Common use of Construction of Tenant Improvements Clause in Contracts

Construction of Tenant Improvements. Promptly following approval of the Final TI Working Drawings, Landlord shall apply for and use reasonable efforts to obtain the necessary permits and approvals to allow construction of Landlord’s TI Work. Upon receipt of such permits and approvals, Landlord shall, at Tenant’s expense (subject to the application of the Tenant Improvement Allowance provided in this Workletter, and subject to any other applicable provisions of the Lease or of this Workletter expressly making any specific item of expense or cost the responsibility of Landlord), diligently construct and complete Landlord’s TI Work substantially in accordance with the Approved TI Plans, subject to Unavoidable Delays and Tenant Delays (if any). Such construction shall be performed in a good and workmanlike manner and shall conform to all applicable governmental codes, laws and regulations in force at the time such work is completed. Without limiting the generality of the foregoing, Landlord shall be responsible for compliance of Landlord’s TI Work with the requirements of the Americans with Disabilities Act and all similar or related requirements pertaining to access by persons with disabilities, but nothing in this sentence shall be construed to make Landlord responsible for bearing the cost of any such compliance, to the extent the compliance work is reasonably attributable to or related to the particular nature or design of the Tenant Improvements or is for any other reason expressly made Tenant’s cost or responsibility under any applicable provision of the Lease or of this Workletter. Landlord shall have the right, in its sole discretion, to decide whether and to what extent to use union labor on or in connection with Landlord’s Work, and shall use the TI General Contractor to construct all of Landlord’s TI Work. Landlord and Tenant shall each have a right to approve all subcontractors engaged in connection with the construction of the Tenant Improvements and to review and approve all competitive bids for any elements of the Tenant Improvements, such approval in each instance not to be unreasonably withheld, conditioned or delayed by either party.

Construction of Tenant Improvements. Promptly following approval Landlord shall, via the General Contractor, obtain all state and local licenses, permits and approvals (whether governmental or non‑governmental) required to construct the Tenant Improvements and for Tenant's occupancy of the Final TI Working DrawingsExpansion Space. Landlord shall provide access to the General Contractor for Construction of the Tenant Improvements and to the extent such access requires entry through space occupied by other tenants, Landlord shall apply provide for such access at its sole cost and use reasonable efforts expense. The Landlord shall engage, subject to obtain the necessary permits and approvals to allow construction of Landlord’s TI Work. Upon receipt of such permits and approvals, Landlord shall, at Tenant’s expense (subject reasonable approval, a general contractor to the application of construct the Tenant Improvement Allowance provided in this Workletter, and subject to any other applicable provisions of Improvements (the Lease or of this Workletter expressly making any specific item of expense or cost the responsibility of Landlord“General Contractor”), diligently . The General Contractor shall construct and complete Landlord’s TI Work substantially install the Tenant Improvements in accordance with the Approved TI PlansPlans which expense shall be deducted from the Upfit Allowance. The Tenant Improvements shall be delivered via Associated General Contractors (AGC) Guaranteed Maximum Price Contract (the "Contract") with Liquidated Damages of $500.00 per day, subject and a payment and performance bond. Any Liquidated Damages (less cost of collection) paid to Unavoidable Delays Landlord shall accrue to the Tenant; provided, however, any paid Liquidated Damages for any Tenant Delay shall accrue to Landlord. The General Contractor shall obtain at least three (3) bids for all major trade work at the Expansion Space. Landlord will work with the General Contractor to complete the Tenant Improvements by the Commencement Date. All contracts with vendors and subcontractors for construction of the Tenant Delays (if any)Improvements will be negotiated by the General Contractor. Such All work performed in connection with the construction of the Expansion Space shall be performed in a good and workmanlike manner manner, in accordance with all Applicable Laws and the final approved Plans. If materials are not readily available, require quick ship charges, or require substitution, the Tenant will be given notice and the opportunity to select alternate materials. Landlord shall conform to all applicable governmental codes, laws and regulations in force at insure that the time such work is completed. Without limiting the generality Architect conducts a periodic review (a minimum of once every two weeks) of the foregoingprogress of construction to ensure compliance with the Plans. Tenant may from time to time request in writing changes to the Plans (a “Change Order”), subject to Landlord’s consent, which shall not be unreasonably withheld. Landlord shall cause Contractor to provide an estimate of any change in the Construction Cost and/or Schedule. Tenant shall have the right to elect whether or not to proceed with the Change Order within five (5) business days after receipt of such estimate. Upon such approval by Tenant, or confirmation by Landlord that the Change Order will not result in any change in cost and/or Schedule, Landlord shall be responsible for compliance of Landlord’s TI Work with implement the requirements of the Americans with Disabilities Act and all similar or related requirements pertaining to access by persons with disabilities, but nothing in this sentence shall be construed to make Landlord responsible for bearing the cost of any such compliance, to the extent the compliance work is reasonably attributable to or related to the particular nature or design Change Order as part of the Tenant Improvements or is for Improvements. Landlord acknowledges that Tenant may hire the General Contractor and/or any subcontractors to perform other reason expressly made Tenant’s cost or responsibility under any applicable provision work items (in accordance with the terms and conditions of the Lease Lease) within the original Premises concurrently with the Tenant Improvements, provided such work does not require changes to the Schedule. Tenant acknowledges that the following items may result in changes to the Budget and/or Schedule: (i) Municipal or other governmental inspectors require changes to the Expansion Space such as code compliance changes. In such event, Landlord will notify Tenant of this Workletterthe required changes, but the increased cost of such changes, if any, and any delay associated with such changes shall be the responsibility of Tenant. (ii) Change Orders approved by Tenant. Any increased costs and delays due to such approved Change Orders shall be the responsibility of Tenant. Any delays caused by such approved Change Orders shall not delay the Commencement Date of the Lease. Landlord shall have the right, not charge Tenant any administrative fees in its sole discretion, to decide whether and to what extent to use union labor on or in connection with Landlord’s Work, and shall use the TI General Contractor to construct all respect of Landlord’s TI Workany Change Orders. Landlord and Tenant shall each have a right to approve all subcontractors engaged in connection with the construction of the Tenant Improvements and five (5) business days to review and approve all competitive bids for Change Orders and any elements additional review time by Tenant shall be a Tenant Delay. (iii) If materials are not readily available, require quick ship charges, or require substitution, provided Landlord shall identify any such materials within ten (10) days of final approval of the Plans, and in any such case, Tenant Improvements, such approval in each instance not will be given notice and the opportunity to be unreasonably withheld, conditioned or delayed by either partyselect alternate materials. (iv) Any Tenant Delay.

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

Construction of Tenant Improvements. Promptly following approval Landlord shall obtain all state and local licenses, permits and approvals (whether governmental or non‑governmental) required to construct the Tenant Improvements and for Tenant's occupancy of the Final TI Working DrawingsPremises. Landlord shall provide access to the General Contractor for Construction of the Tenant Improvements and to the extent such access requires entry through space occupied by other tenants, Landlord shall apply provide for such access at its sole cost and use reasonable efforts expense. The Landlord shall engage, subject to obtain the necessary permits and approvals to allow construction of Landlord’s TI Work. Upon receipt of such permits and approvals, Landlord shall, at Tenant’s expense (subject reasonable approval, a general contractor to the application of construct the Tenant Improvement Allowance provided in this Workletter, and subject to any other applicable provisions of Improvements (the Lease or of this Workletter expressly making any specific item of expense or cost the responsibility of Landlord“General Contractor”), diligently . The General Contractor shall construct and complete Landlord’s TI Work substantially install the Tenant Improvements in accordance with the Approved TI PlansPlans which expense shall be deducted from the Tenant Improvement Allowance. The Tenant Improvements shall be delivered via Associated General Contractors (AGC) Guaranteed Maximum Price Contract (the "Contract") with Liquidated Damages of $500.00 per day for each day of delay in achieving in substantial completion beyond the date specified in the Contract, subject which date shall be no later than October 1, 2010, and a payment and performance bond. Any Liquidated Damages (less cost of collection) paid to Unavoidable Delays Landlord shall accrue to the Tenant; provided, however, any paid Liquidated Damages for any Tenant Delay shall accrue to Landlord. The General Contractor shall obtain at least three (3) bids for all major trade work at the Premises. Landlord will work with the General Contractor to complete the Tenant Improvements by the Commencement Date. All contracts with vendors and subcontractors for construction of the Tenant Delays (if any)Improvements will be negotiated by the General Contractor. Such All work performed in connection with the construction of the Premises shall be performed in a good and workmanlike manner manner, in accordance with all Applicable Laws and the final approved Plans. If materials are not readily available, require quick ship charges, or require substitution, the Tenant will be given notice and the opportunity to select alternate materials. Landlord shall conform to all applicable governmental codes, laws and regulations in force at insure that the time such work is completed. Without limiting the generality Architect conducts a periodic review (a minimum of once every two weeks) of the foregoingprogress of construction to ensure compliance with the Plans. Tenant may from time to time request in writing changes to the Plans (a “Change Order”), subject to Landlord’s consent, which shall not be unreasonably withheld. Landlord shall cause Contractor to provide an estimate of any change in the Construction Cost and/or Schedule. Tenant shall have the right to elect whether or not to proceed with the Change Order within five (5) business days after receipt of such estimate. Upon such approval by Tenant, or confirmation by Landlord that the Change Order will not result in any change in cost and/or Schedule, Landlord shall be responsible for compliance of Landlord’s TI Work with implement the requirements of the Americans with Disabilities Act and all similar or related requirements pertaining to access by persons with disabilities, but nothing in this sentence shall be construed to make Landlord responsible for bearing the cost of any such compliance, to the extent the compliance work is reasonably attributable to or related to the particular nature or design Change Order as part of the Tenant Improvements Improvements. Tenant acknowledges that the following items may result in changes to the Budget and/or Schedule: (i) Municipal or is for any other reason expressly made Tenant’s cost or responsibility under any applicable provision governmental inspectors require changes to the Premises such as code compliance changes. In such event, Landlord will notify Tenant of the Lease or required changes, but the increased cost of this Worklettersuch changes, if any, and any delay associated with such changes shall be the responsibility of Tenant. (ii) Change Orders approved by Tenant. Any increased costs and delays due to such approved Change Orders shall be the responsibility of Tenant. Any delays caused by such approved Change Orders shall not delay the Commencement Date of the Lease. Landlord shall have the right, not charge Tenant any administrative fees in its sole discretion, to decide whether and to what extent to use union labor on or in connection with Landlord’s Work, and shall use the TI General Contractor to construct all respect of Landlord’s TI Workany Change Orders. Landlord and Tenant shall each have a right to approve all subcontractors engaged in connection with the construction of the Tenant Improvements and five (5) business days to review and approve all competitive bids for Change Orders and any elements additional review time by Tenant shall be a Tenant Delay. (iii) If materials are not readily available, require quick ship charges, or require substitution, provided Landlord shall identify any such materials within ten (10) days of final approval of the Plans, and in any such case, Tenant Improvements, such approval in each instance not will be given notice and the opportunity to be unreasonably withheld, conditioned or delayed by either partyselect alternate materials. (iv) Any Tenant Delay.

Construction of Tenant Improvements. Promptly following approval of Within ten (10) days after the Final TI Working Drawingsdate hereof, Landlord Tenant shall apply cause delivery to Landlord, for and use reasonable efforts to obtain the necessary permits and approvals to allow construction of Landlord’s TI Work. Upon receipt review and approval two sets of such permits and approvals, Landlord shall, at Tenant’s expense (subject to the application of blueline prints describing the Tenant Improvement Allowance provided in this Workletter, and subject to any other applicable provisions of Improvements (the Lease or of this Workletter expressly making any specific item of expense or cost the responsibility of Landlord), diligently construct and complete Landlord’s TI Work substantially in accordance “Preliminary Plans”) along with the Approved TI Plans, subject to Unavoidable Delays and Tenant Delays (if any). Such construction shall be performed in a good and workmanlike manner and shall conform to draft budget for all applicable governmental codes, laws and regulations in force at the time such work is completed. Without limiting the generality of the foregoing, Landlord shall be responsible for compliance of Landlord’s TI Work with the requirements of the Americans with Disabilities Act and all similar or related requirements pertaining to access by persons with disabilities, but nothing in this sentence shall be construed to make Landlord responsible for bearing the cost of any such compliance, to the extent the compliance work is reasonably attributable to or related to the particular nature or design of the Tenant Improvements (the “Budget”). Within ten (10) business days after receipt of Xxxxxx’s Preliminary Plans and the Budget, the Landlord will review the Preliminary Plans and the Budget and reply, either “approving”, “approving with notations” or is for any other reason expressly made Tenant“disapproving” the same. Xxxxxxxx’s cost or responsibility under any applicable provision of the Lease or of this Workletter. Landlord approval shall have the right, in its sole discretion, to decide whether and to what extent to use union labor on or in connection with Landlord’s Work, and shall use the TI General Contractor to construct all of Landlord’s TI Work. Landlord and Tenant shall each have a right to approve all subcontractors engaged in connection with the construction of the Tenant Improvements and to review and approve all competitive bids for any elements of the Tenant Improvements, such approval in each instance not to be unreasonably withheld, conditioned or delayed delayed. If the Preliminary Plans or the Budget (or any portions of either) are rejected by either party.the Landlord for any reason, the Preliminary Plans or Budget, as the case may be, must be corrected and re-submitted until fully approved by Landlord and Tenant. The Preliminary Plans, as submitted to, and approved by, Landlord are hereinafter referred to as the “Final Plans”. Landlord’s review of the Preliminary Plans and the Final Plans as set forth herein shall be for its sole purpose and shall not imply Landlord’s review of the same, or obligate Landlord to review the same, for quality design, code compliance or other like matters, and Landlord shall have no liability whatsoever in connection therewith and shall not be responsible for any omissions or errors contained in the Preliminary Plans or the Final Plans. Tenant shall retain a general contractor approved by Landlord (the “General Contractor”) pursuant to a construction contract in form approved by Landlord (the “Construction Contract”), whereby the General Contractor is required to construct the Tenant Improvements in accordance with the Final Plans and the Construction Contract. Tenant shall cause Landlord to be recognized as an expressly intended third party beneficiary of the Construction Contract and to require the General Contractor to execute with respect to the Construction Contract an Acknowledgement of Third Party Beneficiary which is substantially in the form attached hereto as Exhibit A. 

Construction of Tenant Improvements. Promptly following approval of the Final TI Working Drawings, 5.1 Landlord shall apply for and use reasonable efforts to obtain the necessary permits and approvals to allow construction of Landlord’s TI Work. Upon receipt of such permits and approvals, Landlord shall, at Tenant’s expense (subject to the application of cause the Tenant Improvement Allowance provided in this Workletter, and subject Improvements to any other applicable provisions be substantially completed sufficient for the issuance of a temporary certificate of occupancy for the Premises on or before the Commencement Date of the Lease or of this Workletter expressly making any specific item of expense or cost the responsibility of Landlord), diligently construct and complete Landlord’s TI Work substantially in accordance with the Approved TI Plans, subject to Unavoidable Delays and Tenant Delays (if any). Such construction shall be performed in a good and workmanlike manner and shall conform to all applicable governmental codes, laws and regulations in force at the time such work is completed. Without limiting the generality of the foregoing, Landlord shall be responsible for compliance of Landlord’s TI Work with the requirements of the Americans with Disabilities Act and all similar or related requirements pertaining to access by persons with disabilities, but nothing provisions set forth in this sentence shall be construed to make Landlord responsible for bearing the cost of any such compliance, to the extent the compliance work is reasonably attributable to or related to the particular nature or design of the Tenant Improvements or is for any other reason expressly made Tenant’s cost or responsibility under any applicable provision of the Lease or of this WorkletterWork Letter. Landlord shall have supervise the right, in its sole discretion, to decide whether and to what extent to use union labor on or in connection with Landlord’s Work, completion of such work and shall use diligent efforts to secure substantial completion of the TI General Contractor to construct all work in accordance with the Work Schedule. The cost of Landlord’s TI Work. Landlord and Tenant such work shall each have a right to approve all subcontractors engaged be paid as provided in Section 6. 5.2 In connection with the construction of the Tenant Improvements Improvements, Landlord and Tenant shall arrange for Tenant to review have access to the Premises commencing approximately ten (10) days prior to the estimated date for substantial completion shown on the Work Schedule, in order to allow Tenant to install systems furniture/workstations, telephone lines and approve telephone systems, fiber optics, computer cabling, and related similar matters, and, on a "space ready" basis only, to commence installation of Tenant's trade fixtures. Tenant shall schedule installation of such items with Landlord and Landlord's contractor so as not to unreasonably impede, interfere with or delay the progress of construction of the Tenant Improvements; and Tenant shall perform such installation in accordance with guidelines promulgated by Landlord's contractor. Delay, interference or damage arising out of Tenant's installation of such items shall constitute a Tenant Delay under Section 7. Any and all competitive bids for any elements costs of installation of such items shall be at Tenant's sole cost and expense. 5.3 During the period of construction of the Tenant Improvements, Landlord shall consult with Tenant from time to time as necessary to achieve approval of certain matters and installations related to the Tenant Improvements. Such approvals shall be forthcoming from Tenant within a reasonable time period as requested by Landlord, which time period shall enable Landlord to maintain the schedule for substantial completion of the Tenant Improvements stated in the Work Schedule. Failure of Tenant to respond within such requested time period shall constitute a Tenant Delay. EXHIBIT B TENANT IMPROVEMENTS 5.4 During the period of construction of the Tenant Improvements, Landlord and Tenant shall meet at regular meetings occurring at least once monthly regarding the status of the construction and occurring at least once weekly during the final month of construction. If timely, matters requiring Tenant's approval may be determined at such meetings and decisions shall be reflected in each instance not to be unreasonably withheld, conditioned or delayed by either partythe minutes of such meetings.

Construction of Tenant Improvements. Promptly following approval of Prior to commencing the Final TI Working Drawings, Landlord shall apply for and use reasonable efforts to obtain the necessary permits and approvals to allow construction of Landlord’s TI Work. Upon receipt of such permits and approvals, Landlord shall, at Tenant’s expense (subject to the application of the Tenant Improvement Allowance provided in this WorkletterImprovements, Tenant shall deliver to Landlord (a) evidence of Tenant’s insurance reasonably satisfactory to Landlord, which insurance shall be maintained throughout the construction of the Tenant Improvements, and subject (b) a project schedule in detail reasonably satisfactory to Landlord. In addition, Tenant shall require its general contractor to carry appropriate insurance, as determined by Tenant, but which shall include, without limitation, Commercial General Liability, Commercial Auto Liability and Workers Compensation, in amounts necessary to insure the project and the work related thereto against claims for bodily injury or death or property damage. Tenant’s contractors of all tiers shall name Landlord, Landlord’s managing agent, and any other applicable provisions mortgagee requested by Landlord as additional insured on all liability policies required pursuant to this Section 3. Throughout the construction of the Lease Tenant Improvements, Tenant shall notify Landlord promptly of any material deviations from such project schedule. Tenant or of this Workletter expressly making any specific item of expense or cost its contractor shall construct the responsibility of Landlord), diligently construct and complete Landlord’s TI Work substantially in accordance with the Approved TI Plans, subject to Unavoidable Delays and Tenant Delays (if any). Such construction shall be performed Improvements in a good and workmanlike manner and shall conform to in accordance with the CDs and all applicable governmental codes, laws and regulations in force at the time such work is completedregulations. Without limiting the generality of the foregoing, Landlord If Tenant shall be responsible for compliance of Landlord’s TI Work with the requirements of the Americans with Disabilities Act and all similar or related requirements pertaining fail to access by persons with disabilities, but nothing in this sentence shall be construed to make Landlord responsible for bearing the cost of any such compliance, to the extent the compliance work is reasonably attributable to or related to the particular nature or design of complete the Tenant Improvements or is for any other reason expressly made by the Commencement Date, Tenant’s cost or responsibility under any applicable provision of obligation to pay Minimum Annual Rent and Additional Rent hereunder shall nevertheless begin on the Lease or of this WorkletterCommencement Date. Tenant shall keep Landlord reasonably notified regarding all material meetings with contractors and/or governmental officials regarding the Tenant Improvement work and Landlord shall have the right to attend such meetings. In addition, Landlord shall have the right, in its sole discretionfrom time to time throughout the construction process, upon not less than two (2) business days’ notice, to decide whether and enter upon the Leased Premises to what extent to use union labor on or in connection with Landlord’s Work, and shall use the TI General Contractor to construct all of Landlord’s TI Work. Landlord and Tenant shall each have a right to approve all subcontractors engaged in connection with the construction of the Tenant Improvements and to review and approve all competitive bids for any elements perform periodic inspections of the Tenant Improvements, . Tenant agrees to respond to and address promptly any reasonable concerns raised by Landlord during or as a result of such approval in each instance not to be unreasonably withheld, conditioned or delayed by either partyinspections.

Construction of Tenant Improvements. Promptly following approval 3.1 Upon completion of the Final TI Working DrawingsPlans and at the request of Xxxxxx, Landlord and its contractor shall provide to Tenant in writing an estimate of the cost of improvements to be provided at Tenant's expense pursuant to Section 1 of this Expansion Space Work Agreement. Within five days after Xxxxxx's receipt of such estimated cost, Tenant shall delete any items which Tenant elects not to have constructed. Landlord and Xxxxxx shall work together to establish a construction budget reasonably acceptable to both parties. Tenant shall authorize in writing the agreed upon construction budget. In the absence of such written authorization, Landlord shall apply not be obligated to commence work on the Expansion Space and Tenant shall be responsible for any costs due to any resulting delay in completion of the Expansion Space. 3.2 If Tenant desires any change to its improvements, Tenant shall submit a written request for such change to Landlord, together with all plans and use reasonable efforts specifications necessary to obtain show and explain changes from the necessary permits and approvals approved Working Plans. Any such change shall be subject to allow construction Xxxxxxxx's approval. Landlord or Landlord's contractor shall notify Tenant in writing of Landlord’s TI Work. Upon receipt the amount, if any, which will be charged or credited to Tenant to reflect the cost of such permits and approvalschange. 3.3 Tenant's entry into the Expansion Space for any purpose, Landlord shallprior to September 1, at Tenant’s expense (1999, shall be subject to all the application terms and conditions of the Tenant Improvement Allowance provided in this WorkletterLease, and subject to any other applicable including without limitation the provisions of the Lease relating to the maintenance of insurance, but excluding the provisions of the Lease relating to the payment of rent. Tenant's entry shall mean entry by Tenant, its officers, contractors, licensees, agents, servants, employees, guests, invitees, or visitors (the "Tenant Parties"). Tenant shall indemnify and hold harmless Landlord from and against any and all claims, losses, liabilities, and expenses (including without limitation attorneys' fees) arising out of or in any way related to the activities of Tenant or the Tenant Parties in the Expansion Space or the Project. EXHIBIT D STATEMENT OF TENANT IN RE: LEASE -------------------------------- Date: May 31, 2000 Teachers Insurance and Annuity Association of America 000 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 000 17 Attn: ______________________ RE: TIAA Appl. #OR- 108 TIAA Mtge. #000447000 Name of Project: Evergreen Corporate Center Address: 00000 XX Xxxxxxx Xxxxxxxxx, Xxxxxx 00000 Ladies and Gentlemen: It is our understanding that you have a mortgage upon the subject premises and as a condition precedent thereof have required this Workletter expressly making any specific item certification of expense the undersigned. The undersigned, as tenant, under that certain lease dated January 15, 1997, as amended by an Amendment to Lease dated July 15, 1999, made with Evergreen Corporate Center LLC, as landlord, hereby ratifies said lease and certifies that: 1. the "Commencement Date" of said lease is December 15, 1997; and 2. the undersigned is presently solvent and free from reorganization and/or bankruptcy; and 3. the operation and use of the premises do not involve the generation, treatment, storage, disposal or cost release of a hazardous substance or a solid waste into the responsibility environment other than to the extent necessary to conduct its ordinary course of Landlord), diligently construct business in the premises and complete Landlord’s TI Work substantially in accordance with the Approved TI Plans, subject to Unavoidable Delays and Tenant Delays (if any). Such construction shall be performed in a good and workmanlike manner and shall conform to all applicable governmental environmental laws, and that the premises are being operated in accordance with all applicable environmental laws, zoning ordinances and building codes; and 4. the current base rental payable pursuant to the terms of said lease is $107,232 per month; and further, laws additional rental pursuant to said lease is payable as provided in the Lease; and 5. said lease is in full force and regulations effect and has not been assigned, modified, supplemented or amended in force at any way (except as set forth above) and the time such work undersigned is completednot in default thereunder; and 6. Without limiting the generality lease described above represents the entire agreement between the parties as to the leasing of the foregoingpremises; and 7. the term of said lease expires on December 14, Landlord shall be responsible for compliance of Landlord’s TI Work with the requirements 2007; and 8. Xxxxxxxx has spent at least $553,040 of the Americans TI Allowance, as defined in the Amendment to Lease, and the work performed by landlord to date in the Expansion Space is acceptable to the undersigned. 9. no rental has been paid in advance and no security (except the security deposit in the amount of $120,839) has been deposited with Disabilities Act landlord; and 10. tenant's floor area is 102,662 rentable square feet; and 11. the most recent payment of current basic rental was for the payment due on May 1, 2000, and all similar or related requirements pertaining to access by persons with disabilities, but nothing in this sentence shall be construed to make Landlord responsible for bearing the cost of any such compliance, basic rental and additional rental payable pursuant to the extent terms of the compliance work is reasonably attributable lease have been paid up to or related said date; and 12. the undersigned acknowledges notice that landlord's interest under the lease and the rent and all other sums due thereunder will be assigned to you as part of the security for a mortgage loan by you to landlord. In the event that Teachers Insurance and Annuity Association of America, as lender, notifies the undersigned of a default under the mortgage and demands that the undersigned pay its rent and all other sums due under the lease to lender, tenant agrees that it shall pay its rent and all such other sums to lender. Very truly yours, MEDICALOGIC, INC. By: XXX X. XXXXX ------------------------------------- Its: VP Finance ------------------------------------ EXHIBIT E PROMISSORY NOTE --------------- $__________ __________, 1999 Portland, Oregon FOR VALUE RECEIVED, the undersigned, MEDICALOGIC, Inc., an Oregon corporation ("Borrower"), promises to pay to the particular nature order of EVERGREEN CORPORATE CENTER LLC, an Oregon limited liability company, at 000 XX Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxx, Xxxxxx 00000, or design such other place as may be designated from time to time in writing by the holder of this Note ("Holder"), the principal sum of ________________________________ Dollars ($____________) in lawful money of the Tenant Improvements or is for any United States of America, plus interest and other reason expressly made Tenant’s cost or responsibility under any applicable provision of the Lease or of this Workletter. Landlord shall have the right, in its sole discretion, to decide whether and to what extent to use union labor on or in connection with Landlord’s Work, and shall use the TI General Contractor to construct all of Landlord’s TI Work. Landlord and Tenant shall each have a right to approve all subcontractors engaged in connection with the construction of the Tenant Improvements and to review and approve all competitive bids for any elements of the Tenant Improvements, such approval in each instance not to be unreasonably withheld, conditioned or delayed by either partycharges as provided herein.

Construction of Tenant Improvements. Promptly following approval 2.1 Upon completion of the Final TI Working Construction Drawings, Landlord shall apply for a building permit and use reasonable efforts to obtain any other necessary government approvals. The parties acknowledge issuance of a building permit, and receipt of necessary government approvals, are not within either party’s control. Landlord shall notify Tenant of receipt of a building permit and the necessary permits and approvals to allow construction date anticipated for commencement of Landlord’s TI Work. If Landlord is unable to obtain a permit, or any other necessary government approval, within three (3) months and twenty-one (21) days after execution of this Lease by both parties, Landlord shall notify Tenant of the same. Tenant shall have the right to terminate this Lease by providing notice to the other party within seven (7) business days of Landlord’s notice, with a return of the Security Deposit to Tenant, and with each side otherwise bearing their own costs and expenses relating to the Lease in every respect. The failure or inability to obtain a permit, or other necessary government approval, within the time specified above shall not constitute a default under the Lease. 2.2 Upon receipt of such permits and approvalsa building permit, Landlord shall, at Tenant’s expense shall retain a licensed contractor of its choice (subject “Contractor”) to the application of construct the Tenant Improvement Allowance provided in this Workletter, and subject to any other applicable provisions of the Lease or of this Workletter expressly making any specific item of expense or cost the responsibility of Landlord), diligently construct and complete Landlord’s TI Work substantially Improvements in accordance with the Approved TI Plans, subject Final Working Drawings. Landlord shall cause the Contractor to Unavoidable Delays construct the Tenant Improvements in accordance with the Final Working Drawings and Tenant Delays (if any). Such construction shall be performed all Laws in a good and workmanlike manner and shall conform to all applicable governmental codes, laws and regulations in force at the time such work is completed. Without limiting the generality of the foregoing, Landlord shall be responsible for compliance of Landlord’s TI Work with the requirements of the Americans with Disabilities Act and all similar or related requirements pertaining to access by persons with disabilities, but nothing in this sentence shall be construed to make Landlord responsible for bearing the cost of any such compliance, to the extent the compliance work is reasonably attributable to or related to the particular nature or design of the Tenant Improvements or is for any other reason expressly made Tenant’s cost or responsibility under any applicable provision of the Lease or of this Worklettermanner. Landlord shall have deliver the right, in its sole discretion, Leased Premises to decide whether and to what extent to use union labor on or in connection with Landlord’s Work, and shall use the TI General Contractor to construct all of Landlord’s TI Work. Landlord and Tenant shall each have a right to approve all subcontractors engaged in connection with the construction of the Tenant Improvements and to review and approve all competitive bids for any elements promptly upon Substantial Completion of the Tenant Improvements. Tenant shall have one year after Substantial Completion within which to notify Landlord of any construction defect discovered by Tenant, and Landlord shall use reasonable efforts to remedy or cause the responsible contractor to remedy any such approval in each instance not to be unreasonably withheld, conditioned or delayed by either partyconstruction defect within sixty (60) days thereafter.

Construction of Tenant Improvements. Promptly following A. Following approval of the Final TI Working DrawingsPlans and Specifications, Tenant shall have the right to solicit bids from qualified and approved General Contractors for the Tenant Work. The General Contractor for the Tenant Improvements shall be subject to Landlord’s prior written approval, which approval shall not be unreasonably withheld or delayed, provided however, Landlord reserves the right not to approve a General Contractor which is, or is affiliates with, another real estate developer. Tenant shall apply for also submit to Landlord a list of subcontractors which Tenant or its General Contractor proposes to use and use reasonable efforts Landlord shall have the right to obtain the necessary permits and approvals to allow construction of Landlord’s TI Workapprove such subcontractors, which approval shall not be unreasonably withheld or delayed. Upon receipt of such permits and approvalsWithout exception, Landlord shallrequires that its contractor Simplex be utilized to make the appropriate connection to the fire alarm panel. Further, Xxxxxxxx’s contractor Automatic Building Controls must be utilized to integrate fan powered boxes into the Building Automation System at Tenant’s expense sole expense. Xxxxxxxx agrees to use its best efforts to cause such contractors to bill for such services at market rates. Tenant shall not permit or cause the General Contractor to utilize any subcontractor not so approved by Landlord without first submitting the name of such other subcontractor to Landlord for its reasonable approval as aforesaid. Landlord shall notify Tenant within five (subject 5) business days following submission of the name of a proposed contractor or subcontractor of the approval or disapproval of such contractor. All contractors and subcontractors for the Tenant Improvements shall be licensed, of good reputation, have a demonstrated capability to perform quality workmanship, have financial capacity to complete the work, be experienced in performing work of the type contemplated in similar class office buildings, be familiar with high-rise construction to the application extent relevant, be capable of working in harmony with other contractors in the Building, have good labor and minority relations, utilize union labor and be bondable (even though bonds shall not be required). Landlord shall not unreasonably withhold its approval of contractors or subcontractors who meet the foregoing standards; provided, however, that failure to meet the foregoing standards are merely examples of reasons for which Landlord might reasonably withhold approval, whether similar or dissimilar to the foregoing examples. Tenant shall deliver to Landlord copies of all contracts proposed to be executed by Tenant for the Tenant Improvement Allowance provided in this WorkletterImprovements, and subject which shall require the General Contractor to any other applicable provisions of the Lease or of this Workletter expressly making any specific item of expense or cost the responsibility of Landlord), diligently construct and complete Landlord’s TI Work substantially in accordance with the Approved TI Plans, subject to Unavoidable Delays and Tenant Delays (if any). Such construction shall be performed in a good and workmanlike manner and shall conform to all applicable governmental codes, laws and regulations in force at the time such work is completed. Without limiting the generality of the foregoing, Landlord shall be responsible for compliance of Landlord’s TI Work comply with the requirements of this Paragraph 5 and the Americans Tenant Information Manual. The General Contractor shall obtain all required building and other permits and otherwise comply with Disabilities Act all laws and governmental rules and regulations with respect to or in any manner applicable to the Tenant Improvements and other construction in the Premises at all similar or related requirements pertaining to access by persons with disabilitiestimes prior to, but nothing in this sentence shall be construed to make Landlord responsible for bearing during and following said work, the cost of any such compliance, to the extent the compliance work is reasonably attributable to or related to the particular nature or design which shall be a cost of the Tenant Improvements or is for any other reason expressly made Tenantpayable from the Landlord’s cost or responsibility under any applicable provision Contribution to the extent thereof. B. Subject to all of the terms and conditions of this Rider, Tenant shall commence the Tenant Improvements promptly upon tender of possession of the Premises to Tenant and approval of the Final Plans and Specifications by Landlord and diligently proceed with the Tenant Improvements. Possession of the Premises shall be tendered to Tenant upon Landlord’s execution and delivery of the Lease or of and this Workletter. Landlord shall have the right, in its sole discretion, Rider to decide whether and to what extent to use union labor on or in connection with Landlord’s Work, and shall use the TI General Contractor to construct all of Landlord’s TI Work. Landlord and Tenant shall each have a right to approve all subcontractors engaged in connection with the construction of the Tenant Improvements and to review and approve all competitive bids for any elements of the Tenant Improvements, such approval in each instance not to be unreasonably withheld, conditioned or delayed by either partyTenant.

Construction of Tenant Improvements. Promptly following After receipt of Landlord's approval of Tenant's Plans and receipt of any necessary building permits, Tenant shall administer and diligently prosecute the Final TI Working Drawings, Landlord shall apply for and use reasonable efforts to obtain the necessary permits and approvals to allow construction of Landlord’s TI Work. Upon receipt of such permits and approvals, Landlord shall, at Tenant’s expense (subject to the application of the Tenant Improvement Allowance provided in this Workletter, and subject to any other applicable provisions of the Lease or of this Workletter expressly making any specific item of expense or cost the responsibility of Landlord), diligently construct and complete Landlord’s TI Work substantially Improvements in accordance with the Approved TI Warm Shell Plans and Tenant's Plans. Tenant shall contract with either Devcon Construction, subject Rudoxxx xxx Sletxxx, XXR or Webcor Builders, to Unavoidable Delays act as general contractor for the Tenant Improvements. The general contractor selected to complete the Tenant Improvements in accordance with the preceding sentence shall be defined herein as the "Tenant Improvement Contractor". If Devcon Construction is not selected, Tenant shall ensure that the selected general contractor will work harmoniously with Landlord's contractor for the Base Building and with the Warm Shall Contractor and to ensure no interference with completion of the Base Building or Warm Shell Improvements, and any such interference shall constitute "Tenant Delay" hereunder. All Tenant Improvements shall be constructed using union labor for all trades. The construction contract for the Tenant Improvements (the "Tenant Improvement Contract") shall be in form and substance acceptable to Tenant and approved by Landlord in its reasonable discretion, and shall include, without limitation, requirements (i) that Tenant's Contractor carry such insurance as Landlord may reasonably require, and (ii) that Landlord, at Landlord's sole option, may succeed Tenant and enforce the Construction Contract in the event of a termination of the Lease. Both Landlord and Tenant Delays (if any)shall have the full benefit of all contractor warranties in connection with the Warm Shell Improvements and the Tenant Improvements. Such Tenant shall direct and authorize Tenant's Contractors for the Warm Shell Improvements and for the Tenant Improvements to keep Landlord fully informed of the construction process for the Tenant Improvements by inviting Landlord to all project design and construction meetings and delivering to Landlord the minutes of all such meetings, and to provide Landlord with access to all documentation and other information in Tenant's Contractor's possession or control regarding construction of the Warm Shell Improvements and Tenant Improvements, as applicable, provided that Landlord shall not be obligated to monitor or inspect construction of the Warm Shell Improvements and/or Tenant Improvements or any information in connection therewith. All Warm Shell Improvements shall be performed in a good constructed by Devcon Construction pursuant to the Warm Shell Contract, and workmanlike manner all Tenant Improvements shall be constructed by the Tenant Improvement Contractor pursuant to the Tenant Improvement Contract, and shall conform to all applicable governmental codes, laws and regulations in force at the time such work is completed. Without limiting the generality of the foregoing, Landlord Tenant shall be responsible for compliance of Landlord’s TI Work project management with the requirements respect to construction of the Americans with Disabilities Act Warm Shell Improvements and all similar or related requirements pertaining to access by persons with disabilitiesthe Tenant Improvements. Tenant shall not, but nothing in this sentence shall be construed to make Landlord responsible for bearing the cost of at any such compliance, to the extent the compliance work is reasonably attributable time prior to or related to during the particular nature Term, directly or design of indirectly employ, or permit the Tenant Improvements employment of, any contractor, mechanic or is for any other reason expressly made Tenant’s cost or responsibility under any applicable provision of laborer in the Lease or of this Workletter. Landlord shall have the rightPremises, in its sole discretion, to decide whether and to what extent to use union labor on or in connection with Landlord’s Work, and shall use the TI General Contractor to construct all of Landlord’s TI Work. Landlord and Tenant shall each have a right to approve all subcontractors engaged in connection with the construction of the Tenant Improvements and to review and approve all competitive bids for any elements of Warm Shell Improvements, the Tenant Improvements, any Alterations made pursuant to the Lease, or otherwise, if it is reasonably foreseeable that such approval employment will materially interfere or cause any material conflict with other contractors, mechanics or laborers engaged in each instance the construction, maintenance or operation of the Project by Landlord, Tenant or others. In the event of any such interference or conflict, Tenant, upon demand of Landlord, shall cause all contractors, mechanics or laborers causing such interference or conflict to immediately cease and desist from such interference or conflict. Installation of all Warm Shell Improvements and Tenant Improvements shall be coordinated with Landlord's contractor's schedule for the Base Building, and shall be handled in such a manner as to not to be unreasonably withheld, conditioned interfere with or delayed by either partydelay construction or completion of the Base Building.

Construction of Tenant Improvements. Promptly following approval After the Plans for the ----------------------------------- Tenant's Work have been approved by Landlord, Tenant, and the local governing agencies, Tenant shall enter into a construction contract with Contractor (or such other contractor designated by Landlord) which shall include a provision for compliance with Landlord's rules and regulations as defined herein, and Tenant shall provide Landlord with a copy of such contract. Tenant shall perform no Alterations or Tenant's Work except through Contractor and in strict accordance with this Exhibit. In no event shall Tenant be permitted to perform Tenant's Work prior to providing all information requested by Landlord relating to Tenant's Work. Failure by Tenant to provide any information requested by Landlord, including but not limited to evidence of Tenant's and Contractor's compliance with all of the Final TI Working Drawingsinsurance requirements hereof, Landlord shall apply for and use reasonable efforts to obtain the necessary permits and approvals to allow construction of Landlord’s TI Work. Upon receipt of such permits and approvals, Landlord shall, at Tenant’s expense (subject to the application of the Tenant Improvement Allowance provided in this Workletter, and subject to any other applicable provisions constitute a default of the Lease in the event Tenant proceeds with Tenant's Work. Violations of Landlord's rules, regulations, and requirements as set forth herein or as otherwise established by Landlord shall constitute a default of this Workletter expressly making any specific item of expense Lease if not corrected by Tenant and/or Contractor within twenty four (24) hours notice, either written or cost the responsibility of Landlord)oral, diligently construct and complete Landlord’s TI Work substantially in accordance with the Approved TI Plans, subject by Landlord to Unavoidable Delays and Tenant Delays (if any). Such construction shall be performed in a good and workmanlike manner and shall conform to all applicable governmental codes, laws and regulations in force at the time such work is completed. Without limiting the generality of the foregoing, Landlord shall be responsible for compliance of Landlord’s TI Work with the requirements of the Americans with Disabilities Act and all similar or related requirements pertaining to access by persons with disabilities, but nothing in this sentence shall be construed to make Landlord responsible for bearing the cost of any such compliance, to the extent the compliance work is reasonably attributable to or related to the particular nature or design of the Tenant Improvements or is for any other reason expressly made Tenant’s cost or responsibility under any applicable provision of the Lease or of this Workletter. Landlord shall have the rightright to post a notice of non-responsibility at a prominent location within Tenant's Premises. It shall be the responsibility of Tenant to enforce the following requirements of Contractor, and all subcontractors of Contractor, at every level: 9.1 Contractor shall perform Tenant's Work in a manner and at times which do not impede or delay Landlord's contractor in the Project. Any delays in the completion work by the Landlord or Landlord's contractor on the Project, or the commencement of the annual rental and any damage to any work caused by Contractor shall be at the sole cost and expense of Tenant. 9.2 Contractor shall be responsible for the repair, replacement, or clean-up of any damage by him to other contractors' work which specifically includes access ways to the Premises which may be concurrently used by others. Firelanes, sidewalks, hallways, and access to other tenant's suites may not be blocked or obstructed at any time. 9.3 Contractor shall contain his storage of materials and its sole discretionoperations within the Premises and such other space as he may be assigned by Landlord. Should he be assigned space outside of the Premises, it shall move to decide whether such other space as Landlord shall reasonably direct from time to time to avoid interference or delays with other work. Contractor shall park construction vehicles in areas reasonably designated by Landlord. 9.4 All trash and surplus construction materials shall be stored within the Premises and shall be promptly removed from the Premises. Contractor shall not use common area trash enclosures or waste bins for disposal of trash or surplus construction material. 9.5 Contractor shall provide temporary utilities, portable toilet facilities and portable drinking water as required for his work within the Premises. 9.6 Noise shall be kept to what extent to use union labor on or in connection with Landlord’s Worka minimum at all times, and shall use not be permitted to interfere with the TI General conduct of other tenant's business, or the general operation of the Project. Contractor shall notify Landlord or Landlord's project manager of any planned work to construct be done on weekends or other than normal job hours. 9.7 Tenant and Contractor are responsible for compliance with all applicable codes and regulations of duly constituted authorities having jurisdiction as far as the performance of the Tenant's Work is concerned and for all applicable safety regulations established by the Landlord’s TI , OSHA, or other regulatory agencies, and Tenant further agrees to save and hold Landlord harmless for Tenant's actions arising from Tenant's Work. Landlord and Prior to commencement of construction, Tenant shall each have submit to Landlord evidence of insurance as required by this Lease and evidence of insurance for Contractor. 9.8 Contractor shall not post signs on any part of the Project or on the Premises, without Landlord's prior written approval. 9.9 Tenant shall be responsible for and shall obtain and record a right Notice of Completion promptly following completion of Tenant's work. 9.10 Landlord may require that, prior to approve all subcontractors engaged in connection with the commencement of construction, Tenant shall obtain or cause its contractor to obtain payment and performance bonds covering the faithful performance of the contract for the construction of the Tenant's Work and the payment of all obligations arising thereunder. Such bonds shall be for the mutual benefit of both Landlord and Tenant. 9.11 Tenant Improvements and shall provide to review and approve all competitive bids for any elements Landlord a copy of the fully executed construction contract, including all addendum and a line item breakdown by trade thereto, between Tenant Improvementsand its Contractor for the Tenant's Work. 9.12 All required permits and approvals, such approval in each instance including but not limited to Planning, Building, Fire, and Health department permits, must be obtained and all necessary calculations, including, but not limited to, those required under Title 24, must be submitted to the local governing agencies for all work to be unreasonably withheldperformed by Tenant or Contractor in the Premises. 9.13 Any modifications to the building exterior shall be subject to Landlord's prior approval. No romex wiring shall be allowed, conditioned or delayed nor shall water lines be placed in slabs, unless approved by either partyLandlord prior to installation. All equipment placed upon the roof as a result of the Tenant's Work, and all roof penetrations, shall be approved by Landlord prior to the commencement of work. 9.14 Landlord, at Landlord's reasonable discretion, may from time to time establish such other reasonable rules and regulations for protection of property and the general safety of occupants and invitees of the Project. Such rules and regulations shall apply to Tenant and Contractor as though established upon the execution of this Exhibit "C".

Construction of Tenant Improvements. Promptly following Following Landlord’s final approval of the Final TI Working Drawings, Landlord shall apply for Tenant Plans and use reasonable efforts to obtain the necessary permits and approvals to allow construction of Landlord’s TI Work. Upon receipt of such permits and approvals, Landlord shall, at Tenant’s expense (subject to the application of the Tenant Improvement Allowance provided in this Workletter, and subject to any other applicable provisions of the Lease or of this Workletter expressly making any specific item of expense or cost the responsibility of Landlord), diligently construct and complete Landlord’s TI Work substantially in accordance with the Approved TI Plansobtaining permits, subject to Unavoidable Delays and Tenant Delays items (if any). Such construction shall be performed in a good and workmanlike manner and shall conform to all applicable governmental codes, laws and regulations in force at the time such work is completed. Without limiting the generality of the foregoing, Landlord shall be responsible for compliance of Landlord’s TI Work with the requirements of the Americans with Disabilities Act and all similar or related requirements pertaining to access by persons with disabilities, but nothing in this sentence shall be construed to make Landlord responsible for bearing the cost of any such compliance, to the extent the compliance work is reasonably attributable to or related to the particular nature or design of the Tenant Improvements or is for any other reason expressly made Tenant’s cost or responsibility under any applicable provision of the Lease or of this Workletter. Landlord shall have the right, in its sole discretion, to decide whether and to what extent to use union labor on or in connection with Landlord’s Work, and shall use the TI General Contractor to construct all of Landlord’s TI Work. Landlord and a) — (c) below Tenant shall each have a right to approve all subcontractors engaged in connection commence and diligently proceed with the construction of the Tenant Improvements no later than three (3) Business Days following Tenant’s receipt of the Building Permit. Tenant shall hire a contractor acceptable to Landlord to complete the Tenant Improvements. The Tenant Improvements shall be conducted with due diligence, in a good and workmanlike manner befitting a first class office building / lab space, and in accordance with the Tenant Plans and all applicable laws, codes, ordinances and rules and regulations of all governmental authorities having jurisdiction. Tenant shall apply for a construction permit for the Tenant Improvements (the “Building Permit”) no later than three (3) Business Days after receipt of Landlord’s approval of the Tenant Plans. Expenses for electric service and other separately metered utilities during Tenant’s build-out and move-in shall be the responsibility of Tenant. Subject to review the waiver of subrogation set forth in the Lease, Tenant hereby agrees to indemnify Landlord and approve hold Landlord harmless from any and all competitive bids claims for any elements personal or bodily injury and property damage that may arise from the performance of the Tenant Improvements, whether resulting from the negligence or willful misconduct of its general contractors, subcontractors or otherwise, except to the extent caused by Landlord, its employees, agents and contractors. Tenant and its contractors and subcontractors shall execute such approval in each instance additional documents as Landlord deems reasonably appropriate to evidence said indemnity. Tenant shall not to be unreasonably withheld, conditioned or delayed by either party.commence the Tenant Improvements until the following is provided:

Construction of Tenant Improvements. Promptly following approval of the Final TI Working Drawings, 5.1 Landlord shall apply for and use reasonable efforts to obtain the necessary permits and approvals to allow construction of Landlord’s TI Work. Upon receipt of such permits and approvals, Landlord shall, at Tenant’s expense (subject to the application of cause the Tenant Improvement Allowance provided in this Workletter, and subject Improvements to any other applicable provisions be substantially completed sufficient for the issuance of a temporary certificate of occupancy for the Premises on or before the Commencement Date of the Lease or of this Workletter expressly making any specific item of expense or cost the responsibility of Landlord), diligently construct and complete Landlord’s TI Work substantially in accordance with the Approved TI Plans, subject to Unavoidable Delays and Tenant Delays (if any). Such construction shall be performed in a good and workmanlike manner and shall conform to all applicable governmental codes, laws and regulations in force at the time such work is completed. Without limiting the generality of the foregoing, Landlord shall be responsible for compliance of Landlord’s TI Work with the requirements of the Americans with Disabilities Act and all similar or related requirements pertaining to access by persons with disabilities, but nothing provisions set forth in this sentence shall be construed to make Landlord responsible for bearing the cost of any such compliance, to the extent the compliance work is reasonably attributable to or related to the particular nature or design of the Tenant Improvements or is for any other reason expressly made Tenant’s cost or responsibility under any applicable provision of the Lease or of this WorkletterWork Letter. Landlord shall have supervise the right, in its sole discretion, to decide whether and to what extent to use union labor on or in connection with Landlord’s Work, completion of such work and shall use diligent efforts to secure substantial completion of the TI General Contractor to construct all work in accordance with the Work Schedule. The cost of Landlord’s TI Work. Landlord and Tenant such work shall each have a right to approve all subcontractors engaged be paid as provided in Section 6. 5.2 In connection with the construction of the Tenant Improvements Improvements, Landlord and Tenant shall arrange for Tenant to review have access to the Premises commencing approximately ten (10) days prior to the estimated date for substantial completion shown on the Work Schedule, in order to allow Tenant to install systems furniture/workstations, telephone lines and approve telephone systems, fiber optics, computer cabling, and related similar matters, and, on a "space ready" basis only, to commence installation of Tenant's trade fixtures. Tenant shall schedule installation of such items with Landlord and Landlord's contractor so as not to unreasonably impede, interfere with or delay the progress of construction of the Tenant Improvements; and Tenant shall perform such installation in accordance with guidelines promulgated by Landlord's contractor. Delay, interference or damage arising out of Tenant's installation of such items shall constitute a Tenant Delay under Section 7. Any and all competitive bids for any elements costs of installation of such items shall be at Tenant's sole cost and expense. 5.3 During the period of construction of the Tenant Improvements, Landlord shall consult with Tenant from time to time as necessary to achieve approval of certain matters and installations related to the Tenant Improvements. Such approvals shall be forthcoming from Tenant within a reasonable time period as requested by Landlord, which time period shall enable Landlord to maintain the schedule for substantial completion of the Tenant Improvements stated in the Work Schedule. Failure of Tenant to respond within such requested time period shall constitute a Tenant Delay. EXHIBIT B TENANT IMPROVEMENTS WORK LETTER AGREEMENT 5.4 During the period of construction of the Tenant Improvements, Landlord and Tenant shall meet at regular meetings occurring at least once monthly regarding the status of the construction and occurring at least once weekly during the final month of construction. If timely, matters requiring Tenant's approval may be determined at such meetings and decisions shall be reflected in each instance not to be unreasonably withheld, conditioned or delayed by either partythe minutes of such meetings.

