Common use of Landlord's Consent and Conditions Clause in Contracts

Landlord's Consent and Conditions. Tenant shall not make any material improvements or alterations to the structural, mechanical or electrical portions of the Premises (the “Tenant’s Alterations”) without in each instance submitting plans and specifications and the proposed contractor for the Tenant’s Alterations to Landlord and obtaining Landlord’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. Landlord may withhold its consent in its sole discretion for any Tenant’s Alterations which (a) impacts the base structural components or systems of the Building, (b) impacts any other tenant’s premises, or (c) is visible from outside the Premises. Further, as a condition to its consent Landlord may require Tenant to remove such Tenant’s Alterations or changes to the Premises upon the expiration or earlier termination of the Term and to restore the Premises to the condition they were in prior to such Tenant’s Alterations, including restoring any damage resulting from such removal, all at Tenant’s expense. If Landlord elects to have Tenant remove any item of Tenant’s Alterations, it shall do so in writing at the time it approves the Tenant’s Alterations and Tenant shall have the option not to proceed with the proposed item of Tenant’s Alterations. This Section 5(a) shall not apply to Tenant’s construction of its initial tenant improvements which shall be governed by Exhibit D. Tenant shall reimburse Landlord for actual out-of-pocket costs incurred for review of the plans for Tenant’s Alterations. Tenant shall pay for the cost of all Tenant’s Alterations. All Tenant’s Alterations shall become the property of Landlord upon its installation, except for Tenant’s trade fixtures and any other items that Tenant identifies as removable at the time it submits its Tenant’s Alterations plans for approval. The following requirements shall apply to all Tenant’s Alterations: (i) Prior to commencement, Tenant shall furnish to Landlord building permits (if required by applicable law) and certificates of insurance as required by this Lease. (ii) Tenant shall use good faith efforts to perform all Tenant’s Alterations so as to maintain peace and harmony among other contractors serving the Project and shall use good faith efforts to minimize unreasonable interference with other work to be performed or services to be rendered in the Project. Within two (2) days after notice by Landlord to Tenant that the performance of Tenant’s Alterations is unreasonably interfering with other work or services being rendered in the Project, Tenant shall take such action as is required to eliminate such unreasonable interference. Should Tenant fail to cure such unreasonable interference within such two-day period, Tenant shall be liable for any costs or expenses incurred by Landlord as a result of such unreasonable interference. (iii) The Tenant’s Alterations shall be performed in a good and workmanlike manner, shall be consistent with the quality of work in the initial tenant improvements approved by Landlord pursuant to Exhibit D, and shall comply with all insurance requirements and all applicable governmental laws, ordinances and regulations (“Governmental Requirements”). (iv) Tenant shall use good faith efforts to perform all Tenant’s Alterations so as to minimize or prevent disruption to or interference with other tenants, and Tenant shall comply with all reasonable requests of Landlord in response to complaints from other tenants. (v) [intentionally omitted]. (vi) If Landlord and Tenant agree to permit Landlord or its employees or contractors to perform all or a portion of Tenant’s Alterations, Landlord will be entitled to a reasonable fee to be agreed upon in each case. If Landlord is not permitted to perform Tenant’s Alterations, Landlord may nevertheless review or inspect all of Tenant’s Alterations during normal business hours, at Landlord’s sole cost. (vii) Upon completion of any Tenant’s Alterations costing in excess of fifty thousand dollars ($50,000) (increasing by $2,500 at the beginning of each Lease Year), Tenant shall furnish Landlord with contractor’s affidavits and full and final statutory waivers of liens, as-built plans and specifications, and receipted bills covering all labor and materials, and all other close-out documentation reasonably required by Landlord.

Landlord's Consent and Conditions. Tenant shall not make any material improvements or alterations in or additions, changes or installations to the structuralPremises other than those made in accordance with the Tenant Improvement Agreement attached as Appendix C (collectively, mechanical or electrical portions of the Premises (the “Tenant’s Alterations”) which (i) adversely impact, in Landlord’s sole opinion, the base structural components or the heating, air conditioning, ventilation, electrical, plumbing or mechanical systems (collectively, the “Systems”) of the Building, or (ii) impact any other tenant’s premises (collectively, the “Systems/Structure Work”), without in each instance submitting plans and specifications and the proposed contractor for the Tenant’s Alterations therefor to Landlord Landlord, and obtaining Landlord’s prior written consentconsent thereto (which consent may be withheld in Landlord’s sole discretion). Tenant shall not make any Alterations to the Premises which are not deemed Systems/Structure Work pursuant to this Section 5.A., without submitting plans and specifications therefor to Landlord, and obtaining Landlord’s prior written consent thereto (which consent shall not be unreasonably withheld), conditioned or delayed. Landlord may withhold its consent in its sole discretion for any Tenant’s Alterations which if (a) impacts the base structural components cost thereof is in excess of $25,000,000, or systems of the Building, (b) impacts any other tenant’s premisessuch Alterations are visible from outside the Premises, or (c) is visible from outside such Alterations impact the PremisesSystems but are not deemed Systems/Structure Work by Landlord in its sole opinion (collectively, the “Consent Work”). Further, as a condition Tenant shall be allowed to its consent Landlord may require Tenant to remove such Tenant’s make any Alterations or changes to the Premises upon which are not deemed Systems/Structure Work or Consent Work pursuant to this Section 5.A. without Landlord’s consent (collectively, the expiration or earlier termination “Non-Consent Work”). For purposes of this Lease, Systems/Structure Work, Consent Work and Non-Consent Work are sometimes collectively referred to herein as the “Lease Term and to restore the Premises to the condition they were in prior to such Tenant’s Alterations, including restoring any damage resulting from such removal, all at Tenant’s expense. If Landlord elects to have Tenant remove any item of Tenant’s Alterations, it shall do so in writing at the time it approves the Tenant’s Alterations and Work.” Tenant shall have the option not to proceed with the proposed item pay Landlord’s reasonable out of Tenant’s Alterations. This Section 5(a) shall not apply to Tenant’s construction of its initial tenant improvements which shall be governed by Exhibit D. Tenant shall reimburse Landlord for actual out-of-pocket costs incurred expenses for review of the plans for and all other items submitted by Tenant’s Alterations. Landlord may impose any reasonable conditions it chooses on any such consent it is entitled to give. Tenant shall pay for the cost of all Tenant’s AlterationsLease Term Work. All Tenant’s Alterations Lease Term Work shall become the property of Landlord upon its installationtermination, except for Tenant’s trade fixtures and any other items that which Tenant identifies as removable shall remove at Tenant’s cost at the time it submits its Tenant’s Alterations plans for approvaltermination of the Lease. The following requirements shall apply to all Tenant’s AlterationsLease Term Work: (i) Prior to commencement, Tenant shall furnish to Landlord building permits (if required by applicable law) and certificates of insurance as required by this Leasesatisfactory to Landlord. (ii) Tenant shall use good faith efforts to perform all Tenant’s Alterations Lease Term Work so as to maintain peace and harmony among other contractors serving the Project and shall use good faith efforts to minimize unreasonable avoid interference with other work to be performed or services to be rendered in the Project. Within two (2) days after notice by Landlord to Tenant that the performance of Tenant’s Alterations is unreasonably interfering with other work or services being rendered in the Project, Tenant shall take such action as is required to eliminate such unreasonable interference. Should Tenant fail to cure such unreasonable interference within such two-day period, Tenant shall be liable for any costs or expenses incurred by Landlord as a result of such unreasonable interference. (iii) The Tenant’s Alterations Lease Term Work shall be performed in a good and workmanlike manner, shall be consistent with meeting the standard for construction and quality of work materials in the initial tenant improvements approved by Landlord pursuant to Exhibit DBuilding, and shall comply with all insurance requirements and all applicable governmental laws, ordinances and regulations (“Governmental Requirements”)regulations. (iv) Tenant shall use good faith efforts permit Landlord to perform monitor all Lease Term Work. Landlord may charge a fee not to exceed its actual reasonable out-of-pocket expenses, without xxxx-up, if Tenant’s Alterations so as to minimize employees or prevent disruption to or interference with other tenants, and Tenant shall comply with all reasonable requests of Landlord in response to complaints from other tenantscontractors perform the Lease Term Work. (v) [intentionally omitted]. (vi) If Landlord and Tenant agree to permit Landlord or its employees or contractors to perform all or a portion of Tenant’s Alterations, Landlord will be entitled to a reasonable fee to be agreed upon in each case. If Landlord is not permitted to perform Tenant’s Alterations, Landlord may nevertheless review or inspect all of Tenant’s Alterations during normal business hours, at Landlord’s sole cost. (vii) Upon completion of any Tenant’s Alterations costing in excess of fifty thousand dollars ($50,000) (increasing by $2,500 at the beginning of each Lease Year)completion, Tenant shall furnish Landlord with contractor’s affidavits and full and final statutory waivers of liens, as-built plans and specifications, and receipted bills covering all labor and materials, and all other close-out documentation reasonably required by Landlord.

Landlord's Consent and Conditions. Tenant shall not make any material improvements or alterations to the structural, mechanical or electrical portions of the Premises (the “Tenant’s Alterations”"Work") without in each instance submitting in advance plans and specifications and the proposed contractor for the Tenant’s Alterations Work to Landlord Landlord, and without obtaining Landlord’s 's prior written consent, consent which shall not be unreasonably withheld, conditioned withheld or delayed. Landlord may withhold its , except that Landlord's consent shall not be required for interior, nonstructural alterations that do not exceed Ten Thousand Dollars ($10,000) in its sole discretion for any Tenant’s Alterations which cost per project so long as such Work (a) impacts does not impact the base structural components or systems of the Building, (b) will not impact any other tenant's premises, and (c) is not visible from outside the Premises. Notwithstanding the foregoing, Landlord may withhold its consent in its sole discretion for any Work which (a) impacts the base structural components or the Building systems, (b) impacts any other tenant’s 's premises, or (c) is visible from outside the Premises. Further, as a condition to its consent All improvements or alterations greater than Ten Thousand Dollars ($10,000) shall be performed by Landlord's contractor or other contractor approved in writing by Landlord may require Tenant to remove such Tenant’s Alterations or changes to the Premises upon the expiration or earlier termination of the Term and to restore the Premises to the condition they were in prior to commencing such Tenant’s Alterations, including restoring any damage resulting from such removal, all at Tenant’s expenseconstruction. If Landlord elects to have Tenant remove any item of Tenant’s Alterations, it shall do so in writing at the time it approves the Tenant’s Alterations and Tenant shall have the option not to proceed with the proposed item of Tenant’s Alterations. This Section 5(a) shall not apply to Tenant’s construction of its initial tenant improvements which shall be governed by Exhibit D. Tenant shall promptly reimburse Landlord for actual out-of-pocket costs incurred for review of the plans for and all other items submitted by Tenant’s Alterations. Tenant shall pay for the cost of all Tenant’s AlterationsWork as and when such payment is first due. All Tenant’s Alterations Work shall become the property of Landlord upon its installation, except for Tenant’s 's trade fixtures and any other for items that which Landlord requires Tenant identifies as removable to remove at Tenant's cost at the time it submits its Tenant’s Alterations plans for approval. termination of the Lease pursuant to Section 5E. The following requirements shall apply to all Tenant’s AlterationsWork: (i1) Prior to commencement, Tenant shall furnish to Landlord building permits (if required by applicable law) and permits, certificates of insurance as required by this Leasesatisfactory to Landlord, and, at Landlord's request, security for payment of all costs. (ii2) Tenant shall use good faith efforts to schedule and perform all Tenant’s Alterations Work so as to maintain peace and harmony among other contractors serving the Project and shall use good faith efforts to minimize unreasonable avoid interference with other work to be performed or services to be rendered in the Project. Within two (2) days after notice by Landlord to Tenant that the performance of Tenant’s Alterations is unreasonably interfering with other work or services being rendered in the Project, Tenant shall take such action as is required to eliminate such unreasonable interference. Should Tenant fail to cure such unreasonable interference within such two-day period, Tenant shall be liable for any costs or expenses incurred by Landlord as a result of such unreasonable interference. (iii3) The Tenant’s Alterations Work shall be performed in a good and workmanlike manner, shall be consistent with meeting the standard for construction and quality of work materials in the initial tenant improvements approved by Landlord pursuant to Exhibit DBuilding, and shall comply with all insurance requirements and all applicable governmental laws, ordinances and regulations (“"Governmental Requirements”"). (iv4) Tenant shall use good faith efforts to perform all Tenant’s Alterations Work so as to minimize or prevent disruption to or interference with other tenants, and Tenant shall comply with all reasonable requests of Landlord in response to complaints from other tenants. (v5) [intentionally omitted]Tenant shall perform all Work in compliance with Landlord's "Policies, Rules and Procedures for Construction Projects" in effect at the time the Work is performed. (vi6) If Landlord and Tenant agree to shall permit Landlord or its employees or contractors to perform supervise all or a portion of Tenant’s Alterations, Landlord will be entitled to a reasonable fee to be agreed upon in each case. If Landlord is not permitted to perform Tenant’s Alterations, Landlord may nevertheless review or inspect all of Tenant’s Alterations during normal business hours, at Landlord’s sole costWork. (vii7) Landlord shall specify whether Tenant shall be required to remove the Work pursuant to subparagraph (E) herein upon Termination of the Lease. (8) Upon completion of any Tenant’s Alterations costing in excess of fifty thousand dollars ($50,000) (increasing by $2,500 at the beginning of each Lease Year)completion, Tenant shall furnish Landlord with contractor’s 's affidavits and full and final statutory waivers of liens, as-built plans and specifications, and receipted bills covering all labor and materials, and all other close-out documentation reasonably required by in Landlord's "Policies, Rules and Procedures for Construction Projects" which Tenant acknowledges has been delivered to Tenant with this Lease.

Landlord's Consent and Conditions. From and after the Completion Date, Tenant shall not make any material improvements or alterations to the structural, mechanical Premises or electrical portions of the Premises elsewhere (the “Tenant’s Alterations”"Work") without in each instance submitting plans and specifications and the proposed contractor for the Tenant’s Alterations Work to Landlord and obtaining Landlord’s 's prior written consent, which consent shall not be unreasonably withheld, conditioned conditioned, or delayed. Tenant shall pay Landlord's standard reasonable charge for review of the plans and all other items submitted by Tenant. Landlord may withhold will be deemed to be acting reasonably in withholding its consent in its sole discretion for any Tenant’s Alterations Work which (a) materially and adversely impacts the base structural components or systems of the Building, (b) materially and adversely impacts any other tenant’s 's premises, or (c) is visible from outside the Premises. Further, as a condition to its consent Landlord may require Tenant to remove such Tenant’s Alterations or changes to the Premises upon the expiration or earlier termination of the Term and to restore the Premises to the condition they were in prior to such Tenant’s Alterations, including restoring any damage resulting from such removal, all at Tenant’s expense. If Landlord elects to have Tenant remove any item of Tenant’s Alterations, it shall do so in writing at the time it approves the Tenant’s Alterations and Tenant shall have the option not to proceed with the proposed item of Tenant’s Alterations. This Section 5(a) shall not apply to Tenant’s construction of its initial tenant improvements which shall be governed by Exhibit D. Tenant shall reimburse Landlord for actual out-of-pocket costs incurred for review of the plans for Tenant’s Alterations. Tenant shall pay for the cost of all Tenant’s AlterationsWork. All Tenant’s Alterations Work shall become the property of Landlord upon its installation, except for Tenant’s 's trade fixtures and any other for items that which Landlord requires Tenant identifies as removable to remove at Tenant's cost at the time it submits its Tenant’s Alterations plans for approval. termination of the Lease pursuant to Section 5E. The following requirements shall apply to all Tenant’s AlterationsWork: (i1) Prior to commencement, Tenant shall furnish to Landlord building permits (if required by applicable law) and certificates of insurance as required by this Leasereasonably satisfactory to Landlord. (ii2) Tenant shall use good faith efforts to perform all Tenant’s Alterations Work so as to maintain peace and harmony among other contractors serving the Project and shall use good faith efforts to minimize unreasonable avoid interference with other work to be performed or services to be rendered in the Project. Within two (2) days after notice by Landlord to Tenant that the performance of Tenant’s Alterations is unreasonably interfering with other work or services being rendered in the Project, Tenant shall take such action as is required to eliminate such unreasonable interference. Should Tenant fail to cure such unreasonable interference within such two-day period, Tenant shall be liable for any costs or expenses incurred by Landlord as a result of such unreasonable interference. (iii3) The Tenant’s Alterations Work shall be performed in a good and workmanlike manner, shall be consistent with meeting the standard for construction and quality of work materials in the initial tenant improvements approved by Landlord pursuant to Exhibit DBuilding, and shall comply with all insurance requirements and all applicable governmental laws, ordinances and regulations (“"Governmental Requirements”"). (iv4) Tenant shall use good faith efforts to perform all Tenant’s Alterations Work so as to minimize or prevent disruption to or interference with other tenants, and Tenant shall comply with all reasonable requests of Landlord in response to complaints from other tenants. (v5) [intentionally omitted]Tenant shall perform all Work in compliance with Landlord's "Policies, Rules and Procedures for Construction Projects" in effect at the time the Work is performed. (vi6) If Landlord and Tenant agree to shall permit Landlord or its to supervise all Work. Landlord may charge a supervisory fee not to exceed five percent (5%) of labor, material, and all other costs of the Work, if Landlord's employees or contractors to perform all or a portion of Tenant’s Alterations, Landlord will be entitled to a reasonable fee to be agreed upon in each case. If Landlord is not permitted to perform Tenant’s Alterations, Landlord may nevertheless review or inspect all of Tenant’s Alterations during normal business hours, at Landlord’s sole costthe Work. (vii7) Upon completion of any Tenant’s Alterations costing in excess of fifty thousand dollars ($50,000) (increasing by $2,500 at the beginning of each Lease Year)completion, Tenant shall furnish Landlord with contractor’s 's affidavits and full and final statutory waivers of liens, as-built plans and specifications, and receipted bills covering all labor and materials, and all other close-out documentation reasonably required by in Landlord's "Policies, Rules and Procedures for Construction Projects".

