Common use of Sublessee Improvements Clause in Contracts

Sublessee Improvements. Sublessee may, at its option and in strict accordance with the provisions of the Master Lease, including, without limitation, Sections 6.03 and 6.04 thereof, and this Sublease, complete certain sublessee improvements to prepare the Subleased Premises for Sublessee’s occupancy thereof, consisting, conceptually, of the following: modifications to the existing data center, demolition of certain network labs, possible modifications to the existing executive suites and modifications to the shipping and receiving area (the “Sublessee Improvements”). The Sublessee Improvements shall be constructed at Sublessee’s sole cost and expense, without any contribution or improvement allowance from Sublessor. Sublessee shall not make or permit anyone to make any Sublessee Improvements without the prior written consent of Sublessor, which shall not be unreasonably withheld, conditioned or delayed, and of Master Lessor in accordance with the Master Lease. In connection with the foregoing, Sublessee shall submit to Sublessor, for prior written approval by Sublessor, which shall not be unreasonably withheld, conditioned or delayed, and Master Lessor, any and all space plans, preliminary plans, design development drawings and construction documents required by Master Lessor to be provided in connection with the Sublessee Improvements. Any and all costs and expenses associated with the acquisition of cabling, equipment, furniture, security systems or other personal property for Sublessee or the Subleased Premises or the installation or placement of any of the foregoing within the Subleased Premises or with the project management for the performance of the Sublessee Improvements (collectively, “Sublessee’s Personal Property and Services”), also shall be paid for by and be the sole responsibility of Sublessee, except to the extent included as part of the Personal Property described in Paragraph 35 below.

Sublessee Improvements. Sublessee maywill not make any improvements or alterations to the Expansion Space without Sublessor’s prior written consent (and the consent of Lessor if required by the Master Lease), at which consent may be withheld in its option reasonable discretion (provided that it shall be reasonable for Sublessor to withhold consent if Lessor withholds its consent to such alterations or requires that such alterations be removed and the Premises be restored upon lease expiration). Notwithstanding the foregoing, Sublessor consents to the removal of four (4) private interior offices within the Expansion Space as shown on Exhibit A; provided that such consent is contingent upon Sublessee obtaining the consent of Lessor pursuant to the Master Lease) All improvements or alterations will be made in strict accordance with the provisions Section 12 of the Master Lease, including, without limitation, Sections 6.03 and 6.04 thereof, and this Sublease, complete certain sublessee improvements to prepare the Subleased Premises for Sublessee’s occupancy thereof, consisting, conceptually, of the following: modifications to the existing data center, demolition of certain network labs, possible modifications to the existing executive suites and modifications to the shipping and receiving area (the “Sublessee Improvements”). The Sublessee Improvements shall be constructed at Sublessee’s sole cost and expense, without any contribution or improvement allowance from Sublessor. Sublessee shall not make pay any and all costs associated with such improvements or permit anyone alterations. Sublessee shall be responsible for performing and completing the improvements or alterations and upon substantial completion thereof, Sublessee shall provide to make any Sublessee Improvements without Sublessor (i) paid invoices for all of the prior written consent of Sublessorimprovements or alterations performed, which shall not be unreasonably withheld, conditioned (ii) a statement by the architect or delayed, and of Master Lessor contractor that all improvements or alterations have been completed in accordance with the Master Leaseplans approved by Sublessor and Lessor, (iii) mechanics lien releases satisfying the requirements of California law and (iv) any other documentation reasonably requested by Sublessor or Lessor. In connection with the foregoing, Sublessee shall submit pay Sublessor a total fee of two percent (2%) of the cost of the improvements or alterations for Lessor’s and Sublessor’s role in managing or reviewing any improvements or alterations and there shall be no additional management fee/charges due from Sublessee related to improvements or alterations, unless Lessor charges any additional fee on account of the improvements or alterations, in which case Sublessee will reimburse such charges to Sublessor. The design and construction of the improvements or alterations shall be subject to Sublessor’s reasonable approval and Lessor’s approval per the Master Lease and will be constructed in accordance with all terms and conditions of the Master Lease and all applicable laws, ordinances, rules and regulations applicable to the Expansion Space. Sublessee shall use DGA Architects and DPR Construction for the space planning and construction of the improvements or alterations; provided that Lessor approves such parties. All other subcontractors and vendors used by Sublessee will