Construction of Tenant Improvements. Promptly following approval (a) Tenant has personally inspected the Leased Premises and accepts the same “AS IS” without representation or warranty by Landlord of any kind and with the Final TI Working Drawings, understanding that Landlord shall apply for and use reasonable efforts have no responsibility with respect thereto except to obtain the necessary permits and approvals to allow construction of Landlord’s TI Work. Upon receipt of such permits and approvals, Landlord shall, at Tenant’s expense (subject to the application of the Tenant Improvement Allowance provided in this Workletter, and subject to any other applicable provisions of the Lease or of this Workletter expressly making any specific item of expense or cost the responsibility of Landlord), diligently construct and complete Landlord’s TI Work substantially in accordance with the Approved TI Plans, subject to Unavoidable Delays and Tenant Delays (if any). Such construction shall be performed in a good and workmanlike manner the improvements described in the scope of work attached hereto as Exhibit B and shall conform to all applicable governmental codes, laws and regulations in force at made a part hereof (the time such work is completed. Without limiting the generality of the foregoing, “Tenant Improvements”). (b) Landlord shall be responsible provide Tenant with a proposed schedule for compliance of Landlord’s TI Work with the requirements of the Americans with Disabilities Act and all similar or related requirements pertaining to access by persons with disabilities, but nothing in this sentence shall be construed to make Landlord responsible for bearing the cost of any such compliance, to the extent the compliance work is reasonably attributable to or related to the particular nature or design of the Tenant Improvements or is for any other reason expressly made Tenant’s cost or responsibility under any applicable provision of the Lease or of this Workletter. Landlord shall have the right, in its sole discretion, to decide whether and to what extent to use union labor on or in connection with Landlord’s Work, and shall use the TI General Contractor to construct all of Landlord’s TI Work. Landlord and Tenant shall each have a right to approve all subcontractors engaged in connection with the construction and installation of the Tenant Improvements and shall notify Tenant of any material changes to review said schedule. Tenant agrees to coordinate with Landlord regarding the installation of Tenant’s phone and approve data wiring and any other trade related fixtures that will need to be installed in the Leased Premises prior to substantial completion of the Tenant Improvements. In addition, if and to the extent permitted by applicable laws, rules and ordinances, Tenant shall have the right to enter the Leased Premises for thirty (30) days prior to the scheduled date for substantial completion of the Tenant improvements (as may be notified from time to time) in order to install fixtures (such as racking) and otherwise prepare the Leased Premises for occupancy (which right shall expressly exclude making any structural modifications). During any entry prior to the Commencement Date (i) Tenant shall comply with all competitive bids for any elements terms and conditions of this Lease other than the obligation to pay rent, (ii) Tenant shall not interfere with Landlord’s completion of the Tenant Improvements, (iii) Tenant shall cause its personnel and contractors to comply with the terms and conditions of Landlord’s rules of conduct (which Landlord agrees to furnish to Tenant upon request), and (iv) Tenant shall not begin operation of its business. Tenant acknowledges that Tenant shall be responsible for obtaining all applicable permits and inspections relating to any such approval entry by Tenant. (c) Landlord shall use commercially reasonable efforts to substantially complete the Tenant Improvements on or before September 1, 2002. Promptly following the Commencement Date, Tenant shall execute Landlord’s Letter of Understanding in each instance not substantially the form attached hereto as Exhibits C and made a part hereof, acknowledging, among other things, that Tenant has accepted the Leased Premises. (d) Landlord agrees to be unreasonably withheldcomplete the Tenant Improvements no later than September 1, conditioned or delayed by either party2002.

Construction of Tenant Improvements. Promptly following 5.1 Within ten (10) days after Subtenant's, Sublandlord's and Landlord's approval of the Final TI Working DrawingsPlans and the estimated costs of the Tenant Improvements, Subtenant shall cause the contractor to proceed to secure a building permit and commence construction of the Tenant Improvements. 5.2 Subtenant shall be responsible for obtaining all governmental approvals to the full extent necessary for the construction and installation of the Tenant Improvements and for Subtenant's occupancy of the Sublease Premises, in compliance with all applicable Regulations. Subtenant shall employ Reno Contractors as the contractor or such other contractor or contractors as shall be reasonably approved by Landlord in writing to construct the Tenant Improvements in conformance with the approved Space Plan and Plans. The construction contracts between Subtenant and the approved contractor shall be subject to Landlord's prior reasonable approval and shall provide for progress payments. The contractor(s) shall be duly licensed and Landlord's approval of the contractor(s) shall be conditioned, among other things, upon the contractor's reputation for quality of work, timeliness of performance and integrity. 5.3 Sublandlord and Landlord shall apply not be liable for any direct or indirect damages suffered by Subtenant as a result of delays in construction beyond Landlord's and use Sublandlord's reasonable efforts control, including, but not limited to, delays due to obtain strikes or unavailability of materials or labor, or delays caused by Subtenant (including delays by the necessary permits and approvals Space Planner, the contractor or anyone else performing services on behalf of Landlord or Subtenant). 5.4 All work to allow construction of Landlord’s TI Work. Upon receipt of such permits and approvals, Landlord shall, at Tenant’s expense (be performed on the Sublease Premises by Subtenant or Subtenant's contractor or agents shall be subject to the application following conditions: (a) Such work shall proceed upon Landlord's written approval of Subtenant's contractor, and public liability and property damage insurance carried by Subtenant's contractor, and shall further be subject to the provisions of Paragraphs 12 and 27 of the Tenant Improvement Allowance provided Master Lease. (b) All work shall be done in this Workletterconformity with a valid building permit when required, a copy of which shall be furnished to Sublandlord and Landlord before such work is commenced, and subject to in any other applicable provisions of the Lease or of this Workletter expressly making any specific item of expense or cost the responsibility of Landlord)case, diligently construct and complete Landlord’s TI Work substantially in accordance with the Approved TI Plans, subject to Unavoidable Delays and Tenant Delays (if any). Such construction all such work shall be performed in a good and workmanlike manner and shall conform to first-class manner, and in accordance with all applicable governmental codesRegulations and the requirements and standards of any insurance underwriting board, laws and regulations in force at inspection bureau or insurance carrier insuring the time Sublease Premises pursuant to the Sublease. Notwithstanding any failure by Sublandlord or Landlord to object to any such work is completedwork, neither Sublandlord nor Landlord shall have any responsibility for Subtenant's failure to comply with all applicable Regulations. Without limiting the generality of the foregoing, Landlord Subtenant shall be responsible for compliance of Landlord’s TI Work with the requirements of the Americans with Disabilities Act ensuring that construction and all similar or related requirements pertaining to access by persons with disabilities, but nothing in this sentence shall be construed to make Landlord responsible for bearing the cost of any such compliance, to the extent the compliance work is reasonably attributable to or related to the particular nature or design installation of the Tenant Improvements or is for any other reason expressly made Tenant’s cost or responsibility under any applicable provision will not affect the structural integrity of the Lease Building. (c) Landlord or of this Workletter. Landlord Landlord's agents shall have the right, in its sole discretion, to decide whether and to what extent to use union labor on or in connection with Landlord’s Work, and shall use the TI General Contractor to construct all of Landlord’s TI Work. Landlord and Tenant shall each have a right to approve all subcontractors engaged in connection with inspect the construction of the Tenant Improvements by Subtenant during the progress thereof. If Landlord shall give notice of faulty construction or any other deviation from the approved Space Plan or Plans, Subtenant shall cause its contractor to make corrections promptly. However, neither the privilege herein granted to Landlord to make such inspections, nor the making of such inspections by Landlord, shall operate as a waiver of any right of Landlord to require good and workmanlike construction and improvements erected in accordance with the approved Space Plan or Plans. (d) Subtenant shall cause its contractor to complete the Tenant Improvements as soon as reasonably possible. (e) Subtenant's construction of the Tenant Improvements shall comply with the following: (i) the Tenant Improvements shall be constructed in strict accordance with the approved Space Plan or Plans; (ii) Subtenant and its contractor shall submit schedules of all work relating to the Tenant Improvements to Landlord for Landlord's approval within two (2) business days following the later to occur of the selection of the contractor and the approval of the Plans. Landlord shall within three (3) business days after receipt thereof inform Subtenant of any changes which are necessary and Subtenant's contractor shall adhere to such corrected schedule; and (iii) Subtenant shall abide by all reasonable rules made by Landlord with respect to the use of freight, loading dock, and service elevators, storage of materials, coordination of work with the contractors of other tenants, and any other matter in connection with this Work Letter, including, without limitation, the construction of the Tenant Improvements. (f) Subtenant or Subtenant's contractor or agents shall arrange for necessary utility, hoisting and elevator service with Landlord's contractor and shall pay such reasonable charges for such services as may be charged by Subtenant's or Landlord's contractor. (g) Subtenant's entry to the Sublease Premises for any purpose, including, without limitation, inspection or performance of Subtenant construction by Subtenant's agents, prior to the date Subtenant's obligation to pay Rent commences shall be subject to all the terms and conditions of the Sublease except the payment of Rent. Subtenant's entry shall mean entry by Subtenant, its officers, contractors, licensees, agents, servants, employees, guests, invitees, or visitors. Landlord and Sublandlord shall have the right to post the appropriate notices of non-responsibility and to review require Subtenant to provide Landlord and approve all competitive bids Sublandlord with evidence that Subtenant has fulfilled its obligation to provide insurance pursuant to the Sublease. (h) Subtenant shall promptly reimburse Landlord upon demand for any elements reasonable expense actually incurred by Landlord by reason of faulty work done by Subtenant or its contractors or by reason of inadequate clean-up. (i) Subtenant hereby indemnifies and holds Sublandlord and Landlord harmless with respect to any and all costs, losses, damages, injuries and liabilities relating in any way to any act or omission of Subtenant or Subtenant's contractor or agents, or anyone directly or indirectly employed by any of them, in connection with the Tenant Improvements and any breach of Subtenant's obligations under this Work Letter, or in connection with Subtenant's non-payment of any amount arising out of the Tenant Improvements. Such indemnity by Subtenant, as set forth above, shall also apply with respect to any and all costs, losses, damages, injuries, and liabilities related in any way to Sublandlord's and Landlord's performance of any ministerial acts reasonably necessary (i) to permit Subtenant to complete the Tenant Improvements, and (ii) to enable Subtenant to obtain any building permit or certificate of occupancy for the Sublease Premises, except to the extent Landlord's actions are associated with completing the Building shell or core. (j) Subtenant's contractor and the subcontractors utilized by Subtenant's contractor shall guarantee to Subtenant and for the benefit of Sublandlord and Landlord that the portion of the Tenant Improvements for which it is responsible shall be free from any defects in workmanship and materials for a period of not less than one (1) year from the date of completion thereof. Each of Subtenant's contractor and the subcontractors utilized by Subtenant's contractor shall be responsible for the replacement or repair, without additional charge, of all work done or furnished in accordance with its contract that shall become defective within one (1) year after the later to occur of (i) completion of the work performed by such contractor of subcontractors and (ii) the Sublease Commencement Date. The correction of such work shall include, without additional charge, all additional expenses and damages incurred in connection with such removal or replacement of all or any part of the Tenant Improvements, and/or the Building and/or common areas that may be damaged or disturbed thereby. All such approval warranties or guarantees as to materials or workmanship of or with respect to the Tenant Improvements shall be contained in each instance not the construction contract or subcontract and shall be written such that such guarantees or warranties shall inure to the benefit of Sublandlord, Landlord and Subtenant, as their respective interests may appear, and can be unreasonably withhelddirectly enforced by any of the parties. Subtenant covenants to give to Landlord and Sublandlord any assignment or other assurances which may be reasonably necessary to effect such rights of direct enforcement. (k) Commencing upon the execution of the Sublease, conditioned or delayed Subtenant shall hold weekly meetings at a reasonable time with the Space Planner and the contractor regarding the progress of the preparation of the Plans and the construction of the Tenant Improvements, which meetings shall be held at a location designated by either partySubtenant, and Landlord and/or its agents shall receive prior notice of, and shall have the right to attend, all such meetings, and upon Landlord's advance request, certain of Subtenant's contractors shall attend such meetings.

Construction of Tenant Improvements. Promptly following approval of Prior to commencing the Final TI Working Drawings, Landlord shall apply for and use reasonable efforts to obtain the necessary permits and approvals to allow construction of Landlord’s TI Work. Upon receipt of such permits and approvals, Landlord shall, at Tenant’s expense (subject to the application of the Tenant Improvement Allowance provided in this WorkletterImprovements, Tenant shall deliver to Landlord (a) evidence of Tenant's insurance reasonably satisfactory to Landlord, which insurance shall be maintained throughout the construction of the Tenant Improvements, and subject (b) a project schedule in detail reasonably satisfactory to Landlord. In addition, Tenant shall require its contractor to carry appropriate insurance, as reasonably determined by Landlord, but which shall include, without limitation, Commercial General Liability, Commercial Auto Liability and Worker's Compensation, in amounts necessary to insure the project and the work related thereto against claims for bodily injury or death or property damage. Tenant's contractors of all tiers shall name Landlord, Landlord's managing agent, and any other applicable provisions mortgagee requested by Landlord as additional insured on all liability policies required pursuant to this paragraph. Throughout the construction of the Lease Tenant Improvements, Tenant shall notify Landlord promptly of any material deviations from such project schedule. Tenant or of this Workletter expressly making any specific item of expense or cost its contractor shall construct the responsibility of Landlord), diligently construct and complete Landlord’s TI Work substantially in accordance with the Approved TI Plans, subject to Unavoidable Delays and Tenant Delays (if any). Such construction shall be performed Improvements in a good and workmanlike manner and shall conform to in accordance with the CDs and all applicable governmental codesregulations. Notwithstanding anything contained in this Lease to the contrary, laws Tenant's obligation to pay Minimum Annual Rent and regulations Additional Rent hereunder shall nevertheless begin on the Commencement Date (subject to the Abatement set forth in force at the time such work is completed. Without limiting the generality Section 3.05 of the foregoing, Landlord shall be responsible for compliance of Landlord’s TI Work with the requirements of the Americans with Disabilities Act and all similar or related requirements pertaining to access by persons with disabilities, but nothing in this sentence shall be construed to make Landlord responsible for bearing the cost of any such compliance, to the extent the compliance work is reasonably attributable to or related to the particular nature or design of the Tenant Improvements or is for any other reason expressly made Tenant’s cost or responsibility under any applicable provision of the Lease or of this WorkletterLease). Landlord shall have the right, in its sole discretionfrom time to time throughout the construction process, to decide whether and enter upon the Leased Premises to what extent to use union labor on or in connection with Landlord’s Work, and shall use the TI General Contractor to construct all of Landlord’s TI Work. Landlord and Tenant shall each have a right to approve all subcontractors engaged in connection with the construction of the Tenant Improvements and to review and approve all competitive bids for any elements perform periodic inspections of the Tenant Improvements, . Tenant agrees to respond to and address promptly any reasonable concerns raised by Landlord during or as a result of such approval in each instance not to be unreasonably withheld, conditioned or delayed by either partyinspections.

Construction of Tenant Improvements. Promptly following approval of a. After the Final TI Working DrawingsAgreed Plans have been prepared and approved, Landlord the final Cost of Tenant Improvements has been approved by Xxxxxx and Customer and a building permit for the Tenant Improvements has been issued, Xxxxxx shall apply enter into the Construction Contract with a guaranteed maximum price with the Contractor for and use reasonable efforts to obtain the necessary permits and approvals to allow construction of Landlord’s TI Work. Upon receipt of such permits and approvals, Landlord shall, at Tenant’s expense (subject to the application installation of the Tenant Improvement Allowance provided in this Workletter, and subject to any other applicable provisions of the Lease or of this Workletter expressly making any specific item of expense or cost the responsibility of Landlord), diligently construct and complete Landlord’s TI Work substantially Improvements in accordance with the Approved TI Final Agreed Plans, subject . Xxxxxx’x Construction Contract shall require the Contractor to Unavoidable Delays and construct the Tenant Delays (if any). Such construction shall be performed Improvements in a good and workmanlike manner and shall conform to in compliance with all applicable governmental codes, laws and regulations in force at laws. Xxxxxx shall supervise the time completion of such work is completed. Without limiting the generality and shall use its best efforts to secure Substantial Completion (as defined below) of the foregoing, Landlord work as soon as reasonably practicable. The cost of such work shall be responsible paid as provided in Section 3 hereof. Xxxxxx shall not be liable for compliance any direct or indirect damages as a result of Landlorddelays in construction. Xxxxxx shall not authorize any change orders, changes to the Final Agreed Plans or increases in cost without Customer’s TI Work with prior written (or oral as allowed by Section 2d above) approval which, if the change is necessitated by the requirements of the Americans with Disabilities Act and all similar any governmental agency, shall not be unreasonably withheld or related requirements pertaining to access by persons with disabilitiesconditioned, but nothing in this sentence otherwise shall be construed to make Landlord responsible for bearing the cost of any such compliance, to the extent the compliance work is reasonably attributable to or related to the particular nature or design within Customer’s full and complete discretion. b. The Construction Contract shall provide that all of the Tenant Improvements Improvement work shall be carried out with good workmanship and with new materials, which shall all be of a high quality and conforming to the workmanlike standards of practice, and shall not be in contravention of the laws, codes or is for regulations of the City of Seattle or any other reason expressly made Tenant’s cost or responsibility under any applicable provision authority having jurisdiction. x. Xxxxxx shall cause the Contractor to use reasonable efforts to complete all punch list items within thirty (30) days after creation of the Lease punch list. x. Xxxxxx guarantees the Tenant Improvements against defective workmanship and materials, latent or otherwise, or contravention of this Workletterthe laws, codes or regulations of the City of Seattle or any other authority having jurisdiction, for a period of one (1) year (“Warranty Period”) after Substantial Completion. Landlord shall have On the rightexpiration of the Warranty Period, in its sole discretion, Xxxxxx will deliver to decide whether Customer originals of all continuing guaranties and to what extent to use union labor on warranties issued or made in connection with Landlord’s Work, and shall use the TI General Contractor to construct all of Landlord’s TI Work. Landlord and Tenant shall each have a right to approve all subcontractors engaged in connection with the construction performance of the Tenant Improvements and shall assign to Customer Xxxxxx’x interest in those guaranties and warranties. From and after the Warranty Period, Xxxxxx will cooperate with Customer in efforts to enforce all construction warranties for the benefit of Customer. e. During the construction process, Xxxxxx, Customer and Contractor shall meet at least once per week at the job site to review construction progress and approve all competitive bids for any elements of other matters as may be appropriate in connection with the Tenant Improvements, such approval in each instance not to be unreasonably withheld, conditioned or delayed by either party.

Construction of Tenant Improvements. Promptly following Within thirty (30) days after ----------------------------------- the execution this Lease, Tenant shall deliver to Landlord such drawings and specifications (the "Tenant Improvements Drawings and Specifications") as are reasonably necessary to describe the improvements to the Premises which Tenant desires to have made (the "Tenant Improvements"). The Tenant Improvements are subject to Landlord's approved, which approval shall not be unreasonably withheld or delayed. Landlord shall diligently proceed to have the Tenant Improvements constructed as set forth in this Section 4.D and to have issued all necessary certificates of occupancy and all other permits required to occupy the Premises (the "Occupancy Permits") pursuant to the Schedule. Landlord shall use subcontractors to construct the Tenant Improvements. For each portion of the Final TI Working Drawingswork, Landlord shall apply for and use reasonable efforts make a good faith attempt to obtain bids from at least three subcontractors which (i) are properly licensed to construct the necessary permits and approvals to allow construction of Landlord’s TI Work. Upon receipt of such permits and approvals, Landlord shall, at Tenant’s expense (subject to the application respective portion of the Tenant Improvement Allowance provided in this WorkletterImprovements on which such subcontractors are bidding, (ii) are not affiliated with Landlord, and subject (ii) Landlord believes are reputable, competent and efficient. Landlord shall submit all such bids to any other applicable provisions Tenant for Tenant's review together with Landlord's recommendation as to which subcontractor should be selected to construct each portion of the Lease or Tenant Improvements. Tenant shall designate which subcontractor is to construct each portion of the Tenant Improvements (the "Designated Tenant Improvements Subcontractor"). Landlord promptly shall employ the Designated Tenant Improvements Subcontractor to do so. Thereafter, Landlord shall cause the Designated Tenant Improvements Subcontractor to prosecute the construction of such Designated Tenant Improvements diligently to completion in conformance with the Tenant Improvements Drawings and Specifications and in compliance with all applicable laws, statutes, orders, ordinances, rules and regulations. Subject to Section 4.F of this Workletter expressly making any specific item of expense or cost Lease, Landlord shall cause the responsibility of Landlord), diligently construct Tenant Improvements to be so constructed and complete Landlord’s TI Work substantially all Occupancy Permits to be issued in accordance with the Approved TI Plans, subject to Unavoidable Delays and Tenant Delays (if any). Such construction shall be performed in a good and workmanlike manner and shall conform to all applicable governmental codes, laws and regulations in force at the time such work is completed. Without limiting the generality of the foregoing, Landlord shall be responsible for compliance of Landlord’s TI Work with the requirements of the Americans with Disabilities Act and all similar or related requirements pertaining to access by persons with disabilities, but nothing in this sentence shall be construed to make Landlord responsible for bearing the cost of any such compliance, to the extent the compliance work is reasonably attributable to or related to the particular nature or design of the Tenant Improvements or is for any other reason expressly made Tenant’s cost or responsibility under any applicable provision of the Lease or of this Workletter. Landlord shall have the right, in its sole discretion, to decide whether and to what extent to use union labor on or in connection with Landlord’s Work, and shall use the TI General Contractor to construct all of Landlord’s TI Work. Landlord and Tenant shall each have a right to approve all subcontractors engaged in connection with the construction of the Tenant Improvements and to review and approve all competitive bids for any elements of the Tenant Improvements, such approval in each instance not to be unreasonably withheld, conditioned or delayed by either partySchedule.

Construction of Tenant Improvements. Promptly following approval of Tenant shall construct or cause to be constructed the Final TI Working Drawings, Landlord shall apply for and use reasonable efforts to obtain the necessary permits and approvals to allow construction of Landlord’s TI Work. Upon receipt of such permits and approvals, Landlord shall, at tenant improvements comprising Tenant’s expense 's Work (subject to the application of the "Tenant Improvement Allowance provided in this Workletter, and subject to any other applicable provisions of the Lease or of this Workletter expressly making any specific item of expense or cost the responsibility of Landlord), diligently construct and complete Landlord’s TI Work substantially Improvements") in accordance with the Approved TI Plansapproved Final Plans and with each of the following requirements: (a) Tenant shall submit to Landlord the name of Xxxxxx's proposed contractor, subject a copy of the construction contract between Tenant and its contractor, and a certificate of public liability and property damage insurance in an amount no less than one million dollars carried by Xxxxxx's contractor naming Landlord as an additional insured at least five (5) business days before the date Tenant wishes to Unavoidable Delays commence construction of Tenant Improvements. The contractor's policy of insurance shall contain an endorsement providing that the insurance cannot be cancelled or modified unless Landlord has EXHIBIT F RULES AND REGULATIONS 1. Signs and Tenant Delays Windows (if any). Such construction a) No sign, placard, picture, advertisement, name or notice shall be performed in a good inscribed, displayed, or printed or affixed on or to the outside or inside of the Building without prior written consent of Landlord, and workmanlike manner it may remove any unauthorized sign, placard, picture, advertisement, name or notice without notice to and shall conform to all applicable governmental codes, laws and regulations in force at the time such work is completed. Without limiting the generality expense of the foregoingTenant. (b) All approved signs, Landlord or lettering shall be responsible for compliance printed, painted, affixed or inscribed at the expense of Tenant by a person approved of by Landlord’s TI Work with . (c) Tenant shall not place or allow anything to be placed near the requirements of the Americans with Disabilities Act and all similar or related requirements pertaining to access by persons with disabilities, but nothing in this sentence shall be construed to make Landlord responsible for bearing the cost glass of any such compliancewindow, to door, partition or wall which may appear unsightly from outside the extent the compliance work is reasonably attributable to or related to the particular nature or design of the Tenant Improvements or is for any other reason expressly made Tenant’s cost or responsibility under any applicable provision of the Lease or of this WorkletterPremises. Landlord shall have the rightmay, in its sole discretionat Xxxxxxxx's expense, to decide whether furnish and to what extent to use union labor on or in connection with Landlord’s Work, and shall use the TI General Contractor to construct install a building standard window covering at all of Landlord’s TI Workexterior windows. Landlord and Tenant shall each have a right to approve all subcontractors engaged in connection with the construction not without prior written consent of the Tenant Improvements and to review and approve all competitive bids for Landlord sunscreen any elements of the Tenant Improvements, such approval in each instance not to be unreasonably withheld, conditioned or delayed by either partywindow.

Construction of Tenant Improvements. Promptly following approval The Tenant Improvement Plans shall be submitted by Landlord to the appropriate governmental body for plan checking and the issuance of a building permit. Tenant shall cause to be made to the Final TI Working Drawings, Landlord shall apply for and use reasonable efforts Tenant Improvement Plans any changes necessary to obtain the necessary permits and approvals to allow construction of Landlord’s TI Workbuilding permit. Upon receipt of such permits and approvals, Landlord shall, at Tenant’s expense (subject to the application After final approval of the Tenant Improvement Allowance provided in this WorkletterPlans by applicable governmental authorities, no further changes may be made thereto without the prior written approval of both Landlord and Tenant, and then only after agreement by Tenant to pay any excess costs resulting from the design and/or construction of such changes. Landlord shall solicit competitive bids from at least three (3) general contractors designated by Landlord (subject to any other applicable provisions of Tenant's approval, which shall not be unreasonably withheld or delayed) for the Lease or of this Workletter expressly making any specific item of expense or cost Initial Tenant Work, and the responsibility of Landlord)contract for the Initial Tenant Work shall, diligently construct and complete Landlord’s TI Work substantially unless otherwise instructed by Tenant, be awarded to the general contractor submitting the lowest bid in accordance with the Approved TI Plans, subject to Unavoidable Delays and bid documents. After a building permit for the Tenant Delays (if any). Such construction shall be performed in a good and workmanlike manner and shall conform to all applicable governmental codes, laws and regulations in force at the time such work is completed. Without limiting the generality of the foregoingImprovements has been issued, Landlord shall be responsible for compliance of Landlord’s TI Work with the requirements of the Americans with Disabilities Act and all similar or related requirements pertaining cause such general contractor to access by persons with disabilities, but nothing in this sentence shall be construed to make Landlord responsible for bearing the cost of any such compliance, to the extent the compliance work is reasonably attributable to or related to the particular nature or design begin installation of the Tenant Improvements or is for any other reason expressly made Tenant’s cost or responsibility under any applicable provision in accordance with the Tenant Improvement Plans. Landlord shall supervise the completion of such work and shall diligently pursue substantial completion of the Lease or of this Workletterwork. Landlord shall have the rightright to substitute comparable materials or finishes in the event such items are unavailable, in its sole discretionbut, to decide whether and to what the extent to use union labor on practicable, shall obtain Tenant's prior consent thereto, which consent shall not be unreasonably withheld or in connection with Landlord’s Work, and shall use the TI General Contractor to construct all of Landlord’s TI Workdelayed. Landlord and Tenant shall each have a right to approve all subcontractors engaged in connection with the construction of the Tenant Improvements and to review and approve all competitive bids no event be liable for any elements direct or indirect damages as a result of the delays in construction due to Force Majeure, or due to delays or other acts or omissions by Tenant Improvements, such approval in each instance not to be unreasonably withheld, conditioned (or delayed by either partyits architect or anyone performing services on behalf of Tenant).

Construction of Tenant Improvements. Promptly following approval 3.1 Upon completion of the Final TI Working DrawingsPlans and at the request of Tenant, Landlord and its contractor shall apply for and use reasonable efforts provide to obtain Tenant in writing an estimate of the necessary permits and approvals cost of improvements to allow construction of Landlord’s TI Work. Upon receipt of such permits and approvals, Landlord shall, be provided at Tenant’s expense pursuant to Section 1 of this Work Agreement. Within five days after Tenant’s receipt of such estimated cost, Tenant shall delete any items which Tenant elects not to have constructed and shall authorize construction of the balance of the improvements. In the absence of such written authorization, Landlord shall not be obligated to commence work on the Premises and Tenant shall be responsible for any costs due to any resulting delay in completion of the Premises. Notwithstanding the provisions of this Section 3.1, Tenant may request Landlord’s approval to use a contractor other than Landlord’s for the construction of Tenant’s improvements. Tenant shall include with any request for such approval a written estimate by Tenant’s contractor of the cost of the improvements. Landlord shall respond to any request for such approval within ten days after receipt of the request. If Landlord approves Tenant’s request to use its own contractor, the work performed by such contractor shall be in conformance with the provisions of Section 3.4 of this Work Agreement. 3.2 If Landlord’s contractor is to construct Tenant’s improvements, then prior to commencement of construction of the improvements, Tenant shall either (subject i) deposit with Landlord cash in an amount equal to the application estimated cost of the Tenant Improvement Allowance provided in this Workletter, and subject improvements to any other applicable provisions of the Lease or be installed at Tenant’s expense pursuant to Section 1 of this Workletter expressly making any specific item Work Agreement, or (ii) provide Landlord with other evidence or assurance, such as a bond, satisfactory to Landlord of expense or Tenant’s ability to pay the estimated cost the responsibility of Landlord), diligently construct and complete such improvements. Landlord’s TI Work substantially contractor shall then complete the improvements in accordance with the Approved TI Working Plans. Any additional amounts payable by Tenant for the actual cost of the improvements beyond the Improvement Allowance shall be paid upon acceptance of the Premises by Tenant in accordance with the terms of the Lease, or upon receipt of the final accounting. If each is deposited by Tenant as provided above in this Section 3.2, any excess paid by Tenant over the actual cost of the improvements shall be promptly refunded to Tenant by Landlord. 3.3 If Tenant desires any change to its improvements, Tenant shall submit a written request for such change to Landlord, together with all plans and specifications necessary to show and explain changes from the approved Working Plans. Any such change shall be subject to Unavoidable Delays and Landlord’s approval. If Landlord’s contractor is constructing Tenant’s improvements, Landlord or such contractor shall notify Tenant Delays (in writing of the amount, if any). Such construction shall , which will be performed in a good and workmanlike manner and shall conform charged or credited to all applicable governmental codes, laws and regulations in force at the time such work is completed. Without limiting the generality of the foregoing, Landlord shall be responsible for compliance of Landlord’s TI Work with the requirements of the Americans with Disabilities Act and all similar or related requirements pertaining Tenant to access by persons with disabilities, but nothing in this sentence shall be construed to make Landlord responsible for bearing reflect the cost of any such compliance, to the extent the compliance work is reasonably attributable to or related to the particular nature or design of the Tenant Improvements or is for any other reason expressly made Tenant’s cost or responsibility under any applicable provision of the Lease or of this Workletter. Landlord shall have the right, in its sole discretion, to decide whether and to what extent to use union labor on or in connection with Landlord’s Work, and shall use the TI General Contractor to construct all of Landlord’s TI Work. Landlord and Tenant shall each have a right to approve all subcontractors engaged in connection with the construction of the Tenant Improvements and to review and approve all competitive bids for any elements of the Tenant Improvements, such approval in each instance not to be unreasonably withheld, conditioned or delayed by either partychange.

Construction of Tenant Improvements. Promptly following approval of the Final TI Working Drawings, Landlord shall apply for and use reasonable efforts retain OPI (“Contractor”) to obtain the necessary permits and approvals to allow construction of Landlord’s TI Work. Upon receipt of such permits and approvals, Landlord shall, at Tenant’s expense (subject to the application of construct the Tenant Improvement Allowance provided in this Workletter, and subject to any other applicable provisions of the Lease or of this Workletter expressly making any specific item of expense or cost the responsibility of Landlord), diligently construct and complete Landlord’s TI Work substantially Improvements in accordance with the Approved TI Plans, subject Final Working Drawings. Landlord shall require that Contractor obtain at least three (3) competitive bids for each major trade. Landlord shall cause the Contractor to Unavoidable Delays construct the Tenant Improvements in accordance with the Final Working Drawings and Tenant Delays (if any). Such construction shall be performed all Laws in a good and workmanlike manner and shall conform to all applicable governmental codes, laws and regulations in force at the time such work is completedmanner. Without limiting the generality of the foregoing, Landlord shall be responsible for compliance of Landlord’s TI Work with deliver the requirements of the Americans with Disabilities Act and all similar or related requirements pertaining Leased Premises to access by persons with disabilities, but nothing in this sentence shall be construed to make Landlord responsible for bearing the cost of any such compliance, to the extent the compliance work is reasonably attributable to or related to the particular nature or design Tenant promptly upon Substantial Completion of the Tenant Improvements or is for any other reason expressly made Tenant’s cost or responsibility under any applicable provision of the Lease or of this WorkletterImprovements. Landlord shall have shall, at Landlord’s sole cost and expense, repair any defects in the rightTenant Improvements (other than those caused by or resulting from the negligence or willful misconduct of a Tenant Party) for a period of one year following Substantial Completion thereof. Landlord hereby assigns, in its sole discretionon a non-exclusive basis, to decide whether Tenant all warranties and guaranties by Contractor and other third party contractors, subcontractors and vendors relating to what extent to use union labor on the Tenant Improvements from and after the date that is one year after Substantial Completion thereof. From and after such date, Tenant hereby waives all claims against Landlord relating to, or in connection with Landlord’s Work, and shall use the TI General Contractor to construct all arising out of Landlord’s TI Work. Landlord and Tenant shall each have a right to approve all subcontractors engaged in connection with the construction of the Tenant Improvements and Improvements. If Landlord fails to review and approve all competitive bids for any elements cause construction of the Tenant ImprovementsImprovements in accordance with this Work Letter and such failure continues for a period of thirty (30) days after written notice to Landlord, Tenant shall have the right at any time after such thirty (30) day period while such failure is continuing, to elect to undertake the Tenant Improvements on Landlord’s behalf and, upon such election Tenant shall have the right to offset the cost of such undertaking against payments of Rent due under the Lease (with interest accruing thereon at the lesser of 10% per annum or the then maximum rate of interest not prohibited or made usurious by Law from the date of the expenditure until the date Tenant has been reimbursed therefor through such offset), provided that notwithstanding any such undertaking, Tenant shall remain responsible for any Over-Allowance Amount. Any work so undertaken by Tenant shall be performed by the Contractor, Architect, and Engineers named herein unless otherwise approved in writing by Landlord, which approval in each instance shall not to be unreasonably withheld, conditioned or delayed by either partydelayed.

Construction of Tenant Improvements. Promptly following approval a. As part of the Final TI Working Drawings, Landlord shall apply for and use reasonable efforts cost of the Tenant Improvements to obtain the necessary permits and approvals to allow construction of Landlord’s TI Work. Upon receipt of such permits and approvals, Landlord shall, at Tenant’s expense be paid by Tenant (subject to the application Landlord’s contribution of the Tenant Improvement Allowance as provided herein), at Landlord’s option, Tenant shall reimburse Landlord for costs of remedying deficient or faulty work or inadequate clean-up done by Tenant or its contractor(s) and trash/dumpster use (unless Tenant’s Contractor uses its own dumpster with Landlord’s consent, in this Workletterwhich event, trash removal shall be provided by Tenant’s Contractor; provided that in all events Tenant shall be responsible for removing its own trash from the Premises to the appropriate dumpster in connection with any construction or installation by Tenant or its agents). Tenant shall not be charged for use of construction electricity. b. Landlord or its designated agent shall be afforded an opportunity to supervise all Tenant Improvements. c. Landlord shall not be liable for, and subject to Tenant waives all claims against Landlord for, any other applicable provisions defaults of the Lease Tenant’s Contractor and all subcontractors and suppliers relating to construction of the Tenant Improvements. In the event of any such default, Tenant shall look solely to Tenant’s Contractor or the subcontractors or suppliers. d. Tenant shall repair any damage to the Building (including the premises of this Workletter expressly making any specific item of expense or cost the responsibility of Landlordother tenants), diligently construct or to the property of Landlord or other tenants, and complete shall indemnify, defend, protect and hold the Landlord and Landlord’s TI Agents harmless from any and all liabilities, obligations, damages, penalties, claims, costs, charges and expenses (including, without limitation, reasonable attorney’s fees) which arise from the negligence of Tenant or Tenant’s Agents (including without limitation Tenant’s Contractor) in the design of the Tenant Improvements and the process of construction of the Tenant Improvements. e. All Tenant Improvement Work shall be (1) completed substantially in accordance with the Approved TI Plans, subject to Unavoidable Delays approved Plans and Tenant Delays Specifications; (if any). Such construction shall be performed 2) completed in accordance with all Laws and applicable governmental requirements; (3) carried out promptly in a good and workmanlike manner manner; (4) of all new materials, unless Landlord agrees otherwise in writing; and (5) free of defect in materials and workmanship. f. Tenant’s Contractor and all subcontractors shall abide by the Landlord’s reasonable construction rules. g. Tenant shall obtain all necessary occupancy permits with respect to the Premises and shall conform provide duplicate copies thereof to Landlord. Tenant shall not occupy the Premises prior to obtaining all applicable governmental codes, laws necessary occupancy permits for such occupancy and regulations in force at the time such work is completed. Without limiting the generality of the foregoing, Landlord shall be responsible for compliance of Landlord’s TI Work having complied with the insurance requirements of the Americans with Disabilities Act and all similar or related requirements pertaining to access by persons with disabilities, but nothing in this sentence shall be construed to make Landlord responsible for bearing the cost of any such compliance, Lease applicable to the extent the compliance work is reasonably attributable to or related to the particular nature or design of the Tenant Improvements or is for any other reason expressly made Tenant’s cost or responsibility under any applicable provision of the Lease or of this Workletter. Landlord shall have the right, in its sole discretion, to decide whether and to what extent to use union labor on or in connection with Landlord’s Work, and shall use the TI General Contractor to construct all of Landlord’s TI Work. Landlord and Tenant shall each have a right to approve all subcontractors engaged in connection with the construction of the Tenant Improvements and to review and approve all competitive bids for any elements of the Tenant Improvements, such approval in each instance not to be unreasonably withheld, conditioned or delayed by either partyTerm.

Construction of Tenant Improvements. Promptly following approval Landlord shall, via the General Contractor, obtain all state and local licenses, permits and approvals (whether governmental or non-governmental) required to construct the Tenant Improvements and for Tenant’s occupancy of the Final TI Working DrawingsExpansion Space. Landlord shall provide access to the General Contractor for Construction of the Tenant Improvements and to the extent such access requires entry through space occupied by other tenants, Landlord shall apply provide for such access at its sole cost and use reasonable efforts expense. The Landlord shall engage, subject to obtain the necessary permits and approvals to allow construction of Landlord’s TI Work. Upon receipt of such permits and approvals, Landlord shall, at Tenant’s expense (subject reasonable approval, a general contractor to the application of construct the Tenant Improvement Allowance provided in this Workletter, and subject to any other applicable provisions of Improvements (the Lease or of this Workletter expressly making any specific item of expense or cost the responsibility of Landlord“General Contractor”), diligently . The General Contractor shall construct and complete Landlord’s TI Work substantially install the Tenant Improvements in accordance with the Approved TI PlansPlans which expense shall be deducted from the Upfit Allowance. The Tenant Improvements shall be delivered via Associated General Contractors (AGC) Guaranteed Maximum Price Contract (the “Contract”) with Liquidated Damages of $500.00 per day, subject and a payment and performance bond. Any Liquidated Damages (less cost of collection) paid to Unavoidable Delays Landlord shall accrue to the Tenant; provided, however, any paid Liquidated Damages for any Tenant Delay shall accrue to Landlord. The General Contractor shall obtain at least three (3) bids for all major trade work at the Expansion Space. Landlord will work with the General Contractor to complete the Tenant Improvements by the Commencement Date. All contracts with vendors and subcontractors for construction of the Tenant Delays (if any)Improvements will be negotiated by the General Contractor. Such All work performed in connection with the construction of the Expansion Space shall be performed in a good and workmanlike manner manner, in accordance with all Applicable Laws and the final approved Plans. If materials are not readily available, require quick ship charges, or require substitution, the Tenant will be given notice and the opportunity to select alternate materials. Landlord shall conform to all applicable governmental codes, laws and regulations in force at insure that the time such work is completed. Without limiting the generality Architect conducts a periodic review (a minimum of once every two weeks) of the foregoingprogress of construction to ensure compliance with the Plans. Tenant may from time to time request in writing changes to the Plans (a “Change Order”), subject to Landlord’s consent, which shall not be unreasonably withheld. Landlord shall cause Contractor to provide an estimate of any change in the Construction Cost and/or Schedule. Tenant shall have the right to elect whether or not to proceed with the Change Order within five (5) business days after receipt of such estimate. Upon such approval by Tenant, or confirmation by Landlord that the Change Order will not result in any change in cost and/or Schedule, Landlord shall be responsible for compliance of Landlord’s TI Work with implement the requirements of the Americans with Disabilities Act and all similar or related requirements pertaining to access by persons with disabilities, but nothing in this sentence shall be construed to make Landlord responsible for bearing the cost of any such compliance, to the extent the compliance work is reasonably attributable to or related to the particular nature or design Change Order as part of the Tenant Improvements or is for Improvements. Landlord acknowledges that Tenant may hire the General Contractor and/or any subcontractors to perform other reason expressly made Tenant’s cost or responsibility under any applicable provision work items (in accordance with the terms and conditions of the Lease Lease) within the original Premises concurrently with the Tenant Improvements, provided such work does not require changes to the Schedule. Tenant acknowledges that the following items may result in changes to the Budget and/or Schedule: (i) Municipal or other governmental inspectors require changes to the Expansion Space such as code compliance changes. In such event, Landlord will notify Tenant of this Workletterthe required changes, but the increased cost of such changes, if any, and any delay associated with such changes shall be the responsibility of Tenant. (ii) Change Orders approved by Tenant. Any increased costs and delays due to such approved Change Orders shall be the responsibility of Tenant. Any delays caused by such approved Change Orders shall not delay the Commencement Date of the Lease. Landlord shall have the right, not charge Tenant any administrative fees in its sole discretion, to decide whether and to what extent to use union labor on or in connection with Landlord’s Work, and shall use the TI General Contractor to construct all respect of Landlord’s TI Workany Change Orders. Landlord and Tenant shall each have a right to approve all subcontractors engaged in connection with the construction of the Tenant Improvements and five (5) business days to review and approve all competitive bids for Change Orders and any elements additional review time by Tenant shall be a Tenant Delay. (iii) If materials are not readily available, require quick ship charges, or require substitution, provided Landlord shall identify any such materials within ten (10) days of final approval of the Plans, and in any such case, Tenant Improvements, such approval in each instance not will be given notice and the opportunity to be unreasonably withheld, conditioned or delayed by either partyselect alternate materials. (iv) Any Tenant Delay.

Construction of Tenant Improvements. Promptly following approval of Tenant shall cause the Final TI Working Drawings, Landlord shall apply for and use reasonable efforts to obtain the necessary permits and approvals to allow construction of Landlord’s TI Work. Upon receipt of such permits and approvals, Landlord shall, at Tenant’s expense (subject to the application of the Tenant Improvement Allowance provided in this Workletter, and subject to any other applicable provisions of the Lease or of this Workletter expressly making any specific item of expense or cost the responsibility of Landlord), diligently construct and complete Landlord’s TI Work substantially in accordance with the Approved TI Plans, subject to Unavoidable Delays and Tenant Delays (if any). Such construction shall be performed in a good and workmanlike manner and shall conform to all applicable governmental codes, laws and regulations in force at the time such work is completed. Without limiting the generality of the foregoing, Landlord shall be responsible for compliance of Landlord’s TI Work with the requirements of the Americans with Disabilities Act and all similar or related requirements pertaining to access by persons with disabilities, but nothing in this sentence shall be construed to make Landlord responsible for bearing the cost of any such compliance, to the extent the compliance work is reasonably attributable to or related to the particular nature or design of the Tenant Improvements or is for any other reason expressly made Tenant’s cost or responsibility under any to be carried out in compliance with the Working Plans, all applicable provision zoning laws and regulations, applicable covenants, conditions and restrictions, and otherwise in compliance with the provisions of Section 10 of the Lease or Lease. Prior to the commencement of construction, Tenant shall obtain course of construction and builder's "all risk" insurance in such amounts and form as Landlord requires, liability insurance in the form and amounts required under the Lease, and such performance bonds in form and amounts as Landlord requires. Tenant shall cause the construction of the Tenant Improvements to be carried out with such materials, equipment, contractors and subcontractors as Tenant shall select, all of which shall be approved by Landlord. Landlord hereby approves of South Bay Construction as Tenant's general contractor for its construction of the Tenant Improvements, subject however to such general contractor complying with all applicable requirements of this WorkletterWork Letter. Within ten (10) days after the approval of the final Working Plans in accordance with subparagraph (a) above or as soon as is reasonably possible thereafter, Tenant shall submit to Landlord shall have for its review and approval (i) copies of all proposed construction contracts between Tenant and all contractors and between such contractors and all subcontractors for the rightTenant Improvements, together with such background information on such contractors and subcontractors as Landlord may require; (ii) a listing of the make, model, type, grade and all other characteristics requested by Landlord, of all materials, equipment and fixtures which Tenant proposes to install in its sole discretion, to decide whether and to what extent to or use union labor on or in connection with Landlord’s Workthe Tenant Improvements; and (iii) a budget setting forth in itemized fashion the costs of all materials, equipment, fixtures, contractors, subcontractors, laborers, permits, fees, licenses, and shall use the TI General Contractor all other costs and expenses Tenant proposes to construct all of Landlord’s TI Work. Landlord and Tenant shall each have a right to approve all subcontractors engaged incur in connection with the construction of the Tenant Improvements, specifically also including a development review fee to be paid to Landlord in connection with its review, oversight and related functions under this Work Letter in the amount of Nineteen Thousand Eight Hundred Thirty-eight Dollars ($19,838) (hereafter collectively the "Tenant Improvements and Costs"). All such matters shall be subject to review and approve all competitive bids for any elements the approval of Landlord prior to the commencement of construction of the Tenant Improvements, in Landlord's reasonable discretion. Tenant shall have the responsibility to obtain all necessary construction and building permits and licenses necessary for the construction of the Tenant Improvements. Tenant shall cause construction of the Tenant Improvements in a good and workmanlike manner in strict accordance with the approved Working Plans. All Tenant Improvements Costs shall be paid for by and shall be the sole responsibility of the Tenant (other than to the extent reimbursed by the Allowance as set forth below), including without limitation all costs of utilities, services and insurance on the Premises arising out of the construction of the Tenant Improvements. All construction of the Tenant Improvements shall be performed and completed lien free, and Tenant hereby indemnifies and agrees to defend and hold Landlord and the Premises free and harmless from any and all claims, losses, damages, actions and causes of action as may be incurred as a result of work performed or materials furnished in connection with construction of the Tenant Improvements. Landlord shall have the right to post notices of non-responsibility at such approval in each instance not locations as Landlord may desire prior to be unreasonably withheld, conditioned or delayed by either partythe commencement of construction of the Tenant Improvements.

