Alterations. Tenant shall make no changes, improvements, additions, installations or alterations (collectively, “Alterations”, which shall include the Finish Work) in or to the Premises of any nature without Landlord’s prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned, provided that # Tenant delivers plans and specifications to Landlord for such Alterations; # Tenant otherwise complies with the provisions of this [Section 9.1] below; # Landlord’s engineer and/or architect reviews and approves, which approval shall not be unreasonably withheld, conditioned or delayed, all plans and specifications for and inspects the Alterations that affect the Building Systems and Structure; # Tenant’s architects and engineers involved in the preparation of the plans provide Landlord with a certification that such plans comply with all applicable Laws and that the Alterations, as constructed, will not overload or overburden Building systems, and # the same are conducted in accordance with the terms of Superior Mortgages. Notwithstanding the foregoing to the contrary, no such prior written consent shall be required for interior, non-structural Alterations that do not affect the Building systems or structure (including the heating, ventilating and air conditioning systems, plumbing, electrical and mechanical systems, curtainwall, and roof system) (collectively, “Building Systems and Structure”) and which cost less than $100,000.00, provided that Tenant delivers a copy of the plans and specifications for the same to Landlord in advance of undertaking such Alterations. Tenant shall provide Landlord reasonable prior notice of Alterations prior to commencing any Alterations (the “Alteration Notice”), whether or not prior consent is required. Except as set forth below, the Finish Work shall remain upon and be surrendered with the Premises. All fixtures, partitions (other than demountable walls) and items of personal property that are permanently affixed to the Premises or the Building systems, railings and like installations, installed in the Premises at any time, either by Tenant or by Landlord, such that removal of the same shall cause more than a de minimis amount of damage to the Premises or Building (“Fixtures”) shall remain upon and be surrendered with the Premises.

Alterations. Tenant, at its sole cost, may install necessary trade fixtures, equipment and furniture in the Premises (it being agreed that such installation shall not be deemed an Alteration), provided that the installation and removal of them will not adversely affect any structural portion of the Property, any Building System or any other equipment or facilities serving the Building. Except for any Alterations or Tenant Maintenance work that, in either instance, # does not exceed $50,000.00 in any one instance, # does not require a building permit or other similar instrument issued by the applicable governmental authority having jurisdiction, and # does not affect any Building System or any structural components of the Building, Tenant shall not construct, nor allow to be constructed, any Alterations or Tenant Maintenance work in the Premises or on the Property or the Project without obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. With respect to any

