Common use of Leasehold Improvements Clause in Contracts

Leasehold Improvements. Subject to the terms of Section 8 below, effective upon the Commencement Date, Sublessor shall convey to Sublessee ownership of all of the Current Leasehold Improvements located on the Premises and owned by Sublessor as of the Commencement Date. Such conveyance shall be “as is” without representations or warranties of any kind whatsoever, express, implied or statutory. Concurrently with the execution of this Sublease, Sublessor shall execute a xxxx of sale in the form attached hereto as Exhibit D (the “Xxxx of Sale”). Such Xxxx of Sale shall be deemed delivered by Sublessor to Sublessee only upon the commencement of this Sublease, and, if this Sublease does not commence, shall be void ab initio and of no effect. In the event of termination of this Sublease by reason of a default on the part of Sublessee, the Current Leasehold Improvements, together with any other leasehold improvements made subsequent to the Commencement Date (“Future Leasehold Improvements”; the Current Leasehold Improvements and the Future Leasehold Improvements being sometimes collectively referred to herein as the “Leasehold Improvements”), shall automatically become the property of Sublessor. In the event of an early termination of this Sublease not due to the fault of Sublessee, all such Leasehold Improvements shall be conveyed by Sublessee to Sublessor and Sublessor shall pay to Sublessee the fair market value of the Leasehold Improvements valued as of the date of termination and with fair market value calculated as provided below. In order to effect such conveyance (or, at Sublessor’s option in the event of a termination for Sublessee’s default, to confirm the ownership of such Leasehold Improvements), Sublessee shall take such actions and execute such documents as Sublessor may reasonably require, including, without limitation, execution of a xxxx of sale for such Leasehold Improvements. If Sublessee fails or refuses to execute such documents or take such actions, Sublessee hereby appoints Sublessor as its attorney-in-fact with authority to execute such documents and take such actions, which appointment is coupled with an interest and is irrevocable. Exhibit A

Leasehold Improvements. Subject Tenant shall not construct any Leasehold Improvements or otherwise alter the Premises or Project without Landlord’s prior written approval and not until Landlord shall have first approved the plans and specifications therefor (in each case not to be unreasonably withheld or delayed). In no event shall Tenant make any alterations to the terms of Section 8 below, effective upon Premises or Project which could affect the Commencement Date, Sublessor shall convey to Sublessee ownership of all structural integrity or the exterior design of the Current Leasehold Improvements located on the Premises and owned by Sublessor as of the Commencement Dateor Project. Such conveyance shall be “as is” without representations or warranties of any kind whatsoever, express, implied or statutory. Concurrently with the execution of this Sublease, Sublessor shall execute a xxxx of sale in the form attached hereto as Exhibit D (the “Xxxx of Sale”). Such Xxxx of Sale shall be deemed delivered by Sublessor to Sublessee only upon the commencement of this Sublease, and, if this Sublease does not commence, shall be void ab initio and of no effect. In the event of termination of this Sublease by reason of a default on the part of Sublessee, the Current Leasehold Improvements, together with any other leasehold improvements made subsequent to the Commencement Date (“Future Leasehold Improvements”; the Current Leasehold Improvements and the Future Leasehold Improvements being sometimes collectively referred to herein as the “Leasehold Improvements”), shall automatically become the property of Sublessor. In the event of an early termination of this Sublease not due to the fault of Sublessee, all All such approved Leasehold Improvements shall be conveyed installed by Sublessee Tenant at Tenant’s expense using a licensed contractor first reasonably approved by Landlord in substantial compliance with the approved plans and specifications therefor. All construction undertaken by Tenant shall be done in accordance with all Laws and in a good and workmanlike manner using new materials of good quality. Tenant shall not commence construction of any Leasehold Improvements until (i) all required governmental approvals and permits shall have been obtained and copies of same have been provided to Sublessor Landlord, (ii) all requirements regarding insurance imposed by this Lease have been satisfied, (iii) Tenant shall have given Landlord at least ten (10) days prior written notice of its intention to commence such construction, and Sublessor (iv) if requested by Landlord in its reasonable discretion, Tenant shall have obtained or caused its general contractor to obtain contingent liability and broad form builders risk insurance and/or completion and performance bonds in an amount reasonably satisfactory to Landlord. Tenant shall pay to Sublessee the fair market value Landlord a fee of 3 percent (3%) of the total cost of design and construction of such work for Landlord’s services in protecting the Premises and shall reimburse Landlord for all expenses incurred by Landlord in connection with the review, approval and supervision of any Leasehold Improvements valued as made by Tenant. All Leasehold Improvements shall remain the property of Tenant during the Lease Term, but shall not be damaged, altered, or removed from the Premises. At the expiration or sooner termination of the date Lease Term, all Leasehold Improvements shall be removed from the Premises in accordance with the provisions of termination and with fair market value calculated as provided below. In order to effect such conveyance (or, at Sublessor’s option in the event of a termination for Sublessee’s default, to confirm the ownership of such Leasehold Improvements), Sublessee shall take such actions and execute such documents as Sublessor may reasonably require, including, without limitation, execution of a xxxx of sale for such Leasehold Improvements. If Sublessee fails or refuses to execute such documents or take such actions, Sublessee hereby appoints Sublessor as its attorney-in-fact with authority to execute such documents and take such actions, which appointment is coupled with an interest and is irrevocable. Exhibit ASection 16.2.

Leasehold Improvements. Subject All improvements in and to the terms of Premises, including any Alterations (defined in Section 8 below9.03) (collectively, effective upon the Commencement Date, Sublessor shall convey to Sublessee ownership of all of the Current Leasehold Improvements located on the Premises and owned by Sublessor as of the Commencement Date. Such conveyance shall be “as is” without representations or warranties of any kind whatsoever, express, implied or statutory. Concurrently with the execution of this Sublease, Sublessor shall execute a xxxx of sale in the form attached hereto as Exhibit D (the “Xxxx of Sale”). Such Xxxx of Sale shall be deemed delivered by Sublessor to Sublessee only upon the commencement of this Sublease, and, if this Sublease does not commence, shall be void ab initio and of no effect. In the event of termination of this Sublease by reason of a default on the part of Sublessee, the Current Leasehold Improvements, together with any other leasehold improvements made subsequent to the Commencement Date (“Future Leasehold Improvements”; the Current Leasehold Improvements and the Future Leasehold Improvements being sometimes collectively referred to herein as the “Leasehold Improvements”) shall remain upon the Premises at the end of the Term without compensation to Tenant, provided that Tenant, at its expense, shall remove any Cable (defined in Section 9.01 below). In addition, Landlord, by written notice to Tenant at least 30 days prior to the Termination Date, may require Tenant, at Tenant’s expense, to remove any Landlord Work or Alterations that, in Landlord’s reasonable judgment, are of a nature that would require removal and repair costs that are materially in excess of the removal and repair costs associated with standard office improvements (the Cable and such other items collectively are referred to as “Required Removables”). Required Removables shall include, without limitation, internal stairways, raised floors, personal baths and showers, vaults, rolling file systems and structural alterations and modifications. The Required Removables shall be removed by Tenant before the Termination Date. Tenant shall repair damage caused by the installation or removal of Required Removables. If Tenant fails to perform its obligations in a timely manner, Landlord may perform such work at Tenant’s expense. Tenant, at the time it requests approval for a proposed Alteration, including any Landlord Work, as such term may be defined in the Work Letter attached as Exhibit C, may request in writing that Landlord advise Tenant whether the Alteration, including any Landlord Work, or any portion thereof, is a Required Removable. Within 10 days after receipt of Tenant’s request, Landlord shall advise Tenant in writing as to which portions of the alteration or other improvements are Required Removables. Notwithstanding the foregoing, the Landlord agrees that, except for any Cable, the improvements identified on the Space Plans (as defined in the Work Letter attached as Exhibit C), shall automatically become the property of Sublessor. In the event of an early termination of this Sublease not due to the fault of Sublessee, all such Leasehold Improvements shall be conveyed by Sublessee to Sublessor and Sublessor shall pay to Sublessee the fair market value of the Leasehold Improvements valued as specifically shown thereon as of the date of termination and with fair market value calculated as provided below. In order to effect such conveyance (orhereof, at Sublessor’s option in the event of a termination for Sublessee’s default, to confirm the ownership of such Leasehold Improvements), Sublessee shall take such actions and execute such documents as Sublessor may reasonably require, including, without limitation, execution of a xxxx of sale for such Leasehold Improvements. If Sublessee fails or refuses to execute such documents or take such actions, Sublessee hereby appoints Sublessor as its attorney-in-fact with authority to execute such documents and take such actions, which appointment is coupled with an interest and is irrevocable. Exhibit Anot be deemed Required Removables.

Leasehold Improvements. Subject All improvements in and to the terms of Premises, including any Alterations (defined in Section 8 below9.03) but excluding Tenant’s Property (collectively, effective upon the Commencement Date, Sublessor shall convey to Sublessee ownership of all of the Current Leasehold Improvements located on the Premises and owned by Sublessor as of the Commencement Date. Such conveyance shall be “as is” without representations or warranties of any kind whatsoever, express, implied or statutory. Concurrently with the execution of this Sublease, Sublessor shall execute a xxxx of sale in the form attached hereto as Exhibit D (the “Xxxx of Sale”). Such Xxxx of Sale shall be deemed delivered by Sublessor to Sublessee only upon the commencement of this Sublease, and, if this Sublease does not commence, shall be void ab initio and of no effect. In the event of termination of this Sublease by reason of a default on the part of Sublessee, the Current Leasehold Improvements, together with any other leasehold improvements made subsequent to the Commencement Date (“Future Leasehold Improvements”; the Current Leasehold Improvements and the Future Leasehold Improvements being sometimes collectively referred to herein as the “Leasehold Improvements”) shall remain upon the Premises at the end of the Term without compensation to Tenant (including, but not limited to, any pantry and kitchen appliances installed by or for Tenant), shall automatically become provided that Tenant, at its expense, removes any Required Removables (as hereinafter defined), including any Cable (defined in Section 9.01 below), in compliance with the property of SublessorNational Electric Code or other applicable Law. In Landlord, by written notice to Tenant (the event of an early termination of this Sublease not due “Removal Notice”) delivered prior to the fault Expiration Date, may require Tenant, at its expense, to remove any Alterations that, in Landlord’s reasonable judgment, are of Sublessee, all such Leasehold Improvements shall be conveyed by Sublessee to Sublessor a nature that would require removal and Sublessor shall pay to Sublessee the fair market value repair costs that are materially in excess of the Leasehold Improvements valued removal and repair costs associated with standard office improvements (the Cable and such other items collectively are referred to as of the date of termination and with fair market value calculated as provided below“Required Removables”). In order to effect such conveyance (or, at Sublessor’s option in the event of a termination for Sublessee’s default, to confirm the ownership of such Leasehold Improvements), Sublessee Required Removables shall take such actions and execute such documents as Sublessor may reasonably require, includinginclude, without limitation, execution vending machines, internal stairways, raised floors, personal baths and showers, vaults, rolling file systems and structural alterations and modifications and, notwithstanding anything to the contrary in this Lease, Tenant shall have an obligation to remove the Required Removables specifically enumerated in this sentence upon the expiration or earlier termination of a xxxx this Lease whether or not Landlord delivers notice to Tenant requiring removal of sale for such Leasehold Improvementsthe same as contemplated by the immediately preceding sentence. The Required Removables shall be removed by Tenant before the Expiration Date or earlier termination of this Lease or within thirty (30) days following the date of the Removal Notice if the date of the Removal Notice is not at lease thirty (30) days prior to the Expiration Date or earlier termination date. Tenant shall repair damage caused by the installation or removal of Required Removables. If Sublessee Tenant fails to perform its obligations in a timely manner, Landlord may perform such work at Tenant’s expense. Tenant, at the time it requests approval for a proposed Alteration, may request in writing that Landlord advise Tenant whether the Alteration, or refuses any portion thereof, is a Required Removable. Within ten (10) days after receipt of Tenant’s request, Landlord shall advise Tenant in writing as to execute such documents or take such actions, Sublessee hereby appoints Sublessor as its attorney-in-fact with authority to execute such documents and take such actions, which appointment is coupled with an interest and is irrevocable. Exhibit Aportions of the Alteration are Required Removables.

Leasehold Improvements. Subject All improvements in and to the terms of Section 8 belowPremises, effective upon the Commencement Dateincluding any Alterations (collectively, Sublessor shall convey to Sublessee ownership of all of the Current Leasehold Improvements located on the Premises and owned by Sublessor as of the Commencement Date. Such conveyance shall be “as is” without representations or warranties of any kind whatsoever, express, implied or statutory. Concurrently with the execution of this Sublease, Sublessor shall execute a xxxx of sale in the form attached hereto as Exhibit D (the “Xxxx of Sale”). Such Xxxx of Sale shall be deemed delivered by Sublessor to Sublessee only upon the commencement of this Sublease, and, if this Sublease does not commence, shall be void ab initio and of no effect. In the event of termination of this Sublease by reason of a default on the part of Sublessee, the Current Leasehold Improvements, together with any other leasehold improvements made subsequent to the Commencement Date (“Future Leasehold Improvements”; the Current Leasehold Improvements and the Future Leasehold Improvements being sometimes collectively referred to herein as the “Leasehold Improvements”)) shall remain upon the Premises at the end of the Term without compensation to Tenant. Landlord, shall automatically become the property of Sublessor. In the event of an early termination of this Sublease not due however, by written notice to Tenant at least thirty (30) days prior to the fault Termination Date, may require Tenant, at its expense, to remove (a) any Cable (defined in Section 9.01) installed by or for the benefit of Sublessee, all such Leasehold Improvements shall be conveyed by Sublessee to Sublessor and Sublessor shall pay to Sublessee Tenant for the fair market value purposes of the Leasehold Improvements valued as installation of telecommunications equipment, and (b) any Alterations that, in Landlord’s reasonable judgment, are of a nature that would require removal and repair costs that are materially in excess of the date of termination removal and repair costs associated with fair market value calculated standard office improvements (collectively referred to as provided below“Required Removables”). In order to effect such conveyance (or, at Sublessor’s option in the event of a termination for Sublessee’s default, to confirm the ownership of such Leasehold Improvements), Sublessee Required Removables shall take such actions and execute such documents as Sublessor may reasonably require, includinginclude, without limitation, execution internal stairways, raised floors, personal restrooms and showers, vaults, rolling file systems and structural alterations and modifications. Landlord agrees that Initial Alterations shall not be Required Removables so long as such Initial Alterations are consistent with the schematic drawing/floorplan attached as Exhibit L (provided that the IT Room shown thereon will not contain a raised floor and that the library shown thereon will not contain any rolling file). The designated Required Removables shall be removed by Tenant before the Termination Date. Tenant shall repair damage caused by the installation or removal of a xxxx of sale for such Leasehold ImprovementsRequired Removables. If Sublessee Tenant fails to perform its obligations in a timely manner, Landlord may perform such work at Tenant’s expense. Tenant, at the time it requests approval for a proposed Alteration, may request in writing that Landlord advise Tenant whether the Alteration or refuses any portion of the Alteration is a Required Removable. Within ten (10) days after receipt of Tenant’s request, Landlord shall advise Tenant in writing as to execute which portions of the Alteration are Required Removables. However, it is agreed that Required Removables shall not include any usual office improvements such documents or take such actionsas gypsum board, Sublessee hereby appoints Sublessor as its attorneypartitions, ceiling grids and tiles, fluorescent lighting panels, building standard doors and non-in-fact with authority to execute such documents and take such actions, which appointment is coupled with an interest and is irrevocable. Exhibit Aglued down carpeting.

Leasehold Improvements. Subject to Any trade fixtures, unattached and movable equipment or furniture, or other personalty brought into the Premises by Tenant ("Tenant's Property") shall be owned and insured by Tenant. Tenant shall remove all such Tenant's Property from the Premises in accordance with the terms of Section 8 belowArticle XXXV hereof. Any and all alterations, effective additions and improvements to the Premises, including any built-in furniture (collectively, "Leasehold Improvements") shall be owned and insured by Landlord and shall remain upon the Commencement DatePremises, Sublessor shall convey all without compensation, allowance or credit to Sublessee ownership Tenant. Landlord may, nonetheless, at any time prior to, or within six (6) months after, the expiration or earlier termination of all of the Current this Lease or Tenant's right to possession, require Tenant to remove any Leasehold Improvements located on performed by or for the Premises benefit of Tenant and owned all electronic, phone and data cabling as are designated by Sublessor as of the Commencement Date. Such conveyance shall be “as is” without representations or warranties of any kind whatsoever, express, implied or statutory. Concurrently with the execution of this Sublease, Sublessor shall execute a xxxx of sale in the form attached hereto as Exhibit D Landlord (the “Xxxx of Sale”). Such Xxxx of Sale shall be deemed delivered by Sublessor to Sublessee only upon the commencement of this Sublease, and, if this Sublease does not commence, shall be void ab initio and of no effect"Required Removables") at Tenant's sole cost. In the event of that Landlord so elects, Tenant shall remove such Required Removables within ten (10) days after written notice from Landlord, provided that in no event shall Tenant be required to remove such Required Removables prior to the expiration or earlier termination of this Sublease Lease or Tenant's right to possession. In addition to Tenant's obligation to remove the Required Removables, Tenant shall repair any damage caused by reason such removal and perform such other work as is reasonably necessary to restore the Premises to a "move in" condition, ordinary wear, tear and casualty excepted. If Tenant fails to remove any specified Required Removables or to perform any required repairs and restoration within the time period specified above, Landlord, at Tenant's sole cost and expense, may remove, store, sell and/or dispose of a default on the part of SublesseeRequired Removables and perform such required repairs and restoration work. Tenant, the Current Leasehold Improvements, together with any other leasehold improvements made subsequent to the Commencement Date within five (“Future Leasehold Improvements”; the Current Leasehold Improvements and the Future Leasehold Improvements being sometimes collectively referred to herein as the “Leasehold Improvements”)5) days after demand from Landlord, shall automatically become reimburse Landlord for any and all reasonable costs incurred by Landlord in connection with the property of SublessorRequired Removables. In Notwithstanding the event of foregoing, Tenant may request in writing at the time it submits its plans and specifications for an early alteration, addition or improvement, that Landlord advise Tenant whether Landlord will require Tenant to remove, at the termination of this Sublease not due Lease or Tenant's right to possession hereunder, such alteration, addition or improvement, or any particular portion thereof andLandlord shall advise Tenant within twenty (20) days after receipt of Tenant's request as to whether Landlord will require removal; provided, however, Landlord shall have the fault of Sublesseeright to require Tenant to remove any vault, all such Leasehold Improvements shall be conveyed by Sublessee to Sublessor and Sublessor shall pay to Sublessee the fair market value of the Leasehold Improvements valued as of the date of termination and with fair market value calculated as provided below. In order to effect such conveyance (orstairway, at Sublessor’s option raised floor or structural alterations installed in the event Premises, regardless of a termination for Sublessee’s default, to confirm the ownership of whether Landlord timely notified Tenant that it would require such Leasehold Improvements), Sublessee shall take such actions and execute such documents as Sublessor may reasonably require, including, without limitation, execution of a xxxx of sale for such Leasehold Improvements. If Sublessee fails or refuses to execute such documents or take such actions, Sublessee hereby appoints Sublessor as its attorney-in-fact with authority to execute such documents and take such actions, which appointment is coupled with an interest and is irrevocable. Exhibit Aremoval.

Leasehold Improvements. Subject Lessor shall complete the leasehold improvements to the terms of Section 8 belowAdditional Demised Premises as set forth in Exhibit "B", effective upon Work Letter, attached hereto and made a part hereof (the Commencement Date"Leasehold Improvements"). Lessor is under no obligation to make any structural or other alterations, Sublessor shall convey decorations, additions, or improvements in or to Sublessee ownership of all Additional Demised Premises except as expressly set forth in Exhibit "B". By taking possession of the Current Leasehold Improvements located on the Premises and owned by Sublessor as of the Commencement Date. Such conveyance Additional Demised Premises, it shall be “conclusive evidence that Lessee has inspected the Additional Demised Premises (and has sufficient knowledge and expertise to make such inspection or has caused the Additional Demised Premises to be inspected on its behalf by one or more persons with such knowledge and expertise), that Lessee has accepted the Additional Demised Premises as is” without representations or warranties being in good and satisfactory condition, suitable for the purposes herein intended and that the same comply fully with Lessor's covenants and obligations under the Lease with respect to the construction of any kind whatsoever, express, implied or statutory. Concurrently with the execution of this Sublease, Sublessor shall execute a xxxx of sale in the form attached hereto as Exhibit D (the “Xxxx of Sale”). Such Xxxx of Sale shall be deemed delivered by Sublessor to Sublessee only upon the commencement of this Sublease, and, if this Sublease does not commence, shall be void ab initio and of no effect. In the event of termination of this Sublease by reason of a default on the part of Sublessee, the Current Leasehold Improvements, together with except for any other punch list items agreed to in writing by Lessor and Lessee. Lessee acknowledges and agrees that Lessor has made no representation or warranty, express or implied, as to the habitability, suitability, quality, condition or fitness of the Additional Demised Premises and Lessee waives, to the extent permitted by applicable law, any patent defects in the Additional Demised Premises and any claims arising therefrom, save and except those arising from any construction or repair obligations of Lessor expressly provided for in the Lease. Notwithstanding anything contained in the immediately preceding two paragraphs to the contrary, Lessor shall provide a one time additional lessee improvement allowance of up to Ten Thousand and 00/100 Dollars ($10,000.00) for the completion of leasehold improvements made subsequent to within the Commencement Date Original Demised Premises (“Future Leasehold Improvements”; the Current Leasehold Improvements and the Future Leasehold Improvements being sometimes collectively referred to herein as the “Leasehold Improvements”"Additional Lessee Improvement Allowance"), shall automatically become the property of Sublessor. In the event of an early termination of this Sublease not due to the fault of Sublessee, all such Leasehold Improvements Lessor's Additional Lessee Improvement Allowance shall be conveyed by Sublessee available to Sublessor Lessee through and Sublessor including December 31, 2002. Lessor shall pay to Sublessee the fair market value Lessee within thirty (30) days upon Lessor's receipt of the Leasehold Improvements valued as of the date of termination Lessee's paid invoices, lien waivers, and with fair market value calculated as provided below. In order to effect such conveyance (or, at Sublessor’s option in the event of a termination for Sublessee’s default, to confirm the ownership of such Leasehold Improvements), Sublessee shall take such actions and execute such documents as Sublessor may other documentation reasonably require, including, without limitation, execution of a xxxx of sale for such Leasehold Improvements. If Sublessee fails or refuses to execute such documents or take such actions, Sublessee hereby appoints Sublessor as its attorney-in-fact with authority to execute such documents and take such actions, which appointment is coupled with an interest and is irrevocable. Exhibit Arequired by Lessor.

Leasehold Improvements. Subject to Tenant shall not construct any Leasehold ---------------------- Improvements or otherwise alter the terms Premises without Landlord's prior approval if such action results in the removal or alteration of Section 8 belowany material portion of existing Improvements (including wall and floor coverings, effective upon ceilings, lighting fixtures or other utility installations) and (a) the Commencement Date, Sublessor shall convey to Sublessee ownership cost of all such construction or alteration exceeds Fifty Thousand Dollars ($50,000) per work of improvement or (b) the Current cost of such Leasehold Improvements located on done, under construction, or for which approval is sought during any two (2) calendar year period exceeds Two Hundred Thousand Dollars ($200,000), and not until Landlord shall have first approved the Premises plans and owned by Sublessor as of the Commencement Date. Such conveyance shall be “as is” without representations or warranties of any kind whatsoeverspecifications therefor, express, implied or statutory. Concurrently with the execution of this Sublease, Sublessor shall execute a xxxx of sale in the form attached hereto as Exhibit D (the “Xxxx of Sale”). Such Xxxx of Sale which approval shall be deemed delivered by Sublessor to Sublessee only upon the commencement of this Sublease, and, given if this Sublease does not commence, denied in writing within ten (10) working days after Landlord shall be void ab initio and of no effecthave received Tenant's request for such approval. In the no event of termination of this Sublease by reason of a default on the part of Sublessee, the Current Leasehold Improvements, together with shall Tenant make any other leasehold improvements made subsequent alterations to the Commencement Date (“Future Leasehold Premises which could significantly affect the structural integrity or the exterior design of the Improvements”; the Current Leasehold Improvements and the Future Leasehold Improvements being sometimes collectively referred to herein as the “Leasehold Improvements”), shall automatically become the property of Sublessor. In the event of an early termination of this Sublease not due Notwithstanding anything to the fault of Sublesseecontrary contained in this Lease, all Tenant shall have the right to reconfigure demountable walls and partitions without Landlord's prior written consent. All such approved Leasehold Improvements shall be conveyed installed by Sublessee Tenant at Tenant's expense in substantial compliance with the approved plans and specifications therefor. All construction undertaken by Tenant shall be done in accordance with all Laws and in a good and workmanlike manner using materials of good quality. Tenant shall not commence construction of any Leasehold Improvements until (i) all required governmental approvals and permits shall have been obtained, (ii) all requirements regarding insurance imposed by this Lease have been satisfied, (iii) Tenant shall have given Landlord at least five (5) days prior written notice of its intention to Sublessor and Sublessor commence such construction, (iv) Tenant shall pay to Sublessee the fair market value have notified Landlord by telephone of the commencement of construction on the day it commences, and (v) if reasonably requested by Landlord, Tenant shall have obtained contingent liability and broad form builders risk insurance in an amount reasonably satisfactory to Landlord if there are any perils relating to the proposed construction not covered by insurance carried pursuant to Article 9. Landlord shall cause to be made available to Tenant all information maintained by Landlord or Landlord's architect which relates to the plans for the Building, including any "as-built" plans for the Building, roof and/or Outside Areas, so that Tenant can incorporate such information into Tenant's files relating to any plans for Leasehold Improvements. All Leasehold Improvements valued shall remain the property of Tenant during the Lease Term. Tenant shall have the right to remove any Leasehold Improvements so long as of it repairs all damage caused by the date of termination removal thereof and with fair market value calculated as provided below. In order returns the Premises to effect such conveyance (or, at Sublessor’s option in the event of a termination for Sublessee’s default, condition existing prior to confirm the ownership installation of such Leasehold Improvements). At the expiration or sooner termination of the Lease Term, Sublessee all Leasehold Improvements that Tenant does not elect to remove shall take be surrendered to Landlord as a part of the realty and shall then become Landlord's property, and Landlord shall have no obligation to reimburse Tenant for all or any portion of the value or cost thereof; provided, however, that Tenant shall remove any Leasehold Improvements so designated for removal by Landlord in accordance with the provisions of paragraph 15.2 if (i) such actions and execute such documents as Sublessor may reasonably requireLeasehold Improvements were installed without the prior written consent of Landlord, including, without limitation, execution of a xxxx of sale for or (ii) at the time Tenant requested Landlord's consent to such Leasehold Improvements. If Sublessee fails , Landlord informed Tenant in writing that Landlord would require that such Leasehold Improvements be removed and the Premises returned to the condition existing prior to the installation thereof, ordinary wear and tear excepted, at the expiration or refuses to execute such documents or take such actions, Sublessee hereby appoints Sublessor as its attorney-in-fact with authority to execute such documents and take such actions, which appointment is coupled with an interest and is irrevocable. Exhibit Aearlier termination of the Lease Term.

Leasehold Improvements. Subject All improvements to the terms of Section 8 belowPremises (collectively, effective upon the Commencement Date, Sublessor shall convey to Sublessee ownership of all of the Current Leasehold Improvements located on the Premises and owned by Sublessor as of the Commencement Date. Such conveyance shall be “as is” without representations or warranties of any kind whatsoever, express, implied or statutory. Concurrently with the execution of this Sublease, Sublessor shall execute a xxxx of sale in the form attached hereto as Exhibit D (the “Xxxx of Sale”). Such Xxxx of Sale shall be deemed delivered by Sublessor to Sublessee only upon the commencement of this Sublease, and, if this Sublease does not commence, shall be void ab initio and of no effect. In the event of termination of this Sublease by reason of a default on the part of Sublessee, the Current Leasehold Improvements, together with any other leasehold improvements made subsequent to the Commencement Date (“Future Leasehold Improvements”; the Current Leasehold Improvements and the Future Leasehold Improvements being sometimes collectively referred to herein as the “Leasehold Improvements”) shall be owned by Landlord and shall remain upon the Premises without compensation to Tenant. However, Landlord, by written notice to Tenant within 30 days prior to the Termination Date, may require Tenant to remove, at Tenant’s expense: (1) Cable (defined in Section IX.A) installed by or for the exclusive benefit of Tenant and located in the Premises or other portions of the Building; and (2) any Leasehold Improvements that are performed by or for the benefit of Tenant and, in Landlord’s reasonable judgment, are of a nature that would require removal and repair costs that are materially in excess of the removal and repair costs associated with standard office improvements (collectively referred to as “Required Removables”). Without limitation, it is agreed that Required Removables include internal stairways, raised floors, personal baths and showers, vaults, rolling file systems, laboratory equipment and structural alterations and modifications of any type. The Required Removables designated by Landlord shall be removed by Tenant before the Termination Date. Tenant shall repair damage caused by the installation or removal of Required Removables. If Tenant fails to remove any Required Removables or perform related repairs in a timely manner, Landlord, at Tenant’s expense, may remove and dispose of the Required Removables and perform the required repairs. Tenant, within 30 days after receipt of an invoice, shall reimburse Landlord for the reasonable costs of same incurred by Landlord. Notwithstanding the foregoing, Tenant, at the time it requests approval for a proposed Alteration (defined in Section IX.C), shall automatically become may request in writing that Landlord advise Tenant whether the property of Sublessor. In the event of an early termination of this Sublease not due to the fault of Sublessee, all such Leasehold Improvements shall be conveyed by Sublessee to Sublessor and Sublessor shall pay to Sublessee the fair market value Alteration or any portion of the Leasehold Improvements valued Alteration will be designated as a Required Removable. Within 10 business days after receipt of Tenant’s request, Landlord shall advise Tenant in writing as to which portions of the date of termination and with fair market value calculated as provided below. In order Alteration, if any, will be considered to effect such conveyance (or, at Sublessor’s option in the event of a termination for Sublessee’s default, to confirm the ownership of such Leasehold Improvements), Sublessee shall take such actions and execute such documents as Sublessor may reasonably require, including, without limitation, execution of a xxxx of sale for such Leasehold Improvements. If Sublessee fails or refuses to execute such documents or take such actions, Sublessee hereby appoints Sublessor as its attorney-in-fact with authority to execute such documents and take such actions, which appointment is coupled with an interest and is irrevocable. Exhibit Abe Required Removables.

Leasehold Improvements. Subject to All improvements constructed by Tenant in the terms of Section 8 belowPremises (collectively, effective “Leasehold Improvements” or “Tenant's Work”) shall be owned by Landlord and shall remain upon the Commencement Premises without compensation to Tenant. However, Landlord, by written notice to Tenant given within sixty (60) days of the date the Leasehold Improvements are installed, may require Tenant to remove any Leasehold Improvements that are provided by or for the benefit of Tenant and Landlord determines Tenant shall remove (collectively referred to as “Required Removables”). Without limitation, it is agreed that Required Removables may include internal stairways, demountable partitions, raised floors, floor reinforcements, vaults, rolling file systems and structural alterations and modifications of any type, special fire suppression systems and equipment. The Required Removables designated by Landlord shall be removed by Tenant before the Termination Date, Sublessor . Tenant's possession of the Premises shall convey be subject to Sublessee ownership of all of the Current Leasehold Improvements located terms and conditions of this Lease, including the obligation to pay Rent on a per diem basis at the rate in effect for the last month of the Term. Tenant shall repair damage caused by the installation or removal of Required Removables. If Tenant fails to remove any Required Removables or perform related repairs in a timely manner, Landlord, at Tenant's expense, may remove and dispose of the Required Removables and perform the required repairs. Notwithstanding the foregoing, Tenant, at the time it requests approval for a proposed Alteration (defined in Section 9.03), may request in writing that Landlord advise Tenant whether the Alteration or any portion of the Alteration will be designated as a Required Removable. Within ten (10) Business Days after receipt of Tenant's request, Landlord shall advise Tenant in writing as to which portions of the Alteration, if any, will constitute Required Removables. Landlord represents to Tenant that there is asbestos (“ACM”) in the ceiling of the Premises and owned unless same is required to be removed by Sublessor as of the Commencement Date. Such conveyance applicable environmental Law, shall be “as is” without representations or warranties of any kind whatsoever, express, implied or statutory. Concurrently with the execution of this Sublease, Sublessor shall execute a xxxx of sale remain in the form attached hereto Premises. If applicable environmental Law requires that said ACM be removed as Exhibit D (a result of Tenant's Work, or if Tenant's Work disturbs any ACM in the “Xxxx Center and as a result, the ACM must be removed pursuant to applicable Laws, Tenant shall remove same as part of Sale”). Such Xxxx of Sale shall be deemed delivered by Sublessor to Sublessee only upon the commencement of this Sublease, and, if this Sublease does not commence, shall be void ab initio Tenant's Work and of no effectin conformance with applicable environmental Law. In the event of termination of this Sublease by reason of a default on the part of Sublessee, the Current Leasehold Improvements, together with that any other leasehold improvements made subsequent tenant in the Center performs work to its space that disturbs ACM within the Premises, Landlord will cause said tenant to comply with applicable laws with regard to the Commencement Date (“Future Leasehold Improvements”; removal of said ACM within the Current Leasehold Improvements and the Future Leasehold Improvements being sometimes collectively referred to herein as the “Leasehold Improvements”), shall automatically become the property of Sublessor. In the event of an early termination of this Sublease not due to the fault of Sublessee, all such Leasehold Improvements shall be conveyed by Sublessee to Sublessor and Sublessor shall pay to Sublessee the fair market value of the Leasehold Improvements valued as of the date of termination and with fair market value calculated as provided below. In order to effect such conveyance (or, at Sublessor’s option in the event of a termination for Sublessee’s default, to confirm the ownership of such Leasehold Improvements), Sublessee shall take such actions and execute such documents as Sublessor may reasonably require, including, without limitation, execution of a xxxx of sale for such Leasehold Improvements. If Sublessee fails or refuses to execute such documents or take such actions, Sublessee hereby appoints Sublessor as its attorney-in-fact with authority to execute such documents and take such actions, which appointment is coupled with an interest and is irrevocable. Exhibit APremises.

Leasehold Improvements. Subject Tenant shall, at its own cost and expense, furnish and install all leasehold improvements. Said improvements shall be subject to Landlord's prior written consent thereto and shall be in accordance with the terms of Section 8 belowplans and specifications first approved by Landlord. Tenant covenants and agrees that all work done by Tenant shall be performed in full compliance with all laws, effective upon the Commencement Daterules, Sublessor shall convey to Sublessee ownership orders, ordinances, directions, regulations, and requirements of all governmental agencies, offices, departments, bureaus and board having jurisdiction and in full compliance with the rules, orders, directors, regulations and requirements of the Current Leasehold Improvements located on Pacific Fire Rating Bureau and of any similar body. Tenant shall keep the Premises and owned by Sublessor as all improvements thereon, free from all liens and claims of mechanics, labors, materialmen and others for work done and materials furnished to Tenant and Tenant shall not create or suffer to be created any lien or encumbrance on the Commencement DatePremises. Such conveyance shall be “as is” without representations All alterations, decorations, additions or warranties of any kind whatsoever, express, implied or statutory. Concurrently with the execution of this Sublease, Sublessor shall execute a xxxx of sale in the form attached hereto as Exhibit D (the “Xxxx of Sale”). Such Xxxx of Sale shall be deemed delivered by Sublessor to Sublessee only improvements upon the commencement of this SubleasePremises made by Tenant shall, andunless Landlord elects otherwise, if this Sublease does not commence, shall be void ab initio and of no effect. In the event of termination of this Sublease by reason of a default on the part of Sublessee, the Current Leasehold Improvements, together with any other leasehold improvements made subsequent to the Commencement Date (“Future Leasehold Improvements”; the Current Leasehold Improvements and the Future Leasehold Improvements being sometimes collectively referred to herein as the “Leasehold Improvements”), shall automatically become the property of SublessorLandlord, and shall remain upon, and be surrendered with the Premises, as a part thereof, at the end of the Lease term, except that Landlord may, by written notice to Tenant, given at least thirty (30) days prior to the end of the Lease term, require Tenant to remove all improvements installed by Tenant, and Tenant shall repair or, at Landlord's option, pay to Landlord all costs arising from such removal. In All articles or personal property and all business and trade fixtures, machinery, and equipment, furniture and movable partitions owned by Tenant or installed by Tenant at its expense in the event Premises, shall be and remain the property of an early Tenant and may be removed by Tenant at any time during the term of this Lease when Tenant is not in default hereunder. If Tenant shall fail to remove all of its effects from the Premises upon termination of this Sublease not Lease for any cause whatsoever, Landlord may, at its option, remove the same in any manner that Landlord shall choose, and store said effects with liability to Tenant for loss thereof, and Tenant agrees to pay Landlord upon demand any and all expense incurred in such removal, including court costs and attorney’s fees and storage charges on such effects for any length of time that the same shall be in Landlord's possession, or Landlord may, at its option, without notice, sell said effects or any of the same, at private sale and without legal process, for such price as Landlord may obtain and apply the proceeds of such sale upon any amounts due under this lease from Tenant to Landlord and upon the expense incident to the fault removal of Sublessee, all such Leasehold Improvements shall be conveyed by Sublessee to Sublessor and Sublessor shall pay to Sublessee the fair market value sale of the Leasehold Improvements valued as of the date of termination and with fair market value calculated as provided below. In order to effect such conveyance (or, at Sublessor’s option in the event of a termination for Sublessee’s default, to confirm the ownership of such Leasehold Improvements), Sublessee shall take such actions and execute such documents as Sublessor may reasonably require, including, without limitation, execution of a xxxx of sale for such Leasehold Improvements. If Sublessee fails or refuses to execute such documents or take such actions, Sublessee hereby appoints Sublessor as its attorney-in-fact with authority to execute such documents and take such actions, which appointment is coupled with an interest and is irrevocable. Exhibit Asaid effects.

Leasehold Improvements. Subject Except as expressly provided for herein, all improvements in and to the terms of Premises, including any Alterations (defined in Section 8 below9.03) (collectively, effective upon the Commencement Date, Sublessor shall convey to Sublessee ownership of all of the Current Leasehold Improvements located on the Premises and owned by Sublessor as of the Commencement Date. Such conveyance shall be “as is” without representations or warranties of any kind whatsoever, express, implied or statutory. Concurrently with the execution of this Sublease, Sublessor shall execute a xxxx of sale in the form attached hereto as Exhibit D (the “Xxxx of Sale”). Such Xxxx of Sale shall be deemed delivered by Sublessor to Sublessee only upon the commencement of this Sublease, and, if this Sublease does not commence, shall be void ab initio and of no effect. In the event of termination of this Sublease by reason of a default on the part of Sublessee, the Current Leasehold Improvements, together with any other leasehold improvements made subsequent to the Commencement Date (“Future Leasehold Improvements”; the Current Leasehold Improvements and the Future Leasehold Improvements being sometimes collectively referred to herein as the “Leasehold Improvements”)) shall remain upon the Premises at the end of the Term without compensation to Tenant, provided that Tenant, at its expense, in compliance with the National Electric Code or other applicable Law, shall automatically become the property of Sublessorremove any Cable (defined in Section 9.01 below). Tenant trade fixtures are and shall remain Tenant’s personal property. In the event of an early termination of this Sublease not due addition, Landlord, by written notice to Tenant at least 30 days prior to the fault of SublesseeTermination Date, all such may require Tenant, at its expense, to remove any Landlord Work and/or Alterations (and/or other Leasehold Improvements made pursuant to the Prior Lease and the Sublease Agreement) that, in Landlord’s reasonable judgment, are of a nature that would require removal and repair costs that are materially in excess of the removal and repair costs associated with standard office improvements (the Cable and such other items collectively are referred to as “Required Removables”). Required Removables may include, without limitation, internal stairways, raised floors, personal baths and showers, vaults, rolling file systems and structural alterations and modifications which are defined above. The designated Required Removables shall be conveyed removed by Sublessee to Sublessor and Sublessor shall pay to Sublessee Tenant before the fair market value of the Leasehold Improvements valued as Termination Date. As of the date of termination this Lease, there are no Required Removables (other than Cable) located in Suites 100 and with fair market value calculated as provided below110 of the Premises. In order Tenant shall repair damage caused by the installation or removal of Required Removables. If Tenant fails to effect perform its obligations in a timely manner, Landlord may perform such conveyance (orwork at Tenant’s expense. Tenant, at Sublessor’s option the time it requests approval for a proposed Alteration, including any Initial Alterations or Landlord Work, as such terms may be defined in the event Work Letter attached as Exhibit C, may request in writing that Landlord advise Tenant whether the Alteration, including any Initial Alterations or Landlord Work, or any portion thereof, is a Required Removable. Within 10 days after receipt of a termination for SublesseeTenant’s defaultrequest, Landlord shall advise Tenant in writing as to confirm which portions of the ownership of such Leasehold Improvements), Sublessee shall take such actions and execute such documents as Sublessor may reasonably require, including, without limitation, execution of a xxxx of sale for such Leasehold Improvements. If Sublessee fails Alteration or refuses to execute such documents or take such actions, Sublessee hereby appoints Sublessor as its attorney-in-fact with authority to execute such documents and take such actions, which appointment is coupled with an interest and is irrevocable. Exhibit Aother improvements are Required Removables.

Leasehold Improvements. Subject to Any trade fixtures, unattached and movable equipment or furniture, or other personalty brought into the Premises by Tenant ("Tenant's Property") shall be owned and insured by Tenant. Tenant shall remove all such Tenant's Property from the Premises in accordance with the terms of Section 8 belowArticle XXXV hereof. Any and all alterations, effective additions and improvements to the Premises, including any built-in furniture (collectively, "Leasehold Improvements") shall be owned and insured by Landlord and shall remain upon the Commencement DatePremises, Sublessor shall convey all without compensation, allowance or credit to Sublessee ownership Tenant. Landlord may, nonetheless, at any time prior to, or within six (6) months after, the expiration or earlier termination of all of the Current this Lease or Tenant's right to possession, require Tenant to remove any Leasehold Improvements located on performed by or for the Premises benefit of Tenant and owned all electronic, phone and data cabling as are designated by Sublessor as of the Commencement Date. Such conveyance shall be “as is” without representations or warranties of any kind whatsoever, express, implied or statutory. Concurrently with the execution of this Sublease, Sublessor shall execute a xxxx of sale in the form attached hereto as Exhibit D Landlord (the “Xxxx of Sale”). Such Xxxx of Sale shall be deemed delivered by Sublessor to Sublessee only upon the commencement of this Sublease, and, if this Sublease does not commence, shall be void ab initio and of no effect"Required Removables") at Tenant's sole cost. In the event of that Landlord so elects, Tenant shall remove such Required Removables within ten (10) days after notice from Landlord, provided that in no event shall Tenant be required to remove such Required Removables prior to the expiration or earlier termination of this Sublease Lease or Tenant's right to possession. In addition to Tenant's obligation to remove the Required Removables, Tenant shall repair any damage caused by reason such removal and perform such other work as is reasonably necessary to restore the Premises to a "move in" condition. If Tenant fails to remove any specified Required Removables or to perform any required repairs and restoration within the time period specified above, Landlord, at Tenant's sole cost and expense, may remove, store, sell and/or dispose of a default on the part of SublesseeRequired Removables and perform such required repairs and restoration work. Tenant, the Current Leasehold Improvements, together with any other leasehold improvements made subsequent to the Commencement Date within five (“Future Leasehold Improvements”; the Current Leasehold Improvements and the Future Leasehold Improvements being sometimes collectively referred to herein as the “Leasehold Improvements”)5) days after demand from Landlord, shall automatically become reimburse Landlord for any and all reasonable costs incurred by Landlord in connection with the property of Sublessor. In the event of an early termination of this Sublease not due to the fault of Sublessee, all such Leasehold Improvements shall be conveyed by Sublessee to Sublessor and Sublessor shall pay to Sublessee the fair market value of the Leasehold Improvements valued as of the date of termination and with fair market value calculated as provided below. In order to effect such conveyance (or, at Sublessor’s option in the event of a termination for Sublessee’s default, to confirm the ownership of such Leasehold Improvements), Sublessee shall take such actions and execute such documents as Sublessor may reasonably require, including, without limitation, execution of a xxxx of sale for such Leasehold Improvements. If Sublessee fails or refuses to execute such documents or take such actions, Sublessee hereby appoints Sublessor as its attorney-in-fact with authority to execute such documents and take such actions, which appointment is coupled with an interest and is irrevocable. Exhibit ARequired Removables.

Leasehold Improvements. Subject All improvements in and to the terms of Premises, including any Alterations (defined in Section 8 below9.03) (collectively, effective upon the Commencement Date, Sublessor shall convey to Sublessee ownership of all of the Current Leasehold Improvements located on the Premises and owned by Sublessor as of the Commencement Date. Such conveyance shall be “as is” without representations or warranties of any kind whatsoever, express, implied or statutory. Concurrently with the execution of this Sublease, Sublessor shall execute a xxxx of sale in the form attached hereto as Exhibit D (the “Xxxx of Sale”). Such Xxxx of Sale shall be deemed delivered by Sublessor to Sublessee only upon the commencement of this Sublease, and, if this Sublease does not commence, shall be void ab initio and of no effect. In the event of termination of this Sublease by reason of a default on the part of Sublessee, the Current Leasehold Improvements, together with any other leasehold improvements made subsequent to the Commencement Date (“Future Leasehold Improvements”; the Current Leasehold Improvements and the Future Leasehold Improvements being sometimes collectively referred to herein as the “Leasehold Improvements”)) shall remain upon the Premises at the end of the Term without compensation to Tenant, provided that Tenant, at its expense, shall automatically become the property of Sublessorremove all Cable (defined in Section 9.01 below). In the event of an early termination of this Sublease not due addition, Landlord, by written notice delivered to Tenant at least 30 days prior to the fault Termination Date, may require Tenant, at Tenant’s expense, to remove any Alterations (the Cable and such other items collectively are referred to as “Required Removables”). At the time of Sublessee, all such Leasehold Improvements shall be conveyed approval by Sublessee to Sublessor and Sublessor shall pay to Sublessee the fair market value Landlord of the Leasehold Improvements valued final plans for the Tenant Improvements, Landlord shall inform Tenant as to which, if any, of the date of termination and with fair market value calculated as provided belowTenant Improvements will constitute Required Removables. In order to effect such conveyance (or, at Sublessor’s option in the event of a termination for Sublessee’s default, to confirm the ownership of such Leasehold Improvements), Sublessee Required Removables shall take such actions and execute such documents as Sublessor may reasonably require, includinginclude, without limitation, execution internal stairways, raised floors, personal baths and showers, vaults, supplemental HVAC units (and associated mechanical infrastructure), rolling file systems and structural alterations and modifications and specialized non-standard office improvements (game room, bowling alley, etc.). Notwithstanding the foregoing, Tenant, at the time it requests approval for a proposed Alteration, including any initial Alterations or Tenant Improvements, may request in writing that Landlord advise Tenant whether the improvement is a Required Removable. In such event, if Landlord approves the Alteration(s) in question, Landlord shall advise Tenant concurrently with such approval as to which portions of a xxxx the proposed Alterations or other improvements are Required Removables. Required Removables shall be removed by Tenant before the Termination Date. Tenant shall repair damage caused by the installation or removal of sale for such Leasehold ImprovementsRequired Removables to Landlord’s reasonable satisfaction. If Sublessee Tenant fails or refuses to execute perform its obligations in a timely manner, Landlord may perform such documents or take such actions, Sublessee hereby appoints Sublessor as its attorney-in-fact with authority to execute such documents and take such actions, which appointment is coupled with an interest and is irrevocable. Exhibit Awork at Tenant’s expense.