Landlord's Consent and Conditions. Tenant shall not make any material improvements or alterations to the structural, mechanical or electrical portions of the Premises (the “Tenant’s Alterations”"Work") without in each instance submitting plans and specifications and the proposed contractor for the Tenant’s Alterations Work to Landlord and obtaining Landlord’s 's prior written consent, which consent shall not be unreasonably withheld, conditioned withheld or delayeddelayed and shall be deemed given if not refused within ten (10) business days after written request therefor. Landlord may withhold will be deemed to be acting reasonably in withholding its consent in its sole discretion for any Tenant’s Alterations Work which (a) impacts the base structural components or systems of the Building, (b) impacts any other tenant’s 's premises, or (c) is visible from outside the Premises. Further, as a condition to its consent Landlord may require Tenant to remove such Tenant’s Alterations or changes to the Premises upon the expiration or earlier termination of the Term and to restore the Premises to the condition they were in prior to such Tenant’s Alterations, including restoring any damage resulting from such removal, all at Tenant’s expense. If Landlord elects to have Tenant remove any item of Tenant’s Alterations, it shall do so in writing at the time it approves the Tenant’s Alterations and Tenant shall have the option not to proceed with the proposed item of Tenant’s Alterations. This Section 5(a) shall not apply to Tenant’s construction of its initial tenant improvements which shall be governed by Exhibit D. Tenant shall reimburse Landlord for actual out-of-pocket costs incurred for review of the plans for Tenant’s Alterations. Tenant shall pay for the cost of all Tenant’s Alterations. All Tenant’s Alterations shall become the property of Landlord upon its installation, except for Tenant’s trade fixtures and any other items that Tenant identifies as removable at the time it submits its Tenant’s Alterations plans for approval. The following requirements shall apply to all Tenant’s AlterationsWork: (i1) Prior to commencement, Tenant shall furnish to Landlord building permits (if required by applicable law) and permits, certificates of insurance as required by this Leasesatisfactory to Landlord, and, at Landlord's request, security for payment of all costs. (ii2) Tenant Tenant's Work shall use good faith efforts to perform all Tenant’s Alterations so as to maintain peace and harmony among other contractors serving the Project and shall use good faith efforts to minimize unreasonable interference not unreasonably interfere with other work to be performed or services to be rendered in the Project. Within two (2) days after notice by Landlord to Tenant that the performance of Tenant’s Alterations is unreasonably interfering with other work or services being rendered in the Project, Tenant shall take such action as is required to eliminate such unreasonable interference. Should Tenant fail to cure such unreasonable interference within such two-day period, Tenant shall be liable for any costs or expenses incurred by Landlord as a result of such unreasonable interference. (iii3) The Tenant’s Alterations Work shall be performed in a good and workmanlike manner, shall be consistent with meeting the standard for construction and quality of work materials in the initial tenant improvements approved by Landlord pursuant to Exhibit DBuilding, and shall comply with all insurance requirements and all applicable governmental laws, ordinances and regulations (“"Governmental Requirements”"). (iv4) Tenant shall use good faith efforts to perform all Tenant’s Alterations Work so as to minimize or prevent disruption to or interference with other tenants, and Tenant shall comply with all reasonable requests of Landlord in response to complaints from other tenants. (v5) [intentionally omitted]Tenant shall perform all Work in compliance with Landlord's "Policies, Rules and Procedures for Construction Projects" in effect at the time the Work is performed. (vi6) If Landlord and Tenant agree to shall permit Landlord or its to supervise all Work. Landlord may charge a supervisory fee not to exceed seven and one-half percent (7 1/2%) of labor, material, and all other costs of the Work (excluding the Initial Improvements), if Landlord's employees or contractors to perform all or a portion of Tenant’s Alterations, Landlord will be entitled to a reasonable fee to be agreed upon in each case. If Landlord is not permitted to perform Tenant’s Alterations, Landlord may nevertheless review or inspect all of Tenant’s Alterations during normal business hours, at Landlord’s sole costthe Work. (vii7) Upon completion of any Tenant’s Alterations costing in excess of fifty thousand dollars ($50,000) (increasing by $2,500 at the beginning of each Lease Year)completion, Tenant shall furnish Landlord with contractor’s 's affidavits and full and final statutory waivers of liensliens from all contractors and subcontractors, as-built plans and specifications, and receipted bills covering all labor and materials, and all other close-out documentation reasonably required by in Landlord's "Policies, Rules and Procedures for Construction Projects". (8) Tenant shall pay for the cost of all Work.

Landlord's Consent and Conditions. Tenant shall not make any material improvements or alterations to the structural, mechanical or electrical portions of the Premises (the “Tenant’s Alterations”"Work") without in each instance submitting plans and specifications and the proposed contractor for the Tenant’s Alterations Work to Landlord and obtaining Landlord’s 's prior written consent, which . Tenant shall not be unreasonably withheld, conditioned or delayedpay Landlord's standard charge for review of the plans and all other items submitted by Tenant. Landlord may withhold will be deemed to be acting reasonably in withholding its consent in its sole discretion for any Tenant’s Alterations Work which (a) impacts the base structural components or systems of the Building, (b) impacts any other tenant’s 's premises, or (c) is visible from outside the Premises. Further, as a condition to its consent Landlord may require Tenant to remove such Tenant’s Alterations or changes to the Premises upon the expiration or earlier termination of the Term and to restore the Premises to the condition they were in prior to such Tenant’s Alterations, including restoring any damage resulting from such removal, all at Tenant’s expense. If Landlord elects to have Tenant remove any item of Tenant’s Alterations, it shall do so in writing at the time it approves the Tenant’s Alterations and Tenant shall have the option not to proceed with the proposed item of Tenant’s Alterations. This Section 5(a) shall not apply to Tenant’s construction of its initial tenant improvements which shall be governed by Exhibit D. Tenant shall reimburse Landlord for actual out-of-pocket costs incurred for review of the plans for and all other items submitted by Tenant’s Alterations. Tenant shall pay for the cost of all Tenant’s AlterationsWork. All Tenant’s Alterations Work shall become the property of Landlord upon its installation, except for Tenant’s 's trade fixtures and any other for items that which Landlord requires Tenant identifies as removable to remove at Tenant's cost at the time it submits its Tenant’s Alterations plans for approval. termination of the Lease pursuant to Section 3E. The following requirements shall apply to all Tenant’s AlterationsWork: (i1) Prior to commencement, Tenant shall furnish to Landlord building permits (if required by applicable law) and permits, certificates of insurance as required by this Leasesatisfactory to Landlord, and, at Landlord's request, security for payment of all costs. (ii2) Tenant shall use good faith efforts to perform all Tenant’s Alterations Work so as to maintain peace and harmony among other contractors serving the Project and shall use good faith efforts to minimize unreasonable avoid interference with other work to be performed or services to be rendered in the Project. Within two (2) days after notice by Landlord to Tenant that the performance of Tenant’s Alterations is unreasonably interfering with other work or services being rendered in the Project, Tenant shall take such action as is required to eliminate such unreasonable interference. Should Tenant fail to cure such unreasonable interference within such two-day period, Tenant shall be liable for any costs or expenses incurred by Landlord as a result of such unreasonable interference. (iii3) The Tenant’s Alterations Work shall be performed in a good and workmanlike manner, shall be consistent with meeting the standard for construction and quality of work materials in the initial tenant improvements approved by Landlord pursuant to Exhibit DBuilding, and shall comply with all insurance requirements and all applicable governmental laws, ordinances and regulations (“"Governmental Requirements”"). (iv4) Tenant shall use good faith efforts to perform all Tenant’s Alterations Work so as to minimize or prevent disruption to or interference with other tenants, and Tenant shall comply with all reasonable requests of Landlord in response to complaints from other tenants. (v5) [intentionally omitted]Tenant shall perform all Work in compliance with Landlord's "Policies, Rules and Procedures for Construction Projects" in effect at the time the Work is performed. (vi6) If Landlord and Tenant agree to shall permit Landlord or its to supervise all Work. Landlord may charge a supervisory fee not to exceed fifteen percent (15%) of labor, material, and all other costs of the Work, if Landlord's employees or contractors to perform all or a portion of Tenant’s Alterations, Landlord will be entitled to a reasonable fee to be agreed upon in each case. If Landlord is not permitted to perform Tenant’s Alterations, Landlord may nevertheless review or inspect all of Tenant’s Alterations during normal business hours, at Landlord’s sole costthe Work. (vii7) Upon completion of any Tenant’s Alterations costing in excess of fifty thousand dollars ($50,000) (increasing by $2,500 at the beginning of each Lease Year)completion, Tenant shall furnish Landlord with contractor’s 's affidavits and full and final statutory waivers of liens, as-built plans and specifications, and receipted bills covering all labor and materials, and all other close-out documentation reasonably required by in Landlord's "Policies, Rules and Procedures for Construction Projects".

Landlord's Consent and Conditions. Tenant shall not make any material improvements or alterations to the structural, mechanical or electrical portions of the Premises (the “Tenant’s AlterationsWork”) without in each instance submitting plans and specifications and the proposed contractor for the Tenant’s Alterations Work to Landlord and obtaining Landlord’s prior written consent, which shall will not be unreasonably withheld, conditioned but this consent requirement will not apply to Work costing $10,000 or delayedless which does not affect Building structure, roof or systems. Landlord may withhold take into consideration in determining whether to consent to any requested alteration whether it is willing to receive the Premises with the alteration in place at the end of the Lease Term, unless Tenant agrees to remove the alteration in accordance with Sections 5D and E below. Tenant shall pay Landlord’s standard charge for review of the plans and all other items submitted by Tenant. Landlord will be deemed to be acting reasonably in withholding its consent in its sole discretion for any Tenant’s Alterations Work which (a) impacts the base structural components or systems of the Building, (b) impacts any other tenant’s premises, or (c) is visible from outside the Premises. Further, as a condition to its consent Landlord may require Tenant to remove such Tenant’s Alterations or changes to the Premises upon the expiration or earlier termination of the Term and to restore the Premises to the condition they were in prior to such Tenant’s Alterations, including restoring any damage resulting from such removal, all at Tenant’s expense. If Landlord elects to have Tenant remove any item of Tenant’s Alterations, it shall do so in writing at the time it approves the Tenant’s Alterations and Tenant shall have the option not to proceed with the proposed item of Tenant’s Alterations. This Section 5(a) shall not apply to Tenant’s construction of its initial tenant improvements which shall be governed by Exhibit D. Tenant shall reimburse Landlord for actual out-of-pocket costs incurred for review of the plans for Tenant’s Alterations. Tenant shall pay for the cost of all Tenant’s AlterationsWork. All Tenant’s Alterations Work shall become the property of Landlord upon its installation, except for Tenant’s trade fixtures and any other for items that which Landlord requires Tenant identifies as removable to remove at Tenant’s cost at the time it submits its Tenant’s Alterations plans for approval. termination of the Lease pursuant to Section 5E. The following requirements shall apply to all Tenant’s AlterationsWork exceeding $10,000 US: (i1) Prior to commencement, Tenant shall furnish to Landlord building permits (if required by applicable law) and permits, certificates of insurance as required by this Leasesatisfactory to Landlord, and, at Landlord’s request, security for payment of all costs. (ii2) Tenant shall use good faith efforts to perform all Tenant’s Alterations Work so as to maintain peace and harmony among other contractors serving the Project and shall use good faith efforts to minimize unreasonable avoid interference with other work to be performed or services to be rendered in the Project. Within two (2) days after notice by Landlord to Tenant that the performance of Tenant’s Alterations is unreasonably interfering with other work or services being rendered in the Project, Tenant shall take such action as is required to eliminate such unreasonable interference. Should Tenant fail to cure such unreasonable interference within such two-day period, Tenant shall be liable for any costs or expenses incurred by Landlord as a result of such unreasonable interference. (iii3) The Tenant’s Alterations Work shall be performed in a good and workmanlike manner, shall be consistent with meeting the standard for construction and quality of work materials in the initial tenant improvements approved by Landlord pursuant to Exhibit DBuilding, and shall comply with all insurance requirements and all applicable governmental laws, ordinances and regulations (“Governmental Requirements”). (iv4) Tenant shall use good faith efforts to perform all Tenant’s Alterations Work so as to minimize or prevent disruption to or interference with other tenants, and Tenant shall comply with all reasonable requests of Landlord in response to complaints from other tenants. (v5) [intentionally omitted]Tenant shall perform all Work in compliance with Landlord’s “Policies, Rules and Procedures for Construction Projects” in effect at the time the Work is performed. (vi6) If Landlord and Tenant agree to permit Landlord or its employees or contractors to perform all or a portion of Tenant’s Alterations, Landlord will be entitled to a reasonable fee to be agreed upon in each case. If Landlord is not permitted to perform Tenant’s Alterations, Landlord may nevertheless review or inspect all of Tenant’s Alterations during normal business hours, at Landlord’s sole cost[Intentionally omitted.] (vii7) Upon completion of any Tenant’s Alterations costing in excess of fifty thousand dollars ($50,000) (increasing by $2,500 at the beginning of each Lease Year)completion, Tenant shall furnish Landlord with contractor’s affidavits and full and final statutory waivers of liens, as-built plans and specifications, and receipted bills covering all labor and materials, and all other close-out documentation reasonably required by in Landlord’s “Policies, Rules and Procedures for Construction Projects”.

Landlord's Consent and Conditions. Tenant shall not make any material improvements or alterations to the structural, mechanical or electrical portions of the Premises (the “Tenant’s Alterations”"Work") without in each instance submitting plans and specifications and the proposed contractor for the Tenant’s Alterations Work to Landlord and obtaining Landlord’s 's prior written consent; nor shall Tenant change, which alter or modify any existing locks, or install any new or additional locks, upon any doors or other entrances providing access to and from the Premises without in each instance obtaining Landlord's prior written consent and furnishing Landlord with new keys, combinations, codes, or other means of unlocking such doors or entrances so as to afford Landlord access to the Premises in accordance with Article 18 of this Lease. Tenant shall not be unreasonably withheld, conditioned or delayedpay Landlord's standard charge for review of the plans and all other items submitted by Tenant. Landlord may withhold will be deemed to be acting reasonably in withholding its consent in its sole discretion for any Tenant’s Alterations Work which (a) impacts the base structural components or systems of the Building, (b) impacts any other tenant’s 's premises, or (c) is visible from outside the Premises. Further, as a condition to its consent Landlord may require Tenant to remove such Tenant’s Alterations or changes to the Premises upon the expiration or earlier termination of the Term and to restore the Premises to the condition they were in prior to such Tenant’s Alterations, including restoring any damage resulting from such removal, all at Tenant’s expense. If Landlord elects to have Tenant remove any item of Tenant’s Alterations, it shall do so in writing at the time it approves the Tenant’s Alterations and Tenant shall have the option not to proceed with the proposed item of Tenant’s Alterations. This Section 5(a) shall not apply to Tenant’s construction of its initial tenant improvements which shall be governed by Exhibit D. Tenant shall reimburse Landlord for actual out-of-pocket costs incurred for review of the plans for and all other items submitted by Tenant’s Alterations. Tenant shall pay for the cost of all Tenant’s AlterationsWork. All Tenant’s Alterations Work shall become the property of Landlord upon its installation, except for Tenant’s 's trade fixtures and any other for items that which Landlord requires Tenant identifies as removable to remove at Tenant's cost at the time it submits its Tenant’s Alterations plans for approvaltermination of the Lease pursuant to Section 11.5. The following requirements shall apply to all Tenant’s AlterationsWork: (ia) Prior to commencement, Tenant shall furnish to Landlord building permits (if required by applicable law) and permits, certificates of insurance as required by this Leasesatisfactory to Landlord, and, at Landlord's request, security for payment of all costs. (iib) Tenant shall use good faith efforts to perform all Tenant’s Alterations Work so as to maintain peace and harmony among other contractors serving the Project Building and shall use good faith efforts to minimize unreasonable avoid interference with other work to be performed or services to be rendered in the Project. Within two (2) days after notice by Landlord to Tenant that the performance of Tenant’s Alterations is unreasonably interfering with other work or services being rendered in the Project, Tenant shall take such action as is required to eliminate such unreasonable interference. Should Tenant fail to cure such unreasonable interference within such two-day period, Tenant shall be liable for any costs or expenses incurred by Landlord as a result of such unreasonable interferenceBuilding. (iiic) The Tenant’s Alterations Work shall be performed in a good and workmanlike manner, shall be consistent with meeting the standard for construction and quality of work materials in the initial tenant improvements approved by Landlord pursuant to Exhibit DBuilding, and shall comply with all insurance requirements and all applicable governmental laws, ordinances and regulations (“"Governmental Requirements”"). (ivd) Tenant shall use good faith efforts to perform all Tenant’s Alterations Work so as to minimize or prevent disruption to or interference with other tenants, and Tenant shall comply with all reasonable requests of Landlord in response to complaints from other tenants. (ve) [intentionally omitted]Tenant shall perform all Work in compliance with Landlord's "Policies, Rules and Procedures for Construction Projects" in effect at the time the Work is performed. (vif) If Landlord and Tenant agree to shall permit Landlord or its to supervise all Work. Landlord may charge a supervisory fee not to exceed five percent (5%) of labor, material, and all other costs of the Work, if Landlord's employees or contractors to perform all or a portion of Tenant’s Alterations, Landlord will be entitled to a reasonable fee to be agreed upon in each case. If Landlord is not permitted to perform Tenant’s Alterations, Landlord may nevertheless review or inspect all of Tenant’s Alterations during normal business hours, at Landlord’s sole costthe Work. (viig) Upon completion of any Tenant’s Alterations costing in excess of fifty thousand dollars ($50,000) (increasing by $2,500 at the beginning of each Lease Year)completion, Tenant shall furnish Landlord with contractor’s 's affidavits and full and final statutory waivers of liens, as-built plans and specifications, and receipted bills covering all labor and materials, and all other close-out documentation reasonably required by in Landlord's "Policies, Rules and Procedures for Construction Projects".

Landlord's Consent and Conditions. (a) Except for Minor Alterations (as defined below), Tenant shall not make any material improvements or alterations to the structural, mechanical or electrical portions of the Premises (the “Tenant’s Alterations”) without in each instance submitting plans and specifications and the proposed contractor for the Tenant’s Alterations to Landlord and obtaining Landlord’s prior written consent. Tenant shall pay Landlord’s standard charge (or, which shall if Landlord does not be unreasonably withheldhave a standard charge, conditioned or delayedthen Landlord’s actual costs incurred) for review of all of the plans and all other items submitted by Tenant. Landlord may withhold will be deemed to be acting reasonably in withholding its consent in its sole discretion for any Tenant’s Alterations which (ai) impacts the base structural components or systems of the BuildingBuilding Systems, (bii) impacts any other tenant’s premises, or (ciii) is visible from outside the Premises. Further, as a condition or (iv) would utilize building materials or equipment which are inconsistent with Landlord’s standard building materials and equipment for the Building. (b) Landlord’s approval shall not be required for Alterations on the interior of the Premises costing less than Ten Thousand Dollars ($10,000.00) per project (“Minor Alterations”), provided that (i) Landlord would not have the right to its reasonably withhold consent Landlord may require Tenant to remove such Tenant’s Alterations or changes to the Premises upon the expiration or earlier termination Alterations pursuant to clauses (i) through (iv) of the Term Section 5.1(a) above; and (ii) Tenant provides Landlord with written notice of such Minor Alteration, which shall include a copy of any governmental permits required to restore the Premises to the condition they were in complete such Minor Alteration, prior to such Tenant’s Alterations, including restoring any damage resulting from such removal, all at Tenant’s expense. If Landlord elects to have Tenant remove any item of Tenant’s Alterations, it shall do so in writing at the time it approves the Tenant’s Alterations and Tenant shall have the option not to proceed with the proposed item of Tenant’s Alterations. This Section 5(a) shall not apply to Tenant’s commencing construction of its initial tenant improvements which shall be governed by Exhibit D. Tenant shall reimburse Landlord for actual out-of-pocket costs incurred for review of the plans for Tenant’s Alterations. such Minor Alteration. (c) Tenant shall pay for the cost of all Tenant’s Alterations. All Tenant’s Alterations shall become , including the property cost of Landlord upon its installationany and all approvals, except for Tenant’s trade fixtures permits, fees and any other items that Tenant identifies charges which may be required as removable at the time it submits its Tenant’s Alterations plans for approval. a condition of performing such Alterations. (d) The following requirements shall apply to all Tenant’s Alterations: (i) Prior to commencementAt least seven (7) days before beginning any Alterations, Tenant shall furnish to Landlord (1) written notice of the expected commencement date of the Alterations to permit Landlord to post and record a notice of nonresponsibility, (2) building permits permits, (if required by applicable law3) and certificates of insurance as required by this Leasesatisfactory to Landlord, and, (4) at Landlord’s request with respect to Alterations in excess of Twenty-Five Thousand Dollars ($25,000.00), security for payment of all costs. (ii) Tenant shall use good faith efforts to perform all Tenantnot take any action which would violate Landlord’s Alterations so as to maintain peace labor contracts or which would cause a work stoppage, picketing, labor disruption or dispute, or interfere with Landlord’s or any other tenant’s or occupant’s business or with the rights and harmony among other contractors serving the Project and shall use good faith efforts to minimize unreasonable interference with other work to be performed or services to be rendered privileges of any person lawfully in the ProjectBuilding (“Labor Disturbance”). Within two (2) days after notice by Landlord to Tenant that the performance of Tenant’s Alterations is unreasonably interfering with other work or services being rendered in the Project, Tenant shall take such action as is required the actions necessary to eliminate such unreasonable interferenceresolve any Labor Disturbance, and shall have pickets removed and, at the request of Landlord, immediately terminate any work in the Premises that gave rise to the Labor Disturbance, until Landlord gives its written consent for the work to resume. Should Tenant fail to cure such unreasonable interference within such two-day period, Tenant shall be liable have no claim for damages against Landlord or any costs or expenses incurred by of the Landlord Parties as a result of such unreasonable interferencethe above actions. (iii) The Tenant’s Alterations shall be performed in a good and workmanlike manner, shall be consistent with meeting the standard for construction and quality of work materials in the initial tenant improvements approved by Landlord pursuant to Exhibit DBuilding, and shall comply with all insurance requirements and all applicable governmental laws, ordinances and ordinances, regulations or requirements of the United States of America, the State of California, or the ordinances, regulations or requirements of the local municipal or county governing body or other lawful authorities having jurisdiction over the Project, including, without limitation, any such laws, ordinances, regulations or requirements relating to hazardous materials or substances, as those terms are defined by applicable laws now or hereafter in effect (collectively, “Governmental Requirements”). (iv) Tenant shall use good faith efforts to perform all Tenant’s Alterations so as to minimize or prevent disruption to or interference with other tenants, and Tenant shall comply with all reasonable requests of Landlord in response to complaints from other tenants. (v) [intentionally omitted]Tenant shall perform all Alterations in compliance with any “Policies, Rules and Procedures for Construction Projects” which may be in effect at the time the Alterations is performed. (vi) If All Alterations shall be performed only by contractors or mechanics approved by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed; provided, however, that (1) Landlord may, in its sole discretion, specify engineers, general contractors, subcontractors, and Tenant agree to permit Landlord or its employees or contractors architects to perform all or a portion of Tenant’s Alterations, work affecting the Building Systems; and (2) if Landlord will be entitled consents to a reasonable fee any Alterations that requires work to be agreed upon in each case. If Landlord is not permitted to perform Tenant’s Alterationsperformed outside the Premises, Landlord may nevertheless review or inspect all of elect to perform such work at Tenant’s Alterations during normal business hours, at Landlord’s sole costexpense. (vii) Upon completion Tenant shall permit Landlord to supervise all Alterations, including, without limitation, the right (but not an obligation) to inspect the construction work during the progress thereof, and to require corrections of faulty construction or any material deviation from the plans for such Alterations as approved by Landlord; provided, however, that no such inspection shall be deemed to create any liability on the part of Landlord, or constitute a representation by Landlord or any person hired to perform such inspection that the work so inspected conforms with such plans or complies with any Governmental Requirements, and no such inspection shall give rise to a waiver of, or estoppel with respect to, Landlord’s continuing right at any time or from time to time to require the correction of any Tenant’s faulty work or any material deviation from such plans. (viii) Landlord may charge a supervisory fee not to exceed five percent (5%) of labor, material, and all other costs of the Alterations costing in excess to compensate Landlord for its review of fifty thousand dollars plans and its management and supervision of the progress of the work. ($50,000ix) (increasing by $2,500 at the beginning of each Lease Year)Upon completion, Tenant shall furnish Landlord with contractor’s affidavits and full and final statutory waivers of liens, as-built plans and specifications, and receipted bills covering all labor and materials, and all other close-out documentation reasonably related to the Alterations, including any other information required by Landlordunder any “Policies, Rules and Procedures for Construction Projects” which may be in effect at the time.

