Common use of Initial Alterations Clause in Contracts

Initial Alterations. Subtenant may install improvements to the Sublease Premises it deems necessary to ready the Sublease Premises for Subtenant’s use at its own cost and expense (“Initial Alterations”), subject to the Allowance (defined below), and in accordance with the terms and limitations and the requirements relating to Alterations set forth in the Master Lease including all definitions and categories described in Article 8 and all Laws. Prior to the installation of the Initial Alterations, Subtenant shall submit all Plans and plans and specifications required under the Master Lease to Sublandlord for Sublandlord’s and Master Landlord’s review and approval. Sublandlord’s consent shall not be unreasonably withheld, conditioned or delayed, and shall not be withheld if (i) consent is granted by Master Landlord, (ii) Master Landlord has agreed in writing that neither Subtenant nor Sublandlord would be required to remove any of the improvements installed by Subtenant upon expiration of the Master Lease or the Sublease Term and (iii) such improvements do not impose additional obligations upon Sublandlord with respect to surrender of the Premises upon expiration of the Master Lease. Sublandlord will reimburse Subtenant in an amount up to forty dollars ($40.00) per rentable square foot of the Sublease Premises (the “Allowance”) for Initial Alterations approved by Master Landlord and Sublandlord. Sublandlord shall pay the Allowance to Subtenant during the course of installation of the Initial Alterations in periodic payments (but no more frequently than once every thirty (30) days) after all of the following conditions have been satisfied: (i) Sublandlord’s receipt of a certification from Subtenant and its architect that the work covered in the request has been satisfactorily completed in accordance with the approved plans; (ii) Sublandlord’s receipt of invoices for all costs and expenses related to the Initial Alterations, including such appropriate back-up documentation as Sublandlord may reasonably request; (iii) Sublandlord’s receipt of conditional lien releases from all parties performing work or providing materials to be paid for from such draw; (iv) with respect to the final disbursement only, Sublandlord’s receipt of full and final lien releases from all contractors, subcontractors and suppliers; and (v) with respect to the final disbursement only, Sublandlord’s receipt of a copy of the certificate of occupancy for the Sublease Premises or other evidence that all applicable governmental agencies have fully and finally approved such work. For each disbursement request submitted by Subtenant, Sublandlord shall disburse to Subtenant the portion of the Allowance attributable to such work. Disbursements will be made within thirty (30) days of submission by Subtenant of all documents required under the terms of this Section 9(a). Notwithstanding anything to the contrary, Sublandlord shall not be obligated to disburse any portion of the Allowance during the continuance of an uncured default, and Sublandlord’s obligation to disburse shall only resume when and if such default is cured.

Initial Alterations. Subtenant may install The parties acknowledge that Tenant shall make alterations and improvements to the Sublease Premises it deems necessary following the delivery of the Premises to ready Tenant in Delivery Condition and prior to commencing business therein (the Sublease Premises for Subtenant’s use at its own cost and expense (“Initial Alterations”). The construction of the Initial Alterations shall be governed by Paragraph 9 below, subject except that, with regard to the Allowance Initial Alterations only, the Alteration Operations Fee provided for in Paragraph 9.a. below shall be two and one-half percent (defined below), and in accordance with 2 ½%) of the terms and limitations and the requirements relating to Alterations set forth in the Master Lease including all definitions and categories described in Article 8 and all Laws. Prior to the installation hard construction costs of the Initial Alterations, Subtenant shall submit all Plans and plans and specifications required under the Master Lease to Sublandlord for Sublandlord’s and Master Landlord’s review and approval. Sublandlord’s consent shall but not be unreasonably withheld, conditioned or delayed, and shall not be withheld if (i) consent is granted by Master Landlord, (ii) Master Landlord has agreed in writing that neither Subtenant nor Sublandlord would be required to remove any more than a total of the improvements installed by Subtenant upon expiration of the Master Lease or the Sublease Term and (iii) such improvements do not impose additional obligations upon Sublandlord with respect to surrender of the Premises upon expiration of the Master Lease. Sublandlord will reimburse Subtenant in an amount up to forty dollars Two Dollars ($40.002.00) per rentable square foot feet of the Sublease Premises (Premises. The aforementioned Alteration Operations Fee shall also constitute payment for access, elevator usage and loading docks during normal construction hours, and water and electricity for the “Allowance”) for Initial Alterations approved by Master Landlord and Sublandlord. Sublandlord shall pay the Allowance to Subtenant during the course of installation customary construction of the Initial Alterations in periodic payments (but no more frequently than once every thirty (30) days) after all of the following conditions have been satisfied: (i) Sublandlord’s receipt of a certification from Subtenant and its architect that the work covered in the request has been satisfactorily completed in accordance with the approved plans; (ii) Sublandlord’s receipt of invoices for all costs and expenses related Alterations. The general contractor selected by Tenant to construct the Initial Alterations, including such appropriate backand reasonably approved by Landlord pursuant to Paragraph 9.a. below, is referred to hereinafter as “Tenant’s Contractor.” Without limitation of any provision herein, the Initial Alterations shall include the installation of sub-up documentation as Sublandlord may reasonably request; (iii) Sublandlordmeters for the measurement of electricity consumed at the Premises. In no event shall Tenant or Tenant’s receipt of conditional lien releases from all parties performing work or providing materials to Contractor be paid for from such draw; (iv) with respect given access to the final disbursement onlyPremises for purposes of constructing the Initial Alterations until the plans therefor have been approved by Landlord and Tenant and Tenant has delivered to Landlord the insurance certificates required by Landlord in connection with the work (as required in the first sentence of the third grammatical paragraph of Paragraph 9.a. below) and required under Paragraph 15 below. If Landlord is prepared to deliver the Premises to Tenant, Sublandlord’s receipt of full and final lien releases from all contractors, subcontractors and suppliers; and (v) with respect but Tenant is not given access to the final disbursement only, Sublandlord’s receipt Premises for the purposes of a copy constructing the Initial Alterations because the conditions of the certificate immediately preceding sentence have not been satisfied, then for purposes of occupancy Paragraph 3.b. above, Landlord shall be deemed to have delivered the Premises to Tenant in Delivery Condition on the date that Landlord was prepared to so deliver the Premises to Tenant, notwithstanding the fact that Tenant and Tenant’s Contractor are not permitted access for purposes of construction until the Sublease Premises or other evidence that all applicable governmental agencies have fully and finally approved such work. For each disbursement request submitted by Subtenant, Sublandlord shall disburse to Subtenant the portion of the Allowance attributable to such work. Disbursements will be made within thirty (30) days of submission by Subtenant of all documents required under the terms of this Section 9(a). Notwithstanding anything to the contrary, Sublandlord shall not be obligated to disburse any portion of the Allowance during the continuance of an uncured default, and Sublandlord’s obligation to disburse shall only resume when and if such default is curedaforementioned conditions are satisfied.

