Common use of Initial Improvements Clause in Contracts

Initial Improvements. Subtenant may, at its option and subject to the provisions of the Prime Lease, including, without limitation, Article 8 thereof, complete certain initial improvements to prepare the Demised Premises for Subtenant’s occupancy thereof as described in the Work Letter Agreement attached hereto and made a part hereof as Exhibit B (the “Initial Improvements”), at Subtenant’s sole cost and expense without any contribution or improvement allowance from Sublandlord described in the Work Letter Agreement attached hereto and made a part hereof as Exhibit B); provided, however, Subtenant shall not make or permit anyone to make any Initial Improvements without the prior written consent of Sublandlord, which shall not be unreasonably withheld or delayed, and of Prime Landlord in accordance with the Prime Lease. In connection with the foregoing, Subtenant shall submit to Sublandlord, for prior written approval by Sublandlord, which shall not be unreasonably withheld or delayed, and Prime Landlord, complete plans and specifications for any and all Initial Improvements; including, without limitation, schematic designs and work drawings. Any and all costs and expenses associated with the acquisition of cabling, equipment, furniture, security systems, or other personal property for Subtenant or the Demised Premises or the installation or placement of any of the foregoing within the Demised Premises or with the project management for the performance of the Initial Improvements (collectively, “Subtenant’s Personal Property and Services”), shall be paid for by and be the sole responsibility of Subtenant. Sublandlord acknowledges and agrees that Subtenant shall not be required to remove any Initial Improvements upon the expiration or earlier termination of this Sublease unless the removal is required by Prime Landlord or Sublandlord is otherwise obligated to pay Prime Landlord the costs of any removal of any Initial Improvements pursuant to Section 8(e) of the Prime Lease.

Initial Improvements. Subtenant mayIt is currently contemplated that Tenant will construct prior to September 1, 2003, at its option Tenant's sole cost and expense, one or more Buildings, and all on and off site work, including landscaping (collectively referred to as "Initial Improvements"). The Initial Improvements, if constructed, shall in all events comply with the requirements of the PCP Permit ultimately issued by the City of Mountain View ("PCP"). Landlord hereby approves, subject to the provisions terms and conditions of this Lease, Tenant's construction of the Prime LeaseInitial Improvements so long as the exterior components thereof are generally in conformity with the PCP as such PCP is ultimately issued by the City of Mountain View. If Tenant desires to make any material changes to the exterior design of the Initial Improvements, then prior to submitting any application for amendment of the PCP to the City of Mountain View, Tenant shall deliver such proposed amendment to Landlord for Landlord's review and approval, which approval will not be unreasonably withheld or delayed. Any such disapproval must be in writing stating with particularity the reasons for such disapproval and the actions Tenant may take to modify such proposal in a manner that Landlord would approve. Landlord's failure to deliver such written disapproval within five (5) business days after Tenant has delivered such request for approval to Landlord shall be deemed Landlord's approval of such proposed amendment to the PCP. Landlord shall cooperate with Tenant as reasonably requested by Tenant with respect to any required governmental approvals, including, without limitation, Article 8 thereofany application for amendment of the PCP, complete certain initial improvements to prepare the Demised Premises for Subtenant’s occupancy thereof as described in the Work Letter Agreement attached hereto and made a part hereof as Exhibit B (the “Initial Improvements”), at Subtenant’s sole cost and expense without any contribution or improvement allowance from Sublandlord described in the Work Letter Agreement attached hereto and made a part hereof as Exhibit B); provided, however, Subtenant shall not make or permit anyone to make any Initial Improvements without the prior written consent of Sublandlord, which shall not be unreasonably withheld or delayed, and of Prime Landlord in accordance with the Prime Lease. In connection with the foregoing, Subtenant shall submit to Sublandlord, for prior written approval by Sublandlord, which shall not be unreasonably withheld or delayed, and Prime Landlord, complete plans and specifications for any and all Initial Improvements; including, without limitation, schematic designs and work drawings. Any and all costs and expenses associated with including the acquisition of cabling, equipment, furniture, security systems, or other personal property for Subtenant or the Demised Premises or the installation or placement signing of any reasonable applications or requests which are required to be signed by the owner of the foregoing within the Demised Premises or with the project management for the performance of the Initial Improvements (collectivelyProject in order to obtain required approvals, “Subtenant’s Personal Property and Services”), shall be paid for by and be the sole responsibility of Subtenant. Sublandlord acknowledges and agrees provided that Subtenant Landlord shall not be required to remove incur any costs or expenses or liability in connection therewith. Without limiting Landlord's discretion concerning its approval rights as to any amendments to the PCP that Tenant may reasonably request, the parties agree that (i) Tenant shall not, without Landlord's prior written consent, design or seek governmental approvals to construct more than 120,000 square feet of floor area (calculated as square footage is calculated by the City of Mountain View pursuant to the City of Mountain View Shoreline West Precise Plan) within the Initial Improvements, and (ii) the general design of the Initial Improvements upon shall be reasonably compatible, as reasonably determined by Landlord, with the design of the buildings to be constructed on the 13.48 acre parcel of property located on the opposite side of Amphitheater Parkway from the Project. Promptly following completion of the Initial Improvements, Tenant shall deliver to Landlord as built drawings thereof on original sepia drawn to 1/8" scale, prepared at Tenant's sole cost. Notwithstanding the foregoing, if Tenant fails to substantially complete construction of the Initial Improvements on or before September 1, 2003, then Landlord may, by written notice to Tenant delivered at any time after such date and prior to substantial completion of the Initial Improvements, elect to terminate this Lease, which termination shall be effective ninety (90) days following the date of delivery of such written notice to Tenant. Notwithstanding the foregoing, (i) if Tenant substantially completes the construction of the Initial Improvements prior to the expiration or earlier of such ninety-day period, then such termination notice shall be deemed rescinded, and (ii) if Tenant delivers to Landlord an Exercise Notice of the Purchase Option to purchase the Premises as contemplated in Paragraph 34 of this Sublease unless Lease, prior to the removal is required by Prime Landlord or Sublandlord is otherwise obligated to pay Prime Landlord expiration of such 90-day period, then such termination notice shall be deemed suspended until the costs of any removal of any Initial Improvements date upon which the closing pursuant to Section 8(e) the Purchase Option is scheduled to occur under the terms of this Lease. If Tenant thereafter fails to perform its obligations under the Purchase Option after Tenant's delivery of the Prime LeaseExercise Notice for any reason other than Landlord's failure to perform its obligations with respect to the Purchase Option, then the termination notice earlier delivered to Tenant by Landlord shall be deemed reinstated, effective as of the business day following the scheduled date for such closing which did not occur.

Initial Improvements. Subtenant may, at its option and subject to Certain improvements shall be constructed in the provisions of the Prime Lease, including, without limitation, Article 8 thereof, complete certain initial improvements to prepare the Demised Premises for Subtenant’s occupancy thereof by Landlord as described in the Work Letter Agreement attached hereto and made a part hereof as Exhibit B hereto (the “Initial Space Improvements”)) for the purpose of initially preparing the Premises for occupancy by Tenant. Prior to the Commencement Date, any work performed by Tenant or any fixtures or personal property moved into the Premises shall be at SubtenantTenant’s sole cost and expense without any contribution own risk. Landlord shall use commercially reasonable efforts to complete such improvements on or improvement allowance from Sublandlord described before the Commencement Date set forth in the Work Letter Agreement attached hereto and made Fundamental Lease Provisions, but Landlord shall have no liability to the Tenant hereunder if prevented from doing so for any reason whatsoever, including but not limited to strike or other labor troubles, governmental restrictions, failure or shortage of utility service, national or local emergency, accident, flood, fire or other casualty, adverse weather condition, other act of God, inability to obtain a part hereof as Exhibit B); providedbuilding permit or a certificate of occupancy, however, Subtenant shall not make or permit anyone to make any Initial Improvements without other cause beyond the prior written consent of Sublandlord, which shall not be unreasonably withheld or delayed, and of Prime Landlord in accordance with the Prime LeaseLandlord’s reasonable control. In connection with such event, the foregoing, Subtenant shall submit to Sublandlord, for prior written approval by Sublandlord, which shall not be unreasonably withheld or delayed, Commencement Date and Prime Landlord, complete plans and specifications for any and all Initial Improvements; including, without limitation, schematic designs and work drawings. Any and all costs and expenses associated with the acquisition of cabling, equipment, furniture, security systems, or other personal property for Subtenant or the Demised Premises or the installation or placement of any expiration date of the foregoing within Term shall be postponed for a period equaling the Demised length of such delay. If any delay in completion of the Space Improvements or in delivering possession of the Premises or with the project management for the performance of is deemed to be caused by Landlord’s gross negligence and as a result, the Initial Improvements are not completed by July 31, 2011, Tenant shall have the right to cancel this Lease and have no other obligations hereto. However, if any delay in completion of the Space Improvements or in delivering possession of the Premises to Tenant are caused by Tenant, including Tenant’s requesting changes in the Space Improvements which delay completion thereof, then Tenant shall commence all of its obligations hereunder (collectively, “Subtenant’s Personal Property and Services”including the payments of Rent), and all terms herein shall be paid for effective and binding, on that date reasonably calculated by and be the sole responsibility of Subtenant. Sublandlord acknowledges and agrees that Subtenant shall not be required to remove any Initial Improvements upon the expiration or earlier termination of this Sublease unless the removal is required by Prime Landlord or Sublandlord is otherwise obligated to pay Prime its contractor as the date on which Landlord would have substantially completed the costs of any removal of any Initial Space Improvements pursuant to Section 8(e) of the Prime Leaseif not for such delay.

Initial Improvements. Subtenant mayLandlord shall cause to be constructed, in a good workmanlike manner, the improvements (herein, the “Tenant Improvements”) to the Premises reflected in the space plans attached to the Lease as Exhibit C-1 (the “Preliminary Space Plans”). The Tenant Improvements shall be performed at Tenant’s cost to the extent only in excess of the Improvement Allowance. Notwithstanding anything to the contrary herein or in the Lease, Tenant shall be responsible, at its option own expense (and subject to the provisions not as part of the Prime LeaseImprovement Allowance), for the installation and construction of all tenant-specific improvements, including, without limitation, Article 8 phone, computer and similar cabling and wiring; any panel to panel electrical and other data cabling required for work stations, cubicles and other office furniture systems; security and access systems; and all office furniture and associated hardware therefor. Landlord shall prepare any necessary construction drawings for the construction of the Tenant Improvements, shall promptly seek from the appropriate governmental authorities the issuance of all necessary building permits, and, upon receipt thereof, complete certain initial improvements shall promptly commence and diligently pursue to prepare completion the Demised Premises construction of the Tenant Improvements. Landlord, or an agent of Landlord, shall provide project management services in connection with the construction of the Tenant Improvements and the Change Orders (hereinafter defined). Such project management services shall be performed, at Tenant’s cost, for Subtenant’s occupancy thereof as described in a fee of three percent (3%) of all hard construction costs for the Work Letter Agreement attached hereto Tenant Improvements and made a part hereof as Exhibit B Change Orders (the “Initial ImprovementsConstruction Management Fee”), at Subtenant’s sole cost . Landlord warrants and expense without any contribution or improvement allowance from Sublandlord described in represents to Tenant that the Work Letter Agreement attached hereto Premises and made a part hereof as Exhibit B); provided, however, Subtenant the Tenant Improvements shall not make or permit anyone to make any Initial Improvements without the prior written consent of Sublandlord, which shall not be unreasonably withheld or delayed, and of Prime Landlord in accordance comply with the Prime Lease. In connection with the foregoing, Subtenant shall submit to Sublandlord, for prior written approval by Sublandlord, which shall not be unreasonably withheld or delayed, and Prime Landlord, complete plans and specifications for any and all Initial Improvements; including, without limitation, schematic designs and work drawings. Any and all costs and expenses associated with the acquisition of cabling, equipment, furniture, security systems, or other personal property for Subtenant or the Demised Premises or the installation or placement of any of the foregoing within the Demised Premises or with the project management for the performance of the Initial Improvements (collectively, “Subtenant’s Personal Property and Services”), shall be paid for by and be the sole responsibility of Subtenant. Sublandlord acknowledges and agrees that Subtenant shall not be required to remove any Initial Improvements Applicable Laws upon the expiration or earlier termination of this Sublease unless the removal is required by Prime Landlord or Sublandlord is otherwise obligated delivery thereof to pay Prime Landlord the costs of any removal of any Initial Improvements pursuant to Section 8(e) of the Prime LeaseTenant.

