Common use of Tenant Improvements Clause in Contracts

Tenant Improvements. Landlord is providing the basic Premises in its current “AS IS” condition, without representation or warranty of any kind, and Landlord shall have no obligation to make any modifications or alterations to the Premises except as specifically set forth in this Section 17.1. Notwithstanding the foregoing, Landlord agrees at its sole cost to (i) construct demising walls to separate the Premises from the remainder of the Building, (ii) install separate meters to measure the gas and electricity being used at the Premises; and (iii) physically separate the fire sprinkler system serving the Premises (the “Landlord Improvements”). Landlord shall complete the Landlord Improvements in compliance with all applicable Laws. Item (iii) of the Landlord improvements shall include physically repositioning any fire sprinkler heads required for the construction of the demising walls; item (iii) of the Landlord Improvements shall specifically exclude any other alterations to the fire sprinkler system in the Premises, or any alterations to the fire sprinkler system in the Premises that are required to comply with any Laws; notwithstanding anything to the contrary in this Lease, any such alterations to the fire sprinkler system in the Premises, to the extent required by Tenant or applicable Laws, shall be completed by Tenant at its sole cost and expense. Landlord agrees to coordinate the tenant improvements (the “Tenant Improvements”) described on Exhibit 17.1.1 attached hereto. The costs of the Tenant Improvements shall be the sole responsibility of Tenant; provided, however, that Landlord shall provide Tenant with an allowance of up to $120,000.00 (the “Allowance”). Landlord shall use the Allowance to pay: (1) all costs and expenses directly incurred by Landlord, if any, in the construction of the Tenant Improvements (including all applicable licenses and permits); (2) all costs and expenses directly incurred by Landlord for the preparation or review of all plans and specifications for the Tenant Improvements; and (3) a construction supervision fee to Landlord’s construction agent, CB Xxxxxxx Xxxxx, equal to 6% of the actual costs of construction of the Tenant Improvements. If the cost of the Tenant Improvements exceeds the Allowance, then Tenant shall pay such excess cost to Landlord as Additional Rent pursuant to Section 2.2. If the cost of the Tenant Improvements is less than the Allowance, then Tenant shall not be entitled to any payment or credit for such excess amount. Any other improvements made to the Premises by Tenant shall be at Tenant’s sole expense, and shall be deemed an “Alteration” subject to Article 8 of this Lease.

Tenant Improvements. Landlord is providing the basic Premises in its current “AS IS” conditionTenant, without representation or warranty of any kind, and Landlord shall have no obligation to make any modifications or alterations to the Premises except as specifically set forth in this Section 17.1. Notwithstanding the foregoing, Landlord agrees at its sole cost to (i) construct demising walls to separate the Premises from the remainder of the Building, (ii) install separate meters to measure the gas and electricity being used at the Premises; and (iii) physically separate the fire sprinkler system serving the Premises (the “Landlord Improvements”). Landlord shall complete the Landlord Improvements in compliance with all applicable Laws. Item (iii) of the Landlord improvements shall include physically repositioning any fire sprinkler heads required for the construction of the demising walls; item (iii) of the Landlord Improvements shall specifically exclude any other alterations to the fire sprinkler system in the Premises, or any alterations to the fire sprinkler system in the Premises that are required to comply with any Laws; notwithstanding anything to the contrary in this Lease, any such alterations to the fire sprinkler system in the Premises, to the extent required by Tenant or applicable Laws, shall be completed by Tenant at its sole cost and expense. Landlord agrees to coordinate , shall ------------------- construct and install within the Premises its desired tenant improvements and other improvements in accordance with the Approved Working Drawings (defined below), which tenant improvements may include, without limitation, (i) demolition of certain limited existing interior walls and other improvements within the “Premises, (ii) construction, installation and/or reconfiguration of certain ceilings, interior walls and partitions, interior finishing of exterior walls (including, without limitation, the plastering, furring, drywalling, taping and/or other finishing of such walls), interior doors, floor coverings and the preparation of all floors for same, cabinetry and millwork, restrooms, light fixtures, wall coverings and other improvements, finishings and painting within the Premises, (iii) modifications to floors for above-normal floor loading requirements of Tenant, (iv) modifications reasonably required by Tenant Improvements”to the heating, ventilating and air conditioning ("HVAC") described systems, ducts and means of distribution for the same within the Premises, (v) improvements, additions, alterations and fixtures within the buildings on Exhibit 17.1.1 attached hereto. The costs the Premises necessary for all Tenant Improvements and all portions of all buildings affected by the Tenant Improvements shall be to comply with all applicable codes, statutes, rules, regulations, ordinances and orders of any federal, state, county or municipal agency having jurisdiction over the sole responsibility of Tenant; providedPremises including all local, howeverstate and federal requirements for disability access including, that Landlord shall provide Tenant with an allowance of up to $120,000.00 without limitation, the Americans With Disabilities Act, 42 U.S.C. Section 1201 et seq. and California Government Code Section 4450 et seq. (the “Allowance”collectively, "ADA"). Landlord shall use the Allowance to pay: , (1vi) all costs telephone, telecommunication, computer and expenses directly incurred by Landlorddata systems, if anyswitch room, cabling, lines, conduit, receptacles, switches and related equipment and improvements running from point of entry in the construction of the Tenant Improvements Premises, and (including all applicable licenses and permits); (2vii) all costs other necessary, desirable or required improvements, alterations, fixtures and expenses directly incurred by Landlord for the preparation finishes which are to be installed within or review of all plans and specifications for the Tenant Improvements; and (3) a construction supervision fee to Landlord’s construction agent, CB Xxxxxxx Xxxxx, equal to 6% of the actual costs of construction of the Tenant Improvements. If the cost of the Tenant Improvements exceeds the Allowance, then Tenant shall pay such excess cost to Landlord as Additional Rent pursuant to Section 2.2. If the cost of the Tenant Improvements is less than the Allowance, then Tenant shall not be entitled to any payment or credit for such excess amount. Any other improvements made to incorporated into the Premises by Tenant (collectively, the "Tenant Improvements"). Tenant shall be commence to construct and install the Tenant Improvements at Tenant’s 's sole expensecost and expense promptly from and after Commencement Date and diligently pursue to completion, and shall be deemed an “Alteration” subject to Article 8 Force Majeure delays, the construction of this Leaseall Tenant Improvements.