Initial Alterations. Subtenant may install Promptly following the Delivery Date (as defined in Paragraph 3.b. above), Tenant shall commence construction of the alterations and improvements Tenant desires to make in the Sublease Premises it deems necessary prior to ready Tenant’s initial occupancy (the Sublease Premises for Subtenant’s use at its own cost and expense (“Initial Alterations”). The construction of the Initial Alterations shall be governed by Paragraph 9 below, subject except that, with regard to the Allowance Initial Alterations only, the Alteration Operations Fee provided for in Paragraph 9.a. below shall be a fixed amount of Fifty Four Thousand Nine Hundred Dollars (defined below$54,900.00), which amount shall also constitute payment for access, elevator usage during Business Hours, use of loading docks during Business Hours and in accordance with utilities for the terms and limitations and the requirements relating to Alterations set forth in the Master Lease including all definitions and categories described in Article 8 and all Laws. Prior to the installation construction of the Initial Alterations, Subtenant shall submit all Plans and plans and specifications required under . The general contractor selected by Tenant to construct the Master Lease to Sublandlord for Sublandlord’s and Master Landlord’s review and approval. Sublandlord’s consent shall not be unreasonably withheld, conditioned or delayedInitial Alterations, and reasonably approved by Landlord pursuant to Paragraph 9.a. below, is referred to hereinafter as “Tenant’s Contractor.” In no event shall not Tenant or Tenant’s Contractor be withheld if (i) consent is granted by Master Landlord, (ii) Master Landlord has agreed in writing that neither Subtenant nor Sublandlord would be required given access to remove any of the improvements installed by Subtenant upon expiration of the Master Lease or the Sublease Term and (iii) such improvements do not impose additional obligations upon Sublandlord with respect to surrender of the Premises upon expiration for commencement of the Master Lease. Sublandlord will reimburse Subtenant in an amount up to forty dollars ($40.00) per rentable square foot of the Sublease Premises (the “Allowance”) for Initial Alterations approved by Master Landlord and Sublandlord. Sublandlord shall pay the Allowance to Subtenant during the course of installation construction of the Initial Alterations until the plans therefor have been approved by Landlord and Tenant pursuant to the terms hereof, and Tenant has delivered to Landlord the insurance certificates required by Landlord in periodic payments (connection with the work and required under Paragraph 15 below. If Landlord is prepared to deliver the Premises to Tenant in Delivery Condition, but no more frequently than once every thirty (30) days) after all Tenant is not given access to the Premises for the purposes of constructing the Initial Alterations because the conditions of the following conditions immediately preceding sentence have not been satisfied: (i) Sublandlord, then for purposes of Paragraphs 2.b. and 3.b. above, Landlord shall be deemed to have delivered the Premises to Tenant in Delivery Condition on the date that Landlord was prepared to so deliver the Premises to Tenant, notwithstanding the fact that Tenant and Tenant’s receipt of a certification from Subtenant and its architect that Contractor are not permitted to commence construction until the work covered in the request has been satisfactorily completed in accordance with the approved plans; (ii) Sublandlord’s receipt of invoices for all costs and expenses related to the Initial Alterations, including such appropriate back-up documentation as Sublandlord may reasonably request; (iii) Sublandlord’s receipt of conditional lien releases from all parties performing work or providing materials to be paid for from such draw; (iv) with respect to the final disbursement only, Sublandlord’s receipt of full and final lien releases from all contractors, subcontractors and suppliers; and (v) with respect to the final disbursement only, Sublandlord’s receipt of a copy of the certificate of occupancy for the Sublease Premises or other evidence that all applicable governmental agencies have fully and finally approved such work. For each disbursement request submitted by Subtenant, Sublandlord shall disburse to Subtenant the portion of the Allowance attributable to such work. Disbursements will be made within thirty (30) days of submission by Subtenant of all documents required under the terms of this Section 9(a). Notwithstanding anything to the contrary, Sublandlord shall not be obligated to disburse any portion of the Allowance during the continuance of an uncured default, and Sublandlord’s obligation to disburse shall only resume when and if such default is curedaforementioned conditions are satisfied.

Initial Alterations. Subtenant may install The parties acknowledge that Tenant intends to make certain Alterations, additions and improvements to (the Sublease Premises it deems necessary to ready the Sublease Premises for Subtenant’s use at its own cost and expense (“Initial Alterations”), ) to the Additional Premises after the Additional Premises Commencement Date to make the same more suitable for Tenant’s occupancy during the balance of the Lease term. The construction of the Initial Alterations shall be subject to the Allowance (defined below), and Landlord’s approval in accordance with Paragraph 9 of the terms Lease and limitations and otherwise governed by Paragraph 9 of the requirements relating to Alterations Lease, except as expressly set forth in this Amendment, and except further that the Master Alteration Operations Fee set forth in Paragraph 9 of the Lease including all definitions shall be calculated for the Initial Alterations using a percentage factor of one and categories described one-half percent (1 1/2%) rather than five percent (5%). The general contractor selected by Tenant and approved by Landlord in Article 8 and all Lawsaccordance with Paragraph 9 of the Lease to construct the Initial Alterations is referred to hereinafter as “Contractor”. Prior to If so requested by Tenant in writing at the installation time Tenant requests Landlord’s approval of the Initial Alterations, Subtenant and provided that Tenant shall submit all Plans and plans and specifications required under expressly reference this Paragraph 5 of this Amendment, Landlord shall advise Tenant in writing at the Master Lease to Sublandlord for Sublandlord’s and Master time of Landlord’s review and approval. Sublandlord’s consent shall not be unreasonably withheld, conditioned or delayed, and shall not be withheld if (i) consent is granted by Master Landlord, (ii) Master Landlord has agreed in writing that neither Subtenant nor Sublandlord would be required to remove any of the improvements installed by Subtenant upon expiration of the Master Lease or the Sublease Term and (iii) such improvements do not impose additional obligations upon Sublandlord with respect to surrender of the Premises upon expiration of the Master Lease. Sublandlord will reimburse Subtenant in an amount up to forty dollars ($40.00) per rentable square foot of the Sublease Premises (the “Allowance”) for Initial Alterations approved by Master Landlord and Sublandlord. Sublandlord shall pay the Allowance to Subtenant during the course of installation approval of the Initial Alterations in periodic payments (but no more frequently than once every thirty (30) days) after all as to whether Landlord will waive its right pursuant to Paragraph 9.b. of the following conditions have been satisfied: (i) SublandlordLease to require that Tenant remove the Initial Alterations from the Premises at the expiration or sooner termination of the Lease and restore the Additional Premises to their prior condition, ordinary wear and tear excepted. Landlord’s receipt of a certification from Subtenant and its architect that failure to expressly waive such requirement in writing shall preserve Landlord’s right to exercise the work covered in the request has been satisfactorily completed in accordance with the approved plans; (ii) Sublandlord’s receipt of invoices for all costs and expenses related to foregoing election as respects the Initial Alterations, including such appropriate back-up documentation as Sublandlord may reasonably request; (iii) Sublandlord’s receipt of conditional lien releases from all parties performing work or providing materials to be paid for from such draw; (iv) with respect to the final disbursement only, Sublandlord’s receipt of full and final lien releases from all contractors, subcontractors and suppliers; and (v) with respect to the final disbursement only, Sublandlord’s receipt of a copy of the certificate of occupancy for the Sublease Premises or other evidence that all applicable governmental agencies have fully and finally approved such work. For each disbursement request submitted by Subtenant, Sublandlord shall disburse to Subtenant the portion of the Allowance attributable to such work. Disbursements will be made within thirty (30) days of submission by Subtenant of all documents required under the terms of this Section 9(a). Notwithstanding anything to the contrary, Sublandlord shall not be obligated to disburse any portion of the Allowance during the continuance of an uncured default, and Sublandlord’s obligation to disburse shall only resume when and if such default is cured.

