Common use of Improvements and Alterations Clause in Contracts

Improvements and Alterations. (a) Landlord's sole construction obligation under this Lease is set forth in the Work Letter attached hereto as Exhibit "B". (b) Tenant shall not make any alterations, additions or improvements to the Premises (collectively, "Alterations") without (i) the prior written consent of Landlord, and (ii) compliance with such nondiscriminatory requirements concerning such Alterations as may be imposed by Landlord from time to time. Without limiting the foregoing, Landlord may require, at a minimum, compliance with the requirements set forth in Exhibit "C" attached hereto. All Alterations shall be made by Tenant, at Tenant's sole cost and expense, and shall be diligently prosecuted to completion. The cost of any modifications of Project improvements outside or inside of the Premises required by any governmental agency as a condition or the result of Tenant's Alterations shall be borne by Tenant. Any contractor or person making such Alterations shall first be approved in writing by Landlord. Upon the expiration of earlier termination of this Lease, Landlord may elect to have Tenant either (i) surrender with the Premises any or all of Alterations as Landlord, Landlord shall determine (except trade fixtures not attached to the Premises), in which case, such Alterations shall become the property of Landlord, or (ii) promptly remove any or all of such Alterations designated by Landlord to be removed, in which case, Tenant shall repair and restore the Premises to its original condition as of the date of substantial completion of the Tenant Work, reasonable wear and tear excepted. (c) Tenant shall keep the Premises, the Building and the Project free from any and all liens arising out of any work performed, materials furnished, or obligations incurred by or for Tenant. In the event that Tenant shall not, within ten (10) days following the imposition of any such lien, cause the same to be released of record by payment or posting of a bond in a form and issued by a surety acceptable to Landlord, Landlord shall have the right, but not the obligation, to cause such lien to be released by such means as it shall deem proper (including payment of or defense against the claim giving rise to such lien); in such case, Tenant shall reimburse Landlord for all amounts so paid by Landlord in connection therewith, together with all of Landlord's costs and expenses, with interest thereon at the Default Rate (defined below). Such rights of Landlord shall be in addition to all other remedies provided herein or by law.

Improvements and Alterations. (a) Landlord's sole construction obligation under this Lease is set forth The Lessee, at the Lessee’s own cost and expense, (i) shall make alterations, renovations, repairs, improvements and additions to the Leased Property or any part thereof and substitutions and replacements therefor (collectively, “Alterations”) which are (A) necessary to repair or maintain the Improvements or the Site in the Work Letter attached hereto condition required by Section 9.1 or (B) necessary or advisable to restore the Improvements and the Site to its condition existing prior to a Casualty or Condemnation to the extent required pursuant to Article XIII, and (ii) so long as Exhibit "B"no Material Default or Event of Default has occurred and is continuing, may undertake Alterations on the Leased Property so long as such Alterations comply in all material respects with Applicable Laws and are consistent and comply with Section 9.1 and subsection (b) of this Section 9.2. (b) Tenant The making of any Alterations pursuant to subsection (a)(i) above of this Section 9.2 must be in compliance with the following requirements: The Lessee shall not make any alterationsAlterations in violation of the terms of any restriction, additions easement, condition, covenant or improvements other similar matter affecting title to or binding on the Premises (collectively, "Alterations") without Improvements or the Site. (i) No Alterations shall be undertaken until the prior written consent of LandlordLessee shall have procured and paid for, and (ii) compliance with such nondiscriminatory requirements concerning such Alterations so far as the same may be imposed by Landlord required from time to time, all permits and authorizations relating to such Alterations of all municipal and other Authorities having jurisdiction over the Improvements or the Site. Without limiting the foregoing, Landlord may requireLessor, at a minimum, compliance with the requirements set forth in Exhibit "C" attached hereto. All Alterations shall be made by Tenant, at Tenant's sole cost and Lessee’s expense, and shall be diligently prosecuted to completion. The cost of any modifications of Project improvements outside or inside of join in the Premises required by any governmental agency as a condition or the result of Tenant's Alterations shall be borne by Tenant. Any contractor or person making such Alterations shall first be approved in writing by Landlord. Upon the expiration of earlier termination of this Lease, Landlord may elect to have Tenant either (i) surrender with the Premises any or all of Alterations as Landlord, Landlord shall determine (except trade fixtures not attached to the Premises), in which case, such Alterations shall become the property of Landlord, or (ii) promptly remove any or all of such Alterations designated by Landlord to be removed, in which case, Tenant shall repair and restore the Premises to its original condition as of the date of substantial completion of the Tenant Work, reasonable wear and tear excepted. (c) Tenant shall keep the Premises, the Building and the Project free from any and all liens arising out of any work performed, materials furnished, or obligations incurred by or application for Tenant. In the event that Tenant shall not, within ten (10) days following the imposition of any such lien, cause the same to be released of record by payment permit or posting of a bond in a form authorization and issued by a surety acceptable to Landlord, Landlord shall have the right, but not the obligation, to cause such lien to be released by such means as it shall deem proper (including payment of or defense against the claim giving rise to such lien); in such case, Tenant shall reimburse Landlord for all amounts so paid by Landlord execute and deliver any document in connection therewith, together whenever such joinder is necessary or advisable; provided that, however, such joinder shall not constitute or be deemed to constitute, any assumption or responsibility or liability whatsoever. (ii) The Alterations shall be completed in a good and workmanlike manner and in compliance in all material respects with all Applicable Laws then in effect and with the Insurance Requirements. (iii) All Alterations shall, when completed, be of Landlord's costs such a character as to not materially diminish (A) the utility of the Improvements as a corporate office complex including a corporate office building and expensesany uses ancillary thereto, (B) the then current Fair Market Value as determined by reference to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease Term. (iv) The Lessee shall have made adequate arrangements for payment of the cost of all Alterations when due so that the Improvements and the Site shall at all times be free of Liens for labor and materials supplied or claimed to have been supplied to the Improvements or the Site, other than Permitted Liens; provided, that the Lessee shall have the right to engage in Permitted Contests in accordance with interest thereon at Section 9.5. (v) The Alterations must be located solely on the Default Rate (defined below). Such rights of Landlord shall be in addition to all other remedies provided herein or by lawSite.

Improvements and Alterations. (a) Landlord's sole construction obligation under this Lease is The Lessor agrees to furnish the demised premises to the Lessee at the fixturing date with those improvements set forth as Lessor's Improvements in the Work Letter attached hereto as Exhibit "B". (b) Tenant shall not make any alterations, additions or improvements to the Premises (collectively, "Alterations") without (i) the prior written consent of Landlord, and (ii) compliance with such nondiscriminatory requirements concerning such Alterations as may be imposed by Landlord from time to time. Without limiting the foregoing, Landlord may require, at a minimum, compliance with the requirements set forth in Exhibit Schedule "C" attached hereto. All Alterations The Lessee agrees to be responsible for the installation at the fixturing date at its sole risk, cost and expense of the Lessee's Improvements in accordance with the rules and regulations as set forth in Schedule "D" attached hereto. Should the Lessee require any alterations, improvements, partitions, or changes of whatsoever kind to or in the demised premises after the Lessee has taken possession thereof, the Lessee will make and install the same at its own expense; PROVIDED HOWEVER, that no repairs, alterations, improvements, partitions, or changes of whatsoever kind shall be made by Tenantwithout the written consent of the Lessor first had and obtained, at Tenant's sole cost such consent not to be unreasonably withheld; PROVIDED FURTHER, that any such repairs, alterations, improvements, partitions, or changes of whatsoever kind shall be made in a good and expenseworkmanlike manner with new, first-class materials and shall be diligently prosecuted carried out and the plans relating thereto shall be prepared by such tradesman, engineers or consultants as are approved by the Lessor. All alterations, improvements, partitions and changes made in or to completion. The cost the demised premises at any time before or after the taking of any modifications of Project improvements outside possession by the Lessee, by the Lessee or inside the Lessor, shall immediately become the property of the Premises required by any governmental agency as a condition or Lessor and form part of the result of Tenant's Alterations demised premises and the building and shall be borne by Tenant. Any contractor or person making such Alterations shall first be approved in writing by Landlord. Upon remain upon the demised premises; PROVIDED ALWAYS that the Lessor may at the expiration or sooner termination of earlier termination this Lease for any reason whatsoever require that the Lessee restore the demised premises in whole or in part to the same condition in which they were at the time of the entering into of this Lease, Landlord may elect to have Tenant either (i) surrender with the Premises any or all of Alterations as Landlord, Landlord shall determine (except trade fixtures not attached exceptions to the Premises), in which case, such Alterations Lessee's repair obligations only excepted. The Lessee shall become the property of Landlord, or (ii) promptly not remove any or all furniture, leasehold improvements, fixtures, chattels of such Alterations designated by Landlord to be removed, in which case, Tenant shall repair and restore any kind from the Premises to its original condition as demised premises without the prior consent of the date of substantial completion of the Tenant Work, reasonable wear Lessor and tear excepteduntil all rents and other monies due are fully paid. (c) Tenant shall keep the Premises, the Building and the Project free from any and all liens arising out of any work performed, materials furnished, or obligations incurred by or for Tenant. In the event that Tenant shall not, within ten (10) days following the imposition of any such lien, cause the same to be released of record by payment or posting of a bond in a form and issued by a surety acceptable to Landlord, Landlord shall have the right, but not the obligation, to cause such lien to be released by such means as it shall deem proper (including payment of or defense against the claim giving rise to such lien); in such case, Tenant shall reimburse Landlord for all amounts so paid by Landlord in connection therewith, together with all of Landlord's costs and expenses, with interest thereon at the Default Rate (defined below). Such rights of Landlord shall be in addition to all other remedies provided herein or by law.

Improvements and Alterations. (a) Landlord's sole construction obligation under this Lease is set forth in 7.1 Initial improvements to the Work Letter attached hereto as Premises shall be governed by the provisions of Exhibit "B" attached thereto and hereby made a part hereof (the ". (bWork Agreement") and the other provisions of this Lease not in conflict therewith. Without the prior written consent of Landlord, Tenant shall not make or permit to be made any alterations, additions, or improvements in, on or to the Premises or the Project or any part thereof, except for interior, non-structural alterations to the Premises not exceeding One Thousand Dollars ($1,000) in cumulative costs throughout the term hereof. 7.2 Landlord may impose as a condition to such consent such requirements as Landlord may deem necessary in its sole discretion, including (without limitation) requirements relating to the manner in which the work is done, the contractor by whom it is performed, and the limes during which it is accomplished, as well as the requirement that upon written request of Landlord, Tenant will remove at its expense any and all permanent improvements or additions to the Premises installed by Tenant. Any damage done to the Premises in connection with such removal shall be repaired at Tenant's sole cost and expense. Landlord may, in connection with any such removal which reasonably might involve damaging the Premises, require that such removal be performed by a bonded contractor or other person for which a bond satisfactory to Landlord has been furnished covering the cost of repairing the anticipated damage. Notwithstanding any contrary provision herein, Tenant shall not, in any event, make any alterations, additions or improvements which might or could affect the structure of the Building or to the mechanical or electrical systems of the Building or which are visible from the exterior of the Premises (collectively, "Alterations") without (i) or which interfere with or disrupt other tenants in the prior written consent of Landlord, and (ii) compliance Building or with such nondiscriminatory requirements concerning such Alterations as may be imposed any work then being carried out therein by Landlord from time to timeor its contractors. Without limiting the foregoingAny alterations, Landlord may require, at a minimum, compliance with the requirements set forth in Exhibit "C" attached hereto. All Alterations additions or improvements desired by Tenant shall be made by Tenant, at Tenant's sole cost and expenseexpense in compliance with Section 9 below and in accordance with plans and specifications, and shall be diligently prosecuted pursuant to completion. The cost of any modifications of Project improvements outside or inside of the Premises required governmental permits, approved in advance by any governmental agency as a condition or the result of Tenant's Alterations shall be borne by TenantLandlord. Any contractor or person making such Alterations shall first selected by Tenant to make same must be bondable and licensed and be approved in writing advance by Landlord and must provide insurance coverage acceptable to Landlord. Such work shall be performed by union labor unless Landlord determines that the use of nonunion labor is not likely to cause labor unrest or disputes. At Landlord's option, any alterations, additions or improvements desired by Tenant shall be made by Landlord or its contractors for Tenant's account, and Tenant shall pay the cost thereof to Landlord prior to Landlord's contracting for such work; provided, however, that Landlord's price shall not exceed the lowest bona fide bid, from a contractor reasonably satisfactory to Landlord, therefore obtained by Tenant and communicated to Landlord. Upon the expiration completion of earlier termination of this Leaseany alterations, Landlord may elect to have Tenant either (i) surrender with the Premises any additions or all of Alterations as Landlord, Landlord shall determine (except trade fixtures not attached to the Premises), in which case, such Alterations shall become the property of Landlord, or (ii) promptly remove any or all of such Alterations designated by Landlord to be removed, in which caseimprovements, Tenant shall repair furnish Landlord a set of "as built" plans and restore the Premises to its original condition as of the date of substantial completion of the Tenant Workspecifications therefor, reasonable wear and tear excepted. (c) Tenant shall keep the Premises, the Building and the Project free from any and all liens arising out of any work performed, materials furnished, or obligations incurred by or for Tenant. In the event that Tenant shall notand, within ten (10I 0) days following the imposition of any after such lien, cause the same to be released of record by payment or posting of a bond in a form and issued by a surety acceptable to Landlord, Landlord shall have the right, but not the obligation, to cause such lien to be released by such means as it shall deem proper (including payment of or defense against the claim giving rise to such lien); in such casecompletion, Tenant shall reimburse Landlord for cause an appropriate notice of completion to be recorded in the office of the Clerk of Circuit Court of the First Circuit, State of Hawaii, pursuant to Section 507-43, Hawaii Revised Statutes, as amended. Tenant shall cause all amounts so paid by Landlord such alterations, additions or improvements to be completed in connection therewitha good, together workmanlike, diligent, prompt and expeditious manner in compliance with all of applicable laws. Landlord's costs approval of Tenant's plans and expenses, with interest thereon at the Default Rate (defined below). Such rights specifications shall not constitute a representation or warranty of Landlord as to the adequacy thereof or compliance thereof with applicable laws. Tenant shall be in addition pay to all other remedies provided herein Landlord a fee equal to ten percent (10%) of the total cost of the subject work for reviewing Tenant's plans and specifications and Landlord's coordination, scheduling and review of subject work, regardless of whether Landlord or by lawTenant contracts for such work.

Improvements and Alterations. (a) Landlord shall deliver the Premises to Tenant, and Tenant agrees to accept the Premises from Landlord in its existing “AS-IS”, “WHERE-IS” and “WITH ALL FAULTS” condition, and Landlord shall have no obligation to refurbish or otherwise improve the Premises throughout the Lease Term; provided, however, and notwithstanding the foregoing to the contrary Landlord's ’s sole construction obligation under this Lease is set forth in the Work Letter attached hereto as Exhibit "B"B. In addition, with respect to the area in the Suite 600 Space generally shown in Exhibit I attached hereto and incorporated herein for all purposes, Landlord at its sole cost and expense, agrees (i) to add five 12” Building standard cooling only VAV boxes, (ii) that a new supply air plenum will be added to the box and the supply air tap-outs will be cut in, (iii) that a total of four 12-inch supply air diffusers will be installed in a quadrant pattern, and (iv) that all thermostats will be relocated to their respective zones. (b) Tenant shall not make any Any alterations, additions additions, or improvements made by or on behalf of Tenant to the Premises (collectively, "“Alterations"”) without (i) the shall be subject to Landlord’s prior written consent of Landlord, and (ii) compliance with such nondiscriminatory requirements concerning such Alterations as may be imposed by Landlord from time to timeconsent. Without limiting the foregoing, Landlord may requireTenant shall cause, at its sole cost and expense, all Alterations to comply with insurance requirements and with Laws and shall construct, at its sole cost and expense, any alteration or modification required by Laws as a minimum, compliance with the requirements set forth in Exhibit "C" attached heretoresult of any Alterations. All Alterations shall be made by Tenant, constructed at Tenant's ’s sole cost and expense, expense and in a good and workmanlike manner by contractors reasonably acceptable to Landlord and only good grades of materials shall be diligently prosecuted to completionused. The cost of All plans and specifications for any modifications of Project improvements outside or inside of the Premises required by any governmental agency as a condition or the result of Tenant's Alterations shall be borne submitted to Landlord for its approval. Landlord may monitor construction of the Alterations. Tenant shall reimburse Landlord for all out-of-pocket sums, if any paid by Landlord for third party examination of Tenant’s plans and specifications for any Alterations. Any In addition, Tenant shall be obligated to pay Landlord a coordination fee equal to ten percent (10%) of the actual costs of any of such Alterations, which coordination fee shall be paid to Landlord promptly following the completion of the construction of the Alterations. Such coordination fee will be deemed to cover all of Landlord’s costs and expenses for Landlord’s employees or contractors, including but not limited to management personnel, engineers and other consultants involved in review, approval coordination and/or supervision of the Alterations. Landlord’s right to review plans and specifications and to monitor construction shall be solely for its own benefit, and Landlord shall have no duty to see that such plans and specifications or construction comply with applicable laws, codes, rules and regulations. Without limiting the other grounds upon which Landlord may refuse to approve any contractor or person making such Alterations shall first subcontractor Landlord may take into account the desirability of maintaining harmonious labor relations at the Project. Landlord may also require that all life safety related work and all mechanical electrical plumbing and roof related work be approved in writing performed by contractors designated by Landlord. Upon Landlord shall have the right, in its sole discretion to instruct Tenant to remove those improvements or Alterations from the Premises which (i) were not approved in advance by Landlord (ii) were not built in conformance with the plans and specifications approved by Landlord or (iii) Landlord specified during its review of plans and specifications for Alterations would need to be removed by Tenant upon the expiration of earlier this Lease. Except as set forth in the preceding sentence, Tenant shall not be obligated to remove such Alterations at the expiration of this Lease. Landlord shall not unreasonably withhold or delay its approval with respect to what improvements or Alterations Landlord may require Tenant to remove at the expiration of the Lease. If upon the termination of this Lease, Landlord may elect require Tenant to have Tenant either (i) surrender with the Premises any or all of Alterations as Landlord, Landlord shall determine (except trade fixtures not attached to the Premises), in which case, such Alterations shall become the property of Landlord, or (ii) promptly remove any or all of such Alterations designated by Landlord to be removedfrom the Premises, in which casethen Tenant, al Tenant’s sole cost and expense, shall promptly remove such Alterations and improvements and Tenant shall repair and restore the Premises to its original condition as of the date of substantial completion of the Tenant WorkCommencement Date, reasonable wear and tear excepted. (c) Tenant shall keep . Any Alterations remaining in the Premises, the Building and the Project free from any and all liens arising out of any work performed, materials furnished, or obligations incurred by or for Tenant. In the event that Tenant shall not, within ten (10) days Premises following the imposition expiration of any such lien, cause the same to be released Lease Term or following the surrender of record by payment or posting of a bond in a form and issued by a surety acceptable the Premises from Tenant to Landlord, shall become the property of Landlord shall have the right, but not the obligation, to cause such lien to be released by such means as it shall deem proper (including payment of or defense against the claim giving rise to such lien); in such case, unless Landlord notifies Tenant otherwise. Tenant shall reimburse provide Landlord for all amounts so paid by Landlord in connection therewith, together with all of Landlord's costs the identities and expenses, with interest thereon at the Default Rate (defined below). Such rights of Landlord shall be in addition to all other remedies provided herein or by law.mailing addresses of

Improvements and Alterations. (a) Landlord's sole construction obligation under this Lease is set forth All improvements in the Work Letter attached hereto as Exhibit "B". (b) Tenant shall not make any alterations, additions or improvements and to the Premises Premises, including any Alterations (defined in Section 9.03) (collectively, "Alterations"“Leasehold Improvements”) shall remain upon the Premises at the end of the Term without (i) the prior written consent of Landlordcompensation to Tenant, and (ii) compliance with such nondiscriminatory requirements concerning such Alterations as may be imposed by Landlord from time to time. Without limiting the foregoing, Landlord may requireprovided that Tenant, at a minimumits expense, removes any Required Removables (as hereinafter defined), in compliance with the requirements set forth in Exhibit "C" attached heretoNational Electric Code or other applicable Law. All Alterations shall be made Landlord, by written notice to Tenant at least thirty (30) days prior to the Expiration Date, may require Tenant, at Tenant's sole cost and its expense, to remove any Alterations that, in Landlord’s reasonable judgment, are of a nature that would require removal and repair costs that are materially in excess of the removal and repair costs associated with standard office improvements (such items collectively are referred to as “Required Removables”). Required Removables shall include, without limitation, Tenant’s personal property and merchandise, interior and exterior signage, internal stairways, raised floors, personal baths and showers, vaults, rolling file systems and structural alterations and modifications and, notwithstanding anything to the contrary in this Lease, Tenant shall have an obligation to remove the Required Removables specifically enumerated in this sentence upon the expiration or earlier termination of this Lease whether or not Landlord delivers notice to Tenant requiring removal of the same as contemplated by the immediately preceding sentence. The Required Removables shall be diligently prosecuted to completion. The cost of any modifications of Project improvements outside removed by Tenant before the Expiration Date or inside of the Premises required by any governmental agency as a condition or the result of Tenant's Alterations shall be borne by Tenant. Any contractor or person making such Alterations shall first be approved in writing by Landlord. Upon the expiration of earlier termination of this Lease. Tenant shall repair damage caused by the installation or removal of Required Removables. If Tenant fails to perform its obligations in a timely manner, Landlord may elect to have perform such work at Tenant’s expense. Tenant, at the time it requests approval for a proposed Alteration, may request in writing that Landlord advise Tenant either (i) surrender with whether the Premises any or all of Alterations as Landlord, Landlord shall determine (except trade fixtures not attached to the Premises), in which case, such Alterations shall become the property of Landlord, or (ii) promptly remove any or all of such Alterations designated by Landlord to be removed, in which case, Tenant shall repair and restore the Premises to its original condition as of the date of substantial completion of the Tenant Work, reasonable wear and tear excepted. (c) Tenant shall keep the Premises, the Building and the Project free from any and all liens arising out of any work performed, materials furnished, or obligations incurred by or for TenantAlteration is a Required Removable. In the event that Tenant shall not, within Within ten (10) days following the imposition after receipt of any such lien, cause the same to be released of record by payment or posting of a bond in a form and issued by a surety acceptable to LandlordTenant’s request, Landlord shall have advise Tenant in writing as to which portions of the right, but not Alteration are Required Removables. If a Default has occurred and remains uncured at the obligation, to cause such lien to be released by such means as it shall deem proper (including payment of or defense against the claim giving rise to such lien); in such caseExpiration Date, Tenant shall reimburse Landlord for all amounts so paid by Landlord in connection therewithnot be entitled to remove any of its personal property or merchandise, together with all without the express written approval of Landlord's costs , and expenses, with interest thereon at the Default Rate (defined below). Such rights of Landlord shall be in addition have all rights therein as are then available to all other remedies provided herein or Landlord by law.

Improvements and Alterations. (a) Except as expressly provided otherwise in this Lease, including without limitation, Exhibit B, latent defects and Landlord's ’s on-going repair and maintenance obligations. Landlord shall deliver the Premises to Tenant, and Tenant agrees to accept the Premises from Landlord in its existing “AS-IS”, “WHERE-IS” and “WITH ALL FAULTS” condition, and Landlord shall have no obligation to refurbish or otherwise improve the Premises throughout the Lease Term; provided, however, and notwithstanding the foregoing to the contrary, Landlord’s sole construction obligation under this Lease with respect to the initial Tenant Improvements is set forth in the Work Letter attached hereto as Exhibit "B".B. (b) Tenant shall not make any Any alterations, additions additions, or improvements made by or on behalf of Tenant to the Premises (collectively, "“Alterations"”) without shall be subject to Landlord’s prior written consent. Landlord’s consent shall not be unreasonably withheld with respect to proposed Alterations that (i) the prior written consent of Landlordcomply with all applicable laws, ordinances, rules and regulations; (ii) compliance are compatible with such nondiscriminatory the Building and its mechanical, electrical, HVAC and life safety systems; (iii) will not interfere with the use and occupancy of any other portion of the Building by any other tenant or their invitees; (iv) do not affect the structural portions of the Building; and, (v) do not and will not, whether alone or taken together with other improvements, require the construction of any other improvements or alterations within the Building. Tenant shall also have the right without Landlord’s consent or prior notice to Landlord to install phone, computer and telecommunications lines and cabling that do not materially affect the Building systems and are located entirely within the Premises. Tenant shall cause, at its sole cost and expense, all Alterations to comply with commercially reasonable insurance requirements concerning such and with Laws and shall construct, at its sole cost and expense, any alteration or modification required in the Premises by Laws as a result of any Alterations as may and any Alterations required outside the Premises shall be imposed performed by Landlord from time to time. Without limiting the foregoing, Landlord may require, at a minimum, compliance with the requirements set forth and included in Exhibit "C" attached heretoOperating Expenses. All Alterations shall be made by Tenant, constructed at Tenant's ’s sole cost and expense, in a first class and good and workmanlike manner by contractors reasonably acceptable to Landlord and only good grades of materials shall be used. All plans and specifications for any Alterations shall be submitted to Landlord for its approval, which approval shall not be unreasonably withheld and shall be diligently prosecuted to completiongranted or denied within a reasonable period of time, but no later than thirty (30) days after Landlord’s receipt of such written request. The cost of any modifications of Project improvements outside or inside Landlord may monitor construction of the Premises required Alterations and Tenant shall reimburse Landlord for any out-of-pocket costs incurred by any governmental agency as a condition or the result of Tenant's Alterations Landlord in monitoring such construction. Landlord’s right to review plans and specifications and to monitor construction shall be borne by Tenantsolely for its own benefit, and Landlord shall have no duty to see that such plans and specifications or construction comply with applicable laws, codes, rules and regulations. Any Without limiting the other grounds upon which Landlord may refuse to approve any contractor or person making such Alterations shall first be approved in writing by Landlord. Upon the expiration of earlier termination of this Leasesubcontractor, Landlord may elect take into account the desirability of maintaining harmonious labor relations at the Project. Landlord may also require that all life safety related work and all mechanical, electrical, plumbing and roof related work be performed by contractors designated by Landlord, so long as such contractors are reasonably available and competitively priced. Landlord shall have the right, in its sole discretion, to have instruct Tenant either to remove those non-general office improvements or non-general office Alterations from the Premises which (i) surrender were not approved in advance by Landlord, (ii) were not built in conformance with the Premises any or all of Alterations as Landlord, Landlord shall determine (except trade fixtures not attached to the Premises), in which case, such Alterations shall become the property of plans and specifications approved by Landlord, or (iiiii) promptly Landlord specified during its review of plans and specifications for Alterations would need to be removed by Tenant upon the expiration of this Lease. Except as set forth in the proceeding sentence, Tenant shall not be obligated to remove such Alterations at the expiration of this Lease and Tenant shall not be obligated to remove any Tenant Improvements made by Landlord. Landlord shall not unreasonably withhold or delay its approval with respect to what improvements or Alterations Landlord may require Tenant to remove at the expiration of the Lease. If Landlord concurrently with Landlord’s consent requires Tenant to remove any or all of such Alterations designated by Landlord to be removedfrom the Premises upon the termination of this Lease, in which casethen Tenant, at Tenant’s sole cost and expense, shall promptly remove such Alterations and improvements and Tenant shall repair and restore the Premises to its original condition as of the date of substantial completion of the Tenant WorkCommencement Date, reasonable wear and tear excepted. Any Alterations remaining in the Premises following the expiration of the Lease Term or following the surrender of the Premises from Tenant to Landlord, shall become the property of Landlord unless Landlord notifies Tenant otherwise. Tenant shall provide Landlord with the identities and mailing addresses of all persons performing work or supplying materials, prior to beginning such construction, and Landlord may post on and about the Premises notices of non-responsibility pursuant to applicable law. Tenant shall assure payment for the completion of all work free and clear of liens and shall provide certificates of insurance for worker’s compensation and other coverage in amounts and from an insurance company reasonably satisfactory to Landlord protecting Landlord against liability for bodily injury or property damage during construction. Upon completion of any Alterations and upon Landlord’s reasonable request, Tenant shall deliver to Landlord sworn statements setting forth the names of all contractors and subcontractors who did work on the Alterations and final lien waivers from all such contractors and subcontractors. Additionally, upon completion of any Alteration, Tenant shall provide Landlord, at Tenant’s expense, with a complete set of plans in reproducible form and specifications reflecting the actual conditions of the Alterations, together with a copy of such plans on diskette in the AutoCAD format or such other format as may then be in common use for computer assisted design purposes. Tenant shall pay to Landlord, as additional rent, the reasonable costs of Landlord’s engineers and other consultants (but not Landlord’s on-site management personnel) for review of all plans, specifications and working drawings for the Alterations and for the incorporation of such Alterations in the Landlord’s master Building drawings, within thirty (30) days after Tenant’s receipt of invoices either from Landlord or such consultants together with (in any event) an administrative charge of four percent (4%) of the actual costs of such work. In addition to such costs, Tenant shall pay to Landlord, within thirty (30) business days after completion of any Alterations, the actual, reasonable costs incurred by Landlord for services rendered by Landlord’s management personnel and engineers to coordinate and/or supervise any of the Alterations to the extent such services are provided in excess of or after the normal on-site hours of such engineers and management personnel. (c) Tenant shall keep the Premises, the Building and the Project free from any and all liens arising out of any Alterations, work performed, materials furnished, or obligations incurred by or for Tenant. In the event that Tenant shall not, within ten (10) business days following notice from Landlord of the imposition of any such lien, cause the same to be released of record by payment or posting of a bond in a form and issued by a surety acceptable to Landlord, Landlord shall have the right, but not the obligation, to cause such lien to be released by such means as it shall deem proper (including payment of or defense against the claim giving rise to such lien); in such case, Tenant shall reimburse Landlord for all amounts so paid by Landlord in connection therewith, together with all of Landlord's ’s costs and expenses, with interest thereon at the Default Rate (defined below)) and Tenant shall indemnify and defend each and all of the Landlord Indemnitees (defined below) against any damages, losses or costs arising out of any such claim. Tenant’s indemnification of Landlord contained in this Paragraph shall survive the expiration or earlier termination of this Lease. Such rights of Landlord shall be in addition to all other remedies provided herein or by law. (d) NOTICE IS HEREBY GIVEN THAT LANDLORD SHALL NOT BE LIABLE FOR ANY LABOR, SERVICES OR MATERIALS FURNISHED OR TO BE FURNISHED TO TENANT, OR TO ANYONE HOLDING THE PREMISES THROUGH OR UNDER TENANT, AND THAT NO MECHANICS’ OR OTHER LIENS FOR ANY SUCH LABOR, SERVICES OR MATERIALS SHALL ATTACH TO OR AFFECT THE INTEREST OF LANDLORD IN THE PREMISES.

Improvements and Alterations. (a) Landlord shall deliver the Premises to Tenant, and Tenant agrees to accept the Premises from Landlord in its existing “AS-IS”, “WHERE-IS” and “WITH ALL FAULTS” condition, except as otherwise expressly specified in this Lease, and Landlord shall have no obligation to refurbish or otherwise improve the Premises throughout the Lease Term; provided, however, and notwithstanding the foregoing to the contrary, Landlord's ’s sole construction obligation under this Lease is set forth in the Work Letter attached hereto as Exhibit "B"B. Notwithstanding the foregoing, Landlord represents and warrants to Tenant that, to the best of Landlord’s knowledge, as of the Effective Date, the Premises shall comply in all material respects with all applicable Laws, including the Americans with Disabilities Act of 1990 (the “ADA”). Any repairs or alterations required to bring the Premises in compliance with all applicable Laws as a result of non-compliance existing as of the Effective Date shall be conducted by Landlord at Landlord’s sole cost and expense, except to the extent caused by Tenant or Tenant’s employees, agents or contractors, in which case Tenant shall be responsible for such costs and expenses. (b) Any alterations, additions, or improvements made by or on behalf of Tenant to the Premises (“Alterations”) shall be subject to Landlord’s prior written consent. Landlord’s consent shall not be unreasonably withheld or conditioned (and shall be subject to Section 4(e) below) with respect to proposed Alterations that (i) comply with all applicable laws, ordinances, rules and regulations; (ii) do not adversely affect the Building and its mechanical, electrical, HVAC and life safety systems; (iii) will not unreasonably interfere with the use and occupancy of any other portion of the Building by any other tenant or their invitees; (iv) do not adversely affect the structural portions of the Building; (v) do not and will not, whether alone or taken together with other improvements, require the construction of any other material improvements or alterations within the Building; and (vi) do not cause Landlord to incur any out-of-pocket cost or expense (unless tenant is willing and commits to pay for same) as a result thereof. Notwithstanding the foregoing, Tenant shall have the right, at its sole cost and expense, to make cosmetic Alterations to the Premises for its own benefit, and not for the benefit of Landlord, provided that in each instance (i) the alteration does not materially or adversely affect the mechanical, electrical, plumbing, or structural elements of the Building, (ii) such work does not include boring or drilling (other than to non-load bearing demising walls in the Premises), (iii) Tenant shall have provided Landlord notice of such alteration work, as well as a schedule for completion of such work, prior to the commencement of such work, (iv) such work shall not unreasonably interfere with work being performed or to be performed by Landlord or at its direction elsewhere in the Building or otherwise require or cause Landlord to incur any out-of-pocket cost (unless Tenant is willing and commits to pay for same) in connection therewith or as a result thereof, (v) Landlord has approved the contractor retained by Tenant for the performance of such work (which approval shall not be unreasonably withheld or conditioned as provided in this Paragraph 4(b), and (vi) such Alterations do not require the issuance of a building permit, and (vii) the alteration shall not make any the cost of renovating the Premises for office use following the expiration or termination of this Lease materially more expensive than if such alterations, additions or improvements had not been made (by way of illustration and not limitation, the installation of raised flooring for a computer room, interconnecting stairwell, additional toilet rooms, health club or any other item that is required to be removed by an express provision of this Lease would constitute alterations, additions or improvements that would make the cost of renovating the Premises (collectivelyfollowing expiration or termination of this Lease materially more expensive). With respect to any Alteration for which Landlord’s consent is not required hereunder, "Alterations") without (i) the prior written consent of LandlordTenant shall, nonetheless, deliver to Landlord as-built plans and (ii) compliance specifications with such nondiscriminatory requirements concerning respect to any such Alterations as may be imposed by Landlord from time within sixty (60) days after the completion thereof; provided, however, that Tenant shall have no such obligations with respect to timeAlterations that include solely paint, carpet and the installation of wall covering. Without limiting the foregoing, Landlord may requireTenant shall cause, at its sole cost and expense, all Alterations to comply with insurance requirements and with Laws and shall construct, at its sole cost and expense, any alteration or modification required by Laws as a minimum, compliance with the requirements set forth in Exhibit "C" attached heretoresult of any Alterations. All Alterations shall be made by Tenant, constructed at Tenant's ’s sole cost and expense, in accordance with all applicable Laws and in a first class and good and workmanlike manner by contractors reasonably acceptable to Landlord (subject to Section 4(e) below) and only good grades of materials shall be diligently prosecuted used. All plans and specifications for any Alterations requiring Landlord’s approval shall be submitted to completionLandlord for its approval. The cost of any modifications of Project improvements outside or inside Landlord may monitor construction of the Premises required by any governmental agency as a condition or the result of Tenant's Alterations Alterations. Landlord’s right to review plans and specifications and to monitor construction shall be borne by Tenantsolely for its own benefit, and Landlord shall have no duty to see that such plans and specifications or construction comply with applicable laws, codes, rules and regulations. Any Without limiting the other grounds upon which Landlord may refuse to approve any contractor or person making such Alterations shall first subcontractor, Landlord may take into account the desirability of maintaining harmonious labor relations at the Project. Landlord may also require that all life safety related work and all mechanical, electrical, plumbing and roof related work be approved in writing performed by contractors reasonably designated by Landlord. Upon Landlord shall have the expiration of earlier termination of this Leaseright, Landlord may elect in its sole discretion, to have instruct Tenant either to remove Alterations from the Premises which (i) surrender were not approved in advance by Landlord, (ii) were not built in conformance with the Premises any or all of Alterations as Landlord, Landlord shall determine (except trade fixtures not attached to the Premises), in which case, such Alterations shall become the property of plans and specifications approved by Landlord, or (iiiii) promptly Landlord specified in writing during its review of the plans and specifications for such Alterations that such Alterations would need to be removed by Tenant upon the expiration of this Lease; provided, however, that Tenant shall have no obligation to remove the initial Tenant Improvements to the Premises (except for any data centers, fire suppressant systems, supplemental HVAC systems and equipment, UPS, SCIF, Supplemental Equipment, Tenant signage and those Tenant Improvements that were not built in accordance with the Tenant Improvement Construction Documents (but only if such non-conforming Tenant Improvements cause the cost of renovating the Premises materially more expensive as described in item (vii) above)) or the improvements to the Must-Take Space existing and in place as of the Date of this Lease. Landlord shall not unreasonably withhold or condition its approval with respect to what improvements or Alterations Landlord may require Tenant to remove at the expiration of the Lease. If upon the termination of this Lease Landlord requires Tenant to remove any or all of such Alterations designated by from the Premises, then Tenant, at Tenant’s sole cost and expense, shall promptly remove such Alterations and improvements and Tenant shall repair any damage to the Premises resulting from such removal. Any Alterations remaining in the Premises following the expiration of the Lease Term or following the surrender of the Premises from Tenant to Landlord, shall become the property of Landlord unless Landlord notifies Tenant otherwise. Tenant shall provide Landlord with the identities and mailing addresses of all persons performing work or supplying materials, prior to be removedbeginning such construction, and Landlord may post on and about the Premises notices of non-responsibility pursuant to applicable law. Tenant shall assure payment for the completion of all work free and clear of liens and shall provide certificates of insurance for worker’s compensation and other coverage in which caseamounts and from an insurance company reasonably satisfactory to Landlord protecting Landlord against liability for bodily injury or property damage during construction. Upon completion of any Alterations and upon Landlord’s reasonable request, Tenant shall repair deliver to Landlord sworn statements setting forth the names of all contractors and restore subcontractors who did work on the Premises Alterations and final lien waivers from all such contractors and subcontractors and any other documentation customarily provided in the State to its original condition as extinguish liens. Additionally, upon completion of any Alteration, Tenant shall provide Landlord, at Tenant’s expense, with a complete set of plans in reproducible form and specifications reflecting the actual conditions of the date Alterations, together with a copy of substantial completion such plans on diskette in the AutoCAD format or such other format as may then be in common use for computer assisted design purposes. Tenant shall pay to Landlord, as additional rent, a construction management charge of five percent (5%) of the Tenant Workactual hard costs of such Alterations (but only if such Alterations affect the mechanical, reasonable wear and tear exceptedelectrical, plumbing, or structural elements of the Building and/or require the issuance of a building permit). (c) Tenant shall keep the Premises, the Building and the Project free from any and all liens arising out of any Alterations, work performed, materials furnished, or obligations incurred by or for Tenant. In the event that Tenant shall not, within ten twenty (1020) days following Tenant’s actual knowledge of the imposition of any such lien, cause the same to be released of record by payment or posting of a bond in a form and issued by a surety reasonably acceptable to Landlord, Landlord shall have the right, but not the obligation, to cause such lien to be released by such means as it shall deem proper (including payment of or defense against the claim giving rise to such lien); in such case, Tenant shall reimburse Landlord for all reasonable amounts so paid by Landlord in connection therewith, together with all of Landlord's ’s costs and expenses, with interest thereon at the Default Rate (defined below)) and Tenant shall indemnify and defend each and all of the Landlord Indemnitees (defined below) against any damages, losses or costs arising out of any such claim. Tenant’s indemnification of Landlord contained in this Paragraph shall survive the expiration or earlier termination of this Lease. Such rights of Landlord shall be in addition to all other remedies provided herein or by law. (d) NOTICE IS HEREBY GIVEN THAT LANDLORD SHALL NOT BE LIABLE FOR ANY LABOR, SERVICES OR MATERIALS FURNISHED OR TO BE FURNISHED TO TENANT, OR TO ANYONE HOLDING THE PREMISES THROUGH OR UNDER TENANT, AND THAT NO MECHANICS’ OR OTHER LIENS FOR ANY SUCH LABOR, SERVICES OR MATERIALS SHALL ATTACH TO OR AFFECT THE INTEREST OF LANDLORD IN THE PREMISES. (e) Landlord will respond to Tenant’s written request for approval of any Alterations hereunder within ten (10) business days following Landlord’s receipt thereof, together with all of the information required hereunder with respect thereto (and Landlord shall be deemed to have given Landlord’s approval to such Alterations if Landlord fails to respond to Tenant’s request therefor within five (5) business days following Landlord’s receipt of a second (2nd) written request from Tenant therefor (so long as such written request for consent for such a proposed Alteration contains the following statement in large, bold, and capped font “PURSUANT TO PARAGRAPH 4 OF THE LEASE, IF LANDLORD FAILS TO TIMELY RESPOND WITHIN FIVE (5) BUSINESS DAYS OF LANDLORD’S RECEIPT HEREOF, LANDLORD SHALL DE DEEMED TO HAVE APPROVED TENANT’S REQUESTED ALTERATIONS”)). Landlord will respond to Tenant’s written request for approval of any contractor hereunder within five (5) business days following Landlord’s receipt thereof, together with all of the information required hereunder with respect thereto (and Landlord shall be deemed to have given Landlord’s approval to such contractor if Landlord fails to respond to Tenant’s request therefor within five (5) business days following Landlord’s receipt of a second (2nd) written request from Tenant therefor (so long as such written request for approval contains the following statement in large, bold, and capped font “PURSUANT TO PARAGRAPH 4 OF THE LEASE, IF LANDLORD FAILS TO TIMELY RESPOND WITHIN FIVE (5) BUSINESS DAYS AFTER LANDLORD’S RECEIPT HEREOF, LANDLORD SHALL DE DEEMED TO HAVE APPROVED TENANT’S REQUESTED CONTRACTOR.”)).

Improvements and Alterations. With reference to alterations to be made pursuant to Paragraph Third hereof, Tenant agrees to use licensed electrical and plumbing contractors. (a) LandlordTenant shall obtain Owner's sole construction obligation under this Lease is set forth in prior written consent before making non-structural alterations, and to other minor installations, additions or improvements which Owner shall not unreasonably withhold or delay. Owner shall not unreasonably withhold its consent to nonstructural Tenant Alterations which do not impair the Work Letter attached hereto as Exhibit "B"functioning of any Building equipment, violate any legal requirements or insurance requirements, impair the character, appearance, usefulness or rentability of the Building or any part thereof, temporarily or permanently weaken or impair the structure or lessen the value or size of the Premises or the Building outside of the Premises. (b) Tenant shall not make any alterationsobtain Owner's prior written consent before making structural alterations and/or installations, additions or improvements not of a minor nature ("structural alterations"). The denial by the Owner of consent to the Premises (collectively, "Alterations") without (i) the prior written consent of Landlord, and (ii) compliance with such nondiscriminatory requirements concerning such Alterations as may structural alterations shall not be imposed by Landlord from time deemed to timebe unreasonable. Without limiting the foregoing, Landlord may require, at a minimum, compliance with the requirements set forth in Exhibit "C" attached hereto. All Alterations shall be made by Tenant, at Tenant's sole its own cost and expense, shall submit to Owner for approval, plans and specifications regarding such alterations, and Tenant shall be diligently prosecuted to completionnot process any plans for the Department of Building's approval until Owner approves them. The cost of any modifications of Project improvements outside or inside of the Premises required by any governmental agency as a condition or the result of Tenant's Alterations shall be borne by Tenant. Any contractor or person making such Alterations shall first be approved in writing by Landlord. Upon the expiration of earlier termination of this Lease, Landlord may elect to have Tenant either (i) surrender with the Premises any or all of Alterations as Landlord, Landlord shall determine (except trade fixtures not attached to the Premises)If Owner consents, in which casewriting, such Alterations shall become to said structural alterations, Owner agrees to cooperate with Tenant on the property signing of Landlord, necessary forms and applications for the Department of Buildings or (ii) promptly remove any or all of such Alterations designated by Landlord to be removed, in which case, Tenant shall repair and restore the Premises to its original condition as of the date of substantial completion of the Tenant Work, reasonable wear and tear exceptedsimilar agency. (c) Tenant shall keep the Premisesagrees to and hereby does indemnify and save harmless Owner against and from all liabilities, the Building obligations, damages, penalties, claims, costs, charges and the Project free from any and all liens arising out of any work performed, materials furnishedexpenses which may be imposed upon, or obligations incurred by or for asserted against the Owner, resulting from or by reason of, the making of any installations, additions, improvements or alterations by Tenant. In the event that Tenant shall not, within ten (10) days following any action or proceeding is brought against the imposition Owner by reason of any such lienclaim, Owner shall notify Tenant thereof in writing, and Tenant shall, upon Owner's demand, resist or defend such action in the name of Owner at the reasonable cost and expense of Tenant with counsel of Owner's choice. (d) Tenant shall cause the same each contractor employed by Tenant to carry contractor's liability coverage in limits of at least $1,000,000.00 which limits shall include completed operations for a one-year period and, in addition, shall carry statutory workmen's compensation and coverage. (e) The Owner shall not be liable for any labor or materials furnished or to be released furnished to Tenant on credit, and no mechanic's or other lien for any such labor or materials shall attach to, or affect the estate or interest of record by payment or posting of a bond the Owner in a form and issued by a surety acceptable to Landlord, Landlord shall have the right, but not the obligation, to cause such lien to be released by such means as it shall deem proper (including payment of or defense against the claim giving rise to such lien); in such case, Tenant shall reimburse Landlord for all amounts so paid by Landlord in connection therewith, together with all of Landlord's costs and expenses, with interest thereon at the Default Rate (defined below). Such rights of Landlord shall be in addition to all other remedies provided herein or by law.Leased

Improvements and Alterations. (a) Landlord's sole construction obligation under this Lease is set forth Tenant may place such partitions, fixtures (including light fixtures), personal property, equipment, machinery and the like (subject to Section VII) in the Work Letter attached hereto as Exhibit "B". (b) Tenant shall not make any alterationsPremises and may make, additions or at its own expense, such improvements and alterations pursuant to the Premises (collectively, "Alterations") without (i) Plans and Specifications that have the prior written consent approval of LandlordLandlord in each instance, and (ii) compliance with such nondiscriminatory requirements concerning such Alterations which approval as to any non-structural items shall not be unreasonably withheld or delayed but which as to structural items may be imposed granted or denied in Landlord’s sole discretion, provided that all work done by Landlord from time to time. Without limiting Tenant in the foregoing, Landlord may require, at a minimum, compliance with the requirements set forth in Exhibit "C" attached hereto. All Alterations Premises shall be made by Tenantdone in accordance with all zoning, at Tenant's sole cost building, fire and expenseother codes applicable thereto. When Tenant submits Plans and Specifications for approval, and it shall be diligently prosecuted to completion. The cost of any modifications of Project improvements outside also list separately or inside otherwise clearly indicate all elements of the Premises required by any governmental agency as a condition proposed work that Tenant desires to retain the right to remove from the Premises, during or the result of Tenant's Alterations shall be borne by Tenant. Any contractor or person making such Alterations shall first be approved in writing by Landlord. Upon the at expiration of earlier termination the term of this Lease, Landlord may elect and as part of its response to have Tenant either (i) surrender with the Premises any or all of Alterations as LandlordTenant’s submission, Landlord shall determine (except trade fixtures make any objections it has to such list and shall also list or otherwise indicate such elements of the proposed work as Landlord retains the right to require Tenant to remove at the expiration or earlier termination of the term of this Lease. So long as Tenant is not then in default under the Lease, Tenant shall have the right to remove all equipment, furnishings and furniture and such fixtures, improvements and appurtenances as have been approved by Landlord for removal at the time of its response to Tenant’s Plans and Specifications or otherwise, and paid for by Tenant and attached to or built into the Premises prior to or during the term of this Lease (“Tenant’s Removable Property”). Upon removal of any such fixtures, equipment, improvements and appurtenances, Tenant shall restore the Premises at least to its condition as of time of delivery of the Premises to Tenant. If Tenant fails to remove any Tenant’s Removable Property at the end of the term of this Lease the provisions of Section XXXVII shall apply. In the case of damage to or destruction of such items during the term of this Lease, Tenant shall have the right to recover its loss from any insurance company with which it has insured the same, notwithstanding that any of such things might be considered part of the Premises at the end of the term of this Lease. Landlord shall not require removal of pipes, wires and the like from the walls, ceilings or floors, provided that the Tenant properly cuts, caps and disconnects such pipes and wires and seals them off in a safe and lawful manner flush with the applicable wall, floor or ceiling and redecorates the area consistent with the remainder of the Premises), in which case, such Alterations . Tenant shall become be responsible for any damage to the Building or to the property of Landlord, other tenants caused by the malfunction of its equipment or (ii) promptly remove any or all the removal of such Alterations designated by Landlord to be removed, in which case, Tenant shall repair and restore the Premises to its original condition property as of the date of substantial completion of the Tenant Work, reasonable wear and tear exceptedaforesaid. (c) Tenant shall keep the Premises, the Building and the Project free from any and all liens arising out of any work performed, materials furnished, or obligations incurred by or for Tenant. In the event that Tenant shall not, within ten (10) days following the imposition of any such lien, cause the same to be released of record by payment or posting of a bond in a form and issued by a surety acceptable to Landlord, Landlord shall have the right, but not the obligation, to cause such lien to be released by such means as it shall deem proper (including payment of or defense against the claim giving rise to such lien); in such case, Tenant shall reimburse Landlord for all amounts so paid by Landlord in connection therewith, together with all of Landlord's costs and expenses, with interest thereon at the Default Rate (defined below). Such rights of Landlord shall be in addition to all other remedies provided herein or by law.

Improvements and Alterations. (a) Landlord's sole construction obligation under this Lease is Except as expressly set forth herein, Tenant represents that it is accepting the Premises in “AS IS, WHERE IS” condition, with no improvements whatsoever to be done to the Work Letter attached hereto as Exhibit "B"Premises by Landlord. Notwithstanding anything to the contrary contained herein, Tenant shall be responsible, at its sole cost and expense, for furnishing the Premises with furniture, fixtures and equipment necessary or desirable for Tenant to operate its business from the Premises. (bi) Except as otherwise expressly set forth herein, Tenant shall not make any alterations, additions or improvements to the Premises (collectively, "“Alterations"”) without (i) the prior written consent of Landlord. Any such Alterations (except Tenant’s Property) shall (1) at once become a part of the realty and belong to Landlord, and (ii2) compliance with such nondiscriminatory requirements concerning such Alterations as may be imposed by Landlord from time to time. Without limiting the foregoing, Landlord may require, at a minimum, compliance with the requirements set forth in Exhibit "C" attached hereto. All Alterations shall be made by Tenant, at Tenant's ’s sole cost and expense. To the extent Landlord’s written approval of any Alterations expressly requires removal of the same upon the expiration or termination of this Lease, upon such termination or expiration Tenant shall upon demand by Landlord, at Tenant’s sole cost and expense, and forthwith remove such Alterations. Tenant shall not be diligently prosecuted required to completion. The cost remove any Alterations permitted to be made without Landlord consent. (ii) Notwithstanding the provisions of any modifications of Project improvements outside Section 8(b)(i) or inside of (c) to the contrary, Xxxxxxxx’s consent shall not be required with respect to non-material, nonstructural interior Alterations to the Premises required by and Landlord will not unreasonably withhold its consent to any governmental agency as a condition material non-structural or structural interior Alterations to the result of Tenant's Alterations shall be borne by Tenant. Any contractor or person making such Alterations shall Premises, provided notice is first be approved given in writing by Tenant to Landlord. Upon the expiration of earlier termination For purposes of this Lease, Landlord may elect to have Tenant either (i) surrender with the Premises any or all of Alterations as Landlord, Landlord shall determine (except trade fixtures not attached to the PremisesSection 8(b), demising walls, but not interior office walls, are deemed structural. For purposes of this Section 8(b), “material” shall mean any Alterations which (a) cost more than $100,000 per Alteration or more than $350,000 in total per annum, and/or (b) which caseinvolves the fire or life safety systems, such Alterations Building management systems, roofing, HVAC, security, mechanical, plumbing, gas, electrical or any other Building system. (iii) Landlord acknowledges that Tenant’s furniture, trade fixtures, business equipment, personalty and other Tenant Property shall not be deemed alterations, additions or improvements which become the Landlord’s property of Landlord, or (ii) promptly remove any or all of such Alterations designated by Landlord pursuant to be removed, in which case, Tenant shall repair and restore the Premises to its original condition as of the date of substantial completion of the Tenant Work, reasonable wear and tear exceptedSection 8(b). (c) Any repairs made pursuant to Section 7(b) hereof or Alterations and improvements made pursuant to this Section 8 by Xxxxxx as required and permitted hereunder shall be made and performed (i) in accordance with all applicable rules and regulations of Landlord and governmental authorities having jurisdiction, and (ii) in a reasonable fashion to minimize noise, litter and/or odors resulting therefrom. Further, other than with respect to Alterations permitted without Landlord consent, any repairs made pursuant to Section 7(b) hereof or Alterations and improvements made pursuant to this Section 8 by Tenant as required and permitted hereunder shall keep be made and performed (i) in the Premisescase of new construction in keeping with plans and specifications theretofore having been approved in advance by Landlord, (ii) using mechanics and contractors having been approved by Landlord which approval shall not be unreasonably withheld (provided, that Landlord shall not require Tenant to use contractors which are affiliated with Landlord or which are not competitive on a cost or quality basis); provided, however, that Landlord, at Tenant’s sole cost and expense (as approved in advance by Tenant prior to Landlord starting the work), shall do all such work affecting the structural portions of the Building and the Project free from any mechanical and all liens arising out of any work performed, materials furnished, or obligations incurred by or for Tenantelectrical systems thereof. In the event that Tenant shall not, within ten (10) days following the imposition of any such lien, cause the same to be released of record by payment or posting of a bond in a form and issued by a surety acceptable to Landlord, Landlord shall have the right, but not the obligation, to cause such lien to be released by such means as it shall deem proper (including payment of or defense against the claim giving rise to such lien); in such case, Tenant shall reimburse Landlord for all amounts so paid Landlord’s reasonable costs of third party review of Xxxxxx’s proposed structural alterations or those to the mechanical or electrical systems. (d) Xxxxxx expects, on or around December 31, 2015, to take occupancy of the Premises and substantially complete a buildout of the eighth floor of the Premises in accordance with plans and specifications which have been approved by Landlord, subject to delays caused by Landlord in connection therewith, together with all or its property manager and delays due to force majeure events. The estimated cost of Landlord's costs and expenses, with interest thereon at Tenant’s buildout of the Default Rate (defined below). Such rights of Landlord shall be in addition to all other remedies provided herein or by lawentire Premises is [***].

Improvements and Alterations. (a) Landlord's sole construction obligation under this Lease is set forth The Premises are delivered to Tenant as a turn-key build-out inclusive space, and Tenant hereby accepts the Premises in the Work Letter attached hereto as Exhibit "B"its AS-IS, WHERE-IS condition. (b) Landlord will cooperate with Tenant in enforcing the warranties of workmanship and materials which Landlord received with respect to construction of the Premises to the extent that the repair thereof is Tenant’s responsibility hereunder. (i) Tenant shall not make any alterations, additions or improvements to the Premises (collectively, "Alterations") without (i) the prior written consent of Landlord. Any such alterations, additions or improvements (except movable furniture, business equipment and (iitrade fixtures) compliance with such nondiscriminatory requirements concerning such Alterations as may be imposed by Landlord from time shall at once become a part of the realty and belong to timeLandlord. Without limiting the foregoing, Landlord may require, at a minimum, compliance with the requirements set forth in Exhibit "C" attached hereto. All Alterations The same shall be made by Tenant, at Tenant's ’s sole cost and expense. Unless directed otherwise by Landlord in writing, upon termination of this Lease, Tenant shall upon demand by Landlord, at Tenant’s sole cost and expense, and forthwith remove any alterations, additions or improvements. (ii) Notwithstanding the provisions of Section 8(c)(i) or (d) to the contrary, Landlord’s consent shall not be diligently prosecuted required with respect to completion. The cost of any modifications of Project non-material, nonstructural interior alterations, additions or improvements outside or inside of to the Premises required by and Landlord will not unreasonably withhold its consent to any governmental agency as a condition material non-structural interior alterations, additions or improvements to the result of Tenant's Alterations shall be borne by Tenant. Any contractor Premises and/or to any structural alterations, additions or person making such Alterations shall improvements to the Premises, provided notice is first be approved given in writing by LandlordTenant to Landlord and written approval by Landlord is required for any alteration, addition or improvement that would materially affect any mechanical or electrical system. Upon the expiration of earlier termination For purposes of this LeaseSection 8(c), demising walls, but not interior office walls, are deemed structural. (iii) Landlord may elect acknowledges that Tenant’s furniture, trade fixtures, business equipment and personalty shall not be deemed alterations, additions or improvements which become Landlord’s property pursuant to have the terms hereof. (d) Any repairs made pursuant to Section 7(b) hereof or alterations and improvements made pursuant to this Section 8 by Tenant either as required and permitted hereunder shall be made and performed (i) surrender with the Premises any or all of Alterations as LandlordLandlord may designate on a reasonable basis, Landlord shall determine (except trade fixtures not attached to the Premises), in which case, such Alterations shall become the property of Landlord, or (ii) promptly remove any or in accordance with all applicable rules and regulations of such Alterations designated Landlord and governmental authorities having jurisdiction, (iii) in the case of new construction in keeping with plans and specifications theretofore having been approved in advance by Landlord, (iv) using mechanics and contractors having been approved by Landlord to which approval shall not be removedunreasonably withheld; provided, in which casehowever, Tenant that Landlord, at Tenant’s sole cost and expense, shall repair and restore do all such work affecting the Premises to its original condition as structural portions of the date of substantial completion of the Tenant Work, reasonable wear and tear excepted. (c) Tenant shall keep the Premises, the Building and the Project free from any mechanical and all liens arising out of any work performedelectrical systems thereof, materials furnished, or obligations incurred by or for Tenant. In the event that Tenant shall not, within ten and (10v) days following the imposition of any such lien, cause the same to be released of record by payment or posting of a bond in a form reasonable fashion to minimize noise, litter and/or odors resulting therefrom. The work performed by Landlord affecting the structural portions of the Building and issued by a surety acceptable to Landlord, Landlord the mechanical and electrical systems thereof shall have the right, but not the obligation, to cause such lien to be released by such means as it shall deem proper (including payment of or defense against the claim giving rise to such lien); in such case, at reasonable and competitive cost. Tenant shall reimburse Landlord for all amounts so paid by Landlord in connection therewith, together with all Landlord’s reasonable costs of Landlord's costs and expenses, with interest thereon at third party review of Tenant’s proposed structural alterations or those to the Default Rate mechanical or electrical systems. (defined below). Such rights of e) Landlord shall be in addition have the right at any time to all change the arrangement and/or location of entrances or passageways, doors and doorways and corridors, elevators, stairs, toilets or other remedies provided herein public parts of the Building and to change the name, number or designation by lawwhich the Building is commonly known. Landlord shall have the right at any time to change the arrangement and/or location of the parking and common areas of the Development. In exercising its rights pursuant to this Section 8(e), Landlord shall not unreasonably interfere with Tenant’s access to the Premises or its operations therein.

