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time. All direct and indirect costs relating to any modifications, alterations or improvements of the Project or tine 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 borne by Tenant, and in connection therewith, Landlord may elect to perform such modifientions, alterations or improvements (at Tenant's
<br />sole cost and expense) or require such performance directly by Tenant.
<br />103 Performance of Alterations Work. All work relating to all Alterations (other than the laid at Tenant Improvements, which will
<br />be perlbrined 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, first class manner (and so as not to interfere with any other tenants or occupants or the Project), and in
<br />compliance with any plans and 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 orally Alicrations, and
<br />Tenant shall not modify or alter any improvements or components of the Building or the Project outside orthe Premises, upon completion orany
<br />Alterations (other than Permitted Alterations), Tenant shall deliver to the Building management office, within thirty (30) days following completion
<br />of the. Alterations, n reproducible copy of the "as built" drawings of the Alterations together with a CAD File of the "as built" documents of Ire
<br />Alterations (current version ofAutoCad).
<br />10A No Liens, Tenant shall pay when due all costs for work performed and materials supplied to the Premises. Tenant 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 notifies Tenant in writing that any such
<br />Hell, 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 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 the 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 Property owned or Installed by Tenant or any other Tenant Party in the Premises shall be and remain
<br />the property of Tenant (or the applicable Tenant Party), and upon the 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 lernination of this lease, Tenant (or the applicable Tenant Party) shall be doomed to have
<br />abandoned tine same, in which case Landlord may store die same at Tenant's expense (and Tenant shall pay Landlord the cost thereof upon demand),
<br />of appropriate the some for itself, and/or sell the same in its discretion, with no liability to Tenant (or the applicable Tenant Party),
<br />ARTICLE 11 -TRANSFERS
<br />11.1 Restriction; Permitted Subleases
<br />11.1.1 Restriction. Except as provided in Section 11.I 2 below, Tenant shall not, either involuntarily or voluntarily or by
<br />operation of law or otherwise, nake or permit any Transfer without the prior written consent or landlord in accordance with Section 11,4 below.
<br />Any Transfer in violation of the previsions of this Article I 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 Ionic, sublease, license, concession or otrer agreement for use, occupancy or
<br />utilization or the Premises which provides for rental or other payment for such use, occupancy or utilization based in whole or in part on the net
<br />income or profits derived by any person fronn 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 rermitted Subleases. Notwithstanding the foregoing, Tenant may, upon no less than ten (10) business clays' prior
<br />written notice, but without the need to obtain the consent of Landlord, sublease splice within the Premises to any Approved Governmental 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 Governmental Entity, by using commercially reasonable elTorts to
<br />comply with the Slate Requirements specified in Exhibit "L" attached hereto. Any sublease permitted without the consent of Landlord under 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 113,
<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 then a Permitted Sublease), then Tenant shall submit to
<br />Landlord: (a) a Proposed Transfer Notice at least twenty (20) business days (and not alone than one hundred eighty (190) days) prior to the effective
<br />date of the proposed Transfer, and (b) four (4) originals of the proposed assignment or sublease or other Transfer document on a form approved by
<br />Landlord and rbo (4) originals of the Landlord's Consent to Sublease m Assignment and Assumption of Lease and Consent executed by Tenant anei
<br />the proposed Transferee 11' Tenant modifies tiny of the material terms and conditions relevant to a proposed Tronsf'or specified in the 'I'rnnsfer
<br />Notice, Tenant shall resubmit such Transfer Notice to Landlord for its consent. Following delivery of a Transfer Notice, Tenant shall additionally
<br />provide such other informntion or niteriafs with respect to the proposed Transfer and/or Transreoc as Landlord may reasonably request. including.
<br />without limitation, credit reports, business plans, operuting history, bank and character references.
<br />113 Landlord's Recapture 12ia1, ts. At any lime within twenty, (20) business days after Landfocl's receipt of all ol'the infurnnntion
<br />and documents described in Section 11.2, Landlord inay, at its option, in its sole and absolute discretion. by written notice to Tenant. cicet to: (a) in
<br />the case urn proposed sublease, sublease the Premises or the portion thereof proposed to be sublet by Tenant upon die same terms as those e1'lered to
<br />the proposed subtenant; (b) in the ease ul'a proposed assigmnenl, lake an sssigninonl of this Lease upon tine some terms as those offered to the
<br />80116 Ovie Ceuler Dr —OP nfSaurn Ana Lease -10-
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