Initial Alterations. Subtenant may install A. Except as provided in Paragraph 42 below, Landlord shall not be required to make any alterations, additions or improvements to the Sublease Premises it deems necessary and the Premises shall be leased to ready the Sublease Premises for Subtenant’s use Tenant in an "as-is" condition. B. Tenant, at its own cost expense, shall construct, furnish or install all improvements, alterations, additions, equipment or fixtures within the Premises that are necessary for Tenant's occupancy C. If Tenant is not in default under this Lease and expense (“Initial Alterations”)the Lease is in full force and effect, subject then Landlord, at Tenant's request, shall reimburse Tenant up to the Allowance sum of Eighty-Nine Thousand Two Hundred Seventy Dollars (defined below)$89,270.00) ("Landlord's Allowance") for the cost of Tenant's Work, and in accordance with the terms following procedures: (i) Prior to commencing Tenant's Work, Tenant shall submit to Landlord a copy of Tenant's contract with Tenant's general contractor showing the total cost of Tenant's Work. (ii) During the course of construction of Tenant's Work, Landlord shall disburse to Tenant on account of Landlord's Allowance a fraction of each progress payment due to Landlord's general contractor, which fraction shall have as its numerator Sixty-Nine Thousand Two Hundred Seventy Dollars ($69,270.00) and limitations and shall have as its denominator the requirements relating total cost of construction of Tenant's Work as shown in the contract previously submitted to Alterations Landlord; provided, however, that Landlord shall not be required to disburse to Tenant more than Sixty-Nine Thousand Two Hundred Seventy Dollars ($69,270.00) until all of the conditions set forth in Clause (iii) below have been satisfied. Tenant shall pay the Master Lease including all definitions balance of each progress payment due to Tenant's general contractor. (iii) When Tenant's Work has been completed and categories described in Article 8 and all Laws. Prior Tenant is open for business, then Landlord shall reimburse Tenant up to the installation sum of Landlord's Allowance less amounts previously disbursed by Landlord pursuant to Clause (ii) above for the Initial Alterations, Subtenant costs of Tenant's Work provided that Tenant shall submit all Plans and furnish to Landlord the following: (a) A statement from Tenant's architect certifying that Tenant's Work has been completed in compliance with the plans and specifications required under the Master Lease to Sublandlord for Sublandlord’s and Master Landlord’s review and approval. Sublandlord’s consent shall not be unreasonably withheld, conditioned or delayed, and shall not be withheld if (i) consent is granted by Master Landlord, (ii) Master Landlord has agreed in writing that neither Subtenant nor Sublandlord would be required to remove any of the improvements installed by Subtenant upon expiration of the Master Lease or the Sublease Term and (iii) such improvements do not impose additional obligations upon Sublandlord with respect to surrender of the Premises upon expiration of the Master Lease. Sublandlord will reimburse Subtenant in an amount up to forty dollars ($40.00) per rentable square foot of the Sublease Premises (the “Allowance”) for Initial Alterations approved by Master Landlord and Sublandlord. Sublandlord shall pay the Allowance to Subtenant during the course in compliance with all applicable governmental laws, codes, regulations and ordinances; (b) An itemized statement of installation such costs, certified as correct by Tenant; (c) Copies of the Initial Alterations in periodic payments (but no more frequently than once every thirty (30) days) after paid invoices evidencing that all of the following conditions have been satisfied: (i) Sublandlord’s receipt of a certification from Subtenant and its architect that the work covered in the request for which reimbursement is requested has been satisfactorily completed paid for in accordance with the approved plans; full by Tenant; (iid) Sublandlord’s receipt of invoices for all costs and expenses related to the Initial Alterations, including such appropriate back-up documentation as Sublandlord may reasonably request; (iii) Sublandlord’s receipt of conditional Unconditional mechanic's lien releases from Tenant's general contractors, suppliers, materialmen and all parties performing subcontractors who have done work or providing supplied materials to the Premises; and (e) An estoppel certificate executed by Tenant as described in Paragraph 28 of the Lease. D. All cost of Tenant's Work in excess of Landlord's Allowance shall be paid for from such draw; (iv) with respect to the final disbursement only, Sublandlord’s receipt of full and final lien releases from all contractors, subcontractors and suppliers; and (v) with respect to the final disbursement only, Sublandlord’s receipt of a copy of the certificate of occupancy for the Sublease Premises or other evidence that all applicable governmental agencies have fully and finally approved such work. For each disbursement request submitted solely by Subtenant, Sublandlord shall disburse to Subtenant the portion of the Allowance attributable to such work. Disbursements will be made within thirty (30) days of submission by Subtenant of all documents required under the terms of this Section 9(a). Notwithstanding anything to the contrary, Sublandlord shall not be obligated to disburse any portion of the Allowance during the continuance of an uncured default, and Sublandlord’s obligation to disburse shall only resume when and if such default is curedTenant.

Initial Alterations. Subtenant may install Tenant, following the Possession Date and payment to Landlord of all prepaid Rent amounts and the Security Deposits required under the Lease, shall have the right to perform alterations and improvements to in the Sublease Premises it deems necessary to ready (the Sublease Premises for Subtenant’s use at its own cost and expense (“"Initial Alterations”), subject to the Allowance (defined below), and ") in accordance with plans to be prepared by Tenant and DOCPROPERTY "Document number" 4879-3072-0534. DOCPROPERTY "Document version" 3 DOCPROPERTY "Client" 391132. DOCPROPERTY "Matter" 00001/ SAVEDATE \@ M-d-yy U48er IniP/ DOCPROPERTY "User Init" jll/ DOCPROPERTY "Typist Init" jll -12- DOCPROPERTY "Footer Notes" THE BEACON[Palisade Bio, Inc.] approved in advance by Landlord (the "Approved Plans"). The Initial Alterations shall be treated as Alterations under this Article 8 and Tenant and its contractors shall not have the right to perform Initial Alterations in the Premises unless and until Tenant has complied with all of the terms and limitations conditions of this Article 8. Tenant shall be required to obtain all permits and the requirements relating approvals, at Tenant's sole cost and expense, which are required to Alterations set forth in the Master Lease including all definitions and categories described in Article 8 and all Laws. Prior to the installation of construct the Initial Alterations. Tenant shall be entitled to a one-time tenant improvement allowance (the "Allowance") in the amount of up to, Subtenant shall submit all Plans and plans and specifications required under the Master Lease to Sublandlord for Sublandlord’s and Master Landlord’s review and approval. Sublandlord’s consent shall but not be unreasonably withheldexceeding, conditioned or delayed, and shall not be withheld if (i) consent is granted by Master Landlord, (ii) Master Landlord has agreed in writing that neither Subtenant nor Sublandlord would be required to remove any of the improvements installed by Subtenant upon expiration of the Master Lease or the Sublease Term and (iii) such improvements do not impose additional obligations upon Sublandlord with respect to surrender of the Premises upon expiration of the Master Lease. Sublandlord will reimburse Subtenant in an amount up to forty dollars Four Dollars ($40.004.00) per rentable square foot of the Sublease Premises (for the “Allowance”) costs relating to the Initial Alterations. Tenant shall not be entitled to receive any cash payment or credit against Rent or otherwise for Initial Alterations approved by Master Landlord and Sublandlord. Sublandlord shall pay any unused portion of the Allowance which is not used to Subtenant during pay for the course Initial Alterations. Provided that Tenant is not in default of installation any of its obligations under this Lease, then following Tenant's substantial completion of the Initial Alterations and Tenant's commencement of business operations from the Premises, Landlord shall make a one-time disbursement from the Allowance in periodic payments (but no more frequently than once every thirty (30) days) after all of the following conditions have been satisfied: (i) Sublandlord’s receipt form of a certification from Subtenant and its architect that check made payable to Tenant for the work covered in the request has been satisfactorily completed in accordance with the approved plans; (ii) Sublandlord’s receipt of invoices costs incurred by Tenant for all costs and expenses related to the Initial Alterations, including such appropriate back-up documentation as Sublandlord may reasonably request; (iii) Sublandlord’s receipt of conditional lien releases from all parties performing work or providing materials to be paid for from such draw; (iv) with respect to the final which disbursement only, Sublandlord’s receipt of full and final lien releases from all contractors, subcontractors and suppliers; and (v) with respect to the final disbursement only, Sublandlord’s receipt of a copy of the certificate of occupancy for the Sublease Premises or other evidence that all applicable governmental agencies have fully and finally approved such work. For each disbursement request submitted by Subtenant, Sublandlord shall disburse to Subtenant the portion of the Allowance attributable to such work. Disbursements will be made by Landlord within thirty (30) days following receipt of submission the following from Tenant: (A) a written request for payment from Tenant; (B) invoices from all subcontractors, laborers, materialmen and suppliers ("Tenant's Agents") used by Subtenant Tenant in connection with the Initial Alterations for labor rendered and materials delivered to the Premises for the Initial Alterations; (C) executed unconditional mechanics' lien releases from all of Tenant's Agents in such form and content as required by Landlord; (D) a certificate of occupancy for the Premises; and (E) all documents required under the terms of this Section 9(a)other information reasonably requested by Landlord. Notwithstanding anything in this Section 8.6 to the contrary, Sublandlord shall not in no event will Tenant be obligated entitled to disburse receive any portion of the Allowance during with respect to any of the continuance of an uncured default, and Sublandlord’s obligation to disburse shall only resume when and if such default is curedInitial Alterations that have not been completed within nine (9) months after the Lease Commencement Date.