be subject to the prior consent of Sublessor and Lessor. Sublessor shall use reasonable efforts to assist Sublessee in obtaining Lessor’s approval for the improvements or alterations, at no cost to Sublessor, for prior written approval by Sublessor, which shall but Sublessor will have no liability and this Amendment will not be unreasonably withheld, conditioned affected in the event Lessor refuses to consent to any or delayed, and Master Lessor, any and all space plans, preliminary plans, design development drawings and construction documents required by Master Lessor to be provided in connection with of Sublessee’s proposed improvements or alterations. At the Sublessee Improvements. Any and all costs and expenses associated with the acquisition of cabling, equipment, furniture, security systems or other personal property for Sublessee or the Subleased Premises or the installation or placement of any expiration of the foregoing within the Subleased Premises or with the project management for the performance of the Expansion Space Term, Sublessee Improvements may (collectively, “Sublessee’s Personal Property and Services”), also shall be paid for by and be the sole responsibility of Sublessee, except to the extent included as part permitted by the Master Lease) and shall (if required by Lessor or Sublessor) remove from the Expansion Space all improvements or alterations (and any Alterations subsequently installed by or on behalf of Sublessee) and Sublessee’s personal property and shall repair any damage and perform any restoration work caused by such removal and shall otherwise comply with the Master Lease requirements for restoration of the Personal Property described in Paragraph 35 belowExpansion Space.

Sublessee Improvements. (a) Sublessor shall provide construction of the tenant improvements in accord with specifications set forth in Exhibit D attached hereto and made a part hereof, the cost to Sublessor of which shall not exceed $240,000.00, which sum shall be used for architectural drawings, office design services, working drawings (including mechanical engineering and plumbing) and furniture work station relocation and installation. Prior to the full execution of this Sublease all plans and specifications to be incorporated into this Sublease as Exhibit D shall be approved in writing by Sublessor. The cost of any work in Exhibit D in excess of $240,000 as well as for work outside of the scope of work set forth on Exhibit D shall be to Sublessee's account. Upon Sublessor's completion of the tenant improvements, Sublessor and Sublessee mayshall agree on a punch list of areas of work which were not done to Sublessee's reasonable satisfaction and Sublessor shall within fifteen (15) days thereafter cause such punch list items to be corrected and completed. Sublessor agrees to transfer to Sublessee any warranties it may receive for tenant improvements constructed for Sublessee. (b) Sublessor agrees to grant Sublessee a moving allowance of up to Twenty One Thousand Three Hundred Eighteen and 00/100 ($21,318.00) Dollars. Sublessor may use such allowance to cover any cost for tenant improvements for which Sublessee is responsible. The balance of the moving allowance set forth herein shall be credited to Sublessee against the rentals due under the terms of this Sublease in the order that such rentals become due. To the extent that Sublessee's actual moving expenses do not equal Twenty One Thousand Three Hundred Eighteen and 00/100 ($21,318.00) Dollars, Sublessor shall have the right to use the balance of the unused moving allowance toward the Sublessee Improvements set forth in Section 4 herein. (c) Sublessor shall provide Sublessee with up to eighty (80) furniture workstations and all other furnishings which are located on the Subleased Premises at the time of execution of this Sublease. Sublessee shall have the right, at its option and in strict accordance with the provisions end of the Master Lease, including, without limitation, Sections 6.03 and 6.04 thereof, and initial term or any renewal term of this Sublease, complete certain sublessee improvements to prepare remove and retain the original eighty workstations identified on Exhibit C, provided that, upon removal, Sublessee shall restore the Subleased Premises for Sublessee’s occupancy thereof, consisting, conceptually, as required in Section 24 hereunder. Title to such work stations shall pass at the end of the following: modifications initial term, and Sublessor shall upon request of Sublessee deliver such bills of sale or other instruments (warranting title and otherwise disclaiming all warranties whatsoever) as Sublessee may require in order to the existing data centermore effectively transfer title to Sublessee. (d) Sublessee, demolition of certain network labs, possible modifications to the existing executive suites and modifications to the shipping and receiving area (the “Sublessee Improvements”). The Sublessee Improvements shall be constructed at Sublessee’s 's sole cost and expense, without any contribution shall have the right to install a satellite dish either on the property surrounding the building on the Premises or improvement allowance from on the roof of the building, at Sublessor. Sublessee shall not make or permit anyone to make any Sublessee Improvements without the prior written consent of Sublessor, which shall not be unreasonably withheld, conditioned