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time, All direct and indirect costs relating to any modifications, alterations or improvements of the Project or the Building, whether outside or Inside
<br />of the Premises, required by any governmental agency or by Law as a condition or as the result of any Alteration requested or effected by Tenant
<br />shall be bome by Tenant, and in connection therewith, Landlord may elect to perfornh such modifications, alterations or Improvements (at Tenant's
<br />sole cost and expense) or require such performance directly by Tenant.
<br />10.3 Performance of Alterations Work, All work relating to all Alterations (other (lion the initial Tenant improvements, which will
<br />be perfoned by Landlord In accordance with the Work Letter) stall be performed by Tenant at Tenant's sole cost and expense and shall be
<br />prosecuted to completion in a diligent, first class manner (and so as not to interfere with any other tenants or occupants of the Project), and in
<br />compliance with any plans slid specifications therefor that are approved by Landlord, any and all conditions imposed by Landlord thereon, all
<br />applicable Laws, and the requirements of all carriers of insurance on the Premises, Building and Project, the Board of Underwriters, Fire Rating
<br />Bureau, or similar organization. Tenant shall not use any portion of the Common Areas in connection with the making of any Alterations, and
<br />Tenant shall not modify, or alter any improvements or components of the Building or lime Project outside of the Premises. upon completion orally
<br />Alterations (other than Permitted Alterations), Tenant shall deliver to the Building management office, within thirty (30) days following completion
<br />of the Alterations, a reproducible copy of file "as built" drawings of the Alterations together vrith a CAD file of the "as bui It" documents of the
<br />Alterations (current version of AutoCad).
<br />10.4 No Liens • Tenant shall pay when due all costs for work performed and materials supplied to tie Premises. Tenant shall keep
<br />Landlord, die Premises, the Project and Tenant's leasehold interest free from all Encumbrances, including, without limitation, any of the same
<br />relating to die Alterations or any other work performed for, materials famished 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 notifies Tenant in writing that any such
<br />Hell, stop notice, claim or encumbrunce has been filed, Temeit shall give Landlord not less than five (5) business days' prior written notice before
<br />commencing any Alterations in or about the Premises to permit Landlord to post appropriate notices of non -responsibility.
<br />10.5 Removal and 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 termination of this Lease; provided that by written notice to Tenant, Landlord may
<br />require Tenant to remove some or all of the Leasehold Improvements (other than any Leasehold Improvements that existed in the Building as of the
<br />Effective Date), in which event, prior to the date of expiration or termination of this Lease, Tenant shall remove die Leasehold Improvements
<br />designated by Landlord to be so removed, and shall restore, patch and repair any resulting damage to the Premises, Building and Project, all at
<br />Tenant's sole expense. All Tenant's Personal Properly owned or Installed by Tenant or any other Tenant Party in the Promises shall be and remain
<br />the property of Tenant (or die applicable Tenant Party), and upon die expiration or earlier termination of this Lease, Tenant shall, at its sole expense,
<br />remove all such items and repair any damage to the 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 case Landlord may store the some at Tenam's expense (and Tenant shall pay Landlord the cost thereof upon demand).
<br />or appropriate the same for Itself, and/or sell the same in its discretion, with no liability to Tenant (or the applicable Tenant Party).
<br />ARTICLE II -TRANSFERS
<br />11.1 Restriction; Permitted Subleases.
<br />1 LI.1 Restriction. Except as provided in Section 11.1.2 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 in accordance with ection 11.4 below.
<br />Any Transfer in violation of the provisions of this Article 11 shall be null and void. Notwithstanding anything contained in this Article I I to the
<br />contrary, Tenant expressly covenants and agrees not to enter 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 on the net
<br />income or profits derived by any person from the property leased, used, occupied or utilized, and that any such purported lease, 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 without the need to obtain the consent of Landlord, sublease space within the Premises to any Approved Guverlicntaf Entities.
<br />Landlord shall cooperate with Tenant's efforts to consummate any such subleases to any such Approved Governmental Entities, including, without
<br />limitation, in connection with any proposed Approved sublease to any Approved Govermental Entity, by using commercially reasonable efforts to
<br />comply with the State Requirements specified in Exhibit "L" attached hereto. Any sublease permitted without die consent of Landlord order this
<br />Section 11.1.2 (a "Permitted Sublease") shall not be subject to any the requirements, restriction or limitations set forth in Section 11.2. Section 111
<br />Section 11 4. Section 11.5, or Section 11.6 below
<br />11.2 Notice to Landlord. If Tenant desires to make a Transfer (other than a Permitted Sublease), then Tenant shall submit to
<br />Landlord: (a) a Proposed Transfer Notice at least twenty (20) business days (and not more than one hundred eighty (150) days) prior to the effective
<br />dine of the proposal Transfer, unit (b) four (4) originals of the proposed assignment or sublease or otter Transfer document on a Ionia approved by
<br />Landlord and lour(4) originals of the Landlord's Consent to Sublease or Assignment and Assumption of Lease and Consent executed by Tenant and
<br />the proposed Transferee. If Tenant modifies any 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 I -or its consent. Following delivery ora Transfer Notice, Tenant shall nddidonally
<br />provide such otter information or materials with respect to the proposed Transfer and/or Transferee as Landlord may reasonably request. including.
<br />wihhout limitation, credit reports, business plans, operating history, bank and character references.
<br />11.3 Landlord's Recapture Rights. At any time within twenty, (20) business days after Landlord's receipt of all ofthe Inlirn atinn
<br />and documents described in Section 11.2, Landlord may, of its option, fit its sole and absolute discretion, by written notice to Tenant. elect to: (a) in
<br />the case urn proposed sublease, sublease the Premises or the portion themorpruposed to be sublet by Tenant upon the same terms as those offered to
<br />Ole proposed subtentuil; (b) in the case of a proposed assignment, lake an assignment of this Lease upon the sonic terms us those offered to the
<br />901 W CUe Crump Dr-Cfp, ojSeara Aurae Lease -I o-
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