Common use of Manner of Construction Clause in Contracts

Manner of Construction. All Alterations performed by or on behalf of Tenant shall be performed: (a) at Tenant’s sole cost and expense, which shall include, without limitation, payment to Landlord of Landlord’s reasonable out-of-pocket costs incurred by Landlord to review Tenant’s plans and specifications for the Alterations; (b) in a diligent and good and workmanlike manner; (c) in compliance with all Applicable Laws and in substantial conformance with the plans and specifications therefor submitted by Tenant to Landlord (and Main Lease approved by Landlord, to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord (except that Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Landlord’s reasonable, non-discriminatory construction rules and regulations (which shall be made available to Tenant upon request); and (f) in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to unreasonably interfere Landlord’s normal and customary business operations at the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary uses. In addition, prior to the commencement of such Alterations, Tenant shall provide Landlord with evidence that Tenant or its contractor carries “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterations, and such other insurance as Landlord may reasonably require. Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against the Building or Project as a result of the performance by Tenant of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Project, and shall indemnify, defend and hold Landlord harmless from and against all Claims in connection with any such liens.

Manner of Construction. All Lessor may impose as a condition of its ---------------------- consent to all Alterations performed by or on behalf repairs of Tenant shall be performed: (a) the Premises or about the Premises, such requirements as Lessor in its reasonable discretion may deem desirable, including, but not limited to, the requirement that upon Lessor's request, Lessee shall, at Tenant’s sole cost and Lessee's expense, which shall includeremove such Alterations upon the expiration or any early termination of the Lease Term, without limitationand/or the requirement that Lessee utilize for such purposes only contractors, payment to Landlord of Landlord’s reasonable out-of-pocket costs incurred materials, mechanics and management selected by Landlord to review Tenant’s plans Lessee and specifications for the Alterations; (b) in a diligent and good and workmanlike manner; (c) in compliance with all Applicable Laws and in substantial conformance with the plans and specifications therefor submitted by Tenant to Landlord (and Main Lease approved by LandlordLessor (which approval shall not be unreasonably withheld, conditioned or delayed): provided, however, that Lessee shall utilize subcontractors of Lessor's selection to perform all work that may affect the extent Systems and Equipment, structural aspects of the Project, the Base, Xxxxx and Core, or exterior appearance of the Project or common areas, provided that Lessor shall cause such approval was required); (d) by contractors and subcontractors selected by Tenant Lessor to charge Lessee for such work in an amount equal to the cost that comparable first-class reputable and reasonably approved by Landlord (except that Landlord may reasonably designate the contractors reliable subcontractors would have charged Lessee if selected pursuant to competitive bidding procedures. Lessee shall construct such Alterations and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Landlord and agree to perform such work at competitive prices and are reasonably available); (e) repairs in conformance with Landlord’s reasonableany and all applicable rules and regulations of any federal state, non-discriminatory country or municipal code or ordinance and pursuant to a valid building permit issued by the City of Pasadena in conformance with Lessor's construction rules and regulations (which Lessor's approval of the plans, specifications and working drawings for Lessee's Alterations shall create no responsibility or liability on the part of Lessor for their completeness, design sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authorities. All work with respect to any Alterations must be made available done in a good and workmanlike manner and diligently prosecuted to Tenant upon request); and (f) completion to the end that the Premises shall at all times be a complete unit except during the period of work. In performing the work of any such Alterations, Lessee shall have the work performed in such manner so as is not to unreasonably obstruct access to the Project or any portion thereof, by for any other tenant Lessee of the Project, and so as is not to unreasonably interfere Landlord’s normal and customary obstruct the business operations at the Building or Project of Lessor or other tenants’ Lesses in the Project, or occupants’ use or enjoyment of their premises for reasonable and customary usesinterfere with the labor force working in the Project. In addition, prior to the commencement of such event that Lessee makes any Alterations, Tenant shall provide Landlord with evidence that Tenant or its contractor carries “Lessee agrees to carry "Builder’s 's All Risk” " insurance in an amount reasonably approved by Landlord (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) Lessor covering the construction of such Alterations, and such other insurance is Lessor may require, it being understood and agreed that all of such Alteration shall be insured by Lessee pursuant to Article 9 immediately upon completion thereof. In addition, Lessor may, in its reasonable discretion, require Lessee to obtain a lien and completion bond or some alternate form of security satisfactory to Lessor in an amount sufficient to ensure the lien-free completion of such Alterations and naming Lessor as Landlord may reasonably requirea co- obligee. Tenant shallUpon completion of any Alterations, within twenty (20) days after demand, remove Lessee agrees to cause a Notice of Completion to be recorded in the Office of the Recorder of the County of Los Angeles in accordance with section 3093 of the Civil Code of the State of ---------- California or bond against any liens imposed against successor statute and Lessee shall deliver to the Building or Project as management office a result reproducible copy of the performance by Tenant "as built" drawing of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Project, and shall indemnify, defend and hold Landlord harmless from and against all Claims in connection with any such liensAlterations.

Manner of Construction. All Landlord may impose, as a condition of its consent to all Alterations performed or repairs of the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors, materials, mechanics and materialmen approved by Landlord; provided, however, Landlord may impose such requirements as Landlord may determine, in its sole and absolute discretion, with respect to any work affecting the structural components of the Building or on behalf of Systems and Equipment (including designating specific contractors to perform such work). Tenant shall be performed: (a) at Tenant’s sole cost construct such Alterations and expense, which shall include, without limitation, payment to Landlord of Landlord’s reasonable out-of-pocket costs incurred by Landlord to review Tenant’s plans and specifications for the Alterations; (b) in a diligent and good and workmanlike manner; (c) perform such repairs in compliance with any and all Applicable Laws applicable rules and regulations of any federal, state, county or municipal code or ordinance and pursuant to a valid building permit, issued by the city in substantial conformance with which the plans Building is located, and specifications therefor submitted by Tenant to Landlord (and Main Lease approved by Landlord, to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord (except that Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Landlord’s reasonable, non-discriminatory construction rules and regulations. Landlord’s approval of the plans, specifications and working drawings for Tenant’s Alterations shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all laws, rules and regulations (which of governmental agencies or authorities. All work with respect to any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises shall at all times be made available a complete unit except during the period of work. Tenant shall cause all Alterations to Tenant upon request); and (f) be performed in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not person to unreasonably interfere Landlord’s normal and customary business operations at the Building or Project or the common areas, and as not to obstruct the business of Landlord or other tenants’ tenants of the Project, or occupants’ use or enjoyment of their premises for reasonable and customary usesinterfere with the labor force working at the Project. In addition, prior to the commencement of such If Tenant makes any Alterations, Tenant shall provide Landlord with evidence that Tenant or its contractor carries agrees to carry “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterations, and such other insurance as Landlord may reasonably require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to Article 10 below immediately upon completion thereof. Landlord may, in its discretion, require Tenant shallto obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the lien-free completion of such Alterations and naming Landlord as a co-obligee. Upon completion of any Alterations, within twenty Tenant shall (20i) days after demandcause a Notice of Completion to be recorded in the office of the Recorder of the county in which the Project is located in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, remove or bond against any liens imposed against (ii) deliver to the management office of the Building or Project as a result reproducible copy of the performance by Tenant “as built” drawings of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or ProjectAlterations, and shall indemnify(iii) deliver to Landlord evidence of payment, defend contractors’ affidavits and hold Landlord harmless from full and against final waivers of all Claims in connection with any such liensliens for labor, services or materials.

Manner of Construction. All Landlord may impose, as a condition of its consent to any and all Alterations performed or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably approved by or on behalf of Landlord. Tenant shall be performed: (a) at Tenant’s sole cost construct such Alterations and expense, which shall include, without limitation, payment to Landlord of Landlord’s reasonable out-of-pocket costs incurred by Landlord to review Tenant’s plans and specifications for the Alterations; (b) perform such repairs in a diligent and good and workmanlike manner; (c) in compliance with all Applicable Laws and in substantial conformance with the plans and specifications therefor submitted by Tenant to Landlord (and Main Lease approved by Landlord, to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord (except that Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Landlordany and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of San Diego, all in conformance with Xxxxxxxx’s reasonable, non-discriminatory construction rules and regulations (regulations; provided, however, that prior to commencing to construct any Alteration, Tenant shall meet with Landlord to discuss Landlord’s design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the “Base Building,” as that term is defined below, then Landlord shall, at Tenant’s expense, make such changes to the Base Building. The “Base Building” shall be made available to include the structural portions of the Building, and the public restrooms, elevators, exit stairwells and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are located. In performing the work of any such Alterations, Tenant upon request); and (f) shall have the work performed in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to unreasonably interfere obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord’s normal and customary business operations at reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary usesthe Common Areas. In additionaddition to Tenant’s obligations under Article 9 of this Lease, prior to the commencement upon completion of such any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and Tenant shall provide Landlord with evidence that Tenant or its contractor carries deliver to the Project construction manager a reproducible copy of the “Builder’s All Riskas built” insurance in an amount reasonably approved by Landlord (not to exceed drawings of the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterations, to the extent applicable, as well as all permits, approvals and such other insurance as Landlord may reasonably require. Tenant shall, within twenty (20) days after demand, remove or bond against documents issued by any liens imposed against the Building or Project as a result of the performance by Tenant of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Project, and shall indemnify, defend and hold Landlord harmless from and against all Claims governmental agency in connection with any such liensthe Alterations.

Manner of Construction. All Landlord may impose, as a condition of its consent to any and all Alterations performed or repairs of the Premises or about the Premises, such requirements as Landlord may reasonably require, including, but not limited to, the requirement that Tenant shall, at Tenant's expense, remove such Alterations upon the expiration or any early termination of the Lease Term, provided Landlord imposed such removal requirement as a condition to consenting to such Alterations when they are installed, and/or the requirement that Tenant utilize for such purposes only contractors, subcontractors, materials, mechanics and materialmen approved by Landlord (which approval (as indicated in Section 29.4 below) shall not be unreasonably withheld or on behalf of delayed). In any event, Tenant shall be performed: (a) at Tenant’s sole cost and expense, which shall include, without limitation, payment to Landlord utilize subcontractors of Landlord’s reasonable out's selection to perform any and all work that may affect the Building Systems and Equipment, structural aspects of the Building, the Base Shell or Core or exterior appearance of the Building or Common Areas provided that (i) if such subcontractors are unwilling or unable to perform such work, Tenant may utilize the services of any other qualified subcontractor which normally and regularly performs similar work in comparable first-of-pocket costs incurred class, institutional quality, office buildings in the San Diego, California area, and (ii) Landlord shall cause such subcontractor selected by Landlord to review Tenant’s plans charge Tenant for such work in an amount equal to the cost that a comparable, first-class, reputable and specifications for reliable subcontractor would have charged Tenant if selected pursuant to competitive bidding procedures (and if such subcontractor refuses to meet such pricing requirements, Landlord shall have the Alterations; (boption to either pay the excess charges of such subcontractor or to permit Tenant to utilize any other qualified subcontractor which meets the requirements of subsection 8.2(i) above). Tenant shall construct such Alterations and perform such repairs in a diligent conformance with any and good and workmanlike manner; (c) in compliance with all Applicable Laws and in substantial conformance with pursuant to a valid building permit, issued by the plans and specifications therefor submitted by Tenant to Landlord (and Main Lease approved by LandlordCity of San Diego, to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord (except that Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Landlord’s reasonable, non-discriminatory 's construction rules PEREGRINE SYSTEMS CORPORATE CENTER [Peregrine Systems] and regulations (which regulations. All work with respect to any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises shall at all times be made available to a complete unit except during the period of work. In performing the work of any such Alterations, Tenant upon request); and (f) shall have the work performed in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, thereof by any other tenant of the Project, and so as not to unreasonably interfere Landlord’s normal and customary obstruct the business operations at of other tenants in the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary usesProject. In additionaddition to Tenant's obligations under Article 9 of this Lease, prior to the commencement upon completion of such any Alterations, Tenant shall provide Landlord agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego in accordance with evidence that Tenant California Civil Code Section 3093 or its contractor carries “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterationsany successor statute, and such other insurance as Landlord may reasonably require. Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against shall deliver to the Building or Project as management office a result reproducible copy of the performance by Tenant "as built" drawings of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Project, and shall indemnify, defend and hold Landlord harmless from and against all Claims in connection with any such liensAlterations.

Manner of Construction. All Landlord may impose, as a condition of its consent to all Alterations performed by or on behalf repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that upon Landlord’s request. Tenant shall be performed: (a) shall, at Tenant’s sole cost and expense, which remove such Alterations upon the expiration or any early termination of the Lease Term, and/or the requirement that Tenant utilize for such purposes only contractors, materials, mechanics and materialmen selected by Landlord. Landlord shall include, without limitation, payment tell Tenant at the time of approval whether such improvements need to Landlord be removed at the end of Landlord’s reasonable out-of-pocket costs incurred by Landlord to review Tenant’s plans the Lease Term. Tenant shall construct such Alterations and specifications for the Alterations; (b) perform such repairs in a diligent and good and workmanlike manner; (c) in compliance with all Applicable Laws and in substantial conformance with any and all applicable rules and regulations of any federal, state, county or municipal code or ordinance and pursuant to a valid building permit, issued by the plans and specifications therefor submitted by Tenant to Landlord (and Main Lease approved by LandlordCity of Carlsbad, to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord (except that Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Landlord’s reasonable, non-discriminatory construction rules and regulations (which regulations. All work with respect to any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises shall at all times be made available to a complete unit except during the period of work. In performing the work of any such Alterations, Tenant upon request); and (f) shall have the work performed in such manner so as not to unreasonably obstruct access to the Project Building or any portion thereof, by the common areas for any other tenant of the ProjectBuilding, and so as not to unreasonably obstruct the business of Landlord or other tenants in the Building, or interfere with the labor force working in the Building. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the Base Building, and provided that Landlord notified Tenant of such requirement in Landlord’s normal and customary business operations at the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary uses. In addition, prior consent to the commencement of such Alterations, Tenant shall provide then Landlord with evidence that Tenant or its contractor carries “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterations, and such other insurance as Landlord may reasonably require. Tenant shall, within twenty (20) days after demandat Tenant’s expense, remove or bond against any liens imposed against make such changes to the Building or Project as a result of the performance by Tenant Base Building. Upon completion of any Alterations and/or installation by and to the extent applicable, Tenant agrees to cause a timely Notice of Completion to be recorded in the office of the Recorder of the County of Carlsbad in accordance with the terms of Section 3093 of the Civil Code of the State of California or any successor statute, and Tenant shall deliver to the Building management office a reproducible copy of any furniture, fixtures or equipment in or at “as built” drawings of the Premises, Building or Project, and shall indemnify, defend and hold Landlord harmless from and against all Claims in connection with any such liensAlterations.

Manner of Construction. All Landlord may impose, as a condition of its consent to any and all Alterations performed or repairs of the Premises or about the Premises, such commercially reasonable requirements as Landlord may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors, subcontractors, materials, mechanics and materialmen selected by or on behalf of Tenant shall be performed: (a) from a list provided and approved by Landlord, the requirement that upon Landlord’s request, Tenant shall, at Tenant’s sole cost and expense, which remove such Alterations upon the expiration or any early termination of the Lease Term, and the requirement that all Alterations conform in terms of quality and style to the Building’s standards established by Landlord. If such Alterations will involve the use of or disturb hazardous materials or substances existing in the Premises, Tenant shall include, without limitation, payment to Landlord of comply with Landlord’s reasonable out-of-pocket costs incurred by Landlord to review rules and regulations concerning such hazardous materials or substances. Xxxxxxxx’s approval of the plans, specifications and working drawings for Tenant’s plans Alterations shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all Laws. Tenant shall construct such Alterations and specifications for the Alterations; (b) perform such repairs in a diligent and good and workmanlike manner; (c) , in compliance with all Applicable Laws and in substantial conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the plans and specifications therefor submitted by Tenant to Landlord (and Main Lease approved by LandlordCity of San Diego, to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord (except that Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Landlord’s reasonable, non-discriminatory construction rules and regulations and the plans and specifications previously approved by Landlord. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the “Base, Shell and Core,” as that term is defined in Exhibit B, then Landlord (which or Landlord’s property manager) shall, at Tenant’s expense, make such changes to the Base, Shell and Core. In performing the work of any such Alterations, Tenant shall be made available to Tenant upon request); and (f) have the work performed in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to unreasonably interfere obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord’s normal and customary business operations at reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary usesthe Common Areas. In additionaddition to Tenant’s obligations under Article 9 of this Lease, prior upon completion of any Alterations, Xxxxxx agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego in accordance with Section 8182 of the California Civil Code or any successor statute and furnish a copy thereof to Landlord upon recordation, and timely give all notices required pursuant to Section 8190 of the California Civil Code or any successor statute (failing which, Landlord may itself execute and file such Notice of Completion and give such notices on behalf of Tenant as Xxxxxx’s agent for such purpose), and Tenant shall deliver to the commencement of such AlterationsProject management office, Tenant shall provide Landlord with evidence that Tenant or its contractor carries if applicable to the particular Alteration, the “Builder’s All Riskas built” insurance in an amount reasonably approved by Landlord (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterations, and such other insurance as Landlord may reasonably require. Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against the Building or Project as a result drawings of the performance Alterations (in CAD and pdf formats) as well as all permits, approvals and other documents issued by Tenant of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Project, and shall indemnify, defend and hold Landlord harmless from and against all Claims governmental agency in connection with any such liensthe Alterations.

Manner of Construction. All Landlord may impose, as a condition of its consent to any and all Alterations performed or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only licensed contractors, subcontractors, materials, mechanics and materialmen with commercially reasonable rates selected by or on behalf of Tenant shall be performed: (a) at Tenant’s sole cost and expense, which shall include, without limitation, payment to Landlord of Landlord’s reasonable out-of-pocket costs incurred from a list provided by Landlord with respect to review Tenant’s plans certain trades, and specifications if Landlord has no such list for the Alterations; (b) in a diligent applicable trade, then such licensed contractors, subcontractors, materials, mechanic’s and good and workmanlike manner; (c) in compliance with all Applicable Laws and in substantial conformance with the plans and specifications therefor submitted by Tenant to Landlord (and Main Lease approved by Landlord, to the extent such approval was required); (d) by contractors and subcontractors materialmen selected by Tenant and reasonably approved by Landlord, and the requirement that all Alterations conform in terms of quality and style to the building’s standards established by Landlord. If such Alterations will involve the use of or disturb hazardous materials or substances existing in the Premises, Tenant shall comply with Landlord’s rules and regulations concerning such hazardous materials or substances. Landlord’s approval of the plans, specifications and working drawings for Tenant’s Alterations shalt create no responsibility or liability on the part of Landlord (except that Landlord may reasonably designate the contractors for their completeness, design sufficiency, or compliance with all Laws. Tenant shall construct such Alterations and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Landlord and agree to perform such work at competitive prices repairs in a good and are reasonably available); (e) workmanlike manner, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of San Diego, all in conformance with Landlord’s reasonable, non-discriminatory construction rules and regulations (and the plans and specifications previously approved by Landlord. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the Building or Common Areas, then Landlord shall, at Tenant’s expense, make such changes to the Building or Common Areas. In performing the work of any such Alterations, Tenant shall be made available to Tenant upon request); and (f) have the work performed in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to unreasonably interfere obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord’s normal and customary business operations at reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary usesthe Common Areas. In additionaddition to Tenant’s obligations under Article 9 of this Lease, prior to the commencement upon completion of such any Alterations, Tenant shall provide Landlord with evidence that Tenant or its contractor carries “Builderagrees to, Landlord’s All Risk” insurance in an amount reasonably approved by Landlord (not request, deliver to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterations, and such other insurance as Landlord may reasonably require. Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against the Building or Project as management office a result reproducible copy of the performance “as-built” drawings of the Alterations as well as all permits, approvals and other documents issued by Tenant of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Project, and shall indemnify, defend and hold Landlord harmless from and against all Claims governmental agency in connection with any such liensthe Alterations.

Manner of Construction. All Alterations construction performed on or with respect to the Premises by Tenant or on behalf of Tenant its designee shall be performed: (a) at Tenant’s sole cost and expense, which shall include, without limitation, payment to Landlord of Landlord’s reasonable out-of-pocket costs incurred by Landlord to review Tenant’s plans and specifications for the Alterations; (b) performed in a diligent and good and workmanlike manner; (c) in compliance with all Applicable Laws and in substantial conformance a first-class manner, and in accordance with the plans and specifications therefor submitted by Tenant to Landlord (and Main Lease approved by Landlord, to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord (except that Landlord may reasonably designate the contractors and subcontractors to perform with all B/S Alterations provided such contractors applicable permits, authorizations, laws, ordinances, orders, regulations and subcontractors are unrelated to Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Landlord’s reasonable, non-discriminatory construction rules and regulations (which shall be made available to Tenant upon request); and (f) in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by any other tenant requirements of all governmental authorities having jurisdiction of the Project, and so as not to unreasonably interfere Landlord’s normal and customary business operations at the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary usesPremises. In addition, prior to the commencement of such Alterations, Tenant shall provide Landlord with evidence that Tenant or its contractor carries carry “Builder’s All Risk” insurance in an a reasonable amount reasonably approved to cover any construction performed on or with respect to the Premises by Tenant or its designee. Any Alterations involving adhesives (including, but not limited to, adhesives for carpet, carpet tile, plastic laminate, wall coverings, adhesives for wood, or sealants) shall be those with the lowest possible volatile organic compounds (VOC) content and which meet the requirement of the manufacturer of the products adhered or involved. Tenant shall use adhesives and sealants with no formaldehyde or heavy metals. Adhesives and other materials used for the installation of carpets shall be limited to those having a flash point of 140 degrees F or higher. Newly installed gypsum board material must be Greenguard Gold Certified or have 0 grams per liter of VOCs. Any painted walls shall be painted with low VOC primer. Notwithstanding the foregoing and subject to compliance with all Environmental Law, which now or at any time hereafter may be applicable to the Premises or any part thereof, Tenant shall be permitted to use any adhesive, sealant, gypsum board and paint that has historically been used in the Building. Upon request, Tenant will provide Landlord with material safety data sheets (not to exceed MSDS) or other appropriate documents for the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterationsfollowing products, adhesives, caulking, sealants, insulating materials, fireproofing or fire stopping materials, paints and wall coverings, carpets, floor coverings, ceiling materials, floor and wall patching or leveling materials, lubricants, clear finishes for wood surfaces, janitorial cleaning products, and such other insurance as Landlord may reasonably requirepest control products. All MSDS shall comply with Occupational Safety and Health Administration (OSHA) requirements. Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against will comply with all recommended measures in the Building or Project as a result MSDS for the products used to protect the health and safety of the performance by Tenant of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Project, and shall indemnify, defend and hold Landlord harmless from and against all Claims in connection with any such lienspersonnel.

Manner of Construction. All Landlord may impose, as a condition of its consent to all Alterations performed or repairs of the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors, materials, mechanics and materialmen approved by Landlord; provided, however, Landlord may impose such requirements as Landlord may determine, in its sole and absolute discretion, with respect to any work materially or on behalf adversely affecting the structural components of the Building or Systems and Equipment (including designating specific contractors to perform such work). Tenant shall be performed: (a) at Tenant’s sole cost construct such Alterations and expense, which shall include, without limitation, payment to Landlord of Landlord’s reasonable out-of-pocket costs incurred by Landlord to review Tenant’s plans and specifications for the Alterations; (b) in a diligent and good and workmanlike manner; (c) perform such repairs in compliance with any and all Applicable Laws applicable rules and regulations of any federal, state, county or municipal code or ordinance and pursuant to a valid building permit, issued by the city in substantial conformance with which the plans Building is located, and specifications therefor submitted by Tenant to Landlord (and Main Lease approved by Landlord, to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord (except that Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Landlord’s reasonable, non-discriminatory construction rules and regulations. Landlord’s approval of the plans, specifications and working drawings for Tenant’s Alterations shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all laws, rules and regulations (which of governmental agencies or authorities. All work with respect to any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises shall at all times be made available a complete unit except during the period of work. Tenant shall cause all Alterations to Tenant upon request); and (f) be performed in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not person to unreasonably interfere Landlord’s normal and customary business operations at the Building or Project or the common areas, and as not to obstruct the business of Landlord or other tenants’ tenants of the Project, or occupants’ use or enjoyment of their premises for reasonable and customary usesinterfere with the labor force working at the Project. In addition, prior to the commencement of such If Tenant makes any Alterations, Tenant shall provide Landlord with evidence that Tenant or its contractor carries agrees to carry “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterations, and such other insurance as Landlord may reasonably require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to Article 10 below immediately upon completion thereof. Landlord may, in its discretion, require Tenant shallto obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the lien-free completion of such Alterations (the estimated cost of which exceeds Two Hundred Fifty Thousand Dollars ($250,000.00)) and naming Landlord as a co-obligee. Upon completion of any Alterations, within twenty Tenant shall (20i) days after demandcause a Notice of Completion to be recorded in the office of the Recorder of the county in which the Project is located in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, remove or bond against any liens imposed against (ii) deliver to the management office of the Building or Project as a result reproducible copy of the performance by Tenant “as built” drawings of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or ProjectAlterations, and shall indemnify(iii) deliver to Landlord evidence of payment, defend contractors’ affidavits and hold Landlord harmless from full and against final waivers of all Claims in connection with any such liensliens for labor, services or materials.

Manner of Construction. All Landlord may impose, as a condition of its ---------------------- consent to any and all Alterations performed or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors, subcontractors, materials, mechanics and materialmen selected by Tenant from a list provided and approved by Landlord (provided such list shall include more than one (1) contractor and shall also include Xxxxxxx and/or any other Xxxxxxx entity reasonably approved by Landlord), the requirement that upon Landlord's request, Tenant shall, at Tenant's expense, remove such Alterations upon the expiration or on behalf any early termination of the Lease Term if Landlord gave Tenant written notice that such removal would be required at the time Landlord consented to such Alteration. If such Alterations will involve the use of or disturb Hazardous Materials or substances existing in the Premises, Tenant shall be performed: (a) at Tenant’s sole cost comply with Landlord's rules and expense, which regulations concerning such Hazardous Materials or substances. Tenant shall include, without limitation, payment to Landlord of Landlord’s reasonable out-of-pocket costs incurred by Landlord to review Tenant’s plans construct such Alterations and specifications for the Alterations; (b) perform such repairs in a diligent and good and workmanlike manner; (c) , in compliance with all Applicable Laws and in substantial conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the plans and specifications therefor submitted by Tenant to Landlord (and Main Lease approved by LandlordCity of Los Angeles, to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord (except that Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Landlord’s reasonable, non-discriminatory 's construction rules and regulations (regulations. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the "Base Building," as that term is defined below, then Landlord shall, at Tenant's expense, make such changes to the Base Building. The "Base Building" shall be made available to include the structural portions of the Building, and the public restrooms and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are located. In performing the work of any such Alterations, Tenant upon request); and (f) shall have the work performed in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to unreasonably interfere obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord’s normal and customary business operations at 's reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary usesthe Common Areas. In additionaddition to Tenant's obligations under Article 9 of this Lease, prior to the commencement upon completion --------- of such any Alterations, Tenant shall provide Landlord agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of Los Angeles in accordance with evidence that Tenant Section 3093 of the Civil Code of the State of California or its contractor carries “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterationsany successor statute, and such other insurance as Landlord may reasonably require. Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against shall deliver to the Building or Project as management office a result reproducible copy of the performance "as built" drawings of the Alterations as well as all permits, approvals and other documents issued by Tenant of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Project, and shall indemnify, defend and hold Landlord harmless from and against all Claims governmental agency in connection with any such liensthe Alterations.

Manner of Construction. All Landlord may impose, as a condition of its consent to all Alterations performed by or on behalf repairs of Tenant shall be performed: (a) at Tenant’s sole cost and expensethe Premises, which shall include, without limitation, payment to Landlord of Landlord’s reasonable out-of-pocket costs incurred by Landlord to review Tenant’s plans and specifications for the Alterations; (b) in a diligent and good and workmanlike manner; (c) in compliance with all Applicable Laws and in substantial conformance with the plans and specifications therefor submitted by requirement that Tenant to Landlord (utilize only contractors, mechanics and Main Lease materialmen approved by Landlord, to the extent such approval was required); (d) by contractors not to be unreasonably withheld. Tenant shall construct such Alterations and subcontractors selected by Tenant and reasonably approved by Landlord (except that Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Landlord and agree to perform such work at competitive prices repairs in compliance with any and are reasonably available); (e) in conformance with Landlord’s reasonable, non-discriminatory construction all applicable rules and regulations (of any federal, state, county or municipal code or ordinance and pursuant to a valid building permit, and issued by the city in which the Building is located. Landlord’s approval of the plans, specifications and working drawings for Tenant’s Alterations shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authorities. All work with respect to any Alterations must be made available done in a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises shall at all times be a complete unit except during the period of work. Tenant upon request); and (f) shall cause all Alterations to be performed in such manner so as not to unreasonably obstruct access to the Project business of Landlord or any portion thereof, by any other tenant of interfere with the labor force working at the Project, and so as not to unreasonably interfere Landlord’s normal and customary business operations at the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary uses. In addition, prior to the commencement of such If Tenant makes any Alterations, Tenant shall provide Landlord with evidence that Tenant or its contractor carries agrees to carry “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterations, it being understood and agreed that all of such other insurance Alterations shall be insured by Tenant pursuant to Article 10 below immediately upon completion thereof. Landlord may, in its discretion, require Tenant to obtain payment and performance bonds naming Landlord as a co-obligee and obtain and record a Statutory Xxxx Xxxx pursuant to Massachusetts General Laws, Chapter 254, Section 12 or some alternate form of security satisfactory to Landlord may reasonably requirein an amount sufficient to ensure the lien-free completion of such Alterations and naming Landlord as a co-obligee, for any Alterations costing in excess of $500,000. Upon completion of any Alterations, Tenant shallshall (i) cause, within twenty if applicable, a Notice of Substantial Completion pursuant to Massachusetts General Laws, Chapter 254, Section 2A to be executed by Tenant and its contractor and recorded with the Middlesex South District registry of Deeds and filed with the South Registry District of Middlesex County, (20ii) days after demand, remove or bond against any liens imposed against deliver to the management office of the Building or Project as a result reproducible copy of the performance by Tenant “as built” drawings of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or ProjectAlterations, and (iii) deliver to Landlord evidence of payment, contractors’ affidavits and full and final waivers of all liens for labor, services or materials (except that lien waivers shall indemnify, defend and hold Landlord harmless from and against all Claims not be required for those holding contracts or otherwise performing work in connection with any such lienstherewith valued at less than $35,000 in the aggregate per contractor/vendor).