Leasehold Improvements. Subject All improvements to the terms of Section 8 belowPremises (collectively, effective "Leasehold Improvements") shall be owned by Landlord and shall remain upon the Commencement Premises without compensation to Tenant, except that Tenant may remove its vacuum system equipment prior to the Termination Date, Sublessor provided Tenant shall convey repair any damage caused by the installation or removal of such vacuum system equipment. Tenant shall remove, at Tenant's expense, unless Landlord, by written notice to Sublessee ownership Tenant otherwise advises Tenant within 30 days prior to the Termination Date that Tenant shall not remove, the following: (1) Cable (defined in Section 10(a)) installed by or for the exclusive benefit of all Tenant and that is located within the Premises; (2) Auxiliary Generator and/or Fuel Supply (defined in Section 10(c)) installed by or for the exclusive benefit of Tenant and located in the Premises or other portions of the Current Building; and (3) any or all Leasehold Improvements located that are performed by or for the benefit of Tenant and, in Landlord's reasonable judgment, are of a nature that would require removal and repair costs that are materially in excess of the removal and repair costs associated with standard laboratory or office improvements (collectively referred to as "Required Removables"). Notwithstanding anything contained herein to the contrary, Landlord agrees that the Initial Alterations shall not be deemed Required Removables and may remain on the Premises and owned by Sublessor as at the end of the Commencement Date. Such conveyance term and although Tenant shall not be “as is” without representations or warranties of required to remove any kind whatsoever, express, implied or statutory. Concurrently with the execution of this Sublease, Sublessor shall execute a xxxx of sale in the form attached hereto as Exhibit D (the “Xxxx of Sale”). Such Xxxx of Sale shall be deemed delivered by Sublessor to Sublessee only upon the commencement of this Sublease, and, if this Sublease does not commence, shall be void ab initio and of no effect. In the event of termination of this Sublease by reason of a default on the part of Sublessee, the Current Leasehold Improvements, together with any other leasehold improvements made subsequent to the Commencement Date (“Future Leasehold Improvements”; the Current Leasehold Improvements and the Future Leasehold Improvements being sometimes collectively referred to herein as the “Leasehold Improvements”), shall automatically become the property of Sublessor. In the event of an early termination of this Sublease not due to the fault of Sublessee, all such Leasehold Improvements shall be conveyed by Sublessee to Sublessor and Sublessor shall pay to Sublessee the fair market value of the Leasehold Improvements valued as of Initial Alterations, Tenant may remove the date of termination and with fair market value calculated vacuum system equipment as provided belowabove. In order to effect such conveyance Without limitation, it is agreed that Required Removables may include internal stairways, raised floors, personal baths and showers, vaults, rolling file systems, building and roof penetrations, and property and equipment (or, at Sublessor’s option in the event of a termination for Sublessee’s default, to confirm the ownership of such Leasehold Improvements), Sublessee shall take such actions and execute such documents as Sublessor may reasonably require, including, without limitation, execution laboratory related equipment) permanently affixed to the Premises or to the Building systems, and structural alterations and modification of a xxxx any type. The Required Removables designated by Landlord to be removed shall be removed by Tenant before the Termination Date. Tenant shall repair damage caused by the installation or removal of sale for such Leasehold ImprovementsRequired Removables. If Sublessee Tenant fails to remove any Required Removables required by Landlord to be removed or refuses perform related repairs in a timely manner, Landlord, at Tenant's expense, may remove and dispose of such Required Removables and perform the required repairs. Tenant, within 30 days after receipt of an invoice, shall reimburse Landlord for the reasonable costs incurred by Landlord. If Landlord elects to execute retain any of the Required Removables, Tenant covenants that (i) such documents Required Removables will be surrendered in good condition, free and clear of all liens and encumbrances and (ii) if Cable is to be surrendered, it shall be left in safe condition, properly labeled at each end and in each telecommunications/electrical closet and junction box. Tenant may remove its trade fixtures, so long as such fixtures are not permanently affixed to the Building or take such actionsthe Building systems and not contained in or located above the ceiling, Sublessee hereby appoints Sublessor outside the demising walls, beneath the floor of the Premises or in the interior walls of the Premises. Notwithstanding the foregoing, Tenant, at the time it requests approval for the Initial Alterations or for a proposed Alteration (defined in Section 10 (c)), may request in writing that Landlord advise Tenant whether the Initial Alterations, the Alteration or any portion of the Initial Alterations or the Alteration will be designated as its attorney-in-fact with authority a Required Removable. Within ten (10) days after receipt of Tenant's request, Landlord shall advise Tenant in writing as to execute such documents and take such actionswhich portions of the Alteration, which appointment is coupled with an interest and is irrevocable. Exhibit Aif any, will be considered to be a Required Removable.

Leasehold Improvements. Subject to Any trade fixtures, unattached and movable equipment or furniture, or other personalty brought into the Premises by Tenant ("Tenant's Property") shall be owned and insured by Tenant. Tenant shall remove all such Tenant's Property from the Premises in accordance with the terms of Section 8 belowArticle XXXV hereof. Any and all alterations, effective additions and improvements to the Premises, including any built-in furniture (collectively, "Leasehold Improvements") shall be owned and insured by Landlord and shall remain upon the Commencement DatePremises, Sublessor shall convey all without compensation, allowance or credit to Sublessee ownership Tenant. Landlord may, nonetheless, at any time prior to the expiration or earlier termination of all of the Current this Lease or Tenant's right to possession, require Tenant to remove any Leasehold Improvements located on performed by or for the Premises benefit of Tenant and owned all electronic, phone and data cabling as are designated by Sublessor as of the Commencement Date. Such conveyance shall be “as is” without representations or warranties of any kind whatsoever, express, implied or statutory. Concurrently with the execution of this Sublease, Sublessor shall execute a xxxx of sale in the form attached hereto as Exhibit D Landlord (the “Xxxx of Sale”). Such Xxxx of Sale shall be deemed delivered by Sublessor to Sublessee only upon the commencement of this Sublease, and, if this Sublease does not commence, shall be void ab initio and of no effect"Required Removables") at Tenant's sole cost. In the event of that Landlord so elects, Tenant shall remove such Required Removables within ten (10) Business Days after notice from Landlord, provided that in no event shall Tenant be required to remove such Required Removables prior to the expiration or earlier termination of this Sublease Lease or Tenant's right to possession. In addition to Tenant's obligation to remove the Required Removables, Tenant shall repair any damage caused by reason such removal and perform such other work as is reasonably necessary to restore the Premises to a "move in" condition. If Tenant fails to remove any specified Required Removables or to perform any required repairs and restoration within the time period specified above, Landlord, at Tenant's sole cost and expense, may remove, store, sell and/or dispose of a default on the part of SublesseeRequired Removables and perform such required repairs and restoration work. Tenant, the Current Leasehold Improvements, together with any other leasehold improvements made subsequent to the Commencement Date within fifteen (“Future Leasehold Improvements”; the Current Leasehold Improvements and the Future Leasehold Improvements being sometimes collectively referred to herein as the “Leasehold Improvements”)15) days after demand from Landlord, shall automatically become reimburse Landlord for any and all reasonable costs incurred by Landlord in connection with the property of SublessorRequired Removables. In Notwithstanding the event of foregoing, Tenant may request in writing at the time it submits its plans and specifications for an early alteration, addition or improvement, that Landlord advise Tenant whether Landlord will require Tenant to remove, at the termination of this Sublease not due Lease or Tenant's right to possession hereunder, such alteration, addition or improvement, or any particular portion thereof and Landlord shall advise Tenant within twenty (20) days after receipt of Tenant's request as to whether Landlord will require removal; provided, however, Landlord shall have the fault of Sublesseeright to require Tenant to remove any vault, all such Leasehold Improvements shall be conveyed by Sublessee to Sublessor and Sublessor shall pay to Sublessee the fair market value of the Leasehold Improvements valued as of the date of termination and with fair market value calculated as provided below. In order to effect such conveyance (orstairway, at Sublessor’s option raised floor or structural alterations installed in the event Premises, regardless of a termination for Sublessee’s default, to confirm the ownership of whether Landlord timely notified Tenant that it would require such Leasehold Improvements), Sublessee shall take such actions and execute such documents as Sublessor may reasonably require, including, without limitation, execution of a xxxx of sale for such Leasehold Improvements. If Sublessee fails or refuses to execute such documents or take such actions, Sublessee hereby appoints Sublessor as its attorney-in-fact with authority to execute such documents and take such actions, which appointment is coupled with an interest and is irrevocable. Exhibit Aremoval.

Leasehold Improvements. Subject All Leasehold Improvements shall, except as expressly provided in this Lease, remain upon the Premises at the end of the Term without compensation to Tenant. “Leasehold Improvements” shall mean and include all Initial Tenant Work, Alterations and other leasehold improvements from time to time existing in or made to the terms of Section 8 belowPremises, effective upon the Commencement Date, Sublessor shall convey to Sublessee ownership of all of the Current Leasehold Improvements located on the Premises and owned by Sublessor including without limitation any such leasehold improvements (if any) that exist as of the applicable Delivery Date or Term Commencement DateDate under this Lease or that are made by or for the benefit of Tenant (or any party acting under or through Tenant) before the Term Commencement Date or thereafter from time to time during the Term. Such conveyance shall be Landlord, by written notice to Tenant at the time of its approval of the Initial Tenant Work or Alteration, as applicable, may require Tenant, at Tenant’s expense, to remove any Initial Tenant Work or Alteration or portion thereof that, in Landlord’s reasonable judgment, are of a nature that would require removal and repair costs that are materially in excess of the removal and repair costs associated with standard office improvements (“as is” without representations or warranties of any kind whatsoever, express, implied or statutory. Concurrently with the execution of this Sublease, Sublessor shall execute a xxxx of sale in the form attached hereto as Exhibit D (the “Xxxx of SaleRequired Removables”). Such Xxxx of Sale Required Removables shall be deemed delivered by Sublessor to Sublessee only upon the commencement of this Sublease, and, if this Sublease does not commence, shall be void ab initio and of no effect. In the event of termination of this Sublease by reason of a default on the part of Sublessee, the Current Leasehold Improvements, together with any other leasehold improvements made subsequent to the Commencement Date (“Future Leasehold Improvements”; the Current Leasehold Improvements and the Future Leasehold Improvements being sometimes collectively referred to herein as the “Leasehold Improvements”), shall automatically become the property of Sublessor. In the event of an early termination of this Sublease not due to the fault of Sublessee, all such Leasehold Improvements shall be conveyed by Sublessee to Sublessor and Sublessor shall pay to Sublessee the fair market value of the Leasehold Improvements valued as of the date of termination and with fair market value calculated as provided below. In order to effect such conveyance (or, at Sublessor’s option in the event of a termination for Sublessee’s default, to confirm the ownership of such Leasehold Improvements), Sublessee shall take such actions and execute such documents as Sublessor may reasonably require, includinginclude, without limitation, execution internal stairways, raised floors, private baths and showers, vaults, rolling file systems, structural alterations and modifications and any Cable installed by or on behalf of a xxxx Tenant, but shall specifically exclude, without limitation, any Cable existing as of sale the applicable Delivery Date for such Leasehold Improvementseach Phase Premises. If Sublessee Landlord fails to notify Tenant of the requirement to remove such Initial Tenant Work, Alteration or refuses portion thereof at the time of its approval, such Initial Tenant Work or Alteration shall be deemed not to execute such documents or take such actionsbe a Required Removable, Sublessee hereby appoints Sublessor as its attorney-in-fact with authority and Tenant shall have no obligation to execute such documents and take such actions, which appointment is coupled with an interest and is irrevocable. Exhibit Aremove it at the end of the

Leasehold Improvements. All improvements in and to the Premises, including any Alterations (collectively, “Leasehold Improvements”) shall remain upon the Premises at the end of the Term without compensation to Tenant. Subject to Section 9.03, Landlord, however, by written notice to Tenant at least 30 days prior to the terms of Section 8 below, effective upon the Commencement Termination Date, Sublessor may require Tenant, at its expense, to remove (a) any Cable (defined in Section 9.01) installed by or for the benefit of Tenant, and (b) any Landlord Work or Alterations that, in Landlord’s reasonable judgment, are of a nature that would require removal and repair costs that are materially in excess of the removal and repair costs associated with standard office improvements (collectively referred to as “Required Removables”). Required Removables shall convey include, without limitation, internal stairways, raised floors, personal baths and showers, vaults, rolling file systems and structural alterations and modifications. However, it is agreed that Required Removables shall not include any usual office improvements, such as without limitation, gypsum board, partitions, ceiling grids and tiles, fluorescent lighting panels, Building standard doors and non-glued down carpeting. Following Landlord’s receipt of final, approved plans for the Landlord Work (as defined in Exhibit C attached to Sublessee ownership this Lease) which plans are sufficient to obtain all required permits for the construction of all of the Current Leasehold Improvements located on the Premises Landlord Work, Tenant may request in writing and owned by Sublessor as Landlord shall respond within 30 days following Landlord’s receipt of such written request, which items of the Commencement Date. Such conveyance shall be “as is” without representations or warranties of any kind whatsoeverLandlord Work, expressif any, implied or statutory. Concurrently with the execution of this Sublease, Sublessor shall execute a xxxx of sale in the form attached hereto as Exhibit D (the “Xxxx of Sale”). Such Xxxx of Sale shall be deemed delivered by Sublessor Required Removables. Notwithstanding anything to Sublessee only upon the commencement contrary contained in this Lease, and in addition to the components of designated Required Removables set forth above in this SubleaseSection 8, and, if this Sublease does not commence, Tenant shall also remove from the Premises (and the same shall be void ab initio deemed additional components of Required Removables for all purposes under this Lease), all of those items of furniture, fixtures, equipment and of no effectpersonal property set forth in Exhibit I (Additional Required Removables) to this Lease. In the event of termination of this Sublease by reason of a default on the part of Sublessee, the Current Leasehold Improvements, together with any other leasehold improvements made subsequent to the Commencement Date (“Future Leasehold Improvements”; the Current Leasehold Improvements The designated Required Removables and the Future Leasehold Improvements being sometimes collectively referred Additional Required Removables set forth in Exhibit I shall all be removed by Tenant before the Termination Date. Tenant shall repair damage caused by the installation or removal of Required Removables. If Tenant fails to herein as perform its obligations in a timely manner, Landlord may perform such work at Tenant’s expense. Tenant, at the “Leasehold Improvements”)time it requests approval for a proposed Alteration, shall automatically become may request in writing that Landlord advise Tenant whether the property of Sublessor. In the event of an early termination of this Sublease not due to the fault of Sublessee, all such Leasehold Improvements shall be conveyed by Sublessee to Sublessor and Sublessor shall pay to Sublessee the fair market value Alteration or any portion of the Leasehold Improvements valued Alteration is a Required Removable. Within 10 days after receipt of Tenant’s request, Landlord shall advise Tenant in writing as to which portions of the date of termination and with fair market value calculated as provided below. In order to effect such conveyance (or, at Sublessor’s option in the event of a termination for Sublessee’s default, to confirm the ownership of such Leasehold Improvements), Sublessee shall take such actions and execute such documents as Sublessor may reasonably require, including, without limitation, execution of a xxxx of sale for such Leasehold Improvements. If Sublessee fails or refuses to execute such documents or take such actions, Sublessee hereby appoints Sublessor as its attorney-in-fact with authority to execute such documents and take such actions, which appointment is coupled with an interest and is irrevocable. Exhibit AAlteration are Required Removables.

Leasehold Improvements. Subject Upon the expiration or earlier termination of the Lease, all improvements to the terms of Section 8 belowPremises (collectively, effective "Leasehold Improvements") shall be owned by Landlord and shall remain upon the Commencement Premises, except as provided herein, without compensation to Tenant except as provided in Section XII. However, Landlord, by written notice to Tenant given at least 10 days prior to the Termination Date, Sublessor may require Tenant to remove, at Tenant's expense: (1) Cable (defined in Section IX.A) installed by or for the exclusive benefit of Tenant and located in the Premises or other portion of the Buildings except Cable which is integrated into the Building core system and which would be cost prohibitive for either Landlord or Tenant to remove; and (2) any Leasehold Improvements (other than the Landlord Work) that are performed by or for the benefit of Tenant and, in Landlord's reasonable judgment, are of a nature that would require removal and repair costs that are materially in excess of the removal and repair costs associated with standard office improvements (collectively referred to as "Required Removables"). Notwithstanding the foregoing, Landlord, at the time it grants approval for a proposed Alteration (defined in Section IX.C), shall convey advise Tenant whether the Alteration and/or Leasehold Improvements or any portion thereof will be designated as a Required Removable. Without limitation, it is agreed that Required Removables include internal stairways, raised floors, personal baths and showers, vaults, rolling file systems and structural alterations and modifications of any type. The Required Removables designated by Landlord shall be removed by Tenant before the Termination Date, provided that upon prior written notice to Sublessee ownership Landlord, Tenant may remain in the Premises for up to 5 days after the Termination Date for the sole purpose of removing the Required Removables. Tenant's possession of the Premises shall be subject to all of the Current Leasehold Improvements located terms and conditions of this Lease, including the obligation to pay Rent on a per diem basis at the Premises and owned by Sublessor as rate in effect for the last month of the Commencement DateTerm. Such conveyance Tenant shall be “as is” without representations repair damage caused by the installation or warranties removal of Required Removables. If Tenant fails to remove any kind whatsoeverRequired Removables or perform related repairs in a timely manner and shall not commence such removal or repair within five days of receiving written notice from Landlord of such failure, expressLandlord, implied or statutoryat Tenant's expense, may remove and dispose of the Required Removables and perform the required repairs. Concurrently Tenant, within 30 days after receipt of an invoice together with reasonable supporting documentation of the execution of this Sublease, Sublessor shall execute a xxxx of sale amounts set forth in the form attached hereto as Exhibit D (the “Xxxx of Sale”). Such Xxxx of Sale shall be deemed delivered by Sublessor to Sublessee only upon the commencement of this Sublease, and, if this Sublease does not commenceinvoice, shall be void ab initio and of no effect. In reimburse Landlord for the event of termination of this Sublease reasonable costs incurred by reason of a default on the part of Sublessee, the Current Leasehold Improvements, together with any other leasehold improvements made subsequent Landlord pursuant to the Commencement Date (“Future Leasehold Improvements”; the Current Leasehold Improvements and the Future Leasehold Improvements being sometimes collectively referred to herein as the “Leasehold Improvements”), shall automatically become the property of Sublessor. In the event of an early termination of this Sublease not due to the fault of Sublessee, all such Leasehold Improvements shall be conveyed by Sublessee to Sublessor and Sublessor shall pay to Sublessee the fair market value of the Leasehold Improvements valued as of the date of termination and with fair market value calculated as provided below. In order to effect such conveyance (or, at Sublessor’s option in the event of a termination for Sublessee’s default, to confirm the ownership of such Leasehold Improvements), Sublessee shall take such actions and execute such documents as Sublessor may reasonably require, including, without limitation, execution of a xxxx of sale for such Leasehold Improvements. If Sublessee fails or refuses to execute such documents or take such actions, Sublessee hereby appoints Sublessor as its attorney-in-fact with authority to execute such documents and take such actions, which appointment is coupled with an interest and is irrevocable. Exhibit Aforegoing sentence.

Leasehold Improvements. Subject to Commencing with the terms of Section 8 below, effective upon the Commencement Date, Sublessor shall convey to Sublessee ownership of all of the Current Leasehold Improvements located on the Demised Premises and owned by Sublessor as of the Commencement Date. Such conveyance shall be in their “as is” without representations condition as of the date hereof. Landlord or warranties of any kind whatsoever, express, implied or statutory. Concurrently with the execution of this Sublease, Sublessor its designated contractor shall execute a xxxx of sale install in the form attached hereto as Exhibit D Demised Premises those initial improvements specified in final space plans and construction and engineering drawings approved by Landlord (the “Xxxx of Sale”). Such Xxxx of Sale shall be deemed delivered by Sublessor to Sublessee only upon the commencement of this Sublease, and, if this Sublease does not commence, shall be void ab initio and of no effect. In the event of termination of this Sublease by reason of a default on the part of Sublessee, the Current Leasehold Improvements, together with any other leasehold improvements made subsequent to the Commencement Date (“Future Leasehold Improvements”; the Current Leasehold Improvements and the Future Leasehold Improvements being sometimes collectively referred to herein as the “Leasehold Improvements”). Landlord shall not be obligated to provide any improvements, and the Demised Premises shall automatically become the be delivered containing no property of Sublessorany kind, other than the Leasehold Improvements. In the event of an early termination of this Sublease not due to the fault of Sublessee, all such Leasehold Improvements Landlord or its contractor shall be conveyed available as reasonably required by Sublessee Tenant throughout the design construction process to Sublessor provide Tenant with budgeting and Sublessor value engineering assistance. Tenant shall pay all costs and expenses (including a fee for Landlord’s construction management services in an amount equal to Sublessee five percent (5%) of the fair market value hard construction costs incurred in connection with the build out of the Demised Premises, and the cost of any services provided by Landlord’s architect or engineer) incurred in connection with the Leasehold Improvements valued as to the extent such costs and expenses exceed an allowance in an amount equal to the product of Thirty and 00/100 Dollars ($30.00) multiplied by the number of square feet of rentable area contained within the Demised Premises (the “Allowance”). Tenant shall not receive any credit, cash or otherwise, for any unused portion of the Allowance. Tenant shall pay fifty percent (50%) of Landlord’s reasonable estimate of those costs and expenses (if any) which exceed the Allowance on or before the later to occur of (i) the earlier to occur of (A) the date the preliminary space plan is prepared and delivered to Tenant, or (B) the date of termination and with fair market value calculated as provided belowTenant’s execution of the Lease, or (ii) the tenth (10th) day after the date Landlord gives Tenant notice of Landlord’s estimate of such expenses. In order to effect Tenant shall pay the remainder of such conveyance estimate within ten (or, at Sublessor10) days after Tenant’s option in the event receipt of a termination notice stating that the Leasehold Improvements are fifty percent (50%) complete, as reasonably determined by Landlord. Tenant shall pay for Sublessee’s default, to confirm all such costs and expenses (minus any estimated payments made as aforesaid) when the ownership of such Leasehold Improvements), Sublessee shall take such actions Improvements are substantially complete and execute such documents as Sublessor may reasonably require, including, without limitation, execution of Tenant receives a xxxx therefor. Tenant shall pay such xxxx, if any, no later than the earlier of sale for such Leasehold Improvementsthe Commencement Date or ten (10) days after Tenant’s receipt thereof. If Sublessee fails or refuses All amounts payable pursuant to execute such documents or take such actions, Sublessee hereby appoints Sublessor as its attorney-in-fact with authority this Exhibit by Tenant shall be considered additional rent and are subject to execute such documents and take such actions, which appointment is coupled with an interest and is irrevocable. Exhibit Athe provisions of the Lease.

Leasehold Improvements. Subject Tenant agrees to the terms pay Landlord a maximum of Section 8 below, effective $35.00 per foot for any and all Tenant improvements based upon the Commencement Date, Sublessor shall convey to Sublessee ownership existing estimating plans and provided any changes thereto are reasonable in scope. (A copy of all of the Current Leasehold Improvements located on the Premises and owned by Sublessor as of the Commencement Date. Such conveyance shall be “as is” without representations or warranties of any kind whatsoever, express, implied or statutory. Concurrently with the execution of this Sublease, Sublessor shall execute a xxxx of sale in the form said estimating plans are attached hereto as Exhibit D (“D”.) Landlord further agrees to competitively bid-out all Tenant improvements on the “Xxxx of Sale”). Such Xxxx of Sale shall be deemed delivered by Sublessor leased premises and to Sublessee only upon allow Tenant to accept or reject the commencement of this Sublease, and, if this Sublease does not commence, shall be void ab initio and of no effectbids for the leasehold improvements. In the event that Tenant does not accept any of termination the bids submitted for the leasehold improvements, then Tenant reserves the right for the Landlord to deliver to Tenant a shell of the building and then Tenant will have the right and responsibility to finish all leasehold improvements. The shell of the building is defined and set forth in the attached plans submitted as Exhibit “D”. Tenant further agrees to pay a mxxx-up of 3% to the Landlord for supervision of the leasehold improvements if the Tenant accepts the bids submitted to Landlord and Landlord is responsible for completing the leasehold improvements. Payment to the Landlord hereunder shall be made in accordance with a separate contract between Landlord and Tenant regarding said leasehold improvements. The parties hereto have executed this Lease Agreement on the day and year first above written. As to Landlord: As to Tenant: CRESTWOOD CONSTRUCTION, LLC YARDVILLE NATIONAL BANK By: Jxxx X. Xxxxx, III By: Pxxxxxx X. Xxxx JXXX X. XXXXX, III PXXXXXX X. XXXX President/CEO Dated: 5-25—98 Dated: 4/2/98 ADDENDUM TO LEASE AGREEMENT LANDLORD: CRESTWOOD CONSTRUCTION, LLC TENANT: YARDVILLE NATIONAL BANK PROPERTY: Block 2000, Xxx 000, Xxxxxxxx Xxxxxxxx, NJ The contents of this Sublease by reason of a default on the Addendum are an Integral part of Sublesseethe Lease Agreement dated May 8, 1998 and wherever the contents of the Lease Agreement and this Addendum differ, the Current Leasehold Improvements, together with any other leasehold improvements made subsequent to the Commencement Date (“Future Leasehold Improvements”; the Current Leasehold Improvements and the Future Leasehold Improvements being sometimes collectively referred to herein as the “Leasehold Improvements”), Addendum shall automatically become the property of Sublessor. In the event of an early termination of this Sublease not due to the fault of Sublessee, all such Leasehold Improvements shall be conveyed by Sublessee to Sublessor and Sublessor shall pay to Sublessee the fair market value of the Leasehold Improvements valued as of the date of termination and with fair market value calculated as provided below. In order to effect such conveyance (or, at Sublessor’s option in the event of a termination for Sublessee’s default, to confirm the ownership of such Leasehold Improvements), Sublessee shall take such actions and execute such documents as Sublessor may reasonably require, including, without limitation, execution of a xxxx of sale for such Leasehold Improvements. If Sublessee fails or refuses to execute such documents or take such actions, Sublessee hereby appoints Sublessor as its attorney-in-fact with authority to execute such documents and take such actions, which appointment is coupled with an interest and is irrevocable. Exhibit Agovern.

Leasehold Improvements. Subject to the terms of Section 8 below, effective upon the Commencement Date, Sublessor shall convey to Sublessee ownership of all of the Current Leasehold Improvements located on the Premises and owned by Sublessor as of the Commencement Date. Such conveyance shall be “as is” without representations or warranties of any kind whatsoever, express, implied or statutory. Concurrently with the execution of this Sublease, Sublessor shall execute a xxxx of sale in the form attached hereto as Exhibit D The tenant improvements (the “Xxxx of Sale”). Such Xxxx of Sale shall be deemed delivered by Sublessor to Sublessee only upon the commencement of this Sublease, and, if this Sublease does not commence, shall be void ab initio and of no effect. In the event of termination of this Sublease by reason of a default on the part of Sublessee, the Current Leasehold Improvements, together with any other leasehold improvements made subsequent to the Commencement Date (“Future Leasehold Improvements”; the Current Leasehold Improvements and the Future Leasehold Improvements being sometimes collectively referred to herein as the “Leasehold Improvements”) for the Premises, which shall be constructed by Tenant at Tenant’s sole cost and expense (except as provided in Paragraph 3.2 below with respect to the Leasehold Improvement Allowance), shall automatically become include all improvements and fixtures to be constructed in and for the property of Sublessor. In the event of an early termination of this Sublease not due Premises and which are permanently affixed to the fault Premises pursuant to the approved Construction Documents (as defined below) and which shall be constructed using the Building Standard Materials set forth in Schedule 2 attached hereto or other materials of Sublesseeequal or better quality, all of which shall be set forth in the Construction Documents to be approved by Landlord as provided below, including without limitation, all carpet, wall coverings, millwork, doors, counters and partitions; all demising walls; built-in secretarial desks, work stations, and credenzas; conference room tables; all corridors in the Premises; all lunchrooms, kitchens, computer rooms, utility rooms and other special rooms; Tenant’s entry door signs; all components and requirements to connect or modify the Building’s HVAC, electrical, telephone, plumbing, life safety and sprinkler systems to service the Premises and prepare the Premises for occupancy (such as, but not limited to, conduits for lighting changes required to the Premises); and all other tenant improvements for the Premises. Except to the extent set forth in the immediately preceding sentence and in Paragraph 3.1 below, the Leasehold Improvements shall not include and the Leasehold Improvement EXHIBIT “D” Allowance shall not be conveyed by Sublessee used for items such as Tenant’s furniture, furnishings, equipment, computer systems, work stations, telephones, and/or other personal property which are Tenant’s personal property or which would normally be considered to Sublessor and Sublessor shall pay be personal property items belonging to Sublessee a tenant, whether or not affixed to the fair market value Premises. Tenant may install non-Leasehold Improvement items during the same time period as the construction of the Leasehold Improvements valued as of the date of termination and with fair market value calculated as provided below. In order to effect such conveyance (or, at Sublessor’s option in the event of a termination for Sublessee’s default, to confirm the ownership of such Leasehold Improvements), Sublessee shall take such actions and execute such documents as Sublessor may reasonably require, including, without limitation, execution of a xxxx of sale for such Leasehold Improvements. If Sublessee fails or refuses to execute such documents or take such actions, Sublessee hereby appoints Sublessor as its attorney-in-fact with authority to execute such documents and take such actions, which appointment is coupled with an interest and is irrevocable. Exhibit A.

Leasehold Improvements. Subject Landlord and Tenant hereby agree that (i) Tenant accepts the Leased Premises in its "AS IS", "WHERE-IS" and "WITH ALL FAULTS" condition broom-cleaned and with all of the prior tenant's personal property removed therefrom, and (ii) Landlord is not providing any plans, specifications, or improvements to the terms Leased Premises, except as provided in Paragraph 11., however, Landlord has agreed, as set forth in this Paragraph 5., to provide Tenant with a cash allowance (the "Tenant Improvement Allowance") of Section 8 belowan amount equal to Twenty Seven and 00/100 Dollars ($27.00) per square foot of RSF initially contained within the Leased Premises solely for the purposes and subject to the provisions hereinafter set forth. Tenant shall use the Tenant Improvement Allowance to pay for the costs of construction of certain improvements, effective upon including public restroom upgrades, space planning and completion of construction documents, move consultant fees, technology consultant fees, project management fees, moving expenses, architecture and engineering fees (hereinafter referred to as the "Work") in the Leased Premises in accordance with this paragraph 5 and the Work Letter attached hereto as Exhibit "F". The Tenant Improvement Allowance shall be paid from time to time by Landlord as provided in Exhibit "F" hereto, and in the event of any unpaid balance remaining after the Work has been fully paid, Tenant shall have the right to credit up to Two and 00/100 Dollars ($2.00) per rentable square foot of the Leased Premises of the unused portion of such allowance towards the next installment(s) of rent provided however, Tenant shall so use the Tenant Improvement Allowance or make such credit toward rent no later than the 1stanniversary date of the Commencement Date, Sublessor shall convey to Sublessee ownership of all of the Current Leasehold Improvements located on the Premises and owned by Sublessor as of the Commencement Date. Such conveyance any balances thereafter remaining shall be “as is” without representations or warranties of forfeited after such date and Tenant shall have no further rights with respect thereto. During any kind whatsoever, express, implied or statutory. Concurrently with the execution of this Sublease, Sublessor shall execute a xxxx of sale in the form attached hereto as Exhibit D (the “Xxxx of Sale”). Such Xxxx of Sale period that Tenant shall be deemed delivered by Sublessor permitted or required to Sublessee only upon enter the commencement of this Sublease, and, if this Sublease does not commence, shall be void ab initio and of no effect. In the event of termination of this Sublease by reason of a default on the part of Sublessee, the Current Leasehold Improvements, together with any other leasehold improvements made subsequent Leased Premises prior to the Commencement Date (“Future Leasehold Improvements”; the Current Leasehold Improvements and the Future Leasehold Improvements being sometimes collectively referred to herein as the “Leasehold Improvements”plan or perform Tenant's initial work), Tenant shall automatically become the property of Sublessor. In the event of an early termination comply with all terms and provisions of this Sublease not due to the fault of Sublessee, all such Leasehold Improvements shall be conveyed by Sublessee to Sublessor and Sublessor shall pay to Sublessee the fair market value of the Leasehold Improvements valued as of the date of termination and with fair market value calculated as provided below. In order to effect such conveyance (or, at Sublessor’s option in the event of a termination for Sublessee’s default, to confirm the ownership of such Leasehold Improvements), Sublessee shall take such actions and execute such documents as Sublessor may reasonably require, Lease including, without limitation, execution the insurance provisions hereof and lien-free completion provisions hereof, except those provisions requiring the payment of a xxxx of sale for such Leasehold ImprovementsBase Rental and Additional Rental. If Sublessee fails or refuses Landlord performs construction management services, Tenant shall pay to execute such documents or take such actionsLandlord a two percent (2%) construction management fee, Sublessee hereby appoints Sublessor as its attorneynot to exceed Fifty-inFour Cents (54/100) per rentable square foot of the Leased Premises. Landlord shall perform construction management services with diligence, speed and continuity. If Tenant performs construction management services, Landlord shall charge Tenant a one percent (1%) review and supervision fee to review plans and supervise construction, not to exceed Twenty-fact with authority Seven Cents (27/100) per rentable square foot of the Leased Premises. Tenant may designate architects, general contractors, engineers and other consultants to execute such documents and take such actionsperform the Work, subject to Landlord approval, which appointment is coupled with an interest approval shall not be unreasonably withheld, conditioned or delayed. The construction management fee or review and is irrevocable. Exhibit Asupervision fee shall be deducted from the Tenant Improvement Allowance.

Leasehold Improvements. Subject to Any trade fixtures, unattached and movable equipment or furniture, or other personalty brought into the Premises by Tenant ("Tenant's Property") shall be owned and Insured by Tenant. Tenant shall remove all such Tenant's Property from the Premises in accordance with the terms of Section 8 belowArticle XXIV hereof. Any and all alterations, effective additions and improvements to the Premises, including any built-in furniture (collectively, "Leasehold Improvements") shall be owned and insured by Landlord and shall remain upon the Commencement DatePremises, Sublessor shall convey all without compensation, allowance or credit to Sublessee ownership Tenant. Landlord may, nonetheless. at any time prior to, or within three (3) months after, the expiration or earlier termination of this Lease or Tenant's right to possession, require Tenant to remove any Leasehold Improvements performed by or for the benefit of Tenant and all electronic, phone and data cabling as are designated by Landlord (the "Required Removable") at Tenant's sole cost. Notwithstanding the foregoing, upon Tenant's written request, Landlord will inspect the Premises with Tenant prior to the expiration of the Current Leasehold Improvements located on the Premises and owned by Sublessor as of the Commencement Date. Such conveyance shall be “as is” without representations or warranties of any kind whatsoever, express, implied or statutory. Concurrently with the execution of this Sublease, Sublessor shall execute a xxxx of sale in the form attached hereto as Exhibit D (the “Xxxx of Sale”). Such Xxxx of Sale shall be deemed delivered by Sublessor to Sublessee only upon the commencement of this Sublease, Lease Term and, if this Sublease does Tenant so requests, in lieu of the three (3) month period set forth above, Landlord will designate the Required Removables within fifteen (15) days of said inspection. Landlord shall not commence, shall be void ab initio and of no effectrequire Tenant to remove the initial work to the Premises. In the event of that Landlord so elects, Tenant shall remove such Required Removables within ten (10) days after notice from Landlord, provided that in no event shall Tenant be required to remove such Required Removables prior to the expiration or earlier termination of this Sublease Lease or Tenant's right to possession. In addition to Tenant's obligation to remove the Required Removables, Tenant shall repair any damage caused by reason such removal and perform such other work as is reasonably necessary to restore the Premises to a "move in" condition. If Tenant fails to remove any specified Required Removables or to perform any required repairs and restoration within the time period specified above, Landlord, at Tenant's sole cost and expense, may remove, store, sell and/or dispose of a default on the part of SublesseeRequired Removables and perform such required repairs and restoration work. Tenant, the Current Leasehold Improvements, together with any other leasehold improvements made subsequent to the Commencement Date within five (“Future Leasehold Improvements”; the Current Leasehold Improvements and the Future Leasehold Improvements being sometimes collectively referred to herein as the “Leasehold Improvements”)5) days after demand from Landlord, shall automatically become reimburse Landlord for any and all reasonable costs incurred by Landlord in connection with the property of SublessorRequired Removables. In Notwithstanding the event of foregoing, Tenant may request in writing at the time it submits its plans and specifications for an early alteration, addition or improvement, that Landlord advise Tenant whether Landlord will require Tenant to remove, at the termination of this Sublease not due Lease or Tenant's right to possession hereunder, such alteration, addition or improvement, or any particular portion thereof and Landlord shall advise Tenant within fifteen (15) days after receipt of Tenant's request as to whether Landlord will require removal; provided. however, Landlord shall have the fault of Sublesseeright to require Tenant to remove any vault, all such Leasehold Improvements shall be conveyed by Sublessee to Sublessor and Sublessor shall pay to Sublessee the fair market value of the Leasehold Improvements valued as of the date of termination and with fair market value calculated as provided below. In order to effect such conveyance (orstairway, at Sublessor’s option raised floor or structural alterations installed in the event Premises, regardless of a termination for Sublessee’s default, to confirm the ownership of whether Landlord timely notified Tenant that it would require such Leasehold Improvements), Sublessee shall take such actions and execute such documents as Sublessor may reasonably require, including, without limitation, execution of a xxxx of sale for such Leasehold Improvements. If Sublessee fails or refuses to execute such documents or take such actions, Sublessee hereby appoints Sublessor as its attorney-in-fact with authority to execute such documents and take such actions, which appointment is coupled with an interest and is irrevocable. Exhibit Aremoval.

Leasehold Improvements. Subject Prior to the terms of Section 8 below, effective upon the Commencement Date, Sublessor Landlord, at its expense, shall convey to Sublessee ownership of all of the Current Leasehold Improvements located cause those leasehold improvements shown on the Premises and owned by Sublessor as of the Commencement Date. Such conveyance shall be “as is” without representations or warranties of any kind whatsoever, express, implied or statutory. Concurrently with the execution of this Sublease, Sublessor shall execute a xxxx of sale in the form plan attached hereto as Exhibit D (A, prepared by a.i. design, ltd. dated February 28, 1997, to be made to the “Xxxx of Sale”)Premises in a good and workmanlike manner and in accordance with applicable building codes. Such Xxxx improvements shall include installation by Landlord, at Landlord's expense, of Sale water supply and waste loop plumbing with hose connection and pressure reducing valves for the four (4) laser laboratories to be located in the Premises, such water supply and waste loops to be similar to those which Tenant represents are now located in the laboratories at Xxxxx University. Landlord will assist Tenant in acquiring a chiller, pumps and related equipment and parts, all of which materials shall be subject to approval by Tenant. Tenant shall reimburse Landlord for the cost of the chiller, pumps and related equipment and parts upon submission of invoices by Landlord. Upon payment by Tenant, the chiller, pumps and related equipment and parts shall be deemed delivered by Sublessor to Sublessee only upon be the commencement property of this Sublease, and, if this Sublease does not commenceTenant, shall be void ab initio and of no effect. In the event of termination of this Sublease by reason of a default on the part of Sublessee, the Current Leasehold Improvements, together with any other leasehold deemed to be improvements made subsequent by Tenant to the Commencement Date Premises and shall be removed by Tenant at its expense at the end of the Term in accordance with the provisions of Section 9.2 hereof. All aspects of the chillers, pumps and related parts and equipment (“Future Leasehold Improvements”; including, but not limited to the Current Leasehold Improvements capacity and sufficiency of such chillers, pumps and related parts and equipment) shall be the Future Leasehold Improvements being sometimes collectively referred sole responsibility of Tenant and Landlord shall have no responsibility thereof. Landlord, at its expense, will cause its mechanical contractor to herein remove two (2) ventilation hoods and exhaust fans from Tenant's present facility in Warwick, Rhode Island. Landlord shall not be responsible for any damage which may occur to the hoods and/or exhaust fans during such removal or for any repairs or restoration to be made to the Warwick facility as the “Leasehold Improvements”)result of such removal. Landlord, shall automatically become at its expense, will reinstall the hoods and exhaust fans in the Premises as shown in Exhibit A. The hoods and exhaust fans will remain the property of Sublessor. In Tenant at all times and will be removed by Tenant at the event of an early termination of this Sublease not due to the fault of Sublessee, all such Leasehold Improvements shall be conveyed by Sublessee to Sublessor and Sublessor shall pay to Sublessee the fair market value end of the Leasehold Improvements valued as Term, but Tenant shall not be responsible for repairs to or restoration of the date of termination and with fair market value calculated Premises as provided below. In order to effect such conveyance (or, at Sublessor’s option in the event of a termination for Sublessee’s default, to confirm the ownership result of such Leasehold Improvements), Sublessee shall take such actions and execute such documents as Sublessor may reasonably require, including, without limitation, execution of a xxxx of sale for such Leasehold Improvements. If Sublessee fails or refuses to execute such documents or take such actions, Sublessee hereby appoints Sublessor as its attorney-in-fact with authority to execute such documents and take such actions, which appointment is coupled with an interest and is irrevocable. Exhibit Aremoval.

Leasehold Improvements. Subject All improvements in and to the terms of Section 8 belowPremises, effective upon the Commencement Dateincluding any Alterations (collectively, Sublessor shall convey to Sublessee ownership of all of the Current Leasehold Improvements located on the Premises and owned by Sublessor as of the Commencement Date. Such conveyance shall be “as is” without representations or warranties of any kind whatsoever, express, implied or statutory. Concurrently with the execution of this Sublease, Sublessor shall execute a xxxx of sale in the form attached hereto as Exhibit D (the “Xxxx of Sale”). Such Xxxx of Sale shall be deemed delivered by Sublessor to Sublessee only upon the commencement of this Sublease, and, if this Sublease does not commence, shall be void ab initio and of no effect. In the event of termination of this Sublease by reason of a default on the part of Sublessee, the Current Leasehold Improvements, together with any other leasehold improvements made subsequent to the Commencement Date (“Future Leasehold Improvements”; the Current Leasehold Improvements and the Future Leasehold Improvements being sometimes collectively referred to herein as the “Leasehold Improvements”) shall remain upon the Premises at the end of the Term without compensation to Tenant. Landlord, however, by written notice to Tenant at least thirty (30) days prior to the Termination Date, may require Tenant, at its expense, to remove (a) any Cable (defined in Section 9.01) installed by or for the benefit of Tenant, and (b) any Alteration that Landlord has notified Tenant, at the time Tenant requested approval for a proposed Alteration, that such Alteration could have to be removed (collectively referred to as “Required Removables”). Notwithstanding anything to the contrary contained herein, except for Cable and for those items listed on Exhibit L hereto, which shall automatically become be removed by Tenant at the property of Sublessor. In the event of an early expiration or earlier termination of this Sublease not due Lease, none of the Initial Alterations (as defined in Exhibit C) shall be deemed to be Required Removables or required to be removed by Tenant on or before the Termination Date. Subject to the fault of Sublesseepreceding sentence, all such Leasehold Improvements Required Removables shall be conveyed by Sublessee to Sublessor and Sublessor shall pay to Sublessee the fair market value of the Leasehold Improvements valued as of the date of termination and with fair market value calculated as provided below. In order to effect such conveyance (or, at Sublessor’s option in the event of a termination for Sublessee’s default, to confirm the ownership of such Leasehold Improvements), Sublessee shall take such actions and execute such documents as Sublessor may reasonably require, includinginclude, without limitation, execution internal stairways, raised floors, personal restrooms and showers, vaults, rolling file systems and structural alterations and modifications. The designated Required Removables shall be removed by Tenant before the Termination Date. Tenant shall repair damage caused by the installation or removal of Required Removables. If Tenant fails to perform its obligations in a xxxx timely manner, Landlord may perform such work and in such event Tenant shall reimburse Landlord within thirty (30) days of sale invoice for Landlord’s reasonable out-of-pocket costs for such Leasehold Improvementswork. If Sublessee fails Tenant, at the time it requests approval for a proposed Alteration, may request in writing that Landlord advise Tenant whether the Alteration or refuses any portion of the Alteration is a Required Removable. Within ten (10) days after receipt of Tenant’s request, Landlord shall advise Tenant in writing as to execute which portions of the Alteration are Required Removables. However, it is agreed that Required Removables shall not include any usual office improvements such documents or take such actionsas gypsum board, Sublessee hereby appoints Sublessor partitions, ceiling grids and tiles, fluorescent lighting panels, Building standard doors and non-glued down carpeting. Notwithstanding the foregoing, Tenant shall not be liable for the removal of any portion of the Initial Alterations, as its attorney-in-fact with authority to execute such documents and take such actions, which appointment that term is coupled with an interest and is irrevocable. defined in Exhibit AC.