Initial Improvements. Subtenant may, at its option and subject Landlord shall cause to be performed the provisions of improvements (the Prime Lease, including, without limitation, Article 8 thereof, complete certain initial improvements to prepare the Demised Premises for Subtenant’s occupancy thereof as described "Initial Improvements") in the Work Letter Agreement attached hereto Premises in accordance with plans and made a part hereof as Exhibit B specifications approved by Tenant and Landlord (the “Initial Improvements”"Plans"), at Subtenant’s sole cost and expense without any contribution or improvement allowance from Sublandlord described in the Work Letter Agreement attached hereto and made a part hereof as Exhibit B); provided, however, Subtenant shall not make or permit anyone to make any Initial Improvements without the prior written consent of Sublandlord, which approvals shall not be unreasonably withheld or delayedwithheld, The Initial Improvements shall be performed at the Tenant's cost, subject to the Landlord's Contribution (hereinafter defined). Tenant shall cause the Plans to be prepared, at Tenant's cost, by a registered professional architect, and mechanical and electrical engineer(s). Such engineer(s) shall be approved in advance by the Landlord. Tenant shall furnish the initial draft of Prime the Plans to Landlord in accordance for Landlord's review and approval. Landlord shall within one (1) week after receipt either provide comments to such Plans or approve the same. Landlord shall be deemed to have approved such Plans if it does not timely provide comments on such Plans. If Landlord provides Tenant with comments to the Prime Leaseinitial draft of the Plans, Tenant shall provide revised Plans to Landlord incorporating Landlord's comments within two weeks after receipt of Landlord's comments. In connection Landlord shall within one week after receipt then either provide comments to such revised Plans or approve such Plans. Landlord shall be deemed to have approved such revised Plans if Landlord does not timely provide comments on such Plans. The process described above shall be repeated, if necessary, until the Plans have been finally approved by Landlord. Tenant hereby agrees that the Plans for the Initial Improvements shall comply with the foregoing, Subtenant shall submit to Sublandlord, for prior written all applicable Governmental Requirements. Landlord's approval by Sublandlord, which shall not be unreasonably withheld or delayed, and Prime Landlord, complete plans and specifications for any and all Initial Improvements; including, without limitation, schematic designs and work drawings. Any and all costs and expenses associated with the acquisition of cabling, equipment, furniture, security systems, or other personal property for Subtenant or the Demised Premises or the installation or placement of any of the foregoing within Plans (or any modifications or changes thereto) shall not impose upon Landlord or its agents or representatives any obligation with respect to the Demised Premises or with the project management for the performance design of the Initial Improvements (collectivelyor the compliance of such Initial Improvements or the Plans with applicable Governmental Requirements. Landlord, “Subtenant’s Personal Property and Services”)with consultation of Tenant, shall be paid for by and be select a contractor to perform the sole responsibility construction of Subtenantthe Initial Improvements. Sublandlord acknowledges and agrees that Subtenant Landlord shall not be required use commercially reasonable efforts to remove any cause the Initial Improvements to be substantially completed, within sixty (60) days upon the expiration or earlier termination issuance of this Sublease unless all necessary permits provided Landlord has full accessibility to the removal is required by Prime Premises, except for minor "Punch List" items, which Landlord or Sublandlord is otherwise obligated shall use commercially reasonable efforts to pay Prime Landlord complete within thirty (30) days. Subject to Tenant Delay (as defined in Section 4 hereof) and Force Majeure in the costs of any removal of any event the Initial Improvements pursuant and Punch List items are not completed within such time periods as indicated above, Tenant shall be entitled to Section 8(ea Rent credit equal to one day for every day beyond such applicable time period. The Rent credit shall be calculated based upon the ratio of the square footage of Suites 201 and 205 combined compared to the entire square footage of the Premises. Landlord, or an agent of Landlord, shall provide project management services in connection with the construction of the Initial Improvements and the Change Orders (hereinafter defined). Such project management services shall be performed, at Tenant's cost, for a fee of five percent (5%) of all costs related to the Prime Leasepreparation of the Plans and the construction of the Initial Improvements and the Change Orders.

Initial Improvements. Subtenant mayThe economic provisions of Exhibit C to the Lease, at its option as it presently exists, relating to interior improvements in the "Premises" shall be construed to apply solely to the improvement of the Original Premises. Landlord agrees to undertake and diligently complete, subject to the provisions of the Prime Leasedelays for causes beyond its reasonable control (excluding financial inability), including, without limitation, Article 8 thereof, complete certain initial interior tenant improvements to prepare the Demised Premises for Subtenant’s occupancy thereof as described in the Work Letter Agreement attached hereto Additional Premises in accordance with Approved Plans and made a part hereof Specifications to be developed, mutually approved and modified from time to time, as Exhibit B (the “Initial Improvements”)necessary, at Subtenant’s sole cost and expense without any contribution or improvement allowance from Sublandlord described in the Work Letter Agreement attached hereto and made a part hereof as Exhibit B); provided, however, Subtenant shall not make or permit anyone to make any Initial Improvements without the prior written consent of Sublandlord, which shall not be unreasonably withheld or delayed, and of Prime Landlord in accordance with the Prime same procedures applicable to the Original Premises under Exhibit C to the Lease. In connection ; the provisions and procedures applicable to the Original Premises under Exhibit C to the Lease with the foregoingrespect to selection of contractors, Subtenant shall submit to Sublandlordbidding of subcontracts, for prior written review and approval by Sublandlordof plans, which shall not be unreasonably withheld or delayedspecifications, costs, bids and budgets, and Prime like matters shall similarly apply to the Additional Premises under this subparagraph (g). Landlord's work in the Additional Premises shall be performed in a neat and workmanlike manner and shall conform to all applicable governmental codes, complete plans laws and specifications regulations in force at the time such work is completed. Landlord and Tenant shall both use their best endeavors to develop, review and approve all space plans, working drawings, final drawings, specifications, changes (if applicable) and other matters relating to the Additional Premises promptly and diligently. Landlord shall make available for any the initial interior improvements to the Additional Premises a basic tenant improvement allowance of Fifteen Dollars ($15.00) per square foot, subject to the rent adjustment provisions in subparagraphs (c)(iii) and all Initial Improvements; including, without limitation, schematic designs and work drawings(c)(iv) above. Any and all costs and expenses associated with the acquisition of cabling, equipment, furniture, security systems, or other personal property for Subtenant or the Demised Premises or the installation or placement of any The cost of the foregoing within demising wall between the Demised Original Premises or with and the project management Additional Premises (to permit convenient subleasing of the Additional Premises by Tenant) shall be charged fifty percent (50%) to the tenant improvement allowance for the performance of Original Premises and fifty percent (50%) to the Initial Improvements (collectively, “Subtenant’s Personal Property and Services”), shall be paid tenant improvement allowance for by and be the sole responsibility of Subtenant. Sublandlord acknowledges and agrees that Subtenant shall not be required to remove any Initial Improvements upon the expiration or earlier termination of this Sublease unless the removal is required by Prime Landlord or Sublandlord is otherwise obligated to pay Prime Landlord the costs of any removal of any Initial Improvements pursuant to Section 8(e) of the Prime LeaseAdditional Premises.

Initial Improvements. Subtenant may(i) Tenant, at its option and subject to following the provisions delivery of the Prime Premises by Landlord and the full and final execution and delivery of the Lease to which this Exhibit C is attached shall have the right to perform alterations and improvements in the Premises (the “Initial Improvements”). Notwithstanding the foregoing, Tenant and its contractors shall not have the right to perform the Initial Improvements in the Premises unless and until Tenant has complied with all of the terms and conditions of Article 9 of the Lease, including, without limitation, Article 8 thereof, complete certain initial improvements approval by Landlord of the final plans for the Initial Improvements and the contractors to prepare be retained by Tenant to perform such Initial Improvements. Landlord hereby approves the Demised Premises conceptual plans for Subtenant’s occupancy thereof the Initial Improvements as described in the Work Letter Agreement shown on Schedule C-1 attached hereto and made a part hereof as Exhibit B (the “Initial ImprovementsConceptual Plans”), at Subtenant’s sole cost and expense without any contribution Landlord may not unreasonably withhold, delay, or improvement allowance from Sublandlord described in condition its approval to the Work Letter Agreement attached hereto and made a part hereof as Exhibit B); provided, however, Subtenant shall not make or permit anyone to make any Initial Improvements without shown on any subsequently delivered plans and specifications with respect to elements of the prior written consent of SublandlordInitial Improvements shown on the Conceptual Plans. To the extent Landlord objects to any plans or specifications for the Initial Improvements, which it shall not be unreasonably withheld or delayedprovide a reasonably detailed writing identifying the reasons for its objection. Landlord shall promptly provide all information, plans, and specifications with respect to the Building within Landlord’s possession or control (it being agreed that Landlord shall have no obligation to generate any new materials or summaries for the benefit of Prime Landlord Tenant) which Tenant reasonably requests in accordance with the Prime Lease. In connection with the foregoing, Subtenant shall submit to Sublandlord, for prior written approval by Sublandlord, which shall not be unreasonably withheld or delayed, design and Prime Landlord, complete plans and specifications for any and all construction of the Initial Improvements; . Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, schematic designs compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and work drawings. Any and all costs and expenses associated with the acquisition placement of cabling, equipment, Tenant’s furniture, security systemsappliances and equipment), or other personal property for Subtenant or the Demised Premises or the installation or placement and Landlord’s approval of any Tenant’s plans shall in no event relieve Tenant of the foregoing within responsibility for such design. Landlord’s approval of the Demised Premises or with contractors to perform the project management Initial Improvements shall not be unreasonably withheld. The parties agree that Landlord’s approval of the general contractor to perform the Initial Improvements shall not be considered to be unreasonably withheld if any such general contractor (i) does not have trade references reasonably acceptable to Landlord, (ii) does not maintain insurance as required pursuant to the terms of this Lease, (iii) does not have the ability to be bonded for the performance work in an amount of no less than one hundred percent (100%) of the total estimated cost of the Initial Improvements Improvements, or (collectively, “Subtenant’s Personal Property and Services”), shall iv) is not licensed as a contractor in the state/municipality in which the Premises is located. Tenant acknowledges the foregoing is not intended to be paid for by and be the sole responsibility of Subtenant. Sublandlord acknowledges and agrees that Subtenant shall not be required to remove any Initial Improvements upon the expiration or earlier termination of this Sublease unless the removal is required by Prime Landlord or Sublandlord is otherwise obligated to pay Prime Landlord the costs of any removal of any Initial Improvements pursuant to Section 8(e) an exclusive list of the Prime Leasereasons why Landlord may reasonably withhold its consent to a general contractor.

Initial Improvements. Subtenant may, at its option and subject to the provisions of the Prime Lease, including, without limitation, Article 8 thereof, complete certain initial improvements Landlord has caused an architect to prepare a space plan and detailed construction drawings based upon Tenant’s information (the Demised Premises for Subtenant’s occupancy thereof as described in the Work Letter Agreement “Drawings”), which Drawings have been approved by Landlord and Tenant and are attached hereto as Schedule 1 to Appendix C. The work to be performed to configure the Premises as shown on the Drawings, including all permits and made a part hereof as Exhibit B (plans related thereto, shall be called the “Initial Improvements”). Landlord shall be responsible for construction, at SubtenantLandlord’s sole cost cost, of the Initial Improvements, which Initial Improvements shall be constructed in a good and expense without any contribution workmanlike manner, free from latent or improvement allowance from Sublandlord described patent defects, and in compliance with all laws. Landlord and Tenant acknowledge and agree to review and approve in good faith within 5 days after receipt the redesign of the ducting in the Work Letter Agreement attached hereto first floor to accommodate the ceiling height in the Premises, and made such redesign, once approved, shall become part of Schedule 1 and Schedule 2. Such redesign has been identified and agreed in concept by Landlord and Tenant prior to the date hereof and will not be considered a “Change Order” as defined below. Landlord shall select one or more contractors to perform the Initial Improvements. All materials, finishes and installations shall be within the Building standard selection, except to the extent such materials, finishes and installations have been already identified on Schedule 1 or Schedule 2 as being part hereof of the Initial Improvements, as Exhibit B); providedreasonably approved by Tenant prior to Landlord’s selection and order thereof. Landlord shall use commercially reasonable efforts to cause the Initial Improvements to be substantially completed before the target Rent Commencement Date, howeverexcept for minor “Punch List” items, Subtenant subject to Tenant Delay (as defined in Section 4 hereof) and Force Majeure. Punch List items shall be completed within 30 days after the Commencement Date. The Initial Improvements shall be deemed substantially completed (“Substantially Completed” or “Substantial Completion”) on the date that Landlord’s architect shall so indicate, subject only to minor or insubstantial details of construction, mechanical adjustment or decoration to be performed, the incomplete state of which does not materially interfere with Tenant’s use of the Premises for the Permitted Use. The Initial Improvements shall not make or permit anyone to make any Initial Improvements without the prior written consent of Sublandlord, which shall not be unreasonably withheld or delayed, and of Prime Landlord in accordance with the Prime Lease. In connection with the foregoing, Subtenant shall submit to Sublandlord, for prior written approval by Sublandlord, which shall not be unreasonably withheld or delayed, and Prime Landlord, complete plans and specifications for any and all Initial Improvements; including, without limitation, schematic designs and work drawings. Any and all costs and expenses associated with the acquisition of include cabling, equipmenttelephone systems, furniture, security systemswork stations, Tenant trade fixtures, information technology, or any other personal property for Subtenant matter not specifically identified on Schedule 1 or the Demised Premises or the installation or placement of any of the foregoing within the Demised Premises or with the project management for the performance of the Initial Improvements (collectively, “Subtenant’s Personal Property and Services”), shall be paid for by and be the sole responsibility of Subtenant. Sublandlord acknowledges and agrees that Subtenant shall not be required to remove any Initial Improvements upon the expiration or earlier termination of this Sublease unless the removal is required by Prime Landlord or Sublandlord is otherwise obligated to pay Prime Landlord the costs of any removal of any Initial Improvements pursuant to Section 8(e) of the Prime LeaseSchedule 2.