Landlord's Consent and Conditions. Tenant shall not make any material improvements or alterations to the structural, mechanical or electrical portions of the Premises (the “Tenant’s Alterations”"Work") without in each instance submitting plans and specifications and the proposed contractor for the Tenant’s Alterations Work to Landlord and obtaining Landlord’s 's prior written consentconsent unless (a) the cost thereof is less than $500, which (b) such Work does not impact the base structural components or systems of the Building, (c) such Work will not impact any other tenant's premises, and (d) such Work is not visible from outside the Premises. Tenant shall not be unreasonably withheld, conditioned or delayedpay Landlord's standard charge for review of the plans and all other items submitted by Tenant. Landlord may withhold will be deemed to be acting reasonably in withholding its consent in its sole discretion for any Tenant’s Alterations Work which (a) impacts the base structural components or systems of the Building, (b) impacts any other tenant’s 's premises, or (c) is visible from outside the Premises. Further, as a condition to its consent Landlord may require Tenant to remove such Tenant’s Alterations or changes to the Premises upon the expiration or earlier termination of the Term and to restore the Premises to the condition they were in prior to such Tenant’s Alterations, including restoring any damage resulting from such removal, all at Tenant’s expense. If Landlord elects to have Tenant remove any item of Tenant’s Alterations, it shall do so in writing at the time it approves the Tenant’s Alterations and Tenant shall have the option not to proceed with the proposed item of Tenant’s Alterations. This Section 5(a) shall not apply to Tenant’s construction of its initial tenant improvements which shall be governed by Exhibit D. Tenant shall reimburse Landlord for actual out-of-pocket costs incurred for review of the plans for and all other items submitted by Tenant’s Alterations. Tenant shall pay for the cost of all Tenant’s AlterationsWork. All Tenant’s Alterations Work shall become the property of Landlord upon its installation, except for Tenant’s 's trade fixtures and any other for items that which Landlord requires Tenant identifies as removable to remove at Tenant's cost at the time it submits its Tenant’s Alterations plans for approval. termination of the Lease pursuant to Section 3E. The following requirements shall apply to all Tenant’s AlterationsWork: (i1) Prior to commencement, Tenant shall furnish to Landlord building permits (if required by applicable law) and permits, certificates of insurance as satisfactory to Landlord (including, without limitation, certificates evidencing the insurance Tenant, its contractors and subcontractors are required by this Leaseto maintain under Section 8(C)), and, at Landlord's request, security for payment of all costs. (ii2) Tenant shall use good faith efforts to perform all Tenant’s Alterations Work so as to maintain peace and harmony among other contractors serving the Project and shall use good faith efforts to minimize unreasonable avoid interference with other work to be performed or services to be rendered in the Project. Within two (2) days after notice by Landlord to Tenant that the performance of Tenant’s Alterations is unreasonably interfering with other work or services being rendered in the Project, Tenant shall take such action as is required to eliminate such unreasonable interference. Should Tenant fail to cure such unreasonable interference within such two-day period, Tenant shall be liable for any costs or expenses incurred by Landlord as a result of such unreasonable interference. (iii3) The Tenant’s Alterations Work shall be performed in a good and workmanlike manner, shall be consistent with meeting the standard for construction and quality of work materials in the initial tenant improvements approved by Landlord pursuant to Exhibit DBuilding, and shall comply with all insurance requirements and all applicable governmental laws, ordinances and regulations (“"Governmental Requirements”"). (iv4) Tenant shall use good faith efforts to perform all Tenant’s Alterations Work so as to minimize or prevent disruption to or interference with other tenants, and Tenant shall comply with all reasonable requests of Landlord in response to complaints from other tenants. (v5) [intentionally omitted]Tenant shall perform all Work in compliance with Landlord's "Policies, Rules and Procedures for Construction Projects" in effect at the time the Work is performed. (vi6) If Landlord and Tenant agree to shall permit Landlord or its to supervise all Work. If an only if Landlord's employees or contractors to perform all or a portion of Tenant’s Alterations, Landlord will be entitled to a reasonable fee to be agreed upon in each case. If Landlord is not permitted to perform Tenant’s Alterationsthe Work, Landlord may nevertheless review or inspect charge a supervisory fee not to exceed five percent (5%) of labor, material, and all other costs of Tenant’s Alterations during normal business hours, at Landlord’s sole costthe Work. (vii7) Upon completion of any Tenant’s Alterations costing in excess of fifty thousand dollars ($50,000) (increasing by $2,500 at the beginning of each Lease Year)completion, Tenant shall furnish Landlord with contractor’s affidavits and full and final statutory waivers of liens, as-built plans and specifications, and receipted bills covering all labor and materials, and all other close-out documentation reasonably required by in Landlord's "Policies, Rules and Procedures for Construction Projects" and, if Tenant or Tenant's employees or contractors perform the Work, contractor's affidavits and full and final statutory waivers of liens.

Landlord's Consent and Conditions. Tenant shall not make any material structural or exterior improvements or alterations to the structuralPremises or any alterations affecting the Building systems, mechanical nor any non-structural interior improvements or electrical portions of alterations not affecting the Premises Building systems costing more than $10,000.00 (in either case, the “Tenant’s Alterations”"Work") without in each instance submitting plans and specifications and the proposed contractor for the Tenant’s Alterations Work to Landlord and obtaining Landlord’s 's prior written consent, which consent shall not be unreasonably withheld, conditioned withheld or delayedunduly delayed or conditioned. Landlord may withhold will be deemed to be acting reasonably in withholding its consent in its sole discretion for any Tenant’s Alterations Work to the exterior of the Premises or any Work which (a) impacts the base structural components or systems of the Building, Building or (b) impacts any other tenant’s 's premises, or (c) is visible from outside the Premises. Further, as a condition to its consent Landlord may require Tenant to remove such Tenant’s Alterations or changes to the Premises upon the expiration or earlier termination of the Term and to restore the Premises to the condition they were in prior to such Tenant’s Alterations, including restoring any damage resulting from such removal, all at Tenant’s expense. If Landlord elects to have Tenant remove any item of Tenant’s Alterations, it shall do so in writing at the time it approves the Tenant’s Alterations and Tenant shall have the option not to proceed with the proposed item of Tenant’s Alterations. This Section 5(a) shall not apply to Tenant’s construction of its initial tenant improvements which shall be governed by Exhibit D. Tenant shall reimburse Landlord for actual out-of-pocket costs incurred for review of the plans for and all other items submitted by Tenant’s Alterations, not to exceed $500.00. Unless agreed otherwise, Tenant shall pay for the cost of all Tenant’s AlterationsWork. All Tenant’s Alterations Work shall become the property of Landlord upon its installation, except for (i) Tenant’s 's trade fixtures fixtures, including, without limitation, Tenant's reception area equipment and desk, hanging file systems, secretarial and work stations or systems, supplemental HVAC units, security system, and any other system or item the removal of which will not materially impact the structural integrity of the Building and which other system (i.e., not specifically identified above) was not paid for by Landlord's Contribution (as defined in Appendix C), and (ii) items that which Landlord requires Tenant identifies as removable to remove at Tenant's cost at the time termination of the Lease pursuant to Sections 5D and 5E. Tenant shall designate those items which it submits considers to be its trade fixtures in any request for Landlord's approval of alterations. Any alterations not designated as such in Tenant’s Alterations plans for approval's request shall be deemed not to be trade fixtures. Except as expressly provided above, all Initial Improvements constructed under Appendix C shall become the property of Landlord upon installation, and shall be surrendered to Landlord with the Premises at the termination of this Lease or of Tenant's right to possession. The following requirements shall apply to all Tenant’s AlterationsWork: (i1) Prior to commencement, Tenant shall furnish to Landlord building permits (if required by applicable law) and certificates of insurance as required reasonably satisfactory to Landlord, unless such Work is to be performed by this LeaseLandlord. (ii2) Tenant shall use good faith efforts to perform all Tenant’s Alterations Work so as to maintain peace and harmony among other contractors serving the Project and shall use good faith efforts to minimize avoid unreasonable interference with other work to be performed or services to be rendered in the Project. Within two (2) days after notice by Landlord to Tenant that the performance of Tenant’s Alterations is unreasonably interfering with other work or services being rendered in the Project, Tenant shall take such action as is required to eliminate such unreasonable interference. Should Tenant fail to cure such unreasonable interference within such two-day period, Tenant shall be liable for any costs or expenses incurred by Landlord as a result of such unreasonable interference. (iii3) The Tenant’s Alterations Work shall be performed in a good and workmanlike manner, shall be consistent with meeting the standard for construction and quality of work materials in the initial tenant improvements approved by Landlord pursuant to Exhibit DBuilding, and shall comply with all insurance requirements and all applicable governmental laws, ordinances and regulations (“"Governmental Requirements”"). (iv4) Tenant shall use good faith efforts to perform all Tenant’s Alterations Work so as to minimize or prevent disruption to or interference with other tenants, and Tenant shall comply with all reasonable requests of Landlord in response to complaints from other tenants. (v5) [intentionally omitted]Tenant shall perform all Work in compliance with Landlord's "Policies, Rules and Procedures for Construction Projects" in effect at the time the Work is performed. (vi6) If Landlord and Tenant agree to shall permit Landlord or its to supervise all Work. Landlord may charge a supervisory fee not to exceed seven and one-half percent (7.5%) of labor, material, and all other actual out-of-pocket costs of the Work, if Landlord's employees or contractors to directly perform all or a portion the Work and the total cost of Tenant’s Alterations, Landlord will be entitled to a reasonable fee to be agreed upon in each case. If Landlord is not permitted to perform Tenant’s Alterations, Landlord may nevertheless review or inspect all of Tenant’s Alterations during normal business hours, at Landlord’s sole costsuch Work exceeds $10,000.00. (vii7) Upon completion of any Tenant’s Alterations costing in excess of fifty thousand dollars ($50,000) (increasing by $2,500 at the beginning of each Lease Year)completion, Tenant shall furnish Landlord with contractor’s 's affidavits and full and final statutory waivers of liensliens from all contractors and subcontractors, as-built plans and specifications, and receipted bills covering all labor and materials, and all other close-close- out documentation reasonably required by in Landlord's "Policies, Rules and Procedures for Construction Projects".

Landlord's Consent and Conditions. Tenant shall not make any material structural or exterior improvements or alterations to the structuralPremises or any alterations affecting the Building systems, mechanical nor any non-structural interior improvements or electrical portions of alterations not affecting the Premises Building systems costing more than $10,000.00 (in either case, the “Tenant’s AlterationsWork”) without in each instance submitting plans and specifications and the proposed contractor for the Tenant’s Alterations Work to Landlord and obtaining Landlord’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Landlord may withhold will be deemed to be acting reasonably in withholding its consent in its sole discretion for any Tenant’s Alterations Work to the exterior of the Premises or any Work which (a) impacts the base structural components or the systems of the Building, Building or (b) impacts any other tenant’s premises, or (c) is visible from outside the Premises. Further, as a condition to its consent Landlord may require Tenant to remove such Tenant’s Alterations or changes to the Premises upon the expiration or earlier termination of the Term and to restore the Premises to the condition they were in prior to such Tenant’s Alterations, including restoring any damage resulting from such removal, all at Tenant’s expense. If Landlord elects to have Tenant remove any item of Tenant’s Alterations, it shall do so in writing at the time it approves the Tenant’s Alterations and Tenant shall have the option not to proceed with the proposed item of Tenant’s Alterations. This Section 5(a) shall not apply to Tenant’s construction of its initial tenant improvements which shall be governed by Exhibit D. Tenant shall reimburse Landlord for actual out-of-pocket costs incurred for review of the plans and all other items submitted by Tenant not to exceed $500. Except for Tenant’s Alterations. improvement allowances provided hereunder, Tenant shall pay for the cost of all Tenant’s AlterationsWork. All Tenant’s Alterations Work shall become the property of Landlord upon its installation, except for (i) Tenant’s trade fixtures fixtures, including, without limitation, Tenant’s reception area equipment and desk, hanging file systems, secretarial and work stations or systems, supplemental HVAC units, security system, and any other system or item, the removal of which will not materially impact the structural integrity of the Building or any of the Building’s mechanical, electrical or plumbing systems, and (ii) items that which Landlord requires Tenant identifies as removable to remove at Tenant’s cost at the time termination of the Lease pursuant to Sections 5D and 5E. Tenant shall designate those items which it submits considers to be its trade fixtures in any request for Landlord’s approval of alterations. Any alterations not designated as such in Tenant’s Alterations plans for approvalrequest shall be deemed not to be trade fixtures. The following requirements shall apply to all Tenant’s AlterationsWork: (i1) Prior to commencement, Tenant shall furnish to Landlord building permits (if required by applicable law) and certificates of insurance as required by this Leasereasonably satisfactory to Landlord. (ii2) Tenant shall use good faith efforts to perform all Tenant’s Alterations Work so as to maintain peace and harmony among other contractors serving the Project and shall use good faith efforts to minimize avoid unreasonable interference with other work to be performed or services to be rendered in the Project. Within two (2) days after notice by Landlord to Tenant that the performance of Tenant’s Alterations is unreasonably interfering with other work or services being rendered in the Project, Tenant shall take such action as is required to eliminate such unreasonable interference. Should Tenant fail to cure such unreasonable interference within such two-day period, Tenant shall be liable for any costs or expenses incurred by Landlord as a result of such unreasonable interference. (iii3) The Tenant’s Alterations Work shall be performed in a good and workmanlike manner, shall be consistent with meeting the standard for construction and quality of work materials in the initial tenant improvements approved by Landlord pursuant to Exhibit DBuilding, and shall comply with all insurance requirements and all applicable governmental laws, ordinances and regulations (“Governmental Requirements”). (iv4) Tenant shall use good faith efforts to perform all Tenant’s Alterations Work so as to minimize or prevent disruption to or interference with other tenants, and Tenant shall comply with all reasonable requests of Landlord in response to complaints from other tenants. (v5) [intentionally omitted]Tenant shall perform all Work in compliance with Landlord’s “Policies, Rules and Procedures for Construction Projects” in effect at the time the Work is performed. (vi6) If Landlord and Tenant agree to shall permit Landlord or its to supervise all Work. Landlord may charge a supervisory fee not to exceed seven and one-half percent (7.5%) of labor, material, and all other out-of-pocket costs of the Work, if and only if Landlord’s employees or contractors to perform all or a portion the Work and the total cost of Tenant’s Alterations, Landlord will be entitled to a reasonable fee to be agreed upon in each case. If Landlord is not permitted to perform Tenant’s Alterations, Landlord may nevertheless review or inspect all of Tenant’s Alterations during normal business hours, at Landlord’s sole costsuch Work exceeds $10,000.00. (vii7) Upon completion of any Tenant’s Alterations costing in excess of fifty thousand dollars ($50,000) (increasing by $2,500 at the beginning of each Lease Year)completion, Tenant shall furnish Landlord with contractor’s affidavits and full and final statutory waivers of liensliens from all contractors and subcontractors, as-built plans and specifications, and receipted bills covering all labor and materials, and all other close-out documentation reasonably required by in Landlord’s “Policies, Rules and Procedures for Construction Projects”.