Tenant Improvements. Landlord is providing the basic Premises in its current “AS IS” condition, without representation or warranty of any kind, and Landlord shall have no obligation Subject to make any modifications or alterations to the Premises except as specifically set forth all requirements in this Section 17.1. Notwithstanding the foregoingsection 6, Landlord agrees at its sole cost ------------------- LESSOR shall diligently commence and pursue to (i) construct demising walls to separate the Premises from the remainder of the Building, (ii) install separate meters to measure the gas and electricity being used at the Premises; and (iii) physically separate the fire sprinkler system serving the Premises (the “Landlord Improvements”). Landlord shall complete the Landlord Improvements in compliance with all applicable Laws. Item (iii) of the Landlord improvements shall include physically repositioning any fire sprinkler heads required for completion the construction of the demising walls; item (iii) Tenant Improvements to the Premises in connection with LESSEE's initial occupancy of the Landlord Improvements shall specifically exclude any Premises as provided in this section. The phrase "Tenant Improvements" means all improvements which are not a part of the Building Shell, as shown in the Tenant Improvement Plans (described below), including (a) partitions, walls, and doors, (b) all surface finishes, including wall coverings, paint, floor coverings, suspended ceilings and other alterations similar items, (c) duct work, heat pumps, vents, diffusers, terminal boxes and accessories for completion of heating, ventilation and air conditioning systems within the Premises, (d) electrical distribution systems (including panels, subpanels, wires and outlets), lighting fixtures, outlets, switches and other electrical work to the fire sprinkler system be installed in the Premises, but excluding any additional or any alterations special electrical requirements for the equipment room/machine shop (e) plumbing lines, fixtures and accessories, (f) all fire and life safety control systems such as fire walls and fire alarms (including piping, wiring and accessories) to the fire sprinkler system in the Premises that are required to comply with any Laws; notwithstanding anything to the contrary in this Lease, any such alterations to the fire sprinkler system be located in the Premises, and fire sprinklers and lines attributable to the extent Tenant Improvements and/or LESSEE's fixtures, furnishing or equipment, (g) improvements required by for compliance with Title 24, and (h) such other improvements shown on the "Tenant or applicable LawsImprovement Plans" (as defined below); provided, however LESSEE's trade fixtures, equipment and personal property (including telephone systems and cabling, computer systems and network cabling, chairs, tables, furniture and other equipment used in LESSEE's business) shall not be completed by considered part of the Tenant at its sole cost and expense. Landlord agrees to coordinate Improvements regardless of whether shown on the tenant improvements (the “Tenant Improvements”) described on Exhibit 17.1.1 attached heretoImprovement Plans. The costs construction of the Tenant Improvements shall be carried out without Material Deviation (as defined below) from the sole responsibility Tenant Improvement Plans, in a good and workmanlike manner using materials as described in the Specifications (as described below), and in accordance with Applicable Law. LESSEE will cause the Architect to submit the Tenant Improvement Plans for government plan checking and for issuance of Tenant; provided, however, that Landlord shall provide Tenant with an allowance of up to $120,000.00 a building permit (the “Allowance”)"Building Permit") promptly following the execution of this Lease. Landlord LESSOR shall use cause the Allowance Contractor to pay: cause the Substantial Completion (1as defined below) all costs and expenses directly incurred by Landlord, if any, in the construction of the Tenant Improvements (including all applicable licenses and permits); (2) all costs and expenses directly incurred by Landlord for on or before the preparation or review of all plans and specifications for the Tenant Improvements; and (3) a construction supervision fee to Landlord’s construction agent, CB Xxxxxxx Xxxxx, equal to 6% of the actual costs of construction of the Tenant Improvements. If the cost of the Tenant Improvements exceeds the Allowance, then Tenant shall pay such excess cost to Landlord "Scheduled Completion Date" as Additional Rent pursuant to Section 2.2. If the cost of the Tenant Improvements is less than the Allowance, then Tenant shall not be entitled to any payment or credit for such excess amount. Any other improvements made to the Premises by Tenant shall be at Tenant’s sole expense, and shall be deemed an “Alteration” subject to Article 8 of this Lease.provided in subsection 6.1.4

Tenant Improvements. Landlord is providing the basic Premises in its current “AS IS” condition, without representation or warranty of any kind, and Landlord shall have no obligation to make any modifications or alterations to the Premises except as specifically set forth in this Section 17.1. Notwithstanding the foregoing, Landlord agrees at its sole cost to (i) construct demising walls to separate the Premises from the remainder of the Building, (ii) install separate meters to measure the gas and electricity being used at the Premises; and (iii) physically separate the fire sprinkler system serving the Premises (the “Landlord Improvements”). Landlord shall complete the Landlord Improvements in compliance with all applicable Laws. Item (iii) of the Landlord improvements shall include physically repositioning any fire sprinkler heads required for the construction of the demising walls; item (iii) of the Landlord Improvements shall specifically exclude any other alterations to the fire sprinkler system in the Premises, or any alterations to the fire sprinkler system in the Premises that are required to comply with any Laws; notwithstanding anything to the contrary in this Lease, any such alterations to the fire sprinkler system in the Premises, to the extent required by Tenant or applicable Laws, shall be completed by Tenant at its sole cost and expense. Landlord agrees to coordinate the The tenant improvements (the “Tenant Leasehold Improvements”) described on Exhibit 17.1.1 attached hereto. The costs of for the Premises, which shall be constructed by Tenant, at Tenant’s sole cost and expense (except as provided in Paragraph 3.2 below with respect to the Tenant Improvement Allowance), shall be all improvements to be constructed in and for the Premises and which are permanently affixed to the Premises pursuant to the approved Construction Documents (as defined below), including, without limitation, all carpet, wall coverings, millwork, doors, counters and partitions; all demising walls; built-in secretarial desks, work stations, and credenzas; all corridors in the Premises; all lunchrooms, kitchens, computer rooms, utility rooms and other special rooms; Tenant’s entry door signs; all components and requirements to connect or modify the Building’s HVAC, electrical, telephone, plumbing, life safety and sprinkler systems to service the Premises and prepare the Premises for occupancy (such as, but not limited to, conduits for lighting changes required to the Premises); and all other tenant improvements for the Premises which Leasehold Improvements shall be constructed using the sole responsibility Building Standard Materials set forth in Schedule 2 attached hereto or other materials of equal or better quality. Except to the extent set forth in the immediately preceding sentence, the Leasehold Improvements shall not include and the Tenant Improvement Allowance shall not be used for items such as Tenant; provided’s furniture, howeverfurnishings, that Landlord shall provide