Initial Improvements. Subtenant mayTenant shall be obligated to improve the Premises, at its option and own cost subject to the provisions of the Prime LeaseLandlord's Contribution (hereinafter defined), including, without limitation, Article 8 thereof, complete certain initial improvements to prepare the Demised Premises for Subtenant’s occupancy thereof as described in the Work Letter Agreement attached hereto accordance with plans and made a part hereof as Exhibit B specifications approved by Landlord (the “Initial Improvements”), at Subtenant’s sole cost and expense without any contribution or improvement allowance from Sublandlord described in the Work Letter Agreement attached hereto and made a part hereof as Exhibit B); provided, however, Subtenant shall not make or permit anyone to make any Initial Improvements without the prior written consent of Sublandlord, "Plans") which approval shall not be unreasonably withheld (such improvements are referred to herein as the "Initial Improvements"). Tenant shall furnish the initial draft of the Plans to Landlord for its review and approval by October 1, 1996. Landlord shall within one week after receipt of such initial draft of the Plans either provide comments to such Plans or delayedapprove the same, and Landlord's failure to respond within one week after receipt of Prime such initial draft shall be deemed approval. If Landlord in accordance provides Tenant with comments to the Prime Leaseinitial draft of the Plans, Tenant shall provide revised Plans to Landlord incorporating Landlord's comments within one week after receipt of Landlord's comments. In connection with the foregoing, Subtenant Landlord shall submit then either provide comments to Sublandlord, for prior written approval by Sublandlord, which shall not be unreasonably withheld such revised Plans or delayedapprove such Plans, and Prime Landlord's failure to respond within one week after receipt of such revised Plans shall be deemed approval. The process described in the previous sentence shall be repeated, complete plans if necessary, until the Plans have been finally approved by Landlord. The Initial Improvements shall be performed by any of Turnxx Xxxstruction Company, Pepper Construction, Inc., LaSalle Construction and specifications for any and all Initial Improvements; including, without limitation, schematic designs and work drawings. Any and all costs and expenses associated with the acquisition of cabling, equipment, furniture, security systemsWalsx Xxxstruction Company, or any other personal property contractor reasonably acceptable to Landlord (the "Contractor"). Tenant hereby agrees that the Plans for Subtenant or the Demised Premises or the installation or placement Initial Improvements shall comply with all applicable statutes, ordinances, regulations, laws and codes. Landlord's approval of any of the foregoing within Plans (or any modifications or changes thereto) shall not impose upon Landlord or its agents or representatives any obligation with respect to the Demised Premises or with the project management for the performance design of the Initial Improvements (collectivelyor the compliance of such Initial Improvements and/or the Plans with applicable laws, “Subtenant’s Personal Property codes, ordinances and Services”)regulations; the obligation with respect to the design of the Initial Improvements and its compliance with applicable laws, codes, ordinances and regulations rests with the Tenant. All such Initial Improvements shall be paid for by insured under a construction property insurance policy, insuring the replacement value from time to time of such Initial Improvements, and be the sole responsibility of Subtenantcomply with all applicable laws, ordinances and regulations. Sublandlord acknowledges and agrees that Subtenant shall not be required to remove any All Initial Improvements upon the expiration or earlier termination shall be constructed in a good and workmanlike manner, and only good grades of this Sublease unless the removal is required by Prime Landlord or Sublandlord is otherwise obligated to pay Prime Landlord the costs of any removal of any material shall be used. All Initial Improvements pursuant shall be performed in such a fashion and by such means as necessary to Section 8(e) maintain a professional work environment in the areas surrounding the space to be improved. Tenant shall only use labor that will work in peace and harmony with other contractors and workers serving the Building in constructing the Initial Improvements. Tenant shall avoid actions which interfere with or delay the activities of other contractors serving the Prime LeaseBuilding and other tenants. Tenant shall permit Landlord to observe and monitor all Initial Improvements.

Initial Improvements. Subtenant mayTenant shall, at its option sole cost and subject expense, perform the Initial Improvements described in and in accordance with the RFP Response and that certain Agreement by and between Landlord and Tenant dated (the “Agreement”), a description of such Initial Improvements is attached hereto as Exhibit B, including achieving completion of certain milestones related to the provisions Initial Improvements in accordance with the schedule attached hereto as Exhibit C, as the same may be amended by a mutual agreement of the Prime parties (the “Development Milestones”). Subject to delays due to Force Majeure (as such term is defined herein), Tenant shall commence construction of the Initial Improvements on or before [ ], and diligently and continuously prosecute such improvements to Final Completion, which shall in no event occur later than [ ] (the “Outside Completion Date”). For the purposes of this Lease, construction of the Initial Improvements shall be deemed to have “commenced” upon the commencement of actual physical work (including, without limitation, Article 8 thereof, complete certain initial improvements building demolition or site work) on the Premises or any portion thereof pursuant to prepare a demolition permit or a building permit for the Demised Premises for Subtenant’s occupancy thereof as described in construction of the Work Letter Agreement attached hereto and made a part hereof as Exhibit B (the “Initial Improvements”), at Subtenant. Tenant shall use diligent and continuous efforts in good faith to obtain all Required Permits (as such term is defined herein) for the construction of all of Tenant’s sole cost and expense without any contribution or improvement allowance from Sublandlord described in the Work Letter Agreement attached hereto and made a part hereof as Exhibit B); provided, however, Subtenant shall not make or permit anyone to make any Initial Improvements without the prior written consent of Sublandlord, which shall not be unreasonably withheld or delayed, and of Prime Landlord in accordance with the Prime Design Plans (as such term is defined herein). For the purposes of this Lease. In connection with , “Final Completion” of all Tenant’s Initial Improvements will be deemed to have occurred upon the foregoingdate of final completion, Subtenant shall submit to Sublandlordas determined by Landlord in its reasonable discretion, for prior written approval by Sublandlord, which shall not be unreasonably withheld or delayed, and Prime Landlord, complete plans and specifications for any and all Initial Improvements; including, without limitation, schematic designs and work drawings. Any and all costs and expenses associated with the acquisition of cabling, equipment, furniture, security systems, or other personal property for Subtenant or the Demised Premises or the installation or placement of any of the foregoing within the Demised Premises or with the project management for the performance of the Initial Improvements in accordance with the Design Plans, and shall require the issuance of a Certificate of Occupancy for the improvements. If Tenant shall fail to commence the construction of the Initial Improvements as required herein, Landlord may at its election terminate this Lease by notice to Tenant, which termination shall be effective not earlier than thirty (collectively, 30) days after such notice is given to Tenant (the “Subtenant’s Personal Property and ServicesCure Period”), shall be paid for unless Tenant has commenced construction prior to the expiration of the Cure Period, provided Landlord has delivered such notice of termination to Tenant not later than thirty (30) days following the date by and be the sole responsibility of Subtenant. Sublandlord acknowledges and agrees that Subtenant shall not be which Tenant is required to remove any Initial Improvements upon the expiration or earlier termination of this Sublease unless the removal is required by Prime Landlord or Sublandlord is otherwise obligated to pay Prime Landlord the costs of any removal of any Initial Improvements pursuant to Section 8(e) of the Prime Leasecommence such construction.

Initial Improvements. Subtenant mayTenant shall, at its option sole cost and subject expense, perform the Initial Improvements described in and in accordance with the RFP Response and that certain Agreement by and between Landlord and Tenant dated (the “Agreement”), a description of such Initial Improvements is attached hereto as Exhibit B, including achieving completion of certain milestones related to the provisions Initial Improvements in accordance with the schedule attached hereto as Exhibit C, as the same may be amended by a mutual agreement of the Prime parties (the “Development Milestones”). Subject to delays due to Force Majeure (as such term is defined herein), Tenant shall commence construction of the Initial Improvements on or before [ ], and diligently and continuously prosecute such improvements to Final Completion, which shall in no event occur later than [ ] (the “Outside Completion Date”). For the purposes of this Lease, construction of the Initial Improvements shall be deemed to have “commenced” upon the commencement of actual physical work (including, without limitation, Article 8 thereof, complete certain initial improvements building demolition or site work) on the Premises or any portion thereof pursuant to prepare a demolition permit or a building permit for the Demised Premises for Subtenant’s occupancy thereof as described in construction of the Work Letter Agreement attached hereto and made a part hereof as Exhibit B (the “Initial Improvements”), at Subtenant. Tenant shall use diligent and continuous efforts in good faith to obtain all Required Permits (as such term is defined herein) for the construction of all of Tenant’s sole cost and expense without any contribution or improvement allowance from Sublandlord described in the Work Letter Agreement attached hereto and made a part hereof as Exhibit B); provided, however, Subtenant shall not make or permit anyone to make any Initial Improvements without the prior written consent of Sublandlord, which shall not be unreasonably withheld or delayed, and of Prime Landlord in accordance with the Prime Design Plans (as such term is defined herein). For the purposes of this Lease. In connection with , “Final Completion” of all Tenant’s Initial Improvements will be deemed to have occurred upon the foregoingdate of final completion, Subtenant shall submit to Sublandlordas determined by Landlord in its reasonable discretion, for prior written approval by Sublandlord, which shall not be unreasonably withheld or delayed, and Prime Landlord, complete plans and specifications for any and all Initial Improvements; including, without limitation, schematic designs and work drawings. Any and all costs and expenses associated with the acquisition of cabling, equipment, furniture, security systems, or other personal property for Subtenant or the Demised Premises or the installation or placement of any of the foregoing within the Demised Premises or with the project management for the performance of the Initial Improvements in accordance with the Design Plans, and shall require the issuance of a Certificate of Occupancy for the improvements. If Tenant shall fail to commence the construction of the Initial Improvements as required herein, Landlord may at its election terminate this Lease by notice to Tenant, which termination shall be effective not earlier than thirty (collectively, 30) days after such notice is given to Tenant (the “Subtenant’s Personal Property and ServicesCure Period”), shall be paid for unless Xxxxxx has commenced construction prior to the expiration of the Cure Period, provided Landlord has delivered such notice of termination to Tenant not later than thirty (30) days following the date by and be the sole responsibility of Subtenant. Sublandlord acknowledges and agrees that Subtenant shall not be which Tenant is required to remove any Initial Improvements upon the expiration or earlier termination of this Sublease unless the removal is required by Prime Landlord or Sublandlord is otherwise obligated to pay Prime Landlord the costs of any removal of any Initial Improvements pursuant to Section 8(e) of the Prime Leasecommence such construction.

Initial Improvements. Subtenant may, at its option and subject Landlord shall cause to be performed the provisions of improvements (the Prime Lease, including, without limitation, Article 8 thereof, complete certain initial improvements to prepare the Demised Premises for Subtenant’s occupancy thereof as described "Initial Improvements") in the Work Letter Agreement attached hereto Premises in accordance with plans and made a part hereof as Exhibit B specifications approved by Tenant and Landlord (the “Initial Improvements”"Plans"), at Subtenant’s sole cost and expense without any contribution or improvement allowance from Sublandlord described in the Work Letter Agreement attached hereto and made a part hereof as Exhibit B); provided, however, Subtenant shall not make or permit anyone to make any Initial Improvements without the prior written consent of Sublandlord, which approvals shall not be unreasonably withheld or delayedwithheld. The Initial Improvements shall be performed at the Tenant's cost, and of Prime Landlord in accordance with subject to the Prime LeaseLandlord's Contribution (hereinafter defined). In connection with the foregoing, Subtenant The Initial Improvements shall submit to Sublandlord, for prior written approval by Sublandlord, which shall not be unreasonably withheld or delayed, and Prime Landlord, complete plans and specifications for any and all Initial Improvements; including, without limitation, schematic designs and work drawings. Any and all costs and expenses associated with the acquisition of cabling, equipment, furniture, security systems, or other personal property for Subtenant or the Demised Premises or include the installation of a separate meter for Tenant's computer room (the "Meter"). Landlord shall cause the Plans to be prepared, at Tenant's cost, by a registered professional architect and mechanical and electrical engineer(s), approved by the Landlord. Tenant shall within two (2) weeks after receipt of the Plans either provide reasonable and detailed written comments to such Plans or placement approve the same. Tenant shall be deemed to have approved such Plans if it does not timely provide comments on such Plans. If Landlord provides Tenant with revised Plans, Tenant shall within one week after receipt then either provide reasonable and detailed written comments to such revised Plans or approve such Plans. Tenant shall be deemed to have approved such revised Plans if Tenant does not timely provide comments on such Plans. Tenant hereby acknowledges and agrees that the Plans for the Initial Improvements must comply with all applicable Governmental Requirements, but that Landlord's preparation of any of the foregoing within Plans (or any modifications or changes thereto) shall not impose upon Landlord or its agents or representatives any obligation with respect to the Demised Premises or with the project management for the performance design of the Initial Improvements (collectivelyor the compliance of such Initial Improvements or the Plans with applicable Governmental Requirements. Landlord, “Subtenant’s Personal Property and Services”)with consultation of Tenant, shall select a contractor to perform the construction of the Initial Improvements. Landlord shall use commercially reasonable efforts to cause the Initial improvements for each Phase of the Premises to be paid substantially completed, except for by minor "Punch List" items, on or before the Estimated Commencement Date for such Phase of the Premises specified in the Schedule to the Lease, subject to Tenant Delay (as defined in Section 4 hereof) and be Force Majeure. Landlord, or an agent of Landlord, shall provide project management services in connection with the sole responsibility construction of Subtenant. Sublandlord acknowledges and agrees that Subtenant shall not be required to remove any the Initial Improvements upon and the expiration or earlier termination Change Orders (hereinafter defined). Such project management services shall be performed, at Tenant's cost, for a fee of this Sublease unless five percent (5%) of all costs related to the removal is required by Prime Landlord or Sublandlord is otherwise obligated to pay Prime Landlord preparation of the costs Plans and the construction of any removal of any the Initial Improvements pursuant to Section 8(e) of and the Prime LeaseChange Orders.

