Common use of Landlord’s Work Clause in Contracts

Landlord’s Work. Section 38.1. Landlord, at its expense, shall perform the following work (“Landlord’s Work”): (i) Remove a 15-ton air-cooled air-conditioning unit and enclosure from the north wall of the Premises and replace the window louver with a Building-standard window; (ii) remove a 20-ton water-cooled air-conditioning unit and enclosure on the east wall of the Premises; (iii) install a new 40-ton water-cooled unit in the mechanical equipment room in the Premises, to enable Landlord to provide the air-conditioning in accordance with the provisions of Section 28.1 (D) of this Lease; (iv) provide the supply and return duct within the mechanical room and through the wall dampers with a “boot” extending to the exterior of the mechanical room for Tenant connections; and (v) isolate the return opening in the wall above the existing café millwork so that it no longer feeds return air from the adjoining space into the Premises. The new air-conditioning unit shall exclusively serve the Premises. All associated duct work modifications outside of the mechanical room for distribution necessary as a result of such work shall be performed by Tenant, at its expense. All other existing base Building air-conditioning units serving the Premises shall be refurbished by Landlord (other than the unit serving the server room in the Premises). Landlord shall use commercially reasonable efforts to complete the foregoing work by January 31, 2010, as such date shall be extended, on a day for day basis, for each day that this Lease is not fully executed by August 31, 2009. (B) Upgrade the elevator corridor in the 16th floor of the Building after consultation with Tenant, including as to one of Landlord’s Building-standard paint colors. The carpeting in the corridor shall be substantially similar to the carpeting in the elevator corridor on the 12th floor of the Building. Landlord shall perform such Landlord’s Work promptly after the date of this Lease but Tenant acknowledges that Landlord’s Work shall not be completed prior to the commencement date of the term of the Sublease. Landlord shall perform Landlord’s Work diligently and in a workmanlike manner in accordance with Laws. Landlord and Tenant shall take commercially reasonable steps to coordinate the performance of Landlord’s Work and the performance by Tenant of the Initial Alterations so that neither party is delayed in the completion of its work. Landlord shall perform Landlord’s Work in accordance with the provisions of Section 7.3.

Landlord’s Work. Section 38.1(a) Paragraph 2.4 of the Lease is hereby modified by deleting the second sentence thereof and replacing it with the following: On or before the 4th Floor Intended Commencement Date, Landlord shall deliver the fourth (4th) floor of the Leased Premises with the 4th Floor Tenant Improvements (as defined in the Work Letter attached hereto as Exhibit C) (the “Work Letter”) substantially complete (as described in Paragraph 7 of the Work Letter) and with the 1. Amendment No. 1 to Building B Bridge Space Lease fourth (4th) floor of the Leased Premises and such portion of the Landlord’s Work being Title 24 and ADA compliant as configured upon delivery to Tenant. On or before the 2nd and 3rd Floor Intended Commencement Date, at its expense, Landlord shall perform deliver the following second (2nd) and third (3rd) floors of the Leased Premises with the 2nd and 3rd Floor Tenant Improvements (as defined in the Work Letter) substantially complete and with the second (2nd) and third (3rd) floors of the Leased Premises and such portion of the Landlord’s Work being Title 24 and ADA compliant as configured upon delivery to Tenant (the foregoing work (in the entirety of the Leased Premises is referred to herein as “Landlord’s Work”): (i) Remove a 15-ton air-cooled air-conditioning unit and enclosure from ). For the north wall avoidance of the Premises and replace the window louver with a Building-standard window; (ii) remove a 20-ton water-cooled air-conditioning unit and enclosure on the east wall of the Premises; (iii) install a new 40-ton water-cooled unit in the mechanical equipment room in the Premisesconfusion, to enable Landlord to provide the air-conditioning in accordance with the provisions of Section 28.1 (D) of this Lease; (iv) provide the supply and return duct within the mechanical room and through the wall dampers with a “boot” extending to the exterior of the mechanical room for Tenant connections; and (v) isolate the return opening in the wall above the existing café millwork so that it no longer feeds return air from the adjoining space into the Premises. The new air-conditioning unit shall exclusively serve the Premises. All associated duct work modifications outside of the mechanical room for distribution necessary as a result of such work there shall be performed by Tenant, at its expense. All other existing base Building air-conditioning units serving the Premises no penalties and Tenant shall be refurbished by Landlord (other than the unit serving the server room in the Premises). Landlord shall use commercially reasonable efforts have no termination rights on account of Landlord’s failure to complete the foregoing work portions of the Landlord’s Work by January 31the dates set forth herein, 2010, as it being the intent of the parties that the sole consequence of such date shall delays would be extended, on a day for day basis, for each day that similar delays in the dates by which Base Monthly Rent would commence under this Lease is not fully executed by August 31, 2009Lease. (Bb) Upgrade the elevator corridor in the 16th floor of the Building after consultation with Tenant, including as to one of Landlord’s Building-standard paint colors. The carpeting in the corridor shall be substantially similar Exhibit C attached to the carpeting in the elevator corridor on the 12th floor of the Building. Landlord shall perform such Landlord’s Work promptly after the date of Lease is hereby deleted and replaced with Exhibit C attached to this Lease but Tenant acknowledges that Landlord’s Work shall not be completed prior to the commencement date of the term of the Sublease. Landlord shall perform Landlord’s Work diligently and in a workmanlike manner in accordance with Laws. Landlord and Tenant shall take commercially reasonable steps to coordinate the performance of Landlord’s Work and the performance by Tenant of the Initial Alterations so that neither party is delayed in the completion of its work. Landlord shall perform Landlord’s Work in accordance with the provisions of Section 7.3Amendment.

Landlord’s Work. (A) Subject to Section 38.1. Landlord6.3 hereof, Landlord shall perform, at its Landlord’s expense, shall perform the following work (such work being collectively referred to herein as “Landlord’s Work”): (i) Remove a 15-ton air-cooled air-conditioning unit and enclosure from the north wall of to construct the Premises and replace the window louver with a Building-standard window; (ii) remove a 20-ton water-cooled air-conditioning unit and enclosure as described on the east wall of plans and specifications based on the Premises; (iii) install a new 40-ton water-cooled unit in Initial Plans, as and to the mechanical equipment room in the Premises, extent approved by Landlord subject to enable Landlord to provide the air-conditioning and in accordance with Article 3 hereof (the provisions of Section 28.1 (D“Landlord’s Work Plans”) of this Lease; (iv) provide the supply and return duct within the mechanical room and through the wall dampers with a “boot” extending to the exterior of the mechanical room for Tenant connections; and (v) isolate the return opening in the wall above the existing café millwork so that it no longer feeds return air from the adjoining space into the Premises. The new air-conditioning unit shall exclusively serve the Premises. All associated duct work modifications outside of the mechanical room for distribution necessary as a result of such work shall be performed prepared by Tenant, at its Tenant’s expense, which are based on the Initial Plans to the extent approved by Landlord subject to the provisions of Article 3 hereof. All other existing base Building air-conditioning units serving On or before December 15, 2006, Tenant shall prepare, at Tenant’s expense, and provide Landlord with six (6) copies of the Premises plans and specifications for Landlord’s Work (the “Initial Plans”) (including, without limitation, layout, architectural, mechanical and structural drawings, to the extent applicable) in CADD format that contain sufficient detail for Landlord and Landlord’s consultants to reasonably assess the proposed Landlord’s Work and which are based on the Preliminary Drawing No. SP-1, dated November 7, 2006, prepared by Spin Design, Inc., a copy of which is attached hereto as Exhibit “6.2”. Nothing contained herein shall obligate Landlord to install furniture systems, furniture, telecommunications wiring or computer systems even if the same are shown on the Initial Plans or Landlord’s Work Plans. Notwithstanding anything contained herein to the contrary, in the event that Substantial Completion shall be refurbished delayed by reason of (i) failure by Tenant to deliver the Initial Plans to Landlord on or before December 15, 2006, (other than ii) Tenant’s delay in revising or supplying additional information with respect to the unit serving Initial Plans if requested by Landlord, (iii) any acts or omissions of Tenant including, without limitation, the server room Early Access, any changes or change orders to the Initial Plans or Landlord’s Work Plans, (iv) Unavoidable Delays, (v) items of Landlord’s Work that are Long Lead Work, (vi) any failure of Tenant to make payment due under this Article 6 (with the understanding that Landlord shall not be obligated to perform items of Landlord’s Work to the extent Tenant fails to timely pay therefor as required hereunder, (vii) Landlord’s Work requiring materials that are not Building standard or require finishes or fitting in excess of Building standard and (viii) Tenant’s failure to respond to review the Premisesbids referred to in Section 6.3 hereof following receipt (the aggregate period of the delays referred to in clauses (i) through (viii) above being referred to herein as “Tenant Delays”), then the Commencement Date and Substantial Completion of Landlord’s Work shall be deemed to have occurred on the date it would have but for Tenant Delays. Landlord’s Work shall be performed and completed in a good and workmanlike, in accordance with all applicable Requirements. Landlord shall use commercially reasonable efforts notify Tenant (which notice may be oral) if any items of Landlord’s Work are Long Lead Work. Landlord shall transfer to complete the foregoing work Tenant any warranties received by January 31, 2010, as Landlord in connection with Landlord’s Work provided that such date transfer shall be extended, on a day for day basis, for each day that this Lease is not fully executed by August 31, 2009void such warranties. (B) Upgrade Landlord shall have the elevator corridor in the 16th floor right to delegate Landlord’s obligations to perform all or any portion of the Building after consultation with Tenant, including as to one of Landlord’s Building-standard paint colors. The carpeting in the corridor shall be substantially similar to the carpeting in the elevator corridor on the 12th floor of the Building. Landlord shall perform such Landlord’s Work promptly after the date to an Affiliate of this Lease but Tenant acknowledges Landlord (it being understood, however, that Landlord’s Work delegating such obligations to an Affiliate of Landlord shall not be completed prior to the commencement date of the term of the Sublease. Landlord shall perform diminish Landlord’s Work diligently and in a workmanlike manner in accordance with Laws. Landlord and Tenant shall take commercially reasonable steps to coordinate liability for the performance of Landlord’s Work and the performance by Tenant of the Initial Alterations so that neither party is delayed in the completion of its work. Landlord shall perform Landlord’s Work in accordance with the provisions terms of this Section 7.36.2. Landlord shall also have the right to assign to such Affiliate of Landlord the rights of Landlord hereunder to receive from Tenant the payments for the performance of the portions of Landlord’s Work (it being understood that if (i) Landlord so assigns such rights to such Affiliate of Landlord, and (ii) Landlord gives Tenant notice thereof, then Tenant shall pay directly to such Affiliate any such amounts otherwise due and payable to Landlord hereunder). Landlord shall not be required to maintain or repair during the Term any items of Landlord’s Work except as otherwise expressly provided in this Lease, it being agreed that Landlord shall make available to Tenant all guaranties or warranties received by Landlord in connection with Landlord’s Work to the extent such guaranties or warranties shall not be rendered invalid thereby. (C) For purposes hereof, the term “Long Lead Work” shall mean any item which is not a stock item and must be specially manufactured, fabricated or installed or is of such an unusual, delicate or fragile nature that there is a substantial risk that (i) there will be a delay in its manufacture, fabrication, delivery or installation, or (ii) after delivery of such item will need to be reshipped or redelivered or repaired so that, in Landlord’s reasonable judgment, the item in question cannot be completed when the standard items are completed even though the items of Long Lead Work in question are (1) ordered together with the other items required and (2) installed or performed (after the manufacture or fabrication thereof) in order and sequence that such Long Lead Work and other items are normally installed or performed in accordance with good construction practice. In addition, Long Lead Work shall include any standard item, which in accordance with good construction practice should be completed after the completion of any item of work in the nature of the items described in the immediately preceding sentence.