Initial Alterations. Subtenant may install Following the mutual execution of this Lease and Tenant's payment of all Rent and security deposits required to be paid upon the execution of the Lease, Tenant shall have the right to perform certain alterations and improvements to in the Sublease Premises it deems necessary to ready (the Sublease Premises for Subtenant’s use at its own cost and expense (“"Initial Alterations”"). Notwithstanding the foregoing, subject Tenant and its contractors shall not have the right to perform Initial Alterations in the Allowance (defined below), Premises unless and in accordance until Tenant has complied with all of the terms and limitations and conditions of the requirements relating Lease with respect to Alterations set forth in Alterations, including, without limitation, approval by Landlord of (a) the Master Lease including all definitions and categories described in Article 8 and all Laws. Prior to the installation of final plans for the Initial Alterations, Subtenant (b) the contractors to be retained by Tenant to perform such Initial Alterations, and (c) the insurance coverage obtained by Tenant and its contractors in connection with the Initial Alterations. Landlord shall submit reimburse Tenant for up to $5,000.00 for the initial space plan and one revision (the “Space Plan Allowance”). Upon completion of the space plan, Tenant shall provide Landlord the invoice for such. Landlord shall reimburse Tenant for the Space Plan Allowance within ten (10) days following receipt of the invoice. Tenant shall be responsible for all Plans elements of the plans for the Initial Alterations (including, without limitation, compliance with law, the structural integrity of the design, the configuration of the Premises and the placement of Tenant's furniture, appliances and equipment), and Landlord's approval of such plans and specifications required under shall in no event relieve Tenant of the Master Lease responsibility therefor. Landlord's approval of the contractors to Sublandlord for Sublandlord’s and Master Landlord’s review and approval. Sublandlord’s consent perform the Initial Alterations shall not be unreasonably withheld, conditioned or delayed, and . Landlord's approval of the general contractor to perform the Initial Alterations shall not be considered to be unreasonably withheld if any such general contractor (i) consent is granted by Master does not have trade references reasonably acceptable to Landlord, (ii) Master Landlord has agreed in writing that neither Subtenant nor Sublandlord would be does not maintain insurance as required to remove any of the improvements installed by Subtenant upon expiration of the Master Lease or the Sublease Term and Landlord, (iii) such improvements do does not impose additional obligations upon Sublandlord with respect have the ability to surrender of be bonded for the Premises upon expiration of the Master Lease. Sublandlord will reimburse Subtenant work in an amount up satisfactory to forty dollars ($40.00) per rentable square foot of the Sublease Premises (the “Allowance”) for Initial Alterations approved by Master Landlord and Sublandlord. Sublandlord shall pay the Allowance to Subtenant during the course of installation of the Initial Alterations in periodic payments (but no more frequently than once every thirty (30) days) after all of the following conditions have been satisfied: (i) Sublandlord’s receipt of a certification from Subtenant and its architect that the work covered in the request has been satisfactorily completed in accordance with the approved plans; (ii) Sublandlord’s receipt of invoices for all costs and expenses related to the Initial AlterationsLandlord, including such appropriate back-up documentation as Sublandlord may reasonably request; (iii) Sublandlord’s receipt of conditional lien releases from all parties performing work or providing materials to be paid for from such draw; (iv) with respect does not provide current financial statements reasonably acceptable to the final disbursement onlyLandlord, Sublandlord’s receipt of full and final lien releases from all contractors, subcontractors and suppliers; and or (v) with respect is not licensed as a contractor in the state and municipality in which the Premises is located. Tenant acknowledges the foregoing is not intended to the final disbursement only, Sublandlord’s receipt of a copy be an exclusive list of the certificate of occupancy for the Sublease Premises or other evidence that all applicable governmental agencies have fully and finally approved such work. For each disbursement request submitted by Subtenant, Sublandlord shall disburse reasons why Landlord may reasonably withhold its consent to Subtenant the portion of the Allowance attributable to such work. Disbursements will be made within thirty (30) days of submission by Subtenant of all documents required under the terms of this Section 9(a). Notwithstanding anything to the contrary, Sublandlord shall not be obligated to disburse any portion of the Allowance during the continuance of an uncured default, and Sublandlord’s obligation to disburse shall only resume when and if such default is cureda general contractor.

