Common use of Tenant Improvements Clause in Contracts

Tenant Improvements. The tenant improvement work (“Tenant Improvements”) shall consist of the work required to complete certain improvements to the Premises pursuant to Article 1, Section 14 and this Exhibit D of the Lease based on a working floor drawing attached as Exhibit E (“Approved Drawings”). Landlord shall contract with an architect and a general contractor, which general contractor shall be chosen as the result of a competitive two bid process described below to construct the Tenant Improvements. The Tenant Improvements work shall be undertaken and prosecuted in accordance with the following requirements: A. It is understood that except as provided below, the Tenant Improvements shall only include actual improvements to the Premises approved by Landlord as provided in Article 1, Section 14 and Exhibit E, and shall exclude (but not by way of limitation) Tenant’s furniture, trade fixtures, partitions, equipment and signage improvements, if any. Further, the Tenant Improvements shall incorporate Landlord’s building standard materials and specifications (“Standards”). No deviations from the Standards may be requested by Tenant with respect to doors and frames, finish hardware, entry graphics, the ceiling system, light fixtures and switches, mechanical systems, life and safety systems, and/or window coverings. All other non-standard items (“Non-Standard Improvements”) shall be subject to the prior approval of Landlord, which may be withheld in Landlord’s reasonable discretion. Landlord shall in no event be required to approve any Non-Standard Improvement if Landlord determines that such improvements (i) is of a lesser quality than the corresponding Standard, (ii) fails to conform to applicable governmental requirements, (iii) requires building services beyond the level Landlord has agreed to provide Tenant under this Lease, or (iv) would have an adverse aesthetic impact from the exterior of the Premises. The Tenant will be responsible for the technical design and the ultimate acceptability of any clean room and related equipment. B. Landlord shall use a licensed general contractor (selected by competitive bidding by at least two licensed general contractors) and that contractor’s selected subcontractors to construct the Premises. Landlord shall enter into a “lump sum” construction contract (the “TI Contract”) with the TI Contractor for construction of the Tenant Improvements. Landlord shall cause the Tenant Improvements to be constructed in a good and workmanlike manner in accordance with Exhibit E. C. The TI Contractor and each of its subcontractors shall comply with Landlord’s requirements as generally imposed on third party contractors, including without limitation all insurance coverage requirements and the obligation to furnish appropriate certificates of insurance to Landlord, prior to commencement of construction or the Tenant Improvements work. A construction schedule shall be provided to Landlord and Tenant prior to commencement of the construction of the Tenant Improvements work, and weekly updates shall be supplied during the progress of the work. D. The Tenant Improvements work shall be prosecuted at all times in accordance with all state, federal and local laws, regulations and ordinance, including without limitation all OSHA and other safety laws, the Americans with Disabilities Act (“ADA”) and all applicable governmental permit and code requirements. E. Tenant hereby designates ▇▇▇▇ D’ippolilo, Telephone No [***]. as its representative, agent and attorney-in-fact for the purpose of receiving notices, approving submittals and issuing requests for Changes and Landlord shall be entitled to rely upon authorizations and directives of such persons as if given directly by Tenant. Tenant may amend the designation of its construction representative(s) at any time upon delivery of written notice to Landlord.

Tenant Improvements. The tenant improvement work (“Tenant Improvements”1) shall consist Subject to Section F below, as soon as reasonably practicable after selection of the work subcontractors to perform the Tenant’s Work, and Landlord’s receipt of all required permits and approvals for the Tenant’s Work (which permits and approvals shall be obtained by Landlord), and subject to complete certain improvements to the Premises pursuant to Article 1Section F below, Section 14 and this Exhibit D of the Lease based on a working floor drawing attached as Exhibit E (“Approved Drawings”). Landlord shall contract with an architect and a general contractor, which general contractor shall be chosen as cause the result of a competitive two bid process described below subcontractors to construct the Tenant Improvements. The Tenant Improvements work shall be undertaken installations and prosecuted improvements and complete the Tenant’s Work in accordance with the following requirements: A. It is understood that except as provided below, approved Final Plans. In connection with the Tenant Improvements shall only include actual improvements to performance of the Premises approved by Landlord as provided in Article 1, Section 14 and Exhibit E, and shall exclude (but not by way of limitation) Tenant’s furnitureWork, trade fixtures, partitions, equipment and signage improvements, if any. Further, the Tenant Improvements shall incorporate Landlord’s building standard materials and specifications (“Standards”). No deviations from the Standards may be requested by Tenant with respect to doors and frames, finish hardware, entry graphics, the ceiling system, light fixtures and switches, mechanical systems, life and safety systems, and/or window coverings. All other non-standard items (“Non-Standard Improvements”) shall be subject to the prior approval of Landlord, which may be withheld in Landlord’s reasonable discretion. Landlord shall in no event be required to approve any Non-Standard Improvement if Landlord determines that such improvements (i) is of a lesser quality than the corresponding Standard, (ii) fails to conform to applicable governmental requirements, (iii) requires building services beyond the level Landlord has agreed to provide Tenant under this Lease, or (iv) would have an adverse aesthetic impact from the exterior of the Premises. The Tenant will be responsible for the technical design cost of the Tenant’s Work up to $41,073.00 (representing $3.00 per rentable square foot of the Second Expansion Premises) (the “SEP Construction Credit”). The Landlord shall make (i) fifty percent (50%) of the SEP Construction Credit ($20,536.50) (the “Initial SEP Construction Credit Payment”) available for funding following Landlord’s receipt of Tenant’s payment of the Initial Additional Cost Payment (as hereafter defined), and (ii) fifty percent (50%) of the ultimate acceptability SEP Construction Credit ($20,536.50) available for funding within thirty (30) days after the Tenant’s Work is Substantially Completed; provided that Landlord shall not be required to fund any of the SEP Construction Credit while an Event of Default exists. The cost of the Tenant’s Work in excess of the SEP Construction Credit, including any clean room costs to be paid pursuant to Section 2(b) below, shall be referred to as an “Additional Cost” and related equipmentpaid by Tenant in accordance with Section (2)(c) below. B. (a) Landlord shall use be paid a licensed general contractor construction management fee in the amount of five percent (selected 5%) of the gross amount of all of the Contracts, plus an additional five percent (5%) of such amount for overhead. In no event shall Landlord be paid a construction management fee on soft costs for the Tenant’s Work or on any costs for any Tenant Installations (as defined below). (b) Any changes requested by competitive bidding Tenant from the work indicated on the Final Plans shall be performed by at least two licensed general contractors) Landlord pursuant to a change order approved and that contractor’s selected subcontractors executed by Landlord and Tenant. All changes to construct the PremisesFinal Plans requested by Tenant, or required based on field conditions must be approved by Landlord in advance, which approval shall not be unreasonably withheld, delayed or conditioned. Landlord shall enter into a “lump sum” construction contract respond to changes to the Final Plans within ten (10) Business Days. All increases in the cost of the Tenant’s Work resulting from such change orders shall be borne by Tenant, subject to payment as part of the SEP Construction Credit. (c) Tenant shall pay to Landlord (i) fifty percent (50%) of the total of any Additional Cost to be incurred by Landlord in connection with the Tenant’s Work within ten (10) days after Tenant approves the Approved Budget (the “TI ContractInitial Additional Cost Payment”), or any change order pursuant to subsection (b) above, as applicable, and (ii) following the Landlord’s payment of the full amount of the Initial Additional Cost Payment and the Initial SEP Construction Credit Payment to the subcontractors during the performance of the Tenant’s Work, Tenant shall pay to Landlord the total amount of each Payment Request (as hereafter defined) within thirty (30) days after the Landlord’s giving of such Payment Request to Tenant, which process shall continue until the Tenant’s Work is completed. From time to time during the performance of Tenant’s Work (following the Landlord’s payment of the full amount of the Initial Additional Cost Payment and the Initial SEP Construction Credit Payment to the subcontractors during the performance of the Tenant’s Work), but not more frequently than once per month, the Landlord shall submit a written request for payment (a “Payment Request”) with to Tenant that contains the TI Contractor following documentation: (1) an Application for construction Payment (AIA documents G702 and G703) from Advance Realty Management, Inc (“Advance Realty”) or another affiliate of Advance Realty identifying percentage of completion by trade; (2) a statement signed by Advance Realty or another affiliate of Advance Realty briefly describing the Tenant Improvements. Landlord shall cause the Tenant Improvements to be constructed in a good and workmanlike manner portions of Tenant’s Work that have been completed in accordance with Exhibit E. C. The TI Contractor the Final Plans, (3) a copy of all invoices relating to that portion of Tenant’s Work described in the Application for Payment and each of its subcontractors shall comply with Landlord’s requirements as generally imposed on third party all other invoices for any Additional Cost for which Landlord is requesting payment, and (4) partial lien waivers from all contractors, including without limitation all insurance coverage requirements subcontractors, suppliers and the obligation to furnish appropriate certificates of insurance to Landlordmaterialmen who performed work, prior to commencement of construction furnished services or the Tenant Improvements work. A construction schedule shall be provided to Landlord and Tenant prior to commencement material in connection with such portion of the construction Tenant’s Work identified in the Application for Payment (collectively, the “Required Documents”). Upon Substantial Completion of the Tenant’s Work, the Landlord shall submit a final Payment Request to Tenant Improvements together with the Required Documents (including final lien waivers from all contractors, subcontractors, suppliers and materialmen who performed work, furnished services or provided material in connection with the Tenant’s Work) and weekly updates shall be supplied during the progress a copy of the workcertificate permitting Tenant to occupy the Second Expansion Premises from the applicable local governing authority, if required by Law in connection with the Substantial Completion of the Tenant’s Work. Notwithstanding anything to the contrary contained in this Section C (2)(c), Tenant shall receive a credit equal to fifty percent (50%) of the SEP Construction Credit ($20,536.50) in the Final Payment Request. D. (3) The Tenant Improvements work shall be prosecuted at all times in accordance with all stateDemising Work and, federal and local laws, regulations and ordinance, including without limitation all OSHA and other safety lawssubject to Section F below, the Americans with Disabilities Act (“ADA”) and Tenant’s Work constitute all applicable governmental permit and code requirements. E. Tenant hereby designates ▇▇▇▇ D’ippolilo, Telephone No [***]. as its representative, agent and attorney-in-fact of the improvements to be Substantially Completed by Landlord in order to prepare the Second Expansion Premises for the purpose of receiving notices, approving submittals and issuing requests for Changes and Landlord shall be entitled to rely upon authorizations and directives of such persons as if given directly occupancy by Tenant. Tenant may amend the designation of its construction representative(s) at any time upon delivery of written notice to Landlord.

Tenant Improvements. The tenant improvement work (“Tenant Improvements”) Prior to the Lease Commencement Date, Landlord shall consist of make the work required to complete certain improvements to the Premises pursuant described in the Plans and Specifications to Article 1be developed under the heading "Tenant Improvements" ("Tenant Improvements") in the Work Letter attached as Schedule C, Section 14 in accordance with the then-current Baltimore City building, health, fire, and this Exhibit D other codes, rules and ordinances applicable to office buildings in downtown Baltimore City regardless of the Lease based on a working floor drawing attached as Exhibit E (“Approved Drawings”)applicability of such codes generally to real property owned by the State of Maryland or its agencies or instrumentalities. Landlord shall contract bear the cost of the Tenant Improvements in an amount not to exceed Eighty-five Thousand Dollars ($85,000.00). Any cost in Tenant Improvements in excess of $85,000 shall be the sole responsibility of Tenant. Landlord and Tenant have agreed that Landlord shall finance the Tenant Improvements ("Tenant Improvement Financing") in an amount not to exceed Eighty- five Thousand Dollars ($85,000.00) at an interest rate of seven percent (7%) per annum in accordance with the schedule for repayment attached hereto as Schedule D. The Tenant Improvement Financing shall be secured by a letter of credit, in an architect and a general contractoramount equal to the unamortized portion of the Tenant Improvement Financing, which general contractor letter of credit shall be chosen as obtained by Tenant from a lender and on terms satisfactory to Landlord. The Tenant Improvement Financing shall be prepaid upon the result occurrence of a competitive two bid an Event of Default under this Lease or in the event this Lease is terminated and Landlord has not otherwise been paid the full outstanding amount of the Tenant Improvement Financing from insurance proceeds or taking awards. Landlord and Tenant acknowledge the desirability of limiting the costs of the Tenant Improvements to $85,000 (the "Budget"), thereby limiting Tenant's exposure for excess costs. Landlord and Tenant shall use all reasonable efforts to cause the architect designing the Tenant Improvements to produce Plans and Specifications describing Tenant Improvements which can be constructed within the Budget. Landlord shall keep Tenant informed during the process described below to construct of soliciting and reviewing bids from contractors for performing the Tenant Improvements. The In the event the contractor submitting the best bid acceptable to both Landlord and Tenant estimates the total cost of constructing the Tenant Improvements work shall be undertaken and prosecuted in accordance with the following requirements: A. It is understood that except as provided belowPlans and Specifications to exceed the Budget, the Tenant Improvements shall only include actual improvements to the Premises approved by Landlord as provided in Article 1, Section 14 and Exhibit E, and shall exclude (but not by way of limitation) Tenant’s furniture, trade fixtures, partitions, equipment and signage improvements, if any. Further, the Tenant Improvements shall incorporate Landlord’s building standard materials and specifications (“Standards”). No deviations from the Standards may be requested by Tenant with respect to doors and frames, finish hardware, entry graphics, the ceiling system, light fixtures and switches, mechanical systems, life and safety systems, and/or window coverings. All other non-standard items (“Non-Standard Improvements”) shall be subject to the prior approval of Landlord, which may be withheld in Landlord’s reasonable discretion. Landlord shall in no event be required to approve any Non-Standard Improvement if Landlord determines that such improvements (i) is of a lesser quality than the corresponding Standard, (ii) fails to conform to applicable governmental requirements, (iii) requires building services beyond the level Landlord has agreed to provide Tenant under this Lease, or (iv) would have an adverse aesthetic impact from the exterior of the Premises. The Tenant will be responsible for the technical design and the ultimate acceptability of any clean room and related equipment. B. Landlord shall use a licensed general contractor (selected by competitive bidding by at least two licensed general contractors) and that contractor’s selected subcontractors to construct the Premises. Landlord shall enter into a “lump sum” construction contract (the “TI Contract”) with the TI Contractor for construction of the Tenant Improvements. Landlord shall cause the Tenant Improvements to be constructed in a good and workmanlike manner in accordance with Exhibit E. C. The TI Contractor and each of its subcontractors shall comply with Landlord’s requirements as generally imposed on third party contractors, including without limitation all insurance coverage requirements and the obligation to furnish appropriate certificates of insurance to Landlord, prior to commencement of construction or the Tenant Improvements work. A construction schedule shall be provided to Landlord and Tenant prior shall cooperate in good faith to commencement reduce the total cost to Budget through value engineering. Tenant covenants and agrees to promptly pay to Landlord upon receipt of invoice any excess of the construction cost of Tenant Improvements over the Budget. If the cost of the Tenant Improvements workis less than the Budget, and weekly updates the Tenant Improvement Financing shall be supplied during the progress of the workappropriately adjusted. D. The Tenant Improvements work shall be prosecuted at all times in accordance with all state, federal and local laws, regulations and ordinance, including without limitation all OSHA and other safety laws, the Americans with Disabilities Act (“ADA”) and all applicable governmental permit and code requirements. E. Tenant hereby designates ▇▇▇▇ D’ippolilo, Telephone No [***]. as its representative, agent and attorney-in-fact for the purpose of receiving notices, approving submittals and issuing requests for Changes and Landlord shall be entitled to rely upon authorizations and directives of such persons as if given directly by Tenant. Tenant may amend the designation of its construction representative(s) at any time upon delivery of written notice to Landlord.

Tenant Improvements. The tenant improvement work Landlord agrees to provide a Tenant Improvement Allowance of $360,000 for the plans, permits and construction of approximately 9,000 square feet of Tenant improvements (“Tenant "Improvements”) shall consist of the work required to complete certain improvements to the Premises pursuant to Article 1, Section 14 and this Exhibit D of the Lease based on a working floor drawing attached as Exhibit E (“Approved Drawings”"). Landlord shall contract with an architect and a general contractor, which general contractor shall be chosen as the result of a competitive two bid process described below to construct the Tenant Improvements. The final plan for these Tenant Improvements work shall must be undertaken and prosecuted in accordance with the following requirements: A. It is understood that except as provided below, the Tenant Improvements shall only include actual improvements to the Premises approved by Landlord as provided in Article 1, Section 14 and Exhibit E, and (which approval shall exclude (but not by way be unreasonably withheld or delayed). Upon final approval of limitation) Tenant’s furniture, trade fixtures, partitions, equipment and signage improvements, if any. Further, the Tenant Improvements shall incorporate Landlord’s building standard materials such plans and specifications (“Standards”). No deviations from the Standards may be requested by Tenant with respect to doors and frames, finish hardware, entry graphics, the ceiling system, light fixtures and switches, mechanical systems, life and safety systems, and/or window coverings. All other non-standard items (“Non-Standard Improvements”) shall be subject to the prior approval of Landlord, which may be withheld in Landlord’s reasonable discretion. Landlord shall in no event be required to approve any Non-Standard Improvement if Landlord determines that such improvements (i) is of a lesser quality than the corresponding Standard, (ii) fails to conform to applicable governmental requirements, (iii) requires building services beyond the level Landlord has agreed to provide Tenant under this Lease, or (iv) would have an adverse aesthetic impact from the exterior of the Premises. The Tenant will be responsible for the technical design Improvements by Landlord and the ultimate acceptability of any clean room and related equipment. B. Landlord shall use a licensed general contractor (selected by competitive bidding by at least two licensed general contractors) and that contractor’s selected subcontractors to construct the Premises. Landlord shall enter into a “lump sum” construction contract (the “TI Contract”) with the TI Contractor for construction of the Tenant Improvements. Tenant, Landlord shall cause the Tenant Improvements same to be constructed in a good and workmanlike manner in accordance with Exhibit E. C. The TI Contractor such agreed-to plans and each specifications and all applicable laws. Tenant shall have the right to approve the final cost of its subcontractors constructing the Improvements, and if Tenant fails to approve same the parties shall comply mutually agree to engage in value engineering and otherwise cooperate with Landlord’s requirements as generally imposed on third party contractors, including without limitation all insurance coverage requirements and one another so that the obligation final cost of constructing the Improvements is acceptable to furnish appropriate certificates Tenant. Tenant shall not be liable for the payment of insurance to Landlord, prior to commencement any such costs of construction or the Tenant Improvements workthat it does not approve in writing. A construction schedule shall be provided to Landlord and Tenant prior to commencement Upon completion of the construction of the Improvements, Landlord shall assign to Tenant Improvements workon a non-exclusive basis (it being agreed that Landlord shall retain the right to itself pursue all such warranties) all contractors', subcontractors' and weekly updates manufacturers' warranties in connection with the construction of the Improvements. If the cost of constructing the Improvements: (i) exceeds $360,000, Landlord shall pay the excess cost ("Excess") and in such event the monthly Base Rent shall be supplied during increased by the progress monthly amount needed to fully amortize the Excess over the Lease Term (at an interest rate of 10% per annum) in equal monthly installments (each such installment to include both principal and interest); or (ii) is less than $360,000, the work. D. The Tenant Improvements work difference shall be prosecuted at all times credited to Base Rent due hereunder over the initial Term of this Lease in accordance with all stateequal monthly amounts; provided, federal and local lawshowever, regulations and ordinance, including without limitation all OSHA and other safety laws, in no event shall such credit reduce Base Rent to an amount less than $0.27 per square foot of area in the Americans with Disabilities Act (“ADA”) and all applicable governmental permit and code requirements. E. Tenant hereby designates ▇▇▇▇ D’ippolilo, Telephone No [***]Premises per month. as its representative, agent and attorney-in-fact for the purpose of receiving notices, approving submittals and issuing requests for Changes and Landlord shall not be entitled to rely upon authorizations charge a construction management fee, but it is acknowledged that its general contractor will charge a contractor's fee in an amount approved by Landlord and directives of such persons as if given directly by Tenant. Tenant may amend the designation of its construction representative(s) at any time upon delivery of written notice to Landlord.

Tenant Improvements. The tenant improvement work 4.01. By no later than April 14, 2016 (the “CD 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”) ). The date upon which the TI Construction Drawings are actually delivered to Landlord with the CD Delivery Conditions having been satisfied shall consist be referred to as the “CD Delivery Date”. For the avoidance of doubt, the work required to complete certain improvements 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 Premises pursuant TI Construction Documents after the CD Delivery Date, except that Tenant shall be permitted to Article 1provide 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, Section 14 or before, April 28, 2016. Tenant shall be responsible for ensuring that the TI Construction Documents (i) comply with all applicable laws, building codes and this Exhibit D of ordinances, (ii) do not require Landlord to obtain any approvals from any planning or zoning board, (iii) do not require any modifications to the Lease based on Base Building Work (unless previously approved in writing by Landlord), and (iv) are in a working floor drawing attached as Exhibit E form sufficient for Landlord to apply for and receive construction permits and, upon the issuance thereof, construct the Tenant Improvements (collectively, the “Approved DrawingsCD Delivery Conditions”). Landlord shall contract with an Tenant and its architect may select any materials and a general contractor, which general contractor shall be chosen as the result of a competitive two bid process described below to construct parts it chooses for the Tenant Improvements. The ; provided, however, that if any materials and/or parts selected by Tenant Improvements work shall or its architect cannot be undertaken and prosecuted delivered on-time for installation in accordance with the following requirements: A. It is understood that except as provided below, project schedule for the Tenant Improvements shall only include actual improvements to maintained by Landlord’s contractor and if waiting for the Premises approved by Landlord as provided delivery of such materials and/or parts will result in Article 1, Section 14 and Exhibit E, and shall exclude an aggregate delay of more than three (but not by way 3) days in the completion of limitation) Tenant’s furniture, trade fixtures, partitions, equipment and signage improvements, if any. Further, the Tenant Improvements shall incorporate (including the inability to complete other work comprising part of the Tenant Improvements as a result of the delay in delivery of such materials and/or parts) (“Long Lead-Time Items”), then Landlord may deliver written notice of same to Tenant’s construction representative, and if Tenant’s construction representative fails to designate suitable replacements that do not constitute Long Lead-Time Items within three (3) business days after delivery of such written notice, then Landlord’s building standard materials 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 Long Lead-Time Items requested by Tenant, (b) the Required Delivery Date shall be postponed, and specifications the Rent Commencement Date shall be accelerated, by one (“Standards”). No deviations 1) day for each day of delay in the completion of the Tenant Improvements resulting from the Standards may be requested by use of such Long Lead-Time Items, and (c) Tenant with respect to doors and frames, finish hardware, entry graphics, the ceiling system, light fixtures and switches, mechanical systems, life and safety systems, and/or window coverings. All other non-standard items (“Non-Standard Improvements”) shall be subject to the prior approval of Landlord, which may be withheld in Landlord’s reasonable discretion. Landlord shall in no event be required to approve any Non-Standard Improvement if Landlord determines that such improvements (i) is of a lesser quality than the corresponding Standard, (ii) fails to conform to applicable governmental requirements, (iii) requires building services beyond the level Landlord has agreed to provide Tenant under this Lease, or (iv) would have an adverse aesthetic impact from the exterior of the Premises. The Tenant will be responsible for the technical design and the ultimate acceptability payment of any clean room and related equipment. B. Landlord shall use additional mobilization costs incurred as a licensed general contractor (selected by competitive bidding by at least two licensed general contractors) and that contractor’s selected subcontractors to construct result of using the Premises. Landlord shall enter into a “lump sum” construction contract (the “TI Contract”) with the TI Contractor for construction of the Tenant Improvements. Landlord shall cause the Tenant Improvements to be constructed in a good and workmanlike manner in accordance with Exhibit E. C. The TI Contractor and each of its subcontractors shall comply with Landlord’s requirements as generally imposed on third party contractors, including without limitation all insurance coverage requirements and the obligation to furnish appropriate certificates of insurance to Landlord, prior to commencement of construction or the Tenant Improvements work. A construction schedule shall be provided to Landlord and Tenant prior to commencement of the construction of the Tenant Improvements work, and weekly updates shall be supplied during the progress of the work. D. The Tenant Improvements work shall be prosecuted at all times in accordance with all state, federal and local laws, regulations and ordinance, including without limitation all OSHA and other safety laws, the Americans with Disabilities Act (“ADA”) and all applicable governmental permit and code requirements. E. Tenant hereby designates ▇▇▇▇ D’ippolilo, Telephone No [***]. as its representative, agent and attorneyLong Lead-in-fact for the purpose of receiving notices, approving submittals and issuing requests for Changes and Landlord shall be entitled to rely upon authorizations and directives of such persons as if given directly Time Items required by Tenant. Tenant may amend the designation of Landlord will (and will cause its contractor to) cooperate with Tenant’s construction representative(s) at representative to provide alternatives for any time upon delivery of written notice to LandlordLong Lead-Time Items that are compatible with Tenant’s design intent and budget.

Tenant Improvements. The tenant improvement work a. On or before the Possession Date, Landlord shall, at Landlord's sole cost and expense, complete the items set forth on Schedule 1-A attached hereto (“"Landlord's Work"). With respect to item 5 on Schedule 1-A, Tenant Improvements”) shall consist be responsible for coordinating the installation of the work required to complete certain improvements to the Premises pursuant to Article 1, Section 14 and this Exhibit D of the Lease based on a working floor drawing attached as Exhibit E (“Approved Drawings”)fiber with Verizon. Landlord shall contract reimburse Tenant for the cost charged by Verizon in connection with such installation, such reimbursement to be made within thirty (30) days of receipt of an architect and invoice from Verizon detailing the work done. Landlord shall use commercially reasonable efforts to substantially complete Landlord's Work on or before the date set forth in Section 1.7 ("Landlord's Work Completion Date"). If Landlord fails to deliver the Premises to Tenant with Landlord's Work substantially completed on or before Landlord's Work Completion Date, then, provided Tenant has obtained a general contractorbuilding permit to begin construction of the Improvements, which general contractor Tenant shall be chosen entitled to one (1) day of Base Rent abatement (from and after December 31, 2004) for each day after Landlord's Work Completion Date, until such time as Landlord delivers the result of a competitive two bid process described below Premises to Tenant with Landlord's Work substantially completed. b. Tenant shall construct improvements ("Improvements") for the Tenant Improvements. The Tenant Improvements work shall be undertaken and prosecuted Premises in accordance with the following requirements: A. It is understood that except Work Letter Agreement attached hereto as provided belowSchedule 1-B (the "Work Letter Agreement"). In connection thereto, the Landlord hereby grants to Tenant Improvements shall only include actual improvements to an "Improvement Allowance" of Fifty-Two and 75/100 Dollars ($52.75) per square foot of space in the Premises approved (i.e., 84,122 square feet multiplied by Landlord $52.75 = $4,437,435.50) (the "Improvement Allowance"), which Improvement Allowance shall be used only for the items specified in the Cost Breakdown, as provided that term is defined in Article 1, Section 14 and Exhibit E, and shall exclude (but not the Work Letter Agreement. c. VRS/TA Associates LLC by way its signature to this Lease hereby agrees to guaranty payment of limitation) Tenant’s furniture, trade fixtures, partitions, equipment and signage improvementsthe Improvement Allowance when, if any. Furtherand as it becomes due in accordance with the terms of the Lease, including the Tenant Improvements shall incorporate Landlord’s building standard materials and specifications (“Standards”). No deviations from Work Letter Agreement. d. The Improvement Allowance is for the Standards may be requested by Tenant with respect to doors and frames, finish hardware, entry graphics, the ceiling system, light fixtures and switches, mechanical systems, life and safety systems, and/or window coverings. All other non-standard items (“Non-Standard Improvements”) shall be subject to the prior approval construction on behalf of Landlord, which may be withheld in Landlord’s reasonable discretion. Landlord shall in no event be required to approve any Non-Standard Improvement if Landlord determines that such improvements (i) is of a lesser quality than the corresponding Standard, (ii) fails to conform to applicable governmental requirements, (iii) requires building services beyond the level Landlord has agreed to provide Tenant under this Lease, or (iv) would have an adverse aesthetic impact from the exterior of the Premises. The Tenant will be responsible for the technical design and the ultimate acceptability of any clean room and related equipment. B. Landlord shall use a licensed general contractor (selected by competitive bidding by at least two licensed general contractors) and that contractor’s selected subcontractors to construct the Premises. Landlord shall enter into a “lump sum” construction contract (the “TI Contract”) with the TI Contractor for construction of the Tenant Improvements. Landlord shall cause the Tenant , which Improvements to be constructed in a good and workmanlike manner in accordance with Exhibit E. C. The TI Contractor and each of its subcontractors shall comply with Landlord’s requirements as generally imposed on third party contractors, including without limitation all insurance coverage requirements and the obligation to furnish appropriate certificates of insurance to Landlord, prior to commencement of construction or the Tenant Improvements work. A construction schedule shall be provided to Landlord and Tenant prior to commencement of the construction of the Tenant Improvements work, and weekly updates shall be supplied during the progress of the work. D. The Tenant Improvements work shall be prosecuted at all times in accordance with all state, federal and local laws, regulations and ordinance, including without limitation all OSHA and other safety laws, the Americans with Disabilities Act (“ADA”) and all applicable governmental permit and code requirements. E. Tenant hereby designates ▇▇▇▇ D’ippolilo, Telephone No [***]. as its representative, agent and attorney-in-fact are being made for the purpose of receiving noticesconstructing/improving the Premises for use in Tenant's business. Except as specifically provided in this Paragraph, approving submittals upon completion, the Improvements, together with any replacements thereof, shall become the property of Landlord subject to use of same by Tenant during the Term of this Lease, in accordance with the terms and issuing requests for Changes and conditions of this Lease. Except as specifically provided in this Paragraph, Landlord alone shall be entitled to rely upon authorizations depreciate the Improvements as an asset for tax purposes, and directives Tenant shall not recognize income with respect to the Improvement Allowance. Tenant shall be responsible for, and agrees to pay, all costs of the Improvements in excess of the Improvement Allowance. The improvements represented by such persons as if given directly excess costs paid by Tenant. , together with any replacements thereof, shall be and remain the property of Tenant may amend throughout the designation Term; and Tenant alone shall be entitled to the benefits of its construction representative(s) at any time upon delivery ownership thereof, including without limitation, depreciation of written notice to Landlordsame as an asset for tax purposes.