Improvements and Alterations. (a) Except with respect to Landlord's sole construction obligation under this Lease is ’s repair and maintenance obligations set forth in Paragraph 5(a) below, Landlord shall deliver the Work Letter attached hereto as Exhibit "B"Premises to Tenant, and Tenant agrees to accept the Premises from Landlord in its existing “AS-IS”, “WHERE-IS” and “WITH ALL FAULTS” condition, and Landlord shall have no obligation to refurbish or otherwise improve the Premises throughout the Lease Term. (b) Any alterations, additions, or improvements made by or on behalf of Tenant to the Premises (“Alterations”) shall be subject to Landlord’s prior written consent, such consent not to be unreasonably withheld or delayed. Notwithstanding the foregoing to the contrary, Tenant shall not make (i) any structural alterations, improvements or additions to the Premises, or (ii) any alterations, improvements or additions or improvements to the Premises which (collectivelya) will adversely impact the Building’s mechanical, "Alterations"electrical or heating, ventilation or air conditioning systems, or (b) without will adversely impact the structure of the Building, or (c) are visible from the exterior of the Premises, or (d) which will result in the penetration or puncturing of the roof or floor, without, in each case, first obtaining Landlord’s prior written consent or approval to such Alterations (which consent or approval shall be in the Landlord’s sole and absolute discretion) (items (i) the prior written consent of Landlord, and (ii) compliance with such nondiscriminatory requirements concerning such Alterations as may be imposed by Landlord from time to timebeing a “Design Condition”). Without limiting the foregoing, Landlord may requireTenant shall cause, at its sole cost and expense, all Alterations to comply with insurance requirements and with Laws and shall construct, at its sole cost and expense, any alteration or modification required by Laws as a minimum, compliance with the requirements set forth in Exhibit "C" attached heretoresult of any Alterations. All Alterations shall be made by Tenant, constructed at Tenant's ’s sole cost and expense, expense and in a good and workmanlike manner by contractors reasonably acceptable to Landlord and only good grades of materials shall be diligently prosecuted to completionused. The cost of All plans and specifications for any modifications of Project improvements outside or inside of the Premises required by any governmental agency as a condition or the result of Tenant's Alterations shall be borne submitted to Landlord for its approval, which shall not be unreasonably withheld, conditioned or delayed so long as a Design Condition is not created. Landlord may monitor construction of the Alterations. Tenant shall reimburse Landlord for all out-of-pocket sums, if any, paid by Landlord for third party examination of Tenant’s plans and specifications for any Alterations. Any In addition, Tenant shall be obligated to pay Landlord a coordination fee equal to five percent (5%) of the actual costs of any of such Alterations, which coordination fee shall be paid to Landlord promptly following the completion of the construction of the Alterations. Landlord’s right to review plans and specifications and to monitor construction shall be solely for its own benefit, and Landlord shall have no duty to see that such plans and specifications or construction comply with applicable laws, codes, rules and regulations. Without limiting the other grounds upon which Landlord may refuse to approve any contractor or person making such Alterations shall first subcontractor, Landlord may take into account the desirability of maintaining harmonious labor relations at the Project. Landlord may also require that all life safety related work and all mechanical, electrical, plumbing and roof related work be approved in writing performed by contractors designated by Landlord. Upon Landlord shall have the right, in its sole discretion, to instruct Tenant to remove those improvements or Alterations from the Premises which (i) were not approved in advance by Landlord, (ii) were not built in conformance with the plans and specifications approved by Landlord, or (iii) Landlord specified during its review of plans and specifications for Alterations would need to be removed by Tenant upon the expiration of earlier this Lease. Except as set forth in the preceding sentence, Tenant shall not be obligated to remove such Alterations at the expiration of this Lease. Landlord shall not unreasonably withhold or delay its approval with respect to what improvements or Alterations Landlord may require Tenant to remove at the expiration of the Lease. If, upon the termination of this Lease, Landlord may elect requires Tenant to have Tenant either (i) surrender with the Premises any or all of Alterations as Landlord, Landlord shall determine (except trade fixtures not attached to the Premises), in which case, such Alterations shall become the property of Landlord, or (ii) promptly remove any or all of such Alterations designated by Landlord to be removedfrom the Premises, in which casethen Tenant, at Tenant’s sole cost and expense, shall promptly remove such Alterations and improvements and Tenant shall repair and restore the Premises to its original condition as of the date of substantial completion of the Tenant WorkCommencement Date, reasonable wear and tear excepted. Any Alterations remaining in the Premises following the expiration of the Lease Term or following the surrender of the Premises from Tenant to Landlord, shall become the property of Landlord unless Landlord notifies Tenant otherwise. Tenant shall provide Landlord with the identities and mailing addresses of all persons performing work or supplying materials, prior to beginning such construction, and Landlord may post on and about the Premises notices of non-responsibility pursuant to applicable law. Tenant shall assure payment for the completion of all work free and clear of liens and shall provide certificates of insurance for worker’s compensation and other coverage in amounts and from an insurance company reasonably satisfactory to Landlord protecting Landlord against liability for bodily injury or property damage during construction. Upon completion of any Alterations and upon Landlord’s reasonable request, Tenant shall deliver to Landlord sworn statements setting forth the names of all contractors and subcontractors who did work on the Alterations and final lien waivers from all such contractors and subcontractors. Notwithstanding anything herein to the contrary, Tenant, may, without Landlord’s prior consent, but with prior written notice to Landlord and provided that Tenant complies with all Building rules and regulations affecting Alterations, install cosmetic, non-structural Alterations which do not affect the HVAC, plumbing or electrical systems of the Building, which are not visible from the exterior of the Premises, which do not require the issuance of a permit, and which cost $50,000 or less in any calendar year. (c) Tenant shall keep the Premises, the Building and the Project free from any and all liens arising out of any Alterations, work performed, materials furnished, or obligations incurred by or for Tenant. In the event that Tenant shall not, within ten (10) days following the imposition of any such lien, cause the same to be released of record by payment or posting of a bond in a form and issued by a surety acceptable to Landlord, Landlord shall have the right, but not the obligation, to cause such lien to be released by such means as it shall deem proper (including payment of or defense against the claim giving rise to such lien); in such case, Tenant shall reimburse Landlord for all amounts so paid by Landlord in connection therewith, together with all of Landlord's ’s costs and expenses, with interest thereon at the Default Rate (defined below)) and Tenant shall indemnify and defend each and all of the Landlord Parties (defined below) against any damages, losses or costs arising out of any such claim. Tenant’s indemnification of Landlord contained in this Paragraph shall survive the expiration or earlier termination of this Lease. Such rights of Landlord shall be in addition to all other remedies provided herein or by law. (d) NOTICE IS HEREBY GIVEN THAT LANDLORD SHALL NOT BE LIABLE FOR ANY LABOR, SERVICES OR MATERIALS FURNISHED OR TO BE FURNISHED TO TENANT, OR TO ANYONE HOLDING THE PREMISES THROUGH OR UNDER TENANT, AND THAT NO MECHANICS’ OR OTHER LIENS FOR ANY SUCH LABOR, SERVICES OR MATERIALS SHALL ATTACH TO OR AFFECT THE INTEREST OF LANDLORD IN THE PREMISES.

Improvements and Alterations. (a) Landlord's sole construction obligation under this Lease is set forth in the Work Letter attached hereto as Exhibit "B". (b) Tenant shall not make or allow to be ---------------------------- made (except as otherwise provided in this Lease) any alterationsimprovements, alterations or physical additions (including fixtures) in or improvements to the Premises (collectivelyor the Project, "Alterations") without (i) first obtaining the prior written consent of Landlord, which approval shall not be unreasonably withheld, conditioned or delayed (except in the case of structural changes or changes to any Building system, in which case Landlord may withhold such approval in its sole discretion), including Landlord's written approval of Tenant's contractor(s) and of the plans, working drawings and specifications relating thereto (ii) compliance with none of which shall be unreasonably withheld, conditioned or delayed, except in the case of structural changes or changes to any Building system, in which case Landlord may withhold such nondiscriminatory requirements concerning such Alterations as may be imposed approval in its sole discretion). Approval by Landlord from time of any of Tenant's drawings and plans and specifications prepared in connection with any alterations, improvements, modifications or additions to timethe Premises or the Project shall not constitute a representation or warranty of Landlord as to the adequacy or sufficiency of such drawings, plans and specifications, or alterations, improvements, modifications or additions to which they relate, for any use, purpose or conditions, but such approval shall merely be the consent of Landlord as required hereunder. Without limiting the foregoing, Landlord may require, at a minimum, compliance with the requirements set forth Except as otherwise expressly provided in Exhibit "C" E attached hereto. All Alterations , any and all furnishing, equipping and improving of or other alteration and addition to the Premises shall be be: (i) made by Tenant, at Tenant's sole cost cost, risk and expense, and Tenant shall be diligently prosecuted pay for Landlord's reasonable costs incurred in connection with and as a result of such alterations or additions; (ii) performed in a good and workmanlike manner with labor and materials of such quality as Landlord may reasonably require; (iii) constructed in accordance with all plans and specifications approved in writing by Landlord prior to completion. The cost the commencement of any modifications such work; (iv) prosecuted diligently and continuously to completion so as to minimize interference with the normal business operations of Project improvements outside other tenants in the Building, the performance of Landlord's obligations under this Lease or inside any mortgage or ground lease covering or affecting all or any part of the Premises required by any governmental agency as a condition Building or the result of Tenant's Alterations shall be borne Land and any work being done by Tenant. Any contractor contractors engaged by Landlord with respect to or person making such Alterations shall first be in connection with the Building; and (v) performed by contractors approved in writing by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed. Upon Tenant shall have no (and hereby waives all) rights to payment or compensation for any such item. Tenant shall notify Landlord upon completion of such alterations, improvements, modifications or additions and Landlord shall inspect same for workmanship and compliance with the expiration approved plans and specifications. Tenant and its contractors shall comply with all commercially reasonable requirements Landlord may impose on Tenant or its contractors with respect to such work (including but not limited to, insurance and indemnity requirements), and shall deliver to Landlord a complete copy of earlier termination the "as-built" or final plans and specifications for all alterations or physical additions so made in or to the Premises within thirty (30) days of completing the work. Tenant shall not place safes, vaults, filing cabinets or systems, libraries or other heavy furniture or equipment within the Premises without Landlord's prior written consent, which approval shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing provisions of this Lease, Landlord may elect to have Tenant either (i) surrender with the Premises any or all of Alterations as Landlord, Landlord shall determine (except trade fixtures not attached to the PremisesSection 6.1(b), in which case, such Alterations shall become the property of Landlord, or (ii) promptly remove any or all of such Alterations designated by Landlord to be removed, in which case, -------------- Tenant shall repair and restore the Premises to its original condition as of the date of substantial completion of the Tenant Work, reasonable wear and tear excepted. (c) Tenant shall keep the Premises, the Building and the Project free from any and all liens arising out of any work performed, materials furnished, or obligations incurred by or for Tenant. In the event that Tenant shall not, within ten (10) days following the imposition of any such lien, cause the same to be released of record by payment or posting of a bond in a form and issued by a surety acceptable to Landlord, notify Landlord shall have the rightof, but shall not the obligation, be obligated to cause such lien to be released by such means as it shall deem proper (including payment of or defense against the claim giving rise to such lien); in such case, Tenant shall reimburse Landlord for all amounts so paid by Landlord in connection therewith, together with all of obtain Landlord's prior consent for any improvement, alteration or physical addition which costs less than $20,000.00 and expensesdoes not affect the Building's structure or the Building's HVAC, with interest thereon at the Default Rate (defined below). Such rights of Landlord shall be in addition to all other remedies provided herein electrical or by lawplumbing systems.

Improvements and Alterations. (a) Landlord's sole construction obligation under this Lease is set forth in the Work Letter attached hereto as Exhibit "B". (b) Tenant shall not make or allow to be made (except as otherwise provided in this Lease) any alterationsimprovements, alterations or physical additions (including fixtures) in or improvements to the Premises (collectivelyor the Project, "Alterations") without (i) first obtaining the prior written consent of Landlord, including Landlord’s written approval of Tenant’s contractor(s) and of the plans, working drawings and specifications relating thereto, which consent shall not be unreasonably withheld, conditioned or delayed, so long as such improvements, alterations or physical additions do not affect the Building’s structure or the mechanical, electrical or plumbing components of the Building. If Landlord does not respond in writing with reasonable specificity to Tenant’s request for approval of plans and specifications within ten (ii10) compliance with such nondiscriminatory requirements concerning such Alterations as may business days after submission of Tenant’s plans, Landlord’s approval therefor shall be imposed deemed granted. Approval by Landlord from time of any of Tenant’s drawings and plans and specifications prepared in connection with any alterations, improvements, modifications or additions to timethe Premises or the Project shall not constitute a representation or warranty of Landlord as to the adequacy or sufficiency of such drawings, plans and specifications, or alterations, improvements, modifications or additions to which they relate, for any use, purpose or conditions, but such approval shall merely be the consent of Landlord as required hereunder. Without limiting Any and all furnishing, equipping and improving of or other alteration and addition to the foregoing, Landlord may require, at a minimum, compliance with the requirements set forth in Exhibit "C" attached hereto. All Alterations Premises shall be be: (i) made by Tenant, at Tenant's ’s sole cost cost, risk and expense, and Tenant shall be diligently prosecuted pay for Landlord’s actual out-of-pocket third-party costs incurred in connection with and as a result of such alterations or additions; (ii) performed in a prompt good and workmanlike manner with labor and materials of such quality as Landlord may reasonably require; (iii) constructed substantially in accordance with all plans and specifications approved in writing by Landlord prior to completion. The cost the commencement of any modifications such work; (iv) prosecuted diligently and continuously to completion so as to minimize interference with the normal business operations of Project improvements outside other tenants in the Building, the performance of Landlord’s obligations under this Lease or inside any mortgage or ground lease covering or affecting all or any part of the Premises required by any governmental agency as a condition Building or the result of Tenant's Alterations shall be borne Land and any work being done by Tenant. Any contractor contractors engaged by Landlord with respect to or person making such Alterations shall first be in connection with the Building; and (iv) performed by contractors approved in writing by Landlord. Upon Tenant shall have no (and hereby waives all) rights to payment or compensation for any such item. Tenant shall notify Landlord upon completion of such alterations, improvements, modifications or additions and Landlord shall inspect same for workmanship and compliance with the expiration of earlier termination of this Lease, approved plans and specifications. Tenant and its contractors shall comply with all reasonable requirements Landlord may elect impose on Tenant or its contractors with respect to such work (including but not limited to, insurance, indemnity and bonding requirements), and, to the extent any changes or change orders have Tenant either (i) surrender been made to or in connection with the Premises any or all of Alterations as plans and specifications which were approved by Landlord, Landlord (A) such changes or change orders shall determine be subject to Landlord’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, and (except trade fixtures not attached to the Premises), in which case, such Alterations shall become the property of Landlord, or (ii) promptly remove any or all of such Alterations designated by Landlord to be removed, in which case, Tenant shall repair and restore the Premises to its original condition as of the date of substantial completion of the Tenant Work, reasonable wear and tear excepted. (cB) Tenant shall keep deliver to Landlord a complete copy of the Premises, “as-built” or final plans and specifications for all alterations or physical additions so made in or to the Building and Premises within thirty (30) days of completing the Project free from any and all liens arising out of any work performed, materials furnished, or obligations incurred by or for Tenantwork. In the event that Tenant shall notnot place safes, vaults, filing cabinets or systems, libraries or other heavy furniture or equipment within ten (10) days following the imposition of any such lien, cause the same to be released of record by payment or posting of a bond in a form and issued by a surety acceptable to Premises without Landlord, Landlord shall have the right, but not the obligation, to cause such lien to be released by such means as it shall deem proper (including payment of or defense against the claim giving rise to such lien); in such case, Tenant shall reimburse Landlord for all amounts so paid by Landlord in connection therewith, together with all of Landlord's costs and expenses, with interest thereon at the Default Rate (defined below). Such rights of Landlord shall be in addition to all other remedies provided herein or by law’s prior written consent.

Improvements and Alterations. (a) Landlord shall deliver the Premises to Tenant, and Tenant agrees to accept the Premises from Landlord in its existing “AS-IS”, “WHERE-IS” and “WITH ALL FAULTS” condition, and Landlord shall have no obligation to refurbish or otherwise improve the Premises throughout the Lease Term; provided, however, and notwithstanding the foregoing to the contrary, Landlord's ’s sole construction obligation under this Lease is set forth in the Work Letter attached hereto as Exhibit "B".B. (b) Tenant shall not make any Any alterations, additions additions, or improvements made by or on behalf of Tenant to the Premises (collectively, "“Alterations"”) without (i) the shall be subject to Landlord’s prior written consent consent. Notwithstanding anything herein to the contrary, Tenant, may, without Landlord’s prior consent, but with prior written notice to Landlord and provided that Tenant complies with all Building rules and regulations affecting Alterations, install cosmetic, non-structural Alterations which do not affect the HVAC, plumbing or electrical systems of Landlordthe Building, which are not visible from the exterior of the Premises, which do not require the issuance of a permit, and (ii) compliance with such nondiscriminatory requirements concerning such Alterations as may be imposed by Landlord from time to timewhich cost $25,000 or less in any calendar year. Without limiting the foregoing, Landlord may requireTenant shall cause, at its sole cost and expense, all Alterations to comply with insurance requirements and with Laws and shall construct, at its sole cost and expense, any alteration or modification required by Laws as a minimum, compliance with the requirements set forth in Exhibit "C" attached heretoresult of any Alterations. All Alterations shall be made by Tenant, constructed at Tenant's ’s sole cost and expense, expense and in a good and workmanlike manner by contractors reasonably acceptable to Landlord and only good grades of materials shall be diligently prosecuted to completionused. The cost of All plans and specifications for any modifications of Project improvements outside or inside of the Premises required by any governmental agency as a condition or the result of Tenant's Alterations shall be borne submitted to Landlord for its approval. Landlord may monitor construction of the Alterations. Tenant shall reimburse Landlord for all out-of-pocket sums, if any, paid by Landlord for third party examination of Tenant’s plans and specifications for any Alterations. Any In addition, Tenant shall be obligated to pay Landlord a coordination fee equal to four percent (4%) of the actual costs of any of such Alterations, which coordination fee shall be paid to Landlord promptly following the completion of the construction of the Alterations. Landlord’s right to review plans and specifications and to monitor construction shall be solely for its own benefit, and Landlord shall have no duty to see that such plans and specifications or construction comply with applicable laws, codes, rules and regulations. Without limiting the other grounds upon which Landlord may refuse to approve any contractor or person making such Alterations shall first subcontractor, Landlord may take into account the desirability of maintaining harmonious labor relations at the Project. Landlord may also require that all life safety related work and all mechanical, electrical, plumbing and roof related work be approved in writing performed by contractors designated by Landlord. Upon Landlord shall have the right, in its sole discretion, to instruct Tenant to remove those improvements or Alterations from the Premises which (i) were not approved in advance by Landlord, (ii) were not built in conformance with the plans and specifications approved by Landlord, or (iii) Landlord specified during its review of plans and specifications for Alterations would need to be removed by Tenant upon the expiration of earlier this Lease. Except as set forth in the preceding sentence, Tenant shall not be obligated to remove such Alterations at the expiration of this Lease. Landlord shall not unreasonably withhold or delay its approval with respect to what improvements or Alterations Landlord may require Tenant to remove at the expiration of the Lease. If, upon the termination of this Lease, Landlord may elect requires Tenant to have Tenant either (i) surrender with the Premises any or all of Alterations as Landlord, Landlord shall determine (except trade fixtures not attached to the Premises), in which case, such Alterations shall become the property of Landlord, or (ii) promptly remove any or all of such Alterations designated by Landlord to be removedfrom the Premises, in which casethen Tenant, at Tenant’s sole cost and expense, shall promptly remove such Alterations and improvements and Tenant shall repair and restore the Premises to its original condition as of the date of substantial completion of the Tenant WorkCommencement Date, reasonable wear and tear excepted. Any Alterations remaining in the Premises following the expiration of the Lease Term or following the surrender of the Premises from Tenant to Landlord, shall become the property of Landlord unless Landlord notifies Tenant otherwise. Tenant shall provide Landlord with the identities and mailing addresses of all persons performing work or supplying materials, prior to beginning such construction, and Landlord may post on and about the Premises and record any notices of non-responsibility pursuant to applicable law. Tenant shall assure payment for the completion of all work free and clear of liens and shall provide certificates of insurance for worker’s compensation and other coverage in amounts and from an insurance company reasonably satisfactory to Landlord protecting Landlord against liability for bodily injury or property damage during construction. Upon completion of any Alterations and upon Landlord’s reasonable request, Tenant shall deliver to Landlord sworn statements setting forth the names of all contractors and subcontractors who did work on the Alterations and final lien waivers from all such contractors and subcontractors. Tenant shall pay to Landlord, as additional rent, the reasonable costs of Landlord’s engineers and other consultants (but not Landlord’s on-site management personnel) for review of all plans, specifications and working drawings for the Alterations and for the incorporation of such Alterations in the Landlord’s master Building drawings, within ten (10) business days after Tenant’s receipt of invoices either from Landlord or such consultants together with (in any event) an administrative charge of ten percent (10%) of the actual costs of such work. In addition to such costs, Tenant shall pay to Landlord, within ten (10) business days after completion of any Alterations, the actual, reasonable costs incurred by Landlord for services rendered by Landlord’s management personnel and engineers to coordinate and/or supervise any of the Alterations to the extent such services are provided in excess of or after the normal on-site hours of such engineers and management personnel. (c) Tenant shall keep the Premises, the Building and the Project free from any and all liens arising out of any Alterations, work performed, materials furnished, or obligations incurred by or for Tenant. In the event that Tenant shall not, within ten (10) days following the imposition of any such lien, cause the same to be released of record by payment or posting of a bond in a form and issued by a surety acceptable to Landlord, Landlord shall have the right, but not the obligation, to cause such lien to be released by such means as it shall deem proper (including payment of or defense against the claim giving rise to such lien); in such case, Tenant shall reimburse Landlord for all amounts so paid by Landlord in connection therewith, together with all of Landlord's ’s costs and expenses, with interest thereon at the Default Rate (defined below)) and Tenant shall indemnify and defend each and all of the Landlord Indemnitees (defined below) against any damages, losses or costs arising out of any such claim. Tenant’s indemnification of Landlord contained in this Paragraph shall survive the expiration or earlier termination of this Lease. Such rights of Landlord shall be in addition to all other remedies provided herein or by law. (d) NOTICE IS HEREBY GIVEN THAT LANDLORD SHALL NOT BE LIABLE FOR ANY LABOR, SERVICES OR MATERIALS FURNISHED OR TO BE FURNISHED TO TENANT, OR TO ANYONE HOLDING THE PREMISES THROUGH OR UNDER TENANT, AND THAT NO MECHANICS’ OR OTHER LIENS FOR ANY SUCH LABOR, SERVICES OR MATERIALS SHALL ATTACH TO OR AFFECT THE INTEREST OF LANDLORD IN THE PREMISES.

Improvements and Alterations. (a) Landlord's sole construction obligation under this Lease is set forth The Lessee shall have no right to make improvements or alterations on the Premises, except in conformity with the Work Letter attached hereto as Exhibit "B"following conditions: A. No improvements or alterations shall at any time be made which shall effect the structure, impair the structural soundness or diminish the value to the Building. (b) Tenant shall not make any alterations, additions B. No improvements or improvements to the Premises (collectively, "Alterations") without (i) the prior written consent of Landlord, and (ii) compliance with such nondiscriminatory requirements concerning such Alterations as may be imposed by Landlord from time to time. Without limiting the foregoing, Landlord may require, at a minimum, compliance with the requirements set forth in Exhibit "C" attached hereto. All Alterations alterations shall be made at any time without first obtaining the Lessor’s written approval of the plans and specifications therefor, but such approval shall not be unreasonably withheld by Tenantthe Lessor. The Lessee shall furthermore first obtain the Lessor’s written approval before any modification or changes are made in such plans and specifications after Lessor’s approval thereof. C. No improvements or alterations shall be undertaken until Lessee shall have procured and paid for all required municipal and other governmental permits and authorizations of the various municipal departments and government subdivisions having jurisdiction. D. All work done in connection with any improvements or alterations shall be done by a properly licensed contractor who has been approved by the Lessor. All work shall be performed in a good and workmanship manner and in compliance with all Building and zoning laws, at Tenant's sole cost and expensewith all other laws, ordinances, rules, regulations and requirements of any federal, state or municipal government or agency having jurisdiction and shall be diligently prosecuted promptly paid for and completed free of all mechanic’s or materialmen’s liens. No work shall be commenced until Lessee shall have delivered lien waivers to completion. The cost Lessor signed by all contractors of any modifications of Project Lessee. E. Any improvement or alteration to the Premises, except movable furniture, trade fixtures and medical equipment, shall at once become the absolute property (except Lessee shall list Leasehold improvements outside or inside for ad valorem taxes) of the Premises required by any governmental agency as a condition or the result of Tenant's Alterations shall Lessor and remain upon and be borne by Tenant. Any contractor or person making such Alterations shall first be approved in writing by Landlord. Upon the expiration of earlier termination of this Lease, Landlord may elect to have Tenant either (i) surrender surrendered with the Premises any or all of Alterations as Landlord, Landlord shall determine (except trade fixtures not attached to a part thereof at the Premises), in which case, such Alterations shall become the property of Landlord, or (ii) promptly remove any or all of such Alterations designated by Landlord to be removed, in which case, Tenant shall repair and restore the Premises to its original condition as termination of the date of substantial completion of the Tenant Work, reasonable wear and tear excepted. (c) Tenant shall keep the Premises, the Building and the Project free from any and all liens arising out of any work performed, materials furnished, Lease without disturbance or obligations incurred by or for Tenantinjury. In the event that Tenant shall not, within ten (10) days following the imposition of any such lien, cause the same The exception to be released of record by payment or posting of a bond in a form and issued by a surety acceptable to Landlord, Landlord shall have the right, but not the obligation, to cause such lien to be released by such means as it shall deem proper (including payment of or defense against the claim giving rise to such lien); in such case, Tenant shall reimburse Landlord for all amounts so paid by Landlord in connection therewith, together with all of Landlord's costs and expenses, with interest thereon at the Default Rate (defined below). Such rights of Landlord this section shall be that contained in addition to all other remedies provided herein or by lawExhibit IV Paragraph 2.

Improvements and Alterations. (a) Landlord's sole construction obligation under this Lease is set forth in the Work Letter attached hereto as Exhibit "B". (b) Tenant shall not make or allow any ----------------------------- alterations, additions or improvements to the Premises (collectively, "Alterations") without (i) first obtaining the prior written consent of Landlord. Any alterations, additions, or improvements made to the Premises at the expense of Tenant, including but not limited to, wall covering, carpeting or other floor covering, paneling and (ii) compliance with such nondiscriminatory requirements concerning such Alterations as may be imposed by Landlord from time to time. Without limiting the foregoing, Landlord may require, at a minimum, compliance with the requirements set forth built-in Exhibit "C" attached hereto. All Alterations cabinets shall be made by Tenant, at Tenant's sole cost deemed a part of the real estate and expense, the property of Landlord and shall be diligently prosecuted surrendered with the Premises unless Landlord, by notice given to completion. The cost of any modifications of Project improvements outside or inside Tenant no later than thirty (30) days prior to the end of the Premises required by any governmental agency as a condition or the result of Tenant's Alterations Term, shall be borne by Tenant. Any contractor or person making such Alterations shall first be approved in writing by Landlord. Upon the expiration of earlier termination of this Lease, Landlord may elect to have Tenant either (i) surrender with remove such alterations, additions, or improvements. Tenant shall thereupon accomplish such removal at its sole cost and repair any damage to the Premises any or all the Building of Alterations as Landlord, Landlord shall determine (except trade fixtures not attached to the Premises), in which case, such Alterations shall become the property of Landlord, or (ii) promptly remove any or all of such Alterations designated by Landlord to be removed, in which case, Tenant shall repair and restore the Premises to its original condition as of the date of substantial completion of the Tenant Work, reasonable wear and tear excepted. (c) Tenant shall keep the Premises, the Building and the Project free from any and all liens arising out of any work performed, materials furnished, or obligations incurred may be a part caused by or for Tenantsuch removal. In the event that Landlord consents in writing to any alterations, additions, or improvements to the Premises by Tenant, they shall be made at the sole cost of Tenant by licensed contractors or workmen approved by Landlord. Tenant shall not, within ten (10) days following the imposition of any secure all appropriate governmental approvals and permits and shall complete such lien, cause the same to be released of record alterations with due diligence. Any consent or approval given by payment or posting of a bond in a form and issued by a surety acceptable to Landlord, Landlord hereunder shall have the right, but not the obligation, to cause such lien to be released by such means as it shall deem proper (including payment of or defense against the claim giving give rise to such lien); in such caserights to third parties to file mechanic's or materialman's liens, Tenant shall reimburse Landlord for all amounts so paid by Landlord in connection therewith, together with all of nor waive Landlord's costs and expensesprohibition against such liens, with interest thereon at the Default Rate nor GROSS LEASE (defined below). Such rights CALIFORNIA) in any manner abrogate that Section of Landlord shall be in addition this Lease requiring Tenant to all other remedies provided herein or by lawkeep Premises free of liens.

Improvements and Alterations. (a) Landlord's sole construction obligation under this Lease is set forth in the Work Letter attached hereto as Exhibit "B".B. (b) Tenant shall not make any Any alterations, additions additions, or improvements made by or on behalf of Tenant to the Premises made on or after the Commencement Date (collectively, "Alterations") without (i) the shall be subject to Landlord's prior written consent of Landlordwhich shall not be unreasonably withheld or delayed. Cosmetic Alterations that do not affect the building mechanical or electrical systems and do not exceed $50,000 in the aggregate, and (ii) compliance with such nondiscriminatory requirements concerning such Alterations as may be imposed by shall not require Landlord from time to timeconsent. Without limiting the foregoing, Landlord may requireTenant shall cause, at its sole cost and expense, all Alterations to comply with insurance requirements and with Laws and shall construct, at its sole cost and expense, any alteration or modification required by Laws as a minimum, compliance with the requirements set forth in Exhibit "C" attached heretoresult of any Alterations. All Alterations shall be made constructed at Tenant's sole cost and expense and in a good and workmanlike manner by contractors reasonably acceptable to Landlord and only good grades of materials shall be used. All plans and specifications for any Alterations shall be submitted to Landlord for its approval, which approval will not be unreasonably withheld, delayed or conditioned. Landlord may monitor construction of the Alterations. Landlord's right to review plans and specifications and to monitor construction shall be solely for its own benefit, and Landlord shall have no duty to see that such plans and specifications or construction comply with applicable laws, codes, rules and regulations. Landlord shall have the right, in its sole discretion, to instruct Tenant to remove those improvements or Alterations from the Premises which (i) were not approved in advance by Landlord, (ii) were not built in material conformance with the plans and specifications approved by Landlord, or (iii) Landlord specified during its review of plans and specifications for Alterations would need to be removed by Tenant upon the expiration of this Lease. If Landlord approved the construction of Alterations, then Tenant shall not be obligated to remove such Alterations at the expiration of this Lease. Landlord shall not unreasonably withhold or delay its approval with respect to what improvements or Alterations Landlord may require Tenant to remove at the expiration of the Lease. If upon the termination of this Lease Landlord requires Tenant to remove any or all of such Alterations from the Premises, then Tenant, at Tenant's sole cost and expense, and shall be diligently prosecuted to completion. The cost of any modifications of Project improvements outside or inside of the Premises required by any governmental agency as a condition or the result of Tenant's Alterations shall be borne by Tenant. Any contractor or person making promptly remove such Alterations shall first be approved in writing by Landlord. Upon the expiration of earlier termination of this Lease, Landlord may elect to have Tenant either (i) surrender with the Premises any or all of Alterations as Landlord, Landlord shall determine (except trade fixtures not attached to the Premises), in which case, such Alterations shall become the property of Landlord, or (ii) promptly remove any or all of such Alterations designated by Landlord to be removed, in which case, and improvements and Tenant shall repair and restore the Premises to its original condition as of the date of substantial completion of the Tenant WorkCommencement Date, reasonable wear and tear excepted. Any Alterations remaining in the Premises following the expiration of the Lease Term or following the surrender of the Premises from Tenant to Landlord, shall become the property of Landlord unless Landlord notifies Tenant otherwise. Tenant shall provide Landlord with the identities and mailing addresses of all persons performing work or supplying materials, prior to beginning such construction, and Landlord may post on and about the Premises notices of non-responsibility pursuant to applicable law. Tenant shall assure payment for the completion of all work free and clear of liens and shall provide certificates of insurance for worker's compensation and other coverage in amounts and from an insurance company reasonably satisfactory to Landlord protecting Landlord against liability for bodily injury or property damage during construction. Upon completion of any Alterations and upon Landlord's reasonable request, Tenant shall deliver to Landlord sworn statements setting forth the names of all contractors and subcontractors who did work on the Alterations and final lien waivers from all such contractors and subcontractors. (c) Tenant shall keep the Premises, the Building and the Project free from any and all liens arising out of any Alterations, work performed, materials furnished, or obligations incurred by or for Tenant. In the event that Tenant shall not, within ten (10) days following the imposition of any such lien, cause the same to be released of record by payment or posting of a bond in a form and issued by a surety acceptable to Landlord, Landlord shall have the right, but not the obligation, to cause such lien to be released by such means as it shall deem proper (including payment of or defense against the claim giving rise to such lien); in such case, Tenant shall reimburse Landlord for all amounts so paid by Landlord in connection therewith, together with all of Landlord's costs and expenses, with interest thereon at the Default Rate (defined below)) and Tenant shall indemnify each and all of the Landlord Indemnitees (defined below) against any damages, losses or costs arising out of any such claim. Tenant's indemnification of Landlord contained in this Paragraph shall survive the expiration or earlier termination of this Lease. Such rights of Landlord shall be in addition to all other remedies provided herein or by law.

Improvements and Alterations. (a) Landlord's sole construction obligation under this Lease is set forth in the Work Letter attached hereto as Exhibit "B". (b) The Tenant shall not make any alterations, additions alterations or improvements repairs to the Premises Leased Premises, or any other part of the Building, or wires, pipes or other services to be run into the Building without first obtaining the written consent of the Landlord, which consent shall not be unreasonably withheld or delayed. Any amounts owing under the terms of this Article shall be payable on demand as additional rent. However in the event that the Landlord shall grant permission to the Tenant to execute the said work for its own account (collectivelywhich permission shall be reasonably determined by the Landlord), "Alterations") without then the said work shall be subject to the following conditions: (i) Tenant shall furnish to Landlord plans and specifications showing in reasonably complete detail the prior written consent work proposed to be carried out and the estimated cost thereof and Landlord shall approve or reject such plans and specifications within fifteen (15) days after receipt of Landlordthe same. If such plans and specifications are approved, and all work shall be carried out in compliance therewith. (ii) The value of the Leased Premises shall not, as a result of any work proposed to be carried out by Tenant, be less than the value of the Leased Premises before the commencement of such work and Landlord shall be the sole judge of such value. (iii) All work shall be carried out with reasonable dispatch and in a good workmanlike manner and in compliance with such nondiscriminatory all applicable permits, authorizations and building and zoning by-laws and with all regulations and requirements concerning such Alterations of all competent authorities having jurisdiction over the Leased Premises. (iv) The Leased Premises and the Building shall at all times be free of all legal hypothecs (construction) and any charges whatsoever. (v) If the cost of any work shall be in excess of Five thousand dollars ($5,000.00) as may be imposed reasonably estimated by Landlord from time to time. Without limiting the foregoingTenant, Landlord may require, at a minimum, compliance require Tenant to furnish security satisfactory to Landlord guaranteeing the completion of the work and the payment of the cost thereof free and clear of all privileges and charges of any nature whatsoever. (vi) Tenant shall maintain Workmen's Compensation insurance covering all persons employed in connection with the requirements set forth in Exhibit "C" attached heretowork and shall produce evidence of such insurance to Landlord and shall also maintain such general liability insurance for the protection of Landlord and Tenant as Landlord may require. All Alterations work whether executed by the Landlord or the Tenant, whether structural or not, when completed, shall be made by Tenantcomprised in, at Tenant's sole cost and expense, form part of the Leased Premises and shall be diligently prosecuted subject to completionall the provisions of this Lease and Tenant shall not have any right to claim compensation therefore. The cost of any modifications of Project improvements outside or inside of the Premises required by any governmental agency as a condition or the result of Tenant's Alterations shall be borne by Tenant. Any contractor or person making such Alterations shall first be approved in writing by Landlord. Upon At the expiration of earlier termination of this Lease, Landlord may elect Tenant shall be required to have Tenant either (i) surrender with the Premises repair any or all of Alterations as Landlord, Landlord shall determine (except trade fixtures not attached damage to the Premises), in which case, such Alterations shall become the property Leased Premises caused by removing any of Landlord, or (ii) promptly remove any or all of such Alterations designated by Landlord to be removed, in which case, Tenant shall repair and restore the Premises to its original condition as of the date of substantial completion of the Tenant Workpersonal property, reasonable wear and tear and casualty damage excepted. (c) Tenant shall keep the Premises, the Building and the Project free from any and all liens arising out of any work performed, materials furnished, or obligations incurred by or for Tenant. In the event that Tenant shall not, within ten (10) days following the imposition of any such lien, cause the same to be released of record by payment or posting of a bond in a form and issued by a surety acceptable to Landlord, Landlord shall have the right, but not the obligation, to cause such lien to be released by such means as it shall deem proper (including payment of or defense against the claim giving rise to such lien); in such case, Tenant shall reimburse Landlord for all amounts so paid by Landlord in connection therewith, together with all of Landlord's costs and expenses, with interest thereon at the Default Rate (defined below). Such rights of Landlord shall be in addition to all other remedies provided herein or by law.

Improvements and Alterations. (a) Landlord's sole construction Landlord shall deliver and Tenant shall accept the Premises in their then current "AS-IS" condition. Landlord shall have no obligation under to construct, renovate, change, modify or improve the Premises in any way prior to delivery to Tenant. Tenant shall bear all obligations concerning any modifications to the Premises, all of which shall be conducted in accordance with the provisions of this Lease is set forth in the Work Letter attached hereto as Exhibit "B"Lease. (b) Tenant Landlord shall have the right, at any time, and without any liability to Tenant, to change the arrangement and/or location of entrances or passageways, doors and doorways, and corridors, elevators, stairs, toilets, and other public parts of the Building so long as such changes do not make any alterationshave an adverse effect upon Tenant's use and enjoyment of the Premises including, additions or improvements without limitation, access to the Premises (collectively, "Alterations") without (i) the prior written consent of LandlordPremises, and subject to Paragraph 35, and upon giving Tenant reasonable notice thereof, to change the name, number or designation by which the Building is commonly known. (iic) compliance with such nondiscriminatory requirements concerning such Alterations as may be imposed by Landlord from time to time. Without limiting the foregoing, Landlord may require, at a minimum, compliance with the requirements set forth in Exhibit "C" attached hereto. All Alterations shall be made by Tenant, at Tenant's sole cost and expense, upon ten (10) days' notice to Landlord shall have the right to make alterations, additions or improvements upon receipt of the prior written consent of Landlord, which consent will not be withheld, conditioned or delayed unless the making or installation of the alterations, additions, or improvements (i) adversely affects the Building Structure, (ii) adversely affects the Building Systems, (iii) affects the exterior appearance of the Building, (iv) do not comply with Applicable Laws (as defined in Paragraph 8 below), or (v) unreasonably interfere with the normal and customary business operations of the other tenants in the Building (individually and collectively a "Design Problem"). All such alterations, additions and improvements shall be made in conformity with plans therefor approved by Landlord in writing prior to the commencement of such work and shall be diligently prosecuted to completion. The cost of any modifications of Project performed by a tenant improvements outside or inside of the Premises required by any governmental agency as a condition or the result of Tenant's Alterations shall be borne by Tenant. Any contractor or person making such Alterations shall first be reasonably approved in writing by Landlord. Upon the expiration of earlier termination of this LeaseAll such alterations, Landlord may elect to have Tenant either (i) surrender with the Premises any or all of Alterations as Landlord, Landlord shall determine additions and improvements (except movable furniture, furnishings, equipment and trade fixtures not attached to the Premises), in which case, such Alterations fixtures) shall become the property of Landlord upon installation. All such alterations, additions or improvements shall, however, be made by Tenant at Tenant's sole expense. Landlord may, as a condition to the installation thereof and if such request is made concurrently with the approval of the plans and specifications therefore, require Tenant to remove any such alterations, additions or improvements at its sole cost and expense, it being agreed and understood that in no event will Tenant have any obligation to remove any such alterations unless, in Landlord's reasonable judgment, they do not qualify as standard office-type tenant improvements and notifies Tenant of such determination at the time Landlord approves Tenant's plans with respect to same. Notwithstanding anything to the contrary set forth herein, Tenant shall not be required to obtain Landlord's prior consent with respect to any strictly cosmetic work performed within the Premises by Tenant, such as the installation of wall coverings or floor coverings. Such alterations, additions, and improvements to the Premises made by or for Tenant following the date on which Tenant first occupies the Premises are collectively called "Alterations." All such Alterations shall be made in conformity with the --------------------------------- Landlord's Tenant's Initials Initials --------------------------------- --------------------------------- requirements of Paragraph 6 below. Once the Alterations have been completed, such Alterations shall thereafter be included in the designation of Tenant Improvements and shall be treated as Tenant Improvements. Upon termination of the Lease, or, at Landlord's option, within thirty (30) days prior to the expiration of the Lease term, Tenant shall, upon demand by Landlord, or (ii) promptly at Tenant's sole cost and expense, forthwith remove any alterations, additions or all improvements (except those existing as of such Alterations the Commencement Date of this Lease) made by Tenant and designated by Landlord to be removedremoved concurrently with the approval of the plans and specifications thereof (to the extent the same do not qualify as standard office-type tenant improvements), in which case, Tenant shall and repair and restore the Premises to its their original condition as of the date of substantial completion of the Tenant Workcondition, reasonable wear and tear excepted. (c) . Any personal property left on or in the Premises at the expiration or earlier termination of this Lease shall be disposed of by Landlord in the manner provided by law, including, without limitation, California Civil Code Section 1980 et seq. Tenant shall keep the Premises, the Building releases Landlord of and the Project free from any and all liens arising out claims and ------- liability for damage to or destruction or loss of property left by Tenant upon the Premises at the expiration or other termination of this Lease and Tenant hereby indemnifies Landlord against any work performed, materials furnished, and all claims and liability with respect thereto. Tenant further waives all claims to all property (and the proceeds thereof) abandoned by Tenant and retained or obligations incurred disposed of by or for Tenant. In the event that Landlord. (d) Tenant shall notnot commence work on any alteration, within addition or improvement until and unless Landlord has received at least ten (10) days following notice that such work is to commence. Tenant shall reimburse Landlord for any actual, reasonable and documented out-of-pocket expense incurred by consultants on behalf of Landlord in reviewing and approving the imposition plans and specifications for such work or by reason of any such lienfaulty work done by Tenant or Tenant's contractors or by reason of inadequate cleanup. Tenant or its contractors will in no event be allowed to make any improvements to the Premises which could possibly adversely affect any of the Building Systems or Building Structure without first obtaining Landlord's consent, cause which Landlord can withhold in its sole and absolute discretion. All work by Tenant shall be scheduled through Landlord and shall be diligently and continuously pursued from the same date of its commencement through its completion. In addition to be released of record by payment or posting of the foregoing, and at Landlord's option, Tenant shall obtain a completion and/or performance bond in a form and issued by a surety acceptable to Landlord and in an amount not less than one and one-half (1 1/2) times the estimated cost of such alterations, additions or improvements. (e) All alterations, additions and improvements to the Premises made by Tenant shall comply with both ADA as defined in Paragraph 8 of this Lease and with the plans therefor approved in advance by Landlord; provided, however, Landlord's approval or consent to any such work shall not impose any liability upon Landlord nor shall such approval imply that Landlord has expressed any opinion or made any warranty regarding the adequacy, sufficiency or legality of any such improvements. Such plans and any specifications associated therewith shall be prepared by an architect or interior designer reasonably approved in advance by Landlord. No such work shall proceed without Landlord's prior approval of (i) Tenant's contractor(s); (ii) certificates of insurance from a company or companies approved by Landlord, furnished to Landlord by Tenant's contractor, for combined single limit bodily injury and property damage insurance covering comprehensive general liability and automobile liability, in an amount not less than One Million Dollars ($1,000,000) per occurrence and endorsed to show Landlord as an additional named insured, and for workers' compensation as required by law (provided, however, nothing in this subparagraph shall have release Tenant of its other insurance obligations hereunder) and the rightnormal and customary contingent liability and builders risk insurance; and (iii) detailed plans and specifications for such work. All such work by Tenant shall be done in a first-class workmanlike manner and in conformity with all applicable governmental requirements, with valid building permit(s) and/or all other permits or licenses when and where required, copies of which shall be furnished to Landlord before the work is commenced, and any work not acceptable to any governmental authority or agency having or exercising jurisdiction over such work, or not reasonably satisfactory to Landlord, shall be promptly replaced and corrected at Tenant's expense. All such work shall comply with all rules and regulations reasonably established by Landlord to ensure the safety, cleanliness and good order of the Building and its occupants, including but not limited to those relating to usage of elevators and loading docks, establishment of off-Premises staging areas, disposal of -------------------------- Landlord's Tenant's Initials Initials -------------------------- -------------------------- refuse and the obligationhours of performing operations which result in the creation of noise, to cause dust and odors. No such lien to alterations, additions or improvements by Tenant shall incorporate therein any Hazardous Materials, as defined in Paragraph 9. (f) No antenna, satellite dish, microwave receiver or other receiving or transmission equipment shall be released installed by such means as it shall deem proper (including payment Tenant in or on the roof of or defense against about the claim giving rise to such lien); Building or elsewhere in such casethe common areas except with the prior written consent of Landlord, Tenant shall reimburse Landlord for all amounts so paid which consent may be given or withheld by Landlord in connection therewith, together with all of its sole and absolute discretion. Any such installation by Tenant shall be only the particular equipment specifically approved by Landlord and any such installation shall be limited to the manner and location approved by Landlord's costs . Any such installation shall be subject to such terms and expenses, with interest thereon conditions as are provided by Landlord to Tenant at the Default Rate (defined below). Such rights of time Landlord shall be in addition to all other remedies provided herein or by lawapproves such installation.

Improvements and Alterations. (a) Landlord shall deliver the Premises to Tenant on the Commencement Date vacant, broom clean and with the “Building Systems” (as that term is defined in Section 4(b) of this Lease) in good working order and repair, but otherwise in its existing “AS-IS”, “WHERE-IS” and “WITH ALL FAULTS” condition, and Tenant acknowledges that Landlord shall have no obligation to refurbish or otherwise improve the Premises after the Commencement Date; except, however, subject to (i) Landlord's sole construction obligation under ’s maintenance and repair obligations as expressly set forth in this Lease is Lease, and (ii) Landlord’s obligations (including, without limitation, the disbursement of the Landlord’s Construction Allowance) set forth in the Work Letter attached hereto as Exhibit "B"B. The parties acknowledge that certain furniture, trade fixtures and equipment currently in the Premises have been conveyed to Tenant pursuant to a separate written agreement between Tenant and the previous occupants of the Premises (“Existing FF&E”). Notwithstanding anything in this Lease to the contrary, Landlord was not a party to such conveyance of the Existing FF&E, and Landlord makes no representation or warranty as to such Existing FF&E. Tenant assumes the risk in accepting such Existing FF&E and waives and releases any and all claims against Landlord with respect thereto. (b) Except in connection with any “Cosmetic Alterations” (as defined below) as permitted hereinbelow, after completion of the “Tenant shall not make Improvements” (as defined in and in accordance with Exhibit B attached hereto), any alterations, additions additions, or improvements made by or on behalf of Tenant to the Premises (collectively, "“Alterations"”) without shall be subject to Landlord’s prior written consent. Landlord’s consent shall not be unreasonably withheld with respect to proposed Alterations that (i) comply with all Laws; (ii) are compatible with the prior written consent Building mechanical, electrical, life safety, plumbing, sprinkler, heating, ventilation and air conditioning systems serving the Premises (excluding any supplemental systems installed by or on behalf of Tenant) (collectively, the “Building Systems”); (iii) will not interfere with the use and occupancy of any other portion of the Building by any other tenant or their invitees; (iv) do not affect the structural portions of the Building; (v) do not and will not, whether alone or taken together with other improvements, require the construction of any other improvements or alterations within the Building; and (vi) will not adversely affect, impair or impede the Building’s compliance with the Green Building Standard (collectively, the “Alterations Conditions”). Notwithstanding the foregoing, Tenant shall be permitted to make minor, cosmetic Alterations, following ten (10) business days’ notice to Landlord, but without Landlord’s consent, which (A) do not affect the Building Systems, the exterior appearance of the Premises or the Building, or the structural aspects of the Premises or the Building, (B) are not visible from outside the Premises, (C) do not require a building or construction permit, (D) do not cost more than Fifty Thousand and 00/100 Dollars ($50,000.00) in any twelve (12) month period, and (iiE) compliance comply with the Alterations Conditions (such nondiscriminatory requirements concerning such Alterations as may be imposed by Landlord from time to timeAlterations, collectively, “Cosmetic Alterations”). Without limiting the foregoing, Landlord may requireTenant shall cause, at its sole cost and expense, all Alterations to comply with insurance requirements and with Laws and shall construct, at its sole cost and expense, any alteration or modification required by Laws as a minimum, compliance with the requirements set forth in Exhibit "C" attached heretoresult of any Alterations. All Alterations shall be made by Tenant, constructed at Tenant's ’s sole cost and expense, expense and in a good and workmanlike manner by contractors reasonably acceptable to Landlord and only good grades of materials shall be diligently prosecuted to completionused. The cost of All plans and specifications for any modifications of Project improvements outside or inside of the Premises required by any governmental agency as a condition or the result of Tenant's Alterations shall be borne by Tenantsubmitted to Landlord for its approval. Any Landlord may monitor construction of the Alterations. Landlord’s right to review plans and specifications and to monitor construction shall be solely for its own benefit, and Landlord shall have no duty to see that such plans and specifications or construction comply with applicable laws, codes, rules and regulations. Without limiting the other grounds upon which Landlord may refuse to approve any contractor or person making such Alterations shall first subcontractor, Landlord may take into account the desirability of maintaining harmonious labor relations at the Project. Landlord may also require that all life safety related work and all mechanical, electrical, plumbing and roof related work be approved in writing performed by contractors designated by Landlord. Upon Landlord shall have the right, in its sole discretion, to instruct Tenant to remove any improvements or Alterations from the Premises at the expiration or earlier termination of the Lease. Together with Tenant’s request for approval of any Alteration and the plans and specifications submitted to Landlord therefor, Tenant may request in writing that Landlord specify which Alterations, if any, Landlord will require that Tenant remove from the Premises upon the expiration or earlier termination of the Lease Term (a “Removal Request”), in which case Landlord shall specify such Alterations together with Landlord’s consent thereof (if such consent is granted in accordance with the terms hereof). If Tenant delivers a Removal Request to Landlord in accordance with the immediately preceding sentence, and Landlord either fails to specify Tenant’s removal obligations with respect to such Alterations together with Landlord’s consent, or Landlord notifies Tenant in writing that Tenant will not have to remove such Alterations at the expiration or earlier termination of this Lease, then, in either case, Tenant will not be obligated to remove such Alterations upon the expiration or earlier termination of this Lease. Notwithstanding the foregoing, Landlord may elect shall have the right, in its sole discretion, to have instruct Tenant either to remove those Alterations from the Premises which (i) surrender were not approved in advance by Landlord, (ii) were not built in conformance with the Premises any or all of Alterations as Landlord, Landlord shall determine (except trade fixtures not attached to the Premises), in which case, such Alterations shall become the property of plans and specifications approved by Landlord, or (iiiii) promptly Landlord specified during its review of plans and specifications for Alterations would need to be removed by Tenant upon the expiration of this Lease. If, upon the termination of this Lease, Landlord requires Tenant to remove any or all of such Alterations designated by Landlord to be removedfrom the Premises, in which casethen Tenant, at Tenant’s sole cost and expense, shall promptly remove such Alterations and improvements and Tenant shall repair and restore the Premises to its original condition as of the date of substantial completion of the Tenant WorkCommencement Date, reasonable wear and tear excepted. Any Alterations remaining in the Premises following the expiration of the Lease Term or following the surrender of the Premises from Tenant to Landlord, shall become the property of Landlord unless Landlord notifies Tenant otherwise. Tenant shall provide Landlord with the identities and mailing addresses of all persons performing work or supplying materials, prior to beginning such construction, and Landlord may post on and about the Premises and record any notices of non-responsibility pursuant to applicable law. Tenant shall assure payment for the completion of all work free and clear of liens and shall provide certificates of insurance for worker’s compensation and other coverage in amounts and from an insurance company reasonably satisfactory to Landlord protecting Landlord against liability for bodily injury or property damage during construction. Upon completion of any Alterations and upon Landlord’s reasonable request, Tenant shall deliver to Landlord final lien waivers from all such contractors and subcontractors. Tenant shall pay to Landlord, as Additional Rent (x) the reasonable third party, out-of-pocket costs incurred and actually paid by Landlord to Landlord’s engineers and other consultants (but not Landlord’s on-site management personnel) for review of all plans, specifications and working drawings for the Alterations and for the incorporation of such Alterations in the Landlord’s master Building drawings, within ten (10) business days after Tenant’s receipt of invoices either from Landlord or such consultants together with (in any event) an administrative charge of five percent (5%) of the actual costs of such work, and (y) within ten (10) business days after completion of any Alterations, the actual, reasonable costs incurred by Landlord for services rendered by Landlord’s management personnel and engineers to coordinate and/or supervise any of the Alterations to the extent such services are provided in excess of or after the normal on-site hours of such engineers and management personnel. (c) Tenant shall keep the Premises, the Building and the Project free from any and all liens arising out of any Alterations, work performed, materials furnished, or obligations incurred by or for Tenant. In the event that Tenant shall not, within ten (10) days following the imposition of any such lien, cause the same to be released of record by payment or posting of a bond in a form and issued by a surety acceptable to Landlord, Landlord shall have the right, but not the obligation, to cause such lien to be released by such means as it shall deem proper (including payment of or defense against the claim giving rise to such lien); in such case, Tenant shall reimburse Landlord for all amounts so paid by Landlord in connection therewith, together with all of Landlord's ’s costs and expenses, with interest thereon at the Default Rate (defined below)) and Tenant shall indemnify and defend each and all of the Landlord Indemnitees (defined below) against any damages, losses or costs arising out of any such claim. Tenant’s indemnification of Landlord contained in this Paragraph shall survive the expiration or earlier termination of this Lease. Such rights of Landlord shall be in addition to all other remedies provided herein or by law. (d) NOTICE IS HEREBY GIVEN THAT LANDLORD SHALL NOT BE LIABLE FOR ANY LABOR, SERVICES OR MATERIALS FURNISHED OR TO BE FURNISHED TO TENANT, OR TO ANYONE HOLDING THE PREMISES THROUGH OR UNDER TENANT, AND THAT NO MECHANICS’ OR OTHER LIENS FOR ANY SUCH LABOR, SERVICES OR MATERIALS SHALL ATTACH TO OR AFFECT THE INTEREST OF LANDLORD IN THE PREMISES.