Initial Alterations. Subtenant may install improvements to Lessor's Work -------------- Lessee shall accept the Sublease Premises it deems necessary to ready the Sublease Premises for Subtenant’s use at in its own cost and expense (“Initial Alterations”), subject to the Allowance (defined below), and in accordance with the terms and limitations and the requirements relating to Alterations set forth in the Master Lease including all definitions and categories described in Article 8 and all Laws. Prior to the installation "as is" condition as of the Initial Alterations, Subtenant Commencement Date. It is expressly understood and agreed that Lessor shall submit all Plans and plans and specifications required under the Master Lease have no responsibility or obligation to Sublandlord for Sublandlord’s and Master Landlord’s review and approval. Sublandlord’s consent shall not be unreasonably withheld, conditioned or delayed, and shall not be withheld if (i) consent is granted by Master Landlord, (ii) Master Landlord has agreed in writing that neither Subtenant nor Sublandlord would be required to remove perform any of the improvements installed by Subtenant upon expiration of the Master Lease or the Sublease Term and (iii) such improvements do not impose additional obligations upon Sublandlord with respect to surrender of the Premises upon expiration of the Master Lease. Sublandlord will reimburse Subtenant in an amount up to forty dollars ($40.00) per rentable square foot of the Sublease Premises (the “Allowance”) for Initial Alterations approved by Master Landlord and Sublandlord. Sublandlord shall pay the Allowance to Subtenant during the course of installation of the Initial Alterations in periodic payments (but no more frequently than once every thirty (30) days) after all of the following conditions have been satisfied: (i) Sublandlord’s receipt of a certification from Subtenant and its architect that the work covered in the request has been satisfactorily completed in accordance with the approved plans; (ii) Sublandlord’s receipt of invoices for all costs and expenses related to the Initial Alterations, including such appropriate back-up documentation as Sublandlord may reasonably request; (iii) Sublandlord’s receipt of conditional lien releases from all parties performing work or providing materials to be paid for from such draw; (iv) with respect to the final disbursement onlyshell, Sublandlord’s receipt of full and final lien releases from all contractorsfloor, subcontractors and suppliers; and (v) entrance, mezzanine, walls, ceiling, lighting fixtures, HVAC system, toilet room, utilities systems, or otherwise with respect to the final disbursement only, Sublandlord’s receipt Premises except as set forth in Paragraph 2.2 of this Lease except as set forth below. Lessee Improvement Allowance ---------------------------- Lessor shall obtain three (3) bids to carpet and repaint the existing office areas. The amount of the lowest bid shall be provided to Lessee in the form of a copy Lessee Improvement Allowance ("Allowance"). Lessee shall be responsible, at Lessee's sole cost and expense, to complete said work during the construction of its additional offices. Lessor shall also provide Lessee with an additional allowance ("Amortized Improvement Allowance") up to Fifty Thousand and no/100 Dollars ($50,000.00) for Lessee's construction of improvements in the Premises. The Amortized Improvement Allowance shall be amortized over the Initial Term of the certificate Lease at an interest rate of occupancy Ten percent (10%) per annum and paid as additional rent each month, along with, and in addition to Base Rent, throughout the Initial Lease Term. Lessee shall be responsible for any cost of improvements beyond the Sublease Premises or other evidence that all applicable governmental agencies have fully and finally approved such work. For each disbursement request submitted by Subtenant, Sublandlord shall disburse to Subtenant the portion total of the Allowance attributable and the Amortized Improvement Allowance. The total amount of the Amortized Improvement Allowance shall be established upon completion of the improvements and shall be specified and mutually agreed upon in a Commencement Date Memorandum, attached hereto as Exhibit F. The Allowance and the Amortized Improvement Allowance shall be used only for the cost of construction and installation of the improvements, including all labor, materials, permits, fees, architectural and engineering fees and costs. In no event shall the Allowance or the Amortized Improvement Allowance be used for telephone/data cabling, furniture, fixtures, equipment, personal property, moving expenses, or as a credit against rent. Payment for Lessee Improvements -------------------------------- Lessee shall deliver to such workLessor, invoices, and unconditional lien releases or other documentation ("Construction Invoices"), all reasonably satisfactory to Lessor, pertaining to the cost of the Improvements. Disbursements will Lessee shall, as hereinafter provided, receive the Allowance, and or the Amortized Improvement Allowance to reimburse Lessee, to the extent of costs for Improvements paid by Lessee. The Allowance, and or the Amortized Improvement Allowance shall be made payable by Lessor to Lessee within thirty (30) days after (1) completion of submission the Improvements, (2) Lessee has delivered to Lessor reasonable documentation evidencing payment ("Lessee Payment") made by Subtenant of all documents required under Lessee to its contractors in connection with such Improvement work, together with unconditional lien releases reasonably satisfactory to Lessor, and (3) Lessee has opened for business, but in no event any later than six months after the terms Commencement Date of this Section 9(a)Lease subject to 1 & 2 above. Notwithstanding anything to the contraryany contrary provisions herein, Sublandlord payment by Lessor for such Improvement work shall not be obligated due until Lessor has determined that (a) there are no applicable or claimed mechanic's liens, stop notices or the like, and (b) the Allowance, and or the Amortized Improvement Allowance are applied solely to disburse Improvements depicted in the approved plans; provided that Lessor's determination of the foregoing shall be completed with thirty (30) days following completion of the Improvements. All other improvements to the Premises shall be at Lessee's sole cost and expense. Lessee's Work -------------- In the event Lessee does other improvements, Lessee agrees to furnish Lessor with two complete sets of Lessee's improvement plans and specifications for Lessor's written approval, which approval may be withheld or denied, in Lessor's sole and absolute discretion, prior to the submission of said plans to any and all governmental authorities and prior to the commencement of any improvement work. The plans shall be submitted to Lessor complete with all information required for Lessee's submission to the Department of Building and Safety for the City of Los Angeles for plan check and issuance of all required permits. The plans shall include mechanical and electrical drawings showing the location of partitions, ceiling plans including light fixtures, doors, wall finishes and floor coverings, and Lessee's special requirements, if any. The plans shall also include elevations of all storefront appearances, color board(s) indicating design finish selections and a floorplan indicating the placement of Lessee's fixtures. Any such special requirements shall conform to all applicable building codes, regulations and ordinances. EXHIBIT B - WORK LETTER (continued) Lessee's Work (Continued) The Plans shall be approved or disapproved by Lessor within five (5) business days after Lessor's receipt thereof; provided that failure of Lessor to respond within such five (5) business day period shall not be deemed approval. If Lessor disapproves the Plans, or any portion thereof, Lessor shall promptly notify Lessee of the Allowance during revisions which Lessor requires in order to obtain Lessor's approval. Lessee shall, within five (5) business days from Lessor's disapproval, submit to Lessor plans and specifications incorporating the continuance of an uncured defaultrevisions required by Lessor. Said revisions shall be subject to Lessor's approval, and Sublandlord’s obligation to disburse which approval shall only resume when and if such default is curednot be unreasonably withheld or delayed. The preceding process shall continue until the Plans have been approved.

Initial Alterations. Subtenant Landlord acknowledges that Tenant may install improvements desire to perform certain initial Alterations to the Sublease Premises it deems necessary to ready the Sublease Premises for SubtenantTenant’s use at its own cost and expense (occupancy pursuant to the Lease. Such initial Alterations are referred to herein as the “Initial Alterations”. The Initial Alterations shall be deemed an “Alteration” for all purposes of this Lease, and shall be subject to all provisions of this Lease relating to Alterations (including Article 5 of this Lease), subject except as expressly set forth in this Work Letter to the Allowance contrary. Tenant shall complete the Initial Alterations in good and workmanlike manner, by a general contactor (defined below)“Contractor”) and subcontractors approved by Landlord, such approval not to be unreasonably withheld or delayed, fully paid for and free from liens, in accordance with the terms Plans reasonably approved by Landlord and limitations Tenant, and the requirements relating to Alterations set forth in the Master Lease including compliance with all definitions and categories described in Article 8 and all Laws. Prior to the installation of the Initial Alterationsprovisions of Article 5 of this Lease, Subtenant shall submit all Plans including the Rules and plans Regulations and specifications required under the Master Lease to Sublandlord for Sublandlord’s and Master Landlord’s review construction standards and approvalprocedures for the Building. SublandlordWithin ten (10) Business Days after Landlord’s consent shall not be unreasonably withheld, conditioned or delayed, and shall not be withheld if (i) consent is granted by Master Landlord, (ii) Master Landlord has agreed in writing that neither Subtenant nor Sublandlord would be required to remove any receipt of the improvements installed by Subtenant upon expiration of the Master Lease or the Sublease Term and (iii) such improvements do not impose additional obligations upon Sublandlord with respect to surrender of the Premises upon expiration of the Master Lease. Sublandlord will reimburse Subtenant in an amount up to forty dollars ($40.00) per rentable square foot of the Sublease Premises (the “Allowance”) Plans for Initial Alterations approved by Master Landlord and Sublandlord. Sublandlord shall pay the Allowance to Subtenant during the course of installation of the Initial Alterations in periodic payments (but no more frequently than once every thirty (30) days) after all from Tenant, Landlord shall respond to Tenant with Landlord’s approval or disapproval of the following conditions have been satisfied: (i) SublandlordPlans, or Landlord’s receipt of a certification from Subtenant and its architect that the work covered in the request has been satisfactorily completed in accordance for additional detail or information with the approved plans; (ii) Sublandlord’s receipt of invoices for all costs and expenses related respect thereto or with respect to the Initial Alterations. If Landlord’s disapproves the Plans, including Landlord shall state the reasons for such appropriate back-up documentation as Sublandlord may reasonably request; disapproval and the revisions required in order for Landlord to approve the Plans. Within ten (iii10) SublandlordBusiness Days after Tenant’s receipt of conditional lien releases from all parties performing work or providing materials Landlord’s notice, Tenant shall submit to be paid Landlord for from such draw; Landlord’s review Plans incorporating the required revisions, and Landlord shall respond thereto as set forth above within five (iv5) with respect to the final disbursement only, SublandlordBusiness Days after Landlord’s receipt of full and final lien releases from all contractors, subcontractors and suppliers; and (v) with respect to the final disbursement only, Sublandlord’s receipt of a copy of the certificate of occupancy for the Sublease Premises or other evidence revised Plans. The foregoing procedure shall be followed until Tenant has prepared Plans that all applicable governmental agencies have fully and finally approved such work. For each disbursement request submitted by Subtenant, Sublandlord shall disburse to Subtenant the portion of the Allowance attributable to such work. Disbursements will be made within thirty (30) days of submission by Subtenant of all documents required under the terms of this Section 9(a)Landlord approves in writing as set forth above. Notwithstanding anything to the contrarycontrary in Article 5 of this Lease, Sublandlord at the time Landlord approves the Plans for the Initial Alterations, Landlord shall not be obligated to disburse advise Tenant if any portion of the Allowance during Initial Alterations constitute Specialty Alterations that are subject to Tenant’s removal and restoration obligations under the continuance of an uncured defaultLease, and SublandlordLandlord’s obligation failure to disburse so designate any Initial Alterations as Specialty Alterations shall only resume when and if such default is curedwaive Landlord’s right to require Tenant to remove the same from the Premises upon expiration or earlier termination of this Lease.