Tenant Improvements. The tenant improvement work (“parties acknowledge and agree that Tenant has elected to engage its own Contractor(s) and arrange for construction and installation of Tenant Improvements on Tenant's behalf. "Tenant Improvements”) " shall consist mean all interior walls, partitions, doors, wall coverings, lighting fixtures, electrical fixtures, outlets and switches, outlets, dropped ceilings, floor and window coverings, plumbing fixtures and any and all other items that Tenant desires to have installed in the interior of the work required Leased Premises (including, without limitation, all consultant fees and other soft costs associated with design and delivery of such improvements). In addition, Tenant shall upgrade the existing electrical transformer servicing the Leased Premises from 300 KVA to complete certain improvements 500 KVA, or install a new transformer. Tenant shall provide not less than seven (7) days advance written notice of its intent to install such transformer to Landlord, and to existing tenants located at 5435 Airport Boulevard and 5445 Air▇▇▇▇ ▇▇▇▇▇▇▇▇▇. ▇▇▇▇▇▇ ackn▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇trical service to such other tenants shares the use of existing transformer. Tenant shall therefore take such action as is necessary during the course of installing the new transformer to provide uninterrupted utility service to such other tenants, including, if necessary, providing an auxiliary source of electrical power. Landlord will provide Tenant a Rent Credit up to $8,000.00 for transformer upgrade, or installation of a new transformer. This Rent Credit will be applied after transformer upgrade or new install is completed and Tenant provides Landlord paid invoice(s) and Lien Waivers for such. Any costs above the $8,000.00 will be at Tenants sole cost and expense. Tenant agrees that all contracts with respect to the completion of Tenant Improvements will include provisions whereby the Contractor, for itself and its subcontractors, and the subcontractors of each of them, and for all parties acting through or under each of them will (i) covenant and agree that no mechanic's liens will be filed by it or any of them against the Leased Premises pursuant to Article 1, Section 14 or the Building for or on account of any work done or material furnished by said Contractor or subcontractors and this Exhibit D all parties acting through or under any of the Lease based on a working floor drawing attached as Exhibit E (“Approved Drawings”). Landlord shall contract them in connection with an architect and a general contractor, which general contractor shall be chosen as the result of a competitive two bid process described below to construct the Tenant Improvements. The Tenant Improvements work shall be undertaken and prosecuted in accordance with the following requirements: A. It is understood that except as provided below, the Tenant Improvements shall only include actual improvements to the Premises approved by Landlord as provided in Article 1, Section 14 and Exhibit E, and shall exclude (but not by way of limitation) Tenant’s furniture, trade fixtures, partitions, equipment and signage improvements, if any. Further, the Tenant Improvements shall incorporate Landlord’s building standard materials and specifications (“Standards”). No deviations from the Standards may be requested by Tenant with respect to doors and frames, finish hardware, entry graphics, the ceiling system, light fixtures and switches, mechanical systems, life and safety systems, and/or window coverings. All other non-standard items (“Non-Standard Improvements”) shall be subject to the prior approval of Landlord, which may be withheld in Landlord’s reasonable discretion. Landlord shall in no event be required to approve any Non-Standard Improvement if Landlord determines that such improvements (i) is of a lesser quality than the corresponding Standard, (ii) fails specifically waive and relinquish the right to conform have, file and maintain any mechanic's liens or claim against the Leased Premises or the Building (provided that such parties need not waive the right to applicable governmental requirements, (iii) requires building services beyond the level Landlord has agreed to provide Tenant under this Lease, or (iv) would have an adverse aesthetic impact from the exterior of the Premises. The Tenant will be responsible for the technical design and the ultimate acceptability of any clean room and related equipment. B. Landlord shall use a licensed general contractor (selected by competitive bidding by at least two licensed general contractors) and that contractor’s selected subcontractors to construct the Premises. Landlord shall enter into a “lump sum” construction contract (the “TI Contract”) with the TI Contractor for construction of the Tenant Improvements. Landlord shall cause lien the Tenant Improvements to the extent that same can be constructed severed from the Leased Premises without harm or damage to the Leased Premises). Any such contract shall also provide that all subcontracts with subcontractors and materialmen must contain waiver of lien provisions similar to those required to be contained in any contract to be executed by Tenant with a Contractor. Said contract shall also contain language to the effect that said waiver clause is for the benefit of the Landlord. Any contract pertaining to Tenant Improvements which does not contain the provisions set forth above, shall be deemed void and of no force and effect. Notice is furthermore hereby given that Landlord shall not be liable for any labor or materials furnished or to be furnished to the Tenant with regard to Tenant Improvements, and that no mechanic's or other lien for any such labor or materials shall attach to or affect the reversion or any other estate or interest of the Landlord in and to the Leased Premises. Subject only to paragraph 2, above, any and all Tenant Improvement shall be the responsibility and at the cost of Tenant. Tenant agrees to pay or cause to be paid promptly all bills and charges for any material, labor or otherwise in connection with or arising out of any Tenant Improvements, and Tenant agrees to hold Landlord free and harmless against all liens and claims of liens for labor and materials, or either of them, filed against the Leased Premises, or any part thereof, and against any expense or liability in connection therewith. Tenant shall, however, have the right to contest any mechanic's liens or claims of such liens filed against the Leased Premises, provided Tenant shall diligently prosecute any such contest and at all times effectively stay or prevent any sale of the Leased Premises under execution or otherwise and pay or otherwise satisfy any final judgment judging or enforcing such contested lien and thereafter procure record of satisfaction or release thereof. Landlord shall also retain the right, but shall not have an obligation, to post the Leased Premises or take such other action as is then permitted by law to protect Landlord and the Leased Premises against mechanic's liens. Tenant shall be responsible for obtaining any and all necessary permits or licenses required in connection with the Tenant Improvements and shall complete all Tenant Improvements with reasonable diligence and in a good and workmanlike manner in accordance with Exhibit E. C. The TI Contractor and each of its subcontractors shall comply with Landlord’s requirements as generally imposed on third party contractors, including without limitation all insurance coverage requirements and the obligation to furnish appropriate certificates of insurance to Landlord, prior to commencement of construction or the Tenant Improvements work. A construction schedule shall be provided to Landlord and Tenant prior to commencement of the construction of the Tenant Improvements work, and weekly updates shall be supplied during the progress of the workmanner. D. The Tenant Improvements work shall be prosecuted at all times in accordance with all state, federal and local laws, regulations and ordinance, including without limitation all OSHA and other safety laws, the Americans with Disabilities Act (“ADA”) and all applicable governmental permit and code requirements. E. Tenant hereby designates ▇▇▇▇ D’ippolilo, Telephone No [***]. as its representative, agent and attorney-in-fact for the purpose of receiving notices, approving submittals and issuing requests for Changes and Landlord shall be entitled to rely upon authorizations and directives of such persons as if given directly by Tenant. Tenant may amend the designation of its construction representative(s) at any time upon delivery of written notice to Landlord.

Tenant Improvements. The Landlord shall provide Tenant a tenant improvement work allowance up to and not to exceed $108,094.00 (“Tenant Improvements”) the "TI Allowance"). The TI Allowance shall consist be used to pay for all costs and expenses incurred in connection with remodeling the Expansion Area, including, without limitation, all costs for heating, ventilation and air conditioning modifications made to the existing condition as of the work required to complete certain improvements to the Premises pursuant to Article 1, Section 14 and this Exhibit D signature date of the Lease based on a working floor drawing attached as Exhibit E (“Approved Drawings”). Landlord shall contract with an architect and a general contractorSecond Amendment to Lease, which general contractor shall be chosen as the result of a competitive two bid process described below to construct the Tenant Improvements. The Tenant Improvements work shall be undertaken and prosecuted in accordance with the following requirements: A. It is understood that except as provided belowelectrical distribution, the Tenant Improvements shall only include actual improvements to the Premises approved by Landlord as provided in Article 1, Section 14 and Exhibit E, and shall exclude (but not by way of limitation) Tenant’s furniture, trade fixturesplumbing, partitions, equipment working drawings, construction documents, design services, supervision and signage improvementspermits, if anybut not furniture and furnishings. Further, the Tenant Improvements shall incorporate Landlord’s building standard materials It is agreed and specifications (“Standards”). No deviations from the Standards may be requested by Tenant with respect to doors and frames, finish hardware, entry graphics, the ceiling system, light fixtures and switches, mechanical systems, life and safety systems, and/or window coverings. All other non-standard items (“Non-Standard Improvements”) shall be subject to the prior approval of Landlord, which may be withheld in Landlord’s reasonable discretion. Landlord shall in no event be required to approve any Non-Standard Improvement if Landlord determines understood that such improvements (i) is of a lesser quality than the corresponding Standard, (ii) fails to conform to applicable governmental requirements, (iii) requires building services beyond the level Landlord has agreed to provide Tenant under this Lease, or (iv) would have an adverse aesthetic impact from the exterior of the Premises. The Tenant will be responsible for payment of the technical design entire cost of other improvements in excess of the TI Allowance. If Tenant exceeds the TI Allowance, any such excess costs shall promptly be paid by Tenant in a single lump sum within 15 days after receipt of invoice from the Landlord. Tenant shall not be entitled to a credit for any unused portion of the TI Allowance. Landlord will act as construction manager and administer a contract on the ultimate acceptability Tenant's behalf for the entire scope of any clean room the work outlined above and related equipment. B. Landlord shall use a licensed general contractor (selected have no liability to tenant whatsoever for any claims or damages arising in connection with Landlord's services as construction manger or its administration of the construction contract, except as may be caused by competitive bidding by at least two licensed general contractors) and that contractor’s selected subcontractors to construct Landlord's gross negligence, willful misconduct or delay, except for causes beyond the PremisesLandlord's control. Landlord shall enter into a “lump sum” construction contract (the “TI Contract”) with not charge Tenant or the TI Contractor Allowance for any construction supervisory fee of landlord or its building manager. The plans for the Tenant Improvements. Landlord remodeling work itself, and all contractors and subcontractors used in the remodeling work, shall cause the Tenant Improvements to be constructed in a good and workmanlike manner in accordance with Exhibit E. C. The TI Contractor and each of its subcontractors shall comply with Landlord’s requirements as generally imposed on third party contractors, including without limitation all insurance coverage requirements and the obligation to furnish appropriate certificates of insurance subject to Landlord's prior written approval, prior to commencement of construction or the Tenant Improvements workwhich approval shall not unreasonably be withheld. A construction schedule shall be provided to Landlord and Tenant prior to commencement of the construction of the Tenant Improvements work, and weekly updates shall be supplied during the progress of the work. D. The Tenant Improvements All remodeling work shall be prosecuted at all times in accordance compliance with all stateapplicable laws and regulations as of the date of this Amendment, federal and local lawsincluding, regulations and ordinance, including without limitation all OSHA and other safety lawslimitation, the Americans with Disabilities Act (“ADA”) and all applicable governmental permit and code requirementsAct. E. Tenant hereby designates ▇▇▇▇ D’ippolilo, Telephone No [***]. as its representative, agent and attorney-in-fact for the purpose of receiving notices, approving submittals and issuing requests for Changes and Landlord shall be entitled to rely upon authorizations and directives of such persons as if given directly by Tenant. Tenant may amend the designation of its construction representative(s) at any time upon delivery of written notice to Landlord.

Tenant Improvements. The tenant improvement work (“Tenant Improvements”) 3.1 Landlord shall consist carry out certain seismic upgrades to the Building, in substantial accordance with the recommendations of Skilling Ward ▇▇▇▇▇▇▇▇▇ ▇▇▇ached hereto as Exhibit C. Landlord shall commence such upgrades during the first five months of the Term, and thereafter shall prosecute such work required to complete certain improvements to the Premises pursuant to Article 1, Section 14 diligently and this Exhibit D of the Lease based on a working floor drawing attached as Exhibit E (“Approved Drawings”)continuously and in accordance with all laws and legal requirements. Landlord shall contract with an architect and a general contractor, which general contractor shall only be chosen as obligated to pay up to $150,000 for the result direct third-party cost of a competitive two bid process described below to construct the Tenant Improvementssuch work. The Tenant Improvements Any additional cost of such work shall be undertaken and prosecuted in accordance with paid by Tenant, as a condition on Landlord's obligation to complete such work. Landlord's work, ongoing on the following requirements: A. It is understood that except as provided below, the Tenant Improvements shall only include actual improvements to the Premises approved by Landlord as provided in Article 1, Section 14 and Exhibit E, and shall exclude (but not by way date of limitation) Tenant’s furniture, trade fixtures, partitions, equipment and signage improvements, if any. Further, the Tenant Improvements shall incorporate Landlord’s building standard materials and specifications (“Standards”). No deviations from the Standards may be requested by Tenant with respect to doors and frames, finish hardware, entry graphics, the ceiling system, light fixtures and switches, mechanical systems, life and safety systems, and/or window coverings. All other non-standard items (“Non-Standard Improvements”) shall be subject to the prior approval of Landlord, which may be withheld in Landlord’s reasonable discretion. Landlord shall in no event be required to approve any Non-Standard Improvement if Landlord determines that such improvements (i) is of a lesser quality than the corresponding Standard, (ii) fails to conform to applicable governmental requirements, (iii) requires building services beyond the level Landlord has agreed to provide Tenant under this Lease, or (iv) would have an adverse aesthetic impact from on the exterior facade of the Premises. The Building is not included in such seismic work, and Tenant will shall not be responsible for the technical design and the ultimate acceptability cost of any clean room and related equipment. B. Landlord shall use a licensed general contractor (selected by competitive bidding by at least two licensed general contractors) and that contractor’s selected subcontractors to construct the Premisessuch exterior facade work. Landlord shall enter into a “lump sum” construction contract for the seismic upgrade work ("Construction Contract") on either a fixed price or guaranteed maximum price basis, and the “TI Contract”) with the TI Contractor for construction of the Tenant ImprovementsConstruction Contract shall be subject to Tenant's prior written approval (such approval not to be unreasonably withheld). Landlord shall cause not authorize any change orders or other modifications under the Construction Contract without Tenant's prior written approval, and Landlord shall send Tenant Improvements copies of all invoices under, and all material correspondence and documents relating to, the Construction Contract. Tenant shall pay such excess cost from time to be constructed time as it is incurred, within ten business days of a request for payment from Landlord setting forth in reasonable detail the basis for such request. In addition, Landlord shall pay up to $92,192 of the direct third-party cost incurred by Tenant to install a good and workmanlike manner new electrical vault in the Building. Tenant shall construct such vault substantially in accordance with Exhibit E.the plans prepared by Spar▇▇▇▇ ▇▇▇ctric, a copy of which has been furnished to Landlord and Tenant and in accordance with all laws and legal requirements. Landlord shall pay such cost concurrently with Tenant's payment of Rent for Month 1 or, if the work is performed later, upon receipt of Tenant's invoice. Landlord shall not be required to carry out any other tenant improvements to the Premises for Tenant. Alterations to the Premises by Tenant shall be subject to Section 11. C. The TI Contractor and each of its subcontractors 3.2 Tenant shall comply with Landlord’s requirements as generally imposed on third party contractorsperform various tenant improvements to the Premises ("Initial Improvements"), including without limitation space divisions, electrical upgrades to the Building, the installation of a fire-rated corridor to allow ingress and egress through the southeast door of the Premises to the outside of the Building (if required by code), all insurance coverage requirements and the obligation to furnish appropriate certificates of insurance to Landlord, prior to commencement of construction or the Tenant Improvements work. A construction schedule shall be as 3 provided in Tenant's plans for such improvements provided to Landlord and the City of Seattle ("Tenant prior to commencement of the construction of Improvement Plans"). Tenant shall carry out and complete its improvements lien-free, substantially in accordance with the Tenant Improvements work, Plans and weekly updates shall be supplied during the progress of the work. D. The Tenant Improvements work shall be prosecuted at all times in accordance with all state, federal applicable laws and local laws, regulations and ordinance, including without limitation all OSHA and other safety laws, the Americans with Disabilities Act (“ADA”) and all applicable governmental permit and code legal requirements. E. Tenant hereby designates ▇▇▇▇ D’ippolilo, Telephone No [***]. as its representative, agent and attorney-in-fact for the purpose of receiving notices, approving submittals and issuing requests for Changes and Landlord shall be entitled to rely upon authorizations and directives of such persons as if given directly by Tenant. Tenant may amend the designation of its construction representative(s) at any time upon delivery of written notice to Landlord.

Tenant Improvements. The If Tenant exercises the Expansion Option, ------------------- Landlord shall provide Tenant with a tenant improvement work allowance in the amount equal to the product of: (“Tenant Improvements”i) shall consist $40.00 per rentable square foot of the work required Expansion Space multiplied by (ii) the quotient of (x) the number of full calendar months remaining in the scheduled Term as of the Expansion Date divided by (y) 120. Notwithstanding the foregoing, if the Expansion Space has previously been improved for another tenant or occupant, the tenant improvement allowance for the Expansion Space shall instead be equal to complete certain $15.00 per rentable square foot of the Expansion Space. Any such tenant improvement allowance shall be used only for improvements to the Premises pursuant to Article 1, Section 14 Expansion Space and this Exhibit D the balance of the Lease based on Premises (provided up to $10.00 per rentable square foot of the Expansion Space may be used as a working floor drawing credit against Rent coming due) and Landlord and Tenant agree to execute a Work Letter Agreement with respect to such improvements in a form substantially similar to the form attached hereto as Exhibit E (“Approved Drawings”). Landlord shall contract with an architect and C. Tenant agrees that for the Expansion Space, it must deliver Construction Documents in a general contractor, which general contractor shall be chosen as the result of a competitive two bid process described below to construct the Tenant Improvements. The Tenant Improvements work shall be undertaken and prosecuted in accordance with the following requirements: A. It is understood that except as provided below, the Tenant Improvements shall only include actual improvements to the Premises form approved by Landlord as provided in Article 1, Section 14 and Exhibit E, and (which approval shall exclude (but not by way of limitationbe unreasonably withheld) Tenant’s furniture, trade fixtures, partitions, equipment and signage improvements, if any. Further, for the Tenant Improvements shall incorporate Landlord’s building standard materials and specifications (“Standards”). No deviations from the Standards may be requested improvements desired by Tenant with respect to doors and frames, finish hardware, entry graphics, the ceiling system, light fixtures and switches, mechanical systems, life and safety systems, and/or window coverings. All other non-standard items (“Non-Standard Improvements”) shall be subject to the prior approval of Landlord, which may be withheld in Landlord’s reasonable discretion. Landlord shall such Expansion Space at least four months in no event be required to approve any Non-Standard Improvement if Landlord determines that such improvements (i) is of a lesser quality than the corresponding Standard, (ii) fails to conform to applicable governmental requirements, (iii) requires building services beyond the level Landlord has agreed to provide Tenant under this Lease, or (iv) would have an adverse aesthetic impact from the exterior advance of the PremisesExpansion Date. The Tenant will be responsible for the technical design and the ultimate acceptability of any clean room and related equipment. B. Landlord shall use a licensed general contractor (selected by competitive bidding by at least two licensed general contractors) and that contractor’s selected subcontractors to construct the Premises. Landlord shall enter into a “lump sum” construction contract (the “TI Contract”) with the TI Contractor for construction Any delay in delivery of the Construction Documents shall constitute a Tenant Improvements. Landlord shall cause the Tenant Improvements to be constructed in a good and workmanlike manner in accordance with Exhibit E. C. The TI Contractor and each of its subcontractors shall comply with Landlord’s requirements as generally imposed on third party contractors, including without limitation all insurance coverage requirements and the obligation to furnish appropriate certificates of insurance to Landlord, prior to commencement of construction or the Tenant Improvements work. A construction schedule shall be provided to Landlord and Tenant prior to commencement of the construction of the Tenant Improvements work, and weekly updates shall be supplied during the progress of the workDelay. D. The Tenant Improvements work shall be prosecuted at all times in accordance with all state, federal and local laws, regulations and ordinance, including without limitation all OSHA and other safety laws, the Americans with Disabilities Act (“ADA”) and all applicable governmental permit and code requirements. E. Tenant hereby designates ▇▇▇▇ D’ippolilo, Telephone No [***]. as its representative, agent and attorney-in-fact for the purpose of receiving notices, approving submittals and issuing requests for Changes and Landlord shall be entitled to rely upon authorizations and directives of such persons as if given directly by Tenant. Tenant may amend the designation of its construction representative(s) at any time upon delivery of written notice to Landlord.

Tenant Improvements. The tenant improvement 4.1. Tenant shall cause the work (the “Tenant Improvements”) shall consist of described in the work required Tenant Work Letter attached hereto as Exhibit B-1 (the “Tenant Work Letter”) to complete certain improvements to be constructed in the Premises pursuant to Article 1, Section 14 and this Exhibit D of the Lease based on Tenant Work Letter at a working floor drawing attached as Exhibit E cost to Landlord not to exceed Three Hundred Thousand Dollars (“Approved Drawings”$300,000). Landlord shall contract with an architect and a general contractor, which general contractor ; provided that such amount shall be chosen as the result of a competitive two bid process described below to construct the Tenant Improvements. The Tenant Improvements work shall be undertaken and prosecuted in accordance with the following requirements: A. It is understood that except as provided below, the Tenant Improvements shall only include actual improvements to the Premises approved reduced dollar-for-dollar by (a) any tenant improvement allowance used by Landlord as provided in Article 1, Section 14 and Exhibit E, and shall exclude (but not with respect to any tenant improvements constructed by way of limitation) Tenant’s furniture, trade fixtures, partitions, equipment and signage improvements, if any. Further, the Tenant Improvements shall incorporate Landlord’s building standard materials and specifications (“Standards”). No deviations from the Standards may be requested by Landlord or Tenant with respect to doors the premises leased by Tenant from Landlord’s affiliate, ▇▇▇-▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ LLC, located at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ (the “Sorrento Valley Premises”) and frames(b) any portion of such amount used by Landlord with respect to any Tenant Improvements constructed by Landlord in the Premises as provided for in the following sentence, finish hardwareso that in no event shall the tenant improvement allowance for tenant improvements to be constructed by Landlord and Tenant with respect to the Premises and the Sorrento Valley Premises exceed Three Hundred Thousand Dollars ($300,000) in the aggregate (collectively, entry graphicssuch aggregate amount as appropriately reduced from time to time as such funds are expended, the ceiling system“TI Allowance”). Tenant may elect to have Landlord construct some or all of the Tenant Improvements by providing Landlord with prior written notice, light fixtures in which case Landlord shall cause such Tenant Improvements (as detailed in such written notice) to be constructed in the Premises pursuant to the Landlord Work Letter attached hereto as Exhibit B-2 (the “Landlord Work Letter”) at a cost to Landlord not to exceed the TI Allowance. The TI Allowance may be applied to the costs of (n) construction, (o) project management by Landlord (which fee shall equal two and switchesone-half percent (2.5%) of the cost of the Tenant Improvements, mechanical systemsincluding the portion funded by the TI Allowance), life (p) space planning, architect, engineering and safety systemsother related services performed by third parties unaffiliated with Tenant, and/or window coverings(q) building permits and other taxes, fees, charges and levies by Governmental Authorities (as defined below) for permits or for inspections of the Tenant Improvements, and (r) costs and expenses for labor, material, equipment and fixtures. All 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-standard items (“Non-Standard Improvements”) shall be subject to the prior approval of Landlord, which may be withheld in Landlord’s reasonable discretion. Landlord shall in no event be required to approve any Non-Standard Improvement if Landlord determines that such improvements (i) is of a lesser quality than the corresponding Standardbuilding system equipment, (iiy) fails to conform to applicable governmental requirements, (iii) requires building services beyond the level Landlord has agreed to provide costs resulting from any default by Tenant of its obligations under this LeaseLease or (z) costs that are recoverable by Tenant from a third party (e.g., insurers, warrantors, or (iv) would have an adverse aesthetic impact from the exterior of the Premises. The Tenant will be responsible for the technical design and the ultimate acceptability of any clean room and related equipmenttortfeasors). B. Landlord 4.2. Tenant shall use a licensed general contractor (selected by competitive bidding by at least two licensed general contractors) and that contractor’s selected subcontractors to construct the Premises. Landlord shall enter into a “lump sum” construction contract have until December 31, 2016 (the “TI ContractDeadline”) with ), subject to delays caused by the Landlord and delays due to Force Majeure, to expend the unused portion of the TI Contractor for construction of the Tenant ImprovementsAllowance, after which date Landlord’s obligation to fund such costs shall expire. 4.3. Landlord shall cause the Tenant Improvements not be obligated to be constructed in a good and workmanlike manner in accordance with Exhibit E. C. The TI Contractor and each of its subcontractors shall comply with Landlord’s requirements as generally imposed on third party contractors, including without limitation all insurance coverage requirements and the obligation to furnish appropriate certificates of insurance to Landlord, prior to commencement of construction or the Tenant Improvements work. A construction schedule shall be provided to Landlord and Tenant prior to commencement expend any portion of the construction of the Tenant Improvements work, and weekly updates shall be supplied during the progress of the work. D. The Tenant Improvements work shall be prosecuted at all times in accordance with all state, federal and local laws, regulations and ordinance, including without limitation all OSHA and other safety laws, the Americans with Disabilities Act (“ADA”) and all applicable governmental permit and code requirements. E. Tenant hereby designates ▇▇▇▇ D’ippolilo, Telephone No [***]. as its representative, agent and attorney-in-fact for the purpose of receiving notices, approving submittals and issuing requests for Changes and TI Allowance until Landlord shall be entitled to rely upon authorizations and directives have received from Tenant the applicable Work Letter executed by an authorized officer of such persons as if given directly by Tenant. In no event shall any unused TI Allowance entitle Tenant may amend the designation of its construction representative(s) at any time upon delivery of written notice to Landlorda credit against Rent payable under this Lease.

Tenant Improvements. The tenant improvement work (“Tenant Improvements”) shall consist of the work required to complete certain improvements to the Premises pursuant to Article 1, Section 14 and this Exhibit D of the Lease based on a working floor drawing attached as Exhibit E (“Approved Drawings”). Landlord shall contract with an architect and a general contractor, which general contractor shall be chosen as the result of a competitive two bid process described below to construct the Tenant Improvements. The Tenant Improvements work shall be undertaken and prosecuted in accordance with the following requirements: A. It is understood that except as provided below, the Tenant Improvements shall only include actual improvements to the Premises approved by Landlord as provided in Article 1, Section 14 and Exhibit E, and shall exclude (but not by way of limitation) Tenant’s furniture, trade fixtures, partitions, equipment and signage improvements, if any. Further, the Tenant Improvements shall incorporate Landlord’s building standard materials and specifications (“Standards”). No deviations from the Standards may be requested by Tenant with respect to doors and frames, finish hardware, entry graphics, the ceiling system, light fixtures and switches, mechanical systems, life and safety systems, and/or window coverings. All other non-standard items (“Non-Standard Improvements”) shall be subject to the prior approval of Landlord, which may be withheld in Landlord’s reasonable discretion. Landlord shall in no event be required to approve any Non-Standard Improvement if Landlord determines that such improvements (i) is of a lesser quality than the corresponding Standard, (ii) fails to conform to applicable governmental requirements, (iii) requires building services beyond the level Landlord has agreed to provide Tenant under this Lease, or (iv) would have an adverse aesthetic impact from the exterior of the Premises. The Tenant will be responsible for the technical all design and construction of the ultimate acceptability Demised Premises (“Tenant’s Work”), which will be performed in accordance with the terms of any clean room Exhibit “D” attached to the Lease, as amended herein. Notwithstanding anything contained in the Lease or Exhibit “D” to the contrary, the “Construction Allowance” for purposes of this Second Amendment and related equipment. B. Landlord shall use a licensed general contractor Exhibit “D” is an amount equal to the product of (selected i) the total Rentable Floor Area of the Demised Premises multiplied by competitive bidding by at least two licensed general contractors(ii) $45.00 per square foot of Rentable Floor Area. Tenant acknowledges that up to $35.00 per square foot of Rentable Floor Area of the Demised Premises of the Construction Allowance must be utilized for the costs of design and that contractorconstruction of Tenant’s selected subcontractors to construct the Premises. Landlord shall enter into a “lump sum” construction contract Work (the “TI ContractAllowance”) with the TI Contractor for construction ). The remaining $10.00 per square foot of Rentable Floor Area of the Demised Premises of the Construction Allowance may be utilized by Tenant Improvementsin its sole discretion (the “Discretionary Allowance”). Landlord shall cause the Tenant Improvements to be constructed in a good and workmanlike manner in accordance with Exhibit E. C. The TI Contractor and each Allowance shall be applied solely to the cost of its subcontractors shall comply with LandlordTenant’s requirements as generally imposed on third party contractorsWork, including without limitation all insurance coverage requirements preparation of design drawings, space planning and engineering, preparation of electrical engineering and plans, cabling and telecommunications wiring, and signage (as set forth in Section 8 below). Any move-related costs must be paid for out of the obligation to furnish appropriate certificates Discretionary Allowance. If any portion of insurance to Landlordthe Construction Allowance has not been paid by Landlord within six (6) months following the Effective Date nor has a request for such funds been made by Tenant within such period, prior to commencement of construction or the Tenant Improvements work. A construction schedule such remaining portion shall be provided paid to Landlord Tenant and Tenant prior may apply it to commencement of Rent under the construction of the Tenant Improvements workLease, and weekly updates shall be supplied during the progress of the work. D. The Tenant Improvements work shall be prosecuted at all times in accordance with all state, federal and local laws, regulations and ordinance, including without limitation all OSHA and other safety laws, the Americans with Disabilities Act (as amended hereby. Exhibit “ADA”) and all applicable governmental permit and code requirements. E. Tenant D” is hereby designates ▇▇▇▇ D’ippolilo, Telephone No [***]. further amended as its representative, agent and attorney-in-fact for the purpose of receiving notices, approving submittals and issuing requests for Changes and Landlord shall be entitled to rely upon authorizations and directives of such persons as if given directly by Tenant. Tenant may amend the designation of its construction representative(s) at any time upon delivery of written notice to Landlord.follows:

Tenant Improvements. The tenant improvement work Landlord, at Tenant's sole cost and expense but subject to the "Landlord's Contribution" (“Tenant Improvements”as such term is defined below), shall improve the Expansion Premises, the "Second Must Take Space" (as defined in Section 10 below) shall consist and the interior non-structural portions of the work required Building not previously occupied by Tenant consistent with space plans and working drawings to complete certain improvements to the Premises pursuant to Article 1, be prepared by Tenant and approved by Landlord in accordance with Section 14 and this Exhibit D 8 of the Lease based on a working floor drawing attached (said improvements are hereinafter referred to as Exhibit E (“Approved Drawings”the "Tenant Improvements"). Landlord shall contract with have the right to reasonably approve or disapprove Tenant's space planner and/or architect. Tenant shall also pay The John▇▇▇▇ ▇▇▇up, an architect and a general contractor, which general contractor shall be chosen as the result of a competitive two bid process described below to construct the Tenant Improvements. The Tenant Improvements work shall be undertaken and prosecuted in accordance with the following requirements: A. It is understood that except as provided below, the Tenant Improvements shall only include actual improvements to the Premises approved by Landlord as provided in Article 1, Section 14 and Exhibit E, and shall exclude (but not by way of limitation) Tenant’s furniture, trade fixtures, partitions, equipment and signage improvements, if any. Further, the Tenant Improvements shall incorporate Landlord’s building standard materials and specifications (“Standards”). No deviations from the Standards may be requested by Tenant with respect to doors and frames, finish hardware, entry graphics, the ceiling system, light fixtures and switches, mechanical systems, life and safety systems, and/or window coverings. All other non-standard items (“Non-Standard Improvements”) shall be subject to the prior approval affiliate of Landlord, which may be withheld a construction administration fee in Landlord’s reasonable discretion. Landlord shall in no event be required an amount equal to approve any Non-Standard Improvement if Landlord determines that such improvements ten percent (i10%) is of a lesser quality than the corresponding Standard, (ii) fails to conform to applicable governmental requirements, (iii) requires building services beyond the level Landlord has agreed to provide Tenant under this Lease, or (iv) would have an adverse aesthetic impact from the exterior of the Premises. The Tenant will be responsible for the technical total costs of design and the ultimate acceptability of any clean room and related equipment. B. Landlord shall use a licensed general contractor (selected by competitive bidding by at least two licensed general contractors) and that contractor’s selected subcontractors to construct the Premises. Landlord shall enter into a “lump sum” construction contract (the “TI Contract”) with the TI Contractor for construction of the Tenant Improvements. Landlord shall cause and Tena▇▇ acknowledge and agree that the Tenant Improvements may be completed in one (1) or more phases, and that Tenant may present Landlord with additional sets of space plans and working drawings with respect to each such phase; provided, however, that all Tenant Improvements shall be constructed in a good completed on or before May 31, 2002. Landlord shall contribute up to four hundred thirty-three thousand dollars ($433,000.00) (the "Landlord's Contribution") solely towards (i) Tenant's reasonable, actual and workmanlike manner in accordance with Exhibit E. C. The TI Contractor verifiable costs for the space plans and each of its subcontractors shall comply with Landlord’s requirements working drawings for the Tenant Improvements as generally imposed on third party contractorsdescribed above and (ii) the construction costs, including without limitation all insurance coverage requirements permit costs and the aforementioned construction administrative fee, for the Tenant Improvements, but excluding Tenant's telephone, computer, and data systems, furniture, or other personal improvements desired by Tenant. Landlord shall have no obligation to furnish appropriate certificates pay for design or construction costs of insurance the Tenant Improvements or for construction administration fees to the extent the same exceed the Landlord's Contribution as set forth above. If Landlord estimates that the costs of Tenant Improvements (including the aforementioned construction administration fees) will, in the aggregate, exceed the Landlord's Contribution, Tenant shall pay such estimated overage to Landlord prior to commencement of construction of the pending or proposed phase of Tenant Improvements. Tenant shall not be entitled to any credit, offset or refund if Landlord is able to construct the Tenant Improvements workdescribed in the approved space plans and/or working drawings for less than the Landlord's Contribution, or if the Tenant Improvements are not completed by May 31, 2002. A construction schedule Subject to Force Majeure Events, Landlord shall be provided use its best efforts to Landlord and Tenant prior to commencement of the complete construction of the initial phase of the Tenant improvements within sixty (60) days following the date on which Tenant provides Landlord with a permit permitting Landlord to commence construction of all aspects of such Tenant Improvements. Tenant's initial set of space plans and/or working drawings for the Tenant Improvements workshall provide for material improvements to all of the Building's lobbies, the Building's second (2nd) and third (3rd) floor corridors, the bathrooms contained in what was previously "Common Area" of the Building (ie without giving effect to the addition to the Premises of the Expansion Space), and weekly updates the elevator cabs of the Building. All permits shall be supplied during the progress of the work. D. The Tenant Improvements work shall be prosecuted at all times in accordance with all state, federal processed and local laws, regulations and ordinance, including without limitation all OSHA and other safety laws, the Americans with Disabilities Act (“ADA”) and all applicable governmental permit and code requirements. E. Tenant hereby designates ▇▇▇▇ D’ippolilo, Telephone No [***]. as its representative, agent and attorney-in-fact for the purpose of receiving notices, approving submittals and issuing requests for Changes and Landlord shall be entitled to rely upon authorizations and directives of such persons as if given directly obtained by Tenant. Tenant may amend the designation of its construction representative(s) at any time upon delivery of written notice to Landlord.

