Common use of Final Tenant Improvement Plans Clause in Contracts

Final Tenant Improvement Plans. Within twenty-five (25) days following approval of the Approved Space Plan, Landlord will prepare or cause Architect to prepare plans and specifications for the Tenant Improvement Work (“Working Drawings”) which are consistent with the Approved Space Plan and include Tenant’s final material selections (“Material Selections”). So long as the Working Drawings are consistent with the Approved Space Plan and the Material Selections, Tenant will approve the Working Drawings within five (5) Business Days after Tenant’s receipt of the Working Drawings (or, if not consistent, notify Landlord of the inconsistency) from Landlord or Architect by providing a separate written approval. Tenant’s failure to timely do so will be deemed an approval of the Working Drawings. If there are any inconsistencies of the Working Drawings from the Approved Space Plan and Material Selections, then Landlord and Tenant agree to meet, discuss and cooperate in good faith to address the inconsistencies within five (5) Business Days after Landlord’s receipt of Tenant’s comments. After approval of the Working Drawings, Landlord will prepare, or cause Architect to prepare, final plans and specifications for the Tenant Improvement Work (“Final Tenant Improvement Plans”) which are consistent with the Working Drawings and which will be used by Landlord to bid the Tenant Improvement Work and obtain the permits necessary to enable the selected contractor to construct the Tenant Improvement Work. So long as the Final Tenant Improvement Plans are consistent with the Working Drawings agreed upon by Landlord and Tenant, Tenant will approve the Final Tenant Improvement Plans (or, if not consistent, notify Landlord of the inconsistency) within five (5) Business Days after Tenant’s receipt of the Final Working Drawings from Landlord or Architect by providing a separate written approval. Tenant’s failure to timely do so will be deemed an approval of the Final Tenant Improvement Plans. Landlord and Tenant agree to meet, discuss and cooperate in good faith to address any inconsistency of the Final Tenant Improvement Plans from the Working Drawings within five (5) Business Days after Landlord’s receipt of Tenant’s comments. With prior written notice to Tenant, Landlord and/or Architect may make non-material changes to the Final Tenant Improvement Plans as may be required by any municipal authority in order to obtain the building permit necessary to complete the Tenant Improvement Work. If any municipal authority requires material changes to the Final Tenant Improvement Plans, Landlord and Tenant will cooperate in good faith to finalize and approve the necessary changes within five (5) Business Days after notice from the municipal authority. Tenant’s approval of any material changes to the Final Tenant Improvement Plans will be evidenced by a separate written approval in a form reasonably designated by Landlord. The date that Landlord obtains the building permit required to commence construction of the Final Tenant Improvement Plans will be known as the “Plan Approval Date.”

Final Tenant Improvement Plans. Within twenty-five (25) days following approval of Tenant shall submit the Approved Space Plan, Landlord will prepare or cause Architect to prepare plans and specifications for the approved Tenant Improvement Work (“Working Drawings”) which Drawings to the Palo Alto Building Department for a Tenant Improvement building permit prior to the commencement of such work. The Tenant Improvement Working Drawings as modified by the City of Palo Alto are consistent with the Approved Space Plan and include Tenant’s final material selections (“Material Selections”). So long defined herein as the Working Drawings are consistent with the Approved Space Plan and the Material Selections, Tenant will approve the Working Drawings within five (5) Business Days after Tenant’s receipt of the Working Drawings (or, if not consistent, notify Landlord of the inconsistency) from Landlord or Architect by providing a separate written approval. Tenant’s failure to timely do so will be deemed an approval of the Working Drawings. If there are any inconsistencies of the Working Drawings from the Approved Space Plan and Material Selections, then Landlord and Tenant agree to meet, discuss and cooperate in good faith to address the inconsistencies within five (5) Business Days after Landlord’s receipt of Tenant’s comments. After approval of the Working Drawings, Landlord will prepare, or cause Architect to prepare, final plans and specifications for the Tenant Improvement Work (“Final Tenant Improvement Plans”) which are consistent with the Working Drawings and which will be used by .” Prior to commencing construction. Tenant shall deliver to Landlord to bid the Tenant Improvement Work and obtain the permits necessary to enable the selected contractor to construct the Tenant Improvement Work. So long as the Final Tenant Improvement Plans are consistent with the Working Drawings agreed upon by Landlord and Tenant, Tenant will approve the Final Tenant Improvement Plans (or, if not consistent, notify Landlord a copy of the inconsistency) within five (5) Business Days after Tenant’s receipt City of the Final Working Drawings from Landlord or Architect by providing a separate written approval. Tenant’s failure to timely do so will be deemed an approval of Palo Alto building permit for the Final Tenant Improvement Plans. Landlord and Tenant agree to meet, discuss and cooperate in good faith to address any inconsistency of the Final Tenant Improvement Plans from the Working Drawings within five (5) Business Days after Landlord’s receipt of Tenant’s comments. With prior written notice to Tenant, Landlord and/or Architect may make non-Any material changes to the Final Tenant Improvement Plans as may shall be required by any municipal authority subject to Landlord’s prior written approval, which shall not be unreasonably withheld. Any material deviation in order to obtain construction from the building permit necessary to complete the Tenant Improvement Work. If any municipal authority requires material changes to design specifications and criteria set forth in the Final Tenant Improvement Plans, other than as approved in writing by Landlord (such approval not to be unreasonably withheld or delayed), shall constitute a default for which Landlord may, within ten (10) business days after giving written notice to Tenant, elect to exercise the remedies available in the event of default under the provisions of this Lease, unless such default is cured within such ten (10) business day period, or, if the cure reasonably requires more than ten (10) business days, unless such default is cured as soon as reasonably practicable but in no event later than sixty (60) days after Landlord’s notice to Tenant. Only new materials shall be used in the construction of the Tenant Improvements, except with the written consent of Landlord. Tenant acknowledges that it will engage the Tenant Improvement Architect, the Tenant Improvement Project Manager, and the Tenant will cooperate in good faith to finalize Improvement Contractor, and approve shall be solely responsible for the necessary changes within five (5) Business Days after notice from actions and omissions of its architects, engineers, contractors, and project/construction managers and for any loss, liability, claim, cost, damage or expense suffered by Landlord or any other entity or person as a result of the municipal authorityacts or omissions of its architect, engineers or project/construction managers. TenantLandlord’s approval of any material changes of Tenant’s architects, engineers or project/construction managers and of any documents prepared by any of them shall not be for the benefit of Tenant or any third party, and Landlord shall have no duty to Tenant or to any third parties for the actions or omissions of Tenant’s architects, engineers or project/construction managers. Tenant shall indemnify and hold harmless Landlord from and against any and all losses, costs, damages, claims and liabilities arising from the actions or omissions of Tenant’s architects, engineers and project/construction managers. The Tenant Improvements shall be constructed by Tenant Improvement Contractor in accordance with the Final Tenant Improvement Plans will be evidenced Plans, in compliance with all of the terms and conditions of this Work Letter and the Lease, and with all applicable Laws and Restrictions. The Tenant Improvement Contractor shall obtain a builder’s risk policy of insurance in an amount and form and issued by a separate carrier reasonably satisfactory to Landlord, and its subcontractors shall carry worker’s compensation insurance for their employees as required by law. The builder’s risk policy of insurance shall name Landlord as an additional insured and shall not be cancelable without at least 30 days’ prior written approval notice to Landlord. Tenant shall notify Landlord of its intention to commence construction ten (10) days prior to commencement, which commencement shall allow for Tenant’s Improvements to be completed no later than December 31, 2007, subject to any delays caused by Landlord’s delay in responding to plans. Landlord shall have the right to post in a form reasonably designated by Landlordconspicuous location on the Building or the Premises, as well as record with the County of Santa Xxxxx, a Notice of Nonresponsibility. The date that Tenant shall provide Landlord obtains with a copy of the City of Palo Alto building permit required to commence allowing for the construction of the Final Tenant Improvement Plans will prior to commencement of construction of the Tenant Improvements. Tenant shall, and shall cause Tenant’s Project Manager to, use commercially reasonable efforts to cause construction of the Final Tenant Improvement Plans to be known performed in as efficient a manner as is commercially reasonable. All work to be performed inside or outside of the Building shall be coordinated with Landlord. Tenant and the Tenant Improvement Contractor shall conduct their work and employ labor in such manner as to maintain harmonious labor relations. Tenant shall complete construction of the Final Tenant Improvement Plans for the entirety of the Leased Premises to allow for occupancy (excepting cafeteria) no later than the Lease Commencement Date, subject to delays caused by Force Majeure. Tenant, at Tenant’s sole cost and expense, shall clear debris resulting from the Tenant Improvement construction as necessary so as not to interfere with the construction of the Landlord’s Work. No trash, or other debris, or other waste may be deposited at any time outside the Building except in containers reasonably approved by Landlord. If so, Landlord may, after written notice to Tenant, remove it at Tenant’s expense, which expense shall equal the cost of removal plus ten percent (10%) of such costs as a management fee. Storage of Tenant Improvement construction materials, tools and equipment shall be coordinated with Landlord’s contractor. Tenant shall reimburse Landlord on demand for the cost of repairing any damage to the Building caused by Tenant Improvement Contractor and its subcontractors during the construction of the Tenant Improvements. Upon completion of the Tenant Improvements, Tenant shall cause the Building and the Outside Areas to be clean and free from construction debris resulting from Tenant’s Tenant Improvement construction. Tenant shall submit to Landlord on or before the Lease Commencement Date (as defined in the Lease) a Certificate of Substantial Completion, AIA Document G704, by its Tenant Improvement Architect for the Final Tenant Improvement Plans, a copy of all final inspection cards for the Tenant Improvements signed by the appropriate City of Palo Alto inspector and the Temporary Certificate of Occupancy from the City of Palo Alto. Tenant shall submit to Landlord two CDs containing copies of all Tenant Improvement as-built plans and specifications, warranties, and operating manuals covering all of the work in the Final Tenant Improvement Plans. Tenant hereby assigns to Landlord on a non-exclusive basis any and all rights Tenant may have under such warranties, without in any way obligating Landlord to pursue or prosecute such rights. Tenant shall retain the right to pursue or prosecute any such rights to the extent that Landlord does not do so. Any minor work required for Tenant’s occupancy of the Leased Premises but not included in the Final Tenant Improvement Plans such as the “Plan Approval Dateprocurement and installation of furniture, fixtures, equipment, interior artwork and signage, shall not require Landlord approval but shall be installed in a good and workmanlike manner by Tenant.”