Landlord's Consent and Conditions. Tenant shall not make any material improvements or alterations to the structural, mechanical or electrical portions of the Premises (the “Tenant’s Alterations”"Work") without in each instance submitting in advance plans and specifications and the proposed contractor for the Tenant’s Alterations Work to Landlord Landlord, and without obtaining Landlord’s 's prior written consent, consent which shall not be unreasonably withheld, conditioned withheld or delayed, except that Landlord's consent shall not be required for interior, nonstructural alterations that do not exceed Fifty Thousand Dollars ($50,000) in cost per project so long as (a) such Work does not impact the base structural components or systems of the Building (provided, however, that Tenant may make minor modifications to the Building systems without the Landlord's consent), and (b) such Work is not visible from outside the Premises. Notwithstanding the foregoing, Landlord may withhold its consent in its sole discretion for any Tenant’s Alterations Work which (a) impacts the base structural components or systems of components, or, except as permitted above, the BuildingBuilding systems, (b) impacts any other tenant’s premises, or (c) is visible from outside the Premises. Further, as a or (c) would require penetration of the roof of the Building; provided, however, that Landlord shall not unreasonably withhold, condition to or delay its consent Landlord may require Tenant to remove such Tenant’s Alterations installation of additional equipment to support Building systems and services or changes to roof penetrations related to the Premises upon same or to existing equipment installations. Notwithstanding any provision to the contrary, Tenant shall, at Tenant's cost, on or before the expiration or earlier sooner termination of the Term and to restore the Premises Lease, upon Landlord's request, return to the condition they were in prior existing as of the date hereof, any portion of the Building systems modified by Tenant pursuant to such Tenant’s Alterationsthe terms of this Section, including restoring and, as to any damage resulting from such removalimprovements or alterations for which Tenant shall have otherwise obtained Landlord's consent, all at Tenant’s expense. If Landlord elects to have Tenant remove any item of Tenant’s Alterations, it shall do so in writing upon Landlord's request given at the time it approves the Tenant’s Alterations and Tenant shall have the option not to proceed with the proposed item of Tenant’s Alterations. This Section 5(a) shall not apply to Tenant’s construction of its initial tenant improvements which shall be governed by Exhibit D. consent to the Work. Tenant shall reimburse Landlord for actual Landlord's reasonable out-of-pocket costs incurred for review of the plans for and all other items submitted by Tenant’s Alterations. Tenant shall pay for the cost of all Tenant’s AlterationsWork. All Tenant’s Alterations Work shall become the property of Landlord upon its installation, except for Tenant’s 's trade fixtures and any other equipment that does not affect the functionality of Building systems (collectively, "Trade Fixtures") and for items that which Tenant identifies as removable is required hereunder to remove at Tenant's cost at the time it submits its Tenant’s Alterations plans for approvaltermination of the Lease. The following requirements shall apply to all Tenant’s AlterationsWork: (i1) Prior to commencement, Tenant shall furnish to Landlord building permits (if required by applicable law) and permits, certificates of insurance as required by this Leasereasonably satisfactory to Landlord. (ii2) Tenant shall use good faith efforts to perform all Tenant’s Alterations Work so as to maintain peace and harmony among other contractors serving the Project and shall use good faith efforts to minimize unreasonable avoid interference with other work to be performed or services to be rendered in the Project. Within two (2) days after notice by Landlord to Tenant that the performance of Tenant’s Alterations is unreasonably interfering with other work or services being rendered in the Project, Tenant shall take such action as is required to eliminate such unreasonable interference. Should Tenant fail to cure such unreasonable interference within such two-day period, Tenant shall be liable for any costs or expenses incurred by Landlord as a result of such unreasonable interference. (iii3) The Tenant’s Alterations Work shall be performed in a good and workmanlike manner, shall be consistent with meeting the standard for construction and quality of work materials in the initial tenant improvements approved by Landlord pursuant to Exhibit DBuilding, and shall comply with all insurance requirements and all applicable governmental laws, ordinances and regulations (“"Governmental Requirements”"). (iv4) Tenant shall use good faith efforts to perform all Tenant’s Alterations Work so as to minimize or prevent disruption to or interference with other tenantstenants of the Project, and Tenant shall comply with all reasonable requests of Landlord in response to complaints from other tenantstenants of the Project. (v5) [intentionally omitted]Tenant shall perform all Work in compliance with Tenant's Contractor Information Program dated January 22, 1997, as the same may be modified from time to time with Landlord's reasonable approval and with any additional reasonable policies, rules and regulations of Landlord governing contractor conduct in effect at the time the Work is performed. (vi6) If Landlord and Tenant agree to shall permit Landlord or its to participate in the construction process, which shall include inviting the Landlord to attend construction meetings and permitting the Landlord to have a representative at the job site. If Landlord's employees or contractors to perform all or a portion of Tenant’s Alterations, Landlord will be entitled to a reasonable fee to be agreed upon in each case. If Landlord is not permitted to perform Tenant’s Alterationsthe Work, Landlord may nevertheless review or inspect charge a supervisory fee not to exceed fifteen percent (15%) of labor, material, and all other costs of Tenant’s Alterations during normal business hours, at Landlord’s sole costthe Work. (vii7) Upon completion of any Tenant’s Alterations costing in excess of fifty thousand dollars ($50,000) (increasing by $2,500 at the beginning of each Lease Year)completion, Tenant shall furnish Landlord with contractor’s 's affidavits and full and final statutory waivers of liens, as-built plans and specifications, and receipted bills covering all labor and materials, and all other reasonable close-out documentation reasonably required by Landlord.

Landlord's Consent and Conditions. Tenant shall not make any material improvements or alterations to the structural, mechanical or electrical portions of the Premises (the “Tenant’s AlterationsWork”) without in each instance submitting plans and specifications and the proposed contractor for the Tenant’s Alterations Work to Landlord and obtaining Landlord’s prior written consent, consent which shall not be unreasonably withheld, conditioned unless (a) the cost thereof is less than $25,000 per Building per occurrence, (b) such work does not impact the base structural components or delayedsystems of the Building, (c) such Work will not impact any other tenant’s premises, and (d) such Work is not visible from outside the Premises. Provided that Landlord receives all necessary information and plans from Tenant, Landlord agrees to respond to Tenant’s request for Landlord’s prior written consent to such alterations within ten (10) business days. However, even if Landlord’s prior written consent is not required Tenant shall provide Landlord with prior written notice at least five (5) days in advance of commencing the Work so that Landlord may take appropriate actions (e.g., notify other tenants in the Project, post and record notices of nonresponsibility or other notices deemed by Landlord to be appropriate, request and review applicable insurance certificates) before the commencement of such Work. Tenant shall pay Landlord’s actual out-of- pocket costs-incurred for reviewing of all of the plans and all other items submitted by Tenant. Landlord may withhold will be deemed to be acting reasonably in withholding its consent in its sole discretion for any Tenant’s Alterations Work which (a) impacts the base structural components or systems of the Building, and/or (b) impacts any other tenant’s premises. As part of the Work, Landlord agrees that Tenant shall be entitled to construct exterior equipment pads located outside each Building leased by Tenant hereunder and one or more exterior chemical storage facilities, provided that Tenant shall first submit to Landlord the proposed plans for such Work and obtain Landlord’s written approval of such plans prior to commencing such Work (c) whether such Work is visible from outside performed by Tenant during the Premisesterm of this Lease or during the term of the Proxim Sublease). FurtherLandlord reserves the right to require Tenant, as a condition to at its consent Landlord may require Tenant sole cost and expense, to remove such exterior Work upon termination or expiration of this Lease. Tenant agrees and acknowledges that any parking spaces which may be taken by Tenant in connection with the construction and installation of such pads shall be deducted from Tenant’s Alterations or changes to the Premises upon the expiration or earlier termination parking spaces as set forth in Item 13 of the Term and to restore the Premises to the condition they were in prior to such Tenant’s Alterations, including restoring any damage resulting from such removal, all at Tenant’s expense. If Landlord elects to have Tenant remove any item of Tenant’s Alterations, it shall do so in writing at the time it approves the Tenant’s Alterations and Tenant shall have the option not to proceed with the proposed item of Tenant’s Alterations. This Section 5(a) shall not apply to Tenant’s construction of its initial tenant improvements which shall be governed by Exhibit D. Tenant shall reimburse Landlord for actual out-of-pocket costs incurred for review of the plans for Tenant’s AlterationsSchedule. Tenant shall pay for the cost of all Tenant’s AlterationsWork, including the cost of any and all approvals, permits, fees and other charges which may be required as a condition of performing such Work. All Tenant’s Alterations Upon completion all Work shall become the property of Landlord upon its installationLandlord, except for Tenant’s trade fixtures and any other those items that which Landlord requires Tenant identifies as removable to remove at Tenant’s cost at the time it submits its termination of the Lease pursuant to Section 5E. Notwithstanding anything to the contrary herein, the parties acknowledge and agree that Tenant’s Alterations plans for approvalanechoic chamber shall remain Tenant’s property and be treated herein as a trade fixture, which shall be removed (and any damage caused thereby shall be repaired) at Tenant’s sole cost and expense upon the expiration or termination of this Lease. The following requirements shall apply to all Tenant’s AlterationsWork: (i1) Prior to commencement, Tenant shall furnish to Landlord building permits (if required by applicable law) and permits, certificates of insurance as required by this Leasesatisfactory to Landlord, and, at Landlord’s reasonable request, security for payment of all costs. (ii2) Tenant shall use good faith efforts to perform all Tenant’s Alterations Work so as to maintain peace and harmony among other contractors serving the Project and shall use good faith efforts to minimize unreasonable avoid interference with other work to be performed or services to be rendered in the Project. Within two (2) days after notice by Landlord to Tenant that the performance of Tenant’s Alterations is unreasonably interfering with other work or services being rendered in the Project, Tenant shall take such action as is required to eliminate such unreasonable interference. Should Tenant fail to cure such unreasonable interference within such two-day period, Tenant shall be liable for any costs or expenses incurred by Landlord as a result of such unreasonable interference. (iii3) The Tenant’s Alterations Work shall be performed in a good and workmanlike manner, shall be consistent with meeting the standard for construction and quality of work materials in the initial tenant improvements approved by Landlord pursuant to Exhibit DBuilding, and shall comply with all insurance requirements and all applicable governmental government laws, ordinances and regulations (“Governmental Requirements”). (iv4) Tenant shall use good faith efforts to perform all Tenant’s Alterations Work so as to minimize or prevent disruption to or interference with other tenants, and Tenant shall comply with all reasonable requests of Landlord in response to complaints from other tenants. (v5) [intentionally omitted]Tenant shall perform all Work in compliance with any “Policies, Rules and Procedures for Construction Projects” which may be in effect at the time the Work is performed. (vi6) If Landlord and Tenant agree to shall permit Landlord or its employees or contractors to perform observe all or a portion of Tenant’s Alterations, Landlord will be entitled to a reasonable fee to be agreed upon in each caseWork. If Tenant requests that Landlord is manage any construction Work, then Landlord reserves the right to charge a supervisory fee not permitted to perform Tenant’s Alterationsexceed three percent (3%) of the labor, Landlord may nevertheless review or inspect material, and all other costs of Tenant’s Alterations during normal business hours, at Landlord’s sole costthe Work. (vii7) Upon completion of any Tenant’s Alterations costing in excess of fifty thousand dollars ($50,000) (increasing by $2,500 at the beginning of each Lease Year)completion, Tenant shall furnish Landlord with contractor’s affidavits and full and final statutory waivers of liensliens covering all labor and materials, as-built plans and specifications, and receipted bills covering all labor and materials, and all other close-out documentation related to the Work reasonably required requested by Landlord, including any other information required under any “Policies, Rules and Procedures for Construction Projects” which may be in effect at such time.

Landlord's Consent and Conditions. Tenant shall not make any material improvements or alterations to the structural, mechanical or electrical portions of the Premises (the “Tenant’s Alterations”"Work") without in each instance submitting plans and specifications and the proposed contractor for the Tenant’s Alterations Work to Landlord and obtaining Landlord’s 's prior written consentconsent unless (a) the cost thereof is less than $5,000.00, which (b) such Work does not impact the base structural components or systems of the Buildings, (c) such Work will not impact any other tenant's premises, and (d) such Work is not visible from outside the Premises. Tenant shall not be unreasonably withheld, conditioned or delayedpay Landlord's standard charge for review of the plans and all other items submitted by Tenant. Landlord may withhold will be deemed to be acting reasonably in withholding its consent in its sole discretion for any Tenant’s Alterations Work which (a) impacts the base structural components or systems of the BuildingBuildings, (b) impacts any other tenant’s 's premises, or (c) is visible from outside the Premises. Further, as a condition to its consent Landlord may require Tenant to remove such Tenant’s Alterations or changes to the Premises upon the expiration or earlier termination of the Term and to restore the Premises to the condition they were in prior to such Tenant’s Alterations, including restoring any damage resulting from such removal, all at Tenant’s expense. If Landlord elects to have Tenant remove any item of Tenant’s Alterations, it shall do so in writing at the time it approves the Tenant’s Alterations and Tenant shall have the option not to proceed with the proposed item of Tenant’s Alterations. This Section 5(a) shall not apply to Tenant’s construction of its initial tenant improvements which shall be governed by Exhibit D. Tenant shall reimburse Landlord for actual out-of-pocket costs incurred for review of the plans for and all other items submitted by Tenant’s Alterations. Tenant shall pay for the cost of all Tenant’s AlterationsWork. All Tenant’s Alterations Work shall become the property of Landlord upon its installation, except for Tenant’s 's trade fixtures and any other for items that which Landlord requires Tenant identifies as removable to remove at Tenant's cost at the time it submits its Tenant’s Alterations plans for approval. termination of the Lease pursuant to Section 5E. The following requirements shall apply to all Tenant’s AlterationsWork: (i1) Prior to commencement, Tenant shall furnish to Landlord building permits (if required by applicable law) and permits, certificates of insurance as satisfactory to Landlord (including, without limitation, certificates evidencing the insurance Tenant, its contractors and subcontractors are required by this Leaseto maintain under Section 8(C)), and, at Landlord's request, security for payment of all costs. (ii2) Tenant shall use good faith efforts to perform all Tenant’s Alterations Work so as to maintain peace and harmony among other contractors serving the Project and shall use good faith efforts to minimize unreasonable avoid interference with other work to be performed or services to be rendered in the Project. Within two (2) days after notice by Landlord to Tenant that the performance of Tenant’s Alterations is unreasonably interfering with other work or services being rendered in the Project, Tenant shall take such action as is required to eliminate such unreasonable interference. Should Tenant fail to cure such unreasonable interference within such two-day period, Tenant shall be liable for any costs or expenses incurred by Landlord as a result of such unreasonable interference. (iii3) The Tenant’s Alterations Work shall be performed in a good and workmanlike manner, shall be consistent with meeting the standard for construction and quality of work materials in the initial tenant improvements approved by Landlord pursuant to Exhibit DBuildings, and shall comply with all insurance requirements and all applicable governmental laws, ordinances and regulations (“"Governmental Requirements”"). (iv4) Tenant shall use good faith efforts to perform all Tenant’s Alterations Work so as to minimize or prevent disruption to or interference with other tenants, and Tenant shall comply with all reasonable requests of Landlord in response to complaints from other tenants. (v5) [intentionally omitted]Tenant shall perform all Work in compliance with any of Landlord's reasonable policies and procedures for construction projects in effect at the time the Work is performed. (vi6) If Landlord and Tenant agree to shall permit Landlord or its to supervise all Work. Landlord may charge a supervisory fee not to exceed fifteen percent (15%) of labor, material, and all other costs of the Work, if Landlord's employees or contractors to perform all or a portion of Tenant’s Alterations, Landlord will be entitled to a reasonable fee to be agreed upon in each case. If Landlord is not permitted to perform Tenant’s Alterations, Landlord may nevertheless review or inspect all of Tenant’s Alterations during normal business hours, at Landlord’s sole costthe Work. (vii7) Upon completion of any Tenant’s Alterations costing in excess of fifty thousand dollars ($50,000) (increasing by $2,500 at the beginning of each Lease Year)completion, Tenant shall furnish Landlord with contractor’s 's affidavits and full and final statutory waivers of liens, as-built plans and specifications, and receipted bills covering all labor and materials, and all other close-out documentation reasonably required by Landlord.

Landlord's Consent and Conditions. Tenant shall not make any material improvements or alterations to the structural, mechanical or electrical portions of the Premises (the “Tenant’s Alterations”"Work") without in each instance submitting plans and specifications and the proposed contractor for the Tenant’s Alterations Work to Landlord and obtaining Landlord’s 's prior written consent, which . Tenant shall not be unreasonably withheld, conditioned or delayedpay Landlord's standard charge for review of the plans and all other items submitted by Tenant. Landlord may withhold will be deemed to be acting reasonably in withholding its consent in its sole discretion for any Tenant’s Alterations Work which (a) impacts the base structural components or systems of the Building, (b) impacts any other tenant’s 's premises, or (c) is visible from outside the Premises. Further, as a condition to its consent Landlord may require Tenant to remove such Tenant’s Alterations or changes to the Premises upon the expiration or earlier termination of the Term and to restore the Premises to the condition they were in prior to such Tenant’s Alterations, including restoring any damage resulting from such removal, all at Tenant’s expense. If Landlord elects to have Tenant remove any item of Tenant’s Alterations, it shall do so in writing at the time it approves the Tenant’s Alterations and Tenant shall have the option not to proceed with the proposed item of Tenant’s Alterations. This Section 5(a) shall not apply to Tenant’s construction of its initial tenant improvements which shall be governed by Exhibit D. Tenant shall reimburse Landlord for actual out-of-pocket costs incurred for review of the plans for and all other items submitted by Tenant’s Alterations. Tenant shall pay for the cost of all Tenant’s AlterationsWork. All Tenant’s Alterations Work shall become the property of Landlord upon its installation, except for Tenant’s 's trade fixtures and any other for items that which Landlord requires Tenant identifies as removable to remove at Tenant's cost at the time it submits its Tenant’s Alterations plans for approval. termination of the Lease pursuant to Section 3E. The following requirements shall apply to all Tenant’s AlterationsWork: (i) a. Prior to commencement, Tenant shall furnish to Landlord building permits (if required by applicable law) and permits, certificates of insurance as required by this Leasesatisfactory to Landlord, and, at Landlord's request, security for payment of all costs. (ii) b. Tenant shall use good faith efforts to perform all Tenant’s Alterations Work so as to maintain peace and harmony among other contractors serving the Project and shall use good faith efforts to minimize unreasonable avoid interference with other work to be performed or services to be rendered in the Project. Within two (2) days after notice by Landlord to Tenant that the performance of Tenant’s Alterations is unreasonably interfering with other work or services being rendered in the Project, Tenant shall take such action as is required to eliminate such unreasonable interference. Should Tenant fail to cure such unreasonable interference within such two-day period, Tenant shall be liable for any costs or expenses incurred by Landlord as a result of such unreasonable interference. (iii) c. The Tenant’s Alterations Work shall be performed in a good and workmanlike manner, shall be consistent with meeting the standard for construction and quality of work materials in the initial tenant improvements approved by Landlord pursuant to Exhibit DBuilding, and shall comply with all insurance requirements and all applicable governmental laws, ordinances and regulations (“"Governmental Requirements”"). (iv) d. Tenant shall use good faith efforts to perform all Tenant’s Alterations Work so as to minimize or prevent disruption to or interference with other tenants, and Tenant shall comply with all reasonable requests of Landlord in response to complaints from other tenants. (v) [intentionally omitted]e. Tenant shall perform all Work in compliance with Landlord's "Policies, Rules and Procedures for Construction Projects" in effect at the time the Work is performed. (vi) If Landlord and f. Tenant agree to shall permit Landlord or its employees or contractors to perform supervise all or a portion of Tenant’s Alterations, Landlord will be entitled to a reasonable fee to be agreed upon in each caseWork. If Landlord is not permitted to perform Tenant’s Alterations, Landlord may nevertheless review or inspect charge a supervisory fee not to exceed fifteen percent (15%) of labor, material, and all other costs of Tenant’s Alterations during normal business hours, at Landlord’s sole costthe Work. (vii) g. Upon completion of any Tenant’s Alterations costing in excess of fifty thousand dollars ($50,000) (increasing by $2,500 at the beginning of each Lease Year)completion, Tenant shall furnish Landlord with contractor’s 's affidavits and full and final statutory waivers of liens, as-built plans and specifications, and receipted bills covering all labor and materials, and all other close-out documentation reasonably required by in Landlord's "Policies, Rules and Procedures for Construction Projects".