Tenant Improvements. The tenant improvement work (“i) Landlord and Tenant Improvements”) shall consist of the work required to complete certain improvements to agree that the Premises pursuant to Article 1, Section 14 and this Exhibit D of the Lease based on a working floor drawing attached as Exhibit E (“Approved Drawings”). Landlord shall contract with an architect and a general contractor, which general contractor shall be chosen as the result of a competitive two bid process described below to construct the Tenant Improvements. The Tenant Improvements work shall be undertaken and prosecuted improved in accordance with the following requirements:plans and specifications described on Exhibit D attached hereto and made a part hereof (the "Plans"). These improvements are herein referred to as the "Tenant Improvements." Landlord and Tenant have reviewed the Plans, and both parties believe that the Premises (including the doors and doorways thereto), when improved in accordance with the Plans, shall comply with the ADA (as defined in Section 36). In the event that, in the permitting process, changes to the Plans are required to bring them into compliance with the ADA or in the event that changes to the Premises are required after the Tenant Improvements are completed in order to obtain approval of the Fire ▇▇▇▇▇▇▇▇ of the City of Jacksonville, Landlord and Tenant shall share the costs of such changes equally, and such costs shall be deemed to be part of the "Cost" of the Tenant Improvements for purposes of Section 6(a)(ii). Landlord intends to enter into a Construction Contract (herein so called) with Dav-Lin Construction Co. (the "Contractor"), which shall have been approved by Landlord and Tenant. The Contract Sum (as defined in the Construction Contract), shall include, inter alia, the cost of dual obligee payment and performance bonds to be issued to Landlord and Tenant by a surety satisfactory to Landlord and Tenant, and the Construction Contract shall provide for a retention that will be not be paid until the Premises are approved by the Architect (as defined in the Construction Contract) and local government authorities as being in compliance with the Plans and applicable codes and laws. Landlord shall use reasonable efforts to enforce the terms and provisions of the Construction Contract, including the Contractor's warranty to repair or replace defective work or work that is not in compliance with the Plans, and in the event that Landlord fails to use such reasonable efforts, Tenant shall be deemed a third party beneficiary of the Construction Contract for the purpose of enforcing the Construction Contract. A. (ii) The "Cost" of the Tenant Improvements will be shared by Landlord and Tenant on an equal (50/50) basis, except as provided in Section 6(a)(iii) below with respect to additional costs resulting from changes to the Plans. The Cost to be shared shall include the fees and expenses for the preparation of the Plans, together with the fees and expenses of an architect's normal construction administration (including but not limited to, inspections and approvals for payment of contractor draws, additional detailing and design that may be necessary, shop drawing review, etc.) and the cost of the construction and of the Plans (including the cost of the performance and payment bonds) and the cost of all striping of the parking lot to prepare it for Tenant's use (the "shared costs"). It is understood that except as provided belowthe Cost shall include (a) a fee to the Architect of approximately $13,500.00 for the completion of the plans and construction administration, which amount shall be included in the anticipated Contract Sum of $2,003,012.00, and (b) $3,092.98 for restriping costs, which amount shall not be included in the Contract Sum. Landlord's share of the Cost of the Tenant Improvements shall only include actual improvements is herein referred to as the "Landlord's Contribution." (iii) If either Landlord or Tenant requests a change to the Premises approved Plans, then the cost of such change shall be borne by Landlord as provided in Article 1, Section 14 and Exhibit E, and shall exclude (but not by way of limitation) Tenant’s furniture, trade fixtures, partitions, equipment and signage improvements, if anythe party making the request. Further, All changes to the Tenant Improvements shall incorporate Landlord’s building standard materials and specifications (“Standards”). No deviations from the Standards may be Plans requested by Tenant with respect to doors and frames, finish hardware, entry graphics, the ceiling system, light fixtures and switches, mechanical systems, life and safety systems, and/or window coverings. All other non-standard items (“Non-Standard Improvements”) either party shall be subject to the prior approval other party's reasonable right of Landlord, which may be withheld in Landlord’s reasonable discretion. Landlord shall in no event be required to approve any Non-Standard Improvement if Landlord determines that such improvements (i) is of a lesser quality than the corresponding Standard, (ii) fails to conform to applicable governmental requirements, (iii) requires building services beyond the level Landlord has agreed to provide Tenant under this Lease, or approval. (iv) would have an adverse aesthetic impact from To fund the exterior shared costs of the Premises. The Tenant will be responsible for the technical design and the ultimate acceptability of any clean room and related equipment. B. Landlord shall use a licensed general contractor (selected by competitive bidding by at least two licensed general contractors) and that contractor’s selected subcontractors to construct the Premises. Landlord shall enter into a “lump sum” construction contract (the “TI Contract”) with the TI Contractor for construction Cost of the Tenant Improvements. , an interest bearing escrow account will be established, funded initially by Landlord shall cause and Tenant each depositing $1,003,052.49 in the escrow account within three (3) business days of the date of this Lease to cover the anticipated Cost of the Tenant Improvements to of $2,006,104.98, which amount is the anticipated Contract Sum plus the cost of restriping, as provided above. The escrow account shall be constructed with First American Title Insurance Company in a good and workmanlike manner in accordance with Exhibit E. C. The TI Contractor and each Jacksonville. In the event that the Landlord determines that the shared costs of its subcontractors shall comply with Landlord’s requirements as generally imposed on third party contractors, including without limitation all insurance coverage requirements and the obligation to furnish appropriate certificates Cost of insurance to Landlord, prior to commencement of construction or the Tenant Improvements work. A construction schedule shall be provided to exceed such amount, Landlord and Tenant prior to commencement each shall deposit into the escrow account on an equal (50/50) basis such additional amounts within three (3) business days of such determination; provided, however, that Landlord and Tenant each shall fund the cost of changes which it has requested without contribution from the other party. The escrowed funds will be released based upon draws by the Contractor, which must be approved by the Architect based upon his inspection of the construction of the Tenant Improvements work, and weekly updates shall be supplied during determination that the progress of the work. D. The Tenant Improvements work shall be prosecuted at all times for which payment is sought have been completed in accordance with all statethe Plans or that such draw is otherwise consistent with the Construction Contract, federal and local laws, regulations and ordinance, including without limitation all OSHA and other safety laws, by Landlord. Payment of the Americans with Disabilities Act (“ADA”) and all applicable governmental permit and code requirements. E. Tenant hereby designates ▇▇▇▇ D’ippolilo, Telephone No [***]. as its representative, agent and attorney-in-fact for the purpose of receiving notices, approving submittals and issuing requests for Changes and Landlord Architect's invoices shall be entitled mutually agreed upon by the parties. After final completion of all of the Tenant Improvements, unused funds for shared costs shall be returned to rely upon authorizations and directives of such persons as the parties pro rata, with applicable interest, if given directly by Tenant. Tenant may amend the designation of its construction representative(s) at any time upon delivery of written notice to Landlordany.

Tenant Improvements. The tenant improvement work (“Tenant Improvements”) shall consist 2.5. 1Upon receipt of possession of the work required to complete certain improvements to Premises and the Premises pursuant to Article 1, Section 14 and this Exhibit D selection of the Lease based on a working floor drawing attached as Exhibit E (“Approved Drawings”). Landlord shall contract with an architect and a general contractor, which general contractor shall be chosen as the result of a competitive two bid process described below to construct for the Tenant Improvements. The , each in accordance with Paragraph 2.3 hereof, the Tenant shall prepare the Premises for Tenant’s occupancy and complete the Tenant Improvements work shall be undertaken and prosecuted (including low voltage cabling) in accordance with the following requirements: A. It is understood Plans and Specifications and at the Tenant’s sole cost and expense (all such costs and expenses, including all hard and soft costs such as and without limitation, all labor and materials, architectural, engineering, permitting, project management, and space planning fees are hereinafter collectively referred to as the “Tenant Improvement Costs”, provided that except as provided below, Tenant Improvement Costs shall not include Access Costs or Deck Costs). Tenant shall make no changes to the Plans and Specifications or the work reflected in the Plans and Specifications without the consent of the Landlord. Tenant’s completion of the Tenant Improvements shall only include actual improvements to the Premises be performed by ▇▇▇▇▇▇’s contractors, who shall (a) be selected by ▇▇▇▇▇▇ and approved by Landlord as provided in Article 1, Section 14 and Exhibit E(such approval not to be unreasonably withheld), and shall exclude (but not by way b ) work under the direction of limitation) TenantTenant or ▇▇▇▇▇▇’s furniture, trade fixtures, partitions, equipment and signage improvements, if any. Further, the Tenant Improvements shall incorporate Landlord’s building standard materials and specifications (“Standards”). No deviations from the Standards may be requested by Tenant with respect to doors and frames, finish hardware, entry graphics, the ceiling system, light fixtures and switches, mechanical systems, life and safety systems, and/or window coverings. All other non-standard items (“Non-Standard Improvements”) shall be subject to the prior approval of Landlord, which may be withheld in Landlord’s reasonable discretionqualified representative. Landlord shall in no event be required have the right to approve any Non-Standard Improvement if Landlord determines that such improvements (i) is of a lesser quality than have its representative at the corresponding Standard, (ii) fails to conform to applicable governmental requirements, (iii) requires building services beyond the level Landlord has agreed to provide Tenant under this Lease, or (iv) would have an adverse aesthetic impact from the exterior of the Premises. The Tenant will be responsible for the technical design and the ultimate acceptability of any clean room and related equipment. B. Landlord shall use a licensed general contractor (selected by competitive bidding by Premises at least two licensed general contractors) and that contractor’s selected subcontractors to construct the Premises. Landlord shall enter into a “lump sum” construction contract (the “TI Contract”) with the TI Contractor for construction of the Tenant Improvements. Landlord shall cause the Tenant Improvements to be constructed in a good and workmanlike manner in accordance with Exhibit E. C. The TI Contractor and each of its subcontractors shall comply with Landlord’s requirements as generally imposed on third party contractors, including without limitation all insurance coverage requirements and the obligation to furnish appropriate certificates of insurance to Landlord, prior to commencement of construction or the Tenant Improvements work. A construction schedule shall be provided to Landlord and Tenant prior to commencement of times during the construction of the Tenant Improvements work, to review and weekly updates shall be supplied during monitor the progress performance of the work. D. same. The Tenant Improvements work shall be prosecuted at all times performed by contractors employed by Tenant under one or more construction contracts, in accordance form and content approved in advance in writing by Landlord (which approval shall be subject to Landlord’s discretion and may include a requirement that the prime contractor and the respective subcontractors of any tier: (a) be parties to, and bound by, a collective bargaining agreement with a labor organization affiliated with the Building and Construction Trades Council of the AFL-CIO and (b) employ only members of such organization to perform work within their respective jurisdictions). Such contractors also shall comply with all state, federal and local laws, regulations and ordinance, including without limitation all OSHA and other safety laws, the Americans with Disabilities Act (“ADA”) and all applicable governmental permit and code requirementsrequirements in Paragraph 4.5 of this Lease. E. Tenant hereby designates ▇▇▇▇ D’ippolilo, Telephone No [***]. as its representative, agent and attorney-in-fact for the purpose of receiving notices, approving submittals and issuing requests for Changes and Landlord shall be entitled to rely upon authorizations and directives of such persons as if given directly by Tenant. Tenant may amend the designation of its construction representative(s) at any time upon delivery of written notice to Landlord.

Tenant Improvements. The tenant improvement work Landlord hereby agrees to give Tenant a finish out allowance (“Tenant Improvements”the "Allowance") shall consist of up to $0.00 ($0.00 per square foot) to be applied one time toward the work required to complete certain costs of any approved leasehold improvements to the Premises pursuant to Article 1Premises, Section 14 including without limitation, design and this Exhibit D of the Lease based on a working floor drawing attached as Exhibit E construction supervision expenses (“Approved DrawingsLeasehold Improvements”). Landlord Prior to commencing any such Tenant Improvements, Tenant shall contract have (i) complied with an architect all of the requirements for making Alterations to the Premises as set forth in Section 11 above, (ii) submitted plans and a general contractorspecifications approved by Landlord, which general contractor such approval shall not be chosen as unreasonably withheld or delayed (iii) provided a copy of the result of a competitive two bid process described below to construct construction contract covering the Tenant ImprovementsImprovements for approval by Landlord, which such approval shall not be unreasonably withheld or delayed. The Tenant Improvements work shall be undertaken and prosecuted in accordance with the following requirements: A. It is understood that except as provided below, construction of the Tenant Improvements shall only include actual improvements to the Premises approved be performed in a good and workmanlike manner, by Landlord as provided approved contractors and in Article 1compliance with all laws and regulations, Section 14 and Exhibit E, and shall exclude (including but not by way limited to all building codes and fire codes. Within ninety (90) days following the completion of limitationany approved Leasehold Improvements, Tenant shall submit to Landlord, an invoice (the “Invoice”) Tenant’s furniture, trade fixtures, partitions, equipment and signage improvements, if any. Further, for payment of the Tenant Improvements shall incorporate Landlord’s building standard materials and specifications (“Standards”). No deviations from the Standards may be requested by Tenant with respect to doors and frames, finish hardware, entry graphics, the ceiling system, light fixtures and switches, mechanical systems, life and safety systems, and/or window coverings. All other non-standard items (“Non-Standard Improvements”) shall be subject up to the prior approval of Landlord, which may be withheld in Landlord’s reasonable discretion. Landlord shall in no event be required to approve any Non-Standard Improvement if Landlord determines that such improvements (i) is of a lesser quality than the corresponding Standard, (ii) fails to conform to applicable governmental requirements, (iii) requires building services beyond the level Landlord has agreed to provide Tenant under this Lease, or (iv) would have an adverse aesthetic impact from the exterior amount of the Premises. The Tenant will be responsible for Allowance, including a schedule of the technical design 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 ultimate acceptability of any clean room and related equipment. B. Landlord shall use a licensed general contractor (selected by competitive bidding by at least two licensed general contractors) and that contractor’s selected subcontractors to construct the Premises. Landlord shall enter into a “lump sum” construction contract (the “TI Contract”) with the TI Contractor for construction completion of the Tenant Improvements. Landlord shall cause make payments of the Tenant Allowance on account of the Leasehold Improvements to be constructed in a good and workmanlike manner in accordance with Exhibit E. C. The TI Contractor and each of its subcontractors shall comply with Landlord’s requirements as generally imposed on third party contractors, including without limitation all insurance coverage requirements and the obligation to furnish appropriate certificates of insurance to Landlord, prior to commencement of construction or the Tenant Improvements work. A construction schedule shall be provided to Landlord and Tenant prior to commencement of the construction of the Tenant Improvements work, and weekly updates shall be supplied during the progress of the work. D. The Tenant Improvements work shall be prosecuted at all times in accordance with all state, federal and local laws, regulations and ordinance, including without limitation all OSHA and other safety laws, the Americans with Disabilities Act within thirty (“ADA”30) and all applicable governmental permit and code requirements. E. Tenant hereby designates days following ▇▇▇▇ D’ippolilo, Telephone No [***]. as its representative, agent ▇▇▇’s submission of the Invoice and attorney-in-fact for the purpose of receiving notices, approving submittals and issuing requests for Changes and Landlord shall be entitled to rely upon authorizations and directives of such persons as if given directly by Tenantother required items set forth above. Tenant may amend shall not be given a credit for any portion of the designation Allowance not utilized. Tenant shall bear the entire cost of its construction representative(s) at any time upon delivery the Leasehold Improvements in excess of written notice to Landlordthe Allowance.

Tenant Improvements. The tenant improvement work Tenant will furnish or perform those items of construction and those improvements (“the "Tenant Improvements”") specified or referenced in Exhibit 2 attached hereto. Landlord shall consist pay for the Tenant Improvements up to a maximum amount of $1,760,000.00 (the "TI Allowance"), and in no event shall Landlord have any obligation to pay for any costs of the work required 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 complete certain improvements 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 Premises pursuant form of an unconditional, irrevocable letter of credit from a bank reasonably acceptable to Article 1, Section 14 and this Exhibit D Landlord. The letter of credit shall either provide that it does not expire until the end of the Lease based term or, if it is for less than the full term of the Lease, shall be renewed by Tenant at least 30 days prior to its expiration during the term of the Lease. 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 Lease and this Addendum, Tenant shall within ten (10) days thereafter cause the letter of credit to be restored to its original amount. The form of the Letter 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. 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 working floor drawing attached 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 but not exceeding the aggregate sum of Six Hundred Thirty-Five Thousand and No/100 Dollars ($635,000) (as Exhibit E (“Approved Drawings”). Landlord shall contract with an architect and a general contractor, which general contractor shall be chosen as the result of a competitive two bid process described below reduced from time to construct the Tenant Improvements. The Tenant Improvements work shall be undertaken and prosecuted time in accordance with the following requirements: A. It is understood that except as provided belowterms hereof, the Tenant Improvements shall only include actual improvements "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 Letter of Credit are available to you on or prior to the Premises approved expiry date against presentation by Landlord as provided in Article 1, Section 14 and Exhibit E, and shall exclude (but not by way you of limitation) Tenant’s furniture, trade fixtures, partitions, equipment and signage improvements, if any. Further, the Tenant Improvements shall incorporate Landlord’s building standard materials and specifications (“Standards”). No deviations from the Standards may be requested by Tenant with respect to doors and frames, finish hardware, entry graphics, the ceiling system, light fixtures and switches, mechanical systems, life and safety systems, and/or window coverings. All other non-standard items (“Non-Standard Improvements”) shall be subject to the prior approval of Landlord, which may be withheld in Landlord’s reasonable discretion. Landlord shall in no event be required to approve any Non-Standard Improvement if Landlord determines that such improvements your (i) is sight drafts drawn on us in the form of a lesser quality than the corresponding StandardAnnex 1 hereto, indicating this Letter of Credit number and (ii) fails request in the form of Annex 2 hereto (such sight draft and request, together referred to conform 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 applicable governmental requirementsus 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 (iiiit 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) requires building services beyond the level Landlord has agreed days prior to provide Tenant under this Leasesuch expiration date, or (iv) would have an adverse aesthetic impact 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 exterior funds of the PremisesApplicant and shall be available to such drawers, endorsers, and bona fide holders, as the case may be, on or before noon, New York time, on the Business Day (defined below) next following the date on which such drafts are received by us. The Tenant will "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 responsible 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 Uniform Customs and Practice for Commercial Documentary Credits (1993 Revision), I.C.C. Publication No. 500 (the technical design and the ultimate acceptability of any clean room and related equipment. B. Landlord shall use a licensed general contractor (selected by competitive bidding by at least two licensed general contractors"UCP 500") and that contractor’s selected subcontractors as to construct matters not governed by the Premises. Landlord UCP 500, this Letter of Credit shall enter into a “lump sum” construction contract (the “TI Contract”) with the TI Contractor for construction of the Tenant Improvements. Landlord shall cause the Tenant Improvements to be constructed in a good governed by and workmanlike manner construed in accordance with Exhibit E. C. The TI Contractor and each of its subcontractors shall comply with Landlord’s requirements as generally imposed on third party contractors, including without limitation all insurance coverage requirements and the obligation to furnish appropriate certificates of insurance to Landlord, prior to commencement of construction or the Tenant Improvements work. A construction schedule shall be provided to Landlord and Tenant prior to commencement laws of the construction State of New York. Very truly yours, [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 Tenant Improvements work, and weekly updates shall be supplied during the progress order of the work. D. The Tenant Improvements work shall be prosecuted at all times in accordance with all state, federal and local laws, regulations and ordinance, including without limitation all OSHA and other safety lawsSECURITY CAPITAL INDUSTRIAL TRUST, the Americans with Disabilities Act sum 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 ____________, 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 Credit No._____(the "Letter of Credit") The undersigned (“ADA”the "Beneficiary"), hereby certifies to [Name of Letter of Credit Bank] (the "Issuer") and all applicable governmental permit and code requirements. E. Tenant hereby designates ▇▇▇▇ D’ippolilo, Telephone No [***]. as its representative, agent and attorney-in-fact for the purpose of receiving notices, approving submittals and issuing requests for Changes and Landlord shall be entitled to rely upon authorizations and directives of such persons as if given directly by Tenant. Tenant may amend the designation of its construction representative(s) at any time upon delivery of written notice to Landlord.that:

Tenant Improvements. The (a) Tenant shall construct, or cause to be constructed by Centerre Construction (at Tenant's expense), certain tenant improvement work improvements in the Additional Space (“"Suite 225 Tenant Improvements”") shall consist of the work required to complete certain improvements to the Premises pursuant to Article 1, Section 14 and this Exhibit D of the Lease based on a working floor drawing attached as Exhibit E (“Approved Drawings”). Landlord shall contract with an architect and a general contractor, which general contractor shall be chosen as the result of a competitive two bid process described below to construct the Tenant Improvements. The Tenant Improvements work shall be undertaken and prosecuted in accordance with the following requirements: A. It is understood that except as provided below, the Tenant Improvements shall only include actual improvements to the Premises approved by Landlord as provided in Article 1, Section 14 and Exhibit E, and shall exclude (but not by way of limitation) Tenant’s furniture, trade fixtures, partitions, equipment and signage improvements, if any. Further, the Tenant Improvements shall incorporate Landlord’s building standard materials plans and specifications (“Standards”). No deviations from the Standards may be requested by Tenant with respect to doors and frames, finish hardware, entry graphics, the ceiling system, light fixtures and switches, mechanical systems, life and safety systems, and/or window coverings. All other non-standard items (“Non-Standard Improvements”) shall be subject to the prior approval of Landlord, which may be withheld in Landlord’s reasonable discretion. Landlord shall in no event be required to approve any Non-Standard Improvement if Landlord determines that such improvements (i) is of a lesser quality than the corresponding Standard, (ii) fails to conform to applicable governmental requirements, (iii) requires building services beyond the level Landlord has agreed to provide Tenant under this Lease, or (iv) would have an adverse aesthetic impact from the exterior of the Premises. The Tenant will be responsible for the technical design and the ultimate acceptability of any clean room and related equipment. B. Landlord shall use a licensed general contractor (selected by competitive bidding by at least two licensed general contractors) and that contractor’s selected subcontractors to construct the Premises. Landlord shall enter into a “lump sum” construction contract (the “TI Contract”) with the TI Contractor for construction of the Tenant Improvements. Landlord shall cause the Tenant Improvements to be constructed in a good and workmanlike manner in accordance with Exhibit E. C. The TI Contractor and each of its subcontractors shall comply with Landlord’s requirements as generally imposed on third party contractors, including without limitation all insurance coverage requirements and the obligation to furnish appropriate certificates of insurance to Landlord, prior to commencement of construction or the Tenant Improvements work. A construction schedule shall be provided to Landlord and Tenant prior to commencement of the construction of the Tenant Improvements work, and weekly updates shall be supplied during the progress of the work. D. The Tenant Improvements work shall be prosecuted at all times in accordance with all state, federal and local laws, regulations and ordinance, including without limitation all OSHA and other safety laws, the Americans with Disabilities Act (“ADA”) and all applicable governmental permit and code requirements. E. Tenant hereby designates prepared by Klipp ▇▇▇▇▇▇▇ D’ippolilo▇▇▇▇▇ ▇▇▇▇▇▇ Architects, Telephone No [***]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 its representative, the authorized agent and attorney-in-fact for representative of Landlord in connection with the purpose granting of receiving noticesall approvals required to be given by Landlord of the Suite 225 Tenant Improvements on behalf of Landlord. ▇▇▇▇ ▇▇▇▇▇▇▇ shall act as the designated representative of ▇▇▇▇▇▇▇▇ & Associates, approving submittals Inc., and issuing requests for Changes any agent or representative as may be designated, assigned and Landlord shall be entitled to rely upon authorizations and directives of such persons as if given directly referenced by Tenant. Tenant may amend the designation of its construction representative(s) at any time upon delivery of 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 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 Suite 225 Tenant Improvements, At Tenant's election, the balance of the Refurbishment Allowance may be applied to the Suite 225 Tenant Improvements prior to the application of the Landlord's Share to such improvements.

Tenant Improvements. The tenant improvement work Provided that Subtenant obtains the prior written consent of both ▇▇▇▇▇▇ and Sobrato, Subtenant may construct certain improvements (“"Tenant Improvements”") shall consist of the work required to complete certain improvements to the Subleased Premises pursuant to Article 1which are described on that certain architectural drawing dated March 10, Section 14 1997, prepared by ▇▇▇▇▇▇ & ▇▇▇ Architectural and this Exhibit D of described as Sheet A-2 (the Lease based on a working floor drawing attached as Exhibit E (“Approved Drawings”"Drawing"). Landlord shall contract with an architect The final plans and a general contractor, which general contractor shall be chosen as the result of a competitive two bid process described below to construct the Tenant Improvements. The Tenant Improvements work shall be undertaken and prosecuted in accordance with the following requirements: A. It is understood that except as provided below, specifications for the Tenant Improvements shall only include actual improvements to the Premises approved by Landlord as provided in Article 1, Section 14 and Exhibit E, and shall exclude (but not by way of limitation) Tenant’s furniture, trade fixtures, partitions, equipment and signage improvements, if any. Further, the Tenant Improvements shall incorporate Landlord’s building standard materials and specifications (“Standards”). No deviations from the Standards may be requested by Tenant with respect to doors and frames, finish hardware, entry graphics, the ceiling system, light fixtures and switches, mechanical systems, life and safety systems, and/or window coverings. All other non-standard items (“Non-Standard Improvements”) shall be are subject to the prior approval of LandlordSublandlord, which may approval will not be unreasonably withheld in Landlord’s reasonable discretion. Landlord shall in no event be required to approve any Non-Standard Improvement if Landlord determines or delayed provided that such improvements (i) is of a lesser quality than the corresponding Standard, (ii) fails to final plans and drawings are consistent with and conform to the Drawing and represent the logical and reasonable evolution and development of the Drawing. The Tenant Improvements shall be constructed at Subtenant's sole cost and expense, in accordance with approved final plans and drawings, and in a good, safe and workmanlike manner using new materials and equipment of good quality, and in compliance with all applicable governmental requirementslaws, (iii) requires building services beyond rules, regulations and the level Landlord has agreed provisions of the Master Leases. Subtenant shall coordinate in advance all of its construction activities with Sublandlord and shall not allow any of such activities unreasonably to provide Tenant under this Lease, disturb or (iv) would have an adverse aesthetic impact from the exterior interfere with Sublandlord's use of and operations in the Premises. The Tenant will be responsible Upon final payment by Subtenant for the technical design and the ultimate acceptability of any clean room and related equipment. B. Landlord shall use a licensed general contractor (selected work performed, materials furnished or obligations incurred by competitive bidding by at least two licensed general contractors) and that contractor’s selected subcontractors Subtenant in regard to construct the Premises. Landlord shall enter into a “lump sum” construction contract (the “TI Contract”) with the TI Contractor for construction of the Tenant Improvements. Landlord shall cause the Tenant Improvements (and any subsequent alterations, additions or improvements made to be constructed in a the Subleased Premises by Subtenant), Subtenant shall utilize reasonable and good faith efforts to obtain from each contractor and workmanlike manner in accordance with Exhibit E. C. supplier an Unconditional Waiver and Release Upon Final Payment (California Civil Code Section 3262(d)(4)). The TI Contractor and each of its subcontractors shall comply with Landlord’s requirements as generally imposed on third party contractors, including without limitation all insurance coverage requirements and foregoing approval by Sublandlord does not constitute consent to any additional alterations or improvements to the obligation to furnish appropriate certificates of insurance to Landlord, prior to commencement of construction or the Tenant Improvements work. A construction schedule shall be provided to Landlord and Tenant prior to commencement of the construction of the Tenant Improvements workSubleased Premises by Subtenant, and weekly updates shall be supplied during Sublandlord reserves the progress right to approve or disapprove of any such additional alterations or improvements to the workSubleased Premises by Subtenant as provided herein. D. The Tenant Improvements work shall be prosecuted at all times in accordance with all state, federal and local laws, regulations and ordinance, including without limitation all OSHA and other safety laws, the Americans with Disabilities Act (“ADA”) and all applicable governmental permit and code requirements. E. Tenant hereby designates ▇▇▇▇ D’ippolilo, Telephone No [***]. as its representative, agent and attorney-in-fact for the purpose of receiving notices, approving submittals and issuing requests for Changes and Landlord shall be entitled to rely upon authorizations and directives of such persons as if given directly by Tenant. Tenant may amend the designation of its construction representative(s) at any time upon delivery of written notice to Landlord.

Tenant Improvements. The tenant improvement work Provided that Tenant is not in default under the Lease, Landlord shall contribute a maximum amount (“Tenant ImprovementsFinish Allowance”) shall consist of $81,905.00 (i.e., $5 per rentable office square foot of the work required Premises (i.e., 16,381 rsf)) to complete certain be used by Tenant for Tenant’s actual third party out-of-pocket costs to related to the following improvements to the Premises (the “Premises Improvements”): (a) Flooring: Supply and install flooring. Remove and dispose of existing flooring. (b) Paint: Prepare all paintable surfaces for new paint. Paint such surfaces. All paint will be water based and antimicrobial – mildew resistant. (c) Such other items as are approved in writing by Landlord in its sole and absolute discretion. Tenant shall have the option, exercisable by written notice to Landlord on or before August 1, 2014 to increase the amount of the Tenant Finish Allowance by up to an additional amount of $150,000.00 (the “Additional Allowance”). If Tenant exercises its right to increase the Tenant Finish Allowance, then all references in this Lease to Tenant Finish Allowance shall mean and refer to the Tenant Finish Allowance and Additional Allowance. If Tenant exercises such option, monthly Basic Rent payable by Tenant throughout the initial Term shall be increased by an amount sufficient to fully amortize such increase in the Additional Allowance throughout said initial Term based upon equal monthly payments of principal and interest, with interest imputed on the outstanding principal balance at the rate of five and one-half percent (5.5%) per annum. In no event shall Landlord be obligated to make disbursements pursuant to Article 1this Lease in a total amount which exceeds the Tenant Finish Allowance and, Section 14 if applicable, the Additional Allowance. Tenant shall have the sole and this Exhibit D absolute responsibility for the payment of any excess of the Lease based on cost of the Premises Improvements over the amount of the Tenant Finish Allowance. Tenant shall select the licensed architect and contractor for such work, subject to Landlord’s prior written approval, which shall not be unreasonably withheld; provided that, in any event, Tenant must contract with Landlord’s base building subcontractors for any electrical, life safety, structural, heating, ventilation, and air-conditioning work in the Premises, if the Landlord’s subcontractors pricing is competitive in the marketplace after a working floor drawing attached competitive bid process has been completed. Tenant shall deliver all plans and signage proposals related to the Premises Improvements to Landlord for Landlord’s prior written approval. Landlord’s review of the plans and signage proposals shall be for its sole purpose and shall not imply Landlord’s review of the same, or obligate Landlord to review the same, for quality, design, compliance with Requirements or other like matters. The Premises Improvements shall be owned by the Landlord and shall remain in the Premises upon any termination. The Premises Improvements shall comply in all respects with the following: (i) the applicable laws, rules, statutes, regulations and requirements, as Exhibit E applicable according to the rulings of the controlling public official, agent or other person; (ii) applicable standards of the American Insurance Association (formerly, the National Board of Fire Underwriters) and the National Electrical Code; and (iii) building material manufacturer’s specifications (collectively, the “Approved DrawingsRequirements”). Landlord shall contract have the right to inspect the Premises Improvements at all times; provided, however, that Landlord’s failure to inspect the Premises Improvements shall in no event constitute a waiver of any of Landlord’s rights hereunder nor shall Landlord’s inspection of the Premises Improvements constitute Landlord’s approval of the same. Should Landlord disapprove any portion of the Premises Improvements, Landlord shall notify Tenant in writing of such disapproval and shall specify the items disapproved. Any defects or deviations in, and/or disapproval by Landlord of, the Premises Improvements shall be rectified by Tenant at no expense to Landlord. Tenant shall cause the Premises Improvements to be completed in a timely and workmanlike manner, in accordance with an architect the plans and proposals approved by Landlord. Tenant’s indemnity of Landlord as set forth in this Lease shall also apply with respect to any and all costs, losses, damages, injuries and liabilities related in any way to the construction of the Premises Improvements and any act or omission of Tenant or Tenant’s employees, agents or contractors, or anyone directly or indirectly employed by any of them, or in connection with Tenant’s non payment of any amount arising out of the Premises Improvements. All of Tenant’s agents or contractors shall carry worker’s compensation insurance covering all of their respective employees, and shall also carry public liability insurance, including property damage, all with limits, in form and with companies as are required to be carried by Tenant as set forth in Paragraph 14. Upon completion of the Premises Improvements and in any event prior to December 31, 2014, Tenant shall furnish Landlord with (i) final unconditional waivers of liens in such form as may be reasonably required by Landlord and Landlord’s title insurance company from all parties performing labor or supplying materials or services in connection with the Premises Improvements showing that all of said parties have been compensated in full and are waiving all liens in connection with the Premises and the Building; (ii) temporary or permanent certificate of occupancy or equivalent as required by the local government to occupy the Premises, if applicable; (iii) “as built” drawings, if applicable; and (iv) a detailed breakdown of Tenant’s total construction costs, including invoices for such costs, that is reasonably acceptable to Landlord. Landlord and Tenant shall enter into a Disbursement Agreement in the form attached hereto as Exhibit “C” (“Disbursement Agreement”) with Nevada Construction Services and Tenant’s general contractor, which general contractor Disbursement Agreement shall provide the terms and conditions for the payment of costs of construction of the Premises Improvements. Tenant shall be chosen responsible for any alterations, additions or improvements required by Requirements to be made by Landlord to or in the Premises or the Building as the a result of a competitive two bid process described below Tenant’s proposed alterations, additions, or improvements. Notwithstanding anything to construct the contrary contained herein or in the Disbursement Agreement, in the event the Tenant Improvements. The Tenant Improvements work shall be undertaken and prosecuted in accordance with the following requirements: A. It is understood that except as provided below, the Tenant Improvements shall only include actual improvements Finish Allowance has not been expended pursuant to the Premises approved by Landlord as provided in Article 1terms of this Section 59, Section 14 and Exhibit E, and shall exclude (but not by way of limitation) Tenant’s furniture, trade fixtures, partitions, equipment and signage improvements, if any. Further, the Tenant Improvements shall incorporate Landlord’s building standard materials and specifications (“Standards”). No deviations from the Standards may be requested by Tenant with respect to doors and frames, finish hardware, entry graphics, the ceiling system, light fixtures and switches, mechanical systems, life and safety systems, and/or window coverings. All other non-standard items (“Non-Standard Improvements”) shall be subject to the prior approval of Landlord, which may be withheld in Landlord’s reasonable discretion. Landlord shall in no event be required to approve any Non-Standard Improvement if Landlord determines that such improvements (i) is Tenant shall not be entitled to a credit or other payment for any unused portion of a lesser quality than the corresponding StandardTenant Finish Allowance after December 31, 2014, and (ii) fails all undistributed amounts deposited by Landlord pursuant to conform the Disbursement Agreement shall be promptly returned to applicable governmental requirementsLandlord after December 31, (iii) requires building services beyond 2014 in a manner directed by Landlord without the level Landlord has agreed to provide need for any further instruction or consent of Tenant under this Lease, or (iv) would have an adverse aesthetic impact from the exterior of the Premises. The Tenant will be responsible for the technical design and the ultimate acceptability form of any clean room and related equipment. B. Landlord Disbursement Agreement attached hereto as Exhibit “C” shall use be modified to include a licensed general contractor (selected by competitive bidding by at least two licensed general contractors) and that contractor’s selected subcontractors to construct the Premises. Landlord shall enter into a “lump sum” construction contract (the “TI Contract”) with the TI Contractor provision providing for construction of the Tenant Improvements. Landlord shall cause the Tenant Improvements to be constructed such return in a good and workmanlike manner in accordance with Exhibit E. C. The TI Contractor and each of its subcontractors shall comply with Landlord’s requirements as generally imposed on third party contractors, including without limitation all insurance coverage requirements and the obligation to furnish appropriate certificates of insurance to Landlord, prior to commencement of construction or the Tenant Improvements work. A construction schedule shall be provided form acceptable to Landlord and Tenant prior to commencement of the construction of the Tenant Improvements work, and weekly updates shall be supplied during the progress of the workin its sole discretion. D. The Tenant Improvements work shall be prosecuted at all times in accordance with all state, federal and local laws, regulations and ordinance, including without limitation all OSHA and other safety laws, the Americans with Disabilities Act (“ADA”) and all applicable governmental permit and code requirements. E. Tenant hereby designates ▇▇▇▇ D’ippolilo, Telephone No [***]. as its representative, agent and attorney-in-fact for the purpose of receiving notices, approving submittals and issuing requests for Changes and Landlord shall be entitled to rely upon authorizations and directives of such persons as if given directly by Tenant. Tenant may amend the designation of its construction representative(s) at any time upon delivery of written notice to Landlord.

