Common use of Landlord’s Work Clause in Contracts

Landlord’s Work. Tenant shall accept the Premises in its “as-is” condition (regardless of how the plan attached hereto as Schedule 1 depicts the Premises) provided, however, that Landlord shall at its sole expense, in a good and xxxxxxx-like manner, in compliance with applicable Laws and Regulations, and using Building standard materials and finishes, make the following improvements (collectively, the “Landlord’s Work”) to the Premises: (a) Reconstruct the front lobby used to access the second floor of the Building so as to eliminate access from such lobby to the conference room within the Premises (it is anticipated that the Premises following such reconstruction will be configured as shown on Schedule 1 hereto, subject to changes required by any applicable governmental authorities); (b) Replacing all stained or damaged ceiling tiles in the Premises with new ceiling tiles; (c) Ensuring that all light fixtures are working properly and new light bulbs have been installed where required; (d) Washing all windows and professionally cleaning the Premises; (e) Delivering all mechanical, HVAC and electrical systems servicing the Building and the Premises in good operational condition and increasing the tonnage of the HVAC equipment and corresponding duct and ventilation capacity servicing the Server room to seven (7) tons; and (f) Providing all existing floor furniture for Tenant’s Use during the term of the Lease (although such furniture shall remain the property of Landlord after the termination of the Lease). In addition to the work to be performed above, Landlord warrants that the Premises and the Building were ADA compliant at the time of the original construction of the Building. ANTICIPATED RE-CONFIGURATION OF PREMISES 1. Sidewalks, exits, entrances, elevators and stairways shall not be obstructed by Tenant or used by Tenant for any purpose other than for ingress to and egress from the Premises. Tenant, and Tenant’s employees or invitees, shall not go upon the roof of the Building, except as authorized by Landlord or pursuant to Paragraph 46 of the Lease. 2. Except as expressly permitted by the Lease, no sign, placard, picture, name, advertisement or notice visible from the exterior of the Premises shall be inscribed, painted, affixed, installed or otherwise displayed by Tenant either on the Premises or any part of the Building without the prior written consent of Landlord, which consent not be unreasonably withheld, conditioned or delayed, and Landlord shall have the right to remove any such sign, placard, picture, name, advertisement or notice without notice to and at the expense of Tenant. If Landlord shall have given such consent to Tenant at any time, whether before or after the execution of the Lease, such consent shall not in any way operate as a waiver or release of any of the provisions hereof or of the Lease, and shall be deemed to relate only to the particular sign, placard, picture, name, advertisement or notice so consented to by Landlord and shall not be construed as dispensing with the necessity of obtaining the specific written consent of Landlord with respect to any other such sign, placard, picture, name, advertisement or notice. 3. No curtains, draperies, blinds, shutters, shades, screens or other coverings, awnings, hangings or decorations shall be attached to, hung or placed in, or used in connection with, any window, door or patio on the Premises without the prior written consent of Landlord. In any event with the prior written consent of Landlord, all such items shall be installed inboard of Landlord’s window coverings and shall not in any way be visible from the exterior of the Building. No articles shall be placed or kept on the window xxxxx so as to be visible from the exterior of the Building. No articles shall be placed against glass partitions or doors which might appear unsightly from outside the Building. 4. During the continuance of any invasion, mob, riot, public excitement or other circumstance rendering such action advisable in Landlord’s opinion, Landlord reserves the right to prevent access to the Building by closing the doors, or otherwise, for the safety of tenants and protection of the Building and property in the Building. 5. Tenant shall see that the doors of the Premises are closed and securely locked and must observe strict care and caution that all water faucets or water apparatus are entirely shut off (other than as required for security or safety purposes) before Tenant or its employees leave such Premises, and that all utilities shall likewise be carefully shut off, so as to prevent waste or damage. On multiple-tenancy floors, all tenants shall keep the door or doors to the Building corridors closed at all times except for ingress and egress. 6. Tenant shall not alter any lock or access device or install a new or additional lock-or access device or any bolt on any door of the Premises without prior written notice to Landlord, and shall immediately provide Landlord with new keys or other access devises upon such alteration or installation. Tenant shall not make or have made additional copies of any keys or access devices provided by Landlord but shall instead obtain any necessary additional keys or devices from Landlord. Tenant, upon the termination of the tenancy, shall deliver to Landlord all the keys or access devices for the Building, offices, rooms and toilet rooms which shall have been furnished to Tenant or which Tenant shall have had made. In the event of the loss of any keys or access devices so furnished by Landlord, Tenant shall pay Landlord the actual cost (including rekeying if necessary) therefor. 7. The toilet rooms, toilets, urinals, wash bowls and other apparatus shall not be used for any purpose other than that for which they were constructed and no foreign substance of any kind whatsoever shall be thrown therein, and the expense of any breakage, stoppage or damage resulting from the violation of this rule by Tenant or Tenant’s employees or invitees shall be borne by Tenant. 8. Tenant shall not use or keep in the Premises or the Building any kerosene, gasoline or inflammable or combustible fluid or material other than limited quantities necessary for the operation or maintenance of office or office equipment. Tenant shall not use any method of heating or air conditioning other than supplied or approved by Landlord. 9. Tenant shall not use, keep or permit to be used or kept in the Premises any foul or noxious gas or substance or permit or suffer the Premises to be occupied or used in a manner offensive or objectionable to Landlord or other occupants of the Building by reason of noise, odors and/or vibrations or interfere in any way with other tenants or those having business therein, nor shall any animals or birds be brought or kept in or about the Premises or the Building. 10. Except as consented to by Landlord, no cooking shall be done or permitted by Tenant on the Premises (except that use by the Tenant of Underwriter’s Laboratory approved equipment for the preparation of coffee, tea, hot chocolate and similar beverages for Tenant and its employees shall be permitted, provided that such equipment and use are in accordance with all applicable federal, state and city laws, codes, ordinances, rules and regulations), nor shall Premises be used for lodging. 11. Except as allowed by, and then in accordance with, the express provisions of the Lease, Tenant shall not install any radio or television antenna, loudspeaker or any other device on the exterior walls or the roof of the Building. Tenant shall not interfere with radio or television broadcasting or reception from or in the Building or elsewhere. 12. Tenant shall not lay linoleum, tile, carpet or any other floor covering so that the same shall be affixed to the floor of the Premises in any manner except as approved in writing by Landlord. The expense of repairing any damage resulting from a violation of this rule by Tenant or Tenant’s contractors, employees or invitees or the removal of any floor covering shall be borne by Tenant. 13. Business machines and mechanical equipment belonging to Tenant which cause noise or vibration that may be transmitted to the structure of the Building or to any space therein to such a degree as to be objectionable to Landlord or to any tenants in the Building shall be placed and maintained by Tenant, at Tenant’s expense, on vibration eliminators or other devices sufficient to eliminate noise or vibration. The persons employed to move such equipment in or out of the Building must be acceptable to Landlord. 14. Tenant shall not place a load upon any floor of the Premises which exceeds the load per square foot which such floor was designed to carry and which is allowed by law. Tenant shall not xxxx, use double-sided adhesive tape on, or drive nails, screw or drill into, the partitions, woodwork or plaster or in any way deface the Premises or any part thereof. Tenant may hang pictures on walls in the Premises. Any damage to the walls caused by xxxxx bolts, or like hanging materials, will be repaired by Tenant. 15. Tenant shall store all trash and garbage within the interior of the Premises or in the appropriate trash collection areas outside of the Premises. No material shall be placed in the trash boxes or receptacles if such material is of such nature that it may not be disposed of in the ordinary and customary manner of removing and disposing of trash and garbage in the jurisdiction in which the Premises is located, without violation of any law or ordinance governing such disposal. All trash, garbage and refuse disposal shall be made only through entry ways and elevators provided for such purposes and at such times as Landlord shall designate. 16. Canvassing, soliciting, distribution of handbills or any other written material and peddling in the Building or Project are prohibited, and Tenant shall cooperate to prevent the same. Tenant shall not make room-to-room solicitation of business from other tenants in the Building or Project. 17. Landlord shall have the right, exercisable upon reasonable advance notice and without liability to Tenant, to change the name and address of the Building or Project. Without the prior written consent of Landlord, Tenant shall not use the name of the Building in connection with or in promoting or advertising the business of Tenant except as Tenant’s address. Tenant may use Project’s name on its stationery and business cards. 18. Landlord reserves the right to exclude or expel from the Building or Project any person who, in Landlord’s judgment, is intoxicated or under the influence of liquor or drugs or who is in violation of any of the rules or regulations of the Building. 19. Tenant shall comply with all safety, fire protection and evacuation procedures and regulations established by any governmental agency. 20. Tenant assumes any and all responsibility for protecting the Premises from theft, robbery and pilferage which includes keeping doors locked and other means of entry to the Premises closed, unless caused by the negligence or willful misconduct of Landlord, its agents, servants, or employees (“Landlord Parties”). 21. Tenant shall be responsible for the observance of all of the foregoing Rules and Regulations by Tenant’s employees, agents, clients, customers, invitees and guests. 22. Tenant shall not use the Common Areas for any gathering, party, picnic or similar functions without Landlord’s prior written consent. Any such consent shall be conditioned upon Tenant indemnifying, defending and holding Landlord harmless against any personal injury, death or damages to the Project or any portion thereof or any other property of Landlord or any other tenants in the building or any other party as a result of the function, and to paying to Landlord as an Additional Charge any costs incurred by Landlord in connection with such event. Prior to any such gathering, party, picnic or similar function, Tenant shall provide Landlord with evidence of insurance, in the form and liability amounts reasonably required by Landlord, covering the foregoing indemnification obligations. 23. Landlord may waive any one or more of these Rules and Regulations for the benefit of any particular tenant or tenants, but no such waiver by Landlord shall be construed as a waiver of such Rules and Regulations in favor of any other tenant or tenants, nor prevent Landlord from thereafter enforcing any such Rules and Regulations against any or all tenants of the Building or Project. Where Landlord’s consent is provided for in these Rules and Regulations, such consent shall not be unreasonably withheld, conditioned or delayed. 24. Landlord reserves the right to make such other and reasonable rules and regulations as in its judgment may from time to time be needed for safety and security, for care and cleanliness of the Building and Project and for the preservation of good order therein. Tenant agrees to abide by all such Rules and Regulations hereinafter stated and any additional rules and regulations which are adopted and which are not contrary to Tenant’s rights under the Lease. No new Rule or Regulation shall be designed to discriminate solely against Tenant. 25. Tenant shall be responsible for the observance of all of the foregoing Rules and Regulations by Tenant’s employees, agents, clients, customers, invitees and guests. 26. Unless otherwise defined, terms used in these Rules and Regulations shall have the same meaning as in the Lease. , 2007 Elance, Inc.