Landlord's Consent and Conditions. (a) Tenant shall not make any material improvements or alterations to the structural, mechanical or electrical portions of the Premises (the “Tenant’s "Alterations”") without in each instance submitting plans and specifications and the proposed contractor for the Tenant’s Alterations to Landlord and obtaining Landlord’s 's prior written consent. Tenant shall pay Landlord's standard charge (or, which shall if Landlord does not be unreasonably withheldhave a standard charge, conditioned or delayedthen Landlord's actual costs incurred) for review of all of the plans and all other items submitted by Tenant. Landlord may withhold will be deemed to be acting reasonably in withholding its consent in its sole discretion for any Tenant’s Alterations which (ai) impacts the base structural components or systems of the BuildingBuilding Systems, (bii) impacts any other tenant’s 's premises, or (ciii) is visible from outside the Premises. Further, as a condition to its consent Landlord may require Tenant to remove such Tenant’s Alterations or changes to (iv) would utilize building materials or equipment which are inconsistent with Landlord's standard building materials and equipment for the Premises upon the expiration or earlier termination of the Term and to restore the Premises to the condition they were in prior to such Tenant’s Alterations, including restoring any damage resulting from such removal, all at Tenant’s expense. If Landlord elects to have Tenant remove any item of Tenant’s Alterations, it shall do so in writing at the time it approves the Tenant’s Alterations and Tenant shall have the option not to proceed with the proposed item of Tenant’s Alterations. This Section 5(aProject. (b) shall not apply to Tenant’s construction of its initial tenant improvements which shall be governed by Exhibit D. Tenant shall reimburse Landlord for actual out-of-pocket costs incurred for review of the plans for Tenant’s Alterations. Tenant shall pay for the cost of all Tenant’s Alterations. All Tenant’s Alterations shall become , including the property cost of Landlord upon its installationany and all approvals, except for Tenant’s trade fixtures permits, fees and any other items that Tenant identifies charges which may be required as removable at the time it submits its Tenant’s Alterations plans for approval. a condition of performing such Alterations. (c) The following requirements shall apply to all Tenant’s Alterations: (i) Prior to commencementAt least seven (7) days before beginning any Alterations, Tenant shall furnish to Landlord (1) written notice of the expected commencement date of the Alterations to permit Landlord to post and record a notice of nonresponsibility, (2) building permits permits, and (if required by applicable law3) and certificates of insurance as required by this Leasesatisfactory to Landlord. (ii) Tenant shall use good faith efforts to perform all Tenant’s Alterations so as to maintain peace not take any action which would violate Landlord's labor contracts or which would cause a work stoppage, picketing, labor disruption or dispute, or interfere with Landlord's or any other tenant's or occupant's business or with the rights and harmony among other contractors serving privileges of any person lawfully in the Project and shall use good faith efforts to minimize unreasonable interference with other work to be performed or services to be rendered in the Project("Labor Disturbance"). Within two (2) days after notice by Landlord to Tenant that the performance of Tenant’s Alterations is unreasonably interfering with other work or services being rendered in the Project, Tenant shall take such action as is required the actions necessary to eliminate such unreasonable interferenceresolve any Labor Disturbance, and shall have pickets removed and, at the request of Landlord, immediately terminate any work in the Premises that gave rise to the Labor Disturbance, until Landlord gives its written consent for the work to resume. Should Tenant fail to cure such unreasonable interference within such two-day period, Tenant shall be liable have no claim for damages against Landlord or any costs or expenses incurred by of the Landlord Parties as a result of such unreasonable interferencethe above actions. (iii) The Tenant’s Alterations shall be performed in a good and workmanlike manner, shall be consistent with meeting the standard for construction and quality of work materials in the initial tenant improvements approved by Landlord pursuant to Exhibit DProject, and shall comply with all insurance requirements and all applicable governmental laws, ordinances and ordinances, regulations or requirements of the United States of America, the State of California, or the ordinances, regulations or requirements of the local municipal or county governing body or other lawful authorities having jurisdiction over the Project, including, without limitation, any such laws, ordinances, regulations or requirements relating to hazardous materials or substances, as those terms are defined by applicable laws now or hereafter in effect (“collectively, "Governmental Requirements”"). (iv) Tenant shall use good faith efforts to perform all Tenant’s Alterations so as to minimize or prevent disruption to or interference with other tenants, and Tenant shall comply with all reasonable requests of Landlord in response to complaints from other tenants. (v) [intentionally omitted]Tenant shall perform all Alterations in compliance with any reasonable "Policies, Rules and Procedures for Construction Projects" which may be in effect at the time the Alterations is performed. (vi) If All Alterations shall be performed only by contractors or mechanics approved by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed; provided, however, that (1) Landlord may, in its sole discretion, specify engineers, general contractors, subcontractors, and Tenant agree to permit Landlord or its employees or contractors architects to perform all or a portion of Tenant’s Alterations, work affecting the Building Systems; and (2) if Landlord will be entitled consents to a reasonable fee any Alterations that requires work to be agreed upon in each case. If Landlord is not permitted to perform Tenant’s Alterationsperformed outside the Premises, Landlord may nevertheless review or inspect all of elect to perform such work at Tenant’s Alterations during normal business hours, at Landlord’s sole cost's expense. (vii) Upon completion Tenant shall permit Landlord to supervise all Alterations, including, without limitation, the right (but not an obligation) to inspect the construction work during the progress thereof, and to require corrections of faulty construction or any material deviation from the plans for such Alterations as approved by Landlord; provided, however, that no such inspection shall be deemed to create any liability on the part of Landlord, or constitute a representation by Landlord or any person hired to perform such inspection that the work so inspected conforms with such plans or complies with any Governmental Requirements, and no such inspection shall give rise to a waiver of, or estoppel with respect to, Landlord's continuing right at any time or from time to time to require the correction of any Tenant’s faulty work or any material deviation from such plans. (viii) Tenant shall reimburse Landlord for actual and reasonable costs incurred by Landlord in connection with its management and supervision of the progress of the Alterations; provided, however, that Tenant shall have no obligation to pay Landlord under this Section 5.1(c)(viii) in the case of Alterations costing in excess of fifty thousand dollars less than Twenty-Five Thousand Dollars ($50,00025,000.00). (ix) (increasing by $2,500 at the beginning of each Lease Year)Upon completion, Tenant shall furnish Landlord with contractor’s 's affidavits and full and final statutory waivers of liens, as-built plans and specifications, and receipted bills covering all labor and materials, and all other close-out documentation reasonably related to the Alterations, including any other information required by Landlordunder any "Policies, Rules and Procedures for Construction Projects" which may be in effect at the time.

Landlord's Consent and Conditions. Tenant shall not make any material improvements or alterations to the structural, mechanical or electrical portions of the Premises (the “Tenant’s AlterationsWork”) without in each instance submitting plans and specifications and the proposed contractor for the Tenant’s Alterations Work to Landlord and obtaining Landlord’s prior written consentconsent unless (a) the cost thereof is less than $50,000.00, which shall (b) such Work does not be unreasonably withheldimpact the base structural components or systems of the Building, conditioned or delayed(c) such Work will not impact any other tenant’s premises, and (d) such Work is not visible from outside the Premises. Landlord may withhold will be deemed to be acting reasonably in withholding its consent in its sole discretion for any Tenant’s Alterations Work which (a) impacts compromises the base structural components or systems of the Building, (b) impacts any other tenant’s premises, or (c) is visible from outside the Premises. Further, as a condition to its consent Landlord may require Tenant to remove such Tenant’s Alterations or changes to the Premises upon the expiration or earlier termination of the Term and to restore the Premises to the condition they were in prior to such Tenant’s Alterations, including restoring any damage resulting from such removal, all at Tenant’s expense. If Landlord elects to have Tenant remove any item of Tenant’s Alterations, it shall do so in writing at the time it approves the Tenant’s Alterations and Tenant shall have the option not to proceed with the proposed item of Tenant’s Alterations. This Section 5(a) shall not apply to Tenant’s construction of its initial tenant improvements which shall be governed by Exhibit D. Tenant shall reimburse Landlord for actual out-of-pocket costs incurred for review of the plans for and all other items submitted by Tenant’s Alterations. Tenant shall pay for the cost of all Tenant’s AlterationsWork. All Tenant’s Alterations Work shall become the property of Landlord upon its installation, except for Tenant’s trade fixtures fixtures, equipment and any other personal property and for items that which Landlord requires Tenant identifies as removable to remove at Tenant’s cost at the time it submits its Tenant’s Alterations plans for approval. termination of the Lease pursuant to Section 5E. The following requirements shall apply to all Tenant’s AlterationsWork: (i1) Prior to commencement, Tenant shall furnish to Landlord building permits (if required by applicable law) and permits, certificates of insurance as reasonably satisfactory to Landlord (including, without limitation, certificates evidencing the insurance Tenant, its contractors and subcontractors are required by this Leaseto maintain under Section 8(C)), and, at Landlord’s request, security for payment of all costs. (ii2) Tenant shall use good faith efforts to perform all Tenant’s Alterations Work so as to maintain peace and harmony among other contractors serving the Project and shall use good faith efforts to minimize unreasonable avoid interference with other work to be performed or services to be rendered in the Project. Within two (2) days after notice by Landlord to Tenant that the performance of Tenant’s Alterations is unreasonably interfering with other work or services being rendered in the Project, Tenant shall take such action as is required to eliminate such unreasonable interference. Should Tenant fail to cure such unreasonable interference within such two-day period, Tenant shall be liable for any costs or expenses incurred by Landlord as a result of such unreasonable interference. (iii3) The Tenant’s Alterations Work shall be performed in a good and workmanlike manner, shall be consistent with meeting the standard for construction and quality of work materials in the initial tenant improvements approved by Landlord pursuant to Exhibit DBuilding, and shall comply with all insurance requirements and all applicable governmental laws, ordinances and regulations (“Governmental Requirements”). (iv4) Tenant shall use good faith efforts to perform all Tenant’s Alterations Work so as to minimize or prevent disruption to or interference with other tenants, and Tenant shall comply with all reasonable requests of Landlord in response to complaints from other tenants. (v5) [intentionally omitted]Tenant shall perform all Work in compliance with Landlord’s reasonable requirements. (vi6) If Landlord and Tenant agree to shall permit Landlord or its employees or contractors to perform monitor all or a portion of Tenant’s Alterations, Landlord will be entitled to a reasonable fee to be agreed upon in each case. If Landlord is not permitted to perform Tenant’s Alterations, Landlord may nevertheless review or inspect all of Tenant’s Alterations during normal business hours, at Landlord’s sole costWork. (vii7) Upon completion of any Tenant’s Alterations costing in excess of fifty thousand dollars ($50,000) (increasing by $2,500 at the beginning of each Lease Year)completion, Tenant shall furnish Landlord with contractor’s affidavits and full and final statutory waivers of liens, as-built plans and specifications, and receipted bills covering all labor and materials, and all other close-out documentation reasonably required by in Landlord’s policies, rules and procedures for construction projects.

Landlord's Consent and Conditions. Tenant shall not make any material improvements or alterations to the structural, mechanical or electrical portions of the Premises (the “Tenant’s Alterations”"Work") without in each instance submitting plans and specifications and the proposed contractor for the Tenant’s Alterations Work to Landlord and obtaining Landlord’s 's prior written consent, which . Tenant shall not be unreasonably withheld, conditioned or delayedpay Landlord's standard charge for review of the plans and all other items submitted by Tenant. Landlord may withhold will be deemed to be acting reasonably in withholding its consent in its sole discretion for any Tenant’s Alterations Work which (a) impacts the base structural components or systems of the Building, (b) impacts any other tenant’s 's premises, or (c) is visible from outside the Premises. Further, as a condition to its consent Landlord may require Tenant to remove such Tenant’s Alterations or changes to the Premises upon the expiration or earlier termination of the Term and to restore the Premises to the condition they were in prior to such Tenant’s Alterations, including restoring any damage resulting from such removal, all at Tenant’s expense. If Landlord elects to have Tenant remove any item of Tenant’s Alterations, it shall do so in writing at the time it approves the Tenant’s Alterations and Tenant shall have the option not to proceed with the proposed item of Tenant’s Alterations. This Section 5(a) shall not apply to Tenant’s construction of its initial tenant improvements which shall be governed by Exhibit D. Tenant shall reimburse Landlord for actual out-of-pocket costs incurred for review of the plans for and all other items submitted by Tenant’s Alterations. Tenant shall pay for the cost of all Tenant’s AlterationsWork, provided that Work in connection with the Initial Improvements shall be subject to the Tenant Improvement Agreement. All Tenant’s Alterations Work shall become the property of Landlord upon its installation, except for Tenant’s 's trade fixtures and any other for items that which Landlord requires Tenant identifies as removable to remove at Tenant's cost at the time termination of the Lease pursuant to Section 5E. Tenant shall designate those items which it submits considers to be its trade fixtures in any request for Landlord's approval of alterations. Any alterations not designated as such in Tenant’s Alterations plans for approval's request shall be deemed not to be trade fixtures. All Initial Improvements constructed under Appendix C shall become the property of Landlord upon installation, and shall be surrendered to Landlord with the Premises at the termination of this Lease or of Tenant's right to possession. The following requirements shall apply to all Tenant’s AlterationsWork: (i1) Prior to commencement, Tenant shall furnish to Landlord building permits (if required by applicable law) and permits, certificates of insurance as required by this Leasesatisfactory to Landlord, and, at Landlord's request, security for payment of all costs. (ii2) Tenant shall use good faith efforts to perform all Tenant’s Alterations Work so as to maintain peace and harmony among other contractors serving the Project and shall use good faith efforts to minimize unreasonable avoid interference with other work to be performed or services to be rendered in the Project. Within two (2) days after notice by Landlord to Tenant that the performance of Tenant’s Alterations is unreasonably interfering with other work or services being rendered in the Project, Tenant shall take such action as is required to eliminate such unreasonable interference. Should Tenant fail to cure such unreasonable interference within such two-day period, Tenant shall be liable for any costs or expenses incurred by Landlord as a result of such unreasonable interference. (iii3) The Tenant’s Alterations Work shall be performed in a good and workmanlike manner, shall be consistent with meeting the standard for construction and quality of work materials in the initial tenant improvements approved by Landlord pursuant to Exhibit DBuilding, and shall comply with all insurance requirements and all applicable governmental laws, ordinances and regulations (“"Governmental Requirements”"). (iv4) Tenant shall use good faith efforts to perform all Tenant’s Alterations Work so as to minimize or prevent disruption to or interference with other tenants, and Tenant shall comply with all reasonable requests of Landlord in response to complaints from other tenants. (v5) [intentionally omitted]Tenant shall perform all Work in compliance with Landlord's "Policies, Rules and Procedures for Construction Projects" in effect at the time the Work is performed. (vi6) If Landlord and Tenant agree to shall permit Landlord or its to supervise all Work. Landlord may charge a supervisory fee not to exceed fifteen percent (15%) of labor, material, and all other costs of the Work, if Landlord's employees or contractors to perform all or a portion of Tenant’s Alterations, Landlord will be entitled to a reasonable fee to be agreed upon in each case. If Landlord is not permitted to perform Tenant’s Alterations, Landlord may nevertheless review or inspect all of Tenant’s Alterations during normal business hours, at Landlord’s sole costthe Work. (vii7) Upon completion of any Tenant’s Alterations costing in excess of fifty thousand dollars ($50,000) (increasing by $2,500 at the beginning of each Lease Year)completion, Tenant shall furnish Landlord with contractor’s 's affidavits and full and final statutory waivers of liensliens from all contractors and subcontractors, as-built plans and specifications, and receipted bills covering all labor and materials, and all other close-out documentation reasonably required by in Landlord's "Policies, Rules and Procedures for Construction Projects".

Landlord's Consent and Conditions. Tenant shall not make any material improvements or alterations to the structural, mechanical or electrical portions of the Premises (the “Tenant’s Alterations”) without in each instance submitting plans and specifications and the proposed contractor for the Tenant’s Alterations to Landlord and obtaining Landlord’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. Landlord may withhold its consent in its sole discretion for any Tenant’s Alterations which (ai) impacts adversely impact, in Landlord's sole discretion, the base structural components or the heating, air conditioning, ventilation, electrical, plumbing or mechanical systems (collectively, the "Systems") of the Building, or (ii) impact any other tenant's premises (collectively, the "Systems/Structure Work"), without submitting plans and specifications therefor to Landlord, and obtaining Landlord's prior written consent thereto (which consent may be withheld in Landlord's sole discretion). Tenant shall not make any improvements or alterations in or additions, changes or installations to the Premises which are not deemed Systems/Structure Work pursuant to this Paragraph 5A, without submitting plans and specifications therefor to Landlord, and obtaining Landlord's prior written consent thereto, if (a) the cost thereof is in excess of $10,000.00, or (b) impacts any other tenant’s premisessuch improvements, alterations, additions, changes or installations are visible from outside the Premises, or (c) is visible from outside any improvements, alterations, additions, changes or installations which impact the PremisesSystems but are not deemed Systems/Structure Work by Landlord in its sole discretion (collectively, the "Consent Work"). FurtherTenant shall be allowed to make any improvements or alterations in or additions, as a condition to its consent Landlord may require Tenant to remove such Tenant’s Alterations changes or changes installations to the Premises upon which are not deemed Systems/Structure Work or Consent Work pursuant to this Section 5A without Landlord's consent (collectively, the expiration "Non-Consent Work"). For purposes of this Lease, Systems/Structure Work, Consent Work, Non-Consent Work and Initial Improvements are sometimes collectively referred to herein as the "Work". Landlord hereby agrees to inform Tenant of its approval or earlier termination disapproval of the Term any such Systems/Structure Work or Consent Work within fifteen (15) days after receipt of a complete set of plans and to restore the Premises to the condition they were in prior to such Tenant’s Alterations, including restoring any damage resulting from such removal, all at Tenant’s expensespecifications therefor. If Landlord elects fails to have Tenant remove any item of Tenant’s Alterationsrespond in such 15-day period, it such Work shall do so in writing at the time it approves the Tenant’s Alterations and be deemed approved. Tenant shall have the option not to proceed with the proposed item of Tenant’s Alterations. This Section 5(a) shall not apply to Tenant’s construction of its initial tenant improvements which shall be governed by Exhibit D. Tenant shall reimburse Landlord for actual out-of-pocket costs incurred pay Landlord's standard charge for review of the plans for Tenant’s Alterationsand all other items submitted by Tenant (which is currently $75.00 per hour). With respect to Systems/Structure Work and Consent Work, Landlord may impose any conditions it chooses on such consent. Except as provided in Addendum D below, Tenant shall pay for the cost of all Tenant’s AlterationsWork. All Tenant’s Alterations The Work shall become the property of Landlord upon its installation, except for Tenant’s trade fixtures and any other items that Tenant identifies as removable at the time it submits its Tenant’s Alterations plans for approvalbe performed by contractors acceptable to Landlord. The following requirements shall apply to all Tenant’s AlterationsWork: (i1) Prior to commencementcommencement of either Systems/Structure Work or Consent Work, Tenant shall furnish to Landlord building permits (if required by applicable law) and certificates of insurance as required by this Leasesatisfactory to Landlord. (ii2) Tenant shall use good faith efforts to perform all Tenant’s Alterations Work so as to maintain peace and harmony among other contractors serving the Project and shall use good faith efforts to minimize unreasonable avoid interference with other work to be performed or services to be rendered in the Project. Within two (2) days after notice by Landlord to Tenant that the performance of Tenant’s Alterations is unreasonably interfering with other work or services being rendered in the Project, Tenant shall take such action as is required to eliminate such unreasonable interference. Should Tenant fail to cure such unreasonable interference within such two-day period, Tenant shall be liable for any costs or expenses incurred by Landlord as a result of such unreasonable interference. (iii3) The Tenant’s Alterations Work shall be performed in a good and workmanlike manner, shall be consistent with meeting the standard for construction and quality of work materials in the initial tenant improvements approved by Landlord pursuant to Exhibit DBuilding, and shall comply with all insurance requirements and all applicable governmental laws, ordinances and regulations (“Governmental Requirements”)regulations. (iv4) Tenant shall use good faith efforts permit Landlord to perform supervise all Tenant’s Alterations so as Work. Landlord may charge a supervisory fee not to minimize or prevent disruption to or interference with other tenantsexceed five percent (5%) of labor, material, and Tenant shall comply with all reasonable requests other costs of Landlord in response to complaints from other tenantsthe Work, if Tenant's employees or contractors perform the Work. (v5) [intentionally omitted]Prior to commencement of any Work, Tenant shall furnish Landlord with plans and specifications for the same. (vi) If Landlord and Tenant agree to permit Landlord or its employees or contractors to perform all or a portion of Tenant’s Alterations, Landlord will be entitled to a reasonable fee to be agreed upon in each case. If Landlord is not permitted to perform Tenant’s Alterations, Landlord may nevertheless review or inspect all of Tenant’s Alterations during normal business hours, at Landlord’s sole cost. (vii6) Upon completion of any Tenant’s Alterations costing in excess of fifty thousand dollars ($50,000) (increasing by $2,500 at the beginning of each Lease Year)completion, Tenant shall furnish Landlord with contractor’s 's affidavits and full and final statutory waivers of liens, as-built plans and specifications, and receipted bills covering all labor and materials, and all other close-out documentation reasonably required by Landlord.