Manner of Construction. All Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably approved by Landlord, and any removal and/or restoration obligations required to be performed pursuant to the TCCs of Section 8.5 of this Lease. If Landlord shall give its consent, the consent shall be deemed conditioned upon Tenant acquiring a permit (to the extent required) to do the work from appropriate governmental agencies, the furnishing of a copy of such permit to Landlord prior to the commencement of the work, and the compliance by Tenant with all conditions of said permit in a prompt and expeditious manner. If such Alterations will involve the use of or on behalf of disturb hazardous materials or substances existing in the Premises, Tenant shall be performed: (a) at Tenant’s sole cost notify Landlord prior to performing such Alterations and expense, which shall include, without limitation, payment to Landlord of comply with Landlord’s reasonable out-of-pocket costs incurred by Landlord to review Tenant’s plans rules and specifications for the Alterations; (b) regulations concerning such hazardous materials or substances. Tenant shall construct such Alterations and perform such repairs in a diligent and good and workmanlike manner; (c) , in compliance with all Applicable Laws and in substantial conformance with the plans any and specifications therefor submitted by Tenant all applicable federal, state, county, local or municipal laws, ordinances, rules and regulations and pursuant to Landlord a valid building permit (and Main Lease approved by Landlord, to the extent such approval was required); , issued by the city in which the Building is located (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord (except that Landlord may reasonably designate the contractors and subcontractors to perform or other applicable governmental authority), all B/S Alterations provided such contractors and subcontractors are unrelated to Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Landlord’s reasonable, non-discriminatory reasonable construction rules and regulations (which shall be made available to Tenant upon request)regulations; and (f) in such manner so as not to unreasonably obstruct access to the Project or any portion thereofprovided, by any other tenant of the Projecthowever, and so as not to unreasonably interfere Landlord’s normal and customary business operations at the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary uses. In addition, that prior to the commencement of such Alterationscommencing to construct any Alteration, Tenant shall provide meet with Landlord with evidence to discuss Landlord’s design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the “Base Building,” as that Tenant or its contractor carries “Builder’s All Risk” insurance in an amount reasonably approved by term is defined below, then Landlord (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterations, and such other insurance as Landlord may reasonably require. Tenant shall, within twenty (20) days after demandat Tenant’s expense, remove make such changes to the Base Building. Since all or bond against any liens imposed against the Building or Project as a result portion of the performance by Project is or may become in the future certified under the LEED rating system (or other applicable certification standard) (all in Landlord’s sole and absolute discretion), Tenant of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Project, expressly acknowledges and shall indemnify, defend and hold Landlord harmless from and against all Claims in connection with any such liens.agrees that without

Manner of Construction. All Landlord may impose, as a condition of its consent to any and all Alterations performed by or on behalf repairs of the Premises or about the Premises, when required, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that upon Landlord’s request, Tenant shall be performed: (a) shall, at Tenant’s sole cost and expense, which remove such Alterations upon the expiration or any early termination of the Lease Term. Landlord may also, with respect to any work affecting the structural components of the Building or Systems and Equipment, specify contractors to perform such work. Tenant shall includeconstruct such Alterations and perform such repairs in conformance with any and all applicable statutes, ordinances, rules and regulations of any federal, state, county or municipal code or ordinance, including, without limitation, payment Title III of the Americans With Disabilities Act (“ADA”), and pursuant to Landlord a valid building permit, issued by the City of Landlord’s reasonable out-of-pocket costs incurred by Landlord to review Tenant’s plans and specifications for the Alterations; (b) in a diligent and good and workmanlike manner; (c) in compliance with all Applicable Laws and in substantial conformance with the plans and specifications therefor submitted by Tenant to Landlord (and Main Lease approved by Landlord, to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord (except that Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Landlord and agree to perform such work at competitive prices and are reasonably available); (e) Phoenix in conformance with Landlord’s reasonable, non-discriminatory construction rules and regulations (which regulations. All work with respect to any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises shall at all times be made available to a complete unit except during the period of work. In performing the work of any such Alterations, Tenant upon request); and (f) shall have the work performed in such manner so as not to unreasonably obstruct access to the Project Building or any portion thereof, Building Complex or the common areas by any other tenant of the ProjectBuilding Complex, and so as not to unreasonably interfere Landlord’s normal and customary obstruct the business operations at of Landlord or other tenants in the Building Complex, or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary usesinterfere with the labor force working in the Building Complex. In addition, prior to the commencement of such If Tenant makes any Alterations, Tenant shall provide Landlord with evidence that Tenant or its contractor carries Xxxxxx agrees to carry “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterations, and such other insurance as Landlord may reasonably require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to Article 10 of this Lease immediately upon completion thereof. Upon completion of any Alterations, Tenant shallshall (i) cause a timely Notice of Completion to be recorded in the office of the Recorder of Maricopa County in accordance with applicable Arizona law, within twenty (20ii) days after demand, remove or bond against any liens imposed against deliver to the Building or Project as Complex management office a result reproducible copy of the performance by Tenant “as built” drawings of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or ProjectAlterations, and shall indemnify(iii) deliver to Landlord evidence of payment, defend contractors’ affidavits and hold Landlord harmless from full and against final waivers of all Claims in connection with any such liensliens for labor, services or materials.

Manner of Construction. All Landlord may impose, as a condition of its consent to any and all Alterations performed by or on behalf repairs of Tenant the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable; provided, however, such requirement shall at a minimum include, but not be performedlimited to, the following: (ai) the requirement that Tenant utilize for such purposes only contractors reasonably approved by Landlord, (ii) the requirement that upon Landlord’s timely request (as more particularly set forth in Section 8.5, below), Tenant shall, at Tenant’s sole cost and expense, which shall includeremove such Alterations upon the expiration or any early termination of the Lease Term and return the affected portion of the Premises to the “Warm Shell” condition as more particularly identified in Section 2.3 of the Work Letter Agreement attached as Exhibit B to this Lease, without limitation, payment (iii) the requirement that a copy of Tenant’s contract(s) with its contractors be delivered to Landlord prior to the commencement of any such construction (which contracts shall state that all change orders must be approved, in writing, by Landlord prior to implementation); (iv) Landlord’s reasonable out-of-pocket costs incurred by Landlord review and approval of the final budget (contractor’s cost proposal) for such Alterations or repairs; and (v) the requirement that Tenant shall meet with Landlord, prior to review Tenantthe commencement of any construction, to discuss Landlord’s plans design parameters and specifications for the Alterations; (b) code compliance issues. Tenant shall construct such Alterations and perform such repairs in a diligent and good and workmanlike manner; (c) , in compliance with all Applicable Laws and in substantial conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the plans and specifications therefor submitted by Tenant to Landlord (and Main Lease approved by LandlordCity of San Diego, to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord (except that Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Landlord’s reasonable, non-discriminatory construction rules and regulations (regulations. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the “Base Building,” as that term is defined below, then Landlord shall, at Tenant’s expense, make such changes to the Base Building. The “Base Building” shall be made available to consist of the Building Structure. In performing the work of any such Alterations, Tenant upon request); and (f) shall have the work performed in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to unreasonably interfere Landlord’s normal and customary obstruct the business operations at the Building or Project of Landlord or other tenants’ tenants in the Project. Tenant shall use commercially reasonable efforts to use contractors, services, workmen, labor, materials or occupants’ use equipment in a manner that minimizes any material disturbance to labor harmony with the workforce or enjoyment of their premises for reasonable and customary usestrades engaged in performing other work, labor or services in or about the Project. In additionaddition to Tenant’s obligations under Article 9 of this Lease, prior to the commencement upon completion of such any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and Tenant shall provide Landlord with evidence that Tenant or its contractor carries deliver to the Project construction manager a reproducible copy of the “Builder’s All Riskas built” insurance in an amount reasonably approved by Landlord (not to exceed drawings of the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterations, to the extent applicable, as well as all permits, approvals and such other insurance as Landlord may reasonably require. Tenant shall, within twenty (20) days after demand, remove or bond against documents issued by any liens imposed against the Building or Project as a result of the performance by Tenant of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Project, and shall indemnify, defend and hold Landlord harmless from and against all Claims governmental agency in connection with any such liensthe Alterations.

Manner of Construction. All Landlord may impose, as a condition of its consent to any and all Alterations performed by or on behalf repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that upon Landlord’s request, Tenant shall be performed: (a) shall, at Tenant’s sole cost and expense, which shall include, without limitation, payment to Landlord remove such Alterations upon the expiration or any early termination of Landlord’s reasonable out-of-pocket costs incurred by Landlord to review the Lease Term (upon Tenant’s plans request, Landlord shall specify, at the time of its consent, which Alteration, if any, must be removed upon expiration or early termination of the Lease Term), and/or the requirement that Tenant utilize for such purposes only contractors, materials, mechanics and specifications for the Alterations; (b) in a diligent and good and workmanlike manner; (c) in compliance with all Applicable Laws and in substantial conformance with the plans and specifications therefor submitted by Tenant to Landlord (and Main Lease materialmen approved by Landlord, to the extent . Tenant shall construct such approval was required); (d) by contractors Alterations and subcontractors selected by Tenant and reasonably approved by Landlord (except that Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Landlord and agree to perform such work at competitive prices repairs in conformance with any and are reasonably available); (e) all applicable rules and regulations of any federal, state, county or municipal code or ordinance and pursuant to a valid building permit, issued by the City of Irvine in conformance with Landlord’s reasonable, non-discriminatory construction rules and regulations (which regulations. All work with respect to any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises shall at all times be made available to a complete unit except during the period of work. In performing the work of any such Alterations, Tenant upon request); and (f) shall have the work performed in such manner so as not to unreasonably obstruct access to the Project Building or any portion thereof, the common areas by any other tenant of the ProjectBuilding, and so as not to unreasonably interfere Landlord’s normal and customary obstruct the business operations at the Building or Project of Landlord or other tenants’ tenants in the Building, or occupants’ use or enjoyment of their premises for reasonable and customary usesinterfere with the labor force working in the Building. In addition, prior to the commencement of such If Tenant makes any Alterations, Tenant shall provide Landlord with evidence that Tenant or its contractor carries agrees to carry “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterations, and such other insurance as Landlord may reasonably require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to Article 10 of this Lease immediately upon completion thereof. In addition, Landlord may, in its discretion, require Tenant shall, within twenty (20) days after demand, remove to obtain a lien and completion bond or bond against any liens imposed against some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the Building or Project lien-free completion of such Alterations and naming Landlord as a result co-obligee. Upon completion of any Alterations, Tenant shall (i) cause a timely Notice of Completion to be recorded in the office of the performance by Tenant Recorder of Irvine County in accordance with the terms of Section 3093 of the Civil Code of the State of California or any Alterations and/or installation by Tenant successor statute, (ii) deliver to Landlord a reproducible copy of any furniture, fixtures or equipment in or at the Premises, Building or Project“as built” drawings of the Alterations, and shall indemnify(iii) deliver to Landlord evidence of payment, defend contractors’ affidavits and hold Landlord harmless from full and against final waivers of all Claims in connection with any such liensliens for labor, services or materials.

Manner of Construction. All Prior to commencing any structural Alterations performed by or on behalf of Alterations which would materially adversely impact the Base Building Systems, Tenant shall submit to Landlord the full and complete plans and specifications of such Alterations in AutoCAD or PDF formats (the “Alteration Plans”) and no work covered by the Alteration Plans shall be performed: (a) at Tenant’s sole cost commenced until Landlord has given its approval thereof and expenseof the general contractor performing such Alterations, which approvals shall includenot be unreasonably withheld, without limitation, payment to conditioned or delayed. Landlord of Landlord’s shall not charge any plan review fees provided Tenant shall reimburse Landlord for the reasonable out-of-pocket architectural and engineering fees for review of Tenant’s Alteration Plans (which out-of-pocket costs incurred shall not exceed $2,000 with respect to any single instance of Alterations proposed by Tenant). Landlord’s right to review the Alteration Plans shall be for its sole purpose and shall not imply Landlord’s actual review of Tenant’s Alteration Plans or obligate Landlord to review the same, nor shall any review of Tenant’s plans Alteration Plans obligate Landlord to review the same for quality, design, compliance with the Underlying Documents or Applicable Laws or other like matters. Prior to commencing any Alterations, Tenant shall also deliver to Landlord each of the following items (to the extent applicable): all permits, authorizations and specifications approvals required for such Alterations (including any authorizations and approvals required pursuant to the AlterationsUnderlying Documents); (b) and evidence of the insurance required under Section 8.3 below. Tenant shall perform all Alterations at its sole cost and expense, in a diligent and good and workmanlike manner; (c) , using materials of good quality, and, as applicable, in compliance with all Applicable Laws and in substantial conformance with the plans and specifications therefor submitted by Tenant to Landlord (and Main Lease Alteration Plans approved by Landlord, Code and other Restrictions, including the Americans with Disabilities Act of 1990, and any applicable rules and regulations. Tenant shall ensure that no Alterations materially adversely impair any Base Building Systems or Landlord’s ability to perform its obligations under this Lease. In no event shall Tenant or Tenant’s contractor be required to pay a construction deposit of any kind or provide any completion bond, notwithstanding anything to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord (except that Landlord may reasonably designate contrary in this Lease, the contractors and subcontractors exhibits to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Landlord’s reasonablethis Lease, non-discriminatory or any other document, including, without limitation, any tenant manual or any construction rules and regulations (which shall be made available to Tenant upon request); and (f) in such manner so as not to unreasonably obstruct access to the Project or regulations. Promptly after completion of any portion thereof, by any other tenant of the Project, and so as not to unreasonably interfere Landlord’s normal and customary business operations at the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary uses. In addition, prior to the commencement of such Alterations, Tenant shall provide (a) cause a Notice of Completion to be recorded in the office of the recorder of the county in which the Building is located in accordance with Section 8182 of the Civil Code of the State of California or any successor Applicable Law, (b) furnish Landlord with evidence that Tenant or its a general contractor’s affidavit and a full and final lien release from Tenant’s general contractor, and (c) cause Tenant’s architect and contractor carries “Builder’s All Risk” insurance in an amount reasonably approved by Landlord to (not i) update any Alteration Plans as necessary to exceed reflect all changes to the amount Alteration Plans during the course of coverage typically required by landlords of Comparable Buildings) covering the construction of such the Alterations, (ii) certify to their actual knowledge that the “record-set” of as-built drawings is true and such other insurance as Landlord may reasonably require. Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against the Building or Project as a result of the performance by Tenant of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Projectcorrect, and shall indemnify, defend and hold (iii) deliver to Landlord harmless from and against all Claims the as-built drawings in connection with any such liensAutoCAD or PDF formats.

Manner of Construction. All Landlord may impose, as a condition of its consent to any and all Alterations performed or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors, subcontractors, materials, mechanics and materialmen selected by Tenant from a list provided and approved by Landlord, and the requirement that upon Landlord's request, Tenant shall, at Tenant's expense, remove such Alterations upon the expiration or on behalf any early termination of the Lease Term. Tenant shall be performed: (a) at Tenant’s sole cost construct such Alterations and expense, which shall include, without limitation, payment to Landlord of Landlord’s reasonable out-of-pocket costs incurred by Landlord to review Tenant’s plans and specifications for the Alterations; (b) perform such repairs in a diligent and good and workmanlike manner; (c) , in compliance with all Applicable Laws and in substantial conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the plans city in which the Building is located (or other applicable governmental authority), all in conformance with Landlord's construction rules and specifications therefor submitted by regulations; provided, however, that prior to commencing to construct any Alteration, Tenant shall meet with Landlord to Landlord discuss Landlord's design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the "Base Building," as that term is defined below, then (and Main Lease i) such Base Building changes shall be subject to Landlord's prior approval in its sole discretion, (ii) if such changes are approved by Landlord, Landlord shall, at Tenant's expense, make such changes to the extent Base Building, and (iii) if such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably Base Building changes are not approved by Landlord (except that Landlord may reasonably designate Landlord, then Tenant shall not have the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Landlord and agree right to perform such Alterations. The "Base Building" shall include the structural portions of the Building, and the public restrooms, elevators, exit stairwells and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are located. In performing the work at competitive prices and are reasonably available); (e) in conformance with Landlord’s reasonableof any such Alterations, non-discriminatory construction rules and regulations (which Tenant shall be made available to Tenant upon request); and (f) have the work performed in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to unreasonably interfere obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord’s normal and customary business operations at 's reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary usesthe Common Areas. In additionaddition to Tenant's obligations under Article 9 of this Lease, prior to the commencement upon completion of such any Alterations, Tenant shall provide Landlord agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County in which the Building is located in accordance with evidence that Tenant Section 8182 of the Civil Code of the State of California or its contractor carries “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterationsany successor statute, and such other insurance as Landlord may reasonably require. Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against shall deliver to the Building or Project as construction manager a result reproducible copy of the performance "as built" drawings of the Alterations as well as all permits, approvals and other documents issued by Tenant of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Project, and shall indemnify, defend and hold Landlord harmless from and against all Claims governmental agency in connection with any such liensthe Alterations.

Manner of Construction. All Alterations performed by or on behalf of Tenant shall be performed: (a) at Tenant’s sole cost and expense, which shall include, without limitation, payment to Landlord (to the extent required to be paid by Landlord to Master Landlord under Section 8.2 of the Master Lease) of Master Landlord’s reasonable out-of-pocket costs incurred by Master Landlord to review Tenant’s plans and specifications for the Alterations; (b) in a diligent and good and workmanlike manner; (c) in compliance with all Applicable Laws and in substantial conformance with the plans and specifications therefor submitted by Tenant to Landlord and Master Landlord (and Main Lease approved by Landlord and Master Landlord, to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord and Master Landlord (and Landlord shall cause Master Landlord to not unreasonably withhold consent) (except that pursuant to the Master Lease, Master Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Master Meet Me Room Sublease Landlord or Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Master Landlord’s reasonable, non-discriminatory construction rules and regulations (which Landlord shall be made make available or cause Master Landlord to make available to Tenant upon request); and (f) in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to unreasonably interfere with Master Landlord’s normal and customary business operations at the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary uses. In addition, prior to the commencement of such Alterations, Tenant shall provide Landlord and Master Landlord with evidence that Tenant or its contractor carries “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (provided Landlord shall not withhold approval unless Master Landlord reasonably withholds approval to the extent allowed under the Master Lease) (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterations, and such other insurance as Master Landlord under the Master Lease may reasonably require. Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against the Building or Project as a result of the performance by Tenant of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Project, and shall indemnify, defend and hold Landlord and Master Landlord harmless from and against all Claims in connection with any such liens.

Manner of Construction. All Landlord may impose, as a condition of its consent to all Alterations performed or repairs of the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors, materials, mechanics and materialmen approved by Landlord; provided, however, Landlord may impose such requirements as Landlord may determine, in its sole and absolute discretion, with respect to any work materially and adversely affecting the structural components of the Building or on behalf of Systems and Equipment (including designating specific contractors to perform such work). Tenant shall be performed: (a) at Tenant’s sole cost construct such Alterations and expense, which shall include, without limitation, payment to Landlord of Landlord’s reasonable out-of-pocket costs incurred by Landlord to review Tenant’s plans and specifications for the Alterations; (b) in a diligent and good and workmanlike manner; (c) perform such repairs in compliance with any and all Applicable Laws applicable rules and regulations of any federal, state, county or municipal code or ordinance and pursuant to a valid building permit, issued by the city in substantial conformance with which the plans Building is located, and specifications therefor submitted by Tenant to Landlord (and Main Lease approved by Landlord, to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord (except that Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Landlord’s reasonable, non-discriminatory construction rules and regulations. Xxxxxxxx’s approval of the plans, specifications and working drawings for Tenant’s Alterations shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all laws, rules and regulations (which of governmental agencies or authorities. All work with respect to any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises shall at all times be made available a complete unit except during the period of work. Tenant shall cause all Alterations to Tenant upon request); and (f) be performed in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not person to unreasonably interfere Landlord’s normal and customary business operations at the Building or Project or the common areas, and as not to obstruct the business of Landlord or other tenants’ tenants of the Project, or occupants’ use or enjoyment of their premises for reasonable and customary usesinterfere with the labor force working at the Project. In addition, prior to the commencement of such If Tenant makes any Alterations, Tenant shall provide Landlord with evidence that Tenant or its contractor carries Xxxxxx agrees to carry “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterations, and such other insurance as Landlord may reasonably require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to Article 10 below immediately upon completion thereof. Landlord may, in its discretion, require Tenant shallto obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the lien-free completion of such Alterations (the estimated cost of which exceeds Two Hundred Fifty Thousand Dollars ($250,000)) and naming Landlord as a co-obligee. Upon completion of any Alterations, within twenty Tenant shall (20i) days after demandcause a Notice of Completion to be recorded in the office of the Recorder of the county in which the Project is located in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, remove or bond against any liens imposed against (ii) deliver to the management office of the Building or Project as a result reproducible copy of the performance by Tenant “as built” drawings of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or ProjectAlterations, and shall indemnify(iii) deliver to Landlord evidence of payment, defend contractors’ affidavits and hold Landlord harmless from full and against final waivers of all Claims in connection with any such liensliens for labor, services or materials.

Manner of Construction. All Landlord may impose, as a condition of its consent to any and all Alterations performed or repairs of the Premises or about the Premises for which consent is required, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors, subcontractors, materials, mechanics and materialmen reasonably approved by or on behalf Landlord, the requirement that upon Landlord’s request, subject to the terms of Section 8.5, below, Tenant shall be performed: (a) shall, at Tenant’s sole cost and expense, which remove such Alterations upon the expiration or any early termination of the Lease Term. Tenant shall include, without limitation, payment to Landlord of Landlord’s reasonable out-of-pocket costs incurred by Landlord to review Tenant’s plans construct such Alterations and specifications for the Alterations; (b) perform such repairs in a diligent and good and workmanlike manner; (c) , in compliance with all Applicable Laws and in substantial conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the plans and specifications therefor submitted by Tenant to Landlord (and Main Lease approved by LandlordCity of San Francisco, to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord (except that Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Landlord’s reasonable, non-discriminatory construction rules and regulations (regulations; provided, however, that prior to commencing to construct any Alteration, Tenant shall meet with Landlord to discuss Landlord’s design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the “Base Building,” as that term is defined below, then Landlord shall, at Tenant’s expense, make such changes to the Base Building. The “Base Building” shall be made available to include the structural portions of the Building, and the public restrooms, elevators, exit stairwells and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are located. In performing the work of any such Alterations, Tenant upon request); and (f) shall have the work performed in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to unreasonably interfere obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord’s normal and customary business operations at reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary usesthe Common Areas. In additionaddition to Tenant’s obligations under Article 9 of this Lease, prior to the commencement upon completion of such any Alterations, Tenant shall provide Landlord agrees to cause a Notice 000 XXX XXXXXXXXXX XXXXXX of Completion to be recorded in the office of the Recorder of the County of San Francisco in accordance with evidence that Tenant Section 3093 of the Civil Code of the State of California or its contractor carries “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterationsany successor statute, and such other insurance as Landlord may reasonably require. Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against shall deliver to the Building or Project as construction manager a result reproducible copy of the performance “as built” drawings of the Alterations as well as all permits, approvals and other documents issued by Tenant of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Project, and shall indemnify, defend and hold Landlord harmless from and against all Claims governmental agency in connection with any such liensthe Alterations.

Manner of Construction. All Landlord may impose, as a condition of its consent to any and all Alterations performed or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors, subcontractors, materials, mechanics and materialmen selected by Tenant from a list provided and approved by Landlord, the requirement that upon Landlord's request, Tenant shall, at Tenant's expense, remove such Alterations upon the expiration or on behalf any early termination of the Lease Term. Tenant shall be performed: (a) at Tenant’s sole cost construct such Alterations and expense, which shall include, without limitation, payment to Landlord of Landlord’s reasonable out-of-pocket costs incurred by Landlord to review Tenant’s plans and specifications for the Alterations; (b) perform such repairs in a diligent and good and workmanlike manner; (c) , in compliance with all Applicable Laws and in substantial conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the plans and specifications therefor submitted by Tenant to Landlord city in which the Building is located (and Main Lease approved by Landlordor other applicable governmental authority), to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord (except that Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Landlord’s reasonable, non-discriminatory 's construction rules and regulations (regulations; provided, however, that prior to commencing to construct any Alteration, Tenant shall meet with Landlord to discuss Landlord's design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the "Base Building," as that term is defined below, then Landlord shall, at Tenant's expense, make such changes to the Base Building. The "Base Building" shall be made available to include the structural portions of the Building, and the public restrooms, elevators, exit stairwells and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are located. In performing the work of any such Alterations, Tenant upon request); and (f) shall have the work performed in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to unreasonably interfere obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord’s normal and customary business operations at 's reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary usesthe Common Areas. In additionaddition to Tenant's obligations under Article 9 of this Lease, prior to the commencement upon completion of such any Alterations, Tenant shall provide Landlord agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of Alameda in accordance with evidence that Tenant Section 8182 of the Civil Code of the State of California or its contractor carries “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterationsany successor statute, and such other insurance as Landlord may reasonably require. Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against shall deliver to the Building or Project as construction manager a result reproducible copy of the performance "as built" drawings of the Alterations as well as all permits, approvals and other documents issued by Tenant of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Project, and shall indemnify, defend and hold Landlord harmless from and against all Claims governmental agency in connection with any such liensthe Alterations.

Manner of Construction. All Landlord may impose, as a condition of its consent to any and all Alterations performed or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors, subcontractors, materials, mechanics and materialmen selected by Tenant and approved by Landlord (in Landlord’s reasonable discretion), the requirement that upon Landlord’s request, Tenant shall, at Tenant’s expense, remove such Alterations upon the expiration or on behalf any early termination of the Lease Term; provided, however, that if Tenant’s request for approval of any Alteration requests a determination by Landlord as to whether or not Tenant shall be performed: required to remove the subject Alteration upon the expiration or earlier termination of this Lease in accordance with the terms hereof, then Landlord shall include in its consent (aif granted) at Tenant’s sole cost notice as to whether the subject Alteration shall be required to be removed prior to the expiration or earlier termination of this Lease, and expense, which corresponding repairs made. Tenant shall include, without limitation, payment to Landlord of Landlord’s reasonable out-of-pocket costs incurred by Landlord to review Tenant’s plans construct such Alterations and specifications for the Alterations; (b) perform such repairs in a diligent and good and workmanlike manner; (c) , in compliance with all Applicable Laws and in substantial conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the plans and specifications therefor submitted by Tenant to Landlord city in which the Building is located (and Main Lease approved by Landlordor other applicable governmental authority), to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord (except that Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Landlord’s reasonable, non-discriminatory construction rules and regulations (regulations; provided, however, that prior to commencing to construct any Alteration, Tenant shall meet with Landlord to discuss Landlord’s design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the “Base Building,” as that term is defined below, then Landlord shall, at Tenant’s expense, make such changes to the Base Building. The “Base Building” shall be made available to include the structural portions of the Building, and the public restrooms, elevators, exit stairwells and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are located. In performing the work of any such Alterations, Tenant upon request); and (f) shall have the work performed in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to unreasonably interfere obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord’s normal and customary business operations at reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary usesthe Common Areas. In addition, prior addition to the commencement Tenant’s obligations under Article 9 of such Alterationsthis Lease, Tenant shall provide Landlord with evidence that Tenant or its contractor carries “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (not deliver to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the Project construction of such Alterations, and such other insurance as Landlord may reasonably require. Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against the Building or Project as manager a result reproducible copy of the performance “as built” drawings of the Alterations as well as all permits, approvals and other documents issued by Tenant of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Project, and shall indemnify, defend and hold Landlord harmless from and against all Claims governmental agency in connection with any such liensthe Alterations.

Manner of Construction. All Landlord may impose, as a condition of its consent to any and all Alterations performed or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably approved by or on behalf of Landlord, and the requirement that upon Landlord’s timely request (as more particularly set forth in Section 8.5, below), Tenant shall be performed: (a) shall, at Tenant’s sole cost and expense, which remove such Alterations upon the expiration or any early termination of the Lease Term in accordance with the terms of Section 8.5, below. If Landlord shall includegive its consent, without limitationthe consent shall be deemed conditioned upon Tenant acquiring a permit to do the work from appropriate governmental agencies, payment the furnishing of a copy of such permit to Landlord prior to the commencement of the work, and the compliance by Tenant with all conditions of said permit in a prompt and expeditious manner. If such Alterations will involve the use of or disturb hazardous materials or substances existing in the Premises, Tenant shall comply with Landlord’s reasonable out-of-pocket costs incurred by Landlord to review Tenant’s plans rules and specifications for the Alterations; (b) regulations concerning such hazardous materials or substances. Tenant shall construct such Alterations and perform such repairs in a diligent and good and workmanlike manner; (c) , in compliance with all Applicable Laws and in substantial conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the plans and specifications therefor submitted by Tenant to Landlord (and Main Lease approved by LandlordCity of San Francisco, to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord (except that Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Landlord’s reasonable, non-discriminatory construction rules and regulations (which shall be made available to Tenant upon request)regulations; and (f) in such manner so as not to unreasonably obstruct access to the Project or any portion thereofprovided, by any other tenant of the Projecthowever, and so as not to unreasonably interfere Landlord’s normal and customary business operations at the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary uses. In addition, that prior to the commencement of such Alterationscommencing to construct any Alteration, Tenant shall provide meet with Landlord with evidence that to discuss Landlord’s design parameters and code compliance issues. In the event Tenant or its contractor carries “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterations, and such other insurance as Landlord may reasonably require. Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against the Building or Project as a result of the performance by Tenant of performs any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Project, and shall indemnify, defend and hold Landlord harmless from and against all Claims in connection with any such liens.Premises which require or

Manner of Construction. All Alterations performed Tenant shall utilize only competent contractors, subcontractors, materials, mechanics and materialmen reasonably approved by Landlord for the construction of any Alterations, which approval shall not be unreasonably withheld, conditioned or on behalf of delayed; provided, however, that Tenant shall be performed: entitled to use its employees to make Alterations which do not affect the mechanical or structural portions of the Premises or the Building Structure so long as Tenant complies with all other provisions of this ARTICLE 8. Upon Landlord's request (a) unless Landlord waived, at the time of Landlord's approval of any Alterations pursuant to the provisions of SECTION 8.5, below, its right to make such request), Tenant shall, at Tenant’s sole cost and 's expense, which remove such Alterations upon the expiration or any early termination of the Lease Term. If such Alterations will involve the use of or disturb Hazardous Materials or substances existing in the Premises, Tenant shall includecomply with Landlord's rules and regulations concerning, without limitationand all Applicable Laws pertaining to, payment Hazardous Materials or substances with respect to Landlord of Landlord’s reasonable out-of-pocket costs incurred by Landlord to review Tenant’s plans such Alterations. Tenant shall construct such Alterations and specifications for the Alterations; (b) perform such repairs in a diligent and good and workmanlike manner; (c) , in compliance with all Applicable Laws and in substantial conformance with any and all applicable federal, commonwealth, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the plans City of Marlborough, and specifications therefor submitted by Tenant to Landlord (and Main Lease approved by Landlord, to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord (except that Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Landlord’s reasonable, non-discriminatory 's construction rules and regulations (which shall be made available regulations, if any, provided to Tenant upon request); in writing prior to construction of such Alterations. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the "Base Building," as that term is defined below, then Landlord shall, at Tenant's expense, make such changes to the Base Building. The "BASE BUILDING" shall include the Building Structure, and (f) the public restrooms and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are located. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to unreasonably interfere obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and promptly after notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord’s normal and customary business operations at 's reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary usesthe Common Areas. In additionaddition to Tenant's obligations under ARTICLE 9 of this Lease, prior to the commencement of such Alterations, Tenant shall provide Landlord with evidence that Tenant or its contractor carries “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterations, and such other insurance as Landlord may reasonably require. Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against the Building or Project as a result of the performance by Tenant upon completion of any Alterations and/or installation which affect the Building Systems and Building Structures, Tenant agrees to cause such notices as may be necessary to evidence completion of any work undertaken by Tenant to be recorded in the office of the Recorder of the County of Middlesex in accordance with the laws of the Commonwealth of Massachusetts or any furniture, fixtures or equipment in or at the Premises, Building or Projectsuccessor statute, and Tenant shall indemnifydeliver to the Project management office a reproducible copy of the "as built" drawings of the Alterations as well as all permits, defend approvals and hold Landlord harmless from and against all Claims other documents issued by any governmental agency in connection with any such liensthe Alterations.