Landlord’s Work. For the purposes of determining substantial completion, "Landlord's Work" shall be defined as all work shown on the Plans as defined in Paragraph D hereof, but shall not include special work (i.e., long-lead items) requested by Tenant after the date of this Lease (the "Special Work"), or changes made by Tenant after the Plans have been approved by Landlord and Xxxxxx. Xxxxxxxx agrees to identify such Special Work for Tenant as soon as reasonably practical and shall accept give Tenant the Premises option of substituting alternative materials of similar quality. Landlord's Work shall be constructed in its “ascompliance with all applicable codes and shall be performed in a first-is” condition (regardless class manner. All materials shall be consistent with "building standard materials". The Plans shall include the following items of how the plan Landlord's Work: Built-out specifications attached hereto as Schedule 1 depicts the Premises) providedExhibit B-2, howeverincluding building standard finishes and fixtures, that Landlord shall at its sole expenseoffices, in a good conference room(s), reception area, file/copy room, server/printer room, kitchen/break room, electrical needs for offices and xxxxxxxfurniture systems, new carpet and paint throughout, millwork, HVAC zoning and/or re-like mannerducting as needed, in compliance with applicable Laws ceiling tiles and Regulationsgrid as needed, lighting as needed, repair or replace window coverings, and using Building standard materials and finishes, make the following improvements (collectively, the “Landlord’s Work”) to the PremisesADA and/or fire/life safety modifications as required. Xxxxxxxx's Work would include: (ai) Reconstruct 9 new private offices (ii) Electrical drops for wiring for the front lobby used to access cubicles shown on the second floor of the Building so as to eliminate access from such lobby to the conference room within the Premises Plan (it being understood that Tenant is anticipated that the Premises following such reconstruction will be configured responsible for whips and final hook up for up to 127 cubicles as shown on Schedule 1 hereto, subject to changes required by any applicable governmental authoritiesExhibit B-3); (biii) Replacing all stained or damaged ceiling tiles in the Premises Segregated ("Chinese Walled") area with new ceiling tiles;11 cubicles (civ) Ensuring that all light fixtures are working properly and new light bulbs have been installed where required;Large Kitchen with game area (dv) Washing all windows and professionally cleaning the Premises;Server Room with supplemental air conditioning (evi) Delivering all mechanical, HVAC and electrical systems servicing the Building and the Premises in good operational condition and increasing the tonnage of the HVAC equipment and corresponding duct and ventilation capacity servicing the Server room to seven (7) tons; andStorage area (fvii) Providing all Large Conference Room for 25 people (viii) One existing floor furniture for Tenant’s Use during the term of the Lease Interview Room (although such furniture shall remain the property of Landlord after the termination of the Lease). In addition to the work to be performed above, Landlord warrants that the Premises and the Building were ADA compliant at the time of the original construction of the Building. ANTICIPATED RE-CONFIGURATION OF PREMISES 1. Sidewalks, exits, entrances, elevators and stairways shall not be obstructed by Tenant or used by Tenant for any purpose other than for ingress to and egress from the Premises. Tenant, and Tenant’s employees or invitees, shall not go upon the roof of the Building, except as authorized by Landlord or pursuant to Paragraph 46 of the Lease. 2. Except as expressly permitted by the Lease, no sign, placard, picture, name, advertisement or notice visible from the exterior of the Premises shall be inscribed, painted, affixed, installed or otherwise displayed by Tenant either on the Premises or any part of the Building without the prior written consent of Landlord, which consent not be unreasonably withheld, conditioned or delayed, and Landlord shall have the right to remove any such sign, placard, picture, name, advertisement or notice without notice to and at the expense of Tenant. If Landlord shall have given such consent to Tenant at any time, whether before or after the execution of the Lease, such consent shall not in any way operate as a waiver or release of any of the provisions hereof or of the Lease, and shall be deemed to relate only to the particular sign, placard, picture, name, advertisement or notice so consented to by Landlord and shall not be construed as dispensing with the necessity of obtaining the specific written consent of Landlord with respect to any other such sign, placard, picture, name, advertisement or notice. 3. No curtains, draperies, blinds, shutters, shades, screens or other coverings, awnings, hangings or decorations shall be attached to, hung or placed in, or used in connection with, any window, door or patio on the Premises without the prior written consent of Landlord. In any event with the prior written consent of Landlord, all such items shall be installed inboard of Landlord’s window coverings and shall not in any way be visible from the exterior of the Building. No articles shall be placed or kept on the window xxxxx so as to be visible from the exterior of the Building. No articles shall be placed against glass partitions or doors which might appear unsightly from outside the Building. 4. During the continuance of any invasion, mob, riot, public excitement or other circumstance rendering such action advisable in Landlord’s opinion, Landlord reserves the right to prevent access to the Building by closing the doors, or otherwise, for the safety of tenants and protection of the Building and property in the Building. 5. Tenant shall see that the doors of the Premises are closed and securely locked and must observe strict care and caution that all water faucets or water apparatus are entirely shut off (other than as required for security or safety purposesix) before Tenant or its employees leave such Premises, and that all utilities shall likewise be carefully shut off, so as to prevent waste or damage. On multiple-tenancy floors, all tenants shall keep the door or doors to the Building corridors closed at all times except for ingress and egress. 6. Tenant shall not alter any lock or access device or install a new or additional lock-or access device or any bolt on any door of the Premises without prior written notice to Landlord, and shall immediately provide Landlord with new keys or other access devises upon such alteration or installation. Tenant shall not make or have made additional copies of any keys or access devices provided by Landlord but shall instead obtain any necessary additional keys or devices from Landlord. Tenant, upon the termination of the tenancy, shall deliver to Landlord all the keys or access devices for the Building, offices, rooms and toilet rooms which shall have been furnished to Tenant or which Tenant shall have had made. In the event of the loss of any keys or access devices so furnished by Landlord, Tenant shall pay Landlord the actual cost (including rekeying if necessary) therefor. 7. The toilet rooms, toilets, urinals, wash bowls and other apparatus shall not be used for any purpose other than that for which they were constructed and no foreign substance of any kind whatsoever shall be thrown therein, and the expense of any breakage, stoppage or damage resulting from the violation of this rule by Tenant or Tenant’s employees or invitees shall be borne by Tenant. 8. Tenant shall not use or keep in the Premises or the Building any kerosene, gasoline or inflammable or combustible fluid or material other than limited quantities necessary for the operation or maintenance of office or office equipment. Tenant shall not use any method of heating or air conditioning other than supplied or approved by Landlord. 9. Tenant shall not use, keep or permit to be used or kept in the Premises any foul or noxious gas or substance or permit or suffer the Premises to be occupied or used in a manner offensive or objectionable to Landlord or other occupants of the Building by reason of noise, odors and/or vibrations or interfere in any way with other tenants or those having business therein, nor shall any animals or birds be brought or kept in or about the Premises or the Building. 10. Except as consented to by Landlord, no cooking shall be done or permitted by Tenant on the Premises (except that use by the Tenant of Underwriter’s Laboratory approved equipment for the preparation of coffee, tea, hot chocolate and similar beverages for Tenant and its employees shall be permitted, provided that such equipment and use are in accordance with all applicable federal, state and city laws, codes, ordinances, rules and regulations), nor shall Premises be used for lodging. 11. Except as allowed by, and then in accordance with, the express provisions of the Lease, Tenant shall not install any radio or television antenna, loudspeaker or any other device on the exterior walls or the roof of the Building. Tenant shall not interfere with radio or television broadcasting or reception from or in the Building or elsewhere. 12. Tenant shall not lay linoleum, tile, carpet or any other floor covering so that the same shall be affixed to the floor of the Premises in any manner except as approved in writing by Landlord. The expense of repairing any damage resulting from a violation of this rule by Tenant or Tenant’s contractors, employees or invitees or the removal of any floor covering shall be borne by Tenant. 13. Business machines and mechanical equipment belonging to Tenant which cause noise or vibration that may be transmitted to the structure of the Building or to any space therein to such a degree as to be objectionable to Landlord or to any tenants in the Building shall be placed and maintained by Tenant, at Tenant’s expense, on vibration eliminators or other devices sufficient to eliminate noise or vibration. The persons employed to move such equipment in or out of the Building must be acceptable to Landlord. 14. Tenant shall not place a load upon any floor of the Premises which exceeds the load per square foot which such floor was designed to carry and which is allowed by law. Tenant shall not xxxx, use double-sided adhesive tape on, or drive nails, screw or drill into, the partitions, woodwork or plaster or in any way deface the Premises or any part thereof. Tenant may hang pictures on walls in the Premises. Any damage to the walls caused by xxxxx bolts, or like hanging materials, will be repaired by Tenant. 15. Tenant shall store all trash and garbage within the interior of the Premises or in the appropriate trash collection areas outside of the Premises. No material shall be placed in the trash boxes or receptacles if such material is of such nature that it may not be disposed of in the ordinary and customary manner of removing and disposing of trash and garbage in the jurisdiction in which the Premises is located, without violation of any law or ordinance governing such disposal. All trash, garbage and refuse disposal shall be made only through entry ways and elevators provided for such purposes and at such times as Landlord shall designate. 16. Canvassing, soliciting, distribution of handbills or any other written material and peddling in the Building or Project are prohibited, and Tenant shall cooperate to prevent the same. Tenant shall not make room-to-room solicitation of business from other tenants in the Building or Project. 17. Landlord shall have the right, exercisable upon reasonable advance notice and without liability to Tenant, to change the name and address of the Building or Project. Without the prior written consent of Landlord, Tenant shall not use the name of the Building in connection with or in promoting or advertising the business of Tenant except as Tenant’s address. Tenant may use Project’s name on its stationery and business cards. 18. Landlord reserves the right to exclude or expel from the Building or Project any person who, in Landlord’s judgment, is intoxicated or under the influence of liquor or drugs or who is in violation of any of the rules or regulations of the Building. 19. Tenant shall comply with all safety, fire protection and evacuation procedures and regulations established by any governmental agency. 20. Tenant assumes any and all responsibility for protecting the Premises from theft, robbery and pilferage which includes keeping doors locked and other means of entry to the Premises closed, unless caused by the negligence or willful misconduct of Landlord, its agents, servants, or employees (“Landlord Parties”). 21. Tenant shall be responsible for the observance of all of the foregoing Rules and Regulations by Tenant’s employees, agents, clients, customers, invitees and guests. 22. Tenant shall not use the Common Areas for any gathering, party, picnic or similar functions without Landlord’s prior written consent. Any such consent shall be conditioned upon Tenant indemnifying, defending and holding Landlord harmless against any personal injury, death or damages to the Project or any portion thereof or any other property of Landlord or any other tenants in the building or any other party as a result of the function, and to paying to Landlord as an Additional Charge any costs incurred by Landlord in connection with such event. Prior to any such gathering, party, picnic or similar function, Tenant shall provide Landlord with evidence of insurance, in the form and liability amounts reasonably required by Landlord, covering the foregoing indemnification obligations. 23. Landlord may waive any one or more of these Rules and Regulations for the benefit of any particular tenant or tenants, but no such waiver by Landlord shall be construed as a waiver of such Rules and Regulations in favor of any other tenant or tenants, nor prevent Landlord from thereafter enforcing any such Rules and Regulations against any or all tenants of the Building or Project. Where Landlord’s consent is provided for in these Rules and Regulations, such consent shall not be unreasonably withheld, conditioned or delayed. 24. Landlord reserves the right to make such other and reasonable rules and regulations as in its judgment may from time to time be needed for safety and security, for care and cleanliness of the Building and Project and for the preservation of good order therein. Tenant agrees to abide by all such Rules and Regulations hereinafter stated and any additional rules and regulations which are adopted and which are not contrary to Tenant’s rights under the Lease. No new Rule or Regulation shall be designed to discriminate solely against Tenant. 25. Tenant shall be responsible for the observance of all of the foregoing Rules and Regulations by Tenant’s employees, agents, clients, customers, invitees and guests. 26. Unless otherwise defined, terms used in these Rules and Regulations shall have the same meaning as in the Lease. , 2007 Elance, Inc.One Team Room

