Common use of HVAC Work Clause in Contracts

HVAC Work. 1. Landlord shall perform the HVAC Work, at Landlord’s sole cost and expense (subject to the terms of Section 2 below), using Building standard methods, materials and finishes and as otherwise reasonably determined by Landlord and otherwise in accordance with all applicable Laws. The HVAC Work is further depicted on Schedule 3 attached hereto. Landlord shall determine the brand of the New HVAC Units, the manner in which the New HVAC Units are lifted to, and installed on, the roof of the Building, and the manner in which the New HVAC Units are connected to the Premises. Landlord shall enter into a direct contract for the HVAC Work with a general contractor selected by Landlord. In addition, Landlord shall have the right to select and/or approve of any subcontractors used in connection with the HVAC Work. 2. All other work and upgrades in connection with the HVAC Work, subject to Landlord’s approval, shall be at Tenant's sole cost and expense, plus any applicable state sales or use tax thereon, payable upon demand as additional rent under the Lease. Tenant shall be responsible for any delay in completion of the HVAC Work resulting from any such other work and upgrades requested or performed by Tenant. 3. Tenant acknowledges that the HVAC Work may be performed by Landlord in the Building during normal business hours following the execution of the Amendment. Landlord and Tenant agree to cooperate with each other in order to enable the HVAC Work to be performed in a timely manner and with as little inconvenience to the operation of Tenant’s business as is reasonably possible. Notwithstanding anything herein to the contrary, any delay in the completion of the HVAC Work or inconvenience suffered by Tenant during the performance of the HVAC Work shall not delay the Extension Date, nor shall it subject Landlord to any liability for any loss or damage resulting therefrom or entitle Tenant to any credit, abatement or adjustment of rent or other sums payable under the Lease. 1.1 Without limiting Contractor’s indemnifications of Tenant set forth in the Lease, Contractor shall maintain as a part of the cost of the Tenant Improvements, and shall require that each subcontractor of every tier maintain at its own expense, at all times during the Tenant Improvements and for such additional periods as required by the Lease, the insurance as described below and covering all additional insured parties as more specifically named in Schedule 2 attached hereto unless otherwise amended from time-to-time with a project order to address project specific hazard conditions. This insurance shall be endorsed to provide that it shall not be terminated, be permitted to expire, be subject to non-renewal, nor be materially altered except on thirty (30) days prior written notice to Landlord. All of such insurance shall be maintained in coverage amounts, with deductible amounts, with insurers, and on forms acceptable to Landlord and Landlord’s Lender (if any) and, for all policies, except Worker’s Compensation, Employer’s Liability Insurance and Professional Liability Insurance, shall continuously name Landlord, Landlord’s affiliates and subsidiaries as may be designated by Landlord or Property Manager at any time and as may be changed from time to time, Property Manager, the Construction Manager (if any), Landlord’s property management company for the Property (if different from the Property Manager named herein), Landlord’s Lender (if any), and any other persons or organizations as Landlord may specify from time to time (collectively, with Landlord, the “Landlord Parties”) as additional insureds, with coverage provided to such additional insureds at least as broad as provided to the named insured and as provided by endorsement form numbers CG 20 10 07 04 and CG 20 37 07 04 or their equivalent promulgated by the Insurance Services Office. All insurance policies required shall be issued by companies licensed in the State who maintain a current Policyholder Alphabetic Category Rating of not less than “A-” and Financial Size Category Rating of not less than “VII” according to the latest edition of Best’s Key Rating Guide. Prior to Contractor commencing the Tenant Improvements, Contractor shall, and shall require each subcontractor of every tier to, furnish Landlord with Certificates of Insurance, on forms acceptable to Landlord, evidencing that insurance policies are in full force and effect that provide the required coverages and amounts of insurance listed below along with a copy of the endorsement providing additional insured coverage, the primary and non-contributing endorsement and the waiver of subrogation endorsements to the Landlord Parties. At Landlord’s request, Contractor shall provide Landlord with copies of each insurance policy. Any other insurance carried by or available to any Landlord Parties which may be applicable, shall be deemed to be excess insurance and Contractor’s and each subcontractor’s insurance shall contain a provision that it is deemed primary and non- contributing with any insurance carried by or available to the Landlord Parties. Each required insurance policy except for Worker’s Compensation, Employer’s Liability and Professional Liability shall include a Separation of Insureds clause such that the insurance applies separately to each insured against whom a claim or suit is asserted and the policies shall not contain any limitation or exclusion for claims or suits by one insured against another. Contractor shall be responsible for any deductible amounts under the required insurance policies, except to the extent such amounts may be included as part of the cost of the Tenant Improvements. Contractor and each subcontractor of every tier shall provide the greater of (i) the insurance types, amounts and coverages already maintained by Contractor and each such subcontractor, determined individually with respect to each such party or (ii) the following insurance types, amounts and coverages: (a) Workers’ Compensation Insurance complying with applicable State and federal statutes and Employer’s Liability Insurance with limits of not less than $1,000,000 bodily injury by accident (each accident), $1,000,000 bodily injury by disease (each employee) and $1,000,000 bodily injury by disease (policy limit). (b) Commercial General Liability (“CGL”) Insurance written on an “occurrence form” basis, including, but not limited to, Premises - Operations Liability, Products - Completed Operations Liability, Blanket Contractual Liability Coverage and liabilities arising out of the actions of Independent Contractors. Such insurance shall contain minimum limits of liability as follows: of not less than $1,000,000 per occurrence limit, $1,000,000 Personal and Advertising Injury limit, $2,000,000 General Aggregate limit and $2,000,000 Products-Completed Operations Aggregate limit, with a Per Project