Final Tenant Improvement Plans. Within twenty-five (25) days following approval of Tenant shall submit the Approved Space Plan, Landlord will prepare or cause Architect to prepare plans and specifications for the approved Tenant Improvement Work (“Working Drawings”) which Drawings to the Santa Xxxxx Building Department for a Tenant Improvement building permit prior to the commencement of such work. The Tenant Improvement Working Drawings as modified by the City are consistent with the Approved Space Plan and include Tenant’s final material selections (“Material Selections”). So long defined herein as the Working Drawings are consistent with the Approved Space Plan and the Material Selections, Tenant will approve the Working Drawings within five (5) Business Days after Tenant’s receipt of the Working Drawings (or, if not consistent, notify Landlord of the inconsistency) from Landlord or Architect by providing a separate written approval. Tenant’s failure to timely do so will be deemed an approval of the Working Drawings. If there are any inconsistencies of the Working Drawings from the Approved Space Plan and Material Selections, then Landlord and Tenant agree to meet, discuss and cooperate in good faith to address the inconsistencies within five (5) Business Days after Landlord’s receipt of Tenant’s comments. After approval of the Working Drawings, Landlord will prepare, or cause Architect to prepare, final plans and specifications for the Tenant Improvement Work (“Final Tenant Improvement Plans”) which are consistent with the Working Drawings and which will be used by Landlord .” Prior to bid the Tenant Improvement Work and obtain the permits necessary to enable the selected contractor to construct the Tenant Improvement Work. So long as the Final Tenant Improvement Plans are consistent with the Working Drawings agreed upon by Landlord and Tenantcommencing construction, Tenant will approve the Final Tenant Improvement Plans (or, if not consistent, notify shall deliver to Landlord a copy of the inconsistency) within five (5) Business Days after Tenant’s receipt City of the Final Working Drawings from Landlord or Architect by providing a separate written approval. Tenant’s failure to timely do so will be deemed an approval of Santa Xxxxx building permit for the Final Tenant Improvement Plans. Landlord and Tenant agree shall have the right to meet, discuss and cooperate in good faith to address any inconsistency install a key card security system for the exterior doors of the Final Tenant Improvement Plans from Building and in the Working Drawings within five (5) Business Days after elevator cabs, subject to Landlord’s receipt of approval over the plans and specifications therefor as set forth below. Tenant shall have the right, but not the obligation, to achieve LEED Silver, Gold or Platinum for the Tenant Improvements. In addition, Tenant, at Tenant’s commentssole discretion, may elect not to achieve any LEED certification. With prior written notice to Tenant, Landlord and/or Architect may make non-Any material changes to the Final Tenant Improvement Plans shall be subject to Landlord’s prior written approval, which shall not be unreasonably withheld or delayed. Only new materials or other materials of good quality (such as may recycled or reclaimed materials) shall be required by any municipal authority used in order to obtain the building permit necessary to complete construction of the Tenant Improvements, except with the written consent of Landlord, which consent shall not be unreasonably withheld. Tenant acknowledges that it will engage the Tenant Improvement WorkArchitect, the Tenant Improvement Project Manager, and the Tenant Improvement Contractor, and Landlord shall not be liable for the actions and omissions of Tenant’s architects, engineers, contractors, and project/construction managers. If Landlord’s approval of any municipal authority requires material changes of Tenant’s architects, engineers or project/construction managers and of any documents prepared by any of them shall not be for the benefit of Tenant or any third party, and Landlord shall have no duty to Tenant or to any third parties for the actions or omissions of Tenant’s architects, engineers or project/construction managers. Building G The Tenant Improvements shall be constructed by Tenant Improvement Contractor in accordance with the Final Tenant Improvement Plans, Landlord in compliance with all of the terms and conditions of this Work Letter and the Lease, and with all applicable Laws and Restrictions. Tenant will cooperate in good faith to finalize and approve or the necessary changes within five (5) Business Days after notice from the municipal authority. Tenant’s approval of any material changes to the Final Tenant Improvement Plans will be evidenced Contractor shall obtain a builder’s risk policy of insurance in an amount and form and issued by a separate carrier reasonably satisfactory to Landlord, and its subcontractors shall carry worker’s compensation insurance for their employees as required by law. The builder’s risk policy of insurance shall name Landlord as an additional insured and shall not be cancelled without at least thirty (30) days’ prior written approval notice to Landlord. Tenant shall notify Landlord of its intention to commence construction ten (10) days prior to commencement and shall again notify Landlord of actual commencement within one (1) business day thereafter. Landlord shall have the right to post in a form reasonably designated by Landlordconspicuous location on the Building or the Leased Premises, as well as record with the County of Santa Xxxxx, a Notice of Nonresponsibility. The date that Tenant shall provide Landlord obtains with a copy of the City of Santa Xxxxx building permit required to commence allowing for the construction of the Final Tenant Improvement Plans will prior to commencement of construction of the Tenant Improvements. All work to be known performed inside or outside of the Building shall be coordinated with Landlord. Tenant and the Tenant Improvement Contractor shall conduct their work and employ labor in such manner as to maintain harmonious labor relations, and Landlord and Tenant shall reasonably cooperate with each other with respect to securing their respective entitlements/building permits and avoiding interfering with each other’s respective work. Tenant shall submit to Landlord on or before the Lease Commencement Date (as defined in the Lease) a Certificate of Substantial Completion, AIA Document G704, by its Tenant Improvement Architect for the Final Tenant Improvement Plans, a copy of all final inspection cards for the Tenant Improvements signed by the appropriate City of Santa Xxxxx inspector and the Temporary Certificate of Occupancy from the City of Santa Xxxxx. Tenant shall submit to Landlord two CDs containing copies of all Tenant Improvement as-built plans and specifications (including but not limited to final as-built design-build mechanical, electrical, and plumbing plans), warranties, and operating manuals covering all of the work in the Final Tenant Improvement Plans. Any minor work required for Tenant’s occupancy of the Leased Premises but not included in the Final Tenant Improvement Plans such as the “Plan Approval Dateprocurement and installation of furniture, fixtures, equipment, interior artwork and signage, shall not require Landlord approval but shall be installed in a good and workmanlike manner by Tenant.”