Alterations. Tenant shall not make or permit any alterations, decorations, additions or improvements of any kind or nature to the Premises or the Project, whether structural or nonstructural, interior, exterior or otherwise (“Alterations”) without the prior written consent of Landlord, said consent not to be unreasonably withheld or delayed. Landlord may impose any reasonable conditions to its consent, including, without limitation: # prior approval of the plans and specifications and contractor(s) with respect to the Alterations (provided that Landlord may designate specific contractors with respect to Building systems provided such contractors charge commercially competitive rates); # supervision by Landlord’s representative, at Tenant’s expense, of the Alterations, not to exceed three percent (3%) of the hard and soft costs of the Alteration; # proof of worker’s compensation insurance and commercial general liability insurance carried by Tenant’s contractors and subcontractors in such amounts and meeting such requirements as reasonably requested by Landlord; # delivery to Landlord of written and unconditional waivers of mechanic’s and materialmen’s liens as to the Project for all work, labor and services to be performed and materials to be furnished, signed by all contractors, subcontractors, materialmen and laborers participating in the Alterations; # delivery of permits, certificates of occupancy, “as-built” plans, and equipment manuals; and # in the case of Alterations that exceed $200,000 in the aggregate during a 12-month period, any security for performance or payment that is reasonably required by Landlord. The Alterations shall conform to Landlord’s Specifications (as defined in Exhibit B-11]) and set forth in [Exhibit B-3]3] attached hereto and made a part hereof and the requirements of federal, state and local governments having jurisdiction over the Premises, including, without limitation, the ADA, the California ADA, the OSHA General Industry Standard (29 C.F.R. Section 1910.1001, et seq.), and the OSHA Construction Standard (29 C.F.R. Section 1926.1001, et seq.) and shall be performed in accordance with the terms and provisions of this Lease and all warranties in effect and in a good and workmanlike manner using material of a quality that is at least equal to the quality designated by Landlord as the minimum standard for the Building. Notwithstanding the foregoing, Tenant shall have the right, without Landlord’s consent, to perform in the Premises any nonstructural Alteration; provided that Tenant has provided Landlord with at least ten (10) business days prior written notice of such Alteration and such Alteration # does not affect the other tenants of the Building or the Building’s mechanical, electrical, plumbing, HVAC or fire, life safety systems or the roof, foundations, exterior walls or structural portions of the Building; # does not require any other alteration, addition, or improvement to be performed in or made to any portion of the Building or Project other than the Premises; # does not materially or negatively impact the future marketability of the Building or increase the Building’s assessed value for tax purposes; # does not alter the architectural or structural integrity of the Building; # does not require a building permit; # is not visible from the exterior of the Premises; # do not include any deviations from the Specifications or any light fixtures, entry doors, interior doors, HVAC diffusers or demountable walls; and # together with any other Alterations, does not exceed a cost of $200,000 in any one Calendar Year, unless such Alterations are comprised of carpet and paint only, in which case no such limit shall not apply (provided that Tenant shall not perform such Alterations in stages in order to subvert this provision). All computer, telecommunications or other cabling, wiring and associated appurtenances (collectively, “Cabling”) installed by Tenant inside any of the interior walls of the Premises, above the ceiling of the Premises, in any portion of the ceiling plenum above or below the Premises, or in any portion of the Common Areas of the Project, including but not limited to any of the shafts or utility rooms of the Building, shall be clearly labeled or otherwise identified as having been installed by Tenant. All Cabling installed by Tenant shall comply with the requirements of the National Electric Code and any other applicable fire and safety codes. Landlord may designate reasonable rules, regulations and procedures for the performance of work in the Building and, to the extent reasonably necessary to avoid disruption to the occupants of the Project, shall have the right to designate the time when Alterations may be performed. will not unreasonably require removal of Alterations at the end of the Term such as by requiring removal of Alterations that are not specialized to Tenant’s use of the Building, do not materially and negatively impact the Building’s structure or systems or the future marketability of the Building, are not visible from the Common Areas or the exterior of the Building and are consistent with use of the Premises as a class A office building. If Landlord requires the removal of all or part of the Alterations pursuant to this Section 12.3, Tenant, at its expense, shall repair any damage to the Premises or the Project caused by such removal and restore the Premises and the Project to its condition prior to the construction of such Alterations, reasonable wear and tear excepted. If Tenant fails to remove the Alterations that Tenant is required to remove pursuant to this Section 12.3 and repair and restore the Premises and Project, then Landlord may (but shall not be obligated to) remove, repair and restore the same and the actual cost of such removal, repair and restoration together with any and all damages which Landlord actually suffers and sustains by reason of the failure of Tenant to remove, repair and restore the same, shall be charged to Tenant and paid within 30 days of demand and Landlord’s invoice or statement for the same. If Tenant reasonably requests additional documentation or information regarding the charges set forth in such invoice or statement, then Landlord shall promptly provide such documentation or information (which may be provided by email) as Landlord reasonably determines appropriate to substantiate such charges. Notwithstanding the foregoing, Tenant may remove any trade fixtures, business equipment, personal property and furniture provided that Tenant repairs any damage to the Premises resulting from the removal of such items and restores the Premises to its condition prior to the installation of such items, reasonable wear and tear excepted.

