Common use of ALTERATIONS AND IMPROVEMENTS BY TENANT Clause in Contracts

ALTERATIONS AND IMPROVEMENTS BY TENANT. Tenant shall make no alterations, decorations, installations, removals, additions or improvements in or to the Premises (“Alterations”) without Landlord’s prior written consent and then only those that are made by contractors or mechanics approved by Landlord. No installations or work shall be undertaken or begun by Tenant until: (i) Landlord has approved written plans and specifications and a time schedule for such work; (ii) Tenant has made provision for either written waivers of liens from all contractors, laborers and suppliers of materials for such installations or work, with respect to any Alterations with an aggregate cost in excess of $200,000.00, the filing of lxxx xxxxx on behalf of such contractors, laborers and suppliers, or other appropriate protective measures approved by Landlord; and (iii) with respect to any Alterations with an aggregate cost in excess of $200,000.00, Tenant has procured appropriate surety payment and performance bonds. No amendments or additions to such plans and specifications shall be made without the prior written consent of Landlord. Lxxxxxxx’s consent and approval required under this Article 12 shall not be unreasonably withheld. Lxxxxxxx’s approval is solely given for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of Txxxxx’s plans for any purpose whatsoever. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Txxxxx’s plans shall in no event relieve Tenant of the responsibility for such design. Landlord shall have no liability or responsibility for any claim, injury or damage alleged to have been caused by the particular materials, whether building standard or non-building standard, appliances or equipment selected by Tenant in connection with any work performed by or on behalf of Tenant in the Premises including, without limitation, furniture, carpeting, copiers, laser printers, computers and refrigerators. Any such Alterations shall be done at Tenant’s sole expense and at such times and in such manner as Landlord may from time to time reasonably designate, pursuant to uniformly enforced, non-discriminatory construction rules and regulations in effect for the Building. Tenant shall reimburse Landlord, as Additional Rent, for any reasonable, out-of-pocket third-party costs (including engineers’ and architects’ fees and expenses but excluding in-house personnel of Landlord or its parent company) incurred by Landlord in connection with review and approval of the plans and specifications, and, with respect to Alterations that are structural or that materially affect the building systems, any inspections or other oversight by or on behalf of Landlord during the performance of such Alterations. Except for such out-of-pocket expenses, Landlord will not charge Tenant any construction management or supervisory fee in connection with Alterations, unless Landlord and Tenant otherwise agree that Landlord will manage the performance of such Alterations on Txxxxx’s behalf. If Tenant shall make any Alterations, then Landlord may elect to require Tenant at the expiration or sooner termination of the Term of this Lease to restore the Premises to substantially the same condition as existed at the Commencement Date. Landlord agrees that Tenant will only be required to remove above-standard office improvements (including, without limitation, attached or built in fixtures, equipment and appurtenances) and, except as set forth below, will not have any obligation to remove any of Landlord’s Work or the existing internal staircase(s) in the Premises. Notwithstanding the foregoing, Tenant shall at the election of Landlord remove any refrigerators and refrigeration equipment, including any associated taps, in the Premises, however affixed, and the so-called bleachers located in the first floor portion of the Premises. If Tenant so requests in writing at the time that Txxxxx requests Lxxxxxxx’s approval of such Alterations, Lxxxxxxx agrees to make such election at the time that Landlord approves Tenant’s plans for any such Alterations. Notwithstanding anything to the contrary herein contained, Tenant shall have the right, without obtaining Landlord’s consent, to make interior nonstructural Alterations costing not more than $200,000.00, provided however that:

ALTERATIONS AND IMPROVEMENTS BY TENANT. Tenant shall make no alterations, decorations, installations, removals, additions structural changes respecting the Premises or improvements in the Building (or to the mechanical or building systems of the Building) and shall make no changes of any kind respecting the Premises (“Alterations”) or the Building which are visible from the exterior of the Premises without Landlord’s prior written consent, to be granted or withheld in Landlord’s sole discretion. Except for the initial upfitting of the Premises in accordance with the Plans, any other interior, nonstructural changes or other alterations, additions, or improvements to the Premises (including without limitation, repairs or replacement of the HVAC system serving the Premises in accordance with Section 10 herein) shall not require Landlord’s consent and then only those that are made by contractors or mechanics approved by Landlord. No installations or work (so long as such alterations do not impact any base building systems), however, Tenant shall be undertaken or begun by Tenant until: provide Landlord with at least ten (i10) Landlord has approved days advance written plans and specifications notice of such alterations and a time schedule copy of the plans for such work; interior, nonstructural alterations. All alterations, additions or improvements, including without limitation all partitions, walls, railings, carpeting, floor and wall coverings and other fixtures (iiexcluding, however, Tenant’s trade fixtures as described in the paragraph entitled “Trade Fixtures and Equipment” below) Tenant has made provision for either written waivers of liens from all contractorsby, laborers and suppliers of materials for such installations or work, with respect to any Alterations with an aggregate cost in excess of $200,000.00, the filing of lxxx xxxxx on behalf of such contractors, laborers and suppliersfor, or other appropriate protective measures approved by Landlord; and (iii) with respect to any Alterations with an aggregate cost in excess at the direction of $200,000.00Tenant shall, Tenant has procured appropriate surety payment and performance bonds. No amendments or additions to such plans and specifications shall be made without when made, become the prior written consent of Landlord. Lxxxxxxx’s consent and approval required under this Article 12 shall not be unreasonably withheld. Lxxxxxxx’s approval is solely given for the benefit property of Landlord, and neither Tenant nor any third party shall have the right to rely upon at Landlord’s approval of Txxxxx’s plans for any purpose whatsoever. Without limiting sole election, and shall, unless otherwise specified by Landlord at the foregoingtime Landlord gives its consent thereto, Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of remain upon the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Txxxxx’s plans shall in no event relieve Tenant of the responsibility for such design. Landlord shall have no liability or responsibility for any claim, injury or damage alleged to have been caused by the particular materials, whether building standard or non-building standard, appliances or equipment selected by Tenant in connection with any work performed by or on behalf of Tenant in the Premises including, without limitation, furniture, carpeting, copiers, laser printers, computers and refrigerators. Any such Alterations shall be done at Tenant’s sole expense and at such times and in such manner as Landlord may from time to time reasonably designate, pursuant to uniformly enforced, non-discriminatory construction rules and regulations in effect for the Building. Tenant shall reimburse Landlord, as Additional Rent, for any reasonable, out-of-pocket third-party costs (including engineers’ and architects’ fees and expenses but excluding in-house personnel of Landlord or its parent company) incurred by Landlord in connection with review and approval of the plans and specifications, and, with respect to Alterations that are structural or that materially affect the building systems, any inspections or other oversight by or on behalf of Landlord during the performance of such Alterations. Except for such out-of-pocket expenses, Landlord will not charge Tenant any construction management or supervisory fee in connection with Alterations, unless Landlord and Tenant otherwise agree that Landlord will manage the performance of such Alterations on Txxxxx’s behalf. If Tenant shall make any Alterations, then Landlord may elect to require Tenant at the expiration or sooner earlier termination of this Lease. Notwithstanding anything contained herein to the contrary, all alterations and improvements undertaken by Tenant shall be consistent with the then-existing quality, color scheme (where appropriate), general aesthetic appearance and tenor of the balance of the Building and, in any event, Landlord may withhold its consent, to the extent consent is required hereunder, to any proposed alteration or improvement by Tenant unless Tenant agrees to remove said improvement at the end of the Term of this Lease to and/or restore the Premises to substantially the same condition as in which it existed at prior to the Commencement Date. Landlord agrees that Tenant will only be required to remove above-standard office improvements (including, without limitation, attached or built in fixtures, equipment and appurtenances) and, except as set forth below, will not have any obligation to remove any of Landlord’s Work or the existing internal staircase(s) in the Premises. Notwithstanding the foregoing, Tenant shall at the election of Landlord remove any refrigerators and refrigeration equipment, including any associated taps, in the Premises, however affixed, and the so-called bleachers located in the first floor portion undertaking of the Premises. If Tenant so requests in writing at the time that Txxxxx requests Lxxxxxxx’s approval of such Alterations, Lxxxxxxx agrees to make such election at the time that Landlord approves Tenant’s plans for any such Alterations. Notwithstanding anything to the contrary herein contained, Tenant shall have the right, without obtaining Landlord’s consent, to make interior nonstructural Alterations costing not more than $200,000.00, provided however that:proposed alteration or improvement.