or delayed, and of Master Lessor in accordance with the Master Lease's sole option. In connection with the foregoingevent Sublessee desires to install a satellite dish on the Premises, Sublessee shall submit to Sublessor, for prior written approval by Sublessor, which shall not be unreasonably withheld, conditioned or delayed, and Master Lessor, any and all space plans, preliminary plans, design development drawings and construction documents required by Master Lessor to be provided advise Sublessor in connection with writing of the Sublessee Improvements. Any and all costs and expenses associated with the acquisition of cabling, equipment, furniture, security systems or other personal property for Sublessee or the Subleased Premises or the installation or proposed placement of any the satellite dish and Sublessor shall notify Sublessee of the foregoing its approval or disapproval of Sublessee's request within the Subleased Premises or ten (10) days of Sublessee's request. If Sublessor approves Sublessee's request, Sublessee shall comply with the project management all of Sublessor's requirements for the performance placement, maintenance, repair and restoration of any area to which the Sublessee Improvements (collectively, “Sublessee’s Personal Property and Services”), also shall be paid for by and be the sole responsibility of satellite dish is affixed. Sublessee, except at its cost and expense will secure all necessary government approvals and comply with all applicable government codes and regulations related to the extent included as part of the Personal Property described in Paragraph 35 belowsatellite dish.

Sublessee Improvements. Sublessee may, at its option and agrees to sublease the Premises in strict accordance with the provisions of the Master Lease, including, without limitation, Sections 6.03 and 6.04 thereof, and this Sublease, complete certain sublessee improvements to prepare the Subleased Premises “as is” condition. Sublessor shall reimburse Sublessee for Sublessee’s occupancy thereof, consisting, conceptually, of the following: modifications actual costs incurred in making improvements to the existing data centerPremises, demolition of certain network labsnot to exceed $3.00 per rentable square foot, possible modifications as determined by Landlord’s architect pursuant to the existing executive suites and modifications to the shipping and receiving area Paragraph 3, above (the “Sublessee Improvements”). The Upon completion of Sublessee Improvements shall be constructed at Sublessee’s sole cost and expense, without any contribution or improvement allowance from Sublessor. Sublessee shall not make or permit anyone to make any Sublessee Improvements without the prior written consent of Sublessor, which shall not be unreasonably withheld, conditioned or delayed, and of Master Lessor in accordance with the Master Lease. In connection with the foregoingImprovements, Sublessee shall submit to SublessorSublessor (i) a written statement, for prior written approval certified by Sublessoran officer of Sublessee setting forth the actual expenses incurred in completing Sublessee Improvements, which shall not be unreasonably withheld, conditioned or delayedtogether with copies of all applicable invoices, and Master Lessor, any and (ii) copies of releases of lien from all space plans, preliminary plans, design development drawings and construction documents required by Master Lessor to be provided suppliers of materials or services used in connection with the making Sublessee Improvements. Any Within 30 days of Sublessor’s receipt of all necessary documentation, Sublessor shall pay to Sublessee an amount equal to the actual costs incurred in making Sublessee Improvements, not to exceed $3.00 per rentable square foot, or at Sublessor’s option, credit said amount to Sublessee as an equivalent amount of free rent. Upon execution of this Sublease, Sublessee shall provide to Sublessor written plans and specifications for all costs Sublessee Improvements. Sublessor shall immediately submit said plans and expenses associated with specifications to the acquisition Landlord for approval. Landlord shall approve or request modifications to the plans and specifications within three (3) days of cabling, equipment, furniture, security systems or other personal property for Sublessee or the Subleased Premises or the installation or placement of any its receipt of the foregoing within same. Sublessee shall not cause any Sublessee Improvements to be made to the Subleased Premises or with the project management for the performance until written approval of the plans and specifications is received from Landlord under the Lease. All Sublessee Improvements (collectively, “Sublessee’s Personal Property and Services”), also shall be paid for other improvements by and be the sole responsibility of Sublessee, except Sublessee to the extent included as Premises shall conform to all applicable governmental ordinances and regulations, including but not limited to required permits and approvals, and shall become part of the Personal Property described in Paragraph 35 belowrealty upon installation thereof. At the end of the Term or any renewal thereof, Sublessee shall remove from the Premises, at Sublessee’s cost, all of Sublessee’s equipment, fixtures and personal property, and repair any damage to the Premises caused by such removal.