Landlord’s Work. Section 38.1. (a) As of the Extension Date, Tenant shall accept the Leased Premises in its then “as is” and “where is” condition, with Tenant accepting all defects, if any, except that Landlord, at its Landlord’s sole cost and expense, shall perform make the following work alterations and modifications to the Leased Premises (individually and collectively, the “Landlord’s Work”): (i) Remove a 15-ton air-cooled air-conditioning unit and enclosure from Install the north wall 125 XX Xxxxxx Generator for purposes of the Premises and replace the window louver with a Building-standard window; (ii) remove a 20-ton water-cooled air-conditioning unit and enclosure on the east wall of the Premises; (iii) install a new 40-ton water-cooled unit in the mechanical equipment room in the Premises, to enable Landlord to provide the air-conditioning operating base building emergency systems in accordance with the provisions ofProposal attached as Exhibit A. All costs of operating and maintaining the generator shall be included in operating charges. Section 28.1 (ii) Renovate all restrooms in accordance with the following specifications: (A) Demo and remove all tile during off hours (B) Install new 12 x 12 or 18 x18 floor tile and 6" base (C) Install wall tile on wet walls (D) of this Lease; Replace all fixture with new and include auto flush valves (ivE) provide Replace all countertops with new ($20/sf material allowance) (F) Replace all mirrors (G) Replace Doors to Shower Rooms (H) Install New Toilet Partitions and Accessories (Stainless Steel) (I) Repaint all restrooms (J) Remove / Clean / Reinstall all diffusers (K) Replace Egg Crates with new at light fixtures (L) Tile in showers will not be replaced. Tile in locker rooms adjacent and around will be replaced. (b) Tenant acknowledges that except as expressly set forth above, the supply and return duct within the mechanical room and through the wall dampers with a “boot” extending to the exterior of the mechanical room for Tenant connections; and (v) isolate the return opening in the wall above the existing café millwork so that it no longer feeds return air from the adjoining space into the Premises. The new air-conditioning unit shall exclusively serve the Premises. All associated duct work modifications outside of the mechanical room for distribution necessary as a result of such work Landlord’s Work shall be performed by Tenant, at its expense. All other existing base Building air-conditioning units serving the Premises shall be refurbished by Landlord (other than the unit serving the server room in the Premises)done primarily or exclusively during normal business hours. Landlord and Landlord’s contractors shall use make commercially reasonable efforts to complete the foregoing work by January 31, 2010, as such date avoid disruptions to Tenant’s business during construction. Tenant shall be extended, on a day for day basis, for each day that this Lease is not fully executed by August 31, 2009. (B) Upgrade the elevator corridor in the 16th floor of the Building after consultation cooperate with Tenant, including as to one of Landlord and Landlord’s Building-standard paint colors. The carpeting in representative to facilitate the corridor shall be substantially similar to the carpeting in the elevator corridor on the 12th floor of the Building. Landlord shall perform such Landlord’s Work promptly after the date of this Lease but Tenant acknowledges that Landlord’s Work shall not be completed prior to the commencement date of the term of the Sublease. Landlord shall perform Landlord’s Work diligently and in a workmanlike manner in accordance with Laws. Landlord and Tenant shall take commercially reasonable steps to coordinate the performance orderly construction of Landlord’s Work and the performance by Tenant without delay resulting from any act or failure to act of the Initial Alterations so that neither party is delayed in the completion of its work. Landlord shall perform Landlord’s Work in accordance with the provisions of Section 7.3Tenant.

Landlord’s Work. Section 38.1. Landlord, at its expense, The Landlord shall perform the following complete work (“Landlord’s Work”): (i) Remove a 15-ton air-cooled air-conditioning unit and enclosure from the north wall of in the Premises and replace the window louver with a Building-standard window; (ii) remove a 20-ton water-cooled air-conditioning unit and enclosure on the east wall of the Premises; (iii) install a new 40-ton water-cooled unit in the mechanical equipment room in the Premises, to enable Landlord to provide the air-conditioning in accordance with the provisions of Section 28.1 (D) of this Lease; (iv) provide the supply specifications and return duct within the mechanical room and through the wall dampers with a “boot” extending to the exterior of the mechanical room for Tenant connections; and (v) isolate the return opening in the wall above the existing café millwork so that it no longer feeds return air from the adjoining detailed space into the Premisesplan approved by Landlord. The new air-conditioning unit shall exclusively serve the Premises. All associated duct work modifications outside of the mechanical room for distribution necessary as a result of such Such work shall be performed by Tenant, at its expense. All other constructed using the standard finishes for the Building and shall include the following: a) provide like new T-bar and acoustic ceiling tiles with base building standard distribution of light fixtures; b) provide clean like new Building standard blinds throughout the Premises; c) provide base building mechanical and electrical drawings and the most up-to-date as-built mechanical and electrical drawings for the jd and 4m floors; d) remove all existing base Building air-conditioning units serving flooring to a broom swept finish; e) ensure the Premises is clean and free of all refuse and chattels; f) Landlord shall be refurbished by Landlord (other than provide a certificate from a qualified structural engineer confirming the unit serving total permitted floor loading on a pounds per square foot basis within the server room Premises together with any variations in the permitted load at specific locations within the Premises). ; g) clean and remove any wire or cabling within the Premises that is not specific to the Tenant’s use; and h) the Building’s main power feed has the capacity and the Landlord shall use commercially reasonable efforts allow Tenant to complete connect to 500 amps/480 volts of power from the foregoing work by January 31, 2010, as such date shall be extended, on a day for day basis, for each day that this Lease is not fully executed by August 31, 2009. (B) Upgrade the elevator corridor in the 16th floor of the Building after consultation with Tenant, including as power coming to one of Landlord’s Building-standard paint colors. The carpeting in the corridor shall be substantially similar to the carpeting in the elevator corridor on the 12th floor of the Building. Landlord shall perform such Landlord’s Work promptly after the date of this Lease but Tenant acknowledges that Landlord’s Work shall not be completed prior to the commencement date of the term of the Sublease. Landlord shall perform Landlord’s Work diligently and in a workmanlike manner in accordance with Laws. The Landlord and Tenant shall take commercially reasonable steps meet to coordinate the performance establish a schedule for completion of Landlord’s Work and the performance by Tenant of the Initial Alterations so that neither party is delayed shall use its best efforts to assist Landlord in the completion of its work. Landlord shall perform completing Landlord’s Work in accordance with said schedule. Landlord shall not be responsible for any delays caused by Tenant’s failure to agree to or act in accordance with the provisions of said schedule. The following is added to the Lease as Section 7.3.6.00: Section 6. 00 - Early Occupancy

Landlord’s Work. Section 38.1. Landlord, at its expense, shall perform the following work (“Landlord’s Work”): (i) Remove a 15-ton air-cooled air-conditioning unit Landlord shall provide all labor, materials and enclosure from --------------- expertise necessary for the north wall improvement of the Premises New Space ("the Landlord's Work), the pre layout and replace specification for which are set forth m Exhibits "lA3" and "lA4" attached hereto. Tenant agrees to furnish to Architect such information as is necessary to enable the window louver Architect to complete the required architectural drawings and specifications for the Landlord's Work which shall, to the extent practicable, be consistent with the preliminary layout and specifications in Exhibits "1A3" and "1A4". Based upon the information delivered by Tenant, Landlord shall submit to Tenant schematic plans and outline specifications, together with a Building-standard window; preliminary estimate of the cost of the Landlord's Work (the "Phase 1 PI"). Following approval of the Phase 1 Plans pursuant to subsection (ii) remove below, Landlord shall submit to Tenant preliminary mechanical, electrical and plumbing plans, and a 20-ton water-cooled air-conditioning unit and enclosure on the east wall revised estimate of the Premises; cost of the Landlord's Work (the "Phase 2 Plans"). Following approval of the Phase 2 Plans pursuant to subsection (ii) below, Landlord shall submit to Tenant final, working construction drawings and a revised estimate of the cost of the Landlord's Work (the "Phase 3 Plans"). Xxx Xxxxx 0 Xxxxx, Xxxxx 0 Plans and Phase 3 Plans are hereinafter collectively called the "Phase Plans." (ii) Upon receipt of each of the Phase 1 Plans and Phase 2 Plans (collectively the "Preliminary Plans"), Tenant shall have 14 days to review the same, during which it shall either approve, in writing, the submitted Preliminary Plans or submit to Landlord changes and modifications thereto. If Tenant approves the submitted Preliminary Plans or fails to respond to Landlord within such 14-day period, such documents shall be deemed approved. If, however, Tenant proposes changes or modifications, the Architect shall revise the Preliminary Plans to reflect such changes and modifications and such revised Preliminary Plans shall be delivered to Tenant, together with a revised estimate of the cost of the Landlord's Work. Upon receipt of the Phase 3 Plans, Tenant shall have 7 days to review the same, during which period it shall either approve, in writing, the submitted Phase 3 Plans or submit to Landlord changes and modifications thereto. If Tenant approves the submitted Preliminary Plans or fails to respond to Landlord within such 7-day period, such documents shall be deemed approved. If, however, Tenant proposes changes or modifications, Landlord shall have the Phase 3 Plans revised to reflect such changes and modifications and such revised Phase 3 Plans shall be delivered to Tenant, together with a revised estimate of the cost of the Landlord's Work. Upon Tenant's approval, in writing, of the revised Phase 3 Plans (which approval shall be deemed given if Tenant fails to disapprove within five days after Tenant's receipt thereof), the revised Phase 3 Plans will be deemed approved. At all stages of the design and planning process, Landlord shall assist Tenant in coordinating any desired revisions and will provide Tenant with suggestions to facilitate potential cost savings. The Phase 3 Plans are referred to herein collectively as the "Tenant Plans." (iii) install a new 40-ton water-cooled unit in Tenant agrees that it will not withhold or delay approval of any of the mechanical equipment room in the Premises, to enable Landlord to provide the air-conditioning in accordance Plans (or any revisions them") which am consistent with the provisions of Section 28.1 (D) prior phase of this Lease; (iv) provide plans, or revisions requested by Tenant. Any and all fees and expenses charged by the supply and return duct within the mechanical room and through the wall dampers with a “boot” extending to the exterior of the mechanical room for Tenant connections; and (v) isolate the return opening in the wall above the existing café millwork so that it no longer feeds return air from the adjoining space into the Premises. The new air-conditioning unit shall exclusively serve the Premises. All associated duct work modifications outside of the mechanical room for distribution necessary Architect as a result of such work changes by Tenant in the scope of the Landlord's Work or the basis of design of the Landlord's Work are in addition to the Fit Out Cost and shall be performed paid by Tenant in addition to all other sums payable by Tenant pursuant to this Lease. (iv) Within 5 days after determination of the Tenant Plans, Landlord shall provide Tenant with a final determination of the cost of the T Landlord's Work, which amount, when approved in writing by Tenant, at its expense. All other existing base Building air-conditioning units serving the Premises shall be refurbished by Landlord (other than deemed to be the unit serving the server room in the Premises). Landlord shall use commercially reasonable efforts to complete the foregoing work by January 31, 2010, as such date shall be extended, on a day for day basis, for each day that this Lease is not fully executed by August 31, 2009. (B) Upgrade the elevator corridor in the 16th floor of the Building after consultation with Tenant, including as to one of Landlord’s Building-standard paint colors. The carpeting in the corridor shall be substantially similar to the carpeting in the elevator corridor on the 12th floor of the Building. Landlord shall perform such Landlord’s Work promptly after the date of this Lease but Tenant acknowledges that Landlord’s Work shall not be completed prior to the commencement date of the term of the Sublease. Landlord shall perform Landlord’s Work diligently and in a workmanlike manner in accordance with LawsFit- Out Cost. Landlord and Tenant stipulate and agree that Tenant shall take commercially reasonable steps have no obligation to coordinate approve a Fit-Out Cost that is in excess of $1,675,450.00. AU cost estimates furnished by Landlord shall list the performance cost for each item or component of Landlord’s 's Work and the performance by Tenant of the Initial Alterations so that neither party is delayed in the completion of its workreasonable detail. Landlord shall perform bear the sole responsibility for insuring that the Tenant Plans conform to the Building Core and Shell. Landlord shall, in its own name, prepare and award all contracts ('Construction Contracts") with general contractors (unless Landlord shall serve as the general contractor) and subcontracts and other contracts as may be necessary to effectuate the Landlord’s 's Work; provided that Landlord shall not execute (without Tenant's written approval) any Construction Contract that would cause the cost of the Landlord's Work in accordance to exceed the Fit-Out Cost. Landlord agrees that the cost of the Landlord's Work shall be equal to the actual cost paid under the Construction Contracts, without any further xxxx-up or price increase by Landlord. Tenant acknowledges that the General Contractor is an affiliate of Landlord, and accordingly the cost to Landlord under the Construction Contract with the provisions such General Contractor shall include a xxxx-up of Section 7.3ten (10%) percent for profit.