Construction of Tenant Improvements. Promptly Tenant shall construct the Tenant Improvements in substantial conformity with the plans and outline specifications to be prepared by Tenant and approved in advance by Landlord, which approval shall not be unreasonably withheld or delayed. In constructing the Tenant Improvements, Tenant shall comply with the following approval of provisions: (a) The Tenant Improvements shall be performed by responsible contractors and subcontractors who shall not prejudice Landlord's relationship with Landlord's contractors or subcontractors or the Final TI Working Drawingsrelationship between such contractors and their subcontractors or employees, or disturb harmonious labor relations, and who shall furnish in advance and maintain in effect workmen's compensation insurance in accordance with statutory requirements and comprehensive public liability insurance (naming Landlord shall apply for and use reasonable efforts Landlord's contractors and subcontractors as additional insureds) with limits satisfactory to obtain Landlord; (b) If the necessary permits and approvals to allow construction of Landlord’s TI Work. Upon receipt of such permits and approvals, Landlord shall, at Tenant’s expense (subject to the application aggregate cost of the Tenant Improvement Allowance provided Improvements is equal to or in this Workletterexcess of one hundred fifty thousand dollars ($150,000) then prior to commencing the Tenant Improvements, Tenant must provide executed, effective waivers of mechanics liens from all contractors and subject all sub-contractors. In the event Tenant fails to any other provide executed and effective waivers, or if such waivers are not applicable provisions of the Lease or of this Workletter expressly making any specific item of expense or cost the responsibility of Landlord)under state law, diligently construct and complete Landlord’s TI Tenant must bond all such Tenant's Work substantially in accordance with the Approved TI Plans, subject prior to Unavoidable Delays and Tenant Delays commencement; (if any). Such construction c) No such work shall be performed in a good and workmanlike such manner and shall conform or at such times as to all applicable governmental codes, laws and regulations cause any delay in force at the time such connection with any work is completed. Without limiting the generality being done by any of the foregoing, Landlord's contractors or subcontractors in the Leased Premises or in the Building generally; (d) All construction contracts for Tenant Improvements must include a provision holding the Landlord shall be responsible for compliance of Landlord’s TI Work with the requirements of the Americans with Disabilities Act harmless from and against any and all similar or related requirements pertaining to access by persons with disabilitiesclaims arising from, but nothing in this sentence shall be construed to make Landlord responsible for bearing the cost of any such compliance, to the extent the compliance work is reasonably attributable to or related to the particular nature or design of the Tenant Improvements or is for any other reason expressly made Tenant’s cost or responsibility under any applicable provision of the Lease or of this Workletter. Landlord shall have the right, in its sole discretion, to decide whether and to what extent to use union labor on or in connection with Landlord’s Worksuch construction; and (e) Tenant and its contractors and subcontractors shall be solely responsible for the transportation, safekeeping and storage of materials and equipment used in the performance of such work, for the removal of waste and debris resulting therefrom, and for any damage caused by them to any installations or work performed by Landlord's contractors and subcontractors. The Tenant Improvements shall use the TI General Contractor be deemed to construct all of Landlord’s TI Work. Landlord and Tenant shall each have a right to approve all subcontractors engaged in connection with the construction be alterations under Section 7.03 of the Tenant Improvements Lease. EXHIBIT C DEMISING WALL AND RELATED IMPROVEMENTS 1. Construction of a demising wall between the Leased Premises and the premises currently leased to review and approve all competitive bids for any elements JDS Uniphase Corporation. 2. Painting of only the office area of the Tenant Improvements, such approval in each instance not to be unreasonably withheld, conditioned or delayed by either party.Leased Premises. EXHIBIT D TENANT OPERATIONS INQUIRY FORM 1. Name of Company/Contact_______________________________________________

Construction of Tenant Improvements. Promptly following approval of Prior to commencing the Final TI Working Drawings, Landlord shall apply for and use reasonable efforts to obtain the necessary permits and approvals to allow construction of Landlord’s TI Work. Upon receipt of such permits and approvals, Landlord shall, at Tenant’s expense (subject to the application of the Tenant Improvement Allowance provided Improvements, Tenant shall deliver to Landlord (a) evidence of insurance (whether carried by Tenant or its contractor) meeting the requirements set forth in this Workletterthe below Paragraph, which insurance shall be maintained throughout the construction of the Tenant Improvements, and subject (b) a project schedule in detail reasonably satisfactory to any other applicable provisions Landlord. Throughout the construction of the Lease Tenant Improvements, Tenant shall notify Landlord promptly of any material deviations from such project schedule. Tenant or of this Workletter expressly making any specific item of expense or cost its contractor shall construct the responsibility of Landlord)Tenant Improvements in a good, diligently construct first-class and complete Landlord’s TI Work substantially workmanlike manner and in accordance with the Approved TI Plans, subject to Unavoidable Delays Plans and Tenant Delays (if any). Such construction shall be performed in a good Specifications and workmanlike manner and shall conform to all applicable governmental codes, laws and regulations in force at the time such work is completedregulations. Without limiting the generality of the foregoing, Landlord If Tenant shall be responsible for compliance of Landlord’s TI Work with the requirements of the Americans with Disabilities Act and all similar or related requirements pertaining fail to access by persons with disabilities, but nothing in this sentence shall be construed to make Landlord responsible for bearing the cost of any such compliance, to the extent the compliance work is reasonably attributable to or related to the particular nature or design of complete the Tenant Improvements or is for any other reason expressly made by the Commencement Date, Tenant’s cost or responsibility under any applicable provision of the Lease or of this Workletterobligation to pay Base Rent and Additional Rent hereunder shall nevertheless begin as set forth herein. Landlord shall have the right, in its sole discretionfrom time to time throughout the construction process, to decide whether and enter upon the Premises to what extent to use union labor on or in connection with Landlord’s Work, and shall use the TI General Contractor to construct all of Landlord’s TI Work. Landlord and Tenant shall each have a right to approve all subcontractors engaged in connection with the construction of the Tenant Improvements and to review and approve all competitive bids for any elements perform periodic inspections of the Tenant Improvements. Tenant agrees to respond to and address promptly any reasonable concerns raised by Landlord during or as a result of such inspections. All contractors and subcontractors utilized by Tenant shall carry the following policies and types of insurance (a) Workers’ Compensation and Employers’ Liability Insurance, with limits of not less than those required by any employee benefit act or other statutes applicable in the State of Georgia, as will protect Tenant’s contractors from any and all liability under the aforementioned acts. (b) Commercial General Liability Insurance including (i) broad form contractual liability, (ii) completed operations/product liability with a two year extension beyond completion and acceptance of such approval contract work, (iii) broad form property damage including completed operations, (iv) X C & U exclusion deleted where applicable. (c) Comprehensive Automobile Liability Insurance including the ownership, maintenance and operations of any automotive equipment owned, hired and non-owned, including loading and unloading of any automobile, which insurance shall insure Tenant’s contractors against any and all claims for bodily injury, including death resulting therefrom and damage to the property of others arising from its operations under its contract with Tenant whether such operations are performed by Tenant’s contractors or by any one directly or indirectly employed by any of them. (d) Builders’ Risk Completed Value Form affording “All Risks of Physical Loss or Damage” to the Work and all other improvements to the Premises and all furniture, trade fixtures, equipment, merchandise and all other items of Tenant’s property in each instance the Premises. All liability insurance shall have combined single limits of at least $3,000,000.00; provided, however, that with respect to any contractor or subcontractor whose contract amount is less than $100,000.00 and whose work does not involve high-risk activities (in the judgment of Landlord or its insurance agent) the limits required of such contractor shall be $1,000,000.00. All physical damage insurance shall be in amounts at least equal to the full replacement cost of the covered items and shall not be unreasonably withheld, conditioned subject to the application of any coinsurance clauses or delayed by either partyrequirements.

Construction of Tenant Improvements. Promptly following approval The Tenant Improvements shall be ----------------------------------- constructed by Landlord at Tenant's cost in conformance with the Final Plans and Specifications. (i) Tenant shall pay all of the Final TI Working Drawingspermit fees, Landlord shall apply costs, fees, charges and assessments for and use reasonable efforts to obtain the necessary permits and approvals to allow construction of Landlord’s TI Work. Upon receipt of such permits and approvals, Landlord shall, at Tenant’s expense (subject to the application of the Tenant Improvement Allowance provided in this Workletter, and subject to any other applicable provisions of the Lease or of this Workletter expressly making any specific item of expense or cost the responsibility of Landlord), diligently construct and complete Landlord’s TI Work substantially in accordance with the Approved TI Plans, subject to Unavoidable Delays and Tenant Delays (if any). Such construction shall be performed in a good and workmanlike manner and shall conform to all applicable governmental codes, laws and regulations in force at the time such work is completed. Without limiting the generality of the foregoing, Landlord shall be responsible for compliance of Landlord’s TI Work with the requirements of the Americans with Disabilities Act and all similar or related requirements pertaining to access by persons with disabilities, but nothing in this sentence shall be construed to make Landlord responsible for bearing the cost of any such compliance, to the extent the compliance work is reasonably attributable to or related to the particular nature or design of the Tenant Improvements or is for any other reason expressly made Tenant’s cost or responsibility under any applicable provision of the Lease or of this Workletter. Landlord shall have the right, in its sole discretion, to decide whether and to what extent to use union labor on or in connection with Landlord’s Work, and shall use the TI General Contractor to construct all of Landlord’s TI Work. Landlord and Tenant shall each have a right to approve all subcontractors engaged in connection with the construction of the Tenant Improvements which are required to be paid to any governmental body for the construction of the Tenant Improvements (subject to Landlord's obligation to pay the Bridge Fee described in the following sentence). Landlord shall pay for the bridge and thoroughfare fees related to review the Property ("Bridge Fee"), which is based upon office areas of the Building not constituting more than twenty percent (20%) of the total square footage of the Building, which Bridge Fee is currently calculated to be Two Dollars ($2.00) per square foot of Building area ("Current Bridge Fee"). If the Tenant Improvements requested by Tenant cause the Bridge Fee relating to the Property to exceed the Current Bridge Fee, then Tenant shall be responsible for paying for the amount of such increased Bridge Fee for the entire Property. Tenant shall pay for the increase in the Bridge Fee under the immediate preceding sentence by payment of such amount to Landlord at the time that the building permits for the Tenant Improvements are obtained from the City of Calabasas (even if the City of Calabasas allows Landlord to defer the payment of such Bridge Fee by the City of Calabasas recording a covenant or encumbrance against the Property or the city receiving from the Landlord other contractual promises or covenants to pay such Bridge Fee). Landlord shall assist Tenant in minimizing the amount of the Bridge Fee to be charged by the City of Calabasas; however, Tenant understands that Landlord does not have the ability to reduce or to minimize such Bridge Fee, and approve the failure of such Bridge Fee to be reduced or minimized to Tenant's satisfaction shall not entitle Tenant to have any claim against Landlord or any set off hereunder, and Tenant shall remain responsible for paying for the amount of such increased Bridge Fee for the Property under this subparagraph 2.5(i). (ii) Tenant shall pay all competitive bids the costs of any space planners, designers, architectural costs, engineering costs and construction costs of the Tenant Improvements (except as to the amount of the preliminary space planner which Landlord has agreed to pay for any elements as specified in subparagraph 2.3(iii), above). (iii) All of the Tenant Improvements shall become part of the Property, shall be maintained and repaired by Tenant as part of the Property under the Lease, and may not be removed by Tenant upon the termination of the Lease. Although Landlord may be contracting with contractors for the construction of the Tenant Improvements, such approval in each instance not Tenant shall be responsible for paying for same pursuant to be unreasonably withheld, conditioned or delayed by either party.Paragraph 2.6

Construction of Tenant Improvements. Promptly following approval of the Final TI Working DrawingsTenant shall construct, Landlord shall apply for and use reasonable efforts to obtain the necessary permits and approvals to allow construction of Landlord’s TI Work. Upon receipt of such permits and approvals, Landlord shall, at Tenant’s expense (subject to the application of or cause the Tenant Improvement Allowance provided in this Workletter, and subject Improvements to any other applicable provisions of the Lease or of this Workletter expressly making any specific item of expense or cost the responsibility of Landlord), diligently construct and complete Landlord’s TI Work substantially be constructed in accordance with the Approved TI PlansTenant Improvement Drawings and Specifications, subject to Unavoidable Delays at Tenant's sole cost and expense, except for the contribution by Landlord of all or a portion of the "Tenant Delays Improvements Allowance" (if any). Such construction shall be performed as defined in subparagraph 8(d) hereof) which is available in accordance with subparagraph 8(d) hereof, in a good and workmanlike manner manner, lien-free and shall conform to in compliance with all applicable governmental codesfederal, laws state and regulations local requirements, including, in force at particular, all requirements which will be applicable to the time such work is completedCell Area when used for its intended purpose. Without limiting the generality of the foregoingpreceding sentence, Landlord shall be responsible for compliance of Landlord’s TI Work with the requirements of the Americans with Disabilities Act and all similar or related requirements pertaining to access by persons with disabilities, but nothing in this sentence shall be construed to make Landlord responsible for bearing the cost of any such compliance, to the extent the compliance work is reasonably attributable to or related to the particular nature or design of the Tenant Improvements or is for any other reason expressly made Tenant’s cost or responsibility under any applicable provision of the Lease or of this Workletter. Landlord shall have the right, in its sole discretion, to decide whether and to what extent to use union labor on or in connection with Landlord’s Work, and shall use the TI General Contractor to construct all of Landlord’s TI Work. Landlord and Tenant shall each have a right obtain all governmental permits and approvals required to approve all subcontractors engaged be obtained in connection with the construction of the Tenant Improvements and Improvements. Landlord agrees to review and approve all competitive bids reasonably cooperate with Tenant's contractor for any elements the construction of the Tenant Improvements. Landlord agrees to give Tenant and Tenant's contractors, such approval subcontractors, architects, engineers, agents, representatives and employees access to the Land for excavation and grading work in each instance not connection with the construction of the pool(s) to be unreasonably withheldlocated in the Cell Area when grading and excavation work is being done in connection with the Landlord Improvements and for pouring concrete for the pool(s) when concrete for the foundation of the Shell Building is being poured. Landlord further agrees to give Tenant and Tenant's contractors, conditioned subcontractors, architects, engineers, agents, representatives and employees access to the Shell Building as soon as reasonably possible after commencement of construction of the Shell Building, for construction of the remaining Tenant Improvements. However, notwithstanding anything to the contrary contained in this Lease, in the event the construction of Tenant Improvements prior to completion of the Landlord Improvements increases the cost of constructing the Landlord Improvements, Tenant shall pay to Landlord, on demand, the amount of such additional costs, and in the event the construction of Tenant Improvements prior to completion of the Landlord Improvements causes any delays in the completion of the Landlord Improvements, the Commencement Date shall be accelerated by the number of days of any such delays. Landlord, Landlord's Architect and any engineers or delayed other consultants engaged by either partyLandlord shall have the right from time to time, upon reasonable notice to Tenant and Tenant's contractor (provided that Tenant has previously notified Landlord in writing of the name, telephone number and address of Tenant's contractor) during the construction of the Cell Area, to inspect the Cell Area and the Cell Improvements for purposes of confirming that the Cell Improvements are being constructed in accordance with, and comply with, all of the requirements of this Lease. Landlord and its agents described above shall not exercise such inspection rights in a manner which unnecessarily interferes with Tenant's construction of the Cell Improvements. Landlord may notify Tenant in writing of any aspect of the Cell Improvements which: (1) is not in conformance with applicable laws, regulations, permits or ordinances or the Tenant Improvement Drawings and Specifications, or (2) should, in Landlord's reasonable determination, be modified to assure the structural integrity of operational safety of the Cell Improvements. Promptly after Tenant's receipt of any such notice, Tenant shall, at Tenant's cost and expense, cause necessary changes to be made to the Cell Improvements in order to incorporate any modifications of the type referred to in clause (2) of the prior sentence and to cause any aspect thereof which is not in conformance with the Tenant Improvement Drawings and Specifications and applicable laws, regulations, permits and ordinances, as indicated in such notice, to be brought into conformance therewith. Landlord's inspection and approval rights under this paragraph are not intended to, and shall not, create any obligation on the part of Landlord to assure the construction of the Cell Improvements in accordance with the requirements of this Lease.

Construction of Tenant Improvements. Promptly following After Tenant's approval of the Final TI Working Drawingscost estimate for Tenant's Plans, Landlord shall apply for administer and use reasonable efforts to obtain diligently prosecute the necessary permits and approvals to allow construction of Landlord’s TI Work. Upon receipt of such permits and approvalsTenant Improvements in accordance with Tenant's Plans; provided, however, that Landlord shall, at Tenant’s expense (subject shall not be required to install any Tenant Improvements which do not conform to the application plans and specifications for the Base Building, or do not conform to any applicable regulations, laws, ordinances, codes and rules; such conformity shall be the obligation of Tenant (other than mechanical, electrical, plumbing and engineering components of the Tenant Improvement Allowance provided in this WorkletterImprovements that are design/build by Landlord's contractor, the conformity of which with Landlord's Plans and subject to any other applicable provisions of laws shall be the Lease or of this Workletter expressly making any specific item of expense or cost the responsibility obligation of Landlord). After the cost estimate has been approved by Landlord and Tenant as provided above, diligently construct and complete neither party shall have the right to require extra work or change orders with respect to the construction of the Tenant Improvements without the prior written consent of the other, which consent shall not be unreasonably withheld or delayed. All change orders shall specify any change in the cost estimate as a consequence of the change order. All Tenant Improvements shall be constructed by Landlord’s TI Work substantially in accordance with the Approved TI Plans's contractor, which shall be a reputable, unionized general contractor, subject to Unavoidable Delays and approval by Tenant Delays (if any). Such construction which approval shall not be performed unreasonably withheld, who will complete the work in a good and workmanlike manner and shall conform to all applicable governmental codes, in accordance with the approved Tenant's Plans and relevant laws and regulations in force at the time such work is completedcodes. Without limiting the generality of the foregoing, Landlord shall be responsible for compliance of Landlord’s TI Work with the requirements of the Americans with Disabilities Act and all similar or related requirements pertaining to access by persons with disabilities, but nothing in this sentence shall be construed to make Landlord responsible for bearing the cost of any such compliance, Subject to the extent limitation on the compliance work is reasonably attributable to or related to General Contractor's fee imposed by Paragraph 5, Tenant approves the particular nature or design use of Devcon Construction, the Tenant Improvements or is for any other reason expressly made Tenant’s cost or responsibility under any applicable provision of the Lease or of this Workletter. Landlord shall have the right, in its sole discretion, to decide whether and to what extent to use union labor on or in connection with Landlord’s Work, and shall use the TI General Contractor to construct all of Landlord’s TI Work. Landlord and Tenant shall each have a right to approve all subcontractors engaged in connection with for the construction of Base Building, as the Tenant Improvements and to review and approve all competitive bids General Contractor for any elements of the Tenant Improvements, such approval in each instance not . Tenant shall be entitled to be unreasonably withheld, conditioned or delayed by either partyreceive copies of all of the general contractor's progress payment request.

Construction of Tenant Improvements. Promptly following approval (a) Tenant shall cause those improvements necessary for its use of the Final TI Working DrawingsAdditional Space (the "Tenant Improvements") to be constructed by TO Construction (the "Contractor") in accordance with plans and specifications approved by Landlord, Landlord shall apply for which approval will not be unreasonably withheld or delayed. The construction contract between Tenant and use reasonable efforts to obtain the necessary permits and approvals to allow construction of Landlord’s TI Work. Upon receipt of such permits and approvals, Landlord shall, at Tenant’s expense (Contractor will be subject to the application of the Tenant Improvement Allowance provided in this Workletter, and subject to any other applicable provisions of the Lease or of this Workletter expressly making any specific item of expense or cost the responsibility approval of Landlord), diligently construct and complete Landlord’s TI Work substantially in accordance with the Approved TI Plans, subject to Unavoidable Delays and which approval will not be unreasonably withheld or delayed. All work must be done by contractor on behalf of Tenant Delays (if any). Such construction shall be performed in a good and workmanlike manner and shall conform manner. (b) Landlord will reimburse Tenant in an amount not to exceed $21,301.94 far all applicable governmental codescosts of completing the work, laws and regulations including the Contractor's fees, design fees, Landlord's coordination fees (not in force at the time such work is completed. Without limiting the generality excess of five percent (5%) of the foregoing, Landlord shall be responsible for compliance balance of Landlord’s TI Work with the requirements of the Americans with Disabilities Act and all similar or related requirements pertaining to access by persons with disabilities, but nothing in this sentence shall be construed to make Landlord responsible for bearing the cost of the work), architect's fees, demolition costs, permit fees and any such complianceapplicable taxes. Tenant shall pay ail additional costs to design and complete the Tenant Improvements. Tenant shall indemnify, to the extent the compliance work is reasonably attributable to defend and hold Landlord harmless from and against any and all liens, losses, damages, claims or expenses (including reasonable attorneys' fees) arising out of or in any way related to the particular nature or design of the Tenant Improvements or is for any other reason expressly made Tenant’s cost or responsibility under any applicable provision of the Lease or of this Workletter. Landlord shall have the right, in its sole discretion, to decide whether and to what extent to use union labor on or in connection with Landlord’s Work, and shall use the TI General Contractor to construct all of Landlord’s TI Work. Landlord and Tenant shall each have a right to approve all subcontractors engaged in connection with the construction of the Tenant Improvements and to review and approve all competitive bids for any elements of the Tenant Improvements, except to the extent that any such approval liens, losses, claims or expenses result from the negligence or intentional misconduct of Landlord or its agents or employees. Tenant agrees that if Contractor or any subcontractor or other person or entity performing work or supplying materials or equipment in each instance not connection, with the Tenant Improvements files a lien against the Building or the Premises, then, at Landlord's request, Tenant shall purchase and record a bond in the type required under RCW 60.04.161 in order to be unreasonably withheldrelease the Building, conditioned or delayed the Premises and the real property on which the Building is located from the lien. When the Tenant Improvements are completed. Tenant shall deliver to Landlord a full and complete unconditional lien release from Contractor and any subcontractors designated by either party` Landlord.

Construction of Tenant Improvements. Promptly following approval Landlord shall obtain all state and local licenses, permits and approvals (whether governmental or non-governmental) required to construct the Tenant Improvements and for Tenant’s occupancy of the Final TI Working DrawingsPremises. Landlord shall provide access to the General Contractor for Construction of the Tenant Improvements and to the extent such access requires entry through space occupied by other tenants, Landlord shall apply provide for such access at its sole cost and use reasonable efforts expense. The Landlord shall engage, subject to obtain the necessary permits and approvals to allow construction of Landlord’s TI Work. Upon receipt of such permits and approvals, Landlord shall, at Tenant’s expense (subject reasonable approval, a general contractor to the application of construct the Tenant Improvement Allowance provided in this Workletter, and subject to any other applicable provisions of Improvements (the Lease or of this Workletter expressly making any specific item of expense or cost the responsibility of Landlord“General Contractor”), diligently . The General Contractor shall construct and complete Landlord’s TI Work substantially install the Tenant Improvements in accordance with the Approved TI PlansPlans which expense shall be deducted from the Tenant Improvement Allowance. The Tenant Improvements shall be delivered via Associated General Contractors (AGC) Guaranteed Maximum Price Contract (the “Contract”) with Liquidated Damages of $500.00 per day for each day of delay in achieving in substantial completion beyond the date specified in the Contract, subject which date shall be no later than October 1, 2010, and a payment and performance bond. Any Liquidated Damages (less cost of collection) paid to Unavoidable Delays Landlord shall accrue to the Tenant; provided, however, any paid Liquidated Damages for any Tenant Delay shall accrue to Landlord. The General Contractor shall obtain at least three (3) bids for all major trade work at the Premises. Landlord will work with the General Contractor to complete the Tenant Improvements by the Commencement Date. All contracts with vendors and subcontractors for construction of the Tenant Delays (if any)Improvements will be negotiated by the General Contractor. Such All work performed in connection with the construction of the Premises shall be performed in a good and workmanlike manner manner, in accordance with all Applicable Laws and the final approved Plans. If materials are not readily available, require quick ship charges, or require substitution, the Tenant will be given notice and the opportunity to select alternate materials. Landlord shall conform to all applicable governmental codes, laws and regulations in force at insure that the time such work is completed. Without limiting the generality Architect conducts a periodic review (a minimum of once every two weeks) of the foregoingprogress of construction to ensure compliance with the Plans. Tenant may from time to time request in writing changes to the Plans (a “Change Order”), subject to Landlord’s consent, which shall not be unreasonably withheld. Landlord shall cause Contractor to provide an estimate of any change in the Construction Cost and/or Schedule. Tenant shall have the right to elect whether or not to proceed with the Change Order within five (5) business days after receipt of such estimate. Upon such approval by Tenant, or confirmation by Landlord that the Change Order will not result in any change in cost and/or Schedule, Landlord shall be responsible for compliance of Landlord’s TI Work with implement the requirements of the Americans with Disabilities Act and all similar or related requirements pertaining to access by persons with disabilities, but nothing in this sentence shall be construed to make Landlord responsible for bearing the cost of any such compliance, to the extent the compliance work is reasonably attributable to or related to the particular nature or design Change Order as part of the Tenant Improvements Improvements. Tenant acknowledges that the following items may result in changes to the Budget and/or Schedule: (i) Municipal or is for any other reason expressly made Tenant’s cost or responsibility under any applicable provision governmental inspectors require changes to the Premises such as code compliance changes. In such event, Landlord will notify Tenant of the Lease or required changes, but the increased cost of this Worklettersuch changes, if any, and any delay associated with such changes shall be the responsibility of Tenant. (ii) Change Orders approved by Tenant. Any increased costs and delays due to such approved Change Orders shall be the responsibility of Tenant. Any delays caused by such approved Change Orders shall not delay the Commencement Date of the Lease. Landlord shall have the right, not charge Tenant any administrative fees in its sole discretion, to decide whether and to what extent to use union labor on or in connection with Landlord’s Work, and shall use the TI General Contractor to construct all respect of Landlord’s TI Workany Change Orders. Landlord and Tenant shall each have a right to approve all subcontractors engaged in connection with the construction of the Tenant Improvements and five (5) business days to review and approve all competitive bids for Change Orders and any elements additional review time by Tenant shall be a Tenant Delay. (iii) If materials are not readily available, require quick ship charges, or require substitution, provided Landlord shall identify any such materials within ten (10) days of final approval of the Plans, and in any such case, Tenant Improvements, such approval in each instance not will be given notice and the opportunity to be unreasonably withheld, conditioned or delayed by either partyselect alternate materials. (iv) Any Tenant Delay.

Construction of Tenant Improvements. Promptly following 5.1 Upon Landlord’s approval of the Final TI Working Drawings, Landlord shall apply for and use reasonable efforts to obtain Plans including the necessary permits and approvals to allow construction binding estimate of Landlord’s TI Work. Upon receipt of such permits and approvals, Landlord shall, at Tenant’s expense (subject to the application cost of the Tenant Improvement Allowance provided in this WorkletterImprovements, and subject to any other applicable provisions of the Lease or of this Workletter expressly making any specific item of expense or cost the responsibility of Landlord), diligently construct and complete Landlord’s TI Work substantially in accordance with the Approved TI Plans, subject to Unavoidable Delays and Tenant Delays (if any). Such construction shall be performed in a good and workmanlike manner and shall conform to all applicable governmental codes, laws and regulations in force at the time such work is completed. Without limiting the generality of the foregoing, Landlord shall be responsible for compliance of Landlord’s TI Work with the requirements of the Americans with Disabilities Act and all similar or related requirements pertaining to access by persons with disabilities, but nothing in this sentence shall be construed to make Landlord responsible for bearing the cost of any such compliance, to the extent the compliance work is reasonably attributable to or related to the particular nature or design of the Tenant Improvements or is for any other reason expressly made Tenant’s cost or responsibility under any applicable provision of the Lease or of this Workletter. Landlord shall have the right, in its sole discretion, to decide whether and to what extent to use union labor on or in connection with Landlord’s Work, and shall use the TI General Contractor to construct all of Landlord’s TI Work. Landlord and Tenant shall each have cause its contractor to proceed to secure a right to approve all subcontractors engaged in connection with the building permit and commence construction of the Tenant Improvements provided that Landlord shall cooperate with Tenant in executing permit applications and performing other actions reasonably necessary to review and approve all competitive bids enable Tenant to obtain any required permits or certificates of occupancy. 5.2 Landlord shall not be liable for any elements direct or indirect damages suffered by Tenant as a result of delays in construction beyond Landlord’s reasonable control as set forth in Section 37(h), or delays caused by Tenant (including delays by the Space Planner, the contractor or anyone else performing services on behalf of Landlord or Tenant). 5.3 For any work is to be performed on the Premises by Tenant or Tenant’s contractor or agents: (a) Such work shall proceed upon Landlord’s written approval of Tenant’s contractor, public liability and property damage insurance carried by Tenant’s contractor, and detailed plans and specifications for such work, shall be at Tenant’s sole cost and expense and shall further be subject to the provisions of Paragraphs 10 and 13 of the Lease. (b) All work shall be done in conformity with a valid building permit when required, a copy of which shall be furnished to Landlord before such work is commenced, and in any case, all such work shall be performed in accordance with all applicable Regulations. Notwithstanding any failure by Landlord to object to any such work, Landlord shall have no responsibility for Tenant’s failure to comply with all applicable Regulations. (c) Intentionally left blank. (d) Tenant’s entry to the Premises for any purpose, including, without limitation, inspection or performance of Tenant Improvementsconstruction by Tenant’s agents, such approval prior to the date Tenant’s obligation to pay rent commences shall be subject to all the terms and conditions of the Lease except the payment of Rent. Tenant’s entry shall mean entry by Tenant, its officers, contractors, licensees, agents, servants, employees, guests, invitees, or visitors. (e) Tenant shall advise Landlord in each instance not writing prior to be unreasonably withheld, conditioned or delayed by either partycommencing any work at the Premises so that Landlord may file and post a notice of non-responsibility.

Construction of Tenant Improvements. Promptly following 5.1. Upon Tenant’s approval of the Final TI Working DrawingsPlans including the estimate of the cost of the Tenant Improvements, Landlord shall apply for cause its contractor to proceed to secure a building permit and use reasonable efforts to obtain the necessary permits and approvals to allow construction of Landlord’s TI Work. Upon receipt of such permits and approvals, Landlord shall, at Tenant’s expense (subject to the application of the Tenant Improvement Allowance provided in this Workletter, and subject to any other applicable provisions of the Lease or of this Workletter expressly making any specific item of expense or cost the responsibility of Landlord), diligently construct and complete Landlord’s TI Work substantially in accordance with the Approved TI Plans, subject to Unavoidable Delays and Tenant Delays (if any). Such construction shall be performed in a good and workmanlike manner and shall conform to all applicable governmental codes, laws and regulations in force at the time such work is completed. Without limiting the generality of the foregoing, Landlord shall be responsible for compliance of Landlord’s TI Work with the requirements of the Americans with Disabilities Act and all similar or related requirements pertaining to access by persons with disabilities, but nothing in this sentence shall be construed to make Landlord responsible for bearing the cost of any such compliance, to the extent the compliance work is reasonably attributable to or related to the particular nature or design of the Tenant Improvements or is for any other reason expressly made Tenant’s cost or responsibility under any applicable provision of the Lease or of this Workletter. Landlord shall have the right, in its sole discretion, to decide whether and to what extent to use union labor on or in connection with Landlord’s Work, and shall use the TI General Contractor to construct all of Landlord’s TI Work. Landlord and Tenant shall each have a right to approve all subcontractors engaged in connection with the commence construction of the Tenant Improvements provided that Tenant shall cooperate with Landlord in executing permit applications and performing other actions reasonably necessary to review enable Landlord to obtain any required permits or certificates of occupancy; and approve all competitive bids for any elements provided further that the Building has in Landlord’s discretion reached the stage of construction where it is appropriate to commence construction of the Tenant ImprovementsImprovements in the Premises. 5.2. Landlord shall not be liable for any direct or indirect damages suffered by Tenant as a result of delays in construction beyond Landlord’s reasonable control, such approval in each instance including, but not limited to, delays due to strikes or unavailability of materials or labor, or delays caused by Tenant (including delays by the Space Planner, the contractor or anyone else performing services on behalf of Landlord or Tenant). 5.3. If any work is to be unreasonably withheldperformed on the Premises by Tenant or Tenant’s contractor or agents: (a) Such work shall proceed upon Landlord’s written approval of Tenant’s contractor, conditioned public liability and property damage insurance carried by Tenant’s contractor, and detailed plans and specifications for such work, shall be at Tenant’s sole cost and expense and shall further be subject to the provisions of Paragraphs 10 and 13 of the Lease. (b) All work shall be done in conformity with a valid building permit when required, a copy of which shall be furnished to Landlord before such work is commenced, and in any case, all such work shall be performed in accordance with all applicable Regulations. Notwithstanding any failure by Landlord to object to any such work, Landlord shall have no responsibility for Tenant’s failure to comply with all applicable Regulations. (c) If required by Landlord or delayed any lender of Landlord, all work by either partyTenant or Tenant’s contractor or agents shall be done with union labor in accordance with all union labor agreements applicable to the trades being employed. (d) All work by Tenant or Tenant’s contractor or agents shall be scheduled through Landlord. (e) Tenant or Tenant’s contractor or agents shall arrange for necessary utility, hoisting and elevator service with Landlord’s contractor and shall pay such reasonable charges for such services as may be charged by Tenant’s or Landlord’s contractor. (f) Tenant’s entry to the Premises for any purpose, including, without limitation, inspection or performance of Tenant construction by Tenant’s agents, prior to the date Tenant’s obligation to pay rent commences shall be subject to all the terms and conditions of the Lease except the payment of Rent. Tenant’s entry shall mean entry by Tenant, its officers, contractors, licensees, agents, servants, employees, guests, invitees, or visitors. (g) Tenant shall promptly reimburse Landlord upon demand for any reasonable expense actually incurred by the Landlord by reason of faulty work done by Tenant or its contractors or by reason of any delays caused by such work, or by reason of inadequate clean-up.

Construction of Tenant Improvements. Promptly following approval 3.1 Upon completion of the Final TI Working DrawingsPlans and at the request of Tenant, Lanxxxxx and its contractor shall provide to Tenant in writing an estimate of the cost of improvements to be provided at Tenant's expense pursuant to Section 1 of this Expansion Space Work Agreement. Within five days after Tenant's rexxxxx of such estimated cost, Tenant shall delete any items which Tenant elects not to have constructed. Landlord and Tenant shalx xxxx together to establish a construction budget reasonably acceptable to both parties. Tenant shall authorize in writing the agreed upon construction budget. In the absence of such written authorization, Landlord shall apply not be obligated to commence work on the Expansion Space and Tenant shall be responsible for any costs due to any resulting delay in completion of the Expansion Space. 3.2 If Tenant desires any change to its improvements, Tenant shall submit a written request for such change to Landlord, together with all plans and use reasonable efforts specifications necessary to obtain show and explain changes from the necessary permits and approvals approved Working Plans. Any such change shall be subject to allow construction Landlord's xxxxxxxx. Landlord or Landlord's contractor shall notify Tenant in writing of Landlord’s TI Work. Upon receipt the amount, if any, which will be charged or credited to Tenant to reflect the cost of such permits and approvalschange. 3.3 Tenant's entry into the Expansion Space for any purpose, Landlord shallprior to September 1, at Tenant’s expense (1999, shall be subject to all the application terms and conditions of the Tenant Improvement Allowance provided in this WorkletterLease, and subject to any other applicable including without limitation the provisions of the Lease relating to the maintenance of insurance, but excluding the provisions of the Lease relating to the payment of rent. Tenant's entry shall mean entry by Tenant, its officers, contractors, licensees, agents, servants, employees, guests, invitees, or visitors (the "Tenant Parties"). Tenant shall indemnify and hold harmless Landlord from and against any and all claims, losses, liabilities, and expenses (including without limitation attorneys' fees) arising out of or in any way related to the activities of Tenant or the Tenant Parties in the Expansion Space or the Project. EXHIBIT D STATEMENT OF TENANT IN RE: LEASE -------------------------------- Date: May 31, 2000 Teachers Insurance and Annuity Association of America 730 Third Axxxxx Xxx Xxxx, Xxx Xxxx 000 00 Xxxx: ______________________ RE: TIAA Appl. #OR- 108 TIAA Mtge. #000447000 Name of Project: Evergreen Corporate Center Address: 20540 NW Alxxxxx Xxxxxxxxx, Xxxxxx 00000 Xxxxxx xxd Gentlemen: It is our understanding that you have a mortgage upon the subject premises and as a condition precedent thereof have required this Workletter expressly making any specific item certification of expense the undersigned. The undersigned, as tenant, under that certain lease dated January 15, 1997, as amended by an Amendment to Lease dated July 15, 1999, made with Evergreen Corporate Center LLC, as landlord, hereby ratifies said lease and certifies that: 1. the "Commencement Date" of said lease is December 15, 1997; and 2. the undersigned is presently solvent and free from reorganization and/or bankruptcy; and 3. the operation and use of the premises do not involve the generation, treatment, storage, disposal or cost release of a hazardous substance or a solid waste into the responsibility environment other than to the extent necessary to conduct its ordinary course of Landlord), diligently construct business in the premises and complete Landlord’s TI Work substantially in accordance with the Approved TI Plans, subject to Unavoidable Delays and Tenant Delays (if any). Such construction shall be performed in a good and workmanlike manner and shall conform to all applicable governmental environmental laws, and that the premises are being operated in accordance with all applicable environmental laws, zoning ordinances and building codes; and 4. the current base rental payable pursuant to the terms of said lease is $107,232 per month; and further, laws additional rental pursuant to said lease is payable as provided in the Lease; and 5. said lease is in full force and regulations effect and has not been assigned, modified, supplemented or amended in force at any way (except as set forth above) and the time such work undersigned is completednot in default thereunder; and 6. Without limiting the generality lease described above represents the entire agreement between the parties as to the leasing of the foregoingpremises; and 7. the term of said lease expires on December 14, 2007; and 8. Landlord shall be responsible for compliance of Landlord’s TI Work with the requirements hax xxxxx at least $553,040 of the Americans TI Allowance, as defined in the Amendment to Lease, and the work performed by landlord to date in the Expansion Space is acceptable to the undersigned. 9. no rental has been paid in advance and no security (except the security deposit in the amount of $120,839) has been deposited with Disabilities Act landlord; and 10. tenant's floor area is 102,662 rentable square feet; and 11. the most recent payment of current basic rental was for the payment due on May 1, 2000, and all similar or related requirements pertaining to access by persons with disabilities, but nothing in this sentence shall be construed to make Landlord responsible for bearing the cost of any such compliance, basic rental and additional rental payable pursuant to the extent terms of the compliance work is reasonably attributable lease have been paid up to or related said date; and 12. the undersigned acknowledges notice that landlord's interest under the lease and the rent and all other sums due thereunder will be assigned to you as part of the security for a mortgage loan by you to landlord. In the event that Teachers Insurance and Annuity Association of America, as lender, notifies the undersigned of a default under the mortgage and demands that the undersigned pay its rent and all other sums due under the lease to lender, tenant agrees that it shall pay its rent and all such other sums to lender. Very truly yours, MEDICALOGIC, INC. By: ------------------------------------- Its: ------------------------------------ EXHIBIT E PROMISSORY NOTE --------------- $__________ __________, 1999 Portland, Oregon FOR VALUE RECEIVED, the undersigned, MEDICALOGIC, Inc., an Oregon corporation ("Borrower"), promises to pay to the particular nature or design order of EVERGREEN CORPORATE CENTER LLC, an Oregon limited liability company, at 111 SW Coluxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxx, Xxxxxx 00000, xx xxxx xther place as may be designated from time to time in writing by the holder of this Note ("Holder"), the principal sum of ________________________________ Dollars ($____________) in lawful money of the Tenant Improvements or is for any United States of America, plus interest and other reason expressly made Tenant’s cost or responsibility under any applicable provision of the Lease or of this Workletter. Landlord shall have the right, in its sole discretion, to decide whether and to what extent to use union labor on or in connection with Landlord’s Work, and shall use the TI General Contractor to construct all of Landlord’s TI Work. Landlord and Tenant shall each have a right to approve all subcontractors engaged in connection with the construction of the Tenant Improvements and to review and approve all competitive bids for any elements of the Tenant Improvements, such approval in each instance not to be unreasonably withheld, conditioned or delayed by either partycharges as provided herein.

Construction of Tenant Improvements. Promptly following approval The “Tenant Improvements” shall consist of any and all improvements and work required to improve and alter the 2-4-7 Floor Premises (or any portions thereof) pursuant to this Work Letter. If the Tenant Improvements are constructed in distinct phases as to different portions of the Final TI Working Drawings2-4-7 Floor Premises (which Tenant shall have the right to do), Landlord this Work Letter (except for the Tenant Allowance provisions) shall apply for and use reasonable efforts to obtain the necessary permits and approvals to allow construction of Landlord’s TI Work. Upon receipt of such permits and approvals, Landlord shall, at Tenant’s expense (subject separately as to the application of Tenant Improvements for each such phase. The Tenant Improvements shall be undertaken and prosecuted in accordance with the following requirements: 2.1.1 The Tenant Improvement Allowance provided in this Workletter, Improvements shall be designed and subject to any other applicable provisions of the Lease or of this Workletter expressly making any specific item of expense or cost the responsibility of Landlord), diligently construct and complete Landlord’s TI Work substantially constructed by Tenant in accordance with the Approved TI Plans, subject to Unavoidable Delays Working Drawings (as hereinafter defined) and the terms of this Work Letter; and Tenant Delays shall abide by all reasonable non-discriminatory rules made by Landlord’s or Landlord’s property manager with respect to the use of freight, loading dock and service areas, storage of materials, coordination of work with the contractors of other tenants, and any other matter in connection with this Work Letter. All Construction Drawings (as hereinafter defined) prepared by the Architect (as hereinafter defined) shall follow Landlord’s CAD standards and requirements, which standards and requirements shall be provided to Tenant or the Architect upon request. 2.1.2 The Tenant Improvements shall be prosecuted at all times in accordance with all state, federal and local laws, regulations and ordinances, including without limitation all OSHA and other safety laws and with all applicable rules, orders, regulations and requirements of the California Board of Fire Underwriters and the California Fire Insurance Rating Organization or any similar body. 2.1.3 Tenant shall have its Approved Working Drawings submitted to the Building Department for “plan check” prior to the commencement of construction, and shall not commence construction without obtaining the permits and approvals (if any) that are necessary for the particular construction in question. Tenant agrees that until Tenant receives a final permit for construction of the Tenant Improvements (a copy of which will be promptly delivered to Landlord), Tenant will not close up any walls within the 2-4-7 Floor Premises that it may have removed in connection with the Tenant Improvement work. 2.1.4 The Contractor (as hereinafter defined) and each of its subcontractors shall comply with Landlord’s requirements as generally imposed on third party contractors, including without limitation all insurance coverage requirements and the obligation to furnish appropriate certificates of insurance to Landlord prior to commencement of construction. Such construction The Contractor and each of its subcontractors shall represent and warrant to Tenant that the portion of the Tenant Improvements for which it is responsible shall be performed free from any defects in workmanship and materials for a good and workmanlike manner and shall conform to all applicable governmental codes, laws and regulations in force at period of not less than one (1) year from the time such work is completeddate of completion thereof. Without limiting the generality Each of the foregoing, Landlord Tenant’s contractors shall be responsible for compliance the replacement or repair, without additional charge, of Landlord’s TI Work all work done or furnished in accordance with its contract that shall become defective within one (1) year after the requirements completion of the Americans work performed by such contractor or subcontractors. The correction of such work shall include, without additional charge, all additional expenses and damages incurred in connection with Disabilities Act and such removal or replacement of all similar or related requirements pertaining any part of the Tenant Improvements, and/or the Building and/or Common Areas that may be damaged or disturbed thereby. All such warranties or guarantees as to access by persons materials or workmanship of or with disabilities, but nothing in this sentence respect to the Tenant Improvements shall be construed to make Landlord responsible for bearing contained in the cost of any applicable contract or subcontract and shall be written such compliance, that such guarantees or warranties shall inure to the extent the compliance work is reasonably attributable benefit of both Landlord and Tenant, as their respective interests may appear, and can be directly enforced by either. Tenant shall give to Landlord any assignment or related other assurances that may be necessary to the particular nature or design effect such right of direct enforcement. 2.1.5 Tenant shall provide a construction schedule to Landlord prior to commencement of the Tenant Improvements work, and updates shall be supplied during the progress of the work when requested in writing by Landlord. Once the Final Working Drawings (as hereinafter defined) have been approved, Tenant shall promptly commence the performance of the Tenant Improvements and shall diligently and continuously prosecute such Tenant Improvements to completion. 2.1.6 Tenant shall give Landlord five (5) days prior written notice of the commencement of construction so that Landlord may cause an appropriate notice of non-responsibility to be posted. 2.1.7 Tenant and Contractor shall hold periodic job meetings and shall notify Landlord at least 48 hours prior to such meetings and permit Landlord’s construction manager for the Project, at its election, to attend. 2.1.8 Tenant shall furnish and install all interior floor coverings and finishes and be responsible for preparation of floor surfaces. All exposed concrete floors shall have a sealant applied. Kitchens and storage areas shall have thresholds at the doors in such a manner as will not permit the passage of water or is other liquids to the adjacent tenant space. 2.1.9 Tenant shall furnish and install all partitions and doors and all interior wall finish materials. Inasmuch as the existing demising walls may not have not been designed for the Tenant Improvements, superimposed fixture loads and/or any unusual wall décor, Tenant shall modify and reinforce the existing walls as required and approved by Landlord, to accommodate any loading or other reason expressly made requirements required by Tenant’s cost or responsibility under any applicable provision design. Any combustible materials applied to the demising partitions shall receive a U.L. labeled fire retardant coating. Tenant shall provide sound and odor absorbent walls in such a manner that will not permit the passage of sound and/or odors through the wall(s) to the adjacent space(s). 2.1.10 Tenant shall provide for and install all necessary telephone service equipment within the 2-4-7 Floor Premises in accordance with local utility requirements. 2.1.11 All fixtures and mechanical equipment shall be placed and maintained by Tenant in settings sufficient, in Landlord’s reasonable judgment, to absorb and prevent vibration, noise and annoyance to persons outside of the Lease 2-4-7 Floor Premises; 2.1.12 All materials and equipment to be installed, incorporated or located in or serving the 2-4-7 Floor Premises as a part of this Workletterthe Tenant Improvements shall be new and quality at minimum in keeping with Schedule 1 attached hereto pursuant to Section 3.1 below (provided, however, that HVAC and lighting controls must be Building standard as set forth in Schedule 1 attached hereto). 2.1.13 No materials or equipment incorporated into or as part of the Tenant Improvements shall be subject to any lien, encumbrance, chattel mortgage or title retention or security agreement of any kind; 2.1.14 Unless unconditional written permission is granted from the artist (for the benefit of both Tenant and Landlord), Tenant will not install, affix, add or paint in or on, nor permit, any work of visual art (as defined in the Federal Visual Artists’ Rights Act of 1990 or any successor law of similar import) to be installed in or on, or affixed, added to, or painted on, the interior or exterior of the 2-4-7 Floor Premises, or any part thereof, including, but not limited to, the walls, floors, ceilings, doors, windows and fixtures included as part of the 2-4-7 Floor Premises, which work of visual art would, under the provisions of the Federal Visual Artists’ Rights Act of 1990, or any successor law of similar import, require the consent of the author or artist of such work before the same could be removed, modified, destroyed or demolished; 2.1.15 None of the Tenant Improvements shall incorporate any Hazardous Materials, including without limitation asbestos-containing construction materials into the 2-4-7 Floor Premises. 2.1.16 During the Tenant Improvements work, Tenant shall provide trash removal service at areas designed by Landlord. It shall be the responsibility of Tenant and Tenant’s contractors to remove all trash and debris from the 2-4-7 Floor Premises on a daily basis and to break down all boxes and place all such trash and debris in the containers supplied for that purpose. If trash and debris are not removed on a daily basis by Tenant or Tenant’s contractor, then Landlord shall have the rightright to remove such trash and debris or have such trash and debris removed at the sole cost and expense of Tenant. 2.1.17 Upon completion of each applicable portion of the Tenant Improvements work, Tenant shall cause to be provided to Landlord (i) as-built drawings of the applicable portion of the Tenant Improvements work signed by Architect and a certificate, in its sole discretiona form reasonably acceptable to Landlord (the then-current AIA form of certificate is deemed acceptable by Landlord), to decide whether and to what extent to use union labor on or in connection with Landlord’s Work, and shall use the TI General Contractor to construct all of Landlord’s TI Work. Landlord and Tenant shall each have a right to approve all subcontractors engaged in connection with from Architect certifying that the construction of the Tenant Improvements in the applicable portion of the 2-4-7 Floor Premises has been substantially completed, (ii) CAD files of the improved space compatible with Landlord’s CAD standards, (iii) a final punchlist signed by Tenant, (iv) final and to review unconditional lien waivers from all contractors and approve all competitive bids for any elements subcontractors, (v) a duly recorded Notice of Completion of the Tenant Improvements, (vi) a certificate of occupancy for the applicable portion of the 2-4-7 Floor Premises, and (vii) a copy of all warranties, guaranties, and operating manuals and information relating to the Tenant Improvements, (collectively, the “Close-out Package”). Should Tenant fail to provide complete CAD files compatible with Landlord’s standards as required herein, Landlord may cause its architect to prepare same and the cost thereof shall be reimbursed to Landlord by Tenant within 30 days of invoice therefor. Disbursement of any portion of the Tenant Improvement Allowance shall not be deemed a waiver of Tenant’s obligation to comply with the foregoing provisions. Tenant shall be responsible for the appropriateness and completeness of the Architect’s and contractors’ affidavits and waivers of lien and their approval of any of such approval in each instance not to be unreasonably withheld, conditioned or delayed by either partywork; Landlord shall have no responsibility for any of the foregoing.

Construction of Tenant Improvements. Promptly following approval (a) Construction of the Final TI Working DrawingsTenant Improvements pursuant to this Work Letter Agreement shall be performed by such contractor as Landlord shall reasonably select, under Landlord’s supervision. Construction shall commence promptly following the parties signing and entering into this Lease, and shall be diligently prosecuted to completion thereafter. Landlord shall arrange for its contractor to coordinate with Tenant’s installers and providers with respect to the timing for installing Tenant’s Cabling, the stated objective being to enable Tenant’s installers and providers to install Tenant’s Cabling without having to remove or demolish any of the Tenant Improvements; provided, however, Landlord shall apply have no responsibility or liability for and use reasonable efforts to obtain the necessary permits and approvals to allow construction of Landlord’s TI Work. Upon receipt of such permits and approvals, Landlord shall, at Tenant’s expense (subject to the application of delays in constructing the Tenant Improvement Allowance provided in this Workletter, Improvements if and subject to any other applicable provisions of the Lease or of this Workletter expressly making any specific item of expense or cost the responsibility of Landlord), diligently construct and complete Landlord’s TI Work substantially in accordance with the Approved TI Plans, subject to Unavoidable Delays and Tenant Delays (if any). Such construction shall be performed in a good and workmanlike manner and shall conform to all applicable governmental codes, laws and regulations in force at the time such work is completed. Without limiting the generality of the foregoing, Landlord shall be responsible for compliance of Landlord’s TI Work with the requirements of the Americans with Disabilities Act and all similar or related requirements pertaining to access by persons with disabilities, but nothing in this sentence shall be construed to make Landlord responsible for bearing the cost of any such compliance, to the extent the compliance delay(s) result from (i) Landlord’s contractor coordinating with or accommodating Tenant’s installers or providers; or (ii) the work is reasonably attributable or activities of Tenant’s installers or providers. (b) Landlord reserves the right to or related use pre-stocked materials in constructing the Tenant Improvements, including drywall and studs, lighting fixtures and air handling boxes. (c) Tenant shall be permitted, during the course of construction, upon reasonable notice to Landlord, and without unreasonably interfering with the particular nature or design conduct of such construction, to inspect the progress of the Tenant Improvements or is for any other reason expressly made Tenant’s cost or responsibility under any applicable provision of the Lease or of this Workletter. Landlord shall have the rightwork and, in its sole discretionupon written notice to Landlord, to decide whether and cause any material defects or deficiencies to what extent to use union labor on or in connection with Landlord’s Work, and shall use the TI General Contractor to construct all be repaired. (d) Upon completion of Landlord’s TI Work. Landlord and Tenant shall each have a right to approve all subcontractors engaged in connection with the construction of the Tenant Improvements and to review and approve all competitive bids for any elements of the Tenant Improvements, such approval in each instance not Landlord shall cause the Premises to be unreasonably withheld, conditioned thoroughly cleaned to Tenant’s reasonable satisfaction prior to Tenant’s occupancy of the Premises. (e) Landlord shall repair or delayed replace as soon as reasonably possible all incomplete or defective items identified in any “pick-up list” or “punchlist” delivered by either partyTenant to Landlord. Tenant shall deliver such “pick-up list” or “punchlist” to Landlord within fifteen (15) days after commencement of Tenant’s actual occupancy of the Premises.