Initial Alterations. Subtenant may install improvements A. Subject to the Sublease provisions of Article III.C., Tenant, upon the full and final execution of this Lease and delivery of the Premises it deems necessary or applicable portions thereof, shall have the right to ready perform alterations and improvements in the Sublease Premises for Subtenant’s use at its own cost and expense (“the "Initial Alterations”"). Notwithstanding the foregoing, subject Tenant and its contractors shall not have the right to perform Initial Alterations in the Allowance Premises unless and until Tenant has complied with all of the terms and conditions of Article X.B. of this Lease, including, without limitation, approval by Landlord of the final plans for the Initial Alterations and the contractors to be retained by Tenant to perform such Initial Alterations. Landlord agrees that Landlord will not prevent Tenant from commencing demolition work within the Premises on the basis that final plans for the Initial Alterations have not been submitted to Landlord for approval or approved by Landlord. Landlord makes no representation or warranty as to governmental rules, regulations or procedures with regard thereto. Landlord agrees to respond promptly to any requests by Tenant for approval of its contractors, plans or any changes thereto in order to facilitate the performance of the Initial Alterations by Tenant. Landlord specifically agrees to respond within five (defined below)5) Business Days to a request by Tenant for review of the plans. Landlord's approval of the plans and any revisions thereto or Landlord's supervision or performance of any work on behalf of Tenant shall not be deemed to be a representation by Landlord that such plans or any revisions thereto comply with applicable insurance requirements, building codes, ordinances, laws or regulations, or that the improvements constructed in accordance with plans and any revisions thereto will be adequate for Tenant's use. B. Landlord, provided that delivery of the applicable portion of the Premises has occurred, and provided further that Tenant is not in material or monetary default after the expiration of applicable cure periods, agrees to contribute (the "Work Allowance") an amount not to exceed Two Hundred Forty Two Thousand and Fifty and 00/100's Dollars ($242,050.00) as follows: (i) $120,120.00 (i.e. $15.00 per usable square foot) for Premises A; (ii) $78,975.00 (i.e. $15.00 per usable square foot) for Premises B; and (iii) $42,955.00 (i.e. $13.75 per usable square foot) for Premises C, toward the cost of performing Initial Alterations in the Premises, the cost of preparing design and construction documents for the Initial Alterations, the cost of permits, installation of fire, life safety and garbage disposal equipment, signage, cabling, wiring, engineering, non-trade fixturation, and the cost of preparing mechanical and electrical plans for the Initial Alterations. Landlord shall be entitled to deduct from the Work Allowance an amount sufficient to reimburse Landlord for its actual out-of-pocket costs in connection with additional security after-hours HVAC, and additional cleaning costs during Tenant's construction of the Initial Alterations and move-in. Landlord shall not be entitled to receive a supervision fee in connection with the performance of the Initial Alterations. C. The Work Allowance, shall be paid to Tenant in accordance with the terms and limitations and the requirements relating to Alterations set forth in the Master Lease including all definitions and categories described in Article 8 and all Lawsfollowing procedures: 1. Prior to the installation The cost of the Initial Alterations, Subtenant shall submit all Plans and plans and specifications required under the Master Lease to Sublandlord for Sublandlord’s and Master Landlord’s review and approval. Sublandlord’s consent shall not be unreasonably withheld, conditioned or delayed, and shall not be withheld if (i) consent is granted by Master Landlord, (ii) Master Landlord has agreed in writing that neither Subtenant nor Sublandlord would be required to remove any of the improvements installed by Subtenant upon expiration of the Master Lease or the Sublease Term and (iii) such improvements do not impose additional obligations upon Sublandlord with respect to surrender of the Premises upon expiration of the Master Lease. Sublandlord will reimburse Subtenant in an amount up to forty dollars ($40.00) per rentable square foot of the Sublease Premises (the “Allowance”) for Initial Alterations approved by Master Landlord and Sublandlord. Sublandlord shall pay the Allowance to Subtenant during the course of installation of performing the Initial Alterations in periodic payments to the Premises or applicable portion thereof, less a ten percent (but no more frequently than once every thirty 10%) retainage (30) days) after all which retainage shall be payable as part of the following conditions have been satisfied: (ifinal draw) Sublandlord’s receipt of a certification from Subtenant and its architect that the work covered in the request has been satisfactorily completed in accordance with the approved plans; (ii) Sublandlord’s receipt of invoices for all costs and expenses related to the Initial Alterations, including such appropriate back-up documentation as Sublandlord may reasonably request; (iii) Sublandlord’s receipt of conditional lien releases from all parties performing work or providing materials to shall be paid for from such draw; to Tenant fifty percent (iv50%) with respect to the final disbursement only, Sublandlord’s receipt of full and final lien releases from all contractors, subcontractors and suppliers; and (v) with respect to the final disbursement only, Sublandlord’s receipt of a copy of the certificate of occupancy for the Sublease Premises or other evidence that all applicable governmental agencies have fully and finally approved such work. For each disbursement request submitted by Subtenant, Sublandlord shall disburse to Subtenant the portion of the Allowance attributable to such work. Disbursements will be made within thirty (30) days after Tenant's commencement of submission by Subtenant construction of the Initial Alterations, forty percent (40%) within ten (10) days after substantial completion of the Initial Alterations, and the retainage within ten (10) Business Days after receipt of the following documentation: (i) an application for payment and sworn 44 statement of contractor covering all documents work for which disbursement is to be made to a date specified therein; (ii) a completion affidavit from Tenant's architect (iii) Contractor's and subcontractor's waivers of liens which shall cover all Initial Alterations and all other statements and forms required under for compliance with the terms mechanic's lien laws of this Section 9(a). Notwithstanding anything to the contraryState of California, Sublandlord shall not be obligated together with all such invoices or other supporting data as Landlord or Landlord's Mortgagee may reasonably require; (iv) plans and specifications for the Initial Alterations, together with a certificate from the architect that such plans and specifications comply in all material respects with all laws affecting the Building, Property and Premises; and (v) a request to disburse from Tenant containing an approval by Tenant of the work done. In no event shall Landlord be required to disburse the Work Allowance more than one time per month. If the cost of the Initial Alterations (inclusive of planning costs) is less than the Work Allowance, the amount by which the Work Allowance exceeds the cost of the Initial Alterations (inclusive of planning costs) is referred to as the "Excess Allowance". Tenant shall be entitled to apply the Excess Allowance for any portion of the Premises, if any, to the Work Allowance during for any other portion of the continuance Premises. In the event Tenant does not use the entire Work Allowance for the performance of Initial Improvements, an uncured defaultamount not to exceed a total of Thirty Seven Thousand Eight Hundred Seventy Four and 00/100's Dollars ($37,874.00) may be applied toward the cost of packing, cartage and Sublandlord’s obligation unpacking, moving, assembly and disassembly, reinstallation of Tenant's furniture, equipment and other personal property into the Premises or portion thereof (the "Moving Expenses"), as follows: (i) $18,492.00 (i.e. $2.00 per rentable square foot) for Premises A; (ii) $12,276.00 (i.e. $2.00 per rentable square foot) for Premises B; and (iii) $7,106.00 (i.e. $2.00 per rentable square foot) for Premises C. Any unused portion of the Work Allowance following substantial completion of the Initial Alterations to disburse the Premises (excluding any amount up to $37,874.00 which Tenant may use for Moving Expenses) shall only resume when and if such default is curedaccrue to the sole benefit of Landlord, it being understood that Tenant shall not be entitled to any credit, abatement or other concession in connection therewith.