Manner of Construction. All Alterations performed Tenant shall utilize only competent contractors, subcontractors, materials, mechanics and materialmen reasonably approved by Landlord for the construction of any Alterations, which approval shall not be unreasonably withheld, conditioned or on behalf of delayed; provided, however, that Tenant shall be performed: entitled to use its employees to make Alterations which do not affect the mechanical or structural portions of the Premises or the Building Structure so long as Tenant complies with all other provisions of this ARTICLE 8. Upon Landlord’s request (a) unless Landlord waived, at the time of Landlord’s approval of any Alterations pursuant to the provisions of SECTION 8.5, below, its right to make such request), Tenant shall, at Tenant’s sole cost and expense, which remove such Alterations upon the expiration or any early termination of the Lease Term. If such Alterations will involve the use of or disturb Hazardous Materials or substances existing in the Premises, Tenant shall include, without limitation, payment to Landlord of comply with Landlord’s reasonable out-of-pocket costs incurred by Landlord rules and regulations concerning, and all Applicable Laws pertaining to, Hazardous Materials or substances with respect to review Tenant’s plans such Alterations. Tenant shall construct such Alterations and specifications for the Alterations; (b) perform such repairs in a diligent and good and workmanlike manner; (c) , in compliance with all Applicable Laws and in substantial conformance with any and all applicable federal, commonwealth, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the plans City of Marlborough, and specifications therefor submitted by Tenant to Landlord (and Main Lease approved by Landlord, to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord (except that Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Landlord’s reasonable, non-discriminatory construction rules and regulations (which shall be made available regulations, if any, provided to Tenant upon request); in writing prior to construction of such Alterations. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the “Base Building,” as that term is defined below, then Landlord shall, at Tenant’s expense, make such changes to the Base Building. The “BASE BUILDING” shall include the Building Structure, and (f) the public restrooms and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are located. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to unreasonably interfere obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and promptly after notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord’s normal and customary business operations at reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary usesthe Common Areas. In additionaddition to Tenant’s obligations under ARTICLE 9 of this Lease, prior to the commencement of such Alterations, Tenant shall provide Landlord with evidence that Tenant or its contractor carries “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterations, and such other insurance as Landlord may reasonably require. Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against the Building or Project as a result of the performance by Tenant upon completion of any Alterations and/or installation which affect the Building Systems and Building Structures, Tenant agrees to cause such notices as may be necessary to evidence completion of any work undertaken by Tenant to be recorded in the office of the Recorder of the County of Middlesex in accordance with the laws of the Commonwealth of Massachusetts or any furniture, fixtures or equipment in or at the Premises, Building or Projectsuccessor statute, and Tenant shall indemnifydeliver to the Project management office a reproducible copy of the “as built” drawings of the Alterations as well as all permits, defend approvals and hold Landlord harmless from and against all Claims other documents issued by any governmental agency in connection with any such liensthe Alterations.

Manner of Construction. All Landlord may impose, as a condition of its consent to all Alterations performed by or on behalf repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant shall be performed: (a) at Tenant’s sole cost utilize for such purposes only contractors, materials, mechanics and expense, which shall include, without limitation, payment to Landlord of Landlord’s reasonable out-of-pocket costs incurred by Landlord to review Tenant’s plans and specifications for the Alterations; (b) in a diligent and good and workmanlike manner; (c) in compliance with all Applicable Laws and in substantial conformance with the plans and specifications therefor submitted by Tenant to Landlord (and Main Lease materialmen approved by Landlord; provided, to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord (except that however, Landlord may reasonably designate impose such requirements as Landlord may determine, in its sole and absolute discretion, with respect to any work affecting the structural components of the Building or Systems and Equipment (including designating specific contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Landlord and agree to perform such work at competitive prices work). Tenant shall construct such Alterations and are reasonably available); (e) perform such repairs in conformance with any and all applicable rules and regulations of any federal, state, county or municipal code or ordinance and pursuant to a valid building permit, issued by the city in which the Real Property is located, and in conformance with Landlord’s reasonable, non-discriminatory construction rules and regulations. Landlord’s approval of the plans, specifications and working drawings for Tenant’s Alterations shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all laws, rules and regulations (which of governmental agencies or authorities. All work with respect to any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises shall at all times be made available to a complete unit except during the period of work. In performing the work of any such Alterations, Tenant upon request); and (f) shall have the work performed in such manner so as not to unreasonably obstruct access to the Project Building or any portion thereof, by Real Property or the common areas for any other tenant of the ProjectReal Property, and so as not to unreasonably obstruct the business of Landlord or other tenants of the Real Property, or interfere Landlord’s normal and customary business operations with the labor force working at the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary usesReal Property. In addition, prior to the commencement of such If Tenant makes any Alterations, Tenant shall provide Landlord with evidence that Tenant or its contractor carries agrees to carry “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterations, and such other insurance as Landlord may reasonably require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to Article 10 of this Lease immediately upon completion thereof. In addition, Landlord may, in its discretion, require Tenant shall, within twenty (20) days after demand, remove to obtain a lien and completion bond or bond against any liens imposed against some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the Building or Project lien-free completion of such Alterations and naming Landlord as a result co-obligee. Upon completion of any Alterations, Tenant shall (i) cause a Notice of Completion to be recorded in the office of the performance by Tenant Recorder of the county in which the Real Property is located in accordance with Section 3093 of the Civil Code of the State of California or any Alterations and/or installation by Tenant successor statute, (ii) deliver to the management office of any furniture, fixtures or equipment in or at the Premises, Building or ProjectReal Property a reproducible copy of the “as built” drawings of the Alterations, and shall indemnify(iii) deliver to Landlord evidence of payment, defend contractors’ affidavits and hold Landlord harmless from full and against final waivers of all Claims in connection with any such liensliens for labor, services or materials.

Manner of Construction. All Landlord may impose, as a condition of its consent to any and all Alterations performed or repairs of the Premises or about the Premises, such requirements as Landlord in its sole discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors, subcontractors, materials, mechanics and materialmen selected by or on behalf Tenant from a list provided and approved by Landlord, the requirement that upon Landlord’s request given at the time of Landlord’s approval of the Alteration, Tenant shall be performed: (a) shall, at Tenant’s sole cost and expense, which remove such Alterations upon the expiration or any early termination of the Lease Term, and the requirement that all Alterations conform in terms of quality and style to the building’s standards established by Landlord. If such Alterations will involve the use of or disturb hazardous materials or substances existing in the Premises, Tenant shall include, without limitation, payment to Landlord of comply with Landlord’s reasonable out-of-pocket costs incurred by Landlord to review rules and regulations concerning such hazardous materials or substances. Landlord’s approval of the plans, specifications and working drawings for Tenant’s plans Alterations shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all Laws. Tenant shall construct such Alterations and specifications for the Alterations; (b) perform such repairs in a diligent and good and workmanlike manner; (c) , in compliance conformance with any and all Applicable applicable Laws and in substantial conformance with the plans and specifications therefor submitted pursuant to a valid building permit, issued by Tenant to Landlord (and Main Lease approved by LandlordSalt Lake City, to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord (except that Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Landlord’s reasonable, non-discriminatory construction rules and regulations and the plans and specifications previously approved by Landlord. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the “Base Building,” as that term is defined below, then Landlord (which or Landlord’s property manager) shall, at Tenant’s expense, make such changes to the Base Building. The “Base Building” shall be made available to Tenant upon request); mean the (i) Building’s roof and roof membrane, elevator shafts, footings, foundations, structural portions of load-bearing walls, structural floors and subfloors, structural columns and beams, and curtain walls, and (fii) Building’s core HVAC, life-safety, plumbing, electrical, mechanical and elevator systems. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to unreasonably interfere obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord’s normal reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Project and customary business operations at in that respect, Landlord shall have the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary uses. In additionright, prior to the commencement of such Alterations, Tenant shall provide Landlord in connection with evidence that Tenant or its contractor carries “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterations, and such other insurance as Landlord may reasonably require. Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against the Building or Project as a result of the performance by Tenant of any Alterations and/or installation any tenant improvements constructed in the Premises pursuant to the terms of the Tenant Work Letter, to require that all subcontractors, laborers, materialmen, and suppliers retained directly by Tenant and/or Landlord (unless Landlord elects otherwise) be union labor in compliance with the then existing master labor agreements. In addition to Tenant’s obligations under Article 9 of this Lease, upon completion of any furnitureAlterations, fixtures or equipment in or at Tenant agrees to deliver to the PremisesProject management office a reproducible copy of the “as built” drawings of the Alterations as well as all permits, Building or Project, approvals and shall indemnify, defend and hold Landlord harmless from and against all Claims other documents issued by any governmental agency in connection with any such liensthe Alterations.

Manner of Construction. All Landlord may impose, as a condition of its consent to any and all Alterations performed or repairs of the Premises or about the Premises, such commercially reasonable requirements as Landlord may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors, subcontractors, materials, mechanics and materialmen selected by or on behalf of Tenant shall be performed: (a) from a list provided and approved by Landlord, the requirement that upon Landlord’s request, Tenant shall, at Tenant’s sole cost and expense, which remove such Alterations upon the expiration or any early termination of the Lease Term, and the requirement that all Alterations conform in terms of quality and style to the Building’s standards established by Landlord. If such Alterations will involve the use of or disturb hazardous materials or substances existing in the Premises, Tenant shall include, without limitation, payment to Landlord of comply with Landlord’s reasonable out-of-pocket costs incurred by Landlord to review rules and regulations concerning such hazardous materials or substances. Landlord’s approval of the plans, specifications and working drawings for Tenant’s plans Alterations shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all Laws. Tenant shall construct such Alterations and specifications for the Alterations; (b) perform such repairs in a diligent and good and workmanlike manner; (c) , in compliance with all Applicable Laws and in substantial conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the plans and specifications therefor submitted by Tenant to Landlord (and Main Lease approved by LandlordCity of San Diego, to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord (except that Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Landlord’s reasonable, non-discriminatory construction rules and regulations and the plans and specifications previously approved by Landlord. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the “Base, Shell and Core,” as that term is defined in Exhibit B, then Landlord (which or Landlord’s property manager) shall, at Tenant’s expense, make such changes to the Base, Shell and Core. In performing the work of any such Alterations, Tenant shall be made available to Tenant upon request); and (f) have the work performed in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to unreasonably interfere obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord’s normal and customary business operations at reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary usesthe Common Areas. In additionaddition to Tenant’s obligations under Article 9 of this Lease, prior to the commencement upon completion of such any Alterations, Tenant shall provide agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego in accordance with Section 8182 of the California Civil Code or any successor statute and furnish a copy thereof to Landlord with evidence that Tenant or its contractor carries “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterationsupon recordation, and such other insurance as timely give all notices required pursuant to Section 8190 of the California Civil Code or any successor statute (failing which, Landlord may reasonably require. itself execute and file such Notice of Completion and give such notices on behalf of Tenant shallas Tenant’s agent for such purpose), within twenty (20) days after demandand Tenant shall deliver to the Project management office, remove or bond against any liens imposed against if applicable to the Building or Project particular Alteration, the “as a result built” drawings of the performance Alterations (in CAD and pdf formats) as well as all permits, approvals and other documents issued by Tenant of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Project, and shall indemnify, defend and hold Landlord harmless from and against all Claims governmental agency in connection with any such liensthe Alterations.

Manner of Construction. All Landlord may impose, as a condition of its consent to any and all Alterations performed of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors and subcontractors, reasonably approved by or on behalf of Landlord and the requirement that upon Landlord’s request, Tenant shall be performed: (a) shall, at Tenant’s sole cost and expense, which remove such Alterations upon the expiration or any early termination of the Lease Term. If Landlord shall includegive its consent, without limitationthe consent shall be deemed conditioned upon (i) Tenant acquiring in advance all licenses and/or permits required to do the work from appropriate governmental agencies (including, payment if applicable, the City of Santa Xxxxxx), (ii) Tenant furnishing of a copy of such licenses and/or permits (as applicable)to Landlord prior to Landlord the commencement of the work, and (iii) the compliance by Tenant with all conditions of said licenses and/or permits in a prompt and expeditious manner. If such Alterations will involve the use of or disturb hazardous substances existing in the Premises, Tenant shall comply with Landlord’s reasonable out-of-pocket costs incurred by Landlord to review Tenant’s plans rules and specifications for the Alterations; (b) regulations concerning such hazardous substances. Tenant shall construct such Alterations and perform such repairs in a diligent and good and workmanlike manner; (c) , in compliance with all Applicable Laws and in substantial conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit (if applicable), issued by the plans and specifications therefor submitted by Tenant to Landlord (and Main Lease approved by LandlordCity of Santa Xxxxxx, to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord (except that Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Landlord’s reasonable, non-discriminatory construction rules and regulations regulations. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the “Base Building,” as that term is defined below, then Landlord shall, at Tenant’s expense, make such changes to the Base Building. The “Base Building” shall include the structural portions of the Building, and the public restrooms (if any) and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are located. In performing the work of any such Alterations, Tenant shall be made available to Tenant upon request); and (f) have the work performed in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to unreasonably interfere obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord’s normal and customary business operations at reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary usesthe Common Areas. In additionaddition to Tenant’s obligations under Article 9 of this Lease, prior if the total cost of the Alteration exceeds $20,000, in the aggregate, then upon completion thereof, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of Los Angeles in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and as a condition precedent to the commencement enforceability and validity of such AlterationsLandlord’s consent, Tenant shall provide Landlord with evidence that Tenant or its contractor carries “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (not deliver to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering management office for the construction of such Alterations, and such other insurance as Landlord may reasonably require. Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against the Building or Project as a result reproducible copy of the performance “as built” drawings of the Alterations (for which drawings were prepared) as well as all permits, approvals and other documents issued by Tenant of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Project, and shall indemnify, defend and hold Landlord harmless from and against all Claims governmental agency in connection with any such liensthe Alterations.

Manner of Construction. All Landlord may impose, as a condition of its consent to all Alterations performed or repairs of the Premises or about the Premises, such requirements as Landlord in its sole discretion may deem desirable, including, but not limited to, the requirement that upon Landlord's request, Tenant shall, at Tenant's expense, remove such Alterations upon the expiration or any early termination of the Lease Term, and/or the requirement that Tenant utilize for such purposes only contractors, materials, mechanics and materialmen selected by or on behalf of Landlord. Tenant shall be performed: (a) at Tenant’s sole cost construct such Alterations and expense, which shall include, without limitation, payment to Landlord of Landlord’s reasonable out-of-pocket costs incurred by Landlord to review Tenant’s plans and specifications for the Alterations; (b) perform such repairs in a diligent and good and workmanlike manner; (c) in compliance with all Applicable Laws and in substantial conformance with any and all applicable rules and regulations of any federal, state, county or municipal code or ordinance and pursuant to a valid building permit, issued by the plans and specifications therefor submitted by Tenant to Landlord (and Main Lease approved by LandlordCity of Los Angeles, to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord (except that Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Landlord’s reasonable, non-discriminatory 's construction rules and regulations (which regulations. All work with respect to any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises shall at all times be made available to a complete unit except during the period of work. In performing the work of any such Alterations, Tenant upon request); and (f) shall have the work performed in such manner so as not to unreasonably obstruct access to the Project Building or any portion thereof, by the common areas for any other tenant of the ProjectBuilding, and so as not to unreasonably interfere Landlord’s normal and customary obstruct the business operations at the Building or Project of Landlord or other tenants’ tenants in the Building, or occupants’ use or enjoyment interfere with the labor force working in the Building. Upon completion of their premises for reasonable and customary uses. In addition, prior to the commencement of such any Alterations, Tenant shall provide Landlord agrees to cause a timely Notice of Completion to be recorded in the office of the Recorder of the County of Los Angeles in accordance with evidence that Tenant the terms of Section 3093 of the Civil Code of the State of California or its contractor carries “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterationsany successor statute, and such other insurance as Landlord may reasonably require. Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against shall deliver to the Building or Project as management office a result reproducible copy of the performance by Tenant "as built" drawings of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Project, and shall indemnify, defend and hold Landlord harmless from and against all Claims in connection with any such liensAlterations.

Manner of Construction. All Landlord may impose, as a condition of its consent to any and all Alterations performed or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors, subcontractors, materials, mechanics and materialmen selected by Tenant from a list provided and approved by Landlord, the requirement that upon Landlord's request, Tenant shall, at Tenant's expense, remove such Alterations upon the expiration or on behalf any early termination of the Lease Term. Tenant shall be performed: (a) at Tenant’s sole cost construct such Alterations and expense, which shall include, without limitation, payment to Landlord of Landlord’s reasonable out-of-pocket costs incurred by Landlord to review Tenant’s plans and specifications for the Alterations; (b) perform such repairs in a diligent and good and workmanlike manner; (c) , in compliance conformance with any and all Applicable Laws and in substantial conformance with pursuant to a valid building permit, issued by the plans and specifications therefor submitted by Tenant to Landlord (and Main Lease approved by LandlordCity of San Xxxx, to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord (except that Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Landlord’s reasonable, non-discriminatory 's construction rules and regulations (regulations; provided, however, that prior to commencing to construct any Alteration, Tenant shall meet with Landlord to discuss Landlord's design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the "Base Building," as that term is defined below, then Landlord shall, at Tenant's expense, make such changes to the Base Building. The "Base Building" shall be made available to mean the Building Structure and the Building Systems. In performing the work of any such Alterations, Tenant upon request); and (f) shall have the work performed in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to unreasonably interfere obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord’s normal and customary business operations at 's reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary usesthe Common Areas. In additionaddition to Tenant's obligations under Article 9 of this Lease, prior to the commencement upon completion of such any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of Santa Xxxxx in accordance with Section 8182 of the Civil Code of the State of California or any successor statute, and Tenant shall provide Landlord with evidence that Tenant or its contractor carries “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (not deliver to exceed the amount Project construction manager a reproducible copy of coverage typically required by landlords the "as built" drawings of Comparable Buildings) covering the construction of such Alterations, as well as an electronic CAD file, as well as all permits, approvals and such other insurance as Landlord may reasonably require. Tenant shall, within twenty (20) days after demand, remove or bond against documents issued by any liens imposed against the Building or Project as a result of the performance by Tenant of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Project, and shall indemnify, defend and hold Landlord harmless from and against all Claims governmental agency in connection with any such liensthe Alterations.

Manner of Construction. All Landlord may impose, as a condition of its consent to any and all Alterations performed by or on behalf repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that upon Landlord’s request, Tenant shall be performed: (a) shall, at Tenant’s sole cost and expense, which shall include, without limitation, payment to Landlord remove such Alterations upon the expiration or any early termination of Landlord’s reasonable out-of-pocket costs incurred by Landlord to review the Lease Term (upon Tenant’s plans request, Landlord shall specify, at the time of its consent, which Alteration, if any, must be removed upon expiration or early termination of the Lease Term), and/or the requirement that Tenant utilize for such purposes only contractors, materials, mechanics and specifications for the Alterations; (b) in a diligent and good and workmanlike manner; (c) in compliance with all Applicable Laws and in substantial conformance with the plans and specifications therefor submitted by Tenant to Landlord (and Main Lease materialmen reasonably approved by Landlord, to the extent . Tenant shall construct such approval was required); (d) by contractors Alterations and subcontractors selected by Tenant and reasonably approved by Landlord (except that Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Landlord and agree to perform such work at competitive prices repairs in conformance with any and are reasonably availableall applicable rules and regulations of any federal, state, county or municipal code or ordinance and pursuant to a valid building permit (if required by law); (e) , issued by the City of San Diego in conformance with Landlord’s reasonable, non-discriminatory construction rules and regulations (which regulations. All work with respect to any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises shall at all times be made available to a complete unit except during the period of work. In performing the work of any such Alterations, Tenant upon request); and (f) shall have the work performed in such manner so as not to unreasonably obstruct access to the Project Building or any portion thereof, Building Complex or the common areas by any other tenant of the ProjectBuilding Complex, and so as not to unreasonably interfere Landlord’s normal and customary obstruct the business operations at of Landlord or other tenants in the Building Complex, or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary usesinterfere with the labor force working in the Building Complex. In addition, prior to the commencement of such If Tenant makes any Alterations, Tenant shall provide Landlord with evidence that Tenant or its contractor carries agrees to carry “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterations, and such other insurance as Landlord may reasonably require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to Article 10 of this Lease immediately upon completion thereof. In addition, Landlord may, in its discretion, require Tenant shallto obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the lien-free completion of such Alterations and naming Landlord as a co-obligee. Upon completion of any Alterations, Tenant shall (i) cause a timely Notice of Completion to be recorded in the office of the Recorder of San Diego County in accordance with the terms of Section 3093 of the Civil Code of the State of California or any successor statute, (ii) deliver to the Building Complex management office a reproducible copy of the “as built” drawings of the Alterations (within twenty thirty (2030) days after demand, remove or bond against any liens imposed against the Building or Project as a result of the performance by Tenant of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Projectcompletion), and shall indemnify(iii) deliver to Landlord full and final waivers of all liens for labor, defend and hold Landlord harmless from and against all Claims in connection with any such liensservices or materials.

Manner of Construction. All Landlord may impose, as a condition of its consent to any and all Alterations performed by or on behalf repairs of the Premises or about the Premises, such requirements as Landlord in its sole discretion (as to any Alterations or repairs which may affect the Base, Shell and Core or the structural elements of the Building) and otherwise in its reasonable discretion may deem desirable, including, but not limited to, the requirement that upon Landlord’s request, Tenant shall be performed: (a) shall, at Tenant’s sole cost and expense, which shall include, without limitation, payment to Landlord remove such Alterations upon the expiration or any early termination of Landlord’s reasonable out-of-pocket costs incurred by Landlord to review the Lease Term (upon Tenant’s plans request, Landlord shall specify, at the time of its consent, which Alteration, if any, must be removed upon expiration or early termination of the Lease Term), and/or the requirement that Tenant utilize for such purposes only contractors, materials, mechanics and specifications for the Alterations; (b) in a diligent and good and workmanlike manner; (c) in compliance with all Applicable Laws and in substantial conformance with the plans and specifications therefor submitted by Tenant to Landlord (and Main Lease materialmen approved by Landlord, to the extent which approval shall not be unreasonably withheld, conditioned or delayed. Tenant shall construct such approval was required); (d) by contractors Alterations and subcontractors selected by Tenant and reasonably approved by Landlord (except that Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Landlord and agree to perform such work at competitive prices repairs in conformance with any and are reasonably available); (e) all applicable rules and regulations of any federal, state, county or municipal code or ordinance and pursuant to a valid building permit, issued by the City of San Diego in conformance with Landlord’s reasonable, non-discriminatory construction rules and regulations (which regulations. All work with respect to any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises shall at all times be made available to a complete unit except during the period of work. In performing the work of any such Alterations, Tenant upon request); and (f) shall have the work performed in such manner so as not to unreasonably obstruct access to the Project Building or any portion thereof, Building Complex or the common areas by any other tenant of the ProjectBuilding Complex, and so as not to unreasonably interfere Landlord’s normal and customary obstruct the business operations at of Landlord or other tenants in the Building Complex, or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary usesinterfere with the labor force working in the Building Complex. In addition, prior to the commencement of such If Tenant makes any Alterations, Tenant shall provide Landlord with evidence that Tenant or its contractor carries agrees to carry “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterations, and such other insurance as Landlord may reasonably require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to Article 10 of this Lease immediately upon completion thereof. In addition, Landlord may, in its discretion, require Tenant shallto obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the lien–free completion of such Alterations and naming Landlord as a co–obligee if the cost of the proposed Alterations exceeds $500,000. Upon completion of any Alterations, within twenty Tenant shall (20i) days after demandcause a timely Notice of Completion to be recorded in the office of the Recorder of San Diego County in accordance with the terms of Section 3093 of the Civil Code of the State of California or any successor statute, remove or bond against any liens imposed against (ii) deliver to the Building or Project as Complex management office a result reproducible copy of the performance by Tenant “as built” drawings of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or ProjectAlterations, and shall indemnify(iii) deliver to Landlord evidence of payment, defend contractors’ affidavits and hold Landlord harmless from full and against final waivers of all Claims in connection with any such liensliens for labor, services or materials.

Manner of Construction. All Landlord may impose, as a condition of its consent to all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its sole discretion may deem desirable, including, but not limited to, the requirement that upon Landlord's request, Tenant shall, at Tenant's expense, remove such Alterations upon the expiration or any early termination of the Lease Term, and/or the requirement that Tenant utilize for such purposes only contractors, materials, mechanics and materialmen selected by Landlord. In any event, a contractor of Landlord's selection shall perform all mechanical, electrical, plumbing, structural, and heating, ventilation and air conditioning work, and such work shall be performed by or on behalf of at Tenant's cost. Tenant shall be performed: (a) at Tenant’s sole cost construct such Alterations and expense, which shall include, without limitation, payment to Landlord of Landlord’s reasonable out-of-pocket costs incurred by Landlord to review Tenant’s plans and specifications for the Alterations; (b) perform such repairs in a diligent and good and workmanlike manner; (c) in compliance with all Applicable Laws and in substantial conformance with any and all applicable rules and regulations of any federal, state, county or municipal code or ordinance and pursuant to a valid building permit, issued by the plans and specifications therefor submitted by Tenant to Landlord (and Main Lease approved by Landlordappropriate governmental authorities, to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord (except that Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Landlord’s reasonable, non-discriminatory 's construction rules and regulations. Landlord~s approval of the plans, specifications and working drawings for Tenant's Alterations shall create no responsibility or liability on the part of Landlord for their completeness, design "sufficiency, or compliance with all laws, rules and regulations (which of governmental agencies or authorities. All work with respect to any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion. In performing the work of any such Alterations, Tenant shall be made available to Tenant upon request); and (f) have the work performed in such manner so as not to unreasonably obstruct access to the Project Building or any portion thereof, by the common areas for any other tenant of the ProjectBuilding, and so as not to unreasonably interfere Landlord’s normal and customary obstruct the business operations at the Building or Project of Landlord or other tenants’ tenants in the Building, or occupants’ use or enjoyment of their premises for reasonable and customary usesinterfere with the labor force working in the Building. In addition, prior to the commencement of such Alterations, Tenant shall provide Landlord with evidence that Tenant or its contractor carries “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterations, and such other insurance as Landlord may reasonably require. Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against the Building or Project as a result of the performance by Tenant Upon completion of any Alterations and/or installation by and receipt of Landlord's written request, Tenant agrees to cause a Notice of any furniture, fixtures or equipment Completion to be recorded in or at the Premises, Building or Projectoffice of the Recorder of the County of Maricopa in accordance with the laws of the State of Arizona, and Tenant shall indemnify, defend and hold Landlord harmless from and against all Claims in connection with any such liensdeliver to the Building management office a reproducible copy of the "as built" drawings of the Alterations.

Manner of Construction. All Landlord may impose, as a condition of its consent to all Alterations performed by or on behalf repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant shall be performed: (a) at Tenant’s sole cost utilize for such purposes only contractors, materials, mechanics and expense, which shall include, without limitation, payment to Landlord of Landlord’s reasonable out-of-pocket costs incurred by Landlord to review Tenant’s plans and specifications for the Alterations; (b) in a diligent and good and workmanlike manner; (c) in compliance with all Applicable Laws and in substantial conformance with the plans and specifications therefor submitted by Tenant to Landlord (and Main Lease materialmen reasonably approved by Landlord; provided, to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord (except that however, Landlord may reasonably designate impose such requirements as Landlord may determine, in its sole and absolute discretion, with respect to any work affecting the structural components of the Building or Systems and Equipment (including designating specific contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Landlord and agree to perform such work at competitive prices work). Tenant shall construct such Alterations and are reasonably available); (e) perform such repairs in conformance with any and all applicable rules and regulations of any federal, state, county or municipal code or ordinance and pursuant to a valid building permit, issued by the City of Palo Alto, and in conformance with Landlord’s reasonable, non-discriminatory construction rules and regulations. Landlord’s approval of the plans, specifications and working drawings for Tenant’s Alterations shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all laws, rules and regulations (which of governmental agencies or authorities. All work with respect to any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises shall at all times be made available to a complete unit except during the period of work. In performing the work of any such Alterations, Tenant upon request); and (f) shall have the work performed in such manner so as not to unreasonably obstruct access to the Project Building or any portion thereof, by the Common Areas for any other tenant of the ProjectBuilding, and so as not to unreasonably obstruct the business of Landlord or other tenants of the Building, or interfere Landlord’s normal and customary business operations with the labor force working at the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary usesBuilding. In addition, prior to the commencement of such If Tenant makes any Alterations, Tenant shall provide Landlord with evidence that Tenant or its contractor carries agrees to carry a commercial general liability insurance policy, as well as “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterations, or cause its general contractor to carry such insurance, it being understood and agreed that all of such other insurance Alterations shall be insured by Tenant pursuant to Article 10 of this Lease immediately upon completion thereof. In addition, Landlord may, in its discretion, with respect to Alterations costing in excess of One Hundred Thousand Dollars ($100,000) per project, require Tenant to obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the lien-free completion of such Alterations and naming Landlord as Landlord may reasonably requirea co-obligee. Upon completion of any Alterations, Tenant shall, within twenty shall (20i) days after demand, remove or bond against any liens imposed against cause a Notice of Completion to be recorded in the office of the Recorder of the county in which the Building or Project as a result is located in accordance with Section 3093 of the performance by Tenant Civil Code of the State of California or any Alterations and/or installation by Tenant successor statute, (ii) deliver to the management office of any furniture, fixtures or equipment in or at the Premises, Building or Projecta reproducible copy of the “as built” drawings of the Alterations, and shall indemnify(iii) deliver to Landlord evidence of payment, defend contractors’ affidavits and hold Landlord harmless from full and against final waivers of all Claims in connection with any such liensliens for labor, services or materials.