ALTERATIONS. Except for cosmetic alterations and projects that do not exceed $75,000.00 during any calendar year of the Term, that do not require a permit from the City of Irvine and that satisfy the criteria in the next following sentence (which cosmetic work shall require notice to Landlord but not Landlord’s consent), Tenant shall make no alterations, additions, decorations, or improvements (collectively referred to as “Alterations”) to the Premises without the prior written consent of Landlord. For all Alterations that require the prior written consent of Landlord, Landlord’s consent shall not be unreasonably withheld, conditioned or delayed as long as the proposed Alterations do not affect the structural, electrical or mechanical components or systems of the Building, are not visible from the exterior of the Premises, do not change the basic floor plan of the Premises, and utilize only Landlord’s building standard materials (“Standard Improvements”). For all Alterations that require the prior written consent of Landlord, Landlord may impose, as a condition to its consent, any requirements that Landlord in its discretion may deem reasonable or desirable, provided that, for projects that do not exceed $150,000.00, Landlord shall not require Tenant to post a lien or completion bond. Should Tenant perform any Alterations work that would necessitate any ancillary Building modification or other expenditure by Landlord, then Tenant shall promptly fund the cost thereof to Landlord. Tenant shall obtain all required permits for the Alterations and shall perform the work in compliance with all applicable laws, regulations and ordinances with contractors reasonably acceptable to Landlord, and except for cosmetic Alterations not requiring a permit, Landlord shall be entitled to a supervision fee in the amount of 3% of the cost of the Alterations. Any request for Landlord’s consent shall be made in writing and shall contain architectural plans describing the work in detail reasonably satisfactory to Landlord. Landlord may elect to cause its architect and/or engineers to review Tenant’s architectural, mechanical and electrical plans, and the reasonable cost of that review shall be reimbursed by Tenant. Should the Alterations proposed by Tenant and consented to by Landlord change the floor plan of the Premises, then Tenant shall, at its expense, furnish Landlord with as-built drawings and CAD disks compatible with Landlord’s systems. Alterations shall be constructed in a good and workmanlike manner using materials of a quality reasonably approved by Landlord Unless Landlord otherwise agrees in writing, all Alterations affixed to the Premises (but excluding moveable trade fixtures, furniture, office/telephone equipment, computers and other personal property), including without limitation all Tenant Improvements constructed pursuant to the Work Letter (except as otherwise provided in the Work Letter), shall become the property of Landlord and shall be surrendered with the Premises at the end of the Term, except that Landlord may, by notice to Tenant given at least 45 days prior to the Expiration Date, require Tenant to remove by the Expiration Date, or sooner termination date of this Lease, all or any Alterations (including without limitation all telephone and data cabling) installed either by Tenant or by Landlord at Tenant’s request (collectively, the “Required Removables”), and to replace any non-Standard Improvements made by Tenant with the applicable Standard Improvements. Tenant, at the time it requests approval for a proposed Alteration, may request in writing that Landlord advise Tenant whether the Alteration or any portion thereof, is a Required Removable and Landlord shall advise Tenant as to which Alteration or any portion thereof shall be deemed a Required Removable within 10 days after receipt of Tenant’s request. If Landlord fails to respond to any request for consent within the 10 day period set forth in the preceding sentence, Tenant shall have the right to provide Landlord with a second request for consent. Tenant’s second request for consent must specifically state that Landlord’s failure to respond within a period of 5 days shall be deemed to be an approval by Landlord. In connection with its removal of Required Removables, Tenant shall repair any damage to the Premises arising from that removal and shall restore the affected area to its pre- existing condition, reasonable wear and tear excepted.

Alterations. Except for the Tenant Improvements, Tenant will not make any alterations, additions or improvements to the Premises (including, but not limited to, roof and wall penetrations without the prior written consent of Landlord (not to be unreasonably withheld, or delayed). Tenant may, without the consent of Landlord, but at its own cost and expense and in a good workmanlike manner, erect such shelves, bins, machinery, movable lab benches, equipment, trade fixtures (defined as any fixtures used by Tenant in its specific business and not paid for by Landlord) and other non-structural interior improvements as it may deem advisable, without altering the basic character or structure of the Premises or improvements and without overloading or damaging the Premises or Building, and in each case complying with all Applicable Laws. Tenant will not make any alterations, additions or improvements to the Premises which will contravene Landlord’s policies insuring against loss or damage by fire or other hazards, including but not limited to commercial general liability, or which will prevent Landlord from securing such policies in companies reasonably acceptable to Landlord. If any such alterations, additions or improvements cause the rate of fire or other insurance on the Premises by companies acceptable to Landlord to be increased beyond the minimum rate from time to time applicable to the Premises for permitted uses thereof (as reasonably documented by Landlord), Tenant will pay as Additional Rent the amount of any such increase promptly upon demand by Landlord. Within thirty (30) days receipt of reasonable documentation from Landlord following the completion of any alteration, addition, or improvement at the Premises by Tenant that requires the prior consent of Landlord, Landlord will be reimbursed for any reasonable outside consultant or design professional costs actually incurred by Landlord to review any plans or supervise construction work (not to exceed the lesser of $1,500.00 or 5% of Tenant’s “hard” construction costs). No such reimbursement will be required for any alteration, addition or improvement that does not require the consent of Landlord.

