lessee is solely responsible for all maintenance and repair of the FF&E. If Lessee determines prior to or during the Lease Term that it will not use certain FF&E (the “Discarded FF&E”), Lessee will notify Lessor in writing describing the Discarded FF&E. Lessor will have five (5) days to determine if Lessor wants to remove the Discarded FF&E. Lessor’s failure to respond within the five (5) days following the written notice from Lessee will automatically allow Lessee to remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. If Lessor decides to accept the Discarded FF&E, Lessor will have up to twenty (20) days to remove the Discarded FF&E at Lessor’s sole cost and expense at a time mutually agreed to by the parties. If Lessor fails to remove the Discarded FF&E within the 20 day period, then Lessee may remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. The Lessor’s TI Contribution may be used for any out of pocket direct expenses related to the Lessee’s TI’s in the Premises, including: signage, moving costs, third party project management, wiring and cabling and alterations as described on Exhibit B.1respectively.

Tenant Improvements. “TI’s”): Lessor will complete the TI’s as described on Exhibit B, at Lessor’s sole cost and expense, within thirty (30) days Subject to Sublessee's satisfaction of the date condition set forth in Section 8 B. and this Section 6, Sublessor agrees to fund $75,000 (the "Allowance") of the Lease (cost of the “Lessor’s TI’s”)Tenant Improvements. In additionNotwithstanding the foregoing or anything contained herein to the contrary, Lessor will Sublessor's obligation to fund up to Four Dollars per square foot (the “Lessor’s TI Contribution”) of rentable space ($252,420) for TI’s to be completed by Lessee as described on Exhibit B.1 (the “Lessee’s TI’s”) All TI’s completed by Lessee Allowance or any portion thereof shall be in a good workmanlike manner subject to the condition precedent that matches at least Sublessor receives the current quality and type of finishes installed in the Premises as of the date of the Lease. Upon “Substantial Completion” of the TI’s completed by Lessee, which is defined as the time in which the City of Santa ▇▇▇▇▇ has signed off the building permit and completed the final inspection, Lessee will deliver the following documents to Lessor: “as built” drawings (hard copy and CAD), final signed off building permit, certificate of occupancy (collectively the “TI Documents”), and complete a walk through of the Premises with Lessor’s representatives. Allowance from Master Lessor will fund the Lessor’s TI Contribution requested by Lessee, if any, within ten (10) days of receipt of the TI Documents. Subject to Lessor’s advance review and approval of Lessee’s TI’s, which shall not be unreasonably withheld and said plan review will be completed by Lessor within three (3) business days of receipt of the proposed plans from Lessee, and Lessee completing the Lessee’s TI’s in accordance with the terms Master Lease. Provided Sublessor has received such funds from Master Lessor, Sublessor agrees to reimburse Sublessee for costs incurred by Sublessee to construct the Tenant Improvements (collectively, the "Tenant Improvements") in an amount not to exceed $75,000, provided further that (a) prior to commencing construction of this Leasethe Tenant Improvements, Lessee’s TI’s will not need to be removed Sublessee has obtained Sublessor's and Master Lessor's approval of the Tenant Improvements and the Premises will plans and specifications therefor in writing; (b) if requested by Master Lessor, Sublessee has furnished Master Lessor with a lien and completion bond in form and amount reasonably satisfactory to Sublessor and Master Lessor (provided Sublessor may not need withhold its approval if Master Lessor approves); (c) Sublessee has entered into a contract with a general contractor, approved by the Master Lessor for the construction of the Tenant Improvements; (d) Sublessee's architect shall have delivered a written certificate to be restored Sublessor that the Tenant Improvements identified in the Request for Payment have been substantially completed in accordance with the approved plans and specifications; (e) Sublessor has received fully executed unconditional lien waivers as to work which was subject of prior Request for Payments and conditional lien waivers as to current work in the form prescribed by law from Sublessee's contractor, all subcontractors and suppliers furnishing labor or materials with respect to the condition that existed prior to Tenant Improvements; (f) Sublessee has constructed the Lessee’s TI’s at Lease termination. Lessor grants Lessee Tenant Improvements in accordance with the right to use the furniture, racks, cubicles, cafeteria equipment, voice and data cabling, telephone/voice mail system, telephone handsets and UPS in the Premises as requirements of the date of Master Lease and this Lease Sublease, and with all applicable laws, codes, permits, and