Manner of Construction. All Landlord shall have the exclusive right, at Landlord’s option, but not the obligation, to make the Alterations performed by or on behalf of Tenant shall be performed: (a) at Tenant’s sole cost and expense. Prior to the commencement of construction of any Alterations or repairs, which Tenant shall includesubmit to Landlord, without limitation, payment to Landlord of for Landlord’s review and approval in its reasonable out-of-pocket costs incurred discretion, all plans, specifications and working drawings relating thereto. Tenant, at its sole cost and expense, shall retain an architect/space planner selected by Landlord to review Tenant’s plans , and specifications for the Alterations; (b) in a diligent and good and workmanlike manner; (c) in compliance with all Applicable Laws and in substantial conformance with the plans and specifications therefor submitted by Tenant to Landlord (and Main Lease reasonably approved by Landlord, to prepare such plans, specifications and working drawings; provided that, Tenant shall also retain the extent such engineering consultants designated by Landlord to prepare all plans and engineering working drawings, if any, relating to the structural, mechanical, electrical, plumbing, HVAC, lifesafety and sprinkler work of the Alterations. Tenant shall cause each architect/space planner and engineer retained by Tenant to follow Landlord’s standard construction administration procedures and to utilize the standard specifications and details for the Building, all as promulgated in writing by Landlord from time to time. Tenant and Tenant’s architect/space planner shall verify, in the field, the dimensions and conditions as shown on the relevant portions of the “Base Building” plans, and Tenant and Tenant’s architect/space planner shall be solely responsible for the same, and Landlord shall have no responsibility in connection therewith, In addition, at Landlord’s option, Landlord may submit Tenant’s plans, specifications and working drawings to a third-party architect and/or engineer, selected by Landlord, for their review, at Tenant’s sole cost and expense. Landlord’s review of plans, specifications and working drawings as set forth in this Section 8.2, shall be for its sole purpose and shall not imply Landlord’s review of the same, or obligate Landlord to review the same, for quality, design, compliance with applicable building codes or other like matters. Accordingly, notwithstanding that any plans, specifications or working drawings are reviewed by Landlord or its space planner, architect, engineers and consultants, and notwithstanding any advice or assistance which may be rendered to Tenant by Landlord or Landlord’s space planner, architect, engineers, and consultants, Landlord shall have no liability whatsoever in connection therewith and shall not be responsible for any omissions or errors contained in the plans, specifications and working drawings for the Alterations, and Tenant’s waiver and indemnity set forth in Section 10.1 of this Lease, below, shall specifically apply to the plans, specifications and working drawings for the Alterations. Following Landlord’s approval was required); (d) by contractors in its reasonable discretion of all plans, specifications and subcontractors working drawings for the Alterations, a contractor to construct the Alterations shall be selected by Tenant and reasonably from the list of contractors approved by Landlord. Landlord (except that Landlord may reasonably designate shall provide to Tenant an itemized statement of costs, as set forth in the contractors proposed contract with such contractor. Tenant shall approve and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated deliver to Landlord the itemized statement of costs provided to Tenant in accordance with this Section 8.2, and agree to perform upon receipt of such work at competitive prices and are reasonably available); (e) in conformance with itemized statement of costs by Landlord’s reasonable, non-discriminatory construction rules and regulations (which Landlord shall be made available released by Tenant (i) to retain the contractor who submitted such itemized statement of costs, and (ii) to purchase the items set forth in such itemized statement of costs and to commence the construction relating to such items. Landlord hereby assigns to Tenant upon request); all warranties and (f) guaranties by the contractor selected in accordance with this Section 8.2 to construct the Alterations, and Tenant hereby waives all claims against Landlord relating to, or arising out of the construction of, the Alterations. In the event Tenant requests any Alterations in the Premises which require or give rise to governmentally required changes to the “Base Building,” as that term is defined below, then Landlord shall, at Tenant’s expense, make such changes to the Base Building. As used in this Lease, the “Base Building” shall include the structural portions of the Building, and the public restrooms, elevators, exit stairwells and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are located. In performing the work of any Alterations for which Tenant is responsible, Tenant shall have the work performed in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to unreasonably interfere obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord’s normal and customary business operations at reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary usesthe Common Areas. In additionaddition to Tenant’s obligations under Article 9 of this Lease, prior to the commencement upon completion of such any Alterations, Tenant shall provide Landlord agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County in which the Project is located in accordance with evidence that Tenant Section 3093 of the Civil Code of the State of California or its contractor carries “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterationsany successor statute, and such other insurance as Landlord may reasonably require. Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against shall deliver to the Building or Project as construction manager a result reproducible copy of the performance “as built” drawings of the Alterations in CAD format as well as all permits, approvals and other documents issued by Tenant of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Project, and shall indemnify, defend and hold Landlord harmless from and against all Claims governmental agency in connection with any such liensthe Alterations.

Manner of Construction. All Where Landlord’s consent is required, Landlord may impose, as a condition of its consent to any and all Alterations performed by or on behalf repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that upon Landlord’s request, Tenant shall be performed: (a) shall, at Tenant’s sole cost and expense, remove such Alterations upon the expiration or any early termination of the Lease Term (provided that Tenant shall not be required to remove any permanent Alterations such as flooring or partitions, if approved by Landlord in writing as of the date on which Landlord provides its initial consent), and the requirement that all Alterations conform in terms of quality and style to the building’s standards established by Landlord. If such Alterations will involve the use of or disturb hazardous materials or substances existing in the Premises, Tenant shall include, without limitation, payment to Landlord of comply with Landlord’s reasonable out-of-pocket costs incurred by Landlord to review rules and regulations concerning such hazardous materials or substances. Landlord’s approval of the plans, specifications and working drawings for Tenant’s plans Alterations shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all Laws. Tenant shall construct such Alterations and specifications for the Alterations; (b) perform such repairs in a diligent and good and workmanlike manner; (c) , in compliance with all Applicable Laws and in substantial conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the plans and specifications therefor submitted by Tenant to Landlord (and Main Lease approved by LandlordCity of Irvine, to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord (except that Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Landlord’s reasonable, non-discriminatory construction rules and regulations and the plans and specifications previously approved by Landlord. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the “Base Building,” as that term is defined below, then Landlord (which or Landlord’s property manager) shall, at Tenant’s expense, make such changes to the Base Building. The “Base Building” shall be made available to mean the Building Structure and the Building Systems. In performing the work of any such Alterations, Tenant upon request); and (f) shall have the work performed in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to unreasonably interfere obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord’s normal and customary business operations at reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable the Common Areas and customary uses. In additionin that respect, prior to Landlord shall have the commencement of such Alterationsright, Tenant shall provide Landlord in connection with evidence that Tenant or its contractor carries “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterations, and such other insurance as Landlord may reasonably require. Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against the Building or Project as a result of the performance by Tenant of any Alterations and/or installation any tenant improvements constructed in the Premises pursuant to the terms of the Tenant Work Letter, to require that all carpentry subcontractors, laborers, materialmen, and suppliers retained directly by Tenant and/or Landlord (unless Landlord elects otherwise) be union labor in compliance with the then existing master labor agreements. (As of the date of this Lease, only carpentry work requires union labor.) In addition to Tenant’s obligations under Article 9 of this Lease, upon completion of any furnitureAlterations, fixtures Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of Orange in accordance with Section 3093 of the California Civil Code or equipment in or at the Premises, Building or Projectany successor statute and furnish a copy thereof to Landlord upon recordation, and timely give all notices required pursuant to Section 3259.5 of the California Civil Code or any successor statute (failing which, Landlord may itself execute and file such Notice of Completion and give such notices on behalf of Tenant as Tenant’s agent for such purpose), and for any structural Alterations (to the extent permitted by Landlord), Tenant shall indemnifydeliver to the Project management office a reproducible copy of the “as built” drawings of the Alterations as well as all permits, defend approvals and hold Landlord harmless from and against all Claims other documents issued by any governmental agency in connection with the Alterations. Except as may be expressly set forth herein, Tenant shall not be responsible for any Landlord supervisory fees or similar such liensfees or charges related to any of Tenant’s improvements, alterations, repairs and/or maintenance to the Premises.

Manner of Construction. All Any Alterations performed by or on behalf of Tenant after Lease Commencement shall be performed: (a) performed in conformance with plans, specifications and working drawings first approved by Lessor. Lessor’s approval of the plans, specifications and working drawings for Lessee’s Alterations shall create no responsibility or liability on the part of Lessor for their completeness, design sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authorities. Lessor may impose, as a condition of its approval of any Alterations or repairs in, on or about the Premises, such requirements as Lessor in its sole discretion may deem desirable, including, but not limited to, the requirement that upon Lessor’s request, Lessee shall, at TenantLessee’s sole cost and expense, remove such Alterations upon the expiration or any early termination of the Lease Term. Lessee shall first request that Lessor perform the Alterations requested by Lessee, approved by the Lessor (the “Approved Alterations”). If for any reason Lessor declines to perform the Approved Alterations, then Lessee shall perform alternations in accordance with this Lease. In the performance of any Alterations and/or repairs of or about the Premises Lessee shall utilize for such purposes only contractors, materials, mechanics and management selected by Lessee and approved by Lessor (which approval shall includenot be unreasonably withheld); provided, without limitationhowever, payment that Lessee shall utilize subcontractors of Lessor’s selection to Landlord perform all work that may affect the Building systems and equipment, structural aspects of Landlordthe Building, or exterior appearance of the Building or any Common Areas. Without limiting the other grounds upon which Lessor may refuse to approve any contractor or subcontractor, Lessor may take into account the desirability of maintaining harmonious labor relations at the Project. Lessee shall construct such Alterations and perform such repairs in conformance with any and all applicable rules and regulations of any federal, state, county or municipal code or ordinance and, if required, pursuant to a valid building permit, issued by the City of Novato and in conformance with Lessor’s reasonable out-of-pocket costs incurred by Landlord construction rules and regulations. All work with respect to review Tenant’s plans and specifications for the Alterations; (b) any Alterations must be done in a diligent and good and workmanlike manner; (c) in compliance with all Applicable Laws manner and in substantial conformance with the plans and specifications therefor submitted by Tenant diligently prosecuted to Landlord (and Main Lease approved by Landlord, completion to the extent end that the Premises shall at all times be a complete unit except during the period of work. In performing the work of any such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord (except that Landlord may reasonably designate Alterations, Lessee shall have the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Landlord’s reasonable, non-discriminatory construction rules and regulations (which shall be made available to Tenant upon request); and (f) performed in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by for any other tenant lessee of the Project, and so as not to unreasonably interfere Landlord’s normal and customary obstruct the business operations at the Building or Project of Lessor or other tenants’ lessees in the Project, or occupants’ use or enjoyment of their premises for reasonable and customary usesinterfere with any labor force working in the Project. In addition, prior to the commencement of such event that Lessee makes any Alterations, Tenant shall provide Landlord with evidence that Tenant or its contractor carries Lessee agrees to carry “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) Lessor covering the construction of such Alterations, and such other insurance as Landlord Lessor may reasonably require, it being understood and agreed that all of such Alterations shall be insured by Lessee pursuant to Article 9 immediately upon completion thereof. Tenant shallIn addition, within twenty (20) days after demandLessor may, remove if reasonable and non-discriminatory, require Lessee to obtain a lien and completion bond or bond against some alternate form of security satisfactory to Lessor in an amount sufficient to ensure the lien-free completion of such Alterations and naming Lessor as a co-obligee. Upon completion of any liens imposed against Alterations, Lessee agrees to cause a Notice of Completion to be recorded in the Office of the Recorder of the County of Marin in accordance with Section 3093 of the Civil Code of the State of California or any successor statute and Lessee shall deliver to the Building or Project as management office a result reproducible copy of the performance by Tenant “as built” drawings of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Project, and shall indemnify, defend and hold Landlord harmless from and against all Claims in connection with any such liensAlterations.

Manner of Construction. All Landlord may impose, as a condition of its consent to any and all Alterations performed or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors, subcontractors, materials, mechanics and materialmen selected by Tenant from a list provided and approved by Landlord, the requirement that upon Landlord's request, Tenant shall, at Tenant's expense, remove such Alterations upon the expiration or on behalf any early termination of the Lease Term, subject to Section 8.5, below. Tenant shall be performed: (a) at Tenant’s sole cost construct such Alterations and expense, which shall include, without limitation, payment to Landlord of Landlord’s reasonable out-of-pocket costs incurred by Landlord to review Tenant’s plans and specifications for the Alterations; (b) perform such repairs in a diligent and good and workmanlike manner; (c) , in compliance with all Applicable Laws and in substantial conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the plans and specifications therefor submitted by Tenant to Landlord (and Main Lease approved by Landlord, to city in which the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord (except that Landlord may reasonably designate the contractors and subcontractors to perform Building is located all B/S Alterations provided such contractors and subcontractors are unrelated to Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Landlord’s reasonable, non-discriminatory 's construction rules and regulations (regulations; provided, however, that prior to commencing to construct any Alteration, Tenant shall meet with Landlord to discuss Landlord's design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the "Base Building," as that term is defined below, then Landlord shall, at Tenant's expense, make such changes to the Base Building. The "Base Building" shall be made available to include the structural portions of the Building, and the public restrooms, elevators, exit stairwells and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are located. In performing the work of any such Alterations, Tenant upon request); and (f) shall have the work performed in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to unreasonably interfere obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord’s normal and customary business operations 's reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building, Project or Common Areas and/or that otherwise results in picketing or other labor disturbances at the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary usesand/or areas adjacent thereto. In additionaddition to Tenant's obligations under Article 9 of this Lease, prior to the commencement upon completion DOCPROPERTY "Document number" 4879-3072-0534. DOCPROPERTY "Document version" 3 DOCPROPERTY "Client" 391132. DOCPROPERTY "Matter" 00001/ SAVEDATE \@ M-d-yy U48er IniP/ DOCPROPERTY "User Init" jll/ DOCPROPERTY "Typist Init" jll -11- DOCPROPERTY "Footer Notes" THE BEACON[Palisade Bio, Inc.] of such any Alterations, Tenant shall provide Landlord agrees to cause a Notice of Completion to be recorded in the office of the recorder of the county in which the Building is located in accordance with evidence that Tenant Section 8182 of the Civil Code of the State of California or its contractor carries “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterationsany successor statute, and such other insurance as Landlord may reasonably require. Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against shall deliver to the Building or Project as construction manager a result reproducible copy of the performance "as built" drawings of the Alterations as well as all permits, approvals and other documents issued by Tenant of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Project, and shall indemnify, defend and hold Landlord harmless from and against all Claims governmental agency in connection with any such liensthe Alterations.

Manner of Construction. All Landlord may impose, as a condition of its consent to any and all Alterations performed or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors, subcontractors, materials, mechanics and materialmen selected by Tenant and approved by Landlord (which approval shall not be unreasonably withheld, conditioned or on behalf delayed), the requirement that upon Landlord’s request (subject to the terms of Section 8.5, below), Tenant shall be performed: (a) shall, at Tenant’s sole cost and expense, which remove such Alterations upon the expiration or any early termination of the Lease Term (and Tenant shall include, without limitation, payment have no removal or restoration obligations with respect to Landlord of Landlord’s reasonable out-of-pocket costs incurred any work to be constructed by Landlord to review Tenant’s plans in accordance with the Tenant Work Letter). Tenant shall construct such Alterations and specifications for the Alterations; (b) perform such repairs in a diligent and good and workmanlike manner; (c) in compliance with all Applicable Laws and in substantial conformance with the plans and specifications therefor submitted by Tenant to Landlord (and Main Lease approved by Landlord, to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord (except that Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Landlord’s reasonableany and all applicable federal, non-discriminatory construction state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the city in which the Building is located (which or other applicable governmental authority). Tenant shall be made available to Tenant not use (and upon request); and (fnotice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to unreasonably interfere Landlord’s normal and customary business operations at reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or Project the Common Areas. Tenant shall be permitted to use non-union labor with Landlord’s approval, which shall not be unreasonably withheld, conditioned or other tenants’ delayed. Upon completion of any Alterations (or occupants’ use or enjoyment of their premises for reasonable repairs), Tenant shall deliver to Landlord final lien waivers from all contractors, subcontractors and customary usesmaterialmen who performed such work. In additionaddition to Tenant’s obligations under Article 9 of this Lease, prior to the commencement upon completion of such any Alterations, Tenant shall provide Landlord agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County where the Premises are located in accordance with evidence that Tenant Section 3093 of the Civil Code of the State of California or its contractor carries “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterationsany successor statute, and such other insurance as Tenant shall deliver to the Landlord may reasonably require. Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against the Building or Project as a result reproducible copy of the performance “as built” drawings of the Alterations as well as all permits, approvals and other documents issued by Tenant of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Project, and shall indemnify, defend and hold Landlord harmless from and against all Claims governmental agency in connection with any such liensthe Alterations.

Manner of Construction. All Alterations performed a. Landlord represents and covenants that Xxxxxxxx’s Work to prepare the Leased Premises for occupancy in accordance with the terms of this Lease will be prosecuted with due diligence and continuity in a good and workmanlike manner, in accordance with final architectural plans, specifications and engineered working drawings for the construction prepared by or on behalf of Tenant shall be performed: (a) Landlord at TenantLandlord’s sole cost and expenseexpense and approved by Tenant and Landlord in their reasonable discretion, in accordance with the Phase 1 Work Letter and the Phase 2 Work Letter, and in accordance with the appropriate town or village building code for which a permit and necessary Certificate of Occupancy and/or Use shall includebe delivered to the Tenant upon the commencement of occupancy. Landlord further represents and covenants that the construction, reconstruction, renovation shall be, and that the Building and the Leased Premises shall be, on the Lease Term Commencement Date and throughout the Term of this Lease, in compliance with all applicable zoning, building, environmental, health, safety, fire and other applicable laws, codes and regulations, including, without limitation, payment to Landlord the Americans with Disability Act, and that, upon Substantial Completion of Landlord’s reasonable out-of-pocket costs incurred by Landlord to review Tenant’s plans Work, the Premises may lawfully be occupied and specifications used for the Alterations; (b) in a diligent Permitted Use. Landlord shall obtain all governmental permits, licenses and good and workmanlike manner; (c) in compliance with all Applicable Laws and in substantial conformance with the plans and specifications therefor submitted by Tenant to Landlord (and Main Lease approved by Landlord, to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord (except that Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Landlord’s reasonable, non-discriminatory construction rules and regulations (which shall be made available to Tenant upon request); and (f) in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to unreasonably interfere Landlord’s normal and customary business operations at the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises authorizations required for reasonable and customary uses. In addition, prior to the commencement of such Alterations, Tenant shall provide Landlord with evidence that Tenant or its contractor carries “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such AlterationsLandlord’s Work. Landlord shall procure, at its sole expense, a certificate of occupancy and such any other insurance as Landlord may reasonably require. Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against the Building or Project as a result of the performance by Tenant of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Project, governmental approvals and shall indemnify, defend and hold Landlord harmless from and against all Claims permits in connection with any such liensthe Leased Premises and Xxxxxxxx’s Work.

Manner of Construction. All Alterations performed by or on behalf of Tenant shall be performed: (a) at Tenant’s sole cost and expense, which shall include, without limitation, payment to Landlord of have obtained Landlord’s reasonable out-of-pocket costs incurred by Landlord to review Tenant’s plans and specifications for the Alterations; approval (bwhich approval shall not be unreasonably withheld or delayed) in a diligent and good and workmanlike manner; (c) in compliance with of all Applicable Laws and in substantial conformance with the plans and specifications therefor submitted by Tenant to Landlord (and Main Lease approved by Landlordplans, to the extent such approval was required); (d) by specifications, drawings, contractors and subcontractors selected by Tenant and reasonably approved by Landlord (except that Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Landlord’s reasonable, non-discriminatory construction rules and regulations (which shall be made available to Tenant upon request); and (f) in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to unreasonably interfere Landlord’s normal and customary business operations at the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary uses. In addition, prior to the commencement of Tenant’s construction of the Alterations; provided, however, a contractor of Landlord’s selection shall perform all mechanical, electrical, plumbing, structural, and heating, ventilation and air conditioning work so long as such Alterationscontractor is willing to perform its work at rates that do not exceed customary market rates, and such work shall be performed at Tenant’s cost. Tenant shall provide Landlord with evidence that Tenant or its contractor carries “Builder’s All Risk” agrees to carry insurance in an amount reasonably approved by Landlord (which approval shall not to exceed the amount of coverage typically required by landlords of Comparable Buildingsbe unreasonably withheld or delayed) covering the construction of such Alterations, and such other insurance as Landlord may reasonably require. In addition, Landlord may, in its discretion, require Tenant to obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the lien-free completion of such Alterations and naming Landlord as a co-obligee. Further, Tenant shall pay to Landlord or its agent a four percent (4%) supervision fee based upon the cost of such work. Tenant shall construct such Alterations and perform such repairs in conformance with any and all applicable laws and pursuant to a valid building permit, issued by the appropriate governmental authorities, in conformance with Landlord’s construction rules and regulations and in a diligent, good and workmanlike manner. If such Alterations trigger a legal requirement upon Landlord to make any Alterations or improvements to the Building or Common Areas, Tenant shall, as Additional Rent, reimburse Landlord for the cost thereof within twenty thirty (2030) days after demandfollowing receipt of an invoice therefor. Landlord’s approval of the plans, remove specifications and working drawings for Tenant’s Alterations shall create no responsibility or bond against liability on the part of Landlord for their completeness, design sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authorities. Upon completion of any liens imposed against Alterations, Tenant agrees to cause a Notice of Completion (or equivalent) to be recorded in the office of the Recorder of the County of San Diego in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and Tenant shall deliver to the Building or Project as management office a result reproducible copy of the performance by Tenant “as built” drawings of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Project, and shall indemnify, defend and hold Landlord harmless from and against all Claims in connection with any such liensAlterations.

Manner of Construction. All Landlord may impose, as a condition of its consent to any and all Alterations performed or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably approved by or on behalf of Landlord, and the requirement that upon Landlord’s timely request (as more particularly set forth in Section 8.5, below), Tenant shall be performed: (a) shall, at Tenant’s sole cost and expense, which remove such Alterations upon the expiration or any early termination of the Lease Term and return the affected portion of the Premises to a Building-standard improved condition as determined by Landlord, provided that Landlord notified Tenant at time of approving such Alterations that the removal will be required. Tenant shall include, without limitation, payment to Landlord of Landlord’s reasonable out-of-pocket costs incurred by Landlord to review Tenant’s plans construct such Alterations and specifications for the Alterations; (b) perform such repairs in a diligent and good and workmanlike manner; (c) , in compliance with all Applicable Laws and in substantial conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the plans and specifications therefor submitted by Tenant to Landlord (and Main Lease approved by LandlordCity of San Diego, to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord (except that Landlord may reasonably designate the contractors and subcontractors to perform California, all B/S Alterations provided such contractors and subcontractors are unrelated to Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Landlord’s reasonable, non-discriminatory construction rules and regulations regulations; provided, however, that prior to commencing to construct any Alteration, Tenant shall meet with Landlord to discuss Landlord’s design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the “Base Building,” as that term is defined below, then Landlord shall, at Tenant’s expense, make such changes to the Base Building. Since all or a portion of the Project is or may become in the future certified under the LEED rating system (which or other applicable certification standard) (all in Landlord’s sole and absolute discretion), Tenant expressly acknowledges and agrees that without limitation as to other grounds for Landlord withholding its consent to any proposed Alteration, Landlord shall be made available have the right to withhold its consent to any proposed Alteration in the event that such Alteration is not compatible with such certification or recertification of the Project under such LEED rating system (or other applicable certification standard). The “Base Building” shall mean the Building Structure and the Building Systems. In performing the work of any such Alterations, Tenant upon request); and (f) shall have the work performed in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to unreasonably interfere obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord’s normal and customary business operations at reasonable judgment, would disturb labor harmony with the Building workforce or trades engaged in performing other work, labor or services in or about the Building, the Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary usesthe Common Areas. In additionaddition to Tenant’s obligations under Article 9 of this Lease, prior to the commencement upon completion of such any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego, California in accordance with Section 8182 of the Civil Code of the State of California or any successor statute, and Tenant shall provide Landlord with evidence that Tenant or its contractor carries deliver to the Project construction manager a reproducible CAD copy of the “Builder’s All Riskas built” insurance in an amount reasonably approved by Landlord (not to exceed drawings of the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterations, to the extent applicable, as well as all permits, approvals and such other insurance as Landlord may reasonably require. Tenant shall, within twenty (20) days after demand, remove or bond against documents issued by any liens imposed against the Building or Project as a result of the performance by Tenant of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Project, and shall indemnify, defend and hold Landlord harmless from and against all Claims governmental agency in connection with any such liensthe Alterations.

Manner of Construction. All Landlord may impose, as a condition of its consent to any and all Alterations performed or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors, subcontractors, materials, mechanics and materialmen selected by or on behalf of Tenant shall be performed: (a) from a list provided and approved by Landlord, the requirement that upon Landlord's request, Tenant shall, at Tenant’s sole cost and 's expense, which shall includeremove such Alterations upon the expiration or any early termination of the Lease Term. Landlord agrees that if at the time that Tenant requests Landlord’s consent to an Alteration, without limitationTenant also requests in writing confirmation as to whether or not Landlord will require the same to be removed upon the expiration or earlier termination of this Lease, payment and Landlord fails to Landlord notify Tenant that the Alteration must be removed at the time of Landlord’s reasonable out-of-pocket costs incurred by Landlord consent to review Tenant’s plans the same, then Tenant shall not be obligated to remove such Alterations upon the expiration or earlier termination of this Lease. Tenant shall construct such Alterations and specifications for the Alterations; (b) perform such repairs in a diligent and good and workmanlike manner; (c) , in compliance with all Applicable Laws and in substantial conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the plans and specifications therefor submitted by Tenant to Landlord (and Main Lease approved by Landlord, to city in which the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord (except that Landlord may reasonably designate the contractors and subcontractors to perform Building is located all B/S Alterations provided such contractors and subcontractors are unrelated to Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Landlord’s reasonable, non-discriminatory 's reasonable construction rules and regulations (regulations; provided, however, that prior to commencing to construct any Alteration, Tenant shall meet with Landlord to discuss Landlord's design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the "Base Building," as that term is defined below, then Landlord shall, at Tenant's expense, make such changes to the Base Building. The "Base Building" shall be made available to include the structural portions of the Building, and the public restrooms, elevators, exit stairwells and the systems and equipment located in the internal core of the Building. In performing the work of any such Alterations, Tenant upon request); and (f) shall have the work performed in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to unreasonably interfere obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord’s normal and customary business operations at 's reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary usesthe Common Areas. In additionaddition to Tenant's obligations under Article 9 of this Lease, prior to the commencement upon completion of such any Alterations, Tenant shall provide agrees to cause a Notice of Completion to be recorded in the office of the recorder of the county in which the Building is located in accordance with Section 8182 of the California Civil Code or any successor statute and furnish a copy thereof to Landlord with evidence that Tenant or its contractor carries “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterationsupon recordation, and such other insurance as Landlord may reasonably require. Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against shall deliver to the Building or Project as construction manager a result reproducible copy of the performance "as built" drawings of the Alterations as well as all permits, approvals and other documents issued by Tenant of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Project, and shall indemnify, defend and hold Landlord harmless from and against all Claims governmental agency in connection with any such liensthe Alterations.

Manner of Construction. All Landlord may impose, as a condition of its consent to any and all Alterations performed or repairs of the Premises or about the Premises, such requirements as Landlord in its sole discretion may deem desirable, including, but not limited to, the requirement that upon Landlord's request, Tenant shall, at Tenant's expense, remove such Alteraxxxxx xxon the expiration or any early termination of the Lease Term, and/or the requirement that Tenant utilize for such purposes only contractors, materials, mechanics and materialmen selected by or on behalf of Landlord. Tenant shall be performed: (a) at Tenant’s sole cost construct such Alterations and expense, which shall include, without limitation, payment to Landlord of Landlord’s reasonable out-of-pocket costs incurred by Landlord to review Tenant’s plans and specifications for the Alterations; (b) perform such repairs in a diligent and good and workmanlike manner; (c) in compliance with all Applicable Laws and in substantial conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the plans and specifications therefor submitted by Tenant to Landlord (and Main Lease approved by LandlordCity of Santa Monica, to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord (except that Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Landlord’s reasonable, non-discriminatory 's construction rules and regulations (which regulatxxxx. All work with respect to axx Xxxxxations must be done in a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises shall at all times be made available to a complete unit except during the period of work. In performing the work of any such Alterations, Tenant upon request); and (f) shall have the work performed in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to unreasonably interfere Landlord’s normal and customary obstruct the business operations at the Building or Project of Landlord or other tenants’ tenants in the Project, or occupants’ use or enjoyment of their premises for reasonable and customary usesinterfere with the labor force working in the Project. In additionaddition to Tenant's obligations under Article 9 of this Lease, prior to the commencement upon completion of such any Alterations, Tenant shall provide Landlord agrees to cause a Notice of Completion to be recorded in the officx xx xhe Recorder of the County of Los Angeles in accordance with evidence that Tenant Section 3093 of the Civil Code of the State of California or its contractor carries “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterationsany successor statute, and such other insurance as Landlord may reasonably require. Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against shall deliver to the Building or Project as management office a result reproducible copy of the performance by Tenant "as built" drawings of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Project, and shall indemnify, defend and hold Landlord harmless from and against all Claims in connection with any such liensAlterations.

Manner of Construction. All Landlord may impose, as a condition of its consent to all Alterations performed or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors, materials, mechanics and materialmen approved by Landlord; provided, however, Landlord may impose such requirements as Landlord may determine, in its sole good faith business judgement, with respect to any work affecting the structural components of the Building or on behalf Systems and Equipment (including designating specific contractors to perform such work). Tenant shall construct such Alterations and perform such repairs in conformance with any and all applicable rules and regulations of any federal, state, county or municipal code or ordinance (including California Energy Code, Title 24) and pursuant to a valid building permit, issued by the city in which the Project is located, and in conformance with Landlord's construction rules and regulations. In the event that any proposed Alterations trigger the need for repairs, maintenance, improvements or alterations outside of the Premises for any reason, Tenant shall be performed: (a) solely responsible for the performance of all such work at Tenant’s 's sole cost and expense. Landlord's approval of the plans, which specifications and working drawings for Tenant's Alterations shall includecreate no responsibility or liability on the part of Landlord for their completeness, without limitationdesign sufficiency, payment or compliance with all laws, rules and regulations of governmental agencies or authorities. All work with respect to Landlord of Landlord’s reasonable out-of-pocket costs incurred by Landlord to review Tenant’s plans and specifications for the Alterations; (b) any Alterations must be done in a diligent and good and workmanlike manner; (c) in compliance with all Applicable Laws manner and in substantial conformance with the plans and specifications therefor submitted by Tenant diligently prosecuted to Landlord (and Main Lease approved by Landlord, completion to the extent end that the Premises shall at all times be a complete unit except during the period of work. In performing the work of any such approval was required); (d) by contractors and subcontractors selected by Alterations, Tenant and reasonably approved by Landlord (except that Landlord may reasonably designate shall have the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Landlord’s reasonable, non-discriminatory construction rules and regulations (which shall be made available to Tenant upon request); and (f) performed in such manner so as not to unreasonably obstruct access to the Building or Project or any portion thereof, by the Common Areas for any other tenant of the Project, and so as not to unreasonably obstruct the business of Landlord or other tenants of the Project, or interfere Landlord’s normal and customary business operations with the labor force working at the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary usesProject. In addition, prior to the commencement of such If Tenant makes any Alterations, Tenant shall provide Landlord with evidence that Tenant or its contractor carries “agrees to carry "Builder’s 's All Risk” " insurance in an amount reasonably approved by Landlord (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterations, and such other insurance as Landlord may require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to Article 10 of this Lease immediately upon completion thereof. In addition, Landlord may, in its reasonably require. discretion, require Tenant shall, within twenty (20) days after demand, remove to obtain a lien and completion bond or bond against any liens imposed against some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the Building or Project lien-free completion of such Alterations and naming Landlord as a result co-obligee. Upon completion of any Alterations, Tenant shall (i) cause a Notice of Completion to be recorded in the office of the performance by Tenant Recorder of the county in which the Project is located in accordance with Section 3093 of the Civil Code of the State of California or any Alterations and/or installation by Tenant successor statute, (ii) deliver to the management office of any furniture, fixtures or equipment in or at the Premises, Building or ProjectProject a reproducible copy of the "as built" drawings of the Alterations, and shall indemnify(iii) deliver to Landlord evidence of payment, defend contractors' affidavits and hold Landlord harmless from full and against final waivers of all Claims in connection with any such liensliens for labor, services or materials.