General Aggregate provision or endorsement. The required limits may be provided by any combination of CGL and umbrella or follow form excess policies [see Section 1.1(d) below]. Such insurance shall contain no explosion, collapse, or underground hazard exclusions. The deductible or self- insured retention amount required under any such policy shall not exceed $10,000 per occurrence. The insurance and the Landlord Parties’ additional insured status thereon shall be maintained continuously in force at least until the expiration of five (5) years after the expiration or termination of the Lease or final completion of the Tenant Improvements, whichever is later. All such policies shall contain a provision that defense costs are paid in addition to and do not deplete any of the policy limits and a provision that the General Aggregate and, to the extent commercially reasonably available, Products - Completed Operations Aggregate apply separately to each project for which Contractor or any subcontractor of any tier performs operations away from premises owned by or rented to Contractor or any such subcontractor. (c) Business Auto Coverage with a limit of liability of $1,000,000 for any one accident or loss. Such insurance shall cover liability arising out of the use of owned, nonowned and hired automobiles. If Contractor or any subcontractor of any tier transports any hazardous materials, the business auto liability policy shall include ISO endorsement form MCS-90 or equivalent endorsement providing coverage for environmental and pollution claims and suits. (d) Umbrella or follow form excess liability insurance at least as broad as the underlying CGL insurance. Umbrella/Excess Liability Insurance shall contain minimum limits of $5,000,000 per occurrence and $5,000,000 aggregate and shall be excess over the primary General

HVAC Work. 1. Landlord Tenant shall perform be entitled to an allowance in the maximum aggregate amount of $225,475.00 (i.e., $5.00 per rentable square foot of the Premises) (the “HVAC Allowance”) to install and/or refurbish heating, ventilation and air conditioning equipment throughout the Premises (“HVAC Work, at Landlord’s sole cost and expense (”) in accordance with the terms of this Tenant Work Letter. The HVAC Work shall be subject to the terms and conditions governing alterations to the Premises as set forth in Article 7 of Section 2 below)the Lease including, using Building standard methodswithout limitation, materials Landlord’s approval rights of the plans and finishes and as otherwise reasonably determined by Landlord and otherwise in accordance with all applicable Laws. The specifications involving the HVAC Work; provided, however, Tenant shall have the option to instead include such HVAC Work is further depicted on Schedule 3 attached heretoin its requests for approval for the Tenant Improvements as set forth below, in which event the approval of the HVAC Work shall be subject to the same terms and conditions of the Tenant Improvements. Landlord shall determine disburse to Tenant (or, at Tenant’s option, to Tenant’s general contractor) any funds from the brand HVAC Allowance within thirty (30) calendar days of the New HVAC Unitsa Payment Request (as hereinafter defined), the manner in which the New HVAC Units are lifted to, and installed on, the roof of the Building, and the manner in which the New HVAC Units are connected an amount up to the Premises. Landlord shall enter into a direct contract for the HVAC Work with a general contractor selected by Landlord. In addition, Landlord shall have the right to select and/or approve of any subcontractors used costs Tenant incurred in connection with the HVAC Work.Work upon satisfaction of the following conditions: 2. All other (A) Tenant has delivered to Landlord a payment request (“Payment Request”) in a form reasonably satisfactory to Landlord specifying the work which has been completed; and (B) Tenant’s general contractor and/or architect shall have submitted an application for payment and upgrades sworn statement substantially in connection with the form of AIA Document G702; and (C) Tenant has submitted to Landlord lien waivers or partial lien waivers to cover the work included under the Payment Request and all prior work Tenant was required to pay for before utilizing the HVAC Work, subject to Landlord’s approval, shall be at Tenant's sole cost and expense, plus any applicable state sales or use tax thereon, payable upon demand as additional rent under the Lease. Tenant shall be responsible for any delay in completion of the HVAC Work resulting from any such other work and upgrades requested or performed by Tenant. 3. Tenant acknowledges that the HVAC Work may be performed by Landlord in the Building during normal business hours following the execution of the Amendment. Landlord and Tenant agree to cooperate with each other in order to enable the HVAC Work to be performed in a timely manner and with as little inconvenience to the operation of Tenant’s business as is reasonably possibleAllowance. Notwithstanding anything herein to the contrary, any delay in the completion of the HVAC Work Allowance must be requested by Txxxxx, if at all, in accordance with this paragraph on or inconvenience suffered by Tenant during before the performance date that is eighteen (18) months following the Effective Date of the HVAC Work shall not delay the Extension Date, nor shall it subject Landlord to any liability for any loss or damage resulting therefrom or entitle Tenant to any credit, abatement or adjustment of rent or other sums payable under the Lease. 1.1 Without limiting Contractor’s indemnifications of Tenant set forth in the Lease, Contractor shall maintain as a part of the cost of the Tenant Improvements, and shall require that each subcontractor of every tier maintain at its own expense, at all times during the Tenant Improvements and for such additional periods as required by the Lease, the insurance as described below and covering all additional insured parties as more specifically named in Schedule 2 attached hereto unless otherwise amended from time-to-time with a project order to address project specific hazard conditions. This insurance shall be endorsed to provide that it shall not be terminated, be permitted to expire, be subject to non-renewal, nor be materially altered except on thirty (30) days prior written notice to Landlord. All of such insurance shall be maintained in coverage amounts, with deductible amounts, with insurers, and on forms acceptable to Landlord and Landlord’s Lender (if any) and, for all policies, except Worker’s Compensation, Employer’s Liability Insurance and Professional Liability Insurance, shall continuously name Landlord, Landlord’s affiliates and subsidiaries as may be designated by Landlord or Property Manager at any time and as may be changed from time to time, Property Manager, the Construction Manager (if