equipment, computer systems, work stations, telephones, and/or other personal property which are Tenant’s personal property or which would normally be considered to be personal property items belonging to a tenant, whether or not affixed to the Premises. Tenant with an allowance of up to $120,000.00 (may install Tenant’s HVAC Units, Tenant’s Back-Up Equipment, the “Allowance”). Landlord shall use Satellite System and the Allowance to pay: (1) ATM and ATM Equipment and all costs and expenses directly incurred by Landlord, if any, in other non-Leasehold Improvement items during the same time period as the construction of the Tenant Leasehold Improvements (including all applicable licenses and permits); (2) all costs and expenses directly incurred by Landlord complying with the same process as provided in connection with the construction of the Leasehold Improvements, including, without limitation, any approval process for the preparation or review of all plans and specifications for the Tenant Improvements; and (3) a construction supervision fee relating to Landlord’s construction agent, CB Xxxxxxx Xxxxx, equal to 6% of the actual costs of construction of the Tenant Improvements. If the cost of the Tenant Improvements exceeds the Allowance, then Tenant shall pay such excess cost to Landlord as Additional Rent pursuant to Section 2.2. If the cost of the Tenant Improvements is less than the Allowance, then Tenant shall not be entitled to any payment or credit for such excess amount. Any other improvements made to the Premises by Tenant shall be at Tenant’s sole expense, and shall be deemed an “Alteration” subject to Article 8 of this Leaseitems.

Tenant Improvements. The Parties acknowledge that Landlord is providing the basic Premises in its current “AS IS” conditionhas selected Xxxxxxx Xxxxxxx XX, without representation PLLC or warranty of any kind, and such other architect as reasonably selected by Landlord shall have no obligation to make any modifications or alterations to the Premises except as specifically set forth in this Section 17.1. Notwithstanding the foregoing, Landlord agrees at its sole cost to (i) construct demising walls to separate the Premises from the remainder of the Building, (ii) install separate meters to measure the gas and electricity being used at the Premises; and (iii) physically separate the fire sprinkler system serving the Premises (be the “Landlord Project Architect” for the Tenant Improvements”). Landlord shall complete the Landlord Improvements in compliance with all applicable Laws. Item (iii) of the Landlord improvements shall include physically repositioning any fire sprinkler heads required for the construction of the demising walls; item (iii) of the Landlord Improvements shall specifically exclude any other alterations to the fire sprinkler system in the Premisesshall, or any alterations to the fire sprinkler system in the Premises that are required to comply with any Laws; notwithstanding anything to the contrary in this Lease, any such alterations to the fire sprinkler system in the Premises, to the extent required by Tenant or applicable Laws, shall be completed by Tenant at its sole cost and expenseexpense up to the Cost Ceiling (a) cause the Tenant Improvements to be in a state of Substantial Completion, and (b) furnish all labor and materials to design, construct, furnish, install and complete all of the items, equipment and work necessary to bring the Tenant Improvements to a state of Substantial Completion, each for the District’s use and occupancy of the Premises, in a turnkey manner, generally in accordance with the Project Schedule (subject to delay caused by Force Majeure Events and District Delay) pursuant and subject to the terms of this Work Exhibit, the remainder of this Lease, and in accordance with Laws. Landlord acknowledges that Landlord has previously received the District’s specifications and requirements for the build out of the Tenant Improvements consisting of the following documents: (a) “Basis of Design, Furniture & Finishes”; (b) “Workplace Design Guidelines”; (c) “Signage Specifications and Standards”; (d) “Information Technology (“IT”) Infrastructure Specifications and Standards”; and (e) “Department of General Services, Protective Services Division’s (“DGS-PSD”) Security Infrastructure Specifications and Standards” ((a) through (e) each and collectively are, the “District Requirements”). “Tenant Improvements” (and each, a “Tenant Improvement”) shall mean the turnkey build-out of the Premises and the MDF Room, and the District’s relocation thereto (if applicable), including, but not limited to the PM Services costs (not to exceed 3% of Hard Costs), lactation room, the District’s relocation costs (if any), the purchase and installation of the construction elements, furniture, fixtures, equipment (including security, server room, network and power equipment), fit-out, signs, HVAC related distribution ductwork, cabling and wiring for both power and low voltage requirements, security infrastructure, information technology (“IT”) server room equipment, telephones and any other IT infrastructure requirements, but specifically not IT equipment such as computers, televisions and printers (collectively, the “Excluded IT Equipment”). Landlord agrees to coordinate and acknowledges that (i) a vendor approved by DGS-PSD shall be the tenant improvements (required Subcontractor for the “District’s security requirements associated with the Tenant Improvements”, and (ii) described on OCTO/DC-Net or its approved vendor may, at Landlord’s election, be the Subcontractor for the IT requirements associated with the Tenant Improvements; provided that, in all events, OCTO/DC-Net and DGS-PSD will provide the IT infrastructure and security standards and specifications, respectively, for the Tenant Improvements. Landlord and the District acknowledge and agree that, notwithstanding the foregoing definition of Tenant Improvements, the District shall not be limited in the application of the Tenant Improvement Allowance to such items, but shall have the right to apply the Tenant Improvement Allowance to other costs relating to the PAGE 69 OF 135 (as modified) DC DGS FORM L-105 (3/2018) 0000 Xxxxxxxxx Xxxxxx XX XX 000000000x0 EXECUTION VERSION build-out of the Premises pursuant to this Work Exhibit 17.1.1 attached heretoand the remainder of this Lease. The costs Landlord shall Substantially Complete the Tenant Improvements in accordance with the District Requirements, each approved Design Phase, and the Final Plans and Specifications. In addition, all of the Tenant Improvements shall be the sole responsibility performed by or on behalf of Tenant; provided, however, that Landlord shall provide Tenant with an allowance of up to $120,000.00 (the “Allowance”). Landlord shall use the Allowance to payLandlord: (1i) all costs promptly and expenses directly incurred by Landlord, if any, in the construction of the Tenant Improvements (including all applicable licenses and permits)a good workmanlike manner; (2ii) all costs by duly qualified, licensed and expenses directly incurred by Landlord for bonded persons; (iii) in accordance with Laws and the preparation or review provisions of all plans and specifications for the Tenant Improvementsthis Lease; and (3iv) a construction supervision fee once commenced, diligently pursued to Landlord’s construction agent, CB Xxxxxxx Xxxxx, equal to 6% of the actual costs of construction of the Tenant Improvements. If the cost of the Tenant Improvements exceeds the Allowance, then Tenant shall pay such excess cost to Landlord as Additional Rent pursuant to Section 2.2. If the cost of the Tenant Improvements is less than the Allowance, then Tenant shall not be entitled to any payment or credit for such excess amount. Any other improvements made to the Premises by Tenant shall be at Tenant’s sole expense, and shall be deemed an “Alteration” subject to Article 8 of this LeaseSubstantial Completion.

