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EXHIBIT A <br />WORK LETTER <br />THIS WORK LETTER (this "Work Letter') is attached to and incorporated into the First <br />Amendment. Supplementing the provisions of the Lease (as amended by the First Amendment), <br />but without limiting those provisions, Landlord and Tenant agree as follows with respect to the <br />Tenant Improvements to be installed in the Premises. <br />1. Purpose. This Work Letter establishes responsibilities for the design and <br />construction of the Tenant Improvements as well as the allocation of the costs of the Tenant <br />Improvements. The terms, conditions, and requirements of the Lease, except where clearly <br />inconsistent or inapplicable to this Work Letter, are incorporated into this Work Letter. <br />2. Definitions. The following defined terms used in this Work Letter shall have the <br />meanings set forth below. Unless provided to the contrary herein, any other capitalized term that <br />is not defined in this Work Letter shall have the meaning given to that term in the Lease. <br />(a) "Approved Working Drawings" is defined in Section 3(c) hereof. <br />(b) "Building Systems" means the structural portions of the Building, the <br />common area restrooms, elevators, the Building's I VAC, mechanical, electrical, <br />plumbing, and fire and life safety systems and equipment (including, but not limited to, the <br />fire alarm and fire sprinklers). <br />(c) "Contractor" means the general contractor engaged by Landlord for <br />performance of the Landlord Work pursuant to Section 4 hereof. <br />(d) "Cost Proposal" is defined in Section 5(a) hereof. <br />(e) ",Days" means, unless otherwise indicated, calendar days. <br />(t) "Landlord Coordination Fee" means a fee equal to five percent (5%) of <br />the hard and soft. costs of the Landlord Work charged by Landlord for its services in <br />managing the design and construction of the Tenant Improvements, and such fee will be <br />included in the cost of the Landlord Work and deducted from the Tenant Allowance. <br />(g) "Landlord's Representative" means Dana Duarte as the only person <br />authorized to act for Landlord pursuant to this Work Letter. Tenant shall not be obligated <br />to respond to or act upon any request, approval, inquiry or other communication from or <br />on behalf of Landlord in connection with this Work Letter unless such communication is <br />in writing from Landlord's Representative. Landlord may change the Landlord's <br />Representative at any time upon not less than five (5) days' advance written notice to <br />Tenant. <br />(h) "Landlord Work" means all work necessary and appropriate to complete <br />the Tenant Improvements in accordance with this Work Letter and the Lease. <br />6 <br />5910216.11 <br />