Common use of Tenant Improvement Work Clause in Contracts

Tenant Improvement Work. (1) Tenant shall submit to Landlord for ----------------------- Landlord's approval a space plan for the build-out of the Premises ("Tenant's -------- Space Plans"), by the respective date(s) for each phase shown on the ----------- construction schedule set forth in Exhibit E-1 hereto, prepared by Tenant's ----------- architect showing the interior layout of the Premises and its integration with Building systems, core areas and the building shell improvements in sufficient detail to permit Landlord a reasonable opportunity to review and provide preliminary approval or comments regarding Tenant's proposed interior design. Landlord shall review and approve or disapprove of Tenant's Space Plans as to the First Phase Premises and Second Phase Premises by the date set forth on the attached construction schedule set forth in Exhibit E-1 hereto, which approval ----------- shall not be unreasonably withheld, conditioned or delayed, except or to the extent such plans affect the structure of the Building or the Building's systems, in which case, Landlord may withhold such approval in its sole discretion. Landlord shall endeavor to adhere to a similar construction schedule, review periods and level of cooperation with Tenant as to the planning, approving and completion of the Third Phase Premises thereafter. If Landlord disapproves, either in whole or in part, of Tenant's Space Plans, Landlord shall provide to Tenant with reasonable specificity Landlord's reasons for its disapproval, which shall be commercially reasonable to the extent required in the preceding sentence. Tenant shall promptly correct or otherwise address all disapproved items identified by Landlord. The work shown in Tenant's Space Plans shall be deemed "Tenant Improvement Work." (2) Landlord ----------------------- and Tenant hereby covenant and agree that Rent pursuant to the Lease shall commence for each phase of construction upon substantial completion of all Tenant Improvement Work ("Substantial Completion") as defined pursuant to ---------------------- Section (L) below so that Tenant could obtain its Certificate of Occupancy and occupy each phase of the Premises then intended for occupancy. For every day after March 1, 2000 that such First Phase Premises are not Substantially Complete, absent any delay on the part of the Tenant or any occurrence of Force Majeure, Landlord shall pay to Tenant as a fixed and agreed upon sum and not as a penalty, an amount equal to one (1) day's rent for the First Phase Premises for each day after March 1, 2000 that the Tenant is unable to occupy the First Phase Premises because the same is not Substantially Complete. Notwithstanding the foregoing, there shall be no Force Majeure condition excusing Landlord from its obligation to pay the damages specified herein if Landlord is delayed due to its inability to procure sufficient labor, either for its general contractor, its subcontractors, its Construction Manager, or any other entity, required to complete the First Phase or the Second Phase. Landlord shall pay to Tenant such amounts in immediately available U.S. funds monthly at the end of each month unless and until the First Phase Premises are Substantially Complete.

Tenant Improvement Work. (1) Subject to Paragraph 4 below and to the attached Exhibit B and further subject to compliance by Landlord with its repair and maintenance obligations in the Lease, Tenant shall submit to Landlord for ----------------------- Landlord's approval a space plan accepts the Must-Take CB Space for the buildTerm in its “AS-out IS” condition. Tenant acknowledges that (a) no representations, express or implied, regarding the condition of the Must- Take CB Space have been made by Landlord to Tenant; all implied warranties with respect to the Must-Take CB Space, including but not limited to those of merchantability and fitness for a particular purpose, are expressly negated and waived, and (b) Landlord shall not be required to perform any demolition work or tenant finish work in the Premises ("Tenant's -------- Space Plans")or to provide any allowances therefor, by the respective date(s) for each phase shown on the ----------- construction schedule except as expressly set forth in Paragraph 4 below and in the attached Exhibit E-1 hereto, prepared by Tenant's ----------- architect showing B. Tenant shall be responsible for performance of any Tenant required improvement work to the interior layout Must-Take CB Space on the terms of the Premises and its integration attached Exhibit B. Tenant shall be allowed early entry into the Must-Take CB Space for the performance of the TI Work (as defined in Exhibit B) provided that such early entry shall not interfere with Building systemsor delay the progress of Landlord’s Work (as defined in Paragraph 4 below). If Substantial Completion (as defined in Exhibit B) of the TI Work occurs prior to August 1, core areas and the building shell improvements in sufficient detail 2010, then provided that Tenant has given to permit Landlord a reasonable opportunity to review and provide preliminary approval or comments regarding Tenant's proposed interior design. Landlord shall review and approve or disapprove copy of Tenant's ’s certificate of occupancy for Suite 160 (to include the Must-Take CB Space), Tenant shall be allowed early entry, use and occupancy of the Must-Take CB Space Plans as for the commencement of business therefrom subject to all the First Phase Premises and Second Phase Premises provisions of the Lease including the insurance requirements in Article 11 of the Lease, but excluding liability to pay rent during such early entry period, other than payment by Tenant of utility costs including electric costs associated with the date set forth on the attached construction schedule set forth in Exhibit E-1 hereto, which approval ----------- Must-Take CB Space). Said early possession shall not be unreasonably withheldadvance the scheduled Lease Term expiration date of October 31, conditioned or delayed, except or to the extent such plans affect the structure of the Building or the Building's systems, in which case, Landlord may withhold such approval in its sole discretion. Landlord shall endeavor to adhere to a similar construction schedule, review periods and level of cooperation with Tenant as to the planning, approving and completion of the Third Phase Premises thereafter. If Landlord disapproves, either in whole or in part, of Tenant's Space Plans, Landlord shall provide to Tenant with reasonable specificity Landlord's reasons for its disapproval, which shall be commercially reasonable to the extent required in the preceding sentence. Tenant shall promptly correct or otherwise address all disapproved items identified by Landlord. The work shown in Tenant's Space Plans shall be deemed "Tenant Improvement Work2013." (2) Landlord ----------------------- and Tenant hereby covenant and agree that Rent pursuant to the Lease shall commence for each phase of construction upon substantial completion of all Tenant Improvement Work ("Substantial Completion") as defined pursuant to ---------------------- Section (L) below so that Tenant could obtain its Certificate of Occupancy and occupy each phase of the Premises then intended for occupancy. For every day after March 1, 2000 that such First Phase Premises are not Substantially Complete, absent any delay on the part of the Tenant or any occurrence of Force Majeure, Landlord shall pay to Tenant as a fixed and agreed upon sum and not as a penalty, an amount equal to one (1) day's rent for the First Phase Premises for each day after March 1, 2000 that the Tenant is unable to occupy the First Phase Premises because the same is not Substantially Complete. Notwithstanding the foregoing, there shall be no Force Majeure condition excusing Landlord from its obligation to pay the damages specified herein if Landlord is delayed due to its inability to procure sufficient labor, either for its general contractor, its subcontractors, its Construction Manager, or any other entity, required to complete the First Phase or the Second Phase. Landlord shall pay to Tenant such amounts in immediately available U.S. funds monthly at the end of each month unless and until the First Phase Premises are Substantially Complete.