Improvements and Alterations. (a) Landlord's sole construction Subject to those express representations and warranties by Landlord expressly set forth herein, Landlord shall deliver the Premises to Tenant, and Tenant agrees to accept the Premises from Landlord in its existing “AS-IS”, “WHERE-IS” and “WITH ALL FAULTS” condition, and Landlord shall have no obligation under this to refurbish or otherwise improve the Premises throughout the Lease is Term; provided, however, and notwithstanding the foregoing to the contrary, Landlord agrees (i) to perform the Renovation Work, (ii) to deliver the Premises vacant, in broom clean condition and with all data cabling and movable furniture removed therefrom, and (iii) to provide the Tenant Improvement Allowances set forth in Item 18 of the Work Letter attached hereto as Exhibit "B"Basic Lease Provisions which shall be disbursed in accordance with the terms and conditions of Exhibits X-0, X-0, and B-3. (b) Tenant shall not make any no alterations, changes or additions in or improvements to the Premises (collectively, "“Alterations"”) without (i) the Landlord’s prior written consent, such consent of Landlordnot to be unreasonably withheld, conditioned or delayed, and (ii) compliance with such nondiscriminatory requirements concerning such Alterations as may be imposed by Landlord from time to time. Without limiting the foregoing, Landlord may require, at a minimum, compliance with the requirements set forth in Exhibit "C" attached hereto. All Alterations shall be made by Tenant, at Tenant's sole cost and expense, and shall be diligently prosecuted to completion. The cost of any modifications of Project improvements outside or inside of the Premises required by any governmental agency as a condition or the result of Tenant's Alterations shall be borne by Tenant. Any contractor or person making such Alterations shall first be approved in writing by Landlord. Upon the expiration of earlier termination of this Lease, Landlord may elect to have Tenant either (i) surrender with the Premises any or all of Alterations as Landlordif reasonably disapproved, Landlord shall determine (except trade fixtures not attached advise Tenant of any additional changes which may be required to the Premises)obtain Landlord’s approval. If Landlord disapproves of any proposed Alterations, Landlord shall respond, in which casewriting, stating the grounds for such Alterations shall become the property of Landlord, or (ii) promptly remove any or all of such Alterations designated by Landlord to be removed, in which case, Tenant shall repair and restore the Premises to its original condition as of the date of substantial completion of the Tenant Work, reasonable wear and tear excepted. (c) Tenant shall keep the Premises, the Building and the Project free from any and all liens arising out of any work performed, materials furnished, or obligations incurred by or for Tenant. In the event that Tenant shall notdisapproval, within ten (10) days following Business Days after receipt of Tenant’s request for approval of the imposition proposed Alterations, provided that, if Landlord fails to respond, Landlord shall be deemed to have approved the proposed Alterations. Notwithstanding the foregoing, Tenant may perform non-structural improvements to the interior of the Premises (such as painting, carpeting and wall covering) without Landlord’s prior consent but with prior notice to Landlord, provided that: (i) the improvements do not impact or affect the structural integrity, the roof of the Building, the building systems (including, without limitation, the HVAC, electric, mechanical, plumbing, fire, or life safety systems) (the “Building Systems”) or the operation of the Building; (ii) such improvements do not cost in excess of $50,000 per floor or $500,000 in the aggregate in any such lienone (1) calendar year; and (iii) Tenant shall, cause prior to the same commencement of the work, deliver to be released Landlord proofs of record by payment or posting of a bond contractor insurance, in a form and issued by a surety reasonably acceptable to Landlord, from all contractors performing such work and plans indicating the nature of the proposed improvements. In installing or constructing any Alterations, Tenant shall only use contractors reasonably approved by Landlord in writing. Without limiting the other grounds upon which Landlord may refuse to approve any contractor or subcontractor, Landlord may take into account the desirability of maintaining harmonious labor relations at the Project in approving such contractors. For any Alterations that require Landlord’s approval, Tenant shall submit to Landlord fully detailed and dimensioned plans and specifications pertaining to the Alterations in question, to be prepared and submitted by Tenant at its sole cost and expense. Tenant shall at its sole cost and expense obtain all necessary approvals and permits pertaining to any Alterations approved by Landlord. Tenant hereby indemnifies, defends and agrees to hold Landlord free and harmless from all liens and claims of lien, and all other liability, claims and demands arising out of any work done or material supplied to the Premises by or at the request of Tenant in connection with any Alterations, unless any such liability, claim or demand is the result of the negligence or willful misconduct of Landlord or its agent, employee or contractor. Following the (i) Phase I Premises Delivery Dates as set forth in the tables located in Item 9 of the Basic Lease Provisions for the Phase I Premises, (ii) Phase II Premises Delivery Dates as set forth in the tables located in Item 9 of the Basic Lease Provisions for the Phase II Premises, and (iii) Phase III Premises Delivery Dates as set forth in the tables located in Item 9 of the Basic Lease Provisions for the Phase III Premises, any and all costs attributable to or related to the applicable building codes of the city in which the Project is located (or any other authority having jurisdiction over the Project) arising from Tenant’s plans, specifications, improvements, alterations or otherwise shall be paid by Tenant at its sole cost and expense. (c) With regard to repairs, Alterations or any other work arising from or related to this Xxxxxxxxx 0, Xxxxxxxx shall be entitled to receive an administrative/supervision fee equal to (i) One Hundred Fifty Dollars ($150) per hour for every hour reasonably and actually spent by Landlord’s construction management and/or property management personnel supervising or overseeing the Alterations, plus (ii) the actual cost of any materials expended by such construction management and/or property management personnel. Landlord shall provide reasonable documentation of the calculation of its administration/supervision fee as part of its submission to Tenant. After the initial five (5) years of the Lease Term, the foregoing hourly fee shall be reasonably adjusted based on market conditions. Landlord’s right to review plans and specifications and to monitor construction of Alterations shall be solely for its own benefit, and Landlord shall have no duty to see that such plans and specifications or construction comply with applicable laws, codes, rules and regulations. The construction of initial improvements to the rightPremises shall be governed by the terms of the Phase I Premises Work Letter, but Phase II Premises Work Letter, and Phase III Premises Work Letter (each, a “Work Letter”) and not the obligationterms of this Paragraph 4. (d) Notwithstanding anything in this Paragraph 4 to the contrary, to cause (i) concurrently with Landlord’s approval of any Alterations and/or improvements installed by Tenant, Landlord shall notify Tenant in writing which, if any, of such lien Alterations and/or improvements need to be released removed by Tenant from the Premises upon the expiration or earlier termination of the Lease (“Alterations Removal Notice”), and (ii) Tenant shall not have any obligation to remove any Alteration and/or improvement (x) for which Landlord’s approval was requested and Landlord did not give Tenant such means as it shall deem proper notice or (including payment of or defense against y) which is not a Specialty Improvement. Unless otherwise set forth in the claim giving rise to such lien); in such caseAlterations Removal notice, Tenant shall reimburse Landlord remove all Specialty Improvements from the Premises upon the expiration or earlier termination of the Lease Term and Tenant shall repair any damage to the Premises (as expressly stated herein) caused by such removal. As used in this Lease “Specialty Improvements” means any of the following: any server racks, security system, card access systems, key pad door hardware, heat pumps, high density filing systems, data centers, classrooms, courtrooms, cafeteria, fitness center (including showers and other amenities for all amounts so paid by Landlord in the fitness center), internal stairwells, raised floors, voice, data and other cabling, libraries, any areas requiring floor reinforcement or enhanced systems requirements, supplemental HVAC equipment or systems or components thereof, and supplemental systems and equipment used on connection therewith. In addition, together with all notwithstanding anything in this Paragraph 4 to the contrary, Tenant shall not be required to remove any of Landlord's costs and expenses, with interest thereon the Alterations and/or improvements which exist in the Premises at the Default Rate (defined below)time that Landlord delivers the Premises to Tenant or any of the Tenant Improvements. Such rights of Landlord shall be in addition not unreasonably withhold or delay its approval with respect to all other remedies provided herein what improvements or by lawAlterations Landlord may require Tenant to remove at the expiration of the Lease.

Improvements and Alterations. (a) Landlord's sole construction obligation under this Lease with respect to the Premises is set forth in the Work Letter attached hereto as Exhibit "B". (b) Tenant shall not make any alterations, additions or improvements to the Premises (collectively, "Alterations") without (i) the prior written consent of LandlordLandlord not to be unreasonably withheld or delayed, and (ii) compliance with such nondiscriminatory requirements concerning such Alterations as may be imposed by Landlord from time to time. Notwithstanding the foregoing, Tenant shall be permitted to repaint and or re-carpet the Premises without obtaining Landlord's prior written consent. Without limiting the foregoing, Landlord may require, at a minimum, compliance with the requirements set forth in Exhibit "C" attached hereto. All Alterations shall be made by Tenant, at Tenant's Tenants sole cost and expense, and shall be diligently prosecuted to completion. The cost of any modifications of Project improvements outside or inside of the Premises required by any governmental agency as a condition or the result of Tenant's Tenants Alterations shall be borne by Tenant. Any contractor or person making such Alterations shall first be approved in writing by Landlord. Upon the expiration of or earlier termination of this Lease, Landlord may elect to have Tenant either (i) surrender with the Premises any or all of such Alterations as Landlord, Landlord shall determine (except trade fixtures not attached to the Premises), in which case, such Alterations shall become the property of Landlord, or (ii) promptly remove any or all of such Alterations designated by Landlord to be removed, in which case, Tenant shall repair and restore the Premises to its original condition as of the date of substantial completion of the Tenant Work, reasonable wear and tear excepted. Notwithstanding the foregoing, Tenant shall have the right, at any time it requests Landlord's prior written consent to an Alteration, to further request that Landlord elect whether the Alterations for which consent is requested be allowed to remain or be required to be removed upon the expiration or earlier termination of this Lease. Unless Landlord responds in writing to Tenant at the time of granting such consent that any such Alterations may remain upon the Premises upon the expiration or earlier termination of this Lease, then Tenant shall be required to remove such Alterations in accordance herewith. Tenant shall have the right to install a passive video surveillance system in the Premises and an antennae on the roof of the Building solely for Tenants use, provided that (1) such installations shall be at the sole cost and expense of Tenant and otherwise in compliance with this Paragraph 4, (2) Tenant shall comply with the requirements of any and all applicable laws, rules, CC&Rs, and governmental agencies regarding such installations, (3) the location, specifications and other physical aspects of such installations shall be pre-approved by Landlord in writing, such approval to not be unreasonably withheld, and (4) Tenant shall be responsible, at Tenants expense, for the maintenance and repair of such items (including without limitation any repairs to other portions of the Building or Project damaged arising out of the installation or maintenance of such items), and (5) at Landlord's discretion, Tenant shall remove such installations upon the expiration or earlier termination of the Lease at Tenants sole expense and repair any damage caused thereby. (c) Tenant shall keep the Premises, the Building and the Project free from any and all liens arising out of any work performed, materials furnished, or obligations incurred by or for Tenant. In the event that Tenant shall not, within ten (10) days following the imposition of any such lien, cause the same to be released of record by payment or posting of a bond in a form and issued by a surety acceptable to Landlord, Landlord shall have the right, but not the obligation, to cause such lien to be released by such means as it shall deem proper (including payment of or defense against the claim giving rise to such lien); in such case, Tenant shall reimburse Landlord for all amounts so paid by Landlord in connection therewith, together with all of Landlord's costs and expenses, with interest thereon at the Default Rate (defined below). Such rights of Landlord shall be in addition to all other remedies provided herein or by law.

Improvements and Alterations. (a) Landlord's sole construction obligation under this Lease is set forth Lessee shall have the right to make at its own expense, additions, alterations and changes in the Work Letter attached hereto as Exhibit "B". (b) Tenant shall not make any alterations, additions or improvements and to the Leased Premises (collectivelyprovided however, "Alterations") without (i) that no such work with a cost in excess of $50,000 shall be commenced except with the prior written consent of LandlordLessor, whose consent may not be unreasonably withheld and (ii) compliance with such nondiscriminatory requirements concerning such Alterations as may be imposed by Landlord from time to time. Without limiting the foregoing, Landlord may require, at a minimum, on compliance with the requirements set forth following conditions. a) Lessee shall furnish to Lessor plans and specifications showing in Exhibit "C" attached heretoreasonable complete detail the work proposed to be carried out and the estimated cost thereof and Lessor shall approve or reject such plans and specifications within thirty (30) days after receipt of the same. All Alterations If such plans and specifications are approved, all work shall be made carried out in compliance with the same; b) The value of the Leased Premises shall not, as a result of any work proposed to be carried out by TenantLessee, at Tenant's sole cost be less than the value of the Leased Premises before the commencement of such work and expense, and Lessor shall be diligently prosecuted to completion. The cost the sole judge of any modifications of Project improvements outside or inside of the Premises required by any governmental agency as a condition or the result of Tenant's Alterations such value; c) All work shall be borne by Tenantcarried out with reasonable dispatch and in a good workmanlike manner and in compliance with all applicable permits, authorizations and building and zoning by-laws and with all regulations and requirements of all competent authorities having jurisdiction over the Leased Premises; d) The Leased Premises shall at all times be free of all conditional bills of sale, pledges, registered privileges, workmen's and suppliers' liens and other similar liens and charges. Any contractor or person making such Alterations shall first be approved in writing by Landlord. Upon Lessor may require Lessee to furnish security satisfactory to Lessor guaranteeing the expiration of earlier termination of this Lease, Landlord may elect to have Tenant either (i) surrender with the Premises any or all of Alterations as Landlord, Landlord shall determine (except trade fixtures not attached to the Premises), in which case, such Alterations shall become the property of Landlord, or (ii) promptly remove any or all of such Alterations designated by Landlord to be removed, in which case, Tenant shall repair and restore the Premises to its original condition as of the date of substantial completion of the Tenant Work, reasonable wear and tear excepted. (c) Tenant shall keep the Premises, the Building work and the Project free from any and all liens arising out of any work performed, materials furnished, or obligations incurred by or for Tenant. In the event that Tenant shall not, within ten (10) days following the imposition of any such lien, cause the same to be released of record by payment or posting of a bond in a form and issued by a surety acceptable to Landlord, Landlord shall have the right, but not the obligation, to cause such lien to be released by such means as it shall deem proper (including payment of or defense against the claim giving rise cost thereof free and clear of all conditional bills of sale, pledges, privileges, workxxx'x xxx suppliers' liens and other similar liens and charges, as well as for the replacement of the Leased Premises to such lien); their former state, as specified in such case, Tenant shall reimburse Landlord for all amounts so paid by Landlord in connection therewith, together with all of Landlord's costs and expenses, with interest thereon at the Default Rate (defined CLAUSE 16 below). Such rights of Landlord shall be in addition to all other remedies provided herein or by law.;

Improvements and Alterations. (a) Landlord's ’s sole construction obligation under this Lease is set forth in the Work Letter attached hereto as Exhibit "B"Section 19(aa) of this Lease. (b) Tenant shall not make any no alterations, additions or improvements (“Alterations”) on or behalf of Tenant to the Premises (collectivelyor the Project without obtaining Landlord’s prior written consent, "Alterations") such consent not to be unreasonably withheld or delayed. Notwithstanding anything herein to the contrary, Tenant, may, without Landlord’s prior written consent, but with prior written notice to Landlord and provided that Tenant complies with all Building rules and regulations affecting Alterations promulgated in accordance with Section 19(t), install cosmetic, non-structural alterations to the interior of the Premises costing $50,000.00 or less in any calendar year, provided the same do not affect the Building systems, including, without limitation, the mechanical, electrical, plumbing, HVAC or life-safety systems of the Building. Tenant shall make no Alterations to the Premises, including, without limitation any Alterations (i) which will adversely impact the Building’s mechanical, electrical or heating, ventilation or air conditioning systems, or (ii) which will adversely impact the structure of the Building, or (iii) which are visible from the exterior of the Premises (subject to Addendum Four, excluding Tenant’s generators), or (iv) which will result in the penetration or puncturing of the roof, without first obtaining Landlord’s prior written consent of Landlord, and (ii) compliance with such nondiscriminatory requirements concerning or approval to such Alterations as may (which consent or approval shall be imposed by Landlord from time to time. Without limiting in the foregoing, Landlord may require, at a minimum, compliance with the requirements set forth in Exhibit "C" attached heretoLandlord’s reasonable discretion and shall not be unreasonably delayed. All Alterations shall be made by Tenant, constructed at Tenant's ’s sole cost and expense, expense and in a good and workmanlike manner by contractors reasonably acceptable to Landlord and only good grades of materials shall be diligently prosecuted to completionused. The cost of All plans and specifications for any modifications of Project improvements outside or inside of the Premises required by any governmental agency as a condition or the result of Tenant's Alterations shall be borne submitted to Landlord for its approval, which approval will not be unreasonably withheld, delayed or conditioned. Landlord may monitor construction of the Alterations. Landlord’s right to review plans and specifications and to monitor construction shall be solely for its own benefit, and Landlord shall have no duty to see that such plans and specifications or construction comply with applicable laws, codes, rules and regulations. Landlord shall have the right, in its reasonable discretion, to instruct Tenant to remove those improvements or Alterations from the Premises (but not the Tenant Improvements which were approved by Tenant. Any contractor or person making such Alterations shall first be Landlord as set forth in the Final Plans) which (i) were not approved in writing advance by Landlord. Upon , (ii) were not built in conformance with the plans and specifications approved by Landlord, or (iii) Landlord specified during its review of plans and specifications for Alterations would need to be removed by Tenant upon the expiration of earlier termination this Lease. If Landlord approved the construction of Alterations, then Tenant shall not be obligated to remove such Alterations at the expiration of this Lease, unless Landlord specified to Tenant at the time of such approval that Tenant would be required to remove such Alterations upon the expiration of the Lease Term. Landlord shall not unreasonably withhold or delay its approval with respect to what improvements or Alterations Landlord may elect require Tenant to have remove at the expiration of the Lease. If upon the termination of this Lease Landlord requires Tenant either (i) surrender with the Premises any or all of Alterations as Landlord, Landlord shall determine (except trade fixtures not attached to the Premises), in which case, such Alterations shall become the property of Landlord, or (ii) promptly remove any or all of such Alterations designated by Landlord to be removedfrom the Premises, in which casethen Tenant, at Tenant’s sole cost and expense, shall promptly remove such Alterations and improvements and Tenant shall repair and restore the Premises to its original condition as of the date of substantial completion of the Tenant WorkCommencement Date, reasonable wear and tear excepted. Any Alterations remaining in the Premises following the expiration of the Lease Term or following the surrender of the Premises from Tenant to Landlord, shall become the property of Landlord unless Landlord notifies Tenant otherwise. Tenant shall not be entitled to any compensation, reimbursement or other payment at the termination of the Lease or otherwise for any Alterations to the Premises. Tenant shall assure payment for the completion of all work free and clear of liens and shall provide certificates of insurance for worker’s compensation and other coverage in amounts and from an insurance company reasonably satisfactory to Landlord protecting Landlord against liability for bodily injury or property damage during construction. Upon completion of any Alterations and upon Landlord’s reasonable request, Tenant shall deliver to Landlord final lien waivers from all such contractors and subcontractors. Notwithstanding anything herein to the contrary, in no event shall Tenant be required to remove any of the initial Tenant Improvements constructed in the Premises in accordance with Exhibit B hereto. (c) Tenant shall keep the Premises, the Building and the Project free from any and all liens arising out of the construction of the Tenant Improvements, any Alterations, work performed, materials furnished, or obligations incurred by or for Tenant. In the event that Tenant shall not, within ten (10) days following the imposition of any such lien, cause the same to be released of record by payment or posting of a bond in a form and issued by a surety acceptable to Landlord, Landlord shall have the right, but not the obligation, to cause such lien to be released by such means as it shall deem proper (including payment of or defense against the claim giving rise to such lien); in such case, Tenant shall reimburse Landlord for all amounts so paid by Landlord in connection therewith, together with all of Landlord's ’s costs and expenses, with interest thereon at the Default Rate (defined below)) and Tenant shall indemnify each and all of the Landlord Indemnitees (defined below) against any damages, losses or costs arising out of any such claim. Tenant’s indemnification of Landlord contained in this Paragraph shall survive the expiration or earlier termination of this Lease. Such rights of Landlord shall be in addition to all other remedies provided herein or by law.

Improvements and Alterations. (a) Landlord's sole construction obligation under During the Term of this Lease is set forth in the Work Letter attached hereto as Exhibit "B". (b) Tenant shall not and following completion of Tenant's Work, Tenant, at its own expense, may make any non-structural alterations, additions or and improvements (including, without limitation, interior painting and decorating) to the interior of the Premises (collectively, "Alterations") without (i) which are necessary or appropriate for the conduct of Tenant's business with Landlord's prior written consent of Landlordand in accordance with detailed working drawings and specifications describing such work which have been submitted in advance to, and (ii) compliance with such nondiscriminatory requirements concerning such Alterations as may be imposed by Landlord from time to time. Without limiting the foregoingapproved in writing by, Landlord may requireand with a contractor approved by Landlord. Landlord's consent to such alterations and approval of Tenant's contractor shall not be unreasonably withheld or delayed. During the Term of this Lease, at a minimum, compliance with the requirements set forth in Exhibit "C" attached hereto. All Alterations shall be made by Tenant, at Tenant's sole cost and own expense, and shall be diligently prosecuted to completion. The cost may alter the existing curtain wall on any of any modifications of Project improvements outside or inside the facades of the Premises required by any governmental agency as a condition or the result of to install louvers for additional outside air and/or exhaust air, at Tenant's Alterations shall option, but subject to Landlord's prior written consent (such consent not to be borne by Tenant. Any contractor or person making such Alterations shall first be unreasonably withheld) and in accordance with detailed working drawings and specifications which have been submitted in advance to and approved in writing by Landlord. Upon Tenant shall pay all costs of preparing plans, drawings and specifications. Such alterations, additions and improvements (specifically excluding movable personal property installed by Tenant) are hereinafter collectively called the "Improvements". All the Improvements, whether placed in or attached to or made part of the Premises prior to or during the Term of this Lease, shall become and be Landlord's property and, unless Landlord otherwise elects, shall be and remain part of the Premises as of the expiration or earlier termination of the Lease. Landlord shall notify Tenant in writing at the time Landlord approves Tenant's plans for Improvements of its election to require Tenant to remove any or all of its Improvements upon the expiration or earlier termination of this Lease. Construction of the Improvements shall be performed diligently and in a good and workmanlike manner and shall be expeditiously completed in compliance with all laws, ordinances, orders, rules, regulations and requirements. All work done in connection with the Improvements shall comply with all requirements of insurance policies maintained by Landlord and Tenant. Tenant, at its expense, shall procure all permits and licenses required by any governing authority having jurisdiction over the Premises and the business to be conducted in the Premises. Tenant shall promptly pay all costs and expenses of the Improvements and shall furnish indemnification bonds against performance, liens, costs, damages and expenses in forms and amounts reasonably satisfactory to Landlord, in connection with all alterations and Improvements. At the expiration or earlier termination of this Lease, Landlord may elect to have Tenant either (i) surrender with the Premises any or shall remove all of Alterations as Landlordthis personal property other than the Improvements, Landlord shall determine (except trade fixtures not attached to and, at the Premises), in which case, such Alterations shall become the property option of Landlord, or (ii) promptly Tenant shall remove any or all of the Improvements. If Landlord elects to have Tenant remove the Improvements, Landlord shall not require removal of pipes, wires and the like from walls, ceilings or floors provided that Tenant properly cuts, caps and disconnects such Alterations designated by Landlord to be removedpipes and wires and seals them off in a safe and lawful manner flush with the applicable wall, in which case, floor or ceiling and redecorates the area consistent with the remainder of the Premises. Tenant shall repair maintain the Improvements in a first class manner during the Term -of the Lease, as extended, and restore the Premises shall be responsible for any and all damages to its original condition as of the date of substantial completion of the Tenant Work, reasonable wear and tear excepted. (c) Tenant shall keep the Premises, the fixtures, appurtenances and equipment of Landlord or the Building caused by the installation, malfunction or removal of the Improvements or Tenant's Property as defined in Section 9 below. (b) In order to protect the historical and architectural integrity and appearance of the Project free from any and all liens arising out of any work performed, materials furnished, or obligations incurred by or for Tenant. In the event that Tenant shall not, within ten (10) days following the imposition of any such lien, cause the same to be released of record by payment or posting of a bond in a form and issued by a surety acceptable to Landlord, Landlord shall have the right, but not the obligation, to cause such lien to be released by such means as it shall deem proper (including payment of or defense against the claim giving rise to such lien); in such caseBuilding, Tenant shall reimburse not install any signs on the exterior of the Building or Premises or in the interior of the Premises if visible from the exterior of the Premises except as permitted by this paragraph or as approved in the Plans and Specifications. All signs or lettering, if any, visible from the exterior of the Building or from the lobby, public corridors or in any other common area or public place must be submitted by Tenant to Landlord for all amounts so paid by Landlord prior written approval of the size, color, design, and location of such signs or lettering before installation. Tenant may hang its own window blinds or curtains in connection therewith, together with all of the Premises subject to Landlord's costs and expenses, with interest thereon at the Default Rate (defined below). Such rights of Landlord shall be in addition to all other remedies provided herein or by lawprior written approval.

Improvements and Alterations. (a) LandlordTenant will not make or suffer to be made any alterations, additions or improvements to or of the Premises or any part thereof, or attach any fixtures or equipment thereto, without first obtaining Akzo Nobel's sole construction obligation under this Lease is set forth in the Work Letter attached hereto as Exhibit "B". (b) Tenant written approval which approval shall not make any be unreasonably withheld. Any alterations, additions or improvements to the Premises (collectively, "Alterations") without (i) the prior written consent of Landlord, and (ii) compliance with such nondiscriminatory requirements concerning such Alterations as may be imposed consented to by Landlord from time to time. Without limiting the foregoing, Landlord may require, at a minimum, compliance with the requirements set forth in Exhibit "C" attached hereto. All Alterations Akzo Nobel shall be made by Tenant, Tenant at Tenant's sole cost and expense, and any contractor or other person selected by Tenant to make the same shall be diligently prosecuted subject to completionAkzo Nobel's prior written approval which approval shall not be unreasonably withheld. The cost of any modifications of Project At Akzo Nobel's option, all alterations, additions, fixtures and improvements outside or inside of the Premises required by any governmental agency as a condition or the result (exclusive of Tenant's Alterations shall be borne office furniture, business machinery, and trade fixtures), whether temporary or permanent in character, made in or upon the Premises either by Tenant, or by Akzo Nobel on behalf of Tenant, shall immediately become Akzo Nobel's property and, at the end of the Term hereof, shall remain on the Premises without compensation to Tenant. Any contractor or person making such Alterations shall first be approved in writing by Landlord. Upon Akzo Nobel upon written notice to Tenant at the expiration of earlier or other termination of this LeaseLease shall have the option to require Tenant to remove any additions, Landlord may elect to have Tenant either (i) surrender with the Premises any or all of Alterations as Landlordimprovements, Landlord shall determine (except trade alterations, fixtures not attached to the Premises), in which case, such Alterations shall become the property of Landlordand/or installations made by Tenant, or (ii) promptly remove any or all by Akzo Nobel on behalf of such Alterations designated by Landlord to be removedTenant, in which case, Tenant at Tenant's sole cost and expense and shall repair and restore the Premises to its their original condition as delivered to Tenant by Akzo Nobel at the commencement of the date of substantial completion of the Tenant WorkLease, reasonable ordinary wear and tear tear, damage thereto by fire, earthquake, Act of God excepted. . If Tenant should fail to restore the Premises to their original condition after notice from Akzo Nobel, then Akzo Nobel may, at Akzo Nobel's option, restore the Premises to their original condition and Tenant shall promptly reimburse Akzo Nobel for the cost of such work. Tenant may remove any of Tenant's office furniture, business machinery, or trade fixtures from the Premises which can be removed without damage to the Premises. Tenant shall promptly repair, at Tenant's expense, any damage to the Premises caused by the removal of such office furniture, business machinery, or trade fixtures. Notwithstanding anything to the contrary above (ci) Tenant shall keep will not be required or permitted to remove Landlord's Work and (ii) if Tenant seeks to make any improvements to the Premises, Akzo Nobel must advise Tenant at the Building and time it approves Tenant's plans, whether Akzo Nobel will require the Project free from any and all liens arising out of any work performed, materials furnished, or obligations incurred by or for Tenant. In the event that Tenant shall not, within ten (10) days following the imposition of any such lien, cause the same improvements to be released of record by payment or posting of a bond in a form and issued by a surety acceptable to Landlord, Landlord shall have the right, but not the obligation, to cause such lien to be released by such means as it shall deem proper (including payment of or defense against the claim giving rise to such lien); in such case, Tenant shall reimburse Landlord for all amounts so paid by Landlord in connection therewith, together with all of Landlord's costs and expenses, with interest thereon removed at the Default Rate (defined below). Such rights end of Landlord shall be in addition to all other remedies provided herein or by lawthe Lease.

Improvements and Alterations. (a) Landlord's sole construction obligation under After occupance by Tenant pursuant to the terms of this Lease is set forth in the Work Letter attached hereto as Exhibit "B". (b) Sublease, Tenant shall not make any no alterations, additions additions, or improvements in or to the Premises (collectively, "Alterations") without (i) the prior written consent of Landlord, which shall not be withheld unreasonably. Landlord may require Tenant to provide a Completion Bond and (ii) a Bond against liens in connection with the construction of any such improvements. Tenant shall be solely responsible for any alterations required to bring the Leased Premises into compliance with, or maintain such compliance with any applicable State or Federal law or regulation, including, without limitation, the Americans With Disabilities Act, except to the extent that they relate to matters required by environmental laws as to conditions preceding this Sublease. Any permitted alterations, additions or improvements prior to Tenant's occupancy or after occupancy shall be at Tenant's sole expense. Tenant shall secure any and all governmental permits required in connection with any such nondiscriminatory requirements concerning such Alterations work, and shall hold Landlord harmless from any and all liability (including reasonable attorney' s fees) resulting therefrom. All alterations, additions and improvements (except trade fixtures, appliances and equipment which shall not be deemed a part of the Premises), shall immediately become the property of Landlord without any obligation to pay Tenant therefor and shall not be removed by Tenant except as may be imposed hereinafter provided. Upon the expiration or sooner termination of the term hereof, Tenant shall, upon written demand by Landlord from time to time. Without limiting the foregoing, Landlord may require, at a minimum, compliance with the requirements set forth in Exhibit "C" attached hereto. All Alterations which shall be made by Tenantgiven at least ten (10) days prior to the end of the term, at Tenant's sole cost and expense, expense forthwith and shall be diligently prosecuted to completion. The cost of any modifications of Project improvements outside or inside of the Premises required by any governmental agency as a condition or the result of Tenant's Alterations shall be borne by Tenant. Any contractor or person making such Alterations shall first be approved in writing by Landlord. Upon the expiration of earlier termination of this Lease, Landlord may elect to have Tenant either (i) surrender with the Premises any or all of Alterations as Landlord, Landlord shall determine (except trade fixtures not attached to the Premises), in which case, such Alterations shall become the property of Landlord, or (ii) promptly due diligence remove any alterations, additions or all of such Alterations improvements made by Tenant which are designated by Landlord for removal, repair any damage to be removedthe Premises caused by such removal and, in which caseif requested by Landlord, Tenant shall repair and restore the altered Premises to its original condition as of the date of substantial completion of the Tenant Work, reasonable wear and tear exceptedcondition. (c) Tenant shall keep the Premises, the Building and the Project free from any and all liens arising out of any work performed, materials furnished, or obligations incurred by or for Tenant. In the event that Tenant shall not, within ten (10) days following the imposition of any such lien, cause the same to be released of record by payment or posting of a bond in a form and issued by a surety acceptable to Landlord, Landlord shall have the right, but not the obligation, to cause such lien to be released by such means as it shall deem proper (including payment of or defense against the claim giving rise to such lien); in such case, Tenant shall reimburse Landlord for all amounts so paid by Landlord in connection therewith, together with all of Landlord's costs and expenses, with interest thereon at the Default Rate (defined below). Such rights of Landlord shall be in addition to all other remedies provided herein or by law.

Improvements and Alterations. (a) Landlord's sole construction obligation under this Lease is Except as otherwise expressly set forth in this Lease, Landlord shall have no obligation, of any kind or nature, with regard to the Work Letter attached hereto as Exhibit "B"construction, improvement or alteration of the Premises. (b) Tenant shall not, without Landlord’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, make or allow any alterations, additions, or improvements in, on or about the Premises; provided, however, that Landlord’s consent shall not be so required so long as: (a) the cost of the entire alteration (including, without limitation, design, labor and materials) is less than $50,000; (b) Tenant provides Landlord with at least ten (10) days’ prior written notice thereof; (c) all work required in connection therewith is completed in accordance with all applicable laws and with as little disruption to other Tenants within the Building as is commercially reasonable; and (d) such alterations, additions or improvements do not affect the Building systems, the structural portions of the Building or the exterior appearance of the Building or any portion thereof. All alterations permitted to be made hereunder by Tenant shall be performed in a good and workmanlike, lien free manner and in accordance with applicable legal and insurance requirements and the terms and provisions of this Lease. Prior to the Premises (collectivelycommencement of any such alterations, "Alterations") without (i) the prior written consent of LandlordTenant shall obtain, or cause to be obtained, builder’s risk insurance and (ii) compliance with such nondiscriminatory requirements concerning such Alterations as may shall obtain public liability and worker’s compensation insurance to cover Tenant and every contractor to be imposed by Landlord from time to time. Without limiting the foregoing, Landlord may require, at a minimum, compliance with the requirements set forth in Exhibit "C" attached hereto. All Alterations shall be made employed by Tenant, and shall deliver copies of all such policies or certificates of such insurance to Landlord for written approval, which shall not be unreasonably withheld, conditioned or delayed. In the event that any mechanic’s lien is filed against the Premises or Building as a result of any such alterations or any other work or act of Tenant or its agents, Tenant, at Tenant's sole cost and its expense, shall discharge or bond off the same within thirty (30) days from the filing thereof. If Tenant fails to discharge or bond off said mechanic’s lien within the time provided, Landlord may, upon written notice to Tenant, bond or pay without inquiring into the validity of the merits of said lien and all sums so advanced shall be diligently prosecuted to completion. The cost of any modifications of Project improvements outside or inside of the Premises required paid by any governmental agency Tenant on demand as a condition or the result of Tenant's Alterations shall be borne by TenantAdditional Rent in accordance with Article 9 below. Any contractor or person making such Alterations shall any alterations on behalf of Tenant must first be approved in writing by Landlord. Upon the expiration of earlier termination of this Lease, Landlord may elect to have Tenant either (i) surrender with the Premises any which shall not be unreasonably withheld, conditioned or all of Alterations as Landlord, Landlord shall determine (except trade fixtures not attached to the Premises), in which case, such Alterations shall become the property of Landlord, or (ii) promptly remove any or all of such Alterations designated by Landlord to be removed, in which case, Tenant shall repair and restore the Premises to its original condition as of the date of substantial completion of the Tenant Work, reasonable wear and tear excepteddelayed. (c) Subject to Landlord’s right to require removal or to elect ownership as herein provided, all alterations made by Tenant to the Premises shall be the property of Tenant, but shall be considered to be a part of the Premises. Alterations shall not include Tenant’s personal property and trade fixtures, and Tenant shall keep have the Premises, right to remove its personal property and trade fixtures provided that Tenant repairs all damage caused by their removal. Unless Landlord gives Tenant written notice of its election to require Tenant to remove such alterations at the Building and the Project free from any and all liens arising out of any work performed, materials furnishedtime consent therefor is given by Landlord, or obligations incurred by or for Tenant. In the event that Tenant shall not, otherwise within ten (10) days following the imposition of any such lien, cause the same to be released of record by payment or posting of a bond in a form and issued by a surety acceptable date on which notice thereof is given to Landlord, all alterations shall become the property of Landlord at the end of the Term. For the avoidance of doubt, in no event shall have Tenant be required to remove all or any portion of Landlord’s Work at the rightexpiration or earlier termination of the Term. On the last day of the Term hereof, or on any sooner termination as set forth in this Lease, Tenant shall surrender the Premises (including, but not limited to, all doors, windows, floors and floor coverings, heating and air conditioning systems, plumbing work and fixtures, electrical systems, lighting facilities, sprinkler systems, fire detection systems and nonstructural elements of the obligationexterior walls, foundation and roof (collectively the “Elements of the Premises”) to cause such lien Landlord in the same condition as received, ordinary wear and tear and casualty damage excepted, clean and free of debris and Tenant’s personal property, trade fixtures and equipment; provided, however, if Landlord has not elected (as set forth above) to be released by such means as it shall deem proper (including payment have Tenant remove any or all of or defense against the claim giving rise to such lien); in such casealterations, Tenant shall reimburse Landlord for all amounts so paid by Landlord in connection therewith, together with all of Landlord's costs and expenses, with interest thereon leave such alterations at the Default Rate Premises in good condition and repair, ordinary wear and tear and casualty damage excepted. Tenant shall repair any damage to the Premises occasioned by the installation or removal of Tenant’s trade fixtures, furnishings and equipment. Damage to or deterioration of any Element of the Premises or any other item Tenant is required to repair or maintain at the Premises shall not be deemed ordinary wear and tear if the same could have been prevented by good maintenance practices. (defined below). Such rights d) If this Lease is terminated due to the expiration of Landlord shall its Term or otherwise, and Tenant fails to remove any alterations, trade fixtures, equipment or other property required to be removed by the terms of this Lease, in addition to all any other remedies provided herein available to Landlord under this Lease, and subject to any other right or by remedy Landlord may have under applicable law, Landlord may remove any such property from the Premises and store the same elsewhere at the sole expense and risk of Tenant.

Improvements and Alterations. (a) LandlordIn addition to the Lessee's obligations as Construction Agent under the Construction Agency Agreement, on and after the completion of Construction (i) the Lessee, at the Lessee's sole construction obligation under this Lease is set forth in the Work Letter attached hereto as Exhibit "B". (b) Tenant cost and expense, shall not make any alterations, renovations, improvements and additions or improvements to the Premises Leased Property or any part thereof and substitutions and replacements therefor (collectively, "Alterations") without which are (iA) ----------- necessary to repair or maintain the Leased Property in the condition required by this Lease and the other Operative Documents; (B) necessary in order for the Leased Property to be in compliance with Applicable Laws; or (C) necessary to restore the Leased Property in all material respects to its condition existing prior written consent of Landlord, to a Casualty or Condemnation to the extent required pursuant to Article X; and (ii) compliance with such nondiscriminatory requirements concerning such Alterations so long as may be imposed by Landlord from time to time. Without limiting no --------- Potential Event of Default or Event of Default has occurred, the foregoing, Landlord may requireLessee, at a minimum, compliance with the requirements set forth in Exhibit "C" attached hereto. All Alterations shall be made by Tenant, at TenantLessee's sole cost and expense, may undertake Alterations to the Leased Property so long as such Alterations comply with Applicable Laws and with Section 6.1 and subsection (b) of this Section 6.2. ----------- -------------- ----------- (b) The making of any Alterations must be in compliance with the following requirements: (i) No Structural Alterations or Alterations with a cost exceeding Two Hundred Fifty Thousand Dollars ($250,000) shall be diligently prosecuted to completionmade or undertaken without the prior written consent of the Lessor and the Agent (which consent shall not be unreasonably withheld or delayed), except for Alterations required by Applicable Laws (provided that except in the case of an emergency, the Lessee shall give the Lessor and the Agent at least thirty (30) days prior written notice of such Alterations). The If the Lessee reasonably expects the cost of any modifications of Project improvements outside or inside Alterations to exceed $250,000, the Lessee shall deliver to the Lessor and the Agent a brief written narrative of the Premises required by work to be performed prior to undertaking any governmental agency as a condition or the result of Tenant's such Alteration. (ii) No Alterations shall be borne by Tenantundertaken in violation of the terms of any restriction, easement, condition, covenant or other similar agreement (including, without limitation, the Bond Lease) affecting title to or binding on the Leased Property. Any contractor or person making The Lessee shall procure when required and pay for, so far as the same may be required from time to time, all permits and authorizations with regard to such Alterations shall first be approved in writing by Landlordfrom all Governmental Authorities having jurisdiction. Upon The Lessor, at the expiration of earlier termination of this LeaseLessee's expense, Landlord may elect to have Tenant either (i) surrender with and without any liability on the Premises any or all of Alterations as Landlord, Landlord shall determine (except trade fixtures not attached to the Premises), in which case, such Alterations shall become the property of Landlord, or (ii) promptly remove any or all of such Alterations designated by Landlord to be removed, in which case, Tenant shall repair and restore the Premises to its original condition as part of the date of substantial completion of Lessor, shall join in the Tenant Work, reasonable wear and tear excepted. (c) Tenant shall keep the Premises, the Building and the Project free from any and all liens arising out of any work performed, materials furnished, or obligations incurred by or application for Tenant. In the event that Tenant shall not, within ten (10) days following the imposition of any such lien, cause the same to be released of record by payment permit or posting of a bond in a form authorization and issued by a surety acceptable to Landlord, Landlord shall have the right, but not the obligation, to cause such lien to be released by such means as it shall deem proper (including payment of or defense against the claim giving rise to such lien); in such case, Tenant shall reimburse Landlord for all amounts so paid by Landlord execute and deliver any document in connection therewith, together whenever such joinder is necessary or advisable. (iii) The Alterations shall be completed in a good and workmanlike manner and in compliance with all Applicable Laws then in effect and the standards imposed by any insurance policies required to be maintained hereunder or by any vendor, supplier or manufacturer in order to maintain all warranties, and all Alterations must be located solely on the Land or other property used in connection with the Leased Property as to which the Lessor has an easement, license, lease, sublease or other right or interest in real property reasonably satisfactory to Agent for a term not less than the useful life of Landlord's costs and expensessuch Alterations. (iv) All Alterations shall, with interest thereon when completed, be of such a character as to not adversely affect the Fair Market Sales Value, utility, remaining economic useful life or residual value of the Leased Property from the Fair Market Sales Value, utility, remaining economic useful life or residual value thereof immediately prior to the making thereof or, in the case of Alterations being made by virtue of a Casualty or Condemnation, immediately prior to the occurrence of such Casualty or Condemnation. If such Modifications have a cost exceeding Two Hundred Fifty Thousand Dollars ($250,000), the Lessor or the Agent may obtain a report from an independent engineer or engage an appraiser of nationally recognized standing, at the Default Rate Lessee's sole cost and expense, to determine (defined below). Such rights by appraisal or other methods satisfactory to the Agent) the projected Fair Market Sales Value of Landlord such item of Leased Property as of the completion of the Alterations relating thereto. (v) The Lessee shall have made adequate arrangements for payment of the cost of all Alterations when due so that the Leased Property shall at all times be in addition free of Liens for labor and materials supplied or claimed to all have been supplied to the Leased Property, other remedies provided herein or by lawthan Permitted Liens.

Improvements and Alterations. (a) Landlord's ’s sole construction obligation under this Lease is set forth in the Work Letter attached hereto as Exhibit "B".B. (b) Tenant shall not make any Any alterations, additions additions, or improvements made by or on behalf of Tenant to the Premises (collectively, "“Alterations"”) without (i) the shall be subject to Landlord’s prior written consent of Landlord, and (ii) compliance with such nondiscriminatory requirements concerning such Alterations as may be imposed by Landlord from time to timeconsent. Without limiting the foregoing, Landlord may requireTenant shall cause, at its sole cost and expense, all Alterations to comply with insurance requirements and with Laws and shall construct, at its sole cost and expense, any alteration or modification required by Laws as a minimum, compliance with the requirements set forth in Exhibit "C" attached heretoresult of any Alterations. All Alterations shall be made by Tenant, constructed at Tenant's ’s sole cost and expense, expense and in a good and workmanlike manner by contractors reasonably acceptable to Landlord and only good grades of materials shall be diligently prosecuted to completionused. The cost of All plans and specifications for any modifications of Project improvements outside or inside of the Premises required by any governmental agency as a condition or the result of Tenant's Alterations shall be borne submitted to Landlord for its approval, which approval will not be unreasonably withheld, delayed or conditioned. Landlord may monitor construction of the Alterations. Tenant shall reimburse Landlord for all out-of-pocket sums, if any, paid by Landlord for third party examination of Tenant’s plans and specifications for any Alterations. Any contractor In addition, Tenant shall be obligated to pay Landlord a coordination fee equal to five percent (5%) of the actual costs of any of such Alterations, which coordination fee shall be paid to Landlord promptly following the completion of the construction of the Alterations. Landlord’s right to review plans and specifications and to monitor construction shall be solely for its own benefit, and Landlord shall have no duty to see that such plans and specifications or person making such construction comply with applicable laws, codes, rules and regulations. Landlord shall have the right, in its sole discretion, to instruct Tenant to remove those improvements or Alterations shall first be from the Premises which (i) were not approved in writing advance by Landlord. Upon , (ii) were not built in conformance with the plans and specifications approved by Landlord, or (iii) Landlord specified during its review of plans and specifications for Alterations would need to be removed by Tenant upon the expiration of earlier this Lease. If Landlord approved the construction of Alterations, then Tenant shall not be obligated to remove such Alterations at the expiration of this Lease. Landlord shall not unreasonably withhold or delay its approval with respect to what improvements or Alterations Landlord may require Tenant to remove at the expiration of the Lease. If upon the termination of this Lease, Landlord may elect requires Tenant to have Tenant either (i) surrender with the Premises any or all of Alterations as Landlord, Landlord shall determine (except trade fixtures not attached to the Premises), in which case, such Alterations shall become the property of Landlord, or (ii) promptly remove any or all of such Alterations designated by Landlord to be removedfrom the Premises, in which casethen Tenant, at Tenant’s sole cost and expense, shall promptly remove such Alterations and improvements and Tenant shall repair and restore the Premises to its original condition as of the date of substantial completion of the Tenant WorkCommencement Date, reasonable wear and tear excepted. Any Alterations remaining in the Premises following the expiration of the Lease Term or following the surrender of the Premises from Tenant to Landlord, shall become the property of Landlord unless Landlord notifies Tenant otherwise. If Tenant does not timely remove such property, then Tenant shall be conclusively presumed to have, at Landlord’s election (i) conveyed such property to Landlord without compensation or (ii) abandoned such property, and Landlord may dispose of or store any part thereof in any manner at Tenant’s sole cost, without waiving Landlord’s right to claim from Tenant all expenses arising out of Tenant’s failure to remove the property, and without liability to Tenant or any other person. Landlord shall have no duty to be a bailee of any such personal property. If Landlord elects abandonment, Tenant shall pay to Landlord, upon demand, any expenses incurred for disposition. Tenant shall provide Landlord with the identities and mailing addresses of all persons performing work or supplying materials, prior to beginning such construction, and Landlord may post on and about the Premises notices of non-responsibility pursuant to applicable law. Tenant shall assure payment for the completion of all work free and clear of liens and shall provide certificates of insurance for worker’s compensation and other coverage in amounts and from an insurance company reasonably satisfactory to Landlord protecting Landlord against liability for bodily injury or property damage during construction. Upon completion of any Alterations and upon Landlord’s reasonable request, Tenant shall deliver to Landlord sworn statements setting forth the names of all contractors and subcontractors who did work on the Alterations and final lien waivers from all such contractors and subcontractors. (c) Tenant shall keep the Premises, the Building and the Project free from any and all liens arising out of any Alterations, work performed, materials furnished, or obligations incurred by or for Tenant. In the event that Tenant shall not, within ten (10) days following the imposition of any such lien, cause the same to be released of record by payment or posting of a bond in a form and issued by a surety acceptable to Landlord, Landlord shall have the right, but not the obligation, to cause such lien to be released by such means as it shall deem proper (including payment of or defense against the claim giving rise to such lien); in such case, Tenant shall reimburse Landlord for all amounts so paid by Landlord in connection therewith, together with all of Landlord's ’s costs and expenses, with interest thereon at the Default Rate (defined below)) and Tenant shall indemnify each and all of the Landlord Indemnitees (defined below) against any damages, losses or costs arising out of any such claim. Tenant’s indemnification of Landlord contained in this Paragraph shall survive the expiration or earlier termination of this Lease. Such rights of Landlord shall be in addition to all other remedies provided herein or by law.

Improvements and Alterations. installations to the Leased Premises (a) hereinafter the "Work"), unless it has obtained Landlord's sole construction obligation under this Lease is set forth in the Work Letter attached hereto as Exhibit "B". (b) Tenant shall not make any alterations, additions or improvements to the Premises (collectively, "Alterations") without (i) the prior written consent of Landlordconsent, and (ii) compliance with such nondiscriminatory requirements concerning such Alterations as may which will not be imposed by Landlord from time to time. Without limiting the foregoing, Landlord may require, at a minimum, compliance with the requirements set forth in Exhibit "C" attached hereto. All Alterations shall be made by Tenant, at Tenant's sole cost and expense, and shall be diligently prosecuted to completion. The cost of any modifications of Project improvements outside unreasonably withheld or inside of the Premises required by any governmental agency as a condition or the result of Tenant's Alterations shall be borne by Tenant. Any contractor or person making such Alterations shall first be approved in writing by Landlord. Upon the expiration of earlier termination of this Lease, Landlord may elect to have Tenant either (i) surrender with the Premises any or all of Alterations as Landlord, Landlord shall determine (except trade fixtures not attached to the Premises), in which case, such Alterations shall become the property of Landlord, or (ii) promptly remove any or all of such Alterations designated by Landlord to be removed, in which case, Tenant shall repair and restore the Premises to its original condition as of the date of substantial completion of the Tenant Work, reasonable wear and tear excepted. (c) Tenant shall keep the Premises, the Building and the Project free from any and all liens arising out of any work performed, materials furnished, or obligations incurred by or for Tenantdelayed. In the event that Landlord consents to such Work, then Tenant undertakes to conform to the conditions stipulated hereunder. (i) All Work shall notbe carried out with reasonable dispatch and in a good workmanlike manner and in compliance with all applicable permits, within ten authorizations, building and zoning bylaws and with all regulations and requirements of all competent authorities having jurisdiction over the Leased Premises; (10ii) days following The Property shall at all times be free of all pledges, registered privileges and any other encumbrances; (iii) If the imposition cost of any such lien, cause the same to Work shall be released in excess of record five thousand dollars ($5,000.00) as reasonably estimated by payment or posting of a bond in a form and issued by a surety acceptable to Landlord, Landlord shall have may require Tenant to furnish security reasonably satisfactory to Landlord guaranteeing the rightcompletion of the Work, but not the obligation, to cause such lien to be released by such means as it shall deem proper (including payment of or defense against the claim giving rise to such lien); in such casecost thereof and that the Property is free and clear of all pledges, registered privileges and any other encumbrances; (iv) Tenant shall reimburse Landlord for maintain workmen's compensation insurance covering all amounts so paid by Landlord persons employed in connection therewithwith the Work and shall produce evidence of such insurance to Landlord and Tenant shall also maintain such general liability insurance for the protection of Landlord and Tenant upon the terms Landlord may reasonably require, together as well as contractor's protective liability insurance. Tenant shall further comply with all of Landlord's the stipulations of the Article entitled "CSST" (Commission de la Sante et de la Securite au Travail du Quebec); (v) The Tenant shall promptly pay for all materials supplied and work done in respect of the Leased Premises in order to ensure that no privilege is registered against any portion of the Property. If a privilege is registered or filed, the Tenant shall forthwith discharge it at its expense, failing which the Landlord may, at its option, discharge the same by paying the amount claimed to be due into court or directly to any such privilege claimant and the amount so paid and all expenses of the Landlord including any judicial and extrajudicial costs and expenses, with interest thereon at attorney's fees incurred by the Default Rate (defined below). Such rights of Landlord shall be paid by the Tenant to the Landlord within five (5) days after demand. It is agreed and understood that no Work by or on behalf of Tenant shall be permitted which, in addition to all other remedies provided herein Landlord's reasonable judgement, may weaken or by lawendanger the structure or adversely affect the condition or operation of the Leased Premises and/or the Property or diminish the value thereof or restrict or reduce Landlord's coverage for insurance purposes.

Improvements and Alterations. (a) Landlord's Landlord covenants that it shall deliver sole construction obligation under this Lease is set forth in and vacant possession of the Work Letter attached hereto as Exhibit "B". (b) Tenant shall not make any alterations, additions or improvements Property to the Premises (collectively, "Alterations") without (i) the prior written consent of Landlord, and (ii) compliance with such nondiscriminatory requirements concerning such Alterations as may be imposed by Landlord from time to time. Without limiting the foregoing, Landlord may require, at a minimum, compliance with the requirements set forth in Exhibit "C" attached hereto. All Alterations shall be made by Tenant, at Tenant's sole cost free and expense, clear of all tenancies and shall be diligently prosecuted to completion. The cost of any modifications of Project improvements outside or inside of the Premises required by any governmental agency as a condition or the result of Tenant's Alterations shall be borne by Tenant. Any contractor or person making such Alterations shall first be approved parties in writing by Landlord. Upon the expiration of earlier termination of this Lease, Landlord may elect to have Tenant either (i) surrender with the Premises any or all of Alterations as Landlord, Landlord shall determine (except trade fixtures not attached to the Premises), in which case, such Alterations shall become the property of Landlord, or (ii) promptly remove any or all of such Alterations designated by Landlord to be removed, in which case, Tenant shall repair and restore the Premises to its original condition as of the date of substantial completion of the Tenant Work, reasonable wear and tear excepted. (c) Tenant shall keep the Premises, the Building and the Project free from any and all liens arising out of any work performed, materials furnished, or obligations incurred by or for Tenant. In the event that Tenant shall not, possession within ten (10) days following after Tenant notifies Landlord that all conditions precedent of this Lease have been satisfied. In the imposition of any event Landlord fails to deliver vacant possession to Tenant on a timely basis, Tenant, at its option, may take such lienaction as may be necessary to obtain such vacant possession and the costs therefor shall be deducted from Tenant's Rent, cause or Tenant may terminate this Lease and thereafter the same to parties shall be released from further liability and this Lease shall be null, void and of record no effect. (b) After delivery of Vacant Possession, Tenant shall be responsible, at Tenant's expense, for the renovation of the 3 story portion of the existing building and demolition and removal of the one story addition to that building and/or other improvements on the Property (including pavement, if any) in accordance and in compliance with all local, state and federal building, demolition, environmental codes, laws and ordinances and the site plan approval by payment or posting of a bond in a form Landlord on , 2015. (c) From and issued by a surety acceptable to Landlordafter the Effective Date, Landlord Tenant shall have the rightright from time to time to construct a building and/or other improvements upon the Property and to alter, renovate, add, remodel, modify, or change the building and/or other improvements upon the Property as Tenant may deem desirable and in accordance with Landlords ordinances. Specifically, Tenant may only demolish the one-story building upon the Property. The three-story building shall not be demolished but will be substantially renovated and rehabbed in accordance with the standards for historic rehabilitation tax credits. The building and/or other improvements upon the Property shall be and remain the property of Tenant during the Term and any Extensions of the Lease. Tenant shall not remove the obligation, to cause building or other improvements upon the Property and after the expiration of such lien period shall be deemed to be released by such means as it an abandonment thereof, whereby title shall deem proper (including payment of or defense against become vested in the claim giving rise to such lien); in such case, Tenant shall reimburse Landlord for all amounts so paid by Landlord in connection therewith, together with all of Landlord's costs and expenses, with interest thereon at the Default Rate (defined below). Such rights of Landlord shall be in addition to all other remedies provided herein or by law.

Improvements and Alterations. (a) 7.01 The Tenant agrees not to make any major alterations, additions or improvements in or to the Premises, nor to erect, construct or install upon the Premises alterations or improvements in addition to those now located thereon, without obtaining the Landlord's sole construction obligation under this Lease is set forth prior written consent, such consent not to be unreasonably withheld, PROVIDED HOWEVER, that in the Work Letter attached hereto case of very minor alterations and improvements such consent will not be required and all such work shall be done at the Tenant's sole expense and at such times and in such manner as Exhibit "B"the Landlord may approve and in accordance with applicable municipal building by-laws and regulations. (b) Tenant shall not make 7.02 In the event that any alterations, additions or improvements are made to the Premises by the Tenant, the Tenant shall, on the written request of the Landlord, to be delivered to the Tenant not less than three (collectively3) months prior to the end of the Term or any extensions thereof, "Alterations"restore the Premises to a good rentable condition not later than FIFTEEN (15) days prior to the end of the Term or any extension thereof, PROVIDED THAT if the Landlord should prefer that such alterations, additions and improvements, other than moveable business fixtures, equipment and chattels, remain, such shall be the case and no compensation shall be allowed to the Tenant for the same, and the Landlord may require the Tenant to restore the Premises to such extent as the Landlord may reasonably require although retaining as far as possible, the alterations, additions and improvements, without (i) in any case, any compensation to the Tenant therefor. 7.03 All business and trade fixtures, machinery and equipment, furniture and heating, ventilating and air-conditioning units owned by the Tenant or installed by the Tenant in the Premises at the Tenant's expense shall remain the property of the Tenant but may, provided the Tenant is not in default hereunder, and only with the prior written consent of the Landlord, such consent not to be unreasonably withheld, and (ii) compliance with upon such nondiscriminatory requirements concerning such Alterations terms and conditions as may reasonably be imposed by Landlord from the Landlord, be removed by the Tenant at any time to time. Without limiting during the foregoingTerm, Landlord may require, at a minimum, compliance with provided always that the requirements set forth in Exhibit "C" attached hereto. All Alterations shall be made by Tenant, at Tenant's sole cost and its own expense, and shall be diligently prosecuted repair any damage to completionthe Premises caused by such removal or by the original installation. The cost Landlord may require the Tenant to remove all or any part of any modifications of Project improvements outside or inside of the Premises required by any governmental agency as a condition or the result of Tenant's Alterations shall be borne by Tenant. Any contractor or person making such Alterations shall first be approved in writing by Landlord. Upon property at the expiration of earlier termination of this Lease, or any renewal or renewals thereof, and such removal shall be done at the Tenant's expense and the Tenant shall, at its own expense, repair any damage to the Premises caused by such removal. If the Tenant does not remove its property forthwith after written notice by the Landlord to that effect, such property shall, if the Landlord elects, be deemed to become the Landlord's property and the Landlord may elect to have Tenant either (i) surrender with remove the Premises any or all of Alterations as Landlord, Landlord shall determine (except trade fixtures not attached to same at the Premises), in which case, such Alterations shall become the property of Landlord, or (ii) promptly remove any or all of such Alterations designated by Landlord to be removed, in which case, Tenant shall repair and restore the Premises to its original condition as of the date of substantial completion expense of the Tenant Work, reasonable wear and tear excepted. (c) Tenant shall keep the Premises, the Building and the Project free from cost of such removal and any and all liens arising out of any work performed, materials furnished, or obligations incurred necessary storage charges shall be paid by or for Tenantthe Tenant forthwith to the Landlord on written demand. In the event that Tenant shall not, within ten (10) days following the imposition of any such lien, cause the same to be released of record by payment or posting of a bond in a form and issued by a surety acceptable to Landlord, The Landlord shall have the right, but not the obligation, to cause such lien to be released by such means as it shall deem proper (including payment of responsible for any loss or defense against the claim giving rise damage to such lien); in property because of such case, Tenant shall reimburse Landlord for all amounts so paid by Landlord in connection therewith, together with all of Landlord's costs and expenses, with interest thereon at the Default Rate (defined below). Such rights of Landlord shall be in addition to all other remedies provided herein or by lawremoval.