Construction of Tenant Improvements. Promptly following (a) Following Xxxxxxxx’s approval of the Final TI Working DrawingsTenant Plans, Tenant shall cause the Tenant Improvements to be constructed and installed (i) using new materials of good quality and (ii) in a workmanlike and proper manner. Landlord shall apply for supply, and use reasonable efforts to obtain the necessary permits Tenant shall pay for, all electrical services and approvals to allow construction of Landlord’s TI Work. Upon receipt of such permits and approvals, Landlord shall, at Tenant’s expense (subject other utilities to the application Premises during the installation and construction of the Tenant Improvement Allowance provided in this Workletter, Improvements. Landlord and subject to any other applicable provisions of the Lease or of this Workletter expressly making any specific item of expense or cost the responsibility of Landlord), diligently construct and complete Landlord’s TI Work substantially in accordance with the Approved TI Plans, subject to Unavoidable Delays and Tenant Delays (if any). Such construction representatives shall be performed in a good and workmanlike manner and shall conform entitled to all applicable governmental codes, laws and regulations in force at enter the Premises from time such work is completed. Without limiting to time during the generality of the foregoing, Landlord shall be responsible for compliance of Landlord’s TI Work with the requirements of the Americans with Disabilities Act and all similar or related requirements pertaining to access by persons with disabilities, but nothing in this sentence shall be construed to make Landlord responsible for bearing the cost of any such compliance, to the extent the compliance work is reasonably attributable to or related to the particular nature or design installation of the Tenant Improvements or is for any other reason expressly made Tenant’s cost or responsibility under any applicable provision the purpose of inspecting same and confirming compliance by Tenant with the terms and provisions of the Lease Lease, including this Exhibit B. (b) Tenant shall not permit any mechanic’s lien(s) or other liens to be placed upon the Premises, the Building or the Land as a result of this Workletter. Landlord shall have the right, in its sole discretion, to decide whether and to what extent to use union labor on or in connection with Landlord’s Workthe construction and installation of the Tenant Improvements; and in the event any such lien(s) shall be placed upon the Premises, and shall use the TI General Contractor to construct all Building or the Land as a result of Landlord’s TI Work. Landlord and Tenant shall each have a right to approve all subcontractors engaged or in connection with the construction and installation of the Tenant Improvements, Tenant shall arrange to have the same discharged at Tenant’s sole cost and expense, and if Tenant fails to do so within ten (10) days, Landlord may bond over the same at Tenant’s expense. (c) With respect to the construction of the Tenant Improvements, Tenant shall contract directly with a general contractor (“Tenant’s General Contractor”). The following terms and provisions shall apply with regard to Tenant’s General Contractor: (1) The terms of any agreement to install the Tenant Improvements shall be governed by a separate construction contract signed by Xxxxxx and Xxxxxx’s General Contractor, and the construction contract shall be prepared using the applicable AIA contract form for such projects. A true and complete copy of such construction contract (and all subsequent amendments thereto) shall be delivered by Tenant to Landlord promptly after the execution thereof. (2) Tenant shall not commence (or cause or permit to be commenced) the construction of the Tenant Improvements until all aspects of the Tenant Plans have been approved by Landlord and until Tenant’s General Contractor has delivered to review Landlord original certificates (in form and approve amounts reasonably satisfactory to Landlord) of the general contractor’s “builder’s risk” and general liability insurance policies naming Landlord as an additional insured. Such insurance policies must be issued by and binding upon an insurance company approved by Landlord, which approval shall not be unreasonably withheld or delayed; and Tenant shall use commercially reasonable efforts to ensure that such certificates of insurance state that the issuing insurance company will not cancel the coverage, fail to renew the coverage or change the coverage in a manner that would cause Tenant to no longer be in compliance with Tenant’s insurance obligations under this Exhibit B without first giving at least thirty (30) days’ prior written notice to Landlord, or, in the event the insurance company is unable or unwilling to provide such notice to Landlord, then without first giving at least thirty (30) days’ prior written notice to Tenant, in which event Tenant shall promptly provide Landlord with written notice enclosing a copy of such notice from the insurance company. Further, Tenant shall cause such builder’s risk and general liability insurance coverage naming Xxxxxx’s general contractor as the insured and naming Landlord as an additional insured to be maintained in full force and effect during the entire period the Tenant Improvements are being constructed. Additionally, Tenant shall cause Tenant’s General Contractor to maintain workers’ compensation insurance and all competitive bids other insurance coverages (if any) that are required by applicable law and shall, if requested by Landlord, promptly provide to Landlord reasonable documentary evidence of such additional insurance coverage(s). (d) Xxxxxxxx agrees to contribute the Tenant Improvements Allowance toward the hard costs of constructing the Tenant Improvements, as well as Tenant’s reasonable, third-party, out-of-pocket expenses incurred in connection with the design, architectural and engineering costs related thereto, installation of the Tenant’s personal property, telecommunications and computer cabling, adjusting the HVAC distribution system, and in connection with the relocation of certain of Tenant’s employees and personnel to the Premises from Tenant’s existing leased premises at 00 Xxxxxxxx Xxxxxx, Lexington, Massachusetts (collectively, the “Improvement Costs”). The agreements of Landlord and Tenant regarding the Tenant Improvements Allowance are as follows: (1) In the event the Improvement Costs exceed the Tenant Improvements Allowance, Tenant shall be responsible for bearing and paying such excess costs (the “Excess Costs”). (2) Landlord shall make disbursements of the Tenant Improvements Allowance in accordance with the payment applications provided by Tenant for expenses incurred and documented by Tenant, or by Tenant’s General Contractor, with such General Contractor applications certified by Xxxxxx’s architect or project manager. The final disbursement shall be paid upon completion of the Tenant Improvements and Landlord’s receipt of all Final Documents (as defined below). Landlord’s obligation to make such disbursements shall be subject to the following conditions: (i) Landlord shall not be obligated to make any elements disbursements of the Tenant Improvements Allowance prior to Tenant’s delivery to Landlord of (i) evidence of Tenant’s receipt of all necessary permits required to commence construction of the Tenant Improvements, (ii) a fully-executed copy of Tenant’s construction contract with Xxxxxx’s General Contractor and (iii) a final, complete copy of the Tenant Plans as agreed to by Landlord and Tenant. (ii) Landlord shall not be obligated to make more than one disbursement of the Tenant Improvements Allowance in any calendar month. Landlord shall have no obligation to fund any request made later than the date that is eighteen (18) months after the date on which the A&R Lease is signed. (iii) Landlord shall not be obligated to make any disbursement of the Tenant Improvements Allowance or HVAC Remediation Allowance, as the case may be, until Landlord receives current Supporting Documents (as defined herein). Landlord shall pay applicable disbursements to Tenant within thirty (30) days following Xxxxxxxx’s receipt of a valid request for disbursement of the Tenant Improvements Allowance and all appropriate Supporting Documents. (iv) The obligation of Landlord to make each such approval in disbursement of the Tenant Improvements Allowance or HVAC Remediation Allowance is subject to the condition precedent that, on the date of such disbursement, no event has occurred and is continuing which constitutes an uncured default of Tenant under the Lease. (v) After disbursement of the Tenant Improvements Allowance (or any portion thereof) or HVAC Remediation Allowance (or any portion thereof) by Landlord to Tenant, Tenant shall be solely responsible for disbursement to Tenant’s General Contractor, subcontractors and material suppliers of payments for the Improvement Costs; provided that Landlord, at its option, may elect to pay portions of the Tenant Improvements Allowance directly to Tenant’s General Contractor. (vi) As used herein, the term “Supporting Documents” shall mean, with respect to each instance not disbursement (excluding the final disbursement) of the Tenant Improvements Allowance and HVAC Remediation Allowance for payments to be unreasonably withheld, conditioned or delayed by either party.the Tenant’s General Contractor for Improvement Costs hereunder:

Construction of Tenant Improvements. Promptly following A. Upon Tenant's approval of the Final TI Working Drawings, Landlord shall apply for Plans including the estimate of the cost of the Tenant Improvements and use reasonable efforts to obtain the necessary permits and approvals to allow construction of Landlord’s TI Work. Upon 's receipt of payment of any such permits and approvals, Landlord shall, at Tenant’s expense (subject to estimated cost exceeding the application amount of the Tenant Improvement Allowance provided in this Workletter, and subject to any other applicable provisions of the Lease or of this Workletter expressly making any specific item of expense or cost the responsibility of Landlord), diligently construct and complete Landlord’s TI Work substantially in accordance with the Approved TI Plans, subject to Unavoidable Delays and Tenant Delays (if any). Such construction shall be performed in a good and workmanlike manner and shall conform to all applicable governmental codes, laws and regulations in force at the time such work is completed. Without limiting the generality of the foregoingAllowance, Landlord shall be responsible for compliance of Landlord’s TI Work with the requirements of the Americans with Disabilities Act and all similar or related requirements pertaining cause a contractor, mutually acceptable to access by persons with disabilities, but nothing in this sentence shall be construed to make Landlord responsible for bearing the cost of any such compliance, to the extent the compliance work is reasonably attributable to or related to the particular nature or design of the Tenant Improvements or is for any other reason expressly made Tenant’s cost or responsibility under any applicable provision of the Lease or of this Workletter. Landlord shall have the right, in its sole discretion, to decide whether and to what extent to use union labor on or in connection with Landlord’s Work, and shall use the TI General Contractor to construct all of Landlord’s TI Work. Landlord and Tenant shall each have and identified through a right competitive bid process, to approve all subcontractors engaged in connection with the proceed to secure a building permit and commence construction of the Tenant Improvements provided that Tenant shall cooperate with Landlord in executing permit applications and performing other actions reasonably necessary to review enable Landlord to obtain any required permits or certificates of occupancy; and approve all competitive bids for any elements provided further that the Building has in Landlord's discretion reached the stage of construction where it is appropriate to commence construction of the Tenant ImprovementsImprovements in the Premises. B. Without limiting the provisions of Paragraph 35 of the Lease, such approval Landlord shall not be liable for any direct or indirect damages suffered by Tenant as a result of delays in each instance construction beyond Landlord's reasonable control, including, but not limited to, delays due to strikes or unavailability of materials or labor, or delays caused by Tenant (including delays by the Space Planner, the contractor or anyone else performing services on behalf of Landlord or Tenant). C. If any work is to be performed on the Premises by Tenant or Tenant's contractor or agents: i) Such work shall proceed upon Landlord's written approval, which approval shall not be unreasonably withheldwithheld or delayed, conditioned of Tenant's contractor, public liability and property damage insurance carried by Tenant's contractor, and detailed plans and specifications for such work, shall be at Tenant's sole cost and expense and shall further be subject to the provisions of Paragraphs 12 and 27 of the Lease. ii) All work shall be done in conformity with a valid building permit when required, a copy of which shall be furnished to Landlord before such work is commenced, and in any case, all such work shall be performed in accordance with all applicable Regulations. Notwithstanding any failure by Landlord to object to any such work, Landlord shall have no responsibility for Tenant's failure to comply with all applicable Regulations. iii) If required by Landlord or delayed any lender of Landlord, all work by either partyTenant or Tenant's contractor or agents shall be done with union labor in accordance with all union labor agreements applicable to the trades being employed. iv) All work by Tenant or Tenant's contractor or agents shall be scheduled through Landlord. v) Tenant or Tenant's contractor or agents shall arrange for necessary utility, hoisting and elevator service with Landlord's contractor and shall pay such reasonable charges for such services as may be charged by Tenant's or Landlord's contractor. vi) Tenant's entry to the Premises for any purpose, including, without limitation, inspection or performance of Tenant construction by Tenant's agents, prior to the date Tenant's obligation to pay rent commences shall be subject to all the terms and conditions of the Lease except the payment of Rent. Tenant's entry shall mean entry by Tenant, its officers, contractors, licensees, agents, servants, employees, guests, invitees, or visitors. vii) Tenant shall promptly reimburse Landlord upon demand for any reasonable expense actually incurred by the Landlord by reason of faulty work done by Tenant or its contractors or by reason of any delays caused by such work, or by reason of inadequate clean-up.

Construction of Tenant Improvements. Promptly following approval Tenant has personally inspected the Leased Premises and accepts the same "AS IS" without representation or warranty by Landlord of any kind and with the Final TI Working Drawings, understanding that Landlord shall apply for have no responsibility with respect thereto except to construct Phase I and use reasonable efforts to obtain the necessary permits Phase II, as requested by Tenant and approvals to allow construction of Landlord’s TI Work. Upon receipt of such permits and approvalsdescribed in EXHIBIT "B", Landlord shall, at Tenant’s expense (subject to the application of the Tenant Improvement Allowance provided in this Workletter, and subject to any other applicable provisions of the Lease or of this Workletter expressly making any specific item of expense or cost the responsibility of Landlord), diligently construct and complete Landlord’s TI Work substantially in accordance with the Approved TI Plans, subject to Unavoidable Delays and Tenant Delays (if any). Such construction shall be performed in a good and workmanlike manner and lien-free all the improvements designated in the Plans and Specifications and Landlord's obligations in the attached EXHIBITS "B" AND "B-1", which shall conform to all applicable governmental codes, laws be in accordance with and regulations in force at the time such work is completed. Without limiting the generality expense of the foregoingparty indicated on EXHIBIT "B". As of February 1, Landlord 2001, Tenant may enter upon the Leased Premises for purposes of taking measurements, making plans, installing trade fixtures and telephones, erecting temporary or permanent signs and doing such other work as may be appropriate or desirable without being deemed thereby to have taken possession or obligated itself to Minimum Annual Rent or Additional Rent but Tenant agrees that all provisions of this Lease shall be responsible for compliance of Landlord’s TI Work with the requirements applicable as of the Americans with Disabilities Act and all similar or related requirements pertaining to access by persons with disabilities, date of Lease execution including but nothing in this sentence shall be construed to make Landlord responsible for bearing the cost of any such compliance, not limited to the extent the compliance work is reasonably attributable to or related to the particular nature or design of the Tenant Improvements or is for any other reason expressly made Tenant’s cost or responsibility under any applicable provision of the Lease or of this Workletter. following: (a) Landlord shall have no liability for injury to any person or damage to any property of Tenant stored on the Leased Premises except for damages caused by the willful act or gross negligence of Landlord or its employees or agents, (b) Tenant shall not interfere with Landlord's construction work on the Leased Premises, (c) Tenant shall indemnify, protect and hold harmless Landlord from and against any and all claims, demands, damages, losses, costs, expenses, liabilities and actions at law or in equity based upon any occurrence or condition arising out of or attributable to Tenant's exercise of such right, in its sole discretion, to decide whether and to what extent to use union labor on or in connection with Landlord’s Work, and shall use the TI General Contractor to construct all of Landlord’s TI Work. Landlord and (d) Tenant shall each have a right to approve all subcontractors engaged in connection with be solely responsible for the construction of the Tenant Improvements and to review and approve all competitive bids obtaining any necessary permits for any elements of such work it performs apart from and in addition to the Tenant Improvementswork described in EXHIBIT "B" OR EXHIBIT "B-1", such approval in each instance not to be unreasonably withheld, conditioned or delayed by either partythe permitting for which is Landlord's sole responsibility.

Construction of Tenant Improvements. Promptly following approval of 5.1 Subtenant shall cause the Final TI Working Drawings, Landlord shall apply for contractor to proceed to secure a building permit and use reasonable efforts to obtain the necessary permits and approvals to allow commence construction of Landlord’s TI Work. Upon receipt of such permits and approvals, Landlord shall, at Tenant’s expense (subject to the application of the Tenant Improvement Allowance provided in this Workletter, and subject to any other applicable provisions of the Lease or of this Workletter expressly making any specific item of expense or cost the responsibility of Landlord), diligently construct and complete Landlord’s TI Work substantially in accordance with the Approved TI Plans, subject to Unavoidable Delays and Tenant Delays (if any). Such construction shall be performed in a good and workmanlike manner and shall conform to all applicable governmental codes, laws and regulations in force at the time such work is completed. Without limiting the generality of the foregoing, Landlord Improvements. 5.2 Subtenant shall be responsible for compliance of Landlord’s TI Work with the requirements of the Americans with Disabilities Act and obtaining all similar or related requirements pertaining to access by persons with disabilities, but nothing in this sentence shall be construed to make Landlord responsible for bearing the cost of any such compliance, governmental approvals to the full extent the compliance work is reasonably attributable to or related to the particular nature or design of the Tenant Improvements or is necessary for any other reason expressly made Tenant’s cost or responsibility under any applicable provision of the Lease or of this Workletter. Landlord shall have the right, in its sole discretion, to decide whether and to what extent to use union labor on or in connection with Landlord’s Work, and shall use the TI General Contractor to construct all of Landlord’s TI Work. Landlord and Tenant shall each have a right to approve all subcontractors engaged in connection with the construction and installation of the Tenant Improvements and for Subtenant's occupancy of the Premises, in compliance with all applicable Regulations. Subtenant shall employ Good and Robexxx xx the contractor or such other contractor or contractors as shall be reasonably approved by Landlord in writing to review construct the Tenant Improvements in conformance with the approved Space Plan and approve all competitive bids Plans. The construction contracts between Subtenant and the approved contractor shall be subject to Landlord's prior reasonable approval and shall provide for progress payments. The contractor(s) shall be duly licensed and Landlord's approval of the contractor(s) shall be conditioned, among other things, upon the contractor's reputation for quality of work, timeliness of performance, integrity and Landlord's prior experience with such contractor. 5.3 Sublandlord and Landlord shall not be liable for any elements direct or indirect damages suffered by Subtenant as a result of delays in construction beyond Landlord's and Sublandlord's reasonable control, including, but not limited to, delays due to strikes or unavailability of materials or labor, or delays caused by Subtenant (including delays by the Tenant ImprovementsSpace Planner, such approval in each instance not the contractor or anyone else performing services on behalf of Landlord or Subtenant). 5.4 All work to be unreasonably withheldperformed on the Premises by Subtenant or Subtenant's contractor or agents shall be subject to the following conditions: (a) Such work shall proceed upon Landlord's written approval of Subtenant's contractor, conditioned or delayed and public liability and property damage insurance carried by either party.Subtenant's contractor, and shall further be subject to the provisions of Paragraphs 12 and 27

Construction of Tenant Improvements. Promptly following approval of the Final TI Working Drawings, Landlord (a) Tenant shall apply for and use reasonable efforts to obtain the necessary permits and approvals to allow construction of Landlord’s TI Work. Upon receipt of such permits and approvals, Landlord shall, at Tenant’s expense (subject to the application of cause the Tenant Improvement Allowance provided in this Workletter, and subject Improvements to any other applicable provisions of the Lease or of this Workletter expressly making any specific item of expense or cost the responsibility of Landlord), diligently construct and complete Landlord’s TI Work substantially be constructed in accordance with the Approved TI PlansPlans and Specifications approved by both parties in accordance with Paragraph 2 above by Construction Associates, Inc. (the "Contractor") or such other contractor as may be selected by Tenant and approved by Landlord. The construction contract between Tenant and Contractor shall be subject to Unavoidable Delays the approval of Landlord, which approval will not be unreasonably withheld or delayed. The construction contract must require the Contractor and Tenant Delays (if any)its subcontractors to comply with the construction procedures of the Building designated by Landlord from time to time during the progress of the Work. Such The construction contract shall be performed require that the Contractor obtain a performance and payment bond in the face amount of the construction contract from a bonding company acceptable to Landlord. Any such bond shall include a dual obligee rider in favor of Landlord and in a good and workmanlike manner and shall conform form acceptable to all applicable governmental codes, laws and regulations in force at Landlord. (b) Landlord will pay for the time such work is completed. Without limiting the generality Cost of the foregoing, Landlord shall be responsible for compliance of Landlord’s TI Work with until the requirements full amount of the Americans with Disabilities Act Allowance has been disbursed by Landlord. Thereafter, Tenant shall pay for all remaining Costs of the Work. Tenant shall indemnify, defend and hold Landlord harmless from and against any and all similar liens, losses, damages, claims or expenses (including reasonable attorneys' fees, incurred with or without litigation or on appeal), arising out of or in any way related requirements pertaining to access by persons with disabilitiesthe Work, but nothing in this sentence shall be construed to make Landlord responsible for bearing the cost of any such compliance, except to the extent any such liens, losses, claims or expenses result from the compliance negligence or intentional misconduct of Landlord or its agents or employees, or from Landlord's wrongful failure to pay the Allowance. Tenant agrees that if Contractor or any subcontractor or other person or entity performing work is reasonably attributable to or related to the particular nature supplying materials or design of the Tenant Improvements or is for any other reason expressly made Tenant’s cost or responsibility under any applicable provision of the Lease or of this Workletter. Landlord shall have the right, in its sole discretion, to decide whether and to what extent to use union labor on or in connection with Landlord’s Work, and shall use the TI General Contractor to construct all of Landlord’s TI Work. Landlord and Tenant shall each have a right to approve all subcontractors engaged equipment in connection with the construction Work files a lien against the Building or the Premises (and such filing is not a result of Landlord's wrongful failure to pay the Allowance), at Landlord's request, Tenant Improvements shall purchase and record a bond in the type required under RCW 60.04.161 in order to review release the Building, the Premises and approve all competitive bids for the real property on which the Building is located from the lien. When the Work is completed, Tenant shall deliver to Landlord a full and complete unconditional lien release from Contractor and any elements of the Tenant Improvements, such approval in each instance not to be unreasonably withheld, conditioned or delayed subcontractors designated by either partyLandlord.

Construction of Tenant Improvements. Promptly 2.8.1 Tenant shall retain a licensed architect of its choice, subject to Landlord’s prior written approval, to prepare the Plans and Specifications for the Tenant Improvements. The Plans and Specifications shall be subject to Landlord’s approval, which approval shall not be unreasonably delayed, provided that such Plans and Specifications comply with the requirements of this paragraph. 2.8.2 Within one hundred eighty (180) days following approval the date of execution of the Final TI Working DrawingsLease by Tenant, Tenant shall cause its architect to furnish to Landlord for Landlord’s approval space plans sufficient to convey the architectural design of the Premises, including, without limitation, the location of doors, partitions, electrical and telephone outlets, plumbing fixtures, heavy floor loads and other special requirements (collectively, the “Space Plan”). If required by Landlord, Tenant’s architect shall consult with Landlord’s engineer in preparing the Space Plan, and incorporate such engineer’s requirements into the Space Plan. If Landlord fails to disapprove the Space Plan within the ten (10) day period following its receipt of the Space Plan, the Space Plan shall be deemed approved. If Landlord shall disapprove of any portion of the Space Plan within such ten (10) day period, Landlord shall apply advise Tenant of the reasons therefor and shall notify Tenant of the revisions to the Space Plan that are reasonably required by Landlord for and use reasonable efforts the purpose of obtaining approval. Tenant shall within seven (7) days submit to obtain the necessary permits and approvals to allow construction of Landlord, for Landlord’s TI Work. Upon receipt approval, a redesign of such permits and approvalsthe Space Plan, incorporating the revisions required by Landlord shallor proposing alternatives for Landlord’s consideration, at which shall be undertaken pursuant to the process set forth above. 2.8.3 Tenant shall cause its architect to prepare from Tenant’s expense approved Space Plan, complete Plans and Specifications within one hundred twenty (subject to 120) days after Landlord approves the application Space Plan. The Plans and Specifications shall (a) be compatible with the Building shell and with the design, construction and equipment of the Building; (b) comply with all Governmental Requirements; (c) comply with all applicable insurance regulations; and (d) be consistent with the approved Space Plan. Tenant Improvement Allowance shall submit the Plans and Specifications for Landlord’s Approval in the same manner and timeframe as provided in this Workletter, and subject to any other applicable provisions Subparagraph 2.8.2 above for approval by Landlord of Tenant’s Space Plan. 2.8.4 Tenant shall complete the Lease or of this Workletter expressly making any specific item of expense or cost the responsibility of Landlord), diligently construct and complete Landlord’s TI Work substantially Tenant Improvements in accordance with the Approved TI Plans, subject to Unavoidable Delays approved Plans and Tenant Delays Specifications and all applicable Governmental Requirements and in accordance with the provisions of Paragraph 5.8 (if any“Work Performance and Responsible Contracting”). Such construction Tenant shall be performed in a good and workmanlike manner and shall conform to all applicable governmental codes, laws and regulations in force at provide an exhibit depicting the time such work is completed. Without limiting the generality of the foregoing, Landlord shall be responsible for compliance of Landlord’s TI Work with the requirements of the Americans with Disabilities Act and all similar or related requirements pertaining to access by persons with disabilities, but nothing in this sentence shall be construed to make Landlord responsible for bearing the cost of any such compliance, to the extent the compliance work is reasonably attributable to or related to the particular nature or design of the intended Tenant Improvements or is for any other reason expressly made Tenant’s cost or responsibility under any applicable provision of the Lease or of to be attached as an exhibit to this WorkletterLease. Landlord shall have the right, in its sole discretion, to decide whether review and to what extent to use union labor on or in connection with Landlord’s Work, and shall use the TI General Contractor to construct all of Landlord’s TI Work. Landlord and Tenant shall each have a right to approve all subcontractors engaged in connection with manage the construction of the Tenant Improvements for a construction management fee of one and to review fifty percent (1.5%) of actual hard construction costs. 2.8.5 If Landlord requires performance or payment bonds, they shall be provided at Landlord’s sole cost and approve all competitive bids for any elements of expense, and shall not be funded from the Tenant Improvement Allowance. 2.8.6 All Tenant Improvements, such approval regardless of which party constructed or paid for them, shall become the property of Landlord and shall remain upon and be surrendered with the Premises on the expiration or earlier termination of this Lease. Tenant shall not be responsible for any restoration (or removal) of its initial Tenant Improvements completed in each instance not to be unreasonably withheld, conditioned or delayed by either partyaccordance with the provisions of this Section 2.8 at the expiration of the Lease Term other than its Telecommunication Facilities (as defined in Section 4.1.2).

Construction of Tenant Improvements. Promptly following approval Landlord shall have no responsibility except to perform and complete, at Landlord's sole cost and expense, the work on the tenant finish improvements described in THE PLANS AND SPECIFICATIONS WHICH HAVE BEEN MUTUALLY AGREED UPON BY BOTH LANDLORD AND TENANT AND ATTACHED HERETO AS EXHIBIT B, subject to events and delays due to causes beyond its reasonable control. Tenant agrees that all work on any change orders to the initial tenant finish improvements shall be performed by Duke Construction Limited Partnership (DCLP) or a subsidiary or affiliate of Landlord which shall receive a cost plus ten percent (10%) construction management fee, exclusive of general conditions, as Landlord's construction manager or general contractor; provided, however, that the construction management fee to be charged for any subsequent tenant finish improvements shall be an amount equal to the construction management fee then being charged by DCLP and other reputable and experienced contractors in the Columbus, Ohio Industrial Market for comparable improvements performed in comparable class A INDUSTRIAL PROPERTIES. ANY COSTS FOR TENANT FINISH IMPROVEMENTS WHICH EXCEED THE SCOPE OF THOSE DESCRIBED ON EXHIBIT B shall be the sole responsibility of Tenant. Tenant shall reimburse Landlord for such excess costs within thirty (30) days of Tenant's receipt of an invoice for the same. Landlord hereby agrees to warrant all work performed by Landlord within the Leased Premises for a period of twelve (12) months from the Commencement Date (the "Warranty Period"). After the expiration of the Final TI Working DrawingsWarranty Period, Landlord shall apply assign to Tenant all warranties (if assignable) from subcontractors and material suppliers for and use reasonable efforts to obtain materials, workmanship, fixtures or equipment installed by Landlord in the necessary permits and approvals to allow construction of Landlord’s TI Work. Upon receipt of such permits and approvals, Landlord shall, at Tenant’s expense (subject to Leased Premises which warranties continue in effect after the application expiration of the Tenant Improvement Allowance provided in this Workletter, and subject to any other applicable provisions of the Lease or of this Workletter expressly making any specific item of expense or cost the responsibility of Landlord), diligently construct and complete Landlord’s TI Work substantially in accordance with the Approved TI Plans, subject to Unavoidable Delays and Tenant Delays (if any). Such construction shall be performed in a good and workmanlike manner and shall conform to all applicable governmental codes, laws and regulations in force at the time such work is completed. Without limiting the generality of the foregoing, Landlord shall be responsible for compliance of Landlord’s TI Work with the requirements of the Americans with Disabilities Act and all similar or related requirements pertaining to access by persons with disabilities, but nothing in this sentence shall be construed to make Landlord responsible for bearing the cost of any such compliance, to the extent the compliance work is reasonably attributable to or related to the particular nature or design of the Tenant Improvements or is for any other reason expressly made Tenant’s cost or responsibility under any applicable provision of the Lease or of this Workletter. Landlord shall have the right, in its sole discretion, to decide whether and to what extent to use union labor on or in connection with Landlord’s Work, and shall use the TI General Contractor to construct all of Landlord’s TI Work. Landlord and Tenant shall each have a right to approve all subcontractors engaged in connection with the construction of the Tenant Improvements and to review and approve all competitive bids for any elements of the Tenant Improvements, such approval in each instance not to be unreasonably withheld, conditioned or delayed by either partyWarranty Period.

Construction of Tenant Improvements. Promptly following approval of the Final TI Working Drawings, Landlord Tenant shall apply be responsible for and use reasonable efforts to obtain the necessary permits and approvals to allow construction of Landlord’s TI Work. Upon receipt of such permits and approvals, Landlord shall, at Tenant’s expense (subject to the application of the Tenant Improvement Allowance provided in this Workletter, and subject to any other applicable provisions of the Lease or of this Workletter expressly making any specific item of expense or cost the responsibility of Landlord), diligently construct and complete Landlord’s TI Work substantially in accordance with the Approved TI Plans, subject to Unavoidable Delays and Tenant Delays (if any)Improvements by Contractor. Such construction shall be performed in a good and workmanlike manner and shall conform to all applicable governmental codes, laws and regulations in force at the time such work is completed. Without limiting the generality of the foregoing, Landlord shall be responsible for compliance of Landlord’s TI Work accordance with the requirements of the Americans with Disabilities Act Plans and all similar or related requirements pertaining to access by persons with disabilities, but nothing in this sentence shall be construed to make Landlord responsible for bearing the cost of any such compliance, to the extent the compliance work is reasonably attributable to or related to the particular nature or design Specifications. Construction of the Tenant Improvements or is for any other reason expressly made Tenant’s cost or responsibility under any applicable provision shall be deemed substantially complete (subject to completion of punchlist items) upon receipt by Landlord of the Lease following: (a) a certificate of Occupancy from the city and upon certification of such fact by Tenant's architect; (b) a certificate from Contractor certifying that the Tenant Improvements have been completed in substantial accordance with the approved Plans and Specifications; (c) evidence reasonably satisfactory to Landlord that no mechanic's or materials men's lien or other encumbrance has been filed and remains in effect against the property; (d) a final affidavit and lien release from Contractor and final lien releases or waivers by all subcontractors, material men and other parties who have supplied labor, material or services for the construction of this Workletter. Landlord the Tenant improvements or who otherwise might be entitled to claim a contractual, statutory or constitutional lien against the property; (e) Tenant shall have delivered to Landlord a written statement, certified as correct by Tenant, setting forth in reasonable detail the rightout-of-pocket construction costs insured by Tenant with respect to Tenant Improvements together with all proof, reasonably satisfactory to Landlord that such invoices have been paid in its sole discretion, full and such other information with respect to decide whether and to what extent to use union labor on or in connection with Landlord’s Work, and shall use the TI General Contractor to construct all of Landlord’s TI Work. Landlord and Tenant shall each have a right to approve all subcontractors engaged in connection with the construction of the Tenant Improvements and as landlord may reasonably require to review and approve all competitive bids for any elements enable Landlord to substantiate the costs set forth in Tenant's written statement; and (f) Tenant shall have delivered to Landlord a Certificate of Substantial Completion (as such term is defined in American Institute of Architects Document B141, Owner Architect Agreement) with respect to the Tenant Improvements, such approval issued by the architect, which shall include the architect's certification that the Tenant Improvements have been substantially completed in each instance not to be unreasonably withheld, conditioned or delayed by either partyaccordance with the approved Plans and Specifications.

Construction of Tenant Improvements. Promptly following approval (a) Landlord shall, through a general contractor proposed by Landlord and approved by Tenant (the "Contractor") furnish and install within the Leased Premises, certain items of general construction (the "Tenant Improvements") to be determined in the manner described in Paragraph 2 below. Landlord shall cause the Tenant Improvements to be constructed by the Contractor in accordance with the plans and specifications to be approved by Landlord and Tenant pursuant to Paragraph 2 below. The quantities, character and manner of installation of all of the Final TI Working DrawingsTenant Improvements shall be subject to the limitations imposed by any applicable governmental regulations relating to conservation of energy and by applicable building codes and regulations and, subject thereto, Landlord shall apply cause all such work to be done by Contractor in accordance with all applicable governmental codes and regulations and pursuant to all applicable building permits required therefore. In addition, Tenant agrees that the Tenant Improvements shall not require Landlord to perform work which would (i) require changes to structural components of the Building or the exterior design of the Building; (ii) require any material modification to the Building's mechanical or electrical systems; or (iii) be incompatible with the Building plans filed with the City of Santa Cxxxx. If any of the Tenant Improvements are specialized improvements particular to Tenant's use of the Leased Premises, Landlord may require that such Tenant Improvements be removed at the expiration or earlier termination of the Lease, in which case Landlord shall notify Tenant in writing upon delivery to Tenant of the Working Drawings (pursuant to Section3 below). (b) Landlord shall enter into a construction contract with the Contractor for and use reasonable efforts to obtain the necessary permits and approvals to allow construction of Landlord’s TI Work. Upon receipt the Tenant Improvements in a form reasonably approved by Tenant, which approval shall not be unreasonably withheld and shall be for a contract price acceptable to both Landlord and Tenant; provided, however, that if the cost of such permits and approvals, Landlord shall, at Tenant’s expense (subject to constructing the application Tenant Improvements shall be less than the amount of the Tenant Improvement Allowance provided in this Workletter, and subject to any other applicable provisions of the Lease or of this Workletter expressly making any specific item of expense or cost the responsibility of Landlord(as defined below), diligently construct and complete Landlord’s TI Work substantially in accordance with the Approved TI Plans, subject to Unavoidable Delays and Tenant Delays (if any). Such construction shall be performed in a good and workmanlike manner and shall conform to all applicable governmental codes, laws and regulations in force at the time such work is completed. Without limiting the generality of the foregoing, Landlord shall not be responsible for compliance of Landlord’s TI Work with the requirements of the Americans with Disabilities Act and all similar or related requirements pertaining required to access by persons with disabilities, but nothing in this sentence shall be construed obtain Tenant's approval as to make Landlord responsible for bearing the cost of any such compliance, to the extent the compliance work is reasonably attributable to or related to the particular nature or design of construction. The construction contract for the Tenant Improvements or is for any other reason expressly made Tenant’s cost or responsibility under any applicable provision shall contain warranties of a nature customary in the Lease or of this Workletter. Landlord marketplace that shall have be assignable to and enforceable by Tenant against the right, in its sole discretion, to decide whether and to what extent to use union labor on or in connection with Landlord’s Work, Contractor and shall use require that the TI General Contractor designate Tenant as an additional insured as to construct all insurance to be carried by the Contractor (including public liability insurance in an amount of Landlord’s TI Work. Landlord and Tenant shall each have a right to approve all subcontractors engaged at least $2,000,000) in connection with the construction of the Tenant Improvements and to review and approve all competitive bids for any elements of the Tenant Improvements, such approval in each instance not to be unreasonably withheld, conditioned or delayed by either party.

Construction of Tenant Improvements. Promptly following approval Landlord, at Landlord’s sole costs and expense, shall provide Tenant Improvements based on the Build out Specification letter submitted by Rxxxxxx Studio and dated May 7, 2012 with the exception of the Final TI Working Drawingscarpet selection which shall be modified to J+J Invision, Landlord shall apply for and use reasonable efforts to obtain the necessary permits and approvals to allow construction of Landlord’s TI WorkProblem Solved (6572), 1201 super glue. Upon receipt of such permits and approvals, Landlord shall, at Tenant’s expense (subject to the application of the Tenant Improvement Allowance provided in this Workletter, and subject to any other applicable provisions of the Lease or of this Workletter expressly making any specific item of expense or cost the responsibility of Landlord), diligently construct and complete Landlord’s TI Work substantially in accordance with the Approved TI Plans, subject to Unavoidable Delays and Tenant Delays (if any). Such construction Improvements shall be performed constructed and installed in a good and workmanlike manner and all materials used shall conform be of a quality comparable to all applicable governmental codesthose in the Building. Any additional Tenant Improvements beyond the scope of specifications noted in the May 7, laws 2012 letter and regulations the modification noted in force this Section 5 shall be at the time such work is completed. Without limiting the generality sole cost and expense of the foregoingTenant. All Tenant Improvements shall be and remain the property of Landlord upon termination of this Lease; except as set forth in Section 13. To the extent that there are any additional Tenant’s Improvements to be completed by Tenant, such Tenant’s Improvements shall be constructed and installed in a good and workmanlike manner and all materials used shall be of a quality comparable to those in the Building. Tenant shall maintain a safe working environment, including the continuation of all fire and security protection devices, if any, previously installed in the Premises by Landlord. All damages or injury done to the Premises or the Building by Tenant or by any persons who may be in or upon the Premises or the Building with the express or implied consent of Tenant, including but not limited to the cracking or breaking of any glass of windows and doors, shall be paid for by Tenant and Tenant shall pay for all damage to the Building caused by acts or omissions of Tenant or Tenant’s officers, contractors, subcontractors, agents, invitees, licensees, employees, successors or assigns. Landlord’s consent to or oversight of any work by Tenant, shall not be deemed a warranty as to the adequacy of the design, workmanship or quality of materials, and Landlord hereby expressly disclaims any responsibility or liability for the same, except with respect to Landlord’s intentional misconduct. Landlord shall be responsible under no circumstances have any obligation to repair, maintain or replace any portion of any Tenant Improvements. Tenant has previously submitted the Plans and Specifications for compliance Tenant Improvements (the “Plans”) to Landlord which are approved by Landlord. Tenant will promptly notify Landlord of Landlord’s TI Work any changes to the Final Plans that are required by the City of Seattle, in connection with any required permit approval, the requirements of the Americans with Disabilities Act and all similar or related requirements pertaining to access by persons with disabilities, but nothing in this sentence shall be construed to make Landlord responsible for bearing the cost costs of any such compliance, to change shall be the extent sole responsibility of Tenant. Landlord will approve or reasonably disapprove the compliance work is reasonably attributable to or related to the particular nature or design required changes in writing within five days after receiving notice of the Tenant Improvements or is for any other reason expressly made Tenant’s cost or responsibility under any applicable provision same. If Landlord reasonably disapproves the changes required by the City of the Lease or of this Workletter. Landlord shall have the rightSeattle, in its sole discretion, to decide whether and to what extent to use union labor on or in connection with Landlord’s Work, and shall use the TI General Contractor to construct all of Landlord’s TI Work. Landlord and Tenant will cooperate to develop changes to the Final Plans that are approved by both Landlord and the City of Seattle. Tenant shall each have a right to approve all subcontractors engaged access the Premises two (2) weeks prior to the Commencement Date in connection with order to install Tenant’s furniture, fixtures and equipment subject to the construction substantial completion of the Tenant Improvements and to review must comply with and approve observe all competitive bids for terms and conditions of this Lease and any elements of the Tenant Improvements, such approval in each instance not to be unreasonably withheld, conditioned or delayed site rules imposed by either partyLandlord’s contractor.

Construction of Tenant Improvements. Promptly following approval of the Final TI Working Drawings, Landlord shall apply for and use reasonable efforts to obtain the necessary permits and approvals to allow construction of Landlord’s TI Work. Upon receipt of such permits and approvals, Landlord shall, at Tenant’s expense (subject to the application of the a) Tenant Improvement Allowance provided in this Workletter, and subject to any other applicable provisions of the Lease or of this Workletter expressly making any specific item of expense or cost the responsibility of Landlord), diligently construct and complete Landlord’s TI Work substantially in accordance with the Approved TI Plans, subject to Unavoidable Delays and Tenant Delays (if any). Such construction shall be performed in a good and workmanlike manner and shall conform to all applicable governmental codes, laws and regulations in force at the time such work is completed. Without limiting the generality of the foregoing, Landlord shall be responsible for compliance of Landlord’s TI Work with the requirements of the Americans with Disabilities Act and all similar or related requirements pertaining to access by persons with disabilities, but nothing in this sentence shall be construed to make Landlord responsible for bearing the cost of any such compliance, to the extent the compliance work is reasonably attributable to or related to the particular nature or design construction of the Tenant Improvements or is for any other reason expressly made Tenant’s cost or responsibility under any applicable provision Improvements, pursuant to this Work Letter Agreement. Prior to the start of construction, Tenant shall prepare and submit to Landlord a detailed schedule ("Construction Schedule") identifying the major stages and anticipated completion dates of each phase of construction. Tenant shall during the course of construction periodically update the Construction Schedule, providing copies of the Lease or of this Workletterupdated schedule to Landlord. Construction shall be performed under Tenant's supervision by Tenant's contractor, whose selection shall be reasonably approved by Landlord. Landlord has pre-approved Ocean West Builders and Design Build Tenant Improvement Contractors as the general contractors authorized to provide Tenant bids for the Tenant Improvements. Selection of all subcontractors shall have the right, in its sole discretion, also be subject to decide whether and to what extent to use union labor on or in connection with Landlord’s Work, and shall use the TI General Contractor to construct all of Landlord’s TI Work's reasonable approval. Landlord and Tenant shall each have a right supervise the contractor's work to approve all subcontractors engaged in connection with expedite the construction completion of the Tenant Improvements and to review assure their construction in conformity with the approved plans and approve all competitive bids specifications. (b) Landlord shall be permitted, during the course of construction, to inspect the progress of the work and, upon written notice to Tenant, to cause Tenant to repair any material defects or deficiencies. (c) Landlord shall have no contractual relationship with Tenant's contractor or any subcontractors. (d) Tenant and Tenant's contractor shall coordinate with Landlord's property manager regarding delivery and storage of building materials, so as to minimize disruption of the Project's other tenants. (e) The air conditioning portion of the work shall include a control and monitoring system furnished in accordance with the Building Standards. The air conditioning subcontractor shall balance the system to provide the designed volume and temperature of air for any elements each space in the Premises. (f) Tenant shall notify Landlord upon substantial completion of the Tenant Improvements, such approval in each instance not whereupon the parties shall jointly inspect the Premises and prepare a punch list of corrective action to be unreasonably withheld, conditioned or delayed taken by either partyTenant. Tenant shall use its best efforts to complete the punch list within sixty (60) days after the joint inspection.

Construction of Tenant Improvements. Promptly following approval Prior to the commencement of the Final TI Working Drawings, Landlord shall apply for and use reasonable efforts to obtain the necessary permits and approvals to allow construction of Landlord’s TI Work. Upon receipt of such permits and approvals, Landlord shall, at Tenant’s expense (subject to the application of the Tenant Improvement Allowance provided in this WorkletterImprovements, and subject Tenant shall submit to any other applicable provisions of the Lease or of this Workletter expressly making any specific item of expense or cost the responsibility of Landlord), diligently construct and complete Landlord’s TI Work substantially in accordance with the Approved TI Plans, subject to Unavoidable Delays and Tenant Delays (if any). Such construction shall be performed in a good and workmanlike manner and shall conform to all applicable governmental codes, laws and regulations in force at the time such work is completed. Without limiting the generality of the foregoing, Landlord shall be responsible for compliance of Landlord’s TI Work with the requirements of the Americans with Disabilities Act and all similar or related requirements pertaining to access by persons with disabilities, but nothing in this sentence shall be construed to make Landlord responsible its approval Tenant's general contractor for bearing the cost of any such compliance, to the extent the compliance work is reasonably attributable to or related to the particular nature or design of the Tenant Improvements or is for any other reason expressly made Tenant’s cost or responsibility under any applicable provision of the Lease or of this WorkletterImprovements. Landlord shall have the rightright but not the obligation nor the duty, to disapprove any such contractor who, in its sole discretionLandlord's good faith determination, is financially or otherwise unqualified. The failure of Landlord to decide whether disapprove a contractor shall not constitute a warranty that any contractor not so disapproved is in fact qualified. Following Landlord's approval of the Final Tenant Improvement Plans and to what extent to use union labor on or in connection with Landlord’s WorkTenant's contractor, Tenant shall promptly commence construction and installation of the Tenant Improvements and shall use thereafter pursue the TI General Contractor same diligently to construct all of Landlord’s TI Workcompletion. Landlord and Any damage to the Building caused by Tenant shall each have a right to approve all or its contractors or subcontractors engaged in connection with the construction of the Tenant Improvements shall be repaired at Tenant's expense. Tenant shall be responsible for obtaining all necessary permits and to review approvals required for the construction and approve all competitive bids for any elements installation of the Tenant ImprovementsImprovements and Landlord agrees to reasonably cooperate at no cost to it with Tenant in obtaining the same. All work done in connection with the Tenant Improvements shall be performed in compliance with all applicable laws, such approval ordinances, rules, orders and regulations of all federal, state, county and municipal governments or agencies now in each instance not to force or that may be unreasonably withheldenacted hereafter and with all directives rules and regulations of the fire marshal, conditioned health officer, building inspector or delayed by either partyother proper officers of any governmental agency now having or hereafter acquiring jurisdiction.

Construction of Tenant Improvements. Promptly following approval of the Final TI Working Drawings, Landlord shall apply for and use reasonable efforts to obtain the necessary permits and approvals to allow construction of Landlord’s TI Work. Upon receipt of such permits and approvals, Landlord (a) Tenant shall, at Tenant’s expense expense, submit to Landlord final and 100% complete dimensioned and detailed plans and drawings of partition layouts (subject to the application of the Tenant Improvement Allowance provided in this Workletter, and subject to any other applicable provisions of the Lease or of this Workletter expressly making any specific item of expense or cost the responsibility of Landlord), diligently construct and complete Landlord’s TI Work substantially in accordance with the Approved TI Plans, subject to Unavoidable Delays and Tenant Delays (if anyincluding openings). Such construction shall be performed in a good ceiling and workmanlike manner lighting layouts, colors, mechanical and shall conform to all applicable governmental codes, laws electrical circuitry plans and regulations in force at the time such work is completed. Without limiting the generality of the foregoing, Landlord shall be responsible for compliance of Landlord’s TI Work with the requirements of the Americans with Disabilities Act any and all similar or related requirements pertaining other information as may be reasonably necessary to access by persons with disabilities, but nothing in this sentence shall be construed to make Landlord responsible for bearing the cost of any such compliance, to the extent the compliance work is reasonably attributable to or related to the particular nature or design of the Tenant Improvements or is for any other reason expressly made Tenant’s cost or responsibility under any applicable provision of the Lease or of this Workletter. Landlord shall have the right, in its sole discretion, to decide whether and to what extent to use union labor on or in connection with Landlord’s Work, and shall use the TI General Contractor to construct all of Landlord’s TI Work. Landlord and Tenant shall each have a right to approve all subcontractors engaged in connection with complete the construction of the Tenant Improvements (such plans are collectively referred to herein as “Tenant’s Plans”). Tenant shall submit Tenant’s Plans to Landlord in form, quality and quantity acceptable for the purposes of filing for a building permit with the Building Department of the City of Stamford, and such plans shall be signed and sealed by an architect licensed in the State of Connecticut, Tenant’s Plans shall comply with Applicable Laws, Tenant shall be permitted to review file progress prints of such plans and approve specifications for all competitive bids or any portion of the Tenant Improvements for Landlord’s review. (b) Within ten (10) Business Days after receipt of the complete Tenant’s Plans (which plans shall be accompanied with a notice stating in bold face all-capitals 12-point type “FAILURE OF LANDLORD TO DISAPPROVE THESE PLANS AND SPECIFICATIONS WITHIN TEN (10) BUSINESS DAYS AFTER RECEIPT SHALL BE DEEMED APPROVAL”), Landlord shall notify Tenant in writing whether Landlord approves or disapproves the Tenant’s Plans, and Landlord shall describe the reasons for any elements such disapproval. If Landlord fails to so notify Tenant within such ten (10) Business Day period, then Landlord shall be deemed to have approved the Tenant’s Plans. Tenant may submit to Landlord revised Tenant’s Plans for Landlord’s prior written approval, and within five (5) Business Days after receipt of the complete revised Tenant’s Plans, Landlord shall notify Tenant in writing whether Landlord approves or disapproves such revised Tenant’s Plans, and Landlord shall describe the reasons for any such disapproval, If Landlord fails to so notify Tenant within such five (5) Business Day period, then Landlord shall be deemed to have approved such revised Tenant’s Plans, This procedure shall be repeated until Tenant’s Plans are finally approved (or deemed approved) by Landlord. If Landlord shall have approved any progress prints pursuant to subsection 22.2(a), Landlord shall not disapprove any Tenant’s Plans on the basis of any matters in such plans that are substantially in conformity with those matters previously approved by Landlord in the progress prints, Tenant’s Plans shall comply with and conform to the plans and specifications of the Building and comply with all the rules, regulations and/or other requirements of any governmental department having jurisdiction over the construction of the Building. Tenant shall prepare Tenant’s Plans in accordance with pre-existing conditions and field measurements. Landlord’s review of Tenant’s Plans is solely to protect the interests of Landlord in the Building, and Landlord shall be neither the guarantor of, nor responsible for, the correctness or accuracy of Tenant’s Plans or the compliance of Tenant’s Plans with Applicable Laws. At the time of, and in conjunction with, Landlord’s approval of Tenant’s Plans pursuant to this subsection, Landlord shall give notice to Tenant as to which parts of the Tenant Improvements shall constitute Nonstandard Improvements and, therefore, must be removed by Tenant at the expiration or earlier termination of this Lease. (As to any of Tenant’s Plans deemed approved by Landlord, Landlord must provide such notice before the date such Tenant’s Plans are deemed so approved.) If Tenant does not provide Landlord with notice that Tenant disputes such determination of which parts of the Tenant Improvements constitute Nonstandard Improvements within ten (10) Business Days of Tenant’s receipt of Landlord’s notice, then Landlord’s determination shall be conclusive. If Tenant shall provide such notice and the parties are unable to agree as to which parts of the Tenant Improvements constitute Nonstandard Improvements, then the determination as to the Tenant Improvements in dispute shall be made by the Arbitrator. (c) Upon Landlord providing access on the Substantial Completion Date to Tenant to the entire Premises to commence Tenant Improvements (including access through Common Areas), Tenant shall, at its sole cost, risk and expense, cause to be constructed and completed Tenant Improvements, Tenant shall, only after having obtained Landlord’s written approval (or deemed approval) of the Tenant’s Plans as provided in Section 22.2(b), and at its sole cost and expense, be responsible for obtaining all governmental permits as shall be required for the completion of Tenant Improvements, or, if Landlord or Tenant shall deem the same reasonably advisable (or the applicable governmental authority shall so require), Landlord may procure such permits and Tenant shall pay for same. Landlord shall reasonably and timely cooperate with Tenant in connection with obtaining necessary permits for the Tenant Improvements and other Alterations, Tenant shall reimburse Landlord, within thirty (30) days after demand therefor (together with reasonable backup documentation), for all reasonable and actual out of pocket, third party costs and expenses reasonably incurred by Landlord in connection with Landlord’s cooperation in obtaining such permits and changes, Any entry by Tenant in or on the Premises shall be at Tenant’s sole risk and, upon request of Landlord, Tenant shall pay for insurance in amounts that satisfy the requirements of the Lease. (d) Tenant’s general contractor, construction manager and subcontractors shall be subject to Landlord’s prior written approval as provided in Article 9, the decision on which approval shall not be unreasonably conditioned or delayed, but may be withheld by Landlord in Landlord’s sole discretion, Landlord shall be provided the right to submit a proposal to perform the Tenant Improvements. Tenant shall not be required to use contractors designated by Landlord, except for work which affects the Base Building Systems or the Structural Elements. (e) In the event Tenant or Tenant’s contractor shall enter upon the Premises for the purpose of performing Tenant Improvements, in accordance with this Lease, Tenant shall, in accordance with Section 20.1, indemnify and save Landlord (and Landlord’s employees, contractors, agents and Mortgagees) free and harmless from and against any and all claims to the extent arising from or out of any entry thereon or the performance of said work and from and against any and all claims to the extent arising from or claimed to arise from any act or neglect of Tenant or Tenant’s Representatives or to the extent arising from any failure to act, or to the extent arising from any other reason whatsoever arising out of said entry or such work. (f) Tenant, at its expense, and with diligence and dispatch, shall procure the cancellation or discharge of all notices of violation arising from or otherwise connected with Tenant Improvements which shall be issued by any public authority having or asserting jurisdiction, Landlord does not consent to be liable for any improvements or alterations made to the Premises by Tenant, its employees, agents or contractors, Tenant shall, in accordance with Section 20.1, defend, indemnify, and harmless Landlord against any and all mechanics and other liens in connection with Tenant Improvements, including but not limited to the liens of any conditional sale of, or chattel mortgages upon, any materials, fixtures, or articles so installed in and constituting part of the Premises and against all costs, counsel fees, fines, expenses and liabilities reasonably incurred in connection with any such lien, conditional sale or chattel mortgage or any action or proceeding brought thereon, Landlord shall not be obligated to pay for any materials or labor ordered by Tenant. (g) Tenant, at its expense, shall procure the satisfaction or discharge, by bonding, payment, deposit, court order or otherwise, of all such mechanics and other liens within 60 days after notice to Tenant from Landlord of the filing of such lien against the Property, If Tenant shall fail to cause such lien to be discharged within the period aforesaid, then, in addition to any other right or remedy, Landlord may, but shall not be obligated to, discharge the same either by paying the amount claimed to be due or by procuring the discharge of such lien by deposit or by bonding proceedings. Any amount so paid by Landlord and all reasonable, out-of- pocket costs and expenses incurred by Landlord, in connection therewith shall constitute Additional Rent payable by Tenant under this Lease and shall be paid by Tenant to Landlord within thirty (30) days following written demand. (h) Landlord shall not be entitled to a fee for supervision or overhead expenses in connection with the Tenant Improvements, such approval in each instance Tenant shall be responsible for all reasonable third party costs, not to be unreasonably withheldexceed $10,000.00 in the aggregate, conditioned or delayed incurred by either partyLandlord for the performance of review of the Tenant Improvements by third party professionals.

