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time. All direct and indirect casts 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 Lew as a condition or as the result of any A]toter ion requested or effected by Tenant
<br />shall be borne by Tenant, and in connection therewith, Landlord may elect to perform such modifications, alterations or improvements lot Tenant's
<br />sole cost and expense) or require such performance directly by Tenant.
<br />10.3 Performance of Alterations Wok, All work relating to all Alterations (other than the initial Tenant Improvements, which will
<br />be perlbri red by Landlord in accordance with the Work Letter) shall be performed by Tenant at Tenant's sale 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 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 Bourd 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 the ProjCot outside of the Premises. Upon completion orally
<br />Alterations (other than Permitted Alterations), Tenant shall deliver to the Building management ollice, 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 file of the "as bui h" documents or 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 the Premises. Tenant shall keep
<br />Landlord, the Premises, the Project and Tenant's leasehold interest fi-ee 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 incorrect 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 />lien, stop notice, claim or encumbrance has been tiled. 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 lion -responsibility.
<br />10.5 Removal and Restoration. All Alterations (and One Tenant Improvements) shall become a part or the Premises and shall
<br />became 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 Leuschold 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 termination of this Lease, Tenant (or tine applicable Tenant Party) shall be deemed to have
<br />abandoned the same, in which case Landlord may store the same at Tenant's expense (and Tenant shall pay Landlord the cost thereof upon deniamd),
<br />or appropriate the sonic 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 />I LL1 Restriction. Except as provided in Section 11 1 2 below, Tenant shall not, either involuntarily or voluntarily of by
<br />operation of law or othevise, make or permit any Transfer without the prior written consent of Landlord in accordance with Section 11,4 below.
<br />Any Transfer in violation of the provisions of this Article Ll shall be null and void. Notwithstanding anything contained in this ArUcic 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 pat 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 />accession or other agreement shell be absolutely void.
<br />I1,1.2 Permitted Subleases. Notwithstanding the foregoing, Tenant may, upon no less than ten (10) business days' priol.
<br />written notice, but without the need to obtain the consent of Landlord, sublease space within the Promises to any Approved Governmental Entities.
<br />Landlord shall cooperate with Tenant's effaces to consummate any such subleases to tiny such Approved Governmental Entities, including, without
<br />limitation, in connection with any proposed Approved sublease to any Approved Governmental Entity, by using commercially reasonable crforts to
<br />comply with the Slate Requirements specified in E=hijit�'L" attached hereto. Any sublease permitted without the consent of Landlord under this
<br />Suction 11.1,2 (a "Permitted Sublease") shall rattle subject to any the requirements, restriction lir limitations sec forth in Section 11,27 Seetlon 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 than a Permitted Sublease), filen '['Client shall submit to
<br />Landlord: (a) a Proposed Transfer Notice at least twenty (20) business days (and not more than one hundred eighty (1 g0) days) prior to the effective
<br />date of the proposed Transfer, and (b) four (4) originals orthe proposed assignment or sublease or other Transfer document on a form approved by
<br />Landlord and tins' (4) originals of the I,aildlord's Consent to Sublease or Assignment and Assumption of Lease and Consent executed by Tenant and
<br />the proposed Transferee. Ir Tenant modifies any of the material terms and conditions relevant to a proposed'I'ransf'er specified in the 'flans Fel
<br />Notice, Tenant shall resubmit such Transfer Notice to Landlord for its consent. following delivery ora Transfer Notice, Tenant shall additionally
<br />provide such other information or materials with respect to tie proposed Transfer and/or'trmsf'crcc as Landlord may reasonably request. including.
<br />without limitation, credit repots, business plans, operating history, bank and cluvacler rc Pcrences.
<br />11.3 Landlord's Recapture Riehts, Al any lime within twenty (20) business days rifler Landlord's receipt of all of the fnlbrnmLLion
<br />and documents described in Section 11.2, Landlord may, at its option, Or its sole and absolute discretion. by written notice to Tenant. elect to: (a) in
<br />the case Ora proposed sublease, sublease the Premises or the portion thercofproposcd to be sublet by Tenant upon the same terms as those oflered to
<br />the proposed subtenant; (b) in [he ease ora proposed assignment, lake an assignment of this Lease upon the same tens as those offered to line
<br />861 II' L'ivir L'en(er pr—C(q� nfSruan,4mr Lease -10-
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