Landlord’s Work. Section 38.1. Landlord, at its sole cost and expense, shall perform construct (i) the following Building of the Project in which the Premises will be located as generally described on Exhibit “D-1” attached hereto (sometimes referred to as the “Base Building Improvements”), and (ii) V A V tenant boxes installed and operational on each floor with perimeter fan-powered boxes installed and operational along with perimeter slot diffusers and related ductwork. The foregoing work (to be constructed by Landlord is collectively referred to as “Landlord’s Work.” Landlord’s Work shall be completed by Landlord in a good and workmanlike manner and in accordance with all applicable laws and regulations (including all handicap accessibility laws) in all material respects. It is estimated that Landlord will achieve substantial completion of Landlord’s Work on or before July 16, 2006 subject to extension for, among other things, items of force mejeure (the “Estimated Completion Date”): (i) Remove a 15-ton air-cooled air-conditioning unit and enclosure from ). To the north wall extent that the design in such construction of the Premises Landlord’s Work must be changed or added to in order to accommodate the special needs of Tenant in the Premises, such changes or additions will be considered part of the Tenant’s Work and replace any increased cost shall be paid for by Tenant in accordance with this Leasehold Improvements Agreement. The Landlord’s Work will not include any of the window louver with a Building-standard windowTenant’s Work (as defined herein) and, without limiting the generality of the foregoing, the Landlord’s Work will exclude the following: (a) Tenant’s ceiling and lighting; (iib) remove a 20-ton water-cooled air-conditioning unit and enclosure on the east wall of floor finish in the Premises; (iiic) install a new 40-ton water-cooled unit in the mechanical equipment room interior finishes of any kind in the Premises; (d) interior partitions, to enable Landlord doors, and hardware within the Premises; (e) Tenant’s furnishing, fixtures and equipment; (f) plumbing fixtures within the Premises; (g) distribution of plumbing and electrical services; and (h) any and all signs for the Tenant and the power therefore; (i) electrical panel distribution wiring and fixtures throughout the Premises. Except for Landlord’s agreement to provide the air-conditioning Landlord’s Work, and copies of the shell building drawings and any changes thereto during construction that may affect Tenant’s plans and specifications, Landlord has made no warranties or representations as to the condition of the Premises of any kind or nature, express, implied, or otherwise of any covenants of any kind or nature in accordance connection with the provisions of Section 28.1 (D) of this Lease; (iv) provide the supply and return duct within the mechanical room and through the wall dampers with a “boot” extending to the exterior condition of the mechanical room for Tenant connections; Premises, and (v) isolate the return opening in the wall above the existing café millwork so that it Landlord has made no longer feeds return air from the adjoining space into commitments to remodel, repair, re-decorate, or improve the Premises. The new airTenant acknowledges and agrees that Tenant has taken the Premised, including, but not limited to, all mechanical and electrical improvements therein or thereto in an “AS IS” condition and will be responsible for all finish-conditioning unit shall exclusively serve the out work which may be necessary in connection with such Premises. All associated duct work modifications outside of the mechanical room for distribution necessary as a result of such work shall be performed by Tenant, at its expense. All other existing base Building air-conditioning units serving the Premises shall be refurbished by Landlord (other than the unit serving the server room in the Premises)Landlord’s Work. Landlord shall use commercially reasonable efforts will notify Tenant from time to complete time of any extensions to the foregoing work by January 31, 2010, as such date shall be extended, Estimated Completion Date but will diligently pursue completion of Landlord’s Work. Landlord will tender possession of the Premises to Tenant and Tenant will accept tender of possession of the Premises when Landlord’s contractor for Landlord’s Work has secured an “above the ceiling inspection” on a day for day basis, for each day that this Lease is not fully executed by August 31, 2009. (B) Upgrade the elevator corridor in the 16th first floor of the Building after consultation with Tenant, including as by the City of Austin that such inspectors determines to one be acceptable and Landlord gives Tenant notice of Landlord’s Building-standard paint colorssuch satisfactory inspection (“Tender of the Premises”). The carpeting “above ceiling inspection” is the standard City of Austin inspection consisting generally of electrical, plumbing and mechanical above ceiling rough in the corridor shall be substantially similar to the carpeting in the elevator corridor on the 12th floor inspection and above ceiling Fire Department visual and flow inspection of the Buildingsprinkler system. Landlord shall perform such Landlordanticipates that Tender of the Premises will occur by approximately June 1, 2006 by written notice from Landlord to Tenant which will allow for Tenant to cause the commencement of construction of the Tenant’s Work promptly after Work. If the date of this Lease but Tenant acknowledges that Landlord’s Work shall not “above ceiling inspection” reveals certain remaining items to be completed or corrected that are within the scope of that inspection, Landlord and Tenant may nevertheless, by mutual agreement, agree to Tender of the Premises prior to the commencement date of final “above the term of the Sublease. ceiling inspection.” Landlord shall perform Landlord’s Work diligently and in a workmanlike manner in accordance with Laws. Landlord and Tenant shall take commercially reasonable steps will be deemed to coordinate the performance have achieved substantial completion of Landlord’s Work and upon the performance by Tenant latter of (i) the Initial Alterations so that neither party is delayed in the issuance of a certificate of substantial completion of its work. Landlord shall perform Landlord’s Work by Landlord’s architect, and (ii) the issuance of a temporary certificate of occupancy for the shell building by the City of Austin (sometimes referred to as a shell certificate of occupancy). Landlord will notify Tenant in accordance writing (along with a copy of such certificate of substantial completion and such certificate of occupancy) within forty-eight (48) hours of when Landlord achieves substantial completion of the provisions Landlord’s Work. The foregoing notwithstanding, it is understood and agreed that Tender of Section 7.3the Premises will occur prior to Landlord achieving substantial completion of Landlord’s Work.

Landlord’s Work. Section 38.1. Landlord, at its expense, shall perform the following work (“As Landlord’s Work”): , Landlord shall cause its contractor to construct leasehold improvements in the Premises substantially in accordance with the Initial Plan and any Architectural Plans approved by Tenant and Landlord as provided in Section 2 of this Exhibit. Any work required by Tenant in addition to Landlord’s Work shall be constructed at Tenant’s expense by Landlord as Additional Work as provided in Section 5 of this Exhibit or by Tenant pursuant to Section 7 of this Exhibit in a manner that does not interfere with Landlord’s Work or other work in the Project. Following compliance with Sections 2 and 3 of this Exhibit, Landlord shall obtain a building permit and, subject to the other terms and conditions of this Exhibit and the Lease, shall proceed diligently to cause Landlord’s Work to be substantially completed. It is expressly understood that all work to be done in the Premises shall be subject to approval by Landlord and that no work shall be undertaken in the Premises until such approval is given in writing. For purposes of this Exhibit, “substantial completion” means: (i) Remove a 15-ton air-cooled air-conditioning unit completion of Landlord’s Work except for minor finishing and enclosure from the north wall of the Premises punchlist activity which docs not materially interfere with Tenant’s use and replace the window louver with a Building-standard window; (ii) remove a 20-ton water-cooled air-conditioning unit and enclosure on the east wall occupancy of the Premises; and (iiiii) install a new 40-ton water-cooled unit in issuance of any necessary municipal certificate of occupancy Within thirty (30) days after the mechanical equipment room in Commencement Date of the Lease, the parties shall inspect the Premises, to enable Landlord to provide the air-conditioning in accordance with the provisions of Section 28.1 (D) have all systems demonstrated, and prepare a punchlist of this Lease; (iv) provide the supply and return duct within the mechanical room and through the wall dampers with a “boot” extending to the exterior incomplete or defective details of the mechanical room for Tenant connections; and (v) isolate the return opening in the wall above the existing café millwork so that it no longer feeds return air from the adjoining space into the Premises. The new air-conditioning unit shall exclusively serve the Premises. All associated duct work modifications outside of the mechanical room for distribution necessary as a result of such work shall be performed by Tenant, at its expense. All other existing base Building air-conditioning units serving the Premises shall be refurbished by Landlord (other than the unit serving the server room in the Premises)construction. Landlord shall will use commercially reasonable efforts diligence to promptly complete the foregoing work punchlist items after Tenant provides the punchlist to Landlord. A certificate signed by January 31, 2010, as such date shall be extended, on a day for day basis, for each day that this Lease is not fully executed by August 31, 2009. (B) Upgrade the elevator corridor in the 16th floor of the Building after consultation with Tenant, including as to one of Landlord’s Building-standard paint colors. The carpeting in the corridor shall be substantially similar to the carpeting in the elevator corridor on the 12th floor of the Building. Landlord shall perform such Landlord’s Work promptly after the date of this Lease but Tenant acknowledges Architect that Landlord’s Work has been substantially completed or finally completed shall not be completed prior to conclusive and binding on the commencement date of the term of the Sublease. Landlord shall perform Landlord’s Work diligently and in a workmanlike manner in accordance with Laws. Landlord and Tenant shall take commercially reasonable steps to coordinate the performance of Landlord’s Work and the performance by Tenant of the Initial Alterations so that neither party is delayed in the completion of its work. Landlord shall perform Landlord’s Work in accordance with the provisions of Section 7.3parties.

Landlord’s Work. Section 38.1. Landlord, at its expense, shall perform Landlord will make certain improvements to the following work Premises (the “Landlord’s Work”): ) as set forth on that certain space plan and scope of work (icollectively, the “Plans”) Remove a 15-ton air-cooled air-conditioning unit attached hereto as Schedule 1 and enclosure previously approved by Tenant. Should said Plans or any part of Landlord’s Work require the preparation or development of additional plans or specifications, then Tenant shall have three (3) business days from the north wall of the Premises and replace the window louver with a Building-standard window; (ii) remove a 20-ton water-cooled air-conditioning unit and enclosure on the east wall of the Premises; (iii) install a new 40-ton water-cooled unit in the mechanical equipment room in the Premises, to enable Landlord to provide the air-conditioning in accordance with the provisions of Section 28.1 (D) of this Lease; (iv) provide the supply and return duct within the mechanical room and through the wall dampers with a “boot” extending to the exterior of the mechanical room for Tenant connections; and (v) isolate the return opening in the wall above the existing café millwork so that it no longer feeds return air from the adjoining space into the Premises. The new air-conditioning unit shall exclusively serve the Premises. All associated duct work modifications outside of the mechanical room for distribution necessary as a result Landlord’s submission of such work additional plans or specifications to Tenant to approve or disapprove the same. Tenant’s failure to so approve or disapprove within such three (3) business day period shall be performed by Tenantconstitute a Tenant Delay (as defined herein) and, at its expenseLandlord’s election, be deemed Tenant’s approval thereof. All other existing base Building air-conditioning units serving Tenant’s disapproval of such plans and specifications shall specifically identify the Premises shall be refurbished by Landlord (other than the unit serving the server room in the Premises)nature of such disapproval. Landlord shall use commercially reasonable efforts then have such plans and specifications amended to complete the foregoing work by January 31, 2010, as incorporate those items specified in Tenant’s disapproval to which Landlord agrees. Tenant’s approval of such date shall be extended, on a day for day basis, for each day that this Lease is not fully executed by August 31, 2009. (B) Upgrade the elevator corridor in the 16th floor of the Building after consultation with Tenant, including as to one of Landlord’s Building-standard paint colors. The carpeting in the corridor shall be substantially similar to the carpeting in the elevator corridor on the 12th floor of the Building. Landlord shall perform such Landlord’s Work promptly after the date of this Lease but Tenant acknowledges that Landlord’s Work plans and specifications shall not be completed prior unreasonably withheld, conditioned or delayed. Landlord and Tenant shall diligently work together in good faith to agree upon such plans and specifications, it being agreed that Tenant shall have no right to request that such plans and specifications be revised to reflect any work which is not contemplated on Schedule 1 attached hereto except pursuant to Section 5 below. Upon approval, or deemed approval, of such additional plans and specifications the commencement date same shall be deemed the “Plans” for the purposes of this Work Letter. Except as may be otherwise shown on the term of the Sublease. Plans, Landlord shall perform Landlord’s Work diligently using new building standard materials, quantities and procedures then in a workmanlike manner in accordance with Laws. Landlord and Tenant shall take commercially reasonable steps to coordinate the performance of use by Landlord’s Work and the performance by Tenant of the Initial Alterations so that neither party is delayed in the completion of its work. Landlord shall perform Landlord’s Work in accordance with the provisions of Section 7.3.

Landlord’s Work. Section 38.1. LandlordPrior to June 30, 2025 (which date shall be extended for Force Majeure Delays and Tenant Delays), Landlord shall, at its expensesole cost and expense (and without any contribution from Tenant, shall perform through CAM Charges or otherwise), (i) upgrade the following work existing interior lighting in the Premises to LED lighting, and (ii) install a 400-amp electric panel (277/480 volt, 42 circuit) to serve the Premises (collectively, “Landlord’s Work”): (i) Remove ). Pursuant to a 15-ton air-cooled air-conditioning unit and enclosure from the north wall of schedule provided by Landlord to Tenant in advance, Xxxxxx hereby agrees to give Landlord access to the Premises during regular business and replace the window louver with a Buildingnon-standard window; (ii) remove a 20-ton water-cooled air-conditioning unit and enclosure on the east wall of the Premises; (iii) install a new 40-ton water-cooled unit in the mechanical equipment room in the Premises, business hours to enable Landlord to provide the air-conditioning in accordance with the provisions of Section 28.1 (D) of this Lease; (iv) provide the supply and return duct within the mechanical room and through the wall dampers with a “boot” extending to the exterior of the mechanical room for Tenant connectionsperform Landlord’s Work; and (v) isolate the return opening in the wall above the existing café millwork so provided that it no longer feeds return air from the adjoining space into the Premises. The new air-conditioning unit shall exclusively serve the Premises. All associated duct work modifications outside of the mechanical room for distribution necessary as a result of such work shall be performed by Tenant, at its expense. All other existing base Building air-conditioning units serving the Premises shall be refurbished by Landlord (other than the unit serving the server room in the Premises). Landlord shall use commercially reasonable efforts to complete the foregoing work by January 31, 2010, as minimize interference with Xxxxxx’s business operations during such date shall be extended, on a day for day basis, for each day that this Lease is not fully executed by August 31, 2009. (B) Upgrade the elevator corridor in the 16th floor of the Building after consultation with Tenant, including as to one of Landlord’s Building-standard paint colors. The carpeting in the corridor shall be substantially similar to the carpeting in the elevator corridor on the 12th floor of the Buildingaccess. Landlord shall perform such be responsible for all aspects of the Landlord’s Work. Without limiting the foregoing, Landlord’s Work promptly after shall be completed in a good and workmanlike manner, and in compliance with all applicable laws, ordinances, building codes and requirements of public authorities. In the date of this Lease but Tenant acknowledges event that Landlord’s Work shall is not be substantially completed prior to the commencement date (i.e., completed other than punchlist items that do not materially interfere with Tenant’s use and occupancy of the term of Premises, as certified by Landlord’s contractor performing the Sublease. Landlord Landlord’s Work) by July 31, 2025 (which date shall perform be extended for Force Majeure Delays and Tenant Delays), then Base Rent will be abated one (1) day for every two (2) days beyond July 31, 2025 (as the same may be extended for Force Majeure Delays and/or Tenant Delays) that the Landlord’s Work diligently and in a workmanlike manner in accordance with Laws. Landlord and Tenant shall take commercially reasonable steps to coordinate remains not substantially completed (provided that such abatement will end upon the performance substantial completion of the Landlord’s Work and the performance by Tenant of the Initial Alterations so that neither party is delayed in the completion of its work. Landlord shall perform Landlord’s Work in accordance with the provisions of Section 7.3Work).