Final Tenant Improvement Plans. Within twenty-five (25) days following approval of Tenant shall submit the Approved Space Plan, Landlord will prepare or cause Architect to prepare plans and specifications for the approved Tenant Improvement Work (“Working Drawings”) which Drawings to the Palo Alto Building Department for a Tenant Improvement building permit prior to the commencement of such work. The Tenant Improvement Working Drawings as modified by the City of Palo Alto are consistent with the Approved Space Plan and include Tenant’s final material selections (“Material Selections”). So long defined herein as the Working Drawings are consistent with the Approved Space Plan and the Material Selections, Tenant will approve the Working Drawings within five (5) Business Days after Tenant’s receipt of the Working Drawings (or, if not consistent, notify Landlord of the inconsistency) from Landlord or Architect by providing a separate written approval. Tenant’s failure to timely do so will be deemed an approval of the Working Drawings. If there are any inconsistencies of the Working Drawings from the Approved Space Plan and Material Selections, then Landlord and Tenant agree to meet, discuss and cooperate in good faith to address the inconsistencies within five (5) Business Days after Landlord’s receipt of Tenant’s comments. After approval of the Working Drawings, Landlord will prepare, or cause Architect to prepare, final plans and specifications for the Tenant Improvement Work (“Final Tenant Improvement Plans”) which are consistent with the Working Drawings and which will be used by Landlord .” Prior to bid the Tenant Improvement Work and obtain the permits necessary to enable the selected contractor to construct the Tenant Improvement Work. So long as the Final Tenant Improvement Plans are consistent with the Working Drawings agreed upon by Landlord and Tenantcommencing construction, Tenant will approve the Final Tenant Improvement Plans (or, if not consistent, notify shall deliver to Landlord a copy of the inconsistency) within five (5) Business Days after Tenant’s receipt City of the Final Working Drawings from Landlord or Architect by providing a separate written approval. Tenant’s failure to timely do so will be deemed an approval of Palo Alto building permit for the Final Tenant Improvement Plans. Landlord and Tenant agree to meet, discuss and cooperate in good faith to address any inconsistency of the Final Tenant Improvement Plans from the Working Drawings within five (5) Business Days after Landlord’s receipt of Tenant’s comments. With prior written notice to Tenant, Landlord and/or Architect may make non-Any material changes to the Final Tenant Improvement Plans as may shall be required by any municipal authority subject to Landlord’s prior written approval, which shall not be unreasonably withheld. Any material deviation in order to obtain construction from the building permit necessary to complete the Tenant Improvement Work. If any municipal authority requires material changes to design specifications and criteria set forth in the Final Tenant Improvement Plans, other than as approved in writing by Landlord (such approval not to be unreasonably withheld or delayed), shall constitute a default for which Landlord may, within ten (10) business days after giving written notice to Tenant, elect to exercise the remedies available in the event of default under the provisions of this Lease, unless such default is cured within such ten (10) business day period, or, if the cure reasonably requires more than ten (10) business days, unless such default is cured as soon as reasonably practicable but in no event later than sixty (60) days after Landlord’s notice to Tenant. Only new materials shall be used in the construction of the Tenant Improvements, except with the written consent of Landlord. Tenant acknowledges that it will engage the Tenant Improvement Architect, the Tenant Improvement Project Manager, and the Tenant will cooperate in good faith to finalize Improvement Contractor, and approve shall be solely responsible for the necessary changes within five (5) Business Days after notice from actions and omissions of its architects, engineers, contractors, and project/construction managers and for any loss, liability, claim, cost, damage or expense suffered by Landlord or any other entity or person as a result of the municipal authorityacts or omissions of its architect, engineers or project/construction managers. TenantLandlord’s approval of any material changes of Tenant’s architects, engineers or project/construction managers and of any documents prepared by any of them shall not be for the benefit of Tenant or any third party, and Landlord shall have no duty to Tenant or to any third parties for the actions or omissions of Tenant’s architects, engineers or project/construction managers. Tenant shall indemnify and hold harmless Landlord from and against any and all losses, costs, damages, claims and liabilities arising from the negligent acts or omissions of Tenant’s architects, engineers and project/construction managers. The Tenant Improvements shall be constructed by Tenant Improvement Contractor in accordance with the Final Tenant Improvement Plans will be evidenced by a separate written approval Plans, in compliance with all of the terms and conditions of this Work Letter and the Lease, and with all applicable Laws and Restrictions. The Tenant Improvement Contractor shall obtain and maintain the insurance coverages set forth on Schedule 1 attached to this Exhibit. Tenant shall notify Landlord of its intention to commence construction ten (10) days prior to commencement and shall again notify Landlord of actual commencement within one (1) business day thereafter. Landlord shall have the right to post in a form reasonably designated by Landlordconspicuous location on the Building or the Leased Premises, as well as record with the County of Santa Xxxxx, a Notice of Nonresponsibility. The date that Tenant shall provide Landlord obtains with a copy of the City of Palo Alto building permit required to commence allowing for the construction of the Final Tenant Improvement Plans will be known as prior to commencement of construction of the “Plan Approval DateTenant Improvements.”

Final Tenant Improvement Plans. Within twenty-five (25) days following approval of Tenant shall submit the Approved Space Plan, Landlord will prepare or cause Architect to prepare plans and specifications for the approved Tenant Improvement Work (“Working Drawings”) which Drawings to the local building department for a Tenant Improvement building permit prior to the commencement of such work. The Tenant Improvement Working Drawings as modified by the local governing body are consistent with the Approved Space Plan and include Tenant’s final material selections (“Material Selections”). So long defined herein as the Working Drawings are consistent with the Approved Space Plan and the Material Selections, Tenant will approve the Working Drawings within five (5) Business Days after Tenant’s receipt of the Working Drawings (or, if not consistent, notify Landlord of the inconsistency) from Landlord or Architect by providing a separate written approval. Tenant’s failure to timely do so will be deemed an approval of the Working Drawings. If there are any inconsistencies of the Working Drawings from the Approved Space Plan and Material Selections, then Landlord and Tenant agree to meet, discuss and cooperate in good faith to address the inconsistencies within five (5) Business Days after Landlord’s receipt of Tenant’s comments. After approval of the Working Drawings, Landlord will prepare, or cause Architect to prepare, final plans and specifications for the Tenant Improvement Work (“Final Tenant Improvement Plans”) which are consistent with the Working Drawings and which will be used by Landlord .” Prior to bid the Tenant Improvement Work and obtain the permits necessary to enable the selected contractor to construct the Tenant Improvement Work. So long as the Final Tenant Improvement Plans are consistent with the Working Drawings agreed upon by Landlord and Tenantcommencing construction, Tenant will approve the Final Tenant Improvement Plans (or, if not consistent, notify shall deliver to Landlord a copy of the inconsistency) within five (5) Business Days after Tenant’s receipt of the Final Working Drawings from Landlord or Architect by providing a separate written approval. Tenant’s failure to timely do so will be deemed an approval of building permit for the Final Tenant Improvement Plans. Landlord and Tenant agree to meet, discuss and cooperate in good faith to address any inconsistency of the Final Tenant Improvement Plans from the Working Drawings within five (5) Business Days after Landlord’s receipt of Tenant’s comments. With prior written notice to Tenant, Landlord and/or Architect may make non-Any material changes to the Final Tenant Improvement Plans as may shall be required by any municipal authority subject to Landlord’s prior written approval, which shall not be unreasonably withheld. Any material deviation in order to obtain construction from the building permit necessary to complete the Tenant Improvement Work. If any municipal authority requires material changes to design specifications and criteria set forth in the Final Tenant Improvement Plans, other than as approved in writing by Landlord (such approval not to be unreasonably withheld or delayed), shall constitute a default for which Landlord may, within ten (10) business days after giving written notice to Tenant, elect to exercise the remedies available in the event of default under the provisions of this Lease, unless such default is cured within such ten (10) business day period, or, if the cure reasonably requires more than ten (10) business days, unless such default is cured as soon as reasonably practicable but in no event later than sixty (60) days after Landlord’s notice to Tenant. Only new materials shall be used in the construction of the Tenant Improvements, except with the written consent of Landlord. Tenant acknowledges that it will engage the Tenant Improvement Architect, the Tenant Improvement Project Manager, and the Tenant will cooperate in good faith to finalize Improvement Contractor, and approve shall be solely responsible for the necessary changes within five (5) Business Days after notice from actions and omissions of its architects, engineers, contractors, and project/construction managers and for any loss, liability, claim, cost, damage or expense suffered by Landlord as a result of the municipal authorityacts or omissions of its architect, engineers or project/construction managers. TenantLandlord’s approval of any material changes of Tenant’s architects, engineers or project/construction managers and of any documents prepared by any of them shall not be for the benefit of Tenant or any third party, and Landlord shall have no duty to Tenant or to any third parties for the actions or omissions of Tenant’s architects, engineers or project/construction managers. Tenant shall indemnify and hold harmless Landlord from and against any and all losses, costs, damages, claims and liabilities arising from the actions or omissions of Tenant’s architects, engineers and project/construction managers. The Tenant Improvements shall be constructed by Tenant Improvement Contractor in accordance with the Final Tenant Improvement Plans will be evidenced Plans, in compliance with all of the terms and conditions of this Work Letter and the Lease, and with all applicable Laws and Restrictions. The Tenant Improvement Contractor shall obtain a builder’s risk policy of insurance in an amount and form and issued by a separate carrier reasonably satisfactory to Landlord, and its