Sublessee Improvements. Sublessee may, at its option and in strict accordance with During the provisions Term of the Master Lease, including, without limitation, Sections 6.03 and 6.04 thereof, and this Sublease, complete certain sublessee improvements to prepare the Subleased Premises for Sublessee’s occupancy thereofSublessor, consisting, conceptually, of the following: modifications to the existing data center, demolition of certain network labs, possible modifications to the existing executive suites and modifications to the shipping and receiving area (the “Sublessee Improvements”). The Sublessee Improvements shall be constructed at SublesseeSublessor’s sole cost and expenseexpense shall: • If required by Sublessee, without per a mutually agreeable plan and conditioned upon the receipt of any contribution necessary prior approval or improvement allowance from Sublessorconsent by Landlord, which approvals and consents Sublessor shall diligently pursue, demise the Master Premises to accommodate a multi-tenant use; • Provide Sublessee with one (1) server closet within the Master Premises inclusive of a supplemental cooling system; and • Provide Sublessee with exclusive use of the reception area servicing the Master Premises. Notwithstanding the foregoing, Sublessee shall may not make any improvements, alterations, additions or permit anyone changes to make the Subleased Premises or any Sublessee Improvements mechanical, plumbing or HVAC facilities or systems pertaining to the Subleased Premises (collectively, the “Alterations”) without first procuring the prior written consent of Sublessorboth Sublessor and Landlord to such Alterations, which consent shall be requested by Sublessee not less than fifteen (15) business days prior to the commencement thereof, and which consent shall not be unreasonably withheldwithheld by Sublessor or Landlord, conditioned provided it shall be deemed reasonable for Sublessor or delayed, and Landlord to withhold its consent to any Alteration which adversely affects the structural portions or the systems or equipment of Master Lessor in accordance with the Master LeaseBuilding or is visible from the exterior of the Building. In connection with Notwithstanding the foregoing, Sublessee shall submit be permitted to Sublessormake Alterations following ten (10) business days’ notice to Sublessor and Landlord, but without Sublessor and Landlord’s prior consent, to the extent that such Alterations do not (i) adversely affect the systems and equipment of the Building, exterior appearance of the Building, or structural aspects of the Building, (ii) adversely affect the value of the Master Premises, Subleased Premises, or Building, (iii) require a building or construction permit, or (iv) cost more than ______________________________________________ for prior written approval by Sublessor, which a particular job of work. All other applicable provisions of Section 8 of the Master Lease shall not be unreasonably withheld, conditioned or delayed, also apply hereunder as if Sublessee is the “Tenant” thereunder and Master Lessor, any and all space plans, preliminary plans, design development drawings and construction documents required by Master Lessor to be provided in connection with the Sublessee Improvements. Any and all costs and expenses associated with the acquisition of cabling, equipment, furniture, security systems or other personal property for Sublessee or the Subleased Premises or is the installation or placement of any of the foregoing within the Subleased Premises or with the project management for the performance of the Sublessee Improvements (collectively, “Sublessee’s Personal Property and Services”), also shall be paid for by and be the sole responsibility of Sublessee, except to the extent included as part of the Personal Property described in Paragraph 35 belowPremises” thereunder.