the Americans with Disabilities Act; (the “FF&E”g) during the Term of the Lease at Sublessee has furnished its Request for Payment no additional cost. Lessor and Lessee will jointly complete a physical inventory at a mutually agreeable time during normal business hours on or before later than eleven (11) months following the Commencement Date, ; and (h) Sublessee has complied with the terms of the FF&E as of Master Lease respecting the date of the Lease which will Tenant Improvements. All work to be incorporated in Exhibit C to this Lease. Lessee acknowledges that it accepts the existing FF&E in its “as is where is” condition, and to the extent required for Lessee’s continued use of the FF&E during the Lease Term or any extension thereof, Lessee is solely responsible for all maintenance and repair of the FF&E. If Lessee determines prior to or during the Lease Term that it will not use certain FF&E (the “Discarded FF&E”), Lessee will notify Lessor in writing describing the Discarded FF&E. Lessor will have five (5) days to determine if Lessor wants to remove the Discarded FF&E. Lessor’s failure to respond within the five (5) days following the written notice from Lessee will automatically allow Lessee to remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. If Lessor decides to accept the Discarded FF&E, Lessor will have up to twenty (20) days to remove the Discarded FF&E at Lessor’s sole cost and expense at a time mutually agreed to performed by the parties. If Lessor fails to remove the Discarded FF&E within the 20 day period, then Lessee may remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. The Lessor’s TI Contribution may Sublessee pursuant hereto shall be used for any out of pocket direct expenses related to the Lessee’s TI’s in the Premises, including: signage, moving costs, third party project management, wiring and cabling and alterations as described on Exhibit B.1.performed in

Tenant Improvements. “TI’s”): Lessor will complete the TI’s as described on Exhibit B, at Lessor’s sole cost and expense, within thirty (30) days of the date of the Lease (the “Lessor’s TI’s”). In addition, Lessor will fund up Landlord agrees to Four Dollars per square foot (the “Lessor’s TI Contribution”) of rentable space ($252,420) for TI’s to be completed by Lessee as described on Exhibit B.1 (the “Lessee’s TI’s”) All TI’s completed by Lessee shall be in a good workmanlike manner that matches at least the current quality and type of finishes installed in the Premises as of the date of the Lease. Upon “Substantial Completion” of the TI’s completed by Lessee, which is defined as the time in which the City of Santa ▇▇▇▇▇ has signed off the building permit and completed the final inspection, Lessee will deliver the following documents to Lessor: “as built” drawings (hard copy and CAD), final signed off building permit, certificate of occupancy (collectively the “TI Documents”), and complete a walk through of the Premises with Lessor’s representatives. Lessor will fund the Lessor’s TI Contribution requested by Lessee, if any, within ten (10) days of receipt of the TI Documents. Subject to Lessor’s advance review and approval of Lessee’s TI’s, which shall not be unreasonably withheld and said plan review will be completed by Lessor within three (3) business days of receipt of the proposed plans from Lessee, and Lessee completing the Lessee’s TI’s make certain improvements in accordance with the terms of Tenant Work Letter attached as Exhibit C-1 attached hereto. Except as set forth in Exhibit C-1, and as specifically provided in the Tenant Work Letter (which is hereby incorporated into this Amendment), and except as otherwise expressly set forth in the Lease, LesseeTenant shall lease the Expansion Premises on an “As Is”, “Where Is” basis with all faults, without warranty of any kind, express or implied, including. without limitation, any warranty as to physical condition and Landlord shall have no obligation to improve, remodel, alter or otherwise modify the Expansion Premises prior to Tenant’s TIoccupancy. Except as expressly set forth in the Lease and this Amendment, no representations, inducements, understanding or anything of any nature whatsoever, made, stated or represented by Landlord or anyone acting for or on Landlord’s behalf either orally or in writing, have induced Tenant to enter into this Amendment, and Tenant acknowledges, represents and warrants that Tenant has entered into this Amendment under and by virtue of Tenant’s own independent investigation. If the Expansion Premises are not in all respects entirely suitable for the use or uses to which the Expansion Premises or any part thereof will not need be put, then it is the sole responsibility and obligation of Tenant to take such action as may be removed and necessary to place the Expansion Premises will not need in a condition entirely suitable for such use or uses. Landlord represents to be restored Tenant that, to the condition that existed