Tenant Improvements. Landlord is providing the basic Premises in its current “AS IS” conditionUnless specified otherwise herein, without representation or warranty of any kind, Tenant shall bear and Landlord shall have no obligation to make any modifications or alterations to the Premises except as specifically set forth in this Section 17.1. Notwithstanding the foregoing, Landlord agrees at its sole cost to (i) construct demising walls to separate the Premises from the remainder of the Building, (ii) install separate meters to measure the gas and electricity being used at the Premises; and (iii) physically separate the fire sprinkler system serving the Premises (the “Landlord Improvements”). Landlord shall complete the Landlord Improvements in compliance with all applicable Laws. Item (iii) of the Landlord improvements shall include physically repositioning any fire sprinkler heads required for the construction of the demising walls; item (iii) of the Landlord Improvements shall specifically exclude any other alterations to the fire sprinkler system in the Premises, or any alterations to the fire sprinkler system in the Premises that are required to comply with any Laws; notwithstanding anything to the contrary in this Lease, any such alterations to the fire sprinkler system in the Premises, to the extent required by Tenant or applicable Laws, shall be completed by Tenant at its sole cost and expense. Landlord agrees to coordinate the tenant improvements (the “Tenant Improvements”) described on Exhibit 17.1.1 attached hereto. The costs of the Tenant Improvements shall be the sole responsibility of Tenant; provided, however, that Landlord shall provide Tenant with an allowance of up to $120,000.00 (the “Allowance”). Landlord shall use the Allowance to pay: (1) all costs and expenses directly incurred by Landlord, if any, in the construction of the Tenant Improvements (including all applicable licenses and permits); (2) all costs and expenses directly incurred by Landlord for the preparation or review of all plans and specifications for the Tenant Improvements; and (3) a construction supervision fee to Landlord’s construction agent, CB Xxxxxxx Xxxxx, equal to 6% of the actual costs of construction of the Tenant Improvements. If pay the cost of the Tenant Improvements exceeds (which cost shall include, without limitation, the Allowancecosts of construction as provided for in the Tenant Improvement Contractor’s contract, then Tenant shall pay such excess cost to Landlord as Additional Rent pursuant to Section 2.2. If the cost of permits, all architectural, design, space planning, and engineering services obtained by Tenant in connection with Tenant Improvements, laboratory and office improvements, wiring and cabling costs, cubicle costs and all costs and expenses incurred in readying the Generator and the Chiller System in proper working order) whether or not incurred by Tenant prior to or following the Lease Commencement Date; provided that so long as Tenant is not in default under the Lease, Landlord shall contribute a maximum of $5.00 per rentable square foot, for an aggregate maximum of $92,560.00 (the “Tenant Improvement Allowance”), which shall be utilized only for building improvements to the Building; architectural, design fees; consultant fees for audio/visual, telephone, security and computer systems; mechanical/electrical engineers; actual out of pocket moving costs; and construction management, and not for furniture costs, any third party consulting or contracting fees (except for Tenant’s architect’s fees, Project management fees, out of pocket moving costs or as permitted above), any telecom/cabling costs, or any other purpose, whether or not the costs were incurred prior to or following the Lease Commencement Date and all requisitions must be submitted no later than May 31, 2018. After such date, Landlord shall have no further obligation to provide any portion of the Tenant Improvements is less than Improvement Allowance attributable to requisitions first submitted after such date. The soft costs (including but not limited to design fees, consultant fees for audio/visual, telephone, security and related computer systems, mechanical/electrical engineers, and construction management) that are reimbursable from the Allowance, then Tenant Improvement Allowance shall not be entitled to any payment or credit for such excess amountexceed $4,628.00. Any other improvements made Subject to the Premises by Tenant shall be at Tenant’s sole expense, and shall be deemed an “Alteration” subject to Article 8 of this Lease.foregoing deadline:

Tenant Improvements. Landlord is providing the basic Premises in its current “AS IS” condition, without representation or warranty of any kind, and Landlord shall have no obligation to make any modifications or alterations construct and, except as provided below to the Premises except as specifically set forth in this Section 17.1. Notwithstanding contrary, pay for the foregoing, Landlord agrees at its sole entire cost to of constructing (i) construct demising walls to separate the Premises from the remainder of the Building, (ii) install separate meters to measure the gas and electricity being used at the Premises; and (iii) physically separate the fire sprinkler system serving the Premises (the “Landlord Improvements”). Landlord shall complete the Landlord Improvements in compliance with all applicable Laws. Item (iii) of the Landlord improvements shall include physically repositioning any fire sprinkler heads required for the construction of the demising walls; item (iii) of the Landlord Improvements shall specifically exclude any other alterations to the fire sprinkler system in the Premises, or any alterations to the fire sprinkler system in the Premises that are required to comply with any Laws; notwithstanding anything to the contrary in this Lease, any such alterations to the fire sprinkler system in the Premises, to the extent required by Tenant or applicable Laws, shall be completed by Tenant at its sole cost and expense. Landlord agrees to coordinate the tenant improvements to the Initial Premises (the “Initial Tenant Improvements”) described on Exhibit 17.1.1 in Schedule “1” attached hereto (the “Phase 1 Plans”), and (ii) the tenant improvements to the Must Take Premises (“Must Take Tenant Improvements”) generally described in Schedule “2” attached hereto, with the design and specifications therefore to be completed by Landlord and approved by Tenant (which approval shall not be unreasonably withheld, conditioned or delayed) within sixty (60) days after the effective date of this Lease (the “Phase 2 Plans”). Each of the Initial Tenant Improvements and the Must Take Tenant Improvements are sometimes referred to herein generally as “Tenant Improvements,” and collectively as the “Landlord’s Work”. Each of the Phase 1 Plans and the Phase 2 Plans are sometimes referred to herein generally as the “Plans,” and collectively as the “Design Package”. The costs Design Package and the Landlord’s Work may be conducted in phases, and Tenant may request changes to any of the Plans after they have been approved by Landlord, provided that (a) the changes shall not be of a lesser quality than Landlord’s standard specifications for tenant improvements for the Building, as the same may be changed from time to time by Landlord (the “Standards”); (b) the changes conform to applicable governmental regulations and necessary governmental permits and approvals can be secured; (c) the changes do not require building service beyond the levels normally provided to other tenants in