Initial Alterations. Subtenant may install Following the delivery of possession of the Premises to Tenant and Tenant’s payment of all Rent and security deposits required to be paid upon the execution of the Lease, Tenant shall have the right to perform certain alterations and improvements to in the Sublease Premises it deems necessary to ready (the Sublease Premises for Subtenant’s use at its own cost and expense (“Initial Alterations”). Notwithstanding the foregoing, subject Tenant and its contractors shall not have the right to perform Initial Alterations in the Allowance (defined below), Premises unless and in accordance until Tenant has complied with all of the terms and limitations and conditions of Section 9B of the requirements relating to Alterations set forth in Lease, including, without limitation, approval by Landlord of (a) the Master Lease including all definitions and categories described in Article 8 and all Laws. Prior to the installation of final plans for the Initial Alterations, Subtenant shall submit all Plans (b) the contractors to be retained by Tenant to perform such Initial Alterations, and (c) the insurance coverage obtained by Tenant and its contractors in connection with the Initial Alterations. The final plans and specifications required under for the Master Lease Initial Alterations presented to Sublandlord Landlord for Sublandlord’s approval shall be accompanied by a certificate from an AIA architect or licensed engineer that such plans and Master specifications comply in all material respects with all applicable laws, codes and regulations affecting the Building, Property and Premises. Landlord’s review and approval. Sublandlordapproval of Tenant’s consent plans shall not be unreasonably withheld, conditioned conditioned, or delayeddelayed as to nonstructural Alterations (nonstructural Alterations being those that do not affect the Building’s structure, roof, exterior or mechanical, electrical, plumbing, life safety or other Building systems or architectural design, character or use of the Building, Project or Premises). Within fourteen (14) days after receipt of the plans (unless the response reasonably requires a longer time), Landlord shall return one set of prints thereof with Landlord’s approval and/or required modifications noted thereon. If Landlord has approved such plans subject to modifications, such modifications shall be deemed to be acceptable to and approved by Tenant unless Tenant shall prepare and resubmit revised plans for further consideration by Landlord within fourteen (14) days. If Landlord has required modifications without approving the applicable plans, Tenant shall prepare and resubmit revised plans within fourteen (14) days for consideration by Landlord. All revised plans shall be submitted, with changes highlighted, and Landlord shall approve or disapprove such revised drawings within fourteen (14) days following receipt of the same. The foregoing submission process shall continue until Landlord has approved the plans. The final, approved plans shall constitute the “Final Plans.” Tenant shall be responsible for all elements of the Final Plans for the Initial Alterations (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of such plans shall in no event relieve Tenant of the responsibility therefor. Upon Landlord’s approval of the Final Plans, Tenant shall not materially modify, amend or alter the Final Plans (or any Initial Alterations shown thereon) without Landlord’s prior written approval. Landlord will not unreasonably withhold or delay its approval of any requested modifications, amendments or alterations to Final Plans (or any Initial Alterations shown thereon) requested by Tenant, and (unless the response reasonably requires a longer time) Landlord shall respond within fourteen (14) days to Tenant’s request. Any material changes in the Initial Improvements from Final Plans as approved by Landlord shall be subject to Landlord’s prior written approval, which shall not be unreasonably withheld if or delayed as to nonstructural Alterations. Any deviation (i) consent is granted by Master Landlord, (ii) Master Landlord has agreed in writing other than immaterial changes that neither Subtenant nor Sublandlord would be required to remove any do not affect the quality or nature of the improvements installed by Subtenant upon expiration of or require an alteration in any Building mechanical, electrical, plumbing, fire or life-safety systems or Landlord’s permits and approvals) in construction from the Master Lease or the Sublease Term and (iii) such improvements do not impose additional obligations upon Sublandlord with respect to surrender of the Premises upon expiration of the Master Lease. Sublandlord will reimburse Subtenant in an amount up to forty dollars ($40.00) per rentable square foot of the Sublease Premises (the “Allowance”) for Initial Alterations Final Plans as approved by Master Landlord shall, at Landlord’s election, constitute a default for which Landlord may, after applicable notice and Sublandlord. Sublandlord shall pay cure periods, elect to exercise the Allowance to Subtenant during the course of installation of the Initial Alterations in periodic payments (but no more frequently than once every thirty (30) days) after all of the following conditions have been satisfied: (i) Sublandlord’s receipt of a certification from Subtenant and its architect that the work covered remedies available in the request has been satisfactorily completed event of default under the provisions of this Lease, unless such default is cured in accordance with and in the approved plans; (ii) Sublandlord’s receipt of invoices for all costs and expenses related to time periods set forth in the Initial Alterations, including such appropriate back-up documentation as Sublandlord may reasonably request; (iii) Sublandlord’s receipt of conditional lien releases from all parties performing work or providing materials to be paid for from such draw; (iv) with respect to the final disbursement only, Sublandlord’s receipt of full and final lien releases from all contractors, subcontractors and suppliers; and (v) with respect to the final disbursement only, Sublandlord’s receipt of a copy of the certificate of occupancy for the Sublease Premises or other evidence that all applicable governmental agencies have fully and finally approved such work. For each disbursement request submitted by Subtenant, Sublandlord shall disburse to Subtenant the portion of the Allowance attributable to such work. Disbursements will be made within thirty (30) days of submission by Subtenant of all documents required under the terms of this Section 9(a). Notwithstanding anything to the contrary, Sublandlord shall not be obligated to disburse any portion of the Allowance during the continuance of an uncured default, and Sublandlord’s obligation to disburse shall only resume when and if such default is curedLease.