Initial Improvements. Subtenant mayConcessionaire shall make an initial minimum investment in Leasehold Improvements for the permanent Leased Premises, at its option including architectural and subject engineering fees; construction costs; mechanical, electrical and plumbing; signs; storefronts; furniture, fixtures and equipment; demolition necessary to accommodate the provisions of the Prime Lease, including, without limitation, Article 8 thereof, complete certain initial improvements to prepare the Demised Premises for Subtenant’s occupancy thereof as described in the Work Letter Agreement attached hereto improvements; and made a part hereof as Exhibit B other expenditures (the “Initial Improvements”), at Subtenant’s sole cost and expense without any contribution or improvement allowance from Sublandlord described ) in an amount not less than the Initial Minimum Investment Amount stated in the Work Letter Key Lease Agreement attached hereto and made a part hereof as Exhibit B); provided, however, Subtenant shall not make or permit anyone to make any Initial Improvements without the prior written consent of SublandlordTerms, which shall not be unreasonably withheld or delayedinclude a minimum of $600 per square foot for food service units, $500 per square foot for retail units, $200 per square foot for common food service seating (outside of a restaurant), $100 per square foot for vending areas for all new, permanent concession locations and of Prime Landlord [dollar amount in accordance with the Prime Leasewords] ($X) for Interim Concession Operations Locations. In connection with the foregoing, Subtenant Concessionaire shall submit to Sublandlord, for prior written approval by Sublandlord, which shall not be unreasonably withheld or delayed, and Prime Landlord, complete plans and specifications for any and all Initial Improvements; including, without limitation, schematic designs and work drawings. Any and all costs and expenses associated with the acquisition of cabling, equipment, furniture, security systems, or other personal property for Subtenant or the Demised Premises or the installation or placement of any of the foregoing within the Demised Premises or with the project management for the performance of the Initial Improvements within the permanent Leased Premises defined by the lease outline drawings, lease lines, and/or other boundaries described in this Lease Agreement according to the procedures and standards specified in the Tenant Design Guidelines and commence operations on January 1, 2025 for all Interim Concession Operations Locations and the Build-Out Deadline for each permanent concession location; provided however, the Build-Out Deadline for a location may be extended to the extent of such other delays directly caused by the Authority and/or force majeure events beyond the control of Concessionaire as set forth in Article 31. In the event that Concessionaire has not completed the Initial Improvements and commenced operations prior to the Build-Out Deadline for a location, Concessionaire shall, in addition to (collectively, “Subtenant’s Personal Property and Services”not in lieu of) any other rights or remedies the Authority may have (whether under this Lease Agreement or in law or in equity), shall be paid begin paying the Minimum Annual Guarantee associated with such location as stated in Article 4.0 of this Lease Agreement and pay the Authority the sanction amounts for by and be an amount equal to $1,000 per day per location or concept as construction delay damages (“Construction Delay Damages”) until Concessionaire has completed the sole responsibility of Subtenant. Sublandlord acknowledges and agrees that Subtenant shall not be required to remove any Initial Improvements upon the expiration or earlier termination of this Sublease unless the removal is required by Prime Landlord or Sublandlord is otherwise obligated to pay Prime Landlord the costs of any removal of any Initial Improvements pursuant to Section 8(e) of the Prime Leaseand commenced operations.

Initial Improvements. Subtenant mayshall, at its option Subtenant’s sole cost and subject to expense, be responsible for the provisions construction of the Prime Lease, including, without limitation, Article 8 thereof, complete certain any initial improvements to prepare the Demised Premises for Subtenant’s occupancy thereof as described in the Work Letter Agreement attached hereto and made a part hereof as Exhibit B (the “Initial Improvements”), at Subtenant’s sole cost and expense without any contribution or improvement allowance from Sublandlord described in subject to the Work Letter Agreement attached hereto and made a part hereof as Exhibit B); provided, however, Subtenant shall not make or permit anyone to make any Initial Improvements without the prior written consent of SublandlordSublandlord and Master Landlord, which shall not may be unreasonably granted or withheld or delayed, and of Prime Landlord in accordance with the Prime terms of the Master Lease. In connection The Initial Improvements shall be constructed in a first class manner, in compliance with all Applicable Laws, and in accordance with Section 9 of the Master Lease as incorporated in this Sublease. Notwithstanding the foregoing, Subtenant subject to the approval of Master Landlord and provided that Sublandlord shall submit to Sublandlordhave no liability with respect thereto, for prior written approval by Sublandlord, which shall not be unreasonably withheld or delayed, and Prime Landlord, complete plans and specifications for any and all Initial Improvements; including, without limitation, schematic designs and work drawings. Any and all costs and expenses associated with the acquisition of cabling, equipment, furniture, security systems, or other personal property for Subtenant or the Demised Premises or the installation or placement of any of the foregoing within the Demised Premises or with the project management for the performance of the Initial Improvements (collectively, “Subtenant’s Personal Property and Services”), shall be paid for by and be the sole responsibility of Subtenant. Sublandlord acknowledges and agrees that Subtenant shall not be required to remove any the Initial Improvements upon at the expiration or earlier termination of this Sublease unless the removal is required by Prime Landlord or Sublandlord is otherwise obligated to pay Prime Landlord the costs of any removal of any Initial Improvements pursuant to Section 8(e) end of the Prime LeaseTerm. Subtenant shall contract directly with a reputable architectural firm of Subtenant’s choosing, but subject to Sublandlord’s approval (which shall not be unreasonably withheld, conditioned or delayed), for the construction of the Initial Improvements. In addition, Subtenant shall directly engage any and all contractors, engineers, and suppliers of Subtenant’s choice for the construction of the Initial Improvements. Sublandlord shall not earn or otherwise be entitled to any management or supervisory fee related to the Initial Improvements; provided, however, in the event Sublandlord incurs out-of-pocket costs associated with the review of Subtenant’s plans, Subtenant shall reimburse Sublandlord for all such actual and reasonable costs.

Initial Improvements. Subtenant mayLandlord has heretofore delivered to Tenant those certain plans for construction of the base building (the "Base Building Work") as prepared by Good, Xxxxxx & Xxxxxxx Architects and dated November 20, 1997 (revised January 15, 1998) (the "Base Building Plans"). Tenant shall, within ten (10) days after the date of the Lease, either provide comments to such Base Building Plans or approve the same. Tenant shall be deemed to have approved such Base Building Plans if it does not provide comments on such Base Building Plans within the required time period. Tenant may only comment on the Base Building Plans to the extent they conflict with the specifications set forth in Appendix C-1 and Appendix C-2 attached hereto. If Tenant provides Landlord with comments to the initial draft of the Base Building Plans, Landlord shall provide revised Base Building Plans to Tenant incorporating Tenant's comments within one (1) week after receipt of Tenant's comments. Tenant shall within one (1) week after receipt then either provide comments to such revised Base Building Plans or approve such Base Building Plans. Tenant shall be deemed to have approved such revised Base Building Plans if Tenant does not provide comments on such Base Building Plans within the required time period. The process described above shall be repeated, if necessary, until the Base Building Plans have been finally approved by Tenant. Landlord shall cause to be performed the improvements (the "Initial Improvements") in the Premises in accordance with plans and specifications mutually approved by Tenant and Landlord as set forth below and incorporating such mutually-approved Base Building Plans (the "Initial Improvement Plans"), which approvals shall not be unreasonably withheld, delayed or conditioned. The Initial Improvements above Base Building Work shall be performed at its option and the Tenant's cost, subject to the provisions of the Prime Lease, includingLandlord's Contribution (hereinafter defined). Base Building Work shall include, without limitation, Article installation of fiber optics, cabling, a four (4) inch conduit linking Buildings 6, 7, 8 thereofand 9 within the Project to accommodate Tenant's communications and data cabling, complete certain initial improvements to prepare and shower facilities on the Demised Premises for Subtenant’s occupancy thereof first (1st) floor of the Building, all as described set forth in the Work Letter Agreement attached hereto Base Building Plans. Landlord and made Tenant agree that the building shell plans for Building 7 and Building 9 will be generally consistent with the Base Building Plans. Tenant shall cause the Initial Improvement Plans to be prepared, at Tenant's cost, by a part hereof as Exhibit B registered professional architect (the “Initial Improvements”currently contemplated to be RTG Partners, Inc.), at Subtenant’s sole cost and expense without any contribution mechanical and electrical engineer(s). Such engineer(s) shall be reasonably approved in advance by the Landlord. Prior to close-of-business on May 1, 1998, Tenant shall furnish the initial draft of the Initial Improvement Plans to Landlord for Landlord's review and approval. Landlord shall within two (2) weeks after receipt either provide comments to such Initial Improvement Plans or improvement allowance from Sublandlord approve the same. Landlord shall be deemed to have approved such Initial Improvement Plans if it does not provide comments on such Initial Improvement Plans within the required time period. If Landlord provides Tenant with comments to the initial draft of the Initial Improvement Plans, Tenant shall provide revised Initial Improvement Plans to Landlord incorporating Landlord's comments within one (1) week after receipt of Landlord's comments. Landlord shall within one (1) week after receipt then either provide comments to such revised Initial Improvement Plans or approve such Initial Improvement Plans. Landlord shall be deemed to have approved such revised Initial Improvement Plans if Landlord does not provide comments on such Initial Improvement Plans within the required time period. The process described in above shall be repeated, if necessary, until the Work Letter Agreement attached hereto and made a part hereof as Exhibit B); provided, however, Subtenant shall not make or permit anyone to make any Initial Improvement Plans have been finally approved by Landlord. Tenant hereby agrees that the Initial Improvement Plans for the Initial Improvements without the prior written consent of Sublandlord, which shall not be unreasonably withheld or delayed, and of Prime Landlord in accordance comply with the Prime Leaseall applicable Governmental Requirements. In connection with the foregoing, Subtenant shall submit to Sublandlord, for prior written Landlord's approval by Sublandlord, which shall not be unreasonably withheld or delayed, and Prime Landlord, complete plans and specifications for any and all Initial Improvements; including, without limitation, schematic designs and work drawings. Any and all costs and expenses associated with the acquisition of cabling, equipment, furniture, security systems, or other personal property for Subtenant or the Demised Premises or the installation or placement of any of the foregoing within Initial Improvement Plans (or any modifications or changes thereto) shall not impose upon Landlord or its agents or representatives any obligation with respect to the Demised Premises or with the project management for the performance design of the Initial Improvements (collectivelyor the compliance of such Initial Improvements or the Initial Improvement Plans with applicable Governmental Requirements except with respect to Landlord's Base Building Work. Landlord, “Subtenant’s Personal Property and Services”)with consultation of Tenant, shall be paid for by and be select a contractor to perform the sole responsibility construction of Subtenantthe Initial Improvements, provided that Tenant, at its option, may require Landlord to select Xxxxx Construction as the contractor. Sublandlord acknowledges and agrees that Subtenant Landlord shall not be required use commercially reasonable efforts to remove any cause the Initial Improvements upon to be substantially completed, except for minor "Punch List" items, on or before the expiration Estimated Completion Date specified in this Appendix C, subject to Tenant Delay (as defined in Section 4 hereof) and Force Majeure. Landlord, or earlier termination an agent of this Sublease unless Landlord, shall provide project management services in connection with the removal is required by Prime construction of the Initial Improvements and the Change Orders (hereinafter defined). Such project management services shall be performed, at Tenant's cost, for a fee of two percent (2%) of all direct "hard" costs related to the construction of the Initial Improvements and the Change Orders up to $20.00 per Rentable Square Foot of the Building, to be deducted from Landlord's Contribution. During the course of construction of the Initial Improvements, Landlord or Sublandlord is otherwise obligated to pay Prime Landlord the costs of any removal of any Initial Improvements pursuant to Section 8(e) of the Prime Leaseits agent shall provide Tenant with monthly construction progress reports.

Initial Improvements. Subtenant mayLessor shall cause to be constructed, at its option and subject to in a good workmanlike manner, the provisions of the Prime Lease, including, without limitation, Article 8 thereof, complete certain initial improvements to prepare the Demised Premises for Subtenant’s occupancy thereof as described in the Work Letter Agreement attached hereto and made a part hereof as Exhibit B (the “Initial Improvements”) in the Premises in accordance with plans and specifications approved by Lessee and Lessor and attached hereto as Exhibit D-1 (the “Plans”), at Subtenant’s sole cost and expense without any contribution or improvement allowance from Sublandlord described in the Work Letter Agreement attached hereto and made a part hereof as Exhibit B); provided, however, Subtenant shall not make or permit anyone to make any Initial Improvements without the prior written consent of Sublandlord, which approvals shall not be unreasonably withheld withheld, conditioned or delayed. The Initial Improvements shall be performed at the Lessee’s cost, subject to the Lessor’s Contribution (hereinafter defined). Lessor shall cause the Plans to be prepared, at Xxxxxx’s cost, by a registered professional architect, and mechanical and electrical engineer(s). Promptly after the mutual execution of Prime Landlord in accordance the Lease, Lessee shall provide to Lessor the preliminary space plans for the Premises and such other information reasonably required by Lessor to commence preparation of the Plans. Promptly after Xxxxxx’s receipt of such preliminary space plans, Lessor shall prepare and furnish an initial draft of the Plans to Lessee for Xxxxxx’s review and approval. Lessee shall, within five (5) business days after receipt, either provide comments to such Plans or approve the same. Lessee shall be deemed to have approved such Plans if it does not provide comments on such Plans within such 5-business day period. If Lessee timely provides Lessor with comments to the Prime Lease. In connection with initial draft of the foregoingPlans, Subtenant Lessor shall submit provide revised Plans to Sublandlord, for prior written approval by Sublandlord, which shall not be unreasonably withheld or delayed, and Prime Landlord, complete plans and specifications for any and all Initial Improvements; including, without limitation, schematic designs and work drawings. Any and all costs and expenses associated with the acquisition Lessee incorporating Xxxxxx’s comments within one (1) week after receipt of cabling, equipment, furniture, security systemsXxxxxx’s comments, or other personal property for Subtenant as soon as possible. Lessee shall, within five (5) business days after receipt, then either provide comments to such revised Plans or approve such Plans. Lessee shall be deemed to have approved such revised Plans if Lessee does not provide comments on such Plans within such 5-busines day period. The process described above shall be repeated, if necessary, until the Demised Premises or Plans have been finally approved by Xxxxxx and Lessor. Once the installation or placement of any of the foregoing within the Demised Premises or with the project management Plans have been finally approved, Lessor will promptly prepare all necessary construction drawings for the performance construction of the Initial Improvements. Upon the completion of such construction drawings, Lessor shall submit the same to Lessee for its approval. Lessee shall, within five (5) days after receipt thereof, then either provide comments to such drawings or approve the same. Lessee shall be deemed to have approved such drawings if Lessee does not provide comments thereto within such 5-day period. If Lessee timely provides any comments to such drawings, Lessor shall revise such drawings and resubmit the same to Lessee for its review and approval. Until such time as Lessor and Lessee mutually approve such construction drawings, the process described above shall be repeated as reasonably necessary, and both Lessor and Lessee agree to act in good faith in order to derive mutually acceptable construction Lessor Lessee drawings for the construction of the Initial Improvements. After the mutual approval of the construction drawings, Lessor shall submit the drawings for initial construction bid and, if the bid therefore exceeds Lessor’s Contribution, Lessee shall either (i) agree to pay to Lessor all costs of construction exceeding Lessor’s Contribution or (ii) modify the Plans (subject to Lessor’s reasonable approval) so that the construction costs shall not exceed Lessor’s Contribution. Once the Plans and all construction drawings relative thereto have been finalized and approved by Xxxxxx and Lessor, Lessor shall promptly (i) submit the same to the appropriate governmental authorities for the issuance of all necessary building permits, and (ii) solicit bids from three (3) contractors selected by Lessor for the construction of the Initial Improvements. Upon receipt of such bids, Lessor and Lessee shall select a contractor to perform the construction of the Initial Improvements. Lessor shall use commercially reasonable efforts to cause the Initial Improvements to be substantially completed, except for mechanical adjustments or minor details of construction (collectively, “Subtenant’s Personal Property and ServicesPunch List Items”), shall be paid for by on or before January 15, 2008 the date as the intended “Commencement Date,” subject to Lessee Delay (as defined in Section 4 hereof) and be the sole responsibility of Subtenant. Sublandlord acknowledges and agrees that Subtenant shall not be required to remove any Initial Improvements upon the expiration or earlier termination of this Sublease unless the removal is required by Prime Landlord or Sublandlord is otherwise obligated to pay Prime Landlord the costs of any removal of any Initial Improvements pursuant to Section 8(e) of the Prime LeaseForce Majeure.