Leasehold Improvements. Subject to the terms of Section 8 belowAll leasehold improvements, effective upon the Commencement Datealterations, Sublessor shall convey to Sublessee ownership of all of the Current Leasehold Improvements located on fixtures or permanent drywall partitions made, erected or installed in the Premises by the Tenant, including carpeting and owned by Sublessor as of the Commencement Date. Such conveyance shall be “as is” without representations or warranties of any kind whatsoever, express, implied or statutory. Concurrently with the execution of this Sublease, Sublessor shall execute a xxxx of sale in the form attached hereto as Exhibit D (the “Xxxx of Sale”). Such Xxxx of Sale shall be deemed delivered by Sublessor to Sublessee only upon the commencement of this Sublease, and, if this Sublease does not commencelight fixtures, shall be void ab initio and of no effect. In the event of termination of this Sublease by reason of a default on the part of Sublessee, the Current Leasehold Improvements, together with any other leasehold improvements made subsequent to the Commencement Date (“Future Leasehold Improvements”; the Current Leasehold Improvements and the Future Leasehold Improvements being sometimes collectively referred to herein as the “Leasehold Improvements”), shall automatically become the property of Sublessor. In the event of an early Landlord upon installation or affixation and upon the expiration or other termination of this Sublease not due Lease they shall remain upon and be surrendered with the Premises as part thereof. Notwithstanding the foregoing, (i) the Landlord may, by notice to the fault Tenant, require the removal immediately prior to the end of Sublesseethe Term, at the expense of the Tenant, of all leasehold improvements, alterations, fixtures and partitions installed by or on behalf of the Tenant and the restoration of the Premises, such Leasehold Improvements work to be done by or at the direction of the Landlord, and (ii) if the Tenant is not in default under this Lease it shall, at the end of the Term, have the right to remove its trade fixtures, data communication equipment and cabling, telephone and PBX equipment and cabling, computer equipment and cabling, custom cabinets, furniture and equipment, work stations whether or not bolted, wired or affixed, and non standard light fixtures provided it repairs the damage caused to the Premises by their installation or removal. Any trade fixtures not removed by the Tenant prior to the end of the Term shall thereupon become the property of the Landlord. No trade fixtures, furniture or equipment may be conveyed removed by Sublessee the Tenant from the Premises during the Term unless it is being replaced by similar new furniture or equipment. If the Tenant fails to Sublessor and Sublessor perform any obligation set out in this Section the Landlord shall have the right to perform it, in which case the Tenant shall pay to Sublessee the fair market value Landlord as Additional Rent the costs of such work. The Landlord shall be entitled to all insurance proceeds and expropriation compensation payable with respect to all such leasehold improvements, alterations, fixtures and partitions whether such proceeds or compensation is payable or paid before or after the end of the Leasehold Improvements valued as of the date of termination and with fair market value calculated as provided below. In order to effect such conveyance (or, at Sublessor’s option in the event of a termination for Sublessee’s default, to confirm the ownership of such Leasehold Improvements), Sublessee shall take such actions and execute such documents as Sublessor may reasonably require, including, without limitation, execution of a xxxx of sale for such Leasehold Improvements. If Sublessee fails or refuses to execute such documents or take such actions, Sublessee hereby appoints Sublessor as its attorney-in-fact with authority to execute such documents and take such actions, which appointment is coupled with an interest and is irrevocable. Exhibit ATerm.

Leasehold Improvements. Subject All improvements in and to the Premises, including any Alterations (as defined in Section 9.03) (collectively, “Leasehold Improvements”) shall remain upon the Premises at the end of the Term without compensation to Tenant, provided that Tenant, at its expense, shall remove any Cable (defined in Section 9.01 below). Landlord, however, except as specifically set forth below, by written notice to Tenant at least 30 days prior to the Termination Date, may require Tenant, at its expense, to remove any Alterations made after the Commencement Date that, in Landlord’s reasonable judgment, are of a nature that would require removal and repair costs that are materially in excess of the removal and repair costs associated with standard office improvements (collectively referred to as “Required Removables”). Notwithstanding the foregoing, subject to Section I.D of the Work Letter, Tenant shall only be required to remove Initial Alterations installed pursuant to the Work Letter to the extent such Initial Alterations are non-typical general office improvements, and only the Required Removables designated by Landlord in accordance with Section I.D of the Work Letter shall be removed by Tenant before the Termination Date. Upon prior written notice to Landlord, Tenant may remain in the Premises for up to five (5) days after the Termination Date for the sole purpose of removing the Required Removables. Tenant’s possession of the Premises during such five (5) day period shall be subject to all of the terms and conditions of this Lease, including the obligation to pay Rent on a per diem basis at the rate in effect for the last month of the Term, provided that if Tenant remains in possession of the Premises after the expiration of such five (5) day period, such occupancy shall be subject to the terms of Section 8 below, effective upon the Commencement Date, Sublessor shall convey to Sublessee ownership of all of the Current Leasehold Improvements located on the Premises and owned by Sublessor as of the Commencement Date. Such conveyance shall be “as is” without representations or warranties of any kind whatsoever, express, implied or statutory. Concurrently with the execution of this Sublease, Sublessor shall execute a xxxx of sale in the form attached hereto as Exhibit D (the “Xxxx of Sale”). Such Xxxx of Sale shall be deemed delivered by Sublessor to Sublessee only upon the commencement of this Sublease, and, if this Sublease does not commence, shall be void ab initio and of no effect. In the event of termination of this Sublease by reason of a default on the part of Sublessee, the Current Leasehold Improvements, together with any other leasehold improvements made subsequent to the Commencement Date (“Future Leasehold Improvements”; the Current Leasehold Improvements and the Future Leasehold Improvements being sometimes collectively referred to herein as the “Leasehold Improvements”), shall automatically become the property of Sublessor. In the event of an early termination of this Sublease not due to the fault of Sublessee, all such Leasehold Improvements shall be conveyed by Sublessee to Sublessor and Sublessor shall pay to Sublessee the fair market value of the Leasehold Improvements valued as of the date of termination and with fair market value calculated as provided 22 below. In order to effect such conveyance (or, at Sublessor’s option in the event of a termination for Sublessee’s default, to confirm the ownership of such Leasehold Improvements), Sublessee Required Removables shall take such actions and execute such documents as Sublessor may reasonably require, includinginclude, without limitation, execution internal stairways, raised floors, personal baths and showers, vaults, rolling file systems and structural alterations and modifications installed by Tenant. Tenant shall repair damage caused by the installation or removal of a xxxx of sale for such Leasehold ImprovementsRequired Removables. If Sublessee Tenant fails to remove any Required Removables or refuses perform related repairs in a timely manner, Landlord may perform such work at Tenant’s expense. Tenant, within thirty (30) days after receipt of an invoice shall reimburse Landlord for the reasonable costs incurred by Landlord in connection with such repair and removal. Notwithstanding the foregoing, Tenant, at the time it requests approval for a proposed Alteration, may request in writing that Landlord advise Tenant whether the Alteration or any portion of the Alteration will be designated as a Required Removable. Within 10 days after receipt of Tenant’s request, Landlord shall advise Tenant in writing as to execute such documents or take such actionswhich portions of the Alteration will be considered a Required Removables, Sublessee hereby appoints Sublessor as its attorney-in-fact provided that within the last 60 days of the Term, Tenant shall have the right to confirm with authority Landlord in writing that Landlord still requires the Required Removables to execute such documents and take such actions, which appointment is coupled with an interest and is irrevocable. Exhibit Abe removed by Tenant.

Leasehold Improvements. Subject Any and all alterations, additions and improvements to the terms of Section 8 belowPremises, effective all attached furniture, equipment and non-trade fixtures (collectively, "Leasehold Improvements") shall be owned and insured by Landlord and shall remain upon the Commencement DatePremises, Sublessor all without compensation to Tenant. Any unattached and movable equipment or furniture, trade fixtures or other personalty ("Tenant's Property") shall convey be owned and insured by Tenant. Landlord may, nonetheless, at any time within thirty (30) days after the expiration or earlier termination of this Lease or Tenant's right to Sublessee ownership of all of the Current possession, require Tenant to remove any Leasehold Improvements located on performed by or for the Premises benefit of Tenant and owned all electronic, phone and data cabling as are designated by Sublessor as of the Commencement Date. Such conveyance shall be “as is” without representations or warranties of any kind whatsoever, express, implied or statutory. Concurrently with the execution of this Sublease, Sublessor shall execute a xxxx of sale in the form attached hereto as Exhibit D Landlord (the “Xxxx of Sale”). Such Xxxx of Sale shall be deemed delivered by Sublessor to Sublessee only upon the commencement of this Sublease, and, if this Sublease does not commence, shall be void ab initio and of no effect"Required Removables") at Tenant's sole cost. In the event of that Landlord so elects, Tenant shall remove such Required Removables within ten (10) days after notice from Landlord, provided that in no event shall Tenant be required to remove such Required Removables prior to the expiration or earlier termination of this Sublease by reason of a default on the part of Sublessee, the Current Leasehold Improvements, together with any other leasehold improvements made subsequent Lease or Tenant's right to the Commencement Date (“Future Leasehold Improvements”; the Current Leasehold Improvements and the Future Leasehold Improvements being sometimes collectively referred to herein as the “Leasehold Improvements”), shall automatically become the property of Sublessorpossession. In addition to Tenant's obligation to remove the event Required Removables, Tenant shall repair any damage caused by such removal and perform such other work as is reasonably necessary to restore the Premises to a reasonably good condition less normal wear and tear. If Tenant fails to remove the Required Removables after Landlord's request therefor, Landlord may remove, store or dispose of an early termination of this Sublease not due to the fault of SublesseeRequired Removables at Tenant's cost, and repair any damage caused by such removal and Tenant shall pay Landlord as additional Rent hereunder, on demand, all such Leasehold Improvements shall be conveyed by Sublessee to Sublessor and Sublessor shall pay to Sublessee the fair market value of the Leasehold Improvements valued as of the date of termination and with fair market value calculated as provided below. In order to effect such conveyance (or, at Sublessor’s option in the event of a termination for Sublessee’s default, to confirm the ownership of such Leasehold Improvements), Sublessee shall take such actions and execute such documents as Sublessor may reasonably require, including, without limitation, execution of a xxxx of sale for such Leasehold Improvements. If Sublessee fails or refuses to execute such documents or take such actions, Sublessee hereby appoints Sublessor as its attorney-in-fact with authority to execute such documents and take such actions, which appointment is coupled with an interest and is irrevocable. Exhibit Acosts.

Leasehold Improvements. Subject All improvements in and to the terms of Section 8 belowPremises, effective upon the Commencement Dateexcluding Tenant’s trade fixtures, Sublessor shall convey to Sublessee ownership of all of the Current Leasehold Improvements located on the Premises and owned by Sublessor as of the Commencement Date. Such conveyance shall be “as is” without representations or warranties of but including any kind whatsoeverAlterations (collectively, express, implied or statutory. Concurrently with the execution of this Sublease, Sublessor shall execute a xxxx of sale in the form attached hereto as Exhibit D (the “Xxxx of Sale”). Such Xxxx of Sale shall be deemed delivered by Sublessor to Sublessee only upon the commencement of this Sublease, and, if this Sublease does not commence, shall be void ab initio and of no effect. In the event of termination of this Sublease by reason of a default on the part of Sublessee, the Current Leasehold Improvements, together with any other leasehold improvements made subsequent to the Commencement Date (“Future Leasehold Improvements”; the Current Leasehold Improvements and the Future Leasehold Improvements being sometimes collectively referred to herein as the “Leasehold Improvements”)) shall remain upon the Premises at the end of the Term without compensation to Tenant. Landlord, shall automatically become the property of Sublessor. In the event of an early termination of this Sublease not due however, by written notice to Tenant at least 30 days prior to the fault Termination Date, may require Tenant, at its expense, to remove any Alterations that, in Landlord’s reasonable judgment, are of Sublesseea nature that would require removal and repair costs that are materially in excess of the removal and repair costs associated with standard office improvements, all such Leasehold Improvements and, in addition, Tenant shall be conveyed required to remove any Cable (defined in Section 9.01) installed by Sublessee or for the benefit of Tenant (collectively referred to Sublessor and Sublessor as “Required Removables”). Notwithstanding the foregoing, Tenant shall pay not be required to Sublessee the fair market value remove any portion of the Leasehold Improvements valued Landlord Work shown on the Plans as of the date of termination and with fair market value calculated this Lease, as provided below. In order to effect such conveyance (or, at Sublessor’s option terms are defined in the event of a termination for Sublessee’s default, to confirm the ownership of such Leasehold Improvements), Sublessee Exhibit C. Required Removables shall take such actions and execute such documents as Sublessor may reasonably require, includinginclude, without limitation, execution internal stairways, raised floors, personal baths and showers, vaults, rolling file systems and structural alterations and modifications. The designated Required Removables shall be removed by Tenant before the Termination Date. Tenant shall repair damage caused by the installation or removal of a xxxx of sale for such Leasehold ImprovementsRequired Removables. If Sublessee Tenant fails to perform its obligations in a timely manner, Landlord may perform such work at Tenant’s expense. Tenant, at the time it requests approval for a proposed Alteration, may request in writing that Landlord advise Tenant whether the Alteration or refuses any portion of the Alteration is a Required Removable. Within 10 days after receipt of Tenant’s request for Landlord’s consent to execute any Alteration, Landlord shall advise Tenant in writing as to which portions of the Alteration are Required Removables. However, it is agreed that Required Removables shall not include any usual office improvements such documents or take such actionsas gypsum board, Sublessee hereby appoints Sublessor as its attorneypartitions, ceiling grids and tiles, fluorescent lighting panels, Building standard doors and non-in-fact with authority to execute such documents and take such actions, which appointment is coupled with an interest and is irrevocable. Exhibit Aglued down carpeting.

Leasehold Improvements. Subject All improvements to the terms of Section 8 Premises other than Tenant’s personal property, the Required Removables (defined below) and trade fixtures (collectively, effective “Leasehold Improvements”) shall be owned by Landlord and shall remain upon the Commencement Premises without compensation to Tenant. However, Landlord, by ZYMOGENETICS 1144 EASTLAKE LEASE PAGE 14 FEBRUARY 29, 2008 written notice to Tenant within 30 days prior to the Termination Date, Sublessor shall convey may require Tenant to Sublessee ownership remove, at Tenant’s expense: (1) Cable (defined below) installed by or for the exclusive benefit of all Tenant and located in the Premises or other portions of the Current Premises or the Property; and (2) any Leasehold Improvements located on that are performed by or for the Premises benefit of Tenant and, in Landlord’s reasonable judgment, are of a nature that would require removal and owned by Sublessor repair costs that are materially in excess of the removal and repair costs associated with standard office improvements (collectively referred to as “Required Removables”). Without limitation, it is agreed that Required Removables include internal stairways, raised floors, personal baths and showers, vaults, rolling file systems and structural alterations and modifications of any type. Notwithstanding the foregoing, under no circumstances will Tenant be required to remove any Cable (defined below) or any improvement present at the Property as of the Commencement Date. Such conveyance The Required Removables designated by Landlord shall be “removed by Tenant before the Termination Date. Tenant shall repair damage caused by the installation or removal of Required Removables. If Tenant fails to remove any Required Removables or perform related repairs in a timely manner, Landlord, at Tenant’s expense, may remove and dispose of the Required Removables and perform the required repairs. Tenant, within 30 days after receipt of an invoice, shall reimburse Landlord for the reasonable costs incurred by Landlord. Notwithstanding the foregoing, Tenant, at the time it requests approval for a proposed Alteration (defined below), may request in writing that Landlord advise Tenant whether the Alteration or any portion of the Alteration will be designated as is” without representations or warranties a Required Removable. Within 10 days after receipt of any kind whatsoeverTenant’s request, expressLandlord shall advise Tenant in writing as to which portions of the Alteration, implied or statutory. Concurrently with if any, will be considered to be Required Removables, and if Landlord does not respond within such 10 day period, such Alterations will not be considered Required Removables (and, in such event, Landlord shall not have the execution right under the second sentence of this Sublease, Sublessor shall execute a xxxx of sale in the form attached hereto as Exhibit D (the “Xxxx of Sale”Section to later require Tenant to remove such Alterations). Such Xxxx of Sale shall be deemed delivered by Sublessor to Sublessee only upon the commencement of this Sublease, and, if this Sublease does not commence, shall be void ab initio and of no effect. In the event of termination of this Sublease by reason of a default on the part of Sublessee, the Current Leasehold Improvements, together with any other leasehold improvements made subsequent to the Commencement Date (“Future Leasehold Improvements”; the Current Leasehold Improvements and the Future Leasehold Improvements being sometimes collectively referred to herein as the “Leasehold Improvements”), shall automatically become the property of Sublessor. In the event of an early termination of this Sublease not due to the fault of Sublessee, all such Leasehold Improvements shall be conveyed by Sublessee to Sublessor and Sublessor shall pay to Sublessee the fair market value of the Leasehold Improvements valued as of the date of termination and with fair market value calculated as provided below. In order to effect such conveyance (or, at Sublessor’s option in the event of a termination for Sublessee’s default, to confirm the ownership of such Leasehold Improvements), Sublessee shall take such actions and execute such documents as Sublessor may reasonably require, including, without limitation, execution of a xxxx of sale for such Leasehold Improvements. If Sublessee fails or refuses to execute such documents or take such actions, Sublessee hereby appoints Sublessor as its attorney-in-fact with authority to execute such documents and take such actions, which appointment is coupled with an interest and is irrevocable. Exhibit A.

Leasehold Improvements. Subject to Any trade fixtures, unattached and movable equipment or furniture, or other personalty brought into the Premises by Tenant ("Tenant's Property") shall be owned and insured by Tenant. Tenant shall remove all such Tenant's Property from the Premises in accordance with the terms of Section 8 belowArticle XXXV hereof. Any and all alterations, effective additions and improvements to the Premises, including any built-in furniture (collectively, "Leasehold Improvements") shall be owned and insured by Landlord and shall remain upon the Commencement DatePremises, Sublessor shall convey all without compensation, allowance or credit to Sublessee ownership Tenant. Landlord may, nonetheless, at any time within six (6) months after the expiration or earlier termination of all of the Current this Lease or Tenant's right to possession, require Tenant to remove any Leasehold Improvements located on performed by or for the Premises benefit of Tenant and owned all electronic, phone and data cabling as are designated by Sublessor as of the Commencement Date. Such conveyance shall be “as is” without representations or warranties of any kind whatsoever, express, implied or statutory. Concurrently with the execution of this Sublease, Sublessor shall execute a xxxx of sale in the form attached hereto as Exhibit D Landlord (the “Xxxx of Sale”). Such Xxxx of Sale shall be deemed delivered by Sublessor to Sublessee only upon the commencement of this Sublease, and, if this Sublease does not commence, shall be void ab initio and of no effect"Required Removables") at Tenant's sole cost. In the event of that Landlord so elects, Tenant shall remove such Required Removables within ten (10) days after notice from Landlord, provided that in no event shall Tenant be required to remove such Required Removables prior to the expiration or earlier termination of this Sublease Lease or Tenant's right to possession. In addition to Tenant's obligation to remove the Required Removables, Tenant shall repair any damage caused by reason such removal and perform such other work as is reasonably necessary to restore the Premises to a "move in" condition. If Tenant fails to remove any specified Required Removables or to perform any required repairs and restoration within the time period specified above, Landlord, at Tenant's sole cost and expense, may remove, store, sell and/or dispose of a default on the part of SublesseeRequired Removables and perform such required repairs and restoration work. Tenant, the Current Leasehold Improvements, together with any other leasehold improvements made subsequent to the Commencement Date within five (“Future Leasehold Improvements”; the Current Leasehold Improvements and the Future Leasehold Improvements being sometimes collectively referred to herein as the “Leasehold Improvements”)5) days after demand from Landlord, shall automatically become reimburse Landlord for any and all reasonable costs incurred by Landlord in connection with the property of Sublessor. In the event of an early termination of this Sublease not due to the fault of Sublessee, all such Leasehold Improvements shall be conveyed by Sublessee to Sublessor and Sublessor shall pay to Sublessee the fair market value of the Leasehold Improvements valued as of the date of termination and with fair market value calculated as provided below. In order to effect such conveyance (or, at Sublessor’s option in the event of a termination for Sublessee’s default, to confirm the ownership of such Leasehold Improvements), Sublessee shall take such actions and execute such documents as Sublessor may reasonably require, including, without limitation, execution of a xxxx of sale for such Leasehold Improvements. If Sublessee fails or refuses to execute such documents or take such actions, Sublessee hereby appoints Sublessor as its attorney-in-fact with authority to execute such documents and take such actions, which appointment is coupled with an interest and is irrevocable. Exhibit ARequired Removables.

Leasehold Improvements. Subject All improvements in and to the terms of Section 8 below, effective upon the Commencement Date, Sublessor shall convey to Sublessee ownership of all of the Current Leasehold Improvements located on the Premises and owned by Sublessor as of the Commencement Date. Such conveyance shall be “as is” without representations or warranties of any kind whatsoever, express, implied or statutory. Concurrently with the execution of this Sublease, Sublessor shall execute a xxxx of sale in the form attached hereto as Exhibit D (the “Xxxx of Sale”). Such Xxxx of Sale shall be deemed delivered by Sublessor to Sublessee only upon the commencement of this Sublease, and, if this Sublease does not commence, shall be void ab initio and of no effect. In the event of termination of this Sublease by reason of a default on the part of Sublessee, the Current Leasehold Improvements, together with any other leasehold improvements made subsequent to the Commencement Date (“Future Leasehold Improvements”; the Current Leasehold Improvements and the Future Leasehold Improvements being sometimes collectively referred to herein as the “Leasehold Improvements”), shall automatically become the property of Sublessor. In the event of an early termination of this Sublease not due to the fault of Sublessee, all such Leasehold Improvements shall be conveyed by Sublessee to Sublessor and Sublessor shall pay to Sublessee the fair market value of the Leasehold Improvements valued as of the date of termination and with fair market value calculated as provided below. In order to effect such conveyance (or, at Sublessor’s option in the event of a termination for Sublessee’s default, to confirm the ownership of such Leasehold Improvements), Sublessee shall take such actions and execute such documents as Sublessor may reasonably requirePremises, including, without limitation, execution standard installed lab equipment and any Alterations (defined in Section 9.03) (collectively, "LEASEHOLD IMPROVEMENTS") shall remain upon the Premises at the end of the Term without compensation to Tenant, provided that Tenant, at its expense, in compliance with the National Electric Code or other applicable Law, shall remove any Cable (defined in Section 9.01 below). In addition, Landlord, by written notice to Tenant at least 30 days prior to the Termination Date, may require Tenant, at its expense, to remove any Alterations that, in Landlord's reasonable judgment, are of a xxxx nature that would require removal and repair costs that are materially in excess of sale for the removal and repair costs associated with standard office or laboratory improvements (the Cable and such Leasehold Improvementsother items collectively are referred to as "REQUIRED REMOVABLES"). Required Removables shall include, without limitation, internal stairways, raised floors, personal baths and showers, vaults, rolling file systems and structural alterations and modifications. The Required Removables shall be removed by Tenant before the Termination Date. Tenant shall repair damage caused by the installation or removal of Required Removables. If Sublessee Tenant fails to perform its obligations in a timely manner, Landlord may perform such work at Tenant's expense. Tenant, at the time it requests approval for a proposed Alteration, including any Initial Office Alterations or refuses Initial Lab Alterations, as such terms may be defined in the Work Letter attached as EXHIBIT C, may request in writing that Landlord advise Tenant whether the Alteration, including any Initial Office Alterations or Initial Lab Alterations, or any portion thereof, is a Required Removable. Within 10 days after receipt of Tenant's request, Landlord shall advise Tenant in writing as to execute which portions of the alteration or other improvements are Required Removables. All specialized equipment, trade fixtures and furnishings not attached to the Premises shall remain the property of Tenant and must be removed by Tenant upon termination or expiration of this Lease. Notwithstanding any provision hereof to the contrary, the following shall constitute personal property of Tenant which shall be removed by Tenant upon termination or expiration of this Lease, absent the express agreement of Landlord and Tenant to the contrary: all moveable personal property, and furniture, furnishings and equipment, such documents as computers, servers, phone system, work stations, power poles, desks, tables, chairs, projectors, and lab equipment such as portable freezers, refrigerators, mixers, centrifuges, biosafety cabinets, cage washers, autoclaves, stirrers, rotors, ovens, incubators, cell sorters, flow Cytometers, microscopes, water baths, unaffixed lab tables, pumps, gas cylinders, and regulators. It is expressly understood and agreed that the following shall become the property of Landlord upon the installation thereof and shall remain on the Premises upon termination or take such actionsexpiration of this Lease: generators, Sublessee hereby appoints Sublessor as its attorney-in-fact with authority to execute such documents fume hoods, and take such actionsaffixed tables, which appointment is coupled with an interest benches and is irrevocable. Exhibit Acabinets (except for biosafety cabinets).

Leasehold Improvements. Subject Attached to this Lease as Exhibit D are either: (a) the preliminary specifications for the improvements to be made to the terms Initial Leased Premises ("Improvements"); or (b) a tenant improvement allowance for such Improvements. To the extent Exhibit D simply sets forth a tenant improvement allowance for such Improvements, Landlord and Tenant agree that, promptly following the parties' execution of Section 8 belowthis Lease, effective upon they will meet to develop approved preliminary specifications for the Commencement Date, Sublessor shall convey to Sublessee ownership of all Improvements. Once Landlord and Tenant have approved preliminary specifications (either by the initial attachment of the Current Leasehold Improvements located on the Premises and owned by Sublessor same hereto as Exhibit D or as a product of the Commencement Date. Such conveyance shall be “as is” without representations or warranties of any kind whatsoever, express, implied or statutory. Concurrently with their meeting promptly following the execution of this SubleaseLease), Sublessor shall execute Landlord will proceed with the preparation of the final architectural and engineering drawings, plans and specifications for the Improvements. Once those drawings, plans and specifications are completed, Landlord will deliver a xxxx of sale in the form attached hereto as full set thereof to Tenant for its review and approval. The approved final drawings, plans and specifications ("Final Plans") are incorporated herein by this reference. If Exhibit D simply sets forth a tenant improvement allowance number and if the cost of constructing the Improvements in accordance with the approved Final Plans (as determined by Landlord's general contractor) exceeds the “Xxxx amount of Sale”)such tenant improvement allowance, and if, following Tenant's receipt of written notice from Landlord of the amount of such excess costs and Tenant nonetheless authorizes Landlord to proceed to incur such excess costs, then, in such event, Tenant will pay any such excess costs upon completion of said improvements and within ten days after Landlord's written demand for the payment thereof. Such Xxxx If, following the approval of Sale shall the Final Plans, Tenant expresses a desire to make any revisions thereto, Tenant will so notify Landlord and Landlord will then ask its general contractor to prepare a cost estimate for the making of such changes. Landlord will promptly notify Tenant of any increased costs or savings resulting from such changes and Tenant will have the right to require Landlord to cause such a change to be deemed delivered by Sublessor to Sublessee only upon the commencement of this Sublease, and, if this Sublease does not commence, shall be void ab initio and of no effect. In the event of termination of this Sublease by reason of a default on the part of Sublessee, the Current Leasehold Improvements, together with any other leasehold improvements made subsequent to the Commencement Date (“Future Leasehold Improvements”Final Plans; provided, however, that such changes will not unreasonably affect the Current Leasehold Improvements and the Future Leasehold Improvements being sometimes collectively referred to herein as the “Leasehold Improvements”), shall automatically become the property of Sublessor. In the event of an early termination of this Sublease not due to the fault of Sublessee, all such Leasehold Improvements shall be conveyed by Sublessee to Sublessor and Sublessor shall pay to Sublessee the fair market structural integrity or value of the Leasehold Improvements valued as Building. If the aggregate of all such changes results in a net increase in the cost of the date construction of termination and the Improvements, (net of any savings), then Tenant will pay such net increase to Landlord within 10 business days after Landlord's written demand for the payment thereof. Landlord will cause the Improvements to be constructed in accordance with fair market value calculated as provided belowthe Final Plans. In order Landlord will use its best efforts to effect such conveyance (or, at Sublessor’s option substantially complete construction of the Improvements on or before the targeted Commencement Date set forth in the event Lease Summary, subject to delays caused by the occurrence of a termination for Sublessee’s default, to confirm the ownership of such Leasehold Improvements), Sublessee shall take such actions and execute such documents as Sublessor may reasonably requireevents beyond its reasonable control, including, without limitation, labor troubles, inability to procure materials, restrictive governmental laws and pronouncements, acts of God, unseasonable weather, Tenant's failure to timely respond to any matter submitted for its review and Tenant's requested change orders ("Delay Events"). The establishment of the substantial completion date referred in the immediately preceding sentence is predicated upon the various Milestone Dates referred to in Exhibit D being met in a timely manner with respect to the preparation, submission and approval of all preliminary specifications and Final Plans. Tenant agrees that it will review and either approve or specify its objections to any documents or drawings submitted to it for its review and approval hereunder within five business days after its receipt of the same. If Landlord's inability to substantially complete the Improvements on or before the targeted Commencement Date set forth in the Lease Summary is attributable to any Delay Event (other than those tenant-caused delays referred to in the immediately succeeding sentence), then the Commencement Date will be deferred by the number of days of the delay in substantially completing the Improvements which is caused by the occurrence of any such Delay Events. If Landlord is unable to substantially complete construction of improvements on or before the date which is 120 days after both parties' execution of the Lease, for any reason other than the occurrence of a xxxx Delay Event, then Tenant will thereafter have the right for 30 days after the expiration of sale such 120 day period to terminate this Lease by delivery of written notice to such effect to Landlord. Notwithstanding anything to the contrary contained herein, if Landlord's inability to substantially complete the improvements on or before the targeted Commencement Date set forth in the Lease Summary is attributable to Tenant-caused delays (including, without limitation, Tenant's failure to timely respond to any manner submitted for such Leasehold Improvementsits review, delays caused by Tenant's requested change orders, as verified by Landlord's general contractor, or Tenant's failure to meet the Milestone Dates referred to in the Lease Summary), then the Commencement Date will remain as set forth in Exhibit F, notwithstanding the fact that the Improvements are not yet substantially completed, and Tenant will, from and after the Commencement Date, have an obligation to pay Base Rent, Estimated Operating Expense Payments and perform all of its other obligations and duties hereunder. If Sublessee fails For the purposes of this Lease, the Improvements will be deemed substantially completed on the earlier of the date on which Tenant occupies the Leased Premises or refuses to execute such documents the date on which a temporary or take such actions, Sublessee hereby appoints Sublessor as its attorney-in-fact with authority to execute such documents and take such actions, which appointment permanent certificate of occupancy for the Improvements is coupled with an interest and is irrevocableissued by the appropriate governmental authority. Exhibit ALandlord will be responsible for securing a certificate of occupancy for the improvements from the appropriate governmental authority.

Leasehold Improvements. Subject Landlord agrees to construct and install the terms Leasehold Improvements (herein so called) which are generally described in preliminary drawings and design criteria attached hereto as Exhibit “B” and made a part hereof. Immediately after the execution hereof Landlord and Tenant will cooperate with one another to prepare final plans and specifications for the construction and installation of Section 8 belowthe Leasehold Improvements. Such final plans and specifications, effective upon when approved in writing by Landlord and Tenant, shall be attached to this Lease as Exhibit “B-x” and shall become a part hereof. No failure or refusal on the part of Tenant to approve final plans and specifications within a reasonable time after the execution hereof shall render this Lease void or voidable nor shall it delay the Commencement Date set forth in paragraph l(d) hereof. No delay caused by Tenant during the construction or installation of the Leasehold Improvements shall delay the Commencement Date of this Lease from what it would have been had such delay not occurred. Landlord shall, at its sole cost, procure all building and other permits required for the construction of the Leasehold Improvements as contemplated by this paragraph 5, and Landlord shall pay all mitigation fees, impact fees, tap-in and connection fees or other fees assessed against Landlord incidental to such construction. Landlord and Tenant acknowledge that the Landlord has computed the Basic Rental by budgeting an allowance of $238,710.12 (the “Allowance”) for Interior Tenant Improvements (herein so called) to be constructed within the Building. Both parties acknowledge that the Allowance is not a firm budget nor a final estimate of costs. Should the total cost of the Interior Tenant Improvements exceed the Allowance, the annual Basic Rental shall be automatically increased by an amount equal to 10% of such excess. Similarly, should the total cost of the interior Tenant Improvements be less than the Allowance, the annual Basic Rental shall be automatically decreased by an amount equal to 10% of such savings. Within a reasonable time following the Commencement Date, Sublessor shall convey to Sublessee ownership of all of the Current Leasehold Improvements located on the Premises Landlord and owned by Sublessor as of the Commencement Date. Such conveyance shall be “as is” without representations or warranties of any kind whatsoever, express, implied or statutory. Concurrently with the execution of this Sublease, Sublessor Tenant shall execute a xxxx of sale in an amendment to this Lease setting forth the form attached hereto as Exhibit D (the “Xxxx of Sale”). Such Xxxx of Sale shall be deemed delivered by Sublessor to Sublessee only upon the commencement of this Sublease, andfinal annual Basic Rental and monthly Basic Rental resulting from any increases or decreases, if this Sublease does not commenceany, shall be void ab initio and of no effect. In the event of termination of this Sublease by reason of a default on the part of Sublessee, the Current Leasehold Improvements, together with any other leasehold improvements made subsequent to the Commencement Date (“Future Leasehold Improvements”; the Current Leasehold Improvements and the Future Leasehold Improvements being sometimes collectively referred to herein as the “Leasehold Improvements”), shall automatically become the property of Sublessor. In the event of an early termination of this Sublease not due to the fault of Sublessee, all such Leasehold Improvements shall be conveyed by Sublessee to Sublessor and Sublessor shall pay to Sublessee the fair market value of the Leasehold Improvements valued as of the date of termination and with fair market value calculated as provided below. In order to effect such conveyance (or, at Sublessor’s option in the event of a termination for Sublessee’s default, to confirm the ownership of such Leasehold Improvements), Sublessee shall take such actions and execute such documents as Sublessor may reasonably require, including, without limitation, execution of a xxxx of sale for such Leasehold Improvements. If Sublessee fails or refuses to execute such documents or take such actions, Sublessee hereby appoints Sublessor as its attorney-in-fact with authority to execute such documents and take such actions, which appointment is coupled with an interest and is irrevocable. Exhibit Aset forth above.

Leasehold Improvements. Subject Except as otherwise provided, Landlord shall, at its expense, complete the improvements/modifications at Building 60 as shown on the plans and specifications as submitted by the Spectrum Design Group’s dated January 5, 2007, of which the design specifications and finishes shall be similarly consistent with such finishes as outlined in the previously submitted drawings dated September 1, 2006. Landlord shall perform any other work, requested by Tenant, at Tenant’s sole cost and expense. Additionally, Landlord shall provide Tenant with an Allowance (“Landlord Allowance”) in the amount of $60,000.00, which will be utilized by Tenant to offset design and relocation expenses associated for the terms renovations to and their physical move into 60 Corporate Wxxxx (the “Costs”). Tenant will submit to Landlord copies of Section 8 belowpaid invoices for such Costs on a monthly basis and, effective upon the Commencement Datewithin five (5) business days from their receipt thereof, Sublessor Landlord shall convey to Sublessee ownership of all reimburse Tenant for said costs. Landlord’s Allowance shall be available for Tenant’s use until December 31, 2008 after which date any unused portion of the Current Leasehold Improvements located on Allowance shall be forfeited by Tenant.” Tenant covenants and agrees that upon expiration of the term of this Lease, including any extension thereof, Tenant, at the election of Landlord, will remove all tenant improvements other than those which are part of the Work, and return the Premises and owned by Sublessor to Landlord in the same condition as of the Commencement Date, except for reasonable wear and tear and occurrences pursuant to Sections 13 and 14 hereof. Such conveyance shall be “as is” without representations or warranties of any kind whatsoever, express, implied or statutory. Concurrently with Landlord agrees to exercise such election by notifying Tenant in writing 90 days prior to the execution expiration of this SubleaseLease, Sublessor shall execute a xxxx of sale in the form attached hereto as Exhibit D (the “Xxxx of Sale”). Such Xxxx of Sale shall be deemed delivered by Sublessor to Sublessee only upon the commencement of this Sublease, andor any extension terms, if this Sublease does not commence, shall be void ab initio and of no effect. In the event of termination of this Sublease by reason of a default on the part of Sublessee, the Current Leasehold Improvements, together with any other leasehold improvements made subsequent to the Commencement Date (“Future Leasehold Improvements”; the Current Leasehold Improvements and the Future Leasehold Improvements being sometimes collectively referred to herein as the “Leasehold Improvements”), shall automatically become the property of Sublessor. In the event of an early termination of this Sublease not due to the fault of Sublessee, all such Leasehold Improvements shall be conveyed by Sublessee to Sublessor and Sublessor shall pay to Sublessee the fair market value of the Leasehold Improvements valued as of the date of termination and with fair market value calculated as provided below. In order to effect such conveyance (or, at Sublessor’s option in the event of a termination for Sublessee’s default, to confirm the ownership of such Leasehold Improvements), Sublessee shall take such actions and execute such documents as Sublessor may reasonably require, including, without limitation, execution of a xxxx of sale for such Leasehold Improvements. If Sublessee fails or refuses to execute such documents or take such actions, Sublessee hereby appoints Sublessor as its attorney-in-fact with authority to execute such documents and take such actions, which appointment is coupled with an interest and is irrevocable. Exhibit Aextended.

Leasehold Improvements. Subject All improvements to the terms of Section 8 belowPremises (collectively, effective "Leasehold Improvements") shall be owned by Landlord and shall remain upon the Commencement Premises without compensation to Tenant. Leasehold Improvements shall not include Tenant's trade fixtures or any of the items listed on EXHIBIT H, which items shall at all times be owned by Tenant. Leasehold Improvements shall not include Tenant's trade fixtures or any of the items listed on EXHIBIT H, which items shall at all times be owned by Tenant. However, Landlord, by written notice to Tenant within 30 days prior to the Termination Date, Sublessor may require Tenant to remove, at Tenant's expense: (1) Cable (defined in Section IX.A) installed by or for the exclusive benefit of Tenant and located in the Premises or other portions of the Project; and (2) any Leasehold Improvements that are performed by or for the benefit of Tenant and, in Landlord's reasonable judgment, are of a nature that would require removal and repair costs that are materially in excess of the removal and repair costs associated with standard improvements to buildings of this kind (collectively referred to as "Required Removables"). Without limitation, it is agreed that Required Removables include internal stairways, raised floors, personal baths and showers, vaults, rolling file systems and structural alterations and modifications of any type. The Required Removables designated by Landlord shall convey be removed by Tenant before the Termination Date, provided that upon prior written notice to Sublessee ownership Landlord, Tenant may remain in the Premises for up to 15 days after the Termination Date for the sole purpose of removing the Required Removables. Tenant's possession of the Premises shall be subject to all of the Current Leasehold Improvements located terms and conditions of this Lease, including the obligation to pay Rent on a per diem basis at the Premises and owned by Sublessor as rate in effect for the last month of the Commencement DateTerm. Such conveyance Tenant shall repair damage caused by the installation or removal of Required Removables. If Tenant fails to remove any Required Removables or perform related repairs in a timely manner, Landlord, at Tenant's expense, may remove and dispose of the Required Removables and perform the required repairs. Tenant, within 30 days after receipt of an invoice, shall reimburse Landlord for the reasonable costs incurred by Landlord. Notwithstanding the foregoing, Tenant, at the time it requests approval for a proposed Alteration (defined in Section IX.C) or the Initial Alterations (defined in EXHIBIT D), may request in writing that Landlord advise Tenant whether the Alteration or the Initial Alterations, or any portion of the Alteration or the Initial Alterations, will be “designated as is” without representations a Required Removable. Within 10 days after receipt of Tenant's request, Landlord shall advise Tenant in writing as to which portions of the Alteration or warranties of any kind whatsoever, express, implied or statutory. Concurrently with the execution of this Sublease, Sublessor shall execute a xxxx of sale in the form attached hereto as Exhibit D (the “Xxxx of Sale”). Such Xxxx of Sale shall be deemed delivered by Sublessor to Sublessee only upon the commencement of this Sublease, andInitial Alterations, if this Sublease does not commenceany, shall will be void ab initio and of no effect. In the event of termination of this Sublease by reason of a default on the part of Sublessee, the Current Leasehold Improvements, together with any other leasehold improvements made subsequent considered to the Commencement Date (“Future Leasehold Improvements”; the Current Leasehold Improvements and the Future Leasehold Improvements being sometimes collectively referred to herein as the “Leasehold Improvements”), shall automatically become the property of Sublessor. In the event of an early termination of this Sublease not due to the fault of Sublessee, all such Leasehold Improvements shall be conveyed by Sublessee to Sublessor and Sublessor shall pay to Sublessee the fair market value of the Leasehold Improvements valued as of the date of termination and with fair market value calculated as provided below. In order to effect such conveyance (or, at Sublessor’s option in the event of a termination for Sublessee’s default, to confirm the ownership of such Leasehold Improvements), Sublessee shall take such actions and execute such documents as Sublessor may reasonably require, including, without limitation, execution of a xxxx of sale for such Leasehold Improvements. If Sublessee fails or refuses to execute such documents or take such actions, Sublessee hereby appoints Sublessor as its attorney-in-fact with authority to execute such documents and take such actions, which appointment is coupled with an interest and is irrevocable. Exhibit ARequired Removables.

Leasehold Improvements. Subject (a) Landlord agrees to cause to be performed, at Landlord’s sole cost and expense, the terms of Section 8 below, effective upon the Commencement Date, Sublessor shall convey to Sublessee ownership of all of the Current Leasehold Improvements located work more particularly described in Exhibit “B” and based on the Premises mutually approved plans and owned by Sublessor as of the Commencement Date. Such conveyance shall be specifications dated (“as is” without representations or warranties of any kind whatsoever, express, implied or statutory. Concurrently with the execution of this Sublease, Sublessor shall execute a xxxx of sale in the form attached hereto as Exhibit D (the “Xxxx of SaleLandlord’s Base Building Work”). Such Xxxx of Sale In addition, Landlord agrees to cause to be performed the work more particularly described in “Exhibit B-1” attached hereto and made a part hereof (“Landlord’s TIA Work”) subject to “Landlord’s Work Cost Threshold” as hereinafter described. Both Landlord’s Base Building Work and Landlord’s TIA Work shall be deemed delivered performed by Sublessor Landlord’s contractor in a lien-free, good and workmanlike manner. Though included in Landlord’s TIA Work and to Sublessee only upon the commencement of this Subleasebe performed by Landlord’s contractor, andall costs approved by Tenant in advance and in writing related to data, if this Sublease does not commence, cabling and security shall be void ab initio borne by Tenant. Landlord and of no effect. In the event of termination of this Sublease by reason of a default on the part of SublesseeTenant acknowledge and agree that Landlord’s TIA Work, the Current Leasehold Improvements, together with any other leasehold improvements made subsequent to the Commencement Date (“Future Leasehold Improvements”; the Current Leasehold Improvements and the Future Leasehold Improvements being sometimes collectively referred to herein as the “Leasehold Improvements”), shall automatically become the property of Sublessor. In the event of an early termination of this Sublease not due to the fault of Sublessee, all such Leasehold Improvements shall be conveyed by Sublessee to Sublessor and Sublessor shall pay to Sublessee the fair market value of the Leasehold Improvements valued same has been projected as of the date of termination this Lease, is expected to cost (exclusive of architectural and with fair market value calculated as provided below. In order to effect such conveyance engineering fees and the costs of demolition (or, at Sublessor’s option in including removal of the event of a termination for Sublessee’s default, to confirm the ownership of such Leasehold Improvementsmezzanine), Sublessee construction of the stairway and repair or replacement of windows and blinds, all of which shall take such actions be borne solely by Landlord as part of Landlord’s Base Building Work and execute such documents as Sublessor may reasonably requireshall not be counted against Landlord’s Work Cost Threshold) no more than Eight Hundred Seventy-One Thousand Four Hundred and 00/100 Dollars ($871,400.00) ($40.00 per square foot of Premises Usable Area) (“Landlord’s Work Cost Threshold”). Subject to Section 34(b), including, without limitation, execution of a xxxx of sale for such Leasehold Improvements. If Sublessee fails or refuses to execute such documents or take such actions, Sublessee hereby appoints Sublessor as its attorneyany Excess Costs over and above Landlord’s Work Cost Threshold shall be borne equally (50-in-fact with authority to execute such documents 50) by Landlord and take such actions, which appointment is coupled with an interest and is irrevocable. Exhibit ATenant.

Leasehold Improvements. Subject 9.1 The Leased Premises will be taken by the Lessee "as is", which means that all costs incurred to build or make modifications to the terms of Section 8 below, effective upon the Commencement Date, Sublessor shall convey to Sublessee ownership of all Leased Premises will be taken out of the Current Allowance described below save and except for the construction of the demising wallsthe structure of the internal staircase, the build over of stairwells not required, the walls of the vestibule, and the access control, video surveillance, fire alarm and centralized control for the HVAC systems described in Schedule B which shall be the Lessor's responsibility at Lessor's cost. The Lessor will provide four hundred fifty thousand dollars ($450,000.00) (the "ALLOWANCE") to the Lessee for the construction of Lessee's leasehold improvements in accordance with the building standards described in Schedule B annexed hereto or to a standard agreed upon by both Lessor and Lessee (the "LEASEHOLD IMPROVEMENTS"). The Lessor warrants that, as part of the Leasehold Improvements, the Lessee will be able to install an electrical entrance of 400 amperes at 600 volts, 3-phase. The Allowance will also be used to cover all the costs to be incurred for the relocation of the entrance door currently located between axis 5 and 6 to between axis 6 and 7, which costs are estimated at eight thousand five hundred dollars ($8,500.00). All costs incurred for Leasehold Improvements located on above the Premises and owned Allowance shall be paid by Sublessor as the Lessee to the Lessor immediately upon presentation of the Commencement Datebills. Such conveyance shall be “as is” without representations or warranties of any kind whatsoever, express, implied or statutory. Concurrently with If the execution of this Sublease, Sublessor shall execute a xxxx of sale in the form attached hereto as Exhibit D (the “Xxxx of Sale”). Such Xxxx of Sale shall be deemed delivered by Sublessor to Sublessee only upon the commencement of this Sublease, and, if this Sublease Lessee does not commencepay or give notice of objection within ten (10) days of their receipt the bills demonstrating the additional amount to be paid by the Lessee to the Lessor above the Allowance, the Lessor shall be void ab initio and of no effecthave the right to institute the appropriate legal proceedings to cancel the Offer or the Lease. In the event case of termination the Lessee giving notice of this Sublease objection, once satisfactory explanations have been provided by reason of a default on the part of SublesseeLessor, the Current Leasehold Improvements, together with any other leasehold improvements made subsequent Lessee must pay them within ten (10) days of their receipt the bills demonstrating the additional amount to be paid by the Lessee to the Commencement Date (“Future Leasehold Improvements”; Lessor above the Current Leasehold Improvements and Allowance, the Future Leasehold Improvements being sometimes collectively referred Lessor shall have the right to herein as institute the “Leasehold Improvements”), shall automatically become appropriate legal proceedings to cancel the property of Sublessor. In Offer or the event of an early termination of this Sublease not due to the fault of Sublessee, all such Leasehold Improvements shall be conveyed by Sublessee to Sublessor and Sublessor shall pay to Sublessee the fair market value of the Leasehold Improvements valued as of the date of termination and with fair market value calculated as provided below. In order to effect such conveyance (or, at Sublessor’s option in the event of a termination for Sublessee’s default, to confirm the ownership of such Leasehold Improvements), Sublessee shall take such actions and execute such documents as Sublessor may reasonably require, including, without limitation, execution of a xxxx of sale for such Leasehold Improvements. If Sublessee fails or refuses to execute such documents or take such actions, Sublessee hereby appoints Sublessor as its attorney-in-fact with authority to execute such documents and take such actions, which appointment is coupled with an interest and is irrevocable. Exhibit ALease.

