Common use of Tenant Improvement Plans Clause in Contracts

Tenant Improvement Plans. Any work proposed by Tenant (the “Tenant Improvements”) shall be subject to Landlord’s reasonable prior approval and shall be subject to the other terms and conditions of this Exhibit C; provided that it will be reasonable for Landlord to withhold its approval or consent (as and when applicable under this Exhibit C) if Landlord’s Mortgagee has not consented to the matter that is the subject of such approval or consent. All architectural, engineering and other design fees shall be paid by Tenant. Tenant shall use its architect, engineers and other design professionals, all of whom shall comply with any applicable licensing or governmental requirements of the City of Seattle and the State of Washington; Tenant’s architect shall be approved by Landlord (“Tenant’s Architect”), which approval shall not be unreasonably withheld, conditioned or delayed. Landlord shall also be entitled to receive a copy of the agreement between Tenant and Tenant’s Architect (the “Architect Agreement”). Tenant shall cause Tenant’s Architect to prepare a draft space plan (the “Space Plan”) for the Tenant Improvements and shall submit the proposed Space Plan to Landlord for the latter’s approval (not to be unreasonably withheld) in a time period to allow Tenant to timely complete its Tenant Improvements under this Lease. Landlord shall deliver to Tenant any written objections, questions or comments of Landlord with regard to the Space Plan within ten (10) business days of receipt; Landlord’s consent thereto shall be deemed given if not denied in writing within said ten (10) business day period. If Landlord denies its approval, it shall specify the reasons for doing so in detail. Tenant shall cause the Space Plan to be revised to address such written comments and shall resubmit said Space Plan to Landlord for approval. Such process shall continue until Landlord has approved the Space Plan. Tenant’s Architect shall then prepare working drawings and specifications for the Tenant Improvements, including architectural, structural, plumbing, mechanical, electrical, and fire protection drawings as required, suitable for permit application (the “Working Drawings”) and shall submit the proposed Working Drawings to Landlord for the latter’s approval in a time period to allow Tenant to timely complete its Tenant Improvements under this Lease. The Space Plan and Working Drawings shall be subject to Landlord’s approval, which Landlord agrees shall not be unreasonably withheld, conditioned, or delayed. Landlord shall not be deemed to have acted unreasonably if it withholds its approval thereof because, in Landlord’s reasonable opinion, the work, as described in any such item: (i) is likely to adversely affect Building Systems, the structure of the Building or the safety of the Building and/or their occupants; (ii) might impair Landlord’s ability to furnish services to Tenant or other tenants in the Building; (iii) would materially increase the cost of operating the Building; (iv) would violate any governmental laws, rules or ordinances (or interpretations thereof); (v) contains or uses hazardous or toxic materials or substances; (vi) would negatively affect the appearance of the Building; (vii) is reasonably likely to adversely affect another tenant’s premises; or (viii) is prohibited by any ground lease affecting the Building or any mortgage, trust deed or other instrument encumbering the Building. Landlord shall deliver to Tenant any written objections, questions or comments of Landlord with regard to the Working Drawings, within ten (10) business days of Landlord’s receipt of the Working Drawings; Landlord’s consent thereto shall be deemed given if not denied in writing within said ten (10) business day period. If Landlord denies its approval, it shall specify the reasons for doing so in detail. Tenant shall cause the Working Drawings to be revised to address such written comments and shall resubmit said Working Drawings to Landlord for approval. Landlord may, when approving the Tenant Improvement Plans, elect to require Tenant to remove any Non-Standard Improvements which are made to the Premises. If Landlord so elects, Tenant shall, at its own cost, restore the Premises to the condition designated by Landlord in its election, before the last day of the Term. Such process shall continue until both parties have approved the Working Drawings. Landlord’s approval of the Space Plan and/or the Working Drawings shall not be deemed any representation or warranty that the same comply with applicable codes.

Tenant Improvement Plans. Any Tenant, at Tenant's sole cost and expense, shall retain an interior architect ("Architect") to prepare plans and outline specifications to be attached as Exhibit "D" ("Tenant Improvement Plans and ----------- Specifications") with respect to the construction of the balance of the improvements to the interior premises ("Tenant Improvements") necessary for Tenant's use and occupancy of the Building. Tenant shall have the right to defer construction of Tenant Improvements for and initially occupy only a portion of the Building, provided that it initially constructs Tenant Improvements for and occupies at least fifty percent (50%) of the Building. The Tenant Improvement Plans and Specifications for that portion of the Building which Tenant initially plans to occupy shall be completed for all aspects of the work proposed by August 30, 1999 with all detail necessary for submittal to the city, within three (3) days thereafter, for issuance of building permits and for construction, and shall include any information required by the relevant agencies regarding Tenant's use of Hazardous Materials if applicable. The Tenant Improvements shall consist of all items not included within the scope of the Office Building Shell. The Tenant Improvement Plans shall provide for a minimum buildout in all areas of the Premises occupied by Tenant consisting of: (i) fire sprinklers, (ii) floor coverings, (iii) t-bar suspended ceiling (iv) distribution of the “HVAC system, (v) 2 x 4 drop-in florescent lighting, and (vi) any other work required by the City of Mountain View necessary to obtain a Certificate of Occupancy. Construction of the Tenant Improvements”) Improvements shall be performed by a general contractor selected by Tenant, subject to Landlord’s 's reasonable prior approval ("General Contractor"). The Tenant Improvement Plans and Specifications shall be subject prepared in sufficient detail to allow General Contractor to construct the other terms and conditions of this Exhibit C; provided that it will be reasonable for Landlord to withhold its approval or consent (as and when applicable under this Exhibit C) if Landlord’s Mortgagee has not consented to the matter that is the subject of such approval or consentTenant Improvements. All architectural, engineering and other design fees shall be paid by Tenant. The Tenant shall use its architect, engineers and other design professionals, all contract directly with General Contractor for construction of whom shall comply with any applicable licensing or governmental requirements of the City of Seattle and the State of Washington; Tenant’s architect shall be approved by Landlord (“Tenant’s Architect”), which approval shall not be unreasonably withheld, conditioned or delayed. Landlord shall also be entitled to receive a copy of the agreement between Tenant and Tenant’s Architect (the “Architect Agreement”). Tenant shall cause Tenant’s Architect to prepare a draft space plan (the “Space Plan”) for the Tenant Improvements and shall submit cause the proposed Space Plan General Contractor to construct the Tenant Improvements in accordance with all Tenant Improvement Plans and Specifications. As an inducement to Tenant to enter into this Lease, Landlord has agreed to provide Tenant a work allowance to be utilized by Tenant for the latter’s approval construction of Tenant Improvements (not to be unreasonably withheld"Work Allowance") in a time period the amount of Two Million Six Hundred Twenty Eight Thousand Five Hundred Seventy Five and No/100 Dollars ($2,628,575.00), which equates to allow Twenty Five Dollars ($25.00) per Building square foot. The Work Allowance shall be paid by Landlord to Tenant as payments become due pursuant to timely complete its Section 5.C below. The Tenant Improvements under this Lease. Landlord shall deliver to not be removed or altered by Tenant any without the prior written objections, questions or comments consent of Landlord with regard to the Space Plan within ten (10) business days of receipt; Landlord’s consent thereto shall be deemed given if not denied as provided in writing within said ten (10) business day period. If Landlord denies its approval, it shall specify the reasons for doing so in detailSection 7. Tenant shall cause have the Space Plan right to be revised to address such written comments depreciate and claim and collect any investment tax credits in the Tenant Improvements during the Lease Term. Upon expiration of the Lease Term or any earlier termination of the Lease, the Tenant Improvements shall become the property of Landlord and shall resubmit said Space Plan to Landlord for approval. Such process shall continue until Landlord has approved remain upon and be surrendered with the Space Plan. Tenant’s Architect shall then prepare working drawings and specifications for the Tenant Improvements, including architectural, structural, plumbing, mechanical, electricalPremises, and fire protection drawings as required, suitable for permit application (the “Working Drawings”) and shall submit the proposed Working Drawings to Landlord for the latter’s approval in a time period to allow Tenant to timely complete its Tenant Improvements under this Lease. The Space Plan and Working Drawings shall be subject to Landlord’s approval, which Landlord agrees shall not be unreasonably withheld, conditioned, or delayed. Landlord shall not be deemed to have acted unreasonably if it withholds its approval thereof because, in Landlord’s reasonable opinion, the work, as described in any such item: (i) is likely to adversely affect Building Systems, the structure of the Building or the safety of the Building and/or their occupants; (ii) might impair Landlord’s ability to furnish services to Tenant or other tenants in the Building; (iii) would materially increase the cost of operating the Building; (iv) would violate any governmental laws, rules or ordinances (or interpretations thereof); (v) contains or uses hazardous or toxic materials or substances; (vi) would negatively affect the appearance of the Building; (vii) is reasonably likely to adversely affect another tenant’s premises; or (viii) is prohibited by any ground lease affecting the Building or any mortgage, trust deed or other instrument encumbering the Building. Landlord shall deliver to Tenant any written objections, questions or comments of Landlord with regard to the Working Drawings, within ten (10) business days of Landlord’s receipt of the Working Drawings; Landlord’s consent title thereto shall be deemed given if not denied automatically vest in writing within said ten (10) business day period. If Landlord denies its approval, it shall specify the reasons for doing so in detail. Tenant shall cause the Working Drawings to be revised to address such written comments and shall resubmit said Working Drawings to Landlord for approval. Landlord may, when approving the Tenant Improvement Plans, elect to require Tenant to remove without any Non-Standard Improvements which are made to the Premises. If Landlord so elects, Tenant shall, at its own cost, restore the Premises to the condition designated by Landlord in its election, before the last day of the Term. Such process shall continue until both parties have approved the Working Drawings. Landlord’s approval of the Space Plan and/or the Working Drawings shall not be deemed any representation or warranty that the same comply with applicable codespayment therefore.

Tenant Improvement Plans. Any work proposed by Tenant (the “Tenant Improvements”) shall be subject to Landlord’s reasonable prior approval and shall be subject to the other terms and conditions of this Exhibit C; provided that it will be reasonable for Landlord to withhold its approval or consent (as and when applicable under this Exhibit C) if Landlord’s Mortgagee has not consented to the matter that is the subject of such approval or consent. All architectural, engineering and other design fees shall be paid by Tenant. Tenant shall use its architect, engineers and other design professionals, all of whom shall comply with any applicable licensing or governmental requirements of the City of Seattle and the State of Washington; Tenant’s architect shall be approved by Landlord (“Tenant’s Architect”), which approval shall not be unreasonably withheld, conditioned or delayed. Landlord shall also be entitled cause its space planner, architect and engineers to receive a copy of the agreement between Tenant and Tenant’s Architect (the “Architect Agreement”). Tenant shall cause Tenant’s Architect to prepare a draft space plan (the “Space Plan”) for the Tenant Improvements and shall submit the proposed Space Plan to Landlord for the latter’s approval (not to be unreasonably withheld) in a time period to allow Tenant to timely complete its Tenant Improvements under this Lease. Landlord shall deliver to Tenant any written objections, questions or comments of Landlord with regard to convert the Space Plan within ten (10) business days of receipt; Landlord’s consent thereto shall be deemed given if not denied in writing within said ten (10) business day period. If Landlord denies its approval, it shall specify the reasons for doing so in detail. Tenant shall cause the Space Plan to be revised to address such written comments and shall resubmit said Space Plan to Landlord for approval. Such process shall continue until Landlord has approved the Space Plan. Tenant’s Architect shall then prepare into final working drawings and specifications ("Tenant Improvement Plans") consistent with the approved Space Plan. The Tenant Improvement Plans will include all architectural, mechanical and electrical engineering plans required for the issuance of permits and the completion of the Tenant Improvements, including architecturalcomplete detailed plans and specifications for Tenant's partition layout, structuralreflected ceiling, heating and air conditioning, electrical outlets and switches, telephone outlets, plumbing, mechanicalfire sprinklers and finish specifications. Tenant's failure to reasonably disapprove the Tenant Improvement Plans by written notice to Landlord (specifying the items in the Tenant Improvement Plans disapproved by Tenant, electricalthe changes required to make the items acceptable, and fire protection drawings as required, suitable the reasonable basis for permit application (Tenant's disapproval) within three business days after Tenant's receipt of the “Working Drawings”) and Tenant Improvement Plans shall submit the proposed Working Drawings to Landlord for the latter’s approval in a time period to allow Tenant to timely complete its Tenant Improvements under this Lease. The Space Plan and Working Drawings shall be subject to Landlord’s approval, which Landlord agrees shall not be unreasonably withheld, conditioned, or delayed. Landlord shall not be deemed to have acted unreasonably if it withholds its constitute Tenant's approval thereof because, in Landlord’s reasonable opinion, the work, as described in any such item: (i) is likely to adversely affect Building Systems, the structure of the Building proposed Tenant Improvement Plans (or Tenant's approval of all items in the safety Tenant Improvement Plans that Tenant does not disapprove in accordance with this Section 4). Tenant may not disapprove any item in the Tenant Improvement Plans that is consistent with the approved Space Plan. If Tenant reasonably disapproves any items in the Tenant Improvement Plans in accordance with this Section 4, Landlord shall submit revised Tenant Improvement Plans to Tenant, subject to Tenant's approval of the Building and/or their occupants; (ii) might impair Landlord’s ability to furnish services to Tenant or other tenants revisions of those items in the Building; Tenant Improvement Plans previously disapproved by Tenant. Tenant's failure to reasonably disapprove such revised items in the Tenant Improvement Plans by written notice to Landlord (iiiwhich notice shall specify in detail the changes required to make the items acceptable and the reasonable basis for Tenant's disapproval) would materially increase the cost of operating the Building; (iv) would violate any governmental laws, rules or ordinances (or interpretations thereof); (v) contains or uses hazardous or toxic materials or substances; (vi) would negatively affect the appearance of the Building; (vii) is reasonably likely to adversely affect another tenant’s premises; or (viii) is prohibited by any ground lease affecting the Building or any mortgage, trust deed or other instrument encumbering the Building. Landlord shall deliver to Tenant any written objections, questions or comments of Landlord with regard to the Working Drawings, within ten (10) three business days of Landlord’s after receipt of the Working Drawings; Landlord’s consent thereto from Landlord shall be deemed given if not denied to constitute Tenant's approval of such items in writing within said ten (10) business day period. If Landlord denies its approval, it shall specify the reasons for doing so in detail. Tenant shall cause the Working Drawings to be revised to address such written comments and shall resubmit said Working Drawings to Landlord for approval. Landlord may, when approving the Tenant Improvement Plans, elect to require . This procedure shall be repeated until the Tenant to remove any Non-Standard Improvements which Improvement Plans are made to the Premises. If Landlord so elects, Tenant shall, at its own cost, restore the Premises to the condition designated approved (or deemed approved) by Landlord in its election, before the last day of the Term. Such process shall continue until both parties have approved the Working Drawings. Landlord’s approval of the Space Plan and/or the Working Drawings shall not be deemed any representation or warranty that the same comply with applicable codesTenant.

Tenant Improvement Plans. Any work proposed Within five (5) business days after execution of the Lease, Tenant agrees to meet with Landlord's architect or space planner for the purpose of promptly preparing a space plan ("Space Plan"). The Space Plan will provide a partition layout depicting the configuration of the Premises. If Tenant fails to deliver to Landlord Tenant's written disapproval of the Space Plan within five (5) business days after the date the Space Plan, or any revised Space Plan, is first received by Tenant, such failure shall constitute a Tenant Delay and the Commencement Date shall be accelerated one day for each day of such Tenant Delay. Within fifteen (15) business days after the Space Plan is approved by Tenant pursuant to this Paragraph (the “Tenant Improvements”) shall be subject to Landlord’s reasonable prior approval and shall be subject to the other terms and conditions of this Exhibit C; provided that it will be reasonable for Landlord to withhold its approval or consent (as and when applicable under this Exhibit C) if Landlord’s Mortgagee has not consented to the matter that is the subject of such approval or consent. All architectural, engineering and other design fees shall be paid by Tenant. Tenant shall use its architect, engineers and other design professionals, all of whom shall comply with any applicable licensing or governmental requirements of the City of Seattle and the State of Washington; Tenant’s architect shall be approved by Landlord (“Tenant’s Architect”), which approval shall not be unreasonably withheld), conditioned Landlord's architect or delayed. Landlord shall also be entitled to receive a copy of the agreement between Tenant and Tenant’s Architect (the “Architect Agreement”). Tenant shall cause Tenant’s Architect to space planner will prepare a draft space design/development plan (the “Space "D/D Plan”") from which initial pricing for the Tenant Improvements and shall submit the proposed Space Plan will be prepared. If Tenant fails to deliver to Landlord Tenant's written disapproval of the D/D Plan within five (5) business days after the date the D/D Plan, or any revised D/D Plan, is first received by Tenant, such failure shall constitute a Tenant Delay and the Commencement Date shall be accelerated one day for the latter’s approval (not to be unreasonably withheld) in a time period to allow each day of such Tenant to timely complete its Tenant Improvements under this LeaseDelay. Landlord shall deliver to Tenant any written objections, questions or comments of Landlord with regard to If the Space Plan within ten or D/D Plan, or any revised Space Plan or D/D Plan, is timely disapproved by Tenant pursuant to this Paragraph, Tenant shall provide to Landlord a written explanation of the reason(s) for such disapproval concurrently with that disapproval, and the Space Plan or D/D Plan, as appropriate, shall be promptly revised and resubmitted to Tenant for approval. If Tenant fails to provide a written explanation as and when required by this Paragraph, such failure shall constitute a Tenant Delay and the Commencement Date shall be accelerated one day for each day of such Tenant Delay. Within fifteen (1015) business days of receipt; after the D/D Plan is approved by Tenant pursuant to this Paragraph, Landlord’s consent thereto 's architect or space planner shall be deemed given if not denied in writing within said ten (10) business day period. If Landlord denies its approval, it shall specify the reasons for doing so in detail. Tenant shall cause the Space Plan to be revised to address such written comments and shall resubmit said Space Plan to Landlord for approval. Such process shall continue until Landlord has approved the Space Plan. Tenant’s Architect shall then promptly prepare final working drawings and specifications for the Tenant Improvements, including architectural, structural, plumbing, mechanical, electrical, . Those working drawings and fire protection drawings specifications are referred to herein as required, suitable for permit application (the “Working Drawings”) and shall submit the proposed Working Drawings to Landlord for the latter’s approval in a time period to allow Tenant to timely complete its Tenant Improvements under this Lease. The Space Plan and Working Drawings shall be subject to Landlord’s approval, which Landlord agrees shall not be unreasonably withheld, conditioned, or delayed. Landlord shall not be deemed to have acted unreasonably if it withholds its approval thereof because, in Landlord’s reasonable opinion, the work, as described in any such item: (i) is likely to adversely affect Building Systems, the structure of the Building or the safety of the Building and/or their occupants; (ii) might impair Landlord’s ability to furnish services to Tenant or other tenants in the Building; (iii) would materially increase the cost of operating the Building; (iv) would violate any governmental laws, rules or ordinances (or interpretations thereof); (v) contains or uses hazardous or toxic materials or substances; (vi) would negatively affect the appearance of the Building; (vii) is reasonably likely to adversely affect another tenant’s premises; or (viii) is prohibited by any ground lease affecting the Building or any mortgage, trust deed or other instrument encumbering the Building. Landlord shall deliver to Tenant any written objections, questions or comments of Landlord with regard to the Working Drawings, within ten (10) business days of Landlord’s receipt of the Working Drawings; Landlord’s consent thereto shall be deemed given if not denied in writing within said ten (10) business day period. If Landlord denies its approval, it shall specify the reasons for doing so in detail. Tenant shall cause the Working Drawings to be revised to address such written comments and shall resubmit said Working Drawings to Landlord for approval. Landlord may, when approving the "Tenant Improvement Plans, elect to require Tenant to remove any Non-Standard Improvements which are made to the Premises. If Landlord so elects, Tenant shall, at its own cost, restore the Premises to the condition designated " and shall be approved by Landlord in its electionand Tenant pursuant to Paragraph 5 below. The Tenant Improvement Plans must be consistent with Landlord's standard specifications (the "Standards") for tenant improvements for the Building, before the last day of the Term. Such process shall continue until both parties have approved the Working Drawings. Landlord’s approval of the Space Plan and/or the Working Drawings shall not be deemed any representation or warranty that as the same comply with applicable codesmay be changed from time to time by Landlord.