Landlord's Consent and Conditions. Tenant shall not make any material improvements or alterations to the structural, mechanical or electrical portions of the Premises (the “Tenant’s AlterationsWork”) without in each instance submitting plans and specifications and the proposed contractor for the Tenant’s Alterations Work to Landlord and obtaining Landlord’s prior written consent, which shall consent (such consent not to be unreasonably withheld, conditioned or delayed. Landlord may withhold its consent in its sole discretion for any Tenant’s Alterations which ) unless (a) impacts the cost thereof is less than $25,000, (b) such Work does not impact the base structural components or, in Landlord’s reasonable opinion, adversely affects the mechanical, electrical or plumbing systems of the Building, (bc) impacts such Work will not materially adversely impact any other tenant’s premises, or and (cd) is visible from outside such Work does not involve changes to the exterior appearance of the Premises. FurtherTenant shall, except as a condition to its consent Landlord may require Tenant to remove such Tenant’s Alterations or changes to the Premises upon the expiration or earlier termination of the Term and to restore the Premises to the condition they were in prior to such TenantInitial Improvements, pay Landlord’s Alterations, including restoring any damage resulting from such removal, all at Tenant’s expense. If Landlord elects to have Tenant remove any item of Tenant’s Alterations, it shall do so in writing at the time it approves the Tenant’s Alterations and Tenant shall have the option not to proceed with the proposed item of Tenant’s Alterations. This Section 5(a) shall not apply to Tenant’s construction of its initial tenant improvements which shall be governed by Exhibit D. Tenant shall reimburse Landlord for actual reasonable out-of-pocket costs incurred for review of the plans and all other items submitted by Tenant. Landlord will be deemed to be acting reasonably in withholding its consent for any Work which (a) materially impacts the base structural components or, in Landlord’s reasonable opinion, adversely affects systems of the Building, (b) materially adversely impacts any other tenant’s premises, or (c) involves material changes to the exterior appearance of the Premises. The Work does not include merely decorative alterations such as painting, carpeting, floor covering, furniture movement, cabling and computer and telephone installation to the extent same do not impact base structural systems or, in Landlord’s reasonable opinion, adversely affect the systems of the Building. Tenant’s Alterations, shall except as to the Initial Improvements, reimburse Landlord for reasonable out-of-pocket costs incurred for review of the plans and all other items submitted by Tenant. Tenant shall pay for the cost of all Tenant’s AlterationsWork. All Tenant’s Alterations Work shall become the property of Landlord upon its installation, except for Tenant’s trade fixtures Trade Fixtures and for items which Landlord requires Tenant to remove at Tenant’s cost at the termination of the Lease pursuant to Section 3E. As used herein, “Trade Fixtures” shall mean any equipment or furnishings customarily considered in a technology-based business office or in the telecommunications industry generally to be the property of the tenant, including in particular any built-in computer equipment, video conferencing facilities, audiovisual facilities, any other built-in communications equipment, and antenna or satellite equipment installed on the roof or elsewhere, and any special climate control equipment installed to protect file servers (except to the extent removal of same would adversely affect the Building systems) or other items that Tenant identifies as removable at the time it submits its Tenant’s Alterations plans for approvaltelecommunications equipment, but excluding any millwork or hardware not heretofore specified. The following requirements shall apply to all Tenant’s AlterationsWork: (i1) Prior to commencement, Tenant shall furnish to Landlord building permits (if required by applicable law) permits, and certificates of insurance as required by this Leasereasonably satisfactory to Landlord. (ii2) Tenant shall use good faith efforts to perform all Tenant’s Alterations Work so as to maintain peace and harmony cooperation among other contractors serving the Project and shall use good faith efforts take all reasonable measures so as to minimize unreasonable avoid interference with other work to be performed or services to be rendered in the Project. Within two (2) days after notice by Landlord to Tenant that the performance of Tenant’s Alterations is unreasonably interfering with other work or services being rendered in the Project, Tenant shall take such action as is required to eliminate such unreasonable interference. Should Tenant fail to cure such unreasonable interference within such two-day period, Tenant shall be liable for any costs or expenses incurred by Landlord as a result of such unreasonable interference. (iii3) The Tenant’s Alterations Work shall be performed in a good and workmanlike manner, shall be consistent with meeting the standard for construction and quality of work materials in the initial tenant improvements approved by Landlord pursuant to Exhibit DBuilding, and shall comply with all insurance requirements and all applicable governmental laws, ordinances and regulations (“Governmental Requirements”). (iv4) Tenant shall use good faith efforts to perform all Tenant’s Alterations Work so as to minimize or prevent disruption to or interference with other tenants, and Tenant shall comply with all reasonable requests of Landlord in response to complaints from other tenants. (v5) [intentionally omitted]Tenant shall perform all Work in compliance with Landlord’s “Policies, Rules and Procedures for Construction Projects” in effect at the time the Work is performed (a copy of which is attached hereto as Appendix J and made a part hereof). (vi6) If Landlord and Tenant agree to shall permit Landlord or its to supervise all Work. Landlord may charge a supervisory fee not to exceed five percent (5%) of labor, material, and all other costs of the Work, if Landlord’s employees or contractors perform the Work. The foregoing does not apply to perform all or a portion of Tenant’s Alterations, Landlord will be entitled to a reasonable fee to be agreed upon in each case. If Landlord is Work which does not permitted to perform Tenant’s Alterations, Landlord may nevertheless review or inspect all of Tenant’s Alterations during normal business hours, at require Landlord’s sole costprior consent nor to the Initial Improvements. (vii7) Upon completion of any Tenant’s Alterations costing in excess of fifty thousand dollars ($50,000) (increasing by $2,500 at the beginning of each Lease Year)completion, Tenant shall furnish Landlord with contractor’s affidavits and full and final statutory waivers of liens, as-built plans and specifications, and receipted bills covering all labor and materials, and all other close-out documentation reasonably required by in Landlord’s “Policies, Rules and Procedures for Construction Projects”.

Landlord's Consent and Conditions. Tenant shall not make any material improvements or alterations to the structural, mechanical or electrical portions of the Premises (the “Tenant’s AlterationsWork”) without in each instance submitting plans and specifications and the proposed contractor for the Tenant’s Alterations Work to Landlord and obtaining Landlord’s prior written consent, which shall consent (such consent not to be unreasonably withheld, conditioned or delayed. Landlord may withhold its consent in its sole discretion for any Tenant’s Alterations which ) unless (a) impacts the cost thereof is less than $25,000, (b) such Work does not impact the base structural components or, in Landlord’s reasonable opinion, adversely affects the mechanical, electrical or plumbing systems of the Building, (bc) impacts such Work will not materially adversely impact any other tenant’s premises, or and (cd) is visible from outside such Work does not involve changes to the exterior appearance of the Premises. FurtherTenant shall, except as a condition to its consent Landlord may require Tenant to remove such Tenant’s Alterations or changes to the Premises upon the expiration or earlier termination of the Term and to restore the Premises to the condition they were in prior to such TenantInitial Improvements, pay Landlord’s Alterations, including restoring any damage resulting from such removal, all at Tenant’s expense. If Landlord elects to have Tenant remove any item of Tenant’s Alterations, it shall do so in writing at the time it approves the Tenant’s Alterations and Tenant shall have the option not to proceed with the proposed item of Tenant’s Alterations. This Section 5(a) shall not apply to Tenant’s construction of its initial tenant improvements which shall be governed by Exhibit D. Tenant shall reimburse Landlord for actual reasonable out-of-pocket costs incurred for review of the plans and all other items submitted by Tenant. Landlord will be deemed to be acting reasonably in withholding its consent for any Work which (a) materially impacts the base structural components or, in Landlord’s reasonable opinion, adversely affects systems of the Building, (b) materially adversely impacts any other tenant’s premises, or (c) involves material changes to the exterior appearance of the Premises. The Work does not include merely decorative alterations such as painting, carpeting, floor covering, furniture movement, cabling and computer and telephone installation to the extent same do not impact base structural systems or, in Landlord’s reasonable opinion, adversely affect the systems of the Building. Tenant’s Alterations, shall except as to the Initial Improvements, reimburse Landlord for reasonable out-of-pocket costs incurred for review of the plans and all other items submitted by Tenant. Tenant shall pay for the cost of all Tenant’s AlterationsWork. All Tenant’s Alterations Work shall become the property of Landlord upon its installation, except for Tenant’s trade fixtures Trade Fixtures and for items which Landlord requires Tenant to remove at Tenant’s cost at the termination of the Lease pursuant to Section 3E. As used herein, “Trade Fixtures” shall mean any equipment or furnishings customarily considered in a technology—based business office or in the telecommunications industry generally to be the property of the tenant, including in particular any built-in computer equipment, video conferencing facilities, audiovisual facilities, any other built-in communications equipment, and antenna or satellite equipment installed on the roof or elsewhere, and any special climate control equipment installed to protect file servers (except to the extent removal of same would adversely affect the Building systems) or other items that Tenant identifies as removable at the time it submits its Tenant’s Alterations plans for approvaltelecommunications equipment, but excluding any millwork or hardware not heretofore specified. The following requirements shall apply to all Tenant’s AlterationsWork: (i1) Prior to commencement, Tenant shall furnish to Landlord building permits (if required by applicable law) permits, and certificates of insurance as required by this Leasereasonably satisfactory to Landlord. (ii2) Tenant shall use good faith efforts to perform all Tenant’s Alterations Work so as to maintain peace and harmony cooperation among other contractors serving the Project and shall use good faith efforts take all reasonable measures so as to minimize unreasonable avoid interference with other work to be performed or services to be rendered in the Project. Within two (2) days after notice by Landlord to Tenant that the performance of Tenant’s Alterations is unreasonably interfering with other work or services being rendered in the Project, Tenant shall take such action as is required to eliminate such unreasonable interference. Should Tenant fail to cure such unreasonable interference within such two-day period, Tenant shall be liable for any costs or expenses incurred by Landlord as a result of such unreasonable interference. (iii3) The Tenant’s Alterations Work shall be performed in a good and workmanlike manner, shall be consistent with meeting the standard for construction and quality of work materials in the initial tenant improvements approved by Landlord pursuant to Exhibit DBuilding, and shall comply with all insurance requirements and all applicable governmental laws, ordinances and regulations (“Governmental Requirements”). (iv4) Tenant shall use good faith efforts to perform all Tenant’s Alterations Work so as to minimize or prevent disruption to or interference with other tenants, and Tenant shall comply with all reasonable requests of Landlord in response to complaints from other tenants. (v5) [intentionally omitted]Tenant shall perform all Work in compliance with Landlord’s “Policies, Rules and Procedures for Construction Projects” in effect at the time the Work is performed (a copy of which is attached hereto as Appendix J and made a part hereof). (vi6) If Landlord and Tenant agree to shall permit Landlord or its to supervise all Work. Landlord may charge a supervisory fee not to exceed five percent (5%) of labor, material, and all other costs of the Work, if Landlord’s employees or contractors perform the Work. The foregoing does not apply to perform all or a portion of Tenant’s Alterations, Landlord will be entitled to a reasonable fee to be agreed upon in each case. If Landlord is Work which does not permitted to perform Tenant’s Alterations, Landlord may nevertheless review or inspect all of Tenant’s Alterations during normal business hours, at require Landlord’s sole costprior consent nor to the Initial Improvements. (vii7) Upon completion of any Tenant’s Alterations costing in excess of fifty thousand dollars ($50,000) (increasing by $2,500 at the beginning of each Lease Year)completion, Tenant shall furnish Landlord with contractor’s affidavits and full and final statutory waivers of liens, as-built plans and specifications, and receipted bills covering all labor and materials, and all other close-out documentation reasonably required by in Landlord’s “Policies, Rules and Procedures for Construction Projects”.

Landlord's Consent and Conditions. Tenant Subtenant shall not make any material improvements or alterations to the structural, mechanical or electrical portions of the Premises (the “Tenant’s Alterations”"Work") without in each instance submitting plans and specifications and the proposed contractor for the Tenant’s Alterations Work to Landlord and Sublandlord and obtaining Landlord’s 's and Sublandlord's prior written consent, which shall not be unreasonably withheld, conditioned unless (a) the cost thereof is less than $50,000 per occurrence, (b) such Work does not impact the base structural components or delayedsystems of the Building, (c) such Work will not impact any other tenant's premises, and (d) such Work is not visible from outside the Building. Provided that Sublandlord receives all necessary information and plans from Subtenant, Sublandlord agrees to respond to Subtenant's request for Sublandlord's prior written consent to such alterations within seven (7) business days in the case of Work costing between $50,000 and $100,000, and within ten (10) business days for Work costing over $100,000. For purposes of the $50,000 and $100,000 thresholds, Subtenant may exclude costs associated with performing alterations which are solely cosmetic in nature, such as recarpeting and repainting the Premises. However, even if Sublandlord's or Landlord's prior written consent is not required, Subtenant shall provide Sublandlord and Landlord with prior written notice at least seven (7) days in advance of commencing the Work so that Sublandlord and Landlord may post and record a notice of nonresponsibility or other notices deemed appropriate before the commencement of such Work. Subtenant shall pay Landlord's and Sublandlord's actual out-of-pocket costs incurred for reviewing of all of the plans and all other items submitted by Subtenant. Landlord may withhold and/or Sublandlord will be deemed to be acting reasonably in withholding its consent in its sole discretion for any Tenant’s Alterations Work which (a) impacts the base structural components or systems of the Building, and (b) impacts any other tenant’s 's premises, or (c) is visible from outside the Premises. Further, as a condition to its consent Landlord may require Tenant to remove such Tenant’s Alterations or changes to the Premises upon the expiration or earlier termination of the Term and to restore the Premises to the condition they were in prior to such Tenant’s Alterations, including restoring any damage resulting from such removal, all at Tenant’s expense. If Landlord elects to have Tenant remove any item of Tenant’s Alterations, it shall do so in writing at the time it approves the Tenant’s Alterations and Tenant shall have the option not to proceed with the proposed item of Tenant’s Alterations. This Section 5(a) shall not apply to Tenant’s construction of its initial tenant improvements which shall be governed by Exhibit D. Tenant shall reimburse Landlord for actual out-of-pocket costs incurred for review of the plans for Tenant’s Alterations. Tenant Subtenant shall pay for the cost of all Tenant’s AlterationsWork, including the cost of any and all approvals, permits, fees and other charges which may be required as a condition of performing such Work. All Tenant’s Alterations Upon completion all Work shall become the property of Landlord upon its installationLandlord, except for Tenant’s Subtenant's trade fixtures and any other for items that Tenant identifies as removable which Landlord requires Subtenant to remove at Subtenant's cost at the time it submits its Tenant’s Alterations plans for approval. termination of the Sublease pursuant to Section 5E. The following requirements shall apply to all Tenant’s AlterationsWork: (i1) Prior to commencement, Tenant Subtenant shall furnish to Sublandlord and Landlord building permits (if required by applicable law) and permits, certificates of insurance as required by this Leasesatisfactory to Landlord and Sublandlord, and, at Landlord's and Sublandlord's reasonable request, security for payment of all costs. (ii2) Tenant Subtenant shall use good faith efforts to perform all Tenant’s Alterations Work so as to maintain peace and harmony among other contractors serving the Project and shall use good faith efforts to minimize unreasonable avoid interference with other work to be performed or services to be rendered in the Project. Within two (2) days after notice by Landlord to Tenant that the performance of Tenant’s Alterations is unreasonably interfering with other work or services being rendered in the Project, Tenant shall take such action as is required to eliminate such unreasonable interference. Should Tenant fail to cure such unreasonable interference within such two-day period, Tenant shall be liable for any costs or expenses incurred by Landlord as a result of such unreasonable interference. (iii3) The Tenant’s Alterations Work shall be performed in a good and workmanlike manner, shall be consistent with meeting the standard for construction and quality of work materials in the initial tenant improvements approved by Landlord pursuant to Exhibit DBuilding, and shall comply with all insurance requirements and all applicable governmental laws, ordinances and regulations (“"Governmental Requirements”"). (iv4) Tenant Subtenant shall use good faith efforts to perform all Tenant’s Alterations Work so as to minimize or prevent disruption to or interference with other tenantstenants of the Project, and Tenant Subtenant shall comply with all reasonable requests of Landlord or Sublandlord in response to complaints from other tenants. (v5) [intentionally omitted]Subtenant shall perform all Work in compliance with any "Policies, Rules and Procedures for Construction Projects" which may be in effect at the time the Work is performed. (vi6) If Subtenant shall permit Landlord and Tenant agree Sublandlord to permit Landlord or its employees or contractors to perform observe all or a portion of Tenant’s Alterations, Landlord will be entitled to a reasonable fee to be agreed upon in each case. If Landlord is not permitted to perform Tenant’s Alterations, Landlord may nevertheless review or inspect all of Tenant’s Alterations during normal business hours, at Landlord’s sole costWork. (vii7) Upon completion of any Tenant’s Alterations costing in excess of fifty thousand dollars ($50,000) (increasing by $2,500 at the beginning of each Lease Year)completion, Tenant Subtenant shall furnish Landlord and Sublandlord with contractor’s 's affidavits and full and final statutory waivers of liensliens covering all labor and materials, as-built plans and specifications, and receipted bills covering all labor and materials, and all other close-out documentation reasonably related to the Work, including any other information required by Landlordunder any "Policies, Rules and Procedures for Construction Projects" which may be in effect at such time.