Improvements and Alterations. (a) Landlord's sole construction obligation under this Lease is set forth in the Work Letter attached hereto as Exhibit "B". (b) The Tenant shall not have the right to make any alterationsat its own expense, additions or improvements to the Premises (collectively, "Alterations") without (i) with the prior written consent of the Landlord, which consent shall not be unreasonably withheld, additions, alterations and changes in the Leased Premises provided, however, that no structural alterations and no construction of new or additional buildings or structures shall be commenced except with the prior written consent of Landlord and except on compliance with the following conditions (such structural alterations and construction of new or additional buildings or structures being hereinafter referred to as the "work"). (i) Tenant shall furnish to Landlord plans and specifications showing in reasonably complete detail the work proposed to be carried out and the estimated cost thereof and Landlord shall approve or reject such plans and specifications within thirty (30) days after receipt of the same. If such plans and specifications are approved, all work shall be carried out in compliance with the same; (ii) The value of the Leased Premises shall not, as a result of any work proposed to be carried on by Tenant, be less than the value of the Leased Premises before the commencement of such work and Landlord shall be the sole judge of such value; (iii) All work shall be carried out with reasonable dispatch and in a good workmanlike manner and in compliance with such nondiscriminatory requirements concerning such Alterations all applicable permits, authorizations, building and zoning by-laws and with all regulations and [ILLEGIBLE] (iv) The Leased Premises shall at all times be free of all conditional bills of sale, pledges, registered privileges, workmen's and suppliers liens and other similar liens and charges; (v) If the cost of any work shall be in excess of five thousand dollars ($5,000.00) as may be imposed reasonably estimated by Landlord from time to time. Without limiting the foregoingLandlord, Landlord may requirerequire Tenant to furnish security reasonably satisfactory to Landlord guaranteeing the completion of the work and the payment of the cost thereof free and clear of all conditional bills of sale, at a minimumpledges, compliance privileges, workmen's and suppliers' liens and other similar liens and charges; (vi) Tenant shall maintain Workmen's Compensation insurance covering all persons employed in connection with the requirements set forth in Exhibit "C" attached hereto. All Alterations work and shall produce evidence of such insurance to Landlord and shall also maintain such general liability insurance for the protection of Landlord and Tenant as Landlord may reasonably require; (vii) all work, then completed, shall be made by Tenantcomprised in, at Tenant's sole cost and expenseform part of, the Leased Premises and shall be diligently prosecuted subject to completionall the provisions of this lease and Tenant shall not have any right to claim compensation therefor and the same shall not be removed by Tenant on termination of this lease. The cost of any modifications of Project improvements outside or inside Landlord may, at its sole option and discretion submit a bid for the performance of the Premises required by any governmental agency as a condition or the result of Tenant's Alterations shall be borne by Tenant. Any contractor or person making such Alterations shall first be Work approved in writing by Landlord. Upon the expiration of earlier termination of this Lease, Landlord may elect to have If Tenant either (i) surrender with the Premises any or all of Alterations as does not select Landlord, Landlord shall determine (except trade fixtures not attached to the Premises), in which case, such Alterations shall become the property of Landlord, or (ii) promptly remove any or all of such Alterations designated by Landlord to be removed, in which case's bid, Tenant shall repair and restore the Premises be obliged to its original condition as of the date of substantial completion of the Tenant Work, reasonable wear and tear excepted. (c) Tenant shall keep the Premises, the Building and the Project free from any and all liens arising out of any work performed, materials furnished, or obligations incurred by or for Tenant. In the event that Tenant shall not, within ten (10) days following the imposition of any such lien, cause the same pay to be released of record by payment or posting of a bond in a form and issued by a surety acceptable to Landlord, Landlord shall have the right, but not the obligation, to cause such lien to be released by such means as it shall deem proper (including payment of or defense against the claim giving rise to such lien); in such case, Tenant shall reimburse Landlord for all amounts so paid by Landlord in connection therewith, together with all of Landlord's costs, overhead, administration in the review and approval of such work, as well as, all costs associated with architectural or engineering consultants, preparation or amendment of plans, the whole subject to an upper maximum cap equivalent to ten percent (10%) of the value of the Work and expenses, with interest thereon at the Default Rate subject to a minimum charge of two thousand dollars (defined below$2,000.00). Such rights of Landlord shall be in addition to all other remedies provided herein or by law.

Improvements and Alterations. (a) Landlord's ’s sole construction obligation under this Lease is set forth in the Work Letter attached hereto as Exhibit "B".B. (b) Tenant shall not make any Any alterations, additions additions, or improvements made by or on behalf of Tenant to the Premises after the Tenant Improvements are substantially completed by Landlord (collectively, "“Alterations"”) without (i) the shall be subject to Landlord’s prior written consent of Landlord, and (ii) compliance with such nondiscriminatory requirements concerning such Alterations as may be imposed by Landlord from time to timeconsent. Without limiting Notwithstanding the foregoing, Landlord may requireprovided Tenant otherwise complies with the provisions of this Xxxxxxxxx 0, Xxxxxxxx’s consent shall not be required for any Alterations costing less than $30,000. Tenant shall cause, at its sole cost and expense, all Alterations to comply with insurance requirements and with Laws and shall construct, at its sole cost and expense, any alteration or modification required by Laws as a minimum, compliance with the requirements set forth in Exhibit "C" attached heretoresult of any Alterations. All Alterations shall be made by Tenant, constructed at Tenant's ’s sole cost and expense, expense and in a good and workmanlike manner by contractors reasonably acceptable to Landlord and only good grades of materials shall be diligently prosecuted to completionused. The cost of All plans and specifications for any modifications of Project improvements outside or inside of the Premises required by any governmental agency as a condition or the result of Tenant's Alterations shall be borne by Tenantsubmitted to Landlord for its approval, which approval will not be unreasonably withheld, delayed or conditioned. Any contractor or person making such Alterations shall first be approved in writing by Landlord. Upon the expiration of earlier termination of this Lease, Landlord may elect monitor construction of the Alterations. Landlord’s right to review plans and specifications and to monitor construction shall be solely for its own benefit, and Landlord shall have no duty to see that such plans and specifications or construction comply with applicable laws, codes, rules and regulations. Landlord shall have the right, in its sole discretion, to instruct Tenant either to remove those improvements or Alterations from the Premises which (i) surrender were not approved in advance by Landlord, (ii) were not built in conformance with the Premises any or all of Alterations as Landlord, Landlord shall determine (except trade fixtures not attached to the Premises), in which case, such Alterations shall become the property of plans and specifications approved by Landlord, or (iiiii) promptly Landlord specified during its review of plans and specifications for Alterations would need to be removed by Tenant upon the expiration of this Lease. If Landlord approved the construction of Alterations, then Tenant shall not be obligated to remove such Alterations at the expiration of this Lease. Landlord shall not unreasonably withhold or delay its approval with respect to what improvements or Alterations Landlord may require Tenant to remove at the expiration of the Lease. If upon the termination of this Lease Landlord requires Tenant to remove any or all of such Alterations designated by Landlord to be removedfrom the Premises, in which casethen Tenant, at Tenant’s sole cost and expense, shall promptly remove such Alterations and improvements and Tenant shall repair and restore the Premises to its original condition as of the date of substantial completion of the Tenant WorkCommencement Date, reasonable wear and tear excepted. Any Alterations remaining in the Premises following the expiration of the Lease Term or following the surrender of the Premises from Tenant to Landlord, shall become the property of Landlord unless Landlord notifies Tenant otherwise. Tenant shall provide Landlord with the identities and mailing addresses of all persons performing work or supplying materials, prior to beginning such construction, and Landlord may post on and about the Premises notices of non-responsibility pursuant to applicable law. Tenant shall assure payment for the completion of all work free and clear of liens and shall provide certificates of insurance for worker’s compensation and other coverage in amounts and from an insurance company reasonably satisfactory to Landlord protecting Landlord against liability for bodily injury or property damage during construction. Upon completion of any Alterations and upon Landlord’s reasonable request, Tenant shall deliver to Landlord: (i) sworn statements setting forth the names of all contractors and subcontractors who did work on the Alterations;(ii) final lien waivers from all such contractors and subcontractors; (iii) a complete set of “As-Built” building plans (if applicable); and (iv) a Certificate of Occupancy for the Premises (if applicable). (c) Tenant shall keep the Premises, the Building and the Project free from any and all liens arising out of any Alterations, work performed, materials furnished, or obligations incurred by or for Tenant. In the event that Tenant shall not, within ten (10) days following the imposition of any such lien, cause the same to be released of record by payment or posting of a bond in a form and issued by a surety acceptable to Landlord, Landlord shall have the right, but not the obligation, to cause such lien to be released by such means as it shall deem proper (including payment of or defense against the claim giving rise to such lien); in such case, Tenant shall reimburse Landlord for all amounts so paid by Landlord in connection therewith, together with all of Landlord's ’s costs and expenses, with interest thereon at the Default Rate (defined below)) and Tenant shall indemnify each and all of the Landlord Indemnitees (defined below) against any damages, losses or costs arising out of any such claim. Tenant’s indemnification of Landlord contained in this Paragraph shall survive the expiration or earlier termination of this Lease. Such rights of Landlord shall be in addition to all other remedies provided herein or by law.

Improvements and Alterations. (a) The Tenant shall not have the right to execute any changes, alterations, additions, erections, leasehold improvements, repairs and installations to the Leased Premises (hereinafter the "Work"), unless it has obtained Landlord's sole construction obligation under this Lease prior written consent, WHICH WILL NOT BE UNREASONABLY WITHHELD OR DELAYED. In the event Landlord consents to such Work, then Tenant undertakes to conform to the conditions stipulated hereunder. (i) All Work shall be carried out with reasonable dispatch and in a good workmanlike manner and in compliance with all applicable permits, authorizations, building and zoning bylaws and with all regulations and requirements of all competent authorities having jurisdiction over the Leased Premises; (ii) The Property shall at all times be free of all pledges, registered privileges and any other encumbrances; (iii) If the cost of any Work shall be in excess of five thousand dollars ($5,000.00) as reasonably estimated by Landlord, Landlord may require Tenant to furnish security REASONABLY satisfactory to Landlord guaranteeing the completion of the Work, the payment of the cost thereof and that the Property is set forth free and clear of all pledges, registered privileges and any other encumbrances; (iv) Tenant shall maintain workmen's compensation insurance covering all persons employed in connection with the Work Letter attached hereto and shall produce evidence of such insurance to Landlord and Tenant shall also maintain such general liability insurance for the protection of Landlord and Tenant upon the terms Landlord may reasonably require, as Exhibit well as contractor's protective liability insurance. Tenant shall further comply with all of the stipulations of the Article entitled "B"CSST" (Commission de la Sante et de la Securite au Travail du Quebec); (v) The Tenant shall promptly pay for all materials supplied and work done in respect of the Leased Premises in order to ensure that no privilege is registered against any portion of the Property. If a privilege is registered or filed, the Tenant shall forthwith discharge it at its expense, failing which the Landlord may, at its option, discharge the same by paying the amount claimed to be due into court or directly to any such privilege claimant and the amount so paid and all expenses of the Landlord including any judicial and extrajudicial costs and attorney's fees incurred by the Landlord shall be paid by the Tenant to the Landlord within five (5) days after demand. It is agreed and understood that no Work by or on behalf of Tenant shall be permitted which, in Landlord's REASONABLE judgement, may weaken or endanger the structure or adversely affect the condition or operation of the Leased Premises and/or the Property or diminish the value thereof or restrict or reduce Landlord's coverage for insurance purposes. (b) Tenant shall not make any alterations, additions or improvements to Notwithstanding the Premises contents of (collectively, "Alterations"a) without (i) the prior written consent of Landlord, and (ii) compliance with such nondiscriminatory requirements concerning such Alterations as may be imposed by Landlord from time to time. Without limiting the foregoingabove, Landlord may requiremay, at a minimumits sole option and discretion SUBMIT A BID FOR THE PERFORMANCE OF THE WORK APPROVED BY LANDLORD. IF TENANT DOES NOT SELECT LANDLORD'S BID, compliance with the requirements set forth in Exhibit "C" attached hereto. All Alterations shall be made by TenantTENANT SHALL BE OBLIGED TO PAY TO LANDLORD ALL OF LANDLORD'S COSTS, at Tenant's sole cost and expenseOVERHEAD, and shall be diligently prosecuted to completion. The cost of any modifications of Project improvements outside or inside of the Premises required by any governmental agency as a condition or the result of Tenant's Alterations shall be borne by Tenant. Any contractor or person making such Alterations shall first be approved in writing by Landlord. Upon the expiration of earlier termination of this LeaseADMINISTRATION IN THE REVIEW AND APPROVAL OF SUCH WORK, Landlord may elect to have Tenant either AS WELL AS, ALL COSTS ASSOCIATED WITH ARCHITECTURAL OR ENGINEERING CONSULTANTS, PREPARATION OR AMENDMENT OF PLANS, THE WHOLE SUBJECT TO AN UPPER MAXIMUM CAP EQUIVALENT TO TEN PERCENT (i10%) surrender with the Premises any or all of Alterations as Landlord, Landlord shall determine OF THE VALUE OF THE WORK AND SUBJECT TO A MINIMUM CHARGE OF TWO THOUSAND DOLLARS (except trade fixtures not attached to the Premises$2,000.00), in which case, such Alterations shall become the property of Landlord, or (ii) promptly remove any or all of such Alterations designated by Landlord to be removed, in which case, Tenant shall repair and restore the Premises to its original condition as of the date of substantial completion of the Tenant Work, reasonable wear and tear excepted. (c) Any Work by the Tenant made without the REASONABLE prior written consent of the Landlord, or which is not made in accordance with the design criteria and specifications approved by the Landlord, shall be removed by the Tenant immediately upon demand and the Leased Premises shall be restored to their previous condition by Tenant, the whole at the Tenant's cost, failing which Landlord shall have the right to remove said Work at Tenant's entire cost and Landlord shall not be responsible for damages to Tenant's property resulting from such removal. (d) Notwithstanding anything contained in this Article, Tenant shall keep not have the right to do any structural, mechanical or electrical Work in the Leased Premises, the Building and the Project free from any and all liens arising out of any work performed, materials furnished, or obligations incurred by or for Tenant. In the event that Tenant requests any structural, mechanical or electrical Work, Landlord, at its sole option and discretion, shall notbe entitled to execute said Work. Said Work shall be governed by the provisions of sub-paragraph (b) above. In the event that Landlord does not choose to execute said Work and consents to having Tenant execute same, then Tenant shall furnish to Landlord plans and specifications showing in reasonably complete detail the Work proposed to be carried out and the estimated cost thereof. Landlord shall, ACTING REASONABLY, approve or reject such plans and specifications within ten thirty (1030) days following after receipt of the imposition same. If such plans and specifications are approved, all Work shall be carried out in compliance with the same. Furthermore, in the case where Tenant is authorized to carry out said Work, Tenant shall, at its cost, provide Landlord with an engineer's certificate upon completion of said Work. Any REASONABLE costs incurred by Landlord of any such lien, cause nature whatsoever in order to permit Landlord to approve or reject Tenant's plans and specifications shall be reimbursed by Tenant immediately upon Landlord's request. In addition to the same to be released of record by payment or posting of a bond in a form and issued by a surety acceptable to Landlord, Landlord shall have the right, but not the obligation, to cause such lien to be released by such means as it shall deem proper (including payment of or defense against the claim giving rise to such lien); in such caseabove, Tenant shall reimburse Landlord for comply with all amounts so paid the conditions stipulated in (a) and (c) above. It is agreed and understood that when completed, all Work shall be comprised in and form part of the Leased Premises and be subject to all the provisions of this Lease. Furthermore, any authorization given by Landlord to Tenant to do any Work in connection therewithaccordance with this Article, together with shall not relieve Tenant of its responsibility for the Work in question. Subject to the terms and conditions of this Article, in the event that the Tenant constructs a mezzanine in the Leased Premises, the Tenant will pay the amount of any increase in Taxes on the whole of the Building of which the Leased Premises form part, if such increase is caused by the construction or occupancy of said mezzanine. Furthermore, the Tenant will pay for any increase in Operating Costs resulting from the construction or occupancy of the said mezzanine. Tenant shall not make use or cause to be removed any part or all of Landlord's costs and expensesthe ceiling system for any purposes, with interest thereon at including that of storage. Moreover, Tenant shall pay to Landlord the Default Rate (defined below). Such rights amount of Landlord shall be in addition any increase for any Taxes to all other remedies provided herein or the extent that such increase is directly attributable to any action by lawTenant under this Article.

Improvements and Alterations. (a) Landlord's A. Grantee, at its sole construction obligation under this Lease is set forth in expense, shall construct and provide all improvements, including sign structures, antennas mounted on the Work Letter attached hereto sign structure and facilities, as Exhibit well as utilities, required to operate the Easement Areas for their intended purposes. All such signs, utilities and other improvements shall hereinafter be called the "BImprovements". (b) Tenant B. Prior to construction or substantial alteration requiring a building permit, Grantor shall have the right to approve design and construction plans for the Improvements, which approval shall not make any alterationsbe unreasonably denied, additions delayed or improvements conditioned. Grantor's failure to advise Grantee in writing of the Premises specific grounds for its denial of such approval within fifteen (collectively, "Alterations"15) without (i) the prior written consent days after receipt of Landlord, design and (ii) compliance with such nondiscriminatory requirements concerning such Alterations as may be imposed by Landlord from time to time. Without limiting the foregoing, Landlord may require, at a minimum, compliance with the requirements set forth in Exhibit "C" attached hereto. All Alterations construction plans shall be made conclusively deemed Grantor's approval of such plans. C. All Improvements shall be constructed, completed, operated and maintained by Tenant, at Tenant's sole cost Grantee in a good and expenseworkmanlike manner, and shall at all times be diligently prosecuted to completion. The cost in compliance with all material requirements of applicable laws, ordinances and regulations of any modifications of Project improvements outside local, state or inside of federal agency having jurisdiction thereof. D. All Improvements constructed within the Premises required by any governmental agency as a condition or the result of Tenant's Alterations Easement Areas shall be borne by Tenant. Any contractor or person making such Alterations shall first be approved in writing by Landlord. Upon the expiration of earlier termination of this Lease, Landlord may elect to have Tenant either (i) surrender with the Premises any or all of Alterations as Landlord, Landlord shall determine (except trade fixtures not attached to the Premises), in which case, such Alterations shall become the property of Landlord, or (ii) promptly remove any or all of such Alterations designated by Landlord to be removed, in which case, Tenant shall repair and restore the Premises to its original condition as of the date of substantial completion of the Tenant Work, reasonable wear and tear exceptedGrantee. (c) Tenant E. Grantee shall keep the Premisesindemnify, the Building defend and the Project free save Grantor harmless from and against any and all liens arising out costs, damages, claims and liabilities, including reasonable attorneys' fees, incurred in connection with the construction or alteration of any work performed, materials furnished, Improvements. Grantee shall specifically indemnify and save Grantor harmless from and against all mechanic's liens or obligations incurred similar claims by any person claiming through or for Tenantunder the Grantee. In Under no circumstance shall the event that Tenant shall not, within ten (10) days following fee interest of the imposition Grantor be subjected to any claim or expense resulting from Grantee's construction of any such lien, cause the same to be released of record by payment or posting of a bond in a form and issued by a surety acceptable to Landlord, Landlord shall have the right, but not the obligation, to cause such lien to be released by such means as it shall deem proper (including payment of or defense against the claim giving rise to such lien); in such case, Tenant shall reimburse Landlord for all amounts so paid by Landlord in connection therewith, together with all of Landlord's costs and expenses, with interest thereon at the Default Rate (defined below). Such rights of Landlord shall be in addition to all other remedies provided herein or by lawImprovements.

Improvements and Alterations. (a) Landlord's sole construction obligation under this Lease is set forth Tenant shall be required to lease from Landlord and Landlord shall be required to lease to Tenant the Second Must-Take Space. The Second Must-Take Deli very Date shall be delayed to the extent that Landlord fails to deliver possession of the Second Must-Take Space for any reason, including but not limited to, holding over by prior occupants. Any such delay in the Work Letter attached hereto as Exhibit "B". (b) Tenant Second Must-Take Delivery Date shall not make subject Landlord to any alterationsliability for any loss or damage resulting therefrom. The Second Must-Take Space shall become a part of the Premises and the terms and conditions of the Lease, additions or improvements shall apply to the Premises Second Must-Take Space, provided, however, that, subject to the remaining terms and conditions of this Section 35.1, Tenant’s obligation to pay Base Rent and Tenant’s Percentage Share of Escalation Rent with respect to the Second Must-Take Space shall commence on the date that is one-hundred fifty-seven (collectively157) days following the Second Must-Take Effective Date (as defined in Section 35.2 below) [such one hundred fifty seven (157) day period being referred to herein as the “Second Must-Take Space Construction Period’’. The Second Must-Take Space Construction Period shall be extended on a day-for-day basis for each day that Tenant’s construction of Tenant Improvements in the Second Must-Take Space is delayed by Landlord Delay. Notwithstanding the foregoing, "Alterations") without in the event Tenant occupies or commences its business operation in the Second Must-Take Space, including prior to the Second Must-Take Effective Date, Tenant’s obligation to pay Base Rent and Tenant’s Percentage Share of Escalation Rent with respect to the Second Must-Take Space shall commence on the earlier of: (i) the prior written consent date of Landlordthe commencement of Tenant’s business operations in the Second Must-Take Space and in such event the Second Must-Take Space Construction Period shall be deemed to have expired as of such date, and (ii) compliance with such nondiscriminatory requirements concerning such Alterations as may be imposed by Landlord from time to time. Without limiting the foregoing, Landlord may require, at a minimum, compliance with the requirements set forth in Exhibit "C" attached hereto. All Alterations shall be made by Tenant, at Tenant's sole cost and expense, and shall be diligently prosecuted to completion. The cost of any modifications of Project improvements outside or inside of the Premises required by any governmental agency as a condition or the result of Tenant's Alterations shall be borne by Tenant. Any contractor or person making such Alterations shall first be approved in writing by Landlord. Upon the expiration of earlier termination of this Lease, Landlord may elect to have Tenant either (i) surrender with the Premises any or all of Alterations as Landlord, Landlord shall determine (except trade fixtures not attached to the Premises), in which case, such Alterations shall become the property of Landlord, or (ii) promptly remove any or all of such Alterations designated by Landlord to be removed, in which case, Tenant shall repair and restore the Premises to its original condition as of the date of substantial completion of the Tenant Work, reasonable wear and tear exceptedSecond Must-Take Space Construction Period. (c) Tenant shall keep the Premises, the Building and the Project free from any and all liens arising out of any work performed, materials furnished, or obligations incurred by or for Tenant. In the event that Tenant shall not, within ten (10) days following the imposition of any such lien, cause the same to be released of record by payment or posting of a bond in a form and issued by a surety acceptable to Landlord, Landlord shall have the right, but not the obligation, to cause such lien to be released by such means as it shall deem proper (including payment of or defense against the claim giving rise to such lien); in such case, Tenant shall reimburse Landlord for all amounts so paid by Landlord in connection therewith, together with all of Landlord's costs and expenses, with interest thereon at the Default Rate (defined below). Such rights of Landlord shall be in addition to all other remedies provided herein or by law.

Improvements and Alterations. Except to the extent provided to the ---------------------------- contrary herein, the Tenant shall take the Premises in their "ASIS" condition. The Tenant shall not make or suffer to be made any alterations, additions or improvements to or of the Premises or any part thereof, except as expressly provided in this paragraph 10. Tenant may cause such alterations, additions or improvements to be made only upon the following conditions: (a) Landlord's sole construction obligation under this Lease is set forth By a contractor reasonably approved in writing by the Work Letter attached hereto as Exhibit "B".Landlord in advance; (b) Tenant submits plans, specifications and cost estimates of such work prepared by a competent architect in accordance with existing building ordinances of federal, state or local laws or orders to the Landlord for the Landlord's approval which Landlord shall not make unreasonably withhold. Default by the Tenant in the payment of any sums agreed to be paid by the Tenant to Landlord for or in connection with alterations, additions or improvements to the Premises (collectivelyshall entitle the Landlord to all the same remedies as for nonpayment of Rent hereunder. Any alterations, "Alterations") without additions or improvements to or of the Premises shall at once become the property of the Landlord. Movable furniture, equipment and trade fixtures shall remain the property of the Tenant. The Landlord shall indicate to the Tenant when Landlord's approval of the above plans and specifications is sought which alterations, additions or improvements made for or by the Tenant will be required to be removed from the Premises at the termination of this Lease. If the Landlord so elects, the Tenant shall restore the Premises to the condition of same prior to the making of such alterations, additions or improvements which are so required to be removed at the termination of this lease; said work of removal and restoration shall be performed, at the Landlord's sole election, either (i) by the prior written consent of Landlord, and (ii) compliance with such nondiscriminatory requirements concerning such Alterations as may be imposed by Landlord from time to time. Without limiting the foregoing, Landlord may require, at a minimum, compliance with the requirements set forth in Exhibit "C" attached hereto. All Alterations shall be made by Tenant, at the Tenant's sole cost and expense, and shall be diligently prosecuted to completion. The cost of any modifications of Project improvements outside or inside of the Premises required by any governmental agency as a condition or the result of Tenant's Alterations shall be borne by Tenant. Any contractor or person making such Alterations shall first be approved in writing by Landlord. Upon the expiration of earlier termination of this Lease, Landlord may elect to have Tenant either (i) surrender with the Premises any or all of Alterations as Landlord, Landlord shall determine (except trade fixtures not attached to the Premises), in which case, such Alterations shall become the property of Landlord, or (ii) by the Landlord at the expense of the Tenant and, in the latter election, the Tenant shall pay to the Landlord, promptly remove any or all upon the Landlord's demand, the amount of the Landlord's reasonable cost of such Alterations designated by removal and restoration. Prior to the commencement of Landlord' 5 removal and or restoration work, Landlord shall submit the cost estimate to Tenant and Tenant shall have the right to reasonably approve such estimate and any amendments thereto. In the event that, as a result of any such alterations, additions or improvements, it shall be necessary for the Landlord to be removedmake other improvements (including, but not limited to, upgrading of installations of life safety systems or compliance with standards for handicapped persons) in which casethe Building, whether within or without the Premises, then the Tenant agrees to pay the cost of such other improvements if they are a condition of the building permit; provided however, that Tenant shall repair and restore not be responsible for any costs or improvements (i) made necessary as a result of the Premises failure of Landlord or any occupant of the Building to its original condition obtain building permits, where required and/or (ii) to comply with any Laws (a) applicable thePremises as of the date the construction of substantial completion Tenant's tenant improvements are completed by Landlord and/or (b) applicable to the Building as of the Tenant Work, reasonable wear and tear excepted. (c) Tenant shall keep the Premises, the Building and the Project free from any and all liens arising out of any work performed, materials furnished, or obligations incurred by or for TenantTenth floor Commencement Date. In the event that Tenant shall not, within ten (10) days following the imposition of any such lien, cause the same to be released of record by payment or posting of a bond in a form and issued by a surety acceptable to Landlord, Landlord shall have the right, but not the obligation, to cause such lien to be released by such means as it shall deem proper (including payment of or defense against the claim giving rise to such lien); in such case, Tenant shall reimburse Landlord for all amounts so paid by Landlord in connection therewith, together with all of Landlord's costs and expenses, with interest thereon at the Default Rate (defined below). Such rights of Landlord shall be in addition to all other remedies provided herein or by lawresponsible for those costs and improvements that are not the responsibility of Tenant.

Improvements and Alterations. (a) Landlord's sole construction obligation under this Lease is set forth Landlord shall improve the Premises using standard Building materials equal to or of better quality than those materials currently used in the Work Letter Premises and finishes in accordance with a space plan being prepared by Treieschmann Dumala Architectural Group (the “Architect”), a draft of which is dated October 17, 2018 (the “Space Plan”), and attached hereto as Exhibit "B"“B.” Within ten (10) days from the date hereof, Tenant shall submit an updated Space Plan for Landlord’s review and approval, provided however, Tenant shall have no right to request any changes to the Space Plan that would materially alter the exterior appearance or basic nature of the Building or the Building systems. Landlord shall have three (3) business days after receipt of the updated Space Plan to review and to give Tenant written notice of Landlord’s approval of the updated Space Plan or its requested changes thereto. If Landlord requests any changes to the updated Space Plan, then Tenant shall make those changes and re-submit within three (3) business days thereof the further revised Space Plan to Landlord for approval. Landlord and Tenant shall continue such process until Tenant addresses Landlord’s comments and Landlord issues written approval of the Space Plan (the “Final Space Plan”). Within fifteen (15) days after the date of the Final Space Plan, Tenant shall cause the Architect to prepare and submit construction drawings to Landlord for approval based on the Final Space Plan and in accordance with the same procedure set forth above. Landlord shall not be required to install any partition or improvements which are not in conformity with the Final Space Plan. The improvements referenced in this Paragraph shall be referred to as the “Tenant Improvements.” Notwithstanding any provision in this Lease to the contrary, the Tenant Improvements shall be completed in a good and workmanlike manner and shall comply with all laws. In addition to (and not in lieu of) Landlord’s obligations under this Lease, Landlord shall cause the general contractor performing the Tenant Improvements to provide a warranty in favor of Tenant against defects in workmanship and materials for a period of twelve (12) months after the Commencement Date. If Tenant notifies Landlord of any such defects within such twelve (12) month period, then Landlord will cause to be repaired, the defects as soon as practicable and shall use commercially reasonable efforts to repair the defects with minimal disruption and interference to Tenant’s use of the Premises. At any time after the expiration such twelve (12) month period, Landlord will promptly, upon written request of Tenant, assign to Tenant (to the extent assignable, available and without warranty or representation by Landlord) all rights which Landlord may have under the contract for the construction of the Tenant Improvements against the contractor respecting defects in workmanship and materials. (b) Tenant Except as expressly provided herein and described in the Space Plan, Landlord shall not make be responsible for any alterationsother renovation, additions construction or installation of any improvements relating to the Premises (collectively, "Alterations") without (i) Premises. Tenant acknowledges that Landlord has not made any representations or warranties with respect to the prior written consent of Landlord, and (ii) compliance with such nondiscriminatory requirements concerning such Alterations as may be imposed by Landlord from time to time. Without limiting the foregoing, Landlord may require, at a minimum, compliance with the requirements set forth in Exhibit "C" attached hereto. All Alterations shall be made by Tenant, at Tenant's sole cost and expense, and shall be diligently prosecuted to completion. The cost of any modifications of Project improvements outside or inside condition of the Premises required and neither Landlord nor any assignee of Landlord shall be liable for any latent defect therein. The taking of possession of the Premises by any governmental agency Tenant shall be conclusive evidence that the Premises were in good and satisfactory condition at the time such possession was taken. Landlord, through its designated contractor (the “Contractor”), will perform and complete the Tenant Improvements as a condition or described in the result Space Plan. All costs related to change-orders, alterations and additions to the Space Plan requested by Tenant and approved by Landlord which increase the cost of Tenant's Alterations the Tenant Improvements above the Tenant Allowance shall be borne by Tenant. Any contractor All work will be scheduled by Landlord in such a manner as to not inconvenience other tenants in the Building. Landlord and its Contractor assume no liability for Tenant’s equipment, furniture or person making such Alterations shall first be approved in writing by Landlord. Upon the expiration of earlier termination of this Lease, Landlord may elect to have Tenant either (i) surrender with other personal property located at the Premises any or all of Alterations as Landlord, Landlord shall determine (except trade fixtures not attached to during the Premises), in which case, such Alterations shall become the property of Landlord, or (ii) promptly remove any or all of such Alterations designated by Landlord to be removed, in which case, Tenant shall repair and restore the Premises to its original condition as of the date of substantial completion construction of the Tenant Work, reasonable wear Improvements and tear excepted. (c) Tenant shall keep hold Landlord, its contractors and their respective agents and employees (“Landlord’s Indemnified Parties”) harmless and indemnify same from and against any damage or injury relating to Tenant’s equipment, furniture or personal property left in the Premises, Premises during the Building and construction of the Project free from any and all liens arising out of any work performed, materials furnished, or obligations incurred by or for TenantTenant Improvements. In the event Tenant hereby acknowledges that Tenant shall notbe solely responsible for the installation and any other associated costs relating to the use of low voltage wiring, within ten (10) days following card readers and telephone cabling in the imposition of any such lien, cause the same to be released of record by payment or posting of a bond in a form and issued by a surety acceptable to Landlord, Landlord shall have the right, but not the obligation, to cause such lien to be released by such means as it shall deem proper (including payment of or defense against the claim giving rise to such lien); in such case, Tenant shall reimburse Landlord for all amounts so paid by Landlord in connection therewith, together with all of Landlord's costs and expenses, with interest thereon at the Default Rate (defined below). Such rights of Landlord shall be in addition to all other remedies provided herein or by lawPremises.

Improvements and Alterations. (a) Landlord's sole construction obligation under this Lease is set forth 1. Lessee shall not construct any new permanent subsurface or surface buildings, structures or other improvements unless Lessee has obtained prior written permission of the Conomo Point Commissioners, which may be withheld in the Work Letter attached hereto as Exhibit "B"Conomo Point Commissioners’ sole and absolute discretion. Any newly constructed permanent buildings, structures or improvements shall be constructed at Lessee’s expense, and all such newly constructed buildings, structures or improvements shall become the exclusive property of the Lessor at the expiration of termination of this Bridge Lease. (b) Tenant 2. Lessee shall not make any alterationspermanent alterations to the buildings, additions structures and improvements existing prior to the date of execution of this Bridge Lease unless Lessee has obtained prior written permission of the Conomo Point Commissioners, which permission may be withheld in the Conomo Point Commissioners’ sole and absolute discretion. All such alterations shall be at Lessee’s expense, and the granting of permission shall not be construed as a statement by the Town that the Lessee is the owner of the altered building, structure or improvement. All such structural alterations shall merge with said buildings, structures and improvements and shall belong to the party who owned such buildings, structures and improvements prior to the execution of this Bridge Lease. 3. Lessee shall procure all necessary permits before undertaking any work on the Premises, and shall cause all such work to be performed in a good and first-class workmanlike manner and in accordance with the requirements of insurers, employing new materials of prime quality and shall defend, hold harmless, exonerate and indemnify Lessor from all injury, loss or damage to any person or property occasioned by such work. Lessee shall at all times comply with, to the extent the same are applicable, plans and specifications (which shall be prepared by and at the expense of Lessee and approved by Lessor prior to beginning any work). Lessee agrees to employ responsible contractors for such work and shall cause such contractors to carry workers' compensation insurance in accordance with statutory requirements and comprehensive public liability insurance and automobile liability insurance covering such contractors on or about the Premises in amounts reasonably acceptable to Lessor and agrees to submit certificates evidencing such coverage to Lessor prior to the commencement of and during the continuance of such work. 4. Any improvements or alterations to the Premises (collectively, "Alterations") undertaken without (i) the prior express written consent of Landlord, and (ii) compliance with such nondiscriminatory requirements concerning such Alterations as may the Conomo Point Commissioners shall be imposed considered an act of default by Landlord from time the Lessee subject to time. Without limiting the foregoing, Landlord may require, at a minimum, compliance with the requirements remedies set forth in Exhibit "C" attached hereto. All Alterations shall be made by Tenant, at Tenant's sole cost and expense, and shall be diligently prosecuted to completion. The cost of any modifications of Project improvements outside or inside of the Premises required by any governmental agency as a condition or the result of Tenant's Alterations shall be borne by Tenant. Any contractor or person making such Alterations shall first be approved in writing by Landlord. Upon the expiration of earlier termination of this Lease, Landlord may elect to have Tenant either (i) surrender with the Premises any or all of Alterations as Landlord, Landlord shall determine (except trade fixtures not attached to the Premises), in which case, such Alterations shall become the property of Landlord, or (ii) promptly remove any or all of such Alterations designated by Landlord to be removed, in which case, Tenant shall repair and restore the Premises to its original condition as of the date of substantial completion of the Tenant Work, reasonable wear and tear exceptedArticle XI hereof. (c) Tenant shall keep the Premises, the Building and the Project free from any and all liens arising out of any work performed, materials furnished, or obligations incurred by or for Tenant. In the event that Tenant shall not, within ten (10) days following the imposition of any such lien, cause the same to be released of record by payment or posting of a bond in a form and issued by a surety acceptable to Landlord, Landlord shall have the right, but not the obligation, to cause such lien to be released by such means as it shall deem proper (including payment of or defense against the claim giving rise to such lien); in such case, Tenant shall reimburse Landlord for all amounts so paid by Landlord in connection therewith, together with all of Landlord's costs and expenses, with interest thereon at the Default Rate (defined below). Such rights of Landlord shall be in addition to all other remedies provided herein or by law.

Improvements and Alterations. (a) Landlord's sole construction obligation under this Lease is set forth in the Work Letter attached hereto as Exhibit "B". (b) Tenant 9.1.1 Tenant, its employees, agents, licensees, or contractors shall not make or install any alterations, additions improvements, additions, or improvements fixtures (collectively, “Improvements”) that affect the exterior or interior of the Premises or any structural, mechanical, or electrical component of the Premises, or xxxx, paint, drill, or in any way deface any floors, walls, ceilings, partitions, or any wood, stone, or iron work, without Landlord’s consent, which shall not be unreasonably withheld, conditioned or delayed. No construction or installation pursuant to this Section 9.1.1 shall be commenced by Tenant until Landlord has granted approval. All Improvements to the Premises will be at Tenant’s option (collectivelysubject to Landlord’s consent as provided in this Section 9.1.1) and at Tenant’s sole cost other as provided in Section 9.3 below. Tenant shall indemnify and defend Landlord for all liens, "Alterations"claims, or damages caused by such Improvements by Tenant. In no event shall Landlord's consent be required for any refurbishment of the Premises by Tenant (including, but not limited to, recarpeting, repainting or similar cosmetic alterations) without or for any single nonstructural alteration project costing less than Twenty Thousand Dollars (i$20,000.00) or for the prior installation or removal of decorations. 9.1.2 Tenant shall give Landlord not less than ten (10) business days’ advanced written consent notice of the date of commencement of any construction work on the Premises so that Landlord can post notices of nonresponsibility. 9.1.3 Any and all Improvements effected by Tenant shall be constructed, installed or performed in a professional workmanlike manner, by licensed contractors retained by Tenant, in compliance with all applicable Laws, and Tenant or Tenant’s contractors shall obtain all permits and approvals of government agencies required by applicable Laws in connection therewith. 9.1.4 All Improvements (except Tenant’s trade fixtures) that may be made or installed upon Premises by either Landlord or Tenant and that in any manner are attached to the floors, walls, or ceilings, shall be the property of Landlord, and (ii) compliance with such nondiscriminatory requirements concerning such Alterations as may be imposed by Landlord from time to time. Without limiting the foregoing, Landlord may requireand, at a minimum, compliance with the requirements set forth in Exhibit "C" attached hereto. All Alterations shall be made by Tenant, at Tenant's sole cost and expense, and shall be diligently prosecuted to completion. The cost of any modifications of Project improvements outside or inside of the Premises required by any governmental agency as a condition or the result of Tenant's Alterations shall be borne by Tenant. Any contractor or person making such Alterations shall first be approved in writing by Landlord. Upon the expiration of earlier termination of this Lease, Landlord may elect to have Tenant either (i) surrender shall remain upon and be surrendered with the Premises any as a part of the Premises, without disturbance or all of Alterations as injury unless Landlord, by written notice provided to Tenant at the time Landlord approves of such Improvements (which notice Landlord shall determine (except trade fixtures not attached be obligated to provide at such time), requires same to be removed or returned to their original condition prior to the Premises), in which case, such Alterations shall become the property of Landlord, or (ii) promptly remove any or all of such Alterations designated by Landlord to be removed, in which case, Improvements. Tenant shall repair and any damage to the Premises occasioned by the removal of its trade fixtures. If Landlord notifies Tenant in writing at the time that it gives its consent to any Improvements requested by Tenant that Tenant must remove such Improvements or restore the Premises to its original condition as at the end of the date of substantial completion of the Tenant Work, reasonable wear and tear excepted. (c) Tenant shall keep the Premises, the Building and the Project free from any and all liens arising out of any work performed, materials furnished, or obligations incurred by or for Tenant. In the event that Tenant shall not, within ten (10) days following the imposition of any such lien, cause the same to be released of record by payment or posting of a bond in a form and issued by a surety acceptable to Landlord, Landlord shall have the right, but not the obligation, to cause such lien to be released by such means as it shall deem proper (including payment of or defense against the claim giving rise to such lien); in such caseTerm, Tenant shall reimburse Landlord for all amounts so paid by Landlord in connection therewithremove and/or restore the same, together at Tenant’s expense, upon the termination of this Lease, and Tenant shall, forthwith and with all of Landlord's costs due diligence at Tenant’s sole cost and expensesexpense remove such Improvements, with interest thereon at restore the Default Rate (defined below). Such rights of Landlord shall be in addition Premises to all other remedies provided herein their original condition, and repair any damage to the Premises or Building caused by lawsuch removal or restoration.

Improvements and Alterations. (a) Landlord hereby delivers to Tenant, and Tenant hereby accepts from Landlord's sole construction , the Premises in its existing “AS-IS”, “WHERE-IS” and “WITH ALL FAULTS” condition, and Tenant acknowledges that Landlord shall have no obligation under to refurbish or otherwise improve the Premises after the Date of this Lease is set forth in the Work Letter attached hereto as Exhibit "B"Lease. (b) Tenant shall not make any Any alterations, additions additions, or improvements made by or on behalf of Tenant to the Premises (collectively, "“Alterations"”) without (i) the shall be subject to Landlord’s prior written consent of Landlord, and (ii) compliance with such nondiscriminatory requirements concerning such Alterations as may be imposed by Landlord from time to timeconsent. Without limiting the foregoing, Landlord may requireTenant shall cause, at its sole cost and expense, all Alterations to comply with insurance requirements and with Laws and shall construct, at its sole cost and expense, any alteration or modification required by Laws as a minimum, compliance with the requirements set forth in Exhibit "C" attached heretoresult of any Alterations. All Alterations shall be made by Tenant, constructed at Tenant's ’s sole cost and expense, expense and in a good and workmanlike manner by contractors reasonably acceptable to Landlord and only good grades of materials shall be diligently prosecuted to completionused. The cost of All plans and specifications for any modifications of Project improvements outside or inside of the Premises required by any governmental agency as a condition or the result of Tenant's Alterations shall be borne by Tenantsubmitted to Landlord for its approval. Any Landlord may monitor construction of the Alterations. Landlord’s right to review plans and specifications and to monitor construction shall be solely for its own benefit, and Landlord shall have no duty to see that such plans and specifications or construction comply with applicable Laws. Without limiting the other grounds upon which Landlord may refuse to approve any contractor or person making such Alterations shall first subcontractor, Landlord may take into account the desirability of maintaining harmonious labor relations at the Project. Landlord may also require that all life safety related work and all mechanical, electrical, plumbing and roof related work be approved in writing performed by contractors designated by Landlord. Upon Landlord shall have the right, in its sole discretion, to instruct Tenant to remove any improvements or Alterations from the Premises at the expiration or earlier termination of earlier the Lease. If, upon the termination of this Lease, Landlord may elect requires Tenant to have Tenant either (i) surrender with the Premises any or all of Alterations as Landlord, Landlord shall determine (except trade fixtures not attached to the Premises), in which case, such Alterations shall become the property of Landlord, or (ii) promptly remove any or all of such Alterations designated by Landlord to be removedfrom the Premises, in which casethen Tenant, at Tenant’s sole cost and expense, shall promptly remove such Alterations and improvements and Tenant shall repair and restore the Premises to its original condition as of the date of substantial completion of the Tenant WorkCommencement Date, reasonable wear and tear excepted. Any Alterations remaining in the Premises following the expiration of the Lease Term or following the surrender of the Premises from Tenant to Landlord, shall become the property of Landlord unless Landlord notifies Tenant otherwise. Tenant shall provide Landlord with the identities and mailing addresses of all persons performing work or supplying materials, prior to beginning such construction, and Landlord may post on and about the Premises and record any notices of non-responsibility pursuant to applicable law. Tenant shall assure payment for the completion of all work free and clear of liens and shall provide certificates of insurance for worker’s compensation and other coverage in amounts and from an insurance company reasonably satisfactory to Landlord protecting Landlord against liability for bodily injury or property damage during construction. Upon completion of any Alterations and upon Landlord’s reasonable request, Tenant shall deliver to Landlord sworn statements setting forth the names of all contractors and subcontractors who did work on the Alterations and final lien waivers from all such contractors and subcontractors. Tenant shall pay to Landlord, as Additional Rent, the reasonable costs of Landlord’s engineers and other consultants (but not Landlord’s on-site management personnel) for review of all plans, specifications and working drawings for the Alterations and for the incorporation of such Alterations in the Landlord’s master Building drawings, within ten (10) business days after Tenant’s receipt of invoices either from Landlord or such consultants together with (in any event) an administrative charge of ten percent (10%) of the actual costs of such work. In addition to such costs, Tenant shall pay to Landlord, within ten (10) business days after completion of any Alterations, the actual, reasonable costs incurred by Landlord for services rendered by Landlord’s management personnel and engineers to coordinate and/or supervise any of the Alterations to the extent such services are provided in excess of or after the normal on-site hours of such engineers and management personnel. Together with Tenant’s request for approval of any Alterations and the plans and specifications submitted to Landlord therefor, Tenant may expressly request in writing (in bold upper case letters (in 16 point font or larger) that Landlord specify whether the Alterations (or portions thereof) must be removed from the Premises upon the expiration or earlier termination of the Lease Term (the “Removal Request”), in which case Landlord shall specify such Alterations (or portions thereof) together with Landlord’s written approval thereof (if such approval is granted in accordance with the terms hereof). If Tenant delivers a Removal Request to Landlord with the information regarding the Alterations required herein, and Landlord delivers to Tenant written approval of such Alterations, and together with such approval Landlord specifies that such Alterations (or any portions thereof) are not required to be removed upon the expiration or earlier termination of this Lease, then Tenant shall not be required to remove such Alterations. Notwithstanding the foregoing, Landlord shall have the right, in its sole discretion, to instruct Tenant to remove from the Premises those Alterations that (i) were not approved in writing and in advance by Landlord, (ii) were not built in conformance with the plans and specifications approved in writing by Landlord, or (iii) Landlord specified during its review of the applicable plans and specifications would need to be removed by Tenant upon the expiration or earlier termination of this Lease. However, Tenant will have no obligation to remove, replace or modify any tenant improvements existing as of the Date of this Lease nor will Tenant be obligated to restore the Premises to a condition pre-existing the Date of this Lease. (c) Tenant shall keep the Premises, the Building and the Project free from any and all liens arising out of any Alterations, work performed, materials furnished, or obligations incurred by or for Tenant. In the event that Tenant shall not, within ten (10) days following the imposition of any such lien, cause the same to be released of record by payment or posting of a bond in a form and issued by a surety acceptable to Landlord, Landlord shall have the right, but not the obligation, to cause such lien to be released by such means as it shall deem proper (including payment of or defense against the claim giving rise to such lien); in such case, Tenant shall reimburse Landlord for all amounts so paid by Landlord in connection therewith, together with all of Landlord's ’s costs and expenses, with interest thereon at the Default Rate (defined below)) and Tenant shall indemnify and defend each and all of the Landlord Indemnitees (defined below) against any damages, losses or costs arising out of any such claim. Tenant’s indemnification of Landlord contained in this Paragraph shall survive the expiration or earlier termination of this Lease. Such rights of Landlord shall be in addition to all other remedies provided herein or by law. (d) NOTICE IS HEREBY GIVEN THAT LANDLORD SHALL NOT BE LIABLE FOR ANY LABOR, SERVICES OR MATERIALS FURNISHED OR TO BE FURNISHED TO TENANT, OR TO ANYONE HOLDING THE PREMISES THROUGH OR UNDER TENANT, AND THAT NO MECHANICS’ OR OTHER LIENS FOR ANY SUCH LABOR, SERVICES OR MATERIALS SHALL ATTACH TO OR AFFECT THE INTEREST OF LANDLORD IN THE PREMISES.

Improvements and Alterations. (a) Landlord's sole construction obligation under this Lease is set forth The Lessee, at the Lessee’s own cost and expense, (i) shall make alterations, renovations, repairs, improvements and additions to the Leased Property or any part thereof and substitutions and replacements therefor (collectively, “Alterations”) which are (A) necessary to repair or maintain the Improvements or the Site in the Work Letter attached hereto condition required by Section 9.1 or (B) necessary or advisable to restore the Improvements and the Site to its condition existing prior to a Casualty or Condemnation to the extent required pursuant to Article XIII, and (ii) so long as Exhibit "B"no Material Default or Event of Default has occurred and is continuing, may undertake Alterations on the Leased Property so long as such Alterations comply in all material respects with Applicable Laws and are consistent and comply with Section 9.1 and subsection (b) of this Section 9.2. (b) Tenant The making of any Alterations pursuant to subsection (a)(i) above of this Section 9.2 must be in compliance with the following requirements: The Lessee shall not make any alterationsAlterations in violation of the terms of any restriction, additions easement, condition, covenant or improvements other similar matter affecting title to or binding on the Premises (collectively, "Alterations") without Improvements or the Site. (i) No Alterations shall be undertaken until the prior written consent of LandlordLessee shall have procured and paid for, and (ii) compliance with such nondiscriminatory requirements concerning such Alterations so far as the same may be imposed by Landlord required from time to time, all permits and authorizations relating to such Alterations of all municipal and other Authorities having jurisdiction over the Improvements or the Site. Without limiting the foregoing, Landlord may requireLessor, at a minimum, compliance with the requirements set forth in Exhibit "C" attached hereto. All Alterations shall be made by Tenant, at Tenant's sole cost and Lessee’s expense, and shall be diligently prosecuted to completion. The cost of any modifications of Project improvements outside or inside of join in the Premises required by any governmental agency as a condition or the result of Tenant's Alterations shall be borne by Tenant. Any contractor or person making such Alterations shall first be approved in writing by Landlord. Upon the expiration of earlier termination of this Lease, Landlord may elect to have Tenant either (i) surrender with the Premises any or all of Alterations as Landlord, Landlord shall determine (except trade fixtures not attached to the Premises), in which case, such Alterations shall become the property of Landlord, or (ii) promptly remove any or all of such Alterations designated by Landlord to be removed, in which case, Tenant shall repair and restore the Premises to its original condition as of the date of substantial completion of the Tenant Work, reasonable wear and tear excepted. (c) Tenant shall keep the Premises, the Building and the Project free from any and all liens arising out of any work performed, materials furnished, or obligations incurred by or application for Tenant. In the event that Tenant shall not, within ten (10) days following the imposition of any such lien, cause the same to be released of record by payment permit or posting of a bond in a form authorization and issued by a surety acceptable to Landlord, Landlord shall have the right, but not the obligation, to cause such lien to be released by such means as it shall deem proper (including payment of or defense against the claim giving rise to such lien); in such case, Tenant shall reimburse Landlord for all amounts so paid by Landlord execute and deliver any document in connection therewith, together whenever such joinder is necessary or advisable; provided that, however, such joinder shall not constitute or be deemed to constitute, any assumption or responsibility or liability whatsoever. (ii) The Alterations shall be completed in a good and workmanlike manner and in compliance in all material respects with all Applicable Laws then in effect and with the Insurance Requirements. (iii) All Alterations shall, when completed, be of Landlord's costs such a character as to not materially diminish (A) the utility of the Improvements as a corporate office complex including a combined corporate office building and expensesresearch and development laboratory center and any uses ancillary thereto, (B) the then current Fair Market Value as determined by reference to the Appraisal, or (C) the Fair Market Value as determined by reference to the Appraisal as of the scheduled expiration date of the Lease Term. (iv) The Lessee shall have made adequate arrangements for payment of the cost of all Alterations when due so that the Improvements and the Site shall at all times be free of Liens for labor and materials supplied or claimed to have been supplied to the Improvements or the Site, other than Permitted Liens; provided, that the Lessee shall have the right to engage in Permitted Contests in accordance with interest thereon at Section 9.5. (v) The Alterations must be located solely on the Default Rate (defined below). Such rights of Landlord shall be in addition to all other remedies provided herein or by lawSite.

Improvements and Alterations. (a) Except as otherwise provided in this Lease, Landlord shall deliver the Premises to Tenant, and Tenant agrees to accept the Premises from Landlord in its existing “AS-IS”, “WHERE-IS” and “WITH ALL FAULTS” condition, and Landlord shall have no obligation to refurbish or otherwise improve the Premises throughout the Lease Term; provided, however, and notwithstanding the foregoing to the contrary, Landlord's ’s sole construction obligation under this Lease is set forth in the Landlord Work Letter attached hereto as Exhibit "B"B-1. (b) Tenant shall not make any Any alterations, additions additions, or improvements made by or on behalf of Tenant to the Premises (collectively“Alterations”) shall be subject to Landlord’s prior written consent, "Alterations"except that no consent is required for any interior, non-structural Alteration(s) without that costs less than $50,000, that does not affect Building systems and does not require issuance of any governmental permit. Landlord’s consent shall not be unreasonably withheld, conditioned or delayed with respect to proposed Alterations requiring Landlord's consent, that (i) comply with all applicable laws, ordinances, rules and regulations; (ii) are compatible with the prior Building and its mechanical, electrical, HVAC and life safety systems; (iii) will not interfere with the use and occupancy of any other portion of the Building by any other tenant or their invitees; (iv) do not affect the structural portions of the Building; and, (v) do not and will not, whether alone or taken together with other improvements, require the construction of any other improvements or alterations within the Building. Tenant shall cause, at its sole cost and expense, all Alterations to comply with insurance requirements and with Laws and shall construct, at its sole cost and expense, any alteration or modification required by Laws as a result of any Alterations, except as otherwise expressly provided for herein. Except as otherwise provided for herein, all Alterations shall be constructed at Tenant’s sole cost and expense, in a first class and good and workmanlike manner by contractors reasonably acceptable to Landlord and only good grades of materials shall be used. All plans and specifications for any Alterations shall be submitted to Landlord for its approval in accordance with the terms of this subsection (b). If Landlord fails to respond to Tenant's request for approval of the plans and specifications within ten (10) business days following (i) Tenant's written consent of Landlordrequest therefor, and (ii) compliance with such nondiscriminatory requirements concerning such Alterations as may be imposed by Landlord from time to time. Without limiting the foregoing, Landlord may require, at a minimum, compliance with the requirements set forth in Exhibit "C" attached hereto. All Alterations shall be made by Tenant, at TenantLandlord's sole cost and expense, and shall be diligently prosecuted to completion. The cost of any modifications of Project improvements outside or inside of the Premises required by any governmental agency as a condition or the result receipt of Tenant's Alterations plans and specifications for any Alterations, then Tenant shall provide Landlord written notice of such failure. Landlord’s time period to respond with regard to any revisions to such plans and specifications shall be borne reduced to five (5) business day, unless Landlord requires that such plans be reviewed by a third party (e.g., the Building engineer), in which event such review period shall remain ten (10) business days. In no event will Landlord's failure to respond to Tenant's request for approval be deemed to approve any Alterations. Any contractor Landlord does not require Tenant to use union labor. Landlord may monitor construction of the Alterations. Landlord is not obligated to monitor such construction, but may for its own benefit. There shall be no fee, mxxx-up, or person making any other charges by Landlord, direct or indirect, in connection with the Tenant Finish Work or Alterations during the Lease Term, except that, with respect to Alterations, Tenant shall reimburse Landlord for its actual and reasonable third (3rd) party out-of-pocket costs incurred by Landlord in connection with its review of Tenant’s plans and specifications. Tenant has no obligation to utilize Landlord for construction management services nor any obligation to pay a fee to Landlord for construction management services throughout the Lease Term provided Tenant holds the construction contract and performs the Tenant Finish Work and Alterations in accordance with Landlord’s rules and regulations. Tenant shall not be responsible for any additional Building charges including but not limited to, freight elevator usage during normal Building hours, operator’s cost unless coordination is needed, loading dock fees during the Building’s normal dock operating hours, security guard charges unless needed, utility charges or any tap-in charges for connecting supplemental air conditioning or sprinklers that are required during construction of the Premises, in connection with Tenant’s construction or move-in, or in connection with the construction of Alterations. Landlord’s right to review plans and specifications and to monitor construction shall be solely for its own benefit, and Landlord shall have no duty to see that such plans and specifications or construction comply with applicable laws, codes, rules and regulations. Landlord may require that all life safety related work and all mechanical, electrical, plumbing and roof related work be performed by contractors designated by Landlord. Landlord shall have the right, in its sole discretion, to instruct Tenant to remove those improvements or Alterations shall first be from the Premises which (i) were not approved in advance by Landlord, (ii) were not built in conformance with the plans and specifications approved by Landlord, or (iii) were specified in writing for removal by Landlord at the time of its approval. In addition, Landlord will not obligate Tenant to remove its phone or data cabling. Unless communicated in writing by LandlordLandlord at time of its approval, Tenant shall not be required to remove special-use improvements in the Premises, which include without limitation, any supplemental HVAC units exclusively serving the Premises, UPS systems, and generators. Upon the Alterations not required to be removed will, at expiration of earlier termination of this Lease, Landlord may elect to have Tenant either (i) surrender with the Premises any or all of Alterations as Landlord, Landlord shall determine (except trade fixtures not attached to the Premises), in which case, such Alterations shall become the property of Landlord, or (ii) promptly . If upon the termination of this Lease Landlord requires Tenant to remove any or all of such Alterations designated by Landlord to be removedfrom the Premises, in which casethen Tenant, at Tenant’s sole cost and expense, shall promptly remove such Alterations and improvements and Tenant shall repair and restore the Premises to its original condition as of the date of substantial completion of the Tenant WorkCommencement Date, reasonable wear and tear and damages caused by casualty, condemnation or Landlord or its employees’, agents’, or contractors’ gross negligence or willful misconduct excepted. Tenant shall provide Landlord with the identities and mailing addresses of all persons performing work or supplying materials, prior to beginning such construction, and Landlord may post on and about the Premises notices of non-responsibility pursuant to applicable law. Tenant shall assure payment for the completion of all work free and clear of liens and shall provide certificates of insurance for worker’s compensation and other coverage in amounts and from an insurance company reasonably satisfactory to Landlord protecting Landlord against liability for bodily injury or property damage during construction. Upon completion of any Alterations and upon Landlord’s reasonable request, Tenant shall deliver to Landlord sworn statements setting forth the names of all contractors and subcontractors who did work on the Alterations and final lien waivers from all such contractors and subcontractors. Additionally, upon completion of any Alteration, Tenant shall provide Landlord, at Tenant’s expense, with a complete set of plans in reproducible form and specifications reflecting the actual conditions of the Alterations, together with a copy of such plans on diskette in the AutoCAD format or such other format as may then be in common use for computer assisted design purposes. Tenant shall pay to Landlord, as additional rent, the reasonable, out-of-pocket costs of Landlord’s engineers and other consultants for review of all plans, specifications and working drawings for the Alterations and for the incorporation of such Alterations in the Landlord’s master Building drawings, within ten (10) business days after Tenant’s receipt of invoices either from Landlord or such consultants. (c) Tenant shall keep the Premises, the Building and the Project Property free from any and all liens arising out of any Alterations, work performed, materials furnished, or obligations incurred by or for Tenant, except to the extent that such work was performed or materials furnished on Landlord’s or Landlord’s employees, contractors or agents behalf. In the event that Tenant shall not, within ten twenty (1020) days following the imposition of any such lien, cause the same to be released of record by payment or posting of a bond in a form and issued by a surety reasonably acceptable to Landlord, Landlord shall have the right, but not the obligation, to cause such lien to be released by such means as it shall reasonably deem proper (including payment of or defense against the claim giving rise to such lien); in such case, Tenant shall reimburse Landlord for all amounts so paid by Landlord in connection therewith, together with all of Landlord's ’s out-of-pocket costs and expenses, with interest thereon at the Default Rate (defined below)) and Tenant shall indemnify and defend each and all of the Landlord Indemnitees (defined below) against any damages, losses or costs arising out of any such claim. Tenant’s indemnification of Landlord contained in this Paragraph shall survive the expiration or earlier termination of this Lease. Such rights of Landlord shall be in addition to all other remedies provided herein or by law. (d) NOTICE IS HEREBY GIVEN THAT LANDLORD SHALL NOT BE LIABLE FOR ANY LABOR, SERVICES OR MATERIALS FURNISHED OR TO BE FURNISHED TO TENANT, OR TO ANYONE HOLDING THE PREMISES THROUGH OR UNDER TENANT, AND THAT NO MECHANICS’ OR OTHER LIENS FOR ANY SUCH LABOR, SERVICES OR MATERIALS SHALL ATTACH TO OR AFFECT THE INTEREST OF LANDLORD IN THE PREMISES, THE BUILDING OR THE PROPERTY.