Tenant Improvements. The tenant improvement work (“Tenant Improvements”) Prior to the Lease Commencement Date, Landlord ------------------- shall consist of make the work required to complete certain improvements to the Premises pursuant ("Tenant Improvements") described in the plans and specifications prepared by GHK, Inc. dated August 15,2000 as amended September 22, 2000 ("Plans and Specifications"), such Plans and Specifications being attached hereto as Schedule B and made a part of this Lease ---------- and having been approved in writing by Landlord and Tenant. All materials shall be building-standard materials unless otherwise specified in Schedule B. Except ---------- as otherwise specifically provided in this Lease, Landlord shall not be responsible for performing or paying for the moving or installation of telephone and computer systems, wiring or cabling, or the acquisition, moving or installation of Tenant's furnishings, fixtures and equipment in the Premises. Landlord agrees to Article 1, Section 14 and this Exhibit D bear the cost of the Lease based on a working floor drawing attached as Exhibit E Tenant Improvements in an amount not to exceed Fifty-two Thousand Eight Hundred Four Dollars and Seventy Cents (“Approved Drawings”$52,804.70) ("Tenant Allowance"), provided no modifications are made to the Plans and Specifications described herein. Landlord In the event Tenant shall contract with an architect request any modifications to the Plans and a general contractor, Specifications which general contractor shall be chosen as increase the result cost of a competitive two bid process described below to construct completing the Tenant Improvements, Tenant covenants and agrees to pay to Landlord, as Additional Rent, all costs and expenses incurred by Landlord in excess of the Tenant Allowance, and to make such payment within thirty (30) days after receipt of an invoice for same from Landlord. The Any excess of the Tenant Improvements work shall be undertaken and prosecuted in accordance with Allowance over the following requirements: A. It is understood that except as provided below, total cost of constructing the Tenant Improvements shall only include actual belong solely to Landlord. Any other initial improvements to the Premises approved not shown on the Plans and Specifications are subject to Landlord's prior written approval and such improvements shall be performed by Landlord as provided in Article 1, Section 14 and Exhibit ELandlord, and the cost thereof shall exclude be paid by Tenant to Landlord within thirty (30) days following receipt of an invoice for same from Landlord. Any amounts payable by Tenant hereunder shall include Landlord's standard construction management fee computed on the total cost of construction, including but not by way of limitation) Tenant’s furniture, trade fixtures, partitions, equipment and signage improvements, if any. Further, the Tenant Improvements shall incorporate Landlord’s building standard materials and specifications (“Standards”). No deviations from the Standards may be requested by Tenant with respect to doors and frames, finish hardware, entry graphics, the ceiling system, light fixtures and switches, mechanical systems, life and safety systems, and/or window coverings. All other non-standard items (“Non-Standard Improvements”) shall be subject limited to the cost of developing, preparing and modifying construction drawings. In the event this Lease shall terminate for any reason whatsoever prior approval to the end of Landlordthe Term or this Lease is assigned, conveyed or transferred to another entity (except for any transfers which Landlord may be withheld in Landlord’s reasonable discretion. Landlord permit under Section 25 hereof), Tenant shall in no event be required to approve any Non-Standard Improvement if Landlord determines that such improvements (i) is of a lesser quality than repay Landlord, upon demand, the corresponding Standard, (ii) fails to conform to applicable governmental requirements, (iii) requires building services beyond the level Landlord has agreed to provide Tenant under this Lease, or (iv) would have an adverse aesthetic impact from the exterior of the Premises. The Tenant will be responsible for the technical design and the ultimate acceptability of any clean room and related equipment. B. Landlord shall use a licensed general contractor (selected by competitive bidding by at least two licensed general contractors) and that contractor’s selected subcontractors to construct the Premises. Landlord shall enter into a “lump sum” construction contract (the “TI Contract”) with the TI Contractor for construction unamortized amount of the Tenant Improvements. Landlord shall cause Allowance and Broker's commission (if any) determined by multiplying the Tenant Improvements to be constructed in a good and workmanlike manner in accordance with Exhibit E. C. The TI Contractor and each of its subcontractors shall comply with Landlord’s requirements as generally imposed on third party contractors, including without limitation all insurance coverage requirements and the obligation to furnish appropriate certificates of insurance to Landlord, prior to commencement of construction or the Tenant Improvements work. A construction schedule shall be provided to Landlord and Tenant prior to commencement of the construction total amount of the Tenant Improvements workAllowance and Broker's commission incurred by Landlord by a fraction, the numerator of which shall be the amount of the unexpired Term remaining in the Lease, and weekly updates the denominator of which shall be supplied during the progress full Term of the workLease. D. The Tenant Improvements work shall be prosecuted at all times in accordance with all state, federal and local laws, regulations and ordinance, including without limitation all OSHA and other safety laws, the Americans with Disabilities Act (“ADA”) and all applicable governmental permit and code requirements. E. Tenant hereby designates ▇▇▇▇ D’ippolilo, Telephone No [***]. as its representative, agent and attorney-in-fact for the purpose of receiving notices, approving submittals and issuing requests for Changes and Landlord shall be entitled to rely upon authorizations and directives of such persons as if given directly by Tenant. Tenant may amend the designation of its construction representative(s) at any time upon delivery of written notice to Landlord.

Tenant Improvements. The Landlords agrees to provide Tenant with an allowance for construction by Tenant of certain tenant improvement work improvements to be incorporated into the Premises, in the amount of Seven Hundred Nine Thousand One Hundred Thirty-Four and No/100 US Dollars ($709,134.00) (the “Tenant ImprovementsConstruction Credit”) (which Construction Credit is calculated based upon $6.00 per rentable square foot of Suite 300, and $24.00 per rentable square foot for the Third Expansion Premises and the Fourth Expansion Premises), which Construction Credit may be used by Tenant in the manner set forth in Exhibit B-3, attached to this Modification and incorporated by reference. Landlord shall consist be paid a construction management supervisory fee out of the work required Construction Credit equal to complete certain one percent (1%) of the hard construction costs of the tenant improvements to be constructed by Tenant, specifically excluding architectural fees, project management fees, permitting, cabling, furniture, fixtures and equipment, which construction management supervisory fee shall not exceed in amount Seven Thousand and No/100 US Dollars ($7,000.00). Landlord’s construction management fee shall be invoiced by and paid to Landlord based upon the invoices submitted by Tenant for reimbursement from Landlord and shall be paid out of the Construction Credit. In the event that Tenant does not use the entire Construction Credit for completion of the improvements to the Premises, the Second Expansion Premises, Third Expansion Premises or the Fourth Expansion Premises, Tenant may apply the unused remainder of the Construction Credit (but in no event exceeding twenty-five percent (25%) of the total Construction Credit) for the payment of Base Rent and other charges next coming due under the Lease, on an amortized basis over the remaining Term of the Lease. Any portion of the Construction Credit not used or committed by Tenant to be applied to Base Rent or other charges coming due under the Lease (in the manner set forth in the foregoing sentence) within eighteen (18) months following the Third Expansion premises Commencement Date shall revert back to Landlord. Landlord, at its option (which option must be exercised, if at all, at the time that Landlord grants its written approval to Tenant’s proposed final construction Plans in the manner described in Exhibit B-3) may require Tenant to remove any physical additions and/or repair any alterations made pursuant to Article 1this paragraph or Exhibit B-3, Section 14 including but not limited to low voltage communications and this Exhibit D data cabling, in order to restore the subject portion of the Lease based on a working floor drawing attached as Exhibit E leased premises to the condition existing at the time prior to the commencement of such work, all costs of removal and/or alterations to be done by Tenant. In addition, Tenant shall have the right, at Tenant’s sole cost and expense to remove and relocate from Suite 100 in the Building the following equipment and personal property of Landlord: the UPS unit; two (2) 10-ton Liebert computer room cooling units; and, the raised computer room flooring (“Approved DrawingsLandlord’s Equipment”). Landlord shall contract with an architect Such removal and a general contractor, which general contractor shall be chosen as the result relocation of a competitive two bid process described below to construct the Tenant Improvements. The Tenant Improvements work shall be undertaken and prosecuted in accordance with the following requirements: A. It is understood that except as provided below, the Tenant Improvements shall only include actual improvements to the Premises approved by Landlord as provided in Article 1, Section 14 and Exhibit E, and shall exclude (but not by way of limitation) TenantLandlords’s furniture, trade fixtures, partitions, equipment and signage improvements, if any. Further, the Tenant Improvements shall incorporate Landlord’s building standard materials and specifications (“Standards”). No deviations from the Standards may be requested by Tenant with respect to doors and frames, finish hardware, entry graphics, the ceiling system, light fixtures and switches, mechanical systems, life and safety systems, and/or window coverings. All other non-standard items (“Non-Standard Improvements”) Equipment shall be subject to Landlord’s prior written approval as to the prior approval of Landlordmethods and specifications for removal and relocation, which may approval shall not be withheld in reasonably withheld. In the event that Tenant’s elects to relocate Landlord’s reasonable discretion. Landlord Equipment as provided in this paragraph, Tenant shall in no event be required to approve any Non-Standard Improvement if Landlord determines that such improvements (i) is responsible, at Tenant’s sole cost and expense, for all costs of a lesser quality than the corresponding Standard, (ii) fails to conform to applicable governmental requirements, (iii) requires building services beyond the level Landlord has agreed to provide Tenant under this Lease, or (iv) would have an adverse aesthetic impact from the exterior restoration and repair of those portions of the PremisesBuilding affected by such removal and relocation. The In addition, in the event that Tenant will elects to relocate Landlord’s Equipment, Tenant agrees to take and use such equipment in its current “as-is” condition and repair, and Tenant shall be solely responsible for all costs of maintaining, repairing and replacing Landlord’s Equipment during the technical design and the ultimate acceptability of any clean room and related equipment. B. Landlord shall use a licensed general contractor (selected by competitive bidding by at least two licensed general contractors) and that contractor’s selected subcontractors to construct the Premises. Landlord shall enter into a “lump sum” construction contract (the “TI Contract”) with the TI Contractor for construction Term of the Tenant Improvements. Landlord shall cause the Tenant Improvements to be constructed in a good and workmanlike manner in accordance with Exhibit E. C. The TI Contractor and each of its subcontractors shall comply with Landlord’s requirements as generally imposed on third party contractors, including without limitation all insurance coverage requirements and the obligation to furnish appropriate certificates of insurance to Landlord, prior to commencement of construction or the Tenant Improvements work. A construction schedule shall be provided to Landlord and Tenant prior to commencement of the construction of the Tenant Improvements work, and weekly updates shall be supplied during the progress of the workLease. D. The Tenant Improvements work shall be prosecuted at all times in accordance with all state, federal and local laws, regulations and ordinance, including without limitation all OSHA and other safety laws, the Americans with Disabilities Act (“ADA”) and all applicable governmental permit and code requirements. E. Tenant hereby designates ▇▇▇▇ D’ippolilo, Telephone No [***]. as its representative, agent and attorney-in-fact for the purpose of receiving notices, approving submittals and issuing requests for Changes and Landlord shall be entitled to rely upon authorizations and directives of such persons as if given directly by Tenant. Tenant may amend the designation of its construction representative(s) at any time upon delivery of written notice to Landlord.

Tenant Improvements. The tenant improvement work Prior to the Commencement Date, Landlord shall, at its sole cost and expense (“except as limited below), construct the improvements desired by Tenant to complete the Building for Tenant's occupancy (the "Tenant Improvements”") shall consist in accordance with the Drawings (as defined below). The cost of the work required Tenant Improvements shall be advanced by Landlord for the benefit of Tenant, to complete certain improvements be repaid by Tenant in the form of Base Rent, but only to the extent that the aggregate cost of furnishing the Tenant Improvements does not exceed $18.00 per rentable square foot contained in the Premises pursuant (the "Tenant Improvement Allowance"). The Tenant Improvement Allowance shall be in addition to Article 1the Base Building (as defined below). The following items will be charged against the Tenant Improvement Allowance: (i) architectural, Section 14 engineering, design and this Exhibit D space planning work in preparation of the Lease based on a working floor drawing attached as Exhibit E (“Approved Drawings”). Landlord shall contract with an architect and a general contractor, which general contractor shall be chosen as the result of a competitive two bid process described below Drawings necessary to construct the Tenant Improvements. The , including all mechanical, structural, electrical, plumbing and fire sprinkler engineering required to develop Tenant Improvements work or any modifications to the Base Building or Building Standard requested by Tenant and approved by Landlord to accommodate the Tenant Improvements; (ii) the total cost of the Tenant Improvements, (iii) a charge of five percent (5%) of the total costs and expenses otherwise chargeable for the Tenant Improvements for Landlord's construction management of the Tenant Improvements (which construction management fee is payable to Landlord in lieu of overhead or other administrative fees of Landlord itself and is exclusive of and in addition to the general contractor's overhead and profit); (iv) Tenant's moving costs; and (v) all other costs and expenses related to the design or construction of the Tenant Improvements (collectively, the "Tenant Improvements Cost"). Landlord shall be undertaken keep accurate books and prosecuted in accordance with records related to the following requirements: A. It is understood that except Tenant Improvements Cost. Except as provided in Paragraph 6 of this Exhibit "C" below, the Tenant Improvements shall only include actual improvements to the Premises approved by Landlord as provided Cost in Article 1, Section 14 and Exhibit E, and shall exclude (but not by way excess of limitation) Tenant’s furniture, trade fixtures, partitions, equipment and signage improvements, if any. Further, the Tenant Improvements Improvement Allowance shall incorporate Landlord’s building standard materials and specifications (“Standards”). No deviations from the Standards may be requested paid by Tenant with respect prior to doors and frames, finish hardware, entry graphics, the ceiling system, light fixtures and switches, mechanical systems, life and safety systems, and/or window coverings. All other non-standard items (“Non-Standard Improvements”) shall be subject to the prior approval of Landlord, which may be withheld in Landlord’s reasonable discretion. Landlord shall in no event be required to approve any Non-Standard Improvement if Landlord determines that such improvements (i) is of a lesser quality than the corresponding Standard, (ii) fails to conform to applicable governmental requirements, (iii) requires building services beyond the level Landlord has agreed to provide Tenant under this Lease, or (iv) would have an adverse aesthetic impact from the exterior Tenant's occupancy of the Premises. The Tenant will be responsible for the technical design and the ultimate acceptability of any clean room and related equipment. B. Landlord shall use a licensed general contractor (selected by competitive bidding by at least two licensed general contractors) and that contractor’s selected subcontractors to construct the Premises. Landlord shall enter into a “lump sum” construction contract (the “TI Contract”) with the TI Contractor for construction of the Tenant Improvements. Landlord shall cause the Tenant Improvements to be constructed in a good and workmanlike manner in accordance with Exhibit E. C. The TI Contractor and each of its subcontractors shall comply with Landlord’s requirements as generally imposed on third party contractors, including without limitation all insurance coverage requirements and the obligation to furnish appropriate certificates of insurance to Landlord, prior to commencement of construction or the Tenant Improvements work. A construction schedule shall be provided to Landlord and Tenant prior to commencement of the construction of the Tenant Improvements work, and weekly updates shall be supplied during the progress of the work. D. The Tenant Improvements work shall be prosecuted at all times in accordance with all state, federal and local laws, regulations and ordinance, including without limitation all OSHA and other safety laws, the Americans with Disabilities Act (“ADA”) and all applicable governmental permit and code requirements. E. Tenant hereby designates ▇▇▇▇ D’ippolilo, Telephone No [***]. as its representative, agent and attorney-in-fact for the purpose of receiving notices, approving submittals and issuing requests for Changes and Landlord shall be entitled to rely upon authorizations and directives of such persons as if given directly by Tenant. Tenant may amend the designation of its construction representative(s) at any time upon delivery of written notice to Landlord.

Tenant Improvements. The tenant improvement work Lessor shall deliver possession of the Premises to Lessee in its current “AS IS” condition and Lessee shall be responsible for the design and construction of the Tenant Improvements (as defined herein) for the Premises. Lessor shall have the right to review and approve Lessee's plans for the Tenant Improvements, which approval shall not be unreasonably withheld. Tenant Improvements shall include all improvements serving or located within the Premises, including without limitation, framing of demising walls for the Premises, drywalling, taping and painting of the interior surfaces of such demising walls, interior drywall partitions and walls, flooring and carpeting, interior doors and glass, cabinets, built-in fixtures and furnishings, electrical or other utilities, a proportionate share (based on useable area) of the building's VAV-HVAC system, VAV-HVAC mixing boxes, distribution ducting, vents and outlets, surface mounted electrical and plumbing fixtures and electrical outlets, acoustical tile, drop ceilings and all other improvements made to the Premises (the “Tenant Improvements”) shall consist of the work required to complete certain improvements to the Premises pursuant to Article 1, Section 14 and this Exhibit D of the Lease based on a working floor drawing attached as Exhibit E (“Approved Drawings”). Landlord shall contract with an architect and a general contractor, which general contractor shall be chosen as the result of a competitive two bid process described below to construct the Tenant Improvements. The Tenant Improvements work shall be undertaken and prosecuted in accordance with the following requirements: A. It is understood that except as provided belowinclude, the Tenant Improvements shall only include actual improvements without limitation, construction of a new “Quality Main Entrance” to the Premises approved by Landlord as provided in Article 1, Section 14 Building at a cost of approximately One Hundred Thousand dollars ($100,000.00) and Exhibit E, and shall exclude windows along the south facing wall of the Building costing not less than One Hundred Thousand dollars (but not by way of limitation) Tenant’s furniture, trade fixtures, partitions, equipment and signage improvements, if any. Further, the Tenant Improvements shall incorporate Landlord’s building standard materials and specifications (“Standards”$100,000.00). No deviations from the Standards may be requested by Tenant with respect to doors and frames, finish hardware, entry graphics, the ceiling system, light fixtures and switches, mechanical systems, life and safety systems, and/or window coverings. All other non-standard items (“Non-Standard Improvements”) Lessee shall be subject to the prior approval of Landlord, which may be withheld in Landlord’s reasonable discretion. Landlord shall in no event be required to approve any Non-Standard Improvement if Landlord determines that such improvements (i) is of a lesser quality than the corresponding Standard, (ii) fails to conform to applicable governmental requirements, (iii) requires building services beyond the level Landlord has agreed to provide Tenant under this Lease, or (iv) would have an adverse aesthetic impact from the exterior of the Premises. The Tenant will be responsible for the technical payment of all Tenant Improvements in advance including, but not limited to, design fees, permits and all other expenses in connection therewith. The Tenant Improvements shall be in compliance with all applicable building codes and insurance requirements. Lessor shall review and approve or disapprove Lessee's plans within ten (10) days from the ultimate acceptability date such plans are delivered to Lessor. If the Lessor does not act within the ten (10) days, Lessee shall deliver a second written notice to Lessor, which shall state that if Lessor fails to respond within five (5) business days after receipt of any clean room such notice, such failure to act shall be deemed to be approval of Lessee's plans. If Lessee delivers such second notice pursuant to this Section and related equipment. B. Landlord Lessor fails to respond within five (5) business days after receipt of such notice, such failure to act shall use a licensed general contractor (selected by competitive bidding by at least two licensed general contractors) be deemed to be approval of Lessee's plans. If Lessor's disapproves Lessee's plans, Lessor's notice of disapproval shall state the reasons for Lessor's disapproval with reasonable particularity. Upon delivery of possession of the Premises to Lessee, Lessee shall be responsible for the payment of all utility costs and that contractor’s selected subcontractors shall be in place all of the insurance required under the terms of this Lease and shall provide evidence thereof to construct the Premises. Landlord shall enter into a “lump sum” construction contract (the “TI Contract”) with the TI Contractor for Lessor prior to commencing construction of the Tenant Improvements. Landlord Lessee shall cause all of the Tenant Lessee's Improvements to be constructed in a good diligently prosecuted and workmanlike manner in accordance with Exhibit E. C. The TI Contractor completed and each shall not delay substantial completion of its subcontractors shall comply with Landlord’s requirements as generally imposed on third party contractors, including without limitation all insurance coverage requirements and the obligation to furnish appropriate certificates of insurance to Landlord, prior to commencement of construction Premises or the Tenant Improvements work. A construction schedule shall be provided to Landlord and Tenant prior to commencement of the construction of the Tenant Improvements work, and weekly updates shall be supplied during the progress of the workCommencement Date. D. The Tenant Improvements work shall be prosecuted at all times in accordance with all state, federal and local laws, regulations and ordinance, including without limitation all OSHA and other safety laws, the Americans with Disabilities Act (“ADA”) and all applicable governmental permit and code requirements. E. Tenant hereby designates ▇▇▇▇ D’ippolilo, Telephone No [***]. as its representative, agent and attorney-in-fact for the purpose of receiving notices, approving submittals and issuing requests for Changes and Landlord shall be entitled to rely upon authorizations and directives of such persons as if given directly by Tenant. Tenant may amend the designation of its construction representative(s) at any time upon delivery of written notice to Landlord.

Tenant Improvements. The tenant improvement (1) Landlord agrees to retain SJP Properties as construction manager to provide the installations and improvements and complete the work in and to the Premises in accordance with the Final Plans (as hereinafter defined), other than Tenant Installations (as hereinafter defined). Landlord shall be responsible for the Cost of Tenant Improvements as defined in paragraph 3(a) up to Seven Hundred Fifty Nine Thousand Dollars ($759,000) (representing $23.00 per rentable square foot of the Premises) (the “Construction Allowance”). Cost of Tenant Improvements in excess of the Construction Allowance shall be referred to as an “Additional Cost”and paid by Tenant in accordance with Paragraph 3(c). If the Cost of Tenant Improvements is less than the Construction Allowance any remaining balance of the Construction Allowance shall be paid to Tenant within thirty (30) days of Tenant’s acknowledgment to Landlord that Landlord’s obligations pursuant to this Work Agreement are complete, or, at Tenant’s election, may be taken as a credit against Base Rent due from Tenant under this Lease. (a) Tenant shall retain ▇▇▇▇▇▇▇ ▇▇▇▇▇, as architect and ____________________ as mechanical engineer for the Tenant Improvements, and Tenant covenants and agrees to deliver to Landlord all information and associated plans and working drawings for the construction and completion of Tenant’s Work on or before April 1, 2001 (the “Submission Deadline”). All of said plans and drawings shall be in form sufficient for obtaining a building permit. Tenant shall provide Landlord with five (5) shall consist sets of plans together with a sepia copy. Tenant acknowledges that this information must be delivered to Landlord by the Submission Deadline in order to allow Landlord sufficient time to review such documents, plans and drawings, to discuss with Tenant any changes therein which Landlord believes to be necessary or desirable, to enable Landlords’contractor to prepare an estimate of the cost of such modifications, to bid the work required to be bid, and to substantially complete certain improvements such modifications within the time frame required by Landlord. Any delay as a result of Tenant’s failure to furnish the Final Plans to Landlord on or before the Submission Deadline or Tenant’s changes to the Premises pursuant Final Plans (notwithstanding Landlord’s approval of any such changes) shall be deemed to Article 1, Section 14 and this Exhibit D be a Tenant Delay. (b) Landlord agrees that it will not unreasonably withhold its approval of the Lease based on a plans and working floor drawing attached as Exhibit E (“Approved Drawings”). Landlord shall contract with an architect and a general contractor, which general contractor shall be chosen as drawings for the result construction of a competitive two bid process described below to construct the Tenant Improvements. The Tenant Improvements work shall be undertaken and prosecuted in accordance with the following requirements: A. It is understood , or of any changes or modifications thereof; provided, however, that except as provided below, the Tenant Improvements shall only include actual improvements to the Premises approved by Landlord as provided in Article 1, Section 14 and Exhibit E, and shall exclude (but not by way of limitation) Tenant’s furniture, trade fixtures, partitions, equipment and signage improvements, if any. Further, the Tenant Improvements shall incorporate Landlord’s building standard materials and specifications (“Standards”). No deviations from the Standards may be requested by Tenant with respect to doors and frames, finish hardware, entry graphics, the ceiling system, light fixtures and switches, mechanical systems, life and safety systems, and/or window coverings. All other non-standard items (“Non-Standard Improvements”) shall be subject to the prior approval of Landlord, which may be withheld in Landlord’s reasonable discretion. Landlord shall in no event be required have sole and absolute discretion to approve or disapprove any Non-Standard Improvement if Landlord determines improvements that such improvements will (i) is of a lesser quality than the corresponding Standard, (ii) fails to conform to applicable governmental requirements, (iii) requires building services beyond the level Landlord has agreed to provide Tenant under this Lease, or (iv) would have an adverse aesthetic impact be visible from the exterior of the Premises. The , or which involve or may affect any structural or exterior element of the Building or any area or element or any facility serving any area of the Building or delay completion of the Premises, or (ii) require unusual expense to readapt the Premises to normal use on lease termination or increase the cost of construction or of insurance or taxes on the Building, unless Tenant first gives assurance reasonably acceptable to Landlord for payment of such increased cost and that such readaption will be responsible for the technical design made prior to such termination without expense to Landlord. Any approval of such plans and the ultimate acceptability working drawings by Landlord shall not constitute approval of any clean room delays caused by Tenant and related equipment. B. shall not be deemed a waiver of any rights or remedies that may arise as a result of such delays. In the event of a rejection by Landlord of any proposed plans, Tenant may make changes to the plans and resubmit them pursuant hereto. Upon receiving Landlord’s approval to any proposed plans, such plans shall use a licensed general contractor (selected by competitive bidding by at least two licensed general contractors) and that contractor’s selected subcontractors to construct become the Premises. Landlord shall enter into a “lump sum” construction contract final plans (the “TI ContractFinal Plans”) hereunder. No plans submitted to Landlord shall be considered to be the Final Plans unless they are submitted to Landlord signed and sealed by Tenant’s Architect and in proper and sufficient form for Landlord to obtain all necessary permits and approvals to make said improvements in accordance with the TI Contractor for construction Final Plans. (3) (a) The term “Cost of Tenant Improvements”as used in this Lease shall mean all costs of completing the Tenant Improvements. Landlord shall cause , including, without limitation: (i) constructing the Tenant Improvements work pursuant to be constructed in a good and workmanlike manner in accordance with Exhibit E. C. The TI Contractor and each of its subcontractors shall comply with the Plans, including, without limitation, subcontracts, materials, labor (whether performed by Landlord’s requirements as generally imposed on third party contractorsown forces or by third-parties), improvements, general conditions, (ii) preparing the Plans, and any other plans required to complete the work, including without limitation all insurance coverage requirements engineering and architectural fees, (iii) any fees in connection with obtaining the obligation to furnish appropriate certificates of insurance to Landlord, prior to commencement of construction or the Tenant Improvements work. A construction schedule shall be provided to Landlord and Tenant prior to commencement of necessary permits for the construction of the Tenant Improvements work, and weekly updates shall be supplied during the progress (iv) an additional sum equal to twelve percent (12%) of the work. D. The Cost of Tenant Improvements work shall be prosecuted at all times included in accordance with all state, federal and local laws, regulations and ordinance, including without limitation all OSHA and other safety laws, the Americans with Disabilities Act items (“ADA”i) and all applicable governmental permit (iii), but not (ii), of this Section 3(a) to compensate Landlord for its overhead expense and code requirementssupervision and for general conditions. E. Tenant hereby designates ▇▇▇▇ D’ippolilo, Telephone No [***]. as its representative, agent and attorney-in-fact for the purpose of receiving notices, approving submittals and issuing requests for Changes and Landlord shall be entitled to rely upon authorizations and directives of such persons as if given directly by Tenant. Tenant may amend the designation of its construction representative(s) at any time upon delivery of written notice to Landlord.

Tenant Improvements. The tenant improvement work (“Tenant Improvements”a) shall consist of the work required LANDLORD acknowledges that TENANT intends to undertake and complete certain improvements to the Leased Premises pursuant and to Article 1, Section 14 and this Exhibit D the sound system of the Lease based on a working floor drawing attached as Exhibit E Union Station in the Grand Hall portion of the Leased Premises and hereby authorizes such improvements upon the following terms and conditions. (“Approved Drawings”). Landlord b) TENANT improvements shall contract with an architect and a general contractorbe subject to LANDLORD’s prior approval, which general contractor shall no be chosen as unreasonably withheld. All TENANT improvements shall comply with the result of a competitive two bid process described below to construct the Tenant ImprovementsAmericans with Disabilities Act. (c) TENANT shall complete all such improvements at its own cost and expense. The Tenant Improvements TENANT shall not undertake any work shall be undertaken and prosecuted until the following conditions are satisfied: (1) it has provided written notice in accordance with the following requirements: A. It is understood that except as provided below, the Tenant Improvements shall only include actual improvements Article 17 herein to the Premises approved LANDLORD of its intent to undertake a particular improvement project; and (2) it has provided LANDLORD with a plan stamped by Landlord as provided in Article 1, Section 14 and Exhibit E, and shall exclude (but not by way of limitation) Tenant’s furniture, trade fixtures, partitions, equipment and signage improvements, if any. Further, the Tenant Improvements shall incorporate Landlord’s building standard materials and specifications (“Standards”). No deviations from the Standards may be requested by Tenant with respect to doors and frames, finish hardware, entry graphics, the ceiling system, light fixtures and switches, mechanical systems, life and safety systems, and/or window coverings. All other non-standard items (“Non-Standard Improvements”) a registered engineer which shall be subject to the prior approval of Landlord, which may be withheld in LandlordLANDLORD’s reasonable discretion. Landlord shall in no event be required to approve any Non-Standard Improvement if Landlord determines that such improvements (i) is of a lesser quality than the corresponding Standard, (ii) fails to conform to applicable governmental requirements, (iii) requires building services beyond the level Landlord has agreed to provide Tenant under this Lease, or (iv) would have an adverse aesthetic impact from the exterior of the Premises. The Tenant will be responsible for the technical design and the ultimate acceptability of any clean room and related equipmentwritten approval. B. Landlord (d) TENANT agrees to abide by any and all requirements set forth in Exhibit D, entitled Historic Structure Renovation Requirements. (e) TENANT acknowledges that all contracts, at every tier, for capital improvements at Union Station are subject to the Massachusetts prevailing wages statue, M.G.L. c. 149, §§26-27, and TENANT’s contracts with its contractors shall use a licensed general contractor (selected by competitive bidding by at least two licensed general contractors) include prevailing wages and that contractor’s selected subcontractors TENANT will require its contractors to construct require the Premises. Landlord shall enter into a “lump sum” construction contract (the “TI Contract”) with the TI Contractor for construction of the Tenant Improvements. Landlord shall cause the Tenant Improvements to be constructed in a good and workmanlike manner in accordance with Exhibit E. C. The TI Contractor and each same of its subcontractors at every tier. In addition to prevailing wages, TENANT shall require its contractors to supply bonds securing the payment of labor and materials that comply with Landlordand incorporate the provisions of M.G.L. c. 149, §29. (f) TENANT shall indemnify and hold harmless LANDLORD from and against any and all losses, damages, claims, suits, or actions for any injury or damage to person or property caused by TENANT’s requirements as generally imposed on third party contractorsimprovements, including without limitation all and insurance coverage requirements and therefore shall be included in the obligation public liability policy which TENANT is required to furnish appropriate certificates of insurance pursuant to Landlord, prior to commencement of construction or the Tenant Improvements work. A construction schedule shall be provided to Landlord and Tenant prior to commencement of the construction of the Tenant Improvements work, and weekly updates shall be supplied during the progress of the workthis Lease Agreement. D. The Tenant Improvements work shall be prosecuted at all times in accordance with all state, federal and local laws, regulations and ordinance, including without limitation all OSHA and other safety laws, the Americans with Disabilities Act (“ADA”) and all applicable governmental permit and code requirements. E. Tenant hereby designates ▇▇▇▇ D’ippolilo, Telephone No [***]. as its representative, agent and attorney-in-fact for the purpose of receiving notices, approving submittals and issuing requests for Changes and Landlord shall be entitled to rely upon authorizations and directives of such persons as if given directly by Tenant. Tenant may amend the designation of its construction representative(s) at any time upon delivery of written notice to Landlord.