subcontractors shall carry worker’s compensation insurance for their employees as required by law. The builder’s risk policy of insurance shall name Landlord as an additional insured and shall not be cancelable without at least thirty (30) days’ prior written approval notice to Landlord. Tenant shall notify Landlord of its intention to commence construction ten (10) days prior to commencement and shall again notify Landlord of actual commencement within one (1) business day thereafter. Landlord shall have the right to post in a form reasonably designated conspicuous location on the Building or the Leased Premises, as well as record any notice of nonresponsibility permitted by LandlordTexas Laws. The date that Tenant shall provide Landlord obtains with a copy of the building permit required to commence allowing for the construction of the Final Tenant Improvement Plans will prior to commencement of construction of the Tenant Improvements. Tenant shall, and shall cause Tenant’s Project Manager to, use commercially reasonable efforts to cause construction of the Final Tenant Improvement Plans to be known performed in as efficient a manner as is commercially reasonable, but Tenant shall have no obligation to complete the same on an over-time basis. All work to be performed inside or outside of the Building shall be coordinated with Landlord. Tenant and the Tenant Improvement Contractor shall conduct their work and employ labor in such manner as to maintain harmonious labor relations. Tenant shall complete construction of the Final Tenant Improvement Plans for the entirety of the Leased Premises to allow for occupancy no later than the Lease Commencement Date, subject to delays caused by Force Majeure and/or any delays caused by Landlord’s delay in responding to plans beyond the time periods provided therefor above, provided that Tenant shall have given Landlord written notice of such delay and Landlord shall have failed to respond within two (2) business days after receipt of such notice. Tenant, at Tenant’s sole cost and expense, shall clear debris resulting from the Tenant Improvement construction. No trash, or other debris, or other waste may be deposited at any time outside the Building except in containers reasonably approved by Landlord. If so, Landlord may, after written notice to Tenant, remove it at Tenant’s expense, which expense shall equal the cost of removal plus ten percent (10%) of such costs as a management fee. Storage of Tenant Improvement construction materials, tools and equipment shall be coordinated with Landlord’s contractor. Tenant shall reimburse Landlord on demand for the cost of repairing any damage to the Building caused by Tenant Improvement Contractor and its subcontractors during the construction of the Tenant Improvements. Upon completion of the Tenant Improvements, Tenant shall cause the Building and the Common Areas to be clean and free from construction debris resulting from Tenant’s Tenant Improvement construction. Tenant shall submit to Landlord on or before the Lease Commencement Date (as defined in the Lease) a Certificate of Substantial Completion, AIA Document G704, by its Tenant Improvement Architect for the Final Tenant Improvement Plans, and evidence reasonably satisfactory to Landlord that the Leased Premises may be occupied in compliance with the applicable local law for its intended use, including without limitation, any permit signoffs (if available). Tenant shall submit to Landlord two CDs containing copies of all Tenant Improvement as-built plans and specifications, warranties, and operating manuals covering all of the work in the Final Tenant Improvement Plans. Tenant hereby assigns to Landlord on a non-exclusive basis any and all rights Tenant may have under such warranties, without in any way obligating Landlord to pursue or prosecute such rights. Tenant shall retain the right to pursue or prosecute any such rights to the extent that Landlord does not do so. Any minor work required for Tenant’s occupancy of the Leased Premises but not included in the Final Tenant Improvement Plans such as the “Plan Approval Dateprocurement and installation of furniture, fixtures, equipment, interior artwork and signage, shall not require Landlord approval but shall be installed in a good and workmanlike manner by Tenant.”

Final Tenant Improvement Plans. Within twenty-five (25) days following approval of Tenant shall submit the Approved Space Plan, Landlord will prepare or cause Architect to prepare plans and specifications for the approved Tenant Improvement Work (“Working Drawings”) which Drawings to the Santa Xxxxx Building Department for a Tenant Improvement building permit prior to the commencement of such work. The Tenant Improvement Working Drawings as modified by the City are consistent with the Approved Space Plan and include Tenant’s final material selections (“Material Selections”). So long defined herein as the Working Drawings are consistent with the Approved Space Plan and the Material Selections, Tenant will approve the Working Drawings within five (5) Business Days after Tenant’s receipt of the Working Drawings (or, if not consistent, notify Landlord of the inconsistency) from Landlord or Architect by providing a separate written approval. Tenant’s failure to timely do so will be deemed an approval of the Working Drawings. If there are any inconsistencies of the Working Drawings from the Approved Space Plan and Material Selections, then Landlord and Tenant agree to meet, discuss and cooperate in good faith to address the inconsistencies within five (5) Business Days after Landlord’s receipt of Tenant’s comments. After approval of the Working Drawings, Landlord will prepare, or cause Architect to prepare, final plans and specifications for the Tenant Improvement Work (“Final Tenant Improvement Plans”) which are consistent with the Working Drawings and which will be used by Landlord .” Prior to bid the Tenant Improvement Work and obtain the permits necessary to enable the selected contractor to construct the Tenant Improvement Work. So long as the Final Tenant Improvement Plans are consistent with the Working Drawings agreed upon by Landlord and Tenantcommencing construction, Tenant will approve the Final Tenant Improvement Plans (or, if not consistent, notify shall deliver to Landlord a copy of the inconsistency) within five (5) Business Days after Tenant’s receipt City of the Final Working Drawings from Landlord or Architect by providing a separate written approval. Tenant’s failure to timely do so will be deemed an approval of Santa Xxxxx building permit for the Final Tenant Improvement Plans. Landlord and Tenant agree shall have the right to meet, discuss and cooperate in good faith to address any inconsistency install a key card security system for the exterior doors of the Final Tenant Improvement Plans from Building and in the Working Drawings within five (5) Business Days after elevator cabs, subject to Landlord’s receipt of approval over the plans and specifications therefor as set forth below. Tenant shall have the right, but not the obligation, to achieve LEED Silver, Gold or Platinum for the Tenant Improvements. In addition, Tenant, at Tenant’s commentssole discretion, may elect not to achieve any LEED certification. With prior written notice to Tenant, Landlord and/or Architect may make non-Any material changes to the Final Tenant Improvement Plans shall be subject to Landlord’s prior written approval, which shall not be unreasonably withheld or delayed. Only new materials or other materials of good quality (such as may recycled or reclaimed materials) shall be required by any municipal authority used in order to obtain the building permit necessary to complete construction of the Tenant Improvements, except with the written consent of Landlord, which consent shall not be unreasonably withheld. Tenant acknowledges that it will engage the Tenant Improvement WorkArchitect, the Tenant Improvement Project Manager, and the Tenant Improvement Contractor, and Landlord shall not be liable for the actions and omissions of Tenant’s architects, engineers, contractors, and project/construction managers. If Landlord’s approval of any municipal authority requires material changes of Tenant’s architects, engineers or project/construction managers and of any documents prepared by any of them shall not be for the benefit of Tenant or any third party, and Landlord shall have no duty to Tenant or to any third parties for the actions or omissions of Tenant’s architects, engineers or project/construction managers. Building E The Tenant Improvements shall be constructed by Tenant Improvement Contractor in accordance with the Final Tenant Improvement Plans, Landlord in compliance with all of the terms and conditions of this Work Letter and the Lease, and with all applicable Laws and Restrictions. Tenant will cooperate in good faith to finalize and approve or the necessary changes within five (5) Business Days after notice from the municipal authority. Tenant’s approval of any material changes to the Final Tenant Improvement Plans will be evidenced Contractor shall obtain a builder’s risk policy of insurance in an amount and form and issued by a separate carrier reasonably satisfactory to Landlord, and its subcontractors shall carry worker’s compensation insurance for their employees as required by law. The builder’s risk policy of insurance shall name Landlord as an additional insured and shall not be cancelled without at least thirty (30) days’ prior written approval notice to Landlord. Tenant shall notify Landlord of its intention to commence construction ten (10) days prior to commencement and shall again notify Landlord of actual commencement within one (1) business day thereafter. Landlord shall have the right to post in a form reasonably designated by Landlordconspicuous location on the Building or the Leased Premises, as well as record with the County of Santa Xxxxx, a Notice of Nonresponsibility. The date that Tenant shall provide Landlord obtains with a copy of the City of Santa Xxxxx building permit required to commence allowing for the construction of the Final Tenant Improvement Plans will prior to commencement of construction of the Tenant Improvements. All work to be known performed inside or outside of the Building shall be coordinated with Landlord. Tenant and the Tenant Improvement Contractor shall conduct their work and employ labor in such manner as to maintain harmonious labor relations, and Landlord and Tenant shall reasonably cooperate with each other with respect to securing their respective entitlements/building permits and avoiding interfering with each other’s respective work. Tenant shall submit to Landlord on or before the Lease Commencement Date (as defined in the Lease) a Certificate of Substantial Completion, AIA Document G704, by its Tenant Improvement Architect for the Final Tenant Improvement Plans, a copy of all final inspection cards for the Tenant Improvements signed by the appropriate City of Santa Xxxxx inspector and the Temporary Certificate of Occupancy from the City of Santa Xxxxx. Tenant shall submit to Landlord two CDs containing copies of all Tenant Improvement as-built plans and specifications (including but not limited to final as-built design-build mechanical, electrical, and plumbing plans), warranties, and operating manuals covering all of the work in the Final Tenant Improvement Plans. Any minor work required for Tenant’s occupancy of the Leased Premises but not included in the Final Tenant Improvement Plans such as the “Plan Approval Dateprocurement and installation of furniture, fixtures, equipment, interior artwork and signage, shall not require Landlord approval but shall be installed in a good and workmanlike manner by Tenant.”