Tenant Improvement Work. (1) Tenant shall submit has retained and will continue to Landlord retain M&F and AHA for ----------------------- Landlord's approval a space plan design, architectural and MEPFP services for the build-out of the Premises ("Tenant's -------- Space Plans"), by the respective date(s) for each phase shown on the ----------- construction schedule set forth in Exhibit E-1 hereto, prepared by Tenant's ----------- architect showing the interior layout of the Premises and its integration with Building systems, core areas and the building shell improvements in sufficient detail to permit Landlord a reasonable opportunity to review and provide preliminary approval or comments regarding Tenant's proposed interior designTenant Improvement Work. Landlord has retained and will continue to retain M&F and AHA for design, architectural and MEPFP services for Base Building Work. If either Landlord or Tenant wishes to change such service providers, they shall review and approve or disapprove of Tenant's Space Plans as to the First Phase Premises and Second Phase Premises do so only by the date set forth on the attached construction schedule set forth in Exhibit E-1 heretomutual agreement which each party agrees, which approval ----------- for good cause, shall not be unreasonably withheld, conditioned or delayed, except or . Tenant is currently having the Construction Documents for the interior finish and other tenant improvements to the extent such plans affect Retained Premises prepared in accordance with: (i) the structure Space Plan (as defined above in this Exhibit C-1); and (ii) information provided to the architect, M&F, or engineer, AHA. Tenant agrees to design the laboratory portions of the Building or the Building's systemsRetained Premises, in which case, Landlord may withhold such approval in its sole discretion. Landlord shall endeavor to adhere to a similar construction schedule, review periods and level of cooperation with Tenant as to the planning, approving and completion exclusive of the Third Phase animal research facility, office and other non-laboratory portions of the Retained Premises thereafterand except as otherwise consented to by Landlord, such that the laboratory areas will be generally re-usable by other laboratory users. If Tenant shall prepare or cause the final Construction Documents to be prepared by M&F and AHA and will submit the same to Landlord disapprovesfor Landlord’s review and approval no later than ninety (90) days after the date of this Amendment, either subject to delays due to Force Majeure. As soon as practicable after receipt of the proposed Construction Documents but in whole or in part, of Tenant's Space Plansno event more than five (5) business days after receipt thereof, Landlord shall provide return the proposed Construction Documents to Tenant with reasonable specificity Landlord's reasons for its disapproval’s suggested modifications and/or approval noted thereon. If, upon receipt of the Landlord’s suggested modifications to the Construction Documents, if any, Tenant wishes to take exception to Landlord’s modifications, Tenant may do so within five (5) business days after the date upon which Tenant receives Landlord’s modifications to the Construction Documents. Landlord and Tenant shall negotiate in good faith to promptly resolve any disagreements and make modifications to the Construction Documents which are acceptable to Landlord and Tenant. The parties shall attempt to reach agreement as soon as possible, and in all events within ten (10) business days after the date upon which Tenant receives Landlord’s proposed modifications to the Construction Documents. Upon resolution of any issues, Tenant shall revise the Construction Documents to reflect the applicable changes, and the same shall be commercially resubmitted to Landlord for final approval within seven (7) business days after resolution of any issues and Landlord shall grant its approval or disapproval thereto, and/or state any further objections or proposed modifications, within three (3) business days after receipt thereof. After the first submission and resubmission, Landlord and Tenant agree to restrict further objections or disputes only to matters which have been previously raised but not previously been agreed upon or accepted by the other party. The parties shall, in all events, act with due diligence and in good faith and use all reasonable efforts to reach agreement as soon as possible, and in all events within twenty (20) business days after the date upon which Tenant first receives the applicable modifications from Landlord which are in issue. The process of submissions and resubmissions shall continue thereafter until final agreement is reached, and in such process, the parties shall thereafter adhere to the extent three (3) business day response time required after the second resubmission. Each party agrees that its failure to respond to a submission or resubmission within the above-referenced time frames shall constitute such party’s acceptance of the submission or resubmission in question. Upon Landlord and Tenant’s final approval of the preceding sentence. Tenant Construction Documents, the same shall promptly correct or otherwise address all disapproved items identified by Landlord. constitute the “Construction Documents.” The work shown in Tenant's Space Plans on the Construction Documents shall be deemed "the “Tenant Improvement Work." (2) ” unless otherwise noted thereon. At the times set forth for obtaining varying phases of building permits in the Phasing Schedule and following final approval of the Construction Documents, Landlord ----------------------- and Tenant hereby covenant and agree that Rent pursuant agrees to have the GMP Contractor apply to the Lease shall commence Town of Xxxxxxx Building Department for each phase a building permit for the construction of construction upon substantial completion of all the Tenant Improvement Work ("Substantial Completion") as defined pursuant and upon issuance thereof, to ---------------------- Section (L) below so that cause, subject to Tenant’s payment for the portions thereof for which Tenant could obtain its Certificate of Occupancy and occupy each phase of the Premises then intended for occupancy. For every day after March 1is responsible, 2000 that such First Phase Premises are not Substantially Complete, absent any delay on the part of the Tenant Improvement Work to be completed, installed or any occurrence performed, as the case may be, in accordance therewith, subject only to minor variations and/or variations necessitated by the unavailability of Force Majeurespecified materials and equipment in accordance with the Construction Documents. Except as above provided, Landlord shall pay to Tenant as a fixed and agreed upon sum and not as a penalty, an amount equal to one (1) day's rent for no deviation from the First Phase Premises for each day after March 1, 2000 that the Tenant is unable to occupy the First Phase Premises because the same is not Substantially Complete. Notwithstanding the foregoing, there Construction Documents shall be no Force Majeure condition excusing Landlord from its obligation to pay made by either party except by written Change Order approved by the damages specified herein if Landlord is delayed due to its inability to procure sufficient laborother party, either for its general contractorwhich approval shall not be unreasonably withheld, its subcontractors, its Construction Manager, conditioned or any other entity, required to complete the First Phase or the Second Phase. Landlord shall pay to Tenant such amounts in immediately available U.S. funds monthly at the end of each month unless and until the First Phase Premises are Substantially Completedelayed.

Tenant Improvement Work. (1a) Concurrently with the execution and delivery of this Agreement, Lessor shall provide Lessee with a tenant improvement allowance of One Hundred Three Thousand One Hundred Twenty Dollars ($103,120) ($5.00 per rentable square foot) (the “Tenant Improvement Allowance”) to defray a portion of the cost of the improvements to the Premises which shall submit be mutually approved in writing by Lessor and Lessee (“Tenant Improvement Work”). The entire cost of the Tenant Improvement Work in excess of the Tenant Improvement Allowance, if any, shall be paid by Lessee. The cost of obtaining approval by of the City of Menlo Park of a merger of the Building #5 Land (1330 O’Brien Drive) and the Building #6 Land (1360 O’Brien Drive) to Landlord for ----------------------- Landlord's be occupied by Lessee pursuant to the new Lease dated March 26, 2003 between Lessor and Lessee, and the cost of connecting Building #6 and Building #5 pursuant to plans approved by Lessor and Lessee shall be included in the cost of the Tenant Improvement Work. Subject to Lessor’s prior written approval a space plan of the plans and specifications for the build-out of Tenant Improvement Work for both Building #6 and Building #5, Lessee may combine the Tenant Improvement Allowance for the Premises ("Tenant's -------- Space Plans"), by the respective date(sBuilding #6) for each phase shown on the ----------- construction schedule set forth in Exhibit E-1 hereto, prepared by Tenant's ----------- architect showing the interior layout of the Premises and its integration with Building systems, core areas and the building shell improvements Tenant Improvement Allowance for 1330 O’Brien Drive (Building #5) and apply the combined Tenant Improvement Allowance to either Building #6 or Building #5 in sufficient detail to permit Landlord a reasonable opportunity to review and provide preliminary approval or comments regarding Tenant's proposed interior design. Landlord shall review and approve or disapprove of Tenant's Space Plans as to the First Phase Premises and Second Phase Premises by the date set forth on the attached construction schedule set forth in Exhibit E-1 heretoits entirety, which approval ----------- provided that Lessor shall not be unreasonably withheld, conditioned or delayed, except or obligated to approve the extent plans and specifications for any of such plans affect the structure of the Building or the Building's systems, in which case, Landlord may withhold such approval in its sole discretion. Landlord shall endeavor to adhere to a similar construction schedule, review periods and level of cooperation with Tenant as to the planning, approving and completion of the Third Phase Premises thereafter. If Landlord disapproves, either in whole or in part, of Tenant's Space Plans, Landlord shall provide to Tenant with reasonable specificity Landlord's reasons for its disapproval, which shall be commercially reasonable to the extent required in the preceding sentence. Tenant shall promptly correct or otherwise address all disapproved items identified by Landlord. The work shown in Tenant's Space Plans shall be deemed "Tenant Improvement Work." (2) Landlord ----------------------- and Tenant hereby covenant and agree that Rent pursuant to the Lease shall commence for each phase of construction upon substantial completion of all Tenant Improvement Work ("Substantial Completion") as defined pursuant to ---------------------- Section (L) below so that Tenant could obtain its Certificate of Occupancy if, in Lessor’s judgment, such plans and occupy each phase of the Premises then intended for occupancy. For every day after March 1, 2000 that such First Phase Premises are not Substantially Complete, absent any delay on the part of the Tenant or any occurrence of Force Majeure, Landlord shall pay to Tenant as a fixed and agreed upon sum and not as a penalty, an amount equal to one (1) day's rent specifications provide for the First Phase Premises for each day after March 1, 2000 performance of any of such Tenant Improvement Work in a manner that could adversely affect the Tenant is unable leasing of either Building #6 or Building #5 to occupy the First Phase Premises because the same is not Substantially Complete. Notwithstanding the foregoing, there shall be no Force Majeure condition excusing Landlord from its obligation to pay the damages specified herein if Landlord is delayed due to its inability to procure sufficient labor, either for its general contractor, its subcontractors, its Construction Manager, or any other entity, required to complete the First Phase or the Second Phase. Landlord shall pay to Tenant such amounts in immediately available U.S. funds monthly at the end of each month unless and until the First Phase Premises are Substantially Completea future tenant.