prior best of Landlord’s knowledge, (i) the Expansion Premises is free of asbestos and other hazardous or toxic materials in violation of applicable laws and ordinances and toxic mold and (ii) the air quality of the Expansion Premises meet or exceed current legal requirements and/or professional standards. TENANT IS NOT RELYING ON ANY EXPRESS OR IMPLIED, ORAL OR WRITTEN REPRESENTATIONS OR WARRANTIES MADE BY LANDLORD, OTHER THAN THOSE EXPRESSLY SET FORTH IN THIS AMENDMENT AND THE LEASE AND TENANT HAS HAD THE OPPORTUNITY TO INSPECT THE EXPANSION PREMISES. Notwithstanding anything to the Lessee’s TI’s at Lease termination. Lessor grants Lessee the right to use the furniture, racks, cubicles, cafeteria equipment, voice and data cabling, telephone/voice mail system, telephone handsets and UPS contrary herein or in the work letter, the Expansion Premises as of the date of this Lease (the “FF&E”) during the Term of the Lease at no additional cost. Lessor and Lessee will jointly complete a physical inventory at a mutually agreeable time during normal business hours on or before the Commencement Date, of the FF&E as of the date of the Lease which will shall be incorporated in Exhibit C to this Lease. Lessee acknowledges that it accepts the existing FF&E in its delivered “as is where is” condition, including walls as they exist and utilities as currently delivered to the extent required for Lessee’s continued use of the FF&E during the Lease Term or any extension thereof, Lessee is solely Expansion Premises. Tenant shall be responsible for all maintenance and repair costs for reconfiguration of the FF&E. If Lessee determines prior to or during the Lease Term that it will not use certain FF&E (the “Discarded FF&E”), Lessee will notify Lessor in writing describing the Discarded FF&E. Lessor will have five (5) days to determine if Lessor wants to remove the Discarded FF&E. Lessor’s failure to respond within the five (5) days following the written notice from Lessee will automatically allow Lessee to remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. If Lessor decides to accept the Discarded FF&E, Lessor will have up to twenty (20) days to remove the Discarded FF&E at Lessor’s sole cost and expense at a time mutually agreed to by the parties. If Lessor fails to remove the Discarded FF&E within the 20 day period, then Lessee may remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. The Lessor’s TI Contribution may be used for any out of pocket direct expenses related to the Lessee’s TI’s in the Expansion Premises, including: signage, moving costs, third party project management, wiring and cabling and alterations as described on Exhibit B.1including any demising or re-working of utilities subject to funding through the Construction Allowance.

Tenant Improvements. “TI’s”): Lessor will complete Sublessor shall provide Sublessee with a Tenant Improvement Allowance of One Hundred Forty-Seven Thousand Two Hundred Thirty and 00/100 Dollars ($147,230.00) which shall be issued to Sublessee in the TI’s as described on Exhibit B, at Lessor’s sole cost and expense, within thirty form of a check sixty (3060) days after the Commencement Date. Any Tenant Improvement work performed by Sublessee shall be done by a licensed and reputable contractor, and in accordance with all applicable governmental codes and ordinances, and in accordance with the provisions of Paragraph 7 of the date Master Lease. Sublessee shall use its best good faith efforts to perform any Tenant Improvement work in such a fashion that it will minimize any business disruption to any neighboring building occupants. Any work requiring disconnection of the Lease (the “Lessor’s TI’s”). In additionelectrical service, Lessor will fund up to Four Dollars per square foot (the “Lessor’s TI Contribution”) of rentable space ($252,420) for TI’s to be completed by Lessee as described on Exhibit B.1 (the “Lessee’s TI’s”) All TI’s completed by Lessee water, or sewer shall be in a good workmanlike manner that matches at least the current quality performed whenever possible outside of normal business hours. Sublessee shall provide Sublessor with scale drawings of any work it intends to perform, and type of finishes installed in the Premises as of the date of the Lease. Upon “Substantial Completion” of the TImust have Sublessor’s completed by Lesseewritten approval to perform any tenant improvement work, which is defined as the time in which the City of Santa ▇▇▇▇▇ has signed off the building permit and completed the final inspection, Lessee will deliver the following documents to Lessor: “as built” drawings (hard copy and CAD), final signed off building permit, certificate of occupancy (collectively the “TI Documents”), and complete a walk through of the Premises with Lessor’s representatives. Lessor will fund the Lessor’s TI Contribution requested by Lessee, if any, within ten (10) days of receipt of the TI Documents. Subject to Lessor’s advance review and approval of