Manner of Construction. All Landlord may impose, as a condition of its consent to all Alterations performed by or on behalf repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that upon Landlord's request made at the time such consent is granted, Tenant shall be performed: (a) shall, at Tenant’s sole cost and 's expense, which shall includeremove such Alterations upon the expiration or any early termination of the Lease Term (provided however, without limitationin no event will Tenant be required to remove any such Alterations unless they involve penetrations to the base, payment to Landlord shell or core of Landlord’s reasonable out-of-pocket the Building, would require extraordinary demolition costs incurred by Landlord to review Tenant’s plans or include the installation of a riser), and/or the requirement that Tenant utilize for such purposes only contractors, materials, mechanics and specifications for the Alterations; (b) in a diligent and good and workmanlike manner; (c) in compliance with all Applicable Laws and in substantial conformance with the plans and specifications therefor submitted by Tenant to Landlord (and Main Lease materialmen approved by Landlord, to the extent such approval was required); (d) by contractors and subcontractors selected by provided that Tenant and reasonably approved by Landlord (except that Landlord may reasonably designate the contractors and subcontractors shall utilize a contractor of Landlord's selection to perform all B/S work that may affect the Building's Systems and Equipment, structural aspects of the Building, or exterior appearance of the Building. Landlord shall cause such contractor selected by Landlord to charge Tenant for such work an amount equal to the costs that comparable first-class, reputable and reliable contractors would have charged Tenant if selected pursuant to competitive bidding procedures. Tenant shall construct such Alterations provided such contractors and subcontractors are unrelated to Landlord and agree to perform such work at competitive prices repairs in conformance with any and are reasonably available); (e) all applicable rules and regulations of any federal, state, county or municipal code or ordinance and pursuant to a valid building permit, issued by the City of Long Beach, in conformance with Landlord’s reasonable, non-discriminatory 's construction rules and regulations (which regulations. All work with respect to any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises shall at all times be made available to a complete unit except during the period of work. In performing the work of any such Alterations, Tenant upon request); and (f) shall have the work performed in such manner so as not to unreasonably obstruct access to the Project Building or any portion thereof, by the common areas for any other tenant of the ProjectBuilding, and so as not to unreasonably interfere Landlord’s normal and customary obstruct the business operations at the Building or Project of Landlord or other tenants’ tenants in the Building, or occupants’ use or enjoyment interfere with the labor force working in the Building. Upon completion of their premises for reasonable and customary uses. In addition, prior to the commencement of such any Alterations, Tenant shall provide Landlord agrees to timely cause a Notice of Completion to be recorded in the office of the Recorder of the County of Los Angeles in accordance with evidence that Tenant the terms of Section 3093 of the Civil Code of the State of California or its contractor carries “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterationsany successor statute, and such other insurance as Landlord may reasonably require. Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against shall deliver to the Building or Project as management office a result reproducible copy of the performance by "as built" drawings of the Alterations; provided, however, that if Tenant does not cause a timely Notice of any Alterations and/or installation by Completion to be recorded, such failure shall not constitute a default under this Lease but Tenant of any furnitureshall protect, fixtures or equipment in or at the Premisesdefend, Building or Project, and shall indemnify, defend indemnify and hold Landlord harmless from and against all Claims any loss, cost, damage, claim or expense incurred by Landlord in connection with any such liensTenant's failure to record the Notice of Completion.

Manner of Construction. All Landlord may impose, as a condition of its ---------------------- consent to any and all Alterations performed or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors, subcontractors, materials, mechanics and materialmen selected by Tenant from a list provided and approved by Landlord, the requirement that upon Landlord's request, Tenant shall, at Tenant's expense, remove such Alterations upon the expiration or on behalf any early termination of the Lease Term. If such Alterations will involve the use of or disturb hazardous materials or substances existing in the Premises, Tenant shall be performed: (a) at Tenant’s sole cost comply with Landlord's rules and expense, which regulations concerning such hazardous materials or substances. Tenant shall include, without limitation, payment to Landlord of Landlord’s reasonable out-of-pocket costs incurred by Landlord to review Tenant’s plans construct such Alterations and specifications for the Alterations; (b) perform such repairs in a diligent and good and workmanlike manner; (c) , in compliance with all Applicable Laws and in substantial conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the plans and specifications therefor submitted by Tenant to Landlord (and Main Lease approved by LandlordCity of San Diego, to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord (except that Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Landlord’s reasonable, non-discriminatory 's construction rules and regulations (regulations. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the "Base Building," as that term is defined below, then Landlord shall, at Tenant's expense, make such changes to the Base Building. The "BASE BUILDING" shall be made available to consist of the Building Structure. In performing the work of any such Alterations, Tenant upon request); and (f) shall have the work performed in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to unreasonably interfere obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord’s normal and customary business operations at 's reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary usesthe Common Areas. In additionaddition to Tenant's obligations under Article 9 of this Lease, prior to the commencement upon completion of such any Alterations, Tenant shall provide Landlord agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego in accordance with evidence that Tenant Section 3093 of the Civil Code of the State of California or its contractor carries “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterationsany successor statute, and such other insurance as Landlord may reasonably require. Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against shall deliver to the Building or Project as a result of the performance by Tenant of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Project, and shall indemnify, defend and hold Landlord harmless from and against all Claims in connection with any such liens.management

Manner of Construction. All Alterations performed by or on behalf of Tenant shall be performed: (a) at Tenant’s sole cost and expense, which shall include, without limitation, payment to Landlord of have obtained Landlord’s reasonable out-of-pocket costs incurred by Landlord to review Tenant’s plans and specifications for the Alterations; (b) in a diligent and good and workmanlike manner; (c) in compliance with approval of all Applicable Laws and in substantial conformance with the plans and specifications therefor submitted by Tenant to Landlord (and Main Lease approved by Landlordplans, to the extent such approval was required); (d) by specifications, drawings, contractors and subcontractors selected by Tenant and reasonably approved by Landlord (except that Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Landlord’s reasonable, non-discriminatory construction rules and regulations (which shall be made available to Tenant upon request); and (f) in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to unreasonably interfere Landlord’s normal and customary business operations at the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary uses. In addition, prior to the commencement of Tenant’s construction of the Alterations; provided, however, a contractor of Landlord’s reasonable selection shall perform all mechanical, electrical, plumbing, structural, and heating, ventilation and air conditioning work, and, so long as such Alterationswork is competitively priced, such work shall be performed at Tenant’s cost. Tenant shall provide Landlord with evidence that Tenant or its contractor carries agrees to carry “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterations, and such other insurance as is then customary for similar type alterations in the area. In addition, Landlord may reasonably requiremay, in its reasonable discretion, require Tenant to obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the lien-free completion of such Alterations and naming Landlord as a co-obligee. Further, Tenant shall pay to Landlord or its agent a supervision fee based on Landlord’s actual cost of supervision, not to exceed five percent (5%) of the cost of such work (which fee shall not apply to any Cosmetic Alterations, as defined above). The supervision fee applicable to the initial Tenant Improvements constructed in accordance with the Tenant Work Letter will be governed by the terms of the Tenant Work Letter and not this Section 8.2. Tenant shall construct such Alterations and perform such repairs in conformance with any and all applicable laws and pursuant to a valid building permit, issued by the appropriate governmental authorities, in conformance with Landlord’s construction rules and regulations and in a diligent, good and workmanlike manner. If such Alterations trigger a legal requirement upon Landlord to make any Alterations or improvements to the Building or Common Areas, Tenant shall, as Additional Rent, reimburse Landlord for the cost thereof within twenty thirty (2030) days after demandfollowing receipt of an invoice therefor. Landlord’s approval of the plans, remove specifications and working drawings for Tenant’s Alterations shall create no responsibility or bond against liability on the part of Landlord for their completeness, design sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authorities. Upon completion of any liens imposed against Alterations, Tenant agrees to cause a Notice of Completion (or equivalent) to be posted (if applicable) and recorded in the office of the Recorder of the County in which the Building or Project as is located in accordance with all applicable state statutes, and Tenant shall deliver to the Building management office a result reproducible copy of the performance by Tenant “as built” drawings of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Project, and shall indemnify, defend and hold Landlord harmless from and against all Claims in connection with any such liensAlterations.

Manner of Construction. All Landlord may impose, as a condition of its consent to any and all Alterations performed or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably approved by Landlord, and the requirement that upon Landlord's timely request (which request must be made, if at all, at the time of Landlord's consent to such Alteration), Tenant shall, at Tenant's expense, remove such Alterations upon the expiration or on behalf any early termination of the Lease Term and return the affected portion of the Premises to a building standard tenant improved condition as determined by Landlord. Tenant shall be performed: (a) at Tenant’s sole cost construct such Alterations and expense, which shall include, without limitation, payment to Landlord of Landlord’s reasonable out-of-pocket costs incurred by Landlord to review Tenant’s plans and specifications for the Alterations; (b) perform such repairs in a diligent and good and workmanlike manner; (c) , in compliance with all Applicable Laws and in substantial conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the plans and specifications therefor submitted by Tenant to Landlord (and Main Lease approved by LandlordCity of San Diego, to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord (except that Landlord may reasonably designate the contractors and subcontractors to perform California, all B/S Alterations provided such contractors and subcontractors are unrelated to Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Landlord’s reasonable, non-discriminatory 's construction rules and regulations regulations; provided, however, that prior to commencing to construct any Alteration (except with regard to Cosmetic Alterations), Tenant shall meet with Landlord to discuss Landlord's design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the "Base Building," as that term is defined below, then Landlord shall, at Tenant's expense, make such changes to the Base Building. The "BASE BUILDING" shall be made available to include the Building Structure, and the public restrooms, elevators, fire stairwells and the systems and equipment (including the electrical, life safety, plumbing, sprinkler systems and HVAC systems) located in the internal core of the Building on the floor or floors on which the Premises are located. In performing the work of any such Alterations, Tenant upon request); and (f) shall have the work performed in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to unreasonably interfere obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord’s normal and customary business operations at 's reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary usesthe Common Areas. In additionaddition to Tenant's obligations under Article 9 of this Lease, prior to the commencement upon completion of such any Alterations, Tenant shall provide Landlord agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego, California, in accordance with evidence that Tenant Section 3093 of the Civil Code of the State of California or its contractor carries “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterationsany successor statute, and such other insurance as Landlord may reasonably require. Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against shall deliver to the Building or Project as construction manager a result reproducible copy of the performance "as built" drawings of the Alterations as well as all permits, approvals and other documents issued by Tenant of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Project, and shall indemnify, defend and hold Landlord harmless from and against all Claims governmental agency in connection with any the Alterations, if such liensAlterations are of a type for which as-built plans are reasonably available.

Manner of Construction. All Landlord may impose, as a condition of its consent to all Alterations performed by or on behalf repairs of the Premises or about the Premises, such requirements as Landlord in its sole discretion may deem desirable, including, but not limited to, the requirement that upon Landlord’s request (made at the time Landlord gives its consent to the proposed Alterations, if Tenant shall requests in writing that Landlord identify whether or not such Alterations must be performed: (a) removed upon the expiration or earlier termination of this Lease), Tenant shall, at Tenant’s sole cost and expense, which shall includeremove such Alterations upon the expiration or any early termination of the Lease Term, without limitationand/or the requirement that Tenant utilize for such purposes only contractors, payment materials, mechanics and materialmen approved by Landlord. All work with respect to Landlord of Landlord’s reasonable out-of-pocket costs incurred by Landlord to review Tenant’s plans and specifications for the Alterations; (b) any Alterations must be done in a diligent and good and workmanlike manner; (c) , by properly licensed and insured contractors, in compliance with all Applicable Laws applicable laws and in substantial conformance with the plans and specifications therefor submitted by Tenant to Landlord (and Main Lease approved by Landlord, to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord (except that Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Landlord’s reasonable, non-discriminatory construction rules and regulations (which regulations, and diligently prosecuted to completion to the end that the Premises shall at all times be made available to a complete unit except during the period of work. In performing the work of any such Alterations, Tenant upon request); and (f) shall have the work performed in such manner so as not to unreasonably obstruct access to the Building or Project or any portion thereof, by the common areas for any other tenant of the ProjectBuilding, and so as not to unreasonably interfere Landlord’s normal and customary obstruct the business operations at the Building or Project of Landlord or other tenants’ tenants of the Project, or occupants’ use or enjoyment of their premises for reasonable and customary usesinterfere with the labor force working in the Project. In addition, prior to the commencement of such event that Tenant makes any Alterations, Tenant shall provide Landlord with evidence that Tenant or its contractor carries agrees to carry “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterations, and such other insurance as Landlord may reasonably require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to Article 10 of this Lease immediately upon completion thereof. In addition, Landlord may post notices of non-responsibility at the Premises and/or on the Building. Upon completion of any Alterations, Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the county in which the Building or Project as a result is located in accordance with Section 3093 of the performance by Tenant Civil Code of the State of California or any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Projectsuccessor statute, and Tenant shall indemnify, defend and hold Landlord harmless from and against all Claims in connection with any such liensdeliver to the Building management office a reproducible copy of the “as built” drawings of the Alterations (including Alterations for which Landlord’s consent is not required under Section 8.1 above).

Manner of Construction. All Landlord shall have the exclusive right, at Landlord's option, but not the obligation, to make the Alterations performed by at Tenant's sole cost and expense. Prior to the commencement of construction of any Alterations or on behalf of repairs, Tenant shall be performed: (a) submit to Landlord, for Landlord's review and approval in its reasonable discretion, all plans, specifications and working drawings relating thereto. Tenant, at Tenant’s its sole cost and expense, which shall includeretain an architect/space planner selected by Tenant, without limitation, payment to Landlord of Landlord’s reasonable out-of-pocket costs incurred by Landlord to review Tenant’s plans and specifications for the Alterations; (b) in a diligent and good and workmanlike manner; (c) in compliance with all Applicable Laws and in substantial conformance with the plans and specifications therefor submitted by Tenant to Landlord (and Main Lease reasonably approved by Landlord, to prepare such plans, specifications and working drawings; provided that, Tenant shall also retain the extent such engineering consultants designated by Landlord to prepare all plans and engineering working drawings, if any, relating to the structural, mechanical, electrical, plumbing, HVAC, life safety and sprinkler work of the Alterations. Tenant shall cause each architect/space planner and engineer retained by Tenant to follow Landlord's standard construction administration procedures and to utilize the standard specifications and details for the Building, all as promulgated by Landlord from time to time. Tenant and Tenant's architect/space planner shall verify, in the field, the dimensions and conditions, as shown on the relevant portions of the "Base Building" plans, and Tenant and Tenant's architect / space planner shall be solely responsible for the same, and Landlord shall have no responsibility in connection therewith. Landlord's review of plans, specifications and working drawings as set forth in this Section 8.2, shall be for its sole purpose and shall not imply Landlord's review of the same, or obligate Landlord to review the same, for quality, design, compliance with applicable building codes or other like matters. Accordingly, notwithstanding that any plans, specifications or working drawings are reviewed by Landlord or its space planner, architect, engineers and consultants, and notwithstanding any advice or assistance which may be rendered to Tenant by Landlord or Landlord's space planner, architect, engineers, and consultants, Landlord shall have no liability whatsoever in connection therewith and shall not be responsible for any omissions or errors contained in the plans, specifications and working drawings for the Alterations, and Tenant's waiver and indemnity set forth in Section 10.1 of this Lease, below, shall specifically apply to the plans, specifications and working drawings for the Alterations. Following Landlord's approval was required); (d) by contractors in its reasonable discretion of all plans, specifications and subcontractors working drawings for the Alterations, a contractor to construct the Alterations shall be selected by Tenant and reasonably from the list of contractors approved by Landlord or, at Tenant's option, exercisable by written notice to Landlord, pursuant to a competitive bidding process. If Tenant shall select a contractor from Landlord's list of approved contractors, then Landlord shall provide to Tenant an itemized statement of costs, as set forth in the proposed contract with such contractor. If Tenant shall elect to have a contractor selected by a competitive bidding process, then (except i) Landlord shall solicit bids for construction of the Alterations from three (3) qualified, licensed and reputable contractors selected by Landlord (each of which contractors shall be notified in the bidding package of the requirement that, unless Landlord otherwise requires, the selected contractor shall use the fire, life safety subcontractor designated by Landlord), (ii) Landlord shall perform a reconciliation of the submitted bids to adjust for inconsistent or incorrect assumptions so that a like-kind comparison can be made and a low bid determined, and (iii) Landlord may reasonably designate shall provide to Tenant an itemized statement of costs, as set forth in the contractors proposed contract with the contractor wh submits the lowest bid. Tenant shall approve and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated deliver to Landlord the itemized statement of costs provided to Tenant in accordance with this Section 8.2, and agree to perform upon receipt of such work at competitive prices and are reasonably available); (e) in conformance with itemized statement of costs by Landlord’s reasonable, non-discriminatory construction rules and regulations (which Landlord shall be made available released by Tenant (i) to retain the contractor who submitted such itemized statement of costs, and (ii) to purchase the items set forth in such itemized statement of costs and to commence the construction relating to such items. Landlord hereby assigns to Tenant all warranties and guaranties by the contractor selected in accordance with this Section 8.2 to construct the Alterations, and Tenant hereby waives all claims against Landlord relating to, or arising out of the construction of, the Alterations. In the event Tenant requests any Alterations in the Premises which require or give rise to governmentally required changes to the "Base Building," as that term is defined below, then Landlord shall, at Tenant's expense, make such changes to the Base Building. As used in this Lease, the "Base Building" shall include the structural portions of the Building, and the public restrooms, elevators, exit stairwells and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are located. In addition to Tenant's obligations under Article 9 of this Lease, upon request); completion of any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County in which the Project is located in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and (f) in such manner so as not to unreasonably obstruct access Tenant shall deliver to the Project or any portion thereofconstruction manager a reproducible copy of the "as built" drawings of the Alterations as well as all permit, approvals and other documents issued by any other tenant of the Project, and so as not to unreasonably interfere Landlord’s normal and customary business operations at the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary uses. In addition, prior to the commencement of such Alterations, Tenant shall provide Landlord with evidence that Tenant or its contractor carries “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterations, and such other insurance as Landlord may reasonably require. Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against the Building or Project as a result of the performance by Tenant of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Project, and shall indemnify, defend and hold Landlord harmless from and against all Claims governmental agency in connection with any such liensthe Alterations.

Manner of Construction. All Landlord may impose, as a condition of its consent to all Alterations performed or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem necessary to prevent a Design Problem (as that term is defined in Exhibit B) from occurring and to prevent any unreasonable interference with other tenants normal and customary business activities, including, but not limited to, the requirement that upon Landlord's request (which election must be made by Landlord at the time Tenant requests Landlord's consent to such Alterations), Tenant shall, at Tenant's expense, remove such Alterations upon the expiration or on behalf any early termination of the Lease Term (provided that Tenant shall not be performed: (a) at Tenant’s sole cost required to remove any Alterations which are customary and expensetypical for business office operations subject to Section 8.4 below), which shall includeand/or the requirement that Tenant utilize for such purposes only contractors, without limitationmaterials, payment to Landlord of Landlord’s reasonable out-of-pocket costs incurred by Landlord to review Tenant’s plans mechanics and specifications for the Alterations; (b) in a diligent and good and workmanlike manner; (c) in compliance with all Applicable Laws and in substantial conformance with the plans and specifications therefor submitted by Tenant to Landlord (and Main Lease materialmen reasonably approved by Landlord. In any event, to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably a contractor approved by Landlord (except that Landlord may reasonably designate the contractors and subcontractors to shall perform all B/S mechanical, electrical, plumbing, structural, and heating, ventilation and air conditioning work, and such work shall be performed at Tenant's cost. Tenant shall construct such Alterations provided such contractors and subcontractors are unrelated to Landlord and agree to perform such work at competitive prices repairs in conformance with any and are reasonably available); (e) all applicable rules and regulations of any federal, state, county or municipal code or ordinance and pursuant to a valid building permit, issued by the city in which the Building is located, in conformance with Landlord’s reasonable, non-discriminatory 's construction rules and regulations (which identified on Exhibit F and any modifications thereto that do not materially increase Tenant's obligations or materially decrease Tenant's rights. Landlord's approval of the plans, specifications and working drawings for Tenant's Alterations shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authorities. All work with respect to any Alterations must be made available done in a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises shall at all times be a complete unit except during the period of work. In performing the work of any such Alterations, Tenant upon request); and (f) shall have the work performed in such manner so as not to unreasonably obstruct access to the Project Building or any portion thereof, by the common areas for any other tenant of the ProjectBuilding, and so as not to unreasonably interfere Landlord’s normal and customary obstruct the business operations at the Building or Project of Landlord or other tenants’ tenants in the Building, or occupants’ use or enjoyment of their premises for reasonable and customary usesinterfere with the labor force working in the Building. In addition, prior to the commencement of such event that Tenant makes any Alterations, Tenant shall provide Landlord with evidence that Tenant or its contractor carries “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (not agrees to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterations, and such other insurance as Landlord may reasonably require. Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against the Building or Project as a result of the performance by Tenant of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Project, and shall indemnify, defend and hold Landlord harmless from and against all Claims in connection with any such liens.carry

Manner of Construction. All Landlord may impose, as a condition of its consent to any and all Alterations performed or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors, subcontractors, materials, mechanics and materialmen selected by Tenant from a list provided and approved by Landlord, the requirement that upon Landlord's request, Tenant shall, at Tenant's expense, remove such Alterations upon the expiration or on behalf any early termination of the Lease Term (subject to the terms of Section 8.5, below). Tenant shall be performed: (a) at Tenant’s sole cost construct such Alterations and expense, which shall include, without limitation, payment to Landlord of Landlord’s reasonable out-of-pocket costs incurred by Landlord to review Tenant’s plans and specifications for the Alterations; (b) perform such repairs in a diligent and good and workmanlike manner; (c) , in compliance with all Applicable Laws and in substantial conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the plans and specifications therefor submitted by Tenant to Landlord (and Main Lease approved by LandlordCity of San Xxxxxx, to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord (except that Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Landlord’s reasonable, non-discriminatory 's construction rules and regulations (regulations; provided, however, that prior to commencing to construct any Alteration, Tenant shall meet with Landlord to discuss Landlord's design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the "Base Building", then Landlord shall, at Tenant's expense, make such changes to the Base Building. The "Base Building" shall be made available to include the structural portions of the Building, and the public restrooms, elevators, exit stairwells and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises is located. In performing the work of any such Alterations, Tenant upon request); and (f) shall have the work performed in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to unreasonably interfere obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord’s normal and customary business operations at 's reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary usesthe Common Areas. In additionaddition to Tenant's obligations under Article 9 of this Lease, prior to the commencement upon completion of such any Alterations, Tenant shall provide Landlord agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Mateo in accordance with evidence that Tenant Section 8182 of the Civil Code of the State of California or its contractor carries “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterationsany successor statute, and such other insurance as Landlord may reasonably require. Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against shall deliver to the Building or Project as construction manager a result reproducible copy of the performance "as built" drawings of the Alterations as well as all permits, approvals and other documents issued by Tenant of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Project, and shall indemnify, defend and hold Landlord harmless from and against all Claims governmental agency in connection with any such liensthe Alterations.

Manner of Construction. All Landlord may impose, as a condition of its consent to all Alterations performed by or on behalf repairs of the Premises or about the Premises, such requirements as Landlord in its sole discretion may deem desirable, including, but not limited to, the requirement that upon Landlord's request, Tenant shall be performed: (a) shall, at Tenant’s sole cost and 's expense, which remove such Alterations upon the expiration or any early termination of the Lease Term, and/or the requirement that Tenant utilize for such purposes only contractors, materials, mechanics and materialmen selected by Landlord. Landlord's approval of the plans, specifications and working drawings for Tenant's Alterations shall includecreate no responsibility or liability on the part of Landlord for their completeness, without limitationdesign sufficiency, payment or compliance with all laws, rules and regulations of governmental agencies or authorities. All work with respect to Landlord of Landlord’s reasonable out-of-pocket costs incurred by Landlord to review Tenant’s plans and specifications for the Alterations; (b) any Alterations must be done in a diligent and good and workmanlike manner; (c) manner in compliance with all Applicable Laws applicable laws and in substantial conformance with the plans and specifications therefor submitted by Tenant to Landlord (and Main Lease approved by Landlord, to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord (except that Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Landlord’s reasonable, non-discriminatory 's construction rules and regulations, and diligently prosecuted to completion to the end that the Premises shall at all times be a complete unit except during the period of work. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the "Base Building," as that term is defined below, then Landlord shall, at Tenant's expense, make such changes to the Base Building. The "Base Building" shall include the structural portions of the Building, and the public restrooms and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are located. If any Alterations will involve the use of or disturb hazardous materials or substances existing in the Premises, Tenant shall comply with Landlord's rules and regulations (which concerning such hazardous materials or substances. In performing the work of any such Alterations, Tenant shall be made available to Tenant upon request); and (f) have the work performed in such manner so as not to unreasonably obstruct access to the Project Building or any portion thereof, by the common areas for any other tenant of the ProjectBuilding, and so as not to unreasonably interfere Landlord’s normal and customary obstruct the business operations at the Building or Project of Landlord or other tenants’ tenants in the Building, or occupants’ use or enjoyment of their premises for reasonable and customary usesinterfere with the labor force working in the Building. In addition, prior to the commencement of such event that Tenant makes any Alterations, Tenant shall provide Landlord with evidence that Tenant or its contractor carries “agrees to carry "Builder’s 's All Risk” " insurance in an amount reasonably approved by Landlord (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterations, and such other insurance as Landlord may reasonably require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to Article 10 of this Lease immediately upon completion thereof. In addition, Landlord may, in its discretion, require Tenant shallto obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the lien-free completion of such Alterations and naming Landlord as a co-obligee. Upon completion of any Alterations, within twenty (20) days after demand, remove or bond against any liens imposed against Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the county in which the Building or Project as a result is located in accordance with Section 3093 of the performance by Tenant Civil Code of the State of California or any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Projectsuccessor statute, and Tenant shall indemnify, defend and hold Landlord harmless from and against all Claims in connection with any such liensdeliver to the Building management office a reproducible copy of the "as built" drawings of the Alterations.

Manner of Construction. All Landlord may impose, as a condition of its consent to all Alterations performed by or on behalf repairs of the Premises or about the Premises, such requirements as Landlord in its sole discretion may deem desirable, including, but not limited to, the requirement that upon Landlord's request, Tenant shall, at Tenant's expense, remove such Alterations upon the expiration or any early termination of the Lease Term (provided that Tenant shall not be performed: (a) required to remove any Alterations which are customary and typical for business office operations subject to Section 8.4 below), and/or the requirement that Tenant utilize for such purposes only contractors, materials, mechanics and materialmen reasonably selected by Landlord. In any event, a contractor of Landlord's selection shall perform all mechanical, electrical, plumbing, structural, and heating, ventilation and air conditioning work, and such work shall be performed at Tenant’s sole cost 's cost. Tenant shall construct such Alterations and expense, which shall include, without limitation, payment to Landlord of Landlord’s reasonable out-of-pocket costs incurred by Landlord to review Tenant’s plans and specifications for the Alterations; (b) perform such repairs in a diligent and good and workmanlike manner; (c) in compliance with all Applicable Laws and in substantial conformance with any and all applicable rules and regulations of any federal, state, county or municipal code or ordinance and pursuant to a valid building permit, issued by the plans and specifications therefor submitted by Tenant to Landlord (and Main Lease approved by Landlordcity in which the Building is located, to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord (except that Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Landlord’s reasonable, non-discriminatory 's construction rules and regulations. Landlord's approval of the plans, specifications and working drawings for Tenant's Alterations shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all laws, rules and regulations (which of governmental agencies or authorities. All work with respect to any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises shall at all times be made available to a complete unit except during the period of work. In performing the work of any such Alterations, Tenant upon request); and (f) shall have the work performed in such manner so as not to unreasonably obstruct access to the Project Building or any portion thereof, by the common areas for any other tenant of the ProjectBuilding, and so as not to unreasonably interfere Landlord’s normal and customary obstruct the business operations at the Building or Project of Landlord or other tenants’ tenants in the Building, or occupants’ use or enjoyment of their premises for reasonable and customary usesinterfere with the labor force working in the Building. In addition, prior to the commencement of such event that Tenant makes any Alterations, Tenant shall provide Landlord with evidence that Tenant or its contractor carries “agrees to carry "Builder’s 's All Risk” " insurance in an amount reasonably approved by Landlord (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterations, and such other insurance as Landlord may reasonably require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to Article 10 of this Lease immediately upon completion thereof. In addition, Landlord may, in its discretion, require Tenant shallto obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the lien-free completion of such Alterations and naming Landlord as a co-obligee. Upon completion of any Alterations, within twenty (20) days after demand, remove or bond against any liens imposed against Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the county in which the Building or Project as a result is located in accordance with Section 3093 of the performance by Tenant Civil Code of the State of California or any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Projectsuccessor statute, and Tenant shall indemnify, defend and hold Landlord harmless from and against all Claims in connection with any such liensdeliver to the Building management office a reproducible copy of the "as built" drawings of the Alterations.

Manner of Construction. All Landlord may impose, as a condition of its consent to any and all Alterations performed or repairs of the Premises or about the Premises, such requirements as Landlord may reasonably require, including, but not limited to, the requirement that Tenant shall, at Tenant's expense, remove such Alterations upon the expiration or any early termination of the Lease Term, provided Landlord imposed such removal requirement as a condition to consenting to such Alterations when they are installed, and/or the requirement that Tenant utilize for such purposes only contractors, subcontractors, materials, mechanics and materialmen approved by Landlord (which approval (as indicated in Section 29.4 below) shall not be unreasonably withheld or on behalf of delayed). In any event, Tenant shall be performed: (a) at Tenant’s sole cost and expense, which shall include, without limitation, payment to Landlord utilize subcontractors of Landlord’s reasonable out's selection to perform any and all work that may affect the Building Systems and Equipment, structural aspects of the Building, the Base Shell or Core or exterior appearance of the Building or Common Areas provided that (i) if such subcontractors are unwilling or unable to perform such work, Tenant may utilize the services of any other qualified subcontractor which normally and regularly performs similar work in comparable first-of-pocket costs incurred class, institutional quality, office buildings in the San Diego, California area, and (ii) Landlord shall cause such subcontractor selected by Landlord to review Tenant’s plans charge Tenant for such work in an amount equal to the cost that a comparable, first-class, reputable and specifications for reliable subcontractor would have charged Tenant if selected pursuant to competitive bidding procedures (and if such subcontractor refuses to meet such pricing requirements, Landlord shall have the Alterations; (boption to either pay the excess charges of such subcontractor or to permit Tenant to utilize any other qualified subcontractor which meets the requirements of subsection 8.2(i) above). Tenant shall construct such Alterations and perform such repairs in a diligent conformance with any and good and workmanlike manner; (c) in compliance with all Applicable Laws and in substantial conformance with pursuant to a valid building permit, issued by the plans and specifications therefor submitted by Tenant to Landlord (and Main Lease approved by LandlordCity of San Diego, to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord (except that Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Landlord’s reasonable, non-discriminatory 's construction rules and regulations (which regulations. All work with respect to any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises shall at all times be made available to a complete unit except during the period of work. In performing the work of any such Alterations, Tenant upon request); and (f) shall have the work performed in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, thereof by any other tenant of the Project, and so as not to unreasonably interfere Landlord’s normal and customary obstruct the business operations at of other tenants in the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary usesProject. In additionaddition to Tenant's obligations under Article 9 of this Lease, prior to the commencement upon completion of such any Alterations, Tenant shall provide Landlord agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Diego in accordance with evidence that Tenant California Civil Code Section 3093 or its contractor carries “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterationsany successor statute, and such other insurance as Landlord may reasonably require. Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against shall deliver to the Building or Project as management office a result reproducible copy of the performance by Tenant "as built" drawings of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Project, and shall indemnify, defend and hold Landlord harmless from and against all Claims in connection with any such liensAlterations.