Leasehold Improvements. Subject All improvements in and to the terms of Section 8 belowPremises, effective including any Alterations (collectively, "Leasehold Improvements") shall remain upon the Commencement Date, Sublessor shall convey to Sublessee ownership of all Premises at the end of the Current Leasehold Improvements located on Term without compensation to Tenant, provided that Tenant, at its expense, in compliance with all applicable Laws, shall (a) close up any slab penetrations in the Premises and owned by Sublessor (b) remove Tenant installed Cable (as defined in this Lease), gas/tank lines and any Alterations that, in Landlord's reasonable judgment, are of a nature that would require removal and repair costs that are materially in excess of the Commencement removal and repair costs associated with standard office improvements (such other items collectively are referred to as "Required Removables"). Tenant shall not be required to remove any of the improvements described in Exhibit C. Required Removables shall include, without limitation, internal stairways, raised floors, personal baths and showers, supplemental HVAC units and equipment (however not including HVAC installed for the server room in the Premises), vaults, rolling file systems and structural alterations and modifications. The Tenant installed Cable and Required Removables shall be removed by Tenant within 10 days of the Expiration Date. Such conveyance shall be “as is” without representations or warranties At least 30 days prior to commencing the removal of any kind whatsoeverCable or Required Removables or the closing of any slab penetrations, expressTenant shall notify Landlord of its intention to remove such Cable or Required Removables or effect such closings, implied and provide to Landlord, for its approval, structural or statutory. Concurrently with other drawings describing the execution of this Subleaseproposed removal, Sublessor and if Landlord notifies Tenant within such 30 day period, Tenant shall execute a xxxx of sale in the form attached hereto as Exhibit D (the “Xxxx of Sale”). Such Xxxx of Sale shall be deemed delivered by Sublessor to Sublessee only upon the commencement of this Subleasenot remove such Cable and/or Required Removables and/or close such slab penetrations, and, if this Sublease does not commence, shall be void ab initio and of no effect. In the event of termination of this Sublease by reason of a default on the part of Sublessee, the Current Leasehold Improvements, together with any other leasehold improvements made subsequent to the Commencement Date (“Future Leasehold Improvements”; the Current Leasehold Improvements and the Future Leasehold Improvements being sometimes collectively referred to herein as the “Leasehold Improvements”), Cable and/or Required Removables not so removed shall automatically become the property of Sublessor. In Landlord upon the event of an early Expiration Date or sooner termination of this Sublease not due to the fault Term. Tenant shall repair damage caused by the installation or removal of Sublessee, all such Leasehold Improvements shall be conveyed by Sublessee to Sublessor and Sublessor shall pay to Sublessee the fair market value of the Leasehold Improvements valued as of the date of termination and with fair market value calculated as provided below. In order to effect such conveyance (or, at Sublessor’s option in the event of a termination for Sublessee’s default, to confirm the ownership of such Leasehold Improvements), Sublessee shall take such actions and execute such documents as Sublessor may reasonably require, including, without limitation, execution of a xxxx of sale for such Leasehold Improvementsany Cable or Required Removables. If Sublessee Tenant fails or refuses to execute perform its obligations in a timely manner, Landlord may perform such documents or take such actions, Sublessee hereby appoints Sublessor as its attorney-in-fact with authority to execute such documents and take such actions, which appointment is coupled with an interest and is irrevocable. Exhibit Awork at Tenant's expense.

Leasehold Improvements. Subject Landlord shall make the leasehold improvements to the terms of Section 8 below, effective upon Premises shown on the Commencement Date, Sublessor Plans and Specifications that have been approved by Landlord (the "Work"). Landlord shall convey to Sublessee ownership of all be responsible for the cost of the Current Leasehold Improvements located on the Premises Work, up to THIRTY and owned by Sublessor as 00/100 DOLLARS ($30.00) per rentable square foot of the Commencement Date. Such conveyance Premises, and Tenant shall be “as is” without representations or warranties responsible for all costs of any kind whatsoever, express, implied or statutorycompleting the Work in excess of such amount. Concurrently Landlord and Tenant agree that all materials used in connection with the execution Work shall be of this Subleasea quality at least equal to the quality of materials in Landlord's Building Standard Workletter, Sublessor shall execute a xxxx of sale in the form attached hereto as Exhibit D "B." Within ten (10) business days after receipt of the “Xxxx Plans and Specifications from Tenant, and Landlord's approval thereof, Landlord shall provide Tenant with a leasehold analysis of Sale”)the cost to complete the Work based on the Plans and Specifications. Such Xxxx If the total cost to complete the Work as so determined exceeds THIRTY and 00/100 DOLLARS ($30.00) per rentable square foot of Sale the Premises, then Tenant shall be deemed delivered by Sublessor obligated to Sublessee only pay to Landlord the amount of such excess, which amount shall be paid upon the commencement later to occur of this Sublease, and, if this Sublease does not commence, shall be void ab initio and of no effect. In the event of termination of this Sublease by reason of a default on the part of Sublessee, the Current Leasehold Improvements, together with any other leasehold improvements made subsequent to (i) the Commencement Date or (“Future Leasehold Improvements”; ii) ten (10) business days after Landlord's delivery of an invoice therefor to Tenant. If the Current Leasehold Improvements cost to complete the Work is less than $30.00 per rentable square foot of the Premises, then Landlord shall apply any such excess to the first monthly installment or installments of Base Rent due hereunder. In addition to the foregoing, Landlord shall provide Tenant an allowance of SIX THOUSAND DOLLARS ($6,000.00) to be used for the installation of showers and locker rooms, it being understood that if Tenant does not elect to build the showers and locker rooms, Tenant may apply such affluence to other build out costs. Landlord shall provide and install a back-up generator (the "Generator") that will supply back-up power to the Premises, the portions of the Building's HVAC system that are necessary to allow the Generator to operate Tenant's HVAC system and the Future Leasehold Improvements being sometimes collectively referred fire safety equipment only. Tenant shall provide the reasonable specifications for the Generator to herein Landlord. Landlord shall bear the cost of the Generator, including equipment, material and installation, up to a total cost of One Hundred Forty Thousand Dollars ($140,000). If the total cost, as the “Leasehold Improvements”)outlined above, shall automatically become the property of Sublessor. In the event of an early termination of this Sublease not due to the fault of Sublesseefor such Generator exceeds $140,000, all such Leasehold Improvements then Tenant shall be conveyed by Sublessee to Sublessor responsible for such excess costs and Sublessor shall pay any such amount to Sublessee the fair market value Landlord within ten (10) business days after receipt of the Leasehold Improvements valued as of the date of termination and with fair market value calculated as provided below. In order to effect such conveyance (or, at Sublessor’s option in the event of a termination for Sublessee’s default, to confirm the ownership of such Leasehold Improvements), Sublessee shall take such actions and execute such documents as Sublessor may reasonably require, including, without limitation, execution of a xxxx of sale for such Leasehold Improvements. If Sublessee fails or refuses to execute such documents or take such actions, Sublessee hereby appoints Sublessor as its attorney-in-fact with authority to execute such documents and take such actions, which appointment is coupled with an interest and is irrevocable. Exhibit Arequest therefor.

Leasehold Improvements. Subject All improvements to the terms of Section 8 belowPremises (collectively, effective “Leasehold improvements”) shall he owned by Landlord and shall remain upon the Commencement Premises without compensation to Tenant. However, Landlord, by written notice to Tenant within 30 days prior to the Termination Date, Sublessor may require Tenant to remove, at Tenant’s expense: (1) Cable (defined in Section IX.A) installed by or for the exclusive benefit of Tenant and located in the Premises or other portions of the Building, Campus and/or Project; and (2) any Leasehold Improvements that are performed by or for the benefit of Tenant and, in Landlord’s reasonable judgment, are of a nature that would require removal and repair costs that are materially in excess of the removal and repair costs associated with standard office improvements (collectively referred to as “Required Removables”). Without limitation, it is agreed that Required Removables include internal stairways, raised floors, personal baths and showers, vaults, rolling file systems and structural alterations and modifications of any type. However, it is agreed that Required Removables shall convey not include any usual office improvements such as gypsum board, partitions, ceiling grids and tiles, fluorescent lighting panels, Building standard doors and non-glued down carpeting. The Required Removables designated by Landlord shall be removed by Tenant before the Termination Date, provided that upon prior written notice to Sublessee ownership Landlord, Tenant may remain in the Premises for up to 10 Business Days after the Termination Date for the sole purpose of removing the Required Removables. Tenant’s possession of the Premises shall be subject to all of the Current Leasehold Improvements located terms and conditions of this Lease, including the obligation to pay Rent on a per diem basis at the Premises and owned by Sublessor as rate in effect for the last month of the Commencement DateTerm. Such conveyance Tenant shall be “as is” without representations repair damage caused by the installation or warranties removal of Required Removables. If Tenant fails to remove any kind whatsoeverRequired Removables or perform related repairs in a timely manner, expressLandlord, implied or statutoryat Tenant’s expense, may remove and dispose of the Required Removables and perform the required repairs. Concurrently with the execution Tenant, within 30 days after receipt of this Sublease, Sublessor shall execute a xxxx of sale in the form attached hereto as Exhibit D (the “Xxxx of Sale”). Such Xxxx of Sale shall be deemed delivered by Sublessor to Sublessee only upon the commencement of this Sublease, and, if this Sublease does not commencean invoice, shall be void ab initio reimburse Landlord for the reasonable and of no effectactual costs incurred by Landlord. In Notwithstanding the event of termination of this Sublease by reason of foregoing, Tenant, at the time it requests approval for a default on the part of Sublessee, the Current Leasehold Improvements, together with any other leasehold improvements made subsequent to the Commencement Date proposed Alteration (“Future Leasehold Improvements”; the Current Leasehold Improvements and the Future Leasehold Improvements being sometimes collectively referred to herein as the “Leasehold Improvements”defined in Section IX.C), shall automatically become may request in writing that Landlord advise Tenant whether the property of Sublessor. In the event of an early termination of this Sublease not due to the fault of Sublessee, all such Leasehold Improvements shall be conveyed by Sublessee to Sublessor and Sublessor shall pay to Sublessee the fair market value Alteration or any portion of the Leasehold Improvements valued as of the date of termination and with fair market value calculated as provided below. In order to effect such conveyance (or, at Sublessor’s option in the event of a termination for Sublessee’s default, to confirm the ownership of such Leasehold Improvements), Sublessee shall take such actions and execute such documents as Sublessor may reasonably require, including, without limitation, execution of a xxxx of sale for such Leasehold Improvements. If Sublessee fails or refuses to execute such documents or take such actions, Sublessee hereby appoints Sublessor as its attorney-in-fact with authority to execute such documents and take such actions, which appointment is coupled with an interest and is irrevocable. Exhibit AAlteration will be

Leasehold Improvements. Subject All improvements in and to the terms of Section 8 belowPremises, effective including any Alterations (collectively, "Leasehold Improvements") shall remain upon the Commencement Premises at the end of the Term without compensation to Tenant. Landlord, however, by written notice to Tenant at least 45 days prior to the Termination Date, Sublessor shall convey may require Tenant, at its expense, to Sublessee ownership remove (a) any Cable (defined in Section 9.01) installed by or for the benefit of all Tenant, and (b) any Landlord Work or Alterations that, in Landlord's reasonable judgment, are of a nature that would require removal and repair costs that are materially in excess of the Current Leasehold Improvements located on removal and repair costs associated with standard office improvements (collectively referred to as "Required Removables"). Within 30 days following Landlord's receipt of final, approved Plans (as defined in Exhibit C to this Lease) which Plans are sufficient to obtain all required permits for the Premises and owned by Sublessor as construction of the Commencement Date. Such conveyance Landlord Work, Landlord shall be “as is” without representations or warranties inform Tenant which items of any kind whatsoeverthe Landlord Work, expressif any, implied or statutory. Concurrently with the execution of this Sublease, Sublessor shall execute a xxxx of sale in the form attached hereto as Exhibit D (the “Xxxx of Sale”). Such Xxxx of Sale shall be deemed delivered Required Removables. If Landlord fails to so notify Tenant of the foregoing, such failure shall not be deemed a default by Sublessor Landlord and Tenant may provide to Sublessee only upon the commencement of this Sublease, andLandlord a written request inquiring which items, if this Sublease does not commenceany, of the Landlord Work (as reflected in the Plans) shall be void ab initio deemed Required Removables. Such written request shall conspicuously state in bold and of no effect. In large font the event of termination of this Sublease by reason of a default on following: "IN ACCORDANCE WITH ARTICLE 8 OF THE LEASE, LANDLORD SHALL RESPOND TO THIS NOTICE FROM TENANT WITHIN 30 DAYS FOLLOWING LANDLORD'S RECIEPT HEREOF OR THE LANDLORD WORK SHALL BE DEEMED NOT TO BE REQUIRED REMOVABLES FOR PURPOSES OF THE LEASE." If Tenant's written request strictly complies with the part of Sublesseeterms hereof and if Landlord fails to respond to such Tenant's written request within 30 days following Landlord's receipt thereof, the Current Leasehold Improvements, together with any other leasehold improvements made subsequent to Landlord Work (as reflected in the Commencement Date (“Future Leasehold Improvements”; the Current Leasehold Improvements and the Future Leasehold Improvements being sometimes collectively referred to herein as the “Leasehold Improvements”), shall automatically become the property of Sublessor. In the event of an early termination of this Sublease not due to the fault of Sublessee, all such Leasehold Improvements Plans) shall be conveyed by Sublessee deemed not to Sublessor and Sublessor be Required Removables. Required Removables shall pay to Sublessee the fair market value of the Leasehold Improvements valued as of the date of termination and with fair market value calculated as provided below. In order to effect such conveyance (or, at Sublessor’s option in the event of a termination for Sublessee’s default, to confirm the ownership of such Leasehold Improvements), Sublessee shall take such actions and execute such documents as Sublessor may reasonably require, includinginclude, without limitation, execution internal stairways, raised floors, personal baths and showers, vaults, rolling file systems and structural alterations and modifications. Notwithstanding the foregoing, Tenant shall not be required to remove any portion of a xxxx the Base Building Work as such term is defined in the Work Letter. The designated Required Removables shall be removed by Tenant before the Termination Date. Tenant shall repair damage caused by the installation or removal of sale for such Leasehold ImprovementsRequired Removables. If Sublessee Tenant fails to perform its obligations in a timely manner, Landlord may perform such work at Tenant's expense. Tenant, at the time it requests approval for a proposed Alteration, may request in writing that Landlord advise Tenant whether the Alteration or refuses any portion of the Alteration is a Required Removable. Within 10 days after receipt of Tenant's request, Landlord shall advise Tenant in writing as to execute such documents or take such actions, Sublessee hereby appoints Sublessor as its attorney-in-fact with authority to execute such documents and take such actions, which appointment is coupled with an interest and is irrevocable. Exhibit Aportions of the Alteration are Required Removables.

Leasehold Improvements. Subject All improvements to the terms of Section 8 belowPremises (collectively, effective "Leasehold Improvements") shall be owned by Landlord and shall remain upon the Commencement Premises without compensation to Tenant. However, Landlord, by written notice to Tenant within 30 days prior to the Termination Date, Sublessor shall convey may require Tenant to Sublessee ownership remove, at Tenant's expense: (1) Cable (defined in Section IX.A) installed by or for the exclusive benefit of all Tenant and located in the Premises or other portions of the Current Building; and (2) any Leasehold Improvements located on that are performed by or for the Premises benefit of Tenant and, in Landlord's reasonable judgment, are of a nature that would require removal and owned by Sublessor as repair costs that are materially in excess of the Commencement Date. Such conveyance shall be “as is” without representations or warranties of any kind whatsoever, express, implied or statutory. Concurrently removal and repair costs associated with the execution of this Sublease, Sublessor shall execute a xxxx of sale in the form attached hereto as Exhibit D standard office improvements (the “Xxxx of Sale”). Such Xxxx of Sale shall be deemed delivered by Sublessor to Sublessee only upon the commencement of this Sublease, and, if this Sublease does not commence, shall be void ab initio and of no effect. In the event of termination of this Sublease by reason of a default on the part of Sublessee, the Current Leasehold Improvements, together with any other leasehold improvements made subsequent to the Commencement Date (“Future Leasehold Improvements”; the Current Leasehold Improvements and the Future Leasehold Improvements being sometimes collectively referred to herein as "Required Removables"). Without limitation, it is agreed that Required Removables include internal stairways, raised floors, personal baths and showers, vaults, rolling file systems and structural alterations and modifications of any type. The Required Removables designated by Landlord shall be removed by Tenant before the “Leasehold Improvements”)Termination Date, shall automatically become provided that upon prior written notice to Landlord, Tenant may remain in the property Premises for up to 5 Business Days after the Termination Date for the sole purpose of Sublessorremoving the Required Removables. In addition to the foregoing, in the event of an early termination of this Sublease not due Tenant elects to reallocate the fault of Sublessee, all such Leasehold Improvements shall be conveyed by Sublessee to Sublessor and Sublessor shall pay to Sublessee condenser water among the fair market value floors of the Leasehold Improvements valued Premises as of the date of termination and with fair market value calculated as provided below. In order permitted pursuant to effect such conveyance (orExhibit D-1 attached hereto, at Sublessor’s option then in the event of (i) the termination of this Lease, (ii) a reduction or partial termination for Sublessee’s defaultof all or a part of the Premises, or (iii) a sublease of all or a part of the Premises, Landlord may require Tenant, at Tenant's sole cost and expense, to confirm reallocate the ownership condenser water so that each floor receives its proper pro rata share of chilled water. Any such work required by Landlord shall also be deemed to be a Required Removable for purposes of this Lease and, in the case of a reduction or partial termination of all or a part of the Premises, or of a sublease, such required work shall be performed by Tenant prior to the effective date of such Leasehold Improvementsreduction, partial termination or sublease. Tenant's possession of the Premises shall be subject to all of the terms and conditions of this Lease, including the obligation to pay Rent on a per diem basis at the rate in effect for the last month of the Term. Tenant shall repair damage caused by the installation or removal of Required Removables. If Tenant fails to remove any Required Removables or perform related repairs in a timely manner, Landlord, at Tenant's expense, may remove and dispose of the Required Removables and perform the required repairs. Tenant, within 30 days after receipt of an invoice, shall reimburse Landlord for the reasonable costs incurred by Landlord. Notwithstanding the foregoing, Tenant, at the time it requests approval for a proposed Alteration (defined in Section IX.C), Sublessee or at the time it delivers the final approved Plans for the Landlord Work to Landlord, may request in writing that Landlord advise Tenant whether the Alteration or the Landlord Work, as the case may be, or any portion of the Alteration or the Landlord Work, as the case may be, will be designated as a Required Removable. Within 10 Business Days after receipt of Tenant's request, Landlord shall take such actions and execute such documents advise Tenant in writing as Sublessor to which portions of the Alteration or the Landlord Work, as the case may reasonably requirebe, includingif any, without limitation, execution of a xxxx of sale for such Leasehold Improvements. If Sublessee fails or refuses will be considered to execute such documents or take such actions, Sublessee hereby appoints Sublessor as its attorney-in-fact with authority to execute such documents and take such actions, which appointment is coupled with an interest and is irrevocable. Exhibit Abe Required Removables.

Leasehold Improvements. Subject All improvements in and to the terms of Premises, including any Alterations (defined in Section 8 below9.03) (collectively, effective upon the Commencement Date, Sublessor shall convey to Sublessee ownership of all of the Current Leasehold Improvements located on the Premises and owned by Sublessor as of the Commencement Date. Such conveyance shall be “as is” without representations or warranties of any kind whatsoever, express, implied or statutory. Concurrently with the execution of this Sublease, Sublessor shall execute a xxxx of sale in the form attached hereto as Exhibit D (the “Xxxx of Sale”). Such Xxxx of Sale shall be deemed delivered by Sublessor to Sublessee only upon the commencement of this Sublease, and, if this Sublease does not commence, shall be void ab initio and of no effect. In the event of termination of this Sublease by reason of a default on the part of Sublessee, the Current Leasehold Improvements, together with any other leasehold improvements made subsequent to the Commencement Date (“Future Leasehold Improvements”; the Current Leasehold Improvements and the Future Leasehold Improvements being sometimes collectively referred to herein as the “Leasehold Improvements”), ) shall automatically become remain upon the property of Sublessor. In Premises at the event of an early termination of this Sublease not due to the fault of Sublessee, all such Leasehold Improvements shall be conveyed by Sublessee to Sublessor and Sublessor shall pay to Sublessee the fair market value end of the Leasehold Improvements valued Term without compensation to Tenant. Tenant shall, at its expense, properly label and remove any Cable (defined in Section 9.01 below) installed by Tenant as of the date of termination and with fair market value calculated as provided required by Section 9.03 below. In order addition, Landlord, by written notice to effect such conveyance (orTenant upon approval of Tenant’s plans for construction, may require Tenant, at SublessorTenant’s option expense, to remove any Landlord Work or Alterations that, in the event Landlord’s reasonable judgment, are of a termination for Sublessee’s default, nature that would require removal and repair costs that are materially in excess of the removal and repair costs associated with standard office improvements (the Cable and such other items collectively are referred to confirm the ownership of such Leasehold Improvementsas “Required Removables”), Sublessee . Required Removables shall take such actions and execute such documents as Sublessor may reasonably require, includinginclude, without limitation, execution internal stairways, raised floors, personal baths and showers, vaults, rolling file systems and structural alterations and modifications. The Required Removables shall be removed by Tenant before the Termination Date. Tenant shall repair damage caused by the installation or removal of a xxxx of sale for such Leasehold ImprovementsRequired Removables. If Sublessee Tenant fails to perform its obligations in a timely manner, Landlord may perform such work at Tenant’s expense. Tenant, at the time it requests approval for a proposed Alteration, including any Landlord Work, as such terms may be defined in the Work Letter attached as Exhibit C, may request in writing that Landlord advise Tenant whether the Alteration, including any Landlord Work, or refuses any portion thereof, is a Required Removable. Within 10 days after receipt of Tenant’s request, Landlord shall advise Tenant in writing as to execute such documents which portions of the alteration or take such actionsother improvements are Required Removables. Notwithstanding the foregoing, Sublessee hereby appoints Sublessor as its attorney-in-fact the Landlord agrees that any Cable installed by or for the benefit of Tenant in connection with authority to execute such documents and take such actions, which appointment is coupled with an interest and is irrevocable. Exhibit ATenant’s initial occupancy of the Premises shall not be deemed a Required Removable.

Leasehold Improvements. Subject All improvements to the terms of Section 8 below, effective upon the Commencement Date, Sublessor shall convey to Sublessee ownership of all of the Current Leasehold Improvements located on the Premises and owned by Sublessor as of the Commencement Date. Such conveyance shall be “as is” without representations or warranties of any kind whatsoever, express, implied or statutory. Concurrently with the execution of this Sublease, Sublessor shall execute a xxxx of sale in the form attached hereto as Exhibit D (the “Xxxx of Sale”). Such Xxxx of Sale shall be deemed delivered by Sublessor to Sublessee only upon the commencement of this Sublease, and, if this Sublease does not commence, shall be void ab initio and of no effect. In the event of termination of this Sublease by reason of a default on the part of Sublessee, the Current Leasehold Improvements, together with any other leasehold improvements made subsequent to the Commencement Date (“Future Leasehold Improvements”; the Current Leasehold Improvements and the Future Leasehold Improvements being sometimes collectively referred to herein as the “Leasehold Improvements”), shall automatically become the property of Sublessor. In the event of an early termination of this Sublease not due to the fault of Sublessee, all such Leasehold Improvements shall be conveyed by Sublessee to Sublessor and Sublessor shall pay to Sublessee the fair market value of the Leasehold Improvements valued as of the date of termination and with fair market value calculated as provided below. In order to effect such conveyance (or, at Sublessor’s option in the event of a termination for Sublessee’s default, to confirm the ownership of such Leasehold Improvements), Sublessee shall take such actions and execute such documents as Sublessor may reasonably requirePremises, including, without limitation, execution Alterations, are collectively referred to herein as “Leasehold Improvements.” Tenant shall remove, at Tenant’s expense, the following (collectively referred to as “Required Removables”): (a) Cable installed by or for the exclusive benefit of Tenant and located in the Premises or other portions of the Building; and (b) any or all Leasehold Improvements that are performed by or for the benefit of Tenant. Notwithstanding the foregoing, Landlord may allow Tenant to leave Leasehold Improvements that are, in Landlord’s reasonable judgment, typical office improvements that do not materially increase the removal, repair and/or installation costs of future tenant improvements, all of the foregoing of which shall be owned by Landlord and shall remain at the Premises without compensation to Tenant. Furthermore, Tenant, at the time it requests approval for a xxxx proposed Alteration, may request in writing that Landlord advise Tenant whether the Alteration or any portion of sale for the Alteration will be designated as a Required Removable. Within ten (10) days after receipt of Tenant’s request, Landlord shall advise Tenant in writing as to which portions of the Alteration, if any, will be considered to be Required Removables. By way of illustration and not of limitation, the following items will typically be included as Required Removables: internal stairways, raised floors, rolling file systems, equipment and property permanently affixed to the Premises or the Building systems, building and roof penetrations and structural alterations and modification of any type. If Landlord elects to retain any of the Leasehold Improvements, Tenant covenants that (i) such Leasehold Improvements. If Sublessee fails or refuses Improvements will be surrendered in good condition, free and clear of all liens and encumbrances and (ii) if Cable is to execute such documents or take such actionsbe surrendered, Sublessee hereby appoints Sublessor as its attorney-in-fact with authority to execute such documents it shall be left in safe condition, properly labeled at each end and take such actions, which appointment is coupled with an interest in each telecommunications and/or electrical closet and is irrevocable. Exhibit Ajunction box.

Leasehold Improvements. Subject All improvements to the terms of Section 8 belowPremises (collectively, effective "Leasehold Improvements") shall be owned by Landlord and shall remain upon the Commencement Premises without compensation to Tenant. However, Landlord, by written notice to Tenant within 30 days prior to the Termination Date, Sublessor may require Tenant to remove, at Tenant's expense: (1) Cable (defined in Section IX.A) installed by or for the exclusive benefit of Tenant and located in the Premises or other portions of the Building; and (2) any Leasehold Improvements that are performed by or for the benefit of Tenant and, in Landlord's reasonable judgment, are of a nature that would require removal and repair costs that are materially in excess of the removal and repair costs associated with standard office improvements (collectively referred to as "Required Removables"). Without limitation, it is agreed that Required Removables include internal stairways, raised floors, personal baths and showers, vaults, rolling file systems and structural alterations and structural modifications of any type. The Required Removables designated by Landlord shall convey be removed by Tenant before the Termination Date, provided that upon prior written notice to Sublessee ownership Landlord, Tenant may remain in the Premises for up to 5 days after the Termination Date for the sole purpose of removing the Required Removables. Tenant's possession of the Premises shall be subject to all of the Current Leasehold Improvements located terms and conditions of this Lease, including the obligation to pay Rent on a per diem basis at the Premises and owned by Sublessor as rate in effect for the last month of the Commencement DateTerm. Such conveyance Tenant shall repair damage caused by the installation or removal of Required Removables. If Tenant fails to remove any Required Removables or perform related repairs in a timely manner, Landlord, at Tenant's expense, may remove and dispose of the Required Removables and perform the required repairs. Tenant, within 30 days after receipt of an invoice, shall reimburse Landlord for the reasonable costs incurred by Landlord. Notwithstanding the foregoing, Tenant, at the time it requests approval for a proposed Alteration (defined in Section IX.C), may request in writing that Landlord advise Tenant whether the Alteration or any portion of the Alteration will be “designated as is” without representations or warranties a Required Removable. Within 10 days after receipt of any kind whatsoeverTenant's request, express, implied or statutory. Concurrently with Landlord shall advise Tenant in writing as to which portions of the execution of this Sublease, Sublessor shall execute a xxxx of sale in the form attached hereto as Exhibit D (the “Xxxx of Sale”). Such Xxxx of Sale shall be deemed delivered by Sublessor to Sublessee only upon the commencement of this Sublease, andAlteration, if this Sublease does not commenceany, shall will be void ab initio and of no effectconsidered to be Required Removables. In the event of termination of this Sublease by reason of a default on the part of Sublessee, the Current Leasehold Improvements, together with any other leasehold improvements made subsequent to the Commencement Date (“Future Leasehold Improvements”; the Current Leasehold Improvements and the Future Leasehold Improvements being sometimes collectively referred to herein as the “Leasehold Improvements”), shall automatically become the property of Sublessor. In the event of an early termination of this Sublease not due to the fault of Sublessee, all such Leasehold Improvements shall be conveyed by Sublessee to Sublessor and Sublessor shall pay to Sublessee the fair market value of the Leasehold Improvements valued as of the date of termination and with fair market value calculated as provided below. In order to effect such conveyance (or, at Sublessor’s option in the event of a termination for Sublessee’s default, to confirm the ownership of such Leasehold Improvements), Sublessee shall take such actions and execute such documents as Sublessor may reasonably require, including, without limitation, execution of a xxxx of sale for such Leasehold Improvements. If Sublessee fails or refuses to execute such documents or take such actions, Sublessee hereby appoints Sublessor as its attorney-in-fact with authority to execute such documents and take such actions, which appointment is coupled with an interest and is irrevocable. Exhibit AIX.

Leasehold Improvements. Subject Tenant shall be allowed immediate possession of the leased premises to complete the following leasehold improvements, to wit: Clean, spackle, paint, remove and haul debris, clean the carpet (instead of replacement), xxxx the xxxx floors and make the necessary patches, and update the bathrooms (new toilet seats/paint). The above improvements shall be completed by the Tenant with a contractor of its choice, subject to Landlord’s approval. Landlord shall pay Tenant $1,425.00 as a credit for the improvements made upon completion. In addition, landlord shall pay for a basic serviceable paint (materials only) to be used by Tenant’s contractor for the leased premises as set forth above, which shall be paid no later than the completion of these Improvements and upon submission of receipts or purchase orders. The parties further agree that Landlord shall have all air conditioning units serviced before the effective date of this lease to assure that ail are in good working order. Landlord shall also at its own expense replace all discolored or damaged ceiling tiles throughout the leased premises and clean, repair or replace the awning at the entrance. By taking possession hereunder, Tenant acknowledges that it has examined the leased premises and accepts same as being in the condition called for in this Lease, subject only to the terms of Section 8 below, effective upon the Commencement Date, Sublessor immediately preceding paragraph. Tenant shall convey to Sublessee ownership of all take possession of the Current Leasehold Improvements located on the Premises and owned by Sublessor as of the Commencement Date. Such conveyance shall be leasehold premises in an “as is” without representations or warranties condition, subject only to the ceiling tiles and awnings. Landlord represents that it is not aware of any kind whatsoeverhidden damage or undisclosed defects regarding the Premises, express, implied or statutoryTenant represents that it has had the Premises inspected by a contractor of its choosing and had the right and ability to perform any other inspections it desired prior to signing this Lease. Concurrently with the execution of All leasehold improvements other than as specifically set forth earlier in this Sublease, Sublessor shall execute a xxxx of sale in the form attached hereto as Exhibit D (the “Xxxx of Sale”). Such Xxxx of Sale paragraph shall be deemed delivered Tenant’s obligation, Tenant shall submit plans and specifications for such leasehold improvements prior to construction of same. Landlord shall have TEN (10) days to approve or disapprove of same, which approval shall not be unreasonably withheld, If Tenant is not using Landlord’s recommended contractor (i.e. a contractor being used by Sublessor Landlord) to Sublessee only upon construct the leasehold improvements, Landlord shall have the right to approve Tenant’s contractor, approve contractor’s insurance, approve the subcontractors and delay access until, the commencement of this Sublease, and, if this Sublease does the Lease term. Landlord shall not commence, shall be void ab initio and of no effect. In the event of termination of this Sublease by reason of a default on the part of Sublessee, the Current Leasehold Improvements, together with any other leasehold improvements made subsequent to the Commencement Date (“Future Leasehold Improvements”; the Current Leasehold Improvements and the Future Leasehold Improvements being sometimes collectively referred to herein as the “Leasehold Improvements”), shall automatically become the property of Sublessor. In the event of an early termination of this Sublease not due to the fault of Sublessee, all such Leasehold Improvements shall be conveyed by Sublessee to Sublessor and Sublessor shall pay to Sublessee the fair market value of the Leasehold Improvements valued as of the date of termination and with fair market value calculated as provided below. In order to effect such conveyance (or, at Sublessor’s option unreasonable in the event of a termination granting approval or denying access for Sublessee’s default, to confirm the ownership of such Leasehold Improvements), Sublessee shall take such actions and execute such documents as Sublessor may reasonably require, including, without limitation, execution of a xxxx of sale for such Leasehold Improvements. If Sublessee fails or refuses to execute such documents or take such actions, Sublessee hereby appoints Sublessor as its attorney-in-fact with authority to execute such documents and take such actions, which appointment is coupled with an interest and is irrevocable. Exhibit Ainspections.

Leasehold Improvements. Subject Tenant shall not construct any Leasehold Improvements or otherwise alter the Leased Premises without Landlord's prior written approval if the cost or value thereof exceeds One thousand, and 00/100 ($1,000.00) and not until Landlord shall have first approved in writing the plans and specifications therefor, which approvals shall not be unreasonably withheld. In no event shall Tenant make any alterations to the terms of Section 8 below, effective upon Leased Premises which could affect the Commencement Date, Sublessor shall convey to Sublessee ownership of all structural integrity or design of the Current Leasehold Improvements located on the Premises and owned by Sublessor as of the Commencement DateBuilding. Such conveyance shall be “as is” without representations or warranties of any kind whatsoever, express, implied or statutory. Concurrently with the execution of this Sublease, Sublessor shall execute a xxxx of sale in the form attached hereto as Exhibit D (the “Xxxx of Sale”). Such Xxxx of Sale shall be deemed delivered by Sublessor to Sublessee only upon the commencement of this Sublease, and, if this Sublease does not commence, shall be void ab initio and of no effect. In the event of termination of this Sublease by reason of a default on the part of Sublessee, the Current Leasehold Improvements, together with any other leasehold improvements made subsequent to the Commencement Date (“Future Leasehold Improvements”; the Current Leasehold Improvements and the Future Leasehold Improvements being sometimes collectively referred to herein as the “Leasehold Improvements”), shall automatically become the property of Sublessor. In the event of an early termination of this Sublease not due to the fault of Sublessee, all All such approved Leasehold Improvements shall be conveyed installed by Sublessee Tenant at Tenant's expense using a licensed contractor first approved by Landlord and in substantial compliance with the approved plans and specifications therefor. All construction undertaken by Tenant shall be done in accordance with all Laws and in a good and workmanlike manner using new materials of good quality. Tenant shall not commence construction of any Leasehold Improvements until (i) all required governmental approvals and permits shall have been obtained, (ii) all requirements regarding insurance imposed by this Lease have been satisfied, (iii) Tenant shall have given Landlord at least five (5) days prior written notice of its intention to Sublessor and Sublessor commence such construction, (iv) Tenant shall pay to Sublessee the fair market value have notified Landlord by telephone of the commencement of construction on the day it commences, and (v) if requested by Landlord, Tenant shall have obtained contingent liability and broad form builder's risk insurance in an amount satisfactory to Landlord if there are any perils relating to the proposed construction not covered by insurance carried pursuant to Article 9. All Leasehold Improvements valued as shall remain the property of Tenant during the Lease Term but shall not be damaged, altered, or removed from the Leased Premises. At the expiration or sooner termination of the date Lease Term, all Leasehold Improvements shall be surrendered to Landlord as a part of termination the realty and with fair market shall then become Landlord's property, and Landlord shall have no obligation to reimburse Tenant for all or any portion of the value calculated as provided below. In order to effect such conveyance (or, at Sublessor’s option in the event of a termination for Sublessee’s default, to confirm the ownership of such Leasehold Improvements), Sublessee shall take such actions and execute such documents as Sublessor may reasonably require, including, without limitation, execution of a xxxx of sale for such Leasehold Improvements. If Sublessee fails or refuses to execute such documents or take such actions, Sublessee hereby appoints Sublessor as its attorney-in-fact with authority to execute such documents and take such actions, which appointment is coupled with an interest and is irrevocable. Exhibit Acost thereof;

Leasehold Improvements. Subject Tenant may construct any Leasehold ---------------------- Improvement which does not affect the structural parts or exterior of the Premises without Landlord's prior approval. Any other Leasehold Improvements may be made only after obtaining Landlord's consent, which consent shall not be unreasonably withheld or delayed. Landlord shall be deemed to have consented to any Leasehold Improvement, if Landlord has not reasonably withheld its consent to any Leasehold Improvement within fifteen (15) days of Tenant's request for Landlord's consent to the terms Leasehold Improvement. All Leasehold Improvements constructed at Tenant's cost shall remain the property of Section 8 belowTenant during the Lease Term and may be removed from the Premises at any time. Landlord shall have no lien or other interest whatsoever in any Leasehold Improvement and within ten (10) days following Tenant's request, effective upon the Commencement DateLandlord shall execute documents in reasonable form to evidence Landlord's waiver of any right, Sublessor shall convey to Sublessee ownership of all of the Current title, lien, or interest in Tenant's Leasehold Improvements located on in the Premises. Tenant shall restore all damage to the Premises and owned caused by Sublessor as any removal of the Commencement DateLeasehold Improvements. Such conveyance Within ten (10) days following Landlord's receipt of written request by Tenant, Landlord shall be “as is” without representations or warranties of inform Tenant whether Landlord reserves the right to have any kind whatsoever, express, implied or statutory. Concurrently with Leasehold Improvement installed by Tenant removed from the execution of this Sublease, Sublessor shall execute a xxxx of sale in the form attached hereto as Exhibit D (the “Xxxx of Sale”). Such Xxxx of Sale shall be deemed delivered Premises by Sublessor to Sublessee only Tenant upon the commencement of this Sublease, and, if this Sublease does not commence, shall be void ab initio and of no effect. In the event of termination of this Sublease by reason of a default on the part of Sublessee, the Current Leasehold Improvements, together with any other leasehold improvements made subsequent to the Commencement Date (“Future Leasehold Improvements”; the Current Leasehold Improvements and the Future Leasehold Improvements being sometimes collectively referred to herein as the “Leasehold Improvements”), shall automatically become the property of Sublessor. In the event of an early termination of this Sublease not due to the fault of Sublessee, all such Leasehold Improvements shall be conveyed by Sublessee to Sublessor and Sublessor shall pay to Sublessee the fair market value of the Leasehold Improvements valued as of the date of termination and with fair market value calculated as provided below. In order to effect such conveyance (or, at Sublessor’s option in the event of a termination for Sublessee’s default, to confirm the ownership of such Leasehold Improvements), Sublessee shall take such actions and execute such documents as Sublessor may reasonably require, including, without limitation, execution of a xxxx of sale for such Leasehold Improvements. If Sublessee fails or refuses to execute such documents or take such actions, Sublessee hereby appoints Sublessor as its attorney-in-fact with authority to execute such documents and take such actions, which appointment is coupled with an interest and is irrevocable. Exhibit ALease.

Leasehold Improvements. Subject All improvements in and to the terms of Premises, including any Alterations (defined in Section 8 below9.03) (collectively, effective upon the Commencement Date, Sublessor shall convey to Sublessee ownership of all of the Current Leasehold Improvements located on the Premises and owned by Sublessor as of the Commencement Date. Such conveyance shall be “as is” without representations or warranties of any kind whatsoever, express, implied or statutory. Concurrently with the execution of this Sublease, Sublessor shall execute a xxxx of sale in the form attached hereto as Exhibit D (the “Xxxx of Sale”). Such Xxxx of Sale shall be deemed delivered by Sublessor to Sublessee only upon the commencement of this Sublease, and, if this Sublease does not commence, shall be void ab initio and of no effect. In the event of termination of this Sublease by reason of a default on the part of Sublessee, the Current Leasehold Improvements, together with any other leasehold improvements made subsequent to the Commencement Date (“Future Leasehold Improvements”; the Current Leasehold Improvements and the Future Leasehold Improvements being sometimes collectively referred to herein as the “Leasehold Improvements”) shall remain upon the Premises at the end of the Term without compensation to Tenant, provided that Tenant, at its expense, shall remove all Cable (defined in Section 9.01 below). In addition, Landlord, by written notice delivered to Tenant at least 30 days prior to the Termination Date, may require Tenant, at Tenant’s expense, to remove any Alterations; provided in all cases Tenant shall remove all Cable (defined below) prior to the Termination Date (the Cable and such other items collectively are referred to as “Required Removables”), but shall automatically become the property of Sublessor. In the event of an early termination of this Sublease not due require Tenant to the fault of Sublessee, all such Leasehold Improvements shall be conveyed by Sublessee to Sublessor and Sublessor shall pay to Sublessee the fair market value remove any improvements other than Cable that were part of the Leasehold Improvements valued Tenant Improvements, except as of specified by Landlord at the date of termination and with fair market value calculated time Landlord approves the Working Drawings (as provided below. In order to effect such conveyance (or, at Sublessor’s option defined in the event of a termination for Sublessee’s default, to confirm the ownership of such Leasehold ImprovementsWork Agreement), Sublessee . Required Removables shall take such actions and execute such documents as Sublessor may reasonably require, includinginclude, without limitation, execution internal stairways, raised floors, personal baths and showers, vaults, supplemental HVAC units (and associated mechanical infrastructure), rolling file systems and structural alterations and modifications and specialized non-standard office improvements (game room, bowling alley, etc.). Notwithstanding the foregoing, Tenant, at the time it requests approval for a proposed Alteration, including any initial Alterations or Tenant Improvements, may request in writing that Landlord advise Tenant whether the improvement is a Required Removable. In such event, if Landlord approves the Alteration(s) in question, Landlord shall advise Tenant concurrently with such approval as to which portions of a xxxx the proposed Alterations or other improvements are Required Removables. Required Removables shall be removed by Tenant before the Termination Date. Tenant shall repair damage caused by the installation or removal of sale for such Leasehold ImprovementsRequired Removables to Landlord’s satisfaction. If Sublessee Tenant fails or refuses to execute perform its obligations in a timely manner, Landlord may perform such documents or take such actions, Sublessee hereby appoints Sublessor as its attorney-in-fact with authority to execute such documents and take such actions, which appointment is coupled with an interest and is irrevocable. Exhibit Awork at Tenant’s expense.

Leasehold Improvements. Subject All improvements in and to the terms of Premises, including any Alterations (defined in Section 8 below9.03) but excluding Tenant’s Property (as defined in Section 14) (collectively, effective upon the Commencement Date, Sublessor shall convey to Sublessee ownership of all of the Current Leasehold Improvements located on the Premises and owned by Sublessor as of the Commencement Date. Such conveyance shall be “as is” without representations or warranties of any kind whatsoever, express, implied or statutory. Concurrently with the execution of this Sublease, Sublessor shall execute a xxxx of sale in the form attached hereto as Exhibit D (the “Xxxx of Sale”). Such Xxxx of Sale shall be deemed delivered by Sublessor to Sublessee only upon the commencement of this Sublease, and, if this Sublease does not commence, shall be void ab initio and of no effect. In the event of termination of this Sublease by reason of a default on the part of Sublessee, the Current Leasehold Improvements, together with any other leasehold improvements made subsequent to the Commencement Date (“Future Leasehold Improvements”; the Current Leasehold Improvements and the Future Leasehold Improvements being sometimes collectively referred to herein as the “Leasehold Improvements”)) shall remain upon the Premises at the end of the Term without compensation to Tenant, provided that Tenant, at its expense, in compliance with the National Electric Code or other applicable Law, shall automatically become the property of Sublessorremove any Cable (defined in Section 9.01 below). In the event of an early termination of this Sublease not due addition, Landlord, by written notice to Tenant within 30 days prior to the fault Termination Date, may require Tenant, at its expense, to remove any Alterations that, in Landlord’s reasonable judgment, are of Sublessee, all such Leasehold Improvements shall be conveyed by Sublessee to Sublessor a nature that would require removal and Sublessor shall pay to Sublessee the fair market value repair costs that are materially in excess of the Leasehold Improvements valued removal and repair costs associated with standard office improvements (the Cable and such other items collectively are referred to as of the date of termination and with fair market value calculated as provided below“Required Removables”). In order to effect such conveyance (or, at Sublessor’s option in the event of a termination for Sublessee’s default, to confirm the ownership of such Leasehold Improvements), Sublessee Required Removables shall take such actions and execute such documents as Sublessor may reasonably require, includinginclude, without limitation, execution internal stairways, raised floors, personal baths and showers, vaults, rolling file systems and structural alterations and modifications. The Required Removables shall be removed by Tenant on or before the Termination Date. Tenant shall repair damage caused by the installation or removal of a xxxx of sale for such Leasehold ImprovementsRequired Removables. If Sublessee Tenant fails to perform its obligations in a timely manner, Landlord may perform such work at Tenant’s expense. Tenant, at the time it requests approval for a proposed Alteration, including any Initial Alterations, as such term is defined in the Work Letter attached as Exhibit C, may request in writing that Landlord advise Tenant whether the Alteration, including any Initial Alterations, or refuses any portion thereof, is a Required Removable. Within 10 days after receipt of Tenant’s request, Landlord shall advise Tenant in writing as to execute which portions of the alteration or other improvements are Required Removables. Notwithstanding anything to the contrary in this Section 8, Tenant shall not be required to remove any Cable if informed by Landlord that a new tenant to be taking possession of the Premises after the Termination Date wants to retain such documents or take such actions, Sublessee hereby appoints Sublessor as its attorney-in-fact with authority to execute such documents and take such actions, which appointment is coupled with an interest and is irrevocable. Exhibit ACable.

