Common use of Tenant Improvements Clause in Contracts

Tenant Improvements. Tenant shall obtain Landlord's written consent prior to performing any alteration, addition or improvement on or to the Premises; provided, however, that Landlord's consent shall not be required where the contemplated work (i) does not include any alteration of the structural components of the Premises, and (ii) will not cost more than Two Hundred Fifty Thousand Dollars ($250,000.00) to complete. In the event Landlord's consent is required, such consent shall not be unreasonably withheld, conditioned or delayed. In all events, Tenant shall provide to Landlord a written description of any alterations (other than alterations involving expenditure of less than $10,000). All alterations, additions and improvements shall be constructed in a good and workmanlike manner by licensed contractors and in compliance with all applicable laws, regulations, CC&R's, zoning ordinances and building codes. Except as provided immediately below, all alterations, additions and improvements constructed in or on the Premises by Tenant shall remain on the Premises without compensation of any kind to Tenant upon expiration of the Term. Tenant shall not be required to remove any of the alterations, additions or improvements made to the Premises during the Term except only those alterations, additions or improvements requiring Landlord's consent, to the extent Landlord conditioned its consent upon removal of the subject alteration, addition or improvement by Tenant at the expiration of the Term. With respect to such alterations, additions or improvements only, Tenant upon the written request of Landlord, shall upon the expiration of the Term, remove such alteration, addition or improvement at its cost and restore the Premises to its condition prior to such alteration, addition or improvement. Tenant shall maintain insurance as required by Section 11.2 covering any improvements, alterations or additions to the Premises made by Tenant under the provisions of this Section 8.1, it being understood and agreed that none of such improvements shall be insured by Landlord.

Tenant Improvements. Tenant shall obtain Landlord's written consent prior Lessor consents to performing any alteration(but does not require) Lessee’s completion of certain capital improvements to be made in, addition or improvement on or to the Premises (the “Improvements”), subject, however, to the requirements of, and any changes required by any governmental authority having jurisdiction over the Premises, including, but not limited to, local building and planning officials and authorities (collectively, the “Governmental Authorities”). The Improvements shall be coordinated and performed solely by Lessee on a lien free basis, using new materials and Contractors (as defined below), reasonably acceptable to Lessor. The Improvements, and all plans and specifications therefor, shall comply with applicable building and construction codes, zoning ordinances, ADA requirements, and other applicable laws, statutes, codes and regulations. Lessee shall be solely responsible for obtaining all permits, variances, and approvals (including site plan approvals) related to the performance of the Improvements and required by any Governmental Authority. In that regard, all applications and other submissions to any Government Authorities (including, but not limited to, plans and specifications) must be submitted to Lessor for its review and reasonable approval prior to submission to the Governmental Authority. Lessor reserves the right to revoke its consent to all or a portion of the Improvements if, after giving consent, any license, permit or variance obtained by Lessee in connection with the Improvements materially alters the nature of the Premises or diminishes its value, in Lessor’s reasonable and good faith discretion. Lessee is also solely responsible, at its cost, for obtaining written approval of the plans and specification for the Improvements (as well as approval for the Improvements themselves) from any private association or board having jurisdiction over the Premises, and for ensuring full compliance with, and obtaining any variances necessary under, the documents pursuant to which any such association or board is organized or operates. Lessee shall not commence construction of the Improvements until all of the approvals, permits, ordinances and other requirements contemplated above have been issued, complied with and approved by Lessor. Prior to the commencement of the Improvements, Lessee shall have in effect (and deliver to Lessor written evidence thereof that is reasonably satisfactory to Lessor), or, as appropriate, cause its general Contractor to have in effect, those insurance coverages (in addition to any other coverages required of Lessee under the Original Lease) that Lessor reasonably deems necessary for the protection of the Premises and Lessor during the performance of the Improvements. Lessee shall also be solely responsible for obtaining a final certificate of occupancy (or substantively comparable document from Governmental Authorities) for the Improvements, and shall observe and comply with all applicable provisions of the California Construction Lien Act. THIS SECTION 8 CONSTITUTES NOTICE TO ALL CONTRACTORS, SUBCONTRACTORS, SUPPLIERS AND LABORERS INVOLVED IN THE IMPROVEMENTS THAT ANY CONSTRUCTION LIEN ARISING FROM OR RELATED TO THE IMPROVEMENTS WILL NOT ATTACH TO LESSOR’S INTEREST IN THE PREMISES. Notwithstanding the above language or any limitations set forth in Section 8. Lessor acknowledges and agrees that Lessee’s changes to the Premises through work performed by licensed contractors to increase the electrical current and output to the back of the Building by approximately 2,000 amps shall constitute Improvements within the meaning of this Section and shall be eligible for, and subject to, the Lessee Improvement Allowance identified below. Lessor shall provide Lessee with an allowance for the performance of the Improvements in a maximum aggregate amount not to exceed the sum of One Hundred Fifty Thousand One Hundred Fifty Dollars ($150,150.00), which is fifty cents (50¢) per rentable square foot of the Premises (the “Lessee Improvement Allowance”) to be used to reimburse Lessee for the hard and soft costs incurred by Lessee to perform (or cause to be performed) the Improvements. All Improvements must be performed in accordance with the terms and conditions set forth in the Original Lease (including, but not limited to, Sections 7.3 and 7.4) and shall be deemed Alterations for all purposes under the Lease. Provided that no Default is then existing, the Lessee Improvement Allowance shall be paid by Lessor to Lessee, from time to time, after December 1, 2018 (but not more often than monthly), to reimburse Lessee for the costs and expenses it incurs to perform the Improvements. Lessor shall pay such reimbursements within twenty (20) days after Lessor’s receipt of written invoices (“Invoices”) evidencing the actual, out-of-pocket hard and soft costs incurred by Lessee, together with conditional waivers of mechanics liens and/or materialman’s liens, executed by all of the contractors, subcontractors, vendors and suppliers (collectively, “Contractors”) that provided those goods, or furnished those services, for the Improvements that are the subject of the current request for a disbursement of a portion of the Lessee Improvement Allowance, together with proof of payment and final lien waivers from all Contractors that provided those goods, or furnished those services, for the Improvements that were the subject of the immediately preceding disbursement of the Lessee Improvement Allowance to Lessee. Lessee shall have until July 31, 2024 (the “Cut Off Date”) to submit Invoices for payment from the Lessee Improvement Allowance. To the extent there is any remaining Lessee Improvement Allowance remaining after the Cut Off Date, such remaining amount of the Lessee Improvement Allowance shall be deemed automatically forfeited by Lessee. Lessee shall have the right to utilize the Lessee Improvement Allowance only for the performance of the Improvements; and Lessee shall not have the right to apply any portion of the Lessee Improvement Allowance to the satisfaction of Lessee’s monetary obligations to Lessor under the Lease. As a condition to the disbursement of the final installment of the Lessee Improvement Allowance, Lessee shall be required to deliver to Lessor: (i) final lien waivers from all Contractors (if and to the extent that such final lien waivers have not yet been delivered to Lessor with respect to the entirety of the services or goods to be provided by each Contractor, respectively, for the performance of the Improvements); (ii) a final general Contractor’s sworn statement, (iii) a certificate of completion for the Improvements signed by Lessee’s general Contractor, (iv) a final certificate of occupancy for the Improvements, and (v) as-built drawings of the Building, reflecting all Improvements and prepared by a duly-licensed engineer. Lessee hereby indemnifies, defends and holds Lessor, its partners and the partners, members, officers, directors, shareholders, employees, agents and representatives of Lessor and its partners (collectively, the “Lessor Indemnified Parties”) from and against any and all liabilities, obligations, causes of action, actual damages, losses, costs and expenses, including, but not limited to legal fees and court costs (collectively, “Losses”) that any or all of the Lessor Indemnified Parties suffers or incurs due to, as a result of, or because of, the performance of the Improvements; provided, however, that Landlord's consent the foregoing indemnity shall not be required where the contemplated work (i) does not include apply to any alteration Losses that are suffered or incurred due to, or as a result of, any willful or intentional acts of the structural components omissions of the Premises, and (ii) will not cost more than Two Hundred Fifty Thousand Dollars ($250,000.00) to complete. In the event Landlord's consent is required, such consent shall not be unreasonably withheld, conditioned or delayed. In all events, Tenant shall provide to Landlord a written description of any alterations (other than alterations involving expenditure of less than $10,000). All alterations, additions and improvements shall be constructed in a good and workmanlike manner by licensed contractors and in compliance with all applicable laws, regulations, CC&R's, zoning ordinances and building codes. Except as provided immediately below, all alterations, additions and improvements constructed in or on the Premises by Tenant shall remain on the Premises without compensation of any kind to Tenant upon expiration of the Term. Tenant shall not be required to remove any of the alterations, additions or improvements made Lessor Indemnified Parties. Lessee shall furnish to the Premises during the Term except only those alterations, additions or improvements requiring Landlord's consent, Lessor such information and evidence as Lessor may reasonably request from time to the extent Landlord conditioned its consent upon removal time to enable Lessor to monitor completion of the subject alteration, addition or improvement by Tenant at the expiration of the Term. With respect to such alterations, additions or improvements only, Tenant upon the written request of Landlord, shall upon the expiration of the Term, remove such alteration, addition or improvement at its cost Improvements and restore the Premises to its condition prior to such alteration, addition or improvement. Tenant shall maintain insurance as required by Section 11.2 covering any improvements, alterations or additions to the Premises made by Tenant under determine Lessee’s compliance with the provisions of this Section 8.1, it being understood and agreed that none of such improvements shall be insured by Landlord8.

Tenant Improvements. 14. The Tenant shall obtain Landlord's may place additions or improvements (“Tenant Improvements”) on the Site provided that the Tenant first obtains written consent prior permission from the Landlord to performing any alteration, addition or improvement on or do so. No Tenant Improvements to the Premises; providedSite – including, howeverby way of example, that and not intended to be all inclusive: park model trailers, cabin and cottage style dwellings, bunk houses, Arizona rooms, covered decks, carports, oversized and additional sheds, gazebos, and the like – are to be of a permanent nature and must be capable of removal with a minimum amount of effort. All landscaping improvements whatsoever, including placement of soil, grass, gravel fill, decorative rock, shrubs, trees and the like, shall become the Landlord's consent ’s property upon placement of the same on the Site and shall not be required where removed by the contemplated work (i) does not include any alteration of Tenant unless directed to do so by the structural components of the Premises, and (ii) will not cost more than Two Hundred Fifty Thousand Dollars ($250,000.00) to complete. In the event Landlord's consent is required, such consent shall not be unreasonably withheld, conditioned or delayed. In all events, Tenant shall provide to Landlord a written description of any alterations (other than alterations involving expenditure of less than $10,000). All alterations, additions and improvements Tenant Improvements placed by the Tenant shall be constructed in a good and workmanlike manner by licensed contractors and in compliance shall be safe for use, and free of danger, to all parties visiting the Site. Such improvements shall comply with all applicable laws, regulationsbylaws and regulations governing them. The Tenant assumes all risk, CC&R'sliability, zoning ordinances and building codescost arising directly or indirectly as a result of the Tenant Improvements including underground line locating or damage thereto. Except as provided immediately belowWhere the Tenant is in breach of these obligations, all alterations, additions and improvements constructed in or on the Premises by Tenant shall remain on the Premises without compensation of any kind to Tenant pay, upon expiration of the Term. Tenant shall not be required to remove any of the alterations, additions or improvements made to the Premises during the Term except only those alterations, additions or improvements requiring Landlord's consentdemand, to the extent Landlord conditioned its consent upon removal for costs incurred by the Landlord remedying the Tenant’s breach of the subject alteration, addition or improvement by their obligations referred to in this paragraph 14. The Tenant at the expiration of the Term. With respect agrees such charge to such alterations, additions or improvements only, Tenant upon the written request of Landlord, shall upon the expiration of the Term, remove such alteration, addition or improvement at its cost be reasonable and restore the Premises to its condition prior to such alteration, addition or improvement. Tenant shall maintain insurance as required by Section 11.2 covering any improvements, alterations or additions to the Premises made by Tenant under the provisions of this Section 8.1, it being understood and agreed that none of such improvements shall be insured by Landlordnot a penalty.

Tenant Improvements. The “Tenant Improvements” shall obtain Landlord's written consent prior mean the interior walls, partitions, doors, door hardware, wall coverings, wall base, counters, lighting fixtures, electrical and telephone wiring (from the point of general supply to performing any alteration, addition or improvement all tenants on or to the Premises; provided, however, that Landlord's consent shall not be required where the contemplated work (i) does not include any alteration floor of the structural components Building upon which the Premises is located), voice and data cabling and wiring for phones and computers, metering (if applicable) and outlets, ceiling grid and tiles, floor and window coverings, HVAC system (from the point of general supply to all tenants on the floor of the PremisesBuilding upon which the Premises is located, and (ii) will not cost more than Two Hundred Fifty Thousand Dollars ($250,000.00) to complete. In as well as supplemental HVAC on the event roof of the Building or other location approved by Landlord's consent is required, such consent shall approval not to be unreasonably withheld, conditioned or delayed), furniture, additional plumbing for the Premises, and other items of general applicability that Tenant desires to be installed in the interior of the Premises. In all events, Tenant shall provide promptly commence and diligently prosecute to Landlord a written description of any alterations (full completion Tenant’s Work in accordance with the Drawings. The parties agree that no demolition work or other than alterations involving expenditure of less than $10,000). All alterations, additions and improvements Tenant’s Work shall be constructed in a good and workmanlike manner by licensed contractors and in compliance with all applicable laws, regulations, CC&R's, zoning ordinances and building codes. Except as provided immediately below, all alterations, additions and improvements constructed in or commenced on the Premises by until such time as Tenant shall remain has provided to Landlord copies of the demolition and building permits required to be obtained from all applicable governmental authorities and all other conditions precedent have been fully satisfied. All materials, work, installations, equipment and decorations of any nature whatsoever brought on or installed in the Premises without compensation of any kind to Tenant upon expiration before the commencement of the Term. Tenant shall not be required to remove any of the alterations, additions Term or improvements made to the Premises during the Term except only those alterationsshall be at Tenant’s risk, additions and neither Landlord nor any party acting on Landlord’s behalf shall be responsible for any damage thereto or improvements requiring Landlord's consentloss or destruction thereof due to any reason or cause whatsoever, to the extent Landlord conditioned its consent upon removal of the subject alteration, addition or improvement excluding by Tenant at the expiration of the Term. With respect to such alterations, additions or improvements only, Tenant upon the written request reason of Landlord, shall upon the expiration of the Term, remove such alteration, addition ’s gross negligence or improvement at its cost and restore the Premises to its condition prior to such alteration, addition willful or improvement. Tenant shall maintain insurance as required by Section 11.2 covering any improvements, alterations or additions to the Premises made by Tenant under the provisions of this Section 8.1, it being understood and agreed that none of such improvements shall be insured by Landlordcriminal misconduct.

Tenant Improvements. Tenant Landlord shall obtain Landlord's written consent prior to performing any alterationconstruct and, addition or improvement on or except as provided below to the Premises; providedcontrary, however, pay for the entire cost of constructing the tenant improvements (“Tenant Improvements”) described by the plans and specifications identified in Schedule “1” attached hereto (the “Plans”) including all shown Alternates with exception of Alternate #9. Tenant may request changes to the Plans provided that Landlord's consent (a) the changes shall not be required where of a lesser quality than Landlord’s standard specifications for tenant improvements for the contemplated work Building, as the same may be changed from time to time by Landlord (ithe “Standards”); (b) does the changes conform to applicable governmental regulations and necessary governmental permits and approvals can be secured; (c) the changes do not include require building service beyond the levels normally provided to other tenants in the Building; (d) the changes do not have any alteration adverse affect on the structural integrity or systems of the structural components Building; (e) the changes will not, in Landlord’s opinion, unreasonably delay construction of the Premises, Tenant Improvements; and (iif) will not cost more than Two Hundred Fifty Thousand Dollars ($250,000.00) Landlord has determined in its sole discretion that the changes are of a nature and quality consistent with the overall objectives of Landlord for the Building. If Landlord approves a change requested by Tenant, then, as a condition to complete. In the event effectiveness of Landlord's consent is required, such consent shall not be unreasonably withheld, conditioned or delayed. In all events’s approval, Tenant shall provide pay to Landlord a written description of upon demand by Landlord the increased cost attributable to such change, as reasonably determined by Landlord. To the extent any alterations (other than alterations involving expenditure of less than $10,000). All alterations, additions and improvements shall be constructed such change results in a good and workmanlike manner by licensed contractors and in compliance with all applicable lawsdelay of completion of construction of the Tenant Improvements, regulations, CC&R's, zoning ordinances and building codes. Except as provided immediately below, all alterations, additions and improvements constructed in or on the Premises then such delay shall constitute a delay caused by Tenant shall remain on the Premises without compensation of any kind to Tenant upon expiration of the Term. Tenant shall not be required to remove any of the alterations, additions or improvements made to the Premises during the Term except only those alterations, additions or improvements requiring Landlord's consent, to the extent Landlord conditioned its consent upon removal of the subject alteration, addition or improvement by Tenant at the expiration of the Term. With respect to such alterations, additions or improvements only, Tenant upon the written request of Landlord, shall upon the expiration of the Term, remove such alteration, addition or improvement at its cost and restore the Premises to its condition prior to such alteration, addition or improvement. Tenant shall maintain insurance as required by Section 11.2 covering any improvements, alterations or additions to the Premises made by Tenant under the provisions of this Section 8.1, it being understood and agreed that none of such improvements shall be insured by Landlorddescribed below.

Tenant Improvements. Landlord shall complete the tenant improvements, if any, described on Exhibit “E” (the “Tenant Improvements”). The term “Substantially Completed” or any grammatical variation thereof, when used in this Lease, shall mean that the Tenant Improvements have been completed with the exception of punch list items which can be fully completed subsequent to the Commencement Date without material interference with Tenant’s activities. Tenant’s taking possession of the Premises shall be conclusive evidence of Tenant’s receipt of the Premises and of the Tenant Improvements being Substantially Completed and in good and satisfactory order, condition and repair. Tenant shall obtain have thirty (30) days from the Delivery Date to submit to Landlord's written consent prior , its punch list and Landlord shall, thereafter, use diligent efforts to performing any alteration, addition or improvement on or perform such work as may be necessary to complete same in an expeditious manner. Except with respect to the Premises; providedinitial Tenant Improvements, howeverLandlord shall have the right to include, that Landlord's consent as a cost of any work performed on behalf of Tenant, or at the request of Tenant, a construction management fee on all Tenant Improvements (the “Construction Management Fee”). Such fee shall not be required where the contemplated work exceed five percent (i5%) does not include any alteration of the structural components total cost of the Premises, and (ii) will not cost more than Two Hundred Fifty Thousand Dollars ($250,000.00) to completeTenant Improvements. In the event Landlord's consent is required, such consent shall not be unreasonably withheld, conditioned or delayed. In all events, Tenant shall provide to Landlord a written description of any alterations (other than alterations involving expenditure of less than $10,000). All alterations, additions and improvements shall be constructed in a good accordance with plans and workmanlike manner specifications prepared by duly licensed contractors and design professionals selected or approved by Landlord, in compliance with all the building code and other applicable laws, regulations, CC&R's, zoning ordinances and building codeslaw. Except as provided immediately below, all alterations, additions and improvements constructed in or on the Premises by Tenant shall remain on the Premises without compensation of any kind to Tenant upon expiration of the Term. Tenant Landlord shall not be required subject to remove any liability for failure to give possession of the alterations, additions or improvements made to the Premises during the Term except only those alterations, additions or improvements requiring Landlord's consent, to the extent Landlord conditioned its consent upon removal of the subject alteration, addition or improvement by Tenant at the expiration of the Term. With respect to such alterations, additions or improvements only, Tenant upon the written request of Landlord, shall upon the expiration of the Term, remove such alteration, addition or improvement at its cost and restore the Premises to its condition prior Tenant or to such alteration, addition cause the Tenant Improvements to be Substantially Completed on or improvement. Tenant shall maintain insurance as required by Section 11.2 covering any improvements, alterations or additions to the Premises made by Tenant under the provisions of this Section 8.1, it being understood and agreed that none of such improvements shall be insured by Landlorda specific date.

Tenant Improvements. Landlord shall construct certain improvements in the Second Additional Premises, the Third Additional Premises and the Existing Premises (the “Tenant Improvements”) in accordance with the attached Work Letter. In addition, Landlord shall deliver vacant, broom-clean possession of the Second Additional Premises with the following systems serving such premises in good working order, and as of the Third Additional Premises Commencement Date, the following systems serving such premises shall be in good working order: (i) electrical and lighting; (ii) fire protection systems; and (iii) fixtures, plumbing, roof and HVAC. Notwithstanding anything to the contrary in this Amendment, Tenant’s acceptance of the Second Additional Premises and the Third Additional Premises shall not be deemed a waiver of Tenant’s right to have defects in the foregoing repaired at no cost to Tenant as more particularly described in the next sentence. Tenant shall obtain Landlord's notify Landlord of such defects in writing within twelve (12) months after the applicable Commencement Date for such premises, and in each case, Landlord shall promptly commence repair of all such defects upon written consent prior to performing any alterationnotice from Tenant, addition or improvement on or to the Premises; provided, however, that Landlord's consent Landlord shall have no obligation to correct defects not reported to Landlord in writing within the applicable time period set forth above; provided further that the foregoing is not intended to and shall not be required where deemed as a limitation of Landlord’s on-going repair and maintenance obligation under the contemplated work (i) does not include any alteration Lease as amended hereby. Notwithstanding anything in the Lease to the contrary, provided the same are generally in keeping with Building standards and are consistent with Tenant’s permitted use or the interior improvements of the structural components of the PremisesExisting Premises and Suite 150, and (ii) will not cost more than Two Hundred Fifty Thousand Dollars ($250,000.00) to complete. In the event Landlord's consent is required, such consent shall not be unreasonably withheld, conditioned or delayed. In all events, Tenant shall provide to Landlord a written description of any alterations (other than alterations involving expenditure of less than $10,000). All alterations, additions and improvements shall be constructed in a good and workmanlike manner by licensed contractors and in compliance with all applicable laws, regulations, CC&R's, zoning ordinances and building codes. Except as provided immediately below, all alterations, additions and improvements constructed in or on the Premises by Tenant shall remain on the Premises without compensation of any kind to Tenant upon expiration of the Term. Tenant shall not be required to remove any of the alterations, additions or improvements made to the Premises during the Term except only those alterations, additions or improvements requiring Landlord's consent, to the extent Landlord conditioned its consent upon removal of the subject alteration, addition or improvement by Tenant Improvements at the expiration or sooner termination of the Term. With respect to such alterationsLease, additions or improvements only, Tenant upon the written request of Landlord, shall upon the expiration of the Term, remove such alteration, addition or improvement at its cost and restore the Premises to its condition prior to such alteration, addition or improvement. Tenant shall maintain insurance as required by Section 11.2 covering any improvements, alterations or additions to the Premises made by Tenant under the provisions of this Section 8.1, it being understood and agreed that none of such improvements shall be insured by Landlordamended hereby.

Tenant Improvements. Landlord shall provide Tenant an allowance of $124,915 in consideration of Tenant’s cost of repainting and recarpeting the Leased Premises, construction of five additional offices, phone/data cabling, relocation expenses, adding add an auxiliary HVAC unit to serve voice and/or data equipment room. Tenant Improvement allowance shall be paid by Landlord within thirty (30) days of Tenant’s written request which shall include copies of paid invoices and notarized lien waivers from vendors performing work for Tenant. Tenant shall obtain Landlord's written consent prior not make or allow to performing be made any alteration, addition alterations or improvement on physical additions in or to the PremisesLeased Premises without first obtaining the written consent of Landlord, which consent may in the sole and absolute discretion of Landlord be denied. Any alterations, physical additions or improvements to the Leased Premises made by Tenant shall at once become the property of Landlord and shall be surrendered to Landlord upon the termination of this Lease; provided, however, that Landlord's consent shall not be required where the contemplated work (i) does not include any alteration of the structural components of the Premises, and (ii) will not cost more than Two Hundred Fifty Thousand Dollars ($250,000.00) to complete. In the event Landlord's consent is requiredat its option, such consent shall not be unreasonably withheld, conditioned or delayed. In all events, may require Tenant shall provide to Landlord a written description of any alterations (other than alterations involving expenditure of less than $10,000). All alterations, additions and improvements shall be constructed in a good and workmanlike manner by licensed contractors and in compliance with all applicable laws, regulations, CC&R's, zoning ordinances and building codes. Except as provided immediately below, all alterations, additions and improvements constructed in or on the Premises by Tenant shall remain on the Premises without compensation of any kind to Tenant upon expiration of the Term. Tenant shall not be required to remove any of physical additions other than the alterations, additions or improvements made five offices and the auxiliary HVAC unit serving voice and/or data room and/or repair any alterations in order to restore the Leased Premises to the Premises during condition existing at the Term except only those alterationstime Tenant took possession, additions all costs of removal and/or alterations to be borne by Tenant. This clause shall not apply to moveable equipment or improvements requiring Landlord's consentfurniture owned by Tenant, to the extent Landlord conditioned its consent upon removal of the subject alteration, addition or improvement which may be removed by Tenant at the expiration end of the Term. With respect Term if Tenant is not then in default and if such equipment and furniture are not then subject to such alterationsany other rights, additions or improvements only, Tenant upon the written request liens and interest of Landlord, shall upon the expiration of the Term, remove such alteration, addition or improvement at its cost and restore the Premises to its condition prior to such alteration, addition or improvement. Tenant shall maintain insurance as required by Section 11.2 covering any improvements, alterations or additions to the Premises made by Tenant under the provisions of this Section 8.1, it being understood and agreed that none of such improvements shall be insured by Landlord.

Tenant Improvements. Tenant Lessee shall obtain Landlord's written consent prior to performing any alteration, addition or improvement on or accept the Premises in "as-is" condition and Lessee may make such alterations and modifications to the Premises; provided, however, that Landlord's consent shall not be required where the contemplated work (i) does not include any alteration of the structural components Premises as it requires for its initial occupancy of the Premises, provided that Lessor may provide that the Premises be returned to their original configuration to the extent that Lessee makes changes to the building exterior, windows or structural systems in performing said initial work. Landlord shall give Lessee notice six (6) months before the lease expiration of any such requirement by Lessor. For any and all improvements constructed after the first six (ii6) will not cost more than Two Hundred Fifty Thousand Dollars ($250,000.00) months following Lessee's occupancy of the Premises, Lessor shall have the right to completerequire that such later changes must also be returned to original condition by Lessee. In the event Landlord's consent is requiredcase of such later improvements, Lessee shall submit plans depicting such consent shall not work to Lessor at least ten (10) days prior to the proposed commencement date of the work. Prior to the commencement of any such work Lessor will confirm with Lessee whether Lessor requires the area affected by said work to be unreasonably withheld, conditioned or delayedrestored to original condition. In all eventsno event will Lessee be permitted to perform work which will result in the floor area of the Premises being increased without the prior written consent of Lessor, Tenant shall provide which consent may be withheld at Lessor's sole discretion. In connection with approved subleases or assignments for a portion of the Premises pursuant to Landlord a written description Paragraph 12 of any alterations (other than alterations involving expenditure of less than $10,000). All alterationsthe Lease, additions Lessee may subdivide the space and improvements shall be constructed in a good build out separate distinct suites with their own ingress and workmanlike manner by licensed contractors and egress to the common areas in compliance with all applicable laws, regulations, CC&R's, zoning ordinances city codes and building codes. Except as provided immediately below, all alterations, additions and improvements constructed in or on the Premises by Tenant shall remain on the Premises without compensation of any kind expressly subject to Tenant upon expiration Lessor's prior written approval of the Termplans for such improvements. Tenant shall not be required to remove any of the alterations, additions or improvements made All alterations and modifications to the Premises during are conditioned upon Lessee's acquiring a permit to do so from the Term except only those alterationsappropriate governmental agencies, additions or improvements requiring Landlord's consent, the furnishing of a copy thereof to the extent Landlord conditioned its consent upon removal Lessor prior to commencement of the subject alteration, addition or improvement by Tenant at work and the expiration compliance of the Term. With respect to such alterations, additions or improvements only, Tenant upon the written request Lessee with all conditions of Landlord, shall upon the expiration of the Term, remove such alteration, addition or improvement at its cost said permits in a prompt and restore the Premises to its condition prior to such alteration, addition or improvement. Tenant shall maintain insurance as required by Section 11.2 covering any improvements, alterations or additions to the Premises made by Tenant under the provisions of this Section 8.1, it being understood and agreed that none of such improvements shall be insured by Landlordexpeditious manner.

Tenant Improvements. Notwithstanding the fact that the Commencement Date of this Lease does not occur until the date set forth in Paragraph 2.b. above, following Delivery, Tenant shall obtain Landlord's written consent commence construction of the improvements Tenant desires to make in the Premises prior to performing any alterationTenant’s initial occupancy (the “Tenant Improvements”). For avoidance of doubt, addition or improvement on or to the Premises; provided, however, that Landlord's consent shall not be required where the contemplated work (i) does the Tenant Improvements shall consist of interior improvements necessary to facilitate the use by Tenant of the Premises for the use(s) permitted hereunder, and shall not include the installation of Building Systems or the modification of same; and (ii) Tenant is not acting as the agent of Landlord in its construction efforts and not performing any alteration work of improvements within the Premises on behalf of Landlord. During the portion of the structural components Construction Period following Delivery and prior to the Commencement Date, all of the Premisesprovisions of the Lease shall apply to the activities of Tenant and its contractors, suppliers, employees and agents in the Premises and the Building, except that (i) no rent shall be due or accrue under this Lease prior to the date Tenant’s free rent under Paragraph 2.c. above has expired, and (ii) during the Construction Period, Tenant’s liability under this Lease for acts or failures to act will not cost more than Two Hundred Fifty Thousand Dollars be limited as described in Paragraph 25.b.6. below. Except as otherwise expressly provided in this Paragraph 4 or Paragraph 9 below, all of the provisions of Paragraph 9 below ($250,000.00entitled “Alterations and Restoration”) shall apply to completethe construction of the Tenant Improvements. In Notwithstanding anything to the event contrary herein, the Alteration Operations Fee provided for in Paragraph 9.a. below shall be inapplicable to the construction of the initial Tenant Improvements and the Construction Management Fee provided for in Paragraph 4.e.iii. below shall instead apply. The architect selected by Tenant to prepare the plans and specifications and the general contractor selected by Tenant for the construction of the initial Tenant Improvements (“Tenant’s Contractor”) shall be subject to Landlord's consent is required’s prior written approval, such consent which shall not be unreasonably withheld, conditioned or delayed. In order to facilitate Tenant’s design of the Tenant Improvements, on or before May 15, 2011, Landlord shall submit to Tenant Building plans and specifications described as “permit and pricing documents” prepared by RMW Architects and its consultants, dated on or about April 28, 2011, in the form of an AutoCad compatible drawing file (“Base Building Plans”) as well as a complete and current copy of all eventsrules, regulations, instructions and procedures promulgated by Landlord with respect to design and/or construction of improvements within the Building, including contractor and insurance requirements (“Building Requirements”) sufficient to allow Tenant shall provide to Landlord a written description complete Tenant’s plans for the Tenant Improvements. Subject to Landlord’s reasonable approval of any alterations the plans and specifications for the Tenant Improvements in accordance with the provisions of Paragraph 9.a. below (other than alterations involving expenditure of less than $10,000). All alterations, additions and improvements shall be constructed in a good and workmanlike manner by licensed contractors and in compliance provided that the work complies with all applicable lawsLegal Requirements) the Tenant Improvements may include, regulationswithout limitation, CC&R's, zoning ordinances and building codes. Except as provided immediately below, all alterations, additions and improvements constructed in or on the Premises by Tenant shall remain on the Premises without compensation of any kind to Tenant upon expiration of the Term. Tenant shall not be required to remove any of the alterations, additions or improvements made to the Premises during the Term except only those alterations, additions or improvements requiring Landlord's consent, to the extent Landlord conditioned its consent upon removal of the subject alteration, addition or improvement by Tenant at the expiration of the Term. With respect to such alterations, additions or improvements only, Tenant upon the written request of Landlord, shall upon the expiration of the Term, remove such alteration, addition or improvement at its cost and restore the Premises to its condition prior to such alteration, addition or improvement. Tenant shall maintain insurance as required by Section 11.2 covering any improvements, alterations or additions to the Premises made by Tenant under the provisions of this Section 8.1, it being understood and agreed that none of such improvements shall be insured by Landlord.following:

Tenant Improvements. A. Any and all improvements to and remodeling of the Leased Premises required of Tenant pursuant to this Lease or otherwise (the "Tenant Improvements") including, without limitation, the initial Tenant Improvements (hereinafter defined), shall be performed (i) by Tenant at Tenant's sole cost and expense, (ii) in accordance with plans and specifications approved in writing in advance by Landlord, which approval shall not be unreasonably withheld or delayed, and the terms of this Lease, (iii) in a first-class workmanlike manner with first-class materials, (iv) by duly qualified or licensed persons and (v) without interference with the operation of Landlord or other occupants of the Shopping Center. Upon receipt of Landlord's written approval of such plans and specifications, Tenant shall promptly commence and diligently pursue to completion the construction of the initial Tenant Improvements. To the extent any part of any Tenant Improvements is not shown on the approved plans or is a change from the approved plans, Tenant must obtain Landlord's prior written consent prior to performing any alterationconsent, addition or improvement on or to the Premises; provided, however, that Landlord's consent shall not be required where the contemplated work (i) does not include any alteration of the structural components of the Premises, and (ii) will not cost more than Two Hundred Fifty Thousand Dollars ($250,000.00) to complete. In the event Landlord's consent is required, such which consent shall not be unreasonably withheld, conditioned withheld or delayed. In all events, If Tenant shall provide enter the Leased Premises prior to Landlord a written description of any alterations (other than alterations involving expenditure of less than $10,000). All alterationsthe Commencement Date, additions and improvements shall be constructed in a good and workmanlike manner by licensed contractors and in compliance with all applicable laws, regulations, CC&R's, zoning ordinances and building codes. Except as provided immediately below, all alterations, additions and improvements constructed in or on the Premises by then Tenant shall remain on perform all duties and obligations imposed by this Lease including, without limitation, the Premises without compensation obligation to pay all Utility Charges, but excepting its obligation to pay Minimum Rent, Percentage Rent, Tax Rent, Tenant's Proportionate Share of any kind to Tenant upon expiration of the Term. Tenant shall not be required to remove any of the alterations, additions or improvements made to the Premises during the Term except only those alterations, additions or improvements requiring Landlord's consent, to Operating Costs all of which shall accrue from and after the extent Landlord conditioned its consent upon removal of the subject alteration, addition or improvement by Tenant at the expiration of the Term. With respect to such alterations, additions or improvements only, Tenant upon the written request of Landlord, shall upon the expiration of the Term, remove such alteration, addition or improvement at its cost and restore the Premises to its condition prior to such alteration, addition or improvement. Tenant shall maintain insurance as required by Section 11.2 covering any improvements, alterations or additions to the Premises made by Tenant under the provisions of this Section 8.1, it being understood and agreed that none of such improvements shall be insured by LandlordCommencement Date.

Tenant Improvements. Tenant shall obtain Landlord's written consent prior not make or allow to performing be made any alterationalterations, addition physical additions or improvement on improvements in or to the PremisesLeased Premises without first obtaining the written consent of Landlord, which consent may in the sole and absolute discretion of Landlord be denied. Any alterations, physical additions or improvements to the Leased Premises made by or installed by either party hereto shall remain upon and be surrendered with the Leased Premises and become the property of Landlord upon the expiration or earlier termination of this Lease without credit to Tenant; provided, however, that Landlord's consent shall not be required where the contemplated work (i) does not include any alteration of the structural components of the Premises, and (ii) will not cost more than Two Hundred Fifty Thousand Dollars ($250,000.00) to complete. In the event Landlord's consent is requiredat its option, such consent shall not be unreasonably withheld, conditioned or delayed. In all events, may require Tenant shall provide to Landlord a written description of any alterations (other than alterations involving expenditure of less than $10,000). All alterations, additions and improvements shall be constructed in a good and workmanlike manner by licensed contractors and in compliance with all applicable laws, regulations, CC&R's, zoning ordinances and building codes. Except as provided immediately below, all alterations, additions and improvements constructed in or on the Premises by Tenant shall remain on the Premises without compensation of any kind to Tenant upon expiration of the Term. Tenant shall not be required to remove any of physical improvements or additions and/or repair any alterations in order to restore the alterations, additions or improvements made Leased Premises to the Premises during condition existing at the Term except only those alterationstime Tenant took possession, additions all costs of removal and/or alterations to be borne by Tenant. This clause shall not apply to moveable equipment, furniture or improvements requiring Landlord's consentmoveable trade fixtures owned by Tenant, to the extent Landlord conditioned its consent upon removal of the subject alteration, addition or improvement which may be removed by Tenant at the expiration end of the Term. With respect term of this Lease if Tenant is not then in default and if such equipment and furniture are not then subject to such alterationsany other rights, additions or improvements only, Tenant upon the written request liens and interests of Landlord, shall upon the expiration of the Term, remove such alteration, addition or improvement at its cost and restore the Premises to its condition prior to such alteration, addition or improvement. Tenant shall maintain insurance as required have no authority or power, express or implied, to create or cause any mechanic's or materialmen's lien, charge or encumbrance of any kind against the Leased Premises, the Property or any portion thereof. Tenant shall promptly cause any such liens that have arisen by Section 11.2 covering reason of any improvementswork claimed to have been undertaken by or through Tenant to be released by payment, alterations bonding or additions to the Premises made by Tenant under the provisions of this Section 8.1, it being understood and agreed that none of such improvements shall be insured otherwise after request by Landlord, and shall indemnify Landlord against losses arising out of any such claim (including, without I imitation, regal fees and court costs).

Tenant Improvements. Tenant Landlord is providing the Premises in its current “AS IS” condition, without representation or warranty of any kind. Landlord shall obtain Landlord's written consent prior have no obligation to performing make any alteration, addition modifications or improvement on or alterations to the Premises. Landlord acknowledges that Tenant intends to construct certain improvements in the Premises (the “Tenant Improvements”). The costs of the Tenant Improvements shall be paid by Tenant; provided, however, that Landlord shall make available to Tenant an allowance of up to $28,000.00 (the “Allowance”). Upon receipt of paid receipt invoices, lien waivers, and any other information or documentation reasonably requested by Landlord's consent , Landlord shall reimburse Tenant from the Allowance for Tenant’s actual costs relating to the construction of the Tenant Improvements. The Allowance may not be required where used to offset Rent, or to reimburse Tenant for any costs or expenses not directly related to the contemplated work construction of the Tenant Improvements. The Tenant Improvements shall be constructed (i) does not include any alteration of in accordance with the structural components of the Premisesplans and specifications that have been approved by Landlord in writing, and (ii) will not cost more than Two Hundred Fifty Thousand Dollars ($250,000.00) to complete. In the event Landlord's consent is required, such consent shall not be unreasonably withheld, conditioned or delayed. In all events, Tenant shall provide to Landlord a written description of any alterations (other than alterations involving expenditure of less than $10,000). All alterations, additions and improvements shall be constructed in a good and workmanlike manner by licensed contractors using only new and first-grade materials, (iii) in compliance with all other applicable provisions in the Lease, and (iv) in compliance with all applicable governmental laws, ordinances, rules and regulations. If the cost of the Tenant Improvements exceeds the Allowance, CC&R's, zoning ordinances and building codes. Except as provided immediately below, all alterations, additions and improvements constructed in or on the Premises by Tenant shall remain on have sole responsibility for the Premises without compensation payment of any kind to Tenant upon expiration such excess cost. If the cost of the Term. Tenant’s Improvements is less than the Allowance, Tenant shall not be required entitled to remove any payment or credit for such excess amount. To the extent any portion of the alterationsAllowance has not been advanced to Tenant by March 1, additions or improvements made to 2009, the Premises during the Term except only those alterations, additions or improvements requiring Landlord's consent, to the extent Landlord conditioned its consent upon removal remaining portion of the subject alteration, addition or improvement by Tenant at the expiration Allowance as of the Term. With respect said date shall be forfeited to such alterations, additions or improvements only, Tenant upon the written request of Landlord, shall upon the expiration of the Term, remove such alteration, addition or improvement at its cost and restore the Premises to its condition prior to such alteration, addition or improvement. Tenant shall maintain insurance as required by Section 11.2 covering be solely responsible for the costs of any improvements, alterations or additions to the Premises made by Tenant under the provisions of this Section 8.1, it being understood Improvements on and agreed that none of such improvements shall be insured by Landlordafter said date.

Tenant Improvements. (a) Tenant, at Tenant's sole expense, but subject to receipt of the Tenant Improvement Allowance (defined below), shall be solely responsible for construction of all leasehold improvements in the Premises shown on the Plans and Specifications (defined below) (the "Tenant Improvements"). Tenant shall obtain Landlord's written consent prior to performing any alteration, addition or improvement on or to enter into a contract with a general contractor (the Premises; provided, however, that Landlord's consent "General Contractor") for all Tenant Improvements. The General Contractor and all subcontractors shall not be required where the contemplated work (i) does not include any alteration abide by the Landlord's rules and regulations, a copy of the structural components of the Premises, and which is attached to this Amendment as Exhibit C; (ii) will not cost more than Two Hundred Fifty Thousand Dollars carry insurance covering Landlord as an insured party with such coverages and in such amounts as Landlord may then reasonably require and with carriers reasonably acceptable to Landlord to insure Landlord against liability for injury, death or damage for the Tenant Improvements done by the General Contractor and subcontractors; and ($250,000.00iii) be subject to complete. In the event Landlord's consent is requiredprior written approval, such consent which shall not be unreasonably withheld, conditioned or delayed. Tenant shall indemnify and hold harmless Landlord from and against all liability, cost, expense and damages caused as a result of Tenant's, its General Contractor's or subcontractors' activities in constructing the Tenant Improvements, except that the foregoing indemnity shall not cover any amount arising from the negligence or willful misconduct of Landlord or its agents. In all eventsconnection with construction of the Tenant Improvements, Tenant shall provide to Landlord a written description comply with all provisions of any alterations (other than alterations involving expenditure of less than $10,000)the Lease and this Amendment. All alterations, additions and improvements Tenant Improvements shall be constructed performed in accordance with the Plans and Specifications, lien-free, in accordance with all laws and regulations, and in a good and workmanlike manner by licensed contractors and in compliance with all applicable laws, regulations, CC&R's, zoning ordinances and building codesmanner. Except as provided immediately below, all alterations, additions and improvements constructed in or on the Premises by In no event will Tenant shall remain on the Premises without compensation of any kind to Tenant upon expiration of the Term. Tenant shall not be required to remove any of the alterations, additions or improvements made to the Premises during the Term except only those alterations, additions or improvements requiring Landlord's consent, to the extent Landlord conditioned its consent upon removal of the subject alteration, addition or improvement by Tenant at the expiration of the Term. With respect to such alterations, additions or improvements only, Tenant upon the written request of Landlord, shall upon the expiration of the Term, remove such alteration, addition or improvement at its cost and restore the Premises to its condition prior to such alteration, addition or improvement. Tenant shall maintain insurance as required by Section 11.2 covering any improvements, alterations or additions to the Premises made by Tenant liable under the provisions of this Section 8.19(a) for any consequential, it being understood and agreed that none of such improvements shall be insured by Landlordor punitive damages.

Tenant Improvements. Landlord shall deliver the expansion space to Tenant in an “As-Is” condition upon execution of this Lease Amendment, except as noted in this Section 6. All basic utilities to Expansion Space (electric, gas and water to interior) shall be taken out of Landlord name and Tenant shall establish all services needed starting on May 15, 2006. Landlord shall warranty the good operating condition of the HVAC, electrical, and plumbing systems to Expansion Space for the first ninety (90) days from December 1, 2006, except malfunctions due to Tenant TI work, which will then be Tenant’s responsibility for repair. The roof system for Expansion space shall be warrantied by Landlord through the first substantial rain period after December 1, 2006. Tenant shall be allowed to perform Tenant Improvements as listed in Exhibit 3 – Tenant Improvement List. Tenant shall obtain Landlord's written consent prior to performing any alteration, addition or improvement on or to all necessary permits and licenses from the Premises; provided, however, that Landlord's consent shall not be required where the contemplated work (i) does not include any alteration of the structural components of the PremisesCity for said improvements, and (ii) will not cost more than Two Hundred Fifty Thousand Dollars ($250,000.00) shall hire a licensed and insured contractor to completeperform all tenant improvement work. In the event Tenant agrees to provide Landlord with copies of all permits obtained for all improvements, as well as “As-Built” plans, contracts and specifications, for Landlord's consent is required, such consent shall not be unreasonably withheld, conditioned or delayed. In all events, Tenant shall provide to Landlord a written description of any alterations (other than alterations involving expenditure of less than $10,000). All alterations, additions and improvements shall be constructed in a good and workmanlike manner by licensed contractors and in compliance with all applicable laws, regulations, CC&R's, zoning ordinances and building codes. Except as provided immediately below, all alterations, additions and improvements constructed in or on the Premises by Tenant shall remain on the Premises without compensation of any kind to Tenant upon expiration of the Term’s files. Tenant shall not be required to remove any of the alterations, additions or improvements made to the Premises during the Term except only those alterations, additions or improvements requiring Landlord's consent, to the extent Landlord conditioned its consent upon removal of the subject alteration, addition or improvement by Tenant at the expiration of the Term. With respect to such alterations, additions or improvements only, Tenant upon the written request of Landlord, shall upon the expiration of the Term, remove such alteration, addition or improvement at its cost and restore the Premises Expansion Space provided that Landlord has consented in writing to its condition prior to such alteration, addition or improvement. Tenant shall maintain insurance as required by Section 11.2 covering any improvements, alterations or additions to the Premises made by Tenant under the provisions of this Section 8.1, it being understood and agreed that none of all such improvements shall lo be insured made in Expansion Space, and/or in Original Space / Premises already leased by Landlord.Tenant. Initial Here: 3 Initial Here:

Tenant Improvements. Landlord, at Landlord’s expense on a turnkey basis, shall construct improvements to the Premises (the “Tenant Improvements”) in substantial accordance with the revised space plan and pricing notes prepared by Xxxxx Xxxxxx dated January 3, 2012, as revised on January 30, 2012, February 2, 2012 and April 13, 2012, respectively, attached hereto as Exhibit A and incorporated herein by reference, the said space plan and pricing notes being hereinafter referred to as the “Plans”. However, if Tenant requests any changes to the Plans, which changes are subject to Landlords prior approval, and if Landlord approves and makes such changes, and if such changes increase the cost of the Tenant Improvements, then in such case Tenant shall obtain Landlord's written consent prior to performing any alterationreimburse Landlord for the increased costs incurred in making such changes, addition or improvement on or to including, without limitation, increased architectural, labor, materials and contractors’ costs, within ten (10) days after receipt of an invoice for the Premises; providedsame, howeverand if such changes delay the completion of such Tenant Improvements, that Landlord's consent such delay shall not be required where deemed a delay caused by Tenant. Except for the contemplated work (i) does not include any alteration foregoing Tenant Improvements, Tenant shall accept the Premises for the remainder of the structural components current term, the Third Extended Term and any renewal or extension thereof, in “as is” condition, and Landlord shall have no obligation to upfit or improve the same or provide any allowance therefor. Tenant acknowledges and agrees that the construction of the Tenant Improvements may cause interference with Tenant’s use of the Premises, and (ii) will not cost more than Two Hundred Fifty Thousand Dollars ($250,000.00) to complete. In the event Landlord's consent is required, but such consent interference shall not be unreasonably withheldoperate to cause Annual or Monthly Base Rent or any other charge under the Lease, conditioned or delayed. In all events, Tenant shall provide to Landlord a written description of any alterations (other than alterations involving expenditure of less than $10,000). All alterations, additions and improvements shall be constructed in a good and workmanlike manner as amended by licensed contractors and in compliance with all applicable laws, regulations, CC&R's, zoning ordinances and building codes. Except as provided immediately below, all alterations, additions and improvements constructed in or on the Premises by Tenant shall remain on the Premises without compensation of any kind to Tenant upon expiration of the Term. Tenant shall not be required to remove any of the alterations, additions or improvements made to the Premises during the Term except only those alterations, additions or improvements requiring Landlord's consentthis Fifth Amendment, to the extent Landlord conditioned its consent upon removal of the subject alteration, addition xxxxx or improvement by Tenant at the expiration of the Term. With respect to such alterations, additions cause a constructive eviction or improvements only, Tenant upon the written request a breach of Landlord, shall upon the expiration ’s covenant of the Term, remove such alteration, addition or improvement at its cost and restore the Premises to its condition prior to such alteration, addition or improvement. Tenant shall maintain insurance as required by Section 11.2 covering any improvements, alterations or additions to the Premises made by Tenant under the provisions of this Section 8.1, it being understood and agreed that none of such improvements shall be insured by Landlordquiet enjoyment.

Tenant Improvements. The Fifth Expansion Space shall be delivered by ------------------- Landlord to Tenant in its "as-is" broom-clean condition with existing carpet as of the Fifth Expansion Space Commencement Date, except as provided in Sections 2(b) and 3 above, without any representations or warranties of any kind. Tenant agrees and acknowledges that Landlord shall have no obligation to make any repairs or improvements whatsoever to the Fifth Expansion Space (or the Building or any portion of the Existing Premises), except that Landlord shall: (i) provide all electrical, plumbing, HVAC and roof systems within the Fifth Expansion Space in good working condition as of the Fifth Expansion Space Commencement Date, (ii) repaint the interior of the Fifth Expansion Space, and (iii) provide to Tenant the "Tenant Improvement Allowance" (as described in the ---------------------------- "Tenant Improvement Agreement" attached hereto as Exhibit B), subject to the ---------------------------- --------- terms and conditions set forth in the Tenant Improvement Agreement (including the increase to the Fifth Expansion Space Base Monthly Rent described therein if Tenant uses any portion of the Tenant Improvement Allowance). Except as expressly noted above, Tenant shall obtain Landlord's written consent prior be solely responsible for performing all other improvements within the Building and the Fifth Expansion Space that are desired by Tenant or which are necessary to performing any alteration, addition or improvement on or to comply with applicable Laws. Tenant further agrees and acknowledges that the Premises; provided, however, that Landlord's consent Fifth Expansion Space Commencement Date shall not be required where dependent upon the contemplated work (i) does not include any alteration completion of the structural components of the Premises, and (ii) will not cost more than Two Hundred Fifty Thousand Dollars ($250,000.00) to complete. In the event Landlord's consent is required, such consent shall not be unreasonably withheld, conditioned or delayed. In all events, Tenant shall provide to Landlord a written description of any alterations (other than alterations involving expenditure of less than $10,000). All alterations, additions and improvements shall be constructed in a good and workmanlike manner by licensed contractors and in compliance with all applicable laws, regulations, CC&R's, zoning ordinances and building codes. Except as provided immediately below, all alterations, additions and improvements constructed in or on the Premises by Tenant shall remain on the Premises without compensation of any kind to Tenant upon expiration of the Term. Tenant shall not be required to remove any of the alterations, additions foregoing repairs or improvements made to the Premises during the Term except only (including those alterations, additions or improvements requiring which are Landlord's consent, to the extent Landlord conditioned its consent upon removal of the subject alteration, addition or improvement by Tenant at the expiration of the Term. With respect to such alterations, additions or improvements only, Tenant upon the written request of Landlord, shall upon the expiration of the Term, remove such alteration, addition or improvement at its cost and restore the Premises to its condition prior to such alteration, addition or improvement. Tenant shall maintain insurance as required by Section 11.2 covering any improvements, alterations or additions to the Premises made by Tenant under the provisions of this Section 8.1, it being understood and agreed that none of such improvements shall be insured by Landlord.responsibility

Tenant Improvements. Tenant shall obtain Landlord's written consent prior to performing 6.1 Except as expressly provided herein, any alteration, addition or improvement on or tenant improvements to the Premises; providedPremises shall be constructed by Sublessee in accordance with the terms of Exhibit B to the Lease (the "Tenant Improvement Agreement"). Sublessee shall submit to Landlord complete, however, that Landlord's consent finished drawings and specifications (the "Plans") for the tenant improvements to be constructed by Sublessee (the "Tenant Improvements") together with a proposed schedule for completion. The Plans shall not reflect and be required where the contemplated work in accordance with (i) does not include any alteration of the structural components of the Premisesa space plan approved by Landlord, and (ii) will not cost more than Two Hundred Fifty Thousand Dollars ($250,000.00) to complete. In the event that certain list of Landlord's consent is required, such consent shall not be unreasonably withheld, conditioned or delayedRequired Specifications attached as Appendix 1 of the Tenant Improvement Agreement. In all events, Tenant shall provide Sublessee intends to Landlord submit a written description of any alterations (other than alterations involving expenditure of less than $10,000). All alterations, additions and space plan depicting tenant improvements shall be constructed in a good and workmanlike manner by licensed contractors and in compliance with all applicable laws, regulations, CC&R's, zoning ordinances and building codes. Except as provided immediately below, all alterations, additions and improvements constructed in or on to the Premises by Tenant shall remain substantially as shown and/or described on Exhibit B to this Sublease. Notwithstanding anything set forth herein, provided that Landlord approves the Premises without compensation of any kind to Tenant upon expiration of Plans, the Term. Tenant Final Plans, Sublessee's architect, engineers and contractors, Sublessee's insurance and payment and performance bonds, and Tenant's Work, Sublessee shall not be required to remove obtain Sublessor's approval of any such matters. Sublessee will indemnify Sublessor and hold Sublessor harmless from and against all liability, costs, damages, claims, demands and expenses, including reasonable attorney's fees and costs, arising out of or in any way connected with the immediately preceding Sublease provision and the Tenant Improvement Agreement. So long as Landlord approves any disbursements of the alterationsTenant Improvement Allowance, additions or improvements made to the Premises during the Term except only those alterations, additions or improvements requiring Landlord's consent, to the extent Landlord conditioned its consent upon removal of the subject alteration, addition or improvement by Tenant at the expiration of the Term. With respect Sublessor shall deem all conditions to such alterations, additions or improvements only, Tenant upon the written request of Landlord, shall upon the expiration of the Term, remove such alteration, addition or improvement at its cost and restore the Premises disbursements to its condition prior to such alteration, addition or improvement. Tenant shall maintain insurance as required by Section 11.2 covering any improvements, alterations or additions to the Premises made by Tenant under the provisions of this Section 8.1, it being understood and agreed that none of such improvements shall be insured by Landlordhave been satisfied.

Tenant Improvements. (A) Tenant shall, at its sole cost and expense (subject to reimbursement from the Allowance) prepare complete, coordinated construction drawings and specifications (the “Construction Documents”) for the entire Premises as necessary for Tenant’s initial occupancy of the Premises (the “Tenant Improvements”). Nothing in the prior sentence being deemed to obligate Tenant to prepare any plans, drawings or specifications for any of the Base Building Work. The Tenant Improvements do not include the FF&E Work (as defined below). Tenant acknowledges that the Construction Documents will have been prepared by Tenant’s architect and engineers and, accordingly, Tenant agrees to cause its architect to provide construction administration services to Landlord for the Tenant Improvements and FF&E Work, including the review and approval of requisitions by the general contractor and the provision of certifications necessary to cause Substantial Completion to occur. At all times, Landlord and Tenant will act promptly (and in any case within five (5) Business Days following delivery of notice from Tenant or Landlord, as applicable, unless expressly provided otherwise herein) on any construction-related questions or matters, including final color approvals and substitutions; provided, however, Landlord’s period to act shall be reasonably extended to the extent Landlord’s Contractor’s input or response is necessary for resolving such questions or matters. In furtherance of the foregoing, Tenant shall obtain prepare and deliver plans and specifications for the Tenant Improvements for Landlord's written consent prior ’s review and approval, and Landlord shall act as required below, in accordance with the following schedule: Tenant to performing any alteration, addition or improvement deliver schematic plans to Landlord for the Tenant Improvements on or before November 21, 2014 (the “Schematic Plans”); To the extent the same may be determined from the Schematic Plans, Landlord to provide feedback concerning cost implications resulting from Tenant Requested Changes in the Base Building Work and any anticipated delays in permitting for the Tenant Improvements based upon the Schematic Plans on or before the date ten (10) Business Days after receipt of the Schematic Plans; Tenant to provide Landlord with complete building permit plans for the Tenant Improvements (the “Building Permit Plans”) on or before December 19, 2014; Landlord to provide Tenant with an estimated cost of the Tenant Improvements (with the estimated price for the same broken out in consultation with the Contractor) and an estimated schedule for completion of the Tenant Improvements within thirty (30) days after receipt of the Building Permit Plans; Tenant to provide Landlord with completed Construction Documents on or before February 14, 2015. Landlord, Tenant, the Contractor and the architects will meet weekly during the design process described above. Tenant has retained, and Landlord has approved, Xxxxxxxx Xxxxxxx & Associates, Inc. as Tenant’s architect for the Tenant Improvements. Tenant shall retain Landlord’s structural engineer for the Tenant Improvements, if any portion of the Tenant Improvements affects structural components of the Building, and shall retain mechanical, electrical and plumbing engineers reasonably acceptable to Landlord. Even though such engineer (or any other engineers or architect, if Tenant engages Landlord’s engineers or architect) has been otherwise engaged by Landlord in connection with the Building, Tenant shall be solely responsible for the contractual undertakings and costs and expenses of all architectural and engineering services relating to the PremisesTenant Improvements arising therefrom (subject to reimbursement from the Allowance), including, without limitation, any changes necessary to ensure the adequacy and completeness of any plans, including the Construction Documents, submitted to Landlord. Tenant’s architects and engineers shall be responsible for all elements of the plans for the Tenant Improvements (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment, and continuity with the Base Building Work), and Landlord’s approval of any Tenant plans, including Construction Documents, shall in no event relieve Tenant of the responsibility therefor; provided, however, that Landlord's consent Landlord and its architects and consultants in reviewing the Building Permit Plans shall use reasonable efforts to identify any issues associated with the continuity between the Tenant Improvements and the Base Building Work within ten (10) Business Days after receipt of the Building Permit plans, but failure to do so shall not relieve Tenant of the foregoing obligation or impose any liability upon Landlord, its architects or consultants (except that the foregoing limitation on liability shall not operate to limit the liability to Tenant of any consultant retained by Tenant with respect to the Tenant Improvements). Tenant shall be required where responsible for reimbursing Landlord for the contemplated work (i) does reasonable out-of-pocket third-party expenses incurred by Landlord in having its architects, engineers and other consultants reviewing any submissions in connection with the Tenant Improvements, and Landlord may deduct such expenses from the Allowance, provided that prior to deducting any such expenses, Landlord shall provide Tenant with written notice thereof, together with reasonable supporting documentation. Tenant acknowledges and agrees that the Tenant Improvements and the Construction Documents shall not include any alteration the roof deck which Tenant may desire to have constructed on the Building (the “Roof Deck”). If Tenant desires to have Landlord construct the Roof Deck, Tenant may concurrent with the delivery of the structural components of Construction Documents, deliver separate construction drawings and specifications for the PremisesRoof Deck prepared in accordance with the same requirements as are applicable to the Construction Documents, for Landlord’s review and (ii) will not cost more than Two Hundred Fifty Thousand Dollars ($250,000.00) to complete. In the event Landlord's consent is requiredapproval, such consent which shall not be unreasonably withheld, conditioned or delayed. In all eventsWith respect to the Roof Deck, Tenant agrees to comply with the same terms and obligations imposed upon Tenant with respect to the Roof Equipment under Section 17.17 of the Lease. Upon approval of the plans and specifications for the Roof Deck by Landlord, Landlord shall use reasonable efforts to obtain permits and approvals for the Roof Deck, at Tenant’s expense, separate from the permits and approvals for the Landlord’s Work, but Landlord shall not be liable for any delay resulting from Landlord’s inability to obtain permits for the Roof Deck and the construction of the Roof Deck shall not be a condition precedent to the Commencement Date. If to be performed by Landlord, the construction of the Roof Deck shall be in accordance with the same requirements applicable to the Tenant Improvements at Tenant’s expense, but Tenant may utilize any portion of the Allowance not exhausted by the Tenant Improvements towards the construction of the Roof Deck. The Construction Documents must provide to Landlord a written description of any alterations (other than alterations involving expenditure of for Tenant Improvements costing no less than $10,00060 per rentable square foot in hard costs (the “TI Minimum”). All alterations, additions and improvements shall be constructed in a good and workmanlike manner by licensed contractors and in compliance with all applicable laws, regulations, CC&R's, zoning ordinances and building codes. Except as provided immediately below, all alterations, additions and improvements constructed in or on the Premises by Tenant shall remain on the Premises without compensation of any kind Subject to Tenant upon expiration of the Term. Tenant shall not be required to remove any of the alterations, additions or improvements made to the Premises during the Term except only those alterations, additions or improvements requiring Landlord's consent, to the extent Landlord conditioned its consent upon removal of the subject alteration, addition or improvement by Tenant at the expiration of the Term. With respect to such alterations, additions or improvements only, Tenant upon the written request of Landlord, shall upon the expiration of the Term, remove such alteration, addition or improvement at its cost and restore the Premises to its condition prior to such alteration, addition or improvement. Tenant shall maintain insurance as required by Section 11.2 covering any improvements, alterations or additions to the Premises made by Tenant under the provisions of this Section 8.1Work Letter, it being understood and agreed that none Tenant may, from time to time, by written order to Landlord on a form reasonably specified by Landlord (“Tenant Improvements Change Order”), request Landlord’s approval of such improvements a change in the Tenant Improvements shown on the Construction Documents, which approval shall not be unreasonably withheld, conditioned or delayed in accordance with Article VI of the Lease. All Tenant modifications to the Construction Documents, whether material or not, shall be insured made only by Tenant Improvements Change Order submitted in timely fashion to Landlord and approved by Landlord. The price to be paid for Excess Tenant Improvements (as defined below) shall be adjusted for any Tenant Improvements Change Order. Landlord shall be authorized to proceed with work shown on any Tenant Improvements Change Order as further set forth below.

Tenant Improvements. Tenant agrees and acknowledges that Landlord shall obtain provide each of the Expansion Spaces in its "as-is" condition with existing paint and carpet, except that Landlord shall provide the HVAC, electrical, plumbing and roof systems for each of the Expansion Spaces in good working condition as of the commencement date for each of the Expansion Spaces. Tenant may, at its own cost, construct any interior improvements or alterations within the Expansion Spaces, subject to Landlord's prior written consent prior to performing any alterationapproval, addition or improvement on or to the Premises; provided, however, that Landlord's consent shall not be required where the contemplated work (i) does not include any alteration of the structural components of the Premises, and (ii) will not cost more than Two Hundred Fifty Thousand Dollars ($250,000.00) to complete. In the event Landlord's consent is required, such consent which shall not be unreasonably withheld. Notwithstanding the foregoing, conditioned or delayed. In all events, Tenant Landlord shall provide to Landlord a written description the following "Expansion Spaces Tenant Improvement Allowance" in connection with the construction of any such approved interior improvements or alterations in the Expansion Spaces (other than alterations involving expenditure the "Expansion Spaces Tenant Improvements"), on the terms and conditions set forth below. The Expansion Spaces Tenant Improvement Allowance shall be used only for the costs and expenses incurred in connection with materials, construction and installation of less than $10,000the standard interior improvements within the Expansion Spaces (the "Expansion Spaces Tenant Improvement Costs"). All alterations, additions and improvements None of the Expansion Spaces Tenant Improvement Allowance shall be constructed in a good and workmanlike manner by licensed contractors and in compliance with all applicable lawsused for specialized improvements, regulationscabling, CC&R's, zoning ordinances and building codes. Except as provided immediately below, all alterations, additions and improvements constructed in equipment or on the Premises by Tenant shall remain on the Premises without compensation of any kind to Tenant upon expiration of the Termtrade fixtures. Tenant shall not be required submit written requests to remove any Landlord for disbursement out of the alterations, additions Expansion Spaces Tenant Improvement Allowance. Such requests shall be accompanied by invoices or improvements made other evidence reasonably satisfactory to Landlord showing that the Premises during the Term except only those alterations, additions or improvements requiring Landlord's consent, to the extent Landlord conditioned its consent upon removal expenses are part of the subject alteration, addition or improvement by Expansion Spaces Tenant at the expiration of the Term. With respect to such alterations, additions or improvements only, Tenant upon the written request of Landlord, shall upon the expiration of the Term, remove such alteration, addition or improvement at its cost and restore the Premises to its condition prior to such alteration, addition or improvement. Tenant shall maintain insurance as required by Section 11.2 covering any improvements, alterations or additions to the Premises made by Tenant under the provisions of this Section 8.1, it being understood and agreed that none of such improvements shall be insured by LandlordImprovement Costs.

Tenant Improvements. Tenant shall obtain Landlord's written consent prior accepts the Sixth Expansion Premises in their current “as-is” condition and repair. The foregoing notwithstanding, Landlord agrees to performing any alteration, addition or improvement on or provide Tenant with an allowance for construction by Tenant of certain tenant improvements to the Premises; provided, however, that Landlord's consent shall not be required where the contemplated work (i) does not include any alteration of the structural components of incorporated into the Premises, in the amount of Two Hundred Ninety-Six Thousand Eight Hundred Eighty-Seven and 70/100 US Dollars (ii$296,887.70) will (the “Construction Credit”), which Construction Credit may be used by Tenant in the manner set forth in Exhibit B-4, attached to this Modification and incorporated by reference. Landlord shall be paid a construction management supervisory fee out of the Construction Credit equal to one percent (1%) of the hard construction costs of the tenant improvements to be constructed by Tenant, specifically excluding architectural fees, project management fees, permitting, cabling, furniture, fixtures and equipment. Landlord’s construction management fee shall be invoiced by and paid to Landlord based upon the invoices submitted by Tenant for reimbursement from Landlord and shall be paid out of the Construction Credit. The Construction Credit shall be paid by Landlord to Tenant within thirty (30) days of mutual execution of this Modification. Landlord, at its option (which option must be exercised, if at all, at the time that Landlord grants its written approval to Tenant’s proposed final construction Plans in the manner described in Exhibit B-5) may require Tenant to remove any physical additions and/or repair any alterations made pursuant to this paragraph or Exhibit B-4, including but not cost more than limited to low voltage communications and data cabling, in order to restore the subject portion of the Premises to the condition existing at the time prior to the commencement of such work, all costs of removal and/or alterations to be borne by Tenant. In addition to the foregoing, and provided that Tenant is not then in default of the Lease beyond any applicable period of notice and cure, on January 1, 2012, and following written request therefor from Tenant to Landlord, Landlord agrees to provide Tenant with a refurbishment allowance for construction by Tenant of certain tenant improvements to be incorporated into the Premises, in the amount of Two Hundred Fifty Thousand and No/100 US Dollars ($250,000.00) to complete. In (the event Landlord's consent is required“Refurbishment Allowance”), such consent shall not be unreasonably withheld, conditioned or delayed. In all events, Tenant shall provide to Landlord a written description of any alterations (other than alterations involving expenditure of less than $10,000). All alterations, additions and improvements which Refurbishment Allowance shall be constructed in a good and workmanlike manner used by licensed contractors and in compliance with all applicable laws, regulations, CC&R's, zoning ordinances and building codesTenant subject to the provisions of Article 6.00 of the Lease. Except as provided immediately below, all alterations, additions and Any portion of the Refurbishment Allowance not used by Tenant for improvements constructed in or on to the Premises by Tenant December 31, 2012 shall remain on the Premises without compensation of any kind to Tenant upon expiration of the Term. Tenant revert back to, and shall not be required to remove any of the alterations, additions or improvements made to the Premises during the Term except only those alterations, additions or improvements requiring Landlord's consent, to the extent Landlord conditioned its consent upon removal of the subject alteration, addition or improvement paid by Tenant at the expiration of the Term. With respect to such alterations, additions or improvements only, Tenant upon the written request of Landlord, shall upon the expiration of the Term, remove such alteration, addition or improvement at its cost and restore the Premises to its condition prior to such alteration, addition or improvement. Tenant shall maintain insurance as required by Section 11.2 covering any improvements, alterations or additions to the Premises made by Tenant under the provisions of this Section 8.1, it being understood and agreed that none of such improvements shall be insured by Landlord.

Tenant Improvements. Tenant shall obtain be responsible, at its sole cost and expense, for the performance of all work, if any, necessary to prepare the Premises for Tenant's occupancy, which work is currently anticipated to consist solely of ordinary office tenant fit-out work (the "Tenant Improvements"). If Tenant's preparation of the space for its usage necessitates a higher electrical capacity than is customary for office use, the provision of such additional capacity shall be undertaken by Tenant at Tenant's sole cost. Tenant agrees that the construction of Tenant Improvements and the Tenant's use of the Premises may not overburden the capacity of the Building's existing plumbing, mechanical, electrical, elevator or sewage systems unless Tenant agrees to be responsible for the cost of such expenditures. Tenant shall complete the Tenant Improvements substantially in accordance with plans and specifications prepared by it, submitted to Landlord and Landlord's written consent prior to performing any alterationcurrent tenant, addition or improvement on or to the Premises; providedHealth Plan Services, however, that Landlord's consent shall not be required where the contemplated work (i) does not include any alteration of the structural components of the PremisesInc., and is approved by Landlord and the aforesaid current tenant (ii) will such approval not cost more than Two Hundred Fifty Thousand Dollars ($250,000.00) to completebe unreasonably withheld or delayed). In Tenant shall complete the event Tenant Improvements in accordance with all applicable laws and with all applicable requirements of this Lease relating to alterations; and such work shall only be performed by contractors and subcontractors who have been approved in writing by Landlord's consent is required, such consent shall approval not to be unreasonably withheld, conditioned or delayed. In all events, Tenant shall provide to Landlord a written description of any alterations (other than alterations involving expenditure of less than $10,000). All alterations, additions and improvements It shall be constructed in a good solely the responsibility of Tenant to cause the Premises to comply with the Americans with Disabilities Act ("ADA") and workmanlike manner by licensed contractors and in compliance with all applicable any other state or local laws, regulationsordinances or regulations relating thereto, CC&R's, zoning ordinances and building codesexcept as otherwise expressly provided in Exhibit F or elsewhere in this Lease. Except as provided immediately below, all alterations, additions and improvements constructed in Any such alterations or on the Premises by Tenant shall remain on the Premises without compensation of any kind to Tenant upon expiration of the Term. Tenant shall not be required to remove any of the alterations, additions or improvements made modifications to the Premises during the Term except only those alterations, additions or improvements requiring Landlord's consent, to the extent Landlord conditioned its consent upon removal of the subject alteration, addition or improvement shall be performed by Tenant at the expiration of the Term. With respect to such alterations, additions or improvements only, Tenant upon the written request of Landlord, shall upon the expiration of the Term, remove such alteration, addition or improvement at its sole cost and restore the Premises to its condition prior to such alterationexpense, addition or improvement. Tenant shall maintain insurance except as required by set forth in Section 11.2 covering any improvements, alterations or additions to the Premises made by Tenant under the provisions of this Section 8.1, it being understood and agreed that none of such improvements shall be insured by Landlord15.4 hereof.

Tenant Improvements. Tenant shall obtain Landlord's written consent prior not make or allow to performing be made any alteration------------------- alterations, addition physical additions or improvement on improvements in or to the Premises; providedPremises without first obtaining the written consent of Landlord, however, that Landlord's consent shall not be required where the contemplated work (i) does not include any alteration of the structural components of the Premises, and (ii) will not cost more than Two Hundred Fifty Thousand Dollars ($250,000.00) to complete. In the event Landlord's consent is required, such which consent shall not be unreasonably withheld, conditioned conditioned, or delayed. In all events, Tenant shall provide to Landlord a written description of any alterations (other than alterations involving expenditure of less than $10,000). All Any alterations, additions and improvements shall be constructed in a good and workmanlike manner by licensed contractors and in compliance with all applicable laws, regulations, CC&R's, zoning ordinances and building codes. Except as provided immediately below, all alterations, additions and improvements constructed in or on the Premises by Tenant shall remain on the Premises without compensation of any kind to Tenant upon expiration of the Term. Tenant shall not be required to remove any of the alterations, physical additions or improvements made to the Premises during the Term except only those alterations, additions or improvements requiring Landlord's consent, to the extent Landlord conditioned its consent upon removal of the subject alteration, addition or improvement by Tenant at the expiration of the Term. With respect to such alterations, additions or improvements only, Tenant upon the written request of Landlord, shall upon the expiration of the Term, remove such alteration, addition or improvement at its cost and restore the Premises to its condition prior to such alteration, addition or improvement. Tenant shall maintain insurance as required by Section 11.2 covering any improvements, alterations or additions to the Premises made by Tenant under or installed by either party hereto shall remain upon and be surrendered with the provisions Premises and become the property of Landlord upon the expiration or earlier termination of this Section 8.1Lease without credit to Tenant; provided, it being understood and agreed however, Landlord, at its option, may require Tenant to remove any physical improvements or additions and/or repair any alterations in order to restore the Premises to the condition existing at the time Tenant took possession, all costs of removal and/or alterations to be borne by Tenant. Notwithstanding the foregoing, Tenant may request in writing that none Landlord make a determination at the time of consent as to whether the Tenant improvements will have to be removed at the end of the Lease Term. This clause shall not apply to moveable equipment, furniture or moveable trade fixtures owned by Tenant, which may be removed by Tenant at the end of the term of this Lease. Tenant shall have no authority or power, express or implied, to create or cause any mechanic's or materialmen's lien, charge or encumbrance of any kind against the Premises, the Property or any portion thereof. Tenant shall promptly cause any such improvements shall liens that have arisen by reason of any work claimed to have been undertaken by or through Tenant to be insured released by payment, bonding or otherwise within thirty (30) days after request by Landlord, and shall indemnify Landlord against losses arising out of any such claim (including, without limitation, reasonable legal fees and court costs).

Tenant Improvements. Except as specifically set forth herein or in the Tenant shall obtain Landlord's written consent prior Work Letter attached to performing any alterationthis Third Amendment as Exhibit B (the “Tenant Work Letter”), addition or improvement on or to the Premises; provided, however, that Landlord's consent Landlord shall not be required where obligated to provide or pay for any improvement work or services related to the contemplated work (i) does not include any alteration improvement of the structural components of the Third Expansion Premises, and (ii) will not cost more than Two Hundred Fifty Thousand Dollars ($250,000.00) to complete. In the event Landlord's consent is required, such consent shall not be unreasonably withheld, conditioned or delayed. In all events, Tenant shall provide accept the Third Expansion Premises in its presently existing, "as-is" condition, provided that Landlord shall deliver the Third Expansion Premises to Landlord Tenant fully decommissioned in good, vacant, broom clean condition, and otherwise in the same condition as of the date of this Third Amendment, in compliance with all Applicable Laws (to the extent necessary to maintain a written description certificate of any alterations (occupancy or its legal equivalent for the Third Expansion Premises), with the roof water-tight and shall cause the HVAC systems, plumbing, electrical systems, fire sprinkler system, lighting, emergency generators, and all other than alterations involving expenditure of less than $10,000). All alterations, additions Building systems serving the Third Expansion Premises to be in good operating condition and improvements shall be constructed in a good and workmanlike manner by licensed contractors repair and in compliance with all applicable lawsApplicable Laws (to the extent necessary to obtain or maintain a certificate of occupancy, regulationsor its legal equivalent, CC&R's, zoning ordinances and building codes. Except for the Third Expansion Premises) as provided immediately below, all alterations, additions and improvements constructed in or on the Premises by Tenant shall remain on the Premises without compensation of any kind to Tenant upon expiration of the TermThird Expansion Commencement Date. Additionally, Tenant acknowledges that it shall continue to accept the Existing Premises in its presently existing "as-is" condition, and Landlord shall not be required obligated to remove provide or pay for any improvement work related to the improvement of the Existing Premises, provided that, the foregoing shall not relieve Landlord of any of its maintenance, repair or replacement obligations under the Lease, if any. Tenant also acknowledges that, except as expressly set forth herein, neither Landlord nor any agent of Landlord has made any representation or warranty regarding the condition of the Existing Premises, the Third Expansion Premises, or the Building or with respect to the suitability of any of the alterations, additions foregoing for the conduct of Tenant’s business in the Existing Premises or improvements made to the Premises during the Term except only those alterations, additions or improvements requiring Landlord's consent, to the extent Landlord conditioned its consent upon removal of the subject alteration, addition or improvement by Tenant at the expiration of the Term. With respect to such alterations, additions or improvements only, Tenant upon the written request of Landlord, shall upon the expiration of the Term, remove such alteration, addition or improvement at its cost and restore the Premises to its condition prior to such alteration, addition or improvement. Tenant shall maintain insurance as required by Section 11.2 covering any improvements, alterations or additions to the Premises made by Tenant under the provisions of this Section 8.1, it being understood and agreed that none of such improvements shall be insured by LandlordThird Expansion Premises.

Tenant Improvements. Landlord shall provide Tenant shall obtain Landlord's written consent prior with a tenant improvement allowance (the “TI Allowance”) in the amount of $859,355.00 ($35.00 x 24,553 usable square feet) for tenant improvements (the “Tenant Improvements”) to performing be made by Landlord to any alteration, addition or improvement on or to the Premises; provided, however, that Landlord's consent shall not be required where the contemplated work (i) does not include any alteration of the structural components portion of the Premises, which may or may not include the Additional Space, as elected by Tenant. The TI Allowance may be used, without limitation, for space planning, architectural and (ii) will not cost more than Two Hundred Fifty Thousand Dollars ($250,000.00) engineering fees and permits related to completethe Tenant Improvements, and the Tenant Improvements shall include, without limitation, the installation of an exterior double door and the construction of related alterations to the curbing and sidewalk adjacent to such door as well as upgraded electrical and venting systems necessary for the Permitted Use. In The Parties shall exert good faith, commercially reasonable efforts to agree as soon as reasonably practicable on the event Landlord's consent is required, Tenant Improvements and a budget therefor. Such agreed on Tenant Improvements shall then be made by Landlord in accordance with such consent budget as soon as reasonably practicable after such agreement. The construction reasonably required to complete the Tenant Improvements shall not be unreasonably withheldlessen or otherwise affect Tenant’s rent obligations under the Lease, conditioned or delayed. In all events, Tenant shall provide to Landlord a written description of any alterations (other than alterations involving expenditure of less than $10,000). All alterations, additions and improvements shall be constructed in a good and workmanlike manner as amended by licensed contractors and in compliance with all applicable laws, regulations, CC&R's, zoning ordinances and building codes. Except as provided immediately below, all alterations, additions and improvements constructed in or on the Premises by Tenant shall remain on the Premises without compensation of any kind to Tenant upon expiration of the Termthis Amendment. Tenant shall not pay to Landlord all costs and expenses incurred by Landlord in connection with the Tenant Improvements, together with a project management fee of five percent (5%) of such costs and expenses, less the TI Allowance, within ten (10) days after the date of an invoice therefor, which invoice may, following the Parties’ agreement on such budget, be required delivered prior to remove the commencement of construction. If all or any portion of the alterationsTI Allowance is not used on or before December 31, additions 2023, the TI Allowance or improvements made to the Premises during the Term except only those alterations, additions or improvements requiring Landlord's consent, to the extent Landlord conditioned its consent upon removal of the subject alteration, addition or improvement by Tenant at the expiration of the Term. With respect to such alterations, additions or improvements only, Tenant upon the written request of Landlord, shall upon the expiration of the Term, remove such alteration, addition or improvement at its cost and restore the Premises to its condition prior to such alteration, addition or improvement. Tenant shall maintain insurance as required by Section 11.2 covering any improvements, alterations or additions to the Premises made by Tenant under the provisions of this Section 8.1, it being understood and agreed portion that none of such improvements is not used shall be insured by Landlordlost and shall no longer be available to Tenant.

Tenant Improvements. Landlord agrees to make certain improvements in accordance with the Tenant Work Letter attached as Exhibit C-1 attached hereto. Except as set forth in Exhibit C-1, and as specifically provided in the Tenant Work Letter (which is hereby incorporated into this Amendment), and except as otherwise expressly set forth in the Lease, Tenant shall obtain Landlord's written consent lease the Expansion Premises on an “As Is”, “Where Is” basis with all faults, without warranty of any kind, express or implied, including. without limitation, any warranty as to physical condition and Landlord shall have no obligation to improve, remodel, alter or otherwise modify the Expansion Premises prior to performing Tenant’s occupancy. Except as expressly set forth in the Lease and this Amendment, no representations, inducements, understanding or anything of any alterationnature whatsoever, addition made, stated or improvement represented by Landlord or anyone acting for or on Landlord’s behalf either orally or in writing, have induced Tenant to enter into this Amendment, and Tenant acknowledges, represents and warrants that Tenant has entered into this Amendment under and by virtue of Tenant’s own independent investigation. If the Expansion Premises are not in all respects entirely suitable for the use or uses to which the Expansion Premises or any part thereof will be put, then it is the sole responsibility and obligation of Tenant to take such action as may be necessary to place the Expansion Premises in a condition entirely suitable for such use or uses. Landlord represents to Tenant that, to the Premises; providedbest of Landlord’s knowledge, however, that Landlord's consent shall not be required where the contemplated work (i) does not include any alteration the Expansion Premises is free of the structural components asbestos and other hazardous or toxic materials in violation of the Premises, applicable laws and ordinances and toxic mold and (ii) will not cost more than Two Hundred Fifty Thousand Dollars ($250,000.00) the air quality of the Expansion Premises meet or exceed current legal requirements and/or professional standards. TENANT IS NOT RELYING ON ANY EXPRESS OR IMPLIED, ORAL OR WRITTEN REPRESENTATIONS OR WARRANTIES MADE BY LANDLORD, OTHER THAN THOSE EXPRESSLY SET FORTH IN THIS AMENDMENT AND THE LEASE AND TENANT HAS HAD THE OPPORTUNITY TO INSPECT THE EXPANSION PREMISES. Notwithstanding anything to complete. In the event Landlord's consent is requiredcontrary herein or in the work letter, such consent shall not be unreasonably withheld, conditioned or delayed. In all events, Tenant shall provide to Landlord a written description of any alterations (other than alterations involving expenditure of less than $10,000). All alterations, additions and improvements the Expansion Premises shall be constructed in a good delivered “as is” , including walls as they exist and workmanlike manner by licensed contractors and in compliance with all applicable laws, regulations, CC&R's, zoning ordinances and building codes. Except utilities as provided immediately below, all alterations, additions and improvements constructed in or on currently delivered to the Premises by Tenant shall remain on the Premises without compensation of any kind to Tenant upon expiration of the TermExpansion Premises. Tenant shall not be required to remove any responsible for all costs for reconfiguration of the alterationsExpansion Premises, additions including any demising or improvements made re-working of utilities subject to funding through the Premises during the Term except only those alterations, additions or improvements requiring Landlord's consent, to the extent Landlord conditioned its consent upon removal of the subject alteration, addition or improvement by Tenant at the expiration of the Term. With respect to such alterations, additions or improvements only, Tenant upon the written request of Landlord, shall upon the expiration of the Term, remove such alteration, addition or improvement at its cost and restore the Premises to its condition prior to such alteration, addition or improvement. Tenant shall maintain insurance as required by Section 11.2 covering any improvements, alterations or additions to the Premises made by Tenant under the provisions of this Section 8.1, it being understood and agreed that none of such improvements shall be insured by LandlordConstruction Allowance.

Tenant Improvements. Tenant (a) Landlord shall obtain construct, at Landlord's written consent prior to performing any alteration’s expense, addition or improvement on or certain improvements to the Premises; providedFirst Additional Space and the Second Additional Space in accordance with the space plan prepared by ArcTec dated February 15, however2011, that Landlord's consent shall not be required where a copy which is attached as Exhibit B (the contemplated work (i) does not include any alteration of the structural components of the Premises, and (ii) will not cost more than Two Hundred Fifty Thousand Dollars ($250,000.00) to complete. In the event Landlord's consent is required, such consent shall not be unreasonably withheld, conditioned or delayed. In all events, Tenant shall provide to Landlord a written description of any alterations (other than alterations involving expenditure of less than $10,000“Approved Space Plan”). All alterations, additions and Any such improvements to be made to the First Additional Space shall be constructed referred to herein as the “Initial Tenant Improvements” and any such improvements to be made to the Second Additional Space shall be referred to as the “Additional Tenant Improvements.” The Initial Tenant Improvements and the Additional Tenant Improvements shall be referred to collectively herein as the “Tenant Improvements.” Landlord shall construct the Tenant Improvements in a good and workmanlike manner in accordance with applicable laws and the Approved Space Plan. Landlord shall complete the Initial Tenant Improvements as soon as possible but in any event no later than March 31, 2011, subject only to delays caused by licensed contractors and force majeure. Landlord shall complete the Additional Tenant Improvements by March 31, 2013, subject only to delays caused by force majeure. The Tenant Improvements shall include new carpet in compliance with all applicable laws, regulations, CC&R's, zoning ordinances and building codes. Except as provided immediately below, all alterations, additions and improvements constructed in or on the Premises by Tenant shall remain on the Premises without compensation of any kind to Tenant upon expiration as of the Term. Tenant shall not be required to remove any of the alterations, additions or improvements made to the Premises during the Term except only those alterations, additions or improvements requiring Landlord's consent, to the extent Landlord conditioned its consent upon removal of the subject alteration, addition or improvement by Tenant at the expiration of the Term. With respect to such alterations, additions or improvements only, Tenant upon the written request of Landlord, shall upon the expiration of the Term, remove such alteration, addition or improvement at its cost and restore the Premises to its condition prior to such alteration, addition or improvement. Tenant shall maintain insurance as required by Section 11.2 covering any improvements, alterations or additions to the Premises made by Tenant under the provisions date of this Section 8.1, it being understood First Amendment and agreed that none of such improvements any and all electrical and mechanical work necessary to balance the HVAC system serving the Premises. The finishes for the Tenant Improvements shall be insured by Landlordconsistent with Building standard as to t-bar ceiling grid and tiles, carpeting, painting, hardware and other finish work.

Tenant Improvements. Tenant shall obtain Landlord's written consent prior to performing any alteration, addition or improvement on or to the Premises; provided, however, that Landlord's consent shall not be required where the contemplated work (i) does not include any alteration of the structural components of the Premises, and (ii) will not cost more than Two Hundred Fifty Thousand Dollars ($250,000.00) to complete. In the event Landlord's consent is requiredof damage to or destruction of Tenant Improvements located within the Premises or in the event Tenant Improvements located within the Premises are declared unsafe or unfit for use or occupancy by a public entity with the authority to make and enforce such declaration, such consent Tenant shall, within thirty (30) days, commence and diligently pursue to completion the repair, replacement, or reconstruction of Tenant Improvements to the same size as they existed immediately prior to the event causing the damage or destruction, as necessary to permit full use and occupancy of the Premises for the purposes required by the Lease. Repair, replacement, or reconstruction of Tenant Improvements within the Premises shall be accomplished in a manner and according to plans approved by the Director, which approval shall not be unreasonably withheld, conditioned delayed or delayedconditioned, provided however that if the event causing the damage was an extraordinary occurrence not caused by Tenant (e.g. earthquake, hurricane, tornado, tsunami, explosion, act of terror, war, fire or other casualty beyond the reasonable control of Tenant), Tenant may elect not to so repair or replace such improvements, in its sole discretion (provided that if the improvements are not to be repaired or replaced, then they shall be placed into a safe condition or removed), and the Rent shall be reduced accordingly based upon the reduction in use. In all eventsCounty shall not be liable for any damage to Tenant Improvements or Tenant personal property or of others located on the Premises, nor for the loss of or damage to any property of Tenant or others by theft or otherwise. All property of Tenant kept or stored on the Premises shall be so kept or stored at the risk of Tenant, unless such damage is caused by County willful misconduct or gross negligence. Notwithstanding the foregoing, should the Premises be substantially damaged (and not repaired by County) or the improvements be substantially damaged (and not repaired by Tenant) such that Tenant cannot make use of the Premises as contemplated by this Lease, Tenant shall provide have the right to Landlord a terminate this Lease upon thirty (30) days’ written description of any alterations (other than alterations involving expenditure of less than $10,000). All alterations, additions and improvements shall be constructed in a good and workmanlike manner by licensed contractors and in compliance with all applicable laws, regulations, CC&R's, zoning ordinances and building codes. Except as provided immediately below, all alterations, additions and improvements constructed in or on the Premises by Tenant shall remain on the Premises without compensation of any kind notice to Tenant upon expiration of the Term. Tenant shall not be required to remove any of the alterations, additions or improvements made to the Premises during the Term except only those alterations, additions or improvements requiring Landlord's consent, to the extent Landlord conditioned its consent upon removal of the subject alteration, addition or improvement by Tenant at the expiration of the Term. With respect to such alterations, additions or improvements only, Tenant upon the written request of Landlord, shall upon the expiration of the Term, remove such alteration, addition or improvement at its cost and restore the Premises to its condition prior to such alteration, addition or improvement. Tenant shall maintain insurance as required by Section 11.2 covering any improvements, alterations or additions to the Premises made by Tenant under the provisions of this Section 8.1, it being understood and agreed that none of such improvements shall be insured by LandlordCounty.

Tenant Improvements. Notwithstanding any provision of the Lease (including Article 1.3 of the Original Lease), Tenant shall obtain occupy Suite 210 in its current "AS IS" condition without any obligation on Landlord's written consent part to construct or pay for any Base Building Work, tenant improvements or refurbishment work in or for Suite 210 prior to performing delivering possession of Suite 210 to Tenant. Accordingly, the provisions of Article 1.3 of the Original Lease and any alteration, addition or improvement on or Work Letter attached to the PremisesLease are not applicable to Suite 210. Notwithstanding the foregoing sentence, Landlord will provide Tenant with a tenant improvement allowance ("Tenant Improvement Allowance") in the amount of up to, but not exceeding, $3.86 per rentable square foot of Suite 210 (i.e., $40,437.36) and an additional allowance (the "Additional Allowance") in the amount of up to, but not exceeding, $0.22 per square rentable square foot of Suite 210 (i.e., $2,252.34) (the Tenant Improvement Allowance and Additional Allowance shall collectively be referred to as the "Allowances"). Tenant may use the Allowances to help pay for the cost of the tenant improvements and alterations it desires to make Suite 210 and any other part of the Demised Premises which Tenant leases in the Building at any time after the date hereof and during the term of the Original Lease pursuant to the provisions of Article 4.1 of the Original Lease; provided, however, that Landlord's consent (i) the Additional Allowance shall only be used to pay costs and fees of the architect and engineers for the plans for such tenant improvements and alterations, (ii) Tenant Improvement Allowance shall not be required where used for any personal property of Tenant including but not limited to telephone and data cabling or appliances, and iii) in the contemplated work (i) event Tenant does not include any alteration use the entire amount of the structural components of the PremisesAllowances to pay for such tenant improvement costs, and (ii) will not cost more than Two Hundred Fifty Thousand Dollars ($250,000.00) to complete. In the event Landlord's consent is required, such consent shall not be unreasonably withheld, conditioned or delayed. In all events, Tenant shall provide to Landlord a written description of any alterations (other than alterations involving expenditure of less than $10,000). All alterations, additions and improvements shall be constructed in a good and workmanlike manner by licensed contractors and in compliance with all applicable laws, regulations, CC&R's, zoning ordinances and building codes. Except as provided immediately below, all alterations, additions and improvements constructed in or on the Premises by Tenant shall remain on the Premises without compensation of any kind to Tenant upon expiration of the Term. Tenant shall not be required entitled to remove any of the alterations, additions credits or improvements made to the Premises during the Term except only those alterations, additions or improvements requiring Landlord's consent, to the extent Landlord conditioned its consent upon removal of the subject alteration, addition or improvement by Tenant at the expiration of the Term. With respect to such alterations, additions or improvements only, Tenant upon the written request of Landlord, shall upon the expiration of the Term, remove such alteration, addition or improvement at its cost and restore the Premises to its condition prior to such alteration, addition or improvement. Tenant shall maintain insurance as required by Section 11.2 covering any improvements, alterations or additions to the Premises made by Tenant under the provisions of this Section 8.1, it being understood and agreed that none of such improvements shall be insured by Landlordrefunds thereof.

Tenant Improvements. Tenant shall obtain Landlord's written consent prior Lessor is providing the existing base building and a tenant improvement allowance of approximately $990,000.00 (to performing any alteration, addition or improvement on or be adjusted to the Premises; provided, however, that Landlord's consent shall not be required where the contemplated work (i) does not include any alteration of the structural components of equal $16.50 per rentable square foot determined for the Premises, as adjusted, the "ITT Allowance") for the tenant improvements to be constructed by Lessor at the Premises, which tenant improvements are depicted on the space plan described on the outline specifications attached hereto and incorporated herein as Exhibit D (ii) the "Tenant Improvements"). The Tenant Improvements will not cost more than Two Hundred Fifty Thousand Dollars ($250,000.00) be installed by Lessor and paid for by Lessee subject to completeLessor providing an allowance in the aforesaid amount. In the event LandlordLessee desires and Lessor approves any tenant improvements in addition to the Tenant Improvements, then, at Lessee's consent is requiredelection (to be determined within five (5) days of Lessor's demand thereof) either: (i) Lessee shall pay Lessor therefor in cash upon substantial completion thereof; or (ii) the Base Rent otherwise payable annually by Lessee shall be increased by $120.00 for each $1,000.00 incremental increase in the cost of Tenant Improvements. Option (ii), such consent above, shall not only be unreasonably withheldallowed in regard to the first (approximately) $180,000.00 (to be adjusted to equal $3.00 per rentable square foot determined for the Premises) in Tenant Improvement costs after the amount of the TI Allowance. Lessee shall have the responsibility to select a layout and to reach agreement with Lessor as to quality and type on or before September 15, conditioned 1996. Anything herein to the contrary notwithstanding, Lessee shall be responsible for all of Lessor's increased costs or delayed. In all events, Tenant shall provide to Landlord a written description damages (including lost rent) arising out of any alterations failure of Lessee to select its layout and reach agreement with Lessor as above required on or before September 15, 1996. Lessor shall be entitled to include as a Tenant Improvement cost a general contractor's fee, contingency and general conditions amounts as reasonably charged for comparable projects. On or before September 15, 1996. Lessee shall have approved a space plan acceptable to Lessor for the Tenant Improvements, which space plan shall have received final approval of Lessee, shall be adequate for preparation by Lessor of working drawings for construction of such Tenant Improvements, shall show in reasonable detail the design and appearance of the tenant finishing materials to be used in the construction thereof (and such other than alterations involving expenditure detail or description as may be necessary to adequately outline the scope of less than $10,000)the Tenant Improvements) and shall be in substantial conformance with the Project Specification, attached as Exhibit E. Lessee shall be responsible for Lessor's costs (including lost rent) arising out of delays in completing the Tenant Improvements caused by Lessee, whether by Lessee's failure to approve the aforesaid space plan on or before September 15, 1996 or to respond to within a reasonable time to Lessor's inquiries or requests in connection with the Tenant Improvements or otherwise. All alterations, additions and improvements shall Lessee also agrees to refrain from ordering long lead time items which would delay substantial completion of the Tenant Improvements. Lessor agrees to cause the Tenant Improvements to be constructed in a good accordance with the public accommodations provisions of Title III of the Americans With Disabilities Act of 1990 (42 U.S.C. Section 12-101 et seq.), as presently interpreted and workmanlike manner enforced as of the date of this Lease by licensed contractors the governmental bodies having jurisdiction thereof. Lessor shall also, at its sole cost and expense, install along the perimeter of the shell building in compliance with all applicable laws, regulations, CC&R's, zoning ordinances and building codes. Except as provided immediately below, all alterations, additions and improvements constructed in or on which the Premises by Tenant is located additional glass as depicted in the building elevation contained in Exhibit D attached hereto. Lessor shall remain on also provide an allowance of approximately $90,000.00 (subject to adjustment at the Premises without compensation rate of any kind $1.50 per rentable square foot for the Premises) to Tenant upon expiration reimburse Lessee for its actual, out-of-pocket costs incurred in engaging a space planning consultant for design and review of the Termpreliminary working drawings for the Tenant Improvements to be constructed by Lessor. Tenant Said allowance shall not be required to remove any of paid upon the alterationsCommencement Date, additions or improvements made subject to the Premises during the Term except only those alterations, additions or improvements requiring Landlord's consent, to the extent Landlord conditioned its consent upon removal submission by Lessee of the subject alteration, addition or improvement by Tenant at the expiration of the Term. With respect to such alterations, additions or improvements only, Tenant upon the written request of Landlord, shall upon the expiration of the Term, remove such alteration, addition or improvement at its cost and restore the Premises to its condition prior to such alteration, addition or improvement. Tenant shall maintain insurance as required by Section 11.2 covering any improvements, alterations or additions to the Premises made by Tenant under the provisions of this Section 8.1, it being understood and agreed that none reasonable evidence of such improvements shall be insured by Landlordcosts so incurred.

Tenant Improvements. Except as specifically set forth herein or in the Tenant shall obtain Landlord's written consent prior Work Letter attached to performing any alterationthis Fourth Amendment as Exhibit B (the "Tenant Work Letter"), addition or improvement on or to the Premises; provided, however, that Landlord's consent Landlord shall not be required where obligated to provide or pay for any improvement work or services related to the contemplated work (i) does not include any alteration improvement of the structural components of the Fourth Expansion Premises, and (ii) will not cost more than Two Hundred Fifty Thousand Dollars ($250,000.00) to complete. In the event Landlord's consent is required, such consent shall not be unreasonably withheld, conditioned or delayed. In all events, Tenant shall provide accept the Fourth Expansion Premises in its presently existing, "as-is" condition, provided that Landlord shall deliver the Fourth Expansion Premises to Landlord Tenant fully decommissioned in good, vacant, broom clean condition, and otherwise in the same condition as of the date of this Fourth Amendment, in compliance with all Applicable Laws (to the extent necessary to maintain a written description certificate of any alterations (occupancy or its legal equivalent for the Fourth Expansion Premises), with the roof water-tight and shall cause the HVAC systems, plumbing, electrical systems, fire sprinkler system, lighting, emergency generators, and all other than alterations involving expenditure of less than $10,000). All alterations, additions Building systems serving the Fourth Expansion Premises to be in good operating condition and improvements shall be constructed in a good and workmanlike manner by licensed contractors repair and in compliance with all applicable lawsApplicable Laws (to the extent necessary to obtain or maintain a certificate of occupancy, regulationsor its legal equivalent, CC&R's, zoning ordinances and building codes. Except for the Fourth Expansion Premises) as provided immediately below, all alterations, additions and improvements constructed in or on the Premises by Tenant shall remain on the Premises without compensation of any kind to Tenant upon expiration of the TermFourth Expansion Commencement Date. Additionally, Tenant acknowledges that it shall continue to accept the Existing Premises in its presently existing "as-is" condition, and Landlord shall not be required obligated to remove provide or pay for any improvement work related to the improvement of Exhibit 10.1 the Existing Premises, provided that, the foregoing shall not relieve Landlord of any of its maintenance, repair or replacement obligations under the Lease, if any. Tenant also acknowledges that, except as expressly set forth herein, neither Landlord nor any agent of Landlord has made any representation or warranty regarding the condition of the Existing Premises, the Fourth Expansion Premises, or the Building or with respect to the suitability of any of the alterations, additions foregoing for the conduct of Tenant's business in the Existing Premises or improvements made to the Premises during the Term except only those alterations, additions or improvements requiring Landlord's consent, to the extent Landlord conditioned its consent upon removal of the subject alteration, addition or improvement by Tenant at the expiration of the Term. With respect to such alterations, additions or improvements only, Tenant upon the written request of Landlord, shall upon the expiration of the Term, remove such alteration, addition or improvement at its cost and restore the Premises to its condition prior to such alteration, addition or improvement. Tenant shall maintain insurance as required by Section 11.2 covering any improvements, alterations or additions to the Premises made by Tenant under the provisions of this Section 8.1, it being understood and agreed that none of such improvements shall be insured by LandlordFourth Expansion Premises.

Tenant Improvements. Tenant shall obtain Landlord's written consent prior not make or allow to performing be made ------------------- any alterationalterations, addition physical additions or improvement on improvements in or to the PremisesPremises without first obtaining the written consent of Landlord, which consent, not to be unreasonably withheld, may in the sole and absolute discretion of Landlord be denied. Any alterations, physical additions or improvements to the Premises made by or installed by either party hereto shall remain upon and be surrendered with the Premises and become the property of Landlord upon the expiration or earlier termination of this Lease without credit to Tenant; provided, however, that Landlord's consent shall not be required where the contemplated work (i) does not include any alteration of the structural components of the Premises, and (ii) will not cost more than Two Hundred Fifty Thousand Dollars ($250,000.00) to complete. In the event Landlord's consent is requiredat its option, such consent shall not be unreasonably withheld, conditioned or delayed. In all events, may require Tenant shall provide to Landlord a written description of any alterations (other than alterations involving expenditure of less than $10,000). All alterations, additions and improvements shall be constructed in a good and workmanlike manner by licensed contractors and in compliance with all applicable laws, regulations, CC&R's, zoning ordinances and building codes. Except as provided immediately below, all alterations, additions and improvements constructed in or on the Premises by Tenant shall remain on the Premises without compensation of any kind to Tenant upon expiration of the Term. Tenant shall not be required to remove any of physical improvements or additions and/or repair any alterations in order to restore the alterations, additions or improvements made Premises to the Premises during condition existing at the Term except only those alterationstime Tenant took possession, additions all costs of removal and/or alterations to be borne by Tenant. This clause shall not apply to moveable equipment, furniture or improvements requiring Landlord's consentmoveable trade fixtures owned by Tenant, to the extent Landlord conditioned its consent upon removal of the subject alteration, addition or improvement which may be removed by Tenant at the expiration end of the Term. With respect term of this Lease if Tenant is not then in default and if such equipment and furniture are not then subject to such alterationsany other rights, additions or improvements only, Tenant upon the written request liens and interests of Landlord, shall upon the expiration of the Term, remove such alteration, addition or improvement at its cost and restore the Premises to its condition prior to such alteration, addition or improvement. Tenant shall maintain insurance as required have no authority or power, express or implied, to create or cause any mechanic's or materialmen's lien, charge or encumbrance of any kind against the Premises, the Property or any portion thereof. Tenant shall promptly cause any such liens that have arisen by Section 11.2 covering reason of any improvementswork claimed to have been undertaken by or through Tenant to be released by payment, alterations bonding or additions to the Premises made by Tenant under the provisions of this Section 8.1, it being understood and agreed that none of such improvements shall be insured otherwise within thirty (30) days after request by Landlord, and shall indemnify Landlord against losses arising out of any such claim (including, without limitation, legal fees and court costs).

Tenant Improvements. Tenant shall obtain Landlord's written consent prior not make or allow to performing be made any alterationalterations, addition physical additions or improvement on improvements in or to the PremisesLeased Premises without first obtaining the written consent of Landlord, which consent may in the sole and absolute discretion of Landlord be denied. Any alterations, physical additions or improvements to the Leased Premises made by or installed by either party hereto shall remain upon and be surrendered with the Leased Premises and become the property of Landlord upon the expiration or earlier termination of this Lease without credit to Tenant; provided, however, that Landlord's consent shall not be required where the contemplated work (i) does not include any alteration of the structural components of the Premises, and (ii) will not cost more than Two Hundred Fifty Thousand Dollars ($250,000.00) to complete. In the event Landlord's consent is requiredat its option, such consent shall not be unreasonably withheld, conditioned or delayed. In all events, may require Tenant shall provide to Landlord a written description of any alterations (other than alterations involving expenditure of less than $10,000). All alterations, additions and improvements shall be constructed in a good and workmanlike manner by licensed contractors and in compliance with all applicable laws, regulations, CC&R's, zoning ordinances and building codes. Except as provided immediately below, all alterations, additions and improvements constructed in or on the Premises by Tenant shall remain on the Premises without compensation of any kind to Tenant upon expiration of the Term. Tenant shall not be required to remove any of physical improvements or additions and/or repair any alterations in order to restore the alterations, additions or improvements made Leased Premises to the Premises during condition existing at the Term except only those alterationstime Tenant took possession, additions all costs of removal and/or alterations to be borne by Tenant. This clause shall not apply to moveable equipment, furniture or improvements requiring Landlord's consentmoveable trade fixtures owned by Tenant, to the extent Landlord conditioned its consent upon removal of the subject alteration, addition or improvement which may be removed by Tenant at the expiration end of the Term. With respect term of this lease if Tenant is not then in default and if such equipment and furniture are not then subject to such alterationsany other rights, additions or improvements only, Tenant upon the written request liens and interests of Landlord, shall upon the expiration of the Term, remove such alteration, addition or improvement at its cost and restore the Premises to its condition prior to such alteration, addition or improvement. Tenant shall maintain insurance as required have no authority or power, express or implied, to create or cause any mechanic's or materialmen's lien, charge or encumbrance of any kind against the Leased Premises, the Property or any portion thereof. Tenant shall promptly cause any such liens that have arisen by Section 11.2 covering reason or any improvementswork claimed to have been undertaken by or through Tenant to be released by payment, alterations bonding or additions to the Premises made by Tenant under the provisions of this Section 8.1, it being understood and agreed that none of such improvements shall be insured otherwise within thirty (30) days after request by Landlord, and shall indemnify Landlord against losses arising out of any such claim (including, without limitation, legal fees and court costs).

Tenant Improvements. Except as specifically set forth in this Section 5, Tenant shall obtain Landlord's written consent prior to performing any alteration, addition or improvement on or to the Premises; provided, however, acknowledges that Landlord's consent Landlord shall not be required where obligated to provide or pay any improvement work or services related to the contemplated work improvement of the first Expansion Space or the Existing Premises. Tenant also acknowledges that Landlord has made no representation or warranty regarding the condition of the First Expansion Space or the Existing Premises. Within sixty (60) days after the expiration of the thirty-sixth (36th) full month of the First Expansion Space Term, Tenant shall have the right to deliver written notice to Landlord requiring Landlord to, at a mutually convenient time to be agreed upon by Landlord and Tenant, at Landlord's sole cost and expense and using Building-standard materials only, (i) does not include any alteration of repaint all painted walls within the structural components of the PremisesFirst Expansion Space, and (ii) recarpet all carpeted areas within the First Expansion Space (the "First Expansion Space Work"). If Tenant fails to deliver such notice within such sixty (60) day period, Landlord shall have no obligation to perform the First Expansion Space Work. If Tenant timely delivers such notice, Tenant hereby acknowledges that Landlord will not cost more than Two Hundred Fifty Thousand Dollars ($250,000.00) to complete. In be performing the event First Expansion Space Work during the First Expansion Space Term, and Landlord's consent is required, such consent performance of the First Expansion Space Work shall not be unreasonably withhelddeemed a constructive eviction of Tenant, conditioned nor shall Tenant be entitled to any abatement of rent connection therewith, nor liable for any injury or delayed. In all eventsdamage to person, Tenant shall provide to Landlord a written description of any alterations (other than alterations involving expenditure of less than $10,000). All alterations, additions and improvements shall be constructed in a good and workmanlike manner by licensed contractors and in compliance with all applicable laws, regulations, CC&R's, zoning ordinances and building codes. Except as provided immediately below, all alterations, additions and improvements constructed in property or on the Premises by Tenant shall remain on the Premises without compensation of any kind to Tenant upon expiration of the Term. Tenant shall not be required to remove any of the alterations, additions or improvements made to the Premises during the Term except only those alterations, additions or improvements requiring Landlord's consent, to the extent Landlord conditioned its consent upon removal of the subject alteration, addition or improvement by Tenant at the expiration of the Term. With respect to such alterations, additions or improvements only, Tenant upon the written request of Landlord, shall upon the expiration of the Term, remove such alteration, addition or improvement at its cost and restore the Premises to its condition prior to such alteration, addition or improvement. Tenant shall maintain insurance as required by Section 11.2 covering any improvements, alterations or additions to the Premises made by Tenant under the provisions of this Section 8.1, it being understood and agreed that none of such improvements shall be insured by Landlordbusiness.

Tenant Improvements. Subject to the Leasehold Improvements Rider attached hereto, Tenant shall obtain Landlord's written consent prior not make or allow to performing be made any alterationalterations, addition physical additions or improvement on improvements in or to the PremisesPremises without first obtaining the written consent of Landlord, which consent may in the sole and absolute discretion of Landlord he denied. Landlord’s failure to respond in writing to Tenant’s request for any alterations, physical additions or improvements within fifteen (15) days of receipt thereof shall be deemed Landlord’s disapproval of such request. Any alterations, physical additions or improvements to the Premises made by or installed by either party hereto shall remain upon and be surrendered with the Premises and become the property of Landlord upon the expiration or earlier termination of this Lease without credit to Tenant; provided, however, that Landlord's consent shall not be required where the contemplated work (i) does not include any alteration of the structural components of the Premises, and (ii) will not cost more than Two Hundred Fifty Thousand Dollars ($250,000.00) to complete. In the event Landlord's consent is requiredat its option, such consent shall not be unreasonably withheld, conditioned or delayed. In all events, may require Tenant shall provide to Landlord a written description of any alterations (other than alterations involving expenditure of less than $10,000). All alterations, additions and improvements shall be constructed in a good and workmanlike manner by licensed contractors and in compliance with all applicable laws, regulations, CC&R's, zoning ordinances and building codes. Except as provided immediately below, all alterations, additions and improvements constructed in or on the Premises by Tenant shall remain on the Premises without compensation of any kind to Tenant upon expiration of the Term. Tenant shall not be required to remove any of physical improvements or additions and/or repair any alterations in order to restore the alterations, additions or improvements made Premises to the Premises during condition existing at the Term except only those alterationstime Tenant took possession, additions all costs of removal and/or alterations to be borne by Tenant. This clause shall not apply to moveable equipment, furniture or improvements requiring Landlord's consentmoveable trade fixtures owned by Tenant, to the extent Landlord conditioned its consent upon removal of the subject alteration, addition or improvement which may be removed by Tenant at the expiration end of the Term. With respect term of this Lease if Tenant is not then in default and if such equipment and furniture are not then subject to such alterationsany other rights, additions or improvements only, Tenant upon the written request liens and interests of Landlord, shall upon the expiration of the Term, remove such alteration, addition or improvement at its cost and restore the Premises to its condition prior to such alteration, addition or improvement. Tenant shall maintain insurance as required have no authority or power, express or implied, to create or cause any mechanic’s or materialman’s lien, charge or encumbrance of any kind against the Premises, the Property or any portion thereof. Tenant shall promptly cause any such liens that have arisen by Section 11.2 covering reason of any improvementswork claimed to have been undertaken by or through Tenant to be released by payment, alterations bonding or additions to the Premises made by otherwise within ten (10) days after Tenant under the provisions first has notice thereof, and shall indemnify and defend Landlord against liability or loss arising out of this Section 8.1any such claim (including, it being understood without limitation, legal fees and agreed that none of such improvements shall be insured by Landlordcourt costs).

Tenant Improvements. (See also Exhibit “B”) Subject to the maintenance obligations of the parties pursuant to Section 10 of this Lease, Tenant agrees to accept the Premises in “as-is” condition, except for the improvements and betterments, which Landlord has agreed to provide and which are set forth in Exhibit “A”. Except as provided in Section 10, Tenant shall, at all times during the term hereof and at Tenant’s sole cost and expense, keep the interior, non-structural portion of the Premises and every part thereof in good condition and repair, ordinary wear and tear, damage thereto by fire, earthquake, act of God or the elements excepted. Tenant shall, at the end of the term hereof, surrender to Landlord the Premises and all alterations, additions and improvements thereto (subject to the provisions of Section 22 above) in as good or better condition as when received, ordinary wear and tear, Tenant’s alterations and damage by fire, earthquake, act of God or the elements excepted. Landlord shall obtain Landlord's written consent prior have no obligation and has made no promise to performing remodel, improve, decorate or paint the Premises or any alterationpart thereof, addition except as specifically herein set forth. No representations respecting the condition of the Premises or improvement on the Building have been made by Landlord to Tenant, except as specifically herein set forth. Any Tenant alterations, additions, or improvements in or to the Premises; providedPremises (other than the Tenant improvements approved in Exhibit “B” and alterations, howeveradditions, or improvements that Landlord's consent shall do not be required where impact the contemplated work (i) does not include any alteration structure, appearance or systems of the structural components Building) shall require the prior written consent of the PremisesLandlord, and (ii) will not cost more than Two Hundred Fifty Thousand Dollars ($250,000.00) to complete. In the event Landlord's consent is required, such which consent shall not be unreasonably withheld, conditioned or delayed. In all events, Any Tenant shall provide to Landlord a written description of any alterations (other than alterations involving expenditure of less than $10,000). All alterations, additions, and improvements, except only office furniture and equipment, and other additions and improvements which shall be constructed in readily removable without injury to the Premises, shall be and remain a good and workmanlike manner by licensed contractors and in compliance with all applicable laws, regulations, CC&R's, zoning ordinances and building codes. Except as provided immediately below, all alterations, additions and improvements constructed in or on part of the Premises by Tenant shall remain on the Premises without compensation of any kind to Tenant upon expiration of the Term. Tenant shall not be required to remove any of the alterations, additions or improvements made to the Premises during the Term except only those alterations, additions or improvements requiring Landlord's consent, to the extent Landlord conditioned its consent upon removal of the subject alteration, addition or improvement by Tenant at the expiration of the Termthis Lease. With respect Tenant will not permit any mechanic’s or materialman’s lien or liens or any liens of whatsoever nature to such alterations, additions or improvements only, Tenant be placed upon the written Premises or the Building. Nothing in this Lease shall be deemed or construed in any way as constituting the consent or request of Landlord, shall upon express or implied, to any person for the expiration performance of any labor of the Termfurnishing of any materials to all or part of the Premises, remove nor as giving Tenant any right, power or authority to contact for or permit the rendering of any services or the furnishing thereof that would or might give rise to any mechanic’s or materialman or other liens against the Premises. If any such alterationlien is claimed against the Premises, then, in addition to any other right or improvement at its cost and restore remedy of Landlord, Landlord may, but shall not be obligated to discharge the Premises to its condition prior to same. Any amount paid by Landlord for such alteration, addition or improvement. Tenant purposes shall maintain insurance as required by Section 11.2 covering any improvements, alterations or additions to the Premises made be paid by Tenant under the provisions to Landlord as Additional Rent within ten (10) days of this Section 8.1, it being understood and agreed that none of such improvements shall be insured by Landlord’s demand therefore.

Tenant Improvements. Tenant shall obtain Landlord's written consent prior to performing any alteration, addition or improvement on or to the Premises; provided, however, that Landlord's consent shall not be required where the contemplated work (i) does not include any alteration of the structural components of the Premises, and (ii) will not cost more than Two Hundred Fifty Thousand Dollars ($250,000.00) to complete. In the event Landlord's consent is requiredof damage to or destruction of Tenant Improvements located within the Premises or in the event Tenant Improvements located within the Premises are declared unsafe or unfit for use or occupancy by a public entity with the authority to make and enforce such declaration, such consent Tenant shall, within thirty (30) days, commence and diligently pursue to completion the repair, replacement, or reconstruction of Tenant Improvements to the same size as they existed immediately prior to the event causing the damage or destruction, as necessary to permit full use and occupancy of the Premises for the purposes required by the Lease. Repair, replacement, or reconstruction of Tenant Improvements within the Premises shall be accomplished in a manner and according to plans approved by the Director, which approval shall not be unreasonably withheld, conditioned delayed or delayedconditioned, provided however that if the event causing the damage was an extraordinary occurrence not caused by Tenant (e.g. earthquake hurricane, tornado, tsunami, explosion, act of terror, war, or other casualty beyond the reasonable control of Tenant), Tenant may elect not to so repair or replace such improvements, in its sole discretion (provided that if the improvements are not to be repaired or replaced, then they shall be placed into a safe condition or removed), and the Rent shall be reduced accordingly based upon the reduction in use. In all eventsCounty shall not be liable for any damage to Tenant Improvements or Tenant personal property or of others located on the Premises, nor for the loss of or damage to any property of Tenant or others by theft or otherwise. All property of Tenant kept or stored on the Premises shall be so kept or stored at the risk of Tenant, unless such damage is caused by County willful misconduct or gross negligence. Notwithstanding the foregoing, should the Premises be substantially damaged (and not repaired by County) or the Tenant Improvements substantially damaged (and not repaired by Tenant) such that Tenant cannot make use of the Premises as contemplated by this Lease, Tenant shall provide have the right to Landlord a terminate this Lease upon thirty (30) days’ written description of any alterations (other than alterations involving expenditure of less than $10,000). All alterations, additions and improvements shall be constructed in a good and workmanlike manner by licensed contractors and in compliance with all applicable laws, regulations, CC&R's, zoning ordinances and building codes. Except as provided immediately below, all alterations, additions and improvements constructed in notice to County after Tenant makes Tenant Improvements safe or on the Premises by Tenant shall remain on the Premises without compensation of any kind to Tenant upon expiration of the Term. Tenant shall not be required to remove any of the alterations, additions or improvements made to the Premises during the Term except only those alterations, additions or improvements requiring Landlord's consent, to the extent Landlord conditioned its consent upon removal of the subject alteration, addition or improvement by Tenant at the expiration of the Term. With respect to such alterations, additions or improvements only, Tenant upon the written request of Landlord, shall upon the expiration of the Term, remove such alteration, addition or improvement at its cost and restore the Premises to its condition prior to such alteration, addition or improvement. Tenant shall maintain insurance as required by Section 11.2 covering any improvements, alterations or additions to the Premises made by Tenant under the provisions of this Section 8.1, it being understood and agreed that none of such improvements shall be insured by Landlordsecure.

Tenant Improvements. The “Tenant Improvements” shall mean the interior walls, partitions, doors, door hardware, wall coverings, wall base, counters, lighting fixtures, electrical and telephone wiring, cabling for computers, electrical outlets, ceilings, floor and window coverings, that portion of the HVAC system located within any portion of the Expansion Premises, that portion of the fire sprinklers system located within any portion of the Leased Premises (including the Expansion Premises), and other items of general applicability that Tenant desires to be installed in the interior of the Expansion Premises. Tenant shall obtain promptly commence and diligently prosecute to full completion Tenant Improvements in accordance with the Drawings (defined below). The parties agree that no demolition work or other Tenant Improvements shall be commenced within the Expansion Premises until such time as Tenant has provided to Landlord copies of the building permits required to be obtained from all applicable governmental authorities. All materials, work, installations, equipment and decorations of any nature whatsoever brought on or installed in the Expansion Premises before the applicable Expansion Commencement Date or during the Expansion Term shall be at Tenant's risk, and neither Landlord nor any party acting on Landlord's written consent prior behalf shall be responsible for any damage thereto or loss or destruction thereof due to performing any alterationreason or cause whatsoever, addition excluding by reason of Landlord's negligence or improvement on willful or criminal misconduct. Notwithstanding anything set forth in this Amendment to the Premises; provided, however, that Landlord's consent shall not be required where the contemplated work (i) does not include any alteration of the structural components of the Premises, and (ii) will not cost more than Two Hundred Fifty Thousand Dollars ($250,000.00) to complete. In the event Landlord's consent is required, such consent shall not be unreasonably withheld, conditioned or delayed. In all eventscontrary, Tenant shall provide have the right, in its sole discretion, to Landlord a written description of apply all or any alterations (other than alterations involving expenditure of less than $10,000). All alterations, additions and improvements shall be constructed in a good and workmanlike manner by licensed contractors and in compliance with all applicable laws, regulations, CC&R's, zoning ordinances and building codes. Except as provided immediately below, all alterations, additions and improvements constructed in or on the Premises by Tenant shall remain on the Premises without compensation of any kind to Tenant upon expiration portion of the Term. Tenant shall not be required Total Allowance to remove any performing Alterations (as defined in and pursuant to Section 5(e) of the alterations, additions or improvements made Original Lease) to the Premises during the Term except only those alterations, additions or improvements requiring Landlord's consent, to the extent Landlord conditioned its consent upon removal of the subject alteration, addition or improvement by Tenant at the expiration of the Term. With respect to such alterations, additions or improvements only, Tenant upon the written request of Landlord, shall upon the expiration of the Term, remove such alteration, addition or improvement at its cost and restore the Premises to its condition prior to such alteration, addition or improvement. Tenant shall maintain insurance as required by Section 11.2 covering any improvements, alterations or additions to the Premises made by Tenant under the provisions of this Section 8.1, it being understood and agreed that none of such improvements shall be insured by LandlordOriginal Office Premises.

Tenant Improvements. Tenant shall obtain Landlord's written consent prior not make or allow to performing be made any alterationalterations, addition physical additions or improvement on improvements in or to the Premises; providedPremises without first obtaining the written consent of Landlord, however, that Landlord's consent shall not be required where the contemplated work (i) does not include any alteration of the structural components of the Premises, and (ii) will not cost more than Two Hundred Fifty Thousand Dollars ($250,000.00) to complete. In the event Landlord's consent is required, such which consent shall not be unreasonably withheld, conditioned conditioned, or delayed. In all events, Tenant shall provide to Landlord a written description of any alterations (other than alterations involving expenditure of less than $10,000). All Any alterations, additions and improvements shall be constructed in a good and workmanlike manner by licensed contractors and in compliance with all applicable laws, regulations, CC&R's, zoning ordinances and building codes. Except as provided immediately below, all alterations, additions and improvements constructed in or on the Premises by Tenant shall remain on the Premises without compensation of any kind to Tenant upon expiration of the Term. Tenant shall not be required to remove any of the alterations, physical additions or improvements made to the Premises during the Term except only those alterations, additions or improvements requiring Landlord's consent, to the extent Landlord conditioned its consent upon removal of the subject alteration, addition or improvement by Tenant at the expiration of the Term. With respect to such alterations, additions or improvements only, Tenant upon the written request of Landlord, shall upon the expiration of the Term, remove such alteration, addition or improvement at its cost and restore the Premises to its condition prior to such alteration, addition or improvement. Tenant shall maintain insurance as required by Section 11.2 covering any improvements, alterations or additions to the Premises made by Tenant under or installed by either party hereto shall remain upon and be surrendered with the provisions Premises and become the property of Landlord upon the expiration or earlier termination of this Section 8.1Lease without credit to Tenant; provided, it being understood and agreed however, Landlord, at its option, may require Tenant to remove any physical improvements or additions and/or repair any alterations in order to restore the Premises to the condition existing at the time Tenant took possession, all costs of removal and/or alterations to be borne by Tenant. Notwithstanding the foregoing, Tenant may request in writing that none Landlord make a determination at the time of consent as to whether the Tenant improvements will have to be removed at the end of the Lease Term. This clause shall not apply to moveable equipment, furniture or moveable trade fixtures owned by Tenant, which may be removed by Tenant at the end of the term of this Lease. Tenant shall have no authority or power, express or implied, to create or cause any mechanic’s or materialmen’s lien, charge or encumbrance of any kind against the Premises, the Property or any portion thereof. Tenant shall promptly cause any such improvements shall liens that have arisen by reason of any work claimed to have been undertaken by or through Tenant to be insured released by payment, bonding or otherwise within thirty (30) days after request by Landlord, and shall indemnify Landlord against losses arising out of any such claim (including, without limitation, reasonable legal fees and court costs).

Tenant Improvements. As set forth herein during Landlord’s completion of the Premises and thereafter as required herein, Tenant shall obtain Landlord's written consent prior to performing any alterationcomplete the Tenant Improvements thereon as set forth on Exhibit C attached hereto and made a part hereof. Provided that no structural changes are involved, addition Tenant at its expense may alter, improve, furnish, equip, and decorate the Premises as it considers necessary or improvement on or to desirable for its business and the Premises; provided, however, that Landlord's consent shall not be required where the contemplated work (i) does not include any alteration of the structural components full beneficial use of the Premises, and (ii) will not cost more than Two Hundred Fifty Thousand Dollars ($250,000.00) to complete. In the event Landlord's consent is required, such consent shall not be unreasonably withheld, conditioned or delayed. In all events, Tenant shall provide to Landlord a written description of any alterations (other than alterations involving expenditure of less than $10,000). All alterations, additions and improvements work shall be constructed done in a good proper and workmanlike manner by licensed contractors and in compliance with all applicable laws, regulations, CC&R's, zoning ordinances laws and building codes. Except as provided immediately belowAll furnishings, all alterationstrade fixtures, additions and improvements constructed in or on the Premises by equipment belonging to Tenant shall remain on the property of Tenant and may at Tenant’s election be removed from the Premises without compensation at any time during the term of this Lease, or at the expiration or termination hereof. However, Landlord and Tenant further agree that notwithstanding this provision and/or any kind to Tenant upon expiration of the Term. other provision contained herein, Tenant shall not be required to remove any the Drive Through Area canopy and may at its election leave attached to and as a part of the alterationsPremises, additions any vaults, safes, teller counters, or other built in fixtures or improvements made to which have been located on the Premises during the Term except only those alterations, additions or improvements requiring Landlord's consent, to the extent Landlord conditioned its consent upon removal as a part of the subject alterationTenant Improvements or otherwise, addition or improvement by which may thereafter be located on or installed in the Premises. If Tenant at should elect to remove all or any part of such Tenant Improvements or other fixtures from the expiration Premises, then Tenant will be responsible for the cost of necessary repair and restoration of the Term. With respect to such alterations, additions or improvements only, Tenant upon the written request of Landlord, shall upon the expiration of the Term, remove such alteration, addition or improvement at its cost and restore the Premises to its condition prior to such alteration, addition or improvement. Tenant shall maintain insurance required as required by Section 11.2 covering any improvements, alterations or additions to the Premises made by Tenant under the provisions of this Section 8.1, it being understood and agreed that none a result of such improvements shall be insured by Landlordremoval.

Tenant Improvements. Tenant shall obtain Landlord's written consent prior not make or allow to performing be made any alterationalterations, addition physical additions or improvement on improvements in or to the PremisesPremises without first obtaining the written consent of Landlord, which consent may in the sole and absolute discretion of Landlord be denied. Landlord’s failure to respond in writing to Tenant’s request for any alterations, physical additions or improvements within fifteen (15) days of receipt thereof shall be deemed Landlord’s disapproval of such request. Any alterations, physical additions or improvements to the Premises made by or installed by either party hereto shall remain upon and be surrendered with the Premises and become the property of Landlord upon the expiration or earlier termination of this Lease without credit to Tenant; provided, however, that Landlord's consent , at its option, may require Tenant to remove any physical improvements or additions and/or repair any alterations in order to restore the Premises to the condition existing at the time Tenant took possession, all costs of removal and/or alterations to be home by Tenant. This clause shall not apply to moveable equipment, furniture or moveable trade fixtures owned by Tenant, which may be required where removed by Tenant at the contemplated work (i) does not include any alteration end of the structural components Term if Tenant is not then in default and if such equipment and furniture are not then subject to any other rights, liens and interests of Landlord. Tenant shall have no authority or power, express or implied, to create or cause any mechanic’s or materialman’s lien, charge or encumbrance of any kind against the Premises, and (ii) will not cost more than Two Hundred Fifty Thousand Dollars ($250,000.00) to completethe Property or any portion thereof. In the event Landlord's consent is required, such consent shall not be unreasonably withheld, conditioned or delayed. In all events, Tenant shall provide to Landlord a written description promptly cause any such liens that have arisen by reason of any alterations work claimed to have been undertaken by or through Tenant to be released by payment, bonding or otherwise within ten (other than alterations involving expenditure 10) days after Tenant first has notice thereof, and shall indemnify and defend Landlord against liability or loss arising out of less than $10,000any such claim (including, without limitation, legal fees and court costs). All alterations, additions Landlord specifically approves the installation of carpeting and improvements shall be constructed in a good and workmanlike manner by licensed contractors and in compliance with all applicable laws, regulations, CC&R's, zoning ordinances and building codes. Except as provided immediately below, all alterations, additions and improvements constructed in or on the painting of walls within the Premises by Tenant shall remain on the Premises without compensation of any kind to Tenant upon expiration of the Term. Tenant at Tenant’s expense, which alterations shall not be required to remove be removed by Tenant upon any termination of the alterations, additions or improvements made to the Premises during the Term except only those alterations, additions or improvements requiring Landlord's consent, to the extent Landlord conditioned its consent upon removal of the subject alteration, addition or improvement by Tenant at the expiration of the Lease Term. With respect to such alterations, additions or improvements only, Tenant upon the written request of Landlord, shall upon the expiration of the Term, remove such alteration, addition or improvement at its cost and restore the Premises to its condition prior to such alteration, addition or improvement. Tenant shall maintain insurance as required by Section 11.2 covering any improvements, alterations or additions to the Premises made by Tenant under the provisions of this Section 8.1, it being understood and agreed that none of such improvements shall be insured by Landlord.

Tenant Improvements. Tenant shall obtain Landlord's written consent prior to performing any No alteration, addition addition, improvement or improvement on refinishing of or to the PremisesProject nor any installation or use of any air conditioning unit, security system, boiler, furnace, or any other similar apparatus having in any case aforesaid a material adverse affect upon the structural elements of the Building and/or the Building's plumbing, HVAC, electrical, life safety, security/card access and/or other primary Building systems shall be made by Tenant without the prior written consent of Landlord, which consent shall not be unreasonably withheld, delayed or conditioned; provided, however, this shall not prevent Tenant from installing or having installed its furniture and fixtures or vending machines. It shall not be unreasonable for Landlord to require that any and all such alterations, additions, improvements and/or refinishing be performed by Landlord's affiliate as the General Contractor and in this regard the terms and conditions set forth in SECTION 1.10 hereof with respect to the Tenant Improvement Work so far as reasonably practicable, including specifically, but not limited to, the obligation of Landlord's affiliate to obtain not less than 3 competitive bids and the provisions thereof with respect to the fee of Landlord's affiliate) (and in addition thereto Landlord's affiliate must be capable of performing any such work in a timely manner) shall apply; provided at the time of seeking Landlord's consent, Tenant shall obtain from Landlord Landlord's decision as to whether the proposed alteration, addition, improvement or refinishing (other than trade fixtures and personal property of Tenant) shall be required by Landlord to be removed by Tenant or whether such alteration, addition, improvement or refinishing may remain upon the expiration or other sooner termination of this Lease. If Landlord conditions its approval upon the removal of the alteration, addition, improvement or refinishing as aforesaid, the Tenant shall, upon Landlord's request at or about the termination of the Lease, remove same, at Tenant's cost. In all events, the cost of any such work shall include a reasonable amount to provide Landlord with a complete set of "as built" drawings in CADD format and on a diskette readable by Landlord (including architectural, structural, mechanical, electrical, plumbing and fire protection, where applicable) of any such material alterations, additions or improvements made to the Project, and a wiring schematic for all voice and data cabling. Tenant's furniture, furnishings, trade fixtures, moveable equipment and other like property shall not be deemed to be improvements to the Project and may be removed and/or replaced by Tenant at any time during the Lease Term. Notwithstanding the foregoing, Landlord's consent shall not be required where the contemplated work for, and Tenant shall not be required to use Landlord (or any affiliate of Landlord) as a General Contractor with respect to, (i) does not include any alteration the installation or removal of the structural components of the PremisesTenant's furniture, and fixtures or equipment or (ii) will not cost more than Two Hundred Fifty Thousand Dollars ($250,000.00) to completeany decorating or redecorating, including, without limitation, painting, wallpapering, carpeting or tiling. In the event addition, Tenant shall not be required to use Landlord (or any affiliate of Landlord) (but shall be required to obtain Landlord's consent is requiredprior consent, such consent which shall not be unreasonably withheld, conditioned or delayed) in connection with the moving from time-to-time of non-structural interior walls and doors, providing such movements do not affect in excess of five percent (5%) of the non-structural interior walls and doors then in the Leased Premises. In Anything herein to the contrary notwithstanding, all events, voice and data cabling installed by Tenant shall provide to Landlord a written description of any alterations or for its account at anytime during the Lease Term (other than alterations involving expenditure of less than $10,000). All alterations, additions and improvements including that installed during the initial Tenant Improvement Work) shall be constructed in a good removed and workmanlike manner by licensed contractors and in compliance with all applicable laws, regulations, CC&R's, zoning ordinances and building codes. Except as provided immediately below, all alterations, additions and improvements constructed in or on the Premises by Tenant ceiling shall remain on the Premises without compensation of any kind to Tenant upon expiration of the Term. Tenant shall not be required to remove any of the alterations, additions or improvements made to the Premises during the Term except only those alterations, additions or improvements requiring Landlord's consent, to the extent Landlord conditioned its consent upon removal of the subject alteration, addition or improvement restored by Tenant at the expiration of the Term. With respect to such alterationsthis Lease, additions or improvements only, Tenant upon the written request of Landlord, shall upon the expiration of the Term, remove such alteration, addition or improvement at its cost and restore the Premises to its condition prior to such alteration, addition or improvement. Tenant shall maintain insurance as required by Section 11.2 covering any improvements, alterations or additions to the Premises made by Tenant under the provisions of this Section 8.1, it being understood and agreed that none of such improvements shall be insured by LandlordTenant's cost.

Tenant Improvements. Tenant shall obtain Landlord's written consent prior not make or allow to performing be made any alterationnon-structural alterations, addition physical additions or improvement on improvements in or to the Premises; providedPremises without first obtaining the written consent of Landlord, however, that which consent may in the sole and absolute discretion of Landlord be denied. Landlord's consent shall not be required where the contemplated work (i) does not include ’s failure to respond in writing to Tenant’s request for any alteration of the structural components of the Premises, and (ii) will not cost more than Two Hundred Fifty Thousand Dollars ($250,000.00) to complete. In the event Landlord's consent is required, such consent shall not be unreasonably withheld, conditioned or delayed. In all events, Tenant shall provide to Landlord a written description of any alterations (other than alterations involving expenditure of less than $10,000). All alterations, additions and improvements shall be constructed in a good and workmanlike manner by licensed contractors and in compliance with all applicable laws, regulations, CC&R's, zoning ordinances and building codes. Except as provided immediately below, all alterations, additions and improvements constructed in or on the Premises by Tenant shall remain on the Premises without compensation of any kind to Tenant upon expiration of the Term. Tenant shall not be required to remove any of the alterations, physical additions or improvements made to the Premises during the Term except only those within fifteen (15) days of receipt thereof shall be deemed Landlord’s disapproval of such request. Any non-structural alterations, physical additions or improvements requiring Landlord's consent, to the extent Landlord conditioned its consent upon removal of the subject alteration, addition in or improvement by Tenant at the expiration of the Term. With respect to such alterations, additions or improvements only, Tenant upon the written request of Landlord, shall upon the expiration of the Term, remove such alteration, addition or improvement at its cost and restore the Premises to its condition prior to such alteration, addition or improvement. Tenant shall maintain insurance as required by Section 11.2 covering any improvements, alterations or additions to the Premises made by Tenant under shall be performed in accordance with Applicable Laws. Any alterations, physical additions or improvements to the provisions Premises made by or installed by either party hereto shall remain upon and be surrendered with the Premises and become the property of Landlord upon the expiration or earlier termination of this Section 8.1Lease without credit to Tenant; provided, it being understood however, Landlord, at its option, may require Tenant to remove any physical improvements or additions and/or repair any alterations, except those performed in accordance with the Tenant Improvements Rider attached hereto, in order to restore the Premises to the condition existing at the time Tenant took possession, all costs of removal and/or alterations to be borne by Tenant. This clause shall not apply to moveable equipment, furniture or moveable trade fixtures owned by Tenant, which may be removed by Tenant at the end of the term of this Lease if Tenant is not then in default and agreed if such equipment and furniture are not then subject to any other rights, liens and interests of Landlord. Tenant shall have no authority or power, express or implied, to create or cause any mechanic’s or materialman’s lien, charge or encumbrance of any kind against the Premises, the Property or any portion thereof. Tenant shall promptly cause any such liens that none have arisen by reason of any work claimed to have been undertaken by or through Tenant to be released by payment, bonding or otherwise within ten (10) days after Tenant first has notice thereof, and shall indemnify and defend Landlord against liability or loss arising out of any such improvements shall be insured by Landlordclaim (including, without limitation, legal fees and court costs).

Tenant Improvements. Tenant shall obtain Landlord's written consent prior have the right at any time, and from time to performing any alterationtime during the Term, addition to construct the Expansion Building and the Optional Improvements on the Premises (collectively, the “Tenant Improvements”), as Tenant shall deem necessary or improvement on or to desirable, which Tenant Improvements shall be made in compliance with the Premisesrequirements described in this Article 16; provided, however, that Landlord's consent any Optional Improvements to the Existing Building shall not be made in compliance with the requirements set forth in Article 17. Tenant shall be solely responsible for all costs and expenses in connection with any Tenant Improvements constructed on the Premises at no cost to Landlord other than, if required where the contemplated work (i) does not include any alteration by Section 1.3.2 of the structural components Purchase Agreement, the Building E Additional Purchase Price. Tenant shall reimburse Landlord for any extra expenses incurred by Landlord during the Term by reason of faulty work done by Tenant or its architects or contractors in connection with any of the PremisesTenant Improvements. Landlord will reasonably cooperate with Tenant’s obtaining of approvals from Governmental Authorities including providing letters of permission, consent letters, applications and similar authorizations. Upon payment of the Building E Additional Purchase Price, all Tenant Improvements shall (a) become part of the Premises and the property of Landlord, (b) remain upon and be surrendered with the Premises as a part thereof, and (iic) will not cost more than Two Hundred Fifty Thousand Dollars ($250,000.00) to complete. In the event Landlord's consent is required, such consent shall not be unreasonably withheld, conditioned or delayed. In all events, Tenant shall provide to Landlord a written description of any alterations (other than alterations involving expenditure of less than $10,000). All alterations, additions and improvements shall be constructed in a good and workmanlike manner by licensed contractors and in compliance with all applicable laws, regulations, CC&R's, zoning ordinances and building codes. Except as provided immediately below, all alterations, additions and improvements constructed in or on the Premises by Tenant shall remain on the Premises without compensation of any kind to Tenant upon expiration of the Term. Tenant shall and not be required to remove any of the alterations, additions or improvements made to the Premises during the Term except only those alterations, additions or improvements requiring Landlord's consent, to the extent Landlord conditioned its consent upon removal of the subject alteration, addition or improvement removed by Tenant at the expiration of the Term. With respect to such alterations, additions or improvements only, Tenant upon the written request of Landlord, shall upon the expiration of any time during the Term, remove such alteration, addition or improvement at its cost other than items that Tenant replaces with a comparable item of equal quality and restore quantity as existed as of the Premises to its condition prior to such alteration, addition or improvement. Tenant shall maintain insurance as required by Section 11.2 covering any improvements, alterations or additions to the Premises made by Tenant under the provisions of this Section 8.1, it being understood and agreed that none time of such improvements shall be insured by Landlordremoval.

Tenant Improvements. Tenant shall obtain Landlord's written consent prior to performing 6.1 Except as expressly provided herein, any alteration, addition or improvement on or tenant improvements to the Premises; providedPremises shall be constructed by Sublessee in accordance with the terms of Exhibit 8 to the Lease (the "Tenant Improvement Agreement"). Sublessee shall submit to Landlord complete, however, that Landlord's consent finished drawings and specifications (the "Plans") for the tenant improvements to be constructed by Sublessee (the "Tenant Improvements") together with a proposed schedule for completion. The Plans shall not reflect and be required where the contemplated work in accordance with (i) does not include any alteration of the structural components of the Premisesa space plan approved by Landlord, and (ii) will not cost more than Two Hundred Fifty Thousand Dollars ($250,000.00) to complete. In the event that certain list of Landlord's consent is required, such consent shall not be unreasonably withheld, conditioned or delayed. In all events, Tenant shall provide to Landlord a written description of any alterations (other than alterations involving expenditure of less than $10,000). All alterations, additions and improvements shall be constructed in a good and workmanlike manner by licensed contractors and in compliance with all applicable laws, regulations, CC&R's, zoning ordinances and building codes. Except Required Specifications attached as provided immediately below, all alterations, additions and improvements constructed in or on the Premises by Tenant shall remain on the Premises without compensation of any kind to Tenant upon expiration Appendix 1 of the TermTenant Improvement Agreement. Tenant shall not be required Sublessee intends to remove any of the alterations, additions or submit a space plan depicting tenant improvements made to the Premises during substantially as shown and/or described on Exhibit B to this Sublease. Notwithstanding anything set forth herein, provided that Landlord approves the Term except only those alterationsPlans, additions the Final Plans, Sublessee's architect, engineers and contractors, Sublessee's insurance and payment and performance bonds, and Tenant's Work, Sublessee will indemnify Sublessor and hold Sublessor harmless from and against all liability, costs, damages, claims, demands and expenses, including reasonable attorney's fees and costs, arising out of or improvements requiring Landlord's consent, to in any way connected with the extent immediately preceding Sublease provision and the Tenant Improvement Agreement. So long as Landlord conditioned its consent upon removal approves any disbursements of the subject alterationTenant Improvement Allowance, addition or improvement by Tenant at the expiration of the Term. With respect Sublessor shall deem all conditions to such alterations, additions or improvements only, Tenant upon the written request of Landlord, shall upon the expiration of the Term, remove such alteration, addition or improvement at its cost and restore the Premises disbursements to its condition prior to such alteration, addition or improvement. Tenant shall maintain insurance as required by Section 11.2 covering any improvements, alterations or additions to the Premises made by Tenant under the provisions of this Section 8.1, it being understood and agreed that none of such improvements shall be insured by Landlordhave been satisfied.

Tenant Improvements. Tenant shall obtain Landlord's written consent prior not make or allow to performing be made any alteration, addition alterations or improvement on physical additions in or to the Premisesleased premises without first obtaining the written consent of Landlord, which consent may in the sole and absolute discretion of Landlord be denied. Any alterations, physical additions or improvements to the leased premises made by Tenant shall at once become the property of Landlord and shall be surrendered to Landlord upon the termination of this Lease; provided, however, that Landlord's consent , at its option, may require Tenant to remove any physical additions and/or repair any alterations in order to restore the leased premises to the condition existing at the time Tenant took possession, all costs of removal and/or alterations to be borne by Tenant. This clause shall not apply to moveable equipment or furniture owned by Tenant, which may be required where removed by Tenant at the contemplated work (i) does not include any alteration end of the structural components term of this Lease if Tenant is not then in default and if such equipment and furniture are not then subject to any other rights, liens and interests of Landlord and such removal can be accomplished without material change to the Premises, and (ii) will not cost more than Two Hundred Fifty Thousand Dollars ($250,000.00) to completeleased premises. In the event Landlord's consent is required, Upon completion of any such consent shall not be unreasonably withheld, conditioned or delayed. In all eventswork by Tenant, Tenant shall provide Landlord with "as built plans", copies of all construction contracts and proof of payment for all labor and materials. To defray Landlord's costs associated with the approval and oversight of Tenant's Improvements and to confirm that such improvements are in accordance with the terms of this Lease and complies with all applicable codes and ordinances, Tenant shall pay to Landlord a written description construction management fee equal to ten percent (10%) of any alterations (other than alterations involving expenditure the cost of less than $10,000)such improvements. All alterations, additions and improvements Such fee shall be constructed in a good and workmanlike manner by licensed contractors and in compliance with all applicable laws, regulations, CC&R's, zoning ordinances and building codes. Except as provided immediately below, all alterations, additions and improvements constructed in or on the Premises by Tenant shall remain on the Premises without compensation of any kind to Tenant upon expiration of the Term. Tenant shall not be required to remove any of the alterations, additions or improvements made to the Premises during the Term except only those alterations, additions or improvements requiring Landlord's consent, to the extent Landlord conditioned its consent upon removal of the subject alteration, addition or improvement by Tenant at the expiration of the Term. With respect to such alterations, additions or improvements only, Tenant upon the written request of Landlord, shall upon the expiration of the Term, remove such alteration, addition or improvement at its cost and restore the Premises to its condition paid one-half prior to such alteration, addition or improvement. Tenant shall maintain insurance as required by Section 11.2 covering any improvements, alterations or additions to the Premises made by Tenant under the provisions of this Section 8.1, it being understood and agreed that none commencement of such improvements shall be insured by Landlordand one-half upon completion thereof.

Tenant Improvements. Tenant (A) Subject to paragraph 3(B) below, Landlord agrees to construct the New Expansion Space, on a turn-key basis (i.e., solely at Landlord’s cost and expense, except for the cost of electrical distribution from the electrical panel to be installed by Landlord, and except for the costs of the Additional Work, as that term is defined below), and using Building-Standard materials, in accordance with the Space Plan (the “Landlord’s Work”), which such Landlord’s Work shall obtain Landlord's written consent prior to performing any alteration, addition or improvement on or include electrical requirements to the Premises; provided, however, that Landlord's consent shall not be required where the contemplated work (i) does not include any alteration panel of the structural components New Expansion Space, with the Tenant being solely responsible, at Tenant’s cost and expense, for all electrical requirements from the panel to Tenant’s equipment. The construction of the Premises, and (ii) will not cost more than Two Hundred Fifty Thousand Dollars ($250,000.00) to complete. In the event Landlord's consent is required, such consent shall not be unreasonably withheld, conditioned or delayed. In all events, Tenant shall provide to Landlord a written description of any alterations (other than alterations involving expenditure of less than $10,000). All alterations, additions and improvements ’s Work shall be constructed performed in a good and workmanlike manner by licensed contractors in accordance with the Space Plan and in compliance with all applicable laws, regulationsIn the event Tenant requests, CC&R'sand Landlord approves of, zoning ordinances any changes or modifications that require work over and building codesabove the scope of the approved Space Plan, (the “Additional Work”), the costs thereof shall be Tenant’s sole responsibility. Except as provided immediately belowLandlord agrees not to unreasonably withhold, all alterations, additions and improvements constructed in delay or on the Premises by Tenant shall remain on the Premises without compensation condition its approval of any kind to Tenant upon expiration of the Termsuch changes or modifications. Tenant shall not be required pay any such costs, together with a fee equal to remove any eight percent (8%) of the alterationssame, additions or improvements made to within thirty (30) days after Tenant’s receipt of invoices therefor from Landlord, If payment is not received by Landlord within such time, Tenant shall pay interest thereon at the Premises during rate set forth in the Term except only those alterations, additions or improvements requiring Landlord's consent, to Original Lease. The Effective Date shall be the extent Landlord conditioned its consent upon removal date of “Substantial Completion” of the subject alteration, addition or improvement by Tenant at the expiration of the TermNew Expansion Space. With respect to such alterations, additions or improvements only, Tenant upon the written request of Landlord, shall upon the expiration of the Term, remove such alteration, addition or improvement at its cost and restore the Premises to its condition prior to such alteration, addition or improvement. Tenant shall maintain insurance as required by Section 11.2 covering any improvements, alterations or additions to the Premises made by Tenant under the provisions of this Section 8.1, it being understood and agreed that none of such improvements shall be insured by Landlord.“

Tenant Improvements. Landlord agrees to provide a Tenant Improvement Allowance of $360,000 for the plans, permits and construction of approximately 9,000 square feet of Tenant improvements ("Improvements"). The final plan for these Tenant Improvements must be approved by Landlord (which approval shall not be unreasonably withheld or delayed). Upon final approval of such plans and specifications for the Improvements by Landlord and Tenant, Landlord shall cause the same to be constructed in accordance with such agreed-to plans and specifications and all applicable laws. Tenant shall obtain Landlord's written consent prior have the right to performing approve the final cost of constructing the Improvements, and if Tenant fails to approve same the parties shall mutually agree to engage in value engineering and otherwise cooperate with one another so that the final cost of constructing the Improvements is acceptable to Tenant. Tenant shall not be liable for the payment of any alterationsuch costs of construction that it does not approve in writing. Upon completion of the construction of the Improvements, addition Landlord shall assign to Tenant on a non-exclusive basis (it being agreed that Landlord shall retain the right to itself pursue all such warranties) all contractors', subcontractors' and manufacturers' warranties in connection with the construction of the Improvements. If the cost of constructing the Improvements: (i) exceeds $360,000, Landlord shall pay the excess cost ("Excess") and in such event the monthly Base Rent shall be increased by the monthly amount needed to fully amortize the Excess over the Lease Term (at an interest rate of 10% per annum) in equal monthly installments (each such installment to include both principal and interest); or improvement on or (ii) is less than $360,000, the difference shall be credited to Base Rent due hereunder over the Premisesinitial Term of this Lease in equal monthly amounts; provided, however, that Landlord's consent in no event shall such credit reduce Base Rent to an amount less than $0.27 per square foot of area in the Premises per month. Landlord shall not be required where the contemplated work (i) does not include any alteration of the structural components of the Premisesentitled to charge a construction management fee, but it is acknowledged that its general contractor will charge a contractor's fee in an amount approved by Landlord and (ii) will not cost more than Two Hundred Fifty Thousand Dollars ($250,000.00) to complete. In the event Landlord's consent is required, such consent shall not be unreasonably withheld, conditioned or delayed. In all events, Tenant shall provide to Landlord a written description of any alterations (other than alterations involving expenditure of less than $10,000). All alterations, additions and improvements shall be constructed in a good and workmanlike manner by licensed contractors and in compliance with all applicable laws, regulations, CC&R's, zoning ordinances and building codes. Except as provided immediately below, all alterations, additions and improvements constructed in or on the Premises by Tenant shall remain on the Premises without compensation of any kind to Tenant upon expiration of the Term. Tenant shall not be required to remove any of the alterations, additions or improvements made to the Premises during the Term except only those alterations, additions or improvements requiring Landlord's consent, to the extent Landlord conditioned its consent upon removal of the subject alteration, addition or improvement by Tenant at the expiration of the Term. With respect to such alterations, additions or improvements only, Tenant upon the written request of Landlord, shall upon the expiration of the Term, remove such alteration, addition or improvement at its cost and restore the Premises to its condition prior to such alteration, addition or improvement. Tenant shall maintain insurance as required by Section 11.2 covering any improvements, alterations or additions to the Premises made by Tenant under the provisions of this Section 8.1, it being understood and agreed that none of such improvements shall be insured by LandlordTenant.

Tenant Improvements. Tenant may, without Landlord’s approval, perform or construct the following Tenant Improvements: (a) those involving paint, floor and wall coverings and other similar cosmetic work; (b) such alterations as may be required by applicable Laws; provided that Landlord’s consent shall obtain be required, upon the terms and conditions set forth below, for any particular such alteration that involves the demolition and rebuilding of existing improvements; or (c) other Tenant Improvements at a cost not to exceed $75,000 in any calendar year, except that Landlord's written ’s consent prior to performing will be required for any alteration, addition Tenant Improvements which adversely affect the Building structure or improvement on or involve alterations to the Premises; provided, however, that Landlord's consent shall not be required where the contemplated work (i) does not include any alteration exterior of the structural components of the PremisesBuilding. Any other Tenant Improvements may be made only after obtaining Landlord’s consent, and (ii) will not cost more than Two Hundred Fifty Thousand Dollars ($250,000.00) to complete. In the event Landlord's consent is required, such which consent shall not be unreasonably withheld, conditioned or delayed. In Landlord shall be deemed to have consented to a Tenant Improvement if Landlord does not notify Tenant in writing of its approval or disapproval thereof within fifteen (15) days after Tenant’s request for Landlord’s approval. Any and all eventsTenant Improvements constructed at Tenant’s cost during the Term and all improvements existing upon the Premises at Term commencement shall remain the property of Tenant during the Term and may be removed from the Premises at any time, with Tenant responsible to restore all damage to the Premises caused by such removal. Tenant shall provide not be obligated to Landlord a written description remove any Tenant Improvements or other improvements at the end of any alterations (other than alterations involving expenditure of less than $10,000)the Term, whether existing upon Term commencement or made by Tenant during the Term. All As used herein and elsewhere in this Lease, the term “Tenant Improvements” means all improvements, additions, alterations, additions and improvements shall be constructed in a good and workmanlike manner by licensed contractors and in compliance with all applicable laws, regulations, CC&R's, zoning ordinances and building codes. Except as provided immediately below, all alterations, additions and improvements constructed fixtures installed in or on the Premises by Tenant shall remain on the Premises without compensation of any kind to Tenant upon expiration of the Term. Tenant shall not be required to remove any of the alterations, additions or improvements made to the Premises during the Term except only those alterations, additions or improvements requiring Landlord's consent, to the extent Landlord conditioned its consent upon removal of the subject alteration, addition or improvement by Tenant at the expiration of the Term. With respect to such alterations, additions or improvements only, Tenant upon the written request of Landlord, shall upon the expiration of the Term, remove such alteration, addition or improvement at its cost and restore expense after the Premises to its condition prior to such alterationCommencement Date, addition which are not Trade Fixtures (as defined in Section 5.2) or improvement. Tenant shall maintain insurance Capital Expenditures (as required by defined in Section 11.2 covering any improvements, alterations or additions to the Premises made by Tenant under the provisions of this Section 8.1, it being understood and agreed that none of such improvements shall be insured by Landlord6.3).

Tenant Improvements. Landlord at its sole cost and expense shall perform, or cause to be performed, certain Tenant Improvements ("Tenant Improvements") to the Premises as set forth in Exhibit D ("Construction Drawings"), attached and made a part hereof and mutually agreed upon by Landlord and Tenant. Furthermore, Landlord and Tenant agree that Tenant shall obtain Landlord's written consent prior contribute $12,580.00 towards the costs of the Tenant Improvements, which Tenant shall pay 100% upon construction commencement. In the event Tenant elects to performing make any alteration, addition or improvement on or modifications to the Premises; Construction Drawings or Tenant Improvement Specifications, such modifications shall be made at Tenant's sole cost and expense ("Tenant's Share"). Tenant's Share (if such Tenant's Share actually increases the cost of the Tenant Improvements), if any, shall be paid by Tenant as additional rent, upon construction commencement Landlord shall perform, or cause to be performed the Tenant Improvements substantially in accordance with the Construction Drawings provided, however, that Landlord may make non-material changes in design or construction which are necessary in the reasonable judgment of Landlord or its architects, contractors, agents, or representatives. Landlord assumes no responsibility for existing improvements in the premises which do not meet building code. Tenant also may alter or modify the Construction Drawings at any time, but any such change, alteration, or modification is subject to Landlord's consent shall not be required where the contemplated work (i) does not include any alteration of the structural components of the Premisesreasonable approval, and (ii) will not cost more than Two Hundred Fifty Thousand Dollars ($250,000.00) must conform to complete. In the event Landlord's consent is requiredall relevant building codes, such consent shall not be unreasonably withheld, conditioned or delayed. In all events, Tenant shall provide to Landlord a written description of any alterations (other than alterations involving expenditure of less than $10,000). All alterations, additions and improvements shall be constructed in a good and workmanlike manner by licensed contractors and in compliance with all applicable lawsordinances, regulations, CC&R'senergy regulations, zoning ordinances and building codesany other governmental requirements. Except as provided immediately belowThe cost of such change, all alterationsalteration, additions and improvements constructed in or on modification by the Premises by Tenant shall remain on be at the Premises without compensation Tenant's sole cost and expense, and shall delay the Rent Commencement Date as outlined within Section 2.02 of this Lease Agreement. The cost of any kind to Tenant upon expiration of the Term. Tenant shall not be required to remove any of the alterations, changes and/or additions or improvements made to the Premises during at the Term except only those alterationsrequest of Tenant after Landlord and Tenant have agreed on the Construction Drawings, additions including, but not limited to, the actual cost of such changes and/or additions, the cost of revisions in the plans and specifications and the cost of any delays in construction, whether or improvements requiring not such changes are finally agreed to, shall be paid upon Landlord's consentpresentation of a bill therefore, to the extent Landlord conditioned its consent upon removal of the subject alteration, addition or improvement by Tenant at the expiration of the Term. With respect to such alterations, additions or improvements only, Tenant upon the written request of Landlord, shall upon the expiration of the Term, remove such alteration, addition or improvement at its cost and restore the Premises to its condition prior to such alteration, addition or improvement. Tenant shall maintain insurance as required by Section 11.2 covering any improvements, alterations or additions to the Premises made by Tenant under the provisions of this Section 8.1, it being understood and agreed that none of such improvements amount shall be insured by Landlordtreated as additional xxxx.

Tenant Improvements. (a) Tenant shall obtain Landlord's written consent prior construct within the Premises certain tenant improvements ("Tenant Improvements") in accordance with this Section 7. Tenant will provide Landlord with preliminary plans and specifications and working drawings for the Tenant Improvements, which Landlord shall have the right to performing any alterationapprove, addition and which approval shall not be unreasonably withheld or improvement on or to the Premisesdelayed; provided, however, that Landlord shall have the right to withhold such approval acting in Landlord's consent shall not be required where sole discretion if the contemplated work (i) does not include any alteration of proposed Tenant Improvements materially affect the structural components structure, roof or exterior appearance of the Premises, and except for store front glass replacing the roll up door located within the Premises (ii) will not cost more than Two Hundred Fifty Thousand Dollars ($250,000.00) so long as obstacles are placed in front of the glass to completeprevent vehicles from inadvertently driving through the glass). In the event Landlord's consent is required, such consent shall not be unreasonably withheld, conditioned or delayed. In all events, Tenant shall provide be required to Landlord a written description install as part of any alterations (other than alterations involving expenditure of less than $10,000). All alterationsthe Tenant Improvements the improvements specified on attached Exhibit C. Tenant shall construct the Tenant Improvements in accordance with the plans and specifications and working drawings, additions and improvements shall be constructed approved by Landlord, in a good and workmanlike manner by licensed contractors manner, using new and refurbished materials and in compliance accordance with all applicable laws, regulations, CC&R's, zoning ordinances and building codes. Except as provided immediately below, all alterations, additions and improvements constructed in or Any such refurbished materials shall be shown on the Premises plans and specifications submitted for Landlord's approval. Any proposed change in the approved plans and specifications and/or the working drawings shall be subject to Landlord's further approval as specified above. The initial Tenant Improvements approved by Tenant Landlord shall remain on the Premises without compensation of any kind to Tenant upon expiration of the Term. Tenant not be considered an alteration under Section 9 and shall not be required to remove any of the alterations, additions or improvements made to be removed from the Premises during the Term except only those alterations, additions or improvements requiring Landlord's consent, to the extent Landlord conditioned its consent upon removal of the subject alteration, addition or improvement by Tenant at the expiration or earlier termination of the Term. With respect Landlord shall contribute to such alterations, additions or improvements only, Tenant upon the written request of Landlord, shall upon the expiration cost of the TermTenant Improvements a tenant improvements allowance (the "Tenant Improvement Allowance") in an amount not to exceed $330,000, remove such alteration, addition or improvement at its cost and restore the Premises to its condition prior to such alteration, addition or improvement. Tenant shall maintain insurance as required by Section 11.2 covering any improvements, alterations or additions to the Premises made by Tenant under the provisions of this Section 8.1, it being understood and agreed that none of such improvements shall be insured by Landlordspecified below.

Tenant Improvements. (a) Tenant shall obtain Landlord's written consent prior to performing construct any alteration, addition or improvement on or Tenant Improvements to the PremisesPremises in accordance with the provisions of the Work Letter Agreement attached as Exhibit D to the Lease; provided, however, that Landlord's consent the Paragraphs 5 and 6 of the Work Letter Agreement shall not be required where applicable. Landlord shall instead provide Tenant with an allowance for the contemplated work (i) does not include design and construction of any alteration Tenant Improvements to the Premises in the amount of the structural components of the Premises, and (ii) will not cost more than Two One Million Four Hundred Fifty Thousand Dollars ($250,000.001,400,000) (the “Tenant Improvements Allowance”) and Landlord shall make the Tenant Improvement Allowance available to completeTenant at any time during the 2015 and 2016 calendar years (the “Construction Period”). In Landlord and Tenant agree that the event construction of any Tenant Improvements may be completed in phases if desired by Tenant. Therefore, notwithstanding anything contained in this Paragraph 7 or Exhibit D to the Lease to the contrary, Tenant shall be allowed to submit “Final Plans and Specifications” (as defined in the Exhibit D) for any Tenant Improvements to Landlord in multiple phases during the Construction Period. Tenant shall not, however, make any material changes to any Final Plans and Specifications which have been approved by Landlord without Landlord's consent is required’s prior written consent, such which consent shall not be unreasonably withheld, conditioned or delayed. In all events, Tenant shall provide to Landlord a written description of any alterations (other than alterations involving expenditure of less than $10,000). All alterations, additions and improvements shall be constructed in a good and workmanlike manner by licensed contractors and in compliance with all applicable laws, regulations, CC&R's, zoning ordinances and building codes. Except as provided immediately below, all alterations, additions and improvements constructed in or on the Premises by Tenant shall remain on the Premises without compensation of any kind to Tenant upon expiration of the Term. Tenant shall not be required to remove any of the alterations, additions or improvements made to the Premises during the Term except only those alterations, additions or improvements requiring Landlord's consent, to the extent Landlord conditioned its consent upon removal of the subject alteration, addition or improvement by Tenant at the expiration of the Term. With respect to such alterations, additions or improvements only, Tenant upon the written request of Landlord, shall upon the expiration of the Term, remove such alteration, addition or improvement at its cost and restore the Premises to its condition prior to such alteration, addition or improvement. Tenant shall maintain insurance as required by Section 11.2 covering any improvements, alterations or additions to the Premises made by Tenant under the provisions of this Section 8.1, it being understood and agreed that none of such improvements shall be insured by Landlord.