Landlord's Consent and Conditions. Tenant shall not make any material improvements or alterations to the structural, mechanical or electrical portions of the Premises (the “Tenant’s AlterationsWork”) without in each instance submitting plans and specifications and the proposed contractor for the Tenant’s Alterations Work to Landlord and obtaining Landlord’s prior written consent, which . Tenant shall not be unreasonably withheld, conditioned or delayedpay Landlord’s standard charge for review of the plans and all other items submitted by Tenant. Landlord may withhold will be deemed to be acting reasonably in withholding its consent in its sole discretion for any Tenant’s Alterations Work which (a) impacts the base structural components or systems of the Building, (b) impacts any other tenant’s premises, or (c) is visible from outside the Premises. Further, as a condition to its consent Landlord may require Tenant to remove such Tenant’s Alterations or changes to the Premises upon the expiration or earlier termination of the Term and to restore the Premises to the condition they were in prior to such Tenant’s Alterations, including restoring any damage resulting from such removal, all at Tenant’s expense. If Landlord elects to have Tenant remove any item of Tenant’s Alterations, it shall do so in writing at the time it approves the Tenant’s Alterations and Tenant shall have the option not to proceed with the proposed item of Tenant’s Alterations. This Section 5(a) shall not apply to Tenant’s construction of its initial tenant improvements which shall be governed by Exhibit D. Tenant shall reimburse Landlord for actual out-of-pocket costs incurred for review of the plans for and all other items submitted by Tenant’s Alterations. Tenant shall pay for the cost of all Tenant’s AlterationsWork. All Tenant’s Alterations Work shall become the property of Landlord upon its installation, except for Tenant’s trade fixtures and any other for items that which Landlord requires Tenant identifies as removable to remove at Tenant’s cost at the time termination of the Lease pursuant to Section 5E. Tenant shall designate those items which it submits considers to be its trade fixtures in any request for Landlord’s approval of alterations. Any alterations not designated as such in Tenant’s Alterations plans for approvalrequest shall be deemed not to be trade fixtures. All Initial Improvements constructed under Appendix C shall become the property of Landlord upon installation, and shall be surrendered to Landlord with the Premises at the termination of this Lease or of Tenant’s right to possession. The following requirements shall apply to all Tenant’s AlterationsWork: (i1) Prior to commencement, Tenant shall furnish to Landlord building permits (if required by applicable law) and permits, certificates of insurance as required by this Leasesatisfactory to Landlord, and, at Landlord’s request, security for payment of all costs. (ii2) Tenant shall use good faith efforts to perform all Tenant’s Alterations Work so as to maintain peace and harmony among other contractors serving the Project and shall use good faith efforts to minimize unreasonable avoid interference with other work to be performed or services to be rendered in the Project. Within two (2) days after notice by Landlord to Tenant that the performance of Tenant’s Alterations is unreasonably interfering with other work or services being rendered in the Project, Tenant shall take such action as is required to eliminate such unreasonable interference. Should Tenant fail to cure such unreasonable interference within such two-day period, Tenant shall be liable for any costs or expenses incurred by Landlord as a result of such unreasonable interference. (iii3) The Tenant’s Alterations Work shall be performed in a good and workmanlike manner, shall be consistent with meeting the standard for construction and quality of work materials in the initial tenant improvements approved by Landlord pursuant to Exhibit DBuilding, and shall comply with all insurance requirements and all applicable governmental laws, ordinances and regulations (“Governmental Requirements”). (iv4) Tenant shall use good faith efforts to perform all Tenant’s Alterations Work so as to minimize or prevent disruption to or interference with other tenants, and Tenant shall comply with all reasonable requests of Landlord in response to complaints from other tenants. (v5) [intentionally omitted]Tenant shall perform all Work in compliance with Landlord’s “Policies, Rules and Procedures for Construction Projects” in effect at the time the Work is performed. (vi6) If Landlord and Tenant agree to shall permit Landlord or its to supervise all Work. Landlord may charge a supervisory fee not to exceed fifteen percent (15%) of labor, material, and all other costs of the Work, if Landlord’s employees or contractors to perform all or a portion of Tenant’s Alterations, Landlord will be entitled to a reasonable fee to be agreed upon in each case. If Landlord is not permitted to perform Tenant’s Alterations, Landlord may nevertheless review or inspect all of Tenant’s Alterations during normal business hours, at Landlord’s sole costthe Work. (vii7) Upon completion of any Tenant’s Alterations costing in excess of fifty thousand dollars ($50,000) (increasing by $2,500 at the beginning of each Lease Year)completion, Tenant shall furnish Landlord with contractor’s affidavits and full and final statutory waivers of liensliens from all contractors and subcontractors, as-built plans and specifications, and receipted bills covering all labor and materials, and all other close-out documentation reasonably required by in Landlord’s “Policies, Rules and Procedures for Construction Projects”.

Landlord's Consent and Conditions. Tenant shall not make any material --------------------------------- improvements or alterations to the structuralPremises which (i) impact the base structural components or the heating, air conditioning, ventilation, electrical, plumbing or mechanical or electrical portions systems (collectively, the "Systems") of the Building (although Tenant may bolt its Equipment and furniture to the floor of the Premises provided such bolting does not impact the foregoing) or (ii) impact any other tenant's premises (collectively, the “Tenant’s Alterations”) "Systems/Structure Work"), without in each instance submitting plans and specifications and the proposed contractor for the Tenant’s Alterations therefor to Landlord Landlord, and obtaining Landlord’s 's prior written consentconsent thereto (which consent Landlord may withhold in its sole discretion). Tenant shall not make any improvements or alterations in or additions, changes or installations to the Premises which are not deemed Systems/Structure Work pursuant to this Section 5A, without submitting plans and specifications therefor to Landlord, and obtaining Landlord's prior written consent thereto (which consent shall not be unreasonably withheld), conditioned or delayed. Landlord may withhold its consent in its sole discretion for any Tenant’s Alterations which if (a) impacts the base structural components cost thereof, excluding installation of telephone switching equipment, is in excess of $8,000.00, or systems of the Building, (b) impacts any other tenant’s premisessuch improvements, alterations, additions, changes or (c) is installations are visible from outside the PremisesPremises (collectively, the "Non- Systems Work"). FurtherTenant shall be allowed to make any improvements or alterations in or additions, as a condition to its consent Landlord may require Tenant to remove such Tenant’s Alterations changes or changes installations to the Premises upon which are not deemed Systems/Structure Work or Non-Systems Work pursuant to this Section 5A without Landlord's consent (collectively, the expiration "Non-Consent Work."). For purposes of this Lease, Systems/Structure Work, Non-Systems Work and Non-Consent Work are sometimes collectively referred to herein as the "Work". Landlord hereby agrees to inform Tenant of its approval or earlier termination disapproval of the Term any such Systems/Structure Work or NonSystems Work within fifteen (15) days after receipt of a complete set of plans and to restore the Premises to the condition they were in prior to such Tenant’s Alterations, including restoring any damage resulting from such removal, all at Tenant’s expensespecifications therefor. If Landlord elects to have Tenant remove any item of Tenant’s Alterations, it shall do so in writing at the time it approves the Tenant’s Alterations and Tenant shall have the option not to proceed with the proposed item pay Landlord's out of Tenant’s Alterations. This Section 5(a) shall not apply to Tenant’s construction of its initial tenant improvements which shall be governed by Exhibit D. Tenant shall reimburse Landlord for actual out-of-pocket costs incurred expenses for review of the plans for and all other items submitted by Tenant’s Alterations. Tenant At Tenant's option, the Work shall pay for the cost of all Tenant’s Alterationsbe performed by Landlord's employees or contractors. All Tenant’s Alterations Work shall become the property of Landlord upon its installation, except for Tenant’s trade fixtures 's Trade Fixtures and any other for items that which Landlord requires Tenant identifies as removable to remove at Tenant's cost at the time it submits its Tenant’s Alterations plans for approvaltermination of the Lease. The following requirements shall apply to all Tenant’s AlterationsWork: (i) Prior to commencement, Tenant shall furnish to Landlord building permits (if required by applicable law) and certificates of insurance as required by this Lease. (ii) Tenant shall use good faith efforts to perform all Tenant’s Alterations so as to maintain peace and harmony among other contractors serving the Project and shall use good faith efforts to minimize unreasonable interference with other work to be performed or services to be rendered in the Project. Within two (2) days after notice by Landlord to Tenant that the performance of Tenant’s Alterations is unreasonably interfering with other work or services being rendered in the Project, Tenant shall take such action as is required to eliminate such unreasonable interference. Should Tenant fail to cure such unreasonable interference within such two-day period, Tenant shall be liable for any costs or expenses incurred by Landlord as a result of such unreasonable interference. (iii) The Tenant’s Alterations shall be performed in a good and workmanlike manner, shall be consistent with the quality of work in the initial tenant improvements approved by Landlord pursuant to Exhibit D, and shall comply with all insurance requirements and all applicable governmental laws, ordinances and regulations (“Governmental Requirements”). (iv) Tenant shall use good faith efforts to perform all Tenant’s Alterations so as to minimize or prevent disruption to or interference with other tenants, and Tenant shall comply with all reasonable requests of Landlord in response to complaints from other tenants. (v) [intentionally omitted]. (vi) If Landlord and Tenant agree to permit Landlord or its employees or contractors to perform all or a portion of Tenant’s Alterations, Landlord will be entitled to a reasonable fee to be agreed upon in each case. If Landlord is not permitted to perform Tenant’s Alterations, Landlord may nevertheless review or inspect all of Tenant’s Alterations during normal business hours, at Landlord’s sole cost. (vii) Upon completion of any Tenant’s Alterations costing in excess of fifty thousand dollars ($50,000) (increasing by $2,500 at the beginning of each Lease Year), Tenant shall furnish Landlord with contractor’s affidavits and full and final statutory waivers of liens, as-built plans and specifications, and receipted bills covering all labor and materials, and all other close-out documentation reasonably required by Landlord.

Landlord's Consent and Conditions. Tenant shall not make any material improvements or alterations to the structural, mechanical or electrical portions of the Premises (the “Tenant’s AlterationsWork”) without in each instance submitting plans and specifications and the proposed contractor for the Tenant’s Alterations Work to Landlord and obtaining Landlord’s prior written consent, which shall consent (such consent not to be unreasonably withheld, conditioned or delayed. Landlord may withhold its consent in its sole discretion for any Tenant’s Alterations which ) unless (a) impacts the cost thereof is less than $20,000, (b) such Work does not impact the base structural components or or, in Landlord’s reasonable opinion, adversely affects systems of the Building, (bc) impacts such Work will not materially adversely impact any other tenant’s premises, or and (cd) is visible from outside such Work does not involve changes to the exterior appearance of the Premises. FurtherTenant shall, except as a condition to its consent Landlord may require Tenant to remove such Tenant’s Alterations or changes to the Premises upon the expiration or earlier termination of the Term and to restore the Premises to the condition they were in prior to such TenantInitial Improvements, pay Landlord’s Alterations, including restoring any damage resulting from such removal, all at Tenant’s expense. If Landlord elects to have Tenant remove any item of Tenant’s Alterations, it shall do so in writing at the time it approves the Tenant’s Alterations and Tenant shall have the option not to proceed with the proposed item of Tenant’s Alterations. This Section 5(a) shall not apply to Tenant’s construction of its initial tenant improvements which shall be governed by Exhibit D. Tenant shall reimburse Landlord for actual reasonable out-of-pocket costs incurred for review of the plans and all other items submitted by Tenant. Landlord will be deemed to be acting reasonably in withholding its consent for any Work which (a) impacts the base structural components or, in Landlord’s reasonable opinion, adversely affects systems of the Building, (b) materially adversely impacts any other tenant’s premises, or (c) involves changes to the exterior appearance of the Premises. The Work does not include merely decorative alterations such as painting, carpeting, floor covering, furniture movement, cabling and computer and telephone installation to the extent same do not impact base structural systems or, in Landlord’s reasonable opinion, adversely affect the systems of the Building. Tenant’s Alterations, shall except as to the Initial Improvements, reimburse Landlord for reasonable out-of-pocket costs incurred for review of the plans and all other items submitted by Tenant. Tenant shall pay for the cost of all Tenant’s AlterationsWork. All Tenant’s Alterations Work shall become the property of Landlord upon its installation, except for Tenant’s trade fixtures and any other for items that which Landlord requires Tenant identifies as removable to remove at Tenant’s cost at the time it submits its Tenant’s Alterations plans for approval. termination of the Lease pursuant to Section 3E. The following requirements shall apply to all Tenant’s AlterationsWork: (i1) Prior to commencement, Tenant shall furnish to Landlord building permits (if required by applicable law) permits, and certificates of insurance as required by this Leasereasonably satisfactory to Landlord. (ii2) Tenant shall use good faith efforts to perform all Tenant’s Alterations Work so as to maintain peace and harmony among other contractors serving the Project and shall use good faith efforts take all reasonable measures so as to minimize unreasonable avoid interference with other work to be performed or services to be rendered in the Project. Within two (2) days after notice by Landlord to Tenant that the performance of Tenant’s Alterations is unreasonably interfering with other work or services being rendered in the Project, Tenant shall take such action as is required to eliminate such unreasonable interference. Should Tenant fail to cure such unreasonable interference within such two-day period, Tenant shall be liable for any costs or expenses incurred by Landlord as a result of such unreasonable interference. (iii3) The Tenant’s Alterations Work shall be performed in a good and workmanlike manner, shall be consistent with meeting the standard for construction and quality of work materials in the initial tenant improvements approved by Landlord pursuant to Exhibit DBuilding, and shall comply with all insurance requirements and all applicable governmental laws, ordinances and regulations (“Governmental Requirements”). (iv4) Tenant shall use good faith efforts to perform all Tenant’s Alterations Work so as to minimize or prevent disruption to or interference with other tenants, and Tenant shall comply with all reasonable requests of Landlord in response to complaints from other tenants. (v5) [intentionally omitted]Tenant shall perform all Work in compliance with Landlord’s “Policies, Rules and Procedures for Construction Projects” in effect at the time the Work is performed. (vi6) If Landlord and Tenant agree to shall permit Landlord or its to supervise all Work. Landlord may charge a supervisory fee not to exceed five percent (5%) of labor, material, and all other costs of the Work, if Landlord’s employees or contractors perform the Work. The foregoing does not apply to perform all or a portion of Tenant’s Alterations, Landlord will be entitled to a reasonable fee to be agreed upon in each case. If Landlord is Work which does not permitted to perform Tenant’s Alterations, Landlord may nevertheless review or inspect all of Tenant’s Alterations during normal business hours, at require Landlord’s sole costprior consent nor the Initial Improvements. (vii7) Upon completion of any Tenant’s Alterations costing in excess of fifty thousand dollars ($50,000) (increasing by $2,500 at the beginning of each Lease Year)completion, Tenant shall furnish Landlord with contractor’s affidavits and full and final statutory waivers of liens, as-built plans and specifications, and receipted bills covering all labor and materials, and all other close-out documentation reasonably required by in Landlord’s “Policies, Rules and Procedures for Construction Projects”.

Landlord's Consent and Conditions. Tenant shall not make any material improvements or alterations to the structural, mechanical or electrical portions of the Premises (the “Tenant’s AlterationsWork”) without in each instance submitting in advance plans and specifications and the proposed contractor for the Tenant’s Alterations Work to Landlord Landlord, and without obtaining Landlord’s prior written consent, consent which shall not be unreasonably withheld, conditioned withheld or delayed, except that Landlord’s consent shall not be required for interior, nonstructural alterations that do not exceed Five Thousand Dollars ($5,000) in cost per project so long as (a) such Work does not impact the base structural components or systems of the Building and (b) such work will not impact any other tenant’s premises, and (c) such Work is not visible from outside the Premises. Notwithstanding the foregoing, Landlord may withhold its consent in its sole discretion for any Tenant’s Alterations Work which (a) impacts the base structural components or systems of the BuildingBuilding systems, (b) impacts any other tenant’s premises, or (c) is visible from outside the Premises. Further, as All improvements or alterations greater than Five Thousand Dollars ($5,000) shall be performed by a condition to its consent contractor approved in writing by Landlord may require Tenant to remove such Tenant’s Alterations or changes to the Premises upon the expiration or earlier termination of the Term and to restore the Premises to the condition they were in prior to commencing such Tenant’s Alterationsconstruction, including restoring any damage resulting from such removalapproval not being unreasonably withheld, all at Tenant’s expenseconditioned or delayed. If Landlord elects to have Tenant remove any item of Tenant’s Alterations, it shall do so in writing at the time it approves the Tenant’s Alterations and Tenant shall have the option not to proceed with the proposed item of Tenant’s Alterations. This Section 5(a) shall not apply to Tenant’s construction of its initial tenant improvements which shall be governed by Exhibit D. Tenant shall reimburse Landlord for actual out-of-pocket costs incurred for review of the plans for and all other items submitted by Tenant’s Alterations. Tenant shall pay for the cost of all Tenant’s AlterationsWork as and when such payment is first due. All Tenant’s Alterations Work shall become the property of Landlord upon its installation, except for Tenant’s trade fixtures and any other for items that which Landlord requires Tenant identifies as removable to remove at Tenant’s cost at the time it submits its Tenant’s Alterations plans for approvaltermination of the Lease pursuant to Section 5E. Notwithstanding the foregoing, unless Tenant is in default under this Lease, Tenant shall retain ownership of any and all telephone systems, computer systems, air filtration systems and other such systems which are installed at the Premises but are reasonably removable. The following requirements shall apply to all Tenant’s AlterationsWork: (i1) Prior to commencement, Tenant shall furnish to Landlord building permits (if required by applicable law) and permits, certificates of insurance as required satisfactory to Landlord, and, at Landlord’s request, security for payment of all costs that are incurred by this LeaseLandlord. (ii2) Tenant shall use good faith reasonable efforts to perform all Tenant’s Alterations Work so as to maintain peace and harmony among other contractors serving the Project and shall use good faith efforts to minimize unreasonable avoid interference with other work to be performed or services to be rendered in the Project. Within two (2) days after notice by Landlord to Tenant that the performance of Tenant’s Alterations is unreasonably interfering with other work or services being rendered in the Project, Tenant shall take such action as is required to eliminate such unreasonable interference. Should Tenant fail to cure such unreasonable interference within such two-day period, Tenant shall be liable for any costs or expenses incurred by Landlord as a result of such unreasonable interference. (iii3) The Tenant’s Alterations Work shall be performed in a good and workmanlike manner, shall be consistent with meeting the standard for construction and quality of work materials in the initial tenant improvements approved by Landlord pursuant to Exhibit DBuilding, and shall comply with all insurance requirements and all applicable governmental laws, ordinances and regulations (“Governmental Requirements”). (iv4) Tenant shall use good faith reasonable efforts to perform all Tenant’s Alterations Work so as to minimize or prevent disruption to or interference with other tenants, and Tenant shall comply with all reasonable requests of Landlord in response to complaints from other tenants. (v5) [intentionally omitted]Tenant shall perform all Work in compliance with Landlord’s “Policies, Rules and Procedures for Construction Projects” in effect at the time the Work is performed, provided that such “Policies, Rules and Procedures for Construction Projects” are provided in writing to Tenant at least thirty (30) days prior to initiation of such Work. (vi6) If Landlord and Tenant agree to shall permit Landlord or its to supervise all Work. Landlord may charge a supervisory fee not to exceed fifteen percent (15%) of labor, material, and all other costs of the Work, if Landlord’s employees or contractors to perform all or a portion of Tenant’s Alterations, Landlord will be entitled to a reasonable fee to be agreed upon in each case. If Landlord is not permitted to perform Tenant’s Alterations, Landlord may nevertheless review or inspect all of Tenant’s Alterations during normal business hours, at Landlord’s sole costthe Work. (vii7) Upon completion of any Tenant’s Alterations costing in excess of fifty thousand dollars ($50,000) (increasing by $2,500 at the beginning of each Lease Year)completion, Tenant shall furnish Landlord with contractor’s affidavits and full and final statutory waivers of liens, as-built plans and specifications, and receipted bills covering all labor and materials, and all other close-out documentation reasonably required by in Landlord’s “Policies, Rules and Procedures for Construction Projects” which Tenant acknowledges has been delivered to Tenant with this Lease.