Landlord’s Work. Tenant shall accept In relation to the construction of improvements and alterations at the Premises in its “as-is” condition (regardless of how the plan attached hereto as Schedule 1 depicts the Premises) provided, however, that Landlord shall at its sole expense, in a good and xxxxxxx-like manner, in compliance with applicable Laws and Regulations, and using Building standard materials and finishes, make the following improvements (collectivelyprior to Tenant’s occupancy thereof, the “Landlord’s Work” shall be that work set form on the concept plan and narrative attached as Schedule I hereto (together, the “Scope of Work”), which Landlord shall construct at Landlord’s cost and expense in accordance with the terms and provisions of this Exhibit B (the “Work Letter”) and this Lease, but which shall not include furnishings, equipment or any data/telecommunications cabling, wiring or systems required by Tenant for the Premises (collectively, “Tenant’s Tel/Data Work”). Tenant shall contract with its vendors and contractors directly for the performance of the Tenant’s Tel/Data Work and shall be entirely responsible for the costs incurred in connection therewith and for all costs of Tenant’s furnishings or equipment As part of the Landlord’s Work, prior to Tenant’s occupancy of the Premises: , Landlord shall, at Landlord’s cost and expense, (a) Reconstruct provide a new HVAC system for the front lobby used Premises, (b) remove all existing telephone and data cabling, and (c) demise the Premises. In addition, as part of the Landlord’s Work, prior to access Tenant’s occupancy of the second floor Premises, Landlord shall, at Landlord’s cost and expense, perform alterations to the island located in the portion of the parking area that serves the loading docks that serve the Building pursuant to Section 6 of this Work Letter. For the purposes of this Lease, the “Tenant Improvements” shall mean, collectively, all aspects of the Landlord’s Work and Tenant’s Tel/Data Work with the exception of any aspects thereof that constitute a part of the Building so as Structure (which Building Structure shall be deemed to eliminate access from such lobby to include the conference room within new HVAC system serving the Premises (it is anticipated as of the Commencement Date, but not any supplemental HVAC unit that may serve the Premises following such reconstruction will or be configured as shown on Schedule 1 hereto, subject to changes required by any applicable governmental authorities); (b) Replacing all stained or damaged ceiling tiles in the Premises with new ceiling tiles; (c) Ensuring that all light fixtures are working properly and new light bulbs have been installed where required; (d) Washing all windows and professionally cleaning the Premises; (e) Delivering all mechanical, HVAC and electrical systems servicing the Building and the Premises in good operational condition and increasing the tonnage of the HVAC equipment and corresponding duct and ventilation capacity servicing the Server room to seven (7) tons; and (f) Providing all existing floor furniture for Tenant’s Use during the term of the Lease (although such furniture shall remain the property of Landlord after the termination of the Lease). In addition to the work to be performed above, Landlord warrants that the Premises and the Building were ADA compliant at the time of the original construction of the Building. ANTICIPATED RE-CONFIGURATION OF PREMISES 1. Sidewalks, exits, entrances, elevators and stairways shall not be obstructed by Tenant or used by Tenant for any purpose other than for ingress to and egress from the Premises. Tenant, and Tenant’s employees or invitees, shall not go upon the roof of the Building, except as authorized by Landlord or pursuant Tenant to Paragraph 46 of the Lease. 2. Except as expressly permitted by the Lease, no sign, placard, picture, name, advertisement or notice visible from the exterior of the Premises shall be inscribed, painted, affixed, installed or otherwise displayed by Tenant either on exclusively serve the Premises or any part of the Building without the prior written consent of Landlord, which consent not be unreasonably withheld, conditioned or delayed, and Landlord shall have the right to remove any such sign, placard, picture, name, advertisement or notice without notice to and at the expense of Tenant. If Landlord shall have given such consent to Tenant at any time, whether before or after the execution of the Lease, such consent shall not in any way operate as a waiver or release of any of the provisions hereof or of the Lease, and shall be deemed to relate only to the particular sign, placard, picture, name, advertisement or notice so consented to by Landlord and shall not be construed as dispensing with the necessity of obtaining the specific written consent of Landlord with respect to any other such sign, placard, picture, name, advertisement or notice. 3. No curtains, draperies, blinds, shutters, shades, screens or other coverings, awnings, hangings or decorations shall be attached to, hung or placed in, or used in connection with, any window, door or patio on the Premises without the prior written consent of Landlord. In any event with the prior written consent of Landlord, all such items shall be installed inboard of Landlord’s window coverings and shall not in any way be visible from the exterior of the Building. No articles shall be placed or kept on the window xxxxx so as to be visible from the exterior of the Building. No articles shall be placed against glass partitions or doors which might appear unsightly from outside the Building. 4. During the continuance of any invasion, mob, riot, public excitement or other circumstance rendering such action advisable in Landlord’s opinion, Landlord reserves the right to prevent access to the Building by closing the doors, or otherwise, for the safety of tenants and protection of the Building and property in the Building. 5. Tenant shall see that the doors of the Premises are closed and securely locked and must observe strict care and caution that all water faucets or water apparatus are entirely shut off (other than as required for security or safety purposes) before Tenant or its employees leave such Premises, and that all utilities shall likewise be carefully shut off, so as to prevent waste or damage. On multiple-tenancy floors, all tenants shall keep the door or doors to the Building corridors closed at all times except for ingress and egress. 6. Tenant shall not alter any lock or access device or install a new or additional lock-or access device or any bolt on any door of the Premises without prior written notice to Landlord, and shall immediately provide Landlord with new keys or other access devises upon such alteration or installation. Tenant shall not make or have made additional copies of any keys or access devices provided by Landlord but shall instead obtain any necessary additional keys or devices from Landlord. Tenant, upon the termination of the tenancy, shall deliver to Landlord all the keys or access devices for the Building, offices, rooms and toilet rooms which shall have been furnished to Tenant or which Tenant shall have had made. In the event of the loss of any keys or access devices so furnished by Landlord, Tenant shall pay Landlord the actual cost (including rekeying if necessary) therefor. 7. The toilet rooms, toilets, urinals, wash bowls and other apparatus shall not be used for any purpose other than that for which they were constructed and no foreign substance of any kind whatsoever shall be thrown therein, and the expense of any breakage, stoppage or damage resulting from the violation of this rule by Tenant or Tenant’s employees or invitees shall be borne by Tenant. 8. Tenant shall not use or keep in the Premises or the Building any kerosene, gasoline or inflammable or combustible fluid or material other than limited quantities necessary for the operation or maintenance of office or office equipment. Tenant shall not use any method of heating or air conditioning other than supplied or approved by Landlord. 9. Tenant shall not use, keep or permit to be used or kept in the Premises any foul or noxious gas or substance or permit or suffer the Premises to be occupied or used in a manner offensive or objectionable to Landlord or other occupants of the Building by reason of noise, odors and/or vibrations or interfere in any way with other tenants or those having business therein, nor shall any animals or birds be brought or kept in or about the Premises or the Building. 10. Except as consented to by Landlord, no cooking shall be done or permitted by Tenant on the Premises (except that use by the Tenant of Underwriter’s Laboratory approved equipment for the preparation of coffee, tea, hot chocolate and similar beverages for Tenant and its employees shall be permitted, provided that such equipment and use are in accordance with all applicable federal, state and city laws, codes, ordinances, rules and regulations), nor shall Premises be used for lodging. 11. Except as allowed by, and then in accordance with, the express provisions of the Lease, Tenant shall not install any radio or television antenna, loudspeaker or any other device on the exterior walls or the roof of the Building. Tenant shall not interfere with radio or television broadcasting or reception from or in the Building or elsewhere. 12. Tenant shall not lay linoleum, tile, carpet or any other floor covering so that the same shall be affixed to the floor of the Premises in any manner except as approved in writing by Landlord. The expense of repairing any damage resulting from a violation of this rule by Tenant or Tenant’s contractors, employees or invitees or the removal of any floor covering shall be borne by Tenant. 13. Business machines and mechanical equipment belonging to Tenant which cause noise or vibration that may be transmitted to the structure of the Building or to any space therein to such a degree as to be objectionable to Landlord or to any tenants in the Building shall be placed and maintained by Tenant, at Tenant’s expense, on vibration eliminators or other devices sufficient to eliminate noise or vibration. The persons employed to move such equipment in or out of the Building must be acceptable to Landlord. 14. Tenant shall not place a load upon any floor of the Premises which exceeds the load per square foot which such floor was designed to carry and which is allowed by law. Tenant shall not xxxx, use double-sided adhesive tape on, or drive nails, screw or drill into, the partitions, woodwork or plaster or in any way deface the Premises or any part thereof. Tenant may hang pictures on walls in the Premises. Any damage to the walls caused by xxxxx bolts, or like hanging materials, will be repaired by Tenant. 15. Tenant shall store all trash and garbage within the interior of the Premises or in the appropriate trash collection areas outside of the Premises. No material shall be placed in the trash boxes or receptacles if such material is of such nature that it may not be disposed of in the ordinary and customary manner of removing and disposing of trash and garbage in the jurisdiction in which the Premises is located, without violation of any law or ordinance governing such disposal. All trash, garbage and refuse disposal shall be made only through entry ways and elevators provided for such purposes and at such times as Landlord shall designate. 16. Canvassing, soliciting, distribution of handbills or any other written material and peddling in the Building or Project are prohibited, and Tenant shall cooperate to prevent the same. Tenant shall not make room-to-room solicitation of business from other tenants in the Building or Project. 17. Landlord shall have the right, exercisable upon reasonable advance notice and without liability to Tenant, to change the name and address of the Building or Project. Without the prior written consent of Landlord, Tenant shall not use the name of the Building in connection with or in promoting or advertising the business of Tenant except as Tenant’s address. Tenant may use Project’s name on its stationery and business cards. 18. Landlord reserves the right to exclude or expel from the Building or Project any person who, in Landlord’s judgment, is intoxicated or under the influence of liquor or drugs or who is in violation of any of the rules or regulations of the Building. 19. Tenant shall comply with all safety, fire protection and evacuation procedures and regulations established by any governmental agency. 20. Tenant assumes any and all responsibility for protecting the Premises from theft, robbery and pilferage which includes keeping doors locked and other means of entry to the Premises closed, unless caused by the negligence or willful misconduct of Landlord, its agents, servants, or employees (“Landlord Parties”). 21. Tenant shall be responsible for the observance of all of the foregoing Rules and Regulations by Tenant’s employees, agents, clients, customers, invitees and guests. 22. Tenant shall not use the Common Areas for any gathering, party, picnic or similar functions without Landlord’s prior written consent. Any such consent shall be conditioned upon Tenant indemnifying, defending and holding Landlord harmless against any personal injury, death or damages to the Project or any portion thereof or any other property of Landlord or any other tenants in the building or any other party as a result of the function, and to paying to Landlord as an Additional Charge any costs incurred by Landlord in connection with such event. Prior to any such gathering, party, picnic or similar function, Tenant shall provide Landlord with evidence of insurance, in the form and liability amounts reasonably required by Landlord, covering the foregoing indemnification obligations. 23. Landlord may waive any one or more of these Rules and Regulations for the benefit of any particular tenant or tenants, but no such waiver by Landlord shall be construed as a waiver of such Rules and Regulations in favor of any other tenant or tenants, nor prevent Landlord from thereafter enforcing any such Rules and Regulations against any or all tenants of the Building or Project. Where Landlord’s consent is provided for in these Rules and Regulations, such consent shall not be unreasonably withheld, conditioned or delayed. 24. Landlord reserves the right to make such other and reasonable rules and regulations as in its judgment may from time to time be needed for safety and security, for care and cleanliness of the Building and Project and for the preservation of good order therein. Tenant agrees to abide by all such Rules and Regulations hereinafter stated and any additional rules and regulations which are adopted and which are not contrary to Tenant’s rights under the Lease. No new Rule or Regulation shall be designed to discriminate solely against Tenanttime). 25. Tenant shall be responsible for the observance of all of the foregoing Rules and Regulations by Tenant’s employees, agents, clients, customers, invitees and guests. 26. Unless otherwise defined, terms used in these Rules and Regulations shall have the same meaning as in the Lease. , 2007 Elance, Inc.