Landlord’s Work. Section 38.1. At Landlord’s sole cost and expense using new Building standard materials and in compliance with all applicable laws and code requirements, at its expense, Landlord shall perform the following work in the 888 Xxxx Drive Building (collectively, “Landlord’s Work”): ): (a) replace the two (2) existing heating, ventilation and air-conditioning (“HVAC”) units located on the roof of the 000 Xxxx Xxxxx Building identified as AC-1 (Model No. SXHCC7540G78A99D3A01NT; Rating 75; Serial Number J88D71270) and AC-2 (Model No. SXHCC6040G67A89D3A01NT; Rating 60; Serial Number X00X00000) (collectively, the “Existing HVAC Units”) with new HVAC units to provide heating and cooling to the 000 Xxxx Xxxxx Building with not less than the aggregate existing cooling and heating capacity of the Existing HVAC Units (the “HVAC Work”), and (b) remove the following specialized improvements currently existing in the 000 Xxxx Xxxxx First Floor Premises (collectively, the “Demolition Work”): (i) Remove a 15-ton air-cooled air-conditioning unit and enclosure from the north wall of the Premises and replace the window louver with a Building-standard window; R&D laboratory/clean room, (ii) remove a 20-ton water-cooled air-conditioning unit and enclosure on the east wall of the Premises; shipping/receiving rooms, (iii) install a new 40-ton water-cooled unit in the mechanical equipment room in the Premisesmachine shop, to enable Landlord to provide the air-conditioning in accordance with the provisions of Section 28.1 (D) of this Lease; (iv) provide storage rooms located on the supply and return duct within the mechanical room and through the wall dampers with a “boot” extending to the exterior north east corner of the mechanical room for Tenant connections; 000 Xxxx Xxxxx First Floor Premises, and (v) isolate the return opening in the wall above the existing café millwork so that it no longer feeds return air from the adjoining space into the Premises. The new air-conditioning unit shall exclusively serve the Premises. All associated duct work modifications outside of the mechanical room for distribution necessary as a result of such work shall be performed by Tenant, at its expense. All other existing base Building air-conditioning units serving the Premises shall be refurbished by Landlord (other than the unit serving the server room in the Premises)data cabling. Landlord shall use commercially reasonable efforts to complete the foregoing work HVAC Work as soon as commercially practicable after the mutual execution and delivery of this Second Amendment. Tenant acknowledges that there is an approximately 90 to 120 day time period to order and receive shipment of the new HVAC units. If for any reason other than a delay caused by January 31Tenant PTFDOCS #77647 v5 Proofpoint Second Amendment 3 (including any delay caused by Tenant’s construction of the Tenant Improvements and Building Systems Improvements) the Substantial Completion of the Demolition Work has not been completed prior to May 1, 20102014, the Expansion Commencement Date shall be delayed for each day after May 1, 2014 until Substantial Completion of the Demolition Work has occurred; provided, however, that if Substantial Completion of the Demolition Work has not occurred by June 1, 2014 (as such date shall be extendedextended for delays caused by Tenant or force majeure), on a day for day basis, then for each day that thereafter until Substantial Completion has occurred, Tenant shall be entitled, in addition to the abatement of monthly Base Rent provided in Section 4(b) above, to one (1) day of abatement of Base Rent for the 000 Xxxx Xxxxx First Floor Premises. For purposes of this Lease is not fully executed by August 31Second Amendment, 2009. (B) Upgrade the elevator corridor in the 16th floor “Substantial Completion” of the Building after consultation Demolition Work shall occur upon the completion of the Demolition Work, notwithstanding the fact that minor details of construction, mechanical adjustments or decorations which do not materially interfere with Tenant, including as to one of Landlord’s Building-standard paint colors. The carpeting in the corridor shall be substantially similar to the carpeting in the elevator corridor on the 12th floor use of the Building000 Xxxx Xxxxx First Floor Premises remain to be performed (items normally referred to as “Punch List Items”). Within five (5) business days after Landlord shall perform such Landlord’s Work promptly after the date of this Lease but Tenant acknowledges that Landlord’s Work shall not be completed prior to the commencement date of the term of the Sublease. Landlord shall perform Landlord’s Work diligently and in a workmanlike manner in accordance with Laws. Landlord and Tenant shall take commercially reasonable steps to coordinate the performance of Landlord’s Work and the performance by notifies Tenant of the Initial Alterations so that neither party is delayed Substantial Completion of the Demolition Work, Tenant shall notify Landlord in writing of all defects or deficiencies alleged by Tenant to exist in the completion Demolition Work, including, without limitation, all Punch List Items. Any defects or deficiencies in the Demolition Work not described in a written notice given to Landlord by Tenant within such period shall be deemed waived. Any defects or deficiencies cited by Tenant in such written notice delivered by Tenant within such period shall be corrected by Landlord within a reasonable time thereafter. Punch List Items shall not include any damage caused in connection with Tenant’s move-in or early access to the 000 Xxxx Xxxxx First Floor Premises or construction of its workthe Tenant Improvements pursuant to this Second Amendment. Landlord shall perform Landlord’s Work in accordance with Any improvements, alterations or work required under the provisions of Section 7.3the ADA solely due to the Landlord’s Work, including the Demolition Work, shall be borne solely by Landlord without right of reimbursement from Tenant as Operating Expenses or otherwise.

Landlord’s Work. Section 38.1. Landlord, at its expense, (a) Landlord shall perform deliver the following work (“Premises to Tenant upon Substantial Completion of the Landlord’s Work”): Work (i) Remove a 15-ton air-cooled air-conditioning unit and enclosure from the north wall of the Premises and replace the window louver with a Building-standard window; (ii) remove a 20-ton water-cooled air-conditioning unit and enclosure on the east wall of the Premises; (iii) install a new 40-ton water-cooled unit as defined below). The term “Substantially Completed” or “Substantial Completion” as used in the mechanical equipment room in Lease or this Work Letter shall mean Landlord has sufficiently completed all the Premises, work required to enable be performed by Landlord to provide the air-conditioning in accordance with this Work Letter (except standard punchlist items, which Landlord shall thereafter promptly complete after receipt of written notice thereof from Tenant received within thirty (30) days after the provisions of Section 28.1 (DCommencement Date) of this Lease; (iv) provide the supply and return duct within the mechanical room and through the wall dampers with a “boot” extending to the exterior of the mechanical room for such that Tenant connections; and (v) isolate the return opening in the wall above the existing café millwork so that it no longer feeds return air can conduct normal business operations from the adjoining space into the Premises. The new air-conditioning unit shall exclusively serve the Premises. All associated duct work modifications outside of the mechanical room for distribution necessary as a result of such work Landlord’s Work shall be performed by Tenantcomprised of (i) the improvements (the “Base Landlord Work”) identified in that certain space plan (the “Base Landlord Work Space Plan”), at its expense. All other existing base Building air-conditioning units serving the Premises shall be refurbished by Landlord a copy of which is attached as Exhibit D-1 (other than the unit serving the server room in the Premises). Landlord shall use commercially reasonable efforts to complete the foregoing work by January 31, 2010, as such date shall be extended, on a day for day basisand which, for each day that this Lease is not fully executed by August 31avoidance of doubt, 2009. include, without limitation, HVAC for the warehouse, five (B5) Upgrade private offices on the elevator corridor in the 16th first floor of the Building after consultation Premises, and the epoxy finish on the warehouse floor), and (ii) the improvements identified in that certain space plan (the “Full Scope Space Plan” and referred to collectively with Tenantthe Base Landlord Work Space Plan as the “Space Plan”), including a copy of which is attached as Exhibit D-2, which are in addition to one of Landlord’s Building-standard paint colorsthe Base Landlord Work and which Tenant elects pursuant to Section 1(b) below to cause Landlord to complete (such additional improvements, the “Supplemental Landlord Work”). The carpeting Except as otherwise noted in the corridor Space Plan, Landlord shall be substantially similar utilize Building Standard materials for improvement to the carpeting in the elevator corridor on the 12th floor of the BuildingPremises. Landlord shall perform such and commence work on the Landlord’s Work promptly after through an architect and contractors acceptable to Landlord in its sole discretion. As used herein, the date term “Building Standard” refers to the materials maintained in stock by Landlord for use in the improvements of this Lease but Tenant acknowledges tenant space in the Building. The parties acknowledge and agree that the Landlord’s Work shall not be completed prior to the commencement date constitutes all of the term of work required to enable Tenant to occupy, and operate its business in, the Sublease. Landlord shall perform Landlord’s Work diligently and in a workmanlike manner in accordance with Laws. Landlord and Tenant shall take commercially reasonable steps to coordinate the performance of Landlord’s Work and the performance by Tenant of the Initial Alterations so that neither party is delayed in the completion of its work. Landlord shall perform Landlord’s Work in accordance with the provisions of Section 7.3Premises.

Landlord’s Work. Section 38.1. Landlord, at its expense, Landlord shall perform cause the following work (“"Landlord’s 's Work”):") to be performed: (ia) Remove a 15-ton air-cooled air-conditioning unit and enclosure Install two (2) empty conduits leading from the north wall of the Premises and replace the window louver with a Building-standard window; (ii) remove a 20-ton water-cooled air-conditioning unit and enclosure on the east wall of the Premises; (iii) install a new 40-ton water-cooled unit in the mechanical equipment room in the Premises, to enable Landlord to provide the air-conditioning in accordance with the provisions of Section 28.1 (D) of this Lease; (iv) provide the supply and return duct within the mechanical room and through the wall dampers with a “boot” extending to the exterior of the mechanical room for Tenant connections; and (v) isolate the return opening in the wall above the existing café millwork so that it no longer feeds return air from the adjoining space into the Premises. The new air-conditioning unit shall exclusively serve the Premises. All associated duct work modifications outside of the mechanical room for distribution necessary as a result of such work shall be performed by Tenant, at its expense. All other existing base Building air-conditioning units serving the Premises shall be refurbished by Landlord (other than the unit serving the server room in the Premises). Landlord shall use commercially reasonable efforts to complete the foregoing work by January 31, 2010, as such date shall be extended, on a day for day basis, for each day that this Lease is not fully executed by August 31, 2009. (B) Upgrade the elevator corridor in the 16th first floor of the Building after consultation with Tenantto the third floor. (b) Increase the switchboard serving the Premises from 1200 ampere service to 1600 amperes; remove all 200 ampere meters, including as and replace one meter section at 800 amperes to one 1000 amperes. (Tenant acknowledges that this portion of Landlord’s Building-standard paint colors's Work will require a shut down of electrical power over a weekend, and Tenant agrees to coordinate and cooperate with Landlord to permit such work to be performed in a timely manner. The carpeting Tenant further agrees that, if required by Landlord at the expiration or earlier termination of the Term of the Lease, Tenant shall remove the single meter for the Building to be installed by Landlord pursuant to this subsection and replace it with one (1) meter serving the rentable area of each floor of the Building and all necessary wiring and appurtenances). (c) Construct an exterior concrete loading platform at grade level and a pair of metal doors, measuring 3' X 8'10" each, with a metal frame at the north end of the Building in the corridor shall location shown on the plan attached hereto as Exhibit A. Tenant will supply and install any required lift. Landlord will construct the required canopy and pit in which such lift will be located provided such requirements are substantially similar to the carpeting in requirements for the elevator corridor on the 12th floor of the BuildingAutogrip PLT-C lift which Tenant currently proposes to use. Landlord shall perform such obtain all required permits and approvals for Landlord’s Work promptly after the date of this Lease but Tenant acknowledges that Landlord’s Work shall not be completed prior to the commencement date of the term of the Sublease' Work. Landlord shall perform complete Landlord’s 's Work within the later to occur of one hundred twenty (120) days of execution of this Second Amendment or one hundred twenty (120) days following issuance of any governmental permit or approval required for Landlord's Work (which permits and approvals Landlord agrees to promptly apply for and to thereafter diligently and pursue issuance thereof), subject to delays caused by unseasonable weather, failure by Tenant to timely furnish plans or to timely respond to Landlord's request for a determination relating to a construction matter or to timely furnish other information, shortages of materials, any acts or negligent omissions of Tenant or its agents or employees, unavailability or delays in a workmanlike manner delivery of specialty equipment, strikes or other matters not in accordance with Laws. Landlord and Tenant shall take commercially the reasonable steps to coordinate the performance control of Landlord’s , and subject to an extension equal to the period of delay if the municipal authorities do not inspect the same as required for approval within two (2) business days of request. Subject to the foregoing, if Landlord's Work and is not substantially complete within the performance by Tenant of the Initial Alterations so that neither party time hereinabove set forth, Base Rent shall partially xxxxx in an amount equal to $500.00 per day until Landlord's Work is delayed in the substantially complete (i.e., sufficiently complete to be lawfully used for its intended purpose, subject to completion of its work. Landlord shall perform Landlord’s Work in accordance with the provisions of Section 7.3.punchlist items)