the Building; (d) the changes do not have any adverse affect on the structural integrity or systems of the Building; (e) the changes will not, in Landlord’s opinion, unreasonably delay construction of the Landlord’s Work; and (f) Landlord has determined in its reasonable discretion that the changes are of a nature and quality consistent with the overall objectives of Landlord for the Building. If Landlord approves a change requested by Tenant to any of the Plans after such Plans have been approved by Landlord, then, as a condition to the effectiveness of Landlord’s approval, Tenant shall pay to Landlord upon demand by Landlord the increased cost attributable to such change, as reasonably determined by Landlord, but only to the extent that the “Tenant Improvements Costs” (as defined below) exceed the “Improvement Allowance” (as defined below). To the extent any such change results in a delay of completion of construction of either of the Tenant Improvements Improvements, then such delay shall be the sole responsibility of Tenant; providedconstitute a delay caused by Tenant as described below. For purposes hereof, however, that Landlord shall provide “Tenant with an allowance of up to $120,000.00 (the “Allowance”). Landlord shall use the Allowance to pay: (1) Improvement Costs” means all costs and expenses directly incurred by Landlord, if any, in the construction of the Tenant Improvements (including all applicable licenses and permits); (2) all costs and expenses directly incurred by Landlord for the preparation or review of all plans to design, permit and specifications for construct the Tenant Improvements; and (3) , including any costs incurred by Landlord as a construction supervision fee result of a change requested by Tenant to Landlord’s construction agent, CB Xxxxxxx Xxxxx, equal to 6% any of the actual costs of construction Plans hereunder, and including, without limitation, any changes to the Base Building or Building Systems, or both, required as a result of the Tenant Improvements. If the cost of the Tenant Improvements exceeds the Allowance, then Tenant shall pay such excess cost to Landlord as Additional Rent pursuant to Section 2.2. If the cost of the Tenant Improvements is less than the Allowance, then Tenant shall not be entitled to any payment or credit for such excess amount. Any other improvements made to the Premises by Tenant shall be at Tenant’s sole expense, and shall be deemed an “Alteration” subject to Article 8 of this Lease.

Tenant Improvements. Landlord is providing the basic Premises in its current “AS IS” condition, without representation or warranty of any kind, and Landlord shall have no obligation to make any modifications or alterations to the Premises except as specifically set forth in this Section 17.1. Notwithstanding the foregoing, Landlord agrees at its sole cost to (i) construct demising walls to separate the Premises from the remainder The phrase 'Tenant Improvements' means all interior Improvements which are riot a part of the BuildingBuilding Shell Improvements, including (a) partitions, walls, doors, (iib) install separate meters to measure the gas all Interior surface finishes, including wall coverings, paint, floor coverings, suspended callings and electricity being used at other similar items, (c) duct work, heat pumps, vents, filters, diffusers, terminal boxes and accessories for completion of heating, ventilation and air conditioning systems within the Premises; , (d) electrical distribution systems (including panels, sub-panels, wires and (iii) physically separate the fire sprinkler system serving the Premises (the “Landlord Improvements”outlets). Landlord shall complete the Landlord Improvements in compliance with all applicable Laws. Item (iii) of the Landlord improvements shall include physically repositioning any fire sprinkler heads required for the construction of the demising walls; item (iii) of the Landlord Improvements shall specifically exclude any , lighting fixtures, outlets, switches and other alterations electrical work to the fire sprinkler system be installed in the Premises, or any alterations (e) plumbing lines, fixtures and accessories, (f) all fire and life safety control systems such as fire walls and lire alarms (including piping, wiring and accessories) to the fire sprinkler system in the Premises that are required to comply with any Laws; notwithstanding anything to the contrary in this Lease, any such alterations to the fire sprinkler system be located in the Premises, to the extent (g) improvements required by Tenant or applicable Lawsfor compliance with Title 24, shall be completed by Tenant at its sole cost and expense. Landlord agrees to coordinate the tenant improvements (the “Tenant Improvements”) described on Exhibit 17.1.1 attached hereto. The costs of the Tenant Improvements shall be the sole responsibility of Tenant; provided, however, that Landlord shall provide Tenant with an allowance of up to $120,000.00 (the “Allowance”). Landlord shall use the Allowance to pay: (1) all costs LESSEE'S trade fixtures, equipment and expenses directly incurred by Landlord, if any, in the construction of the Tenant Improvements personal property (including all applicable licenses telephone systems, chairs, tables, furniture, movable partitions and permits); (2other equipment used In LESSEE'S business) all costs and expenses directly incurred by Landlord for the preparation or review of all plans and specifications for the Tenant Improvements; and (3) a construction supervision fee to Landlord’s construction agent, CB Xxxxxxx Xxxxx, equal to 6% of the actual costs of construction shall not be considered part of the Tenant Improvements. The foregoing notwithstanding, the LESSOR at LESSOR'S cost and expense, per Exhibit "7", shall make the following building standard improvements to the Premises: 1, Demise the Premises (demising wall to be painted). 2. Separately meter electrical. 3. Clean carpets and paint two offices 4. Add door from reception area Into back office area. 5. Replace burned out light bulbs. 6. Remove all ONTO decals from conference room windows. 7. Demo all air and electrical drops in the warehouse area. 8. All electrical and HVAC systems to be in good working order. 9. If requested in writing by Lessee in the cost first six (6) months of the Tenant Improvements exceeds Lease Term, Lessor shall remove the Allowanceinterior partitioning wall in the warehouse area. Other than the foregoing, then Tenant shall pay such excess cost to Landlord the LESSEE accepts the Leased Premises in an "as Additional Rent pursuant to Section 2.2Is" condition. If LESSEE agrees that he has determined the cost sufficiency of the Tenant Improvements is less than the Allowancezoning, then Tenant shall not be entitled to any payment or credit for such excess amount. Any other improvements made electrical voltage, lighting, amperage, wiring, heating/air conditioning, fire sprinklers, water and waste systems available in and to the Premises for LESSEE'S use and occupancy. Additionally, San Diego Gas and Electric Company (SDG&E) does not always install transformers of sufficient size to power the electrical panels provided by Tenant shall be the LESSOR in the Premises and Building. Before installing machinery at Tenant’s sole expensethe inception of the Lease or making any significant increase In LESSEE'S power consumption in the future, and shall be deemed an “Alteration” subject to Article 8 It is LESSEE'S responsibility notify SDG&E of this LeaseLESSEE'S usage so that San Diego Gas & Electric can make any necessary equipment changes. 5.1.