Landlord’s Work. Tenant Landlord shall accept have no obligations whatsoever to improve or pay for any improvements to the Premises for Tenant’s use and occupancy thereof except as expressly set forth in its this Section 29. Commencing promptly after the Effective Date, the parties shall proceed diligently and continuously to finalize the Initial Premises Work Final Plans (as defined below) and the Expansion Premises Work Final Plans (as defined below) with Xxxxx Xxxxxxxx Architects (“as-is” condition (regardless of how Architect”), which Architect was selected and retained by Landlord and approved by Tenant prior to the plan attached hereto as Schedule 1 depicts the Premises) provided, however, that Landlord shall at its sole expense, in a good and xxxxxxx-like manner, in compliance with applicable Laws and RegulationsEffective Date, and using Building standard materials and finishes, make the following improvements (collectively, the “Landlord’s Work”) to the Premises: (a) Reconstruct the front lobby used to access the second floor of the Building so as to eliminate access from such lobby to the conference room within the Premises (it is anticipated that the Premises following such reconstruction will be configured as shown on Schedule 1 heretoLandlord shall, subject to changes required by any applicable governmental authorities); (b) Replacing all stained or damaged ceiling tiles in the Premises with new ceiling tiles; (c) Ensuring that all light fixtures are working properly and new light bulbs have been installed where required; (d) Washing all windows and professionally cleaning the Premises; (e) Delivering all mechanical, HVAC and electrical systems servicing the Building and the Premises in good operational condition and increasing the tonnage of the HVAC equipment and corresponding duct and ventilation capacity servicing the Server room to seven (7) tons; and (f) Providing all existing floor furniture for Tenant’s Use during the term of the Lease (although such furniture shall remain the property of Landlord after the termination of the Lease). In addition to the work to be performed above, Landlord warrants that the Premises and the Building were ADA compliant at the time of the original construction of the Building. ANTICIPATED RE-CONFIGURATION OF PREMISES 1. Sidewalks, exits, entrances, elevators and stairways shall not be obstructed by Tenant or used by Tenant for any purpose other than for ingress to and egress from the Premises. Tenant, and Tenant’s employees or invitees, shall not go upon the roof of the Building, except as authorized by Landlord or pursuant to Paragraph 46 of the Lease. 2. Except as expressly permitted by the Lease, no sign, placard, picture, name, advertisement or notice visible from the exterior of the Premises shall be inscribed, painted, affixed, installed or otherwise displayed by Tenant either on the Premises or any part of the Building without the prior written consent of Landlord, which consent not be unreasonably withheld, conditioned or delayed, and Landlord shall have the right to remove any such sign, placard, picture, name, advertisement or notice without notice to and at the expense of Tenant. If Landlord shall have given such consent to Tenant at any time, whether before or after the execution of the Lease, such consent shall not in any way operate as a waiver or release of any of the provisions hereof or of the Lease, and shall be deemed to relate only to the particular sign, placard, picture, name, advertisement or notice so consented to by Landlord and shall not be construed as dispensing with the necessity of obtaining the specific written consent of Landlord with respect to any other such sign, placard, picture, name, advertisement or notice. 3. No curtains, draperies, blinds, shutters, shades, screens or other coverings, awnings, hangings or decorations shall be attached to, hung or placed in, or used in connection with, any window, door or patio on the Premises without the prior written consent of Landlord. In any event with the prior written consent of Landlord, all such items shall be installed inboard of Landlord’s window coverings and shall not in any way be visible from the exterior of the Building. No articles shall be placed or kept on the window xxxxx so as to be visible from the exterior of the Building. No articles shall be placed against glass partitions or doors which might appear unsightly from outside the Building. 4. During the continuance of any invasion, mob, riot, public excitement or other circumstance rendering such action advisable in Landlord’s opinion, Landlord reserves the right to prevent access to the Building by closing the doors, or otherwise, for the safety of tenants and protection of the Building and property in the Building. 5. Tenant shall see that the doors of the Premises are closed and securely locked and must observe strict care and caution that all water faucets or water apparatus are entirely shut off (other than as required for security or safety purposes) before Tenant or its employees leave such Premises, and that all utilities shall likewise be carefully shut off, so as to prevent waste or damage. On multiple-tenancy floors, all tenants shall keep the door or doors to the Building corridors closed at all times except for ingress and egress. 6. Tenant shall not alter any lock or access device or install a new or additional lock-or access device or any bolt on any door of the Premises without prior written notice to Landlord, and shall immediately provide Landlord with new keys or other access devises upon such alteration or installation. Tenant shall not make or have made additional copies of any keys or access devices provided by Landlord but shall instead obtain any necessary additional keys or devices from Landlord. Tenant, upon the termination of the tenancy, shall deliver to Landlord all the keys or access devices for the Building, offices, rooms and toilet rooms which shall have been furnished to Tenant or which Tenant shall have had made. In the event of the loss of any keys or access devices so furnished by Landlord, Tenant shall pay Landlord the actual cost (including rekeying if necessary) therefor. 7. The toilet rooms, toilets, urinals, wash bowls and other apparatus shall not be used for any purpose other than that for which they were constructed and no foreign substance of any kind whatsoever shall be thrown therein, and the expense of any breakage, stoppage or damage resulting from the violation of this rule by Tenant Section 29, construct and install or Tenant’s employees or invitees shall be borne by Tenant. 8. Tenant shall not use or keep in cause the construction and installation of all work and improvements required to complete: (1) the Initial Premises or the Building any kerosene, gasoline or inflammable or combustible fluid or material other than limited quantities necessary for the operation or maintenance of office or office equipment. Tenant shall not use any method of heating or air conditioning other than supplied or approved by Landlord. 9. Tenant shall not use, keep or permit to be used or kept in the Premises any foul or noxious gas or substance or permit or suffer the Premises to be occupied or used in a manner offensive or objectionable to Landlord or other occupants of the Building by reason of noise, odors and/or vibrations or interfere in any way with other tenants or those having business therein, nor shall any animals or birds be brought or kept in or about the Premises or the Building. 10. Except as consented to by Landlord, no cooking shall be done or permitted by Tenant on the Premises (except that use by the Tenant of Underwriter’s Laboratory approved equipment for the preparation of coffee, tea, hot chocolate and similar beverages for Tenant and its employees shall be permitted, provided that such equipment and use are Work substantially in accordance with such Initial Premises Work Final Plans; and, (2) the Expansion Premises Work substantially in accordance with such Expansion Premises Work Final Plans. “Initial Premises Work” means the work and improvements made to design and construct the Initial Premises, all applicable federalin accordance with the Final Plans, state which work includes the installation of the following: (i) new store-front glass entrance door; (ii) new sidelights to match the existing lights at the new conference room and city lawsoffice; (iii) new plastic laminate kitchen millwork; (iv) new high-low water fountain; (v) new ADA accessible bathrooms; (vi) new building standard broadloom carpet in the office area, codesVCT at the bathrooms, ordinanceskitchen, rules warehouse and regulations), nor shall Premises be used for lodging. 11. Except as allowed byjanitorial closet, and then sprayed epoxy flooring in laboratories; (vii) new 2x4 basket style LED lighting throughout the Initial Premises; (viii) creation of wall fed electric junction boxes for one set of workstations and a junction box in the ceiling for the center set of workstations (i.e. for a Tenant supplied power pole); (ix) creation of a new narrow electrical room along the length of the back wall of the Initial Premises to house the existing electrical equipment in the space as of the Effective Date; and (x) new demising wall and separation of utilities for the Initial Premises. “Expansion Premises Work” means the work and improvements made to design and construct the Expansion Premises, all in accordance withwith the Final Plans, which work includes the express provisions installation of the Lease, Tenant shall not install any radio or television antenna, loudspeaker or any other device on the exterior walls or the roof of the Building. Tenant shall not interfere with radio or television broadcasting or reception from or in the Building or elsewhere. 12. Tenant shall not lay linoleum, tile, carpet or any other floor covering so that the same shall be affixed to the floor of the Premises in any manner except as approved in writing by Landlord. The expense of repairing any damage resulting from a violation of this rule by Tenant or Tenant’s contractors, employees or invitees or the removal of any floor covering shall be borne by Tenant. 13. Business machines and mechanical equipment belonging to Tenant which cause noise or vibration that may be transmitted to the structure of the Building or to any space therein to such a degree as to be objectionable to Landlord or to any tenants in the Building shall be placed and maintained by Tenant, at Tenant’s expense, on vibration eliminators or other devices sufficient to eliminate noise or vibration. The persons employed to move such equipment in or out of the Building must be acceptable to Landlord. 14. Tenant shall not place a load upon any floor of the Premises which exceeds the load per square foot which such floor was designed to carry and which is allowed by law. Tenant shall not xxxx, use double-sided adhesive tape on, or drive nails, screw or drill into, the partitions, woodwork or plaster or in any way deface the Premises or any part thereof. Tenant may hang pictures on walls in the Premises. Any damage to the walls caused by xxxxx bolts, or like hanging materials, will be repaired by Tenant. 15. Tenant shall store all trash and garbage within the interior of the Premises or in the appropriate trash collection areas outside of the Premises. No material shall be placed in the trash boxes or receptacles if such material is of such nature that it may not be disposed of in the ordinary and customary manner of removing and disposing of trash and garbage in the jurisdiction in which the Premises is located, without violation of any law or ordinance governing such disposal. All trash, garbage and refuse disposal shall be made only through entry ways and elevators provided for such purposes and at such times as Landlord shall designate. 16. Canvassing, soliciting, distribution of handbills or any other written material and peddling in the Building or Project are prohibited, and Tenant shall cooperate to prevent the same. Tenant shall not make room-to-room solicitation of business from other tenants in the Building or Project. 17. Landlord shall have the right, exercisable upon reasonable advance notice and without liability to Tenant, to change the name and address of the Building or Project. Without the prior written consent of Landlord, Tenant shall not use the name of the Building in connection with or in promoting or advertising the business of Tenant except as Tenant’s address. Tenant may use Project’s name on its stationery and business cards. 18. Landlord reserves the right to exclude or expel from the Building or Project any person who, in Landlord’s judgment, is intoxicated or under the influence of liquor or drugs or who is in violation of any of the rules or regulations of the Building. 19. Tenant shall comply with all safety, fire protection and evacuation procedures and regulations established by any governmental agency. 20. Tenant assumes any and all responsibility for protecting the Premises from theft, robbery and pilferage which includes keeping doors locked and other means of entry to the Premises closed, unless caused by the negligence or willful misconduct of Landlord, its agents, servants, or employees following: (“Landlord Parties”). 21. Tenant shall be responsible for the observance of all of the foregoing Rules and Regulations by Tenant’s employees, agents, clients, customers, invitees and guests. 22. Tenant shall not use the Common Areas for any gathering, party, picnic or similar functions without Landlord’s prior written consent. Any such consent shall be conditioned upon Tenant indemnifying, defending and holding Landlord harmless against any personal injury, death or damages to the Project or any portion thereof or any other property of Landlord or any other tenants in the i) new plastic laminate kitchen millwork; (ii) new building or any other party as a result of the function, and to paying to Landlord as an Additional Charge any costs incurred by Landlord in connection with such event. Prior to any such gathering, party, picnic or similar function, Tenant shall provide Landlord with evidence of insurance, in the form and liability amounts reasonably required by Landlord, covering the foregoing indemnification obligations. 23. Landlord may waive any one or more of these Rules and Regulations for the benefit of any particular tenant or tenants, but no such waiver by Landlord shall be construed as a waiver of such Rules and Regulations in favor of any other tenant or tenants, nor prevent Landlord from thereafter enforcing any such Rules and Regulations against any or all tenants of the Building or Project. Where Landlord’s consent is provided for in these Rules and Regulations, such consent shall not be unreasonably withheld, conditioned or delayed. 24. Landlord reserves the right to make such other and reasonable rules and regulations as in its judgment may from time to time be needed for safety and security, for care and cleanliness of the Building and Project and for the preservation of good order therein. Tenant agrees to abide by all such Rules and Regulations hereinafter stated and any additional rules and regulations which are adopted and which are not contrary to Tenant’s rights under the Lease. No new Rule or Regulation shall be designed to discriminate solely against Tenant. 25. Tenant shall be responsible for the observance of all of the foregoing Rules and Regulations by Tenant’s employees, agents, clients, customers, invitees and guests. 26. Unless otherwise defined, terms used in these Rules and Regulations shall have the same meaning as in the Lease. , 2007 Elance, Inc.standard