Landlord’s Work. Section 38.1. Landlord(a) Landlord will construct (i) the base building warm shell of Building F, at its expensewhich shall be an eight-story, steel frame building containing the components listed on Exhibit A-1 attached hereto, and including the improvements to the Common Areas (including the Exclusive Use Area) shown on such exhibit, and (ii) the base building warm shell of Amenities Building H, which shall perform be a two-story, steel frame building containing the following work components listed on Exhibit A-2 attached hereto (as applicable, the “Warm Shell Components”), substantially in accordance with the plans for the Building which are being developed by Landlord (based on the rendered plans which are listed on Exhibit A-3 attached hereto) and the Site Plan (such plans and Site Plan are subject to adjustment by Landlord and approval, and changes if any are required, by the City), and in compliance with all Laws applicable thereto on the date the Building is substantially completed by Landlord (the “Landlord’s Work”):). Such plans, prior to approval by the City are defined herein as the “Interim Base Building Plans” and, after approval by the City are defined herein as the “Final Base Building Plans.” The exterior architecture of Building F shall be comparable to Building C with regard to materials and color, but shall consist of eight (8) stories with a curvilinear front facade. Landlord shall provide Tenant’s architect with a CAD file of the Final Base Building Plans within three (3) business days after the same have been upon submittal of same to the City of Santa Xxxxx Building Department (the “Submittal Date”). (ib) Remove a 15-ton air-cooled air-conditioning unit and enclosure from the north wall Landlord will deliver drafts of the Premises Interim Base Building Plans to Tenant as the same are developed and replace the window louver with a Building-standard window; revised, within three (ii3) remove a 20-ton water-cooled air-conditioning unit and enclosure on the east wall of the Premises; (iii) install a new 40-ton water-cooled unit in the mechanical equipment room in the Premisesbusiness days after each revision set is completed. In addition, to enable Landlord shall use reasonable efforts to provide Tenant with copies of other material submissions to the air-conditioning City of Santa Xxxxx and to keep Tenant informed of material discussions and correspondence with the City and other relevant governmental authorities. Tenant shall have the right to approve any material changes to the Interim Base Building Plans, unless the same are required solely by the City of Santa Xxxxx. (c) In the event it is determined that Landlord’s Work has not been completed in accordance with the provisions of Section 28.1 (D) requirements of this Lease; Work Letter, Landlord agrees to correct (iv) provide the supply and return duct within the mechanical room and through the wall dampers with a “boot” extending or to the exterior of the mechanical room for Tenant connections; and (v) isolate the return opening in the wall above the existing café millwork so that it no longer feeds return air from the adjoining space into the Premises. The new air-conditioning unit shall exclusively serve the Premises. All associated duct work modifications outside of the mechanical room for distribution necessary as a result of such work shall be performed by Tenant, at its expense. All other existing base Building air-conditioning units serving the Premises shall be refurbished by Landlord (other than the unit serving the server room in the Premises). Landlord shall use commercially reasonable efforts to complete the foregoing work by January 31, 2010, as such date shall be extended, on a day for day basis, for each day that this Lease is not fully executed by August 31, 2009. (B) Upgrade the elevator corridor in the 16th floor of the Building after consultation with Tenant, including as to one of cause Landlord’s Building-standard paint colors. The carpeting in the corridor shall be substantially similar contractor to the carpeting in the elevator corridor on the 12th floor of the Building. Landlord shall perform such correct) Landlord’s Work promptly after as necessary with the date of this Lease but Tenant acknowledges result that that Landlord’s Work shall not be will have been completed prior to the commencement date of the term of the Sublease. Landlord shall perform Landlord’s Work diligently and in a workmanlike manner in accordance with Laws. Landlord and Tenant shall take commercially reasonable steps to coordinate the performance of Landlord’s Work and the performance by Tenant of the Initial Alterations so that neither party is delayed in the completion of its work. Landlord shall perform Landlord’s Work in accordance with the provisions requirements of Section 7.3.this Work Letter (and the foregoing shall also apply to work required due to a governmental agency requiring remediation of any Hazardous Materials on or about the Property not released by Tenant or any of the Tenant Parties). Building F and Amenities Building

Landlord’s Work. Section 38.1. Landlord, at its expenseown cost, shall perform (a) make available to Tenant at the following work core of each floor on which the Premises are located (“including the Expansion Space and any First Offer Space) electrical capacity equal to 7.0 xxxxx per usable square foot, demand load, in addition to any xxxxx needed to operate any base Building equipment and HVAC equipment servicing the Premises, (b) modify the sub-metering on the 21st Floor and the 27th Floor to provide a single central meter to allow Tenant to feed all existing panels on each floor, (c) provide Tenant a pathway, which shall be reasonably contiguous with minimal offsets, within the Building core for two (2) four (4) inch openings and associated pull boxes from Tenant’s existing data center within the Building to each Expansion Space floor and allow Tenant or a contractor hired by Tenant to install conduits and cabling, provided that Landlord may require Tenant to submit for Landlord’s Work”): approval (iwhich shall not be unreasonably withheld) Remove a 15construction drawings detailing Tenant’s conduit and cabling work and Landlord, at its own cost, may monitor such work, (d) provide ten (10) tons of supplemental condenser water per year for cooling with 2.5-ton air-cooled air-conditioning unit and enclosure from the north wall inch valved take offs at each floor of the Premises [including Expansion Space and replace the window louver with any First Offer Space] to be available twenty-four (24) hours a Building-standard window; (ii) remove a 20-ton water-cooled air-conditioning unit and enclosure on the east wall day, every day of the Premises; year (iii) install a new 40-ton water-cooled unit in subject to shutdowns for emergency repairs or, after providing notice to Tenant, other repairs or maintenance), provided that Tenant shall be responsible for all other costs associated with supplementary cooling, including but not limited to the mechanical equipment room in costs of additional condenser water and installation, repair, maintenance, replacement and operation of such supplementary cooling. Landlord shall complete its work not less than 30 days prior to the Premises, to enable Landlord to provide applicable Expansion Space Commencement Date and may perform the air-conditioning foregoing work while Tenant is constructing improvements in accordance with the provisions of Section 28.1 (D52.A(vii) of this Lease; (iv) provide the supply and return duct within the mechanical room and through the wall dampers with a “boot” extending to the exterior of the mechanical room for Tenant connections; and (v) isolate the return opening in the wall above the existing café millwork so Amendment, provided that it no longer feeds return air from the adjoining space into the Premises. The new air-conditioning unit shall exclusively serve the Premises. All associated duct work modifications outside of the mechanical room for distribution necessary as a result of such work shall be performed by Tenant, at its expense. All other existing base Building air-conditioning units serving the Premises shall be refurbished by Landlord (other than the unit serving the server room in the Premises). Landlord shall use commercially reasonable efforts to complete the foregoing work by January 31, 2010, as such date shall be extended, on a day for day basis, for each day that this Lease is not fully executed by August 31, 2009. (B) Upgrade the elevator corridor in the 16th floor of the Building after consultation unreasonably interfere with Tenant, including as to one of Landlord’s Building-standard paint colors. The carpeting in the corridor shall be substantially similar to the carpeting in the elevator corridor on the 12th floor of the Building. Landlord shall perform such Landlord’s Work promptly after the date of this Lease but Tenant acknowledges that Landlord’s Work shall not be completed prior to the commencement date of the term of the Sublease. Landlord shall perform Landlord’s Work diligently and in a workmanlike manner in accordance with Laws. Landlord and Tenant shall take commercially reasonable steps to coordinate the performance of Landlord’s Work and the performance by Tenant of the Initial Alterations so that neither party is delayed in the completion of its work. Landlord shall perform Landlord’s Work in accordance with the provisions of Section 7.3.

Landlord’s Work. Section 38.1. Landlord, The Landlord agrees to carry out or caused to be carried out at its own expense, shall perform in a good and workmanlike manner and to the reasonable satisfaction of the Tenant and prior to the Commencement Date the following work (herein referred to as the “Landlord’s Work”): (ia) Remove construct an opening in the wall presently separating the premises already occupied by the Tenant prior to the Commencement Date under a 15-ton air-cooled air-conditioning unit sublease with Highlander Business Solutions Inc. (the “Existing Premises”) and enclosure from certain premises adjacent to the north wall thereof (the size and location of the opening to be agreed upon by the parties hereto); (b) supply and install building standard demising walls around the Leased Premises taped and replace the window louver with a Building-standard window; sanded and ready for paint; (iic) remove a 20-ton water-cooled air-ensure all existing electrical systems, lighting, mechanical, plumbing, heating, ventilation, air conditioning unit and enclosure on the east wall of the Premises; (iii) install a new 40-ton water-cooled unit life safety systems in the mechanical equipment room Leased Premises are in the Premises, to enable Landlord to provide the air-conditioning good and working order in accordance with the provisions ofbuilding standard; Section 28.1 (Dd) of this Leasedeliver the Leased Premises in a clean and broom-swept condition; and (ive) provide steam clean the supply and return duct within carpets in the mechanical room and through the wall dampers with a “boot” extending to the exterior Existing Premises portion of the mechanical room for Tenant connections; and (v) isolate the return opening in the wall above the existing café millwork so that it no longer feeds return air from the adjoining space into the Premises. The new air-conditioning unit shall exclusively serve the Leased Premises. All associated duct work modifications outside of the mechanical room for distribution necessary as a result of such work shall be performed by Tenantother work, at its expense. All other existing base Building air-conditioning units serving the Premises shall be refurbished by Landlord (other than the unit serving the server room in the Premises). Landlord shall use commercially reasonable efforts to complete the foregoing work by January 31, 2010, as such date shall be extended, on a day for day basis, for each day that this Lease is not fully executed by August 31, 2009. (B) Upgrade the elevator corridor in the 16th floor of the Building after consultation with Tenant, including as to one of Landlord’s Building-standard paint colors. The carpeting in the corridor shall be substantially similar to the carpeting in the elevator corridor on the 12th floor of the Building. Landlord shall perform such Landlord’s Work promptly after as hereinbefore set out, required by the date of this Lease but Tenant acknowledges that Landlordto prepare the Leased Premises for its use and occupancy (the “Tenant’s Work shall not Work”) will be completed prior to the commencement date responsibility of the term of the Sublease. Landlord shall perform Landlord’s Work diligently Tenant and in a workmanlike manner in accordance with Laws. Landlord and Tenant shall take commercially reasonable steps will be subject to coordinate the performance of Landlord’s Work and the performance by Tenant of the Initial Alterations so that neither party is delayed in the completion of its work. Landlord shall perform Landlord’s Work in accordance with the provisions of Section 7.36.9 of this Lease. The Tenant acknowledges and agrees that it is accepting the Leased Premises in an in “as is/where is” condition, subject to the completion of the Landlord’s Work.

