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EXHIBIT 1C
<br />time. All dimet and indirect costs role ling to any modifications, alterations or improvements of time Project or Cie Building, whether outs [do or Inside
<br />of the Premises, required by any goverumanlaI agency or by Law as a condition or as the result of any A)first kin requested or oftecled by Tenant
<br />shall be borne by Tenant, and in connection therewith, Landlord may elect to perform such modifications, attentions or improvements (at Tenant's
<br />sale cost and expense) or require such Performance directly by Tenant.
<br />10.E Yerformnnec nr Altergtlnn Wofh„ All workrelating to all Alterations (other then the initial Tenant Improvements, which will
<br />be perfomied by Landlord in accordance with the Work Letter) shall be performed by Tenant at Tenant's sole cost and expense and shall be
<br />prosecuted to completion In a diligent, fast class manner (and so as not to Interfere with any otter tenants or occupants of the Project), and in
<br />compliance with any plans and specificnllons therefor that are approved by Landlord, any and all conditions imposed by Landlord thaeon, all
<br />applicable Laws, and tie requirements of all carriers of insurance on the Premises, Building and Project, the Board of Underwriters, Fire Ruling
<br />Bureau, or similar Organization. Tenant shall not use any portion of the Common Areas in connection with the making or any Alterations, and
<br />Tenant alhsll not modify or niter any improvements or components of the Building or tie Project outside ortne Premises. Upon completion crony
<br />Alterations (other [lion Permitted Alterations), Tenant shall deliverto the Building management once, within thirty (30) days Following completion
<br />of the Alterations, a reproducible copy of the "as built" drawings of the Alterations together with a CAD rile of the "as but h" documents of the
<br />Alterations (current verslon ofAuClCad).
<br />10.4 No Llcn , Tenant shall pay whom due all costs far work performed and materials supplied to tie Promises. 'reliant shall keep
<br />Landlord, the Premises, the Project and Tenant's leasehold Interest free from all Encumbrances, including, without limitation, any of the same
<br />relating to the Alterations or any other work performed for, materials furnished to or obligations Incurred by Tenant, and Tenant shall indemnify,
<br />defend and hold harmless Landlord, the Premises and the Project of and from any and all Claims arising out of or related to any Encumbrances,
<br />Tenant shall satisfy or otherwise discharge all Encumbrances within five (5) business days after Landlord flotillas Tenant in writing that any such
<br />lien, stop notice, claim or encumbrance has been filed, Tenant shall give Landlord not less than five (5) business days' prior written notice before
<br />commencing any Allerotions lit or nbout the Premises to permit Landlord to post appropriate notices of non•rasponsibility.
<br />10's RemovalInit Restoration. All Alterations (and the Tenant Improvements) shall become a part of the Premises and shall
<br />become the property of Landlord upon the expiration or earlier tahnination of this Loose; provided that by written notice to Tenant, Landlord may
<br />require Tenant to remove some or all of the Leasehold Improvements (other flan any Leasehold Improvements that existed In the Building as of flit
<br />Effectve Date), In which event, prior to the dote of expiration or termination of this Lease, Tenant shall remove the Leasehold Improvements
<br />deal -noted by Landlord to be so removed, and shall restart, patch and repair any resulting damage to the Premises, Building and Project, all at
<br />Tenants sole expense. All Tenant's Personal Property owned or Installed by Tenant or any other Tenant Party in the Premises shall be and remain
<br />the property of'fenant (or die applicable Tenant Party), and upon die expiration or earlier termination or this Lease, Tennnf shall, at its sole expense,
<br />remove all such items and repair any damage to ilia Premises or the Project caused by such removal. If Tenant fails to remove any such items or
<br />repair such damage promptly after the expiration or earlier termination of this Lease, Tenant (or the applicable Tenant Party) shall be deemed to have
<br />abandoned the same, In which ease Landlord may stow the same at Tenant's expense (and Tensnt shall pay Landlord the cost thereof upon demand),
<br />or appropriate the same for itself, and/orsell the same in its discretion, with no liability to Tenant (orthe applicable Tenant Party).
