Common use of Tenant Work Clause in Contracts

Tenant Work. At any time after the Commencement Date, Tenant shall not perform any Tenant Work without first: (A) submitting to Landlord the Tenant plans in reasonable detail with respect to any proposed Tenant Work, and (B) obtaining Landlord’s prior written approval thereof. In order to obtain Landlord’s approval of the Tenant plans, Tenant shall, within ninety (90) days of the Effective Date, at the sole cost and expense of Tenant, prepare and submit to Landlord two (2) copies of a complete set of the Tenant plans, which Tenant plans shall include a complete set of construction documents, including, without limitation, plans and specifications, floor plans, and complete detail work describing the proposed Tenant Work. In the event that Landlord disapproves the Tenant plans, Landlord shall advise Tenant of the reasons that the Tenant plans were disapproved, including recommendations as to changes which would make the Tenant plans acceptable to Landlord. Upon receipt of such disapproval with such recommendations, if any, Tenant shall expeditiously re-prepare and re-submit the Tenant plans to Landlord. Once Landlord and Tenant agree upon the Tenant plans, then the Tenant plans shall be deemed to be final. Once the Tenant plans are final, the Tenant plans shall not be modified or amended without the prior written consent of Landlord. Provided that the Tenant plans are finalized in accordance with this Paragraph 3.8, then Tenant shall, at the sole cost and expense of Tenant, expeditiously, diligently and in good faith promptly commence and promptly complete the Tenant Work. For purposes of this 3.8, the phrase “complete” shall be deemed to mean: (i) construction of the Tenant Work has been completed in accordance with the Tenant plans; and (ii) a permanent certificate of occupancy has been issued by the appropriate governmental authority with respect to the Tenant Work. All repairs to the Tenant Work shall be Tenant Repairs. Any Tenant Work shall remain upon the Premises upon the Termination Date unless Landlord, at Landlord’s option, shall require the restoration of the Premises to the condition thereof on the Commencement Date, in which event Tenant shall so restore the Premises prior to the Termination Date. All of the Tenant Work shall comply with all Laws, and shall be performed in a good and workmanlike manner. Tenant shall pay for all of the Tenant Work, and Tenant shall prevent any mechanic’s or materialman’s liens being filed with respect thereto. With respect to all Tenant Work, Tenant shall adhere to the Tenant Improvement Guidelines set forth in Exhibit “E” annexed hereto. Notwithstanding anything to the contrary contained herein, Tenant shall not be required to comply with the foregoing requirements in the event Tenant makes or causes to be made any single, non-structural alteration, renovation, improvement or other installation in and to the Premises or any part thereof in an amount that exceeds Ten Thousand and No/100 ($10,000.00) Dollars. Any interior non-structural alterations, renovations, improvements or other installations that exceed Ten Thousand and No/100 ($10,000.00) Dollars shall require Landlord’s prior written approval.

Tenant Work. At (a) Prior to the respective Commencement Date for each of ▇▇▇▇ ▇ and Unit 5, Tenant shall, at its cost and expense, (i) complete or cause the completion of all Leasehold Improvements (save and except for any time after Landlord’s Work) which are required to complete ▇▇▇▇ ▇ for Tenant’s business operations thereon; (ii) paint the Commencement DatePremises; (iii) carpet the Premises; and (iv) install an opening(s) in the demising wall between Unit 4 and Unit 5; (collectively, “Tenant’s Work”), which shall be no less than the base building standard then in effect for the Project, all in accordance with the applicable provisions of the Lease and in accordance with the “Tenant Design Criteria Manual”, if any, applicable to the Project. (b) Prior to commencing any Tenant’s Work, Tenant shall not deliver to Landlord: (i) certified copies or certificates of insurance from its contractors and/or sub-contractors engaged to perform any Tenant Work without first: (A) submitting to Landlord the Tenant plans in reasonable detail with respect to any proposed Tenant Tenant’s Work, evidencing insurance coverage satisfactory to Landlord, acting reasonably; (ii) permit-ready plans, drawings and (B) obtaining specifications for the Tenant’s Work for Landlord’s prior written approval thereof. In order approval; and (iii) copies of all building permits required to obtain Landlordbe obtained by Tenant prior to commencing the Tenant’s approval Work, it being understood and agreed that the procurement of the any such permits is to be undertaken by Tenant plans, Tenant shall, within ninety (90) days of the Effective Date, at the its sole cost and expense expense. Tenant hereby agrees to indemnify and save harmless Landlord from and against any damages, penalties, fines, claims, losses or liabilities whatsoever incurred by Tenant as a result of any delays in commencing and/or completing the Tenant’s Work due to delays incurred in receiving required permits therefor. (c) Any damage to the Premises, the Building or the Project caused during the performance of the Tenant’s Work by Tenant, prepare and submit its contractors, sub-contractors, tradesmen or material suppliers shall immediately be repaired by Tenant to Landlord two (2) copies of a complete set of the Tenant plans, which Tenant plans shall include a complete set of construction documents, including, without limitation, plans and specifications, floor plans, and complete detail work describing the proposed Tenant Work. In the event that Landlord disapproves the Tenant plans, Landlord shall advise Tenant of the reasons that the Tenant plans were disapproved, including recommendations as to changes which would make the Tenant plans acceptable to Landlord. Upon receipt of such disapproval with such recommendations, if any, Tenant shall expeditiously re-prepare and re-submit the Tenant plans to Landlord. Once Landlord and Tenant agree upon the Tenant plans, then the Tenant plans shall be deemed to be final. Once the Tenant plans are final, the Tenant plans shall not be modified or amended without the prior written consent satisfaction of Landlord. Provided that the Tenant plans are finalized in accordance with this Paragraph 3.8, then Tenant shall, at the sole cost and expense of Tenant, expeditiously, diligently and in good faith promptly commence and promptly complete the Tenant Work. For purposes of this 3.8, the phrase “complete” shall be deemed to mean: (i) construction of the Tenant Work has been completed in accordance with the Tenant plans; and (ii) a permanent certificate of occupancy has been issued by the appropriate governmental authority with respect to the Tenant Work. All repairs to the Tenant Work shall be Tenant Repairs. Any Tenant Work shall remain upon the Premises upon the Termination Date unless Landlordor, at Landlord’s option, shall require by Landlord at the restoration expense of Tenant payable on demand, plus fifteen (15%) percent of such costs for Landlord’s supervision. (d) The opinion in writing of the Premises to the condition thereof on the Commencement Date, in which event Tenant shall so restore the Premises prior to the Termination Date. All of the Tenant Work shall comply with all Laws, and Architect shall be performed binding on both Landlord and Tenant respecting all matters of dispute regarding the Tenant’s Work, including the state of completion and whether or not work is completed in a good and workmanlike manner. Tenant shall pay manner and in accordance with plans and specifications for all the Tenant’s Work as approved by Landlord. (e) Notwithstanding anything contained herein, including without limitation the provisions relating to Landlord’s approval of the plans and specifications pertaining to the Tenant’s Work and to any rights of Landlord to perform any work or do any other thing on Tenant’s behalf, and notwithstanding any notice which may be received by Landlord from any of Tenant’s contractors or sub-contractors, Landlord shall not be liable, and no lien or other encumbrance shall attach to Landlord’s interest in the Premises, pursuant to the Construction Lien Act, in respect of materials supplied or work done by Tenant or on behalf of Tenant or related to the Tenant’s Work, and Tenant shall prevent so notify or cause to be notified all its contractors and sub-contractors and shall indemnify Landlord from any mechanicliability whatsoever arising out of the performance of the Tenant’s Work. Tenant hereby acknowledges and agrees that the provision of any materials, work or materialmanservices performed by Landlord at Tenant’s liens being filed with expense in respect thereto. With respect of any of the Tenant’s Work or pursuant to all Tenant any provision hereof shall be deemed to be provided by Landlord on Tenant’s behalf as Tenant’s contractor. (f) Upon completion of Tenant’s Work, Tenant shall adhere deliver to Landlord evidence, satisfactory to Landlord, acting reasonably, that all building permits related to the Tenant Improvement Guidelines set forth in Exhibit “E” annexed hereto. Notwithstanding anything to the contrary contained herein, Tenant shall not be required to comply with the foregoing requirements in the event Tenant makes or causes to be made any single, non-structural alteration, renovation, improvement or other installation in Tenant’s Work have been properly satisfied and to the Premises or any part thereof in an amount that exceeds Ten Thousand and No/100 ($10,000.00) Dollars. Any interior non-structural alterations, renovations, improvements or other installations that exceed Ten Thousand and No/100 ($10,000.00) Dollars shall require Landlord’s prior written approvalclosed.

Tenant Work. The Tenant shall not, without the Landlord's prior written approval, which approval may not be unreasonably withheld by the Landlord, make any change, alteration, repair, addition or improvement in or to the Leased Premises which affects in a material way the structure or perimeter walls, any sprinkler system, life safety equipment or systems, heating, ventilating, and/or air-conditioning equipment or systems, the plumbing, electrical and mechanical equipment or systems, the bearing floors, the signage, the ceilings, the columns or the roof. The Tenant shall submit to the Landlord adequate details of any such proposed work which requires the Landlord's approval including drawings and specifications conforming to good engineering practice which have been prepared by qualified engineers and designers. Within ten (10) business days of receipt of the Tenant's request for approval, the Landlord shall either give its approval or describe in writing with reasonable particularity the reasons for denying the same. At any the time after of granting the Commencement approval, the Landlord shall advise the Tenant as to whether the Tenant shall be required on the Termination Date, to remove such alterations and restore the Leased Premises in accordance with Section 2.5. All work carried out by the Tenant (whether or not requiring the Landlord's consent) shall be carried out in a good and workmanlike manner, with quality materials and in accordance with all Applicable Laws and the drawings and specifications approved by the Landlord, and shall be performed by contractors and subcontractors who have been approved in advance by the Landlord and by competent workers. The Tenant shall not perform any Tenant Work without first: (A) submitting submit to Landlord the Landlord's supervision over construction and promptly pay when due the cost of all such work and of all materials, labour and services involved therein. Upon the completion of the work, the Tenant plans in reasonable detail shall deliver to the Landlord "as built" CAD drawings with respect to such work. The Tenant shall ensure that its general contract or takes out and keeps in force contractor's general liability insurance, all risks property insurance insuring physical loss or damage during the course of construction, including without limitation, damage due to flood or earthquakes, for the full replacement value of the work, and boiler and pressure vessel insurance issued on a broad form basis in an amount not less than replacement value (collectively, the "Contractor's Insurance"). The term of each policy of insurance comprising the Contractor's Insurance shall be from the date of the commencement of the work until ten (10) days after the work has been completed. The Tenant shall during the term of the Contractor's Insurance monitor the limit of both the all risks property insurance and the boiler and pressure insurance included in the Contractor's Insurance to include the cost of changes in the work. The Tenant shall also ensure that the Landlord is added as an additional insured to the Contractor's Insurance. Prior to the commencement of any proposed such work, the Tenant Workshall require its general contractor to provide the Landlord with proof that the Contractor's Insurance is in place and in good standing and to promptly provide the Landlord, on request, a certified true copy of each insurance policy comprising the Contractor's Insurance. If the general contractor fails to provide or maintain the Contractor's Insurance as required by this section, the Landlord shall have the right to provide and maintain such insurance, in which case the cost thereof shall be payable by the Tenant to the Landlord on demand. In the case of an insured loss, any deductible amount payable under the Contractor's Insurance and paid or absorbed by the Landlord shall be reimbursed by the Tenant forthwith on demand. During the course of construction, the Landlord and its employees and consultants shall have reasonable access to the Leased Premises to inspect and examine all work being carried out, provided that such right of inspection and examination shall not be exercised in a manner which would interfere with the construction and completion of such work. If the Landlord gives the Tenant Notice that the work being carried out is deficient or is otherwise not in compliance with the approved drawings and specifications, which Notice shall contain particulars of the alleged deficiency or non-compliance, the Tenant shall immediately provide a copy of such Notice to the Tenant's architect and shall immediately attempt to cure such deficiency or non-compliance by enforcing its remedies as appropriate in accordance with the provisions of the construction contract with its general contractor or otherwise with the intention that such alleged deficiency or non-compliance be rectified in the shortest possible time. The Tenant's architect shall promptly notify the Landlord whether or to the extent he/she concurs with the provisions of the Landlord's Notice. Either the Landlord or Tenant may refer the decision of the Tenant's Architect to arbitration. Within thirty (30) days of substantial completion (as such term in defined in the Construction Lien Act, as amended or replaced from time to time) of such work, the Tenant shall deliver to the Landlord (i) copies of all guarantees and warranties provided by any contractors, subcontractors, or material suppliers with respect to the work, and (Bii) obtaining Landlord’s prior written approval thereof. In order to obtain Landlord’s approval of a certificate issued by the Tenant plans, Tenant shall, within ninety (90) days of the Effective Date, at the sole cost and expense of Tenant, prepare and submit to Landlord two (2) copies of a complete set of the Tenant plans, which Tenant plans shall include a complete set of construction documents, including, without limitation, plans and specifications, floor plans, and complete detail work describing the proposed Tenant Work. In the event that Landlord disapproves the Tenant plans, Landlord shall advise Tenant of the reasons 's Architect certifying that the Tenant plans were disapproved, including recommendations as to changes which would make the Tenant plans acceptable to Landlord. Upon receipt of such disapproval with such recommendations, if any, Tenant shall expeditiously re-prepare and re-submit the Tenant plans to Landlord. Once Landlord and Tenant agree upon the Tenant plans, then the Tenant plans shall be deemed to be final. Once the Tenant plans are final, the Tenant plans shall not be modified or amended without the prior written consent of Landlord. Provided that the Tenant plans are finalized in accordance with this Paragraph 3.8, then Tenant shall, at the sole cost and expense of Tenant, expeditiously, diligently and in good faith promptly commence and promptly complete the Tenant Work. For purposes of this 3.8, the phrase “complete” shall be deemed to mean: (i) construction of the Tenant Work work has been completed in accordance with all Applicable Laws and in accordance with the approved drawings and specifications. The Tenant plans; agrees to use its best efforts to complete any incomplete work as noted in the Tenant's Architect's certificate (or as determined by arbitration) promptly and (ii) a permanent certificate of occupancy has been issued by the appropriate governmental authority with respect to the Tenant Work. All repairs to the Tenant Work shall be Tenant Repairs. Any Tenant Work shall remain upon the Premises upon the Termination Date unless Landlord, at Landlord’s option, shall require the restoration of the Premises to the condition thereof on the Commencement Date, in which event Tenant shall so restore the Premises prior to the Termination Date. All of the Tenant Work shall comply with all Laws, and shall be performed in a good and workmanlike manner. Tenant shall pay for all manner and agrees to use its best efforts to cause any noted deficiencies or incomplete work to be remedied within a reasonable period given the nature of the Tenant Work, deficiency. Any dispute between Landlord and Tenant shall prevent arising under any mechanic’s or materialman’s liens being filed with respect thereto. With respect to all Tenant Work, Tenant shall adhere to the Tenant Improvement Guidelines set forth in Exhibit “E” annexed hereto. Notwithstanding anything to the contrary contained herein, Tenant shall provisions of this Article which cannot be required to comply resolved by good faith negotiations shall be determined by arbitration in accordance with the foregoing requirements in the event Tenant makes Arbitration Act, 1991 of Ontario, as amended or causes replaced from time to be made any single, non-structural alteration, renovation, improvement or other installation in and to the Premises or any part thereof in an amount that exceeds Ten Thousand and No/100 ($10,000.00) Dollars. Any interior non-structural alterations, renovations, improvements or other installations that exceed Ten Thousand and No/100 ($10,000.00) Dollars shall require Landlord’s prior written approvaltime.

Tenant Work. At any time after the Commencement Date, (a) The Tenant shall not perform make any Tenant Work additional alterations or additions, structural or non-structural, to the Premises without first: (A) submitting to first obtaining the written consent of Landlord the Tenant plans in reasonable detail with respect to any proposed Tenant Work, and (B) obtaining Landlord’s prior written approval thereof. In order to obtain Landlord’s approval of the Tenant plans, Tenant shall, within ninety (90) days of the Effective Date, at the sole cost and expense of Tenant, prepare and submit to Landlord two (2) copies of a complete set of the Tenant planson each occasion, which Tenant plans shall include a complete set of construction documents, including, without limitation, plans and specifications, floor plans, and complete detail work describing the proposed Tenant Work. In the event that Landlord disapproves the Tenant plans, Landlord shall advise Tenant of the reasons that the Tenant plans were disapproved, including recommendations as to changes which would make the Tenant plans acceptable to Landlord. Upon receipt of such disapproval with such recommendations, if any, Tenant shall expeditiously re-prepare and re-submit the Tenant plans to Landlord. Once Landlord and Tenant agree upon the Tenant plans, then the Tenant plans shall be deemed to be final. Once the Tenant plans are final, the Tenant plans consent shall not be modified unreasonably withheld, conditioned or amended without delayed. Any such alterations or additions are referred to herein as “Tenant Work”. For non-structural alterations or additions valued at less than $100,000 which do not affect any of the prior written consent of Landlord. Provided that the Tenant plans are finalized exterior, lobbies, elevator, roof, structure, or building systems in accordance with this Paragraph 3.8, then Tenant shall, or at the sole cost and expense of TenantBuilding, expeditiouslyLandlord’s consent shall not be required (“Minor Alterations”) provided, diligently and in good faith promptly commence and promptly complete the Tenant Work. For purposes of this 3.8however, the phrase “complete” shall be deemed to mean: that (i) construction of if such Minor Alteration requires a building permit from the Tenant Work has been completed in accordance with the Tenant plans; applicable municipal authority, Landlord’s consent shall be required, provided that such consent shall not be unreasonably withheld, conditioned or delayed, and (ii) a permanent certificate of occupancy has been issued by the appropriate governmental authority with respect to the Tenant Work. All repairs to the Tenant Work shall be Tenant Repairs. Any Tenant Work shall remain if Landlord’s consent was not obtained therefor, upon the Premises upon expiration or termination of this Lease, Tenant shall readapt, repair and restore the Termination Date unless Landlord, at Landlord’s option, shall require the restoration affected portion of the Premises to substantially the condition thereof on the Commencement Datesame were in prior to such Minor Alteration. Additionally, Tenant shall give prior written notice to Landlord of any Minor Alteration regardless of whether Landlord’s consent is required. Wherever consent is required, it shall include reasonable approval of plans and contractors and the insurance required under Section 4.04. Unless otherwise approved by Landlord, Tenant shall use the structural engineer employed by Landlord for the Building where Alterations affect Building structure. Tenant shall notify Landlord of all alterations or additions and provide Landlord with copies of any construction plans therefor whether or not Landlord’s consent is required. All such allowed alterations, including reasonable third-party costs of review in seeking Landlord’s approval, shall be made at Tenant’s expense by an Approved Contractor (as defined below), in which event compliance with all laws, and be of first class quality. Prior to commencing any work at the Property other than Minor Alterations or Alterations costing less than $1,000,000 (such amount decreasing to $250,000 at any time that Tenant fails to meet the Financial Test) in the aggregate, Tenant shall so restore provide and record bonds or such other security as is reasonably satisfactory to Landlord sufficient to protect the Premises prior interests of both Tenant and Landlord in the Property from any lien arising out of a failure to the Termination Date. All of the Tenant Work shall comply with all Lawspay for work performed for Tenant, and all alterations and additions performed by ▇▇▇▇▇▇, (but excluding Minor Alterations), shall be performed in a good and workmanlike mannerby an Approved Contractor. Tenant shall pay for all Upon the expiration or earlier termination of the Tenant Work, and Tenant shall prevent any mechanic’s or materialman’s liens being filed with respect thereto. With respect to all Tenant Workthis Lease, Tenant shall adhere assign to Landlord (without recourse) all warranties and guaranties then in effect for all work performed by Tenant at the Tenant Improvement Guidelines set forth in Exhibit “E” annexed hereto. Notwithstanding anything to the contrary contained herein, Tenant shall not be required to comply with the foregoing requirements in the event Tenant makes or causes to be made any single, non-structural alteration, renovation, improvement or other installation in and to the Premises or any part thereof in an amount that exceeds Ten Thousand and No/100 ($10,000.00) Dollars. Any interior non-structural alterations, renovations, improvements or other installations that exceed Ten Thousand and No/100 ($10,000.00) Dollars shall require Landlord’s prior written approvalPremises.