Leasehold Improvements. Subject At the conclusion of the Lease Term, Lessee shall have the right to remove leasehold improvements. Any such removal shall result in the Premises being left in at least as good a condition as the Premises were when first leased, normal wear and tear excepted. However, Lessor shall have an option to pay $70,000 in order for all leasehold improvements to remain upon Lessee vacating the Premises (which leasehold improvements may include the HVAC system and compressors, plumbing fixtures, bathroom stalls, lamp/lighting fixtures, thermostats, security system, and bathroom mirrors but in any event would not include any property of Lessee not fixed in place to the terms of Section 8 belowleasehold such as tables, effective upon the Commencement Datechairs, Sublessor shall convey to Sublessee ownership of all of the Current Leasehold Improvements located on the Premises appliances, catering and owned by Sublessor as of the Commencement Date. Such conveyance shall be “as is” without representations kitchen equipment, carpets/rugs, AV equipment, rental items, branded material, signage, or warranties of any kind whatsoever, express, implied or statutory. Concurrently with the execution of this Sublease, Sublessor shall execute a xxxx of sale in the form attached hereto as Exhibit D (the “Xxxx of Sale”trade items). Such Xxxx of Sale shall be deemed delivered by Sublessor to Sublessee only upon the commencement of this Sublease, and, if this Sublease does not commence, shall be void ab initio and of no effect. In the event that Xxxxxx remains in possession of termination the Premises beyond the current end of this Sublease by reason the term of a default on the part of SublesseeLease, the Current Leasehold Improvements, together with any other Parties may have further negotiations regarding the amount to be paid for the leasehold improvements made subsequent to remain after Lessee vacates the Premises. ELECTRONICALLY FILED - 2022 Aug 05 4:21 PM - GREENVILLE - COMMON PLEAS - CASE#2019CP2306187 EXHIBIT 9 7. Exclusive Use. Section 29 of the Lease is hereby amended to clarify that Lessor shall not lease to another tenant within the Taylors Mill for the purpose of conducting business as an event space for hire. As understood herein, “conducting business as an event space for hire” means offering or holding out the tenant’s leased premises as a place for third parties (whether individuals, organizations, or companies) to use to conduct private events that are not related to the Commencement Date use to which that other tenant’s premises is leased by Lessor (e.g. a brewery, a restaurant, an arcade). Also included in the phrase “Future Leasehold Improvements”; conducting business as an event space for hire” is the Current Leasehold Improvements closure of the tenant’s normal business to accommodate the subject event wherein the entirety of the tenant’s public-facing leased premises is utilized by a third party for use in the subject event and the Future Leasehold Improvements being sometimes collectively subject event closes the tenant’s premises to the general public or the tenant’s intended patrons in the normal course of the tenant’s business. . Nothing herein prevents other tenants of Lessor from conducting other activities (including activities that may be referred to herein as the “Leasehold Improvementsevents”), shall automatically become the property of Sublessor. In the event of an early termination of this Sublease not due to the fault of Sublessee, all such Leasehold Improvements shall be conveyed by Sublessee to Sublessor and Sublessor shall pay to Sublessee the fair market value of the Leasehold Improvements valued as of the date of termination and with fair market value calculated as provided below. In order to effect such conveyance (or, at Sublessor’s option ) in the event of a termination for Sublesseetenant’s default, to confirm the ownership of such Leasehold Improvements), Sublessee shall take such actions and execute such documents as Sublessor may reasonably require, including, leased premises without limitation, execution of a xxxx of sale for such Leasehold Improvements. If Sublessee fails interference or refuses to execute such documents or take such actions, Sublessee hereby appoints Sublessor as its attorney-in-fact with authority to execute such documents and take such actions, which appointment is coupled with an interest and is irrevocable. Exhibit Acomplaint from Xxxxxx.

Leasehold Improvements. All improvements in and to the Premises, including any Alterations (collectively, "LEASEHOLD IMPROVEMENTS") shall remain upon the Premises at the end of the Term without compensation to Tenant. Landlord, however, by written notice to Tenant at the time Landlord approves the plans and specifications for such improvements, may require Tenant, at its expense, to remove (a) any Cable (defined in Section 9.01) installed by or for the benefit of Tenant, and (b) Alterations that, in Landlord's reasonable judgment, are of a nature that would require removal and repair costs that are materially in excess of the removal and repair costs associated with standard office improvements (collectively referred to as "REQUIRED REMOVABLES"). Tenant shall not be required to remove any item Landlord determines that a future tenant will use any such item that otherwise qualifies as a Required Removable, then Tenant shall not be obligated to remove (or pay for) the same. Required Removables shall include, without limitation, internal stairways, raised floors, personal baths and showers, vaults, safe deposit boxes and rolling file systems, the teller line, the ATM and night deposit (defined in Exhibit F), any specialized HVAC installed by or for Tenant, and structural alterations and modifications. However, it is agreed that Required Removables shall not include any usual office improvements such as gypsum board, partitions, ceiling grids and tiles, fluorescent lighting panels, Building standard doors and non-glued down carpeting. Subject to the foregoing and the terms of Section 8 below25 hereof, effective upon the Commencement Date, Sublessor shall convey to Sublessee ownership of all none of the Current Leasehold Improvements located on installations in the Premises and owned by Sublessor as of the Commencement Date. Such conveyance shall be “as is” without representations or warranties of any kind whatsoever, express, implied or statutory. Concurrently with the execution of this Sublease, Sublessor shall execute a xxxx of sale in the form attached hereto as Exhibit D (the “Xxxx of Sale”). Such Xxxx of Sale shall be deemed delivered by Sublessor to Sublessee only upon the commencement of this Sublease, and, if this Sublease does not commence, shall be void ab initio and of no effect. In the event of termination of this Sublease by reason of a default on the part of Sublessee, the Current Leasehold Improvements, together with any other leasehold improvements made subsequent to the Commencement Date (“Future Leasehold Improvements”; the Current Leasehold Improvements and the Future Leasehold Improvements being sometimes collectively referred to herein as the “Leasehold Improvements”), shall automatically become the property of Sublessor. In the event of an early termination of this Sublease not due to the fault of Sublessee, all such Leasehold Improvements shall be conveyed by Sublessee to Sublessor and Sublessor shall pay to Sublessee the fair market value of the Leasehold Improvements valued as of the date hereof shall be designated Required Removables. The designated Required Removables shall be removed by Tenant before the Termination Date. Tenant shall repair damage caused by the installation or removal of termination and with fair market value calculated as provided belowRequired Removables. In order If Tenant fails to effect perform its obligations in a timely manner, Landlord may perform such conveyance (orwork at Tenant's expense. Tenant, at Sublessor’s option the time it requests approval for a proposed Alteration, including the Initial Alterations, may request in writing that Landlord advise Tenant whether the event Alteration or any portion of the Alteration, or Initial Alterations or any portion of the Initial Alterations, is a termination for Sublessee’s default, to confirm the ownership of such Leasehold Improvements), Sublessee shall take such actions and execute such documents as Sublessor may reasonably require, including, without limitation, execution of a xxxx of sale for such Leasehold Improvements. If Sublessee fails or refuses to execute such documents or take such actions, Sublessee hereby appoints Sublessor as its attorney-in-fact with authority to execute such documents and take such actions, which appointment is coupled with an interest and is irrevocable. Exhibit ARequired Removable.

Leasehold Improvements. Subject Upon the expiration or earlier termination of this Lease, Tenant shall have the right to remove from the Premises all of Tenant's laboratory and related equipment, fixtures, trade fixtures, inventory and removable personal property which has been installed and paid for by Tenant (collectively, "Tenant's FF&E"), provided that Tenant returns the Premises to Landlord broom clean, and in good order, condition and repair, ordinary wear and tear and damage by fire and other casualty for which Landlord is required to make repairs hereunder excepted. All improvements (other than Tenant's FF&E) to the terms of Section 8 belowPremises (collectively, effective "Leasehold Improvements") shall be owned by Landlord and shall remain upon the Commencement Premises without compensation to Tenant. However, Landlord, by written notice to Tenant within 30 days prior to the Termination Date, Sublessor may require Tenant to remove, at Tenant's expense: (1) Cable (defined in Section IX.A) installed by or for the exclusive benefit of Tenant and located in the Premises or other portions of the Project; (2) any Leasehold Improvements that are performed by or for the benefit of Tenant and, in Landlord's reasonable judgment, are of a nature that would require removal and repair costs that are materially in excess of the removal and repair costs associated with improvements to buildings of this kind; and (3) all laboratory equipment, benches, laboratory casework, hoods, cleanrooms, lab walls and equipment yard (collectively referred to as "Required Removables"). Without limitation, it is agreed that Required Removables include internal stairways, raised floors, personal baths and showers, vaults, rolling file systems and structural alterations and modifications of any type installed by or for the exclusive benefit of Tenant and located in the Premises or other portions of the Project. The Required Removables designated by Landlord shall convey be removed by Tenant before the Termination Date, provided that upon prior written notice to Sublessee ownership Landlord, Tenant may remain in the Premises for up to 5 days after the Termination Date for the sole purpose of removing the Required Removables and Tenant's FF&E. Tenant's possession of the Premises shall be subject to all of the Current Leasehold Improvements located terms and conditions of this Lease, including the obligation to pay Rent on a per diem basis at the Premises and owned by Sublessor as rate in effect for the last month of the Commencement DateTerm. Such conveyance Tenant shall be “repair damage caused by the installation or removal of Required Removables or the Tenant's FF&E. If Tenant fails to remove any Required Removables or perform related repairs in a timely manner, Landlord, at Tenant's expense, may remove and dispose of the Required Removables and perform the required repairs. Tenant, within 30 days after receipt of an invoice, shall reimburse Landlord for the reasonable costs incurred by Landlord. Notwithstanding the foregoing, Tenant, at the time it requests approval for a proposed Alteration (defined in Section IX.C), or the Initial Alterations (defined in Exhibit D) may request in writing that Landlord advise Tenant whether the Alteration or the Initial Alterations, as is” without representations the case may be, or warranties any portion of any kind whatsoeverthe Alteration or the Initial Alterations, expressas the case may be, implied will constitute a Required Removable. Within 10 days after receipt of Tenant's request, Landlord shall reasonably advise Tenant in writing as to which portions of the Alteration or statutory. Concurrently with the execution of this SubleaseInitial Alterations, Sublessor shall execute a xxxx of sale in as the form attached hereto as Exhibit D (the “Xxxx of Sale”). Such Xxxx of Sale shall be deemed delivered by Sublessor to Sublessee only upon the commencement of this Sublease, andcase may be, if this Sublease does not commenceany, shall be void ab initio and of no effect. In the event of termination of this Sublease by reason of a default on the part of Sublessee, the Current Leasehold Improvements, together with any other leasehold improvements made subsequent to the Commencement Date (“Future Leasehold Improvements”; the Current Leasehold Improvements and the Future Leasehold Improvements being sometimes collectively referred to herein as the “Leasehold Improvements”), shall automatically become the property of Sublessor. In the event of an early termination of this Sublease not due to the fault of Sublessee, all such Leasehold Improvements shall be conveyed by Sublessee to Sublessor and Sublessor shall pay to Sublessee the fair market value of the Leasehold Improvements valued as of the date of termination and with fair market value calculated as provided below. In order to effect such conveyance (or, at Sublessor’s option in the event of a termination for Sublessee’s default, to confirm the ownership of such Leasehold Improvements), Sublessee shall take such actions and execute such documents as Sublessor may reasonably require, including, without limitation, execution of a xxxx of sale for such Leasehold Improvements. If Sublessee fails or refuses to execute such documents or take such actions, Sublessee hereby appoints Sublessor as its attorney-in-fact with authority to execute such documents and take such actions, which appointment is coupled with an interest and is irrevocable. Exhibit Awill constitute Required Removables.

Leasehold Improvements. Subject All improvements to the terms of Section 8 belowPremises (collectively, effective "Leasehold Improvements") shall be owned by Landlord and shall remain upon the Commencement Premises without compensation to Tenant. However, Landlord, by written notice to Tenant within 30 days prior to the Termination Date, Sublessor may require Tenant to remove, at Tenant's expense certain improvements made by or for the benefit of Tenant such as: (1) Cable (defined in Section IX.A) installed by or for the exclusive benefit of Tenant and located in the Premises or other portions of the Project; and (2) any Leasehold Improvements that are performed by or for the benefit of Tenant and, in Landlord's reasonable judgment, are of a nature that would require removal and repair costs that are materially in excess of the removal and repair costs associated with standard office improvements (collectively referred to as "Required Removables"). Without limitation, it is agreed that Required Removables include internal stairways, raised floors, personal baths and showers, vaults, rolling file systems and structural alterations and modifications of any type. The Required Removables designated by Landlord shall convey be removed by Tenant before the Termination Date, provided that upon prior written notice to Sublessee ownership Landlord, Tenant may remain in the Premises for up to 5 days after the Termination Date for the sole purpose of removing the Required Removables. Notwithstanding the foregoing to the contrary, under no circumstances shall Tenant be responsible for removing previous improvements made to the Building and in place when Tenant took possession of the Premises. Tenant's possession of the Premises shall be subject to all of the Current Leasehold Improvements located terms and conditions of this Lease, including the obligation to pay Rent on a per diem basis at the Premises and owned by Sublessor as rate in effect for the last month of the Commencement DateTerm. Such conveyance Tenant shall repair damage caused by the installation or removal of Required Removables. If Tenant fails to remove any Required Removables or perform related repairs in a timely manner, Landlord, at Tenant's expense, may remove and dispose of the Required Removables and perform the required repairs. Tenant, within 30 days after receipt of an invoice, shall reimburse Landlord for the reasonable costs incurred by Landlord. Notwithstanding the foregoing, Tenant, at the time it requests approval for a proposed Alteration (defined in Section IX.C), may request in writing that Landlord advise Tenant whether the Alteration or any portion of the Alteration will be “designated as is” without representations or warranties a Required Removable. Within 10 days after receipt of any kind whatsoeverTenant's request, express, implied or statutory. Concurrently with Landlord shall advise Tenant in writing as to which portions of the execution of this Sublease, Sublessor shall execute a xxxx of sale in the form attached hereto as Exhibit D (the “Xxxx of Sale”). Such Xxxx of Sale shall be deemed delivered by Sublessor to Sublessee only upon the commencement of this Sublease, andAlteration, if this Sublease does not commenceany, shall will be void ab initio and of no effect. In the event of termination of this Sublease by reason of a default on the part of Sublessee, the Current Leasehold Improvements, together with any other leasehold improvements made subsequent considered to the Commencement Date (“Future Leasehold Improvements”; the Current Leasehold Improvements and the Future Leasehold Improvements being sometimes collectively referred to herein as the “Leasehold Improvements”), shall automatically become the property of Sublessor. In the event of an early termination of this Sublease not due to the fault of Sublessee, all such Leasehold Improvements shall be conveyed by Sublessee to Sublessor and Sublessor shall pay to Sublessee the fair market value of the Leasehold Improvements valued as of the date of termination and with fair market value calculated as provided below. In order to effect such conveyance (or, at Sublessor’s option in the event of a termination for Sublessee’s default, to confirm the ownership of such Leasehold Improvements), Sublessee shall take such actions and execute such documents as Sublessor may reasonably require, including, without limitation, execution of a xxxx of sale for such Leasehold Improvements. If Sublessee fails or refuses to execute such documents or take such actions, Sublessee hereby appoints Sublessor as its attorney-in-fact with authority to execute such documents and take such actions, which appointment is coupled with an interest and is irrevocable. Exhibit ARequired Removables.

Leasehold Improvements. Subject All improvements to the terms of Section 8 belowPremises (collectively, effective upon the Commencement Date, Sublessor shall convey to Sublessee ownership of all of the Current Leasehold Improvements located on the Premises and owned by Sublessor as of the Commencement Date. Such conveyance shall be “as is” without representations or warranties of any kind whatsoever, express, implied or statutory. Concurrently with the execution of this Sublease, Sublessor shall execute a xxxx of sale in the form attached hereto as Exhibit D (the “Xxxx of Sale”). Such Xxxx of Sale shall be deemed delivered by Sublessor to Sublessee only upon the commencement of this Sublease, and, if this Sublease does not commence, shall be void ab initio and of no effect. In the event of termination of this Sublease by reason of a default on the part of Sublessee, the Current Leasehold Improvements, together with any other leasehold improvements made subsequent to the Commencement Date (“Future Leasehold Improvements”; the Current Leasehold Improvements and the Future Leasehold Improvements being sometimes collectively referred to herein as the “Leasehold Improvements”) shall be owned by Landlord and shall remain upon the Premises without compensation to Tenant. However, Landlord, by written notice to Tenant within 30 days prior to the Termination Date, may require Tenant to remove, at Tenant’s expense: (1) Cable (defined in Section IX.A) installed by or for the exclusive benefit of Tenant and located in the Premises or other portions of the Building; and (2) any Leasehold Improvements that are performed by or for the benefit of Tenant and, in Landlord’s reasonable judgment, are of a nature that would require removal and repair costs that are materially in excess of the removal and repair costs associated with standard office improvements (collectively referred to as “Required Removables”). Without limitation, it is agreed that Required Removables include internal stairways, raised floors, personal baths and showers, vaults, rolling file systems and structural alterations and modifications of any type. The Required Removables designated by Landlord shall be removed by Tenant before the Termination Date, provided that upon prior written notice to Landlord, Tenant may remain in the Premises for up to 5 days after the Termination Date for the sole purpose of removing the Required Removables. Tenant’s possession of the Premises shall be subject to all of the terms and conditions of this Lease, including the obligation to pay Rent on a per diem basis at the rate in effect for the last month of the Term. Tenant shall repair reasonable damage caused by the installation or removal of Required Removables. If Tenant fails to remove any Required Removables or perform related repairs in a timely manner, Landlord, at Tenant’s expense, may remove and dispose of the Required Removables and perform the required repairs. Tenant, within 30 days after receipt of an invoice, shall reimburse Landlord for the reasonable costs incurred by Landlord. Notwithstanding the foregoing, Tenant, at the time it requests approval for a proposed Alteration (defined in Section IX.C), shall automatically become may request in writing that Landlord advise Tenant whether the property of Sublessor. In the event of an early termination of this Sublease not due to the fault of Sublessee, all such Leasehold Improvements shall be conveyed by Sublessee to Sublessor and Sublessor shall pay to Sublessee the fair market value Alteration or any portion of the Leasehold Improvements valued Alteration will be designated as a Required Removable. Within 5 Business Days after receipt of Tenant’s request, Landlord shall advise Tenant in writing as to which portions of the date of termination and with fair market value calculated as provided belowAlteration, if any, will be considered to be Required Removables. In order to effect such conveyance (or, at Sublessor’s option in the event of a termination for Sublessee’s default, to confirm the ownership of such Leasehold Improvements), Sublessee shall take such actions and execute such documents as Sublessor may reasonably require, including, without limitation, execution of a xxxx of sale for such Leasehold Improvements. If Sublessee fails or refuses to execute such documents or take such actions, Sublessee hereby appoints Sublessor as its attorney-in-fact with authority to execute such documents and take such actions, which appointment is coupled with an interest and is irrevocable. Exhibit A10

Leasehold Improvements. Subject Any improvements to be made to the terms of Section 8 Premises are herein referred to as the "Leasehold Improvements". Except for any "Change Cost" (as such term is defined below, effective upon the Commencement Date, Sublessor shall convey to Sublessee ownership of all of the Current Leasehold Improvements located on the Premises and owned by Sublessor as of the Commencement Date. Such conveyance shall be “as is” without representations or warranties of any kind whatsoever, express, implied or statutory. Concurrently with the execution of this Sublease, Sublessor shall execute a xxxx of sale in the form attached hereto as Exhibit D (the “Xxxx of Sale”). Such Xxxx of Sale Landlord shall be deemed delivered by Sublessor to Sublessee only upon the commencement of this Sublease, and, if this Sublease does not commence, shall be void ab initio and of no effect. In the event of termination of this Sublease by reason of a default on the part of Sublessee, the Current Leasehold Improvements, together with any other leasehold improvements made subsequent to the Commencement Date (“Future Leasehold Improvements”; the Current Leasehold Improvements and the Future Leasehold Improvements being sometimes collectively referred to herein as the “Leasehold Improvements”), shall automatically become the property of Sublessor. In the event of an early termination of this Sublease not due to the fault of Sublessee, all such Leasehold Improvements shall be conveyed by Sublessee to Sublessor and Sublessor shall pay to Sublessee the fair market value of construct the Leasehold Improvements valued as of the date of termination at it sole cost and with fair market value calculated as provided below. In order to effect such conveyance expense (or, at Sublessor’s option in the event of a termination for Sublessee’s default, to confirm the ownership of such Leasehold Improvements), Sublessee shall take such actions and execute such documents as Sublessor may reasonably require, including, without limitation, the cost of preparing preliminary and final plans and specifications. Immediately after the execution hereof Landlord and Tenant will cooperate with one another to prepare final plans and specifications (the "Plans and Specifications") for the construction and installation of a xxxx of sale for such the Leasehold Improvements. If Sublessee fails The Plans and Specifications shall be consistent with the preliminary plans attached hereto as Exhibit "D" (subject to the approval thereof by Landlord and Tenant), and when approved in writing by Landlord and Tenant, shall be attached to this Lease as Exhibit "D-l" and shall become a part hereof. No failure or refuses refusal on the part of Tenant to execute approve the Plans and Specifications within a reasonable time after the execution hereof shall render this Lease void or voidable nor shall it delay the Commencement Date set forth in Article I(d) hereof. No delay caused by Tenant during the construction or installation of the Leasehold Improvements shall delay the Commencement Date of this Lease from what it would have been had such documents delay not occurred. Landlord shall not be entitled to claim a delay by Tenant if Landlord was aware of such delay and did not provide Tenant written notice of such delay within ten (10) days following the date Landlord became aware thereof. All changes in the Leasehold Improvements from that contemplated by the Plans and Specifications, whether or take not such actionschange gives rise to a "Change Cost" (as hereinafter defined) must be evidenced by a written Change Order (so called herein) executed by both Landlord and Tenant In that regard, Sublessee hereby appoints Sublessor with respect to any Change Order requested by Tenant, Tenant shall submit to Landlord such information as its attorney-in-fact Landlord may reasonably request After receipt of the requested Change Order, together with authority such information as Landlord may request with respect thereto, Landlord shall return to execute such documents and take such actionsTenant either the executed Change Order, which appointment will evidence Landlord's approval thereof, or Landlord's suggested modifications thereto. If any Change Order requested by Tenant is coupled with an interest not ultimately effected. Tenant will reimburse Landlord for all out-of-pocket expenses incurred, including but not limited to, architectural and is irrevocable. Exhibit Aengineering fees.

Leasehold Improvements. Subject Except where specifically noted as a responsibility of Tenant to provide or install, Landlord shall be responsible for construction of the Premises in accordance with the final plans and specifications which shall be pre- approved by Tenant and shall include, but not be limited to, those items specified in this Exhibit B. Reservation of the right of Tenant to select or coordinate certain items is not intended to designate those items as the responsibility of Tenant. There will be no additional charge to Tenant for construction/improvements to the terms of Section 8 belowPremises, effective upon other than the Commencement Date, Sublessor shall convey to Sublessee ownership of all of the Current Leasehold Improvements located on the Premises and owned by Sublessor as of the Commencement Date. Such conveyance shall be “as is” without representations or warranties of any kind whatsoever, express, implied or statutory. Concurrently with the execution of this Sublease, Sublessor shall execute a xxxx of sale Rent amount specified in the form attached hereto as Lease Provisions. Exhibit C BUILD-OUT ALLOWANCE/COST Exhibit D LEASE COMMENCEMENT AGREEMENT (the if applicable) With respect to that certain lease dated , 2021 (“Xxxx Lease”) between [landlord here] (“Landlord”) and The University of SaleFlorida Board of Trustees (“Tenant”). Such Xxxx Pursuant to the provisions of Sale the Lease, Landlord and Tenant hereby agree as follows: The initial term of the Lease commenced on , 20 and shall be deemed delivered by Sublessor terminate on , , unless sooner terminated or extended as therein provided. Rent commenced on , 20 . Except for latent defects and other defects of which Xxxxxx has notified Landlord, to Sublessee only upon the commencement best of this Subleasetheir knowledge, andLandlord and Tenant agree that, if this Sublease does not commenceas of and through the date hereof, shall be void ab initio the parties have fully complied with and performed each and every of no effecttheir respective obligations as set forth in the Lease. In the event of termination of this Sublease by reason of a default on the part of Sublesseewitness whereof, the Current Leasehold Improvements, together with any other leasehold improvements made subsequent parties have executed and delivered this supplement to the Commencement Date Lease as of dates below. LANDLORD: By: TENANT: By: Name: Title: Date: Name: Xxxxxx Xxxxxxxxx Title: AVP, Office of Real Estate Date: Exhibit E FORM OF LEASE STATEMENT ESTOPPEL CERTIFICATE THIS ESTOPPEL CERTIFICATE (“Future Leasehold Improvements”; the Current Leasehold Improvements and the Future Leasehold Improvements being sometimes collectively hereinafter referred to herein as “Certificate”) is made this day of , 20 , by THE UNIVERSITY OF FLORIDA BOARD OF TRUSTEES, a public body corporate of the State of Florida, which is vested with the government, control and management of the University of Florida (hereinafter referred to as “Leasehold ImprovementsTenant”), shall automatically become the property of Sublessor. In the event of an early termination of this Sublease not due to the fault of Sublessee, all such Leasehold Improvements shall be conveyed by Sublessee to Sublessor and Sublessor shall pay to Sublessee the fair market value of the Leasehold Improvements valued as of the date of termination and with fair market value calculated as provided below. In order to effect such conveyance (or, at Sublessor’s option in the event of a termination for Sublessee’s default, to confirm the ownership of such Leasehold Improvements), Sublessee shall take such actions and execute such documents as Sublessor may reasonably require, including, without limitation, execution of a xxxx of sale for such Leasehold Improvements. If Sublessee fails or refuses to execute such documents or take such actions, Sublessee hereby appoints Sublessor as its attorney-in-fact with authority to execute such documents and take such actions, which appointment is coupled with an interest and is irrevocable. Exhibit A.

Leasehold Improvements. Subject (a) The Office Space shall be delivered to Tenant, and Tenant shall accept same, in the terms of Section 8 belowcondition and with only such leasehold improvements, effective upon if any, as set forth in EXHIBIT B attached hereto. The Storage Space shall be delivered to Tenant in its current condition, i.e., "AS IS" and "WITH ALL FAULTS" as to leasehold improvements located therein. As used in this Lease, the Commencement Date, Sublessor term "Initial Leasehold Improvements" shall convey to Sublessee ownership of include any and all of improvements and tenant finish existing in the Current Leasehold Improvements located on the Leased Premises and owned by Sublessor as of the Commencement Date. Such conveyance shall be “, including all leasehold improvements, if any, as is” without representations or warranties of defined and described in EXHIBIT B attached hereto, as well as any kind whatsoever, express, implied or statutory. Concurrently with and all Alterations (as defined below) and subsequent improvements made to the execution Leased Premises during the term of this SubleaseLease. Notwithstanding any other provision of this Lease, Sublessor in no event shall execute a xxxx of sale Landlord be required, nor shall Tenant be permitted, to install in the form attached hereto as Exhibit D (the “Xxxx Leased Premises any improvements which are not first approved by Landlord or Landlord's architect. Landlord's approval of Sale”). Such Xxxx Tenant's plans and specifications for any of Sale Tenant's requested leasehold improvements shall be deemed delivered by Sublessor to Sublessee only upon the commencement of this Sublease, and, if this Sublease does not commence, shall be void ab initio and of create no effect. In the event of termination of this Sublease by reason of a default responsibility or liability on the part of SublesseeLandlord for, or warranty by Landlord with respect to, the Current Leasehold Improvements, together completeness or design sufficiency of such plans and specifications or the compliance with any other leasehold improvements made subsequent Laws applicable thereto. Tenant acknowledges that no representations as to the Commencement Date (“Future Leasehold Improvements”; the Current Leasehold Improvements and the Future Leasehold Improvements being sometimes collectively referred to herein as the “Leasehold Improvements”), shall automatically become the property of Sublessor. In the event of an early termination of this Sublease not due to the fault of Sublessee, all such Leasehold Improvements shall be conveyed by Sublessee to Sublessor and Sublessor shall pay to Sublessee the fair market value repair of the Leasehold Improvements valued Leased Premises or the Project, nor promises to alter, remodel or improve the Leased Premises or the Project, have been made by Landlord, except as of the date of termination and with fair market value calculated as provided below. In order to effect such conveyance (or, at Sublessor’s option are expressly set forth in the event of a termination for Sublessee’s default, to confirm the ownership of such Leasehold Improvements), Sublessee shall take such actions and execute such documents as Sublessor may reasonably require, including, without limitation, execution of a xxxx of sale for such Leasehold Improvements. If Sublessee fails or refuses to execute such documents or take such actions, Sublessee hereby appoints Sublessor as its attorney-in-fact with authority to execute such documents and take such actions, which appointment is coupled with an interest and is irrevocable. Exhibit Athis Lease.

Leasehold Improvements. Subject All improvements to the Premises (collectively, "Leasehold Improvements") shall be owned by Landlord and shall remain upon the Premises without compensation to Tenant. However, Landlord, by written notice to Tenant within 30 days prior to the Termination Date, may require Tenant to remove, at Tenant's expense: (1) Cable (defined in Section IX.A) installed by or for the exclusive benefit of Tenant and located in the Premises or other portions of the Building; and (2) any Leasehold Improvements that are performed by or for the benefit of Tenant and, in Landlord's reasonable judgment, are of a nature that would require removal and repair costs that are materially in excess of the removal and repair costs associated with standard office improvements (collectively referred to as "Required Removables"). Without limitation, it is agreed that Required Removables include internal stairways, raised floors, personal baths and showers, vaults, rolling file systems and structural alterations and modifications of any type. The Required Removables designated by Landlord shall be removed by Tenant before the Termination Date, provided that upon prior written notice to Landlord, Tenant may remain in the Premises for up to 5 Business Days after the Termination Date for the sole purpose of removing the Required Removables. In addition to the foregoing, Tenant acknowledges that Landlord has previously realloted condenser water among various floors of the Building to accommodate Tenant's needs pursuant to the terms of Section 8 belowa prior lease entered into between Landlord and Tenant dated March 3, effective upon 2000, as amended (the Commencement Date, Sublessor shall convey to Sublessee ownership of all "Prior Lease") for space on the 2nd through 8th floors of the Current Leasehold Improvements located on the Premises and owned by Sublessor as of the Commencement Date. Such conveyance shall be “as is” without representations or warranties of any kind whatsoever, express, implied or statutory. Concurrently with the execution of this Sublease, Sublessor shall execute a xxxx of sale in the form attached hereto as Exhibit D Building (the “Xxxx of Sale”"Prior Premises"). Such Xxxx of Sale shall Tenant agrees that Tenant will be deemed delivered charged on a pro rata basis (as such rate is reasonably determined by Sublessor to Sublessee only upon the commencement of this Sublease, and, if this Sublease does not commence, shall be void ab initio Landlord). Tenant further acknowledges and of no effect. In the event of termination of this Sublease by reason of a default on the part of Sublessee, the Current Leasehold Improvements, together with any other leasehold improvements made subsequent to the Commencement Date (“Future Leasehold Improvements”; the Current Leasehold Improvements and the Future Leasehold Improvements being sometimes collectively referred to herein as the “Leasehold Improvements”), shall automatically become the property of Sublessor. In the event of an early termination of this Sublease not due to the fault of Sublessee, all such Leasehold Improvements shall be conveyed by Sublessee to Sublessor and Sublessor shall pay to Sublessee the fair market value of the Leasehold Improvements valued as of the date of termination and with fair market value calculated as provided below. In order to effect such conveyance (or, at Sublessor’s option agrees that in the event of (i) the termination of this Lease, (ii) a reduction or partial termination for Sublessee’s defaultof all or a part of the Premises, or (iii) a sublease of all or a part of the Premises, Landlord may require Tenant, at Tenant's sole cost and expense, to confirm reallocate the ownership condenser water so that each floor of the Prior Premises receives its proper pro rata share of chilled water. Any such work required by Landlord shall also be deemed to be a Required Removable for purposes of this Lease (even if such work related to the Prior Premises, and not just the Premises) and, in the case of a reduction or partial termination of all or a part of the Premises, or of a sublease, such required work shall be performed by Tenant prior to the effective date of such Leasehold Improvementsreduction, partial termination or sublease. Tenant's possession of the Premises shall be subject to all of the terms and conditions of this Lease, including the obligation to pay Rent on a per diem basis at the rate in effect for the last month of the Term. Tenant shall repair damage caused by the installation or removal of Required Removables. If Tenant fails to remove any Required Removables or perform related repairs in a timely manner, Landlord, at Tenant's expense, may remove and dispose of the Required Removables and perform the required repairs. Tenant, within 30 days after receipt of an invoice, shall reimburse Landlord for the reasonable costs incurred by Landlord. Notwithstanding the foregoing, Tenant, at the time it requests approval for a proposed Alteration (defined in Section IX.C), Sublessee may request in writing that Landlord advise Tenant whether the Alteration or any portion of the Alteration will be designated as a Required Removable. Within 10 Business Days after receipt of Tenant's request, Landlord shall take such actions and execute such documents advise Tenant in writing as Sublessor may reasonably requireto which portions of the Alteration, includingif any, without limitation, execution of a xxxx of sale for such Leasehold Improvements. If Sublessee fails or refuses will be considered to execute such documents or take such actions, Sublessee hereby appoints Sublessor as its attorney-in-fact with authority to execute such documents and take such actions, which appointment is coupled with an interest and is irrevocable. Exhibit Abe Required Removables.

Leasehold Improvements. All improvements in and to the Premises, including any Alterations (defined in Section 9.03) (collectively, “Leasehold Improvements”) shall remain upon the Premises at the end of the Term without compensation to Tenant, provided that Tenant, at its expense, shall remove any Cable (defined in Section 9.01 below) that Landlord requires be removed pursuant to written notice delivered to Tenant at least 120 days prior to the expiration of the Lease, with such removal to be in compliance with the National Electric Code or other applicable Law. Any Cable which Tenant is not required to remove and which is to remain behind shall be handled in a manner so as not to cause such Cable to be deemed “abandoned” or otherwise in a condition requiring removal under applicable Law. In addition, Landlord, by written notice to Tenant at least 30 days prior to the Termination Date, may require Tenant, at Tenant’s cost, to remove any Alterations that, in Landlord’s reasonable judgment, are of a nature that would require removal and repair costs that are materially in excess of the removal and repair costs associated with standard office improvements (the Cable and such other items collectively are referred to as “Required Removables”), except to the extent that Landlord has notified Tenant that any such Alteration is not a Required Removable in accordance with the last sentence of this paragraph. Required Removables shall include, without limitation, internal stairways, raised floors, personal baths and showers, vaults, rolling file systems and structural alterations and modifications. The Required Removables shall be removed by Tenant before the Termination Date. Tenant shall repair damage caused by the installation or removal of Required Removables. If Tenant fails to perform its obligations under this Section 8 in a timely manner, Landlord may perform such work at Tenant’s cost. Tenant, at the time it requests approval for a proposed Alteration, including any Initial Alterations, as such term may be defined in the Work Letter attached as Exhibit C, may request in writing that Landlord advise Tenant whether the Alteration, including any Initial Alterations, or any portion thereof, is a Required Removable. Within 10 days after receipt of Tenant’s request, Landlord shall advise Tenant in writing as to which portions of the Alterations are Required Removables. Tenant may, at its sole cost and expense, install a security system within the Premises, subject to: (a) the terms and conditions of this paragraph, (b) compliance with the terms and conditions of Section 9 of, and Exhibit C to, this Lease; (c) Landlord's approval of the plans and specifications for the same, which shall not be unreasonably withheld, conditioned or delayed; and (d) the requirement that Landlord at all times have access to all portions of the Premises and keys or passcodes to the same, except as specifically provided in the second paragraph of Section 10 of this Lease ("Tenant's Security System"). Notwithstanding anything to the contrary contained herein, if Tenant's Security System ties into the Building security system, Tenant shall, at its sole cost and expense, coordinate the installation and operation of Tenant's Security System with Landlord to assure that Tenant's Security System is compatible with the Building security system and the systems and equipment of the Building and to the extent that Tenant's Security System is not compatible with the Building security system or the systems and equipment of the Building, Tenant shall not be entitled to install or operate it. Subject to the terms of this Section 8 below8, Tenant's Security System may include a biometric locking security system (with upgrades from time to time) on all entry doors to the Premises (including an intercom and camera installed at the main entrance to the Premises provided the same is, in Landlord's sole but good faith discretion, aesthetically consistent with the Building), provided that such system does not prevent Landlord, at any time, from having access to the entire Premises that is as effective as use of Landlord's master key to the Building (subject to the second paragraph of Section 10 of this Lease). Tenant shall be solely responsible, at Tenant's sole cost and expense, for the monitoring, operation and removal of Tenant's Security System, subject to Section 25 of this Lease. Promptly upon installation and from time to time thereafter, Tenant shall provide and update Landlord with any information reasonably required regarding Tenant's Security System that will allow Landlord, its agents and emergency personnel such access to the Commencement Date, Sublessor shall convey to Sublessee ownership of all Premises as is necessary in an emergency. Upon the expiration or earlier termination of the Current Leasehold Improvements located on the Premises Term (unless Landlord elects otherwise in writing), Tenant shall remove Tenant's Security System and owned by Sublessor as of the Commencement Date. Such conveyance shall be “as is” without representations or warranties of any kind whatsoever, express, implied or statutory. Concurrently with the execution of this Sublease, Sublessor shall execute a xxxx of sale in the form attached hereto as Exhibit D (the “Xxxx of Sale”). Such Xxxx of Sale shall be deemed delivered by Sublessor to Sublessee only upon the commencement of this Sublease, and, if this Sublease does not commence, shall be void ab initio and of no effect. In the event of termination of this Sublease by reason of a default on the part of Sublessee, the Current Leasehold Improvements, together with any other leasehold improvements made subsequent repair all damage to the Commencement Date (“Future Leasehold Improvements”; the Current Leasehold Improvements and the Future Leasehold Improvements being sometimes collectively referred to herein as the “Leasehold Improvements”), shall automatically become the property of Sublessor. In the event of an early termination of this Sublease not due to the fault of Sublessee, all Building resulting from such Leasehold Improvements shall be conveyed by Sublessee to Sublessor and Sublessor shall pay to Sublessee the fair market value of the Leasehold Improvements valued as of the date of termination and with fair market value calculated as provided below. In order to effect such conveyance (orremoval, at Sublessor’s option in the event of a termination for Sublessee’s default, to confirm the ownership of such Leasehold Improvements), Sublessee shall take such actions Tenant's sole cost and execute such documents as Sublessor may reasonably require, including, without limitation, execution of a xxxx of sale for such Leasehold Improvements. If Sublessee fails or refuses to execute such documents or take such actions, Sublessee hereby appoints Sublessor as its attorney-in-fact with authority to execute such documents and take such actions, which appointment is coupled with an interest and is irrevocable. Exhibit Aexpense.

Leasehold Improvements. Subject All improvements to the terms Premises (other than Tenant’s Property (as defined in Section 14(a)(i) below) made by or for the benefit of Section 8 belowTenant, effective upon the Commencement Date, Sublessor shall convey to Sublessee ownership of all of the Current Leasehold Improvements located on the Premises and owned by Sublessor as of the Commencement Date. Such conveyance shall be “as is” without representations or warranties of any kind whatsoever, express, implied or statutory. Concurrently with the execution of this Sublease, Sublessor shall execute a xxxx of sale in the form attached hereto as Exhibit D (the “Xxxx of Sale”). Such Xxxx of Sale shall be deemed delivered by Sublessor to Sublessee only upon the commencement of this Sublease, and, if this Sublease does not commence, shall be void ab initio and of no effect. In the event of termination of this Sublease by reason of a default on the part of Sublessee, the Current Leasehold Improvements, together with any other leasehold improvements made subsequent including Tenant’s Work pursuant to the Commencement Date Work Letter and Alterations (“Future Leasehold Improvements”; the Current Leasehold Improvements and the Future Leasehold Improvements being sometimes collectively referred to herein as the defined in Section 8(c) below) (collectively, “Leasehold Improvements”), shall automatically become shall, upon the property of Sublessor. In the event of an early expiration or earlier termination of this Sublease not due Lease, be owned by Landlord and shall remain upon the Premises without compensation to Tenant. Notwithstanding the foregoing to the fault extent Landlord delivers to Tenant a sixty (60) day written notice, prior to the expiration or earlier termination of Sublesseethis Lease, all instructing Tenant that any of the following Required Removables (defined below) shall remain upon the Premises, Tenant shall remove at Tenant’s cost and expense: (a) Cable (defined in Section 8(a)) installed by or for the exclusive benefit of Tenant, excluding any Cable installed as part of Tenant’s Work constructed pursuant to Exhibit B or installed by Tenant in or on the Building or other portions of the Premises following the Commencement Date (i.e., after Tenant’s initial build-out); and (b) any Leasehold Improvements that are of a nature that would require removal and repair costs that are materially in excess of the removal and repair costs associated with standard office improvements, unless at the time Landlord provided its consent to such Leasehold Improvements, Landlord expressed in writing that such Leasehold Improvements may remain upon and after the expiration or earlier termination of this Lease and surrender of the Premises (collectively referred to as “Required Removables”). The parties hereto agree that Required Removables (i) include without limitation the lab improvements above slab and made within the interior of the first floor of the Building including the removal of interior walls such that Tenant surrenders the Premises to Landlord in a “shell” condition, with ceiling grid reasonably intact, and sealed concrete floors (all excluding ordinary wear and tear and damage by casualty and condemnation excepted). The Required Removables shall be conveyed removed by Sublessee to Sublessor and Sublessor Tenant on or before the Expiration Date or earlier termination of this Lease. Tenant shall pay to Sublessee the fair market value be responsible for any repairs required as a result of the removal of the Required Removables, and if any such damage is not repaired by Tenant, Tenant shall reimburse Landlord for the reasonable cost to repair damage caused by the installation or removal of Required Removables. If Tenant fails to remove any Required Removables in a timely manner, Landlord, at Tenant’s expense, may remove and dispose of the Required Removables. Tenant, within ten (10) business days after delivery of an invoice and reasonable supporting documentation therefor, shall reimburse Landlord for repair and/or removal costs incurred by Landlord pursuant to this Section. Tenant, within six months before the expiration of the Term of the Lease, may request in writing that Landlord identify Leasehold Improvements valued as that are not Required Removals, and Landlord shall respond to such request within thirty (30) days. Landlord shall not unreasonably withhold its consent to any request by Tenant that it be permitted to surrender Leasehold Improvements that are compatible with general office use, i.e., would not interfere with or increase the cost of the date future improvement, use and maintenance of the Premises for general office purposes, including without limitation any HVAC system installed by Tenant; provided, however, if the HVAC system or any other Required Removable that is integral to the use of the Building, is not compatible with general office use, Tenant shall (i) dampen and decrease the HVAC output of the then existing HVAC such that HVAC operations are restored to flow rates and energy usage in line with requirements of a standard office environment; and (ii) remove and replace the Required Removable with equipment or improvements that are compatible with general office use, as reasonably approved by Landlord, each at the expiration or earlier termination and with fair market value calculated as provided belowof this Lease. In order connection with the Leasehold Improvements, Tenant shall have the right to effect such conveyance install a backup generator, subject to Landlord’s prior written approval (ornot to be unreasonably withheld, at Sublessor’s option in conditioned or delayed) with respect to the event of a termination for Sublessee’s default, to confirm the ownership location and configuration of such Leasehold Improvements)generated, Sublessee shall take such actions and execute such documents provided that Landlord may require that Tenant remove the same as Sublessor may reasonably require, including, without limitation, execution of a xxxx of sale for such Leasehold Improvements. If Sublessee fails or refuses to execute such documents or take such actions, Sublessee hereby appoints Sublessor as its attorney-in-fact with authority to execute such documents and take such actions, which appointment is coupled with an interest and is irrevocable. Exhibit ARequired Removable.

Leasehold Improvements. Subject (a) All installations OR MODIFICATIONS TO THE PREMISES shall be for Lessee's account, and Lessee shall pay, as additional rent hereunder, to Lessor an amount equal to Lessor's actual cost therefor, including associated architectural and engineering fees, if any, plus a management cost recovery fee of TEN PERCENT (10%) to cover overhead within THIRTY (30) days after being invoiced therefor. Additionally, Lessee shall pay all ad valorem taxes and increased insurance premiums that are payable on account of any of the leasehold improvements that are in addition to those items (or the quantities thereof) described on Schedule 3 hereto. Failure by Lessee to pay any sums described in Section 26(a) or the Schedules hereto in full within THIRTY (30) days after its receipt of an invoice therefor will constitute failure to pay rent when due and an event of default by Lessee hereunder, giving rise to all remedies available to Lessor under this lease and at law for nonpayment of rent. Lessee shall deliver to Lessor a copy of the "as-built" plans and specifications made in or to the Premises. It is stipulated that time is of the essence in connection with Lessee's compliance with the terms of Section 8 belowSchedule 2. NOTWITHSTANDING ANYTHING TO THE CONTRARY, effective upon the Commencement DateLESSEE IS LEASING THE PREMISES IN AN "AS IS" CONDITION WITH NO MODIFICATIONS REQUIRED BY THE LESSOR. HOWEVER, Sublessor shall convey to Sublessee ownership of all of the Current Leasehold Improvements located on the Premises and owned by Sublessor as of the Commencement Date. Such conveyance shall be “as is” without representations or warranties of any kind whatsoeverLESSEE MAY, expressAT ITS SOLE COST AND EXPENSE, implied or statutory. Concurrently with the execution of this SubleaseMODIFY THE PREMISES AFTER RECEIVING WRITTEN APPROVAL FROM THE LESSOR, Sublessor shall execute a xxxx of sale in the form attached hereto as Exhibit D (the “Xxxx of Sale”). Such Xxxx of Sale shall be deemed delivered by Sublessor to Sublessee only upon the commencement of this Sublease, and, if this Sublease does not commence, shall be void ab initio and of no effect. In the event of termination of this Sublease by reason of a default on the part of Sublessee, the Current Leasehold Improvements, together with any other leasehold improvements made subsequent to the Commencement Date (“Future Leasehold Improvements”; the Current Leasehold Improvements and the Future Leasehold Improvements being sometimes collectively referred to herein as the “Leasehold Improvements”), shall automatically become the property of Sublessor. In the event of an early termination of this Sublease not due to the fault of Sublessee, all such Leasehold Improvements shall be conveyed by Sublessee to Sublessor and Sublessor shall pay to Sublessee the fair market value of the Leasehold Improvements valued as of the date of termination and with fair market value calculated as provided below. In order to effect such conveyance (or, at Sublessor’s option in the event of a termination for Sublessee’s default, to confirm the ownership of such Leasehold Improvements), Sublessee shall take such actions and execute such documents as Sublessor may reasonably require, including, without limitation, execution of a xxxx of sale for such Leasehold Improvements. If Sublessee fails or refuses to execute such documents or take such actions, Sublessee hereby appoints Sublessor as its attorney-in-fact with authority to execute such documents and take such actions, which appointment is coupled with an interest and is irrevocable. Exhibit ASUCH APPROVAL SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED.