any), Landlord’s property management company for the Property (if different from the Property Manager named herein), Landlord’s Lender (if any)this Amendment, and any other persons or organizations as Landlord portion not requested by such date may specify from time to time (collectively, with Landlord, the “Landlord Parties”) as additional insureds, with coverage provided to such additional insureds at least as broad as provided to the named insured no longer be utilized by Tenant and as provided by endorsement form numbers CG 20 10 07 04 and CG 20 37 07 04 or their equivalent promulgated by the Insurance Services Office. All insurance policies required shall be issued by companies licensed in the State who maintain a current Policyholder Alphabetic Category Rating of not less than “A-” and Financial Size Category Rating of not less than “VII” according to the latest edition of Best’s Key Rating Guide. Prior to Contractor commencing the Tenant Improvements, Contractor shall, and shall require each subcontractor of every tier to, furnish Landlord with Certificates of Insurance, on forms acceptable to Landlord, evidencing that insurance policies are in full force and effect that provide the required coverages and amounts of insurance listed below along with a copy of the endorsement providing additional insured coverage, the primary and non-contributing endorsement and the waiver of subrogation endorsements to the Landlord Parties. At Landlord’s request, Contractor shall provide Landlord with copies of each insurance policy. Any other insurance carried by or available to any Landlord Parties which may be applicable, shall be deemed forfeited to be excess insurance and Contractor’s and each subcontractor’s insurance shall contain a provision that it is deemed primary and non- contributing with any insurance carried by or available to the Landlord Parties. Each required insurance policy except for Worker’s CompensationLandlord; provided, Employer’s Liability and Professional Liability shall include a Separation of Insureds clause however, such that the insurance applies separately to each insured against whom a claim or suit is asserted and the policies shall not contain any limitation or exclusion for claims or suits by one insured against another. Contractor eighteen (18) month deadline shall be responsible extended for any deductible amounts under a reasonable amount of time (not to exceed 6 additional months) if reasonably necessary based on abnormal lead times for products and equipment necessary for Tenant to perform the required insurance policies, except to the extent such amounts may be included as part of the cost of the Tenant Improvements. Contractor and each subcontractor of every tier shall provide the greater of (i) the insurance types, amounts and coverages already maintained by Contractor and each such subcontractor, determined individually with respect to each such party or (ii) the following insurance types, amounts and coverages: (a) Workers’ Compensation Insurance complying with applicable State and federal statutes and Employer’s Liability Insurance with limits of not less than $1,000,000 bodily injury by accident (each accident), $1,000,000 bodily injury by disease (each employee) and $1,000,000 bodily injury by disease (policy limit)HVAC Work. (b) Commercial General Liability (“CGL”) Insurance written on an “occurrence form” basis, including, but not limited to, Premises - Operations Liability, Products - Completed Operations Liability, Blanket Contractual Liability Coverage and liabilities arising out of the actions of Independent Contractors. Such insurance shall contain minimum limits of liability as follows: of not less than $1,000,000 per occurrence limit, $1,000,000 Personal and Advertising Injury limit, $2,000,000 General Aggregate limit and $2,000,000 Products-Completed Operations Aggregate limit, with a Per Project General Aggregate provision or endorsement. The required limits may be provided by any combination of CGL and umbrella or follow form excess policies [see Section 1.1(d) below]. Such insurance shall contain no explosion, collapse, or underground hazard exclusions. The deductible or self- insured retention amount required under any such policy shall not exceed $10,000 per occurrence. The insurance and the Landlord Parties’ additional insured status thereon shall be maintained continuously in force at least until the expiration of five (5) years after the expiration or termination of the Lease or final completion of the Tenant Improvements, whichever is later. All such policies shall contain a provision that defense costs are paid in addition to and do not deplete any of the policy limits and a provision that the General Aggregate and, to the extent commercially reasonably available, Products - Completed Operations Aggregate apply separately to each project for which Contractor or any subcontractor of any tier performs operations away from premises owned by or rented to Contractor or any such subcontractor. (c) Business Auto Coverage with a limit of liability of $1,000,000 for any one accident or loss. Such insurance shall cover liability arising out of the use of owned, nonowned and hired automobiles. If Contractor or any subcontractor of any tier transports any hazardous materials, the business auto liability policy shall include ISO endorsement form MCS-90 or equivalent endorsement providing coverage for environmental and pollution claims and suits. (d) Umbrella or follow form excess liability insurance at least as broad as the underlying CGL insurance. Umbrella/Excess Liability Insurance shall contain minimum limits of $5,000,000 per occurrence and $5,000,000 aggregate and shall be excess over the primary General

HVAC Work. 1Tenant shall have the right to install a Supplemental HVAC System on the roof of the loading dock in a location approved in advance by Landlord (the “HVAC Work”). Landlord The manner of Tenant’s design and installation of any the Supplemental HVAC System shall perform be governed by the terms and conditions of this Lease including, without limitation, Article 10 hereof. Without limiting foregoing, Tenant shall not be permitted to install the Supplemental HVAC System unless (i) such Supplemental HVAC System and the HVAC WorkWork conforms to the specifications and requirements set forth in the drawings and specifications prepared by a licensed professional (the “HVAC Drawings”), which HVAC Drawings shall be subject to the prior written approval of Landlord, which approval shall not be unreasonably withheld, conditioned or delayed, (ii) Landlord approves, which approval shall not be unreasonably withheld, conditioned or delayed, the size, capacity, power, location and proposed placement and method of installation of such Supplemental HVAC System, and (iii) Tenant obtains, at its sole cost and expense, and provides copies to Landlord of all necessary governmental permits