Manner of Construction. All Landlord may impose, as a condition of its ------------------------ consent to all Alterations performed or repairs of the Premises or about the Premises, such requirements as Landlord in its sole discretion may deem desirable including, but not limited to, the requirement that upon Landlord's request, Tenant shall, at Tenant's expense, remove such Alterations upon the expiration or any early termination of the Lease Term, and/or the requirement that Tenant utilize for such purposes only contractors, materials, mechanics and materialmen selected by Landlord. If such Alterations will involve the use of or on behalf of disturb hazardous materials or substances existing in the Premises, Tenant shall be performed: (a) at Tenant’s sole cost comply with Landlord's rules and expense, which regulations concerning such hazardous materials or substances. Tenant shall include, without limitation, payment to Landlord of Landlord’s reasonable out-of-pocket costs incurred by Landlord to review Tenant’s plans construct such Alterations and specifications for the Alterations; (b) perform such repairs in a diligent and good and workmanlike manner; (c) in compliance with all Applicable Laws and in substantial conformance with any and all applicable rules and regulations of any federal, state, county or municipal code or ordinance and pursuant to a valid building permit, issued by the plans and specifications therefor submitted by Tenant to Landlord (and Main Lease approved by Landlordapplicable municipality, to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord (except that Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Landlord’s reasonable, non-discriminatory 's construction rules and regulations (which regulations. All work with respect to any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises shall at all times be made available to a complete unit except during the period of work. In performing the work of any such Alterations, Tenant upon request); and (f) shall have the work performed in such manner so as not to unreasonably obstruct access to the Project Building or any portion thereof, by the common areas for any other tenant of the ProjectBuilding, and so as not to unreasonably interfere Landlord’s normal and customary obstruct the business operations at the Building or Project of Landlord or other tenants’ tenants in the Building, or occupants’ use or enjoyment interfere with the labor force working in the Building. Upon completion of their premises for reasonable and customary uses. In addition, prior to the commencement of such any Alterations, Tenant shall provide Landlord agrees to (i) cause a timely Notice of Completion to be recorded in the office of the Recorder of the local county in accordance with evidence that Tenant the terms of Section 3093 of the Civil Code of the State of California or its contractor carries “Builder’s All Risk” insurance in an amount reasonably approved by Landlord any successor statute, (not ii) deliver to exceed the amount Building management office a reproducible copy of coverage typically required by landlords the "as built" drawings of Comparable Buildings) covering the construction of such Alterations, and such other insurance as (iii) deliver to Landlord may reasonably require. Tenant shallevidence of payment, within twenty (20) days after demandcontractors' affidavits and full and final waivers of all liens for labor, remove services or bond against any liens imposed against the Building or Project as a result of the performance by Tenant of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Project, and shall indemnify, defend and hold Landlord harmless from and against all Claims in connection with any such liensmaterials.

Manner of Construction. All Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable as to the manner in which such Alterations or repairs will be performed, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors reasonably approved by Landlord, and any removal and/or restoration obligations required to be performed pursuant to the TCCs of Section 8.5 of this Lease. If Landlord fails to respond with its approval or disapproval of Tenant’s contractors within five (5) business days, then Tenant may send Landlord a reminder notice setting forth such failure containing the following sentence at the top of such request in bold, capitalized font at least twelve (12) points in size: “LANDLORD’S FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS SHALL RESULT IN LANDLORD’S DEEMED APPROVAL OF TENANT’S CONTRACTOR” (the “Contractor Reminder Notice”). If Landlord fails to respond within two (2) business days after receipt of a Contractor Reminder Notice, then Tenant’s contractor for which Tenant requested Landlord’s approval shall be deemed approved by Landlord. If Landlord shall give its consent, the consent shall be deemed conditioned upon Tenant acquiring a permit to do the work from appropriate governmental agencies, the furnishing of a copy of such permit to Landlord prior to the commencement of the work, and the compliance by Tenant with all conditions of said permit in a prompt and expeditious manner. If such Alterations will involve the use of or on behalf of disturb hazardous materials or substances existing in the Premises, Tenant shall be performed: (a) at Tenant’s sole cost and expense, which shall include, without limitation, payment to Landlord of comply with Landlord’s reasonable out-of-pocket costs incurred by Landlord to review Tenant’s plans rules and specifications for the Alterations; (b) regulations concerning such hazardous materials or substances. Tenant shall construct such Alterations and perform such repairs in a diligent and good and workmanlike manner; (c) , in compliance with all Applicable Laws and in substantial conformance with any and all applicable Laws, and pursuant to a valid building permit, issued by the plans and specifications therefor submitted by Tenant to Landlord city in which the Building is located (and Main Lease approved by Landlordor other applicable governmental authority), to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord (except that Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Landlord’s reasonableConstruction Rules and Regulation (as defined below). In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the “Base Building,” as that term is defined below, non-discriminatory construction rules then Landlord shall, at Tenant’s expense, make such changes to the Base Building. The “Base Building” shall include the Building Structure and regulations (which the Building Systems. In performing the work of any such Alterations, Tenant shall be made available to Tenant upon request); and (f) have the work performed in such manner so as not to unreasonably materially obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to unreasonably interfere materially obstruct the business of Landlord or other tenants in the Project. Tenant shall retain any union trades to the extent designated by Landlord. Further, Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord’s normal and customary business operations at reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or Project the Common Areas. In addition to Tenant’s obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Francisco in accordance with Section 8182 of the Civil Code of the State of California or any successor statute and Tenant shall deliver to the property manager a reproducible copy of the “as built” and CAD drawings of the Alterations, to the extent applicable, as well as copies of all permits, approvals and other tenants’ or occupants’ use or enjoyment of their premises for documents issued by any governmental agency in connection with the Alterations. “Construction Rules and Regulations” shall be the reasonable and customary uses. In addition, prior to the commencement of such Alterations, Tenant shall provide Landlord with evidence that Tenant or its contractor carries “Builder’s All Risk” insurance in an amount reasonably approved rules and regulations promulgated by Landlord (not regarding construction performed by tenants of the Building and provided to exceed Tenant in writing, which shall be materially consistent with the amount construction rules and regulations of coverage typically required by landlords of other Comparable Buildings) covering . To the construction extent of such Alterations, any conflict between the terms and such other insurance as Landlord may reasonably require. Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against the Building or Project as a result conditions of the performance by Tenant Construction Rules and Regulations and the terms and conditions of any Alterations and/or installation by Tenant this Lease, the terms and conditions of any furniture, fixtures or equipment in or at the Premises, Building or Project, and this Lease shall indemnify, defend and hold Landlord harmless from and against all Claims in connection with any such lienscontrol.

Manner of Construction. All Alterations In the event Landlord consents to any Work, ---------------------- such Work shall be performed by contractors, subcontractors, and mechanics that Landlord has consented to in advance, which consent shall not be unreasonably withheld; conditioned or on behalf delayed, provided, Landlord reserves the right to cause any portion of such Work which affects the Building's structure or any Building system (such as the heating, ventilating and air conditioning systems, the plumbing system, life safety and the electrical system) to be performed by contractors, subcontractors and mechanics of Landlord's choosing, in which event Tenant shall be performed: (a) at Tenant’s sole pay the reasonable cost of preparation of the plans and expensepermits and fees of said contractors, which subcontractors and mechanics. Furthermore, Landlord reserves the right to require Tenant to retain only union contractors. Before commencement of any Work or delivery of any materials into the Premises or the Building, Tenant shall includefurnish to Landlord, without limitationfor its prior written approval, payment to Landlord of Landlord’s reasonable out-of-pocket costs incurred by Landlord to review Tenant’s architectural plans and specifications for the Alterations; (b) in certified by a diligent and good and workmanlike manner; (c) in compliance with all Applicable Laws and in substantial conformance with the plans and specifications therefor submitted by Tenant licensed architect or engineer reasonably acceptable to Landlord (and Main Lease approved by Landlord, to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord (except that Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Landlord’s reasonable, non-discriminatory construction rules and regulations (which shall be made available to Tenant upon request); and (f) in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to unreasonably interfere Landlord’s normal and customary business operations at the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary uses. In addition, prior to the commencement of such Alterations, Tenant shall provide Landlord with evidence that Tenant or its contractor carries “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterations, and such other insurance documentation as Landlord may shall reasonably requirerequest. Tenant shallagrees to contract directly with such approved contractors, within twenty (20) days after demand, remove or bond against any liens imposed against the Building or Project as a result of the performance by subcontractors and mechanics. Tenant of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Project, and shall agrees to indemnify, defend defend, protect and hold Landlord Landlord, its agents, partners, officers, servants and employees forever harmless from and against all Claims claims and liabilities of every kind, nature and description which may arise out of or in connection any way be connected with any such liensWork. Tenant shall pay the reasonable costs incurred by Landlord in reviewing plans and materials submitted to Landlord for approval. In addition, promptly after being billed therefor by Landlord, Tenant shall pay to Landlord a supervisory fee equal to 5% of the cost of all Work. Landlord's review of the plans and materials submitted to Landlord as set forth in this Section 9.2, shall be for its sole purpose and shall not imply Landlord's review of the same, or obligate Landlord to review the same, for quality, design, Code compliance or other like matters. Accordingly, notwithstanding that any plans and materials submitted to Landlord are reviewed by Landlord or its space planner, architect, engineers and consultants, and notwithstanding any advice or assistance which may be rendered to Tenant by Landlord or Landlord's space planner, architect, engineers, and consultants, Landlord shall have no liability whatsoever in connection therewith and shall not be responsible for any omissions or errors contained therein, and Tenant's waiver and indemnity set forth in Section 14 of this Lease shall specifically apply thereto. Tenant shall pay the cost of all such Work and the cost of repairing, decorating and altering the Premises and the Building occasioned by any such Work. In the event the cost of the Work exceeds Twenty- Five Thousand and No/100 ($25,000.00) Dollars, Landlord shall have the right, as a condition to approval, to require Tenant to provide reasonable security to insure the payment of all costs of the Work. All alterations, improvements, additions and installations to or on the Premises (including the initial Tenant Improvements constructed pursuant to the Work Letter), if any, shall become part of the Premises at the time of installation.

Manner of Construction. All Landlord may impose, as a condition of its consent to all Alterations performed by or on behalf repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant shall be performed: (a) at Tenant’s sole cost utilize for such purposes only contractors, materials, mechanics and expense, which shall include, without limitation, payment to Landlord of Landlord’s reasonable out-of-pocket costs incurred by Landlord to review Tenant’s plans and specifications for the Alterations; (b) in a diligent and good and workmanlike manner; (c) in compliance with all Applicable Laws and in substantial conformance with the plans and specifications therefor submitted by Tenant to Landlord (and Main Lease materialmen approved by Landlord; provided, to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord (except that however, Landlord may reasonably designate impose such requirements as Landlord may determine, in its sole and absolute discretion, with respect to any work affecting the structural components of the Building or Systems and Equipment (including designating specific contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Landlord and agree to perform such work at competitive prices work). Tenant shall construct such Alterations and are reasonably available); perform such repairs in conformance with any and all applicable rules and regulations of any federal, state, county or municipal code or ordinance (eincluding, California Energy Code, Title 24) and pursuant to a valid building permit, issued by the city in which the Project is located, and in conformance with Landlord’s reasonable, non-discriminatory construction rules and regulations. Landlord’s approval of the plans, specifications and working drawings for Tenant’s Alterations shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all laws, rules and regulations (which of governmental agencies or authorities. All work with respect to any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises shall at all times be made available to a complete unit except during the period of work. In performing the work of any such Alterations, Tenant upon request); and (f) shall have the work performed in such manner so as not to unreasonably obstruct access to the Building or Project or any portion thereof, by the common areas for any other tenant of the Project, and so as not to unreasonably obstruct the business of Landlord or other tenants of the Project, or interfere Landlord’s normal and customary business operations with the labor force working at the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary usesProject. In addition, prior to the commencement of such If Tenant makes any Alterations, Tenant shall provide Landlord with evidence that Tenant or its contractor carries agrees to carry “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterations, and such other insurance as Landlord may reasonably require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to Article 10 of this Lease immediately upon completion thereof. In addition, Landlord may, in its discretion, require Tenant shall, within twenty (20) days after demand, remove to obtain a lien and completion bond or bond against any liens imposed against some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the Building or Project lien-free completion of such Alterations and naming Landlord as a result co-obligee. Upon completion of any Alterations, Tenant shall (i) cause a Notice of Completion to be recorded in the office of the performance by Tenant Recorder of the county in which the Project is located in accordance with Section 3093 of the Civil Code of the State of California or any Alterations and/or installation by Tenant successor statute, (ii) deliver to the management office of any furniture, fixtures or equipment in or at the Premises, Building or ProjectProject a reproducible copy of the “as built” drawings of the Alterations, and shall indemnify(iii) deliver to Landlord evidence of payment, defend contractors’ affidavits and hold Landlord harmless from full and against final waivers of all Claims in connection with any such liensliens for labor, services or materials.

Manner of Construction. All Alterations performed by or on behalf of Tenant shall be performed: (a) at Tenant’s sole cost and expense, which shall include, without limitation, payment to Landlord of have obtained Landlord’s reasonable out-of-pocket costs incurred by Landlord to review Tenant’s plans and specifications for the Alterations; (b) in a diligent and good and workmanlike manner; (c) in compliance with approval of all Applicable Laws and in substantial conformance with the plans and specifications therefor submitted by Tenant to Landlord (and Main Lease approved by Landlordplans, to the extent such approval was required); (d) by specifications, drawings, contractors and subcontractors selected by Tenant and reasonably approved by Landlord (except that Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Landlord’s reasonable, non-discriminatory construction rules and regulations (which shall be made available to Tenant upon request); and (f) in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to unreasonably interfere Landlord’s normal and customary business operations at the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary uses. In addition, prior to the commencement of Tenant’s construction of any Alterations; provided, however, a contractor of Landlord’s selection shall perform all mechanical, electrical, plumbing, structural, and heating, ventilation and air conditioning work, and such Alterationswork shall be performed at Tenant’s cost, which cost shall not exceed a competitive market rate for such services. Tenant shall provide Landlord with evidence that Tenant or its contractor carries agrees to carry “Builder’s All Risk” insurance in an a reasonable amount reasonably approved by Landlord (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterations, and such other insurance as Landlord may reasonably require. Further, to the extent Landlord’s personnel is reasonably required to oversee Tenant Alterations, Tenant shall pay to Landlord or its agent an oversight fee of $150.00 per hour. Tenant shall construct such Alterations and perform such repairs in conformance with any and all applicable Laws and pursuant to a valid building permit (if applicable), issued by the appropriate governmental authorities, in conformance with Landlord’s construction rules and regulations and in a diligent, good and workmanlike manner. If such Alterations trigger a legal requirement upon Landlord to make any Alterations or improvements to the Building or Common Areas, then Landlord shall notify Tenant in writing of the cost of such Building or Common Area improvement. If, following such written notice, Tenant elects to proceed with the Alteration triggering such Building or Common Area improvement, then Tenant shall, as Additional Rent, reimburse Landlord for the actual cost thereof within twenty thirty (2030) days after demandfollowing receipt of an invoice therefor. Landlord’s approval of the plans, remove specifications and working drawings for Tenant’s Alterations shall create no responsibility or bond against liability on the part of Landlord for their completeness, design sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authorities. Upon completion of any liens imposed against Alterations, Tenant agrees to cause a Notice of Completion (or equivalent) to be posted (if applicable) and recorded in the office of the Recorder of the County in which the Building or Project as is located in accordance with all applicable Laws, and Tenant shall deliver to the Building management office a result reproducible copy of the performance by Tenant “as built” drawings of any Alterations and/or installation by Tenant of any furniturethe Alterations, fixtures or equipment in or at to the Premises, Building or Project, and shall indemnify, defend and hold Landlord harmless from and against all Claims in connection with any such liensextent applicable.

Manner of Construction. All Landlord may impose, in connection with such Alterations performed by or on behalf repairs of the Premises or about the Premises, such reasonable requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant shall be performed: (a) at Tenant’s sole cost utilize for such purposes only contractors, materials, mechanics, and expense, which shall include, without limitation, payment to Landlord of Landlord’s reasonable out-of-pocket costs incurred by Landlord to review Tenant’s plans and specifications for the Alterations; (b) in a diligent and good and workmanlike manner; (c) in compliance with all Applicable Laws and in substantial conformance with the plans and specifications therefor submitted by Tenant to Landlord (and Main Lease materialmen approved by Landlord, which approval shall not be unreasonably withheld. In any event, a contractor acceptable to Landlord shall perform all mechanical, electrical, plumbing, structural, and heating, ventilation and air conditioning work, and such work shall be performed at Tenant's cost. Tenant shall construct such Alterations and perform such repairs in conformance with the Restriction Documents and any and all applicable federal, state, county, or municipal laws, rules, and regulations and pursuant to a valid building permit, if required. All work with respect to any Alterations must be done in a good and workmanlike manner and in the most expeditious and diligent manner reasonably possible to completion to the end that the Premises shall at all times be a complete unit except during the period of work and so that to the extent reasonably practical any disruption or inconvenience to the Project and tenants of the Project is minimized. In performing the work of any such approval was required); (d) by contractors and subcontractors selected by Alterations, Tenant and reasonably approved by Landlord (except that Landlord may reasonably designate shall have the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Landlord’s reasonable, non-discriminatory construction rules and regulations (which shall be made available to Tenant upon request); and (f) performed in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by any other tenant of the ProjectProject and their invitees, and so as not to unreasonably interfere Landlord’s normal and customary obstruct the business operations at of Landlord or other tenants in the Building or Project or interfere with the labor force working in the Project, with adequate provisions for the safety and convenience of tenants of the Project and to control dust, noise, and other tenants’ or occupants’ use or enjoyment effects of their premises for reasonable such work using methods commonly utilized to control such effects associated with construction centers. Tenant shall repair at its own cost and customary uses. In addition, expense all damage caused by such work and shall restore any effected portion of the Project to the condition which existed prior to the commencement beginning of such work. In addition to Tenant's obligations under Article 9 of this Lease, upon completion of any Alterations, Xxxxxx agrees to cause a Notice of Completion to be recorded in the applicable recorder's office, to the extent required by Nevada law, and Tenant shall provide Landlord with evidence that Tenant or its contractor carries “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (not deliver to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterations, and such other insurance as Landlord may reasonably require. Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against the Building or Project as management office a result reproducible copy of the performance by Tenant "as built" drawings of any the Alterations and/or installation by Tenant as well as full and final waivers of any furnitureall liens for labor, fixtures services, or equipment in or at the Premises, Building or Project, and shall indemnify, defend and hold Landlord harmless from and against all Claims in connection with any such liensmaterials.

Manner of Construction. All Landlord may impose, as a condition of its consent to any and all Alterations performed or repairs of the Premises or about the Premises, such requirements as Landlord in its sole discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors, subcontractors, materials, mechanics and materialmen selected by Tenant from a list provided and approved by Landlord, the requirement that upon Landlord's request, Tenant shall, at Tenant's expense, remove such Alterations upon the expiration or on behalf any early termination of the Lease Term, the requirement that all Alterations conform in terms of quality and style to the building's standards established by Landlord, and the requirement that all Alterations comply with Xxxxxxxx's most recent Construction and Greening Policies/Plans as provided to Tenant from Landlord. If such Alterations will involve the use of or disturb hazardous materials or substances existing in the Premises, Tenant shall be performed: (a) at Tenant’s sole cost comply with Landlord's rules and expense, which regulations concerning such hazardous materials or substances. Tenant shall include, without limitation, payment to Landlord of Landlord’s reasonable out-of-pocket costs incurred by Landlord to review Tenant’s plans construct such Alterations and specifications for the Alterations; (b) perform such repairs in a diligent and good and workmanlike manner; (c) , in compliance with all Applicable Laws and in substantial conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the plans and specifications therefor submitted by Tenant to Landlord (and Main Lease approved by LandlordCity of Los Angeles, to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord (except that Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Landlord’s reasonable, non-discriminatory 's construction rules and regulations (regulations. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the "Base Building," as that term is defined below, then Landlord shall, at Tenant's expense, make such changes to the Base Building. The "Base Building" shall be made available to include the structural portions of the Building, and the public restrooms and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are located. In performing the work of any such Alterations, Tenant upon request); and (f) shall have the work performed in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to unreasonably interfere obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord’s normal and customary business operations at 's reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary usesthe Common Areas. In additionaddition to Tenant's obligations under Article 9 of this Lease, prior upon completion of any Alterations, Xxxxxx agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of Los Angeles in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and Tenant shall deliver to the commencement of such Alterations, Tenant shall provide Landlord with evidence that Tenant or its contractor carries “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterations, and such other insurance as Landlord may reasonably require. Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against the Building or Project as management office a result reproducible copy of the performance "as built" drawings of the Alterations as well as all permits, approvals and other documents issued by Tenant of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Project, and shall indemnify, defend and hold Landlord harmless from and against all Claims governmental agency in connection with any such liens.the Alterations. 8.3

Manner of Construction. All Landlord may impose, as a condition of its consent to all Alterations performed by or on behalf repairs of the Premises or about the Premises, such requirements as Landlord in its sole discretion may deem desirable, including, but not limited to, the requirement that upon Landlord's request, Tenant shall be performed: (a) shall, at Tenant’s sole cost and 's expense, which shall includeremove such Alterations upon the expiration or any early termination of the Lease Term, without limitationand/or the requirement that Tenant utilize for such purposes only contractors, payment to Landlord of Landlord’s reasonable out-of-pocket costs incurred by Landlord to review Tenant’s plans materials, mechanics and specifications for the Alterations; (b) in a diligent and good and workmanlike manner; (c) in compliance with all Applicable Laws and in substantial conformance with the plans and specifications therefor submitted by Tenant to Landlord (and Main Lease approved by Landlord, to the extent such approval was required); (d) by contractors and subcontractors management selected by Tenant and reasonably approved by Landlord (except which approval shall not be unreasonably withheld); provided, however, that Landlord may reasonably designate the contractors and Tenant shall utilize subcontractors of Landlord's selection to perform all B/S work that may affect the Project systems and equipment, structural aspects of the Project, the "Base, Shell and Core" (as defined in the Work Letter), or exterior appearance of the Project or Project Common Areas. Tenant shall construct such Alterations provided such contractors and subcontractors are unrelated to Landlord and agree to perform such work at competitive prices repairs in conformance with any and are reasonably available); (e) all applicable rules and regulations of any federal, state, county or municipal code or ordinance and pursuant to a valid building permit, issued by the City of Novato and in conformance with Landlord’s reasonable, non-discriminatory 's construction rules and regulations (which regulations. Any Alterations shall be made available performed in conformance with plans, specifications and working drawings first approved by Landlord. Landlord's approval of the plans, specifications and working drawings for Tenant's Alterations shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authorities. All work with respect to any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises shall at all times be a complete unit except during the period of work. In performing the work of any such Alterations, Tenant upon request); and (f) shall have the work performed in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by for any other tenant lessee of the Project, and so as not to unreasonably interfere Landlord’s normal and customary obstruct the business operations at the Building or Project of Landlord or other tenants’ lessees in the Project, or occupants’ use or enjoyment of their premises for reasonable and customary usesinterfere with the labor force working in the Project. In addition, prior to the commencement of such event that Tenant makes any Alterations, Tenant shall provide Landlord with evidence that Tenant or its contractor carries “agrees to carry "Builder’s 's All Risk” " insurance in an amount reasonably approved by Landlord (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterations, and such other insurance as Landlord may reasonably require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to Article 9 immediately upon completion thereof. In addition, Landlord may, in its discretion, require Tenant shallto obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the lien-free completion of such Alterations and naming Landlord as a co-obligee. Upon completion of any Alterations, within twenty (20) days after demand, remove Tenant agrees to cause a Notice of Completion to be recorded in the Office of the Recorder of the County of Marin in accordance with Section 3093 of the Civil Code of the State of California or bond against any liens imposed against successor statute and Tenant shall deliver to the Building or Project as management office a result reproducible copy of the performance by Tenant "as built" drawings of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Project, and shall indemnify, defend and hold Landlord harmless from and against all Claims in connection with any such liensAlterations.

Manner of Construction. All Landlord may impose, as a condition of its consent to any and all Alterations performed or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors, subcontractors, materials, mechanics and materialmen selected by Tenant and approved by Landlord (which approval shall not be unreasonably withheld, conditioned or on behalf delayed) and the requirement that upon Landlord’s request at the time Landlord approves said Alterations (subject to the terms of Section 8.5 below), Tenant shall be performed: (a) shall, at Tenant’s sole cost and expense, which remove such Alterations upon the expiration or any early termination of the Lease Term. Tenant shall include, without limitation, payment to Landlord of Landlord’s reasonable out-of-pocket costs incurred by Landlord to review Tenant’s plans construct such Alterations and specifications for the Alterations; (b) perform such repairs in a diligent and good and workmanlike manner; (c) , in compliance conformance with any and all Applicable Laws and in substantial conformance with and, where required by Applicable Law, pursuant to a valid building permit, issued by the plans and specifications therefor submitted by Tenant to Landlord (and Main Lease approved by LandlordCity, to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord (except that Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Landlord’s reasonable, non-discriminatory construction rules and regulations (regulations. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the “Base Building,” as that term is defined below, then Landlord shall, at Tenant’s expense, make such changes to the Base Building. The “Base Building” shall be made available to mean the Building Structure, the Building Systems, including the Building Systems on the floor or floors on which the Premises is located as well as the Common Areas. In performing the work of any such Alterations, Tenant upon request); and (f) shall have the work performed in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to unreasonably interfere obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord’s normal and customary business operations at reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. Upon completion of any Alterations (or repairs), Xxxxxx agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County in which the Project is located in accordance with Section 8182 of the Civil Code of the State of California or other tenants’ any successor statute, and shall deliver to Landlord final lien waivers from all contractors, subcontractors, design professionals, service providers, suppliers and materialmen who performed such work and whose labor, supplies or occupants’ use or enjoyment of their premises for reasonable and customary usesservices give rise to a lien under California law. In additionaddition to Tenant’s obligations under Article 9 of this Lease, prior to the commencement upon completion of such any Alterations, Tenant shall provide Landlord with evidence that Tenant or its contractor carries “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (not deliver to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterations, and such other insurance as Landlord may reasonably require. Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against the Building or Project as management office a result reproducible copy of the performance “as built” drawings of the Alterations in CAD format as well as copies of all permits, approvals and other documents issued by Tenant of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Project, and shall indemnify, defend and hold Landlord harmless from and against all Claims governmental agency in connection with any such liensthe Alterations, if applicable.

Manner of Construction. All Landlord may impose, as a condition of its consent to all Alterations performed by or on behalf repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant shall be performed: (a) at Tenant’s sole cost utilize for such purposes only contractors, materials, mechanics and expense, which shall include, without limitation, payment to Landlord of Landlord’s reasonable out-of-pocket costs incurred by Landlord to review Tenant’s plans and specifications for the Alterations; (b) in a diligent and good and workmanlike manner; (c) in compliance with all Applicable Laws and in substantial conformance with the plans and specifications therefor submitted by Tenant to Landlord (and Main Lease materialmen approved by Landlord; provided, to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord (except that however, Landlord may reasonably designate impose such requirements as Landlord may determine, in its sole and absolute discretion, with respect to any work affecting the structural components of the Building or Systems and Equipment (including designating specific contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Landlord and agree to perform such work at competitive prices work). Tenant shall construct such Alterations and are reasonably available); (e) perform such repairs in conformance with any and all applicable rules and regulations of any federal, state, county or municipal code or ordinance and pursuant to a valid building permit, issued by the city in which the Real Property is located, and in conformance with Landlord’s reasonableconstruction rules and regulations, non-discriminatory which construction rules and regulations (which shall be made available provided to Tenant upon request); by Landlord. Landlord’s approval of the plans, specifications and (f) working drawings for Tenant’s Alterations shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authorities. All work with respect to any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises shall at all times be a complete unit except during the period of work. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to unreasonably obstruct access to the Project Building or any portion thereof, by Real Property or the common areas for any other tenant of the ProjectReal Property, and so as not to unreasonably obstruct the business of Landlord or other tenants of the Real Property, or interfere Landlord’s normal and customary business operations with the labor force working at the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary usesReal Property. In addition, prior to the commencement of such If Tenant makes any Alterations, Tenant shall provide Landlord with evidence that Tenant or its contractor carries agrees to carry “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterations, and such other insurance as Landlord may reasonably require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to Article 10 of this Lease immediately upon completion thereof. In addition, Landlord may, in its discretion, require Tenant shallto obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the lien-free completion of such Alterations and naming Landlord as a co-obligee. Upon completion of any Alterations, within twenty Tenant shall (20i) days cause a Notice of Completion to be recorded in the office of the Recorder of the county in which the Real Property is located in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, (ii) deliver to the management office of the Real Property a reproducible copy of the “as built” drawings of the Alterations, and (iii) deliver to Landlord evidence of payment, contractors’ affidavits and full and final waivers of all liens for labor, services or materials. In the event Tenant is using the “Allowance” (as defined in the Tenant Work Letter) to construct Alterations, such Alterations shall be subject to all of the provisions herein, including, but not limited to Landlord’s supervision fee of five percent (5%), and Landlord will pay the Allowance, upon completion of any such Alterations, and after demandTenant has (i) caused a Notice of Completion to be recorded in the office of the Recorder of the county in which the Real Property is located in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, remove (ii) delivered to the management office of the Real Property a reproducible copy of the “as built” drawings of the Alterations, and (iii) delivered to Landlord evidence of payment, contractors’ affidavits and full and final waivers of all liens for labor, services or bond against materials. In the event Tenant elects not to improve all of the Premises using the Allowance and Landlord has approved of such election, the Allowance shall be reduced proportionately commensurate with the rentable square footage of the Premises not improved with tenant improvements (for example, if twenty-five percent (25%) of the Premises is not improved with tenant improvements, the amount of the Allowance shall be reduced by twenty-five percent (25%); provided, however, Tenant shall be permitted to allocate all or any liens imposed against portion of the Allowance toward the construction of the server room (including the installation of supplemental electrical service and supplemental HVAC on the roof of the Building or Project as a result of the performance by Tenant of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Project, and shall indemnify, defend and hold Landlord harmless from and against all Claims in connection with any such liens(“Supplemental HVAC”)).

Manner of Construction. All Landlord may impose, as a condition of its consent to any and all Alterations performed or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors, subcontractors, materials, mechanics and materialmen selected by or on behalf Tenant from a list provided and approved by Landlord (provided that Landlord understands and shall take into consideration the fact that Tenant is under a federal contractual obligation to utilize a percentage of small business, but the parties agree that all of Tenant’s contractors, subcontractors, materials, mechanics and materialmen shall in any event be qualified, licensed, and fully insured), and the requirement that upon Landlord’s request, Tenant shall be performed: (a) shall, at Tenant’s sole cost and expense, which remove all or part of such Alterations upon the expiration or any early termination of the Lease Term. Tenant shall include, without limitation, payment to Landlord of Landlord’s reasonable out-of-pocket costs incurred by Landlord to review Tenant’s plans construct such Alterations and specifications for the Alterations; (b) perform such repairs in a diligent and good and workmanlike manner; (c) , in compliance with all Applicable Laws and in substantial conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the plans and specifications therefor submitted by Tenant to Landlord city in which the Building is located (and Main Lease approved by Landlordor other applicable governmental authority), to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord (except that Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Landlord’s reasonable, non-discriminatory construction rules and regulations (as established or modified from time to time, provided such rules and regulations are consistent with the operation of an office space building within a Class A mixed-use project in Xxxxxxxxx/West Las Vegas; provided, however, that prior to commencing to construct any Alteration, Tenant shall meet with Landlord to discuss Landlord’s design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the “Base Building,” as that term is defined below, then Landlord shall, at Tenant’s expense, make such changes to the Base Building. The “Base Building” shall be made available to include the structural portions of the Building, and the public restrooms, elevators, exit stairwells and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are located. In performing the work of any such Alterations, Tenant upon request); and (f) shall have the work performed in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to unreasonably interfere obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord’s normal and customary business operations at reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary usesthe Common Areas. In addition, prior addition to the commencement Tenant’s obligations under Article 9 of such Alterationsthis Lease, Tenant shall provide deliver to Landlord with evidence that Tenant or its contractor carries “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterations, and such other insurance as Landlord may reasonably require. Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against the Building or Project as a result reproducible copy of the performance “as built” drawings and CAD files of the Alterations as well as all permits, approvals and other documents issued by Tenant of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Project, and shall indemnify, defend and hold Landlord harmless from and against all Claims governmental agency in connection with any such liensthe Alterations.