Final Tenant Improvement Plans. Within twenty-five (25) days following approval of Tenant shall submit the Approved Space Plan, Landlord will prepare or cause Architect to prepare plans and specifications for the approved Tenant Improvement Work (“Working Drawings”) which Drawings to the Palo Alto Building Department for a Tenant Improvement building permit prior to the commencement of such work. The Tenant Improvement Working Drawings as modified by the City of Palo Alto are consistent with the Approved Space Plan and include Tenant’s final material selections (“Material Selections”). So long defined herein as the Working Drawings are consistent with the Approved Space Plan and the Material Selections, Tenant will approve the Working Drawings within five (5) Business Days after Tenant’s receipt of the Working Drawings (or, if not consistent, notify Landlord of the inconsistency) from Landlord or Architect by providing a separate written approval. Tenant’s failure to timely do so will be deemed an approval of the Working Drawings. If there are any inconsistencies of the Working Drawings from the Approved Space Plan and Material Selections, then Landlord and Tenant agree to meet, discuss and cooperate in good faith to address the inconsistencies within five (5) Business Days after Landlord’s receipt of Tenant’s comments. After approval of the Working Drawings, Landlord will prepare, or cause Architect to prepare, final plans and specifications for the Tenant Improvement Work (“Final Tenant Improvement Plans”) which are consistent with the Working Drawings and which will be used by Landlord .” Prior to bid the Tenant Improvement Work and obtain the permits necessary to enable the selected contractor to construct the Tenant Improvement Work. So long as the Final Tenant Improvement Plans are consistent with the Working Drawings agreed upon by Landlord and Tenantcommencing construction, Tenant will approve the Final Tenant Improvement Plans (or, if not consistent, notify shall deliver to Landlord a copy of the inconsistency) within five (5) Business Days after Tenant’s receipt City of the Final Working Drawings from Landlord or Architect by providing a separate written approval. Tenant’s failure to timely do so will be deemed an approval of Palo Alto building permit for the Final Tenant Improvement Plans. Landlord and Tenant agree to meet, discuss and cooperate in good faith to address any inconsistency of the Final Tenant Improvement Plans from the Working Drawings within five (5) Business Days after Landlord’s receipt of Tenant’s comments. With prior written notice to Tenant, Landlord and/or Architect may make non-Any material changes to the Final Tenant Improvement Plans as may shall be required by any municipal authority subject to Landlord’s prior written approval, which shall not be unreasonably withheld, conditioned, or delayed. Any material deviation in order to obtain construction from the building permit necessary to complete the Tenant Improvement Work. If any municipal authority requires material changes to design specifications and criteria set forth in the Final Tenant Improvement Plans, other than as approved in writing by Landlord (such approval not to be unreasonably withheld or delayed), shall constitute a default for which Landlord may, within ten (10) business days after giving written notice to Tenant, elect to exercise the remedies available in the event of default under the provisions of this Lease, unless such default is cured within such ten (10) business day period, or, if the cure reasonably requires more than ten (10) business days, unless such default is cured as soon as reasonably practicable but in no event later than sixty (60) days after Landlord’s notice to Tenant. Only new materials shall be used in the construction of the Tenant Improvements. Tenant acknowledges that it will engage the Tenant Improvement Architect, the Tenant Improvement Project Manager, and the Tenant will cooperate in good faith to finalize Improvement Contractor, and approve shall be solely responsible for the necessary changes within five (5) Business Days after notice from actions and omissions of its architects, engineers, contractors, and project/construction managers and for any loss, liability, claim, cost, damage or expense suffered by Landlord or any other entity or person as a result of the municipal authorityacts or omissions of its architect, engineers or project/construction managers. TenantLandlord’s approval of any material changes of Tenant’s architects, engineers or project/construction managers and of any documents prepared by any of them shall not be for the benefit of Tenant or any third party, but shall simply permit Tenant to proceed with construction of the Tenant Improvements pursuant to such approved plans, and Landlord shall have no duty to Tenant or to any third parties for the actions or omissions of Tenant’s architects, engineers or project/construction managers. Tenant shall indemnify and hold harmless Landlord from and against any and all losses, costs, damages, claims and liabilities arising from the actions or omissions of Tenant’s architects, engineers and project/construction managers. The Tenant Improvements shall be constructed by Tenant Improvement Contractor substantially in accordance with the Final Tenant Improvement Plans will be evidenced Plans, in compliance with all of the terms and conditions of this Work Letter, the Lease, and all applicable Laws and Restrictions. The Tenant Improvement Contractor shall obtain a builder’s risk policy of insurance and general liability insurance policy with excess umbrella coverage in an amount and form and issued by a separate written approval carrier reasonably satisfactory to Landlord, and its subcontractors shall carry worker’s compensation insurance for their employees as required by law and general liability insurance policy with excess umbrella coverage in an amount and form and issued by a form carrier reasonably designated by satisfactory to Landlord. The date that builder’s risk policy and all other insurance required above shall name Landlord obtains and its affiliates as an additional insured and shall not be cancelable without at least thirty (30) days’ prior written notice to Landlord. Tenant shall notify Landlord of its intention to commence construction of the Tenant Improvements ten (10) days prior to commencement and shall again notify Landlord of actual commencement within one (1) business day thereafter, which commencement shall allow for Tenant’s Improvements to be completed no later than one hundred eighty (180) days after commencement, subject to any delays caused by Landlord’s delay in responding to plans. Landlord shall have the right to post in a conspicuous location on Building 2 or the Leased Premises, as well as record with the County of Santa Xxxxx, a Notice of Nonresponsibility. Tenant shall provide Landlord with a copy of the City of Palo Alto building permit required to commence allowing for the construction of the Final Tenant Improvement Plans prior to commencement of construction of the Tenant Improvements. Notwithstanding that Paragraph 2.3 of the Lease provides for Tenant being entitled to occupancy of the Leased Premises only four (4) weeks prior to the date then anticipated by Landlord to be the Lease Commencement Date, Landlord agrees to work with Tenant to develop a reasonable phasing plan that would permit the Tenant Improvement Contractor (and the mechanical, electrical, and plumbing subcontractors in particular) to gain access to the Leased Premises from time to time at logical intervals while the Base Building Work is being performed, in order to achieve efficiencies in constructing the Tenant Improvements, but designed so as to avoid any delay in the completion of the Base Building Work by Landlord. Tenant acknowledges and agrees that neither the Tenant Improvement Contractor nor any of the subcontractors shall be permitted access prior to Building 2 being watertight, that the timing of access to Building 2 and intervals and schedule for the Tenant Improvement Contractor and all subcontractors must be agreed upon in writing by Landlord and Tenant prior to such access being granted, and that Landlord is entitled to deny access if Landlord reasonably concludes that access at times proposed by Tenant could be expected to delay Landlord in achieving the Required Delivery Condition. Tenant shall, and shall cause the Tenant Improvement Contractor to, use commercially reasonable efforts to cause construction of the Final Tenant Improvement Plans to be performed in as efficient a manner as is commercially reasonable. All work to be performed inside or outside of Building 2 shall be coordinated with Landlord. Tenant and the Tenant Improvement Contractor shall conduct their work and employ labor in such manner as to maintain harmonious labor relations. Tenant shall diligently pursue to completion, the construction of the Final Tenant Improvement Plans for the entirety of the Leased Premises. Tenant, at Tenant’s sole cost and expense, shall clear debris resulting from the Tenant Improvement construction as necessary so as not to interfere with the construction of the Base Building Work. No trash, or other debris, or other waste may be deposited at any time outside Building 2 except in containers reasonably approved by Landlord. If so, Landlord may, after written notice to Tenant, remove it at Tenant’s expense, which expense shall equal the cost of removal plus ten percent (10%) of such costs as a management fee. Storage of Tenant Improvement construction materials, tools and equipment shall be coordinated with Landlord’s Contractor and be stored in the designated area allocated by the Landlord’s Contractor in its site utilization plan. Subject to Paragraph 9.3 of the Lease, Tenant shall reimburse Landlord on demand for the cost of repairing any damage to Building 2 caused by Tenant Improvement Contractor and its subcontractors during the construction of the Tenant Improvements. Upon completion of the Tenant Improvements, Tenant shall cause Building 2 and the Common Areas to be clean and free from construction debris resulting from Tenant’s Tenant Improvement construction. Tenant will be known ensure that the Tenant Improvement Contractor strictly adheres to the agreed upon schedule and does not cause any delays to Landlord’s construction schedule. Tenant and Tenant Improvement Contractor will ensure that labor-related issues do not impact the construction schedule of the Base Building Work by appropriately implementing approved procedures and, if necessary, placement of “dual gate” systems, etc., if there is a labor dispute. Tenant shall submit to Landlord on or before taking occupancy of the Leased Premises for the purpose of conducting business, a Certificate of Substantial Completion, AIA Document G704, by its Tenant Improvement Architect for the Final Tenant Improvement Plans, a copy of all final inspection cards for the Tenant Improvements signed by the appropriate City of Palo Alto inspector and the Temporary Certificate of Occupancy from the City of Palo Alto. Tenant shall submit to Landlord two CDs containing copies of all Tenant Improvement as-built plans and specifications, warranties, and operating manuals covering all of the work in the Final Tenant Improvement Plans. Any minor work required for Tenant’s occupancy of the Leased Premises but not included in the Final Tenant Improvement Plans such as the “Plan Approval Dateprocurement and installation of furniture, fixtures, equipment, interior artwork and signage, shall not require Landlord approval but shall be installed in a good and workmanlike manner by Tenant.”