Initial Improvements. Subtenant mayTenant shall, at its option sole cost and subject expense, perform the Initial Improvements described in and in accordance with the RFP Response and that certain Agreement by and between Landlord and Tenant dated __________________ (the “Agreement”), a description of such Initial Improvements is attached hereto as Exhibit B, including achieving completion of certain milestones related to the provisions Initial Improvements in accordance with the schedule attached hereto as Exhibit C, as the same may be amended by a mutual agreement of the Prime parties (the “Development Milestones”). Subject to delays due to Force Majeure (as such term is defined herein), Tenant shall commence construction of the Initial Improvements on or before [_________], and diligently and continuously prosecute such improvements to Final Completion, which shall in no event occur later than [______________] (the “Outside Completion Date”). For the purposes of this Lease, construction of the Initial Improvements shall be deemed to have “commenced” upon the commencement of actual physical work (including, without limitation, Article 8 thereof, complete certain initial improvements building demolition or site work) on the Premises or any portion thereof pursuant to prepare a demolition permit or a building permit for the Demised Premises for Subtenant’s occupancy thereof as described in construction of the Work Letter Agreement attached hereto and made a part hereof as Exhibit B (the “Initial Improvements”), at Subtenant. Tenant shall use diligent and continuous efforts in good faith to obtain all Required Permits (as such term is defined herein) for the construction of all of Tenant’s sole cost and expense without any contribution or improvement allowance from Sublandlord described in the Work Letter Agreement attached hereto and made a part hereof as Exhibit B); provided, however, Subtenant shall not make or permit anyone to make any Initial Improvements without the prior written consent of Sublandlord, which shall not be unreasonably withheld or delayed, and of Prime Landlord in accordance with the Prime Design Plans (as such term is defined herein). For the purposes of this Lease. In connection with , “Final Completion” of all Tenant’s Initial Improvements will be deemed to have occurred upon the foregoingdate of final completion, Subtenant shall submit to Sublandlordas determined by Landlord in its reasonable discretion, for prior written approval by Sublandlord, which shall not be unreasonably withheld or delayed, and Prime Landlord, complete plans and specifications for any and all Initial Improvements; including, without limitation, schematic designs and work drawings. Any and all costs and expenses associated with the acquisition of cabling, equipment, furniture, security systems, or other personal property for Subtenant or the Demised Premises or the installation or placement of any of the foregoing within the Demised Premises or with the project management for the performance of the Initial Improvements in accordance with the Design Plans, and shall require the issuance of a Certificate of Occupancy for the improvements. If Tenant shall fail to commence the construction of the Initial Improvements as required herein, Landlord may at its election terminate this Lease by notice to Tenant, which termination shall be effective not earlier than thirty (collectively, 30) days after such notice is given to Tenant (the “Subtenant’s Personal Property and ServicesCure Period”), shall be paid for unless Xxxxxx has commenced construction prior to the expiration of the Cure Period, provided Landlord has delivered such notice of termination to Tenant not later than thirty (30) days following the date by and be the sole responsibility of Subtenant. Sublandlord acknowledges and agrees that Subtenant shall not be which Tenant is required to remove any Initial Improvements upon the expiration or earlier termination of this Sublease unless the removal is required by Prime Landlord or Sublandlord is otherwise obligated to pay Prime Landlord the costs of any removal of any Initial Improvements pursuant to Section 8(e) of the Prime Leasecommence such construction.

Initial Improvements. Subtenant mayLandlord shall cause to be constructed, at its option and subject to in a good workmanlike manner, the provisions of the Prime Lease, including, without limitation, Article 8 thereof, complete certain initial improvements to prepare the Demised Premises for Subtenant’s occupancy thereof as described in the Work Letter Agreement attached hereto and made a part hereof as Exhibit B (the “Initial Improvements”) in the Premises in accordance with plans and specifications approved by Tenant and Landlord (the “Plans”), which approvals shall not be unreasonably withheld. The Initial Improvements shall be performed at Subtenantthe Landlord’s sole cost cost. Landlord shall cause the Plans to be prepared by a professional architect, and expense without any contribution or improvement allowance from Sublandlord described in mechanical and electrical engineer(s) and based upon the Work Letter Agreement space plans as shown on Appendix C-1 attached hereto using building standard finishes. Within ten (10) business days after the later to occur of (i) the mutual execution of the Lease or (ii) Tenant’s providing to Landlord the preliminary space plans for the Premises and made a part hereof as Exhibit B)such other information reasonably required by Landlord to commence preparation of the Plans, Landlord shall furnish the initial draft of the Plans to Tenant for Tenant’s review and approval. Tenant shall, within ten (10) days after receipt, either provide comments to such Plans or approve the same. Tenant shall be deemed to have approved such Plans if it does not timely provide comments on such Plans. If Tenant provides Landlord with comments to the initial draft of the Plans, Landlord shall provide revised Plans to Tenant incorporating Tenant’s comments within one (1) week after receipt of Tenant’s comments. Tenant shall, within five (5) business days after receipt, then either provide comments to such revised Plans or approve such Plans. Tenant shall be deemed to have approved such revised Plans if Tenant does not timely provide comments on such Plans. The process described above shall be repeated, if necessary, until the Plans have been finally approved by Tenant and Landlord; provided, however, Subtenant if Landlord and Tenant cannot, despite using good faith efforts, reach agreement with respect to the Plans by June 15, 2005, then either Landlord or Tenant may terminate this Lease upon delivery of written notice to the other, whereupon (i) Landlord shall not make return to Tenant any prepaid Rent and (ii) the parties shall have no further rights or permit anyone to make any obligations under this Lease. Landlord hereby agrees that the Plans for the Initial Improvements without shall comply with all applicable Governmental Requirements. Once the prior written consent of SublandlordPlans have been finally approved, which shall not be unreasonably withheld or delayed, and of Prime Landlord in accordance with the Prime Lease. In connection with the foregoing, Subtenant shall submit to Sublandlord, for prior written approval by Sublandlord, which shall not be unreasonably withheld or delayed, and Prime Landlord, complete plans and specifications for any and will promptly prepare all Initial Improvements; including, without limitation, schematic designs and work drawings. Any and all costs and expenses associated with the acquisition of cabling, equipment, furniture, security systems, or other personal property for Subtenant or the Demised Premises or the installation or placement of any of the foregoing within the Demised Premises or with the project management necessary construction drawings for the performance construction of the Initial Improvements. Upon the completion of such construction drawings, Landlord shall submit the same to Tenant for its approval. Tenant shall, within five (5) days after receipt, then either provide comments to such drawings or approve the same. Tenant shall be deemed to have approved such drawings if Tenant does not timely provide comments thereto. If Tenant timely provides any comments to such drawings, Landlord shall revise such drawings and resubmit the same to Tenant for its review and approval. Until such time as Landlord and Tenant mutually approve such construction drawings, the process described above shall be repeated as reasonably necessary, and both Landlord and Tenant agree to act in good faith in order to derive mutually acceptable construction drawings for the construction of the Initial Improvements. Once the Plans and all construction drawings relative thereto have been finalized and approved by Tenant and Landlord, Landlord shall promptly (i) submit the same to the appropriate governmental authorities for the issuance of all necessary building permits, and (ii) select a contractor to perform the construction of the Initial Improvements. Landlord shall use commercially reasonable efforts to cause the Initial Improvements to be substantially completed, except for mechanical adjustments or minor details of construction (collectively, “Subtenant’s Personal Property and ServicesPunch List Items”), shall be paid for by on or before July 1, 2005 (the “Intended Completion Date”), subject to Tenant Delay (as defined in Section 4 hereof) and be the sole responsibility of Subtenant. Sublandlord acknowledges and agrees that Subtenant shall not be required to remove any Initial Improvements upon the expiration or earlier termination of this Sublease unless the removal is required by Prime Landlord or Sublandlord is otherwise obligated to pay Prime Landlord the costs of any removal of any Initial Improvements pursuant to Section 8(e) of the Prime LeaseForce Majeure.

Initial Improvements. Subtenant may(a) (i) Landlord shall perform or cause to be performed in each Block the work described on Exhibit F ("Landlord's Work"). All Landlord's Work shall be performed by Landlord at Landlord's expense, except for the work described in Paragraph 27 of Exhibit F which shall be performed by Landlord at its option Tenant's reasonable expense. Subject to delays by reason of Force Majeure and/or Tenant Delays, Landlord shall, with respect to each Block (A) perform each item of Landlord's Work which, as set forth on Exhibit F, is a condition to delivery of such Block, in a manner so that the same shall be substantially completed on or before the Fixed Relevant Date applicable to such Block and (B) perform each item of Landlord's Work which, as set forth on Exhibit F, is not a condition to delivery of such Block, in a manner so that the same shall be substantially completed on or before the date set forth for such substantial completion on Exhibit F. All initial improvements that Tenant desires to make to the Premises which do not constitute Landlord's Work shall constitute Alterations and shall be performed by Tenant at Tenant's expense in accordance with Section 4.02. Subject to delays by reason of Force Majeure, within 1 year after the last Relevant Date with respect to any Block, Tenant shall have expended not less than $45 per rentable square foot of such Block in connection with Tenant's initial Alterations in such Block (inclusive of soft costs). (ii) As part of Tenant's initial Alterations to the Blocks and any other space included in the Premises, Tenant shall have the right to tie-into the Building's Class E system through a sub-panel and to install on any stair tower re-entry doors in the Premises electronic locks which fail-safe open tied to the Building's Class E system through a sub-panel. In no event shall any direct tie-ins to the Building's Class E system be permitted. (iii) During Tenant's initial Alterations to the Blocks, upon reasonable notice to Landlord and subject to reasonable scheduling requirements of Landlord, Landlord shall make the provisions Building's loading docks available (A) from 4:00 a.m. until 6:00 p.m. each Business Day, at no charge to Tenant and (B) at other times, for which Tenant shall pay to Landlord $28 per hour in the case of Tenant's initial Alterations to the Block A Space and the Block B Space and Landlord's actual cost per hour in the case of Tenant's initial Alterations to the Block C Space. Notwithstanding the foregoing, Landlord shall only be obligated to make such loading docks available to Tenant (x) for the period commencing on the first Relevant Date applicable to the Block A Space or the Block B Space through and including the last day of the Prime Lease9-month period commencing on the last Relevant Date applicable to the Block A Space or the Block B Space and (y) for a 9-month period commencing on the Relevant Date applicable to the Block C Space. (iv) During Tenant's initial Alterations to the Block A Space and the Block B Space, Landlord shall dedicate 1 freight elevator car to Tenant between the hours of 4:00 a.m. and 6:00 p.m. on Business Days; provided, that the Building's other freight elevator car shall then be operational (and if either freight elevator shall not be in service, Landlord shall use commercially reasonable efforts to repair same); and provided further, that such dedicated freight elevator car shall at all times be operated by Building personnel. Notwithstanding the foregoing, Landlord shall only be obligated to dedicate such freight elevator car to Tenant for the period commencing on the first Relevant Date applicable to the Block A Space or the Block B Space through and including the last day of the 9-month period commencing on the last Relevant Date applicable to the Block A Space or the Block B Space. During such Alterations, Tenant shall not be charged for overtime freight elevator usage except for any such usage between the hours of 6:00 p.m. and 4:00 a.m. on Business Days and at any time on days other than Business Days; provided, that Tenant shall not be charged for the first 20 man hours of such overtime freight elevator usage. (v) During Tenant's initial Alterations to the Blocks, Tenant shall have the non-exclusive right, but subject to the schedule for the elevator renovations and upgrades to be performed by Landlord as part of the Lobby Renovation Work, to use (A) the passenger elevators in the elevator bank serving floors 15-22 and (B) 2 passenger elevators in the elevator bank serving floors 7-15 (which passenger elevators are the same elevators being made available to Tenant in accordance with Section 3.01(c)(i)(A) above and are not in addition to such elevators), for transporting construction personnel; provided, that (w) such personnel shall enter the Building from the 52nd Street entrance or such other entrance as Landlord shall reasonably designate, (x) Tenant shall be responsible for any costs for union personnel to operate such elevators and for any damage caused to such elevators by Tenant's construction personnel after the renovation of such elevators (or before such renovation if and to the extent such damage increases the cost of such renovation), (y) such elevators shall be used solely for transporting Tenant's construction personnel and in no event shall the same be used for transporting any equipment, machinery, tools, materials or supplies other than hand tools and other small items and (z) the use of such elevators shall be subject to such reasonable rules and regulations as Landlord may prescribe for such use (including, without limitation, Article 8 thereof, complete reasonable rules and regulations requiring Tenant to take certain initial improvements actions to prepare the Demised Premises for Subtenant’s occupancy thereof as described in the Work Letter Agreement attached hereto and made a part hereof as Exhibit B (the “Initial Improvements”prevent damage to such elevators), . If Tenant or Tenant's construction personnel shall at Subtenant’s sole cost and expense without any contribution or improvement allowance from Sublandlord described in the Work Letter Agreement attached hereto and made a part hereof as Exhibit B); provided, however, Subtenant shall not make or permit anyone time fail to make any Initial Improvements without the prior written consent of Sublandlord, which shall not be unreasonably withheld or delayed, and of Prime Landlord in accordance comply with the Prime Lease. In connection with the foregoing, Subtenant shall submit to Sublandlord, for prior written approval by Sublandlord, which shall not be unreasonably withheld or delayed, and Prime Landlord, complete plans and specifications for any and all Initial Improvements; including, without limitation, schematic designs and work drawings. Any and all costs and expenses associated with the acquisition of cabling, equipment, furniture, security systems, or other personal property for Subtenant or the Demised Premises or the installation or placement of any of the foregoing within the Demised Premises or with the project management for the performance of the Initial Improvements (collectivelyrequirements, “Subtenant’s Personal Property and Services”), shall be paid for by and be the sole responsibility of Subtenant. Sublandlord acknowledges and agrees that Subtenant shall not be required upon notice to remove any Initial Improvements upon the expiration or earlier termination of this Sublease unless the removal is required by Prime Landlord or Sublandlord is otherwise obligated to pay Prime Landlord the costs of any removal of any Initial Improvements pursuant to Section 8(e) of the Prime Lease.Tenant by