Landlord’s Work. Section 38.1. LandlordLandlord shall, at its expenseLandlord's sole cost, shall perform cause the following work to be performed: (“Landlord’s Work”): a) within one (i1) Remove a 15-ton air-cooled air-conditioning unit year after the Commencement Date, install XxxxXxxxxx XX-0X-0X roofing system (or its equivalent) with twenty (20) year guarantee including installation of new curb mount, steel frame, single dome skylights and enclosure from the north wall of the Premises and replace the window louver with a Building-standard window; (ii) remove a 20-ton water-cooled air-conditioning unit and enclosure on the east wall of the Premises; (iii) install a new 40-ton water-cooled unit in the mechanical equipment room in the Premises, to enable Landlord to provide the air-conditioning smoke vents in accordance with the provisions of June 8, 2015 proposal from Highland Commercial Roofing (or an equivalent or better proposal from a different vendor, as mutually agreed by Landlord and Tenant), (b) install a demising wall(s) separating the Premises from the remainder of the Project utilizing specifications and materials reasonably determined by Landlord (the "Demising Work"), which Demising Work shall include the separation of the electric service as described in Section 28.1 11(a) below. In order to separate the electric service, Landlord and Tenant contemplate that the existing 120/208 gear currently serving the Project will be upgraded to 277/480 and then be dedicated to serve the space which is the subject of the Short Term Lease (D) of this Lease; (iv) provide the supply and return duct within the mechanical room and through the wall dampers with a “boot” extending defined below). The 120/208 load currently connected to the exterior of the mechanical room for Tenant connections; existing 120/208 gear will be disconnected and re-connected (vthrough a new step-down transformer) isolate the return opening in the wall above to the existing café millwork so that it no longer feeds return air from 277/480 gear currently serving the adjoining space into Project. A 1.5MW generator will be supplied to maintain the Tenant's 120/208 service during the changeover if change over cannot be scheduled during a period which would not unreasonably interfere with Tenant's business. The existing 277/480 gear will then be dedicated to serve the Premises. The new air-conditioning unit shall exclusively serve the Premises. All associated duct work modifications outside of the mechanical room for distribution necessary as a result of such work shall be performed by Tenant, at its expense. All other existing base Building air-conditioning units serving the Premises shall be refurbished by Landlord (other than the unit serving the server room in the Premises). Landlord shall use commercially reasonable efforts to complete the foregoing work by January 31, 2010, as such date shall be extended, on a day for day basis, for each day that this Lease is not fully executed by August 31, 2009. (B) Upgrade the elevator corridor in the 16th floor of the Building after consultation with Tenant, including as to one of Landlord’s Building-standard paint colors. The carpeting in the corridor shall be substantially similar to the carpeting in the elevator corridor on the 12th floor of the Building. Landlord shall perform such Landlord’s Work promptly after the date of this Lease but Tenant acknowledges that Landlord’s Demising Work shall not be completed prior to the commencement date which is the earlier of the term date that is one (1) year after Tenant has surrendered the Short Term Lease space to Landlord in the condition required in the Short Term Lease, or the date any new tenant commences occupancy of space in the remainder of the SubleaseProject, (c) repaint the exterior of the Project utilizing specifications and materials reasonably determined by Landlord and reasonably approved by Tenant, with such work to be completed prior to the date which is two (2) years after the Commencement Date, (d) slurry coat, repair and reseal the parking lot of the Project pursuant to a parking, striping and truck loading plan reasonably determined by Landlord, with such work to be completed on or before the date which is two (2) years after the Commencement Date, and (e) upgrade the landscaping at the Project pursuant to a plan reasonably determined by Landlord within one (1) year after the Commencement Date. Tenant agrees that Landlord shall perform Landlord’s Work diligently and in a workmanlike manner in accordance be provided with Laws. Landlord and Tenant shall take commercially reasonable steps access to coordinate the performance of Landlord’s Work and the performance by Tenant of the Initial Alterations so that neither party is delayed in the completion of its work. Landlord shall perform Landlord’s Premises to complete such Demising Work in accordance with, and subject to, Article 12 below, and shall reasonably cooperate with Landlord so as to allow Landlord to timely complete all of the provisions foregoing work. Except as otherwise expressly provided in this Lease, Landlord agrees that any costs to relocate electrical conduits required by the Demising Work shall be borne by Landlord and any shutdown of Section 7.3the electrical system to the Premises required by the Demising Work shall be performed pursuant to a schedule mutually acceptable to Landlord and Tenant.

Landlord’s Work. Section 38.1. LandlordThe Landlord shall construct the Building and the Property of which the Leased Premises forms a part, at its expense, shall perform in accordance with the following plans and specifications, each dated March 18, 2004 and as previously delivered to the Tenant: Architectural, Mechanical/Electrical, Structural and Security (the “Plans”), and in accordance with the Base Building Modifications (the “Modifications”) set out in Schedule “D” attached hereto, as the Modifications (i) affect improvements in the Property and the Leased Premises and (ii) amend the Plans (all of the above noted obligations, construction and work (in this Section 17.01 being referred to as the “Landlord’s Work”): ). No further changes may be made to the Plans which materially adversely affect (i) Remove a 15-ton air-cooled air-conditioning unit and enclosure from the north wall of the Premises and replace the window louver with a Building-standard window; Tenant’s Work, (ii) remove a 20-ton water-cooled air-conditioning unit and enclosure on the east wall cost of the Premises; completing Tenant’s Work, or (iii) install a new 40-ton water-cooled unit in the mechanical equipment room in efficient operation of the Premises, to enable Landlord to provide Tenant’s business without the air-conditioning in accordance with consent of the provisions of Section 28.1 (D) Tenant. For the purposes of this Lease; (iv) provide , the supply and return duct within condition of the mechanical room and through the wall dampers with a “boot” extending Building as delivered to the exterior Tenant on completion of the mechanical room for Tenant connections; Landlord’s Work shall be deemed to be the base building condition. Subject to events of force majeure and as contemplated by Section 1.03, (va) isolate the return opening Landlord’s Work in the wall above Leased Premises shall be substantially completed by no later than November 1, 2004; and (b) the existing café millwork so that it Landlord’s Work for the Building shall be substantially completed by no longer feeds return air from later than February 28, 2005 to enable Business Occupancy. Should the adjoining space into Landlord’s Work in the Premises. The new air-conditioning unit shall exclusively serve Leased Premises not be substantially completed by December 1, 2004 and the Premises. All associated duct work modifications outside of Landlord’s Work for the mechanical room for distribution necessary Building by March 28, 2005, as a result of such work a default by the Landlord that is not an event of force majeure, the Tenant shall be performed by Tenantentitled to two (2) days’ free Minimum Rent, at its expense. All other existing base Building air-conditioning units serving the Premises shall be refurbished by Landlord (other than the unit serving the server room in the Premises). Landlord shall use commercially reasonable efforts to complete the foregoing work by January 31, 2010, as such date shall be extended, prorated based on a 30 day for day basismonth, for each day that this Lease is not fully executed by August 31after December 1, 2009. (B) Upgrade the elevator corridor 2004, in the 16th floor case of the Building after consultation with TenantLandlord’s Work in the Leased Premises or March 28, including as to one 2005, in the case of Landlord’s Building-standard paint colors. The carpeting in the corridor shall be substantially similar to the carpeting in the elevator corridor on the 12th floor of Work for the Building. Landlord shall perform such , that the Landlord’s Work promptly after is not substantially completed and the Tenant has not been delivered possession or cannot achieve Business Occupancy, as the case may be, of the Leased Premises. The Landlord undertakes to use reasonable commercial efforts to provide the Tenant with as much advance written notice as is reasonably possible as to the anticipated date of this Lease but Tenant acknowledges that substantial completion of the Landlord’s Work shall not be completed prior to in the commencement date of Leased Premises or the term of the Sublease. Landlord shall perform Landlord’s Work diligently for the Building, which in any event shall be at least five (5) days advance notice. The parties agree that two (2) days’ free Minimum Rent for each day after December 1, 2004, in the case of the Landlord’s Work in the Leased Premises or March 28, 2005, in the case of Landlord’s Work for the Building, that the Landlord’s Work is not substantially completed and the Tenant has not been delivered possession or cannot achieve Business Occupancy of the Leased Premises, as the case may be, is a representation of the true damages that the Tenant will suffer as a result of any delay in a workmanlike manner in accordance with Laws. Landlord and Tenant shall take commercially reasonable steps to coordinate the performance substantial completion of the Landlord’s Work and the performance by Tenant Landlord’s failure to deliver possession of the Initial Alterations so that neither party Leased Premises and is delayed in not a penalty. Should the completion of its work. Landlord shall perform Landlord’s Work not be substantially complete in accordance with the provisions Leased Premises and the Tenant not be delivered possession of Section 7.3the Leased Premises by November 1, 2005, for any reason whatsoever, then at the Tenant’s sole option and discretion the Tenant may terminate this Lease, and damages will be calculated in their usual manner.

Landlord’s Work. Section 38.1. LandlordLandlord shall, at its expenseLandlord's sole cost, shall perform cause the following work to be performed: (“Landlord’s Work”): a) within one (i1) Remove a 15-ton air-cooled air-conditioning unit year after the Commencement Date, install XxxxXxxxxx XX-0X-0X roofing system (or its equivalent) with twenty (20) year guarantee including installation of new curb mount, steel frame, single dome skylights and enclosure from the north wall of the Premises and replace the window louver with a Building-standard window; (ii) remove a 20-ton water-cooled air-conditioning unit and enclosure on the east wall of the Premises; (iii) install a new 40-ton water-cooled unit in the mechanical equipment room in the Premises, to enable Landlord to provide the air-conditioning smoke vents in accordance with the provisions of Section 28.1 June 8, 2015 proposal from Highland Commercial Roofing (Dor an equivalent or better proposal from a different vendor, as mutually agreed by Landlord and Tenant), (b) of this Lease; (ivinstall a demising wall(s) provide separating the supply and return duct within Premises from the mechanical room and through the wall dampers with a “boot” extending to the exterior remainder of the mechanical room for Tenant connections; Project utilizing specifications and (v) isolate the return opening in the wall above the existing café millwork so that it no longer feeds return air from the adjoining space into the Premises. The new air-conditioning unit shall exclusively serve the Premises. All associated duct work modifications outside of the mechanical room for distribution necessary as a result of such work shall be performed by Tenant, at its expense. All other existing base Building air-conditioning units serving the Premises shall be refurbished materials reasonably determined by Landlord (other than the unit "Demising Work"), which Demising Work shall include the separation of the electric service as described in Section 11(a) below. In order to separate the electric service, Landlord and Tenant contemplate that the existing 120/208 gear currently serving the server room in Project will be upgraded to 277/480 and then be dedicated to serve the Premisesspace which is the subject of the Short Term Lease (defined below). Landlord shall use commercially reasonable efforts The 120/208 load currently connected to complete the foregoing work by January 31, 2010, as such date shall existing 120/208 gear will be extended, on disconnected and re-connected (through a day for day basis, for each day that this Lease is new step-down transformer) to the existing 277/480 gear currently serving the Project. A 1.5MW generator will be supplied to maintain the Tenant's 120/208 service during the changeover if change over cannot fully executed by August 31, 2009. (B) Upgrade the elevator corridor in the 16th floor of the Building after consultation be scheduled during a period which would not unreasonably interfere with Tenant, including as to one of Landlord’s Building-standard paint colors's business. The carpeting in existing 277/480 gear will then be dedicated to serve the corridor shall be substantially similar to the carpeting in the elevator corridor on the 12th floor of the Building. Landlord shall perform such Landlord’s Work promptly after the date of this Lease but Tenant acknowledges that Landlord’s Premises [TO BE MODIFIED FOR SHORT TERM LEASE.] The Demising Work shall not be completed prior to the commencement date which is the earlier of the term date that is one (1) year after Tenant has surrendered the Short Term Lease space to Landlord in the condition required in the Short Term Lease, or the date any new tenant commences occupancy of space in the remainder of the SubleaseProject, (c) repaint the exterior of the Project utilizing specifications and materials reasonably determined by Landlord and reasonably approved by Tenant, with such work to be completed prior to the date which is two (2) years after the Commencement Date, (d) slurry coat, repair and reseal the parking lot of the Project pursuant to a parking, striping and truck loading plan reasonably determined by Landlord, with such work to be completed on or before the date which is two (2) years after the Commencement Date, and (e) upgrade the landscaping at the Project pursuant to a plan reasonably determined by Landlord within one (1) year after the Commencement Date [NOT APPLICABLE TO SHORT TERM LEASE]. Tenant agrees that Landlord shall perform Landlord’s Work diligently and in a workmanlike manner in accordance be provided with Laws. Landlord and Tenant shall take commercially reasonable steps access to coordinate the performance of Landlord’s Work and the performance by Tenant of the Initial Alterations so that neither party is delayed in the completion of its work. Landlord shall perform Landlord’s Premises to complete such Demising Work in accordance with, and subject to, Article 12 below, and shall reasonably cooperate with Landlord so as to allow Landlord to timely complete all of the provisions foregoing work. Except as otherwise expressly provided in this Lease, Landlord agrees that any costs to relocate electrical conduits required by the Demising Work shall be borne by Landlord and any shutdown of Section 7.3the electrical system to the Premises required by the Demising Work shall be performed pursuant to a schedule mutually acceptable to Landlord and Tenant.