Tenant Improvement Work. (1) Following the Commencement Date, Tenant shall submit commence to Landlord for ----------------------- Landlordinstall Tenant's approval a space plan for the build-out of Equipment and other improvements on the Premises ("Tenant's -------- Space Plans"), by in accordance with the respective date(s) for each phase shown on the ----------- construction schedule set forth in Exhibit E-1 heretoplans and specifications dated , prepared by , Tenant's ----------- architect showing or engineer which have been approved by Authority (such work is called the interior layout of the Premises and its integration with Building systems, core areas and the building shell improvements in sufficient detail to permit Landlord a reasonable opportunity to review and provide preliminary approval or comments regarding Tenant's proposed interior design. Landlord shall review and approve or disapprove of Tenant's Space Plans as to the First Phase Premises and Second Phase Premises by the date set forth on the attached construction schedule set forth in Exhibit E-1 hereto, which approval ----------- shall not be unreasonably withheld, conditioned or delayed, except or to the extent such plans affect the structure of the Building or the Building's systems, in which case, Landlord may withhold such approval in its sole discretion. Landlord shall endeavor to adhere to a similar construction schedule, review periods and level of cooperation with Tenant as to the planning, approving and completion of the Third Phase Premises thereafter. If Landlord disapproves, either in whole or in part, of Tenant's Space Plans, Landlord shall provide to Tenant with reasonable specificity Landlord's reasons for its disapproval, which shall be commercially reasonable to the extent required in the preceding sentence. Tenant shall promptly correct or otherwise address all disapproved items identified by Landlord. The work shown in Tenant's Space Plans shall be deemed "Tenant Improvement Work." (2) Landlord ----------------------- or "Tenant Improvements" and Tenant hereby covenant such plans and agree that Rent pursuant specifications are called the "Approved Plans"). A copy of the Approved Plans is attached hereto as Exhibit C. The Approved Plans may be altered, subject to the Lease prior written and reasonable approval of Authority, if required in order for Tenant to obtain any permits or approvals necessary for construction of the Tenant Improvements. Tenant shall commence be responsible, at its cost, for each phase of construction upon substantial completion of all performing the Tenant Improvement Work in accordance with the Approved Plans and otherwise in compliance with the standards contained in Section 8.1 ("Substantial Completion"Tenant's Alterations). Tenant shall further be responsible, at its cost, for obtaining all permits and licenses required in connection with the Tenant Improvements and satisfy any conditions or mitigation measures approved in connection therewith. No Tenant Improvement Work shall commence until Tenant has first obtained all necessary permits and approvals for Tenant to be legally entitled to construct the Tenant Improvements and has provided a copy of those permits and approvals to SFMTA. Tenant shall not: (i) as defined pursuant alter, replace, modify, or add to ---------------------- Section any of Tenant’s Equipment, or (Lii) below so make a request to City’s Planning Department for any zoning, design and environmental approvals needed from City, in its regulatory capacity, for such proposed modifications (“Planning Department Approvals”), without Authority’s prior written consent, which may be withheld or conditioned in Authority’s sole discretion. Tenant acknowledges that Tenant could obtain its Certificate Authority’s approval of Occupancy and occupy each phase of the Premises then intended for occupancy. For every day after March 1, 2000 that such First Phase Premises are not Substantially Complete, absent any delay on the part proposed modification of the Tenant Equipment requested by Tenant pursuant to this Lease may be conditioned on, among other requirements, changes to improve the design or reduce the impact of the proposed modifications to the surrounding environment, and shall be conditioned on written evidence that City’s Planning Department has granted the Planning Department Approvals for such proposed modification. If Tenant wishes to make any exchange or replacement of Tenant’s Equipment within the Premises that requires Authority’s written consent, Authority shall have the right to condition its approval of such requested exchange or replacement on and increase in the Base Rent, in accordance with the Equipment Schedule attached hereto as Exhibit E and incorporated herein by this reference. Tenant acknowledges that Authority shall have the sole discretion in deciding whether to approve any proposed addition to the Tenant’s Equipment within the Premises or any occurrence proposed exchange or replacement of Force Majeurethe Tenant’s Equipment that would result in any expansion of the Premises, Landlord shall pay including the right to Tenant as a fixed and agreed upon sum and not as a penalty, condition such approval on an amount equal to one (1) day's rent for the First Phase Premises for each day after March 1, 2000 that the Tenant is unable to occupy the First Phase Premises because the same is not Substantially Completeincrease in Base Rent. Notwithstanding the foregoing, there shall Tenant may perform any maintenance, repairs, like-for-like exchanges or similar replacements of Tenant’s Equipment and may make modifications within the interior of any of Tenant’s Equipment without prior approval of Authority so long as the like-for-like exchanges or similar replacements of Tenant’s Equipment do not pose any greater danger to the Building than the Tenant’s Equipment to be no Force Majeure condition excusing Landlord from its obligation to pay the damages specified herein if Landlord is delayed due to its inability to procure sufficient laborso exchanged or replaced, either will comply with Section 12.3 (Floor Load), and Tenant obtains all regulatory approvals required for its general contractorsuch exchanges, its subcontractors, its Construction Managerreplacement, or any other entity, required to complete the First Phase or the Second Phase. Landlord shall pay to Tenant such amounts in immediately available U.S. funds monthly at the end of each month unless and until the First Phase Premises are Substantially Completemodifications.

Tenant Improvement Work. (1) Following the Commencement Date, Tenant shall submit commence to Landlord for ----------------------- Landlordinstall Tenant's approval a space plan for the build-out of Equipment and other improvements on the Premises ("Tenant's -------- Space Plans"), by in accordance with the respective date(s) for each phase shown on the ----------- construction schedule set forth in Exhibit E-1 heretoplans and specifications dated , prepared by Tenant, Xxxxxx's ----------- architect showing or engineer which have been approved by Authority (such work is called the interior layout of the Premises and its integration with Building systems, core areas and the building shell improvements in sufficient detail to permit Landlord a reasonable opportunity to review and provide preliminary approval or comments regarding Tenant's proposed interior design. Landlord shall review and approve or disapprove of Tenant's Space Plans as to the First Phase Premises and Second Phase Premises by the date set forth on the attached construction schedule set forth in Exhibit E-1 hereto, which approval ----------- shall not be unreasonably withheld, conditioned or delayed, except or to the extent such plans affect the structure of the Building or the Building's systems, in which case, Landlord may withhold such approval in its sole discretion. Landlord shall endeavor to adhere to a similar construction schedule, review periods and level of cooperation with Tenant as to the planning, approving and completion of the Third Phase Premises thereafter. If Landlord disapproves, either in whole or in part, of Tenant's Space Plans, Landlord shall provide to Tenant with reasonable specificity Landlord's reasons for its disapproval, which shall be commercially reasonable to the extent required in the preceding sentence. Tenant shall promptly correct or otherwise address all disapproved items identified by Landlord. The work shown in Tenant's Space Plans shall be deemed "Tenant Improvement Work." (2) Landlord ----------------------- or "Tenant Improvements" and Tenant hereby covenant such plans and agree that Rent pursuant specifications are called the "Approved Plans"). A copy of the Approved Plans is attached hereto as Exhibit C. The Approved Plans may be altered, subject to the Lease prior written and reasonable approval of Authority, if required in order for Tenant to obtain any permits or approvals necessary for construction of the Tenant Improvements. Tenant shall commence be responsible, at its cost, for each phase of construction upon substantial completion of all performing the Tenant Improvement Work in accordance with the Approved Plans and otherwise in compliance with the standards contained in Section 8.1 ("Substantial Completion"Tenant's Alterations). Tenant shall further be responsible, at its cost, for obtaining all permits and licenses required in connection with the Tenant Improvements and satisfy any conditions or mitigation measures approved in connection therewith. No Tenant Improvement Work shall commence until Tenant has first obtained all necessary permits and approvals for Tenant to be legally entitled to construct the Tenant Improvements and has provided a copy of those permits and approvals to SFMTA. Tenant shall not: (i) as defined pursuant alter, replace, modify, or add to ---------------------- Section any of Tenant’s Equipment, or (Lii) below so make a request to City’s Planning Department for any zoning, design and environmental approvals needed from City, in its regulatory capacity, for such proposed modifications (“Planning Department Approvals”), without Authority’s prior written consent, which may be withheld or conditioned in Authority’s sole discretion. Tenant acknowledges that Tenant could obtain its Certificate Authority’s approval of Occupancy and occupy each phase of the Premises then intended for occupancy. For every day after March 1, 2000 that such First Phase Premises are not Substantially Complete, absent any delay on the part proposed modification of the Tenant Equipment requested by Tenant pursuant to this Lease may be conditioned on, among other requirements, changes to improve the design or reduce the impact of the proposed modifications to the surrounding environment, and shall be conditioned on written evidence that City’s Planning Department has granted the Planning Department Approvals for such proposed modification. If Tenant wishes to make any exchange or replacement of Tenant’s Equipment within the Premises that requires Authority’s written consent, Authority shall have the right to condition its approval of such requested exchange or replacement on and increase in the Base Rent, in accordance with the Equipment Schedule attached hereto as Exhibit E and incorporated herein by this reference. Tenant acknowledges that Authority shall have the sole discretion in deciding whether to approve any proposed addition to the Tenant’s Equipment within the Premises or any occurrence proposed exchange or replacement of Force Majeurethe Tenant’s Equipment that would result in any expansion of the Premises, Landlord shall pay including the right to Tenant as a fixed and agreed upon sum and not as a penalty, condition such approval on an amount equal to one (1) day's rent for the First Phase Premises for each day after March 1, 2000 that the Tenant is unable to occupy the First Phase Premises because the same is not Substantially Completeincrease in Base Rent. Notwithstanding the foregoing, there shall Tenant may perform any maintenance, repairs, like-for-like exchanges or similar replacements of Tenant’s Equipment and may make modifications within the interior of any of Tenant’s Equipment without prior approval of Authority so long as the like-for-like exchanges or similar replacements of Tenant’s Equipment do not pose any greater danger to the Building than the Tenant’s Equipment to be no Force Majeure condition excusing Landlord from its obligation to pay the damages specified herein if Landlord is delayed due to its inability to procure sufficient laborso exchanged or replaced, either will comply with Section 12.3 (Floor Load), and Tenant obtains all regulatory approvals required for its general contractorsuch exchanges, its subcontractors, its Construction Managerreplacement, or any other entity, required to complete the First Phase or the Second Phase. Landlord shall pay to Tenant such amounts in immediately available U.S. funds monthly at the end of each month unless and until the First Phase Premises are Substantially Completemodifications.