Initial Improvements. Subtenant may, at its option and subject Subject to the provisions terms of this Section 9.5, Landlord agrees to make available to Tenant, beginning as of the Prime LeaseLease Date, includinga credit of up to, without limitationand not to exceed, Article 8 thereof, complete certain initial improvements to prepare the Demised Premises for Subtenant’s occupancy thereof Allowance (as described provided in the Work Letter Agreement attached hereto Summary), for third-party, out-of-pocket expenses for labor and made a part hereof as Exhibit B materials (including without limitation design and architectural fees and overtime costs) incurred by Landlord in connection with the construction and installation by Landlord of Landlord-approved Alterations to the Premises that are submitted to Landlord for approval in accordance with Section 9.2 prior to the Outside Allowance Date (the “Initial Improvements”), at Subtenant’s sole cost and expense without any contribution or improvement allowance from Sublandlord described in the Work Letter Agreement attached hereto and made a part hereof as Exhibit B); provided, however, Subtenant shall not make or permit anyone notwithstanding anything to make any Initial Improvements without the prior written consent contrary in the foregoing, Landlord consents to the use of Sublandlordup to Seventy-Five Thousand Six Hundred Sixteen Dollars ($75,616.00) of the Allowance for construction consulting services, which shall not be unreasonably withheld paid to Tenant (and deducted from the Allowance) at Tenant’s request. No portion of the Allowance shall be credited to, or delayedused to reimburse, and Tenant for the purchase of Prime Landlord in accordance with any furniture, fixtures or office or telephone equipment. Subject to the Prime Lease. In connection with application of the foregoingAllowance, Subtenant shall submit to Sublandlord, for prior written approval by Sublandlord, which shall not be unreasonably withheld or delayed, and Prime Landlord, complete plans and specifications for any and all Initial Improvements; including, without limitation, schematic designs and work drawings. Any and all costs and expenses associated attributable to the design, permitting and construction of the Initial Improvements shall be the sole responsibility of Tenant. Landlord may charge the supervision fee provided in Section 9.4 against the Allowance. If at any time the then budgeted cost of the Initial Improvements is greater than the remaining amount of the Allowance, Tenant shall promptly deposit with Landlord the acquisition excess portion of cablingsuch cost (the “Excess Cost”), equipmentand Tenant’s funds shall be used prior to the application of the Allowance towards payment of any costs due under any contract or invoice to be paid with respect to the progress of the Initial Improvements. Landlord shall not be required to commence construction of any Initial Improvements until payment of the Excess Cost. In addition, furnitureif, security systemsduring the progress of the work, it is determined that there is any additional Excess Cost, Tenant shall pay such amount to Landlord within five (5) days after written demand for payment of the Excess Cost by Landlord. Any default in payment of any Excess Cost by Tenant, shall entitle Landlord to cease all work with respect to the Initial Improvements, to declare an Event of Default under the Lease, and to exercise its remedies under this Lease. Any portion of the Allowance not used or designated for use by Tenant (as evidenced by the submittal of plans and specifications in accordance with Section 9.2) for Initial Improvements prior to the last day of the thirty-sixth (36th) calendar month of the Term (said date being referred to herein as the “Outside Allowance Date”) shall be deemed forfeited by Tenant and shall no longer be available for disbursement to, or other personal property for Subtenant or the Demised Premises or the installation or placement of any of the foregoing within the Demised Premises or with the project management for account of, Tenant. Landlord will coordinate the performance of the Initial Improvements (collectivelywith Tenant, “Subtenantprovided that Tenant acknowledges that Landlord’s Personal Property and Services”), construction of the Initial Improvements shall be paid performed during Normal Hours and while Tenant is in occupancy of the Premises and that the performance thereof will create noise, dust and other conditions which may cause interference with the conduct of Tenant’s business in the Premises. No such interference or other conditions relating to such construction will constitute a constructive eviction or entitle Tenant to any abatement of Rent or otherwise impair or constitute a waiver or defense to any obligation of Tenant under this Lease. Subject to the foregoing, at Tenant’s request Landlord will use commercially reasonable efforts to schedule work for by and hours other than Normal Hours, provided Tenant acknowledges that there may be an additional construction cost for such after hours work (for overtime wages). The cost of the sole responsibility of Subtenant. Sublandlord acknowledges and agrees that Subtenant shall not be required to remove any Initial Improvements upon shall be bid by Landlord among three general contractors on Landlord’s approved list, as selected by Tenant, and the expiration or earlier termination of this Sublease work shall be awarded by Landlord to the low bidder unless otherwise directed by Tenant. Landlord will engage the removal is required by Prime Landlord or Sublandlord is otherwise obligated to pay Prime Landlord contractors for the costs of any removal of any Initial Improvements pursuant to Section 8(e) and Landlord’s construction manager will hold/run construction meetings not less often than weekly, and shall be responsible for standard construction management services, including, without limitation, tenant coordination, bidding, and contracting and supervision, through final completion, including punch list work, of the Prime LeaseInitial Improvements. Landlord shall disburse the Allowance (and any Excess Cost funds) directly to Landlord’s contactors based on Landlord’s payment and retention control procedures.

Initial Improvements. Subtenant Reliant may, at its option and subject to the provisions of the Prime Lease, including, without limitation, Article 8 thereof, and the Sublease, including, without limitation, Section 1.c, thereof, complete certain initial improvements to prepare the Demised Subleased Premises for SubtenantReliant’s occupancy thereof as more particularly described in the Work Letter Agreement (“Workletter”) attached hereto and made a part hereof as Exhibit B D (the “Initial Improvements”), at SubtenantReliant’s sole cost and expense without any contribution or improvement allowance from Sublandlord Mercury except for the Allowance described in the Work Letter Agreement attached hereto and made a part hereof as Exhibit B)Workletter; provided, however, Subtenant Reliant shall not make or permit anyone to make any Initial Improvements without the prior written consent of SublandlordMercury, which shall not be unreasonably withheld or delayed, and of Prime Landlord in accordance with the Prime LeaseLease and of Master Sublandlord in accordance with the Sublease. In connection with the foregoing, Subtenant Reliant shall submit to SublandlordMercury, for prior written approval by SublandlordMercury, which shall not be unreasonably withheld or delayed, and Prime LandlordLandlord and Sublandlord, complete plans and specifications for any and all Initial Improvements; , including, without limitation, schematic designs and work drawings. Any and all costs and expenses associated with the acquisition of cabling, equipment, furniture, security systemssystems (other than the card key/badge access system to be maintained by Mercury pursuant to this Sub-Sublease), or other personal property for Subtenant Reliant or the Demised Subleased Premises or the installation or placement of any of the foregoing within the Demised Subleased Premises or with the project management for the performance of the Initial Improvements (collectively, “SubtenantReliant’s Personal Property and Services”), shall be paid for by and be the sole responsibility of SubtenantReliant, and the Allowance shall not be applicable thereto. Sublandlord Mercury acknowledges and agrees that Subtenant Reliant shall not be required to remove any Initial Improvements upon the expiration or earlier termination of this Sublease unless the Sub-Sublease, and that if removal is required by Prime Landlord or Sublandlord is otherwise obligated to pay Prime Landlord Sublandlord, the obligation for such removal and the costs in connection therewith shall be the responsibility of any removal of any Initial Improvements pursuant to Section 8(e) of the Prime LeaseMercury.

Initial Improvements. Subtenant mayTenant shall improve the Premises substantially in accordance with plans and specifications (the “Plans”) to be provided by Tenant on or about January 15, at its option 2006, and subject to the provisions be confirmed by a walk through conducted by Landlord and Tenant no later than January 31, 2006. Landlord and Tenant agree that a confirmation of the Prime Lease, including, without limitation, Article 8 thereof, complete certain initial such Plans shall be executed by Landlord and Tenant and incorporated into this Lease as Exhibit E. Such improvements to prepare the Demised Premises for Subtenant’s occupancy thereof as described in the Work Letter Agreement attached hereto and be made a part hereof as Exhibit B (by Tenant herein are the “Initial Improvements”), at Subtenant’s sole cost and expense without any contribution or improvement allowance from Sublandlord described in .” Tenant hereby agrees that the Work Letter Agreement attached hereto and made a part hereof as Exhibit B); provided, however, Subtenant shall not make or permit anyone to make any Initial Improvements without shall comply with all applicable Legal Requirements and the Americans With Disabilities Act. All Initial Improvements shall be insured under a construction property insurance policy, insuring the replacement value from time to time of the Initial Improvements. In addition, Tenant shall carry, or cause its contractors to carry (a) workers’ compensation insurance in statutory limits covering all persons employed in connection with such Initial Improvements, and (b) commercial general liability insurance, including contractor’s liability coverage, contractual liability coverage, broad form property damage endorsement, and contractor’s protective liability coverage, to afford protection with limits, for each occurrence, of not less than ONE MILLION AND NO/100 DOLLARS ($1,000,000.00) with respect to personal injury, death or property damage. All Initial Improvements shall be constructed in a good and workmanlike manner, and only good grades of materials shall be used. Subject to Landlord’s prior written consent of Sublandlordapproval, which shall not be unreasonably withheld or delayed, Tenant may engage its own project managers, engineers, general contractor, and subcontractors to construct the Initial Improvements. Tenant shall permit Landlord to observe and monitor all Initial Improvements and shall provide Landlord with electronic copies of Prime Landlord in accordance with modifications to the Prime LeasePlans. In connection with Any substantial deviation from the foregoing, Subtenant Plans shall submit to Sublandlord, for require the prior written approval by Sublandlordof Landlord, which approval shall not be unreasonably withheld or delayed; provided, and Prime Landlordhowever, complete plans and specifications for any and all Initial Improvements; includingthat Tenant shall pay to Landlord a management fee equal to one percent (1%) of the cost of the work relative to the deviation from the Plans. For purposes hereof, without limitation, schematic designs and work drawings. Any and all costs and expenses associated with a substantial deviation from the acquisition of cabling, equipment, furniture, security systemsPlans shall mean a deviation costing FIFTY THOUSAND AND NO/100 DOLLARS ($50,000.00) or more, or a deviation that would require the approval of the City of Xxxxxxx or other personal property for Subtenant permitting authority, or the Demised Premises or the installation or placement approval of any property owners association of which the foregoing within Project is a part. Landlord shall not charge any review or management fee related to routine reviews or approvals during the Demised Premises or with the project management for the performance course of construction. Upon completion of the Initial Improvements (collectivelyImprovements, “Subtenant’s Personal Property and Services”), Tenant shall be paid for by and be the sole responsibility of Subtenant. Sublandlord acknowledges and agrees that Subtenant shall not be required provide to remove any Initial Improvements upon the expiration or earlier termination of this Sublease unless the removal is required by Prime Landlord or Sublandlord is otherwise obligated to pay Prime Landlord the costs of any removal of any Initial Improvements pursuant to Section 8(e) an electronic version of the Prime Lease“as-built” plans for the Initial Improvements, and, at Landlord’s request, three (3) copies of the same.