and approvals for the installation of the Supplemental HVAC System upon the Building. If appropriate or required, Tenant, at Landlord’s sole cost and expense (subject 's direction, shall cause the Supplemental HVAC System to be painted in a nonmetallic paint and/or screened. In addition, if the terms of Section 2 below), using Building standard methods, materials and finishes and as otherwise reasonably determined by Landlord and otherwise in accordance with all applicable Laws. The HVAC Work is further depicted on Schedule 3 attached hereto. Landlord shall determine the brand of the New HVAC Units, the manner in which the New HVAC Units are lifted to, and installed on, will penetrate the roof of the Building, then Tenant shall complete such work in accordance with the reasonable requirements of Landlord’s roofing contractor in order to protect Landlord's roof warranties and unless Landlord approves, in writing, Exhibit D, Page 9 any such effect on the manner Building’s structure or service systems or any such structural alteration, which approval may be granted or withheld by Landlord in which the New its reasonable discretion. The Supplemental HVAC Units are connected to the Premises. Landlord System shall enter into a direct contract for be installed by the HVAC Work with a general contractor selected Contractor (as defined below) and thereafter shall be properly maintained by LandlordTenant, at Tenant's sole expense. In additionAt the expiration or earlier termination of the Term, Landlord shall have the right to select and/or approve of any subcontractors used in connection with the Supplemental HVAC Work. 2. All other work and upgrades in connection with the HVAC WorkSystem shall, subject to at Landlord’s approvalelection, shall be removed from the roof of the Building at Tenant's sole cost and expense, plus any applicable state sales or use tax thereon, payable upon demand as additional rent under expense and that portion of the Leaseroof of the Building that has been affected by the Supplemental HVAC System shall be returned to substantially the condition it was in prior to the installation of the Supplemental HVAC System. Tenant shall be responsible for any delay in completion pay all subscription fees, usage charges and hookup and disconnection fees associated with Tenant's use of the Supplemental HVAC Work resulting from any such other work System and upgrades requested or performed by Tenant. 3. Tenant acknowledges that the HVAC Work may be performed by Landlord in the Building during normal business hours following the execution of the Amendment. Landlord and Tenant agree to cooperate with each other in order to enable the HVAC Work to be performed in a timely manner and with as little inconvenience to the operation of Tenant’s business as is reasonably possible. Notwithstanding anything herein to the contrary, any delay in the completion of the HVAC Work or inconvenience suffered by Tenant during the performance of the HVAC Work shall not delay the Extension Date, nor shall it subject Landlord to any have no liability for any loss or damage resulting therefrom or entitle Tenant to any credit, abatement or adjustment of rent or other sums payable under the Lease. 1.1 Without limiting Contractor’s indemnifications of Tenant set forth in the Lease, Contractor shall maintain as a part of the cost of the Tenant Improvements, and shall require that each subcontractor of every tier maintain at its own expense, at all times during the Tenant Improvements and for such additional periods as required by the Lease, the insurance as described below and covering all additional insured parties as more specifically named in Schedule 2 attached hereto unless otherwise amended from time-to-time with a project order to address project specific hazard conditions. This insurance shall be endorsed to provide that it shall not be terminated, be permitted to expire, be subject to non-renewal, nor be materially altered except on thirty (30) days prior written notice to Landlordtherefor. All of such insurance shall be maintained in coverage amounts, with deductible amounts, with insurers, and on forms acceptable to Landlord and Landlord’s Lender (if any) and, for all policies, except Worker’s Compensation, Employer’s Liability Insurance and Professional Liability Insurance, shall continuously name Landlord, Landlord’s affiliates and subsidiaries as may be designated by Landlord or Property Manager at any time and as may be changed from time to time, Property Manager, the Construction Manager (if any), Landlord’s property management company for the Property (if different from the Property Manager named herein), Landlord’s Lender (if any), and any other persons or organizations as Landlord may specify from time to time (collectively, with Landlord, the “Landlord Parties”) as additional insureds, with coverage provided to such additional insureds at least as broad as provided to the named insured and as provided by endorsement form numbers CG 20 10 07 04 and CG 20 37 07 04 or their equivalent promulgated by the Insurance Services Office. All insurance policies required shall be issued by companies licensed in the State who maintain a current Policyholder Alphabetic Category Rating provisions of not less than “A-” and Financial Size Category Rating of not less than “VII” according to the latest edition of Best’s Key Rating Guide. Prior to Contractor commencing the Tenant Improvements, Contractor shall, and shall require each subcontractor of every tier to, furnish Landlord with Certificates of Insurance, on forms acceptable to Landlord, evidencing that insurance policies are in full force and effect that provide the required coverages and amounts of insurance listed below along with a copy of the endorsement providing additional insured coverage, the primary and non-contributing endorsement and the waiver of subrogation endorsements to the Landlord Parties. At Landlord’s request, Contractor shall provide Landlord with copies of each insurance policy. Any other insurance carried by or available to any Landlord Parties which may be applicable, shall be deemed to be excess insurance and Contractor’s and each subcontractor’s insurance shall contain a provision that it is deemed primary and non- contributing with any insurance carried by or available to the Landlord Parties. Each required insurance policy except for Worker’s Compensation, Employer’s Liability and Professional Liability shall include a Separation of Insureds clause such that the insurance applies separately to each insured against whom a claim or suit is asserted and the policies shall not contain any limitation or exclusion for claims or suits by one insured against another. Contractor shall be responsible for any deductible amounts under the required insurance policies, except to the extent such amounts may be included as part of the cost of the Tenant Improvements. Contractor