Construction of Tenant Improvements. Promptly following approval of the Final TI Working Drawings, Landlord shall apply for and use reasonable efforts to obtain the necessary permits and approvals to allow construction of Landlord’s TI Work. Upon receipt of such permits and approvals, Landlord (a) Tenant shall, at Tenant’s expense expense, submit to Landlord final and 100% complete dimensioned and detailed plans and drawings of partition layouts (subject to the application of the Tenant Improvement Allowance provided in this Workletter, and subject to any other applicable provisions of the Lease or of this Workletter expressly making any specific item of expense or cost the responsibility of Landlordincluding openings), diligently construct ceiling and complete Landlord’s TI Work substantially in accordance with the Approved TI Planslighting layouts, subject to Unavoidable Delays colors, mechanical and Tenant Delays (if any). Such construction shall be performed in a good electrical circuitry plans and workmanlike manner and shall conform to all applicable governmental codes, laws and regulations in force at the time such work is completed. Without limiting the generality of the foregoing, Landlord shall be responsible for compliance of Landlord’s TI Work with the requirements of the Americans with Disabilities Act any and all similar or related requirements pertaining other information as may be reasonably necessary to access by persons with disabilities, but nothing in this sentence shall be construed to make Landlord responsible for bearing the cost of any such compliance, to the extent the compliance work is reasonably attributable to or related to the particular nature or design of the Tenant Improvements or is for any other reason expressly made Tenant’s cost or responsibility under any applicable provision of the Lease or of this Workletter. Landlord shall have the right, in its sole discretion, to decide whether and to what extent to use union labor on or in connection with Landlord’s Work, and shall use the TI General Contractor to construct all of Landlord’s TI Work. Landlord and Tenant shall each have a right to approve all subcontractors engaged in connection with complete the construction of the Tenant Improvements (such plans are collectively referred to herein as “Tenant’s Plans”). Tenant shall submit Tenant’s Plans to Landlord in form, quality and quantity acceptable for the purposes of filing for a building permit with the Building Department of the City of Stamford, and such plans shall be signed and sealed by an architect licensed in the State of Connecticut. Tenant’s Plans shall comply with Applicable Laws. Prior to Tenant’s submission to Landlord of Tenant’s Plans, Tenant shall be permitted to file schematic and/or progress prints of such plans and specifications for all or any portion of the Tenant Improvements for Landlord’s review and approve all competitive bids approval. (b) Within ten (10) Business Days after receipt of the complete Tenant’s Plans (which plans shall be accompanied with a notice stating in bold face all-capitals 12-point type “FAILURE OF LANDLORD TO DISAPPROVE THESE PLANS AND SPECIFICATIONS WITHIN TEN (10) BUSINESS DAYS AFTER RECEIPT SHALL BE DEEMED APPROVAL”), Landlord shall notify Tenant in writing whether Landlord approves or disapproves the Tenant’s Plans, and Landlord shall describe the reasons for any elements such disapproval. If Landlord fails to so notify Tenant within such ten (10) Business Day period, then Landlord shall be deemed to have approved the Tenant’s Plans. Tenant may submit to Landlord revised Tenant’s Plans for Landlord’s prior written approval, and within five (5) Business Days after receipt of the complete revised Tenant’s Plans, Landlord shall notify Tenant in writing whether Landlord approves or disapproves such revised Tenant’s Plans, and Landlord shall describe the reasons for any such disapproval. If Landlord fails to so notify Tenant within such five (5) Business Day period, then Landlord shall be deemed to have approved such revised Tenant’s Plans. This procedure shall be repeated until Tenant’s Plans are finally approved (or deemed approved) by Landlord. If Landlord shall have approved any progress prints pursuant to subsection 22.2(a), Landlord shall not disapprove any Tenant’s Plans on the basis of any matters in such plans that are substantially in conformity with those matters previously approved by Landlord in the progress prints. Tenant’s Plans shall comply with and conform to the plans and specifications of the Building and comply with all the rules, regulations and/or other requirements of any governmental department having jurisdiction over the construction of the Building. Tenant shall prepare Tenant’s Plans in accordance with pre-existing conditions and field measurements. Landlord’s review of Tenant’s Plans is solely to protect the interests of Landlord in the Building, and Landlord shall be neither the guarantor of, nor responsible for, the correctness or accuracy of Tenant’s Plans or the compliance of Tenant’s Plans with Applicable Laws. At the time of, and in conjunction with, Landlord’s approval of Tenant’s Plans pursuant to this subsection, Landlord shall give notice to Tenant as to which parts of the Tenant Improvements shall constitute Nonstandard Improvements and, therefore, must either be removed by Tenant at the expiration or earlier termination of this Lease or, at Tenant’s option, abandoned in place by Tenant in which case Tenant shall pay Landlord’s reasonable excess demolition cost resulting from such abandonment. (As to any of Tenant’s Plans deemed approved by Landlord, Landlord must provide such notice before the date such Tenant’s Plans are deemed so approved.) If Tenant does not provide Landlord with notice that Tenant disputes such determination of which parts of the Tenant Improvements constitute Nonstandard Improvements within ten (10) Business Days of Tenant’s receipt of Landlord’s notice, then Landlord’s determination shall be conclusive. If Tenant shall provide such notice and the parties are unable to agree as to which parts of the Tenant Improvements constitute Nonstandard Improvements, then the determination as to the Tenant Improvements in dispute shall be made by the Arbitrator. (c) Upon Landlord providing access on the Substantial Completion Date to Tenant to the entire Premises to commence Tenant Improvements, Tenant shall, at its sole cost, risk and expense, cause to be constructed and completed Tenant Improvements. Tenant shall, only after having obtained Landlord’s written approval (or deemed approval) of the Tenant’s Plans as provided in Section 22.2(b), and at its sole cost and expense, be responsible for obtaining all governmental permits as shall be required for the completion of Tenant Improvements, or, if Landlord or Tenant shall deem the same reasonably advisable (or the applicable governmental authority shall so require), Landlord may procure such permits and Tenant shall pay for same. Landlord shall reasonably and timely cooperate with Tenant in connection with obtaining necessary permits for the Tenant Improvements and other Alterations. Tenant shall reimburse Landlord, within thirty (30) days after demand therefor (together with reasonable backup documentation), for all reasonable and actual out of pocket, third party costs and expenses reasonably incurred by Landlord in connection with Landlord’s cooperation in obtaining such permits and changes. Any entry by Tenant in or on the Premises shall be at Tenant’s sole risk and, upon request of Landlord, Tenant shall pay for insurance in amounts that satisfy the requirements of the Lease. (d) Tenant’s general contractor, construction manager and subcontractors shall be subject to Landlord’s prior written approval as provided in Article 9, which approval shall not be unreasonably conditioned or delayed, but may be withheld in Landlord’s sole discretion. At Tenant’s request, Landlord shall provide Tenant with a list of approved, independent contractors. Tenant shall not be required to use contractors designated by Landlord, except for work which affects the Base Building Systems or the Structural Elements. (e) In the event Tenant or Tenant’s contractor shall enter upon the Premises for the purpose of performing Tenant Improvements, in accordance with this Lease, Tenant shall, in accordance with Section 20.1, indemnify and save Landlord (and Landlord’s employees, contractors, agents and Mortgagees) free and harmless from and against any and all claims to the extent arising from or out of any entry thereon or the performance of said work and from and against any and all claims to the extent arising from or claimed to arise from any act or neglect of Tenant or Tenant’s Representatives or to the extent arising from any failure to act, or to the extent arising from any other reason whatsoever arising out of said entry or such work. To the extent practicable, Landlord shall permit Tenant to enter upon certain designated portions of the Premises prior to the Commencement Date for purposes of delivering construction materials pertaining to the Tenant Improvements, taking measurements or otherwise reasonably preparing the Premises for the construction of the Tenant Improvements. (f) Tenant, at its expense, and with diligence and dispatch, shall procure the cancellation or discharge of all notices of violation arising from or otherwise connected with Tenant Improvements which shall be issued by any public authority having or asserting jurisdiction. Landlord does not consent to be liable for any improvements or alterations made to the Premises by Tenant, its employees, agents or contractors. Tenant shall, in accordance with Section 20.1, defend, indemnify, and save harmless Landlord against any and all mechanics and other liens in connection with Tenant Improvements, including but not limited to the liens of any conditional sale of, or chattel mortgages upon, any materials, fixtures, or articles so installed in and constituting part of the Premises and against all costs, counsel fees, fines, expenses and liabilities reasonably incurred in connection with any such approval lien, conditional sale or chattel mortgage or any action or proceeding brought thereon. Landlord shall not be obligated to pay for any materials or labor ordered by Tenant. (g) Tenant, at its expense, shall procure the satisfaction or discharge, by bonding, payment, deposit, court order or otherwise, of all such mechanics and other liens within 60 days after notice to Tenant from Landlord of the filing of such lien against the Property. If Tenant shall fail to cause such lien to be discharged within the period aforesaid, then, in each instance addition to any other right or remedy, Landlord may, but shall not be obligated to, discharge the same either by paying the amount claimed to be due or by procuring the discharge of such lien by deposit or by bonding proceedings. Any amount so paid by Landlord and all reasonable, out-of-pocket costs and expenses incurred by Landlord, in connection therewith shall constitute Additional Rent payable by Tenant under this Lease and shall be paid by Tenant to Landlord within thirty (30) days following written demand. (h) Landlord shall not be entitled to a fee for supervision or overhead expenses in connection with the Tenant Improvements. Tenant shall be responsible for all reasonable third party costs, not to be unreasonably withheldexceed $15,000 in the aggregate, conditioned or delayed incurred by either partyLandlord for the performance of review of the Tenant Improvements by third party professionals.

Construction of Tenant Improvements. Promptly following Subject to Section 6.01(a), Tenant accepts the Premises in their present condition and shall be solely responsible for the construction of the Tenant Improvements. Tenant shall improve the Premises in accordance with the Plans and Specifications and such requirements and upon such conditions as Landlord may impose in accordance with normal standards currently in use by Landlord (the 'Work'). Tenant shall prepare a preliminary layout with Landlord's cooperation and for Landlord's approval, which approval shall not be unreasonably withheld or delayed. Landlord shall use its best efforts to notify Tenant of Landlord's approval or disapproval of the layout within five (5) days of Landlord's receipt. Upon approval of the Final TI Working Drawingslayout, Landlord Tenant shall apply for prepare working drawings adequate in detail to perform the Work and use reasonable efforts to obtain shall have necessary mechanical (sprinkler, air conditioning, heating, electrical and plumbing) drawings prepared in consultation with a mechanical engineer covering mechanical 1988 Southern California Chapter Initials ________ of the necessary permits Society of Industrial and approvals to allow construction Office Realtors, Inc. (Multi-Tenant Gross Form) elements of Landlord’s TI the Work. Upon receipt The drawings, together with the preliminary layout, are referred to as the 'Plans and Specifications.' All costs of such permits preparing the Plans and approvals, Landlord shall, at Tenant’s expense (subject to Specifications and performing the application Work in excess of the Tenant Improvement Allowance provided in this Workletter, shall be at Tenant's sole cost and subject to any other applicable provisions expense. Any review or approval by Landlord of the Lease Plans and Specifications shall be done without any representation or of this Workletter expressly making any specific item of expense warranty whatsoever to Tenant with respect to the adequacy, correctness or cost the responsibility of Landlord), diligently construct and complete Landlord’s TI efficiency thereof or otherwise. The Work substantially in accordance with the Approved TI Plans, subject to Unavoidable Delays and Tenant Delays (if any). Such construction shall be performed pursuant to a general contract with a reputable licensed contractor with experience in a good and workmanlike manner and constructing tenant improvements in similar buildings in San Diego County. Tenant shall conform select the contractor subject to all applicable governmental codesLandlord's approval, laws and regulations in force at the time such work is completed. Without limiting the generality of the foregoing, Landlord which shall not be responsible for compliance of Landlord’s TI Work with the requirements of the Americans with Disabilities Act and all similar unreasonably withheld or related requirements pertaining to access by persons with disabilities, but nothing in this sentence shall be construed to make Landlord responsible for bearing the cost of any such compliance, to the extent the compliance work is reasonably attributable to or related to the particular nature or design of the Tenant Improvements or is for any other reason expressly made Tenant’s cost or responsibility under any applicable provision of the Lease or of this Workletterdelayed. Landlord shall have the right, in its sole discretion, to decide whether and to what extent to use union labor on or in connection with Landlord’s Work, and shall use the TI General Contractor to construct all of Landlord’s TI Work. Landlord and Tenant shall each have a right to approve all subcontractors engaged in connection with the construction of the Tenant Improvements and to review and approve all competitive bids no liability for any elements of defects or deficiencies in the Tenant Improvements, such approval in each instance not to be unreasonably withheld, conditioned or delayed by either partyWork.

Construction of Tenant Improvements. Promptly following approval 4.1 Tenant shall retain one of the Final TI Working Drawings, Landlord shall apply following general contractors (the “Contractor”) for and use reasonable efforts to obtain the necessary permits and approvals to allow construction of Landlord’s TI Work. Upon receipt of such permits and approvals, Landlord shall, at Tenant’s expense (subject to the application of the Tenant Improvement Allowance provided in this WorkletterImprovements: Hathaway Xxxxxxxxx Construction, Skyline Construction, NOVO, Dome, and subject Xxxx Xxxxx. Prior to entering into any other applicable contract with the Contractor, Tenant shall submit such contract to Landlord for its review and consent (not to be unreasonably withheld) for the sole purpose of confirming that such contract complies with the provisions of the Lease or of this Workletter expressly making any specific item of expense or cost Work Letter. 4.2 Tenant shall cause the responsibility of Landlord), diligently construct and complete Landlord’s TI Work substantially Contractor to agree that: (i) the Tenant Improvements shall be constructed in strict accordance with the Approved TI PlansWorking Drawings; (ii) Tenant and the Contractor shall abide by all rules made by Xxxxxxxx’s Building manager with respect to performance of construction in the Building, subject to Unavoidable Delays including the handling of deliveries, use of elevators, storage of materials, and Tenant Delays (if any). Such construction shall be performed in a good and workmanlike manner and shall conform to all applicable governmental codes, laws and regulations in force at the time such work is completed. Without limiting the generality of the foregoing, Landlord shall be responsible for compliance of Landlord’s TI Work with the requirements of the Americans with Disabilities Act and all similar or related requirements pertaining to access by persons with disabilities, but nothing in this sentence shall be construed to make Landlord responsible for bearing the cost of any such compliance, to the extent the compliance work is reasonably attributable to or related to the particular nature or design of the Tenant Improvements or is for any other reason expressly made Tenant’s cost or responsibility under any applicable provision of the Lease or of this Workletter. Landlord shall have the right, in its sole discretion, to decide whether and to what extent to use union labor on or in connection with Landlord’s Work, and shall use the TI General Contractor to construct all of Landlord’s TI Work. Landlord and Tenant shall each have a right to approve all subcontractors engaged matter in connection with the construction of the Tenant Improvements Improvements; and to review and approve (iii) all competitive bids for any elements reasonable safety precautions must be taken throughout construction. 4.3 Throughout the course of the Tenant Improvement Work, Tenant and its Contractor shall maintain such insurance coverage as is commercially standard for such construction work. 4.4 Tenant or its Contractor must obtain all applicable building permits and approvals for the construction of Tenant Improvements, and such approval Tenant Improvements must be constructed in each instance accordance with Applicable Laws, including ADA and Title 24. 4.5 With regards to any work to be performed on the Building Systems and subsystems, Tenant and its Contractor shall use those subcontractors that regularly maintain and manage such systems, and such work will include design, components, distribution, and installation to meet Xxxxxxxx’s specifications for the operations of the Building; any such subsequent contractors with whom Tenant or Contractor are required to contract will charge commercially reasonable rates for the services involved, or Tenant shall have the right to propose reasonably acceptable substitute contractors or sub-contractors to perform such work, subject to Landlord’s prior written consent, not to be unreasonably withheld, conditioned or delayed by either partydelayed. 4.6 At the conclusion of construction, (i) Tenant shall cause the Architect and Contractor (A) to update the Approved Working Drawings as necessary to reflect all changes made to the Approved Working Drawings during the course of construction, (B) to certify to the best of their knowledge that the “record-set” of as-built drawings are true and correct, which certification shall survive the expiration or termination of this Lease, and (C) to deliver to Landlord two (2) sets of copies of such record set of drawings within ninety (90) days following issuance of a certificate of occupancy, and (ii) Tenant shall deliver to Landlord a copy of all warranties, guaranties, and operating manuals and information relating to the improvements, equipment, and systems.

Construction of Tenant Improvements. Promptly following Section 3.01 Pricing of Tenant Improvements -------------------------------------------- (a) Within ten (10) Working Days after final approval of the Final TI Working Drawings, Landlord shall apply for and use reasonable efforts to obtain the necessary permits and approvals to allow construction of Landlord’s TI Work. Upon receipt of such permits and approvals, Landlord shall, at Tenant’s expense (subject to the application of the Tenant Improvement Allowance provided in this WorkletterConstruction Documents, Landlord or Tenant (the selection of which shall be at Tenant's option) shall obtain a price proposal for the Tenant Improvements from Contractor. Such price proposal shall be subject to Tenant's review and approval, which approval by Tenant shall not be unreasonably withheld or delayed. Should Tenant desire to seek adjustments of such price proposal, Tenant shall work promptly with Tenant's Architect and Contractor to alter the Tenant Improvement Construction Documents to cause the price quotation to be acceptable to Tenant and to establish the Tenant Improvement Costs. Upon determination of the Tenant Improvement Costs and the written approval of the Tenant Improvement Construction Documents by Tenant, Tenant shall have given final approval of the same, and subject Landlord or Tenant, (the selection of which shall be at Tenant's option) shall be authorized to any other applicable provisions proceed with contracting with Contractor for the construction and installation of the Lease or of this Workletter expressly making any specific item of expense or cost the responsibility of Landlord), diligently construct and complete Landlord’s TI Work substantially Tenant Improvements in accordance with the Approved TI Plans, subject to Unavoidable Delays and Tenant Delays Improvement Construction Documents. (if any). Such construction b) Included in the pricing for the Tenant Improvements shall be performed in a good and workmanlike manner and shall conform to all applicable governmental codes, laws and regulations in force at the time such work is completed. Without limiting the generality of the foregoing, Landlord shall be responsible for compliance of Landlord’s TI Work with the requirements of the Americans with Disabilities Act and all similar or related requirements pertaining to access by persons with disabilities, but nothing in this sentence shall be construed to make Landlord responsible for bearing the cost of any those Building Standard Materials which Tenant is obligated to purchase under this Work Letter, which shall be purchased by Tenant in appropriate quantities for the Premises. The cost of such complianceBuilding Standard Materials shall be charged against the Allowance, to the extent the compliance work is reasonably attributable to or related to the particular nature or design of the Tenant Improvements or is for any other reason expressly made Tenant’s cost or responsibility under any applicable provision of the Lease or of this Workletteravailable. Landlord shall have be entitled to provide Contractor with Building Standard Materials at Tenant's cost (charged against the right, in its sole discretionAllowance, to decide whether and to what the extent to use union labor on or in connection with Landlord’s Work, and shall use the TI General Contractor to construct all of Landlord’s TI Work. Landlord and Tenant shall each have a right to approve all subcontractors engaged in connection with the construction of the Tenant Improvements and to review and approve all competitive bids for any elements of the Tenant Improvements, such approval in each instance not to be unreasonably withheld, conditioned or delayed by either partyavailable).

Construction of Tenant Improvements. Promptly following After Tenant’s approval of the Final TI Working Drawingscost estimate for Tenant’s Plans, Landlord shall apply for administer and use reasonable efforts to obtain diligently prosecute the necessary permits and approvals to allow construction of Landlord’s TI Work. Upon receipt of such permits and approvals, Landlord shall, at Tenant Improvements in accordance with Tenant’s expense (subject Plans; provided, however, that Landlord shall not be required to install any Tenant Improvements which do not conform to the application plans and specifications for the Base Building, or do not conform to any applicable regulations, laws, ordinances, codes and rules; such conformity shall be the obligation of Tenant (other than mechanical, electrical, plumbing and engineering components of the Tenant Improvement Allowance provided in this WorkletterImprovements that are design/build by Landlord’s contractor, the conformity of which with Landlord’s Plans and subject to any other applicable provisions of laws shall be the Lease or of this Workletter expressly making any specific item of expense or cost the responsibility obligation of Landlord). After the cost estimate has been approved by Landlord and Tenant as provided above, diligently construct and complete neither party shall have the right to require extra work or change orders with respect to the construction of the Tenant Improvements without the prior written consent of the other, which consent shall not be unreasonably withheld or delayed. All change orders shall specify any change in the cost estimate as a consequence of the change order. All Tenant Improvements shall be constructed by Landlord’s TI Work substantially in accordance with the Approved TI Planscontractor, which shall be a reputable, unionized general contractor, subject to Unavoidable Delays and approval by Tenant Delays (if any). Such construction which approval shall not be performed unreasonably withheld, who will complete the work in a good and workmanlike manner and shall conform to all applicable governmental codes, in accordance with the approved Tenant’s Plans and relevant laws and regulations in force at the time such work is completedcodes. Without limiting the generality of the foregoing, Landlord shall be responsible for compliance of Landlord’s TI Work with the requirements of the Americans with Disabilities Act and all similar or related requirements pertaining to access by persons with disabilities, but nothing in this sentence shall be construed to make Landlord responsible for bearing the cost of any such compliance, Subject to the extent limitation on the compliance work is reasonably attributable to or related to General Contractor’s fee imposed by Pxxxxxxxx 0, Xxxxxx approves the particular nature or design use of Devcon Construction, the Tenant Improvements or is for any other reason expressly made Tenant’s cost or responsibility under any applicable provision of the Lease or of this Workletter. Landlord shall have the right, in its sole discretion, to decide whether and to what extent to use union labor on or in connection with Landlord’s Work, and shall use the TI General Contractor to construct all of Landlord’s TI Work. Landlord and Tenant shall each have a right to approve all subcontractors engaged in connection with for the construction of Base Building, as the Tenant Improvements and to review and approve all competitive bids General Contractor for any elements of the Tenant Improvements, such approval in each instance not . Tenant shall be entitled to be unreasonably withheld, conditioned or delayed by either partyreceive copies of all of the general contractor’s progress payment request.

Construction of Tenant Improvements. Promptly following approval of After the Final TI Working DrawingsConstruction Drawings have been prepared and approved, Landlord shall apply submit for and use reasonable efforts to obtain the necessary permits and approvals to allow construction of Landlord’s TI Work. Upon receipt of such permits and approvals, Landlord shall, at Tenant’s expense (subject to the application of a building permit for the Tenant Improvement Allowance provided in this Workletter, and subject to any other applicable provisions of the Lease or of this Workletter expressly making any specific item of expense or cost the responsibility of Landlord), diligently construct and complete Landlord’s TI Work substantially in accordance with the Approved TI Plans, subject to Unavoidable Delays and Tenant Delays (if any). Such construction shall be performed in a good and workmanlike manner and shall conform to all applicable governmental codes, laws and regulations in force at the time such work is completed. Without limiting the generality of the foregoing, Landlord shall be responsible for compliance of Landlord’s TI Work with the requirements of the Americans with Disabilities Act and all similar or related requirements pertaining to access by persons with disabilities, but nothing in this sentence shall be construed to make Landlord responsible for bearing the cost of any such compliance, to the extent the compliance work is reasonably attributable to or related to the particular nature or design of the Tenant Improvements or is for any other reason expressly made Tenant’s cost or responsibility under any applicable provision of the Lease or of this WorkletterImprovements. Landlord shall have the rightobtain three (3) competitive bids, in its sole discretionon an open book basis, to decide whether and to what extent to use union labor on or in connection with from Landlord’s Work, and shall use the TI General Contractor to construct all of Landlord’s TI Work's preferred contractor list. Landlord and Tenant shall each have approve one (1) bid within three (3) days from Landlord's notice to Tenant of the bids. Upon approval, Landlord shall enter into a right to approve all subcontractors engaged construction contract with its contractor for the installation of Tenant Improvements in connection accordance with the Construction Drawings. The construction of the Tenant Improvements contract shall be a guaranteed maximum price contract and to review and approve all competitive bids for any elements of the Tenant Improvementsshall not be signed until approved by Tenant, such which approval in each instance shall not to be unreasonably withheld, unreasonably conditioned or delayed unreasonably delayed. Landlord shall include a provision in its contracts with the contractors and subcontractors who perform the Work that Tenant is a direct third party beneficiary of all warranties provided to Landlord. All such warranties shall be for the longest period the Landlord can obtain. Within five (5) business days from the date Landlord enters into the construction contract Landlord shall obtain from the contractor a final work schedule (the "Final Work Schedule") which shall replace the Preliminary Work Schedule. Landlord shall supervise the completion of the Work and shall use its reasonable best efforts to secure completion of the Work by either party.the date which is forty-five (45) days after the Third Floor Availability Date provided that Tenant meats all required time lines and such completion date is reasonably possible. Tenant shall pay to Landlord a fee for overhead and coordination of the Work equal to two percent (2%) of the gross value (less any sales taxes and other amounts paid by Tenant directly to any vendor) of the amount of the general contractor's final application for payment related to such Work. The scope of the services provided by Landlord shall include without limitation the services listed on Exhibit "C-4". ------------

Construction of Tenant Improvements. Promptly following approval A. Tenant shall be responsible for obtaining all governmental approvals to the full extent necessary for the construction and installation of the Final TI Working DrawingsTenant Improvements and for Tenant's occupancy of the Premises, in compliance with all applicable Regulations. Tenant shall employ Xxxxxxx Construction, or another Contractor that is reasonably acceptable to Landlord, to construct the Tenant Improvements in conformance with the approved Plans. The contractor shall be duly licensed. B. Without limiting the provisions of Paragraph 3.5 of the Lease, Landlord shall apply not be liable for and use any direct or indirect damages suffered by Tenant as a result of delays in construction beyond Landlord's reasonable efforts control, including, but not limited to, delays due to obtain strikes or unavailability of materials or labor, or delays caused by Tenant (including delays by the necessary permits and approvals Space Planner, the contractor or anyone else performing services on behalf of Landlord or Tenant). C. All Tenant Improvement work to allow construction of Landlord’s TI Work. Upon receipt of such permits and approvals, Landlord shall, at be performed on the Premises by Tenant or Tenant’s expense ('s contractor or agents shall be subject to the application following conditions: i. All work shall be done in conformity with a valid building permit when required, a copy of the Tenant Improvement Allowance provided in this Workletterwhich shall be furnished to Landlord before such work is commenced, and subject to in any other applicable provisions of the Lease or of this Workletter expressly making any specific item of expense or cost the responsibility of Landlord)case, diligently construct and complete Landlord’s TI Work substantially in accordance with the Approved TI Plans, subject to Unavoidable Delays and Tenant Delays (if any). Such construction all such work shall be performed in a good workmanlike manner, and workmanlike manner and shall conform to in accordance with all applicable governmental codesRegulations and the requirements and standards of any insurance underwriting board, laws and regulations in force at inspection bureau or insurance carrier insuring the time Premises pursuant to the Lease. Notwithstanding any failure by Landlord to object to any such work is completed. Without limiting the generality of the foregoingwork, Landlord shall have no responsibility for Tenant's failure to comply with all applicable Regulations. Tenant shall be responsible for compliance of Landlord’s TI Work with the requirements of the Americans with Disabilities Act ensuring that construction and all similar or related requirements pertaining to access by persons with disabilities, but nothing in this sentence shall be construed to make Landlord responsible for bearing the cost of any such compliance, to the extent the compliance work is reasonably attributable to or related to the particular nature or design installation of the Tenant Improvements or is for any other reason expressly made Tenant’s cost or responsibility under any applicable provision will not materially affect the structural integrity of the Lease Building. ii. At reasonable times and upon reasonable notice, Landlord or of this Workletter. Landlord Landlord's agents shall have the right, in its sole discretion, to decide whether and to what extent to use union labor on or in connection with Landlord’s Work, and shall use the TI General Contractor to construct all of Landlord’s TI Work. Landlord and Tenant shall each have a right to approve all subcontractors engaged in connection with inspect the construction of the Tenant Improvements by Tenant during the progress thereof. If Landlord shall give notice of faulty construction or any other material deviation from the approved Plans, Tenant shall inform the contractor of such deviation and shall require the contractor to review make corrections promptly. However, neither the privilege herein granted to Landlord to make such inspections, nor the making of such inspections by Landlord, shall operate as a waiver of any right of Landlord to require good and approve workmanlike construction and improvements erected in accordance with the approved Plans. iii. Unless otherwise agreed in writing by Landlord and Tenant, Tenant's construction of the Tenant Improvements shall comply with the following: (a) the Tenant Improvements shall be constructed in substantial accordance with the approved Plans, as may be amended from time to time; and (b) Tenant shall abide by all competitive bids for reasonable rules made by Landlord with respect to the use of freight, loading dock, and service elevators, storage of materials, coordination of work with the contractors of other tenants, and any elements other matter in connection with this Amendment, including, without limitation, the construction of the Tenant Improvements. iv. Tenant shall promptly reimburse Landlord upon demand for any reasonable expense actually incurred by the Landlord by reason of faulty work done by Tenant or its contractors or by reason of any delays caused by such work, such approval in each instance not to be unreasonably withheld, conditioned or delayed by either partyreason of inadequate clean-up.

Construction of Tenant Improvements. Promptly following A. Landlord and Tenant hereby approve Devcon Construction Incorporated as the contractor, which Landlord and Tenant shall retain under a mutually acceptable construction contract to be jointly administered by Landlord and Tenant. Landlord shall pay the contractor directly for all contractors' invoices in accordance with the construction contract specified herein. Upon Tenant's approval of the Final TI Working Drawings, Landlord shall apply for Plans including the estimate of the cost of the Tenant Improvements and use reasonable efforts to obtain the necessary permits and approvals to allow construction of Landlord’s TI Work. Upon 's receipt of payment of any such permits and approvals, Landlord shall, at Tenant’s expense (subject to estimated cost exceeding the application amount of the Tenant Improvement Allowance provided in this WorkletterAllowance, and subject to any other applicable provisions of the Lease or of this Workletter expressly making any specific item of expense or cost the responsibility of Landlord), diligently construct and complete Landlord’s TI Work substantially in accordance with the Approved TI Plans, subject to Unavoidable Delays and Tenant Delays (if any). Such construction shall be performed in a good and workmanlike manner and shall conform to all applicable governmental codes, laws and regulations in force at the time such work is completed. Without limiting the generality of the foregoing, Landlord shall be responsible for compliance of Landlord’s TI Work with the requirements of the Americans with Disabilities Act and all similar or related requirements pertaining to access by persons with disabilities, but nothing in this sentence shall be construed to make Landlord responsible for bearing the cost of any such compliance, to the extent the compliance work is reasonably attributable to or related to the particular nature or design of the Tenant Improvements or is for any other reason expressly made Tenant’s cost or responsibility under any applicable provision of the Lease or of this Workletter. Landlord shall have the right, in its sole discretion, to decide whether and to what extent to use union labor on or in connection with Landlord’s Work, and shall use the TI General Contractor to construct all of Landlord’s TI Work. Landlord and Tenant shall each have cause Devcon Construction Incorporated to proceed to secure a right to approve all subcontractors engaged in connection with the building permit and commence construction of the Tenant Improvements provided that Landlord and Tenant shall cooperate together in executing permit applications and performing other actions reasonably necessary to review enable Landlord and approve all competitive bids for Tenant to obtain any elements required permits or certificates of occupancy; and provided further that the Building has in Landlord's discretion reached the stage of construction where it is appropriate to commence construction of the Tenant ImprovementsImprovements in the Premises. B. Without limiting the provisions of Paragraph 35 of the Lease, such Landlord shall not be liable for any direct or indirect damages suffered by Tenant as a result of delays in construction beyond Landlord's reasonable control, including, but not limited to, delays due to strikes or unavailability of materials or labor, or delays caused by Tenant (including delays by the Space Planner, the contractor or anyone else performing services on behalf of Landlord or Tenant). C. If any work is to be performed on the Premises solely by Tenant or Tenant's contractor or agents: (1) Such work shall proceed upon Landlord's written approval in each instance (which consent shall not to be unreasonably withheld, conditioned delayed or delayed conditioned) of Tenant's contractor, public liability and property damage insurance carried by either partyTenant's contractor, and detailed plans and specifications for such work, shall be at Tenant's sole cost and expense and shall further be subject to the provisions of Paragraphs 12 and 27 of the Lease. (2) All work shall be done in conformity with a valid building permit when required, a copy of which shall be furnished to Landlord before such work is commenced, and in any case, all such work shall be performed in accordance with all applicable Regulations. Notwithstanding any failure by Landlord to object to any such work, Landlord shall have no responsibility for Tenant's failure to comply with all applicable Regulations. (3) If required by Landlord or any lender of Landlord, all work by Tenant or Tenant's contractor or agents shall be done with union labor in accordance with all union labor agreements applicable to the trades being employed. (4) All work by Tenant or Tenant's contractor or agents shall be scheduled through Landlord. (5) Tenant or Tenant's contractor or agents shall arrange for necessary utility, hoisting and elevator service with Landlord's contractor and shall pay such reasonable charges for such services as may be charged by Tenant's or Landlord's contractor. (6) Tenant's entry to the Premises for any purpose, including, without limitation, inspection or performance of Tenant construction by Tenant's agents, prior to the date Tenant's obligation to pay rent commences shall be subject to all the terms and conditions of the Lease except the payment of Rent. Tenant's entry shall mean entry by Tenant, its officers, contractors, licensees, agents, servants, employees, guests, invitees, or visitors. (7) Tenant shall promptly reimburse Landlord upon demand for any reasonable expense actually incurred by the Landlord by reason of faulty work done by Tenant or its contractors or by reason of any delays caused by such work, or by reason of inadequate clean-up.

Construction of Tenant Improvements. Promptly following A. Landlord and Tenant hereby approve Devcon Construction Incorporated as the contractor, which Landlord and Tenant shall retain under a mutually acceptable construction contract to be jointly administered by Landlord and Tenant. Landlord shall pay the contractor directly for all contractors' invoices in accordance with the construction contract specified herein. Upon Tenant's approval of the Final TI Working Drawings, Landlord shall apply for Plans including the estimate of the cost of the Tenant Improvements and use reasonable efforts to obtain the necessary permits and approvals to allow construction of Landlord’s TI Work. Upon 's receipt of payment of any such permits and approvals, Landlord shall, at Tenant’s expense (subject to estimated cost exceeding the application amount of the Tenant Improvement Allowance provided in this WorkletterAllowance, and subject to any other applicable provisions of the Lease or of this Workletter expressly making any specific item of expense or cost the responsibility of Landlord), diligently construct and complete Landlord’s TI Work substantially in accordance with the Approved TI Plans, subject to Unavoidable Delays and Tenant Delays (if any). Such construction shall be performed in a good and workmanlike manner and shall conform to all applicable governmental codes, laws and regulations in force at the time such work is completed. Without limiting the generality of the foregoing, Landlord shall be responsible for compliance of Landlord’s TI Work with the requirements of the Americans with Disabilities Act and all similar or related requirements pertaining to access by persons with disabilities, but nothing in this sentence shall be construed to make Landlord responsible for bearing the cost of any such compliance, to the extent the compliance work is reasonably attributable to or related to the particular nature or design of the Tenant Improvements or is for any other reason expressly made Tenant’s cost or responsibility under any applicable provision of the Lease or of this Workletter. Landlord shall have the right, in its sole discretion, to decide whether and to what extent to use union labor on or in connection with Landlord’s Work, and shall use the TI General Contractor to construct all of Landlord’s TI Work. Landlord and Tenant shall each have cause Devcon Construction Incorporated to proceed to secure a right to approve all subcontractors engaged in connection with the building permit and commence construction of the Tenant Improvements provided that Landlord and Tenant shall cooperate together in executing permit applications and performing other actions reasonably necessary to review enable Landlord and approve all competitive bids for Tenant to obtain any elements required permits or certificates of occupancy; and provided further that the Building has in Landlord's discretion reached the stage of construction where it is appropriate to commence construction of the Tenant ImprovementsImprovements in the Premises. B. Without limiting the provisions of Paragraph 35 of the Lease, such Landlord shall not be liable for any direct or indirect damages suffered by Tenant as a result of delays in construction beyond Landlord's reasonable control, including, but not limited to, delays due to strikes or unavailability of materials or labor, or delays caused by Tenant (including delays by the Space Planner, the contractor or anyone else performing services on behalf of Landlord or Tenant). C. If any work is to be performed on the Premises solely by Tenant or Tenant's contractor or agents: (1) Such work shall proceed upon Landlord's written approval in each instance (which consent shall not to be unreasonably withheld, conditioned delayed or delayed conditioned) of Tenant's contractor, public liability and property damage insurance carried by either party.Tenant's contractor, and detailed plans and specifications for such work, shall be at Tenant's sole cost and expense and shall further be subject to the provisions of Paragraphs 12 and 27

Construction of Tenant Improvements. Promptly following approval 4.1 Tenant shall retain one of the Final TI Working Drawings, Landlord shall apply following general contractors (the “Contractor”) for and use reasonable efforts to obtain the necessary permits and approvals to allow construction of Landlord’s TI Work. Upon receipt of such permits and approvals, Landlord shall, at Tenant’s expense (subject to the application of the Tenant Improvement Allowance provided in this WorkletterImprovements: Hathaway Xxxxxxxxx Construction, Skyline Construction, NOVO, Dome, and subject Xxxx Xxxxx. Prior to entering into any other applicable contract with the Contractor, Tenant shall submit such contract to Landlord for its review and consent (not to be unreasonably withheld) for the sole purpose of confirming that such contract complies with the provisions of the Lease or of this Workletter expressly making any specific item of expense or cost Work Letter. 4.2 Tenant shall cause the responsibility of Landlord), diligently construct and complete Landlord’s TI Work substantially Contractor to agree that: (i) the Tenant Improvements shall be constructed in strict accordance with the Approved TI Plans, subject to Unavoidable Delays Working Drawings; (ii) Tenant and Tenant Delays (if any). Such construction the Contractor shall be performed in a good and workmanlike manner and shall conform to abide by all applicable governmental codes, laws and regulations in force at the time such work is completed. Without limiting the generality of the foregoing, Landlord shall be responsible for compliance of rules made by Landlord’s TI Work Building manager with respect to performance of construction in the requirements Building, including the handling of the Americans with Disabilities Act deliveries, use of elevators, storage of materials, and all similar or related requirements pertaining to access by persons with disabilities, but nothing in this sentence shall be construed to make Landlord responsible for bearing the cost of any such compliance, to the extent the compliance work is reasonably attributable to or related to the particular nature or design of the Tenant Improvements or is for any other reason expressly made Tenant’s cost or responsibility under any applicable provision of the Lease or of this Workletter. Landlord shall have the right, in its sole discretion, to decide whether and to what extent to use union labor on or in connection with Landlord’s Work, and shall use the TI General Contractor to construct all of Landlord’s TI Work. Landlord and Tenant shall each have a right to approve all subcontractors engaged matter in connection with the construction of the Tenant Improvements Improvements; and to review and approve (iii) all competitive bids for any elements reasonable safety precautions must be taken throughout construction. 4.3 Throughout the course of the Tenant Improvement Work, Tenant and its Contractor shall maintain such insurance coverage as is commercially standard for such construction work. 4.4 Tenant or its Contractor must obtain all applicable building permits and approvals for the construction of Tenant Improvements, and such approval Tenant Improvements must be constructed in each instance accordance with Applicable Laws, including ADA and Title 24. 4.5 With regards to any work to be performed on the Building Systems and subsystems, Tenant and its Contractor shall use those subcontractors that regularly maintain and manage such systems, and such work will include design, components, distribution, and installation to meet Landlord’s specifications for the operations of the Building; any such subsequent contractors with whom Tenant or Contractor are required to contract will charge commercially reasonable rates for the services involved, or Tenant shall have the right to propose reasonably acceptable substitute contractors or sub-contractors to perform such work, subject to Landlord’s prior written consent, not to be unreasonably withheld, conditioned or delayed by either partydelayed. 4.6 At the conclusion of construction, (i) Tenant shall cause the Architect and Contractor (A) to update the Approved Working Drawings as necessary to reflect all changes made to the Approved Working Drawings during the course of construction, (B) to certify to the best of their knowledge that the “record-set” of as-built drawings are true and correct, which certification shall survive the expiration or termination of this Lease, and (C) to deliver to Landlord two (2) sets of copies of such record set of drawings within ninety (90) days following issuance of a certificate of occupancy, and (ii) Tenant shall deliver to Landlord a copy of all warranties, guaranties, and operating manuals and information relating to the improvements, equipment, and systems.

Construction of Tenant Improvements. Promptly following approval Tenant shall hire Xxxxxxxx, Inc., or another architect and engineer acceptable to Landlord who shall design the plans and specifications for the finishing of the Final Leased Premises (the "Tenant Improvements"). Tenant acknowledges that it has received and reviewed all information necessary from Landlord and Landlord's representatives with respect to the Base Building, in order for Tenant's architect and engineer to complete the plans and specifications for the finishing of the Leased Premises (the "TI Working Drawings, Landlord shall apply for Plans and use reasonable efforts to obtain the necessary permits Specifications"). The TI Plans and approvals to allow construction of Landlord’s TI Work. Upon receipt of such permits and approvals, Landlord shall, at Tenant’s expense (Specifications are subject to the application prior written approval of Landlord and Landlord's architect, which approvals shall not be unreasonably withheld or conditioned. Landlord shall notify Tenant within seven (7) calendar days following submission of the Tenant Improvement Allowance TI Plans and Specifications to Landlord of Landlord's approval or disapproval of same or of Landlord's requirement for and estimate of additional time to review the plans and specifications. Failure to respond to Tenant's request for approval within such seven calendar day period, shall be deemed to constitute approval thereof. The TI Plans and Specifications, when approved, shall be initialled by the parties, shall be attached hereto as "Exhibit C" and shall be incorporated into this Lease by reference. Subject to and except as otherwise provided in this Workletter, Lease and further subject to any other applicable provisions of and except for Landlord's responsibility for the Lease or of this Workletter expressly making any specific item of expense or cost Base Building Plans and Specifications and Base Building, Tenant shall bear full responsibility for the responsibility of Landlord), diligently construct TI Plans and complete Landlord’s TI Work substantially Specifications and the improvements to the Leased Premises constructed in accordance with the Approved TI PlansPlans and Specifications, subject to Unavoidable Delays and Tenant Delays (if any). Such construction shall be performed as being in a good and workmanlike manner and shall conform to compliance with all applicable governmental codesrequirements of law, laws and regulations in force at including without limitation, the time such work is completedADA, as amended. Without limiting the generality Tenant releases Landlord from any claim by Tenant arising out of failure of the foregoing, Landlord shall Leased Premises to be responsible for in compliance of Landlord’s TI Work with the all applicable requirements of the Americans with Disabilities Act and all similar or related requirements pertaining to access by persons with disabilities, but nothing in this sentence shall be construed to make Landlord responsible for bearing the cost of any such compliance, to the extent the compliance work is reasonably attributable to or related to the particular nature or design of the Tenant Improvements or is for any other reason expressly made Tenant’s cost or responsibility under any applicable provision of the Lease or of this Workletterlaw. Landlord shall have contribute Twenty-Eight Dollars and Fifty Cents ($28.50) multiplied by the right, in its sole discretion, to decide whether and to what extent to use union labor on or in connection with Landlord’s Work, and shall use the TI General Contractor to construct all of Landlord’s TI Work. Landlord and Tenant shall each have a right to approve all subcontractors engaged in connection with the construction Rentable Area of the Tenant Improvements and to review and approve all competitive bids for any elements Leased Premises ("Landlord's Initial Contribution") toward the cost of the Tenant Improvements, including Tenant's architectural and engineering design fees, and the cost of exterior signage (the "Leased Premises Cost"). After the TI Plans and Specifications are approved, Landlord shall construct the Tenant Improvements and finish the Leased Premises for Tenant in accordance with the TI Plans and Specifications and the terms of the Tenant Improvements Construction Agreement hereinafter defined. The Leased Premises Cost shall include the total cost of all labor and materials incurred by Landlord in connection with finishing the Leased Premises, plus a fee of five percent (5%) of all hard costs in connection therewith, plus an additional general conditions fee of One Hundred Fourteen Thousand Dollars ($114,000) in connection therewith. In the event the Leased Premises Cost exceeds Three Million Dollars ($3,000,000.00), Landlord shall credit Tenant with sixty-seven percent (67%) of that portion of the general contractor's fee payable to Landlord's contractor (as discussed above) which exceeds One Hundred Fifty Thousand Dollars ($150,000.00), up to a maximum credit of Sixty-Seven Thousand Dollars ($67,000.00). For example, in the event the Leased Premises Cost is $5,000,000.00, said credit to Tenant shall be $67,000.00. ($5,000,000 x .05 = $250,000.00. $250,000,00 - $150,000.00 = $100,000. $100,000 x .67 = $67,000.00). Said credit shall be applied first to Tenant Improvements and then to installments of Basic Annual Rent due under this Lease. Subject to the following, any charges and expenses incurred for work and material respecting the finishing of the Leased Premises which are in excess of Landlord's Initial Contribution, up to Fifty-Seven Dollars ($57.00) multiplied by the Rentable Area of the Leased Premises ("Tenant's Minimum Contribution"), shall be paid by Tenant. In the event that the total cost of Tenant Improvements exceeds the amount of Landlord's Initial Contribution and Tenant's Minimum Contribution (i.e., $85.50 p.s.f.), and provided Tenant has fulfilled its obligations with respect to Tenant's Minimum Contribution, all charges and expenses incurred for work and material respecting the finishing of the Leased Premises over and above such approval amount, shall be initially shared equally by Landlord and Tenant with a maximum additional Landlord contribution of Twenty Dollars ($20.00) per rentable square foot of the Leased Premises ("Landlord's Additional Contribution"). Landlord's Additional Contribution, if any, shall be repaid by Tenant to Landlord in each instance not equal monthly installments together with the monthly rent payments, which installments shall be determined by amortizing Landlord's Additional Contribution, together with interest at the rate of ten and one-half percent (10.5%) per annum, over the original ten year term of this Lease. Any costs in connection with the finishing of the Leased Premises in excess of Landlord's Initial Contribution, Landlord's Additional Contribution and Tenant's Minimum Contribution shall be paid by Tenant. For example, if the Rentable Area of the Leased Premises is determined to be unreasonably withheld42,900 square feet and the total cost of the Tenant Improvements is $5,000,000.00, conditioned or delayed by either partythen Landlord's total contribution to the Tenant Improvements would be $1,888,675.00, calculated as follows: Landlord's Initial Contribution of $1,222,650.00 (i.e. $28.50 x 42,900) is applied first toward the cost of the Tenant Improvements. [The next $2,445,300.00 (i.e. Tenant's Minimum Contribution of $57.00 per square foot) for the cost of the Tenant Improvements is the Tenant's responsibility]. At this point the remaining Tenant Improvements costs would be $1,332,050.00 [i.e. $5,000,000.00 - $3,667,950.00 (Landlord's Initial Contribution plus Tenant's Minimum Contribution) = $1,332,050.00].