Tenant Improvement Work. (1) Tenant shall be solely responsible for managing the Tenant Design Work in accordance with the provisions of this Section 4.3(B). Tenant shall cause Tenant’s Architect to prepare Tenant Plans for the Tenant Improvement Work. Landlord shall obtain a LEED certification of the Property and Xxxxxx agrees to design the Tenant Improvement Work in a manner which is consistent with obtaining the Required LEED Certification. Tenant shall submit to Landlord for ----------------------- Landlord's ’s approval a space plan for the build-out of following plans on or before the Premises ("applicable Tenant's -------- Space Plans"), by the respective date(s) for each phase shown on the ----------- construction schedule ’s Plan Submission Dates set forth in Exhibit E-1 heretoB-2 (subject to Force Majeure and Landlord Delay, prepared by Tenant's ----------- architect showing the interior layout as defined in Section 4.4): an initial set of the Premises schematic design plans (“Tenant Schematic Plans”), a set of design development plans (“Tenant DD Plans”) and its integration with Building systems, core areas and the building shell improvements in sufficient detail to permit Landlord a reasonable opportunity to review and provide preliminary approval or comments regarding Tenant's proposed interior design. Landlord shall review and approve or disapprove of Tenant's Space Plans as to the First Phase Premises and Second Phase Premises by the date full set forth on the attached construction schedule set forth in Exhibit E-1 hereto, which approval ----------- shall not be unreasonably withheld, conditioned or delayed, except or to the extent such plans affect the structure of the Building or the Building's systems, in which case, Landlord may withhold such approval in its sole discretion. Landlord shall endeavor to adhere to a similar construction schedule, review periods and level of cooperation with Tenant as to the planning, approving and completion of the Third Phase Premises thereafter. If Landlord disapproves, either in whole or in part, of Tenant's Space Plans, Landlord shall provide to Tenant with reasonable specificity Landlord's reasons for its disapproval, which shall be commercially reasonable to the extent required in the preceding sentence. Tenant shall promptly correct or otherwise address all disapproved items identified by Landlord. The work shown in Tenant's Space Plans shall be deemed "Tenant Improvement Work." (2) Landlord ----------------------- and Tenant hereby covenant and agree that Rent pursuant to the Lease shall commence for each phase of construction upon substantial completion of all drawings (as said construction drawings may thereafter be modified by any Change Orders which are approved by Landlord and Tenant, the “Tenant Construction Plans”) for Tenant Improvement Work ("Substantial Completion") as defined pursuant collectively, the “Tenant Plans”). The Tenant Construction Plans shall contain at least the information required by, and shall conform to ---------------------- Section (L) below so that Tenant could obtain the requirements of, Exhibit B-1. Landlord shall not unreasonably withhold or delay its Certificate of Occupancy and occupy each phase of the Premises then intended for occupancy. For every day after March 1, 2000 that such First Phase Premises are not Substantially Complete, absent any delay on the part approval of the Tenant Schematic Plans, the Tenant DD Plans, or any occurrence of Force Majeurethe Tenant Construction Plans, Landlord shall pay to Tenant as a fixed and agreed upon sum and not as a penalty, an amount equal to one (1) day's rent for the First Phase Premises for each day after March 1, 2000 except that the standard for Landlord’s approval with respect to aesthetic matters relating to elements shown on the Tenant is unable to occupy Plans which are visible outside the First Phase Premises because the same is not Substantially Complete. Notwithstanding the foregoing, there shall be no Force Majeure condition excusing Landlord from its obligation to pay the damages specified herein if Landlord is delayed due to its inability to procure sufficient labor, either for its general contractor, its subcontractors, its Construction Manager, or any other entity, required to complete the First Phase or the Second PhaseLandlord’s bona fide business judgment. Landlord shall pay to shall, in good faith, advise Tenant such amounts in immediately available U.S. funds monthly of any Long-Lead Items at the end of each month unless and until time that Landlord approves any Tenant Plans showing such Long-Lead Items. Xxxxxxxx agrees to respond in writing to any Tenant Schematic Plans, Tenant DD Plans or Tenant Construction Plans within the First Phase Premises are Substantially Completefollowing time periods: Tenant Schematic Plans: Fifteen (15) business days from receipt by Landlord Tenant DD Plans: Twenty (20) business days from receipt by Landlord Tenant Construction Plans: Twenty-five (25) business days from receipt by Landlord Landlord will use reasonable efforts to identify any material changes that Landlord will require to the applicable Tenant Plans as soon as possible during the aforesaid review periods, provided that Landlord’s failure to do so shall not be deemed to be a Landlord Delay (as defined in Section 4.4(H) below).