ALTERATIONS. Except for cosmetic alterations and projects that do not exceed $100,000.00 during any calendar year of the Term that do not require a permit from the City of San Diego and that are not structural in nature (which cosmetic work shall require notice to Landlord but not Landlord’s consent), Tenant shall make no alterations, additions, decorations, or improvements (collectively referred to as “Alterations”) to the Premises without the prior written consent of Landlord. Landlord may impose, as a condition to its consent, any requirements that Landlord in its discretion may deem reasonable or desirable. Tenant shall use Landlord’s designated mechanical and electrical contractors, obtain all required permits for the Alterations and shall perform the work in compliance with all applicable laws, regulations and ordinances with contractors reasonably acceptable to Landlord. Landlord shall be entitled to a supervision fee in the amount of 5% of the cost of the Alterations. Landlord may elect to cause its architect to review Tenant’s architectural plans, and the reasonable cost of that review shall be reimbursed by Tenant. Should the Alterations proposed by Tenant and consented to by Landlord change the floor plan of the Premises, then Tenant shall, at its expense, furnish Landlord with as-built drawings and CAD disks compatible with Landlord’s systems. Unless Landlord otherwise agrees in writing, all Alterations affixed to the Premises, excluding however all Tenant Improvements constructed pursuant to the Work Letter, which Tenant shall have no obligation to remove or restore, and further excluding moveable trade fixtures and furniture, shall become the property of Landlord and shall be surrendered with the Premises at the end of the Term, except that Landlord may, by notice to Tenant in writing given at the time of Landlord’s approval of Tenant’s plans for any Alterations, require Tenant to remove by the Expiration Date or sooner termination date of this Lease, all or any Alterations installed either by Tenant or by Landlord at Tenant’s request (collectively, the “Required Removables”). In connection with its removal of Required Removables, Tenant shall repair any damage to the Premises arising from that removal and shall restore the affected area to its pre-existing condition, reasonable wear and tear excepted.

Alterations. Borrowers shall not, without first obtaining the Approval of Lender, commence, nor allow to be commenced, any construction, alteration or modification of any of the Properties, except for new construction, alterations or modifications at a Property the cost of which aggregates during any Loan Year less than Seven Hundred Fifty Thousand and No/100 Dollars ($750,000.00). Borrowers’ rights in the immediately preceding sentence shall be in addition to the following, each of which Borrowers shall have the right to perform without Lender’s Approval (and any amounts funded by Borrowers in connection with the following shall not count towards the numbers in the immediately preceding sentence): # decorative work performed in the ordinary course, # tenant improvements and other alterations performed as required under any Lease existing on the date of this Loan Agreement or entered into in accordance with the Loan Documents, and # alterations required for life/safety purposes or required to comply with Law.