Tenant Work. At (a) The completed interior design drawings, layouts and interior specifications and HVAC drawings for the preparation of the Demised Premises shall be annexed hereto and, as of the date of such annexation, made a part of this Lease as Exhibit C‑1 and shall be referred to as the "Plans and Specifications" (it being agreed to by the parties that the Plans and Specifications shall be based on the preliminary space plans attached hereto as Exhibit C-3 (the “Preliminary Plans”)). The Tenant Workletter, annexed hereto as Exhibit C-2, sets forth in detail the parties' understanding regarding building standards, Tenant Work and certain other aspects of Tenant Work in the Building. (b) Construction, according to the Plans and Specifications ("Tenant Work") shall be carried out and pursued to completion with reasonable diligence by and at the expense of Tenant and with the cooperation of Landlord, upon the terms and conditions set forth below. Tenant may begin Tenant Work on the later of March 1, 2016 and the approval by Landlord of the Plans and Specifications (which approval shall not be unreasonably withheld so long as the Plans and Specifications reflect the Preliminary Plans): (i) Prior to commencing any time after the Commencement DateTenant Work, Tenant shall not perform any Tenant Work without first: (A) submitting furnish to Landlord the a written list of general contractors who are proposed to perform such work. Such general contractors (and all contractors) shall be first-class contractors and shall maintain current licenses with applicable governmental and/or other enforcement authorities. Tenant plans in reasonable detail with respect to any proposed Tenant Work, and (B) obtaining Landlord’s prior written approval thereof. In order to obtain Landlord’s approval of the Tenant plans, Tenant shall, within ninety (90) days of the Effective Date, at the sole cost and expense of Tenant, prepare and submit shall furnish to Landlord two (2) copies of a complete set of the Tenant plans, which Tenant plans shall include a complete set of construction documents, including, without limitation, plans such general contractors’ and specifications, floor plans, and complete detail work describing the proposed Tenant Work. In the event that Landlord disapproves the Tenant plans, Landlord shall advise Tenant of the reasons that the Tenant plans were disapprovedother contractors’ insurance policies, including recommendations as to changes which would make the Tenant plans workers compensation, public liability and property damage, all in amounts and with companies acceptable to Landlord. Upon Landlord shall have the right to reject such proposed general contractors by written notice to Tenant within ten days of Landlord's receipt of such disapproval the above information. (ii) Tenant shall promptly apply for all approvals and permits legally required in connection with such recommendationsthe performance of Tenant Work. If necessary, if anyLandlord shall join in the execution of the applications, and at Tenant's request, shall cooperate with the prosecution of the application (and Landlord shall not charge Tenant any fees in connection therewith). Tenant shall bear all fees, costs and expenses in connection with the applications. Tenant shall prosecute the applications diligently and use its best efforts to seek the approvals and permits applied for and shall provide Landlord with copies of all permits and approvals upon receipt thereof. Tenant shall advise Landlord of its progress from time to time and upon request by Landlord. (iii) Promptly after all requisite approvals and permits have been granted, Tenant shall expeditiously re-prepare commence the performance of Tenant Work and re-submit the shall diligently prosecute Tenant plans Work to Landlord. Once Landlord and completion. (iv) Tenant agree upon the Tenant plans, then the Tenant plans shall be deemed perform or cause to be final. Once the Tenant plans are final, the Tenant plans shall not be modified or amended without the prior written consent performed all of Landlord. Provided that the Tenant plans are finalized in accordance with this Paragraph 3.8, then Tenant shall, at the sole cost and expense of Tenant, expeditiously, diligently and in good faith promptly commence and promptly complete the Tenant Work. For purposes of this 3.8, the phrase “complete” shall be deemed to mean: (i) construction of the Tenant Work has been completed in accordance with the Tenant plans; Plans and (ii) a permanent certificate Specifications, all requirements of occupancy has been issued by the appropriate governmental authority with respect to the Tenant Work. All repairs to the Tenant Work shall be Tenant Repairs. Any Tenant Work shall remain upon the Premises upon the Termination Date unless Landlord, at Landlord’s option, shall require the restoration regulations of the Premises to the condition thereof on the Commencement Date, in which event Tenant shall so restore the Premises prior to the Termination Date. All of the Tenant Work shall comply with all Lawsany applicable public authority, and the terms and conditions of all insurance policies and shall be performed do so in a good and workmanlike manner, and the Tenant Work shall in no event interfere with building systems or with any other tenant’s use and quiet enjoyment of such tenant’s leased space in the Building. Notwithstanding any failure by Landlord to object to any such Tenant Work Landlord shall have no responsibility therefor. Tenant shall pay agrees to save and hold Landlord harmless as provided in the Lease for all of the said Tenant Work. (v) Tenant's contractors shall have access to the Demised Premises during Business Hours (as defined in Exhibit D hereto) and Landlord shall provide water, heating or cooling to the extent such services are being provided to the Demised Premises pursuant to the terms of this Lease. Tenant's contractors may have access to the Demised Premises beyond Business Hours if Landlord approves in writing, and water, heating or cooling at Tenant’s request, if Tenant agrees to pay utility overtime charges on an hourly basis as set forth in the Rules and Regulations (defined herein). (vi) Tenant shall prevent provide Landlord with "as built drawings" upon completion of Tenant Work. (vii) If any mechanic’s or materialman’s liens being filed governmental authority requires that a certificate of occupancy be issued with respect thereto. With respect to all the Demised Premises as a result of Tenant Work, Tenant shall adhere apply for, obtain such certificate of occupancy and provide a copy thereof to Landlord prior to Tenant’s occupancy of the Demised Premises. (c) Tenant Improvement Guidelines set forth acknowledges that the Building is a multi-tenant building, and that Landlord and other tenants in Exhibit “E” annexed heretothe Building and their respective contractors will be performing tenant fit-up work and other construction in the Building from time to time, during both Business Hours and non Business Hours. Notwithstanding anything to the contrary contained herein, Tenant Any such work or other construction shall not be required to comply unreasonably interfere with the foregoing requirements Tenant’s business operations in the event Tenant makes or causes to be made any single, non-structural alteration, renovation, improvement or other installation in and to the Premises or any part thereof in an amount that exceeds Ten Thousand and No/100 ($10,000.00) Dollars. Any interior non-structural alterations, renovations, improvements or other installations that exceed Ten Thousand and No/100 ($10,000.00) Dollars shall require Landlord’s prior written approvalBuilding.

Tenant Work. At any time after the Commencement Date, Tenant shall not perform any Tenant Work without first: (A) submitting cause to Landlord the Tenant plans in reasonable detail with respect to any proposed Tenant Work, and (B) obtaining Landlord’s prior written approval thereof. In order to obtain Landlord’s approval of the Tenant plans, Tenant shall, within ninety (90) days of the Effective Date, at the sole cost and expense of Tenant, prepare and submit to Landlord two (2) copies of a complete set of the Tenant plans, which Tenant plans shall include a complete set of construction documents, including, without limitation, plans and specifications, floor plans, and complete detail work describing the proposed Tenant Work. In the event that Landlord disapproves the Tenant plans, Landlord shall advise Tenant of the reasons that the Tenant plans were disapproved, including recommendations as to changes which would make the Tenant plans acceptable to Landlord. Upon receipt of such disapproval with such recommendations, if any, Tenant shall expeditiously re-prepare and re-submit the Tenant plans to Landlord. Once Landlord and Tenant agree be completed upon the Tenant plans, then the Tenant plans shall be deemed to be final. Once the Tenant plans are final, the Tenant plans shall not be modified or amended without the prior written consent of Landlord. Provided that the Tenant plans are finalized Premises in accordance with this Paragraph 3.8applicable laws, then ordinances or regulations and orders of federal, state or other governmental authorities, those improvements, other than the Landlord Improvements, which are necessary or desirable to Tenant shall, at in order to make the sole cost Premises suitable for Tenant's use and expense of Tenant, expeditiously, diligently and in good faith promptly commence and promptly complete the occupancy ("Tenant Work"). For purposes of this 3.8, the phrase “complete” shall be deemed to mean: (i) construction of the Tenant Work has been completed in accordance with the Tenant plans; and (ii) a permanent certificate of occupancy has been issued by the appropriate governmental authority with respect to the Tenant Work. All repairs to the Tenant Work shall be Tenant Repairs. Any Tenant Work shall remain upon the Premises upon the Termination Date unless Landlord, at Landlord’s option, shall require the restoration of the Premises subject to the condition thereof on following conditions: (i) Not later than ten (10) days prior to commencing the Commencement DateTenant Work, in which event Tenant shall so restore the Premises prior to the Termination Date. All of the Tenant Work shall comply provide Landlord with all Laws, plans and shall be performed in a good and workmanlike manner. Tenant shall pay for all specifications of the Tenant Work, and the identity of the general contractor engaged by Tenant to perform the Tenant Work. (ii) Tenant or Tenant's contractor shall, throughout the period of construction, procure and maintain building's risk insurance coverage in an amount sufficient to cover the cost of Tenant Work, and naming the Tenant and Landlord as additional insureds, as their interests may appear. (iii) Tenant shall prevent promptly pay and discharge all costs, expenses, damages and other liabilities which may arise in connection with or by reason of the Tenant Work. (iv) Tenant shall not permit the filing of any mechanic’s 's lien and, within thirty (30) days after written notice of its existence thereof from Landlord shall discharge or materialman’s liens being filed with respect theretobond over any mechanic's lien for material or labor claimed to have been furnished to the Premises on Tenant's behalf (except for work contracted for by Landlord). With respect Prior to all commencing any of the Tenant Work, Tenant shall adhere (i) file waivers on behalf of each contractor waiving such contractor's night to the file for or claim a mechanic's lien under Pennsylvania's Mechanic's Lien Law and (ii) provide to Landlord a time-stamped cover of such filings. (v) The Tenant Improvement Guidelines set forth Work shall be completed in Exhibit “E” annexed hereto. Notwithstanding anything to the contrary contained herein, Tenant shall not be required to comply accordance with the foregoing requirements in plans and specifications and construction schedule prepared by Tenant and attached hereto or provided to Landlord, subject to changes as may be approved by Tenant pursuant to a written change order signed by Tenant. (vi) The Tenant Work will not weaken or impair the event Tenant makes structural integrity or causes to be made any single, non-structural alteration, renovation, improvement or other installation in and to lessen the value of the Premises or any part thereof in an amount that exceeds Ten Thousand thereof (vii) Not later than two (2) business days prior to commencement of the Tenant Work, Tenant shall obtain, at Tenant's sold cost and No/100 ($10,000.00) Dollars. Any interior non-structural alterationsexpense, renovations, improvements or other installations that exceed Ten Thousand all permits and No/100 ($10,000.00) Dollars approvals necessary for construction of the Tenant Work and shall require Landlord’s prior written approvalprovide a copy of same to Landlord promptly upon receipt.

Tenant Work. At any time after (a) Promptly following the Commencement Dateexecution hereof, Tenant Lessor shall not perform any Tenant Work without first: (A) submitting cause Lessor 5 architect to Landlord prepare construction drawings and specifications for the improvements to the Demised Premises which are consistent with the Tenant Workletter attached as Exhibit B, and preliminary space plan attached as Exhibit B-l. ▇▇llowing preparation of such construction drawings and specifications, Lessor shall cause Lessor's general contractor to perform in the Demised Premises the leasehold improvements shown on such final construction drawings and specifications (the "Initial Improvements") . In no event shall the Initial Improvements include any work to the Demised Premises not set forth in the final construction drawings and specifications as approved by Lessor, nor shall Lessor have any obligation to do any work to the Demised Premises not included in the Initial Improvements. (b) The Initial Improvements shall be performed by Lessor at Lessor's sole cost; provided that, Lessee shall reimburse Lessor for any costs incurred in connection with the design or performance of the Initial Improvements to the extent attributable to, or occasioned by, a Lessee Delay or work which is beyond the scope of the Initial Improvements set forth on Exhibit B-l. (c) Lessee may undertake to have extra tenant work performed at its own expense, provided, that (i) the design of all such work and installations shall be subject to the prior written approval of Lessor and Lessor's architect or supervising engineer, (ii) no work may be commenced until the written approval of Lessor is obtained, (iii) all work must be performed in accordance with tenant work procedures promulgated by Lessor, (iv) Lessee will not make any structural modifications (the term "structural" as used herein being given the widest possible application and to include, but not be limited to, the roof, all load bearing walls, all exterior walls, membranes and glass lines, all concrete floor and roof slabs, and all electrical, plumbing, heating, ventilation, air conditioning and other mechanical systems), (v) Lessee will obtain a building permit for said work and will deliver one set of approved plans in reasonable detail with respect as well as final inspection stickers and occupancy certificate to any proposed Tenant WorkLessor, and (Bv) obtaining Landlord’s prior written approval thereofall work must be performed by a contractor approved by Lessor. In order addition, Lessee's contractor, if other than Lessor or Lessor's Contractor, is to obtain Landlord’s approval be bonded if the total cost of the Tenant plans, Tenant shall, within ninety (90) days of the Effective Date, at the sole cost and expense of Tenant, prepare and submit to Landlord two (2) copies of a complete set of the Tenant plans, which Tenant plans shall include a complete set of construction documents, including, without limitation, plans and specifications, floor plans, and complete detail work describing the proposed Tenant Work. In the event that Landlord disapproves the Tenant plans, Landlord shall advise Tenant of the reasons that the Tenant plans were disapproved, including recommendations as to changes which would make the Tenant plans acceptable to Landlord. Upon receipt of such disapproval with such recommendations, if any, Tenant shall expeditiously re-prepare and re-submit the Tenant plans to Landlord. Once Landlord and Tenant agree upon the Tenant plans, then the Tenant plans shall be deemed to be final. Once the Tenant plans are final, the Tenant plans shall not be modified or amended without the prior written consent of Landlord. Provided that the Tenant plans are finalized in accordance with this Paragraph 3.8, then Tenant shall, at the sole cost and expense of Tenant, expeditiously, diligently and in good faith promptly commence and promptly complete the Tenant Work. For purposes of this 3.8, the phrase “complete” shall be deemed to mean: (i) construction of the Tenant Work has been completed in accordance with the Tenant plansimprovements exceeds $10,000.00; and (ii) a permanent certificate of occupancy has been issued by the appropriate governmental authority with respect to the Tenant Work. All repairs to the Tenant Work shall be Tenant Repairs. Any Tenant Work shall remain upon the Premises upon the Termination Date unless Landlord, at Landlord’s option, shall require the restoration of the Premises to the condition thereof on the Commencement Date, in which event Tenant shall so restore the Premises prior to the Termination Date. All of the Tenant Work Lessee shall comply with all Lawssuch other reasonable restrictions and conditions as Lessor may impose; (iii) Lessee shall discharge all mechanics' liens in accordance with Section 9(b); and (iv) Lessee will defend, indemnify and hold Lessor and Lessor's Property harmless from and against all damage and liability arising from the making of any such leasehold improvements. (d) As used in this Lease, "Lessee Delays" shall mean delays in Lessee's providing Lessor with information or approvals relevant to planning or constructing the Initial Improvements following written notice requesting such information or approvals, and shall be performed delays in a good and workmanlike manner. Tenant shall pay for all the performance of the Tenant Work, and Tenant shall prevent Initial Improvements caused by change orders requested by Lessee (including any mechanic’s or materialman’s liens being filed with respect thereto. With respect to all Tenant Work, Tenant shall adhere to the Tenant Improvement Guidelines set forth in Exhibit “E” annexed hereto. Notwithstanding anything to the contrary contained herein, Tenant shall not be required to comply with the foregoing requirements changes in the event Tenant makes or causes to be made any single, non-structural alteration, renovation, improvement construction plans and specifications) or other installation in and to the Premises acts or any part thereof in an amount that exceeds Ten Thousand and No/100 ($10,000.00) Dollars. Any interior non-structural alterationsomissions of Lessee or Lessee's agents, renovationscontractors, improvements employees or other installations that exceed Ten Thousand and No/100 ($10,000.00) Dollars shall require Landlord’s prior written approvalothers for whose actions Lessee is responsible.

Tenant Work. At any time after Tenant shall, with the Commencement Dateaid of a licensed architect or engineer, Tenant shall not perform any Tenant Work without first: (A) submitting and at Tenant’s sole cost and expense, complete plans and specifications for Tenant’s interior improvements, submit them to Landlord the Tenant plans in reasonable detail with respect to any proposed Tenant Workfor approval, and (B) obtaining Landlord’s prior written approval thereof. In order to obtain Landlord’s approval prior to commencement of construction (“Tenant Work”). The Tenant Work shall include, but not be limited to the Tenant plans, Tenant shall, within ninety following: (901) days of the Effective Date, at the sole cost and expense of Tenant, prepare and submit to Landlord two HVAC system; (2) copies of a complete set of Interior lighting; (3) Insulation; (4) Office space within the Premises; (5) Lunch room/break room space within the Premises; (6) Interior walls and partitions and painting if required; (7) Plumbing within the Premises; (8) Floor and wall coverings; (9) All electrical distribution panels for Tenant planspower and lighting, which distribution lines and outlets, circuits, switches and related metering and hook-up charges; (10) Water and gas distribution and related metering and hook-up charges; (11) Telephone switch room, panel, distribution system; (12) Window coverings if required; (13) Interior and exterior Tenant plans shall include a complete set of construction documents, including, without limitation, plans signage; (14) Fire safety systems; (15) Restrooms; (16) Any roof screens for HVAC systems; (17) Any city and specifications, floor plans, other agency fees; and (18) Other improvements specific to tenant’s occupancy. (19) Architectural design and complete detail work describing the proposed structural engineering All Tenant Work. In the event that Landlord disapproves the Tenant plans, Landlord shall advise Tenant of the reasons that the Tenant plans were disapproved, including recommendations as to changes which would make the Tenant plans acceptable to Landlord. Upon receipt of such disapproval with such recommendations, if any, Tenant shall expeditiously re-prepare and re-submit the Tenant plans to Landlord. Once Landlord and Tenant agree upon the Tenant plans, then the Tenant plans Works shall be deemed to be final. Once the Tenant plans are final, the Tenant plans shall not be modified or amended without the prior written consent of Landlord. Provided that the Tenant plans are finalized in accordance with this Paragraph 3.8, then Tenant shall, at the sole cost and expense of Tenant, expeditiously, diligently and in good faith promptly commence and promptly complete the Tenant Work. For purposes of this 3.8, the phrase “complete” shall be deemed to mean: (i) construction of the Tenant Work has been completed in accordance with the Tenant plans; and (ii) a permanent certificate of occupancy has been issued by the appropriate governmental authority with respect to the Tenant Work. All repairs to the Tenant Work shall be Tenant Repairs. Any Tenant Work shall remain upon the Premises upon the Termination Date unless Landlord, at Landlord’s option, shall require the restoration of the Premises to the condition thereof on the Commencement Date, in which event Tenant shall so restore the Premises prior to the Termination Date. All of the Tenant Work shall comply with all Laws, and shall be performed in a good and workmanlike mannermanner by Tenant at Tenant’s sole cost and expense, and all materials and equipment incorporated into the Tenant Improvements (i) will be new and free of defects, (ii) will conform to all applicable laws, ordinances and regulations of all duly constituted authorities, including without limitation, Title III of the Americans and Disabilities Act of 1990, all regulations issued thereunder and the Accessibility Guidelines for Buildings and Facilities issued pursuant thereto, as the same are in affect on the date hereof and may be hereafter modified, amended or supplemented (“Applicable Laws”), and (iii) will conform to the final working drawings approved by Landlord and Tenant, including all changes or modifications thereto approved by Landlord. The approved plan shall be attached to this Lease, as Exhibit D. Landlord conceptually approves the construction of improvements similar in quality to those installed at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, but with not more than ten percent (10%) of the Premises allocated for “wet” laboratory use and the balance in “generic” improvements, subject to Landlord’s approval as to location and arrangement. Landlord will reasonably approve or disapprove said plans and specifications within five (5) days of receipt of plans and specifications. Landlord may reasonably disapprove of said plans and specifications for reasons including, but not limited to: location, distribution and percentage of floor coverings, dropped ceiling, restrooms (two core minimum per floor), plumbing, electrical, and/or mechanical systems which are inconsistent with future divisibility of the building for multi-tenant occupancy. If Landlord has not notified Tenant of approval or disapproval within five (5) days of receipt of plans and specifications, the plans and specifications shall be deemed approved. All substantive changes must be approved by Landlord. Tenant may select a general contractor subject to Landlord’s reasonable consent. Tenant and general contractor shall pay for all diligently pursue to completion said improvements in accordance with the approved plans and specifications. Tenant acknowledges that Landlord may record a Notice of the Tenant Work, and Tenant shall prevent any mechanic’s or materialman’s liens being filed with respect thereto. With respect to all Tenant Work, Tenant shall adhere Non-Responsibility in regards to the construction of Tenant Improvement Guidelines set forth in Exhibit “E” annexed hereto. Notwithstanding anything to the contrary contained herein, Tenant shall not be required to comply with the foregoing requirements in the event Tenant makes or causes to be made any single, non-structural alteration, renovation, improvement or other installation in and to the Premises or any part thereof in an amount that exceeds Ten Thousand and No/100 ($10,000.00) Dollars. Any interior non-structural alterations, renovations, improvements or other installations that exceed Ten Thousand and No/100 ($10,000.00) Dollars shall require Landlord’s prior written approvalImprovements.