Manner of Construction. All Prior to the commencement of construction of any Alterations performed by or on behalf of repairs (including Permitted Alterations), Tenant shall submit to Landlord, for Landlord's review, four (4) copies signed by Tenant of all plans, specifications and working drawings relating thereto. Landlord shall review and approve or disapprove (to the extent such approval or disapproval is required) all such plans, specifications and working drawings within five (5) business days following the date upon which Tenant submits the same to Landlord, except that Landlord shall have ten (10) business days following the date upon which Tenant submits the same to Landlord to review and approve such plans, specifications and working drawings in the event that the nature of the Alterations or repairs is such that (I) review of the plans, specifications and working drawings related thereto cannot reasonably be performedcompleted within five (5) business days, or (II) Landlord reasonably needs to send the plans, specifications and working drawings out for third-party review; provided that the parties shall agree in advance upon the reasonable maximum cost of such third-party review. If Landlord disapproves of any such plans, specifications or working drawings, then Landlord shall set forth with reasonable specificity the grounds for such disapproval and recommend any modifications that would make the proposed Alterations acceptable to Landlord. If Landlord fails to respond in writing within five (5) business days or ten (10) business days, as applicable, Tenant may send a second notice to Landlord, which notice must contain the following disclaimer in bold face, capitalized type: "NOTICE – SECOND REQUEST FOR CONSENT TO ALTERATIONS PURSUANT TO ARTICLE 8 OF THE LEASE – FAILURE TO TIMELY RESPOND WITHIN THREE (a3) BUSINESS DAYS AFTER RECEIPT OF THIS NOTICE WILL RESULT IN DEEMED APPROVAL OF THE PLANS AND SPECIFICATIONS FOR CERTAIN ALTERATIONS." If Landlord fails to respond in writing within three (3) business days after delivery of such second notice, then Landlord shall be deemed to have consented to the proposed Alterations. Tenant, at Tenant’s its sole cost and expense, shall retain an architect/space planner subject to Landlord's reasonable approval, to prepare such plans, specifications and working drawings; provided that, unless Tenant is performing the Alterations or repairs on a design-build basis, Tenant shall retain the engineering consultants from a list of at least three (3) names provided by Landlord or other engineering consultants reasonably approved by Landlord to prepare all plans and engineering working drawings, if any, relating to the mechanical, electrical, and plumbing, work of the Alterations. Landlord acknowledges and agrees that Tenant may perform all Alterations on a design-build basis, provided that the mechanical, electrical and plumbing components of such work shall be designed using Landlord's designated engineers, or other engineering consultants approved by Landlord, which approval shall includenot be unreasonably withheld, conditioned or delayed. In addition, notwithstanding the foregoing, in connection with any Alterations that affect the structural, HVAC, life-safety and sprinkler components of the Base Building, Tenant shall retain the engineering consultants designated by Landlord to prepare all plans and engineering working drawings relating thereto, or other engineering consultants approved by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed. Tenant shall be required to include in its contracts with the architect and the engineers a provision which requires ownership of all architectural and engineering drawings to be transferred to Tenant upon the substantial completion of the Alteration and Tenant hereby grants to Landlord a non-exclusive right to use such drawings, including, without limitation, payment a right to make copies thereof. Tenant and Tenant's architect/space planner shall verify, in the field, the dimensions and conditions as shown on the relevant portions of the Base Building plans, and Tenant and Tenant's architect/space planner shall be solely responsible for the same, and Landlord shall have no responsibility in connection therewith. In addition, if and to the extent, based on the nature of the mechanical, electrical or plumbing items, or structural items or items affected by Title 24 which are included in the Alterations, Landlord reasonably retains third party consultants, then Tenant shall pay to Landlord of Landlord’s an amount equal to any actual and reasonable out-of-pocket third party costs incurred for such third party consultants expended by Landlord in connection with the construction of the Alterations within thirty (30) days after receipt of invoice together with reasonable supporting evidence; provided that Landlord notified Tenant prior to incurring any such costs. Landlord's review of plans, specifications and working drawings as set forth in this Section 8.2, shall be for its sole purpose and shall not imply Landlord's review of the same, or obligate Landlord to review Tenant’s plans the same, for quality, design, compliance with applicable building codes or other like matters. Accordingly, notwithstanding that any plans, specifications or working drawings are reviewed by Landlord or its space planner, architect, engineers and consultants, and notwithstanding any advice or assistance which may be rendered to Tenant by Landlord or Landlord's space planner, architect, engineers, and consultants, Landlord shall have no liability whatsoever in connection therewith and shall not be responsible for any omissions or errors contained in the plans, specifications and working drawings for the Alterations; (b) , and Tenant's waiver and indemnity set forth in Section 10.1 of this Lease, below, shall specifically apply to the plans, specifications and working drawings for the Alterations. Following Landlord's reasonable approval of all plans, specifications and working drawings for the Alterations, a diligent and good and workmanlike manner; (c) in compliance with all Applicable Laws and in substantial conformance with contractor to construct the plans and specifications therefor submitted Alterations shall be selected by Tenant to Landlord (and Main Lease approved by Landlord, to the extent such which approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord shall not be unreasonably withheld, conditioned or delayed (except that Landlord may shall not have the right to approve any contractor performing Permitted Alterations). The foregoing process shall be reasonable adjusted if Tenant constructs Alterations on a design-build basis as set forth above. As used in this Lease, the "Base Building" shall mean the Building Structure and the Building Systems. All subcontractors used or selected by Tenant performing work relating to the Building Systems shall be subject to Landlord's approval, which approval shall not be unreasonably withheld, conditioned or delayed. If Landlord fails to approve or disapprove a proposed Tenant's Agent within three (3) business days, Landlord shall be deemed to have approved the same. The contractor and all subcontractors, laborers, materialmen, and suppliers are referred to herein as "Tenant Agents." Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord's reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building. In addition to Tenant's obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County in which the Project is located in accordance with Section 8182 of the Civil Code of the State of California or any successor statute, and Tenant shall deliver to the Project construction manager (1) a reproducible copy of the "as built" drawings of the Alterations (provided that in the event that "as built" drawings are not reasonably designate available, Tenant shall be permitted to provide a copy of the contractors and subcontractors approved drawings for the Alterations, marked with field modifications), (2) a computer disc containing the same (to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Landlord and agree to perform such work at competitive prices and are the extent reasonably available); (e) in conformance with Landlord’s reasonable, non-discriminatory construction rules and regulations (which shall be made available to Tenant upon request); and (f3) in such manner so as not to unreasonably obstruct access to the Project or any portion thereofall permits, approvals and other documents issued by any other tenant of the Project, and so as not to unreasonably interfere Landlord’s normal and customary business operations at the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary uses. In addition, prior to the commencement of such Alterations, Tenant shall provide Landlord with evidence that Tenant or its contractor carries “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterations, and such other insurance as Landlord may reasonably require. Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against the Building or Project as a result of the performance by Tenant of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Project, and shall indemnify, defend and hold Landlord harmless from and against all Claims governmental agency in connection with any such liensthe Alterations. Notwithstanding anything set forth in this Article 8 to the contrary, construction of an Alteration shall not commence until (x) a copy of the contract with Tenant's contractor has been fully executed and delivered to Landlord, and (y) Tenant has procured, and delivered to Landlord a copy of, all applicable permits necessary to commence demolition or construction, as the case may be.

Manner of Construction. All Landlord may impose, as a condition of its ---------------------- consent to any and all Alterations performed or repairs of the Premises or about the Premises, such requirements as Landlord in its discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors, subcontractors, materials, mechanics and materialmen selected by Tenant from a list provided and approved by Landlord, the requirement that upon Landlord's request, Tenant shall, at Tenant's expense, remove such Alterations upon the expiration or on behalf any early termination of the Lease Term. Tenant shall be performed: (a) at Tenant’s sole cost construct such Alterations and expense, which shall include, without limitation, payment to Landlord of Landlord’s reasonable out-of-pocket costs incurred by Landlord to review Tenant’s plans and specifications for the Alterations; (b) perform such repairs in a diligent and good and workmanlike manner; (c) , in compliance with all Applicable Laws and in substantial conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the plans and specifications therefor submitted by Tenant to Landlord (and Main Lease approved by Landlordcity in which the Project is located, to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord (except that Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Landlord’s reasonable, non-discriminatory 's construction rules and regulations (regulations; provided, however, that prior to commencing to construct any Alteration, Tenant shall meet with Landlord to discuss Landlord's design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the "Base Building," as that term is defined below, then Landlord shall, at Tenant's expense, make such changes to the Base Building. The "Base Building" shall be made available to include the structural portions of the Building, and the public restrooms, elevators, exit stairwells and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are located. In performing the work of any such Alterations, Tenant upon request); and (f) shall have the work performed in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to unreasonably interfere obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord’s normal and customary business operations at 's reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary usesthe Common Areas. In additionaddition to Tenant's obligations under Article 9 of this Lease, prior to the commencement upon completion of such any Alterations, Tenant shall provide Landlord agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County in which the Project is located in accordance with evidence that Tenant Section 3093 of the Civil Code of the State of California or its contractor carries “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterationsany successor statute, and such other insurance as Landlord may reasonably require. Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against shall deliver to the Building or Project as construction manager a result reproducible copy of the performance "as built" drawings of the Alterations as well as all permits, approvals and other documents issued by Tenant of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Project, and shall indemnify, defend and hold Landlord harmless from and against all Claims governmental agency in connection with any such liensthe Alterations.

Manner of Construction. All Alterations performed by or on behalf of Tenant shall be performed: (a) at Tenant’s sole cost and expensehave obtained Landlord's approval of all plans, which shall includespecifications, without limitationdrawings, payment to Landlord of Landlord’s reasonable out-of-pocket costs incurred by Landlord to review Tenant’s plans and specifications for the Alterations; (b) in a diligent and good and workmanlike manner; (c) in compliance with all Applicable Laws and in substantial conformance with the plans and specifications therefor submitted by Tenant to Landlord (and Main Lease approved by Landlord, to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord (except that Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Landlord’s reasonable, non-discriminatory construction rules and regulations (which shall be made available to Tenant upon request); and (f) in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to unreasonably interfere Landlord’s normal and customary business operations at the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary uses. In addition, prior to the commencement of Tenant's construction of the Alterations; provided, however, a contractor of Landlord's selection shall perform all mechanical, electrical, plumbing, structural, and heating, ventilation and air conditioning work (provided that any contractor previously approved by Landlord and used by Tenant for the foregoing trades as part of the initial Improvements will be permitted to perform future Alterations in the Premises), and such Alterations, work shall be performed at Tenant's cost. Tenant shall provide Landlord with evidence that Tenant or its contractor carries “agrees to carry "Builder’s 's All Risk” " insurance in an amount reasonably approved by Landlord (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterations, and such other insurance as Landlord may reasonably require. In addition, Landlord may, in its discretion, for Alterations costing more than $250,000 in the aggregate (i.e., based on the total cost of the Alterations project at issue), require Tenant to obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the lien-free completion of such Alterations and naming Landlord as a co-obligee. Further, Tenant shall pay to Landlord or its agent a supervision fee not to exceed five percent (5%) based upon the cost of such work (which fee shall be based upon the amount charged to Landlord by its third party construction management consultant or if Landlord acts as its own construction manager, based upon the actual cost to Landlord to provide such construction supervision). Tenant shall construct such Alterations and perform such repairs in conformance with any and all applicable laws and pursuant to a valid building permit, issued by the appropriate governmental authorities, in conformance with Landlord's construction rules and regulations and in a manner which is in keeping with any third party rating system in effect at the Building (e.g., LEED) and in a diligent, good and workmanlike manner. If such Alterations trigger a legal requirement upon Landlord to make any Alterations or improvements to the Building or Common Areas, Tenant shall, as Additional Rent, reimburse Landlord for the cost thereof within twenty thirty (2030) days after demandfollowing receipt of an invoice therefor. Landlord's approval of the plans, remove specifications and working drawings for Tenant's Alterations shall create no responsibility or bond against liability on the part of Landlord for their completeness, design sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authorities. Upon completion of any liens imposed against Alterations, Tenant agrees to cause a Notice of Completion (or equivalent) to be recorded in the office of the Recorder of the County of San Diego in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and Tenant shall deliver to the Building or Project as management office a result reproducible copy of the performance by "as built" drawings of the Alterations. All Alterations will comply with Landlord's sustainability practices and any third party rating system concerning the Premises or the Building then in effect. Tenant of acknowledges that Landlord has advised Tenant that the Building may contain asbestos-containing materials ("ACMs"). If Tenant undertakes any Alterations and/or installation as permitted by this Article 8, Tenant shall, in addition to complying with the requirements of this Article 8, shall undertake the Alterations in a manner that avoids disturbing any furnitureACMs present in the Building. If ACMs are likely to be disturbed in the course of such work, fixtures Tenant shall encapsulate or equipment remove the ACMs in or at the Premisesaccordance with an approved asbestos-removal plan and otherwise in accordance with all Applicable Laws, Building or Project, including giving all notices required by California Health and shall indemnify, defend and hold Landlord harmless from and against all Claims in connection with any such liensSafety Code Sections 25915-25919.7.

Manner of Construction. All Landlord may impose, as a condition of its consent to all Alterations performed by or on behalf repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant shall be performed: (a) at Tenant’s sole cost utilize for such purposes only contractors, materials, mechanics and expense, which shall include, without limitation, payment to Landlord of Landlord’s reasonable out-of-pocket costs incurred by Landlord to review Tenant’s plans and specifications for the Alterations; (b) in a diligent and good and workmanlike manner; (c) in compliance with all Applicable Laws and in substantial conformance with the plans and specifications therefor submitted by Tenant to Landlord (and Main Lease materialmen reasonably approved by Landlord; provided, to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord (except that however, Landlord may reasonably designate impose such requirements as Landlord may determine, in its sole and absolute discretion, with respect to any work affecting the structural components of the Building or Systems and Equipment (including designating specific contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Landlord and agree to perform such work at competitive prices work). Tenant shall construct such Alterations and are reasonably available); (e) perform such repairs in conformance with any and all applicable rules and regulations of any federal, state, county or municipal code or ordinance and pursuant to a valid building permit, issued by the city in which the Project is located, and in conformance with Landlord’s reasonable, non-discriminatory construction rules and regulations (which and all covenants, conditions and restrictions now or hereafter affecting the Project. Landlord’s approval of the plans, specifications and working drawings for Tenant’s Alterations shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authorities. All work with respect to any Alterations must be made available done in a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises shall at all times be a complete unit except during the period of work. In performing the work of any such Alterations, Tenant upon request); and (f) shall have the work performed in such manner so as not to unreasonably obstruct access to the Building or Project or any portion thereof, by the Common Areas for any other tenant of the Project, and so as not to unreasonably obstruct the business of Landlord or other tenants of the Project, or interfere Landlord’s normal and customary business operations with the labor force working at the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary usesProject. In addition, prior to the commencement of such If Tenant makes any Alterations, Tenant shall provide Landlord with evidence that Tenant or its contractor carries agrees to carry “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterations, and such other insurance as Landlord may reasonably require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to Article 10 of this Lease immediately upon completion thereof. In addition, if Tenant shallmakes any Alterations with a cost in excess of Fifty Thousand Dollars ($50,000), within twenty (20) days after demandLandlord may, remove in its discretion, require Tenant to obtain a lien and completion bond or bond against any liens imposed against some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the Building or Project lien-free completion of such Alterations and naming Landlord as a result co-obligee. Upon completion of any Alterations, Tenant shall (i) cause a Notice of Completion to be recorded in the office of the performance by Tenant Recorder of the county in which the Project is located in accordance with Section 3093 of the Civil Code of the State of California or any Alterations and/or installation by Tenant successor statute, (ii) deliver to the management office of any furniture, fixtures or equipment in or at the Premises, Building or ProjectProject a reproducible copy of the “as built” drawings of the Alterations, and shall indemnify(iii) deliver to Landlord evidence of payment, defend contractors’ affidavits and hold Landlord harmless from full and against final waivers of all Claims in connection with any such liensliens for labor, services or materials.

Manner of Construction. All Landlord may impose, as a condition of its consent to any and all Alterations performed or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors, subcontractors, materials, mechanics and materialmen selected by or on behalf of Tenant shall be performed: (a) from a list provided and approved by Landlord, and the requirement that upon Landlord’s request, Tenant shall, at Tenant’s sole cost and expense, which shall include, without limitation, payment to Landlord remove such Alterations upon the expiration or any early termination of the Lease Term. At the time Tenant requests Landlord’s reasonable out-of-pocket costs incurred consent to the construction or installation of any Alteration, Tenant may also request in writing whether Landlord will require all or portions of such Alteration to be removed by Tenant at the expiration or earlier termination of this Lease, and Landlord shall advise Tenant at the time it provides its consent (if consent is granted by Landlord) whether all or any part of such Alteration must be removed, and Tenant will not be required to review Tenant’s plans remove such Alteration that Landlord has notified Tenant in writing does not have to be removed. Tenant shall construct any Alterations and specifications for the Alterations; (b) perform all repairs in a diligent and good and workmanlike manner; (c) , in compliance with all Applicable Laws and in substantial conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the plans and specifications therefor submitted by Tenant to Landlord (and Main Lease approved by Landlord, to city in which the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord (except that Landlord may reasonably designate the contractors and subcontractors to perform Building is located all B/S Alterations provided such contractors and subcontractors are unrelated to Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Landlord’s reasonable, non-discriminatory construction rules and regulations regulations; provided, however, that prior to commencing to construct any Alteration, Tenant shall meet with Landlord to discuss Landlord’s design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the Base Building, then Landlord shall, at Tenant’s expense, make such changes to the Base Building. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord’s reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Project. In addition to Tenant’s obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the recorder of the county in which the Building is located in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and Tenant shall be made available to Tenant upon request); and (f) in such manner so as not to unreasonably obstruct access deliver to the Project or any portion thereofconstruction manager a reproducible copy of the “as built” drawings of the Alterations as well as all permits, approvals and other documents issued by any other tenant of the Project, and so as not to unreasonably interfere Landlord’s normal and customary business operations at the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary uses. In addition, prior to the commencement of such Alterations, Tenant shall provide Landlord with evidence that Tenant or its contractor carries “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterations, and such other insurance as Landlord may reasonably require. Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against the Building or Project as a result of the performance by Tenant of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Project, and shall indemnify, defend and hold Landlord harmless from and against all Claims governmental agency in connection with any such liensthe Alterations.

Manner of Construction. All Landlord may impose, as a condition of its consent to any and all Alterations performed by or on behalf repairs of the Premises or about the Premises, such requirements as Landlord in its discretion may deem desirable, including, but not limited to, the requirement that Tenant shall be performed: (a) at Tenant’s sole cost utilize for such purposes only contractors, materials, mechanics and expense, which shall include, without limitation, payment to Landlord of Landlord’s reasonable out-of-pocket costs incurred by Landlord to review Tenant’s plans and specifications for the Alterations; (b) in a diligent and good and workmanlike manner; (c) in compliance with all Applicable Laws and in substantial conformance with the plans and specifications therefor submitted by Tenant to Landlord (and Main Lease materialmen reasonably approved by Landlord, to the extent . Tenant shall construct such approval was required); (d) by contractors Alterations and subcontractors selected by Tenant and reasonably approved by Landlord (except that Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Landlord and agree to perform such work at competitive prices repairs in conformance with any and are reasonably available); (e) all applicable rules and regulations of any federal, state, county or municipal code or ordinance and pursuant to a valid building permit, issued by the City of Los Angeles in conformance with Landlord’s reasonable, non-discriminatory 's construction rules and regulations (which regulations. All work with respect to any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises shall at all times be made available to a complete unit except during the period of work. In performing the work of any such Alterations, Tenant upon request); and (f) shall have the work performed in such manner so as not to unreasonably obstruct access to the Project Building or any portion thereof, Building Complex or the common areas by any other tenant of the ProjectBuilding Complex, and so as not to unreasonably interfere Landlord’s normal and customary obstruct the business operations at of Landlord or other tenants in the Building Complex, or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary usesinterfere with the labor force working in the Building Complex. In addition, prior to the commencement of such If Tenant makes any Alterations, Tenant shall provide Landlord with evidence that Tenant or its contractor carries “agrees to carry "Builder’s 's All Risk” " insurance in an amount reasonably approved by Landlord (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterations, and such other insurance as Landlord may reasonably require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to Article 10 of this Lease immediately upon completion thereof. In addition, with respect to any Alterations which cost in excess of $50,000.00, Landlord may, in its discretion, require Tenant shall(if Tenant has previously been in default under this Lease) or any subtenant or assignee of Tenant to obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the lien-free completion of such Alterations and naming Landlord as a co-obligee. Upon completion of any Alterations, within twenty Tenant shall (20i) days after demandcause a timely Notice of Completion to be recorded in the office of the Recorder of Los Angeles County in accordance with the terms of Section 3093 of the Civil Code of the State of California or any successor statute, remove or bond against any liens imposed against (ii) deliver to the Building or Project as Complex management office a result reproducible copy of the performance by Tenant "as built" drawings of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or ProjectAlterations, and shall indemnify(iii) deliver to Landlord evidence of payment, defend contractors' affidavits and hold Landlord harmless from full and against final waivers of all Claims in connection with any such liens.liens for labor, services or materials. 9

Manner of Construction. All Landlord may impose, as a condition of its consent to any and all Alterations performed or repairs of the Premises or about the Premises, such reasonable requirements as Landlord in its reasonable discretion may deem desirable (except in the event such Alterations or Repairs will affect the exterior appearance of the Building, the Systems of the Building or the structure of the Building, in which event any requirement shall be at Landlord's sole discretion). Such requirements may include, but are not limited to, the requirement that Tenant utilize for such purposes only contractors, subcontractors, materials, mechanics and materialmen selected by Tenant from a list provided and approved by Landlord, in Landlord's reasonable discretion, provided that in the event that such Alterations or on behalf Repairs will affect the exterior appearance of the Building, the systems of the Building or the structure of the Building, such contractors and subcontractors shall be selected from a list provided and approved by Landlord in its sole discretion. Upon Landlord's request, which request must be made at the time Landlord grants its consent, if at all, to any proposed Alterations or Repairs, Tenant shall, at Tenant's expense, remove such Alterations upon the expiration or any early termination of the Lease Term. Tenant shall be performed: (a) at Tenant’s sole cost construct such Alterations and expense, which shall include, without limitation, payment to Landlord of Landlord’s reasonable out-of-pocket costs incurred by Landlord to review Tenant’s plans and specifications for the Alterations; (b) perform such repairs in a diligent and good and workmanlike manner; (c) , in compliance with all Applicable Laws and in substantial conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the plans and specifications therefor submitted by Tenant to Landlord (and Main Lease approved by LandlordCity of Irvine, to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord (except that Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Landlord’s reasonable, non-discriminatory 's construction rules and regulations (regulations. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the "Base Building," as that term is defined below, then Landlord shall, at Tenant's expense, make such changes to the Base Building. The "BASE BUILDING" shall be made available to include the structural portions of the Building, and the public restrooms and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are located. In performing the work of any such Alterations, Tenant upon request); and (f) shall have the work performed in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to unreasonably interfere obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord’s normal and customary business operations at 's reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary usesthe Common Areas. In additionaddition to Tenant's obligations under Article 9 of this Lease, prior to the commencement upon completion of such any Alterations, Tenant shall provide Landlord agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of Orange in accordance with evidence that Tenant Section 3093 of the Civil Code of the State of California or its contractor carries “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterationsany successor statute, and such other insurance as Landlord may reasonably require. Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against shall deliver to the Building or Project as management office a result reproducible copy of the performance "as built" drawings of the Alterations as well as all permits, approvals and other documents issued by Tenant of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Project, and shall indemnify, defend and hold Landlord harmless from and against all Claims governmental agency in connection with any such liensthe Alterations.

Manner of Construction. All Landlord may impose, as a condition of its consent to all Alterations performed by or on behalf repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant shall be performed: (a) at Tenant’s sole cost utilize for such purposes only contractors, materials, mechanics and expense, which shall include, without limitation, payment to Landlord of Landlord’s reasonable out-of-pocket costs incurred by Landlord to review Tenant’s plans and specifications for the Alterations; (b) in a diligent and good and workmanlike manner; (c) in compliance with all Applicable Laws and in substantial conformance with the plans and specifications therefor submitted by Tenant to Landlord (and Main Lease materialmen reasonably approved by Landlord; provided, to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord (except that however, Landlord may reasonably designate impose such requirements as Landlord may determine, in its sole and absolute discretion, with respect to any work affecting the structural components of the Building or Systems and Equipment (including designating specific contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Landlord and agree to perform such work at competitive prices work). Tenant shall construct such Alterations and are reasonably available); perform such repairs in conformance with any and all applicable rules and regulations of any federal, state, county or municipal code or ordinance (eincluding California Energy Code, Title 24) and pursuant to a valid building permit, issued by the city in which the Real Property is located, and in conformance with Landlord’s reasonable, non-discriminatory construction rules and regulations. Landlord’s approval of the plans, specifications and working drawings for Tenant’s Alterations shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all laws, rules and regulations (which of governmental agencies or authorities. All work with respect to any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises shall at all times be made available to a complete unit except during the period of work. In performing the work of any such Alterations, Tenant upon request); and (f) shall have the work performed in such manner so as not to unreasonably obstruct access to the Project Building or any portion thereof, by Real Property or the common areas for any other tenant of the ProjectReal Property, and so as not to unreasonably obstruct the business of Landlord or other tenants of the Real Property, or interfere Landlord’s normal and customary business operations with the labor force working at the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary usesReal Property. In addition, prior to the commencement of such If Tenant makes any Alterations, Tenant shall provide Landlord with evidence that Tenant agrees to carry or have its contractor carries carry “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterations, and such other insurance as Landlord may reasonably require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to Article 10 of this Lease immediately upon completion thereof. In addition, Landlord may, in its discretion, require Tenant shall, within twenty (20) days after demand, remove to obtain a lien and completion bond or bond against any liens imposed against some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the Building or Project lien-free completion of such Alterations and naming Landlord as a result co-obligee. Upon completion of any Alterations, Tenant shall (i) cause a Notice of Completion to be recorded in the office of the performance by Tenant Recorder of the county in which the Real Property is located in accordance with Section 3093 of the Civil Code of the State of California or any Alterations and/or installation by Tenant successor statute, (ii) deliver to the management office of any furniture, fixtures or equipment in or at the Premises, Building or ProjectReal Property a reproducible copy of the “as built” drawings of the Alterations, and shall indemnify(iii) deliver to Landlord evidence of payment, defend contractors’ affidavits and hold Landlord harmless from full and against final waivers of all Claims in connection with any such liensliens for labor, services or materials.

Manner of Construction. All Landlord may impose, as a condition of its ---------------------- consent to any and all Alterations performed by or on behalf repairs of the Premises or about the Premises, such requirements as Landlord in its sole discretion may deem desirable, including, but not limited to, the requirement that Tenant shall be performed: (a) at Tenant’s sole cost utilize for such purposes only contractors, subcontractors, materials, mechanics and expense, which shall include, without limitation, payment to Landlord of Landlord’s reasonable out-of-pocket costs incurred by Landlord to review Tenant’s plans and specifications for the Alterations; (b) in a diligent and good and workmanlike manner; (c) in compliance with all Applicable Laws and in substantial conformance with the plans and specifications therefor submitted by Tenant to Landlord (and Main Lease approved by Landlord, to the extent such approval was required); (d) by contractors and subcontractors materialmen selected by Tenant and reasonably approved by Landlord (except Landlord, and the requirement that Landlord may reasonably designate all Alterations conform in terms of quality and style to the contractors building's standards established by Landlord. If such Alterations will involve the use of or disturb hazardous materials or substances existing in the Premises, Tenant shall comply with Landlord's rules and subcontractors to perform all B/S regulations concerning such hazardous materials or substances. Tenant shall construct such Alterations provided such contractors and subcontractors are unrelated to Landlord and agree to perform such work at competitive prices repairs in a good and are reasonably available); (e) workmanlike manner, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of Santa Xxxxx, all in conformance with Landlord’s reasonable, non-discriminatory 's construction rules and regulations (regulations. In the event Tenant performs any Alterations, for non-general office use, in the Premises which require or give rise to governmentally required changes to the "Base Building," as that term is defined below, then Landlord shall, at Tenant's expense, make such changes to the Base Building. The "Base Building" shall be made available to include the structural portions of the Building, and the public restrooms and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are located. In performing the work of any such Alterations, Tenant upon request); and (f) shall have the work performed in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to unreasonably interfere obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord’s normal and customary business operations at 's reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary usesthe Common Areas. In additionaddition to Tenant's obligations under Article 9 of this Lease, prior to the commencement upon completion of such any Alterations, Tenant shall provide Landlord agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of Santa Xxxxx in accordance with evidence that Tenant Section 3093 of the Civil Code of the State of California or its contractor carries “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterationsany successor statute, and such other insurance as Landlord may reasonably require. Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against shall deliver to the Building or Project as management office a result reproducible copy of the performance "as built" drawings of the Alterations as well as all permits, approvals and other documents issued by Tenant of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Project, and shall indemnify, defend and hold Landlord harmless from and against all Claims governmental agency in connection with any such liensthe Alterations.

Manner of Construction. All Landlord may impose, as a condition of its consent to any and all Alterations performed by or on behalf repairs of the Premises or about the Premises, such requirements as Landlord in its sole discretion may deem desirable. Tenant shall be performed: (a) at Tenant’s sole cost construct such Alterations and expense, which shall include, without limitation, payment to Landlord of Landlord’s reasonable out-of-pocket costs incurred by Landlord to review Tenant’s plans and specifications for the Alterations; (b) perform such repairs in a diligent and good and workmanlike manner; (c) , in compliance with all Applicable Laws and in substantial conformance with the plans any and specifications therefor submitted by Tenant to Landlord (and Main Lease approved by Landlordall Laws, to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord (except that Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Landlord’s reasonableRules; provided, non-discriminatory construction rules however, that prior to commencing to construct any Alteration, Tenant shall meet with Landlord to discuss Landlord’s design parameters and regulations code compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the Base Building, then Landlord shall, at Tenant’s expense, make such changes to the Base Building. Since all or a portion of the Project is or may become in the future certified under the U.S. Building Council’s Leadership in Energy and Environmental Design (which “LEED”) rating system (or other applicable certification standard) (all in Landlord’s sole discretion), Tenant expressly acknowledges and agrees that without limitation as to other grounds for Landlord withholding its consent to any proposed Alteration, Landlord shall be made available have the right to withhold its consent to any proposed Alteration in the event that such Alteration is not compatible with such certification or recertification of the Project under such LEED rating system (or other applicable certification standard). In performing the work of any such Alterations, Tenant upon request); and (f) shall have the work performed in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to unreasonably interfere obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord’s normal and customary business operations at reasonable judgment, would disturb labor harmony with the Building workforce or trades engaged in performing other work, labor or services in or about the Building, the Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary usesthe Common Areas. In additionaddition to Tenant’s obligations under Article 9 of this Lease, prior to the commencement upon completion of such any Alterations, Tenant shall provide agrees to (i) cause a Notice of Completion to be recorded in the office of the Recorder of the County of Orange, California in accordance with Civil Code Section 8182 or any other Laws, and (ii) deliver to Landlord with evidence that Tenant or its contractor carries a reproducible CAD copy of the “Builder’s All Riskas built” insurance in an amount reasonably approved by Landlord (not to exceed drawings of the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterations, to the extent applicable, as well as all permits, approvals and such other insurance as Landlord may reasonably require. Tenant shall, within twenty (20) days after demand, remove or bond against documents issued by any liens imposed against the Building or Project as a result of the performance by Tenant of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Project, and shall indemnify, defend and hold Landlord harmless from and against all Claims governmental agency in connection with any such liensthe Alterations.