ALTERATIONS AND IMPROVEMENTS BY TENANT. Tenant shall make no alterations, decorations, installations, removals, additions or improvements in or to the Premises (“Alterations”) without Landlord’s prior written consent and then only those that are made by contractors or mechanics approved by Landlord. No installations or work shall be undertaken or begun by Tenant until: (i) Landlord has approved written plans and specifications and a time schedule for such work; (ii) Tenant has made provision for either written waivers of liens from all contractors, laborers and suppliers of materials for such installations or work, with respect to any Alterations with an aggregate cost in excess of $200,000.00, the filing of lxxx xxxx xxxxx on behalf of such contractors, laborers and suppliers, or other appropriate protective measures approved by Landlord; and (iii) with respect to any Alterations with an aggregate cost in excess of $200,000.00, Tenant has procured appropriate surety payment and performance bonds. No amendments or additions to such plans and specifications shall be made without the prior written consent of Landlord. LxxxxxxxXxxxxxxx’s consent and approval required under this Article 12 shall not be unreasonably withheld. LxxxxxxxXxxxxxxx’s approval is solely given for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of TxxxxxXxxxxx’s plans for any purpose whatsoever. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of TxxxxxXxxxxx’s plans shall in no event relieve Tenant of the responsibility for such design. Landlord shall have no liability or responsibility for any claim, injury or damage alleged to have been caused by the particular materials, whether building standard or non-building standard, appliances or equipment selected by Tenant in connection with any work performed by or on behalf of Tenant in the Premises including, without limitation, furniture, carpeting, copiers, laser printers, computers and refrigerators. Any such Alterations shall be done at Tenant’s sole expense and at such times and in such manner as Landlord may from time to time reasonably designate, pursuant to uniformly enforced, non-discriminatory construction rules and regulations in effect for the Building. Tenant shall reimburse Landlord, as Additional Rent, for any reasonable, out-of-pocket third-party costs (including engineers’ and architects’ fees and expenses but excluding in-house personnel of Landlord or its parent company) incurred by Landlord in connection with review and approval of the plans and specifications, and, with respect to Alterations that are structural or that materially affect the building systems, any inspections or other oversight by or on behalf of Landlord during the performance of such Alterations. Except for such out-of-pocket expenses, Landlord will not charge Tenant any construction management or supervisory fee in connection with Alterations, unless Landlord and Tenant otherwise agree that Landlord will manage the performance of such Alterations on TxxxxxXxxxxx’s behalf. If Tenant shall make any Alterations, then Landlord may elect to require Tenant at the expiration or sooner termination of the Term of this Lease to restore the Premises to substantially the same condition as existed at the Commencement Date. Landlord agrees that Tenant will only be required to remove above-standard office improvements (including, without limitation, attached or built in fixtures, equipment and appurtenances) and, except as set forth below, will not have any obligation to remove any of Landlord’s Work or the existing internal staircase(s) in the Premises. Notwithstanding the foregoing, Tenant shall at the election of Landlord remove any refrigerators and refrigeration equipment, including any associated taps, in the Premises, however affixed, and the so-called bleachers located in the first floor portion of the Premises. If Tenant so requests in writing at the time that Txxxxx Xxxxxx requests LxxxxxxxXxxxxxxx’s approval of such Alterations, Lxxxxxxx Xxxxxxxx agrees to make such election at the time that Landlord approves Tenant’s plans for any such Alterations. Notwithstanding anything to the contrary herein contained, Tenant shall have the right, without obtaining Landlord’s consent, to make interior nonstructural Alterations costing not more than $200,000.00, provided however that:

ALTERATIONS AND IMPROVEMENTS BY TENANT. Tenant shall make no alterations, decorations, installations, removals, additions or improvements in or to the Premises (“Alterations”) without Landlord’s prior written consent and then only those that are made by contractors or mechanics approved by Landlord. No installations or work shall be undertaken or begun by Tenant until: (i) Landlord has approved written plans and specifications and a time schedule for such work; (ii) Tenant has made provision for either written waivers of liens from all contractors, laborers and suppliers of materials for such installations or work, with respect to any Alterations with an aggregate cost in excess of $200,000.00, the filing of lxxx xxxxx on behalf of such contractors, laborers and suppliers, or other appropriate protective measures approved by Landlord; and (iii) with respect to any Alterations with an aggregate cost in excess of $200,000.00, Tenant has procured appropriate surety payment and performance bonds. No amendments or additions to such plans and specifications shall be made without the prior written consent of Landlord. Lxxxxxxx’s consent and approval required under this Article 12 13 shall not be unreasonably withheld. Lxxxxxxx’s approval is solely given for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of Txxxxx’s plans for any purpose whatsoever. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Txxxxx’s plans shall in no event relieve Tenant of the responsibility for such design. Landlord shall have no liability or responsibility for any claim, injury or damage alleged to have been caused by the particular materials, whether building standard or non-building standard, appliances or equipment selected by Tenant in connection with any work performed by or on behalf of Tenant in the Premises including, without limitation, furniture, carpeting, copiers, laser printers, computers and refrigerators. Any such Alterations shall be done at Tenant’s sole expense and at such times and in such manner as Landlord may from time to time reasonably designate, pursuant to uniformly enforced, non-discriminatory construction rules and regulations in effect for the Building. Tenant shall reimburse Landlord, as Additional Rent, for any reasonable, out-of-pocket third-party costs (including engineers’ and architects’ fees and expenses but excluding in-house personnel of Landlord or its parent company) incurred by Landlord in connection with review and approval of the plans and specifications, and, with respect to Alterations that are structural or that materially affect the building systems, any inspections or other oversight by or on behalf of Landlord during the performance of such Alterations. Except for such out-of-pocket expenses, Landlord will not charge Tenant any construction management or supervisory fee in connection with AlterationsAlterations including the Tenant Work, unless Landlord and Tenant otherwise agree that Landlord Lxxxxxxx will manage the performance of such Alterations on Txxxxx’s behalf. If Tenant shall make any Alterations, then Landlord may elect to require Tenant at the expiration or sooner termination of the Term of this Lease to restore the Premises to substantially the same condition as existed at the Commencement Date. Landlord agrees that Tenant will only be required to remove above-standard above‑standard office improvements (including, without limitation, attached or built in fixtures, equipment and appurtenances) and, except as set forth below, will not have any obligation to remove any of Landlord’s Work or the existing internal staircase(s) in the Premises. Notwithstanding the foregoing, Tenant shall at the election of Landlord remove any refrigerators and refrigeration equipment, including any associated taps, in the Premises, however affixed, and the so-called bleachers located in the first floor portion of the Premises. If Tenant so requests in writing at the time that Txxxxx requests Lxxxxxxx’s approval of such Alterations, Lxxxxxxx agrees to make such election at the time that Landlord approves Tenant’s plans for any such Alterations. Notwithstanding anything to the contrary herein contained, Tenant shall have the right, without obtaining Landlord’s consent, to make interior nonstructural Alterations costing not more than $200,000.00150,000.00, provided however that:

ALTERATIONS AND IMPROVEMENTS BY TENANT. Tenant shall make no alterations, decorations, installations, removals, additions or improvements in or to the Premises (“Alterations”) without Landlord’s prior written consent and then only those that are made by contractors or mechanics approved by Landlord. No installations or work shall be undertaken or begun by Tenant until: (i) Landlord has approved written plans and specifications and a time schedule for such work; (ii) Tenant has made provision for either written waivers of liens from all contractors, laborers and suppliers of materials for such installations or work, with respect to any Alterations with an aggregate cost in excess of $200,000.00, the filing of lxxx xxxx xxxxx on behalf of such contractors, laborers and suppliers, or other appropriate protective measures approved by Landlord; and (iii) with respect to any Alterations with an aggregate cost in excess of $200,000.00, Tenant has procured appropriate surety payment and performance bondsbonds with respect to work, the cost of which exceeds Seventy-Five Thousand and 00/100 Dollars ($75,000.00). No amendments or additions to such plans and specifications shall be made without the prior written consent of Landlord. LxxxxxxxXxxxxxxx’s consent and approval required under this Article 12 shall not be unreasonably withheld. LxxxxxxxXxxxxxxx’s approval is solely given for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of TxxxxxXxxxxx’s plans for any purpose whatsoever. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of TxxxxxXxxxxx’s plans shall in no event relieve Tenant of the responsibility for such design. Landlord shall have no liability or responsibility for any claim, injury or damage alleged to have been caused by the particular materials, whether building standard or non-building standard, appliances or equipment selected by Tenant in connection with any work performed by or on behalf of Tenant in the Premises including, without limitation, furniture, carpeting, copiers, laser printers, computers and refrigerators. Any such Alterations shall be done at Tenant’s sole expense and at such times and in such manner as Landlord may from time to time reasonably designate, pursuant to uniformly enforced, non-discriminatory construction rules and regulations in effect for the Building. Tenant shall reimburse Landlord, as Additional Rent, for any reasonable, out-of-pocket third-party costs pay Landlord an oversight fee equal to three percent (including engineers’ and architects’ fees and expenses but excluding in-house personnel of Landlord or its parent company3%) incurred by Landlord in connection with review and approval of the plans and specifications, and, with respect to Alterations that are structural or that materially affect the building systems, hard costs of any inspections or other oversight by or on behalf of Landlord during the performance of such Alterations. Except for such out-of-pocket expenses, Landlord will not charge Tenant any construction management or supervisory fee in connection with Alterations, unless Landlord and Tenant otherwise agree that Landlord will manage the performance of such Alterations on Txxxxx’s behalfwork. If Tenant shall make any Alterations, then Landlord may elect to require Tenant at the expiration or sooner termination of the Term of this Lease to restore the Premises to substantially the same condition as existed at the Commencement Date. Landlord agrees that Tenant will only be required to remove above-standard office improvements (including, without limitation, attached or built in fixtures, equipment and appurtenances) and, except as set forth below, will not have any obligation to remove any of Landlord’s Work or the existing internal staircase(s) in the Premises. Notwithstanding the foregoing, Tenant shall at the election of Landlord remove any refrigerators and refrigeration equipment, including any associated taps, in the Premises, however affixed, and the so-called bleachers located in the first floor portion of the Premises. If Tenant so requests in writing at the time that Txxxxx Xxxxxx requests LxxxxxxxXxxxxxxx’s approval of such Alterations, Lxxxxxxx Xxxxxxxx agrees to make such election at the time that Landlord approves Tenant’s plans for any such Alterations. Notwithstanding anything to the contrary herein contained, Tenant shall have the right, without obtaining Landlord’s consentconsent and without paying the aforesaid oversight fee, to make interior nonstructural Alterations costing not more than Seventy-Five Thousand and 00/100 Dollars ($200,000.0075,000.00) in each instance, provided however that:

ALTERATIONS AND IMPROVEMENTS BY TENANT. Except as specifically set forth in this Article 12, Tenant shall make no alterations, decorations, installations, removals, additions or improvements in or to the Premises (“Alterations”) without Landlord’s prior written consent and then only those that are made by contractors or mechanics approved by Landlord. No installations or work shall be undertaken or begun by Tenant until: (i) Landlord has approved written plans and specifications and a time schedule for such workwork (which approval shall not be unreasonably withheld, delayed or conditioned); and (ii) with respect to any Alterations in excess of One Hundred Fifty Thousand and 00/100 Dollars ($150,000.00), Tenant has made provision for either written waivers of liens from all contractors, laborers and suppliers of materials for such installations or work, with respect to any Alterations with an aggregate cost in excess of $200,000.00, the filing of lxxx xxxx xxxxx on behalf of such contractors, laborers and suppliers, or other appropriate protective measures approved by Landlord; and (iii) with respect to any Alterations with an aggregate cost in excess of One Hundred Fifty Thousand and 00/100 Dollars ($200,000.00150,000.00), Tenant has procured appropriate surety payment and performance bonds. No amendments or additions to such plans and specifications shall be made without the prior written consent of Landlord. LxxxxxxxLandlord’s consent and approval required under this Article 12 shall not be unreasonably withheld. LxxxxxxxLandlord’s approval is solely given for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of TxxxxxTenant’s plans for any purpose whatsoever. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of TxxxxxTenant’s plans shall in no event relieve Tenant of the responsibility for such design. Except to the extent expressly due to Landlord’s or its agents negligence or willful misconduct, Landlord shall have no liability or responsibility for any claim, injury or damage alleged to have been caused by the particular materials, whether building standard or non-building standard, appliances or equipment selected by Tenant in connection with any work performed by or on behalf of Tenant in the Premises including, without limitation, furniture, carpeting, copiers, laser printers, computers and refrigerators. Any such Alterations shall be done at Tenant’s sole expense and at such times and in such manner as Landlord may from time to time reasonably designate, pursuant to uniformly enforced, non-discriminatory construction rules and regulations in effect for the Building. Tenant shall reimburse Landlord, as Additional Rent, for any reasonable, out-of-pocket third-party pay Landlord an oversight fee equal to two percent (2%) of the hard costs (including engineers’ e.g., labor, materials and architects’ general conditions, but specifically excluding architectural fees, engineering fees and expenses but excluding in-house personnel of Landlord or its parent companypermit fees) incurred by Landlord in connection with review and approval of the plans and specifications, and, with respect to Alterations that are structural or that materially affect the building systems, any inspections or other oversight by or on behalf cost of Landlord during the performance of any such Alterations. Except for work; provided, however, that such out-of-pocket expenses, Landlord will oversight fee shall not charge apply to any Cosmetic Alterations performed by Tenant any construction management or supervisory fee in connection with Alterations, unless Landlord and Tenant otherwise agree that Landlord will manage the performance of such Alterations on Txxxxx’s behalfPremises. If Tenant shall make any Alterations, then Landlord may elect to require Tenant at the expiration or sooner termination of the Term of this Lease to restore the Premises to substantially the same condition as existed at the Commencement Date. Landlord agrees that Tenant will only be required to remove above-standard office improvements (including, without limitation, attached or built in fixtures, equipment and appurtenances) and, except as set forth below, will not have any obligation to remove any of Landlord’s Work or the existing internal staircase(s) in the Premises. Notwithstanding the foregoing, Tenant shall at the election of Landlord remove any refrigerators and refrigeration equipment, including any associated taps, in the Premises, however affixed, and the so-called bleachers located in the first floor portion of the Premises. If Tenant so requests in writing at the time that Txxxxx requests Lxxxxxxx’s approval of such Alterations, Lxxxxxxx agrees to make such election at the time that Landlord approves Tenant’s plans for any such Alterations. Tenant shall pay, as an additional charge, the entire increase in real estate taxes on the Building which shall, at any time prior to or after the Commencement Date, result from or be attributable to any Alterations by or for the account of Tenant in excess of those commonly found in offices in the Reston, Virginia market area. Notwithstanding anything to the contrary herein contained, Tenant shall have the right, without obtaining Landlord’s consent, to make interior nonstructural Alterations alterations, additions, or improvements costing not more than Two Hundred Thousand and 00/100 Dollars ($200,000.00), provided however that:

ALTERATIONS AND IMPROVEMENTS BY TENANT. Tenant shall make no alterations, decorations, installations, removals, additions or improvements (collectively, "Alterations") in or to the Premises (“Alterations”) premises without Landlord’s 's prior written consent and then only those that are (i) which equal or exceed the specifications and quantities provided in Exhibit 3, and (ii) made by contractors or mechanics approved by Landlord. No installations or work shall be undertaken or begun by Tenant until: (i) Landlord has approved written plans and specifications and a time schedule for such work; (ii) Tenant has made provision for either written waivers of liens from all contractors, laborers and suppliers of materials for such installations or work, with respect to any Alterations with an aggregate cost in excess of $200,000.00, the filing of lxxx xxxx xxxxx on behalf of such contractors, laborers and suppliers, or other appropriate protective measures approved by Landlord; and (iii) with respect to any Alterations with an aggregate if the cost in excess of such work exceeds $200,000.00, 25,000.00 Tenant has procured appropriate surety payment and performance bonds. No amendments or additions to such plans and specifications shall be made without the prior written consent of Landlord. Lxxxxxxx’s Landlord's consent and approval required under this Article 12 shall not be unreasonably withheld, conditioned or delayed. Lxxxxxxx’s Landlord agrees to review and respond to Tenant's request for consent to any alterations, additions or improvements within ten (10) business days of Tenant's request for consent. If Landlord does not consent to the same, it shall specify in writing the reasons for withholding such consent. Landlord's approval is solely given for the benefit of Landlord, Landlord and neither Tenant nor any third party shall have the right to rely upon Landlord’s 's approval of Txxxxx’s Tenant's plans for any purpose whatsoever. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of Tenant’s 's plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises premises and the placement of Tenant’s furniture's Furniture, appliances and equipment), and Landlord’s 's approval of Txxxxx’s Tenant's plans shall in no event relieve Tenant of the responsibility for such design. Landlord shall have no liability or responsibility for any claim, injury or damage alleged to have been caused by the particular materials, whether building standard or non-building non- building, standard, appliances or equipment selected by Tenant in connection with any work performed by or on behalf of Tenant in the Premises premises including, without limitation, furniture, carpeting, copiers, laser printers, computers and refrigerators. Any such Alterations shall be done at Tenant’s 's sole expense and at such times and in such manner as Landlord reasonably may from time to time reasonably designate, pursuant to uniformly enforced, non-discriminatory construction rules and regulations in effect for the Building. Tenant shall reimburse Landlord, as Additional Rent, for any reasonable, out-of-pocket third-party costs (including engineers’ and architects’ fees and expenses but excluding in-house personnel of Landlord or its parent company) incurred by Landlord in connection with review and approval of the plans and specifications, and, with respect to Alterations that are structural or that materially affect the building systems, any inspections or other oversight by or on behalf of Landlord during the performance of such Alterations. Except for such out-of-pocket expenses, Landlord will not charge Tenant any construction management or supervisory fee in connection with Alterations, unless Landlord and Tenant otherwise agree that Landlord will manage the performance of such Alterations on Txxxxx’s behalf. If Tenant shall make any Alterations, Alterations then Landlord may elect to require the Tenant at the expiration or sooner termination of the Term term of this Lease to restore the Premises premises to substantially the same condition as existed at the Term Commencement Date. , but Landlord agrees that shall not require Tenant will only be required to remove above-standard office the initial improvements shown on Exhibit 10 (including, without limitation, if attached or built in fixtures, equipment and appurtenances) and, except as set forth below, will not have any obligation to remove any of Landlord’s Work or the existing internal staircase(s) in the Premises. Notwithstanding the foregoing, Tenant shall at the election of Landlord remove any refrigerators and refrigeration equipment, including any associated taps, in the Premises, however affixedhereto), and Landlord hereby consents to the so-called bleachers located in the first floor portion installation of the Premisessame. If Tenant so requests in writing writing, at the time that Txxxxx requests Lxxxxxxx’s approval of Tenant gives Landlord its written request for Landlord's consent to any such Alterations, Lxxxxxxx agrees to Landlord shall make such election at the time that Landlord approves Tenant’s plans gives its written consent to such Alteration. Tenant shall pay, as an additional charge, the entire increase in real estate taxes on the Building which shall, at any time prior to or after the Term Commencement Date, result from or be attributable to any Alteration to the premises made by or for any such Alterationsthe account of Tenant in excess of the specifications and quantities provided in Exhibit 3. Notwithstanding anything to the contrary herein contained, Tenant shall have the right, without obtaining Landlord’s 's consent, to make interior nonstructural Alterations costing not more than $200,000.00alterations, additions, or improvements, provided however thatthat Tenant:

ALTERATIONS AND IMPROVEMENTS BY TENANT. Tenant shall make no alterations, decorations, installations, removals, additions or improvements in or to the Premises or the Building (“hereinafter collectively referred to as "Alterations”") without Landlord’s 's prior written consent and then only those that are made by contractors or mechanics approved by Landlord. No installations or work shall be undertaken or begun by Tenant until: (i) Landlord has approved written plans and specifications specifications, which are sufficiently detailed to obtain a building permit, and a time schedule for such work; (ii) Tenant has made provision for either written waivers of liens from all contractors, laborers and suppliers of materials for such installations or work, with respect to any Alterations with an aggregate cost in excess of $200,000.00, the filing of lxxx xxxxx lien bonds on behalf of such contractors, laborers and suppliers, or other appropriate xxxxx xxxropriate protective measures approved by Landlord; and (iii) with respect to any Alterations with an aggregate cost in excess of $200,000.00, Tenant has procured appropriate surety payment and performance bonds. No amendments or additions to such plans and specifications shall be made without the prior written consent of Landlord. Lxxxxxxx’s consent and approval required under this Article 12 shall not be unreasonably withheld. Lxxxxxxx’s Landlord's approval is solely given for the benefit of Landlord, Landlord and neither Tenant nor any third party shall have the right to rely upon Landlord’s 's approval of Txxxxx’s Tenant's plans for any purpose whatsoever. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of Tenant’s 's plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s 's furniture, appliances and equipment), and Landlord’s 's approval of Txxxxx’s Tenant's plans shall in no event relieve relive Tenant of the responsibility for such design. Landlord shall have no liability or responsibility for any claim, injury or damage alleged to have been caused by the particular materials, whether building standard or non-building standard, appliances or equipment selected by Tenant in connection with any work performed by or on behalf of Tenant in the Premises including, without limitation, furniture, carpeting, copiers, laser printers, computers and refrigerators. Any such Alterations shall be done at Tenant’s 's sole expense expense, except to the extent such work is included in the Tenant Improvement Work as defined in Article 4 hereof, and at such times and in such manner as Landlord may from time to time reasonably designate, pursuant to uniformly enforced, non-discriminatory construction rules and regulations in effect for the Building. Tenant shall reimburse Landlord, as Additional Rent, for any reasonable, out-of-pocket third-party costs (including engineers’ and architects’ fees and expenses but excluding in-house personnel of Landlord or its parent company) incurred by Landlord in connection with review and approval of the plans and specifications, and, with respect to Alterations that are structural or that materially affect the building systems, any inspections or other oversight by or on behalf of Landlord during the performance of such Alterations. Except for such out-of-pocket expenses, Landlord will not charge Tenant any construction management or supervisory fee in connection with Alterations, unless Landlord and Tenant otherwise agree that Landlord will manage the performance of such Alterations on Txxxxx’s behalf. If Tenant shall make any Alterations, Alterations as provided above then Landlord may elect to require the Tenant at the expiration or sooner termination of the Term term of this Lease to restore the Premises to substantially the same condition as existed at the Term Commencement Date. Should Tenant make any Alterations without the prior approval of Landlord, or use a contractor not expressly approved by Landlord, Landlord agrees may, at any time during the term of this Lease, require that Tenant will only be required remove all or part of the alterations and return the Premises to remove above-standard office improvements (including, without limitation, attached or built the condition it was in fixtures, equipment and appurtenances) and, except as set forth below, will not have any obligation prior to remove any the making of Landlord’s Work or the existing internal staircase(s) in the PremisesAlterations. Notwithstanding the foregoing, Tenant shall at the election of Landlord remove any refrigerators and refrigeration equipment, including any associated taps, in the Premises, however affixed, and the so-called bleachers located in the first floor portion of the Premises. If Tenant so requests in writing at the time that Txxxxx requests Lxxxxxxx’s approval of such Alterations, Lxxxxxxx agrees to make such election at the time that Landlord approves Tenant’s plans for any such Alterations. Notwithstanding anything to the contrary herein contained, Tenant shall have the right, without obtaining Landlord’s consent, right to make interior nonstructural Alterations costing non-structural alterations (not more than in excess of $200,000.00, provided however that:20,000.00 in the aggregate) and to install decorative items on the interior of the Premises without Landlord's approval.

ALTERATIONS AND IMPROVEMENTS BY TENANT. (a) Tenant shall make no alterations, decorations, installations, removalsremovals (other than Tenant's Trade Fixtures, which Tenant has the right to remove pursuant to Article 11), additions or improvements in or to the Premises (“Alterations”) premises without Landlord’s 's prior written consent and then only those that are made by contractors or mechanics approved by Landlord. Except for installation of conduit and wiring to serve Tenant's telecommunications needs (which may be only if Tenant has obtained Landlord's prior written consent), and except in connection with the initial Tenant Work described on Exhibit 4-I, Tenant shall have no right to make alterations, installations or removals outside of the premises. No installations or work shall be undertaken or begun by Tenant until: (i) Landlord has approved written plans and specifications and a time schedule for such work; (ii) Tenant has made provision for either written waivers of liens from all contractors, laborers and suppliers of materials for such installations or work, with respect to any Alterations with an aggregate cost in excess of $200,000.00, the filing of lxxx xxxx xxxxx on behalf of such contractors, laborers and suppliers, or other appropriate protective measures approved by Landlord; and (iii) with respect to the Required Tenant Work and any Alterations with an aggregate future installations or work, the cost in excess of which exceeds $200,000.00250,000.00, Tenant has procured appropriate surety payment and performance bonds. Notwithstanding the foregoing, the provisions of clause (iii) of this Article 12 shall not apply if the aggregate net worth of the entity holding Tenant's interest and of any and all other parties responsible for all of the obligations and liabilities of Tenant hereunder (collectively "Responsible Parties") as of the time of the installation or work (as evidenced by financial statements, in form reasonably acceptable to Landlord and prepared and certified by an independent certified public account reasonably acceptable to Landlord) is at least One Hundred Million and 00/100 ($100,000,000) Dollars. Initially, the only Responsible Parties are Tenant and the Guarantor, SMTC Corporation. No amendments or additions to such plans and specifications shall be made without the prior written consent of Landlord. Lxxxxxxx’s consent and approval required under this Article 12 shall not be unreasonably withheld. Lxxxxxxx’s approval is solely given for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of Txxxxx’s plans for any purpose whatsoever. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Txxxxx’s plans shall in no event relieve Tenant of the responsibility for such design. Landlord shall have no liability or responsibility for any claim, injury or damage alleged to have been caused by the particular materials, whether building standard or non-building standard, appliances or equipment selected by Tenant in connection with any work performed by or on behalf of Tenant in the Premises including, without limitation, furniture, carpeting, copiers, laser printers, computers and refrigerators. Any such Alterations shall be done at Tenant’s sole expense and at such times and in such manner as Landlord may from time to time reasonably designate, pursuant to uniformly enforced, non-discriminatory construction rules and regulations in effect for the Building. Tenant shall reimburse Landlord, as Additional Rent, for any reasonable, out-of-pocket third-party costs (including engineers’ and architects’ fees and expenses but excluding in-house personnel of Landlord or its parent company) incurred by Landlord in connection with review and approval of the plans and specifications, and, with respect to Alterations that are structural or that materially affect the building systems, any inspections or other oversight by or on behalf of Landlord during the performance of such Alterations. Except for such out-of-pocket expenses, Landlord will not charge Tenant any construction management or supervisory fee in connection with Alterations, unless Landlord and Tenant otherwise agree that Landlord will manage the performance of such Alterations on Txxxxx’s behalf. If Tenant shall make any Alterations, then Landlord may elect to require Tenant at the expiration or sooner termination of the Term of this Lease to restore the Premises to substantially the same condition as existed at the Commencement Date. Landlord agrees that Tenant will only be required to remove above-standard office improvements (including, without limitation, attached or built in fixtures, equipment and appurtenances) and, except as set forth below, will not have any obligation to remove any of Landlord’s Work or the existing internal staircase(s) in the Premises. Notwithstanding the foregoing, Tenant shall at the election of Landlord remove any refrigerators and refrigeration equipment, including any associated taps, in the Premises, however affixed, and the so-called bleachers located in the first floor portion of the Premises. If Tenant so requests in writing at the time that Txxxxx requests Lxxxxxxx’s approval of such Alterations, Lxxxxxxx agrees to make such election at the time that Landlord approves Tenant’s plans for any such Alterations. Notwithstanding anything to the contrary herein contained, Tenant shall have the right, without obtaining Landlord’s consent, to make interior nonstructural Alterations costing not more than $200,000.00, provided however that:.

ALTERATIONS AND IMPROVEMENTS BY TENANT. Tenant shall make no alterations, decorations, installations, removals, additions or improvements in or to the Premises (“Alterations”) premises without Landlord’s 's prior written consent and then only those that are made by contractors or mechanics approved by Landlord. Without limiting the foregoing, Tenant shall have no right to make any alteration affecting the roof of the Building without Landlord's consent. No installations or work shall be undertaken or begun by Tenant until: (i) Landlord has approved written plans and specifications and a time schedule for such work; (ii) Tenant has made provision for either written waivers of liens from all contractors, laborers and suppliers of materials for such installations or work, with respect to any Alterations with an aggregate cost in excess of $200,000.00, the filing of lxxx xxxx xxxxx on behalf of such contractors, laborers and suppliers, or other appropriate protective measures approved by Landlord; and (iii) with respect to any Alterations with an aggregate cost in excess of $200,000.00, Tenant has procured appropriate surety payment and performance bondsbonds which shall name Landlord as an additional obligee on behalf of such contractors, laborers and suppliers; and (iv) Tenant has reimbursed Landlord for Landlord's reasonable costs in reviewing Tenant's plans and specifications. No amendments or additions to such plans and specifications shall be made without the prior written consent of Landlord. Lxxxxxxx’s consent and approval required under this Article 12 shall not be unreasonably withheld. Lxxxxxxx’s Landlord's approval is solely given for the benefit of Landlord, Landlord and neither Tenant nor any third party shall have the right to rely upon Landlord’s 's approval of Txxxxx’s Tenant's plans for any purpose whatsoever. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of Tenant’s 's plans (including, without limitation, compliance with law, functionality of design, and the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s 's approval of Txxxxx’s Tenant's plans shall in no event relieve Tenant of the responsibility for such design. Landlord shall have no liability or responsibility for any claim, injury or damage alleged to have been caused by the particular materials, whether building standard or non-building standard, appliances or equipment selected by Tenant in connection with any work performed by or on behalf of Tenant in the Premises including, without limitation, furniture, carpeting, copiers, laser printers, computers and refrigerators. Any such Alterations work, alterations, decorations, installations, removals, additions and improvements shall be done at Tenant’s 's sole expense and at such times and in such manner as Landlord may from time to time reasonably designate, pursuant to uniformly enforced, non-discriminatory construction rules and regulations in effect for the Building. Tenant shall reimburse Landlord, as Additional Rent, for any reasonable, out-of-pocket third-party costs (including engineers’ and architects’ fees and expenses but excluding in-house personnel of Landlord or its parent company) incurred by Landlord in connection with review and approval of the plans and specifications, and, with respect to Alterations that are structural or that materially affect the building systems, any inspections or other oversight by or on behalf of Landlord during the performance of such Alterations. Except for such out-of-pocket expenses, Landlord will not charge Tenant any construction management or supervisory fee in connection with Alterations, unless Landlord and Tenant otherwise agree that Landlord will manage the performance of such Alterations on Txxxxx’s behalf. If Tenant shall make any Alterationsalterations, decorations, installations, removals, additions or improvements then Landlord may elect to require the Tenant at the expiration or sooner termination of the Term term of this Lease to restore the Premises premises to substantially the same condition as existed at the Term Commencement Date. Landlord agrees that Tenant will only be required to remove above-standard office improvements (including, without limitation, attached or built in fixtures, equipment and appurtenances) and, except as set forth below, will not have any obligation to remove any of Landlord’s Work or the existing internal staircase(s) in the Premises. Notwithstanding the foregoing, Tenant shall pay, as an additional charge, the entire increase in real estate taxes on the Building and any increase in Landlord's insurance premiums which shall, at any time prior to or after the election of Landlord remove Term Commencement Date, result from or be attributable to any refrigerators and refrigeration equipmentalteration, including any associated taps, in the Premises, however affixed, and the so-called bleachers located in the first floor portion of the Premises. If Tenant so requests in writing at the time that Txxxxx requests Lxxxxxxx’s approval of such Alterations, Lxxxxxxx agrees to make such election at the time that Landlord approves Tenant’s plans for any such Alterations. Notwithstanding anything addition or improvement to the contrary herein contained, Tenant shall have premises made by or for the right, without obtaining Landlord’s consent, to make interior nonstructural Alterations costing not more than $200,000.00, provided however that:account of Tenant.

ALTERATIONS AND IMPROVEMENTS BY TENANT. Tenant shall make no alterations, decorations, installations, removals, additions or improvements in or to the Premises (“Alterations”) without Landlord’s prior written consent and then only those that are unless made by contractors or mechanics approved by Landlord. No installations or work shall be undertaken or begun by Tenant until: (i) Landlord has approved written plans and specifications and a time schedule for such work; (ii) Tenant has made provision for either written waivers of liens from all contractors, laborers and suppliers of materials for such installations or work, with respect to any Alterations with an aggregate cost in excess of $200,000.00, the filing of lxxx xxxxx on behalf of such contractors, laborers and suppliers, or other appropriate protective measures approved by Landlord; and (iii) with respect to any Alterations with an aggregate cost in excess of $200,000.00, Tenant has procured appropriate surety payment and performance bonds. No amendments or additions to such plans and specifications shall be made without the prior written consent of Landlord. LxxxxxxxLandlord’s consent and approval required under this Article 12 shall not be unreasonably withheld, conditioned or delayed. LxxxxxxxLandlord’s approval is solely given for the benefit of Landlord, Landlord and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of TxxxxxTenant’s plans for any purpose whatsoever. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of TxxxxxTenant’s plans shall in no event relieve Tenant of the responsibility for such design. Landlord shall have no liability or responsibility for any claim, injury or damage alleged to have been caused by the particular materials, whether building standard or non-building standard, appliances or equipment selected by Tenant in connection with any work performed by or on behalf of Tenant in the Premises including, without limitation, furniture, carpeting, copiers, laser printers, computers and refrigerators. Any such Alterations work, alterations, decorations, installations, removals, additions and improvements shall be done at Tenant’s sole expense and at such times and in such manner as Landlord may from time to time reasonably designate, pursuant to uniformly enforced, non-discriminatory construction rules and regulations in effect for the Building. Tenant shall reimburse Landlord, as Additional Rent, for any reasonable, out-of-pocket third-party costs (including engineers’ and architects’ fees and expenses but excluding in-house personnel of Landlord or its parent company) incurred by Landlord in connection with review and approval of the plans and specifications, and, with respect to Alterations that are structural or that materially affect the building systems, any inspections or other oversight by or on behalf of Landlord during the performance of such Alterations. Except for such out-of-pocket expenses, Landlord will not charge Tenant any construction management or supervisory fee in connection with Alterations, unless Landlord and Tenant otherwise agree that Landlord will manage the performance of such Alterations on Txxxxx’s behalf. If Tenant shall make any Alterationsalterations, decorations, installations, removals, additions or improvements, then Landlord may elect elect, at the time consent thereto is requested and granted, to require the Tenant at the expiration or sooner termination of the Term term of this Lease to restore the Premises to substantially the same condition as existed at the Term Commencement Date. Tenant shall pay, as an additional charge, the entire increase in real estate taxes on the Building which shall, at any time prior to or after the Term Commencement Date, result from or be attributable to any alteration, addition or improvement to the Premises made by or for the account of Tenant. If, as a result of any alterations, decorations, installations, removals, additions and improvements made by Tenant, Landlord agrees that is obligated to comply with the Americans With Disabilities Act or any other federal, state or local laws or regulations and such compliance requires Landlord to make any improvement or alteration to any portion of the Building or the Complex, as a condition to Landlord’s consent, Landlord shall have the right to require Tenant will only be required to remove above-standard office improvements (includingpay to Landlord prior to the construction of any such alteration, without limitationdecoration, attached installation, removal, addition or built in fixturesimprovement by Tenant, equipment and appurtenances) andthe entire cost of any improvement or alteration Landlord is obligated to complete by such law or regulation. Without limiting any of the terms hereof, except as set forth below, Landlord will not have approve any obligation alteration, decoration, installation, removal, addition or improvement requiring unusual expense to remove any readapt the Premises to normal office use on lease termination or increasing the cost of construction, insurance or Taxes on the Building or of Landlord’s Work or the existing internal staircase(s) in services to the Premises, unless Tenant first gives assurances or security acceptable to Landlord that such re-adaptation will be made prior to such termination without expense to Landlord and makes provisions acceptable to Landlord for payment of such increased cost. Notwithstanding the foregoing, Tenant shall at the election of Landlord remove any refrigerators and refrigeration equipment, including any associated taps, in the Premises, however affixed, and the so-called bleachers located in the first floor portion of the Premises. If Tenant so requests in writing at the time that Txxxxx requests Lxxxxxxx’s approval of such Alterations, Lxxxxxxx agrees to make such election at the time that Landlord approves Tenant’s plans for any such Alterations. Notwithstanding anything to the contrary herein containedforgoing, Tenant shall have the right, upon prior written notice to Landlord, but without the necessity of obtaining Landlord’s consent, to make interior interior, nonstructural Alterations costing not more alterations to the Premises that (a) cost less than $200,000.0010,000 in the aggregate in any calendar year, (b) do not materially or adversely affect any fire, safety, telecommunication, electrical, mechanical, ventilation, plumbing or other systems of the Building, (c) do not cause any material penetration in or otherwise affect any walls, floors, roofs or other structural elements of the Building, (d) do not require the issuance of any permits, licenses, approvals or the like, and (e) do not require unusual expense to readapt the Premises to normal laboratory use at the termination, provided however that:that all work shall be done by contractors reasonably approved by Landlord and otherwise in accordance with the terms of this Lease.

ALTERATIONS AND IMPROVEMENTS BY TENANT. Tenant shall make no alterations, decorations, installations, removals, additions or improvements in or to the Premises (“Alterations”) without Landlord’s prior written consent and then only those that are made by contractors or mechanics approved by Landlord. No installations or work shall be undertaken or begun by Tenant until: (i) Landlord has reasonably approved written plans and specifications and a time schedule for such work; (ii) Tenant has made provision for either written waivers of liens from all contractors, laborers and suppliers of materials for such installations or work, with respect to any Alterations with an aggregate cost in excess of $200,000.00, the filing of lxxx xxxx xxxxx on behalf of such contractors, laborers and suppliers, or other appropriate protective measures approved by Landlord; and (iii) with respect to any Alterations with an aggregate work, the cost in excess of which exceeds Seventy-Five Thousand and 00/100 Dollars ($200,000.0075,000.00), Tenant has procured appropriate surety payment and performance bonds. No amendments or additions to such plans and specifications shall be made without the prior written consent of Landlord. LxxxxxxxXxxxxxxx’s consent and approval required under this Article 12 shall not be unreasonably withheld, conditioned or delayed. LxxxxxxxXxxxxxxx’s approval is solely given for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of TxxxxxXxxxxx’s plans for any purpose whatsoever. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of TxxxxxXxxxxx’s plans shall in no event relieve Tenant of the responsibility for such design. Landlord shall have no liability or responsibility for any claim, injury or damage alleged to have been caused by the particular materials, whether building standard or non-building standard, appliances or equipment selected by Tenant in connection with any work performed by or on behalf of Tenant in the Premises including, without limitation, furniture, carpeting, copiers, laser printers, computers and refrigerators. Any such Alterations shall be done at Tenant’s sole expense and at such times and in such manner as Landlord may from time to time reasonably designate, pursuant to uniformly enforced, non-discriminatory construction rules and regulations in effect for the Building. Tenant shall reimburse Landlord, as Additional Rent, for any reasonable, out-of-pocket third-party costs pay Landlord an oversight fee equal to three percent (including engineers’ and architects’ fees and expenses but excluding in-house personnel of Landlord or its parent company3%) incurred by Landlord in connection with review and approval of the plans and specifications, and, with respect to Alterations that are structural or that materially affect the building systems, any inspections or other oversight by or on behalf hard costs of Landlord during the performance of any such Alterations. Except for such out-of-pocket expenses, Landlord will not charge Tenant any construction management or supervisory fee in connection with Alterations, unless Landlord and Tenant otherwise agree that Landlord will manage the performance of such Alterations on Txxxxx’s behalfwork. If Tenant shall make any Alterations, then Landlord may elect in writing at the time that Landlord approves Tenant’s plans for any such Alterations to require Tenant at the expiration or sooner termination of the Term of this Lease to restore the Premises to substantially the same condition as existed at the Commencement Delivery Date. Landlord agrees that Tenant will only be required to remove above-standard office improvements (including, without limitation, attached or built in fixtures, equipment and appurtenances) and, except as set forth below, will not have any obligation to remove any of Landlord’s Work or the existing internal staircase(s) in the Premises. Notwithstanding the foregoing, Tenant shall at the election of Landlord remove any refrigerators and refrigeration equipment, including any associated taps, in the Premises, however affixed, and the so-called bleachers located in the first floor portion of the Premises. If Tenant so requests in writing at the time that Txxxxx requests Lxxxxxxx’s approval of such Alterations, Lxxxxxxx Xxxxxxxx agrees to make such election at the time that Landlord approves TenantXxxxxx’s plans for any such Alterations. Tenant shall pay, as an additional charge, the entire increase in real estate taxes on the Building which shall, at any time prior to or after the Commencement Date, result from or be attributable to any Alterations by or for the account of Tenant in excess of those commonly found in offices in Cambridge, Massachusetts. Notwithstanding anything to the contrary herein contained, Tenant shall have the right, without obtaining Landlord’s consent, to make interior nonstructural Alterations costing not more than Seventy-Five Thousand and 00/100 Dollars ($200,000.0075,000.00), provided however that:

ALTERATIONS AND IMPROVEMENTS BY TENANT. Except as otherwise expressly set forth herein, Tenant shall make no alterations, decorations, installations, removals, utility installations, repairs additions or improvements (sometimes referred to herein collectively to as 39 “Alterations” or singly as an “Alteration”) in or to the Premises (“Alterations”) without Landlord’s prior written consent (subject to the consent standard set forth below) and then only those that are unless made by contractors or mechanics approved by Landlord. No installations Alterations or work (other than Non-Consent Alterations, as defined below) shall be undertaken or begun by Tenant until: (ia) Landlord has consented to and approved written plans and specifications and a time schedule for such worktherefor; (iib) Tenant has made provision for either written waivers of liens from all contractors, laborers and suppliers of materials for such installations Alterations or work, with respect to any Alterations with an aggregate cost in excess of $200,000.00, the filing of lxxx xxxxx on behalf of such contractors, laborers and suppliers, or other appropriate protective measures approved by Landlord; and (iiic) with respect to any Alterations with an aggregate cost in excess of $200,000.00, Tenant has procured procured, or ensured that the contractor has procured, appropriate surety payment and performance bondsbonds (for Alterations exceeding $350,000 in project costs). No amendments or additions to such plans and specifications shall be made without the prior written consent of Landlord. LxxxxxxxLandlord’s consent and approval required under this Article 12 shall not be unreasonably withheld, conditioned or delayed as to an Alteration that meets all of the following criteria (each a “Nonstructural Alteration”): (i) does not adversely affect the Building’s exterior, roof, structural elements, or the mechanical, electrical, plumbing, life safety or other Building systems or the architectural features (including windows, exterior lighting or canopies or the locations or functionality of public entrances and access thereto) or use of the Building or Common Areas, including the construction of any new exterior structures, (ii) does not lessen the fair market value of Landlord’s Work (taking into account the value of the proposed Alteration), and (iii) does not adversely affect the LEED relating to Building Design and Construction (or similar) certifiability of the Building or any improvements therein or any LEED or similar certifications relating to Building Design and Construction previously obtained with respect to the Building or any improvements therein. LxxxxxxxLandlord’s approval is solely given for the benefit of Landlord, Landlord and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of TxxxxxTenant’s plans for any purpose whatsoever. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with lawall Legal Requirements, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of TxxxxxTenant’s plans shall in no event relieve Tenant of the responsibility for such design. Landlord shall have no liability or responsibility for any claim, injury or damage alleged to have been caused by the particular materials, whether building standard or non-building standard, appliances or equipment selected by Tenant in connection with any Alterations or work performed by or on behalf of Tenant in the Premises including, without limitation, furniture, carpeting, copiers, laser printers, computers and refrigerators. Any All Alterations made by Tenant (other than Non-Consent Alterations) shall be made in accordance with plans and specifications which have been approved in writing by Landlord (subject to the approval standard set forth above), pursuant to a duly issued permit, and in accordance with the provisions of Section 13(c) below, the provisions of this Lease and in a good and first-class workerlike manner using new materials of same or better quality as base building standard materials, finishes and colors, free of all liens and encumbrances. All such Alterations shall be done at Tenant’s sole expense and shall be done at such times and in such manner as Landlord may from time to time reasonably designate. Other than with respect to Non-Consent Alterations, pursuant Tenant shall pay to uniformly enforced, nonLandlord a fee equal to two and one-discriminatory construction rules and regulations in effect half percent (2.5%) of the hard costs of any such Alterations to compensate Landlord for the Building. overhead and other costs it incurs in reviewing the plans therefor and in monitoring the construction of the Alterations and Tenant shall reimburse Landlord, as Additional Rent, Landlord for any reasonable, out-of-pocket third-all actual and reasonable third party costs (including engineers’ and architects’ fees and expenses but excluding in-house personnel of Landlord or its parent company) incurred by Landlord it incurs in connection with review reviewing the plans, specifications and approval applications therefor and in monitoring the construction of the plans and specifications, and, with respect to Alterations that are structural or that materially affect the building systems, any inspections or other oversight by or on behalf of Landlord during the performance of such Alterations. Except for such out-of-pocket expenses, Landlord will not charge Tenant any construction management or supervisory fee in connection with Alterations, unless Landlord and Tenant otherwise agree that Landlord will manage the performance of such Alterations on Txxxxx’s behalf. If Tenant shall make any Alterations, then Landlord may elect to require Tenant at the expiration or sooner termination of the Term of this Lease to restore the Premises to substantially the same condition as existed at the Term Commencement Date (but with respect to Premises B, to substantially the same condition as existed as of the Premises B Commencement Date. ), provided, however, that Landlord agrees that Tenant will only shall be required to remove above-standard office improvements (including, without limitation, attached or built in fixtures, equipment and appurtenances) and, except as set forth below, will not have any obligation to remove any of Landlord’s Work or the existing internal staircase(s) in the Premises. Notwithstanding the foregoing, notify Tenant shall at the election of Landlord remove any refrigerators and refrigeration equipment, including any associated taps, in the Premises, however affixed, and the so-called bleachers located in the first floor portion of the Premises. If Tenant so requests in writing at the time that Txxxxx requests Lxxxxxxxof such election contemporaneously with Landlord’s approval of such AlterationsAlteration requiring consent hereunder and Tenant may require Tenant first gives assurance or security acceptable to Landlord that such re-adaptation will be made prior to such termination without expense to Landlord and makes provisions acceptable to Landlord for payment of such increased cost. Tenant shall pay, Lxxxxxxx agrees as an additional charge, the entire increase in real estate taxes on the Building which shall, at any time prior to or after the Term Commencement Date, result directly from or be directly attributable to any Alteration to the Premises made by or for the account of Tenant. If, as a result of any Alterations made by Tenant, Landlord is obligated to comply with the Americans With Disabilities Act or any other Legal Requirement and such compliance requires Landlord to make such election at any improvement or alteration to any portion of the time that Building, as a condition to Landlord’s consent, Landlord approves Tenant’s plans for shall have the right to require Tenant to pay to Landlord prior to the construction of any such AlterationsAlteration by Tenant, the entire cost of any improvement or alteration Landlord is obligated to complete by such Legal Requirement. Without limiting any of the terms hereof, Landlord will not be required to approve any Alteration requiring unusual expense to readapt the Premises to normal office and/or laboratory use on lease termination or increasing the cost of construction, insurance or Taxes on the Building or of Landlord’s services to the Premises, unless Tenant first gives assurance reasonably acceptable to Landlord that such re-adaptation will be made prior to such termination without expense to Landlord. Notwithstanding the foregoing or anything to the contrary herein containedcontained elsewhere in this Article 12, Tenant shall have the right, without obtaining Landlord’s prior consent, to make interior any Alteration that meets all of the following criteria (a “Non-Consent Alteration”): (A) the proposed Alteration is decorative in nature (such as paint, carpet or other wall or floor finishes, movable partitions or other such work), (B) Tenant provides Landlord with not less than seven (7) business days’ advance written notice of the commencement of such Alteration (which notice shall include the name and contact information for the contractor(s) performing work in connection therewith, required evidence of insurance and such other reasonable information as Landlord may reasonably require, if any), (C) such Alteration is a nonstructural Alterations costing Alteration (as provided above Subsections (i), (ii) and (iii) above), (d) the Alteration does not more affect the exterior of the Building or Premises and/or is not visible from the exterior of the Building or Premises, and (e) the Alteration work does not require a building permit or other governmental permit, or if a building permit is required, the Alteration work costs less than $200,000.00150,000 in each instance. At the time Tenant notifies Landlord of any Non-Consent Alteration, provided however that:Tenant shall give Landlord a copy of Tenant’s plans for the work (or narrative description if such Alteration is not of a type that would have plans). If the Non-Consent Alteration is of such a nature that formal plans will not be prepared for the work, Tenant shall provide Landlord with a reasonably specific description of the work.

ALTERATIONS AND IMPROVEMENTS BY TENANT. Tenant shall make no alterations, decorations, installations, removals, additions or improvements in or to the Demised Premises (“Alterations”) without Landlord’s prior written consent and then only those that are made by contractors or mechanics approved by Landlord. No such installations or other work shall be undertaken or begun by Tenant until: (i) until Landlord has approved written plans and specifications and a time schedule for such work; (ii) Tenant has made provision for either written waivers of liens from all contractors, laborers and suppliers of materials for such installations or work, with respect to any Alterations with an aggregate cost in excess of $200,000.00, the filing of lxxx xxxxx on behalf of such contractors, laborers and suppliers, or other appropriate protective measures approved by Landlordtherefor; and (iii) with respect to any Alterations with an aggregate cost in excess of $200,000.00, Tenant has procured appropriate surety payment and performance bonds. No no amendments or additions to such plans and specifications shall be made without the prior written consent of Landlord. Lxxxxxxx’s consent and Such approval required under this Article 12 shall not be unreasonably withheld. Lxxxxxxx’s approval is solely given for withheld provided such installations or work are non-structural, do not affect the benefit exterior of Landlordthe Building, and neither Tenant nor any third party shall have do not interfere with or impair utilities and systems in the right to rely upon Landlord’s approval of Txxxxx’s plans for any purpose whatsoeverBuilding. Without limiting Notwithstanding the foregoing, Tenant Landlord’s consent shall not be responsible required for any alteration, addition or improvement that either (a) costs leas than Twenty-Five Thousand Dollars ($25,000.00) or (b) satisfies all elements of the design following criteria: (i) is of Tenant’s plans a cosmetic nature such as painting, wallpapering, hanging pictures and installing carpeting, (including, without limitation, compliance with law, functionality of design, ii) is not visible from the structural integrity of the design, the configuration exterior of the Premises and the placement of Tenant’s furniture, appliances and equipment)or Building, and Landlord’s approval of Txxxxx’s plans shall in no event relieve Tenant (iii) will not affect the systems or structure of the responsibility Building, provided, however, in any such instance Tenant provides plans and specifications for such design. Landlord shall have no liability or responsibility for any claim, injury or damage alleged to have been caused by the particular materials, whether building standard or non-building standard, appliances or equipment selected by Tenant in connection with any work performed by or on behalf of Tenant in the Premises including, without limitation, furniture, carpeting, copiers, laser printers, computers and refrigeratorsnot less than ten (10) days before commencing such work. Any such Alterations alterations, decorations, installations, removals, additions and improvements shall be done at Tenant’s the sole expense of Tenant and at such times and in such manner as Landlord may from time to time reasonably designate. Subject to the terms of Section 9 herein, pursuant to uniformly enforced, non-discriminatory construction rules and regulations in effect for the Building. Tenant shall reimburse Landlord, as Additional Rent, for any reasonable, out-of-pocket third-party costs (including engineers’ and architects’ fees and expenses but excluding in-house personnel of Landlord or its parent company) incurred by Landlord in connection with review and approval of the plans and specifications, and, with respect to Alterations that are structural or that materially affect the building systems, any inspections or other oversight by or on behalf of Landlord during the performance of such Alterations. Except for such out-of-pocket expenses, Landlord will not charge Tenant any construction management or supervisory fee in connection with Alterations, unless Landlord and Tenant otherwise agree that Landlord will manage the performance of such Alterations on Txxxxx’s behalf. If if Tenant shall make any Alterationsalterations, decorations, installations, removals, additions or improvements, then Landlord may elect to require Tenant at the expiration or sooner termination of the Term of this Lease to restore the Demised Premises to substantially the same condition as existed at the Term Commencement Date. Landlord agrees that Tenant will only be required to remove above-standard office improvements (including, without limitation, attached or built in fixtures, equipment and appurtenances) and, except as set forth below, will not have any obligation to remove any of Landlord’s Work or the existing internal staircase(s) in the Premises. Notwithstanding the foregoing, Tenant shall at the election of Landlord remove any refrigerators and refrigeration equipment, including any associated taps, in the Premises, however affixed, and the so-called bleachers located in the first floor portion of the Premises. If Tenant so requests in writing at the time that Txxxxx requests Lxxxxxxx’s approval of such Alterations, Lxxxxxxx agrees to make such election at the time that Landlord approves Tenant’s plans for any such Alterations. Notwithstanding anything to the contrary herein contained, Tenant shall have the right, without obtaining Landlord’s consent, to make interior nonstructural Alterations costing not more than $200,000.00, provided however that:.

ALTERATIONS AND IMPROVEMENTS BY TENANT. Tenant shall make no alterations, decorations, installations, removals, additions or improvements in or to the Demised Premises (“Alterations”) without Landlord’s prior written consent and then only those that are made by contractors or contractors, mechanics and laborers approved by Landlord, which approval shall be subject without limitation to reasonable insurance requirements. No installations or such work shall be undertaken or begun by Tenant until: (i) until Landlord has approved written plans and specifications and a time schedule for such work; (ii) Tenant has made provision for either written waivers of liens from all contractors, laborers and suppliers of materials for such installations or work, with respect to any Alterations with an aggregate cost in excess of $200,000.00, the filing of lxxx xxxxx on behalf of such contractors, laborers and suppliers, or other appropriate protective measures approved by Landlordtherefor; and (iii) with respect to any Alterations with an aggregate cost in excess of $200,000.00, Tenant has procured appropriate surety payment and performance bonds. No no amendments or additions to such plans and specifications shall be made without the prior written consent of Landlord. Lxxxxxxx’s consent and approval required under this Article 12 shall not be unreasonably withheld. Lxxxxxxx’s approval is solely given for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of Txxxxx’s plans for any purpose whatsoever. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Txxxxx’s plans shall in no event relieve Tenant of the responsibility for such design. Landlord shall have no liability or responsibility for any claim, injury or damage alleged to have been caused by the particular materials, whether building standard or non-building standard, appliances or equipment selected by Tenant in connection with any work performed by or on behalf of Tenant in the Premises including, without limitation, furniture, carpeting, copiers, laser printers, computers and refrigerators. Any such Alterations alterations, decorations, installations, removals, additions and improvements shall be done at Tenant’s the sole expense of Tenant and at such times and in such manner as Landlord may from time to time reasonably designate, pursuant to uniformly enforced, . Any consent or approval required under this Article shall not be unreasonably withheld or delayed in the case of any proposed work of a non-discriminatory construction rules and regulations in effect for structural nature which does not affect the Building. Tenant shall reimburse Landlord, as Additional Rent, for any reasonable, out-of-pocket third-party costs (including engineers’ and architects’ fees and expenses but excluding in-house personnel of Landlord common areas or its parent company) incurred by Landlord in connection with review and approval facilities of the plans and specifications, and, with respect to Alterations that are structural or that materially affect the building systems, any inspections or other oversight by or on behalf of Landlord during the performance of such Alterations. Except for such out-of-pocket expenses, Landlord will not charge Tenant any construction management or supervisory fee in connection with Alterations, unless Landlord and Tenant otherwise agree that Landlord will manage the performance of such Alterations on Txxxxx’s behalfProperty. If Tenant shall make any Alterationsalterations, decorations, installations, removals, additions or improvements (including without limitation raised flooring, supplemental air conditioning systems and power generators), then Landlord may elect elect, at the time of consenting thereto, to require Tenant at the expiration or sooner termination end of the Term of this Lease to restore the Demised Premises and any affected common facilities of the Building to substantially the same condition as existed at on the Term Commencement Date. Landlord agrees that Tenant will only be required to remove above-standard office improvements (including, without limitation, attached or built in fixtures, equipment and appurtenances) and, except as set forth below, will not have any obligation to remove any of Landlord’s Work or the existing internal staircase(s) in the Premises. Notwithstanding the foregoing, Tenant shall at the election of Landlord remove any refrigerators and refrigeration equipment, including any associated taps, in the Premises, however affixed, and the so-called bleachers located in the first floor portion of the Premises. If Tenant so requests in writing at the time that Txxxxx requests Lxxxxxxx’s approval of such Alterations, Lxxxxxxx agrees to make such election at the time that Landlord approves Tenant’s plans for any such Alterations. Notwithstanding anything to the contrary herein contained, Tenant shall have the right, without obtaining Landlord’s consent, to make interior nonstructural Alterations costing not more than $200,000.00, provided however that:.