Landlord's Consent and Conditions. (a) Tenant shall not make any material improvements or alterations to the structural, mechanical or electrical portions of the Premises (the “Tenant’s "Alterations”") without in each instance submitting plans and specifications and the proposed contractor for the Tenant’s Alterations to Landlord and obtaining Landlord’s 's prior written consent. Tenant shall pay Landlord's standard charge (or, which shall if Landlord does not be unreasonably withheldhave a standard charge, conditioned or delayedthen Landlord's actual costs incurred) for review of all of the plans and all other items submitted by Tenant. Landlord may withhold will be deemed to be acting reasonably in withholding its consent in its sole discretion for any Tenant’s Alterations which (ai) impacts the base structural components or systems of the BuildingBuilding Systems, (bii) impacts any other tenant’s 's premises, or (ciii) is visible from outside the Premises. Further, as a condition to its consent Landlord may require Tenant to remove such Tenant’s Alterations or changes to (iv) would utilize building materials or equipment which are inconsistent with Landlord's standard building materials and equipment for the Premises upon the expiration or earlier termination of the Term and to restore the Premises to the condition they were in prior to such Tenant’s Alterations, including restoring any damage resulting from such removal, all at Tenant’s expense. If Landlord elects to have Tenant remove any item of Tenant’s Alterations, it shall do so in writing at the time it approves the Tenant’s Alterations and Tenant shall have the option not to proceed with the proposed item of Tenant’s Alterations. This Section 5(aProject. (b) shall not apply to Tenant’s construction of its initial tenant improvements which shall be governed by Exhibit D. Tenant shall reimburse Landlord for actual out-of-pocket costs incurred for review of the plans for Tenant’s Alterations. Tenant shall pay for the cost of all Tenant’s Alterations. All Tenant’s Alterations shall become , including the property cost of Landlord upon its installationany and all approvals, except for Tenant’s trade fixtures permits, fees and any other items that Tenant identifies charges which may be required as removable at the time it submits its Tenant’s Alterations plans for approval. a condition of performing such Alterations. (c) The following requirements shall apply to all Tenant’s Alterations: (i) Prior to commencementAt least seven (7) days before beginning any Alterations, Tenant shall furnish to Landlord (1) written notice of the expected commencement date of the Alterations to permit Landlord to post and record a notice of nonresponsibility, (2) building permits permits, and (if required by applicable law3) and certificates of insurance as required by this Leasesatisfactory to Landlord. (ii) Tenant shall use good faith efforts to perform all Tenantnot take any action which would violate Landlord’s Alterations so as to maintain peace labor contracts or which would cause a work stoppage, picketing, labor disruption or dispute, or interfere with Landlord’s or any other tenant’s or occupant’s business or with the rights and harmony among other contractors serving privileges of any person lawfully in the Project and shall use good faith efforts to minimize unreasonable interference with other work to be performed or services to be rendered in the Project(“Labor Disturbance”). Within two (2) days after notice by Landlord to Tenant that the performance of Tenant’s Alterations is unreasonably interfering with other work or services being rendered in the Project, Tenant shall take such action as is required the actions necessary to eliminate such unreasonable interferenceresolve any Labor Disturbance, and shall have pickets removed and, at the request of Landlord, immediately terminate any work in the Premises that gave rise to the Labor Disturbance, until Landlord gives its written consent for the work to resume. Should Tenant fail to cure such unreasonable interference within such two-day period, Tenant shall be liable have no claim for damages against Landlord or any costs or expenses incurred by of the Landlord Parties as a result of such unreasonable interferencethe above actions. (iii) The Tenant’s Alterations shall be performed in a good and workmanlike manner, shall be consistent with meeting the standard for construction and quality of work materials in the initial tenant improvements approved by Landlord pursuant to Exhibit DProject, and shall comply with all insurance requirements and all applicable governmental laws, ordinances and ordinances, regulations or requirements of the United States of America, the State of California, or the ordinances, regulations or requirements of the local municipal or county governing body or other lawful authorities having jurisdiction over the Project, including, without limitation, any such laws, ordinances, regulations or requirements relating to hazardous materials or substances, as those terms are defined by applicable laws now or hereafter in effect (“collectively, "Governmental Requirements”"). (iv) Tenant shall use good faith efforts to perform all Tenant’s Alterations so as to minimize or prevent disruption to or interference with other tenants, and Tenant shall comply with all reasonable requests of Landlord in response to complaints from other tenants. (v) [intentionally omitted]Tenant shall perform all Alterations in compliance with any reasonable "Policies, Rules and Procedures for Construction Projects" which may be in effect at the time the Alterations is performed. (vi) If All Alterations shall be performed only by contractors or mechanics approved by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed; provided, however, that (1) Landlord may, in its sole discretion, specify engineers, general contractors, subcontractors, and Tenant agree to permit Landlord or its employees or contractors architects to perform all or a portion of Tenant’s Alterations, work affecting the Building Systems; and (2) if Landlord will be entitled consents to a reasonable fee any Alterations that requires work to be agreed upon in each case. If Landlord is not permitted to perform Tenant’s Alterationsperformed outside the Premises, Landlord may nevertheless review or inspect all of elect to perform such work at Tenant’s Alterations during normal business hours, at Landlord’s sole cost's expense. (vii) Upon completion Tenant shall permit Landlord to supervise all Alterations, including, without limitation, the right (but not an obligation) to inspect the construction work during the progress thereof, and to require corrections of faulty construction or any material deviation from the plans for such Alterations as approved by Landlord; provided, however, that no such inspection shall be deemed to create any liability on the part of Landlord, or constitute a representation by Landlord or any person hired to perform such inspection that the work so inspected conforms with such plans or complies with any Governmental Requirements, and no such inspection shall give rise to a waiver of, or estoppel with respect to, Landlord's continuing right at any time or from time to time to require the correction of any Tenant’s faulty work or any material deviation from such plans. (viii) Tenant shall reimburse Landlord for actual and reasonable costs incurred by Landlord in connection with its management and supervision of the progress of the Alterations; provided, however, that Tenant shall have no obligation to pay Landlord under this Section 5.1(c)(viii) in the case of Alterations costing in excess of fifty thousand dollars less than Twenty-Five Thousand Dollars ($50,00025,000.00). (ix) (increasing by $2,500 at the beginning of each Lease Year)Upon completion, Tenant shall furnish Landlord with contractor’s 's affidavits and full and final statutory waivers of liens, as-built plans and specifications, and receipted bills covering all labor and materials, and all other close-out documentation reasonably related to the Alterations, including any other information required by Landlordunder any "Policies, Rules and Procedures for Construction Projects" which may be in effect at the time.

Landlord's Consent and Conditions. 1. Except for Minor Alterations (as defined below), Tenant shall not make any material improvements or alterations to the structural, mechanical or electrical portions of the Premises (the “Tenant’s AlterationsWork”) without in each instance submitting plans and specifications and the proposed contractor for the Tenant’s Alterations Work to Landlord and obtaining Landlord’s prior written consent, which . Tenant shall not be unreasonably withheld, conditioned or delayedpay Landlord’s actual costs incurred for review of all of the plans and all other items submitted by Tenant. Landlord may withhold will be deemed to be acting reasonably in withholding its consent in its sole discretion for any Tenant’s Alterations Work which (a) materially impacts the base structural components or systems of the BuildingBuilding Systems, (b) impacts any other tenant’s premises, or (c) is visible from outside the Premises, or (d) would utilize building materials or equipment which are inconsistent with Landlord’s standard building materials and equipment for the Building. 2. FurtherLandlord’s approval shall not be required for Work on the interior of the Premises costing less than Fifty Thousand Dollars ($50,000.00) per project (“Minor Alterations”), as a condition provided that (a) Landlord would not have the right to its reasonably withhold consent Landlord may require Tenant to remove such Tenant’s Alterations or changes to the Premises upon the expiration or earlier termination Work pursuant to clauses (1)(a) through (1)(d) of the Term Section 5.A(1) above; and (b) Tenant provides Landlord with written notice of such Minor Alteration, which shall include a copy of any governmental permits required to restore the Premises to the condition they were in complete such Minor Alteration, if any, prior to such Tenant’s Alterations, including restoring any damage resulting from such removal, all at Tenant’s expense. If Landlord elects to have Tenant remove any item of Tenant’s Alterations, it shall do so in writing at the time it approves the Tenant’s Alterations and Tenant shall have the option not to proceed with the proposed item of Tenant’s Alterations. This Section 5(a) shall not apply to Tenant’s commencing construction of its initial tenant improvements which shall be governed by Exhibit D. Tenant shall reimburse Landlord for actual out-of-pocket costs incurred for review of the plans for Tenant’s Alterationssuch Minor Alteration. 3. Tenant shall pay for the cost of all Tenant’s Alterations. All Tenant’s Alterations shall become Work, including the property cost of Landlord upon its installationany and all approvals, except for Tenant’s trade fixtures permits, fees and any other items that Tenant identifies charges which may be required as removable at the time it submits its Tenant’s Alterations plans for approvala condition of performing such Work. 4. The following requirements shall apply to all Tenant’s AlterationsWork: (ia) Prior to commencement, Tenant shall furnish to Landlord (i) building permits permits, (if required by applicable lawii) and certificates of insurance as required by this Leasesatisfactory to Landlord, and (iii) at Landlord’s request, a payment and performance bond in form reasonably acceptable to Landlord, in a principal amount not less than the estimated costs of such Work, to ensure Landlord against any liability for mechanic’s and materialmen’s liens and to ensure completion of the Work. (iib) Tenant shall use good faith efforts to perform all Tenant’s Alterations Work so as to maintain peace and harmony among other contractors serving the Project and shall use good faith efforts to minimize avoid unreasonable interference with other work to be performed or services to be rendered in the Project. Within two (2) days after notice by Landlord to Tenant that the performance of Tenant’s Alterations is unreasonably interfering with other work or services being rendered in the Project, Tenant shall take such action as is required to eliminate such unreasonable interference. Should Tenant fail to cure such unreasonable interference within such two-day period, Tenant shall be liable for any costs or expenses incurred by Landlord as a result of such unreasonable interference. (iiic) The Tenant’s Alterations Work shall be performed in a good and workmanlike manner, shall be consistent with meeting the standard for construction and quality of work materials in the initial tenant improvements approved by Landlord pursuant to Exhibit DBuilding, and shall comply with all insurance requirements and all applicable governmental laws, ordinances and ordinances, regulations or requirements of the United States of America, the State of California, or the ordinances, regulations or requirements of the local municipal or county governing body or other lawful authorities having jurisdiction over the Project, including, without limitation, any such laws, ordinances, regulations or requirements relating to hazardous materials or substances, as those terms are defined by applicable laws now or hereafter in effect (collectively, “Governmental Requirements”). (ivd) Tenant shall use good faith efforts to perform all Tenant’s Alterations Work so as to minimize or prevent unreasonable disruption to or interference with other tenantstenants of the Project, and Tenant shall comply with all reasonable requests of Landlord in response to complaints from other tenants. (ve) [intentionally omitted]Tenant shall perform all Work in compliance with any “Policies, Rules and Procedures for Construction Projects” which may be in effect at the time the Work is performed. (vif) If All Work shall be performed only by contractors or mechanics approved by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed; provided, however, that (i) Landlord may, in its sole discretion, specify engineers, general contractors, subcontractors, and Tenant agree to permit Landlord or its employees or contractors architects to perform all or a portion of Tenant’s Alterations, work affecting the Building Systems; and (ii) if Landlord will be entitled consents to a reasonable fee any Work that requires work to be agreed upon in each case. If Landlord is not permitted to perform Tenant’s Alterationsperformed outside the Premises, Landlord may nevertheless review or inspect all of elect to perform such work at Tenant’s Alterations during normal business hours, at Landlord’s sole costexpense. (viig) Tenant shall permit Landlord to supervise all Work, including, without limitation, the right (but not an obligation) to inspect the construction work during the progress thereof, and to require corrections of faulty construction or any material deviation from the plans for such Work as approved by Landlord; provided, however, that no such inspection shall be deemed to create any liability on the part of Landlord, or constitute a representation by Landlord or any person hired to perform such inspection that the work so inspected conforms with such plans or complies with any Governmental Requirements, and no such inspection shall give rise to a waiver of, or estoppel with respect to, Landlord’s continuing right at any time or from time to time to require the correction of any faulty work or any material deviation from such plans. (h) Landlord may charge a supervisory fee not to exceed five percent (5%) of labor, material, and all other costs of the Work to compensate Landlord for its review of plans and its management and supervision of the progress of the work. (i) Upon completion of any Tenant’s Alterations costing in excess of fifty thousand dollars ($50,000) (increasing by $2,500 at the beginning of each Lease Year)completion, Tenant shall furnish Landlord with contractor’s affidavits and full and final statutory waivers of liens, as-built plans and specifications, and receipted bills covering all labor and materials, and all other close-out documentation reasonably related to the Work, including any other information required by Landlordunder any “Policies, Rules and Procedures for Construction Projects” which may be in effect at the time.

Landlord's Consent and Conditions. (a) Except for Minor Alterations (as defined below), Tenant shall not make any material improvements or alterations to the structural, mechanical or electrical portions of the Premises (the “Tenant’s Alterations”) without in each instance submitting plans and specifications and the proposed contractor for the Tenant’s Alterations to Landlord and obtaining Landlord’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. Landlord may shall provide or withhold its consent in its sole discretion for any Tenantwithin ten (10) business days after Landlord’s Alterations which (a) impacts the base structural components or systems receipt of the Buildingplans and specifications; provided, (b) impacts any other tenant’s premiseshowever, or (c) is visible from outside that if the Premises. Further, as a condition to its consent Landlord may require Tenant to remove such Tenant’s Alterations or changes to the Premises upon the expiration or earlier termination nature of the Term Alterations is such that Landlord requires additional time to review such plans and to restore specifications, then the Premises to the condition they were in prior ten (10) business day period shall be extended to such Tenantlonger period as is reasonably necessary to complete Landlord’s Alterations, including restoring any damage resulting from such removal, all at Tenant’s expensereview. If Landlord elects to have Tenant remove any item of Tenant’s Alterations, it shall do so in writing at the time it approves the Tenant’s Alterations and Tenant shall have the option not to proceed with the proposed item of Tenantpay Landlord’s Alterations. This Section 5(a) shall not apply to Tenant’s construction of its initial tenant improvements which shall be governed by Exhibit D. Tenant shall reimburse Landlord for actual out-of-pocket costs incurred for review of all of the plans and all other items submitted by Tenant. Landlord will be deemed to be acting reasonably in withholding its consent for any Alterations which (i) impacts the base structural components or the Building Systems, (ii) are visible from outside the Premises or (iii) impacts any other tenant’s premises. As part of the Alterations, Landlord agrees that Tenant shall be entitled to construct exterior equipment pads located outside the Building leased by Tenant hereunder and one or more exterior chemical storage facilities, provided that Tenant shall first submit to Landlord the proposed plans for such Alterations and obtain Landlord’s written approval of such plans prior to commencing such Alterations. Landlord reserves the right to require Tenant, at its sole cost and expense, to remove such exterior Alterations upon termination or expiration of this Lease. Tenant agrees and acknowledges that any parking spaces which may be taken by Tenant in connection with the construction and installation of such pads shall be deducted from Tenant’s parking spaces as set forth in the Schedule. (b) Landlord’s approval shall not be required for Alterations on the interior of the Premises costing less than Twenty-Five Thousand Dollars ($25,000.00) per project (“Minor Alterations. ”), provided that (i) Landlord would not have the right to reasonably withhold consent to the Alterations pursuant to clauses (i) through (iii) of Section 5.1(a) above and such Alterations are not visible from outside the Premises; and (ii) Tenant provides Landlord with written notice of such Minor Alteration, which shall include a copy of any governmental permits required to complete such Minor Alteration, prior to commencing construction of such Minor Alteration. (c) Tenant shall pay for the cost of all Tenant’s Alterations. All Tenant’s Alterations shall become , including the property cost of Landlord upon its installationany and all approvals, except for Tenant’s trade fixtures permits, fees and any other items that Tenant identifies charges which may be required as removable at the time it submits its Tenant’s Alterations plans for approval. a condition of performing such Alterations. (d) The following requirements shall apply to all Tenant’s Alterations:; (i) Prior to commencementAt least seven (7) days before beginning any Alterations, Tenant shall furnish to Landlord (1) written notice of the expected commencement date of the Alterations to permit Landlord to post and record a notice of nonresponsibility, (2) building permits permits, (if required by applicable law3) and certificates of insurance as required by this Leasesatisfactory to Landlord, and, (4) at Landlord’s request with respect to Alterations in excess of Twenty-Five Thousand Dollars ($25,000.00), security for payment of all costs. (ii) Tenant shall use good faith efforts to perform all Tenantnot take any action which would violate Landlord’s Alterations so as to maintain peace labor contracts or which would cause a work stoppage, picketing, labor disruption or dispute, or interfere with Landlord’s or any other tenant’s or occupant’s business or with the rights and harmony among other contractors serving the Project and shall use good faith efforts to minimize unreasonable interference with other work to be performed or services to be rendered privileges of any person lawfully in the ProjectBuilding (“Labor Disturbance”). Within two (2) days after notice by Landlord to Tenant that the performance of Tenant’s Alterations is unreasonably interfering with other work or services being rendered in the Project, Tenant shall take such action as is required the actions necessary to eliminate such unreasonable interferenceresolve any Labor Disturbance, and shall have pickets removed and, at the request of Landlord, immediately terminate any work in the Premises that gave rise to the Labor Disturbance, until Landlord gives its written consent for the work to resume. Should Tenant fail to cure such unreasonable interference within such two-day period, Tenant shall be liable have no claim for damages against Landlord or any costs or expenses incurred by of the Landlord Parties as a result of such unreasonable interferencethe above actions. (iii) The Tenant’s Alterations shall be performed in a good and workmanlike manner, shall be consistent with meeting the standard for construction and quality of work materials in the initial tenant improvements approved by Landlord pursuant to Exhibit DBuilding, and shall comply with all insurance requirements and all applicable governmental laws, ordinances and ordinances, regulations or requirements of the United States of America, the State of California, or the ordinances, regulations or requirements of the local municipal or county governing body or other lawful authorities having jurisdiction over the Project, including, without limitation, any such laws, ordinances, regulations or requirements relating to hazardous materials or substances, as those terms are defined by applicable laws now or hereafter in effect (collectively, “Governmental Requirements”). (iv) Tenant shall use good faith efforts to perform all Tenant’s Alterations so as to minimize or prevent disruption to or interference with other tenants, and Tenant shall comply with all reasonable requests of Landlord in response to complaints from other tenants. (v) [intentionally omitted]Tenant shall perform all Alterations in compliance with any “Policies, Rules and Procedures for Construction Projects” which may be in effect at the time the Alterations is performed. (vi) If All Alterations shall be performed only by contractors or mechanics approved by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed; provided, however, that (1) Landlord may, in its reasonable discretion, specify engineers, general contractors, subcontractors, and Tenant agree to permit Landlord or its employees or contractors architects to perform all or a portion of Tenant’s Alterations, work affecting the Building Systems; and (2) if Landlord will be entitled consents to a reasonable fee any Alterations that requires work to be agreed upon in each case. If Landlord is not permitted to perform Tenant’s Alterationsperformed outside the Premises, Landlord may nevertheless review or inspect all of elect to perform such work at Tenant’s Alterations during normal business hours, at Landlord’s sole costreasonable expense. (vii) Upon completion Tenant shall permit Landlord to supervise all Alterations, including, without limitation, the right (but not an obligation) to inspect the construction work during the progress thereof, and to require corrections of faulty construction or any material deviation from the plans for such Alterations as approved by Landlord; provided, however, that no such inspection shall be deemed to create any liability on the part of Landlord, or constitute a representation by Landlord or any person hired to perform such inspection that the work so inspected conforms with such plans or complies with any Governmental Requirements, and no such inspection shall give rise to a waiver of, or estoppel with respect to, Landlord’s continuing right at any time or from time to time to require the correction of any Tenant’s faulty work or any material deviation from such plans. (viii) If Tenant requests that Landlord manage any Alterations, then Landlord may charge a supervisory fee not to exceed three percent (3%) of labor, material, and all other costs of the Alterations costing in excess to compensate Landlord for its management and supervision of fifty thousand dollars the progress of the work. ($50,000ix) (increasing by $2,500 at the beginning of each Lease Year)Upon completion, Tenant shall furnish Landlord with contractor’s affidavits and full and final statutory waivers of liens, as-built plans and specifications, and receipted bills hills covering all labor and materials, and all other close-out documentation reasonably related to the Alterations, including any other information required by Landlordunder any “Policies, Rules and Procedures for Construction Projects” which may be in effect at the time.