Tenant Improvements. The 25.1. Landlord agrees to provide a tenant improvement work allowance of $507,420.00 (“$15.00 per square foot) (hereinafter referred to as "the Allowance") for construction of certain tenant improvements within the Premises (the "Tenant Improvements”) shall consist of the work required to complete certain improvements to the Premises pursuant to Article 1, Section 14 and this Exhibit D of the Lease based on a working floor drawing attached as Exhibit E (“Approved Drawings”"). Landlord shall contract deliver the funds for the Allowance to Tenant upon completion of the Tenant Improvements and upon Landlord's receipt of a Certificate of Occupancy for the Premises. 25.1.1. Landlord agrees to amortize one-half of the Allowance over 180 months at twelve percent (12%) interest, resulting in a rental increase of $3,015.00 per month (the "First Amortized Amount") commencing December 1, 1997, as shown on Exhibit D. 25.1.2. Landlord agrees to amortize one-half of the Allowance over 88 months at twelve percent (12%) interest, resulting in a rental increase of $4,305.00 per month (the "Second Amortized Amount") commencing December 1, 1997, as shown on Exhibit E. 25.1.3. The Allowance shall include one-half of the cost of the demising wall separating the Premises from the adjacent space. 25.2. Tenant shall, using the Allowance, cause construction of tenant improvements within the Premises in accordance with an architect Plans and a general contractorSpecifications called for in this paragraph and subject to Landlord's prior consent, which general contractor consent shall not be unreasonably withheld or delayed. All improvements shall be chosen as the result of a competitive two bid process described below to construct the constructed using Evergreen Business Park, Tenant Improvements. Improvements Standards in accordance with Exhibit C. The Tenant Improvements work shall be undertaken and prosecuted in accordance with the following requirements: A. It is understood that except as provided below, the Tenant Improvements shall only include actual improvements to the Premises approved by Landlord as provided in Article 1, Section 14 and Exhibit E, and shall exclude (but not by way of limitation) Tenant’s furniture, trade fixtures, partitions, equipment and signage improvements, if any. Further, the Tenant Improvements shall incorporate Landlord’s building installed using industry standard materials and specifications (“Standards”). No deviations from the Standards may be requested by Tenant with respect to doors and frames, finish hardware, entry graphics, the ceiling system, light fixtures and switches, mechanical systems, life and safety systems, and/or window coverings. All other non-standard items (“Non-Standard Improvements”) shall be subject to the prior approval of Landlord, which may be withheld in Landlord’s reasonable discretion. Landlord shall in no event be required to approve any Non-Standard Improvement if Landlord determines that such improvements (i) is of a lesser quality than the corresponding Standard, (ii) fails to conform to applicable governmental requirements, (iii) requires building services beyond the level Landlord has agreed to provide Tenant under this Lease, or (iv) would have an adverse aesthetic impact from the exterior of the Premises. The Tenant will be responsible for the technical design and the ultimate acceptability of any clean room and related equipment. B. Landlord shall use a licensed general contractor (selected by competitive bidding by at least two licensed general contractors) and that contractor’s selected subcontractors to construct the Premises. Landlord shall enter into a “lump sum” construction contract (the “TI Contract”) with the TI Contractor for construction of the Tenant Improvements. Landlord shall cause the Tenant Improvements to be constructed installed in a good and workmanlike manner in accordance with Exhibit E. C. by qualified craftsmen. The TI Contractor Tenant Improvements shall be constructed from Plans and each of its subcontractors shall comply with Landlord’s requirements as generally imposed on third party contractorsSpecifications, including without limitation all insurance coverage requirements and the obligation to furnish appropriate certificates of insurance subject to Landlord's prior consent, prior which consent shall not be unreasonably withheld or delayed, prepared by Tenant's architect subject to commencement applicable building codes as interpreted by the City of construction or Hillsboro, Oregon and shall be made a part of this Lease by Lease Amendment upon completion. 25.3. Tenant shall, at its sole cost and expense, obtain any permits, inspections and certificates required to construct the Tenant Improvements workand to occupy the Premises. 25.4. A construction schedule shall be provided Landlord agrees to Landlord and allow Tenant prior to commencement of utilize its preferred vendors for the construction of the Tenant Improvements work, and weekly updates shall be supplied during the progress of the work. D. The Tenant Improvements work shall be prosecuted at all times in accordance with all state, federal and local laws, regulations and ordinance, including without limitation all OSHA and other safety laws, the Americans with Disabilities Act (“ADA”) and all applicable governmental permit and code requirements. E. Tenant hereby designates ▇▇▇▇ D’ippolilo, Telephone No [***]. as its representative, agent and attorney-in-fact for the purpose of receiving notices, approving submittals and issuing requests for Changes and Landlord shall be entitled to rely upon authorizations and directives of such persons as if given directly by Tenant. Tenant may amend the designation of its construction representative(s) at any time upon delivery of written notice subject to Landlord's prior consent, which consent shall not be unreasonably withheld or delayed.

Tenant Improvements. The tenant improvement work (“Tenant Improvements”a) Landlord shall consist cause the electrical system, plumbing and roof to be in good and operable condition and repair as of the work Commencement Date. However, Landlord shall not be obligated to make any alteration or repair required to complete certain as a result of improvements to the Premises pursuant to Article 1, Section 14 and this Exhibit D of the Lease based on a working floor drawing attached as Exhibit E (“Approved Drawings”). Landlord shall contract with an architect and a general contractor, which general contractor shall be chosen as the result of a competitive two bid process described below to construct the Tenant Improvements. The Tenant Improvements work shall be undertaken and prosecuted in accordance with the following requirements: A. It is understood that except as provided below, the Tenant Improvements shall only include actual improvements to the Premises approved by Landlord as provided in Article 1, Section 14 and Exhibit E, and shall exclude (but not by way of limitation) Tenant’s furniture, trade fixtures, partitions, equipment and signage improvements, if any. Further, the Tenant Improvements shall incorporate Landlord’s building standard materials and specifications (“Standards”). No deviations from the Standards may be requested installed by Tenant with respect to doors and frames, finish hardware, entry graphics, the ceiling system, light fixtures and switches, mechanical systems, life and safety systems, and/or window coverings. All other non-standard items (“Non-Standard Improvements”) shall be subject to the prior approval of Landlord, which may be withheld in Landlord’s reasonable discretion. Landlord shall in no event be required to approve any Non-Standard Improvement if Landlord determines that such improvements (i) is of a lesser quality than the corresponding Standard, (ii) fails to conform to applicable governmental requirements, (iii) requires building services beyond the level Landlord has agreed to provide Tenant under this Lease, or (iv) would have an adverse aesthetic impact from the exterior of the Premises. The Tenant will be responsible for the technical design and the ultimate acceptability of any clean room and related equipment. B. Landlord shall use a licensed general contractor (selected by competitive bidding by at least two licensed general contractors) and that contractor’s selected subcontractors to construct the Premises. Landlord shall enter into a “lump sum” construction contract (be conclusively deemed to have satisfied the “TI Contract”) with the TI Contractor for construction foregoing obligation unless Tenant identifies specific items of the Tenant Improvements. Landlord shall cause the Tenant Improvements to be constructed in a good and workmanlike manner in accordance with Exhibit E. C. The TI Contractor and each of its subcontractors shall comply with Landlord’s requirements as generally imposed on third party contractors, including without limitation all insurance coverage requirements and the obligation to furnish appropriate certificates of insurance to Landlord, prior to commencement of construction or the Tenant Improvements work. A construction schedule shall be provided to Landlord and Tenant prior to commencement of the construction of the Tenant Improvements work, and weekly updates shall be supplied during the progress of the work. D. The Tenant Improvements work shall be prosecuted at all times in accordance with all state, federal and local laws, regulations and ordinance, including without limitation all OSHA and other safety laws, the Americans with Disabilities Act (“ADA”) and all applicable governmental permit and code requirements. E. Tenant hereby designates ▇▇▇▇ D’ippolilo, Telephone No [***]. as its representative, agent and attorney-in-fact for the purpose of receiving notices, approving submittals and issuing requests for Changes and Landlord shall be entitled to rely upon authorizations and directives of such persons as if given directly noncompliance by Tenant. Tenant may amend the designation of its construction representative(s) at any time upon 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 HVAC Improvements shown on attached Exhibit C and Landlord shall reimburse Tenant up to $47,500 for costs incurred by 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. (c) 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 terms, covenants and provisions set forth herein and so long as Tenant performs each and every term, provision and condition herein contained on the part of Tenant to be performed, Tenant may peacefully and quietly enjoy the Premises in accordance with the terms of this Lease.

Tenant Improvements. The tenant Landlord shall provide to Tenant a $48,876.00 improvement work allowance (“Tenant Improvements”"ALLOWANCE") shall consist for renovating Suites 515 and 520 of the work required Leased Premises ($4.00 per rentable square foot) to complete certain improvements be paid to the Premises pursuant to Article 1, Section 14 and this Exhibit D of the Lease based on a working floor drawing attached as Exhibit E (“Approved Drawings”). Landlord shall contract with an architect and a general contractor, which general contractor shall be chosen as the result of a competitive two bid process described below to construct the Tenant Improvements. The Tenant Improvements work shall be undertaken and prosecuted in accordance with the following requirements: A. It is understood that except as provided belowterms of this provision. Upon completion of any improvements or alterations to Suites 515 and 520 of the Leased Premises and the submission to Landlord of (i) evidence of payment for such improvements and/or alterations and (ii) if required by Landlord, lien waivers from the contractor, subcontractor or supplier of materials, then Landlord will reimburse Tenant Improvements for such amounts, to the extent Refurbishment Allowance proceeds are available. Nothing herein shall only include actual be deemed to constitute Landlord's approval of any alterations or improvements to Suite 515 and 520 of the Premises approved by Landlord as provided in Article 1, Section 14 and Exhibit ELeased Premises, and shall exclude (but not by way of limitation) Tenant’s furniture, trade fixtures, partitions, equipment and signage improvements, if any. Further, the Tenant Improvements shall incorporate Landlord’s building standard materials and specifications (“Standards”). No deviations from the Standards may be requested any alterations made by Tenant with respect to doors and frames, finish hardware, entry graphics, the ceiling system, light fixtures and switches, mechanical systems, life and safety systems, and/or window coverings. All other non-standard items (“Non-Standard Improvements”) Leased Premises shall be subject to the prior approval terms and provisions of Landlordthe Lease. Additionally, any Allowance proceeds which may are not used by Tenant on or before August 1, 2002, shall be withheld in Landlord’s reasonable discretiondeemed waived by Tenant, and Tenant shall no longer be entitled to such funds. Landlord shall in no event be required to approve any Non-Standard Improvement if Landlord determines Tenant acknowledges and agrees that such improvements (i) Landlord is of only providing Tenant with a lesser quality than $48,876.00 ($4.00 per rentable square foot) Allowance towards the corresponding Standard, alterations to the Leased Premises and (ii) fails to conform the extent the cost of such alterations and/or improvements (including a 5% construction management fee paid to applicable governmental requirementsPIC, (iiiInc. and architectural fees) requires building services beyond exceeds the level Landlord has agreed to provide Tenant under this Lease, or (iv) would have an adverse aesthetic impact from the exterior amount of the Premises. The Allowance, then Tenant will shall be responsible for the technical design such overage and the ultimate acceptability of any clean room shall immediately reimburse Landlord upon written request therefor, for costs incurred by Landlord over and related equipmentabove $48,876.00. B. Landlord shall use a licensed general contractor (selected by competitive bidding by at least two licensed general contractors) and that contractor’s selected subcontractors to construct the Premises. Landlord shall enter into a “lump sum” construction contract (the “TI Contract”) with the TI Contractor for construction of the Tenant Improvements. Landlord shall cause the Tenant Improvements to be constructed in a good and workmanlike manner in accordance with Exhibit E. C. The TI Contractor and each of its subcontractors shall comply with Landlord’s requirements as generally imposed on third party contractors, including without limitation all insurance coverage requirements and the obligation to furnish appropriate certificates of insurance to Landlord, prior to commencement of construction or the Tenant Improvements work. A construction schedule shall be provided to Landlord and Tenant prior to commencement of the construction of the Tenant Improvements work, and weekly updates shall be supplied during the progress of the work. D. The Tenant Improvements work shall be prosecuted at all times in accordance with all state, federal and local laws, regulations and ordinance, including without limitation all OSHA and other safety laws, the Americans with Disabilities Act (“ADA”) and all applicable governmental permit and code requirements. E. Tenant hereby designates ▇▇▇▇ D’ippolilo, Telephone No [***]. as its representative, agent and attorney-in-fact for the purpose of receiving notices, approving submittals and issuing requests for Changes and Landlord shall be entitled to rely upon authorizations and directives of such persons as if given directly by Tenant. Tenant may amend the designation of its construction representative(s) at any time upon delivery of written notice to Landlord.

Tenant Improvements. The tenant improvement work (“Tenant Improvements”) shall consist of the work required to complete certain improvements to the Premises pursuant to Article 1, Section 14 and this Exhibit D of the Lease based on a working floor drawing attached as Exhibit E (“Approved Drawings”)23.1. Landlord shall contract with an architect and a general contractor, which general contractor shall be chosen as the result responsible for construction of a competitive two bid process described below to construct the Tenant Improvements. The Tenant Improvements work shall be undertaken and prosecuted tenant improvements within Space One in accordance with the following requirements: A. It is understood that except as provided below, approved Plans and Specifications called for in this paragraph. Exhibit D sets forth the Tenant Improvements shall only include actual standards for the tenant improvements to the Premises approved by Landlord as provided in Article 1, Section 14 and Exhibit E, and be constructed within Space One. Tenant shall exclude (but not by way of limitation) Tenant’s furniture, trade fixtures, partitions, equipment and signage improvements, if any. Further, the Tenant Improvements shall incorporate Landlord’s building standard materials and specifications (“Standards”). No deviations from the Standards may be requested by Tenant with respect to doors and frames, finish hardware, entry graphics, the ceiling system, light fixtures and switches, mechanical systems, life and safety systems, and/or window coverings. All other non-standard items (“Non-Standard Improvements”) shall be subject to the prior approval of Landlord, which may be withheld in Landlord’s reasonable discretion. Landlord shall in no event be required to approve any Non-Standard Improvement if Landlord determines that such improvements (i) is of a lesser quality than the corresponding Standard, (ii) fails to conform to applicable governmental requirements, (iii) requires building services beyond the level Landlord has agreed to provide Tenant under this Lease, or (iv) would have an adverse aesthetic impact from the exterior of the Premises. The Tenant will be responsible for the technical design and the ultimate acceptability of any clean room and related equipment. B. Landlord shall use a licensed general contractor (selected by competitive bidding by at least two licensed general contractors) and that contractor’s selected subcontractors to construct the Premises. Landlord shall enter into a “lump sum” construction contract (the “TI Contract”) with the TI Contractor for construction of the Tenant Improvements. Landlord shall cause the Tenant Improvements all tenant improvements to be constructed within Space Two. The tenant improvements within Space One and Space Two shall be funded through the allowance provided for in Paragraph 23.2 below. All items charged against the Allowance shall be pre-approved by Tenant prior to construction of such items. All improvements shall be designed and constructed using Landlord's building standard finishes or alternate materials mutually acceptable to both Tenant and Landlord. Tenant improvements shall be constructed using industry standard materials installed in a good and workmanlike manner in accordance with Exhibit E. C. The TI Contractor by qualified craftsmen. Said tenant improvements shall be constructed from plans and each of its subcontractors specifications (the "Plans and Specifications") prepared by an architectural firm mutually acceptable to both Landlord and Tenant (the "Architectural Firm") which Plans and Specifications shall comply with Landlord’s requirements be subject to applicable building codes as generally imposed on third party contractorsinterpreted by all governing jurisdictions, including without limitation all insurance coverage requirements City of Hillsboro, Oregon. The Plans and the obligation to furnish appropriate certificates of insurance to Landlord, prior to commencement of construction or the Tenant Improvements work. A construction schedule Specifications shall be provided approved by Landlord within ten (10) days of Landlord's receipt of same, which approval shall not be unreasonably withheld. Changes from Landlord approved Plans and Specifications shall be approved in writing by Landlord. 23.2. Landlord shall provide Tenant with a tenant improvement allowance of $3,212,375.00 (the "Allowance") for all tenant improvement work to Landlord be done hereunder. The Allowance is based upon the following calculations: Office Space: $25.00 per square foot for - 71,265 square feet $1,781,625.00 Manufacturing Space: $15.00 per square foot for - 87,050 square feet $1,305,750.00 Warehouse Space: $5.00 per square foot for - 25,000 square feet $ 125,000.00 ------- ------------ Total: 183,315 square feet $3,212,375.00 All tenant improvements within Space One shall be charged against the Allowance. When Space One Plans and Specifications have been bid, the cost of the work shall be reviewed and approved by Tenant within ten (10) business days of receipt by Tenant. The cost of any subsequent changes requested by Tenant or of additional work required which is not within the scope of the Plans and Specifications shall be approved by Tenant prior to commencement of such work. If the construction tenant improvements cannot be constructed within the balance of the Allowance remaining after the Space One tenant improvement costs have been set aside for completion of Space One, Tenant Improvements work, and weekly updates shall be supplied during agrees to pay its Space Two tenant improvement contractor the progress amount by which this cost exceeds the remaining balance of the workAllowance. D. The 23.3. Landlord agrees to amortize up to $1,000,000.00 of additional tenant improvement costs in excess of the Allowance over 120 months at twelve (12%) percent interest. Amortization of $1,000,000.00 will result in a rental increase of $14,347.00 (the "Amortized Amount") per month as shown in the rent schedule on Page 1 of this Lease. 23.4. Tenant Improvements work shall be prosecuted at all times shall, as referenced in Paragraph 23.2 above, contract with a tenant improvement contractor approved by Landlord, to complete improvements within Space Two in accordance with the Plans and Specifications. Tenant shall be responsible for payment of all state, federal contractor billings for such work and local laws, regulations and ordinance, including without limitation all OSHA and other safety laws, the Americans with Disabilities Act (“ADA”) and all applicable governmental permit and code requirements. E. Tenant hereby designates will submit proof of such payments to Lan▇▇▇▇ D’ippolilo▇▇. Each proof of payment shall be accompanied by a copy of the contractor's most recent draw request presented on AIA form number G702 or similar. Landlord shall, Telephone No [***]within fifteen (15) days of receipt of Tenant's proof of payment, reimburse Tenant for amounts up to the remaining balance of the Allowance as referenced in Paragraph 23.2 above, plus any additional funds to be amortized pursuant to Paragraph 23.3 above. 23.5. as its representativeShould Tenant elect to have Landlord amortize an amount less than $1,000,000.00, agent and attorney-in-fact for then the purpose Amortized Amount shall be modified by the lease amendment referenced on Page 1, Line 30 of receiving notices, approving submittals and issuing requests for Changes and this Lease using the amortization schedule used to set the amortized amount. 23.6. Landlord shall be entitled to rely upon authorizations and directives of such persons as if given directly by Tenant. not charge Tenant may amend the designation any construction or development fees nor charge any of its construction representative(s) at employees' time against the Allowance. Any sums paid to the Architectural Firm or other consultants and any time upon delivery out of written notice to Landlordpocket costs incurred by Landlord as part of the tenant improvement shall be charged against the Allowance.

Tenant Improvements. Premises will be delivered by Lessor in ADA and code compliance based on City approved plans of January 23, 1997, and April 9, 1997, and ready for construction of Lessee's Work. If Lessee's use requires modifications to the property, then such related costs shall be the sole responsibility of Lessee. The tenant improvement work Building Allowance will include up to $22,315.00 for floor covering, and $10,000.00 (“Tenant Improvements”$.60/sq. ft.) for existing office area floor plan changes, including side lights in certain office walls, but excluding electrical. Lessee may choose the floor covering. The cost of the finish interior paint is included in Lessor's Work. Lessor shall consist reimburse Lessee for such costs, not to exceed the Building Allowance, within fifteen (15) calendar days after completion of the work required and the delivery to complete certain improvements Lessor of a notice of completion, final lien releases, and copies of invoices or bills. 16 In addition to the Premises pursuant to Article 1foregoing, Section 14 and this Exhibit D Lessor shall reimburse Lessee promptly, upon written request therefor from Lessee following commencement of the Lease based on a working floor drawing attached as Exhibit E (“Approved Drawings”). Landlord shall contract with an architect and a general contractorrent payment by Lessee, which general contractor shall be chosen as the result of a competitive two bid process described below to construct the Tenant Improvements. The Tenant Improvements work shall be undertaken and prosecuted for allowances or credits in accordance connection with the following requirements: A. It is understood that except as provided below, the Tenant Improvements shall only include actual improvements to the Premises approved by Landlord as provided in Article 1, Section 14 and Exhibit E, and shall exclude (but not by way of limitation) Tenant’s furniture, trade fixtures, partitions, equipment and signage improvements, if any. Further, the Tenant Improvements shall incorporate Landlord’s building standard materials and specifications (“Standards”). No deviations from the Standards may be requested by Tenant with respect to doors and frames, finish hardware, entry graphics, the ceiling system, light fixtures and switches, mechanical systems, life and safety systems, and/or window coverings. All other non-standard items (“Non-Standard Improvements”) shall be subject to the prior approval of Landlord, which may be withheld in Landlord’s reasonable discretion. Landlord shall in no event be required to approve any Non-Standard Improvement if Landlord determines that such improvements following: (i) is of a lesser quality than pulling 3-line standard telephone wire from each office to the corresponding Standard, telephone room - $1,276; and (ii) fails concrete veneer pour in the entry lobby - $850. Lessee will obtain Lessor's prior written approval of all proposed improvements to conform to applicable governmental requirements, (iii) requires building services beyond the level Landlord has agreed to provide Tenant under this Lease, or (iv) would have an adverse aesthetic impact from the exterior of be installed on the Premises. As well, Lessee's work will not materially interfere with work being done by Lessor. The Tenant will be responsible for the technical design and the ultimate acceptability of any clean room and related equipment. B. Landlord shall Lessee does plan to use a licensed general contractor (selected by competitive bidding by at least two licensed general contractors) and that contractor’s selected subcontractors to construct the Premises. Landlord shall enter into a “lump sum” construction contract (the “TI Contract”) with the TI Contractor for construction of the Tenant Improvements. Landlord shall cause the Tenant Improvements to be constructed in a good and workmanlike manner in accordance with Exhibit E. C. The TI Contractor and each of its subcontractors shall comply with Landlord’s requirements as generally imposed on third party contractors, including without limitation all insurance coverage requirements and the obligation to furnish appropriate certificates of insurance to Landlord, prior to commencement of construction or the Tenant Improvements work. A construction schedule shall be provided to Landlord and Tenant prior to commencement of the construction of the Tenant Improvements work, and weekly updates shall be supplied during the progress of the work. D. The Tenant Improvements work shall be prosecuted at all times in accordance with all state, federal and local laws, regulations and ordinance, including without limitation all OSHA and other safety laws, the Americans with Disabilities Act (“ADA”) and all applicable governmental permit and code requirements. E. Tenant hereby designates Lund▇▇▇▇▇ D’ippolilo& ▇ssociates to design the improvements and will use Denn▇▇ ▇▇▇▇▇▇▇ ▇▇ select a bonded general contractor and engineers. Notwithstanding anything to the contrary in this Lease, Telephone No [***]Lessor approves Lessee's proposed scope of work for tenant improvements, which are more particularly described on Exhibit D attached hereto ("Lessee's Work"), subject to Lessor's approval of specific plans and specifications relating to Lessee's Work ("Specific Plans and Specifications"), which approval shall not be unreasonably withheld. as its representativeLessor shall have the right to approve, agent disapprove or request reasonable modifications to such Specific Plans and attorney-in-fact for the purpose of receiving notices, approving submittals and issuing requests for Changes and Landlord Specifications within five (5) business days after Lessor's receipt thereof. Lessor's failure to respond within such period shall be entitled to rely upon authorizations deemed Lessor's disapproval of Lessee's Specific Plans and directives Specifications. Without Lessor's prior written approval of such persons as if given directly by Tenant. Tenant may amend specific plans and specifications, Lessee's improvements of whatever nature or form will not: (i) set upon, penetrate, alter or remove the designation roof or any components thereof or thereon; or (ii) alter in any way the mechanical, electrical or plumbing of its construction representative(s) at any time upon delivery of written notice to Landlordthe Premises.

Tenant Improvements. The tenant improvement work 2.1 In addition to Landlord’s Work, Tenant shall have the right to make improvements to the interior of the Premises (the “Tenant Improvements”) shall consist of the work required to complete certain improvements to the Premises pursuant to Article 1, Section 14 and this Exhibit D of the Lease based on a working floor drawing attached as Exhibit E (“Approved Drawings”). Landlord Tenant shall contract with an architect and a general contractor, which general contractor shall be chosen as the result of a competitive two bid process described below to construct the Tenant Improvements. The Tenant Improvements work shall be undertaken and prosecuted in accordance with the following requirements: A. It is understood that except as provided below, make the Tenant Improvements shall only include actual improvements at Tenant’s sole cost and expense (subject to the Premises approved by Landlord as provided in Article 1, Section 14 and Exhibit E, and shall exclude (but not by way of limitation) Tenant’s furniture, trade fixtures, partitions, equipment and signage improvements, if anyTenant Improvement Allowance set forth below). Further, the All Tenant Improvements shall incorporate Landlord’s building standard materials and specifications (“Standards”). No deviations from the Standards may be requested by Tenant with respect to doors and frames, finish hardware, entry graphics, the ceiling system, light fixtures and switches, mechanical systems, life and safety systems, and/or window coverings. All other non-standard items (“Non-Standard Improvements”) shall be subject to the prior approval consent of Landlord, which may consent shall not be withheld in Landlord’s reasonable discretionunreasonably 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 shall in no event be required to approve any Non-Standard Improvement if Landlord determines that such improvements (i) is upon the expiration or sooner termination of a lesser quality than the corresponding Standard, (ii) fails to conform to applicable governmental requirements, (iii) requires building services beyond the level Landlord has agreed to provide Tenant under this Lease, or (iv) would have an adverse aesthetic impact from the exterior of the Premises. The Tenant will be responsible for the technical design and the ultimate acceptability of any clean room and related equipment. B. Landlord shall use a licensed general contractor (selected by competitive bidding by at least two licensed general contractors) and that contractor’s selected subcontractors All work with respect to construct the Premises. Landlord shall enter into a “lump sum” construction contract (the “TI Contract”) with the TI Contractor for construction of the Tenant Improvements. Landlord shall cause the Tenant Improvements to must be constructed done in a good and workmanlike manner in accordance with Exhibit E. C. The TI Contractor and each of its subcontractors diligently prosecuted to completion to the end that the improvements on the Premises shall comply with Landlord’s requirements as generally imposed on third party contractors, including without limitation at all insurance coverage requirements and the obligation to furnish appropriate certificates of insurance to Landlord, prior to commencement of construction or the Tenant Improvements work. A construction schedule shall times be provided to Landlord and Tenant prior to commencement of the construction of the Tenant Improvements work, and weekly updates shall be supplied a complete unit except during the progress period of the work. D. The 2.2 Landlord grants to Tenant a one-time 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 work shall be prosecuted at to the applicable suite; and (ii) all times in accordance with all stateapplicable unconditional final lien waivers. If Tenant does not utilize the Tenant Improvement Allowance for either suite by December 31, federal and local laws, regulations and ordinance, including without limitation all OSHA and other safety laws2017, the Americans with Disabilities Act (“ADA”) and all applicable governmental permit and code requirements. E. Tenant hereby designates ▇▇▇▇ D’ippolilo, Telephone No [***]. as its representative, agent and attorney-in-fact Improvement Allowance for the purpose of receiving notices, approving submittals applicable suite shall become null and issuing requests for Changes void and Landlord Tenant shall be entitled forever lose its right to rely upon authorizations and directives of such persons as if given directly by Tenant. Tenant may amend the designation of its construction representative(s) at any time upon delivery of written notice to Landlordutilize said allowance.

Tenant Improvements. The tenant improvement work ("Tenant Improvements" or the “Tenant ImprovementsImprovement Work”) shall consist of the work required to complete certain improvements to the Premises pursuant to Article 1, Section 14 approved working drawings and this Exhibit D of the Lease based on a working floor drawing attached as Exhibit E (“Approved Drawings”). Landlord shall contract with an architect specifications that must be designed and a general contractor, which general contractor shall be chosen as the result of a competitive two bid process described below to construct the Tenant Improvements. The Tenant Improvements work shall be undertaken and prosecuted constructed in accordance with the following requirements: A. It is Master Lease, including Master Lessor’s construction rules and regulations in effect from time to time, and the remaining terms of the Sublease. Sublessee shall employ (i) an appropriately licensed and experienced architect approved in writing by Master Lessor and Sublessor for preparation of the working drawings and specifications for the Tenant Improvements, which shall include interior partitions, ceilings, interior finishes, interior doors, suite entrance, floor coverings, window coverings, lighting, electrical and telephone outlets (it being understood that except as provided below, the Tenant Improvements Improvement Work shall only include actual improvements all work necessary to separately meter the Premises approved by Landlord as provided in Article 1for electrical service), Section 14 plumbing connections, heavy floor loads and Exhibit Eother special requirements, and shall exclude (but not by way of limitation) Tenant’s furniturecause its architect to inspect the Premises to become acquainted with all existing conditions, trade fixtures, partitions, equipment and signage improvements, if any. Further, the Tenant Improvements shall incorporate Landlord’s building standard materials and specifications (“Standards”). No deviations from the Standards may be requested by Tenant with respect to doors and frames, finish hardware, entry graphics, the ceiling system, light fixtures and switches, mechanical systems, life and safety systems, and/or window coverings. All other non-standard items (“Non-Standard Improvements”) shall be subject to the prior approval of Landlord, which may be withheld in Landlord’s reasonable discretion. Landlord shall in no event be required to approve any Non-Standard Improvement if Landlord determines that such improvements (i) is of a lesser quality than the corresponding Standard, (ii) fails to conform to applicable governmental requirements, (iii) requires building services beyond the level Landlord has agreed to provide Tenant under this Lease, or (iv) would have an adverse aesthetic impact from the exterior of the Premises. The Tenant will be responsible for the technical design appropriately licensed and the ultimate acceptability of any clean room and related equipment. B. Landlord shall use a licensed experienced general contractor (selected by competitive bidding by at least two licensed general contractors) and that contractor’s selected subcontractors to construct the Premises. Landlord shall enter into a “lump sum” construction contract (the “TI Contract”) with the TI Contractor for construction of the Tenant Improvements. Landlord shall cause the Tenant Improvements to be constructed in a good and workmanlike manner in accordance with Exhibit E. C. The TI Contractor and each of its subcontractors shall comply with Landlord’s requirements as generally imposed on third party contractors, including without limitation all insurance coverage requirements and the obligation to furnish appropriate certificates of insurance to Landlord, prior to commencement of construction or the Tenant Improvements work. A construction schedule shall be provided to Landlord and Tenant prior to commencement of perform the construction of the Tenant Improvements workapproved in writing by Master Lessor and Sublessor. Sublessor acknowledges that Sublessee intends to use Design Blitz as its architect for the Tenant Improvements, and weekly updates Novo Construction as its general contractor for the Tenant Improvements, and Sublessee shall be supplied during allowed to use Design Blitz and Novo Construction if these parties are approved in writing by Master Lessor. In addition to the progress Rent Credit (as defined in and subject to the terms and conditions of Paragraph 14.4 below), Sublessor shall reimburse Sublessee for up to (but not in excess of) a maximum amount of Four Thousand Eight Hundred Seventy Three and 80/100 Dollars ($4,873.80) in out-of-pocket third-party costs incurred by Sublessee in obtaining test fit plans for the work. D. The Tenant Improvements work Improvement Work from the approved project architect for the Tenant Improvement Work. Sublessor shall be prosecuted at all times in accordance with all state, federal and local laws, regulations and ordinancemake such reimbursement payment to Sublessee within thirty (30) days after Sublessor’s receipt of an invoice therefor from Sublessee, including without limitation all OSHA and other safety lawsany reasonable backup documentation requested by Sublessor. Further, Sublessor shall not be entitled nor receive any construction management fee from Sublessee with respect to the Americans with Disabilities Act (“ADA”) and all applicable governmental permit and code requirements. E. Tenant hereby designates ▇▇▇▇ D’ippolilo, Telephone No [***]. as its representative, agent and attorney-in-fact for the purpose of receiving notices, approving submittals and issuing requests for Changes and Landlord Improvement Work; it being understood that Master Lessor shall be entitled to rely upon authorizations and directives of such persons as if given directly by Tenant. receive a construction management fee with respect to the Tenant may amend Improvement Work in the designation of its construction representative(s) at any time upon delivery of written notice amount otherwise required to Landlordbe paid to Master Lessor under the Master Lease.