Initial Improvements. Subtenant may, at its option and subject Landlord shall cause to be performed the provisions of improvements (the Prime Lease, including, without limitation, Article 8 thereof, complete certain initial improvements to prepare the Demised Premises for Subtenant’s occupancy thereof as described "Initial Improvements") in the Work Letter Agreement attached hereto Second Expansion Space in accordance with plans and made a part hereof as Exhibit B specifications approved by Tenant and Landlord (the “Initial Improvements”"Plans"), at Subtenant’s sole cost and expense without any contribution or improvement allowance from Sublandlord described in the Work Letter Agreement attached hereto and made a part hereof as Exhibit B); provided, however, Subtenant shall not make or permit anyone to make any Initial Improvements without the prior written consent of Sublandlord, which approvals shall not be unreasonably withheld or delayedwithheld. The Initial Improvements shall be performed at the Tenant's cost, subject to the Landlord's Contribution (hereinafter defined). Tenant shall cause the Plans to be prepared by a registered professional architect, and mechanical and electrical engineer(s). Such engineer(s) shall be approved in advance by the Landlord. Prior to close-of-business ten (10) days after full execution and delivery of Prime this Second Amendment to Tenant. Tenant shall furnish the initial draft of the Plans to Landlord in accordance for Landlord's review and approval. Landlord shall within two (2) weeks after receipt either provide comments to such Plans or approve the same. Landlord shall be deemed to have approved such Plans if it does not timely provide comments on such Plans. If Landlord provides Tenant with comments to the Prime Leaseinitial draft of the Plans, Tenant THIS SECOND AMENDMENT TO LEASE is by and between CarrAmerica Realty Corporation, a Maryland corporation ("Landlord") and Concord Camera Corp., a New Jersey corporation ("Tenant") shall provide revised Plans to Landlord incorporating Landlord's comments within one week after receipt of Landlord's comments. In connection Landlord shall within one week after receipt then either provide comments to such revised Plans or approve such Plans. Landlord shall be deemed to have approved such revised Plans if Landlord does not timely provide comments on such Plans. The process described above shall be repeated, if necessary, until the Plans have been finally approved by Landlord. Tenant hereby agrees that the Plans for the Initial Improvements shall comply with the foregoing, Subtenant shall submit to Sublandlord, for prior written all applicable Governmental Requirements. Landlord's approval by Sublandlord, which shall not be unreasonably withheld or delayed, and Prime Landlord, complete plans and specifications for any and all Initial Improvements; including, without limitation, schematic designs and work drawings. Any and all costs and expenses associated with the acquisition of cabling, equipment, furniture, security systems, or other personal property for Subtenant or the Demised Premises or the installation or placement of any of the foregoing within Plans (or any modifications or changes thereto) shall not impose upon Landlord or its agents or representatives any obligation with respect to the Demised Premises or with the project management for the performance design of the Initial Improvements (collectivelyor the compliance of such Initial Improvements or the Plans with applicable Governmental Requirements. Landlord, “Subtenant’s Personal Property and Services”)with consultation of Tenant, shall select a contractor to perform the construction of the Initial Improvements. Such contractor shall be paid for selected by and be a competitive bid process between three contractors selected by Landlord, with consultation of Tenant. Landlord shall use commercially reasonable efforts to cause the sole responsibility of Subtenant. Sublandlord acknowledges and agrees that Subtenant shall not be required to remove any Initial Improvements upon to be substantially completed, except for minor "Punch List" items, on or before the expiration or earlier termination Second Expansion Space Commencement Date specified in Section 2 of this Sublease unless Second Amendment, subject to Tenant Delay (hereafter defined) and Force Majeure. Landlord, or an agent of Landlord, shall provide project management services in connection with the removal is required by Prime Landlord or Sublandlord is otherwise obligated to pay Prime Landlord construction of the costs of any removal of any Initial Improvements pursuant to Section 8(eand the Change Orders (hereinafter defined). Such project management services shall be performed, at Tenant's cost, for a fee of five percent (5%) of all costs related to the Prime Leasepreparation of the Plans and the construction of the Initial Improvements and the Change Orders.

Initial Improvements. Subject to reimbursement by Subtenant mayas provided herein, at its option Sublandlord shall arrange for the construction and subject to the provisions installation of the Prime Lease, including, without limitation, Article 8 thereof, complete certain initial improvements to prepare the Demised Subleased Premises for Subtenant’s occupancy thereof as described in the Work Letter Agreement attached hereto and made a part hereof as Exhibit B (the “Initial Improvements”), at Subtenant’s sole cost and expense without any contribution or improvement allowance from Sublandlord described in the Work Letter Agreement attached hereto and made a part hereof as Exhibit B); provided, however, Subtenant shall not make or permit anyone to make any Initial Improvements without the prior written consent of Sublandlord, which shall not be unreasonably withheld or delayed, and of Prime Landlord substantially in accordance with the Prime Leaseplans prepared by M.B.H. Architects, dated October 28, 1999, subject to further refinement and changes therein as determined from time to time by Sublandlord ("INITIAL IMPROVEMENTS"). In connection with The Initial Improvements shall be completed in a good and workmanlike manner. For all purposes hereof, construction of the foregoing, Subtenant shall submit Initial Improvements will be deemed to be "SUBSTANTIALLY COMPLETE" at such time as Sublandlord, in good faith, notifies Subtenant that the construction thereof has been completed except for prior written approval by Sublandlord, punch list items and any other items which shall will not be unreasonably withheld or delayedmaterially interfere with Subtenant's use and occupancy, and Prime Landlord, complete plans except for equipment and specifications for any other items to be installed by Subtenant. Sublandlord shall assign to Subtenant all warranties and all Initial Improvements; including, without limitation, schematic designs and work drawings. Any and all costs and expenses associated guaranties by the general contractor with the acquisition of cabling, equipment, furniture, security systems, or other personal property for Subtenant or the Demised Premises or the installation or placement of any of the foregoing within the Demised Premises or with the project management for the performance respect to such contractor's construction of the Initial Improvements (collectively, “Subtenant’s Personal Property which warranties and Services”guaranties shall be substantially comparable to those obtained by Sublandlord from such general contractor with respect to the construction of the initial improvements in the respective portions of the Premises to be occupied by Sublandlord and its other subtenants), and Subtenant shall look solely to such general contractor for all claims relating to or arising out of the construction of the Initial Improvements. Sublandlord shall provide Subtenant, from time to time, with a statement or statements specifying the amount to be paid for by on account of the Initial Improvements and be the sole responsibility of Subtenant. Sublandlord acknowledges and agrees that Subtenant shall not be required to remove any Initial Improvements upon the expiration or earlier termination pay such amount within fifteen (15) days after receipt of this Sublease unless the removal is required by Prime Landlord or Sublandlord is otherwise obligated to pay Prime Landlord the costs of any removal of any Initial Improvements pursuant to Section 8(e) of the Prime Leasesuch statement.

Initial Improvements. Subtenant may, at its option and subject Landlord shall cause to be performed the provisions of improvements (the Prime Lease, including, without limitation, Article 8 thereof, complete certain initial improvements to prepare the Demised Premises for Subtenant’s occupancy thereof as described "Initial Improvements") in the Work Letter Agreement attached hereto Premises in accordance with plans and made a part hereof as Exhibit B specifications approved by Tenant and Landlord (the “Initial Improvements”"Plans"), at Subtenant’s sole cost and expense without any contribution or improvement allowance from Sublandlord described in the Work Letter Agreement attached hereto and made a part hereof as Exhibit B); provided, however, Subtenant shall not make or permit anyone to make any Initial Improvements without the prior written consent of Sublandlord, which approvals shall not be unreasonably withheld withheld. The Initial Improvements shall be performed at the Tenant's cost, subject to the Landlord's Contribution (hereinafter defined). The Initial Improvements shall include any necessary HVAC ducting. Landlord shall cause the Plans to be prepared, at Tenant's cost, by a registered professional architect and mechanical and electrical engineer(s). Such engineer(s) shall be approved, in advance, by the Landlord. On or delayedbefore March 20, and 1999 Tenant shall provide reasonable comments to such Plans or approve the same. Tenant shall be deemed to have approved such Plans if it does not timely provide reasonable comments on such Plans. If Tenant provides Landlord with reasonable comments to the initial draft of Prime the Plans, Landlord in accordance shall provide revised Plans to Tenant incorporating Landlord's comments. Tenant shall within one week after receipt then either provide reasonable comments to such revised Plans or approve such Plans. Tenant shall be deemed to have approved such revised Plans if Tenant does not timely provide reasonable comments on such Plans. Tenant hereby agrees that the Plans for the Initial Improvements shall comply with the Prime Leaseall applicable Governmental Requirements. In connection with the foregoing, Subtenant shall submit The fact that Landlord has caused to Sublandlord, for prior written approval by Sublandlord, which shall not be unreasonably withheld or delayed, and Prime Landlord, complete plans and specifications for any and all Initial Improvements; including, without limitation, schematic designs and work drawings. Any and all costs and expenses associated with the acquisition of cabling, equipment, furniture, security systems, or other personal property for Subtenant or the Demised Premises or the installation or placement of prepared any of the foregoing within Plans (or any modifications or changes thereto) shall not impose upon Landlord or its agents or representatives any obligation with respect to the Demised Premises or with the project management for the performance design of the Initial Improvements (collectivelyor the compliance of such Initial Improvements or the Plans with applicable Governmental Requirements. Landlord, “Subtenant’s Personal Property and Services”)with consultation of Tenant, shall be paid for by and be select a contractor to perform the sole responsibility construction of Subtenantthe Initial Improvements. Sublandlord acknowledges and agrees that Subtenant Landlord shall not be required use commercially reasonable efforts to remove any cause the Initial Improvements upon to be substantially completed, except for minor "Punch List" items, on or before the expiration Commencement Date specified in the Schedule to the Lease, subject to Tenant Delay (as defined in Section 4 hereof) and Force Majeure. Landlord, or earlier termination an agent of this Sublease unless Landlord, shall provide project management services in connection with the removal is required by Prime Landlord or Sublandlord is otherwise obligated to pay Prime Landlord construction of the costs of any removal of any Initial Improvements pursuant to Section 8(eand the Change Orders (hereinafter defined). Such project management services shall be performed, at Tenant's cost, for a fee of five percent (5%) of all costs related to the Prime Leasepreparation of the Plans and the construction of the Initial Improvements and the Change Orders.

Initial Improvements. Subtenant may, at its option and subject Landlord shall cause to be performed the provisions of improvements (the Prime Lease, including, without limitation, Article 8 thereof, complete certain initial improvements to prepare the Demised Premises for Subtenant’s occupancy thereof as described "Initial Improvements") in the Work Letter Agreement attached hereto Premises in accordance with plans and made a part hereof as Exhibit B specifications approved by Tenant and Landlord (the “Initial Improvements”"Plans"), at Subtenant’s sole cost and expense without any contribution or improvement allowance from Sublandlord described in the Work Letter Agreement attached hereto and made a part hereof as Exhibit B); provided, however, Subtenant shall not make or permit anyone to make any Initial Improvements without the prior written consent of Sublandlord, which approvals shall not be unreasonably withheld or delayedwithheld. The Initial Improvements shall be performed at the Tenant's cost, subject to the Landlord's Contribution (hereinafter defined). Tenant shall cause the Plans to be prepared by a registered professional architect, and mechanical and electrical engineer(s). Such engineer(s) shall be approved in advance by the Landlord. Tenant shall furnish the initial draft of Prime the Plans to Landlord in accordance for Landlord's review and approval. Landlord shall within two (2) weeks after receipt either provide comments to such Plans or approve the same. Landlord shall be deemed to have approved such Plans if it does not timely provide comments on such Plans. If Landlord provides Tenant with comments to the Prime Leaseinitial draft of the Plans, Tenant shall provide revised Plans to Landlord incorporating Landlord's comments within one week after receipt of Landlord's comments. In connection Landlord shall within one week after receipt then either provide comments to such revised Plans or approve such Plans. Landlord shall be deemed to have approved such revised Plans if Landlord does not timely provide comments on such Plans. The process described above shall be repeated, if necessary, until the Plans have been finally approved by Landlord. Tenant hereby agrees that the Plans for the Initial Improvements shall comply with the foregoing, Subtenant shall submit to Sublandlord, for prior written all applicable Governmental Requirements. Landlord's approval by Sublandlord, which shall not be unreasonably withheld or delayed, and Prime Landlord, complete plans and specifications for any and all Initial Improvements; including, without limitation, schematic designs and work drawings. Any and all costs and expenses associated with the acquisition of cabling, equipment, furniture, security systems, or other personal property for Subtenant or the Demised Premises or the installation or placement of any of the foregoing within Plans (or any modifications or changes thereto) shall not impose upon Landlord or its agents or representatives any obligation with respect to the Demised Premises or with the project management for the performance design of the Initial Improvements (collectivelyor the compliance of such Initial Improvements or the Plans with applicable Governmental Requirements. Landlord, “Subtenant’s Personal Property and Services”)with consultation of Tenant, shall select a contractor to perform the construction of the Initial Improvements. Such contractor shall be paid selected by a competitive bid process between at least three (3) contractors of which two (2) shall be selected by Landlord and at least one (1) by Tenant. Landlord, or an agent of Landlord, shall provide project management services in connection with the construction of the Initial Improvements and the Change Orders (hereinafter defined). Such project management services shall be performed, at Tenant's cost, for a fee of $2,500.00. THIS THIRD AMENDMENT To LEASE by and be between CDR Presidential, L.L.C., a Limited Liability Company organized under the sole responsibility State of Subtenant. Sublandlord acknowledges Florida ("Landlord") and agrees that Subtenant shall not be required to remove any Initial Improvements upon the expiration or earlier termination of this Sublease unless the removal is required by Prime Landlord or Sublandlord is otherwise obligated to pay Prime Landlord the costs of any removal of any Initial Improvements pursuant to Section 8(e) of the Prime LeaseConcord Camera Corp., a New Jersey corporation ("Tenant").