Lessee’s TI’s, which shall not be unreasonably withheld withheld. Sublessor and said plan review will be completed by Lessor within three (3) business days of receipt of the proposed plans from Lessee, and Lessee completing the Lessee’s TI’s in accordance with the terms of this Lease, Lessee’s TI’s will not need to be removed and the Premises will not need to be restored to the condition that existed prior to the Lessee’s TI’s at Lease termination. Lessor grants Lessee Master Sublessor shall have the right to use post appropriate notice of non-responsibility for any work performed by Sublessee. All Tenant Improvement work shall remain upon and be surrendered with the furniturePremises and become the property of Sublessor at the termination of this Sublease without credit or compensation to Sublessee. Prior to termination of the sublease, racksand at Sublessor’s discretion and one hundred eighty (180) day advance notice, cubiclesSublessee shall: (a) be required to remove all of its unattached, cafeteria movable personal property; (b) remove any or all interior fixtures and equipment, voice and data cabling, telephone/voice mail system, telephone handsets and UPS in if so required by the Premises as Sublessor; (c) remove any or all of the date of this Lease (the “FF&E”) during the Term of the Lease Tenant Improvement work, at no additional cost. Lessor and Lessee will jointly complete a physical inventory at a mutually agreeable time during normal business hours on or before the Commencement DateSublessee’s expense, of the FF&E as of the date of the Lease which will be incorporated in Exhibit C to this Lease. Lessee acknowledges that it accepts the existing FF&E in its “as is where is” condition, and to the extent required for Lessee’s continued use of the FF&E during the Lease Term or any extension thereof, Lessee is solely responsible for all maintenance and repair of the FF&E. If Lessee determines prior to or during the Lease Term that it will not use certain FF&E (the “Discarded FF&E”), Lessee will notify Lessor in writing describing the Discarded FF&E. Lessor will have five (5) days to determine if Lessor wants to remove the Discarded FF&E. Lessor’s failure to respond within the five (5) days following the written notice from Lessee will automatically allow Lessee to remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. If Lessor decides to accept the Discarded FF&E, Lessor will have up to twenty (20) days to remove the Discarded FF&E at Lessor’s sole cost and expense at a time mutually agreed to by the parties. If Lessor fails to remove the Discarded FF&E within the 20 day period, then Lessee may remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. The Lessor’s TI Contribution may be used for stipulated by Sublessor; and cap off any out of pocket direct expenses related to the Lessee’s TI’s exposed plumbing or electrical in the Premises, including: signage, moving costs, third party project management, wiring ; and cabling and alterations as described on Exhibit B.1(d) repair any damage occasioned by the removal.

Tenant Improvements. “TI’s”): Lessor will complete the TI’s as described on Exhibit B4.01. By no later than April 14, at Lessor’s sole cost and expense, within thirty (30) days of the date of the Lease 2016 (the “Lessor’s TI’sCD Due Date”), Tenant shall prepare and deliver to Landlord a complete set of architectural and engineering construction documents (the “TI Construction Documents”) delineating and detailing all of the renovations, alterations and improvements to the Demised Premises to be performed by Landlord prior to the delivery of the Demised Premises to Tenant hereunder (the “Tenant Improvements”). In addition, Lessor will fund up The date upon which the TI Construction Drawings are actually delivered to Four Dollars per square foot (Landlord with the CD Delivery Conditions having been satisfied shall be referred to as the “LessorCD Delivery Date”. For the avoidance of doubt, the Tenant Improvements do not include the Base Building Work, nor shall it include any data wiring and cabling or any of Tenant’s furniture or equipment. Tenant shall not make any material modifications to the TI Contribution”Construction Documents after the CD Delivery Date, except that Tenant shall be permitted to provide additional or supplemental architectural and engineering construction documents related to the Supplemental HVAC Work and any associated or related changes to any Building systems to Landlord on, or before, April 28, 2016. Tenant shall be responsible for ensuring that the TI Construction Documents (i) of rentable space comply with all applicable laws, building codes and ordinances, ($252,420ii) do not require Landlord to obtain any approvals from any planning or zoning board, (iii) do not require any modifications to the Base Building Work (unless previously approved in writing by Landlord), and (iv) are in a form sufficient for TI’s Landlord to be completed by Lessee as described on