Landlord’s Work. Tenant (a) Subject to the provisions of Section 43 hereof, Landlord shall accept construct the Premises Branch Banking Suite in its a “as-isturnkey” condition (regardless of how in accordance with the Work Letter attached hereto as Exhibit D using building standard materials and in accordance with the floor plan attached hereto as Schedule 1 depicts the Premises) providedExhibit A, however, that and Landlord shall at its sole expense, construct the Corporate Offices Suites in a good and xxxxxxx-like manner, similar “turnkey” condition in compliance accordance with applicable Laws and Regulations, and the Work Letter attached hereto as Exhibit Dl using Building building standard materials and finishes, make the following improvements (collectively, the “Landlord’s Work”) to the Premises: (a) Reconstruct the front lobby used to access the second floor of the Building so as to eliminate access from such lobby to the conference room within the Premises (it is anticipated that the Premises following such reconstruction will be configured as shown on Schedule 1 heretothe Floor Plan attached hereto as Exhibit B. Landlord shall also, subject to changes required Section 43 hereof, construct the Drive-Through Building as shown on Exhibit C and in accordance with the Work Letters attached hereto as Exhibit D2 and Exhibit E. Tenant, will be responsible for payment of all costs associated with the interior finishes of the Drive-Through Building, the Drive-Through Tubing System, telecommunications from the Drive-Through Building to the Branch Banking Suite, security requirement as determined by any applicable governmental authoritiesTenant (i.e., bullet-proof glass or bullet-proof wall requirements);. (b) Replacing Tenant shall also be responsible for all stained or damaged ceiling tiles in costs of any tenant improvements that (i) exceed the Premises with new ceiling tiles; (c) Ensuring that all light fixtures are working properly and new light bulbs have been installed where required; (d) Washing all windows and professionally cleaning the Premises; (e) Delivering all mechanical, HVAC and electrical systems servicing the Building and the Premises in good operational condition and increasing the tonnage scope of the HVAC equipment Work Letter (Exhibit D) for Tenant specific interior finishes for the Branch Banking Suite, such as millwork, bullet-proof glass or bullet-proof wall requirements, safe and corresponding duct security requirements and ventilation capacity servicing (ii) exceed the Server room to seven (7) tons; and (f) Providing all existing floor furniture for Tenant’s Use during the term scope of the Lease Work Letter (although such furniture shall remain Exhibit D1) for Tenant specific interior finishes for the property of Landlord after Corporate Office Suite and (iii) exceed the termination scope of the Lease). In addition to Work Letters (Exhibit D2 and Exhibit E) for the work to be performed aboveDrive-Thru Building, as determined by Landlord warrants that the Premises and the Building were ADA compliant at the time of the original construction of the Building. ANTICIPATED RE-CONFIGURATION OF PREMISES 1. Sidewalks, exits, entrances, elevators and stairways shall not be obstructed by Tenant or used by Tenant for any purpose other than for ingress to and egress from the Premises. Tenant, and Tenant’s employees or invitees. All such requirements of Tenant above the Standard Work Letters (Exhibit D, shall not go upon Exhibit Dl, Exhibit D2 and Exhibit E) must be submitted to Landlord by January 1, 2004. Landlord will be the roof of general contractor for the Building, except as authorized by Landlord or pursuant to Paragraph 46 of the Lease. 2. Except as expressly permitted by the Lease, no sign, placard, picture, name, advertisement or notice visible from the exterior entire build-out of the Premises shall be inscribed, painted, affixed, installed or otherwise displayed by Tenant either on including the Premises or any part drive-thru facility. WITNESS the hands and seals of the Building without the prior written consent of Landlord, which consent not be unreasonably withheld, conditioned or delayed, and Landlord shall have the right to remove any such sign, placard, picture, name, advertisement or notice without notice to and at the expense of Tenant. If Landlord shall have given such consent to Tenant at any time, whether before or after the execution parties hereto as of the Leaseday and year first above written. WITNESS: XXXXXXX-HP, such consent shall not in any way operate as a waiver or release of any of the provisions hereof or of the LeaseLLC By: XXXXXXX MANAGEMENT CORPORATION, and shall be deemed to relate only to the particular sign, placard, picture, name, advertisement or notice so consented to by Landlord and shall not be construed as dispensing with the necessity of obtaining the specific written consent of Landlord with respect to any other such sign, placard, picture, name, advertisement or notice. 3. No curtains, draperies, blinds, shutters, shades, screens or other coverings, awnings, hangings or decorations shall be attached to, hung or placed in, or used in connection with, any window, door or patio on the Premises without the prior written consent of Landlord. In any event with the prior written consent of Landlord, all such items shall be installed inboard of Landlord’s window coverings and shall not in any way be visible from the exterior of the Building. No articles shall be placed or kept on the window xxxxx so as to be visible from the exterior of the Building. No articles shall be placed against glass partitions or doors which might appear unsightly from outside the Building. 4. During the continuance of any invasion, mob, riot, public excitement or other circumstance rendering such action advisable in Landlord’s opinion, Landlord reserves the right to prevent access to the Building by closing the doors, or otherwise, for the safety of tenants and protection of the Building and property in the Building. 5. Tenant shall see that the doors of the Premises are closed and securely locked and must observe strict care and caution that all water faucets or water apparatus are entirely shut off AGENT By: _________________________(other than as required for security or safety purposesSEAL) before Tenant or its employees leave such Premises, and that all utilities shall likewise be carefully shut off, so as to prevent waste or damage. On multiple-tenancy floors, all tenants shall keep the door or doors to the Building corridors closed at all times except for ingress and egress. 6. Tenant shall not alter any lock or access device or install a new or additional lock-or access device or any bolt on any door of the Premises without prior written notice to Landlord, and shall immediately provide Landlord with new keys or other access devises upon such alteration or installation. Tenant shall not make or have made additional copies of any keys or access devices provided by Landlord but shall instead obtain any necessary additional keys or devices from Landlord. Tenant, upon the termination of the tenancy, shall deliver to Landlord all the keys or access devices for the Building, offices, rooms and toilet rooms which shall have been furnished to Tenant or which Tenant shall have had made. In the event of the loss of any keys or access devices so furnished by Landlord, Tenant shall pay Landlord the actual cost LANDLORD WITNESS/ATTEST: XXXXXX BANK By: _________________________(including rekeying if necessarySEAL) therefor. 7. The toilet rooms, toilets, urinals, wash bowls and other apparatus shall not be used for any purpose other than that for which they were constructed and no foreign substance of any kind whatsoever shall be thrown therein, and the expense of any breakage, stoppage or damage resulting from the violation of this rule by Tenant or Tenant’s employees or invitees shall be borne by Tenant. 8. Tenant shall not use or keep in the Premises or the Building any kerosene, gasoline or inflammable or combustible fluid or material other than limited quantities necessary for the operation or maintenance of office or office equipment. Tenant shall not use any method of heating or air conditioning other than supplied or approved by Landlord. 9. Tenant shall not use, keep or permit to be used or kept in the Premises any foul or noxious gas or substance or permit or suffer the Premises to be occupied or used in a manner offensive or objectionable to Landlord or other occupants of the Building by reason of noise, odors and/or vibrations or interfere in any way with other tenants or those having business therein, nor shall any animals or birds be brought or kept in or about the Premises or the Building. 10. Except as consented to by Landlord, no cooking shall be done or permitted by Tenant on the Premises (except that use by the Tenant of Underwriter’s Laboratory approved equipment for the preparation of coffee, tea, hot chocolate and similar beverages for Tenant and its employees shall be permitted, provided that such equipment and use are in accordance with all applicable federal, state and city laws, codes, ordinances, rules and regulations), nor shall Premises be used for lodging. 11. Except as allowed by, and then in accordance with, the express provisions of the Lease, Tenant shall not install any radio or television antenna, loudspeaker or any other device on the exterior walls or the roof of the Building. Tenant shall not interfere with radio or television broadcasting or reception from or in the Building or elsewhere. 12. Tenant shall not lay linoleum, tile, carpet or any other floor covering so that the same shall be affixed to the floor of the Premises in any manner except as approved in writing by Landlord. The expense of repairing any damage resulting from a violation of this rule by Tenant or Tenant’s contractors, employees or invitees or the removal of any floor covering shall be borne by Tenant. 13. Business machines and mechanical equipment belonging to Tenant which cause noise or vibration that may be transmitted to the structure of the Building or to any space therein to such a degree as to be objectionable to Landlord or to any tenants in the Building shall be placed and maintained by Tenant, at Tenant’s expense, on vibration eliminators or other devices sufficient to eliminate noise or vibration. The persons employed to move such equipment in or out of the Building must be acceptable to Landlord. 14. Tenant shall not place a load upon any floor of the Premises which exceeds the load per square foot which such floor was designed to carry and which is allowed by law. Tenant shall not xxxx, use double-sided adhesive tape on, or drive nails, screw or drill into, the partitions, woodwork or plaster or in any way deface the Premises or any part thereof. Tenant may hang pictures on walls in the Premises. Any damage to the walls caused by xxxxx bolts, or like hanging materials, will be repaired by Tenant. 15. Tenant shall store all trash and garbage within the interior of the Premises or in the appropriate trash collection areas outside of the Premises. No material shall be placed in the trash boxes or receptacles if such material is of such nature that it may not be disposed of in the ordinary and customary manner of removing and disposing of trash and garbage in the jurisdiction in which the Premises is located, without violation of any law or ordinance governing such disposal. All trash, garbage and refuse disposal shall be made only through entry ways and elevators provided for such purposes and at such times as Landlord shall designate. 16. Canvassing, soliciting, distribution of handbills or any other written material and peddling in the Building or Project are prohibited, and Tenant shall cooperate to prevent the same. Tenant shall not make room-to-room solicitation of business from other tenants in the Building or Project. 17. Landlord shall have the right, exercisable upon reasonable advance notice and without liability to Tenant, to change the name and address of the Building or Project. Without the prior written consent of Landlord, Tenant shall not use the name of the Building in connection with or in promoting or advertising the business of Tenant except as Tenant’s address. Tenant may use Project’s name on its stationery and business cards. 18. Landlord reserves the right to exclude or expel from the Building or Project any person who, in Landlord’s judgment, is intoxicated or under the influence of liquor or drugs or who is in violation of any of the rules or regulations of the Building. 19. Tenant shall comply with all safety, fire protection and evacuation procedures and regulations established by any governmental agency. 20. Tenant assumes any and all responsibility for protecting the Premises from theft, robbery and pilferage which includes keeping doors locked and other means of entry to the Premises closed, unless caused by the negligence or willful misconduct of Landlord, its agents, servants, or employees (“Landlord Parties”). 21. Tenant shall be responsible for the observance of all of the foregoing Rules and Regulations by Tenant’s employees, agents, clients, customers, invitees and guests. 22. Tenant shall not use the Common Areas for any gathering, party, picnic or similar functions without Landlord’s prior written consent. Any such consent shall be conditioned upon Tenant indemnifying, defending and holding Landlord harmless against any personal injury, death or damages to the Project or any portion thereof or any other property of Landlord or any other tenants in the building or any other party as a result of the function, and to paying to Landlord as an Additional Charge any costs incurred by Landlord in connection with such event. Prior to any such gathering, party, picnic or similar function, Tenant shall provide Landlord with evidence of insurance, in the form and liability amounts reasonably required by Landlord, covering the foregoing indemnification obligations. 23. Landlord may waive any one or more of these Rules and Regulations for the benefit of any particular tenant or tenants, but no such waiver by Landlord shall be construed as a waiver of such Rules and Regulations in favor of any other tenant or tenants, nor prevent Landlord from thereafter enforcing any such Rules and Regulations against any or all tenants of the Building or Project. Where Landlord’s consent is provided for in these Rules and Regulations, such consent shall not be unreasonably withheld, conditioned or delayed. 24. Landlord reserves the right to make such other and reasonable rules and regulations as in its judgment may from time to time be needed for safety and security, for care and cleanliness of the Building and Project and for the preservation of good order therein. Tenant agrees to abide by all such Rules and Regulations hereinafter stated and any additional rules and regulations which are adopted and which are not contrary to Tenant’s rights under the Lease. No new Rule or Regulation shall be designed to discriminate solely against Tenant. 25. Tenant shall be responsible for the observance of all of the foregoing Rules and Regulations by Tenant’s employees, agents, clients, customers, invitees and guests. 26. Unless otherwise defined, terms used in these Rules and Regulations shall have the same meaning as in the Lease. , 2007 Elance, Inc.TENANT