Landlord’s Work. Section 38.1. Promptly following full execution of this Lease, Landlord, in a good and workmanlike manner and at its Landlord's expense, (a) shall perform undertake demolition of those portions of the following work Premises identified on and in accordance with Tenant's demolition plans and specifications, prepared by Xxxxx Xxxxxx Xxxxxx Architects, dated 2/1/94, consisting of five (“5) sheets numbered D1 through D5 and labelled "PMARE @ MELLON BANK CENTER", a true and correct copy of which has been delivered to and approved by Landlord (excluding any demolition of areas on the 30th floor of the Building shown on such plans and specifications but not contained in the Premises on the 30th floor of the Building), and (b) shall remove and dispose of the debris resulting from such demolition ("Landlord’s 's Work”): "). Landlord shall complete the Landlord's Work within twenty-one (i21) Remove a 15-ton air-cooled air-conditioning unit and enclosure days from the north wall date of full execution of this Lease except with respect to the removal of the stairs between the floors of the Premises and replace the window louver with a Building-standard window; (ii) remove a 20-ton water-cooled air-conditioning unit and enclosure on the east wall redecking of the Premises; floors, which Landlord shall complete within forty-two (iii42) install a new 40-ton water-cooled unit in days from the mechanical equipment room in the Premises, to enable Landlord to provide the air-conditioning in accordance with the provisions of Section 28.1 (D) date of full execution of this Lease; (iv) provide provided, however, that the supply and return duct within the mechanical room and through the wall dampers with a “boot” extending to the exterior aforesaid periods for completion of the mechanical room for Tenant connections; and (v) isolate the return opening in the wall above the existing café millwork so that it no longer feeds return air from the adjoining space into the Premises. The new air-conditioning unit shall exclusively serve the Premises. All associated duct work modifications outside of the mechanical room for distribution necessary as a result of such work Landlord's Work shall be performed by Tenant, at its expense. All other existing base Building air-conditioning units serving the Premises shall be refurbished by Landlord (other than the unit serving the server room in the Premises). Landlord shall use commercially reasonable efforts to complete the foregoing work by January 31, 2010, as such date shall be extended, on a extended one day for day basis, for each day that this Lease is not fully executed by August 31, 2009. (B) Upgrade the elevator corridor in the 16th floor of the Building after consultation with Tenant, including as to one of Landlord’s Building-standard paint colors. The carpeting in the corridor shall be substantially similar to the carpeting in the elevator corridor on the 12th floor of the Building. Landlord shall perform such Landlord’s Work promptly after the date of this Lease but Tenant acknowledges that Landlord’s Work shall not be completed prior to the commencement date of the term of the Sublease. Landlord shall perform Landlord’s Work diligently and in a workmanlike manner in accordance with Laws. Landlord and Tenant shall take commercially reasonable steps to coordinate the performance of Landlord’s Work and the performance by Tenant of the Initial Alterations so that neither party is delayed in the completion performance of its worksuch work by reason of interference by Tenant's contractors or subcontractors performing work in the Premises. During the period of Landlord's performance of Landlord's Work, Landlord shall control the hours and locations at which Tenant's contractors and subcontractors may perform work within the Premises, but Landlord shall not be responsible for any aspect of the work performed by Tenant's contractors and subcontractors by reason of such control. Landlord shall perform Landlord’s Work leave in accordance with the provisions Premises those salvageable materials listed on Exhibit "J" attached hereto, in reasonably good and serviceable condition, for use by Tenant in performance of Section 7.3the Tenant Work.

Landlord’s Work. Section 38.1. 38.1 Landlord, at its expenseexpense (subject to the provisions of Article 45), shall perform the following work in the Building and/or the Premises (other than in the 2nd through 5th floors and the 11th and 12th floors, in which no Landlord’s Work shall be performed, except as provided otherwise in item (B) below) (“Landlord’s Work”): (iA) Remove a 15demolish and remove all existing leasehold improvements back to the core walls, in accordance with the demolition specifications annexed to this Lease as Schedule C; (B) either install two renovated, ADA-ton aircompliant restrooms or renovate the two existing restrooms and install one unisex ADA-cooled air-conditioning unit and enclosure from the north wall compliant restroom, on each floor of the Premises (other than the 11th and replace 12th floors) (the window louver “Restroom Work”), all of such restrooms substantially consistent with the finish quality of the core restrooms on the 11th floor, which is more particularly described in Schedule R annexed to this Lease, provided that Landlord may substitute other finishes and materials of similar or higher quality, provided further that Landlord shall first obtain Tenant’s consent to any substitution of finishes or materials, which consent shall not be unreasonably withheld, conditioned or delayed and which, in any event, shall be given or withheld by Tenant with three (3) Business Days after Landlord shall have requested Tenant’s consent. Landlord shall designate the location on the floor of any unisex ADA-compliant restroom to be installed by Landlord, subject to Tenant’s approval (which shall not be unreasonably withheld, conditioned or delayed and which, in any event, shall be given or withheld by Tenant within three (3) Business Days after Landlord identifies such locations to Tenant); (C) deliver three (3) original Forms ACP-5 with respect to the Premises within five (5) Business Days after the submission to Landlord for its review of Tenant’s plans and specifications for the applicable Initial Alterations, which ACP-5 shall state that no asbestos or asbestos-containing materials shall be required to be encapsulated, abated or otherwise removed in connection with Tenant’s performance of its Initial Alterations; provided, however, that if, during the course of Tenant’s Initial Alterations, Tenant encounters asbestos or asbestos-containing materials, then the provisions of Section 9.6 of this Lease shall apply, and, after Landlord performs the work described in Section 9.6, Landlord shall deliver to Tenant a Form ACP-5 stating that no asbestos or asbestos-containing materials shall be required to be encapsulated, abated or otherwise removed; (D) complete the mechanical modernization and cosmetic upgrade of the interiors of the elevator cabs (including the freight elevator) in the Building, in accordance with the contract annexed to this Lease as Schedule S-1 (the “Elevator Work”). The interior cab (along with a Building-standard window; (ii) remove a 20-ton water-cooled air-conditioning unit and enclosure on the east wall description of the Premises; finishes and materials) is depicted in Schedule S annexed to this Lease, provided that Landlord may substitute other finishes and materials of similar or higher quality; (iiiE) cosmetically upgrade the 000 Xxxx Xxxxxx Xxxxx and 000 Xxxx Xxxxxx Xxxxx lobbies of the Building substantially in accordance with the renderings (along with a description of the finishes and materials) contained in Schedule K, provided that Landlord may substitute other finishes and materials of similar or higher quality (the “Building Lobby Work”); (F) upgrade the 000 Xxxx Xxxxxx Xxxxx and 000 Xxxx Xxxxxx Xxxxx storefronts and entrance doors substantially in accordance with the renderings contained in Schedule L, provided that Landlord may substitute other finishes and materials of similar or higher quality (the “Building Storefront Work”); (G) repair and upgrade, as required by Laws, the standard and emergency back-up lighting in the fire stairwells between Tenant’s floors (the work described in this clause (G), together with the work described in clause (I) below, collectively “Stairwell Work”); (H) install a new 40-ton water-cooled unit in the mechanical equipment room in cooling tower to service the Premises, to enable Landlord to provide the air-conditioning in accordance with the provisions of Section 28.1 (D) of this Lease; (iv) provide the supply and return duct within the mechanical room and through the wall dampers with a “boot” extending to the exterior of the mechanical room for Tenant connections; and (v) isolate the return opening in the wall above the existing café millwork so that it no longer feeds return air from the adjoining space into the Premises. The new air-conditioning unit shall exclusively serve the Premises. All associated duct work modifications outside of the mechanical room for distribution necessary as a result of such work shall be performed by Tenant, at its expense. All other existing base Building air-conditioning units serving the Premises shall be refurbished by Landlord (other than the unit serving 11th and 12th floors and replace the server room in the Premises)HVAC package units on floors 2 through 10. Landlord shall use commercially reasonable efforts to complete the foregoing work by January 31, 2010, as such date All new HVAC package units shall be extended, on a day equipped with variable frequency drives and ready for day basis, for each day that this Lease is not fully executed by August 31, 2009.the installation of Tenant’s VAV ductwork system; and (BI) Upgrade paint the elevator corridor existing fire stairwells between Tenant’s floors in the 16th floor of the Building after consultation with Tenant, including as to one of a color jointly selected by Landlord and Tenant from Landlord’s Building-standard paint colorscolor chart. The carpeting With respect to the items described in items (E) and (F) above, Landlord shall include Tenant in the corridor review process for the finishes and materials and shall be substantially similar take into consideration (without being bound thereby) Tenant’s reasonable comments and recommendations. Notwithstanding anything to the carpeting contrary contained in the elevator corridor on Reference Page or elsewhere in this Lease, the 12th floor work described in item (A) above is the only item of the Building. Landlord shall perform such Landlord’s Work promptly after that must be Substantially Completed as a condition of the occurrence of the Commencement Date, and Tenant acknowledges that the work described in item (A) with respect to the 6th and 10th floors has been Substantially Completed as of the date of this Lease but Lease. Other than such work, Landlord shall perform Landlord’s Work (including the removal of the internal staircase and the sealing of the penetration in the slabs between floors 7, 8 and 9, if elected by Tenant) after the occurrence of the Commencement Date and Tenant shall grant Landlord access to the Premises, if required, to perform such work. Tenant acknowledges that Landlord’s Work in order for Landlord to properly perform the work described in item (B) above, each such floor must be vacant (and Tenant shall not be completed have given Landlord at least 120 days advance notice of such vacancy, except with respect to floors 6 and 10) prior to the commencement date by Landlord of the term of the Subleasesuch work. Landlord shall perform Landlord’s Work diligently expeditiously and in a workmanlike manner shall use commercially reasonable efforts to Substantially Complete certain elements of such work in accordance with Lawsdates set forth in Article 45. In any event, to the extent such work is required to be performed within the Premises, Landlord shall perform such work in a manner which shall not cause a delay by Tenant in the completion of the Initial Alterations in the Premises. Landlord and Tenant shall take commercially reasonable steps to coordinate the performance by Landlord of Landlord’s Work and the performance by Tenant of the Initial Alterations so that neither party is delayed in the completion of its work. Articles 45 and 46 set forth certain remedies of Tenant if Landlord shall perform fails to complete certain elements of Landlord’s Work in accordance with by the provisions of Section 7.3dates set forth therein.

Landlord’s Work. Section 38.1. Landlord shall at Landlord's sole cost and expense (and not to be included in Operating Expenses, at its expenseas a capital expenditure or otherwise), shall perform the following work (“Landlord’s Work”): utilizing Building standard methods, materials, components, and finishes in good and workmanlike manner and in compliance with all Applicable Laws, (i) Remove a 15-ton air-cooled air-conditioning unit and enclosure cause the construction or installation of Building standard demising walls separating the Remaining Premises from the north wall remainder of the floor in which the Remaining Premises are located and replace perform all other work required to separate the window louver with a Building-standard window; (ii) remove a 20-ton water-cooled air-conditioning unit and enclosure Remaining Premises from the remainder of the floor in which the Remaining Premises is located, as shown on the east wall of demising plan attached as Schedule 1 to this Tenant Work Letter, which work shall include any work needed to maintain or bring the Premises; (iii) install a new 40-ton water-cooled unit in the mechanical equipment room in the Premises, to enable Landlord to provide the air-conditioning in accordance common areas into compliance with the provisions of Section 28.1 (D) of this Lease; (iv) provide the supply Applicable Laws and return duct within the mechanical room and through the wall dampers with a “boot” extending Code to the exterior of the mechanical room extent necessary for Tenant connections; to obtain or maintain a certificate of occupancy and which work shall not include the capping of process utilities, including DI water, CDA, and vacuum (v) isolate the return opening in the wall above the existing café millwork so that it no longer feeds return air from the adjoining space into the Premises. The new air-conditioning unit shall exclusively serve the Premises. All associated duct work modifications outside of the mechanical room for distribution necessary as a result of such which work shall be performed by Tenant as part of the Tenant Improvements if Tenant desires to cap such process utilities), (ii) replace or overlay the roof of the 225 Building (with a Building standard roof or roof overlay per Landlord's roof specification plan), and (iii) replace any Building systems serving the 201 Building or the 225 Building which are reasonably determined by Landlord to be at the end of their useful life prior to December 31, 2018 (collectively, the "Landlord's Work"). In connection with the foregoing, Tenant acknowledges the Landlord's Work set forth in items (ii) and (iii) above shall be performed at any time on or before December 31, 2018. Tenant hereby acknowledges that Landlord may perform all or portions of such Landlord's Work concurrently with the construction of the Tenant Improvements by Tenant, at its expenseand Landlord and Tenant shall cooperate (and shall cause their respective contractors, subcontractors and agents to cooperate) with each other in good faith in order that the work being performed by each party may be completed without material interference with the completion of the work being completed by the other party and without increase in cost to the other party. All other existing base Building air-conditioning units serving Tenant hereby acknowledges that Landlord shall be permitted to perform the Landlord's Work during Tenant's occupancy of the Remaining Premises. Notwithstanding such occupancy of the Remaining Premises during the performance of the Landlord's Work, Landlord shall be permitted to perform the Landlord's Work during normal business hours, and Tenant shall provide a clear working area for such work, if necessary (including, but not limited to, the moving of furniture, fixtures and Tenant’s property away from the area in which Landlord is performing the Landlord's Work). Further, Tenant shall cooperate with all reasonable Landlord requests made in connection with or related to Landlord's completion of the Landlord's Work. Tenant hereby agrees that the performance of the Landlord's Work in the Remaining Premises shall in no way constitute a constructive eviction of Tenant nor entitle Tenant to any abatement of rent. Except to the extent arising from Landlord's negligence or willful misconduct, Landlord shall have no responsibility or for any reason be refurbished liable to Tenant for any direct or indirect injury to or interference with Tenant’s business arising from the Landlord's Work, nor shall Tenant be entitled to any compensation or damages from Landlord for loss of use of the whole or any part of the Remaining Premises or of Tenant’s personal property or improvements resulting from the Landlord's Work or Landlord’s actions (or the actions of Landlord's contractors, employees and/or agents) in connection with the Landlord's Work, or for any inconvenience or annoyance occasioned by Landlord the Landlord's Work or Landlord's actions (other than or the unit serving actions of Landlord's contractors, employees and/or agents) in connection with the server room in the Premises)Landlord's Work. Landlord shall use commercially reasonable efforts to complete perform the foregoing work by January 31, 2010, as such date shall be extended, on Landlord's Work in a day for day basis, for each day that this Lease is not fully executed by August 31, 2009. (B) Upgrade the elevator corridor manner designed to minimize interference with Tenant’s normal business operations in the 16th floor of the Building Remaining Premises, and in connection therewith, construction activities that are reasonably anticipated to be disruptive to Tenant are to be conducted after consultation normal business hours. Such activities to be performed after normal business hours include, but are not limited to: shooting drywall screwing, hammering, loud cutting, sanding, welding and soldering, and Landlord shall coordinate and schedule with Tenant, including as to one of Landlord’s BuildingTenant at least forty-standard paint colors. The carpeting eight (48) hours in the corridor shall be substantially similar advance for any work that requires a power shut down to the carpeting in the elevator corridor on the 12th floor of the Building. Landlord shall perform such Landlord’s Work promptly after the date of this Lease but Tenant acknowledges that Landlord’s Work shall not be completed prior to the commencement date of the term of the Sublease. Landlord shall perform Landlord’s Work diligently and in a workmanlike manner in accordance with Laws. Landlord and Tenant shall take commercially reasonable steps to coordinate the performance of Landlord’s Work and the performance by Tenant of the Initial Alterations so that neither party is delayed in the completion of its work. Landlord shall perform Landlord’s Work in accordance with the provisions of Section 7.3Remaining Premises.