Tenant Improvements. The tenant improvement work Landlord has granted to Tenant an allowance of up to Five and 91/100 Dollars (“Tenant Improvements”$ 5.91 ) shall consist per rentable square foot of the work required Premises, for a total allowance of up to complete certain improvements to One Hundred Forty Thousand Three Hundred Ninety-two and 05/100 Dollars ($ 140,392.05 ) (the Premises pursuant to Article 1"Tenant Improvement Allowance"), Section 14 and this Exhibit D for completion of the Lease based on a working floor drawing attached as Exhibit E (“Approved Drawings”). Landlord shall contract with an architect and a general contractor, which general contractor shall be chosen as the result of a competitive two bid process described below to construct the Tenant Improvements. The slab-to-slab Tenant Improvements work shall be undertaken and prosecuted in accordance with the following requirements: A. It is understood that except Space Plan. Except as provided belowherein, the Tenant Improvement Allowance is for Tenant Improvements shall only include actual improvements to in the Premises approved by Landlord as provided in Article Premises. In the event the Tenant Improvement Allowance is not used on or before May 1, Section 14 and Exhibit E2000, Landlord shall retain such unused portion of the Tenant Improvement Allowance, and Tenant shall exclude (but not by way have no further rights thereto or hereunder. In the event that the cost of limitation) Tenant’s furniture, trade fixtures, partitions, equipment and signage improvements, if any. Further, the Tenant Improvements exceed the Tenant Improvement Allowance, Landlord shall, at Landlord's written option, provide Tenant with an additional allowance, above the Tenant Improvement Allowance, to apply towards payment of the excess costs of the Tenant Improvements (the "Excess Allowance"), and Tenant shall incorporate deposit with Landlord funds sufficient to cover any additional projected excess costs and promptly pay to Landlord any costs in excess thereof. Any portion of the Excess Allowance paid by Landlord shall, at Landlord’s building 's sole option, either be, (i) amortized on a straight-line basis over the remaining rent paying term of the Lease, with interest at the rate of Eleven Percent (11%) per annum, payable by Tenant to Landlord as additional rent, or (ii) paid for directly by the Tenant. Landlord shall have the work depicted in the Tenant Space Plan attached hereto as Appendix A (the "Tenant Work") constructed with, unless otherwise specified, Building standard materials and specifications (“Standards”). No deviations from the Standards may be requested by Tenant with respect to doors and frames, finish hardware, entry graphics, the ceiling system, light fixtures and switches, mechanical systems, life and safety systems, and/or window coverings. All other non-standard items (“Non-Standard Improvements”) shall be subject to the prior approval of Landlord, which may be withheld in Landlord’s reasonable discretion. Landlord shall in no event be required to approve any Non-Standard Improvement if Landlord determines that such improvements (i) is of a lesser quality than the corresponding Standard, (ii) fails to conform to applicable governmental requirements, (iii) requires building services beyond the level Landlord has agreed to provide Tenant under this Lease, or (iv) would have an adverse aesthetic impact from the exterior of the Premises. The Tenant will be responsible for the technical design and the ultimate acceptability of any clean room and related equipment. B. Landlord shall use a licensed general contractor (selected by competitive bidding by at least two licensed general contractors) and that contractor’s selected subcontractors to construct the Premises. Landlord shall enter into a “lump sum” construction contract (the “TI Contract”) with the TI Contractor for construction of the Tenant Improvements. Landlord shall cause the Tenant Improvements to be constructed in a good and workmanlike manner in accordance with Exhibit E. C. pursuant to the schedule provided for herein, subject, however, to extensions equal to the delays suffered by Landlord and caused by Tenant or by strike, lockouts, fire or other casualty loss, acts of God, unavailability of materials, hostile or war-like action, riot or other causes beyond Landlord's reasonable control. The TI Contractor and each Tenant Work, as modified from time to time pursuant to the provisions of its subcontractors shall comply with Landlord’s requirements as generally imposed on third party contractorsthis Workletter, including without limitation all insurance coverage requirements and the obligation to furnish appropriate certificates of insurance to Landlord, prior to commencement of construction or the Tenant Improvements work. A construction schedule shall be provided to Landlord known as the "Tenant Improvements". The cost of preparing the Space Plan and Tenant prior to commencement of the construction any other architectural or engineering fees shall be paid for out of the Tenant Improvements work, and weekly updates shall be supplied during the progress Improvement Allowance as part of the workcosts of the Tenant Improvements. D. The Tenant Improvements work shall be prosecuted at all times in accordance with all state, federal and local laws, regulations and ordinance, including without limitation all OSHA and other safety laws, the Americans with Disabilities Act (“ADA”) and all applicable governmental permit and code requirements. E. Tenant hereby designates ▇▇▇▇ D’ippolilo, Telephone No [***]. as its representative, agent and attorney-in-fact for the purpose of receiving notices, approving submittals and issuing requests for Changes and Landlord shall be entitled to rely upon authorizations and directives of such persons as if given directly by Tenant. Tenant may amend the designation of its construction representative(s) at any time upon delivery of written notice to Landlord.

Tenant Improvements. The tenant improvement work Landlord shall provide Tenant with a maximum Tenant Improvement Allowance in the amount of Twenty Eight Dollars (“Tenant Improvements”$28) shall consist per rentable square foot of Premises, to be applied by Landlord towards the cost of the work required to complete certain improvements to the Premises pursuant to Article 1design, Section 14 purchase and this Exhibit D of the Lease based on a working floor drawing attached as Exhibit E (“Approved Drawings”). Landlord shall contract with an architect and a general contractor, which general contractor shall be chosen as the result of a competitive two bid process described below to construct the Tenant Improvements. The Tenant Improvements work shall be undertaken and prosecuted in accordance with the following requirements: A. It is understood that except as provided below, the Tenant Improvements shall only include actual improvements to the Premises approved by Landlord as provided in Article 1, Section 14 and Exhibit E, and shall exclude (but not by way of limitation) Tenant’s furniture, trade fixtures, partitions, equipment and signage improvements, if any. Further, the Tenant Improvements shall incorporate Landlord’s building standard materials and specifications (“Standards”). No deviations from the Standards may be requested by Tenant with respect to doors and frames, finish hardware, entry graphics, the ceiling system, light fixtures and switches, mechanical systems, life and safety systems, and/or window coverings. All other non-standard items (“Non-Standard Improvements”) shall be subject to the prior approval of Landlord, which may be withheld in Landlord’s reasonable discretion. Landlord shall in no event be required to approve any Non-Standard Improvement if Landlord determines that such improvements (i) is of a lesser quality than the corresponding Standard, (ii) fails to conform to applicable governmental requirements, (iii) requires building services beyond the level Landlord has agreed to provide Tenant under this Lease, or (iv) would have an adverse aesthetic impact from the exterior of the Premises. The Tenant will be responsible for the technical design and the ultimate acceptability of any clean room and related equipment. B. Landlord shall use a licensed general contractor (selected by competitive bidding by at least two licensed general contractors) and that contractor’s selected subcontractors to construct the Premises. Landlord shall enter into a “lump sum” construction contract (the “TI Contract”) with the TI Contractor for construction of the Tenant Improvements, including without limitation, design, engineering and consulting fees (collectively, the "Tenant Improvement Costs"). The Tenant Improvement Allowance shall be used by Landlord for payment of the following Tenant Improvement Costs: (i) Review by Landlord's Architect of the Preliminary Plans and the Working Drawings as provided in Section 2 of this Work Letter; - Prior to Landlord's selecting the Contractor, and without limiting Landlord's right in its sole discretion to select the Contractor. Landlord shall cause review with Tenant the various contractor bids received by Landlord. (i) Tenant Improvements to be constructed in a good and workmanlike manner in accordance with Exhibit E. C. The TI Contractor and each of its subcontractors shall comply with Landlord’s requirements as generally imposed on third party contractors, including without limitation all insurance coverage requirements and the obligation to furnish appropriate certificates of insurance to Landlord, prior to commencement of construction or the Tenant Improvements work. A construction schedule shall be provided liable for, and shall (within ten (10) days after written demand therefor) reimburse Landlord for any amounts actually paid by Landlord as, the Early Completion Bonus; and (ii) the amount of any Late Completion Penalty actually realized by Landlord under the terms of the Construction Contract shall accrue to the benefit of Tenant, with regard to the first $10,000 of such Late Completion Penalty, and to the benefit of both Landlord and Tenant prior on a 50/50 basis, to commencement the extent that such Late Completion Penalty exceeds $10,000, with Landlord to pay to Tenant that portion of the construction Late Completion Penalty to which Tenant is entitled within tan (10) days after the amount of same is known. (ii) Including, without limitation, all fees charged by the City or the County (including, without limitation, fees for building permits and plan checks)in connection with the Tenant Improvement work in the Premises; (iii) Construction work for completion of the Tenant Improvements workas reflected in the Construction Contract; (iv) All contractors' charges, general conditions, performance bond premiums and weekly updates construction fees; and (v) Design and engineering services performed by Reng▇▇ & ▇ompany on behalf of Tenant, not to exceed a total of $1.50 per rentable square foot of the Premises. Tenant shall be supplied during the progress of the work. D. The Tenant Improvements work shall be prosecuted at all times in accordance with all state, federal and local laws, regulations and ordinance, including without limitation all OSHA and other safety laws, the Americans with Disabilities Act (“ADA”) and all applicable governmental permit and code requirements. E. Tenant hereby designates ▇▇responsible for any charges or fees from Reng▇▇ D’ippolilo, Telephone No [***]. as its representative, agent and attorney-in-fact for the purpose & ▇ompany in excess of receiving notices, approving submittals and issuing requests for Changes and Landlord shall be entitled to rely upon authorizations and directives of such persons as if given directly by Tenant. Tenant may amend the designation of its construction representative(s) at any time upon delivery of written notice to Landlordthis limit.

Tenant Improvements. The tenant improvement work 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 (“Tenant Improvements”) shall consist of the work required to complete certain improvements to the Premises pursuant to Article 1, Section 14 and this Exhibit D of the Lease based on a working floor drawing attached as Exhibit E (“Approved DrawingsAlterations”). Landlord shall contract with an architect and a general contractor, which general contractor All Alterations shall be chosen as the result of a competitive two bid process described below to construct the Tenant Improvements. The Tenant Improvements work shall be undertaken and prosecuted in accordance conformity with the following requirementsstandards of quality of construction, tenant occupancy of the Building and the overall aesthetic of 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. It is understood that except as provided below, the Tenant Improvements shall only include actual improvements to the Premises approved by Landlord as provided in Article 1, Section 14 and Exhibit E, and shall exclude (but not by way of limitationa) Tenant’s furniture, trade fixtures, partitions, equipment and signage improvements, if any. Further, the Tenant Improvements shall incorporate Any Alterations require Landlord’s building standard materials and specifications (“Standards”)prior written consent. No deviations from Notwithstanding the Standards may be requested by Tenant with respect to doors and framesforegoing, finish hardware, entry graphics, the ceiling system, light fixtures and switches, mechanical systems, life and safety systems, and/or window coverings. All other non-standard items (“Non-Standard Improvements”) shall be subject to the prior approval of Landlord, which may be withheld in Landlord’s reasonable discretion. Landlord consent shall in no event not be required to approve for any Non-Standard Improvement if Landlord determines that such improvements Alterations comply with all three of the following criteria: the Alterations (i) is of a lesser quality than the corresponding Standardare not Major Work (as hereinafter defined), (ii) fails to conform to applicable governmental requirementsdo not cost, in the aggregate, more than Twenty Five Thousand Dollars ($25,000.00), and (iii) requires do not require a building services beyond permit. Landlord agrees not to unreasonably withhold, condition or delay, its consent to Alterations with the level exception of Alterations which are Major Work for which Landlord has agreed 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 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 provide 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 a certificate of insurance for such contractors, subcontractors, material suppliers and laborers. All of Tenant’s contractors, whether retained under this section or as contemplated elsewhere in the Lease, or (iv) would have an adverse aesthetic impact from the exterior 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. Tenant’s contractors shall deliver current certificates of insurance to Landlord prior to performance of any work at the Premises. The . (e) Tenant will be responsible for the technical design and the ultimate acceptability shall, within twenty (20) days after completion of any clean room Alterations, repairs or maintenance, provide original, fully executed final lien waivers in a form reasonably acceptable to Landlord and related equipmentsuitable for recording purposes, from each contractor, subcontractor, material supplier and laborer that perform Alterations, repairs or maintenance at the Premises and whose invoices exceed Ten Thousand Dollars ($10,000.00) in the aggregate. B. Landlord (f) Tenant shall use a licensed general contractor (selected by competitive bidding by at least two licensed general contractors) and that contractor’s selected subcontractors to construct the Premises. Landlord shall enter into a “lump sum” construction contract (the “TI Contract”) with the TI Contractor for construction of the Tenant Improvements. Landlord shall perform, or cause the Tenant Improvements to be constructed performed, all Alterations, repair and maintenance with diligence, using only new, first class materials and supplies, in a good and workmanlike manner in accordance with Exhibit E. C. The TI Contractor and each of its subcontractors shall comply with Landlord’s requirements as generally imposed on third party contractors, including without limitation all insurance coverage requirements and the obligation to furnish appropriate certificates of insurance to Landlord, prior to commencement of construction or the Tenant Improvements work. A construction schedule shall be provided to plans approved by Landlord and Tenant prior to commencement of the construction of the Tenant Improvements work, and weekly updates shall be supplied during the progress of the work. D. The Tenant Improvements work shall be prosecuted at all times in accordance with all state, federal and local laws, regulations 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, including without limitation law or public regulations or by any authority having jurisdiction. Tenant warrants that all OSHA and other safety lawsAlterations, the Americans when completed, will comply with Disabilities Act (“ADA”) and all applicable governmental permit and code requirementslaws. E. Tenant hereby designates ▇▇▇▇ D’ippolilo, Telephone No [***]. as its representative, agent and attorney-in-fact for the purpose of receiving notices, approving submittals and issuing requests for Changes and Landlord shall be entitled to rely upon authorizations and directives of such persons as if given directly by Tenant. Tenant may amend the designation of its construction representative(s) at any time upon delivery of written notice to Landlord.

Tenant Improvements. EXCEPT AS PROVIDED BELOW, Landlord shall construct tenant improvements in accordance with a mutually acceptable space plan, provided by Tenan▇'▇ ▇▇chitect, utilizing building standard materials ("Landlord's Work"). The Landlord shall allocate a Tenant Improvement Allowance of $22.50 per RSF which is $807,435.00 ("Allowance") for the completion of the tenant improvements. Except as provided below, said Allowance shall only be utilized for construction of the tenant improvements, contractor fees, governmental permits & fees, space planning (subject to exclusion defined below), electrical and mechanical drawings, designer fees, final construction plans and other similar professional fees, but not attorneys' fees. Landl▇▇▇ ▇▇▇▇es to pay for the cost of the initial space plan up to $0.15 per usable square foot and such amount shall be in addition to the Allowance. Landlord shall competitively bid Landl▇▇▇'▇ ▇▇rk with three (3) qualified contractors mutually selected by Landlord and Tenan▇. ▇▇th Landlord and Tenant shall approve the space plan and the construction bid. Neither party shall unreasonably withhold, condition or delay such approval and Tenant shall act diligently in providing its space plan and working drawing to Landlord for approval. Tenant and Tenan▇'▇ ▇▇chitect shall submit working drawings for the Tenant Improvements for Landlord's approval within twenty-five (25) days of Lease execution. Tenant shall respond to Landl▇▇▇'▇ ▇▇quest for approval of the construction bid within five (5) business days of Landlord's requests. Tenant shall be responsible for any tenant improvement work expense over and above the Allowance which shall be paid within ten (“10) days of demand that includes an itemized invoice showing that the Allowance has been or will be exhausted on approved Tenant Improvements”) shall consist . Except for Landlord's Work or as otherwise provided in the Lease after the construction of the work required Tenant Improvements, Landlord has no obligation to complete certain remodel or to make any repairs, alterations or improvements to the Premises pursuant to Article 1, Section 14 and this Exhibit D Premises. Three Hundred Thousand Dollars ($300,000) of the Lease based on Allowance may be used by Tenant for voice, phone or data cabling, relocation costs, and office furniture in the Premises or for tenant improvements in their adjacent Headquarters building at 6464 ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇. ▇▇y unused portion of the Allowance may not be used as a working floor drawing rent credit. Within five business days after Landl▇▇▇'▇ ▇▇quest for approval of the construction bid, Tenant may elect to retain the general contractor for the construction of the Tenant Improvements from the qualified contractor with the approved construction bid. Tenant shall follow the terms and conditions outlined in the Work Letter Agreement, attached hereto as Exhibit E (“Approved Drawings”)"C". If Tenan▇ ▇▇▇▇s to make this election with five business days, Landlord shall contract proceed with an architect and a general contractorthe construction of the Tenant Improvements. Notwithstanding anything contained in this Lease to the contrary, which Landlord is not entitled to any supervisor fee or management fee on the construction of the initial Tenant Improvements. Notwithstanding the Commencement Date, if Tenant elects to retain the general contractor shall for the construction of the Tenant Improvements, Tenant will be chosen as allowed to occupy the result of a competitive two bid process described below Premises upon the date the Premises are delivered to Tenant and prior to the Commencement Date in order to construct the Tenant Improvements. The Tenant Improvements work shall be undertaken and prosecuted in accordance with Notwithstanding the following requirements: A. It is understood that except as provided below, the Tenant Improvements shall only include actual improvements to the Premises approved by Landlord as provided in Article 1, Section 14 and Exhibit E, and shall exclude (but not by way of limitation) Tenant’s furniture, trade fixtures, partitions, equipment and signage improvementsCommencement Date, if any. Further, Landlord retains the Tenant Improvements shall incorporate Landlord’s building standard materials and specifications (“Standards”). No deviations from the Standards may be requested by Tenant with respect to doors and frames, finish hardware, entry graphics, the ceiling system, light fixtures and switches, mechanical systems, life and safety systems, and/or window coverings. All other non-standard items (“Non-Standard Improvements”) shall be subject to the prior approval of Landlord, which may be withheld in Landlord’s reasonable discretion. Landlord shall in no event be required to approve any Non-Standard Improvement if Landlord determines that such improvements (i) is of a lesser quality than the corresponding Standard, (ii) fails to conform to applicable governmental requirements, (iii) requires building services beyond the level Landlord has agreed to provide Tenant under this Lease, or (iv) would have an adverse aesthetic impact from the exterior of the Premises. The Tenant will be responsible general contractor for the technical design and the ultimate acceptability of any clean room and related equipment. B. Landlord shall use a licensed general contractor (selected by competitive bidding by at least two licensed general contractors) and that contractor’s selected subcontractors to construct the Premises. Landlord shall enter into a “lump sum” construction contract (the “TI Contract”) with the TI Contractor for construction of the Tenant Improvements. Landlord shall cause , Tenant will be allowed to occupy the Tenant Improvements to be constructed in a good and workmanlike manner in accordance with Exhibit E. C. The TI Contractor and each of its subcontractors shall comply with Landlord’s requirements as generally imposed on third party contractors, including without limitation all insurance coverage requirements and the obligation to furnish appropriate certificates of insurance to Landlord, Premises twenty-one (21) days prior to commencement of construction or the Tenant Improvements work. A construction schedule shall be provided Anticipated Commencement Date in order to Landlord and Tenant prior to commencement of the construction of the Tenant Improvements workinstall furniture, and weekly updates shall be supplied during the progress of the work. D. The Tenant Improvements work shall be prosecuted at all times in accordance with all statefixtures, federal and local laws, regulations and ordinance, including without limitation all OSHA equipment and other safety lawsspecial tenant improvements including but not limited to, the Americans with Disabilities Act telephones and millwork, but subject to "Tenant Delay" (“ADA”) and all applicable governmental permit and code requirements. E. Tenant hereby designates defined below). Additionally, Tenan▇ ▇▇▇ Landl▇▇▇ ▇▇▇▇ D’ippolilo▇e that all the terms, Telephone No [***]. conditions, and covenants of the Lease will have full effect as its representativeof the date Tenant takes possession of the Premises, agent and attorney-in-fact for except that Tenant will not be obligated to pay rent or additional rent until the purpose of receiving notices, approving submittals and issuing requests for Changes and Landlord shall be entitled to rely upon authorizations and directives of such persons as if given directly by Tenant. Tenant may amend the designation of its construction representative(s) at any time upon delivery of written notice to LandlordCommencement Date.

Tenant Improvements. The tenant improvement work (“Upon execution of this Lease by Tenant Improvements”) and the delivery thereof to Landlord, Landlord shall consist of the work required to complete certain make improvements to the Premises pursuant to Article 1, Section 14 and this Exhibit D of the Lease based on a working floor drawing attached as Exhibit E (“Approved Drawings”). Landlord shall contract with an architect and a general contractor, which general contractor shall be chosen as the result of a competitive two bid process described below to construct the "Tenant Improvements. The Tenant Improvements work shall be undertaken and prosecuted ") in accordance with Plans and Specifications to be prepared by Landlord and approved in writing by Tenant, which approval shall not be unreasonably withheld. Once the following requirements: A. It Plans and Specifications are acceptable to both parties, it is understood agreed that except same shall be attached hereto and become a part of this Lease, being identified as Schedule B. All materials shall be building-standard materials unless otherwise specified in Schedule B. Except as otherwise specifically provided belowin this Lease, Landlord shall not be responsible for performing or paying for the moving or installation of telephone and computer systems, wiring or cabling, or the acquisition, moving or installation of Tenant's furnishings, fixtures and equipment in the Premises. Landlord agrees to bear the cost of the Tenant Improvements in an amount not to exceed Four Dollars and Fifty Cents ($4.50) per square foot of the Rental Area of the Premises ("Tenant Allowance"). Tenant covenants and agrees to pay to Landlord all costs and expenses incurred by Landlord in performing the Tenant Improvements in excess of the Tenant Allowance and to make such payment within thirty (30) days after receipt of an invoice for same from Landlord. Any excess of the Tenant Allowance over the total cost of constructing the Tenant Improvements shall only include actual belong solely to Landlord. Any other initial improvements to the Premises approved by Landlord as provided not shown on the Plans and Specifications or any special equipment installed in Article 1the Premises on behalf of Tenant (i.e. UPS power supply, Section 14 and Exhibit Esupplemental HVAC, and shall exclude (but not by way of limitation) Tenant’s furniture, trade fixtures, partitions, equipment and signage improvements, if any. Further, the Tenant Improvements shall incorporate Landlord’s building standard materials and specifications (“Standards”). No deviations from the Standards may be requested by Tenant with respect to doors and frames, finish hardware, entry graphics, the ceiling system, light fixtures and switches, mechanical systems, life and safety systems, and/or window coverings. All other non-standard items (“Non-Standard Improvements”etc.) shall be subject to the Landlord's prior written approval of and such improvements and/or equipment shall be constructed or installed by Landlord, which may and the cost thereof shall be withheld in paid by Tenant to Landlord within thirty (30) days following receipt of an invoice for same from Landlord’s reasonable discretion. Any amounts payable by Tenant hereunder shall include Landlord's standard construction management fee, not to exceed thirteen and one-half percent (13-1/2%), computed on the total cost of construction, including but not limited to the cost of developing, preparing and modifying construction drawings. Landlord shall in no event be required covenants and agrees to approve any Non-Standard competitively bid the Tenant Improvement if Landlord determines that such improvements (i) is of a lesser quality than the corresponding Standardwork and, (ii) fails to conform to applicable governmental requirementsupon request by Tenant, (iii) requires building services beyond the level Landlord has agreed to provide Tenant under this Leasewith copies of all bids and/or contracts for construction services, or (iv) would have an adverse aesthetic impact from the exterior of the Premises. The provided, Tenant will be responsible for the technical design understands and the ultimate acceptability of any clean room and related equipment. B. agrees that Landlord shall use a licensed general contractor (selected by competitive bidding by at least two licensed general contractors) and that contractor’s selected subcontractors have the right to construct make the Premises. Landlord shall enter into a “lump sum” construction contract (the “TI Contract”) with the TI Contractor for construction of the Tenant Improvements. Landlord shall cause the Tenant Improvements to be constructed in a good and workmanlike manner in accordance with Exhibit E. C. The TI Contractor and each of its subcontractors shall comply with Landlord’s requirements as generally imposed on third party contractors, including without limitation final selection from all insurance coverage requirements and the obligation to furnish appropriate certificates of insurance to Landlord, prior to commencement of construction or the Tenant Improvements work. A construction schedule shall be provided to Landlord and Tenant prior to commencement of the construction of the Tenant Improvements work, and weekly updates shall be supplied during the progress of the work. D. The Tenant Improvements work shall be prosecuted at all times in accordance with all state, federal and local laws, regulations and ordinance, including without limitation all OSHA and other safety laws, the Americans with Disabilities Act (“ADA”) and all applicable governmental permit and code requirements. E. Tenant hereby designates ▇▇▇▇ D’ippolilo, Telephone No [***]. as its representative, agent and attorney-in-fact for the purpose of receiving notices, approving submittals and issuing requests for Changes and Landlord shall be entitled to rely upon authorizations and directives of such persons as if given directly by Tenant. Tenant may amend the designation of its construction representative(s) at any time upon delivery of written notice bids submitted to Landlord.

Tenant Improvements. The tenant improvement work (“Tenant Improvements”) shall consist of the work required to complete certain improvements to accepts the Premises pursuant in its "as is" condition, subject to Article 1, Section 14 and this Exhibit D of Landlord (a) delivering the Lease based on a working floor drawing attached as Exhibit E (“Approved Drawings”). Landlord shall contract with an architect and a general contractor, which general contractor shall be chosen as the result of a competitive two bid process described below Premises to construct the Tenant Improvements. The Tenant Improvements work shall be undertaken and prosecuted in accordance with the plumbing in working order and (b) completing the following requirements: A. It is understood that except as provided belowimprovements, the Tenant Improvements shall only include actual improvements to the Premises approved by Landlord as provided in Article 1at Landlord's sole cost and expense, Section 14 and Exhibit E, and shall exclude (but not by way of limitation) Tenant’s furniture, trade fixtures, partitionsusing materials, equipment and signage improvements, if any. Further, the Tenant Improvements shall incorporate Landlord’s building standard materials and specifications (“Standards”). No deviations from the Standards may be requested by Tenant with respect procedures acceptable to doors and frames, finish hardware, entry graphics, the ceiling system, light fixtures and switches, mechanical systems, life and safety systems, and/or window coverings. All other non-standard items (“Non-Standard Improvements”) shall be subject to the prior approval of Landlord, which may be withheld in Landlord’s reasonable 's sole discretion. Landlord shall in no event be required to approve any Non-Standard Improvement if Landlord determines that such improvements : (ia) is replace the existing roof membrane over the Premises; and (b) replace each of a lesser quality than the corresponding Standard, (ii) fails to conform to applicable governmental requirements, (iii) requires building services beyond existing HVAC units on the level Landlord has agreed to provide Tenant under this Lease, or (iv) would have an adverse aesthetic impact from the exterior roof of the Premises. The Tenant will be responsible for work described in sections 3(a) and (b) above is hereinafter referred to as the technical design and the ultimate acceptability of any clean room and related equipment"IMPROVEMENTS. B. " Landlord shall use a licensed general contractor commercially reasonable efforts to substantially complete the Improvements within sixty (selected by competitive bidding by at least two licensed general contractors60) days after the Commencement Date (the "COMPLETION DATE"). If Landlord fails to substantially complete the Improvements on or before the Completion Date, Tenant shall receive one (1) day of abated Base Rent for each day after the Completion Date that the Improvements are not substantially completed, and that contractor’s selected subcontractors to construct the Premises. Landlord shall enter into have no other liability to Tenant for its failure to substantially complete the Improvements on or before the Completion Date. The initial term of this Lease shall be extended for one (1) day for each day Tenant receives abated Base Rent pursuant to the previous sentence. The Base Rent payable for the extended Lease term shall be prorated on a “lump sum” construction contract (daily basis using the “TI Contract”) with Base Rent due for the TI Contractor for 86th month of the initial Lease Term. Tenant acknowledges and agrees that the construction of the Improvements (the "CONSTRUCTION ACTIVITIES") may be completed by Landlord, from time to time, while Tenant is completing its tenant improvements and/or is occupying the Premises and that such activities may disrupt the completion by Tenant of its tenant improvements and Tenant's business operations. Tenant shall not complete its tenant improvements in a manner that will hinder, delay or increase the cost of the Improvements. Landlord shall cause use reasonable efforts to keep Tenant informed of Landlord's construction schedule. Landlord's contractors shall have the Tenant Improvements right to be constructed in a good and workmanlike manner in accordance with Exhibit E. C. The TI Contractor and each of its subcontractors shall comply with Landlord’s requirements as generally imposed on third party contractors, including without limitation all insurance coverage requirements and enter the obligation Premises from time to furnish appropriate certificates of insurance time to Landlord, prior to commencement of construction or facilitate the Tenant Improvements work. A construction schedule shall be provided to Landlord and Tenant prior to commencement completion of the construction of the Tenant Improvements work, and weekly updates shall be supplied during the progress of the workImprovements. D. The Tenant Improvements work shall be prosecuted at all times in accordance with all state, federal and local laws, regulations and ordinance, including without limitation all OSHA and other safety laws, the Americans with Disabilities Act (“ADA”) and all applicable governmental permit and code requirements. E. Tenant hereby designates ▇▇▇▇ D’ippolilo, Telephone No [***]. as its representative, agent and attorney-in-fact for the purpose of receiving notices, approving submittals and issuing requests for Changes and Landlord shall be entitled to rely upon authorizations and directives of such persons as if given directly by Tenant. Tenant may amend the designation of its construction representative(s) at any time upon delivery of written notice to Landlord.

Tenant Improvements. The tenant improvement work (“Unless specified otherwise herein, Tenant Improvements”) shall consist bear and pay the cost of the work required to complete certain improvements to Tenant Improvements (which cost shall include, without limitation, the Premises pursuant to Article 1costs of construction as provided for in the Tenant Improvement Contractor's contract, Section 14 the cost of permits, and this Exhibit D of the Lease based on a working floor drawing attached as Exhibit E (“Approved Drawings”). Landlord shall contract all architectural, design, space planning, and engineering services obtained by Tenant in connection with an architect and a general contractor, which general contractor shall be chosen as the result of a competitive two bid process described below to construct the Tenant Improvements. The , 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 work 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 undertaken 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 prosecuted 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 below, Landlord shall make progress payments from the Tenant Improvement Allowance to Tenant in accordance with the following requirementsprovisions of this Paragraph 2, as follows: A. It is understood that except as provided below, the Tenant Improvements shall only include actual improvements to the Premises approved by Landlord as provided in Article 1, Section 14 and Exhibit E, and shall exclude (but not by way of limitation) Tenant’s furniture, trade fixtures, partitions, equipment and signage improvements, if any. Further, the Tenant Improvements shall incorporate Landlord’s building standard materials and specifications (“Standards”). No deviations from the Standards may be requested by Tenant with respect to doors and frames, finish hardware, entry graphics, the ceiling system, light fixtures and switches, mechanical systems, life and safety systems, and/or window coverings. All other non-standard items (“Non-Standard Improvements”) shall be subject to the prior approval of Landlord, which may be withheld in Landlord’s reasonable discretion. Landlord shall in no event be required to approve any Non-Standard Improvement if Landlord determines that such improvements (i) is of a lesser quality Not later than the corresponding Standard, (ii) fails 25th day of each month Tenant shall submit applications for payment to conform to applicable governmental requirements, (iii) requires building services beyond the level Landlord has agreed to provide Tenant under this Lease, or (iv) would have an adverse aesthetic impact from the exterior of the Premises. The Tenant will be responsible for the technical design and the ultimate acceptability of any clean room and related equipment. B. Landlord shall use a licensed general contractor (selected by competitive bidding by at least two licensed general contractors) and that contractor’s selected subcontractors to construct the Premises. Landlord shall enter into a “lump sum” construction contract (the “TI Contract”) with the TI Contractor for construction of the Tenant Improvements. Landlord shall cause the Tenant Improvements to be constructed in a good and workmanlike manner in accordance with Exhibit E. C. The TI Contractor and each of its subcontractors shall comply with Landlord’s requirements as generally imposed on third party contractors, including without limitation all insurance coverage requirements and the obligation to furnish appropriate certificates of insurance form reasonably acceptable to Landlord, prior to commencement including Tenant Improvement Contractor's Application and Certification for Payment AIA G702 certified by Tenant Improvement Architect, and certified as correct by an authorized representative of construction or the Tenant Improvements work. A construction schedule shall be provided to Landlord and Tenant prior to commencement Tenant, for payment of that portion of the construction cost of the Tenant Improvements allocable to labor, materials and equipment incorporated in the Building during the period from the first day of the same month projected through the last day of the month. Each application for payment shall set forth such information and shall be accompanied by copies of such supporting documentation as shall be reasonably requested by Landlord, including the following: (A) Invoices and canceled checks. (B) Fully executed conditional lien releases in the form prescribed by 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 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 Tenant Improvement Allowance, and the denominator of which is 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 entire Tenant Improvement Allowance on account of such Tenant Improvement work, and weekly updates shall be supplied during the progress of the work. D. The Tenant Improvements work shall be prosecuted at all times in accordance with all state, federal and local laws, regulations and ordinance, including without limitation all OSHA and other safety laws, the Americans with Disabilities Act (“ADA”) and all applicable governmental permit and code requirements. E. Tenant hereby designates b▇▇▇▇▇▇▇ D’ippolilo, Telephone No [***]. as its representative, agent and attorney-in-fact for the purpose of receiving notices, approving submittals and issuing requests for Changes and Landlord shall be entitled to rely upon authorizations and directives of such persons as if given directly paid entirely by Tenant. If upon completion of the Tenant may amend Improvement work and payment in full to the designation Tenant Improvement Contractor, the architect and engineer, and payment in full of its construction representative(sall fees and permits, the portion of the cost of the Tenant Improvement work, architects' and engineers' fees, permits and fees theretofore paid by Landlord is less than the Tenant Improvement Allowance, Landlord shall reimburse Tenant for costs expended by Tenant for Tenant Improvement work up to the amount by which the Tenant Improvement Allowance exceeds the portion of such cost theretofore paid by Landlord. Landlord shall have no obligation to advance the Tenant Improvement Allowance to the extent it exceeds the total cost of the Tenant Improvement work. In no event shall Landlord have any responsibility for the cost of the Tenant Improvement work in excess of the 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 Tenant Improvement Contractor in connection with the Tenant Improvement work have, in fact, been paid. (iv) at Notwithstanding anything to the contrary herein, Landlord shall have no obligation to disburse any time upon delivery portion of written notice the Tenant Improvement Allowance so long as a Letter of Credit satisfying the requirements of Paragraph 3.7(b) of the Lease has not been received by Landlord from Tenant and remains in effect. The foregoing shall not apply to Landlordthe Test Fit Allowance.