Tenant Improvement Work. (1) Following the Commencement Date, Tenant shall submit commence to Landlord for ----------------------- Landlordinstall Tenant's approval a space plan for the build-out of Equipment and other improvements on the Premises ("Tenant's -------- Space Plans"), by in accordance with the respective date(s) for each phase shown on the ----------- construction schedule set forth in Exhibit E-1 heretoplans and specifications dated , prepared by , Tenant's ----------- architect showing the interior layout of the Premises and its integration with Building systems, core areas and the building shell improvements in sufficient detail to permit Landlord a reasonable opportunity to review and provide preliminary approval or comments regarding Tenant's proposed interior design. Landlord shall review and approve or disapprove of Tenant's Space Plans as to the First Phase Premises and Second Phase Premises by the date set forth on the attached construction schedule set forth in Exhibit E-1 heretoengineer, which approval ----------- shall not be unreasonably withheld, conditioned or delayed, except or to have been approved by City (such work is called the extent such plans affect the structure of the Building or the Building's systems, in which case, Landlord may withhold such approval in its sole discretion. Landlord shall endeavor to adhere to a similar construction schedule, review periods and level of cooperation with Tenant as to the planning, approving and completion of the Third Phase Premises thereafter. If Landlord disapproves, either in whole or in part, of Tenant's Space Plans, Landlord shall provide to Tenant with reasonable specificity Landlord's reasons for its disapproval, which shall be commercially reasonable to the extent required in the preceding sentence. Tenant shall promptly correct or otherwise address all disapproved items identified by Landlord. The work shown in Tenant's Space Plans shall be deemed "Tenant Improvement Work." (2) Landlord ----------------------- or "Tenant Improvements" and Tenant hereby covenant such plans and agree that Rent pursuant specifications are called the "Approved Plans"). A copy of the Approved Plans is attached hereto as Exhibit C. The Approved Plans may be altered, subject to the Lease prior written and reasonable approval of City, if required in order for Tenant to obtain any permits or approvals necessary for construction of the Tenant Improvements. Tenant shall commence be responsible, at its cost, for each phase of construction upon substantial completion of all performing the Tenant Improvement Work in accordance with the Approved Plans and otherwise in compliance with the standards contained in Section 8.1 ("Substantial Completion"Tenant's Alterations). Tenant shall further be responsible, at its cost, for obtaining all permits and licenses required in connection with the Tenant Improvements and satisfy any conditions or mitigation measures approved in connection therewith. No Tenant Improvement Work shall commence until Tenant has first obtained all necessary permits and approvals for Tenant to be legally entitled to construct the Tenant Improvements and has provided a copy of those permits and approvals to the SFMTA. Tenant shall not: (i) as defined pursuant alter, replace, modify, or add to ---------------------- Section any of Tenant’s Equipment, or (Lii) below so make a request to City’s Planning Department for any zoning, design and environmental approvals needed from City, in its regulatory capacity, for such proposed modifications (“Planning Department Approvals”), without City’s prior written consent, which may be withheld or conditioned in City’s sole discretion. Tenant acknowledges that Tenant could obtain its Certificate City’s approval of Occupancy and occupy each phase of the Premises then intended for occupancy. For every day after March 1, 2000 that such First Phase Premises are not Substantially Complete, absent any delay on the part proposed modification of the Tenant Equipment requested by Tenant pursuant to this Lease may be conditioned on, among other requirements, changes to improve the design or reduce the impact of the proposed modifications to the surrounding environment, and shall be conditioned on written evidence that City’s Planning Department has granted the Planning Department Approvals for such proposed modification. If Tenant wishes to make any exchange or replacement of Tenant’s Equipment within the Premises that requires City’s written consent, City shall have the right to condition its approval of such requested exchange or replacement on and increase in the Base Rent, in accordance with the Equipment Schedule attached hereto as Exhibit E and incorporated herein by this reference. Tenant acknowledges that City shall have the sole discretion in deciding whether to approve any proposed addition to the Tenant’s Equipment within the Premises or any occurrence proposed exchange or replacement of Force Majeurethe Tenant’s Equipment that would result in any expansion of the Premises, Landlord shall pay including the right to Tenant as a fixed and agreed upon sum and not as a penalty, condition such approval on an amount equal to one (1) day's rent for the First Phase Premises for each day after March 1, 2000 that the Tenant is unable to occupy the First Phase Premises because the same is not Substantially Completeincrease in Base Rent. Notwithstanding the foregoing, there shall Tenant may perform any maintenance, repairs, like-for-like exchanges or similar replacements of Tenant’s Equipment and may make modifications within the interior of any of Tenant’s Equipment without prior approval of City so long as the like-for-like exchanges or similar replacements of Tenant’s Equipment do not pose any greater danger to the Building than the Tenant’s Equipment to be no Force Majeure condition excusing Landlord from its obligation to pay the damages specified herein if Landlord is delayed due to its inability to procure sufficient laborso exchanged or replaced, either will comply with Section 12.3 (Floor Load), and Tenant obtains all regulatory approvals required for its general contractorsuch exchanges, its subcontractors, its Construction Managerreplacement, or any other entity, required to complete the First Phase or the Second Phase. Landlord shall pay to Tenant such amounts in immediately available U.S. funds monthly at the end of each month unless and until the First Phase Premises are Substantially Completemodifications.

Tenant Improvement Work. (1) Following the Commencement Date, Tenant shall submit commence to Landlord for ----------------------- Landlordinstall Tenant's approval a space plan for the build-out of Equipment and other improvements on the Premises ("Tenant's -------- Space Plans"), by in accordance with the respective date(s) for each phase shown on the ----------- construction schedule set forth in Exhibit E-1 heretoplans and specifications dated , prepared by Tenant, Xxxxxx's ----------- architect showing the interior layout of the Premises and its integration with Building systems, core areas and the building shell improvements in sufficient detail to permit Landlord a reasonable opportunity to review and provide preliminary approval or comments regarding Tenant's proposed interior design. Landlord shall review and approve or disapprove of Tenant's Space Plans as to the First Phase Premises and Second Phase Premises by the date set forth on the attached construction schedule set forth in Exhibit E-1 heretoengineer, which approval ----------- shall not be unreasonably withheld, conditioned or delayed, except or to have been approved by City (such work is called the extent such plans affect the structure of the Building or the Building's systems, in which case, Landlord may withhold such approval in its sole discretion. Landlord shall endeavor to adhere to a similar construction schedule, review periods and level of cooperation with Tenant as to the planning, approving and completion of the Third Phase Premises thereafter. If Landlord disapproves, either in whole or in part, of Tenant's Space Plans, Landlord shall provide to Tenant with reasonable specificity Landlord's reasons for its disapproval, which shall be commercially reasonable to the extent required in the preceding sentence. Tenant shall promptly correct or otherwise address all disapproved items identified by Landlord. The work shown in Tenant's Space Plans shall be deemed "Tenant Improvement Work." (2) Landlord ----------------------- or "Tenant Improvements" and Tenant hereby covenant such plans and agree that Rent pursuant specifications are called the "Approved Plans"). A copy of the Approved Plans is attached hereto as Exhibit C. The Approved Plans may be altered, subject to the Lease prior written and reasonable approval of City, if required in order for Tenant to obtain any permits or approvals necessary for construction of the Tenant Improvements. Tenant shall commence be responsible, at its cost, for each phase of construction upon substantial completion of all performing the Tenant Improvement Work in accordance with the Approved Plans and otherwise in compliance with the standards contained in Section 8.1 ("Substantial Completion"Tenant's Alterations). Tenant shall further be responsible, at its cost, for obtaining all permits and licenses required in connection with the Tenant Improvements and satisfy any conditions or mitigation measures approved in connection therewith. No Tenant Improvement Work shall commence until Tenant has first obtained all necessary permits and approvals for Tenant to be legally entitled to construct the Tenant Improvements and has provided a copy of those permits and approvals to the SFMTA. Tenant shall not: (i) as defined pursuant alter, replace, modify, or add to ---------------------- Section any of Tenant’s Equipment, or (Lii) below so make a request to City’s Planning Department for any zoning, design and environmental approvals needed from City, in its regulatory capacity, for such proposed modifications (“Planning Department Approvals”), without City’s prior written consent, which may be withheld or conditioned in City’s sole discretion. Tenant acknowledges that Tenant could obtain its Certificate City’s approval of Occupancy and occupy each phase of the Premises then intended for occupancy. For every day after March 1, 2000 that such First Phase Premises are not Substantially Complete, absent any delay on the part proposed modification of the Tenant Equipment requested by Tenant pursuant to this Lease may be conditioned on, among other requirements, changes to improve the design or reduce the impact of the proposed modifications to the surrounding environment, and shall be conditioned on written evidence that City’s Planning Department has granted the Planning Department Approvals for such proposed modification. If Tenant wishes to make any exchange or replacement of Tenant’s Equipment within the Premises that requires City’s written consent, City shall have the right to condition its approval of such requested exchange or replacement on and increase in the Base Rent, in accordance with the Equipment Schedule attached hereto as Exhibit E and incorporated herein by this reference. Tenant acknowledges that City shall have the sole discretion in deciding whether to approve any proposed addition to the Tenant’s Equipment within the Premises or any occurrence proposed exchange or replacement of Force Majeurethe Tenant’s Equipment that would result in any expansion of the Premises, Landlord shall pay including the right to Tenant as a fixed and agreed upon sum and not as a penalty, condition such approval on an amount equal to one (1) day's rent for the First Phase Premises for each day after March 1, 2000 that the Tenant is unable to occupy the First Phase Premises because the same is not Substantially Completeincrease in Base Rent. Notwithstanding the foregoing, there shall Tenant may perform any maintenance, repairs, like-for-like exchanges or similar replacements of Tenant’s Equipment and may make modifications within the interior of any of Tenant’s Equipment without prior approval of City so long as the like-for-like exchanges or similar replacements of Tenant’s Equipment do not pose any greater danger to the Building than the Tenant’s Equipment to be no Force Majeure condition excusing Landlord from its obligation to pay the damages specified herein if Landlord is delayed due to its inability to procure sufficient laborso exchanged or replaced, either will comply with Section 12.3 (Floor Load), and Tenant obtains all regulatory approvals required for its general contractorsuch exchanges, its subcontractors, its Construction Managerreplacement, or any other entity, required to complete the First Phase or the Second Phase. Landlord shall pay to Tenant such amounts in immediately available U.S. funds monthly at the end of each month unless and until the First Phase Premises are Substantially Completemodifications.