Landlord’s Work. Tenant shall accept the Premises in its “as-is” condition (regardless of how the plan attached hereto as Schedule 1 depicts the Premises) provided, however, that The Landlord shall at its sole expense, in have a good and xxxxxxx-like manner, in compliance with applicable Laws and Regulations, and using Building standard materials and finishes, make period of thirty (30) business days from the date the Tenant executes the Lease to complete the Landlord's Work. The Landlord will be responsible for the following improvements work (collectively, the “"Landlord’s 's Work”") to at the PremisesLandlord's expense: (a) Reconstruct subject to the front lobby used to access the second floor Landlord's approval of the Tenant's leasehold improvements plans in respect to their compliance with the codes and the characteristic of the Building, any improvements or upgrades required for the Building so as or the Leased Premises to eliminate access from such lobby meet current building codes for the occupancy of the Leased Premises except modifications to the conference room within the Premises (it is anticipated that the Premises following such reconstruction will be configured as shown on Schedule 1 heretosprinkler systems to meet Xxxxxx's layout, subject to changes and any other modifications required by any applicable governmental authorities)characteristics of the Tenant's layout which are specific to the Tenant; (b) Replacing all stained any required demising walls to building standard and to install building standard corridors or damaged ceiling tiles in the Premises with new ceiling tilesentry/exit doors, if required, to meet applicable codes and bylaws; (c) Ensuring that all lighting - existing lighting with the replacement of the existing light fixtures are working properly and new light bulbs have been installed where required;lens to silver parabolic lenses throughout the Premises on an open plan basis. (d) Washing window coverings - building standard horizontal venetian blinds on all windows and professionally cleaning the Premisesexterior windows; (e) Delivering all mechanical, HVAC and electrical systems servicing the Building and the Premises in good operational condition and increasing the tonnage ceiling - Landlord to install ceiling tiles upon completion of the HVAC equipment and corresponding duct and ventilation capacity servicing the Server room to seven (7) tons; andTenant Improvements; (f) Providing all existing floor furniture for Tenant’s Use during the term of the Lease (although such furniture shall remain the property of Landlord after the termination of the Lease). In addition to the work to be performed above, Landlord warrants that the Premises HVAC - new constant volume interior air handling units with economisers providing uninterrupted ventilation and the Building were ADA compliant at the time of the original construction of the Building. ANTICIPATED RE-CONFIGURATION OF PREMISES 1. Sidewalks, exits, entrances, elevators and stairways shall not be obstructed by Tenant or used by Tenant for any purpose other than for ingress to and egress from the Premises. Tenant, and Tenant’s employees or invitees, shall not go upon the roof of the Building, except as authorized by Landlord or pursuant to Paragraph 46 of the Lease. 2. Except as expressly permitted by the Lease, no sign, placard, picture, name, advertisement or notice visible from the exterior of the Premises shall be inscribed, painted, affixed, installed or otherwise displayed by Tenant either on the Premises or any part of the Building without the prior written consent of Landlord, which consent not be unreasonably withheld, conditioned or delayed, and Landlord shall have the right to remove any such sign, placard, picture, name, advertisement or notice without notice to and at the expense of Tenant. If Landlord shall have given such consent to Tenant at any time, whether before or after the execution of the Lease, such consent shall not in any way operate as a waiver or release of any of the provisions hereof or of the Lease, and shall be deemed to relate only to the particular sign, placard, picture, name, advertisement or notice so consented to by Landlord and shall not be construed as dispensing with the necessity of obtaining the specific written consent of Landlord with respect to any other such sign, placard, picture, name, advertisement or notice. 3. No curtains, draperies, blinds, shutters, shades, screens or other coverings, awnings, hangings or decorations shall be attached to, hung or placed in, or used in connection with, any window, door or patio on the Premises without the prior written consent of Landlord. In any event with the prior written consent of Landlord, all such items shall be installed inboard of Landlord’s window coverings and shall not in any way be visible from the exterior of the Building. No articles shall be placed or kept on the window xxxxx so as to be visible from the exterior of the Building. No articles shall be placed against glass partitions or doors which might appear unsightly from outside the Building. 4. During the continuance of any invasion, mob, riot, public excitement or other circumstance rendering such action advisable in Landlord’s opinion, Landlord reserves the right to prevent access to the Building by closing the doors, or otherwise, for the safety of tenants and protection of the Building and property in the Building. 5. Tenant shall see that the doors of the Premises are closed and securely locked and must observe strict care and caution that all water faucets or water apparatus are entirely shut off (other than as required for security or safety purposes) before Tenant or its employees leave such Premises, and that all utilities shall likewise be carefully shut off, so as to prevent waste or damage. On multiple-tenancy floors, all tenants shall keep the door or doors to the Building corridors closed at all times except for ingress and egress. 6. Tenant shall not alter any lock or access device or install a new or additional lock-or access device or any bolt on any door of the Premises without prior written notice to Landlord, and shall immediately provide Landlord with new keys or other access devises upon such alteration or installation. Tenant shall not make or have made additional copies of any keys or access devices provided by Landlord but shall instead obtain any necessary additional keys or devices from Landlord. Tenant, upon the termination of the tenancy, shall deliver to Landlord all the keys or access devices for the Building, offices, rooms and toilet rooms which shall have been furnished to Tenant or which Tenant shall have had made. In the event of the loss of any keys or access devices so furnished by Landlord, Tenant shall pay Landlord the actual cost (including rekeying if necessary) therefor. 7. The toilet rooms, toilets, urinals, wash bowls and other apparatus shall not be used for any purpose other than that for which they were constructed and no foreign substance of any kind whatsoever shall be thrown therein, and the expense of any breakage, stoppage or damage resulting from the violation of this rule by Tenant or Tenant’s employees or invitees shall be borne by Tenant. 8. Tenant shall not use or keep in the Premises or the Building any kerosene, gasoline or inflammable or combustible fluid or material other than limited quantities necessary for the operation or maintenance of office or office equipment. Tenant shall not use any method of heating or air conditioning other than supplied or approved by Landlord. 9. Tenant shall not use, keep or permit to be used or kept in the Premises any foul or noxious gas or substance or permit or suffer the Premises to be occupied or used in a manner offensive or objectionable to Landlord or other occupants of the Building by reason of noise, odors and/or vibrations or interfere in any way with other tenants or those having business therein, nor shall any animals or birds be brought or kept in or about the Premises or the Building. 10. Except as consented to by Landlord, no cooking shall be done or permitted by Tenant on the Premises (except that use by the Tenant of Underwriter’s Laboratory approved equipment for the preparation of coffee, tea, hot chocolate and similar beverages for Tenant and its employees shall be permitted, provided that such equipment and use are in accordance with all applicable federal, state and city laws, codes, ordinances, rules and regulations), nor shall Premises be used for lodging. 11. Except as allowed by, and then in accordance with, the express provisions of the Lease, Tenant shall not install any radio or television antenna, loudspeaker or any other device on the exterior walls or the roof of the Building. Tenant shall not interfere with radio or television broadcasting or reception from or in the Building or elsewhere. 12. Tenant shall not lay linoleum, tile, carpet or any other floor covering so that the same shall be affixed to the floor of the Premises in any manner except as approved in writing by Landlord. The expense of repairing any damage resulting from a violation of this rule by Tenant or Tenant’s contractors, employees or invitees or the removal of any floor covering shall be borne by Tenant. 13. Business machines and mechanical equipment belonging to Tenant which cause noise or vibration that may be transmitted to the structure of the Building or to any space therein to such a degree as to be objectionable to Landlord or to any tenants in the Building shall be placed and maintained by Tenant, at Tenant’s expense, on vibration eliminators or other devices sufficient to eliminate noise or vibration. The persons employed to move such equipment in or out of the Building must be acceptable to Landlord. 14. Tenant shall not place a load upon any floor of the Premises which exceeds the load per square foot which such floor was designed to carry and which is allowed by law. Tenant shall not xxxx, use double-sided adhesive tape on, or drive nails, screw or drill into, the partitions, woodwork or plaster or in any way deface the Premises or any part thereof. Tenant may hang pictures on walls in the Premises. Any damage to the walls caused by xxxxx bolts, or like hanging materials, will be repaired by Tenant. 15. Tenant shall store all trash and garbage client control within the interior of the Premises or in building; hot water coils provide the appropriate trash collection areas outside of heating directly to each area within the Premiseszone and all functions are controlled via direct digital control and building management systems. (g) supply and install a 2 ton cooling unit dedicated for server room at the Tenant's cost. No material The Tenant shall be placed allowed to relocate their existing dedicated unit presently serving their current server room; (h) existing concrete floor is accepted as ready for Tenant's floor coverings; (i) demolition - Landlord shall remove the existing improvements, partitioning walls, etc. and cap off existing plumbing as required; (j) power - the entire Second Floor is served by two designated electrical rooms, one at the north end and one at the south end. These two electrical rooms each consist of: existing 400 AMP, 120/208 Volt, 3 Phase, 4 Wire. Dedicated 112 1/2 KVA transformers located in each electrical room powering these panel boards. (k) Server room - Landlord to provide dedicated 75 KVA transformer complete with 42 circuit, 400 AMP, 120/208 Volt, 3 Phase, 4 Wire, panel board. (l) security - Landlord agrees to install a security card access at all entrances to the trash boxes or receptacles if such material is of such nature that it may not be disposed building and parkade and improve the illumination of in the ordinary stairwell and customary manner of removing and disposing of trash and garbage in the jurisdiction in which the Premises is located, without violation of any law or ordinance governing such disposal. All trash, garbage and refuse disposal parkade to a higher candle; (m) perimeter interior walls - shall be made only through entry ways provided taped, sanded and elevators ready for paint; (n) entrance/exit doors - shall be provided for such purposes with one building standard entrance door and, all exit doors to suit plan and at such times as Landlord shall designate. 16. Canvassing, soliciting, distribution of handbills or any other written material and peddling in the Building or Project are prohibited, and Tenant shall cooperate to prevent the same. Tenant shall not make room-to-room solicitation of business from other tenants in the Building or Project. 17. Landlord shall have the right, exercisable upon reasonable advance notice and without liability to Tenant, to change the name and address of the Building or Project. Without the prior written consent of Landlord, Tenant shall not use the name of the Building in connection with or in promoting or advertising the business of Tenant except as Tenant’s address. Tenant may use Project’s name on its stationery and business cards. 18. Landlord reserves the right to exclude or expel from the Building or Project any person who, in Landlord’s judgment, is intoxicated or under the influence of liquor or drugs or who is in violation of any of the rules or regulations of the Building. 19. Tenant shall comply with all safety, fire protection and evacuation procedures and regulations established by any governmental agencythe municipal Building Code; (o) existing sprinklers distribution to open plan. 20. Tenant assumes any and all responsibility for protecting the Premises from theft, robbery and pilferage which includes keeping doors locked and other means of entry to the Premises closed, unless caused by the negligence or willful misconduct of Landlord, its agents, servants, or employees (“Landlord Parties”). 21. Tenant shall be responsible for the observance of all of the foregoing Rules and Regulations by Tenant’s employees, agents, clients, customers, invitees and guests. 22. Tenant shall not use the Common Areas for any gathering, party, picnic or similar functions without Landlord’s prior written consent. Any such consent shall be conditioned upon Tenant indemnifying, defending and holding Landlord harmless against any personal injury, death or damages to the Project or any portion thereof or any other property of Landlord or any other tenants in the building or any other party as a result of the function, and to paying to Landlord as an Additional Charge any costs incurred by Landlord in connection with such event. Prior to any such gathering, party, picnic or similar function, Tenant shall provide Landlord with evidence of insurance, in the form and liability amounts reasonably required by Landlord, covering the foregoing indemnification obligations. 23. Landlord may waive any one or more of these Rules and Regulations for the benefit of any particular tenant or tenants, but no such waiver by Landlord shall be construed as a waiver of such Rules and Regulations in favor of any other tenant or tenants, nor prevent Landlord from thereafter enforcing any such Rules and Regulations against any or all tenants of the Building or Project. Where Landlord’s consent is provided for in these Rules and Regulations, such consent shall not be unreasonably withheld, conditioned or delayed. 24. Landlord reserves the right to make such other and reasonable rules and regulations as in its judgment may from time to time be needed for safety and security, for care and cleanliness of the Building and Project and for the preservation of good order therein. Tenant agrees to abide by all such Rules and Regulations hereinafter stated and any additional rules and regulations which are adopted and which are not contrary to Tenant’s rights under the Lease. No new Rule or Regulation shall be designed to discriminate solely against Tenant. 25. Tenant shall be responsible for the observance of all of the foregoing Rules and Regulations by Tenant’s employees, agents, clients, customers, invitees and guests. 26. Unless otherwise defined, terms used in these Rules and Regulations shall have the same meaning as in the Lease. , 2007 Elance, Inc.