Tenant Improvements. The (1) Lessor will provide for the tenant improvement work improvements (“"Tenant Improvements”") shall consist of indicated on the work required to complete certain improvements to the Premises pursuant to Article 1, Section 14 and this Exhibit D of the Lease based on a working floor drawing improvement estimate attached as Exhibit E (“Approved Drawings”). Landlord shall contract with an architect and a general contractor"B", which general contractor shall be chosen as the result of a competitive two bid process described below is mutually acceptable to construct the Tenant Improvementsboth Lessor and Lessee. The Tenant Improvements work shall be undertaken and prosecuted in accordance with the following requirements: A. It is understood that except as provided below, space plan for the Tenant Improvements ("Space Plan") shall only include actual improvements to the Premises approved be prepared by Landlord as provided in Article 1, Section 14 H▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and Exhibit E, Associates Architecture and shall exclude (but not by way of limitation) Tenant’s furniture, trade fixtures, partitions, equipment and signage improvements, if any. Further, the Tenant Improvements shall incorporate Landlord’s building standard materials and specifications (“Standards”). No deviations from the Standards may be requested by Tenant with respect to doors and frames, finish hardware, entry graphics, the ceiling system, light fixtures and switches, mechanical systems, life and safety systems, and/or window coverings. All other non-standard items (“Non-Standard Improvements”) shall be subject to the prior approval of LandlordLessor and L▇▇▇▇▇. Lessee shall be responsible for executing a written fixed Price Contract between L▇▇▇▇▇ and H▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and Associates, which may whose fee will be paid out of the Tenant Improvement Allowance referenced in Paragraph 49.2 below. The parties anticipate that certain changes will be made to Exhibit "B" in the course of finalizing the Space Plan, and the parties' approval of the Space Plan shall not be unreasonably withheld or delayed. Lessor shall cause working drawings ("Working Drawings") to be prepared in Landlord’s reasonable discretionconformance with the approved Space Plan. Landlord Lessee shall in no event be required have the right to approve any Non-Standard Improvement the Working Drawings within two (2) business days after L▇▇▇▇▇'s receipt, but approval shall not be unreasonably withheld if Landlord determines the Working Drawings are in conformance with the approval Space Plan. Lessor's agent, L▇▇▇▇▇▇ Construction, shall construct the Tenant Improvements in accordance with Exhibit "B" the approved Working Drawings. Lessor shall be deemed to have completed the Tenant Improvements and to have delivered possession of the Property to Lessee for purposes of commencing the Lease Term when L▇▇▇▇▇'s architect certifies to Lessee in writing that such improvements the Tenant Improvements have been completed in accordance with the approved Working Drawings, with no more than minor "punch list" items to be corrected. (2) The costs of Tenant Improvements, including construction costs, construction drawings, space planning, permits and fees, shall be allocated between the parties as follows: (i) is Lessor shall pay such costs up to a maximum of a lesser quality than the corresponding Standard, $1,120,000.00; (ii) fails to conform to applicable governmental requirements, (iii) requires building services beyond the level Landlord has agreed to provide Tenant under this Lease, or (iv) would have an adverse aesthetic impact from the exterior of the Premisesany excess costs above $1,120,000.00 shall be covered by a contract between L▇▇▇▇▇▇ Construction and Lessee. The Tenant will Lessee shall be responsible for the technical design paying these excess costs directly to L▇▇▇▇▇▇ Construction. ----------------------------------------------------------------------------- ADDENDUM TO AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION STANDARD INDUSTRIAL / COMMERCIAL SINGLE-TENANT LEASE - NET DATED DECEMBER 19, 1998 BY AND BETWEEN MITSUI FUDOSAN (USA), INC., A CALIFORNIA CORPORATION, AS LESSOR, AND PACIFIC RESEARCH AND ENGINEERING CORPORATION, A CALIFORNIA CORPORATION, AS LESSEE =============================================================================== (3) Each Party shall take all necessary actions and the ultimate acceptability of any clean room and related equipment. B. Landlord shall use a licensed general contractor (selected by competitive bidding by at least two licensed general contractors) and that contractor’s selected subcontractors to construct the Premises. Landlord shall enter into a “lump sum” construction contract (the “TI Contract”) grant all necessary approvals in compliance with the TI Contractor for construction schedule ("Tenant Improvement Schedule") attached hereto as Exhibit "C" in order to facilitate timely completion of the Tenant Improvements. Landlord shall cause the Tenant Improvements to be constructed in a good and workmanlike manner in accordance with Exhibit E. C. The TI Contractor and each of its subcontractors shall comply with Landlord’s requirements as generally imposed on third party contractors, including without limitation all insurance coverage requirements and the obligation to furnish appropriate certificates of insurance to Landlord, prior to commencement of construction or the Tenant Improvements work. A construction schedule shall be provided to Landlord and Tenant prior to commencement of the construction of the Tenant Improvements work, and weekly updates shall be supplied during the progress of the work. D. The Tenant Improvements work shall be prosecuted at all times in accordance with all state, federal and local laws, regulations and ordinance, including without limitation all OSHA and other safety laws, the Americans with Disabilities Act (“ADA”) and all applicable governmental permit and code requirements. E. Tenant hereby designates ▇▇▇▇ D’ippolilo, Telephone No [***]. as its representative, agent and attorney-in-fact for the purpose of receiving notices, approving submittals and issuing requests for Changes and Landlord shall be entitled to rely upon authorizations and directives of such persons as if given directly by Tenant. Tenant may amend the designation of its construction representative(s) at any time upon delivery of written notice to Landlord.

Tenant Improvements. The (a) Lessor shall pay to Lessee a tenant improvement work allowance (the “Allowance”) in an amount equal to One Million Four Hundred Five Thousand Six Hundred Sixty Four Dollars ($1,405,664.00) based on Fifty Two Dollars per square foot, for the purpose of constructing Lessee’s tenant improvements in the Premises (“Tenant Improvements”) ). There shall consist be no deduction from the Allowance for the cost of any Lessor’s Work identified in Paragraph 5 and in Exhibit B. Such Allowance shall be used toward the work required to complete certain improvements to the Premises pursuant to Article 1hard costs, Section 14 design fees and permitting costs associated with a mutually agreeable space plan approved by Lessor and Lessee in accordance with Paragraph 12 of this Exhibit D of the Lease based on a working floor drawing attached as Exhibit E (“Approved DrawingsLessee’s Work”). Landlord The Allowance shall contract not be used for Lessee’s trade fixtures, equipment, furniture, movable furniture partitions or other personal property. Except for reasonable 3rd party review/inspection fees incurred by Lessor relating exclusively to the plans for or performance of Lessee’s Work (not to exceed $2,500.00 per project per calendar year), Lessee shall not be obligated to pay any review fees or supervisory fees to Lessor in connection with an architect and a general contractor, which general contractor shall be chosen as the result performance of a competitive two bid process described below Lessee’s Work. (b) Lessor will make payments to construct Lessee from the Allowance to reimburse Lessee for the costs Lessee incurs in constructing the Tenant Improvements. The Tenant Improvements work All payments of the Allowance shall be undertaken made on a progress payment basis (not more frequently than once per month) and prosecuted in accordance with only upon Lessee’s satisfaction of the following requirements:conditions (the “Allowance Conditions”): (i) receipt by Lessor of conditional mechanics’ lien releases for the current payment, and unconditional mechanics’ lien releases for previous payments, from Lessee’s general contractor and all subcontractors, labor suppliers and material suppliers for work performed by them at the Premises under contracts that are in excess of $5,000 to the date of such request; (ii) receipt by Lessor of any and all documentation reasonably required by Lessor detailing the work that has been completed and the materials and supplies used, including, without limitation, invoices, bills, or statements for the work completed and the materials and supplies used all through the date of such request; and (iii) Lessee’s general contractor’s certification of the work that has been completed and confirming that all work and materials billed for have been completed and installed in the Premises. In the event that Lessor fails to pay the Allowance (or any portion thereof) within the time and in the manner required hereunder, interest at the rate of ten percent (10%) per annum shall accrue on the unpaid portion thereof from the date payment was due until paid or otherwise recouped in full, and Lessee shall have the right to offset the unpaid amount (plus interest thereon as aforesaid) against any Rents coming due under this Lease. A. It is understood that except as provided below, (c) Lessee may work with contractors and subcontractors of Lessee’s choice to complete the Tenant Improvements shall only include actual improvements to the Premises approved by Landlord as provided in Article 1, Section 14 and Exhibit E, and shall exclude (but not by way of limitation) Tenant’s furniture, trade fixtures, partitions, equipment and signage improvements, if any. Further, the Tenant Improvements shall incorporate Landlord’s building standard materials and specifications (“Standards”). No deviations be paid from the Standards may be requested Allowance or paid by Tenant with respect to doors and frames, finish hardware, entry graphics, the ceiling system, light fixtures and switches, mechanical systems, life and safety systems, and/or window coveringsLessee. All other non-standard items (“Non-Standard Improvements”) The selection of the general contractor for Lessee’s tenant improvements shall be subject to the prior Lessor’s approval of Landlordwhich shall not be unreasonably withheld, which may be withheld in Landlord’s reasonable discretionconditioned or delayed. Landlord Lessor shall in no event be required to approve any Non-Standard Improvement if Landlord determines that such improvements (i) is of a lesser quality than the corresponding Standard, (ii) fails to conform to applicable governmental requirements, (iii) requires building services beyond the level Landlord has agreed to provide Tenant under this Lease, or (iv) would have an adverse aesthetic impact from the exterior of the Premises. The Tenant will not be responsible for the technical system design and or the ultimate acceptability of any clean room and related equipment. B. Landlord shall use a licensed equipment specified by Lessee or its general contractor (selected by competitive bidding by at least two licensed general contractors) and that contractor’s selected subcontractors to construct the Premises. Landlord shall enter into a “lump sum” construction contract (the “TI Contract”) with the TI Contractor for construction of the Tenant Improvements. Landlord shall cause the The Tenant Improvements to will be constructed in a good and workmanlike manner in accordance with Exhibit E. C. The TI Contractor and each of its subcontractors shall comply with Landlord’s requirements as generally imposed on third party contractors, including without limitation all insurance coverage requirements and the obligation to furnish appropriate certificates of insurance to Landlord, prior to commencement of construction or the Tenant Improvements work. A construction schedule shall be provided to Landlord and Tenant prior to commencement of the construction of the Tenant Improvements work, and weekly updates shall be supplied during the progress of the work. D. The Tenant Improvements work shall be prosecuted at all times in accordance full compliance with all state, federal and local applicable laws, regulations and ordinancerequirements of the Ground Lease (as defined below), including without limitation all OSHA and other safety laws, the Americans with Disabilities Act (“ADA”) and all applicable governmental permit and code requirementscurrent Building Codes. E. Tenant hereby designates ▇▇▇▇ D’ippolilo, Telephone No [***]. as its representative, agent and attorney-in-fact for the purpose of receiving notices, approving submittals and issuing requests for Changes and Landlord shall be entitled to rely upon authorizations and directives of such persons as if given directly by Tenant. Tenant may amend the designation of its construction representative(s) at any time upon delivery of written notice to Landlord.

Tenant Improvements. The tenant improvement work 3.1 Landlord and Tenant agree that the total cost of designing and constructing the Expansion Premises Tenant Improvements and the Landlord Work (collectively, the “Tenant Improvements”) shall consist is estimated to be Six Hundred Thousand and No/100 ($600,000.00). In the event that Landlord reasonably determines that the total cost of the work required Tenant Improvements will exceed Six Hundred Thousand and No/100 ($600,000.00), Landlord and Tenant shall cooperate, using commercially reasonable good faith efforts, to complete certain improvements make reasonable changes to the Premises pursuant Approved Working Drawings to Article 1effectuate cost savings; provided, Section 14 and this Exhibit D that Tenant shall not be obligated to agree to any such changes that unreasonably or materially change the overall nature or quality of the Lease based on a working floor drawing attached as Exhibit E (“Approved Drawings”). Landlord shall contract with an architect and a general contractor, which general contractor shall be chosen as the result of a competitive two bid process described below to construct the Tenant Improvements. The Tenant Improvements work , and further provided, that no such changes shall be undertaken and prosecuted in accordance with considered "revisions, changes, or substitutions" for purposes of Section 3.2 below. 3.2 In the following requirements: A. It is understood event that except as provided below, the Tenant Improvements shall only include actual improvements to the Premises approved by Landlord as provided in Article 1, Section 14 and Exhibit E, and shall exclude (but not by way of limitation) after Tenant’s furnitureexecution of this Lease, trade fixturesany revisions, partitionschanges, equipment and signage improvements, if any. Further, the Tenant Improvements shall incorporate Landlord’s building standard materials and specifications (“Standards”). No deviations from the Standards may be requested by Tenant with respect to doors and frames, finish hardware, entry graphics, the ceiling system, light fixtures and switches, mechanical systems, life and safety systems, and/or window coverings. All other non-standard items (“Non-Standard Improvements”) or substitutions shall be subject made at the behest of Tenant to the prior approval of Landlord, which may be withheld in Landlord’s reasonable discretion. Landlord shall in no event be required to approve any Non-Standard Improvement if Landlord determines that such improvements (i) is of a lesser quality than the corresponding StandardDesign Narrative, (ii) fails to conform to applicable governmental requirementsthe Test Fit Plans, or (iii) requires building services beyond the level Landlord has agreed to provide Tenant under this Lease, or (iv) would have an adverse aesthetic impact from the exterior of the Premises. The Tenant will be responsible for the technical design and the ultimate acceptability of any clean room and related equipment. B. Landlord shall use a licensed general contractor (selected by competitive bidding by at least two licensed general contractors) and that contractor’s selected subcontractors to construct the Premises. Landlord shall enter into a “lump sum” construction contract (the “TI Contract”) with the TI Contractor for construction of the Tenant Improvements. , then, except as set forth in Section 3.1 above, any additional costs which arise in connection with such revisions, changes or substitutions shall be paid by Tenant to Landlord shall cause immediately upon Landlord’s request. 3.3 Notwithstanding anything contained herein to the Tenant Improvements contrary, Landlord shall, at Landlord’s sole cost and expense, perform such work in the Expansion Premises as necessary (as determined by Landlord) to be constructed in a good and workmanlike manner in accordance with Exhibit E. C. The TI Contractor and each of its subcontractors shall comply with Landlord’s requirements as generally imposed on third party contractors, including without limitation all insurance coverage requirements and Applicable Laws (to the obligation extent required to furnish appropriate certificates obtain a certificate of insurance to Landlord, prior to commencement of construction occupancy or its legal equivalent for the Tenant Improvements work. A construction schedule shall be provided to Landlord and Tenant prior to commencement of Expansion Premises) in connection with the construction of the Expansion Floor Tenant Improvements workas set forth in the Approved Working Drawings, and weekly updates shall or as may be supplied required to comply with Applicable Laws (to the extent required to maintain a certificate of occupancy or its legal equivalent for the Expansion Premises) during the progress term of this Lease, as the work. D. The Tenant Improvements same may be extended, provided that such requirement to comply with Applicable Laws was not triggered by Tenant, which work shall be prosecuted at all times in accordance with all state, federal and local laws, regulations and ordinance, including without limitation all OSHA and other safety laws, the Americans with Disabilities Act (“ADA”) and all applicable governmental permit and code requirements.relate solely to: E. Tenant hereby designates ▇▇▇▇ D’ippolilo, Telephone No [***]. as its representative, agent and attorney-in-fact for the purpose of receiving notices, approving submittals and issuing requests for Changes and Landlord shall be entitled to rely upon authorizations and directives of such persons as if given directly by Tenant. Tenant may amend the designation of its construction representative(s) at any time upon delivery of written notice to Landlord.a. Restrooms, b. Telecommunications Closets;

Tenant Improvements. The Landlord shall provide Tenant with a tenant improvement work (“allowance equal to $____________________ which was calculated by multiplying the square footage on the twelfth floor by $6.50 and the square footage on the seventh floor by $16.50. Tenant Improvements”) shall consist be entitled to allocate the tenant improvement allowance no in excess of the work required $_____________ to complete certain improvements to the Premises pursuant to Article 1, Section 14 and this Exhibit D of the Lease based on a working floor drawing attached as Exhibit E (“Approved Drawings”)either floor. Landlord shall contract with an architect 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 a general contractorequipment, which general contractor 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 chosen as the result of a competitive two bid process described below to construct the Tenant Improvements. The Tenant Improvements work shall be undertaken and prosecuted in accordance with the following requirements: A. It is understood that except as provided below, the Tenant Improvements shall only include actual improvements to the Premises approved by Landlord as provided in Article 1, Section 14 and Exhibit E, and shall exclude (but not by way of limitation) Tenant’s furniture, trade fixtures, partitions, equipment and signage improvements, if any. Further, the Tenant Improvements shall incorporate Landlord’s building standard materials and specifications (“Standards”). No deviations from the Standards may be requested paid for by Tenant with respect to doors and frames, finish hardware, entry graphics, the ceiling system, light fixtures and switches, mechanical systems, life and safety systems, and/or window coverings. All other non-standard items (“Non-Standard Improvements”) shall be subject to the prior approval of Landlord, which may be withheld in Landlord’s reasonable discretion. Landlord shall in no event be required to approve any Non-Standard Improvement if Landlord determines that such improvements (i) is of a lesser quality than the corresponding Standard, (ii) fails to conform to applicable governmental requirements, (iii) requires building services beyond the level Landlord has agreed to provide Tenant under this Lease, or (iv) would have an adverse aesthetic impact from the exterior of the Premises. The Tenant will be responsible for the technical design and the ultimate acceptability of any clean room and related equipment. B. Landlord shall use a licensed general contractor (selected by competitive bidding by at least two licensed general contractors) and that contractor’s selected subcontractors to construct the Premises. Landlord shall enter into a “lump sum” construction contract (the “TI Contract”) with the TI Contractor for construction of the Tenant Improvements. Landlord shall cause the Tenant Improvements to be constructed in a good and workmanlike manner in accordance with Exhibit E. C. The TI Contractor and each of its subcontractors shall comply with Landlord’s requirements as generally imposed on third party contractors, including without limitation all insurance coverage requirements and the obligation to furnish appropriate certificates of insurance to Landlord, prior to commencement of construction or the Tenant Improvements workconstruction. A construction schedule shall be provided to Landlord and Tenant shall approve final plans and Tenant Improvement expenses prior to commencement of the construction by the approved contractor(s). Tenant shall have the right to competitively bid the Tenant Improvement work, and select the contractor, subcontractors and be responsible for the Tenant Improvement work. Landlord shall have the right to approve the contractor(s), subcontractor(s) and the final construction contracts, which approval shall not be unreasonably withheld or delayed. If the Landlord is responsible for construction management and completion of the Tenant Improvements workImprovements, and weekly updates Landlord shall be supplied during the progress receive an administrative fee for Landlord's actual costs not to exceed $.50/RSF. Any unused portion of the workTenant Improvement allowance shall not be credited against Base Rent. D. The Tenant Improvements work shall be prosecuted at all times in accordance with all state, federal and local laws, regulations and ordinance, including without limitation all OSHA and other safety laws, the Americans with Disabilities Act (“ADA”) and all applicable governmental permit and code requirements. E. Tenant hereby designates ▇▇▇▇ D’ippolilo, Telephone No [***]. as its representative, agent and attorney-in-fact for the purpose of receiving notices, approving submittals and issuing requests for Changes and Landlord shall be entitled to rely upon authorizations and directives of such persons as if given directly by Tenant. Tenant may amend the designation of its construction representative(s) at any time upon delivery of written notice to Landlord.

Tenant Improvements. The tenant improvement work (“On or before November 1, 1995, Tenant Improvements”) shall consist of submit to Landlord, for Landlord's approval, plans and specifications for the work required to complete certain interior improvements to the Premises pursuant (the "Plans and Specifications"). If disapproved by Landlord, Tenant will review the Plans and Specifications in order to Article 1, Section 14 and this Exhibit D incorporate Landlord's comments. On approval of the Lease based on Plans and Specifications by Landlord, the Plans and Specifications shall be attached to and shall become a working floor drawing attached as Exhibit E (“Approved Drawings”)part of this Lease. Landlord shall contract complete the improvements described in the Plans and Specifications ("Improvements") for a total cost not to exceed $12.50 per rentable square foot of the Premises ("Improvements Allowance"). In the event that the cost of the Improvements exceeds $12.50 per rentable square foot of the Premises, all such excess costs shall be paid by Tenant to Landlord upon demand for payment from Landlord. If the cost of the Improvements is less than $12.50 per rentable square feet of the Premises, such difference shall be credited against Rent due and owing to Landlord under this Lease; provided, however, that the total Rent credit shall not exceed the sum equal to the number of rentable square feet of the Premises multiplied by $3.00. Upon substantial completion of the Improvements, Landlord shall notify Tenant and Landlord and Tenant shall conduct a joint inspection of the Premises during which they will develop a mutually agreeable punchlist of items to be completed by Landlord. Tenant's occupancy of the Premises shall be deemed to constitute acceptance of the Premises and acknowledgment by Tenant that Landlord has fully complied with an architect its obligations hereunder to construct and a general contractordeliver the Premises to Tenant, except for punchlist items, which general contractor shall be chosen as completed by Landlord within a reasonable time thereafter. Landlord shall have the result right to enter the Premises to complete or repair any such punchlist items and entry by Landlord, its agents, servants, employees or contractors for such purpose shall not constitute a constructive eviction in whole or in part, entitle Tenant to any abatement of a competitive two bid process described below Rent, relieve Tenant of any of its obligations under this Lease or impose any liability upon Landlord or its agents, servants, employees or contractors. Except for the Improvements, Tenant accepts the Premises in its "AS IS" condition and agrees and acknowledges that Landlord is not obligated to construct the Tenant Improvements. The Tenant Improvements work shall be undertaken and prosecuted in accordance with the following requirements: A. It is understood that except as provided below, the Tenant Improvements shall only include actual make any alterations or improvements to the Premises approved by Landlord as provided in Article 1, Section 14 and Exhibit E, and shall exclude (but not by way of limitation) Tenant’s furniture, trade fixtures, partitions, equipment and signage improvements, if any. Further, the Tenant Improvements shall incorporate Landlord’s building standard materials and specifications (“Standards”). No deviations from the Standards may be requested by Tenant with respect to doors and frames, finish hardware, entry graphics, the ceiling system, light fixtures and switches, mechanical systems, life and safety systems, and/or window coverings. All other non-standard items (“Non-Standard Improvements”) shall be subject to the prior approval of Landlord, which may be withheld in Landlord’s reasonable discretion. Landlord shall in no event be required to approve any Non-Standard Improvement if Landlord determines that such improvements (i) is of a lesser quality than the corresponding Standard, (ii) fails to conform to applicable governmental requirements, (iii) requires building services beyond the level Landlord has agreed to provide Tenant under this Lease, or (iv) would have an adverse aesthetic impact from the exterior of the Premises. The Tenant will be responsible except for the technical design and the ultimate acceptability of any clean room and related equipmentImprovements. B. Landlord shall use a licensed general contractor (selected by competitive bidding by at least two licensed general contractors) and that contractor’s selected subcontractors to construct the Premises. Landlord shall enter into a “lump sum” construction contract (the “TI Contract”) with the TI Contractor for construction of the Tenant Improvements. Landlord shall cause the Tenant Improvements to be constructed in a good and workmanlike manner in accordance with Exhibit E. C. The TI Contractor and each of its subcontractors shall comply with Landlord’s requirements as generally imposed on third party contractors, including without limitation all insurance coverage requirements and the obligation to furnish appropriate certificates of insurance to Landlord, prior to commencement of construction or the Tenant Improvements work. A construction schedule shall be provided to Landlord and Tenant prior to commencement of the construction of the Tenant Improvements work, and weekly updates shall be supplied during the progress of the work. D. The Tenant Improvements work shall be prosecuted at all times in accordance with all state, federal and local laws, regulations and ordinance, including without limitation all OSHA and other safety laws, the Americans with Disabilities Act (“ADA”) and all applicable governmental permit and code requirements. E. Tenant hereby designates ▇▇▇▇ D’ippolilo, Telephone No [***]. as its representative, agent and attorney-in-fact for the purpose of receiving notices, approving submittals and issuing requests for Changes and Landlord shall be entitled to rely upon authorizations and directives of such persons as if given directly by Tenant. Tenant may amend the designation of its construction representative(s) at any time upon delivery of written notice to Landlord.

Tenant Improvements. The tenant improvement work (“Tenant Improvements”) Prior to the Rental Commencement Date, subject to Unavoidable Delays as defined below, Landlord shall consist of the work required to complete certain make improvements to the Premises pursuant ("Tenant Improvements") in accordance with plans and specifications to Article 1be prepared by Tenant’s architect, Section 14 Arris, a Design Studio, Inc. ("Plans and Specifications") and approved in writing by Landlord, which approval shall not be unreasonably withheld. Once the Plans and Specifications are acceptable to both parties, it is agreed that same shall be attached hereto and become a part of this Exhibit D Lease, being identified as Schedule B. All materials shall be building-standard materials unless otherwise specified in Schedule B. Except as otherwise specifically provided in the Tenant Allowance described below, Landlord shall not be responsible for performing or paying for the moving or installation of telephone and computer systems, wiring or cabling, or the Lease based on a working floor drawing attached as Exhibit E (acquisition, moving or installation of Tenant's furnishings, fixtures and equipment in the Premises. “Approved Drawings”)Unavoidable Delays” shall mean delays caused by labor disputes, acts of God, strikes, civil commotion, riot, war, governmental regulations or controls, adverse weather conditions, material shortages, or any other circumstances beyond the reasonable control of Landlord. Landlord shall contract permit Tenant’s qualified contractor to enter the Premises during the construction of Tenant Improvements for the purpose of installing cabling, wiring and other behind-the-walls-and-ceilings fittings that are intended for use in connection with an architect Tenant’s telephone and a general contractor, which general computer network systems; Tenant’s contractor shall be chosen as the result of a competitive two bid process described below observe all site safety requirements applicable to construct the Tenant Improvements. The Tenant Improvements work shall be undertaken and prosecuted in accordance its work, comply with the following requirements: A. It is understood that except instructions of the General Contractor as provided belowthey pertain to access and schedule, and coordinate its activities to minimize interference with other construction activities. Landlord agrees to bear the cost of the Tenant Improvements in an amount not to exceed Three Million Seventy-one Thousand Two Hundred Eighty Dollars ($3,071,280.00) ("Tenant Allowance") of which three percent (3%) constitutes Landlord’s construction management fee. Up to twenty-five percent (25%) of the Tenant Allowance may be used by Tenant for its acquisition and installation of communications, security, and audio-visual systems and furniture and for moving expenses. Landlord shall only include actual work with Tenant on an “open book” basis (including inviting four (4) qualified general contractors to bid on the contract). Tenant shall have the right to review the final bids and to choose the general contractor to perform the Tenant Improvements provided such contractor is licensed, bonded, insured and approved by Landlord, such approval not to be unreasonably withheld. Tenant covenants and agrees to pay to Landlord, as Additional Rent, all costs and expenses incurred by Landlord in performing the Tenant Improvements in excess of the Tenant Allowance and to pay fifty percent (50%) of such cost within five (5) business days after selection of the contractor and confirmation of such excess amount, and the remaining 50% within five (5) business days following Substantial Completion. In addition to the Tenant Allowance, Landlord agrees to reimburse Tenant for initial space planning services at a cost not to exceed the lesser of (a) twelve cents ($.12) per square foot of Rental Area, and (b) Seven Thousand Dollars ($7,000.00), with any excess space planning costs to be borne solely by Tenant. Any other initial improvements to the Premises not shown on the Plans and Specifications are subject to Landlord's prior written approval, in its sole discretion. Any improvements approved by Landlord as provided in Article 1, Section 14 and Exhibit Eshall be performed by Landlord, and shall exclude (the total cost of construction of such additional improvements, including but not limited to the cost of developing, preparing and modifying construction drawings, together with Landlord's construction management fee of three percent (3%), shall be paid by way Tenant to Landlord within thirty (30) days following receipt of limitation) an invoice for same from Landlord. Landlord may condition its approval of any non-standard Tenant Improvements or other initial improvements upon Tenant’s furniture, trade fixtures, partitions, equipment and signage improvements, if any. Further, the Tenant Improvements shall incorporate Landlord’s building standard materials and specifications (“Standards”). No deviations from the Standards may be requested by Tenant with respect agreement to doors and frames, finish hardware, entry graphics, the ceiling system, light fixtures and switches, mechanical systems, life and safety systems, and/or window coverings. All other remove such non-standard items (“Nonat the end of the Term and to restore the Premises to a building-Standard Improvements”) shall be subject to standard condition, including the prior approval removal of Landlord, which may be withheld in Landlord’s reasonable discretionall data cabling. Landlord shall in no event be required agrees to approve any Non-Standard Improvement if Landlord determines that such improvements (i) is of provide, on request by Tenant, a lesser quality than the corresponding Standard, (ii) fails to conform to applicable governmental requirements, (iii) requires building services beyond the level Landlord has agreed to provide Tenant under this Lease, or (iv) would have an adverse aesthetic impact from the exterior of the Premises. The Tenant will be responsible for the technical design and the ultimate acceptability of any clean room and related equipment. B. Landlord shall use a licensed general contractor (selected by competitive bidding by at least two licensed general contractors) and that contractor’s selected subcontractors to construct the Premises. Landlord shall enter into a “lump sum” construction contract (the “TI Contract”) with the TI Contractor for construction of the Tenant Improvements. Landlord shall cause the Tenant Improvements to be constructed in a good and workmanlike manner in accordance with Exhibit E. C. The TI Contractor and each preliminary indication of its subcontractors shall comply with Landlordposition regarding removal of contemplated improvements promptly following receipt of Tenant’s requirements as generally imposed on third party contractors, including without limitation all insurance coverage requirements preliminary plans and the obligation to furnish appropriate certificates of insurance to Landlord, prior to commencement of construction or the Tenant Improvements work. A construction schedule shall be provided to Landlord and Tenant prior to commencement of the construction of the Tenant Improvements work, and weekly updates shall be supplied during the progress of the workspecifications for such improvements. D. The Tenant Improvements work shall be prosecuted at all times in accordance with all state, federal and local laws, regulations and ordinance, including without limitation all OSHA and other safety laws, the Americans with Disabilities Act (“ADA”) and all applicable governmental permit and code requirements. E. Tenant hereby designates ▇▇▇▇ D’ippolilo, Telephone No [***]. as its representative, agent and attorney-in-fact for the purpose of receiving notices, approving submittals and issuing requests for Changes and Landlord shall be entitled to rely upon authorizations and directives of such persons as if given directly by Tenant. Tenant may amend the designation of its construction representative(s) at any time upon delivery of written notice to Landlord.