Tenant Work. At any time (a) Landlord shall cooperate reasonably with Tenant in providing Tenant, Tenant's Architect, and Agents reasonable access to the Premises and to Landlord's records regarding the construction of the Premises to facilitate Tenant's preparation of Space Plans and Final Plans for Tenant's Work. Landlord shall not unreasonably object to Tenant's Space Plans. If, however, Landlord and Tenant are unable to agree upon the Space Plan within twenty (20) days after the Commencement Date, then Tenant shall not perform any have the right to terminate the Lease, whereupon Landlord shall refund to Tenant Work without first: the security deposit under the Lease and all Rentals previously paid by Tenant under the Lease to the extent allocable to periods after the date of such termination. (Ab) submitting to Landlord Promptly after the Tenant plans in reasonable detail with respect to any proposed Tenant Work, and (B) obtaining Landlord’s prior written approval thereof. In order to obtain Landlord’s approval of the Tenant plansSpace Plan, Tenant shall, within ninety shall cause proposed final plans (90"Final Plans") and a work cost estimate ("Work Cost Estimate") to be prepared based upon the preliminary Space Plan. Tenant shall deliver to Landlord copies of the Final Plans and the Work Cost Estimate promptly after completion. Within ten (10) days of the Effective Date, at the sole cost and expense of Tenant, prepare and submit to Landlord two (2) copies of a complete set of the Tenant plans, which Tenant plans shall include a complete set of construction documents, including, without limitation, plans and specifications, floor plans, and complete detail work describing the proposed Tenant Work. In the event that Landlord disapproves the Tenant plansafter receipt thereof, Landlord shall advise either approve the Final Plans or deliver to Tenant of the reasons specific written changes required by Landlord to such plans; provided, however, that the Tenant plans were disapproved, including recommendations as to changes which would make the Tenant plans acceptable to Landlord. Upon receipt Landlord shall not withhold its approval of such disapproval with plans unreasonably and shall not in any event withhold such recommendationsapproval if such proposed Final Plans conform to the preliminary Space Plan. Landlord shall not unreasonably withhold, if any, condition or delay Landlord's approval of Tenant's contractor or of any changes in the approved Final Plans requested by Tenant. (c) Tenant shall expeditiously re-prepare and re-submit have no responsibility for the Tenant plans to Landlord. Once Landlord and Tenant agree upon the Tenant plans, then the Tenant plans shall be deemed to be final. Once the Tenant plans are final, the Tenant plans shall not be modified or amended without the prior written consent of Landlord. Provided that the Tenant plans are finalized in accordance following costs associated with this Paragraph 3.8, then Tenant shall, at the sole cost and expense of Tenant, expeditiously, diligently and in good faith promptly commence and promptly complete the Tenant 's Work. For purposes of this 3.8, the phrase “complete” shall be deemed to mean: (i) construction costs incurred to remove Hazardous Materials present at the Premises or the Building as of the Tenant Work has been completed in accordance with the Tenant plansCommencement Date; (ii) costs recoverable by Landlord on account of warranties or insurance; and (iiiii) a permanent certificate of occupancy has been issued by the appropriate governmental authority with respect to the Tenant Work. All repairs to the Tenant Work shall be Tenant Repairs. Any Tenant Work shall remain upon the Premises upon the Termination Date unless Landlord, at Landlord’s option, shall require the restoration of the Premises to the condition thereof on the Commencement Date, in which event Tenant shall so restore the Premises prior to the Termination Date. All of the Tenant Work shall comply with all Laws, and shall be performed in a good and workmanlike manner. Tenant shall pay for all of the Tenant Work, and Tenant shall prevent any mechanic’s or materialman’s liens being filed with respect thereto. With respect to all Tenant Work, Tenant shall adhere to the Tenant Improvement Guidelines set forth in Exhibit “E” annexed hereto. Notwithstanding anything to the contrary contained herein, Tenant shall not be required to comply with the foregoing requirements in the event Tenant makes or causes to be made any single, non-structural alteration, renovation, improvement construction management or other installation in and to the Premises or any part thereof in an amount that exceeds Ten Thousand and No/100 ($10,000.00) Dollars. Any interior non-structural alterations, renovations, improvements or other installations that exceed Ten Thousand and No/100 ($10,000.00) Dollars shall require general overhead costs incurred by Landlord’s prior written approval.

Tenant Work. At (a) Landlord and Tenant acknowledge and agree that notwithstanding any time after provisions of the Commencement Date, Tenant shall not perform any Tenant Work without firstExisting Lease to the contrary: (Aa) submitting Tenant may desire to Landlord do certain alterations, additions or improvements in connection with this extension of the Tenant plans in reasonable detail with respect Term, and for purposes of this Amendment any such work referred to any proposed as "Tenant Work, and "; (Bb) obtaining Landlord’s prior written approval thereof. In order to obtain Landlord’s approval of the Tenant plans, Tenant shall, within ninety (90) days of the Effective Date, at the sole cost and expense of Tenant, prepare and submit to Landlord two (2) copies of a complete set of the Tenant plans, which Tenant plans shall include a complete set of construction documents, including, without limitation, plans and specifications, floor plans, and complete detail work describing the proposed all Tenant Work. In the event that Landlord disapproves the Tenant plans, Landlord shall advise Tenant of the reasons that the Tenant plans were disapproved, including recommendations as to changes which would make the Tenant plans acceptable to Landlord. Upon receipt of such disapproval with such recommendations, if any, Tenant shall expeditiously re-prepare be done subject to and re-submit in compliance with all conditions and provisions of the Tenant plans Existing Lease applicable to such alterations, additions or improvements, except as otherwise expressly provided in this Amendment; (c) without limiting the generality of the foregoing, Tenant's selection of Tenant's space planner and/or architect and Tenant's selection of a general contractor shall be subject to Landlord. Once Landlord and Tenant agree upon the Tenant plans's prior written approval, then the Tenant plans shall be deemed to be final. Once the Tenant plans are final, the Tenant plans which shall not be modified unreasonably withheld or amended without delayed and shall include contractors that have done work in the Building during Tenant's occupancy (and which have previously been acceptable to Landlord); (d) all plans and specifications prepared by Tenant's space planner or architect shall be subject to review by Landlord's architect and to Landlord's prior written consent of Landlord. Provided that the Tenant plans are finalized in accordance with this Paragraph 3.8approval, then Tenant shall, at the sole cost and expense of Tenant, expeditiously, diligently and in good faith promptly commence and promptly complete the Tenant Work. For purposes of this 3.8, the phrase “complete” which shall not be deemed to mean: unreasonably withheld or delayed; (ie) construction of if the Tenant Work has been completed in accordance with does not exceed the Tenant plans; and (ii) a permanent certificate of occupancy has been issued by the appropriate governmental authority with respect to the Tenant Work. All repairs to the Tenant Work shall be Tenant Repairs. Any Tenant Work shall remain upon the Premises upon the Termination Date unless Landlord, at Landlord’s option, shall require the restoration amount of the Premises to the condition thereof on the Commencement Date, in which event Tenant shall so restore the Premises prior to the Termination Date. All of the Tenant Work shall comply with all Laws, and shall be performed in a good and workmanlike manner. Tenant shall pay for all of the Tenant Work, and Tenant shall prevent any mechanic’s or materialman’s liens being filed with respect thereto. With respect to all Tenant Work, Tenant shall adhere to the Tenant Improvement Guidelines set forth in Exhibit “E” annexed hereto. Notwithstanding anything to the contrary contained hereinAllowance, Tenant shall not be required to comply obtain a completion and lien indemnity bond for the Tenant Work; and (g) such work, including all design, plan review, obtaining all approvals and permits, and construction shall be at Tenant's sole cost and expense (subject to reimbursement to the extent of the Allowance), including delivery to Landlord of plans and specifications of such Tenant Work, including a CAD drawing package, to the extent such work is more than recarpeting and/or repainting. Landlord has approved the following contractors to perform the Tenant Work: Alfa Tech Consulting Enterprises, The Core Group Builders, Aqualine Piping, Canzam Electric, Southland Industries, Cintas Fire Protection, RFI, and Reliable Concepts Corporation. (b) Tenant shall be responsible for the suitability for the Tenant's needs and business of the design and function of all Tenant Work and for its construction in compliance with (i) all laws, rules, orders, ordinances, directions, regulations and requirements of all governmental authorities, agencies, offices, departments, bureaus and boards having jurisdiction thereof, (ii) all rules, orders, directions, regulations and requirements of the foregoing requirements pacific Fire Rating Bureau, or of any similar insurance body or bodies, and (iii) all rules and regulations of Landlord (collectively, referred to herein as "Laws"). Without limiting the generality of the foregoing, Landlord and Tenant acknowledge and agree that (a) such Laws include all building codes and regulations, Title 24, and the Americans with Disabilities Act of 1990 (42 U.S.C. Sec. 12101 et. seq.) and regulations and guidelines promulgated thereunder, as all of the same may be amended and supplemented from time to time (collectively referred to herein as the "ADA"); and (b) in the event that any work by Tenant makes triggers any upgrades or causes modifications of existing improvements in the Premises to comply with Law, Tenant shall also be responsible for such upgrades and modifications, at Tenant's sole cost and expense (subject to reimbursement to the extent of the Allowance). Tenant, through its architects and/or space planners ("Tenant's Architect"), shall prepare all architectural plans and specifications, and engineering plans and specifications, for the real property improvements to be made constructed by Tenant in the Premises in sufficient detail to be submitted to Landlord for approval, to the extent required pursuant to paragraph 17 of the Existing Lease, and to be submitted by Tenant for governmental approvals and building permits and to serve as the detailed construction drawings and specifications for the contractor, and shall include, among other things, all partitions, doors, heating, ventilating and air conditioning installation and distribution, ceiling systems, light fixtures, plumbing installations, electrical installations and outlets, any singleother installations required by Tenant, nonfire and life-structural alterationsafety systems, renovationwall finishes and floor coverings, whether to be newly installed or requiring changes from the as-is condition of the Premises as of the date of execution of the Existing Lease. Tenant shall be responsible for the oversight, supervision and construction of all Tenant Work in compliance with this Existing Lease, including compliance with all Laws. (c) Landlord shall provide Tenant a tenant improvement or other installation allowance ("Allowance") in the amount of Three and 00/100 Dollars ($3.00) per rentable square foot of the Premises. Only if and after at least thirty-three percent (33%) of the Allowance is used for the purposes specified above, and only after Tenant has completed the Tenant Work and provided to Landlord all the items required by this Section, if and to the Premises or extent that any part thereof in an amount that exceeds Ten of the Allowance remains unused and available, Tenant may, upon written application to Landlord, use up to a maximum of One Hundred Ninety-Five Thousand Eight Hundred Twenty and No/100 00/100 Dollars ($10,000.00195,820.00) Dollarsthereof (i.e., $2.00 per rentable square foot of the Premises) as a credit against rent coming due under the Lease. Any interior non-structural alterationsHowever, renovationsin no event shall Landlord have any obligation to disburse any portion of the Allowance after December 31, improvements 2016, and any balance remaining thereafter shall be retained by Landlord as its sole property and Landlord shall have no obligation or liability to Tenant with respect to such excess. In no event shall the Allowance be used to reimburse any costs of designing, procuring or installing in the Premises any trade fixtures, movable equipment, furniture, furnishings, telephone equipment, cabling for any of the foregoing, or other installations that exceed Ten Thousand personal property (collectively "Personal Property" for purposes of this Amendment), and No/100 the cost of such Personal Property shall be paid by Tenant. The Allowance shall be paid to Tenant within thirty ($10,000.0030) Dollars shall require days after the later of final completion of the Tenant Work and Landlord’s prior written approval's receipt of (i) a certificate of occupancy (if applicable), (ii) final as-built plans and specifications (if applicable due to the nature of the Tenant Work), (iii) full, final, unconditional lien releases, and (iv) reasonable substantiation of costs incurred by Tenant with respect to the Tenant Work.

Tenant Work. At any time after (a) Tenant, as part of the Commencement Dateconsideration for the extension of the Lease, Tenant covenants and agrees that it shall renovate the demised premises (including, but not perform any Tenant Work without first: limited to the McAllister Space) in accordance with (Ai) submitting the "Scope of Tenan▇ ▇▇▇▇" ▇▇tached hereto as Exhibit B, (ii) the plans and specifications submitted to and approved by Landlord the Tenant plans in reasonable detail with respect to any proposed Tenant Workadvance, and (Biii) obtaining Landlord’s prior written approval thereof. In order to obtain Landlord’s approval the provisions of the Tenant plans, Tenant shall, within ninety Lease as amended hereby (90) days of the Effective Date, at the sole cost and expense of Tenant, prepare and submit to Landlord two (2) copies of a complete set of the Tenant plans, which Tenant plans shall include a complete set of construction documents, including, without limitation, plans and specifications, floor plans, and complete detail work describing the proposed "Tenant Work"). In the event that Landlord disapproves the Tenant plans, Landlord shall advise Tenant of the reasons that the Tenant plans were disapproved, including recommendations as agrees to changes which would make the Tenant plans acceptable to Landlord. Upon receipt of such disapproval with such recommendations, if any, Tenant shall expeditiously re-prepare expend at least $620,000 in construction and re-submit the Tenant plans to Landlord. Once Landlord and Tenant agree upon the Tenant plans, then the Tenant plans shall be deemed to be final. Once the Tenant plans are final, the Tenant plans shall not be modified or amended without the prior written consent of Landlord. Provided that the Tenant plans are finalized in accordance with this Paragraph 3.8, then Tenant shall, at the sole cost and expense of Tenant, expeditiously, diligently and in good faith promptly commence and promptly complete the Tenant Work. For purposes of this 3.8, the phrase “complete” shall be deemed to mean: (i) construction of the Tenant Work has been completed in accordance with the Tenant plans; and (ii) a permanent certificate of occupancy has been issued by the appropriate governmental authority other "hard costs" with respect to the Tenant Work, which "hard costs may include architectural fees not to exceed $62,000 of such amount. (b) Tenant shall submit to Landlord, for its prior approval, detailed plans and specifications for all Tenant Work prepared by a licensed architect at Tenant's sole cost and expense. All repairs Tenant agrees that the Tenant Work outlined in the plans and specifications shall cover work reasonably estimated by Tenant and Tenant's architects to cost approximately $620,000 in construction and other "hard costs". Landlord's approval of such plans and specifications shall not be unreasonably withheld or delayed and Landlord agrees to make best efforts to respond to any plan submission by Tenant within ten (10) business days. Plans and specifications for all Tenant Work (including work within the McAllister Space) shall be submitted to Landlord at least th▇▇▇▇ (▇▇) days prior to the Effective Date and the Tenant Work shall be commenced (except for the McAllister Space) within sixty (60) days after Tenant Repairsreceives ▇▇▇▇▇▇▇d's approval of such Plans and Specifications. Any Tenant Work shall remain upon commence within the Premises upon the Termination Date unless Landlord, at Landlord’s option, shall require the restoration McAllister Space within sixty (60) days after Landlord gives ▇▇▇▇▇▇ ▇▇ssession of the Premises McAllister Space. Tenant or its contractors shall substantia▇▇▇ ▇▇▇▇▇▇te all Tenant Work by January 31, 2005. The time periods contained in this paragraph shall be extended due to casualty, acts of God, strikes, and any similar circumstances beyond the condition thereof on the Commencement Date, in which event Tenant shall so restore the Premises prior to the Termination Date. All control of the parties (but expressly excluding lack or insufficiency of funds, bankruptcy or insolvency or default by contractors or subcontractors) ("Force Majeure"). (c) Tenant Work shall comply with all Lawsapplicable laws and regulations and the terms and conditions of the Lease (as amended hereby) in connection with Tenant's Work. In no event shall the Tenant Work (or the plans and specifications for such Tenant Work) include any structural changes to the Building nor any changes to the outside of the Building or otherwise outside of the demised premises, except as specifically provided in paragraphs 12 and 13 of this Amendment. (d) Tenant shall provide Landlord with copies of all contracts and subcontracts for the Tenant Work and monthly statements certifying the amount expended for Tenant Work and shall provide Landlord a final certification (together with paid or receipted bills, waivers of lien or other evidence satisfactory to Landlord) that Tenant has expended at least $620,000 in construction and other "hard costs" in connection with the Tenant Work no later than April 15, 2005. It. shall be performed in a good and workmanlike manner. material default under this Lease if Tenant shall fail to implement, complete and pay for all of the Tenant WorkWork shown on the plans an specifications submitted to and approved by Landlord on or before April 15, and Tenant shall prevent any mechanic’s or materialman’s liens 2005, such date being filed with respect thereto. With respect subject to all Tenant Work, Tenant shall adhere to the Tenant Improvement Guidelines set forth in Exhibit “E” annexed hereto. Notwithstanding anything to the contrary contained herein, Tenant shall not be required to comply with the foregoing requirements reasonable extension in the event Tenant makes or causes to be made any single, non-structural alteration, renovation, improvement or other installation in and to the Premises or any part thereof in an amount that exceeds Ten Thousand and No/100 ($10,000.00) Dollars. Any interior non-structural alterations, renovations, improvements or other installations that exceed Ten Thousand and No/100 ($10,000.00) Dollars shall require Landlord’s prior written approvalof Force Majeure.

Tenant Work. At any time after Landlord and Tenant acknowledge and agree that certain work ----------- required for Tenant's occupancy of the Commencement DatePremises, Tenant shall not perform any Tenant Work without first: including the procurement and installation of furniture, telephone systems and wiring, fixtures, art work and signage (A) submitting to Landlord "Tenant's Work"), may be beyond the Tenant plans in reasonable detail with respect to any proposed Tenant Work, and (B) obtaining Landlord’s prior written approval thereof. In order to obtain Landlord’s approval scope of the Tenant plansImprovements, and may be performed by Tenant shall, within ninety (90) days of the Effective Date, or its contractors at the Tenant's sole cost and expense subject to the approval of Landlord and Tenant's compliance with this Subparagraph 6(d). Tenant shall adopt a construction schedule for Tenant's Work in conformance with the Work Schedule, and shall perform Tenant's Work in such a way as not to hinder or delay Landlord's or Landlord's Contractor's operations in the Buildings. Tenant's use of elevators in connection with any Tenant's Work shall be arranged with Landlord and shall be subject to Landlord's approval. Any costs incurred by Landlord as a result of any interference with Landlord's or Landlord's Contractor's operations by Tenant or its contractors shall be paid by Tenant to Landlord within five (5) business days after written demand from Landlord. (Any delays which arise by reasons fully outside the control of Tenant or its contractors, and not arising as a result of Tenant's prosecution of Tenant's Work, prepare and submit shall not give rise to a demand by Landlord two (2for such costs.) copies Tenant's contractors shall be subject to the administrative supervision of a complete set Landlord's Contractor. Tenant's work shall comply with all of the Tenant plans, which Tenant plans shall include a complete set of construction documents, including, without limitation, plans and specifications, floor plans, and complete detail work describing the proposed Tenant Work. In the event that Landlord disapproves the Tenant plans, Landlord shall advise Tenant of the reasons that the Tenant plans were disapproved, including recommendations as to changes which would make the Tenant plans acceptable to Landlord. Upon receipt of such disapproval with such recommendations, if any, Tenant shall expeditiously re-prepare and re-submit the Tenant plans to Landlord. Once Landlord and Tenant agree upon the Tenant plans, then the Tenant plans shall be deemed to be final. Once the Tenant plans are final, the Tenant plans shall not be modified or amended without the prior written consent of Landlord. Provided that the Tenant plans are finalized in accordance with this Paragraph 3.8, then Tenant shall, at the sole cost and expense of Tenant, expeditiously, diligently and in good faith promptly commence and promptly complete the Tenant Work. For purposes of this 3.8, the phrase “complete” shall be deemed to mean: following requirements: (i) construction Tenant's Work shall not proceed until Landlord has approved the following in writing: Tenant's contractors, proof that Tenant's contractors currently have licenses in good standing with the State of California Contractors State License Board, proof of the amount of coverage of public liability and property damage insurance carried by Tenant and Tenant's contractors in the form of insurance certificates with a valid endorsements naming Landlord and Landlord's Contractor as additionally insured and each in an amount not less than one million dollars ($1,000,000.00), complete and detailed plans and specifications for Tenant's Work has been completed in accordance with the Tenant plans; and Tenant's detailed scheduled for Tenant's Work. (ii) a permanent certificate of occupancy has been issued by the appropriate governmental authority with respect to the Tenant Work. All repairs to the Tenant Tenant's Work shall be Tenant Repairsperformed in conformity with a valid permit when required, a copy of which shall be furnished to Landlord before such work is commenced. Any Tenant Work shall remain upon the Premises upon the Termination Date unless LandlordIn any event, at Landlord’s option, shall require the restoration of the Premises to the condition thereof on the Commencement Date, in which event Tenant shall so restore the Premises prior to the Termination Date. All of the Tenant all Tenant's Work shall comply with all Lawsapplicable laws, codes and ordinances of any governmental entity having jurisdiction over the Buildings. Landlord shall have no responsibility for Tenant's failure to comply with such applicable laws. Delays in obtaining final approvals allowing occupancy of the space which are wholly or partially due to Tenant's activities are the responsibility of Tenant. (iii) Tenant shall promptly pay Landlord upon demand for any extra expense incurred by Landlord by reason of faulty work done by Tenant or its contractors. (iv) Tenant's Work shall be performed completed in a good lien-free and first-class and workmanlike manner. Tenant manner shall pay for all of the Tenant Work, be subject to (and Tenant shall prevent any mechanic’s or materialman’s liens being filed comply with) Subparagraphs 13(e) and (f) of the Lease with respect thereto. With respect to all Tenant Work, Tenant shall adhere to the Tenant Improvement Guidelines set forth in Exhibit “E” annexed heretoTenant's Work. Notwithstanding anything to the contrary contained herein, Tenant shall not be required to comply with the foregoing requirements in the event Tenant makes or causes to be made any single, non-structural alteration, renovation, improvement or other installation in and to the Premises or any part thereof in an amount that exceeds Ten Thousand and No/100 ($10,000.00) Dollars. Any interior non-structural alterations, renovations, improvements or other installations that exceed Ten Thousand and No/100 ($10,000.00) Dollars shall require Landlord’s prior written approval.EXHIBIT "C" ----------- Page 4 of 8 Pages

Tenant Work. At (a) The Tenant shall not make any additional alterations or additions, structural or non‑structural, to the Premises without first obtaining the written consent of Landlord on each occasion, which consent shall not be unreasonably withheld, conditioned or delayed. Any such alterations or additions are referred to herein as “Tenant Work”. For non-structural alterations or additions valued at less than $200,000 which do not affect any of the exterior, lobbies, elevator, roof, structure, or building systems in or at the Building, Landlord’s consent shall not be required (“Minor Alterations”) provided, however, that (i) if such Minor Alteration requires a building permit from the applicable municipal authority, Landlord’s consent shall be required, provided that such consent shall not be unreasonably withheld, conditioned or delayed, and (ii) if Landlord’s consent was not obtained therefor, upon the expiration or termination of this Lease, Tenant shall readapt, repair and restore the affected portion of the Premises to substantially the condition the same were in prior to such Minor Alteration. Additionally, Tenant shall give prior written notice to Landlord of any Minor Alteration regardless of whether Landlord’s consent is required. Wherever consent is required, it shall include reasonable approval of plans and contractors and the insurance required under Section 4.04. Unless otherwise approved by Landlord, Tenant shall use the structural engineer employed by Landlord for the Building where Alterations affect Building structure. Tenant shall notify Landlord of all alterations or additions and provide Landlord with copies of any construction plans therefor whether or not Landlord’s consent is required. All such allowed alterations, including reasonable third-party costs of review in seeking Landlord’s approval, shall be made at Tenant’s expense by an Approved Contractor (as defined below), in compliance with all laws, and be of first class quality. Prior to commencing any work at the Property other than Minor Alterations or Alterations costing less than $2,000,000 (such amount decreasing to $500,000, at any time after that Tenant fails to meet the Financial Test) in the aggregate, Tenant shall provide and record bonds or such other security as is reasonably satisfactory to Landlord sufficient to protect the interests of both Tenant and Landlord in the Property from any lien arising out of a failure to pay for work performed for Tenant, and all alterations and additions performed by Tenant, (but excluding Minor Alterations), shall be performed by an Approved Contractor. Upon the expiration or earlier termination of this Lease, Tenant shall assign to Landlord (without recourse) all warranties and guaranties then in effect for all work performed by Tenant at the Premises. Tenant shall have the right to install its own security system within the Premises as part of any Tenant Work, subject to Landlord’s review of the plans and specifications in accordance with this Article 8. For purposes of this Section 8.01(a), an “Approved Contractor” shall mean a contractor or mechanic identified by Tenant in writing, who has been approved by Landlord (such approval not to be unreasonably withheld, conditioned or delayed). (b) Except as set forth below, any alterations or additions made by, for or on behalf of the Tenant which are permanently affixed to the Premises or affixed in a manner so that they cannot be removed without defacing or damaging the Premises shall, except as expressly provided in this paragraph, become property of the Landlord at the termination of occupancy as provided herein. If Landlord notifies Tenant, in connection with any consent to alterations or additions requested by Tenant, or in connection with the review and approval of the plans for the Finish Work under Exhibit 7.02 that Tenant shall be required to remove such alterations or additions or Finish Work at the expiration of the term of the Lease, or if any such alterations or additions did not require Landlord’s consent pursuant to the terms hereof, then such alterations or additions or Finish Work, as applicable, shall be removed by Tenant, at its expense, with minimal disturbance to the Premises prior to the expiration of the term of the Lease. Notwithstanding the immediately preceding sentence to the contrary, Landlord may only require Tenant to remove items of Tenant Work or Finish Work that are above or otherwise inconsistent with the first class nature of the Building. Tenant’s trade fixtures and personal property and equipment, which are not affixed or that may be removed with minimal disturbance or repairable damage, may be removed by Tenant during the term of this Lease, and shall be removed prior to the expiration of the term of the Lease, provided such disturbance or damage is restored and repaired so that the Premises are left in at least as good a condition as they were in at the commencement of the term, reasonable wear and tear excepted. In no event shall any Finish Work that constitutes fixtures (i.e., items that cannot be removed from the Premises without damaging the Building) funded by the Finish Work Allowance or Supplemental Allowance be deemed to be Tenant’s trade fixtures, personal property or equipment. The Premises shall otherwise be left in the same condition as at the commencement of the term or such better condition as it may thereafter be put, reasonable wear, tear and, to the extent Landlord is required to restore the same, damage by fire or other casualty or taking or condemnation by public authority excepted. Notwithstanding anything herein or otherwise in this Lease to the contrary: (i) to the extent that Tenant utilizes any portion of the Supplemental Allowance to make Alterations necessary to use the Premises for laboratory or research and development purposes, such Alterations must remain in the Premises following the term of this Lease; (ii) the Tenant’s Exterior Equipment, if any, paid for directly by Tenant, together with such other items that may be agreed upon by mutual written agreement of the parties from time to time, shall be and remain the personal property of Tenant, shall not be deemed to be Tenant Work or Finish Work, and Tenant shall have the right to remove the foregoing from the Premises at any time and from time to time during the term of this Lease; and (iii) if and to the extent Tenant modifies, reduces or eliminates the Amenities with subsequent Tenant Work following the Commencement Date, Tenant shall not perform any Tenant Work without first: (A) submitting to Landlord restore the Tenant plans in reasonable detail with respect to any proposed Tenant Work, Amenities and (B) obtaining Landlord’s prior written approval thereof. In order to obtain Landlord’s approval of the Tenant plans, Tenant shall, within ninety (90) days of the Effective Date, at the sole cost and expense of Tenant, prepare and submit to Landlord two (2) copies of a complete set of the Tenant plans, which Tenant plans shall include a complete set of construction documents, including, without limitation, plans and specifications, floor plans, and complete detail work describing the proposed Tenant Work. In the event that Landlord disapproves the Tenant plans, Landlord shall advise Tenant of the reasons that the Tenant plans were disapproved, including recommendations as to changes which would make the Tenant plans acceptable to Landlord. Upon receipt of such disapproval with such recommendations, if any, Tenant shall expeditiously re-prepare and re-submit the Tenant plans to Landlord. Once Landlord and Tenant agree upon the Tenant plans, then the Tenant plans shall be deemed to be final. Once the Tenant plans are final, the Tenant plans shall not be modified or amended without the prior written consent of Landlord. Provided that the Tenant plans are finalized in accordance with this Paragraph 3.8, then Tenant shall, at the sole cost and expense of Tenant, expeditiously, diligently and in good faith promptly commence and promptly complete the Tenant Work. For purposes of this 3.8, the phrase “complete” shall be deemed to mean: (i) construction of the Tenant Work has been completed in accordance with the Tenant plans; and (ii) a permanent certificate of occupancy has been issued by the appropriate governmental authority with respect to the Tenant Work. All repairs to the Tenant Work shall be Tenant Repairs. Any Tenant Work shall remain upon the Premises upon the Termination Date unless Landlord, at Landlord’s option, shall require the restoration affected areas of the Premises to the condition thereof and size existing on the Commencement Date, in which event Tenant shall so restore the Premises Date prior to the Termination Date. All expiration of the Tenant Work shall comply with all Laws, and shall be performed in a good and workmanlike manner. Tenant shall pay for all of the Tenant Work, and Tenant shall prevent any mechanic’s or materialman’s liens being filed with respect thereto. With respect to all Tenant Work, Tenant shall adhere to the Tenant Improvement Guidelines set forth in Exhibit “E” annexed hereto. Notwithstanding anything to the contrary contained herein, Tenant shall not be required to comply with the foregoing requirements in the event Tenant makes or causes to be made any single, non-structural alteration, renovation, improvement or other installation in and to the Premises or any part thereof in an amount that exceeds Ten Thousand and No/100 ($10,000.00) Dollars. Any interior non-structural alterations, renovations, improvements or other installations that exceed Ten Thousand and No/100 ($10,000.00) Dollars shall require Landlord’s prior written approvalterm.

Tenant Work. At any time after (a) The parties agree that the Commencement Datespace plan attached hereto as Exhibit C-1 (the “Space Plan”) shall form the starting point for the design and construction of the Tenant Work. The parties agree that Landlord shall retain an architect (the “Architect”) to design the interior of the Demised Premises and prepare complete interior construction drawings, including layouts and interior specifications and, as necessary, mechanical, electrical, plumbing and fire protection drawings for the preparation of the Demised Premises, in each case substantially consistent with the Space Plan (the “Plans and Specifications”). Tenant shall cooperate as necessary in connection with the preparation of the Plans and Specifications, in a complete and timely manner and as reasonably requested by Landlord, and without limiting the foregoing, Tenant shall not perform any Tenant Work without first: (A) submitting provide to Landlord all reasonable information as shall be reasonably required for the preparation of mechanical drawings and other Plans and Specifications. (b) Landlord shall cause the Plans and Specifications to be delivered to Tenant plans for Tenant’s review and consideration as soon as reasonably practicable. Tenant shall inform ▇▇▇▇▇▇▇▇ of any requested changes as soon as possible, but in reasonable detail with respect no event later than ten (10) business days following ▇▇▇▇▇▇’s receipt of the Plans and Specifications. Any requested changes must be acceptable to any proposed Tenant WorkLandlord, and the final Plans and Specifications must be mutually agreed upon by Landlord and ▇▇▇▇▇▇. Tenant shall act in a reasonable manner in approving or objecting to the Plans and Specifications. The parties agree that once Tenant shall have approved the Plans and Specifications Landlord shall not have any responsibility for such Plans and Specifications (B) obtaining Landlord’s prior written approval including the functionality thereof), other than to have the construction performed in accordance with such Plans and Specifications pursuant to the terms of this Lease. In order to obtain Landlord’s approval For purposes of the clarification, it is agreed that Tenant plans, Tenant shall, within ninety (90) days of the Effective Dateshall be responsible, at its own cost, for all furniture and for the sole cost installation of any data cabling, telecommunications wiring, and expense of Tenant, prepare and submit to Landlord two any access control systems (2) copies of a complete set of the Tenant plans, which Tenant plans shall include a complete set of construction documents, including, without limitation, plans any card readers or other access control features at the entrance of the Demised Premises) within the Demised Premises (and specificationsany such installations must be done by Tenant in compliance with the terms of this Lease). With respect to all aspects of the Tenant Work, floor plans▇▇▇▇▇▇ agrees to reasonably cooperate with Landlord in an effort to have the Tenant Work completed as soon as possible. Any material change or modification of the Plans and Specifications shall not be valid or binding unless consented to by Landlord in writing. (c) The Tenant Workletter, annexed hereto as Exhibit C-2, sets forth in detail the parties’ understanding regarding building standards, Tenant Work and certain other aspects of Tenant Work in the Building (including, without limitation, the respective responsibilities of the parties with respect to the cost of the Tenant Work). (d) Construction, according to the Plans and Specifications (“Tenant Work” and sometimes referred to herein as “initial Tenant Work”) shall be carried out and pursued to completion by Landlord with the cooperation of Tenant. In that connection: (i) Landlord shall have the sole right to designate general contractors and subcontractors for the Tenant Work; provided, however, that Landlord will competitively bid the Tenant Work to at least three (3) qualified general contractors selected by Landlord. Landlord will provide Tenant with appropriate information concerning bids received from such general contractors and shall, prior to selecting a general contractor to perform the Tenant Work, reasonably consult with Tenant concerning such decision. (ii) Landlord shall apply for all approvals and permits legally required in connection with the performance of initial Tenant Work. If necessary, Tenant shall join in the execution of the applications, and complete detail work describing at Landlord’s request, shall cooperate with the proposed prosecution of the application. Landlord shall be responsible for the actual fees and costs of any such applications, it being understood for purposes of clarification that any such fees and costs shall be part of the total cost of the construction of the Tenant Work for purposes of calculating any allowances to Tenant (and reimbursement obligations of Tenant) described in Exhibit C-2 this Lease. (e) Unless otherwise specifically stated in the Plans and Specifications, all materials for the Tenant Work shall be in accordance with Building standards. Landlord shall cause the Tenant Work to be completed in a good and ▇▇▇▇▇▇▇-like manner and in conformance with applicable building codes and laws. (f) The parties anticipate that the Tenant Work, as described in this Section 3.01, will be substantially complete and that the Commencement Date shall have occurred within one hundred twenty (120) days from the date construction permits for the Tenant Work are issued by the Township of Berkeley Heights (the “Target Commencement Date”), and Landlord agrees to use reasonable good faith efforts to cause the Tenant Work to be substantially complete and the Commencement Date to occur by the Target Commencement Date. In the event that Landlord disapproves the Tenant plansWork is not substantially complete and the Commencement Date has not occurred by the Target Commencement Date, then Landlord shall advise Tenant of the reasons that continue to use reasonable good faith efforts to cause the Tenant plans were disapproved, including recommendations as to changes which would make the Tenant plans acceptable to Landlord. Upon receipt of such disapproval with such recommendations, if any, Tenant shall expeditiously re-prepare and re-submit the Tenant plans to Landlord. Once Landlord and Tenant agree upon the Tenant plans, then the Tenant plans shall be deemed Work to be final. Once substantially complete and the Tenant plans are finalCommencement Date to occur promptly thereafter; provided, the Tenant plans however, that Landlord shall not be modified or amended without have any liability for the prior written consent of Landlord. Provided that the Tenant plans are finalized in accordance with this Paragraph 3.8, then Tenant shall, at the sole cost and expense of Tenant, expeditiously, diligently and in good faith promptly commence and promptly complete the Tenant Work. For purposes of this 3.8, the phrase “complete” shall be deemed to mean: (i) construction failure of the Tenant Work has been completed to be substantially complete and the Commencement Date to have occurred by any particular date, except as expressly set forth in accordance with this Section 3.01(f). Notwithstanding the Tenant plans; and (ii) a permanent certificate of occupancy has been issued foregoing, the parties agree that if the Commencement Date shall not have occurred by the appropriate governmental authority date which is sixty (60) days immediately following the Target Commencement Date (the last day of such sixty (60) day period being referred to as the “Completion End Date”), then as Tenant’s exclusive remedy for such failure, Tenant shall receive for each day beyond the Completion End Date until the Commencement Date occurs, one (1) day of free Base Rent (the number of days of free Base Rent that Tenant receives pursuant to this sentence is referred to as the “Free Base Rent Period”), with respect to the Tenant Work. All repairs to the Tenant Work shall be Tenant Repairs. Any Tenant Work shall remain upon the Premises upon the Termination Date unless Landlord, at Landlord’s option, shall require the restoration of the Premises to the condition thereof such Free Base Rent Period starting on the Commencement Date; provided, in which event Tenant shall so restore the Premises prior to the Termination Date. All of the Tenant Work shall comply with all Lawshowever, and shall be performed in a good and workmanlike manner. Tenant shall pay for all of the Tenant Work, and Tenant shall prevent any mechanic’s or materialman’s liens being filed with respect thereto. With respect to all Tenant Work, Tenant shall adhere to the Tenant Improvement Guidelines set forth in Exhibit “E” annexed hereto. Notwithstanding anything to the contrary contained herein, that: (A) Tenant shall not be required entitled to comply with receive any given day of such free Base Rent to the foregoing requirements extent that the Commencement Date did not occur by the Completion End Date or any date thereafter, by reason of any Tenant Delay or Force Majeure; and (B) the Term of this Lease shall be extended by the number of days equal to the Free Base Rent Period. (g) Tenant acknowledges that the Building is a multi-tenant building, and that Landlord and other tenants in the event Tenant makes or causes Building and their respective contractors will be performing tenant fit-up work and other construction in the Building from time to be made any singletime, during both Business Hours and non-structural alteration, renovation, improvement or other installation in and to the Premises or any part thereof in an amount that exceeds Ten Thousand and No/100 ($10,000.00) Dollars. Any interior non-structural alterations, renovations, improvements or other installations that exceed Ten Thousand and No/100 ($10,000.00) Dollars shall require Landlord’s prior written approvalBusiness Hours.

Tenant Work. At any time after Lessee shall have the Commencement Date, Tenant shall not perform any Tenant Work without first: (A) submitting right to Landlord construct additional improvements to the Tenant plans in reasonable detail with respect to any proposed Tenant Work, and (B) obtaining Landlord’s prior written approval thereof. In order to obtain Landlord’s approval of the Tenant plans, Tenant shall, within ninety (90) days of the Effective Date, at the sole cost and expense of Tenant, prepare and submit to Landlord two (2) copies of a complete set of the Tenant plans, which Tenant plans shall include a complete set of construction documents, including, without limitation, Leased Premises based upon mutually approved plans and specifications. Lessee and Lessor shall cooperate in the design, floor plans, permitting and complete detail work describing the proposed Tenant Work. In the event that Landlord disapproves the Tenant plans, Landlord shall advise Tenant of the reasons that the Tenant plans were disapproved, including recommendations as to changes which would make the Tenant plans acceptable to Landlord. Upon receipt of such disapproval with such recommendations, if any, Tenant shall expeditiously re-prepare and re-submit the Tenant plans to Landlord. Once Landlord and Tenant agree upon the Tenant plans, then the Tenant plans shall be deemed to be final. Once the Tenant plans are final, the Tenant plans shall not be modified or amended without the prior written consent of Landlord. Provided that the Tenant plans are finalized in accordance with this Paragraph 3.8, then Tenant shall, at the sole cost and expense of Tenant, expeditiously, diligently and in good faith promptly commence and promptly complete the Tenant Work. For purposes of this 3.8, the phrase “complete” shall be deemed to mean: (i) construction of the Tenant Work has been completed defined below by responding to requests for information and taking such other action as may be required of either of them in connection with approving the plans and specifications and performing the Tenant Work in a timely fashion. Lessor’s approval shall be required for all Tenant Work, which approval shall be at Lessor’s sole discretion, except that Lessor’s approval shall not be unreasonably withheld, conditioned, or delayed with respect to proposed Tenant Work (i) that is non-structural and cosmetic, (ii) for which no building permit is required, (iii) that does not involve other tenant spaces, exterior surfaces of the Building, or Building common areas, and (iv) does not involve any changes to or interface with major Building systems (such as plumbing, electrical, mechanical/HVAC, sanitary sewer, storm sewer, and fire/life safety systems). The “Tenant Work” as used herein shall mean all construction work performed pursuant to and in accordance with the Tenant plans; plans and (ii) a permanent certificate of occupancy has specifications which have been issued approved by the appropriate governmental authority with respect Lessor. Lessee may request to perform additional work different from or in addition to the Tenant Work. All repairs , except Lessee may not make any modifications to the approved Tenant Work without Lessor’s prior writen consent. As long as Lessor is then employing an in-house construction manager, Lessee shall be Tenant Repairs. Any Tenant Work shall remain upon the Premises upon the Termination Date unless Landlord, at Landlord’s option, shall require the restoration of the Premises to the condition thereof on the Commencement Date, in which event Tenant shall so restore the Premises prior to the Termination Date. All of the Tenant Work shall comply with all Laws, and shall be performed in use a good and workmanlike manner. Tenant shall pay Lessor-approved general contractor for all of the Tenant Work, and shall be allowed to negotiate directly with said contractor so long as subcontract work is competitively bid and contractor does not self perform more than 15% of said Tenant shall prevent any mechanic’s or materialman’s liens being filed with respect theretoWork. With respect At the time Lessor reviews and consents to all the plans and specifications for the Tenant Work, Tenant Lessor shall adhere notify Lessee as to which portions thereof shall be subject to removal at the end of the Lease Term (and any extension or renewal thereof) pursuant to the Lease. Lessor hereby pre-approves RAFN as a general contractor for the Tenant Improvement Guidelines set forth in Exhibit “E” annexed hereto. Notwithstanding anything to the contrary contained hereinWork, Tenant and Lessee hereby acknowledges and agrees that (x) Lessee’s general contractor shall not be required to comply hire union subcontractors for mechanical, electrical, plumbing, and carpentry trades, and (y) Lessee shall be required to use Lessor’s pre-approved mechanical, electrical, plumbing, and fire/life safety subcontractors in connection with the foregoing requirements in Tenant Work. Lessor shall not charge Lessee any supervisory or manager fees for the event Tenant makes or causes to be made any single, non-structural alteration, renovation, improvement or other installation in and to the Premises or any part thereof in an amount that exceeds Ten Thousand and No/100 ($10,000.00) Dollars. Any interior non-structural alterations, renovations, improvements or other installations that exceed Ten Thousand and No/100 ($10,000.00) Dollars shall require Landlord’s prior written approvalWork.

Tenant Work. At any time after the Commencement Date, (a) Tenant shall not perform make any Tenant Work additional alterations or additions, structural or non-structural, to the Demised Premises without first: (A) submitting to first obtaining the written consent of Landlord the Tenant plans in reasonable detail with respect to any proposed Tenant Work, and (B) obtaining Landlord’s prior written approval thereof. In order to obtain Landlord’s approval of the Tenant plans, Tenant shall, within ninety (90) days of the Effective Date, at the sole cost and expense of Tenant, prepare and submit to Landlord two (2) copies of a complete set of the Tenant planson each occasion, which Tenant plans shall include a complete set of construction documents, including, without limitation, plans and specifications, floor plans, and complete detail work describing the proposed Tenant Work. In the event that Landlord disapproves the Tenant plans, Landlord shall advise Tenant of the reasons that the Tenant plans were disapproved, including recommendations as to changes which would make the Tenant plans acceptable to Landlord. Upon receipt of such disapproval with such recommendations, if any, Tenant shall expeditiously re-prepare and re-submit the Tenant plans to Landlord. Once Landlord and Tenant agree upon the Tenant plans, then the Tenant plans shall be deemed to be final. Once the Tenant plans are final, the Tenant plans consent shall not be modified unreasonably withheld, conditioned or amended without delayed. Any such alterations or additions are referred to herein as “Tenant Work”. For non-structural alterations or additions valued at less than Fifty Thousand Dollars ($50,000.00) which do not affect any of the prior written consent of Landlord. Provided that the Tenant plans are finalized exterior, lobbies, elevator, roof, structure, or building systems in accordance with this Paragraph 3.8, then Tenant shall, or at the sole cost and expense of TenantBuilding, expeditiouslyLandlord’s consent shall not be required (“Minor Alterations”); provided, diligently and in good faith promptly commence and promptly complete the Tenant Work. For purposes of this 3.8however, the phrase “complete” shall be deemed to mean: that (i) construction if such Minor Alteration requires a building permit from the City of the Tenant Work has been completed in accordance with the Tenant plans; Waltham, Landlord’s reasonable consent shall be required, provided that such consent shall not be unreasonably withheld, conditioned or delayed, and (ii) a permanent certificate of occupancy has been issued by the appropriate governmental authority with respect to the Tenant Work. All repairs to the Tenant Work shall be Tenant Repairs. Any Tenant Work shall remain upon the Premises upon the Termination Date unless Landlord, at Landlord’s option, shall require the restoration expiration or termination of the Premises to the condition thereof on the Commencement Date, in which event Tenant shall so restore the Premises prior to the Termination Date. All of the Tenant Work shall comply with all Laws, and shall be performed in a good and workmanlike manner. Tenant shall pay for all of the Tenant Work, and Tenant shall prevent any mechanic’s or materialman’s liens being filed with respect thereto. With respect to all Tenant Work, Tenant shall adhere to the Tenant Improvement Guidelines set forth in Exhibit “E” annexed hereto. Notwithstanding anything to the contrary contained hereinthis Lease, Tenant shall not be required to comply readapt, repair and restore the affected portion of the Demised Premises to substantially the condition the same were in prior to such Minor Alteration. Landlord shall use commercially reasonable efforts to provide, in writing, its consent or its withholding of consent to any Alterations request from Tenant within ten (10) days following receipt of the Alterations request and shall state with reasonable detail the foregoing requirements in reasons for Landlord’s withholding of consent and the event Tenant makes or causes modifications required to be made any single, non-structural alteration, renovation, improvement or other installation in and to the Premises Alterations in order for Landlord to provide its consent to the same. If Landlord fails to so respond within such ten (10) day period, Tenant may deliver a second request to Landlord with a legend in bold and prominent print stating that “FAILURE TO REPLY TO THIS REQUEST FOR APPROVAL OF TENANT’S ALTERATIONS WITHIN FIVE (5) BUSINESS DAYS MAY BE DEEMED TO BE LANDLORD’S APPROVAL” and, if Landlord fails to approve or disapprove of the Alterations in question within five (5) business days following delivery of such second notice, then Landlord shall be deemed to have consented to the proposed Alterations. Additionally, Tenant shall give prior written notice to Landlord of any part thereof in an amount that exceeds Ten Thousand Minor Alteration regardless of whether Landlord’s consent is required. Wherever consent is required, it shall include approval of plans, if any, and No/100 ($10,000.00) Dollarscontractors and the insurance required under Section 4.04. Any interior non-structural Tenant shall notify Landlord of all alterations or additions and provide Landlord with copies of any construction plans therefor whether or not Landlord’s consent is required. All such allowed alterations, renovations, improvements or other installations that exceed Ten Thousand and No/100 ($10,000.00) Dollars shall require including reasonable third-party costs of review in seeking Landlord’s prior written approvalapproval if such approval is required, shall be made at Tenant’s expense by an Approved Contractor (as defined below), in compliance with all applicable laws, and shall be of a quality at least equal to first-class office standards. All alterations and additions performed by Tenant (but excluding Minor Alterations) shall be performed by an Approved Contractor providing full payment and completion bonds, if requested by Landlord, for Tenant Work costing in excess of $250,000.00. Upon the expiration or earlier termination of this Lease, Tenant shall assign to Landlord (without recourse) all warranties and guaranties then in effect for all work performed by Tenant at the Demised Premises.

Tenant Work. At any time after the Commencement DateOn or before April 15, 2001, Tenant shall not perform any Tenant Work without first: (A) submitting cause to be prepared and sealed by an architect licensed in the Commonwealth of Pennsylvania, and shall submit to Landlord for its approval, all plans and specifications required for the leasehold improvements to be constructed within the Premises ("Tenant Plans"). Tenant shall reasonably endeavor to use Landlord's professionals to prepare the Tenant plans Plans. Any delay by Tenant in delivering the Tenant Plans as and when required hereunder shall constitute a Tenant Delay. Tenant Plans shall be sufficient so long as Tenant Plans (a) are complete, finished and include detailed architectural, electrical, plumbing, fire protection, HVAC and engineering drawings including all necessary dimensions and specifications and all finish schedules; (b) are practicable and consistent with Landlord's Plans, subject to standard construction industry tolerances and subject to reasonable detail with respect to as-built field conditions not specified on Landlord's Plans, (c) involve construction within the Premises only and do not adversely affect or compromise any proposed Tenant Workportion of the Building, and (Bd) obtaining do not require any special materials or design or changes in or of the Building which is not then already set forth in Landlord’s prior written 's Plans or in Landlord's judgement cannot be accommodated without additional expense or delay. Tenant's submission of Tenant Plans to Landlord shall be deemed approval thereofthereof by Tenant. In order Such submission shall contain one complete electronic media (CAD) copy (said CAD copy to obtain contain Premises plans only), four blue-line or black-line prints and one reproducible copy of each page. Tenant shall be solely responsible for the completeness and compliance of Tenant Plans with all applicable laws, codes and regulations, including without implied limitation, ADA, and all state and municipal permitting requirements. Landlord shall review Tenant Plans and respond to Tenant within thirty (30) days after submission, and should Landlord elect to have Tenant Plans reviewed by Landlord’s 's architects and engineers, Tenant shall bear the reasonable expense of such review. Review and approval of Tenant Plans by Landlord (and its professionals, as aforesaid) shall in no instance be deemed or constitute a representation, warranty or confirmation by Landlord or by its professionals of any kind regarding the completeness of Tenant plansPlans or conformance therewith with applicable laws, Tenant shallcodes or regulations, within ninety (90) days or permitting requirements, or with the requirements of Landlord's Plans, or the Effective Date, at the sole cost and expense adequacy of Tenant's specifications or design, prepare but rather Landlord's review (and submit review by Landlord's professionals) is for the protection of Landlord only; provided, however, that Landlord shall use reasonable efforts to Landlord two (2) copies advise Tenant if such review indicates that Tenant Plans violate or fail to satisfy any requirements of a complete set of the Tenant plans, which Tenant plans shall include a complete set of construction documents, including, without limitation, plans and specifications, floor plans, and complete detail work describing the proposed Tenant Landlord's Work. In the event that Landlord disapproves the If Tenant plansPlans are not sufficient, as above set forth, Landlord shall advise notify Tenant of the reasons insufficiency and Tenant shall cause such insufficiency to be remedied and the remedy shall be incorporated into Tenant Plans by Tenant at Tenant's expense and resubmitted to Landlord, and the time involved in Tenant's revision and resubmission of Tenant Plans shall constitute a Tenant Delay; it being further understood that the foregoing shall not diminish the effect of any intervening Change Order Delay. If Landlord determines that Tenant plans were disapproved, including recommendations as to changes which would make the Tenant plans acceptable to Plans are still not sufficient after Landlord. Upon receipt of such disapproval with such recommendations, if any, Tenant shall expeditiously re-prepare 's review and re-submit the Tenant plans to Landlord. Once Landlord and Tenant agree upon the Tenant plansTenant's resubmission, then the approval process described above will be repeated; provided, however, that Landlord agrees to review Tenant's resubmission(s) as promptly as is reasonably practicable. Tenant plans shall be deemed make no changes to be final. Once the Tenant plans are final, the Tenant plans shall not be modified or amended Plans after Landlord's approval thereof without the prior written consent of Landlord. Provided that the Tenant plans are finalized , which approval shall not be unreasonably withheld, delayed or conditioned, and which changes shall be requested and implemented, if at all, only in accordance with this Paragraph 3.8, then the procedures set forth below. Any delay in substantial completion of the construction set forth on Tenant shall, at the sole cost and expense of Tenant, expeditiously, diligently and in good faith promptly commence and promptly complete the Plans ("Tenant Work. For purposes of this 3.8, the phrase “complete” ") or in Landlord's Work resulting from such changes or from an election by Tenant to incorporate special materials or designs in Tenant Plans shall be deemed to mean: (i) construction of the be a Tenant Work has been completed in accordance with the Tenant plans; and (ii) a permanent certificate of occupancy has been issued by the appropriate governmental authority with respect to the Tenant Work. All repairs to the Tenant Work shall be Tenant Repairs. Any Tenant Work shall remain upon the Premises upon the Termination Date unless Landlord, at Landlord’s option, shall require the restoration of the Premises to the condition thereof on the Commencement Date, in which event Tenant shall so restore the Premises prior to the Termination Date. All of the Tenant Work shall comply with all Laws, Delay and shall be performed in a good and workmanlike mannerhave the consequences herein set forth. Landlord shall notify Tenant shall pay for all as quickly as reasonably practicable after receipt of any changes to Tenant Plans if Landlord anticipates that the Tenant Work, and Tenant shall prevent any mechanic’s or materialman’s liens being filed with respect thereto. With respect to all Tenant Work, Tenant shall adhere to the Tenant Improvement Guidelines set forth in Exhibit “E” annexed hereto. Notwithstanding anything to the contrary contained herein, Tenant shall not be required to comply with the foregoing requirements in the event Tenant makes or causes to be made any single, non-structural alteration, renovation, improvement or other installation in and to the Premises or any part thereof in an amount that exceeds Ten Thousand and No/100 ($10,000.00) Dollars. Any interior non-structural alterations, renovations, improvements or other installations that exceed Ten Thousand and No/100 ($10,000.00) Dollars shall require Landlord’s prior written approvalproposed changes will delay substantial completion of construction.

Tenant Work. At Before commencing any time after the Commencement Daterepair or Alteration (“Tenant Work”), Tenant shall not perform any Tenant Work without first: (A) submitting deliver to Landlord the Tenant plans in reasonable detail with respect to any proposed Tenant WorkLandlord, and (B) obtaining Landlord’s prior written approval thereof. In order to obtain Landlord’s approval of, (a) names of the Tenant planscontractors, Tenant shallsubcontractors, within ninety mechanics, laborers and materialmen; (90b) days evidence of the Effective Date, at the sole cost contractors’ and expense of Tenant, prepare and submit to Landlord two (2) copies of a complete set of the Tenant plans, which Tenant plans shall include a complete set of construction documents, including, without limitation, plans and specifications, floor plans, and complete detail work describing the proposed Tenant Work. In the event that Landlord disapproves the Tenant plans, Landlord shall advise Tenant of the reasons that the Tenant plans were disapproved, including recommendations as to changes which would make the Tenant plans acceptable to Landlord. Upon receipt of such disapproval with such recommendations, if any, Tenant shall expeditiously re-prepare and re-submit the Tenant plans to Landlord. Once Landlord and Tenant agree upon the Tenant plans, then the Tenant plans shall be deemed to be final. Once the Tenant plans are final, the Tenant plans shall not be modified or amended without the prior written consent of Landlord. Provided that the Tenant plans are finalized in accordance with this Paragraph 3.8, then Tenant shall, at the sole cost and expense of Tenant, expeditiously, diligently and in good faith promptly commence and promptly complete the Tenant Work. For purposes of this 3.8, the phrase “complete” shall be deemed to mean: (i) construction of the Tenant Work has been completed in accordance with the Tenant planssubcontractors; insurance; and (iic) a permanent certificate any required governmental permits; provided, however, that, for Minor Alterations, no prior approval of occupancy has been issued by the appropriate governmental authority with respect to the Tenant Work. All repairs to the Tenant Work Tenant’s proposed contractors, subcontractors, mechanics, laborers or materialmen shall be required if such persons or entities are selected by Tenant Repairs. Any Tenant Work shall remain upon the Premises upon the Termination Date unless Landlordfrom a list of pre-approved construction personnel provided by Landlord or, at Landlord’s option, shall require from a list of construction personnel provided by Tenant and pre-approved by Landlord. Tenant acknowledges that the restoration foregoing is not an exclusive list of the Premises to the condition thereof on the Commencement Date, in which event reasons why Landlord may reasonably disapprove a proposed general contractor. Tenant shall so restore the Premises prior to the Termination Date. All of the perform all Tenant Work shall comply with all Laws, and shall be performed (i) in a good and workmanlike manner using materials of a quality reasonably approved by Landlord; (ii) in compliance with any approved plans and specifications, all Laws, the National Electric Code, and Landlord’s construction rules and regulations; and (iii) in a manner that does not impair the Base Building. If, as a result of any Tenant Work, Landlord becomes required under Law to perform any inspection, give any notice, or cause such Tenant Work to be performed in any particular manner, Tenant shall comply with such requirement and promptly provide Landlord with reasonable documentation of such compliance. Landlord’s approval of Tenant’s plans and specifications shall not relieve Tenant from any obligation under this Section 7.3. In performing any Tenant Work. Tenant shall pay for all of the Tenant Worknot use contractors, and Tenant shall prevent any mechanic’s services, labor, materials or materialman’s liens being filed with respect thereto. With respect to all Tenant Workequipment that, Tenant shall adhere to the Tenant Improvement Guidelines set forth in Exhibit “E” annexed hereto. Notwithstanding anything to the contrary contained herein, Tenant shall not be required to comply with the foregoing requirements in the event Tenant makes or causes to be made any single, non-structural alteration, renovation, improvement or other installation in and to the Premises or any part thereof in an amount that exceeds Ten Thousand and No/100 ($10,000.00) Dollars. Any interior non-structural alterations, renovations, improvements or other installations that exceed Ten Thousand and No/100 ($10,000.00) Dollars shall require Landlord’s prior written approvalreasonable judgment, would disturb labor harmony with any workforce or trades engaged in performing other work or services at the Project.