Tenant Improvement Work. Landlord shall provide Tenant with a tenant improvement allowance in the amount of FIVE AND NO/100 DOLLARS (1$5.00) per usable square foot (the "Tenant Improvement Allowance") for work in preparing the Leased Premises for Tenant's use ("Tenant Work"). In determining the number of useable square feet applicable to the Leased Premises for purposes of calculating the Tenant Improvement Allowance, the Landlord shall utilize the definition of usable square feet established by BOMA. A portion of the Tenant Improvement Allowance may be used for design fees at Landlord's discretion. The Tenant Improvement Allowance shall be disbursed by the Landlord in accordance with Landlord's requirements. The Tenant Improvement Allowance shall be used solely for the costs of Leasehold Improvements, and no portion of the Tenant Improvement Allowance shall be used for furniture, personal property, working capital or any other purposes. Items constituting "Leasehold Improvements" shall be determined by Landlord and may include, but shall not be limited to, all interior demising walls, flooring, electrical materials and equipment, mechanical, plumbing and life-safety equipment in the Premises. Any costs and expenses of the Tenant Work that exceed or are not covered by the Tenant Improvement Allowance ("Excess Costs") shall be the responsibility of and shall be paid by Tenant. In order to ensure a consistent and attractive appearance of the Building, Landlord may provide window treatments that Tenant shall submit use in the Leased Premises, but the costs for said window treatments shall be paid from the Tenant Improvement Allowance. Tenant shall cooperate with Landlord in developing plans for Tenant Work, but all Tenant Work shall be designed, performed and/or constructed by architects, engineers, contractors and/or other appropriate persons or entities chosen, hired, engaged or employed by Landlord, unless Landlord elects, in its discretion, to permit the Tenant itself to complete the Tenant Work. Any dispute with respect to Tenant Work shall be conclusively resolved by an architect chosen by Landlord for ----------------------- to Landlord's approval a space plan for satisfaction. Upon Landlord's request the build-out details of the Premises ("Tenant's -------- Space Plans"), by the respective date(s) for each phase shown on the ----------- construction schedule and specific requirements relating to Tenant Work shall be more fully set forth in Exhibit E-1 hereto, prepared by Tenant's ----------- architect showing the interior layout of the Premises and its integration with Building systems, core areas and the building shell improvements in sufficient detail to permit Landlord a reasonable opportunity to review and provide preliminary approval or comments regarding Tenant's proposed interior design. Landlord shall review and approve or disapprove of Tenant's Space Plans as to the First Phase Premises and Second Phase Premises by the date set forth work letter on the attached construction schedule set forth in Exhibit E-1 hereto, which approval ----------- shall not be unreasonably withheld, conditioned or delayed, except or to the extent such plans affect the structure of the Building or the Building's systems, in which case, Landlord may withhold such approval in its sole discretion. Landlord shall endeavor to adhere to a similar construction schedule, review periods and level of cooperation with Tenant as to the planning, approving and completion of the Third Phase Premises thereafter. If Landlord disapproves, either in whole or in part, of Tenant's Space Plans, Landlord shall provide to Tenant with reasonable specificity Landlord's reasons for its disapproval, customary forum which shall be commercially reasonable to the extent required in the preceding sentence. Tenant shall promptly correct or otherwise address all disapproved items identified executed by Landlord. The work shown in Landlord and Tenant's Space Plans shall be deemed "Tenant Improvement Work." (2) Landlord ----------------------- and Tenant hereby covenant and agree that Rent pursuant to the Lease shall commence for each phase of construction upon substantial completion of all Tenant Improvement Work ("Substantial Completion") as defined pursuant to ---------------------- Section (L) below so that Tenant could obtain its Certificate of Occupancy and occupy each phase of the Premises then intended for occupancy. For every day after March 1, 2000 that such First Phase Premises are not Substantially Complete, absent any delay on the part of the Tenant or any occurrence of Force Majeure, Landlord shall pay to Tenant as a fixed and agreed upon sum and not as a penalty, an amount equal to one (1) day's rent for the First Phase Premises for each day after March 1, 2000 that the Tenant is unable to occupy the First Phase Premises because the same is not Substantially Complete. Notwithstanding the foregoing, there shall be no Force Majeure condition excusing Landlord from its obligation to pay the damages specified herein if Landlord is delayed due to its inability to procure sufficient labor, either for its general contractor, its subcontractors, its Construction Manager, or any other entity, required to complete the First Phase or the Second Phase. Landlord shall pay to Tenant such amounts in immediately available U.S. funds monthly at the end of each month unless and until the First Phase Premises are Substantially Complete.

Tenant Improvement Work. (1) All work to be completed in connection with the Project by Landlord or Landlord's affiliate which is over and above the Building Shell Work shall be deemed to be "Tenant Improvement Work". Landlord, or Landlord's affiliate, shall serve as the General Contractor for the Tenant Improvement Work. Tenant shall submit have the right to require Landlord to competitively bid subcontracts and/or to require Landlord to obtain at least three (3) competitive bids for ----------------------- each major trade necessary to complete the Tenant Improvement Work. Copies of all said bids for the Tenant Improvement Work shall be provided by Landlord to Tenant. Landlord, or its affiliate, shall receive seven percent (7%) of the "Tenant Improvement Construction Cost" (hereinafter defined) as its fee for serving as General Contractor of the Tenant Improvement Work. For purposes of this SECTION 1.10, "Tenant Improvement Construction Cost" shall be the total of (a) the final subcontract sums of all construction subcontracts, including sales, use or similar taxes, procured by Landlord or its affiliate for the Tenant Improvement Work (but this shall not preclude Tenant from contracting directly for improvements or installations to the Leased Premises, such as data and telephone cabling and modular partition installations, which if contracted directly and the completion of which is not supervised by Landlord or Landlord's approval affiliate shall not be deemed to be a space plan for the build-out of the Premises (Tenant Improvement Construction Cost but rather shall be deemed to be "Tenant Improvements By Tenant's -------- Space Plans"), by (b) remuneration, including welfare or other benefits payable to personnel of Landlord's (or Landlord's affiliate) when stationed at the respective date(sProject field office, but in an amount not to exceed $25,000.00 in the aggregate, (c) for each phase shown on subject to prior written approval of Tenant, fees of testing laboratories and services, if any, (d) costs, including transportation and maintenance, of all materials, supplies, equipment, and temporary facilities reasonably and necessarily used or consumed in the ----------- construction schedule set forth in Exhibit E-1 hereto, prepared by Tenant's ----------- architect showing the interior layout performance of the Premises Tenant Improvement Work, (e) losses and its integration expenses, not compensated by insurance or otherwise, sustained by Landlord or Landlord's affiliate in connection with Building systemsthe Tenant Improvement Work, core areas and provided said loss or expense is not due to Landlord or Landlord's affiliate's negligence, but in an amount not to exceed $10,000.00 in the aggregate, (f) costs of the building shell improvements in sufficient detail permit for the Tenant Improvement Work and for other permits, licenses and inspections reasonably and necessarily attendant to permit Landlord a reasonable opportunity the Tenant Improvement Work, (g) subject to review and provide preliminary prior written approval or comments regarding Tenant's proposed interior design. Landlord shall review and approve or disapprove of Tenant, the portion of reasonable travel and subsistence expenses of Landlord or its affiliate's Space Plans officers or employees incurred while traveling in the discharge of their duties reasonably, necessarily and specifically connected with the Tenant Improvement Work. Except as specifically provided above, no other costs or expenses (including, without limitation, general conditions) shall be included in the Tenant Improvement Construction Costs. Tenant shall have the right to select specific trade subcontractors to perform the First Phase Premises and Second Phase Premises by the date set forth on the attached construction schedule set forth in Exhibit E-1 heretoTenant Improvement Work, subject to Landlord's reasonable approval, which approval ----------- shall not be unreasonably withheld, conditioned or delayed. Nonetheless, except or Landlord shall have the right to reject subcontractors so selected by Tenant if in Landlord's reasonable opinion the extent such plans selection of said subcontractors will have a negative affect on the structure Substantial Completion of the Project and/or on the Project Schedule. Plans for the Tenant Improvement Work shall be prepared by Tenant's interior space designer (in cooperation with Landlord, Tenant and the Building or the BuildingArchitect) ("Tenant Improvement Plans") and Tenant's systemsinterior space designer shall certify that said Tenant Improvement Plans have been prepared in accordance with all applicable codes, ordinances, laws and regulations and are complete in