Initial Improvements. Subtenant may, at its option and subject Landlord shall cause to be performed the provisions of improvements (the Prime Lease, including, without limitation, Article 8 thereof, complete certain initial improvements to prepare the Demised Premises for Subtenant’s occupancy thereof as described "Initial Improvements") in the Work Letter Agreement attached hereto Premises in accordance with plans and made a part hereof as Exhibit B specifications approved by Tenant and Landlord (the “Initial Improvements”"Plans"), at Subtenant’s sole cost and expense without any contribution or improvement allowance from Sublandlord described in the Work Letter Agreement attached hereto and made a part hereof as Exhibit B); provided, however, Subtenant shall not make or permit anyone to make any Initial Improvements without the prior written consent of Sublandlord, which approvals shall not be unreasonably withheld or delayedwithheld. The Initial Improvements shall be performed at the Tenant's cost, subject to the Landlord's Contribution (hereinafter defined). The Initial Improvements shall include Tenant's building and common area signage. Landlord shall cause the Plans to be prepared, at Landlord's cost as part of Landlord's Contribution, by a registered professional architect, and mechanical and electrical engineer(s). Within forty-five (45) days after the date of Prime the Lease, Landlord shall furnish the initial draft of the Plans to Tenant for Tenant's review and approval. Tenant shall within two (2) weeks after receipt either provide comments to such Plans or approve the same. Tenant shall be deemed to have approved such Plans if it does not provide comments on such Plans within such 2-week period. If Tenant provides Landlord with comments to the initial draft of the Plans, Landlord shall provide revised Plans to Tenant incorporating Tenant's comments within one week after receipt of Tenant's comments. Tenant shall within one week after receipt then either provide comments to such revised Plans or approve such Plans. Tenant shall be deemed to have approved such revised Plans if Tenant does not provide comments on such Plans within such 1-week period. The process described above shall be repeated, if necessary, until the Plans have been finally approved by Tenant. Landlord, with consultation of Tenant, shall select a contractor to perform the construction of the Initial Improvements. Landlord shall use commercially reasonable efforts to cause the Initial Improvements to be substantially completed, except for minor "Punch List" items, on or before the Commencement Date specified in accordance with the Prime Schedule to the Lease, subject to Tenant Delay (as defined in Section 4 hereof) and Force Majeure. In Landlord, or an agent of Landlord, shall provide project management services in connection with the foregoing, Subtenant shall submit to Sublandlord, for prior written approval by Sublandlord, which shall not be unreasonably withheld or delayed, and Prime Landlord, complete plans and specifications for any and all Initial Improvements; including, without limitation, schematic designs and work drawings. Any and all costs and expenses associated with the acquisition of cabling, equipment, furniture, security systems, or other personal property for Subtenant or the Demised Premises or the installation or placement of any of the foregoing within the Demised Premises or with the project management for the performance construction of the Initial Improvements and the Change Orders (collectively, “Subtenant’s Personal Property and Services”hereinafter defined), . Such project management services shall be paid performed, at Tenant's cost, for by a fee of two percent (2%) of all costs related to the preparation of the Plans and be the sole responsibility construction of Subtenant. Sublandlord acknowledges and agrees that Subtenant shall not be required to remove any the Initial Improvements upon and the expiration or earlier termination of this Sublease unless the removal is required by Prime Landlord or Sublandlord is otherwise obligated to pay Prime Landlord the costs of any removal of any Initial Improvements pursuant to Section 8(e) of the Prime LeaseChange Orders.

Initial Improvements. Subtenant may(a) Landlord shall perform or cause to be performed, at its option and subject to in each Block, the provisions of the Prime Lease, including, without limitation, Article 8 thereof, complete certain initial improvements to prepare the Demised Premises for Subtenantwork described on Exhibit G (“Landlord’s occupancy thereof as described in the Work Letter Agreement attached hereto and made a part hereof as Exhibit B (the “Initial ImprovementsWork”), . All of Landlord’s Work shall be performed by Landlord at SubtenantLandlord’s sole cost and expense without any contribution expense. Subject . to delays by reason of Force Majeure and Tenant Delay, Landlord shall, with respect to each Block (other than the Delivered Blocks) (A) substantially complete Landlord’s Work which, as set forth in Exhibit G, is a condition to delivery of such Block, on or improvement allowance from Sublandlord described before the applicable Commencement Date and (B) substantially complete such items of Landlord’s Work which, as set forth in Exhibit G, are not a condition to delivery of such Block, on or prior to the date set forth in Exhibit G and if no date is set forth therein, then on the date that Tenant has substantially completed its Initial Alterations in the Work Letter Agreement attached hereto applicable Block and made a part hereof shall have given Landlord thirty (30) days’ notice thereof. Tenant shall remove Xxxxxx’s Property from the Delivered Blocks and shall vacate and deliver to Landlord possession of the Delivered Blocks. Any items of Tenant’s Property which remain in the Block B Space and the Block C Space after delivery of possession thereof to Landlord may, at the option of Landlord be deemed abandoned, and may be disposed of by Landlord, without accountability in such manner as Exhibit B); Landlord shall determine at Tenant’s reasonable expense. Tenant is not required to deliver all of the Delivered Blocks simultaneously to Landlord, but may deliver the Delivered Blocks in installments, provided, howeverthat each such delivery shall consist of full floor units or any space which was delivered to Tenant by landlord on the date hereof in less than full floor units. Subject to delay, Subtenant by reason of Force Majeure and Tenant Delay, Landlord shall not make or permit anyone with respect to make any Initial Improvements without the prior written consent of Sublandlord, which shall not be unreasonably withheld or delayed, and of Prime Landlord in accordance with the Prime Lease. In connection with the foregoing, Subtenant shall submit to Sublandlord, for prior written approval by Sublandlord, which shall not be unreasonably withheld or delayed, and Prime Landlord, complete plans and specifications for any and all Initial Improvements; including, without limitation, schematic designs and work drawings. Any and all costs and expenses associated with the acquisition of cabling, equipment, furniture, security systems, or other personal property for Subtenant or the Demised Premises or the installation or placement of any each of the foregoing Delivered Blocks (x) substantially complete Landlord’s Work which, as set forth in Exhibit G, is a condition to delivery of such Delivered Block, within thirty (30) days after the Demised Premises or with the project management for the performance later of fifteen (15)-days after Tenant shall have notify Landlord of the date it intends to vacate the Delivered Block and the date Tenant delivers to Landlord vacant session of the Delivered Block in the condition required in this Section 4.01 (the date Tenant so delivers to Landlord vacant possession of the Delivered Block is the “Tenant Delivery Date” and the day after such thirty (30) days is the “Stated Second Commencement Date”) and (y) substantially complete such items of Landlord’s Work which, as set forth in Exhibit G, is not a condition to delivery of such Blocks, on or prior to the date set forth in Exhibit G and if no date is set forth therein, then on the date that Tenant has substantially completed its Initial Improvements Alterations, in the applicable Delivered Block and shall have given Landlord thirty (collectively30) days’ notice thereof. On the applicable Commencement Date and Second Commencement Date, Tenant shall accept the Blocks in “Subtenant’s Personal Property and Services”)as is” condition on such date, shall be paid for by and be subject only to the sole responsibility of Subtenant. Sublandlord acknowledges and agrees that Subtenant shall not be required to remove any Initial Improvements upon the expiration or earlier termination requirements of this Sublease unless the removal is required by Prime Landlord or Sublandlord is otherwise obligated to pay Prime Landlord the costs of any removal of any Initial Improvements pursuant to Section 8(e) of the Prime Lease.4.01. All initial improvements which do not constitute Landlord’s Work shall constitute Alterations

Initial Improvements. Subtenant may, at its option and subject Landlord shall cause to be performed the provisions of improvements (the Prime Lease, including, without limitation, Article 8 thereof, complete certain initial improvements to prepare the Demised Premises for Subtenant’s occupancy thereof as described "Initial Improvements") in the Work Letter Agreement attached hereto Expansion Space in accordance with plans and made a part hereof as Exhibit B specifications approved by Tenant and Landlord (the “Initial Improvements”"Plans"), at Subtenant’s sole cost and expense without any contribution or improvement allowance from Sublandlord described in the Work Letter Agreement attached hereto and made a part hereof as Exhibit B); provided, however, Subtenant shall not make or permit anyone to make any Initial Improvements without the prior written consent of Sublandlord, which approvals shall not be unreasonably withheld or delayedwithheld. The Initial Improvements shall be performed at the Tenant's cost, subject to the Landlord's Contribution (hereinafter defined). Tenant shall cause the Plans to be prepared by a registered professional architect, and mechanical and electrical engineer(s). Such engineer(s) shall be approved in advance by the Landlord. Prior to close-of-business ten (10) days after full execution and delivery of Prime this First Amendment to Tenant. Tenant shall furnish the initial draft of the Plans to Landlord in accordance for Landlord's review and approval. Landlord shall within two (2) weeks after receipt either provide comments to such Plans or approve the same. Landlord shall be deemed to have approved such Plans if it does not timely provide comments on such Plans. If Landlord provides Tenant with comments to the Prime Leaseinitial draft of the Plans, Tenant shall provide revised Plans to Landlord incorporating Landlord's comments within one week after receipt of Landlord's comments. In connection Landlord shall within one week after receipt then either provide comments to such revised Plans or approve such Plans. Landlord shall be deemed to have approved such revised Plans if Landlord does not timely provide comments on such Plans. The process described above shall be repeated, if necessary, until the Plans have been finally approved by Landlord. Tenant hereby agrees that the Plans for the Initial Improvements shall comply with the foregoing, Subtenant shall submit to Sublandlord, for prior written all applicable Governmental Requirements. Landlord's approval by Sublandlord, which shall not be unreasonably withheld or delayed, and Prime Landlord, complete plans and specifications for any and all Initial Improvements; including, without limitation, schematic designs and work drawings. Any and all costs and expenses associated with the acquisition of cabling, equipment, furniture, security systems, or other personal property for Subtenant or the Demised Premises or the installation or placement of any of the foregoing within Plans (or any modifications or changes thereto) shall not impose upon Landlord or its agents or representatives any obligation with respect to the Demised Premises or with the project management for the performance design of the Initial Improvements (collectivelyor the compliance of such Initial Improvements or the Plans with applicable Governmental Requirements. Landlord, “Subtenant’s Personal Property and Services”)with consultation of Tenant, shall select a contractor to perform the construction of the Initial Improvements. Such contractor shall be paid for selected by and be a competitive bid process between three contractors selected by Landlord, with consultation of Tenant. Landlord shall use commercially reasonable efforts to cause the sole responsibility of Subtenant. Sublandlord acknowledges and agrees that Subtenant shall not be required to remove any Initial Improvements upon to be substantially completed, except for minor "Punch List" items, on or before the expiration or earlier termination Expansion Space Commencement Date specified in Section 2 of this Sublease unless First Amendment, subject to Tenant Delay (hereafter defined) and Force Majeure. Landlord, or an agent of Landlord, shall provide project management services in connection with the removal is required by Prime Landlord or Sublandlord is otherwise obligated to pay Prime Landlord construction of the costs of any removal of any Initial Improvements pursuant to Section 8(eand the Change Orders (hereinafter defined). Such project management services shall be performed, at Tenant's cost, for a fee of five percent (5%) of all costs related to the Prime Leasepreparation of the Plans and the construction of the Initial Improvements and the Change Orders.

Initial Improvements. Subtenant may, at its option Sublessor will provide Sublessee with an initial improvement allowance in an amount not to exceed Seven Hundred and Fifty Thousand Dollars ($750,000,00) (the “Allowance”). The proceeds of the Allowance shall be used by Sublessee solely for the costs of building improvements subject to the provisions approval of the Prime LeaseMaster Lessor (“Initial Improvements”) which Sublessee agrees to complete in a timely manner, and may not be used for any other purpose, including, without limitationlimitation for furniture, Article 8 thereoffixtures and equipment, complete certain initial improvements Sublessee will construct (or cause to prepare the Demised Premises for Subtenant’s occupancy thereof as described in the Work Letter Agreement attached hereto and made a part hereof as Exhibit B (the “Initial Improvements”), at Subtenant’s sole cost and expense without any contribution or improvement allowance from Sublandlord described in the Work Letter Agreement attached hereto and made a part hereof as Exhibit B); provided, however, Subtenant shall not make or permit anyone to make any be constructed) such Initial Improvements without the prior written consent of Sublandlord, which shall not be unreasonably withheld or delayed, and of Prime Landlord in accordance with the Prime terms of this Sublease and the Master Lease. In connection Sublessor will make payment of all or a portion of the Allowance to Sublessee within 30 days of receipt from Sublessee of a request for payment including documentation of substantial completion of construction and Final construction costs and invoices related thereto satisfactory to Sublessor, in “Sublessor’s reasonable discretion, provided Sublessee is not in default of the terms of this Sublease beyond any applicable notice and cure period. The documentation may take the form of, but not be limited to the following: (1) a certificate from Sublessee’s architect; and (2) a waiver(s) of all liens for work performed by Sublessee at the Subleased Premises. Sublessor shall be entitled to retain any portion of the Allowance not required to reimburse Sublessee for the Initial Improvements, as referenced above, if such improvements are not completed in accordance with the foregoingprovisions of this Sublease or if Sublessee defaults on its obligations under this Sublease, Subtenant shall submit With the exception only of Sublessor’s obligation to Sublandlordfund the Allowance as that obligation is conditioned and limited by this Sublease, for prior written approval by Sublandlord, which shall not be unreasonably withheld or delayed, and Prime Landlord, complete plans and specifications for any and all Initial Improvements; including, without limitation, schematic designs and work drawings. Any and all costs and expenses associated with the acquisition of cabling, equipment, furniture, security systems, or other personal property for Subtenant or the Demised Premises or the installation or placement of any of the foregoing within the Demised Premises or with the project management for the performance of the Initial Improvements (collectively, “Subtenant’s Personal Property and Services”), shall be paid for by and be the sole responsibility of Subtenant. Sublandlord Sublessee hereby acknowledges and agrees that Subtenant Sublessor shall not be required to remove any Initial Improvements upon the expiration responsible for payment for or earlier termination of this Sublease unless the removal is required by Prime Landlord or Sublandlord is otherwise obligated to pay Prime Landlord the costs performance of any removal of any Initial Improvements pursuant to Section 8(e) work or improvements necessary for Sublessee’s use and/or occupancy of the Prime LeaseSubleased Premises.