Tenant Improvements. The tenant Except as specifically set forth herein or in the Tenant Work Letter attached to this Third Amendment as Exhibit B (the “Tenant Work Letter”), Landlord shall not be obligated to provide or pay for any improvement work (“Tenant Improvements”) shall consist or services related to the improvement of the work required Third Expansion Premises, and Tenant shall accept the Third Expansion Premises in its presently existing, "as-is" condition, provided that Landlord shall deliver the Third Expansion Premises to complete certain improvements Tenant fully decommissioned in good, vacant, broom clean condition, and otherwise in the same condition as of the date of this Third Amendment, in compliance with all Applicable Laws (to the extent necessary to maintain a certificate of occupancy or its legal equivalent for the Third 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 Third Expansion Premises pursuant to Article 1be in good operating condition and repair and in compliance with Applicable Laws (to the extent necessary to obtain or maintain a certificate of occupancy, Section 14 and this Exhibit D or its legal equivalent, for the Third Expansion Premises) as of the Lease based on a working floor drawing attached as Exhibit E (“Approved Drawings”)Third Expansion Commencement Date. Additionally, Tenant acknowledges that it shall continue to accept the Existing Premises in its presently existing "as-is" condition, and Landlord shall contract with an architect and a general contractornot be obligated to provide or pay for any improvement work related to the improvement of the Existing Premises, which general contractor shall be chosen as the result of a competitive two bid process described below to construct the Tenant Improvements. The Tenant Improvements work shall be undertaken and prosecuted in accordance with the following requirements: A. It is understood that except as provided belowthat, the Tenant Improvements foregoing shall only include actual improvements to not relieve Landlord of any of its maintenance, repair or replacement obligations under the Premises approved by Landlord as provided in Article 1, Section 14 and Exhibit E, and shall exclude (but not by way of limitation) Tenant’s furniture, trade fixtures, partitions, equipment and signage improvementsLease, if any. FurtherTenant 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 Tenant Improvements shall incorporate Landlord’s building standard materials and specifications (“Standards”). No deviations from Third Expansion Premises, or the Standards may be requested by Tenant Building or with respect to doors and frames, finish hardware, entry graphics, the ceiling system, light fixtures and switches, mechanical systems, life and safety systems, and/or window coverings. All other non-standard items (“Non-Standard Improvements”) shall be subject to the prior approval suitability of Landlord, which may be withheld in Landlord’s reasonable discretion. Landlord shall in no event be required to approve any Non-Standard Improvement if Landlord determines that such improvements (i) is of a lesser quality than the corresponding Standard, (ii) fails to conform to applicable governmental requirements, (iii) requires building services beyond the level Landlord has agreed to provide Tenant under this Lease, or (iv) would have an adverse aesthetic impact from the exterior of the Premises. The Tenant will be responsible foregoing for the technical design and conduct of Tenant’s business in the ultimate acceptability of any clean room and related equipment. B. Landlord shall use a licensed general contractor (selected by competitive bidding by at least two licensed general contractors) and that contractor’s selected subcontractors to construct the Premises. Landlord shall enter into a “lump sum” construction contract (the “TI Contract”) with the TI Contractor for construction of the Tenant Improvements. Landlord shall cause the Tenant Improvements to be constructed in a good and workmanlike manner in accordance with Exhibit E. C. The TI Contractor and each of its subcontractors shall comply with Landlord’s requirements as generally imposed on third party contractors, including without limitation all insurance coverage requirements and the obligation to furnish appropriate certificates of insurance to Landlord, prior to commencement of construction Existing Premises or the Tenant Improvements work. A construction schedule shall be provided to Landlord and Tenant prior to commencement of the construction of the Tenant Improvements work, and weekly updates shall be supplied during the progress of the workThird Expansion Premises. D. The Tenant Improvements work shall be prosecuted at all times in accordance with all state, federal and local laws, regulations and ordinance, including without limitation all OSHA and other safety laws, the Americans with Disabilities Act (“ADA”) and all applicable governmental permit and code requirements. E. Tenant hereby designates ▇▇▇▇ D’ippolilo, Telephone No [***]. as its representative, agent and attorney-in-fact for the purpose of receiving notices, approving submittals and issuing requests for Changes and Landlord shall be entitled to rely upon authorizations and directives of such persons as if given directly by Tenant. Tenant may amend the designation of its construction representative(s) at any time upon delivery of written notice to Landlord.

Tenant Improvements. The tenant improvement work Lessor shall cause to be performed the improvements (“the "Tenant Improvements”") shall consist of the work required to complete certain improvements to in the Premises pursuant to Article 1, Section 14 in accordance with specifications approved by Lessee and this Exhibit D of Lessor (the Lease based on a working floor drawing attached as Exhibit E (“Approved Drawings”). Landlord "Specifications") which approvals shall contract with an architect and a general contractor, which general contractor shall not be chosen as the result of a competitive two bid process described below to construct the Tenant Improvementsunreasonably withheld. The Tenant Improvements work shall be undertaken and prosecuted in accordance with performed at the following requirements: A. It is understood that except as provided belowLessee's cost, subject to the Lessor's Contribution (hereinafter defined). The final Specifications for the Tenant Improvements shall only include actual improvements to be prepared by Lessor's licensed architect (or such other designated person as may be agreed upon by the Premises approved by Landlord as provided in Article 1parties, Section 14 and Exhibit Eif a licensed architect is not required for the scope of the improvements) at Lessee's cost, and shall exclude be mutually agreed upon by the parties as set forth herein. Within sixty days after this Lease Amendment is fully executed, Lessee, working with Lessor, shall furnish its proposed Specifications for Lessor's review and approval. Lessor shall, within one (but 1) week after receipt either approve such Specifications, or provide Lessee with detailed comments prepared by Lessor's architect incorporating Lessee's proposed Specifications and identifying any Lessor comments and/or modifications to the same. If Lessor provides such detailed comments, Lessee shall, with one (1) week after receipt of the same, either provide additional comments or approve of the same. Lessee shall be deemed to have approved such Plans if it does not by way of limitation) Tenant’s furniture, trade fixtures, partitions, equipment and signage improvementsprovide comments within such time period. The process described above shall be repeated, if anynecessary, until the specifications have been approved by the parties. FurtherNotwithstanding any other term or provisions hereof, the Tenant Improvements shall incorporate Landlord’s building standard materials parties agree to cooperate with each other in good faith and specifications (“Standards”). No deviations from to use their best reasonable efforts to reach agreement so as to enable Lessor to submit the Standards may be requested by Tenant with respect to doors agreed upon Specifications and framesany accompanying plans, finish hardware, entry graphics, the ceiling system, light fixtures and switches, mechanical systems, life and safety systems, and/or window coverings. All other non-standard items (“Non-Standard Improvements”) shall be subject for permit to the prior approval City of LandlordRedmond, which may be withheld in Landlord’s reasonable discretion. Landlord shall in no event be required to approve any Non-Standard Improvement if Landlord determines that such improvements (i) is of a lesser quality than the corresponding StandardWashington, (iiif required) fails to conform to applicable governmental requirementsno later than _____________________, (iii) requires building services beyond the level Landlord has agreed to provide Tenant under this Lease1998. Lessor, or (iv) would have an adverse aesthetic impact from the exterior using its business expertise and knowledge of the Premises. The Tenant will be responsible for the technical design market, and the ultimate acceptability with consultation of any clean room Lessee, shall select contractors and related equipment. B. Landlord shall use a licensed general contractor (selected by competitive bidding by at least two licensed general contractors) and that contractor’s selected or subcontractors to construct perform the Premises. Landlord shall enter into a “lump sum” construction contract (the “TI Contract”) with the TI Contractor for construction of the Tenant ImprovementsImprovements at a commercially reasonable cost. Landlord Mechanical and electrical engineers shall be selected by Lessor. Lessor shall use commercially reasonable efforts to cause the Tenant Improvements to be constructed substantially completed, except for minor "Punch List" items, on or before December 1, 1999, subject to Tenant Delays (as defined in a good Section 4 hereof) and workmanlike manner Force Majeure. Lessor, or an agent of Lessor, shall provide project management services in accordance connection with Exhibit E. C. The TI Contractor and each of its subcontractors shall comply with Landlord’s requirements as generally imposed on third party contractors, including without limitation all insurance coverage requirements and the obligation to furnish appropriate certificates of insurance to Landlord, prior to commencement of construction or the Tenant Improvements work. A construction schedule shall be provided to Landlord and Tenant prior to commencement of the construction of the Tenant Improvements work, and weekly updates the Change Orders (hereinafter defined). Such project management services shall be supplied during performed, at Lessee's cost, for a fee of five percent (5%) of all costs related to the progress preparation of the workPlans and the construction of the Initial Improvements and the Change Orders. D. The Tenant Improvements work shall be prosecuted at all times in accordance with all state, federal and local laws, regulations and ordinance, including without limitation all OSHA and other safety laws, the Americans with Disabilities Act (“ADA”) and all applicable governmental permit and code requirements. E. Tenant hereby designates ▇▇▇▇ D’ippolilo, Telephone No [***]. as its representative, agent and attorney-in-fact for the purpose of receiving notices, approving submittals and issuing requests for Changes and Landlord shall be entitled to rely upon authorizations and directives of such persons as if given directly by Tenant. Tenant may amend the designation of its construction representative(s) at any time upon delivery of written notice to Landlord.

Tenant Improvements. The tenant improvement work (“a) Landlord and Tenant Improvements”) each shall consist of the work required to complete certain improvements to the Premises pursuant to Article 1, Section 14 and this Exhibit D of the Lease based on a working floor drawing attached as Exhibit E (“Approved Drawings”). Landlord shall contract with an architect and a general contractor, which general contractor shall be chosen as the result of a competitive two bid process described below to construct the Tenant Improvements. The Tenant Improvements work shall be undertaken and prosecuted in accordance comply with the following requirements: A. It is understood that except as provided below, the provisions of Exhibit B attached hereto. Tenant Improvements shall only include actual improvements agrees to the Premises approved by cooperate with Landlord as provided in Article 1, Section 14 and Exhibit E, and shall exclude (but not by way of limitation) Tenant’s furniture, trade fixtures, partitions, equipment and signage improvements, if any. Further, the Tenant Improvements shall incorporate Landlord’s building standard materials and specifications (“Standards”). No deviations from the Standards may be requested by Tenant with respect to doors and frames, finish hardware, entry graphics, the ceiling system, light fixtures and switches, mechanical systems, life and safety systems, and/or window coverings. All other non-standard items (“Non-Standard Improvements”) shall be subject to the prior approval of Landlord, which may be withheld in Landlord’s reasonable discretion. Landlord shall in no event be required to approve any Non-Standard Improvement if Landlord determines that such improvements (i) is of a lesser quality than the corresponding Standard, (ii) fails to conform to applicable governmental requirements, (iii) requires building services beyond the level Landlord has agreed to provide Tenant under this Lease, or (iv) would have an adverse aesthetic impact from the exterior of the Premises. The Tenant will be responsible for the technical design and the ultimate acceptability of any clean room and related equipment. B. Landlord shall use a licensed general contractor (selected by competitive bidding by at least two licensed general contractors) and that contractor’s selected subcontractors to construct the Premises. Landlord shall enter into a “lump sum” construction contract (the “TI Contract”) with the TI Contractor for 's construction of the Tenant Improvements. Landlord Finish Work, and Tenant shall cause not take any action which would impede or hinder Landlord's construction of the Tenant Improvements to be constructed in a good and workmanlike manner in accordance with Exhibit E. C. The TI Contractor and each of its subcontractors shall comply with Landlord’s requirements as generally imposed on third party contractors, including without limitation all insurance coverage requirements and the obligation to furnish appropriate certificates of insurance to Landlord, prior to commencement of construction or the Finish Work. Tenant Improvements work. A construction schedule shall be provided hereby grants to Landlord and Tenant prior access to commencement the Existing Space commencing on the date hereof, for the purpose of the construction of the Tenant Improvements workFinish Work and performing the obligations of Landlord set forth in Exhibit B. Tenant acknowledges that (i) the construction of the Tenant Finish Work may affect Tenant's business, (ii) Landlord shall not be responsible for any effect such construction may have on Tenant's business, and weekly updates (iii) any such disturbance or effect in (i) or (ii) shall be supplied during not constitute a default by Landlord under the progress of the workLease as amended hereby. D. The Tenant Improvements work shall be prosecuted at all times in accordance with all state(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. ADDITIONALLY, federal and local lawsLANDLORD MAKES NO WARRANTIES, regulations and ordinanceEXPRESS OR IMPLIED, including without limitation all OSHA and other safety lawsWITH RESPECT TO THE LEASEHOLD IMPROVEMENTS IN THE EXISTING SPACE OR THE EXPANSION SPACE. ALL IMPLIED WARRANTIES WITH RESPECT THERETO, the Americans with Disabilities Act (“ADA”) and all applicable governmental permit and code requirementsINCLUDING BUT NOT LIMITED TO THOSE OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE EXPRESSLY NEGATED AND WAIVED. E. Tenant hereby designates ▇▇▇▇ D’ippolilo, Telephone No [***]. as its representative, agent and attorney-in-fact for the purpose of receiving notices, approving submittals and issuing requests for Changes and Landlord shall be entitled to rely upon authorizations and directives of such persons as if given directly by Tenant. Tenant may amend the designation of its construction representative(s) at any time upon delivery of written notice to Landlord.

Tenant Improvements. The Sublessor shall grant Sublessee an interior tenant ------------------- improvement work allowance equal to $597,450. This allowance shall be divided into one-half cash (“Tenant Improvements”$299,720), and one-half in the form of free base rent to Sublessee. Sublessor shall convey the cash portion to Sublessee on or before November 1, 1999. Sublessee shall receive six and one-half (6.5) months of free base rent. This abated rent period shall consist commence November 1, 1999 and run through May 15, 1999. (See rent schedule above, 13 a. & b.) All interior tenant improvements shall be designed and constructed by the Sublessee at Sublessee's sole cost. Sublessee will pay for all costs of architectural fees and any required permits. Sublessee shall construct said premises to meet all applicable codes including ADA requirements and codes. Sublessee shall be responsible to provide all tenant workstations and other personal property, including all telephone, data and computer equipment. Sublessor and Sublessee to approve plans and specifications covering the layout of the work required to complete certain improvements to premises and the Premises pursuant to Article 1, Section 14 and this Exhibit D scope of the Lease based on a working floor drawing attached as Exhibit E (“Approved Drawings”). Landlord shall contract with an architect and a general contractor, which general contractor shall be chosen as the result responsibility of a competitive two bid process described below to construct the Tenant Improvements. The Tenant Improvements work shall be undertaken and prosecuted in accordance with the following requirements: A. It is understood that except as provided below, the Tenant Improvements shall only include actual between Sublessor and Sublessee as stipulated in the sublease. Sublessee to install tenant improvements to the Premises approved by Landlord as provided in Article 1, Section 14 and Exhibit E, and shall exclude (but not by way of limitation) Tenant’s furniture, trade fixtures, partitions, equipment and signage improvements, if any. Further, the Tenant Improvements shall incorporate Landlord’s building standard materials and specifications (“Standards”). No deviations from the Standards may be requested by Tenant with respect to doors and frames, finish hardware, entry graphics, the ceiling system, light fixtures and switches, mechanical systems, life and safety systems, and/or window coverings. All other non-standard items (“Non-Standard Improvements”) shall be subject to the prior approval of Landlord, which may be withheld in Landlord’s reasonable discretion. Landlord shall in no event be required to approve any Non-Standard Improvement if Landlord determines that such improvements (i) is of a lesser quality than the corresponding Standard, (ii) fails to conform to applicable governmental requirements, (iii) requires building services beyond the level Landlord has agreed to provide Tenant under this Lease, or (iv) would have an adverse aesthetic impact from the exterior of the Premises. The Tenant will be responsible for the technical design and the ultimate acceptability of any clean room and related equipment. B. Landlord shall use a licensed general contractor (selected by competitive bidding by at least two licensed general contractors) and that contractor’s selected subcontractors to construct the Premises. Landlord shall enter into a “lump sum” construction contract (the “TI Contract”) with the TI Contractor for construction of the Tenant Improvements. Landlord shall cause the Tenant Improvements to be constructed in a quality, good and workmanlike manner in accordance with Exhibit E. C. The TI Contractor approved plan and each specifications in a timely fashion. Sublessee shall have full responsibility as indicated above and additionally Sublessee shall remove all mechanics liens, to satisfy all claims and meet all contract requirements with suppliers, contractors and employees arising out of its subcontractors shall comply with Landlord’s requirements as generally imposed on third party contractors, including without limitation all insurance coverage requirements and the obligation said installation of improvements. Sublessee to furnish appropriate certificates of insurance to Landlord, prior to commencement of construction or the Tenant Improvements work. A construction schedule shall be provided to Landlord and Tenant prior to commencement of the construction of the Tenant Improvements work, and weekly updates shall be supplied during the progress of the work. D. The Tenant Improvements work shall be prosecuted at all times in accordance with all state, federal and local laws, regulations and ordinance, including without limitation all OSHA and other safety laws, the Americans with Disabilities Act (“ADA”) and all applicable governmental permit and code requirements. E. Tenant hereby designates have ▇▇▇▇▇▇▇ D’ippolilocompensation and liability insurance with a minimum $500,000 per occurrence for said installation and to name Sublessor additional insured. Sublessee shall indemnify and hold harmless Sublessor for all claims of employees, Telephone No [***]. as its representativeinvitees, agent and attorney-in-fact for materialmen, or suppliers arising out of said installation, except on the purpose case of receiving notices, approving submittals and issuing requests for Changes and Landlord shall be entitled to rely upon authorizations and directives of such persons as if given directly by Tenant. Tenant may amend the designation of its construction representative(s) at any time upon delivery of written notice to LandlordSublessor's negligence.

Tenant Improvements. Subject to Landlord’s prior written approval, which approval will not be unreasonably withheld or delayed or unreasonably conditioned, Tenant shall have the right to have certain tenant improvements installed in the Premises in accordance with the provisions of the Lease and this Work Letter. The tenant improvement work (improvements approved by Landlord are referred to as the “Tenant Improvements”) . Landlord shall consist pay the cost of such Tenant Improvements up to an amount equal to $13.00 per rentable square foot of the work required to complete certain improvements Premises (the “Tenant Improvement Allowance”). The Tenant Improvement Allowance shall be used exclusively for the cost of design and construction of Tenant Improvements which will be permanently affixed to the Premises pursuant to Article 1including, but not be limited to: Landlord’s construction management fee (as described in Section 14 IV below), space planning fees, architectural fees, engineering fees, cabling, partitions, doors, door frames, hardware, paint, wall coverings, bass, floor coverings, thermostats, telephone and this Exhibit D of the Lease based on a working floor drawing attached as Exhibit E (“Approved Drawings”). Landlord shall contract with an architect electrical outlets, light switches, window coverings, all fire life safety modifications and a general contractorupgrades, which general contractor shall be chosen as the result of a competitive two bid process described below to construct the Tenant Improvementssupplemental HVAC, all applicable permit fees, building standard signage and sales tax. The Tenant Improvements work Improvement Allowance shall not be undertaken and prosecuted in accordance with the following requirements: A. It is understood that except as provided below, the Tenant Improvements shall only include actual improvements to the Premises approved by Landlord as provided in Article 1, Section 14 and Exhibit E, and shall exclude (but not by way of limitation) used for Tenant’s personal property including equipment, furniture, or trade fixtures, partitions, equipment and signage improvements, if any. Further, the Tenant Improvements shall incorporate Landlord’s building standard materials and specifications (“Standards”). No deviations from the Standards may be requested by Tenant with respect to doors and frames, finish hardware, entry graphics, the ceiling system, light fixtures and switches, mechanical systems, life and safety systems, and/or window coverings. All other non-standard items (“Non-Standard Improvements”) shall be subject to the prior approval of Landlord, which may be withheld in Landlord’s reasonable discretion. Landlord shall in no event be required to approve any Non-Standard Improvement if Landlord determines that such improvements (i) is of a lesser quality than the corresponding Standard, (ii) fails to conform to applicable governmental requirements, (iii) requires building services beyond the level Landlord has agreed to provide Tenant under this Lease, or (iv) would have an adverse aesthetic impact from the exterior of the Premises. The Tenant will be responsible for the technical design and the ultimate acceptability of any clean room and related equipment. B. Landlord shall use a licensed general contractor (selected by competitive bidding by at least two licensed general contractors) and that contractor’s selected subcontractors to construct the Premises. Landlord shall enter into a “lump sum” construction contract (the “TI Contract”) with the TI Contractor for construction of the Tenant Improvements. Landlord shall cause the Tenant Improvements to be constructed in a good and workmanlike manner in accordance with Exhibit E. C. The TI Contractor and each of its subcontractors shall comply with Landlord’s requirements as generally imposed on third party contractors, including without limitation all insurance coverage requirements and the obligation to furnish appropriate certificates of insurance to Landlord, prior to commencement of construction or the Tenant Improvements work. A construction schedule shall be provided to Landlord and Tenant prior to commencement of the construction cost of the Tenant Improvements work, and weekly updates up to the Tenant Improvement Allowance shall be supplied during applied by Landlord directly to Landlord’s contractor performing the progress work. All costs and expenses related to the Tenant Improvements in excess of the work. D. The Tenant Improvements work Improvement Allowance shall be prosecuted at all times in accordance with all state, federal and local laws, regulations and ordinance, including without limitation all OSHA and other safety laws, the Americans with Disabilities Act (“ADA”) and all applicable governmental permit and code requirements. E. Tenant hereby designates ▇▇▇▇ D’ippolilo, Telephone No [***]. as its representative, agent and attorney-in-fact for the purpose of receiving notices, approving submittals and issuing requests for Changes and Landlord shall be entitled to rely upon authorizations and directives of such persons as if given paid directly by Tenant. Tenant may amend to the designation of its construction representative(scontractor(s) at any time upon delivery of written notice to Landlordperforming the work when due.

Tenant Improvements. The tenant improvement work (“a) Landlord and Tenant Improvements”) each shall consist of the work required to complete certain improvements to the Premises pursuant to Article 1, Section 14 and this Exhibit D of the Lease based on a working floor drawing attached as Exhibit E (“Approved Drawings”). Landlord shall contract with an architect and a general contractor, which general contractor shall be chosen as the result of a competitive two bid process described below to construct the Tenant Improvements. The Tenant Improvements work shall be undertaken and prosecuted in accordance comply with the following requirements: A. It is understood that except as provided below, the provisions of Exhibit B attached hereto. Tenant Improvements shall only include actual improvements agrees to the Premises approved by cooperate with Landlord as provided in Article 1, Section 14 and Exhibit E, and shall exclude (but not by way of limitation) Tenant’s furniture, trade fixtures, partitions, equipment and signage improvements, if any. Further, the Tenant Improvements shall incorporate Landlord’s building standard materials and specifications (“Standards”). No deviations from the Standards may be requested by Tenant with respect to doors and frames, finish hardware, entry graphics, the ceiling system, light fixtures and switches, mechanical systems, life and safety systems, and/or window coverings. All other non-standard items (“Non-Standard Improvements”) shall be subject to the prior approval of Landlord, which may be withheld in Landlord’s reasonable discretion. Landlord shall in no event be required to approve any Non-Standard Improvement if Landlord determines that such improvements (i) is of a lesser quality than the corresponding Standard, (ii) fails to conform to applicable governmental requirements, (iii) requires building services beyond the level Landlord has agreed to provide Tenant under this Lease, or (iv) would have an adverse aesthetic impact from the exterior of the Premises. The Tenant will be responsible for the technical design and the ultimate acceptability of any clean room and related equipment. B. Landlord shall use a licensed general contractor (selected by competitive bidding by at least two licensed general contractors) and that contractor’s selected subcontractors to construct the Premises. Landlord shall enter into a “lump sum” construction contract (the “TI Contract”) with the TI Contractor for 's construction of the Tenant Improvements. Landlord Finish Work, and Tenant shall cause not take any action which would impede or hinder Landlord's construction of the Tenant Improvements to be constructed in a good and workmanlike manner in accordance with Exhibit E. C. The TI Contractor and each of its subcontractors shall comply with Landlord’s requirements as generally imposed on third party contractors, including without limitation all insurance coverage requirements and the obligation to furnish appropriate certificates of insurance to Landlord, prior to commencement of construction or the Finish Work. Tenant Improvements work. A construction schedule shall be provided hereby grants to Landlord and Tenant prior access to commencement the Existing Space commencing on the date thereof, for the purpose of the construction of the Tenant Improvements workFinish Work and performing the obligations of Landlord set forth in Exhibit B. Tenant acknowledges that (i) the construction of the Tenant Finish Work may affect Tenant's business, (ii) Landlord shall not be responsible for any effect such construction may have on Tenant's business, and weekly updates shall be supplied during the progress of the work(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, NOR SHALL TENANT BE ENTITLED TO ANY ALLOWANCE WITH RESPECT THERETO. ADDITIONALLY, LANDLORD MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE LEASEHOLD IMPROVEMENTS IN THE EXISTING SPACE OR THE EXPANSION SPACE. ALL IMPLIED WARRANTIES WITH RESPECT THERETO, INCLUDING BUT NOT LIMITED TO THOSE OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE EXPRESSLY NEGATED AND WAIVED. D. The Tenant Improvements work shall be prosecuted at all times in accordance with all state, federal and local laws, regulations and ordinance, including without limitation all OSHA and other safety laws, the Americans with Disabilities Act (“ADA”) and all applicable governmental permit and code requirements. E. Tenant hereby designates ▇▇▇▇ D’ippolilo, Telephone No [***]. as its representative, agent and attorney-in-fact for the purpose of receiving notices, approving submittals and issuing requests for Changes and Landlord shall be entitled to rely upon authorizations and directives of such persons as if given directly by Tenant. Tenant may amend the designation of its construction representative(s) at any time upon delivery of written notice to Landlord.

Tenant Improvements. The tenant improvement 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 “Space Plan”). 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 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 reasonably determined by Landlord) and otherwise in accordance with Building standards (collectively, the “Approved Working Drawings”). Landlord shall, at Landlord’s sole cost and expense (subject to the terms of Section 2, below), construct the improvements in the Premises (the “Tenant Improvements”) shall consist of the work required to complete certain improvements pursuant to the Premises pursuant to Article 1, Section 14 and this Exhibit D of the Lease based on a working floor drawing attached as Exhibit E (“Approved Working Drawings”). Landlord shall contract with an architect and a general contractorTenant hereby acknowledge and agree that, which general contractor shall be chosen as the result part of a competitive two bid process described below to construct the Tenant Improvements, Landlord shall construct a building standard demising wall that separately demises the Premises from other space on the 11th floor not leased by Tenant. The Tenant Improvements work shall be undertaken and prosecuted in accordance with make no changes or modifications to (i) the following requirements: A. It is understood that except as provided belowSpace Plan, or (ii) once completed, the Tenant Improvements shall only include actual improvements to the Premises approved by Landlord as provided in Article 1Approved Working Drawings, Section 14 and Exhibit E, and shall exclude (but not by way of limitation) Tenant’s furniture, trade fixtures, partitions, equipment and signage improvements, if any. Further, the Tenant Improvements shall incorporate Landlord’s building standard materials and specifications (“Standards”). No deviations from the Standards may be requested by Tenant with respect to doors and frames, finish hardware, entry graphics, the ceiling system, light fixtures and switches, mechanical systems, life and safety systems, and/or window coverings. All other non-standard items (“Non-Standard Improvements”) shall be subject to without the prior approval written consent of Landlord, which consent may be withheld in Landlord’s reasonable discretion. Landlord shall sole discretion if such change or modification would directly or indirectly delay the “Substantial Completion,” as that term is defined in no event be required to approve any Non-Standard Improvement if Landlord determines that such improvements (i) is Section 5.1 of a lesser quality than the corresponding Standardthis Tenant Work Letter, (ii) fails to conform to applicable governmental requirements, (iii) requires building services beyond the level Landlord has agreed to provide Tenant under this Lease, or (iv) would have an adverse aesthetic impact from the exterior of the Premises. The Tenant will be responsible for Premises or increase the technical design and the ultimate acceptability cost of any clean room and related equipment. B. Landlord shall use a licensed general contractor (selected by competitive bidding by at least two licensed general contractors) and that contractor’s selected subcontractors to construct the Premises. Landlord shall enter into a “lump sum” construction contract (the “TI Contract”) with the TI Contractor for construction of designing or constructing the Tenant Improvements. Landlord shall cause the Tenant Improvements to be constructed in a good and workmanlike manner in accordance with Exhibit E. C. The TI Contractor and each of its subcontractors shall comply with Landlord’s requirements as generally imposed on third party contractors, including without limitation all insurance coverage requirements and the obligation to furnish appropriate certificates of insurance to Landlord, prior to commencement of construction or the Tenant Improvements work. A construction schedule shall be provided to Landlord and Tenant prior to commencement of the construction of the Tenant Improvements work, and weekly updates shall be supplied during the progress of the work. D. The Tenant Improvements work shall be prosecuted at all times in accordance with all state, federal and local laws, regulations and ordinance, including without limitation all OSHA and other safety laws, the Americans with Disabilities Act (“ADA”) and all applicable governmental permit and code requirements. E. Tenant hereby designates EXHIBIT B ▇▇▇ ▇▇▇▇▇▇▇▇ D’ippolilo▇▇▇▇▇▇▇▇▇ -▇- [DestinationRX, Telephone No [***Inc.]. as its representative, agent and attorney-in-fact for the purpose of receiving notices, approving submittals and issuing requests for Changes and Landlord shall be entitled to rely upon authorizations and directives of such persons as if given directly by Tenant. Tenant may amend the designation of its construction representative(s) at any time upon delivery of written notice to Landlord.

Tenant Improvements. The tenant improvement work (“Tenant Improvements”) agrees that it currently occupies, and shall consist continue to occupy, the Revised Complete Premises in its "as is" condition without any further improvements thereto except as otherwise provided herein. Landlord shall, subject to the terms herein, supervise the construction and installation of the work required to complete certain initial improvements to in the Premises pursuant to Article 12006 Expansion Space (the 2006 Improvements") in accordance with Tenants plans and specifications for the design, Section 14 construction, and this Exhibit D installation of the Lease based on a working floor drawing attached 2006 Improvements (the "Plans"), as Exhibit E (“Approved Drawings”)such plans have been reviewed and approved by Landlord and Tenant, such approval not to be unreasonably withheld. Landlord shall contract substantially complete the 2006 Improvements in accordance with said Plans and in a good and workmanlike manner, such substantial completion to be certified by Landlords engineer. Landlord shall contribute up to a maximum of Seventeen and No/100 Dollars ($17.00) per rentable square foot of the 2006 Expansion Space (the 2006 Expansion Allowance toward only the following costs: (i) any cost of installing the 2006 Improvements on an architect and a general contractor, "as completed" basis which general contractor shall be chosen as the result of a competitive two bid process described below to construct the Tenant Improvements. The Tenant Improvements work shall be undertaken and prosecuted is performed in accordance with the following requirements: A. It is understood that except as provided below, the Tenant Improvements shall only include actual improvements Plans and related to the Premises approved by Landlord as provided in Article 1, Section 14 work to be done for the purpose of preparing the 2006 Expansion Space for Tenants occupancy and Exhibit E, and shall exclude (but not by way of limitation) Tenant’s furniture, trade fixtures, partitions, equipment and signage improvements, if any. Further, the Tenant Improvements shall incorporate Landlord’s building standard materials and specifications (“Standards”). No deviations from the Standards may be requested by Tenant with respect to doors and frames, finish hardware, entry graphics, the ceiling system, light fixtures and switches, mechanical systems, life and safety systems, and/or window coverings. All other non-standard items (“Non-Standard Improvements”) shall be subject to the prior approval of Landlord, which may be withheld in Landlord’s reasonable discretion. Landlord shall in no event be required to approve any Non-Standard Improvement if Landlord determines that such improvements (i) is of a lesser quality than the corresponding Standarduse, (ii) fails to conform to applicable governmental requirementsthe cost of preparing the Plans, (iii) requires building services beyond the level Landlord has agreed to provide Tenant under this Leasedesign costs for architectural, or mechanical, plumbing and electrical design, (iv) would have an adverse aesthetic impact from the exterior construction documents and permits, and (v) a construction management fee equal to four percent (4%) of the Premisestotal cost of constructing the 2006 Improvements to be paid to Landlord; provided, however, in no event shall the 2006 Expansion Allowance be used for any costs associated with Tenant's personal property, equipment, trade fixtures or other items of a non-permanent nature installed in the 2006 Expansion Space, including without limitation, telephone and data cable lines. The In the event that either prior to the commencement of the installation of the 2006 Inprovements or at any time during or following the installation of the 2006 Improvements, the cost of the 2006 Improvements exceeds the 2006 Expansion Allowance or Tenant will requests any change to the aforementioned Plans which has resulted or might result in an increase in the cost of the installation of such 2006 Improvements so that the cost exceeds the 2006 Expansion Allowance, then Tenant shall be exclusively responsible for the technical design payment of such amount and shall promptly deliver the ultimate acceptability necessary funds to defray such excess cost to Landlord no later than fifteen (15) days after Landlord demands same. Notwithstanding the foregoing, any change order(s) requested by Tenant which will result in an increase in the cost of the construction and installation of the 2006 Improvements shall be agreed to in advance by Landlord and Tenant, and Tenant shall be obligated to pay Landlord an additional construction management fee relative to such change order(s) equal to four percent (4%) of any clean room increase in the cost of the construction and related equipment. B. Landlord shall use a licensed general contractor (selected by competitive bidding by at least two licensed general contractors) and that contractor’s selected subcontractors to construct the Premises. Landlord shall enter into a “lump sum” construction contract (the “TI Contract”) with the TI Contractor for construction installation of the Tenant Improvements. Landlord shall cause Any savings or unused portion of the Tenant 2006 Expansion Allowance after the 2006 Improvements to be constructed in a good and workmanlike manner in accordance with Exhibit E. C. The TI Contractor and each of its subcontractors shall comply with Landlord’s requirements as generally imposed on third party contractors, including without limitation all insurance coverage requirements and the obligation to furnish appropriate certificates of insurance to Landlord, prior to commencement of construction or the Tenant Improvements work. A construction schedule are completed shall be provided made available to Tenant for additional permanent improvements to the Revised Complete Premises. Tenant acknowledges that Landlord and Tenant prior to commencement of may be supervising the construction of the 2006 Improvements while Tenant Improvements work, and weekly updates shall be supplied during occupies the progress of the work. D. The Tenant Improvements work shall be prosecuted at all times in accordance with all state, federal and local laws, regulations and ordinance, including without limitation all OSHA and other safety laws, the Americans with Disabilities Act (“ADA”) and all applicable governmental permit and code requirements. E. Tenant hereby designates ▇▇▇▇ D’ippolilo, Telephone No [***]. as its representative, agent and attorney-in-fact for the purpose of receiving notices, approving submittals and issuing requests for Changes 2006 Revised Premises and Landlord agrees that it shall be entitled use reasonable efforts to rely upon authorizations and directives of minimize any interference with Tenants business operations within the 2006 Revised Premises while constructing such persons as if given directly by Tenant. Tenant may amend the designation of its construction representative(s) at any time upon delivery of written notice to Landlordimprovements.