Sublessee Improvements. Sublessee may12.1 Subject to Sublessor’s review and approval of size, at its option weight and in strict accordance with the provisions method of the Master Lease, including, without limitation, Sections 6.03 and 6.04 thereof, and this Sublease, complete certain sublessee improvements to prepare the Subleased Premises for Sublessee’s occupancy thereof, consisting, conceptually, of the following: modifications to the existing data center, demolition of certain network labs, possible modifications to the existing executive suites and modifications to the shipping and receiving area installation (the “Sublessee Improvements”). The Sublessee Improvements shall be constructed at Sublessee’s sole cost and expense, without any contribution or improvement allowance from Sublessor. Sublessee shall not make or permit anyone to make any Sublessee Improvements without the prior written consent of Sublessor, which shall approval will not be unreasonably withheld, conditioned or delayed), and Sublessee may install, at Sublessee’s expense, all equipment for Sublessee’s use of Master Lessor in accordance with the Master LeaseSubleased Premises as contemplated herein. In addition to any requirements otherwise set forth in this Sublease, Sublessee shall insure that such installation complies with applicable law, take such commercially reasonable measures as are necessary to insure that such installation does not harm the structural integrity or floor of the Subleased Premises, insure that all roof penetrations, if any, results in leak-free, impermeable sealed roof surface which does not impact roof drainage, repair and replace any ductwork which is affected by the installation of said equipment in a manner that does not adversely affect the performance of the HVAC at the Building and, prior to the expiration or termination of the Sublease, remove such installations and restore all aspects of the Subleased Premises altered in connection with the foregoinginstallation or removal of said equipment to the condition existing as of the Commencement Date. 12.2 Except for (a) the improvements described in Sections 12.1 and (b) and any improvements which do not exceed $5,000 in total consideration, Sublessee shall submit not make or allow to Sublessor, for prior be made any alterations or physical additions in or to the Subleased Premises without first obtaining the written approval by consent of Sublessor, which consent shall not be unreasonably withheld, conditioned or delayed, and Master Lessor, any and all space plans, preliminary plans, design development drawings and construction documents required by Master Lessor to be provided in connection with the Sublessee Improvementsdenied. Any approved alterations, physical additions or improvements to the Subleased Premises made by Sublessee and all costs permanently affixed to the Subleased Premises shall at once become the property of Sublessor and expenses associated with shall be surrendered to Sublessor upon the acquisition termination of cablingthis Sublease. This clause shall not apply to trade fixtures, moveable equipment, furniture, security systems furniture or other personal property for owned by Sublessee, which may be removed by Sublessee or at the Subleased Premises or the installation or placement of any end of the foregoing within the Subleased Premises or with the project management for the performance term of the Sublessee Improvements (collectively, “Sublessee’s Personal Property and Services”), also shall be paid for by and be the sole responsibility of Sublessee, except to the extent included as part of the Personal Property described in Paragraph 35 belowthis Sublease.

Sublessee Improvements. Sublessee may, at its option and in strict accordance with the provisions of the Master Lease, including, without limitation, Sections 6.03 and 6.04 thereof, and this Sublease, complete certain sublessee improvements to prepare the Subleased Premises for Sublessee’s occupancy thereof, consisting, conceptually, of the following: modifications to the existing data center, demolition of certain network labs, possible modifications to the existing executive suites and modifications to the shipping and receiving area (the “Sublessee Improvements”). The Sublessee Improvements shall be constructed at Sublessee’s sole cost and expense, without any contribution or improvement allowance from Sublessor. Sublessee shall not make or permit anyone any alterations to make any Sublessee Improvements the Premises without the prior written consent required by the Lease. Subject to Sublessor’s review and approval of SublessorSublessee’s plans, which (approvals shall not be unreasonably withheld, conditioned or delayed, and of Master Lessor in accordance with the Master Lease. In connection with the foregoing), Sublessee shall submit be permitted to upgrade the Premises to Biosafety Level 2 or 3, add additional office and laboratory space consistent with its use of the Premises for pharmaceutical research and development laboratory and related office purposes and make usual and customary non-structural alterations in the ordinary course of business. Any request for Sublessor, for prior written approval ’s and Lessor’s consent shall be accompanied by Sublessor, which shall not be unreasonably withheld, conditioned or delayed, plans and Master Lessor, any specifications sufficient in detail to permit Sublessor and all space plans, preliminary plans, design development drawings and construction documents required by Master Lessor to perform its evaluation. Sublessee shall pay all costs for all such improvements approved by the Sublessor and Lessor. All such improvements shall be provided in connection with the Sublessee Improvementsconstructed by Lessor and such construction may be performed by a subsidiary, affiliate or employees of Lessor pursuant to a construction contract to be entered into by and between Lessor and Sublessee. Any and all costs improvements erected by Sublessee shall, at Lessor’s option, be the property of the Lessor and expenses associated shall remain at the Premises upon termination of the Sublease. Sublessor shall provide Sublessee with all relevant design and construction records which are in its possession. Prior to December 1, 2004, Sublessee shall have non-exclusive access for such occupancy planning and tenant improvement purposes. Sublessee agrees that it shall conduct any such work at its expense and so as not interfere with the acquisition of cabling, equipment, furniture, security systems or other personal property for Sublessee or the Subleased Premises or the installation or placement of any current occupancy of the foregoing within the Subleased Premises building by Tenant or with the project management for the performance of the Sublessee Improvements (collectively, “Sublessee’s Personal Property and Services”), also any existing subtenant. Sublessor agrees that it shall be paid for by and be the sole responsibility of Sublessee, except coordinate access to the extent included as part of the Personal Property described in Paragraph 35 belowbuilding with Sublessee to enable Sublessee to perform its necessary work prior to December 1, 2004.