Tenant Improvement Plans. Any work proposed Tenant’s specifications and plans for the Tenant Improvements shall be prepared by Tenant’s architect and provided to Landlord not later than January 30, 2017, and Landlord’s approval or denial of such plans to be communicated to Tenant within ten (10) business days of such delivery. The tenant improvement plans will be prepared in commercially reasonable sufficient detail to permit Tenant or Landlord to construct the “Tenant Improvements”) , and shall include partition layout (dimensioned), door location and door schedule including hardware, reflected ceiling plan, telephone and electrical outlets with locations (dimensioned), special electrical, HVAC and/or plumbing work, mechanicals, special loading requirements, such as the location of file cabinets and special equipment, openings in the walls or floors, all necessary sections and details for special equipment and fixtures, furniture layout and finishes including, without limitation, carpentry and millwork, floor coverings, wall coverings, color schedules, and any other special finishes. The tenant improvement plans shall be subject to Landlord’s reasonable prior prepared in accordance with applicable laws and code requirements. Landlord shall not unreasonably withhold, condition or delay its approval and of the tenant improvement plans. Any comments or suggested changes of Landlord shall be subject in writing and may be noted on the applicable drawings and plans provided they are legible and sufficiently detailed as warranted under the circumstances, including specific references and notations on applicable drawings and plans to the other terms and conditions highlight areas in which changes are requested. Tenant shall respond to any comments or suggested changes within five (5) business days of this Exhibit C; provided that it will be reasonable for Landlord to withhold its approval receipt from Landlord. Any comments or consent (as and when applicable under this Exhibit C) if Landlord’s Mortgagee has not consented to the matter that is the subject suggested changes of such approval or consent. All architectural, engineering and other design fees Tenant shall be paid in writing and may be noted on the applicable drawings and plans provided they are legible and sufficiently detailed as warranted under the circumstances, including specific references and notations on applicable drawings and plans to highlight areas in which changes are requested. Landlord shall then have five (5) business days to approve or deny such plans. This procedure shall be repeated with the parties working in good faith to resolve any differences until the Tenant construction plans are finally approved by Landlord and written approval has been delivered to and received by Tenant. A “Tenant Review Day” is any full business day during which the tenant improvement plans awaits review, approval, and/or comments from Tenant following Landlord’s submission to Tenant for review. After the eleventh (11th) total Tenant Review Day, each such subsequent Tenant Review Day shall use its architectconstitute a Tenant Delay. Upon approval by Landlord, engineers the tenant improvement plans shall become final and other design professionals, all of whom shall comply with any applicable licensing or governmental requirements of the City of Seattle not be changed except as set forth herein and the State of Washington; without Landlord’s and Tenant’s architect shall be approved by Landlord (“Tenant’s Architect”)further approval, which approval shall not be unreasonably withheld, conditioned or delayed. Landlord shall also be entitled to receive a copy of the agreement between Tenant and Tenant’s Architect delayed (as finally approved, the “Architect AgreementTenant Improvement Plans”). Tenant shall cause Tenant’s Architect to prepare a draft space plan (the “Space Plan”) for the Tenant Improvements and shall submit the proposed Space Plan to Landlord for the latter’s Upon approval (not to be unreasonably withheld) in a time period to allow Tenant to timely complete its Tenant Improvements under this Lease. Landlord shall deliver to Tenant any written objections, questions or comments of Landlord with regard to the Space Plan within ten (10) business days of receipt; Landlord’s consent thereto shall be deemed given if not denied in writing within said ten (10) business day period. If Landlord denies its approval, it shall specify the reasons for doing so in detail. Tenant shall cause the Space Plan to be revised to address such written comments and shall resubmit said Space Plan to Landlord for approval. Such process shall continue until Landlord has approved the Space Plan. Tenant’s Architect shall then prepare working drawings and specifications for the Tenant Improvements, including architectural, structural, plumbing, mechanical, electrical, and fire protection drawings as required, suitable for permit application (the “Working Drawings”) and shall submit the proposed Working Drawings to Landlord for the latter’s approval in a time period to allow Tenant to timely complete its Tenant Improvements under this Lease. The Space Plan and Working Drawings shall be subject to Landlord’s approval, which Landlord agrees shall not be unreasonably withheld, conditioned, or delayed. Landlord shall not be deemed to have acted unreasonably if it withholds its approval thereof because, in Landlord’s reasonable opinion, the work, as described in any such item: (i) is likely to adversely affect Building Systems, the structure of the Building or the safety of the Building and/or their occupants; (ii) might impair Landlord’s ability to furnish services to Tenant or other tenants in the Building; (iii) would materially increase the cost of operating the Building; (iv) would violate any governmental laws, rules or ordinances (or interpretations thereof); (v) contains or uses hazardous or toxic materials or substances; (vi) would negatively affect the appearance of the Building; (vii) is reasonably likely to adversely affect another tenant’s premises; or (viii) is prohibited by any ground lease affecting the Building or any mortgage, trust deed or other instrument encumbering the Building. Landlord shall deliver to Tenant any written objections, questions or comments of Landlord with regard to the Working Drawings, within ten (10) business days of Landlord’s receipt of the Working Drawings; Landlord’s consent thereto shall be deemed given if not denied in writing within said ten (10) business day period. If Landlord denies its approval, it shall specify the reasons for doing so in detail. Tenant shall cause the Working Drawings to be revised to address such written comments and shall resubmit said Working Drawings to Landlord for approval. Landlord may, when approving the Tenant Improvement Plans, elect to require Landlord shall specify those Tenant to Improvements (including laboratory improvements) which Tenant must remove any Non-Standard Improvements which are made to the Premises. If Landlord so elects, Tenant shall, at its own cost, restore from the Premises to the condition designated by Landlord in its election, before the last day upon termination of the Term. Such process shall continue until both parties have approved the Working Drawings. Landlord’s approval of the Space Plan and/or the Working Drawings shall not be deemed any representation or warranty that the same comply with applicable codesLease.

Tenant Improvement Plans. Any work proposed by Landlord and Tenant have approved the space plans for the Initial Tenant Improvements attached hereto as, or listed on attached, Exhibit G (the “Preliminary Plans”). Tenant will provide Landlord, on or before the date that is 120 days after the date of this Lease, complete construction drawings and specifications for the Initial Tenant Improvements”) . The construction drawings and specifications shall be subject to Landlord’s reasonable prior approval consistent with the Preliminary Plans. Within 10 business days alter its receipt of the construction drawings and specifications, Landlord shall be subject to the other terms and conditions notify Tenant of this Exhibit C; provided that it will be reasonable for Landlord to withhold its approval or consent disapproval thereof (which approval shall not be unreasonably withheld), and if Landlord disapproves thereof, the revisions that Landlord requires in order to obtain such approval. It is agreed that Landlord will not object to construction drawings and specifications to the extent that they conform to the Preliminary Plans. As promptly as and when applicable under this Exhibit C) if reasonably possible thereafter, but no later than 10 business days after Landlord’s Mortgagee has not consented response, Tenant shall submit to Landlord modified construction drawings incorporating appropriate revisions. Upon approval of the matter that is the subject of final construction drawings and specifications, Landlord’s and Tenant’s authorized representatives shall each evidence such approval or consent. All architectural, engineering and other design fees shall be paid by Tenant. Tenant shall use its architect, engineers and other design professionals, all initialing the top of whom shall comply with any applicable licensing or governmental requirements each sheet of the City approved construction drawings and specifications. The approved construction drawings and specifications are herein termed the “Tenant Improvement Plans”. Once approved, neither party will change any of Seattle and the State of Washington; Tenant Improvement Plans without Tenant’s architect shall be approved by Landlord (“Tenant’s Architect”)consent, which approval consent shall not be unreasonably withheld, conditioned or delayed. Landlord shall also be entitled to receive a copy of the agreement between Tenant and Tenant’s Architect (the “Architect Agreement”). Tenant shall cause Tenant’s Architect to prepare a draft space plan (the “Space Plan”) for the Tenant Improvements and shall submit the proposed Space Plan to Landlord for the latter’s approval (not to be unreasonably withheld) in a time period to allow Tenant to timely complete its Tenant Improvements under this Lease. Landlord shall deliver to Tenant any written objections, questions or comments of Landlord with regard to the Space Plan within ten (10) business days of receipt; Landlord’s consent thereto shall be deemed given if not denied in writing within said ten (10) business day period. If Landlord denies its approval, it shall specify the reasons for doing so in detail. Tenant shall cause the Space Plan to be revised to address such written comments and shall resubmit said Space Plan to Landlord for approval. Such process shall continue until Landlord has approved the Space Plan. Tenant’s Architect shall then prepare working drawings and specifications for the Tenant Improvements, including architectural, structural, plumbing, mechanical, electrical, and fire protection drawings as required, suitable for permit application (the “Working Drawings”) and shall submit the proposed Working Drawings to Landlord for the latter’s approval in a time period to allow Tenant to timely complete its Tenant Improvements under this Lease. The Space Plan and Working Drawings shall be subject to Landlord’s approval, which Landlord agrees shall not be unreasonably withheld, conditioned, or delayed. Landlord shall not be deemed to have acted unreasonably if it withholds its approval thereof because, in Landlord’s reasonable opinion, the work, as described in any such item: (i) is likely to adversely affect Building Systems, the structure of the Building or the safety of the Building and/or their occupants; (ii) might impair Landlord’s ability to furnish services to Tenant or other tenants in the Building; (iii) would materially increase the cost of operating the Building; (iv) would violate any governmental laws, rules or ordinances (or interpretations thereof); (v) contains or uses hazardous or toxic materials or substances; (vi) would negatively affect the appearance of the Building; (vii) is reasonably likely to adversely affect another tenant’s premises; or (viii) is prohibited by any ground lease affecting the Building or any mortgage, trust deed or other instrument encumbering the Building. Landlord shall deliver to Tenant any written objections, questions or comments of Landlord with regard to the Working Drawings, within ten (10) business days of Landlord’s receipt of the Working Drawings; Landlord’s consent thereto shall be deemed given if not denied in writing within said ten (10) business day period. If Landlord denies its approval, it shall specify the reasons for doing so in detail. Tenant shall cause the Working Drawings to be revised to address such written comments and shall resubmit said Working Drawings to Landlord for approval. Landlord may, when approving the Tenant Improvement Plans, elect to require Tenant to remove any Non-Standard Improvements which are made to the Premises. If Landlord so elects, Tenant shall, at its own cost, restore the Premises to the condition designated by Landlord in its election, before the last day of the Term. Such process shall continue until both parties have approved the Working Drawings. Landlord’s approval of the Space Plan and/or the Working Drawings shall not be deemed any representation or warranty that the same comply with applicable codes.

Tenant Improvement Plans. Any work proposed Tenant, at Tenant's sole cost and expense, shall hire a licensed architect selected by Tenant (the “Tenant Improvements”) shall be subject to Landlord’s reasonable prior approval and shall be subject to the other terms and conditions of this Exhibit C; provided that it will be reasonable for Landlord to withhold its approval or consent (as and when applicable under this Exhibit C) if Landlord’s Mortgagee has not consented to the matter that is the subject of such approval or consent. All architectural, engineering and other design fees shall be paid by Tenant. Tenant shall use its architect, engineers and other design professionals, all of whom shall comply with any applicable licensing or governmental requirements of the City of Seattle and the State of Washington; Tenant’s architect shall be reasonably approved by Landlord (“"Architect") to prepare plans and outline specifications which upon completion shall be attached as Exhibit "E" ("Tenant Improvement ----------- Plans and Specifications") with respect to the construction of improvements to the interior premises ("Tenant Improvements"). The General Contractor (as defined below) shall assist the Architect in identifying any coordination issues relative to the Building Shell and/or Building Shell Plans. On or before January 19, 1998, Tenant shall deliver to Landlord specifications for the elevator systems and controls. On or before February 16, 1998, Tenant shall deliver to Landlord specifications for the transformer, switchgear and rooftop HVAC units. The Tenant Improvement Plans and Specifications shall be completed for all other aspects of the work by March 16, 1998 with sufficient detail necessary for submittal to the city and for construction and shall include any information required by the relevant agencies regarding Tenant’s Architect”)'s use of Hazardous Materials if applicable. The Tenant Improvements shall consist of all items not included within the scope of the Building Shell Definition. Except as otherwise provided in Section 5.N, the Tenant Improvement Plans and Specifications shall provide for a minimum buildout in all areas of the Premises consisting of: (i) fire sprinklers, (ii) floor coverings, (iii) t-bar suspended ceiling (iv) distribution of the HVAC system, (v) 2 x 4 drop-in florescent lighting, and (vi) any other work required by the City of San Xxxx necessary to obtain a Certificate of Occupancy, which approval work shall not be unreasonably withheld, conditioned or delayed. completed by Landlord shall also be entitled to receive a copy of the agreement between Tenant and Tenant’s Architect (the “Architect Agreement”). Tenant shall cause Tenant’s Architect to prepare a draft space plan (the “Space Plan”) for the Tenant Improvements and shall submit the proposed Space Plan to Landlord for the latter’s approval (not to be unreasonably withheld) as set forth in a time period to allow Tenant to timely complete its Tenant Improvements under this Lease. Landlord shall deliver cause Tenant Improvements to be constructed by independent contractors to be employed by and under the supervision of Landlord's affiliated construction company, Sobrato Construction Corporation ("General Contractor") in accordance with all Tenant Improvement Plans and Specifications. The Tenant Improvement Plans and Specifications shall be prepared in sufficient detail to allow General Contractor to construct the Tenant Improvements. As an inducement to Tenant any to enter into this Lease, Landlord has agreed to provide Tenant a work allowance to be utilized by Tenant for the construction of Tenant Improvements ("Work Allowance") in the amount of Three Million Eight Hundred Eighty Thousand Eight Hundred Thirty- Five and No/100 Dollars ($3,880,835.00). The Work Allowance shall be paid by Landlord to Tenant as payments become due to General Contractor pursuant to Section 5.G below. The Tenant Improvements shall not be removed or altered by Tenant without the prior written objections, questions or comments consent of Landlord with regard to the Space Plan within ten (10) business days of receipt; Landlord’s consent thereto shall be deemed given if not denied required as provided in writing within said ten (10) business day period. If Landlord denies its approval, it shall specify the reasons for doing so in detailSection 7. Tenant shall cause have the Space Plan right to be revised to address such written comments depreciate and claim and collect any investment tax credits in the Tenant Improvements during the Lease Term. Upon expiration of the Lease Term or any earlier termination of the Lease, the Tenant Improvements shall become the property of Landlord and shall resubmit said Space Plan to Landlord for approval. Such process shall continue until Landlord has approved remain upon and be surrendered with the Space Plan. Tenant’s Architect shall then prepare working drawings and specifications for the Tenant Improvements, including architectural, structural, plumbing, mechanical, electricalPremises, and fire protection drawings as required, suitable for permit application (the “Working Drawings”) and shall submit the proposed Working Drawings to Landlord for the latter’s approval in a time period to allow Tenant to timely complete its Tenant Improvements under this Lease. The Space Plan and Working Drawings shall be subject to Landlord’s approval, which Landlord agrees shall not be unreasonably withheld, conditioned, or delayed. Landlord shall not be deemed to have acted unreasonably if it withholds its approval thereof because, in Landlord’s reasonable opinion, the work, as described in any such item: (i) is likely to adversely affect Building Systems, the structure of the Building or the safety of the Building and/or their occupants; (ii) might impair Landlord’s ability to furnish services to Tenant or other tenants in the Building; (iii) would materially increase the cost of operating the Building; (iv) would violate any governmental laws, rules or ordinances (or interpretations thereof); (v) contains or uses hazardous or toxic materials or substances; (vi) would negatively affect the appearance of the Building; (vii) is reasonably likely to adversely affect another tenant’s premises; or (viii) is prohibited by any ground lease affecting the Building or any mortgage, trust deed or other instrument encumbering the Building. Landlord shall deliver to Tenant any written objections, questions or comments of Landlord with regard to the Working Drawings, within ten (10) business days of Landlord’s receipt of the Working Drawings; Landlord’s consent title thereto shall be deemed given if not denied automatically vest in writing within said ten (10) business day period. If Landlord denies its approval, it shall specify the reasons for doing so in detail. Tenant shall cause the Working Drawings to be revised to address such written comments and shall resubmit said Working Drawings to Landlord for approval. Landlord may, when approving the Tenant Improvement Plans, elect to require Tenant to remove without any Non-Standard Improvements which are made to the Premises. If Landlord so elects, Tenant shall, at its own cost, restore the Premises to the condition designated by Landlord in its election, before the last day of the Term. Such process shall continue until both parties have approved the Working Drawings. Landlord’s approval of the Space Plan and/or the Working Drawings shall not be deemed any representation or warranty that the same comply with applicable codespayment therefor.

Tenant Improvement Plans. Any work proposed by The Tenant (Improvement Plans attached to this Work Letter as Exhibit C-2 are preliminary plans and specifications for the “construction of the Tenant Improvements”) shall be subject to Landlord’s reasonable prior approval and shall be subject to the other terms and conditions of this Exhibit C; provided that it will be reasonable for Landlord to withhold its approval or consent (as and when applicable under this Exhibit C) if Landlord’s Mortgagee has not consented to the matter that is the subject of such approval or consent. All architectural, engineering and other design fees shall be paid by Tenant. These Tenant shall use its architect, engineers and other design professionals, all of whom shall comply with any applicable licensing or governmental requirements of the City of Seattle and the State of Washington; Tenant’s architect shall be Improvement Plans are hereby approved by Landlord (“and Tenant’s Architect”). Following the final execution of this Work Letter, which approval shall not Tenant will cause to be unreasonably withheldprepared and delivered to Landlord periodic progress prints and, conditioned on or delayed. Landlord shall also be entitled to receive a copy before May 1, 2001, final plans and specifications and working drawings for the construction of the agreement between Tenant Improvements that will include structural, fire protection, life safety, mechanical and Tenant’s Architect (the “Architect Agreement”). Tenant shall cause Tenant’s Architect to prepare a draft space plan (the “Space Plan”) electrical working drawings, and final architectural drawings for the Tenant Improvements (collectively, Tenant Improvement Working Drawings). The Tenant Improvement Working Drawings will substantially conform to Tenant Improvement Plans as well as the Base Building Improvements Plans and shall submit not adversely affect the proposed Space Plan to Landlord for the latter’s approval (not to be unreasonably withheld) in a time period to allow Tenant to timely complete its Tenant Improvements under this Lease. Landlord shall deliver to Tenant any written objections, questions or comments of Landlord with regard to the Space Plan within ten (10) business days of receipt; Landlord’s consent thereto shall be deemed given if not denied in writing within said ten (10) business day period. If Landlord denies its approval, it shall specify the reasons for doing so in detail. Tenant shall cause the Space Plan to be revised to address such written comments and shall resubmit said Space Plan to Landlord for approval. Such process shall continue until Landlord has approved the Space Plan. Tenant’s Architect shall then prepare working drawings and specifications for the Tenant Improvements, including architectural, structural, plumbing, mechanical, electrical, plumbing, heating, ventilating and fire protection drawings as requiredair conditioning, suitable for permit application life-safety or other systems of the Building, the Base Building Improvements or the structure or exterior appearance of the Building. No later than five (5) business days following Landlord's receipt thereof, Landlord shall either approve the “Working Drawings”) and shall submit the proposed Tenant Improvement Working Drawings or set forth in reasonable detail (which may be a xxxx-up of the plans) any changes necessary to Landlord for bring the latter’s approval in a time period Tenant Improvement Working Drawings into substantial conformity with the Base Building Improvement Plans or Tenant Improvement Plans. Any modification to allow the Base Building Improvements required by the Tenant to timely complete its Tenant Improvements under this Lease. The Space Plan and Improvement Working Drawings shall be subject identified by Landlord as a Change Order (defined herein). Landlord will not unreasonably object to Landlord’s approvalany items in the Tenant Improvement Working Drawings necessitated by applicable law or City of Sunnyvale requirements, provided that any increased cost or delay resulting from such change, which Landlord agrees shall would not be unreasonably withheld, conditioned, or delayed. Landlord shall not be deemed to have acted unreasonably if it withholds its approval thereof because, in Landlord’s reasonable opinion, the work, as described in any such item: (i) is likely to adversely affect Building Systems, the structure of the Building or the safety of the Building and/or their occupants; (ii) might impair Landlord’s ability to furnish services to Tenant or other tenants in the Building; (iii) would materially increase the cost of operating the Building; (iv) would violate any governmental laws, rules or ordinances (or interpretations thereof); (v) contains or uses hazardous or toxic materials or substances; (vi) would negatively affect the appearance of the Building; (vii) is reasonably likely to adversely affect another tenant’s premises; or (viii) is prohibited by any ground lease affecting the Building or any mortgage, trust deed or other instrument encumbering the Building. Landlord shall deliver to Tenant any written objections, questions or comments of Landlord with regard applicable to the Base Building Improvements except for the design of Tenant's Tenant Improvements, shall be a Tenant Cost and/or a Tenant Delay. Upon receipt of Landlord's comments, Tenant shall undertake such revisions as are reasonable and prepare final Tenant Improvement Working Drawings, . Tenant shall resubmit any disapproved plan to Landlord for approval within ten five (105) business days of Landlord’s receipt of the Working Drawings; Landlord’s consent thereto which shall be deemed given if not denied in writing within said ten (10) business day period. If reviewed by Landlord denies its approval, it shall specify to confirm that Landlord's response to the reasons for doing so in detail. proposed Tenant shall cause the Improvement Working Drawings to be revised to address such written comments and shall resubmit said has been incorporated into the final Tenant Improvement Working Drawings and that the final Tenant Improvement Working Drawings conform to Landlord for approvalthe Base Building Improvements Plans with such changes as Tenant may have determined. Landlord may, when approving The above process will be repeated until the Tenant Improvement Plans, elect to require Working Drawings are approved by Landlord. Upon approval of the Tenant to remove any Non-Standard Improvements which are made to the Premises. If Landlord so elects, Tenant shall, at its own cost, restore the Premises to the condition designated Improvement Working Drawings by Landlord in its electionand Tenant, before the last day of final drawings and specifications will be referred to as the Term. Such process shall continue until both parties have approved the Approved Tenant Improvement Working Drawings. Tenant acknowledges that Landlord shall review Tenant's drawings for Landlord’s approval 's sole benefit which cannot be relied upon by Tenant with respect to the adequacy of the Space Plan and/or the such plans or their conformance with applicable law. Failure of Tenant to prepare Tenant Improvement Working Drawings which are approved by Landlord on or before May 1, 2001 shall not be deemed any representation or warranty that the same comply with applicable codesconstitute a Tenant Delay hereunder.