Improvements and Alterations. (a) Landlord's sole construction obligation under A. Except as otherwise provided in Article 8 of this Lease is set forth in the Work Letter attached hereto as Exhibit "B". (b) Tenant Lease, CAC shall not make any alterations to the building and improvements on the Premises. Approval of the repairs or replacements described in Article 8 may be conditioned upon the receipt by CITY of a set of plans and specifications for the alterations no later than 30 days prior to the scheduled construction of the alterations. CAC will indemnify, defend and hold harmless CITY for all liens, claims, or damages caused by remodeling, improvements, additions, alterations, additions and major repairs. CITY agrees, when requested by CAC, to execute and deliver any applications, consents, or other instruments required to permit CAC to do this work or to obtain permits for the work; provided, that CITY retains all rights in its governmental capacity to review and approve or deny or conditionally approve such permits. B. All alterations and improvements made to the Premises (collectively, "Alterations") without (i) shall become the prior written consent property of Landlord, CITY and (ii) compliance with such nondiscriminatory requirements concerning such Alterations as may shall remain on and be imposed by Landlord from time to time. Without limiting the foregoing, Landlord may require, at a minimum, compliance surrendered with the requirements set forth in Exhibit "C" attached hereto. All Alterations shall be made by Tenant, Premises at Tenant's sole cost and expense, and shall be diligently prosecuted to completion. The cost of any modifications of Project improvements outside or inside of the Premises required by any governmental agency as a condition or the result of Tenant's Alterations shall be borne by Tenant. Any contractor or person making such Alterations shall first be approved in writing by Landlord. Upon the expiration of earlier or sooner termination of this Lease, Landlord may elect to have Tenant either (i) surrender with the Premises including any renewals or all of Alterations as Landlordextensions. C. At least 10 days before any construction commences or materials are delivered for any repairs, Landlord shall determine (except trade fixtures not attached replacements, alterations or improvements CAC is making to the Premises), in which case, such Alterations CAC shall become give written notice to CITY as to when the property of Landlord, construction is to commence or (ii) promptly remove any or all of such Alterations designated by Landlord the materials are to be removeddelivered. CITY shall then have the right to protect CITY and CITY’s interest in making the repairs, in which casereplacements, Tenant alterations or improvements; provided, that it shall repair and restore be CAC’s duty to keep the Premises to its original condition as free and clear of the date of substantial completion of the Tenant Workall liens, reasonable wear claims, and tear excepted. (c) Tenant shall keep the Premises, the Building and the Project free from any and all liens arising out of any demands for work performed, materials furnished, or obligations incurred operations conducted on the Premises at the request of CAC. D. CAC will not at any time permit any mechanics’, laborers', or material men’s liens to stand against the Premises for any labor or material furnished to CAC or claimed to have been furnished to CAC or CAC’s agents, contractors, or sub-contractors, in connection with work of any character performed or claimed to have been performed on the Premises by or for Tenant. In at the event direction or sufferance of CAC; provided, that Tenant CAC shall not, within ten (10) days following have the imposition right to contest the validity or amount of any such lien or claimed lien, cause upon giving to CITY a letter executed by CAC assuring the same lien or claimed lien will be paid, when and to the extent that the lien is finally determined to be valid and owing. CAC’s right, however, to contest any lien shall not extend beyond the point where CITY's title to the Premises could be lost. On final determination of the lien or claim of lien, CAC will immediately pay any final judgment rendered, with all property costs and charges, and shall have the lien released or judgment satisfied at CAC’s own expense. If CAC fails to pay the judgment promptly or otherwise fails to prevent any sale, foreclosure, or forfeiture of record by payment or posting the Premises because of a bond in a form and issued by a surety acceptable to Landlordlien, Landlord then CITY shall have the right, but not the obligationupon five-days’ written notice to CAC, to cause such lien to be released by such means as it shall deem proper (including payment of pay or defense against prevent that action, and the claim giving rise to such lien); in such case, Tenant shall reimburse Landlord for all amounts so amount paid by Landlord in connection therewith, together with all of Landlord's costs and expenses, with interest thereon at the Default Rate (defined below). Such rights of Landlord CITY shall be in addition immediately due and payable to all other remedies provided herein or by lawCITY.

Improvements and Alterations. Tenant shall not make or allow to be made (a) Landlord's sole construction obligation under except as otherwise provided in this Lease is set forth or in the Work Letter attached hereto as Exhibit "B". (bAgreement) Tenant shall not make any alterationsimprovements, alterations or physical additions in or improvements to the Premises or the Building (collectively, "Alterations") without (i) first obtaining the prior written consent of Landlord, including Landlord written approval of Tenant's contractor(s) and of the plans, working drawings and specifications relating thereto; provided, however, Tenant may make non-structural Alterations to the Premises without Landlord's consent unless such Alteration involves the HVAC system, the electrical system or the telephone and telecommunication systems in the Building (iiexcept that Landlord's consent shall not be required for minor adjustments or additions to such systems which do not increase capacity or decrease efficiency or cause an increase in our insurance rates or our liability under the National Electric Code), or is for Alterations costing in excess of $10,000.00 in the aggregate. Landlord agrees to notify Tenant of its approval or disapproval of such plans for Alterations within ten (10) compliance with business days of receipt of Tenant's plans. Any disapproval notice shall include Landlord's suggestions for changes to such nondiscriminatory requirements concerning such Alterations as may be imposed plans. Approval by Landlord from time of any of Tenant's drawings, plans and specifications prepared in connection with any alterations, improvements, modifications or additions to timethe Premises or the Building which require Landlord's consent shall not constitute a representation or warranty of Landlord as to the adequacy or sufficiency of such drawings, plans and specifications, or alterations, improvements, modifications or additions to which they relate, for any use, purpose or condition, but such approval shall merely be the consent of Landlord as required hereunder. Without limiting Except as otherwise expressly provided in the foregoingWork Letter Agreement, Landlord may requireany and all furnishing, at a minimumequipping and improving of, compliance with or other Alteration and addition to the requirements set forth in Exhibit "C" attached hereto. All Alterations Premises and/or the Building shall be be: (i) made by Tenant, at Tenant's sole risk, cost and expense; (ii) performed in a prompt, good and shall be diligently prosecuted workman-like manner using materials of similar quality to completion. The cost materixxx xxxd in the Tenant Finish or otherwise existing in the Building; (iii) constructed in accordance with all plans and specifications approved in writing by Landlord, if required, prior to the commencement of any modifications such work; (iv) prosecuted diligently and continuously to completion so as to minimize interference with the performance of Project improvements outside Landlord's obligations under this Lease or inside any mortgage or ground lease covering or affecting all or any part of the Premises required by any governmental agency as a condition Building or the result of Tenant's Alterations shall be borne Land and any work being done by Tenant. Any contractor contractors engaged by Landlord with respect to or person making such Alterations shall first be in connection with the Building; and (v) performed by contractors approved in writing by Landlord. Upon the expiration Tenant shall notify Landlord upon completion of earlier termination of this Leasesuch alterations, improvements, modifications or additions and Landlord may elect to have Tenant either (i) surrender inspect same for workmanship and compliance with the Premises approved plans and specifications, if any. With respect to any or all of Alterations as Alteration which requires Landlord, Landlord shall determine (except trade fixtures not attached to the Premises), in which case, such Alterations shall become the property of Landlord, or (ii) promptly remove any or all of such Alterations designated by Landlord to be removed, in which case's consent hereunder, Tenant and its contractor shall repair and restore the Premises comply with all reasonable requirements Landlord may impose on Tenant or its contractor with respect to its original condition as of the date of substantial completion of the Tenant Work, reasonable wear and tear excepted. such work (c) Tenant shall keep the Premises, the Building and the Project free from any and all liens arising out of any work performed, materials furnished, or obligations incurred by or for Tenant. In the event that Tenant shall not, within ten (10) days following the imposition of any such lien, cause the same to be released of record by payment or posting of a bond in a form and issued by a surety acceptable to Landlord, Landlord shall have the rightincluding, but not limited to, insurance, indemnity and bonding requirements), and shall deliver to Landlord a complete copy of the obligation, "As-Built" or final plans and specifications for all Alterations or physical additions so made in or to cause such lien to be released by such means as it shall deem proper the Premises and/or the Building within sixty (including payment of or defense against 60) days after completing the claim giving rise to such lien); in such case, work. Tenant shall reimburse Landlord for all amounts so paid by Landlord in connection therewithnot place safes, together with all vaults, filing cabinets and systems, libraries or other excessively heavy furniture or equipment on the second floor of the Building without Landlord's costs and expenses, with interest thereon at the Default Rate (defined below). Such rights of Landlord shall be in addition to all other remedies provided herein or by lawprior written consent.

Improvements and Alterations. 7.1 Initial improvements to the Premises (aincluding, without limitation, the ATM) Landlord's sole construction obligation under shall be governed by the provisions of Exhibit “C” attached hereto and hereby made a part hereof (the “Work Agreement”) and the other provisions of this Lease is set forth not in the Work Letter attached hereto as Exhibit "B"conflict therewith. (b) 7.2 After completion of the initial improvements to the Premises referred to in Section 7.1 above, Tenant shall not, without the prior written consent of Landlord, not to be unreasonably withheld, make or permit to be made any alterations, additions or improvements in, on or to the Premises or the Project or any part thereof, except for interior, nonstructural alterations to the Premises not exceeding Ten Thousand Dollars ($10,000) in cumulative costs per job (inclusive of all costs for work being performed by various contractors at or about the same time). Notwithstanding any contrary provision herein, Tenant shall not, in any event, make any alterations, additions or improvements to which affect structural portions, mechanical, electrical, plumbing or fire sprinkler systems of the Building or which are visible from the exterior of the Premises (collectivelyor which interfere with or disrupt other tenants in the Building or with any work then being carried out therein by Landlord or its contractors. Any alterations, "Alterations") without (i) the prior written consent of Landlordadditions or improvements desired by Tenant shall be made at Tenant’s sole cost and expense in compliance with Section 9 below and in accordance with plans and specifications, and (ii) compliance with such nondiscriminatory requirements concerning such Alterations as may pursuant to governmental permits, reasonably approved in advance by Landlord. Any contractor selected by Tenant to make same must be imposed bondable and licensed and be reasonably approved in advance by Landlord from time and must provide insurance coverage acceptable to timeLandlord. Without limiting the foregoingSuch work shall be performed by union labor if required by applicable laws. At Landlord’s option, any alterations, additions or improvements desired by Tenant which Landlord may require, at a minimum, compliance with the requirements set forth in Exhibit "C" attached hereto. All Alterations has consented to shall be made by Landlord (or its contractors) for Tenant, at Tenant's sole cost and expense’s account, and Tenant shall be diligently prosecuted pay the cost thereof to completion. The cost of any modifications of Project improvements outside or inside of Landlord prior to Landlord’s contracting for such work; provided, however, that the Premises required bid obtained by any governmental agency as Landlord shall not exceed the lowest bona fide bid, from a condition or the result of Tenant's Alterations shall be borne contractor reasonably satisfactory to Landlord, theretofore obtained by Tenant. Any contractor or person making such Alterations shall first be approved in writing by Tenant and communicated to Landlord. Upon the expiration completion of earlier termination of this Leaseany alterations, Landlord may elect to have Tenant either (i) surrender with the Premises any additions or all of Alterations as Landlord, Landlord shall determine (except trade fixtures not attached to the Premises), in which case, such Alterations shall become the property of Landlord, or (ii) promptly remove any or all of such Alterations designated by Landlord to be removed, in which caseimprovements, Tenant shall repair furnish to Landlord a set of “as built” plans and restore the Premises to its original condition as of the date of substantial completion of the Tenant Workspecifications therefor, reasonable wear and tear excepted. (c) Tenant shall keep the Premises, the Building and the Project free from any and all liens arising out of any work performed, materials furnished, or obligations incurred by or for Tenant. In the event that Tenant shall notand, within ten (10) days following the imposition after such completion, Tenant shall cause an appropriate notice of any such lien, cause the same completion to be released of record by payment or posting of a bond duly recorded. Tenant shall cause all such alterations, additions and improvements to be completed in a form good, workmanlike, diligent, prompt and issued by expeditious manner in compliance with all applicable laws. Landlord’s approval of Tenant’s plans and specifications shall not constitute a surety acceptable representation or warranty of Landlord as to the adequacy thereof or compliance thereof with applicable laws. Tenant shall pay to Landlord, Landlord shall have the right, but not the obligation, to cause such lien to be released by such means as it shall deem proper (including payment of or defense against the claim giving rise to such lien); in such case, Tenant shall reimburse Landlord for all amounts so paid by Landlord in connection therewith, together with all of Landlord's costs and expenses, with interest thereon at the Default Rate (defined below). Such rights of Landlord shall be in addition to all reasonable out-of-pocket costs incurred by Landlord, a fee equal to the greater of $250 or ten percent (10%) of the total cost of the subject work for reviewing Tenant’s plans and specifications and Landlord’s coordination, scheduling and review of the subject work, regardless of whether Landlord or Tenant contracts for such work, and supervision and coordination by Landlord of Tenant’s contractors, not to exceed $2,500 per week while work being performed is supervised by Landlord; provided, that such supervision fee shall be waived if Tenant uses Landlord’s then designated general contractor(s). Tenant shall not be obligated to use union labor (other remedies provided herein or by lawthan Air-Tec, Landlord’s HVAC contractor) for alterations costing less than $1,000,000.00.

Improvements and Alterations. (a) Landlord's sole construction obligation under this Lease is set forth in the Work Letter attached hereto as Exhibit "B". (b) Tenant shall not make any alterations, additions or improvements to the Premises (collectively, "Alterations") without (i) Without the prior written consent of Landlord, and Tenant shall not make or permit to be made any alterations, additions or improvements in, on or to the Premises or the Project or any part thereof. Tenant shall provide Landlord with at least ten (ii10) compliance days prior notice of commencement of alterations, additions or improvements so that Landlord can post notices of nonresponsibility. Notwithstanding any contrary provisions herein, Tenant shall not, in any event, make any alterations, additional or improvements which affect structural portions of the Building or Building systems or which are visible from the exterior of the Premises or which interfere with such nondiscriminatory requirements concerning such Alterations as may be imposed or disrupt other tenants in the Building or with any work then being carried out therein by Landlord from time to timeor its contractors. Without limiting the foregoingAny alterations, Landlord may require, at a minimum, compliance with the requirements set forth in Exhibit "C" attached hereto. All Alterations additions or improvements desired by Tenant shall be made by Tenant, at Tenant's sole cost and expenseexpense in compliance with Section 10 below and in accordance with plans and specifications, and shall be diligently prosecuted pursuant to completion. The cost of any modifications of Project improvements outside or inside of the Premises required governmental permits, approved in advance by any governmental agency as a condition or the result of Tenant's Alterations shall be borne by TenantLandlord. Any contractor or person making such Alterations shall first selected by Tenant to make same must be bondable and licensed and be approved in writing advance by Landlord and must provide insurance coverage acceptable to Landlord (including, without limitation, a lien-free completion bond). At Landlord's option, any alterations, additions or improvements desired by Tenant shall be made by Landlord (or its contractors) for Tenant's account, and Tenant shall pay the cost thereof to Landlord prior to Landlord's contracting for such work; provided, however, that the bid obtained by Landlord shall not exceed the lowest bona fide bid, from a contractor reasonably satisfactory to Landlord, theretofore obtained by Tenant and communicated to Landlord. Upon the expiration completion of earlier termination of this Leaseany alterations, Landlord may elect to have Tenant either (i) surrender with the Premises any additions or all of Alterations as Landlord, Landlord shall determine (except trade fixtures not attached to the Premises), in which case, such Alterations shall become the property of Landlord, or (ii) promptly remove any or all of such Alterations designated by Landlord to be removed, in which caseimprovements, Tenant shall repair furnish to Landlord a set of "as built" plans and restore the Premises to its original condition as of the date of substantial completion of the Tenant Workspecifications therefor, reasonable wear and tear excepted. (c) Tenant shall keep the Premises, the Building and the Project free from any and all liens arising out of any work performed, materials furnished, or obligations incurred by or for Tenant. In the event that Tenant shall notand, within ten (10) days following the imposition of any such lien, cause the same to be released of record by payment or posting of a bond in a form and issued by a surety acceptable to Landlord, Landlord shall have the right, but not the obligation, to cause such lien to be released by such means as it shall deem proper (including payment of or defense against the claim giving rise to such lien); in such caseafter completion, Tenant shall reimburse Landlord for cause an appropriate notice of completion to be recorded in the Official Records of Orange County, California. Tenant shall cause all amounts so paid by Landlord such alterations, additions or improvements to be completed in connection therewithgood, together workmanlike, diligent, prompt and expeditious manner in compliance with all of applicable laws. Landlord's costs approval of Tenant's plans and expenses, with interest thereon at the Default Rate (defined below). Such rights specifications shall not constitute a representation or warranty of Landlord as to the adequacy thereof or compliance thereof with applicable laws. With respect to any alterations, conditions and/or improvements the cost of which exceeds Fifty Thousand Dollars ($50,000) in the aggregate, Tenant shall be pay to Landlord a fee equal to five percent (5%) of the total cost of the subject work in addition to all other remedies provided herein excess of Fifty Thousand Dollars ($50,000) for reviewing Tenant's plans and specifications and Landlord's coordination, scheduling and review of the subject work, regardless of whether Landlord or by lawTenant contracts for such work.

Improvements and Alterations. (a) Landlord's sole construction obligation under this Lease is set forth in Lessee shall have the Work Letter attached hereto as Exhibit "B". (b) Tenant shall not right to make any alterationsat its own expense, additions or improvements subject to the Premises (collectively, "Alterations") without (i) the prior written consent of Landlordthe Lessor, whose consent may not be unreasonably withheld, additions, alterations and (ii) compliance changes in and to the Leased Premises provided however, that no such work shall be commenced except with such nondiscriminatory requirements concerning such Alterations as may be imposed by Landlord from time to time. Without limiting the foregoing, Landlord may require, at a minimum, prior written consent of Lessor and except on compliance with the requirements set forth following conditions: a) Lessee shall furnish to Lessor plans and specifications showing in Exhibit "C" attached heretoreasonable complete detail the work proposed to be carried out and the estimated cost thereof and Lessor shall approve or reject such plans and specifications within thirty (30) days after receipt of the same. All Alterations If such plans and specifications are approved, all work shall be made carried out in compliance with the same; b) The value of the Leased Premises shall not, as a result of any work proposed to be carried out by TenantLessee, be less than the value of the Leased Premises before the commencement of such work and Lessor shall be the sole judge of such value; c) All work shall be carried out with reasonable dispatch and in a good workmanlike manner and in compliance with all applicable permits, authorizations and building and zoning by-laws and with all regulations and requirements of all competent authorities having jurisdiction over the Leased Premises; d) In all events, Lessee shall be required to use Lessor's mechanical, electrical and plumbing trades for Lessee's mechanical, electrical and plumbing requirements, which shall be coordinated by Lessor at TenantLessee's sole expense; e) The Leased Premises shall at all times be free of all conditional bills of sale, pledges, registered privileges, workmen's and suppliers' liens and other similar liens and charges. Lessor may require Lessee to furnish security satisfactory to Lessor guaranteeing the completion of the work and the payment of the cost thereof free and expenseclear of all conditional bills of sale, pledges, privileges, workmen's and suppliers' liens and other similar liens and charges, as well as for the replacement of the Leased Premises to their former state, as specified in clause 21 below; f) Lessee shall maintain Worker's Compensation insurance covering all persons employed in connection with the work and shall produce evidence of such insurance to Lessor and shall also maintain such general liability insurance for the protection of Lessor and Lessee as Lessor may require. g) All work, when completed, shall be comprised in, and form part of the Leased Premises and shall be diligently prosecuted subject to completion. The cost all the provisions of this Lease and Lessee shall not have any modifications of Project improvements outside or inside of right to claim compensation therefor and the Premises required same shall not be removed by any governmental agency as a condition or the result of Tenant's Alterations shall be borne by Tenant. Any contractor or person making such Alterations shall first be approved in writing by Landlord. Upon the expiration of earlier Lessee on termination of this Lease, Landlord may elect to have Tenant either (i) surrender with unless the Premises any Lessor requests that part or all of Alterations as Landlord, Landlord shall determine (except trade fixtures not attached to the Premises), in which case, such Alterations shall become the property of Landlord, or (ii) promptly remove any or all of such Alterations designated by Landlord to it be removed, in which case, Tenant case the Lessee shall comply and shall repair any damage related thereto or caused thereby. h) Should the Lessee, after having obtained written consent from the Lessor, effect changes in the partitions or otherwise modify the Leased Premises, and restore accordingly had to relocate or modify the Premises heating and, if applicable, the air conditioning equipment, such changes and/or modifications would have to its original condition as be effected at the sole cost and risk of the date of substantial completion of the Tenant Work, reasonable wear and tear exceptedLessee. (c) Tenant shall keep the Premises, the Building and the Project free from any and all liens arising out of any work performed, materials furnished, or obligations incurred by or for Tenant. In the event that Tenant shall not, within ten (10) days following the imposition of any such lien, cause the same to be released of record by payment or posting of a bond in a form and issued by a surety acceptable to Landlord, Landlord shall have the right, but not the obligation, to cause such lien to be released by such means as it shall deem proper (including payment of or defense against the claim giving rise to such lien); in such case, Tenant shall reimburse Landlord for all amounts so paid by Landlord in connection therewith, together with all of Landlord's costs and expenses, with interest thereon at the Default Rate (defined below). Such rights of Landlord shall be in addition to all other remedies provided herein or by law.

Improvements and Alterations. Alterations, installations, additions, and improvements ("Improvements") to the Premises shall be made only upon the written approval of Landlord, which approval shall not be unreasonably withheld. Notwithstanding the foregoing, Landlord's approval shall not be required for (a) Landlord's sole construction obligation under this Lease is set forth in the Work Letter attached hereto as Exhibit "B". any Improvements that are not of a structural nature and that cost less than $10,000 or (b) any rewiring of the building by Tenant shall not make any alterationsfor the telecommunications, additions or improvements to the Premises (collectivelye-mail, "Alterations") without (i) the prior written consent of Landlord, video and (ii) compliance with such nondiscriminatory requirements concerning such Alterations as other electrical demands it may be imposed have. Improvements by Landlord from time to time. Without limiting the foregoing, Landlord may require, at a minimum, compliance with the requirements set forth in Exhibit "C" attached hereto. All Alterations Tenant shall be made by Tenant, at Tenant's sole cost and expense, expense and shall be diligently prosecuted to completion. The cost of any modifications of Project improvements outside or inside of the Premises required by any governmental agency as a condition or the result of Tenant's Alterations shall be borne by Tenant. Any contractor or person making such Alterations shall selected by Tenant to make Improvements must first be approved in writing by Landlord. Upon All Improvements, together with all repairs required to be made by Tenant, shall be made in a good and workmanlike manner and in compliance with all governmental requirements and rating bureau recommendations, and shall be performed by competent workmen. Tenant shall obtain all necessary permits from governmental authorities and provide Landlord with copies thereof prior to commencing construction of any Improvements Tenant shall promptly repair any damage and perform any necessary cleanup to the expiration Premises resulting from any Improvements made by Tenant. AU Improvements, temporary or permanent (except trade fixtures, furniture and equipment belonging to Tenant which are removable) in or upon the Premises, whether placed there by Tenant or Landlord, shall be Landlord's property and shall remain upon the Premises (except to the extent Landlord requires such Improvements to be removed as provided in section 24), all without compensation, allowance or credit to Tenant and shall not constitute Additional Rent or payment in lieu of earlier termination Base Rent or Additional Rent. Tenant agrees not to create, incur, impose, permit or suffer to exist any lien or other obligation against the Premises or Landlord by reason of any Improvement or any repair or decoration permitted or required to be made by Tenant pursuant to this Lease, and Tenant agrees to hold Landlord may elect to have Tenant either (i) surrender with the Premises harmless from and against any or all of Alterations as Landlord, Landlord shall determine (except trade fixtures not attached to the Premises), in which case, such Alterations shall become the property of Landlord, or (ii) promptly remove any or all of such Alterations designated by Landlord to be removed, in which caselien claim. At its expense, Tenant shall repair and restore the Premises cause to its original condition as of the date of substantial completion of the Tenant Work, reasonable wear and tear excepted. (c) Tenant shall keep the Premises, the Building and the Project free from any and all liens arising out of any work performed, materials furnished, or obligations incurred by or for Tenant. In the event that Tenant shall notbe discharged, within ten (10) days following of the imposition filing thereof, any construction lien claim filed against the Premises for work claimed to have been done for, or materials claimed to have been furnished to, or on behalf of any Tenant; provided, however, that in the event of a good faith dispute by Tenant as to the validity of such lien, cause the same to be released of record by payment or posting of a bond in a form and issued by a surety acceptable to Landlord, Landlord Tenant shall have the right, but not the obligationin lieu of discharging said lien, to cause furnish Landlord within such lien ten day period, with a bond satisfactory to be released Landlord, indemnifying Landlord against loss by such means as it shall deem proper (including payment reason of or defense against the claim giving rise to any such lien); in such case, Tenant shall reimburse Landlord for all amounts so paid by Landlord in connection therewith, together with all of Landlord's costs and expenses, with interest thereon at the Default Rate (defined below). Such rights of Landlord shall be in addition to all other remedies provided herein or by law.

Improvements and Alterations. 9.1.1 Tenant, its employees, agents, licensees, or contractors shall not make or install any alterations, improvements, additions, or fixtures (acollectively, “Improvements”) that affect the exterior or interior of the Premises or any structural, mechanical, or electrical component of the Premises, or xxxx, paint, drill, or in any way deface any floors, walls, ceilings, partitions, or any wood, stone, or iron work, without Landlord's sole ’s consent, which shall not be unreasonably withheld, conditioned or delayed. Tenant shall employ all reasonably necessary design professionals, (“Architects” and/or “Engineers”) and responsible licensed California contractor(s) (“Contractor”) (subject to Landlord’s commercially reasonably approval which may be nonunion), to construct its Tenant Improvements, subject to applicable code requirements and local regulations and subject to Landlord’s consent which shall not be unreasonably withheld, conditioned, or delayed except that no such consent shall be required for Tenant to conduct minor, non-structural Improvements costing not more than $10,000. Landlord shall have the right to review and approve, which shall not be unreasonably withheld, conditioned, or delayed, all improvements made to the Premises as part of any Tenant Improvements, including being provided at no cost with proposed and final as-built detailed plans, which approval shall not be unreasonably withheld, conditioned, or delayed. Before commencing any work on the Premises and/or in or on the Building, Tenant’s contractor shall obtain construction obligation under liability insurance in a form and policy amount reasonably acceptable to Landlord and shall name Landlord as an additional insured on each applicable policy of insurance. All subcontractors retained by Tenant’s contractor shall obtain construction liability insurance naming Landlord as additional insured on each applicable policy of insurance. All subcontractors retained by Tenant’s contractor shall obtain worker’s compensation insurance consistent with the type and form of insurance required to be procured by Tenant as provided in Section 10. Additionally, at the conclusion of all Improvements made to the Premises, Tenant shall cause its Architect and Contractor to update all working drawings as necessary to reflect all changes made to the working drawings during the course of construction of Tenant’s Improvements, to certify to the best of their knowledge that the “record-set” of drawings are true and correct, which certification shall survive the expiration or termination of this Lease is Lease, and to deliver to Landlord one (1) set forth in of CAD “record-set” drawings within 90 days following issuance of a certificate of occupancy for the Work Letter attached hereto as Exhibit "B". Premises, and (b) Tenant shall not make any alterationsdeliver to Landlord a copy of all warranties, additions or improvements guaranties, and operating manuals and information relating to the improvements. 9.1.2 All Improvements to the Premises will be at Tenant’s option (collectivelysubject to Landlord’s consent as provided in this Section 9.1.1) and at Tenant’s sole cost other than Landlord’s Work described in the Special Lease Terms and as provided in Sections 9.3 and 9.4 below. Tenant will indemnify and defend Landlord for all liens, "Alterations"claims, or damages caused by such Improvements by Tenant, but not in connection with any of Landlord’s Work. Tenant will and hereby agrees to indemnify, defend (with counsel reasonably acceptable to Landlord), and hold harmless Landlord Indemnified Parties (as defined in Section 20.1 below) without from and against all liabilities, damages, claims, losses, penalties, judgments, charges, and expenses (iincluding reasonable attorneys’ fees, costs of court, and expenses necessary in the prosecution or defense of any litigation including the enforcement of this provision) arising from or in any way related to, directly or indirectly, (a) any act of negligence or failure of Tenant to comply with the prior terms of this Section of the Lease; and (b) any lien, claim, or damage caused by the Tenant Improvements, except as due to the gross negligence or willful misconduct of Landlord or its representatives. The parties agree that the obligations of this Section of the Lease shall survive the expiration or earlier termination of the Lease. 9.1.3 Tenant shall give Landlord not less than ten (10) days’ advanced written consent notice of the date of commencement of any construction work on the Premises so that Landlord can post notices of nonresponsibility. 9.1.4 Any and all Improvements effected by Tenant shall be constructed, installed or performed in a professional workmanlike manner, by licensed contractors retained by Tenant, in compliance with all applicable statutes, codes, rules and regulations, and Tenant or Tenant’s contractors shall obtain all permits and approvals of government agencies required by applicable laws in connection therewith. 9.1.5 All Improvements (except Tenant’s trade fixtures, furniture, personalty and equipment) that may be made or installed upon Premises by either Landlord or Tenant and that in any manner are attached to the floors, walls, or ceilings, shall be the property of Landlord, and (ii) compliance with such nondiscriminatory requirements concerning such Alterations as may be imposed by Landlord from time to time. Without limiting the foregoing, Landlord may requireand, at a minimum, compliance with the requirements set forth in Exhibit "C" attached hereto. All Alterations shall be made by Tenant, at Tenant's sole cost and expense, and shall be diligently prosecuted to completion. The cost of any modifications of Project improvements outside or inside of the Premises required by any governmental agency as a condition or the result of Tenant's Alterations shall be borne by Tenant. Any contractor or person making such Alterations shall first be approved in writing by Landlord. Upon the expiration of earlier termination of this Lease, Landlord may elect to have Tenant either (i) surrender shall remain upon and be surrendered with the Premises any as a part of the Premises, without disturbance or all of Alterations as injury unless Landlord, by written notice provided to Tenant at the time Landlord approves of such Improvements (which notice Landlord shall determine (except trade fixtures not attached be obligated to provide at such time), requires same to be removed or returned to their original condition prior to the PremisesImprovements (reasonable wear and tear excepted and damage due to casualty for which Landlord is responsible excepted), in which case, such Alterations shall become the property of Landlord, or (ii) promptly remove any or all of such Alterations designated by Landlord to be removed, in which case, . Tenant shall repair and any damage to the Premises occasioned by the removal of its trade fixtures. If Landlord notifies Tenant at the time that it gives its consent to any Improvements requested by Tenant that Tenant must remove such Improvements or restore the Premises to its original condition as at the end of the date of substantial completion of the Tenant Work, Term (reasonable wear and tear excepted and damage due to casualty for which Landlord is responsible excepted. (c) Tenant shall keep the Premises, the Building and the Project free from any and all liens arising out of any work performed, materials furnished, or obligations incurred by or for Tenant. In the event that Tenant shall not, within ten (10) days following the imposition of any such lien, cause the same to be released of record by payment or posting of a bond in a form and issued by a surety acceptable to Landlord, Landlord shall have the right, but not the obligation, to cause such lien to be released by such means as it shall deem proper (including payment of or defense against the claim giving rise to such lien); in such case, Tenant shall reimburse Landlord for all amounts so paid by Landlord in connection therewithremove and/or restore the same, together at Tenant’s expense, upon the termination of this Lease, and Tenant shall, forthwith and with all due diligence at Tenant’s sole cost and expense remove such Improvements, restore the Premises to their original condition (reasonable wear and tear excepted and damage due to casualty for which Landlord is responsible excepted), and repair any damage to the Premises or Building caused by such removal or restoration. Notwithstanding anything to the contrary specified herein and for the avoidance of doubt, Tenant shall not be responsible for or obligated to remove and/or restore any of Landlord's costs and expenses, with interest thereon ’s Work or any of the Initial Tenant Improvements at the Default Rate (defined below). Such rights end of Landlord shall be in addition to all other remedies provided herein or by lawthe Term.

Improvements and Alterations. (a) Landlord's sole construction obligation under this Lease is set forth in Tenant covenants and agrees that it will construct the Work Letter attached hereto as Exhibit "B". (b) Tenant shall not Facility and make any alterationsother improvements, changes, installations, renovations, additions or improvements alterations in and about the Demised Premises in accordance with the terms and provisions of the Agreement and this lease. Tenant shall provide Landlord with "as built" plans for any work completed by Tenant pursuant to this section 17. After Tenant constructs the Facility and if Tenant installs or makes any other improvements, additions, installations, renovations, changes or alterations to the Premises Demised Premises, such improvements shall be the property of Tenant as provided in section 3.2 hereof. The Facility and all other improvements, changes, additions, installations, renovations or alterations (collectively, "Alterations"including all equipment and movable trade fixtures necessary to maintain the Facility as an ongoing operating Facility) without (i) the prior written consent of shall be subject to purchase by Landlord, and (ii) compliance with such nondiscriminatory requirements concerning such Alterations as may be imposed by Landlord from time to time. Without limiting the foregoing, Landlord may require, at a minimum, compliance in accordance with the requirements set forth terms and provisions of the Agreement, subject to the lien of the mortgage, if then outstanding, in Exhibit "C" attached heretofavor of the leasehold mortgagee as contemplated by the Credit Agreement, which mortgage shall remain a lien on the Facility and any such improvements until all obligations of Tenant to such leasehold mortgagee are satisfied in full or discharged. All Alterations shall be made by TenantIf Landlord has not exercised such right to purchase, at upon Landlord's giving 6 months advance notice to Tenant before the Termination Date or upon Landlord's giving 30 days advance notice before or after Tenant's sole cost and expense, and shall be diligently prosecuted to completion. The cost of any modifications of Project improvements outside removal from or inside abandonment of the Demised Premises, whichever is applicable, Tenant shall remove forthwith the Facility and all other improvements, additions, installations, renovations, changes or alterations, level the land to grade level and thereafter pave the Demised Premises required by any governmental agency with six inches of concrete as a condition parking lot. if Tenant exercises any of its options to purchase the Demised Premises described in section 39 hereunder, any improvements, additions, alterations, installations, renovations or changes not already the result property of Tenant's Alterations shall be borne by Tenant. Any contractor or person making such Alterations shall first be approved in writing by Landlord. Upon the expiration of earlier termination of this Lease, Landlord may elect to have Tenant either (i) surrender with the Premises any or all of Alterations as Landlord, Landlord shall determine (except trade fixtures not attached to the Premises), in which case, such Alterations shall become the property of Landlord, or (ii) promptly remove any or all of such Alterations designated by Landlord to be removed, in which case, Tenant shall repair and restore upon the Premises to its original condition as closing of the date of substantial completion purchase of the Tenant Work, reasonable wear and tear exceptedDemised Premises. (c) Tenant shall keep the Premises, the Building and the Project free from any and all liens arising out of any work performed, materials furnished, or obligations incurred by or for Tenant. In the event that Tenant shall not, within ten (10) days following the imposition of any such lien, cause the same to be released of record by payment or posting of a bond in a form and issued by a surety acceptable to Landlord, Landlord shall have the right, but not the obligation, to cause such lien to be released by such means as it shall deem proper (including payment of or defense against the claim giving rise to such lien); in such case, Tenant shall reimburse Landlord for all amounts so paid by Landlord in connection therewith, together with all of Landlord's costs and expenses, with interest thereon at the Default Rate (defined below). Such rights of Landlord shall be in addition to all other remedies provided herein or by law.

Improvements and Alterations. (a) Tenant at its cost shall have the right to make, without Landlord's sole construction obligation under this Lease is set forth in the Work Letter attached hereto as Exhibit "B". (b) Tenant shall not make any alterations’s consent, additions or alterations and improvements to the Premises (collectivelypremises. In making any alterations or improvements, "Alterations") without (i) Tenant shall comply with the prior written consent following: 1. Tenant shall submit reasonably detailed final plans and specifications and working drawings of Landlordthe proposed alterations and improvements and the name of its contractor at least 30 days before the date it intends to commence the alterations. 2. The alterations shall not be commenced until 15 days after Landlord has received notice from Tenant stating the date the installation of the alterations and improvements are to commence so that Landlord can post and record an appropriate notice of nonresponsibility. 3. The alterations and improvements shall be approved by all appropriate government agencies, and (ii) compliance all applicable permits and authorizations shall be obtained before commencement of the alterations. 4. All alterations and improvements shall be completed with such nondiscriminatory requirements concerning such Alterations as may be imposed by Landlord from time to time. Without limiting the foregoing, Landlord may require, at a minimum, due diligence in compliance with the requirements set forth plans and specifications and working drawings and all applicable laws. 5. Before commencing the alterations and improvements and at all times during construction, Tenant’s contractor shall maintain insurance as herein provided. 6. If the estimated cost of the alterations and improvements exceeds $10,000, before the commencement of the alterations Tenant at its cost shall furnish to Landlord a performance and completion bond issued by an insurance company qualified to do business in Exhibit "C" attached hereto. All Alterations shall be made Nevada in a sum equal to the cost of the alterations and improvements (as determined by Tenant, at Tenant's sole cost the construction contract between Tenant and expenseits contractor) guaranteeing the completion of the alterations and improvements free and clear of all liens and other charges, and in accordance with the plans and specifications. 7. Any alterations and improvements made shall remain on and be diligently prosecuted to completion. The cost of any modifications of Project improvements outside surrendered with the premises on expiration or inside termination of the Premises required by any governmental agency as a condition or the result of Tenant's Alterations shall be borne by Tenant. Any contractor or person making such Alterations shall first be approved in writing by Landlord. Upon term, except that Landlord can elect within 90 days before the expiration of earlier the term, or within 10 days after termination of this Leasethe term, Landlord may elect to have require Tenant either (i) surrender with the Premises to remove any alterations and improvements, whether underground or all of Alterations as Landlordabove ground, Landlord shall determine (except trade fixtures not attached that Tenant has made to the Premises)premises and restore the same to their original condition as a paved, in which casestreet-level parking area. If landlord so elects, such Alterations Tenant at its cost shall become restore the property of Landlord, or (ii) promptly remove any or all of such Alterations premises to the condition designated by Landlord to be removedin its election, in which case, Tenant shall repair and restore before the Premises to its original condition as last day of the date of substantial completion of the Tenant Work, reasonable wear and tear excepted. (c) Tenant shall keep the Premises, the Building and the Project free from any and all liens arising out of any work performed, materials furnishedterm, or obligations incurred by or for Tenant. In the event that Tenant shall notwithin 30 days after notice of election is given, within ten (10) days following the imposition of any such lien, cause the same to be released of record by payment or posting of a bond in a form and issued by a surety acceptable to Landlord, Landlord shall have the right, but not the obligation, to cause such lien to be released by such means as it shall deem proper (including payment of or defense against the claim giving rise to such lien); in such case, Tenant shall reimburse Landlord for all amounts so paid by Landlord in connection therewith, together with all of Landlord's costs and expenses, with interest thereon at the Default Rate (defined below). Such rights of Landlord shall be in addition to all other remedies provided herein or by lawwhichever is later.

Improvements and Alterations. (a) Landlord's sole construction obligation under this Lease is set forth in the Work Letter attached hereto as Exhibit "B". (b) The Tenant shall not make have the right to execute any changes, alterations, additions or improvements additions, erections, leasehold improvements, repairs and installations to the Leased Premises (collectivelyhereinafter the "Work"), "Alterations") without (i) the unless it has obtained Landlord's prior written consent of Landlordconsent, and (ii) compliance with such nondiscriminatory requirements concerning such Alterations as may which will not be imposed by Landlord from time to time. Without limiting the foregoing, Landlord may require, at a minimum, compliance with the requirements set forth in Exhibit "C" attached hereto. All Alterations shall be made by Tenant, at Tenant's sole cost and expense, and shall be diligently prosecuted to completion. The cost of any modifications of Project improvements outside unreasonably withheld or inside of the Premises required by any governmental agency as a condition or the result of Tenant's Alterations shall be borne by Tenant. Any contractor or person making such Alterations shall first be approved in writing by Landlord. Upon the expiration of earlier termination of this Lease, Landlord may elect to have Tenant either (i) surrender with the Premises any or all of Alterations as Landlord, Landlord shall determine (except trade fixtures not attached to the Premises), in which case, such Alterations shall become the property of Landlord, or (ii) promptly remove any or all of such Alterations designated by Landlord to be removed, in which case, Tenant shall repair and restore the Premises to its original condition as of the date of substantial completion of the Tenant Work, reasonable wear and tear excepted. (c) Tenant shall keep the Premises, the Building and the Project free from any and all liens arising out of any work performed, materials furnished, or obligations incurred by or for Tenantdelayed. In the event that Landlord consents to such Work, then Tenant undertakes to conform to the conditions stipulated hereunder. (i) All Work shall be carried out with reasonable dispatch and in a good workmanlike manner and in compliance with all applicable permits, authorizations, building and zoning by-laws and with all regulations and requirements of all competent authorities having jurisdiction over the Leased Premises; (ii) The Property shall at all times be free of all pledges, registered privileges and any other encumbrances; (iii) If the cost of any Work shall be in excess of five thousand dollars ($5,000.00) as reasonably estimated by Landlord, [ILLEGIBLE] covering all persons employed in connection with the Work and shall produce evidence of such insurance to Landlord and Tenant shall notalso maintain such general liability insurance for the protection of Landlord and Tenant upon the terms Landlord may reasonably require, within ten (10) days following the imposition of any such lien, cause the same to be released of record by payment or posting of a bond in a form and issued by a surety acceptable to Landlord, Landlord shall have the right, but not the obligation, to cause such lien to be released by such means as it shall deem proper (including payment of or defense against the claim giving rise to such lien); in such case, well as contractor's protective liability insurance. Tenant shall reimburse Landlord for all amounts so paid by Landlord in connection therewith, together further comply with all of Landlord's the stipulations of the Article entitled "CSST" (Commission de la Sante et de la Securite au Travail du Quebec); (v) The Tenant shall promptly pay for all materials supplied and work done in respect of the Leased Premises in order to ensure that no privilege is registered against any portion of the Property. If a privilege is registered or filed, the Tenant shall forthwith discharge it at its expense, failing which the Landlord may, at its option, discharge the same by paying the amount claimed to be due into court or directly to any such privilege claimant and the amount so paid and all expenses of the Landlord including any judicial and extrajudicial costs and expenses, with interest thereon at attorney's fees incurred by the Default Rate (defined below). Such rights of Landlord shall be paid by the Tenant to the Landlord within five (5) days after demand. It is agreed and understood that no Work by or on behalf of Tenant shall be permitted which, in addition to all other remedies provided herein Landlord's reasonable judgement, may weaken or by lawendanger the structure or adversely affect the condition or operation of the Leased Premises and/or the Property or diminish the value thereof or restrict or reduce Landlord's coverage for insurance purposes.

Improvements and Alterations. That if the Lessee shall during the said term desire to affix or erect partitions, counters or fixtures in any part of the walls, floors or ceilings of the demised premises, it may do so at its own expense at any time, and from time to time, provided that the Lessee's rights to make such alterations to the demised premises shall be subject to the following conditions: (a) Landlord's sole construction obligation under this Lease is set forth That before undertaking any such alterations the Lessee shall notify the Lessor of the nature and extent of such alterations which are of structural in nature and the Work Letter attached hereto as Exhibit "B".Lessee shall submit to the Lessor a plan showing the proposed alterations and shall obtain the approval and consent of the Lessor to the same and that such approval and consent shall not be unreasonably withheld; (b) Tenant That all such alterations shall not make any alterationsconform to all buildings by-laws, additions if any, then in force affecting the demised premises and such alterations or improvements to the Premises (collectively, "Alterations") without (i) the prior written consent of Landlord, and (ii) compliance with such nondiscriminatory requirements concerning such Alterations as may be imposed by Landlord from time to time. Without limiting the foregoing, Landlord may require, at a minimum, compliance with the requirements set forth in Exhibit "C" attached hereto. All Alterations shall be made by Tenant, at Tenant's sole cost completed in a good and expense, and shall workmanlike manner; (c) That such alterations will not be diligently prosecuted of such kind or extent as to completion. The cost of in any modifications of Project improvements outside or inside manner weaken the structure of the Premises required by any governmental agency as a condition building after the alterations are completed or reduce the result value of Tenant's Alterations shall be borne by Tenant. Any contractor or person making such Alterations shall first be approved in writing by Landlord. Upon the building; That at the expiration of earlier termination the term of this Lease, provided that the Lessee is not in default hereunder, the Lessee, at the option of the Lessor acting reasonably shall remove all such alterations and improvements provided that in each instance such removal shall be attended to in a good and workmanlike manner and any damage to the demised premises occasioned thereby shall be promptly repaired by the Lessee at its own expense. Should the Lessee not repair any removal of alterations or improvements, the Landlord may elect to have Tenant either (i) surrender with the Premises any or all of Alterations as Landlord, Landlord shall determine (except trade fixtures not attached effect such repairs and charge to the Premises), in which case, such Alterations shall become the property of Landlord, or (ii) promptly remove any or all of such Alterations designated by Landlord to be removed, in which case, Tenant shall repair and restore the Premises to its original condition as of the date of substantial completion of the Tenant Work, reasonable wear and tear excepted. (c) Tenant shall keep the Premises, the Building and the Project free from any and all liens arising out of any work performed, materials furnished, or obligations costs incurred by or for Tenant. In the event that Tenant shall not, within ten (10) days following the imposition of any such lien, cause the same to be released of record by payment or posting of a bond in a form and issued by a surety acceptable to Landlord, Landlord shall have the right, but not the obligation, to cause such lien to be released by such means as it shall deem proper (including payment of or defense against the claim giving rise to such lien); in such case, Tenant shall reimburse Landlord for all amounts so paid by Landlord in connection therewithdoing so. This requirement shall not include those initial alterations and improvements made to the two storey office portion of the building on both the first and second floors designated F to K and 1X to 4X in accordance with drawing number A2 project A-85-140F prepared by Deacon Xxxxxx Xxxxxx and Xxxxxx dated February 14, together with all of Landlord's costs and expenses, with interest thereon at the Default Rate (defined below). Such rights of Landlord shall be in addition to all other remedies provided herein or by law1989.

Improvements and Alterations. (a) Landlord's sole construction obligation under this Lease is set forth in the Work Letter attached hereto as Exhibit "B". (b) Tenant shall not make or allow to be made (except as otherwise provided in this Lease) any alterationsimprovements, alterations or physical additions (including fixtures) in or improvements to the Premises (collectivelyor the Project, "Alterations") without (i) first obtaining the prior written consent of Landlord, including Landlord’s written approval of Tenant’s contractor(s) and of the plans, working drawings and specifications relating thereto, which consent shall not be unreasonably withheld, conditioned or delayed, so long as such improvements, alterations or physical additions do not affect the Building’s structure or the mechanical, electrical or plumbing components of the Building. If Landlord does not respond in writing with reasonable specificity to Tenant’s request for approval of plans and specifications within ten (ii10) compliance with such nondiscriminatory requirements concerning such Alterations as may business days after submission of Tenant’s plans, Landlord’s approval therefor shall be imposed deemed granted. Approval by Landlord from time of any of Tenant’s drawings and plans and specifications prepared in connection with any alterations, improvements, modifications or additions to timethe Premises or the Project shall not constitute a representation or warranty of Landlord as to the adequacy or sufficiency of such drawings, plans and specifications, or alterations, improvements, modifications or additions to which they relate, for any use, purpose or conditions, but such approval shall merely be the consent of Landlord as required hereunder. Without limiting Any and all furnishing, equipping and improving of or other alteration and addition to the foregoing, Landlord may require, at a minimum, compliance with the requirements set forth in Exhibit "C" attached hereto. All Alterations Premises shall be be: (i) made by Tenant, at Tenant's ’s sole cost cost, risk and expense, and Tenant shall be diligently prosecuted pay for Landlord’s actual out-of-pocket third-party costs incurred in connection with and as a result of such alterations or additions; (ii) performed in a prompt good and workmanlike manner with labor and materials of such quality as Landlord may reasonably require; (iii) constructed substantially in accordance with all plans and specifications approved in writing by Landlord prior to completion. The cost the commencement of any modifications such work; (iv) prosecuted diligently and continuously to completion so as to minimize interference with the normal business operations of Project improvements outside other tenants in the Building, the performance of Landlord’s obligations under this Lease or inside any mortgage or ground lease covering or affecting all or any part of the Premises required by any governmental agency as a condition Building or the result of Tenant's Alterations shall be borne Land and any work being done by Tenant. Any contractor contractors engaged by Landlord with respect to or person making such Alterations shall first be in connection with the Building; and (v) performed by contractors approved in writing by Landlord. Upon Tenant shall have no (and hereby waives all) rights to payment or compensation for any such item. Tenant shall notify Landlord upon completion of such alterations, improvements, modifications or additions and Landlord shall inspect same for workmanship and compliance with the expiration approved plans and specifications. Notwithstanding the foregoing, Tenant shall have the right to make or allow to be made any interior, non‑structural, non-MEP (mechanical, electrical, plumbing) alterations (decorative or cosmetic in nature) without the prior consent of earlier termination of this Lease, Landlord may elect to have Tenant either so long as (i) surrender with the Premises any or all such alterations do not cost in excess of Alterations as Landlord, Landlord shall determine (except trade fixtures not attached to the Premises), in which case, such Alterations shall become the property of Landlord, or $10,000.00; (ii) promptly remove do not require any Building electrical, plumbing or all of such Alterations designated by Landlord to be removed, in which case, Tenant shall repair and restore the Premises to its original condition as of the date of substantial completion of the Tenant Work, reasonable wear and tear excepted. other permit; (ciii) Tenant shall keep the Premises, the Building and the Project free from any and all liens arising out notifies Landlord in writing of any its intention to do such work performed, materials furnished, or obligations incurred by or for Tenant. In the event that Tenant shall not, within at least ten (10) days following prior to the imposition initiation of any such lien, cause work; and (iv) Tenant provides to Landlord a list of the same contractors and subcontractors who will require access to be released of record by payment the Building. Tenant and its contractors shall comply with all reasonable requirements Landlord may impose on Tenant or posting of a bond in a form and issued by a surety acceptable its contractors with respect to Landlord, Landlord shall have the right, such work (including but not limited to, insurance, indemnity and bonding requirements), and shall deliver to Landlord a complete copy of the obligation, “as-built” or final plans and specifications for all alterations or physical additions so made in or to cause such lien to be released by such means as it shall deem proper the Premises within thirty (including payment 30) days of or defense against completing the claim giving rise to such lien); in such case, work. Tenant shall reimburse Landlord for all amounts so paid by Landlord in connection therewithnot place safes, together with all of vaults, filing cabinets or systems, libraries or other heavy furniture or equipment within the Premises without Landlord's costs and expenses, with interest thereon at the Default Rate (defined below). Such rights of Landlord shall be in addition to all other remedies provided herein or by law’s prior written consent.

Improvements and Alterations. (a) Landlord shall deliver the Premises to Tenant, and Tenant agrees to accept the Premises from Landlord in its existing “AS-IS”, “WHERE-IS” and “WITH ALL FAULTS” condition, and Landlord shall have no obligation to refurbish or otherwise improve the Premises throughout the Lease Term; provided, however, and notwithstanding the foregoing to the contrary, Landlord shall, at Landlord's ’s expense, remove the prior tenant’s name on the entry glass and install new Building standard carpet and paint (colors to be selected by Tenant) the Premises using Building standard paint, at Landlord’s sole construction obligation under this Lease is set forth cost and expense (“Landlord’s Work”). Landlord shall also, at Tenant’s sole cost and expense, install Tenant’s name on such glass (using materials supplied by Tenant and approved in the Work Letter attached hereto as Exhibit "B"advance by Landlord). (b) Tenant shall not make any Any alterations, additions additions, or improvements made by or on behalf of Tenant to the Premises (collectively, "“Alterations"”) without shall be subject to Landlord’s prior written consent and Alterations may to the extent necessary include installation of equipment and cabling in the Installation Areas. Landlord’s consent shall not be unreasonably withheld with respect to proposed Alterations that (i) comply with all applicable Laws; (ii) are compatible with the prior written consent Building and its mechanical, electrical, HVAC and life safety systems; (iii) will not interfere with the use and occupancy of any other portion of the Building by any other tenant or their invitees; (iv) do not affect the structural portions of the Building; and, (v) do not and will not, whether alone or taken together with other improvements, require the construction of any other improvements or alterations within the Building. Tenant shall cause, at its sole cost and expense, all Alterations to comply with insurance requirements and with Laws and shall construct, at its sole cost and expense, any alteration or modification required by Laws as a result of any Alterations. All Alterations shall be constructed at Tenant’s sole cost and expense, in a first class and good and workmanlike manner by contractors reasonably acceptable to Landlord and only good grades of materials shall be used. All plans and specifications for any Alterations shall be submitted to Landlord for its approval. Landlord may monitor construction of the Alterations and Tenant shall reimburse Landlord for any costs incurred by Landlord in monitoring such construction. Without limiting the generality of the foregoing, Tenant shall pay to Landlord, within ten (10) business days after completion of any Alterations, the actual, reasonable costs incurred by Landlord for services rendered by Landlord’s management personnel and engineers to coordinate and/or supervise any of the Alterations to the extent such services are provided in excess of or after the normal on-site hours of such engineers and management personnel. Landlord’s right to review plans and specifications and to monitor construction shall be solely for its own benefit, and Landlord shall have no duty to see that such plans and specifications or construction comply with applicable laws, codes, rules and regulations. Without limiting the other grounds upon which Landlord may refuse to approve any contractor or subcontractor, Landlord may take into account the desirability of maintaining harmonious labor relations at the Building. Landlord may also require that all life safety related work and all mechanical, electrical, plumbing and roof related work be performed by contractors designated by Landlord. Landlord shall have the right, in its sole discretion, to instruct Tenant to remove those improvements or Alterations from the Premises and the Installation Areas which (i) were not approved in advance by Landlord, and (ii) compliance were not built in conformance with such nondiscriminatory requirements concerning such Alterations as may be imposed the plans and specifications approved by Landlord from time to timeLandlord. Without limiting the foregoingIn addition, Landlord may require, at a minimum, compliance with specify during its review of plans and specifications for Alterations those Alterations which Landlord will require Tenant to remove upon the requirements expiration of this Lease. Except as set forth in Exhibit "C" attached hereto. All Alterations the preceding sentence, Tenant shall not be made by Tenant, at Tenant's sole cost and expense, and shall be diligently prosecuted obligated to completion. The cost of any modifications of Project improvements outside or inside of the Premises required by any governmental agency as a condition or the result of Tenant's Alterations shall be borne by Tenant. Any contractor or person making remove such Alterations shall first be approved in writing by Landlord. Upon at the expiration of earlier this Lease. Landlord shall not unreasonably withhold or delay its approval of improvements or Alterations that Landlord requires Tenant to remove at the expiration of the Lease, but may require additional security from Tenant with respect thereto. If upon the termination of this Lease, Lease Landlord may elect requires Tenant to have Tenant either (i) surrender with the Premises any or all of Alterations as Landlord, Landlord shall determine (except trade fixtures not attached to the Premises), in which case, such Alterations shall become the property of Landlord, or (ii) promptly remove any or all of such Alterations designated by Landlord to be removedfrom the Premises and the Installation Areas, in which casethen Tenant, at Tenant’s sole cost and expense, shall promptly remove such Alterations and improvements and Tenant shall repair and restore the Premises and the Installation Areas to its their original condition as of the date of substantial completion of the Tenant WorkCommencement Date, reasonable wear and tear excepted. Any Alterations remaining in the Premises or the Installation Areas following the expiration of the Lease Term or following the surrender of the Premises from Tenant to Landlord, shall become the property of Landlord unless Landlord notifies Tenant otherwise. Tenant shall provide Landlord with the identities and mailing addresses of all persons performing work or supplying materials, prior to beginning such construction, and Landlord may post on and about the Premises notices of non-responsibility pursuant to applicable law. Tenant shall assure payment for the completion of all work free and clear of liens and shall provide certificates of insurance for worker’s compensation and other coverage in amounts and from an insurance company reasonably satisfactory to Landlord protecting Landlord against liability for bodily injury or property damage during construction. Upon completion of any Alterations and upon Landlord’s reasonable request, Tenant shall deliver to Landlord sworn statements setting forth the names of all contractors and subcontractors who did work on the Alterations and final lien waivers from all such contractors and subcontractors. Additionally, upon completion of any Alteration which requires the filing of plans with the designated office of the Commonwealth of Massachusetts or the City of Boston to allow Tenant to lawfully construct such Alterations, Tenant shall provide Landlord, at Tenant’s expense, with a complete set of plans in reproducible form and specifications reflecting the actual conditions of the Alterations, together with a copy of such plans on diskette in the AutoCAD format or such other format as may then be in common use for computer assisted design purposes. Tenant shall pay to Landlord, as additional rent, the reasonable costs of Landlord’s engineers and other consultants (but not Landlord’s on-site management personnel) for review of all plans, specifications and working drawings for the Alterations and for the incorporation of such Alterations in the Landlord’s master Building drawings, within ten (10) business days after Tenant’s receipt of invoices either from Landlord or such consultants together with (in any event) an administrative charge of five percent (5%) of the actual costs of such work. (c) Tenant shall keep the Premises, the Building and the Project Land free from any and all liens arising out of any Alterations, work performed, materials furnished, or obligations incurred by or for Tenant. In the event that Tenant shall not, within ten (10) days following the imposition of any such lien, cause the same to be released of record by payment or posting of a bond in a form and issued by a surety acceptable to Landlord, Landlord shall have the right, but not the obligation, to cause such lien to be released by such means as it shall deem proper (including payment of or defense against the claim giving rise to such lien); in such case, Tenant shall reimburse Landlord for all amounts so paid by Landlord in connection therewith, together with all of Landlord's ’s costs and expenses, with interest thereon at the Default Rate (defined below)) and Tenant shall indemnify and defend each and all of the Landlord Indemnitees (defined below) against any damages, losses or costs arising out of any such claim. Tenant’s indemnification of Landlord contained in this Paragraph shall survive the expiration or earlier termination of this Lease. Such rights of Landlord shall be in addition to all other remedies provided herein or by law. (d) NOTICE IS HEREBY GIVEN THAT LANDLORD SHALL NOT BE LIABLE FOR ANY LABOR, SERVICES OR MATERIALS FURNISHED OR TO BE FURNISHED TO TENANT, OR TO ANYONE HOLDING THE PREMISES THROUGH OR UNDER TENANT, AND THAT NO MECHANICS’ OR OTHER LIENS FOR ANY SUCH LABOR, SERVICES OR MATERIALS SHALL ATTACH TO OR AFFECT THE INTEREST OF LANDLORD IN THE PREMISES.