and each subcontractor of every tier shall provide the greater of (i) the insurance types, amounts and coverages already maintained by Contractor and each such subcontractor, determined individually with respect to each such party or (ii) the following insurance types, amounts and coverages: (a) Workers’ Compensation Insurance complying with applicable State and federal statutes and Employer’s Liability Insurance with limits of not less than $1,000,000 bodily injury by accident (each accident), $1,000,000 bodily injury by disease (each employee) and $1,000,000 bodily injury by disease (policy limit). (b) Commercial General Liability (“CGL”) Insurance written on an “occurrence form” basisthis Lease, including, but not limited towithout limitation, Premises - Operations Liabilitythe insurance, Products - Completed Operations Liabilitymaintenance, Blanket Contractual Liability Coverage repair, release and liabilities arising out indemnification provisions shall apply and be applicable to Tenant's installation, operation, maintenance, replacement and removal of the actions of Independent Contractors. Such insurance shall contain minimum limits of liability as follows: of not less than $1,000,000 per occurrence limit, $1,000,000 Personal and Advertising Injury limit, $2,000,000 General Aggregate limit and $2,000,000 Products-Completed Operations Aggregate limit, with a Per Project General Aggregate provision or endorsement. The required limits may be provided by any combination of CGL and umbrella or follow form excess policies [see Section 1.1(d) below]. Such insurance shall contain no explosion, collapse, or underground hazard exclusions. The deductible or self- insured retention amount required under any such policy shall not exceed $10,000 per occurrence. The insurance and the Landlord Parties’ additional insured status thereon shall be maintained continuously in force at least until the expiration of five (5) years after the expiration or termination of the Lease or final completion of the Tenant Improvements, whichever is later. All such policies shall contain a provision that defense costs are paid in addition to and do not deplete any of the policy limits and a provision that the General Aggregate and, to the extent commercially reasonably available, Products - Completed Operations Aggregate apply separately to each project for which Contractor or any subcontractor of any tier performs operations away from premises owned by or rented to Contractor or any such subcontractorSupplemental HVAC System. (c) Business Auto Coverage with a limit of liability of $1,000,000 for any one accident or loss. Such insurance shall cover liability arising out of the use of owned, nonowned and hired automobiles. If Contractor or any subcontractor of any tier transports any hazardous materials, the business auto liability policy shall include ISO endorsement form MCS-90 or equivalent endorsement providing coverage for environmental and pollution claims and suits. (d) Umbrella or follow form excess liability insurance at least as broad as the underlying CGL insurance. Umbrella/Excess Liability Insurance shall contain minimum limits of $5,000,000 per occurrence and $5,000,000 aggregate and shall be excess over the primary General

HVAC Work. 1Landlord shall engage a California licensed, reputable HVAC contractor (the “Contractor”) to perform upgrades to the base building HVAC system of the Building (the “HVAC Work”). Such HVAC Work is more particularly described in the HVAC scope of work attached hereto as Exhibit A (the “HVAC Scope of Work”). Landlord shall perform the HVAC Work, at Landlord’s sole cost and expense (subject to the terms of Section 2 below), using Building standard methods, materials and finishes and as otherwise reasonably determined by Landlord and otherwise in accordance with all applicable Laws. The HVAC Work is further depicted on Schedule 3 attached hereto. Landlord shall determine the brand of the New HVAC Units, the manner in which the New HVAC Units are lifted to, and installed on, the roof of the Building, and the manner in which the New HVAC Units are connected to the Premises. Landlord shall enter into a direct contract for the HVAC Work with a general contractor selected by Landlord. In addition, Landlord shall have the right to select and/or approve of any subcontractors used in connection with the HVAC Work. 2. All other work and upgrades in connection with the HVAC Work, subject to Landlord’s approval, shall be at Tenant's sole cost and expense, plus any applicable state sales or use tax thereon, payable upon demand as additional rent under the Lease. Tenant shall be responsible for any delay in completion of the HVAC Work resulting from any such other work and upgrades requested or performed by Tenant. 3. Tenant acknowledges that the HVAC Work may be performed by Landlord in the Building during normal business hours following the execution of the Amendment. Landlord and Tenant agree to cooperate with each other in order to enable cause the HVAC Work to be performed in a timely good and workmanlike manner in compliance with applicable Law. All of the costs and with as little inconvenience expenses pertaining to the operation HVAC Work is referred to herein as the “HVAC Work Costs.” A schedule of the estimated HVAC Work Costs is set forth on Exhibit B. As used herein, “Tenant’s Contribution” shall mean an amount equal to seventy-five percent (75%) of the actual HVAC Work Costs. Tenant’s Contribution shall be paid as follows: (i) twenty-five percent (25%) of Tenant’s business as is reasonably possible. Notwithstanding anything herein to the contrary, any delay Contribution (in the estimated amount of Three Hundred Fifty-Eight Thousand Two Hundred Eighteen Dollars ($358,218.00)) shall be paid by Tenant to Landlord concurrently with Xxxxxx’s execution and delivery of this Third Amendment to Landlord, and (ii) the remaining balance of Tenant’s Contribution (in the estimated amount of Seven Hundred Sixteen Thousand Four Hundred Thirty-Seven Dollars ($716,437.00)) shall be paid from the Phase 2 Tenant Improvement Allowance (as defined in the Tenant Work Letter), with Landlord deducting from the Phase 2 Tenant Improvement Allowance Xxxxxx’s remaining balance of Tenant’s Contribution. In furtherance of the foregoing, Xxxxxx hereby authorizes Landlord, during the course of the HVAC Work, to disburse from the Phase 2 Tenant Improvement Allowance the HVAC Work Costs owed by Xxxxxx (beyond the initial twenty-five percent (25%) contribution paid for by Tenant toward the HVAC Work Costs). Landlord shall pay for the remaining twenty-five percent (25%) of the HVAC Work Costs (in an estimated amount equal to Three Hundred Fifty-Eight Thousand Two Hundred Eighteen Dollars ($358,218.00), at Landlord’s sole cost and expense. The estimated costs set forth above are set forth in Exhibit B. Upon completion of the HVAC Work or inconvenience suffered by Tenant during and once the performance final costs of the HVAC Work are determined, Landlord shall not delay reconcile the Extension Date, nor shall it subject Landlord total HVAC Work Costs to any liability for any loss or damage resulting therefrom or entitle Tenant to any credit, abatement or adjustment of rent or other sums payable under the Lease. 