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 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 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. 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, 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 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 Change Order as part of the Tenant Improvements. Landlord acknowledges that Tenant may hire the General Contractor and/or any subcontractors to perform other work items (in accordance with the terms and conditions of the Lease) within the original Premises concurrently with the Tenant Improvements, provided such approval work does not require changes to the Schedule. Tenant acknowledges that the following items may result in each instance not changes to be unreasonably withheld, conditioned or delayed by either party.the Budget and/or Schedule:

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 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 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 Change Order as part of the Tenant Improvements, such approval . Tenant acknowledges that the following items may result in each instance not changes to be unreasonably withheld, conditioned or delayed by either party.the Budget and/or 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) 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 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 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 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 Tenant’s cost or responsibility under any applicable provision of payable from 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 Contribution to 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 partyextent thereof.

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 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(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 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 partymanner.

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 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 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 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 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 Change Order as part of the Tenant Improvements. Landlord acknowledges that Tenant may hire the General Contractor and/or any subcontractors to perform other work items (in accordance with the terms and conditions of the Lease) within the original Premises concurrently with the Tenant Improvements, provided such approval work does not require changes to the Schedule. Tenant acknowledges that the following items may result in each instance not changes to be unreasonably withheld, conditioned or delayed by either party.the Budget and/or 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 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. 4.

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 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 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 Upon the Final TI Working DrawingsLease Commencement Date, Landlord shall apply for and use reasonable efforts deliver the Premises to obtain the necessary permits and approvals to allow construction of Landlord’s TI WorkTenant in “as is” condition. Upon receipt of such permits and approvals, Landlord shallTenant shall be responsible, at Tenant’s its sole cost and expense (subject to Landlord’s Contribution as specified in Section 3 below) for building out the application of Premises pursuant to the final, approved Tenant Construction Documents. In performing the Tenant Improvement Allowance Improvements, except as otherwise expressly provided in this WorkletterExhibit C, and subject to any other applicable Tenant shall comply with all of the provisions of the Lease or of this Workletter expressly making any specific item of expense or cost with respect to Alterations. Tenant shall cause the responsibility of Landlord), diligently construct Tenant Improvements to the Premises pursuant to the Tenant Construction Documents to be built out by a contractor designated and complete Landlord’s TI Work substantially in accordance with the Approved TI Plansemployed by Tenant, subject to Unavoidable Delays the following terms and conditions: (i) The contractor designated by Tenant Delays (if any)"Tenant's Contractor") must be qualified and experienced in constructing tenant improvements in first-class buildings comparable to the Building, and must be approved by Landlord in its reasonable discretion. Such construction Subcontractors employed by Tenant's Contractor shall be subject to similar approval by Landlord. (ii) All work performed by Tenant's Contractor and its subcontractors shall be performed in a good and workmanlike manner and shall conform to manner, in accordance with 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 and 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 final approved 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 WorkletterConstruction Documents. Landlord shall have the rightright to cause Tenant to correct, replace or remove any improvements installed in its sole discretion, to decide whether the Premises by Tenant's Contractor or subcontractors that do not comply with the preceding sentence. (iii) Tenant's Contractor and to what extent to use union labor on or in connection all subcontractors employed by Tenant's Contractor shall comply with Landlord’s Workall reasonable work rules and regulations adopted by Landlord for the Building, and shall use coordinate on a weekly basis with Landlord's property manager concerning construction-related matters. (iv) Tenant's Contractor and subcontractors shall post payment and performance bonds if required to do so by Landlord, and shall maintain such insurance coverages as may be reasonably required by Landlord. (v) Should any mechanic's or materialman's lien or other construction lien be filed against the TI General Contractor Premises or the Building with respect to construct all of Landlord’s TI Work. Landlord and the Tenant Improvements, Tenant shall each have a right to approve all subcontractors engaged in connection with promptly bond or pay off such lien. (vi) Tenant shall be solely responsible for the progress of construction of for the Tenant Improvements to the Premises and to review and approve all competitive bids for the quality or fitness thereof. Tenant shall be strictly liable for any elements damage to the Building or the base-building systems caused by Tenant, Tenant's Contractor, or any subcontractor (notwithstanding anything to the contrary contained in the Lease). (vii) Copies of all building permits, certificates of occupancy and other governmental and association notices, permits or licenses received with respect to the Tenant Improvements shall be promptly furnished to Landlord. (viii) Upon completion of the Tenant Improvements, Tenant shall deliver to Landlord a set of Mylar-reproducible "as-built" drawings of the Tenant Improvements. Notwithstanding anything to the contrary, in the event that Tenant desires, as part of its Tenant Improvements and as shown on the approved Tenant Construction Documents, to convert the south-eastern car parking area to an area for trailer storage, then Landlord agrees to use commercially reasonable efforts to obtain approval from the Township of Robbinsville for such approval in each instance not modification; provided that Tenant shall be responsible, at its sole cost and expense (but subject to be unreasonably withheldthe Landlord’s Contribution, conditioned or delayed by either partyas set forth below), for all costs and expenses of constructing such trailer storage area, including without limitation any architectural and engineering costs and other costs associated therewith.

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 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 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 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 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 (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. 2.

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 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 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 (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 Tenant Improvements or is for any other reason expressly made Tenant’s cost or responsibility under any applicable provision interests 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 not intended to approve all subcontractors engaged in connection with the construction of the Tenant Improvements and to review and approve all competitive bids for confer any elements of the Tenant Improvements, such approval in each instance not to be unreasonably withheld, conditioned benefit or delayed by either partyprotection upon Tenant.