Final Tenant Improvement Plans. Within twenty-five (25) days following approval Prior to the effective date of the Approved Space Plan------------------------------ Lease, Landlord will prepare or cause Architect Lessor caused to prepare be prepared and delivered to Lessee preliminary tenant improvement plans dated February 2, 1999 prepared by Xxxxxxx X. Xxxx, A.I.A. ("Preliminary Tenant Improvement Plans") which show the floor plan, layout, and architectural design of the Tenant Improvements to be constructed by Lessor in the Premises. By execution of this Lease, Lessee shall be deemed to have approved the Preliminary Tenant Improvement Plans. As soon as practicable following the execution of the Lease, Lessor shall complete and deliver to Lessee final plans, specifications and working drawings for the Tenant Improvements, which shall be subject to Lessee's approval. Such final plans, specifications and working drawings shall substantially conform to or represent logical developments from the Preliminary Tenant Improvement Work (“Working Drawings”) which are consistent with the Approved Space Plan and include Tenant’s final material selections (“Material Selections”)Plans. So long as the Working Drawings are consistent with the Approved Space Plan and the Material Selections, Tenant will approve the Working Drawings within Within five (5) Business Days after Tenant’s days following receipt of such plans specifications and working drawings, Lessee shall deliver to Lessor either: (i) written approval of such plans, specifications and working drawings which shall not be unreasonably withheld, or (ii) specify in writing its objections to such final plans, specifications and working drawings and all changes that must be made to the Working Drawings (orsame to satisfy such objections; provided however, if Lessee may only object to such final plans, specifications and working drawings on the basis that they do not consistent, notify Landlord substantially conform to or do not represent a logical development of the inconsistency) from Landlord or Architect Preliminary Tenant Improvement Plans approved by providing a separate Lessee. If Lessee does not deliver written approval. Tenant’s failure objections to timely do so will the plans, specifications and working drawings within the specified time period, Lessee shall be deemed an approval of to have approved the Working Drawingssame. If there Lessee delivers written objections within such time period, the parties shall promptly confer and use their best efforts to develop Final Tenant Improvement Plans that are any inconsistencies of acceptable to both Lessor and Lessee within ten (10) days thereafter. When Lessor and Lessee agree upon the Working Drawings from the Approved Space Plan final plans, specifications and Material Selections, then Landlord and Tenant agree to meet, discuss and cooperate in good faith to address the inconsistencies within five (5) Business Days after Landlord’s receipt of Tenant’s comments. After approval of the Working Drawings, Landlord will prepare, or cause Architect to prepare, final plans and specifications working drawings for the Tenant Improvements, Lessor shall submit the same to all appropriate governmental agencies for approval. Immediately after all such governmental approvals have been obtained, and after such Final Tenant Improvement Work Plans have been approved by Lessor's Lender, if any, providing financing for construction of the Building and the Tenant Improvements, or financing for a portion of the cost of such Tenant Improvements, then such Final Tenant Improvement Plans shall be initialed and dated by Lessor and Lessee or a representative of Lessor or Lessee. The final plans, specifications and working drawings for the Tenant Improvements so approved by Lessor and Lessee (“or their designated representatives) are referred to herein as the "Final Tenant Improvement Plans”) which are consistent with the Working Drawings and which will be used by Landlord to bid the Tenant Improvement Work and obtain the permits necessary to enable the selected contractor to construct the Tenant Improvement Work. So long as the Final Tenant Improvement Plans are consistent with the Working Drawings agreed upon by Landlord and Tenant, Tenant will approve the Final Tenant Improvement Plans (or, if not consistent, notify Landlord of the inconsistency) within five (5) Business Days after Tenant’s receipt of the Final Working Drawings from Landlord or Architect by providing a separate written approval. Tenant’s failure to timely do so will be deemed an approval of the Final Tenant Improvement Plans. Landlord and Tenant agree to meet, discuss and cooperate in good faith to address any inconsistency of the Final Tenant Improvement Plans from the Working Drawings within five (5) Business Days after Landlord’s receipt of Tenant’s comments. With prior written notice to Tenant, Landlord and/or Architect may make non-material changes to the Final Tenant Improvement Plans as may be required by any municipal authority in order to obtain the building permit necessary to complete the Tenant Improvement Work. If any municipal authority requires material changes to the Final Tenant Improvement Plans, Landlord and Tenant will cooperate in good faith to finalize and approve the necessary changes within five (5) Business Days after notice from the municipal authority. Tenant’s approval of any material changes to the Final Tenant Improvement Plans will be evidenced by a separate written approval in a form reasonably designated by Landlord. The date that Landlord obtains the building permit required to commence construction of the Final Tenant Improvement Plans will be known as the “Plan Approval Date".”

Final Tenant Improvement Plans. Within twenty-five (25) days following approval of Tenant shall submit the Approved Space Plan, Landlord will prepare or cause Architect to prepare plans and specifications for the approved Tenant Improvement Work (“Working Drawings”) which Drawings to the Santa Xxxxx Building Department for a Tenant Improvement building permit prior to the commencement of such work. The Tenant Improvement Working Drawings as modified by the City are consistent with the Approved Space Plan and include Tenant’s final material selections (“Material Selections”). So long defined herein as the Working Drawings are consistent with the Approved Space Plan and the Material Selections, Tenant will approve the Working Drawings within five (5) Business Days after Tenant’s receipt of the Working Drawings (or, if not consistent, notify Landlord of the inconsistency) from Landlord or Architect by providing a separate written approval. Tenant’s failure to timely do so will be deemed an approval of the Working Drawings. If there are any inconsistencies of the Working Drawings from the Approved Space Plan and Material Selections, then Landlord and Tenant agree to meet, discuss and cooperate in good faith to address the inconsistencies within five (5) Business Days after Landlord’s receipt of Tenant’s comments. After approval of the Working Drawings, Landlord will prepare, or cause Architect to prepare, final plans and specifications for the Tenant Improvement Work (“Final Tenant Improvement Plans”) which are consistent with the Working Drawings and which will be used by Landlord .” Prior to bid the Tenant Improvement Work and obtain the permits necessary to enable the selected contractor to construct the Tenant Improvement Work. So long as the Final Tenant Improvement Plans are consistent with the Working Drawings agreed upon by Landlord and Tenantcommencing construction, Tenant will approve the Final Tenant Improvement Plans (or, if not consistent, notify shall deliver to Landlord a copy of the inconsistency) within five (5) Business Days after Tenant’s receipt City of the Final Working Drawings from Landlord or Architect by providing a separate written approval. Tenant’s failure to timely do so will be deemed an approval of Santa Xxxxx building permit for the Final Tenant Improvement Plans. Landlord and Tenant agree shall have the right to meet, discuss and cooperate in good faith to address any inconsistency install a key card security system for the exterior doors of the Final Tenant Improvement Plans from Buildings and in the Working Drawings within five (5) Business Days after elevator cabs, subject to Landlord’s receipt of approval over the plans and specifications therefor as set forth below. Tenant shall have the right, but not the obligation, to achieve LEED Silver, Gold or Platinum for the Tenant Improvements. In addition, Tenant, at Tenant’s commentssole discretion, may elect not to achieve any LEED certification. With prior written notice Tenant shall have the exclusive right, as an element of its Tenant Improvements, to Tenantinstall interior improvements to be included in the Amenities Building, Landlord and/or Architect which may make non-include a cafeteria, gym, fitness center, and training and conference facilities. Any material changes to the Final Tenant Improvement Plans shall be subject to Landlord’s prior written approval, which shall not be unreasonably withheld or delayed. Only new materials or other materials of good quality (such as may recycled or reclaimed materials) shall be required by any municipal authority used in order to obtain the building permit necessary to complete construction of the Tenant Improvements, except with the written consent of Landlord, which consent shall not be unreasonably withheld. Tenant acknowledges that it will engage the Tenant Improvement WorkArchitect, the Tenant Improvement Project Manager, and the Tenant Improvement Contractor, and Landlord shall not be liable for the actions and omissions of Tenant’s architects, engineers, contractors, and project/ Building F and Amenities Building construction managers. If Landlord’s approval of any municipal authority requires material changes of Tenant’s architects, engineers or project/construction managers and of any documents prepared by any of them shall not be for the benefit of Tenant or any third party, and Landlord shall have no duty to Tenant or to any third parties for the actions or omissions of Tenant’s architects, engineers or