Tenant Improvements. Landlord is providing For purposes of this Work Letter Agreement, the basic Premises in its current “AS ISImprovements” condition, without representation or warranty of any kind, and Landlord shall have no obligation to make any modifications or alterations mean the improvements to the Premises except described on the Final Construction Drawings (as specifically defined below). All Improvements made to the Premises shall be performed by Tenant. Subject to the reimbursement limitations set forth in this Section 17.1. Notwithstanding 2.2 below, the foregoingImprovements shall be reimbursed by Landlord from the Improvement Allowance (as defined below) or shall be paid for by Tenant, Landlord agrees at its Tenant’s sole cost and expense. The Improvements to (i) construct demising walls be constructed by Tenant shall include, but shall not be limited to, demolition, concrete work, iron work, rough and finish carpentry, insulation, sheet metal, glass and glazing, doors, door frames and hardware, dry wall, acoustical ceiling, flooring, painting and wall coverings, accessories and partitions, kitchen equipment, fire extinguishers and cabinets, window coverings, plumbing, Tenant’s Separate HVAC Units and related ducting and wiring, any tenant modifications to separate the existing ducting and plenums of the Premises associated with the Landlord HVAC Units, relocation of existing and installation of new fire sprinkler heads, electrical, prefabricated partitions, telephone and security systems, cabling systems, final clean-up and labor, miscellaneous specialties, planning, engineering, plan checking, permitting, architectural and other design costs, general contractor and subcontractor general conditions, overhead and profit, moving and insurance costs and the cost of the Tenant’s Project Manager; provided, however, that in no event shall the Improvements or the cost of the Improvements to be paid by Tenant (or reimbursed by Landlord from the remainder Improvement Allowance) include the cost of replacing any of the BuildingLandlord HVAC Units that are In Need of Replacement (as determined in accordance with Section 14 of the Fourth Amendment), (ii) install separate meters to measure any cost of bringing the gas Building structure, or any of the common areas of the Building or Project, into compliance with any building code or municipal, state or federal laws, which compliance is required as a condition of Tenant’s requested permits for the Improvements generally, and electricity being used at not as a result of the Premises; and (iii) physically separate particular design or specifications of the fire sprinkler system serving Improvements. As provided in Section 13 of the Premises (Fourth Amendment, in the “Landlord Improvements”). Landlord shall complete event any of the Landlord Improvements Common Areas of the Project are not in compliance with all applicable Laws. Item (iii) the ADA or any other handicap regulations, and as a condition of the Landlord improvements shall include physically repositioning any fire sprinkler heads permit required for the construction of the demising walls; item (iii) of the Landlord Improvements shall specifically exclude any other alterations to the fire sprinkler system in the Premises, the applicable permitting authority requires that any portion of the common areas of the Project or any alterations the common area bathrooms servicing Suite 150 be brought into compliance with such handicap regulations, Landlord shall cause such compliance obligations to be satisfied at Landlord’s cost and expense (which may be included in Direct Costs to the fire sprinkler system extent permitted under the Lease), and not as part of the costs to be paid by Tenant or reimbursed from the Improvement Allowance. If, however, in constructing the Premises that are required to comply with any Laws; notwithstanding anything to the contrary in this Lease, any such alterations to the fire sprinkler system Improvements in the Premises, any existing improvements within the Premises (other than those included in the Landlord Work, as hereinafter defined) are required to be brought into compliance with such handicap regulations, then the extent required by Tenant or applicable Laws, cost of such compliance shall be completed by Tenant at its sole cost and expense. Landlord agrees to coordinate the tenant improvements (the “Tenant Improvements”) described on Exhibit 17.1.1 attached hereto. The costs of the Tenant Improvements shall be the sole responsibility of Tenant; provided, however, that Landlord shall provide Tenant with an allowance of up to $120,000.00 (the “Allowance”). Landlord shall use the Allowance to pay: (1) all costs and expenses directly incurred by Landlord, if any, included in the construction of the Tenant Improvements (including all applicable licenses and permits); (2) all costs and expenses directly incurred by Landlord for the preparation or review of all plans and specifications for the Tenant Improvements; and (3) a construction supervision fee to Landlord’s construction agent, CB Xxxxxxx Xxxxx, equal to 6% of the actual costs of construction of the Tenant Improvements. If the cost of the Tenant Improvements exceeds the Allowance, then Tenant shall pay such excess cost to Landlord as Additional Rent pursuant to Section 2.2. If the cost of the Tenant Improvements is less than the Allowance, then Tenant shall not be entitled to any payment or credit for such excess amount. Any other improvements made to the Premises by Tenant shall be at Tenant’s sole expenseImprovements, and shall be deemed an “Alteration” paid for by Tenant subject to Article 8 of this Leasereimbursement by Landlord from the Improvement Allowance (not to exceed such amount).