Leasehold Improvements. Subject All improvements to the terms of Section 8 belowPremises (collectively, effective "Leasehold Improvements") shall be owned by Landlord and shall remain upon the Commencement Premises without compensation to Tenant. However, Landlord, by written notice to Tenant within 30 days prior to the Termination Date, Sublessor may require Tenant to remove, at Tenant's expense: (1) Cable (defined in Section IX.A) installed by or for the exclusive benefit of Tenant and located in the Premises or other portions of the Building; and (2) any Leasehold Improvements that are performed by or for the benefit of Tenant and, in Landlord's reasonable judgment, are of a nature that would require removal and repair costs that are materially in excess of the removal and repair costs associated with standard office improvements (collectively referred to as "Required Removables"). Without limitation, it is agreed that Required Removables include internal stairways, raised floors, personal baths and showers, vaults, rolling file systems and structural alterations and modifications of any type. Notwithstanding the foregoing, Tenant may request in writing at the time it submits its plans and specifications for Leasehold Improvements, that Landlord advise Tenant whether Landlord will require Tenant to remove, at the termination of this Lease or Tenant's right to possession hereunder, such Leasehold Improvements, or any particular portion thereof, and Landlord shall convey advise Tenant within ten (10) days after receipt of Tenant's request as to Sublessee ownership whether Landlord will require removal; provided, however, Landlord shall have the right to require Tenant to remove any vault or stairway installed in the Premises, regardless of whether Landlord timely notified Tenant that it would require such removal; provided further, however, in any event Tenant shall remove any raised floor installed in the Premises. The Required Removables designated by Landlord shall be removed by Tenant before the Termination Date, provided that upon prior written notice to Landlord, Tenant may remain in the Premises for up to 5 days after the Termination Date for the sole purpose of removing the Required Removables, but in no event shall any such holdover in the Premises constitute or create a tenancy-at-will under existing applicable law. Tenant's possession of the Premises shall be subject to all of the Current Leasehold Improvements located terms and conditions of this Lease, including the obligation to pay Rent on a per diem basis at the Premises and owned by Sublessor as rate in effect for the last month of the Commencement DateTerm. Such conveyance Tenant shall be “as is” without representations repair damage caused by the installation or warranties removal of Required Removables. If Tenant fails to remove any kind whatsoeverRequired Removables or perform related repairs in a timely manner, expressLandlord, implied or statutoryat Tenant's expense, may remove and dispose of the Required Removables and perform the required repairs. Concurrently with the execution Tenant, within 30 days after receipt of this Sublease, Sublessor shall execute a xxxx of sale in the form attached hereto as Exhibit D (the “Xxxx of Sale”). Such Xxxx of Sale shall be deemed delivered by Sublessor to Sublessee only upon the commencement of this Sublease, and, if this Sublease does not commencean invoice, shall be void ab initio and of no effect. In reimburse Landlord for the event of termination of this Sublease reasonable costs incurred by reason of a default on the part of Sublessee, the Current Leasehold Improvements, together with any other leasehold improvements made subsequent to the Commencement Date (“Future Leasehold Improvements”; the Current Leasehold Improvements and the Future Leasehold Improvements being sometimes collectively referred to herein as the “Leasehold Improvements”), shall automatically become the property of Sublessor. In the event of an early termination of this Sublease not due to the fault of Sublessee, all such Leasehold Improvements shall be conveyed by Sublessee to Sublessor and Sublessor shall pay to Sublessee the fair market value of the Leasehold Improvements valued as of the date of termination and with fair market value calculated as provided below. In order to effect such conveyance (or, at Sublessor’s option in the event of a termination for Sublessee’s default, to confirm the ownership of such Leasehold Improvements), Sublessee shall take such actions and execute such documents as Sublessor may reasonably require, including, without limitation, execution of a xxxx of sale for such Leasehold Improvements. If Sublessee fails or refuses to execute such documents or take such actions, Sublessee hereby appoints Sublessor as its attorney-in-fact with authority to execute such documents and take such actions, which appointment is coupled with an interest and is irrevocable. Exhibit ALandlord.

Leasehold Improvements. Subject A. Tenant shall not construct any leasehold improvements or otherwise alter the leased Premises without Landlord's prior written approval of the plans and specifications therefor, which approval shall not be unreasonably withheld or delayed; provided, however, that Tenant shall have the right to make interior alterations to the terms Premises which do not materially affect the structural elements of Section 8 belowthe Premises and do not exceed Twenty-Five Thousand Dollars ($25,000) in cost, effective upon without obtaining Landlord's prior written approval. All such leasehold improvements shall be installed by Tenant at Tenant's expense by a licensed contractor in compliance with the approved plans and specifications therefor and in strict accordance with all Laws. All such construction shall be done in a good and workmanlike manner using new materials of good quality. Tenant shall not commence construction of any leasehold improvements until (i) all required governmental approvals and permits shall have been obtained; and (ii) Tenant shall have given Landlord at least five (5) days prior written notice of its intention to commence such construction. All leasehold improvements constructed by Tenant shall remain the property of Tenant during the Lease Term and Tenant shall have the right to depreciate the same and claim and collect investment tax credits and all other tax savings with respect thereto. Tenant shall have the right to remove any leasehold improvements installed by Tenant so long as (i) it repairs all damage caused by the removal thereof and returns the Premises to the condition existing prior to the installation; and (ii) such improvements are not integrated into building systems such as HVAC or electrical systems. Landlord may require Tenant to remove at the expiration of the Lease Term leasehold improvements previously designated by Landlord and restore the Premises to the extent necessary to return the Premises to a condition that has substantially the same value as existed on the Commencement Date, Sublessor shall convey to Sublessee ownership of all ordinary wear and tear excepted, if (a) such improvements were approved in writing by Landlord; (b) at the time such approval was given by Landlord, Landlord informed Tenant in writing that Landlord would require that such leasehold improvements be removed at the termination of the Current Leasehold Improvements located on Lease Term; and (c) such improvements are of limited special purpose use and are not commonly installed in buildings of the size, quality and type, and in the location of the Premises. Subject to the provisions of phrases (a) and (b) of the preceding sentence, Landlord may require Tenant to remove standard office improvements at the expiration of the Lease Term if more than twenty-five percent (25%) of the gross square footage of the Premises and owned by Sublessor as is used for private offices, but in no event shall Tenant be obligated to remove more office improvements than are required to reduce the space within the Premises used for private offices to twenty-five percent (25%) of the Commencement Dategross square footage of the Premises. Within ten (10) business days after demand therefor from Tenant, Landlord shall execute and deliver a lien waiver or other document in form customarily required by any supplier, lessor or lender in connection with the installation in the Premises of Tenant's personal property, equipment or trade fixtures, pursuant to which Landlord shall waive any right it may have or acquire with respect to such property. Such conveyance shall be “as is” without representations or warranties of any kind whatsoever, express, implied or statutory. Concurrently with the execution of this Sublease, Sublessor shall execute a xxxx of sale in the form attached hereto as Exhibit D (the “Xxxx of Sale”). Such Xxxx of Sale shall be deemed delivered by Sublessor waiver may require Landlord to Sublessee only upon the commencement of this Sublease, and, if this Sublease does not commence, shall be void ab initio and of no effect. In the event of termination of this Sublease by reason of a default on the part of Sublessee, the Current Leasehold Improvements, together with any other leasehold improvements made subsequent grant to the Commencement Date (“Future Leasehold Improvements”; party requiring Tenant to obtain such waiver, a license to enter the Current Leasehold Improvements and the Future Leasehold Improvements being sometimes collectively referred Premises in order to herein as the “Leasehold Improvements”)assemble, shall automatically become inventory or remove the property covered by the lien waiver, provided Tenant is not in default and provided that the entry and removal takes place during the Lease Term and such third party shall repair in a first class manner any and all damage caused by removal of Sublessor. In the event of an early termination of this Sublease not due to the fault of Sublessee, all such Leasehold Improvements shall be conveyed by Sublessee to Sublessor and Sublessor shall pay to Sublessee the fair market value of the Leasehold Improvements valued as of the date of termination and with fair market value calculated as provided below. In order to effect such conveyance (or, at Sublessor’s option in the event of a termination for Sublessee’s default, to confirm the ownership of such Leasehold Improvements), Sublessee shall take such actions and execute such documents as Sublessor may reasonably require, including, without limitation, execution of a xxxx of sale for such Leasehold Improvements. If Sublessee fails or refuses to execute such documents or take such actions, Sublessee hereby appoints Sublessor as its attorney-in-fact with authority to execute such documents and take such actions, which appointment is coupled with an interest and is irrevocable. Exhibit Aspecific property.

Leasehold Improvements. Subject All improvements to the terms of Section 8 belowPremises other than Tenant's Property (as defined in Article XV) (collectively, effective "Leasehold Improvements") shall be owned by Landlord and shall remain upon the Commencement Premises without compensation to Tenant. However, Landlord, by written notice to Tenant within 30 days prior to the Termination Date, Sublessor shall convey may require Tenant to Sublessee ownership remove, at Tenant's expense: (1) Cable (defined in Section IX.A) installed by or for the exclusive benefit of all Tenant and located in the Premises or other portions of the Current Building; and (2) any Leasehold Improvements located on that are performed by or for the Premises benefit of Tenant after the Commencement Date and, in Landlord's reasonable judgment, are of a nature that would require removal and owned by Sublessor repair costs that are materially in excess of the removal and repair costs associated with standard office improvements (collectively referred to as "Required Removables"). Without limitation, it is agreed that Required Removables include internal stairways, raised floors, personal baths and showers, vaults, rolling file systems and structural alterations and modifications of any type made after the Commencement Date. Such conveyance The Required Removables designated by Landlord shall be “as is” without representations or warranties removed by Tenant before the Termination Date, provided that upon prior written notice to Landlord. Tenant may remain in the Premises for up to 5 days after the Termination Date for the sole purpose of any kind whatsoever, express, implied or statutoryremoving the Required Removables. Concurrently with Tenant's possession of the execution Premises shall be subject to all of the terms and conditions of this SubleaseLease, Sublessor including the obligation to pay Rent on a per diem basis at the rate in effect for the last month of the Term. Tenant shall execute repair damage caused by the installation or removal of Required Removables. If Tenant fails to remove any Required Removables or perform related repairs in a xxxx timely manner. Landlord, at Tenant's expense, may remove and dispose of sale the Required Removables and perform the required repairs. Tenant, within 30 days after receipt of an invoice, shall reimburse Landlord for the reasonable costs incurred by Landlord. Notwithstanding the foregoing, Tenant, at the time it requests approval for a proposed Alteration (defined in Section IX.C), may request in writing that Landlord advise Tenant whether the form attached hereto Alteration or any portion of the Alteration will be designated as Exhibit D (a Required Removable. Within 30 days after receipt of Tenant's request, Landlord shall advise Tenant in writing as to which portions of the “Xxxx of Sale”). Such Xxxx of Sale shall be deemed delivered by Sublessor to Sublessee only upon the commencement of this Sublease, andAlteration, if this Sublease does not commenceany, shall will be void ab initio and of no effectconsidered to be Required Removables. In the event of termination of this Sublease by reason of a default on the part of Sublessee, the Current Leasehold Improvements, together with any other leasehold improvements made subsequent If Landlord fails to the Commencement Date (“Future Leasehold Improvements”; the Current Leasehold Improvements and the Future Leasehold Improvements being sometimes collectively referred advise Tenant in writing as to herein as the “Leasehold Improvements”), shall automatically become the property of Sublessor. In the event of an early termination of this Sublease not due to the fault of Sublessee, all such Leasehold Improvements shall be conveyed by Sublessee to Sublessor and Sublessor shall pay to Sublessee the fair market value which portions of the Leasehold Improvements valued as of Alteration will be considered to be Required Removables. Tenant will have no obligation to remove the date of termination and with fair market value calculated as provided below. In order Alterations which were the subject to effect such conveyance (or, at Sublessor’s option in the event of a termination for Sublessee’s default, to confirm the ownership of such Leasehold Improvements), Sublessee shall take such actions and execute such documents as Sublessor may reasonably require, including, without limitation, execution of a xxxx of sale for such Leasehold Improvements. If Sublessee fails or refuses to execute such documents or take such actions, Sublessee hereby appoints Sublessor as its attorney-in-fact with authority to execute such documents and take such actions, which appointment is coupled with an interest and is irrevocable. Exhibit ATenant's request.

Leasehold Improvements. Subject All improvements to the terms of Section 8 belowPremises (collectively, effective "Leasehold Improvements") shall be owned by Landlord and shall remain upon the Commencement Premises without compensation to Tenant. However, Landlord, by written notice to Tenant within 30 days prior to the Termination Date, Sublessor may require Tenant to remove, at Tenant's expense: (1) Cable (defined in Section IX.A) installed by or for the exclusive benefit of Tenant and located in the Premises or other portions of the Building; and (2) any Leasehold Improvements that are performed by or for the benefit of Tenant and, in Landlord's reasonable judgment, are of a nature that would require removal and repair costs that are materially in excess of the removal and repair costs associated with standard office improvements (collectively referred to as "Required Removables"). Without limitation, it is agreed that Required Removables include internal stairways, raised floors, personal baths and showers, vaults, rolling file systems and structural alterations and modifications of any type. The Required Removables designated by Landlord shall convey be removed by Tenant before the Termination Date, provided that upon prior written notice to Sublessee ownership Landlord, Tenant may remain in the Premises for up to 5 days after the Termination Date for the sole purpose of removing the Required Removables. Tenant's possession of the Premises shall be subject to all of the Current Leasehold Improvements located terms and conditions of this Lease, including the obligation to pay Rent on a per diem basis at the Premises and owned by Sublessor as rate in effect for the last month of the Commencement DateTerm. Such conveyance Tenant shall repair damage caused by the installation or removal of Required Removables. If Tenant fails to remove any Required Removables or perform related repairs in a timely manner, Landlord, at Tenant's expense, may remove and dispose of the Required Removables and perform the required repairs. Tenant, within 30 days after receipt of an invoice, shall reimburse Landlord for the reasonable costs incurred by Landlord. Notwithstanding the foregoing, Tenant, at the time it requests approval for a proposed Alteration (defined in Section IX.C), may request in writing that Landlord advise Tenant whether the Alteration or the Initial Alterations, as the case may be, or any portion of the Alteration or the Initial Alterations, as the case may be, will be “designated as is” without representations a Required Removable. Within 10 days after receipt of Tenant's request, Landlord shall advise Tenant in writing as to which portions of the Alteration or warranties of any kind whatsoeverthe Initial Alterations, express, implied or statutory. Concurrently with as the execution of this Sublease, Sublessor shall execute a xxxx of sale in the form attached hereto as Exhibit D (the “Xxxx of Sale”). Such Xxxx of Sale shall be deemed delivered by Sublessor to Sublessee only upon the commencement of this Sublease, andcase may be, if this Sublease does not commenceany, shall will be void ab initio and of no effect. In the event of termination of this Sublease by reason of a default on the part of Sublessee, the Current Leasehold Improvements, together with any other leasehold improvements made subsequent considered to the Commencement Date (“Future Leasehold Improvements”; the Current Leasehold Improvements and the Future Leasehold Improvements being sometimes collectively referred to herein as the “Leasehold Improvements”), shall automatically become the property of Sublessor. In the event of an early termination of this Sublease not due to the fault of Sublessee, all such Leasehold Improvements shall be conveyed by Sublessee to Sublessor and Sublessor shall pay to Sublessee the fair market value of the Leasehold Improvements valued as of the date of termination and with fair market value calculated as provided below. In order to effect such conveyance (or, at Sublessor’s option in the event of a termination for Sublessee’s default, to confirm the ownership of such Leasehold Improvements), Sublessee shall take such actions and execute such documents as Sublessor may reasonably require, including, without limitation, execution of a xxxx of sale for such Leasehold Improvements. If Sublessee fails or refuses to execute such documents or take such actions, Sublessee hereby appoints Sublessor as its attorney-in-fact with authority to execute such documents and take such actions, which appointment is coupled with an interest and is irrevocable. Exhibit ARequired Removables.

Leasehold Improvements. Subject All improvements in and to the terms of Premises excluding Tenant’s Property (as that term is defined in Section 8 14 below), effective upon including the Commencement Date, Sublessor shall convey to Sublessee ownership of all of the Current Leasehold Improvements located on the Premises and owned by Sublessor as of the Commencement Date. Such conveyance shall be “as is” without representations or warranties of any kind whatsoever, express, implied or statutory. Concurrently with the execution of this Sublease, Sublessor shall execute a xxxx of sale in the form attached hereto as Exhibit D (the “Xxxx of Sale”). Such Xxxx of Sale shall be deemed delivered by Sublessor to Sublessee only upon the commencement of this Sublease, and, if this Sublease does not commence, shall be void ab initio and of no effect. In the event of termination of this Sublease by reason of a default on the part of Sublessee, the Current Leasehold Improvements, together with any other leasehold improvements made subsequent to the Commencement Date (“Future Leasehold Improvements”; the Current Leasehold Initial Improvements and the Future Leasehold Improvements being sometimes collectively referred to herein as the any Alterations (collectively, “Leasehold Improvements”) shall remain upon the Premises at the end of the Term without compensation to Tenant. Landlord, however, by written notice to Tenant given concurrently with Landlord’s approval of the applicable Leasehold Improvements to the extent such approval is required hereunder (and otherwise within thirty (30) days after Tenant’s request for such determination with respect to any work for which Landlord’s approval is not required hereunder), shall automatically become the property may require Tenant, at its expense, to remove any Initial Improvements or Alterations, other than Cable (defined below), that, in Landlord’s reasonable judgment, are of Sublessor. In the event of an early termination of this Sublease not due to the fault of Sublessee, all such Leasehold Improvements shall be conveyed by Sublessee to Sublessor a nature that would require removal and Sublessor shall pay to Sublessee the fair market value repair costs that are materially in excess of the Leasehold Improvements valued removal and repair costs associated with standard office improvements (collectively referred to as of the date of termination and with fair market value calculated as provided below“Required Removables”). In order to effect such conveyance (or, at Sublessor’s option in the event of a termination for Sublessee’s default, to confirm the ownership of such Leasehold Improvements), Sublessee Required Removables shall take such actions and execute such documents as Sublessor may reasonably require, includinginclude, without limitation, execution internal stairways, raised floors, personal restrooms and showers, vaults, rolling file systems and structural alterations and modifications. The designated Required Removables shall be removed by Tenant before the Termination Date. Tenant shall repair damage caused by the installation or removal of a xxxx of sale for such Leasehold ImprovementsRequired Removables. If Sublessee Tenant fails to perform its obligations in a timely manner, Landlord may perform such work at Tenant’s expense. Tenant, at the time it requests approval for a proposed Alteration, may request in writing that Landlord advise Tenant whether the Alteration or refuses any portion of the Alteration is a Required Removable. Within ten (10) days after receipt of Tenant’s written request accompanied by plans and specifications of the proposed Alterations at issue, Landlord shall advise Tenant in writing as to execute which portions of the Alteration are Required Removables. However, it is agreed that Required Removables shall not include any usual office improvements such documents or take such actionsas gypsum board, Sublessee hereby appoints Sublessor as its attorneypartitions Building standard, ceiling grids and tiles, fluorescent lighting panels, Building standard doors and non-in-fact with authority to execute such documents and take such actions, which appointment is coupled with an interest and is irrevocable. Exhibit Aglued down carpeting.

Leasehold Improvements. Subject Tenant agrees to the terms pay Landlord a maximum of Section 8 below, effective $35.00 per foot for any and all Tenant improvements based upon the Commencement Date, Sublessor shall convey to Sublessee ownership existing estimating plans and provided any changes thereto are reasonable in scope. (A copy of all of the Current Leasehold Improvements located on the Premises and owned by Sublessor as of the Commencement Date. Such conveyance shall be “as is” without representations or warranties of any kind whatsoever, express, implied or statutory. Concurrently with the execution of this Sublease, Sublessor shall execute a xxxx of sale in the form said estimating plans are attached hereto as Exhibit D ("D".) Landlord further agrees to competitively bid-out all Tenant improvements on the “Xxxx of Sale”). Such Xxxx of Sale shall be deemed delivered by Sublessor leased premises and to Sublessee only upon allow Tenant to accept or reject the commencement of this Sublease, and, if this Sublease does not commence, shall be void ab initio and of no effectbids for the leasehold improvements. In the event that Tenant does not accept any of termination the bids submitted for the leasehold improvements, then Tenant reserves the right for the Landlord to deliver to Tenant a shell of the building and then Tenant will have the right and responsibility to finish all leasehold improvements. The shell of the building is defined and set forth in the attached plans submitted as Exhibit "D". Tenant further agrees to pay a xxxx-up of 3% to the Landlord for supervision of the leasehold improvements if the Tenant accepts the bids submitted to Landlord and Landlord is responsible for completing the leasehold improvements. Payment to the Landlord hereunder shall be made in accordance with a separate contract between Landlord and Tenant regarding said leasehold improvements. The parties hereto have executed this Lease Agreement on the day and year first above written. As to Landlord: As to Tenant: CRESTWOOD CONSTRUCTION, LLC YARDVILLE NATIONAL BANK By: /s/ Xxxx X. Xxxxx, III By: /s/ Xxxxxxx X. Xxxx --------------------------- ------------------------ XXXX X. XXXXX, III XXXXXXX X. XXXX President/CEO Dated: 5-25--98 Dated: 4/2/98 -------------------------- --------------------- ADDENDUM TO LEASE AGREEMENT --------------------------- LANDLORD: CRESTWOOD CONSTRUCTION, LLC --------- TENANT: YARDVILLE NATIONAL BANK ------- PROPERTY: Block 0000, Xxx 000, Xxxxxxxx Xxxxxxxx, NJ --------- ================================================================================ The contents of this Sublease by reason of a default on the Addendum are an Integral part of Sublesseethe Lease Agreement dated May 8, 1998 and wherever the contents of the Lease Agreement and this Addendum differ, the Current Leasehold Improvements, together with any other leasehold improvements made subsequent to the Commencement Date (“Future Leasehold Improvements”; the Current Leasehold Improvements and the Future Leasehold Improvements being sometimes collectively referred to herein as the “Leasehold Improvements”), Addendum shall automatically become the property of Sublessor. In the event of an early termination of this Sublease not due to the fault of Sublessee, all such Leasehold Improvements shall be conveyed by Sublessee to Sublessor and Sublessor shall pay to Sublessee the fair market value of the Leasehold Improvements valued as of the date of termination and with fair market value calculated as provided below. In order to effect such conveyance (or, at Sublessor’s option in the event of a termination for Sublessee’s default, to confirm the ownership of such Leasehold Improvements), Sublessee shall take such actions and execute such documents as Sublessor may reasonably require, including, without limitation, execution of a xxxx of sale for such Leasehold Improvements. If Sublessee fails or refuses to execute such documents or take such actions, Sublessee hereby appoints Sublessor as its attorney-in-fact with authority to execute such documents and take such actions, which appointment is coupled with an interest and is irrevocable. Exhibit Agovern.

Leasehold Improvements. Subject to Tenant shall not construct any Leasehold Improvements or otherwise alter the terms of Section 8 below, effective upon Leased Premises without Landlord’s prior approval if the Commencement Date, Sublessor shall convey to Sublessee ownership of all cumulative cost therefor exceeds Ten Thousand Dollars ($10,000.00) or such work affects the structural parts or exterior of the Current Leasehold Improvements located on Building, and not until Landlord shall have first approved the Premises plans and owned by Sublessor as of the Commencement Datespecifications therefor, which approvals shall not be unreasonably withheld or delayed. Such conveyance shall be “as is” without representations or warranties of any kind whatsoever, express, implied or statutory. Concurrently with the execution of this Sublease, Sublessor shall execute a xxxx of sale in the form attached hereto as Exhibit D (the “Xxxx of Sale”). Such Xxxx of Sale shall be deemed delivered by Sublessor to Sublessee only upon the commencement of this Sublease, and, if this Sublease does not commence, shall be void ab initio and of no effect. In the event of termination of this Sublease by reason of a default on the part of Sublessee, the Current Leasehold Improvements, together with any other leasehold improvements made subsequent to the Commencement Date (“Future Leasehold Improvements”; the Current Leasehold Improvements and the Future Leasehold Improvements being sometimes collectively referred to herein as the “Leasehold Improvements”), shall automatically become the property of Sublessor. In the event of an early termination of this Sublease not due to the fault of Sublessee, all All such approved Leasehold Improvements shall be conveyed installed by Sublessee to Sublessor Tenant at Tenant’s expense, using a licensed and Sublessor financially sound contractor first approved by Landlord, in substantial compliance with the approved plans and specifications therefor. All construction done by Tenant shall pay to Sublessee the fair market value be done in accordance with all Laws and in a good and workmanlike manner using new materials of good quality. Tenant shall not commence construction of any Leasehold improvements until (a) all required governmental approvals and permits shall have been obtained, (b) all requirements regarding insurance imposed by this Lease shall have been satisfied, (c) Tenant shall have given Landlord at least five (5) days prior written notice of the actual date for which such construction shall commence, (d) Tenant shall have notified Landlord by telephone of the commencement of construction on or before the day it commences, and (e) Tenant shall have obtained contingent liability and broad form builder’s risk insurance in an amount satisfactory to Landlord if there are any perils relating to the proposed construction not covered by insurance carried pursuant to Article 9. All Leasehold Improvements valued as shall remain the property of Tenant during the Lease Term but shall not be altered or removed from the Leased Premises. At the expiration or sooner termination of the date Lease Term, all Leasehold Improvements shall be surrendered to Landlord as part of termination the realty and shall then become Landlord’s property, and Landlord shall have no obligation to reimburse Tenant for all or any portion of the value or cost thereof; provided, however, that if Landlord requires Tenant to remove any Leasehold Improvements in accordance with fair market value calculated as provided below. In order the provisions of Article 15, then Tenant shall so remove such Leasehold Improvements and restore the Leased Premises to effect such conveyance (or, at Sublessor’s option in their condition prior to the event of a termination for Sublessee’s default, to confirm the ownership installation of such Leasehold Improvements), Sublessee shall take such actions and execute such documents as Sublessor may reasonably require, including, without limitation, execution improvements prior to the expiration or sooner termination of a xxxx of sale for such Leasehold Improvements. If Sublessee fails or refuses to execute such documents or take such actions, Sublessee hereby appoints Sublessor as its attorney-in-fact with authority to execute such documents and take such actions, which appointment is coupled with an interest and is irrevocable. Exhibit Athe Lease Term.

Leasehold Improvements. Subject Landlord will construct the Building in ---------------------- substantial accordance with the building plans and specifications previously furnished to Tenant ("Building Plans"), which Building Plans are identified in Exhibit D. Landlord will use its best efforts to substantially complete the construction of the Building in such a time frame, so as to facilitate the substantial completion of the improvements to the terms Leased Premises by the targeted Commencement Date set forth in the Lease Summary (subject to the occurrence of Section 8 belowthe "Delay Events" defined later in this (S)9). Landlord will provide a tenant improvement allowance of $2,016,420 ("TI Allowance") for the construction of leasehold improvements to the Leased Premises below a finished ceiling ("Improvements"). To the extent the cost of the improvements ultimately approved by Landlord and Tenant is more or less than the aforementioned TI Allowance, effective upon then the Commencement Dateannual Base Rent payable by Tenant during each year of the initial ten-year Lease Term will be increased (in the case of excess costs) or decreased (in the case of diminished costs), Sublessor shall convey as the case may be, by an amount equal to Sublessee ownership 16.5% of such excess or diminished costs. Landlord and Tenant agree that, promptly following the parties' execution of this Lease, they will meet to develop approved preliminary specifications for the Improvements. Once Landlord and Tenant have approved preliminary specifications for the Improvements, Landlord will proceed with the preparation of the final architectural and engineering drawings, plans and specifications for the Improvements. Once those drawings, plans and specifications are completed, Landlord will deliver a full set thereof to Tenant for its review and approval. The approved final drawings, plans and specifications ("Final Plans") will be deemed incorporated herein by its reference. If, following the approval of the Final Plans, Tenant expresses a desire to make any revisions thereto, Tenant will so notify Landlord and Landlord will then ask its general contractor to prepare a cost estimate for the making of such changes. Landlord will promptly notify Tenant of any increased costs or savings resulting from such changes and Tenant will have the right to require Landlord to cause such changes to be made to the final Plans; provided, however, that such changes will not unreasonably affect the structurally integrity or value of the Building. If the aggregate of all such changes results in a net increase or decrease in the cost of the construction of the Improvements, then any such difference will be taken into consideration in adjusting the Base Rent in the manner contemplated in the second paragraph of this (S)9. Tenant will have the right to select a bonded, licensed contractor to participate in open bidding for the contract to construct the Improvements. Landlord will keep Tenant fully apprised of and invite Tenant's participation in and review of all general contractor bids for the construction of the Improvements. Landlord will consult with Tenant with regard to the final selection of a general contractor to construct the Improvements. The general contractor ultimately selected to construct the Improvements will be a general contractor, which is reasonably acceptable to both Landlord and Tenant. If all of the Current Leasehold Improvements located on bids received with respect to the Premises and owned by Sublessor as construction of the Commencement DateImprovements are substantially higher than the TI Allowance, then Tenant will have the right to cause Landlord to revise the Final Plans and resubmit the same to the designated general contractors, asking them for a revised bid, so as to try to reduce the ultimate cost of such Improvements; provided, however, that any delay in Landlord's construction of the Improvements caused by the revision of such Final Plans and the resubmission thereof to the designated general contractors will be treated as a Tenant-caused delay within the meaning of this (S)9. Such conveyance shall Landlord agrees that all bids solicited by it from general contractors with respect to the construction of the Improvements will be “required to include a schedule of values so as is” without representations or warranties to facilitate the identification and computation of any kind whatsoeverchange orders and cost modifications. Finally, expressTenant will have the right to select an independent construction management firm to supervise construction of the Improvements on Tenant's behalf, implied or statutorywith all fees to be paid to such construction manager to be included in the TI Allowance. Concurrently Landlord will cause the improvements to be constructed in accordance with the execution Final Plans. Landlord will conduct a "walk-through" of this Subleasethe Leased Premises with Tenant, Sublessor shall execute a xxxx so as to permit Tenant the right and opportunity to confirm that the improvements have been constructed in accordance with the Final Plans. Landlord will use its best efforts to substantially complete construction of sale the Improvements on or before the targeted Commencement Date set forth in the form attached hereto as Exhibit D (Lease Summary, subject to delays caused by the “Xxxx occurrence of Sale”). Such Xxxx of Sale shall be deemed delivered by Sublessor to Sublessee only upon the commencement of this Sublease, and, if this Sublease does not commence, shall be void ab initio and of no effect. In the event of termination of this Sublease by reason of a default on the part of Sublessee, the Current Leasehold Improvements, together with any other leasehold improvements made subsequent to the Commencement Date (“Future Leasehold Improvements”; the Current Leasehold Improvements and the Future Leasehold Improvements being sometimes collectively referred to herein as the “Leasehold Improvements”), shall automatically become the property of Sublessor. In the event of an early termination of this Sublease not due to the fault of Sublessee, all such Leasehold Improvements shall be conveyed by Sublessee to Sublessor and Sublessor shall pay to Sublessee the fair market value of the Leasehold Improvements valued as of the date of termination and with fair market value calculated as provided below. In order to effect such conveyance (or, at Sublessor’s option in the event of a termination for Sublessee’s default, to confirm the ownership of such Leasehold Improvements), Sublessee shall take such actions and execute such documents as Sublessor may reasonably requireevents beyond its reasonable control, including, without limitation, execution labor troubles, inability to procure materials, restrictive governmental laws, actions and pronouncements, acts of God, unseasonable weather, Tenant's failure to timely respond to any matter submitted for its review, and Tenant's requested change orders ("Delay Events"). The establishment of the substantial completion date referred to in the immediately preceding sentence is predicated upon the various Construction Milestone Dates referred to in Exhibit E being met in a timely manner with respect to the preparation, submission and approval of all preliminary specifications and Final Plans. Tenant agrees that it will review and either review or specify its objections to any documents or drawings submitted to it for its review and approval hereunder within ten days after its receipt of the same. If Tenant fails to respond to any submission to it within ten days after its receipt of the same, then it will be deemed to have approved the same for all purposes of this Lease. Notwithstanding anything to the contrary contained herein, if Landlord's inability to substantially complete the improvements on or before the targeted Commencement Date set forth in the Lease Summary is attributable to Tenant-caused delays (including, without limitation, Tenant's failure to timely respond to any matter submitted for its review, delays caused by Tenant' s requested change orders or Tenant's failure to meet the Construction Milestone Dates referred to in Exhibit E), then the Commencement Date will remain as set forth in the Lease Summary, notwithstanding the fact that the Improvements are not yet substantially completed, and Tenant will, from and after the Commencement Date, have an obligation to pay Base Rent and perform all of its other obligations and duties set forth in this Lease. If Landlord's failure to substantially complete the improvements to the Leased Premises by the targeted Commencement Date set forth in the Lease Summary is attributable to any reason other than a Tenant-caused delay (as that term is defined above), then, subject to the remaining provisions of this (S)9 with respect to the imposition of per diem penalties and the grant to Tenant of a xxxx right to terminate the Lease, the Commencement Date and the Termination Date will each be deferred by the number of sale for such Leasehold Improvementsdays of the delay in substantially completing the improvements to the Leased Premises and Tenant's obligation to pay Base Rent and perform all of its other obligations and duties set forth in this Lease will be similarly deferred until the deferred Commencement Date hereunder. If Sublessee fails the Leased Premises are not substantially completed by November 1, 1996, for any reason other than the occurrence of any Delay Event, then Landlord will be obligated to pay a per diem penalty to Tenant equal to $967 per day for each day after November 1, 1996 until the Leased Premises are so substantially completed. If the Leased Premises are not substantially completed by January 1, 1997, for any reason other than the occurrence of any Delay Event, then Tenant will have the right to terminate this Lease by delivering written notice of the termination thereof to Landlord on or refuses before January 31, 1997. For the purposes of this Lease, the improvements will be deemed "substantially completed" on the earlier of the date on which Tenant occupies the Leased Premises or the date on which a certificate of occupancy for the Improvements is issued by the appropriate governmental authority. To the extent Tenant occupies a part, but not all of the Leased Premises prior to execute the Commencement Date as it relates to the entire Leased Premises, then all of the terms and conditions of this Lease will nonetheless apply to Tenant's occupancy of such documents or take part of the Leased Premises prior to such actionsCommencement Date and Tenant will pay Base Rent hereunder in an amount equal to the Base Rent payable hereunder for the entire Leased Premises, Sublessee hereby appoints Sublessor multiplied by a fraction having as its attorney-in-fact with authority to execute such documents numerator the number of rentable square feet so occupied by Tenant and take such actions, which appointment is coupled with an interest and is irrevocable. Exhibit Ahaving as its denominator the total number of rentable square feet contained within the Leased Premises.

Leasehold Improvements. Subject All improvements in and to the terms of Premises, including any Alterations (defined in Section 8 below9.03) (collectively, effective upon the Commencement Date, Sublessor shall convey to Sublessee ownership of all of the Current Leasehold Improvements located on the Premises and owned by Sublessor as of the Commencement Date. Such conveyance shall be “as is” without representations or warranties of any kind whatsoever, express, implied or statutory. Concurrently with the execution of this Sublease, Sublessor shall execute a xxxx of sale in the form attached hereto as Exhibit D (the “Xxxx of Sale”). Such Xxxx of Sale shall be deemed delivered by Sublessor to Sublessee only upon the commencement of this Sublease, and, if this Sublease does not commence, shall be void ab initio and of no effect. In the event of termination of this Sublease by reason of a default on the part of Sublessee, the Current Leasehold Improvements, together with any other leasehold improvements made subsequent to the Commencement Date (“Future Leasehold Improvements”; the Current Leasehold Improvements and the Future Leasehold Improvements being sometimes collectively referred to herein as the “Leasehold Improvements”) shall remain upon the Premises at the end of the Term without compensation to Tenant, provided that Tenant, at its expense, shall remove all Cable (defined in Section 9.01 below) and that Tenant may remove any Alterations, improvements, fixtures and/or equipment which have not been paid for by Landlord, provided that Tenant repair any damage caused by such removal and restore the Premises to the condition existing prior to installation of the same. Tenant shall not be required to remove the Tenant Improvements constructed by Landlord in the Work Agreement. In addition, Landlord, by written notice delivered to Tenant at least 30 days prior to the Termination Date, may require Tenant, at Tenant’s expense, to remove any Alterations (the Cable and such other items collectively are referred to as “Required Removables”), but shall automatically become the property of Sublessor. In the event of an early termination of this Sublease not due require Tenant to the fault of Sublessee, all such Leasehold Improvements shall be conveyed by Sublessee to Sublessor and Sublessor shall pay to Sublessee the fair market value remove any improvements that were part of the Leasehold Improvements valued as of the date of termination and with fair market value calculated as provided belowTenant Improvements. In order to effect such conveyance (or, at Sublessor’s option in the event of a termination for Sublessee’s default, to confirm the ownership of such Leasehold Improvements), Sublessee Required Removables shall take such actions and execute such documents as Sublessor may reasonably require, includinginclude, without limitation, execution internal stairways, raised floors, personal baths and showers, vaults, supplemental HVAC units (and associated mechanical infrastructure), rolling file systems and structural alterations and modifications and specialized non-standard office improvements (game room, bowling alley, etc.). Notwithstanding the foregoing, Tenant, at the time it requests approval for a proposed Alteration, including any initial Alterations or Tenant Improvements, may request in writing that Landlord advise Tenant whether the improvement is a Required Removable. In such event, if Landlord approves the Alteration(s) in question, Landlord shall advise Tenant concurrently with such approval as to which portions of a xxxx the proposed Alterations or other improvements are Required Removables. Required Removables shall be removed by Tenant before the Termination Date. Tenant shall repair damage caused by the installation or removal of sale for such Leasehold ImprovementsRequired Removables to Landlord’s satisfaction. If Sublessee Tenant fails or refuses to execute perform its obligations in a timely manner, Landlord may perform such documents or take such actions, Sublessee hereby appoints Sublessor as its attorney-in-fact with authority to execute such documents and take such actions, which appointment is coupled with an interest and is irrevocable. Exhibit Awork at Tenant’s expense.

Leasehold Improvements. Subject Commencing with the Premises in a Finished Shell Condition (as defined in Schedule 1 to this Exhibit B), Landlord shall engage The Clarx Xxxstruction Group, Inc. (the LEASEHOLD CONTRACTOR) to install in the Premises those initial improvements (the "LEASEHOLD IMPROVEMENTS") specified in final construction and engineering drawings, approved by Landlord in accordance with this Exhibit B. The Leasehold Contractor shall bid the work on the Leasehold Improvements to at least three (3) reputable subcontractors in all major trades or, alternatively, Tenant and Landlord shall negotiate the price of the work with subcontractors currently working on other projects in the Complex in order to obtain the earliest possible occupancy date. Landlord shall not be obligated to provide any improvements, and the Premises shall be delivered containing no property of any kind, other than the Leasehold Improvements. Tenant shall pay all costs and expenses incurred in connection with designing, permitting, managing and constructing the Leasehold Improvements (the "LEASEHOLD COSTS") (including, but not limited to (i) one-half of all costs of all demising walls in the Premises adjacent to another tenant space or adjacent to common areas, if any (specifically excluding the walls described in Schedule I attached hereto), and (ii) general contractor's fee of five percent (5%) of the construction costs (plus reasonable general conditions) payable to the terms of Section 8 below, effective upon the Commencement Date, Sublessor shall convey Leasehold Contractor and a Development Manager's fee in an amount equal to Sublessee ownership three percent (3%) of all Leasehold Costs that exceed the Allowance (as defined below) to the extent such costs and expenses exceed an allowance (the "ALLOWANCE") equal to the product of (a) twenty-seven and 00/100 dollars ($27.00), multiplied by (b) the number of square feet of rentable area in the Premises. Notwithstanding anything herein to the contrary, at least twenty-two dollars ($22.00) per square foot of the Current Leasehold Improvements located on the Premises and owned by Sublessor as of the Commencement Date. Such conveyance Allowance shall be “as is” without representations or warranties of any kind whatsoever, express, implied or statutory. Concurrently with used to fund the execution of this Sublease, Sublessor shall execute a xxxx of sale in the form attached hereto as Exhibit D (the “Xxxx of Sale”). Such Xxxx of Sale shall be deemed delivered by Sublessor to Sublessee only upon the commencement of this Sublease, and, if this Sublease does not commence, shall be void ab initio and of no effect. In the event of termination of this Sublease by reason of a default on the part of Sublessee, the Current Leasehold Improvements, together with any other leasehold improvements made subsequent to the Commencement Date (“Future Leasehold Improvements”; the Current Leasehold Improvements and the Future Leasehold Improvements being sometimes collectively referred to herein as the “Leasehold Improvements”), shall automatically become the property of Sublessor. In the event of an early termination of this Sublease not due to the fault of Sublessee, all such Leasehold Improvements shall be conveyed by Sublessee to Sublessor and Sublessor shall pay to Sublessee the fair market value "hard costs" of the Leasehold Improvements valued as Improvements. Tenant shall pay fifty percent (50%) of Landlord's reasonable estimate of those costs and expenses (if any) which exceed the Allowance on or before the later to occur of (i) the earlier to occur of (A) the date the preliminary space plan is prepared and delivered to Tenant, or (B) the date of termination and with fair market value calculated as provided belowTenant's execution of the Lease, or (ii) the tenth (10th) day after the date Landlord gives Tenant notice of Landlord's estimate of such expenses, or (iii) when the Premises are ready to commence buildout. In order to effect Tenant shall pay the remainder of such conveyance estimate within ten (or, at Sublessor’s option in the event 10) days after Tenant's receipt of a termination notice stating that the Leasehold Improvements are fifty percent (50%) complete, as reasonably determined by Landlord and certified by the Leasehold Contractor. Tenant shall pay for Sublessee’s defaultall such costs and expenses (minus any estimated payments made as aforesaid) when the Leasehold Improvements are substantially complete and Tenant receives a bill xxxrefor showing with reasonable detail such costs and expenses. Tenant shall pay such bill, xx any, no later than the earlier of the Lease Commencement Date or ten (10) business days after Tenant's receipt thereof. All amounts payable pursuant to confirm this Exhibit by Tenant shall be considered additional rent and are subject to the ownership provisions of such Leasehold Improvements), Sublessee shall take such actions and execute such documents as Sublessor may reasonably require, including, without limitation, execution of a xxxx of sale for such Leasehold Improvements. If Sublessee fails or refuses to execute such documents or take such actions, Sublessee hereby appoints Sublessor as its attorney-in-fact with authority to execute such documents and take such actions, which appointment is coupled with an interest and is irrevocable. Exhibit Athe Lease.