Sublessee Improvements. Sublessee maySublessor approves in concept (with final approval, at its option which shall not be unreasonably withheld or delayed, subject to review and approval of Sublessee’s final plans in strict accordance with the provisions of the Master Lease, including, without limitation, Sections 6.03 and 6.04 thereof, and this Sublease, complete connection therewith) certain sublessee improvements to prepare be constructed in the Subleased Premises for Sublessee’s occupancy thereof, consisting, conceptually, of the following: modifications to the existing data center, demolition of certain network labs, possible modifications to the existing executive suites and modifications to the shipping and receiving area by Sublessee as more particularly described on Exhibit B (the “Sublessee Improvements”). The Nothing contained in the foregoing conceptual approval, however, shall be deemed to release Sublessee from the obligation to obtain the Master Lessor’s consent to the Sublessee Improvements. Within five (5) days after Sublessee’s execution of this Sublease, Sublessee shall deliver to Sublessor and Master Lessor plans and specifications for the Sublessee Improvements containing detail sufficient to permit Master Lessor and Sublessor to review and approve, condition or disapprove such plans in accordance with the applicable provisions of the Master Lease. Sublessee shall make such modifications to the plans and specifications as are reasonably requested by Sublessor and/or Master Lessor. If Master Lessor refuses to consent to the Sublessee Improvements, or if Master Lessor fails to approve or conditionally approve the plans and specifications within twenty (20) days after Sublessee’s delivery thereof, Sublessor’s approval, if previously given, shall be deemed rescinded, and if not previously given shall be withheld, in which case Sublessee shall have the right to terminate this Sublease. In such event, Sublessor promptly shall return to Sublessee all sums paid by Sublessee to Sublessor in connection with Sublessee’s execution of this Sublease, and the return of all such sums shall be Sublessee’s sole and exclusive remedy in the event of a termination pursuant to the foregoing sentence. If Sublessee intends to construct alterations or improvements to the Subleased Premises other than those described as Sublessee Improvements, Sublessee shall be obligated to obtain Sublessor’s and Master Lessor’s prior written consent to such alterations or improvements. Sublessor shall not be required to provide a tenant improvement allowance to Sublessee in connection with Sublessee’s construction of any alterations or improvements, all of which shall be constructed at Sublessee’s sole cost and expense, without any contribution or improvement allowance from Sublessor. Sublessee shall not make or permit anyone to make any Sublessee Improvements without acknowledges and agrees that the prior written consent of Sublessor, which shall not be unreasonably withheld, conditioned or delayed, and of Master Lessor in accordance with the Master Lease. In connection with the foregoing, Sublessee shall submit to Sublessor, for prior written approval by Sublessor, which shall not be unreasonably withheld, conditioned or delayed, and Master Lessor, any and all space plans, preliminary plans, design development drawings and construction documents required by Master Lessor to be provided in connection with the Sublessee Improvements. Any and all costs and expenses associated with the acquisition of cabling, equipment, furniture, security systems or other personal property for Sublessee or the Subleased Premises or the installation or placement of any of the foregoing within the Subleased Premises or with the project management for the performance of the Sublessee Improvements (collectively, “Sublessee’s Personal Property and Services”), also shall be paid for by and be the sole responsibility of Sublessee, except to the extent included as part of the Personal Property free rent described in Paragraph 35 below4 of this Sublease is provided to Sublessee in lieu of any tenant improvement allowance.