Construction of Tenant Improvements. Promptly following approval of After the Final TI Working Drawings, Landlord shall apply Approval Date for each Building has occurred and use reasonable efforts to obtain a building permit for the necessary permits and approvals to allow construction of Landlord’s TI Work. Upon receipt of work for such permits and approvalsBuilding has been issued, Landlord shall, at Tenant’s expense through a guaranteed maximum construction contract providing for not more than one (subject to 1) draw request for funds each month ("Construction Contract") with Coastal Pacific Construction, Ticon Construction Company or another reputable, licensed contractor selected by Landlord and reasonably approved by Tenant ("Contractor"), cause the application construction of the Tenant Improvement Allowance provided Improvements for each Building to be carried out in this Workletter, and subject to any other applicable provisions of the Lease or of this Workletter expressly making any specific item of expense or cost the responsibility of Landlord), diligently construct and complete Landlord’s TI Work substantially in accordance substantial conformance with the Approved TI Plans, subject to Unavoidable Delays and Tenant Delays (if any). Such construction shall be performed Working Drawings in a good and workmanlike manner and shall conform to all applicable governmental codes, laws and regulations in force at the time such work is completedusing first-class materials. Without limiting the generality of the foregoing, Landlord shall be responsible for compliance of Landlord’s TI Work The costs associated with the requirements of the Americans with Disabilities Act and all similar or related requirements pertaining to access by persons with disabilities, but nothing in this sentence shall be construed to make Landlord responsible for bearing the cost of any such compliance, to the extent the compliance work is reasonably attributable to or related to the particular nature or design construction of the Tenant Improvements or is for any other reason expressly made Tenant’s cost or responsibility under any applicable provision of the Lease or shall be paid as set forth in Sections 5 and 6 of this WorkletterWork Letter. Landlord shall cause the Contractor to competitively bid all major subcontract trades by at least three (3) subcontractors for each such trade selected by Landlord or the Contractor and approved by Landlord. Landlord shall cause the Contractor to award each subcontract trade to the lowest bidder; unless such lowest bidder has presented an incomplete bid, or does not reasonably appear able to commence and complete its work in a manner and within a time frame reasonably determined necessary to complete the Tenant Improvements as required under this Work Letter, or otherwise does not reasonably appear to be best qualified to perform its trade within the time and in the manner contemplated in this Work Letter, and in any of such events Landlord shall have the right, in its sole reasonable discretion, to decide whether cause the Contractor to award the subcontract for such trade to the most appropriate bidder under the circumstances. Landlord agrees to advise and to what extent to use union labor on consult with Tenant throughout the bidding and contract process, so long as such consultation does not delay or interfere with Landlord's obligations in connection with Landlord’s Workherewith, and in all events Landlord's determinations as to bid and contract decisions shall use the TI General Contractor to construct all of Landlord’s TI Workbe final. Landlord and Tenant shall each have a right to approve all subcontractors engaged in connection with see that the construction complies with all applicable building, fire, health, and sanitary codes and regulations, the satisfaction of the Tenant Improvements and to review and approve all competitive bids which shall be evidenced by a certificate of occupancy for any elements of the Tenant Improvements, such approval in each instance not to be unreasonably withheld, conditioned or delayed by either partyBuilding.

Construction of Tenant Improvements. Promptly following approval of the Final TI Working Drawings, Landlord shall apply for and use reasonable efforts to obtain the necessary permits and approvals to allow construction of Landlord’s TI Work. Upon receipt of such permits and approvals, Landlord shall, at Tenant’s expense (subject to the application of the Tenant Improvement Allowance provided in this Workletter, and subject to any other applicable provisions of the Lease or of this Workletter expressly making any specific item of expense or cost the responsibility of Landlord), diligently construct and complete Landlord’s TI Work substantially in accordance with the Approved TI Plans, subject to Unavoidable Delays and Tenant Delays (if any). Such construction shall be performed in a good and workmanlike manner and shall conform to all applicable governmental codes, laws and regulations in force at the time such work is completed. Without limiting the generality of the foregoing, . Landlord shall be responsible for compliance of Landlord’s TI Work with the requirements of the Americans with Disabilities Act and all similar or related requirements pertaining to access by persons with disabilities, but nothing in this sentence shall be construed to make Landlord responsible for bearing the cost of any such compliance, to the extent the compliance work is reasonably attributable to or related to the particular nature or design of the Tenant Improvements or is for any other reason expressly made Tenant’s cost or responsibility under any applicable provision of the Lease or of this Workletter. Landlord shall have the right, in its sole discretion, to decide whether and to what extent to use union labor on or in connection with Landlord’s Work, and shall use the TI General Contractor to construct all of Landlord’s TI Work. , Landlord and Tenant shall each have a right to approve all subcontractors engaged in connection with the construction of the Tenant Improvements and to review and approve all competitive bids for any elements of the Tenant Improvements, such approval in each instance not to be unreasonably withheld, conditioned or delayed by either party.

Construction of Tenant Improvements. Promptly following 4.1 Within ten (10) days after Tenant's and Landlord's approval of the Final TI Working Drawings, Landlord shall apply for Plans including the estimate of the cost of the Tenant Improvements and use reasonable efforts to obtain the necessary permits and approvals to allow construction of Landlord’s TI Work. Upon 's receipt of payment of any such permits and approvals, Landlord shall, at Tenant’s expense (subject to estimated cost exceeding the application amount of the Tenant Improvement Allowance Allowance, Tenant shall cause the contractor to proceed to secure a building permit and commence construction of the Tenant Improvements provided that the Building has in this WorkletterLandlord's reasonable discretion reached the stage of construction where it is appropriate to commence construction of the Tenant Improvements in the Premises. 4.2 Tenant shall be responsible for obtaining all governmental approvals to the full extent necessary for the construction and installation of the Tenant Improvements and for Tenant's occupancy of the Premises, in compliance with all applicable Regulations. Tenant shall employ a contractor or contractors, to be approved by Landlord in writing, to construct the Tenant Improvements in conformance with the approved Space Plan and Plans. The construction contracts between Tenant and the approved contractor shall be subject to Landlord's prior reasonable approval and shall provide for progress payments. The contractor(s) shall be duly licensed and Landlord's approval of the contractor(s) shall be conditioned, among other things, upon the contractor's reputation for quality of work, timeliness of performance, integrity and Landlord's prior experience with such contractor. 4.3 Landlord shall not be liable for any direct or indirect damages suffered by Tenant as a result of delays in construction beyond Landlord's reasonable control, including, but not limited to, delays due to strikes or unavailability of materials or labor, or delays caused by Tenant (including delays by the Space Planner, the contractor or anyone else performing services on behalf of Tenant). 4.4 All work to be performed on the Premises by Tenant or Tenant's contractor or agents shall be subject to the following conditions: (a) Such work shall proceed upon Landlord's written approval of Tenant's contractor, and public liability and property damage insurance carried by Tenant's contractor, and shall further be subject to any other applicable the provisions of Paragraph 8 of the Lease or Lease. (b) All work shall be done in conformity with a valid building permit when required, a copy of this Workletter expressly making which shall be furnished to Landlord before such work is commenced, and in any specific item of expense or cost the responsibility of Landlord)case, diligently construct and complete Landlord’s TI Work substantially in accordance with the Approved TI Plans, subject to Unavoidable Delays and Tenant Delays (if any). Such construction all such work shall be performed in a good and workmanlike manner and shall conform to first-class manner, and in accordance with all applicable governmental codesRegulations and the requirements and standards of any insurance underwriting board, laws and regulations in force at inspection bureau or insurance carrier insuring the time Premises pursuant to the Lease. Notwithstanding any failure by Landlord to object to any such work is completed. Without limiting the generality of the foregoingwork, Landlord shall have no responsibility for Tenant's failure to comply with all applicable Regulations. Tenant shall be responsible for compliance of Landlord’s TI Work with the requirements of the Americans with Disabilities Act ensuring that construction and all similar or related requirements pertaining to access by persons with disabilities, but nothing in this sentence shall be construed to make Landlord responsible for bearing the cost of any such compliance, to the extent the compliance work is reasonably attributable to or related to the particular nature or design installation of the Tenant Improvements or is for any other reason expressly made Tenant’s cost or responsibility under any applicable provision will not affect the structural integrity of the Lease or of this Workletter. Landlord shall have the right, in its sole discretion, to decide whether and to what extent to use union labor on or in connection with Landlord’s Work, and shall use the TI General Contractor to construct all of Landlord’s TI Work. Landlord and Tenant shall each have a right to approve all subcontractors engaged in connection with the construction of the Tenant Improvements and to review and approve all competitive bids for any elements of the Tenant Improvements, such approval in each instance not to be unreasonably withheld, conditioned or delayed by either partyBuilding.

Construction of Tenant Improvements. Promptly The “Tenant Improvements” shall consist of any and all improvements and work required following approval the completion of the Final TI Working DrawingsLandlord Work, Landlord shall apply to improve, alter and complete the Premises for and use reasonable efforts to obtain the necessary permits and approvals to allow construction of Landlord’s TI Work. Upon receipt of such permits and approvals, Landlord shall, at Tenant’s expense (subject to occupancy. The Tenant Improvements shall be undertaken and prosecuted in accordance with the application of the following requirements: 2.1.1 The Tenant Improvement Allowance provided in this Workletter, Improvements shall be designed and subject to any other applicable provisions of the Lease or of this Workletter expressly making any specific item of expense or cost the responsibility of Landlord), diligently construct and complete Landlord’s TI Work substantially constructed by Tenant in accordance with the Approved TI Plans, subject to Unavoidable Delays Working Drawings (defined below) and the terms of this Work Agreement. Tenant Delays (if any). Such construction shall be performed in a good and workmanlike manner and shall conform to all applicable governmental codes, laws and regulations in force at abide by the time such work is completed. Without limiting the generality of the foregoing, reasonable written rules established by Landlord shall be responsible for compliance of or Landlord’s TI Work property manager with the requirements of the Americans with Disabilities Act and all similar or related requirements pertaining respect to access by persons with disabilities, but nothing in this sentence shall be construed to make Landlord responsible for bearing the cost of any such compliance, to the extent the compliance work is reasonably attributable to or related to the particular nature or design of the Tenant Improvements or is for any other reason expressly made Tenant’s cost or responsibility under any applicable provision of the Lease or of this Workletter. Landlord shall have the right, in its sole discretion, to decide whether and to what extent to use union labor on or in connection with Landlord’s Work, and shall use the TI General Contractor to construct all of Landlord’s TI Work. Landlord and Tenant shall each have a right to approve all subcontractors engaged in connection with the construction of the Tenant Improvements in the Building, the use of freight, loading dock and service areas, storage of materials, coordination of work with the contractors of other tenants. All construction drawings (defined below) prepared by the Architect (defined below) shall follow Landlord’s commercially reasonable CAD standards and requirements, which standards and requirements shall be provided to review Tenant or the Architect upon request. 2.1.2 The Tenant Improvements shall be undertaken and approve performed at all competitive bids times in accordance with all state, federal and local laws, regulations and ordinances, including without limitation all OSHA and other safety laws and with all applicable rules, orders, regulations and requirements of the California Board of Fire Underwriters and the California Fire Insurance Rating Organization or any similar body. 2.1.3 Landlord shall, within ten (10) business days after request by Tenant, provide Tenant with appropriate “path of travel plans” showing areas outside the Premises, as required under applicable laws and codes. Tenant shall deliver to Landlord a copy of the final application for permit and issued permit for the construction of the Tenant Improvements prior to commencement of construction. Prior to the commencement of construction of any elements portion of the Tenant Improvements, Tenant shall have procured and paid for and exhibited to Landlord all permits, approvals and authorizations of all applicable governmental authorities. Landlord will use reasonable efforts to cooperate with Tenant in Tenant’s efforts to procure applicable construction permits. 2.1.4 Contractor (defined below) as well as all subcontractors, laborers, materialmen, and suppliers used by Tenant for the Tenant Improvements (such approval subcontractors, laborers, materialmen, and suppliers, and Contractor, referred to herein collectively as “Tenant’s Agents”) shall comply with Landlord’s written guidelines generally imposed on third party contractors including without limitation all insurance coverage requirements and the obligation to furnish appropriate certificates of insurance to Landlord prior to commencement of construction. Contractor and each of its subcontractors shall guarantee to Tenant and for the benefit of Landlord that the portion of the Tenant Improvements for which it is responsible shall be free from any defects in each instance workmanship and materials for a period of not less than one (1) year from the date of completion thereof. Each of Tenant’s Agents shall be responsible for the replacement or repair, without additional charge, of all work done or furnished in accordance with its contract that shall become defective within one (1) year after the completion of the work performed by such contractor or subcontractors. The correction of such work shall include, without additional charge, all additional expenses and damages incurred in connection with such removal or replacement of all or any part of the Tenant Improvements, and/or the Building and/or common areas that may be damaged or disturbed thereby. All such warranties or guarantees as to materials or workmanship of or with respect to the Tenant Improvements shall be contained in the applicable contract or subcontract and shall be written such that such guarantees or warranties shall inure to the benefit of both Landlord and Tenant, as their respective interests may appear, and can be directly enforced by either. Tenant shall give to Landlord any assignment or other assurances that may be necessary to effect such right of direct enforcement. 2.1.5 Tenant and Contractor shall use commercially reasonable efforts to hold weekly job meetings and shall provide Landlord with reasonable advance notice of such meetings and permit Landlord’s construction manager, at its election, to attend; said meetings may be attended by parties telephonically. 2.1.6 All of the relevant provisions of the Lease shall apply to any activity of Tenant, its agents and contractors, in the Premises during the construction of the Tenant Improvements. 2.1.7 It shall be the responsibility of Tenant and Tenant’s contractors to remove all trash and debris from the Premises on a regular basis and to break down all boxes and place all such trash and debris in the containers supplied for that purpose. If trash and debris are not removed on a regular basis by Tenant or Tenant’s contractors, then Landlord shall have the right to remove such trash and debris or have such trash and debris removed at the sole cost and expense of Tenant by deduction from the Allowance. 2.1.8 Following completion of the Tenant Improvements, Tenant shall cause any necessary Notice of Completion to be unreasonably withheldrecorded in the office of the Recorder of San Francisco County in accordance with Section 3093 of the California Civil code or any successor statute, conditioned shall furnish a copy thereof to Landlord upon such recordation, and shall timely give all notices required pursuant to Section 3259.5 of the California Civil Code or delayed any successor statute and will provide to Landlord: (a) as-built drawings of the Premises signed by either partyArchitect; Tenant shall cause the Architect and Contractor to update the Approved Working Drawings as necessary to reflect all changes made to the Approved Working Drawings during the course of construction and a certificate, in a form reasonably acceptable to Landlord, from Architect certifying that the construction of the Tenant Improvements have been substantially completed; (b) CAD files of the improved space compatible with Landlord’s CAD standards; (c) a final punchlist signed by Tenant; (d) final and unconditional lien waivers from all contractors and subcontractors; (e) signed copies of the permit or job card indicating passing of the final inspection; and (f) a copy of all warranties, guaranties, and operating manuals and information relating to the Tenant Improvements. The foregoing materials are referred to herein collectively as the “Close-out Package”. Should Tenant fail to provide complete CAD files compatible with Landlord’s standards as required herein, Landlord may cause its architect to prepare same and the cost thereof shall be reimbursed to Landlord by Tenant as additional Rent under the Lease within thirty (30) days of invoice therefor.

Construction of Tenant Improvements. Promptly following approval (a) Tenant has inspected the Additional Space, is familiar with the condition of the Final TI Working DrawingsAdditional Space and agrees to accept possession of the Additional Space in its current condition, AS-IS; except that Landlord at its expense will replace the remaining single pane windows in Suite 100B of the Additional Space with Building standard double pane windows. Tenant shall apply cause those improvements necessary for its use of the Additional Space (the "Tenant Improvements") to be constructed by TCI Construction, Inc. (the "Contractor") in accordance with plans and use reasonable efforts to obtain the necessary permits specifications approved by Landlord, which approval will not be unreasonably withheld or delayed. The construction contract between Tenant and approvals to allow construction of Landlord’s TI Work. Upon receipt of such permits and approvals, Landlord shall, at Tenant’s expense (Contractor will be subject to the application of the Tenant Improvement Allowance provided in this Workletter, and subject to any other applicable provisions of the Lease or of this Workletter expressly making any specific item of expense or cost the responsibility approval of Landlord), diligently construct and complete Landlord’s TI Work substantially in accordance with the Approved TI Plans, subject to Unavoidable Delays and which approval will not be unreasonably withheld or delayed. All work must be done by Contractor on behalf of Tenant Delays (if any). Such construction shall be performed in a good and workmanlike manner and shall conform manner. (b) Landlord will reimburse Tenant in an amount not to exceed $46,820.00 for all applicable governmental codescosts of completing the work, laws and regulations including the Contractor's fees, design fees, Landlord's coordination fees (not in force at the time such work is completed. Without limiting the generality excess of two percent (2%) of the foregoing, Landlord shall be responsible for compliance balance of Landlord’s TI Work with the requirements of the Americans with Disabilities Act and all similar or related requirements pertaining to access by persons with disabilities, but nothing in this sentence shall be construed to make Landlord responsible for bearing the cost of the work), architect's fees, demolition costs, permit fees and any such complianceapplicable taxes. Tenant shall pay all additional costs to design and complete the Tenant Improvements. Tenant shall indemnify, to the extent the compliance work is reasonably attributable to defend and hold Landlord harmless from and against any and all liens, losses, damages, claims or expenses (including reasonable attorneys' fees) arising out of or in any way related to the particular nature or design of the Tenant Improvements or is for any other reason expressly made Tenant’s cost or responsibility under any applicable provision of the Lease or of this Workletter. Landlord shall have the right, in its sole discretion, to decide whether and to what extent to use union labor on or in connection with Landlord’s Work, and shall use the TI General Contractor to construct all of Landlord’s TI Work. Landlord and Tenant shall each have a right to approve all subcontractors engaged in connection with the construction of the Tenant Improvements and to review and approve all competitive bids for any elements of the Tenant Improvements, except to the extent that any such approval liens, losses, claims or expenses result from the negligence or intentional misconduct of Landlord or its agents or employees. Tenant agrees that if Contractor or any subcontractor or other person or entity performing work or supplying materials or equipment in each instance not connection with the Tenant Improvements files a lien against the Building or the Premises, then at Landlord's request, Tenant shall purchase and record a bond in the type required under RCW 60.04.161 in order to be unreasonably withheldrelease the Building, conditioned or delayed the Premises and the real property on which the Building is located from the lien. When the Tenant Improvements are completed, Tenant shall deliver to Landlord a full and complete unconditional lien release from Contractor and any subcontractors designated by either partyLandlord.

Construction of Tenant Improvements. Promptly following approval of the Final TI Working Drawings, Landlord shall apply for 3.1 Contracts with Tenant's Contractor and use reasonable efforts to obtain the necessary permits and approvals to allow construction of Landlord’s TI WorkSubcontractors. Upon receipt of such permits and approvals, Landlord shall, at Tenant’s expense ----------------------------------------------------- (subject to the application of the Tenant Improvement Allowance provided in this Workletter, and subject to any other applicable provisions of the Lease or of this Workletter expressly making any specific item of expense or cost the responsibility of Landlord), diligently construct and complete Landlord’s TI Work substantially in accordance with the Approved TI Plans, subject to Unavoidable Delays and Tenant Delays (if any). Such construction shall be performed in a good and workmanlike manner and shall conform to all applicable governmental codes, laws and regulations in force at the time such work is completed. Without limiting the generality of the foregoing, Landlord shall be responsible for compliance of Landlord’s TI Work with the requirements of the Americans with Disabilities Act and all similar or related requirements pertaining to access by persons with disabilities, but nothing in this sentence shall be construed to make Landlord responsible for bearing the cost of any such compliance, to the extent the compliance work is reasonably attributable to or related to the particular nature or design of the Tenant Improvements or is for any other reason expressly made Tenant’s cost or responsibility under any applicable provision of the Lease or of this Workletter. Landlord shall have the right, in its sole discretion, to decide whether and to what extent to use union labor on or in connection with Landlord’s Work, and shall use the TI General Contractor to construct all of Landlord’s TI Work. Landlord and a) Tenant shall each have retain a right to approve all subcontractors engaged in connection with licensed general contractor as the contractor for the construction of the Tenant Improvements and ("Tenant's Contractor"). Tenant's Contractor must be experienced in the performance of work comparable to review and approve all competitive bids for any elements the work of the Tenant ImprovementsImprovements in buildings comparable to the Building, and shall be subject to Landlord's prior approval, which approval shall not be unreasonably withheld or delayed. Tenant shall have the right to competitively bid the Tenant Improvement Work to three (3) qualified general contractors mutually acceptable to Landlord and Tenant. All subcontractors, laborers, materialmen and suppliers used by Tenant (such subcontractors, laborers, materialmen and suppliers, together with Tenant's Contractor, are collectively referred to herein as "Tenant's Agents") must be approved in writing by Landlord, which approval in each instance shall not to be unreasonably withheld (b) Tenant shall furnish Landlord with true and correct copies of all construction contracts between or among Tenant, conditioned Tenant's Contractor and all subcontractors relating to the Tenant Improvement Work, provided that Landlord's review of such contracts shall not relieve Tenant from its obligations under this Work Letter nor shall such review be deemed to constitute Landlord's representation that such contracts comply with the requirements of this Work Letter. All such contracts shall expressly provide that (i) the work to be performed thereunder shall be subject to the terms and conditions of this Work Letter, including, without limitation, that such work shall comply with the Tenant Construction Rules and Regulations attached hereto as Schedule 1, and (ii) the Tenant Improvement Work (or delayed in the case of a subcontractor, the portion thereof performed by either partysuch subcontractor) shall be warranted in writing to Tenant and Landlord to be free from any defects in workmanship and materials for a period of not less than one (1) year from the date of completion of the Tenant Improvement Work. Tenant agrees to give to Landlord any assignment or other assurances which may be necessary to permit Landlord to directly enforce such warranties (such warranties shall include, without additional charge, the repair of any portion of the Building or Common Areas which may be damaged as a result of the removal or replacement of the defective Tenant Improvements). Tenant shall cause Tenant's Agents to engage only labor that is harmonious and compatible with other labor working in the Building. In the event of any labor disturbance caused by persons employed by Tenant or Tenant's Contractor, Tenant shall immediately take all actions necessary to eliminate such disturbance. If at any time any of Tenant's Agents interferes with any other occupant of the Building, or hinders or delays any other work of improvement in the Building, or performs any work which may or does impair the quality, integrity or performance of any portion of the Building, including any building systems, Tenant shall cause such subcontractor, laborer, materialman or supplier to leave the Building and remove all tools, equipment and materials immediately upon written notice delivered to Tenant, and, without limiting Tenant's indemnity obligations set forth in Paragraph 13 of the Lease, Tenant shall reimburse Landlord for all costs, expenses, losses or damages incurred or suffered by Landlord resulting from the acts or omissions of Tenant's Agents in or about the Building.

Construction of Tenant Improvements. Promptly following Following Landlord’s final approval of the Final TI Working DrawingsTenant Plans and Tenant obtaining permits, Landlord Tenant shall apply for commence and use reasonable efforts to obtain diligently proceed with the necessary permits and approvals to allow construction of Landlord’s TI Work. Upon receipt of such permits and approvals, Landlord shall, at Tenant’s expense (subject to the application of the Tenant Improvement Allowance provided in this Workletter, Improvements. Tenant shall hire a contractor reasonably acceptable to Landlord to complete the Tenant Improvements and subject to any other applicable provisions shall provide Landlord with a copy of the Lease or construction contract and all amendments thereto prior to commencement of this Workletter expressly making any specific item of expense or cost the responsibility of Landlord), diligently construct and complete Landlord’s TI Work substantially in accordance with the Approved TI Plans, subject to Unavoidable Delays and construction. The Tenant Delays (if any). Such construction Improvements shall be performed conducted with due diligence, in a good and workmanlike manner befitting a first class office building, and in accordance with the Tenant Plans and all applicable laws, codes, ordinances and rules and regulations of all governmental authorities having jurisdiction and shall conform to all applicable governmental codes, laws and regulations be performed in force at the time such work is completed. Without limiting the generality of the foregoing, Landlord shall be responsible for compliance of Landlord’s TI Work with the requirements of the Americans with Disabilities Act terms and all similar or related requirements pertaining to access by persons with disabilities, but nothing in this sentence shall be construed to make Landlord responsible for bearing the cost of any such compliance, to the extent the compliance work is reasonably attributable to or related to the particular nature or design of the Tenant Improvements or is for any other reason expressly made Tenant’s cost or responsibility under any applicable provision conditions of the Lease or including without limitation Section 3.5 of this Workletterthe Original Lease. Once Tenant Improvements are commenced, Tenant shall complete construction as soon as is practicable but consistent with the schedule provided to the Landlord shall have the right, in its sole discretion, to decide whether and to what extent to use union labor on or in connection with Landlordits approval of the Tenant’s Work, Plans. Expenses for electric service and other separately metered utilities during Tenant’s construction shall use be the TI General Contractor responsibility of Tenant. Tenant hereby agrees to construct all of Landlord’s TI Work. indemnify Landlord and Tenant shall each have a right to approve hold Landlord harmless from any and all subcontractors engaged in connection with claims for personal or bodily injury and property damage that may arise from the construction of the Tenant Improvements and to review and approve all competitive bids for any elements performance of the Tenant Improvements, whether resulting from the negligence or willful misconduct of its general contractors, subcontractors or otherwise. Tenant and its contractors and subcontractors shall execute such approval additional documents as Landlord deems reasonably appropriate to evidence said indemnity. Tenant shall not commence the Tenant Improvements until all items set forth in each instance not Section 9.3 of the Original Lease are provided to be unreasonably withheldLandlord, conditioned or delayed by either partyincluding without limitation the evidence of insurance required therein, copies of all contracts and copies of all required governmental permits and approvals.

Construction of Tenant Improvements. Promptly following approval of Tenant shall cause the Final TI Working Drawings, Landlord shall apply for and use reasonable efforts to obtain the necessary permits and approvals to allow construction of Landlord’s TI Work. Upon receipt of such permits and approvals, Landlord shall, at Tenant’s expense (subject to the application of the Tenant Improvement Allowance provided in this Workletter, and subject to any other applicable provisions of the Lease or of this Workletter expressly making any specific item of expense or cost the responsibility of Landlord), diligently construct and complete Landlord’s TI Work substantially in accordance with the Approved TI Plans, subject to Unavoidable Delays and Tenant Delays (if any). Such construction shall be performed in a good and workmanlike manner and shall conform to all applicable governmental codes, laws and regulations in force at the time such work is completed. Without limiting the generality of the foregoing, Landlord shall be responsible for compliance of Landlord’s TI Work with the requirements of the Americans with Disabilities Act and all similar or related requirements pertaining to access by persons with disabilities, but nothing in this sentence shall be construed to make Landlord responsible for bearing the cost of any such compliance, to the extent the compliance work is reasonably attributable to or related to the particular nature or design of the Tenant Improvements or is for any other reason expressly made Tenant’s cost or responsibility under any to be carried out in compliance with the Working Plans, all applicable provision zoning laws and regulations, applicable covenants, conditions and restrictions, and otherwise in compliance with the provisions of the Lease or Lease. Prior to the commencement of construction, Tenant shall obtain course of construction and builder's "all risk" insurance in such amounts and form as Landlord requires, liability insurance in the form and amounts required under the Lease, and such performance bonds in form and amounts as Landlord requires. Tenant shall cause the construction of the Tenant Improvements to be carried out with such materials, equipment, contractors and subcontractors as Tenant shall select, all of which shall be approved by Landlord. Landlord hereby approves of SIMAC CONSTRUCTION COMPANY as Tenant's general contractor for its construction of the Tenant Improvements, subject however to such general contractor complying with all applicable requirements of this WorkletterWork Letter. Within ten (10) days after the approval of the final Working Plans in accordance with subparagraph (a) above or as soon as is reasonably possible thereafter, Tenant shall submit to Landlord shall have for its review and approval (i) copies of all proposed construction contracts between Tenant and all contractors and between such contractors and all subcontractors for the rightTenant Improvements, together with such background information on such contractors and subcontractors as Landlord may require; (ii) a listing of the make, model, type, grade and all other characteristics requested by Landlord, of all materials, equipment and fixtures which Tenant proposes to install in its sole discretion, to decide whether and to what extent to or use union labor on or in connection with Landlord’s Workthe Tenant Improvements; and (iii) a budget setting forth in itemized fashion the costs of all materials, equipment, fixtures, contractors, subcontractors, laborers, permits, fees, licenses, architectural services, and shall use the TI General Contractor all other costs and expenses Tenant proposes to construct all of Landlord’s TI Work. Landlord and Tenant shall each have a right to approve all subcontractors engaged incur in connection with the construction of the Tenant Improvements, specifically also including development review reimbursements to be paid to Landlord for Landlord's actual third party costs incurred in connection with its review, oversight and related functions under this Work Letter in the maximum amount of Five Thousand Dollars ($5,000.00) (hereafter collectively the "Tenant Improvements and Costs"). All such matters shall be subject to review and approve all competitive bids for any elements the approval of Landlord prior to the commencement of construction of the Tenant Improvements, in Landlord's reasonable discretion, Tenant shall have the responsibility to obtain all necessary construction and building permits and licenses necessary for the construction of the Tenant Improvements. Tenant shall cause construction of the Tenant Improvements in a good and workmanlike manner in strict accordance with the approved Working Plans. All Tenant Improvements Costs shall be paid for by and shall be the sole responsibility of the Tenant (other than to the extent reimbursed by the Allowance as set forth below), including without limitation all costs of utilities, services and insurance on the Premises arising out of the construction of the Tenant Improvements. All construction of the Tenant Improvements shall be performed and completed lien free, and Tenant hereby indemnifies and agrees to defend and hold Landlord and the Premises free and harmless from any and all claims, losses, damages, actions and causes of action as may be incurred as a result of work performed or materials furnished in connection with construction of the Tenant Improvements. Landlord shall have such approval in each instance not rights to be unreasonably withheld, conditioned or delayed by either partypost notices of non-responsibility prior to the commencement of construction of the Tenant Improvements.

Construction of Tenant Improvements. Promptly following Following (a) Landlord’s approval of the Final TI Working DrawingsPlans, Landlord shall apply for and use reasonable efforts to obtain the necessary permits and approvals to allow construction of Landlord’s TI Work. Upon receipt of such permits and approvals, Landlord shall, at Tenant’s expense Architect, the Work Cost Statement, the Contractors, the insurance required under Section 8(e) below, and (subject to b) the application issuance of the building permit for the Tenant Improvement Allowance Improvements, Tenant shall cause its Direct Contractor (selected as provided in this Workletter, and subject Section 8(n)) to any other applicable provisions of mobilize for the Lease or of this Workletter expressly making any specific item of expense or cost the responsibility of Landlord), diligently construct and complete Landlord’s TI Work substantially in accordance with the Approved TI Plans, subject to Unavoidable Delays and Tenant Delays (if any). Such construction shall be performed in a good and workmanlike manner and shall conform to all applicable governmental codes, laws and regulations in force at the time such work is completed. Without limiting the generality of the foregoing, Landlord shall be responsible for compliance of Landlord’s TI Work with the requirements of the Americans with Disabilities Act and all similar or related requirements pertaining to access by persons with disabilities, but nothing in this sentence shall be construed to make Landlord responsible for bearing the cost of any such compliancejob, to the extent the compliance work is reasonably attributable to or related to the particular nature or design of the Tenant Improvements or is for any other reason expressly made Tenant’s cost or responsibility under any applicable provision of the Lease or of this Workletter. Landlord shall have the right, in its sole discretion, to decide whether and to what extent to use union labor on or in connection with Landlord’s Work, and shall use the TI General Contractor to construct all of Landlord’s TI Work. Landlord and Tenant shall each have a right to approve all subcontractors engaged in connection commence with the construction of the Tenant Improvements and thereafter diligently proceed to review Completion, all in accordance with applicable law and approve the Amended Lease (including, without limitation, Section 13 of the Original Lease), and all competitive bids for in a good and workmanlike manner. Tenant shall use diligent efforts to cause its Direct Contractor to Complete the Tenant Improvements in a diligent, good and workmanlike manner in accordance with the Final Plans and the Design and Construction Schedule. Tenant will cause the Tenant Improvements to be constructed and performed (i) during times and in a manner reasonably determined by Landlord to minimize interference with any elements other tenants’ use and enjoyment of the Project and (ii) in full compliance with all of Landlord’s rules and regulation applicable to third party contractors, subcontractors and suppliers performing work at the Project. Landlord shall have the right to enter upon the Premises from time to time to inspect the construction activities and status of construction following reasonable advance notice to Tenant or without notice if the event Landlord in good faith believes there to be an urgent or emergency circumstance or in the exercise of Landlord’s rights under the Amended Lease. However, Landlord is under no obligations to inspect or supervise construction of any Tenant Improvements, and no inspection by Landlord shall be construed as a representation that the Tenant Improvements are in compliance with the Final Plans, free of defect or fault, or are in conformance with applicable law. Tenant shall provide to Landlord not less than thirty (30) days prior written notice of the Tenant’s good faith estimate of the date of commencement of construction of the Tenant Improvements. Immediately upon the first day of commencement of construction, Tenant shall notify Landlord in writing of such approval in each instance not commencement. Landlord shall have the right to be unreasonably withheld, conditioned or delayed by either partyrecord and post a notice of non-responsibility to obtain the protections afforded pursuant to California Civil Code Section 8444.

Construction of Tenant Improvements. Promptly following a. Upon the full execution of the Lease and the approval by both parties of the Final TI Working DrawingsPlans, Landlord Tenant shall apply for and use reasonable efforts proceed to obtain the necessary permits and approvals to allow construction of Landlord’s TI Work. Upon receipt of such permits and approvals, Landlord shall, at Tenant’s expense (subject to the application of construct the Tenant Improvement Allowance provided in this Workletter, and subject to any other applicable provisions of the Lease or of this Workletter expressly making any specific item of expense or cost the responsibility of Landlord), diligently construct and complete Landlord’s TI Work substantially Improvements in accordance with the Approved TI Final Plans, subject to Unavoidable Delays the Lease and Tenant Delays (if any)all applicable Laws. Such construction All work and materials required under the Final Plans shall be performed in equal to, or of a good and workmanlike manner and quality superior to, Building Standard. b. Tenant shall conform to all applicable governmental codes, laws and regulations in force at engage the time such work is completed. Without limiting Contractor for the generality of the foregoing, Landlord shall be responsible for compliance of Landlord’s TI Work with the requirements of the Americans with Disabilities Act and all similar or related requirements pertaining to access by persons with disabilities, but nothing in this sentence shall be construed to make Landlord responsible for bearing the cost of any such compliance, to the extent the compliance work is reasonably attributable to or related to the particular nature or design construction of the Tenant Improvements or is for any other reason expressly made in accordance with Section 4 of this Work Letter. Unless otherwise agreed in writing by Xxxxxxxx and Tenant’s cost or responsibility under any applicable provision , all work involved in the construction and installation of the Lease or Tenant Improvements shall be carried out by Contractor under a direct contract with Tenant. c. All contractors engaged by Xxxxxx shall be required to comply with the Construction Rules and Regulations for the Building, a copy of which is attached as Schedule 1 to this Workletter. Landlord shall have the right, in its sole discretion, to decide whether and to what extent to use union labor on or in connection with Landlord’s WorkWork Letter. d. The Contractor, and shall use the TI General Contractor to construct all of Landlord’s TI Work. Landlord and Tenant shall each have a right to approve all subcontractors engaged contractors performing any work in connection with the construction of the Tenant Improvements, shall be required to provide evidence of insurance naming as additional insureds Landlord, and all other entities required to be named as additional insureds under the insurance policies Tenant is required to maintain under Section 20 of the Lease, and which satisfies the requirements of the Lease and this Work Letter relating to the construction of the Tenant Improvements. e. Under no circumstances will Tenant or Tenant’s authorized representatives alter or modify, or in any manner disturb, any Building System, except as shown on and in strict compliance with the Final Plans. Only with Landlord’s prior written consent (which may be withheld in Landlord’s discretion) and under direct supervision of Landlord shall Tenant or Tenant’s authorized representative alter, add to or modify, or in any manner disturb any branch system or installation of the Building which is located within the Premises (for the purposes of this Section “branch” shall be defined as that portion of any Building System or component of a Building System which serves to connect or extend Building Systems into the Premises). f. Notwithstanding anything to the contrary set forth herein, Tenant hereby waives all claims against Landlord for damage to any property or injury to, or death of any person in, on or about the Premises or the Building arising out of or in any way related to the construction of the Tenant Improvements in the Premises by Contractor, unless solely caused by, or solely resulting from, the gross negligence or willful misconduct of Landlord, its employees, agents, contractors or representatives, and then only if such damage, injury, death or loss is not covered by insurance of the type required to review be carried by Tenant or the Contractor hereunder. Tenant shall, and approve hereby does agree to, indemnify and hold Landlord harmless from and against any and all competitive bids for any elements claims, causes of action, damages, costs and expenses arising out of the construction of the Tenant Improvements, including, but without limitation, personal injury or property damage, the imposition of any lien against the Premises or the Building and matters arising out of the failure of the Tenant Improvements to comply with applicable Laws. Any claim made by Tenant against Landlord whether under this Work Letter, the Lease or otherwise, shall be subject to the limitation of liability provisions of the Lease. g. Landlord shall have the right at any time and from time to time to inspect the Premises during the Construction Period. Landlord shall have the right to review and inspect the construction of Tenant Improvements by Tenant to ensure compliance with the Final Plans, and in the event that Landlord gives notice to Tenant of non-compliance with the Final Plans, Tenant shall promptly undertake to correct such approval deficiencies in each instance not order to be unreasonably withheld, conditioned or delayed by either partybring the construction of the Tenant Improvements into compliance with the Final Plans and all applicable Laws.

Construction of Tenant Improvements. Promptly following approval Landlord will plan, construct and install certain alternations and improvements (the "THIS") to the building on the Property as Tenant may desire be made for Tenant's intended use of the Final TI Working Drawings, Landlord shall apply for and use reasonable efforts to obtain the necessary permits and approvals to allow construction of Landlord’s TI WorkProperty. Upon receipt of such permits and approvals, Landlord shall, at Tenant’s expense (subject Notwithstanding anything to the application contrary in the Lease, the construction and installation of the Tenant Improvement Allowance provided in this Workletter, and subject to any other applicable provisions THIS will not affect nor extend the Commencement Date of the Lease it being the intention of Landlord and Tenant that Tenant commence paying monthly Base Rent on the Commencement Date regardless of whether or of this Workletter expressly making any specific item of expense or cost not the responsibility of Landlord), diligently construct and complete Landlord’s TI Work THIS are substantially completed by said date. The THIS shall be constructed in accordance with the Approved TI Plans, subject to Unavoidable Delays plans and Tenant Delays (if any)specifications prepared by Xxxxxxxx's architect and as approved by both Landlord and Xxxxxx. Such plans and specifications and the budget for the construction of the THIS shall be performed reasonably approved, in a good writing, by both Landlord and workmanlike manner and shall conform to all applicable governmental codes, laws and regulations in force at the time such work is completed. Without limiting the generality Xxxxxx as soon as practicable after execution of the foregoingLease, Landlord but prior to the commencement of construction of the THIS. The THIS shall be responsible for compliance of Landlord’s TI Work with the requirements of the Americans with Disabilities Act and all similar or related requirements pertaining to access installed by persons with disabilities, but nothing in this sentence shall be construed to make Landlord responsible for bearing the cost of any such compliance, to the extent the compliance work is reasonably attributable to or related to the particular nature or design of the Tenant Improvements or is for any other reason expressly made Tenant’s cost or responsibility under any applicable provision of the Lease or of this WorkletterXxxxxxxx's general contractor. Landlord shall have provide a Tenant Improvement Allowance of a maximum of Four Hundred Fourteen Thousand Six Hundred Dollars ($414,600.00) (the right"TI Allowance") for the planning, in its sole discretionconstruction and installation of the THIS and all costs associated with such construction, including, but not limited to, architectural and engineering fees, general contractor fees and costs, costs to decide whether prepare plans and to what extent to use union labor on or in connection with Landlord’s Workspecifications, all permit and approval fees and cots, and shall use all other direct and indirect costs of procuring, constructing and installing the THIS (collectively, the "TI General Contractor to construct all of Landlord’s TI WorkCosts"). Landlord and Tenant shall each have a right to approve all subcontractors engaged not charge nor be paid any construction management fee in connection with the planning, construction and installation of the THIS. If the TI Allowance is exhausted, any additional funds necessary to pay the balance of the TI Costs (including all change order costs and cost escalations) in order to cause the THIS to be substantially completed will be paid for by Tenant, in cash, within thirty (30) days after Landlord delivers to Tenant Improvements a written demand therefor. The TI Allowance shall be used solely for improvements to real property and not for the acquisition or installation of any of Tenant's equipment, trade fixtures, furniture, furnishings telephone equipment, computer equipment or other personal property. If the Lease is terminated at any time prior to review and approve all competitive bids the scheduled expiration date for any elements reason due to the default of Tenant of its obligations under this Lease, in addition to any other remedies available to Landlord under the Lease, Tenant shall immediately pay to Landlord as additional rent under the Lease any and all costs incurred by Landlord in connection with the planning, construction and installation of the THIS and not reimbursed or otherwise paid by Tenant Improvementsas part of the Base Rent or otherwise through the date of termination together with any costs related to the removal of any improvements constructed by Tenant subsequent to the Commencement Date and the restoration of any damage caused to the Property, such approval in each instance not to be unreasonably withheld, conditioned or delayed by either partyordinary wear and tear excepted.

Construction of Tenant Improvements. Promptly following 5.1. Upon Tenant's approval of the Final TI Working Drawings, Landlord shall apply for Plans including the estimate of the cost of the Tenant Improvements and use reasonable efforts to obtain the necessary permits and approvals to allow construction of Landlord’s TI Work. Upon 's receipt of payment of any such permits and approvals, Landlord shall, at Tenant’s expense (subject to estimated cost exceeding the application amount of the Tenant Improvement Allowance provided in this Workletter, and subject to any other applicable provisions of the Lease or of this Workletter expressly making any specific item of expense or cost the responsibility of Landlord), diligently construct and complete Landlord’s TI Work substantially in accordance with the Approved TI Plans, subject to Unavoidable Delays and Tenant Delays (if any). Such construction shall be performed in a good and workmanlike manner and shall conform to all applicable governmental codes, laws and regulations in force at the time such work is completed. Without limiting the generality of the foregoingAllowance, Landlord shall be responsible for compliance of Landlord’s TI Work with the requirements of the Americans with Disabilities Act cause its contractor to proceed to secure a building permit and all similar or related requirements pertaining to access by persons with disabilities, but nothing in this sentence shall be construed to make Landlord responsible for bearing the cost of any such compliance, to the extent the compliance work is reasonably attributable to or related to the particular nature or design of the Tenant Improvements or is for any other reason expressly made Tenant’s cost or responsibility under any applicable provision of the Lease or of this Workletter. Landlord shall have the right, in its sole discretion, to decide whether and to what extent to use union labor on or in connection with Landlord’s Work, and shall use the TI General Contractor to construct all of Landlord’s TI Work. Landlord and Tenant shall each have a right to approve all subcontractors engaged in connection with the commence construction of the Tenant Improvements provided that Tenant shall cooperate with Landlord in executing permit applications and performing other actions reasonably necessary to review enable Landlord to obtain any required permits or certificates of occupancy; and approve all competitive bids for any elements provided further that the Building has in Landlord's discretion reached the stage of construction where it is appropriate to commence construction of the Tenant ImprovementsImprovements in the Premises. 5.2. Landlord shall not be liable for any direct or indirect damages suffered by Tenant as a result of delays in construction beyond Landlord's reasonable control, such approval in each instance including, but not limited to, delays due to strikes or unavailability of materials or labor, or delays caused by Tenant (including delays by the Space Planner, the contractor or anyone else performing services on behalf of Landlord or Tenant). 5.3. If any work is to be unreasonably withheldperformed on the Premises by Tenant or Tenant's contractor or agents: (a) Such work shall proceed upon Landlord's written approval of Tenant's contractor, conditioned public liability and property damage insurance carried by Tenant's contractor, and detailed plans and specifications for such work, shall be at Tenant's sole cost and expense and shall further be subject to the provisions of Paragraphs 7 of the Lease. (b) All work shall be done in conformity with a valid building permit when required, a copy of which shall be furnished to Landlord before such work is commenced, and in any case, all such work shall be performed in accordance with all applicable Regulations. Notwithstanding any failure by Landlord to object to any such work, Landlord shall have no responsibility for Tenant's failure to comply with all applicable Regulations. (c) If required by Landlord or delayed any lender of Landlord, all work by either partyTenant or Tenant's contractor or agents shall be done with union labor in accordance with all union labor agreements applicable to the trades being employed. (d) All work by Tenant or Tenant's contractor or agents shall be scheduled through Landlord. (e) Tenant or Tenant's contractor or agents shall arrange for necessary utility, hoisting and elevator service with Landlord's contractor and shall pay such reasonable charges for such services as may be charged by Tenant's or Landlord's contractor. (f) Tenant's entry to the Premises for any purpose, including, without limitation, inspection or performance of Tenant construction by Tenant's agents, prior to the date Tenant's obligation to pay rent commences shall be subject to all the terms and conditions of the Lease except the payment of Rent. Tenant's entry shall mean entry by Tenant, its officers, contractors, licensees, agents, servants, employees, guests, invitees, or visitors. (g) Tenant shall promptly reimburse Landlord upon demand for any reasonable expense actually incurred by the Landlord by reason of faulty work done by Tenant or its contractors or by reason of any delays caused by such work, or by reason of inadequate clean-up.

Construction of Tenant Improvements. Promptly following after acceptance of the Premises Contract (including approval of the Final TI price for the work) and receipt of the Construction Payment (as defined in Section 12 below) and approval of the Working Drawings, Landlord shall apply for and use reasonable efforts to obtain administer the necessary permits and approvals to allow construction of Landlord’s TI Work. Upon receipt of such permits and approvals, Landlord shall, at Tenant’s expense (subject to the application of the Tenant Improvement Allowance provided in this Workletter, and subject to any other applicable provisions of the Lease or of this Workletter expressly making any specific item of expense or cost the responsibility of Landlord), diligently construct and complete Landlord’s TI Work substantially Improvements in accordance with the Approved TI Plansfinal, subject to Unavoidable Delays approved and Tenant Delays permitted Working Drawings (if any). Such construction which work shall be performed added to and included within the definition of “TI Work” set forth in a good and workmanlike manner and Paragraph 1 of this Workletter ); provided, however, that Landlord shall not be required to install any Tenant Improvements that do not conform to all applicable governmental codesthe approved Working Drawings, laws and regulations in force at the time such work is completed. Without limiting the generality or conflict with elements of the foregoingapproved Working Drawings, Landlord shall be responsible for compliance or do not comply with applicable Regulations; such conformity being the obligation of Landlord’s TI Work with the requirements of the Americans with Disabilities Act and all similar or related requirements pertaining to access by persons with disabilities, but nothing in this sentence shall be construed to make Landlord responsible for bearing the cost of any such compliance, to the extent the compliance work is reasonably attributable to or related to the particular nature or design of the Tenant Improvements or is for any other reason expressly made Tenant’s cost or responsibility under any applicable provision of the Lease or of this Workletter. Landlord shall have the right, in its sole discretion, to decide whether and to what extent to use union labor on or in connection with Landlord’s Work, and shall use the TI General Contractor to construct all of Landlord’s TI Work. Landlord and Tenant shall use diligent and continuous efforts to achieve the dates set forth in Schedule B-5 attached hereto, which dates are estimated target dates only and Landlord shall not be liable for failure to meet such deadlines. As used herein, Tenant shall be construed to include Tenant’s consultants and Landlord shall be construed to include Landlord’s consultants, each have a right of whom shall be instructed to approve all subcontractors engaged respond in connection accordance with the terms of this Workletter and to fully cooperate with the other party. Landlord shall diligently pursue Substantial Completion of the Tenant Improvements. The schedule set forth on Schedule B-5 shall be updated as changes occur and provided to Tenant for its information and as a guide for progress of construction of the Tenant Improvements and to review and approve all competitive bids for any elements of the Tenant Improvements, such approval in each instance not to be unreasonably withheld, conditioned or delayed by either party.