Initial Alterations. Subtenant may install Between the date this Lease is executed by Landlord and Tenant and May 31, 2000, Tenant, at Tenant's sole cost and expense, shall make such initial tenant improvements to in the Sublease Premises it as Tenant deems necessary to ready the Sublease Premises for Subtenant’s use at its own cost and expense (“Initial Alterations”)or advisable, subject to the Allowance (defined below)Landlord's prior written approval of such improvements, and in accordance with the terms and limitations and the requirements relating to Alterations set forth in the Master Lease including all definitions and categories described in Article 8 and all Laws. Prior to the installation of the Initial Alterations, Subtenant shall submit all Plans and plans and specifications required under the Master Lease to Sublandlord for Sublandlord’s and Master Landlord’s review and approval. Sublandlord’s consent which approval shall not be unreasonably withheld. Tenant shall prepare and submit to Landlord for Landlord's approval plans and specifications for the initial tenant improvements, conditioned or delayed, and which approval shall not be withheld if (i) consent is granted by Master Landlordunreasonably withheld. All initial tenant improvements shall be made in accordance with, (ii) Master Landlord has agreed in writing that neither Subtenant nor Sublandlord would and comply and otherwise be required to remove any subject to, the provisions of the improvements installed by Subtenant upon expiration of Lease (except Section 6. 1) and shall in all respects comply with all laws related thereto. As an inducement to Tenant to make the Master Lease or the Sublease Term and (iii) such improvements do not impose additional obligations upon Sublandlord with respect initial tenant improvements, Landlord shall provide to surrender of the Premises upon expiration of the Master Lease. Sublandlord will reimburse Subtenant in an amount up to forty dollars ($40.00) per rentable square foot of the Sublease Premises (the “Allowance”) for Initial Alterations approved by Master Landlord and Sublandlord. Sublandlord shall pay the Allowance to Subtenant during the course of installation of the Initial Alterations in periodic payments (but no more frequently than once every thirty (30) days) after all of the following conditions have been satisfied: (i) Sublandlord’s receipt of a certification from Subtenant and its architect that the work covered in the request has been satisfactorily completed Tenant, in accordance with this paragraph, a tenant improvement allowance in the approved plans; amount of up to $45,234 to reimburse Tenant for the costs of the initial tenant improvements. Provided Tenant is not in default under this Lease, the tenant improvement allowance (iior so much thereof as may have been utilized by Tenant between the date this Lease is executed by Landlord and Tenant and May 31, 2000 as evidenced by bills marked paid for the initial tenant improvements submitted to Landlord) Sublandlord’s receipt of invoices for all costs and expenses related to the Initial Alterations, including such appropriate back-up documentation as Sublandlord may reasonably request; (iii) Sublandlord’s receipt of conditional lien releases from all parties performing work or providing materials to shall be paid for from such draw; (iv) with respect by Landlord to the final disbursement only, Sublandlord’s receipt of full and final lien releases from all contractors, subcontractors and suppliers; and (v) with respect to the final disbursement only, Sublandlord’s receipt of a copy of the certificate of occupancy for the Sublease Premises or other evidence that all applicable governmental agencies have fully and finally approved such work. For each disbursement request submitted by Subtenant, Sublandlord shall disburse to Subtenant the portion of the Allowance attributable to such work. Disbursements will be made Tenant within thirty (30) days after the date Tenant provides to Landlord final mechanics' lien waivers for all contractors, subcontractors and material suppliers who have established lien rights and bills marked paid for all of submission by Subtenant Tenant's initial tenant improvements in the Premises; provided, however, Landlord shall have no obligation to provide Tenant any amount of all documents required under the terms of this Section 9(a). Notwithstanding anything tenant improvement allowance that has not been disbursed to Tenant pursuant to the contrarypreceding by June 30, Sublandlord shall not be obligated 2000. EXHIBIT "C" attached to disburse any portion and made a part of the Allowance during lease bearing the continuance lease reference date of an uncured defaultApril 22, 1999, by and between CALWEST INDUSTRLKL PROPERTIES, LLC, a California limited liability company, as Landlord, and Sublandlord’s obligation to disburse shall only resume when and if such default is curedHMT TECHNOLOGY CORPORATION, as Tenant, for the Premises commonly known as Mission Industrial Park.

Initial Alterations. Subtenant may install Landlord, provided Tenant is not in default after the expiration of applicable cure periods, agrees to contribute (the "Work Allowance") an amount not to exceed eighty-one thousand three hundred ten and 50/100 dollars ($81,310.50) toward the cost of performing improvements to the Sublease Premises it deems necessary to ready in preparation of Tenant's occupancy thereof (the Sublease Premises for Subtenant’s use at its own cost and expense (“"Initial Alterations”"), subject to the Allowance (defined below), cost of preparing design and in accordance with the terms and limitations and the requirements relating to Alterations set forth in the Master Lease including all definitions and categories described in Article 8 and all Laws. Prior to the installation of construction documents for the Initial Alterations, Subtenant shall submit all Plans and the cost of preparing mechanical and electrical plans and specifications required under the Master Lease to Sublandlord for Sublandlord’s and Master Landlord’s review and approval. Sublandlord’s consent shall not be unreasonably withheld, conditioned or delayed, and shall not be withheld if (i) consent is granted by Master Landlord, (ii) Master Landlord has agreed in writing that neither Subtenant nor Sublandlord would be required to remove any of the improvements installed by Subtenant upon expiration of the Master Lease or the Sublease Term and (iii) such improvements do not impose additional obligations upon Sublandlord with respect to surrender of the Premises upon expiration of the Master Lease. Sublandlord will reimburse Subtenant in an amount up to forty dollars ($40.00) per rentable square foot of the Sublease Premises (the “Allowance”) for Initial Alterations approved by Master Landlord and Sublandlord. Sublandlord shall pay the Allowance to Subtenant during the course of installation of the Initial Alterations in periodic payments (but no more frequently than once every thirty (30) days) after all of the following conditions have been satisfied: (i) Sublandlord’s receipt of a certification from Subtenant and its architect that the work covered in the request has been satisfactorily completed in accordance with the approved plans; (ii) Sublandlord’s receipt of invoices for all costs and expenses related to the Initial Alterations. The Work Allowance, including such appropriate back-up documentation less a 10% retainage (which retainage shall be payable as Sublandlord may reasonably request; (iiipart of the final draw) Sublandlord’s receipt of conditional lien releases from all parties performing work or providing materials to shall be paid for from such draw; (iv) with respect to the final disbursement only, Sublandlord’s receipt of full and final lien releases from all contractors, subcontractors and suppliers; and (v) with respect to the final disbursement only, Sublandlord’s receipt of a copy of the certificate of occupancy for the Sublease Premises or other evidence that all applicable governmental agencies have fully and finally approved such work. For each disbursement request submitted by Subtenant, Sublandlord shall disburse to Subtenant the portion of the Allowance attributable to such work. Disbursements will be made Tenant within thirty (30) days after receipt of submission the following documentation: (i) an application for payment and sworn statement of contractor substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein; (ii) a certification from an AIA architect substantially in the form of the Architect's Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (iii) Contractor's, subcontractor's and material supplier's waivers of liens which shall cover all Initial Alterations for which disbursement is being requested, which waivers of lien shall be on the form specified by Subtenant the mechanics' lien laws of the State of Michigan, together with all such invoices, contracts, or other supporting data as Landlord or Landlord's Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the Initial Alterations; (v) plans and specifications for the Initial Alterations, together with a certificate from an AIA architect that such plans and specifications comply in all material respects with all laws affecting the Building, Property and Premises; (vi) copies of all documents construction contracts for the Initial Improvements, together with copies of all change orders, if any, and (vii) a request to disburse from Tenant containing an approval by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations. In no event shall Landlord be required under to disburse the terms Work Allowance more than one time per month. If the cost of this Section 9(a). Notwithstanding anything the Initial Alterations exceeds the Work Allowance, the Work Allowance shall be disbursed in the proportion that the Work Allowance bears to the contrary, Sublandlord shall not be obligated to disburse any portion total cost of the Initial Alterations. If the cost of the Initial Alterations is less than the Work Allowance, any such unused Work Allowance during shall accrue to the continuance sole benefit of an uncured default, and Sublandlord’s obligation to disburse shall only resume when and if such default is curedLandlord.