Improvements and Alterations. (a) Landlord shall deliver the Premises to Tenant, and Tenant agrees to accept the Premises from Landlord in its existing “AS-IS”, “WHERE-IS” and “WITH ALL FAULTS” condition, and Landlord shall have no obligation to refurbish or otherwise improve the Premises throughout the Lease Term; provided, however, and notwithstanding the foregoing to the contrary, Landlord's ’s sole construction obligation under this Lease is set forth in the Work Letter attached hereto as Exhibit "B".B. (b) Tenant shall not make any Any alterations, additions additions, or improvements made by or on behalf of Tenant to the Premises (collectively“Alterations”) in excess of $10,000 in cost shall be subject to Landlord’s prior written consent. The foregoing notwithstanding, "Alterations") without the Landlord hereby consents to: (i) any cosmetic alterations (such as painting, carpeting or installation of wall paper) made from time to time by Tenant in and to the prior written consent of Landlord, Premises; and (ii) compliance any security systems installed by Tenant in the Premises. Landlord’s consent shall not be unreasonably withheld, conditioned or delayed with such nondiscriminatory requirements concerning such respect to proposed Alterations as may be imposed that (i) comply with all applicable laws, ordinances, rules and regulations; (ii) are compatible with the Building and its mechanical, electrical, HVAC and life safety systems; (iii) will not interfere with the use and occupancy of any other portion of the Building by Landlord from time any other tenant or their invitees; (iv) do not affect the structural portions of the Building or require capital alterations to timeany other portions of the Building and/or the Project; and, (v) do not and will not, whether alone or taken together with other improvements, require the construction of any other improvements or alterations within the Building. Without limiting the foregoing, Landlord may requireTenant shall cause, at its sole cost and expense, all Alterations to comply with insurance requirements and with Laws and shall construct, at its sole cost and expense, any alteration or modification required by Laws as a minimum, compliance with the requirements set forth in Exhibit "C" attached heretoresult of any Alterations. All Alterations shall be made by Tenant, constructed at Tenant's ’s sole cost and expense, in a first class and good and workmanlike manner by contractors reasonably acceptable to Landlord and only good grades of materials shall be diligently prosecuted used. All plans and specifications for any Alterations in excess of $10,000 in cost shall be submitted to completionLandlord for its approval. The cost of any modifications of Project improvements outside or inside Landlord may monitor construction of the Premises required Alterations in excess of $10,000 in cost and Tenant shall reimburse Landlord for the reasonable costs incurred by any governmental agency as Landlord in monitoring such construction, provided that Landlord provides Tenant with a condition or reasonable estimation of the result of Tenant's Alterations costs to be incurred in advance. Landlord’s right to review plans and specifications and to monitor construction shall be borne solely for its own benefit, and Landlord shall have no duty to see that such plans and specifications or construction comply with applicable laws, codes, rules and regulations. Landlord may also require that all life safety related work and all mechanical, electrical, plumbing and roof related work be performed by Tenant. Any contractor or person making such Alterations shall first be approved in writing contractors designated by Landlord. Upon Landlord shall have the expiration of earlier termination of this Leaseright, Landlord may elect in its sole discretion, to have instruct Tenant either to remove those improvements or Alterations from the Premises which (i) surrender were not approved in advance by Landlord, (ii) were not built in conformance with the Premises any or all of Alterations as Landlord, Landlord shall determine (except trade fixtures not attached to the Premises), in which case, such Alterations shall become the property of plans and specifications approved by Landlord, or (iiiii) Landlord specified during its review of plans and specifications for Alterations would need to be removed by Tenant upon the expiration of this Lease (all of (i) through (iii) being “Removable Alterations”). Except for Removable Alterations, Tenant shall not be obligated to remove Alterations at the expiration of this Lease. If upon the termination of this Lease Landlord requires Tenant to remove any Removable Alterations from the Premises, then Tenant, at Tenant’s sole cost and expense, shall promptly remove any or all of such Removable Alterations designated by Landlord to be removed, in which case, and Tenant shall repair and restore the Premises to its original condition as of the date of substantial completion of the Tenant WorkCommencement Date, except for reasonable wear and tear exceptedand any Alterations that are permitted to remain on the Premises. Any Alterations remaining in the Premises following the expiration of the Lease Term or following the surrender of the Premises from Tenant to Landlord, shall become the property of Landlord unless Landlord notifies Tenant otherwise. In connection with the Alterations, Tenant shall provide Landlord with the identities and mailing addresses of all persons performing work or supplying materials, prior to beginning such construction, and Landlord may post on and about the Premises notices of non-responsibility pursuant to applicable law. In connection with the Alterations, Tenant shall assure payment for the completion of all work free and clear of liens and shall provide certificates of insurance for worker’s compensation and other coverage in amounts and from an insurance company reasonably satisfactory to Landlord protecting Landlord against liability for bodily injury or property damage during construction. Upon completion of any Alterations and upon Landlord’s reasonable request, Tenant shall deliver to Landlord sworn statements setting forth the names of all contractors and subcontractors who did work on the Alterations and final lien waivers from all such contractors and subcontractors. Additionally, upon completion of any Alteration, Tenant shall provide Landlord, at Tenant’s expense, with a complete set of plans in reproducible form and specifications reflecting the actual conditions of the Alterations, together with a copy of such plans on diskette in the AutoCAD format or such other format as may then be in common use for computer assisted design purposes. Tenant shall pay to Landlord, within ten (10) business days after completion of any Alterations, the actual, reasonable costs incurred by Landlord for services rendered by Landlord’s management personnel and engineers to coordinate and/or supervise any of the Alterations to the extent such services are provided in excess of or after the normal on-site hours of such engineers and management personnel, provided that Landlord has provided Tenant with a reasonable estimation of such costs in advance. (c) Tenant shall keep the Premises, the Building and the Project free from any and all liens arising out of any Alterations, work performed, materials furnished, or obligations incurred by or for Tenant. In the event that If Tenant shall has not, within ten (10) days following the imposition of any such lien, cause the same to be released of record by payment or posting of a bond in a form and issued by a surety acceptable to Landlord, Landlord shall have the right, but not the obligation, to cause such lien to be released by such means as it shall deem proper (including payment of or defense against the claim giving rise to such lien); in such case, Tenant shall reimburse Landlord for all amounts so paid by Landlord in connection therewith, together with all of Landlord's ’s costs and expenses, with interest thereon at the Default Rate (defined below)) and Tenant shall indemnify and defend each and all of the Landlord Indemnitees (defined below) against any damages, losses or costs arising out of any such claim. Tenant’s indemnification of Landlord contained in this Paragraph shall survive the expiration or earlier termination of this Lease. Such rights of Landlord shall be in addition to all other remedies provided herein or by law. (d) NOTICE IS HEREBY GIVEN THAT LANDLORD SHALL NOT BE LIABLE FOR ANY LABOR, SERVICES OR MATERIALS FURNISHED OR TO BE FURNISHED TO TENANT, OR TO ANYONE HOLDING THE PREMISES THROUGH OR UNDER TENANT, AND THAT NO MECHANICS’ OR OTHER LIENS FOR ANY SUCH LABOR, SERVICES OR MATERIALS SHALL ATTACH TO OR AFFECT THE INTEREST OF LANDLORD IN THE PREMISES, EXCEPT FOR TENANT IMPROVEMENTS CONDUCTED BY THE LANDLORD PURSUANT TO THE WORK LETTER ATTACHED AS EXHIBIT B HERETO.

Improvements and Alterations. (a) Landlord's Landlord covenants that it shall deliver sole construction obligation under this Lease is set forth in and vacant possession of the Work Letter attached hereto as Exhibit "B". (b) Tenant shall not make any alterations, additions or improvements Property to the Premises (collectively, "Alterations") without (i) the prior written consent of Landlord, and (ii) compliance with such nondiscriminatory requirements concerning such Alterations as may be imposed by Landlord from time to time. Without limiting the foregoing, Landlord may require, at a minimum, compliance with the requirements set forth in Exhibit "C" attached hereto. All Alterations shall be made by Tenant, at Tenant's sole cost free and expense, clear of all tenancies and shall be diligently prosecuted to completion. The cost of any modifications of Project improvements outside or inside of the Premises required by any governmental agency as a condition or the result of Tenant's Alterations shall be borne by Tenant. Any contractor or person making such Alterations shall first be approved parties in writing by Landlord. Upon the expiration of earlier termination of this Lease, Landlord may elect to have Tenant either (i) surrender with the Premises any or all of Alterations as Landlord, Landlord shall determine (except trade fixtures not attached to the Premises), in which case, such Alterations shall become the property of Landlord, or (ii) promptly remove any or all of such Alterations designated by Landlord to be removed, in which case, Tenant shall repair and restore the Premises to its original condition as of the date of substantial completion of the Tenant Work, reasonable wear and tear excepted. (c) Tenant shall keep the Premises, the Building and the Project free from any and all liens arising out of any work performed, materials furnished, or obligations incurred by or for Tenant. In the event that Tenant shall not, possession within ten (10) days following after Tenant notifies Landlord that all conditions precedent of this Lease have been satisfied. In the imposition of any event Landlord fails to deliver vacant possession to Tenant on a timely basis, Tenant, at its option, may take such lienaction as may be necessary to obtain such vacant possession and the costs therefor shall be deducted from Tenant's Rent, cause or Tenant may terminate this Lease and thereafter the same to parties shall be released from further liability and this Lease shall be null, void and of record no effect. (b) After delivery of Vacant Possession, Tenant shall be responsible, at Tenant's expense, for the renovation of the 3 story portion of the existing building and demolition and removal of the one story addition to that building and/or other improvements on the Property (including pavement, if any) in accordance and in compliance with all local, state and federal building, demolition, environmental codes, laws and ordinances and the site plan approval by payment or posting of a bond in a form Landlord on , 2015. (c) From and issued by a surety acceptable to Landlordafter the Effective Date, Landlord Tenant shall have the rightright from time to time to construct a building and/or other improvements upon the Property and to alter, renovate, add, remodel, modify, or change the building and/or other improvements upon the Property as Tenant may deem desirable and in accordance with Landlords ordinances. Specifically, Tenant may only demolish the one-story building upon the Property. The three-story building shall not be demolished but will be substantially renovated and rehabbed in accordance with the rehabilitation standards for historic rehabilitation tax credits. The building and/or other improvements upon the Property shall be and remain the property of Tenant during the Term and any Extensions of the Lease. Tenant shall not remove the obligation, to cause building or other improvements upon the Property and after the expiration of such lien period shall be deemed to be released by such means as it an abandonment thereof, whereby title shall deem proper (including payment of or defense against become vested in the claim giving rise to such lien); in such case, Tenant shall reimburse Landlord for all amounts so paid by Landlord in connection therewith, together with all of Landlord's costs and expenses, with interest thereon at the Default Rate (defined below). Such rights of Landlord shall be in addition to all other remedies provided herein or by law.

Improvements and Alterations. (a) Landlord shall deliver the Premises to Tenant, and Tenant agrees to accept the Premises from Landlord in its existing “AS-IS”, “WHERE-IS” and “WITH ALL FAULTS” condition, except for latent defects, Hazardous Materials and work required to be done by Landlord and Landlord shall have no obligation to refurbish or otherwise improve the Premises throughout the Lease Term; provided, however, and notwithstanding the foregoing to the contrary, Landlord's ’s sole construction obligation under this Lease is set forth in the Work Letter attached hereto as Exhibit "B".B. (b) Any alterations, additions, or improvements made by or on behalf of Tenant to the Premises (“Alterations”) shall be subject to Landlord’s prior written consent, which consent shall not be unreasonably denied, conditioned or delayed. Landlord’s consent shall not be unreasonably withheld with respect to proposed Alterations that (i) comply with all applicable laws, ordinances, rules and regulations; (ii) are compatible with the Building and its mechanical, electrical, HVAC and life safety systems; (iii) will not interfere with the use and occupancy of any other portion of the Building by any other tenant or their invitees; (iv) do not affect the structural portions of the Building; and, (v) do not and will not, whether alone or taken together with other improvements, require the construction of any other improvements or alterations within the Building; provided that Landlord's consent and approval shall not be required with regard to interior and non-structural changes that do not materially affect the electrical, plumbing, HVAC, sprinkler or alarm systems of the Premises, such as the installation of unattached, moveable trade fixtures, which may be installed without drilling, cutting or otherwise defacing the Premises, and any furnishings, equipment, medical records, drugs, supplies, decorations and other similar personal property. Notwithstanding the foregoing to the contrary, Tenant shall not make (i) any structural alterations, improvements or additions to the Premises, or (ii) any alterations, improvements or additions or improvements to the Premises which (collectivelya) will adversely impact the Building’s mechanical, "Alterations"electrical or heating, ventilation or air conditioning systems, or (b) without will adversely impact the structure of the Building, or (ic) are visible from the exterior of the Premises, or (d) which will result in the penetration or puncturing of the roof or floor, without, in each case, first obtaining Landlord’s prior written consent of Landlord, and (ii) compliance with such nondiscriminatory requirements concerning or approval to such Alterations as may (which consent or approval shall be imposed by Landlord from time to timein the Landlord’s sole and absolute discretion). Without limiting the foregoing, Landlord may requireTenant shall cause, at its sole cost and expense, all Alterations to comply with insurance requirements and with Laws and shall construct, at its sole cost and expense, any alteration or modification required by Laws as a minimum, compliance with the requirements set forth in Exhibit "C" attached heretoresult of any Alterations. All Alterations shall be made by Tenant, constructed at Tenant's ’s sole cost and expense, expense and in a good and workmanlike manner by contractors reasonably acceptable to Landlord and only good grades of materials shall be diligently prosecuted to completionused. The cost of All plans and specifications for any modifications of Project improvements outside or inside of the Premises required by any governmental agency as a condition or the result of Tenant's Alterations shall be borne submitted to Landlord for its approval. Landlord may monitor construction of the Alterations. Tenant shall reimburse Landlord for all reasonable out-of-pocket sums, if any, paid by Landlord for third party examination of Tenant’s plans and specifications for any Alterations. Any In addition, Tenant shall be obligated to pay Landlord a coordination fee equal to five percent (5%) of the actual costs of any of such Alterations, which coordination fee shall be paid to Landlord promptly following the completion of the construction of the Alterations. Landlord’s right to review plans and specifications and to monitor construction shall be solely for its own benefit, and Landlord shall have no duty to see that such plans and specifications or construction comply with applicable laws, codes, rules and regulations. Without limiting the other grounds upon which Landlord may refuse to approve any contractor or person making such Alterations shall first subcontractor, Landlord may take into account the desirability of maintaining harmonious labor relations at the Project. Landlord may also require that all life safety related work and all mechanical, electrical, plumbing and roof related work be approved in writing performed by contractors designated by Landlord. Upon Landlord shall have the right, in its sole discretion, to instruct Tenant to remove those improvements or Alterations from the Premises which (i) were not approved in advance by Landlord, (ii) were not built in conformance with the plans and specifications approved by Landlord, or (iii) Landlord specified during its review of plans and specifications for Alterations would need to be removed by Tenant upon the expiration of or earlier termination of this Lease; provided, however, that in no event shall Tenant be required to remove the Tenant Improvements upon the expiration of the Lease Term. Except as set forth in the proceeding sentence, Tenant shall not be obligated to remove such Alterations at the expiration of this Lease. Landlord shall not unreasonably withhold or delay its approval with respect to what improvements or Alterations Landlord may elect require Tenant to have remove at the expiration of the Lease. If upon the termination of this Lease Landlord requires Tenant either (i) surrender with the Premises any or all of Alterations as Landlord, Landlord shall determine (except trade fixtures not attached to the Premises), in which case, such Alterations shall become the property of Landlord, or (ii) promptly remove any or all of such Alterations designated by Landlord to be removedfrom the Premises, in which casethen Tenant, at Tenant’s sole cost and expense, shall promptly remove such Alterations and improvements and Tenant shall repair and restore the Premises to its original condition as of the date of substantial completion of the Tenant WorkCommencement Date, reasonable wear and tear excepted. Any Alterations remaining in the Premises following the expiration of the Lease Term or following the surrender of the Premises from Tenant to Landlord, shall become the property of Landlord unless Landlord notifies Tenant otherwise. Tenant shall provide Landlord with the identities and mailing addresses of all persons performing work or supplying materials, prior to beginning such construction, and Landlord may post on and about the Premises notices of non-responsibility pursuant to applicable law. Tenant shall assure payment for the completion of all work free and clear of liens and shall provide certificates of insurance for worker’s compensation and other coverage in amounts and from an insurance company reasonably satisfactory to Landlord protecting Landlord against liability for bodily injury or property damage during construction. Upon completion of any Alterations and upon Landlord’s reasonable request, Tenant shall deliver to Landlord sworn statements setting forth the names of all contractors and subcontractors who did work on the Alterations and final lien waivers from all such contractors and subcontractors. (c) Tenant shall keep the Premises, the Building and the Project free from any and all liens arising out of any Alterations, work performed, materials furnished, or obligations incurred by or for Tenant. In the event that Tenant shall not, within ten twenty (1020) days following the imposition of any such lien, cause the same to be released of record by payment or posting of a bond in a form and issued by a surety acceptable to Landlord, Landlord shall have the right, but not the obligation, to cause such lien to be released by such means as it shall deem proper (including payment of or defense against the claim giving rise to such lien); in such case, Tenant shall reimburse Landlord for all amounts so paid by Landlord in connection therewith, together with all of Landlord's ’s costs and expenses, with interest thereon at the Default Rate (defined below)) and Tenant shall indemnify and defend each and all of the Landlord Indemnitees (defined below) against any damages, losses or costs arising out of any such claim. Tenant’s indemnification of Landlord contained in this Paragraph shall survive the expiration or earlier termination of this Lease. Such rights of Landlord shall be in addition to all other remedies provided herein or by law. (d) NOTICE IS HEREBY GIVEN THAT LANDLORD SHALL NOT BE LIABLE FOR ANY LABOR, SERVICES OR MATERIALS FURNISHED OR TO BE FURNISHED TO TENANT, OR TO ANYONE HOLDING THE PREMISES THROUGH OR UNDER TENANT, AND THAT NO MECHANICS’ OR OTHER LIENS FOR ANY SUCH LABOR, SERVICES OR MATERIALS SHALL ATTACH TO OR AFFECT THE INTEREST OF LANDLORD IN THE PREMISES.

Improvements and Alterations. (a) Landlord's sole construction obligation under this Lease is set forth in At the Work Letter attached hereto as Exhibit "B". (b) Tenant shall not make any alterations, additions or improvements to the Premises (collectively, "Alterations") without (i) the prior written consent of Landlord, and (ii) compliance with such nondiscriminatory requirements concerning such Alterations as may be imposed by Landlord from time to time. Without limiting the foregoing, Landlord may require, at a minimum, compliance with the requirements set forth in Exhibit "C" attached hereto. All Alterations shall be made by Tenant, at Tenant's sole cost and expense, and shall be diligently prosecuted to completion. The cost of any modifications of Project improvements outside or inside end of the Premises required by any governmental agency as a condition or the result of Tenant's Alterations shall be borne by Tenant. Any contractor or person making such Alterations shall first be approved in writing by Landlord. Upon the expiration of earlier termination term of this ------------ ---------------------------- Lease, Landlord may elect to have Tenant either (i) surrender with the Premises any or all of Alterations as Landlord, Landlord shall determine (except trade fixtures not attached to the Premises), in which case, such Alterations shall become the property of Landlord, or (ii) promptly remove any or all of such Alterations designated by Landlord to be removed, in which case, Tenant shall repair remove its trade fixtures, equipment and restore the Premises to its original condition as of the date of substantial completion of the other personal property, and Tenant Work, reasonable wear and tear excepted. (c) Tenant shall keep the Premises, the Building and the Project free from any and all liens arising out of any work performed, materials furnished, or obligations incurred by or for Tenant. In the event that Tenant shall not, within ten (10) days following the imposition of any such lien, cause the same to be released of record by payment or posting of a bond in a form and issued by a surety acceptable to Landlord, Landlord shall have the right, provided it notifies Landlord of its intent to remove at the time of approval or notice as provided herein, but not the obligation, to cause remove any of Tenant's Work, provided that Tenant repairs any damage from such lien to be released by such means as it shall deem proper (including payment of or defense against removal and returns the claim giving rise Premises to such lien); in condition as exists on the Commencement Date, reasonable wear and tear and damage by fire, other casualty and eminent domain excepted. In the case of damage or destruction of such casetrade fixtures, equipment and other personal property and Tenant's Work during the term of this Lease, Tenant shall reimburse have the right to recover its loss from any insurance company with which it has insured the same, notwithstanding that any of such things might be considered part of the Premises at the end of the term. At the option of Landlord, which option Landlord may exercise only at the time Landlord approves any Plans and Specifications for any Tenant's Work or upon receipt of notice from Tenant for alterations and improvements which do not require Landlord's approval, Tenant shall remove any or all amounts so paid by of Tenant's Work and alterations and improvements at the end of the term, but Landlord shall not require Tenant to remove any of Tenant's Work completed in connection therewithwith the initial preparation of each area of the Premises for Tenant's use and occupancy. Landlord may not require removal of pipes, together wires and the like from the walls, ceilings or floors, provided that the Tenant properly cuts, caps and disconnects such pipes and wires and seals them off in a safe and lawful manner flush with all the applicable wall, floor or ceiling and redecorates the area consistent with the remainder of Landlord's costs and expenses, with interest thereon at the Default Rate (defined below)Premises. Such rights of Landlord Tenant shall be in addition responsible for any damage to all other remedies provided herein the Premises caused by the malfunction of its equipment or by lawthe removal of its property as aforesaid.

Improvements and Alterations. (a) Landlord's sole construction obligation under this Lease is set forth in Lessee shall have the Work Letter attached hereto as Exhibit "B". (b) Tenant shall not right to make any alterationsat its own expense, additions or improvements subject to the Premises (collectively, "Alterations") without (i) the prior written consent of Landlordthe Lessor, whose consent may not be unreasonably withheld, additions, alterations and changes in and to the Leased Premises provided however, that no such work (iiexcept work which is minor or cosmetic in nature) compliance shall be commenced except with such nondiscriminatory requirements concerning such Alterations as may be imposed by Landlord from time to time. Without limiting the foregoing, Landlord may require, at a minimum, prior written consent of Lessor and except on compliance with the requirements set forth following conditions: a) Lessee shall furnish to Lessor plans and specifications showing in Exhibit "C" attached heretoreasonably complete detail the work proposed to be carried out and the estimated cost thereof and Lessor shall approve or reject such plans and specifications within thirty (30) days after receipt of the same. All Alterations If such plans and specifications are approved, all work shall be made carried out in compliance with the same; b) The value of the Leased Premises shall not, as a result of any work proposed to be carried out by TenantLessee, be less than the value of the Leased Premises before the commencement of such work and Lessor shall be the sole judge of such value; c) All work shall be carried out with reasonable dispatch and in a good workmanlike manner and in compliance with all applicable permits, authorizations and building and zoning by-laws and with all regulations and requirements of all competent authorities having jurisdiction over the Leased Premises; d) In all events, Lessee shall be required to use Lessor's mechanical, electrical and plumbing trades for Lessee's mechanical, electrical and plumbing requirements, which shall be coordinated by Lessor at TenantLessee's sole cost and expense, provided that Lessor's trades shall at all times provide their services at prices competitive with independent quotes obtained by the Lessee, failing which, the Lessee shall be entitled to use the trades which it chooses, acting reasonably. e) The Leased Premises shall at all times be free of all conditional bills of sale, pledges, registered privileges, workmen's and suppliers' liens and other similar liens and charges. Lessor may require Lessee to furnish security satisfactory to Lessor guaranteeing the completion of the work and the payment of the cost thereof free and clear of all conditional bills of sale, pledges, privileges, workmen's and suppliers' liens and other similar liens and charges, as well as for the replacement of the Leased Premises to their former state, as specified in clause 19 below; f) Lessee shall maintain Worker's Compensation insurance covering all persons employed in connection with the work and shall produce evidence of such insurance to Lessor and shall also maintain such general liability insurance for the protection of Lessor and Lessee as Lessor may require acting reasonably; g) All work, when completed, shall be comprised in, and form part of the Leased Premises and shall be diligently prosecuted subject to completion. The cost all the provisions of this Lease and Lessee shall not have any modifications of Project improvements outside or inside of right to claim compensation therefor and the Premises required same shall not be removed by any governmental agency as a condition or the result of Tenant's Alterations shall be borne by Tenant. Any contractor or person making such Alterations shall first be approved in writing by Landlord. Upon the expiration of earlier Lessee on termination of this Lease, Landlord may elect to have Tenant either (i) surrender with unless the Premises any Lessor requests that part or all of Alterations as Landlord, Landlord shall determine (except trade fixtures not attached to the Premises), in which case, such Alterations shall become the property of Landlord, or (ii) promptly remove any or all of such Alterations designated by Landlord to it be removed, in which case, Tenant case the Lessee shall comply and shall repair and restore the Premises to its original condition as any damage related thereto or caused thereby. The foregoing obligation of the date of substantial completion Lessee is limited to items which have been installed by the Lessee. h) Should the Lessee, after having obtained written consent from the Lessor, effect changes in the partitions or otherwise modify the Leased Premises, and accordingly had to relocate or modify the heating and, if applicable, the air conditioning equipment, such changes and/or modifications would have to be effected at the sole cost and risk of the Tenant Work, reasonable wear and tear exceptedLessee. (c) Tenant shall keep the Premises, the Building and the Project free from any and all liens arising out of any work performed, materials furnished, or obligations incurred by or for Tenant. In the event that Tenant shall not, within ten (10) days following the imposition of any such lien, cause the same to be released of record by payment or posting of a bond in a form and issued by a surety acceptable to Landlord, Landlord shall have the right, but not the obligation, to cause such lien to be released by such means as it shall deem proper (including payment of or defense against the claim giving rise to such lien); in such case, Tenant shall reimburse Landlord for all amounts so paid by Landlord in connection therewith, together with all of Landlord's costs and expenses, with interest thereon at the Default Rate (defined below). Such rights of Landlord shall be in addition to all other remedies provided herein or by law.

Improvements and Alterations. (a) Landlord's sole construction obligation under this Lease is Except as otherwise expressly set forth in this Lease, Landlord shall have no obligation, of any kind or nature, with regard to the Work Letter attached hereto as Exhibit "B"construction, improvement or alteration of the Premises. (b) Tenant shall not, without Landlord’s prior written consent, make or allow any alterations, additions, or improvements in, on or about the Premises; provided, however, that Landlord’s consent shall not make any be so required so long as: (a) the cost of the entire alteration (including, without limitation, design, labor and materials) is less than Twenty-Five Thousand Dollars ($25,000); (b) Tenant provides Landlord with at least ten (10) days’ prior written notice thereof, which notice shall be accompanied by reasonably-detailed plans and specifications for all such work; (c) all work required in connection therewith is completed in accordance with all applicable laws and with as little disruption to other Tenants within the Building as is commercially reasonable; and (d) such alterations, additions or improvements do not affect the Building systems, the structural portions of the Building or the exterior appearance of the Building or any portion thereof. All alterations permitted to be made hereunder by Tenant shall be performed in a good and workmanlike, lien free manner and in accordance with applicable legal and insurance requirements and the terms and provisions of this Lease. Prior to the Premises (collectivelycommencement of any such alterations, "Alterations") without (i) the prior written consent of LandlordTenant shall obtain, or cause to be obtained, builder’s risk insurance and (ii) compliance with such nondiscriminatory requirements concerning such Alterations as may shall obtain public liability and worker’s compensation insurance to cover Tenant and every contractor to be imposed by Landlord from time to time. Without limiting the foregoing, Landlord may require, at a minimum, compliance with the requirements set forth in Exhibit "C" attached hereto. All Alterations shall be made employed by Tenant, at Tenant's sole cost and expenseshall deliver copies of all such policies or certificates of such insurance to Landlord for written approval (which approval shall not be unreasonably withheld, conditioned, or delayed and shall be diligently prosecuted provided or denied within ten (10) days or else it shall be deemed to completionbe approved). The cost In the event that any mechanic’s lien is filed against the Premises or Building as a result of any modifications such alterations or any other work or act of Project improvements outside Tenant or inside its agents, Tenant, at its expense, shall discharge or bond off the same within thirty (30) days from the filing thereof. If Tenant fails to discharge or bond off said mechanic’s lien within the time provided, Landlord may, upon written notice to Tenant, bond or pay without inquiring into the validity of the Premises required by any governmental agency as a condition or the result merits of Tenant's Alterations said lien and all sums so advanced shall be borne paid by TenantTenant on demand as Additional Rent in accordance with Article 10 below. Any contractor or person making such Alterations shall any alterations on behalf of Tenant must first be approved in writing by Landlord. Upon the expiration of earlier termination of this Lease, Landlord may which approval shall not be unreasonably withheld. (c) Subject to Landlord’s right to require removal or to elect ownership as herein provided, all alterations made by Tenant to have Tenant either (i) surrender with the Premises any or all shall be considered to be a part of the Premises. Alterations as Landlordshall not include Tenant’s personal property and trade fixtures, Landlord and Tenant shall determine (except have the right to remove its personal property and trade fixtures not attached provided that Tenant repairs all damage caused by their removal. Unless Landlord gives Tenant written notice of its election to the Premises)require Tenant to remove such alterations no later than thirty (30) days after Landlord’s approval of such alterations, in which case, such Alterations all alterations shall become the property of LandlordLandlord at the end of the Term. For the avoidance of doubt, in no event shall Tenant be required to remove all or any portion of the Work at the expiration or earlier termination of the Term. On the last day of the Term hereof, or on any sooner termination as set forth in this Lease, Tenant shall surrender the Premises (iiincluding, but not limited to, all doors, windows, floors and floor coverings, heating and air conditioning systems, plumbing work and fixtures, electrical systems, lighting facilities, sprinkler systems, fire detection systems and nonstructural elements of the exterior walls, foundation and roof, collectively the “Elements of the Premises”) promptly to Landlord in the same condition as received, ordinary wear and tear and casualty damage excepted, clean and free of debris and Tenant’s personal property, trade fixtures and equipment; provided, however, if Landlord has not elected (as set forth above) to have Tenant remove any or all of such Alterations designated by Landlord to be removed, in which casethe alterations, Tenant shall leave such alterations at the Premises in good condition and repair, ordinary wear and tear and casualty damage excepted. Tenant shall repair any damage to the Premises occasioned by the installation or removal of Tenant’s trade fixtures, furnishings and restore equipment. Damage to or deterioration of any Element of the Premises or any other item Tenant is required to repair or maintain at the Premises shall not be deemed ordinary wear and tear if the same could have been prevented by good maintenance practices. Tenant shall indemnify, defend and hold Landlord harmless from and against any and all damages, expenses, costs, losses or liabilities arising from any delay by Tenant in so surrendering the Premises in accordance with the provisions of this section including, without limitation, any damages, expenses, costs, losses or liabilities arising from any claim against Landlord made by any succeeding tenant or prospective tenant founded on or resulting from such delay and losses and damages suffered by Landlord due to lost opportunities to lease any portion of the Premises to its original condition as of the date of substantial completion of the Tenant Workany such succeeding tenant or prospective tenant, together with, in each case, actual reasonable wear attorneys’ fees and tear exceptedcosts. (cd) If this Lease is terminated due to the expiration of its Term or otherwise, and Tenant shall keep the Premisesfails to remove any alterations, the Building and the Project free from any and all liens arising out of any work performedtrade fixtures, materials furnished, equipment or obligations incurred by or for Tenant. In the event that Tenant shall not, within ten (10) days following the imposition of any such lien, cause the same other property required to be released removed by the terms of record by payment or posting of a bond in a form and issued by a surety acceptable to Landlordthis Lease, Landlord shall have the right, but not the obligation, to cause such lien to be released by such means as it shall deem proper (including payment of or defense against the claim giving rise to such lien); in such case, Tenant shall reimburse Landlord for all amounts so paid by Landlord in connection therewith, together with all of Landlord's costs and expenses, with interest thereon at the Default Rate (defined below). Such rights of Landlord shall be in addition to all any other remedies provided herein available to Landlord under this Lease, and subject to any other right or by remedy Landlord may have under applicable law, Landlord may remove any such property from the Premises and store the same elsewhere at the sole expense and risk of Tenant.

Improvements and Alterations. (a) Landlord's sole construction obligation under this Lease is set forth in the Work Letter attached hereto as Exhibit "B". (b) a. The Tenant shall agrees not to make any alterations, additions or improvements in or to the Premises (collectively, "Alterations") without (i) obtaining the Landlord's prior written consent of Landlord, and (ii) compliance with all such nondiscriminatory requirements concerning such Alterations as may be imposed by Landlord from time to time. Without limiting the foregoing, Landlord may require, at a minimum, compliance with the requirements set forth in Exhibit "C" attached hereto. All Alterations work shall be made done only by Tenant, at Tenant's sole cost and expense, and shall be diligently prosecuted to completion. The cost of any modifications of Project improvements outside contractors or inside of the Premises required by any governmental agency as a condition tradesmen or the result of Tenant's Alterations shall be borne by Tenant. Any contractor or person making such Alterations shall first be mechanics approved in writing by Landlordthe Landlord and at the Tenant's sole expense and at such times and in such manner as the Landlord may approve. Upon In case any alterations, additions or improvements are made to the Premises by the Tenant, the Tenant shall at the expiration or sooner termination of earlier termination this Lease restore the Premises to a reasonable state of repair, reason- able wear and tear excepted, or, if the Landlord would prefer that such alterations, additions and improvements shall remain, in which case no compensation shall be allowed to the Tenant for the same, the Landlord may require the Tenant to restore the Premises to such extent as the Landlord may deem expedient although retaining as far as possible the alterations, additions and improvements, without in any case any compensation to the Tenant therefore; b. All articles of personal property and all business and trade fixtures, machinery and equipment and furniture owned by the Tenant or installed by the Tenant in the Premises at the Tenants expense shall remain the property of the Tenant and may be removed by the Tenant at any time during the Term of this Lease, provided that the Tenant at its own expense shall repair any damage to the Premises or to the Building caused by such removal or by the original installation. The Landlord may elect require the Tenant to have remove all or any part of such prop" at the expiration or sooner termination of this Lease and such removal shall be done at the Tenant's expense and the Tenant either (i) surrender shall at its own expense repair any damage to the Premises or the Building caused by such removal or by the original installation. If the Tenant does not remove its property forthwith after written notice by the Landlord to that effect, such property shall, if the Landlord elects, be deemed to become the Landlord's prop" or the Landlord may remove the same at the expense of the Tenant and the cost of such removal and any necessary storage charges shall be paid by the Tenant forthwith to the Landlord on demand. The Landlord shall not be responsible for any loss or damage to such prop" because of such removal; and c. The Tenant covenants with the Landlord that the Tenant shall promptly pay all charges incurred by the Tenant for any work, materials or services that may be done, supplied or performed in respect to the Premises and shall forthwith discharge any liens at any time filed against and keep the lands and Building of which the Premises form a part free from liens and in the event that the Tenant fails to do so, the Landlord may, but shall be under no obligation to, obtain a discharge of any such lien in the name of the Tenant by payment or by giving security and any amount so paid together with all disbursements and costs in respect of such proceedings on a solicitor and client basis shall be forthwith due and payable by the Tenant to the Landlord as additional rent. The Tenant shall allow the Landlord to post and keep posted on the Premises any or all of Alterations as Landlord, notices that the Landlord shall determine (except trade fixtures not attached may desire to post under the Premises), in which case, such Alterations shall become the property of Landlord, or (ii) promptly remove any or all of such Alterations designated by Landlord to be removed, in which case, Tenant shall repair and restore the Premises to its original condition as provisions of the date of substantial completion of the Tenant Work, reasonable wear and tear exceptedBuilders Uien Act or other legislation. (c) Tenant shall keep the Premises, the Building and the Project free from any and all liens arising out of any work performed, materials furnished, or obligations incurred by or for Tenant. In the event that Tenant shall not, within ten (10) days following the imposition of any such lien, cause the same to be released of record by payment or posting of a bond in a form and issued by a surety acceptable to Landlord, Landlord shall have the right, but not the obligation, to cause such lien to be released by such means as it shall deem proper (including payment of or defense against the claim giving rise to such lien); in such case, Tenant shall reimburse Landlord for all amounts so paid by Landlord in connection therewith, together with all of Landlord's costs and expenses, with interest thereon at the Default Rate (defined below). Such rights of Landlord shall be in addition to all other remedies provided herein or by law.

Improvements and Alterations. (a) Landlord's sole construction Tenant acknowledges that it has thoroughly and adequatly inspected the Premises, is satisfied with the condition thereof and accepting the same in its AS IS condition. Landlord shall be under no obligation under this Lease is set forth in to make any alterations, improvements or otherwise perform any other work to the Work Letter attached hereto as Exhibit "B"Premises or any other portion of the Property. (b) Tenant shall not make any Any alterations, additions additions, or improvements made by or on behalf of Tenant to the Premises (collectively, "“Alterations"”) without (i) the shall be subject to Landlord’s prior written consent of Landlord, and (ii) compliance with such nondiscriminatory requirements concerning such Alterations as may be imposed by Landlord from time to timeconsent. Without limiting the foregoing, Landlord may requireTenant shall cause, at its sole cost and expense, all Alterations to comply with insurance requirements and with Laws and shall construct, at its sole cost and expense, any alteration or modification required by Laws as a minimum, compliance with the requirements set forth in Exhibit "C" attached heretoresult of any Alterations. All Alterations shall be made by Tenant, constructed at Tenant's ’s sole cost and expense, expense and in a good and workmanlike manner by contractors reasonably acceptable to Landlord and only good grades of materials shall be diligently prosecuted to completionused. The cost of All plans and specifications for any modifications of Project improvements outside or inside of the Premises required by any governmental agency as a condition or the result of Tenant's Alterations shall be borne by Tenantsubmitted to Landlord for its approval, which approval will not be unreasonably withheld, delayed or conditioned. Any contractor or person making such Alterations shall first be approved in writing by Landlord. Upon the expiration of earlier termination of this Lease, Landlord may elect monitor construction of the Alterations. Landlord’s right to review plans and specifications and to monitor construction shall be solely for its own benefit, and Landlord shall have no duty to see that such plans and specifications or construction comply with applicable laws, codes, rules and regulations. Landlord shall have the right, in its sole discretion, to instruct Tenant either to remove those improvements or Alterations from the Premises which (i) surrender were not approved in advance by Landlord, (ii) were not built in conformance with the Premises any or all of Alterations as Landlord, Landlord shall determine (except trade fixtures not attached to the Premises), in which case, such Alterations shall become the property of plans and specifications approved by Landlord, or (iiiii) promptly Landlord specified during its review of plans and specifications for Alterations would need to be removed by Tenant upon the expiration of this Lease. If Landlord approved the construction of Alterations, then Tenant shall not be obligated to remove such Alterations at the expiration of this Lease. Landlord shall not unreasonably withhold or delay its approval with respect to what improvements or Alterations Landlord may require Tenant to remove at the expiration of the Lease. If upon the termination of this Lease Landlord requires Tenant to remove any or all of such Alterations designated by Landlord to be removedfrom the Premises, in which casethen Tenant, at Tenant’s sole cost and expense, shall promptly remove such Alterations and improvements and Tenant shall repair and restore the Premises to its original condition as of the date of substantial completion of the Tenant WorkCommencement Date, reasonable wear and tear excepted. Any Alterations remaining in the Premises following the expiration of the Lease Term or following the surrender of the Premises from Tenant to Landlord, shall become the property of Landlord unless Landlord notifies Tenant otherwise. Tenant shall provide Landlord with the identities and mailing addresses of all persons performing work or supplying materials, prior to beginning such construction, and Landlord may post on and about the Premises notices of non-responsibility pursuant to applicable law. Tenant shall assure payment for the completion of all work free and clear of liens and shall provide certificates of insurance for worker’s compensation and other coverage in amounts and from an insurance company reasonably satisfactory to Landlord protecting Landlord against liability for bodily injury or property damage during construction. Upon completion of any Alterations and upon Landlord’s reasonable request, Tenant shall deliver to Landlord: (i) sworn statements setting forth the names of all contractors and subcontractors who did work on the Alterations;(ii) final lien waivers from all such contractors and subcontractors; (iii) a complete set of “As-Built” building plans (if applicable); and (iv) a Certificate of Occupancy for the Premises (if applicable). (c) Tenant shall keep the Premises, the Building and the Project free from any and all liens arising out of any Alterations, work performed, materials furnished, or obligations incurred by or for Tenant. In the event that Tenant shall not, within ten (10) days following the imposition of any such lien, cause the same to be released of record by payment or posting of a bond in a form and issued by a surety acceptable to Landlord, Landlord shall have the right, but not the obligation, to cause such lien to be released by such means as it shall deem proper (including payment of or defense against the claim giving rise to such lien); in such case, Tenant shall reimburse Landlord for all amounts so paid by Landlord in connection therewith, together with all of Landlord's ’s costs and expenses, with interest thereon at the Default Rate (defined below)) and Tenant shall indemnify each and all of the Landlord Indemnitees (defined below) against any damages, losses or costs arising out of any such claim. Tenant’s indemnification of Landlord contained in this Paragraph shall survive the expiration or earlier termination of this Lease. Such rights of Landlord shall be in addition to all other remedies provided herein or by law.

Improvements and Alterations. (a) LandlordIn addition to Lessee's sole construction obligation obligations as Construction Agent to build the Financed Improvements on each Site under this Lease is set forth in the Work Letter attached hereto as Exhibit "B". Construction Agency Agreement, on and after the Base Term Commencement Date with respect to a Site (bi) Tenant Lessee, at Lessee's own cost and expense, shall not make any alterations, renovations, improvements and additions to such Leased Property or improvements to the Premises any part thereof and substitutions and replacements therefor (collectively, "Alterations") without which are (iA) necessary to repair or maintain such Leased Property in the condition required by Section 9.1; (B) necessary in order for such Leased Property to be in compliance in all material respects with Applicable Laws and Regulations; or (C) necessary or advisable to restore such Leased Property to its condition existing prior written consent of Landlord, to a Casualty or Condemnation to the extent required pursuant to Article XIII; and (ii) so long as no Lease Event of Default has occurred and is continuing, Lessee, at Lessee's own cost and expense, may undertake Alterations on such Leased Property so long as such Alterations comply in all material respects with Applicable Laws and Regulations except to the extent such non-compliance would not have a Material Adverse Effect with Section 9.1 and subsection (b) of this Section 9.2. (b) The making of any Alterations must be in compliance with such nondiscriminatory requirements concerning the following requirements: (1) No such Alterations with a cost exceeding $1,000,000 shall be made or undertaken except upon not less than thirty days' prior written notice to Lessor. (2) Lessee shall not make any Alterations in violation of the terms of any restriction, easement, condition, covenant or other similar matter affecting title to or binding on such Leased Property. (3) No Alterations shall be undertaken until Lessee shall have procured and paid for, so far as the same may be imposed by Landlord required from time to time, all permits and authorizations relating to such Alterations of all municipal and other Authorities having jurisdiction over such Leased Property. Without limiting the foregoing, Landlord may requireLessor, at a minimumLessee's expense, compliance with shall join in the requirements set forth application for any such permit or authorization and execute and deliver any document in Exhibit "C" attached hereto. All connection therewith, whenever such joinder is necessary or advisable. (4) The Alterations shall be completed in a good and workmanlike manner and in compliance in all material respects with all Applicable Laws and Regulations then in effect and with the standards imposed by any insurance policies required to be maintained hereunder. (5) All Alterations shall, when completed, be of such a character as to not materially adversely affect the Fair Market Value, utility, remaining economic useful life or residual value of such Leased Property from its Fair Market Value, utility, remaining economic useful life or residual value immediately prior to the making thereof or, in the case of Alterations being made by Tenantvirtue of a Casualty or Condemnation, immediately prior to the occurrence of such Casualty or Condemnation. If such Alterations have a cost exceeding $1,000,000 and if requested by Required Participants, Lessor may engage an appraiser of nationally recognized standing, at TenantLessee's sole cost and expense, and to determine (by appraisal methods satisfactory to the Required Participants) the projected Fair Market Value of such Leased Property following completion of the Alterations relating thereto. (6) Lessee shall be diligently prosecuted to completion. The have made adequate arrangements for payment of the cost of any modifications all Alterations when due so that the Leased Property shall at all times be free of Project improvements outside Liens for labor and materials supplied or inside of the Premises required by any governmental agency as a condition or the result of Tenant's Alterations shall be borne by Tenant. Any contractor or person making such Alterations shall first be approved in writing by Landlord. Upon the expiration of earlier termination of this Lease, Landlord may elect claimed to have Tenant either (i) surrender with the Premises any or all of Alterations as Landlord, Landlord shall determine (except trade fixtures not attached been supplied to the Premises), other than Permitted Liens; provided, that Lessee shall have the right to engage in which case, such Alterations shall become the property of Landlord, or (ii) promptly remove any or all of such Alterations designated by Landlord to be removed, Permitted Contests in which case, Tenant shall repair and restore the Premises to its original condition as of the date of substantial completion of the Tenant Work, reasonable wear and tear exceptedaccordance with Section 9.5. (c7) Tenant shall keep the Premises, the Building and the Project free from any and all liens arising out of any work performed, materials furnished, or obligations incurred by or for Tenant. In the event that Tenant shall not, within ten (10) days following the imposition of any The Alterations must be located solely on such lien, cause the same to be released of record by payment or posting of a bond in a form and issued by a surety acceptable to Landlord, Landlord shall have the right, but not the obligation, to cause such lien to be released by such means as it shall deem proper (including payment of or defense against the claim giving rise to such lien); in such case, Tenant shall reimburse Landlord for all amounts so paid by Landlord in connection therewith, together with all of Landlord's costs and expenses, with interest thereon at the Default Rate (defined below). Such rights of Landlord shall be in addition to all other remedies provided herein or by lawSite.

Improvements and Alterations. (a) LandlordIn addition to the Lessee's obligations as Construction Agent under the Construction Agency Agreement, on and after the completion of Construction (i) the Lessee, at the Lessee's sole construction obligation under this Lease is set forth in the Work Letter attached hereto as Exhibit "B". (b) Tenant cost and expense, shall not make any alterations, renovations, improvements and additions or improvements to the Premises Leased Property or any part thereof and substitutions and replacements therefor (collectively, "Alterations") without which are (iA) necessary to repair or maintain ----------- the Leased Property in the condition required by this Lease and the other Operative Documents; (B) necessary in order for the Leased Property to be in compliance with Applicable Laws; or (C) necessary to restore the Leased Property in all material respects to its condition existing prior written consent of Landlord, to a Casualty or Condemnation to the extent required pursuant to Article X; and --------- (ii) compliance with such nondiscriminatory requirements concerning such Alterations so long as may be imposed by Landlord from time to time. Without limiting no Potential Event of Default or Event of Default has occurred, the foregoing, Landlord may requireLessee, at a minimum, compliance with the requirements set forth in Exhibit "C" attached hereto. All Alterations shall be made by Tenant, at TenantLessee's sole cost and expense, may undertake Alterations to the Leased Property so long as such Alterations comply with Applicable Laws and with Section 6.1 and subsection (b) of this Section 6.2. ----------- -------------- ----------- (b) The making of any Alterations must be in compliance with the following requirements: (i) No Structural Alterations or Alterations with a cost exceeding Two Hundred Fifty Thousand Dollars ($250,000) shall be diligently prosecuted to completionmade or undertaken without the prior written consent of the Lessor and the Agent (which consent shall not be unreasonably withheld or delayed), except for Alterations required by Applicable Laws (provided that except in the case of an emergency, the Lessee shall give the Lessor and the Agent at least thirty (30) days prior written notice of such Alterations). The If the Lessee reasonably expects the cost of any modifications of Project improvements outside or inside Alterations to exceed $250,000, the Lessee shall deliver to the Lessor and the Agent a brief written narrative of the Premises required by work to be performed prior to undertaking any governmental agency as a condition or the result of Tenant's such Alteration. (ii) No Alterations shall be borne by Tenantundertaken in violation of the terms of any restriction, easement, condition, covenant or other similar agreement (including, without limitation, the Ground Lease) affecting title to or binding on the Leased Property. Any contractor or person making The Lessee shall procure when required and pay for, so far as the same may be required from time to time, all permits and authorizations with regard to such Alterations shall first be approved in writing by Landlordfrom all Governmental Authorities having jurisdiction. Upon The Lessor, at the expiration of earlier termination of this LeaseLessee's expense, Landlord may elect to have Tenant either (i) surrender with and without any liability on the Premises any or all of Alterations as Landlord, Landlord shall determine (except trade fixtures not attached to the Premises), in which case, such Alterations shall become the property of Landlord, or (ii) promptly remove any or all of such Alterations designated by Landlord to be removed, in which case, Tenant shall repair and restore the Premises to its original condition as part of the date of substantial completion of Lessor, shall join in the Tenant Work, reasonable wear and tear excepted. (c) Tenant shall keep the Premises, the Building and the Project free from any and all liens arising out of any work performed, materials furnished, or obligations incurred by or application for Tenant. In the event that Tenant shall not, within ten (10) days following the imposition of any such lien, cause the same to be released of record by payment permit or posting of a bond in a form authorization and issued by a surety acceptable to Landlord, Landlord shall have the right, but not the obligation, to cause such lien to be released by such means as it shall deem proper (including payment of or defense against the claim giving rise to such lien); in such case, Tenant shall reimburse Landlord for all amounts so paid by Landlord execute and deliver any document in connection therewith, together whenever such joinder is necessary or advisable. (iii) The Alterations shall be completed in a good and workmanlike manner and in compliance with all Applicable Laws then in effect and the standards imposed by any insurance policies required to be maintained hereunder or by any vendor, supplier or manufacturer in order to maintain all warranties, and all Alterations must be located solely on the Land or other property used in connection with the Leased Property as to which the Lessor has an easement, license, lease, sublease or other right or interest in real property reasonably satisfactory to Agent for a term not less than the useful life of Landlord's costs and expensessuch Alterations. (iv) All Alterations shall, with interest thereon when completed, be of such a character as to not adversely affect the Fair Market Sales Value, utility, remaining economic useful life or residual value of the Leased Property from the Fair Market Sales Value, utility, remaining economic useful life or residual value thereof immediately prior to the making thereof or, in the case of Alterations being made by virtue of a Casualty or Condemnation, immediately prior to the occurrence of such Casualty or Condemnation. If such Modifications have a cost exceeding Two Hundred Fifty Thousand Dollars ($250,000), the Lessor or the Agent may obtain a report from an independent engineer or engage an appraiser of nationally recognized standing, at the Default Rate Lessee's sole cost and expense, to determine (defined below). Such rights by appraisal or other methods satisfactory to the Agent) the projected Fair Market Sales Value of Landlord such item of Leased Property as of the completion of the Alterations relating thereto. (v) The Lessee shall have made adequate arrangements for payment of the cost of all Alterations when due so that the Leased Property shall at all times be in addition free of Liens for labor and materials supplied or claimed to all have been supplied to the Leased Property, other remedies provided herein or by lawthan Permitted Liens.

Improvements and Alterations. (a) Landlord's sole construction obligation under LESSEE during the term of this Lease is set forth in Lease, shall have the Work Letter attached hereto as Exhibit "B". (b) Tenant shall not make any alterations, additions or privilege of making alterations and improvements to the Premises (collectivelyto the extent necessary for construction, "Alterations") maintenance and repair of Lessee’s Facilities, provided that no such improvements to or alterations of the Premises shall be made without (i) the prior written consent approval of LandlordLESSOR’S Commissioner of Public Works and Director of Parks and Recreation, and (ii) compliance with without obtaining all building permits and other regulatory or administrative approvals, as or if required prior to the commencement of any construction and such nondiscriminatory requirements concerning such Alterations inspections and certificates of occupancy as may be imposed by Landlord from time are normally incidental to time. Without limiting the foregoing, Landlord may require, at a minimum, compliance with progress and satisfactory conclusion of the requirements set forth in Exhibit "C" attached heretosame. All Alterations improvements or alterations shall be made by Tenant, LESSEE at Tenant's sole its own cost and expense, expense and shall be diligently prosecuted made in accordance with and conform to completionall applicable laws, ordinances, and regulations, as well as in accordance with the provisions of paragraph 4(B) hereof. The cost of any modifications of Project All improvements outside or inside of alterations shall be independently contracted by LESSEE, and LESSEE shall promptly pay all contractors, subcontractors and material suppliers for all work performed and materials supplied to the Premises required by any governmental agency as a condition or the result of Tenant's Alterations and shall be borne by Tenant. Any contractor or person making such Alterations shall first be approved in writing by Landlord. Upon the expiration of earlier termination of this Lease, Landlord may elect to have Tenant either (i) surrender with the Premises any or all of Alterations as Landlord, Landlord shall determine (except trade fixtures not attached to the Premises), in which case, such Alterations shall become the property of Landlord, or (ii) promptly remove any or all of such Alterations designated by Landlord to be removed, in which case, Tenant shall repair indemnify and restore the Premises to its original condition as of the date of substantial completion of the Tenant Work, reasonable wear and tear excepted. (c) Tenant shall keep the Premises, the Building and the Project free save harmless LESSOR from any and all liens claims made against it by any such contractor, subcontractor or material supplier arising out of the above-described work. LESSEE shall not subject the Property, LESSOR’s interest in the Premises or the Tower to any work performedmechanic’s liens or any other lien whatsoever. If any mechanic’s lien or other lien, materials furnished, charge or obligations incurred by or order for Tenant. In the event that Tenant shall not, within ten (10) days following the imposition payment of money will be filed as a result of any act or omission of LESSEE, LESSEE shall cause such lien, charge or order to be discharged, bonded or otherwise reasonably secured within 30 days after receipt of written notice from LESSOR thereof. If LESSEE shall fail to cause the same lien or encumbrance to be released of record by payment or posting of a bond in a form and issued by a surety acceptable to Landlordsecured within the thirty (30) days prior, Landlord then LESSOR shall have the rightbe entitled, but not obligated to, discharge or bond same. LESSEE shall indemnify and save LESSOR harmless from all liabilities and costs to the obligation, extent resulting directly from LESSEE’S failure to cause such lien to be released by such means as it shall deem proper (including payment of or defense against the claim giving rise to such lien); in such case, Tenant shall reimburse Landlord for all amounts so paid by Landlord in connection therewith, together with all of Landlord's costs and expenses, with interest thereon at the Default Rate (defined below). Such rights of Landlord shall be in addition to all other remedies provided herein or by lawtimely secure same.