Landlord’s Work. Tenant shall accept the Premises in its “as-is” condition (regardless of how the plan attached hereto as Schedule 1 depicts the Premises) providedLandlord, however, that Landlord shall at its sole cost and expense, in a good and xxxxxxx-like mannernot as part of the Allowance, in compliance with applicable Laws shall commence and Regulations, and using Building standard materials and finishes, make diligently complete the following improvements work in the Expansion Space using the same or comparable finishes as those existing on the tenth (collectively10`°) floor of the Building (hereinafter, the “"Landlord’s 's Work”) to the Premises:"): (a) Reconstruct installation of a hard lid ceiling with soft lighting in the front elevator lobby used to access and the second floor of the Building so as to eliminate access from such lobby to the conference room within the Premises (it is anticipated that the Premises following such reconstruction will be configured as shown on Schedule 1 hereto, subject to changes required by any applicable governmental authorities)"common area" corridors; (b) Replacing all stained or damaged ceiling tiles installation of new carpet throughout the common area corridors and elevator lobby (carpet quality and color to be comparable to that existing in the Premises with new ceiling tilescommon area corridors and elevator lobby on the tenth (10th) floor of the Building; (c) Ensuring that all light fixtures are working properly installation of new wall covering and new light bulbs have been installed where requiredrefinishing, as necessary, of base boards throughout the common area corridors and elevator lobby; (d) Washing all windows and professionally cleaning installation of granite floor border in the Premises;elevator lobby comparable to that currently existing in the elevator lobby on the tenth (10th) floor of the Building; and (e) Delivering all mechanical, HVAC and electrical systems servicing the Building and the Premises in good operational condition and increasing the tonnage of the HVAC equipment and corresponding duct and ventilation capacity servicing the Server room to seven (7) tons; and (f) Providing all existing floor furniture for Tenant’s Use during the term of the Lease (although such furniture shall remain the property of Landlord after the termination of the Lease). In addition to the work to be performed aboveextent that the restrooms and corridors located within the Expansion Space are not in compliance with the ADA, fire—life-safety codes, and applicable building codes, Landlord warrants that the Premises shall correct any non-compliance as and the Building were ADA compliant when required under applicable codes, at the time of the original construction of the BuildingLandlord's sole cost and expense. ANTICIPATED RE-CONFIGURATION OF PREMISES 1. SidewalksSubject to extension for any delays caused by Tenant, exitsincluding without limitation, entrances, elevators and stairways shall not be obstructed any delays caused by Tenant selecting finish materials which are not readily available, or used by Tenant for any purpose other than for ingress to and egress delays arising from the Premises. Tenant, and Tenant’s employees or invitees, shall not go upon the roof events of the Building, except "Force Majeure" as authorized by Landlord or pursuant to Paragraph 46 of the Lease. 2. Except as expressly permitted by the Lease, no sign, placard, picture, name, advertisement or notice visible from the exterior of the Premises shall be inscribed, painted, affixed, installed or otherwise displayed by Tenant either on the Premises or any part of the Building without the prior written consent of Landlord, which consent not be unreasonably withheld, conditioned or delayed, and Landlord shall have the right to remove any such sign, placard, picture, name, advertisement or notice without notice to and at the expense of Tenant. If Landlord shall have given such consent to Tenant at any time, whether before or after the execution defined in Section 34D of the Lease, such consent Landlord shall not in any way operate as a waiver or release use commercially reasonable efforts to complete Landlord's Work no later than seventy-five (75) days following the date of any final mutual execution and delivery of the provisions hereof or of the Lease, and shall be deemed to relate only to the particular sign, placard, picture, name, advertisement or notice so consented to by Landlord and shall not be construed as dispensing with the necessity of obtaining the specific written consent of Landlord with respect to any other such sign, placard, picture, name, advertisement or noticeAmendment. 3. No curtains, draperies, blinds, shutters, shades, screens or other coverings, awnings, hangings or decorations shall be attached to, hung or placed in, or used in connection with, any window, door or patio on the Premises without the prior written consent of Landlord. In any event with the prior written consent of Landlord, all such items shall be installed inboard of Landlord’s window coverings and shall not in any way be visible from the exterior of the Building. No articles shall be placed or kept on the window xxxxx so as to be visible from the exterior of the Building. No articles shall be placed against glass partitions or doors which might appear unsightly from outside the Building. 4. During the continuance of any invasion, mob, riot, public excitement or other circumstance rendering such action advisable in Landlord’s opinion, Landlord reserves the right to prevent access to the Building by closing the doors, or otherwise, for the safety of tenants and protection of the Building and property in the Building. 5. Tenant shall see that the doors of the Premises are closed and securely locked and must observe strict care and caution that all water faucets or water apparatus are entirely shut off (other than as required for security or safety purposes) before Tenant or its employees leave such Premises, and that all utilities shall likewise be carefully shut off, so as to prevent waste or damage. On multiple-tenancy floors, all tenants shall keep the door or doors to the Building corridors closed at all times except for ingress and egress. 6. Tenant shall not alter any lock or access device or install a new or additional lock-or access device or any bolt on any door of the Premises without prior written notice to Landlord, and shall immediately provide Landlord with new keys or other access devises upon such alteration or installation. Tenant shall not make or have made additional copies of any keys or access devices provided by Landlord but shall instead obtain any necessary additional keys or devices from Landlord. Tenant, upon the termination of the tenancy, shall deliver to Landlord all the keys or access devices for the Building, offices, rooms and toilet rooms which shall have been furnished to Tenant or which Tenant shall have had made. In the event of the loss of any keys or access devices so furnished by Landlord, Tenant shall pay Landlord the actual cost (including rekeying if necessary) therefor. 7. The toilet rooms, toilets, urinals, wash bowls and other apparatus shall not be used for any purpose other than that for which they were constructed and no foreign substance of any kind whatsoever shall be thrown therein, and the expense of any breakage, stoppage or damage resulting from the violation of this rule by Tenant or Tenant’s employees or invitees shall be borne by Tenant. 8. Tenant shall not use or keep in the Premises or the Building any kerosene, gasoline or inflammable or combustible fluid or material other than limited quantities necessary for the operation or maintenance of office or office equipment. Tenant shall not use any method of heating or air conditioning other than supplied or approved by Landlord. 9. Tenant shall not use, keep or permit to be used or kept in the Premises any foul or noxious gas or substance or permit or suffer the Premises to be occupied or used in a manner offensive or objectionable to Landlord or other occupants of the Building by reason of noise, odors and/or vibrations or interfere in any way with other tenants or those having business therein, nor shall any animals or birds be brought or kept in or about the Premises or the Building. 10. Except as consented to by Landlord, no cooking shall be done or permitted by Tenant on the Premises (except that use by the Tenant of Underwriter’s Laboratory approved equipment for the preparation of coffee, tea, hot chocolate and similar beverages for Tenant and its employees shall be permitted, provided that such equipment and use are in accordance with all applicable federal, state and city laws, codes, ordinances, rules and regulations), nor shall Premises be used for lodging. 11. Except as allowed by, and then in accordance with, the express provisions of the Lease, Tenant shall not install any radio or television antenna, loudspeaker or any other device on the exterior walls or the roof of the Building. Tenant shall not interfere with radio or television broadcasting or reception from or in the Building or elsewhere. 12. Tenant shall not lay linoleum, tile, carpet or any other floor covering so that the same shall be affixed to the floor of the Premises in any manner except as approved in writing by Landlord. The expense of repairing any damage resulting from a violation of this rule by Tenant or Tenant’s contractors, employees or invitees or the removal of any floor covering shall be borne by Tenant. 13. Business machines and mechanical equipment belonging to Tenant which cause noise or vibration that may be transmitted to the structure of the Building or to any space therein to such a degree as to be objectionable to Landlord or to any tenants in the Building shall be placed and maintained by Tenant, at Tenant’s expense, on vibration eliminators or other devices sufficient to eliminate noise or vibration. The persons employed to move such equipment in or out of the Building must be acceptable to Landlord. 14. Tenant shall not place a load upon any floor of the Premises which exceeds the load per square foot which such floor was designed to carry and which is allowed by law. Tenant shall not xxxx, use double-sided adhesive tape on, or drive nails, screw or drill into, the partitions, woodwork or plaster or in any way deface the Premises or any part thereof. Tenant may hang pictures on walls in the Premises. Any damage to the walls caused by xxxxx bolts, or like hanging materials, will be repaired by Tenant. 15. Tenant shall store all trash and garbage within the interior of the Premises or in the appropriate trash collection areas outside of the Premises. No material shall be placed in the trash boxes or receptacles if such material is of such nature that it may not be disposed of in the ordinary and customary manner of removing and disposing of trash and garbage in the jurisdiction in which the Premises is located, without violation of any law or ordinance governing such disposal. All trash, garbage and refuse disposal shall be made only through entry ways and elevators provided for such purposes and at such times as Landlord shall designate. 16. Canvassing, soliciting, distribution of handbills or any other written material and peddling in the Building or Project are prohibited, and Tenant shall cooperate to prevent the same. Tenant shall not make room-to-room solicitation of business from other tenants in the Building or Project. 17. Landlord shall have the right, exercisable upon reasonable advance notice and without liability to Tenant, to change the name and address of the Building or Project. Without the prior written consent of Landlord, Tenant shall not use the name of the Building in connection with or in promoting or advertising the business of Tenant except as Tenant’s address. Tenant may use Project’s name on its stationery and business cards. 18. Landlord reserves the right to exclude or expel from the Building or Project any person who, in Landlord’s judgment, is intoxicated or under the influence of liquor or drugs or who is in violation of any of the rules or regulations of the Building. 19. Tenant shall comply with all safety, fire protection and evacuation procedures and regulations established by any governmental agency. 20. Tenant assumes any and all responsibility for protecting the Premises from theft, robbery and pilferage which includes keeping doors locked and other means of entry to the Premises closed, unless caused by the negligence or willful misconduct of Landlord, its agents, servants, or employees (“Landlord Parties”). 21. Tenant shall be responsible for the observance of all of the foregoing Rules and Regulations by Tenant’s employees, agents, clients, customers, invitees and guests. 22. Tenant shall not use the Common Areas for any gathering, party, picnic or similar functions without Landlord’s prior written consent. Any such consent shall be conditioned upon Tenant indemnifying, defending and holding Landlord harmless against any personal injury, death or damages to the Project or any portion thereof or any other property of Landlord or any other tenants in the building or any other party as a result of the function, and to paying to Landlord as an Additional Charge any costs incurred by Landlord in connection with such event. Prior to any such gathering, party, picnic or similar function, Tenant shall provide Landlord with evidence of insurance, in the form and liability amounts reasonably required by Landlord, covering the foregoing indemnification obligations. 23. Landlord may waive any one or more of these Rules and Regulations for the benefit of any particular tenant or tenants, but no such waiver by Landlord shall be construed as a waiver of such Rules and Regulations in favor of any other tenant or tenants, nor prevent Landlord from thereafter enforcing any such Rules and Regulations against any or all tenants of the Building or Project. Where Landlord’s consent is provided for in these Rules and Regulations, such consent shall not be unreasonably withheld, conditioned or delayed. 24. Landlord reserves the right to make such other and reasonable rules and regulations as in its judgment may from time to time be needed for safety and security, for care and cleanliness of the Building and Project and for the preservation of good order therein. Tenant agrees to abide by all such Rules and Regulations hereinafter stated and any additional rules and regulations which are adopted and which are not contrary to Tenant’s rights under the Lease. No new Rule or Regulation shall be designed to discriminate solely against Tenant. 25. Tenant shall be responsible for the observance of all of the foregoing Rules and Regulations by Tenant’s employees, agents, clients, customers, invitees and guests. 26. Unless otherwise defined, terms used in these Rules and Regulations shall have the same meaning as in the Lease. , 2007 Elance, Inc.