Sublessee Improvements. Sublessee mayagrees that it shall accept the Premises on an "as-is" basis. Sublessee has informed Sublessor that Sublessee desires to build, at its option Sublessee's sole cost and expense, within the Premises, approximately four thousand square feet (4,000 sq. ft.) of office space, a reception area and restrooms, and further shall relocate the demising wall within the Premises in strict accordance with Exhibit "A" attached hereto (collectively, the provisions "Sublessee Improvements"). (a) Sublessor will permit Sublessee to construct the Sublessee Improvements subject however to Sublessee's satisfaction (as reasonably determined by Sublessor) of the following conditions: (i) Sublessee submits to Sublessor and Master Lessor reasonably detailed plans and specifications for the Sublessee Improvements; (ii) the plans and specifications for the Sublessee Improvements are pre-approved in writing by Sublessor, which approval shall not be unreasonably withheld; (iii) Master Lessor shall have pre-approved in writing the plans and specifications for the Sublessee Improvements; (iv) Sublessee has delivered to Sublessor written evidence of insurance acceptable to Sublessor (either certificates or certified copies of policies, as Sublessor may direct) evidencing that Sublessee has obtained all of the insurance required of Sublessee pursuant to the Sublease and the Master Lease, and such additional insurance as Sublessor may request (in Sublessor's commercially reasonable discretion) or Master Lessor may request to be obtained by Sublessee and/or its contractors; (v) Sublessee shall have obtained all licenses, permits and governmental approvals required by applicable law for Sublessee's construction of the Sublessee Improvements; (vi) Sublessee complies with all rules and regulations as may be imposed by Sublessor and/or Master Lessor in connection with such construction such as, without limitation, measures to be taken to mitigated interference with contiguous or adjacent occupants or tenants. Neither Master Lessor nor Sublessor shall have any obligations to pay for or construct any aspect of the Sublessee Improvement or to pay for or construct any facilities outside of the Premises. Sublessee shall be solely responsible for all such costs and expenses including, without limitation, Sections 6.03 costs and 6.04 thereofexpenses relating to design, permitting, construction, installation, change orders, utilities lines, utility facilities, and this Sublease, complete certain sublessee improvements to prepare the Subleased Premises for Sublessee’s occupancy thereof, consisting, conceptually, any other aspect of the following: modifications to the existing data center, demolition of certain network labs, possible modifications to the existing executive suites and modifications to the shipping and receiving area (the “Sublessee Improvements”). The . (b) All Sublessee Improvements shall be constructed in accordance with all applicable laws and building codes. All work must be performed by licensed and insured contractors pre-approved by Sublessor, which approval shall not be unreasonably withheld. Promptly following substantial completion of the Sublessee Improvements, Sublessee shall deliver to Sublessor as built plans for the Premises and the Sublessee Improvements and a certificate of occupancy for the Premises. Sublessee shall not violate any laws pertaining to occupancy of the Premises and shall not perform any activities, or occupy any portion of the Premises, in violation of applicable law. (c) Sublessor has the right to require Sublessee to provide to Sublessor, and Master Lessor, if requested, at Sublessee’s 's sole cost and expense, a lien and completion bond in an amount equal to one hundred and fifty percent (150%) of the estimated cost of the Sublessee Improvements, to protect Sublessor and Master Lessor against liability for mechanics' and materialmen's liens and to ensure completion of the Sublessee Improvements. Sublessee shall defend, indemnify and hold Sublessor and Master Lessor harmless from and against any and all claims, damages, suits, action, losses, costs and expenses including, without limitation, attorneys' fees and costs, arising from the Sublessee Improvements, the construction thereof, and any contribution mechanics', materialmen's or improvement allowance from Sublessorother liens threatened or filed against the Premises or any other property interest of Sublessor or Master Lessor. Sublessee shall not make suffer or permit anyone any lien to make be attached to or upon the Premises or any other portion of the Building or Property (as defined in the Master Lease) by reason of any act or omission of Sublessee or any work or materials provided to or for Sublessee or the Premises. If any such lien is filed against the Premises or any other portion of the Property (as defined under the Master Lease), then Sublessee shall, at its sole cost and expense, cause such lien to be released in full within ten (10) days following the date of filing thereof. Sublessee's construction of the Sublessee Improvements without are further subject to any additional restrictions and conditions with respect to alterations or improvements under the prior written consent terms of Sublessor, which shall not be unreasonably withheld, conditioned or delayed, this Sublease and of Master Lessor in accordance with the Master Lease. In connection with the foregoing, Sublessee shall submit to Sublessor, for prior written approval by Sublessor, which shall not be unreasonably withheld, conditioned All further alterations or delayed, and Master Lessor, improvements at any and all space plans, preliminary plans, design development drawings and construction documents required by Master Lessor to be provided in connection with the Sublessee Improvements. Any and all costs and expenses associated with the acquisition of cabling, equipment, furniture, security systems or other personal property for Sublessee or the Subleased Premises or the installation or placement of any of the foregoing within the Subleased Premises or with the project management time proposed for the performance of the Sublessee Improvements (collectively, “Sublessee’s Personal Property and Services”), Premises shall also shall be paid for by and be the sole responsibility of Sublessee, except subject to the extent included as part of restrictions and conditions imposed under this Sublease and the Personal Property described in Paragraph 35 belowMaster Lease.

Sublessee Improvements. Sublessee maySublessor, at its option and in strict accordance with the provisions of the Master Lease, including, without limitation, Sections 6.03 and 6.04 thereof, and this Sublease, complete certain sublessee improvements to prepare the Subleased Premises for Sublessee’s occupancy thereof, consisting, conceptually, of the following: modifications to the existing data center, demolition of certain network labs, possible modifications to the existing executive suites and modifications to the shipping and receiving area using a general contractor (the (“General Contractor”) proposed by Sublessee Improvements”). The Sublessee Improvements shall be constructed at Sublessee’s sole cost and expense, without any contribution or improvement allowance from Sublessor. Sublessee shall not make or permit anyone to make any Sublessee Improvements without the prior written consent of Sublessor, approved by Sublessor (which approval shall not be unreasonably withheld, conditioned or delayed), shall, at Sublessee's sole cost and expense (except as provided in the next paragraph), complete and construct the Sublessee improvements in accordance with the plans and specifications attached hereto and made a part hereof as Exhibit C (the "Sublessee Improvements"). Sublessor shall obtain all applicable licenses, permits and approvals to complete such construction. The cost of construction of the Sublessee Improvements shall be the actual cost to Sublessor of performing the Sublessee Improvements, including without limitation, all architectural and engineering fees and expenses and all contractor chages for the cost of the work and materials, profits, general conditions and overhead and supervision and all filing fees and other permitting costs (collectively, the "Work Costs"). Without limiting the foregoing, Sublessee shall be responsible for the reasonable costs incurred by Master Lessor and Sublessor to review (or hire outside consultants to review) Sublessee’s plans and specifications for Sublessee Improvements. Sublessor’s (but not Master Lessor’s) cost of review shall be capped at $1,000.00. Sublessor shall be responsible for the first Two Hundred Seventy-One Thousand Eight Hundred Ten and no/100th’s Dollars ($271,810.00) ($17.50 per square foot of the Premises based upon 15,532 square feet) of the Work Costs, but only to the extent (i) Sublessor receives the Landlord’s Fourth Floor Contribution from Master Lessor in accordance with Section 7 of the Master First Amendment to Lease. In connection with the foregoing, Sublessee shall submit to Sublessor, for prior written approval by Sublessor, which shall not be unreasonably withheld, conditioned or delayed, and Master Lessor, any and all space plans, preliminary plans, design development drawings and construction documents required by Master Lessor (ii) no more than $77,660.00 of Sublessor’s Contribution (as defined below) shall be applied to be provided in connection independent third party “soft” costs associated with the Sublessee Improvements. Any and all , including without limitation, consulting fees, costs and expenses associated with the acquisition of cabling, equipmentset up of computers, furnituremodems, security systems telephones, other office equipment and any applicable moving costs (the “Sublessor’s Contribution”). Sublessee shall from time to time, within ten (10) days of receipt of an invoice from Sublessor, pay to Sublessor (or to the General Contractor or such other personal property party as may be directed by Sublessor) for Work Costs incurred by Sublessor for the Sublessee or the Subleased Premises or the installation or placement of Improvements, less any of the foregoing within the Subleased Premises or amounts receivable by Sublessor from Master Lessor as Landlord’s Fourth Floor Contribution. Sublessor shall enter into a construction contract with the project management for the performance of General Contractor to perform the Sublessee Improvements (collectively, the “Sublessee’s Personal Property and ServicesConstruction Contract”), also but only in the event that the Construction Contract provides that (i) Sublessor shall only be liable under the Construction Contract to pay an amount not to exceed $271,810.00 and (ii) Sublessee shall be paid liable for by all amounts owed under the Construction Contract in excess of $271,810.00 (the “Excess Amounts”), and be the sole responsibility General Contractor shall look solely to Sublessee for the payment of Sublessee, except to the extent included as part of the Personal Property described in Paragraph 35 below.such