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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 governments] agency or by Low as a condition or as the result orally Alteration 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 (at Tenant's
<br />sole cost and expense) or require such performance directly by Tenant.
<br />10.3 Performance of Afterations Work, All work relating to all Alterations (other than the initial Tenant Improvements, which will
<br />be performed 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 of the Project), and in
<br />compliance wit], any plops and specifications therefor that are approved by Landlord, oily and all conditions imposed by landlord thereon. all
<br />Applicable Laws, and the requirements of all carriers of insurance oil the Premises, Building and Project, the Board of Underwriters, Fire Rating
<br />Bureau, or similar organization, Tenant shall not use Any portion of the Compton Areas in connection with the making or any Alterations, and
<br />Tenant shall not modify or alter oily improvements or components of the Building or the Project outside of the Premises. Upon completion orally
<br />Alterations (other than Permitted Alterations), Tenant shalt deliver to the Building management office, 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 built" 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 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 cart 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 />lice, 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 troy
<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 hmprovenrenls
<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 Premises shall be and remain
<br />the property of Tenant (or the applicable Tenant Party), and upon the expiration or earlier temmination 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 same at Tenant's expense (and Tenant shall pay Landlord the cost thereof upon demand),
<br />or appropriate the same for itself, and/or sell the sonic in its discretion, with no liability to Tenant (or the Applicable Tenant Party).
<br />ARTICLE II - TRANSFERS
<br />11.1 Restriction; Permitted Sublease$.
<br />1 L1.1 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 Section 11.4 below.
<br />Any Transfer fit violation of the provisions of this Article I 1 shall be null and void. Notwithstanding anything contained in this ArliclL 11 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 part 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, ficcnse,
<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 Governmental Entities.
<br />Landlord shall cooperate with 'tenant's efforts to consunmwte 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 efforts to
<br />comply with the State Requirements specified in Eel bit "L" attached hereto. Any sublease permitted without the consent of Landlord nuclei- this
<br />Section 11.1.2 (a "Permitted Sublease") shall not be subject to any the requirements, restriction or limitations set forth in Section 11.27 Section 11.3,
<br />Section 11.4. Section 11,5, or Section 1 I G below
<br />11.2 Notice to Landlord. If Tenant desires to make a Transfer (other than a Permitted Sublease), then 'reliant shall submit to
<br />Landlord; (a) a Proposed Trmhs Per Notice at least twenty (20) business days (And not more than one hundred eighty (180) days) prior to the efteelive
<br />date of the proposed Transfer, and (b) four (4) originals ofthe proposed assignment or sublease or other Transfer document on a loin approved by
<br />Landlord and Potm (4) originals of the Landlord's Consent to Sublease or Assignnhenl and Assumption of Lease and Consent executed by Tells t and
<br />the proposed T'ransreme. 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 for its consent. Following delivery of a Traaslbr Notice, Tenant shall udditiunal[v
<br />provide such other information or materials with respect to the proposed Transfer and/or Transferee as Landlord may reasonably request. includillg.
<br />wilhoul limitation. Credit reports, business plans, operating history, bank and character references.
<br />11.3 Landlord's Recant re Ruhr$, At any time within twenty (20) business days after Landlord's receipt of all of the inlivnmlion
<br />and documents described in Section 11.2,, Landlord may, at its option, in its sole and absolute discretion. by whiten notice to Tenant. elect to; (A) in
<br />the case of o proposed sublease, sublease the Premises or the portion thereof proposed m be sublet by Tenant upon the same terms as twse offered to
<br />the proposed subtenant; (b) in the case of a propose([ assignmmu, lake on Assignment of this Lease upon the some terns as those Offered to the
<br />80f 11'C'hic Center Dr—Chp nfSantel lla Lease .to_
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