<br />A RTICLE I I - TRANS PIERS
<br />11.1 Restriction; Permitted subleases.
<br />1 L1.1 Rmtricttmn, Except as provided in Section I L1.2 below, Tenant shall not, either involuntarily or voluntarily or by
<br />operation of law or otherwise, make or permit any Transfer without the prior written consent of landlord its accordance with Section 114 below.
<br />Any Transfer in violation or the provisions of this Article I I shall be null end void. Notwithstanding anything contained in this Actiole I I to the
<br />contrary, Tenant expressly covenants and agrees not to eafer Into any lease, sublease, license, concession or other agreement for use, occupancy or
<br />utilization of the Premises which provides for rental or other payment for such use, occupancy or utilization based in whole or In pan ran the net
<br />income or profits derived by any person from tie property leased, used, occupied or utilized, and that any such purported (case, sublease, license,
<br />concession or other agreement shall be absolutely void.
<br />11.1.2 Permitted Subleases, Notwithstanding the foregoing, Tenant may, upon no less than ten (10) business days' prior
<br />written notice, but wilhout the need to obtain the consent of Landlord, sublease space within the Premises to any Approved Guvernmcntoi Entities.
<br />Landlord shall cooperate with Tenant's efforts to consummate any such subleases to any such Approved Governmental Entitles, including, without
<br />limitation, In connection with any proposed Approved sublease to any Approved Govemmental Entity, by using commercially reasonable efforts to
<br />comply with the State Requirements specified In Exhibit " "a(Laehcd hereto, Any sublease permitted without the consent of Landlord order Clio
<br />Section 11 12 (a"Permitted Sublease") shall not he subject to any ilia requirements, restriction or limitations set forth in sec ion 11.2, Section 113,
<br />SQctlon 11 4. Section 111 or Section 11.6 below
<br />11.2 tjffjt c to f.nnAI ill. If Teneo desires to make a Transfer (other than a Permitted Sublease), then Tenant shall submit to
<br />Landlord; (a) a Proposed Trinstcr Notice al least twenty (20) business days (slid not more than one hundred eighty (190) days) prior to the effective
<br />data of the Proposed Transfer, unit (b) four (4) originals orthe proposed assignment or sublease or other Transfer document an a limn eppmved by
<br />Landlord and Ibur(4) originals of ilia I,autlorl's Coolant to Sublease or Assignment and Assumption or Lensc nod Consent executed by Tenant snit
<br />the proposed Transturce. 11' Tenant modifies tiny of the material terms and conditions relevant to a proposed Transfer specified in the Transfer
<br />Notice, Tenant shall resubmit such Transfer Notice to Landlord for Its comenl, Following delivery ore Transfer Notice, T'ammt shall nddhiunslly
<br />provide such other information or materials with respect to the proposed Transfer and/or Transferee as Landlord may reasonably request, including.
<br />widaout lialkadmi. Credit reports, buslaeas plans, nperutinghlstury, bank and character references,
<br />113 LiCidlurd's ReamUn•c Rights, At tiny Lime within twenty (20) business days otter Landlord's receipt Or all nl'the to Conn at! nn
<br />and documans described in Section 11.2 Landlord may, of its option, in its sole and absolute discretion. by written notice to Tenant. elect In: (a) in
<br />Ilse case orn proposed sublease, sublease the Premises a• the Portion thcrcurpropused to be sublet by Tenant upon the same terms as those of@red to
<br />the prnposed subtcnnnl; (b) in the case ore proposed assignment, lake an nssigmnenl of this Lensc upon the same terms as those offered to the
<br />901 11'CI air Center Dr-CLp ojSeutsAim Lama -I o-
<br />80A-244
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