project/construction managers. The Tenant Improvements shall be constructed by Tenant Improvement Contractor in accordance with the Final Tenant Improvement Plans, Landlord in compliance with all of the terms and conditions of this Work Letter and the Lease, and with all applicable Laws and Restrictions. Tenant will cooperate in good faith to finalize and approve or the necessary changes within five (5) Business Days after notice from the municipal authority. Tenant’s approval of any material changes to the Final Tenant Improvement Plans will be evidenced Contractor shall obtain a builder’s risk policy of insurance in an amount and form and issued by a separate carrier reasonably satisfactory to Landlord, and its subcontractors shall carry worker’s compensation insurance for their employees as required by law. The builder’s risk policy of insurance shall name Landlord as an additional insured and shall not be cancelled without at least thirty (30) days’ prior written approval notice to Landlord. Tenant shall notify Landlord of its intention to commence construction ten (10) days prior to commencement and shall again notify Landlord of actual commencement within one (1) business day thereafter. Landlord shall have the right to post in a form reasonably designated by Landlordconspicuous location on the Buildings or the Leased Premises, as well as record with the County of Santa Xxxxx, a Notice of Nonresponsibility. The date that Tenant shall provide Landlord obtains with a copy of the City of Santa Xxxxx building permit required to commence allowing for the construction of the Final Tenant Improvement Plans will prior to commencement of construction of the Tenant Improvements. All work to be known performed inside or outside of the Buildings shall be coordinated with Landlord. Tenant and the Tenant Improvement Contractor shall conduct their work and employ labor in such manner as to maintain harmonious labor relations, and Landlord and Tenant shall reasonably cooperate with each other with respect to securing their respective entitlements/building permits and avoiding interfering with each other’s respective work. Tenant shall submit to Landlord on or before the Lease Commencement Date (as defined in the Lease) a Certificate of Substantial Completion, AIA Document G704, by its Tenant Improvement Architect for the Final Tenant Improvement Plans, a copy of all final inspection cards for the Tenant Improvements signed by the appropriate City of Santa Xxxxx inspector and the Temporary Certificate of Occupancy from the City of Santa Xxxxx. Tenant shall submit to Landlord two CDs containing copies of all Tenant Improvement as-built plans and specifications (including but not limited to final as-built design-build mechanical, electrical, and plumbing plans), warranties, and operating manuals covering all of the work in the Final Tenant Improvement Plans. Any minor work required for Tenant’s occupancy of the Leased Premises but not included in the Final Tenant Improvement Plans such as the “Plan Approval Dateprocurement and installation of furniture, fixtures, equipment, interior artwork and signage, shall not require Landlord approval but shall be installed in a good and workmanlike manner by Tenant.”

Final Tenant Improvement Plans. Within twenty-five (25) days following approval of Tenant shall submit the Approved Space Plan, Landlord will prepare or cause Architect to prepare plans and specifications for the approved Tenant Improvement Work (“Working Drawings”) which Drawings to the Palo Alto Building Department for a Tenant Improvement building permit prior to the commencement of such work. The Tenant Improvement Working Drawings as modified by the City of Palo Alto are consistent with the Approved Space Plan and include Tenant’s final material selections (“Material Selections”). So long defined herein as the Working Drawings are consistent with the Approved Space Plan and the Material Selections, Tenant will approve the Working Drawings within five (5) Business Days after Tenant’s receipt of the Working Drawings (or, if not consistent, notify Landlord of the inconsistency) from Landlord or Architect by providing a separate written approval. Tenant’s failure to timely do so will be deemed an approval of the Working Drawings. If there are any inconsistencies of the Working Drawings from the Approved Space Plan and Material Selections, then Landlord and Tenant agree to meet, discuss and cooperate in good faith to address the inconsistencies within five (5) Business Days after Landlord’s receipt of Tenant’s comments. After approval of the Working Drawings, Landlord will prepare, or cause Architect to prepare, final plans and specifications for the Tenant Improvement Work (“Final Tenant Improvement Plans”) which are consistent with the Working Drawings and which will be used by Landlord .” Prior to bid the Tenant Improvement Work and obtain the permits necessary to enable the selected contractor to construct the Tenant Improvement Work. So long as the Final Tenant Improvement Plans are consistent with the Working Drawings agreed upon by Landlord and Tenantcommencing construction, Tenant will approve the Final Tenant Improvement Plans (or, if not consistent, notify shall deliver to Landlord a copy of the inconsistency) within five (5) Business Days after Tenant’s receipt City of the Final Working Drawings from Landlord or Architect by providing a separate written approval. Tenant’s failure to timely do so will be deemed an approval of Palo Alto building permit for the Final Tenant Improvement Plans. Landlord and Tenant agree to meet, discuss and cooperate in good faith to address To the extent any inconsistency of the Final Tenant Improvement Plans from the Working Drawings within five (5) Business Days after Landlord’s receipt of responses to Tenant’s commentssubmittals are delayed beyond the time frames set forth above, each day a response is so delayed shall be taken into account in the definition of “Landlord Delay” in Paragraph 6 below. With prior written notice to Tenant, Landlord and/or Architect may make non-Any material changes to the Final Tenant Improvement Plans as may shall be required by any municipal authority in order subject to obtain Landlord’s prior written approval, which shall not be unreasonably withheld. Within ten (10) business days after receipt of Tenant’s request for a material change to the building permit necessary to complete the Final Tenant Improvement WorkPlans accompanied by revised drawings with sufficient detail, Landlord shall approve such request in writing and/or suggest modifications thereto. If any municipal authority requires Landlord does not respond within such ten (10) business day period, each day a response is so delayed shall be taken into account in the definition of “Landlord Delay” in Paragraph 6 below. Any material changes to deviation in construction from the design specifications and criteria set forth in the Final Tenant Improvement Plans, other than as approved in writing by Landlord (such approval not to be unreasonably withheld or delayed), shall constitute a default for which Landlord may, within ten (10) business days after giving written notice to Tenant, elect to exercise the remedies available in the event of default under the provisions of this Lease, unless such default is cured within such ten (10) business day period, or, if the cure reasonably requires more than ten (10) business days, unless such default is cured as soon as reasonably practicable but in no event later than sixty (60) days after Landlord’s notice to Tenant. Only new materials shall be used in the construction of the Tenant Improvements, except with the written consent of Landlord, which shall not be unreasonably withheld, conditioned or delayed. Tenant acknowledges that it will engage the Tenant Improvement Architect, the Tenant Improvement Project Manager, and the Tenant will cooperate in good faith Improvement Contractor, and shall be responsible for the actions and omissions of its architects, engineers, contractors, and project/construction managers arising solely with respect to finalize the Tenant Improvements and approve for any loss, liability, claim, cost, damage or expense suffered by Landlord or any other entity or person as a result of the necessary changes within five (5) Business Days after notice acts or omissions of its architect, engineers or project/construction managers arising solely with respect to the Tenant Improvement. For clarification, if Tenant retains Landlord’s Contractor or any other party which Landlord also retains for Base Building Work, Tenant shall not be responsible such contractor’s or other party’s actions or omissions with respect to or arising from its performance of Base Building Work and/or any loss, liability, claim, cost, damage or expense suffered by Landlord or any other entity or person as a result of the municipal authorityacts or omissions of such contractor or other party. TenantLandlord’s approval of any material changes of Tenant’s architects, engineers or project/construction managers and of any documents prepared by any of them shall not be for the benefit of Tenant or any third party, and Landlord shall have no duty to Tenant or to any third parties for the actions or omissions of Tenant’s architects, engineers or project/construction managers except with respect to or arising from Base Building Work if Landlord has retained Tenant’s architects, engineers or project/construction managers with respect thereto. Tenant shall indemnify and hold harmless Landlord from and against any and all losses, costs, damages, claims and liabilities arising solely from the actions or omissions of Tenant’s architects, engineers and project/construction managers with respect to the Final Tenant Improvement Plans will be evidenced by a separate written approval in a form reasonably designated by LandlordImprovements only. The date that Notwithstanding anything herein to the contrary, Tenant shall have no obligation to pay any administrative, coordination or supervision fees to Landlord obtains with respect to the building permit required to commence construction of the Final Tenant Improvement Plans will be known as the “Plan Approval DateImprovements.”