Construction of Tenant Improvements. Promptly following approval of After the Final TI Working Drawings, Landlord shall apply Approval Date has occurred and a building permit for and use reasonable efforts to obtain the necessary permits and approvals to allow construction of Landlord’s TI Work. Upon receipt of such permits and approvalswork has been issued, Landlord shall, through a guaranteed maximum cost or fixed price (at Tenant’s expense Landlord's sole option) construction contract (subject to "Construction Contract") with a reputable, licensed contractor selected by Landlord ("Contractor"), cause the application construction of the Tenant Improvement Allowance provided Improvements to be carried out in this Workletter, and subject to any other applicable provisions of the Lease or of this Workletter expressly making any specific item of expense or cost the responsibility of Landlord), diligently construct and complete Landlord’s TI Work substantially in accordance substantial conformance with the Approved TI Plans, subject to Unavoidable Delays and Tenant Delays (if any). Such construction shall be performed Working Drawings in a good and workmanlike manner and shall conform to all applicable governmental codes, laws and regulations in force at the time such work is completedusing first class materials. Without limiting the generality of the foregoing, Landlord shall be responsible for compliance of Landlord’s TI Work with the requirements of the Americans with Disabilities Act and all similar or related requirements pertaining to access by persons with disabilities, but nothing in this sentence shall be construed to make Landlord responsible for bearing the cost of any such compliance, to the extent the compliance work is reasonably attributable to or related to the particular nature or design of the Tenant Improvements or is for any other reason expressly made Tenant’s cost or responsibility under any applicable provision of the Lease or of this Workletter. Landlord shall have the right, in its sole discretion, to decide whether and to what extent to use union labor on or in connection with Landlord’s Work, and shall use the TI General Contractor to construct all of Landlord’s TI Work. Landlord and Tenant shall each have a right to approve all subcontractors engaged in connection The costs associated with the construction of the Tenant Improvements shall be paid as set forth in Sections 5 and to review 6 of this Work Letter. Landlord shall see that the construction complies with all Applicable Laws, including applicable building, fire, health, and approve all competitive bids sanitary codes and regulations, the satisfaction of which shall be evidenced by a certificate of occupancy for any elements the Premises. Upon substantial completion of the Tenant Improvements, such approval in each instance Tenant shall comply with all laws, ordinances, regulations, requirements and other directives of any federal, state or local governmental or quasi-governmental authority having or exercising jurisdiction there over. Tenant shall not use or occupy the Premises, or knowingly permit it to be unreasonably withheldused or occupied, conditioned contrary to any statute, rule, order, ordinance, requirement or delayed regulation applicable thereto, or in any manner which would violate any certificate of occupancy affecting the same, or which would violate any certificate of occupancy affecting the same, or which would make void or voidable any insurance then in force with respect thereto or which would cause structural injury to the improvements or cause the value or usefulness of the Premises, or any portion thereof, substantially to diminish (reasonable wear and tear excepted), or which would constitute a public or private nuisance or waste and Tenant agrees that it will promptly, upon discovery of any such use, take all necessary steps to compel the discontinuance of such use. Tenant shall obtain and pay for all permits, required for Tenant's occupancy of the Premises and shall promptly take all substantial and non-substantial actions necessary to comply with all applicable statutes, ordinances, rules, regulations, orders and requirements regulating the use by either partyTenant of the Premises, including, without limitation, the Occupational Health and Safety Act and the Americans with Disabilities Act. If requested by Landlord, Tenant shall provide evidence satisfactory to Landlord of Tenant's compliance.

Construction of Tenant Improvements. Promptly following approval of Within ten (10) days after the Final TI Working Drawingsdate hereof, Landlord Tenant shall apply cause delivery to Landlord, for and use reasonable efforts to obtain the necessary permits and approvals to allow construction of Landlord’s TI Work. Upon receipt review and approval two sets of such permits and approvals, Landlord shall, at Tenant’s expense (subject to the application of blueline prints describing the Tenant Improvement Allowance provided in this Workletter, and subject to any other applicable provisions of Improvements (the Lease or of this Workletter expressly making any specific item of expense or cost the responsibility of Landlord), diligently construct and complete Landlord’s TI Work substantially in accordance “Preliminary Plans”) along with the Approved TI Plans, subject to Unavoidable Delays and Tenant Delays (if any). Such construction shall be performed in a good and workmanlike manner and shall conform to draft budget for all applicable governmental codes, laws and regulations in force at the time such work is completed. Without limiting the generality of the foregoing, Landlord shall be responsible for compliance of Landlord’s TI Work with the requirements of the Americans with Disabilities Act and all similar or related requirements pertaining to access by persons with disabilities, but nothing in this sentence shall be construed to make Landlord responsible for bearing the cost of any such compliance, to the extent the compliance work is reasonably attributable to or related to the particular nature or design of the Tenant Improvements or is for any other reason expressly made (the “Budget”). Within ten (10) business days after receipt of Tenant’s cost Preliminary Plans and the Budget, the Landlord will review the Preliminary Plans and the Budget and reply, either “approving”, “approving with notations” or responsibility under any applicable provision of “disapproving” the Lease or of this Worklettersame. Landlord shall have the right, in its sole discretion, to decide whether and to what extent to use union labor on or in connection with Landlord’s Work, and approval shall use the TI General Contractor to construct all of Landlord’s TI Work. Landlord and Tenant shall each have a right to approve all subcontractors engaged in connection with the construction of the Tenant Improvements and to review and approve all competitive bids for any elements of the Tenant Improvements, such approval in each instance not to be unreasonably withheld, conditioned or delayed delayed. If the Preliminary Plans or the Budget (or any portions of either) are rejected by either party.the Landlord for any reason, the Preliminary Plans or Budget, as the case may be, must be corrected and re-submitted until fully approved by Landlord and Tenant. The Preliminary Plans, as submitted to, and approved by, Landlord are hereinafter referred to as the “Final Plans”. Landlord’s review of the Preliminary Plans and the Final Plans as set forth herein shall be for its sole purpose and shall not imply Landlord’s review of the same, or obligate Landlord to review the same, for quality design, code compliance or other like matters, and Landlord shall have no liability whatsoever in connection therewith and shall not be responsible for any omissions or errors contained in the Preliminary Plans or the Final Plans. Tenant shall retain a general contractor approved by Landlord (the “General Contractor”) pursuant to a construction contract in form approved by Landlord (the “Construction Contract”), whereby the General Contractor is required to construct the Tenant Improvements in accordance with the Final Plans and the Construction Contract. Tenant shall cause Landlord to be recognized as an expressly intended third party beneficiary of the Construction Contract and to require the General Contractor to execute with respect to the Construction Contract an Acknowledgement of Third Party Beneficiary which is substantially in the form attached hereto as Exhibit A.

Construction of Tenant Improvements. Promptly following A. Landlord and Tenant hereby approve Devcon Construction Incorporated as the contractor, which Landlord and Tenant shall retain under a mutually acceptable construction contract to be jointly administered by Landlord and Tenant. Landlord shall pay the contractor directly for all contractors' invoices in accordance with the construction contract specified herein. Upon Tenant's approval of the Final TI Working Drawings, Landlord shall apply for Plans including the estimate of the cost of the Tenant Improvements and use reasonable efforts to obtain the necessary permits and approvals to allow construction of Landlord’s TI Work. Upon 's receipt of payment of any such permits and approvals, Landlord shall, at Tenant’s expense (subject to estimated cost exceeding the application amount of the Tenant Improvement Allowance provided in this WorkletterAllowance, and subject to any other applicable provisions of the Lease or of this Workletter expressly making any specific item of expense or cost the responsibility of Landlord), diligently construct and complete Landlord’s TI Work substantially in accordance with the Approved TI Plans, subject to Unavoidable Delays and Tenant Delays (if any). Such construction shall be performed in a good and workmanlike manner and shall conform to all applicable governmental codes, laws and regulations in force at the time such work is completed. Without limiting the generality of the foregoing, Landlord shall be responsible for compliance of Landlord’s TI Work with the requirements of the Americans with Disabilities Act and all similar or related requirements pertaining to access by persons with disabilities, but nothing in this sentence shall be construed to make Landlord responsible for bearing the cost of any such compliance, to the extent the compliance work is reasonably attributable to or related to the particular nature or design of the Tenant Improvements or is for any other reason expressly made Tenant’s cost or responsibility under any applicable provision of the Lease or of this Workletter. Landlord shall have the right, in its sole discretion, to decide whether and to what extent to use union labor on or in connection with Landlord’s Work, and shall use the TI General Contractor to construct all of Landlord’s TI Work. Landlord and Tenant shall each have cause Devcon Construction Incorporated to proceed in secure a right to approve all subcontractors engaged in connection with the building permit and commence construction of the Tenant Improvements provided that Landlord and Tenant shall cooperate together in executing permit applications and performing other actions reasonably necessary to review enable Landlord and approve all competitive bids for Tenant to obtain any elements required permits or certificates of occupancy; and provided further that the Building has in Landlord's discretion reached the stage of construction where it is appropriate to commence construction of the Tenant ImprovementsImprovements in the Premises. B. Without limiting the provisions of Paragraph 35 of the Lease Landlord shall not be liable for any direct or indirect damages suffered by Tenant as a result of delays in construction beyond Landlord's reasonable control, such Including, but not limited to, delays due to strikes or unavailability of materials or labor, or delays caused by Tenant (including delays by the Space Planner, the contractor or any one else performing services on behalf of Landlord or Tenant). C. If any work is to be performed on the Premises solely by Tenant or Tenant's contractor or agents: (1) Such work shall proceed upon Landlord's written approval in each instance (which consent shall not to be unreasonably withheld, conditioned delayed or delayed conditioned) of Tenant's contractor, public liability and property damage insurance carried by either partyTenant's contractor, and detailed plans and specifications for such work, shall be at Tenant's sole cost and expense and shall further be subject to the provisions of Paragraphs 12 and 27 of the Lease. (2) All work shall be done in conformity with a valid building permit when required, a copy of which shall be furnished to Landlord before such work is commenced, and in any case, all such work shall be performed in accordance with all applicable Regulations. Notwithstanding any failure by Landlord to object to any such work, Landlord shall have no responsibility for Tenant's failure to comply with all applicable Regulations. (3) If required by Landlord or any lender of Landlord all work by Tenant or Tenant's contractor or agents shall be done with union labor in accordance with all union labor agreements applicable to the trades being employed. (4) All work by Tenant or Tenant's contractor or agents shall be scheduled through Landlord. (5) Tenant or Tenant's contractor or agents shall arrange for necessary utility, hoisting and elevator service with Landlord's contractor and shall pay such reasonable charges for such services as may be charged by Tenant's or Landlord's contractor. (6) Tenant's entry to the Premises for any purpose, including, without limitation, inspection or performance of Tenant construction by Tenant's agents, prior to the date Tenant's obligation to pay rent commences shall be subject to all the terms and conditions of the Lease except the payment of Rent. Tenant's entry shall mean entry by Tenant, its officers, contractors, licensees, agents, servants, employees, guests, invitees, or visitors. (7) Tenant shall promptly reimburse Landlord upon demand for any reasonable expense actually incurred by the Landlord by reason of faulty work done by Tenant or its contractors or by reason of any delays caused by such work, or by reason of inadequate, clean-up.

Construction of Tenant Improvements. Promptly following approval of the Final TI Working DrawingsLandlord, Landlord shall apply for and use reasonable efforts to obtain the necessary permits and approvals to allow construction of at Landlord’s TI Work. Upon receipt of such permits sole cost and approvalsexpense, Landlord shall, at shall provide Tenant Improvements based on the approved space plan and work letter Tenant’s expense (subject to the application of the Tenant Improvement Allowance provided in this Workletter, and subject to any other applicable provisions of the Lease or of this Workletter expressly making any specific item of expense or cost the responsibility of Landlord), diligently construct and complete Landlord’s TI Work substantially in accordance with the Approved TI Plans, subject to Unavoidable Delays and Tenant Delays (if any). Such construction Improvements shall be performed constructed and installed in a good and workmanlike manner and all materials used shall conform be of a quality comparable to all applicable governmental codes, laws those in the Building. Any additional Tenant Improvements beyond the scope of specifications on the approved space plan and regulations in force work letter attached herein as “Exhibit C” shall be at the time such work is completed. Without limiting the generality sole cost and expense of the foregoingTenant. All Tenant Improvements shall be and remain the property of Landlord upon termination of this Lease; except as set forth in Section 13. To the extent that there are any additional Tenant’s Improvements to be completed by Tenant, such Tenant’s Improvements shall be constructed and installed in a good and workmanlike manner and all materials used shall be of a quality comparable to those in the Building. Tenant shall maintain a safe working environment, including the continuation of all fire and security protection devices, if any, previously installed in the Premises by Landlord. All damages or injury done to the Premises or the Building by Tenant or by any persons who may be in or upon the Premises or the Building with the express or implied consent of Tenant, including but not limited to the cracking or breaking of any glass of windows and doors, shall be paid for by Tenant and Tenant shall pay for all damage to the Building caused by acts or omissions of Tenant or Tenant’s officers, contractors, subcontractors, agents, invitees, licensees, employees, successors or assigns. Landlord’s consent to or oversight of any work by Tenant, shall not be deemed a warranty as to the adequacy of the design, workmanship or quality of materials, and Landlord hereby expressly disclaims any responsibility or liability for the same, except with respect to Landlord’s intentional misconduct. Landlord shall be responsible under no circumstances have any obligation to repair, maintain or replace any portion of any Tenant Improvements. Tenant has previously submitted the Plans and Specifications for compliance Tenant Improvements (the “Plans”) to Landlord which are approved by Landlord. Tenant will promptly notify Landlord of Landlord’s TI Work any changes to the Final Plans that are required by the City of Seattle, in connection with any required permit approval, the requirements of the Americans with Disabilities Act and all similar or related requirements pertaining to access by persons with disabilities, but nothing in this sentence shall be construed to make Landlord responsible for bearing the cost costs of any such compliance, to change shall be the extent sole responsibility of Tenant. Landlord will approve or reasonably disapprove the compliance work is reasonably attributable to or related to the particular nature or design required changes in writing within five days after receiving notice of the Tenant Improvements or is for any other reason expressly made Tenant’s cost or responsibility under any applicable provision same. If Landlord reasonably disapproves the changes required by the City of the Lease or of this Workletter. Landlord shall have the rightSeattle, in its sole discretion, to decide whether and to what extent to use union labor on or in connection with Landlord’s Work, and shall use the TI General Contractor to construct all of Landlord’s TI Work. Landlord and Tenant shall each have a right will cooperate to approve all subcontractors engaged in connection with develop changes to the construction Final Plans that are approved by both Landlord and the City of Seattle. Tenant will not occupy the Premises before the substantial completion of Tenant Improvements without Landlord’s prior written consent, which may be withheld in Landlord’s sole discretion. If Landlord consents, Tenant, during the early occupancy period, may only install Tenant’s furniture, fixtures and to review equipment and approve must comply with and observe all competitive bids for terms and conditions of this Lease and any elements of the Tenant Improvements, such approval in each instance not to be unreasonably withheld, conditioned or delayed site rules imposed by either partyLandlord’s contractor.

Construction of Tenant Improvements. Promptly following approval of the Final TI Working Drawings, Landlord A. Tenant shall apply for and use reasonable efforts to obtain the necessary permits and approvals to allow construction of Landlord’s TI Work. Upon receipt of such permits and approvals, Landlord shall, at Tenant’s expense (subject to the application of the Tenant Improvement Allowance provided in this Workletter, and subject to any other applicable provisions of the Lease or of this Workletter expressly making any specific item of expense or cost the responsibility of Landlord), diligently construct and complete Landlord’s TI Work substantially in accordance enter into a Construction Contract with the Approved TI Plans, subject to Unavoidable Delays and Tenant Delays (if any). Such construction shall be performed in a good and workmanlike manner and shall conform to all applicable governmental codes, laws and regulations in force at the time such work is completed. Without limiting the generality of the foregoing, Landlord shall be responsible for compliance of Landlord’s TI Work with the requirements of the Americans with Disabilities Act and all similar or related requirements pertaining to access by persons with disabilities, but nothing in this sentence shall be construed to make Landlord responsible for bearing the cost of any such compliance, to the extent the compliance work is reasonably attributable to or related to the particular nature or design of the Tenant Improvements or is for any other reason expressly made Tenant’s cost or responsibility under any applicable provision of the Lease or of this Workletter. Landlord shall have the right, in its sole discretion, to decide whether and to what extent to use union labor on or in connection with Landlord’s Work, and shall use the TI General Contractor to construct all of Landlord’s TI Work. Landlord and Tenant shall each have a right to approve all subcontractors engaged in connection with the construction of the Tenant Improvements and to review and approve all competitive bids for any elements of the Tenant Improvements, such approval in each instance which Construction Contract shall be subject to Landlord's approval, not to be unreasonably withheld, conditioned or delayed delayed. B. All Tenant Improvements shall be constructed and installed by the Contractor; provided, however, that the general contractor selected by Tenant to be the Contractor and all subcontractors shall be subject to the prior approval of Landlord, such approval not to be unreasonably withheld, conditioned or delayed. Notwithstanding anything in this Work Agreement to the contrary, Tenant shall use either partyXxxxxxx, Xxxxxxxx & Associates, Inc. or HESM&A, Inc. to perform all mechanical, electrical and plumbing work. C. Tenant shall construct the Tenant Improvements, at its sole cost and expense (subject to payment of Allowance as hereinafter provided), in accordance with the Tenant Improvement Construction Documents (and any changes thereto approved by Landlord) and in accordance with the following requirements: 1. All Tenant Improvements shall be constructed and installed in compliance with all applicable governmental codes, laws, ordinances, orders and regulations and otherwise in accordance with the Tenant Improvement Construction Documents. If any Tenant Improvements are required to meet any applicable governmental codes, laws, ordinances, orders, or regulations, Tenant, and not Landlord, shall be responsible for assuring that each and every aspect of the Tenant Improvement Construction Documents comply and conform with all applicable governmental laws, codes, laws, ordinances, orders, and regulations; and approval by Landlord of such Tenant Improvement Construction Documents shall not be deemed Landlord's confirmation or agreement that same so comply or conform with such laws, codes or regulations or otherwise constitute a representation or warranty by Landlord of any kind with respect to the improvements to be constructed pursuant to the Tenant Improvement Construction Documents, including, without limitation as to the merchantability or structural soundness of such improvements or the fitness thereof for any particular purpose. 2. In connection with the construction of the Tenant Improvements, if required to meet any applicable governmental codes, laws, ordinances, orders, or regulations, Tenant shall file all drawings, plans and specifications, pay all fees and obtain all permits and applications from any authorities having jurisdiction; and Tenant shall obtain a Certificate of Occupancy and any and all other approvals required for Tenant to use and occupy the Premises and to open for business to the public. Copies of all permits, certificates and approvals shall be forwarded to Landlord promptly after receipt by Tenant. Tenant shall be responsible for conformance with all codes and ordinances of authorities having jurisdiction over the Tenant Improvements. 3. [Intentionally omitted]. 4. Tenant and the Contractor shall be required to provide, in addition to the insurance required of Tenant pursuant to the Lease, the following types of insurance:

Construction of Tenant Improvements. Promptly following approval of the Final TI Working Drawings, Landlord shall apply for and use reasonable efforts to obtain the necessary permits and approvals to allow construction of Landlord’s TI Work. Upon receipt of such permits and approvals, Landlord shall, at Tenant’s expense (subject a) Subject to the application of the Tenant Improvement Allowance provided in this Workletter, terms and subject to any other applicable provisions of the Lease or of this Workletter expressly making any specific item of expense or cost the responsibility of Landlord)Xxxxxxxxx 0, diligently construct and complete Landlord’s TI Work substantially in accordance with the Approved TI Plans, subject to Unavoidable Delays and Tenant Delays (if any). Such construction shall be performed in a good and workmanlike manner and shall conform to all applicable governmental codes, laws and regulations in force at the time such work is completed. Without limiting the generality of the foregoing, Landlord shall be responsible for compliance of Landlord’s TI Work with the requirements of the Americans with Disabilities Act and all similar or related requirements pertaining to access by persons with disabilities, but nothing in this sentence shall be construed to make Landlord responsible for bearing the cost of any such compliance, to the extent the compliance work is reasonably attributable to or related to the particular nature or design of the Tenant Improvements or is for any other reason expressly made Tenant’s cost or responsibility under any applicable provision of the Lease or of this Workletter. Landlord Xxxxxxxxx shall have the right, in its at Sublessee's sole discretioncost and expense, to decide whether construct certain tenant improvements (the "LEASEHOLD IMPROVEMENTS") in the Premises. Any and all plans related to what extent to use union labor on or in connection with Landlord’s Work, and shall use the TI General Contractor to construct all of Landlord’s TI Work. Landlord and Tenant shall each have a right to approve all subcontractors engaged in connection with the construction of the Tenant Leasehold Improvements and to review and approve all competitive bids for any elements contractors or vendors used by Sublessee in connection with the construction of the Tenant ImprovementsLeasehold Improvements shall be subject to (a) Sublessor's prior written approval, such which may not be unreasonably withheld or delayed, and (b) Landlord's approval in each instance accordance with the terms and provisions of the Lease. (b) Notwithstanding anything to the contrary in this Xxxxxxxxx 0, Xxxxxxxxx acknowledges that it shall be reasonable for Sublessor to withhold its consent to any proposed Leasehold Improvements if the same (i) contemplates any structural changes to the Premises or any other portion of the Building, (ii) contemplates any penetrations of the floor slab, utility or telecommunication risers or roof of the Building, (iii) would require the use of additional electrical power from that presently available at the electric panel serving the third floor of the Building, (iv) would require supplemental air ventilation and/or air conditioning equipment from that allocated to the Premises by the existing air ventilation and cooling system of the Building, (v) would require any building code upgrades or trigger compliance with law improvements elsewhere on the third floor of the Building, or (vi) contemplates a build-out or improvements that would not be readily reusable or easily demolished (without additional expense) following the expiration of the Term. (c) Notwithstanding anything to be unreasonably withheldthe contrary in this Paragraph 9, conditioned if Sublessee's Leasehold Improvements (as approved by Sublessor) require any building code upgrades or delayed trigger compliance with law improvements outside of the Premises on the third floor of the Building (the "CODE COMPLIANCE WORK"), and Sublessee proceeds to undertake such work, Sublessor shall reimburse Sublessee at the end of the term of this Sublease (unless this Sublease is terminated as a result of a default by either partySublessee hereunder), for the unamortized cost of the Code Compliance Work, based on a 10 year useful life and a straight line amortization schedule.

Construction of Tenant Improvements. Promptly following approval of Prior to commencing the Final TI Working Drawings, Landlord shall apply for and use reasonable efforts to obtain the necessary permits and approvals to allow construction of Landlord’s TI Work. Upon receipt of such permits and approvals, Landlord shall, at Tenant’s expense (subject to the application of the Tenant Improvement Allowance provided in this WorkletterImprovements, Tenant shall deliver to Landlord (a) evidence of Tenant's insurance reasonably satisfactory to Landlord, which insurance shall be maintained throughout the construction of the Tenant Improvements, and subject (b) an estimated project schedule. In addition, Tenant shall require its general contractor to carry appropriate insurance, as determined by Tenant, but which shall include, without limitation, Commercial General Liability, Commercial Auto Liability and Worker's Compensation, in amounts necessary to insure the project and the work related thereto against claims for bodily injury or death or property damage. Tenant's contractors of all tiers shall name Landlord, Landlord's managing agent, and any other applicable provisions mortgagee requested by Landlord as additional insured on all liability policies required pursuant to this paragraph. Throughout the construction of the Lease Tenant Improvements, Tenant shall notify Landlord promptly of any material deviations from such project schedule. Tenant or of this Workletter expressly making any specific item of expense or cost its contractor shall construct the responsibility of Landlord)Tenant Improvements in a good, diligently construct first-class and complete Landlord’s TI Work substantially workmanlike manner and in accordance with the Approved TI Plans, subject to Unavoidable Delays CD's and Tenant Delays (if any). Such construction shall be performed in a good Specifications and workmanlike manner and shall conform to all applicable governmental codes, laws and regulations in force at the time such work is completedregulations. Without limiting the generality of the foregoing, Landlord If Tenant shall be responsible for compliance of Landlord’s TI Work with the requirements of the Americans with Disabilities Act and all similar or related requirements pertaining fail to access by persons with disabilities, but nothing in this sentence shall be construed to make Landlord responsible for bearing the cost of any such compliance, to the extent the compliance work is reasonably attributable to or related to the particular nature or design of complete the Tenant Improvements or is for any other reason expressly made by the Commencement Date, Tenant’s cost or responsibility under any applicable provision of 's obligation to pay Minimum Annual Rent and Additional Rent hereunder shall nevertheless begin on the Lease or of this WorkletterCommencement Date. Landlord shall have the right, in its sole discretionfrom time to time throughout the construction process, to decide whether and enter upon the Leased Premises to what extent to use union labor on or in connection with Landlord’s Work, and shall use the TI General Contractor to construct all of Landlord’s TI Work. Landlord and Tenant shall each have a right to approve all subcontractors engaged in connection with the construction of the Tenant Improvements and to review and approve all competitive bids for any elements perform periodic inspections of the Tenant Improvements, at Landlord's sole cost and expense. Tenant agrees to respond to and address promptly any reasonable concerns raised by Landlord during or as a result of such approval in each instance not to be unreasonably withheld, conditioned or delayed by either partyinspections.

Construction of Tenant Improvements. Promptly following 5.1 Within ten (10) days after Subtenant's, Sublandlord's and Landlord's approval of the Final TI Working Drawings, Landlord shall apply for Plans including the estimate of the cost of the Tenant Improvements and use reasonable efforts to obtain the necessary permits and approvals to allow construction of Landlord’s TI Work. Upon 's receipt of payment of any such permits and approvals, Landlord shall, at Tenant’s expense (subject to estimated cost exceeding the application amount of the Tenant Improvement Allowance Allowance, Subtenant shall cause the contractor to proceed to secure a building permit and commence construction of the Tenant Improvements provided that the Building has in this WorkletterLandlord's discretion reached the stage of construction where it is appropriate to commence construction of the Tenant Improvements in the Sublease Premises. 5.2 Subtenant shall be responsible for obtaining all governmental approvals to the full extent necessary for the construction and installation of the Tenant Improvements and for Subtenant's occupancy of the Sublease Premises, in compliance with all applicable Regulations. Subtenant shall employ contractors, which shall be reasonably approved by Landlord in writing, to construct the Tenant Improvements in conformance with the approved Space Plan and Plans. The construction contracts between Subtenant and the approved contractor shall be subject to Landlord's prior reasonable approval and shall provide for progress payments. The contractor(s) shall be duly licensed and Landlord's approval of the contractor(s) shall be conditioned, among other things, upon the contractor's reputation for quality of work, timeliness of performance, integrity and Landlord's prior experience with such contractor. 5.3 Sublandlord and Landlord shall not be liable for any direct or indirect damages suffered by Subtenant as a result of delays in construction beyond Landlord's and Sublandlord's reasonable control, including, but not limited to, delays due to strikes or unavailability of materials or labor, or delays caused by Subtenant (including delays by the Space Planner, the contractor or anyone else performing services on behalf of Landlord or Subtenant). 5.4 All work to be performed on the Sublease Premises by Subtenant or Subtenant's contractor or agents shall be subject to the following conditions: (a) Such work shall proceed upon Landlord's written approval of Subtenant's contractor, and public liability and property damage insurance carried by Subtenant's contractor, and shall further be subject to any other applicable the provisions of Paragraphs 12 and 27 of the Lease or Master Lease. (b) All work shall be done in conformity with a valid building permit when required, a copy of this Workletter expressly making which shall be furnished to Sublandlord and Landlord before such work is commenced, and in any specific item of expense or cost the responsibility of Landlord)case, diligently construct and complete Landlord’s TI Work substantially in accordance with the Approved TI Plans, subject to Unavoidable Delays and Tenant Delays (if any). Such construction all such work shall be performed in a good and workmanlike manner and shall conform to first-class manner, and in accordance with all applicable governmental codesRegulations and the requirements and standards of any insurance underwriting board, laws and regulations in force at inspection bureau or insurance carrier insuring the time Sublease Premises pursuant to the Sublease. Notwithstanding any failure by Sublandlord or Landlord to object to any such work is completedwork, neither Sublandlord nor Landlord shall have any responsibility for Subtenant's failure to comply with all applicable Regulations. Without limiting the generality of the foregoing, Landlord Subtenant shall be responsible for compliance of Landlord’s TI Work with the requirements of the Americans with Disabilities Act ensuring that construction and all similar or related requirements pertaining to access by persons with disabilities, but nothing in this sentence shall be construed to make Landlord responsible for bearing the cost of any such compliance, to the extent the compliance work is reasonably attributable to or related to the particular nature or design installation of the Tenant Improvements or is for any other reason expressly made Tenant’s cost or responsibility under any applicable provision will not affect the structural integrity of the Lease Building. (c) Landlord or of this Workletter. Landlord Landlord's agents shall have the right, in its sole discretion, to decide whether and to what extent to use union labor on or in connection with Landlord’s Work, and shall use the TI General Contractor to construct all of Landlord’s TI Work. Landlord and Tenant shall each have a right to approve all subcontractors engaged in connection with inspect the construction of the Tenant Improvements by Subtenant during the progress thereof. If Landlord shall give notice of faulty construction or any other deviation from the approved Space Plan or Plans, Subtenant shall cause its contractor to make corrections promptly. However, neither the privilege herein granted to Landlord to make such inspections, nor the making of such inspections by Landlord, shall operate as a waiver of any right of Landlord to require good and workmanlike construction and improvements erected in accordance with the approved Space Plan or Plans. (d) Subtenant shall cause its contractor to complete the Tenant Improvements as soon as reasonably possible. (e) Subtenant's construction of the Tenant Improvements shall comply with the following: (i) the Tenant Improvements shall be constructed in strict accordance with the approved Space Plan or Plans; (ii) Subtenant's and its contractor shall submit schedules of all work relating to the Tenant Improvements to Landlord for Landlord's approval within two (2) business days following the selection of the contractor and the approval of the Plans. Landlord shall within three (3) business days after receipt thereof inform Subtenant of any changes which are necessary and Subtenant's contractor shall adhere to such corrected schedule; and (iii) Subtenant shall abide by all rules made by Landlord with respect to the use of freight, loading dock, and service elevators, storage of materials, coordination of work with the contractors of other tenants, and any other matter in connection with this Work Letter, including, without limitation, the construction of the Tenant Improvements. (f) Subtenant or Subtenant's contractor or agents shall arrange for necessary utility, hoisting and elevator service with Landlord's contractor and shall pay such reasonable charges for such services as may be charged by Subtenant's or Landlord's contractor. (g) Subtenant's entry to the Sublease Premises for any purpose, including, without limitation, inspection or performance of Subtenant construction by Subtenant's agents, prior to the date Subtenant's obligation to pay rent commences shall be subject to all the terms and conditions of the Sublease except the payment of Rent. Subtenant's entry shall mean entry by Subtenant, its officers, contractors, licensees, agents, servants, employees, guests, invitees, or visitors. Landlord and Sublandlord shall have the right to post the appropriate notices of non-responsibility and to review require Subtenant to provide Landlord and approve all competitive bids Sublandlord with evidence that Subtenant has fulfilled its obligation to provide insurance pursuant to the Sublease. (h) Subtenant shall promptly reimburse Landlord upon demand for any elements reasonable expense actually incurred by the Landlord by reason of faulty work done by Subtenant or its contractors or by reason of any delays caused by such work, or by reason of inadequate clean-up. (i) Subtenant hereby indemnifies and holds Sublandlord and Landlord harmless with respect to any and all costs, losses, damages, injuries and liabilities relating in any way to any act or omission of Subtenant or Subtenant's contractor or agents, or anyone directly or indirectly employed by any of them, in connection with the Tenant Improvements and any breach of Subtenant's obligations under this Work Letter, or in connection with Subtenant's non-payment of any amount arising out of the Tenant Improvements. Such indemnity by Subtenant, as set forth above, shall also apply with respect to any and all costs, losses, damages, injuries, and liabilities related in any way to Sublandlord's and Landlord's performance or any ministerial acts reasonably necessary (i) to permit Subtenant to complete the Tenant Improvements, and (ii) to enable Subtenant to obtain any building permit or certificate of occupancy for the Sublease Premises. (j) Subtenant's contractor and the subcontractors utilized by Subtenant's contractor shall guarantee to Subtenant and for the benefit of Sublandlord and Landlord that the portion of the Tenant Improvements for which it is responsible shall be free from any defects in workmanship and materials for a period of not less than one (1) year from the date of completion thereof. Each of Subtenant's contractor and the subcontractors utilized by Subtenant's contractor shall be responsible for the replacement or repair, without additional charge, of all work done or furnished in accordance with its contract that shall become defective within one (1) year after the later to occur of (i) completion of the work performed by such contractor of subcontractors and (ii) the Sublease Commencement Date. The correction of such work shall include, without additional charge, all additional expenses and damages incurred in connection with such removal or replacement of all or any part of the Tenant Improvements, and/or the Building and/or common areas that may be damaged or disturbed thereby. All such approval warranties or guarantees as to materials or workmanship of or with respect to the Tenant Improvements shall be contained in each instance not the construction contract or subcontract and shall be written such that such guarantees or warranties shall inure to the benefit of Sublandlord, Landlord and Subtenant, as their respective interests may appear, and can be unreasonably withhelddirectly enforced by any of them. Subtenant covenants to give to Sublandlord and Landlord any assignment or other assurances which may be necessary to effect such rights of direct enforcement. (k) Commencing upon the execution of the Sublease, conditioned or delayed Subtenant shall hold weekly meetings at a reasonable time with the Space Planner and the contractor regarding the progress of the preparation of the Plans and the construction of the Tenant Improvements, which meetings shall be held at a location designated by either partySubtenant, and Landlord and/or its agents shall receive prior notice of, and shall have the right to attend, all such meetings, and upon Landlord's request, certain of Subtenant's contractors shall attend such meetings.

Construction of Tenant Improvements. Promptly following approval of the Final TI Working Drawings, 6.1. Landlord shall apply for and use reasonable efforts to obtain the necessary permits and approvals to allow construction of Landlord’s TI Work. Upon receipt of such permits and approvals, Landlord shall, at Tenant’s expense (subject to the application of cause the Tenant Improvement Allowance provided in this Workletter, and subject Improvements to any other applicable provisions be substantially completed sufficient for the issuance of a temporary certificate of occupancy for the Premises on or before the Commencement Date of the Lease or of this Workletter expressly making any specific item of expense or cost the responsibility of Landlord), diligently construct and complete Landlord’s TI Work substantially in accordance with the Approved TI Plans, subject to Unavoidable Delays and Tenant Delays (if any). Such construction shall be performed in a good and workmanlike manner and shall conform to all applicable governmental codes, laws and regulations in force at the time such work is completed. Without limiting the generality of the foregoing, Landlord shall be responsible for compliance of Landlord’s TI Work with the requirements of the Americans with Disabilities Act and all similar or related requirements pertaining to access by persons with disabilities, but nothing provisions set forth in this sentence shall be construed to make Landlord responsible for bearing the cost of any such compliance, to the extent the compliance work is reasonably attributable to or related to the particular nature or design of the Tenant Improvements or is for any other reason expressly made Tenant’s cost or responsibility under any applicable provision of the Lease or of this WorkletterWork Letter. Landlord shall have supervise the right, in its sole discretion, to decide whether and to what extent to use union labor on or in connection with Landlord’s Work, completion of such work and shall use diligent efforts to secure substantial completion of the TI General Contractor to construct all work in accordance with the Work Schedule. The cost of Landlord’s TI Worksuch work shall be paid as provided in Section 7. 6.2. Landlord and Tenant shall each have a right to approve all subcontractors engaged in In connection with the construction of the Tenant Improvements Improvements, Landlord and Tenant shall arrange for Tenant to review have access to the Premises commencing approximately 10 days prior to the estimated date for substantial completion shown on the Work Schedule, in order to allow Tenant to install telephone lines and approve telephone systems, fiber optics, computer cabling, and related similar matters, and, on a "space ready" basis only, to commence installation of Tenant's trade fixtures. Tenant shall schedule installation of such items with Landlord and Landlord's contractor so as not to unreasonably impede, interfere with or delay the progress of construction of the Tenant Improvements; and Tenant shall perform such installation in accordance with guidelines promulgated by Landlord's contractor. Delay, interference or damage arising out of Tenant's installation of such items shall constitute a Tenant Delay under Section 8. Any and all competitive bids for any elements costs of installation of such items shall be at Tenant's sole cost and expense. 6.3. During the period of construction of the Tenant Improvements, Landlord shall consult with Tenant from time to time as necessary to achieve approval of certain matters and installations related to the Tenant Improvements. Such approvals shall be forthcoming from Tenant within a reasonable time period as requested by Landlord, which time period shall enable Landlord to maintain the schedule for substantial completion of the Tenant Improvements stated in the Work Schedule. Failure of Tenant to respond within such requested time period shall constitute a Tenant Delay. 6.4. During the period of construction of the Tenant Improvements, Landlord and Tenant shall meet at regular meetings occurring at least once monthly regarding the status of the construction and occurring at least once weekly during the final month of construction. If timely, matters requiring Tenant's approval may be determined at such meetings and decisions shall be reflected in each instance not to be unreasonably withheld, conditioned or delayed by either partythe minutes of such meetings.

Construction of Tenant Improvements. Promptly following approval A. Tenant hereby agrees that its plans for Tenant Improvement shall not include any improvements for the Premises which would be reasonably objectionable to a landlord of office space and, in this regard, it is agreed by Landlord and Tenant that the improvements installed by Tenant in the Phase I building leased by Tenant from Landlord and located adjacent to the Premises are not reasonably objectionable to a landlord of office space. Tenant also hereby agrees, in accordance with Sections 3, 4, 11 and the other provisions of this Improvement Agreement, to reimburse Landlord for the Landlord’s construction, in accordance with this Improvement Agreement, of Tenant Improvements for the Premises having a total Tenant Improvement Cost of not less than $27.00 per Rentable Square Foot of the Final TI Working Drawings, Building. Tenant agrees that L-C2 shall serve as security for reimbursement by Tenant to Landlord shall apply for and use reasonable efforts to obtain the necessary permits and approvals to allow construction of Landlord’s TI Work. Upon receipt of such permits and approvals, Landlord shall, at Tenant’s expense (subject to the application of the Tenant Improvement Allowance provided in this Workletter, and subject to any other applicable provisions of the Lease or Cost as required by Section 11 of this Workletter expressly making any specific item of expense Improvement Agreement. B. Attached hereto as Exhibit C-1 is the Project Schedule for the Work which has been approved by Landlord and Tenant. All items required for preparation, review, approval, disapproval or cost delivery by either party shall be appropriately acted upon by the responsibility of Landlord), diligently construct and complete Landlord’s TI Work substantially responsible party in accordance conformance with the Approved TI Plans, subject Project Schedule. The Project Schedule may be revised from time to Unavoidable Delays and Tenant Delays (if any). Such construction shall be performed in a good and workmanlike manner and shall conform to all applicable governmental codes, laws and regulations in force at the time such work is completed. Without limiting the generality of the foregoing, by Landlord shall be responsible for compliance of Landlord’s TI Work with the requirements of the Americans with Disabilities Act and all similar or related requirements pertaining to access by persons with disabilities, but nothing in this sentence shall be construed to make Landlord responsible for bearing the cost of any such compliance, to the extent the compliance work is reasonably attributable to or related to the particular nature or design of the Tenant Improvements or is for any other reason expressly made Tenant’s cost approval to reflect any delay in the schedule caused by the Tenant’s failure to respond to, or responsibility under to act in good faith with respect to, any applicable provision of the Lease or of this Workletter. Landlord shall have the right, in its sole discretion, to decide whether and to what extent to use union labor on or in connection with Landlord’s Work, and shall use the TI General Contractor to construct all of Landlord’s TI Work. Landlord and Tenant shall each have a right to approve all subcontractors engaged in connection with the construction of the Tenant Improvements and to review and approve all competitive bids for any elements of the Tenant Improvements, such approval in each instance not to be unreasonably withheld, conditioned or delayed by either partyapprovals required herein.

Construction of Tenant Improvements. Promptly following approval Tenant shall cause the Contractor (as defined on Exhibit D hereto) to install Tenant Improvements in the Leased Premises pursuant to Exhibit D. All building permit and municipal inspection fees payable with respect to such work shall be paid by Tenant. All additions to or improvements of the Final TI Working DrawingsLeased Premises actually paid for by Tenant, including any Tenant Improvements (whether of Building Standard Improvements or Tenant Extra Improvements) actually paid for by Tenant and any Alterations, shall automatically (without the need for any additional documentation or actions on the part of the parties hereto) be and become the property of Landlord upon the expiration or sooner termination of this Lease and shall apply for and use reasonable efforts be surrendered to obtain the necessary permits and approvals Landlord upon termination of this Lease by lapse of time or otherwise, subject to allow construction of Landlord’s TI Work. Upon receipt of such permits and approvals, Landlord shall, at Tenant’s expense (subject obligations to remove the application of the Tenant Improvement Allowance provided in this Workletter, and subject to any other applicable provisions of the Lease or of this Workletter expressly making any specific item of expense or cost the responsibility of Landlord), diligently construct and complete Landlord’s TI Work substantially same in accordance with Section 5.19 below. Although Tenant Improvements (including any Tenant Extra Improvements) become the Approved TI Plansproperty of Landlord upon the expiration or sooner termination of this Lease, subject they are intended to Unavoidable Delays be for the convenience of Tenant and Tenant Delays (if any)are not intended to be a substitute for Rent or any part thereof. Such construction shall be performed in a good and workmanlike manner and shall conform to all applicable governmental codes, laws and regulations in force at the time such work is completed. Without limiting the generality of Notwithstanding the foregoing, Landlord Tenant shall be responsible for compliance of Landlord’s TI Work entitled to all depreciation, amortization and other tax benefits with the requirements of the Americans with Disabilities Act and all similar or related requirements pertaining respect to access by persons with disabilities, but nothing in this sentence shall be construed to make Landlord responsible for bearing the cost of any such compliance, to the extent the compliance work is reasonably attributable to or related to the particular nature or design of the Tenant Improvements or is for any other reason expressly made Tenant’s cost Alterations and Tenant’s furniture, equipment, machinery, trade-fixtures, goods or responsibility under any applicable provision of the Lease or of this Worklettersupplies (“Tenant’s Personal Property”). Landlord Tenant shall have the right, in its sole discretion, to decide whether and to what extent to use union labor on or in connection with Landlord’s Work, and shall use the TI General Contractor to construct all of Landlord’s TI Work. Landlord and Tenant shall each have a right to approve remove Tenant’s Personal Property at any time during the Term, provided that Tenant repairs all subcontractors engaged damage caused by such removal. Notwithstanding anything in connection with this Lease to the construction contrary, any equipment, machinery, or other improvements of any nature whatsoever that are connected to or integrated into the Tenant Improvements and to review and approve all competitive bids Building Systems shall not be deemed Tenant’s Personal Property for any elements purposes of the Tenant Improvements, such approval in each instance not to be unreasonably withheld, conditioned or delayed by either partythis Lease.

Construction of Tenant Improvements. Promptly following approval of the Final TI Working Drawings, Landlord shall apply for and use reasonable efforts to obtain the necessary permits and approvals to allow construction of Landlord’s TI Work. Upon receipt of such permits and approvals, Landlord shall, at Tenant’s expense (subject Prior to the application commencement of ----------------------------------- construction of the Tenant Improvement Allowance provided in this WorkletterImprovements, and subject Tenant shall: (a) obtain the approval of Landlord to any other applicable provisions of the Lease or of this Workletter expressly making any specific item of expense or cost the responsibility of Landlord), diligently construct and complete Landlord’s TI Work substantially in accordance with the Approved TI Plans, subject to Unavoidable Delays and Tenant Delays (if any). Such construction shall be performed in a good and workmanlike manner and shall conform to all applicable governmental codes, laws and regulations in force at the time such work is completed. Without limiting the generality of the foregoing, Landlord shall be responsible for compliance of Landlord’s TI Work with the requirements of the Americans with Disabilities Act and all similar or related requirements pertaining to access by persons with disabilities, but nothing in this sentence shall be construed to make Landlord responsible for bearing the cost of any such compliance, to the extent the compliance work is reasonably attributable to or related to the particular nature or design of the Tenant Improvements or is for any Drawings and Specifications, as set forth above; (b) obtain, at the sole cost and expense of Tenant, all building and other reason expressly made Tenant’s cost or responsibility under any applicable provision of the Lease or of this Workletter. Landlord shall have the right, in its sole discretion, permits required to decide whether and to what extent to use union labor on or in connection with Landlord’s Work, and shall use the TI General Contractor to construct all of Landlord’s TI Work. Landlord and Tenant shall each have a right to approve all subcontractors engaged be issued in connection with the construction of the Tenant Improvements Improvements; (c) supply to Landlord, at Landlord's option but at the sole cost and expense of Tenant, payment and performance bonds naming Landlord as an obligee with respect to review and approve all competitive bids the construction contract for any elements completion of the Tenant Improvements, each of such approval bonds being in an amount not less than the maximum amount of the construction contract made between Tenant and Tenant's General Contractor; and (d) provide, at the sole cost and expense of Tenant, to Landlord such builder's risk, liability, property damage and other insurance, covering Landlord, Tenant, Tenant's General Contractor and such other parties as Landlord shall reasonably deem necessary, in such amounts and with such coverages as Landlord, in its reasonable judgment, shall require. The Tenant Improvements shall be constructed by Tenant with new, first class materials, as typically employed in the construction of first class office buildings, and by skilled workmen. Upon Substantial Completion of the Tenant Improvements, Tenant shall supply to Landlord fully executed waivers of liens from the Tenant's General Contractor and each instance not of the subcontractors employed by Tenant's General Contractor in connection with the Tenant Improvements. In the event that any mechanics' or materialmen's lien shall be filed against the Property in connection with, or as a result of, the construction of the Tenant Improvements, Tenant shall immediately cause the same to be unreasonably withhelddischarged or bonded off, conditioned at Tenant's sole cost and expense. Furthermore, Tenant shall indemnify and hold Landlord harmless from and against any and all losses, damages, liabilities, costs or delayed expenses that Landlord may suffer or incur as a result of, or in connection with, (i) the filing of any mechanics' or materialsmen's liens in connection with the Tenant Improvements, or (ii) the making of the Tenant Improvements by either partyTenant and any of the actions or omissions of Tenant or any of the agents, employees or contractors of Tenant in connection therewith.

Construction of Tenant Improvements. Promptly following approval of Tenant shall cause the Final TI Working Drawings, Landlord shall apply for and use reasonable efforts to obtain the necessary permits and approvals to allow construction of Landlord’s TI Work. Upon receipt of such permits and approvals, Landlord shall, at Tenant’s expense (subject to the application of the Tenant Improvement Allowance provided in this Workletter, and subject to any other applicable provisions of the Lease or of this Workletter expressly making any specific item of expense or cost the responsibility of Landlord), diligently construct and complete Landlord’s TI Work substantially in accordance with the Approved TI Plans, subject to Unavoidable Delays and Tenant Delays (if any). Such construction shall be performed in a good and workmanlike manner and shall conform to all applicable governmental codes, laws and regulations in force at the time such work is completed. Without limiting the generality of the foregoing, Landlord shall be responsible for compliance of Landlord’s TI Work with the requirements of the Americans with Disabilities Act and all similar or related requirements pertaining to access by persons with disabilities, but nothing in this sentence shall be construed to make Landlord responsible for bearing the cost of any such compliance, to the extent the compliance work is reasonably attributable to or related to the particular nature or design of the Tenant Improvements or is for any other reason expressly made Tenant’s cost or responsibility under any to be carried out in compliance with the Working Plans, all applicable provision zoning laws and regulations, applicable covenants, conditions and restrictions, and otherwise in compliance with the provisions of Section 10 of the Lease or Lease. Prior to the commencement of construction, Tenant shall obtain course of construction and builder's "all risk" insurance in such amounts and form as Landlord requires, liability insurance in the form and amounts required under the Lease, and such performance bonds in form and amounts as Landlord requires. Tenant shall cause the construction of the Tenant Improvements to be carried out with such materials, equipment, contractors and subcontractors as Tenant shall select, all of which shall be approved by Landlord. Landlord hereby approves of South Bay Construction as Tenant's general contractor for its construction of the Tenant Improvements, subject however to such general contractor complying with all applicable requirements of this WorkletterWork Letter. Within ten (10) days after the approval of the final Working Plans in accordance with subparagraph (a) above or as soon as is reasonably possible thereafter, Tenant shall submit to Landlord shall have for its review and approval (i) copies of all proposed construction contracts between Tenant and all contractors and between such contractors and all subcontractors for the rightTenant Improvements, together with such background information on such contractors and subcontractors as Landlord may require; (ii) a listing of the make, model, type, grade and all other characteristics requested by Landlord, of all materials, equipment and fixtures which Tenant proposes to install in its sole discretion, to decide whether and to what extent to or use union labor on or in connection with Landlord’s Workthe Tenant Improvements; and (iii) a budget setting forth in itemized fashion the costs of all materials, equipment, fixtures, contractors, subcontractors, laborers, permits, fees, licenses, and shall use the TI General Contractor all other costs and expenses Tenant proposes to construct all of Landlord’s TI Work. Landlord and Tenant shall each have a right to approve all subcontractors engaged incur in connection with the construction of the Tenant Improvements, specifically also including a development review fee to be paid to Landlord in connection with its review, oversight and related functions under this Work Letter in an amount equal to two and one-half percent (2.5%) of the total Allowance * (as defined below) utilized by Tenant pursuant to subparagraph (d) below (hereafter collectively the "Tenant Improvements and Costs"). All such matters shall be subject to review and approve all competitive bids for any elements the approval of Landlord prior to the commencement of construction of the Tenant Improvements, in Landlord's reasonable discretion. Tenant shall have the responsibility to obtain all necessary construction and building permits and licenses necessary for the construction of the Tenant Improvements. Tenant shall cause construction of the Tenant Improvements in a good and workmanlike manner in strict accordance with the approved Working Plans. All Tenant Improvements Costs shall be paid for by and shall be the sole responsibility of the Tenant (other than to the extent reimbursed by the Allowance as set forth below), including * PROVIDED BY LANDLORD without limitation all costs of utilities, services and insurance on the Expansion Space arising out of the construction of the Tenant Improvements. All construction of the Tenant Improvements shall be performed and completed lien free, and Tenant hereby indemnifies and agrees to defend and hold Landlord and the Expansion Space free and harmless from any and all claims, losses, damages, actions and causes of action as may be incurred as a result of work performed or materials furnished in connection with construction of the Tenant Improvements. Landlord shall have the right to post notices of non-responsibility at such approval in each instance not locations as Landlord may desire prior to be unreasonably withheld, conditioned or delayed by either partythe commencement of construction of the Tenant Improvements.