Improvements and Alterations. (a) Landlord shall deliver the Premises to Tenant, and Tenant agrees to accept the Premises from Landlord in its existing “AS-IS”, “WHERE-IS” and “WITH ALL FAULTS” condition, and, subject to Landlord's ’s obligations under Xxxxxxxxx 0, Xxxxxxxx shall have no obligation to refurbish or otherwise improve the Premises throughout the Lease Term; provided, however, and notwithstanding the foregoing to the contrary, Landlord’s sole construction obligation under this Lease is set forth in the Work Letter attached hereto as Exhibit "B".B. (b) Tenant shall not make any Any alterations, additions additions, or improvements made by or on behalf of Tenant to the Premises (collectively, "“Alterations"”) without shall be subject to Landlord’s prior written consent. Landlord’s consent shall not be unreasonably withheld or delayed with respect to proposed Alterations that (i) comply with all applicable laws, ordinances, rules and regulations; (ii) are compatible with the prior Building and its mechanical, electrical, HVAC and life safety systems; (iii) will not unreasonably or materially interfere with the use and occupancy of any other portion of the Building by any other tenant or their invitees; (iv) do not affect the structural portions of the Building; and, (v) do not and will not, whether alone or taken together with other improvements, require the construction of any other improvements or alterations within the Building (collectively, “Non-Structural Alterations”). Tenant shall cause, at its sole cost and expense, all Alterations to comply with Laws and shall construct, at its sole cost and expense, any alteration or modification required by Laws as a result of any Alterations. All Alterations shall be constructed at Tenant’s sole cost and expense, in a first class and good and workmanlike manner by contractors reasonably acceptable to Landlord and only good grades of materials shall be used. All plans and specifications for any Alterations shall be submitted to Landlord for its approval, which approval shall not be unreasonably withheld or delayed. If Landlord fails to respond to Tenant’s request for approval of the plans and specifications within ten (10) business days following (i) Tenant’s written consent of Landlordrequest therefor, and (ii) compliance with Landlord’s receipt of Tenant’s plans and specifications for any Alterations, then Tenant shall provide Landlord written notice of such nondiscriminatory requirements concerning such Alterations as may be imposed by failure. If Landlord from time fails to time. Without limiting the foregoingrespond to Tenant’s request for approval within three (3) business days after receipt thereof, Landlord may requireshall be deemed to have approved the plans and specifications for any Non-Structural Alterations for which Tenant has requested approval. In no event will Landlord’s failure to respond to Tenant’s request for approval be deemed to approve any Alterations other than Non-Structural Alterations. Landlord, at a minimum, compliance with the requirements set forth in Exhibit "C" attached hereto. All Alterations shall be made by Tenant, at Tenant's its sole cost and expense, may monitor construction of the Alterations. Landlord’s right to review plans and specifications and to monitor construction shall be diligently prosecuted solely for its own benefit, and Landlord shall have no duty to completionsee that such plans and specifications or construction comply with applicable laws, codes, rules and regulations. The cost of Without limiting the other grounds upon which Landlord may refuse to approve any modifications of Project improvements outside or inside of the Premises required by any governmental agency as a condition or the result of Tenant's Alterations shall be borne by Tenant. Any contractor or person making such Alterations shall first be approved in writing by Landlord. Upon the expiration of earlier termination of this Leasesubcontractor, Landlord may elect take into account the desirability of maintaining harmonious labor relations at the Centre. Landlord may also require that all life safety related work and all mechanical, electrical, plumbing and roof related work be performed by contractors designated by Landlord and reasonably acceptable to Tenant. Landlord shall have the right, in its sole discretion, to instruct Tenant either to remove those improvements or Alterations from the Premises which (i) surrender were not approved in advance by Landlord, (ii) were not built in conformance with the Premises any or all of Alterations as Landlord, Landlord shall determine (except trade fixtures not attached to the Premises), in which case, such Alterations shall become the property of plans and specifications approved by Landlord, or (iiiii) promptly if requested by Tenant, Landlord specified in writing to Tenant during its review of plans and specifications for Alterations would need to be removed by Tenant upon the expiration of this Lease. Except as set forth in the preceding sentence, Tenant shall not be obligated to remove such Alterations at the expiration of this Lease. Landlord shall not unreasonably withhold or delay its designation of what improvements or Alterations Landlord may require Tenant to remove at the expiration of the Lease. If Landlord fails to respond within ten (10) business days of receiving a written request by Tenant seeking a determination by Landlord with respect to Tenant’s removal of Alterations, then Tenant shall provide Landlord written notice of such failure. If Landlord fails to respond to Tenant’s notice within three (3) business days after receipt thereof, Landlord shall be deemed to have agreed that Tenant is not obligated to remove any Non-Structural Alterations for which Tenant has requested designation for removal. In no event will Landlord’s failure to respond to Tenant’s request for designation of Alterations that need be removed be deemed applicable to any Alterations other than Non-Structural Alterations. If upon the termination of this Lease Landlord requires Tenant to remove any or all of such Alterations designated by Landlord to be removedfrom the Premises for one of the reasons specified in this paragraph, in which casethen Tenant, at Tenant’s sole cost and expense, shall promptly remove such Alterations and improvements and Tenant shall repair and restore the Premises to its original condition as of the date of substantial completion of the Tenant WorkCommencement Date, excepting reasonable wear and tear exceptedtear, damage due to casualty and condemnation and with any Alterations which Landlord did not require to be removed in accordance with this paragraph. Any Alterations remaining in the Premises following the expiration of the Lease Term or following the surrender of the Premises from Tenant to Landlord shall become the property of Landlord unless Landlord notifies Tenant otherwise. Prior to beginning such construction, Tenant shall provide Landlord with the identities and mailing addresses of all persons performing work or supplying materials, the cost of which exceeds $*****, and Landlord may post on and about the Premises notices of non-responsibility pursuant to applicable law for the duration of construction activities. Tenant shall cause the completion of all work free and clear of liens and shall provide certificates of insurance from Tenant’s contractors performing work on the Alterations, for worker’s compensation (if required by Law) and other coverage in amounts and from an insurance company reasonably satisfactory to Landlord protecting Landlord against liability for bodily injury or property damage during construction. Upon completion of any Alterations and upon Landlord’s reasonable request, Tenant shall deliver to Landlord final lien waivers from all contractors and subcontractors performing work on the Alterations, the cost of which exceeds $*****. Additionally, upon completion of any Alteration, Tenant shall provide Landlord, at Tenant’s expense, with a complete set of plans in reproducible form and specifications reflecting the actual conditions of the Alterations, together with a copy of such plans on diskette in the AutoCAD format or such other format as may then be in common use for computer assisted design purposes. Tenant shall pay to Landlord, as additional rent, the reasonable costs of Landlord’s engineers and other consultants (but not Landlord’s on-site management personnel) for review of all plans, specifications and working drawings for the Alterations and for the incorporation of such Alterations in the Landlord’s master Building drawings, within ten (10) business days after Tenant’s receipt of invoices either from Landlord or such consultants. Notwithstanding the foregoing, Tenant may make interior, Non-Structural Alterations to the Premises that do not affect Building Systems and do not require a building permit, without the written consent of Landlord provided: (i) such Alterations will not be visible from outside the Premises, (ii) the cost of the work for such Alterations does not exceed $***** in any single instance or series of related alterations performed within a six-month period (provided that Tenant shall not perform any improvements, alterations or additions to the Premises in stages as a means to subvert this provision) and (iii) Tenant secures any and all permits, licenses and approvals required to construct and install such alterations (collectively, “Permitted Alterations”). All Permitted Alterations shall be made in accordance with applicable Laws and in a good and first-class, workmanlike manner and in accordance with the terms of this Lease. Tenant shall notify Landlord before performing any Permitted Alterations. All such alterations, additions and improvements shall be constructed, maintained and used by Tenant at its sole risk and expense, in accordance with all applicable Laws. (c) Tenant shall keep the Premises, the Building and the Project Property free from any and all liens arising out of any Alterations, work performed, materials furnished, or obligations incurred by or for Tenant. In the event that Tenant shall not, within ten thirty (1030) days following the imposition of any such lien, cause the same to be released of record by payment or posting of a bond in a form and issued by a surety acceptable to Landlord, Landlord shall have the right, but not the obligation, to cause such lien to be released by such means as it shall deem proper (including payment of or defense against the claim giving rise to such lien); in such case, Tenant shall reimburse Landlord for all amounts so paid by Landlord in connection therewith, together with all of Landlord's ’s reasonable legal costs and expenses, with interest thereon at the Default Rate (defined below)) and Tenant shall indemnify and defend each and all of the Landlord Indemnitees (defined below) against any damages, losses or costs arising out of any such claim. Tenant’s indemnification of Landlord contained in this Paragraph shall survive the expiration or earlier termination of this Lease. Such rights of Landlord shall be in addition to all other remedies provided herein or by law. (d) NOTICE IS HEREBY GIVEN THAT LANDLORD SHALL NOT BE LIABLE FOR THE PAYMENT OF ANY COSTS OR EXPENSE INCURRED FOR ANY LABOR, SERVICES OR MATERIALS FURNISHED OR TO BE FURNISHED TO TENANT, OR TO ANYONE HOLDING THE PREMISES THROUGH OR UNDER TENANT, AND THAT NO MECHANICS’ OR OTHER LIENS FOR ANY SUCH LABOR, SERVICES OR MATERIALS SHALL ATTACH TO OR AFFECT THE INTEREST OF LANDLORD IN THE PREMISES, THE BUILDING OR THE PROPERTY. 16 TEXAS WITH BASE YEAR

Improvements and Alterations. (a) Landlord's sole construction obligation under this Lease is set forth in the Work Letter attached hereto as Exhibit "B". (b) Tenant shall not make or allow to be made (except as otherwise provided in this Lease) any alterationsimprovements, alterations or physical additions (including fixtures) in or improvements to the Premises (collectivelyor the Project, "Alterations") without (i) first obtaining the prior written consent of Landlord, including Landlord's written approval of Tenant's contractor(s) and of the plans, working drawings and specifications relating thereto, which consent shall not be unreasonably withheld, conditioned or delayed, so long as such improvements, alterations or physical additions do not affect the Building's structure or the mechanical, electrical or plumbing components of the Building. If Landlord does not respond in writing with reasonable specificity to Tenant's request for approval of plans and specifications within ten (ii10) compliance with such nondiscriminatory requirements concerning such Alterations as may business days after submission of Tenant's plans, Landlord's approval therefor shall be imposed deemed granted. Approval by Landlord from time of any of Tenant's drawings and plans and specifications prepared in connection with any alterations, improvements, modifications or additions to timethe Premises or the Project shall not constitute a representation or warranty of Landlord as to the adequacy or sufficiency of such drawings, plans and specifications, or alterations, improvements, modifications or additions to which they relate, for any use, purpose or conditions, but such approval shall merely be the consent of Landlord as required hereunder. Without limiting Any and all furnishing, equipping and improving of or other alteration and addition to the foregoing, Landlord may require, at a minimum, compliance with the requirements set forth in Exhibit "C" attached hereto. All Alterations Premises shall be be: (i) made by Tenant, at Tenant's sole cost cost, risk and expense, and Tenant shall be diligently prosecuted pay for Landlord's actual out-of-pocket third-party costs incurred in connection with and as a result of such alterations or additions; (ii) performed in a prompt, good and workmanlike manner with labor and materials of such quality as Landlord may reasonably require; (iii) constructed substantially in accordance with all plans and specifications approved in writing by Landlord prior to completion. The cost the commencement of any modifications such work; (iv) prosecuted diligently and continuously to completion so as to minimize interference with the normal business operations of Project improvements outside other tenants in the Building, the performance of Landlord's obligations under this Lease or inside any mortgage or ground lease covering or affecting all or any part of the Premises required by any governmental agency as a condition Building or the result of Tenant's Alterations shall be borne Land and any work being done by Tenant. Any contractor contractors engaged by Landlord with respect to or person making such Alterations shall first be in connection with the Building; and (v) performed by contractors approved in writing by Landlord. Upon Tenant shall have no (and hereby waives all) rights to payment or compensation for any such item. Tenant shall notify Landlord upon completion of such alterations, improvements, modifications or additions and Landlord shall inspect same for workmanship and compliance with the expiration of earlier termination of this Lease, approved plans and specifications. Tenant and its contractors shall comply with all reasonable requirements Landlord may elect impose on Tenant or its contractors with respect to such work (including but not limited to, insurance, indemnity and bonding requirements), and, to the extent any changes or change orders have Tenant either (i) surrender been made to or in connection with the Premises any or all of Alterations as plans and specifications which were approved by Landlord, Landlord (A) such changes or change orders shall determine be subject to Landlord's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, and (except trade fixtures not attached to the Premises), in which case, such Alterations shall become the property of Landlord, or (ii) promptly remove any or all of such Alterations designated by Landlord to be removed, in which case, Tenant shall repair and restore the Premises to its original condition as of the date of substantial completion of the Tenant Work, reasonable wear and tear excepted. (cB) Tenant shall keep deliver to Landlord a complete copy of the Premises, "as-built" or final plans and specifications for all alterations or physical additions so made in or to the Building and Premises within thirty (30) days of completing the Project free from any and all liens arising out of any work performed, materials furnished, or obligations incurred by or for Tenantwork. In the event that Tenant shall notnot place safes, vaults, filing cabinets or systems, libraries or other heavy furniture or equipment within ten (10) days following the imposition of any such lien, cause the same to be released of record by payment or posting of a bond in a form and issued by a surety acceptable to Landlord, Landlord shall have the right, but not the obligation, to cause such lien to be released by such means as it shall deem proper (including payment of or defense against the claim giving rise to such lien); in such case, Tenant shall reimburse Landlord for all amounts so paid by Landlord in connection therewith, together with all of Premises without Landlord's costs and expenses, with interest thereon at the Default Rate (defined below). Such rights of Landlord shall be in addition to all other remedies provided herein or by lawprior written consent.

Improvements and Alterations. (a) Landlord's sole construction obligation under this Lease is set forth in the Work Letter attached hereto as Exhibit "B". (b) Tenant shall not have the right to make any alterations, additions or and improvements to the Premises (collectively, the "AlterationsALTERATIONS") without to the Leased Premises as Tenant may deem desirable; provided, however, that if the exterior appearance, or structural elements of the Building, or Building systems will be affected by such Alterations, or if such Alterations will cost more than $25,000, Tenant shall give written notice and complete plans and specifications to Landlord of the proposed Alterations and Landlord shall have 30 days after the receipt of such notice to consent to or disapprove the Alterations. If Landlord disapproves such Alterations, Landlord shall detail the reasons for such disapproval. Any Alterations constructed upon the Leased Premises by Tenant shall be and remain the property of Tenant during the Term. At Landlord's request (i) unless at the prior written consent time of Tenant's request for Landlord's approval Tenant shall have requested and Landlord shall have agreed that removal of such installations by Tenant will not be required), or upon Tenant's election (notwithstanding any request otherwise by Tenant made at the time of Landlord's approval), Tenant shall remove the Alterations upon expiration or earlier termination of this Lease and (ii) compliance with repair any damage caused by such nondiscriminatory requirements concerning such Alterations as may be imposed by Landlord from time to time. Without limiting the foregoing, Landlord may require, at a minimum, compliance with the requirements set forth in Exhibit "C" attached hereto. removal.. All Alterations shall be made accomplished by TenantTenant using adequately insured and bonded contractors reasonably approved by Landlord, at Tenant's sole cost in a good, expeditious, quality and expenseworkmanlike manner, in conformity with applicable laws, regulations, ordinances and orders and any covenants, conditions and restrictions encumbering the Leased Premises, and in accordance with the plans and specifications approved by Landlord as provided above. Tenant shall pay when due all claims for labor and materials related to all Alterations and will not allow any lien to attach to the Leased Premises, unless Tenant is diligently contesting the removal of such lien and has provided a bond or other security required under applicable law to avoid forfeiture of the Leased Premises, or as may otherwise be reasonably acceptable to Landlord. Landlord may enter upon the Leased Premises for the purpose of inspecting the work and for posting appropriate notices with respect to any Alterations, including but not limited to notices of non-responsibility. The conveyor systems and related components purchased by Tenant from Footstar shall be diligently prosecuted to completion. The cost of removed by Tenant and any modifications of Project improvements outside or inside of the Premises required damage caused by any governmental agency as a condition or the result of Tenant's Alterations such removal shall be borne repaired by Tenant. Any contractor Tenant upon expiration or person making such Alterations shall first be approved in writing by Landlord. Upon the expiration of earlier termination of this Lease, Landlord may elect to have Tenant either (i) surrender with the Premises any or all of Alterations as Landlord, Landlord shall determine (except trade fixtures not attached to the Premises), in which case, such Alterations shall become the property of Landlord, or (ii) promptly remove any or all of such Alterations designated by Landlord to be removed, in which case, Tenant shall repair and restore the Premises to its original condition as of the date of substantial completion of the Tenant Work, reasonable wear and tear excepted. (c) Tenant shall keep the Premises, the Building and the Project free from any and all liens arising out of any work performed, materials furnished, or obligations incurred by or for Tenant. In the event that Tenant shall not, within ten (10) days following the imposition of any such lien, cause the same to be released of record by payment or posting of a bond in a form and issued by a surety acceptable to Landlord, Landlord shall have the right, but not the obligation, to cause such lien to be released by such means as it shall deem proper (including payment of or defense against the claim giving rise to such lien); in such case, Tenant shall reimburse Landlord for all amounts so paid by Landlord in connection therewith, together with all of Landlord's costs and expenses, with interest thereon at the Default Rate (defined below). Such rights of Landlord shall be in addition to all other remedies provided herein or by law.

Improvements and Alterations. (a) LandlordIn addition to Lessee's sole construction obligation obligations as Construction Agent to build the Financed Improvements on each Site under this Lease is set forth in the Work Letter attached hereto as Exhibit "B". Construction Agency Agreement, on and after the Base Term Commencement Date with respect to a Site (bi) Tenant Lessee, at lessee's own cost and expense, shall not make any alterations, renovations, improvements and additions to such Leased Property or improvements to the Premises any part thereof and substitutions and replacements therefor (collectively, "Alterations") without which are (iA) necessary to repair or maintain such Leased Property in the condition required by Section 9.1 above; (B) necessary in order for such Leased Property to be in compliance in all material respects with Applicable Laws and Regulations; or (C) necessary or advisable to restore such Leased Property to its condition existing prior written consent of Landlord, to a Casualty or Condemnation to the extent required pursuant to Article XIII hereof; and (ii) so long as no Lease Event of Default has occurred and is continuing, Lessee, at Lessee's own cost and expense, may undertake Alterations on such Leased Property so long as such Alterations comply in all material respects with Applicable Laws and Regulations except to the extent such non-compliance would not have a Material Adverse Effect with Section 9.1 above and subsection (b) of this Section 9.2. (b) The making of any Alterations must be in compliance with such nondiscriminatory requirements concerning the following requirements: (1) No such Alterations with a cost exceeding $1,000,000 shall be made or undertaken except upon not less than thirty days' prior written notice to Lessor. (2) Lessee shall not make any Alterations in violation of the terms of any restriction, easement, condition, covenant or other similar matter affecting title to or binding on such Leased Property. (3) No Alterations shall be undertaken until Lessee shall have procured and paid for, so far as the same may be imposed by Landlord required from time to time, all permits and authorizations relating to such Alterations of all municipal and other Authorities having jurisdiction over such Leased Property. Without limiting the foregoing, Landlord may requireLessor, at a minimumLessee's expense, compliance with shall join in the requirements set forth application for any such permit or authorization and execute and deliver any document in Exhibit "C" attached hereto. All connection therewith, whenever such joinder is necessary or advisable. (4) The Alterations shall be completed in a good and workmanlike manner and in compliance in all material respects with all Applicable Laws and Regulations then in effect and with the standards imposed by any insurance policies required to be maintained hereunder. (5) All Alterations shall, when completed, be of such a character as to not materially adversely affect the Fair Market Value, utility, remaining economic useful life or residual value of such Leased Property from its Fair Market Value, utility, remaining economic useful life or residual value immediately prior to the making thereof or, in the case of Alterations being made by Tenantvirtue of a Casualty or Condemnation, immediately prior to the occurrence of such Casualty or Condemnation. If such alterations have a cost exceeding $1,000,000 and if requested by Required Participants, Lessor may engage an appraiser of nationally recognized standing, at TenantLessee's sole cost and expense, and to determine (by appraisal methods satisfactory to the Required Participants) the projected Fair Market Value of such Leased Property following completion of the Alterations relating thereto. (6) Lessee shall be diligently prosecuted to completion. The have made adequate arrangements for payment of the cost of any modifications all Alterations when due so that the Leased Property shall at all times be free of Project improvements outside Liens for Labor and materials supplied or inside of the Premises required by any governmental agency as a condition or the result of Tenant's Alterations shall be borne by Tenant. Any contractor or person making such Alterations shall first be approved in writing by Landlord. Upon the expiration of earlier termination of this Lease, Landlord may elect claimed to have Tenant either (i) surrender with the Premises any or all of Alterations as Landlord, Landlord shall determine (except trade fixtures not attached been supplied to the Premises), other than Permitted Liens; provided, that Lessee shall have the right to engage in which case, such Alterations shall become the property of Landlord, or (ii) promptly remove any or all of such Alterations designated by Landlord to be removed, Permitted Contests in which case, Tenant shall repair and restore the Premises to its original condition as of the date of substantial completion of the Tenant Work, reasonable wear and tear exceptedaccordance with Section 9.5 below. (c7) Tenant shall keep the Premises, the Building and the Project free from any and all liens arising out of any work performed, materials furnished, or obligations incurred by or for Tenant. In the event that Tenant shall not, within ten (10) days following the imposition of any The Alterations must be located solely on such lien, cause the same to be released of record by payment or posting of a bond in a form and issued by a surety acceptable to Landlord, Landlord shall have the right, but not the obligation, to cause such lien to be released by such means as it shall deem proper (including payment of or defense against the claim giving rise to such lien); in such case, Tenant shall reimburse Landlord for all amounts so paid by Landlord in connection therewith, together with all of Landlord's costs and expenses, with interest thereon at the Default Rate (defined below). Such rights of Landlord shall be in addition to all other remedies provided herein or by lawSite.

Improvements and Alterations. Tenant shall have the right, at its sole cost and expense, to make changes or alterations to the premises; provided, however, that in all cases any such changes or alterations shall be made subject to the following conditions, which Xxxxxx agrees to observe and perform: a. Tenant shall make no alterations in or additions to the premises without first obtaining the written consent of Landlord, which consent shall not be unreasonably withheld; and Xxxxxx shall notify Landlord at least ten (a10) business days in advance of any alterations in or additions to the premises which Xxxxxx proposes to make. Tenant shall post notice pursuant to the Colorado Mechanics Lien Act so that any lien recorded against the property of which the premises are a part does not attach to Landlord's sole construction obligation under this Lease is set forth in the Work Letter attached hereto as Exhibit "B"’s interest. (b) b. If Landlord permits persons requested by Tenant to perform any alterations, repairs, modifications or additions to the premises, then prior to the commencement of any such work, Tenant shall deliver to Landlord certificates issued by insurance companies qualified to do business in Colorado evidencing that workers’ compensation insurance, public liability insurance and property damage insurance, all in amounts, with companies and on forms satisfactory to Landlord, are in force and maintained by all such contractors and subcontractors engaged by Tenant to perform such work. All such policies shall name Landlord as an additional insured and shall provide that the same may not make any be canceled or modified without thirty (30) days prior written notice to Landlord. c. All such alterations, additions or improvements to the Premises (collectively, "Alterations") without (i) the prior written consent of Landlord, and (ii) compliance with such nondiscriminatory requirements concerning such Alterations as may be imposed by Landlord from time to time. Without limiting the foregoing, Landlord may require, at a minimum, compliance with the requirements set forth in Exhibit "C" attached hereto. All Alterations shall be made by Tenant, at Tenant's ’s sole cost and expenseexpense and, except for the furniture and shall be diligently prosecuted to completion. The cost of any modifications of Project improvements outside or inside of the Premises required by any governmental agency as a condition or the result of Tenant's Alterations shall be borne by Tenant. Any contractor or person making such Alterations shall first be approved in writing by Landlord. Upon the expiration of earlier termination of this Lease, Landlord may elect to have Tenant either (i) surrender with the Premises any or all of Alterations as Landlord, Landlord shall determine (except trade fixtures not attached to the Premises)or except as otherwise provided herein, in which case, such Alterations shall become the property of LandlordLandlord and shall be surrendered with the premises, or (ii) promptly remove any or all of such Alterations designated by Landlord to be removedas a part thereof, in which case, Tenant shall repair and restore at the Premises to its original condition as end of the term hereof. Landlord and Tenant agree to walk through the premises on a date of substantial completion which is not more than forty- five (45) days prior to the end of the term, to examine the improvements and alterations made by Tenant Work, reasonable wear and tear excepted. (c) Tenant shall keep in the Premises, the Building and the Project free from any and all liens arising out of any work performed, materials furnished, or obligations incurred by or for Tenantpremises. In the event that Tenant shall not, Landlord may within ten (10) days following after such examination of the imposition premises by written notice to Tenant require Tenant to remove all or any part of the improvements or alterations installed by Tenant and to repair any damage to the premises resulting from such removal. Tenant shall construct such improvements or alterations in conformance with any and all applicable rules and regulations of any federal, state, or municipal code or ordinance. At least ten (10) days before the commencement of any such lienwork, cause the same Xxxxxx agrees to be released of record by payment or posting of a bond in a form provide Landlord with lien waivers from all persons performing such work and issued by a surety acceptable to Landlord, Landlord shall have the right, but not the obligation, to cause such lien to be released by such means as it shall deem proper (including payment of or defense against the claim giving rise to such lien); in such case, Tenant shall reimburse Landlord for all amounts so paid by Landlord materialmen providing materials used in connection therewith, together which waivers may be conditioned upon payment. d. Tenant shall, at Tenant’s sole cost and expense, be responsible for any alterations, modifications or improvements to the premises, and the acquisition of any auxiliary aids, required under Title III of the Americans With Disabilities Act (“ADA”), including all alterations, modifications, or improvements required: (i) as a result of Tenant being a “Public Accommodation” (as defined in the ADA); (ii) as a result of the premises being a “Commercial Facility” (as defined in the ADA); (iii) as a result of any leasehold improvements made to the premises by, or on behalf of, Tenant (whether or not Landlord’s consent to such leasehold improvements was obtained); or (iv) as a result of the employment by Tenant of any individual with all of Landlord's costs and expenses, with interest thereon at the Default Rate (defined below). Such rights of Landlord shall be in addition to all other remedies provided herein or by lawa disability.

Improvements and Alterations. (a) Simultaneously with the execution of this Lease, Landlord has conveyed the Improvements to Tenant by separate instrument, including the existing building located thereon (the "Building"). Tenant agrees that Tenant will not make any structural or exterior changes to the Building without first obtaining Landlord's sole construction obligation under written consent in accordance with the provisions of subparagraph (b) herein. In the event Tenant desires to make structural or exterior changes or modifications to the Building, Tenant shall submit to Landlord plans and specifications for such changes, including front, rear and side elevations (collectively, the "Plans"), said Plans to be submitted and authorization obtained prior to any structural or exterior work being performed. The Improvements on the Leased Premises and any additions thereto made during the term of the Lease or any extension thereof, shall remain the property of the Tenant until the expiration or termination of the Lease and Tenant shall have the right to remove any of Tenant's personal property, trade fixtures or furnishings, and exterior signage at any time during the term of this Lease is set forth or at its expiration or other termination, subject to the terms and conditions of the Lease. Tenant may, without Landlord's consent, obtain financing for such improvements and insure its interest in the Work Letter attached hereto as Exhibit "B"same. Landlord does not agree to subordinate any of Landlord's rights to any financing institution of Tenant. (b) Tenant shall Landlord agrees that the consent required by subparagraph (a) above will not make any alterations, additions be unreasonably withheld or improvements to the Premises delayed. Unless within thirty (collectively, "Alterations"30) without (i) the prior written consent of Landlord, and (ii) compliance with such nondiscriminatory requirements concerning such Alterations as may be imposed days from receipt by Landlord from time to time. Without limiting the foregoing, Landlord may require, at a minimum, compliance with the requirements set forth in Exhibit "C" attached hereto. All Alterations shall be made of any Plans submitted by Tenant, at Tenant's sole cost and expenseLandlord has furnished Tenant written approval or disapproval of same, and said Plans shall be diligently prosecuted to completiondeemed approved. The cost of Should Landlord disapprove said Plans or any modifications of Project improvements outside or inside of the Premises required by any governmental agency as a condition or the result of Tenant's Alterations shall be borne by Tenant. Any contractor or person making such Alterations shall first be approved in writing by Landlord. Upon the expiration of earlier termination of this Lease, Landlord may elect to have Tenant either (i) surrender with the Premises any or all of Alterations as Landlordpart thereof, Landlord shall determine (except trade fixtures not attached to specifically set forth the Premises), in which case, such Alterations shall become reason forming the property of Landlord, or (ii) promptly remove any or all basis of such Alterations designated by Landlord to be removed, in which case, Tenant shall repair and restore the Premises to its original condition as of the date of substantial completion of the Tenant Work, reasonable wear and tear excepteddisapproval. (c) Tenant In no event shall keep the Premises, exterior changes to the Building be deemed to mean or include signs, logos or similar identifying structures and the Project free from any and all liens arising out of any work performed, materials furnishedsymbols, or obligations incurred by decorative improvements. A structural change shall mean any enlargement in or for Tenant. In reduction of the event that Tenant shall not, within ten (10) days following size of the imposition of Building or any such lien, cause modification to or in the same to be released of record by payment roof or posting of a bond in a form and issued by a surety acceptable to Landlord, Landlord shall have load bearing walls which affects the right, but not the obligation, to cause such lien to be released by such means as it shall deem proper (including payment of or defense against the claim giving rise to such lien); in such case, Tenant shall reimburse Landlord for all amounts so paid by Landlord in connection therewith, together with all of Landlord's costs and expenses, with interest thereon at the Default Rate (defined below). Such rights of Landlord shall be in addition to all other remedies provided herein or by lawstructural integrity thereof.

Improvements and Alterations. (a) Landlord's sole construction obligation under this Lease is set forth in the Work Letter attached hereto as Exhibit "B". (b) Tenant Subtenant shall not make any alterations, additions or improvements to the Subleased Premises (collectively, "“Alterations"”) without (i) the prior written consent of Landlordand approval of plans and specifications therefor by (a) Sublandlord, which consent shall not be unreasonably withheld, conditioned or delayed provided that (1) no Subtenant Default exists, (2) the Alterations in question comply with the terms and conditions of the Prime Lease and (3) the Alterations in question would not be required to be removed at the expiration or termination of this Sublease (unless Subtenant agrees to remove any such Alterations at its expense as a condition of Sublandlord’s consent), and (iib) compliance with such nondiscriminatory requirements concerning such Alterations as Landlord if Landlord’s consent is required under the Prime Lease. In addition to any other reasonable basis upon which Sublandlord may be imposed deny, withhold or condition consent to any proposed Alterations, Subtenant agrees that any denial, withholding or conditioning of consent by Landlord from time shall be deemed a reasonable basis upon which Sublandlord may deny, withhold or condition its consent to timethe proposed Alterations. Without limiting the foregoing, Sublandlord agrees to submit to Landlord may requireany request for Landlord consent and approval of plans and specifications and to reasonably cooperate with Subtenant, at a minimumno cost to Sublandlord, compliance in obtaining any such consent from Landlord. Any Alterations to the Subleased Premises shall be undertaken in accordance with Section 4 of the requirements Prime Lease. Sublandlord may require any noisy or disruptive work, or work that emits offensive odors, that Subtenant intends to perform be performed outside of the Business Hours set forth in Exhibit "C" attached hereto. All Alterations shall be made by Tenant, at Tenant's sole cost and expense, and shall be diligently prosecuted to completion. The cost of any modifications of Project improvements outside or inside C of the Premises required by Prime Lease. Subtenant shall indemnify, defend and hold harmless Sublandlord for any governmental agency as a condition claims of Landlord or the result of Tenant's Alterations shall be borne by Tenant. Any contractor or person making such Alterations shall first be approved in writing by Landlord. Upon the expiration of earlier termination of this Leaseany third parties (including, Landlord may elect to have Tenant either (iwithout limitation, lien claims) surrender with the Premises any or all of Alterations as Landlord, Landlord shall determine (except trade fixtures not attached to the Premises), in which case, such Alterations shall become the property of Landlord, or (ii) promptly remove any or all of such Alterations designated by Landlord to be removed, in which case, Tenant shall repair and restore the Premises to its original condition as of the date of substantial completion of the Tenant Work, reasonable wear and tear excepted. (c) Tenant shall keep the Premises, the Building and the Project free from any and all liens arising out of any work performed, materials furnished, or obligations incurred Alterations made by or for Tenantby third parties on behalf of Subtenant (or its permitted sub-subtenants or assignees). In the event that Tenant shall not, within ten (10) days following the imposition of any such lien, cause the same Any costs or expenses required to be released of record by payment or posting of a bond in a form and issued by a surety acceptable paid pursuant to Landlord, Landlord shall have the right, but not the obligation, Prime Lease relating to cause such lien to be released by such means as it shall deem proper (including payment of or defense against the claim giving rise to such lien); in such case, Tenant shall reimburse Landlord any request for all amounts so paid by consent from Landlord in connection therewithwith any such Alterations (including, together with all of Landlord's without limitation, costs and expensesexpenses relating to Landlord’s review of space plans and working drawings) or otherwise relating to such Alterations (including, with interest thereon at without limitation, any administrative fee or construction management fee required to be paid pursuant to the Default Rate (defined below). Such rights of Landlord Prime Lease and any additional real estate taxes resulting from such Alterations) shall be paid by Subtenant within the time period set forth in addition the Prime Lease for payment of such costs or expenses. In addition, Subtenant shall reimburse Sublandlord within EMF_US 83351163v7 thirty (30) days after written demand by Sublandlord for all actual reasonable out-of-pocket costs incurred by Sublandlord in connection with reviewing any space plans and working drawings, in obtaining Landlord’s review of and consent to all other remedies provided herein such Alterations, or by lawotherwise in any way related to such Alterations.

Improvements and Alterations. (a) Landlord's sole construction obligation under this Lease is set forth The Lessee, at the Lessee’s own cost and expense, (i) shall make alterations, renovations, repairs, improvements and additions to the Leased Property or any part thereof and substitutions and replacements therefor (collectively, “Alterations”) which are (A) necessary or advisable to repair or maintain the Leased Property in the Work Letter attached hereto condition required by Section 9.1 or (B) necessary or advisable to restore the Leased Property to its condition existing prior to a Casualty or Condemnation to the extent required pursuant to Article XIII and (ii) so long as Exhibit "B"no Material Default or Event of Default has occurred and is continuing, may undertake Alterations to the Leased Property so long as, in each case, such Alterations comply in all material respects with Applicable Laws and are consistent and comply with Section 9.1 and subsection (b) of this Section 9.2. (b) Tenant The making of any Alterations pursuant to Section 9.2(a)(ii) above must be in compliance with the following requirements: (i) the Lessee shall not make any alterationsAlterations (1) in violation of the terms of any restriction, additions easement, condition, covenant or improvements other similar matter affecting title to or binding on the Premises Leased Property or (collectively, "Alterations"2) without (i) that would adversely affect the prior written consent marketability of Landlord, and the Leased Property; (ii) compliance with such nondiscriminatory requirements concerning such no Alterations shall be undertaken until the Lessee shall have procured and paid for, so far as the same may be imposed by Landlord required from time to time, all permits and authorizations relating to such Alterations of all municipal and other Authorities having jurisdiction over the Leased Property. Without limiting the foregoing, Landlord may requireThe Lessor, at a minimum, compliance with the requirements set forth in Exhibit "C" attached hereto. All Alterations shall be made by Tenant, at Tenant's sole cost and Lessee’s expense, and shall be diligently prosecuted to completion. The cost of any modifications of Project improvements outside or inside of join in the Premises required by any governmental agency as a condition or the result of Tenant's Alterations shall be borne by Tenant. Any contractor or person making such Alterations shall first be approved in writing by Landlord. Upon the expiration of earlier termination of this Lease, Landlord may elect to have Tenant either (i) surrender with the Premises any or all of Alterations as Landlord, Landlord shall determine (except trade fixtures not attached to the Premises), in which case, such Alterations shall become the property of Landlord, or (ii) promptly remove any or all of such Alterations designated by Landlord to be removed, in which case, Tenant shall repair and restore the Premises to its original condition as of the date of substantial completion of the Tenant Work, reasonable wear and tear excepted. (c) Tenant shall keep the Premises, the Building and the Project free from any and all liens arising out of any work performed, materials furnished, or obligations incurred by or application for Tenant. In the event that Tenant shall not, within ten (10) days following the imposition of any such lien, cause the same to be released of record by payment permit or posting of a bond in a form authorization and issued by a surety acceptable to Landlord, Landlord shall have the right, but not the obligation, to cause such lien to be released by such means as it shall deem proper (including payment of or defense against the claim giving rise to such lien); in such case, Tenant shall reimburse Landlord for all amounts so paid by Landlord execute and deliver any document in connection therewith, together whenever such joinder is necessary or advisable; provided, however, such joinder shall not constitute or be deemed to constitute, any assumption or responsibility or liability whatsoever by the Lessor, such responsibility and liability being solely the responsibility of the Lessee; (iii) the Alterations shall be completed in a good and workmanlike manner and in compliance in all material respects with all of Landlord's costs Applicable Laws then in effect and expenses, with interest thereon at the Default Rate (defined below). Such rights of Landlord shall standards imposed by any insurance policies required to be in addition to all other remedies provided herein or by law.maintained hereunder;

Improvements and Alterations. (a) Except as expressly set forth in this Lease, including without limitation, the Work Letter, Landlord shall deliver the Premises to Tenant, and Tenant agrees to accept the Premises from Landlord in its existing “AS-IS”, “WHERE-IS” and “WITH ALL FAULTS” condition, and Landlord shall have no obligation to refurbish or otherwise improve the Premises throughout the Lease Term; provided, however, and notwithstanding the foregoing to the contrary, to the extent not already completed as of the Effective Date of this Lease, Landlord's ’s sole construction obligation under this Lease is obligations with respect to the Premises shall be to complete those items of Landlord’s Work set forth in Exhibit H attached hereto and incorporated herein for all purposes and those obligations of Landlord set forth in the Work Letter attached hereto as Exhibit "B"B and any obligations expressly set forth in Paragraph 19(hh) below. Subject to Landlord’s reasonable regulations, restrictions and guidelines and applicable laws and subject to Landlord’s reasonable approval with respect to location and specifications, Tenant may core drill between the floors of the Premises (including the floor of the fourth floor of the Building) to install and service wire, conduit and cable that serve Tenant’s equipment in the Premises in accordance with, and subject to, the other terms and provisions of this Lease and Landlord’s rights hereunder with respect to such areas. Tenant shall be responsible for restoring any such core drills at the expiration or earlier termination of the Lease. Subject to applicable laws, codes ordinances and regulations and Landlord’s prior written reasonable approval, Tenant shall be permitted to use the internal stairwells in the Building between the floors of the Premises (including the right to install security on those doors such as card readers, provided that (i) such security installation is in compliance with all applicable laws, codes and ordinances, (ii) Landlord approves the plans and specifications with respect to such security systems, (iii) Tenant being obligated to provide Landlord with access cards for such security systems, and (iv) upon the expiration or earlier termination of the Lease Tenant shall be required to remove such security systems and restore the Building to the condition existing prior to such installation). Any costs associated with investigating code requirements and/or making improvements or alterations required by code in order for Tenant to utilize the internal stairways and install security equipment shall be paid for by Tenant. (b) Any alterations, additions, or improvements made by or on behalf of Tenant to the Premises (“Alterations”) shall be subject to Landlord’s prior written consent, which consent shall not make be unreasonably withheld or conditioned and shall be granted or denied within fifteen (15) business days. Landlord’s consent shall be reasonably withheld with respect to proposed Alterations that (i) fail to comply with all applicable laws, ordinances, rules and regulations; (ii) are not compatible with the Building and its mechanical, electrical, HVAC and life safety systems; (iii) will interfere with the use and occupancy of any alterations, additions other portion of the Building by any other tenant or their invitees; (iv) adversely affects the structural portions of the Building; or (v) requires the construction of any other improvements to or alteration that is visible from the exterior of the Premises (collectively, "a “Design Problem”). Notwithstanding, Tenant shall have the right, without Landlord’s consent but upon fifteen (15) business days’ prior notice to Landlord, to make non-structural additions and alterations (“Non-Consent Alterations"”) to the Premises, provided that such Non-Consent Alterations do not create a Design Problem and do not cost more than $75,000 in the aggregate in any calendar year. Tenant shall also have the right without prior notice at any time to install phone, computer and telecommunications lines and cabling that do not affect the Building systems and are located entirely within the Premises. The construction of the initial improvements to the Premises shall be governed by the terms of the Work Letter and not the terms of this Paragraph 4 unless otherwise expressly set forth in this Paragraph 4. In connection with the initial Tenant Improvements, Landlord hereby approves the space plan dated May 15, 2015 (the “Initial Space Plan”) that was furnished by Tenant to Landlord prior to the execution of this Lease and agrees that Tenant shall not be required to restore any of the Tenant Improvements shown on such Initial Space Plan; provided, however, except as otherwise provided in subparagraph (xi) of Exhibit H, Tenant hereby acknowledges and agrees that Tenant shall be solely responsible for all costs associated with or arising from the amount of occupants (or deemed occupancy per Laws) located on each floor of the Premises to the extent such costs result from an occupancy (or deemed occupancy) in excess of five (5) persons per 1,000 rentable square feet, including without limitation, those required by applicable Laws including ingress/egress requirements (whether such exiting requirements arise within the Premises or outside the Premises) except for item (xi) under Exhibit H which shall be Landlord’s responsibility, restroom upgrades (including, but not limited to, additional fixtures), and any other upgrades or modifications made to the Building, Common Areas and base building systems (e.g., HVAC). In no event does Landlord make any representation or warranty with respect to the suitability of the Initial Space Plan or if such Initial Space Plan complies with applicable Laws. Tenant shall cause, at its sole cost and expense, all Alterations to comply with commercially reasonable insurance requirements and with Laws and shall construct, at its sole cost and expense, any alteration or modification required by Laws as a result of any Alterations. All Alterations shall be constructed at Tenant’s sole cost and expense, in a first class and good and workmanlike manner by contractors reasonably acceptable to Landlord, which consent shall not be unreasonably withheld or conditioned and shall be granted or denied within fifteen (15) business days, and only good grades of materials shall be used consistent with the quality of the Building. All plans and specifications for any Alterations shall be submitted to Landlord for its approval, which approval shall not be unreasonably withheld or denied within fifteen (15) business days. Landlord may monitor construction of the Alterations and Tenant shall reimburse Landlord for its actual out-of-pocket costs incurred in connection with such monitoring as Landlord is required to pay in connection with its then existing contractual relationship with its property management or construction manager. Landlord’s right to review plans and specifications and to monitor construction shall be solely for its own benefit, and Landlord shall have no duty to see that such plans and specifications or construction comply with applicable laws, codes, rules and regulations. Without limiting the other grounds upon which Landlord may refuse to approve any contractor or subcontractor, Landlord may take into account the desirability of maintaining harmonious labor relations at the Project; provided, however, Landlord agrees that Tenant shall have the right to cure any disharmony through maintenance of a duel gate system. Tenant shall not be required to engage union labor in connection with the Tenant Improvements or any Alterations; provided, however, if the identity of Tenant’s contractor creates any labor disharmony at the Building or Project, then Landlord may require Tenant to cease its construction activities until such labor disharmony is resolved; provided, however, Landlord agrees that Tenant shall have the right to cure any disharmony through maintenance of a dual gate system. Landlord may require that all life safety related work and mechanical, electrical and plumbing (ARC is hereby approved by Landlord) and roof related work to be performed by contractors reasonably designated by Landlord; provided, however, if such Landlord designated contractors are not providing commercially reasonable prices or are not reasonably available, then Landlord agrees to consult with such contractors in order to resolve such issues. Landlord shall have the right, in its sole discretion, to instruct Tenant to remove those improvements or Alterations from the Premises which (i) were not approved in advance by Landlord (except for Non-Consent Alterations, provided, however, such Non-Consent Alterations shall not be specialized to Tenant otherwise Landlord can require their removal), or (ii) were not built in substantial conformance with the plans and specifications approved by Landlord, as applicable. Furthermore, Landlord may, by written notice to Tenant at the time of consent and only for Alterations requiring Landlord’s consent (or with respect to any specialized Non-Consent Alterations), require Tenant, at Tenant’s expense, to remove any Alterations in the Premises and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to the condition existing prior written consent to Tenant’s installation of Landlordthe subject Alteration and/or fixture; provided, however, that (i) in no event shall Tenant be obligated to remove any general office Alterations or general office Tenant Improvements, and (ii) compliance Landlord shall make such designation, if at all, concurrently with such nondiscriminatory requirements concerning such Alterations as may be imposed by Landlord from time to timeLandlord’s approval (if applicable) of the subject Alteration or Tenant Improvement (not shown on the Initial Space Plan). Without limiting the foregoing, Landlord may requireonly require the removal of any Alterations and/or initial Tenant improvements not shown on the Initial Space Plan to the extent the same consist of non-typical general office use improvements (the “Non-General Office Improvements”). For purposes of this Paragraph 4(b), at the following is a minimumnon-exhaustive list of examples of non-typical general office use improvements that Landlord can require Tenant to remove and restore: personal baths and showers, compliance with the requirements rolling file systems, structural alterations, core drilled holes, server racks, security system, card access system, key pad door hardware, raised floor, heat pump, racking systems, classrooms, internal stairwell, high density filing systems, relocating call buttons, built-in workstations, supplemental HVACs, safe and vault areas, and audio/visual studio/stage. Except as set forth in Exhibit "C" attached heretothe proceeding sentences, Tenant shall not be obligated to remove such Alterations at the expiration of this Lease. All Alterations shall be made by If at the time of consent to an Alteration and/or Tenant Improvement not shown on the Initial Space Plan, Landlord requires Tenant to remove such Alteration and/or Tenant Improvement not shown on the Initial Space Plan from the Premises, then Tenant, at Tenant's ’s sole cost and expense, and shall be diligently prosecuted to completion. The cost of any modifications of Project improvements outside or inside of promptly remove such Alteration and/or Tenant Improvement not shown on the Premises required by any governmental agency as a condition or initial Space Plan upon the result of Tenant's Alterations shall be borne by Tenant. Any contractor or person making such Alterations shall first be approved in writing by Landlord. Upon the expiration of earlier termination of this Lease, Landlord may elect to have Tenant either (i) surrender with the Premises any or all of Alterations as Landlord, Landlord shall determine (except trade fixtures not attached to the Premises), in which case, such Alterations shall become the property of Landlord, or (ii) promptly remove any or all of such Alterations designated by Landlord to be removed, in which case, Lease and Tenant shall repair and restore the Premises to its original condition as of the date Commencement Date (or as of substantial completion of delivery with respect to any Tenant Improvements not shown on the Tenant WorkInitial Space Plan), reasonable wear and tear and casualty excepted. Any Alterations remaining in the Premises following the expiration of the Lease Term or following the surrender of the Premises from Tenant to Landlord, shall become the property of Landlord. If such Alterations will involve the use of or disturb Hazardous Materials existing in the Premises, Tenant shall comply with Landlord’s reasonable non-discriminatory rules and regulations concerning such Hazardous Materials. Tenant shall provide Landlord with the identities and mailing addresses of all persons performing work or supplying materials, prior to beginning such construction, and Landlord may post on and about the Premises notices of non-responsibility pursuant to applicable law. Tenant shall assure payment for the completion of all work free and clear of liens and shall provide certificates of insurance for worker’s compensation and other coverage in amounts and from an insurance company reasonably satisfactory to Landlord and consistent with the requirements of landlords of Comparable Buildings, protecting Landlord against liability for bodily injury or property damage during construction. Upon completion of any Alterations and upon Landlord’s reasonable request, Tenant shall deliver to Landlord final lien waivers from all such contractors and subcontractors. Additionally, upon completion of any Alteration, Tenant shall provide Landlord, at Tenant’s expense, with a complete set of plans in reproducible form and specifications reflecting the actual conditions of the Alterations, together with a copy of such plans on diskette in the AutoCAD format or such other format as may then be in common use for computer assisted design purposes. Tenant shall pay to Landlord, as additional rent, the reasonable third party costs of Landlord’s engineers and other consultants (but not Landlord’s in- house personnel) for any required technical review of all plans, specifications and working drawings for the Alterations, within thirty (30) days after Tenant’s receipt of invoices either from Landlord or such consultants. In addition to such costs, Tenant shall pay to Landlord, within thirty (30) days after completion of any Alterations, the actual, reasonable extra costs incurred by Landlord for services rendered by Landlord’s management personnel and engineers to coordinate and/or supervise any of the Alterations to the extent such services are provided in excess of or after the normal on-site hours of such engineers and management personnel. (c) Tenant shall keep the Premises, the Building and the Project free from any and all liens arising out of any Alterations or Tenant Improvements, work performed, materials furnished, or obligations incurred by or for Tenant. In the event that Tenant shall not, within ten (10) business days following notice from Landlord of the imposition of any such lien, cause the same to be released of record by payment or posting of a bond in a form and issued by a surety reasonably acceptable to Landlord, Landlord shall have the right, but not the obligation, to cause such lien to be released by such means as it shall deem proper (including payment of or defense against the claim giving rise to such lien); in such case, Tenant shall reimburse Landlord for all amounts so paid by Landlord in connection therewith, together with all of Landlord's ’s costs and expenses, with interest thereon at the Default Rate (defined below)) and Tenant shall indemnify and defend each and all of the Landlord Indemnitees (defined below) against any damages, losses or costs arising out of any such claim. Tenant’s indemnification of Landlord contained in this Paragraph shall survive the expiration or earlier termination of this Lease. Such rights of Landlord shall be in addition to all other remedies provided herein or by law. (d) NOTICE IS HEREBY GIVEN THAT LANDLORD SHALL NOT BE LIABLE FOR ANY LABOR, SERVICES OR MATERIALS FURNISHED OR TO BE FURNISHED TO TENANT, OR TO ANYONE HOLDING THE PREMISES THROUGH OR UNDER TENANT, AND THAT NO MECHANICS’ OR OTHER LIENS FOR ANY SUCH LABOR, SERVICES OR MATERIALS SHALL ATTACH TO OR AFFECT THE INTEREST OF LANDLORD IN THE PREMISES.

Improvements and Alterations. (a) Landlord's sole construction Landlord shall deliver the Premises to Tenant, and Tenant agrees to accept the Premises from Landlord in its existing “AS-IS”, “WHERE-IS” and “WITH ALL FAULTS” condition, and Landlord shall have no obligation under to refurbish or otherwise improve the Premises throughout the Lease Term. Tenant may use the personal property located in the Premises which is listed on Exhibit E attached hereto during the Initial Term and the Extension Term. If Tenant extends the Initial Term for the Extension Term and is not in default of this Lease is set forth in throughout the Work Letter attached hereto entire Lease Term, Tenant may, upon the expiration of the Extension Term, remove the furniture and equipment from the Premises but not any other items of personal property such as Exhibit "B"art work or vases. Tenant shall have no liability for the condition of the furniture or equipment at the end of the Lease Term. (b) Tenant shall not make any Any alterations, additions additions, or improvements made by or on behalf of Tenant to the Premises (collectively, "“Alterations"”) without shall be subject to Landlord’s prior written consent. Landlord’s consent shall not be unreasonably withheld with respect to proposed Alterations that (i) the prior written consent of Landlordcomply with all applicable laws, ordinances, rules and regulations; (ii) compliance are compatible with such nondiscriminatory requirements concerning such Alterations as may be imposed the Building and its mechanical, electrical, HVAC and life safety systems; (iii) will not interfere with the use and occupancy of any other portion of the Building by Landlord from time to timeany other tenant or their invitees; (iv) do not affect the structural portions of the Building; and, (v) do not and will not, whether alone or taken together with other improvements, require the construction of any other improvements or alterations within the Building. Without limiting the foregoing, Landlord may requireTenant shall cause, at its sole cost and expense, all Alterations to comply with insurance requirements and with Laws and shall construct, at its sole cost and expense, any alteration or modification required by Laws as a minimum, compliance with the requirements set forth in Exhibit "C" attached heretoresult of any Alterations. All Alterations shall be made by Tenant, constructed at Tenant's ’s sole cost and expense, in a first class and good and workmanlike manner by contractors reasonably acceptable to Landlord and only good grades of materials shall be diligently prosecuted to completionused. The cost of All plans and specifications for any modifications of Project improvements outside or inside of the Premises required by any governmental agency as a condition or the result of Tenant's Alterations shall be borne submitted to Landlord for its approval. Landlord may monitor construction of the Alterations and Tenant shall reimburse Landlord for any costs incurred by TenantLandlord in monitoring such construction. Any Landlord’s right to review plans and specifications and to monitor construction shall be solely for its own benefit, and Landlord shall have no duty to see that such plans and specifications or construction comply with applicable laws, codes, rules and regulations. Without limiting the other grounds upon which Landlord may refuse to approve any contractor or person making such Alterations shall first subcontractor, Landlord may take into account the desirability of maintaining harmonious labor relations at the Project. Landlord may also require that all life safety related work and all mechanical, electrical, plumbing and roof related work be approved in writing performed by contractors designated by Landlord. Upon Landlord shall have the expiration of earlier termination of this Leaseright, Landlord may elect in its sole discretion, to have instruct Tenant either to remove those improvements or Alterations from the Premises which (i) surrender were not approved in advance by Landlord, (ii) were not built in conformance with the Premises any or all of Alterations as Landlord, Landlord shall determine (except trade fixtures not attached to the Premises), in which case, such Alterations shall become the property of plans and specifications approved by Landlord, or (iiiii) promptly Landlord specified during its review of plans and specifications for Alterations would need to be removed by Tenant upon the expiration of this Lease. Except as set forth in the preceding sentence, Tenant shall not be obligated to remove such Alterations at the expiration of this Lease. Landlord shall not unreasonably withhold or delay its approval with respect to what improvements or Alterations Landlord may require Tenant to remove at the expiration of the Lease. If upon the termination of this Lease Landlord requires Tenant to remove any or all of such Alterations designated by Landlord to be removedfrom the Premises, in which casethen Tenant, at Tenant’s sole cost and expense, shall promptly remove such Alterations and improvements and Tenant shall repair and restore the Premises to its original condition as of the date of substantial completion of the Tenant WorkCommencement Date, reasonable wear and tear excepted. Any Alterations remaining in the Premises following the expiration of the Lease Term or following the surrender of the Premises from Tenant to Landlord, shall become the property of Landlord unless Landlord notifies Tenant otherwise. Tenant shall provide Landlord with the identities and mailing addresses of all persons performing work or supplying materials, prior to beginning such construction, and Landlord may post on and about the Premises notices of non-responsibility pursuant to applicable law. Tenant shall assure payment for the completion of all work free and clear of liens and shall provide certificates of insurance for worker’s compensation and other coverage in amounts and from an insurance company reasonably satisfactory to Landlord protecting Landlord against liability for bodily injury or property damage during construction. Upon completion of any Alterations and upon Landlord’s reasonable request, Tenant shall deliver to Landlord sworn statements setting forth the names of all contractors and subcontractors who did work on the Alterations and final lien waivers from all such contractors and subcontractors. Additionally, upon completion of any Alteration, Tenant shall provide Landlord, at Tenant’s expense, with a complete set of plans in reproducible form and specifications reflecting the actual conditions of the Alterations, together with a copy of such plans on diskette in the AutoCAD format or such other format as may then be in common use for computer assisted design purposes. Tenant shall pay to Landlord, as additional rent, the reasonable costs of Landlord’s engineers and other consultants (but not Landlord’s on-site management personnel) for review of all plans, specifications and working drawings for the Alterations and for the incorporation of such Alterations in the Landlord’s master Building drawings, within ten (10) business days after Tenant’s receipt of invoices either from Landlord or such consultants together with (in any event) an administrative charge of ten percent (10%) of the actual costs of such work. In addition to such costs, Tenant shall pay to Landlord, within ten (10) business days after completion of any Alterations, the actual, reasonable costs incurred by Landlord for services rendered by Landlord’s management personnel and engineers to coordinate and/or supervise any of the Alterations to the extent such services are provided in excess of or after the normal on-site hours of such engineers and management personnel. (c) Tenant shall keep the Premises, the Building and the Project free from any and all liens arising out of any Alterations, work performed, materials furnished, or obligations incurred by or for Tenant. In the event that Tenant shall not, within ten (10) days following the imposition of any such lien, cause the same to be released of record by payment or posting of a bond in a form and issued by a surety acceptable to Landlord, Landlord shall have the right, but not the obligation, to cause such lien to be released by such means as it shall deem proper (including payment of or defense against the claim giving rise to such lien); in such case, Tenant shall reimburse Landlord for all amounts so paid by Landlord in connection therewith, together with all of Landlord's ’s costs and expenses, with interest thereon at the Default Rate (defined below)) and Tenant shall indemnify and defend each and all of the Landlord Indemnitees (defined below) against any damages, losses or costs arising out of any such claim. Tenant’s indemnification of Landlord contained in this Paragraph shall survive the expiration or earlier termination of this Lease. Such rights of Landlord shall be in addition to all other remedies provided herein or by law. (d) NOTICE IS HEREBY GIVEN THAT LANDLORD SHALL NOT BE LIABLE FOR ANY LABOR, SERVICES OR MATERIALS FURNISHED OR TO BE FURNISHED TO TENANT, OR TO ANYONE HOLDING THE PREMISES THROUGH OR UNDER TENANT, AND THAT NO MECHANICS’ OR OTHER LIENS FOR ANY SUCH LABOR, SERVICES OR MATERIALS SHALL ATTACH TO OR AFFECT THE INTEREST OF LANDLORD IN THE PREMISES. (e) Nothing contained in this Lease shall be construed as a consent on the part of Landlord to subject the estate of Landlord to liability under the Construction Lien Law of the State of Florida, it being expressly understood that the Landlord’s estate shall not be subject to such liability. Tenant shall strictly comply with the Construction Lien Law of the State of Florida as set forth in Chapter 713, Florida Statutes. Tenant agrees to obtain and deliver to Landlord prior to the commencement of any work or Alterations or the delivery of any materials, written and unconditional waivers of contractors’ liens with respect to the Premises, the Building and the Project Common Areas for all work, service or materials to be furnished at the request or for the benefit of Tenant to the Premises, and any Notice of Commencement filed by Tenant shall contain, in bold print, the first sentence of this Paragraph 4(e). Such waivers shall be signed by all architects, engineers, designers, contractors, subcontractors, materialmen and laborers to become involved in such work. Notwithstanding the foregoing, Tenant at its expense shall cause any lien filed against the Premises, the Building or the Common Areas of the Building or Project for work, services or materials claimed to have been furnished to or for the benefit of Tenant to be satisfied or transferred to bond within ten (10) days after Tenant’s having received notice thereof. In the event that Tenant fails to satisfy or transfer to bond such claim of lien within said ten (10) day period, Landlord may do so and thereafter charge Tenant as Additional Rent, all costs incurred by Landlord in connection with the satisfaction or transfer of such claim, including attorneys fees. Further, Tenant agrees to indemnify, defend, and save the Landlord harmless from and against any damage to and loss incurred by Landlord as a result of any such contractor’s claim of lien. If so requested by Landlord, Tenant, at Tenant’s cost, shall execute a short form or memorandum of this Lease, which may, in Landlord’s sole discretion be recorded in the Public Records of the County in which the Premises is located for the purpose of protecting Landlord’s estate from contractors’ Claims of Lien, as provided in Chapter 713.10, Florida Statutes. In the event such short form or memorandum of this Lease is executed, Tenant shall simultaneously execute and deliver to Landlord an instrument in recordable form terminating Tenant’s interest in the real property upon which the Premises are located, which instrument may be recorded by Landlord at the expiration or earlier termination of the term of this Lease. The security deposit paid by Tenant may be used by Landlord for the satisfaction or transfer of any Contractor’s Claim of Lien, as provided in this Paragraph. This Paragraph shall survive the termination of this Lease.