Tenant Improvements. Landlord is providing the basic Premises in its current “AS IS” conditionshall, without representation or warranty of any kind, and Landlord shall have no obligation to make any modifications or alterations to the Premises except as specifically set forth in this Section 17.1. Notwithstanding the foregoing, Landlord agrees at its sole cost to (i) construct demising walls to separate the Premises from the remainder of the Buildingcost, (ii) install separate meters to measure the gas and electricity being used at the Premises; and (iii) physically separate the fire sprinkler system serving the Premises (the “Landlord Improvements”). Landlord shall complete the Landlord Improvements in compliance with all applicable Laws. Item (iii) of the Landlord improvements shall include physically repositioning any fire sprinkler heads required for supervise the construction of the demising walls; item (iii) of the Landlord Improvements shall specifically exclude any other alterations to the fire sprinkler system in the Premises, or any alterations to the fire sprinkler system in the Premises that are required to comply with any Laws; notwithstanding anything to the contrary in this Lease, any such alterations to the fire sprinkler system in the Premises, to the extent required by Tenant or applicable Laws, shall be completed by Tenant at its sole cost and expense. Landlord agrees to coordinate the tenant improvements (the “Tenant Improvements”) described on Exhibit 17.1.1 attached heretoconstructed by Tenant and approved by Landlord in accordance with this Tenant Work Letter. The costs scope of Tenant Improvements shall consist of: (i) new carpet and paint and non-structural reconfiguration of certain offices and rooms in Suite 50 Expansion Space (the “Suite 50 TI”); (ii) new carpet and paint and non-structural reconfiguration of certain offices and rooms in the Suite 200/210 Expansion Space (the “Suite 200/210 TI”); and (iii) at Tenant’s election, an internal staircase between the Suite 150 Space and the Suite 50 Expansion Space (“Access TI”), the location of which shall be mutually acceptable to both Landlord and Tenant. The scope of the Tenant Improvements shall not include changes or modifications to the structure of the Building, the roof, and/or any base building system located in the Building. Subject to Landlord’s obligation to pay for exterior code compliance (exterior being the common areas and path of travel to Building) at Landlord’s sole cost, the Tenant Improvements (including any building code upgrades required within the Premises as a result of the construction of the Tenant Improvements) shall be constructed by Contractor at Tenant’s sole cost. The Tenant Improvements shall be constructed with materials and finishes consistent with the sole responsibility existing materials and finishes in the Building. Landlord shall have the right to require the removal of Tenantthe Tenant Improvements (or any portion thereof) and restoration of the Premises as a result thereof in accordance with Section 8 of the Lease Agreement; provided, however, that Landlord Tenant shall provide Tenant Landlord with an allowance of up written notice at least one hundred twenty (120) days prior to $120,000.00 (the “Allowance”). Landlord shall use the Allowance to pay: (1) all costs and expenses directly incurred by Landlord, if any, in the construction end of the Tenant Improvements (including all applicable licenses and permits); (2) all costs and expenses directly incurred by term to ascertain whether Landlord for will require the preparation or review of all plans and specifications for the Tenant Improvements; and (3) a construction supervision fee to Landlord’s construction agent, CB Xxxxxxx Xxxxx, equal to 6% removal of the actual costs of construction of the Tenant Improvements. If the cost of the Tenant Improvements exceeds the Allowance, then Tenant shall pay such excess cost to Landlord as Additional Rent pursuant to Section 2.2. If the cost of the Tenant Improvements is less than the Allowance, then Tenant shall not be entitled to any payment or credit for such excess amount. Any other improvements made to the Premises by Tenant shall be at Tenant’s sole expense, and shall be deemed an “Alteration” subject to Article 8 of this LeaseAccess TI.

Tenant Improvements. Landlord is providing Tenant agrees that it currently occupies, and shall continue to occupy, the basic Revised Complete Premises in its current “AS IS” condition"as is" condition without any further improvements thereto except as otherwise provided herein. Landlord shall, without representation or warranty subject to the terms herein, supervise the construction and installation of the initial improvements in the 2008 Expansion Space (the "2008 Improvements") in accordance with Tenant's plans and specifications for the design, construction, and installation of the 2008 Improvements (the "Plans"), as such plans have been reviewed and approved by Landlord and Tenant, such approval not to be unreasonably withheld. Landlord shall substantially complete the 2008 Improvements in accordance with said Plans and in a good and workmanlike manner, such substantial completion to be certified by Landlord's engineer. Landlord shall contribute up to a maximum of Five and 60/100 Dollars ($5.60) per rentable square foot of the 2008 Expansion Space plus the remaining balance of any kindtenant improvement allowances from the Existing Lease or prior Amendments(which is $35,532.91) (collectively, the "2008 Expansion Allowance") toward only the following costs: (i) any cost of installing the 2008 Improvements on an "as completed" basis which is performed in accordance with the Plans and related to the work to be done for the purpose of preparing the 2008 Expansion Space for Tenant's occupancy and use, (ii) the cost of preparing the Plans, (iii) design costs for architectural, mechanical, plumbing and electrical design, (iv) construction documents and permits, and Landlord (v) a construction management fee equal to four percent (4%) of the total cost of constructing the 2008 Improvements to be paid to Landlord; provided, however, in no event shall have no obligation to make the 2008 Expansion Allowance be used for any modifications costs associated with Tenant's personal property, equipment, trade fixtures or alterations other items of a non-permanent nature installed in the 2008 Expansion Space, including without limitation, telephone and data cable lines. In the event that either prior to the Premises except as specifically set forth commencement of the installation of the 2008 Improvements or at any time during or following the installation of the 2008 Improvements, the cost of the 2008 Improvements exceeds the 2008 Expansion Allowance or Tenant requests any change to the aforementioned Plans which has resulted or might result in this Section 17.1an increase in the cost of the installation of such 2008 Improvements so that the cost exceeds the 2008 Expansion Allowance, then Tenant shall be exclusively responsible for the payment of such amount and shall promptly deliver the necessary funds to defray such excess cost to Landlord no