which case, Landlord may withhold such approval in its sole discretionall material respects. Landlord shall endeavor cause the Tenant Improvement Work to adhere be completed (i) in a good and workmenlike manner, free of any mechanics liens or any other liens which could cause a forfeiture of any of Tenant's rights hereunder or which could interfere with Tenant's quiet enjoyment of the Leased Premises or the Permitted Uses [and if any such forfeiture or interference is actually threatened, Landlord shall provide for the release of such lien(s) by bonding or otherwise], at its sole cost and expense and (ii) in accordance with said Tenant Improvement Plans and the Project Schedule. The reasonable and necessary Tenant Improvement Construction Costs of the Tenant Improvement Work actually incurred shall be paid by Landlord on a percentage of completion basis [but with a retention (absent an agreement between Landlord and Tenant to the contrary) of not less than five percent (5%)] following receipt of appropriate invoices (and Landlord shall promptly provide copies of said invoices for the Tenant Improvement Work to Tenant and shall keep Tenant generally appraised of all payments made for said Tenant Improvement Construction Cost). Landlord shall apply, pro tanto, the Tenant Improvement Allowance (as hereinafter defined) toward the Tenant Improvement Construction Cost as the cost thereof becomes payable. Landlord's application of the Tenant Improvement Allowance to the Tenant Improvement Construction Cost shall be subject to reasonable rights of review and approval of each such application by Tenant. To the extent the Tenant Improvement Construction Costs exceed the Tenant Improvement Allowance, Tenant shall reimburse Landlord, on a similar construction schedulemonthly basis, review periods following receipt by Tenant from Landlord of invoices in reasonable detail for Tenant Improvement Construction Costs for completed Tenant Improvement Work in excess of the Tenant Improvement Allowance. Upon Substantial Completion of the Project, if any portion of the Tenant Improvement Allowance is not expended as aforesaid or otherwise in this Lease provided, Landlord shall, at Tenant's direction pay any remaining portion directly to Tenant's Contractors for Tenant Improvements By Tenant or shall pay said sum directly to Tenant or shall apply same to Rent next coming due pursuant to the terms of this Lease. Any disputes between Landlord and level of cooperation with Tenant as to the planning, approving construction and completion of the Third Phase Premises thereafter. If Landlord disapproves, either in whole or in part, of Tenant's Space Plans, Landlord shall provide to Tenant with reasonable specificity Landlord's reasons for its disapproval, which shall be commercially reasonable to the extent required in the preceding sentence. Tenant shall promptly correct or otherwise address all disapproved items identified by Landlord. The work shown in Tenant's Space Plans shall be deemed "Tenant Improvement Work." (2) Landlord ----------------------- and Tenant hereby covenant and agree that Rent pursuant to the Lease shall commence for each phase of construction upon substantial completion of all Tenant Improvement Work ("Substantial Completion") as defined pursuant to ---------------------- Section (L) below so that Tenant could obtain its Certificate of Occupancy and occupy each phase of the Premises then intended for occupancy. For every day after March 1, 2000 that such First Phase Premises are not Substantially Complete, absent any delay on the part of or the Tenant or any occurrence of Force Majeure, Landlord shall pay to Tenant as a fixed and agreed upon sum and not as a penalty, an amount equal to one (1) day's rent for the First Phase Premises for each day after March 1, 2000 that the Tenant is unable to occupy the First Phase Premises because the same is not Substantially Complete. Notwithstanding the foregoing, there Improvement Construction Costs shall be no Force Majeure condition excusing Landlord from its obligation submitted to pay the damages specified herein if Landlord is delayed due to its inability to procure sufficient labor, either for its general contractor, its subcontractors, its Construction Manager, or any other entity, required to complete the First Phase or the Second Phase. Landlord shall pay to Tenant such amounts Dispute Resolution as provided in immediately available U.S. funds monthly at the end of each month unless and until the First Phase Premises are Substantially CompleteSECTION 3.22 hereof.

Tenant Improvement Work. (1) Tenant Acknowledges that it has previously inspected the Premises and Tenant is accepting the Premises in "As Is" condition. Tenant further acknowledges that certain improvements presently exists or serve the Premises, such as elevators, windows, air supply equipment, fire sprinklers, and stubbing out of electrical and telephone services to the floor. Tenant agrees that any repair or renovation to any such items or any equipment in the Premises to restore same to good working order shall be part of the Tenant Improvement Work. Tenant shall submit have a space plan ("Space Plan") prepared by Slack Alvarez Associates, and submitted to Landlord for ----------------------- Landlord's its written approval a space plan for the build-out of the Premises ("Tenant's -------- Space Plans"), by the respective date(s) for each phase shown on the ----------- construction schedule set forth in Exhibit E-1 hereto, prepared by Tenant's ----------- architect showing the interior layout of the Premises and its integration with Building systems, core areas and the building shell improvements in sufficient detail to permit Landlord a reasonable opportunity to review and provide preliminary approval or comments regarding Tenant's proposed interior design. Landlord shall review and approve or disapprove of Tenant's Space Plans as to the First Phase Premises and Second Phase Premises by the date set forth on the attached construction schedule set forth in Exhibit E-1 hereto, which approval ----------- shall not be unreasonably withheld, conditioned withheld or delayed, except ); which Space Plan shall be prepared at Tenant's expense. Tenant shall submit the space plan to Landlord for its approval on or to before thirty (30) days after the extent such plans affect the structure date of the Building or the Building's systems, in which case, Landlord may withhold such approval in its sole discretionthis Lease. Landlord shall endeavor to adhere to a similar construction schedule, review periods and level of cooperation with Tenant as approve or request revisions to the planning, approving Space Plan within five (5) business days after submittal to Landlord and completion of Tenant shall revise the Third Phase Premises thereafter. If Space Plan (if so requested by the Landlord) and submit such revised Space Plant to Landlord disapproves, either in whole or in part, of Tenant's Space Plans, for approval as provided above within (10) days after Landlord shall provide to Tenant with reasonable specificity Landlord's reasons for its disapproval, which shall be commercially reasonable to the extent required in the preceding sentenceso requests. Tenant shall cause its architect and Xxxxxx-Xxxxxx Engineers to promptly correct prepare or otherwise address all disapproved items identified by Landlordhave prepared "Construction Documents" reflecting the final architectural and engineering design consisting of working drawings with detailed plans and specifications substantially in accordance with the approved Space Plan. The work shown in Tenant's Construction Documents shall be delivered to the Landlord for its approval which shall not be unreasonably withheld or delayed within ten (10) days after approval of the Space Plan. The Space Plan and Construction Documents (including architectural) design, engineering specifications, detailed plans and specifications, and final working drawings), are collectively and severally referred to herein as the "Plans". The Plans shall be deemed subject to the review and reasonable approval of Landlord (provided that any approvals given by Landlord hereunder shall be for Landlord's benefit only with no other party or person being entitled to rely thereon). Approval of Plans shall not be unreasonably withheld or delayed. In the event of a conflict or inconsistency between the Construction Documents and the Space Plan, the Construction Documents shall control. Tenant shall cause the approved Contractor who is awarded the job to Substantially Complete, build out and improve the Premises substantially in accordance with building standard finishes, together with specified upgrades, as expressly set forth in the Plans (collectively the "Tenant Improvement Work." (2") Landlord ----------------------- and Tenant hereby covenant and agree that Rent pursuant to the Lease shall commence for each phase of construction upon substantial completion of all which Tenant Improvement Work ("Substantial Completion") as defined pursuant to ---------------------- Section (L) below so that Tenant could obtain its Certificate of Occupancy and occupy each phase of shall include without limitation, the Premises then intended for occupancy. For every day after March 1, 2000 that such First Phase Premises are not Substantially Complete, absent any delay on the part of the Tenant or any occurrence of Force Majeure, Landlord shall pay to Tenant as a fixed and agreed upon sum and not as a penalty, an amount equal to one (1) day's rent for the First Phase Premises for each day after March 1, 2000 that the Tenant is unable to occupy the First Phase Premises because the same is not Substantially Complete. Notwithstanding the foregoing, there shall be no Force Majeure condition excusing Landlord from its obligation to pay the damages specified herein if Landlord is delayed due to its inability to procure sufficient labor, either for its general contractor, its subcontractors, its Construction Manager, or any other entity, required to complete the First Phase or the Second Phase. Landlord shall pay to Tenant such amounts in immediately available U.S. funds monthly at the end of each month unless and until the First Phase Premises are Substantially Complete.following:

Tenant Improvement Work. Tenant, at Tenant's sole cost and ----------------------- expense (1) Tenant shall submit to Landlord except for ----------------------- Landlord's approval a space plan for obligation to pay to Tenant the build-out of Tenant Improvement Allowance described below), shall construct certain tenant improvements and complete certain work (collectively, the Premises ("Tenant Improvement Work") in the Premises, as more particularly described herein. The Tenant Improvement Work shall be performed by Tenant's -------- Space PlansContractor (defined below) in accordance with plans and specifications (the "), by the respective date(sPlans and Specifications") for each phase shown on the ----------- construction schedule set forth in Exhibit E-1 hereto, prepared by Tenant's ----------- architect showing the interior layout of the Premises Architect (defined below) and its integration with Building systems, core areas and the building shell improvements approved by Landlord in sufficient detail to permit Landlord a reasonable opportunity to review and provide preliminary approval or comments regarding Tenant's proposed interior design. Landlord shall review and approve or disapprove of Tenant's Space Plans as to the First Phase Premises and Second Phase Premises by the date set forth on the attached construction schedule set forth in Exhibit E-1 heretowriting, which approval ----------- shall not be unreasonably withheld, conditioned withheld or delayed. At Landlord's election, except or Tenant shall arrange for Tenant's Architect to prepare working drawings (the "Working Drawings") of the proposed improvements based upon the Plans and Specifications and submit the Working Drawings to Landlord for its review and approval. The Tenant Improvement Work performed in the Building shall conform to Landlord's Building specifications for interior improvements. The Tenant Improvement Work shall include (i) replacing the carpet in the aisle ways and lunch area of the Building, (ii) inspecting the existing heating, ventilation and air conditioning units (the "HVAC Units") and systems (the "HVAC Systems"), (iii) adding heat to those HVAC Units that currently do not provide heat and, to the extent such plans affect necessary, repairing and/or replacing the structure inoperable or deficient HVAC Units and/or portions of the HVAC Systems, (iv) refurbishing the landscaping on the Lot in accordance with a landscaping plan prepared by Tenant and approved by Landlord, (v) upgrading all of the lights in the Building or and on the Building's systemsLot, in which case, Landlord may withhold such approval in its sole discretion. Landlord shall endeavor to adhere to a similar construction schedule, review periods and level (vi) other miscellaneous items of cooperation with Tenant as deferred maintenance to the planningBuilding and Lot selected by Tenant. Landlord, approving and completion of at its election, shall have the Third Phase Premises thereafter. If Landlord disapproves, either in whole or in part, of right to reasonably employ consultants to review Tenant's Space Plans, Plans and Specifications and Working Drawings and Tenant shall reimburse Landlord shall provide to Tenant with for the reasonable specificity cost incurred by Landlord for such consultants within ten (10) days after Landlord's reasons for its disapproval, which shall be commercially reasonable to the extent required in the preceding sentencewritten request therefor. Tenant shall promptly correct or otherwise address all disapproved items identified by Landlord. The work shown in Tenant's Space Plans shall be deemed "Tenant Improvement Work." (2) Landlord ----------------------- and Tenant hereby covenant and agree that Rent pursuant to complete the Lease shall commence for each phase of construction upon substantial completion of all Tenant Improvement Work ("Substantial Completion") as defined pursuant to ---------------------- Section (L) below so that Tenant could obtain its Certificate of Occupancy and occupy each phase of the Premises then intended for occupancy. For every day after March 1, 2000 that such First Phase Premises are not Substantially Complete, absent any delay on the part of the Tenant or any occurrence of Force Majeure, Landlord shall pay to Tenant as a fixed and agreed upon sum and not as a penalty, an amount equal to within one (1) day's rent for year after the First Phase Premises for each day after March 1, 2000 that date of this Amendment in accordance with the Tenant is unable to occupy the First Phase Premises because the same is not Substantially Complete. Notwithstanding the foregoing, there shall be no Force Majeure condition excusing Landlord from its obligation to pay the damages specified herein if Landlord is delayed due to its inability to procure sufficient labor, either for its general contractor, its subcontractors, its Construction Manager, or any other entity, required to complete the First Phase or the Second Phase. Landlord shall pay to Tenant such amounts in immediately available U.S. funds monthly at the end of each month unless Plans and until the First Phase Premises are Substantially CompleteSpecifications and Working Drawings approved by Landlord.

Tenant Improvement Work. (1a) Within ten (10) days following the execution and delivery of this Lease by the parties, Tenant shall submit cause to Landlord for ----------------------- be prepared and completed by an architect selected by Tenant, and approved by Landlord's approval a space plan , Preliminary Plans and Specifications for the build-out of tenant improvement work to the Premises to be performed by Tenant ("Tenant's -------- Space Plans"the “Tenant Improvement Work”), by the respective date(s) for each phase shown on the ----------- construction schedule set forth in Exhibit E-1 hereto, prepared by Tenant's ----------- architect showing the interior layout of the Premises . Said Preliminary Plans and its integration with Building systems, core areas and the building shell improvements in sufficient detail Specifications shall be subject to permit Landlord a reasonable opportunity to review and provide preliminary approval or comments regarding Tenant's proposed interior design. Landlord shall review and approve or disapprove of Tenant's Space Plans as to the First Phase Premises and Second Phase Premises by the date set forth on the attached construction schedule set forth in Exhibit E-1 heretoLandlord’s approval, which approval ----------- shall not be unreasonably withheld, conditioned withheld or delayed, except or to the extent such plans affect the structure of the Building or the Building's systems, in which case, Landlord may withhold such approval in its sole discretion. Landlord shall endeavor provide Tenant with a tenant improvement allowance of $200,000 (the “Tenant Improvement Allowance”) to adhere be used exclusively to design and construct the Tenant Improvements, including the installation of Tenant’s telecommunications equipment, electrical cabling, security system, and for Tenant’s cubicles. All of such work shall be performed by a similar construction schedulecontractor approved by Landlord as set forth in 1(b) below. The entire balance of the cost of the Tenant Improvement Work shall be paid by Tenant, review periods except that the cost of Landlord’s Work required to cause the Premises to comply with the requirements of the City Building Department and level the County Fire Department with respect to the building code and the fire code, including the requirements of cooperation with Title 24 and the Americans With Disabilities Act, as of the Commencement Date shall be paid by Landlord pursuant to Paragraph 2 below, and such cost shall not be charged to the Tenant Improvement Allowance. The Tenant Improvement Allowance shall be paid promptly by Landlord to Tenant as Tenant incurs the related expenses and upon written request by Tenant to the planning, approving and completion Landlord accompanied by copies of the Third Phase Premises thereafter. If Landlord disapproves, either in whole or in part, of Tenant's Space Plans, Landlord shall provide invoices submitted to Tenant with reasonable specificity Landlord's reasons by Tenant’s contractor for its disapproval, which shall be commercially reasonable to progress payments on the extent required in the preceding sentence. Tenant shall promptly correct or otherwise address all disapproved items identified by Landlord. The work shown in Tenant's Space Plans shall be deemed "Tenant Improvement Work." (2) Landlord ----------------------- and Tenant hereby covenant and agree that Rent pursuant to the Lease shall commence for each phase , or by copies of construction upon substantial completion of all Tenant Improvement Work ("Substantial Completion") as defined pursuant to ---------------------- Section (L) below so that Tenant could obtain its Certificate of Occupancy and occupy each phase of the Premises then intended for occupancy. For every day after March 1, 2000 that such First Phase Premises are not Substantially Complete, absent any delay on the part of the Tenant or any occurrence of Force Majeure, Landlord shall pay to Tenant as a fixed and agreed upon sum and not as a penalty, an amount equal to one (1) day's rent invoices for the First Phase Premises for each day after March 1, 2000 that the Tenant is unable other items referred to occupy the First Phase Premises because the same is not Substantially Complete. Notwithstanding the foregoing, there shall be no Force Majeure condition excusing Landlord from its obligation to pay the damages specified herein if Landlord is delayed due to its inability to procure sufficient labor, either for its general contractor, its subcontractors, its Construction Manager, or any other entity, required to complete the First Phase or the Second Phase. Landlord shall pay to Tenant such amounts in immediately available U.S. funds monthly at the end of each month unless and until the First Phase Premises are Substantially Completeabove.