Tenant Improvement Plans. Any work proposed by Tenant, at Tenant’s sole cost and expense, will hire an interior architect (“Interior Architect”) to prepare plans and outline specifications to be attached as Exhibit “F” (“Tenant Improvement Plans and Specifications”) with respect to the construction of improvements to the interior premises (the “Tenant Improvements”) ). The Tenant Improvement Plans and Specifications plans shall be completed for all aspects of the work by October 1, 1999 with all detail necessary for submittal to the city and for construction and shall include any information required by the relevant agencies regarding Tenant’s use of Hazardous Materials if applicable. The Tenant Improvements shall consist of all items not included within the scope of the Building Shell Definition. All Tenant Improvements affecting or otherwise related to the Building Core will be subject to Landlord’s reasonable prior approval approval. The “Building Core” shall include those items typically associated in the industry with an office building core including elevators, restrooms, fire sprinklers, HVAC and shall be subject electrical systems distributed to each floor, exiting stair finishes and a finished building lobby. As to the other terms and conditions balance of this Exhibit C; provided that it will be reasonable for Landlord to withhold its approval or consent (as and when applicable under this Exhibit C) if Landlord’s Mortgagee has not consented to the matter that is the subject of such approval or consent. All architectural, engineering and other design fees shall be paid by Tenant. Tenant shall use its architect, engineers and other design professionals, all of whom shall comply with any applicable licensing or governmental requirements of the City of Seattle and the State of Washington; Tenant’s architect shall be approved by Landlord (“Tenant’s Architect”), which approval shall not be unreasonably withheld, conditioned or delayed. Landlord shall also be entitled to receive a copy of the agreement between Tenant and Tenant’s Architect (the “Architect Agreement”). Tenant shall cause Tenant’s Architect to prepare a draft space plan (the “Space Plan”) for the Tenant Improvements and shall submit the proposed Space Plan to Landlord for the latter’s approval (not to be unreasonably withheld) in a time period to allow Tenant to timely complete its Tenant Improvements under this Lease. Landlord shall deliver to Tenant any written objections, questions or comments of Landlord with regard to the Space Plan within ten (10) business days of receipt; Landlord’s consent thereto shall be deemed given if not denied in writing within said ten (10) business day period. If Landlord denies its approval, it shall specify the reasons for doing so in detail. Tenant shall cause the Space Plan to be revised to address such written comments and shall resubmit said Space Plan to Landlord for approval. Such process shall continue until Landlord has approved the Space Plan. Tenant’s Architect shall then prepare working drawings and specifications for the Tenant Improvements, including architectural, structural, plumbing, mechanical, electrical, and fire protection drawings as required, suitable for permit application (the “Working Drawings”) and shall submit the proposed Working Drawings to Landlord for the latter’s approval in a time period to allow Tenant to timely complete its Tenant Improvements under this Lease. The Space Plan and Working Drawings shall be subject to Landlord’s approval, which Landlord agrees shall not be unreasonably withheld, conditioned, or delayed. Landlord shall not be deemed to have acted unreasonably if it withholds its approval thereof becauserights of approval, however, Tenant Improvement Plans shall provide for the creation of finished office space ready for occupancy with a minimum buildout in Landlord’s reasonable opinion, all areas of the work, as described in any such itemPremises consisting of: (i) is likely to adversely affect Building Systemsfire sprinklers, the structure of the Building or the safety of the Building and/or their occupants; (ii) might impair Landlord’s ability to furnish services to Tenant or other tenants in the Building; floorcoverings, (iii) would materially increase the cost of operating the Building; overhead ceiling system (iv) would violate any governmental lawsdistribution of the HVAC system, rules or ordinances (or interpretations thereof); (v) contains or uses hazardous or toxic materials or substances; overhead florescent lighting, and (vi) would negatively affect any other work required by the appearance City of San Mateo necessary to obtain a Certificate of Occupancy. Tenant shall have the right to defer installation of the Tenant Improvements not associated with the Building Core in up to twenty percent (20%) of the rentable square footage of the Building; (vii) is reasonably likely . Except as provided in the preceding sentence, Tenant shall have no rights or ability to adversely affect another tenant’s premises; delay installation of any of the Tenant Improvements. The Tenant Improvement Plans and Specifications shall be prepared in sufficient detail to allow General Contractor to construct the Tenant Improvements. The General Contractor shall construct the Tenant Improvements in accordance with all Tenant Improvement Plans and Specifications. The Tenant Improvements shall not be removed or (viii) is prohibited altered by any ground lease affecting Tenant without the Building or any mortgage, trust deed or other instrument encumbering the Building. Landlord shall deliver to Tenant any prior written objections, questions or comments consent of Landlord with regard to the Working Drawings, within ten (10) business days of Landlord’s receipt of the Working Drawings; Landlord’s consent thereto shall be deemed given if not denied as provided in writing within said ten (10) business day period. If Landlord denies its approval, it shall specify the reasons for doing so in detailSection 7. Tenant shall cause have the Working Drawings right to be revised to address such written comments depreciate and shall resubmit said Working Drawings to Landlord for approval. Landlord may, when approving claim and collect any investment tax credits in the Tenant Improvement PlansImprovements during the Lease Term. Tenant shall further retain the right to encumber its leasehold interest with a first priority security interest, elect to require Tenant provided such lienholder has no right to remove any Non-Standard Tenant Improvements which are made installed by Tenant pursuant to this Lease in the event of a default by Tenant under such encumbrance. Upon expiration of the Lease Term or any earlier termination of the Lease, the Tenant Improvements shall become the property of Landlord and shall remain upon and be surrendered with the Premises. If , and title thereto shall automatically vest in Landlord so elects, Tenant shall, at its own cost, restore the Premises to the condition designated by Landlord in its election, before the last day of the Term. Such process shall continue until both parties have approved the Working Drawings. Landlord’s approval of the Space Plan and/or the Working Drawings shall not be deemed without any representation or warranty that the same comply with applicable codespayment therefore.

Tenant Improvement Plans. Any work proposed by Tenant, at Tenant's sole cost and expense, shall retain an interior architect ("Architect") to prepare plans and outline specifications to be attached as Exhibit "D" ("Tenant Improvement Plans and Specifications") with respect to the construction of the improvements with the Buildings (the “"Tenant Improvements”") necessary for Tenant's use and occupancy thereof. Landlord shall cause Tenant Improvements to be constructed by Devcon Construction ("General Contractor"), in accordance with the Tenant Improvement Plans and Specifications. The Tenant Improvement Plans and Specifications shall be completed for all aspects of the work by April 1, 2001. The Tenant Improvement Plans and Specifications shall include all detail necessary for submittal to the City of Fremont for issuance of building permits and for the construction of the Tenant Improvements, and shall include any information required by the relevant agencies regarding Tenant's use of Hazardous Materials if applicable. The Tenant Improvements shall consist of all items not included within the scope of the Building Shell. All Tenant Improvements shall be subject to Landlord’s reasonable prior approval and shall be subject to the other terms and conditions of this Exhibit C; provided that it will be reasonable for Landlord to withhold its approval or consent (as and when applicable under this Exhibit C) if Landlord’s Mortgagee has not consented to the matter that is the subject of such approval or consent. All architectural, engineering and other design fees shall be paid by Tenant. Tenant shall use its architect, engineers and other design professionals, all of whom shall comply with any applicable licensing or governmental requirements of the City of Seattle and the State of Washington; Tenant’s architect shall be approved by Landlord (“Tenant’s Architect”)'s approval, which approval which shall not be unreasonably withheld, conditioned or delayed. The Tenant Improvement Plans and Specifications shall be prepared in sufficient detail to allow the General Contractor to construct the Tenant Improvements. The Tenant Improvements shall not be removed or altered by Tenant without the prior written consent of Landlord shall also be entitled to receive a copy of the agreement between Tenant and Tenant’s Architect (the “Architect Agreement”)as provided in Section 7. Tenant shall cause have the right to depreciate and claim and collect any investment tax credits in the Tenant Improvements paid for by Tenant’s Architect . Upon expiration of the Lease Term or any earlier termination of the Lease, the Tenant Improvements shall become the property of Landlord and shall remain upon and be surrendered with the Premises, and title thereto shall automatically vest in Landlord without any payment therefor, except as otherwise expressly provided in Section 15 (with respect to prepare insurance proceeds) and Section 16 (with respect to any condemnation award). Landlord shall use its reasonable best efforts to obtain a draft space plan (building permit from the “Space Plan”) City of Fremont for the Tenant Improvements as soon as possible after submittal of the Tenant Improvement Plans and shall submit Specifications, and thereafter to cause the proposed Space Plan General Contractor to Landlord for Substantially Complete the latter’s approval (not to be unreasonably withheld) in a time period to allow Tenant to timely complete its Building, including the Tenant Improvements therein. Each Building shall be deemed "Substantially Complete" (and "Substantial Completion" shall occur) when: (i) Tenant Improvements have both been substantially completed in accordance with the Tenant Improvement Plans and Specifications, as evidenced by the issuance of a certificate of occupancy or a temporary certificate of occupancy or its equivalent by the appropriate governmental authority, (ii) Tenant's Architect has certified that the Tenant Improvements have been completed in accordance with the Tenant Improvement Plans and Specifications, and Landlord's Architect has certified to Tenant that the Building Shell has been completed, and all necessary elements of the Project needed for beneficial occupancy of the Building have been completed, all in accordance with the Building Shell Plans and Specifications; and (iii) the Building systems including, but not limited to, mechanical, electrical and plumbing, are operational to the extent necessary to service the Premises, and Tenant has use of substantially all parking spaces called for under this Lease. Landlord shall deliver to Tenant any written objectionsInstallation of (x) Tenant's data and phone cabling, questions (y) Tenant's furniture, or comments of Landlord with regard to (z) the Space Plan within ten (10) business days of receipt; Landlord’s consent thereto shall be deemed given if not denied in writing within said ten (10) business day period. If Landlord denies its approval, it shall specify the reasons for doing so in detail. Tenant shall cause the Space Plan to be revised to address such written comments and shall resubmit said Space Plan to Landlord for approval. Such process shall continue until Landlord has approved the Space Plan. Tenant’s Architect shall then prepare working drawings and specifications for the Tenant Improvements, including architectural, structural, plumbing, mechanical, electrical, and fire protection drawings as required, suitable for permit application (the “Working Drawings”) and shall submit the proposed Working Drawings to Landlord for the latter’s approval in a time period to allow Tenant to timely complete its Tenant Improvements under this Lease. The Space Plan and Working Drawings shall be subject to Landlord’s approval, which Landlord agrees exterior landscaping shall not be unreasonably withheld, conditioned, or delayedrequired in order to deem a Building Substantially Complete. Landlord shall not be deemed agrees to have acted unreasonably if it withholds its approval thereof because, in Landlord’s reasonable opinion, provide Tenant a permit which allows Tenant to occupy the work, as described in any such item: (i) is likely to adversely affect Building Systems, Premises from the structure City of the Building or the safety of the Building and/or their occupants; (ii) might impair Landlord’s ability to furnish services to Tenant or other tenants in the Building; (iii) would materially increase the cost of operating the Building; (iv) would violate any governmental laws, rules or ordinances Fremont (or interpretations thereof); its equivalent) within sixty (v60) contains or uses hazardous or toxic materials or substances; (vi) would negatively affect days following the appearance of the Building; (vii) is reasonably likely to adversely affect another tenant’s premises; or (viii) is prohibited by any ground lease affecting the Building or any mortgage, trust deed or other instrument encumbering the Building. Landlord shall deliver to Tenant any written objections, questions or comments of Landlord with regard to the Working Drawings, within ten (10) business days of Landlord’s receipt of the Working Drawings; Landlord’s consent thereto shall be deemed given if not denied in writing within said ten (10) business day period. If Landlord denies its approval, it shall specify the reasons for doing so in detail. Tenant shall cause the Working Drawings to be revised to address such written comments and shall resubmit said Working Drawings to Landlord for approval. Landlord may, when approving the Tenant Improvement Plans, elect to require Tenant to remove any Non-Standard Improvements which are made to the Premises. If Landlord so elects, Tenant shall, at its own cost, restore the Premises to the condition designated by Landlord in its election, before the last day of the Term. Such process shall continue until both parties have approved the Working Drawings. Landlord’s approval of the Space Plan and/or the Working Drawings shall not be deemed any representation or warranty that the same comply with applicable codesCommencement Date.

Tenant Improvement Plans. Any work proposed by Landlord and Tenant have approved the space plans for the Initial Tenant Improvements attached hereto as, or listed on attached, Exhibit G (the “Preliminary Plans”). Tenant will provide Landlord, on or before the date that is 120 days after the date of this Lease, complete construction drawings and specifications for the Initial Tenant Improvements”) . The construction drawings and specifications shall be subject to Landlord’s reasonable prior approval consistent with the Preliminary Plans. Within 10 business days after its receipt of the construction drawings and specifications, Landlord shall be subject to the other terms and conditions notify Tenant of this Exhibit C; provided that it will be reasonable for Landlord to withhold its approval or consent disapproval thereof (which approval shall not be unreasonably withheld), and if Landlord disapproves thereof, the revisions that Landlord requires in order to obtain such approval. It is agreed that Landlord will not object to construction drawings and specifications to the extent that they conform to the Preliminary Plans. As promptly as and when applicable under this Exhibit C) if reasonably possible thereafter, but no later than 10 business days after Landlord’s Mortgagee has not consented response, Tenant shall submit to Landlord modified construction drawings incorporating appropriate revisions. Upon approval of the matter that is the subject of final construction drawings and specifications, Landlord’s and Tenant’s authorized representatives shall each evidence such approval or consent. All architectural, engineering and other design fees shall be paid by Tenant. Tenant shall use its architect, engineers and other design professionals, all initialing the top of whom shall comply with any applicable licensing or governmental requirements each sheet of the City approved construction drawings and specifications. The approved construction drawings and specifications are herein termed the “Tenant Improvement Plans”. Once approved, neither party will change any of Seattle and the State of Washington; Tenant Improvement Plans without Tenant’s architect shall be approved by Landlord (“Tenant’s Architect”)consent, which approval consent shall not be unreasonably withheld, conditioned or delayed. Landlord shall also be entitled to receive a copy of the agreement between Tenant and Tenant’s Architect (the “Architect Agreement”). Tenant shall cause Tenant’s Architect to prepare a draft space plan (the “Space Plan”) for the Tenant Improvements and shall submit the proposed Space Plan to Landlord for the latter’s approval (not to be unreasonably withheld) in a time period to allow Tenant to timely complete its Tenant Improvements under this Lease. Landlord shall deliver to Tenant any written objections, questions or comments of Landlord with regard to the Space Plan within ten (10) business days of receipt; Landlord’s consent thereto shall be deemed given if not denied in writing within said ten (10) business day period. If Landlord denies its approval, it shall specify the reasons for doing so in detail. Tenant shall cause the Space Plan to be revised to address such written comments and shall resubmit said Space Plan to Landlord for approval. Such process shall continue until Landlord has approved the Space Plan. Tenant’s Architect shall then prepare working drawings and specifications for the Tenant Improvements, including architectural, structural, plumbing, mechanical, electrical, and fire protection drawings as required, suitable for permit application (the “Working Drawings”) and shall submit the proposed Working Drawings to Landlord for the latter’s approval in a time period to allow Tenant to timely complete its Tenant Improvements under this Lease. The Space Plan and Working Drawings shall be subject to Landlord’s approval, which Landlord agrees shall not be unreasonably withheld, conditioned, or delayed. Landlord shall not be deemed to have acted unreasonably if it withholds its approval thereof because, in Landlord’s reasonable opinion, the work, as described in any such item: (i) is likely to adversely affect Building Systems, the structure of the Building or the safety of the Building and/or their occupants; (ii) might impair Landlord’s ability to furnish services to Tenant or other tenants in the Building; (iii) would materially increase the cost of operating the Building; (iv) would violate any governmental laws, rules or ordinances (or interpretations thereof); (v) contains or uses hazardous or toxic materials or substances; (vi) would negatively affect the appearance of the Building; (vii) is reasonably likely to adversely affect another tenant’s premises; or (viii) is prohibited by any ground lease affecting the Building or any mortgage, trust deed or other instrument encumbering the Building. Landlord shall deliver to Tenant any written objections, questions or comments of Landlord with regard to the Working Drawings, within ten (10) business days of Landlord’s receipt of the Working Drawings; Landlord’s consent thereto shall be deemed given if not denied in writing within said ten (10) business day period. If Landlord denies its approval, it shall specify the reasons for doing so in detail. Tenant shall cause the Working Drawings to be revised to address such written comments and shall resubmit said Working Drawings to Landlord for approval. Landlord may, when approving the Tenant Improvement Plans, elect to require Tenant to remove any Non-Standard Improvements which are made to the Premises. If Landlord so elects, Tenant shall, at its own cost, restore the Premises to the condition designated by Landlord in its election, before the last day of the Term. Such process shall continue until both parties have approved the Working Drawings. Landlord’s approval of the Space Plan and/or the Working Drawings shall not be deemed any representation or warranty that the same comply with applicable codes.

Tenant Improvement Plans. Any work proposed by Immediately after the execution of the Lease, Tenant agrees to meet with Landlord's architect (the “Tenant Improvements”"Architect") shall be subject to Landlord’s reasonable prior approval and shall be subject to and/or space planner for the other terms and conditions purpose of this Exhibit C; provided that it will be reasonable promptly preparing a space plan for Landlord to withhold its approval or consent (as and when applicable under this Exhibit C) if Landlord’s Mortgagee has not consented to the matter that is the subject of such approval or consent. All architectural, engineering and other design fees shall be paid by Tenant. Tenant shall use its architect, engineers and other design professionals, all of whom shall comply with any applicable licensing or governmental requirements layout of the City of Seattle and the State of Washington; Tenant’s architect shall be approved by Landlord (“Tenant’s Architect”)Premises. Based upon such space plan, which approval shall not be unreasonably withheld, conditioned or delayed. Landlord shall also be entitled to receive a copy of the agreement between Tenant and Tenant’s Architect (the “Architect Agreement”). Tenant shall cause Tenant’s Architect to prepare a draft space plan (the “Space Plan”) for the Tenant Improvements and shall submit the proposed Space Plan to Landlord for the latter’s approval (not to be unreasonably withheld) in a time period to allow Tenant to timely complete its Tenant Improvements under this Lease. Landlord shall deliver to Tenant any written objections, questions or comments of Landlord with regard to the Space Plan within ten (10) business days of receipt; Landlord’s consent thereto shall be deemed given if not denied in writing within said ten (10) business day period. If Landlord denies its approval, it shall specify the reasons for doing so in detail. Tenant shall cause the Space Plan to be revised to address such written comments and shall resubmit said Space Plan to Landlord for approval. Such process shall continue until Landlord has approved the Space Plan. Tenant’s Architect shall then prepare final working drawings and specifications for the Tenant Improvements, including architectural, structural, plumbing, mechanical, electrical, . Such final working drawings and fire protection drawings specifications are referred to herein as required, suitable the "Tenant Improvement Plans." The Tenant Improvement Plans must be consistent with Landlord's standard specifications (herein referred to as the "Standards" or "Building Standards") for permit application (the “Working Drawings”) and shall submit the proposed Working Drawings to Landlord tenant improvements for the latter’s approval in a Building, as the same may be changed from time period to allow Tenant to timely complete its Tenant Improvements under this Lease. The Space Plan time by Landlord and Working Drawings shall be are subject to Landlord’s 's final approval. Tenant will at all times cooperate with the Architect, which Landlord agrees shall not be unreasonably withheldfurnishing all reasonable information and material concerning Tenant's organization, conditionedstaffing, or delayed. Landlord shall not be deemed to have acted unreasonably if it withholds its approval thereof becausegrowth expectations, in Landlord’s reasonable opinionphysical facility needs (including, without limitation, needs arising by reason of the provisions of the Texas Architectural Barriers Act, the workAmerican With Disabilities Act of 1990, as described in and interpretations or regulations promulgated thereunder and/or amendments thereto, together with any such item: successor statutes or similar enactment's or governmental requirements (i) is likely to adversely affect Building Systemscollectively, the structure of "Disability Acts"), equipment, inventory, etc., necessary for the Building or Architect to efficiently and expeditiously prepare the safety of the Building and/or their occupants; (ii) might impair Landlord’s ability to furnish services to Tenant or other tenants in the Building; (iii) would materially increase the cost of operating the Building; (iv) would violate any governmental laws, rules or ordinances (or interpretations thereof); (v) contains or uses hazardous or toxic materials or substances; (vi) would negatively affect the appearance of the Building; (vii) is reasonably likely to adversely affect another tenant’s premises; or (viii) is prohibited by any ground lease affecting the Building or any mortgage, trust deed or other instrument encumbering the BuildingImprovement Plans. Landlord shall deliver to Tenant any written objections, questions or comments of Landlord with regard to the Working Drawings, within Within ten (10) business days following the date of Landlord’s 's receipt of the Working Drawings; Landlord’s consent thereto shall be deemed given if not denied in writing within said ten (10) business day period. If Landlord denies its approval, it shall specify the reasons for doing so in detail. Tenant shall cause the Working Drawings to be revised to address such written comments and shall resubmit said Working Drawings to Landlord for approval. Landlord may, when approving the Tenant Improvement Plans, elect to require Landlord will advise Tenant to remove any Non-Standard Improvements which are made to of Landlord's approval or disapproval of the PremisesTenant Improvement Plans. If Landlord disapproves any aspect of the Tenant Improvement Plans, Landlord shall so electsnotify Tenant and specify the reasons for such disapproval (including, without limitation, any change in the nature or scope of the work contemplated by the preliminary space plan). Landlord may also specify how any such disapproved item may be made reasonably acceptable to Landlord, and Tenant shall, at its own costwithin five (5) business days thereafter, restore deliver to Landlord revised Tenant Improvement Plans incorporating the Premises to the condition designated revisions required by Landlord in its election, before the last day of the Term. Such process shall continue until both parties have approved the Working Drawings. Landlord’s approval of the Space Plan and/or the Working Drawings shall not be deemed any representation or warranty that the same comply with applicable codes.

Tenant Improvement Plans. Any work proposed by Tenant Prior to or immediately after the Effective Date, Landlord shall engage an architect (the “Tenant Improvements”) shall be subject to Landlord’s reasonable prior approval and shall be subject to the other terms and conditions of this Exhibit C; provided that it will be reasonable for Landlord to withhold its approval or consent (as and when applicable under this Exhibit C) if Landlord’s Mortgagee has not consented to the matter that is the subject of such approval or consent. All architectural, engineering and other design fees shall be paid by Tenant. Tenant shall use its architect, engineers and other design professionals, all of whom shall comply with any applicable licensing or governmental requirements of the City of Seattle and the State of Washington; Tenant’s architect shall be approved by Landlord (“Tenant’s Architect”), which approval shall not be unreasonably withheld, conditioned or delayed. Landlord shall also be entitled to receive a copy of the agreement between Tenant and Tenant’s Architect (the “Architect Agreement”). Tenant shall cause Tenant’s Architect to prepare a draft space plan (the “Space Plan”) for the Tenant Improvements and shall submit purpose of the proposed Space Plan to Landlord for the latterArchitect’s approval (not to be unreasonably withheld) in a time period to allow Tenant to timely complete its Tenant Improvements under this Lease. Landlord shall deliver to Tenant any written objections, questions or comments preparation of Landlord with regard to the Space Plan within ten (10) business days of receipt; Landlord’s consent thereto shall be deemed given if not denied in writing within said ten (10) business day period. If Landlord denies its approval, it shall specify the reasons for doing so in detail. Tenant shall cause the Space Plan to be revised to address such written comments and shall resubmit said Space Plan to Landlord for approval. Such process shall continue until Landlord has approved the Space Plan. Tenant’s Architect shall then prepare draft working drawings and specifications for the Tenant Improvements, including architectural, structural, plumbing, mechanical, electrical, and fire protection drawings as required, suitable for permit application Improvements based upon Schedule “B-1” (the “Working DrawingsTenant Improvement Plans”). Landlord shall use reasonable efforts to enforce the terms and conditions of the contract with the Architect, taking into account the Target Delivery Date. Landlord and Xxxxxx shall work together cooperatively, using diligent and good faith efforts, to provide the Architect with guidance necessary and desirable to enable (i) the preparation of the draft Tenant Improvement Plans, and shall submit the proposed Working Drawings (ii) to Landlord for the latter’s approval in a time period to allow Tenant to timely complete its Tenant Improvements under this Leasework through all subsequent revisions. The Space Plan and Working Drawings initial, proposed Tenant Improvement Plans shall be provided to Tenant by Landlord upon receipt from Architect. The draft Tenant Improvement Plans shall be subject to Landlord’s and Xxxxxx's mutual, reasonable approval, which Landlord agrees shall not be unreasonably withheld, conditioned, or delayed. Landlord shall not be deemed to have acted unreasonably if it withholds its approval thereof because, in Landlord’s reasonable opinion, the work, as described in any such item: (i) is likely to adversely affect Building Systems, the structure of the Building or the safety of the Building and/or their occupants; (ii) might impair Landlord’s ability to furnish services to Tenant or other tenants in the Building; (iii) would materially increase the cost of operating the Building; (iv) would violate any governmental laws, rules or ordinances (or interpretations thereof); (v) contains or uses hazardous or toxic materials or substances; (vi) would negatively affect the appearance of the Building; (vii) is reasonably likely to adversely affect another tenant’s premises; or (viii) is prohibited by any ground lease affecting the Building or any mortgage, trust deed or other instrument encumbering the Building. Landlord shall deliver to Tenant any written objections, questions or comments of Landlord with regard to the Working Drawings, within ten (10) business days of Landlord’s receipt of the Working Drawings; Landlord’s consent thereto shall be deemed given if not denied in writing within said ten (10) business day period. If Landlord denies its approval, it shall specify the reasons for doing so in detail. Tenant shall cause give its written notice of approval or disapproval (giving general reasons in case of disapproval along with comments, edits and revision requests) of the Working Drawings to be revised to address such written comments and shall resubmit said Working Drawings to Landlord for approval. Landlord may, when approving the draft Tenant Improvement PlansPlans within fifteen (15) days after their delivery to Tenant. Landlord, elect in its commercially reasonable discretion, shall direct the Architect to require Tenant to remove any Non-Standard Improvements which are made apply Xxxxxx’s proposed revisions to the Premisesdraft Tenant Improvement Plans and submit revised Tenant Improvement Plans to Tenant within fifteen (15) days of its receipt of Tenant’s written notice providing comments. If Landlord so electsThe parties acknowledge and agree that all deadlines for responses, Tenant shallapproval or comments (or delivery of revised documents) set forth in this Exhibit “B” are outside timelines, at its own cost, restore the Premises to the condition designated by Landlord in its election, before the last day of the Term. Such process shall continue until both parties have approved the Working Drawings. Landlord’s approval of the Space Plan and/or the Working Drawings shall not be deemed and any representation or warranty that the same comply with applicable codesparty may respond sooner.

Tenant Improvement Plans. Any work proposed by Tenant (the “Tenant Improvements”a) shall be subject to Landlord’s Within a reasonable prior approval and shall be subject to the other terms and conditions of this Exhibit C; provided that it will be reasonable for Landlord to withhold its approval or consent (as and when applicable under this Exhibit C) if Landlord’s Mortgagee has not consented to the matter that is the subject of such approval or consent. All architectural, engineering and other design fees shall be paid by Tenant. Tenant shall use its architect, engineers and other design professionals, all of whom shall comply with any applicable licensing or governmental requirements time following execution of the City of Seattle and the State of Washington; Lease, Tenant’s architect shall be approved by Landlord (“Tenant’s Architect”), which approval shall not be unreasonably withheld, conditioned or delayed. Landlord shall also be entitled to receive a copy of the agreement between Tenant and Tenant’s Architect (the “Architect Agreement”). Tenant shall cause Tenant’s Architect to prepare a draft space plan (the “Space Plan”) Plans for the Tenant Improvements and shall submit the proposed Premises and, after approval by Tenant, said Space Plan to Landlord for the latter’s approval (not to be unreasonably withheld) in a time period to allow Tenant to timely complete its Tenant Improvements under this Lease. Landlord shall deliver to Tenant any written objections, questions or comments of Landlord with regard to the Space Plan within ten (10) business days of receipt; Landlord’s consent thereto Plans shall be deemed given if not denied in writing within said ten (10) business day period. If Landlord denies its approval, it shall specify the reasons for doing so in detail. Tenant shall cause the Space Plan to be revised to address such written comments and shall resubmit said Space Plan submitted to Landlord for approval. Such process shall continue until Landlord has approved the Space Plan. Tenant’s Architect shall then prepare working drawings and specifications for the Tenant Improvements, including architectural, structural, plumbing, mechanical, electrical, and fire protection drawings as required, suitable for permit application (the “Working Drawings”) and shall submit the proposed Working Drawings to Landlord for the latter’s approval in a time period to allow Tenant to timely complete its Tenant Improvements under this Lease. The Space Plan and Working Drawings shall be subject to Landlord’s approval, which Landlord agrees approval shall not be unreasonably withheld, conditioned, or delayed. If Landlord desires modifications to the Space Plans, Landlord shall not be deemed to have acted unreasonably if it withholds its approval thereof because, notify Tenant in Landlord’s reasonable opinion, the work, as described in any such item: (i) is likely to adversely affect Building Systems, the structure of the Building or the safety of the Building and/or their occupants; (ii) might impair Landlord’s ability to furnish services to Tenant or other tenants in the Building; (iii) would materially increase the cost of operating the Building; (iv) would violate any governmental laws, rules or ordinances (or interpretations thereof); (v) contains or uses hazardous or toxic materials or substances; (vi) would negatively affect the appearance of the Building; (vii) is reasonably likely to adversely affect another tenant’s premises; or (viii) is prohibited by any ground lease affecting the Building or any mortgage, trust deed or other instrument encumbering the Building. Landlord shall deliver to Tenant any written objections, questions or comments of Landlord with regard to the Working Drawings, writing within ten (10) business days of Landlordfollowing its receipt thereof, the parties shall promptly confer to reach agreement on the Space Plans. Tenant’s receipt 75 day period for submission of the Working Drawings; Drawings shall be tolled during Landlord’s consent thereto period of review of the Space Plans. If Landlord fails to notify Tenant of any objections to the Space Plans within the 10 business day period, Tenant may deliver a notice to Landlord requesting a response to Tenant’s Space Plans. If Landlord fails to respond to that notice within three (3) business days, Landlord shall be deemed given if not denied in writing within said ten (10) business day period. If Landlord denies its approval, it shall specify the reasons for doing so in detail. Tenant shall cause the Working Drawings to be revised to address such written comments and shall resubmit said Working Drawings to Landlord for approval. Landlord may, when approving the Tenant Improvement Plans, elect to require Tenant to remove any Non-Standard Improvements which are made to the Premises. If Landlord so elects, Tenant shall, at its own cost, restore the Premises to the condition designated by Landlord in its election, before the last day of the Term. Such process shall continue until both parties have approved the Working Drawingssaid Space Plans. Landlord’s Within fifteen (15) days after approval or deemed approval of the Space Plan and/or Plans by both parties, Landlord shall provide Tenant with a reasonably detailed breakdown of Landlord’s estimate of the Working Drawings total costs to design and construct the Tenant Improvements (“Landlord’s Cost Estimate”). If Tenant shall disapprove of Landlord’s Cost Estimate within five (5) business days after receipt of the same, Tenant shall revise the Space Plans to decrease the cost of the work, and shall resubmit the same to Landlord for review and approval in accordance with the process set forth above. Any time that any such re-submittals and approvals shall take shall be considered Tenant Delay. Tenant shall not be entitled to revise its Space Plans more than four (4) times in response to a Landlord’s Cost Estimate, If Tenant fails to timely reject Landlord’s Cost Estimate, Tenant’s approval shall be deemed any representation or warranty that the same comply with applicable codesgranted.

Tenant Improvement Plans. Any work proposed Tenant, at Tenant's sole cost and expense, shall hire a licensed architect selected by Tenant (the “Tenant Improvements”) shall be subject to Landlord’s reasonable prior approval and shall be subject to the other terms and conditions of this Exhibit C; provided that it will be reasonable for Landlord to withhold its approval or consent (as and when applicable under this Exhibit C) if Landlord’s Mortgagee has not consented to the matter that is the subject of such approval or consent. All architectural, engineering and other design fees shall be paid by Tenant. Tenant shall use its architect, engineers and other design professionals, all of whom shall comply with any applicable licensing or governmental requirements of the City of Seattle and the State of Washington; Tenant’s architect shall be reasonably approved by Landlord (“"Architect") to prepare plans and outline specifications which upon completion shall be attached as Exhibit "E" ("Tenant Improvement ----------- Plans and Specifications") with respect to the construction of improvements to the interior premises ("Tenant Improvements"). The General Contractor (as defined below) shall assist the Architect in identifying any coordination issues relative to the Building Shell and/or Building Shell Plans. On or before January 19, 1998, Tenant shall deliver to Landlord specifications for the elevator systems and controls. On or before February 16, 1998, Tenant shall deliver to Landlord specifications for the transformer, switchgear and rooftop HVAC units. The Tenant Improvement Plans and Specifications shall be completed for all other aspects of the work by March 16, 1998 with sufficient detail necessary for submittal to the city and for construction and shall include any information required by the relevant agencies regarding Tenant’s Architect”)'s use of Hazardous Materials if applicable. The Tenant Improvements shall consist of all items not included within the scope of the Building Shell Definition. Except as otherwise provided in Section 5.N, the Tenant Improvement Plans and Specifications shall provide for a minimum buildout in all areas of the Premises consisting of: (i) fire sprinklers, (ii) floor coverings, (iii) t-bar suspended ceiling (iv) distribution of the HVAC system, (v) 2 x 4 drop-in florescent lighting, and (vi) any other work required by the City of San Xxxx necessary to obtain a Certificate of Occupancy, which approval work shall not be unreasonably withheld, conditioned or delayed. completed by Landlord shall also be entitled to receive a copy of the agreement between Tenant and Tenant’s Architect (the “Architect Agreement”). Tenant shall cause Tenant’s Architect to prepare a draft space plan (the “Space Plan”) for the Tenant Improvements and shall submit the proposed Space Plan to Landlord for the latter’s approval (not to be unreasonably withheld) as set forth in a time period to allow Tenant to timely complete its Tenant Improvements under this Lease. Landlord shall deliver cause Tenant Improvements to be constructed by independent contractors to be employed by and under the supervision of Landlord's affiliated construction company, Sobrato Construction Corporation ("General Contractor") in accordance with all Tenant Improvement Plans and Specifications. The Tenant Improvement Plans and Specifications shall be prepared in sufficient detail to allow General Contractor to construct the Tenant Improvements. As an inducement to Tenant any to enter into this Lease, Landlord has agreed to provide Tenant a work allowance to be utilized by Tenant for the construction of Tenant Improvements ("Work Allowance") in the amount of Three Million Nine Hundred Sixty-Eight Thousand Three Hundred Thirty- Five and No/100 Dollars ($3,968,335.00). The Work Allowance shall be paid by Landlord to Tenant as payments become due to General Contractor pursuant to Section 5.G below. The Tenant Improvements shall not be removed or altered by Tenant without the prior written objections, questions or comments consent of Landlord with regard to the Space Plan within ten (10) business days of receipt; Landlord’s consent thereto shall be deemed given if not denied required as provided in writing within said ten (10) business day period. If Landlord denies its approval, it shall specify the reasons for doing so in detailSection 7. Tenant shall cause have the Space Plan right to be revised to address such written comments depreciate and claim and collect any investment tax credits in the Tenant Improvements during the Lease Term. Upon expiration of the Lease Term or any earlier termination of the Lease, the Tenant Improvements shall become the property of Landlord and shall resubmit said Space Plan to Landlord for approval. Such process shall continue until Landlord has approved remain upon and be surrendered with the Space Plan. Tenant’s Architect shall then prepare working drawings and specifications for the Tenant Improvements, including architectural, structural, plumbing, mechanical, electricalPremises, and fire protection drawings as required, suitable for permit application (the “Working Drawings”) and shall submit the proposed Working Drawings to Landlord for the latter’s approval in a time period to allow Tenant to timely complete its Tenant Improvements under this Lease. The Space Plan and Working Drawings shall be subject to Landlord’s approval, which Landlord agrees shall not be unreasonably withheld, conditioned, or delayed. Landlord shall not be deemed to have acted unreasonably if it withholds its approval thereof because, in Landlord’s reasonable opinion, the work, as described in any such item: (i) is likely to adversely affect Building Systems, the structure of the Building or the safety of the Building and/or their occupants; (ii) might impair Landlord’s ability to furnish services to Tenant or other tenants in the Building; (iii) would materially increase the cost of operating the Building; (iv) would violate any governmental laws, rules or ordinances (or interpretations thereof); (v) contains or uses hazardous or toxic materials or substances; (vi) would negatively affect the appearance of the Building; (vii) is reasonably likely to adversely affect another tenant’s premises; or (viii) is prohibited by any ground lease affecting the Building or any mortgage, trust deed or other instrument encumbering the Building. Landlord shall deliver to Tenant any written objections, questions or comments of Landlord with regard to the Working Drawings, within ten (10) business days of Landlord’s receipt of the Working Drawings; Landlord’s consent title thereto shall be deemed given if not denied automatically vest in writing within said ten (10) business day period. If Landlord denies its approval, it shall specify the reasons for doing so in detail. Tenant shall cause the Working Drawings to be revised to address such written comments and shall resubmit said Working Drawings to Landlord for approval. Landlord may, when approving the Tenant Improvement Plans, elect to require Tenant to remove without any Non-Standard Improvements which are made to the Premises. If Landlord so elects, Tenant shall, at its own cost, restore the Premises to the condition designated by Landlord in its election, before the last day of the Term. Such process shall continue until both parties have approved the Working Drawings. Landlord’s approval of the Space Plan and/or the Working Drawings shall not be deemed any representation or warranty that the same comply with applicable codespayment therefor.

Tenant Improvement Plans. Any work proposed by Tenant at the Premises or Building (the “Tenant Improvements”) shall be subject to Landlord’s reasonable prior approval and shall be subject to the other terms and conditions of this Exhibit C; provided that it will Exhibit, which approval shall not be reasonable unreasonably withheld or delayed except for Landlord to withhold its approval or consent (as and when applicable under this Exhibit C) if Landlord’s Mortgagee has not consented to the matter that is the subject of such approval or consentgood cause shown. All architectural, engineering and other design fees shall be paid by Tenant, provided that, of the total Tenant Improvement Allowance, up to Five and No/100 Dollars (S5.00) per rentable square foot of the Premises of such fees may be subject to reimbursement under the Tenant Improvement Allowance. Tenant shall use its architect, engineers and other design professionals, all of whom shall comply with any applicable licensing or governmental requirements of the City of Seattle Santa Xxxxx and the State of Washington; Tenant’s architect California. Tenant shall cause its architect, who shall be approved by Landlord subject to Landlord’s prior approval (“Tenant’s Architect”), which approval shall not be unreasonably withheldwithheld or delayed except for good cause shown, conditioned or delayed. Landlord shall also be entitled to receive a copy of the agreement between Tenant and Tenant’s Architect (the “Architect Agreement”). Tenant shall cause Tenant’s Architect to prepare a draft space plan (the “Space Plan”) for the Tenant Improvements and shall submit the proposed Space Plan to Landlord for the latter’s approval (not to be unreasonably withheldwithheld or delayed) in within twenty-one (21) days following mutual execution of the Lease. (If available upon mutual execution of this Lease, a time period to allow Tenant to timely complete its mutually-approved preliminary space plan for the Tenant Improvements under this Lease. has been attached hereto as Exhibit C-1.) Landlord shall deliver to Tenant any written objections, questions or comments of Landlord with regard to the Space Plan within ten (10) business days of receipt; Landlord’s consent thereto shall be deemed given if not denied in writing within said ten (10) business day period. If Landlord denies its approvalPlan, it shall specify the reasons for doing so in detail. and Tenant shall cause the Space Plan to be revised to address such written comments and shall resubmit said Space Plan to Landlord for approvalapproval within five (5) business days thereafter. Such process shall continue until Landlord has approved the Space Plan. Tenant’s Architect shall then prepare working drawings and specifications for the Tenant Improvements, including architectural, structural, plumbing, mechanical, electrical, and fire protection drawings as required, suitable for permit application (the “Working Drawings”) and shall submit the proposed Working Drawings to Landlord for the latter’s approval in a time period to allow Tenant to timely complete its Tenant Improvements under this Leasewithin sixty (60) days following Landlord’s approval of the final Space Plan. The Space Plan and Working Drawings shall be subject to Landlord’s approval, which Landlord agrees shall not be unreasonably withheld, conditioned, withheld or delayed. Landlord shall not be deemed to have acted unreasonably if it withholds its approval thereof because, in Landlord’s reasonable opinionopinion as supported by statement or reports from licensed engineers, the work, as described in any such item: (i) is likely to will adversely affect Building Systemssystems, the structure of the Building or the safety of the Building and/or their occupants; (ii) might will materially impair Landlord’s ability to furnish services to Tenant or other tenants in at the BuildingProject; (iii) would materially increase the cost of operating the Building; (iv) would violate any governmental laws, rules or ordinances (or interpretations thereof); (v) contains or uses hazardous or toxic materials or substancessubstances not permitted under Applicable Laws; (vi) would negatively affect the external appearance of the Building; (vii) is reasonably likely to would materially and adversely affect another tenant’s premises; premises at the Project: or (viii) is prohibited by any ground lease affecting the Building or any mortgage, trust deed or other instrument encumbering the BuildingBuilding or Project. Landlord shall deliver to Tenant any written objections, questions or comments of Landlord with regard to the Working Drawings, within ten (10) business days of Landlord’s receipt of the Working Drawings; Landlord’s consent thereto shall be deemed given if not denied in writing within said ten (10) business day period. If Landlord denies its approval, it shall specify the reasons for doing so in detail. and Tenant shall cause the Working Drawings to be revised to address such written comments and shall resubmit said Working Drawings to Landlord for approval. Landlord may, when approving the Tenant Improvement Plans, elect to require Tenant to remove any Non-Standard Improvements which are made to the Premises. If Landlord so elects, Tenant shall, at its own cost, restore the Premises to the condition designated by Landlord in its election, before the last day of the Termapproval within ten (10) business days thereafter. Such process shall continue until both parties have Landlord has approved the Working Drawings. Landlord’s approval of the Space Plan and/or the Working Drawings shall not be deemed any representation or warranty that the same comply with applicable codes.

Tenant Improvement Plans. Any work proposed by Tenant, at Tenant's sole cost and expense, shall retain an interior architect ("Architect") to prepare plans and outline specifications to be attached as Exhibit "C" ("Tenant Improvement Plans and Specifications") with respect to the construction of initial interior improvements to the Premises (the “"Tenant Improvements”"). The Tenant Improvement Plans and Specifications shall be completed for all aspects of the work (either in one package or in phases as provided below) by June 30, 2001 with all detail necessary for submittal to the city, within three (3) days thereafter, for issuance of building permits and for construction, and shall include any information required by the relevant agencies regarding Tenant's use of Hazardous Materials if applicable. The Tenant Improvements shall: (i) be reasonably compatible with (and not damaging to) the structural, mechanical, electrical, plumbing and other systems of the Building, (ii) not materially adversely impact (in Landlord's reasonable judgment) the exterior appearance or operations of the Building, the currently existing interior improvements in the Building, or the appearance or operations of the public areas of the Building and (iii) comply with all any law, statute, ordinance, order, rule, regulation or requirement of any governmental or quasi-governmental authority. All Tenant Improvements shall be subject to Landlord’s 's reasonable prior approval and shall be subject to the other terms and conditions of this Exhibit C; provided that it will be reasonable for Landlord to withhold its approval or consent (as and when applicable under this Exhibit C) if Landlord’s Mortgagee has not consented to the matter that is the subject of such approval or consent. All architectural, engineering and other design fees shall be paid by Tenant. Tenant shall use its architect, engineers and other design professionals, all of whom shall comply with any applicable licensing or governmental requirements of the City of Seattle and the State of Washington; Tenant’s architect shall be approved by Landlord (“Tenant’s Architect”)approval, which approval shall not be unreasonably withheldwithheld or delayed beyond five (5) business days following receipt of Tenant's Plans and Specifications, conditioned provided the above conditions are met. Landlord's failure to approve, or delayedreasonably disapprove, the Tenant Improvement Plans and Specifications (or revised Plans and Specifications) within five (5) business days following Landlord's receipt thereof shall be deemed Landlord's approval. Landlord The Tenant Improvement Plans and Specifications shall also include all detail required by the City of Santa Clara necessary to obtain a Certificate of Occupancy. Construction of xxx Tenant Improvements shall be entitled performed by a general contractor ("General Contractor") selected by Tenant, subject to receive a copy of the agreement between Tenant and Tenant’s Architect (the “Architect Agreement”)Landlord's reasonable approval. Tenant shall cause Tenant’s Architect not be required to prepare use union labor as a draft space plan (condition of receiving Landlord's approval hereunder. The Tenant Improvement Plans and Specifications shall be prepared in sufficient detail to allow General Contractor to construct the “Space Plan”) Tenant Improvements. The Tenant shall contract directly with General Contractor for construction of the Tenant Improvements and shall submit cause the proposed Space Plan General Contractor to Landlord for construct the latter’s approval (not to be unreasonably withheld) in a time period to allow Tenant to timely complete its Tenant Improvements under this Lease. Landlord shall deliver to in accordance with all Tenant any written objections, questions or comments of Landlord with regard to the Space Plan within ten (10) business days of receipt; Landlord’s consent thereto shall be deemed given if not denied in writing within said ten (10) business day period. If Landlord denies its approval, it shall specify the reasons for doing so in detailImprovement Plans and Specifications. Tenant shall cause the Space Plan have no obligation to be revised to address such written comments and shall resubmit said Space Plan to Landlord for approval. Such process shall continue until Landlord has approved the Space Plan. Tenant’s Architect shall then prepare working drawings and specifications for remove the Tenant Improvements, including architectural, structural, plumbing, mechanical, electrical, and fire protection drawings as required, suitable for permit application (Improvements at the “Working Drawings”) and shall submit expiration or earlier termination of the proposed Working Drawings to Landlord for the latter’s approval in a time period to allow Tenant to timely complete its Tenant Improvements under this Lease. The Space Plan Tenant Improvements (other than Tenant's trade fixtures, equipment and Working Drawings shall furnishings and other personal property of Tenant that can be subject removed without permanent damage to Landlord’s approval, which Landlord agrees the Premises) shall not be unreasonably withheld, conditioned, removed or delayed. Landlord shall not be deemed to have acted unreasonably if it withholds its approval thereof because, in Landlord’s reasonable opinion, altered by Tenant without the work, as described in any such item: (i) is likely to adversely affect Building Systems, the structure of the Building or the safety of the Building and/or their occupants; (ii) might impair Landlord’s ability to furnish services to Tenant or other tenants in the Building; (iii) would materially increase the cost of operating the Building; (iv) would violate any governmental laws, rules or ordinances (or interpretations thereof); (v) contains or uses hazardous or toxic materials or substances; (vi) would negatively affect the appearance of the Building; (vii) is reasonably likely to adversely affect another tenant’s premises; or (viii) is prohibited by any ground lease affecting the Building or any mortgage, trust deed or other instrument encumbering the Building. Landlord shall deliver to Tenant any prior written objections, questions or comments consent of Landlord with regard to the Working Drawings, within ten (10) business days of Landlord’s receipt of the Working Drawings; Landlord’s consent thereto shall be deemed given if not denied as provided in writing within said ten (10) business day period. If Landlord denies its approval, it shall specify the reasons for doing so in detailSection 7. Tenant shall cause have the Working Drawings right to be revised to address such written comments depreciate and shall resubmit said Working Drawings to Landlord for approval. Landlord may, when approving claim and collect any investment tax credits in the Tenant Improvement PlansImprovements during the Lease Term. Upon expiration of the Lease Term or any earlier termination of the Lease, elect to require the Tenant to remove any Non-Standard Improvements which are made (other than Tenant's trade fixtures, equipment and furnishings and other personal property of Tenant that can be removed without permanent damage to the Premises. If ) shall become the property of Landlord so electsand shall remain upon and be surrendered with the Premises, Tenant shall, at its own cost, restore the Premises to the condition designated by and title thereto shall automatically vest in Landlord in its election, before the last day of the Term. Such process shall continue until both parties have approved the Working Drawings. Landlord’s approval of the Space Plan and/or the Working Drawings shall not be deemed without any representation or warranty that the same comply with applicable codespayment therefore.

Tenant Improvement Plans. Any Tenant, at Tenant's sole cost and expense, has hired an architect to prepare plans and outline specifications ("Tenant Improvement Plans and Specifications") with respect to the construction of improvements to the interior premises ("Tenant Improvements"). A rough plan and specification list for the Tenant Improvements is attached hereto as Exhibit "E", which rough plan and specifications are acceptable to Landlord. Final Tenant Improvement Plans and Specifications will be developed which will be natural derivations of Exhibit "E". Landlord shall approve the final Tenant Improvement Plans and Specifications or give Landlord's reasons for disapproval, within ten (10) days after delivery of same to Landlord. The Tenant Improvements shall consist of all those items described in the Tenant Improvement Plans and Specifications. The Tenant Improvement Plans and Specifications shall be prepared in sufficient detail to allow General Contractor to construct the Tenant Improvements. Landlord shall cause General Contractor to construct the Tenant Improvements in accordance with the final Tenant Improvement Plans and Specifications. Landlord shall provide Tenant a work proposed allowance to be utilized by Tenant for the construction of Tenant Improvements ("Work Allowance") in the “Tenant Improvements”amount of $30.00 (thirty dollars) shall be subject to Landlord’s reasonable prior approval and shall be subject to per gross rentable square foot of the other terms and conditions of this Exhibit C; provided that it will be reasonable for Landlord to withhold its approval or consent (as and when applicable under this Exhibit C) if Landlord’s Mortgagee has not consented to the matter that is the subject of such approval or consentBuilding. All architectural, engineering and other design fees The Work Allowance shall be paid by Landlord to Tenant (or to the General Contractor at the request of Tenant) pursuant to Article 7.G below. In addition, the Work Allowance may be used by Tenant shall use its architect, engineers for architectural fees and other design professionals, all costs of whom construction not generated by General Contractor. The Tenant Improvements shall comply with any applicable licensing become the property of Tenant upon installation and shall not be removed or governmental requirements altered by Tenant without the prior written consent of the City of Seattle and the State of Washington; Tenant’s architect shall be approved by Landlord (“Tenant’s Architect”)Landlord, which approval shall not be unreasonably withheld, conditioned or delayed. Landlord shall also be entitled to receive a copy of the agreement between Tenant and Tenant’s Architect (the “Architect Agreement”)as provided in paragraph 10. Tenant shall cause Tenant’s Architect have the right to prepare a draft space plan (the “Space Plan”) for depreciate and claim and collect any investment tax credits in the Tenant Improvements during the Lease Term. The Tenant Improvements shall become the property of Landlord and title thereto shall automatically vest in Landlord upon expiration of the initial Lease Term or any earlier termination or extension of the Lease without any payment therefore and shall submit remain upon and be surrendered with the proposed Space Plan Premises at Lease termination. The Base Monthly Rent was determined based on the assumption that the cost of fees and permits paid to Landlord governmental agencies required for the latter’s approval (not to be unreasonably withheld) in a time period to allow Tenant to timely complete its Tenant Improvements under this Lease. Landlord shall deliver to Tenant any written objections, questions or comments of Landlord with regard to the Space Plan within ten (10) business days of receipt; Landlord’s consent thereto shall be deemed given if not denied in writing within said ten (10) business day period. If Landlord denies its approval, it shall specify the reasons for doing so in detail. Tenant shall cause the Space Plan to be revised to address such written comments and shall resubmit said Space Plan to Landlord for approval. Such process shall continue until Landlord has approved the Space Plan. Tenant’s Architect shall then prepare working drawings and specifications for the Tenant Improvements, including architectural, structural, plumbing, mechanical, electrical, and fire protection drawings as required, suitable for permit application (the “Working Drawings”) and shall submit the proposed Working Drawings to Landlord for the latter’s approval in a time period to allow Tenant to timely complete its Tenant Improvements under this Lease. The Space Plan and Working Drawings shall be subject to Landlord’s approval, which Landlord agrees shall not be unreasonably withheld, conditioned, or delayed. Landlord shall not be deemed to have acted unreasonably if it withholds its approval thereof because, in Landlord’s reasonable opinion, the work, as described in any such item: (i) is likely to adversely affect Building Systems, the structure construction of the Building or would equal $500,000. In the safety event that the actual total cost of fees and permits paid to governmental agencies required for the construction of the Building and/or their occupants; is greater than $500,000, the Work Allowance shall be decreased by the amount that such actual total costs exceed $500,000. In the event that the actual total cost of the fees and permits paid to governmental agencies required for the construction of the Building is less than $500,000, the Work Allowance shall be increased by the amount such actual total costs are less than $500,000. The cost of offsite improvements that are mandated by the City of Santa Xxxxx in connection with the construction of the Building shall be paid by Landlord, and a corresponding amount shall be deducted from the Work Allowance (ii) might impair Landlord’s ability to furnish services to Tenant or other tenants in the extent such offsite improvements solely benefit the Building; (iii) would materially increase the cost of operating the Building; (iv) would violate any governmental laws, rules or ordinances (or interpretations thereof); (v) contains or uses hazardous or toxic materials or substances; (vi) would negatively affect the appearance of the Building; (vii) is reasonably likely to adversely affect another tenant’s premises; or (viii) is prohibited by any ground lease affecting the Building or any mortgage, trust deed or other instrument encumbering the Building. Landlord shall deliver to Tenant any written objections, questions or comments of Landlord with regard to the Working Drawings, within ten (10) business days of Landlord’s receipt of the Working Drawings; Landlord’s consent thereto shall be deemed given if not denied in writing within said ten (10) business day period. If Landlord denies its approval, it shall specify the reasons for doing so in detail. Tenant shall cause the Working Drawings to be revised to address such written comments and shall resubmit said Working Drawings to Landlord for approval. Landlord may, when approving the Tenant Improvement Plans, elect to require Tenant to remove any Non-Standard Improvements which are made to the Premises. If Landlord so elects, Tenant shall, at its own cost, restore the Premises to the condition designated by Landlord in its election, before the last day of the Term. Such process shall continue until both parties have approved the Working Drawings. Landlord’s approval of the Space Plan and/or the Working Drawings shall not be deemed any representation or warranty that the same comply with applicable codes.

Tenant Improvement Plans. Any work proposed by Tenant (the “Tenant Improvements”) shall be subject to Landlord’s reasonable prior approval and shall be subject to the other terms and conditions of this Exhibit C; provided that it will C. Tenant shall be reasonable responsible for Landlord to withhold its approval or consent reviewing the City of Seattle Master Use Permit (as “MUP”) for the Building and when applicable under this Exhibit C) if Landlord’s Mortgagee has not consented complying with the MUP to the matter that is extent applicable to the subject Tenant Improvements, including but not limited to the requirement to maintain a transparent view way from the N. 34th St. sidewalk through the central entry area of such approval or consentthe Building out to Lake Union and downtown as shown in the issued MUP plans. Exhibit C All architectural, engineering and other design fees shall be paid by Tenant. Tenant shall use its architect, engineers and other design professionals, all of whom shall comply with any applicable licensing or governmental requirements of the City of Seattle and the State of Washington; Tenant’s architect . Any structural design work shall be approved completed by Landlord Xxxxxxxxx Klemenic Associates. Prior to execution of this Lease, Tenant caused its architect (“Tenant’s Architect”), which approval shall not be unreasonably withheld, conditioned or delayed. Landlord shall also be entitled to receive a copy of the agreement between Tenant and Tenant’s Architect (the “Architect Agreement”). Tenant shall cause Tenant’s Architect ) to prepare a draft space plan (the “Space Plan”) for the Tenant Improvements and shall submit the proposed Space Plan to Landlord for the latter’s approval (not to be unreasonably withheld) in a time period to allow Tenant to timely complete its Tenant Improvements under this Lease. Landlord shall deliver to Tenant any written objections, questions or comments of Landlord with regard to the Space Plan within ten (10) business days of receipt; Landlord’s consent thereto shall be deemed given if not denied in writing within said ten (10) business day period. If Landlord denies its approval, it shall specify the reasons for doing so in detail. Tenant shall cause the Space Plan to be revised to address such written comments and shall resubmit said Space Plan to Landlord for approval. Such process shall continue until Landlord has approved the Space PlanPlans attached as Exhibit C-3. Tenant’s Architect shall then prepare working 100% complete architectural and engineering drawings and specifications for the Tenant Improvements, including and Tenant’s Architect shall compile a fully coordinated set of architectural, structural, plumbing, mechanical, electrical, plumbing working drawings in sufficient detail to obtain all applicable permits and fire protection drawings as required, suitable for permit application to fully construct the improvements (the “Working Drawings”) and shall submit the proposed Working Drawings to Landlord for the latter’s approval in a time period to allow Tenant to timely complete its Tenant Improvements under this Lease, but in no event later than February 22nd 2016. The Space Plan and Working Drawings shall be subject to Landlord’s approval, which Landlord agrees shall not be unreasonably withheld, conditioned, conditioned or delayed. Landlord shall not be deemed to have acted unreasonably if it withholds its approval thereof because, in Landlord’s reasonable opinion, the work, as described in any such item: (i) is likely to adversely affect the Building Systems, the structure of the Building or the safety of the Building and/or their occupants; (ii) might impair Landlord’s ability to furnish impairs the provision of services to Tenant or other tenants in the Building; (iii) would materially increase the cost of operating the Building; (iv) would violate any governmental laws, rules or ordinances (or interpretations thereof); (v) contains or uses hazardous or toxic materials or substances; (vi) would negatively materially affect the appearance of the Building; (vii) is reasonably likely to adversely affect affects another tenant’s premises; or (viii) is prohibited by any ground lease affecting the Building or any mortgage, trust deed or other instrument encumbering the Building. Landlord shall deliver to Tenant any written objections, questions or comments of Landlord with regard to the Working Drawings, within ten (10) business days of Landlord’s receipt of the Working Drawings; Landlord’s consent thereto shall be deemed given if not denied in writing within said ten (10) business day period. If Landlord denies its approval, it shall specify the reasons for doing so in detail. Tenant shall cause the Working Drawings to be revised to address such written comments and shall resubmit said Working Drawings to Landlord for approval. If Landlord fails to notify Tenant that it disapproves of the Working Drawings within such ten (10) business day period, Tenant may deliver a second notice. If Landlord fails to respond within three (3) business days of the second notice, the Landlord shall be deemed to have approved such Working Drawings. Subject to the terms of this Lease, Landlord may, when approving the Tenant Improvement PlansWorking Drawings, elect to require Tenant to remove any Non-Standard Improvements which are being made to the Premises. If Landlord so elects, Tenant shall, at its own cost, restore the Premises to the condition designated by Landlord in its election, before the last day of the Term. Such process shall continue until both parties have Landlord has approved the Working Drawings. Landlord’s approval of the Space Plan and/or the Working Drawings shall not be deemed any representation or warranty that the same comply with applicable codes.

Tenant Improvement Plans. Any work proposed Landlord shall provide all building plans in its possession to Tenant. On or before the date specified in the Construction Schedule (such Construction Schedule is to be hereafter prepared and approved by Tenant (the “Tenant Improvements”) shall be subject to Landlord’s reasonable prior approval both parties and shall be subject deemed incorporated herein pursuant to the other terms and conditions of this Exhibit C; provided that it will be reasonable for Landlord to withhold its approval or consent (as and when applicable under this Exhibit C) if Landlord’s Mortgagee has not consented to the matter that is the subject of such approval or consent. All architecturalParagraph 7 below), engineering and other design fees shall be paid by Tenant. Tenant shall use its architect, engineers and other design professionals, all of whom shall comply with any applicable licensing or governmental requirements submit to Landlord the plan which shows the location of the City of Seattle proposed walls and doors and room descriptions for the State of Washington; Tenant’s architect shall be approved by Landlord (“Tenant’s Architect”), which approval shall not be unreasonably withheld, conditioned or delayed. Landlord shall also be entitled to receive a copy of the agreement between Tenant and Tenant’s Architect (the “Architect Agreement”). Tenant shall cause Tenant’s Architect to prepare a draft space plan Improvements (the “Space Plan”) for the Tenant Improvements and shall submit the proposed Space Plan to Landlord for the latter’s approval (not to be unreasonably withheld) in a time period to allow Tenant to timely complete its Tenant Improvements under this Lease. Landlord shall deliver to Tenant any written objections, questions or comments of Landlord with regard to the Space Plan within ten (10) business days of receipt; Landlord’s consent thereto shall be deemed given if not denied in writing within said ten (10) business day period. If Landlord denies its approval, it shall specify the reasons for doing so in detail. Tenant shall cause the Space Plan to be revised to address such written comments and shall resubmit said Space Plan to Landlord for approval. Such process shall continue until Landlord has approved the Space Plan. Tenant’s Architect shall then prepare working drawings and specifications for the Tenant Improvements, including architectural, structural, plumbing, mechanical, electrical, and fire protection drawings as required, suitable for permit application (the “Working Drawings”) and shall submit the proposed Working Drawings to Landlord for the latter’s approval in a time period to allow Tenant to timely complete its Tenant Improvements under this Lease). The Space Plan and Working Drawings shall be is subject to Landlord’s approval, which Landlord agrees shall not be unreasonably withheld, conditioned, or delayed. Tenant and Landlord agree to work together to mutually agree on the Space Plan on or before the date specified in the Construction Schedule. The date that the Space Plan has been approved by Landlord and Tenant shall not be deemed the “Space Plan Approval Date”. The approved Space Plan will be attached to have acted unreasonably if it withholds its approval thereof becausethis Work Letter as EXHIBIT “C-1”. Tenant and Landlord acknowledge that the approved Space Plan will be preliminary and will need to be refined and finalized in order to provide for the final Tenant Improvements to be made in the Leased Premises. After the Space Plan Approval Date, Tenant shall be responsible for the development and preparation of the final plans and specifications for the Tenant Improvements (the “Tenant Improvements Plans and Specifications”), which plans and specifications shall be (i) generally in Landlord’s accordance with the Space Plan as modified by such changes as may be reasonably acceptable to both parties in their reasonable opinion, the work, as described in any such item: (i) is likely to adversely affect Building Systems, the structure of the Building or the safety of the Building and/or their occupants; (ii) might impair Landlord’s ability in accordance with the Building Standard Materials and Specifications attached to furnish services to Tenant or other tenants in the Building; this Work Letter, and (iii) would materially increase in accordance with the cost applicable City of operating Plano building codes and ordinances. To complete the Building; Tenant Improvements Plans and Specifications, Landlord and Tenant agree that Xxxxxxxx, Xxxxx & Hills will serve as architect (ivthe “Architect”) would violate any governmental laws, rules or ordinances (or interpretations thereof); (v) contains or uses hazardous or toxic materials or substances; (vi) would negatively affect the appearance for preparation of the Building; Tenant Improvements Plans and Specifications (vii) is reasonably likely to adversely affect another tenant’s premises; or (viii) is prohibited by any ground lease affecting unless the Building or any mortgageparties mutually agree otherwise). The Tenant Improvements Plans and Specifications will also include, trust deed or other instrument encumbering the Building. Landlord shall deliver to Tenant any written objections, questions or comments of Landlord with regard to the Working Drawingsextent necessary, within ten electrical and plumbing drawings sealed by a registered State of Texas engineer to be prepared by NELCO, which is the engineering firm designated by Tenant (10) business days the “Electric and Plumbing Engineer”). Tenant agrees to contract with and Landlord agrees to pay a reasonable market fee to the Architect and Electric and Plumbing Engineer for the Tenant Improvements Plans and Specifications preparation. The mechanical plans for the HVAC System for the Leased Premises shall be prepared by 24 Hour Inc. or an alternate Mechanical Engineer approved by Landlord and Tenant. Interior design, furniture selection and placement design, telecommunication planning and wiring design, move coordination and special finishes are the separate responsibility of Landlord’s receipt Tenant and are not included in the Tenant Improvements Plans and Specifications. The costs for preparation of the Working Drawings; LandlordSpace Plan, the Tenant Improvements Plans and Specifications and the electrical and plumbing drawings are considered “Architect’s consent thereto Fees”. The Architect shall also provide normal and customary construction administration services in its capacity as Architect as part of the Architect’s Fees. The Architect’s Fees will be deemed given if not denied in writing within said ten (10) business day period. If paid by Landlord denies its approval, it shall specify the reasons for doing so in detail. Tenant shall cause the Working Drawings to be revised to address such written comments and shall resubmit said Working Drawings to Landlord for approval. Landlord may, when approving out of the Tenant Improvement PlansAllowance and/or, elect to require if applicable, the Additional TI Allowance (hereinafter, the “Tenant to remove any Non-Standard Improvements which are made Allowance” shall collectively refer to the PremisesTenant Improvement Allowance and, if the additional Tenant improvement allowance option is exercised by Tenant as set forth in Section 6.02 of the Lease, the Additional TI Allowance) in accordance with the terms and provisions of this Work Letter. A list of the final Tenant Improvements Plans and Specifications as agreed upon by Tenant and Landlord shall be initialed by both parties and attached hereto as Exhibit “C-2”, and made a part hereof. Such final, approved plans and specifications shall be called the “Tenant Improvements Plans and Specifications”. In the event the Tenant Improvements Plans and Specifications have not been finalized in form and substance sufficient to obtain all applicable building and other permits for the Tenant Improvements on or prior to the date set forth on the Construction Schedule (as hereinafter defined) due to any direct action or inaction of Tenant only, then such failure shall constitute a “Tenant Delay” as hereinafter defined. If Landlord so elects, the failure to finalize such Tenant shall, at its own cost, restore the Premises Improvements Plans and Specifications on or prior to the condition designated by date set forth on the Construction Schedule is due to any direct action or inaction of Landlord only, then such failure shall constitute a “Landlord Delay” as hereinafter defined. Any changes to the final Tenant Improvements Plans and Specifications shall be handled in its election, before accordance with the last day provisions of the Term. Such process shall continue until both parties have approved the Working Drawings. Landlord’s approval of the Space Plan and/or the Working Drawings shall not be deemed any representation or warranty that the same comply with applicable codesParagraph 3(b) below.