Exhibit B.1 apply for and receive construction permits and, upon the issuance thereof, construct the Tenant Improvements (collectively, the “LesseeCD Delivery Conditions”). Tenant and its architect may select any materials and parts it chooses for the Tenant Improvements; provided, however, that if any materials and/or parts selected by Tenant or its architect cannot be delivered on-time for installation in accordance with the project schedule for the Tenant Improvements maintained by Landlord’s TI’s”contractor and if waiting for the delivery of such materials and/or parts will result in an aggregate delay of more than three (3) All TI’s completed by Lessee shall be in a good workmanlike manner that matches at least the current quality and type of finishes installed days in the Premises as completion of the date Tenant Improvements (including the inability to complete other work comprising part of the Lease. Upon “Substantial Completion” Tenant Improvements as a result of the TI’s completed by Lessee, which is defined as the time delay in which the City delivery of Santa ▇▇▇▇▇ has signed off the building permit and completed the final inspection, Lessee will deliver the following documents to Lessor: such materials and/or parts) (“as built” drawings (hard copy and CAD), final signed off building permit, certificate of occupancy (collectively the “TI DocumentsLong Lead-Time Items”), then Landlord may deliver written notice of same to Tenant’s construction representative, and complete a walk through of the Premises with Lessorif Tenant’s representatives. Lessor will fund the Lessor’s TI Contribution requested by Lessee, if any, within ten (10) days of receipt of the TI Documents. Subject construction representative fails to Lessor’s advance review and approval of Lessee’s TI’s, which shall designate suitable replacements that do not be unreasonably withheld and said plan review will be completed by Lessor constitute Long Lead-Time Items within three (3) business days after delivery of receipt of the proposed plans from Lesseesuch written notice, and Lessee completing the Lesseethen Landlord’s TI’s in accordance with the terms of this Lease, Lessee’s TI’s will not need to be removed and the Premises will not need to be restored to the condition that existed prior to the Lessee’s TI’s at Lease termination. Lessor grants Lessee contractor shall have the right to select replacements for such Long Lead-Time Items. If any such replacements selected by Landlord’s contractor are unacceptable to Tenant, then (a) Landlord shall cause its contractor to use the furnitureLong Lead-Time Items requested by Tenant, racks(b) the Required Delivery Date shall be postponed, cubiclesand the Rent Commencement Date shall be accelerated, cafeteria equipment, voice and data cabling, telephone/voice mail system, telephone handsets and UPS by one (1) day for each day of delay in the Premises as completion of the date Tenant Improvements resulting from the use of this Lease (the “FF&E”) during the Term of the Lease at no additional cost. Lessor and Lessee will jointly complete a physical inventory at a mutually agreeable time during normal business hours on or before the Commencement Date, of the FF&E as of the date of the Lease which will be incorporated in Exhibit C to this Lease. Lessee acknowledges that it accepts the existing FF&E in its “as is where is” conditionsuch Long Lead-Time Items, and to the extent required for Lessee’s continued use of the FF&E during the Lease Term or any extension thereof, Lessee is solely (c) Tenant shall be responsible for all maintenance the payment of any additional mobilization costs incurred as a result of using the Long Lead-Time Items required by Tenant. Landlord will (and repair of the FF&E. If Lessee determines prior will cause its contractor to) cooperate with Tenant’s construction representative to or during the Lease Term that it will not use certain FF&E (the “Discarded FF&E”), Lessee will notify Lessor in writing describing the Discarded FF&E. Lessor will have five (5) days to determine if Lessor wants to remove the Discarded FF&E. Lessor’s failure to respond within the five (5) days following the written notice from Lessee will automatically allow Lessee to remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. If Lessor decides to accept the Discarded FF&E, Lessor will have up to twenty (20) days to remove the Discarded FF&E at Lessor’s sole cost and expense at a time mutually agreed to by the parties. If Lessor fails to remove the Discarded FF&E within the 20 day period, then Lessee may remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. The Lessor’s TI Contribution may be used provide alternatives for any out of pocket direct expenses related to the LesseeLong Lead-Time Items that are compatible with Tenant’s TI’s in the Premises, including: signage, moving costs, third party project management, wiring design intent and cabling and alterations as described on Exhibit B.1budget.

Tenant Improvements. “TI’s”): Lessor will complete the TI’s as described on Exhibit B(a) Tenant, at Lessor’s Tenant's sole cost and expense, within thirty (30) days but subject to receipt of the date Tenant Improvement Allowance (defined below), shall be solely responsible for construction of all leasehold improvements in the Premises shown on the Plans and Specifications (defined below) (the "Tenant Improvements"). Tenant shall enter into a contract with a general contractor (the "General Contractor") for all Tenant Improvements. The General Contractor and all subcontractors shall (i) abide by the Landlord's rules and regulations, a copy of which is attached to this Amendment as Exhibit C; (ii) carry insurance covering Landlord as an insured party with such coverages and in such amounts as Landlord may then reasonably require and with carriers reasonably acceptable to Landlord to insure Landlord against liability for injury, death or damage for the Tenant Improvements done by the General Contractor and subcontractors; and (iii) be subject to Landlord's prior written approval, which shall not be unreasonably withheld, conditioned or delayed. Tenant shall indemnify and hold harmless Landlord from and against all liability, cost, expense and damages caused as a result of Tenant's, its General Contractor's or subcontractors' activities in constructing the Tenant Improvements, except that the foregoing indemnity shall not cover any amount arising from the negligence or willful misconduct of Landlord or its agents. In connection with construction of the Tenant Improvements, Tenant shall comply with all provisions of the Lease (the “Lessor’s TI’s”)and this Amendment. In addition, Lessor will fund up to Four Dollars per square foot (the “Lessor’s TI Contribution”) of rentable space ($252,420) for TI’s to be completed by Lessee as described on Exhibit B.1 (the “Lessee’s TI’s”) All TI’s completed by Lessee Tenant Improvements shall be performed in accordance with the Plans and Specifications, lien-free, in accordance with all laws and regulations, and in a good and workmanlike manner that matches at least manner. In no event will Tenant be liable under this Section 9(a) for any consequential, or punitive damages. (b) Prior to the current quality commencement of any Tenant Improvements, Tenant shall deliver to Landlord the preliminary plans and type of finishes installed in specifications (the Premises as "Preliminary Plans and Specifications") showing the Tenant Improvements. Within ten (10) days after receipt of the date of Preliminary Plans and Specifications, Landlord shall deliver notice to Tenant approving or rejecting the LeasePreliminary Plans and Specifications. Upon “Substantial Completion” of the TI’s completed by LesseeShould Landlord fail to deliver such notice within such ten (10) day period, which is defined as the time in which the City of Santa and such failure continues for an additional five (5) days after ▇▇▇▇▇ has signed off ▇▇’s second written request therefore, the building permit Preliminary Plans and completed Specifications shall be deemed to be accepted by Landlord. If Landlord rejects the final inspectionPreliminary Plans and Specifications, Lessee will Landlord shall deliver with such notice Landlord's requested revisions to the following documents Preliminary Plans and Specifications and an explanation as to Lessor: “as built” drawings (hard copy what was rejected and CAD), final signed off building permit, certificate of occupancy (collectively the “TI Documents”), reason. If Landlord rejects the Preliminary Plans and complete a walk through of the Premises with Lessor’s representatives. Lessor will fund the Lessor’s TI Contribution requested by Lessee, if anySpecifications, within ten (10) days of after receipt of such notice from Landlord, Tenant shall deliver to Landlord revised plans and specifications showing the TI DocumentsTenant Improvements and taking into account ▇▇▇▇▇▇▇▇'s proposed revisions. Subject to Lessor’s advance review and approval of Lessee’s TI’s, which shall not be unreasonably withheld and said plan review will be completed by Lessor within three Within ten (310) business days of after ▇▇▇▇▇▇▇▇'s receipt of the proposed such revised plans from Lesseeand specifications, Landlord shall deliver notice to Tenant approving or rejecting such plans and specifications. Should Landlord fail to deliver such notice within such ten (10) day period, and Lessee completing the Lessee’s TI’s in accordance with the terms of this Lease, Lessee’s TI’s will not need to be removed and the Premises will not need to be restored to the condition that existed prior to the Lessee’s TI’s at Lease termination. Lessor grants Lessee the right to use the