Leasehold Improvements. Subject Tenant shall comply with the Tenant improvement schedule attached hereto and made a part hereof as Exhibit "B". The Leased Premises shall be remodeled and improved in accordance with Exhibit "B" and plans and specifications submitted and signed by Tenant. Landlord shall provide Tenant with a finish allowance of $15.00/square foot of Net Rentable Area ($111,405.00), plus demolition as set forth on Exhibit B-2 (the "Allowance"), to include space planning and design, construction, relocation costs, architectural and construction management, and MEP drawings. The Allowance shall include costs for demolition of partitions as shown on Exhibit "B-2" attached hereto. After receipt of the approved working drawings and pricing letter agreement described in said Exhibit "B", Landlord will partition and prepare said Leased Premises in accordance therewith; however, Landlord shall not be required to install any partitions or improvements which are not in conformity with the plans and specifications for the Building or which are not approved by Landlord or Landlord's architect, and Landlord shall be required to bear the expense of installing only the items listed in Exhibit "B" hereto which can be installed at a cost not to exceed the Allowance. All installations in excess of the Allowance ("Tenant's Costs") shall be for Tenant's account, and Tenant shall pay, as additional rent hereunder, to Landlord, an amount therefor equal to Landlord's actual cost thereof, including associated architectural and engineering fees, if any, plus an additional charge of fifteen percent (15%) to cover overhead, promptly upon being invoiced therefor. Additionally, Tenant shall pay all ad valorem taxes and increased insurance premiums that are payable on account of any of Tenant's improvements that are in addition to those items (or quantities thereof) described on Exhibit "B" hereto. Failure by Tenant to pay any sums described in this Section 3.01 in full within thirty (30) days after its receipt of an invoice therefor will constitute failure to pay rent when due and an event of default by Tenant hereunder, giving rise to all remedies available to Landlord under this Lease and at law for nonpayment of rent. It is stipulated that time is of the essence in connection with Tenant's compliance with the terms of Section 8 below, effective upon the Commencement Date, Sublessor shall convey to Sublessee ownership of all Exhibit "B". Landlord may make insubstantial changes in its preparation of the Current Leasehold Improvements located on the Leased Premises and owned by Sublessor as without Tenant's approval. Landlord may make substantial changes in its preparation of the Commencement DateLeased Premises only with Tenant's approval, which approval shall not be unreasonably withheld. Such conveyance shall Upon completion by Landlord of the work to be “performed by it in preparation of the Leased Premises substantially in accordance with Exhibit "B", Landlord will tender possession of such premises to Tenant, and Tenant will accept and occupy the Leased Premises, if completed pursuant to Exhibit "B", subject to punch list items which Landlord will complete as is” without representations or warranties of any kind whatsoever, express, implied or statutorysoon as reasonably possible. Concurrently with the execution of this Sublease, Sublessor shall execute a xxxx of sale The work to be performed by Landlord in the form attached hereto as Exhibit D (preparation of the “Xxxx of Sale”). Such Xxxx of Sale Leased Premises shall be deemed delivered to have been completed substantially in accordance with Exhibit "B", notwithstanding that adjustments may be required to be made by Sublessor Landlord in its work and that minor items of Landlord's work have not been fully completed, so long as Tenant would be able to Sublessee only use the Leased Premises for the purpose provided hereunder upon performance of Tenant's own construction and installation of its fixtures and equipment. Completion substantially in accordance with Exhibit "B" by Landlord may, but need not be, evidenced by a certificate of completion or certificate of substantial completion issued by Landlord's architect. Subject to Section 3.03, after such tender of possession by Landlord, Tenant may enter the Leased Premises under all the terms and conditions of this Lease (except that no rental shall be payable until the commencement of the term as specified in Article 4 hereof) for the purpose of performing its construction work in the Leased Premises and installing its fixtures. Entry into possession by Tenant will constitute acknowledgment by Tenant that the Leased Premises are in the condition called for by this Sublease, and, if this Sublease does not commence, shall be void ab initio Lease and that Landlord has performed all of no effect. In the event of termination of this Sublease by reason of a default on the part of Sublessee, the Current Leasehold Improvements, together with any other leasehold improvements made subsequent Landlord's visible obligations relating to the Commencement Date (“Future Leasehold Improvements”; the Current Leasehold Improvements and the Future Leasehold Improvements being sometimes collectively referred to herein as the “Leasehold Improvements”), shall automatically become the property of Sublessor. In the event of an early termination of this Sublease not due to the fault of Sublessee, all such Leasehold Improvements shall be conveyed by Sublessee to Sublessor and Sublessor shall pay to Sublessee the fair market value preparation of the Leasehold Improvements valued as of the date of termination and with fair market value calculated as provided below. In order Leased Premises, but subject to effect such conveyance (or, at Sublessor’s option in the event of a termination for Sublessee’s default, to confirm the ownership of such Leasehold Improvements), Sublessee shall take such actions and execute such documents as Sublessor may reasonably require, including, without limitation, execution of a xxxx of sale for such Leasehold Improvements. If Sublessee fails or refuses to execute such documents or take such actions, Sublessee hereby appoints Sublessor as its attorney-in-fact with authority to execute such documents and take such actions, which appointment is coupled with an interest and is irrevocable. Exhibit Apunch list items.

Leasehold Improvements. Subject All improvements to the terms of Section 8 belowPremises (collectively, effective upon the Commencement Date, Sublessor shall convey to Sublessee ownership of all of the Current Leasehold Improvements located on the Premises and owned by Sublessor as of the Commencement Date. Such conveyance shall be “as is” without representations or warranties of any kind whatsoever, express, implied or statutory. Concurrently with the execution of this Sublease, Sublessor shall execute a xxxx of sale in the form attached hereto as Exhibit D (the “Xxxx of Sale”). Such Xxxx of Sale shall be deemed delivered by Sublessor to Sublessee only upon the commencement of this Sublease, and, if this Sublease does not commence, shall be void ab initio and of no effect. In the event of termination of this Sublease by reason of a default on the part of Sublessee, the Current Leasehold Improvements, together with any other leasehold improvements made subsequent to the Commencement Date (“Future Leasehold Improvements”; the Current Leasehold Improvements and the Future Leasehold Improvements being sometimes collectively referred to herein as the “Leasehold Improvements”), with the exception of Tenant’s supplemental HVAC system, shall automatically become be owned by Landlord and shall remain upon the property Premises without compensation to Tenant. However, Landlord, by written notice to Tenant not later than 30 days prior to the Termination Date, may require Tenant to remove, at Tenant’s expense: any Leasehold Improvements that are performed by or for the benefit of SublessorTenant and, in Landlord’s reasonable judgment, are of a nature that would require removal and repair costs that are materially in excess of the removal and repair costs associated with standard office improvements (collectively referred to as “Required Removables”), with the exception of Tenant’s supplemental HVAC in Tenant’s server room, which may be removed at Tenant’s sole discretion. In Without limitation, it is agreed that Required Removables include internal stairways, raised floors, personal baths and showers, vaults, rolling file systems and structural alterations and modifications of any type (except Cable, defined in Section IX.A.). The Required Removables designated by Landlord shall be removed by Tenant before the event Termination Date, provided that upon prior written notice to Landlord, given no later than twenty (20) days prior to the Termination Date, Tenant may remain in the Premises for up to five (5) days after the Termination Date for the sole purpose of removing the Required Removables. Tenant’s possession of the Premises shall be subject to all of the terms and conditions of this Lease, including the obligation to pay Rent on a per diem basis at the rate in effect for the last month of Bear Hill Business Park, Waltham, Massachusetts OXIGENE, Inc. 4/16/2009 the Term. Tenant shall repair damage caused by the installation or removal of Required Removables. If Tenant fails to remove any Required Removables or perform related repairs in a timely manner, Landlord, at Tenant’s expense, may remove and dispose of the Required Removables and perform the required repairs. Tenant, within 30 days after receipt of an early termination invoice sent not later than sixty (60) days of this Sublease not due to Tenant vacating the fault of SublesseePremises, all such Leasehold Improvements shall be conveyed reimburse Landlord for the reasonable costs incurred by Sublessee to Sublessor and Sublessor shall pay to Sublessee the fair market value of the Leasehold Improvements valued as of the date of termination and with fair market value calculated as provided below. In order to effect such conveyance (or, at Sublessor’s option in the event of a termination for Sublessee’s default, to confirm the ownership of such Leasehold Improvements), Sublessee shall take such actions and execute such documents as Sublessor may reasonably require, including, without limitation, execution of a xxxx of sale for such Leasehold Improvements. If Sublessee fails or refuses to execute such documents or take such actions, Sublessee hereby appoints Sublessor as its attorney-in-fact with authority to execute such documents and take such actions, which appointment is coupled with an interest and is irrevocable. Exhibit ALandlord.

Leasehold Improvements. Subject to Any trade fixtures, unattached and movable equipment or furniture, or other personalty brought into the Premises by Tenant ("Tenant's Property") shall be owned and insured by Tenant. Tenant shall remove all such Tenant's Property from the Premises in accordance with the terms of Section 8 belowArticle XXXVI hereof. Any and all alterations, effective additions and improvements to the Premises, including any built-in furniture (collectively, "Leasehold Improvements") shall be owned by Landlord and shall remain upon the Commencement DatePremises, Sublessor all without compensation, allowance or credit to Tenant. However, in no event shall convey any switches or racks installed at the Premises by Tenant be deemed to Sublessee ownership constitute Landlord's Property and shall be removed by Tenant upon expiration or termination of all this Lease. Landlord may, nonetheless, at any time prior to, or within six (6) months after, the expiration or earlier termination of the Current this Lease or Tenant's right to possession, require Tenant to remove any Leasehold Improvements located on performed by or for the Premises benefit of Tenant and owned all electronic, phone and data cabling as are designated by Sublessor as of the Commencement Date. Such conveyance shall be “as is” without representations or warranties of any kind whatsoever, express, implied or statutory. Concurrently with the execution of this Sublease, Sublessor shall execute a xxxx of sale in the form attached hereto as Exhibit D Landlord (the “Xxxx of Sale”). Such Xxxx of Sale shall be deemed delivered by Sublessor to Sublessee only upon the commencement of this Sublease, and, if this Sublease does not commence, shall be void ab initio and of no effect"Required Removables") at Tenant's sole cost. In the event of that Landlord so elects, Tenant shall remove such Required Removables within ten (10) days after notice from Landlord, provided that in no event shall Tenant be required to remove such Required Removables prior to the expiration or earlier termination of this Sublease Lease or Tenant's right to possession. In addition to Tenant's obligation to remove the Required Removables, Tenant shall repair any damage caused by such removal. If Tenant fails to remove any specified Required Removables or to perform any required repairs within the time period specified above, Landlord, at Tenant's sole cost and expense, may remove, store, sell and/or dispose of the Required Removables and perform such required repairs. Tenant, within five (5) days after demand from Landlord, shall reimburse Landlord for any and all reasonable costs incurred by Landlord in connection with the Required Removables or the performance of such repairs. Connecting equipment and telecommunications equipment located within the Premises or at the Building by or on behalf of Tenant shall not be deemed to constitute a fixture and shall be deemed the property of Tenant or its customers or co-locators. Landlord hereby waives its rights, statutory or otherwise, to any lien on such telecommunication equipment and the Connecting Equipment (defined in Article X below). Upon expiration or termination of this Lease, Tenant shall remove all of the Connecting Equipment and telecommunications equipment from the Premises or Building in a good and workmanlike manner. Tenant shall be entitled to obtain the waiver from Landlord in writing of Landlord's right to require removal of any particular equipment at the time of Landlord's consent to the installation of same, and Landlord shall be bound by any such written waiver in the event this Lease shall be terminated or expire other than by reason of a default on the part an uncured Event of Sublessee, the Current Leasehold Improvements, together with any other leasehold improvements made subsequent to the Commencement Date (“Future Leasehold Improvements”; the Current Leasehold Improvements and the Future Leasehold Improvements being sometimes collectively referred to herein as the “Leasehold Improvements”), shall automatically become the property of Sublessor. In the event of an early termination of this Sublease not due to the fault of Sublessee, all such Leasehold Improvements shall be conveyed by Sublessee to Sublessor and Sublessor shall pay to Sublessee the fair market value of the Leasehold Improvements valued as of the date of termination and with fair market value calculated as provided below. In order to effect such conveyance (or, at Sublessor’s option in the event of a termination for Sublessee’s default, to confirm the ownership of such Leasehold Improvements), Sublessee shall take such actions and execute such documents as Sublessor may reasonably require, including, without limitation, execution of a xxxx of sale for such Leasehold Improvements. If Sublessee fails or refuses to execute such documents or take such actions, Sublessee hereby appoints Sublessor as its attorney-in-fact with authority to execute such documents and take such actions, which appointment is coupled with an interest and is irrevocable. Exhibit ADefault.

Leasehold Improvements. Subject All improvements in and to the terms of Premises, including any Alterations (defined in Section 8 below9.03) (collectively, effective upon the Commencement Date, Sublessor shall convey to Sublessee ownership of all of the Current Leasehold Improvements located on the Premises and owned by Sublessor as of the Commencement Date. Such conveyance shall be “as is” without representations or warranties of any kind whatsoever, express, implied or statutory. Concurrently with the execution of this Sublease, Sublessor shall execute a xxxx of sale in the form attached hereto as Exhibit D (the “Xxxx of Sale”). Such Xxxx of Sale shall be deemed delivered by Sublessor to Sublessee only upon the commencement of this Sublease, and, if this Sublease does not commence, shall be void ab initio and of no effect. In the event of termination of this Sublease by reason of a default on the part of Sublessee, the Current Leasehold Improvements, together with any other leasehold improvements made subsequent to the Commencement Date (“Future Leasehold Improvements”; the Current Leasehold Improvements and the Future Leasehold Improvements being sometimes collectively referred to herein as the “Leasehold Improvements”)) shall remain upon the Premises at the end of the Term without compensation to Tenant, provided that Tenant, at its expense, in compliance with the National Electric Code or other applicable Law, shall automatically become the property of Sublessorremove any Cable (defined in Section 9.01 below). In the event of an early termination of this Sublease not due addition, Landlord, by written notice to Tenant at least 30 days prior to the fault Termination Date, may require Tenant, at its expense, to remove any Landlord Work or Alterations that, in Landlord’s reasonable judgment, are of Sublesseea nature that would require removal and repair costs that are materially in excess of the removal and repair costs associated with standard office improvements (the Cable and such other items collectively are referred to as “Required Removables”). Required Removables shall include, all such Leasehold Improvements without limitation, internal stairways, raised floors, personal baths and showers, vaults, rolling file systems and structural alterations and modifications. The Required Removables shall be conveyed removed by Sublessee Tenant before the Termination Date. Tenant shall repair damage caused by the installation or removal of Required Removables. If Tenant fails to Sublessor and Sublessor perform its obligations in a timely manner, Landlord may perform such work at Tenant’s expense. At the time Tenant requests approval for a proposed Alteration, including any Initial Alterations or Landlord Work, as such terms may be defined in the Work Letter attached as Exhibit C, Landlord shall pay advise Tenant whether the Alteration, including any Initial Alterations or Landlord Work, or any portion thereof, is a Required Removable. Within 10 days after receipt of Tenant’s request, Landlord shall advise Tenant in writing as to Sublessee the fair market value which portions of the Leasehold Improvements valued alteration or other improvements are Required Removables. Notwithstanding the foregoing, Tenant shall not be required to remove any portion of the Landlord Work shown on the Plans as of the date of termination this Lease, as such terms are defined in Exhibit C, and with fair market value calculated Tenant shall not be required to remove Cable from the Temporary Space (as provided below. In order to effect such conveyance (or, at Sublessor’s option defined in the event Section III of a termination for Sublessee’s default, to confirm the ownership of such Leasehold ImprovementsExhibit F), Sublessee shall take such actions and execute such documents as Sublessor may reasonably require, including, without limitation, execution of a xxxx of sale for such Leasehold Improvements. If Sublessee fails or refuses to execute such documents or take such actions, Sublessee hereby appoints Sublessor as its attorney-in-fact with authority to execute such documents and take such actions, which appointment is coupled with an interest and is irrevocable. Exhibit A.

Leasehold Improvements. Subject All improvements in and to the terms of Premises, including any Alterations (defined in Section 8 below9.03) (collectively, effective upon the Commencement Date, Sublessor shall convey to Sublessee ownership of all of the Current Leasehold Improvements located on the Premises and owned by Sublessor as of the Commencement Date. Such conveyance shall be “as is” without representations or warranties of any kind whatsoever, express, implied or statutory. Concurrently with the execution of this Sublease, Sublessor shall execute a xxxx of sale in the form attached hereto as Exhibit D (the “Xxxx of Sale”). Such Xxxx of Sale shall be deemed delivered by Sublessor to Sublessee only upon the commencement of this Sublease, and, if this Sublease does not commence, shall be void ab initio and of no effect. In the event of termination of this Sublease by reason of a default on the part of Sublessee, the Current Leasehold Improvements, together with any other leasehold improvements made subsequent to the Commencement Date (“Future Leasehold Improvements”; the Current Leasehold Improvements and the Future Leasehold Improvements being sometimes collectively referred to herein as the “Leasehold Improvements”) shall remain upon the Premises at the end of the Term without compensation to Tenant (including, but not limited to, any pantry and kitchen appliances installed by or for Tenant), provided, however, and notwithstanding the foregoing, Tenant shall, at Tenant’s expense, remove all Required Removables (as hereinafter defined), including any Cable installed by Tenant (defined in Section 9.01 below), in compliance with the National Electric Code or other applicable Law. Landlord, by written notice to Tenant (the “Removal Notice”) given at the time of its consent to any Alteration, provided Tenant has requested in writing that Landlord identify any Required Removables in connection with Landlord’s consent to such Alteration (or delivered within thirty (30) days after Landlord receives written notice of Tenant’s desire to perform a Cosmetic Alteration (as hereinafter defined)), may require Tenant, at its expense, to remove any Alterations that, in Landlord’s reasonable judgment, are of a nature that would require removal and repair costs that are materially in excess of the removal and repair costs associated with standard office improvements (the Cable and such other items collectively are referred to as “Required Removables”). Required Removables shall automatically become also include internal stairways, raised floors, personal baths and showers, vaults, rolling file systems and structural alterations and modifications and, notwithstanding anything to the property of Sublessor. In contrary in this Lease, Tenant shall have an obligation to remove the event of an early Required Removables specifically enumerated in this sentence upon the expiration or earlier termination of this Sublease Lease whether or not due Landlord delivers notice to Tenant requiring removal of the fault of Sublessee, all such Leasehold Improvements same as contemplated by the immediately preceding sentence. The Required Removables shall be conveyed removed by Sublessee to Sublessor and Sublessor shall pay to Sublessee Tenant before the fair market value Expiration Date or earlier termination of the Leasehold Improvements valued as of this Lease or within thirty (30) days following the date of the Removal Notice if the date of the Removal Notice is not at lease thirty (30) days prior to the Expiration Date or earlier termination and with fair market value calculated as provided belowdate. In order to effect such conveyance (or, at Sublessor’s option in Tenant shall repair damage caused by the event installation or removal of a termination for Sublessee’s default, to confirm the ownership of such Leasehold Improvements), Sublessee shall take such actions and execute such documents as Sublessor may reasonably require, including, without limitation, execution of a xxxx of sale for such Leasehold ImprovementsRequired Removables. If Sublessee Tenant fails or refuses to execute perform its obligations in a timely manner, Landlord may perform such documents or take such actions, Sublessee hereby appoints Sublessor as its attorney-in-fact with authority to execute such documents and take such actions, which appointment is coupled with an interest and is irrevocable. Exhibit Awork at Tenant’s expense.

Leasehold Improvements. Subject A. Except for Tenant's Property (as defined in Section XV), all improvements to the terms Premises (collectively, "Leasehold Improvements") shall be owned by Landlord and shall remain upon the Premises without compensation to Tenant. However, Landlord, by written notice to Tenant within 180 days prior to the Termination Date, may require Tenant to remove, at Tenant's expense: (1) Cable (defined in Section IX.A) installed by or for the exclusive benefit of Tenant and located in the Premises or other portions of the Building; and (2) subject to Section 8 VIII.B. below, effective upon any Leasehold Improvements that are performed by or for the Commencement benefit of Tenant and, in Landlord's reasonable judgment, are of a nature that would require removal and repair costs that are materially in excess of the removal and repair costs associated with standard office improvements (collectively referred to as "Required Removables"). Without limitation, it is agreed that Required Removables include internal stairways, raised floors, personal baths and showers, vaults, rolling file systems and structural alterations and modifications of any type. The Required Removables designated by Landlord shall be removed by Tenant before the Termination Date, Sublessor provided that upon prior written notice to Landlord, Tenant may remain in the Premises for up to 5 days after the Termination Date for the sole purpose of removing the Required Removables. Tenant's possession of the Premises shall convey be subject to Sublessee ownership of all of the Current Leasehold Improvements located terms and conditions of this Lease, including the obligation to pay Rent on a per diem basis at the Premises and owned by Sublessor as rate in effect for the last month of the Commencement DateTerm. Such conveyance Tenant shall be “as is” without representations repair damage caused by the installation or warranties removal of Required Removables. If Tenant fails to remove any kind whatsoeverRequired Removables or perform related repairs in a timely manner, expressLandlord, implied or statutoryat Tenant's expense, may remove and dispose of the Required Removables and perform the required repairs. Concurrently with the execution Tenant, within 30 days after receipt of this Sublease, Sublessor shall execute a xxxx of sale in the form attached hereto as Exhibit D (the “Xxxx of Sale”). Such Xxxx of Sale shall be deemed delivered by Sublessor to Sublessee only upon the commencement of this Sublease, and, if this Sublease does not commencean invoice, shall be void ab initio and of no effect. In reimburse Landlord for the event of termination of this Sublease reasonable costs incurred by reason of a default on the part of Sublessee, the Current Leasehold Improvements, together with any other leasehold improvements made subsequent to the Commencement Date (“Future Leasehold Improvements”; the Current Leasehold Improvements and the Future Leasehold Improvements being sometimes collectively referred to herein as the “Leasehold Improvements”), shall automatically become the property of Sublessor. In the event of an early termination of this Sublease not due to the fault of Sublessee, all such Leasehold Improvements shall be conveyed by Sublessee to Sublessor and Sublessor shall pay to Sublessee the fair market value of the Leasehold Improvements valued as of the date of termination and with fair market value calculated as provided below. In order to effect such conveyance (or, at Sublessor’s option in the event of a termination for Sublessee’s default, to confirm the ownership of such Leasehold Improvements), Sublessee shall take such actions and execute such documents as Sublessor may reasonably require, including, without limitation, execution of a xxxx of sale for such Leasehold Improvements. If Sublessee fails or refuses to execute such documents or take such actions, Sublessee hereby appoints Sublessor as its attorney-in-fact with authority to execute such documents and take such actions, which appointment is coupled with an interest and is irrevocable. Exhibit ALandlord.

Leasehold Improvements. Subject to Any trade fixtures, unattached and movable equipment or furniture, or other personalty brought into the Premises, the Storage Space or the Parking Garage by Tenant ("Tenant's Property") shall be owned or leased by Tenant. Tenant shall remove all such Tenant's Property from the Premises in accordance with the terms of Section 8 belowArticle 36 hereof. Any and all alterations, effective additions and improvements to the Premises, including any built-in furniture (collectively, "Leasehold Improvements") shall be owned by Landlord and shall remain upon the Premises, all without compensation, allowance or credit to Tenant; provided, however, that following the Commencement Date, Sublessor in the event Tenant requests to perform any Leasehold Improvements [i.e. improvements other than the "Initial Leasehold Improvements" (defined below)], and Landlord's consent to such Leasehold Improvements shall convey be required under this Lease, Landlord shall be entitled at the time of its consent thereto to Sublessee ownership of all condition such consent upon the requirement that Tenant remove the proposed Leasehold Improvements upon expiration of the Current Leasehold Improvements located on Term at the Premises sole cost and owned by Sublessor as expense of the Commencement DateTenant. Such conveyance shall be “as is” without representations or warranties of any kind whatsoever, express, implied or statutory. Concurrently with the execution of this Sublease, Sublessor shall execute a xxxx of sale in the form attached hereto as Exhibit D (the “Xxxx of Sale”). Such Xxxx of Sale shall be deemed delivered by Sublessor to Sublessee only upon the commencement of this Sublease, and, if this Sublease does not commence, shall be void ab initio and of no effect. In the event of termination of this Sublease by reason of a default on the part of Sublessee, the Current Any such designated Leasehold Improvements, together with any other leasehold improvements installations made subsequent by Tenant upon the roof, or any work of visual art subject to the Commencement Date Visual Artists Right Act of 1990 (“Future Leasehold Improvements”; 17 U.S.C. Section 101 et. seq.) (commonly referred to as" VARA") installed on or about the Current Leasehold Improvements and the Future Leasehold Improvements being sometimes Premises by Tenant shall be collectively referred to herein as the “"Required Removables". Nothing contained herein shall be deemed to constitute the designation by Landlord of Tenant as its agent with respect to any works of visual art proposed to be installed by or on behalf of Tenant in the Building. Tenant expressly covenants to obtain the written waiver of any artist of any work of visual art to the removal of same from the Building upon termination or expiration of this Lease. The Leasehold Improvements to be constructed by Landlord or Tenant prior to the Commencement Date, in accordance with Article 28 are sometimes hereinafter referred to as the "Initial Leasehold Improvements”), shall automatically become the property of Sublessor. In the event of an early termination of this Sublease not due to the fault of Sublessee, all such Leasehold Improvements shall be conveyed by Sublessee to Sublessor and Sublessor shall pay to Sublessee the fair market value of the Leasehold Improvements valued as of the date of termination and with fair market value calculated as provided below. In order to effect such conveyance (or, at Sublessor’s option in the event of a termination for Sublessee’s default, to confirm the ownership of such Leasehold Improvements), Sublessee shall take such actions and execute such documents as Sublessor may reasonably require, including, without limitation, execution of a xxxx of sale for such Leasehold Improvements. If Sublessee fails or refuses to execute such documents or take such actions, Sublessee hereby appoints Sublessor as its attorney-in-fact with authority to execute such documents and take such actions, which appointment is coupled with an interest and is irrevocable. Exhibit A".

Leasehold Improvements. Subject All improvements to the terms of Section 8 belowPremises (collectively, effective "Leasehold Improvements") shall be owned by Landlord and shall remain upon the Commencement Premises without compensation to Tenant. However, Landlord, by written notice to Tenant within 30 days prior to the Termination Date, Sublessor may require Tenant to remove, at Tenant's expense: (1) Cable (defined in Section IX.A) installed by or for the exclusive benefit of Tenant and located in the Premises or other portions of the Building; and (2) any Leasehold Improvements that are performed by or for the benefit of Tenant and, in Landlord's reasonable judgment, are of a nature that would require removal and repair costs that are materially in excess of the removal and repair costs associated with standard office improvements (collectively referred to as "Required Removables"). Without limitation, it is agreed that Required Removables include internal stairways, raised floors, personal baths and showers, vaults, rolling file systems and structural alterations and modifications of any type. However, it is agreed that Required Removables shall convey not include any usual office improvements such as gypsum board, partitions, ceiling grids and tiles, fluorescent lighting panels, Building standard doors, non-glued down carpeting and any of the Landlord Work (as described in Exhibit D attached hereto). The Required Removables designated by Landlord shall be removed by Tenant before the Termination Date, provided that upon prior written notice to Sublessee ownership Landlord, Tenant may remain in the Premises for up to 5 days after the Termination Date for the sole purpose of removing the Required Removables. Tenant's possession of the Premises shall be subject to all of the Current Leasehold Improvements located terms and conditions of this Lease, including the obligation to pay Rent on a per diem basis at the Premises and owned by Sublessor as rate in effect for the last month of the Commencement DateTerm. Such conveyance Tenant shall repair damage caused by the installation or removal of Required Removables. If Tenant fails to remove any Required Removables or perform related repairs in a timely manner, Landlord, at Tenant's expense, may remove and dispose of the Required Removables and perform the required repairs. Tenant, within 30 days after receipt of an invoice, shall reimburse Landlord for the reasonable costs incurred by Landlord. Notwithstanding the foregoing, Tenant, at the time it requests approval for a proposed Alteration (defined in Section IX.C), may request in writing that Landlord advise Tenant whether the Alteration or any portion of the Alteration will be “designated as is” without representations or warranties a Required Removable. Within 10 days after receipt of any kind whatsoeverTenant's request, express, implied or statutory. Concurrently with Landlord shall advise Tenant in writing as to which portions of the execution of this Sublease, Sublessor shall execute a xxxx of sale in the form attached hereto as Exhibit D (the “Xxxx of Sale”). Such Xxxx of Sale shall be deemed delivered by Sublessor to Sublessee only upon the commencement of this Sublease, andAlteration, if this Sublease does not commenceany, shall will be void ab initio and of no effect. In the event of termination of this Sublease by reason of a default on the part of Sublessee, the Current Leasehold Improvements, together with any other leasehold improvements made subsequent considered to the Commencement Date (“Future Leasehold Improvements”; the Current Leasehold Improvements and the Future Leasehold Improvements being sometimes collectively referred to herein as the “Leasehold Improvements”), shall automatically become the property of Sublessor. In the event of an early termination of this Sublease not due to the fault of Sublessee, all such Leasehold Improvements shall be conveyed by Sublessee to Sublessor and Sublessor shall pay to Sublessee the fair market value of the Leasehold Improvements valued as of the date of termination and with fair market value calculated as provided below. In order to effect such conveyance (or, at Sublessor’s option in the event of a termination for Sublessee’s default, to confirm the ownership of such Leasehold Improvements), Sublessee shall take such actions and execute such documents as Sublessor may reasonably require, including, without limitation, execution of a xxxx of sale for such Leasehold Improvements. If Sublessee fails or refuses to execute such documents or take such actions, Sublessee hereby appoints Sublessor as its attorney-in-fact with authority to execute such documents and take such actions, which appointment is coupled with an interest and is irrevocable. Exhibit ARequired Removables.

Leasehold Improvements. Subject All Leasehold Improvements shall, except as expressly provided in this Lease, remain upon the Premises at the end of the Term without compensation to Tenant. “Leasehold Improvements” shall mean and include all Initial Tenant Work and other leasehold improvements from time to time existing in or to the terms of Section 8 belowPremises, effective upon the Commencement Date, Sublessor shall convey to Sublessee ownership of all of the Current Leasehold Improvements located on the Premises and owned by Sublessor including without limitation any such leasehold improvements (if any) that exist as of the applicable delivery date or Term Commencement Date under this Lease or that are made by or for the benefit of Tenant (or any party acting under or through Tenant) before the Term Commencement Date or thereafter from time to time during the Term. Leasehold Improvements shall expressly exclude Tenant’s Property which shall remain the property of Tenant unless otherwise expressly agreed to by Landlord and Tenant in writing. Landlord, by written notice to Tenant at least thirty (30) days prior to the Term Expiration Date. Such conveyance shall be , may require Tenant, at Tenant’s expense, to remove any Initial Tenant Work or other Leasehold Improvements or other affixed installations that, in Landlord’s reasonable judgment, are of a nature that would require removal and repair costs that are materially in excess of the removal and repair costs associated with standard improvements for the Permitted Use (“as is” without representations or warranties of any kind whatsoever, express, implied or statutory. Concurrently with the execution of this Sublease, Sublessor shall execute a xxxx of sale in the form attached hereto as Exhibit D (the “Xxxx of SaleRequired Removables”). Such Xxxx of Sale Required Removables shall be deemed delivered by Sublessor to Sublessee only upon the commencement of this Sublease, and, if this Sublease does not commence, shall be void ab initio and of no effect. In the event of termination of this Sublease by reason of a default on the part of Sublessee, the Current Leasehold Improvements, together with any other leasehold improvements made subsequent to the Commencement Date (“Future Leasehold Improvements”; the Current Leasehold Improvements and the Future Leasehold Improvements being sometimes collectively referred to herein as the “Leasehold Improvements”), shall automatically become the property of Sublessor. In the event of an early termination of this Sublease not due to the fault of Sublessee, all such Leasehold Improvements shall be conveyed by Sublessee to Sublessor and Sublessor shall pay to Sublessee the fair market value of the Leasehold Improvements valued as of the date of termination and with fair market value calculated as provided below. In order to effect such conveyance (or, at Sublessor’s option in the event of a termination for Sublessee’s default, to confirm the ownership of such Leasehold Improvements), Sublessee shall take such actions and execute such documents as Sublessor may reasonably require, includinginclude, without limitation, execution internal stairways, raised floors, private baths and showers, vaults, rolling file systems, structural alterations and modifications and any Cable installed by or on behalf of Tenant. Tenant, at the time it requests approval for a xxxx proposed Alteration, including any Initial Tenant Work, as such terms may be defined in the Work Letter attached as Exhibit C, may request in writing that Landlord advise Tenant whether the Alteration, including any Initial Tenant Work, or any portion thereof, is a Required Removable. Within ten (10) Business Days after receipt of sale for such Tenant’s request, Landlord shall advise Tenant in writing as to which portions of the Alteration or other Leasehold ImprovementsImprovements are Required Removables. If Sublessee fails The Required Removables shall be removed by Tenant before the expiration or refuses to execute such documents or take such actions, Sublessee hereby appoints Sublessor as its attorney-in-fact earlier termination of this Lease in accordance with authority to execute such documents and take such actions, which appointment is coupled with an interest and is irrevocable. Exhibit AArticle 20.

Leasehold Improvements. Subject Attached to this Lease as part of Exhibit D are the preliminary specifications for the improvements to be made to the terms of Section 8 below, effective upon the Commencement Date, Sublessor shall convey to Sublessee ownership of all of the Current Leasehold Improvements located on the Leased Premises and owned by Sublessor as of the Commencement Date("Improvements"). Such conveyance shall be “as is” without representations or warranties of any kind whatsoever, express, implied or statutory. Concurrently with Following the execution of this SubleaseLease, Sublessor Tenant will proceed with the preparation of the final architectural and engineering drawings, plans and specifications for the Improvements and shall execute a xxxx of sale be reimbursed for costs and expenses for such architect's and engineering fees in the form amount set forth in Section 7 of Exhibit F attached hereto and incorporated herein. Once those drawings, plans and specifications are completed, Tenant will deliver a full set thereof to Landlord for its review and approval, The approved final drawings, plans and specifications ("Final Plans") are incorporated herein by this reference. In accordance with the Final Plans, Tenant, at Tenant's expense (subject to Tenant's Allowance set forth below) will perform and complete, or cause to be performed and completed, such specified construction and finishing of the Leased Premises, (hereinafter referred to as "Work"). The Work shall be completed by Tenant's contractor in accordance with the terms of Exhibit D and all applicable laws, rules and regulations. Any Work (the “Xxxx of Sale”). Such Xxxx of Sale shall be deemed delivered by Sublessor to Sublessee only other than Tenant's trade fixtures and other personal property) shall, upon the commencement of this Subleaseinstallation, and, if this Sublease does not commence, shall be void ab initio and of no effect. In the event of termination of this Sublease by reason of a default on the part of Sublessee, the Current Leasehold Improvements, together with any other leasehold improvements made subsequent to the Commencement Date (“Future Leasehold Improvements”; the Current Leasehold Improvements and the Future Leasehold Improvements being sometimes collectively referred to herein as the “Leasehold Improvements”), shall automatically become the property of SublessorLandlord and shall be surrendered to Landlord at the end or other expiration of the Term of this Lease. The Tenant shall be provided a tenant improvement allowance in the amount of $35.20 per rentable square foot for the initial Improvements ("Tenant's Allowance"). Such Tenant's Allowance shall be paid by Landlord to Tenant throughout the construction of the Improvements in accordance with the provisions set forth on Exhibit D. In the event of an early termination of this Sublease not due the cost to complete the fault of SublesseeWork exceeds the Tenant's Allowance, all such Leasehold Improvements Tenant shall be conveyed solely responsible for the payment of all additional sums charged by Sublessee such contractors in connection with the Improvements. Tenant will use best efforts to Sublessor and Sublessor shall pay cause the Improvements to Sublessee be constructed in accordance with the fair market value Final Plans on or before the targeted Commencement Date set forth in the Lease Summary. Any of the Leasehold Improvements valued as of following is individually a "Landlord Delay" and collectively, the date of termination and with fair market value calculated as provided below. In order to effect such conveyance (or, at Sublessor’s option in the event of a termination for Sublessee’s default, to confirm the ownership of such Leasehold Improvements), Sublessee shall take such actions and execute such documents as Sublessor may reasonably require, including, without limitation, execution of a xxxx of sale for such Leasehold Improvements. If Sublessee fails or refuses to execute such documents or take such actions, Sublessee hereby appoints Sublessor as its attorney-in-fact with authority to execute such documents and take such actions, which appointment is coupled with an interest and is irrevocable. Exhibit A"Landlord Delays":

Leasehold Improvements. Subject With the exception of Subtenant’s trade fixtures, which shall remain the property of Subtenant solely and exclusively, all improvements affixed to the terms of Section 8 belowSublease Premises (collectively, effective upon the Commencement Date, Sublessor shall convey to Sublessee ownership of all of the Current Leasehold Improvements located on the Premises and owned by Sublessor as of the Commencement Date. Such conveyance shall be “as is” without representations or warranties of any kind whatsoever, express, implied or statutory. Concurrently with the execution of this Sublease, Sublessor shall execute a xxxx of sale in the form attached hereto as Exhibit D (the “Xxxx of Sale”). Such Xxxx of Sale shall be deemed delivered by Sublessor to Sublessee only upon the commencement of this Sublease, and, if this Sublease does not commence, shall be void ab initio and of no effect. In the event of termination of this Sublease by reason of a default on the part of Sublessee, the Current Leasehold Improvements, together with any other leasehold improvements made subsequent to the Commencement Date (“Future Leasehold Improvements”; the Current Leasehold Improvements and the Future Leasehold Improvements being sometimes collectively referred to herein as the “Leasehold Improvements”) shall be owned by Landlord and shall remain upon the Sublease Premises without compensation to Subtenant. However, Landlord and/or Sublandlord, by written notice to Subtenant within thirty (30) days prior to the Expiration Date, may require Subtenant to remove, at Subtenant’s expense: (1) Cable (defined in Section 6(g)(1)) installed by or for the exclusive benefit of Subtenant and located in the Sublease Premises or other portions of the Building; and (2) any Leasehold Improvements that are performed by or for the benefit of Subtenant and, in Landlord’s and/or Sublandlord’s reasonable judgment, are of a nature that would require removal and repair costs that are materially in excess of the removal and repair costs associated with standard office improvements (collectively referred to as “Required Removables”). Without limitation, it is agreed that Required Removables include internal stairways, raised floors, personal baths and showers, vaults, rolling file systems and structural alterations and modifications of any type. The Required Removables designated by Landlord and/or Sublandlord shall be removed by Subtenant before the Expiration Date. Subtenant shall repair damage caused by the installation or removal of Required Removables. If Subtenant fails to remove any Required Removables or perform related repairs in a timely manner, Sublandlord, at Subtenant’s expense, may remove and dispose of the Required Removables and perform the required repairs. Subtenant, within thirty (30) days after receipt of an invoice, shall reimburse Sublandlord for the reasonable costs incurred by Sublandlord. Notwithstanding the foregoing, Subtenant, at the time it requests approval for a proposed Alteration (defined in Section 6(g)(2)), shall automatically become may request in writing that Sublandlord advise Subtenant whether the property of Sublessor. In the event of an early termination of this Sublease not due to the fault of Sublessee, all such Leasehold Improvements shall be conveyed by Sublessee to Sublessor and Sublessor shall pay to Sublessee the fair market value Alteration or any portion of the Leasehold Improvements valued Alteration will be designated as a Required Removable. Within fifteen (15) days after receipt of Subtenant’s request, Sublandlord shall advise Subtenant in writing as to which portions of the date of termination and with fair market value calculated as provided below. In order Alteration, if any, will be considered to effect such conveyance (or, at Sublessor’s option in the event of a termination for Sublessee’s default, to confirm the ownership of such Leasehold Improvements), Sublessee shall take such actions and execute such documents as Sublessor may reasonably require, including, without limitation, execution of a xxxx of sale for such Leasehold Improvements. If Sublessee fails or refuses to execute such documents or take such actions, Sublessee hereby appoints Sublessor as its attorney-in-fact with authority to execute such documents and take such actions, which appointment is coupled with an interest and is irrevocable. Exhibit Abe Required Removables.

Leasehold Improvements. Subject All improvements to the terms of Section 8 belowPremises other than Tenant's personal property and trade fixtures (collectively, effective "Leasehold Improvements") shall be owned by Landlord and shall remain upon the Commencement Premises without compensation to Tenant. However, Landlord, by written notice to Tenant within 30 days prior to the Termination Date, Sublessor shall convey may require Tenant to Sublessee ownership remove, at Tenant's expense: (1) Cable (defined in Section 9.1) installed by or for the exclusive benefit of all Tenant and located in the Premises or other portions of the Current Premises or the Property; and (2) any Leasehold Improvements located on that are performed by or for the Premises benefit of Tenant and, in Landlord's reasonable judgment, are of a nature that would require removal and owned by Sublessor as repair costs that are materially in excess of the Commencement Date. Such conveyance shall be “as is” without representations or warranties of any kind whatsoever, express, implied or statutory. Concurrently removal and repair costs associated with the execution of this Sublease, Sublessor shall execute a xxxx of sale in the form attached hereto as Exhibit D standard office improvements (the “Xxxx of Sale”). Such Xxxx of Sale shall be deemed delivered by Sublessor to Sublessee only upon the commencement of this Sublease, and, if this Sublease does not commence, shall be void ab initio and of no effect. In the event of termination of this Sublease by reason of a default on the part of Sublessee, the Current Leasehold Improvements, together with any other leasehold improvements made subsequent to the Commencement Date (“Future Leasehold Improvements”; the Current Leasehold Improvements and the Future Leasehold Improvements being sometimes collectively referred to herein as "Required Removables"). Without limitation, it is agreed that Required Removables include internal stairways, raised floors, personal baths and showers, vaults, rolling file systems and structural alterations and modifications of any type. The Required Removables designated by Landlord shall be removed by Tenant before the “Leasehold Improvements”Termination Date. Tenant shall repair damage caused by the installation or removal of Required Removables. If Tenant fails to remove any Required Removables or perform related repairs in a timely manner, Landlord, at Tenant's expense, may remove and dispose of the Required Removables and perform the required repairs. Tenant, within 30 days after receipt of an invoice, shall reimburse Landlord for the reasonable costs incurred by Landlord. Notwithstanding the foregoing, Tenant, at the time it requests approval for a proposed Alteration (defined in Section 9.3), may request in writing that Landlord advise Tenant whether the Alteration or any portion of the Alteration will be designated as a Required Removable. Within 10 days after receipt of Tenant's request, Landlord shall automatically become advise Tenant in writing as to which portions of the property of Sublessor. In Alteration, if any, will be considered to be Required Removables, and if Landlord does not respond within such 10 day period, such Alterations will not be considered Required Removables (and, in such event, Landlord shall not have the event of an early termination right under the second sentence of this Sublease not due Section 8 to the fault of Sublessee, all later require Tenant to remove such Leasehold Improvements shall be conveyed by Sublessee to Sublessor and Sublessor shall pay to Sublessee the fair market value of the Leasehold Improvements valued as of the date of termination and with fair market value calculated as provided below. In order to effect such conveyance (or, at Sublessor’s option in the event of a termination for Sublessee’s default, to confirm the ownership of such Leasehold ImprovementsAlterations), Sublessee shall take such actions and execute such documents as Sublessor may reasonably require, including, without limitation, execution of a xxxx of sale for such Leasehold Improvements. If Sublessee fails or refuses to execute such documents or take such actions, Sublessee hereby appoints Sublessor as its attorney-in-fact with authority to execute such documents and take such actions, which appointment is coupled with an interest and is irrevocable. Exhibit A.

Leasehold Improvements. Subject Pursuant to the terms provisions in this Lease and the UTEP Ground Lease, the LESSEE shall obtain the LESSOR‟s and UTEP‟S approval prior to the construction of Section 8 below, effective upon the Commencement Date, Sublessor shall convey to Sublessee ownership of all any leasehold improvements. Within 90 days of the Current Leasehold Improvements located on Effective Date of the Lease, or at least 60 days prior to the date of any subsequent improvements proposed by XXXXXX, the LESSEE shall submit to the LESSOR and UTEP the LESSSE‟S plans, specifications and working drawings for XXXXXX's construction or alterations of any improvements to the Premises and owned by Sublessor as of the Commencement Date. Such conveyance shall be “as is” without representations or warranties of any kind whatsoever, express, implied or statutory. Concurrently with the execution of this Sublease, Sublessor shall execute a xxxx of sale in the form attached hereto as Exhibit D (the “Xxxx of Sale”). Such Xxxx of Sale shall be deemed delivered by Sublessor to Sublessee only upon the commencement of this Sublease, and, if this Sublease does not commence, shall be void ab initio and of no effect. In the event of termination of this Sublease by reason of a default on the part of Sublessee, the Current Leasehold Improvements, together with any other leasehold improvements made subsequent to the Commencement Date (“Future Leasehold Improvements”; the Current Leasehold Improvements and the Future Leasehold Improvements being sometimes collectively referred to herein as the “Leasehold Improvements”), shall automatically become the property and a schedule for completion of Sublessor. In the event of an early termination of this Sublease not due to the fault of Sublessee, all such Leasehold Improvements for review and approval. Such Leasehold Improvements shall include, but not be conveyed by Sublessee limited to Sublessor and Sublessor the installation of any signs, awnings, canopies, landscaping or fixtures on the Premises or GRTT. In addition, the LESSEE shall pay for all of the costs for any necessary improvements to Sublessee the fair market value Premises desired by LESSEE or required by law to permit the preparation, handling and serving of food on the Premises. During construction, the construction of the Leasehold Improvements valued shall not interfere with access from the Premises to the common areas of GRTT and the area designated as the Pedestrian Plaza. LESSEE shall have no right whatsoever to the interior or exterior walls or the roof of the date Premises or any portion of termination the GRTT outside the Premises except as expressly approved. Any Leasehold Improvements permitted to be installed by LESSEE shall incorporate new or completely reconditioned fixtures and with fair market value calculated materials. No work shall commence until the City Manager or her designee has given written approval. It is specifically understood that the Real Estate division is only one of numerous departments of the LESSOR and that, in addition to obtaining approval of the Real Estate Manager, LESSEE shall be required to obtain the approval of other departments as provided belowwell, such as Engineering, Municipal Services, or Building and Planning Services. In order addition, pursuant to effect such conveyance (orthe terms and conditions of the Ground Lease, at Sublessor’s option in the event LESSEE agrees that the approval of a termination for Sublessee’s default, to confirm the ownership of such Leasehold Improvements), Sublessee Improvements from UTEP shall take such actions and execute such documents as Sublessor may reasonably require, including, without limitation, execution of a xxxx of sale for such Leasehold Improvements. If Sublessee fails or refuses to execute such documents or take such actions, Sublessee hereby appoints Sublessor as its attorney-in-fact with authority to execute such documents and take such actions, which appointment is coupled with an interest and is irrevocable. Exhibit Aalso be required.