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 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 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 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 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 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 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 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 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 approval of After the Final TI Working DrawingsTenant Improvement ----------------------------------- Plans have been prepared and approved, and building permits for the Tenant Improvements have been issued, Landlord shall apply enter into a construction contract with its contractor for the installation of the Tenant Improvements in accordance with the Tenant Improvement Plans. The Tenant Improvements shall be constructed in a good, workmanlike and use reasonable efforts lien free manner, and in conformance with applicable building codes. Landlord shall supervise the completion of the Tenant Improvements at no charge to obtain Tenant. Landlord shall cause the necessary permits Tenant Improvements to be completed in accordance with the Work Schedule. The cost of the Tenant Improvements shall be paid as provided in Paragraph 6 below. ----------- Landlord shall cause to be prepared and approvals delivered to allow construction of Tenant, as quickly as possible upon Landlord’s TI Work. Upon receipt of such permits and approvals, Landlord shall, at Tenant’s expense (subject to the application 's approval of the Tenant Improvement Allowance provided in this WorkletterPlans, and subject to any other applicable provisions an estimate of the Lease or of this Workletter expressly making any specific item of expense or total cost for 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 Improvements (if any"Cost Estimate"). Such construction shall be performed Within ten ------------- (10) days after receipt thereof, at its election (i) Tenant may approve the Cost Estimate, or (ii) Tenant may make changes to the Tenant Improvement Plans that are necessary, in a good and workmanlike manner and shall conform Tenant's opinion, to all applicable governmental codes, laws and regulations in force at reduce costs. Notwithstanding anything to the time such work is completed. Without limiting the generality of the foregoingcontrary herein, 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 not unreasonably withhold its approval of the Tenant Improvements Improvement Plans or is for any other reason expressly made Tenant’s cost or responsibility under any applicable provision of changes to 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 WorkTenant Improvement Plans, and Landlord and Tenant shall use confer and negotiate in good faith to reach agreement upon the TI General Tenant Improvement Plans, modifications to the Tenant Improvement Plans, and the Cost Estimate as a consequence of such modifications. The Tenant Improvement Plans shall be bid by the Contractor to construct all of Landlord’s TI Workat least three (3) mutually approved subcontractors, if requested by Tenant. Landlord and Tenant shall each have a the right to receive the bids and Landlord agrees to permit Tenant to assist in negotiating subcontractor fees and bid costs for labor and materials and to designate the lowest bidding subcontractor to be selected. Tenant shall have the right to reasonably approve the contract between Landlord and Contractor and to have copies of all subcontractors engaged in connection with contracts between the Contractor and the subcontracts. The construction agreement between Landlord and Contractor shall provide that Contractor shall (a) provide and pay for all labor, materials, equipment, tools, construction equipment and machinery, water, heat and utilities, transportation and other facilities and services necessary for proper execution and completion of the Tenant Improvements; (b) supervise and direct the construction of the Tenant Improvements using contractor's best skills and to review attention and approve be fully responsible for and have control over construction means, methods, techniques, sequences and procedures for coordinating all competitive bids for any elements portions of the work under the contract; (c) review, approve and submit to Tenant's architect shop drawings, product data, samples and submittals required by the contract documents with promptness and in sequence as to cause no delay in the construction schedule; (d) take appropriate field measurements and verify field conditions before commencing construction of Tenant Improvements; and (e) take reasonable precautions for safety and provide reasonable protection to prevent damage, such approval in each instance not to be unreasonably withheld, conditioned injury or delayed by either partyloss.

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 Upon Tenant’s payment to Landlord of the Final TI Working Drawings, Landlord shall apply for and use reasonable efforts to obtain the necessary permits and approvals to allow construction total amount 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, changes 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 rightImprovements, in its sole discretionif any, to decide whether and to what extent to use union labor on or in connection with Landlord’s Work, contractor shall commence 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 diligently proceed with the construction of the Tenant Improvements Improvements, subject to Tenant Delays (as described in Section 4 below) and to review and approve all competitive bids for any elements Force Majeure Delays (as described in Section 5 below). Promptly upon the commencement of the Tenant Improvements, such approval in each instance not Landlord shall furnish Tenant with a construction schedule letter setting forth the projected completion dates therefor and showing the deadlines for any actions required to be unreasonably withheldtaken by Tenant during such construction, conditioned and Landlord may from time to time during construction of the Tenant Improvements modify such schedule. The Tenant Improvements shall be constructed and completed in accordance with all applicable Laws including ADA and Title 24 and any compliance-related obligations triggered by the Tenant Improvements (including statutory obligations, building code requirements, ADA requirements, and Title 24 obligations) shall be remedied at Landlord's sole cost, unless and to the extent such compliance-related obligations are required in connection with Tenant’s particular use of the Premises that is other than typical office use. Landlord shall be solely responsible for all claims, damages, or delayed costs and expenses arising from the negligence or intentional misconduct of EXHIBIT B 4841-8439-3092.v2 Landlord’s contractors and agents in connection with the construction and completion of the Tenant Improvements, unless and to the extent such claims are caused by either partythe negligence or willful misconduct of Tenant or any Tenant Indemnitees. Tenant shall have no duty to see that the Tenant Improvements, including the design or construction thereof, comply with applicable Laws, including all applicable codes, rules and regulations.

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 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 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 Change Order as part of the Tenant Improvements, such approval . Tenant acknowledges that the following items may result in each instance not changes to be unreasonably withheld, conditioned or delayed by either party.the Budget and/or Schedule:

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 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 (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. 2.