Improvements and Alterations. (a) Landlord shall deliver the Premises to Tenant, and Tenant agrees to accept the Premises from Landlord in its existing “AS-IS”, “WHERE-IS” condition subject to Landlord's ’s performing its ongoing janitorial and maintenance obligations and Landlord’s obligations to complete the Building Enhancements identified on Exhibit B attached hereto. To the extent Landlord does not complete the Building Enhancements by the time periods set forth on Exhibit B, as such time period may be extended due to Force Majeure (as defined in Paragraph 24(x)), then the parties acknowledge that Landlord shall be in default of its obligations hereunder and Tenant shall have the rights and remedies set forth in Paragraph 17(b) below. Landlord shall have no obligation to refurbish or otherwise improve the Premises throughout the Lease Term; provided, however, and notwithstanding the foregoing to the contrary, Landlord’s sole construction obligation under this Lease is set forth in the Work Letter attached hereto enhancements to the Building specifically set forth on Exhibit B. Notwithstanding the forgoing, Landlord represents that to the best of its knowledge, as Exhibit "B"of the Effective Date, the Building complies with applicable local, state and federal regulations, including compliance with the Americans with Disabilities Act with respect to all Common Areas. (b) Commencing on the Effective Date, Landlord shall provide Tenant an allowance (the “Tenant Improvement Allowance”) equal to Nine Million Eighty Thousand Six Hundred Eighty Dollars ($9,080,680.00) (which amount is based on the product of (A) Seventy and 00/100 Dollars ($70.00) multiplied by (B) the number of square feet of Rentable Area in the Premises). The Tenant Improvement Allowance is provided in order to help Tenant finance the hard costs associated with Tenant’s construction of the physical tenant improvements actually installed in the Premises (“Tenant Improvements”); provided, however, that notwithstanding anything to the contrary, Tenant shall have the right to apply up to fifteen percent (15%) of the Tenant Improvement Allowance to Tenant’s architectural and engineering design fees, telephone and data cabling, project management fees, and furniture and equipment purchases. Tenant shall pay all of its costs and expenses incurred in connection with such Tenant Improvements. Within thirty (30) days after receipt of a written request from Tenant, but in no event more than one (1) time during any calendar month, Landlord shall reimburse Tenant for (or, at Tenant’s request, pay directly to any contractor of Tenant pursuant to approved invoices received from Tenant) the expenses incurred by Tenant in constructing such Tenant Improvements in the Premises to the extent of the Tenant Improvement Allowance not previously funded or applied by Landlord under this Paragraph 4(b), provided: (1) such request is accompanied by reasonably acceptable supporting documentation indicating that such expenses have been incurred and paid (or are currently payable) by Tenant; (2) the work and materials for which payment is requested shall be performed pursuant to all applicable provisions of the Lease; (3) Tenant is not in default under the Lease; and (4) such request is accompanied by lien waivers from the party under contract with Tenant for such Tenant Improvements, which lien waivers must cover all Tenant Improvements performed as of the date of such request for which payment is then being requested, but may be conditioned on such payment being received. Tenant shall have no right to utilize any unused portion of the Tenant Improvement Allowance for any invoice received on or after the date (the “Outside Date”) that is the earlier of (1) the date Tenant notifies Landlord in writing that all of the Tenant Improvements intended to be done by Tenant in the Premises have been completed (“Completion Notice”), or (2) December 31, 2014. Landlord and Tenant acknowledge and agree that the Tenant Improvements may be conducted and completed in stages and in different parts of the Premises at different times prior to the Outside Date. If Tenant fails to timely utilize the entire Tenant Improvement Allowance for such improvements as aforesaid, then Tenant shall not make be entitled to any credit, cash or otherwise, therefor; provided, however, if any portion of the Tenant Improvement Allowance remains after the Outside Date, Tenant shall have the right to credit the lesser of (i) the remaining balance of the Tenant Improvement Allowance, or (ii) fifteen percent (15%) of the total Tenant Improvement Allowance, to the Base Rent first due and owing in the first calendar year following the year in which Tenant notifies Landlord in writing that the Tenant Improvements have been completed and makes its final draw request for payment of hard and soft costs associated with the Tenant Improvements. (c) All Tenant Improvements and any subsequent alterations, additions, or improvements made by or on behalf of Tenant to the Premises excluding cosmetic alterations, additions or improvements (“Alterations”) shall be subject to Landlord’s prior written consent, which consent shall not be unreasonably delayed, conditioned or denied, unless such alterations, additions or improvements adversely affect the Premises (collectivelystructure of the Building or operating systems of the Building, "Alterations") without in which case Landlord may withhold, condition or delay its consent in its sole discretion. Landlord’s consent shall not be unreasonably withheld with respect to proposed Tenant Improvements or Alterations that (i) the prior written consent of Landlordcomply with all applicable laws, ordinances, rules and regulations; (ii) compliance are compatible with such nondiscriminatory requirements concerning such Alterations as may be imposed the Building’s mechanical, electrical, HVAC and life safety systems; (iii) will not interfere in a material manner with the use and occupancy of any other portion of the Building by Landlord from time any other tenant or their invitees; (iv) do not affect the structural portions of the Building; and, (v) do not and will not, whether alone or taken together with other improvements, require the construction of any other improvements or alterations within the Building. To the extent Tenant requires access to time. Without limiting the foregoingriser space and telephone communications closets, Landlord may requireshall provide such access as necessary in connection with the Alterations. Tenant shall cause, at a minimum, compliance with the requirements set forth in Exhibit "C" attached hereto. All Alterations shall be made by Tenant, at Tenant's its sole cost and expense, all Tenant Improvements or Alterations to comply with insurance requirements and with Laws and shall be diligently prosecuted to completion. The construct, at its sole cost and expense, any alteration or modification required by Laws as a result of any modifications of Project improvements outside Tenant Improvements or inside of the Premises required by any governmental agency as a condition Alterations. All Tenant Improvements or the result of Tenant's Alterations shall be borne constructed at Tenant’s sole cost and expense, in a first class and good and workmanlike manner by contractors reasonably acceptable to Landlord and only good grades of materials shall be used. All plans and specifications for any Tenant Improvements or Alterations requiring Landlord’s approval shall be submitted to Landlord for its approval, which approval shall not be unreasonably delayed, conditioned or denied. Landlord shall approve or disapprove the proposed Alterations in writing within thirty (30) days after receipt of a description of the proposed Alterations from Tenant. Any contractor If Landlord fails to approve or person making request modifications to the proposed Alterations within said thirty (30) day period, Landlord shall be deemed to have approved said Alterations. Landlord may monitor construction of the Tenant Improvements or Alterations, and Tenant shall reimburse Landlord for any reasonable third party costs incurred by Landlord in monitoring such Alterations construction (which supervision and monitoring costs must be reasonable and may not exceed one percent (I%) of hard construction costs; provided, however, that such costs shall first be approved in writing funded out of the Tenant Improvement Allowance and shall not count towards the 15% soft cost limitation set forth above. Landlord’s right to review plans and specifications and to monitor construction shall be solely for its own benefit, and Landlord shall have no duty to see that such plans and specifications or construction comply with applicable laws, codes, rules and regulations. Landlord may also require that all life safety related work and all mechanical, electrical, plumbing and roof related work be performed by contractors designated by Landlord. Upon Landlord shall have the expiration of earlier termination of this Leaseright, Landlord may elect in its sole discretion, to have instruct Tenant either to remove those Tenant Improvements or Alterations from the Premises which (i) surrender were not approved in advance by Landlord and for which Landlord’s approval is required, (ii) were not built in conformance with the Premises any or all of Alterations as Landlord, Landlord shall determine (except trade fixtures not attached to the Premises), in which case, such Alterations shall become the property of plans and specifications approved by Landlord, or (iiiii) promptly Landlord specified during its review of plans and specifications for Tenant Improvements or Alterations would need to be removed by Tenant upon the expiration of this Lease. Except as set forth in the proceeding sentence, Tenant shall not be obligated to remove such Tenant Improvements or Alterations at the expiration of this Lease. If upon the termination of this Lease Landlord requires Tenant to remove any or all of such Tenant Improvements or Alterations designated by Landlord to be removedfrom the Premises, in which casethen Tenant, at Tenant’s sole cost and expense, shall promptly remove such Tenant Improvements or Alterations and improvements and Tenant shall repair and restore the Premises to its original condition as of the date of substantial completion of the Tenant WorkCommencement Date, reasonable wear and tear excepted. The parties hereby acknowledge and agree that in no event shall Tenant be required to remove any improvements which are existing as of the Commencement Date, including, without limitation, the internal staircase. Any Tenant Improvements or Alterations remaining in the Premises following the expiration of the Lease Term or following the surrender of the Premises from Tenant to Landlord, shall become the property of Landlord unless otherwise agreed to by Landlord and Tenant at the time of Landlord’s approval of the Tenant Improvements. Tenant shall provide Landlord with the identities and mailing addresses of all persons performing work or supplying materials, prior to beginning such construction, and Landlord may post on and about the Premises notices of non-responsibility pursuant to applicable law. Tenant shall assure payment for the completion of all work free and clear of liens and shall provide certificates of insurance for worker’s compensation and other typical construction related coverage in amounts and from an insurance company reasonably satisfactory to Landlord protecting Landlord against liability for bodily injury or property damage during construction. Upon completion of any Tenant Improvements or Alterations and upon Landlord’s reasonable request, Tenant shall deliver to Landlord sworn statements setting forth the names of all contractors and major subcontractors who did work on the Tenant Improvements or Alterations and final lien waivers from all such contractors and subcontractors. Additionally, upon completion of any Tenant Improvements or Alterations, Tenant shall provide Landlord, at Tenant’s expense, with a complete set of plans in reproducible form and specifications reflecting the actual conditions of the Tenant Improvements or Alterations, together with a copy of such plans on diskette in the AutoCAD format or such other format as may then be in common use for computer assisted design purposes. Tenant shall pay to Landlord, as additional rent, the reasonable costs (not to exceed together with the monitoring fees referenced above one percent (1%) of hard construction costs) of Landlord’s third party engineers and other outside consultants (but not Landlord’s on-site management personnel) for review of all plans, specifications and working drawings for the Tenant Improvements or Alterations within ten (10) business days after Tenant’s receipt of invoices from Landlord; provided, however, that such costs shall be funded out of the Tenant Improvement Allowance and shall not count towards the 15% soft cost limitation set forth above. (cd) Tenant shall have the right to use and upgrade the external stairs, also known as the fire stairs, between the second and third floors (and any other floors occupied by Tenant, provided, however, that if Tenant occupies less than an entire floor, Tenant shall only be entitled to use and upgrade on a non—exclusive basis, the fire stairs which a located closest to Tenant’s space on that floor) of the Building for Tenants use during the Term (the “Premises External Stairs”); provided, that, any and all Alterations in connection with the Premises External Stairs are in compliance with Laws and any incremental increases in costs resulting from such use of the Premises External Stairs shall be borne solely by Tenant. (e) Tenant shall keep the Premises, the Building and the Project free from any and all liens arising out of any Tenant Improvements or Alterations, work performed, materials furnished, or obligations incurred by or for Tenant. In the event that Tenant shall not, within ten thirty (1030) days following the imposition of any such lien, cause the same to be released of record by payment or posting of a bond or insurance coverage in a form and issued by a surety reasonably acceptable to Landlord, Landlord shall have the right, but not the obligation, to cause such lien to be released by such means as it shall deem proper (including payment of or defense against the claim giving rise to such lien); in such case, Tenant shall reimburse Landlord for all reasonable amounts so paid by Landlord in connection therewith, together with all of Landlord's ’s reasonable out-of-pocket costs and expenses, with interest thereon at the Default Rate (defined below). This Paragraph shall survive the expiration or earlier termination of this Lease. Such rights of Landlord shall be in addition to all other remedies provided herein or by law. (f) NOTICE IS HEREBY GIVEN THAT LANDLORD SHALL NOT BE LIABLE FOR ANY LABOR, SERVICES OR MATERIALS FURNISHED OR TO BE FURNISHED TO TENANT, OR TO ANYONE HOLDING THE PREMISES THROUGH OR UNDER TENANT, AND THAT NO MECHANICS’ OR OTHER LIENS FOR ANY SUCH LABOR, SERVICES OR MATERIALS SHALL ATTACH TO OR AFFECT THE INTEREST OF LANDLORD IN THE PREMISES. (g) The parties hereby acknowledge that Landlord shall provide The Carlyle Group, L.P. (“Original Tenant”) the Tenant Improvement Allowance commencing as early as January 1, 2010, which is prior to the Commencement Date. The parties further acknowledge that the use and distribution of the Tenant Improvement Allowance which shall be made available to Tenant pursuant to the Twelfth Amendment (hereinafter defined) shall be governed by Paragraph 4(b) hereof. To the extent Original Tenant uses the Tenant Improvement Allowance and there is any conflict between the terms of the that certain Twelfth Amendment to Commercial Lease dated on or about the date hereof (“Twelfth Amendment”) by and between Landlord and Original Tenant and this Lease regarding the use of the Tenant Improvement Allowance, the terms of this Lease shall control. To the extent Original Tenant does not use any portion of the Tenant Improvement Allowance it shall remain available for use by Tenant pursuant to the terms hereof.

Improvements and Alterations. (a) Landlord's sole construction obligation under this Lease is set forth in the Work Letter attached hereto as Exhibit "B". (b) The Tenant shall not make any alterations, additions alterations or improvements repairs to the Premises Leased Premises, or any other part of the Building, or wires, pipes or other services to be run into the Building without first obtaining the written consent of the Landlord, which consent shall not be unreasonably withheld or delayed. Any amounts owing under the terms of this Article shall be payable on demand as additional rent. However in the event that the Landlord shall grant permission to the Tenant to execute the said work for its own account (collectivelywhich permission shall be reasonably determined by the Landlord), "Alterations") without then the said work shall be subject to the following conditions: (i) Tenant shall furnish to Landlord plans and specifications showing in reasonably complete detail the prior written consent work proposed to be carried out and the estimated cost thereof and Landlord shall approve or reject such plans and specifications within fifteen (15) days after receipt of Landlordthe same. If such plans and specifications are approved, and all work shall be carried out in compliance therewith. (ii) The value of the Leased Premises shall not, as a result of any work proposed to be carried out by Tenant, be less than the value of the Leased Premises before the commencement of such work and Landlord shall be the sole judge of such value. (iii) All work shall be carried out with reasonable dispatch and in a good workmanlike manner and in compliance with such nondiscriminatory all applicable permits, authorizations and building and zoning by-laws and with all regulations and requirements concerning such Alterations of all competent authorities having jurisdiction over the Leased Premises. (iv) The Leased Premises and the Building shall at all times be free of all legal hypothecs (construction) and any charges whatsoever. (v) If the cost of any work shall be in excess of Five thousand dollars ($5,000.00) as may be imposed reasonably estimated by Landlord from time to time. Without limiting the foregoingTenant, Landlord may require, at a minimum, compliance require Tenant to furnish security satisfactory to Landlord guaranteeing the completion of the work and the payment of the cost thereof free and clear of all privileges and charges of any nature whatsoever. (vi) Tenant shall maintain Workmen’s Compensation insurance covering all persons employed in connection with the requirements set forth in Exhibit "C" attached heretowork and shall produce evidence of such insurance to Landlord and shall also maintain such general liability insurance for the protection of Landlord and Tenant as Landlord may require. All Alterations work whether executed by the Landlord or the Tenant, whether structural or not, when completed, shall be made by Tenantcomprised in, at Tenant's sole cost and expense, form part of the Leased Premises and shall be diligently prosecuted subject to completionall the provisions of this Lease and Tenant shall not have any right to claim compensation therefore. The cost of any modifications of Project improvements outside or inside of the Premises required by any governmental agency as a condition or the result of Tenant's Alterations shall be borne by Tenant. Any contractor or person making such Alterations shall first be approved in writing by Landlord. Upon At the expiration of earlier termination of this Lease, Landlord may elect Tenant shall be required to have Tenant either (i) surrender with the Premises repair any or all of Alterations as Landlord, Landlord shall determine (except trade fixtures not attached damage to the Premises), in which case, such Alterations shall become the property Leased Premises caused by removing any of Landlord, or (ii) promptly remove any or all of such Alterations designated by Landlord to be removed, in which case, Tenant shall repair and restore the Premises to its original condition as of the date of substantial completion of the Tenant Workpersonal property, reasonable wear and tear and casualty damage excepted. (c) Tenant shall keep the Premises, the Building and the Project free from any and all liens arising out of any work performed, materials furnished, or obligations incurred by or for Tenant. In the event that Tenant shall not, within ten (10) days following the imposition of any such lien, cause the same to be released of record by payment or posting of a bond in a form and issued by a surety acceptable to Landlord, Landlord shall have the right, but not the obligation, to cause such lien to be released by such means as it shall deem proper (including payment of or defense against the claim giving rise to such lien); in such case, Tenant shall reimburse Landlord for all amounts so paid by Landlord in connection therewith, together with all of Landlord's costs and expenses, with interest thereon at the Default Rate (defined below). Such rights of Landlord shall be in addition to all other remedies provided herein or by law.

Improvements and Alterations. (a) Landlord's sole construction obligation under this Lease is set forth The Lessee, at the Lessee’s own cost and expense, (i) shall make alterations, renovations, repairs, improvements and additions to the Leased Property or any part thereof and substitutions and replacements therefor (collectively, “Alterations”) which are (A) necessary or advisable to repair or maintain the Leased Property in the Work Letter attached hereto condition required by Section 9.1 or (B) necessary or advisable to restore the Leased Property to its condition existing prior to a Casualty or Condemnation to the extent required pursuant to Article XIII and (ii) so long as Exhibit "B"no Material Default or Event of Default has occurred and is continuing, may undertake Alterations to the Leased Property so long as, in each case, such Alterations comply in all material respects with Applicable Laws and are consistent and comply with Section 9.1 and subsection (b) of this Section 9.2. (b) Tenant The making of any Alterations pursuant to Section 9.2(a)(ii) above must be in compliance with the following requirements: (i) the Lessee shall not make any alterationsAlterations (1) in violation of the terms of any restriction, additions easement, condition, covenant or improvements other similar matter affecting title to or binding on the Premises Leased Property or (collectively, "Alterations"2) without (i) that would adversely affect the prior written consent marketability of Landlord, and the Leased Property; (ii) compliance with such nondiscriminatory requirements concerning such no Alterations shall be undertaken until the Lessee shall have procured and paid for, so far as the same may be imposed by Landlord required from time to time, all permits and authorizations relating to such Alterations of all municipal and other Authorities having jurisdiction over the Leased Property. Without limiting the foregoing, Landlord may requireThe Lessor, at a minimum, compliance with the requirements set forth in Exhibit "C" attached hereto. All Alterations shall be made by Tenant, at Tenant's sole cost and Lessee’s expense, and shall be diligently prosecuted to completion. The cost of any modifications of Project improvements outside or inside of join in the Premises required by any governmental agency as a condition or the result of Tenant's Alterations shall be borne by Tenant. Any contractor or person making such Alterations shall first be approved in writing by Landlord. Upon the expiration of earlier termination of this Lease, Landlord may elect to have Tenant either (i) surrender with the Premises any or all of Alterations as Landlord, Landlord shall determine (except trade fixtures not attached to the Premises), in which case, such Alterations shall become the property of Landlord, or (ii) promptly remove any or all of such Alterations designated by Landlord to be removed, in which case, Tenant shall repair and restore the Premises to its original condition as of the date of substantial completion of the Tenant Work, reasonable wear and tear excepted. (c) Tenant shall keep the Premises, the Building and the Project free from any and all liens arising out of any work performed, materials furnished, or obligations incurred by or application for Tenant. In the event that Tenant shall not, within ten (10) days following the imposition of any such lien, cause the same to be released of record by payment permit or posting of a bond in a form authorization and issued by a surety acceptable to Landlord, Landlord shall have the right, but not the obligation, to cause such lien to be released by such means as it shall deem proper (including payment of or defense against the claim giving rise to such lien); in such case, Tenant shall reimburse Landlord for all amounts so paid by Landlord execute and deliver any document in connection therewith, together whenever such joinder is necessary or advisable; provided, however, such joinder shall not constitute or be deemed to constitute, any assumption or responsibility or liability whatsoever by the Lessor, such responsibility and liability being solely the responsibility of the Lessee; (iii) the Alterations shall be completed in a good and workmanlike manner and in compliance in all material respects with all of Landlord's costs Applicable Laws then in effect and expenses, with interest thereon at the Default Rate (defined below). Such rights of Landlord shall standards imposed by any insurance policies required to be in addition to all other remedies provided herein or by law.maintained hereunder;

Improvements and Alterations. (a) Landlord's sole construction obligation under this Lease is set forth in Lessee shall have the Work Letter attached hereto as Exhibit "B". (b) Tenant right to make its own expense, with the prior consent of the lessor, which consent shall not make any alterationsbe unreasonably withheld, additions or improvements additions, alterations and changes in and to the Leased Premises (collectivelyprovides however, "Alterations") without (i) that no structural alterations and no construction of new or additional buildings or structures shall be commenced except with the prior written consent of LandlordLessor and except or complies with the following conditions (such structural alterations and construction of new or additional building or structures being here in after referred to as the "work"): (i) Lessee shall furnish to the Lessor plans and specification showing in reasonably complete detail the work proposed to be carried out and the estimated cost there of and Lessor shall approve or reject such plans and specifications within thirty (30) days after receipt of the same. If such plans and specifications are approved, and all work shall be carried out in compliance with the same. (ii) The value of the Leased Premises shall not, as a result or any worked proposed to be carried out by Lessee, be less than the value of the Leased Premises before the commencement of such work and Lessor shall be the sole judge of such value. (iii) All work shall be carried out with reasonable dispatch and in good workmanship manner and in compliance with all applicable permits authorization and building and zoning by-laws and within all regulations and requirements of all competent authorities having jurisdiction over the Leased Premises. (iv) Lessor's building shall at all times be free of all conditional bills of sale, pledges, registered privileges, workmanship and suppliers' liens and other similar liens and charges. Lessee shall obtain prior to commencement of any work, from all workxxx, xxntractors, builders, suppliers and architects, waivers and renunciations of privilege. (v) If the cost of any work shall be in excess of Five Thousand Dollars ($5,000.00) as reasonably estimated by Lessee, Lessor may require Lessee to furnish security satisfactory to Lessor guaranteeing the completion of the work and the payment of the cost thereof free and clear of all conditional bills of sale, pledges, privileges, workxxx'x xxx suppliers' liens and other similar liens and charges. (vi) Lessee shall maintain Workmen's Compensation Insurance covering all persons employed in connection with the work and shall produce evidence of such nondiscriminatory requirements concerning insurance to Lessor and shall also maintain such Alterations general liability insurance for the protection of Lessor and Lessee as may be imposed by Landlord from time to time. Without limiting the foregoing, Landlord Lessor may require. (vii) All work, at a minimum, compliance with the requirements set forth in Exhibit "C" attached hereto. All Alterations when competed shall be made by Tenantcomprised in, at Tenant's sole cost and expense, form part of the Leased Premises and shall be diligently prosecuted subject to completion. The cost all the provisions of this Lease and Lessee shall not have any modifications of Project improvements outside or inside of right to claim compensation therefore and the Premises required same shall not be removed by any governmental agency as a condition or the result of Tenant's Alterations shall be borne by Tenant. Any contractor or person making such Alterations shall first be approved in writing by Landlord. Upon the expiration of earlier Lessee termination of this Lease, Landlord may elect to have Tenant either (i) surrender with the Premises any or all of Alterations as Landlord, Landlord shall determine (except trade fixtures not attached to the Premises), in which case, such Alterations shall become the property of Landlord, or (ii) promptly remove any or all of such Alterations designated by Landlord to be removed, in which case, Tenant shall repair and restore the Premises to its original condition as of the date of substantial completion of the Tenant Work, reasonable wear and tear excepted. (cviii) Tenant In carrying out the Lessee undertakes not to disturb other Lessees in the building and shall keep the Premises, the Building and the Project free hold Lessor harmless from any and all liens claims or auctions instituted by other Leases in the building against Lessor related to or arising out of any work performed, materials furnished, or obligations incurred by or for Tenant. In the event that Tenant shall not, within ten (10) days following the imposition of any such lien, cause the same to be released of record by payment or posting of a bond in a form and issued by a surety acceptable to Landlord, Landlord shall have the right, but not the obligation, to cause such lien to be released by such means as it shall deem proper (including payment of or defense against the claim giving rise to such lien); in such case, Tenant shall reimburse Landlord for all amounts so paid by Landlord in connection therewith, together with all of Landlord's costs and expenses, with interest thereon at the Default Rate (defined below). Such rights of Landlord shall be in addition to all other remedies provided herein or by lawsaid work.

Improvements and Alterations. (a) Landlord's sole initial construction obligation under this Lease is set forth in the Work Letter attached hereto as Exhibit "B".B. (b) Any alterations, additions, or improvements made by or on behalf of Tenant to the Premises ("Alterations") shall be subject to Landlord's prior written consent, such consent not to be unreasonably withheld or delayed. Notwithstanding the foregoing to the contrary, Tenant shall not make (i) any structural alterations, improvements or additions to the Premises, or (ii) any alterations, improvements or additions or improvements to the Premises which (collectivelya) will adversely impact the Building's mechanical, "Alterations"electrical or heating, ventilation or air conditioning systems, or (b) without will adversely impact the structure of the Building, or (ic) are visible from the exterior of the Premises, or (d) which will result in the penetration or puncturing of the roof or floor, without, in each case, first obtaining Landlord's prior written consent or approval to such Alterations (which consent or approval shall be in the Landlord's sole and absolute discretion). Notwithstanding anything herein to the contrary, Tenant, may, without Landlord's prior consent, but with prior written notice to Landlord and provided that Tenant complies with all Building rules and regulations affecting Alterations promulgated in accordance with Section 19(t), install cosmetic, non-structural alterations to the interior of Landlordthe Premises costing $25,000.00 or less in any calendar year, provided the same do not affect the Building systems, including, without limitation, the mechanical, electrical, plumbing or life-safety systems of the Building. Tenant shall cause, at its sole cost and (ii) expense, all Alterations to comply with insurance requirements and with Laws and shall construct, at its sole cost and expense, any alteration or modification required by Laws as a result of any Alterations, unless such compliance with such nondiscriminatory requirements concerning such Alterations as may be imposed by Landlord from time to time. Without limiting the foregoing, Landlord may require, at a minimum, compliance with the requirements set forth in Exhibit "C" attached heretoLaws is otherwise Landlord's obligation under this Lease. All Alterations shall be made constructed at Tenant's sole cost and expense and in a good and workmanlike manner by contractors reasonably acceptable to Landlord and only good grades of materials shall be used. If the improvements or Alterations require the issuance of a building permit, then all plans and specifications for any Alterations shall be submitted to Landlord for its approval, which approval will not be unreasonably withheld, delayed or conditioned. If Landlord does not notify Tenant in writing of any specific obligations thereto within twenty (20) days after Landlord's receipt of such plans and specifications, Landlord will be deemed to have approved such plans and specifications as submitted. Landlord may monitor construction of the Alterations. Landlord's right to review plans and specifications and to monitor construction shall be solely for its own benefit, and Landlord shall have no duty to see that such plans and specifications or construction comply with applicable laws, codes, rules and regulations. Landlord shall have the right, in its sole discretion, to instruct Tenant to remove those improvements or Alterations from the Premises which (i) were required to be consented to by Landlord but were not approved in advance by Landlord, (ii) N/A or (iii) Landlord specified in writing during its review of plans and specifications that such Alterations would need to be removed by Tenant upon the expiration of this Lease. If upon the termination of this Lease Landlord requires Tenant to remove any or all of such Alterations from the Premises, then Tenant, at Tenant's sole cost and expense, and shall be diligently prosecuted to completion. The cost of any modifications of Project improvements outside or inside of the Premises required by any governmental agency as a condition or the result of Tenant's Alterations shall be borne by Tenant. Any contractor or person making promptly remove such Alterations shall first be approved in writing by Landlord. Upon the expiration of earlier termination of this Lease, Landlord may elect to have Tenant either (i) surrender with the Premises any or all of Alterations as Landlord, Landlord shall determine (except trade fixtures not attached to the Premises), in which case, such Alterations shall become the property of Landlord, or (ii) promptly remove any or all of such Alterations designated by Landlord to be removed, in which case, and improvements and Tenant shall repair and restore the Premises to its original condition as of the date of substantial after completion of the Tenant WorkImprovements and not including subsequent improvements that Tenant is not required to remove, reasonable wear and tear tear, repairs which are the responsibility of Landlord, repairs which are covered by Landlord's insurance and damage due to fire or other casualty or condemnation excepted. Any Alterations remaining in the Premises following the expiration of the Lease Term or following the surrender of the Premises from Tenant to Landlord, shall become the property of Landlord. Tenant shall provide Landlord with the identities and mailing addresses of all persons performing work or supplying materials, prior to beginning such construction, and Landlord may post on and about the Premises notices of non-responsibility pursuant to applicable law. Tenant shall assure payment for the completion of all work free and clear of liens and shall provide certificates of insurance for worker's compensation and other coverage in amounts and from an insurance company reasonably satisfactory to Landlord protecting Landlord against liability for bodily injury or property damage during construction. Upon completion of any Alterations and upon Landlord's reasonable request, Tenant shall deliver to Landlord sworn statements setting forth the names of all contractors and subcontractors who did work on the Alterations and final lien waivers from all such contractors and subcontractors. (c) Tenant shall keep the Premises, the Building and the Project free from any and all liens arising out of any Alterations, work performed, materials furnished, or obligations incurred by or for Tenant. In the event that Tenant shall not, within ten thirty (1030) days following written notice from Landlord of the imposition of any such lien, cause the same to be released of record by payment or posting of a bond in a form and issued by a surety acceptable to Landlordbond, Landlord shall have the right, but not the obligation, to cause such lien to be released by such means as it shall reasonably deem proper (including payment of or defense against the claim giving rise to such lien); in such case, Tenant shall reimburse Landlord for all reasonable amounts so paid by Landlord in connection therewith, together with all of Landlord's reasonable costs and expenses, with interest thereon at the Default Rate (defined below)) and Tenant shall indemnify each and all of the Landlord Indemnitees (defined below) against any damages, losses or costs arising out of any such claim. Tenant's indemnification of Landlord contained in this Paragraph shall survive the expiration or earlier termination of this Lease. Such rights of Landlord shall be in addition to all other remedies provided herein or by law.

Improvements and Alterations. (a) Landlord's sole construction obligation under this Lease is set forth in the Work Letter attached hereto as Exhibit "B". (b) Tenant shall not make or allow to be made (except as otherwise provided in this Lease) any alterationsimprovements, alterations or physical additions (including fixtures) in or improvements to the Premises (collectivelyor the Project, "Alterations") without (i) first obtaining the prior written consent of Landlord, including Landlord's written approval of Tenant's contractor(s) and of the plans, working drawings and specifications relating thereto, which consent shall not be unreasonably withheld, conditioned or delayed, so long as such improvements, alterations or physical additions do not affect the Building's structure or the mechanical, electrical or plumbing components of the Building. If Landlord does not respond in writing with reasonable specificity to Tenant's request for approval of plans and specifications within ten (ii10) compliance with such nondiscriminatory requirements concerning such Alterations as may business days after submission of Tenant's plans, Landlord's approval therefor shall be imposed deemed granted. Approval by Landlord from time of any of Tenant's drawings and plans and specifications prepared in connection with any alterations, improvements, modifications or additions to timethe Premises or the Project shall not constitute a representation or warranty of Landlord as to the adequacy or sufficiency of such drawings, plans and specifications, or alterations, improvements, modifications or additions to which they relate, for any use, purpose or conditions, but such approval shall merely be the consent of Landlord as required hereunder. Without limiting Any and all furnishing, equipping and improving of or other alteration and addition to the foregoing, Landlord may require, at a minimum, compliance with the requirements set forth in Exhibit "C" attached hereto. All Alterations Premises shall be be: (i) made by Tenant, at Tenant's sole cost cost, risk and expense, and Tenant shall be diligently prosecuted pay for Landlord's actual out-of-pocket third party costs incurred in connection with and as a result of such alterations or additions; (ii) performed in a prompt, good and workmanlike manner with labor and materials of such quality as Landlord may reasonably require; (iii) constructed substantially in accordance with all plans and specifications approved in writing by Landlord prior to completion. The cost the commencement of any modifications such work; (iv) prosecuted diligently and continuously to completion so as to minimize interference with the normal business operations of Project improvements outside other tenants in the Building, the performance of Landlord's obligations under this Lease or inside any mortgage or ground lease covering or affecting all or any part of the Premises required by any governmental agency as a condition Building or the result of Tenant's Alterations shall be borne Land and any work being done by Tenant. Any contractor contractors engaged by Landlord with respect to or person making such Alterations shall first be in connection with the Building; and (v) performed by contractors approved in writing by Landlord. Upon Tenant shall have no (and hereby waives all) rights to payment or compensation for any such item. Tenant shall notify Landlord upon completion of such alterations, improvements, modifications or additions and Landlord shall inspect same for workmanship and compliance with the expiration of earlier termination of this Lease, approved plans and specifications. Tenant and its contractors shall comply with all reasonable requirements Landlord may elect impose on Tenant or its contractors with respect to such work (including but not limited to, insurance, indemnity and bonding requirements), and, to the extent any changes or change orders have Tenant either (i) surrender been made to or in connection with the Premises any or all of Alterations as plans and specifications which were approved by Landlord, Landlord (A) such changes or change orders shall determine be subject to Landlord's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, and (except trade fixtures not attached to the Premises), in which case, such Alterations shall become the property of Landlord, or (ii) promptly remove any or all of such Alterations designated by Landlord to be removed, in which case, Tenant shall repair and restore the Premises to its original condition as of the date of substantial completion of the Tenant Work, reasonable wear and tear excepted. (cB) Tenant shall keep deliver to Landlord a complete copy of the Premises, "as-built" or final plans and specifications for all alterations or physical additions so made in or to the Building and Premises within thirty (30) days of completing the Project free from any and all liens arising out of any work performed, materials furnished, or obligations incurred by or for Tenantwork. In the event that Tenant shall notnot place safes, vaults, filing cabinets or systems, libraries or other heavy furniture or equipment within ten (10) days following the imposition of any such lien, cause the same to be released of record by payment or posting of a bond in a form and issued by a surety acceptable to Landlord, Landlord shall have the right, but not the obligation, to cause such lien to be released by such means as it shall deem proper (including payment of or defense against the claim giving rise to such lien); in such case, Tenant shall reimburse Landlord for all amounts so paid by Landlord in connection therewith, together with all of Premises without Landlord's costs and expenses, with interest thereon at the Default Rate (defined below). Such rights of Landlord shall be in addition to all other remedies provided herein or by lawprior written consent.

Improvements and Alterations. (a) The Lessor agrees that Lessee may make, at its own expense, minor or non-structural alterations, repairs, replacements or additions to the interior of the building on the Premises provided: A. Any such alterations, repairs, replacement or additions shall not lessen the value of the said building as it shall be at the commencement of this Lease; and B. The Lessee will perform such alterations, repairs, replacements or additions in accordance with the statutes, ordinances, rules and regulations and order of all public or quasi-public authorities having jurisdiction thereof and in accordance with the rules and regulations of the local board of fire insurance underwriters; and C. At all reasonable times during the progress of such construction work, Lessor or persons authorized by Lessor shall have the right to go upon the Premises for the purpose of inspecting the construction work then in progress. D. Lessee shall at the expiration of the term of the Lease, and at his expense, remove any partitions constructed by Lessee only upon request by Landlord's sole construction obligation under this Lease is set forth , and in the Work Letter attached hereto as Exhibit "B". (b) Tenant event Lessor requests the removal of partitions construction by Lessee he must at his expense make any repairs necessary to correct damage caused by the installation or removal of any said partitions. Lessee covenants and agrees with the Lessor that the Lessee shall not make any alterations, material additions or improvements alterations or structural changes in or about the Premises, without first submitting plans and specifications thereof to the Premises (collectively, "Alterations") without (i) the prior Lessor and obtaining such written consent and approval of Landlordthe Lessor. Upon obtaining such written approval, and (ii) compliance with Lessee may make such nondiscriminatory requirements concerning such Alterations as may be imposed by Landlord from time to time. Without limiting the foregoing, Landlord may require, additions or alterations at a minimum, compliance with the requirements set forth in Exhibit "C" attached hereto. All Alterations shall be made by Tenant, at Tenant's his sole cost and expense, and providing that such additions or alterations do not damage the building or endanger its support or stability. Such additions, alterations or improvements (except trade fixtures, machinery and portable type air conditioning units), put in at the expense of Lessee as aforesaid, shall be diligently prosecuted to completion. The cost of any modifications of Project improvements outside or inside and become a part of the Premises required by any governmental agency as a condition or and shall remain upon and be surrendered with the result of Tenant's Alterations shall be borne by Tenant. Any contractor or person making such Alterations shall first be approved in writing by Landlord. Upon Premises at the expiration of earlier termination of this Lease, Landlord may elect to have Tenant either (i) surrender with the Premises any or all of Alterations as Landlord, Landlord shall determine (except trade fixtures not attached to the Premises), in which case, such Alterations shall become the property of Landlord, the Lessor. Lessee shall not suffer or (ii) promptly remove permit any mechanic's or all materialmen's liens on the subject premises as a result of such Alterations designated by additions or alterations or improvement and shall save and hold the Landlord harmless in connection therewith. in the event of any claim of lien being filed, Lessee shall immediately cause same to be removed, removed to a bond in which case, Tenant shall repair and restore accordance with the Premises to its original condition as Mechanics' Lien Law of the date State of substantial completion of the Tenant WorkFlorida, reasonable wear and tear excepted. (c) Tenant shall keep the Premises, the Building and the Project free from any and all liens arising out of any work performed, materials furnished, or obligations incurred by or for Tenant. In in the event that Tenant shall not, of Lessee's failure to so bond such lien within ten (10) days following after the imposition filing of any such lienthe same, cause the same to be released of record by payment or posting of a bond in a form and issued by a surety acceptable to Landlord, Landlord Lessor shall have the right, but right to so do in the place and stead of Lessee and add the cost of such bond to the rental. The posting of such bond by Lessor shall not the obligation, to cause such lien to be released considered as a waiver by such means as it shall deem proper (including payment Lessor of or defense against the claim giving rise to such lien); in such case, Tenant shall reimburse Landlord for all amounts so paid by Landlord in connection therewith, together with all of LandlordLessee's costs and expenses, with interest thereon at the Default Rate (defined below). Such rights of Landlord shall be in addition to all other remedies provided herein or by lawdefault hereunder.

Improvements and Alterations. (a) Landlord's sole construction obligation under this Lease is set forth 14.1 The Leased Premises shall be delivered by Lessor to Lessee in their present state and condition “As Is” with the Work Letter attached exception of those portions of SCHEDULE “B” hereto designated as Exhibit "B"being “Lessee’s Work”. (b) Tenant 14.2 All other improvements and decorations required by the Lessee shall be executed in accordance with good building practices and shall be done by a licensed contractor in accordance with detailed drawings and specifications prepared by a duly qualified architect or licensed designer at the Lessee’s expense, which detailed drawings and specifications must be submitted to and approved in writing by the Lessor prior to the commencement of such work, which consent of the Lessor shall not be unreasonable withheld or unduly delayed. The Lessor allows the Lessee to begin improvements on September 27 2021, in advance of the effectiveness of this lease. 14.3 The Lessee shall not make or perform any alterations, additions or improvements, whether of a structural or non-structural nature, in the Leased Premises unless the plans and specifications therefore shall have been submitted to the Lessor prior to the commencement of such alterations, additions or improvements and the latter shall have given its prior written consent thereto which consent shall not be unreasonably withheld or unduly delayed. All such alterations, additions or improvements made by the Lessee under the terms of the present section shall be promptly executed by contractors or subcontractors reasonably acceptable to the Lessor (without the Lessor thereby being in any way liable for any damage or other loss or deficiency arising from or through such work) in accordance with the approved plans and specifications and all applicable laws, by-laws, regulations and ordinances or all public and quasi-public authorities having jurisdiction relative to the Building, including, without restriction, and any company or companies which the Building may, at the time, be insured by and the Lessee shall be responsible for all costs incurred in connection with such alterations and improvements the whole to the entire exoneration of the Lessor. The Lessor hereby undertakes that there shall be no conflict caused with any union or other contract to which the Lessor, its contractor, contractors or any subcontractors may be a party, and, in the event of any such conflict, the Lessee shall forthwith have removed from the Building, the Lessee’s conflicting contractor or contractors and their employees. The Lessee shall Maintain adequate general liability insurance for the protection of the Lessor and the Lessee as the Lessor may reasonably require. Nothing herein contained may be so interpreted as to permit the Lessee to perform any act, retain any service, purchase any materials or cause to be performed any works which would give rise to a legal hypothec on the Building; 14.4 Notwithstanding the foregoing, the value of the Leased Premises shall not, as a result of any work proposed to be carried out by the Lessee, be less than the value of the Leased Premises before the commencement of such work and the Lessor shall the sole judge of such value. If the cost of any work shall be in excess of FIFTEEN THOUSAND DOLLARS ($15,000.00) as reasonably estimated by the Lessor, the Lessor may require the Lessee to furnish security satisfactory to the Lessor guaranteeing the completion of the work and the payment of the cost thereof free and clear of all conditional bills of sale, pledges, privileges, workmen’s and suppliers’ liens and legal hypothecs. All work, when completed, shall be comprised in and form part of the Leased Premises and shall be subject to all the provisions of this Lease. Any connection of apparatus to the electrical system other than a connection to an existing base receptacle, any connection of apparatus to the plumbing lines, or any connection to the heating and/or air-conditioning system, shall be deemed to be an addition or improvement for the purposes of this Section; 14.5 In the event that the Lessee shall elect to perform any alterations, additions or improvements to the Leased Premises (collectivelyin accordance with the terms of this Section hereof, "Alterations") without (i) the prior written consent of Landlord, all such alterations and (ii) compliance with such nondiscriminatory requirements concerning such Alterations as improvements may be imposed by Landlord from time to time. Without limiting performed only under the foregoinggeneral supervision of the Lessor; 14.6 At the expiry of the Term, Landlord may requirethe Lessee, shall, at a minimum, compliance with the requirements set forth in Exhibit "C" attached hereto. All Alterations shall be made by Tenant, at Tenant's sole cost and expense, and shall be diligently prosecuted to completion. The cost of any modifications of Project improvements outside or inside option of the Premises required Lessor, either remove all or any specified portion of the Lessee’s Work and alterations, additions or improvements performed or constructed by any governmental agency as a condition the Lessee or by the result of Tenant's Alterations shall be borne by Tenant. Any contractor or person making such Alterations shall first be approved in writing by Landlord. Upon Lessor on the expiration of earlier termination of this Lease, Landlord may elect to have Tenant either (i) surrender with the Premises any or all of Alterations as Landlord, Landlord shall determine (except trade fixtures not attached to the Premises), in which case, such Alterations shall become the property of Landlord, or (ii) promptly remove any or all of such Alterations designated by Landlord to be removed, in which case, Tenant shall repair Lessee’s behalf and restore the Leased Premises to its original substantially the same condition in which the same were found prior to the performance or constriction of any such Lessee’s Work, alterations, additions or improvements (save for such Lessee’s Work, alterations, additions or improvements as the Lessor permits to remain). With the exception of any improvements or renovations to the space constituting office area which the Lessee shall not remove and shall remain on the Leased Premises, or abandon the Leased Premises and surrender ownership and possession of the date Lessee’s Work and such alterations, additions and improvements to the Lessor. In neither case will the Lessee be entitled to receive any compensation or indemnity in respect of substantial completion such the Lessee’s Work and such alterations, additions or improvements or in respect of the Tenant Work, reasonable wear and tear excepted.removal thereof; (c) Tenant shall keep 14.7 Any legal hypothec filed against the Premises, Leased Premises or the Building and for work claimed to have been done or materials furnished to the Project free from any and all liens arising out of any work performed, materials furnished, or obligations incurred Lessee shall be discharged by or for Tenantthe Lessee within Ten (10) days thereafter at the Lessee’s expense. In the event that Tenant the Lessee shall not, within ten (10) days following the imposition of fail to cause any such lienlegal hypothec to be discharged forthwith after being notified of the filing thereof, cause then, in addition to any other right or remedy of the Lessor, the Lessor may, but shall not be obliged to discharge the same by paying the amount claimed to be released due plus any necessary amount on account of record by payment costs into Court or posting of a bond in a form and issued by a surety acceptable to Landlord, Landlord shall have the right, but not the obligation, to cause such lien to be released by such means as it shall deem proper (including payment of or defense against the claim giving rise direct to such lien); in such caseprivileged claimant, Tenant shall reimburse Landlord for all and the amounts so paid by Landlord in connection therewith, together with the Lessor and all of Landlord's costs and expenses, with interest thereon at including judicial and extra-judicial fees incurred by the Default Rate (defined below). Such rights Lessor in procuring the discharge and obtaining radiation of Landlord the legal hypothec shall be in addition due and payable immediately by the Lessee to the Lessor, on demand, such failure to radiate or discharge any such legal hypothec within the aforesaid delay shall constitute a default under this Lease. Furthermore, should action, suit or proceeding be brought upon such hypothec for the enforcement of same, the Lessee agrees, at its own cost and expense, to defend the Lessor therein, by counsel satisfactory to the Lessor, and to pay any damages and satisfy and discharge any judgement entered therein against the Lessor, as well as all other remedies provided herein or costs and expenses, including judicial and extra-judicial costs incurred by law.the Lessee;

Improvements and Alterations. (a) Landlord's sole construction obligation under this Lease is Lessor agrees to furnish the demised premises to the Lessee at the fixturing date with those improvements set forth as Lessor's Improvements in the Work Letter attached hereto as Exhibit "B". (b) Tenant shall not make any alterations, additions or improvements to the Premises (collectively, "Alterations") without (i) the prior written consent of Landlord, and (ii) compliance with such nondiscriminatory requirements concerning such Alterations as may be imposed by Landlord from time to time. Without limiting the foregoing, Landlord may require, at a minimum, compliance with the requirements set forth in Exhibit Schedule "C" attached hereto. All Alterations The Lessee agrees to be responsible for the installation at the fixturing date at its sole risk, cost and expense of the Lessee's Improvements in accordance with the rules and regulations as set forth in Schedule "D" attached hereto. Should the Lessee require any alterations, improvements, partitions, or changes of whatsoever kind to or in the demised premises after the Lessee has taken possession thereof, the Lessee will make and install the same at its own expense; PROVIDED HOWEVER, that no repairs, alterations, improvements, partitions, or changes of whatsoever kind shall be made by Tenantwithout the written consent of the Lessor first had and obtained, at Tenant's sole cost such consent not to be unreasonably withheld; PROVIDED FURTHER, that any such repairs, alterations, improvements, partitions, or changes of whatsoever kind shall be made in a good and expenseworkmanlike manner with new, first-class materials and shall be diligently prosecuted carried out and the plans relating thereto shall be prepared by such tradesman, engineers or consultants as are approved by the Lessor. All alterations, improvements, partitions and changes made in or to completionthe demised premises at any time before or after the taking of possession by the Lessee, by the Lessee or the Lessor, shall immediately become the property of the Lessor and form part of the demised premises and the building and shall remain upon the demised premises; PROVIDED ALWAYS that the Lessor may at the expiration or sooner termination of this Lease for any reason whatsoever require that the Lessee restore the demised premises in whole or in part to the same condition in which they were at the time of the entering into of this Lease, the exceptions to the Lessee's repair obligations only excepted. The cost Lessee shall not remove any furniture, leasehold improvements, fixtures, chattels of any modifications of Project improvements outside or inside kind from the demised premises without the prior consent of the Premises required by any governmental agency as a condition Lessor and until all rents and other monies due are fully paid. 34 No signs shall be installed in or on the demised premises or the result building or the lands without the prior consent of Tenant's Alterations the Lessor, and, in any event, all signs shall conform to building standard as to size and design, shall be borne installed by Tenant. Any contractor or person making such Alterations shall first be approved in writing by Landlord. Upon the expiration of earlier Lessee and, at the termination of this Lease, Landlord may elect to have Tenant either (i) surrender with shall be removed by the Premises Lessee and any or damage caused by such removal shall be repaired, all of Alterations as Landlord, Landlord shall determine (except trade fixtures not attached to at the Premises), in which case, such Alterations shall become the property of Landlord, or (ii) promptly remove any or all of such Alterations designated by Landlord to be removed, in which case, Tenant shall repair and restore the Premises to its original condition as expense of the date of substantial completion Lessee. All such signs shall require the written consent of the Tenant Work, reasonable wear Lessor as to location and tear excepted. (c) Tenant shall keep the Premises, the Building design before their installation and the Project free from any and all liens arising out of any work performed, materials furnished, or obligations incurred by or for Tenant. In the event that Tenant shall not, within ten (10) days following the imposition of any such lien, cause the same to be released of record by payment or posting of a bond in a form and issued by a surety acceptable to Landlord, Landlord shall have the right, but not the obligation, to cause such lien to be released by such means as it shall deem proper (including payment of or defense against the claim giving rise to such lien); in such case, Tenant shall reimburse Landlord for all amounts so paid by Landlord in connection therewith, together with all of Landlord's costs and expenses, with interest thereon at the Default Rate (defined below). Such rights of Landlord Lessee shall be in addition to responsible at its sole cost for obtaining all other remedies provided herein appropriate municipal or by lawregulatory approvals.

Improvements and Alterations. (a) Landlord's sole construction obligation under this Lease A. Landlord shall have the right at any time to change the arrangement, location and/or size of entrances or passageways, doors and doorways, and corridors, elevators, stairs, toilets or other public parts of the Project and, upon giving Tenant reasonable notice thereof, to change the name, number or designation by which the Building, Project, or Complex is set forth in the Work Letter attached hereto as Exhibit "B"commonly known. (b) B. Tenant shall not make any alterations, repairs, additions or improvements in, to or about the Premises (collectively, "collectively “Tenant Alterations"”) without (i) the prior written consent of Landlord. If such consent is given, Landlord shall be allowed to: (i) approve all plans, (ii) require satisfactory insurance, (iii) require satisfactory security for construction obligations, (iv) require a suitable completion schedule, and (iiv) compliance with approve the contractor. Should Landlord’s consent be granted, any such nondiscriminatory requirements concerning such Alterations as may be imposed by Landlord from time to time. Without limiting the foregoing, Landlord may require, at a minimum, compliance with the requirements set forth in Exhibit "C" attached hereto. All Tenant Alterations shall be made by Tenant, at Tenant's ’s sole cost and expenseexpense including Landlord’s reasonable costs associated with such Tenant Alterations. Tenant agrees to make application and to receive building permits from applicable local municipal authorities, state and shall be diligently prosecuted federal agencies necessary to completionmake such Tenant Alterations. The cost of any modifications of Project improvements outside or inside of the Premises required by any governmental agency as a condition or the result of Tenant's All Tenant Alterations shall be borne by Tenant. Any contractor or person making such Alterations shall first be approved in writing by Landlord. Upon the expiration of earlier termination of this Lease, Landlord may elect to have Tenant either (i) surrender with the Premises any or all of Alterations as Landlord, Landlord shall determine (except movable furniture and trade fixtures not attached to the Premises), in which case, such Alterations fixtures) shall become the property of Landlord, and shall be surrendered with the Premises, as a part there of, at the expiration or (ii) promptly earlier termination of the Lease; provided, however, that Landlord may, by written notice to Tenant delivered at the time Landlord grants its approval to construct or install such Tenant Alterations, require Tenant to remove any or all of such Tenant Alterations designated by Landlord and to be removed, in which case, Tenant shall repair and restore the Premises to its original their condition as of the date of substantial completion prior to installation of the Tenant WorkAlterations, reasonable wear and tear exceptedat Tenant’s expense. (c) Tenant shall keep the Premises, the Building and the Project free from any and all liens arising out of any work performed, materials furnished, or obligations incurred by or for Tenant. In the event that Tenant shall not, within ten (10) days following the imposition of any such lien, cause the same to be released of record by payment or posting of a bond in a form and issued by a surety acceptable to Landlord, Landlord shall have the right, but not the obligation, to cause such lien to be released by such means as it shall deem proper (including payment of or defense against the claim giving rise to such lien); in such case, Tenant shall reimburse Landlord for all amounts so paid by Landlord in connection therewith, together with all of Landlord's costs and expenses, with interest thereon at the Default Rate (defined below). Such rights of Landlord shall be in addition to all other remedies provided herein or by law.

Improvements and Alterations. Tenant at its sole cost and expense shall have the right, from time to time, to make improvements or alterations to the Premises, subject to the following conditions: (a) Landlord's sole construction obligation under this Lease is set forth in No improvement or alteration shall at any time be made which shall impair the Work Letter attached hereto as Exhibit "B"structural soundness or diminish the value of the Premises. (b) Tenant shall not make any alterations, additions No structural improvement or improvements to the Premises alteration involving an expenditure in excess of Fifty Thousand and No/100 Dollars (collectively, "Alterations"$50,000.00) without (i) the prior written consent of Landlord, and (ii) compliance with such nondiscriminatory requirements concerning such Alterations as may be imposed by Landlord from time to time. Without limiting the foregoing, Landlord may require, at a minimum, compliance with the requirements set forth in Exhibit "C" attached hereto. All Alterations shall be made by Tenant, at Tenantwithout first obtaining Landlord's sole cost and expense, and shall be diligently prosecuted to completion. The cost of any modifications of Project improvements outside or inside written approval of the Premises required by any governmental agency as a condition plans therefore; provided, such approval shall not be unreasonably withheld, conditioned or the result of Tenant's Alterations shall be borne by Tenant. Any contractor or person making such Alterations shall first be approved in writing delayed by Landlord. Upon the expiration of earlier termination of this Lease, Landlord may elect to have Tenant either (i) surrender with the Premises any or all of Alterations as Landlord, Landlord shall determine (except trade fixtures not attached to the Premises), in which case, such Alterations shall become the property of Landlord, or (ii) promptly remove any or all of such Alterations designated by Landlord to be removed, in which case, Tenant shall repair and restore the Premises to its original condition as of the date of substantial completion of the Tenant Work, reasonable wear and tear exceptedfurthermore first obtain Landlord's written approval before any modification or changes are made in such plans after Landlord's approval thereof. (c) No improvement or alteration shall be undertaken until Tenant shall have procured and paid for all required municipal and other governmental permits and authorizations of the various municipal departments and governmental subdivisions having jurisdiction. (d) All work done in connection with any improvements or alterations shall be done in a good and workmanlike manner and in compliance with all building and zoning laws, and with all other laws, ordinances, rules, and requirements of any Federal, state or municipal government or agency having jurisdiction. (e) Tenant shall keep the Premises, the Building and the Project Premises free from any liens arising out of work performed, materials furnished or obligations incurred by Tenant, and all Tenant shall indemnify, hold harmless and defend Landlord from any liens and encumbrances arising out of any work performed, performed or materials furnished, or obligations incurred furnished by or for at the direction of Tenant. In the event that Tenant shall not, within ten twenty (1020) days following the imposition of any such lien, cause the same such lien to be released of record by payment or posting of a bond in a form and issued by a surety acceptable to Landlordproper bond, Landlord shall have have, in addition to all other remedies provided herein and by law, the right, but not the obligation, to cause such lien the same to be released by such means as it shall deem proper (proper, including payment of or defense against the claim giving rise to such lien); in . All such case, Tenant shall reimburse Landlord for all amounts so sums paid by Landlord and all expenses incurred in connection therewith, together with all of Landlord's costs including attorneys' and expensesexperts fees and costs, shall be payable to Landlord by Tenant on demand with interest thereon at the Default Rate from the date payment of such obligation is due and payable. (defined belowf) Any improvements to or alteration of the Premises, except moveable furniture, fixtures, equipment placed by Tenant in the Building (which shall remain the property of Tenant). Such rights , shall at once become the absolute property of Landlord shall and remain upon and be in addition surrendered with the Premises as a part thereof at the termination of this Lease without disturbance or injury. The provisions of this Paragraph 7 do not apply to all other remedies provided herein or by lawCapital Expenditures made pursuant to Paragraph 8 below.