Tenant Improvement Plans. Any work proposed by Tenant, at Tenant's sole cost and expense, shall retain an interior architect ("Architect") to prepare plans and outline specifications to be attached as Exhibit "D" ("Tenant Improvement Plans and ----------- Specifications") with respect to the construction of the balance of the improvements to the interior of the premises (the “"Tenant Improvements”") necessary for Tenant's use and occupancy of the Building. Landlord shall cause Tenant Improvements to be constructed by the Devcon Construction ("General Contractor"), in accordance with Tenant Improvement Plans and Specifications. The Tenant Improvement Plans and Specifications shall be completed for all aspects of the work by (i) February 14, 2000 with all detail necessary for submittal to the city for issuance of building permits, and (ii) March 6, 2000 with all detail necessary for construction and shall include any information required by the relevant agencies regarding Tenant's use of Hazardous Materials if applicable. The Tenant Improvements shall consist of all items not included within the scope of the Office Building Shell. All Tenant Improvements shall be subject to Landlord’s reasonable prior approval and shall be subject to the other terms and conditions of this Exhibit C; provided that it will be reasonable for Landlord to withhold its approval or consent (as and when applicable under this Exhibit C) if Landlord’s Mortgagee has not consented to the matter that is the subject of such approval or consent. All architectural, engineering and other design fees shall be paid by Tenant. Tenant shall use its architect, engineers and other design professionals, all of whom shall comply with any applicable licensing or governmental requirements of the City of Seattle and the State of Washington; Tenant’s architect shall be approved by Landlord (“Tenant’s Architect”)'s approval, which approval which shall not be unreasonably withheld, conditioned or delayed. Landlord The Tenant Improvement Plans and Specifications shall also be entitled to receive provide for a copy minimum build-out in all areas of the agreement between Tenant Premises consisting of: (i) fire sprinklers, (ii) floor coverings, (iii) t-bar suspended ceiling (iv) distribution of the HVAC system, (v) 2' x 4' drop-in florescent lighting, and Tenant’s Architect (vi) any other work required by the “Architect Agreement”)City of Santa Xxxxx necessary to obtain a Certificate of Occupancy. Tenant shall cause not have the right to delay the completion of the foregoing minimum Tenant Improvement build-out. The Tenant Improvement Plans and Specifications shall be prepared in sufficient detail to allow the General Contractor to construct the Tenant Improvements. The Tenant Improvements shall not be removed or altered by Tenant without the prior written consent of Landlord as provided in Section 7. Tenant shall have the right to depreciate and claim and collect any investment tax credits in the Tenant Improvements paid for Tenant’s Architect . Upon expiration of the Lease Term or any earlier termination of the Lease, the Tenant Improvements shall become the property of Landlord and shall remain upon and be surrendered with the Premises, and title thereto shall automatically vest in Landlord without any payment therefore. Landlord shall use its reasonable best efforts to prepare obtain a draft space plan (building permit from the “Space Plan”) City of Santa Xxxxx for the Tenant Improvements as soon as possible after submittal of the Tenant Improvement Plans and shall submit Specifications, and thereafter to cause the proposed Space Plan General Contractor to Landlord for Substantially Complete the latter’s approval (not to be unreasonably withheld) in a time period to allow Tenant to timely complete its Improvements. The Tenant Improvements shall be deemed substantially complete when: (i) Tenant Improvements have both been substantially completed in accordance with the Tenant Improvement Plans and Specifications, as evidenced by the issuance of a certificate of occupancy or its equivalent by the appropriate governmental authority, (ii) Tenant's Architect has certified that the Tenant Improvements have been completed in accordance with the Tenant Improvement Plans and Specifications, and Landlord's Architect has certified to Tenant that the Office Building Shell and Project have been completed in accordance with the Office Building Shell Plans and Specifications; and (iii) the Building systems including, but not limited to, mechanical, electrical and plumbing, are operational to the extent necessary to service the Premises, and Tenant has use of substantially all parking spaces called for under this Lease. Landlord shall deliver to Tenant any written objectionsInstallation of (i) Tenant's data and phone cabling, questions (ii) Tenant's furniture, or comments of Landlord with regard to (iii) the Space Plan within ten (10) business days of receipt; Landlord’s consent thereto shall be deemed given if not denied in writing within said ten (10) business day period. If Landlord denies its approval, it shall specify the reasons for doing so in detail. Tenant shall cause the Space Plan to be revised to address such written comments and shall resubmit said Space Plan to Landlord for approval. Such process shall continue until Landlord has approved the Space Plan. Tenant’s Architect shall then prepare working drawings and specifications for the Tenant Improvements, including architectural, structural, plumbing, mechanical, electrical, and fire protection drawings as required, suitable for permit application (the “Working Drawings”) and shall submit the proposed Working Drawings to Landlord for the latter’s approval in a time period to allow Tenant to timely complete its Tenant Improvements under this Lease. The Space Plan and Working Drawings shall be subject to Landlord’s approval, which Landlord agrees exterior landscaping shall not be unreasonably withheld, conditioned, or delayedrequired in order to deem the Tenant Improvements Substantially Complete. Landlord shall not be deemed agrees to have acted unreasonably if it withholds its approval thereof because, in Landlord’s reasonable opinion, provide Tenant a Certificate of Occupancy from the work, as described in any such item: (i) is likely to adversely affect Building Systems, the structure City of the Building or the safety of the Building and/or their occupants; (ii) might impair Landlord’s ability to furnish services to Tenant or other tenants in the Building; (iii) would materially increase the cost of operating the Building; (iv) would violate any governmental laws, rules or ordinances Santa Xxxxx (or interpretations thereof); its equivalent) within sixty (v60) contains or uses hazardous or toxic materials or substances; (vi) would negatively affect days following the appearance of the Building; (vii) is reasonably likely to adversely affect another tenant’s premises; or (viii) is prohibited by any ground lease affecting the Building or any mortgage, trust deed or other instrument encumbering the Building. Landlord shall deliver to Tenant any written objections, questions or comments of Landlord with regard to the Working Drawings, within ten (10) business days of Landlord’s receipt of the Working Drawings; Landlord’s consent thereto shall be deemed given if not denied in writing within said ten (10) business day period. If Landlord denies its approval, it shall specify the reasons for doing so in detail. Tenant shall cause the Working Drawings to be revised to address such written comments and shall resubmit said Working Drawings to Landlord for approval. Landlord may, when approving the Tenant Improvement Plans, elect to require Tenant to remove any Non-Standard Improvements which are made to the Premises. If Landlord so elects, Tenant shall, at its own cost, restore the Premises to the condition designated by Landlord in its election, before the last day of the Term. Such process shall continue until both parties have approved the Working Drawings. Landlord’s approval of the Space Plan and/or the Working Drawings shall not be deemed any representation or warranty that the same comply with applicable codesCommencement Date.

Tenant Improvement Plans. Any work proposed by Tenant (the “Tenant Improvements”) shall be subject to Landlord’s reasonable prior approval and shall be subject to the other terms and conditions of this Exhibit C; provided that it will be reasonable for Landlord to withhold its approval or consent (as and when applicable under this Exhibit C) if Landlord’s Mortgagee has not consented to the matter that is the subject of such approval or consent. All architectural, engineering and other design fees shall be paid by Tenant. Tenant shall use cause its architect, engineers and other design professionals, all of whom shall comply with any applicable licensing or governmental requirements of the City of Seattle and the State of Washington; Tenant’s architect shall be as approved by Landlord (which approval will not be unreasonably withheld, conditioned or delayed), to convert the Space Plan into final working drawings and specifications (“Tenant’s ArchitectArchitectural Plans”)) consistent with the applicable approved Space Plan(s) (or with (a) any changes that are approved by Landlord, which approval shall not be unreasonably withheld, conditioned or delayeddelayed or (b) any minor changes [such as eliminating or changing the sizes of a few offices] necessitated by commercially reasonable value engineering) and sufficiently detailed to support an application for all building permits required to perform the Tenant Improvement Work. Landlord hereby approves MBH Architects to serve as Tenant’s architect and Xxxxx Xxxx LaSalle to serve as Tenant’s construction manager. Tenant shall also retain engineering consultants or design-build engineers, also approved (which will not be entitled unreasonably withheld, conditioned or delayed) by Landlord to receive a copy prepare all plans and engineering working drawings relating to the structural, mechanical, electrical, plumbing, HVAC and life safety work of the agreement between Tenant Improvement Work (“Mechanical and Tenant’s Architect (Engineering Plans”, and, together with the Architectural Plans, the “Architect AgreementTenant Improvement Plans”). Tenant shall cause Tenant’s Architect to prepare a draft space plan (the “Space Plan”) for submit the Tenant Improvements and shall submit the proposed Space Plan Improvement Plans to Landlord for the latter’s approval (not to be unreasonably withheld) in a time period to allow Tenant to timely complete its Tenant Improvements under this Lease. Landlord shall deliver to Tenant any written objections, questions or comments of Landlord with regard to the Space Plan within ten (10) business days of receipt; Landlord’s consent thereto shall be deemed given if not denied in writing within said ten (10) business day period. If Landlord denies its approval, it shall specify the reasons for doing so in detail. Tenant shall cause the Space Plan to be revised to address such written comments and shall resubmit said Space Plan to Landlord for approval. Such process shall continue until Landlord has approved the Space Plan. Tenant’s Architect shall then prepare working drawings and specifications for the Tenant Improvements, including architectural, structural, plumbing, mechanical, electrical, and fire protection drawings as required, suitable for permit application (the “Working Drawings”) and shall submit the proposed Working Drawings to Landlord for the latter’s approval in a time period to allow Tenant to timely complete its Tenant Improvements under this Lease. The Space Plan and Working Drawings shall be subject to Landlord’s approval, which Landlord agrees shall approval will not be unreasonably withheld, conditioned, conditioned or delayed. Within five business days of Tenant’s submittal to Landlord, Landlord shall not will either approve or disapprove the plans and specifications; provided that any such disapproval must be deemed to have acted unreasonably if it withholds its approval thereof because, in accompanied by Landlord’s reasonable opinion, the work, as described in any such item: (i) is likely to adversely affect Building Systems, the structure written specification of the Building reasons for withholding approval and any changes or the safety of the Building and/or their occupants; (ii) might impair revisions necessary to obtain Landlord’s ability approval, if applicable; and if Landlord fails to furnish services to provide a response in such five business day period, Tenant or other tenants in the Building; (iii) would materially increase the cost of operating the Building; (iv) would violate any governmental laws, rules or ordinances (or interpretations thereof); (v) contains or uses hazardous or toxic materials or substances; (vi) would negatively affect the appearance of the Building; (vii) is reasonably likely to adversely affect another tenant’s premises; or (viii) is prohibited by any ground lease affecting the Building or any mortgage, trust deed or other instrument encumbering the Building. Landlord shall deliver to Tenant any written objections, questions or comments of may provide Landlord with regard a written notice (the “Approval Notice”) stating that Landlord’s failure to respond to the Working Drawings, Tenant Improvement Plans within ten (10) two business days of Landlord’s receipt of the Working Drawings; Landlord’s consent thereto Approval Notice shall be deemed given if not denied in writing within said ten (10) business day period. If Landlord denies its approval, it shall specify the reasons for doing so in detail. Tenant shall cause the Working Drawings to be revised to address such written comments and shall resubmit said Working Drawings to Landlord for approval. Landlord may, when approving the Tenant Improvement Plans, elect to require Tenant to remove any Non-Standard Improvements which are made to the Premises. If Landlord so elects, Tenant shall, at its own cost, restore the Premises to the condition designated by Landlord in its election, before the last day of the Term. Such process shall continue until both parties have approved the Working Drawings. Landlord’s approval of the Space Plan and/or Tenant Improvement Plans. If Landlord fails to provide a response to the Working Drawings Approval Notice within two business days of Landlord’s receipt of the Approval Notice, Landlord shall be deemed to have approved the Tenant Improvement Plans. This procedure shall be repeated until the Tenant Improvement Plans are approved by Landlord, except that the periods of time for Landlord’s review of revised Tenant Improvement Plans and deemed approval following an Approval Notice shall be three business days and one business day, respectively. Approved Tenant Improvement Plans are not a representation by Landlord that they are in compliance with the requirements of governing authorities, and it shall be Tenant’s sole responsibility to meet and comply with all applicable Laws. No changes to the approved Tenant Improvement Plans (other than any changes required by applicable laws) shall be made without the written consent of Landlord, which consent shall not be deemed any representation unreasonably delayed, conditioned or warranty that the same comply with applicable codeswithheld.

Tenant Improvement Plans. Any work proposed by Tenant, at Tenant's sole cost and expense, shall retain an interior architect ("Architect") to prepare plans and outline specifications to be attached as Exhibit "D" ("Tenant Improvement Plans and Specifications") with respect to the construction of the improvements with the Buildings (the “"Tenant Improvements”") necessary for Tenant's use and occupancy thereof. Landlord shall cause Tenant Improvements to be constructed by Devcon Construction ("General Contractor"), in accordance with the Tenant Improvement Plans and Specifications. The Tenant Improvement Plans and Specifications shall be completed for all aspects of the work by April 1, 2001. The Tenant Improvement Plans and Specifications shall include all detail necessary for submittal to the City of Fremont for issuance of building permits and for the construction of the Tenant Improvements, and shall include any information required by the relevant agencies regarding Tenant's use of Hazardous Materials if applicable. The Tenant Improvements shall consist of all items not included within the scope of the Building Shell. All Tenant Improvements shall be subject to Landlord’s reasonable prior approval and shall be subject to the other terms and conditions of this Exhibit C; provided that it will be reasonable for Landlord to withhold its approval or consent (as and when applicable under this Exhibit C) if Landlord’s Mortgagee has not consented to the matter that is the subject of such approval or consent. All architectural, engineering and other design fees shall be paid by Tenant. Tenant shall use its architect, engineers and other design professionals, all of whom shall comply with any applicable licensing or governmental requirements of the City of Seattle and the State of Washington; Tenant’s architect shall be approved by Landlord (“Tenant’s Architect”)'s approval, which approval which shall not be unreasonably withheld, conditioned or delayed. The Tenant Improvement Plans and Specifications shall be prepared in sufficient detail to allow the General Contractor to construct the Tenant Improvements. The Tenant Improvements shall not be removed or altered by Tenant without the prior written consent of Landlord shall also be entitled to receive a copy of the agreement between Tenant and Tenant’s Architect (the “Architect Agreement”)as provided in Section 7. Tenant shall cause have the right to depreciate and claim and collect any investment tax credits in the Tenant Improvements paid for by Tenant’s Architect . Upon expiration of the Lease Term or any earlier termination of the Lease, the Tenant Improvements shall become the property of Landlord and shall remain upon and be surrendered with the Premises, and title thereto shall automatically vest in Landlord without any payment therefor, except as otherwise expressly provided in Section 15 (with respect to prepare insurance proceeds) and Section 16 (with respect to any condemnation award). Landlord shall use its reasonable best efforts to obtain a draft space plan (building permit from the “Space Plan”) City of Fremont for the Tenant Improvements as soon as possible after submittal of the Tenant Improvement Plans and shall submit Specifications, and thereafter to cause the proposed Space Plan General Contractor to Landlord for Substantially Complete the latter’s approval (not to be unreasonably withheld) in a time period to allow Tenant to timely complete its Building, including the Tenant Improvements therein. Each Building shall be deemed "Substantially Complete" (and "Substantial Completion" shall occur) when: (i) Tenant Improvements have both been substantially completed in accordance with the Tenant Improvement Plans and Specifications, as evidenced by the issuance of a certificate of occupancy or a temporary certificate of occupancy or its equivalent by the appropriate governmental authority, (ii) Tenant's Architect has certified that the Tenant Improvements have been completed in accordance with the Tenant Improvement Plans and Specifications, and Landlord's Architect has certified to Tenant that the Building Shell has been completed, and all necessary elements of the Project needed for beneficial occupancy of the Building have been completed, all in accordance with the Building Shell Plans and Specifications; and (iii) the Building systems including, but not limited to, mechanical, electrical and plumbing, are operational to the extent necessary to service the Premises, and Tenant has use of substantially all parking spaces called for under this Lease. Installation of (x) Tenant's data and phone cabling, (y) Tenant's furniture, or (z) the exterior landscaping shall not be required in order to deem a Building Substantially Complete. Landlord shall deliver agrees to provide Tenant any written objections, questions a permit which allows Tenant to occupy the Premises from the City of Fremont (or comments of Landlord with regard to its equivalent) within sixty (60) days following the Space Plan within Commencement Date. Pricing: Within ten (10) business days after completion of receipt; Landlord’s consent thereto shall be deemed given if not denied in writing within said ten (10) business day period. If the Tenant Improvements Plans and Specifications, Landlord denies its approval, it shall specify the reasons for doing so in detail. Tenant shall cause the Space Plan General Contractor to submit to Tenant copies of competitive bids (including a schedule of values for each bid) from at least three (3) subcontractors (at least one of which such subcontractors may be revised specified by Tenant, subject to address such written comments Landlord's reasonable approval) for each aspect of the work in excess of Five Thousand and shall resubmit said Space Plan No/100 Dollars ($5,000.00) related to Landlord for approval. Such process shall continue until Landlord has approved the Space Plan. Tenant’s Architect shall then prepare working drawings and specifications for the Tenant Improvements, including architectural, structural, plumbing, mechanical, electrical, and fire protection drawings as required, suitable for permit application (the “Working Drawings”) and shall submit the proposed Working Drawings to Landlord for the latter’s approval in a time period to allow Tenant to timely complete its Tenant Improvements under this Lease. The Space Plan and Working Drawings foregoing notwithstanding, Tenant shall be have the right to sole-source to designated subcontractors (subject to Landlord’s 's reasonable approval) for specialty rooms. General Contractor shall not do any self-performed work over $10,000.00 without first providing Tenant with 3 bids for comparison purposes. Landlord shall cause the General Contractor to utilize the low bid in each case unless Tenant approves or directs General Contractor's use of another subcontractor, and the cost of the Tenant Improvements shall be based upon construction expenses equal to (i) the bid amounts as approved by Tenant, and (ii) the general contractor fee specified in Section 5.H below ("Tenant Improvement Budget"). Upon Tenant's written approval of the Tenant Improvement Budget, which Landlord agrees approval shall not be unreasonably withheld, conditioned, withheld or delayed. , Landlord and Tenant shall not be deemed to have acted unreasonably if it withholds its approval thereof because, in Landlord’s reasonable opinion, the work, as described in any such item: (i) is likely to adversely affect Building Systems, the structure given their respective approvals of the Building or final Tenant Improvement Plans and Specifications on which the safety cost estimate was made, and Landlord shall cause the General Contractor to proceed with the construction of the Building and/or their occupants; Tenant Improvements in accordance with the terms of Section 5.G below. If Tenant does not specifically approve or disapprove the bids within seven (ii7) might impair Landlord’s ability to furnish services to days, Tenant or other tenants in the Building; (iii) would materially increase the cost of operating the Building; (iv) would violate any governmental laws, rules or ordinances (or interpretations thereof); (v) contains or uses hazardous or toxic materials or substances; (vi) would negatively affect the appearance of the Building; (vii) is reasonably likely to adversely affect another tenant’s premises; or (viii) is prohibited by any ground lease affecting the Building or any mortgage, trust deed or other instrument encumbering the Building. Landlord shall deliver to Tenant any written objections, questions or comments of Landlord with regard to the Working Drawings, within ten (10) business days of Landlord’s receipt of the Working Drawings; Landlord’s consent thereto shall be deemed given if not denied in writing within said ten (10) business day period. If Landlord denies its approval, it shall specify the reasons for doing so in detail. Tenant shall cause the Working Drawings to be revised to address such written comments and shall resubmit said Working Drawings to Landlord for approval. Landlord may, when approving the Tenant Improvement Plans, elect to require Tenant to remove any Non-Standard Improvements which are made to the Premises. If Landlord so elects, Tenant shall, at its own cost, restore the Premises to the condition designated by Landlord in its election, before the last day of the Term. Such process shall continue until both parties have approved the Working Drawings. Landlord’s approval of the Space Plan and/or the Working Drawings shall not be deemed any representation or warranty that the same comply with applicable codesbids.