Landlord’s Work. Tenant shall accept the Premises in its “as-is” condition (regardless of how the plan attached hereto as Schedule 1 depicts the Premises) provided, however, that 1. Landlord shall construct and/or install, at its sole expenseno cost to Tenant, in a good and xxxxxxx-like manner, in compliance with applicable Laws and Regulations, and using Building standard materials and finishes, make the following improvements (collectively, items which shall constitute the “Landlord’s 's Work”) to the Premises: (a) Reconstruct all work per base building plans and specifications produced by The Stellar Group, except for the front lobby used to access the second floor installation of the Building so as to eliminate access from such lobby to the conference room within the Premises (it is anticipated that the Premises following such reconstruction will be configured as shown on Schedule 1 hereto, subject to changes required by any applicable governmental authorities)overhead doors which have been deleted; (b) Replacing all stained or damaged ceiling tiles in the Premises with new ceiling tilesoperational sprinkler system; (c) Ensuring that all light fixtures are working properly and new light bulbs have been installed where requiredinstallation of storefront window system in south elevation per Exhibit "C-1" (drawing of elevation); (d) Washing all windows 3000 amp 208 volt electrical service to the base building with 2000 amps dedicated to the Premises (including house panel and professionally cleaning switchgear associated with the Premises3000 amp service to the Building); (e) Delivering all mechanicalsite work including roads, HVAC parking lots, sidewalks, and electrical systems servicing the Building and the Premises in good operational condition and increasing the tonnage of the HVAC equipment and corresponding duct and ventilation capacity servicing the Server room to seven (7) tons; andlandscaping; (f) Providing all one 4" diameter telephone conduit from public right-of-way to interior of the Premises adjacent to existing floor furniture 3" conduit; (g) drawings detailing structural modifications necessary for Tenant’s Use during 's HVAC equipment; (h) install a directory monument for all tenants (with lettering regarding Tenant to be at Tenant's sole cost and expense), subject to the term approval and agreement of the Lease (although such furniture shall remain the property developer of Landlord after the termination of the Lease). In addition to the work to be performed above, Landlord warrants that the Premises and the Building were ADA compliant at the time of the original construction of the Building. ANTICIPATED RE-CONFIGURATION OF PREMISES 1. Sidewalks, exits, entrances, elevators and stairways shall not be obstructed by Tenant or used by Tenant for any purpose other than for ingress to and egress from the Premises. Tenant, and Tenant’s employees or invitees, shall not go upon the roof of the Building, except as authorized by Landlord or pursuant to Paragraph 46 of the LeaseDeerwood Office Park. 2. Except as expressly permitted by the Lease, no sign, placard, picture, name, advertisement or notice visible from the exterior During Tenant's construction of the Premises shall be inscribedPremises, painted, affixed, installed or otherwise displayed by Tenant either on the Premises or any part Landlord agrees to provide reasonable use of the Building without the prior written consent of Landlord, which consent not be unreasonably withheld, conditioned or delayed, site utilities including electricity and Landlord shall have the right water at no charge to remove any such sign, placard, picture, name, advertisement or notice without notice to and at the expense of Tenant. If Landlord shall have given such consent to Tenant at any time, whether before or after the execution of the Lease, such consent shall not in any way operate as a waiver or release of any of the provisions hereof or of the Lease, and shall be deemed to relate only to the particular sign, placard, picture, name, advertisement or notice so consented to by Landlord and shall not be construed as dispensing with the necessity of obtaining the specific written consent of Landlord with respect to any other such sign, placard, picture, name, advertisement or notice. 3. No curtainsLandlord agrees to perform Landlord's Work in a good and workmanlike manner, draperieswith such work to be Substantially Completed in accordance with the construction schedule set forth on Exhibit "C-2" attached hereto. The Landlord's Work will be considered "Substantially Completed" for all purposes under this Work Letter and the Lease when such work has been completed except for "punch list" items. When Landlord is of the opinion that such work is substantially completed, blindsthen Landlord will notify Tenant. Tenant agrees that upon such notification, shuttersTenant will promptly (and not later than three (3) days after the day of Landlord's notice and in any event prior to Tenant moving its equipment and property into the Premises) inspect the Premises and execute a punch list ("Punch List") generated by Landlord which will identify any uncompleted items of such work, shadesand the dates upon which such item will be completed by Landlord. Tenant agrees that, screens at the request of Landlord from time to time thereafter, Tenant will promptly furnish to Landlord a revised Punch List reflecting completion of any prior Punch List items. It is mutually agreed that if the Punch List or other coveringsany revised Punch List consists only of items, awnings, hangings the non-completion of which would not materially impair Tenant's use or decorations shall be attached to, hung or placed inoccupancy of the Premises, or used such work is otherwise substantially completed, then, in connection withsuch event, the Premises will be deemed to be complete and Tenant will acknowledge in writing that the Premises are complete and accept possession or execute a Punch List that acknowledges the completion of all Punch List items. Landlord will complete all Punch List items as soon as reasonably possible, and in any window, door event on or patio before the date indicated on the Premises without the prior written consent of Landlord. In any event with the prior written consent of Landlord, all such items shall be installed inboard of Landlord’s window coverings and shall not in any way be visible from the exterior of the Building. No articles shall be placed or kept on the window xxxxx so as to be visible from the exterior of the Building. No articles shall be placed against glass partitions or doors which might appear unsightly from outside the BuildingPunch List. 4. During The Staubach Company Design and Construction Consulting Services group will assist in the continuance of any invasiondesign, mobbidding and construction process, riotand overall project management. Therefore, public excitement or other circumstance rendering such action advisable in Landlord’s opinion, Landlord reserves the right to prevent The Staubach Company must be afforded complete access to the Building by closing the doors, or otherwise, for the safety of tenants premises during building shell construction and protection of the Building and property in the Buildingsite work. 5. Tenant Landlord's workmen and contractors shall see that the doors of the Premises are closed and securely locked and must observe strict care and caution that all water faucets or water apparatus are entirely shut off (other than as required for security or safety purposes) before Tenant or its employees leave such Premiseswork in harmony with, and that all utilities shall likewise be carefully shut offnot interfere with, so as to prevent waste labor employed by Tenant, Tenant's workmen or damage. On multiple-tenancy floors, all tenants shall keep the door or doors to the Building corridors closed at all times except for ingress and egresscontractors. 6. Tenant Time shall not alter any lock or access device or install a new or additional lock-or access device or any bolt on any door be of the Premises without prior written notice to Landlord, and shall immediately provide Landlord essence with new keys or other access devises upon such alteration or installation. Tenant shall not make or have made additional copies of any keys or access devices provided by Landlord but shall instead obtain any necessary additional keys or devices from Landlord. Tenant, upon the termination of the tenancy, shall deliver to Landlord all the keys or access devices for the Building, offices, rooms and toilet rooms which shall have been furnished to Tenant or which Tenant shall have had made. In the event of the loss of any keys or access devices so furnished by Landlord, Tenant shall pay Landlord the actual cost (including rekeying if necessary) therefor. 7. The toilet rooms, toilets, urinals, wash bowls and other apparatus shall not be used for any purpose other than that for which they were constructed and no foreign substance of any kind whatsoever shall be thrown therein, and the expense of any breakage, stoppage or damage resulting from the violation of this rule by Tenant or Tenant’s employees or invitees shall be borne by Tenant. 8. Tenant shall not use or keep in the Premises or the Building any kerosene, gasoline or inflammable or combustible fluid or material other than limited quantities necessary for the operation or maintenance of office or office equipment. Tenant shall not use any method of heating or air conditioning other than supplied or approved by Landlord. 9. Tenant shall not use, keep or permit to be used or kept in the Premises any foul or noxious gas or substance or permit or suffer the Premises to be occupied or used in a manner offensive or objectionable to Landlord or other occupants of the Building by reason of noise, odors and/or vibrations or interfere in any way with other tenants or those having business therein, nor shall any animals or birds be brought or kept in or about the Premises or the Building. 10. Except as consented to by Landlord, no cooking shall be done or permitted by Tenant on the Premises (except that use by the Tenant of Underwriter’s Laboratory approved equipment for the preparation of coffee, tea, hot chocolate and similar beverages for Tenant and its employees shall be permitted, provided that such equipment and use are in accordance with all applicable federal, state and city laws, codes, ordinances, rules and regulations), nor shall Premises be used for lodging. 11. Except as allowed by, and then in accordance with, the express provisions of the Lease, Tenant shall not install any radio or television antenna, loudspeaker or any other device on the exterior walls or the roof of the Building. Tenant shall not interfere with radio or television broadcasting or reception from or in the Building or elsewhere. 12. Tenant shall not lay linoleum, tile, carpet or any other floor covering so that the same shall be affixed respect to the floor of the Premises in any manner except as approved in writing by Landlord. The expense of repairing any damage resulting from a violation of this rule by Tenant or Tenant’s contractors, employees or invitees or the removal of any floor covering shall be borne by Tenant. 13. Business machines and mechanical equipment belonging to Tenant which cause noise or vibration that may be transmitted to the structure of the Building or to any space therein to such a degree as to be objectionable to Landlord or to any tenants in the Building shall be placed and maintained by Tenant, at Tenant’s expense, on vibration eliminators or other devices sufficient to eliminate noise or vibration. The persons employed to move such equipment in or out of the Building must be acceptable to Landlord. 14. Tenant shall not place a load upon any floor of the Premises which exceeds the load per square foot which such floor was designed to carry and which is allowed by law. Tenant shall not xxxx, use double-sided adhesive tape on, or drive nails, screw or drill into, the partitions, woodwork or plaster or in any way deface the Premises or any part thereof. Tenant may hang pictures on walls in the Premises. Any damage to the walls caused by xxxxx bolts, or like hanging materials, will be repaired by Tenant. 15. Tenant shall store all trash and garbage within the interior of the Premises or in the appropriate trash collection areas outside of the Premises. No material shall be placed in the trash boxes or receptacles if such material is of such nature that it may not be disposed of in the ordinary and customary manner of removing and disposing of trash and garbage in the jurisdiction in which the Premises is located, without violation of any law or ordinance governing such disposal. All trash, garbage and refuse disposal shall be made only through entry ways and elevators provided for such purposes and at such times as Landlord shall designate. 16. Canvassing, soliciting, distribution of handbills or any other written material and peddling in the Building or Project are prohibited, and Tenant shall cooperate to prevent the same. Tenant shall not make room-to-room solicitation of business from other tenants in the Building or Project. 17. Landlord shall have the right, exercisable upon reasonable advance notice and without liability to Tenant, to change the name and address of the Building or Project. Without the prior written consent performance of Landlord, Tenant shall not use the name of the Building in connection with or in promoting or advertising the business of Tenant except as Tenant’s address. Tenant may use Project’s name on its stationery and business cards's Work. 18. Landlord reserves the right to exclude or expel from the Building or Project any person who, in Landlord’s judgment, is intoxicated or under the influence of liquor or drugs or who is in violation of any of the rules or regulations of the Building. 19. Tenant shall comply with all safety, fire protection and evacuation procedures and regulations established by any governmental agency. 20. Tenant assumes any and all responsibility for protecting the Premises from theft, robbery and pilferage which includes keeping doors locked and other means of entry to the Premises closed, unless caused by the negligence or willful misconduct of Landlord, its agents, servants, or employees (“Landlord Parties”). 21. Tenant shall be responsible for the observance of all of the foregoing Rules and Regulations by Tenant’s employees, agents, clients, customers, invitees and guests. 22. Tenant shall not use the Common Areas for any gathering, party, picnic or similar functions without Landlord’s prior written consent. Any such consent shall be conditioned upon Tenant indemnifying, defending and holding Landlord harmless against any personal injury, death or damages to the Project or any portion thereof or any other property of Landlord or any other tenants in the building or any other party as a result of the function, and to paying to Landlord as an Additional Charge any costs incurred by Landlord in connection with such event. Prior to any such gathering, party, picnic or similar function, Tenant shall provide Landlord with evidence of insurance, in the form and liability amounts reasonably required by Landlord, covering the foregoing indemnification obligations. 23. Landlord may waive any one or more of these Rules and Regulations for the benefit of any particular tenant or tenants, but no such waiver by Landlord shall be construed as a waiver of such Rules and Regulations in favor of any other tenant or tenants, nor prevent Landlord from thereafter enforcing any such Rules and Regulations against any or all tenants of the Building or Project. Where Landlord’s consent is provided for in these Rules and Regulations, such consent shall not be unreasonably withheld, conditioned or delayed. 24. Landlord reserves the right to make such other and reasonable rules and regulations as in its judgment may from time to time be needed for safety and security, for care and cleanliness of the Building and Project and for the preservation of good order therein. Tenant agrees to abide by all such Rules and Regulations hereinafter stated and any additional rules and regulations which are adopted and which are not contrary to Tenant’s rights under the Lease. No new Rule or Regulation shall be designed to discriminate solely against Tenant. 25. Tenant shall be responsible for the observance of all of the foregoing Rules and Regulations by Tenant’s employees, agents, clients, customers, invitees and guests. 26. Unless otherwise defined, terms used in these Rules and Regulations shall have the same meaning as in the Lease. , 2007 Elance, Inc.