Alterations. Tenant shall not make any change, addition, improvement or repair to the Premises (including, without limitation, the attachment of any fixture or equipment, or the addition of any pipe, line, wire, conduit or related facility for water, electricity, natural gas, telephone, sewer or other utility), unless such change, addition, improvement or repair # equals or exceeds the then-current standard for the Building and utilizes only new and first-grade materials, # is in conformity with all applicable laws, ordinances, regulations and requirements, and is made after obtaining any required permits and licenses, # is made with the prior written consent of Landlord, # is made pursuant to plans and specifications approved in writing in advance by Landlord, # is made after Tenant has provided to Landlord such indemnification or bonds, including, without limitation, a performance and completion bond, in such form and amount as may be satisfactory to Landlord, to protect against claims and liens for labor performed and materials furnished, and to insure the completion of any change, addition, improvement or repair, # is carried out by persons approved in writing by Landlord, who, if required by Landlord, deliver to Landlord before commencement of their work proof of such insurance coverage as Landlord may require, with Landlord named as an additional insured, and # is done only at such time and in such manner as Landlord may reasonably specify. Any such change, addition, improvement or repair shall immediately become the property of Landlord. Tenant shall promptly pay the entire cost of any such change, addition, improvement or repair. Tenant shall indemnify, defend and hold harmless Landlord from and against all liens, claims, damages, losses, liabilities and expenses, including attorneys’ fees, that may arise out of, or be connected in any way with, any such change, addition, improvement or repair. Within ten (10) days following the imposition of any lien resulting from any such change, addition, improvement or repair, Tenant shall cause such lien to be released of record by payment of money or posting of a proper bond.

Alterations. Notwithstanding any provisions of the Lease incorporated herein to the contrary, Sublessee shall not make any alterations, improvements or installations in the Subleased Premises without in each instance obtaining the prior written consent of both Lessor and Sublessor, which consent shall not be unreasonable withheld, conditioned or delayed by Sublessor but may be granted, withheld or conditioned by Lessor in its sole discretion. Notwithstanding the foregoing, Sublessor acknowledges and agrees that the plans and specifications for Sublessee’s initial improvements to the Subleased Premises attached hereto as Exhibit C (the “Plans and Specifications”) are deemed approved by Sublessor and Sublessor agrees to present the Plans and Specifications for Lessor’s approval promptly following the Effective Date. If Sublessor and Lessor consent to any such alterations, improvements or installations, Sublessee shall perform and complete such alterations, improvements and installations at its expense, in compliance with applicable laws and in compliance with Section 14 and other applicable provisions of the Lease and, to the extent that Lessor requires such removal, Sublessor may require Sublessee to remove any and all such alterations, improvements or installations, restore the Subleased Premises and repair any damage arising from such a removal or restoration at the expiration or early termination of the Sublease Term. If Sublessee performs any alterations, improvements or installations without obtaining the prior written consent of both Lessor and Sublessor, Sublessor may remove such alterations, improvements or installations, restore the Subleased Premises and repair any damage arising from such a removal or restoration, and Sublessee shall be liable to Sublessor for all costs and expenses incurred by Sublessor in the performance of such removal, repairs or restoration.

Alterations. Subtenant intends to make certain alterations, additions, improvements, modifications and decorations to the Sublease Premises (including, but not limited to, the construction of a large conference room, 3-4 private offices, paint, carpet, and modifications to the current mechanical and electrical systems required to make such improvements) (the “Planned Alterations”) at Subtenant’s sole cost and expense. Sublandlord hereby approves of the Planned Alterations as described in [Exhibit C] attached hereto, provided, however, that Master Landlord also approves of such Planned Alterations. Subtenant shall be responsible for preparation of working drawings prepared with respect to the Planned Alterations for review and approval by Subtenant and Master Landlord. Subtenant shall also obtain Master Landlord’s approval for Planned Alterations at Subtenant’s sole cost and expense. If Sublandlord incurs any expense in attempting to obtain Master Landlord’s approval for the Planned Alterations or any other matter in which Master Landlord’s consent is required on Subtenant’s behalf, Subtenant shall promptly reimburse Sublandlord for such expense. Unless otherwise agreed in writing by Sublandlord and Subtenant, all such Planned Alterations that are a part of, or that are permanently affixed to, the Sublease Premises shall be installed at the sole cost and expense of Subtenant and shall become the property of Sublandlord and shall remain upon and be surrendered with the Sublease Premises at the end of the Term. Notwithstanding the foregoing sentence, if Master Landlord requires the removal of the Planned Alterations at the end of the Term, Subtenant shall be solely responsible for their removal and shall, at its sole cost and expense, repair any damage caused to the Sublease Premises by the removal of the Planned Alterations.