Construction of Tenant Improvements. Promptly following (a) After receipt and approval of Tenant's Plans and the Final TI Working DrawingsPricing Letter, Landlord shall apply for and use reasonable efforts to obtain administer the necessary permits and approvals to allow construction of Landlord’s TI Work. Upon receipt of such permits and approvals, Landlord shall, at Tenant’s expense (subject to the application of the Tenant Improvement Allowance provided in this Workletter, and subject to any other applicable provisions of the Lease or of this Workletter expressly making any specific item of expense or cost the responsibility of Landlord), diligently construct and complete Landlord’s TI Work substantially Improvements in accordance with the Approved TI Plansapproved construction documents and proposal of Landlord's Contractor; provided, subject however, that no Tenant Improvements shall be installed which do not conform to Unavoidable Delays Building plans and Tenant Delays (if any)specifications or to any applicable regulations, laws, ordinances, codes and rules. Such construction conformity shall be performed in a good and workmanlike manner and the obligation of Tenant. (b) Landlord shall conform to all applicable governmental codes, laws and regulations in force at bear the time such work is completed. Without limiting the generality cost of the foregoingconstruction of Tenant Improvements. If Tenant accepts the Pricing Letter, Landlord shall be responsible for compliance contribute $16.90 per square foot of Landlord’s TI Work with the requirements of the Americans with Disabilities Act and all similar or related requirements pertaining Net Rentable Area to access by persons with disabilities, but nothing in this sentence Tenant Improvements. Such allowance shall be construed to make credited against amounts due Landlord responsible under paragraph 3(b) of this Exhibit B for bearing Tenant Improvements as the work progresses. The credit given for Tenant Improvements covered by each monthly draw shall equal a fraction thereof, the numerator of which is the total allowance provided by Landlord and the denominator of which is the total cost of any such complianceall Tenant Improvements. All costs incurred in construction of Tenant Improvements shall be increased by a charge, to the extent the compliance work is reasonably attributable be paid by Tenant, of ten percent (10%) to or related to the particular nature or design of the Tenant Improvements or is reimburse Landlord for any other reason expressly made Tenant’s cost or responsibility under any applicable provision of the Lease or of this Workletterconstruction administration and coordination. Landlord shall have the right, in its sole discretion, to decide whether and to what extent to use union labor on or in connection with Landlord’s Work, and shall use the TI General Contractor to construct all of Landlord’s TI Work. Landlord and Tenant shall each have a right pay to approve Landlord all subcontractors engaged in connection with the construction of the amounts payable by Tenant Improvements and pursuant to review and approve all competitive bids for any elements this Exhibit B within ten (10) days after completion of the Tenant Improvements. (c) All Tenant Improvements shall be constructed by Landlord's Contractor with the exception of telephone equipment and wiring which may be installed by Tenant subject to the limitations contained herein. All such equipment furnished and installed by Tenant shall be installed in a manner which conforms with Landlord's Contractor's schedule, and the work or installation shall be handled in such approval in each instance a manner as not to materially interfere with or delay the work of Landlord's Contractor to any extent unsatisfactory to Landlord. No portion of the work to be unreasonably withheldperformed by Landlord's Contractor shall be dependent upon completion of any work or construction or installation to be performed by Tenant. (d) It is agreed that Tenant may authorize changes in the Tenant Improvements, conditioned provided that any changes must meet the criteria set forth in paragraph l(b) above. Tenant shall pay any net increase in cost and/or credited with any savings (such credit be applied to Base Rental next becoming due) which results from such changes (including the cost of all modifications to Tenant Improvements which have theretofore been initiated or delayed by either partyconstructed and any modifications required to the base building), plus ten percent (10%) thereof as an administrative cost recovery fee.

Construction of Tenant Improvements. Promptly following after full execution of the Premises Contract (including approval of the Final guaranteed maximum price for the TI Work) and approval of the Working Drawings, Landlord the Premises Contractor shall apply for and use reasonable efforts to obtain the necessary all required building or other permits and approvals to allow construction of Landlord’s TI Work. Upon receipt of such permits and approvals, Landlord shall, at Tenant’s expense (subject relating to the application performance of the TI Work and construction of the Tenant Improvement Allowance provided in this Workletter, and subject to any other applicable provisions Improvements. Landlord shall administer the construction of the Lease or of this Workletter expressly making any specific item of expense or cost the responsibility of Landlord), diligently construct and complete Landlord’s TI Work substantially Tenant Improvements in accordance with the Approved TI Plansfinal, subject to Unavoidable Delays approved and Tenant Delays permitted Working Drawings (if any). Such construction which work shall be performed added to and included within the definition of “TI Work” set forth in a good and workmanlike manner and Paragraph 1 of this Workletter ); provided, however, that Landlord shall not be required to install any Tenant Improvements that do not conform to all applicable governmental codesthe approved Working Drawings, laws and regulations in force at the time such work is completed. Without limiting the generality or conflict with elements of the foregoingapproved Working Drawings, Landlord shall be responsible for compliance or do not comply with applicable Laws; such conformity (and any costs related thereto) being the obligation of Landlord’s TI Work with the requirements of the Americans with Disabilities Act and all similar or related requirements pertaining to access by persons with disabilities, but nothing in this sentence shall be construed to make Landlord responsible for bearing the cost of any such compliance, to the extent the compliance work is reasonably attributable to or related to the particular nature or design of the Tenant Improvements or is for any other reason expressly made Tenant’s cost or responsibility under any applicable provision of the Lease or of this Workletter. Landlord shall have the right, in its sole discretion, to decide whether and to what extent to use union labor on or in connection with Landlord’s Work, and shall use the TI General Contractor to construct all of Landlord’s TI Work. Landlord and Tenant shall use diligent and continuous efforts to achieve the dates set forth in Schedule D-5 attached hereto, which dates are estimated target dates only and Landlord shall not be liable for failure to meet such deadlines, subject to the provisions of the Lease pertaining to Landlord’s obligations to achieve Substantial Completion by the Scheduled Commencement Date. As used herein, Tenant shall be construed to include Tenant’s Consultants and Landlord shall be construed to include Landlord’s Consultants, each have a right of whom shall be instructed to approve all subcontractors engaged respond in connection accordance with the terms of this Workletter and to fully cooperate with the other party. Landlord shall diligently pursue Substantial Completion of the Tenant Improvements. The timetable set forth on Schedule D-5 shall be updated as changes occur and provided to Tenant for its information and as a guide for progress of construction of the Tenant Improvements and to review and approve all competitive bids for any elements of the Tenant Improvements, such approval in each instance not to be unreasonably withheld, conditioned or delayed by either party.

Construction of Tenant Improvements. Promptly following approval of the Final TI Working Drawings, Landlord shall apply for and use reasonable efforts to obtain the necessary permits and approvals to allow construction of Landlord’s TI Work. Upon receipt of such permits and approvals, Landlord shall, at Tenant’s expense (subject to the application of the Tenant Improvement Allowance provided in this Workletter, and subject to any other applicable provisions of the Lease or of this Workletter expressly making any specific item of expense or cost the responsibility of Landlord), diligently construct and complete Landlord’s TI Work substantially in accordance with the Approved TI Plans, subject to Unavoidable Delays and Tenant Delays (if any). Such construction shall be performed in a good and workmanlike manner and shall conform to all applicable governmental codes, laws and regulations in force at the time such work is completed. Without limiting the generality of Notwithstanding the foregoing, until ----------------------------------- Tenant approves the Final Plans and the Subsequent Work Cost Statement and pays Landlord shall the amount by which the Subsequent Work Cost Statement exceeds the Subsequent Allowance, if any, Landlord will be responsible for compliance under no obligation to expend any monies and/or to cause the construction of Landlord’s TI Work with the requirements any of the Americans with Disabilities Act and all similar or related requirements pertaining to access by persons with disabilities, but nothing in this sentence shall be construed to make Landlord responsible for bearing the cost of any such compliance, to the extent the compliance work is reasonably attributable to or related to the particular nature or design of the Subsequent Tenant Improvements or is for any other reason expressly made Tenant’s cost or responsibility under any applicable provision of the Lease or of this Workletter. Improvements; it being further agreed that Landlord shall have no obligation to perform the right, Subsequent Tenant Improvements if Tenant shall then be (or shall have at any time been) in its sole discretion, to decide whether and to what extent to use union labor on or default under the Lease. Tenant acknowledges that Tenant shall be in connection with Landlord’s Work, and shall use possession the TI General Contractor to construct all Premises during the performance of Landlord’s TI Workthe Subsequent Tenant Improvements. Landlord and Tenant shall each cooperate to mutually determine when the Subsequent Tenant Improvements will be commenced. However, once the work begins, Landlord shall have a the right to approve complete the same on a continuous, uninterrupted schedule without Tenant interference. Tenant acknowledges that such work shall be performed at such times, including normal business hours, and in such manner as Landlord shall reasonably determine. Tenant agrees (a) to cooperate with Landlord or Landlord's Representative during the performance of such work, including but not limited to, temporarily removing and relocating Tenant's and Tenant's employees' furniture, fixtures, equipment and other personalty and (b) to release Landlord, Landlord's Representative and their respective agents from all subcontractors engaged losses, costs, damages and expenses, including, but not limited to, loss of business, incurred in connection with the construction of the Tenant Improvements and to review and approve all competitive bids for any elements of the Tenant Improvements, such approval in each instance not to be unreasonably withheld, conditioned or delayed by either partywork.

Construction of Tenant Improvements. Promptly following approval (a) Landlord shall, through a general contractor proposed by Landlord and approved by Tenant (the "Contractor") furnish and install within the Leased Premises, certain items of general construction (the "Tenant Improvements") to be determined in the manner described in Paragraph 2 below. Landlord shall cause the Tenant Improvements to be constructed by the Contractor in accordance with the plans and specifications to be approved by Landlord and Tenant pursuant to Paragraph 2 below. The quantities, character and manner of installation of all of the Final TI Working DrawingsTenant Improvements shall be subject to the limitations imposed by any applicable governmental regulations relating to conservation of energy and by applicable building codes and regulations and, subject thereto, Landlord shall apply cause all such work to be done by Contractor in accordance with all applicable governmental codes and regulations and pursuant to all applicable building permits required therefore. In addition, Tenant agrees that the Tenant Improvements shall not require Landlord to perform work which would (i) require changes to structural components of the Building or the exterior design of the Building; (ii) require any material modification to the Building's mechanical or electrical systems; or (iii) be incompatible with the Building plans filed with the City of Santa Clara. If any of the Tenant Improxxxxxts are specialized improvements particular to Tenant's use of the Leased Premises, Landlord may require that such Tenant Improvements be removed at the expiration or earlier termination of the Lease, in which case Landlord shall notify Tenant in writing upon delivery to Tenant of the Working Drawings (pursuant to Section3 below). (b) Landlord shall enter into a construction contract with the Contractor for and use reasonable efforts to obtain the necessary permits and approvals to allow construction of Landlord’s TI Work. Upon receipt the Tenant Improvements in a form reasonably approved by Tenant, which approval shall not be unreasonably withheld and shall be for a contract price acceptable to both Landlord and Tenant; provided, however, that if the cost of such permits and approvals, Landlord shall, at Tenant’s expense (subject to constructing the application Tenant Improvements shall be less than the amount of the Tenant Improvement Allowance provided in this Workletter, and subject to any other applicable provisions of the Lease or of this Workletter expressly making any specific item of expense or cost the responsibility of Landlord(as defined below), diligently construct and complete Landlord’s TI Work substantially in accordance with the Approved TI Plans, subject to Unavoidable Delays and Tenant Delays (if any). Such construction shall be performed in a good and workmanlike manner and shall conform to all applicable governmental codes, laws and regulations in force at the time such work is completed. Without limiting the generality of the foregoing, Landlord shall not be responsible for compliance of Landlord’s TI Work with the requirements of the Americans with Disabilities Act and all similar or related requirements pertaining required to access by persons with disabilities, but nothing in this sentence shall be construed obtain Tenant's approval as to make Landlord responsible for bearing the cost of any such compliance, to the extent the compliance work is reasonably attributable to or related to the particular nature or design of construction. The construction contract for the Tenant Improvements or is for any other reason expressly made Tenant’s cost or responsibility under any applicable provision shall contain warranties of a nature customary in the Lease or of this Workletter. Landlord marketplace that shall have be assignable to and enforceable by Tenant against the right, in its sole discretion, to decide whether and to what extent to use union labor on or in connection with Landlord’s Work, Contractor and shall use require that the TI General Contractor designate Tenant as an additional insured as to construct all insurance to be carried by the Contractor (including public liability insurance in an amount of Landlord’s TI Work. Landlord and Tenant shall each have a right to approve all subcontractors engaged at least $2,000,000) in connection with the construction of the Tenant Improvements and to review and approve all competitive bids for any elements of the Tenant Improvements, such approval in each instance not to be unreasonably withheld, conditioned or delayed by either party.

Construction of Tenant Improvements. Promptly following approval of Prior to commencing the Final TI Working Drawings, Landlord shall apply for and use reasonable efforts to obtain the necessary permits and approvals to allow construction of Landlord’s TI Work. Upon receipt of such permits and approvals, Landlord shall, at Tenant’s expense (subject to the application of the Tenant Improvement Allowance provided in this Workletter, and subject to any other applicable provisions of the Lease or of this Workletter expressly making any specific item of expense or cost the responsibility of Landlord), diligently construct and complete Landlord’s TI Work substantially in accordance with the Approved TI Plans, subject to Unavoidable Delays and Tenant Delays (if any). Such construction shall be performed in a good and workmanlike manner and shall conform to all applicable governmental codes, laws and regulations in force at the time such work is completed. Without limiting the generality of the foregoing, Landlord shall be responsible for compliance of Landlord’s TI Work with the requirements of the Americans with Disabilities Act and all similar or related requirements pertaining to access by persons with disabilities, but nothing in this sentence shall be construed to make Landlord responsible for bearing the cost of any such compliance, to the extent the compliance work is reasonably attributable to or related to the particular nature or design of the Tenant Improvements or is any portion thereof, Tenant shall obtain all permits, authorizations, licenses, consents and approvals, if any, required for any other reason expressly made Tenant’s cost or responsibility under any applicable provision Tenant to perform the Tenant Improvements (the "Permits"), including, without limitation, the Permit(s) required by the City of Indianapolis, if any, with respect to the Tenant Improvements, and Tenant shall deliver to Landlord (a) copies of the Lease Permits, (b) evidence of Tenant's insurance reasonably satisfactory to Landlord, which insurance shall be maintained throughout the construction of the Tenant Improvements, and (c) a project schedule in detail reasonably satisfactory to Landlord. In addition, Tenant shall require its general contractor to carry appropriate insurance, as determined by Tenant, but which shall include, without limitation, Commercial General Liability, Commercial Auto Liability and Worker's Compensation, in amounts necessary to insure the project and the work related thereto against claims for bodily injury or death or property damage. Tenant's contractors of all tiers shall name Landlord, Landlord's managing agent, and any mortgagee requested by Landlord as additional insured on all liability policies required pursuant to this WorkletterSection 3. Throughout the construction of the Tenant Improvements, Tenant shall notify Landlord promptly of any material deviations from such project schedule. Tenant or its contractor shall construct the Tenant Improvements in a good, first-class and workmanlike manner, free of defects and using new materials and equipment of good quality, and in accordance with the CDs and all applicable Laws, permits and governmental regulations. If Tenant shall fail to complete the Tenant Improvements by the Commencement Date, Tenant's obligation to pay Minimum Annual Rent and Additional Rent hereunder shall nevertheless begin on the Commencement Date. Landlord shall have the right, in its sole discretionfrom time to time throughout the construction process, to decide whether and enter upon the Leased Premises to what extent to use union labor on or in connection with Landlord’s Work, and shall use the TI General Contractor to construct all of Landlord’s TI Work. Landlord and Tenant shall each have a right to approve all subcontractors engaged in connection with the construction of the Tenant Improvements and to review and approve all competitive bids for any elements perform periodic inspections of the Tenant Improvements. Tenant agrees to respond to and address promptly any reasonable concerns raised by Landlord during or as a result of such inspections. Tenant shall complete the Tenant Improvements within a commercially reasonable time after commencement of such work. Where no time period is specified above in this Exhibit B-2, Landlord shall respond to any written consent or approval request that is provided to Landlord within ten (10) business days of the receipt of such request, and Landlord’s failure to provide its refusal or consent within such time period shall be deemed Landlord’s consent or approval in each instance not to be unreasonably withheld, conditioned or delayed by either partythe applicable request.

Construction of Tenant Improvements. Promptly following 4.1 Within ten (10) days after Tenant's and Landlord's approval of the Final TI Working Drawings, Landlord shall apply for Plans including the estimate of the cost of the Tenant Improvements and use reasonable efforts to obtain the necessary permits and approvals to allow construction of Landlord’s TI Work. Upon 's receipt of payment of any such permits and approvals, Landlord shall, at Tenant’s expense (subject to estimated cost exceeding the application amount of the Tenant Improvement Allowance Allowance, Tenant shall cause the contractor to proceed to secure a building permit and commence construction of the Tenant Improvements provided that the Building has in this WorkletterLandlord's reasonable discretion reached the stage of construction where it is appropriate to commence construction of the Tenant Improvements in the Premises. 4.2 Tenant shall be responsible for obtaining all governmental approvals to the full extent necessary for the construction and installation of the Tenant Improvements and for Tenant's occupancy of the Premises, in compliance with all applicable Regulations. Tenant shall employ a contractor or contractors, to be approved by Landlord in writing, to construct the Tenant Improvements in conformance with the approved Space Plan and Plans. The construction contracts between Tenant and the approved contractor shall be subject to Landlord's prior reasonable approval and shall provide for progress payments. The contractor(s) shall be duly licensed and Landlord's approval of the contractor(s) shall be conditioned, among other things, upon the contractor's reputation for quality of work, timeliness of performance, integrity and Landlord's prior experience with such contractor. 4.3 Landlord shall not be liable for any direct or indirect damages suffered by Tenant as a result of delays in construction beyond Landlord's reasonable control, including, but not limited to, delays due to strikes or unavailability of materials or labor, or delays caused by Tenant (including delays by the Space Planner, the contractor or anyone else performing services on behalf of Tenant). 4.4 All work to be performed on the Premises by Tenant or Tenant's contractor or agents shall be subject to the following conditions: (a) Such work shall proceed upon Landlord's written approval of Tenant's contractor, and public liability and property damage insurance carried by Tenant's contractor, and shall further be subject to any other applicable the provisions of Paragraph 8 of the Lease or Lease. (b) All work shall be done in conformity with a valid building permit when required, a copy of this Workletter expressly making which shall be furnished to Landlord before such work is commenced, and in any specific item of expense or cost the responsibility of Landlord)case, diligently construct and complete Landlord’s TI Work substantially in accordance with the Approved TI Plans, subject to Unavoidable Delays and Tenant Delays (if any). Such construction all such work shall be performed in a good and workmanlike manner and shall conform to first-class manner, and in accordance with all applicable governmental codesRegulations and the requirements and standards of any insurance underwriting board, laws and regulations in force at inspection bureau or insurance carrier insuring the time Premises pursuant to the Lease. Notwithstanding any failure by Landlord to object to any such work is completed. Without limiting the generality of the foregoingwork, Landlord shall have no responsibility for Tenant's failure to comply with all applicable Regulations. Tenant shall be responsible for compliance of Landlord’s TI Work with the requirements of the Americans with Disabilities Act ensuring that construction and all similar or related requirements pertaining to access by persons with disabilities, but nothing in this sentence shall be construed to make Landlord responsible for bearing the cost of any such compliance, to the extent the compliance work is reasonably attributable to or related to the particular nature or design installation of the Tenant Improvements or is for any other reason expressly made Tenant’s cost or responsibility under any applicable provision will not affect the structural integrity of the Lease Building. (c) If required by Landlord or any lender of this Workletter. Landlord, all work by Tenant or Tenant's contractor shall be done with union labor in accordance with all union labor agreements applicable to the trades being employed. (d) Landlord or Landlord's agents shall have the right, in its sole discretion, to decide whether and to what extent to use union labor on or in connection with Landlord’s Work, and shall use the TI General Contractor to construct all of Landlord’s TI Work. Landlord and Tenant shall each have a right to approve all subcontractors engaged in connection with inspect the construction of the Tenant Improvements by Tenant during the progress thereof. If Landlord shall give notice of faulty construction or any other deviation from the approved Space Plan or Plans, Tenant shall cause its contractor to make corrections promptly. However, neither the privilege herein granted to Landlord to make such inspections, nor the making of such inspections by Landlord, shall operate as a waiver of any right of Landlord to require good and workmanlike construction and improvements erected in accordance with the approved Space Plan or Plans. (e) Tenant shall cause its contractor to review complete the Tenant Improvements as soon as reasonably possible. (f) Tenant's construction of the Tenant Improvements shall comply with the following: (i) the Tenant Improvements shall be constructed in strict accordance with the approved Space Plan or Plans; (ii) Tenant's and approve its contractor shall submit schedules of all competitive bids work relating to the Tenant Improvements to Landlord for Landlord's approval within fifteen (15) business days following the selection of the contractor and the approval of the Plans. Landlord shall within five (5) business days after receipt thereof inform Tenant of any changes which are necessary and Tenant's contractor shall adhere to such corrected schedule; and (iii) Tenant shall abide by all rules made by Landlord with respect to the use of freight, loading dock, and service elevators, storage of materials, coordination of work with the contractors of other tenants, and any other matter in connection with this Improvement Agreement, including, without limitation, the construction of the Tenant Improvements. (g) Tenant or Tenant's contractor or agents shall arrange for necessary utility, hoisting and elevator service with Landlord's contractor and shall pay such reasonable charges for such services as may be charged by Tenant's or Landlord's contractor. (h) Tenant's entry to the Premises for any elements purpose, including, without limitation, inspection or performance of Tenant construction by Tenant's agents, prior to the date Tenant's obligation to pay rent commences shall be subject to all the terms and conditions of the Lease except the payment of Rent. Tenant's entry shall mean entry by Tenant, its officers, contractors, licensees, agents, servants, employees, guests, invitees, or visitors. (i) Tenant shall promptly reimburse Landlord upon demand for any reasonable expense actually incurred by the Landlord by reason of faulty work done by Tenant or its contractors or by reason of any delays caused by such work, or by reason of inadequate clean-up. (j) Tenant hereby indemnifies and holds Landlord harmless with respect to any and all costs, losses, damages, injuries and liabilities relating in any way to any act or omission of Tenant or Tenant's contractor or agents, or anyone directly or indirectly employed by any of them, in connection with the Tenant Improvements and any breach of Tenant's obligations under this Improvement Agreement, or in connection with Tenant's non-payment of any amount arising out of the Tenant Improvements. Such indemnity by Tenant, as set forth above, shall also apply with respect to any and all costs, losses, damages, injuries, and liabilities related in any way to Landlord's performance or any ministerial acts reasonably necessary (i) to permit Tenant to complete the Tenant Improvements, and (ii) to enable Tenant to obtain any building permit or certificate of occupancy for the Premises. (k) Tenant shall use its best efforts to contractually require its contractor and the subcontractors utilized by Tenant's contractor to guarantee to Tenant and for the benefit of Landlord that the portion of the Tenant Improvements for which it is responsible shall be free from any defects in workmanship and materials for a period of not less than one (1) year from the date of completion thereof. Pursuant to such guarantee, each of Tenant's contractor and the subcontractors utilized by Tenant's contractor shall be responsible for the replacement or repair, without additional charge, of all work done or furnished in accordance with its contract that shall become defective within one (1) year after the later to occur of (i) completion of the work performed by such contractor of subcontractors and (ii) the Term Commencement Date. The correction of such work shall include, without additional charge, all additional expenses and damages incurred in connection with such removal or replacement of all or any part of the Tenant Improvements, and/or the Building and/or common areas that may be damaged or disturbed thereby. Tenant shall use its best efforts to ensure that all such approval warranties or guarantees as to materials or workmanship of or with respect to the Tenant Improvements shall be contained in each instance not the construction contract or subcontract and shall be written such that such guarantees or warranties shall inure to the benefit of both Landlord and Tenant, as their repective interests may appear, and can be unreasonably withheld, conditioned directly enforced by either. Tenant covenants to give to Landlord any assignment or delayed by either partyother assurances which may be necessary to effect such rights of direct enforcement.

Construction of Tenant Improvements. Promptly following approval of the Final TI Working Drawings(a) Tenant intends to design, Landlord shall apply for construct and use reasonable efforts to obtain the necessary permits and approvals to allow construction of Landlord’s TI Work. Upon receipt of such permits and approvals, Landlord shall, at Tenant’s expense (subject install all leasehold improvements to the application of Premises (collectively, the "Tenant Improvement Allowance provided in this Workletter, and subject to any other applicable provisions of the Lease or of this Workletter expressly making any specific item of expense or cost the responsibility of Landlord), diligently construct and complete Landlord’s TI Work substantially Improvements") generally in accordance with Exhibit C and Exhibit C-1 attached hereto and made a part hereof, which are hereby consented to by the Approved TI Plans, subject to Unavoidable Delays and Tenant Delays (if any)Landlord. Such construction shall be performed in a good and workmanlike manner and shall conform to all applicable governmental codes, laws and regulations in force at the time such work is completed. Without limiting the generality of the foregoing, Landlord shall be responsible for compliance of Landlord’s TI Work with the requirements of the Americans with Disabilities Act and all similar or related requirements pertaining to access by persons with disabilities, but nothing in this sentence shall be construed to make Landlord responsible for bearing the cost of any such compliance, to the extent the compliance work is reasonably attributable to or related to the particular nature or design of the Tenant Improvements or is for any other reason expressly made Tenant’s cost or responsibility under any applicable provision of the Lease or of this Workletter. Landlord shall have the right, in its sole discretion, to decide whether and to what extent to use union labor on or in connection with Landlord’s Work, and shall use the TI General Contractor to construct all of Landlord’s TI Work. Landlord and Tenant shall each have provide the Landlord with copies of all construction plans submitted for applicable permits and the final plans and permits secured from the appropriate municipalities and utilities. (b) Tenant shall utilize a right to approve all subcontractors engaged in connection with the general contractor of its choice for construction of the Tenant Improvements and the selection of such contractor shall be subject to review the terms of subsection (d) hereafter. Tenant shall provide all contractors performing Tenant Improvements with a copy of Landlord's Contractor Rules and approve Regulations attached as Exhibit C-2 ("Contractor Guidelines"). In the event of a conflict between the Contractor Guidelines and the provisions of this Lease, the provisions of the Contractor Guidelines shall govern and control. Tenant shall be responsible for causing Tenant's contractors to comply with the Contractor Guidelines, and shall cause such Contractor Guidelines to be incorporated as part of the construction contract with the Contractor engaged by the tenant. Tenant shall be solely responsible for ensuring that the Tenant Improvements are completed in accordance with all competitive bids applicable codes and for all construction and occupancy permits related to the Tenant Improvements. (c) All Tenant Improvements shall be completed at Tenant’s sole cost and expense, subject to payment of the Tenant Improvement Allowance pursuant to Section 1.01(j), which Tenant Reimbursement Allowance shall be reimbursed by the Landlord to the Tenant on a monthly basis as provided in this Lease. Landlord's obligation to make each payment of the Tenant Improvement Allowance to Tenant shall be contingent upon: (i) Tenant providing evidence that all invoices related to the portion of the Tenant Improvement reimbursement being requested have been paid in full and (ii) Landlord's receipt of copies of executed lien waivers from all contractors engaged by the Tenant who have a right to file a mechanic’s lien again the Premises and whose contract exceeds $25,000.00 evidencing that said contractors have been paid in full for completed work to date for which reimbursement from Landlord to Tenant is being requested and lien releases for the disbursements being requested. Provided that (i) Tenant is not in default of the terms of this Lease beyond applicable cure periods and (ii) Tenant has delivered the items required in Section 2.02(c) to Landlord, following the Rent Commencement Date and Landlord’s receipt of Tenant’s payment of the first month’s Rent, Tenant may request that Landlord pay any elements remaining balance of the Tenant Improvement Allowance to Tenant. Payment of installments of the Tenant Improvement Allowance shall be made within thirty (30) days of Tenant’s request and provision of the required documents. To the extent that Landlord does not pay the Tenant Improvement Allowance to the Tenant as provided herein, and provided that Tenant is not in default of the terms of this Lease beyond applicable cure periods and Tenant has provided the executed lien waivers required by this Section 2.02(c), the Tenant shall have the right to offset the Tenant Improvement Allowance, or such applicable portion thereof as has not been paid by the Landlord as provided herein, against the next payments of Rent coming due. Provided, however, if the Landlord disputes in good faith that the Tenant Improvement Allowance requested by the Tenant is not properly due because Tenant is in default of the terms of this Lease beyond applicable cure periods or has failed to provide the executed lien waivers required by this Section 2.02(c), the Landlord shall provide the Tenant within five (5) days of the receipt of the request for the disbursement of the Tenant Improvement Allowance of its reasons therefore. If the parties are not able to resolve the dispute within fifteen (15) days from the date of Tenant’s request for the reimbursement with all required supporting documents, then the matter shall be submitted to resolution in accordance with the provisions of Section 16.16 hereof. Upon completion of the Tenant Improvements, Tenant will provide Landlord with (i) a complete list of all subcontractors, vendors and/or material suppliers contracted for the Tenant Improvements and final lien waivers from all such approval subcontractors, vendors or materials suppliers whose contract amount exceeds $25,000.00 and who has a right to file a mechanic’s lien against the Premises, (ii) Tenant submission to Landlord of as-built drawings documenting the Tenant Improvements, and (iii) a copy of the certificate of occupancy (or other certificates evidencing inspection and acceptance of the Tenant Improvements by appropriate government authorities). (d) This Section 2.02(d) will be in effect while Landlord’s existing construction loan is outstanding. Except as otherwise approved in writing and in advance by Landlord, the following applies to all construction work at the Building and the Premises that is performed by individuals or contractors retained by Landlord or Tenant: All construction work, including interior and tenant finish work and the continuing service maintenance contracts on the heating, ventilation, refrigeration, and air conditioning equipment, shall be performed by union contractors or subcontractors which are parties to and bound by a collective bargaining agreement with labor organizations affiliated with the local union Building and Construction Trades Council and the Area Regional District Council of Carpenters. All contractors and subcontractors shall comply with prevailing craft jurisdictions in the area. The above language shall be included in each instance not to be unreasonably withheldagreement with any contractor, conditioned or delayed subcontractor and tenant, and each party shall comply with the foregoing. The Landlord shall provide the Tenant upon request by either partyTenant with confirmation if the aforesaid provision is still in force and effect.

Construction of Tenant Improvements. Promptly following after execution of this Lease, Landlord shall designate a design consultant to work with Tenant to develop plans and specifications for construction of Tenant's leasehold improvements. Landlord's designated design consultant will meet and consult with Tenant in order to ascertain Tenant's desires with respect to such leasehold improvements. Following such consultation, Landlord will prepare and submit to Tenant, for its approval, plans and specifications showing, in reasonable detail, the design and appearance of the Tenant's leasehold improvements, the materials to be used in the construction thereof, and such other detail or description as may be necessary to adequately define the scope of the work to be performed by Landlord in construction of the Tenant's leasehold improvements as provided below. Tenant, upon receipt of such plans and specifications, shall examine the same and as soon thereafter as is reasonably possible shall inform Landlord, in writing, of any objections to such plans and specifications or comments with respect to requested changes in such plans and specifications. In such event, Landlord shall promptly thereafter propose, in writing, corrective amendments as may be necessary to secure the approval of Tenant and resubmit the same for Tenant's acceptance. Tenant shall not unreasonably withhold its approval of the Final TI Working Drawingsplans and specifications and Landlord and Tenant agree to act in a reasonable manner and with the utmost diligence with respect to the preparation and approval of the plans and specifications and each agrees to refrain from any arbitrary or capricious action in the preparation or approval of such plans and specifications and to act promptly and with all due diligence in the preparation, review and decision-making process. Upon the approval by Landlord and Tenant of the plans and specifications for Tenant's leasehold improvements, Landlord shall apply for and use reasonable efforts to obtain promptly commence the necessary permits and approvals to allow construction of such improvements using Landlord’s TI Work's standard materials and finishes. Upon receipt of such permits and approvalsNotwithstanding Landlord's agreement to construct the Tenant's leasehold improvements as provided herein, Landlord shall, at Tenant’s expense (subject to the application of the Tenant Improvement Allowance provided in this Workletter, and subject to any other applicable provisions of the Lease or of this Workletter expressly making any specific item of expense or cost the responsibility of Landlord), diligently construct and complete Landlord’s TI Work substantially in accordance with the Approved TI Plans, subject to Unavoidable Delays and Tenant Delays (if any). Such construction shall be performed in a good and workmanlike manner and shall conform to all applicable governmental codes, laws and regulations in force at the time such work is completed. Without limiting the generality of the foregoing, Landlord shall be responsible for compliance of Landlord’s TI Work with all costs and expenses relating to the requirements construction of the Americans with Disabilities Act and all similar or related requirements pertaining to access Tenant's leasehold improvements, less any allowance provided by persons with disabilities, but nothing in this sentence shall be construed to make Landlord responsible for bearing the cost of any such compliance, to the extent the compliance work is reasonably attributable to or related to the particular nature or design of the Tenant Improvements or is for any other reason expressly made Tenant’s cost or responsibility under any applicable provision of the Lease or of this Workletteras set forth below. Landlord shall have provide an allowance in the rightamount of Twenty-five dollars and no/cents ($25.00) per rentable square foot or One Hundred Forty Thousand Three Hundred dollars and no/cents ($140,300.00) plus one-half the total overages which are estimated to be Eighteen Thousand Dollars ($18,000.00) which equates to Tenant's share being Nine Thousand Dollars ($9,000.00), in its sole discretion"Tenant's Improvement Allowance", to decide whether be applied to the costs and to what extent to use union labor on or in connection with Landlord’s Workexpenses of Tenant's leasehold improvements. Once the construction drawings have been completed, Landlord will competitively bid the construction utilizing the services of W&M Construction and shall use the TI General Contractor to construct all of Landlord’s TI WorkJames Balazs Construction. Landlord and Tenant will mutually accept xxx xx xxxxx contractors as the general contractor to construct Tenant's Improvements. In the event that the costs and expenses relating to the construction of the leasehold improvements requested by Tenant exceed the Tenant's Improvement Allowance, Landlord shall each have a right inform Tenant of the additional cost to approve all subcontractors engaged Tenant setting forth, in connection with reasonable detail, the items occasioning any excess costs over and above the Tenant's Improvement Allowance and Tenant shall pay one-half the amount thereof to Landlord prior to the commencement of construction of the Tenant Improvements. The overages are estimated to be approximately Eighteen Thousand Dollars ($18,000.00); therefore Tenant shall pay to Landlord Nine Thousand Dollars ($9,000.00) prior to the commencement of construction of the Tenant Improvements and the balance due for change orders when the Premises are ready for occupancy by Tenant. No changes, modifications or alterations in the approved plans and specifications shall be made without the written consent of Landlord. Any additional changes, expenses or costs arising by reason of any change, modification or alteration in the approved plans and specifications made at the request of Tenant, including architect's and design consultant's fees, shall be at the sole cost and expense of Tenant and Landlord shall have the right to review and approve all competitive bids demand payment for such change, modification or alteration prior to Landlord's performance of any elements work in the Premises. Provided there are no delays in the approval of the Tenant Improvementsplans and specifications or the completion of Tenant's leasehold improvements, such approval in each instance not Tenant's obligation to pay Rent hereunder shall commence January 1, 2007; however, rent shall be unreasonably withheld, conditioned or delayed by either partyabated on a day for day basis until delivery of possession.

Construction of Tenant Improvements. Promptly following approval of the Final TI Working Drawings, Landlord Tenant shall apply be responsible for and use reasonable efforts to obtain the necessary permits and approvals to allow construction of Landlord’s TI Work. Upon receipt of such permits and approvals, Landlord shall, at Tenant’s expense (subject to the application of the Tenant Improvement Allowance provided in this Workletter, and subject to any other applicable provisions of the Lease or of this Workletter expressly making any specific item of expense or cost the responsibility of Landlord), diligently construct and complete Landlord’s TI Work substantially in accordance with the Approved TI Plans, subject to Unavoidable Delays and Tenant Delays (if any)Improvements by Contractor. Such construction shall be performed in a good and workmanlike manner and shall conform to all applicable governmental codes, laws and regulations in force at the time such work is completed. Without limiting the generality of the foregoing, Landlord shall be responsible for compliance of Landlord’s TI Work accordance with the requirements of the Americans with Disabilities Act Plans and all similar or related requirements pertaining to access by persons with disabilities, but nothing in this sentence shall be construed to make Landlord responsible for bearing the cost of any such compliance, to the extent the compliance work is reasonably attributable to or related to the particular nature or design Specifications. Construction of the Tenant Improvements or is for any other reason expressly made Tenant’s cost or responsibility under any applicable provision shall be deemed substantially complete (subject to completion of punchlist items) upon receipt by Landlord of the Lease following: (a) a Certificate of Occupancy from the city and upon certification of such fact by Tenant's architect. (b) A certificate from Tenant's general contractor certifying that the Tenant Improvements have been completed in substantial accordance with the approved plans; (c) a final affidavit and lien release from Contractor and final lien releases or of this Workletter. Landlord shall waivers by all subcontractors, material men and other parties who have the rightsupplied labor, in its sole discretion, to decide whether and to what extent to use union labor on material or in connection with Landlord’s Work, and shall use the TI General Contractor to construct all of Landlord’s TI Work. Landlord and Tenant shall each have a right to approve all subcontractors engaged in connection with services for the construction of the Tenant Improvements or who otherwise might be entitled to claim a contractual, statutory or constitutional lien against the property and of which Tenant has knowledge; (d) Tenant shall have delivered to review Landlord a written statement, certified as correct by Tenant, setting forth in reasonable detail the out-of-pocket construction costs incurred by Tenant with respect to Tenant Improvements together with all proof, reasonably satisfactory to Landlords that such invoices have been paid in full and approve all competitive bids for any elements such other information with respect to the construction of the Tenant Improvements as Landlord may reasonably require to enable Landlord to substantiate the costs set forth in Tenant's written statements; and (e) Tenant shall have delivered to Landlord a Certificate of Substantial Completion (as such term is defined in American Institute of Architects Documents B141, Owner Architect Agreement) with respect to the Tenant Improvements, such approval issued by the architect, which shall include the Architect's certification that the Tenant Improvements have been substantially completed in each instance not to be unreasonably withheld, conditioned or delayed by either partyaccordance with the Plans and Specifications.

Construction of Tenant Improvements. Promptly following approval of the Final TI Working Drawings, Landlord shall apply for and use reasonable efforts to obtain the necessary permits and approvals to allow construction of Landlord’s TI Work. Upon receipt of such permits and approvals, Landlord shall(1) Tenant, at Tenant’s expense (sole expense, but subject to the application receipt of the Tenant Improvement Allowance provided (defined below), shall be solely responsible for construction of all leasehold improvements in the Premises as shown on the Plans and Specifications (defined below) (the “Tenant Improvements”). Tenant shall enter into a contract with a general contractor (the “General Contractor”) for all Tenant Improvements. The General Contractor and all subcontractors shall (i) abide by the Landlord’s rules and regulations, a copy of which is attached to the Lease as Schedule 5, and with the rules and regulations set forth in this WorkletterConstruction Rider; (ii) carry insurance covering Landlord as an insured party with such coverages and in such amounts as Landlord may then require and with carriers reasonably acceptable to Landlord to insure Landlord against liability for injury, death or damage for the Tenant Improvements done by the General Contractor and subcontractors; and (iii) be subject to Landlord’s prior written approval if it is the General Contractor or a subcontractor who is furnishing work and/or materials that cost $50,000 or more or involves a structural component of the Building, which shall not be unreasonably withheld. Tenant shall indemnify and hold harmless Landlord from and against all liability, cost, expense and damages incurred as a result of Tenant’s, its General Contractor’s, subcontractors’, architect’s, or engineer’s presence in the Premises or in connection with the Tenant Improvements, except that the foregoing indemnity shall not cover any other applicable amount arising from the negligence or willful misconduct of Landlord or its agents. In connection with construction of the Tenant Improvements, Tenant shall comply with all provisions of the Lease or of and this Workletter expressly making any specific item of expense or cost the responsibility of Landlord), diligently construct and complete Landlord’s TI Work substantially Construction Rider. All Tenant Improvements shall be performed in accordance with the Approved TI PlansPlans and Specifications, subject to Unavoidable Delays lien-free, in accordance with all laws and Tenant Delays (if any). Such construction shall be performed regulations, and in a good and workmanlike manner manner. (2) Within a reasonable period of time after full execution and delivery of this Lease, Tenant shall conform deliver to all applicable governmental codes, laws Landlord the preliminary plans and regulations in force at specifications (the time such work is completed“Preliminary Plans and Specifications”) showing the Tenant Improvements. Without limiting the generality Within ten (10) business days after receipt of the foregoingPreliminary Plans and Specifications, Landlord shall deliver notice to Tenant approving or rejecting the Preliminary Plans and Specifications. Should Landlord fail to deliver such notice within such ten (10) business day period, the Preliminary Plans and Specifications I-1345641.7 shall be responsible for compliance of deemed approved by Landlord. If Landlord rejects the Preliminary Plans and Specifications, Landlord shall deliver with such notice Landlord’s TI Work with the requirements of the Americans with Disabilities Act and all similar or related requirements pertaining to access by persons with disabilities, but nothing in this sentence shall be construed to make Landlord responsible for bearing the cost of any such compliance, requested revisions to the extent Preliminary Plans and Specifications. If Landlord rejects the compliance work is reasonably attributable Preliminary Plans and Specifications, within ten (10) days after receipt of such notice from Landlord, Tenant shall deliver to or related to the particular nature or design of Landlord revised plans and specifications showing the Tenant Improvements or is for any other reason expressly made Tenantand taking into account Landlord’s cost or responsibility under any applicable provision proposed revisions. Within ten (10) business days after Landlord’s receipt of the Lease or of this Workletter. such revised plans and specifications, Landlord shall have deliver notice to Tenant approving or rejecting such plans and specifications. Should Landlord fail to deliver such notice within such ten (10) business day period, the rightPreliminary Plans and Specifications shall be deemed approved by Landlord. This process shall continue until the parties mutually agree on the plans and specifications. The final, in its sole discretion, mutually agreed upon plans and specifications showing the Tenant Improvements shall be referred to decide whether as the “Plans and to what extent to use union labor on or in connection with Landlord’s Work, and shall use the TI General Contractor to construct all of Landlord’s TI Work. Specifications”. (3) Within ten (10) days after Landlord and Tenant agree on the Plans and Specifications, Tenant shall each have a right submit the Plans and Specifications to approve the applicable governmental entity for approval of the Plans and Specifications and issuance of all subcontractors engaged in connection with permits necessary for the construction of the Tenant Improvements Improvements, and to review and approve all competitive bids for any elements Tenant shall thereafter diligently pursue approval by the applicable governmental entity of the Plans and Specifications and receipt of such permits. If Tenant Improvementsdoes not obtain governmental approval of the Plans and Specifications within forty-five (45) days after Tenant submits the Plans and Specifications to the applicable governmental entity, such Landlord may, but is not required to, attempt to obtain the governmental approval in each instance not to be unreasonably withheld, conditioned or delayed by either partyof the Plans and Specifications.

Construction of Tenant Improvements. Promptly following 5.1. Upon Tenant’s approval of the Final TI Working Drawings, Landlord shall apply for Plans including the estimate of the cost of the Tenant Improvements and use reasonable efforts to obtain the necessary permits and approvals to allow construction of Landlord’s TI Work. Upon receipt of payment of any such permits and approvals, Landlord shall, at Tenant’s expense (subject to estimated cost exceeding the application amount of the Tenant Improvement Allowance provided in this Workletter, and subject to any other applicable provisions of the Lease or of this Workletter expressly making any specific item of expense or cost the responsibility of Landlord), diligently construct and complete Landlord’s TI Work substantially in accordance with the Approved TI Plans, subject to Unavoidable Delays and Tenant Delays (if any). Such construction shall be performed in a good and workmanlike manner and shall conform to all applicable governmental codes, laws and regulations in force at the time such work is completed. Without limiting the generality of the foregoingAllowance, Landlord shall be responsible for compliance of Landlord’s TI Work with the requirements of the Americans with Disabilities Act cause its contractor to proceed to secure a building permit and all similar or related requirements pertaining to access by persons with disabilities, but nothing in this sentence shall be construed to make Landlord responsible for bearing the cost of any such compliance, to the extent the compliance work is reasonably attributable to or related to the particular nature or design of the Tenant Improvements or is for any other reason expressly made Tenant’s cost or responsibility under any applicable provision of the Lease or of this Workletter. Landlord shall have the right, in its sole discretion, to decide whether and to what extent to use union labor on or in connection with Landlord’s Work, and shall use the TI General Contractor to construct all of Landlord’s TI Work. Landlord and Tenant shall each have a right to approve all subcontractors engaged in connection with the commence construction of the Tenant Improvements provided that Tenant shall cooperate with Landlord in executing permit applications and performing other actions reasonably necessary to review enable Landlord to obtain any required permits or certificates of occupancy; and approve all competitive bids for any elements provided further that the Building has in Landlord’s discretion reached the stage of construction where it is appropriate to commence construction of the Tenant ImprovementsImprovements in the Premises. 5.2. Without limiting the provisions of Paragraph 35 of the Lease, such approval Landlord shall not be liable for any direct or indirect damages suffered by Tenant as a result of delays in each instance construction beyond Landlord’s reasonable control, including, but not limited to, delays due to strikes or unavailability of materials or labor, or delays caused by Tenant (including delays by the Space Planner, the contractor or anyone else performing services on behalf of Landlord or Tenant). 5.3. If any work is to be unreasonably withheldperformed on the Premises by Tenant or Tenant’s contractor or agents: (a) Such work shall proceed upon Landlord’s written approval of Tenant’s contractor, conditioned public liability and property damage insurance carried by Tenant’s contractor, and detailed plans and specifications for such work, shall be at Tenant’s sole cost and expense and shall further be subject to the provisions of Paragraphs 12 and 27 of the Lease. (b) All work shall be done in conformity with a valid building permit when required, a copy of which shall be furnished to Landlord before such work is commenced, and in any case, all such work shall be performed in accordance with all applicable Regulations. Notwithstanding any failure by Landlord to object to any such work, Landlord shall have no responsibility for Tenant’s failure to comply with all applicable Regulations. (c) If required by Landlord or delayed any lender of Landlord, all work by either partyTenant or Tenant’s contractor or agents shall be done with union labor in accordance with all union labor agreements applicable to the trades being employed. (d) All work by Tenant or Tenant’s contractor or agents shall be scheduled through Landlord. (e) Tenant or Tenant’s contractor or agents shall arrange for necessary utility, hoisting and elevator service with Landlord’s conductor and shall pay such reasonable charges for such services as may be charged by Tenant’s or Landlord’s contractor. (f) Tenant’s entry to the Premises for any purpose, including, without limitation, inspection or performance of Tenant construction by Tenant’s agents, prior to the date Tenant’s obligation to pay rent commences shall be subject to all the terms and conditions of the Lease except the payment of Rent. Tenant’s entry shall mean entry by Tenant, its officers, contractors, licensees, agents, servants, employees, guests, invitees, or visitors. (g) Tenant shall promptly reimburse Landlord upon demand for any reasonable expense actually incurred by the Landlord by reason of faulty work done by Tenant or its contractors or by reason of any delays caused by such work, or by reason of inadequate clean-up.

Construction of Tenant Improvements. Promptly following approval (a) Tenant shall exercise due di1l1gence in preparation of space plans, detailed construction plans, elevations of the Final TI Working Drawingsfacade, and paint schemes ("Tenant's Plans") for all improvements desired by Tenant or required for operation of Tenant's business, including without limitation all changes to the facade of the premises, construction of Automatic Teller Machines and exterior deposit boxes and all sidewalk improvements appurtenant thereto (the "Improvements"), and shall submit Tenant's Plans to Landlord for approval. Landlord shall have fifteen (15) business days from receipt of Tenants Plans in which to review and approve or disapprove them. If Landlord disapproves of Tenants Plans, Landlord shall apply for provide Tenant with written notification of the items of disapproval and use reasonable efforts Tenant shall modify Tenant's Plans accordingly. Landlord's approval will not be unreasonably withheld. Tenant shall cause the Improvements to obtain the necessary permits be designed and approvals constructed in compliance with all applicable laws, building codes and regulations, including but not limited to allow construction of Landlord’s TI Work. Upon receipt of such permits all laws, ordinances, rules and approvals, Landlord shall, at Tenant’s expense (subject regulations relating to the application of Landmark status o! the Tenant Improvement Allowance provided in this WorkletterBuilding, and subject to any other applicable provisions of the Lease or of this Workletter expressly making any specific item of expense or cost the responsibility of Landlord), diligently construct and complete Landlord’s TI Work substantially in accordance with the Approved TI Plans, subject to Unavoidable Delays and Tenant Delays (if any). Such construction shall be performed in a good and workmanlike manner and shall conform to all applicable governmental codes, laws and regulations in force at the time such work is completed. Without limiting the generality of the foregoing, Landlord shall be responsible for compliance of Landlord’s TI Work with the requirements of the Federal Americans with Disabilities Act of 1990 (Pub. L. No. 101-336, 104 Stat. 327), as amended, 42 U.S.C. ss.ss.12101 et seq., California Civil Code Sections 51 and 54.1, Title 24 of the California Administrative code, as amended, including without limitation all of its access, and labor, energy and economy, requirements, and all statutes, rules and regulations supporting and supplementing the foregoing, any and all other laws, rules and regulations relating to the accessibility of the Premises to disabled persons, and all applicable federal, state and local building codes, energy conservation ordinances and inspection and permit requirements, and any and all rules, regulations and requirements promulgated thereunder or under any similar laws, ordinances, rules, regulations and orders (collectively, the "Laws"). Any requests by Tenant during the term of this Lease and any option periods and subsequent terms to alter, add to or related requirements pertaining remove Improvements, or to access by persons with disabilitiesmake subsequent improvements, but nothing in this sentence or for change orders during construction(any and all of which shall be construed referred to make Landlord responsible for bearing herein as "Subsequent Alterations"), shall be governed by the cost of any such complianceforgoing. During construction, Tenant shall permit Landlords representatives access to the extent work in order to inspect the work for compliance with Tenant's Plans and all Laws. Such inspection shall not impose any liability or responsibility for the work on Landlord, it being understood and agreed that such inspection is reasonably attributable to or related to solely for the particular nature or design protection of the interests of Landlord and not intended to confer any benefit or protection upon Tenant. (b) Tenant Improvements or is for any other reason expressly made Tenant’s assumes the sale responsibility and cost or responsibility under any applicable provision of the Lease or of this Workletter. Landlord shall have the right, in its sole discretion, to decide whether design and to what extent to use union labor on or in connection with Landlord’s Work, and shall use the TI General Contractor to construct all of Landlord’s TI Work. Landlord and Tenant shall each have a right to approve all subcontractors engaged in connection with the construction of the Tenant Improvements and Subsequent Alterations. All Tenant improvements and Subsequent Alterations shall be constructed in accordance with plans, specifications and other requirements agreed to review in writing by Landlord and approve all competitive bids for any elements of Tenant. (c) On the Term Commencement Date, Landlord shall pay to Tenant Improvements, such approval in each instance not to be unreasonably withheld, conditioned or delayed by either partySeventy Five Thousand Dollars ($75,000.00).