Final Tenant Improvement Plans. Within twenty-five Landlord has completed and submitted the Schematic Design package for the Tenant Improvements to Tenant. After the Schematic Design package has been approved by Tenant, including the Madera County Board of Supervisors, Landlord will complete design development documents, construction documents and the finish schedule for the Tenant Improvements (25) days following the “Tenant Improvement Plans”). Landlord will submit the Tenant Improvement Plans to Tenant for approval, which approval shall not be unreasonably withheld or delayed. Concurrently with the approval of the Approved Space PlanTenant Improvement Plans the parties will approve a work schedule for the completion of the Tenant Improvements (the “Work Schedule”). In the event Tenant shall object to the Tenant Improvement Plans or Work Schedule, Landlord the parties will prepare or cause Architect meet and negotiate in good faith to prepare resolve all reasonable objections. Once approved by the parties, the Tenant Improvement Plans and Work Schedule shall be binding upon both parties subject to any change orders. In all events the Tenant Improvement Plans and Work Schedule shall be approved by the parties prior to the recordation of Landlord’s financing for the Premises, unless waived by Landlord. Tenant acknowledges and agrees that all materials, finishes and installations for the Tenant Improvements must be consistent with the approved finish schedule which will be included as part of the Tenant Improvement Plans (the “Finish Schedule”). The parties agree that the Tenant Improvement Plans described in this Paragraph will constitute the only plans and specifications for the Premises and Tenant Improvement Work (“Working Drawings”) which are consistent with the Approved Space Plan and include Improvements, including, without limitation, specifications of drawings contained in or referred to in Tenant’s final material selections (“Material Selections”). So long as the Working Drawings are consistent with the Approved Space Plan and the Material Selections, Tenant will approve the Working Drawings within five (5) Business Days after Tenant’s receipt of the Working Drawings (or, if not consistent, notify Landlord of the inconsistency) from Landlord or Architect by providing a separate written approval. Tenant’s failure to timely do so will be deemed an approval of the Working Drawings. If there are any inconsistencies of the Working Drawings from the Approved Space Plan and Material Selections, then Landlord and Tenant agree to meet, discuss and cooperate in good faith to address the inconsistencies within five (5) Business Days after Landlord’s receipt of Tenant’s comments. After approval of the Working Drawings, Landlord will prepare, or cause Architect to prepare, final plans and specifications Request for Proposal for the Tenant Improvement Work (“Final Tenant Improvement Plans”) which are consistent with the Working Drawings and which will be used by Landlord to bid the Tenant Improvement Work and obtain the permits necessary to enable the selected contractor to construct the Tenant Improvement Work. So long as the Final Tenant Improvement Plans are consistent with the Working Drawings agreed upon by Landlord and Tenant, Tenant will approve the Final Tenant Improvement Plans (or, if not consistent, notify Landlord of the inconsistency) within five (5) Business Days after Tenant’s receipt of the Final Working Drawings from Landlord or Architect by providing a separate written approval. Tenant’s failure to timely do so will be deemed an approval of the Final Tenant Improvement Plans. Landlord and Tenant agree to meet, discuss and cooperate in good faith to address any inconsistency of the Final Tenant Improvement Plans from the Working Drawings within five (5) Business Days after Landlord’s receipt of Tenant’s comments. With prior written notice to Tenant, Landlord and/or Architect may make non-material changes to the Final Tenant Improvement Plans as may be required by any municipal authority in order to obtain the building permit necessary to complete the Tenant Improvement Work. If any municipal authority requires material changes to the Final Tenant Improvement Plans, Landlord and Tenant will cooperate in good faith to finalize and approve the necessary changes within five (5) Business Days after notice from the municipal authority. Tenant’s approval of any material changes to the Final Tenant Improvement Plans will be evidenced by a separate written approval in a form reasonably designated by Landlord. The date that Landlord obtains the building permit required to commence construction of the Final Tenant Improvement Plans will be known as the “Plan Approval Date.”Premises,

Final Tenant Improvement Plans. Within twenty-five (25) days following approval of Tenant shall submit the Approved Space Plan, Landlord will prepare or cause Architect to prepare plans and specifications for the approved Tenant Improvement Work (“Working Drawings”) which Drawings to the Palo Alto Building Department for a Tenant Improvement building permit prior to the commencement of such work. The Tenant Improvement Working Drawings as modified by the City of Palo Alto are consistent with the Approved Space Plan and include Tenant’s final material selections (“Material Selections”). So long defined herein as the Working Drawings are consistent with the Approved Space Plan and the Material Selections, Tenant will approve the Working Drawings within five (5) Business Days after Tenant’s receipt of the Working Drawings (or, if not consistent, notify Landlord of the inconsistency) from Landlord or Architect by providing a separate written approval. Tenant’s failure to timely do so will be deemed an approval of the Working Drawings. If there are any inconsistencies of the Working Drawings from the Approved Space Plan and Material Selections, then Landlord and Tenant agree to meet, discuss and cooperate in good faith to address the inconsistencies within five (5) Business Days after Landlord’s receipt of Tenant’s comments. After approval of the Working Drawings, Landlord will prepare, or cause Architect to prepare, final plans and specifications for the Tenant Improvement Work (“Final Tenant Improvement Plans”) which are consistent with the Working Drawings and which will be used by Landlord .” Prior to bid the Tenant Improvement Work and obtain the permits necessary to enable the selected contractor to construct the Tenant Improvement Work. So long as the Final Tenant Improvement Plans are consistent with the Working Drawings agreed upon by Landlord and Tenantcommencing construction, Tenant will approve the Final Tenant Improvement Plans (or, if not consistent, notify shall deliver to Landlord a copy of the inconsistency) within five (5) Business Days after Tenant’s receipt City of the Final Working Drawings from Landlord or Architect by providing a separate written approval. Tenant’s failure to timely do so will be deemed an approval of Palo Alto building permit for the Final Tenant Improvement Plans. Landlord and Tenant agree to meet, discuss and cooperate in good faith to address To the extent any inconsistency of the Final Tenant Improvement Plans from the Working Drawings within five (5) Business Days after Landlord’s receipt of responses to Tenant’s commentssubmittals are delayed beyond the time frames set forth above, each day a response is so delayed shall be taken into account in the definition of “Landlord Delay” in Paragraph 6 below. With prior written notice to Tenant, Landlord and/or Architect may make non-Any material changes to the Final Tenant Improvement Plans as may shall be required by any municipal authority in order subject to obtain Landlord’s prior written approval, which shall not be unreasonably withheld. Within ten (10) business days after receipt of Tenant’s request for a material change to the building permit necessary to complete the Final Tenant Improvement WorkPlans accompanied by revised drawings with sufficient detail, Landlord shall approve such request in writing and/or suggest modifications thereto. If any municipal authority requires Landlord does not respond within such ten (10) business day period, each day a response is so delayed shall be taken into account in the definition of “Landlord Delay” in Paragraph 6 below. Any material changes to deviation in construction from the design specifications and criteria set forth in the Final Tenant Improvement Plans, other than as approved in writing by Landlord and Tenant will cooperate (such approval not to be unreasonably withheld or delayed), shall constitute a default for which Landlord may, within ten (10) business days after giving written notice to Tenant, elect to exercise the remedies available in good faith the event of default under the provisions of this Lease, unless such default is cured within such ten (10) business day period, or, if the cure reasonably requires more than ten (10) business days, unless such default is cured as soon as reasonably practicable but in no event later than sixty (60) days after Landlord’s notice to finalize and approve Tenant. Only new materials shall be used in the necessary changes within five (5) Business Days after notice from the municipal authority. Tenant’s approval of any material changes to the Final Tenant Improvement Plans will be evidenced by a separate written approval in a form reasonably designated by Landlord. The date that Landlord obtains the building permit required to commence construction of the Final Tenant Improvements, except with the written consent of Landlord, which shall not be unreasonably withheld, conditioned or delayed. Tenant acknowledges that it will engage the Tenant Improvement Plans will Architect, the Tenant Improvement Project Manager, and the Tenant Improvement Contractor, and shall be known responsible for the actions and omissions of its architects, engineers, contractors, and project/construction managers arising solely with respect to the Tenant Improvements and for any loss, liability, claim, cost, damage or expense suffered by Landlord or any other entity or person as a result of the “Plan Approval Date.”acts or omissions of its architect, engineers or project/construction managers arising solely with respect to the Tenant Improvement. For clarification, if Tenant retains Landlord’s Contractor or any other party which Landlord also retains for Base Building Work, Tenant shall not be responsible such contractor’s or other party’s actions or omissions with respect to or arising from its performance of Base Building Work and/or any loss, liability, claim, cost, damage or expense suffered by Landlord or any other entity or person as a result of