later than fifteen (15) days after Landlord demands same. Notwithstanding the foregoing, Landlord agrees at its sole cost to (iany change order(s) construct demising walls to separate the Premises from the remainder of the Building, (ii) install separate meters to measure the gas and electricity being used at the Premises; and (iii) physically separate the fire sprinkler system serving the Premises (the “Landlord Improvements”). Landlord shall complete the Landlord Improvements in compliance with all applicable Laws. Item (iii) of the Landlord improvements shall include physically repositioning any fire sprinkler heads required for the construction of the demising walls; item (iii) of the Landlord Improvements shall specifically exclude any other alterations to the fire sprinkler system in the Premises, or any alterations to the fire sprinkler system in the Premises that are required to comply with any Laws; notwithstanding anything to the contrary in this Lease, any such alterations to the fire sprinkler system in the Premises, to the extent required requested by Tenant or applicable Laws, shall be completed by Tenant at its sole cost and expense. Landlord agrees to coordinate the tenant improvements (the “Tenant Improvements”) described on Exhibit 17.1.1 attached hereto. The costs of the Tenant Improvements shall be the sole responsibility of Tenant; provided, however, that Landlord shall provide Tenant with which will result in an allowance of up to $120,000.00 (the “Allowance”). Landlord shall use the Allowance to pay: (1) all costs and expenses directly incurred by Landlord, if any, increase in the construction of the Tenant Improvements (including all applicable licenses and permits); (2) all costs and expenses directly incurred by Landlord for the preparation or review of all plans and specifications for the Tenant Improvements; and (3) a construction supervision fee to Landlord’s construction agent, CB Xxxxxxx Xxxxx, equal to 6% of the actual costs of construction of the Tenant Improvements. If the cost of the Tenant construction and installation of the 2008 Improvements exceeds the Allowanceshall be agreed to in advance by Landlord and Tenant, then and Tenant shall be obligated to pay Landlord an additional construction management fee relative to such excess cost change order(s) equal to Landlord as Additional Rent pursuant to Section 2.2. If four percent (4%) of any increase in the cost of the Tenant Improvements is less than construction and installation of the Allowance, then Tenant shall not be entitled to any payment or credit for such excess amount2008 Improvements. Any other savings or unused portion of the 2008 Expansion Allowance after the 2008 Improvements are completed shall be made available to Tenant for additional permanent improvements made to the Revised Complete Premises by so long as Tenant shall be at Tenant’s sole expenseutilizes such amounts on or before January 1, 2009 and if not used on or before such date any amounts shall be deemed an “Alteration” subject to Article 8 of this Leaseforfeited.

Tenant Improvements. Landlord is providing The Lessee shall have the basic Premises in its current “AS IS” conditionright to design and select the tenant improvements for the Premises, without representation or warranty subject to the review and approval of any kindthe Lessor. All tenant improvements shall be constructed, supplied, and Landlord shall have no obligation to make any modifications or alterations installed according to the Premises except as specifically set forth standard specifications of the Lessor for tenant improvements which are described on Exhibit E, attached hereto, unless otherwise approved in this Section 17.1writing by the Lessor, which approval may be given or withheld in the Lessor's reasonable discretion. Notwithstanding The Lessee shall use XXXXXXXX XXXXXXX DESIGN GROUP (the foregoing"Architect") for the purpose of designing the tenant improvements and preparing plans and specifications for the construction thereof. Tenant improvements shall include all improvements serving or located within the Premises, Landlord agrees at its sole cost to (i) construct including without limitation, framing of demising walls to separate for the Premises from the remainder Premises, drywalling, taping and painting of the Buildinginterior surfaces of such demising walls, interior drywall partitions and walls, flooring and carpeting, interior doors and glass, cabinets, built-in fixtures and furnishings, electrical or other utilities, a proportionate share (iibased on useable area) install separate meters of the building's VAV-HVAC system, VAV-HVAC mixing boxes, distribution ducting, vents and outlets, surface mounted electrical and plumbing fixtures and electrical outlets, acoustical tile, drop ceilings and all other improvements made to measure the gas and electricity being used at the Premises; and (iii) physically separate the fire sprinkler system serving the Premises (the “Landlord "Tenant Improvements”"). Landlord shall complete the Landlord Improvements in compliance with all applicable Laws. Item (iii) of the Landlord improvements shall include physically repositioning any fire sprinkler heads required for the construction of the demising walls; item (iii) of the Landlord Improvements shall specifically exclude any other alterations to the fire sprinkler system in the PremisesThe Lessee shall, or any alterations to the fire sprinkler system in the Premises that are required to comply with any Laws; notwithstanding anything to the contrary in this Lease, any such alterations to the fire sprinkler system in the Premises, to the extent required by Tenant or applicable Laws, shall be completed by Tenant at its sole cost and expense. Landlord agrees to coordinate , cause the tenant improvements (space plan for the “Tenant Improvements”) described on Exhibit 17.1.1 attached hereto. The costs of Premises showing the Tenant Improvements shall be the sole responsibility of Tenant; provideddesign, however, that Landlord shall provide Tenant with an allowance of up to $120,000.00 (the “Allowance”). Landlord shall use the Allowance to pay: (1) all costs layout and expenses directly incurred by Landlord, if any, in the construction location of the Tenant Improvements (including all applicable licenses the "Space Plan") to be prepared, prosecuted and permits); (2) all costs and expenses directly incurred by Landlord for delivered on the preparation or review of all plans and specifications for the Tenant Improvements; and (3) a construction supervision fee to Landlord’s construction agent, CB Xxxxxxx Xxxxx, equal to 6% of the actual costs of construction of the Tenant Improvements. If the cost of the Tenant Improvements exceeds the Allowance, then Tenant shall pay such excess cost to Landlord as Additional Rent pursuant to Section 2.2. If the cost of the Tenant Improvements is less than the Allowance, then Tenant shall not be entitled to any payment or credit for such excess amount. Any other improvements made to the Premises by Tenant shall be at Tenant’s sole expense, and shall be deemed an “Alteration” subject to Article 8 of this Lease.following schedule: