Construction of Landlord's TI Work. Following completion of the Approved TI Plans, Landlord shall apply for and use reasonable efforts to obtain the necessary permits and approvals to allow construction of all Tenant Improvements; provided, however, at Tenant’s reasonable request, Landlord shall submit an earlier set of plans for plan check while the parties work to obtain the Approved TI Plans. Upon receipt of such permits and approvals, Landlord shall, at Tenant's expense (subject to Landlord's payment of the Tenant Improvement Allowance and, to the extent requested by Tenant, the Additional TI Allowance), construct and complete the Tenant Improvements substantially in accordance with the Approved TI Plans, subject to Unavoidable Delays and Tenant Delays (if any). Landlord shall use commercially reasonable efforts to complete the Tenant Improvements on or before ​, subject to Unavoidable Delays and Tenant Delays (if any). Such construction of the Tenant Improvements and Landlord’s Work shall be performed in a neat, good and workmanlike manner, free of defects, using new materials and equipment of good quality, and shall materially conform to all applicable laws, rules, regulations, codes, ordinances, requirements, covenants, conditions and restrictions applicable thereto in force at the time such work is completed. Landlord shall cause Hathaway Dinwiddie (so long as obtaining such bid does not delay the completion of Landlord’s TI Work), Landmark Builders, Dome Construction, XL Construction and any other potential general contractors requested by Tenant and reasonably approved by Landlord to bid on general conditions and fee for construction of the Tenant Improvements. All bids will be opened together with Tenant selecting the general contractor to construct the Tenant Improvements, subject to the reasonable approval of Landlord. Tenant shall have the right to value engineer the proposed Tenant Improvements before the final bid is selected. Tenant shall also have the right to approve all subcontractors engaged by the General Contractor, which subcontractors shall be competitively bid, and which approval shall not be unreasonably withheld, conditioned or delayed. Landlord shall enter into a stipulated sum or guaranteed maximum price construction contract with the General Contractor as selected by Tenant and approved by Landlord in the amount of the construction costs approved by Landlord and Tenant.

Tenant Delay: Any of the following types of delay in the completion of construction of Landlord's TI Work (but in each instance, only to the extent that any of the following has actually and proximately caused substantial completion of Landlord's TI Work to be delayed):

Any delay resulting from Tenant's failure to furnish, in a timely manner, information reasonably requested by Landlord or by Landlord's Project Manager in connection with the design or construction of Landlord's TI Work, or from Tenant's failure to approve in a timely manner any matters requiring approval by Tenant;

When Landlord receives written certification from Architect that construction of the Tenant Improvements and Landlord's Work has been completed for either the 2nd and 3rd floor portions of the Premises, or the 1st floor portion of the Premises, in each case in accordance with the Approved TI Plans and [Section 3(e)] below (except for Punch List Work), Landlord shall prepare and deliver to Tenant a certificate (or separate certificates for the Tenant Improvements and Landlord's Work) signed by Landlord, Architect and General Contractor (the "Substantial Completion Certificate") # certifying that the construction of the Tenant Improvements and Landlord's Work in such portion of the Premises has been substantially completed in a good and workmanlike manner in accordance with the Approved TI Plans and [Section 3(e)] below in all material respects, subject only to completion of Punch List Work, and specifying the date of that completion, and # certifying that the Tenant Improvements and Landlord's Work in such portion of the Premises comply in all material respects with all laws, rules, regulations, codes, ordinances, requirements, covenants, conditions and restrictions applicable thereto at the time of such delivery, including the ADA and all building codes.

Punch List Work: Minor corrections of construction or decoration details, and minor mechanical adjustments, that are required in order to cause any applicable portion of the Tenant Improvements or Landlord's Work as constructed to conform to the Approved TI Plans or this Tenant Work Letter in all material respects and that do not materially interfere with Tenant's use or occupancy of the Building and the Premises.

Landlord's TI Work: Any Tenant Improvements which Landlord is to construct or install pursuant to this Tenant Work Letter or by mutual agreement of Landlord and Tenant from time to time.

TI Account; TI Deposit Agreement. Notwithstanding anything in this Work Letter to the contrary, if ​’s construction lender requires that ​ deposit ​’s Contribution into a separate account with ​’s construction lender (the “TI

If Landlord determines at any time that changes in the Final TI Working Drawings or in any other aspect of the Approved TI Plans relating to any item of Landlord's TI Work are required as a result of applicable law or governmental requirements, or are required as a result of unanticipated conditions encountered in the course of construction, then Landlord shall promptly # advise Tenant of such circumstances and # at Tenant's sole cost and expense, subject to Landlord's payment of the Tenant Improvement Allowance and, to the extent requested by Tenant, the Additional TI Allowance, cause revised Final TI Working Drawings to be prepared by the Architect and submitted to Tenant, for Tenant's approval, which shall not be unreasonably withheld. Failure of Tenant to deliver to Landlord written notice of disapproval and specification of such required changes on or before any deadline reasonably specified by Landlord (which shall not be less than three (3) business days after delivery thereof to Tenant) shall constitute and be deemed to be a Tenant Delay to the extent Landlord is delayed in completing Landlord’s TI Work.

General Contractor: The general contractor selected by Landlord and reasonably approved by Tenant with respect to Landlord's TI Work. Tenant shall have no right to direct or control such General Contractor.

Changes to the ​’s Work required by the TI Construction Documents, other than changes to the ​’s Work relating to compliance with applicable laws obligations that are solely ​’s responsibility, pursuant to the express terms of this Work Letter,

Payment for Improvements. With respect to payments to be made to Tenant's contractors for any Alterations, Tenant shall # comply with Landlord's reasonable requirements for final lien releases and waivers in connection with Tenant's payment for work to contractors, and # cause Tenant's contractor to sign Landlord's standard contractor's rules and regulations. If Tenant orders any work directly from Landlord, in connection with all Alterations, Tenant shall pay Landlord an oversight fee equal to three percent (3%) of the hard costs of such work to compensate Landlord for all overhead, general conditions, fees, and other costs and expenses arising from Landlord's involvement in such work. In any event, Tenant shall reimburse Landlord for Landlord's reasonable, actual, out-of-pocket costs and expenses actually incurred in connection with such work.

Additional TI Allowance. Pursuant to the terms of [Section 4] of the Tenant Work Letter attached to the Lease as [Exhibit B], Tenant was entitled to an Additional TI Allowance of up to $ (the "Additional TI Allowance"). Notwithstanding any provision to the contrary contained in the Lease, Landlord and Tenant hereby acknowledge and agree that Tenant has utilized and /100 Dollars ($ . ) of the Additional TI Allowance (the "Utilized Additional TI Allowance").

or disapproving the SD TI Cost Proposal within five (5) business days following ​’s delivery of the SD TI Cost Proposal to ​. In the event that ​ shall disapprove of the SD TI Cost Proposal, ​ and ​ shall, expeditiously and in good faith, work with Architect and the Design-Assist Consultants to value-engineer and modify the TI Schematics and agree upon a mutually acceptable revised SD TI Cost Proposal.

Landlord's Property. All Alterations, improvements, fixtures, equipment and/or appurtenances which may be installed or placed in or about the Premises, from time to time, shall be at the sole cost of Tenant and all Alterations and improvements, shall be and become the property of Landlord and remain in place at the Premises following the expiration or earlier termination of this Lease. Notwithstanding the foregoing, Landlord may, by written notice to Tenant given at the time it consents to an Alteration, require Tenant, at Tenant's expense, to remove any Alterations within the Premises and to repair any damage to the Premises and Building caused by such removal. If Tenant fails to complete such removal and/or to repair any damage caused by the removal of any Alterations, Landlord may do so and may charge the cost thereof to Tenant. Tenant hereby protects, defends, indemnifies and holds Landlord harmless from any liability, cost, obligation, expense or claim of lien in any manner relating to the installation, placement, removal or financing of any such Alterations, improvements, fixtures and/or equipment in, on or about the Premises, which obligations of Tenant shall survive the expiration or earlier termination of this Lease. Notwithstanding the foregoing, except to the extent the same are paid for by the Tenant Improvement Allowance, the items set forth in [Exhibit F] attached hereto (the "Tenant's Property") shall at all times be and remain Tenant's property. [Exhibit F] may be updated from time to time by agreement of the parties. Tenant may remove the Tenant's Property from the Premises at any time, provided that Tenant repairs all damage caused by such removal. Landlord shall have no lien or other interest in the Tenant's Property.

Landlord's Consent. Landlord shall not unreasonably withhold or delay its consent to any proposed Transfer of the Subject Space to the Transferee on the terms specified in the Transfer Notice. Without limitation as to other reasonable grounds for withholding consent, the parties hereby agree that it shall be reasonable under this Lease and under any applicable law for Landlord to withhold consent to any proposed Transfer where one or more of the following apply:

Landlord's Cure. All covenants and agreements to be kept or performed by Tenant under this Lease shall be performed by Tenant at Tenant's sole cost and expense and without any reduction of Rent, except to the extent, if any, otherwise expressly provided herein. If Tenant shall fail to perform any obligation under this Lease, and such failure shall continue in excess of the time allowed under [Section 19.1.2], above, unless a specific time period is otherwise stated in this Lease, Landlord may, but shall not be obligated to, make any such payment or perform any such act on Tenant's part without waiving its rights based upon any default of Tenant and without releasing Tenant from any obligations hereunder.

Landlord's Title. Landlord's title is and always shall be paramount to the title of Tenant. Nothing herein contained shall empower Tenant to do any act which can, shall or may encumber the title of Landlord.

Payment for Improvements. In connection with any Alterations that affect the Building systems (other than minor changes such as adding or relocating electrical outlets and thermostats), or which have a cost in excess of ​, Tenant shall reimburse Landlord for Landlord's reasonable, actual, out-of-pocket costs and expenses actually incurred in connection with Landlord's review of such work.

Time of the Essence in This Tenant Work Letter. Unless otherwise indicated, all references herein to a "number of days" shall mean and refer to calendar days. Time is of the essence with respect to Tenant's and Landlord's obligations under this Tenant Work Letter.

Permits. Tenant shall cause Tenant’s Architect to promptly submit the Approved TI Construction Drawings to the appropriate authorities to obtain all city, county and state permits, authorizations and approvals (the “Permits”) which may be required to allow Tenant’s Contractor to commence and fully complete the construction of the Tenant Improvements described in the Approved TI Construction Drawings. Neither Landlord nor Landlord’s Architect shall be responsible for obtaining any Permits or the certificate of occupancy for the Premises, and that obtaining the same shall be Tenant’s responsibility; provided, however, that Landlord will cooperate with Tenant in executing permit applications and performing other ministerial acts reasonably necessary to enable Tenant to obtain any such Permit or certificate of occupancy. Any changes or modifications to the Approved TI Construction Drawings that may be necessary to obtain any such Permits, or which may be required by city officials or inspectors to comply with code rulings or interpretations, shall be prepared by Tenant’s Architect, at Tenant’s expense (provided that to the extent funds are available, such expense may be reimbursed from the Tenant Improvement Allowance), and submitted to Landlord for Landlord’s review and approval as a Plan Modification under [Section 2.2.6]. The procedure in [Section 2.2.5] for approval shall be pursued until Landlord approves the Plan Modification and all Permits have been obtained for the Approved TI Construction Drawings, as so amended.