Tenant Work. At Tenant, at its sole cost and expense, (except only the allowances referred to in Section 5.1 hereof), shall cause the "Tenant Work", as defined in the Work Letter Agreement (the "Work Letter Agreement") attached hereto as Exhibit B and made a part hereof, to be promptly commenced and diligently completed in the Leased Premises in a good and workmanlike manner and in accordance with this Tenant Work or any time after Additional Work (as defined in Paragraph 3 of the Commencement DateWork Letter Agreement), Tenant shall not perform any Tenant Work without first: (A) submitting deliver to Landlord the Tenant plans in reasonable detail with respect to any proposed Tenant Work, and (B) obtaining Landlord’s prior written approval thereof. In order to obtain Landlord’s approval certificates of the Tenant plans, Tenant shall, within ninety (90) days of the Effective Date, at the sole cost and expense of Tenant, prepare and submit to such insurers as may be reasonably required by Landlord two (2) copies of a complete set of the Tenant plans, which Tenant plans shall include a complete set of construction documents, including, without limitation, plans all risk insurance for the benefit of Landlord for the full insurable value of the Tenant Work and specificationsAdditional Work to be performed free of any liens of the contractor, floor planssubcontractor, laborer or materialman and complete detail work describing the proposed shall secure and deliver to Landlord when requested such Sworn Contractor's Affidavits and waivers of lien as Landlord may reasonably request. The Tenant Work, any Additional Work and all alterations, additions or improvements to the Leased Premises or the Building, whether made or paid for by Tenant or Landlord, other than Tenant's trade fixtures, shall without compensation to Tenant, become Landlord's property at the termination of this Lease by lapse of time or otherwise. Tenant's trade fixtures shall at all times constitute Tenant's property. Landlord has granted to Tenant an allowance for the full and satisfactory completion of the Tenant Work in the amount of $30,000 (the "Tenant Work Allowance"). Upon the final completion of the Tenant Work in compliance with the provisions of this Lease, or upon receipt of an invoice from the contractor performing Tenant Work. Tenant shall either deliver to Landlord such Sworn Contractor's Affidavits and such waivers of liens as Landlord may reasonably request in order to establish the full payment of the cost of the Tenant Work, or shall deliver to Landlord security therefor reasonably acceptable to Landlord and within 30 days thereafter Landlord shall pay to Tenant the Tenant Work allowance or portion thereof equal to the amount invoiced by the Contractor. In the event that Landlord disapproves the Tenant plans, Landlord shall advise Tenant of the reasons that the Tenant plans were disapproved, including recommendations as to changes which would make the Tenant plans acceptable to Landlord. Upon receipt of such disapproval with such recommendations, if any, Tenant shall expeditiously re-prepare and re-submit the Tenant plans to Landlord. Once Landlord and Tenant agree upon the Tenant plans, then the Tenant plans shall be deemed to be final. Once the Tenant plans are final, the Tenant plans shall not be modified or amended without the prior written consent of Landlord. Provided that the Tenant plans are finalized in accordance with this Paragraph 3.8, then Tenant shall, at the sole cost and expense of Tenant, expeditiously, diligently and in good faith promptly commence and promptly complete the Tenant Work. For purposes of this 3.8, the phrase “complete” shall be deemed to mean: (i) construction of the Tenant Work has been completed in accordance with is less than the Tenant plans; and (ii) a permanent certificate Allowance, the portion of occupancy has been issued by the appropriate governmental authority with respect to the Tenant Work. All repairs to Work Allowance which exceeds the cost of the Tenant Work shall be Tenant Repairs. Any Tenant Work shall remain upon applied as a credit against the Premises upon the Termination Date unless Landlord, at Landlord’s option, shall require the restoration of the Premises to the condition thereof on the Commencement Date, in which event Tenant shall so restore the Premises prior to the Termination Date. All of the Tenant Work shall comply with all Laws, Base Rent and shall be performed in a good and workmanlike manner. Tenant shall pay for all of the Tenant Work, and Tenant shall prevent any mechanic’s or materialman’s liens being filed with respect thereto. With respect to all Tenant Work, Tenant shall adhere to the Tenant Improvement Guidelines set forth in Exhibit “E” annexed hereto. Notwithstanding anything to the contrary contained herein, Tenant shall not be required to comply with the foregoing requirements in the event Tenant makes or causes to be made any single, non-structural alteration, renovation, improvement or other installation in and to the Premises or any part thereof in an amount that exceeds Ten Thousand and No/100 ($10,000.00) Dollars. Any interior non-structural alterations, renovations, improvements or other installations that exceed Ten Thousand and No/100 ($10,000.00) Dollars shall require Landlord’s prior written approvalAdditional Rent due hereunder.

Tenant Work. At any time after A. Tenant, following the Commencement Datefull and final execution and delivery of the Lease to which this Work Letter is attached and all prepaid rental and security deposits or letters of credit required under such agreement, shall have the right to perform alterations and improvements in Building 6 and Building 7 and, following delivery of Building 5 by Landlord to Tenant, Tenant shall not have the right to perform any alterations and improvements in Building 5 (collectively, the “Initial Alterations”). Tenant Work without first: hereby acknowledges and agrees that Tenant shall perform, and the Initial Alterations shall include, upgrades to the structure of Building 5 sufficient to accommodate the balance of the Initial Alterations and the full reconstruction of the interior of Building 5 to a general office condition suitable for Tenant’s bank holding company’s offices (A) submitting the “Building 5 Reconstruction”). Within a reasonable period of time following execution of the Lease, Tenant shall cause its architect to provide to Landlord the Tenant plans in reasonable detail with respect to any architectural and construction drawings of Tenant’s proposed Tenant Work, and (B) obtaining Building 5 Reconstruction for Landlord’s prior review and approval. Landlord agrees that upon Landlord’s receipt of any plans, drawings and/or change orders hereunder submitted to Landlord for Landlord’s review and approval, Landlord shall review and either approve or disapprove (and, in the event that Landlord disapproves any of the same, provide to Tenant a reasonably detailed written approval thereofstatement describing the basis for such disapproval) within 5 Business Days following Landlord’s receipt of such plans, drawings and/or change orders. The Building 5 Reconstruction shall be mutually and reasonably acceptable to each of Landlord and Tenant and shall otherwise be subject to the terms and conditions of this Work Letter as a part of the Initial Alterations. In order addition, the Initial Alterations shall include and Tenant shall perform architectural enhancements to obtain the exterior of each of ▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇ ▇ and Building 7 (the “Exterior Enhancements”), which Exterior Enhancements are consistent with Landlord’s approval long-term exterior enhancement plans for the Lake Marriott Business Park project and otherwise reasonably acceptable to each of Landlord and Tenant. Landlord shall provide Tenant with an allowance (the “Exterior Enhancement Allowance”) in an amount not to exceed $400,000.00 to be applied toward the costs of the Exterior Enhancements. Landlord shall disburse the Exterior Enhancements Allowance, or applicable portion thereof, to Tenant plansin accordance with Section 1.B of this Work Letter. Tenant shall not be required to spend an amount in excess of the Exterior Enhancement Allowance on the Exterior Enhancements (nor shall Landlord be required to provide any funds in addition to the Exterior Enhancement Allowance in connection with the Exterior Enhancement). Notwithstanding the foregoing, Tenant shall, within ninety (90) days and its contractors shall not have the right to perform Initial Alterations in the Premises unless and until Tenant has complied with all of the Effective Date, at the sole cost terms and expense conditions of Tenant, prepare and submit to Landlord two (2) copies of a complete set Section 9.03 of the Tenant plans, which Tenant plans shall include a complete set of construction documentsLease, including, without limitation, approval by Landlord of the final plans for the Initial Alterations and specificationsthe contractors to be retained by Tenant to perform such Initial Alterations, floor planswhich approval shall not be unreasonably withheld, conditioned or delayed. Tenant shall be responsible for all elements of the design of Tenant’s plans (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 complete detail work describing the proposed Tenant Work. In the Landlord’s approval of Tenant’s plans shall in no event that Landlord disapproves the Tenant plans, Landlord shall advise relieve Tenant of the reasons responsibility for such design. The parties agree that Landlord’s approval of the Tenant plans were disapproved, including recommendations as general contractor to changes which would make perform the Tenant plans Initial Alterations shall not be considered to be unreasonably withheld if any such general contractor (i) does not have trade references reasonably acceptable to Landlord. Upon receipt of such disapproval with such recommendations, if any, Tenant shall expeditiously re-prepare and re-submit the Tenant plans to Landlord. Once Landlord and Tenant agree upon the Tenant plans, then the Tenant plans shall be deemed to be final. Once the Tenant plans are final, the Tenant plans shall not be modified or amended without the prior written consent of Landlord. Provided that the Tenant plans are finalized in accordance with this Paragraph 3.8, then Tenant shall, at the sole cost and expense of Tenant, expeditiously, diligently and in good faith promptly commence and promptly complete the Tenant Work. For purposes of this 3.8, the phrase “complete” shall be deemed to mean: (i) construction of the Tenant Work has been completed in accordance with the Tenant plans; and (ii) a permanent certificate of occupancy has been issued by the appropriate governmental authority with respect does not maintain insurance as required pursuant to the terms of this Lease, (iii) does not have the ability to be bonded for the work in an amount of no less than 150% of the total estimated cost of the Initial Alterations, (iv) does not provide current financial statements reasonably acceptable to Landlord, or (v) is not licensed as a contractor in the state/municipality in which the Premises is located. Tenant Workacknowledges the foregoing is not intended to be an exclusive list of the reasons why Landlord may reasonably withhold its consent to a general contractor. All repairs Landlord hereby approves ▇.▇. ▇▇▇▇▇▇, Inc., a California corporation, as Tenant’s general contractor for the Initial Alterations. B. Provided Tenant is not then in default or with the passage of time would be in default under the Lease (including this Work Letter), Landlord agrees to contribute the sum of $6,346,775.00 (which amount based on approximately $29.71 per rentable square foot of the Premises) (the “Allowance”) toward the cost of performing the Initial Alterations. The Allowance may only be used for the cost of preparing design and construction documents and mechanical and electrical plans for the Initial Alterations, taxes, insurance and bonds related to the Tenant Work Initial Alterations, permit fees, cabling, the Construction Management Fee (defined herein below), changes to the Base Building required as a result of the installation of the Initial Alterations, change orders, alarm systems and access controls, approved signage and for hard costs in connection with the Initial Alterations. The Allowance (and/or the Exterior Enhancement Allowance, as applicable), less a 10% retainage (which retainage shall be payable as part of the final draw), shall be paid to Tenant Repairs. Any Tenant Work shall remain upon the Premises upon the Termination Date unless Landlordor, at Landlord’s option, shall require to the restoration order of the Premises to general contractor that performs the condition thereof on Initial Alterations (or the Commencement DateExterior Enhancements, as the case may be), in periodic disbursements within 30 days after receipt of the following documentation: (i) an application for payment and sworn statement of contractor substantially in the form of AIA Document G-702 covering all work for which event disbursement is to be made to a date specified therein; (ii) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (iii) Contractor’s, subcontractor’s and material supplier’s waivers of liens which shall cover all Initial Alterations (or Exterior Enhancements, as the case may be) for which disbursement is being requested and all other statements and forms required for compliance with the mechanics’ lien laws of the state in which the Premises is located, together with all such invoices, contracts, or other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the Initial Alterations (or the Exterior Enhancements, as the case may be); (v) plans and specifications for the Initial Alterations (or the Exterior Enhancements, as the case may be), together with a certificate from an AIA architect that such plans and specifications comply in all material respects with all laws affecting the Building, Property and Premises; (vi) copies of all construction contracts for the Initial Alterations (or the Exterior Enhancements, as the case may be), together with copies of all change orders, if any; and (vii) a request to disburse from Tenant containing an approval by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations (or the Exterior Enhancements, as the case may be). Upon completion of the Initial Alterations (or the Exterior Enhancements, as the case may be), and prior to final disbursement of the Allowance (or the Exterior Enhancement Allowance, as the case may be), Tenant shall so restore the Premises prior to the Termination Date. All furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Tenant Work shall comply with all LawsInitial Alterations (or the Exterior Enhancements, as the case may be), and shall be performed (5) the certification of Tenant and its architect that the Initial Alterations (or the Exterior Enhancements, as the case may be) have been installed in a good and workmanlike manner. Tenant shall pay for all of manner in accordance with the Tenant Workapproved plans, and Tenant in accordance with applicable laws, codes and ordinances. In no event shall prevent any mechanic’s Landlord be required to disburse the Allowance or materialman’s liens being filed with respect theretothe Exterior Enhancement Allowance more than one time per month. With respect to all Tenant WorkIf the Initial Alterations exceed the Allowance or the Exterior Enhancements exceed the Exterior Enhancement Allowance, Tenant shall adhere be entitled to the Tenant Improvement Guidelines set forth Allowance (or the Exterior Enhancement Allowance, as the case may be) in Exhibit “E” annexed heretoaccordance with the terms hereof, but each individual disbursement of the Allowance (or the Exterior Enhancement Allowance, as the case may be) shall be disbursed in the proportion that the Allowance (or the Exterior Enhancement Allowance, as the case may be) bears to the total cost for the Initial Alterations (or the Exterior Enhancements, as the case may be), less the 10% retainage referenced above. Notwithstanding anything herein to the contrary contrary, Landlord shall not be obligated to disburse any portion of the Allowance (or the Exterior Enhancement Allowance, as the case may be) during the continuance of an uncured default under the Lease, and Landlord’s obligation to disburse shall only resume when and if such default is cured. C. In no event shall the Allowance or the Exterior Enhancements Allowance be used for the purchase of equipment, furniture or other items of personal property of Tenant. If Tenant does not submit a request for payment of the entire Allowance and/or the Exterior Enhancements Allowance to Landlord in accordance with the provisions contained hereinin this Work Letter by December 31, 2005 (the “Final Request Date”), any unused amount shall accrue to the sole benefit of Landlord, it being understood that Tenant shall not be required entitled to comply any credit, abatement or other concession in connection therewith. In the event that Tenant fails to so submit a request for payment of all of the remaining Allowance on or before the Final Request Date, Landlord shall provide to Tenant written notice no less than 10 Business Days prior to the Final Request Date notifying Tenant that Tenant has not, as of the date of Landlord’s notice, submitted a request for such balance of the Allowance. In the event Landlord fails to so notify Tenant, such failure shall not be deemed to be a default or breach by Landlord, but the Final Request Date shall be extended one day for each day Landlord fails to timely notify Tenant of such remaining balance. Tenant shall be responsible for all applicable state sales or use taxes, if any, payable in connection with the foregoing requirements in Initial Alterations, Exterior Enhancements Allowance and/or Allowance. Landlord shall be entitled to deduct from the event Tenant makes or causes to be made any single, non-structural alteration, renovation, improvement or other installation in and to Allowance a construction management fee for Landlord’s oversight of the Premises or any part thereof Initial Alterations in an amount that exceeds Ten Thousand and No/100 equal to 1% of the Allowance ($10,000.00) Dollars. Any interior non-structural alterations, renovations, improvements or other installations that exceed Ten Thousand and No/100 ($10,000.00) Dollars shall require Landlord’s prior written approvalthe “Construction Management Fee”).

Tenant Work. At any time after the Commencement DateOn or before July 15, 2003 Tenant shall not perform any Tenant Work without first: (A) submitting cause to be prepared and sealed by an architect licensed in the State of New Jersey, and shall submit to Landlord for its approval, all plans and specifications required for the leasehold improvements to be constructed within the Premises (“Tenant Plans”) which Tenant Plans shall be in substantial conformity in all respects with the plans and specifications previously provided to Landlord and priced by Landlord for the Tenant plans Work.. Tenant shall reasonably endeavor to use Landlord’s professionals to prepare the Tenant Plans. Any delay by Tenant in delivering the Tenant Plans as and when required hereunder shall constitute a Tenant Delay, unless caused in any manner by Landlord or its agents, professional or contractors. Tenant Plans shall be sufficient so long as Tenant Plans (a) are complete, finished and include detailed architectural, electrical, plumbing, fire protection, HVAC and engineering drawings including all necessary dimensions and specifications and all finish schedules; (b) are practicable and consistent with Landlord’s Plans, subject to standard construction industry tolerances and subject to reasonable detail with respect to as-built field conditions not specified on Landlord’s Plans, (c) involve construction within the Premises only and do not adversely affect or compromise any proposed Tenant Workportion of the Building, and (Bd) obtaining do not require any special materials or design or changes in or of the Building which is not then already set forth in Landlord’s prior written approval thereof. In order to obtain Plans or in Landlord’s approval of judgment cannot be accommodated without additional expense or delay. To the extent Tenant uses Landlord’s Architect to prepare such plans, Tenant shall, within ninety (90) days of the Effective Date, at the sole cost and expense of Tenant, prepare and submit to Landlord two (2) copies of a complete set of the Tenant plans, which Tenant plans shall include a complete set of construction documents, including, without limitation, plans and specifications, floor plans, and complete detail work describing the proposed Tenant Work. In the event that Landlord disapproves the Tenant plans, Landlord shall advise Tenant of the reasons that the Tenant plans were disapproved, including recommendations as to changes which would make the Tenant plans acceptable to Landlord. Upon receipt of such disapproval with such recommendations, if any, Tenant shall expeditiously re-prepare and re-submit the Tenant plans to Landlord. Once Landlord and Tenant agree upon the Tenant plans, then the Tenant plans Tenants Plans shall be deemed to comply hereunder. Tenant’s submission of Tenant Plans to Landlord shall be finaldeemed approval thereof by Tenant. Once Such submission shall contain one complete electronic media (CAD) copy (said CAD copy to contain Premises plans only), four blue-line or black-line prints and one reproducible copy of each page. Tenant shall be solely responsible for the completeness and compliance of Tenant plans Plans with all applicable laws, codes and regulations, including without implied limitation, ADA, and all state and municipal permitting requirements. Landlord shall review Tenant Plans and respond to Tenant within thirty (30) days after submission, and should Landlord elect to have Tenant Plans reviewed by Landlord’s architects and engineers if Tenant’s Plans were not prepared by Landlord’s professionals. Tenant shall bear the reasonable expense of such review. Unless Tenant’s Plans are finalprepared by Landlord’s professionals, review and approval of Tenant Plans by Landlord (and its professionals, as aforesaid) shall in no instance be deemed or constitute a representation, warranty or confirmation by Landlord or by its professionals of any kind regarding the completeness of Tenant plans Plans or conformance therewith with applicable laws, codes or regulations, or permitting requirements, or with the requirements of Landlord’s Plans, or the adequacy of Tenant’s specifications or design, but rather Landlord’s review (and review by Landlord’s professionals) is for the protection of Landlord only; provided, however, that Landlord shall use reasonable efforts to advise Tenant if such review indicates that Tenant Plans violate or fail to satisfy any requirements of Landlord’s Work. If Tenant Plans are not sufficient, as above set forth, Landlord shall notify Tenant of the insufficiency and Tenant shall cause such insufficiency to be remedied and the remedy shall be incorporated into Tenant Plans by Tenant at Tenant’s expense and resubmitted to Landlord, and the time involved in Tenant’s revision and resubmission of Tenant Plans shall constitute a Tenant Delay, unless Tenant’s Plans are prepared by Landlord’s professionals; it being further understood that the foregoing shall not diminish the effect of any intervening Change Order Delay. If Landlord determines that Tenant Plans are still not sufficient after Landlord’s review and Tenant’s resubmission, then the approval process described above will be modified or amended repeated; provided, however, that Landlord agrees to review Tenant’s resubmission(s) as promptly as is reasonably practicable. Tenant shall make no changes to Tenant Plans after Landlord’s approval thereof without the prior written consent of Landlord. Provided that the Tenant plans are finalized , which approval shall not be unreasonably withheld, delayed or conditioned, and which changes shall be requested and implemented, if at all, only in accordance with this Paragraph 3.8, then the procedures set forth below. Any delay in substantial completion of the construction set forth on Tenant shall, at the sole cost and expense of Tenant, expeditiously, diligently and in good faith promptly commence and promptly complete the Plans (“Tenant Work. For purposes of this 3.8, the phrase “complete” ”) or in Landlord’s Work resulting from such changes or from an election by Tenant to incorporate special materials or designs in Tenant Plans shall be deemed to mean: (i) construction of the be a Tenant Work has been completed in accordance with the Tenant plans; and (ii) a permanent certificate of occupancy has been issued by the appropriate governmental authority with respect to the Tenant Work. All repairs to the Tenant Work shall be Tenant Repairs. Any Tenant Work shall remain upon the Premises upon the Termination Date unless Landlord, at Landlord’s option, shall require the restoration of the Premises to the condition thereof on the Commencement Date, in which event Tenant shall so restore the Premises prior to the Termination Date. All of the Tenant Work shall comply with all Laws, Delay and shall be performed in a good and workmanlike mannerhave the consequences herein set forth. Landlord shall notify Tenant shall pay for all as quickly as reasonably practicable after receipt of any changes to Tenant Plans if Landlord anticipates that the Tenant Work, and Tenant shall prevent any mechanic’s or materialman’s liens being filed with respect thereto. With respect to all Tenant Work, Tenant shall adhere to the Tenant Improvement Guidelines set forth in Exhibit “E” annexed hereto. Notwithstanding anything to the contrary contained herein, Tenant shall not be required to comply with the foregoing requirements in the event Tenant makes or causes to be made any single, non-structural alteration, renovation, improvement or other installation in and to the Premises or any part thereof in an amount that exceeds Ten Thousand and No/100 ($10,000.00) Dollars. Any interior non-structural alterations, renovations, improvements or other installations that exceed Ten Thousand and No/100 ($10,000.00) Dollars shall require Landlord’s prior written approvalproposed changes will delay substantial completion of construction.

Tenant Work. At any time after Notwithstanding the Commencement Dateforegoing, Landlord and Tenant acknowledge and agree that the Tenant Improvements shall consist of non-structural improvements list set forth below and in accordance with the plan attached hereto as Schedule 1 to Exhibit B (the “Tenant Work List”) and which shall include the following furniture and improvements: a. Installation of such furniture and cubicles indicated on the attached Schedule 1 to Exhibit B; b. Re-key and/or change the locks for all doors, windows and entrances at the Premises and the Building; c. Install a security system for the Premises and Building, which shall include, among other things, a video element; d. Install data and electrical equipment in the server room; e. Cover all windows in the server room; f. Cover and enclose piping located in the server room as desired by Tenant; g. Undertake electrical work to allow for power to 75 to 100 work stations; h. Install a dishwasher, cooler and refrigerator in the kitchen; i. Add racks for storage and shelving in the copy area; j. Install a reception area in the Premises; k. Install a temporary satellite dish on the roof of the Building to communicate with the premises at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ until the required wiring/cable are completed for the Building and Premises, in accordance with Section 29.35 of the Lease; and l. Install an outside smoking area, as referred to in Section 1.1.3 of the Lease. In connection with the foregoing Tenant Improvements, Tenant shall not perform any Tenant Work without first: (A) submitting to Landlord the Tenant plans in reasonable detail with respect to any proposed Tenant Work, and (B) obtaining Landlord’s prior written approval thereof. In order to obtain Landlord’s approval of the Tenant plans, Tenant shall, within ninety (90) days of the Effective Date, at the sole cost and expense of Tenant, prepare and submit Landlord shall not require Tenant to Landlord two (2) copies of a complete set of the Tenant plans, which Tenant plans shall include a complete set of construction documents, including, without limitation, prepare any plans and specifications, floor plans, and complete detail work describing the proposed Tenant Work. In the event that Landlord disapproves the Tenant plans, Landlord shall advise Tenant of the reasons that the Tenant plans were disapproved, including recommendations as to changes which would make the Tenant plans acceptable to Landlord. Upon receipt of such disapproval with such recommendations, if any, Tenant shall expeditiously re-prepare and re-submit the Tenant plans to Landlord. Once Landlord and Tenant agree upon the Tenant plans, then the Tenant plans shall be deemed to be final. Once the Tenant plans are final, the Tenant plans shall not be modified or amended without the prior written consent of Landlord. Provided that the Tenant plans are finalized in accordance with this Paragraph 3.8, then Tenant shall, at the sole cost and expense of Tenant, expeditiously, diligently and in good faith promptly commence and promptly complete the Tenant Work. For purposes of this 3.8, the phrase “complete” shall be deemed to mean: (i) construction of specifications other than the Tenant Work has been completed in accordance List set out above. Landlord hereby consents to the undertaking of all such Tenant Improvements consistent with the Tenant plans; and (ii) a permanent certificate of occupancy has been issued by the appropriate governmental authority with respect to the Tenant Work. All repairs to the Tenant Work shall be Tenant Repairs. Any Tenant Work shall remain upon the Premises upon the Termination Date unless Landlord, at Landlord’s option, shall require the restoration of the Premises to the condition thereof on the Commencement Date, in which event Tenant shall so restore the Premises prior to the Termination Date. All of the Tenant Work shall comply with all Laws, and shall be performed in a good and workmanlike manner. Tenant shall pay for all of the Tenant Work, List and Tenant shall prevent any mechanic’s or materialman’s liens being filed with respect thereto. With respect not otherwise be required to all Tenant Work, Tenant shall adhere to the requirements of this Work Letter or Article 8 of the Lease in connection with the installation thereof. Date: To: Copy to: Re: Dated: Between: BP MV TECHNOLOGY PARK LLC, a Delaware limited liability company, Lessor or Landlord, and , a , Lessee or Tenant Improvement Guidelines Suite Number , [ ], CA [ ] and that the following terms and conditions are accurate and in full force and effect: Net rentable square feet .................................................... ______ Lease term ______ Lease commencement date ............................................... ______ Lease expiration date ______ Base rent schedule From............................. To: ..................... Monthly Rent $ Rent checks are Payable to: [APPROPRIATE ENTITY] Mailed to: [APPROPRIATE ADDRESS] All other inquiries to: Boston Properties Four ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Fax: ▇▇▇-▇▇▇-▇▇▇▇ If the Lease Commencement Date is other than the first day of the month, the first billing will contain a pro rata adjustment. Each billing thereafter, with the exception of the final billing, shall be for the full amount of the monthly installment as provided for in the Lease. Pursuant to Article 2 of the above referenced document, we request that you sign this letter where indicated below, confirming the information provided above, and return it to our representative below within 5 days of receipt. Per the lease language, however, failure to execute and return such notice within such time shall be conclusive that the information set forth in Exhibit “E” annexed heretois correct. Notwithstanding anything A second letter is enclosed for your files. Boston Properties, L.P. Agreed to the contrary contained herein, Tenant shall not be required to comply with the foregoing requirements in the event Tenant makes or causes to be made any single, non-structural alteration, renovation, improvement or other installation in and to the Premises or any part thereof in an amount that exceeds Ten Thousand and No/100 ($10,000.00) Dollars. Any interior non-structural alterations, renovations, improvements or other installations that exceed Ten Thousand and No/100 ($10,000.00) Dollars shall require LandlordAccepted: By: Lease Administrator’s prior written approval.name Date By: Date Lease Administration Its:

Tenant Work. At any time (a) Within ten days (10) after the Commencement Datedate of this Lease (if applicable), Tenant shall not perform any Tenant Work without first: (A) submitting to Landlord the Tenant plans in reasonable detail with respect to any proposed Tenant Work, and (B) obtaining Landlord’s prior written approval thereof. In order to obtain Landlord’s approval of the Tenant plans, Tenant shall, within ninety (90) days of the Effective Date, at the sole cost and expense of Tenant, prepare and submit to Landlord two (2) copies of a complete set completed interior design drawings, layouts and interior finish specifications for the preparation of the Demised Premises. Tenant, at Landlord's cost and expense, shall cause to be prepared all working, detailed construction drawings and specifications for the Tenant plansWork (as hereinafter defined) which shall become a part of this Lease and referred to as the "Plans and Specifications". The Tenant Work is described in the Tenant Improvement Workletter annexed hereto as Exhibit C, which sets forth in detail the parties' understanding regarding the scope of work to be provided to Tenant plans shall include a complete set of construction documents, including, without limitation, plans and specifications, floor plans, and complete detail work describing the proposed by Landlord ("Tenant Work"). In the event that Landlord disapproves the Tenant plans, Landlord shall advise not require Tenant of to restore the reasons that Demised Premises to the Tenant plans were disapproved, including recommendations as conditions prior to changes which would make the Tenant plans acceptable to Landlord. Upon receipt of such disapproval with such recommendations, if any, Tenant shall expeditiously re-prepare and re-submit the Tenant plans to Landlord. Once Landlord and Tenant agree upon the Tenant plans, then the Tenant plans shall be deemed to be final. Once the Tenant plans are final, the Tenant plans shall not be modified or amended without the prior written consent of Landlord. Provided that the Tenant plans are finalized in accordance with this Paragraph 3.8, then Tenant shall, at the sole cost and expense of Tenant, expeditiously, diligently and in good faith promptly commence and promptly complete the Tenant Work. For purposes of this 3.8, . (b) Landlord shall complete the phrase “complete” shall be deemed to mean: (i) construction of the Tenant Work has been completed Work, in accordance with the Tenant plans; and Improvement Workletter, in the following manner: (i) Landlord shall arrange for the performance of Tenant Work prior to the Commencement Date; (ii) Within a permanent certificate reasonable time after completion of occupancy has been issued the Plans and Specifications (if required), which shall be approved and initialed by Landlord and Tenant, Landlord shall apply to the appropriate governmental authority authorities for any construction permit(s) which may be required in connection with respect to the Landlord's performance of Tenant Work. All repairs . (iii) Within a reasonable time after the issuance of such construction permit(s), or if no permit is required, within a reasonable time after the execution of this Lease, Landlord shall commence to the perform Tenant Work shall be Tenant Repairs. Any Tenant Work shall remain upon the Premises upon the Termination Date unless Landlord, at Landlord’s option, shall require the restoration of the Premises to the condition thereof on the Commencement Date, in which event Tenant shall so restore the Premises prior to the Termination Date. All of the Tenant Work shall comply with all Laws, and shall be performed diligently prosecute such work to completion. Landlord shall perform all work provided for in the Plans and Specifications (or in accordance with Exhibit C if no Plans and Specifications are required) in compliance with the applicable Building Codes and in a good and workmanlike manner. Tenant shall pay for all advise Landlord immediately in writing of any objection to the performance of the Tenant Work. (iv) Landlord shall arrange for any inspections and shall apply for and obtain any Certificate of Occupancy required by any governmental authority. (v) If prior to or during construction, Tenant elects to change the scope of Tenant Work ("Work Changes") and/or Tenant requests additional work ("Additional Work") other than Tenant Work to be performed in the Demised Premises, then provided such Work Changes or Additional Work adds to Landlord's estimated costs and Tenant shall prevent any mechanic’s or materialman’s liens being filed with respect thereto. With respect to all Tenant Workapproves said additional costs, Tenant shall adhere pay for any additional costs in advance of the Additional Work or Work Changes and upon receipt of invoice from Landlord. (vi) In the event of a default by Tenant in any payment required on account of Tenant's Work, Work Changes or Additional Work costs prior to Tenant's occupancy of Demised Premises, Landlord shall, in addition to all other legally allowable remedies, have the Tenant Improvement Guidelines set forth in Exhibit “E” annexed hereto. Notwithstanding anything to the contrary contained herein, Tenant shall not be required to comply with the foregoing requirements same rights as in the event Tenant makes or causes to be made any single, non-structural alteration, renovation, improvement or other installation case of an Event of Default in and to Rent under the Premises or any part thereof in an amount that exceeds Ten Thousand and No/100 ($10,000.00) Dollars. Any interior non-structural alterations, renovations, improvements or other installations that exceed Ten Thousand and No/100 ($10,000.00) Dollars shall require Landlord’s prior written approvalLease.

Tenant Work. At any time Tenant shall, within thirty (30) days after execution of the Commencement DateLease, Tenant shall not perform any submit to Landlord for approval its plans and specifications for the Tenant Work without first: (A) submitting the"Tenant Improvement Plan"). Unless otherwise agreed to Landlord the Tenant plans in reasonable detail with respect to any proposed Tenant Work, and (B) obtaining by Landlord’s prior written approval thereof. In order to obtain Landlord’s approval of the Tenant plans, Tenant shall, in preparing the Tenant Improvement Plan, use the Landlord's space planner. Landlord shall, within thirty (30) days thereafter, either approve of the Tenant Improvement Plan or submit to Tenant its proposed changes thereto. In the event Landlord and Tenant are unable to agree upon the nature and scope of the Tenant Improvement Plan within ninety (90) days of execution of the Effective DateLease, at or such longer time as the sole cost Landlord and expense of TenantTenant shall agree to in writing, prepare and submit then the Landlord shall have the right to Landlord two (2) copies of a complete set terminate this Lease. Upon approving of the Tenant plans, which Tenant plans shall include a complete set of construction documents, including, without limitation, plans and specifications, floor plans, and complete detail work describing the proposed Tenant Work. In the event that Landlord disapproves the Tenant plansImprovement Plan, Landlord shall advise Tenant of the reasons that the Tenant plans were disapproved, including recommendations as agrees to changes which would make the Tenant plans acceptable to Landlord. Upon receipt of such disapproval with such recommendations, if any, Tenant shall expeditiously re-prepare and re-submit the Tenant plans to Landlord. Once Landlord and Tenant agree upon the Tenant plans, then the Tenant plans shall be deemed to be final. Once the Tenant plans are final, the Tenant plans shall not be modified or amended without the prior written consent of Landlord. Provided that the Tenant plans are finalized in accordance with this Paragraph 3.8, then Tenant shall, at the sole cost and expense of Tenant, expeditiously, diligently and in good faith promptly commence and promptly complete the Tenant Work. For purposes of this 3.8, the phrase “complete” shall be deemed to mean: (i) construction of the Tenant Work has been completed in accordance with the Tenant plans; and (ii) a permanent certificate of occupancy has been issued by the appropriate governmental authority with respect to the Tenant Work. All repairs to the Tenant Work shall be Tenant Repairs. Any Tenant Work shall remain upon the Premises upon the Termination Date unless Landlord, at Landlord’s option, shall require the restoration of the Premises to the condition thereof on the Commencement Date, in which event Tenant shall so restore the Premises prior to the Termination Date. All of the Tenant Work shall comply with all Laws, and shall be performed work depicted therein in a good and workmanlike mannermanner and in compliance with all laws, using new materials and equipment of good quality, and deliver possession of the Leased Premises to Tenant in accordance with the provisions contained herein on or before the Commencement Date, subject, however, to Paragraph 4 below. If Tenant shall require any subsequent changes to the Space Plan or the Tenant Improvement Plan ("Additional Work"), then, providing Landlord agrees in writing to such changes, and the cost thereof will cause the total costs to exceed the Tenant Improvement Allowance, as reasonably determined by Landlord, Tenant shall, within ten (10) calendar days of the billing therefore, deposit with Landlord, Landlord's projected costs and expenses for the Additional Work in excess of the Tenant Improvement Allowance, which costs shall include general contractor profit and overhead expected to be incurred by Landlord in connection with preparation of such additional plans and specifications and/or such Additional Work. Such reimbursements shall be made by Tenant to Landlord prior to Landlord's undertaking any changes to the Space Plan. If such projected costs for the Additional Work are in excess of Landlord's actual costs then Landlord shall refund any excess to Tenant and if Landlord's costs for the Additional Work are in excess of the estimated sum paid by Tenant, then Tenant shall pay for all of the Tenant Work, and Tenant shall prevent any mechanic’s or materialman’s liens being filed with respect thereto. With respect such deficiency to all Tenant Work, Tenant shall adhere to the Tenant Improvement Guidelines set forth in Exhibit “E” annexed hereto. Notwithstanding anything to the contrary contained herein, Tenant shall not be required to comply with the foregoing requirements in the event Tenant makes or causes to be made any single, non-structural alteration, renovation, improvement or other installation in and to the Premises or any part thereof in an amount that exceeds Ten Thousand and No/100 ($10,000.00) Dollars. Any interior non-structural alterations, renovations, improvements or other installations that exceed Ten Thousand and No/100 ($10,000.00) Dollars shall require Landlord’s prior written approvalLandlord on demand.

Tenant Work. At any time after the Commencement Date, Tenant shall not perform any Tenant Work without first: (A) submitting to Landlord the Tenant plans in reasonable detail with respect to any proposed Tenant Work, and (B) obtaining Landlord’s prior written approval thereof. In order to obtain Landlord’s approval of the Tenant plans, Tenant shall, within ninety (90) days with the aid of the Effective Datea licensed architect or engineer, and at the Tenant's sole cost and expense of expense, complete plans and specifications for Tenant's interior improvements, prepare and submit them to Landlord two for approval, and obtain Landlord's approval prior to commencement of construction ("Tenant Work"). The Tenant Work shall include, but not be limited to the following: (1) HVAC system; (2) copies of a complete set of Interior lighting; (3) Insulation; (4) Office space within the Premises; (5) Lunch room/break room space within the Premises; (6) Interior walls and partitions and painting if required; (7) Plumbing within the Premises; (8) Floor and wall coverings; (9) All electrical distribution panels for Tenant planspower and lighting, which distribution lines and outlets, circuits, switches and related metering and hook-up charges; (10) Water and gas distribution and related metering and hook-up charges; (11) Telephone switch room, panel, distribution system; (12) Window coverings if required; (13) Interior and exterior Tenant plans shall include a complete set of construction documents, including, without limitation, plans signage; (14) Fire safety systems; (15) Restrooms; (16) Any roof screens for HVAC systems; (17) Any city and specifications, floor plans, other agency fees; and (18) Other improvements specific to tenant's occupancy. (19) Architectural design and complete detail work describing the proposed structural engineering All Tenant Work. In the event that Landlord disapproves the Tenant plans, Landlord shall advise Tenant of the reasons that the Tenant plans were disapproved, including recommendations as to changes which would make the Tenant plans acceptable to Landlord. Upon receipt of such disapproval with such recommendations, if any, Tenant shall expeditiously re-prepare and re-submit the Tenant plans to Landlord. Once Landlord and Tenant agree upon the Tenant plans, then the Tenant plans Works shall be deemed to be final. Once the Tenant plans are final, the Tenant plans shall not be modified or amended without the prior written consent of Landlord. Provided that the Tenant plans are finalized in accordance with this Paragraph 3.8, then Tenant shall, at the sole cost and expense of Tenant, expeditiously, diligently and in good faith promptly commence and promptly complete the Tenant Work. For purposes of this 3.8, the phrase “complete” shall be deemed to mean: (i) construction of the Tenant Work has been completed in accordance with the Tenant plans; and (ii) a permanent certificate of occupancy has been issued by the appropriate governmental authority with respect to the Tenant Work. All repairs to the Tenant Work shall be Tenant Repairs. Any Tenant Work shall remain upon the Premises upon the Termination Date unless Landlord, at Landlord’s option, shall require the restoration of the Premises to the condition thereof on the Commencement Date, in which event Tenant shall so restore the Premises prior to the Termination Date. All of the Tenant Work shall comply with all Laws, and shall be performed in a good and workmanlike mannermanner by Tenant at Tenant's sole cost and expense, and all materials and equipment incorporated into the Tenant Improvements (i) will be new and free of defects, (ii) will conform to all applicable laws, ordinances and regulations of all duly constituted authorities, including without limitation, Title III of the Americans and Disabilities Act of 1990, all regulations issued thereunder and the Accessibility Guidelines for Buildings and Facilities issued pursuant thereto, as the same are in affect on the date hereof and may be hereafter modified, amended or supplemented ("Applicable Laws"), and (iii) will conform to the final working drawings approved by Landlord and Tenant, including all changes or modifications thereto approved by Landlord. The approved plan shall be attached to this Lease, as Exhibit D. Landlord conceptually approves the construction of improvements similar in quality to those installed at 3100 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇t with not more than ten percent (10%) of the Premises allocated for "wet" laboratory use and the balance in "generic" improvements, subject to Landlord's approval as to location and arrangement. Landlord will reasonably approve or disapprove said plans and specifications within five (5) days of receipt of plans and specifications. Landlord may reasonably disapprove of said plans and specifications for reasons including, but not limited to: location, distribution and percentage of floor coverings, dropped ceiling, restrooms (two core minimum per floor), plumbing, electrical, and/or mechanical systems which are inconsistent with future divisibility of the building for multi-tenant occupancy. If Landlord has not notified Tenant of approval or disapproval within five (5) days of receipt of plans and specifications, the plans and specifications shall be deemed approved. All substantive changes must be approved by Landlord. Tenant may select a general contractor subject to Landlord's reasonable consent. Tenant and general contractor shall pay for all diligently pursue to completion said improvements in accordance with the approved plans and specifications. Tenant acknowledges that Landlord may record a Notice of the Tenant Work, and Tenant shall prevent any mechanic’s or materialman’s liens being filed with respect thereto. With respect to all Tenant Work, Tenant shall adhere Non-Responsibility in regards to the construction of Tenant Improvement Guidelines set forth in Exhibit “E” annexed hereto. Notwithstanding anything to the contrary contained herein, Tenant shall not be required to comply with the foregoing requirements in the event Tenant makes or causes to be made any single, non-structural alteration, renovation, improvement or other installation in and to the Premises or any part thereof in an amount that exceeds Ten Thousand and No/100 ($10,000.00) Dollars. Any interior non-structural alterations, renovations, improvements or other installations that exceed Ten Thousand and No/100 ($10,000.00) Dollars shall require Landlord’s prior written approvalImprovements.

Tenant Work. At any time after the Commencement DateTenant agrees that all Alterations, repairs, Restoration and other work which Tenant shall not perform any Tenant Work without first: be required or permitted to do under the provisions of this Lease (Aeach hereinafter called the “Work”) submitting to Landlord the Tenant plans in reasonable detail with respect to any proposed Tenant Workshall be at Tenant’s sole cost and expense, and (Bi) obtaining Landlord’s prior written approval thereof. In order to obtain Landlord’s approval of the Tenant plansperformed in a good, Tenant shall, within ninety (90) days of the Effective Date, at the sole cost and expense of Tenant, prepare and submit to Landlord two (2) copies of a complete set of the Tenant plans, which Tenant plans shall include a complete set of construction documents, including, without limitation, plans and specifications, floor plansworkmanlike manner, and complete detail work describing the proposed Tenant Work. In the event that Landlord disapproves the Tenant plans, Landlord shall advise Tenant of the reasons that the Tenant plans were disapproved, including recommendations as to changes which would make the Tenant plans acceptable to Landlord. Upon receipt of such disapproval with such recommendations, if any, Tenant shall expeditiously re-prepare and re-submit the Tenant plans to Landlord. Once Landlord and Tenant agree upon the Tenant plans, then the Tenant plans shall be deemed to be final. Once the Tenant plans are final, the Tenant plans shall not be modified or amended without the prior written consent of Landlord. Provided that the Tenant plans are finalized in accordance with this Paragraph 3.8Lease and all Requirements and Applicable Laws, as well as any plans and specifications therefor which shall have been approved by Landlord (if such approval is required hereunder), (ii) commenced and completed promptly and (iii) done in all cases upon, in compliance with and subject to the terms of any Non-Disturbance Agreement and, to the extent not inconsistent with any term thereof, all of the following terms and conditions: (a) If the Work shall (i) involve any material structural Work, or (ii) cost more than the Threshold Amount (as reasonably estimated in writing by a licensed third party architect or contractor reasonably selected by Tenant), then the Work shall not be commenced until detailed plans and specifications (including layout, architectural, mechanics and structural drawings), prepared by a licensed architect reasonably selected by Tenant and approved by Landlord, together with a proposed construction budget shall have been submitted to and approved by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed; provided, however, that for Work which exceeds the Threshold Amount but otherwise is of a nature which customarily would not require the services or plans of an architect, as determined by Landlord in its reasonable discretion, there shall be no requirement for plans prepared by a licensed architect. (b) No material structural Work or Work costing more than the Threshold Amount shall be undertaken except under the supervision of a licensed third party architect or other appropriate design professional reasonably satisfactory to Landlord. (c) All Work shall be commenced only after all required permits, authorizations and approvals shall have been obtained by Tenant (or the applicable Operating Subtenant) from the applicable Governmental Authorities and other Persons, at its own cost and expense, and complete copies thereof, certified by Tenant as true copies, delivered to Landlord. Landlord will, on Tenant’s written request, execute any documents necessary to be signed by Landlord to obtain any such permits, authorizations and approvals, provided that no such documents shall cause Landlord to incur any liability other than monetary liability associated with fees or costs charged in connection with such permits, authorizations and approvals, and Tenant shall pay and discharge any such expense or liability of Landlord in connection therewith. (d) If the Work will cost more than the Threshold Amount (as reasonably estimated in writing by a licensed third party architect or contractor reasonably selected by Tenant), it shall not be commenced until Tenant shall have obtained and delivered to Landlord, either (i) a performance bond and a labor and materials payment bond (issued by a corporate surety licensed to do business in the State in which the Premises are located and satisfactory to Landlord in its reasonable discretion), each in an amount equal to the estimated cost of such Work and in form otherwise satisfactory to Landlord in its reasonable discretion, or (ii) such other security or evidence of ability to pay the estimated cost of such Work as shall be satisfactory to Landlord in its reasonable discretion. (e) The cost of all Work shall be paid promptly, in cash, so that the Premises and Tenant’s leasehold estate therein shall at all times be free from (i) liens for labor or materials supplied or claimed to have been supplied to the Premises or Tenant, and (ii) chattel mortgages, conditional sales contracts, title retention agreements, security interests and agreements, and financing agreements and statements. Tenant shall, at the sole cost upon Landlord’s request, provide Landlord evidence of such payment satisfactory to Landlord in Landlord’s reasonable discretion, which evidence may include partial and expense of Tenant, expeditiously, diligently final lien releases and in good faith promptly commence waivers from any and promptly complete the Tenant Workall appropriate parties. For purposes of this 3.8, the phrase “complete” Nothing herein shall be deemed construed to mean: (i) construction of the preclude Tenant Work has been completed from bonding-over, in accordance with the Michigan Construction Lien Act, any construction lien disputed by Tenant plansin good faith, provided such bond fully covers the amount of the construction lien and would not be considered an exception to Landlord’s American Land Title Association title policy. (f) At all times when any Work is in progress, Tenant shall maintain or cause to be maintained with such companies and for such periods as Landlord may require (i) workers’ compensation insurance covering all persons employed in connection with the Work, in an amount at least equal to the minimum amount of such insurance required by Applicable Law (with a waiver of subrogation satisfactory to Landlord in its sole and absolute discretion); and (ii) a permanent certificate for the mutual protection of occupancy has been issued Landlord, Tenant and any Mortgagee, (1) builder’s risk insurance, completed value form, covering all physical loss, in an amount satisfactory to Landlord in its sole and absolute discretion, and (2) commercial general liability insurance against all hazards, with limits for bodily injury or death to any one person, for bodily injury or death to any number of persons in respect of any one accident or occurrence, and for property damage in respect of one accident or occurrence in such amounts as Landlord in its reasonable discretion may require. Such commercial general liability insurance may be satisfied by the appropriate governmental authority with respect insurance required under Section 6.1(a), but may be effected by an endorsement, if obtainable, upon the insurance policy referred to the in said Section. The provisions and conditions of Article 6 hereof shall apply to any insurance which Tenant Workshall be required to maintain or cause to be maintained under this subsection. All repairs to the Tenant contractors, subcontractors, vendors, materialmen and others performing any Work shall be Tenant Repairs. Any Tenant Work shall remain upon on the Premises upon the Termination Date unless Landlord, at Landlord’s option, shall require the restoration of or providing any supplies or materials in connection with Work on the Premises must be licensed and qualified to the condition thereof on the Commencement Date, in which event Tenant shall so restore the Premises prior to the Termination Date. All of the Tenant Work shall comply with all Laws, perform such services and/or provide such supplies and shall be performed in a good and workmanlike manner. Tenant shall pay for all required to maintain insurance of each of the Tenant Worktypes set forth above in such amounts as Landlord in its sole and absolute discretion requires, naming Landlord, and all Mortgagees as additional named insureds or loss payees and Tenant shall prevent obtain and supply to Landlord evidence of such required insurance. (g) Upon completion of any mechanic’s or materialman’s liens being filed with respect thereto. With respect to all Tenant Work, Tenant Tenant, at Tenant’s expense, shall adhere obtain certificates of final approval of such Work required by any Governmental Authority and shall furnish Landlord with copies thereof, together with (i) “as-built” plans and specifications for such Work (if the cost of such Work exceeds the Threshold Amount), and (ii) final lien waivers and releases from any and all appropriate parties. (h) The conditions of Section 5.4 shall have been complied with, to the Tenant Improvement Guidelines set forth in Exhibit “E” annexed hereto. Notwithstanding anything extent applicable to the contrary contained herein, Tenant shall not be required to comply with the foregoing requirements in the event Tenant makes or causes to be made any single, non-structural alteration, renovation, improvement or other installation in and to the Premises or any part thereof in an amount that exceeds Ten Thousand and No/100 ($10,000.00) Dollars. Any interior non-structural alterations, renovations, improvements or other installations that exceed Ten Thousand and No/100 ($10,000.00) Dollars shall require Landlord’s prior written approvalWork.

Tenant Work. At any time after the Commencement Date, (a) Tenant shall not perform any be responsible for retaining an architect (the “Architect”) to design the interior of the Demised Premises (and Tenant Work without first: (A) submitting shall be responsible for all costs and expenses of the Architect). Tenant shall cause the Architect to deliver to Landlord complete interior construction drawings, including without limitation layouts and interior specifications and HVAC drawings for the Tenant plans in reasonable detail with respect to any proposed Tenant Work, and (B) obtaining Landlord’s prior written approval thereof. In order to obtain Landlord’s approval preparation of the Tenant plansDemised Premises, Tenant shallon or before July 15, within ninety (90) days of the Effective Date, at the sole cost and expense of Tenant, prepare and submit to Landlord two (2) copies of a complete set of the Tenant plans, which Tenant plans shall include a complete set of construction documents, including, without limitation, plans and specifications, floor plans, and complete detail work describing the proposed Tenant Work2005. In the event that Landlord disapproves the Tenant plans, Landlord shall advise Tenant of the reasons that the Tenant plans were disapproved, including recommendations as to changes which would make the Tenant plans acceptable to Landlord. Upon receipt of such disapproval with such recommendations, if any, Tenant shall expeditiously re-prepare and re-submit the Tenant plans to Landlord. Once Landlord and Tenant agree upon the Tenant plans, then the Tenant plans shall be deemed to be final. Once the Tenant plans are final, the Tenant plans shall not be modified or amended without the prior written consent of Landlord. Provided that the Tenant plans are finalized in accordance with this Paragraph 3.8, then Tenant shall, at the sole cost and expense of Tenant, expeditiously, diligently and in good faith promptly commence and promptly complete the Tenant Work. For purposes of this 3.8, the phrase “complete” shall be deemed to mean: (i) construction of the Tenant Work has been completed in accordance with the Tenant plans; and (ii) a permanent certificate of occupancy has been issued by the appropriate governmental authority with respect to the Tenant Work. All repairs to the Tenant Work shall be performed, and Landlord shall be reimbursed if applicable, in accordance with Exhibit C-2 annexed hereto. (b) At such time as they become available, the completed interior construction drawings, including without limitation layouts and interior specifications and HVAC drawings for the preparation of the Demised Premises shall be annexed hereto and, as of the date of such annexation, made a part of this Lease as Exhibit C-1 and shall be referred to as the “Plans and Specifications.” The Tenant Repairs. Any Workletter, annexed hereto as Exhibit C-2, sets forth in detail the parties’ understanding regarding building standards, Tenant Work and certain other aspects of Tenant Work in the Building. (c) Construction, according to the Plans and Specifications ("Tenant Work”) shall remain upon the Premises upon the Termination Date unless be carried out and pursued to completion by Landlord, with the cooperation of Tenant. Landlord need not begin Tenant Work until the later of the date hereof and the approval by Landlord of the Plans and Specifications (it being agreed that complete interior construction drawings, including without limitation layouts and interior specifications and HVAC drawings for the preparation of the Demised Premises, shall be required in order for Landlord to determine whether it shall approve the Plans and Specifications). In that connection: (i) Landlord shall have the sole right to designate general contractors and subcontractors for the Tenant Work. (ii) Landlord shall apply for all approvals and permits legally required in connection with the performance of Tenant Work. If necessary, Tenant shall join in the execution of the applications, and at Landlord’s optionrequest, shall require cooperate with the restoration prosecution of the Premises to the condition thereof on the Commencement Date, in which event application. Tenant shall so restore bear all fees, costs and expenses in connection with the Premises prior to the Termination Date. All of applications including any reasonable out-of-pocket legal expenses incurred by Landlord in connection obtaining such approvals and permits (it being understood that such fees, costs and expenses will be included in the Tenant Work shall comply with all LawsAllowance described in Exhibit C-2, and shall be performed in a good and workmanlike manner. Tenant shall pay for all of the Tenant Work, and Tenant shall prevent any mechanic’s or materialman’s liens being filed with respect thereto. With respect to all Tenant Work, Tenant shall adhere to the Tenant Improvement Guidelines set forth in Exhibit “E” annexed hereto. Notwithstanding anything to the contrary contained herein, Tenant shall not be required to comply with the foregoing requirements in the event Tenant makes or causes to be made any single, non-structural alteration, renovation, improvement or other installation in and to the Premises or any part thereof in an amount that exceeds Ten Thousand and No/100 ($10,000.00) Dollars. Any interior non-structural alterations, renovations, improvements or other installations that exceed Ten Thousand and No/100 ($10,000.00) Dollars shall require Landlord’s prior written approvalextent such allowance is applicable).

Tenant Work. At any time after the Commencement Date, (a) The Tenant shall not perform make any Tenant Work additional alterations or additions, structural or non-structural, to the Premises without first: (A) submitting to first obtaining the written consent of Landlord the Tenant plans in reasonable detail with respect to any proposed Tenant Work, and (B) obtaining Landlord’s prior written approval thereof. In order to obtain Landlord’s approval of the Tenant plans, Tenant shall, within ninety (90) days of the Effective Date, at the sole cost and expense of Tenant, prepare and submit to Landlord two (2) copies of a complete set of the Tenant planson each occasion, which Tenant plans shall include a complete set of construction documents, including, without limitation, plans and specifications, floor plans, and complete detail work describing the proposed Tenant Work. In the event that Landlord disapproves the Tenant plans, Landlord shall advise Tenant of the reasons that the Tenant plans were disapproved, including recommendations as to changes which would make the Tenant plans acceptable to Landlord. Upon receipt of such disapproval with such recommendations, if any, Tenant shall expeditiously re-prepare and re-submit the Tenant plans to Landlord. Once Landlord and Tenant agree upon the Tenant plans, then the Tenant plans shall be deemed to be final. Once the Tenant plans are final, the Tenant plans consent shall not be modified unreasonably withheld, conditioned or amended without delayed. Any such alterations or additions are referred to herein as “Tenant Work”. For non-structural alterations or additions valued at less than $100,000 which do not affect any of the prior written consent of Landlord. Provided that the Tenant plans are finalized exterior, lobbies, elevator, roof, structure, or building systems in accordance with this Paragraph 3.8, then Tenant shall, or at the sole cost and expense of TenantBuilding, expeditiouslyLandlord’s consent shall not be required (“Minor Alterations”) provided, diligently and in good faith promptly commence and promptly complete the Tenant Work. For purposes of this 3.8however, the phrase “complete” shall be deemed to mean: that (i) construction of if such Minor Alteration requires a building permit from the Tenant Work has been completed in accordance with the Tenant plans; applicable municipal authority, Landlord’s consent shall be required, provided that such consent shall not be unreasonably withheld, conditioned or delayed, and (ii) a permanent certificate of occupancy has been issued by the appropriate governmental authority with respect to the Tenant Work. All repairs to the Tenant Work shall be Tenant Repairs. Any Tenant Work shall remain if Landlord’s consent was not obtained therefor, upon the Premises upon expiration or termination of this Lease, Tenant shall readapt, repair and restore the Termination Date unless Landlord, at Landlord’s option, shall require the restoration affected portion of the Premises to substantially the condition thereof on the Commencement Datesame were in prior to such Minor Alteration. Additionally, Tenant shall give prior written notice to Landlord of any Minor Alteration regardless of whether Landlord’s consent is required. Wherever consent is required, it shall include reasonable approval of plans and contractors and the insurance required under Section 4.04. Unless otherwise approved by Landlord, Tenant shall use the structural engineer employed by Landlord for the Building where Alterations affect Building structure. Tenant shall notify Landlord of all alterations or additions and provide Landlord with copies of any construction plans therefor whether or not Landlord’s consent is required. All such allowed alterations, including reasonable third-party costs of review in seeking Landlord’s approval, shall be made at Tenant’s expense by an Approved Contractor (as defined below), in which event compliance with all laws, and be of first class quality. Prior to commencing any work at the Property other than Minor Alterations or Alterations costing less than $1,000,000 (such amount decreasing to $250,000 at any time that Tenant fails to meet the Financial Test) in the aggregate, Tenant shall so restore provide and record bonds or such other security as is reasonably satisfactory to Landlord sufficient to protect the Premises prior interests of both Tenant and Landlord in the Property from any lien arising out of a failure to the Termination Date. All of the Tenant Work shall comply with all Lawspay for work performed for Tenant, and all alterations and additions performed by Tenant, (but excluding Minor Alterations), shall be performed in a good and workmanlike mannerby an Approved Contractor. Tenant shall pay for all Upon the expiration or earlier termination of the Tenant Work, and Tenant shall prevent any mechanic’s or materialman’s liens being filed with respect thereto. With respect to all Tenant Workthis Lease, Tenant shall adhere assign to Landlord (without recourse) all warranties and guaranties then in effect for all work performed by Tenant at the Tenant Improvement Guidelines set forth in Exhibit “E” annexed hereto. Notwithstanding anything to the contrary contained herein, Tenant shall not be required to comply with the foregoing requirements in the event Tenant makes or causes to be made any single, non-structural alteration, renovation, improvement or other installation in and to the Premises or any part thereof in an amount that exceeds Ten Thousand and No/100 ($10,000.00) Dollars. Any interior non-structural alterations, renovations, improvements or other installations that exceed Ten Thousand and No/100 ($10,000.00) Dollars shall require Landlord’s prior written approvalPremises.