Manner of Construction. All Landlord may impose, as a condition of its consent to all Alterations performed by or on behalf repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant shall be performed: (a) at Tenant’s sole cost utilize for such purposes only contractors, materials, mechanics and expense, which shall include, without limitation, payment to Landlord of Landlord’s reasonable out-of-pocket costs incurred by Landlord to review Tenant’s plans and specifications for the Alterations; (b) in a diligent and good and workmanlike manner; (c) in compliance with all Applicable Laws and in substantial conformance with the plans and specifications therefor submitted by Tenant to Landlord (and Main Lease materialmen approved by Landlord; provided, to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord (except that however, Landlord may reasonably designate impose such requirements as Landlord may determine, in its reasonable discretion, with respect to any work affecting the structural components of the Building or Systems and Equipment (including designating specific contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Landlord and agree to perform such work at competitive prices work). Tenant shall construct such Alterations and are reasonably available); (e) perform such repairs in conformance with any and all applicable rules and regulations of any federal, state, county or municipal code or ordinance and pursuant to a valid building permit, issued by the city in which the Building is located, and in conformance with Landlord’s reasonable, non-discriminatory 's construction rules and regulations. Landlord's approval of the plans, specifications and working drawings for Tenant's Alterations shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all laws, rules and regulations (which of governmental agencies or authorities. All work with respect to any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises shall at all times be made available to a complete unit except during the period of work. In performing the work of any such Alterations, Tenant upon request); and (f) shall have the work performed in such manner so as not to unreasonably obstruct access to the Project Building or any portion thereof, by the common areas for any other tenant of the ProjectBuilding, and so as not to unreasonably interfere Landlord’s normal and customary obstruct the business operations at the Building or Project of Landlord or other tenants’ tenants in the Building, or occupants’ use or enjoyment of their premises for reasonable and customary usesinterfere with the labor force working in the Building. In addition, prior to the commencement of such If Tenant makes any Alterations, Tenant shall provide Landlord with evidence that Tenant or its contractor carries “agrees to carry "Builder’s 's All Risk” " insurance in an amount reasonably approved by Landlord (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterations, and such other insurance as Landlord may reasonably require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to Article 10 of this Lease immediately upon completion thereof. In addition, Landlord may, in its discretion, require Tenant shallto obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the lien-free completion of such Alterations and naming Landlord as a co-obligee. Upon completion of any Alterations, within twenty Tenant shall (20i) days after demand, remove or bond against any liens imposed against cause a Notice of Completion to be recorded in the office of the Recorder of the county in which the Building or Project as a result is located in accordance with Section 3093 of the performance by Tenant Civil Code of the State of California or any Alterations and/or installation by Tenant successor statute, (ii) deliver to the Building management office a reproducible copy of any furniture, fixtures or equipment in or at the Premises, Building or Project"as built" drawings of the Alterations, and shall indemnify(iii) deliver to Landlord evidence of payment, defend contractors' affidavits and hold Landlord harmless from full and against final waivers of all Claims in connection with any such liensliens for labor, services or materials.

Manner of Construction. All Alterations performed Landlord may impose, as a condition to Tenant's right to perform any Alterations, such commercially reasonable requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, (i) the requirement that Tenant utilize for such purposes only contractors reasonably approved by or on behalf of Landlord, and (ii) any Lines (including riser cables) installed by Tenant shall be performed: (ax) at Tenant’s sole cost appropriately insulated to prevent excessive electromagnetic fields or radiation, (y) surrounded by a protective conduit reasonably acceptable to Landlord, and expense(z) identified in accordance with Landlord's Building standard requirements. Tenant shall be solely responsible for acquiring a permit for all Alterations, which shall include, without limitation, payment furnishing of a copy of such permit and approvals to Landlord prior to the commencement of Landlord’s reasonable out-of-pocket costs incurred by Landlord to review Tenant’s plans the work, and specifications for the Alterations; (b) complying with all conditions of said permit in a diligent prompt and expeditious manner. If such Alterations will involve the use of or disturb Hazardous Materials, Tenant shall notify Landlord prior to performing such Alterations and comply with Landlord's reasonable rules and regulations concerning such Hazardous Materials. Tenant shall construct all Alterations in a good and workmanlike manner; (c) , in compliance conformance with any and all Applicable Laws and in substantial conformance with the plans and specifications therefor submitted by Tenant to Landlord (and Main Lease approved by Landlord, to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord (except that Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Landlord’s reasonable, non-discriminatory 's construction rules and regulations (which regulations; provided, however, that prior to commencing to construct any Alteration, Tenant shall be made available meet with Landlord to discuss Landlord's design parameters and Code compliance issues. In performing the work of any such Alterations, Tenant upon request); and (f) shall have the work performed in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to unreasonably interfere Landlord’s normal and customary obstruct the business operations at the Building or Project of Landlord or other tenants’ tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or occupants’ use equipment that, in Landlord's reasonable judgment and despite the implementation of commercially reasonable staging and scheduling efforts, would nevertheless disturb labor harmony with the workforce or enjoyment of their premises for reasonable and customary usestrades engaged in performing other work, labor or services in or about the Project. In additionaddition to Tenant's obligations under Article 9 of this Lease, prior upon completion of any Alterations, to the commencement of such Alterationsextent required by Applicable Law, Tenant shall provide Landlord cause a Notice of Completion to be recorded in the office of the Recorder of the county in which the Project is located in accordance with evidence that Tenant Section 8182 of the Civil Code of the State of California or its contractor carries “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterations, and such other insurance as Landlord may reasonably requireany successor statute. Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against promptly following the Building or Project as a result of the performance by Tenant completion of any Alterations and/or installation (including any Cosmetic Alterations) and request by Tenant of any furnitureLandlord, fixtures or equipment compile and deliver to Landlord a "close-out package" in or such format reasonably designated by Landlord at the Premisescommencement of the particular Alteration (e.g., Building or paper and/or electronic files) containing, without limitation, the following items (to the extent reasonably deemed necessary by Landlord for the particular Alterations): (a) as-built drawings and final record CAD drawings, (b) warranties and guarantees from all contractors, subcontractors and material suppliers, (c) all permits, approvals and other documents issued by any governmental agency in connection with the Alterations, (d) an independent air balance report, if required due to the nature of the Alterations, (e) lien releases for all work performed at the Project, and shall indemnify, defend and hold Landlord harmless from and against all Claims in connection with any (f) such liensother information or materials as may be reasonably requested by Landlord.

Manner of Construction. All Landlord may impose, as a condition of its consent to any and all Alterations performed by or on behalf repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant shall be performed: (a) at Tenant’s sole cost utilize for such purposes only contractors, subcontractors, materials, mechanics and expense, which shall include, without limitation, payment to Landlord of Landlord’s reasonable out-of-pocket costs incurred by Landlord to review Tenant’s plans and specifications for the Alterations; (b) in a diligent and good and workmanlike manner; (c) in compliance with all Applicable Laws and in substantial conformance with the plans and specifications therefor submitted by Tenant to Landlord (and Main Lease approved by Landlord, to the extent such approval was required); (d) by contractors and subcontractors materialmen selected by Tenant and reasonably approved by Landlord Landlord, the requirement that upon Landlord’s request, Tenant shall, at Tenant’s expense, remove any “Specialty Alterations” (except that Landlord may reasonably designate defined below) upon the contractors expiration or any early termination of the Lease Term. Tenant shall construct such Alterations and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Landlord and agree to perform such work at competitive prices repairs in a good and are reasonably available); (e) workmanlike manner, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of Santa Xxxxxx, all in conformance with Landlord’s reasonable, non-discriminatory reasonable construction rules and regulations (regulations. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the “Base Building,” as that term is defined below, then Landlord shall, at Tenant’s expense, make such changes to the Base Building. The “Base Building” shall be made available to mean the Base, Shell and Core, including the Building Structure and the Building Systems, further including the Building Systems on the floor or floors on which the Premises are located as well as the Common Areas. In performing the work of any such Alterations, Tenant upon request); and (f) shall have the work performed in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to unreasonably interfere Landlord’s normal and customary obstruct the business operations at the Building or Project of Landlord or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary usestenants in the Project. In additionaddition to Tenant’s obligations under Article 9 of this Lease, prior to the commencement upon completion of such any Alterations, Tenant shall provide Landlord agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of Los Angeles in accordance with evidence that Tenant Section 3093 of the Civil Code of the State of California or its contractor carries “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterationsany successor statute, and such other insurance as Landlord may reasonably require. Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against shall deliver to the Building or Project as management office a result reproducible copy of the performance “as built” or record drawings of the Alterations as well as all permits, approvals and other documents issued by Tenant of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Project, and shall indemnify, defend and hold Landlord harmless from and against all Claims governmental agency in connection with any such liensthe Alterations.

Manner of Construction. All Landlord may impose, as a condition of its consent to all Alterations performed by or on behalf repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that upon Landlord’s request, Tenant shall be performed: (a) shall, at Tenant’s sole cost and expense, which shall includeremove such Alterations upon the expiration or any early termination of the Lease Term, without limitationprovided that Landlord notifies Tenant of the requirement to remove such Alterations concurrently with providing to Tenant consent to such Alterations, payment to Landlord of Landlord’s reasonable out-of-pocket costs incurred by Landlord to review Tenant’s plans and/or the requirement that Tenant utilize for such purposes only contractors, materials, mechanics and specifications for the Alterations; (b) in a diligent and good and workmanlike manner; (c) in compliance with all Applicable Laws and in substantial conformance with the plans and specifications therefor submitted by Tenant to Landlord (and Main Lease materialmen reasonably approved by Landlord, to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord (except that Landlord may reasonably designate the contractors and subcontractors to perform all B/S work affecting the structural components or the Systems and Equipment of the Building or the Project. Tenant shall construct such Alterations provided such contractors and subcontractors are unrelated to Landlord and agree to perform such work at competitive prices repairs in conformance with all applicable Laws and are reasonably available); (e) pursuant to a valid building permit, issued by the City of Emeryville, and in conformance with Landlord’s reasonable, non-discriminatory construction rules and regulations (which regulations. Landlord’s approval of the plans, specifications and working drawings for Tenant’s Alterations shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all Laws. All work with respect to any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises shall at all times be a complete unit except during the period of work and all materials used shall be made available of a quality comparable to or better than those in the Premises and the Project and shall be in accordance with the plans and specifications previously approved by Landlord. In performing the work of any such Alterations, Tenant upon request); and (f) shall have the work performed in such manner so as not to unreasonably obstruct access to the Building, or the Project or any portion thereof, by the common areas for any other tenant of the Building or the Project, and so as not to unreasonably obstruct the business of Landlord or other tenants of the Building or the Project, or interfere Landlord’s normal and customary business operations with the labor force working at the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary usesthe Project. In addition, prior to the commencement of such Alterations, Tenant shall provide Landlord with evidence that Tenant or its contractor carries “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterations, and such other insurance as Landlord may reasonably require. Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against the Building or Project as a result of the performance by Tenant Upon completion of any Alterations and/or installation by Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of Alameda in accordance with Section 3093 of the Civil Code of the State of California or any furniture, fixtures or equipment in or at the Premises, Building or Projectsuccessor statute, and Tenant shall indemnify, defend and hold Landlord harmless from and against all Claims in connection with any such liensdeliver to the Building management office a reproducible copy of the “as built” drawings of the Alterations.

Manner of Construction. All Alterations performed by or on behalf of Tenant shall be performed: (a) at Tenant’s sole cost and expense, which shall include, without limitation, payment to Landlord of have obtained Landlord’s reasonable out-of-pocket costs incurred by Landlord to review Tenant’s plans and specifications for the Alterations; (b) in a diligent and good and workmanlike manner; (c) in compliance with approval of all Applicable Laws and in substantial conformance with the plans and specifications therefor submitted by Tenant to Landlord (and Main Lease approved by Landlordplans, to the extent such approval was required); (d) by specifications, drawings, contractors and subcontractors selected by Tenant and reasonably approved by Landlord (except that Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Landlord’s reasonable, non-discriminatory construction rules and regulations (which shall be made available to Tenant upon request); and (f) in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to unreasonably interfere Landlord’s normal and customary business operations at the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary uses. In addition, prior to the commencement of Tenant’s construction of the Alterations; provided, however, a contractor of Landlord’s selection shall perform all mechanical, electrical, plumbing, structural, and heating, ventilation and air conditioning work, and such Alterations, work shall be performed at Tenant’s cost. Tenant shall provide Landlord with evidence that Tenant or its contractor carries agrees to carry “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterations, and such other insurance as Landlord may reasonably require. In addition, Landlord may, in its discretion, as to Alterations which cost in excess of $50,000, require Tenant to obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the lien-free completion of such Alterations and naming Landlord as a co-obligee. Further, Tenant shall pay to Landlord or its agent a five percent (5%) supervision fee (provided that such supervision fee will be reduced to the extent Landlord’s actual out of pocket cost is lower than 5%) based upon the cost of such work. Tenant shall construct such Alterations and perform such repairs in conformance with any and all applicable laws and pursuant to a valid building permit, issued by the appropriate governmental authorities, in conformance with Landlord’s construction rules and regulations and in a diligent, good and workmanlike manner. If such Alterations trigger a legal requirement upon Landlord to make any Alterations or improvements to the Building or Common Areas, Tenant shall, as Additional Rent, reimburse Landlord for the cost thereof within twenty thirty (2030) days after demandfollowing receipt of an invoice therefor. Landlord’s approval of the plans, remove specifications and working drawings for Tenant’s Alterations shall create no responsibility or bond against liability on the part of Landlord for their completeness, design sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authorities. Upon completion of any liens imposed against Alterations, Tenant agrees to cause a Notice of Completion (or equivalent) to be posted (if applicable) and recorded in the office of the Recorder of the County in which the Building or Project as is located in accordance with all applicable state statutes, and Tenant shall deliver to the Building management office a result reproducible copy of the performance by Tenant “as built” drawings of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Project, and shall indemnify, defend and hold Landlord harmless from and against all Claims in connection with any such liensAlterations.

Manner of Construction. All Alterations performed Tenant shall utilize only competent contractors, subcontractors, materials, mechanics and materialmen reasonably approved by Landlord for the construction of any Alterations, which approval shall not be unreasonably withheld, conditioned or on behalf of delayed; provided, however, that Tenant shall be performed: entitled to use its employees to make Alterations which do not affect the mechanical or structural portions of the Premises or the Building Structure so long as Tenant complies with all other provisions of this ARTICLE 8. Upon Landlord's request (a) unless Landlord waived, at the time of Landlord's approval of any Alterations pursuant to the provisions of SECTION 8.5, below, its right to make such request), Tenant shall, at Tenant’s sole cost and 's expense, which remove such Alterations upon the expiration or any early termination of the Lease. If such Alterations will involve the use of or disturb Hazardous Materials or substances existing in the Premises, Tenant shall includecomply with Landlord's rules and regulations concerning, without limitationand all Applicable Laws pertaining to, payment Hazardous Materials or substances with respect to Landlord of Landlord’s reasonable out-of-pocket costs incurred by Landlord to review Tenant’s plans such Alterations. Tenant shall construct such Alterations and specifications for the Alterations; (b) perform such repairs in a diligent and good and workmanlike manner; (c) , in compliance with all Applicable Laws and in substantial conformance with any and all applicable federal, commonwealth, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the plans City of Marlborough, and specifications therefor submitted by Tenant to Landlord (and Main Lease approved by Landlord, to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord (except that Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Landlord’s reasonable, non-discriminatory 's construction rules and regulations (which shall be made available regulations, if any, provided to Tenant upon request); in writing prior to construction of such Alterations. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the "Base Building," as that term is defined below, then Landlord shall, at Tenant's expense, make such changes to the Base Building. The "BASE BUILDING" shall include the Building Structure, and (f) the public restrooms and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are located. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to unreasonably interfere obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and promptly after notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord’s normal and customary business operations at 's reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary usesthe Common Areas. In additionaddition to Tenant's obligations under ARTICLE 9 of this Lease, prior to the commencement of such Alterations, Tenant shall provide Landlord with evidence that Tenant or its contractor carries “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterations, and such other insurance as Landlord may reasonably require. Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against the Building or Project as a result of the performance by Tenant upon completion of any Alterations and/or installation which affect the Building Systems and Building Structures, Tenant agrees to cause such notices as may be necessary to evidence completion of any work undertaken by Tenant to be recorded in the office of the Recorder of the County of Middlesex in accordance with the laws of the Commonwealth of Massachusetts or any furniture, fixtures or equipment in or at the Premises, Building or Projectsuccessor statute, and Tenant shall indemnifydeliver to the Project management office a reproducible copy of the "as built" drawings of the Alterations as well as all permits, defend approvals and hold Landlord harmless from and against all Claims other documents issued by any governmental agency in connection with any such liensthe Alterations.

Manner of Construction. All Landlord may impose, as a condition of its consent to any and all Alterations performed or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors, subcontractors, materials, mechanics and materialmen selected by or on behalf of Tenant shall be performed: (a) from a list provided and approved by Landlord, the requirement that upon Landlord’s request, Tenant shall, at Tenant’s sole cost and expense, which remove such Alterations upon the expiration or any early termination of the Lease Term. Tenant shall include, without limitation, payment to Landlord of Landlord’s reasonable out-of-pocket costs incurred by Landlord to review Tenant’s plans construct such Alterations and specifications for the Alterations; (b) perform such repairs in a diligent and good and workmanlike manner; (c) , in compliance with all Applicable Laws and in substantial conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the plans and specifications therefor submitted by Tenant to Landlord (and Main Lease approved by LandlordCity of San Francisco, to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord (except that Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Landlord’s reasonable, non-discriminatory construction rules and regulations (which shall be made available including with respect to Tenant upon requestACM and ACCM); provided, however, that prior to commencing to construct any Alteration, Tenant shall meet with Landlord to discuss Landlord’s design parameters and code compliance issues (f) including with respect to ACM). In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the “Base Building,” as that term is defined below, then Landlord shall, at Tenant’s expense, make such changes to the Base Building. The “Base Building” shall include the structural portions of the Building, and the public restrooms, elevators, exit stairwells and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are located. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to unreasonably interfere obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in Landlord’s normal and customary business operations at reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary usesthe Common Areas. In additionaddition to Tenant’s obligations under Article 9 of this Lease, prior to the commencement upon completion of such any Alterations, Tenant shall provide Landlord agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Francisco in accordance with evidence that Tenant Section 3093 of the Civil Code of the State of California or its contractor carries “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterationsany successor statute, and such other insurance as Landlord may reasonably require. Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against shall deliver to the Building or Project as construction manager a result reproducible copy of the performance “as built” drawings of the Alterations as well as all permits, approvals and other documents issued by Tenant of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Project, and shall indemnify, defend and hold Landlord harmless from and against all Claims governmental agency in connection with any such liensthe Alterations.

Manner of Construction. All Landlord may impose, as a condition of its consent to all Alterations performed by or on behalf repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that upon Landlord’s request, Tenant shall be performed: (a) shall, at Tenant’s sole cost and expense, which shall includeremove such Alterations upon the expiration or any early termination of the Lease Term, without limitationand/or the requirement that Tenant utilize for such purposes only contractors, payment to Landlord of Landlord’s reasonable out-of-pocket costs incurred materials, mechanics and materialmen approved by Landlord (such approval not to review be unreasonably withheld, conditioned or delayed); provided, however that such removal obligations shall be specified by Landlord at the time that Landlord consents to Tenant’s plans and specifications for the requested Alterations; (b) . All work with respect to any Alterations must be done in a diligent and good and workmanlike manner; (c) manner in compliance with all Applicable Laws applicable laws and in substantial conformance with the plans and specifications therefor submitted by Tenant to Landlord (and Main Lease approved by Landlord, to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord (except that Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Landlord’s reasonable, non-discriminatory commercially reasonable construction rules and regulations (which regulations, and diligently prosecuted to completion. Landlord shall not require that union labor be made available to used in the construction of the Tenant upon request); and (f) Improvements or any Alterations. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to unreasonably obstruct access to the Project Building or any portion thereof, by the Common Areas for any other tenant of the ProjectBuilding, and so as not to obstruct the business of Landlord or other tenants in the Building, or unreasonably interfere Landlord’s normal and customary business operations at with the Building or Project or other tenants’ or occupants’ use or enjoyment of their premises for reasonable and customary useslabor force working in the Building. In addition, prior to the commencement of such event that Tenant makes any Alterations, Tenant shall provide Landlord with evidence that Tenant or its contractor carries agrees to carry “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterations, and such other insurance as Landlord may reasonably require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to Article 10 of this Lease immediately upon completion thereof. In addition, unless Tenant shallmeets the Net Worth Hurdle described in the second sentence of Section 21.4 below, within twenty for work that costs in excess of Five Million Dollars (20) days after demand$5,000,000), remove Landlord may, in its commercially reasonable discretion, require Tenant to obtain a lien and completion bond or bond against some alternate form of security reasonably satisfactory to Landlord in an amount sufficient to ensure the lien-free completion of such Alterations and naming Landlord as a co-obligee. Upon completion of any liens imposed against Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the county in which the Building or Project as a result is located in accordance with Section 3093 of the performance by Tenant Civil Code of the State of California or any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Projectsuccessor statute, and Tenant shall indemnify, defend and hold Landlord harmless from and against all Claims in connection with any such liensdeliver to the Project management office a reproducible copy of the “as built” drawings of the Alterations.

Manner of Construction. All Lessor may impose, as a condition of its ---------------------- consent to all Alterations performed or repairs of the Premises, such requirements as Lessor in its sole discretion may deem desirable, including, but not limited to, the requirement that upon Lessor's request, Lessee shall, at Lessee's expense, remove such Alterations upon the expiration or any early termination of the Lease Term, and/or the requirement that Lessee utilize for such purposes only contractors, materials, mechanics and management selected by Lessee and approved by Lessor (which approval shall not be unreasonably withheld); provided, however, that Lessee shall utilize subcontractors approved by Lessor to perform all work that may affect the Project systems and equipment, structural aspects of the Project, the "Base, Shell and Core" (as defined in the Work Letter), or on behalf exterior appearance of Tenant the Project or Project Common Areas. Lessee shall construct such Alterations and perform such repairs in conformance with any and all applicable rules and regulations of any federal, state, county or municipal code or ordinance and pursuant to a valid building permit, issued by the City of San Francisco and in conformance with Lessor's construction rules and regulations. Any Alterations shall be performed: (a) at Tenant’s sole cost performed in conformance with plans, specifications and expenseworking drawings first approved by Lessor. Lessor's approval of the plans, which specifications and working drawings for Lessee's Alterations shall includecreate no responsibility or liability on the part of Lessor for their completeness, without limitationdesign sufficiency, payment or compliance with all laws, rules and regulations of governmental agencies or authorities. All work with respect to Landlord of Landlord’s reasonable out-of-pocket costs incurred by Landlord to review Tenant’s plans and specifications for the Alterations; (b) any Alterations must be done in a diligent and good and workmanlike manner; (c) in compliance with all Applicable Laws manner and in substantial conformance with the plans and specifications therefor submitted by Tenant diligently prosecuted to Landlord (and Main Lease approved by Landlord, completion to the extent end that the Premises shall at all times be a complete unit except during the period of work. In performing the work of any such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord (except that Landlord may reasonably designate Alterations, Lessee shall have the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Landlord’s reasonable, non-discriminatory construction rules and regulations (which shall be made available to Tenant upon request); and (f) performed in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, by for any other tenant lessee of the Project, and so as not to unreasonably interfere Landlord’s normal and customary obstruct the business operations at the Building or Project of Lessor or other tenants’ lessees in the Project, or occupants’ use or enjoyment of their premises for reasonable and customary usesinterfere with the labor force working in the Project. In addition, prior to the commencement of such event that Lessee makes any Alterations, Tenant shall provide Landlord with evidence that Tenant or its contractor carries “Lessee agrees to carry "Builder’s 's All Risk” " insurance in an amount reasonably approved by Landlord (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) Lessor covering the construction of such Alterations, and such other insurance as Landlord Lessor may reasonably require, it being understood and agreed that all of such Alterations shall be insured by Lessee pursuant to Article 9 immediately upon completion thereof. Tenant shallIn addition, within twenty (20) days after demandLessor may, remove in its discretion, require Lessee to obtain a lien and completion bond or bond against some alternate form of security satisfactory to Lessor in an amount sufficient to ensure the lien-free completion of such Alterations and naming Lessor as a co-obligee. Upon completion of any liens imposed against Alterations, Lessee agrees to cause a Notice of Completion to be recorded in the Office of the Recorder of the City and County of San Francisco in accordance with section 3093 of the Civil Code of the State of California or any successor statute and Lessee shall deliver to the Building or Project as management office a result reproducible copy of the performance by Tenant "as built" drawings of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Project, and shall indemnify, defend and hold Landlord harmless from and against all Claims in connection with any such liensAlterations.

Manner of Construction. All Landlord may impose, as a condition of its consent to any and all Alterations performed by or on behalf repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement made at the time such consent is granted, which shall apply only to improvements which landlords of comparable office buildings generally do not permit tenants to leave in their premises upon the expiration or earlier termination of their lease, that Tenant shall be performed: (a) shall, at Tenant’s sole cost and expense, which shall includeremove such Alterations upon the expiration or any early termination of the Lease Term, without limitationand/or the requirement that Tenant utilize for such purposes only contractors, payment to Landlord materials, mechanics and materialmen approved by Landlord. In any event, a contractor of Landlord’s reasonable outselection shall perform all work that may affect the Systems and Equipment, structural aspects of the Building or exterior appearance of the Building; provided that Landlord shall cause the contractor to charge Tenant for such work an amount equal to the costs that competitive first-of-pocket costs incurred by Landlord to review class, reputable and reliable contractors would have charged Tenant (but not necessarily the lowest available), and such work shall be performed at Tenant’s plans cost. Tenant shall construct such [Foundation Health Systems] Alterations and specifications for the Alterations; (b) perform such repairs in a diligent and good and workmanlike manner; (c) in compliance with all Applicable Laws and in substantial conformance with the plans any and specifications therefor submitted by Tenant all applicable federal, state, county or municipal laws, rules and regulations and pursuant to Landlord (and Main Lease approved by Landlorda valid building permit, to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord (except that Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Landlord’s reasonable, non-discriminatory reasonable construction rules and regulations (which regulations. All work with respect to any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises shall at all times be made available to a complete unit except during the period of work. In performing the work of any such Alterations, Tenant upon request); and (f) shall have the work performed in such manner so as not to unreasonably obstruct access to the Project or any portion thereof, thereof by any other tenant of the Project, and so as not to unreasonably interfere Landlord’s normal and customary obstruct the business operations at the Building or Project of Landlord or other tenants’ tenants in the Project, or occupants’ use or enjoyment of their premises for reasonable and customary usesinterfere with the labor force working in the Project. In additionaddition to Tenant’s obligations under Section 19.18 of this Lease, prior to the commencement upon completion of such any Alterations, Tenant shall provide Landlord agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of Los Angeles in accordance with evidence that Tenant Section 3093 of the Civil Code of the State of California or its contractor carries “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (not to exceed the amount of coverage typically required by landlords of Comparable Buildings) covering the construction of such Alterationsany successor statute, and such other insurance as Landlord may reasonably require. Tenant shallshall deliver to the Project management office a reproducible, within twenty (20) days after demand, remove or bond against any liens imposed against the Building or Project as a result full-sized copy of the performance by Tenant “as built” drawings (1/8 inch = 1 foot scale) of any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Project, and shall indemnify, defend and hold Landlord harmless from and against all Claims in connection with any such liensAlterations.

Manner of Construction. All Landlord may impose, as a condition of its consent to any and all Alterations performed by or on behalf repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that upon Landlord's request, Tenant shall, at Tenant's expense, remove such Alterations upon the expiration or any early termination of the Lease Term; provided, however, that Landlord may not require Tenant to remove at the expiration or any early termination of this Lease any Tenant Improvements shown in the Approved Schematic Plans or any Alternations consistent with the improvements shown in the Approved Schematic Plan, or any Alterations which are otherwise consistent with typical tenant improvements in the biotechnology or pharmaceutical industries. Tenant shall be performed: (a) at Tenant’s sole cost construct such Alterations and expense, which shall include, without limitation, payment to Landlord of Landlord’s reasonable out-of-pocket costs incurred by Landlord to review Tenant’s plans and specifications for the Alterations; (b) perform such repairs in a diligent and good and workmanlike manner; (c) in compliance with all Applicable Laws and in substantial conformance with the plans and specifications therefor submitted by Tenant to Landlord (and Main Lease approved by Landlord, to the extent such approval was required); (d) by contractors and subcontractors selected by Tenant and reasonably approved by Landlord (except that Landlord may reasonably designate the contractors and subcontractors to perform all B/S Alterations provided such contractors and subcontractors are unrelated to Landlord and agree to perform such work at competitive prices and are reasonably available); (e) in conformance with Landlord’s reasonableany and all applicable federal, non-discriminatory construction state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the city in which the Building is located (which or other applicable governmental authority). Tenant shall be made available to Tenant not use (and upon request); and (fnotice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in such manner so as not to unreasonably obstruct access to Landlord's reasonable judgment, would disturb labor harmony with the Project workforce or any portion thereoftrades engaged in performing other work, by any other tenant of the Project, and so as not to unreasonably interfere Landlord’s normal and customary business operations at labor or services in or about the Building or Project or other tenants’ or occupants’ use or enjoyment the Common Areas. Upon completion of their premises for reasonable and customary uses. In addition, prior to the commencement of such any Alterations, Tenant shall provide deliver to Landlord with evidence that Tenant or its contractor carries “Builder’s All Risk” insurance in an amount reasonably approved by Landlord (not final lien waivers from all contractors, subcontractors and materialmen who performed such work. In addition to exceed the amount Tenant's obligations under Article 9, upon completion of coverage typically required by landlords of Comparable Buildings) covering the construction of such any Alterations, and such other insurance as Landlord may reasonably require. Tenant shall, within twenty (20) days after demand, remove or bond against any liens imposed against Txxxxx agrees to cause a Notice of Completion to be recorded in the Building or Project as a result office of the performance by Tenant Recorder of the County of San Mateo in accordance with Section 3093 of the Civil Code of the State of California or any Alterations and/or installation by Tenant of any furniture, fixtures or equipment in or at the Premises, Building or Projectsuccessor statute, and Tenant shall indemnifydeliver to the Project construction manager a reproducible copy of the "as built" drawings of the Alterations as well as all permits, defend approvals and hold Landlord harmless from and against all Claims other documents issued by any governmental agency in connection with any such liensthe Alterations.