1.1 Without limiting Contractor’s indemnifications of Tenant set forth in the Lease, Contractor shall maintain as a part confirm that each party has paid its share of the cost of the Tenant Improvements, and shall require that each subcontractor of every tier maintain at its own expense, at all times during the Tenant Improvements and for such additional periods as required by the Lease, the insurance as described below and covering all additional insured parties as more specifically named in Schedule 2 attached hereto unless otherwise amended from time-to-time with a project order to address project specific hazard conditions. This insurance shall be endorsed to provide that it shall not be terminated, be permitted to expire, be subject to non-renewal, nor be materially altered except on thirty (30) days prior written notice to Landlord. All of such insurance shall be maintained in coverage amounts, with deductible amounts, with insurers, and on forms acceptable to Landlord and Landlord’s Lender (if any) and, for all policies, except Worker’s Compensation, Employer’s Liability Insurance and Professional Liability Insurance, shall continuously name Landlord, Landlord’s affiliates and subsidiaries as may be designated by Landlord or Property Manager at any time and as may be changed from time to time, Property Manager, the Construction Manager (if any), Landlord’s property management company for the Property (if different from the Property Manager named herein), Landlord’s Lender (if any), and any other persons or organizations as Landlord may specify from time to time (collectively, with Landlord, the “Landlord Parties”) as additional insureds, with coverage provided to such additional insureds at least as broad as provided to the named insured and as provided by endorsement form numbers CG 20 10 07 04 and CG 20 37 07 04 or their equivalent promulgated by the Insurance Services Office. All insurance policies required shall be issued by companies licensed in the State who maintain a current Policyholder Alphabetic Category Rating of not less than “A-” and Financial Size Category Rating of not less than “VII” according to the latest edition of Best’s Key Rating Guide. Prior to Contractor commencing the Tenant Improvements, Contractor shall, and shall require each subcontractor of every tier to, furnish Landlord with Certificates of Insurance, on forms acceptable to Landlord, evidencing that insurance policies are in full force and effect that provide the required coverages and amounts of insurance listed below along with a copy of the endorsement providing additional insured coverage, the primary and non-contributing endorsement and the waiver of subrogation endorsements to the Landlord Parties. At Landlord’s request, Contractor shall provide Landlord with copies of each insurance policy. Any other insurance carried by or available to any Landlord Parties which may be applicable, shall be deemed to be excess insurance and Contractor’s and each subcontractor’s insurance shall contain a provision that it is deemed primary and non- contributing with any insurance carried by or available to the Landlord Parties. Each required insurance policy except for Worker’s Compensation, Employer’s Liability and Professional Liability shall include a Separation of Insureds clause such that the insurance applies separately to each insured against whom a claim or suit is asserted and the policies shall not contain any limitation or exclusion for claims or suits by one insured against another. Contractor shall be responsible for any deductible amounts under the required insurance policies, except to the extent such amounts may be included as part of the cost of the Tenant Improvements. Contractor and each subcontractor of every tier shall provide the greater of (i) the insurance types, amounts and coverages already maintained by Contractor and each such subcontractor, determined individually with respect to each such party or (ii) the following insurance types, amounts and coverages: (a) Workers’ Compensation Insurance complying with applicable State and federal statutes and Employer’s Liability Insurance with limits of not less than $1,000,000 bodily injury by accident (each accident), $1,000,000 bodily injury by disease (each employee) and $1,000,000 bodily injury by disease (policy limit)HVAC Work Costs. (b) Commercial General Liability (“CGL”) Insurance written on an “occurrence form” basis, including, but not limited to, Premises - Operations Liability, Products - Completed Operations Liability, Blanket Contractual Liability Coverage and liabilities arising out of the actions of Independent Contractors. Such insurance shall contain minimum limits of liability as follows: of not less than $1,000,000 per occurrence limit, $1,000,000 Personal and Advertising Injury limit, $2,000,000 General Aggregate limit and $2,000,000 Products-Completed Operations Aggregate limit, with a Per Project General Aggregate provision or endorsement. The required limits may be provided by any combination of CGL and umbrella or follow form excess policies [see Section 1.1(d) below]. Such insurance shall contain no explosion, collapse, or underground hazard exclusions. The deductible or self- insured retention amount required under any such policy shall not exceed $10,000 per occurrence. The insurance and the Landlord Parties’ additional insured status thereon shall be maintained continuously in force at least until the expiration of five (5) years after the expiration or termination of the Lease or final completion of the Tenant Improvements, whichever is later. All such policies shall contain a provision that defense costs are paid in addition to and do not deplete any of the policy limits and a provision that the General Aggregate and, to the extent commercially reasonably available, Products - Completed Operations Aggregate apply separately to each project for which Contractor or any subcontractor of any tier performs operations away from premises owned by or rented to Contractor or any such subcontractor. (c) Business Auto Coverage with a limit of liability of $1,000,000 for any one accident or loss. Such insurance shall cover liability arising out of the use of owned, nonowned and hired automobiles. If Contractor or any subcontractor of any tier transports any hazardous materials, the business auto liability policy shall include ISO endorsement form MCS-90 or equivalent endorsement providing coverage for environmental and pollution claims and suits. (d) Umbrella or follow form excess liability insurance at least as broad as the underlying CGL insurance. Umbrella/Excess Liability Insurance shall contain minimum limits of $5,000,000 per occurrence and $5,000,000 aggregate and shall be excess over the primary General