Leasehold Improvements. Subject to Any trade fixtures, unattached and movable equipment or furniture, or other personalty brought into the Premises by Tenant ("Tenant's Property") shall be owned and insured by Tenant. Tenant shall remove all such Tenant's Property from the Premises in accordance with the terms of Section 8 belowArticle XXXV hereof. Any and all alterations, effective additions and improvements to the Premises, including any built-in furniture (collectively, "Leasehold Improvements") shall be owned and insured by Landlord and shall remain upon the Commencement DatePremises, Sublessor shall convey all without compensation, allowance or credit to Sublessee ownership Tenant. Landlord may, nonetheless, at any time prior to, or within six (6) months after, the expiration or earlier termination of all of the Current this Lease or Tenant's right to possession, require Tenant to remove any Leasehold Improvements located on performed by or for the Premises benefit of Tenant and owned all electronic, phone and data cabling as are designated by Sublessor as of the Commencement Date. Such conveyance shall be “as is” without representations or warranties of any kind whatsoever, express, implied or statutory. Concurrently with the execution of this Sublease, Sublessor shall execute a xxxx of sale in the form attached hereto as Exhibit D Landlord (the “Xxxx of Sale”). Such Xxxx of Sale shall be deemed delivered by Sublessor to Sublessee only upon the commencement of this Sublease, and, if this Sublease does not commence, shall be void ab initio and of no effect"Required Removables") at Tenant's sole cost. In the event of that Landlord so elects, Tenant shall remove such Required Removables within fifteen (15) days after notice from Landlord, provided that in no event shall Tenant be required to remove such Required Removables prior to the expiration or earlier termination of this Sublease Lease or Tenant's right to possession. In addition to Tenant's obligation to remove the Required Removables, Tenant shall repair any damage caused by reason such removal and perform such other work as is reasonably necessary to restore the Premises to a "move in" condition. If Tenant fails to remove any specified Required Removables or to perform any required repairs and restoration within the time period specified above, Landlord, at Tenant's sole cost and expense, may remove, store, sell and/or dispose of a default on the part of SublesseeRequired Removables and perform such required repairs and restoration work. Tenant, the Current Leasehold Improvements, together with any other leasehold improvements made subsequent to the Commencement Date within five (“Future Leasehold Improvements”; the Current Leasehold Improvements and the Future Leasehold Improvements being sometimes collectively referred to herein as the “Leasehold Improvements”)5) days after demand from Landlord, shall automatically become reimburse Landlord for any and all reasonable costs incurred by Landlord in connection with the property of SublessorRequired Removables. In Notwithstanding the event of foregoing, Tenant may request in writing at the time it submits its plans and specifications for an early alteration, addition or improvement, that Landlord advise Tenant whether Landlord will require Tenant to remove, at the termination of this Sublease not due Lease or Tenant's right to possession hereunder, such alteration, addition or improvement, or any particular portion thereof and Landlord shall advise Tenant within twenty (20) days after receipt of Tenant's request as to whether Landlord will require removal; provided, however, Landlord shall have the fault of Sublesseeright to require Tenant to remove any vault, all such Leasehold Improvements shall be conveyed by Sublessee to Sublessor and Sublessor shall pay to Sublessee the fair market value of the Leasehold Improvements valued as of the date of termination and with fair market value calculated as provided below. In order to effect such conveyance (orstairway, at Sublessor’s option raised floor or structural alterations installed in the event Premises, regardless of a termination for Sublessee’s default, to confirm the ownership of whether Landlord timely notified Tenant that it would require such Leasehold Improvements), Sublessee shall take such actions and execute such documents as Sublessor may reasonably require, including, without limitation, execution of a xxxx of sale for such Leasehold Improvements. If Sublessee fails or refuses to execute such documents or take such actions, Sublessee hereby appoints Sublessor as its attorney-in-fact with authority to execute such documents and take such actions, which appointment is coupled with an interest and is irrevocable. Exhibit Aremoval.

Leasehold Improvements. Subject All improvements to the terms of Section 8 belowPremises (collectively, effective "Leasehold Improvements") shall be owned by Landlord and shall remain upon the Commencement Premises without compensation to Tenant. However, Landlord, by written notice to Tenant within 30 days prior to the Termination Date, Sublessor may require Tenant to remove, at Tenant's expense, any Leasehold Improvements that are performed by or for the benefit of Tenant and, in Landlord's reasonable judgment, are of a nature that would require removal and repair costs that are materially in excess of the removal and repair costs associated with standard office improvements (collectively referred to as "Required Removables"). Without limitation, it is agreed that Required Removables include internal stairways, raised floors, personal baths and showers, vaults, rolling file systems and structural alterations and modifications of any type, but shall convey not include Cable (defined in Section IX.A.). The Required Removables designated by Landlord shall be removed by Tenant before the Termination Date, provided that upon prior written notice to Sublessee ownership Landlord, Tenant may remain in the Premises for up to 5 days after the Termination Date for the sole purpose of removing the Required Removables. Tenant's possession of the Premises shall be subject to all of the Current Leasehold Improvements located terms and conditions of this Lease, including the obligation to pay Rent on a per diem basis at the rate in effect for the last month of the Term. Tenant shall repair damage caused by the installation or removal of Required Removables. Upon Tenant's removal of the Required Removables, Landlord and Tenant shall jointly inspect the Premises and owned by Sublessor as agree in writing upon the satisfactory completion of the Commencement DateRequired Removables. Such conveyance If Tenant fails to remove any Required Removables or perform related repairs in a timely manner, Landlord, at Tenant's expense, may remove and dispose of the Required Removables and perform the required repairs. Tenant, within 30 days after receipt of an invoice, shall reimburse Landlord for the reasonable costs incurred by Landlord. Notwithstanding the foregoing, Tenant, at the time it requests approval for a proposed Alteration (defined in Section IX.C.), may request in writing that Landlord advise Tenant whether the Alteration or any portion of the Alteration will be “designated as is” without representations or warranties a Required Removable. Within 10 days after receipt of any kind whatsoeverTenant's request, express, implied or statutory. Concurrently with Landlord shall advise Tenant in writing as to which portions of the execution of this Sublease, Sublessor shall execute a xxxx of sale in the form attached hereto as Exhibit D (the “Xxxx of Sale”). Such Xxxx of Sale shall be deemed delivered by Sublessor to Sublessee only upon the commencement of this Sublease, andAlteration, if this Sublease does not commenceany, shall will be void ab initio and of no effect. In the event of termination of this Sublease by reason of a default on the part of Sublessee, the Current Leasehold Improvements, together with any other leasehold improvements made subsequent considered to the Commencement Date (“Future Leasehold Improvements”; the Current Leasehold Improvements and the Future Leasehold Improvements being sometimes collectively referred to herein as the “Leasehold Improvements”), shall automatically become the property of Sublessor. In the event of an early termination of this Sublease not due to the fault of Sublessee, all such Leasehold Improvements shall be conveyed by Sublessee to Sublessor and Sublessor shall pay to Sublessee the fair market value of the Leasehold Improvements valued as of the date of termination and with fair market value calculated as provided below. In order to effect such conveyance (or, at Sublessor’s option in the event of a termination for Sublessee’s default, to confirm the ownership of such Leasehold Improvements), Sublessee shall take such actions and execute such documents as Sublessor may reasonably require, including, without limitation, execution of a xxxx of sale for such Leasehold Improvements. If Sublessee fails or refuses to execute such documents or take such actions, Sublessee hereby appoints Sublessor as its attorney-in-fact with authority to execute such documents and take such actions, which appointment is coupled with an interest and is irrevocable. Exhibit ARequired Removables.

Leasehold Improvements. Subject 34. Tenant shall be granted a “not to exceed” Improvement Allowance of $50.00 per usable square foot, estimated to be $3,018,400.00 (hereinafter called “Improvement Allowance”. All improvements, other than installation of Tenant’s telephone and computer wiring and equipment installation will be performed by the Landlord or the Landlord’s contractor, and will be subject to a prior written approval by the Tenant for the cost estimate of the agreed upon improvements. Any costs over $50.00 per square foot shall be borne by the Tenant and payable to the terms of Section 8 belowLandlord prior to occupancy as additional rent. The Improvement Allowance can be used for Tenant’s hard and soft non-structural project costs including, effective upon the Commencement Datebut not limited to, Sublessor shall convey to Sublessee ownership of all of the Current Leasehold Improvements located on the Premises construction, telephone and owned by Sublessor as of the Commencement Date. Such conveyance shall be “as is” without representations or warranties of any kind whatsoeverdata cabling, expresspermits and approvals, implied or statutory. Concurrently with the execution of this Subleaseengineering, Sublessor shall execute a xxxx of sale in the form attached hereto as Exhibit D (the “Xxxx of Sale”). Such Xxxx of Sale shall be deemed delivered by Sublessor to Sublessee only upon the commencement of this Subleasearchitectural and design, and, if this Sublease does not commence, shall be void ab initio exterior building sign and of no effectTenant’s backup generator. In the event Tenant does not utilize the entire Improvements Allowance, any unused portion shall be credited to Tenant in the form of termination free rent at the beginning of this Sublease the Term. Tenant shall have the right to contract with its own vendors to prepare Tenant’s designs and also contract for moving services. There shall be no Building construction management fee or supervision fee charged to Tenant or deducted from the Improvement Allowance. Additionally, there shall be no charges for the use of any freight elevator service either during construction, move in, or move out or any requirement the Building may have to have a Building engineer present during any construction activities. There are no limitations on use of the freight elevator. All the following shall be provided by reason Landlord at Landlord’s sole cost (hereinafter called “Warm Shell Condition”) (the cost of such items are not to be included in the Improvement Allowance, with the exception of the cost of the test fit if Tenant’s architect performs the test fit, as more particularly set forth below). • All common areas in the Building including men’s and women’s restrooms, elevators (including call buttons), first floor lobby, electrical room, telephone room, mechanical rooms, janitorial closets, building fire stairwell, etc. Said improvements shall comply with all applicable codes, ordinances, and laws including ADA and Title 24 for standard office occupancy. • Building fire protection alarm & communication system shall be installed to building code. • Any Building related life safety, life support systems and security systems as may be required by building code. • Landlord warrants that all Building systems, including but not limited to the HVAC and electrical serving the Premises are in good working order as of the Lease Commencement Date, free of all hazardous materials. • Fire sprinkler risers and mains. • A smooth and level floor finish suitable for the install of a default finished floor material on the part top of Sublesseesuch as carpet, the Current Leasehold Improvementsstone, together with any other leasehold improvements made subsequent to the Commencement Date (“Future Leasehold Improvements”; the Current Leasehold Improvements and the Future Leasehold Improvements being sometimes collectively referred to herein as the “Leasehold Improvements”)vinyl flooring, etc. • Landlord shall automatically become the property of Sublessorprovide a test fit. In the event Tenant desires to use Tenant’s architect for a test fit, Landlord agrees to pay Tenant’s architect $0.12/USF for the test fit (which amount shall be included in the Improvement Allowance). • Tenant may select the data/telecommunication provider of an early termination of this Sublease not due Tenant’s choice. Landlord shall provide conduit from the public utility easement to the fault of Sublessee, all Building and Tenant’s data/telecommunication provider will have free access to such Leasehold Improvements conduit. • Landlord shall be conveyed by Sublessee to Sublessor provide a fitness facility and Sublessor shall pay to Sublessee mens’ and womens’ shower/locker facilities on the fair market value first floor of the Leasehold Improvements valued Building as part of the date of termination common area for Tenants’ use and with fair market value calculated as provided belowenjoyment which associated improvement and capital improvement costs shall not be included in Operating Costs. In order to effect such conveyance (or• Upon the Lease Commencement Date, the Premises, shall, at SublessorLandlord’s option in the event of a termination for Sublessee’s default, sole cost and expense (not to confirm the ownership of such Leasehold Improvementsbe passed through to Tenant as an Operating Cost), Sublessee shall take such actions and execute such documents as Sublessor may reasonably requirecomply with all Code Requirements, including, without limitationbut not limited to: Building Codes, execution of a xxxx of sale for such Leasehold ImprovementsFire Codes and the American’s with Disabilities Act. If Sublessee fails or refuses • The Building, including, but not limited to: the structure, land, parking lot, common areas, washrooms (including washrooms within the Premises), and walkways, shall, at Landlord’s sole cost and expense (not to execute such documents or take such actionsbe passed through to Tenant as an Operating Cost), Sublessee hereby appoints Sublessor as its attorney-in-fact comply with authority to execute such documents all Code Requirements throughout the Lease Term and take such actions, which appointment is coupled with an interest and is irrevocableany Renewal Options. Exhibit AQUIET ENJOYMENT

Leasehold Improvements. Subject All improvements in and to the terms of Premises, including any Alterations (defined in Section 8 below9.03) (collectively, effective upon the Commencement Date, Sublessor shall convey to Sublessee ownership of all of the Current Leasehold Improvements located on the Premises and owned by Sublessor as of the Commencement Date. Such conveyance shall be “as is” without representations or warranties of any kind whatsoever, express, implied or statutory. Concurrently with the execution of this Sublease, Sublessor shall execute a xxxx of sale in the form attached hereto as Exhibit D (the “Xxxx of Sale”). Such Xxxx of Sale shall be deemed delivered by Sublessor to Sublessee only upon the commencement of this Sublease, and, if this Sublease does not commence, shall be void ab initio and of no effect. In the event of termination of this Sublease by reason of a default on the part of Sublessee, the Current Leasehold Improvements, together with any other leasehold improvements made subsequent to the Commencement Date (“Future Leasehold Improvements”; the Current Leasehold Improvements and the Future Leasehold Improvements being sometimes collectively referred to herein as the “Leasehold Improvements”) shall remain upon the Premises at the end of the Term without compensation to Tenant, provided that Tenant, at its expense, shall remove any Cable (defined in Section 9.01 below), shall automatically become the property of Sublessor. In the event of an early termination of this Sublease not due unless Landlord directs Tenant to the fault of Sublessee, all leave such Leasehold Improvements shall be conveyed by Sublessee to Sublessor and Sublessor shall pay to Sublessee the fair market value of the Leasehold Improvements valued Cable in place as of the date of termination and with fair market value calculated as provided belowTermination Date. In order to effect such conveyance (orTenant, at SublessorTenant’s option expense, shall remove any internal stairways, data centers, raised floors, personal baths and showers, vaults, rolling file systems, the Concrete Pads (defined in Section 9.04), and any portion(s) of the Cafeteria and/or Fitness Center other than in the event location of the Cafeteria and/or Fitness Center, respectively, as of the Effective Date (collectively, the “Required Removables”) before the Termination Date. Tenant shall repair damage caused by the installation or removal of Required Removables. If Tenant fails to perform its obligations under this Article 8 in a termination timely manner, Landlord may perform such work at Tenant’s expense. Landlord shall, at the time it provides its approval for Sublessee’s defaultany proposed Alteration, including any Initial Alterations, as such terms may be defined in the Work Letter attached as Exhibit C, advise Tenant in writing whether the particular Alteration, including any Initial Alterations, or any portion thereof, will be included as a Required Removable, provided, however, Tenant shall remove the Required Removables listed above in accordance with this Article 8 without further notification from Landlord unless prior to confirm the ownership Termination Date Landlord directs Tenant to leave any of such Leasehold Improvements)Required Removables in place as of the Termination Date. Notwithstanding anything contained herein to the contrary, Sublessee in no event shall take such actions and execute such documents as Sublessor may reasonably require, including, without limitation, execution Tenant be responsible for the removal of a xxxx any supplemental HVAC units previously installed at the Property by Catamaran at the end of sale for such Leasehold Improvements. If Sublessee fails or refuses to execute such documents or take such actions, Sublessee hereby appoints Sublessor as its attorney-in-fact with authority to execute such documents and take such actions, which appointment is coupled with an interest and is irrevocable. Exhibit Athe Term.

Leasehold Improvements. Subject to Any trade fixtures, unattached and movable equipment or furniture, or other personalty brought into the Premises by Tenant ("Tenant's Property") shall be owned and insured by Tenant. Tenant shall remove all such Tenant's Property from the Premises in accordance with the terms of Section 8 belowArticle XXXV hereof. Any and all alterations, effective additions and improvements to the Premises, including any built-in furniture (collectively, "Leasehold Improvements") shall be owned and insured by Landlord and shall remain upon the Commencement DatePremises, Sublessor shall convey all without compensation, allowance or credit to Sublessee ownership Tenant. Landlord may, nonetheless, at any time within thirty (30) days after the expiration or earlier termination of all of the Current this Lease or Tenant's right to possession, require Tenant to remove any Leasehold Improvements located on performed by or for the Premises benefit of Tenant and owned all electronic, phone and data cabling as are designated by Sublessor as of the Commencement Date. Such conveyance shall be “as is” without representations or warranties of any kind whatsoever, express, implied or statutory. Concurrently with the execution of this Sublease, Sublessor shall execute a xxxx of sale in the form attached hereto as Exhibit D Landlord (the “Xxxx of Sale”). Such Xxxx of Sale shall be deemed delivered by Sublessor to Sublessee only upon the commencement of this Sublease, and, if this Sublease does not commence, shall be void ab initio and of no effect"Required Removables") at Tenant's sole cost. In the event of that Landlord so elects, Tenant shall remove such Required Removables within ten (10) days after notice from Landlord, provided that in no event shall Tenant be required to remove such Required Removables prior to the expiration or earlier termination of this Sublease Lease or Tenant's right to possession. In addition to Tenant's obligation to remove the Required Removables, Tenant shall repair any damage caused by reason such removal and perform such other work as is reasonably necessary to restore the Premises to a "move in" condition, normal wear and tear excepted. If Tenant fails to remove any specified Required Removables or to perform any required repairs and restoration within the time period specified above, Landlord, at Tenant's sole cost and expense, may remove, store, sell and/or dispose of a default on the part of SublesseeRequired Removables and perform such required repairs and restoration work. Tenant, the Current Leasehold Improvements, together with any other leasehold improvements made subsequent to the Commencement Date within five (“Future Leasehold Improvements”; the Current Leasehold Improvements and the Future Leasehold Improvements being sometimes collectively referred to herein as the “Leasehold Improvements”)5) days after demand from Landlord, shall automatically become reimburse Landlord for any and all reasonable costs incurred by Landlord in connection with the property of Sublessor. In the event of an early termination of this Sublease not due to the fault of Sublessee, all such Leasehold Improvements shall be conveyed by Sublessee to Sublessor and Sublessor shall pay to Sublessee the fair market value of the Leasehold Improvements valued as of the date of termination and with fair market value calculated as provided below. In order to effect such conveyance (or, at Sublessor’s option in the event of a termination for Sublessee’s default, to confirm the ownership of such Leasehold Improvements), Sublessee shall take such actions and execute such documents as Sublessor may reasonably require, including, without limitation, execution of a xxxx of sale for such Leasehold Improvements. If Sublessee fails or refuses to execute such documents or take such actions, Sublessee hereby appoints Sublessor as its attorney-in-fact with authority to execute such documents and take such actions, which appointment is coupled with an interest and is irrevocable. Exhibit ARequired Removables.

Leasehold Improvements. Subject Except as noted in Paragraph 10.01 Tenant shall not make any alterations, improvements, or additions ("Leasehold Improvements") to the terms Premises without the prior written consent of Section 8 below, effective upon the Commencement Date, Sublessor Landlord which consent shall convey not be unreasonably withheld. Prior to Sublessee ownership of all of the Current Leasehold Improvements located on the Premises and owned by Sublessor as of the Commencement Date. Such conveyance shall be “as is” without representations or warranties Landlord's final approval of any kind whatsoever, express, implied or statutory. Concurrently with the execution of this Sublease, Sublessor shall execute a xxxx of sale in the form attached hereto as Exhibit D (the “Xxxx of Sale”). Such Xxxx of Sale shall be deemed delivered by Sublessor to Sublessee only upon the commencement of this Sublease, and, if this Sublease does not commence, shall be void ab initio and of no effect. In the event of termination of this Sublease by reason of a default on the part of Sublessee, the Current such Leasehold Improvements, together with any other leasehold improvements made subsequent Tenant must provide Landlord for Landlord's review and approval: (i) acceptable construction plans and specifications, (ii) the construction agreements between Tenant and a reputable contractor and subcontractors (each reasonably satisfactory to Landlord), (iii) satisfactory evidence (including, but not limited to, certificates of insurance against all liability which may arise out of the Commencement Date (“Future Leasehold Improvements”; ) that all contractors and subcontractors will be properly insured, (iv) copies of necessary permits and governmental authorizations, and (v) security for the Current payment of all costs to be incurred in connection with the Leasehold Improvements. Landlord may require that such insurance policies include Landlord as an additional insured. All work shall be required to be done promptly and in a good workmanlike manner using only good grades of materials and Tenant shall promptly pay the cost of all such Leasehold Improvements. In addition, Tenant shall reimburse Landlord for all sums expended for examination and approval of the architectural and working plans and specifications for the work and for its inspection and supervision of the work. Tenant shall also indemnify, defend and hold Landlord harmless from any and all liabilities and costs of every kind and description, including reasonable attorneys' fees, which may arise out of or be connected in any way with the Leasehold Improvements or any work performed by Tenant. Upon completing any Leasehold Improvements, Tenant shall furnish Landlord with contractors' affidavits and the Future full and final waivers of lien, and all other supporting documentation as Landlord may reasonably require, all in form satisfactory to Landlord. All Leasehold Improvements being sometimes collectively referred shall comply with all insurance requirements and with all ordinances and regulations of any applicable governmental authority. At all times, Tenant shall cause contractors and others performing Leasehold Improvements for Tenant to herein as work in harmony with the “contractors, agents and employees performing work in the Building for Landlord or others, if any. All Leasehold Improvements”), except movable furniture, equipment and trade fixtures placed in the Premises at the expense of Tenant, shall automatically become the property of Sublessor. In Landlord and at the event election of an early Landlord, shall either remain upon and be surrendered with the Premises to Landlord as a part thereof at the termination of this Sublease not due to the fault of Sublessee, all such Leasehold Improvements Lease or shall be conveyed by Sublessee to Sublessor removed at the sole cost and Sublessor shall pay to Sublessee the fair market value expense of the Leasehold Improvements valued as of the date of termination and with fair market value calculated as provided below. In order to effect such conveyance (or, at Sublessor’s option in the event of a termination for Sublessee’s default, to confirm the ownership of such Leasehold Improvements), Sublessee shall take such actions and execute such documents as Sublessor may reasonably require, including, without limitation, execution of a xxxx of sale for such Leasehold Improvements. If Sublessee fails or refuses to execute such documents or take such actions, Sublessee hereby appoints Sublessor as its attorney-in-fact with authority to execute such documents and take such actions, which appointment is coupled with an interest and is irrevocable. Exhibit ATenant.

Leasehold Improvements. Subject All improvements in and to the terms of Section 8 belowPremises, effective upon the Commencement Dateincluding any Alterations (collectively, Sublessor shall convey to Sublessee ownership of all of the Current Leasehold Improvements located on the Premises and owned by Sublessor as of the Commencement Date. Such conveyance shall be “as is” without representations or warranties of any kind whatsoever, express, implied or statutory. Concurrently with the execution of this Sublease, Sublessor shall execute a xxxx of sale in the form attached hereto as Exhibit D (the “Xxxx of Sale”). Such Xxxx of Sale shall be deemed delivered by Sublessor to Sublessee only upon the commencement of this Sublease, and, if this Sublease does not commence, shall be void ab initio and of no effect. In the event of termination of this Sublease by reason of a default on the part of Sublessee, the Current Leasehold Improvements, together with any other leasehold improvements made subsequent to the Commencement Date (“Future Leasehold Improvements”; the Current Leasehold Improvements and the Future Leasehold Improvements being sometimes collectively referred to herein as the “Leasehold Improvements”)) shall remain upon the Premises at the end of the Term without compensation to Tenant. However, shall automatically become the property of Sublessor. In the event of an early termination of this Sublease not due by written notice to Tenant at least 30 days prior to the fault Termination Date, Landlord may require Tenant, at its expense, to remove (a) any Cable (defined in Section 9.01) installed by or for the benefit of SublesseeTenant, all such Leasehold Improvements shall be conveyed by Sublessee to Sublessor and Sublessor shall pay to Sublessee (b) any Identified Alterations or other Alterations installed after the fair market value date hereof that, in Landlord’s reasonable judgment, are of a nature that would require removal and repair costs that are materially in excess of the Leasehold Improvements valued removal and repair costs associated with standard office improvements (collectively referred to as of the date of termination and with fair market value calculated as provided below“Required Removables”). In order to effect such conveyance (or, at Sublessor’s option in the event of a termination for Sublessee’s default, to confirm the ownership of such Leasehold Improvements), Sublessee Required Removables shall take such actions and execute such documents as Sublessor may reasonably require, includinginclude, without limitation, execution internal stairways, raised floors, personal baths and showers, vaults, rolling file systems and structural alterations and modifications. The designated Required Removables shall be removed by Tenant before the Termination Date, provided that, upon prior written notice delivered to Landlord at least 30 days before the Termination Date, Tenant may retain possession of the Premises for up to 5 days after the Termination Date for the sole purpose of removing the Required Removables, in which event Tenant’s possession of the Premises during such period shall be subject to all of the terms and conditions of this Lease, including the obligation to pay Base Rent and Additional Rent on a xxxx per diem basis at the rates in effect for the last month of sale the Term. Tenant shall repair damage caused by the installation or removal of Required Removables. If Tenant fails to perform its obligations in a timely manner, Landlord may perform such work, in which event Tenant, within 30 days after receipt of written request (together with an invoice) from Landlord, shall reimburse Landlord for the reasonable cost incurred by Landlord for such Leasehold Improvementswork. If Sublessee fails Notwithstanding the foregoing, Tenant, at the time it requests approval for a proposed Alteration, may request in writing that Landlord advise Tenant whether the Alteration or refuses any portion of the Alteration will be a Required Removable. Within 10 days after receipt of Tenant’s request, Landlord shall advise Tenant in writing as to execute such documents or take such actionswhich portions of the Alteration, Sublessee hereby appoints Sublessor as its attorney-in-fact with authority to execute such documents and take such actionsif any, which appointment is coupled with an interest and is irrevocable. Exhibit Awill be Required Removables.

Leasehold Improvements. Subject All improvements in and to the terms of Premises, including any Alterations (defined in Section 8 below9.03) (collectively, effective "Leasehold Improvements") shall remain upon the Commencement Premises at the end of the Term without compensation to Tenant, provided that Tenant, at its expense, in compliance with the National Electric Code or other applicable Law, shall remove any Cable (defined in Section 9.01 below). In addition, Landlord, by written notice to Tenant at least 30 days prior to the Termination Date, Sublessor shall convey may require Tenant, at its expense, to Sublessee ownership remove any Landlord Work or Alterations that, in Landlord's reasonable judgment, are of all a nature that would require removal and repair costs that are materially in excess of the Current Leasehold Improvements located removal and repair costs associated with standard office improvements (the Cable and such other items collectively are referred to as "Required Removables"). Required Removables shall include, without limitation, internal stairways, raised floors, personal baths and showers, vaults, rolling file systems and structural alterations and modifications. The Required Removables shall be removed by Tenant before the Termination Date. Tenant shall repair damage caused by the installation or removal of Required Removables. If Tenant fails to perform its obligations in a timely manner, Landlord may perform such work at Tenant's expense. Tenant, at the time it requests approval for a proposed Alteration, including any Initial Alterations or Landlord Work, as such terms may be defined in the Work Letter attached as Exhibit C, may request in writing that Landlord advise Tenant whether the Alteration, including any Initial Alterations or Landlord Work, or any portion thereof, is a Required Removable. Notwithstanding the foregoing, Tenant shall not be required to remove any portion of the Landlord Work shown on the Premises and owned by Sublessor as of the Commencement Date. Such conveyance shall be “as is” without representations or warranties of any kind whatsoever, express, implied or statutory. Concurrently with the execution of this Sublease, Sublessor shall execute a xxxx of sale in the form attached hereto as Exhibit D (the “Xxxx of Sale”). Such Xxxx of Sale shall be deemed delivered by Sublessor to Sublessee only upon the commencement of this Sublease, and, if this Sublease does not commence, shall be void ab initio and of no effect. In the event of termination of this Sublease by reason of a default on the part of Sublessee, the Current Leasehold Improvements, together with any other leasehold improvements made subsequent to the Commencement Date (“Future Leasehold Improvements”; the Current Leasehold Improvements and the Future Leasehold Improvements being sometimes collectively referred to herein as the “Leasehold Improvements”), shall automatically become the property of Sublessor. In the event of an early termination of this Sublease not due to the fault of Sublessee, all such Leasehold Improvements shall be conveyed by Sublessee to Sublessor and Sublessor shall pay to Sublessee the fair market value of the Leasehold Improvements valued Plans as of the date of termination and with fair market value calculated this Lease. Within 10 days after receipt of Tenant's request, Landlord shall advise Tenant in writing as provided below. In order to effect such conveyance (or, at Sublessor’s option in which portions of the event of a termination for Sublessee’s default, to confirm the ownership of such Leasehold Improvements), Sublessee shall take such actions and execute such documents as Sublessor may reasonably require, including, without limitation, execution of a xxxx of sale for such Leasehold Improvements. If Sublessee fails alteration or refuses to execute such documents or take such actions, Sublessee hereby appoints Sublessor as its attorney-in-fact with authority to execute such documents and take such actions, which appointment is coupled with an interest and is irrevocable. Exhibit Aother improvements are Required Removables.

Leasehold Improvements. Subject All improvements to the terms of Section 8 belowPremises (collectively, effective "Leasehold Improvements") shall be owned by Landlord and shall remain upon the Commencement Premises without compensation to Tenant. However, Landlord, by written notice to Tenant within 30 days prior to the Termination Date, Sublessor may require Tenant to remove, at Tenant's expense: (1) Cable (defined in Section IX.A) installed by or for the exclusive benefit of Tenant and located in the Premises or other portions of the Building; and (2) any Leasehold Improvements that are performed by or for the benefit of Tenant and, in Landlord's reasonable judgment, are of a nature that would require removal and repair costs that are materially in excess of the removal and repair costs associated with standard office improvements (collectively referred to as "Required Removables"). Without limitation, it is agreed that Required Removables include internal stairways, raised floors, personal baths and showers, vaults, rolling file systems and structural alterations and modifications of any type. The Required Removables designated by Landlord shall convey be removed by Tenant before the Termination Date, provided that upon prior written notice to Sublessee ownership Landlord, Tenant may remain in the Premises for up to 5 days after the Termination Date for the sole purpose of removing the Required Removables, but in no event shall any such holdover in the Premises constitute or create a tenancy-at-will under existing applicable law. Tenant's possession of the Premises shall be subject to all of the Current Leasehold Improvements located terms and conditions of this Lease, including the obligation to pay Rent on a per diem basis at the Premises and owned by Sublessor as rate in effect for the last month of the Commencement DateTerm. Such conveyance Tenant shall repair damage caused by the installation or removal of Required Removables. If Tenant fails to remove any Required Removables or perform related repairs in a timely manner, Landlord, at Tenant's expense, may remove and dispose of the Required Removables and perform the required repairs. Tenant, within 30 days after receipt of an invoice, shall reimburse Landlord for the reasonable costs incurred by Landlord. Notwithstanding the foregoing, Tenant, at the time it requests approval for a proposed Alteration (defined in Section IX.C), may request in writing that Landlord advise Tenant whether the Alteration or any portion of the Alteration will be “designated as is” without representations or warranties a Required Removable. Within 10 days after receipt of any kind whatsoeverTenant's request, express, implied or statutory. Concurrently with Landlord shall advise Tenant in writing as to which portions of the execution of this Sublease, Sublessor shall execute a xxxx of sale in the form attached hereto as Exhibit D (the “Xxxx of Sale”). Such Xxxx of Sale shall be deemed delivered by Sublessor to Sublessee only upon the commencement of this Sublease, andAlteration, if this Sublease does not commenceany, shall will be void ab initio and of no effect. In the event of termination of this Sublease by reason of a default on the part of Sublessee, the Current Leasehold Improvements, together with any other leasehold improvements made subsequent considered to the Commencement Date (“Future Leasehold Improvements”; the Current Leasehold Improvements and the Future Leasehold Improvements being sometimes collectively referred to herein as the “Leasehold Improvements”), shall automatically become the property of Sublessor. In the event of an early termination of this Sublease not due to the fault of Sublessee, all such Leasehold Improvements shall be conveyed by Sublessee to Sublessor and Sublessor shall pay to Sublessee the fair market value of the Leasehold Improvements valued as of the date of termination and with fair market value calculated as provided below. In order to effect such conveyance (or, at Sublessor’s option in the event of a termination for Sublessee’s default, to confirm the ownership of such Leasehold Improvements), Sublessee shall take such actions and execute such documents as Sublessor may reasonably require, including, without limitation, execution of a xxxx of sale for such Leasehold Improvements. If Sublessee fails or refuses to execute such documents or take such actions, Sublessee hereby appoints Sublessor as its attorney-in-fact with authority to execute such documents and take such actions, which appointment is coupled with an interest and is irrevocable. Exhibit ARequired Removables.

Leasehold Improvements. Subject All improvements tx xxx Premises (collectively, "Leasehold Improvements") shall be owned by Landlord and shall remain upon the Premises without compensation to Tenant. However, Landlord, by written notice to Tenant within 30 days prior to the terms of Section 8 below, effective upon the Commencement Termination Date, Sublessor may require Tenant to remove, at Tenant's expense: (1) Cable (defined in Section IX.A) installed by or for the exclusive benefit of Tenant and located in the Premises or other portions of the Building; and (2) any Leasehold Improvements that are performed by or for the benefit of Tenant and, in Landlord's reasonable judgment, are of a nature that would require removal and repair costs that are materially in excess of the removal and repair costs associated with standard office improvements (collectively referred to as "Required Removables"). Without limitation, it is agreed that Required Removables include internal stairways, raised floors, personal baths and showers, vaults, rolling file systems and structural alterations and modifications of any type. Notwithstanding the foregoing, if Tenant so requests, at the time which Tenant submits to Landlord the final construction plans for Tenant's initial Leasehold Improvements, Landlord shall convey advise Tenant of those Leasehold Improvements which shall be deemed to Sublessee ownership be Required Removables. The Required Removables designated by Landlord shall be removed by Tenant before the Termination Date, provided that upon prior written notice to Landlord, Tenant may remain in the Premises for up to 5 days after the Termination Date for the sole purpose of removing the Required Removables. Tenant's possession of the Premises shall be subject to all of the Current Leasehold Improvements located terms and conditions of this Lease, including the obligation to pay Rent on a per diem basis at the Premises and owned by Sublessor as rate in effect for the last month of the Commencement DateTerm. Such conveyance Tenant shall repair damage caused by the installation or removal of Required Removables. If Tenant fails to remove any Required Removables or perform related repairs in a timely manner, Landlord, at Tenant's expense, may remove and dispose of the Required Removables and perform the required repairs. Tenant, within 30 days after receipt of an invoice, shall reimburse Landlord for the reasonable costs incurred by Landlord. Notwithstanding the foregoing, Tenant, at the time it requests approval for a proposed Alteration (defined in Section IX.C), may request in writing that Landlord advise Tenant whether the Alteration or any portion of the Alteration will be “designated as is” without representations or warranties a Required Removable. Within 10 days after receipt of any kind whatsoeverTenant's request, express, implied or statutory. Concurrently with Landlord shall advise Tenant in writing as to which portions of the execution of this Sublease, Sublessor shall execute a xxxx of sale in the form attached hereto as Exhibit D (the “Xxxx of Sale”). Such Xxxx of Sale shall be deemed delivered by Sublessor to Sublessee only upon the commencement of this Sublease, andAlteration, if this Sublease does not commenceany, shall will be void ab initio and of no effect. In the event of termination of this Sublease by reason of a default on the part of Sublessee, the Current Leasehold Improvements, together with any other leasehold improvements made subsequent considered to the Commencement Date (“Future Leasehold Improvements”; the Current Leasehold Improvements and the Future Leasehold Improvements being sometimes collectively referred to herein as the “Leasehold Improvements”), shall automatically become the property of Sublessor. In the event of an early termination of this Sublease not due to the fault of Sublessee, all such Leasehold Improvements shall be conveyed by Sublessee to Sublessor and Sublessor shall pay to Sublessee the fair market value of the Leasehold Improvements valued as of the date of termination and with fair market value calculated as provided below. In order to effect such conveyance (or, at Sublessor’s option in the event of a termination for Sublessee’s default, to confirm the ownership of such Leasehold Improvements), Sublessee shall take such actions and execute such documents as Sublessor may reasonably require, including, without limitation, execution of a xxxx of sale for such Leasehold Improvements. If Sublessee fails or refuses to execute such documents or take such actions, Sublessee hereby appoints Sublessor as its attorney-in-fact with authority to execute such documents and take such actions, which appointment is coupled with an interest and is irrevocable. Exhibit ARequired Removables.

Leasehold Improvements. Subject Any trade fixtures, equipment, personal property, furnishings, art and furniture, or other personalty brought into the Premises by Tenant ("Tenant's Property") which can be removed without material damage to the Building shall be owned and insured by Tenant. Tenant shall remove all such Tenant's Property from the Premises in accordance with the terms of Section 8 Article XXXV hereof. Any and all alterations, additions and improvements to the Premises, including the Initial Alterations (as defined in Exhibit C), including any built-in furniture other than Tenant's Property (collectively, "Leasehold Improvements") shall be owned and insured by Landlord and shall remain upon the Premises, all without compensation, allowance or credit to Tenant. Except as provided below, effective upon Landlord may, nonetheless, at any time within six (6) months after the Commencement Dateexpiration or earlier termination of this Lease or Tenant's right to possession, Sublessor shall convey require Tenant to Sublessee ownership of all of the Current remove any Leasehold Improvements located on performed by or for the Premises benefit of Tenant and owned all electronic, phone and data cabling as are designated by Sublessor as of the Commencement Date. Such conveyance shall be “as is” without representations or warranties of any kind whatsoever, express, implied or statutory. Concurrently with the execution of this Sublease, Sublessor shall execute a xxxx of sale in the form attached hereto as Exhibit D Landlord (the “Xxxx of Sale”). Such Xxxx of Sale shall be deemed delivered by Sublessor to Sublessee only upon the commencement of this Sublease, and, if this Sublease does not commence, shall be void ab initio and of no effect"Required Removables") at Tenant's sole cost. In the event of that Landlord so elects, Tenant shalt remove such Required Removables within ten (10) days after notice from Landlord, provided that in no event shall Tenant be required to remove such Required Removables prior to the expiration or earlier termination of this Sublease Lease or Tenant's right to possession of the Premises. In addition to Tenant's obligation to remove the Required Removables, Tenant shall repair any material damage caused by reason such removal. If Tenant fails to remove any specified Required Removables or to perform any required repairs and restoration within the time period specified above, Landlord, at Tenant's sole cost and expense, may remove, store, sell and/or dispose of a default on the part of SublesseeRequired Removables and perform such required repairs and restoration work. Tenant, within ten (10) days after demand from Landlord, shall reimburse Landlord for any and all reasonable costs incurred by Landlord in connection with the Required Removables. Notwithstanding any provisions to the contrary, the Current Leasehold ImprovementsTenant shall not be obligated to remove any of its Initial Alterations unless Landlord, together within ten (10) days after the date on which it approves Tenant's final plans for the Initial Alterations, notifies Tenant in writing that such Initial Alterations, or applicable portion thereof, must be removed at the end of the Lease Term. In addition, with respect to any other leasehold alterations, additions or improvements made performed by or on behalf of Tenant subsequent to the Commencement Date (“Future Leasehold Improvements”; Initial Alterations, Tenant may request in writing at the Current Leasehold Improvements time it submits its plans and the Future Leasehold Improvements being sometimes collectively referred specifications for such alteration, addition or improvement, that Landlord advise Tenant whether Landlord will require Tenant to herein as the “Leasehold Improvements”)remove, shall automatically become the property of Sublessor. In the event of an early at tr~e termination of this Sublease Lease or Tenant's right to possession hereunder, SUCh alteration, addition or improvement, or any particular portion thereof and Landlord shall advise Tenant in writing within ten (10) days after receipt of Tenant's request as to whether Landlord will require removal; provided, however, Landlord shall not due require Tenant to the fault of Sublesseeremove any usual office improvements such as gypsum board, all such Leasehold Improvements shall be conveyed by Sublessee to Sublessor partitions, ceiling grids and Sublessor shall pay to Sublessee the fair market value of the Leasehold Improvements valued as of the date of termination tiles, fluorescent lighting panels, building standard doors and with fair market value calculated as provided below. In order to effect such conveyance (or, at Sublessor’s option in the event of a termination for Sublessee’s default, to confirm the ownership of such Leasehold Improvements), Sublessee shall take such actions and execute such documents as Sublessor may reasonably require, including, without limitation, execution of a xxxx of sale for such Leasehold Improvements. If Sublessee fails or refuses to execute such documents or take such actions, Sublessee hereby appoints Sublessor as its attorney-in-fact with authority to execute such documents and take such actions, which appointment carpeting that is coupled with an interest and is irrevocable. Exhibit Anot glued down 15

Leasehold Improvements. Subject to the terms of Section 8 below, effective upon the Commencement Date, Sublessor shall convey to Sublessee ownership of all of the Current Leasehold Improvements located on the Premises All Initial Tenant Work and owned by Sublessor as of the Commencement Date. Such conveyance shall be “as is” without representations or warranties of any kind whatsoever, express, implied or statutory. Concurrently with the execution of this Sublease, Sublessor shall execute a xxxx of sale in the form attached hereto as Exhibit D (the “Xxxx of Sale”). Such Xxxx of Sale shall be deemed delivered by Sublessor to Sublessee only upon the commencement of this Sublease, and, if this Sublease does not commence, shall be void ab initio and of no effect. In the event of termination of this Sublease by reason of a default on the part of Sublessee, the Current Leasehold Improvements, together with any other leasehold improvements from time to time made subsequent in and to the Commencement Date Premises (“Future Leasehold Improvements”; the Current Leasehold Improvements and the Future Leasehold Improvements being sometimes collectively referred to herein as the collectively, “Leasehold Improvements”) shall, except as expressly provided in this Lease, remain upon the Premises at the end of the Term without compensation to Tenant. Except as otherwise set forth hereinbelow in connection with any Required Removables Notice (as defined below), shall automatically become the property of Sublessor. In the event of an early termination of this Sublease not due Landlord, by written notice to Tenant given at least thirty (30) days prior to the fault of SublesseeTerm Expiration Date, all such may require Tenant, at Tenant’s expense, to remove any Initial Tenant Work or other Leasehold Improvements shall be conveyed by Sublessee to Sublessor or other affixed installations that, in Landlord’s reasonable judgment, are of a nature that would require removal and Sublessor shall pay to Sublessee the fair market value repair costs that are materially in excess of the Leasehold Improvements valued as of the date of termination removal and repair costs associated with fair market value calculated as provided belowstandard office improvements (“Required Removables”). In order to effect such conveyance (or, at Sublessor’s option in the event of a termination for Sublessee’s default, to confirm the ownership of such Leasehold Improvements), Sublessee Required Removables shall take such actions and execute such documents as Sublessor may reasonably require, includinginclude, without limitation, execution internal stairways, raised floors, private baths and showers, vaults, rolling file systems and structural alterations and modifications. Tenant, at the time it requests approval for a proposed Alteration, including any Initial Tenant Work, may request in writing that Landlord advise Tenant whether the Alteration, including any Initial Tenant Work, or any portion thereof, is a Required Removable. Within ten (10) Business Days after receipt of a xxxx Tenant’s request and true and complete copies of sale the proposed plans and specifications for such Leasehold Improvementsproposed alterations or other improvements (including any Initial Tenant Work), Landlord shall advise Tenant in writing as to which portions of the alteration or other improvements are Required Removables (a “Required Removables Notice”). If Sublessee fails The Required Removables shall be removed by Tenant before the expiration or refuses to execute such documents or take such actions, Sublessee hereby appoints Sublessor as its attorney-in-fact earlier termination of this Lease in accordance with authority to execute such documents and take such actions, which appointment is coupled with an interest and is irrevocable. Exhibit ASection 20.

Leasehold Improvements. Subject Any improvements to be made to the terms of Premises other than the Landlord's Work as described in Section 8 below3.1 above are herein referred to as the "Leasehold Improvements". Immediately after the execution hereof, effective upon Landlord and Tenant will cooperate with one another to prepare final plans and specifications for the Commencement Date, Sublessor shall convey to Sublessee ownership of all construction and installation of the Current Leasehold Improvements located on the Premises and owned by Sublessor as of the Commencement DateImprovements. Such conveyance shall be “as is” without representations or warranties of any kind whatsoeverfinal plans and specifications, express, implied or statutory. Concurrently with the execution of this Sublease, Sublessor shall execute a xxxx of sale when approved in the form attached hereto as Exhibit D (the “Xxxx of Sale”). Such Xxxx of Sale shall be deemed delivered writing by Sublessor to Sublessee only upon the commencement of this Sublease, and, if this Sublease does not commenceLandlord and Tenant, shall be void ab initio attached to this Lease as Exhibit "C-1" and of no effectshall become a part hereof. In the event of termination of this Sublease by reason of a default No failure or refusal on the part of Sublessee, Tenant to approve final plans and specifications within a reasonable time after the Current Leasehold Improvements, together with any other leasehold improvements made subsequent to execution hereof shall render this Lease void or voidable nor shall it delay the Commencement Date (“Future Leasehold Improvements”; set forth in Article I(d) hereof. No delay caused by Tenant during the Current Leasehold Improvements and the Future Leasehold Improvements being sometimes collectively referred to herein as the “Leasehold Improvements”), shall automatically become the property of Sublessor. In the event of an early termination of this Sublease not due to the fault of Sublessee, all such Leasehold Improvements shall be conveyed by Sublessee to Sublessor and Sublessor shall pay to Sublessee the fair market value construction or installation of the Leasehold Improvements valued as shall delay the Commencement Date of this Lease from what it would have been had such delay not occurred. Landlord and Tenant acknowledge that Landlord has computed the Basic Rental by budgeting an allowance of $600,000.00 (the "Allowance") for the Leasehold Improvements to be constructed within the Premises. Landlord and Tenant acknowledge that the Allowance is not a firm budget nor final estimate of costs. Upon mutual approval of the date final plans and specifications, Landlord agrees to obtain competitive bids for the cost of termination the Leasehold Improvements from no fewer than three (3) of the contractors listed on Schedule I attached hereto and with fair market value calculated as provided belowmade a part hereof. In order Landlord will provide to effect such conveyance (orTenant copies of any bids received by Landlord. It is understood, at Sublessor’s option in however, that Landlord need not necessarily select the event contractor providing the lowest bid; however, unless Landlord provides Tenant a reasonable basis for rejecting the lowest bid, Landlord will select the contractor providing the lowest bid. Landlord shall promptly inform Tenant of a termination for Sublessee’s default, to confirm Landlord's selection of the ownership contractor and the final cost of such Leasehold Improvements), Sublessee shall take such actions and execute such documents as Sublessor may reasonably require, including, without limitation, execution of a xxxx of sale for such the Leasehold Improvements. If Sublessee fails or refuses Should the total cost of the Leasehold Improvements exceed the Allowance, the Tenant shall pay such excess, in cash, to execute Landlord within ten (10) days following the date Landlord informs Tenant of such documents or take excess, and Landlord will not be required to commence construction of the Leasehold Improvements until Tenant pays such actionsInitial: ________ excess to Landlord. Any delay in Landlord's commencement of construction resulting from Tenant's failure to pay such amount to Landlord as required herein shall not delay the Commencement Date of this Lease from what is would have been had such delay not occurred. Should the total cost of the Leasehold Improvements be less than the Allowance, Sublessee hereby appoints Sublessor the Tenant shall be entitled to receive such amount by crediting the first installment(s) of Basic Rental due to the Landlord following the Abatement Period (as its attorney-in-fact with authority to execute such documents and take such actions, which appointment is coupled with an interest and is irrevocable. Exhibit Adefined in Section 4.1 hereof).