Landlord’s Work. Section 38.1. Landlord(a) The parties hereto acknowledge and confirm that, as at the date hereof, Landlord has, at its sole cost and expense, shall perform completed the following work in the First Additional, in a good and workmanlike manner, in accordance with Space Plan (“Space Plan”) attached hereto as Exhibit “2”, using base building materials and finishes, except as may be expressly indicated to the contrary (“Landlord’s First Additional Premises Work”): (a) construct a demising wall, taped, sanded, primed and ready to receive Tenant’s finishes, to separate the First Additional Premises from the balance of Suite 102; (b) repair or replace, at Landlord’s reasonable discretion, any damaged or stained base building T-bar acoustic ceiling tiles; (c) repair or replace, at Landlord’s reasonable discretion, any damaged or missing base building blinds on the perimeter windows, with matching blinds, and ensure that the existing blinds are clean and in good working order; (d) ensure the existing HVAC, plumbing, electrical, lighting, fire/emergency and mechanical systems serving the First Additional Premises are in good working order and condition and the HVAC system is properly air balanced as of the FAP Commencement Date; (e) paint the First Additional Premises in one (1) colour to be selected by Tenant from Landlord’s base building standard samples; (f) carpet the First Additional Premises in one (1) colour to be selected by Tenant from Landlord’s base building standard samples; (g) remove all existing audio-visual equipment and components from the Surrendered Premises and relocate and install same in the First Additional Premises; (h) remove the existing security system from the Surrendered Premises and relocate and install same to the First Additional Premises, using EFL Systems Inc. as the consulting technician therefor; (i) Remove a 15-ton air-cooled air-conditioning unit and enclosure relocate the existing door lock mechanism from the north wall of Surrendered Premises to the First Additional Premises, which relocation shall be completed on the Surrender Date (as hereinafter defined); (j) Remove the existing whiteboard from the Surrendered Premises and replace the window louver with a Building-standard window; (ii) remove a 20-ton water-cooled air-conditioning unit relocate and enclosure on the east wall of the Premises; (iii) install a new 40-ton water-cooled unit same in the mechanical equipment room First Additional Premises; (k) Install voice/data lines and electrical duplex outlets in the Premises, to enable Landlord to provide the air-conditioning First Additional Premises in accordance with the provisions ofSpace Plan; and Section 28.1 (Dl) of this Lease; (iv) provide Remove the supply trade fixtures, furniture and return duct within equipment existing in the mechanical room Surrendered Premises as at the date hereof and through the wall dampers with a “boot” extending relocate same to the exterior of the mechanical room for Tenant connections; and (v) isolate the return opening in the wall above the existing café millwork so that it no longer feeds return air from the adjoining space into the First Additional Premises. The new air-conditioning unit shall exclusively serve the Premises. All associated duct work modifications outside of the mechanical room for distribution necessary as a result of such work shall be performed by Tenant, at its expense. All other existing base Building air-conditioning units serving the Premises shall be refurbished by Landlord (other than the unit serving the server room in the Premises). Landlord shall use commercially reasonable efforts to complete the foregoing work by January 31, 2010, as such date shall be extended, on a day for day basis, for each day that this Lease is not fully executed by August 31, 2009. (Bb) Upgrade the elevator corridor in the 16th floor of the Building after consultation with Tenant, including as to one of Landlord’s Building-standard paint colors. The carpeting in the corridor shall be substantially similar to the carpeting in the elevator corridor on the 12th floor of the Building. Landlord shall perform such Landlord’s Work promptly after the date of this Lease but Tenant acknowledges that Landlord’s Work shall not be completed prior to the commencement date of the term of the Sublease. Landlord shall perform Landlord’s Work diligently and in a workmanlike manner in accordance with Laws. Landlord and Tenant shall take commercially reasonable steps to coordinate the performance of Landlord’s Work and the performance by Tenant of the Initial Alterations so that neither party is delayed in the completion of its work. Landlord shall perform Landlord’s Work in accordance include all costs associated with the provisions of Section 7.3Space Plan.

Landlord’s Work. Section 38.1. LandlordLandlord will construct, at its expense, shall install or perform the following work (“Landlord’s Work”): (i) Remove a 15-ton air-cooled air-conditioning unit and enclosure from the north wall of in the Premises those improvements and replace the window louver with a Building-standard window; (ii) remove a 20-ton water-cooled air-conditioning unit work agreed upon by Landlord and enclosure on the east wall of the Premises; (iii) install a new 40-ton water-cooled unit in the mechanical equipment room in the Premises, to enable Landlord to provide the air-conditioning in accordance with the provisions of Section 28.1 (D) of this Lease; (iv) provide the supply and return duct within the mechanical room and through the wall dampers with a “boot” extending to the exterior of the mechanical room Tenant that is necessary for Tenant connections; and (v) isolate the return opening in the wall above the existing café millwork so that it no longer feeds return air from the adjoining space into to occupy the Premises. The new air-conditioning unit shall exclusively serve the Premises. All associated duct work modifications outside of the mechanical room for distribution necessary as a result of such work Landlord's Work shall be performed by Tenant, at its expense. All other existing base Building air-conditioning units serving the Premises shall be refurbished by Landlord (other than the unit serving the server room in the Premises). Landlord shall use commercially reasonable efforts to complete the foregoing work by January 31, 2010, as such date shall be extended, on a day for day basis, for each day that this Lease is not fully executed by August 31, 2009. (B) Upgrade the elevator corridor in the 16th floor of the Building after consultation with Tenant, including as to one of Landlord’s Building-standard paint colors. The carpeting in the corridor shall be substantially similar to the carpeting in the elevator corridor on the 12th floor of the Building. Landlord shall perform such Landlord’s Work promptly after the date of this Lease but Tenant acknowledges that Landlord’s Work shall not be completed prior to the commencement date of the term of the Sublease. Landlord shall perform Landlord’s Work diligently and conducted in a workmanlike first-class manner in accordance with Laws. Landlord and Tenant shall take commercially reasonable steps to coordinate the performance of Landlord’s Work and the performance by Tenant of the Initial Alterations so that neither party is delayed in the completion of its work. Landlord shall perform Landlord’s Work in accordance with the provisions of Section 7.3this Article VII. Unless otherwise directed by Xxxxxx in writing, Xxxxxxxx's goal will be to negotiate a final set of construction documents with the contractor to enable construction of Landlord's Work within the aggregate Allowance of $15.00 per rentable square foot. The stages of the buildout, time periods during which the stages will occur and the respective obligations of Landlord and Tenant are set forth below in this Article VII. Landlord shall enter into an agreement with PDA through its affiliate, Dacon Corporation, for the following design services: (i) architectural; (ii) structural and engineering; (iii) civil engineering; (iv) mechanical engineering services, including HVAC, plumbing and fire protection; and (v) the final construction plans and outline specifications (the "Construction Drawings"). The final Construction Drawings shall be incorporated into this Lease as EXHIBIT F and shall be the final and determinative description of the Landlord's Work. Landlord shall perform Landlord's Work by entering into a cost plus a fee with guaranteed maximum price contract for completion of the Landlord's Work with Dacon Corporation ("Dacon") of Natick, Massachusetts, the general contractor for the Base Building and improvements to the Land. Tenant shall have no relationship with the contractor except to the extent of Tenant's obligations to participate in the finalization of the Final Schematic Plan of Landlord's Work, and Xxxxxx's approval of the final Construction Drawings.

Landlord’s Work. Section 38.1. LandlordLandlord shall, at its expense, shall Landlord's sole cost and expense perform the following work (“Landlord’s Work”): following: (i) Remove a 15-ton air-cooled air-conditioning unit replace and enclosure from raise the north wall of ceiling grid currently located in the Premises to a height of ten (10) feet and replace add drywall as necessary to accommodate the window louver with a Building-standard windownew ceiling height; (ii) remove relocate the current HVAC chase to a 20-ton water-cooled air-conditioning unit and enclosure location that is adjacent to the break room which will occupy a portion of "open area 239" as shown on plans dated July 19, 2002; (iii) close up the east wall of skylight in the Premises; (iii) install a new 40-ton water-cooled unit in the mechanical equipment room in the Premises, to enable Landlord to provide the air-conditioning in accordance with the provisions of Section 28.1 (D) of this Lease; (iv) provide the supply windbracing shall be removed and return duct within the mechanical room and through the wall dampers with a “boot” extending to the exterior of the mechanical room for Tenant connectionsrelocated per engineering drawings by Landlord; and (v) isolate the return opening Landlord warrants and represents that, because there is no windbracing in the existing support wall above beside the existing café millwork so that it no longer feeds return air from restrooms, Tenant may create two (2) openings in said wall per the adjoining space into the Premisesdrawing prepared by Design Management dated 8/28/02. The new air-conditioning unit shall exclusively serve the Premises. All associated duct Any tile installation, lighting, insulation modification, mechanical work modifications outside of the mechanical room for distribution necessary or other alterations required as a result of such work the replacement and relocation of the ceiling grid shall be performed paid for out of Landlord's Allowance. EXHIBIT C 2161 NEWMARKET BUILDING OCCUPANCY ESTOPPEL CERTIFICATE THIS OCCUPANCY ESTOPPEL CERTIFICATE ("Certificate") is given by MATRIA HEALTHCARE, INC. ("Tenant") to TRIZEC REALTY, at its expenseINC. All other existing base ("Landlord"), with respect to that certain Lease Agreement dated ____________________, 20 ___ ("Lease"), under which Tenant has leased from Landlord certain premises known as Suite 233 ("Premises") in the 2161 Newmarket Office Building air-conditioning units serving ("Building"). In consideration of the Premises shall mutual covenants and agreements stated in the Lease, and intending that this Certificate may be refurbished relied upon by Landlord (other than the unit serving the server room in the Premises). Landlord shall use commercially reasonable efforts to complete the foregoing work by January 31and any prospective purchaser or present or prospective mortgagee, 2010, as such date shall be extended, on deed of trust beneficiary or ground lessor of all or a day for day basis, for each day that this Lease is not fully executed by August 31, 2009. (B) Upgrade the elevator corridor in the 16th floor of the Building after consultation with Tenant, including as to one of Landlord’s Building-standard paint colors. The carpeting in the corridor shall be substantially similar to the carpeting in the elevator corridor on the 12th floor portion of the Building, Tenant certifies as follows: 1. Except for those terms expressly defined in this Certificate, all initially capitalized terms will have the meanings stated for such terms in the Lease. 2. Landlord first delivered possession of the Premises to Tenant (either for occupancy by Tenant or for the commencement of construction by Tenant) on _______________, 20 ____. 3. Tenant moved into the Premises (or otherwise first occupied the Premises for Tenant's business purposes) on ____________________, 20 ____. 4. The Commencement Date occurred on _______________, 20___, and the Expiration Date will occur on ____________________, 20 ____. 5. Tenant's obligation to make monthly payments of Rent and Additional Rent under the Lease began (or will begin) on __________________, 20 ____. Executed this _______ day of ______________, 20 ___. TENANT: MATRIA HEALTHCARE, INC. By:___________________________ Printed Name:__________________ Title:_________________________ Exhibit D 2161 NEWMARKET BUILDING Rules and Regulations 1. SIGN DISPLAY Landlord will provide at Landlord's expense signage for the Premises. Such signage will be coordinated throughout the business park for uniformity and attractiveness. No sign, tag, label, picture, advertisement or notice shall perform such be displayed distributed, inscribed, painted or affixed by Tenant on any part of the outside of the building or of the demised Premises without prior written consent of Landlord’s Work promptly after the date of this Lease but Tenant acknowledges that Landlord’s Work shall not be completed prior . In addition to the commencement date of the term of the Sublease. foregoing Landlord shall perform Landlord’s Work diligently place, at Tenant's sole cost and in a workmanlike manner in accordance with Laws. Landlord and Tenant shall take commercially reasonable steps expense, the name "American Freedom Mortgage" on the existing monument sign at the Franklin Road entrance to coordinate the performance of Landlord’s Work and the performance by Tenant of the Initial Alterations so that neither party is delayed in the completion of its work. Landlord shall perform Landlord’s Work in accordance with the provisions of Section 7.3Complex.