furniture, racks, cubicles, cafeteria equipment, voice and data cabling, telephone/voice mail system, telephone handsets and UPS in the Premises as of the date of this Lease (the “FF&E”) during the Term of the Lease at no such failure continues for an additional cost. Lessor and Lessee will jointly complete a physical inventory at a mutually agreeable time during normal business hours on or before the Commencement Date, of the FF&E as of the date of the Lease which will be incorporated in Exhibit C to this Lease. Lessee acknowledges that it accepts the existing FF&E in its “as is where is” condition, and to the extent required for Lessee’s continued use of the FF&E during the Lease Term or any extension thereof, Lessee is solely responsible for all maintenance and repair of the FF&E. If Lessee determines prior to or during the Lease Term that it will not use certain FF&E (the “Discarded FF&E”), Lessee will notify Lessor in writing describing the Discarded FF&E. Lessor will have five (5) days after I-1932589.12 Tenant’s second written request therefore, the revised plans and specifications shall be deemed to determine be accepted by Landlord. This process shall continue until the parties mutually agree on the plans and specifications. The final, mutually agreed upon plans and specifications showing the Tenant Improvements shall be referred to as the "Plans and Specifications". Landlord shall not unreasonably withhold its consent or approval. (c) Within ten (10) days after Landlord and Tenant agree on the Plans and Specifications, Tenant shall submit the Plans and Specifications to the applicable governmental entity for approval of the Plans and Specifications, and Tenant shall thereafter diligently pursue approval by the applicable governmental entity of the Plans and Specifications. If Tenant does not obtain governmental approval of the Plans and Specifications within forty-five (45) days after Tenant submits the Plans and Specifications to the applicable governmental entity, Landlord may, but is not required to, attempt to obtain the governmental approval of the Plans and Specifications. (i) Subject to the conditions of this Section 9, Landlord shall pay to Tenant a Tenant Improvement Allowance (the “Tenant Improvement Allowance”) in an amount equal to One Million Three Hundred Forty Eight Thousand Five Hundred Ninety and 00/100 Dollars ($1,348,590.00), to be used by Tenant toward payment of the cost of the Tenant Improvements (the “Tenant’s Cost”) as set forth below. Any cost of the Tenant Improvements over and above the Tenant Improvement Allowance, if Lessor wants any, and the cost of any additional Tenant Improvements required by Tenant, if any, shall be paid by Tenant. The Tenant’s Cost shall mean all costs incurred by Tenant in connection with Tenant’s demolition, modification, design, construction and completion of the Tenant Improvements in accordance with the Plans and Specifications, properly payable to remove bona fide third party unrelated claimants, including, without limitation, architects’ and contractors’ fees, insurance and bond premiums, building permits, fees and licenses, but exclusive of any consulting fees other than to architects and contractors which are not affiliated with Tenant, and exclusive of equipment, trade and business fixtures and other personal property of ▇▇▇▇▇▇. (ii) Provided that an Event of Default by Tenant does not exist under the Discarded FF&E. LessorLease beyond any applicable notice and cure periods, then Landlord shall pay to Tenant the Tenant Improvement Allowance within thirty (30) days after the completion of all of the events listed below. Tenant may request that the Tenant Improvement Allowance be paid in installments of not less than Twenty Thousand Dollars ($20,000.00), subject to the terms and conditions of this Section 9(d). However, in no event shall Landlord be required to make more than one (1) installment payment in any thirty (30) day period. a. ▇▇▇▇▇▇ delivers to Landlord a certificate from Tenant’s architect or General Contractor stating what part of the Tenant Improvements have been substantially completed and confirming that the completed part of the Tenant Improvements has been substantially completed in accordance with the Plans and Specifications. Examples of parts that have been substantially completed could include without limitation (i) demolition work, (ii) carpeting or painting a certain area (iii) wiring, (iv) installing dry wall or (iv) plumbing; b. ▇▇▇▇▇▇ delivers to Landlord an affidavit from the General Contractor stating that all subcontractors and suppliers have been paid in full with respect to the completed part of the Tenant Improvements for which ▇▇▇▇▇▇ seeks reimbursement; c. Tenant delivers to Landlord