Tenant Improvement Plans. Any work proposed by Tenant, at Tenant's sole cost and expense, shall retain an interior architect ("Architect") to prepare plans and outline specifications to be attached as Exhibit "C" ("Tenant Improvement Plans and Specifications") with respect to the construction of initial interior improvements to the Premises (the “"Tenant Improvements”"). The Tenant Improvement Plans and Specifications shall be completed for all aspects of the work (either in one package or in phases as provided below) by June 30, 2001 with all detail necessary for submittal to the city, within three (3) days thereafter, for issuance of building permits and for construction, and shall include any information required by the relevant agencies regarding Tenant's use of Hazardous Materials if applicable. The Tenant Improvements shall: (i) be reasonably compatible with (and not damaging to) the structural, mechanical, electrical, plumbing and other systems of the Building, (ii) not materially adversely impact (in Landlord's reasonable judgment) the exterior appearance or operations of the Building, the currently existing interior improvements in the Building, or the appearance or operations of the public areas of the Building and (iii) comply with all any law, statute, ordinance, order, rule, regulation or requirement of any governmental or quasi-governmental authority. All Tenant Improvements shall be subject to Landlord’s 's reasonable prior approval and shall be subject to the other terms and conditions of this Exhibit C; provided that it will be reasonable for Landlord to withhold its approval or consent (as and when applicable under this Exhibit C) if Landlord’s Mortgagee has not consented to the matter that is the subject of such approval or consent. All architectural, engineering and other design fees shall be paid by Tenant. Tenant shall use its architect, engineers and other design professionals, all of whom shall comply with any applicable licensing or governmental requirements of the City of Seattle and the State of Washington; Tenant’s architect shall be approved by Landlord (“Tenant’s Architect”)approval, which approval shall not be unreasonably withheldwithheld or delayed beyond five (5) business days following receipt of Tenant's Plans and Specifications, conditioned provided the above conditions are met. Landlord's failure to approve, or delayedreasonably disapprove, the Tenant Improvement Plans and Specifications (or revised Plans and Specifications) within five (5) business days following Landlord's receipt thereof shall be deemed Landlord's approval. Landlord The Tenant Improvement Plans and Specifications shall also include all detail required by the City of Santa Clara necessary to obtain a Certificate of Occupancy. Construction ox xxx Tenant Improvements shall be entitled performed by a general contractor ("General Contractor") selected by Tenant, subject to receive a copy of the agreement between Tenant and Tenant’s Architect (the “Architect Agreement”)Landlord's reasonable approval. Tenant shall cause Tenant’s Architect not be required to prepare use union labor as a draft space plan (condition of receiving Landlord's approval hereunder. The Tenant Improvement Plans and Specifications shall be prepared in sufficient detail to allow General Contractor to construct the “Space Plan”) Tenant Improvements. The Tenant shall contract directly with General Contractor for construction of the Tenant Improvements and shall submit cause the proposed Space Plan General Contractor to Landlord for construct the latter’s approval (not to be unreasonably withheld) in a time period to allow Tenant to timely complete its Tenant Improvements under this Lease. Landlord shall deliver to in accordance with all Tenant any written objections, questions or comments of Landlord with regard to the Space Plan within ten (10) business days of receipt; Landlord’s consent thereto shall be deemed given if not denied in writing within said ten (10) business day period. If Landlord denies its approval, it shall specify the reasons for doing so in detailImprovement Plans and Specifications. Tenant shall cause the Space Plan have no obligation to be revised to address such written comments and shall resubmit said Space Plan to Landlord for approval. Such process shall continue until Landlord has approved the Space Plan. Tenant’s Architect shall then prepare working drawings and specifications for remove the Tenant Improvements, including architectural, structural, plumbing, mechanical, electrical, and fire protection drawings as required, suitable for permit application (Improvements at the “Working Drawings”) and shall submit expiration or earlier termination of the proposed Working Drawings to Landlord for the latter’s approval in a time period to allow Tenant to timely complete its Tenant Improvements under this Lease. The Space Plan Tenant Improvements (other than Tenant's trade fixtures, equipment and Working Drawings shall furnishings and other personal property of Tenant that can be subject removed without permanent damage to Landlord’s approval, which Landlord agrees the Premises) shall not be unreasonably withheld, conditioned, removed or delayed. Landlord shall not be deemed to have acted unreasonably if it withholds its approval thereof because, in Landlord’s reasonable opinion, altered by Tenant without the work, as described in any such item: (i) is likely to adversely affect Building Systems, the structure of the Building or the safety of the Building and/or their occupants; (ii) might impair Landlord’s ability to furnish services to Tenant or other tenants in the Building; (iii) would materially increase the cost of operating the Building; (iv) would violate any governmental laws, rules or ordinances (or interpretations thereof); (v) contains or uses hazardous or toxic materials or substances; (vi) would negatively affect the appearance of the Building; (vii) is reasonably likely to adversely affect another tenant’s premises; or (viii) is prohibited by any ground lease affecting the Building or any mortgage, trust deed or other instrument encumbering the Building. Landlord shall deliver to Tenant any prior written objections, questions or comments consent of Landlord with regard to the Working Drawings, within ten (10) business days of Landlord’s receipt of the Working Drawings; Landlord’s consent thereto shall be deemed given if not denied as provided in writing within said ten (10) business day period. If Landlord denies its approval, it shall specify the reasons for doing so in detailSection 7. Tenant shall cause have the Working Drawings right to be revised to address such written comments depreciate and shall resubmit said Working Drawings to Landlord for approval. Landlord may, when approving claim and collect any investment tax credits in the Tenant Improvement PlansImprovements during the Lease Term. Upon expiration of the Lease Term or any earlier termination of the Lease, elect to require the Tenant to remove any Non-Standard Improvements which are made (other than Tenant's trade fixtures, equipment and furnishings and other personal property of Tenant that can be removed without permanent damage to the Premises. If ) shall become the property of Landlord so electsand shall remain upon and be surrendered with the Premises, Tenant shall, at its own cost, restore the Premises to the condition designated by and title thereto shall automatically vest in Landlord in its election, before the last day of the Term. Such process shall continue until both parties have approved the Working Drawings. Landlord’s approval of the Space Plan and/or the Working Drawings shall not be deemed without any representation or warranty that the same comply with applicable codespayment therefore.

Tenant Improvement Plans. Any work proposed by Tenant (has met with Landlord's architect and/or space planner for the “Tenant Improvements”) shall be subject to Landlord’s reasonable prior approval and shall be subject to purpose of preparing a space plan for the other terms and conditions of this Exhibit C; provided that it will be reasonable for Landlord to withhold its approval or consent (as and when applicable under this Exhibit C) if Landlord’s Mortgagee has not consented to the matter that is the subject of such approval or consent. All architectural, engineering and other design fees shall be paid by Tenant. Tenant shall use its architect, engineers and other design professionals, all of whom shall comply with any applicable licensing or governmental requirements layout of the City of Seattle and the State of Washington; Tenant’s Premises prior to lease execution. Based upon such space plan, Landlord's architect shall be approved by Landlord (“Tenant’s Architect”), which approval shall not be unreasonably withheld, conditioned or delayed. Landlord shall also be entitled to receive a copy of the agreement between Tenant and Tenant’s Architect (the “Architect Agreement”). Tenant shall cause Tenant’s Architect to prepare a draft space plan (the “Space Plan”) for the Tenant Improvements and shall submit the proposed Space Plan to Landlord for the latter’s approval (not to be unreasonably withheld) in a time period to allow Tenant to timely complete its Tenant Improvements under this Lease. Landlord shall deliver to Tenant any written objections, questions or comments of Landlord with regard to the Space Plan within ten (10) business days of receipt; Landlord’s consent thereto shall be deemed given if not denied in writing within said ten (10) business day period. If Landlord denies its approval, it shall specify the reasons for doing so in detail. Tenant shall cause the Space Plan to be revised to address such written comments and shall resubmit said Space Plan to Landlord for approval. Such process shall continue until Landlord has approved the Space Plan. Tenant’s Architect shall then prepare final working drawings and specifications for the Tenant Improvements, including architectural, structural, plumbing, mechanical, electrical, . Such final working drawings and fire protection drawings specifications may be referred to herein as required, suitable for permit application the "Tenant Improvement Plans" or "Approved Plans". The Tenant Improvements Plans must be consistent with Landlord's standard specifications (the “"Standards") for tenant improvements for the Building, as the same may be changed from time to time by Landlord. Immediately after the execution of the Lease, Landlord shall cause the space planner and Landlord's engineer to prepare detailed construction drawings and specifications (the "Working Drawings”") and shall submit for the proposed Tenant Improvements based strictly upon the Preliminary Plans. Upon delivery of the Working Drawings by Landlord or its representative to Tenant, Tenant shall have five (5) business days in which to given written notice to Landlord of Tenant's acceptance or rejection of the Working Drawings. Unless Landlord receives Tenant's written rejection within said five (5) business day period, the drawings shall be deemed approved by Tenant ("Approved Plans"). Such Approved Plans shall create no responsibility or liability in the Landlord for the latter’s completeness of such plans, their design sufficiency or compliance with applicable statutes, ordinances or regulations. Within a reasonable period after Tenant's approval in or deemed approval of the Approved Plans, Landlord will furnish to Tenant a time period to allow final work cost based upon the Approved Plans ("Final Cost Quotation") and an estimated Tenant to timely complete its Tenant Improvements under this LeaseImprovement Construction Schedule. The final cost quotation shall include without limitation, costs of standard and non-standard work, architectural and engineering fees, governmental agency fees, Landlord's general contractor's overhead and supervision fees, and landlord's administrative fees. If the Final Cost Quotation is not greater than the Tenant Improvement Allowance, Landlord shall authorize construction to commence, subject to the Tenant's payment of the Construction Payment as defined below. Landlord has a pre-approved selected contractor to perform work in the Building. If the Final Cost Quotation is greater than the approved Tenant Improvement Allowance, Tenant shall have two (2) business days in which to give written notice to Landlord's Construction Manager of Tenant's acceptance or rejection of the Final Cost Quotation. If Tenant rejects the Final Cost Quotation, Tenant shall meet with Landlord, the Space Plan Planner and Working Drawings Landlord's contractor within two (2) business days to make revisions. All costs of Tenant initiated changes requiring such revisions including charges for attending the meeting shall be subject included in the cost of Tenant Improvements. Following such revisions, Landlord shall submit to Landlord’s approvalTenant, which as soon as reasonably practicable, a new Final Cost Quotation, and the same procedure will be followed as set forth above until Tenant has approved the Approved Plans and the Final Cost Quotation, Tenant shall forthwith deposit with Landlord agrees shall not be unreasonably withheld, conditioned, or delayedan amount (the "Construction Payment") equal to the difference between the Tenant's Allowance and the approved Final Cost Quotation. Landlord shall not authorize construction to commence until Landlord has received the Construction Payment. Any time consumed in revising the Working Drawings or revising the Final Cost Quotation shall be deemed to have acted unreasonably if it withholds its approval thereof because, in Landlord’s reasonable opinion, considered a Tenant Delay and shall not delay the work, as described in any such item: (i) is likely to adversely affect Building Systems, the structure Commencement Date of the Building or the safety Lease. Landlord, through its agent, will provide construction management and will charge a reasonable supervision fee of five (5%) percent of the Building and/or their occupants; construction costs against the tenant improvements allowance of ________________________________ Dollars (ii$[illegible]) might impair Landlord’s ability to furnish services to and for any change orders initiated by the Tenant or other tenants in after the Building; (iii) would materially increase Tenant has approved the approved plans and the final cost quotation. All supervision of operating the Building; (iv) would violate any governmental laws, rules or ordinances (or interpretations thereof); (v) contains or uses hazardous or toxic materials or substances; (vi) would negatively affect the appearance of the Building; (vii) is reasonably likely to adversely affect another tenant’s premises; or (viii) is prohibited by any ground lease affecting the Building or any mortgage, trust deed or other instrument encumbering the Building. Landlord shall deliver to Tenant any written objections, questions or comments of Landlord with regard to the Working Drawings, within ten (10) business days of Landlord’s receipt of the Working Drawings; Landlord’s consent thereto construction and subcontractors shall be deemed given if not denied in writing within said ten (10) business day period. If Landlord denies its approval, it shall specify performed by the reasons for doing so in detailgeneral contractor. Tenant shall cause the Working Drawings be responsible for any and all change orders required to be revised to address such written comments and shall resubmit said Working Drawings to Landlord for approval. Landlord may, when approving the Tenant Improvement Plans, elect to require Tenant to remove any Non-Standard Improvements which are made to the Premises. If Landlord so elects, Tenant shall, at its own cost, restore the Premises to the condition designated by Landlord in its election, before the last day of the Term. Such process shall continue until both parties have approved the Working Drawings. Landlord’s approval of the Space Plan and/or the Working Drawings shall not be deemed any representation or warranty that the same comply with applicable codesany governmental and/or code requirements.

Tenant Improvement Plans. Any work proposed by Tenant (the “Tenant Improvements”) shall be subject to Landlord’s reasonable prior approval and shall be subject to the other terms and conditions of this Exhibit C; provided that it will be reasonable for Landlord to withhold its approval or consent (as and when applicable under this Exhibit C) if Landlord’s Mortgagee has not consented to the matter that is the subject of such approval or consent. All architectural, engineering and other design fees shall be paid by Tenant. Tenant shall use cause its architect, engineers and other design professionals, all of whom shall comply with any applicable licensing or governmental requirements of the City of Seattle and the State of Washington; Tenant’s architect shall be as approved by Landlord (which approval will not be unreasonably withheld, conditioned or delayed), to convert the Space Plan into final working drawings and specifications (“Tenant’s ArchitectArchitectural Plans”)) consistent with the approved Space Plan (or with (a) any changes that are approved by Landlord, which approval shall not be unreasonably withheld, conditioned or delayeddelayed or (b) any minor changes [such as eliminating or changing the sizes of a few offices] necessitated by commercially reasonable value engineering) and sufficiently detailed to support an application for all building permits required to perform the Tenant Improvements. Landlord hereby approves MBH Architects to serve as Tenant’s architect and Xxxxx Xxxx LaSalle to serve as Tenant’s construction manager. Tenant shall also retain engineering consultants, also approved (which will not be entitled unreasonably withheld, conditioned or delayed) by Landlord to receive a copy prepare all plans and engineering working drawings relating to the structural, mechanical, electrical, plumbing, HVAC and life safety work of the agreement between Tenant Improvements (“Mechanical and Tenant’s Architect (Engineering Plans”, and, together with the Architectural Plans, the “Architect AgreementTenant Improvement Plans”). Tenant shall cause Tenant’s Architect to prepare a draft space plan (the “Space Plan”) for submit the Tenant Improvements and shall submit the proposed Space Plan Improvement Plans to Landlord for the latter’s approval (not to be unreasonably withheld) in a time period to allow Tenant to timely complete its Tenant Improvements under this Lease. Landlord shall deliver to Tenant any written objections, questions or comments of Landlord with regard to the Space Plan within ten (10) business days of receipt; Landlord’s consent thereto shall be deemed given if not denied in writing within said ten (10) business day period. If Landlord denies its approval, it shall specify the reasons for doing so in detail. Tenant shall cause the Space Plan to be revised to address such written comments and shall resubmit said Space Plan to Landlord for approval. Such process shall continue until Landlord has approved the Space Plan. Tenant’s Architect shall then prepare working drawings and specifications for the Tenant Improvements, including architectural, structural, plumbing, mechanical, electrical, and fire protection drawings as required, suitable for permit application (the “Working Drawings”) and shall submit the proposed Working Drawings to Landlord for the latter’s approval in a time period to allow Tenant to timely complete its Tenant Improvements under this Lease. The Space Plan and Working Drawings shall be subject to Landlord’s approval, which Landlord agrees shall approval will not be unreasonably withheld, conditioned, conditioned or delayed. Within five business days of Tenant’s submittal to Landlord, Landlord shall not will either approve or disapprove the plans and specifications; provided that any such disapproval must be deemed to have acted unreasonably if it withholds its approval thereof because, in accompanied by Landlord’s reasonable opinion, the work, as described in any such item: (i) is likely to adversely affect Building Systems, the structure written specification of the Building reasons for withholding approval and any changes or the safety of the Building and/or their occupants; (ii) might impair revisions necessary to obtain Landlord’s ability approval, if applicable; and if Landlord fails to furnish services to provide a response in such five business day period, Tenant or other tenants in the Building; (iii) would materially increase the cost of operating the Building; (iv) would violate any governmental laws, rules or ordinances (or interpretations thereof); (v) contains or uses hazardous or toxic materials or substances; (vi) would negatively affect the appearance of the Building; (vii) is reasonably likely to adversely affect another tenant’s premises; or (viii) is prohibited by any ground lease affecting the Building or any mortgage, trust deed or other instrument encumbering the Building. Landlord shall deliver to Tenant any written objections, questions or comments of may provide Landlord with regard a written notice (the “Approval Notice”) stating that Landlord’s failure to respond to the Working Drawings, Tenant Improvement Plans within ten (10) two business days of Landlord’s receipt of the Working Drawings; Landlord’s consent thereto Approval Notice shall be deemed given if not denied in writing within said ten (10) business day period. If Landlord denies its approval, it shall specify the reasons for doing so in detail. Tenant shall cause the Working Drawings to be revised to address such written comments and shall resubmit said Working Drawings to Landlord for approval. Landlord may, when approving the Tenant Improvement Plans, elect to require Tenant to remove any Non-Standard Improvements which are made to the Premises. If Landlord so elects, Tenant shall, at its own cost, restore the Premises to the condition designated by Landlord in its election, before the last day of the Term. Such process shall continue until both parties have approved the Working Drawings. Landlord’s approval of the Space Plan and/or Tenant Improvement Plans. If Landlord fails to provide a response to the Working Drawings Approval Notice within two business days of Landlord’s receipt of the Approval Notice, Landlord shall be deemed to have approved the Tenant Improvement Plans. This procedure shall be repeated until the Tenant Improvement Plans are approved by Landlord, except that the periods of time for Landlord’s review of revised Tenant Improvement Plans and deemed approval following an Approval Notice shall be three business days and one business day, respectively. Approved Tenant Improvement Plans are not a representation by Landlord that they are in compliance with the requirements of governing authorities, and it shall be Tenant’s sole responsibility to meet and comply with all applicable Laws. No changes to the approved Tenant Improvement Plans (other than any changes required by applicable laws) shall be made without the written consent of Landlord, which consent shall not be deemed any representation unreasonably delayed, conditioned or warranty that the same comply with applicable codeswithheld.