HVAC Work. 1. 8.1 Landlord shall perform the HVAC Workshall, at Landlord’s sole cost and expense expense, on the roof of the Building, (i) replace certain HVAC units and related systems to service the Building (the “New HVAC Units”), (ii) remove certain abandoned HVAC units (the “Abandoned HVAC Units”) serving the Premises, and (iii) leave in place certain existing HVAC units (the “Existing HVAC Units”) and perform certain repairs to such Existing HVAC Units, as further described on Schedule 3 to Exhibit A attached hereto. The installation of New HVAC Units, removal of Abandoned HVAC Units and performance of repairs to Existing HVAC Units is collectively referred to herein as the “HVAC Work”, and the New HVAC Units and the Existing HVAC Units are collectively referred to herein as the “HVAC Units”. Except as otherwise expressly provided in the following sentence, Landlord shall be solely responsible for all costs and expenses related to the HVAC Work. The HVAC Work shall include all engineering and design costs associated therewith, and the re-ducting and re-zoning as shown on Schedule 4 to Exhibit A to the extent needed to ensure that all HVAC Units are properly working and conducting air balancing for the New HVAC Units and Existing HVAC Units. Tenant shall be responsible for the cost to re-duct, re-zone and rebalance the HVAC Units serving any new office space (subject to the terms of Section 2 Improvement Allowance, as defined below), using Building standard methods, materials and finishes and as otherwise reasonably determined by Landlord and otherwise in accordance with all applicable Laws. The HVAC Work is further depicted on Schedule 3 attached hereto. Landlord shall determine use reasonable efforts to substantially complete the brand HVAC Work by December 31, 2019. 8.2 Upon the installation of the New HVAC Units, the manner in which title to the New HVAC Units are lifted to, shall pass to Landlord without any additional consideration to Tenant and installed onupon the expiration or earlier termination of the Lease, the roof HVAC Units shall remain at the Building; provided that Tenant, not Landlord, shall be responsible for all costs and expenses related to the use, maintenance and operation of the Building, and the manner in which HVAC Units (including the New HVAC Units are connected following the installation thereof), subject to the Premises. Landlord terms of the Lease and this Amendment, including, without limitation, Section 8.3, below, and Landlord’s obligations under Section 5.6 of the Lease (including, without limitation, future replacement of HVAC equipment). 8.3 Subject to Landlord’s obligations under Section 5.6 of the Lease (including, without limitation, replacement of HVAC Units), Tenant, at its sole cost and expense, shall enter into procure and maintain in full force and effect, a direct contract (the “Service Contract”) for the service, maintenance, repair and replacement of the HVAC Work Units with a general contractor selected HVAC service and maintenance contracting firm reasonably acceptable to Landlord (“Service Contractor”). Subject to Landlord’s obligations under Section 5.6 of the Lease (including, without limitation, replacement of HVAC Units), Tenant shall follow all reasonable recommendations made by the Service Contractor for the maintenance, repair and replacement of the HVAC Units. The Service Contract shall require the Service Contractor to perform all required maintenance protocols established by the equipment manufacturer, and shall further provide that the Service Contractor perform inspections of the HVAC Units at intervals of not less than three (3) months, and that having made such inspections, the Service Contractor shall furnish a complete report of any defective conditions found to be existing with respect to the HVAC Units, together with any recommendations for maintenance, repair and/or replacement thereof. Said report shall be furnished to Tenant with a copy to Landlord. In addition, Landlord shall have the right to select and/or approve of any subcontractors used in connection with the HVAC Work. 2. All other work and upgrades in connection with the HVAC Work, but subject to Landlord’s approvalobligations under Section 5.6 of the Lease (including, shall be at Tenant's sole cost and expensewithout limitation, plus any applicable state sales or use tax thereonreplacement of HVAC Units), payable upon demand as additional rent under the Lease. Tenant shall be responsible for any delay the cost of repairs to the HVAC Units serving the Premises to the extent such repairs are not fully covered by the Service Contract on such HVAC Unit. 8.4 Notwithstanding anything to the contrary in Section 8.3 above, for the first twelve (12) months following Landlord’s completion of the HVAC Work resulting from any such other work Work, Landlord shall service, maintain, repair and upgrades requested or performed by Tenant. 3. Tenant acknowledges that the HVAC Work may be performed by Landlord in the Building during normal business hours following the execution of the Amendment. Landlord and Tenant agree to cooperate with each other in order to enable the HVAC Work to be performed in a timely manner and with replace, as little inconvenience to the operation of Tenant’s business as is reasonably possible. Notwithstanding anything herein to the contraryapplicable, any delay in the completion all of the HVAC Work Units; provided, however, that the cost to service, maintain, repair and replace the Existing HVAC Units and the cost to service and maintain (but not repair or inconvenience suffered by Tenant replace) the New HVAC Units during the performance such twelve (12) month period shall be included in Common Operating Expenses in accordance with Section 5.6 of the Lease; provided, however, any HVAC Work shall not delay the Extension Date, nor shall it subject Service Contract obtained by Landlord to any liability for any loss or damage resulting therefrom or entitle Tenant to any credit, abatement or adjustment of rent or other sums payable under the Lease. 