lien waivers as required by Landlord for the General Contractor and all subcontractors whose contracts are Fifteen Thousand and 00/100 Dollars ($15,000.00) or more with respect to the completed part of the Tenant Improvements for which ▇▇▇▇▇▇ seeks reimbursement; and d. Tenant delivers to Landlord a certificate from ▇▇▇▇▇▇’s General Contractor stating the estimated cost of the remaining part of the Tenant Improvements that has not been completed and/or for which ▇▇▇▇▇▇ has not yet sought reimbursement from Landlord. (iii) If Tenant requests that the Tenant Improvement Allowance be paid in installments, then Landlord shall make the installment payments pursuant and subject to the conditions set forth in Section 9(d)(ii) above, but Landlord shall be permitted to hold up to ten percent (10%) of the Tenant Improvement Allowance as the final installment payment. Landlord shall not be required to make the final installment payment of the Tenant Improvement Allowance until all of the events listed below have been satisfied. Tenant shall be required to make all payments related to the cost of the Tenant Improvements after Landlord’s installment payments equal ninety percent (90%) of the Tenant Improvement Allowance until Landlord is required to make the final installment payment pursuant to this Section 9(d)(iii). In addition, regardless of whether or not Tenant elects to have Landlord pay the Tenant Improvement Allowance in installments, Tenant shall be responsible for all of Tenant’s Cost in excess of the Tenant Improvement Allowance. a. Substantial completion of the Tenant Improvements and Landlord’s receipt of a certificate from Tenant’s General Contractor stating that the Tenant Improvements have been substantially completed; b. ▇▇▇▇▇▇ delivers to Landlord an affidavit from the General Contractor stating that all subcontractors and suppliers have been paid in full; c. Tenant delivers to Landlord lien waivers as required by Landlord for the General Contractor and all subcontractors whose contracts are Fifteen Thousand and 00/100 Dollars ($15,000.00) or more; and d. Tenant delivers to Landlord a Certificate of Occupancy or similar certificate, to the extent being issued by the City of Chicago, evidencing acceptance of the Premises by the appropriate governmental authorities, if necessary. (e) Subject to force majeure, paragraph 9(g) below and extension of the Tenant Improvement Allowance Sunset Date (defined below) to resolve good faith disputes, any part of the Tenant Improvement Allowance for which ▇▇▇▇▇▇ has not requested reimbursement and satisfied the condition for reimbursement on or before December 31, 2024 (the “Tenant Improvement Allowance Sunset Date”) shall be deemed to be forfeited by Tenant and Landlord shall have no obligation to pay such portion of the Tenant Improvement Allowance to Tenant. (f) Should Landlord fail to timely reimburse Tenant for any part of the Tenant Improvement Allowance within thirty (30) days after Tenant’s compliance with the terms of Section 9(d)(ii) above, and such failure to respond within the continues for an additional five (5) days following after ▇▇▇▇▇▇’s I-1932589.12 second request therefore, then, provided there is not a genuine dispute as to whether ▇▇▇▇▇▇ has fulfilled the written notice requirements of Section 9(d)(ii) above, Tenant may offset such amount under the Lease against Base Annual Rent and other amounts due under the Lease and reduce its payments accordingly until fully offset. (g) To the extent any liens have been filed in connection with the work by ▇▇▇▇▇▇, Landlord may withhold from Lessee will automatically allow Lessee to remove and dispose the Tenant Improvement Allowance the amount of the Discarded FF&E at Lessee’s sole cost lien and expensepay such amount to Tenant when the lien is resolved. If Lessor decides Subject to accept the Discarded FF&Eterms and conditions of this Section 9, Lessor Landlord will have up promptly pay to twenty (20) days to remove the Discarded FF&E at Lessor’s sole cost and expense at a time mutually agreed to by the parties. If Lessor fails to remove the Discarded FF&E within the 20 day period, then Lessee may remove and dispose Tenant all amounts of the Discarded FF&E at Lessee’s sole cost and expense. The Lessor’s TI Contribution may be used Tenant Improvement Allowance except for the amount of any out of pocket direct expenses related lien with the withheld amount being paid to Tenant once the Lessee’s TI’s lien is resolved whether or not the resolution occurs after the Tenant Improvement Allowance Sunset Date provided in the Premises, including: signage, moving costs, third party project management, wiring and cabling and alterations as described on Exhibit B.1paragraph 9(e) above.