Tenant Improvement Plans. Any work proposed Sublandlord shall provide Subtenant with a tenant improvement allowance for the permitting and construction of the Tenant Improvements and the fees payable to Subtenant's tenant improvement architect, engineers and design professionals in the amount of five hundred thousand dollars ($500,000.00) ("Work Allowance"). Final plans and specifications for the tenant improvements to be installed by Tenant Subtenant in the Sublease Premises (the “"Tenant Improvements”") are described on Exhibit "F" ("Final Tenant Improvement Plans"), which Final Tenant Improvement Plans are acceptable to Sublandlord and Subtenant. Sublandlord agrees that it shall not require Subtenant to remove any of the Tenant Improvements from the Sublease Premises at the end of the Sublease Term, unless Master Landlord has required removal of such Tenant Improvements. Subtenant shall cause the Tenant Improvements to be constructed by Subtenant's contractor in accordance with the Final Tenant Improvement Plans, which may be modified in an immaterial manner. Material changes in the Final Tenant Improvement Plans (i.e. changes costing $100,000 or more in construction costs) shall be subject to Landlord’s reasonable the prior approval and of Sublandlord. Sublandlord shall be subject give its approval, or detailed reasons for disapproval, within twenty (20) days after delivery to the other terms and conditions of this Exhibit C; provided that it will be reasonable for Landlord to withhold its approval or consent (as and when applicable under this Exhibit C) if Landlord’s Mortgagee has not consented to the matter that is the subject of such approval or consent. All architectural, engineering and other design fees shall be paid by Tenant. Tenant shall use its architect, engineers and other design professionals, all of whom shall comply with any applicable licensing or governmental requirements Sublandlord of the City of Seattle and request for same. If Sublandlord fails to respond within the State of Washington; Tenant’s architect shall be approved by Landlord twenty (“Tenant’s Architect”)20) day period, which approval shall not be unreasonably withheld, conditioned or delayed. Landlord shall also be entitled to receive a copy of the agreement between Tenant and Tenant’s Architect (the “Architect Agreement”). Tenant shall cause Tenant’s Architect to prepare a draft space plan (the “Space Plan”) for the Tenant Improvements and shall submit the proposed Space Plan to Landlord for the latter’s approval (not to be unreasonably withheld) in a time period to allow Tenant to timely complete its Tenant Improvements under this Lease. Landlord shall deliver to Tenant any written objections, questions or comments of Landlord with regard to the Space Plan within ten (10) business days of receipt; Landlord’s consent thereto Sublandlord shall be deemed to have given if not denied in writing within said ten (10) business day periodSublandlord's approval. If Landlord denies its approvalSubtenant submits to Sublandlord requests for reimbursement from the Work Allowance accompanied by an invoice from a third party or agency together with any such appropriate lien waivers, it shall specify the reasons for doing so in detail. Tenant shall cause the Space Plan which relates to be revised to address such written comments and shall resubmit said Space Plan to Landlord for approval. Such process shall continue until Landlord has approved the Space Plan. Tenant’s Architect shall then prepare working drawings and specifications for the Tenant Improvements, including architectural, structural, plumbing, mechanical, electrical, and fire protection drawings as required, suitable for permit application within thirty (the “Working Drawings”30) and shall submit the proposed Working Drawings to Landlord for the latter’s approval in a time period to allow Tenant to timely complete its Tenant Improvements under this Lease. The Space Plan and Working Drawings shall be subject to Landlord’s approval, which Landlord agrees shall not be unreasonably withheld, conditioned, or delayed. Landlord shall not be deemed to have acted unreasonably if it withholds its approval thereof because, in Landlord’s reasonable opinion, the work, as described in any such item: (i) is likely to adversely affect Building Systems, the structure of the Building or the safety of the Building and/or their occupants; (ii) might impair Landlord’s ability to furnish services to Tenant or other tenants in the Building; (iii) would materially increase the cost of operating the Building; (iv) would violate any governmental laws, rules or ordinances (or interpretations thereof); (v) contains or uses hazardous or toxic materials or substances; (vi) would negatively affect the appearance of the Building; (vii) is reasonably likely to adversely affect another tenant’s premises; or (viii) is prohibited by any ground lease affecting the Building or any mortgage, trust deed or other instrument encumbering the Building. Landlord shall deliver to Tenant any written objections, questions or comments of Landlord with regard to the Working Drawings, within ten (10) business days of Landlord’s after Sublandlord's receipt of the Working Drawings; Landlord’s consent thereto above items, Sublandlord shall be deemed given if not denied pay Subtenant the amount requested up to the aggregate amount of the Work Allowance but only to the extent that there are sufficient monies in writing within said ten (10) business day period. If Landlord denies its approval, it shall specify the reasons for doing so in detail. Tenant shall cause Work Allowance to cover the Working Drawings to be revised to address such written comments and shall resubmit said Working Drawings to Landlord for approval. Landlord may, when approving costs of constructing the Tenant Improvement Plans, elect to require Tenant to remove any Non-Standard Improvements which are made to Improvements. Any shortfall (the Premises. If Landlord so elects, Tenant shall, at its own cost, restore "Shortfall") between the Premises to $500,000.00 Work Allowance and the condition designated by Landlord in its election, before the last day actual cost of construction of the Term. Such process shall continue until both parties have approved the Working Drawings. Landlord’s approval of the Space Plan and/or the Working Drawings shall not Tenant Improvements will be deemed any representation or warranty that the same comply with applicable codespaid by Subtenant.

Tenant Improvement Plans. Any work proposed by Tenant shall deliver preliminary working drawings and specifications (the “Tenant ImprovementsPreliminary Drawings”) shall be subject to Landlord’s reasonable prior approval and shall be subject to the other terms and conditions of this Exhibit C; provided that it will be reasonable for Landlord to withhold its approval or consent within five (as and when applicable under this Exhibit C5) if Landlord’s Mortgagee has not consented to the matter that is the subject of such approval or consent. All architectural, engineering and other design fees shall be paid by Tenant. Tenant shall use its architect, engineers and other design professionals, all of whom shall comply with any applicable licensing or governmental requirements business days of the City of Seattle and the State of Washington; Tenant’s architect shall be approved by Landlord (“Tenant’s Architect”), which approval shall not be unreasonably withheld, conditioned or delayed. Landlord shall also be entitled to receive a copy date of the agreement between Tenant and Tenant’s Architect (the “Architect Agreement”). Tenant shall cause Tenant’s Architect to prepare a draft space plan (the “Space Plan”) for the Tenant Improvements and shall submit the proposed Space Plan to Landlord for the latter’s approval (not to be unreasonably withheld) in a time period to allow Tenant to timely complete its Tenant Improvements under this Lease. Landlord shall deliver have five (5) days to provide its comments on the Preliminary Drawings. If no Landlord comments are received within said period, the Preliminary Drawings will be deemed the approved Tenant any written objections, questions or Improvement Plans. Within ninety (90) days of receipt of Landlord’s comments of Landlord with regard Tenant shall incorporate Landlord’s comments (to the Space Plan within ten (10extent reasonably possible and practicable) business days of receipt; Landlord’s consent thereto shall be deemed given if not denied in writing within said ten (10) business day period. If Landlord denies its approval, it shall specify the reasons for doing so in detail. Tenant shall cause the Space Plan to be revised to address such written comments and shall resubmit said Space Plan submit to Landlord for approvalfinal working drawings and specifications. Such process shall continue until Landlord has approved the Space Plan. Tenant’s Architect shall then prepare final working drawings and specifications for the Tenant Improvements, including architectural, structural, plumbing, mechanical, electrical, and fire protection drawings as required, suitable for permit application (the “Working Drawings”) and shall submit the proposed Working Drawings to Landlord for the latter’s approval in a time period to allow Tenant to timely complete its Tenant Improvements under this Lease. The Space Plan and Working Drawings shall be subject to Landlord’s approval, which Landlord agrees shall not to be unreasonably withheldwithheld of delayed, conditioned, or delayed. Landlord which shall not be deemed to have acted unreasonably if it withholds its approval thereof because, in Landlord’s reasonable opinion, the work, as described in any such item: (i) is likely to adversely affect Building Systems, the structure of the Building or the safety of the Building and/or their occupants; (ii) might impair Landlord’s ability to furnish services to Tenant or other tenants in the Building; (iii) would materially increase the cost of operating the Building; (iv) would violate any governmental laws, rules or ordinances (or interpretations thereof); (v) contains or uses hazardous or toxic materials or substances; (vi) would negatively affect the appearance of the Building; (vii) is reasonably likely to adversely affect another tenant’s premises; or (viii) is prohibited by any ground lease affecting the Building or any mortgage, trust deed or other instrument encumbering the Building. Landlord shall deliver to Tenant any written objections, questions or comments of Landlord with regard to the Working Drawings, given within ten (10) business days days, and once approved by Landlord they shall be known as the “Tenant Improvement Plans.” The “Tenant Improvement Plans” must be consistent with Landlord’s’ standard specifications (the “Standards”) for tenant improvements for the Building, as the same may be changed from time to time by Landlord. Tenant and Landlord shall confirm the Standards prior to commencement of final working drawings and specifications. Tenant, with Landlord’s receipt of the Working Drawings; Landlord’s consent thereto cooperation, shall be deemed given if not denied in writing within said ten (10) business day period. If Landlord denies its approval, it shall specify the reasons for doing so in detail. Tenant shall cause the Working Drawings changes to be revised to address such written comments and shall resubmit said Working Drawings to Landlord for approval. Landlord may, when approving made in the Tenant Improvement PlansPlans except only as necessary to obtain the building permit. Except as otherwise specifically authorized herein, elect to require Tenant to remove any Non-Standard Improvements which are made no further material changes to the Premises. If Tenant Improvement Plans may be made without the prior written approval from both Landlord so electsand Tenant, Tenant shall, at its own cost, restore the Premises to the condition designated by Landlord in its election, before the last day of the Term. Such process shall continue until both parties have approved the Working Drawings. Landlord’s approval of the Space Plan and/or the Working Drawings which such approvals shall not be deemed any representation or warranty that unreasonably withheld. Upon termination of the same comply with applicable codesLease, Tenant shall deliver to Landlord a full set of construction drawings.

Tenant Improvement Plans. Any work proposed Tenant shall perform its own space planning and design, including the production of construction documents and mechanical, electrical and plumbing plans by engineers selected by Tenant and Tenant shall engage an architect or space planner ("Architect") and perform project management services. Tenant shall deliver to Landlord the construction drawings and specifications including complete sets of detailed architectural, structural, mechanical, electrical and plumbing working drawings (the “"Preliminary Construction Documents") for the Tenant Improvements”, including, without limitation, communications and data cabling, roof-mounted antennae and/or satellite dishes, millwork, cabinetry, woodwork, interior and exterior signage, and customized fixtures, as such documentation is prepared by Tenant's architect, through the schematic, design development and final construction drawings phases of the Preliminary Construction Documents. Landlord acknowledges that Preliminary Construction Documents may be delivered to Landlord in partial packages relating to certain components of the Tenant's improvements to be installed in the Premises (a "Subphase"). The Preliminary Construction Documents shall (i) include architectural drawings and specifications for Tenant's partition layout, reflected ceiling, data, voice and electrical outlets, and finish schedule; and (ii) mechanical plans and specifications where necessary for installation of the air-conditioning ductwork and heating and electrical facilities. The Preliminary Construction Documents shall be subject to Landlord’s reasonable prior 's approval, which shall not be unreasonably withheld, provided, however, that Landlord's approval and rights as to the Preliminary Construction Documents shall be subject limited to a review of the Preliminary Construction Documents to confirm that: (i) the Initial Improvements are reasonably compatible with (and not damaging to) the structural, mechanical, electrical, plumbing and other terms systems of the Building, (ii) the Initial Improvements do not materially adversely impact (in Landlord's reasonable judgment) either the exterior appearance or operations of the Building or the appearance or operations of the public areas of the Building and conditions (iii) the Tenant Improvements comply with all any law, statute, ordinance, order, rule, regulation or requirement of this Exhibit C; provided that it will be reasonable any governmental or quasi-governmental authority. Within five (5) Business Days after delivery of a complete set of the Preliminary Construction Documents for any Subphase to Landlord, Landlord to withhold its approval shall either approve such Preliminary Construction Documents or consent (as and when applicable under this Exhibit Cnotify Tenant of the specific item(s) if Landlord’s Mortgagee has not consented to the matter that is the subject of such approval or consentPreliminary Construction Documents of which Landlord disapproves and a detailed description of the reason(s) for such disapproval. All architecturalIf Landlord disapproves any of the Preliminary Construction Documents for any Subphase, engineering and other design fees shall be paid by Tenant. within five (5) Business Days after receipt of Landlord's disapproval notice, Tenant shall use its architect, engineers revise and other design professionals, all of whom shall comply with any applicable licensing or governmental requirements of the City of Seattle and the State of Washington; Tenant’s architect shall be approved by resubmit same to Landlord (“Tenant’s Architect”)for approval, which approval shall not be unreasonably withheld, conditioned or delayed. Landlord shall also be entitled to receive a copy of the agreement between Tenant and Tenant’s Architect withheld (the “Architect Agreement”"Revised Construction Documents"). Tenant shall cause Tenant’s Architect to prepare a draft space plan (the “Space Plan”) for the Tenant Improvements and shall submit the proposed Space Plan to If Landlord for the latter’s approval (does not to be unreasonably withheld) in a time period to allow Tenant to timely complete its Tenant Improvements under this Lease. Landlord shall deliver to Tenant any written objections, questions or comments of Landlord with regard respond to the Space Plan Preliminary Construction Documents or the Revised Construction Documents within ten five (105) business days Business Days after receipt of receipt; Landlord’s consent thereto same, such drawings shall be deemed given if not denied in writing within said ten (10) business day periodapproved as most recently submitted. If Landlord denies its approval, it shall specify the reasons for doing so in detail. Tenant shall cause the Space Plan to be revised to address such written comments and shall resubmit said Space Plan to Landlord for approval. Such The above process shall continue be repeated until such time as Landlord has approved the Space Plan. Tenant’s Architect shall then prepare working drawings and specifications for the Tenant Improvements, including architectural, structural, plumbing, mechanical, electrical, and fire protection drawings as required, suitable for permit application (the “Working Drawings”) and shall submit the proposed Working Drawings to Landlord for the latter’s approval in a time period to allow Tenant to timely complete its Tenant Improvements under this Lease. The Space Plan and Working Drawings shall be subject to Landlord’s approval, which Landlord agrees shall not be unreasonably withheld, conditioned, or delayed. Landlord shall not be is deemed to have acted unreasonably if it withholds its approval thereof because, in Landlord’s reasonable opinion, the work, as described in any such item: (i) is likely to adversely affect Building Systems, the structure of the Building or the safety of the Building and/or their occupants; (ii) might impair Landlord’s ability to furnish services to Tenant or other tenants in the Building; (iii) would materially increase the cost of operating the Building; (iv) would violate any governmental laws, rules or ordinances (or interpretations thereof); (v) contains or uses hazardous or toxic materials or substances; (vi) would negatively affect the appearance of the Building; (vii) is reasonably likely to adversely affect another tenant’s premises; or (viii) is prohibited by any ground lease affecting the Building or any mortgage, trust deed or other instrument encumbering the Building. Landlord shall deliver to Tenant any written objections, questions or comments of Landlord with regard to the Working Drawings, within ten (10) business days of Landlord’s receipt of the Working Drawings; Landlord’s consent thereto shall be deemed given if not denied in writing within said ten (10) business day period. If Landlord denies its approval, it shall specify the reasons for doing so in detail. Tenant shall cause the Working Drawings to be revised to address such written comments and shall resubmit said Working Drawings to Landlord for approval. Landlord may, when approving the Tenant Improvement Plans, elect to require Tenant to remove any Non-Standard Improvements which are made to the Premises. If Landlord so elects, Tenant shall, at its own cost, restore the Premises to the condition designated by Landlord in its election, before the last day of the Term. Such process shall continue until both parties have approved the Working DrawingsRevised Construction Documents. Landlord’s Both parties agree to use their best efforts to conclude final preparation and approval of the Space Plan and/or the Working Drawings shall not be deemed any representation or warranty that the same comply with applicable codes.Revised Construction Documents within thirty

Tenant Improvement Plans. Any work proposed by Tenant (the “Tenant Improvements”) shall be subject to Landlord’s reasonable prior approval and shall be subject to the other terms and conditions of this Exhibit C; provided that it will be reasonable for Landlord to withhold its approval or consent (as and when applicable under this Exhibit C) if Landlord’s Mortgagee has not consented to the matter that is the subject of such approval or consent. All architectural, engineering and other design fees shall be paid by Tenant. Tenant shall use cause its architect, engineers and other design professionals, all of whom shall comply with any applicable licensing or governmental requirements of the City of Seattle and the State of Washington; Tenant’s architect shall be as approved by Landlord (which approval will not be unreasonably withheld, conditioned or delayed), to convert the Space Plan into final working drawings and specifications (“Tenant’s ArchitectArchitectural Plans”)) consistent with the approved Space Plan (or with (a) any changes that are approved by Landlord, which approval shall not be unreasonably withheld, conditioned or delayeddelayed or (b) any minor changes [such as eliminating or changing the sizes of a few offices] necessitated by commercially reasonable value engineering) and sufficiently detailed to support an application for all building permits required to perform the Tenant Improvements. Landlord hereby approves MBH Architects to serve as Tenant’s architect and Xxxxx Lang LaSalle to serve as Tenant’s construction manager. Tenant shall also retain engineering consultants, also approved (which will not be entitled unreasonably withheld, conditioned or delayed) by Landlord to receive a copy prepare all plans and engineering working drawings relating to the structural, mechanical, electrical, plumbing, HVAC and life safety work of the agreement between Tenant Improvements (“Mechanical and Tenant’s Architect (Engineering Plans”, and, together with the Architectural Plans, the “Architect AgreementTenant Improvement Plans”). Tenant shall cause Tenant’s Architect to prepare a draft space plan (the “Space Plan”) for submit the Tenant Improvements and shall submit the proposed Space Plan Improvement Plans to Landlord for the latter’s approval (not to be unreasonably withheld) in a time period to allow Tenant to timely complete its Tenant Improvements under this Lease. Landlord shall deliver to Tenant any written objections, questions or comments of Landlord with regard to the Space Plan within ten (10) business days of receipt; Landlord’s consent thereto shall be deemed given if not denied in writing within said ten (10) business day period. If Landlord denies its approval, it shall specify the reasons for doing so in detail. Tenant shall cause the Space Plan to be revised to address such written comments and shall resubmit said Space Plan to Landlord for approval. Such process shall continue until Landlord has approved the Space Plan. Tenant’s Architect shall then prepare working drawings and specifications for the Tenant Improvements, including architectural, structural, plumbing, mechanical, electrical, and fire protection drawings as required, suitable for permit application (the “Working Drawings”) and shall submit the proposed Working Drawings to Landlord for the latter’s approval in a time period to allow Tenant to timely complete its Tenant Improvements under this Lease. The Space Plan and Working Drawings shall be subject to Landlord’s approval, which Landlord agrees shall approval will not be unreasonably withheld, conditioned, conditioned or delayed. Within five business days of Tenant’s submittal to Landlord, Landlord shall not will either approve or disapprove the plans and specifications; provided that any such disapproval must be deemed to have acted unreasonably if it withholds its approval thereof because, in accompanied by Landlord’s reasonable opinion, the work, as described in any such item: (i) is likely to adversely affect Building Systems, the structure written specification of the Building reasons for withholding approval and any changes or the safety of the Building and/or their occupants; (ii) might impair revisions necessary to obtain Landlord’s ability approval, if applicable; and if Landlord fails to furnish services to provide a response in such five business day period, Tenant or other tenants in the Building; (iii) would materially increase the cost of operating the Building; (iv) would violate any governmental laws, rules or ordinances (or interpretations thereof); (v) contains or uses hazardous or toxic materials or substances; (vi) would negatively affect the appearance of the Building; (vii) is reasonably likely to adversely affect another tenant’s premises; or (viii) is prohibited by any ground lease affecting the Building or any mortgage, trust deed or other instrument encumbering the Building. Landlord shall deliver to Tenant any written objections, questions or comments of may provide Landlord with regard a written notice (the “Approval Notice”) stating that Landlord’s failure to respond to the Working Drawings, Tenant Improvement Plans within ten (10) two business days of Landlord’s receipt of the Working Drawings; Landlord’s consent thereto Approval Notice shall be deemed given if not denied in writing within said ten (10) business day period. If Landlord denies its approval, it shall specify the reasons for doing so in detail. Tenant shall cause the Working Drawings to be revised to address such written comments and shall resubmit said Working Drawings to Landlord for approval. Landlord may, when approving the Tenant Improvement Plans, elect to require Tenant to remove any Non-Standard Improvements which are made to the Premises. If Landlord so elects, Tenant shall, at its own cost, restore the Premises to the condition designated by Landlord in its election, before the last day of the Term. Such process shall continue until both parties have approved the Working Drawings. Landlord’s approval of the Space Plan and/or Tenant Improvement Plans. If Landlord fails to provide a response to the Working Drawings Approval Notice within two business days of Landlord’s receipt of the Approval Notice, Landlord shall be deemed to have approved the Tenant Improvement Plans. This procedure shall be repeated until the Tenant Improvement Plans are approved by Landlord, except that the periods of time for Landlord’s review of revised Tenant Improvement Plans and deemed approval following an Approval Notice shall be three business days and one business day, respectively. Approved Tenant Improvement Plans are not a representation by Landlord that they are in compliance with the requirements of governing authorities, and it shall be Tenant’s sole responsibility to meet and comply with all applicable Laws. No changes to the approved Tenant Improvement Plans (other than any changes required by applicable laws) shall be made without the written consent of Landlord, which consent shall not be deemed any representation unreasonably delayed, conditioned or warranty that the same comply with applicable codeswithheld.