1.1 Without limiting Contractor’s indemnifications of Tenant set forth in the Lease, Contractor shall maintain as a part of the cost of the Tenant Improvements, and shall require that each subcontractor of every tier maintain at its own expense, at all times during the Tenant Improvements and for such additional periods as required by the Lease, the insurance as described below and covering all additional insured parties as more specifically named in Schedule 2 attached hereto unless otherwise amended from time-to-time with a project order to address project specific hazard conditions. This insurance shall be endorsed to provide that it shall not be terminated, be permitted to expire, be subject to non-renewal, nor be materially altered except on thirty (30) days prior written notice to Landlordat a commercially reasonable rate. All of such insurance shall be maintained in coverage amounts, with deductible amounts, with insurers, and on forms acceptable to Landlord and Landlord’s Lender (if any) and, for all policies, except Worker’s Compensation, Employer’s Liability Insurance and Professional Liability Insurance, shall continuously name Landlord, Landlord’s affiliates and subsidiaries as may be designated by Landlord or Property Manager at any time and as may be changed from time to time, Property Manager, the Construction Manager (if any), Landlord’s property management company for the Property (if different from the Property Manager named herein), Landlord’s Lender (if any), and any other persons or organizations as Landlord may specify from time to time (collectively, with Landlord, the “Landlord Parties”) as additional insureds, with coverage provided to such additional insureds at least as broad as provided In addition to the named insured and as provided by endorsement form numbers CG 20 10 07 04 and CG 20 37 07 04 or their equivalent promulgated by the Insurance Services Office. All insurance policies required shall be issued by companies licensed in the State who maintain a current Policyholder Alphabetic Category Rating of not less than “A-” and Financial Size Category Rating of not less than “VII” according to the latest edition of Best’s Key Rating Guide. Prior to Contractor commencing the Tenant Improvementsforegoing, Contractor shall, and shall require each subcontractor of every tier to, furnish Landlord with Certificates of Insurance, on forms acceptable to Landlord, evidencing that insurance policies are in full force and effect that provide the required coverages and amounts of insurance listed below along with a copy of the endorsement providing additional insured coverage, the primary and non-contributing endorsement and the waiver of subrogation endorsements to the Landlord Parties. At Landlord’s request, Contractor shall provide Landlord with copies of each insurance policy. Any other insurance carried by or available to any Landlord Parties which may be applicable, shall be deemed to be excess insurance and Contractor’s and each subcontractor’s insurance shall contain a provision that it is deemed primary and non- contributing with any insurance carried by or available to the Landlord Parties. Each required insurance policy except for Worker’s Compensation, Employer’s Liability and Professional Liability shall include a Separation of Insureds clause such that the insurance applies separately to each insured against whom a claim or suit is asserted and the policies shall not contain any limitation or exclusion for claims or suits by one insured against another. Contractor shall be responsible for any deductible amounts under the required insurance policies, except to the extent such amounts may be included as part of the cost of the Tenant Improvements. Contractor and each subcontractor of every tier shall provide the greater of (i) the insurance types, amounts and coverages already maintained by Contractor and each such subcontractor, determined individually with respect to each such party or New HVAC Unit, for the first twelve (ii12) months following the following insurance types, amounts and coverages: (a) Workers’ Compensation Insurance complying with applicable State and federal statutes and Employer’s Liability Insurance with limits installation of not less than $1,000,000 bodily injury by accident each New HVAC Unit (each accidenttwelve (12)-month period referred to as the “New HVAC Warranty Period”), $1,000,000 bodily injury by disease Landlord shall be solely responsible for the cost to repair and replace the New HVAC Units (each employee) and $1,000,000 bodily injury by disease (policy limit). (b) Commercial General Liability (“CGL”) Insurance written on an “occurrence form” basis, including, but not limited to, Premises - Operations Liability, Products - Completed Operations Liability, Blanket Contractual Liability Coverage and liabilities arising out of the actions of Independent Contractors. Such insurance shall contain minimum limits of liability as follows: of not less than $1,000,000 per occurrence limit, $1,000,000 Personal and Advertising Injury limit, $2,000,000 General Aggregate limit and $2,000,000 Products-Completed Operations Aggregate limit, with a Per Project General Aggregate provision or endorsement. The required limits may be provided by any combination of CGL and umbrella or follow form excess policies [see Section 1.1(d) below]. Such insurance shall contain no explosion, collapse, or underground hazard exclusions. The deductible or self- insured retention amount required under any such policy cost shall not exceed $10,000 per occurrencebe included in Common Operating Expense). The insurance Landlord’s obligation to pay for such cost to repair and the Landlord Parties’ additional insured status thereon replace any New HVAC Unit shall be maintained continuously applicable to any New HVAC Units requiring repair and/or replacement during the applicable New HVAC Warranty Period, regardless of when such repair and replacement work is actually commenced and completed. Except as provided in force at least until the expiration of five (5) years after foregoing sentence, following the expiration or termination of the Lease or final completion of the Tenant ImprovementsNew HVAC Warranty Period, whichever is later. All such policies shall contain a provision that defense costs are paid in addition to and do not deplete any of the policy limits and a provision that the General Aggregate and, to the extent commercially reasonably available, Products - Completed Operations Aggregate apply separately to each project for which Contractor or any subcontractor of any tier performs operations away from premises owned by or rented to Contractor or any such subcontractor. (c) Business Auto Coverage with a limit of liability of $1,000,000 for any one accident or loss. Such insurance shall cover liability arising out of the use of owned, nonowned and hired automobiles. If Contractor or any subcontractor of any tier transports any hazardous materials, the business auto liability policy shall include ISO endorsement form MCS-90 or equivalent endorsement providing coverage for environmental and pollution claims and suits. (d) Umbrella or follow form excess liability insurance at least as broad as the underlying CGL insurance. Umbrella/Excess Liability Insurance shall contain minimum limits of $5,000,000 per occurrence and $5,000,000 aggregate and all HVAC Units shall be excess over serviced, maintained and repaired by Tenant, at its sole cost, in accordance with the primary Generalterms of Section 8.3 above.